Cencora (COR) 10-K risk factor changes: FY2021 vs FY2020

In fiscal [removed: 2020,] [added: 2021,] we continued to experience [removed: unfavorable] [added: less favorable] brand and generic pharmaceutical pricing trends, which negatively impacted our Pharmaceutical Distribution Services reportable segment profit and our consolidated operating earnings.

We expect these trends to continue in fiscal [removed: 2021,] [added: 2022,] which could have an adverse effect on our results of operations.

Our contractual arrangements with pharmaceutical manufacturers for the purchase of brand pharmaceutical products [added: in the United States] generally use wholesale acquisition cost ("WAC") as the reference price.

Additionally, there are a number of [added: U.S.] government policy initiatives being considered which, if enacted, could directly or indirectly regulate or impact WAC prices.

As of September 30, [removed: 2020,] [added: 2021,] our two largest trade receivable balances due from customers represented approximately [removed: 47%] [added: 38%] and [removed: 7%] [added: 6%] of accounts receivable, net.

Our operations and performance depend on economic conditions in the United States and other countries [added: or regions] where we do business.

Deterioration in general economic [removed: conditions] [added: conditions, whether due to COVID-19 or otherwise,] could adversely affect the amount of prescriptions that are filled and the amount of pharmaceutical products purchased by consumers and, therefore, could reduce purchases by our customers, which would negatively affect our revenue growth and cause a decrease in our profitability.

Reduced purchases by our customers or changes in payment terms could adversely affect our revenue growth and cause a decrease in our cash [removed: flow] [added: flows] from operations.

Declining economic conditions [added: or increases in inflation] may also increase our costs.

If the economic conditions in the United States or in the countries [added: or regions] where we do business deteriorate, our results of operations or financial condition could be adversely affected.

WBA accounted for approximately [removed: 33%] [added: 31%] of our revenue in the fiscal year ended September 30, [removed: 2020.][added: 2021.]

Express Scripts accounted for approximately 12% of our revenue in the fiscal year ended September 30, [removed: 2020.][added: 2021.]

Our top ten customers, including governmental [removed: agencies and GPOs,] [added: agencies,] represented approximately [removed: 64%] [added: 69%] of revenue in the fiscal year ended September 30, [removed: 2020.][added: 2021.]

In [removed: May 2016,] [added: June 2021,] we extended to [removed: 2026 our strategic arrangement with WBA - specifically,] [added: 2029] our distribution agreement under which we distribute drugs to Walgreens pharmacies and our generics purchasing services arrangement under which [added: Walgreens Boots Alliance Development GmbH ("WBAD") provides a variety of services, including negotiating acquisition pricing with generic manufacturers on our behalf.]

The processes [removed: and initiatives] needed to achieve and maintain these [added: initiatives and] benefits are complex, costly, and time-consuming.

Achieving the anticipated benefits from the [removed: arrangement] [added: arrangements] on an ongoing basis is subject to a number of significant challenges and uncertainties, including: the potential inability to realize and/or delays in realizing potential benefits resulting from participation in our generics purchasing services arrangement with WBAD, including improved generic drug pricing and terms, improved service fees from generic manufacturers, cost savings, innovations, or other benefits due to its inability to negotiate successfully with generic manufacturers or otherwise to perform as expected; the potential disruption of our plans and operations as a result of the [removed: terms under which we extended] [added: extension of] the duration of [removed: the] [added: our] distribution agreement [added: for Walgreens pharmacies] and [added: our] generics purchasing services [removed: agreement,] [added: agreement with WBAD and the respective terms thereunder,] including any disruption of our cash flow and ability to return value to our stockholders in accordance with our past practices and any reduction in our operational, strategic or financial flexibility; potential changes in supplier relationships and terms; unexpected or unforeseen costs, fees, expenses and charges incurred by us related to the transaction or the overall strategic relationship; changes in the economic terms under which we distribute pharmaceuticals to [removed: WBA,] [added: Walgreens pharmacies in the United States or to pharmacies operated by Boots UK Ltd. in the United Kingdom,] including changes necessitated by changing market conditions or other unforeseen developments that may arise during the term of [removed: the] [added: either] distribution agreement, to the extent that any such changes are not offset by other financial benefits that we are able to obtain through collaboration in other aspects of our strategic relationship with WBA; and any potential issues that could impede our ability to continue to work collaboratively with WBA in an efficient and effective manner in furtherance of the anticipated strategic and financial benefits of the relationship.

In addition, WBA has the right, but not the obligation, under the transactions contemplated by the Framework [removed: and Shareholder Agreements] [added: Agreement] dated March 18, 2013 [added: and the Amended and Restated AmerisourceBergen Shareholders Agreement dated June 1, 2021] to make certain additional investments in our common stock.

WBA also has the right to sell any of the shares of our common stock that it has acquired so long as WBA has held the shares beyond the requisite dates specified in the [removed: Shareholder Agreement.][added: Shareholders Agreement, subject to certain restrictions on the number of shares that may be sold at any given time.]

Many of these potential circumstances are outside of our control and any of them could result in increased costs, decreased revenue, decreased benefits and the diversion [removed: of management time and attention.]

We are the primary distributor of pharmaceutical products for [removed: WBA.][added: WBA in the United States and the United Kingdom.]

In addition, upon the expiration or termination of [removed: the] [added: our] distribution agreement [added: for Walgreens pharmacies, our distribution agreement with Boots UK Ltd] or [added: our] generics purchasing services [removed: arrangement,] [added: arrangement with WBAD,] there can be no assurance that we or WBA will be willing to renew, on terms favorable to us or at all.

Our generic pharmaceutical program has also benefited from the generics purchasing services arrangement with [removed: WBA.][added: WBAD.]

If the operations of WBA are seriously disrupted for any reason, whether by the [removed: global coronavirus ("COVID-19")] [added: COVID-19] pandemic, natural disaster, labor disruption, regulatory or governmental action, or otherwise, it could adversely affect our business and our sales and profitability.

Acquisitions involve numerous risks and uncertainties and may be of businesses [added: or] in [added: regions in] which we lack operational or market experience.

[removed: If we complete one or more] [added: As a result of the acquisition of Alliance Healthcare and other future] acquisitions, our results of operations and financial condition may be adversely affected by a number of factors, including: regulatory or compliance issues that could arise; changes in regulations and laws; the failure of the acquired businesses to achieve the results we have projected in either the near or long term; the assumption of unknown liabilities, including litigation risks; the fair value of assets acquired and liabilities assumed not being properly estimated; the difficulties of imposing adequate financial and operating controls on the acquired companies and their management and the potential liabilities that might arise pending the imposition of adequate controls; the difficulties in the integration of the operations, technologies, services and products of the acquired companies; and the failure to achieve the strategic objectives of these acquisitions.

At any particular time, our global operations may be affected by local changes in laws, regulations, and [removed: the] political and economic environments, including inflation, recession, currency volatility, and [removed: competition.][added: competition, as well as business and operational decisions made by joint venture partners.]

Changes or uncertainty in U.S. [added: policies] or [removed: foreign policy,] [added: policies in other countries and regions in which we do business,] including any changes or uncertainty with respect to U.S. or international trade policies or tariffs, also can disrupt our global operations, as well as our customers and suppliers, in a particular location and may require us to spend more money to source certain products or materials that we purchase.

We have distribution centers and facilities located in the United [removed: States] [added: States, the United Kingdom, the European Union] and throughout the world.

Uninsured losses or operational losses that result [removed: in] [added: from] large deductible payments [removed: in order to receive] [added: under commercial] insurance coverage might have an adverse impact on our business operations and our financial position or results of operations.

The healthcare industry in the United [removed: States] [added: States, as well as in the other countries and regions in which we do business,] is highly regulated at [removed: the federal and state levels.][added: many levels of government.]

There have been increasing efforts [added: in the United States] by Congress and state and federal agencies, including state boards of pharmacy, departments of health, [removed: and] the FDA, [added: DEA, and TSA, and by similar regulators in the United Kingdom, the European Union, and other countries,] to regulate the pharmaceutical [removed: distribution system.][added: supply chain.]

Consequently, we are subject to the risk of changes in various [removed: federal and state] laws, which include [removed: operating] [added: operating, record keeping,] and security standards of the DEA, the FDA, various state boards of pharmacy and comparable agencies.

In recent years, some [removed: states] [added: governments] have passed or proposed laws and regulations that are intended to protect the safety and security of the supply channel but that also may substantially increase the costs and burden of pharmaceutical distribution.

At the federal level, [added: in] the [added: United States, the] DQSA establishes federal traceability standards requiring drugs to be labeled and tracked at the bottle level, preempts state drug pedigree requirements, and will require all supply-chain stakeholders to participate in an electronic, interoperable prescription drug traceability system by November 2023.

[removed: The DQSA, and in] particular Title II of the DQSA, the Drug Supply Chain Security Act ("DSCSA") also established requirements for drug wholesale distributors and [added: third-party logistics providers, including licensing requirements applicable in states that had not previously licensed third-party logistics providers.]

[removed: There can be no assurance that we are] [added: Failure to] fully [removed: compliant] [added: comply] with the DQSA requirements, including the DSCSA requirements, or with additional [removed: related state] [added: similar governmental] regulatory and licensing requirements, and any failure to comply may result in suspension or delay of certain operations and additional costs to bring our facilities into compliance.

Additionally, on occasion, price increases and pricing practices with respect to certain brand and generic pharmaceuticals have been the subject of [removed: U.S. Congressional] [added: governmental] inquiries, [added: national,] federal and state investigations and private litigation.

Any law or regulation impacting pharmaceutical pricing or reimbursement, such as pricing controls or indexing models at [removed: the] [added: a national,] federal or state level, could adversely affect our operations.

[removed: Federal] [added: In the United States, federal] insurance and healthcare reform legislation known as the Affordable Care Act ("ACA") became law in March 2010, and included numerous reforms broadening healthcare access and affecting Medicare and Medicaid reimbursement, pricing, and contracting for prescription drugs, including changes to the Medicaid rebate statute.

Separately, November 2018, CMS published a final rule that reduces from 6% to 3% the “add-on” payment for new, separately-payable Part B drugs and [added: biologicals that are paid based on WAC when ASP data during first quarter or sales is unavailable.]

We have distributor relationships with GPOs in multiple distribution segments.

This reflected our continued expectation that partnering strategically with WBA will result in various benefits including continued cost savings and initiatives designed to create incremental growth and efficiencies in sourcing, logistics and distribution.

We also entered into a distribution agreement pursuant to which we will supply branded and generic pharmaceutical products to WBA's Boots UK Ltd. subsidiary through 2031.

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of management time and attention.

As previously announced, on June 1, 2021, we completed our acquisition of Alliance Healthcare from WBA for $6,602.0 million in cash, subject to certain purchase price adjustments, $229.1 million of the Company's common stock (2 million shares at the Company's June 1, 2021 opening stock price of $114.54 per share), $96.9 million of estimated accrued consideration, and $6.1 million of other equity consideration (see Note 2 of the Notes to Consolidated Financial Statements).

Alliance Healthcare operates in the United Kingdom, a number of countries in the European Union and in select other markets.

We may find that our ability to integrate and control Alliance Healthcare is more difficult, time consuming or costly than expected, especially in certain countries where our investment is not wholly-owned, such as our 50%-owned Alliance Healthcare Egypt subsidiary.

Alliance Healthcare may fail to achieve its expected future financial and operating performance and results and the acquisition may have the effect of disrupting relationships with employees, suppliers, and other business partners.

Acquired companies may have business practices that we are not accustomed to or have unique terms and conditions with their business partners.

Alliance Healthcare operates in a number of jurisdictions, including Egypt and other locations, that have a higher business, operating and regulatory risk profile than the United States and European Union jurisdictions.

Such risks may include risks of violation of United States, United Kingdom and other anti-corruption, anti-bribery and international trade laws.

Our results of operations and financial condition may be adversely affected if we are not able to effectively put in place effective financial controls and compliance policies to safeguard against such risks as part of our integration of Alliance Healthcare.

Further, divestitures may be delayed due to failure to obtain required approvals on a timely basis, if at all, from governmental authorities, or may become more difficult to execute due to

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conditions placed upon approval that could, among other things, delay or prevent us from completing a transaction, or otherwise restrict our ability to realize the expected financial or strategic goals of a transaction.

We might be adversely impacted by fluctuations in foreign currency exchange rates.

We conduct our business in various currencies, including the U.S. dollar, the Euro, the U.K. Pound Sterling, the Turkish Lira, the Egyptian Pound, the Brazilian Real, and the Canadian Dollar.

Changes in foreign currency exchange rates could reduce our revenues, increase our costs or otherwise adversely affect our financial results reported in U.S. dollars.

We may from time to time enter into foreign currency contracts, foreign currency borrowings or other techniques intended to hedge a portion of our foreign currency exchange rate risks.

These hedging activities may not completely offset the adverse financial effects of unfavorable movements in foreign currency exchange rates during the time the hedges are in place.

Any of these risks might have an adverse impact on our business operations and our financial position, results of operations, or cash flows.

We might be adversely impacted by the withdrawal of the United Kingdom from the European Union.

We have operations in the United Kingdom and the European Union and face risks associated with the uncertainty and potential disruptions associated with the United Kingdom withdrawing from the European Union (“Brexit”).

Brexit could adversely affect political, regulatory, economic or market conditions and contribute to instability in global political institutions, regulatory agencies and financial markets.

For example, we might experience volatility in exchange rates and interest rates and changes in laws regulating our United Kingdom operations as well as sourcing disruptions and associated pricing volatility.

Customers might reduce purchases due to the uncertainty caused by Brexit.

Any of these risks might have a materially adverse impact on our business operations and our financial position or results of operations.

The volume of cold chain storage and shipping has increased due to the COVID-19 pandemic and the requirements for distribution of COVID-19 vaccines and certain treatments.

We expect this trend to continue in the near term.

Additionally, we seek to maintain coverage for risks associated with cybersecurity, but such insurance has become increasingly difficult to secure and, in some cases, policies may not provide adequate coverage for possible losses.

We might be unable to successfully recruit and retain qualified employees.

Our ability to attract, engage, develop and retain qualified and experienced employees, including key executives and other talent, is essential for us to meet our objectives.

We compete with many other businesses to attract and retain employees.

Competition among potential employers might result in increased salaries, benefits or other employee-related costs, or in our failure to recruit and retain employees.

We may experience sudden loss of key personnel due to a variety of causes, such as illness, and must adequately plan for succession of key management roles.

Employees might not successfully transition into new roles.

Any of these risks might have a materially adverse impact on our business operations and our financial position or results of operations.

[Table of Con](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[t](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[ents](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)

Additionally, approximately 27% of our employees are covered by collective bargaining agreements, a large majority of which are Alliance Healthcare employees located outside of the United States.

Walgreens Boots Alliance Development GmbH ("WBAD") provides a variety of services, including negotiating acquisition pricing with generic manufacturers on our behalf.

This reflected our expectation that partnering strategically with WBA would result in various benefits including, among other things, continued cost savings as a result of our generics purchasing services arrangement with WBAD, as well as the potential for exploring innovation together and sharing best practices.

We anticipate that the volume of cold chain storage and shipping may increase due to the COVID-19 pandemic, as we assist with the strategic national stockpile as well as possible distribution of COVID-19 vaccines.

third-party logistics providers, including licensing requirements applicable in states that had not previously licensed third-party logistics providers.

biologicals that are paid based on WAC when ASP data during first quarter or sales is unavailable.

Notably, the Trump Administration and members of Congress proposed numerous amendments to Part B drug distribution and payment models during 2018.

The Trump Administration has also sought to implement demonstration projects that may affect drug payments.

Some of these proposals could have significant effects on our business, including an Executive Order issued on September 13, 2020 to test a "Most Favored Nations" model for Part B and Part D drugs that tie reimbursement rates to international drug pricing metrics.

On July 24, 2020, the Trump Administration issued an “Executive Order on Increasing Drug Importation to Lower Prices for American Patients” calling for the federal government to exercise its authority under the Federal Food, Drug, and Cosmetic Act to permit drug imports from Canada, re-importation of certain insulin products, and case-by-case waivers to certain importers provided such importation poses no risk to public safety and results in lower costs.

relating to certain incentives offered in connection with sales of pharmaceutical products and related services, are vague or indefinite, and have not been interpreted by the courts.

For example, New York has instituted an opioid excise tax, which went into effect on July 1, 2019 and replaces a prior assessment under New York's Opioid Stewardship Act, and taxes entities that make the initial sale or distribution of opioid medications into the state.

These disputes or proceedings have involved or may involve

There can be no assurance that our tax positions will not be challenged by relevant tax authorities or that we would be successful in any such challenge.

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the "2017 Tax Act") was enacted and contains significant changes to U.S. income tax law.

Further, we cannot predict the impact of any efforts to change or repeal the 2017 Tax Act or enact alternative legislation by the incoming presidential administration or the next Congress.

From time to time, we may face audits or investigations by one or

Since April 2020, COVID-19 has adversely impacted and may continue to adversely impact our revenue, results of operations, and cash flows.

For instance, demand for certain animal health products in our MWI business declined during the COVID-19 pandemic, and this reduced demand may continue as customers reduce or postpone purchases viewed as discretionary.

Certain enterprise-wide initiatives intended to improve our operational efficiency and financial performance, such as technology initiatives related to enhancing and upgrading our information technology systems, may take longer than originally expected to complete as we focus on COVID-19-related issues.

Additionally, a large portion of our employees are working remotely.

An extended period of remote work arrangements could strain our business continuity plans, introduce operational risk, including but not limited to cybersecurity risks, and impair our ability to manage our business.

Third-party service providers are also responsible for managing a portion of our information systems.

Additionally, as discussed above in the risk factor “We face risks related to health epidemics and pandemics, and the continued spread of COVID-19 is adversely affecting our business,” a large portion of our employees are working remotely.

Further, the long-term effects of climate change on general economic

Other consists of operating segments that focus on global commercialization [removed: services and] [added: services,] animal health (MWI Animal Health or [removed: "MWI").][added: "MWI"), and international pharmaceutical wholesale and related service operations (Alliance Healthcare).]

- Revenue increased [removed: 5.7%] [added: by 12.7%] from the prior fiscal [removed: year] [added: year,] primarily due to the revenue growth [removed: of] [added: in] our Pharmaceutical Distribution Services [removed: segment;][added: segment and our June 2021 acquisition of Alliance Healthcare.]

[removed: - Total gross] [added: Gross] profit [removed: increased 1.0% and] was favorably impacted by increases in gross profit in [added: Other of 63.4% and] Pharmaceutical Distribution Services [removed: and Other and was offset in part by lower gains] [added: of 12.3%] from [removed: antitrust litigation settlements,] [added: the prior fiscal year, a] last-in, first-out ("LIFO") [removed: expense] [added: credit] in [added: the current fiscal year in] comparison to a LIFO [removed: credit] [added: expense] in the prior fiscal year, and an [removed: estimated assessment related to the New York State Opioid Stewardship Act ("OSA") compared to a reversal of a previously-estimated assessment related to the OSA.][added: increase in gains from antitrust litigation settlements.]

Pharmaceutical Distribution Services' gross profit increased [removed: 3.8%] from the prior fiscal year primarily due to [removed: the strong] [added: revenue growth, including an] increase in specialty product [removed: sales.]

Gross profit in Other increased [removed: 6.5%] from the prior fiscal year [added: primarily] due to [added: the June 2021 acquisition of Alliance Healthcare and revenue] growth at World [removed: Courier, MWI,] [added: Courier] and [removed: ABCS;][added: MWI;]

[removed: - Distribution,] [added: These expense reductions were offset in part by a 29.9% increase in distribution,] selling, and administrative expenses [removed: increased 3.9% from] [added: compared to] the prior fiscal year primarily due to [removed: an increase] [added: the June 2021 acquisition of Alliance Healthcare and increases] in [added: payroll-related] operating costs to support [removed: our] [added: current and future] revenue growth;

[removed: -] Our effective tax rates were [removed: 35.8%] [added: 30.5%] and [removed: 11.7%] [added: 35.8%] in the fiscal years ended September 30, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

Our effective tax rate in the fiscal year ended September 30, 2020 was higher than the U.S. statutory rate due to our operating loss, the tax benefits associated with our decision to permanently exit the PharMEDium compounding business, Swiss Tax Reform, the CARES Act, and other discrete items [removed: (see Note 5 of the Notes to Consolidated Financial Statements)] and offset in part by the tax impact of the portion of the opioid legal accrual that is not expected to be tax deductible.

[removed: Our effective tax rate] [added: We recorded a $361.7 million impairment of PharMEDium's assets] in [added: Impairment of Assets in] the fiscal year ended September 30, [removed: 2019 was primarily impacted by the $570.0 million impairment of PharMEDium's assets] [added: 2020] (see Note 1 of the Notes to Consolidated Financial [removed: Statements) and legal settlements, which changed the mix of domestic and international income.][added: Statements).]

[removed: Year ended] [added: Fiscal Year Ended] September 30, 2020 compared to the [added: Fiscal] Year [removed: ended] [added: Ended] September 30, 2019

[removed: | | | | | | |] Fiscal Year Ended September [removed: 30, | | | | | | | | | | | | | | |][added: 30, 2021 compared to the Fiscal Year Ended September 30, 2020]

| (dollars in thousands) | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | Change | | |

| Pharmaceutical Distribution Services | | | | | | $ | [removed: 182,467,189] [added: 198,153,202] | | | | | $ | [removed: 172,813,537] [added: 182,467,189] | | | | | [removed: 5.6%] [added: 8.6%] | | |

[removed: | Other: | | | | | | | | | | | | | | | | | | | | |][added: Other Income]

| MWI Animal Health | | | | | | [removed: 4,216,462] [added: 4,684,417] | | | | | | [removed: 3,975,232] [added: 4,216,462] | | | | | | [removed: 6.1%] [added: 11.1%] | | |

| Global Commercialization Services | | | | | | [removed: 3,308,640] [added: 3,917,017] | | | | | | [removed: 2,893,109] [added: 3,308,640] | | | | | | [removed: 14.4%] [added: 18.4%] | | |

| Total Other | | | | | | [removed: 7,525,102] [added: 15,974,799] | | | | | | [removed: 6,868,341] [added: 7,525,102] | | | | | | [removed: 9.6%] [added: 112.3%] | | |

| Intersegment eliminations | | | | | | [removed: (98,365)] [added: (139,158)] | | | | | | [removed: (92,757)] [added: (98,365)] | | | | | | | | |

We [removed: currently] expect our revenue growth percentage to be in the [removed: mid-single] [added: high-single to low-double] digits in fiscal [removed: 2021.][added: 2022.]

Our future revenue growth will continue to be affected by various factors, such as industry growth trends, including drug utilization, the introduction of new, innovative brand therapies, the likely increase in the number of generic drugs and biosimilars that will be available over the next few years as a result of the expiration of certain drug patents held by brand-name pharmaceutical manufacturers and the rate of conversion from brand products to those generic drugs and biosimilars, price inflation and price deflation, general economic conditions in the United [removed: States,] [added: States and Europe,] competition within the industry, customer consolidation, changes in pharmaceutical manufacturer pricing and distribution policies and practices, increased downward pressure on government and other third-party reimbursement rates to our customers, changes in [removed: federal] government rules and regulations, and the impact of the COVID-19 [removed: pandemic (See Risk Factor - *We face risks related to health epidemics and pandemics, and the continued spread of COVID-19 is adversely affecting our business).*][added: pandemic.]

Revenue increased by [removed: 5.7%] [added: 12.7%] from the prior fiscal year primarily due to the revenue growth of our Pharmaceutical Distribution Services [removed: segment.][added: segment and our June 2021 acquisition of Alliance Healthcare.]

The Pharmaceutical Distribution Services segment grew its revenue by [removed: 5.6%,] [added: 8.6%,] or [removed: $9.7] [added: $15.7] billion, from the prior fiscal year, primarily due to [removed: the organic growth of some of its largest customers, continued strong] increased [removed: specialty pharmaceutical product] sales [added: of specialty products] (which generally have higher selling [removed: prices),] [added: prices) including COVID-19 treatments] and overall market growth principally driven by unit volume [removed: growth and, to a lesser extent, inflationary increases in brand drugs.][added: growth.]

| Increased sales to Walgreens, our largest customer | | | | | | [removed: $2.8] [added: $1.8] | | |

| Increased sales to specialty physician practices | | | | | | [removed: $2.8] [added: $2.3] | | |

| Increased sales to other customers | | | | | | [removed: $4.1] [added: $8.4] | | |

Revenue in Other increased [removed: 9.6%] [added: 112.3%, or $8.4 billion,] from the prior fiscal year [added: primarily] due to [added: the June 2021 acquisition of Alliance Healthcare and due to] growth [removed: at all three] [added: in the other] operating segments: [removed: ABCS,] MWI, [added: ABCS,] and World Courier.

During the fiscal year ended September 30, [removed: 2020,] [added: 2021,] no significant contracts expired.

| Pharmaceutical Distribution Services | | | | | | $ | [removed: 3,824,129] [added: 4,294,992] | | | | | $ | [removed: 3,682,986] [added: 3,824,129] | | | | | [removed: 3.8%] [added: 12.3%] | | |

| Intersegment eliminations | | | | | | [removed: (6,096)] [added: (10,607)] | | | | | | [removed: (659)] [added: (6,096)] | | | | | | | | |

| [removed: Gain] [added: Gains] from antitrust litigation settlements | | | | | | [removed: 9,076] [added: 168,794] | | | | | | [removed: 145,872] [added: 9,076] | | | | | | | | |

| LIFO [removed: (expense)] credit [added: (expense)] | | | | | | [removed: (7,422)] [added: 203,028] | | | | | | [removed: 22,544] [added: (7,422)] | | | | | | | | |

| PharMEDium remediation costs | | | | | | [removed: (7,135)] [added: —] | | | | | | [removed: (48,603)] [added: (7,135)] | | | | | | | | |

| PharMEDium shutdown costs | | | | | | [removed: (5,421)] [added: —] | | | | | | [removed: —] [added: (5,421)] | | | | | | | | |

| New York State Opioid Stewardship Act | | | | | | [removed: (14,800)] [added: —] | | | | | | [removed: 22,000] [added: (14,800)] | | | | | | | | |

| Gross profit | | | | | | $ | [removed: 5,191,884] [added: 6,943,228] | | | | | $ | [removed: 5,138,312] [added: 5,191,884] | | | | | [removed: 1.0%] [added: 33.7%] | | |

Gross profit increased [removed: 1.0%,] [added: 33.7%,] or [removed: $53.6] [added: $1,751.3] million, from the prior fiscal year.

Gross profit in the current fiscal year was favorably impacted by increases in gross profit in [removed: Pharmaceutical Distribution Services and] Other and [removed: lower PharMEDium remediation costs, and was offset in part by lower gains from antitrust litigation settlements,] [added: Pharmaceutical Distribution Services, a] LIFO [removed: expense] [added: credit] in [added: the current year period in] comparison to a LIFO [removed: credit] [added: expense] in the prior [removed: fiscal year,] [added: year period,] and an [removed: estimated assessment related to the New York State OSA compared to a reversal of a previously-estimated assessment related to the OSA (see below).][added: increase in gains from antitrust litigation settlements.]

Pharmaceutical Distribution Services gross profit increased [removed: 3.8%,] [added: 12.3%,] or [removed: $141.1] [added: $470.9] million, from the prior fiscal year due to [removed: the strong] [added: revenue growth, including an] increase in specialty product sales.

As a percentage of revenue, Pharmaceutical Distribution Services gross profit margin of [removed: 2.10%] [added: 2.17%] in the current fiscal year [removed: decreased 3] [added: increased 7] basis points compared to the prior fiscal year primarily due to [removed: increased sales to our larger customers, which typically have lower gross profit margins.][added: an increase in specialty product sales, including COVID-19 treatments.]

Gross profit in Other increased [removed: 6.5%,] [added: 63.4%,] or [removed: $85.4] [added: $887.5] million, from the prior fiscal year [added: primarily] due to [added: the June 2021 acquisition of Alliance Healthcare and revenue] growth at World [removed: Courier, MWI,] [added: Courier] and [removed: ABCS.][added: MWI.]

Alliance Healthcare supplies pharmaceuticals, other healthcare products, and related services to healthcare providers, including pharmacies, doctors, health centers and hospitals in 10 countries, primarily in Europe.

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Recent Developments

Alliance Healthcare Acquisition

On June 1, 2021, we acquired a majority of Walgreens Boots Alliance, Inc.'s ("WBA") Alliance Healthcare businesses ("Alliance Healthcare") for $6,602.0 million in cash, subject to certain purchase price adjustments, $229.1 million of our common stock (2 million shares at the Company's June 1, 2021 opening stock price of $114.54 per share), $96.9 million of estimated accrued consideration, and $6.1 million of other equity consideration.

The net cash payment was $5,536.7 million, as we acquired $922.0 million of cash and cash equivalents and $143.3 million of restricted cash (see Note 2 of the Notes to Consolidated Financial Statements for the allocation of the purchase price).

The shares issued were from our treasury stock on a first-in, first-out basis and were originally purchased for $149.1 million.

We funded the cash purchase price through a combination of cash on hand and new debt financing (see Note 7 of the Notes to Consolidated Financial Statements).

The acquisition expands our reach and solutions in pharmaceutical distribution and adds to our depth and breadth of global manufacturer services.

Other Strategic Transactions with Walgreens

We agreed to a three-year extension of our existing pharmaceutical distribution agreement with WBA and the arrangement pursuant to which we have access to generic drugs and related pharmaceutical products through Walgreens Boots Alliance Development GmbH (both through 2029), as well as a distribution agreement pursuant to which we will supply branded and generic pharmaceutical products to WBA’s Boots UK Ltd. subsidiary (through 2031).

In January 2021, we also entered into an agreement with WBA to pursue a series of strategic initiatives designed to create incremental growth and efficiencies in sourcing, logistics, and distribution.

See Item 1A.

Risk Factors beginning on page 11 of this Annual Report on Form 10-K for additional risk factors related to our strategic transactions with WBA.

Opioid Litigation

On July 21, 2021, it was announced that we and the two other national pharmaceutical distributors have negotiated a comprehensive proposed settlement agreement that, if all conditions are satisfied, would result in the resolution of a substantial majority of opioid lawsuits filed by state and local governmental entities (see Note 14 of the Notes to Consolidated Financial Statements).

New Reporting Structure

Recently, we undertook a strategic evaluation of our reporting structure to reflect our expanded international presence as a result of the June 2021 acquisition of Alliance Healthcare.

As a result of this review, beginning in the first quarter of fiscal 2022, we have re-aligned our reporting structure under two reportable segments: U.S. Healthcare Solutions and International Healthcare Solutions.

U.S. Healthcare Solutions will consist of the legacy Pharmaceutical Distribution Services reportable segment (excluding Profarma Distribuidora de Produtos Farmacêuticos S.A. ("Profarma")), MWI Animal Health, Xcenda, Lash Group, and ICS 3PL.

International Healthcare Solutions will consist of Alliance Healthcare, World Courier, Innomar, Profarma, and Profarma Specialty.

Profarma Specialty had previously been reported in Other.

Beginning in the first quarter of fiscal 2022, we will report our results under this new structure.

Revenue in Other increased by 112.3% from the prior fiscal year, primarily due to the June 2021 acquisition of Alliance Healthcare;

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sales.

- Total operating expenses declined by 55.6% from the prior fiscal year primarily due to a decrease in legal accruals primarily related to our proposed opioid litigation settlement and related obligations and other opioid-related litigation and a decrease in the impairment of assets.

The effective tax rate in the fiscal year ended September 30, 2021 was higher than the U.S. statutory rate primarily due to U.K. Tax Reform (see Note 5 of the Notes to Consolidated Financial Statements).

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| Alliance Healthcare | | | | | | 7,373,365 | | | | | | — | | | | | | | | |

| Revenue | | | | | | $ | 213,988,843 | | | | | $ | 189,893,926 | | | | | 12.7% | | |

| Increased sales of COVID-19 treatments | | | | | | $3.2 | | |

The only significant customer contract scheduled to expire in the next twelve months is our contract with Express Scripts, which expires in September 2022.

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| Other | | | | | | 2,287,021 | | | | | | 1,399,553 | | | | | | 63.4% | | |

The decline in gross profit margin in the current fiscal year was primarily due to the June 2021 acquisition of Alliance Healthcare, which has a lower gross profit margin than the other operating segments within Other.

The LIFO credit in the current fiscal year was largely driven by an increase in generic pharmaceutical deflation.

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| (dollars in thousands) | | | | | | 2021 | | | | | | 2020 | | | | | | Change | | |

The increase from the prior fiscal year was primarily due to the June 2021 acquisition of Alliance Healthcare and an increase in payroll-related operating costs to support current and future revenue growth.

- In March 2020, the World Health Organization ("WHO") declared a global pandemic attributable to the outbreak and continued spread of COVID-19.

In connection with the mitigation and containment procedures recommended by the WHO and imposed by federal, state, and local governmental authorities, we implemented measures designed to keep our employees safe and address business continuity issues at our distribution centers and other locations.

We continue to evaluate and plan for the potential effects of a prolonged disruption and the related impacts on our revenue, results of operations, and cash flows (refer to our COVID-19 risk factor in Item 1A.

Risk Factors on page 8);

- Employee severance, litigation, and other increased $6.5 billion due to a legal accrual for litigation relating the distribution of prescription opioid pain medications.

We are currently in advanced discussions, which are ongoing, with the states and various plaintiffs’ representatives that would be necessary to reach a global settlement of the Multidistrict Litigation ("MDL") and other related state-court litigation brought by certain state and local governmental entities to be paid over 18 years in which our payment would be $6.5 billion assuming all parties participate.

A portion of this amount relating to plaintiff attorney fees would be payable over a shorter time period.

While a global settlement remains subject to contingencies that could impact whether the parties ultimately decide to move forward, we believe a global settlement is probable and our loss related thereto can be reasonably estimated as of September 30, 2020;

- Operating income decreased in the current fiscal year primarily due to the $6.6 billion legal accrual in connection with opioid lawsuits, offset in part by an increase in segment operating income, a lower impairment charge relating to PharMEDium's assets, and a decline in depreciation and amortization;

The effective tax rate in the fiscal year ended September 30, 2019 was also impacted by a $37.0 million decrease to the Company's transition tax related to the U.S. Tax Cuts and Jobs Act (the "2017 Tax Act").

Revenue

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Revenue | | | | | | $ | 189,893,926 | | | | | $ | 179,589,121 | | | | | 5.7% | | |

More specifically, the increase in the Pharmaceutical Distribution Services segment revenue was largely attributable to the following (in billions):

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

Over the next twelve months, there are no significant contracts scheduled to expire.

Gross Profit

| Other | | | | | | 1,399,553 | | | | | | 1,314,172 | | | | | | 6.5% | | |

The gains were recorded as reductions to cost of goods sold (see Note 15 of the Notes to Consolidated Financial Statements).

The LIFO expense in the current fiscal year was primarily driven by lower generic deflation, offset in part by a higher generic inventory mix in comparison to the prior fiscal year.

In September 2018, we accrued $22.0 million as an estimate of our liability under the OSA for the period from January 1, 2017 through September 30, 2018.

Operating Expenses

The increase from the prior fiscal year was primarily due to an increase in operating costs to support our revenue growth and costs incurred in connection with permanently exiting the PharMEDium compounding business, such as contract termination fees, offset in part by operational synergies realized from the integration of H.D. Smith within Pharmaceutical Distribution Services.

Depreciation expense decreased 5.0% from the prior fiscal year primarily due to the reduction of H.D. Smith depreciable assets in connection with the integration of its operations.

Amortization expense decreased 33.8% from the prior fiscal year primarily due to the fiscal 2020 and 2019 impairments of PharMEDium intangible assets.

| Other | | | | | | 400,139 | | | | | | 380,660 | | | | | | 5.1% | | |

We recorded a $13.7 million gain on the sale of an equity investment in Other (Income) Loss in the fiscal year ended September 30, 2019.

Interest expense, net and the respective weighted average interest rates were as follows:

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Fiscal Year Ended September 30, | | | | | | | | | | | | | | | | | | | | |

| (dollars in thousands) | | | | | | Amount | | | | | | Weighted Average Interest Rate | | | | | | Amount | | | | | | Weighted Average Interest Rate | | |

Interest expense, net decreased 12.6%, or $19.9 million, from the prior fiscal year primarily due to a decrease in interest expense resulting from the adoption of the new lease accounting standard.

Prior to October 1, 2019, we recognized interest expense associated with financing obligations in connection with lease construction assets (see Note 1 of the Notes to Consolidated Financial Statements).

Upon adoption of the new lease standard as of October 1, 2019, we began recognizing rent expense related to these leases in Distribution, Selling, and Administrative expenses in our Consolidated Statements of Operations.

Interest income was lower in the current fiscal year as a result of a decline in investment interest rates, which was offset in part by a $1.0 billion increase in average invested cash balances compared to the prior fiscal year.

The effective tax rate in the fiscal year ended September 30, 2019 was also impacted by a $37.0 million decrease to the Company's transition tax related to the 2017 Tax Act.

Year ended September 30, 2019 compared to the Year ended September 30, 2018

See discussion on page [removed: 43] [added: 45] under the heading "Market Risk," which is incorporated by reference herein.

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Pharmaceutical sales in the United States, as recently estimated by IQVIA, an independent third-party provider of information to the pharmaceutical and healthcare industry, are expected to grow at a compound annual growth rate of approximately [removed: 3.4%] [added: 4.2%] from [removed: 2019] [added: 2020] through [removed: 2024,] [added: 2025,] and the growth rate is dependent, in part, on pharmaceutical manufacturer price increases.

*Aging Population.* The number of individuals [removed: age] [added: aged] 65 and over in the United States is expected to exceed [removed: 63] [added: 65] million by [removed: 2024] [added: 2025] and is the most rapidly growing segment of the population.

*Increased Use of Generic [added: and Biosimilar] Pharmaceuticals.* A number of patents for widely used brand-name pharmaceutical products will continue to expire during the next several years.

In addition, increased emphasis by managed care and other third-party payors on utilization of generics [added: and biosimilars] has accelerated their growth.

We consider the increase in generic [added: and biosimilar] usage a favorable trend because generic [added: and biosimilar] pharmaceuticals have historically provided us with a greater gross profit margin opportunity than brand-name products, although their lower prices reduce revenue growth.

Pharmaceuticals currently account for approximately [removed: 11%] [added: 10%] of overall healthcare costs.

These policies and other legislative developments (including potential revisions to or repeal of any portions of the health reform legislation) may affect our businesses directly and/or indirectly (see Government Regulation on page [removed: 6] [added: 8] and the risk factor titled *Legal, regulatory, and legislative changes with respect to reimbursement, pricing, and contracting may adversely affect our business and results of operations, including through declining reimbursement rates* on page [removed: 12] [added: 16] for further details).

We continue to evaluate and plan for the potential effects of [removed: a prolonged] [added: any] disruption and the related impacts on our revenue, results of operations, and cash flows.

These items include, but are not limited to, the financial condition of our customers and the realization of accounts receivable, [removed: decreased] [added: changes in] availability and demand for our products and services, [added: changes in operating costs,] and delays related to current and future projects.

While our operational and financial performance may be significantly impacted by COVID-19, it is not possible for us to predict the duration or magnitude of the outbreak and whether it could have a material adverse impact on the Company's financial position, results of operations, or cash flows (see Risk Factor - *We face risks related to health epidemics and pandemics, and the continued spread of COVID-19 [removed: is adversely affecting] [added: has had adverse effects on] our business).*

Risk Factors on page [removed: 8).][added: 11).]

[removed: We also] provide data and other valuable services to our manufacturer customers, which includes our international presence in Switzerland where we lead our global manufacturer relations and commercialization strategy.

We believe we are [added: one of] the largest [removed: provider] [added: providers] of reimbursement services that assist pharmaceutical companies in supporting access to branded drugs.

Our operations as of September 30, [removed: 2020] [added: 2021] are comprised of the Pharmaceutical Distribution Services reportable segment and other operating segments that are not significant enough to require separate reportable segment disclosure, and, therefore, have been included in Other for the purpose of reportable segment presentation.

The Pharmaceutical Distribution Services reportable segment distributes a comprehensive offering of brand-name, specialty brand-name and generic pharmaceuticals, over-the-counter healthcare products, home healthcare supplies and [added: equipment, and related services to a wide variety of healthcare providers, including acute care hospitals and health systems, independent and chain retail pharmacies, mail order pharmacies, medical clinics, long-term care and alternate site pharmacies, and other customers.]

Through a number of operating businesses, the Pharmaceutical Distribution Services reportable segment provides pharmaceutical distribution (including plasma and other blood products, [removed: injectible] [added: injectable] pharmaceuticals, vaccines, and other specialty pharmaceutical products) and additional services to physicians who specialize in a variety of disease states, especially oncology, and to other healthcare providers, including hospitals and dialysis clinics.

[removed: Other consists of] [added: The] operating segments that focus on global commercialization services [removed: and animal health and includes] [added: include] AmerisourceBergen Consulting Services [removed: ("ABCS"), World Courier,] [added: ("ABCS")] and [removed: MWI.][added: World Courier.]

[removed: *Sales and Marketing.*] The majority of Pharmaceutical Distribution Services’ sales force is led nationally, with geographic focus and specialized by either healthcare provider type or size.

[removed: Our manufacturer customers include branded,] generic, and biotechnology manufacturers of prescription pharmaceuticals, as well as over-the-counter product and health and beauty aid manufacturers.

Our two largest customers, [removed: Walgreens Boots Alliance, Inc. ("WBA")] [added: WBA] and Express Scripts, Inc. ("Express Scripts"), accounted for approximately [removed: 33%] [added: 31%] and approximately 12%, respectively, of revenue in the fiscal year ended September 30, [removed: 2020.][added: 2021.]

Our top 10 customers, including governmental agencies and group purchasing organizations ("GPO"), represented approximately [removed: 64%] [added: 69%] of revenue in the fiscal year ended September 30, [removed: 2020.][added: 2021.]

If those contracts are not [removed: renewed] [added: renewed,] or are extended, renewed, or replaced at less favorable terms, they may negatively impact our revenue, results of operations, and cash flows.

*Suppliers.* We obtain pharmaceutical and other products from manufacturers, none of which accounted for 10% or more of our purchases in the fiscal year ended September 30, [removed: 2020.][added: 2021.]

The 10 largest suppliers in fiscal year ended September 30, [removed: 2020] [added: 2021] accounted for approximately [removed: 46%] [added: 49%] of our purchases.

[removed: *Information Systems.*] The Pharmaceutical Distribution Services operating [removed: segment recently transitioned its key specialty] [added: segment’s] distribution [removed: businesses onto its primary] [added: facilities in the United States operate under a single] enterprise resource planning [removed: ("ERP")] [added: (“ERP”)] system.

[added: Pharmaceutical Distribution Services’] ERP system provides for, among other things, electronic order entry by customers, invoice preparation and purchasing, and inventory tracking.

[removed: All of our] [added: Our] other operating segments operate the majority of their businesses on their own common operating systems resulting in the ability to rapidly deploy new capabilities.

We continue to make investments to enhance and upgrade the operating systems utilized by our other operating [removed: segments.][added: segments, including, but not limited to, Alliance Healthcare.]

Pharmaceutical Distribution Services’ systems are intended to strengthen customer relationships by helping customers to reduce operating costs, and by providing them a platform for a number of [removed: the] basic and value-added services, including product demand data, inventory replenishment, single-source billing, third-party claims processing, real-time price and incentive updates, and price labels.

Pharmaceutical Distribution Services has warehouse operating systems, which are used to manage the majority of [removed: Pharmaceutical Distribution Services’] [added: its] transactional volume.

Our largest competitors are McKesson Corporation ("McKesson"), Cardinal Health, Inc. ("Cardinal"), [removed: FFF Enterprises, Henry Schein, Inc.,] and UPS Logistics, among others.

ABCS, World Courier, [added: MWI,] and [removed: MWI] [added: Alliance Healthcare] also face competition from a variety of businesses.

All of the principal trademarks and service marks used in the course of our business have been registered in the United States and, in some cases, in foreign [removed: jurisdictions] [added: jurisdictions,] or are the subject of pending applications for registration.

Human [removed: Capital][added: Capital Resources]

[removed: We] [added: As the strength of our workforce is critical to our success, we] aspire to create healthier futures and accelerate business results by inspiring the best and brightest global talent across all dimensions of diversity to perform at their full potential.

As of September 30, [removed: 2020,] [added: 2021,] we had approximately [removed: 22,000] [added: 42,000] employees, of which approximately [removed: 21,000] [added: 38,000] were full-time [added: employees and approximately 40% were U.S.-based] employees.

[removed: More than 56%] [added: Currently, 49%] of our [added: U.S.] workforce [removed: is comprised of women, 49% is comprised of] [added: are] individuals with ethnically [added: and/or racially] diverse [removed: backgrounds,] [added: backgrounds] and [removed: 30% of our Board of Directors] [added: 57%] are women.

We are subject to extensive oversight by [removed: various federal] [added: United States, United Kingdom] and [removed: state] [added: European Union] governmental entities and we are subject to, and affected by, a variety of [removed: federal and state] laws, regulations, and policies.

The U.S. Drug Enforcement Administration ("DEA"), the U.S. Food and Drug Administration ("FDA"), the U.S. Department of [removed: Justice ("DOJ"),] [added: Justice,] and various other federal and state authorities regulate the purchase, storage, and/or distribution of pharmaceutical products, including controlled substances.

The False Claims Act prohibits knowingly submitting, or causing the submission, of false or fraudulent claims for payment to the [removed: government,] [added: government] and authorizes treble damages and substantial civil penalties in the case of violations.

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We also

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On June 1, 2021, we acquired a majority of Walgreens Boots Alliance, Inc.'s ("WBA") Alliance Healthcare businesses ("Alliance Healthcare").

Alliance Healthcare supplies pharmaceuticals, other healthcare products, and related services to healthcare providers, including pharmacies, doctors, health centers, and hospitals in 10 countries, primarily in Europe.

The acquisition expands our reach and solutions in pharmaceutical distribution and adds to our depth and breadth of global manufacturer services.

For the allocation of the purchase price, see Note 2 of the Notes to Consolidated Financial Statements.

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We recently entered into agreements to sell two non-core subsidiaries.

In connection with entering into these agreements, we concluded that both disposal groups met the held for sale criteria and classified their assets and liabilities as held for sale as of September 30, 2021.

Refer to Note 2 of the Notes to Consolidated Financial Statements for a summary of the assets and liabilities classified as held for sale.

Other consists of operating segments that focus on global commercialization services, animal health (MWI Animal Health), and international pharmaceutical wholesale and related service operations (Alliance Healthcare).

Alliance Healthcare supplies pharmaceuticals, other healthcare products, and related services to healthcare providers, including pharmacies, doctors, health centers, and hospitals in 10 countries, primarily in Europe.

*Sales and Marketing*.

Our manufacturer customers include branded,

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*Information Systems*.

Our data center operations are insourced.

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Our ability to be successful in the global marketplace directly depends on attracting and retaining a talented and skilled workforce.

Workforce

Approximately 27% of our employees are covered by collective bargaining agreements, a large majority of which are Alliance Healthcare employees located outside of the United States.

Talent Development

We consider employee development to be a strategic priority.

We support employee growth and development by offering a variety of benefits including:

- Leadership and professional development programs and resources;

- Tuition reimbursement;

- Opportunities to volunteer and participate in mentorship programs and Employee Resource Groups;

- Recognition for excellence, such as our annual Pursuit of Purpose awards and True Blue associate recognition program; and a

- Personalized learning and skill building experiences through a global learning experience platform.

Importantly, we have also made thoughtful investments to build our talent and culture.

In fiscal 2020, we partnered with leaders across the Company to create a new integrated talent framework aligned to our business strategy and purpose, and in fiscal 2021, we introduced to our global team members this new framework, which includes a new leadership competency model, enterprise learning strategy, and modern approach to performance management.

We introduced our new leadership model, which emphasizes people, collaboration, innovation, and purpose, to our team members in fiscal 2021 through a series of experiential learning programs.

Implementation started with our top 300 leaders and we are working to embed it into our hiring, performance management, development, and succession-planning processes.

The ultimate goal of the new leadership model is to help us unlock the full potential of our people and build the new skills and behaviors we need to achieve our enterprise strategy.

Our goal is to provide our team members with clear pathways for career development, access to programs and benefits that allow them to live fuller, healthier lives, and an ability to participate in the community in ways that inspire and celebrate individuality.

Our talent development programs are designed to help provide a supportive and engaging work environment where team members can excel, while remaining authentic and empowered to share their unique perspectives.

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Diversity, Equity, and Inclusion ("DE&I")

At AmerisourceBergen, we strive to foster a global workplace that values varying cultural, experiential, and philosophical perspectives, creates pathways for every team member to thrive, makes a positive impact on our communities through equitable access to healthcare, and is transparent and accountable for progress.

In January 2020, we decided to permanently exit the PharMEDium Healthcare Holdings LLC’s ("PharMEDium") compounding business, and, as a result, the Company ceased all commercial and administrative operations related to this business in fiscal 2020.

The decision to permanently exit the PharMEDium business was due to a number of factors including, but not limited to, ongoing operational, regulatory, and commercial challenges.

equipment, and related services to a wide variety of healthcare providers, including acute care hospitals and health systems, independent and chain retail pharmacies, mail order pharmacies, medical clinics, long-term care and alternate site pharmacies, and other customers.

As a result, the pharmaceutical distribution facilities in the United States all now operate under a single ERP system.

Pharmaceutical Distribution Services’

A significant portion of our data center operations, which were previously outsourced to third-party providers, is now insourced.

Additionally, our Executive Management Committee is made up of 43% women.

Approximately 2% of our employees are covered by collective bargaining agreements.

We believe that our relationship with our employees is good.

If any of our employees in locations that are unionized should engage in strikes or other such bargaining tactics in connection with the negotiation of new collective bargaining agreements upon the expiration of any existing collective bargaining agreements, such tactics could be disruptive to our operations and adversely affect our results of operations.

However, we believe we have adequate contingency plans in place to assure delivery of pharmaceuticals to our customers in the event of any such disruptions.

Personally identifiable information is also highly regulated in many other countries in which we operate.

FOR THE FISCAL YEAR ENDED September 30, [removed: 2020][added: 2021]

The aggregate market value of voting stock held by non-affiliates of the registrant on March 31, [removed: 2020] [added: 2021] based upon the closing price of such stock on the New York Stock Exchange on March 31, [removed: 2020] [added: 2021] was [removed: $10,238,925,461.][added: $14,163,374,015.]

The number of shares of common stock of AmerisourceBergen Corporation outstanding as of October 31, [removed: 2020] [added: 2021] was [removed: 204,249,747.][added: 208,133,361.]

Part III — Registrant's Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders.

| [1A. Risk [removed: Factors](#iae24bb64548d47cfaf1f12c57753c40c_16)] [added: Factors](#ia5ad134e26164b17bd1c3cf9d0cffc61_16)] | | | | | | [removed: [8](#iae24bb64548d47cfaf1f12c57753c40c_16)] [added: [11](#ia5ad134e26164b17bd1c3cf9d0cffc61_16)] | | |

| [1B. Unresolved Staff [removed: Comments](#iae24bb64548d47cfaf1f12c57753c40c_19)] [added: Comments](#ia5ad134e26164b17bd1c3cf9d0cffc61_19)] | | | | | | [removed: [18](#iae24bb64548d47cfaf1f12c57753c40c_19)] [added: [22](#ia5ad134e26164b17bd1c3cf9d0cffc61_19)] | | |

| [3. Legal [removed: Proceedings](#iae24bb64548d47cfaf1f12c57753c40c_25)] [added: Proceedings](#ia5ad134e26164b17bd1c3cf9d0cffc61_25)] | | | | | | [removed: [18](#iae24bb64548d47cfaf1f12c57753c40c_25)] [added: [23](#ia5ad134e26164b17bd1c3cf9d0cffc61_25)] | | |

| [4. Mine Safety [removed: Disclosures](#iae24bb64548d47cfaf1f12c57753c40c_28)] [added: Disclosures](#ia5ad134e26164b17bd1c3cf9d0cffc61_28)] | | | | | | [removed: [18](#iae24bb64548d47cfaf1f12c57753c40c_28)] [added: [23](#ia5ad134e26164b17bd1c3cf9d0cffc61_28)] | | |

| [Information about our Executive [removed: Officers](#iae24bb64548d47cfaf1f12c57753c40c_31)] [added: Officers](#ia5ad134e26164b17bd1c3cf9d0cffc61_31)] | | | | | | [removed: [19](#iae24bb64548d47cfaf1f12c57753c40c_31)] [added: [24](#ia5ad134e26164b17bd1c3cf9d0cffc61_31)] | | |

| [5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#iae24bb64548d47cfaf1f12c57753c40c_37)] [added: Securities](#ia5ad134e26164b17bd1c3cf9d0cffc61_37)] | | | | | | [removed: [21](#iae24bb64548d47cfaf1f12c57753c40c_37)] [added: [26](#ia5ad134e26164b17bd1c3cf9d0cffc61_37)] | | |

| [7. Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#iae24bb64548d47cfaf1f12c57753c40c_43)] [added: Operations](#ia5ad134e26164b17bd1c3cf9d0cffc61_43)] | | | | | | [removed: [26](#iae24bb64548d47cfaf1f12c57753c40c_43)] [added: [29](#ia5ad134e26164b17bd1c3cf9d0cffc61_43)] | | |

| [7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#iae24bb64548d47cfaf1f12c57753c40c_52)] [added: Risk](#ia5ad134e26164b17bd1c3cf9d0cffc61_52)] | | | | | | [removed: [45](#iae24bb64548d47cfaf1f12c57753c40c_52)] [added: [47](#ia5ad134e26164b17bd1c3cf9d0cffc61_52)] | | |

| [8. Financial Statements and Supplementary [removed: Data](#iae24bb64548d47cfaf1f12c57753c40c_55)] [added: Data](#ia5ad134e26164b17bd1c3cf9d0cffc61_55)] | | | | | | [removed: [46](#iae24bb64548d47cfaf1f12c57753c40c_55)] [added: [48](#ia5ad134e26164b17bd1c3cf9d0cffc61_55)] | | |

| [9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#iae24bb64548d47cfaf1f12c57753c40c_154)] [added: Disclosure](#ia5ad134e26164b17bd1c3cf9d0cffc61_145)] | | | | | | [removed: [86](#iae24bb64548d47cfaf1f12c57753c40c_154)] [added: [90](#ia5ad134e26164b17bd1c3cf9d0cffc61_145)] | | |

| [9A. Controls and [removed: Procedures](#iae24bb64548d47cfaf1f12c57753c40c_157)] [added: Procedures](#ia5ad134e26164b17bd1c3cf9d0cffc61_148)] | | | | | | [removed: [86](#iae24bb64548d47cfaf1f12c57753c40c_157)] [added: [90](#ia5ad134e26164b17bd1c3cf9d0cffc61_148)] | | |

| [9B. Other [removed: Information](#iae24bb64548d47cfaf1f12c57753c40c_160)] [added: Information](#ia5ad134e26164b17bd1c3cf9d0cffc61_151)] | | | | | | [removed: [88](#iae24bb64548d47cfaf1f12c57753c40c_160)] [added: [92](#ia5ad134e26164b17bd1c3cf9d0cffc61_151)] | | |

| [10. Directors, Executive Officers, and Corporate [removed: Governance](#iae24bb64548d47cfaf1f12c57753c40c_166)] [added: Governance](#ia5ad134e26164b17bd1c3cf9d0cffc61_157)] | | | | | | [removed: [88](#iae24bb64548d47cfaf1f12c57753c40c_166)] [added: [92](#ia5ad134e26164b17bd1c3cf9d0cffc61_157)] | | |

| [11. Executive [removed: Compensation](#iae24bb64548d47cfaf1f12c57753c40c_169)] [added: Compensation](#ia5ad134e26164b17bd1c3cf9d0cffc61_160)] | | | | | | [removed: [88](#iae24bb64548d47cfaf1f12c57753c40c_169)] [added: [92](#ia5ad134e26164b17bd1c3cf9d0cffc61_160)] | | |

| [12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#iae24bb64548d47cfaf1f12c57753c40c_172)] [added: Matters](#ia5ad134e26164b17bd1c3cf9d0cffc61_163)] | | | | | | [removed: [88](#iae24bb64548d47cfaf1f12c57753c40c_172)] [added: [92](#ia5ad134e26164b17bd1c3cf9d0cffc61_163)] | | |

| [13. Certain Relationships and Related Transactions, and Director [removed: Independence](#iae24bb64548d47cfaf1f12c57753c40c_175)] [added: Independence](#ia5ad134e26164b17bd1c3cf9d0cffc61_166)] | | | | | | [removed: [88](#iae24bb64548d47cfaf1f12c57753c40c_175)] [added: [92](#ia5ad134e26164b17bd1c3cf9d0cffc61_166)] | | |

| [14. Principal Accounting Fees and [removed: Services](#iae24bb64548d47cfaf1f12c57753c40c_178)] [added: Services](#ia5ad134e26164b17bd1c3cf9d0cffc61_169)] | | | | | | [removed: [88](#iae24bb64548d47cfaf1f12c57753c40c_178)] [added: [92](#ia5ad134e26164b17bd1c3cf9d0cffc61_169)] | | |

| [15. Exhibits, Financial Statement [removed: Schedules](#iae24bb64548d47cfaf1f12c57753c40c_184)] [added: Schedules](#ia5ad134e26164b17bd1c3cf9d0cffc61_175)] | | | | | | [removed: [89](#iae24bb64548d47cfaf1f12c57753c40c_184)] [added: [93](#ia5ad134e26164b17bd1c3cf9d0cffc61_175)] | | |

| [16. Form 10-K [removed: Summary](#iae24bb64548d47cfaf1f12c57753c40c_187)] [added: Summary](#ia5ad134e26164b17bd1c3cf9d0cffc61_178)] | | | | | | [removed: [94](#iae24bb64548d47cfaf1f12c57753c40c_187)] [added: [98](#ia5ad134e26164b17bd1c3cf9d0cffc61_178)] | | |

| 1 West First Avenue | | | Conshohocken, | | | PA | | | | | | 19428-1800 | | |

[Table of Con](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[t](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[ents](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)

| [PART I](#ia5ad134e26164b17bd1c3cf9d0cffc61_10) | | | | | | | | |

| [1. Business](#ia5ad134e26164b17bd1c3cf9d0cffc61_13) | | | | | | [1](#ia5ad134e26164b17bd1c3cf9d0cffc61_13) | | |

| [2. Properties](#ia5ad134e26164b17bd1c3cf9d0cffc61_22) | | | | | | [22](#ia5ad134e26164b17bd1c3cf9d0cffc61_22) | | |

| [PART II](#ia5ad134e26164b17bd1c3cf9d0cffc61_34) | | | | | | | | |

| [6. \[Reserved\]](#ia5ad134e26164b17bd1c3cf9d0cffc61_40) | | | | | | [29](#ia5ad134e26164b17bd1c3cf9d0cffc61_40) | | |

| [PART III](#ia5ad134e26164b17bd1c3cf9d0cffc61_154) | | | | | | | | |

| [PART IV](#ia5ad134e26164b17bd1c3cf9d0cffc61_172) | | | | | | | | |

| [Signatures](#ia5ad134e26164b17bd1c3cf9d0cffc61_181) | | | | | | [99](#ia5ad134e26164b17bd1c3cf9d0cffc61_181) | | |

[Table of Con](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[t](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[ents](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)

| 1300 Morris Drive | | | Chesterbrook, | | | PA | | | | | | 19087-5594 | | |

| [PART I](#iae24bb64548d47cfaf1f12c57753c40c_10) | | | | | | | | |

| [1. Business](#iae24bb64548d47cfaf1f12c57753c40c_13) | | | | | | [1](#iae24bb64548d47cfaf1f12c57753c40c_13) | | |

| [2. Properties](#iae24bb64548d47cfaf1f12c57753c40c_22) | | | | | | [18](#iae24bb64548d47cfaf1f12c57753c40c_22) | | |

| [PART II](#iae24bb64548d47cfaf1f12c57753c40c_34) | | | | | | | | |

| [6. Selected Financial Data](#iae24bb64548d47cfaf1f12c57753c40c_40) | | | | | | [24](#iae24bb64548d47cfaf1f12c57753c40c_40) | | |

| [PART III](#iae24bb64548d47cfaf1f12c57753c40c_163) | | | | | | | | |

| [PART IV](#iae24bb64548d47cfaf1f12c57753c40c_181) | | | | | | | | |

| [Signatures](#iae24bb64548d47cfaf1f12c57753c40c_190) | | | | | | [95](#iae24bb64548d47cfaf1f12c57753c40c_190) | | |

As of September 30, [removed: 2020,] [added: 2021,] we conducted our business from office and operating facilities at owned and leased locations throughout the United States (including Puerto Rico) and select global markets.

We lease [removed: facilities in Chesterbrook, Pennsylvania and] [added: a facility] in Conshohocken, Pennsylvania for our corporate headquarters.

As of September 30, [removed: 2020,] [added: 2021,] the Consulting Group's operations were conducted in leased locations.

Its headquarters [removed: are] [added: is] located in South Carolina and internationally in Canada.

As of September 30, [removed: 2020,] [added: 2021,] World Courier's office and operating facilities are located in over 50 countries.

Its headquarters [removed: are] [added: is] located in London, England.

As of September 30, [removed: 2020,] [added: 2021,] MWI's operations were conducted in the United States and in the United Kingdom.

Leased facilities are located in California, Colorado, Florida, Idaho, Indiana, Kansas, Massachusetts, Minnesota, North Carolina, [removed: Pennsylvania, Texas, Washington, and internationally in the United Kingdom.]

Its headquarters [removed: are] [added: is] located in Idaho.

We consider [removed: all of] our operating and office properties to be in satisfactory condition.

As of September 30, 2021, Alliance Healthcare’s operations were conducted in the Czech Republic, Egypt, France, Lithuania, the Netherlands, Norway, Romania, Spain, Turkey, and the United Kingdom.

Its headquarters is in Weybridge, England.

Alliance Healthcare has leased and owned properties.

[Table of Con](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[t](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[ents](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)

Pennsylvania, Texas, Washington, and internationally in the United Kingdom.

The following is a list of our executive officers and their ages and positions as of November 15, [removed: 2020.][added: 2021.]

| Steven H. Collis | | | | | | [removed: 59] [added: 60] | | | | | | Chairman, President, and Chief Executive Officer | | |

| Silvana Battaglia | | | | | | [removed: 53] [added: 54] | | | | | | Executive Vice President and Chief Human Resources Officer | | |

| [removed: John G. Chou] [added: Elizabeth S. Campbell] | | | | | | [removed: 64] [added: 47] | | | | | | Executive Vice President and Chief Legal Officer | | |

| Gina K. Clark | | | | | | [removed: 63] [added: 64] | | | | | | Executive Vice President and Chief Communications & Administration Officer | | |

| James F. Cleary | | | | | | [removed: 57] [added: 58] | | | | | | Executive Vice President and Chief Financial Officer | | |

| Leslie E. Donato | | | | | | [removed: 51] [added: 52] | | | | | | Executive Vice President and Chief Strategy Officer | | |

| Robert P. Mauch | | | | | | [removed: 53] [added: 54] | | | | | | Executive Vice President and Group President | | |

Mr. Chou has been Executive Vice President since August [removed: 2011 and became the Chief Legal Officer in September 2019.][added: 2011.]

Mr. Chou has been employed by the Company for [removed: 18] [added: 19] years.

[added: He was Senior] Vice President, Alternate Care Sales and Marketing, AmerisourceBergen Drug Corporation from May 2010 to April 2011.

[Table of Con](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[t](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[ents](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)

| John G. Chou | | | | | | 65 | | | | | | Executive Vice President and Special Advisor to the Chairman & CEO | | |

Ms. Campbell was named Executive Vice President and Chief Legal Officer in September 2021.

She served as Senior Vice President and Deputy General Counsel from June 2020 to August 2021.

Prior to that, Ms. Campbell served in a variety of roles within the Company’s legal department with increased responsibility, including serving as Chief Litigator and Chief Compliance Counsel.

Ms. Campbell has been employed by the Company for 11 years.

He was named Special Advisor to the Chairman & CEO in September 2021.

He served as Chief Legal Officer from September 2019 to August 2021.

[Table of Con](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[t](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[ents](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)

[Table of Con](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[t](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[ents](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)

He was Senior

The Company's common stock is traded on the New York Stock Exchange under the trading symbol "ABC." As of October 31, [removed: 2020,] [added: 2021,] there were [removed: 2,385] [added: 2,315] record holders of the Company's common stock.

The following sets forth the total number of shares purchased, the average price paid per share, the total number of shares purchased as part of publicly announced programs, and the approximate dollar value of shares that may yet be purchased under the programs during each month [removed: in] [added: during] the [removed: fiscal year] [added: quarter] ended September 30, [removed: 2020.][added: 2021.]

During the fiscal year ended September 30, [removed: 2020,] [added: 2021,] the Company purchased [removed: 4.9] [added: 0.3] million shares of its common stock for [removed: a total of $405.6 million, which excluded $14.8 million of September 2019 purchases that cash settled in October 2019.][added: $26.6 million.]

As of September 30, [removed: 2020,] [added: 2021,] the Company had [removed: $55.5] [added: $473.4] million of availability [added: remaining] under this program.

(b)In May 2020, the Company's board of directors authorized a [removed: new] share repurchase program allowing the Company to purchase up to $500 million of its outstanding shares of common stock, subject to market conditions.

(c)Employees surrendered [removed: 114,032] [added: 229,049] shares during the fiscal year ended September 30, [removed: 2020] [added: 2021] to meet minimum tax-withholding obligations upon vesting of restricted stock.

This graph depicts the Company's [removed: five year] [added: five-year] cumulative total stockholder returns relative to the performance of the Standard and Poor's 500 Composite Stock Index, the S&P Health Care Index, and an index of peer companies selected by the Company from the market close on September 30, [removed: 2015] [added: 2016] to September 30, [removed: 2020.][added: 2021.]

The graph assumes $100 invested at the closing price of the common stock of the Company and of each of the other indices on the New York Stock Exchange on September 30, [removed: 2015.][added: 2016.]

The points on the graph represent fiscal year-end index levels based upon the last trading day in each fiscal [removed: quarter.][added: year.]

[removed: ][added: ]

* $100 invested on September 30, [removed: 2015] [added: 2016] in stock or index, including reinvestment of dividends.

Our board of directors approved the following quarterly dividend increases:

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Dividend Increases | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Per Share | | | | | | | | | | | | | | |

| Date | | | | | | New Rate | | | | | | Old Rate | | | | | | % Increase | | |

| November 2018 | | | | | | $0.400 | | | | | | $0.380 | | | | | | 5% | | |

| January 2020 | | | | | | $0.420 | | | | | | $0.400 | | | | | | 5% | | |

| November 2020 | | | | | | $0.440 | | | | | | $0.420 | | | | | | 5% | | |

| November 2021 | | | | | | $0.460 | | | | | | $0.440 | | | | | | 5% | | |

[Table of Con](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[t](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[ents](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)

| July 1 to July 31 | | | | | | 150 | | | | | | $ | 116.44 | | | | | — | | | | | | $ | 473,380,878 | |

| August 1 to August 31 | | | | | | — | | | | | | — | | | | | | — | | | | | | $ | 473,380,878 | |

| September 1 to September 30 | | | | | | — | | | | | | — | | | | | | — | | | | | | $ | 473,380,878 | |

| Total | | | | | | 150 | | | | | | | | | | | | — | | | | | | | | |

During the fiscal year ended September 30, 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.

[Table of Con](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[t](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[ents](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | September 30, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | 2016 | | | | | | 2017 | | | | | | 2018 | | | | | | 2019 | | | | | | 2020 | | | | | | 2021 | | |

| AmerisourceBergen Corporation | | | | | | $ | 100.00 | | | | | $ | 104.23 | | | | | $ | 118.20 | | | | | $ | 107.53 | | | | | $ | 128.87 | | | | | $ | 161.34 | |

| S&P 500 | | | | | | $ | 100.00 | | | | | $ | 118.61 | | | | | $ | 139.85 | | | | | $ | 145.80 | | | | | $ | 167.89 | | | | | $ | 218.27 | |

| S&P Health Care | | | | | | $ | 100.00 | | | | | $ | 115.49 | | | | | $ | 136.68 | | | | | $ | 131.80 | | | | | $ | 158.31 | | | | | $ | 194.03 | |

| Peer Group | | | | | | $ | 100.00 | | | | | $ | 91.02 | | | | | $ | 78.03 | | | | | $ | 77.45 | | | | | $ | 83.47 | | | | | $ | 104.88 | |

[Table of Con](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[t](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[ents](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)

In November 2018, the Company's board of directors increased the quarterly dividend by 5% from $0.38 per share to $0.40 per share.

In January 2020, the Company's board of directors increased the quarterly dividend by 5% from $0.40 per share to $0.42 per share.

In November 2020, the Company's board of directors increased the quarterly dividend by 5% from $0.42 per share to $0.44 per share.

The Company anticipates that it will continue to pay quarterly cash dividends in the future.

However, the payment and amount of future dividends remain within the discretion of the Company's board of directors and will depend upon the Company's future earnings, financial condition, capital requirements, and other factors.

| October 1 to October 31 | | | | | | 928,528 | | | | | | $ | 81.89 | | | | | 928,528 | | | | | | $ | 385,099,144 | |

| November 1 to November 30 | | | | | | 383,920 | | | | | | $ | 84.57 | | | | | 272,014 | | | | | | $ | 362,228,055 | |

| December 1 to December 31 | | | | | | 367,012 | | | | | | $ | 84.04 | | | | | 367,012 | | | | | | $ | 331,384,669 | |

| January 1 to January 31 | | | | | | 193,502 | | | | | | $ | 84.48 | | | | | 193,502 | | | | | | $ | 315,037,604 | |

| February 1 to February 29 | | | | | | 352,025 | | | | | | $ | 82.84 | | | | | 352,025 | | | | | | $ | 285,874,551 | |

| March 1 to March 31 | | | | | | 2,643,138 | | | | | | $ | 82.12 | | | | | 2,643,138 | | | | | | $ | 68,813,634 | |

| April 1 to April 30 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 68,813,634 | |

| May 1 to May 31 | | | | | | 159,247 | | | | | | $ | 83.49 | | | | | 159,247 | | | | | | $ | 555,518,116 | |

| June 1 to June 30 | | | | | | 784 | | | | | | $ | 95.15 | | | | | — | | | | | | $ | 555,518,116 | |

| July 1 to July 31 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 555,518,116 | |

| August 1 to August 31 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 555,518,116 | |

| September 1 to September 30 | | | | | | 1,342 | | | | | | $ | 94.30 | | | | | — | | | | | | $ | 555,518,116 | |

| Total | | | | | | 5,029,498 | | | | | | $ | 82.60 | | | | | 4,915,466 | | | | | | | | |

The following should be read in conjunction with the consolidated financial statements, including the notes thereto, and Management's Discussion and Analysis of Financial Condition and Results of Operations beginning on page 26.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | As of or for the Fiscal Year Ended September 30, | | | | | | | | | | | | | | | | | | | | | | | | | | |

| (Amounts in thousands, except per share amounts) | | | | | | 2020(a) | | | | | | 2019(b) | | | | | | 2018(c) | | | | | | 2017(d) | | | | | | 2016(e) | | |

| Statement of Operations Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Revenue | | | | | | $ | 189,893,926 | | | | | $ | 179,589,121 | | | | | $ | 167,939,635 | | | | | $ | 153,143,826 | | | | | $ | 146,849,686 | |

| Gross profit | | | | | | 5,191,884 | | | | | | 5,138,312 | | | | | | 4,612,317 | | | | | | 4,546,002 | | | | | | 4,272,606 | | |

| Operating expenses | | | | | | 10,327,238 | | | | | | 4,026,389 | | | | | | 3,168,632 | | | | | | 3,485,660 | | | | | | 2,746,832 | | |

| Operating (loss) income | | | | | | (5,135,354) | | | | | | 1,111,923 | | | | | | 1,443,685 | | | | | | 1,060,342 | | | | | | 1,525,774 | | |

| Interest expense, net | | | | | | 137,883 | | | | | | 157,769 | | | | | | 174,699 | | | | | | 145,185 | | | | | | 139,912 | | |

| Net (loss) income | | | | | | (3,399,558) | | | | | | 854,135 | | | | | | 1,615,892 | | | | | | 364,484 | | | | | | 1,427,929 | | |

| Net (loss) income attributable to AmerisourceBergen Corporation | | | | | | $ | (3,408,716) | | | | | $ | 855,365 | | | | | $ | 1,658,405 | | | | | $ | 364,484 | | | | | $ | 1,427,929 | |

| Earnings per share — diluted | | | | | | $ | (16.65) | | | | | $ | 4.04 | | | | | $ | 7.53 | | | | | $ | 1.64 | | | | | $ | 6.32 | |

| Cash dividends declared per common share | | | | | | $ | 1.66 | | | | | $ | 1.60 | | | | | $ | 1.52 | | | | | $ | 1.46 | | | | | $ | 1.36 | |

| Weighted average common shares outstanding — diluted | | | | | | 204,783 | | | | | | 211,840 | | | | | | 220,336 | | | | | | 221,602 | | | | | | 225,959 | | |

| Balance Sheet Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cash and cash equivalents | | | | | | $ | 4,597,746 | | | | | $ | 3,374,194 | | | | | $ | 2,492,516 | | | | | $ | 2,435,115 | | | | | $ | 2,741,832 | |

| Accounts receivable, net | | | | | | 13,846,301 | | | | | | 12,386,879 | | | | | | 11,314,226 | | | | | | 10,303,324 | | | | | | 9,175,876 | | |

| Inventories | | | | | | 12,589,278 | | | | | | 11,060,254 | | | | | | 11,918,508 | | | | | | 11,461,428 | | | | | | 10,723,920 | | |

| Property and equipment, net | | | | | | 1,484,808 | | | | | | 1,770,516 | | | | | | 1,892,424 | | | | | | 1,797,945 | | | | | | 1,530,682 | | |

| Total assets | | | | | | 44,274,830 | | | | | | 39,171,980 | | | | | | 37,669,838 | | | | | | 35,316,470 | | | | | | 33,637,501 | | |

| Accounts payable | | | | | | 31,705,055 | | | | | | 28,385,074 | | | | | | 26,836,873 | | | | | | 25,404,042 | | | | | | 23,926,320 | | |

| Total debt | | | | | | 4,119,520 | | | | | | 4,172,892 | | | | | | 4,310,189 | | | | | | 3,442,055 | | | | | | 4,186,703 | | |

| Total accrued litigation liability | | | | | | 6,606,925 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Total (deficit) equity | | | | | | (839,636) | | | | | | 2,993,206 | | | | | | 3,049,961 | | | | | | 2,064,461 | | | | | | 2,129,404 | | |

| Total liabilities and stockholders' (deficit) equity | | | | | | $ | 44,274,830 | | | | | $ | 39,171,980 | | | | | $ | 37,669,838 | | | | | $ | 35,316,470 | | | | | $ | 33,637,501 | |

_________________________________

(a)Includes a $5,528.4 million legal accrual for litigation relating the distribution of prescription opioid pain medications, net of income tax benefit of $1,078.6 million; $282.5 million impairment of PharMEDium's long-lived assets, net of income tax benefit of $79.2 million; $156.5 million of employee severance, litigation, and other costs, net of income tax benefit of $43.9 million; $46.4 million of PharMEDium exit and remediation costs, net of income tax benefit of $13.0 million; a $17.3 million loss on early retirement of debt; net of income tax benefit of $4.9 million; an $11.6 million estimated assessment related to the New York State Opioid Stewardship Act, net of income tax benefit of $3.2 million; a $9.5 million gain from an adjustment to Profarma's estimate of contingent consideration related to the purchase price of one of its prior business acquisitions, net of income tax expense of $2.7 million; a $7.1 million gain from antitrust litigation settlements, net of income tax expense of $2.0 million; and $5.8 million of LIFO expense, net of income tax benefit of $1.6 million.

(b)Includes a $421.3 million impairment of PharMEDium's long-lived assets, net of income tax benefit of $148.7 million; $245.8 million of employee severance, litigation, and other costs, net of income tax benefit of $84.6 million; a $107.8 million gain from antitrust litigation settlements, net of income tax expense of $38.1 million; $51.3 million of PharMEDium remediation costs, net of income tax benefit of $18.1 million; a $16.7 million LIFO credit, net of income tax expense of $5.9 million; a $16.3 million reversal of an estimated assessment related to the New York State Opioid Stewardship Act, net of income tax expense of $5.7 million; and a $10.1 million gain on the sale of an equity investment, net of income tax expense of $3.6 million.

(c)Includes $61.3 million of employee severance, litigation, and other costs, net of income tax benefit of $122.2 million; a $59.7 million goodwill impairment with no income tax benefit; $48.6 million of LIFO expense, net of income tax benefit of $18.7 million; $47.8 million of PharMEDium remediation costs, net of income tax benefit of $18.4 million; a $42.3 million loss on consolidation of equity investments with no income tax benefit; a $30.0 million impairment on a non-customer note receivable with no income tax benefit; a $25.9 million gain from antitrust litigation settlements, net of income tax expense of $10.0 million; a $17.2 million loss on early retirement of debt, net of income tax benefit of $6.6 million; and $15.9 million of expense for an estimated assessment related to the New York State Opioid Stewardship Act, net of income tax benefit of $6.1 million.

(d)Includes a $101.1 million LIFO credit, net of income tax expense of $56.7 million; a $0.9 million gain from antitrust litigation settlements, net of income tax expense of $0.5 million; and $937.4 million of employee severance, litigation, and other costs, net of income tax benefit of $21.9 million.

(e)Includes $367.2 million of Warrants income, net of income tax benefit of $507.5 million; $120.9 million of LIFO expense, net of income tax benefit of $79.3 million; an $80.8 million gain from antitrust litigation settlements, net of income tax expense of $53.0 million; $62.1 million of employee severance, litigation, and other costs, net of income tax benefit of $40.8 million; and a $28.7 million pension settlement charge, net of income tax benefit of $18.9 million.

| [Report of Independent Registered Public Accounting [removed: Firm](#iae24bb64548d47cfaf1f12c57753c40c_58)] [added: Firm](#ia5ad134e26164b17bd1c3cf9d0cffc61_58)] | | | | | | [removed: [47](#iae24bb64548d47cfaf1f12c57753c40c_58)] [added: [49](#ia5ad134e26164b17bd1c3cf9d0cffc61_58)] | | |

| [Consolidated Financial [removed: Statements:](#iae24bb64548d47cfaf1f12c57753c40c_61)] [added: Statements:](#ia5ad134e26164b17bd1c3cf9d0cffc61_61)] | | | | | | | | |

| [Consolidated Balance Sheets as of [removed: September](#iae24bb64548d47cfaf1f12c57753c40c_64) [Consolidated Balance Sheets as of] September 30, [removed: 2020 and 2019](#iae24bb64548d47cfaf1f12c57753c40c_64)[, 2019] [added: 2021] and [removed: 2018](#iae24bb64548d47cfaf1f12c57753c40c_64)] [added: 2020](#ia5ad134e26164b17bd1c3cf9d0cffc61_64)] | | | | | | [removed: [50](#iae24bb64548d47cfaf1f12c57753c40c_64)] [added: [53](#ia5ad134e26164b17bd1c3cf9d0cffc61_64)] | | |

| [Consolidated Statements of Operations for the fiscal years ended September 30, [removed: 2020, 2019,] [added: 202](#ia5ad134e26164b17bd1c3cf9d0cffc61_67)[1](#ia5ad134e26164b17bd1c3cf9d0cffc61_67)[, 20](#ia5ad134e26164b17bd1c3cf9d0cffc61_67)[20](#ia5ad134e26164b17bd1c3cf9d0cffc61_67)[,] and [removed: 2018](#iae24bb64548d47cfaf1f12c57753c40c_70)] [added: 20](#ia5ad134e26164b17bd1c3cf9d0cffc61_67)[19](#ia5ad134e26164b17bd1c3cf9d0cffc61_67)] | | | | | | [removed: [51](#iae24bb64548d47cfaf1f12c57753c40c_70)] [added: [54](#ia5ad134e26164b17bd1c3cf9d0cffc61_67)] | | |

| [Consolidated Statements of Comprehensive Income for the fiscal years ended September 30, [removed: 2020, 2019,] [added: 202](#ia5ad134e26164b17bd1c3cf9d0cffc61_70)[1](#ia5ad134e26164b17bd1c3cf9d0cffc61_70)[, 20](#ia5ad134e26164b17bd1c3cf9d0cffc61_70)[20](#ia5ad134e26164b17bd1c3cf9d0cffc61_70)[,] and [removed: 2018](#iae24bb64548d47cfaf1f12c57753c40c_73)] [added: 20](#ia5ad134e26164b17bd1c3cf9d0cffc61_70)[19](#ia5ad134e26164b17bd1c3cf9d0cffc61_70)] | | | | | | [removed: [52](#iae24bb64548d47cfaf1f12c57753c40c_73)] [added: [55](#ia5ad134e26164b17bd1c3cf9d0cffc61_70)] | | |

| [Consolidated Statements of Changes in Stockholders' Equity for the fiscal years ended September 30, [removed: 2020, 2019,] [added: 202](#ia5ad134e26164b17bd1c3cf9d0cffc61_73)[1](#ia5ad134e26164b17bd1c3cf9d0cffc61_73)[, 20](#ia5ad134e26164b17bd1c3cf9d0cffc61_73)[20](#ia5ad134e26164b17bd1c3cf9d0cffc61_73)[,] and [removed: 2018](#iae24bb64548d47cfaf1f12c57753c40c_76)] [added: 20](#ia5ad134e26164b17bd1c3cf9d0cffc61_73)[19](#ia5ad134e26164b17bd1c3cf9d0cffc61_73)] | | | | | | [removed: [53](#iae24bb64548d47cfaf1f12c57753c40c_76)] [added: [56](#ia5ad134e26164b17bd1c3cf9d0cffc61_73)] | | |

| [Consolidated Statements of Cash Flows for the fiscal years ended September 30, [removed: 2020, 2019,] [added: 202](#ia5ad134e26164b17bd1c3cf9d0cffc61_79)[1](#ia5ad134e26164b17bd1c3cf9d0cffc61_79)[, 20](#ia5ad134e26164b17bd1c3cf9d0cffc61_79)[20](#ia5ad134e26164b17bd1c3cf9d0cffc61_79)[,] and [removed: 2018](#iae24bb64548d47cfaf1f12c57753c40c_82)] [added: 20](#ia5ad134e26164b17bd1c3cf9d0cffc61_79)[19](#ia5ad134e26164b17bd1c3cf9d0cffc61_79)] | | | | | | [removed: [54](#iae24bb64548d47cfaf1f12c57753c40c_82)] [added: [57](#ia5ad134e26164b17bd1c3cf9d0cffc61_79)] | | |

| [Notes to Consolidated Financial [removed: Statements](#iae24bb64548d47cfaf1f12c57753c40c_88)] [added: Statements](#ia5ad134e26164b17bd1c3cf9d0cffc61_82)] | | | | | | [removed: [55](#iae24bb64548d47cfaf1f12c57753c40c_88)] [added: [58](#ia5ad134e26164b17bd1c3cf9d0cffc61_82)] | | |

We have audited the accompanying consolidated balance sheets of AmerisourceBergen Corporation and subsidiaries (the Company) as of September 30, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended September 30, [removed: 2020,] [added: 2021,] and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at September 30, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended September 30, [removed: 2020,] [added: 2021,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of September 30, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated November [removed: 19, 2020] [added: 23, 2021] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | As discussed in Note 14 of the consolidated financial statements, the Company is involved in a significant number of lawsuits with counties, municipalities, and other governmental entities in a majority of U.S. states and Puerto Rico, as well as [removed: several] [added: numerous states and] tribes relating to the distribution of prescription opioid pain medications (“opioid litigation”). The Company recognizes a liability for those legal contingencies for which it is probable that a liability has been incurred at the date of the consolidated financial statements and the amount is reasonably estimable. The Company has recognized a [removed: $6.6 billion ($5.5] [added: $6.7] billion [removed: after tax) charge] [added: liability] related to the opioid litigation [removed: for the year ended] [added: as of] September 30, [removed: 2020] [added: 2021] and has disclosed that it is unable to estimate the range of possible loss in excess of the amount accrued. In connection with this [removed: charge,] [added: liability,] the Company recognized a related income tax benefit, which reflects an unrecognized tax benefit resulting from uncertainty in the amount that is more likely than not to be deductible for U.S. federal and state income tax purposes based in part upon the final terms and conditions of [removed: a] [added: the] settlement [removed: agreement.] [added: agreements.] The Company used significant judgment in measuring the amount of income tax benefit that qualified for recognition and may ultimately be deductible for U.S. federal and state purposes. | | |

| | | | Auditing management’s determination of [removed: whether] the [added: measurement of the] opioid litigation liability [removed: is probable] and [removed: reasonably estimable, and the related measurement and disclosures,] [added: disclosures] is highly subjective and requires significant judgment. For instance, auditing management’s judgments related to the opioid litigation was challenging due to the significant judgment applied in determining the [removed: timing and] magnitude of the liability and whether a range of possible loss in excess of the amount accrued is reasonably estimable, based upon the [removed: progress of settlement discussions and a potential] [added: proposed or final] settlement [removed: framework.] [added: agreements.] In addition, auditing management's estimate of the amount of income tax benefit related to the Company's uncertain tax position that qualified for recognition [removed: was] [added: is] challenging because the assumptions and estimates require significant judgment as they are based upon settlement terms and documentation, including provisions related to deductibility, that have not been finalized. | | |

| *How We Addressed the Matter in Our Audit* | | | We tested the Company’s internal controls that address the risks of material misstatement related to the [removed: completeness,] valuation, presentation and disclosure of the opioid litigation liability and related uncertain tax position. This included testing controls related to the Company’s process for identification, recognition, measurement and disclosure of the opioid litigation and testing controls related to the Company’s process to assess the technical merits of its tax position, including the Company’s assessment as to the amount of benefit that is more likely than not to be realized upon ultimate settlement with taxing authorities. For example, we inspected management’s review of correspondence from external legal counsel, [removed: historical legal settlements executed by] the [removed: Company and those executed by other defendants, actions and] [added: proposed or final settlement agreements,] statements made by the Company, and communications with the plaintiffs to determine the [removed: completeness and] accuracy of the opioid litigation liability and the related financial statement footnote disclosures. | | |

| | | | To test the Company’s [removed: opioid litigation liability,] [added: legal contingencies,] our substantive audit procedures included, among others, testing the completeness of the [removed: opioid litigation] [added: legal] contingencies subject to evaluation by the Company and evaluating the Company’s analysis of its assessment of the probability of outcome [removed: by considering the progress of settlement discussions involving the opioid litigation and communications with plaintiffs, as well as the experience] [added: for each material legal contingency through inspection] of [removed: other similar entities when evaluating the Company’s conclusions. We inspected] responses to inquiry letters sent to both internal and external legal counsel, [removed: held] discussions with internal [removed: and external legal] counsel to confirm our understanding of the [removed: settlement discussions,] [added: allegations,] and [removed: obtained] [added: obtaining] written representations from executives of the Company. We also compared the Company’s assessment with its relevant history of similar legal contingencies that have been settled or otherwise resolved to evaluate the consistency of the Company’s assessment for outstanding legal contingencies at the balance sheet date. [removed: In addition, we also evaluated the adequacy of the Company’s financial statement disclosures.] | | |

| | | | We involved our tax subject matter professionals in assessing the technical merits and measurement of the Company’s tax position related to the opioid litigation liability. We examined the Company’s analysis and evaluated the underlying facts upon which the tax position was based. We used our knowledge of historical settlement activity to evaluate the Company’s measurement of the uncertain tax position associated with the opioid litigation. This included evaluating third-party [removed: advice] [added: evidence] obtained [removed: by the Company and performing inquiries of] [added: from] the Company’s external income tax [removed: advisers.] [added: advisors.] We also evaluated the adequacy of the Company’s financial statement disclosures and obtained written representations from executives of the Company related to this income tax matter. | | |

| | | | For those legal contingencies for which the Company has determined that a loss is probable and reasonably estimable and is therefore required to be recognized, and for those legal contingencies for which the Company has determined that a loss is either probable or reasonably possible, but the Company is unable to estimate the range of loss, and is therefore required to be disclosed, we evaluated the method of measuring the amounts of the recorded and disclosed contingencies. We assessed the Company’s estimate of the amount of the loss, for both contingencies that are probable and reasonably possible, through inspection of responses to inquiry letters sent to both internal and external legal counsel, direct discussions with internal [removed: and external] legal counsel, inspection of court rulings, and inspection of settlement agreements. We also obtained written representations from executives of the Company. | | |

| (in thousands, except share and per share data) | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| [removed: Cash] [added: Cash, cash equivalents,] and [added: restricted] cash [removed: equivalents |] [added: at beginning of year] | | | | | [removed: $] | 4,597,746 | | | | | [removed: $] | 3,374,194 | | [added: | | | | 2,492,516 | | |]

| Accounts receivable, less allowances for returns and [removed: doubtful accounts: 2020] [added: credit losses: 2021] — [removed: $1,417,308; 2019] [added: $1,356,684; 2020] — [removed: $1,222,906] [added: $1,417,308] | | | | | | [removed: 13,846,301] [added: 18,167,175] | | | | | | [removed: 12,386,879] [added: 13,846,301] | | |

| Inventories | | | | | | [removed: 12,589,278] [added: 15,368,352] | | | | | | [removed: 11,060,254] [added: 12,589,278] | | |

| Right to recover [removed: asset] [added: assets] | | | | | | [removed: 1,344,649] [added: 1,271,557] | | | | | | [removed: 1,147,483] [added: 1,344,649] | | |

| Income tax receivable [removed: (Note 5)] | | | | | | [removed: 488,428] [added: 221,875] | | | | | | [removed: 5,859] [added: 488,428] | | |

| Prepaid expenses and other | | | | | | [removed: 189,300] [added: 853,600] | | | | | | [removed: 157,385] [added: 189,300] | | |

| Total current assets | | | | | | [removed: 33,055,702] [added: 38,802,609] | | | | | | [removed: 28,132,054] [added: 33,055,702] | | |

| Property and equipment, net | | | | | | [removed: 1,484,808] [added: 2,162,961] | | | | | | [removed: 1,770,516] [added: 1,484,808] | | |

| Goodwill | | | | | | [removed: 6,706,719] [added: 9,030,531] | | | | | | [removed: 6,705,507] [added: 6,706,719] | | |

| Other intangible assets | | | | | | [removed: 1,886,107] [added: 5,256,927] | | | | | | [removed: 2,294,836] [added: 1,886,107] | | |

| Deferred income taxes | | | | | | [removed: 361,640] [added: 290,791] | | | | | | [removed: —] [added: 361,640] | | |

| Other assets | | | | | | [removed: 779,854] [added: 1,793,986] | | | | | | [removed: 269,067] [added: 779,854] | | |

| TOTAL ASSETS | | | | | | $ | [removed: 44,274,830] [added: 57,337,805] | | | | | $ | [removed: 39,171,980] [added: 44,274,830] | |

| LIABILITIES AND STOCKHOLDERS' [removed: (DEFICIT) EQUITY] [added: EQUITY (DEFICIT)] | | | | | | | | | | | | | | |

| Accounts payable | | | | | | $ | [removed: 31,705,055] [added: 38,009,954] | | | | | $ | [removed: 28,385,074] [added: 31,705,055] | |

| Accrued expenses and other | | | | | | [removed: 1,646,763] [added: 2,856,405] | | | | | | [removed: 1,057,208] [added: 1,646,763] | | |

| Short-term debt | | | | | | [removed: 501,259] [added: 300,213] | | | | | | [removed: 139,012] [added: 501,259] | | |

| Total current liabilities | | | | | | [removed: 33,853,077] [added: 41,358,641] | | | | | | [removed: 29,581,294] [added: 33,853,077] | | |

| Long-term debt | | | | | | [removed: 3,618,261] [added: 6,383,711] | | | | | | [removed: 4,033,880] [added: 3,618,261] | | |

| Accrued income taxes | | | | | | [removed: 284,845] [added: 281,070] | | | | | | [removed: 284,075] [added: 284,845] | | |

| Deferred income taxes | | | | | | [removed: 686,485] [added: 1,685,296] | | | | | | [removed: 1,860,195] [added: 686,485] | | |

| Other liabilities | | | | | | [removed: 472,855] [added: 1,082,723] | | | | | | [removed: 98,812] [added: 472,855] | | |

[Table of Con](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[t](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[ents](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)

[Table of Con](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[t](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[ents](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)

| | | | To test the Company’s opioid litigation liability, our substantive audit procedures included, among others, testing the measurement of the opioid litigation contingencies by inspecting the proposed or final settlement agreements and agreeing key terms to management's reserve calculation and assumptions. We inspected responses to inquiry letters sent to both internal and external legal counsel, held discussions with internal legal counsel to confirm our understanding of the settlement discussions, and obtained written representations from executives of the Company. In addition, we also evaluated the adequacy of the Company’s financial statement disclosures. | | |

[Table of Con](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[t](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[ents](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)

[Table of Con](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[t](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[ents](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | Accounting for certain acquired intangible assets associated with acquisition of Alliance Healthcare | | |

| *Description of the Matter* | | | As discussed in Note 2 to the consolidated financial statements, on June 1, 2021, the Company acquired the majority of Walgreens Boots Alliance, Inc.'s ("WBA") Alliance Healthcare businesses ("Alliance Healthcare"), for $6,934 million in cash and other consideration, subject to certain purchase price adjustments (the "Transaction"). The Transaction was accounted for as a business combination. As part of the allocation of the purchase price, the Company estimated the fair value of finite-lived intangible assets to be $3,735 million, comprised of trade names and customer relationships. | | |

| | | | | | |

| | | | Auditing the Company's accounting for its acquisition of Alliance Healthcare was complex due to the estimation uncertainty in determining the fair value of certain customer relationship intangible assets. The estimation uncertainty was primarily due to the sensitivity of the respective assets’ fair value to underlying assumptions about the future performance of Alliance Healthcare and other related valuation assumptions. The significant assumptions used to estimate the value of these assets included discount rates and certain assumptions that form the basis of the forecasted results including customer attrition rate and EBITDA margin. These assumptions are forward looking and could be affected by future economic and market conditions. | | |

| | | | | | |

| *How We Addressed the Matter in Our Audit* | | | We tested the Company's controls over its accounting for acquisitions, including controls over management’s review of the significant assumptions described above. | | |

| | | | | | |

| | | | To test the estimated fair value of these intangible assets, we performed audit procedures that included, among others, evaluating the Company's use of the selected valuation model, testing the significant assumptions used in the model and testing the completeness and accuracy of the underlying data. For example, we compared certain assumptions to current market and economic trends, to historical results of the acquired business, to assumptions derived from the results of guideline companies within the industry, and to internal communications and analysis. Our valuation specialists assisted with the evaluation of the valuation model selected and the significant assumptions above, including the customer attrition rate and discount rate. | | |

| | | | | | |

November 23, 2021

[Table of Con](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[t](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[ents](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)

| Cash and cash equivalents | | | | | | $ | 2,547,142 | | | | | $ | 4,597,746 | |

| Assets held for sale | | | | | | 372,908 | | | | | | — | | |

| Liabilities held for sale | | | | | | 192,069 | | | | | | — | | |

| Noncontrolling interests | | | | | | 361,057 | | | | | | 179,288 | | |

[Table of Con](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[t](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[ents](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)

[Table of Con](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[t](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[ents](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)

[Table of Con](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[t](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[ents](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)

| Adoption of ASC 326, net of tax (Note 1) | | | | | | — | | | | | | — | | | | | | (21,106) | | | | | | — | | | | | | — | | | | | | (2,988) | | | | | | (24,094) | | |

| Net income | | | | | | — | | | | | | — | | | | | | 1,539,932 | | | | | | — | | | | | | — | | | | | | 4,676 | | | | | | 1,544,608 | | |

| Other comprehensive (loss) income | | | | | | — | | | | | | — | | | | | | — | | | | | | (336,612) | | | | | | — | | | | | | 2,100 | | | | | | (334,512) | | |

| Exercises of stock options | | | | | | 23 | | | | | | 198,727 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 198,750 | | |

| Equity consideration issued for acquisition of Alliance Healthcare (Note 2) | | | | | | — | | | | | | 86,089 | | | | | | — | | | | | | — | | | | | | 149,052 | | | | | | — | | | | | | 235,141 | | |

| Acquisition of Alliance Healthcare (Note 2) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 178,264 | | | | | | 178,264 | | |

| Other | | | | | | 6 | | | | | | (1,082) | | | | | | — | | | | | | — | | | | | | — | | | | | | (283) | | | | | | (1,359) | | |

| September 30, 2021 | | | | | | $ | 2,907 | | | | | $ | 5,465,104 | | | | | $ | 1,670,513 | | | | | $ | (445,442) | | | | | $ | (6,469,728) | | | | | $ | 361,057 | | | | | $ | 584,411 | |

[Table of Con](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[t](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[ents](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)

| Net income (loss) | | | | | | $ | 1,544,608 | | | | | $ | (3,399,558) | | | | | $ | 854,135 | |

| Gain on remeasurement of equity investment | | | | | | (64,721) | | | | | | — | | | | | | — | | |

| Loss on early retirement of debt | | | | | | — | | | | | | 22,175 | | | | | | — | | |

| EFFECT OF EXCHANGE RATE CHANGES ON CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | | | | | | (3,725) | | | | | | — | | | | | | — | | |

| (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, INCLUDING CASH CLASSIFIED WITHIN ASSETS HELD FOR SALE | | | | | | (1,525,867) | | | | | | 1,223,552 | | | | | | 881,678 | | |

| LESS: INCREASE IN CASH CLASSIFIED WITHIN ASSETS HELD FOR SALE | | | | | | (1,751) | | | | | | — | | | | | | — | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | To test the Company’s legal contingencies, our substantive audit procedures included, among others, testing the completeness of the legal contingencies subject to evaluation by the Company and evaluating the Company’s analysis of its assessment of the probability of outcome for each material legal contingency through inspection of responses to inquiry letters sent to both internal and external legal counsel, discussions with internal and external legal counsel to confirm our understanding of the allegations, and obtaining written representations from executives of the Company. We also compared the Company’s assessment with its relevant history of similar legal contingencies that have been settled or otherwise resolved to evaluate the consistency of the Company’s assessment for outstanding legal contingencies at the balance sheet date. | | |

November 19, 2020

| Long-term financing obligation (Note 1) | | | | | | — | | | | | | 320,518 | | |

| Noncontrolling interest | | | | | | 179,288 | | | | | | 114,289 | | |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Loss on consolidation of equity investments | | | | | | — | | | | | | — | | | | | | 42,328 | | |

| Loss on consolidation of equity investments | | | | | | — | | | | | | — | | | | | | 45,941 | | |

| September 30, 2017 | | | | | | $ | 2,806 | | | | | $ | 4,517,635 | | | | | $ | 2,395,218 | | | | | $ | (95,850) | | | | | $ | (4,755,348) | | | | | $ | — | | | | | $ | 2,064,461 | |

| Consolidation of variable interest entity | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 167,966 | | | | | | 167,966 | | |

| Net income (loss) | | | | | | — | | | | | | — | | | | | | 1,658,405 | | | | | | — | | | | | | — | | | | | | (42,513) | | | | | | 1,615,892 | | |

| Other comprehensive income (loss) | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,597 | | | | | | — | | | | | | (8,316) | | | | | | 8,281 | | |

| Exercises of stock options | | | | | | 27 | | | | | | 138,429 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 138,456 | | |

| Common stock purchases for employee stock purchase plan | | | | | | — | | | | | | (341) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (341) | | |

| Other | | | | | | 3 | | | | | | (2,566) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,563) | | |

| Impairment of non-customer note receivable | | | | | | — | | | | | | — | | | | | | 30,000 | | |

| Cash and cash equivalents at beginning of year | | | | | | 3,374,194 | | | | | | 2,492,516 | | | | | | 2,435,115 | | |

Certain reclassifications have been made to prior-period amounts in order to conform to the current year presentation.

In March 2020, the World Health Organization ("WHO") declared a global pandemic attributable to the outbreak and continued spread of COVID-19.

In connection with the mitigation and containment procedures recommended by the WHO and imposed by federal, state, and local governmental authorities, the Company implemented measures designed to keep its employees safe and address business continuity issues at its distribution centers and other locations.

The Company continues to evaluate and plan for the potential effects of a prolonged disruption and the related impacts on its revenue, results of operations, and cash flows.

These items include, but are not limited to, the financial condition of its customers and the realization of accounts receivable, decreased availability and demand for its products and services, and delays related to current and future projects.

While the Company's operational and financial performance may be significantly impacted by COVID-19, it is not possible for the Company to predict the duration or magnitude of the outbreak and whether it could have a material adverse impact on the Company's financial position, results of operations, or cash flows.

See Risk Factor - *We face risks related to health epidemics and pandemics, and the continued spread of COVID-19 is adversely affecting our business.*

In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)" ("ASU 2014-09").

ASU 2014-09 supersedes the revenue recognition requirements in Accounting Standards Codification ("ASC") 605 - "Revenue Recognition" and most industry-specific guidance throughout the Codification.

ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers.

The standard's core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

In March 2016, the FASB issued ASU No. 2016-08, "Revenue from Contracts with Customers (Topic 606) - Principal versus Agent Considerations" ("ASU 2016-08"), which clarified the implementation guidance for principal versus agent considerations in ASU 2014-09.

In April 2016, the FASB issued ASU No. 2016-10, "Revenue from Contracts with Customers (Topic 606) - Identifying Performance Obligations and Licensing" ("ASU 2016-10"), which amended the guidance in ASU 2014-09 related to identifying performance obligations and accounting for licenses of intellectual property.

The Company was required to adopt ASU 2016-08 and ASU 2016-10 with ASU 2014-09, collectively ASC 606.

The Company adopted ASC 606 as of October 1, 2018 on a modified retrospective basis for all open contracts as of October 1, 2018.

The Company did not record any material contract assets, contract liabilities, or deferred contract costs in its Consolidated Balance Sheet upon adoption.

The Company elected the practical expedient to expense costs to obtain a contract when incurred when the amortization period would have been one year or less.

Additionally, the Company elected the practical expedients to not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services

performed, and (iii) for contracts for which the variable consideration is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation.

The adoption of ASC 842 did not and will not have a material impact on the Company's results of operations or cash flows.

The Company does not expect the adoption of this new accounting guidance to have a material impact on its financial position, results of operations, or cash flows.

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.

There were no changes during the fiscal quarter ended September 30, [removed: 2020] [added: 2021] in the Company's internal control over financial reporting that materially affected, or are reasonably likely to materially affect, those controls.

AmerisourceBergen's management assessed the effectiveness of AmerisourceBergen's internal control over financial reporting as of September 30, [removed: 2020.][added: 2021.]

Based on management's assessment and those criteria, management has concluded that AmerisourceBergen's internal control over financial reporting was effective as of September 30, [removed: 2020.][added: 2021.]

We have audited AmerisourceBergen Corporation and subsidiaries' internal control over financial reporting as of September 30, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, AmerisourceBergen Corporation and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of September 30, [removed: 2020,] [added: 2021,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the [removed: 2020] [added: 2021] consolidated financial statements of the Company and our report dated November [removed: 19, 2020] [added: 23, 2021] expressed an unqualified opinion thereon.

During the third quarter of fiscal 2021, the Company acquired Alliance Healthcare.

As permitted by related SEC staff interpretive guidance for newly acquired businesses, Alliance Healthcare has been excluded from management's assessment of the effectiveness of the Company's internal control over financial reporting as of September 30, 2021.

In the aggregate, Alliance Healthcare represented 22% of the total assets (of which 10% represented acquired goodwill and intangibles) and 3% of total revenue of the Company as of and for the fiscal year ended September 30, 2021.

[Table of Con](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[t](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[ents](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Alliance Healthcare, which is included in the 2021 consolidated financial statements of the Company and constituted 22% of total assets as of September 30, 2021 and 3% of revenues for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Alliance Healthcare.

November 23, 2021

[Table of Con](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[t](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[ents](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)

November 19, 2020

Information appearing in our Notice of Annual Meeting of Stockholders and Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders (the [removed: "2021] [added: "2022] Proxy Statement"), including information appearing under "Proxy Statement [removed: Highlights - Director Nominees and Board Summary,"] [added: Highlights,"] "Corporate Governance and Related Matters," [added: and] "Audit Committee [removed: Matters," and "Delinquent Section 16(a) Reports,"] [added: Matters"] is incorporated herein by reference.

We will file the [removed: 2021] [added: 2022] Proxy Statement with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the close of the fiscal year.

Information contained in the [removed: 2021] [added: 2022] Proxy Statement, including information appearing under "Corporate Governance and Related Matters" and "Executive Compensation and Related Matters" in the [removed: 2021] [added: 2022] Proxy Statement, is incorporated herein by reference.

Information contained in the [removed: 2021] [added: 2022] Proxy Statement, including information appearing under "Beneficial Ownership of Common Stock" and "Equity Compensation Plan Information" in the [removed: 2021] [added: 2022] Proxy Statement, is incorporated herein by reference.

Information contained in the [removed: 2021] [added: 2022] Proxy Statement, including information appearing under "Corporate Governance and Related Matters" and "Related Person Transactions" in the [removed: 2021] [added: 2022] Proxy Statement, is incorporated herein by reference.

Information contained in the [removed: 2021] [added: 2022] Proxy Statement, including information appearing under "Audit Committee Matters" in the [removed: 2021] [added: 2022] Proxy Statement, is incorporated herein by reference.

[Table of Con](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[t](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[ents](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)

| [Report of Ernst & Young LLP, Independent Registered Public Accounting [removed: Firm](#iae24bb64548d47cfaf1f12c57753c40c_58)] [added: Firm](#ia5ad134e26164b17bd1c3cf9d0cffc61_58)] | | | [removed: [47](#iae24bb64548d47cfaf1f12c57753c40c_58)] [added: [49](#ia5ad134e26164b17bd1c3cf9d0cffc61_58)] | | |

| [Consolidated Balance Sheets as of September 30, [removed: 2020 and 2019](#iae24bb64548d47cfaf1f12c57753c40c_64)] [added: 202](#ia5ad134e26164b17bd1c3cf9d0cffc61_64)[1](#ia5ad134e26164b17bd1c3cf9d0cffc61_64) [and 2](#ia5ad134e26164b17bd1c3cf9d0cffc61_64)[0](#ia5ad134e26164b17bd1c3cf9d0cffc61_64)[20](#ia5ad134e26164b17bd1c3cf9d0cffc61_64)] | | | [removed: [50](#iae24bb64548d47cfaf1f12c57753c40c_64)] [added: [53](#ia5ad134e26164b17bd1c3cf9d0cffc61_64)] | | |

| [Consolidated Statements of Operations for the fiscal years ended September 30, [removed: 2020, 2019 and 2018](#iae24bb64548d47cfaf1f12c57753c40c_70)] [added: 202](#ia5ad134e26164b17bd1c3cf9d0cffc61_67)[1](#ia5ad134e26164b17bd1c3cf9d0cffc61_67)[, 20](#ia5ad134e26164b17bd1c3cf9d0cffc61_67)[20](#ia5ad134e26164b17bd1c3cf9d0cffc61_67) [and 20](#ia5ad134e26164b17bd1c3cf9d0cffc61_67)[19](#ia5ad134e26164b17bd1c3cf9d0cffc61_67)] | | | [removed: [51](#iae24bb64548d47cfaf1f12c57753c40c_70)] [added: [54](#ia5ad134e26164b17bd1c3cf9d0cffc61_67)] | | |

| [Consolidated Statements of Comprehensive Income for the fiscal years ended September 30, [removed: 2020, 2019,] [added: 202](#ia5ad134e26164b17bd1c3cf9d0cffc61_70)[1](#ia5ad134e26164b17bd1c3cf9d0cffc61_70)[, 20](#ia5ad134e26164b17bd1c3cf9d0cffc61_70)[20](#ia5ad134e26164b17bd1c3cf9d0cffc61_70)[,] and [removed: 2018](#iae24bb64548d47cfaf1f12c57753c40c_73)] [added: 20](#ia5ad134e26164b17bd1c3cf9d0cffc61_70)[19](#ia5ad134e26164b17bd1c3cf9d0cffc61_70)] | | | [removed: [52](#iae24bb64548d47cfaf1f12c57753c40c_73)] [added: [55](#ia5ad134e26164b17bd1c3cf9d0cffc61_70)] | | |

| [Consolidated Statements of Changes in Stockholders' Equity for the fiscal years ended September 30, [removed: 2020, 2019,] [added: 202](#ia5ad134e26164b17bd1c3cf9d0cffc61_73)[1](#ia5ad134e26164b17bd1c3cf9d0cffc61_73)[, 20](#ia5ad134e26164b17bd1c3cf9d0cffc61_73)[20](#ia5ad134e26164b17bd1c3cf9d0cffc61_73)[,] and [removed: 2018](#iae24bb64548d47cfaf1f12c57753c40c_76)] [added: 20](#ia5ad134e26164b17bd1c3cf9d0cffc61_73)[19](#ia5ad134e26164b17bd1c3cf9d0cffc61_73)] | | | [removed: [53](#iae24bb64548d47cfaf1f12c57753c40c_76)] [added: [56](#ia5ad134e26164b17bd1c3cf9d0cffc61_73)] | | |

| [Consolidated Statements of Cash Flows for the fiscal years ended September 30, [removed: 2020, 2019,] [added: 202](#ia5ad134e26164b17bd1c3cf9d0cffc61_79)[1](#ia5ad134e26164b17bd1c3cf9d0cffc61_79)[, 20](#ia5ad134e26164b17bd1c3cf9d0cffc61_79)[20](#ia5ad134e26164b17bd1c3cf9d0cffc61_79)[,] and [removed: 2018](#iae24bb64548d47cfaf1f12c57753c40c_82)] [added: 20](#ia5ad134e26164b17bd1c3cf9d0cffc61_79)[19](#ia5ad134e26164b17bd1c3cf9d0cffc61_79)] | | | [removed: [54](#iae24bb64548d47cfaf1f12c57753c40c_82)] [added: [57](#ia5ad134e26164b17bd1c3cf9d0cffc61_79)] | | |

| [Notes to Consolidated Financial [removed: Statements](#iae24bb64548d47cfaf1f12c57753c40c_88)] [added: Statements](#ia5ad134e26164b17bd1c3cf9d0cffc61_82)] | | | [removed: [55](#iae24bb64548d47cfaf1f12c57753c40c_88)] [added: [58](#ia5ad134e26164b17bd1c3cf9d0cffc61_82)] | | |

| [Schedule II — Valuation and Qualifying [removed: Accounts](#iae24bb64548d47cfaf1f12c57753c40c_193)] [added: Accounts](#ia5ad134e26164b17bd1c3cf9d0cffc61_184)] | | | [removed: [97](#iae24bb64548d47cfaf1f12c57753c40c_193)] [added: [101](#ia5ad134e26164b17bd1c3cf9d0cffc61_184)] | | |

| Exhibit Number | | | Description | | | [added: | | |]

| 3.1 | | | [Amended and Restated Certificate of Incorporation of the Registrant, dated as of March 4, 2010, as amended by the Certificate of Amendment dated as of February 17, 2011, the Certificate of Amendment dated as of March 6, 2014 and the Certificate of Amendment dated as of March 2, 2017 (incorporated by reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2017).](http://www.sec.gov/Archives/edgar/data/1140859/000114085917000020/exhibit31.htm) | | | [added: | | |]

| 3.2 | | | [Amended and Restated Bylaws of the Registrant, dated as of August 13, 2020 (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on August 18, 2020).](http://www.sec.gov/Archives/edgar/data/1140859/000114085920000037/abcamendedandrestatedb.htm) | | | [added: | | |]

| 4.1 | | | [Indenture, dated as of November 19, 2009, between the Registrant and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on November 23, 2009).](http://www.sec.gov/Archives/edgar/data/1140859/000095012309064828/c92926exv4w1.htm) | | | [added: | | |]

| 4.2 | | | [Fourth Supplemental Indenture, dated as of May 22, 2014, between the Registrant and U.S. Bank National Association, as trustee, related to Registrant's 3.400% Senior Notes due 2024 (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed on May 22, 2014).](http://www.sec.gov/Archives/edgar/data/1140859/000110465914041026/a14-13277_1ex4d2.htm) | | | [added: | | |]

| 4.3 | | | [Form of 3.400% Senior Notes due 2024 (incorporated by reference to Exhibit A to Fourth Supplemental Indenture, dated as of May 22, 2014, between the Registrant and U.S. Bank National Association, as trustee, related to the Registrant's 3.400% Senior Notes due 2024, which is filed as Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed on May 22, 2014).](http://www.sec.gov/Archives/edgar/data/1140859/000110465914041026/a14-13277_1ex4d2.htm) | | | [added: | | |]

| 4.4 | | | [Fifth Supplemental Indenture, dated as of February 20, 2015, between the Registrant and U.S. Bank National Association, as trustee, related to the Registrant's 3.250% Senior Notes due 2025 (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on February 20, 2015).](http://www.sec.gov/Archives/edgar/data/1140859/000110465915012462/a15-1983_5ex4d1.htm) | | | [added: | | |]

| 4.5 | | | [Form of 3.250% Senior Notes due 2025 (incorporated by reference to Exhibit A to Fifth Supplemental Indenture, dated as of February 20, 2015 between the Registrant and U.S. Bank National Association, as trustee, related to the Registrant's 3.250% Senior Notes due 2025, which is filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on February 20, 2015).](http://www.sec.gov/Archives/edgar/data/1140859/000110465915012462/a15-1983_5ex4d1.htm) | | | [added: | | |]

| 4.6 | | | [Sixth Supplemental Indenture, dated as of February 20, 2015, between the Registrant and U.S. Bank National Association, as trustee, related to the Registrant's 4.250% Senior Notes due 2045 (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed on February 20, 2015).](http://www.sec.gov/Archives/edgar/data/1140859/000110465915012462/a15-1983_5ex4d2.htm) | | | [added: | | |]

| 4.7 | | | [Form of 4.250% Senior Notes due 2045 (incorporated by reference to Exhibit A to Sixth Supplemental Indenture, dated as of February 20, 2015 between the Registrant and U.S. Bank National Association, as trustee, related to the Registrant's 4.250% Senior Notes due 2045, which is filed as Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed on February 20, 2015).](http://www.sec.gov/Archives/edgar/data/1140859/000110465915012462/a15-1983_5ex4d2.htm) | | | [added: | | |]

| [removed: 4.80] [added: 4.8] | | | [Seventh Supplemental Indenture, dated as of December 4, 2017, between the Registrant and U.S. Bank National Association, as trustee, related to the Registrant's 3.450% Senior Notes due 2027 (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on December 5, 2017).](http://www.sec.gov/Archives/edgar/data/1140859/000110465917071915/a17-27152_5ex4d1.htm) | | | [added: | | |]

| [removed: 4.90] [added: 4.9] | | | [Form of 3.450% Senior Notes due 2027 (incorporated by reference to Exhibit A to Seventh Supplemental Indenture, dated as of December 4, 2017 between the Registrant and U.S. Bank National Association, as trustee, related to the Registrant's 3.450% Senior Notes due 2027, which is filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on December 5, 2017).](http://www.sec.gov/Archives/edgar/data/1140859/000110465917071915/a17-27152_5ex4d1.htm) | | | [added: | | |]

| 4.10 | | | [Eighth Supplemental Indenture, dated as of December 4, 2017, between the Registrant and U.S. Bank National Association, as trustee, related to the Registrant's 4.300% Senior Notes due 2047 (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed on December 5, 2017).](http://www.sec.gov/Archives/edgar/data/1140859/000110465917071915/a17-27152_5ex4d2.htm) | | | [added: | | |]

| 4.11 | | | [Form of 4.300% Senior Notes due 2047 (incorporated by reference to Exhibit A to Eighth Supplemental Indenture, dated as of December 4, 2017 between the Registrant and U.S. Bank National Association, as trustee, related to the Registrant's 4.300% Senior Notes due 2047, which is filed as Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed on December 5, 2017).](http://www.sec.gov/Archives/edgar/data/1140859/000110465917071915/a17-27152_5ex4d2.htm) | | | [added: | | |]

| 4.12 | | | [Ninth Supplemental Indenture, dated as of May 19, 2020, between the Registrant and U.S. Bank National Association, as trustee, related to the Registrant's 2.800% Senior Notes due 2030 (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on May 19, 2020).](http://www.sec.gov/Archives/edgar/data/1140859/000110465920063800/tm2020153d1_ex4-1.htm) | | | [added: | | |]

| 4.13 | | | [Form of 2.800% Senior Notes due 2030 (incorporated by reference to Exhibit A to Ninth Supplemental Indenture, dated as of May 19, 2020 between the Registrant and U.S. Bank National Association, as trustee, related to the Registrant's 2.800% Senior Notes due 2030, which is filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on May 19, 2020).](http://www.sec.gov/Archives/edgar/data/1140859/000110465920063800/tm2020153d1_ex4-1.htm) | | | [added: | | |]

| [removed: 4.14] [added: 4.18] | | | [Description of the Registrant's Securities](https://www.sec.gov/Archives/edgar/data/1140859/000114085919000040/exhibit414-9302019.htm) | | | [added: | | |]

| 10.1 | | | [Framework Agreement, dated as of March 18, 2013, by and among the Registrant, Walgreen Co. and Alliance Boots GmbH (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on March 20, 2013).](http://www.sec.gov/Archives/edgar/data/1140859/000110465913022322/a13-7900_1ex10d1.htm) | | | [added: | | |]

| 10.2 | | | [removed: [Shareholders] [added: [Amended and Restated AmerisourceBergen Shareholders] Agreement, dated as of [removed: March 18, 2013, by and among the Registrant, Walgreen Co.] [added: June 1, 2021, between AmerisourceBergen Corporation] and [removed: Alliance] [added: Walgreens] Boots [removed: GmbH] [added: Alliance, Inc.] (incorporated by reference to Exhibit [removed: 10.2] [added: 10.1] to [removed: the Registrant's] [added: AmerisourceBergen Corporation's] Current Report on Form 8-K filed on [removed: March 20, 2013).](http://www.sec.gov/Archives/edgar/data/1140859/000110465913022322/a13-7900_1ex10d2.htm)] [added: June 2, 2021).](http://www.sec.gov/Archives/edgar/data/1140859/000095015721000585/ex10-1.htm)] | | | [added: | | |]

| ‡10.3 | | | [AmerisourceBergen Corporation 2001 Non-Employee Directors' Stock Option Plan, as amended as of November 9, 2005 (incorporated by reference to Exhibit 10.17 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 2005).](http://www.sec.gov/Archives/edgar/data/1140859/000119312505240076/dex1017.htm) | | | [added: | | |]

| ‡10.4 | | | [AmerisourceBergen Corporation 2001 Deferred Compensation Plan, as amended and restated as of November 24, 2008 (incorporated by reference to Exhibit 10.19 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 2008).](http://www.sec.gov/Archives/edgar/data/1140859/000119312508243469/dex1019.htm) | | | [added: | | |]

| ‡10.5 | | | [AmerisourceBergen Corporation Equity Incentive Plan, as amended and restated as of January 1, 2011(incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on February 25, 2013).](http://www.sec.gov/Archives/edgar/data/1140859/000110465913013797/a13-5951_1ex10d1.htm) | | | [added: | | |]

| ‡10.6 | | | [Form of Nonqualified Stock Option Award Agreement to Employee under the AmerisourceBergen Corporation Equity Incentive Plan (incorporated by reference to Exhibit 10.10 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 2013).](http://www.sec.gov/Archives/edgar/data/1140859/000104746913010867/a2217371zex-10_10.htm) | | | [added: | | |]

| ‡10.7 | | | [AmerisourceBergen Corporation Amended and Restated Employee Stock Purchase Plan, as amended and restated on March 2, 2018 (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018).](http://www.sec.gov/Archives/edgar/data/1140859/000114085918000020/exhibit101-abcarespp.htm) | | | [added: | | |]

| ‡10.8 | | | [AmerisourceBergen Corporation Compensation Policy for Non-Employee Directors, effective as of March 3, 2016 (incorporated by reference to Exhibit 99.2 to the Registrant's Current Report on Form 8-K filed on March 9, 2016).](http://www.sec.gov/Archives/edgar/data/1140859/000110465916103757/a16-5960_1ex99d2.htm) | | | [added: | | |]

| ‡10.9 | | | [AmerisourceBergen Corporation Benefit Restoration Plan, as amended and restated as of December 1, 2013 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on December 5, 2013).](http://www.sec.gov/Archives/edgar/data/1140859/000110465913088559/a13-25587_1ex10d1.htm) | | | [added: | | |]

| ‡10.10 | | | [AmerisourceBergen Corporation Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on March 10, 2014).](http://www.sec.gov/Archives/edgar/data/1140859/000110465914018004/a14-7723_1ex10d1.htm) | | | [added: | | |]

| ‡10.11 | | | [Form of Restricted Stock Unit Agreement to Non-Employee Director under the AmerisourceBergen Corporation Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on form 8-K filed on March 10, 2014).](http://www.sec.gov/Archives/edgar/data/1140859/000110465914018004/a14-7723_1ex10d3.htm) | | | [added: | | |]

| ‡10.12 | | | [Form of 2014 Nonqualified Stock Option Award Agreement to Employee under the AmerisourceBergen Corporation Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K filed on March 10, 2014).](http://www.sec.gov/Archives/edgar/data/1140859/000110465914018004/a14-7723_1ex10d4.htm) | | | [added: | | |]

| ‡10.13 | | | [Form of 2014 Restricted Stock Unit Agreement to Employee under the AmerisourceBergen Corporation Omnibus Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant's Current Report on Form 8-K filed on March 10, 2014).](http://www.sec.gov/Archives/edgar/data/1140859/000110465914018004/a14-7723_1ex10d5.htm) | | | [added: | | |]

| ‡10.14 | | | [Form of 2014 Performance Share Award Agreement to Employee under the AmerisourceBergen Corporation Omnibus Incentive Plan (incorporated by reference to Exhibit 10.6 to the Registrant's Current Report on Form 8-K filed on March 10, 2014).](http://www.sec.gov/Archives/edgar/data/1140859/000110465914018004/a14-7723_1ex10d6.htm) | | | [added: | | |]

| ‡10.15 | | | [Form of 2019 Nonqualified Stock Option Award Agreement to Employee under the AmerisourceBergen Corporation Omnibus Incentive Plan (incorporated by reference to Exhibit 10.7 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2018).](http://www.sec.gov/Archives/edgar/data/1140859/000114085919000008/exhibit107-abcformofnonqua.htm) | | | [added: | | |]

[Table of Con](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[t](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[ents](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 2.1 | | | [Share Purchase Agreement, by and between Walgreens Boots Alliance, Inc. and AmerisourceBergen Corporation, dated as of January 6, 2021 (incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed on January 8, 2021).](https://www.sec.gov/Archives/edgar/data/1140859/000095015721000022/ex2-1.htm) | | | | | |

[Table of Con](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[t](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[ents](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Exhibit Number | | | Description | | | | | |

| 4.14 | | | [Tenth Supplemental Indenture, dated March 30, 2021, by and between AmerisourceBergen Corporation and U.S. Bank National Association (including Form of 0.737% Senior Note due 2023) (incorporated by reference to Exhibit 4.1 to AmerisourceBergen Corporation's Current Report on Form 8-K filed on April 1, 2021).](http://www.sec.gov/Archives/edgar/data/1140859/000110465921045547/tm214933d4_ex4-1.htm) | | | | | |

| 4.15 | | | [Form of 0.737% Senior Note due 2023 (incorporated by reference to Exhibit A to Tenth Supplemental Indenture, dated March 30, 2021, by and between AmerisourceBergen Corporation and U.S. Bank National Association, as trustee, related to the Registrant's 0.737% Senior Notes Due 2023, which is filed as Exhibit 4.1 to AmerisourceBergen Corporation's Current Report on Form 8-K filed on April 1, 2021).](http://www.sec.gov/Archives/edgar/data/1140859/000110465921045547/tm214933d4_ex4-1.htm) | | | | | |

| 4.16 | | | [Eleventh Supplemental Indenture, dated March 30, 2021, by and between AmerisourceBergen Corporation and U.S. Bank National Association](http://www.sec.gov/Archives/edgar/data/1140859/000110465921045547/tm214933d4_ex4-2.htm) [(including Form of 2.700% Senior Note due 2031)](http://www.sec.gov/Archives/edgar/data/1140859/000110465921045547/tm214933d4_ex4-2.htm) [(incorporated by reference to Exhibit 4.2 to AmerisourceBergen Corporation's Current Report on Form 8-K filed on April 1, 2021).](http://www.sec.gov/Archives/edgar/data/1140859/000110465921045547/tm214933d4_ex4-2.htm) | | | | | |

| 4.17 | | | [Form of 2.700% Senior Note due 2031 (incorporated by reference to Exhibit A to Eleventh Supplemental Indenture, dated March 30, 2021, by and between AmerisourceBergen Corporation and U.S. Bank National Association, as trustee, related to the Registrant's 2.700% Senior Notes Due 2031, which is filed as Exhibit 4.2 to AmerisourceBergen Corporation's Current Report on Form 8-K filed on April 1, 2021).](http://www.sec.gov/Archives/edgar/data/1140859/000110465921045547/tm214933d4_ex4-2.htm) | | | | | |

[Table of Con](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[t](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[ents](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Exhibit Number | | | Description | | | | | |

| ‡10.18 | | | [Form of 2020 Restricted Stock Unit Agreement to Employee under the AmerisourceBergen Corporation Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2020).](https://www.sec.gov/Archives/edgar/data/0001140859/000114085921000005/exhibit101-formof2020rsuaw.htm) | | | | | |

[Table of Con](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[t](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[ents](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Exhibit Number | | | Description | | | | | |

| 10.44 | | | [First Amendment, dated as of May 13, 2021, to the Credit Agreement, dated as of March 18, 2011, as amended and restated as of September 18, 2019, among AmerisourceBergen Corporation, the borrowing subsidiaries party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other financial institutions party thereto (incorporated by reference to Exhibit 10.](https://www.sec.gov/Archives/edgar/data/1140859/000110465921066835/tm2116148d1_ex10-3.htm)[3](https://www.sec.gov/Archives/edgar/data/1140859/000110465921066835/tm2116148d1_ex10-3.htm) [to AmerisourceBergen Corporation's Current Report on Form 8-K filed on May 14, 2021).](https://www.sec.gov/Archives/edgar/data/1140859/000110465921066835/tm2116148d1_ex10-3.htm) | | | | | |

[Table of Con](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[t](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[ents](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Exhibit Number | | | Description | | | | | |

| 10.47 | | | [Term Credit Agreement, dated as of February 17, 2021, among AmerisourceBergen Corporation, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on February 18, 2021).](https://www.sec.gov/Archives/edgar/data/0001140859/000095015721000211/ex10-1.htm) | | | | | |

| 10.51 | | | [First Amendment, dated as of May 13, 2021, to the Credit Agreement, dated as of February 17, 2021, among AmerisourceBergen Corporation, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.](https://www.sec.gov/Archives/edgar/data/1140859/000110465921066835/tm2116148d1_ex10-1.htm)[1](https://www.sec.gov/Archives/edgar/data/1140859/000110465921066835/tm2116148d1_ex10-1.htm) [to AmerisourceBergen Corporation's Current Report on Form 8-K filed on May 14, 2021).](https://www.sec.gov/Archives/edgar/data/1140859/000110465921066835/tm2116148d1_ex10-1.htm) | | | | | |

| 10.52 | | | [Amended and Restated Credit Agreement, dated as of November 4, 2021, among AmerisourceBergen Corporation, the borrowing subsidiaries party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent](http://www.sec.gov/Archives/edgar/data/1140859/000110465921135650/tm2131954d1_ex10-1.htm) [(incorporated by reference to Exhibit 10.1 to AmerisourceBergen Corporation's](http://www.sec.gov/Archives/edgar/data/1140859/000110465921135650/tm2131954d1_ex10-1.htm) [Current Report on Form 8-K file](http://www.sec.gov/Archives/edgar/data/1140859/000110465921135650/tm2131954d1_ex10-1.htm)[d on](http://www.sec.gov/Archives/edgar/data/1140859/000110465921135650/tm2131954d1_ex10-1.htm) [November 8, 2021)](http://www.sec.gov/Archives/edgar/data/1140859/000110465921135650/tm2131954d1_ex10-1.htm)[.](http://www.sec.gov/Archives/edgar/data/1140859/000110465921135650/tm2131954d1_ex10-1.htm) | | | | | |

| 99.1 | | | [Proposed Settlement Agreement, dated July 21, 2021 (incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed on July 23, 2021).](http://www.sec.gov/Archives/edgar/data/0001140859/000114085921000033/exhibit992-distributorsett.htm) | | | | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| 10.41 | | | [Thirteenth Amendment to Amended and Restated Receivables Purchase Agreement, dated as of October 31, 2018, among AmeriSource Receivables Financial Corporation, as seller, AmerisourceBergen Drug Corporation, as servicer, the Purchaser Agents and Purchasers party thereto, and MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), as administrator (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed on November 6, 2018).](http://www.sec.gov/Archives/edgar/data/1140859/000114085918000046/exhibit103a02.htm) | | |

| 10.44 | | | [Amended and Restated Performance Undertaking, dated as of December 2, 2004, executed by the Registrant, as performance guarantor, in favor of AmeriSource Receivables Financial Corporation, as recipient (incorporated by reference to Exhibit 10.31 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 2011).](http://www.sec.gov/Archives/edgar/data/1140859/000095012311100028/c24915exv10w31.htm) | | |

| 10.45 | | | [First Amendment to Amended and Restated Performance Undertaking Agreement, dated as of April 28, 2011, executed by the Registrant, as performance guarantor (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed on May 4, 2011).](http://www.sec.gov/Archives/edgar/data/1140859/000095012311044438/c16448exv10w3.htm) | | |

| 10.47 | | | [Third Amendment to Amended and Restated Performance Undertaking Agreement, dated as of September 18, 2019, executed by AmerisourceBergen Corporation, as performance guarantor (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on September 23, 2019).](http://www.sec.gov/Archives/edgar/data/1140859/000114085919000032/exhibit104-thirdamendm.htm) | | |

| 10.48 | | | [Second Amended and Restated Performance Undertaking Agreement, dated as of October 16, 2020, executed by AmerisourceBergen Corporation, as performance guarantor (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed on October](http://www.sec.gov/Archives/edgar/data/1140859/000114085920000041/exhibit103-2ndarperfor.htm) [19](http://www.sec.gov/Archives/edgar/data/1140859/000114085920000041/exhibit103-2ndarperfor.htm)[, 2020).](http://www.sec.gov/Archives/edgar/data/1140859/000114085920000041/exhibit103-2ndarperfor.htm) | | |

| 10.51 | | | [First Amendment to Line of Credit Note, dated as of April 4, 2014, between the Registrant and Citizens Bank of Pennsylvania (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2014).](http://www.sec.gov/Archives/edgar/data/1140859/000110465914058233/a14-14233_1ex10d1.htm) | | |

| Date: November [removed: 19, 2020] [added: 23, 2021] | | | | | | By: | | | | | | /s/ STEVEN H. COLLIS Steven H. Collis Chairman, President and Chief Executive Officer | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below as of November [removed: 19, 2020] [added: 23, 2021] by the following persons on behalf of the Registrant and in the capacities indicated.

| /s/ [removed: _____________________________________________] [added: ORNELLA BARRA____________________________] Ornella Barra | | | | | | Director | | |

| (In thousands) | | | | | | Balance at Beginning of Period | | | | | | Charged to Costs and Expenses (1) | | | | | | [removed: Deductions- Describe] [added: Deductions] (2) | | | | | | Balance at End of Period (3) | | |

| Allowances for returns and [removed: doubtful accounts] [added: credit losses] | | | | | | $ | 1,223,887 | | | | | $ | 4,019,830 | | | | | $ | (3,826,409) | | | | | $ | 1,417,308 | |

| Allowances for returns and [removed: doubtful accounts] [added: credit losses] | | | | | | $ | 1,049,901 | | | | | $ | 3,720,642 | | | | | $ | (3,546,656) | | | | | $ | 1,223,887 | |

| Year Ended September 30, [removed: 2018] [added: 2021] | | | | | | | | | | | | | | | | | | | | | | | | | | |

(1)Represents the provision for returns and [removed: doubtful accounts.][added: credit losses.]

(3)Includes an allowance for [removed: doubtful accounts] [added: credit losses] for long-term accounts receivable within Other Assets on the Consolidated Balance Sheets of $981 thousand [removed: and $13,568 thousand] as of September 30, [removed: 2019, and 2018, respectively.][added: 2019.]

[Table of Con](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[t](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[ents](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)

[Table of Con](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[t](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[ents](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)

[Table of Con](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[t](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)[ents](#ia5ad134e26164b17bd1c3cf9d0cffc61_7)

| Allowances for returns and credit losses | | | | | | $ | 1,417,308 | | | | | $ | 3,906,776 | | | | | $ | (3,967,400) | | | | | $ | 1,356,684 | |

| Allowances for returns and doubtful accounts | | | | | | $ | 1,068,251 | | | | | $ | 3,397,562 | | | | | $ | (3,415,912) | | | | | $ | 1,049,901 | |