Cencora (COR) 10-K risk factor changes: FY2022 vs FY2021

WBA accounted for approximately [removed: 31%] [added: 27%] of our revenue in the fiscal year ended September 30, [removed: 2021.][added: 2022.]

Express Scripts accounted for approximately [removed: 12%] [added: 13%] of our revenue in the fiscal year ended September 30, [removed: 2021.][added: 2022.]

Our top ten customers, including governmental agencies, represented approximately [removed: 69%] [added: 66%] of revenue in the fiscal year ended September 30, [removed: 2021.][added: 2022.]

In addition, WBA has the right, but not the obligation, under the transactions contemplated by the Framework Agreement dated March 18, 2013 and the Amended and Restated AmerisourceBergen Shareholders Agreement dated June 1, [removed: 2021] [added: 2021, as further amended on August 2, 2022 (the “Shareholders Agreement”),] to make certain additional investments in our common stock.

Any sales [removed: in the public market] of common stock [removed: currently held] by WBA [removed: or acquired by WBA pursuant to open market purchases] could adversely affect prevailing market prices of our common stock.

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

[added: costs, decreased revenue, decreased benefits and the diversion] of management time and attention.

In addition, upon the expiration or termination of our distribution agreement for Walgreens pharmacies, our distribution agreement with Boots UK [removed: Ltd] [added: Ltd.] or our generics purchasing services 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.

[removed: As previously announced, on] [added: On] June 1, 2021, we completed our acquisition of Alliance Healthcare from WBA for [removed: $6,602.0] [added: $5,596.7] million in [added: net] cash, [removed: subject to certain purchase price adjustments,] $229.1 million of the [removed: Company's] [added: our] common [removed: 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,] [added: stock,] and $6.1 million of other equity consideration (see Note 2 of the Notes to Consolidated Financial Statements).

Alliance Healthcare [removed: operates] [added: and PharmaLex operate] in the United Kingdom, [added: Germany,] a number of [added: other] countries in the European [removed: Union] [added: Union,] and in select other markets.

We may find that our ability to integrate and control Alliance Healthcare [added: and PharmaLex] 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.

[added: Each of] Alliance Healthcare [added: and PharmaLex] may fail to achieve its expected future financial and operating performance and results and the [removed: acquisition] [added: acquisitions] may have the effect of disrupting relationships with employees, suppliers, and other business partners.

As a result of the acquisition of Alliance Healthcare and other future acquisitions, [added: including PharmaLex,] 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.

[removed: Alliance Healthcare operates] [added: Our businesses operate] 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.

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 [added: businesses, including] Alliance Healthcare.

We regularly evaluate our portfolio [removed: in order] to determine whether an asset or business may no longer help us meet our objectives.

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 [added: 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 the [added: January 2020] withdrawal of the United Kingdom from the European Union.

We have [added: continued to expand our] operations in the United Kingdom and the European Union and face risks associated with the uncertainty and potential disruptions associated with the United [removed: Kingdom withdrawing] [added: Kingdom's withdrawal] from the European Union (“Brexit”).

[added: We continue to believe] Brexit could adversely affect political, regulatory, economic or market conditions and contribute to instability in global political institutions, regulatory agencies and financial markets.

Our business exposes us to risks that are inherent in the distribution of pharmaceuticals and the provision [removed: of related services, including with respect to cold chain storage and shipping.]

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

Although we seek to maintain adequate insurance coverage, coverage on acceptable terms might be unavailable, [removed: or] coverage might not cover our [removed: losses] [added: losses, coverage might be significantly more costly] or may require large deductibles.

Additionally, approximately [removed: 27%] [added: 28%] of our employees are covered by collective bargaining agreements, [removed: a large majority] [added: nearly all] of [removed: which] [added: whom] are [removed: Alliance Healthcare] employees located outside of the United States.

As described in greater detail in the [removed: "Competition" section beginning on page 5,] [added: “Competition” section,] the industries in which we operate are highly competitive.

In addition, [removed: in recent years] the healthcare industry [removed: has been subject] [added: continues] to [added: experience] increasing consolidation, including [added: through the formation of strategic alliances] among pharmaceutical manufacturers, retail pharmacies, [added: healthcare providers] and health insurers, which may create further competitive pressures on our pharmaceutical distribution business.

[removed: If we do not compete successfully, it] [added: Our failure to protect our reputation] could have a material [removed: and] adverse effect on our business and [removed: results of operations.][added: operations.]

As of September 30, [removed: 2021,] [added: 2022,] our two largest trade receivable balances due from customers represented approximately 38% and [removed: 6%] [added: 7%] of accounts receivable, net.

Regulation of pharmaceutical distribution is intended to prevent diversion and the introduction of counterfeit, adulterated, and/or mislabeled drugs into the pharmaceutical distribution [removed: system.][added: system, as well as provide assurance over the integrity of products traversing the supply chain.]

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

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

Failure to [removed: fully] comply with the DQSA [removed: requirements, including the DSCSA requirements,] [added: requirements] or with additional similar governmental regulatory and licensing [removed: requirements, and any failure to comply] [added: requirements] may result in suspension or delay of certain operations and additional costs to bring our facilities into compliance.

[removed: Likewise, we] [added: We] cannot predict the impact [removed: of] [added: that] any efforts to change or repeal any provisions of the ACA may have on the ACA or other healthcare legislation and regulation.

Some European governments have implemented or are considering austerity measures to reduce healthcare spending such as volume discounts, cost caps, cost sharing for increases in excess of prior year costs for individual products or aggregated market level spending, outcome-based [added: pricing schemes and free products for a portion of the expected therapy period.]

[removed: All of these measures exert pressure on the] pricing and reimbursement levels for pharmaceuticals and may cause our customers to purchase fewer of our products and services or influence us to reduce prices.

[removed: There] [added: While the Court’s decision (if fully implemented by CMS) removes the reimbursement restrictions for 340B products affecting our customers and indirectly the company, there] can be no assurance that recent or future rules established by CMS will not have an adverse impact on our business.

For example, the 340B drug discount program requires manufacturers to provide discounts on outpatient drugs to “covered entity” safety net providers, and previous Health Resources and Services Administration (“HRSA”) guidance has allowed covered entities to dispense 340B discounted drugs through arrangements with multiple “contract pharmacies.” Recently, several manufacturers have announced initiatives that may inhibit or limit covered entities’ ability to use any, or multiple, contract pharmacies, [removed: and] may [removed: direct us not to honor 340B discounted pricing requests] [added: place conditions] on [removed: orders to be shipped to contract pharmacies (or may not honor chargebacks where such discounts are extended to] [added: the use of] contract [removed: pharmacies).]

Since these manufacturer policies were first announced, both manufacturers and covered entities have filed lawsuits against HRSA regarding the contract pharmacy policy, which are currently pending, [removed: and] in [removed: September 2021,] [added: several federal district and appellate courts, and] HRSA [added: has also] advised certain manufacturers that it was referring their policies to the Office of Inspector General of the Department of Health and Human Services for potential civil money penalty enforcement proceedings.

Any future reductions in Medicare reimbursement rates or modifications to Medicare drug pricing regulations such as ASP [removed: calculations] [added: calculations, or the extension of IRA pricing reforms to commercial health plans,] could negatively impact our customers' businesses and their ability to continue to purchase such drugs from us, or could indirectly affect the structure of our relationships with manufacturers and our customers.

At this time, we can provide no assurances that future [removed: Medicare and/or] [added: Medicare,] Medicaid [added: or other insurance] payment or policy changes, if adopted, would not have a material adverse effect on our business.

For example, in November 2022, WBA sold 13.2 million shares of our common stock.

On September 12, 2022, we announced our intent to acquire PharmaLex Holding GmbH (“PharmaLex”) for €1,280 million in cash, subject to certain customary adjustments.

The PharmaLex transaction is expected to close by March 2023 and is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals.

We conduct operations in over 50 countries, which subjects us to various risks inherent in global operations.

For example, during fiscal 2022, Turkey became a “highly inflationary economy,” as defined under U.S. GAAP, which impacted our consolidated financial statements.

Furthermore, geopolitical dynamics caused by political, economic, social or other conditions in foreign countries and regions may impact our business and results of operations.

During fiscal 2022, we have experienced increased costs, including for fuel, and it is possible that we could experience supply disruptions or shortages if tariffs or other protective measures are enacted.

Significantly higher and sustained rates of inflation, with subsequent increases in operational costs, could have a material adverse effect on our business, financial position and results of operations.

The continued threat of terrorism and heightened security and military action in response thereto, or any other current or future acts of terrorism, war (such as the ongoing Russia and Ukraine war), and other events (such as economic sanctions and trade restrictions, including those related to the on-going Russia and Ukraine war) may cause further disruptions to the economies of the United States and other countries and create further uncertainties or could otherwise negatively impact our business, operating results, and financial condition.

Similar future trade disruptions or disputes could have a negative impact on our operations in the United Kingdom and European Union and other parts of the world.

of related services, including cold chain storage and shipping.

We expect this trend to continue.

Continued consolidation within the healthcare industry could adversely affect our results of operations, to the extent we experience reduced negotiating power or possible customer losses.

Furthermore, the bankruptcy, insolvency or other credit failure of a significant supplier could have an adverse effect on the supply or availability of products which may cause supply chain disruptions and increases in the price of substitutes or alternatives.

The FDA, and eventually all comparable state agencies, will promulgate implementing regulations governing wholesale distributor and third-party logistics providers.

Most recently, on February 4, 2022, the FDA issued a proposed rule, which, when finalized, will establish the national standards for the licensure of wholesale drug distributors and third-party logistics providers.

All of these measures exert pressure on the

More recently, on August 16, 2022, President Biden signed into law the Inflation Reduction Act (“IRA”), an omnibus budget law which contains significant reforms affecting prescription drug pricing and reimbursement.

These reforms include: (i) manufacturer inflation rebates on drugs covered under Medicare Part B and Medicare Part D, to the extent such products’ prices increase faster than the rate of consumer price inflation, beginning in the fourth quarter of 2022 for Part D drugs and the first quarter of 2023 for Part B drugs; (ii) limits on Medicare Part B and Part D patients’ cost sharing for insulin, beginning in 2023; (iii) Medicare Part D benefit redesign beginning in 2024, including replacement of the “coverage gap discounts” that pharmaceutical manufacturers currently pay with new mandatory manufacturer discounts applicable during all phases of the Part D benefit after satisfaction of the deductible, beginning in 2025; and (iv) federal price negotiation of “maximum fair prices” for certain “selected” high-expenditure drugs under Medicare Parts D and B, applicable beginning in 2026 for Part D drugs and 2028 for Part B drugs, under which maximum fair prices must be made available to pharmacies, physicians, and other entities dispensing or providing drugs covered under Medicare Parts D and B.

Although the primary effects of the IRA reforms will be felt by manufacturers, these changes may impact our customer pricing structures, our manufacturer distribution relationships and revenue, our customers' billing processes and reimbursement amounts, and drug prices more generally (including outside of the Medicare context).

Among other issues, the mechanisms by which maximum fair prices will be made available to pharmacies, physicians and other purchasers of selected drugs, and our associated role and responsibilities, remain to be determined.

More broadly, the law contains reimbursement and pricing incentives designed to promote biosimilar introduction and competition which may affect our customers’ selection of products.

Each of these considerations, as well as other issues that may arise in connection with the implementation of the IRA, may adversely affect our operations and profitability.

Subsequently, CMS issued proposed rules for later years containing similar reductions in hospital outpatient payments for 340B drugs.

In June 2022, the United States Supreme Court ruled in *American Hospital Association v.

Becerra* that CMS’s final rule was inconsistent with the Medicare statute and was therefore invalid.

Following the Supreme Court’s decision, CMS published a proposed rule for the calendar year 2023 hospital outpatient payment system, which did not propose a specific “refund” mechanism to implement reimbursement provisions consistent with the Supreme Court’s decision but advised the public that the final rule is likely to include such a mechanism and solicited comments on particular approaches.

pharmacies, or direct us not to honor 340B discounted pricing requests on orders to be shipped to contract pharmacies (or may not honor chargebacks where such discounts are extended to contract pharmacies).

In March 2022, FDA met with representatives from Colorado, Florida, Maine, New Mexico and Vermont to provide assistance in developing importation proposals.

While we believe that we are in compliance with applicable laws and regulations, many of the regulations applicable to us, including those relating to certain

Litigation is inherently unpredictable and the unfavorable outcome of legal proceedings could adversely affect our results of operations or financial condition.

Opioid-related legal proceedings and the comprehensive settlement agreement that we have entered into could adversely impact our cash flows or results of operations.

On April 2, 2022, the Settlement Agreement became effective, and as of September 30, 2022, it included 48 of 49 eligible states (the “Settling States”), as well as 99% by population of the eligible political subdivisions in the Settling States.

Pursuant to the Settlement Agreement and related agreements with Settling States, we will pay up to approximately $6.4 billion over 18 years and comply with other requirements, including establishment of a clearinghouse that will consolidate data from all three national distributors.

The Settlement Agreement does not contemplate participation by any non-governmental or non-political entities or individuals.

Our estimated liability related to the State of Alabama (with whom we have not reached a settlement agreement), as well as other opioid-related litigation for which we have reached settlements agreements, is approximately $0.4 billion.

Net of $0.8 billion of payments made through September 30, 2022,we have a $6.0 billion liability on our Consolidated Balance Sheet as of September 30, 2022 for litigation relating to the Settlement Agreement, as well as other opioid-related litigation.

We currently estimate that $528.7 million will be paid prior to September 30, 2023, which is recorded in Accrued Expenses and Other on our Consolidated Balance Sheet.

The remaining long-term liability of $5.5 billion is recorded in Accrued Litigation Liability on our Consolidated Balance Sheet.

While we have accrued an estimated liability for opioid litigation, we are unable to estimate the range of possible loss associated with the matters that are not included in the settlement accrual.

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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.

Our operations in jurisdictions outside of the United States are subject to various risks inherent in global operations.

We currently have operations in over 50 countries.

We expect this trend to continue in the near term.

In fiscal 2021, we continued to experience 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 2022, which could have an adverse effect on our results of operations.

The impact on us will be greater if consolidation among our customers, suppliers, and competitors gives the resulting enterprises greater bargaining power, which could lead to greater pressure on us to reduce prices for our products and services.

The DQSA, and in

The United States Congress is currently considering proposals to allow centralized negotiation of manufacturer prices based on indexing models in the context of certain government programs.

Given the scope of the changes made by the ACA and continuing implementation controversies, we cannot predict the impact of every aspect of the law on our operations.

pricing schemes and free products for a portion of the expected therapy period.

In July 2020, the United States Court of Appeals for the District of Columbia reversed the district court’s decision, which would allow the payment reductions to take effect.

The United States Supreme Court has agreed to review the decision, with a decision expected sometime in 2022.

While the appeals process is still underway, CMS solicited comments in the proposed calendar year 2020 Medicare outpatient prospective payment system rule on appropriate payment for such 340B-acquired drugs, and finalized a rule in November 2019 that would impose the same ASP minus 22.5% rate that was the subject of the litigation described above.

More recently, in August 2020, CMS proposed further reductions such that net payments would be based on an ASP minus 28.7% rate.

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

HRSA has initially indicated that it lacks regulatory authority to enforce its prior guidance allowing multiple contract pharmacies, but recently advised that it is considering whether it may have other enforcement remedies in the event that manufacturers do not extend 340B discounts through contract pharmacy arrangements.

certain circumstances.

While we are vigorously defending ourselves in these lawsuits, the allegations may negatively affect our business in various ways, including through increased costs and harm to our reputation.

Failure to finalize the proposed settlement agreement and settlement process could negatively affect our business.

a substantial majority of opioid lawsuits filed by state and local governmental entities.

The proposed settlement agreement and settlement process is subject to conditions and will not become effective unless and until we and the two other distributors each make separate independent determinations that (1) following a 30-day sign-on period, a sufficient number of “States” (including the District of Columbia and U.S. territories) have agreed to the proposed settlement agreement (the “Settling States”); and, subsequently, (2) following a 120-day sign-on period, a sufficient number of political subdivisions in the Settling States, including those that have not sued, have agreed to the proposed settlement agreement (or otherwise had their claims foreclosed).

On September 4, 2021, we announced that AmerisourceBergen and the two other national pharmaceutical distributors had determined that enough States had agreed to proceed to the next phase of the settlement agreement process.

While a global settlement with respect to certain governmental entities within the Multidistrict Litigation ("MDL") and other related state court litigation remains subject to contingencies that could impact whether the parties ultimately decide to move forward, we believe a global settlement is probable and its liability related thereto can be reasonably estimated as of September 30, 2021.

We recorded a charge of $6.6 billion in the fiscal year ended September 30, 2020 related to the proposed global settlement and other related opioid litigation and recorded an additional $147.7 million accrual in the fiscal year ended September 30, 2021 in connection with the proposed settlement agreement and related obligations and other opioid-related litigation.

Until such time as a plaintiff participates in a global settlement or otherwise resolves its lawsuit, we will continue to litigate and prepare for trial in the cases pending in the MDL, those remanded from the MDL to federal district courts, as well as in state courts where lawsuits have been filed, and we intend to continue to vigorously defend ourselves in all such cases.

Further, any final settlement amongst parties may differ materially from our advanced discussions related to global resolution of the MDL.

The inability to reach a global settlement of the MDL and adverse resolution of any of these lawsuits or investigations could have a material adverse effect on our business, results of operations, and cash flows and could result in a lower than historical level of capital available for deployment, including a lower level of capital returned to stockholders.

Each of our businesses may cause us to become involved in legal disputes or proceedings.

We are a large corporation with operations in the United States and select global markets.

From time to time, various legislative initiatives, such as corporate tax rate and law changes, the repeal of last-in, first-out ("LIFO") U.S. tax

Risks generally associated with data privacy regulation and the international transfer of personal data.

Further, it is possible that the

For example, the federal Occupational Safety and Health Administration issued an Emergency Temporary Standard requiring employers with at least 100 employees to require their employees to get vaccinated or submit to regular COVID-19 testing.

We also face risks related to our employees' health and the impact it may have on operations.

Certain of our employees have contracted COVID-19 which resulted in our decision to temporarily close, and subsequently reopen, a small number of our distribution centers in the first half of fiscal year 2021 in accordance with our internal protocols.

The impacts of the continued spread of COVID-19 could also cause other unpredictable events, each of which could adversely affect our business, revenue, results of operations, cash flows or financial condition.

For example, the continued spread of COVID-19 has led to disruption and volatility in the global capital markets, which could increase our cost of capital and adversely affect our ability to access the capital markets.

Risks generally associated with our information systems and cyber security may adversely affect our business and results of operations.

We are organized [added: geographically] based upon the products and services we provide to our customers.

The [removed: Pharmaceutical Distribution Services] [added: U.S. Healthcare Solutions] reportable segment distributes a comprehensive offering of brand-name, specialty brand-name and generic pharmaceuticals, over-the-counter healthcare products, home healthcare supplies and 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.

[removed: Through a number of operating businesses, the Pharmaceutical Distribution Services] [added: The U.S. Healthcare Solutions] reportable segment [added: also] provides pharmaceutical distribution (including plasma and other blood products, 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.

Additionally, the [removed: Pharmaceutical Distribution Services] [added: U.S. Healthcare Solutions] reportable segment provides data analytics, outcomes research, and additional services for biotechnology and pharmaceutical manufacturers.

The [removed: Pharmaceutical Distribution Services] [added: U.S. Healthcare Solutions] reportable segment also provides pharmacy management, staffing and additional consulting services, and supply management software to a variety of retail and institutional healthcare providers.

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

[removed: Alliance] [added: The International] Healthcare [removed: supplies] [added: Solutions reportable segment distributes] pharmaceuticals, other healthcare products, and related services to healthcare providers, including pharmacies, doctors, health centers and hospitals [removed: in 10 countries,] primarily in Europe.

[removed: MWI] [added: Through its animal health business, the U.S. Healthcare Solutions reportable segment] sells pharmaceuticals, vaccines, parasiticides, diagnostics, micro feed ingredients, and various other products to customers in both the companion animal and production animal markets.

[removed: Additionally, MWI] [added: It also] offers demand-creating sales force services to manufacturers.

[removed: ABCS, through a number of operating businesses,] [added: It also] provides a full suite of integrated manufacturer services that [removed: range] [added: ranges] from clinical trial support to product post-approval and commercialization support.

[removed: World Courier, which operates in over 50 countries,] [added: It also] is a leading global specialty transportation and logistics provider for the biopharmaceutical industry.

[removed: On] [added: As discussed in Note 13 of the Notes to Consolidated Financial Statements, on] July 21, 2021, it was announced that we and the two other national pharmaceutical distributors [removed: have] [added: had] negotiated a comprehensive [removed: proposed settlement agreement that, if all conditions are satisfied, would result in the resolution of a substantial majority of] opioid [removed: lawsuits filed by state and local governmental entities (see Note 14 of the Notes to Consolidated Financial Statements).][added: settlement agreement.]

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

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

International Healthcare Solutions [removed: will consist] [added: consists] of Alliance Healthcare, World Courier, Innomar, Profarma, and Profarma [removed: Specialty.][added: Specialty (until it was divested in June 2022).]

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

The [removed: Pharmaceutical Distribution Services] [added: U.S. Healthcare Solutions] segment grew its revenue [removed: 8.6%] [added: by $16.1 billion, or 8.6%,] from the prior fiscal year, primarily due to increased sales of specialty products (which generally have higher selling [removed: prices),] [added: prices)] including COVID-19 [removed: treatments and] [added: treatments,] overall market growth principally driven by unit volume [removed: growth.][added: growth, and growth in our animal health business.]

Revenue in [removed: Other] [added: International Healthcare Solutions] increased by [removed: 112.3%] [added: $15.0 billion, or 129.8%,] from the prior fiscal [removed: year,] [added: year] primarily due to the June 2021 acquisition of Alliance [removed: Healthcare;][added: Healthcare.]

[removed: - Total gross] [added: Gross] profit increased [removed: 33.7%] [added: by $1,751.3 million, or 33.7%,] from the prior fiscal year.

Gross profit [added: in fiscal 2021] was favorably impacted by increases in gross profit in [removed: Other of 63.4%] [added: U.S. Healthcare Solutions] and [removed: Pharmaceutical Distribution Services of 12.3% from the prior fiscal year,] [added: International Healthcare Solutions,] a [removed: last-in, first-out ("LIFO")] [added: LIFO] credit in the current [removed: fiscal] year [added: period] in comparison to a LIFO expense in the prior [removed: fiscal year,] [added: year period,] and an increase in gains from antitrust litigation settlements.

[removed: Pharmaceutical Distribution Services'] [added: U.S. Healthcare Solutions] gross profit increased [added: by $524.9 million, or 11.7%,] from the prior fiscal year [removed: primarily] due to revenue growth, including an increase in specialty product [added: sales.]

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

[removed: These expense reductions were offset in part by] [added: As] a [removed: 29.9% increase in] [added: percentage of revenue,] distribution, selling, and administrative expenses [added: were 2.03% in the current fiscal year and represents a 35-basis point increase] compared to the prior fiscal year primarily due to the June 2021 acquisition of Alliance [removed: Healthcare and increases in payroll-related operating costs to support current and future revenue growth;][added: Healthcare.]

[removed: - Operating] [added: U.S. Healthcare Solutions operating] income increased [removed: by 145.8%,] [added: $199.1 million, or 8.8%,] from the prior fiscal year [added: primarily] due to the [removed: decrease in total operating expenses and the] increase in [removed: total] gross [removed: profit;] [added: profit, as noted above,] and [added: was offset in part by an increase in operating expenses.]

- Our effective tax rates were [removed: 30.5%] [added: 23.7%] and [removed: 35.8%] [added: 30.5%] for the fiscal years ended September 30, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

[removed: The] [added: Our] effective tax rate in the fiscal year ended September 30, 2021 was higher than the U.S. statutory rate [removed: primarily] due to U.K. Tax Reform (see Note [removed: 5] [added: 4] of the Notes to Consolidated Financial Statements).

| [removed: MWI] Animal Health | | | | | | 4,684,417 | | | | | | 4,216,462 | | | | | | 11.1% | | |

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 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 government rules and regulations, [added: foreign currency conversion rates,] and the impact of the COVID-19 pandemic.

Revenue increased by [removed: 12.7%] [added: 11.5%] from the prior fiscal year primarily due to [removed: the revenue growth of] our [removed: Pharmaceutical Distribution Services segment and our] June 2021 acquisition of Alliance [removed: Healthcare.][added: Healthcare and the revenue growth of our U.S. Healthcare Solutions segment.]

The [removed: Pharmaceutical Distribution Services] [added: U.S. Healthcare Solutions] segment grew its revenue [removed: by 8.6%, or $15.7] [added: $9.6] billion, [added: or 4.8%,] from the prior fiscal [removed: year,] [added: year] primarily due to [removed: increased sales of specialty products (which generally have higher selling prices) including COVID-19 treatments and] overall market growth principally driven by unit volume [removed: growth.][added: growth and increased sales to specialty physician practices, offset in part by a decline in sales of COVID-19 treatments (primarily commercial treatments);]

More specifically, the increase in the [removed: Pharmaceutical Distribution Services] [added: U.S. Healthcare Solutions] segment revenue was largely attributable to the following (in billions):

| Increased sales to other customers | | | | | | [removed: $8.4] [added: $8.7] | | |

[added: -] Revenue [removed: in Other] increased [removed: 112.3%, or $8.4] [added: by $24.6] billion, [added: or 11.5%,] from the prior fiscal [removed: year] [added: year,] primarily due to [removed: the] [added: our] June 2021 acquisition of Alliance Healthcare and [removed: due to] [added: revenue] growth in [removed: the other operating segments: MWI, ABCS, and World Courier.][added: our U.S. Healthcare Solutions segment.]

During the fiscal year ended September 30, [removed: 2021,] [added: 2022,] no significant contracts expired.

| Intersegment eliminations | | | | | | [removed: (10,607)] [added: (189)] | | | | | | [removed: (6,096)] [added: —] | | | | | | | | |

Gross profit increased [removed: 33.7%, or $1,751.3] [added: by $1,353.1] million, [added: or 19.5%,] from the prior fiscal year.

As a percentage of revenue, [removed: Pharmaceutical Distribution Services] [added: U.S. Healthcare Solutions'] gross profit margin of [removed: 2.17%] [added: 2.48%] in [removed: the current] fiscal [removed: year] [added: 2021] increased [removed: 7] [added: 6] basis points compared to the prior fiscal year primarily due to an increase in specialty product sales, including COVID-19 treatments.

Gross profit in [removed: Other] [added: International Healthcare Solutions] increased [removed: 63.4%, or $887.5] [added: by $828.9] million, [added: or 116.2%,] from the prior fiscal year primarily due to the June 2021 acquisition of Alliance Healthcare and revenue growth [removed: at World Courier] [added: in our specialty transportation] and [removed: MWI.][added: logistics business.]

As a percentage of revenue, gross profit margin in [removed: Other] [added: International Healthcare Solutions] of [removed: 14.32%] [added: 13.38%] in [removed: the current] fiscal [removed: year] [added: 2021] decreased from [removed: 18.60%] [added: 20.34%] in the prior fiscal year.

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

Our previously reported segment results have been revised to conform to our re-aligned reporting structure.

U.S. Healthcare Solutions Segment

International Healthcare Solutions Segment

In Canada, the business drives innovative partnerships with manufacturers, providers, and pharmacies to improve product access and efficiency throughout the healthcare supply chain.

Recent Development

PharmaLex Acquisition

In September 2022, we entered into a definitive agreement to acquire PharmaLex Holding GmbH ("PharmaLex"), a leading provider of specialized services for the life sciences industry, for €1.28 billion in cash, subject to customary adjustments.

PharmaLex's services include regulatory affairs, development consulting and scientific affairs, pharmacovigilance, and quality management and compliance.

The acquisition will advance our role as a partner of choice for biopharmaceutical manufacturers by enhancing our global portfolio of solutions to support manufacturer partners across the pharmaceutical development and commercialization journey.

PharmaLex will be a component of our International Healthcare Solutions reportable segment.

The acquisition is expected to close by March 2023 and is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals.

- Total gross profit increased by $1,353.1 million, or 19.5%, from the prior fiscal year.

Gross profit was favorably impacted by increases in gross profit in International Healthcare Solutions of $1,404.7 million, or 91.1%, and U.S. Healthcare Solutions of $425.8 million, or 8.5%, from the prior fiscal year.

U.S. Healthcare Solutions' gross profit increased from the prior fiscal year primarily due to overall revenue growth and fees earned relating to the distribution of government-owned COVID-19 treatments.

These increases were offset in part by last-in, first-out ("LIFO") expense in comparison to a LIFO credit in the prior year, decreases in gains from antitrust litigation settlements, and the Turkey highly inflationary economy's unfavorable impact on the current fiscal year;

- Total operating expenses increased by $1,341.0 million, or 29.2%, from the prior fiscal year primarily as a result of increases in distribution, selling, and administrative expenses and depreciation and amortization expense primarily due to the June 2021 acquisition of Alliance Healthcare, as well as a $75.9 million goodwill impairment of our Profarma reporting unit, offset in part by lower expense accruals related to opioid litigation settlements in the current fiscal year;

- Total segment operating income increased by $515.2 million, or 19.5%, from the prior fiscal year primarily due to the June 2021 acquisition of Alliance Healthcare and 8.8% operating income growth in the U.S. Healthcare Solutions segment; and

The effective tax rate in the fiscal year ended September 30, 2022 was higher than the U.S. statutory rate primarily due to U.S. state income taxes, offset in part by the benefit of non-U.S. income taxed at rates lower than the U.S. statutory rate.

| (dollars in thousands) | | | | | | 2022 | | | | | | 2021 | | | | | | Change | | |

| U.S. Healthcare Solutions | | | | | | | | | | | | | | | | | | | | |

| Human Health | | | | | | 207,284,444 | | | | | | 197,777,128 | | | | | | 4.8% | | |

| Animal Health | | | | | | 4,815,758 | | | | | | 4,684,417 | | | | | | 2.8% | | |

| Total U.S. Healthcare Solutions | | | | | | 212,100,202 | | | | | | 202,461,545 | | | | | | 4.8% | | |

| International Healthcare Solutions | | | | | | | | | | | | | | | | | | | | |

| Alliance Healthcare | | | | | | 21,890,402 | | | | | | 7,373,365 | | | | | | 196.9% | | |

| Other Healthcare Solutions | | | | | | 4,601,271 | | | | | | 4,156,264 | | | | | | 10.7% | | |

| Total International Solutions | | | | | | 26,491,673 | | | | | | 11,529,629 | | | | | | 129.8% | | |

| Intersegment eliminations | | | | | | (4,869) | | | | | | (2,331) | | | | | | | | |

| Revenue | | | | | | $ | 238,587,006 | | | | | $ | 213,988,843 | | | | | 11.5% | | |

The U.S. Healthcare Solutions segment grew its revenue by $9.6 billion, or 4.8%, from the prior fiscal year, primarily due to overall market growth principally driven by unit volume growth and increased sales to specialty physician practices, offset in part by a decline in sales of COVID-19 treatments (primarily commercial treatments).

| Increased sales to specialty physician practices | | | | | | $2.9 | | |

| Decreased sales of COVID-19 treatments | | | | | | ($2.0) | | |

The continued decline of sales relating to COVID-19 treatments and fees earned from the distribution of government-owned COVID-19 treatments could adversely impact our results of operations.

Revenue in International Healthcare Solutions increased by $15.0 billion, or 129.8%, from the prior fiscal year primarily due to the June 2021 acquisition of Alliance Healthcare.

In January 2022, we extended our agreement with Express Scripts through September 2026.

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

| (dollars in thousands) | | | | | | 2022 | | | | | | 2021 | | | | | | Change | | |

| U.S. Healthcare Solutions | | | | | | $ | 5,454,735 | | | | | $ | 5,028,950 | | | | | 8.5% | | |

| International Healthcare Solutions | | | | | | 2,947,190 | | | | | | 1,542,456 | | | | | | 91.1% | | |

| Gains from antitrust litigation settlements | | | | | | 1,835 | | | | | | 168,794 | | | | | | | | |

Our operations 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 our reportable segment presentation.

Pharmaceutical Distribution Services Segment

Other

The operating segments that focus on global commercialization services include AmerisourceBergen Consulting Services ("ABCS") and World Courier.

MWI is a leading animal health distribution company in the United States and in the United Kingdom.

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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

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.

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.

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.

| Pharmaceutical Distribution Services | | | | | | $ | 198,153,202 | | | | | $ | 182,467,189 | | | | | 8.6% | | |

| Other: | | | | | | | | | | | | | | | | | | | | |

| Global Commercialization Services | | | | | | 3,917,017 | | | | | | 3,308,640 | | | | | | 18.4% | | |

| Total Other | | | | | | 15,974,799 | | | | | | 7,525,102 | | | | | | 112.3% | | |

| Intersegment eliminations | | | | | | (139,158) | | | | | | (98,365) | | | | | | | | |

We expect our revenue growth percentage to be in the high-single to low-double digits in fiscal 2022.

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

| Pharmaceutical Distribution Services | | | | | | $ | 4,294,992 | | | | | $ | 3,824,129 | | | | | 12.3% | | |

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

Gross profit in the current fiscal year was favorably impacted by increases in gross profit in Other and Pharmaceutical Distribution Services, a LIFO credit in the current year period in comparison to a LIFO expense in the prior year period, and an increase in gains from antitrust litigation settlements.

Pharmaceutical Distribution Services gross profit increased 12.3%, or $470.9 million, from the prior fiscal year due to revenue growth, including an increase in specialty product sales.

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

| Employee severance, litigation, and other | | | | | | 471,911 | | | | | | 6,807,307 | | | | | | | | |

We recorded an $11.3 million loss on the remeasurement of a disposal group held for sale to fair value less cost to sell in Impairment of Assets in the fiscal year ended September 30, 2021 (see Note 2 of the Notes to Consolidated Financial Statements).

| Pharmaceutical Distribution Services | | | | | | $ | 2,041,072 | | | | | $ | 1,807,001 | | | | | 13.0% | | |

See discussion [removed: on page 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: 4.2%] [added: 4.5%] from [removed: 2020] [added: 2021] through [removed: 2025,] [added: 2026,] and the growth rate is dependent, in part, on pharmaceutical manufacturer price increases.

*Aging Population.* The number of individuals aged 65 and over in the United States is expected to exceed [removed: 65] [added: 66] million by [removed: 2025] [added: 2026] and is the most rapidly growing segment of the population.

[removed: 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 [removed: on page 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* [removed: on page 16] for further details).

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 [removed: continued] [added: ongoing] spread of COVID-19 has had adverse effects on our business).*

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

In our pharmaceutical distribution [removed: business,] [added: businesses,] we are typically the primary supplier of pharmaceutical and related products to our healthcare provider customers.

Our business strategy is focused on the global pharmaceutical supply channel where we provide [removed: value-added] distribution and [removed: global commercialization] [added: value-added] services to healthcare providers (primarily pharmacies, health systems, medical and dialysis clinics, physicians, and veterinarians) and pharmaceutical manufacturers [removed: that] [added: to] improve channel efficiencies and patient outcomes.

[removed: Implementing this disciplined and focused strategy in a seamless and unified way has allowed us to significantly expand our business, and we believe we] [added: We] are well positioned to grow revenue and increase operating income through the execution of the following key elements of our business strategy:

- *Optimize and Grow [removed: Our Pharmaceutical Distribution and Strategic Global Sourcing] [added: U.S. Healthcare Solutions] Businesses.* We [removed: believe we] are well positioned in size and market breadth to continue to grow our [removed: distribution] [added: U.S. Healthcare Solutions] businesses as we invest to improve our operating and capital efficiencies.

[removed: Distribution,] [added: Our U.S. human health distribution businesses,] including specialty pharmaceuticals, anchors our growth and position in the pharmaceutical supply channel as we provide superior distribution services and deliver value-added solutions, which improve the efficiency and competitiveness of both healthcare providers and pharmaceutical manufacturers, thus allowing the pharmaceutical supply channel to better deliver healthcare to patients.

We are well positioned to service and support [removed: many of the new] biotechnology [removed: therapies that are] [added: therapies, including biosimilars,] expected to be coming to market in the near future.

[removed: Services for manufacturers include: assistance with rapid new] product launches, promotional and marketing services to accelerate product sales, product data reporting, [added: market access] and [added: health economics consulting, patient support programs, and] logistical support.

We continue to seek opportunities to expand our offerings in our [removed: Pharmaceutical Distribution and Strategic Global Sourcing] [added: human health distribution] businesses.

[removed: - *Optimize and Grow] Our [removed: Global Commercialization Services and Animal Health Businesses.* Our] consulting service businesses help global pharmaceutical and biotechnology manufacturers commercialize their products.

[removed: World Courier] [added: It also] is a leading global specialty transportation and logistics provider for the biopharmaceutical industry.

[removed: MWI Animal Health (“MWI”)] [added: Our animal health business] sells pharmaceuticals, vaccines, parasiticides, diagnostics, micro feed ingredients, and various other products to customers in both the companion animal and production animal markets.

[removed: MWI] [added: It] also offers its customers a variety of value-added services, including its e-commerce platform, technology management systems, pharmacy fulfillment, inventory management system, equipment procurement consultation, special order fulfillment, and educational seminars, which we believe closely integrate [removed: MWI] [added: the animal health business] with its customers' day-to-day operations and provide them with meaningful incentives to [removed: continue doing business with MWI.][added: remain customers.]

[removed: Alliance] [added: The International] Healthcare [removed: supplies] [added: Solutions reportable segment distributes] pharmaceuticals, other healthcare products, and related services to healthcare providers, including pharmacies, doctors, health [removed: centers,] [added: centers] and hospitals [removed: in 10 countries,] primarily in Europe.

*Operating Structure.* We are organized [added: geographically] based upon the products and services we provide to our customers.

The [removed: Pharmaceutical Distribution Services] [added: U.S. Healthcare Solutions] reportable segment distributes a comprehensive offering of brand-name, specialty brand-name and generic pharmaceuticals, over-the-counter healthcare products, home healthcare supplies and 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.

[removed: Through a number of operating businesses, the Pharmaceutical Distribution Services] [added: The U.S. Healthcare Solutions] reportable segment [added: also] provides pharmaceutical distribution (including plasma and other blood products, 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.

Additionally, the [removed: Pharmaceutical Distribution Services] [added: U.S. Healthcare Solutions] reportable segment provides data analytics, outcomes research, and additional services for biotechnology and pharmaceutical manufacturers.

The [removed: Pharmaceutical Distribution Services] [added: U.S. Healthcare Solutions] reportable segment also provides pharmacy management, staffing and additional consulting services, and supply management software to a variety of retail and institutional healthcare providers.

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

[removed: MWI] [added: Through its animal health business, the U.S. Healthcare Solutions reportable segment] sells pharmaceuticals, vaccines, parasiticides, diagnostics, micro feed ingredients, and various other products to customers in both the companion animal and production animal markets.

[removed: Additionally, MWI] [added: Our animal health business also] offers demand-creating sales force services to manufacturers.

[removed: ABCS, through a number of operating businesses,] [added: It also] provides a full suite of integrated manufacturer services that [removed: range] [added: ranges] from clinical trial support to product post-approval and commercialization support.

[removed: World Courier, which operates in more than 50 countries,] [added: It also] is a leading global specialty transportation and logistics provider for the biopharmaceutical industry.

The majority of [removed: Pharmaceutical Distribution Services’] [added: U.S. Healthcare Solutions'] sales force is led nationally, with geographic focus and specialized by either healthcare provider type or size.

[removed: Pharmaceutical Distribution Services] [added: U.S. Healthcare Solutions] also has support professionals focused on its various technologies and service offerings.

[removed: Pharmaceutical Distribution Services’] [added: U.S. Healthcare Solutions'] sales teams also serve national account customers through close coordination with local distribution centers and ensure that our customers are receiving service offerings that meet their needs.

Our [removed: other operating segments] [added: International Healthcare Solutions' businesses] each have independent sales forces that specialize in their respective product and service offerings.

[added: 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: WBA] [added: Walgreens Boots Alliance, Inc. ("WBA")] and Express Scripts, Inc. ("Express Scripts"), accounted for approximately [removed: 31%] [added: 27%] and approximately [removed: 12%,] [added: 13%,] respectively, of revenue in the fiscal year ended September 30, [removed: 2021.][added: 2022.]

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

*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: 2021.][added: 2022.]

The 10 largest suppliers in fiscal year ended September 30, [removed: 2021] [added: 2022] accounted for approximately [removed: 49%] [added: 46%] of our purchases.

The [removed: Pharmaceutical Distribution Services] [added: U.S. Healthcare Solutions] operating segment’s distribution facilities in the United States [added: primarily] operate under a single enterprise resource planning (“ERP”) system.

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

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

These policies and other legislative developments (including potential revisions to or

Our strategy is one of driving executional excellence in our core distributions solutions business in the U.S. and Internationally, while also investing in higher margin, high growth adjacencies where we provide solutions to pharmaceutical manufacturers to support the clinical development and commercialization of their therapies and support providers in driving efficiency and effectiveness of their operations.

Implementing this disciplined and focused strategy in a seamless and unified way has allowed us to significantly expand our business.

We also provide data and other valuable services to our manufacturer customers.

Services for manufacturers include: assistance with rapid new

We also offer services that optimize patient access and provide purchasing power to providers.

- *Optimize and Grow Our International Healthcare Solutions Businesses.* We are well positioned in size and market breadth to continue to grow our International Healthcare Solutions businesses as we invest to improve our operating and capital efficiencies.

The Canada business drives innovative partnerships with manufacturers, providers, and pharmacies to improve product access and efficiency throughout the healthcare supply chain.

In September 2022, we entered into a definitive agreement to acquire PharmaLex Holding GmbH (“PharmaLex”), a leading provider of specialized services for the life sciences industry, for €1.28 billion in cash, subject to customary adjustments.

PharmaLex's services include regulatory affairs, development consulting and scientific affairs, pharmacovigilance, and quality management and compliance.

The acquisition will advance our role as a partner of choice for biopharmaceutical manufacturers by enhancing our global portfolio of solutions to support manufacturer partners across the pharmaceutical development and commercialization journey.

PharmaLex will be a component of our International Healthcare Solutions reportable segment.

The acquisition is expected to close by March 2023 and is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals.

We completed the sales of non-core subsidiaries in the fiscal year ended September 30, 2022 and received total proceeds $272.6 million, subject to final working capital adjustments.

Our operations are comprised of two reportable segments: U.S. Healthcare Solutions and International Healthcare Solutions.

U.S. Healthcare Solutions consists of the legacy Pharmaceutical Distribution Services reportable segment (excluding Profarma), MWI Animal Health, Xcenda, Lash Group, and ICS 3PL.

International Healthcare Solutions consists of Alliance Healthcare, World Courier, Innomar, Profarma, and Profarma Specialty (until it was divested in June 2022).

Profarma had previously been included in the Pharmaceutical Distribution Services reportable segment.

*U.S. Healthcare Solutions Segment*

*International Healthcare Solutions*

The International Healthcare Solutions reportable segment consists of businesses that focus on international pharmaceutical wholesale and related service operations and global commercialization services.

The International Healthcare Solutions reportable segment distributes pharmaceuticals, other healthcare products, and related services to healthcare providers, including pharmacies, doctors, health centers and hospitals primarily in Europe.

In Canada, the business drives innovative partnerships with manufacturers, providers, and pharmacies to improve product access and efficiency throughout the healthcare supply chain.

approximately 66% of revenue in the fiscal year ended September 30, 2022.

Our International Healthcare Solutions operating segment operates the majority of its businesses on their own operating systems.

We also continue to invest in cybersecurity capabilities as a key priority.

of our proprietary packaging solutions.

We aspire to accelerate business results by fostering a diverse and an inclusive workplace, where all members of our global talent are supported and inspired to perform at their full potential and contribute to our success as their authentic selves.

Individuals who self-identify as female make up the majority of AmerisourceBergen’s global workforce and Executive Management Committee, at 51% and 57%, respectively.

Additionally, 50% of our U.S. workforce are individuals who self-identify as ethnically and/or racially diverse.

We currently have two directors who self-identify as ethnically and/or racially diverse, and we currently have three directors who self-identify as female.

In addition, the Company announced the election of a new female director, effective January 1, 2023.

- Leadership and executive coaching;

Importantly, we continue to make meaningful investments in supporting and building our talent and enhancing our culture.

In fiscal 2022, we conducted an Employee Experience survey across the Company as a means to gauge employee satisfaction and identify areas in which we can enhance and improve employee experience.

This survey also included a Global Inclusion Index that was comprised of questions designed to measure inclusion across the organization.

The Employee Experience Survey is the foundation for our new employee listening strategy to ensure employee voices are heard and valued in shaping our Company’s culture.

In fiscal year 2022, we continued to embed the Leadership Competency Model into our enterprise learning programs, talent processes, succession planning and leadership development.

At AmerisourceBergen, we are committed to fostering a global workplace that values diversity, equity, and inclusion by creating pathways for every team member to thrive, making a positive impact on our communities, and continuously enhancing our transparency and accountability.

- Refreshed the membership and mission of AmerisourceBergen’s DEI Global Council (the “DEI Council”) by expanding the membership of the DEI Council to include the Chair of each ERG and revising the DEI Council’s mission to specifically include identifying and amplifying areas of opportunity to advance our global diversity, equity, and inclusion strategy.

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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.

World Courier further strengthens our service offerings to global pharmaceutical manufacturers and provides an established platform for the introduction of our specialty services outside North America.

We continue to seek opportunities to expand our offerings in our Global Commercialization Services and Animal Health businesses.

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

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.

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.

Our operations as of September 30, 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.

*Pharmaceutical Distribution Services Segment*

Servicing healthcare providers in the pharmaceutical supply channel, the Pharmaceutical Distribution Services segment's operations provide drug distribution, strategic global sourcing, and related services designed to reduce healthcare costs and improve patient outcomes.

*Other*

The operating segments that focus on global commercialization services include AmerisourceBergen Consulting Services ("ABCS") and World Courier.

MWI is a leading animal health distribution company in the United States and in the United Kingdom.

Our manufacturer customers include branded,

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.

Our data center operations are insourced.

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.

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.

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

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.

Currently, 49% of our U.S. workforce are individuals with ethnically and/or racially diverse backgrounds and 57% are women.

We have one ethnically and/or racially diverse Director, and women account for 30% of our Board of Directors and 57% of our Executive Management Committee.

- Introduced AmerisourceBergen’s Global Diversity & Inclusion Council, representing central leadership and driving force accelerating business results through our global diversity & inclusion strategy.

- Launched the ABility Employee Resource Group ("ERG") with the mission to elevate employee voices, bring enterprise-wide awareness, and become a resource for all individuals and their families with visible and invisible disabilities.

- Furthered our focus on supplier diversity by partnering with businesses with diverse ownership in sectors that we rely on.

- Supported equitable access to COVID-19 vaccines through our *Good Neighbor Pharmacy* partners, including our partnership with the Federal Retail Pharmacy Program to support vaccination efforts across the U.S., and delivered vaccines in more than 30 countries around the world.

- Directed meaningful dollars, through both the Company and the AmerisourceBergen Foundation, to philanthropic causes that benefit diverse communities, including $700 thousand to the Boys & Girls Clubs of America to address vaccine hesitancy in diverse communities, along with nearly $2.7 million of in-kind donations of healthcare products to underserved communities across the globe in conjunction with our non-profit partners.

- Doubled investment in team member development and launched new enterprise learning strategy and digital learning platform.

In addition to the foregoing, we offer the following DE&I programs and initiatives:

- To connect and align our diverse workforce, our ERG program includes eight ERGs, comprised of approximately 4,000 members globally.

The ERGs continue to evolve, as leaders and members help to enhance workforce engagement, support the local communities in which we live and work, and provide career development opportunities for our global team members.

- We follow six competencies to accelerate growth through talent and culture.

This model leads with "People Forward," which focuses on the "employee experience," as we continue to build our diverse, equitable, and inclusive workplace.

We were also listed as one of the "Best Places to Work for LGBT Equality." DiversityInc deemed us a "Noteworthy Company," and we ranked eighth on DiversityInc’s "Top Companies for Philanthropy."

We aim to grow, learn, and shape our approach to DE&I for the betterment of our workforce and the communities we serve.

Legal proceedings in which we are involved are discussed in Note [removed: 14] [added: 13] (Legal Matters and Contingencies) of the Notes to Consolidated Financial Statements appearing in this Annual Report on Form 10-K.

FOR THE FISCAL YEAR ENDED September 30, [removed: 2021][added: 2022]

The aggregate market value of voting stock held by non-affiliates of the registrant on March 31, [removed: 2021] [added: 2022] based upon the closing price of such stock on the New York Stock Exchange on March 31, [removed: 2021] [added: 2022] was [removed: $14,163,374,015.][added: $18,539,939,166.]

The number of shares of common stock of AmerisourceBergen Corporation outstanding as of October 31, [removed: 2021] [added: 2022] was [removed: 208,133,361.][added: 205,668,628.]

Part III — Registrant's Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders.

| [1A. Risk [removed: Factors](#ia5ad134e26164b17bd1c3cf9d0cffc61_16)] [added: Factors](#i4006144af66e4036b008c970d25d4b2e_16)] | | | | | | [removed: [11](#ia5ad134e26164b17bd1c3cf9d0cffc61_16)] [added: [11](#i4006144af66e4036b008c970d25d4b2e_16)] | | |

| [1B. Unresolved Staff [removed: Comments](#ia5ad134e26164b17bd1c3cf9d0cffc61_19)] [added: Comments](#i4006144af66e4036b008c970d25d4b2e_19)] | | | | | | [removed: [22](#ia5ad134e26164b17bd1c3cf9d0cffc61_19)] [added: [24](#i4006144af66e4036b008c970d25d4b2e_19)] | | |

| [3. Legal [removed: Proceedings](#ia5ad134e26164b17bd1c3cf9d0cffc61_25)] [added: Proceedings](#i4006144af66e4036b008c970d25d4b2e_25)] | | | | | | [removed: [23](#ia5ad134e26164b17bd1c3cf9d0cffc61_25)] [added: [24](#i4006144af66e4036b008c970d25d4b2e_25)] | | |

| [4. Mine Safety [removed: Disclosures](#ia5ad134e26164b17bd1c3cf9d0cffc61_28)] [added: Disclosures](#i4006144af66e4036b008c970d25d4b2e_28)] | | | | | | [removed: [23](#ia5ad134e26164b17bd1c3cf9d0cffc61_28)] [added: [24](#i4006144af66e4036b008c970d25d4b2e_28)] | | |

| [Information about our Executive [removed: Officers](#ia5ad134e26164b17bd1c3cf9d0cffc61_31)] [added: Officers](#i4006144af66e4036b008c970d25d4b2e_31)] | | | | | | [removed: [24](#ia5ad134e26164b17bd1c3cf9d0cffc61_31)] [added: [25](#i4006144af66e4036b008c970d25d4b2e_31)] | | |

| [5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#ia5ad134e26164b17bd1c3cf9d0cffc61_37)] [added: Securities](#i4006144af66e4036b008c970d25d4b2e_37)] | | | | | | [removed: [26](#ia5ad134e26164b17bd1c3cf9d0cffc61_37)] [added: [26](#i4006144af66e4036b008c970d25d4b2e_37)] | | |

| [7. Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ia5ad134e26164b17bd1c3cf9d0cffc61_43)] [added: Operations](#i4006144af66e4036b008c970d25d4b2e_43)] | | | | | | [removed: [29](#ia5ad134e26164b17bd1c3cf9d0cffc61_43)] [added: [31](#i4006144af66e4036b008c970d25d4b2e_43)] | | |

| [7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#ia5ad134e26164b17bd1c3cf9d0cffc61_52)] [added: Risk](#i4006144af66e4036b008c970d25d4b2e_52)] | | | | | | [removed: [47](#ia5ad134e26164b17bd1c3cf9d0cffc61_52)] [added: [49](#i4006144af66e4036b008c970d25d4b2e_52)] | | |

| [8. Financial Statements and Supplementary [removed: Data](#ia5ad134e26164b17bd1c3cf9d0cffc61_55)] [added: Data](#i4006144af66e4036b008c970d25d4b2e_55)] | | | | | | [removed: [48](#ia5ad134e26164b17bd1c3cf9d0cffc61_55)] [added: [50](#i4006144af66e4036b008c970d25d4b2e_55)] | | |

| [9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ia5ad134e26164b17bd1c3cf9d0cffc61_145)] [added: Disclosure](#i4006144af66e4036b008c970d25d4b2e_145)] | | | | | | [removed: [90](#ia5ad134e26164b17bd1c3cf9d0cffc61_145)] [added: [90](#i4006144af66e4036b008c970d25d4b2e_145)] | | |

| [9A. Controls and [removed: Procedures](#ia5ad134e26164b17bd1c3cf9d0cffc61_148)] [added: Procedures](#i4006144af66e4036b008c970d25d4b2e_148)] | | | | | | [removed: [90](#ia5ad134e26164b17bd1c3cf9d0cffc61_148)] [added: [90](#i4006144af66e4036b008c970d25d4b2e_148)] | | |

| [9B. Other [removed: Information](#ia5ad134e26164b17bd1c3cf9d0cffc61_151)] [added: Information](#i4006144af66e4036b008c970d25d4b2e_151)] | | | | | | [removed: [92](#ia5ad134e26164b17bd1c3cf9d0cffc61_151)] [added: [92](#i4006144af66e4036b008c970d25d4b2e_151)] | | |

| [PART [removed: III](#ia5ad134e26164b17bd1c3cf9d0cffc61_154)] [added: III](#i4006144af66e4036b008c970d25d4b2e_154)] | | | | | | | | |

| [10. Directors, Executive Officers, and Corporate [removed: Governance](#ia5ad134e26164b17bd1c3cf9d0cffc61_157)] [added: Governance](#i4006144af66e4036b008c970d25d4b2e_157)] | | | | | | [removed: [92](#ia5ad134e26164b17bd1c3cf9d0cffc61_157)] [added: [92](#i4006144af66e4036b008c970d25d4b2e_157)] | | |

| [11. Executive [removed: Compensation](#ia5ad134e26164b17bd1c3cf9d0cffc61_160)] [added: Compensation](#i4006144af66e4036b008c970d25d4b2e_160)] | | | | | | [removed: [92](#ia5ad134e26164b17bd1c3cf9d0cffc61_160)] [added: [92](#i4006144af66e4036b008c970d25d4b2e_160)] | | |

| [12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ia5ad134e26164b17bd1c3cf9d0cffc61_163)] [added: Matters](#i4006144af66e4036b008c970d25d4b2e_163)] | | | | | | [removed: [92](#ia5ad134e26164b17bd1c3cf9d0cffc61_163)] [added: [92](#i4006144af66e4036b008c970d25d4b2e_163)] | | |

| [13. Certain Relationships and Related Transactions, and Director [removed: Independence](#ia5ad134e26164b17bd1c3cf9d0cffc61_166)] [added: Independence](#i4006144af66e4036b008c970d25d4b2e_166)] | | | | | | [removed: [92](#ia5ad134e26164b17bd1c3cf9d0cffc61_166)] [added: [92](#i4006144af66e4036b008c970d25d4b2e_166)] | | |

| [14. Principal Accounting Fees and [removed: Services](#ia5ad134e26164b17bd1c3cf9d0cffc61_169)] [added: Services](#i4006144af66e4036b008c970d25d4b2e_169)] | | | | | | [removed: [92](#ia5ad134e26164b17bd1c3cf9d0cffc61_169)] [added: [92](#i4006144af66e4036b008c970d25d4b2e_169)] | | |

| [PART [removed: IV](#ia5ad134e26164b17bd1c3cf9d0cffc61_172)] [added: IV](#i4006144af66e4036b008c970d25d4b2e_172)] | | | | | | | | |

| [15. Exhibits, Financial Statement [removed: Schedules](#ia5ad134e26164b17bd1c3cf9d0cffc61_175)] [added: Schedules](#i4006144af66e4036b008c970d25d4b2e_175)] | | | | | | [removed: [93](#ia5ad134e26164b17bd1c3cf9d0cffc61_175)] [added: [93](#i4006144af66e4036b008c970d25d4b2e_175)] | | |

| [16. Form 10-K [removed: Summary](#ia5ad134e26164b17bd1c3cf9d0cffc61_178)] [added: Summary](#i4006144af66e4036b008c970d25d4b2e_178)] | | | | | | [removed: [98](#ia5ad134e26164b17bd1c3cf9d0cffc61_178)] [added: [98](#i4006144af66e4036b008c970d25d4b2e_178)] | | |

| [removed: [Signatures](#ia5ad134e26164b17bd1c3cf9d0cffc61_181)] [added: [Signatures](#i4006144af66e4036b008c970d25d4b2e_181)] | | | | | | [removed: [99](#ia5ad134e26164b17bd1c3cf9d0cffc61_181)] [added: [99](#i4006144af66e4036b008c970d25d4b2e_181)] | | |

| [PART I](#i4006144af66e4036b008c970d25d4b2e_10) | | | | | | | | |

| [1. Business](#i4006144af66e4036b008c970d25d4b2e_13) | | | | | | [1](#i4006144af66e4036b008c970d25d4b2e_13) | | |

| [2. Properties](#i4006144af66e4036b008c970d25d4b2e_22) | | | | | | [24](#i4006144af66e4036b008c970d25d4b2e_22) | | |

| [PART II](#i4006144af66e4036b008c970d25d4b2e_34) | | | | | | | | |

| [6. \[Reserved\]](#i4006144af66e4036b008c970d25d4b2e_40) | | | | | | [29](#i4006144af66e4036b008c970d25d4b2e_40) | | |

| [9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i4006144af66e4036b008c970d25d4b2e_2748779070939) | | | | | | [92](#i4006144af66e4036b008c970d25d4b2e_2748779070939) | | |

[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) | | |

As of September 30, [removed: 2021,] [added: 2022,] 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.

[removed: Pharmaceutical Distribution Services has] [added: U.S. Healthcare Solutions’ human health distribution businesses have] a robust distribution facility network in the United States.

As of September 30, [removed: 2021, Alliance Healthcare’s] [added: 2022, the International Healthcare Solutions distribution] operations were conducted in the Czech Republic, Egypt, France, Lithuania, [removed: the] Netherlands, Norway, Romania, Spain, Turkey, and the United Kingdom.

[removed: Alliance] [added: The International] Healthcare [removed: has] [added: Solutions businesses have] leased and owned properties.

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

As of September 30, [removed: 2021, MWI's] [added: 2022, our animal health business] 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, [added: Pennsylvania, Texas, Washington, and internationally in the United Kingdom.]

Its headquarters is in Weybridge, England.

As of September 30, 2021, the Consulting Group's operations were conducted in leased locations.

Its headquarters is located in South Carolina and internationally in Canada.

Its headquarters is located in London, England.

Most of the facilities are leased.

[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: 2021.][added: 2022.]

| Steven H. Collis | | | | | | [removed: 60] [added: 61] | | | | | | Chairman, President, and Chief Executive Officer | | |

| Silvana Battaglia | | | | | | [removed: 54] [added: 55] | | | | | | Executive Vice President and Chief Human Resources Officer | | |

| Elizabeth S. Campbell | | | | | | [removed: 47] [added: 48] | | | | | | Executive Vice President and Chief Legal Officer | | |

| Gina K. Clark | | | | | | [removed: 64] [added: 65] | | | | | | Executive Vice President and Chief Communications & Administration Officer | | |

| James F. Cleary | | | | | | [removed: 58] [added: 59] | | | | | | Executive Vice President and Chief Financial Officer | | |

| Leslie E. Donato | | | | | | [removed: 52] [added: 53] | | | | | | Executive Vice President and Chief Strategy Officer | | |

| Robert P. Mauch | | | | | | [removed: 54] [added: 55] | | | | | | Executive Vice President and [removed: Group President] [added: Chief Operating Officer] | | |

Ms. Campbell has been employed by the Company for [removed: 11] [added: 12] years.

Mr. Mauch has been Executive Vice President since February 2015 and became [removed: Group President in February 2019.][added: Chief Operating Officer effective October 2022.]

Mr. Mauch [removed: previously] served as Senior Vice President Chief Operating Officer, AmerisourceBergen Drug Corporation from March 2014 to February 2015.

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

He served as Group President from February 2019 to September 2022.

He was Senior Vice President, Alternate

[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 | | |

Mr. Chou has been Executive Vice President since August 2011.

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

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

He served as Chief Legal & Business Officer of the Company from May 2017 to September 2019.

He served as General Counsel of the Company from January 2007 to June 2017.

From January 2007 to August 2011, Mr. Chou was a Senior Vice President.

He served as Secretary of the Company from February 2006 to May 2012 and from September 2019 to May 2020.

He was Vice President and Deputy General Counsel from November 2004 to January 2007 and Associate General Counsel from July 2002 to November 2004.

Mr. Chou has been employed by the Company for 19 years.

The Company's common stock is traded on the New York Stock Exchange under the trading symbol "ABC." As of October 31, [removed: 2021,] [added: 2022,] there were [removed: 2,315] [added: 2,246] 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 during the quarter ended September 30, [removed: 2021.][added: 2022.]

[removed: (a)In October 2018,] [added: (b)In May 2022,] the Company's board of directors authorized a [added: new] share repurchase program allowing the Company to purchase up to $1.0 billion of its outstanding shares of common stock, subject to market conditions.

During the fiscal year ended September 30, [removed: 2021,] [added: 2022,] the Company purchased [removed: 0.6] [added: 3.3] million shares of its common stock for a total of [removed: $55.5] [added: $473.4] million to complete its authorization under this program.

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

During the fiscal year ended September 30, [removed: 2021,] [added: 2022,] the Company purchased 0.3 million shares of its common stock for [removed: $26.6 million.][added: a total of $38.7 million, which included $28.4 million of September 2022 purchases that cash settle in October 2022.]

As of September 30, [removed: 2021,] [added: 2022,] the Company had [removed: $473.4] [added: $961.3] million of availability remaining under this program.

(c)Employees surrendered [removed: 229,049] [added: 305,266] shares during the fiscal year ended September 30, [removed: 2021] [added: 2022] to meet minimum tax-withholding obligations upon vesting of restricted stock.

This graph depicts the Company's 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: 2016] [added: 2017] to September 30, [removed: 2021.][added: 2022.]

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: 2016.][added: 2017.]

The Peer Group index (which is weighted on the basis of market capitalization) consists of the following companies engaged primarily in wholesale pharmaceutical distribution and related services: McKesson Corporation and Cardinal Health, [removed: Inc.][added: Inc.]

| | | | | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | |

* $100 invested on September 30, [removed: 2016] [added: 2017] in stock or index, including reinvestment of dividends.

| November 2022 | | | | | | $0.485 | | | | | | $0.460 | | | | | | 5% | | |

| July 1 to July 31 | | | | | | 667,394 | | | | | | $ | 141.99 | | | | | 650,000 | | | | | | $ | 1,121,012,207 | |

| August 1 to August 31 | | | | | | 156,456 | | | | | | 142.58 | | | | | | 155,600 | | | | | | $ | 1,098,826,425 | |

| September 1 to September 30 | | | | | | 998,988 | | | | | | 137.81 | | | | | | 997,676 | | | | | | $ | 961,344,059 | |

| Total | | | | | | 1,822,838 | | | | | | | | | | | | 1,803,276 | | | | | | | | |

In October 2022, under this program, the Company purchased 0.6 million shares of its common stock for $78.8 million.

In November 2022, under this program, the Company purchased 3.2 million shares of its common stock from WBA for $500.0 million.

| AmerisourceBergen Corporation | | | | | | $ | 100.00 | | | | | $ | 113.40 | | | | | $ | 103.16 | | | | | $ | 123.64 | | | | | $ | 154.80 | | | | | $ | 177.67 | |

| S&P 500 | | | | | | $ | 100.00 | | | | | $ | 117.91 | | | | | $ | 122.93 | | | | | $ | 141.55 | | | | | $ | 184.02 | | | | | $ | 155.55 | |

| S&P Health Care | | | | | | $ | 100.00 | | | | | $ | 118.35 | | | | | $ | 114.13 | | | | | $ | 137.08 | | | | | $ | 168.00 | | | | | $ | 162.34 | |

| Peer Group | | | | | | $ | 100.00 | | | | | $ | 85.72 | | | | | $ | 85.10 | | | | | $ | 91.71 | | | | | $ | 115.22 | | | | | $ | 186.11 | |

| November 2018 | | | | | | $0.400 | | | | | | $0.380 | | | | | | 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 | | | | | | | | | | | | — | | | | | | | | |


| 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 | |

Cautionary Note Regarding Forward-Looking Statements

Certain of the statements contained in this Management's Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this report are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act").

Words such as “aim,” “anticipate,” “believe,” “can,” “continue,” “could,”, “estimate,” "expect," “intend,” “may,” “might,” “on track,” “opportunity,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “strive,” “sustain,” “synergy,” “target,” “will,” “would” and similar expressions may identify are intended to identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances and speak only as of the date hereof.

These statements are not guarantees of future performance and are based on assumptions and estimates that could prove incorrect or could cause actual results to vary materially from those indicated.

Forward-looking statements in this Annual Report on Form 10-K may include, for example, statements about the following:

- The effect of and uncertainties related to the ongoing COVID-19 pandemic (including any government responses thereto) and any continued recovery from the impact of the COVID-19 pandemic;

- our ability to achieve and maintain profitability in the future;

- our ability to respond to general economic conditions, including elevated levels of inflation;

- our ability to manage our growth effectively and our expectations regarding the development and expansion of our business;

- the impact on our business of the regulatory environment and complexities with compliance;

- unfavorable trends in brand and generic pharmaceutical pricing, including in rate or frequency of price inflation or deflation;

- competition and industry consolidation of both customers and suppliers resulting in increasing pressure to reduce prices for our products and services;

- changes in the United States healthcare and regulatory environment, including changes that could impact prescription drug reimbursement under Medicare and Medicaid and declining reimbursement rates for pharmaceuticals;

- increasing governmental regulations regarding the pharmaceutical supply channel;

- continued federal and state government enforcement initiatives to detect and prevent suspicious orders of controlled substances and the diversion of controlled substances;

- continued prosecution or suit by federal and state governmental entities and other parties (including third-party payors, hospitals, hospital groups and individuals) of alleged violations of laws and regulations regarding controlled substances, and any related disputes, including shareholder derivative lawsuits;

- increased federal scrutiny and litigation, including qui tam litigation, for alleged violations of laws and regulations governing the marketing, sale, purchase and/or dispensing of pharmaceutical products or services, and associated reserves and costs;

- failure to comply with the Corporate Integrity Agreement;

- the outcome of any legal or governmental proceedings that may be instituted against us, including material adverse resolution of pending legal proceedings;

- the retention of key customer or supplier relationships under less favorable economics or the adverse resolution of any contract or other dispute with customers or suppliers;

- changes to customer or supplier payment terms, including as a result of the COVID-19 impact on such payment terms;

- the possibility that various conditions to the consummation of the acquisition of PharmaLex may not be satisfied or that their satisfaction may be delayed; uncertainties as to the timing of the consummation of the acquisition of PharmaLex;

- unexpected costs, charges or expenses resulting from the acquisition of PharmaLex;

- the integration of the Alliance Healthcare and PharmaLex businesses into the Company being more difficult, time consuming or costly than expected;

- the Company's, Alliance Healthcare's, or PharmaLex's failure to achieve expected or targeted future financial and operating performance and results;

- the effects of disruption from the acquisition and related strategic transactions on the respective businesses of the Company, Alliance Healthcare and PharmaLex, and the fact that the acquisition and related strategic transactions may make it more difficult to establish or maintain relationships with employees, suppliers and other business partners;

- the acquisition of businesses, including the acquisition of the Alliance Healthcare and PharmaLex businesses and related strategic transactions, that do not perform as expected, or that are difficult to integrate or control, or the

inability to capture all of the anticipated synergies related thereto or to capture the anticipated synergies within the expected time period;

- risks associated with the strategic, long-term relationship between WBA and the Company, including with respect to the pharmaceutical distribution agreement and/or the global generic purchasing services arrangement;

- managing foreign expansion, including non-compliance with the U.S. Foreign Corrupt Practices Act, anti-bribery laws, economic sanctions and import laws and regulations;

- our ability to respond to financial market volatility and disruption;

- changes in tax laws or legislative initiatives that could adversely affect the Company's tax positions and/or the Company's tax liabilities or adverse resolution of challenges to the Company's tax positions;

- the loss, bankruptcy or insolvency of a major supplier, or substantial defaults in payment, material reduction in purchases by or the loss, bankruptcy or insolvency of a major customer, including as a result of COVID-19;

- financial and other impacts of COVID-19 on our operations or business continuity;

- changes to the customer or supplier mix;

- malfunction, failure or breach of sophisticated information systems to operate as designed, and risks generally associated with cybersecurity;

- risks generally associated with data privacy regulation and the international transfer of personal data;

- financial and other impacts of macroeconomic and geopolitical trends and events, including the unfolding situation in Russia and Ukraine and its regional and global ramifications;

- natural disasters or other unexpected events, such as additional pandemics, that affect the Company’s operations;

| [Report of Independent Registered Public Accounting [removed: Firm](#ia5ad134e26164b17bd1c3cf9d0cffc61_58)] [added: Firm](#i4006144af66e4036b008c970d25d4b2e_58) (PCAOB ID: 0042)] | | | | | | [removed: [49](#ia5ad134e26164b17bd1c3cf9d0cffc61_58)] [added: [51](#i4006144af66e4036b008c970d25d4b2e_58)] | | |

| [Consolidated Financial [removed: Statements:](#ia5ad134e26164b17bd1c3cf9d0cffc61_61)] [added: Statements:](#i4006144af66e4036b008c970d25d4b2e_61)] | | | | | | | | |

| [Consolidated Balance Sheets as of September 30, [removed: 2021] [added: 2022] and [removed: 2020](#ia5ad134e26164b17bd1c3cf9d0cffc61_64)] [added: 2021](#i4006144af66e4036b008c970d25d4b2e_64)] | | | | | | [removed: [53](#ia5ad134e26164b17bd1c3cf9d0cffc61_64)] [added: [54](#i4006144af66e4036b008c970d25d4b2e_64)] | | |

| [Consolidated Statements of [removed: Operations] [added: Comprehensive Income] for the fiscal years ended September 30, [removed: 202](#ia5ad134e26164b17bd1c3cf9d0cffc61_67)[1](#ia5ad134e26164b17bd1c3cf9d0cffc61_67)[, 20](#ia5ad134e26164b17bd1c3cf9d0cffc61_67)[20](#ia5ad134e26164b17bd1c3cf9d0cffc61_67)[,] [added: 202](#i4006144af66e4036b008c970d25d4b2e_70)[2](#i4006144af66e4036b008c970d25d4b2e_70)[, 202](#i4006144af66e4036b008c970d25d4b2e_70)[1](#i4006144af66e4036b008c970d25d4b2e_70)[,] and [removed: 20](#ia5ad134e26164b17bd1c3cf9d0cffc61_67)[19](#ia5ad134e26164b17bd1c3cf9d0cffc61_67)] [added: 20](#i4006144af66e4036b008c970d25d4b2e_70)[20](#i4006144af66e4036b008c970d25d4b2e_70)] | | | | | | [removed: [54](#ia5ad134e26164b17bd1c3cf9d0cffc61_67)] [added: [56](#i4006144af66e4036b008c970d25d4b2e_70)] | | |

| [Consolidated Statements of [removed: Comprehensive Income] [added: Cash Flows] for the fiscal years ended September 30, [removed: 202](#ia5ad134e26164b17bd1c3cf9d0cffc61_70)[1](#ia5ad134e26164b17bd1c3cf9d0cffc61_70)[, 20](#ia5ad134e26164b17bd1c3cf9d0cffc61_70)[20](#ia5ad134e26164b17bd1c3cf9d0cffc61_70)[,] [added: 202](#i4006144af66e4036b008c970d25d4b2e_79)[2](#i4006144af66e4036b008c970d25d4b2e_79)[, 202](#i4006144af66e4036b008c970d25d4b2e_79)[1](#i4006144af66e4036b008c970d25d4b2e_79)[,] and [removed: 20](#ia5ad134e26164b17bd1c3cf9d0cffc61_70)[19](#ia5ad134e26164b17bd1c3cf9d0cffc61_70)] [added: 20](#i4006144af66e4036b008c970d25d4b2e_79)[20](#i4006144af66e4036b008c970d25d4b2e_79)] | | | | | | [removed: [55](#ia5ad134e26164b17bd1c3cf9d0cffc61_70)] [added: [58](#i4006144af66e4036b008c970d25d4b2e_79)] | | |

| [Consolidated Statements of Changes in Stockholders' Equity for the fiscal years ended September 30, [removed: 202](#ia5ad134e26164b17bd1c3cf9d0cffc61_73)[1](#ia5ad134e26164b17bd1c3cf9d0cffc61_73)[, 20](#ia5ad134e26164b17bd1c3cf9d0cffc61_73)[20](#ia5ad134e26164b17bd1c3cf9d0cffc61_73)[,] [added: 202](#i4006144af66e4036b008c970d25d4b2e_73)[2](#i4006144af66e4036b008c970d25d4b2e_73)[, 202](#i4006144af66e4036b008c970d25d4b2e_73)[1](#i4006144af66e4036b008c970d25d4b2e_73)[,] and [removed: 20](#ia5ad134e26164b17bd1c3cf9d0cffc61_73)[19](#ia5ad134e26164b17bd1c3cf9d0cffc61_73)] [added: 20](#i4006144af66e4036b008c970d25d4b2e_73)[20](#i4006144af66e4036b008c970d25d4b2e_73)] | | | | | | [removed: [56](#ia5ad134e26164b17bd1c3cf9d0cffc61_73)] [added: [57](#i4006144af66e4036b008c970d25d4b2e_73)] | | |

| [Consolidated Statements of [removed: Cash Flows] [added: Operations] for the fiscal years ended September 30, [removed: 202](#ia5ad134e26164b17bd1c3cf9d0cffc61_79)[1](#ia5ad134e26164b17bd1c3cf9d0cffc61_79)[, 20](#ia5ad134e26164b17bd1c3cf9d0cffc61_79)[20](#ia5ad134e26164b17bd1c3cf9d0cffc61_79)[,] [added: 2022, 2021,] and [removed: 20](#ia5ad134e26164b17bd1c3cf9d0cffc61_79)[19](#ia5ad134e26164b17bd1c3cf9d0cffc61_79)] [added: 2020](#i4006144af66e4036b008c970d25d4b2e_67)] | | | | | | [removed: [57](#ia5ad134e26164b17bd1c3cf9d0cffc61_79)] [added: [55](#i4006144af66e4036b008c970d25d4b2e_67)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ia5ad134e26164b17bd1c3cf9d0cffc61_82)] [added: Statements](#i4006144af66e4036b008c970d25d4b2e_82)] | | | | | | [removed: [58](#ia5ad134e26164b17bd1c3cf9d0cffc61_82)] [added: [59](#i4006144af66e4036b008c970d25d4b2e_82)] | | |

We have audited the accompanying consolidated balance sheets of AmerisourceBergen Corporation and subsidiaries (the Company) as of September 30, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended September 30, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 23, 2021] [added: 22, 2022] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | As discussed in Note [removed: 14] [added: 13] 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 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: $6.7] [added: $6.0] billion liability related to the opioid litigation as of September 30, [removed: 2021] [added: 2022] and has disclosed that it is unable to estimate the range of possible loss in excess of the amount accrued. In connection with this 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 [removed: purposes based in part upon the final terms and conditions of the settlement agreements.] [added: purposes.] The Company used significant judgment in measuring the amount of income tax benefit that [removed: qualified for recognition and] may ultimately be deductible for U.S. federal and state purposes. | | |

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

| *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: valuation,] [added: completeness,] 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, [removed: measurement] [added: completeness] 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 [removed: inspected] [added: tested controls over] management’s review of [removed: correspondence from external legal counsel,] the [removed: proposed or final settlement agreements, statements made by] [added: assessment of] the [removed: Company,] [added: completeness of the opioid litigation liability] and [removed: communications with] [added: whether a range of possible loss in excess of] the [removed: plaintiffs] [added: amount accrued is reasonably estimable] to determine the accuracy of the opioid litigation liability and the related financial statement footnote disclosures. | | |

| | | | 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 [removed: management's] [added: management’s] reserve calculation and [removed: assumptions.] [added: assumptions, as well as vouching payments made during the year.] We inspected responses to inquiry letters sent to both internal and external legal counsel, held discussions with internal [added: general counsel and external] legal counsel to confirm our understanding of [removed: the] [added: any] settlement discussions, and obtained written representations from executives of the Company. In addition, we [removed: also] evaluated the adequacy of the Company’s financial statement disclosures. | | |

| *Description of the Matter* | | | As discussed in Note [removed: 14] [added: 13] of the consolidated financial statements, in addition to the opioid litigation addressed above, the Company is involved in government subpoenas, [removed: civil investigative demands,] derivative actions, and other disputes. 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 also performs an assessment of the materiality of legal contingencies where a loss is either reasonably possible or it is reasonably possible that an exposure to loss exists in excess of the amount accrued. If it is reasonably possible that such a loss or an additional loss may have been incurred and the effect on the consolidated financial statements is material, the Company discloses the nature of the loss contingency and an estimate of the possible loss or range of loss or a statement that such an estimate cannot be made within the notes to the consolidated financial statements. | | |

| *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 completeness, valuation, presentation and disclosure of legal contingencies. This included testing controls related to the Company’s process for identification, recognition, measurement and disclosure of legal contingencies. For example, we tested controls over management’s review of [removed: correspondence from external legal counsel, historical legal settlements executed by] the [removed: Company and those executed by other defendants, actions and statements made by] [added: assessment of] the [removed: Company,] [added: probability of occurrence of a loss] and [removed: communications with] [added: whether] the [removed: plaintiffs] [added: loss was reasonably estimable] to determine the completeness and accuracy of legal contingencies and the related financial statement footnote disclosures. We also tested controls over management’s assessment of the likelihood of the resolution of the matters through settlement or litigation. | | |

| | | | 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 [removed: contingency] [added: contingency, including the Company’s assessment as to whether a loss is reasonably estimable or if the Company is unable to estimate the range of loss,] through inspection of responses to inquiry letters sent to both internal and external legal counsel, discussions with internal [added: general] counsel [added: and external legal counsel] to confirm our understanding of the allegations, and obtaining written representations from executives of the Company. [removed: We also compared the Company’s assessment with its relevant history of similar legal contingencies that have been settled or otherwise resolved to evaluate] [added: In addition, we evaluated] the [removed: consistency] [added: adequacy] of the Company’s [removed: assessment for outstanding legal contingencies at the balance sheet date.] [added: financial statement disclosures.] | | |

| (in thousands, except share and per share data) | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Cash and cash equivalents | | | | | | $ | [added: 3,388,189 | | | | | $ |] 2,547,142 | | | | | $ | 4,597,746 | |

| Accounts receivable, less allowances for returns and credit losses: [removed: 2021] [added: 2022] — [removed: $1,356,684; 2020] [added: $1,626,729; 2021] — [removed: $1,417,308] [added: $1,356,684] | | | | | | [removed: 18,167,175] [added: 18,452,675] | | | | | | [removed: 13,846,301] [added: 18,167,175] | | |

| Inventories | | | | | | [removed: 15,368,352] [added: 15,556,394] | | | | | | [removed: 12,589,278] [added: 15,368,352] | | |

| Right to recover assets | | | | | | [removed: 1,271,557] [added: 1,532,061] | | | | | | [removed: 1,344,649] [added: 1,271,557] | | |

| Income tax receivable | | | | | | [removed: 221,875] [added: 172,568] | | | | | | [removed: 488,428] [added: 221,875] | | |

| Prepaid expenses and other | | | | | | [removed: 853,600] [added: 487,871] | | | | | | [removed: 189,300] [added: 853,600] | | |

| Assets held for sale | | | | | | [removed: 372,908] [added: —] | | | | | | [removed: —] [added: 372,908] | | |

| Total current assets | | | | | | [removed: 38,802,609] [added: 39,589,758] | | | | | | [removed: 33,055,702] [added: 38,802,609] | | |

| Property and equipment, net | | | | | | [removed: 2,162,961] [added: 2,135,003] | | | | | | [removed: 1,484,808] [added: 2,162,961] | | |

| Goodwill | | | | | | [removed: 9,030,531] [added: 8,503,886] | | | | | | [removed: 6,706,719] [added: 9,030,531] | | |

| Other intangible assets | | | | | | [removed: 5,256,927] [added: 4,332,737] | | | | | | [removed: 1,886,107] [added: 5,256,927] | | |

| Deferred income taxes | | | | | | [removed: 290,791] [added: 237,571] | | | | | | [removed: 361,640] [added: 290,791] | | |

| Other assets | | | | | | [removed: 1,793,986] [added: 1,761,661] | | | | | | [removed: 779,854] [added: 1,793,986] | | |

| TOTAL ASSETS | | | | | | $ | [removed: 57,337,805] [added: 56,560,616] | | | | | $ | [removed: 44,274,830] [added: 57,337,805] | |

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

| Accounts payable | | | | | | $ | [removed: 38,009,954] [added: 40,192,890] | | | | | $ | [removed: 31,705,055] [added: 38,009,954] | |

| Accrued expenses and other | | | | | | [removed: 2,856,405] [added: 2,214,592] | | | | | | [removed: 1,646,763] [added: 2,856,405] | | |

| Short-term debt | | | | | | [removed: 300,213] [added: 1,070,473] | | | | | | [removed: 501,259] [added: 300,213] | | |

| Liabilities held for sale | | | | | | [removed: 192,069] [added: —] | | | | | | [removed: —] [added: 192,069] | | |

| Total current liabilities | | | | | | [removed: 41,358,641] [added: 43,477,955] | | | | | | [removed: 33,853,077] [added: 41,358,641] | | |

| Long-term debt | | | | | | [removed: 6,383,711] [added: 4,632,360] | | | | | | [removed: 3,618,261] [added: 6,383,711] | | |

November 22, 2022

| Cash and cash equivalents | | | | | | $ | 3,388,189 | | | | | $ | 2,547,142 | |

| Acquisition, integration, and restructuring expenses | | | | | | 183,059 | | | | | | 199,288 | | | | | | 84,961 | | |

| Other income, net | | | | | | (27,352) | | | | | | (41,736) | | | | | | (1,581) | | |

| Adoption of lease accounting standard | | | | | | — | | | | | | — | | | | | | 35,138 | | | | | | — | | | | | | — | | | | | | — | | | | | | 35,138 | | |

| Net income (loss) | | | | | | — | | | | | | — | | | | | | 1,698,820 | | | | | | — | | | | | | — | | | | | | (32,280) | | | | | | 1,666,540 | | |

| Other comprehensive loss | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,385,528) | | | | | | — | | | | | | (36,303) | | | | | | (1,421,831) | | |

| Sale of business | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,544) | | | | | | (3,544) | | |

| Other, net | | | | | | 10 | | | | | | 6,327 | | | | | | — | | | | | | — | | | | | | — | | | | | | (6,098) | | | | | | 239 | | |

| September 30, 2022 | | | | | | $ | 2,927 | | | | | $ | 5,658,733 | | | | | $ | 2,977,646 | | | | | $ | (1,830,970) | | | | | $ | (7,019,895) | | | | | $ | 282,832 | | | | | $ | 71,273 | |

| Net income (loss) | | | | | | $ | 1,666,540 | | | | | $ | 1,544,608 | | | | | $ | (3,399,558) | |

| Gain on sale of businesses | | | | | | (56,228) | | | | | | — | | | | | | — | | |

| Turkey highly inflationary impact | | | | | | 51,966 | | | | | | — | | | | | | — | | |

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

| Income taxes payable and other liabilities | | | | | | (330,079) | | | | | | (178,120) | | | | | | (50,115) | | |

| Proceeds from sale of businesses | | | | | | 272,586 | | | | | | — | | | | | | — | | |

September 30, 2022

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

The Company’s prior period segment disclosures have been revised to reflect this change in reportable segments.

The Company adopted ASU No. 2019-12 as of October 1, 2021.

The adoption of ASU No. 2019-12 had no impact on the Company's financial statements.

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

The Company utilizes derivative financial instruments to manage exposures to foreign currency.

During the quarter ended March 31, 2022, Turkey became a highly inflationary economy, as defined under U.S. GAAP.

As a result, effective April 1, 2022, and until such time as the applicable economy is no longer considered highly inflationary, Turkish Lira-denominated assets and liabilities are remeasured using the Company's reporting currency in accordance with ASC 830, "Foreign Currency Matters." Turkish Lira denominated monetary assets and liabilities (primarily cash, accounts receivables, and accounts payables) are remeasured at each balance sheet date using the currency exchange rate then in effect, with currency remeasurement gains and losses recognized in Other Income in the Statement of Operations.

Turkish Lira-denominated nonmonetary assets and liabilities (primarily inventories, goodwill, and other intangible assets) are translated at the currency exchange rate in effect prior to highly inflation accounting commencement or at the exchange rate in effect at their date of acquisition if subsequent to April 1, 2022.

As such, nonmonetary assets and liabilities retain a higher historical basis when currencies are devalued.

This higher historical basis results in incremental expense being recognized when nonmonetary assets are consumed (i.e., sale of inventory).

During the fiscal year ended September 30, 2022, the Company recorded an incremental expense of $40.0 million in Cost of Goods Sold related to the consumption of inventory and an expense of $11.9 million within Other Income related to the currency remeasurement of monetary assets and liabilities.

The Company announced a strategic reorganization of its business and began reporting externally under the new structure as of October 1, 2021.

The Company recorded impairments of intangible and tangible assets totaling $361.7 million in the fiscal year ended September 30, 2020 in connection with the permanent shutdown of its compounding business.

| (in thousands) | | | | | | 2022 | | | | | | 2021 | | |

The Company is generally the principal in a transaction;

When the Company is the agent in a transaction, the fee received from a manufacturer customer is recognized within revenue as the service is performed.

In the fiscal year ended September 30, 2022, the Company's previous estimate of $96.9 million of accrued consideration was settled for $60.0 million, which resulted in a $36.9 million reduction to Goodwill.

The $60.0 million cash payment is included in the total $6,662.0 million cash consideration.

The Company completed the purchase price allocation as of June 1, 2022 and recorded purchase accounting adjustments that reduced working capital account balances by $102.7 million, increased the corresponding deferred tax assets by $63.0 million, and decreased other assets by $13.3 million, which resulted in a $53.0 million increase to Goodwill.

| Accounts receivable | | | | | | 3,628,056 | | |

| Inventories | | | | | | 1,647,330 | | |

| Goodwill | | | | | | 2,496,338 | | |

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

| | | | | | |

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

| | | | 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 legal counsel, inspection of court rulings, and inspection of settlement agreements. We also obtained written representations from executives of the Company. | | |

| | | | 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

| Employee severance, litigation, and other | | | | | | 471,911 | | | | | | 6,807,307 | | | | | | 330,474 | | |

| September 30, 2018 | | | | | | $ | 2,836 | | | | | $ | 4,715,473 | | | | | $ | 3,720,582 | | | | | $ | (79,253) | | | | | $ | (5,426,814) | | | | | $ | 117,137 | | | | | $ | 3,049,961 | |

| Adoption of ASC 606 (Note 1) | | | | | | — | | | | | | — | | | | | | (1,482) | | | | | | — | | | | | | — | | | | | | (1,102) | | | | | | (2,584) | | |

| Net income (loss) | | | | | | — | | | | | | — | | | | | | 855,365 | | | | | | — | | | | | | — | | | | | | (1,230) | | | | | | 854,135 | | |

| Other comprehensive loss | | | | | | — | | | | | | — | | | | | | — | | | | | | (32,712) | | | | | | — | | | | | | (516) | | | | | | (33,228) | | |

| Other | | | | | | 2 | | | | | | (424) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (422) | | |

| Adoption of ASC 842, net of tax (Note 1) | | | | | | — | | | | | | — | | | | | | 35,138 | | | | | | — | | | | | | — | | | | | | — | | | | | | 35,138 | | |

| Gain on sale of equity investment | | | | | | — | | | | | | — | | | | | | (13,692) | | |

| Income taxes payable | | | | | | (54,880) | | | | | | (3,289) | | | | | | (13,353) | | |

| Other liabilities | | | | | | (123,240) | | | | | | (46,826) | | | | | | (1,572) | | |

ASU 2016-02 aims to increase transparency and comparability across organizations by requiring lease assets and lease liabilities to be recognized on the balance sheet as well as key information to be disclosed regarding lease arrangements.

ASU 2016-02 was effective for annual reporting periods beginning after December 15, 2018 and interim periods within those fiscal years.

The Company adopted ASC 842 as of October 1, 2019 and adopted it using the modified retrospective approach.

The Company elected the transition package of practical expedients provided within the amended guidance, which eliminated the requirements to reassess lease identification, lease classification, and initial direct costs for leases that commenced before the effective date.

The Company also elected to combine lease and non-lease components and to exclude short-term leases from its consolidated balance sheets.

The Company did not elect the hindsight practical expedient in determining the lease term.

In connection with the adoption of ASC 842, the Company recognized operating lease liabilities of $562.1 million, right-of-use ("ROU") assets of $526.3 million, and a $35.1 million, net of tax of $9.6 million, cumulative adjustment to retained earnings.

The Company's lease liabilities were based on the present value of the remaining minimum lease commitments using the Company's incremental borrowing rates as of October 1, 2019, and the Company's ROU assets were based upon the operating lease liabilities adjusted for prepaid and deferred rents.

The cumulative adjustment to retained earnings was primarily the result of derecognizing assets of $266.0 million in Property and Equipment, Net and $324.8 million of financing obligations in Long-Term Financing Obligation and Accrued Expenses and Other, all of which was associated with leased assets where the Company was deemed the owner of the leased assets for accounting purposes.

The Company finalized the impact that the amended lease guidance had on its systems, processes, and internal controls.

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

For the Company's lease policy, refer to the "Leases" section of Note 1.

In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" ("ASU 2016-13").

The Company is currently evaluating the impact of adopting this new accounting guidance.

Separately, the Company paid into escrow $288.4 million related to a proposed opioid-related legal settlement (see Note 14), which is included in restricted cash as of September 30, 2021.

Changes in these factors,

After U.S. Food and Drug Administration ("FDA") inspections of PharMEDium Healthcare Holdings, Inc.'s ("PharMEDium") compounding facilities, the Company voluntarily suspended production activities in December 2017 at its largest compounding facility located in Memphis, Tennessee pending execution of certain remedial measures.

As a result of the suspension of production activities at PharMEDium's compounding facility located in Memphis, Tennessee and the regulatory matters, the Company performed a recoverability assessment of PharMEDium's long-lived assets and recorded a $570.0 million impairment loss in the quarter ended March 31, 2019 for the amount that the carrying value of the PharMEDium asset group exceeded its fair value.

There were no changes during the fiscal quarter ended September 30, [removed: 2021] [added: 2022] 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: 2021.][added: 2022.]

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: 2021.][added: 2022.]

We have audited AmerisourceBergen Corporation and [removed: subsidiaries'] [added: subsidiaries’] internal control over financial reporting as of September 30, [removed: 2021,] [added: 2022,] based on criteria established in Internal [removed: Control-Integrated] [added: 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] consolidated financial statements of the Company and our report dated November [removed: 23, 2021] [added: 22, 2022] expressed an unqualified opinion thereon.

November 22, 2022

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

PART III

Not applicable.

PART III

Information appearing in our Notice of Annual Meeting of Stockholders and Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders (the [removed: "2022] [added: "2023] Proxy Statement"), including information appearing under "Proxy Statement Highlights," "Corporate Governance and Related Matters," and "Audit Committee Matters" is incorporated herein by reference.

We will file the [removed: 2022] [added: 2023] 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: 2022] [added: 2023] Proxy Statement, including information appearing under "Corporate Governance and Related Matters" and "Executive Compensation and Related Matters" in the [removed: 2022] [added: 2023] Proxy Statement, is incorporated herein by reference.

Information contained in the [removed: 2022] [added: 2023] Proxy Statement, including information appearing under "Beneficial Ownership of Common Stock" and "Equity Compensation Plan Information" in the [removed: 2022] [added: 2023] Proxy Statement, is incorporated herein by reference.

Information contained in the [removed: 2022] [added: 2023] Proxy Statement, including information appearing under "Corporate Governance and Related Matters" and "Related Person Transactions" in the [removed: 2022] [added: 2023] Proxy Statement, is incorporated herein by reference.

Information contained in the [removed: 2022] [added: 2023] Proxy Statement, including information appearing under "Audit Committee Matters" in the [removed: 2022] [added: 2023] 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](#ia5ad134e26164b17bd1c3cf9d0cffc61_58)] [added: Firm](#i4006144af66e4036b008c970d25d4b2e_58)] | | | [removed: [49](#ia5ad134e26164b17bd1c3cf9d0cffc61_58)] [added: [51](#i4006144af66e4036b008c970d25d4b2e_58)] | | |

| [Consolidated Balance Sheets as of September 30, [removed: 202](#ia5ad134e26164b17bd1c3cf9d0cffc61_64)[1](#ia5ad134e26164b17bd1c3cf9d0cffc61_64)] [added: 202](#i4006144af66e4036b008c970d25d4b2e_64)[2](#i4006144af66e4036b008c970d25d4b2e_64)] [and [removed: 2](#ia5ad134e26164b17bd1c3cf9d0cffc61_64)[0](#ia5ad134e26164b17bd1c3cf9d0cffc61_64)[20](#ia5ad134e26164b17bd1c3cf9d0cffc61_64)] [added: 20](#i4006144af66e4036b008c970d25d4b2e_64)[21](#i4006144af66e4036b008c970d25d4b2e_64)] | | | [removed: [53](#ia5ad134e26164b17bd1c3cf9d0cffc61_64)] [added: [54](#i4006144af66e4036b008c970d25d4b2e_64)] | | |

| [Consolidated Statements of Operations for the fiscal years ended September 30, [removed: 202](#ia5ad134e26164b17bd1c3cf9d0cffc61_67)[1](#ia5ad134e26164b17bd1c3cf9d0cffc61_67)[, 20](#ia5ad134e26164b17bd1c3cf9d0cffc61_67)[20](#ia5ad134e26164b17bd1c3cf9d0cffc61_67)] [added: 202](#i4006144af66e4036b008c970d25d4b2e_67)[2](#i4006144af66e4036b008c970d25d4b2e_67)[, 202](#i4006144af66e4036b008c970d25d4b2e_67)[1](#i4006144af66e4036b008c970d25d4b2e_67)] [and [removed: 20](#ia5ad134e26164b17bd1c3cf9d0cffc61_67)[19](#ia5ad134e26164b17bd1c3cf9d0cffc61_67)] [added: 20](#i4006144af66e4036b008c970d25d4b2e_67)[20](#i4006144af66e4036b008c970d25d4b2e_67)] | | | [removed: [54](#ia5ad134e26164b17bd1c3cf9d0cffc61_67)] [added: [55](#i4006144af66e4036b008c970d25d4b2e_67)] | | |

| [Consolidated Statements of Comprehensive Income for the fiscal years ended September 30, [removed: 202](#ia5ad134e26164b17bd1c3cf9d0cffc61_70)[1](#ia5ad134e26164b17bd1c3cf9d0cffc61_70)[, 20](#ia5ad134e26164b17bd1c3cf9d0cffc61_70)[20](#ia5ad134e26164b17bd1c3cf9d0cffc61_70)[,] [added: 202](#i4006144af66e4036b008c970d25d4b2e_70)[2](#i4006144af66e4036b008c970d25d4b2e_70)[, 202](#i4006144af66e4036b008c970d25d4b2e_70)[1](#i4006144af66e4036b008c970d25d4b2e_70)[,] and [removed: 20](#ia5ad134e26164b17bd1c3cf9d0cffc61_70)[19](#ia5ad134e26164b17bd1c3cf9d0cffc61_70)] [added: 20](#i4006144af66e4036b008c970d25d4b2e_70)[20](#i4006144af66e4036b008c970d25d4b2e_70)] | | | [removed: [55](#ia5ad134e26164b17bd1c3cf9d0cffc61_70)] [added: [56](#i4006144af66e4036b008c970d25d4b2e_70)] | | |

| [Consolidated Statements of Changes in Stockholders' Equity for the fiscal years ended September 30, [removed: 202](#ia5ad134e26164b17bd1c3cf9d0cffc61_73)[1](#ia5ad134e26164b17bd1c3cf9d0cffc61_73)[, 20](#ia5ad134e26164b17bd1c3cf9d0cffc61_73)[20](#ia5ad134e26164b17bd1c3cf9d0cffc61_73)[,] [added: 202](#i4006144af66e4036b008c970d25d4b2e_73)[2](#i4006144af66e4036b008c970d25d4b2e_73)[, 202](#i4006144af66e4036b008c970d25d4b2e_73)[1](#i4006144af66e4036b008c970d25d4b2e_73)[,] and [removed: 20](#ia5ad134e26164b17bd1c3cf9d0cffc61_73)[19](#ia5ad134e26164b17bd1c3cf9d0cffc61_73)] [added: 20](#i4006144af66e4036b008c970d25d4b2e_73)[20](#i4006144af66e4036b008c970d25d4b2e_73)] | | | [removed: [56](#ia5ad134e26164b17bd1c3cf9d0cffc61_73)] [added: [57](#i4006144af66e4036b008c970d25d4b2e_73)] | | |

| [Consolidated Statements of Cash Flows for the fiscal years ended September 30, [removed: 202](#ia5ad134e26164b17bd1c3cf9d0cffc61_79)[1](#ia5ad134e26164b17bd1c3cf9d0cffc61_79)[, 20](#ia5ad134e26164b17bd1c3cf9d0cffc61_79)[20](#ia5ad134e26164b17bd1c3cf9d0cffc61_79)[,] [added: 202](#i4006144af66e4036b008c970d25d4b2e_79)[2](#i4006144af66e4036b008c970d25d4b2e_79)[, 202](#i4006144af66e4036b008c970d25d4b2e_79)[1](#i4006144af66e4036b008c970d25d4b2e_79)[,] and [removed: 20](#ia5ad134e26164b17bd1c3cf9d0cffc61_79)[19](#ia5ad134e26164b17bd1c3cf9d0cffc61_79)] [added: 20](#i4006144af66e4036b008c970d25d4b2e_79)[20](#i4006144af66e4036b008c970d25d4b2e_79)] | | | [removed: [57](#ia5ad134e26164b17bd1c3cf9d0cffc61_79)] [added: [58](#i4006144af66e4036b008c970d25d4b2e_79)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ia5ad134e26164b17bd1c3cf9d0cffc61_82)] [added: Statements](#i4006144af66e4036b008c970d25d4b2e_82)] | | | [removed: [58](#ia5ad134e26164b17bd1c3cf9d0cffc61_82)] [added: [59](#i4006144af66e4036b008c970d25d4b2e_82)] | | |

| [Schedule II — Valuation and Qualifying [removed: Accounts](#ia5ad134e26164b17bd1c3cf9d0cffc61_184)] [added: Accounts](#i4006144af66e4036b008c970d25d4b2e_184)] | | | [removed: [101](#ia5ad134e26164b17bd1c3cf9d0cffc61_184)] [added: [101](#i4006144af66e4036b008c970d25d4b2e_184)] | | |

| 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 [removed: to AmerisourceBergen Corporation's] [added: to](http://www.sec.gov/Archives/edgar/data/1140859/000110465921045547/tm214933d4_ex4-1.htm) [the Registrant](http://www.sec.gov/Archives/edgar/data/1140859/000110465921045547/tm214933d4_ex4-1.htm)['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 [removed: Association](http://www.sec.gov/Archives/edgar/data/1140859/000110465921045547/tm214933d4_ex4-2.htm) [(including] [added: Association (including] Form of 2.700% Senior Note due [removed: 2031)](http://www.sec.gov/Archives/edgar/data/1140859/000110465921045547/tm214933d4_ex4-2.htm) [(incorporated] [added: 2031) (incorporated] by reference to Exhibit 4.2 [removed: to AmerisourceBergen Corporation's] [added: to](http://www.sec.gov/Archives/edgar/data/1140859/000110465921045547/tm214933d4_ex4-2.htm) [the Registrant](http://www.sec.gov/Archives/edgar/data/1140859/000110465921045547/tm214933d4_ex4-2.htm)['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 [removed: to AmerisourceBergen Corporation's] [added: to](http://www.sec.gov/Archives/edgar/data/1140859/000110465921045547/tm214933d4_ex4-2.htm) [the Registrant](http://www.sec.gov/Archives/edgar/data/1140859/000110465921045547/tm214933d4_ex4-2.htm)['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) | | | | | |

| 4.18 | | | [Description of the Registrant's [removed: Securities](https://www.sec.gov/Archives/edgar/data/1140859/000114085919000040/exhibit414-9302019.htm)] [added: Securities](http://www.sec.gov/Archives/edgar/data/1140859/000114085919000040/exhibit414-9302019.htm) [(incorpora](http://www.sec.gov/Archives/edgar/data/1140859/000114085919000040/exhibit414-9302019.htm)[ted by reference to Exhibit 4.14 to the Registrant's](http://www.sec.gov/Archives/edgar/data/1140859/000114085919000040/exhibit414-9302019.htm) [Annual Report on F](http://www.sec.gov/Archives/edgar/data/1140859/000114085919000040/exhibit414-9302019.htm)[orm 10-K for the fiscal year ended September 30](http://www.sec.gov/Archives/edgar/data/1140859/000114085919000040/exhibit414-9302019.htm)[, 2019).](http://www.sec.gov/Archives/edgar/data/1140859/000114085919000040/exhibit414-9302019.htm)] | | | | | |

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

| [removed: ‡10.3] [added: ‡10.4] | | | [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) | | | | | |

| [removed: ‡10.4] [added: ‡10.5] | | | [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) | | | | | |

| [removed: ‡10.5] [added: ‡10.6] | | | [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) | | | | | |

| [removed: ‡10.6] [added: ‡10.7] | | | [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) | | | | | |

| [removed: ‡10.7] [added: ‡10.8] | | | [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) | | | | | |

| [removed: ‡10.8] [added: ‡10.12] | | | [removed: [AmerisourceBergen Corporation Compensation Policy for Non-Employee Directors, effective as] [added: [Form] of [removed: March 3, 2016] [added: Restricted Stock Unit Agreement to Non-Employee Director under the AmerisourceBergen Corporation Omnibus Incentive Plan] (incorporated by reference to Exhibit [removed: 99.2] [added: 10.3] to the Registrant's Current Report on [removed: Form] [added: form] 8-K filed on March [removed: 9, 2016).](http://www.sec.gov/Archives/edgar/data/1140859/000110465916103757/a16-5960_1ex99d2.htm)] [added: 10, 2014).](http://www.sec.gov/Archives/edgar/data/1140859/000110465914018004/a14-7723_1ex10d3.htm)] | | | | | |

| [removed: ‡10.11] [added: ‡10.14] | | | [Form of [added: 2014] Restricted Stock Unit Agreement to [removed: Non-Employee Director] [added: Employee] under the AmerisourceBergen Corporation Omnibus Incentive Plan (incorporated by reference to Exhibit [removed: 10.3] [added: 10.5] to the Registrant's Current Report on [removed: form] [added: Form] 8-K filed on March 10, [removed: 2014).](http://www.sec.gov/Archives/edgar/data/1140859/000110465914018004/a14-7723_1ex10d3.htm)] [added: 2014).](http://www.sec.gov/Archives/edgar/data/1140859/000110465914018004/a14-7723_1ex10d5.htm)] | | | | | |

| [removed: ‡10.12] [added: ‡10.13] | | | [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) | | | | | |

| [removed: ‡10.13] [added: ‡10.15] | | | [Form of 2014 [removed: Restricted Stock Unit] [added: Performance Share Award] Agreement to Employee under the AmerisourceBergen Corporation Omnibus Incentive Plan (incorporated by reference to Exhibit [removed: 10.5] [added: 10.6] to the Registrant's Current Report on Form 8-K filed on March 10, [removed: 2014).](http://www.sec.gov/Archives/edgar/data/1140859/000110465914018004/a14-7723_1ex10d5.htm)] [added: 2014).](http://www.sec.gov/Archives/edgar/data/1140859/000110465914018004/a14-7723_1ex10d6.htm)] | | | | | |

| [removed: ‡10.14] [added: ‡10.18] | | | [Form of [removed: 2014] [added: 2019] Performance Share Award Agreement to Employee under the AmerisourceBergen Corporation Omnibus Incentive Plan (incorporated by reference to Exhibit [removed: 10.6] [added: 10.9] to the Registrant's [removed: Current] [added: Quarterly] Report on Form [removed: 8-K filed on March 10, 2014).](http://www.sec.gov/Archives/edgar/data/1140859/000110465914018004/a14-7723_1ex10d6.htm)] [added: 10-Q for the fiscal quarter ended December 31, 2018).](http://www.sec.gov/Archives/edgar/data/1140859/000114085919000008/exhibit109-abcformofperfor.htm)] | | | | | |

| [removed: ‡10.15] [added: ‡10.16] | | | [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) | | | | | |

| [removed: ‡10.16] [added: ‡10.17] | | | [Form of 2019 Restricted Stock Unit Agreement to Employee under the AmerisourceBergen Corporation Omnibus Incentive Plan (incorporated by reference to Exhibit 10.8 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/exhibit108-abcformofrsuawa.htm) | | | | | |

| [removed: ‡10.17] [added: ‡10.20] | | | [Form of [removed: 2019] [added: 2021] Performance Share Award Agreement to Employee under the AmerisourceBergen Corporation Omnibus Incentive Plan (incorporated by reference to Exhibit [removed: 10.9] [added: 10.1] to the Registrant's Quarterly Report on Form [removed: 10-Q for] [added: 10-Q](http://www.sec.gov/Archives/edgar/data/1140859/000114085922000006/exhibit101-q12022.htm) [for] the fiscal quarter ended December [removed: 31, 2018).](http://www.sec.gov/Archives/edgar/data/1140859/000114085919000008/exhibit109-abcformofperfor.htm)] [added: 31,](http://www.sec.gov/Archives/edgar/data/1140859/000114085922000006/exhibit101-q12022.htm) [2](http://www.sec.gov/Archives/edgar/data/1140859/000114085922000006/exhibit101-q12022.htm)[021](http://www.sec.gov/Archives/edgar/data/1140859/000114085922000006/exhibit101-q12022.htm)[).](http://www.sec.gov/Archives/edgar/data/1140859/000114085922000006/exhibit101-q12022.htm)] | | | | | |

| [removed: ‡10.18] [added: ‡10.19] | | | [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) | | | | | |

| [removed: ‡10.19] [added: ‡10.22] | | | [AmerisourceBergen Corporation Financial Recoupment Policy (incorporated by reference to Exhibit 10.10 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/exhibit1010financialrecoup.htm) | | | | | |

| [removed: ‡10.20] [added: ‡10.25] | | | [Amended and Restated Employment Agreement, dated as of January 11, 2019, between the Company and Steven H. Collis (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 11, 2019).](http://www.sec.gov/Archives/edgar/data/1140859/000114085919000002/ex101collisemploymentagree.htm) | | | | | |

| [removed: ‡10.21] [added: ‡10.26] | | | [Amended and Restated Employment Agreement, dated as of January 11, 2019, between the Company and John G. Chou (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on January 11, 2019).](http://www.sec.gov/Archives/edgar/data/1140859/000114085919000002/ex102chouemploymentagreeme.htm) | | | | | |

| [removed: ‡10.22] [added: ‡10.27] | | | [Form of Employment Agreement applicable to executive officers (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on January 11, 2019.](http://www.sec.gov/Archives/edgar/data/1140859/000114085919000002/ex103formofemploymentagree.htm) | | | | | |

| [removed: 10.23] [added: 10.28] | | | [Amended and Restated Receivables Sale Agreement, dated as of October 16, 2020, among AmeriSource Receivables Financial Corporation, as buyer, and AmerisourceBergen Drug Corporation and ASD Specialty Healthcare, LLC, as originators (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on October 19, 2020).](http://www.sec.gov/Archives/edgar/data/1140859/000114085920000041/exhibit101-arreceivabl.htm) | | | | | |

| [removed: 10.24] [added: 10.29] | | | [Amended and Restated Receivables Purchase Agreement, dated as of April 29, 2010, among AmeriSource Receivables Financial Corporation, as seller, AmerisourceBergen Drug Corporation, as servicer, the various purchaser groups party thereto, and Bank of America, National Association, as administrator (incorporated by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed on May 5, 2010).](http://www.sec.gov/Archives/edgar/data/1140859/000095012310044138/c00119exv99w1.htm) | | | | | |

| [removed: 10.25] [added: 10.30] | | | [First Amendment to Amended and Restated Receivables Purchase Agreement, dated as of April 28, 2011, among AmeriSource Receivables Financial Corporation, as seller, AmerisourceBergen Drug Corporation, as servicer, the purchaser agents and purchasers party thereto, and Bank of America, National Association, as administrator (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on May 4, 2011).](http://www.sec.gov/Archives/edgar/data/1140859/000095012311044438/c16448exv10w1.htm) | | | | | |

| [removed: 10.26] [added: 10.31] | | | [Second Amendment to Amended and Restated Receivables Purchase Agreement, dated as of October 28, 2011, among AmeriSource Receivables Financial Corporation, as seller, AmerisourceBergen Drug Corporation, servicer, the purchaser agents and purchasers party thereto, and Bank of America, National Association, as administrator (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed on October 28, 2011).](http://www.sec.gov/Archives/edgar/data/1140859/000095012311092891/c23829exv10w3.htm) | | | | | |

| [removed: 10.27] [added: 10.32] | | | [Third Amendment to Amended and Restated Receivables Purchase Agreement, dated as of November 16, 2012, among AmeriSource Receivables Financial Corporation, as seller, AmerisourceBergen Drug Corporation, as servicer, the purchaser agents and purchasers party thereto, and Bank of America, National Association, as administrator (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on November 21, 2012).](http://www.sec.gov/Archives/edgar/data/1140859/000110465912079557/a12-27706_1ex10d1.htm) | | | | | |

| [removed: 10.28] [added: 10.33] | | | [Fourth Amendment to Amended and Restated Receivables Purchase Agreement, dated as of January 16, 2013, among AmeriSource Receivables Financial Corporation, as seller, AmerisourceBergen Drug Corporation, as servicer, the purchaser agents and purchasers party thereto, and the Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as administrator (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on form 8-K filed on January 17, 2013).](http://www.sec.gov/Archives/edgar/data/1140859/000110465913003094/a13-3125_1ex10d1.htm) | | | | | |

| [removed: 10.29] [added: 10.34] | | | [Fifth Amendment to Amended and Restated Receivables Purchase Agreement, dated as of June 28, 2013, among AmeriSource Receivables Financial Corporation, as seller, AmerisourceBergen Drug Corporation, as servicer, the purchaser agents and purchasers party thereto, and the Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as administrator (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on July 3, 2013).](http://www.sec.gov/Archives/edgar/data/1140859/000110465913053175/a13-16026_2ex10d1.htm) | | | | | |

| [removed: 10.30] [added: 10.35] | | | [Sixth Amendment to Amended and Restated Receivables Purchase Agreement, dated as of October 7, 2013, among AmeriSource Receivables Financial Corporation, as seller, AmerisourceBergen Drug Corporation, as servicer, the purchaser agents and purchasers party thereto, Market Street Funding LLC, as assignor, PNC Bank, National Association, as assignee, and the Bank of Tokyo-Mitsubishi UFJ, LTD., New York Branch, as administrator (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on October 10, 2013).](http://www.sec.gov/Archives/edgar/data/1140859/000110465913075113/a13-22005_1ex10d1.htm) | | | | | |

| [removed: 10.31] [added: 10.36] | | | [Seventh Amendment to Amended and Restated Receivables Purchase Agreement, dated as of July 17, 2014, among AmeriSource Receivables Financial Corporation, as seller, AmerisourceBergen Drug Corporation, as servicer, the purchaser agents and purchasers party thereto and the Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Administrator (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on July 22, 2014).](http://www.sec.gov/Archives/edgar/data/1140859/000110465914052704/a14-17504_1ex10d1.htm) | | | | | |

| 10.3 | | | [Amendment No. 1 to the Amended and Restated Shareholders Agreement, dated as of August 2, 2022, by and between AmerisourceBergen Corporation and Walgreens Boots Alliance, Inc. (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2022).](http://www.sec.gov/Archives/edgar/data/1140859/000114085922000041/exhibit102-wbaboardsizeame.htm) | | | | | |

| ‡10.11 | | | [AmerisourceBergen Corporation 2022 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on April 1, 2022).](http://www.sec.gov/Archives/edgar/data/1140859/000110465922041712/tm2210260d2_ex10-1.htm) | | | | | |

| ‡10.21 | | | [Form of Restricted Stock Unit Award Agreement to Non-Employee Director under the AmerisourceBergen Corporation 2022 Omnibus Incentive Plan](http://www.sec.gov/Archives/edgar/data/1140859/000114085922000041/exhibit101-q32022.htm) [(inc](http://www.sec.gov/Archives/edgar/data/1140859/000114085922000041/exhibit101-q32022.htm)[orporated b](http://www.sec.gov/Archives/edgar/data/1140859/000114085922000041/exhibit101-q32022.htm)[y reference to Exhibit 10.1 to the Registra](http://www.sec.gov/Archives/edgar/data/1140859/000114085922000041/exhibit101-q32022.htm)[nt's Quar](http://www.sec.gov/Archives/edgar/data/1140859/000114085922000041/exhibit101-q32022.htm)[terly Report on Form 10-Q for the fiscal quarter ended June 30, 2022](http://www.sec.gov/Archives/edgar/data/1140859/000114085922000041/exhibit101-q32022.htm)[)](http://www.sec.gov/Archives/edgar/data/1140859/000114085922000041/exhibit101-q32022.htm)[.](http://www.sec.gov/Archives/edgar/data/1140859/000114085922000041/exhibit101-q32022.htm) | | | | | |

| ‡10.23 | | | [Form of Restricted Stock Unit Award Agreement to Employee](https://www.sec.gov/Archives/edgar/data/1140859/000114085922000098/exhibit1023-rsuawardtoempl.htm) [](https://www.sec.gov/Archives/edgar/data/1140859/000114085922000098/exhibit1023-rsuawardtoempl.htm)[under the AmerisourceBergen Corporation 2022 Omnibus Incentive Plan](https://www.sec.gov/Archives/edgar/data/1140859/000114085922000098/exhibit1023-rsuawardtoempl.htm) | | | | | |

| ‡10.24 | | | [Form of Performance Share Award Unit Award Agreement to Employee](https://www.sec.gov/Archives/edgar/data/1140859/000114085922000098/exhibit1024-psuawardtoempl.htm) [](https://www.sec.gov/Archives/edgar/data/1140859/000114085922000098/exhibit1024-psuawardtoempl.htm)[under the AmerisourceBergen Corporation 2022 Omnibus Incentive Plan](https://www.sec.gov/Archives/edgar/data/1140859/000114085922000098/exhibit1024-psuawardtoempl.htm) | | | | | |

| 10.55 | | | [Distributor Settlement Agreement, dated as of March 25, 2022, between and among the Settling States, the Settling Distributors, and the Participating Subdivisions (as defined therein) (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K/A filed on May 3, 2022).](http://www.sec.gov/Archives/edgar/data/1140859/000110465922055245/tm2212023d1_ex10-1.htm) | | | | | |

| 10.56 | | | [Share Repurchase Agreement, dated as of November 6, 2022, by and between AmerisourceBergen Corporation and Walgreens Boots Alliance Holdings LLC (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on November 10, 2022).](http://www.sec.gov/Archives/edgar/data/1140859/000110465922117259/tm2230253d1_ex10-1.htm) | | | | | |

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

| 10.49 | | | [Second Amendment to the Term Credit Agreement, dated as of November 4, 2021, among AmerisourceBergen Corporation, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.2 to AmerisourceBergen Corporation's Current Report on Form 8-K filed on November 8, 2021).](http://www.sec.gov/Archives/edgar/data/1140859/000110465921135650/tm2131954d1_ex10-2.htm) | | | | | |

| 10.50 | | | [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 10.2 to the Registrant's Current Report on Form 8-K filed on February 18, 2021).](https://www.sec.gov/Archives/edgar/data/0001140859/000095015721000211/ex10-2.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) | | | | | |

| 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) | | | | | |

| Date: November [removed: 23, 2021] [added: 22, 2022] | | | | | | 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: 23, 2021] [added: 22, 2022] by the following persons on behalf of the Registrant and in the capacities indicated.

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

| Year Ended September 30, [removed: 2019] [added: 2022] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| /s/ LORENCE H. KIM, M.D._______________________ Lorence H. Kim, M.D. | | | | | | Director | | |

| | | | | | | | | |

| Allowances for returns and credit losses | | | | | | $ | 1,356,684 | | | | | $ | 5,124,081 | | | | | $ | (4,854,036) | | | | | $ | 1,626,729 | |

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

| Allowances for returns and credit losses | | | | | | $ | 1,049,901 | | | | | $ | 3,720,642 | | | | | $ | (3,546,656) | | | | | $ | 1,223,887 | |

(3)Includes an allowance for credit losses for long-term accounts receivable within Other Assets on the Consolidated Balance Sheets of $981 thousand as of September 30, 2019.