Cencora (COR) 10-K risk factor changes: FY2023 vs FY2022

WBA accounted for approximately [removed: 27%] [added: 26%] of our revenue in the fiscal year ended September 30, [removed: 2022.][added: 2023.]

Express Scripts accounted for approximately [removed: 13%] [added: 14%] of our revenue in the fiscal year ended September 30, [removed: 2022.][added: 2023.]

Our top ten customers, including governmental agencies, represented approximately 66% of revenue in the fiscal year ended September 30, [removed: 2022.][added: 2023.]

The processes needed to achieve and maintain [removed: these] [added: the expected cost savings, growth] initiatives and [removed: benefits] [added: efficiencies in sourcing, logistics and distribution associated with our relationship with WBA] are complex, costly, and time-consuming.

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

[removed: 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, 2021, as further amended on August 2, 2022 (the “Shareholders Agreement”), to make certain additional investments in our common stock.

[removed: For example, in November] [added: Since May] 2022, WBA [added: has] sold [removed: 13.2] [added: 22.4] million shares of our common stock.

Any sales [removed: of] [added: or pledges of, or related activity for, our] common stock by WBA 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 [added: costs, decreased revenue, decreased benefits and the diversion of]

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

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

As part of our [removed: strategy] [added: strategy,] we seek to pursue acquisitions of and investments in other companies.

We may find that our ability to integrate [removed: and control] Alliance [removed: Healthcare] [added: Healthcare, acquired in 2021,] and PharmaLex is more difficult, time consuming or costly than [removed: expected, especially in certain countries where our investment is not wholly-owned, such as our 50%-owned Alliance Healthcare Egypt subsidiary.][added: expected.]

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

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

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

Our businesses operate in a number of [removed: jurisdictions, including Egypt and other locations,] [added: jurisdictions] 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 [removed: effectively] put in place effective financial controls and compliance policies to safeguard against such risks as part of our integration of businesses, including Alliance [removed: Healthcare.][added: Healthcare and PharmaLex.]

We conduct operations in over 50 [removed: countries,] [added: countries and, in the fiscal year ended September 30, 2023, approximately 10% of our revenue was derived from our international operations,] which subjects us to various risks inherent in global operations.

For example, during fiscal [removed: 2022,] [added: 2023,] Turkey [removed: became] [added: remained] a “highly inflationary economy,” as defined under U.S. GAAP, which impacted our consolidated financial statements.

During fiscal [removed: 2022,] [added: 2023,] we [removed: have experienced] [added: continued to experience] 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.

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 [removed: Russia and] [added: conflicts in] Ukraine [removed: war),] and [added: between Israel and Hamas), and] other events (such as economic sanctions and trade restrictions, including those related to the [removed: on-going] [added: ongoing] Russia and Ukraine [removed: war)] [added: conflict and in the Middle East)] 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.

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

[removed: Any of these risks] [added: Uninsured losses or operational losses that result from large, self-insured retentions under commercial insurance coverage] might have [removed: a materially] [added: an] adverse impact on our business operations and our financial position or results of operations.

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

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

Additionally, we seek to maintain coverage for risks associated with cybersecurity, but such insurance has become increasingly difficult to [removed: secure] [added: secure, comes with increasingly high self-insured retentions] and, in some cases, policies may not provide adequate coverage for possible losses.

Volatility of the capital and credit markets, general economic [removed: conditions,] [added: conditions including elevated interest rates, changes in customer payment terms,] and regulatory changes, including changes in reimbursement, may adversely affect the solvency or creditworthiness of our [removed: customers.][added: customers and their ability to maintain liquidity sufficient to repay their obligations to us as they become due.]

As of September 30, [removed: 2022,] [added: 2023,] our two largest trade receivable balances due from customers represented approximately 38% and 7% of accounts receivable, net.

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

Increasing governmental efforts to regulate the pharmaceutical supply [removed: channel] [added: chain] may increase our costs and reduce our profitability.

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

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

For example, [removed: in 2019,] the safety features of the Falsified Medicines Directive became operational in EU member [removed: states, which consists] [added: states in February 2019 and consist] of placing a unique identifier (a two-dimensional barcode) and an anti-tampering device on the outer packaging of medicines.

[removed: In most EU member] states, for example, the government regulates pricing of a new pharmaceutical product at launch often through direct price controls, international price comparisons, controlling profits and/or reference pricing.

[added: 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.

Subsequent legislation has made additional changes to federal drug payment [added: and pricing] policies, including the Bipartisan Budget Act of 2018, which increased the Medicaid rebate due with respect to line extensions of single source or innovator multiple source oral solid dosage form drugs.

Any reduction in the Medicaid reimbursement rates to our customers [added: or changes affecting manufacturer rebate liabilities] may indirectly impact the prices that we can charge our customers for multiple source pharmaceuticals [added: or our distribution relationships] and cause corresponding declines in our profitability.

[removed: More recently,] [added: Also,] 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, [removed: beginning] [added: which took effect] 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.

Sales or pledges of, or related activity for, our common stock by WBA could adversely affect prevailing market prices of our common stock

In addition, since May 2023, WBA has pledged 20.0 million shares of our common stock as collateral upon entering into separate variable pre-paid forward transactions.

On January 1, 2023, we acquired PharmaLex for $1.473 billion in cash.

In June 2023, we and TPG, a global alternative asset management firm, acquired OneOncology, a network of leading oncology practices.

We invested $718.4 million (representing 34.9%) in a joint venture formed to acquire OneOncology for approximately $2.1 billion, and TPG acquired the majority interest in the joint venture.

We face geopolitical and other risks associated with our international operations, which could materially adversely impact our results of operations and our financial condition.

The volume of cold chain storage and shipping has increased, and we expect this trend to continue.

We are subject to industry risks that might not be covered by insurance nor indemnification obligations of our contracted parties.

We are exposed to risks inherent to the healthcare industry including the distribution, administration, ancillary services, and related consultation services provided to our customers, providers, or manufacturers of pharmaceutical products.

We seek indemnification from vendors of products we distribute and seek to limit liability of our contractual exposure with others, but those contractual provisions may not be enforceable, or the contracted party may not be financially capable of meeting those obligations or adequately protecting us from liability.

We seek to insure these exposures through various insurance policies including product liability, professional liability, or cyber liability policies but adverse losses might be uninsured, not have sufficient insurance limits, or have high self-insured retentions that could have a materially adverse impact on our business operations and our financial position or results of operations.

In August 2023, however, the FDA established a one-year stabilization period to allow trading partners to implement, troubleshoot and mature their electronic interoperable systems.

The FDA expects trading partners to use this stabilization period, which expires on November 27, 2024, to build and validate interoperable systems and processes, manage products and data, and ensure continuity of the supply chain and product availability to patients.

In most EU member

Among other things, the removal of the ceiling on manufacturer Medicaid rebate amounts, effective January 1, 2024, may lead to WAC price reductions for certain products.

In addition, the Centers for Medicare & Medicaid Services (“CMS”) has proposed a rule to amend the Medicaid rebate program that could increase manufacturer rebate liabilities based on our pricing relationships with them.

In addition, the proposed rule would establish a ‘price verification survey’ mechanism which CMS may use to seek additional Medicaid rebates from manufacturers, which in turn could increase pricing pressures.

In addition, at least eight federal lawsuits have been filed by manufacturers seeking to invalidate the negotiated drug pricing features of the IRA.

The uncertainties associated with the litigation may likewise create disruption with respect to both implementation of the law and pricing practices.

therefore invalid.

Following the Supreme Court’s decision, CMS published a final rule for the calendar year 2023 hospital outpatient payment system, which discontinued the payment reductions prospectively, and indicated that a separate rulemaking would be undertaken to address retrospective remedies.

In July 2023, CMS published a proposed retrospective refund rule under which it has proposed to make lump-sum refund payments totaling approximately $9 billion to affected 340B hospitals in late 2023 and early 2024, and to maintain required budget neutrality for the hospital outpatient payment system as a whole, to reduce Medicare payments to all hospitals for other hospital outpatient services by 0.5% for calendar years 2025-2040.

In one such lawsuit, a federal appeals court upheld the manufacturer’s restrictions, but we cannot predict the outcome of the remainder of these proceedings.

However, several states have enacted legislative proposals that would restrict such manufacturer policies, and these new laws are likewise the subject of ongoing litigation.

In addition, various proposals have been advanced to permit the importation of drugs from other countries to provide lower cost alternatives to the products available in the United States.

Following the SIP framework, the FDA has since issued a final rule that would allow importation of certain lower-cost prescription drugs from Canada.

The Company’s Board of Directors and/or management team may also be the subject of derivative litigation, which can require significant time, attention and resources to resolve.

The Corporate Integrity Agreement has a scheduled five-year term and requires formal approval by the Office of Inspector General prior to terminating.

The Distributor Settlement Agreement also includes injunctive relief terms relating to distributors’ controlled substance anti-diversion programs.

business environments with higher risk of conduct that could give rise to potential violations and liabilities.

A party who is able to compromise the security measures of our networks, or those of our third-party service providers, could misappropriate either proprietary business information or the personal information of our customers or employees.

Any actual or perceived breach of confidential information could expose us to increased risk of lawsuits, regulatory penalties, loss of existing or potential customers, damage relating to loss of proprietary information, harm to our reputation and increases in our security costs.

For example, in March 2023, one of our foreign business units experienced a cybersecurity event that resulted in the unavailability of certain data stored on a standalone legacy information technology platform and disrupted operations of the Company’s foreign business unit in that country.

Although the prior incidents did not have a material impact on us, either individually or in the aggregate, similar incidents or events in the future may materially impact our business, reputation or financial results.

We also cannot anticipate, detect, or implement fully effective preventative measures against all cybersecurity threats, particularly because the techniques used are increasingly sophisticated and constantly evolving.

For example, as Artificial Intelligence ("AI") continues to evolve, cyber-attackers could also use AI to develop malicious code and sophisticated phishing attempts.

Our intellectual property rights may not provide meaningful commercial protection for our services, solutions, or brands.

We rely on trade secret, trademark, patent, and copyright laws, nondisclosure obligations, and other contractual provisions and technical measures to protect our proprietary rights in our services, solutions, and brands.

We may be unable to prevent third parties from using our intellectual property without our authorization, and we might initiate costly and time-consuming litigation or other proceedings to protect our trade secrets, to enforce our intellectual property rights, and/or to determine the scope and validity of the proprietary rights of others.

Our competitors might develop non-infringing services and solutions equivalent or superior to ours.

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

On June 1, 2021, we completed our acquisition of Alliance Healthcare from WBA for $5,596.7 million in net cash, $229.1 million of the our common stock, and $6.1 million of other equity consideration (see Note 2 of the Notes to Consolidated Financial Statements).

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.

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

Our results of operations and our financial condition may be adversely affected by our global operations.

We might be adversely impacted by the January 2020 withdrawal of the United Kingdom from the European Union.

We have 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 Kingdom's withdrawal from the European Union (“Brexit”).

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.

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

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

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.

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

We expect this trend to continue.

Uninsured losses or operational losses that result from large deductible payments under commercial insurance coverage might have an adverse impact on our business operations and our financial position or results of operations.

The COVID-19 pandemic has increased volatility of the capital and credit markets and has led to a general worsening of economic conditions, which has put financial pressure on many of our customers and may threaten certain customers’ ability to maintain liquidity sufficient to repay their obligations to us as they become due.

All of these measures exert pressure on the

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).

We cannot predict the outcome of these proceedings.

Following this framework, the FDA proposed a draft rule in December 2019 that would allow importation of certain lower-cost prescription drugs from Canada, and in September 2020 the rulemaking was finalized by the FDA along with an industry guidance document.

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

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

The Corporate Integrity Agreement has a five-year term.

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.

assessment is highly subjective and requires judgments about future events, and the amount of ultimate loss may differ materially from the amount accrued to date.

The Settlement Agreement also includes injunctive relief terms relating to distributors’ controlled substance anti-diversion programs, including with respect to: (i) governance; (ii) independence and training of the personnel operating controlled substances monitoring programs; (iii) due diligence for new and existing customers; (iv) ordering limits for certain products; and (v) suspicious order monitoring.

This law, among other

instances is uncertain, and our legal and regulatory obligations are subject to frequent changes.

adverse actions, including litigation.

We face risks related to health epidemics and pandemics, and the ongoing COVID-19 pandemic has had adverse effects on our business.

Accordingly, we expect the impacts of the ongoing COVID-19 pandemic to adversely affect the supply of products and/or potentially disrupt our ability to deliver products to customers.

Our management of the impact of COVID-19 has and will continue to require significant investment of time from our management and employees, as well as resources across our global enterprise.

This may cause us to divert or delay the application of our resources toward new initiatives or investments, which may adversely impact our future results of operations.

In addition, issues relating to the COVID-19 pandemic may result in legal claims or litigation against us.

We also face risks related to a downturn in our customers’ respective businesses, including the operations of retail pharmacy and health systems customers due to COVID-19.

An economic slowdown or recession related to COVID-19 may affect our customers’ ability to obtain credit to finance their business on acceptable terms, which could, in turn, result in reduced spending.

The extent to which the COVID-19 pandemic continues to impact our results of operations and financial condition will depend on future developments that are highly uncertain and cannot be predicted, including the resurgence of COVID-19 and its variants in regions recovering from the impacts of the pandemic, the effectiveness of COVID-19 vaccines and the speed at which populations are vaccinated around the globe, the impact of COVID-19 on economic activity and regulatory actions taken to contain the impact of COVID-19 on public health and the global economy.

We have implemented measures designed to keep our employees safe and have protocols in place to address business continuity issues at our distribution centers and other locations, but a widespread or sustained outbreak of COVID-19 at one or more locations could disrupt our ability to service our customers or attract and retain the necessary workforce.

We are organized geographically based upon the products and services we provide to our [removed: customers.][added: customers, and we report our results under two reportable segments: U.S. Healthcare Solutions and International Healthcare Solutions.]

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

[removed: PharmaLex's services include] [added: It is also a leading provider of specialized services, including] regulatory affairs, development consulting and scientific affairs, pharmacovigilance, and quality management and [removed: compliance.][added: compliance, for the life sciences industry.]

- Revenue increased by [removed: $24.6] [added: $23.6] billion, or [removed: 11.5%,] [added: 9.9%,] from the prior fiscal [removed: year,] [added: year] primarily due to [removed: our June 2021 acquisition of Alliance Healthcare and] revenue growth in our U.S. Healthcare Solutions segment.

Revenue [removed: in International Healthcare Solutions] increased by [removed: $15.0 billion, or 129.8%,] [added: 9.9%] from the prior fiscal year primarily due to [added: growth in] the [removed: June 2021 acquisition of Alliance Healthcare.][added: U.S. Healthcare Solutions segment.]

The U.S. Healthcare Solutions segment grew its revenue [removed: $9.6] [added: by $22.7] billion, or [removed: 4.8%,] [added: 10.7%,] from the prior fiscal year [removed: primarily] due to overall market growth [removed: principally] [added: primarily] driven by unit volume [removed: growth] [added: growth, including increased sales of products labeled for diabetes and/or weight loss in the GLP-1 class] and increased sales [removed: to] [added: of] specialty [added: products to] physician [removed: practices,] [added: practices and health systems,] offset in part by a [removed: decline] [added: decrease] in sales of COVID-19 treatments (primarily commercial [removed: treatments);][added: treatments).]

- [removed: Total gross] [added: Gross] profit increased by [removed: $1,353.1] [added: $663.1] million, or [removed: 19.5%,] [added: 8.0%,] from the prior fiscal year.

[removed: Gross profit in International] [added: U.S.] Healthcare [removed: Solutions] [added: Solutions' gross profit] increased [added: by $366.4 million, or 6.7%,] from the prior fiscal year primarily due to [removed: the June 2021 acquisition of Alliance Healthcare.][added: increased sales.]

U.S. Healthcare [removed: Solutions'] [added: Solutions] gross profit increased [added: by $366.4 million, or 6.7%,] from the prior fiscal year [removed: primarily] due to [removed: overall revenue growth and fees earned relating to the distribution of government-owned COVID-19 treatments.][added: increased sales.]

[removed: These increases were offset] [added: Gross profit] in [removed: part] [added: the current fiscal year was favorably impacted] by [removed: last-in, first-out ("LIFO") expense] [added: increases] in [removed: comparison to a LIFO credit] [added: gross profit] in [removed: the prior year, decreases] [added: both reportable segments and an increase] in gains from antitrust litigation settlements, [removed: and the Turkey highly inflationary economy's unfavorable impact on] [added: offset in part by an increase in last-in, first-out ("LIFO") expense in] the current fiscal [removed: year;][added: year.]

- Total operating expenses increased by [removed: $1,341.0] [added: $688.8] million, or [removed: 29.2%,] [added: 11.6%,] from the prior fiscal year primarily as a result of increases in distribution, selling, and administrative [removed: expenses] [added: expenses, amortization expense,] and [removed: depreciation] [added: restructuring] and [removed: amortization expense primarily due] [added: other expenses, offset in part by a litigation and opioid-related credit in the current fiscal year in comparison] to [added: an expense in] the [removed: June 2021 acquisition of Alliance Healthcare, as well as] [added: prior fiscal year and] a $75.9 million goodwill impairment [removed: of our Profarma reporting unit, offset in part by lower expense accruals related to opioid litigation settlements] [added: recorded] in the [removed: current] [added: prior] fiscal year;

- Total segment operating income increased by [removed: $515.2] [added: $125.7] million, or [removed: 19.5%,] [added: 4.0%,] from the prior fiscal year [removed: primarily] due to [removed: the June 2021 acquisition of Alliance Healthcare and 8.8%] operating income growth in the U.S. Healthcare Solutions [removed: segment;] [added: segment, offset in part by a decrease in operating income in the International Healthcare Solutions segment resulting from unfavorable foreign currency exchange rates in comparison to the prior fiscal year;] and

- Our effective tax rates were [removed: 23.7%] [added: 19.8%] and [removed: 30.5%] [added: 23.7%] for the fiscal years ended September 30, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

[removed: The] [added: Our] 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.

| | | | | | | Fiscal [removed: Year Ended] [added: year ended] September 30, | | | | | | | | | [removed: | | | | | |]

| (dollars in thousands) | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | Change | | |

| Animal Health | | | | | | [removed: 4,815,758] [added: 5,042,549] | | | | | | [removed: 4,684,417] [added: 4,815,758] | | | | | | [removed: 2.8%] [added: 4.7%] | | |

| Total U.S. Healthcare Solutions | | | | | | [removed: 212,100,202] [added: 234,759,218] | | | | | | [removed: 202,461,545] [added: 212,100,202] | | | | | | [removed: 4.8%] [added: 10.7%] | | |

| Alliance Healthcare | | | | | | [removed: 21,890,402] [added: 22,349,278] | | | | | | [removed: 7,373,365] [added: 21,890,402] | | | | | | [removed: 196.9%] [added: 2.1%] | | |

| Other Healthcare Solutions | | | | | | [removed: 4,601,271] [added: 5,069,401] | | | | | | [removed: 4,156,264] [added: 4,601,271] | | | | | | [removed: 10.7%] [added: 10.2%] | | |

| Total International Solutions | | | | | | [removed: 26,491,673] [added: 27,418,679] | | | | | | [removed: 11,529,629] [added: 26,491,673] | | | | | | [removed: 129.8%] [added: 3.5%] | | |

| Intersegment eliminations | | | | | | [removed: (4,869)] [added: (4,486)] | | | | | | [removed: (2,331)] [added: (4,869)] | | | | | | | | |

Our future revenue growth will continue to be affected by various factors, such as industry growth trends, including drug [removed: utilization,] [added: utilization (e.g. products labeled for diabetes and/or weight loss in] the [added: GLP-1 class), 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, [added: currency exchange rates,] 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, [removed: foreign currency conversion rates,] and the impact of [removed: the COVID-19 pandemic.][added: COVID-19.]

The U.S. Healthcare Solutions segment grew its revenue by [removed: $9.6] [added: $22.7] billion, or [removed: 4.8%,] [added: 10.7%,] from the prior fiscal [removed: year, primarily] [added: year] due to overall market growth [removed: principally] [added: primarily] driven by unit volume [removed: growth] [added: growth, including increased sales of products labeled for diabetes and/or weight loss in the glucagon-like peptide-1, or "GLP-1," class] and increased sales [removed: to] [added: of] specialty [added: products to] physician [removed: practices,] [added: practices and health systems,] offset in part by a [removed: decline] [added: decrease] in sales of COVID-19 treatments (primarily commercial treatments).

During the fiscal year ended September 30, [removed: 2022,] [added: 2023,] no significant contracts expired.

| U.S. Healthcare Solutions | | | | | | $ | [removed: 5,454,735] [added: 5,821,116] | | | | | $ | [removed: 5,028,950] [added: 5,454,735] | | | | | [removed: 8.5%] [added: 6.7%] | | |

| International Healthcare Solutions | | | | | | [removed: 2,947,190] [added: 3,190,847] | | | | | | [removed: 1,542,456] [added: 2,947,190] | | | | | | [removed: 91.1%] [added: 8.3%] | | |

| Intersegment eliminations | | | | | | [removed: (189)] [added: —] | | | | | | [removed: —] [added: (189)] | | | | | | | | |

| Gains from antitrust litigation settlements | | | | | | [removed: 1,835] [added: 239,092] | | | | | | [removed: 168,794] [added: 1,835] | | | | | | | | |

| Turkey highly inflationary impact | | | | | | [removed: (40,033)] [added: (86,967)] | | | | | | [removed: —] [added: (40,033)] | | | | | | | | |

| Gross profit | | | | | | $ | [removed: 8,296,367] [added: 8,959,493] | | | | | $ | [removed: 6,943,228] [added: 8,296,367] | | | | | [removed: 19.5%] [added: 8.0%] | | |

Gross profit increased by [removed: $1,353.1] [added: $663.1] million, or [removed: 19.5%,] [added: 8.0%,] from the prior fiscal year.

As a percentage of revenue, U.S. Healthcare [removed: Solutions] [added: Solutions'] gross profit margin of [removed: 2.57%] [added: 2.48%] in the current fiscal year [removed: increased] [added: decreased] 9 basis points compared to the prior fiscal year primarily due to [removed: fees earned from the distribution] [added: higher sales] of [removed: government-owned] [added: GLP-1 products, which have lower gross profit margins, and lower sales of] COVID-19 [removed: treatments.][added: treatments, which have higher gross profit margins.]

We recognized gains from antitrust litigation settlements with pharmaceutical manufacturers of [removed: $1.8] [added: $239.1] million and [removed: $168.8] [added: $1.8] million in the fiscal years ended September 30, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

Changes to any of the above factors may have a material impact [removed: to] [added: on] our annual LIFO provision.

The [added: increase in] LIFO expense in the current fiscal year was primarily [removed: due to] [added: driven by] lower generic pharmaceutical deflation and [added: higher brand] inventory product [removed: mix.][added: mix, offset in part by lower brand pharmaceutical inflation.]

We recognized an expense [added: in Cost] of [added: Goods Sold of $87.0 million and] $40.0 million in the fiscal [removed: year] [added: years] ended September 30, [removed: 2022 in Cost of Goods Sold] [added: 2023 and 2022, respectively,] related to the impact of Turkey highly inflationary [removed: accounting (see Note 1 of the Notes to Consolidated Financial Statements).][added: accounting.]

| Distribution, selling, and administrative | | | | | | $ | [removed: 4,848,962] [added: 5,309,984] | | | | | $ | [removed: 3,594,251] [added: 4,848,962] | | | | | [removed: 34.9%] [added: 9.5%] | | |

| Depreciation and amortization | | | | | | [removed: 693,895] [added: 963,904] | | | | | | [removed: 505,172] [added: 693,895] | | | | | | [removed: 37.4%] [added: 38.9%] | | |

| Litigation and opioid-related [added: (credit)] expenses | | | | | | [removed: 123,191] [added: (24,693)] | | | | | | [removed: 272,623] [added: 123,191] | | | | | | | | |

On August 30, 2023, we changed our name to Cencora, Inc. Our new name better reflects our bold vision and purpose-driven approach to creating healthier futures.

The new name represents a unified presence that will continue to fuel our ongoing growth strategy and advance our impact across healthcare.

Revenue in International Healthcare Solutions increased by $0.9 billion, or 3.5%, from the prior fiscal year due to increased sales at Alliance Healthcare, our European distribution business, increased revenue from our less-than-wholly-owned Brazil full-line distribution business, incremental revenue from our January 2023 acquisition of PharmaLex, increased sales at our Canadian business, and was offset in part due to the June 2022 divestiture of our Brazil specialty business.

Our European distribution business' revenue in the current fiscal year was negatively impacted by unfavorable foreign currency exchange rates in comparison to the prior fiscal year;

Our European distribution business' gross profit in the current fiscal year was negatively impacted by unfavorable foreign currency exchange rates in comparison to the prior fiscal year;

Our effective tax rate in the fiscal year ended September 30, 2023 was lower than the U.S. statutory rate primarily due to the benefit of non-U.S. income taxed at rates lower than the U.S. statutory rate, benefits from tax authority audit resolutions, and tax benefits associated with the vesting of restricted stock units and stock option exercises, offset in part by U.S. state income taxes.

| Human Health | | | | | | $ | 229,716,669 | | | | | $ | 207,284,444 | | | | | 10.8% | | |

| Revenue | | | | | | $ | 262,173,411 | | | | | $ | 238,587,006 | | | | | 9.9% | | |

The total increase in U.S. Healthcare Solutions revenues included increases in sales of products labeled for diabetes and/or weight loss of $7.7 billion from the prior fiscal year.

COVID-19 treatment revenue declined by $1.0 billion in the fiscal year ended September 30, 2023 in comparison to the prior fiscal year.

Sales, including GLP-1 products and COVID-19 treatments, to our two largest customers increased by $7.7 billion from the prior fiscal year.

These increases were offset in part due to the June 2022 divestiture of our Brazil specialty business.

Our European distribution business' revenue in the current fiscal year was negatively impacted by unfavorable foreign currency exchange rates in comparison to the prior fiscal year.

| LIFO expense | | | | | | (204,595) | | | | | | (67,171) | | | | | | | | |

Gross profit in International Healthcare Solutions increased $243.7 million, or 8.3%, from the prior fiscal year due to the January 2023 acquisition of PharmaLex and increases in our global specialty logistics business, our European distribution business, and our less-than-wholly-owned Brazil full-line distribution business, offset in part by the June 2022 divestiture of our Brazil specialty business.

Our European distribution business' gross profit in the current fiscal year was negatively impacted by unfavorable foreign currency exchange rates in comparison to the prior fiscal year.

The expense recognized in each period was driven by the continued weakening of the Turkish Lira.

| (dollars in thousands) | | | | | | 2023 | | | | | | 2022 | | | | | | Change | | |

| Acquisition-related deal and integration expenses | | | | | | 139,683 | | | | | | 119,561 | | | | | | | | |

| Restructuring and other expenses | | | | | | 229,884 | | | | | | 63,498 | | | | | | | | |

part by recent initiatives undertaken to improve operating efficiency across many of our businesses and administrative functions.

Amortization expense increased 80.1% from the prior fiscal year primarily due to accelerated amortization expense recorded in connection with the shortened useful lives of certain trade names resulting from our company name change and the gradual transition away from other tradenames used, which were acquired through prior acquisitions.

Litigation and opioid-related credit in the fiscal year ended September 30, 2023 included the receipt of $83.4 million from the H.D. Smith opioid litigation indemnity escrow.

Acquisition-related deal and integration expenses in the fiscal year ended September 30, 2023 primarily related to the continued integration of Alliance Healthcare and the acquisition of PharmaLex.

Acquisition-related deal and integration expenses in the fiscal year ended September 30, 2022 primarily related to the integration of Alliance Healthcare.

Restructuring and other expenses are comprised of the following:

| (in thousands) | | | | | | 2023 | | | | | | 2022 | | |

| Restructuring and employee severance costs | | | | | | $ | 105,220 | | | | | $ | 35,316 | |

| Business transformation efforts | | | | | | 82,117 | | | | | | 27,990 | | |

| Other expenses | | | | | | 42,547 | | | | | | 192 | | |

| Total restructuring and other expenses | | | | | | $ | 229,884 | | | | | $ | 63,498 | |

Restructuring and employee severance costs in the fiscal year ended September 30, 2023 primarily included expenses incurred in connection with workforce reductions in both of our reportable segments.

Business transformation efforts in the fiscal year ended September 30, 2023 included rebranding costs associated with our name change to Cencora and non-recurring expenses related to significant strategic initiatives to improve operational efficiency, including certain technology initiatives.

The majority of these costs related to services provided by third-party consultants.

Business transformation efforts in the fiscal year ended September 30, 2022 primarily related to costs associated with reorganizing to further align the organization to its customers' needs, including certain technology initiatives.

The majority of these costs related to services provided by third-party consultants.

In March 2023, one of our foreign business units experienced a cybersecurity event that impacted a standalone legacy information technology platform in one country and the foreign business unit's ability to operate in that country for approximately two weeks.

In connection with this isolated event, we incurred costs to restore the foreign business unit's operations in that country, which was recorded in Other expenses in the above table.

The majority of Other expenses in the fiscal year ended September 30, 2023 related to this cybersecurity event.

| (dollars in thousands) | | | | | | 2023 | | | | | | 2022 | | | | | | Change | | |

At the beginning of fiscal 2022, we re-aligned our reporting structure under 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 Distribuidora de Produtos Farmacêuticos S.A.("Profarma")), MWI Animal Health ("MWI"), 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.

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

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.

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.

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.

Our effective tax rate in the fiscal year ended September 30, 2021 was higher than the current year tax rate primarily due to UK and Swiss tax reforms (see Note 4 of the Notes to Consolidated Financial Statements).

Revenue

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

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

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

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

Revenue increased by 11.5% from the prior fiscal year primarily due to our June 2021 acquisition of Alliance Healthcare and the revenue growth of our U.S. Healthcare Solutions segment.

More specifically, the increase in the U.S. Healthcare Solutions segment revenue was largely attributable to the following (in billions):

| | | | | | | | | |

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

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

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

| Increased sales to other customers | | | | | | $8.7 | | |

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.

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

Gross Profit

| LIFO (expense) credit | | | | | | (67,171) | | | | | | 203,028 | | | | | | | | |

Gross profit in the current fiscal year was favorably impacted by increases in gross profit in International Healthcare Solutions and U.S. Healthcare Solutions.

These increases were offset in part by 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.

U.S. Healthcare Solutions gross profit increased by $425.8 million, or 8.5%, from the prior fiscal year due to overall revenue growth and fees earned from the distribution of government-owned COVID-19 treatments.

Gross profit in International Healthcare Solutions increased $1,404.7 million, or 91.1%, from the prior fiscal year primarily due to the June 2021 acquisition of Alliance Healthcare.

The gains were recorded as reductions to Cost of Goods Sold (see Note 14 of the Notes to Consolidated Financial Statements).

Operating Expenses

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

The increase from the prior fiscal year was primarily due to the June 2021 acquisition of Alliance Healthcare.

Depreciation expense increased 18.3% from the prior fiscal year primarily due to depreciation of property and equipment originating from the June 2021 acquisition of Alliance Healthcare.

Amortization expense increased 72.3% from the prior fiscal year primarily due to amortization of intangible assets originating from the June 2021 acquisition of Alliance Healthcare.

Acquisition, integration, and restructuring expenses in the fiscal year ended September 30, 2021 included $117.0 million of acquisition-related deal and integration costs primarily related to the June 2021 acquisition of Alliance Healthcare, $46.1 million of severance and other restructuring initiatives primarily related to the disposal of assets in connection with our office optimization plan, and $36.3 million related to our business transformation efforts.

[added: On August 30, 2023, AmerisourceBergen Corporation changed its corporate name to Cencora, Inc.] As used herein, the terms "Company," [removed: "AmerisourceBergen,"] [added: "Cencora,"] "we," "us," or "our" refer to [removed: AmerisourceBergen Corporation,] [added: Cencora, Inc.,] a Delaware corporation.

[removed: AmerisourceBergen] [added: Cencora] is one of the largest global pharmaceutical sourcing and distribution services companies, helping both healthcare providers and pharmaceutical and biotech manufacturers improve patient access to products and enhance patient care.

Additionally, we furnish healthcare providers and pharmaceutical manufacturers with an assortment of related services, including data analytics, outcomes research, reimbursement and pharmaceutical consulting [removed: services,] [added: services (including regulatory affairs, development consulting and scientific affairs, pharmacovigilance, and quality management and compliance)] niche premium logistics services, inventory management, pharmacy automation, pharmacy management, and packaging solutions.

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: 4.5%] [added: 7.9%] from [removed: 2021] [added: 2022] through [removed: 2026,] [added: 2027,] 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: 66] [added: 68] million by [removed: 2026] [added: 2027] and is the most rapidly growing segment of the population.

Pharmaceuticals currently account for approximately [removed: 10%] [added: 15%] of overall healthcare costs.

We offer a broad range of services to our customers designed to enhance the efficiency and effectiveness of their operations, which allow them to improve the delivery of healthcare to patients and to lower overall costs in the pharmaceutical supply [removed: channel.][added: chain.]

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

Our strategy is one of driving executional excellence in our core [removed: distributions] [added: distribution] 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.

Our U.S. human health distribution businesses, including specialty pharmaceuticals, anchors our growth and position in the pharmaceutical supply [removed: channel] [added: chain] 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 [removed: channel] [added: chain] to better deliver healthcare to patients.

We are well positioned to service and support biotechnology therapies, including biosimilars, [removed: expected to be coming to market in the near future.][added: and advanced technologies such as cell and gene therapies.]

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

We believe we have one of the lowest operating cost structures among [removed: all] pharmaceutical distributors.

We continue to seek opportunities to achieve increased productivity and [added: drive] operating income gains as we invest in and continue to implement warehouse automation technology, adopt "best practices" in warehousing activities, and increase operating leverage by increasing volume per full-service distribution facility.

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, [removed: and educational seminars, which we believe closely integrate the animal health business with its customers' day-to-day operations and provide them with meaningful incentives to remain customers.]

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

[removed: *•Acquisitions.*] [added: *•Acquisitions and Investments.*] In order to grow our core strategic offerings and to enter related markets, we have acquired and invested in businesses and will continue to consider additional acquisitions and investments.

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

PharmaLex [removed: will be] [added: is] a component of our International Healthcare Solutions reportable segment.

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

[removed: *U.S.] [added: U.S.] Healthcare Solutions [removed: Segment*][added: Segment]

[removed: Additionally, it delivers] packaging solutions to institutional and retail healthcare providers.

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

[removed: *International] [added: International] Healthcare [removed: Solutions*][added: Solutions Segment]

[removed: *Sales] [added: Sales] and [removed: Marketing*.][added: Marketing]

Customer service representatives are centralized [removed: in order] to respond to customer needs in a timely and effective manner.

[removed: *Customers.*] We have a diverse customer base that includes institutional and retail healthcare providers as well as pharmaceutical manufacturers.

Our two largest customers, Walgreens Boots Alliance, Inc. ("WBA") and Express Scripts, Inc. ("Express Scripts"), accounted for approximately [removed: 27%] [added: 26%] and approximately [removed: 13%,] [added: 14%,] respectively, of revenue in the fiscal year ended September 30, [removed: 2022.][added: 2023.]

Our top 10 customers, including governmental agencies and group purchasing organizations ("GPO"), represented [added: approximately 66% of revenue in the fiscal year ended September 30, 2023.]

[removed: *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: 2022.][added: 2023.]

We believe that our relationships with our suppliers are [removed: strong.][added: generally good.]

The 10 largest suppliers in fiscal year ended September 30, [removed: 2022] [added: 2023] accounted for approximately [removed: 46%] [added: 48%] of our purchases.

[removed: *Information Systems*.][added: Information Systems]

Our International Healthcare Solutions operating segment operates [removed: the majority of its businesses on their own] [added: under various] operating systems.

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

We also continue to invest in cybersecurity capabilities as a key [removed: priority.][added: priority to improve and enhance our cyber resiliency.]

Additionally, we [removed: are improving] [added: continue to improve] our entity-wide infrastructure environment to drive efficiency, capabilities, and speed to market.

[removed: For example, in an effort to] [added: To] comply with [removed: future] pedigree and other supply chain custody [removed: requirements] [added: requirements, we have made significant investments in our secure supply chain information systems] (see Risk Factor - *Increasing governmental efforts to regulate the pharmaceutical supply [removed: channel] [added: chain] may increase our costs and reduce our [removed: profitability)*, we expect to continue to make significant investments in our secure supply chain information systems.][added: profitability)*.]

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

[removed: Our consulting businesses,] World Courier, [removed: MWI, and] [added: MWI Animal Health,] Alliance [removed: Healthcare] [added: Healthcare, and our consulting businesses] also face competition from a variety of [removed: businesses.][added: entities.]

and educational seminars, which we believe closely integrate the animal health business with its customers' day-to-day operations and provide them with meaningful incentives to remain customers.

It also is a leading provider of specialized services, including regulatory affairs, development consulting and scientific affairs, pharmacovigilance, and quality management and compliance, for the life sciences industry.

We acquired and assumed control of PharmaLex Holding GmbH ("PharmaLex") effective January 1, 2023 for $1.473 billion.

PharmaLex is a leading provider of specialized services for the life sciences industry.

PharmaLex is headquartered in Germany and operates in over 30 countries.

In June 2023, we and TPG, a global alternative asset management firm, acquired OneOncology, LLC ("OneOncology"), a network of leading oncology practices.

Including all direct transaction costs, we invested $718.4 million (representing 34.9%) in a joint venture formed to acquire OneOncology for approximately $2.1 billion, and TPG acquired the majority interest in the joint venture.

We account for our interest in the joint venture as an equity method investment.

We divested certain non-core subsidiaries in the fiscal years ended September 30, 2023 and 2022.

Operating Structure

Additionally, it delivers

It is a leading global specialty transportation and logistics provider for the biopharmaceutical industry.

It also is a leading provider of specialized services, including regulatory affairs, development consulting and scientific affairs, pharmacovigilance, and quality management and compliance, for the life sciences industry.

Customers

Suppliers

We continue to make investments to enhance and

In pursuit of this strategy, throughout fiscal 2023, our DEI Center of Excellence:

- Hosted three global celebrations to unite our team members around the world and foster our inclusive culture.

◦For Pride Month, we co-hosted a global event with the LGBTAllies ERG.

Global leaders from Cencora celebrated LGBTQ+ contributions to our communities with more than 2,100 attendees from 16 countries participating.

◦For International Women’s Day, we co-hosted a global event with the Women’s Impact Network (WIN) ERG.

Global leaders from Cencora and a keynote speaker from the United Nations Foundation shared the important work we are doing to advance gender equality with more than 1,700 attendees from 37 countries joining the celebration.

◦We gathered over 2,300 team members representing 26 countries to celebrate our global inclusion journey during a live, virtual event.

Together, we learned about what drives a culture of inclusion and how we can all be more inclusive.

- Released our second annual DEI Report, which represented our DEI achievements from fiscal 2022 with a specific focus on increasing transparency around our highly inclusive, global culture, as well as the diversity among our people that enables innovation and growth.

- Launched a new required training to support all team members in having the tools and knowledge to activate inclusion in alignment with our fiscal 2023 enterprise goals.

- Connected with more than 400 people in the International Business Group (IBG) to host listening sessions about team members’ experiences, perspectives on DEI, and ideas on how we can continuously improve our highly inclusive, global culture and host DEI and business-integration workshops for senior leaders and HR professionals.

In addition to the foregoing, our DEI Global Council:

- Assessed our company’s baseline accessibility across our digital ecosystem to identify areas of opportunity and shared year-to-date contributions in strengthening our commitment to disability inclusion, which culminated in the recognition of our organization as a Best Place to Work for Disability Inclusion by Disability:IN.

- Supported the integration of DEI strategies across our HR Shared Services and Legal teams through the creation of a manager guide for disability accommodations under the American with Disabilities Act.

- Enhanced the voluntary self-ID options in our human capital management software by adding gender identity and pronouns to be more inclusive of our transgender and nonbinary team members.

- Supported the launch of a pilot program that focuses on developing talent through management accelerators for Black/African American, Hispanic/Latino, and Asian American Pacific Islander leaders.

Our eight ERGs also hosted numerous events and activities to celebrate the shared backgrounds and experiences that our team members have in common, with the goal of giving everyone at Cencora a greater sense of belonging.

In 2023, we scored 100 on the Disability Equality Index, which is a joint initiative of Disability:IN and the American Association of People with Disabilities that measures disability inclusion in the workplace.

WorkSmart, our principled workplace flexibility framework, informs how we work within our global organization.

It has helped us win in the talent marketplace by broadening the diversity of our talent pools, driving higher levels of inclusion, and fostering a strong culture of trust and collaboration.

We are committed to flexibility to best serve our customers and as a global driver of our employee experience, which differs in its application based upon unique country, culture, and regulatory requirements.

Team Member Health and Wellbeing

Our aim is to create a positive work environment where everyone can thrive and find opportunities to grow, learn, and pursue their passions while contributing to our purpose to create healthier futures.

Additionally, the Cencora Team Assistance Fund exists to help employees who are experiencing extreme financial hardship due to a catastrophic event outside of their control.

*Legislative Developments.* In 2010, the federal government enacted major health reform legislation designed to expand access to health insurance, which increased the number of people in the United States who are eligible to be reimbursed for all or a portion of prescription drug costs.

The health reform law provides for sweeping changes to Medicare and Medicaid policies (including drug reimbursement policies), expanded disclosure requirements regarding financial arrangements within the healthcare industry, enhanced enforcement authority to prevent fraud and abuse, and new taxes and fees on pharmaceutical and medical device manufacturers.

Subsequent legislation and rules promulgated by government agencies have made additional changes to federal drug payment policies.

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 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* for further details).

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

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

We continue to evaluate and plan for the potential effects of any disruption and the related impacts on our revenue, results of operations, and cash flows.

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

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

Services for manufacturers include: assistance with rapid new

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.

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.

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.

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

of our proprietary packaging solutions.

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

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

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

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

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.

In pursuit of this strategy, in 2022, we:

- 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.

- Published a dedicated DEI Summary Report on the Company’s website that highlights content from our Environmental, Social and Governance report, as a means to underscore our commitment to DEI, build trust and accountability through enhanced transparency, and monitor progress on our DEI goals.

- Conducted the first Employee Experience Survey to, among other things, measure inclusion in our global culture.

- Launched a Global Inclusion campaign, which includes a robust communication plan and action-oriented learning assets to empower our team members and inform inclusive leadership.

In addition to the foregoing, we offered a number of DEI programs and initiatives in fiscal 2022, including celebrating global inclusion in partnership with our ERGs by holding two global events: International Women’s Day in March and Pride Month in June.

The Human Rights Campaign awarded the Company a perfect score of 100% on its Corporate Equality Index for the fifth consecutive year and also listed us as one of the “Best Places to Work for LGBTQ+ Equality.”

We offer postpartum support and return-to-work assistance, including on-site lactation rooms and flexible work arrangements, such as flex hours.

For nursing moms who travel for work, we offer a service to ship breast milk back to their homes.

In fiscal 2022, when we initiated our return-to-office protocol, we adopted WorkSmart, a principled work-from-home flexibility program for those team members whose work does not require them to be at one of our physical locations.

WorkSmart is based our philosophy and approach to employee satisfaction and provides team members flexibility in how and where work is completed.

Safety and COVID-19

In connection with prioritizing safety, we continue to follow clinical and regulatory guidance as it relates to the COVID-19 pandemic.

We continuously monitor guidance on COVID-19 safety and look for ways to enhance our safety protocols.

To further support our team members during the COVID-19 pandemic, we enhanced our benefit offerings (which are discussed above) to provide greater access to mental health telemedicine, additional paid time off for those needing to self-quarantine or care for a family member, and access to mindfulness videos and other wellness resources.

Additionally, team members whose household income was impacted, such as by a spouse experiencing job loss, were offered financial support through the AmerisourceBergen Associate Assistance Fund.

FOR THE FISCAL YEAR ENDED September 30, [removed: 2022][added: 2023]

| Common stock | | | [removed: ABC] [added: COR] | | | New York Stock Exchange | | | (NYSE) | | |

See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange [removed: Act:][added: Act.]

The aggregate market value of voting stock held by non-affiliates of the registrant on March 31, [removed: 2022] [added: 2023] based upon the closing price of such stock on the New York Stock Exchange on March 31, [removed: 2022] [added: 2023] was [removed: $18,539,939,166.][added: $20,845,049,311.]

The number of shares of common stock of [removed: AmerisourceBergen Corporation] [added: Cencora, Inc.] outstanding as of October 31, [removed: 2022] [added: 2023] was [removed: 205,668,628.][added: 200,712,338.]

[removed: Part III — Registrant's] [added: Portions of the registrant's] Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of [removed: Stockholders.][added: Stockholders are incorporated by reference in Part III of this Annual Report on Form 10-K.]

| [1A. Risk [removed: Factors](#i4006144af66e4036b008c970d25d4b2e_16)] [added: Factors](#i0ccd28338f5f4300ad3816dbb40684f0_16)] | | | | | | [removed: [11](#i4006144af66e4036b008c970d25d4b2e_16)] [added: [10](#i0ccd28338f5f4300ad3816dbb40684f0_16)] | | |

| [1B. Unresolved Staff [removed: Comments](#i4006144af66e4036b008c970d25d4b2e_19)] [added: Comments](#i0ccd28338f5f4300ad3816dbb40684f0_19)] | | | | | | [removed: [24](#i4006144af66e4036b008c970d25d4b2e_19)] [added: [24](#i0ccd28338f5f4300ad3816dbb40684f0_19)] | | |

| [3. Legal [removed: Proceedings](#i4006144af66e4036b008c970d25d4b2e_25)] [added: Proceedings](#i0ccd28338f5f4300ad3816dbb40684f0_25)] | | | | | | [removed: [24](#i4006144af66e4036b008c970d25d4b2e_25)] [added: [24](#i0ccd28338f5f4300ad3816dbb40684f0_25)] | | |

| [4. Mine Safety [removed: Disclosures](#i4006144af66e4036b008c970d25d4b2e_28)] [added: Disclosures](#i0ccd28338f5f4300ad3816dbb40684f0_28)] | | | | | | [removed: [24](#i4006144af66e4036b008c970d25d4b2e_28)] [added: [24](#i0ccd28338f5f4300ad3816dbb40684f0_28)] | | |

| [Information about our Executive [removed: Officers](#i4006144af66e4036b008c970d25d4b2e_31)] [added: Officers](#i0ccd28338f5f4300ad3816dbb40684f0_31)] | | | | | | [removed: [25](#i4006144af66e4036b008c970d25d4b2e_31)] [added: [25](#i0ccd28338f5f4300ad3816dbb40684f0_31)] | | |

| [5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#i4006144af66e4036b008c970d25d4b2e_37)] [added: Securities](#i0ccd28338f5f4300ad3816dbb40684f0_37)] | | | | | | [removed: [26](#i4006144af66e4036b008c970d25d4b2e_37)] [added: [27](#i0ccd28338f5f4300ad3816dbb40684f0_37)] | | |

| [7. Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i4006144af66e4036b008c970d25d4b2e_43)] [added: Operations](#i0ccd28338f5f4300ad3816dbb40684f0_46)] | | | | | | [removed: [31](#i4006144af66e4036b008c970d25d4b2e_43)] [added: [29](#i0ccd28338f5f4300ad3816dbb40684f0_46)] | | |

| [7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#i4006144af66e4036b008c970d25d4b2e_52)] [added: Risk](#i0ccd28338f5f4300ad3816dbb40684f0_55)] | | | | | | [removed: [49](#i4006144af66e4036b008c970d25d4b2e_52)] [added: [43](#i0ccd28338f5f4300ad3816dbb40684f0_55)] | | |

| [8. Financial Statements and Supplementary [removed: Data](#i4006144af66e4036b008c970d25d4b2e_55)] [added: Data](#i0ccd28338f5f4300ad3816dbb40684f0_58)] | | | | | | [removed: [50](#i4006144af66e4036b008c970d25d4b2e_55)] [added: [44](#i0ccd28338f5f4300ad3816dbb40684f0_58)] | | |

| [9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i4006144af66e4036b008c970d25d4b2e_145)] [added: Disclosure](#i0ccd28338f5f4300ad3816dbb40684f0_145)] | | | | | | [removed: [90](#i4006144af66e4036b008c970d25d4b2e_145)] [added: [81](#i0ccd28338f5f4300ad3816dbb40684f0_145)] | | |

| [9A. Controls and [removed: Procedures](#i4006144af66e4036b008c970d25d4b2e_148)] [added: Procedures](#i0ccd28338f5f4300ad3816dbb40684f0_148)] | | | | | | [removed: [90](#i4006144af66e4036b008c970d25d4b2e_148)] [added: [81](#i0ccd28338f5f4300ad3816dbb40684f0_148)] | | |

| [9B. Other [removed: Information](#i4006144af66e4036b008c970d25d4b2e_151)] [added: Information](#i0ccd28338f5f4300ad3816dbb40684f0_151)] | | | | | | [removed: [92](#i4006144af66e4036b008c970d25d4b2e_151)] [added: [83](#i0ccd28338f5f4300ad3816dbb40684f0_151)] | | |

| [9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i4006144af66e4036b008c970d25d4b2e_2748779070939)] [added: Inspections](#i0ccd28338f5f4300ad3816dbb40684f0_154)] | | | | | | [removed: [92](#i4006144af66e4036b008c970d25d4b2e_2748779070939)] [added: [83](#i0ccd28338f5f4300ad3816dbb40684f0_154)] | | |

| [10. Directors, Executive Officers, and Corporate [removed: Governance](#i4006144af66e4036b008c970d25d4b2e_157)] [added: Governance](#i0ccd28338f5f4300ad3816dbb40684f0_160)] | | | | | | [removed: [92](#i4006144af66e4036b008c970d25d4b2e_157)] [added: [83](#i0ccd28338f5f4300ad3816dbb40684f0_160)] | | |

| [11. Executive [removed: Compensation](#i4006144af66e4036b008c970d25d4b2e_160)] [added: Compensation](#i0ccd28338f5f4300ad3816dbb40684f0_163)] | | | | | | [removed: [92](#i4006144af66e4036b008c970d25d4b2e_160)] [added: [83](#i0ccd28338f5f4300ad3816dbb40684f0_163)] | | |

| [12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i4006144af66e4036b008c970d25d4b2e_163)] [added: Matters](#i0ccd28338f5f4300ad3816dbb40684f0_166)] | | | | | | [removed: [92](#i4006144af66e4036b008c970d25d4b2e_163)] [added: [83](#i0ccd28338f5f4300ad3816dbb40684f0_166)] | | |

| [13. Certain Relationships and Related Transactions, and Director [removed: Independence](#i4006144af66e4036b008c970d25d4b2e_166)] [added: Independence](#i0ccd28338f5f4300ad3816dbb40684f0_169)] | | | | | | [removed: [92](#i4006144af66e4036b008c970d25d4b2e_166)] [added: [83](#i0ccd28338f5f4300ad3816dbb40684f0_169)] | | |

| [14. Principal Accounting Fees and [removed: Services](#i4006144af66e4036b008c970d25d4b2e_169)] [added: Services](#i0ccd28338f5f4300ad3816dbb40684f0_172)] | | | | | | [removed: [92](#i4006144af66e4036b008c970d25d4b2e_169)] [added: [83](#i0ccd28338f5f4300ad3816dbb40684f0_172)] | | |

| [15. Exhibits, Financial Statement [removed: Schedules](#i4006144af66e4036b008c970d25d4b2e_175)] [added: Schedules](#i0ccd28338f5f4300ad3816dbb40684f0_178)] | | | | | | [removed: [93](#i4006144af66e4036b008c970d25d4b2e_175)] [added: [84](#i0ccd28338f5f4300ad3816dbb40684f0_178)] | | |

| [16. Form 10-K [removed: Summary](#i4006144af66e4036b008c970d25d4b2e_178)] [added: Summary](#i0ccd28338f5f4300ad3816dbb40684f0_181)] | | | | | | [removed: [98](#i4006144af66e4036b008c970d25d4b2e_178)] [added: [89](#i0ccd28338f5f4300ad3816dbb40684f0_181)] | | |


CENCORA, INC.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b) ☐

| [PART I](#i0ccd28338f5f4300ad3816dbb40684f0_10) | | | | | | | | |

| [1. Business](#i0ccd28338f5f4300ad3816dbb40684f0_13) | | | | | | [1](#i0ccd28338f5f4300ad3816dbb40684f0_13) | | |

| [2. Properties](#i0ccd28338f5f4300ad3816dbb40684f0_22) | | | | | | [24](#i0ccd28338f5f4300ad3816dbb40684f0_22) | | |

| [PART II](#i0ccd28338f5f4300ad3816dbb40684f0_34) | | | | | | | | |

| [6. \[Reserved\]](#i0ccd28338f5f4300ad3816dbb40684f0_40) | | | | | | [29](#i0ccd28338f5f4300ad3816dbb40684f0_40) | | |

| [PART III](#i0ccd28338f5f4300ad3816dbb40684f0_157) | | | | | | | | |

| [PART IV](#i0ccd28338f5f4300ad3816dbb40684f0_175) | | | | | | | | |

| [Signatures](#i0ccd28338f5f4300ad3816dbb40684f0_184) | | | | | | [90](#i0ccd28338f5f4300ad3816dbb40684f0_184) | | |

Cautionary Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K contains “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").

These forward-looking statements include, without limitation, statements regarding our financial position, business strategy and the plans and objectives of management for our future operations; anticipated trends and prospects in the industries in which our business operates; and new products, services and related strategies.

These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance.

Such statements can be identified by the fact that they do not relate strictly to historical or current facts.

When used in this Annual Report on Form 10-K, 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 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 beliefs and are subject to uncertainty and changes in circumstances and speak only as of the date hereof.

Although we believe that the assumptions underlying the forward-looking statements are reasonable, we can give no assurance that our expectations will be attained.

Factors that could have a material adverse effect on our financial condition, liquidity, results of operations or future prospects or which could cause actual results to differ materially from our expectations include, but are not limited to:

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

- the disruption of our cash flow and ability to return value to our stockholders in accordance with our past practices;

- our ability to respond to general economic conditions, including financial market volatility and disruption, elevated levels of inflation, and declining economic conditions in the United States and abroad;

- our ability to manage our growth and related expectations effectively;

- 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 mix and payment terms;

- risks associated with our strategic, long-term relationship with WBA, including with respect to the pharmaceutical distribution agreement and/or the global generic purchasing services arrangement, and WBA sales or pledges of, or related activity for, our common stock;

- the acquisitions of or investments in businesses, including the acquisitions of the Alliance Healthcare and PharmaLex, and the investment in OneOncology, that do not perform as expected, fail to achieve expected or targeted future financial and operating performance and results, or that are difficult to integrate, or the inability to capture all of the anticipated synergies related thereto or to capture the anticipated synergies within the expected time period;

- our ability to manage and complete divestitures;

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

- risks associated with our international operations, including financial and other impacts of macroeconomic and geopolitical trends and events, including the conflicts in Ukraine and between Israel and Hamas and related regional and global ramifications;

- interest rate and foreign currency exchange rate fluctuations;

- risks and costs associated with maintaining adequate insurance coverages;

- our ability to attract, recruit and maintain qualified and experienced employees;

- 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;

- 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;

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

- 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;

AMERISOURCEBERGEN CORPORATION

Portions of the following document are incorporated by reference in the Part of this report indicated below:

| [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) | | |

| [PART III](#i4006144af66e4036b008c970d25d4b2e_154) | | | | | | | | |

| [PART IV](#i4006144af66e4036b008c970d25d4b2e_172) | | | | | | | | |

| [Signatures](#i4006144af66e4036b008c970d25d4b2e_181) | | | | | | [99](#i4006144af66e4036b008c970d25d4b2e_181) | | |

As of September 30, [removed: 2022,] [added: 2023,] 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.

As of September 30, [removed: 2022,] [added: 2023,] our animal health business operations were conducted in the United States and in the United Kingdom.

As of September 30, [removed: 2022,] [added: 2023,] the International Healthcare Solutions distribution operations were conducted in [added: Canada,] the Czech Republic, [removed: Egypt,] France, Lithuania, Netherlands, Norway, Romania, Spain, Turkey, and the United Kingdom.

The following is a list of our executive officers and their ages and positions as of November 15, [removed: 2022.][added: 2023.]

| Steven H. Collis | | | | | | [removed: 61] [added: 62] | | | | | | Chairman, President, and Chief Executive Officer | | |

| Silvana Battaglia | | | | | | [removed: 55] [added: 56] | | | | | | Executive Vice President and Chief Human Resources Officer | | |

| Elizabeth S. Campbell | | | | | | [removed: 48] [added: 49] | | | | | | Executive Vice President and Chief Legal Officer | | |

| Gina K. Clark | | | | | | [removed: 65] [added: 66] | | | | | | Executive Vice President and Chief Communications & Administration Officer | | |

| James F. Cleary | | | | | | [removed: 59] [added: 60] | | | | | | Executive Vice President and Chief Financial Officer | | |

| Leslie E. Donato | | | | | | [removed: 53] [added: 54] | | | | | | Executive Vice President and Chief Strategy Officer | | |

| Robert P. Mauch | | | | | | [removed: 55] [added: 56] | | | | | | Executive Vice President and Chief Operating Officer | | |

Ms. Campbell [removed: was named] [added: has been] Executive Vice President and Chief Legal Officer [removed: in] [added: since] September 2021.

Ms. Campbell has been employed by the Company for [removed: 12] [added: 13] years.

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

He was Senior Vice President, Alternate [added: Care Sales and]

[removed: Care Sales and] Marketing, AmerisourceBergen Drug Corporation from May 2010 to April 2011.

Mr. Cleary has been employed by the Company or one of its predecessors for over 25 years.

[removed: The] [added: Effective August 30, 2023, the] Company's common stock is traded on the New York Stock Exchange under the trading symbol [added: "COR." Prior to August 30, 2023, the Company's common stock was traded on the New York Stock Exchange under the trading symbol] "ABC." As of October 31, [removed: 2022,] [added: 2023,] there were [removed: 2,246] [added: 2,170] record holders of the Company's common stock.

Computershare can be reached at (mail) [removed: AmerisourceBergen Corporation] [added: Cencora, Inc.] c/o Computershare, P.O. Box 50500, Louisville, KY 40233-500; (telephone): Domestic 1-800-522-6645, International 1-201-680-6578, and (internet) *www.computershare.com/investor.*

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: 2022.][added: 2023.]

(a)In May [removed: 2020,] [added: 2022,] the Company's [removed: board] [added: Board] of [removed: directors] [added: Directors] authorized a share repurchase program allowing the Company to purchase up to [removed: $500 million] [added: $1.0 billion] of its outstanding shares of common stock, subject to market conditions.

During the fiscal year ended September 30, [removed: 2022,] [added: 2023,] the Company purchased [removed: 3.3] [added: 6.0] million shares of its common stock for a total of [removed: $473.4] [added: $961.3 million, including 5.5] million [added: shares from WBA for $882.5 million,] to complete its authorization under this program.

(b)In [removed: May 2022,] [added: March 2023,] the Company's [removed: board] [added: Board] of [removed: directors] [added: Directors] authorized a new share repurchase program allowing the Company to purchase up to $1.0 billion of its outstanding shares of common stock, subject to market conditions.

During the fiscal year ended September 30, [removed: 2022,] [added: 2023,] the Company purchased [removed: 0.3] [added: 1.0] million shares of its common stock for a total of [removed: $38.7] [added: $191.0] million, [removed: which included $28.4] [added: including 0.9] million [removed: of September 2022 purchases that cash settle in October 2022.][added: shares from WBA for $167.5 million.]

As of September 30, [removed: 2022,] [added: 2023,] the Company had [removed: $961.3] [added: $809.0] million of availability [removed: remaining] under this program.

[removed: In] [added: From October 1, 2023 through] November [removed: 2022, under this program,] [added: 20, 2023,] the Company purchased [removed: 3.2] [added: 1.7] million shares of its common stock [added: for a total of $325.3 million, including 1.3 million shares] from WBA for [removed: $500.0] [added: $250.0] million.

(c)Employees surrendered [removed: 305,266] [added: 472,878] shares during the fiscal year ended September 30, [removed: 2022] [added: 2023] 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 [removed: Index,] [added: Index and] the S&P Health Care [removed: Index, and an index of peer companies selected by the Company] [added: Index] from the market close on September 30, [removed: 2017] [added: 2018] to September 30, [removed: 2022.][added: 2023.]

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: 2017.][added: 2018.]

| | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | |

* $100 invested on September 30, [removed: 2017] [added: 2018] in stock or index, including reinvestment of dividends.

| November 2023 | | | | | | $0.510 | | | | | | $0.485 | | | | | | 5% | | |

| July 1 to July 31 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,082,525,179 | |

| August 1 to August 31 | | | | | | 1,321,752 | | | | | | $ | 189.27 | | | | | 1,320,858 | | | | | | $ | 832,525,065 | |

| September 1 to September 30 | | | | | | 135,083 | | | | | | $ | 174.41 | | | | | 134,819 | | | | | | $ | 809,013,277 | |

| Total | | | | | | 1,456,835 | | | | | | | | | | | | 1,455,677 | | | | | | | | |

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*


| Cencora, Inc. | | | | | | $ | 100.00 | | | | | $ | 90.97 | | | | | $ | 109.03 | | | | | $ | 136.50 | | | | | $ | 156.67 | | | | | $ | 210.79 | |

| S&P 500 | | | | | | $ | 100.00 | | | | | $ | 104.25 | | | | | $ | 120.05 | | | | | $ | 156.07 | | | | | $ | 131.92 | | | | | $ | 160.44 | |

| S&P Health Care | | | | | | $ | 100.00 | | | | | $ | 96.43 | | | | | $ | 115.82 | | | | | $ | 141.96 | | | | | $ | 137.17 | | | | | $ | 148.40 | |

| January 2020 | | | | | | $0.420 | | | | | | $0.400 | | | | | | 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.

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, Inc.

| 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 | |

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](#i4006144af66e4036b008c970d25d4b2e_58)] [added: Firm](#i0ccd28338f5f4300ad3816dbb40684f0_61)] (PCAOB ID: 0042) | | | | | | [removed: [51](#i4006144af66e4036b008c970d25d4b2e_58)] [added: [45](#i0ccd28338f5f4300ad3816dbb40684f0_61)] | | |

| [Consolidated Financial [removed: Statements:](#i4006144af66e4036b008c970d25d4b2e_61)] [added: Statements:](#i0ccd28338f5f4300ad3816dbb40684f0_64)] | | | | | | | | |

| [Consolidated Balance Sheets as of September 30, [removed: 2022] [added: 2023] and [removed: 2021](#i4006144af66e4036b008c970d25d4b2e_64)] [added: 2022](#i0ccd28338f5f4300ad3816dbb40684f0_67)] | | | | | | [removed: [54](#i4006144af66e4036b008c970d25d4b2e_64)] [added: [48](#i0ccd28338f5f4300ad3816dbb40684f0_67)] | | |

| [Consolidated Statements of Operations for the fiscal years ended September 30, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020](#i4006144af66e4036b008c970d25d4b2e_67)] [added: 2021](#i0ccd28338f5f4300ad3816dbb40684f0_70)] | | | | | | [removed: [55](#i4006144af66e4036b008c970d25d4b2e_67)] [added: [49](#i0ccd28338f5f4300ad3816dbb40684f0_70)] | | |

| [Consolidated Statements of Comprehensive Income for the fiscal years ended September 30, [removed: 202](#i4006144af66e4036b008c970d25d4b2e_70)[2](#i4006144af66e4036b008c970d25d4b2e_70)[, 202](#i4006144af66e4036b008c970d25d4b2e_70)[1](#i4006144af66e4036b008c970d25d4b2e_70)[,] [added: 2023, 2022,] and [removed: 20](#i4006144af66e4036b008c970d25d4b2e_70)[20](#i4006144af66e4036b008c970d25d4b2e_70)] [added: 2021](#i0ccd28338f5f4300ad3816dbb40684f0_73)] | | | | | | [removed: [56](#i4006144af66e4036b008c970d25d4b2e_70)] [added: [50](#i0ccd28338f5f4300ad3816dbb40684f0_73)] | | |

| [Consolidated Statements of Changes in Stockholders' Equity for the fiscal years ended September 30, [removed: 202](#i4006144af66e4036b008c970d25d4b2e_73)[2](#i4006144af66e4036b008c970d25d4b2e_73)[, 202](#i4006144af66e4036b008c970d25d4b2e_73)[1](#i4006144af66e4036b008c970d25d4b2e_73)[,] [added: 2023, 2022,] and [removed: 20](#i4006144af66e4036b008c970d25d4b2e_73)[20](#i4006144af66e4036b008c970d25d4b2e_73)] [added: 2021](#i0ccd28338f5f4300ad3816dbb40684f0_76)] | | | | | | [removed: [57](#i4006144af66e4036b008c970d25d4b2e_73)] [added: [51](#i0ccd28338f5f4300ad3816dbb40684f0_76)] | | |

| [Consolidated Statements of Cash Flows for the fiscal years ended September 30, [removed: 202](#i4006144af66e4036b008c970d25d4b2e_79)[2](#i4006144af66e4036b008c970d25d4b2e_79)[, 202](#i4006144af66e4036b008c970d25d4b2e_79)[1](#i4006144af66e4036b008c970d25d4b2e_79)[,] [added: 2023, 2022,] and [removed: 20](#i4006144af66e4036b008c970d25d4b2e_79)[20](#i4006144af66e4036b008c970d25d4b2e_79)] [added: 2021](#i0ccd28338f5f4300ad3816dbb40684f0_82)] | | | | | | [removed: [58](#i4006144af66e4036b008c970d25d4b2e_79)] [added: [52](#i0ccd28338f5f4300ad3816dbb40684f0_82)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i4006144af66e4036b008c970d25d4b2e_82)] [added: Statements](#i0ccd28338f5f4300ad3816dbb40684f0_85)] | | | | | | [removed: [59](#i4006144af66e4036b008c970d25d4b2e_82)] [added: [53](#i0ccd28338f5f4300ad3816dbb40684f0_85)] | | |

To the Stockholders and the Board of Directors of [removed: AmerisourceBergen Corporation][added: Cencora, Inc.]

We have audited the accompanying consolidated balance sheets of [removed: AmerisourceBergen Corporation] [added: Cencora, Inc.] and subsidiaries (the Company) as of September 30, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of operations, comprehensive income, stockholders’ [removed: equity,] [added: equity] and cash flows for each of the three years in the period ended September 30, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended September 30, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 22, 2022] [added: 21, 2023] expressed an unqualified opinion thereon.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of [added: the] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or [removed: disclosures] [added: disclosure] to which [removed: they relate.][added: it relates.]

| | | | Legal Matters and Contingencies - Opioid [removed: Lawsuits] [added: Lawsuits and Investigations] | | |

| *Description of the Matter* | | | As discussed in Note 13 of the consolidated financial statements, the Company is involved in a significant number of lawsuits [removed: with counties, municipalities,] and [removed: other governmental entities in a majority of U.S. states and Puerto Rico, as well as numerous states and tribes] [added: government investigations] relating to the distribution of prescription opioid pain medications [added: and other controlled substances] (“opioid [removed: litigation”).] [added: litigation and investigations”).] 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. [removed: The Company has recognized a $6.0 billion liability related to the opioid litigation as of September 30, 2022 and has disclosed that it is unable to estimate the range of possible loss in excess of the amount accrued.] In connection with [removed: this liability,] [added: these liabilities,] the Company [removed: recognized] [added: recognizes] a related income tax benefit, which reflects an unrecognized tax benefit resulting from uncertainty in the amount that is more likely than not to be deductible for U.S. federal and state income tax purposes. The Company used significant judgment in measuring the amount of income tax benefit that may ultimately be deductible for U.S. federal and state purposes. | | |

| | | | Auditing management’s determination of [added: whether] the [removed: measurement] [added: risk] of [removed: the] [added: loss related to] opioid litigation [removed: liability] and [added: investigations is probable and reasonably estimable, and the related] disclosures is highly subjective and requires significant judgment. [removed: For instance, auditing] [added: Auditing] management’s judgments related to [removed: the opioid litigation is] [added: unsettled cases was] challenging due to the significant judgment applied in determining the [removed: magnitude of the liability and whether a range] [added: likelihood] of [removed: possible loss in excess] [added: resolution] of [added: matters through settlement or litigation and] the [removed: amount accrued is reasonably estimable, based upon] [added: magnitude of] the [removed: proposed or final settlement agreements.] [added: liability.] In addition, auditing management's estimate of the amount of income tax benefit related to the Company's uncertain tax [removed: position] [added: positions] is challenging because the evaluation of the technical merits of income tax benefits that qualify for a deduction related to the opioid litigation [added: and investigations] 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: completeness,] [added: completeness and] presentation and disclosure of the opioid litigation [added: and investigations] liability and related uncertain tax position. This included testing controls related to the Company’s process for identification, recognition, [removed: completeness] [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 tested controls over management’s review of the assessment of the completeness of the opioid litigation [added: and investigations] liability and whether a range of possible loss in excess of the amount accrued is reasonably estimable to determine the accuracy of the opioid litigation [added: and investigations] liability and the related financial statement footnote disclosures. | | |

| | | | To test the Company’s opioid litigation [added: and investigations] liability, our substantive audit procedures included, among others, testing the [removed: measurement] [added: completeness] of the [removed: opioid litigation] contingencies [added: subject to evaluation] by [removed: inspecting] the [removed: proposed or final settlement agreements and agreeing key terms to management’s reserve calculation] [added: Company] and [removed: assumptions, as well as vouching payments made during] [added: evaluating] the [removed: year. We inspected] [added: Company’s analysis of its assessment of the probability of outcome for each material legal contingency, through inspection of] responses to inquiry letters sent to both internal and external legal counsel, [removed: held] discussions with internal general counsel and external legal counsel to confirm our understanding of [added: the allegations and] any settlement discussions, [added: inspection of proposed settlement agreements,] and [removed: obtained] [added: obtaining] written representations from executives of the Company. [removed: In addition, we evaluated] [added: We also compared] the [removed: adequacy] [added: Company’s assessment with its relevant history] of [added: similar legal contingencies that have been settled or otherwise resolved to evaluate] the [added: consistency of the] Company’s [removed: financial statement disclosures.] [added: assessment for unsettled opioid litigation and investigations.] | | |

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

| | | | [removed: To test the Company’s legal contingencies, our substantive audit procedures included, among others, testing the completeness of the] [added: For those] legal contingencies [removed: subject to evaluation by] [added: for which] the Company [added: has determined that a loss is probable] and [removed: evaluating the Company’s analysis of its assessment of the probability of outcome] [added: reasonably estimable and is therefore required to be recognized, and] for [removed: each material] [added: those] legal [removed: contingency, including] [added: contingencies for which] the [removed: Company’s assessment as to whether] [added: Company has determined that] a loss is [removed: reasonably estimable] [added: either probable] or [removed: if] [added: reasonably possible, but] the Company is unable to estimate the range of loss, [added: 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, [added: direct] discussions with internal [removed: general counsel and external] legal [removed: counsel to confirm our understanding] [added: counsel, inspection] of [removed: the allegations,] [added: any proposed settlement agreements] and obtaining written representations from executives of the Company. In addition, we evaluated the adequacy of the Company’s financial statement disclosures. | | |

| (in thousands, except share and per share data) | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Cash and cash equivalents | | | | | | $ | [added: 2,592,051 | | | | | $ |] 3,388,189 | | | | | $ | 2,547,142 | |

| Accounts receivable, less allowances for returns and credit losses: [removed: 2022] [added: 2023] — [removed: $1,626,729; 2021] [added: $1,433,396; 2022] — [removed: $1,356,684] [added: $1,626,729] | | | | | | [removed: 18,452,675] [added: 20,911,081] | | | | | | [removed: 18,167,175] [added: 18,452,675] | | |

| Inventories | | | | | | [removed: 15,556,394] [added: 17,454,768] | | | | | | [removed: 15,368,352] [added: 15,556,394] | | |

| Right to recover assets | | | | | | [removed: 1,532,061] [added: 1,314,857] | | | | | | [removed: 1,271,557] [added: 1,532,061] | | |

| Income tax receivable | | | | | | [removed: 172,568] [added: 77,120] | | | | | | [removed: 221,875] [added: 172,568] | | |

| Prepaid expenses and other | | | | | | [removed: 487,871] [added: 448,949] | | | | | | [removed: 853,600] [added: 487,871] | | |

| Total current assets | | | | | | [removed: 39,589,758] [added: 42,798,826] | | | | | | [removed: 38,802,609] [added: 39,589,758] | | |

| Property and equipment, net | | | | | | [removed: 2,135,003] [added: 2,135,171] | | | | | | [removed: 2,162,961] [added: 2,135,003] | | |

| Goodwill | | | | | | [removed: 8,503,886] [added: 9,574,117] | | | | | | [removed: 9,030,531] [added: 8,503,886] | | |

| Other intangible assets | | | | | | [removed: 4,332,737] [added: 4,431,783] | | | | | | [removed: 5,256,927] [added: 4,332,737] | | |

| Deferred income taxes | | | | | | [removed: 237,571] [added: 200,667] | | | | | | [removed: 290,791] [added: 237,571] | | |

| Other assets | | | | | | [removed: 1,761,661] [added: 3,418,182] | | | | | | [removed: 1,793,986] [added: 1,761,661] | | |

| TOTAL ASSETS | | | | | | $ | [removed: 56,560,616] [added: 62,558,746] | | | | | $ | [removed: 57,337,805] [added: 56,560,616] | |

| Accounts payable | | | | | | $ | [removed: 40,192,890] [added: 45,836,037] | | | | | $ | [removed: 38,009,954] [added: 40,192,890] | |

| Accrued expenses and other | | | | | | [removed: 2,214,592] [added: 2,353,817] | | | | | | [removed: 2,856,405] [added: 2,214,592] | | |

| Short-term debt | | | | | | [removed: 1,070,473] [added: 641,344] | | | | | | [removed: 300,213] [added: 1,070,473] | | |

| Total current liabilities | | | | | | [removed: 43,477,955] [added: 48,831,198] | | | | | | [removed: 41,358,641] [added: 43,477,955] | | |

November 21, 2023

CENCORA, INC. AND SUBSIDIARIES

CENCORA, INC. AND SUBSIDIARIES

| Restructuring and other expenses | | | | | | 229,884 | | | | | | 63,498 | | | | | | 82,319 | | |

CENCORA, INC. AND SUBSIDIARIES

CENCORA, INC. AND SUBSIDIARIES

| Net income (loss) | | | | | | — | | | | | | — | | | | | | 1,745,293 | | | | | | — | | | | | | — | | | | | | (12,717) | | | | | | 1,732,576 | | |

| Other comprehensive income (loss) | | | | | | — | | | | | | — | | | | | | — | | | | | | 428,363 | | | | | | — | | | | | | (41,529) | | | | | | 386,834 | | |

| Exercises of stock options | | | | | | 8 | | | | | | 61,144 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 61,152 | | |

| Divestiture of business | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (76,957) | | | | | | (76,957) | | |

| Other, net | | | | | | 13 | | | | | | 77 | | | | | | — | | | | | | — | | | | | | — | | | | | | (7,345) | | | | | | (7,255) | | |

| September 30, 2023 | | | | | | $ | 2,948 | | | | | $ | 5,844,578 | | | | | $ | 4,324,187 | | | | | $ | (1,402,607) | | | | | $ | (8,247,103) | | | | | $ | 144,284 | | | | | $ | 666,287 | |

CENCORA, INC. AND SUBSIDIARIES

| Net income | | | | | | $ | 1,732,576 | | | | | $ | 1,666,540 | | | | | $ | 1,544,608 | |

| Other, net | | | | | | 9,004 | | | | | | 7,600 | | | | | | 22,300 | | |

CENCORA, INC. AND SUBSIDIARIES

September 30, 2023

On August 30, 2023, AmerisourceBergen Corporation changed its name to Cencora, Inc.

recovery of amounts historically paid to manufacturers to originally acquire the pharmaceuticals that were the subject of the antitrust litigation settlements (see Note 14).

The Company elected to perform a quantitative impairment assessment of goodwill for its reporting units in fiscal 2023 and 2022 with the exception of its PharmaLex reporting unit, which was recently acquired.

If the carrying amount exceeds the fair value, the difference between the carrying value

When performing a quantitative impairment assessment, the Company utilizes an income approach or a weighted-average of an income and market approach to value its reporting units.

| (in thousands) | | | | | | 2023 | | | | | | 2022 | | |

Acquisitions and Equity Method Investment

The Company acquired and assumed control of PharmaLex Holding GmbH ("PharmaLex") effective January 1, 2023 for $1.473 billion, subject to customary adjustments, including a $29.3 million cash holdback.

PharmaLex is a leading provider of specialized services for the life sciences industry.

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

PharmaLex is headquartered in Germany and operates in over 30 countries.

The acquisition advances the Company's role as a partner of choice for biopharmaceutical partners across the pharmaceutical development and commercialization journey.

PharmaLex is a component of the Company's International Healthcare Solutions reportable segment.

The purchase price has been preliminarily allocated to the underlying assets acquired, including $37.4 million of cash and cash equivalents, and liabilities assumed based upon their estimated fair values as of the date of the acquisition.

The preliminary allocation is pending the finalization of the working capital account balances and goodwill.

The purchase price exceeded the current estimated fair value of the net tangible and intangible assets acquired by $1,023.1 million, which was allocated to goodwill.

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

| (in thousands, except useful lives) | | | | | | Fair Value | | | | | | Useful Lives | | |

| Customer relationships | | | | | | $ | 522,634 | | | | | 12 | | |

| Trade names | | | | | | 30,931 | | | | | | 5 | | |

| Software technology | | | | | | 5,333 | | | | | | 6 | | |

| Total | | | | | | $ | 558,898 | | | | | | | |

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

| | | | | | | | | |

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

| | | | | | |

| | | | Other Legal Matters and Contingencies | | |

| *Description of the Matter* | | | As discussed in Note 13 of the consolidated financial statements, in addition to the opioid litigation addressed above, the Company is involved in government subpoenas, 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. | | |

| | | | Auditing management’s determination of whether a loss for a legal contingency is probable and reasonably estimable, reasonably possible or remote, and the related measurement and disclosures, is highly subjective and requires significant judgment. For instance, auditing management’s judgments was challenging due to the significant judgment applied in determining the likelihood of resolution of the matters through settlement or litigation. | | |

| *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 the assessment of the probability of occurrence of a loss and whether the 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. | | |

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

November 22, 2022

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

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

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

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

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

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

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

| September 30, 2019 | | | | | | $ | 2,853 | | | | | $ | 4,850,142 | | | | | $ | 4,235,491 | | | | | $ | (111,965) | | | | | $ | (6,097,604) | | | | | $ | 114,289 | | | | | $ | 2,993,206 | |

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

| Net (loss) income | | | | | | — | | | | | | — | | | | | | (3,408,716) | | | | | | — | | | | | | — | | | | | | 9,158 | | | | | | (3,399,558) | | |

| Other comprehensive income (loss) | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,135 | | | | | | — | | | | | | (12,081) | | | | | | (8,946) | | |

| Exercises of stock options | | | | | | 21 | | | | | | 159,512 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 159,533 | | |

| Profarma retail equity offering | | | | | | — | | | | | | (1,567) | | | | | | — | | | | | | — | | | | | | — | | | | | | 67,922 | | | | | | 66,355 | | |

| Other, net | | | | | | 4 | | | | | | (722) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (718) | | |

| Proceeds from sale of property and equipment | | | | | | 6,302 | | | | | | 14,439 | | | | | | 36,364 | | |

| Other, net | | | | | | 1,298 | | | | | | 7,861 | | | | | | 9,522 | | |

| Payment of premium on early retirement of debt | | | | | | — | | | | | | — | | | | | | (21,448) | | |

| Profarma retail equity offering | | | | | | — | | | | | | — | | | | | | 66,355 | | |

The Company undertook a strategic evaluation of its reporting structure to reflect its expanded international presence as a result of the June 2021 acquisition of Alliance Healthcare.

As a result, at the beginning of fiscal 2022, the Company re-aligned its reporting structure under 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 Distribuidora de Produtos Farmacêuticos S.A. ("Profarma")), MWI Animal Health ("MWI"), 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.

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

In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes" ("ASU 2019-12").

ASU 2019-12 removes certain exceptions to the general principles in Accounting Standards Codification ("ASC") 740 in order to reduce the cost and complexity of its application.

ASU 2019-12 was effective for annual reporting periods beginning after December 15, 2020, including interim periods within those fiscal years, with certain amendments applied on a modified retrospective basis, with a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption, and others prospectively.

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.

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

The Company elected to perform a qualitative impairment assessment of goodwill and indefinite-lived intangible assets in fiscal 2020, with the exception of its testing of goodwill and indefinite-lived intangibles in the MWI and Profarma reporting units.

There were no changes during the fiscal quarter ended September 30, [removed: 2022] [added: 2023] in the Company's internal control over financial reporting that materially affected, or are reasonably likely to materially affect, those controls.

The management of [removed: AmerisourceBergen Corporation ("AmerisourceBergen"] [added: Cencora, Inc. ("Cencora"] or the "Company") is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended.

[removed: AmerisourceBergen's] [added: Cencora's] internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

[removed: AmerisourceBergen's] [added: Cencora's] management assessed the effectiveness of [removed: AmerisourceBergen's] [added: Cencora's] internal control over financial reporting as of September 30, [removed: 2022.][added: 2023.]

Based on management's assessment and those criteria, management has concluded that [removed: AmerisourceBergen's] [added: Cencora's] internal control over financial reporting was effective as of September 30, [removed: 2022.][added: 2023.]

[removed: AmerisourceBergen's] [added: Cencora's] independent registered public accounting firm, Ernst & Young LLP, has issued an attestation report on the effectiveness of [removed: AmerisourceBergen's] [added: Cencora's] internal control over financial reporting.

To the Stockholders and the Board of Directors of [removed: AmerisourceBergen Corporation][added: Cencora, Inc.]

We have audited [removed: AmerisourceBergen Corporation] [added: Cencora, Inc.] and subsidiaries’ internal control over financial reporting as of September 30, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control— Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, [removed: AmerisourceBergen Corporation] [added: Cencora, Inc.] and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of September 30, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] consolidated financial statements of the Company and our report dated November [removed: 22, 2022] [added: 21, 2023] expressed an unqualified opinion thereon.

During the second quarter of fiscal 2023, the Company acquired PharmaLex Holding GmbH ("PharmaLex").

As permitted by related SEC staff interpretive guidance for newly acquired businesses, PharmaLex has been excluded from management's assessment of the effectiveness of the Company's internal control over financial reporting as of September 30, 2023.

In the aggregate, PharmaLex represented 4% of the total assets and less than 1% of total revenue of the Company as of and for the fiscal year ended September 30, 2023.

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 PharmaLex Holding GmbH ("PharmaLex"), which is included in the 2023 consolidated financial statements of the Company and constituted 4% of total assets as of September 30, 2023 and less than 1% 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 PharmaLex.

November 21, 2023

November 22, 2022

During the three months ended September 30, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified or terminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

None.

Information appearing in our Notice of Annual Meeting of Stockholders and Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders (the [removed: "2023] [added: "2024] Proxy Statement"), including information appearing under "Proxy Statement [removed: Highlights," "Corporate Governance] [added: Summary," "Board] and [removed: Related] [added: Governance] Matters," and "Audit Committee Matters" is incorporated herein by reference.

We will file the [removed: 2023] [added: 2024] Proxy Statement with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the close of the fiscal year.

We adopted a Code of Ethics for Designated Senior Officers that applies to our Chief Executive Officer, Chief Financial Officer, and [removed: Corporate Controller.][added: Chief Accounting Officer.]

A copy of this Code of Ethics is posted on our Internet website, which is [removed: *investor.amerisourcebergen.com*.][added: *investor.cencora.com*.]

Information contained in the [removed: 2023] [added: 2024] Proxy Statement, including information appearing under [removed: "Corporate Governance] [added: "Board] and [removed: Related] [added: Governance] Matters" and "Executive [removed: Compensation and Related Matters"] [added: Compensation"] in the [removed: 2023] [added: 2024] Proxy Statement, is incorporated herein by reference.

Information contained in the [removed: 2023] [added: 2024] Proxy Statement, including information appearing under [removed: "Beneficial] [added: "Security] Ownership of [removed: Common Stock"] [added: Certain Beneficial Owners, Officers] and [added: Directors" and] "Equity Compensation Plan Information" in the [removed: 2023] [added: 2024] Proxy Statement, is incorporated herein by reference.

Information contained in the [removed: 2023] [added: 2024] Proxy Statement, including information appearing under [removed: "Corporate Governance] [added: "Board] and [removed: Related] [added: Governance] Matters" and "Related [removed: Person] [added: Persons] Transactions" in the [removed: 2023] [added: 2024] Proxy Statement, is incorporated herein by reference.

Information contained in the [removed: 2023] [added: 2024] Proxy Statement, including information appearing under "Audit Committee Matters" in the [removed: 2023] [added: 2024] Proxy Statement, is incorporated herein by reference.

| [Report of Ernst & Young LLP, Independent Registered Public Accounting [removed: Firm](#i4006144af66e4036b008c970d25d4b2e_58)] [added: Firm](#i0ccd28338f5f4300ad3816dbb40684f0_61)] | | | [removed: [51](#i4006144af66e4036b008c970d25d4b2e_58)] [added: [45](#i0ccd28338f5f4300ad3816dbb40684f0_61)] | | |

| [Consolidated Balance Sheets as of September 30, [removed: 202](#i4006144af66e4036b008c970d25d4b2e_64)[2](#i4006144af66e4036b008c970d25d4b2e_64) [and 20](#i4006144af66e4036b008c970d25d4b2e_64)[21](#i4006144af66e4036b008c970d25d4b2e_64)] [added: 2023 and 2022](#i0ccd28338f5f4300ad3816dbb40684f0_67)] | | | [removed: [54](#i4006144af66e4036b008c970d25d4b2e_64)] [added: [48](#i0ccd28338f5f4300ad3816dbb40684f0_67)] | | |

| [Consolidated Statements of Operations for the fiscal years ended September 30, [removed: 202](#i4006144af66e4036b008c970d25d4b2e_67)[2](#i4006144af66e4036b008c970d25d4b2e_67)[, 202](#i4006144af66e4036b008c970d25d4b2e_67)[1](#i4006144af66e4036b008c970d25d4b2e_67) [and 20](#i4006144af66e4036b008c970d25d4b2e_67)[20](#i4006144af66e4036b008c970d25d4b2e_67)] [added: 2023, 2022 and 2021](#i0ccd28338f5f4300ad3816dbb40684f0_70)] | | | [removed: [55](#i4006144af66e4036b008c970d25d4b2e_67)] [added: [49](#i0ccd28338f5f4300ad3816dbb40684f0_70)] | | |

| [Consolidated Statements of Comprehensive Income for the fiscal years ended September 30, [removed: 202](#i4006144af66e4036b008c970d25d4b2e_70)[2](#i4006144af66e4036b008c970d25d4b2e_70)[, 202](#i4006144af66e4036b008c970d25d4b2e_70)[1](#i4006144af66e4036b008c970d25d4b2e_70)[,] [added: 2023, 2022,] and [removed: 20](#i4006144af66e4036b008c970d25d4b2e_70)[20](#i4006144af66e4036b008c970d25d4b2e_70)] [added: 2021](#i0ccd28338f5f4300ad3816dbb40684f0_73)] | | | [removed: [56](#i4006144af66e4036b008c970d25d4b2e_70)] [added: [50](#i0ccd28338f5f4300ad3816dbb40684f0_73)] | | |

| [Consolidated Statements of Changes in Stockholders' Equity for the fiscal years ended September 30, [removed: 202](#i4006144af66e4036b008c970d25d4b2e_73)[2](#i4006144af66e4036b008c970d25d4b2e_73)[, 202](#i4006144af66e4036b008c970d25d4b2e_73)[1](#i4006144af66e4036b008c970d25d4b2e_73)[,] [added: 2023, 2022,] and [removed: 20](#i4006144af66e4036b008c970d25d4b2e_73)[20](#i4006144af66e4036b008c970d25d4b2e_73)] [added: 2021](#i0ccd28338f5f4300ad3816dbb40684f0_76)] | | | [removed: [57](#i4006144af66e4036b008c970d25d4b2e_73)] [added: [51](#i0ccd28338f5f4300ad3816dbb40684f0_76)] | | |

| [Consolidated Statements of Cash Flows for the fiscal years ended September 30, [removed: 202](#i4006144af66e4036b008c970d25d4b2e_79)[2](#i4006144af66e4036b008c970d25d4b2e_79)[, 202](#i4006144af66e4036b008c970d25d4b2e_79)[1](#i4006144af66e4036b008c970d25d4b2e_79)[,] [added: 2023, 2022,] and [removed: 20](#i4006144af66e4036b008c970d25d4b2e_79)[20](#i4006144af66e4036b008c970d25d4b2e_79)] [added: 2021](#i0ccd28338f5f4300ad3816dbb40684f0_82)] | | | [removed: [58](#i4006144af66e4036b008c970d25d4b2e_79)] [added: [52](#i0ccd28338f5f4300ad3816dbb40684f0_82)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i4006144af66e4036b008c970d25d4b2e_82)] [added: Statements](#i0ccd28338f5f4300ad3816dbb40684f0_85)] | | | [removed: [59](#i4006144af66e4036b008c970d25d4b2e_82)] [added: [53](#i0ccd28338f5f4300ad3816dbb40684f0_85)] | | |

| [Schedule II — Valuation and Qualifying [removed: Accounts](#i4006144af66e4036b008c970d25d4b2e_184)] [added: Accounts](#i0ccd28338f5f4300ad3816dbb40684f0_187)] | | | [removed: [101](#i4006144af66e4036b008c970d25d4b2e_184)] [added: [92](#i0ccd28338f5f4300ad3816dbb40684f0_187)] | | |

| Exhibit Number | | | Description | | | [removed: | | |]

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

| [removed: 3.1] [added: ‡10.7] | | | [removed: [Amended] [added: [AmerisourceBergen Corporation Amended] and Restated [removed: Certificate of Incorporation of the Registrant, dated as of March 4, 2010,] [added: Employee Stock Purchase Plan,] as amended [removed: by the Certificate of Amendment dated as of February 17, 2011, the Certificate of Amendment dated as of March 6, 2014] and [removed: the Certificate of Amendment dated as of] [added: restated on] March 2, [removed: 2017] [added: 2018] (incorporated by reference to Exhibit [removed: 3.1] [added: 10.1] to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1140859/000114085917000020/exhibit31.htm) | | |] [added: 2018).](http://www.sec.gov/Archives/edgar/data/1140859/000114085918000020/exhibit101-abcarespp.htm)] | | |

| 3.2 | | | [Amended and Restated Bylaws of the Registrant, dated as of August [removed: 13, 2020] [added: 30, 2023] (incorporated by reference to Exhibit [removed: 3.1] [added: 3.2] to the Registrant's Current Report on Form 8-K filed on August [removed: 18, 2020).](http://www.sec.gov/Archives/edgar/data/1140859/000114085920000037/abcamendedandrestatedb.htm) | | |] [added: 30, 2023)](https://www.sec.gov/Archives/edgar/data/1140859/000110465923096698/tm2324358d1_ex3-2.htm).] | | |

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

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

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

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

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

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

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

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

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

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

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

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

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

| 4.14 | | | [removed: [Tenth] [added: [Eleventh] Supplemental Indenture, dated March 30, 2021, by and between AmerisourceBergen Corporation and U.S. Bank National Association (including Form of [removed: 0.737%] [added: 2.700%] Senior Note due [removed: 2023)] [added: 2031)] (incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] to [removed: AmerisourceBergen Corporation's] [added: the Registrant's] Current Report on Form 8-K filed on April 1, [removed: 2021).](http://www.sec.gov/Archives/edgar/data/1140859/000110465921045547/tm214933d4_ex4-1.htm) | | |] [added: 2021).](http://www.sec.gov/Archives/edgar/data/1140859/000110465921045547/tm214933d4_ex4-2.htm)] | | |

| 4.15 | | | [Form of [removed: 0.737%] [added: 2.700%] Senior Note due [removed: 2023] [added: 2031] (incorporated by reference to Exhibit A to [removed: Tenth] [added: 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 [removed: 0.737%] [added: 2.700%] Senior Notes Due [removed: 2023,] [added: 2031,] which is filed as Exhibit [removed: 4.1 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] [added: 4.2 to the Registrant's] Current Report on Form 8-K filed on April 1, [removed: 2021).](http://www.sec.gov/Archives/edgar/data/1140859/000110465921045547/tm214933d4_ex4-1.htm) | | |] [added: 2021).](http://www.sec.gov/Archives/edgar/data/1140859/000110465921045547/tm214933d4_ex4-2.htm)] | | |

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

| 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](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] [added: to the Registrant'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 | | | [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) | | | [removed: | | |]

| ‡10.4 | | | [AmerisourceBergen Corporation 2001 [removed: Non-Employee Directors' Stock Option] [added: Deferred Compensation] Plan, as amended [added: and restated] as of November [removed: 9, 2005] [added: 24, 2008] (incorporated by reference to Exhibit [removed: 10.17] [added: 10.19] to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, [removed: 2005).](http://www.sec.gov/Archives/edgar/data/1140859/000119312505240076/dex1017.htm) | | |] [added: 2008).](http://www.sec.gov/Archives/edgar/data/1140859/000119312508243469/dex1019.htm)] | | |

| [removed: ‡10.5] [added: ‡10.6] | | | [removed: [AmerisourceBergen Corporation 2001 Deferred Compensation Plan, as amended and restated as] [added: [Form] of [removed: November 24, 2008] [added: Nonqualified Stock Option Award Agreement to Employee under the AmerisourceBergen Corporation Equity Incentive Plan] (incorporated by reference to Exhibit [removed: 10.19] [added: 10.10] to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, [removed: 2008).](http://www.sec.gov/Archives/edgar/data/1140859/000119312508243469/dex1019.htm) | | |] [added: 2013).](http://www.sec.gov/Archives/edgar/data/1140859/000104746913010867/a2217371zex-10_10.htm)] | | |

| [removed: ‡10.6] [added: ‡10.5] | | | [AmerisourceBergen Corporation Equity Incentive Plan, as amended and restated as of January 1, 2011(incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on February 25, 2013).](http://www.sec.gov/Archives/edgar/data/1140859/000110465913013797/a13-5951_1ex10d1.htm) | | | [removed: | | |]

| [removed: ‡10.7] [added: ‡10.13] | | | [Form of [added: 2019] Nonqualified Stock Option Award Agreement to Employee under the AmerisourceBergen Corporation [removed: Equity] [added: Omnibus] Incentive Plan (incorporated by reference to Exhibit [removed: 10.10] [added: 10.7] to the Registrant's [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the fiscal [removed: year] [added: quarter] ended [removed: September 30, 2013).](http://www.sec.gov/Archives/edgar/data/1140859/000104746913010867/a2217371zex-10_10.htm) | | |] [added: December 31, 2018).](http://www.sec.gov/Archives/edgar/data/1140859/000114085919000008/exhibit107-abcformofnonqua.htm)] | | |