Cencora (COR) 10-K risk factor changes: FY2024 vs FY2023

Our revenue, [added: financial position,] results of operations, and cash flows may suffer upon the loss, or renewal at less favorable terms, of a [removed: significant] [added: key] customer or group purchasing organization.

WBA accounted for approximately 26% of our revenue in [removed: the] fiscal [removed: year ended September 30, 2023.][added: 2024.]

Our top ten customers, including governmental agencies, represented approximately 66% of revenue in [removed: the] fiscal [removed: year ended September 30, 2023.][added: 2024.]

We may lose a [removed: significant] [added: key] customer or GPO relationship if any existing contract with such customer or GPO expires without being extended, renewed, renegotiated or replaced or is terminated by the customer or GPO prior to expiration, to the extent such early termination is permitted by the contract.

A number of our contracts with [removed: significant] [added: key] customers or GPOs are typically subject to expiration each [removed: year] [added: year,] and we may lose any of these customers or GPO relationships if we are unable to extend, renew, renegotiate or replace [removed: the] [added: such expired] contracts.

The loss of any [removed: significant] [added: key] customer or GPO relationship could adversely affect our revenue, results of operations, and cash flows.

Additionally, from time to time, [removed: significant] [added: key] contracts may be renewed or modified prior to their expiration date in furtherance of our strategic objectives.

If those contracts are renewed or modified at less favorable terms, they may also negatively impact our revenue, [added: financial position,] results of operations, and cash flows.

In June 2021, we extended to 2029 [added: (i)] our distribution [removed: agreement under] [added: agreement, pursuant to] which we distribute [removed: drugs] [added: pharmaceuticals] to Walgreens [removed: pharmacies] [added: pharmacies,] and [added: (ii)] our generics purchasing services [removed: arrangement] [added: arrangement,] under which Walgreens Boots Alliance Development GmbH [removed: (“WBAD”)] [added: ("WBAD")] provides a variety of [removed: services,] [added: services to us,] including negotiating acquisition pricing with generic manufacturers on our behalf.

We also [removed: entered into] [added: have] a distribution [removed: agreement] [added: agreement,] pursuant to which we will supply [removed: branded] [added: brand-name] and generic pharmaceutical products to WBA’s Boots UK Ltd. subsidiary through 2031.

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

Achieving the anticipated benefits from the arrangements on an ongoing basis is subject to a number of significant challenges and uncertainties, [removed: including:] [added: including, without limitation: (i)] 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; [added: (ii)] potential changes in supplier relationships and terms; [added: (iii)] unexpected or unforeseen costs, fees, expenses and charges incurred by us related to the transaction or the overall strategic relationship; [added: (iv)] 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 [added: (v)] 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: Sales or pledges of, or related activity for,] [added: The closing of the variable prepaid forward transactions concerning] our common stock by WBA could adversely affect prevailing market prices of our common [removed: stock][added: stock.]

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

[removed: In addition, since] [added: From] May [removed: 2023,] [added: 2023 through the date of this Annual Report on Form 10-K,] WBA has pledged 20.0 million shares of our common stock as collateral upon entering into separate variable pre-paid forward transactions.

We could also encounter unforeseen costs, circumstances, or issues with respect to the transactions and collaboration [added: that] we anticipate pursuing with [removed: WBA.]

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

A disruption in our distribution or generic purchasing services arrangements with WBA [added: or WBAD] could adversely affect our business and financial results.

If our operations are seriously disrupted for any reason deemed within our control, we may have an obligation to pay or credit WBA for [added: any resulting] failure [removed: to supply] [added: or delay in supplying] products.

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

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

[removed: Moreover, if] [added: If] the [removed: economic benefits we are able to obtain through] [added: economics of] the generics purchasing services arrangement with [removed: WBA] [added: WBAD] decline due to changes in market conditions or other changes impacting the fees and rebates that generic manufacturers make available through the arrangement, our margins and results of operations could also be adversely affected.

[removed: In addition, our] [added: Our] business may [added: also] be adversely affected by any operational, financial, or regulatory difficulties that WBA experiences, including any disruptions of certain of its existing distribution facilities or retail pharmacies resulting from ongoing inspections by the DEA and/or state regulatory agencies and possible revocation of the controlled substance registrations for [removed: those] [added: such] facilities and pharmacies.

Our results of operations and financial [removed: condition] [added: position] may be adversely affected if we [removed: undertake acquisitions of] [added: acquire] or [removed: investments] [added: invest] in businesses that do not perform as we expect or that are difficult for us to integrate.

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

[removed: On] [added: In] January [removed: 1,] 2023, we acquired PharmaLex for $1.473 billion in cash.

In June 2023, we [removed: and TPG,] [added: invested $718.4 million (representing] a [removed: global alternative asset management firm, acquired] [added: 34.9% interest) in a joint venture to acquire] OneOncology, a network of leading oncology [removed: practices.][added: practices, with TPG, a global alternative asset management firm, holding the majority interest in the joint venture.]

We may find that our ability to integrate [removed: Alliance Healthcare, acquired in 2021,] [added: PharmaLex, RCA,] and [removed: PharmaLex] [added: other acquisitions] is more difficult, time [removed: consuming] [added: consuming,] or costly than expected.

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

[removed: Acquisitions] [added: Furthermore, acquisitions] 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 acquisitions of [removed: Alliance Healthcare and] PharmaLex and [added: RCA, and] the investment in OneOncology, our results of operations and financial [removed: condition] [added: position] may be adversely affected by a number of factors, [removed: including:] [added: including, without limitation: (i)] regulatory or compliance issues that could arise; [added: (ii)] changes in regulations and laws; [added: (iii)] the failure of the acquired businesses [added: or investments] to achieve the results [added: that] we have projected in either the near or long term; [added: (iv)] the assumption of unknown liabilities, including litigation risks; [added: (v)] the fair value of assets acquired and liabilities assumed not being properly estimated; [added: (vi)] the difficulties of imposing adequate financial and operating controls on [removed: the acquired companies] [added: such businesses] and their [added: respective] management [added: teams] and the potential liabilities that might arise pending the imposition of adequate controls; [added: (vii)] the difficulties in the integration of the operations, technologies, services and products of [removed: the acquired companies;] [added: such businesses;] and [added: (viii)] the failure to achieve the strategic objectives of these [removed: acquisitions.][added: acquisitions and investments.]

Our businesses operate in a number of jurisdictions that have a higher business, [removed: operating] [added: operating,] and regulatory risk profile than the United [removed: States] [added: States, United Kingdom,] and European Union jurisdictions.

Such risks may include risks of violation of [added: the] United [removed: States,] [added: States’, the] United [removed: Kingdom] [added: Kingdom’s] and other [added: jurisdictions’] anti-corruption, [removed: anti-bribery] [added: anti-bribery,] and international trade laws.

Our results of operations and financial [removed: condition] [added: position] may be adversely affected if we are not able to put in place effective financial [removed: controls and compliance policies to safeguard against such risks as part of our integration of businesses, including Alliance Healthcare and PharmaLex.]

When we decide to [removed: sell] [added: divest] assets or a business, we may encounter difficulty finding buyers or alternative exit strategies, which could delay the achievement of our strategic objectives.

We face geopolitical and other risks associated with our international operations, which could materially adversely impact our [added: financial position,] results of [removed: operations] [added: operations,] and [removed: our financial condition.][added: cash flows.]

We conduct operations in over 50 countries and, in [removed: the] fiscal [removed: year ended September 30, 2023,] [added: 2024,] approximately 10% of our revenue was derived from our international operations, which subjects us to various risks inherent in global operations.

[removed: We] [added: In the future, we] may conduct business in additional foreign [removed: jurisdictions in the future,] [added: jurisdictions,] which may [removed: carry operational risks in addition to the] [added: present new or different] risks [removed: of acquisition described above.][added: associated with such foreign operations.]

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

During fiscal [removed: 2023,] [added: 2024,] we 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.

Investing in our securities involves risk.

The following risk factors should be read carefully in connection with evaluating our business and the forward-looking statements contained in this Annual Report on Form 10-K.

Any of these risk factors could lead to material adverse effects on our business, financial position, results of operations, and cash flows.

Evernorth Health Services accounted for approximately 13% of our revenue in fiscal 2024.

The closing of the variable pre-paid forward transactions could adversely affect prevailing market prices of our common stock.

WBA.

Additionally, in October 2024, WBA disclosed a plan to close approximately 1,200 retail stores over a three-year period.

Further, on November 5, 2024, we entered into an agreement to acquire Retina Consultants of America ("RCA").

The transaction is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals, which may be beyond our control.

Each of PharmaLex, OneOncology, and RCA may fail to achieve their respective future financial and operating performance and results.

In addition, a delay in completing the RCA acquisition could cause us to realize some or all of the benefits later than we expect.

Any such delay could result in additional costs or in other negative effects associated with uncertainty about our ability to complete the RCA acquisition.

controls and compliance policies to safeguard against such risks as part of our integration of businesses, including PharmaLex, RCA, and other acquisitions.

Refer to the Foreign Currency accounting policy in Note 1 of the Notes to Consolidated Financial Statements for the incremental expenses recorded related to Turkey’s highly inflationary accounting impact on our consolidated financial statements.

Any disruption may inhibit our access to, or require us to spend more money to source, certain products or that we use in our operations.

However, our succession plans may not be effective if, for example, an employee does not successfully transition into a new role.

As we continue to integrate the information systems of different business units, there is the increasing possibility that a security incident in one business unit will affect others.

For example, we previously disclosed cybersecurity incidents in February 2024 and in March 2023.

Although the prior incidents did

*Business* of this Annual Report on Form 10-K, the industries in which we operate are highly competitive.

The bankruptcy, insolvency, or other credit failure of

In October 2024, the FDA announced that it would allow exemptions from the expiring stabilization period (and subsequent enforcement), extending the timelines for certain trading partners who have initiated electronic systems but continue to work toward addressing challenges around data exchange, quality and reliability.

These exemptions apply to eligible wholesale distributors, including the Company, until August 27, 2025.

Additionally, in 2024, the FTC issued a request for information to industry stakeholders to review the cause of and potential solutions to drug shortages.

Responses were received from many stakeholders but no further action has been taken.

Centers for Medicare & Medicaid Services ("CMS") has proposed a mechanism under which manufacturers would issue rebates or credits to effectuate the maximum fair prices to pharmaceutical purchasers, directly or indirectly through a third-party clearinghouse, but has left open the option of manufacturers utilizing distribution mechanisms such as chargebacks.

Manufacturers are required to choose their methodology for price access compliance by September 1, 2025 for the first year of maximum fair pricing implementation starting January 1, 2026.

To date, none of the manufacturers has prevailed in such litigation, but some cases may proceed to appellate review.

For example, the 340B drug discount program requires manufacturers to provide discounts on outpatient drugs to "covered entity" safety net providers, and there are significant ongoing disputes and emerging developments relating to that program.

Subsequently, manufacturers and covered entities have filed lawsuits against HRSA regarding the contract pharmacy policy.

As of the date of this Annual Report on Form 10-K, two federal appeals courts have upheld the manufacturers’ restrictions, and the federal government has indicated that it does not intend to appeal these decisions and that it intends to concede in similar pending district court claims in those federal appellate circuits.

We cannot predict the outcome of any pending proceedings.

Second, and relatedly, HRSA has finalized a rule that allows 340B program covered entities to bring administrative dispute claims against manufacturers for alleged 340B overcharges, including overcharges relating to contract pharmacy limits or other matters.

A few covered entities have filed claims, but such proceedings are in their early stages.

While wholesale distributors are not parties to these proceedings, it is possible that either manufacturers or covered entities may seek data relating to underlying claims, which could indirectly increase our operational costs.

Third, manufacturers have proposed to implement rebate programs to alleviate some of the effects of the 340B price rule changes.

The federal government has continued to challenge such proposals.

We cannot predict whether manufacturers will continue to propose rebate programs or the outcome of potential enforcement actions or litigation relating to those approaches.

Like the contract pharmacy restrictions, the rebate model described above may limit access to 340B pricing to covered entities and may also supplant 340B chargeback mechanisms that we administer, which could adversely affect our business and the business of our customers.

If such programs were to proliferate, they have the potential to create significant channel disruption, with manufacturers seeking tighter controls for product access at the state level to ensure availability within each state rather than enabling arbitrage accesso state lines.

These risk factors are in addition to those set forth elsewhere in this report.

Express Scripts accounted for approximately 14% of our revenue in the fiscal year ended September 30, 2023.

Since May 2022, WBA has sold 22.4 million shares of our common stock.

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

management time and attention.

If we are unable to achieve any of our objectives, the expected future benefits may not be realized fully or may take longer to realize than expected, which could have a material adverse impact on our business, financial condition, and results of operations.

Our generic pharmaceutical program has also benefited from the generics purchasing services arrangement with WBAD.

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.

Employees might not successfully transition into new roles.

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

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

In most EU member

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.

Unless we are able to successfully advocate to prevent or mitigate the impact of these legislative and regulatory changes, these changes in reimbursement and related reporting requirements could adversely affect our results of operations.

therefore invalid.

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.

In fiscal 2018, we resolved potential civil claims and administrative action by entering into, among other things, a Corporate Integrity Agreement with the Office of Inspector General of the U.S. Department of Health and Human Services.

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

Failure to comply with obligations under the Corporate Integrity Agreement could lead to monetary or other penalties.

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

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

In April 2022, the Distributor Settlement Agreement described above, which settles the vast majority of opioid-related lawsuits filed against us by state and local governmental entities, became effective.

The Distributor Settlement Agreement includes a cash component, pursuant to which we will pay up to approximately $6.4 billion over 18 years.

In August 2022, the U.S. Inflation Reduction Act of 2022 was signed into law.

This law, among other things, provides for a corporate alternative minimum tax on adjusted financial statement income and an excise tax on corporate stock repurchases.

We are continuing to evaluate the impact this law may have on our financial position and results of operations.

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

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.

To the extent we cannot protect our

We face risks related to health epidemics and pandemics.

We face risks related to health epidemics and pandemics, including risks related to any responses thereto by the federal, state or foreign governments as well as customers and suppliers.

A pandemic could adversely affect our operations, supply chains and distribution network, and we could experience and expect prolonged unpredictable reductions in supply and demand for certain of our products and services similar to those experienced during the COVID-19 pandemic.

Further, it is possible that the manufacturers that produce the products that we distribute may experience delays or shutdowns similar to those experienced during the COVID-19 pandemic, including disruptions in their supply chains or in a suspension of production at their own facilities.

The implementation of any government-mandated vaccination or testing mandates may impact our ability to retain current employees and attract new employees.

Natural disasters or other unexpected events, including those related to climate change, may disrupt our operations, adversely affect our results of operations and financial condition, and may not be covered by insurance.

We continue to focus on strategies and systems, such as reducing greenhouse gas emissions and packaging waste, to address climate change.

However, we face climate and environmental risks and the occurrence of one or more unexpected events, including fires, tornadoes, tsunamis, hurricanes, earthquakes, drought, storms, sea level rise, floods, and other severe hazards or accidents in the United States, the United Kingdom, the European Union or in other countries or regions in which we operate could adversely affect our operations and financial performance.

Extreme weather, natural disasters, power outages, or other unexpected events could result in physical damage to and complete or partial closure of one or more of distribution centers or outsourcing facilities, temporary or long-term disruption in the supply of products, delay in the delivery of products to our distribution centers, and/or disruption of our ability to deliver products to customers.

Current or future insurance arrangements may not provide protection for costs that may arise from such events, particularly if such events are catastrophic in nature or occur in combination.

[removed: The following discussion] [added: Our MD&A] should be read in conjunction with the Consolidated Financial Statements and notes thereto contained herein.

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

- Revenue increased by [removed: $23.6] [added: $31.8] billion, or [removed: 9.9%,] [added: 12.1%,] from the prior fiscal year primarily due to [removed: revenue] growth in [removed: our] [added: the] U.S. Healthcare Solutions segment.

The U.S. Healthcare Solutions segment grew its revenue by [removed: $22.7] [added: $30.6] billion, or [removed: 10.7%,] [added: 13.0%,] from the prior fiscal year due to overall market growth primarily driven by unit volume growth, including increased sales of products labeled for diabetes and/or weight loss in the glucagon-like peptide-1, or "GLP-1," [removed: class and] [added: class,] increased sales of specialty products to physician practices and health systems, [removed: offset in part by a decrease in] [added: and increased] sales of COVID-19 [removed: treatments (primarily commercial treatments).][added: therapies and vaccines.]

[removed: Revenue] [added: The increase] in [removed: International Healthcare Solutions increased by $0.9 billion, or 3.5%, from] the [removed: prior] [added: current] fiscal year [added: was primarily] due to [removed: increased sales at Alliance Healthcare,] our [removed: European distribution] [added: Canadian] business, [removed: increased revenue from] our [added: global specialty logistics business, our] less-than-wholly-owned Brazil full-line distribution business, [removed: incremental revenue from our] [added: and the] January 2023 acquisition of PharmaLex, [removed: increased sales at our Canadian business, and was] offset in part [removed: due to the June 2022 divestiture of] [added: by foreign currency pressure and higher information technology operating expenses in] our [removed: Brazil specialty] [added: European distribution] business.

[removed: - Gross profit] [added: Depreciation expense] increased [removed: by $663.1 million, or 8.0%,] [added: 4.4%] from the prior fiscal year.

[added: -] Gross profit [removed: in] [added: increased by $950.5 million, or 10.6%, from] the [removed: current] [added: prior] fiscal year [removed: was favorably impacted by] [added: primarily due to the] increases in gross profit in both reportable segments and [removed: an increase in gains from antitrust litigation settlements, offset in part by an increase in] [added: a] last-in, first-out ("LIFO") [removed: expense] [added: credit] in the current fiscal [removed: year.][added: year in comparison to LIFO expense in the prior fiscal year, offset in part by lower gains from antitrust litigation settlements.]

U.S. Healthcare Solutions' gross profit increased by [removed: $366.4] [added: $602.0] million, or [removed: 6.7%,] [added: 10.3%,] from the prior fiscal year primarily due to increased sales.

- Total operating expenses increased by [removed: $688.8] [added: $1,116.0] million, or [removed: 11.6%,] [added: 16.9%,] from the prior fiscal year [removed: primarily as] [added: due to] a [removed: result of] [added: $418.0 million goodwill impairment related to PharmaLex and] increases in [added: (i)] distribution, selling, and administrative expenses, [removed: amortization expense, and restructuring and other expenses, offset in part by a] [added: (ii)] litigation and opioid-related [added: expenses, which was a] credit in the [removed: current] [added: prior year] fiscal year [removed: in comparison] [added: due] to [removed: an expense in] the [removed: prior fiscal year and a $75.9 million goodwill impairment recorded] [added: receipt of funds previously held] in [removed: the prior fiscal year;][added: an opioid indemnity escrow account, and (iii) amortization expense.]

[removed: - Total segment] [added: U.S. Healthcare Solutions'] operating income increased by [removed: $125.7] [added: $338.3] million, or [removed: 4.0%,] [added: 13.0%,] from [removed: the] prior fiscal [removed: year due to operating income growth in the U.S.] [added: year, and International] Healthcare [removed: Solutions segment, offset in part by a decrease in] [added: Solutions'] operating income [removed: in the International Healthcare Solutions segment resulting] [added: increased by $20.8 million, or 3.0%,] from [removed: unfavorable foreign currency exchange rates in comparison to] the prior fiscal [removed: year; and][added: year.]

- Our effective tax rates were [removed: 19.8%] [added: 24.2%] and [removed: 23.7% for the] [added: 19.8% in] fiscal [removed: years ended September 30, 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

Our effective tax rate in [removed: the] fiscal [removed: 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 [removed: the vesting of restricted stock units and stock option exercises,] [added: equity compensation,] offset in part by U.S. state income taxes.

Our effective tax rate in [removed: the] fiscal [removed: year ended September 30, 2022] [added: 2023] was [removed: higher] [added: lower] than the U.S. statutory rate primarily due to [removed: 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 [removed: rate.][added: rate, benefits from tax authority audit resolutions, and tax benefits associated with equity compensation, offset in part by U.S. state income taxes.]

| (dollars in thousands) | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | Change | | |

| Animal Health | | | | | | [removed: 5,042,549] [added: 5,365,518] | | | | | | [removed: 4,815,758] [added: 5,042,549] | | | | | | [removed: 4.7%] [added: 6.4%] | | |

| Total U.S. Healthcare Solutions | | | | | | [removed: 234,759,218] [added: 265,339,427] | | | | | | [removed: 212,100,202] [added: 234,759,218] | | | | | | [removed: 10.7%] [added: 13.0%] | | |

| Alliance Healthcare | | | | | | [removed: 22,349,278] [added: 23,061,721] | | | | | | [removed: 21,890,402] [added: 22,349,278] | | | | | | [removed: 2.1%] [added: 3.2%] | | |

| Other Healthcare Solutions | | | | | | [removed: 5,069,401] [added: 5,565,821] | | | | | | [removed: 4,601,271] [added: 5,069,401] | | | | | | [removed: 10.2%] [added: 9.8%] | | |

| Total International Solutions | | | | | | [removed: 27,418,679] [added: 28,627,542] | | | | | | [removed: 26,491,673] [added: 27,418,679] | | | | | | [removed: 3.5%] [added: 4.4%] | | |

| Intersegment eliminations | | | | | | [removed: (4,486)] [added: (8,370)] | | | | | | [removed: (4,869)] [added: (4,486)] | | | | | | | | |

Our future revenue growth will continue to be affected by various factors, such as industry growth trends, including drug utilization [removed: (e.g.] [added: (e.g.,] products labeled for diabetes and/or weight loss in the GLP-1 class), the introduction of new, innovative brand [removed: therapies,] [added: therapies and vaccines,] 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, 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, [added: and] changes in government rules and [removed: regulations, and the impact of COVID-19.][added: regulations.]

Revenue increased by [removed: 9.9%] [added: $31.8 billion, or 12.1%,] from the prior fiscal year primarily due to growth in the U.S. Healthcare Solutions segment.

The U.S. Healthcare Solutions segment grew its revenue by [removed: $22.7] [added: $30.6] billion, or [removed: 10.7%,] [added: 13.0%,] from the prior fiscal year due to overall market growth primarily driven by unit volume growth, including increased sales of [added: $8.6 billion, or 43.4%, of] products labeled for diabetes and/or weight loss in the GLP-1 [removed: class and] [added: class,] increased sales of specialty products to physician practices and health systems, [removed: offset in part by a decrease in] [added: and increased] sales of COVID-19 [removed: treatments (primarily commercial treatments).][added: therapies and vaccines.]

Sales, including GLP-1 products and COVID-19 [removed: treatments,] [added: vaccines,] to our two largest customers increased by [removed: $7.7] [added: $11.3] billion from the prior fiscal year.

[removed: Revenue in] International Healthcare [removed: Solutions] [added: Solutions' revenue] increased by [removed: $0.9] [added: $1.2] billion, or [removed: 3.5%,] [added: 4.4%,] from the prior fiscal year [added: primarily] due to increased sales at Alliance Healthcare, our European distribution business, [removed: increased revenue from our less-than-wholly-owned Brazil full-line distribution business, incremental revenue from our January 2023 acquisition of PharmaLex,] and increased sales at our Canadian business.

We may lose a [removed: significant] [added: key] customer if an existing contract with such customer expires without being extended, renewed, or replaced.

Additionally, from time to time, [removed: significant] [added: key] contracts may be terminated in accordance with their terms or extended, renewed, or replaced prior to their expiration dates.

| U.S. Healthcare Solutions | | | | | | $ | [removed: 5,821,116] [added: 6,423,114] | | | | | $ | [removed: 5,454,735] [added: 5,821,116] | | | | | [removed: 6.7%] [added: 10.3%] | | |

| International Healthcare Solutions | | | | | | [removed: 3,190,847] [added: 3,320,978] | | | | | | [removed: 2,947,190] [added: 3,190,847] | | | | | | [removed: 8.3%] [added: 4.1%] | | |

| Intersegment eliminations | | | | | | [removed: —] [added: (3,048)] | | | | | | [removed: (189)] [added: —] | | | | | | | | |

| Gains from antitrust litigation settlements | | | | | | [removed: 239,092] [added: 170,904] | | | | | | [removed: 1,835] [added: 239,092] | | | | | | | | |

| LIFO [removed: expense] [added: credit (expense)] | | | | | | [removed: (204,595)] [added: 52,168] | | | | | | [removed: (67,171)] [added: (204,595)] | | | | | | | | |

| Turkey highly inflationary impact | | | | | | [removed: (86,967)] [added: (54,087)] | | | | | | [removed: (40,033)] [added: (86,967)] | | | | | | | | |

| Gross profit | | | | | | $ | [removed: 8,959,493] [added: 9,910,029] | | | | | $ | [removed: 8,296,367] [added: 8,959,493] | | | | | [removed: 8.0%] [added: 10.6%] | | |

[removed: Gross profit] [added: - Total segment operating income] increased by [removed: $663.1] [added: $359.1] million, or [removed: 8.0%,] [added: 10.9%,] from the prior fiscal year.

Gross profit [removed: in] [added: increased by $950.5 million, or 10.6%, from] the [removed: current] [added: prior] fiscal year [removed: was favorably impacted by] [added: primarily due to the] increases in gross profit in both reportable segments and [removed: an increase] [added: a LIFO credit] in [removed: gains from antitrust litigation settlements,] [added: the current fiscal year in comparison to LIFO expense in the prior fiscal year,] offset in part by [removed: an increase in LIFO expense.][added: lower gains from antitrust litigation settlements.]

U.S. Healthcare Solutions gross profit increased by [removed: $366.4] [added: $602.0] million, or [removed: 6.7%,] [added: 10.3%,] from the prior fiscal year [added: primarily] due to increased sales.

As a percentage of revenue, U.S. Healthcare Solutions' gross profit margin of [removed: 2.48%] [added: 2.42%] in the current fiscal year [removed: decreased 9] [added: declined 6] basis points compared to the prior fiscal year primarily due to higher sales of GLP-1 products, which have lower gross profit margins, [removed: and lower] [added: offset in part by increased] sales of COVID-19 [removed: treatments,] [added: vaccines,] which have higher gross profit margins.

We recognized gains from antitrust litigation settlements with pharmaceutical manufacturers of [removed: $239.1] [added: $170.9] million and [removed: $1.8] [added: $239.1] million in [removed: the] fiscal [removed: years ended September 30, 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

We recognized [removed: an expense] [added: expenses] in Cost of Goods Sold of [removed: $87.0] [added: $54.1] million and [removed: $40.0] [added: $87.0] million in [removed: the] fiscal [removed: years ended September 30, 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively, related to the impact of Turkey highly inflationary [removed: accounting.][added: accounting driven by the continued weakening of the Turkish Lira.]

Our Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") includes the following: an overview that provides a summary of our segments and highlights from fiscal 2024; a more detailed analysis of our results of operations; our capital resources and liquidity, which discusses key aspects of our statements of cash flows, changes in our balance sheets and our financial commitments; and a summary of our critical accounting estimates that involve a significant level of estimation uncertainty.

Our MD&A focuses on discussion of year-over-year comparisons between fiscal 2024 and fiscal 2023.

Discussion of fiscal 2022 results and year-over-year comparisons between fiscal 2023 and fiscal 2022 that are not included in this Annual Report on Form 10-K can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our Annual Report on Form 10-K for fiscal 2023.

The following discussion contains forward-looking statements that are subject to risks and uncertainties.

Actual results may differ from those referred to herein due to a number of factors, including but not limited to risks described in Item 1A, Risk Factors, in this Annual Report on Form 10-K.

Recent Development

On November 5, 2024, we entered into an agreement to acquire Retina Consultants of America ("RCA").

Under the terms of the agreement, we will acquire RCA for cash based on an enterprise value of approximately $4.6 billion, subject to a customary working capital and net-debt adjustment.

RCA’s affiliated practices, physicians, and management will rollover a portion of their equity in RCA.

After giving effect to the rollover, a cash capitalization of RCA that we intend to make, and the payment of transaction fees and expenses, our expected cash outlay at closing would be approximately $4.3 billion.

At closing, we expect to hold approximately 85% ownership in RCA.

The agreement also provides for the potential payment of up to $500 million in aggregate contingent consideration in fiscal 2027 and fiscal 2028, subject to the successful completion of certain predefined business objectives.

We expect to fund the transaction through a combination of cash on hand and new debt financing and have obtained $3.3 billion in bridge financing commitments in connection with the transaction.

The transaction is subject to the satisfaction of closing conditions, including receipt of required regulatory approvals.

Gross profit in International Healthcare Solutions increased $130.1 million, or 4.1%, from the prior fiscal year due to growth at all of its businesses.

Our effective tax rate in fiscal 2024 was higher than the U.S. statutory rate primarily due to the PharmaLex goodwill impairment, which is largely not deductible for income tax purposes, and U.S. state income taxes, offset in part by the discrete tax benefits associated with foreign valuation allowance adjustments, the benefit of non-U.S. income taxed at rates lower than the U.S. statutory rate, and tax benefits associated with equity compensation.

Fiscal 2024 compared to Fiscal 2023

| Human Health | | | | | | $ | 259,973,909 | | | | | $ | 229,716,669 | | | | | 13.2% | | |

| Revenue | | | | | | $ | 293,958,599 | | | | | $ | 262,173,411 | | | | | 12.1% | | |

International Healthcare Solutions' revenue increased by $1.2 billion, or 4.4%, from the prior fiscal year primarily due to increased sales of $0.7 billion at our European distribution business and increased sales of $0.4 billion at our Canadian business.

During fiscal 2024, no key contracts expired.

We anticipate a potential June 2025 loss of an oncology customer following its recently announced pending acquisition.

In September 2024, we extended our pharmaceutical supply agreement with Evernorth Health Services (formerly Express Scripts, Inc.) for an additional three years through September 2029.

| (dollars in thousands) | | | | | | 2024 | | | | | | 2023 | | | | | | Change | | |

Gross profit in International Healthcare Solutions increased $130.1 million, or 4.1%, from the prior fiscal year due to growth at all of its businesses.

The LIFO credit in fiscal 2024 in comparison to LIFO expense in the fiscal 2023 was primarily driven by lower brand pharmaceutical inflation largely due to manufacturer price decreases of wholesale acquisition costs of certain products.

| (dollars in thousands) | | | | | | 2024 | | | | | | 2023 | | | | | | Change | | |

As a percentage of revenue, distribution, selling, and administrative expenses were 1.93% in the current fiscal year, which represented a decline of 10 basis points compared to the prior fiscal year as initiatives taken in fiscal 2023 improved operating efficiency across many of our businesses and administrative functions and the 12.1% revenue growth in the current fiscal year improved our operating leverage.

Amortization expense increased 19.9% from the prior fiscal year primarily due to accelerated amortization expense, which we began recording in February 2023, in connection with

Litigation and opioid-related expenses, net in fiscal 2024 included a $214.0 million litigation expense accrual for ongoing litigation related to the distribution of prescription opioid medications, a $49.1 million litigation expense accrual related to our animal health business (see Note 13 of the Notes to Consolidated Financial Statements) and $56.1 million of legal fees in connection with opioid lawsuits and investigations, offset in part by a net $92.2 million opioid litigation settlement accrual reduction primarily as a result of our prepayment of the net present value of a future obligation as permitted under our opioid settlement agreements.

| Other, net | | | | | | 33,592 | | | | | | 42,547 | | |

Restructuring and employee severance costs in fiscal 2024 primarily included expenses incurred related to facility closures in connection with our office optimization plan and workforce reductions in both of our reportable segments.

In March 2024, we experienced a cybersecurity event where data from our information systems was exfiltrated.

In connection with this event, we incurred costs that were recorded in Other, net in the above table.

The majority of the costs included in Other, net in fiscal 2024 related to this cybersecurity event.

We recorded a $418.0 million goodwill impairment related to PharmaLex in fiscal 2024 (see Note 5 of the Notes to Consolidated Financial Statements).

| (dollars in thousands) | | | | | | 2024 | | | | | | 2023 | | | | | | Change | | |

| Gains from antitrust litigation settlements | | | | | | 170,904 | | | | | | 239,092 | | | | | | | | |

| LIFO credit (expense) | | | | | | 52,168 | | | | | | (204,595) | | | | | | | | |

| Turkey highly inflationary impact | | | | | | (54,087) | | | | | | (86,967) | | | | | | | | |

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.

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;

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;

Fiscal Year Ended September 30, 2023 compared to the Fiscal Year Ended September 30, 2022

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

| 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.

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.

During the fiscal year ended September 30, 2023, no significant contracts expired.

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

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 increase in LIFO expense in the current fiscal year was primarily driven by lower generic pharmaceutical deflation and higher brand inventory product mix, offset in part by lower brand pharmaceutical inflation.

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

| Impairment of assets | | | | | | — | | | | | | 4,946 | | | | | | | | |

As a percentage of revenue, distribution, selling, and administrative expenses were 2.03% in the current fiscal year and was flat compared to the prior fiscal year as inflationary impacts on certain operating expenses were offset in

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

Depreciation expense increased 6.1% from the prior fiscal year.

Litigation and opioid-related credit was offset in part by $58.7 million of legal fees in connection with opioid lawsuits and investigations in the fiscal year ended September 30, 2023.

Litigation and opioid-related expenses in the fiscal year ended September 30, 2022 included a $36.6 million accrual related to opioid litigation settlements and $86.6 million of legal fees in connection with opioid lawsuits and investigations.

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

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

Restructuring and employee severance costs in the fiscal year ended September 30, 2022 included costs primarily related to the write down of assets related to our office optimization plan and restructuring activities within certain businesses in the U.S. Healthcare Solutions reportable segment.

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.

We recorded a goodwill impairment of $75.9 million in our Profarma reporting unit in the fiscal year ended September 30, 2022.

| Impairment of assets | | | | | | — | | | | | | (4,946) | | | | | | | | |

The decrease from the prior year fiscal year was primarily due to the declines in gross profit margins, as described above in the Gross Profit section.

Operating income in International Healthcare Solutions decreased by $13.9 million, or 2.0%, from the prior fiscal year due to a decrease in operating income in our European distribution business primarily due to unfavorable foreign currency exchange rates in comparison to the prior fiscal year and a significant decline in operating income at its less-than-wholly-owned subsidiary in Egypt (that was divested on September 30, 2023), and the June 2022 divestiture of our Brazil specialty business.

The above-mentioned declines were offset in part by the strong performance of our global specialty logistics business.

The increase in interest expense was primarily driven by an increase in our variable-rate borrowings and associated interest rates.

The higher investment interest rates were offset in part by a lower average investment cash balance in the current fiscal year in comparison to the prior fiscal year.

Fiscal Year Ended September 30, 2022 compared to the Fiscal Year Ended September 30, 2021

For a discussion of the comparison of our results of operations for the fiscal years ended September 30, 2022 and 2021, refer to the Management's Discussion and Analysis of Financial Condition and Results of Operations section in our previously filed Annual Report on Form 10-K for the fiscal year ended September 30, 2022.

We elected to perform a qualitative impairment assessment of goodwill and indefinite-lived intangible assets in fiscal 2021, with the exception of our testing of goodwill in the AmerisourceBergen Consulting Services (the sum of U.S. Consulting Service and Innomar reporting units, under our prior reporting structure) and Profarma reporting units.

We completed our required annual impairment tests relating to goodwill and indefinite-lived intangible assets in the fiscal years ended September 30, 2023, 2022, and 2021.

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

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: 7.9%] [added: 8.2%] from [removed: 2022] [added: 2023] through [removed: 2027,] [added: 2028,] 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: 68] [added: 69] million by [removed: 2027] [added: 2028] and is the most rapidly growing segment of the population.

Our strategy is one of driving executional excellence in our core distribution solutions business in the U.S. and [removed: Internationally,] [added: internationally,] while also investing in [removed: higher margin, high growth] [added: 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, [removed: anchors] [added: anchor] our growth and position in the pharmaceutical supply 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 chain to better deliver healthcare to patients.

We are a leader in distribution and services to community oncologists and have leading positions in other physician-administered [removed: products.][added: products, such as those in ophthalmology.]

Services for manufacturers [removed: include:] [added: 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 [removed: believe we are one of the largest providers of] [added: provide] reimbursement services that assist pharmaceutical companies in supporting access to branded drugs.

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

[removed: PharmaLex's services include] [added: It also is a 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.]

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

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

Our two largest customers, Walgreens Boots Alliance, Inc. ("WBA") and [added: Evernorth Health Services (formerly] Express Scripts, [removed: Inc. ("Express Scripts"),] [added: Inc.),] accounted for approximately 26% and approximately [removed: 14%,] [added: 13%,] respectively, of revenue in [removed: the] fiscal [removed: year ended September 30, 2023.][added: 2024.]

Our top 10 customers, including governmental agencies and group purchasing organizations ("GPO"), represented approximately 66% of revenue in [removed: the] fiscal [removed: year ended September 30, 2023.][added: 2024.]

Additionally, from time to time, [removed: significant] [added: key] contracts may be terminated in accordance with their terms or extended, renewed, or replaced prior to their expiration dates.

We obtain pharmaceutical and other products from manufacturers, none of which accounted for 10% or more of our purchases in [removed: the] fiscal [removed: year ended September 30, 2023.][added: 2024.]

The 10 largest suppliers in fiscal [removed: year ended September 30, 2023] [added: 2024] accounted for approximately [removed: 48%] [added: 53%] of our purchases.

[added: 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.

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

Our [removed: ability to succeed] [added: success] in the global marketplace depends on [removed: attracting] [added: our ability to attract] and [removed: retaining] [added: retain] a talented and skilled workforce.

We aspire to accelerate business results by fostering a diverse and [removed: an] inclusive workplace, where [removed: all] members of our global [removed: talent] [added: workforce] are supported [removed: and inspired] to perform at their full [removed: potential and] [added: potential,] contribute to our [removed: success as their authentic selves.][added: success, and have opportunities for professional development and career advancement.]

As of September 30, [removed: 2023,] [added: 2024,] we had [removed: approximately] [added: more than] 46,000 [removed: employees,] [added: employees globally,] of which approximately 42,000 were full-time employees and approximately [removed: 37%] [added: 36%] were U.S.-based employees.

[removed: Approximately] [added: As of September 30, 2024, approximately] 28% of our [added: global] employees [removed: are] [added: were] covered by collective bargaining agreements, nearly all of whom [removed: are] [added: were] employees located outside of the United States.

[removed: As of September 30, 2023, individuals who self-identify as female made up the majority of] [added: -] Cencora’s global workforce and Executive Management [removed: Committee, at 52%] [added: Committee who self-identify as female made up approximately 51%] and [removed: 57%, respectively.][added: 50%, respectively, as of September 30, 2024.]

[removed: Additionally, as of September 30, 2023, 52%] [added: Approximately 51%] of our U.S. workforce [removed: were individuals who] self-identify as ethnically and/or racially [removed: diverse.][added: diverse as of September 30, 2024.]

[removed: We currently have three] [added: Three] members of our Board of Directors [removed: who] self-identify as ethnically and/or racially diverse, and [removed: we currently have] four members of our Board of Directors [removed: who] self-identify as female.

We support employee growth and advancement by offering a variety of benefits to eligible full-time employees [removed: including, among others:][added: including:]

- Opportunities to volunteer and participate in mentorship and support [removed: programs] [added: programs,] such as our employee resource groups [removed: ("ERGs");][added: ("ERGs"), which celebrate the shared backgrounds and experiences of our team members and aim to strengthen our intersecting communities inside and outside of Cencora;]

- Recognition [added: opportunities] for excellence, such as our annual Pursuit of Purpose awards and True Blue team member recognition program; and

In fiscal [removed: 2023,] [added: 2024,] we conducted [removed: an] [added: our second annual Company-wide] Employee Experience [removed: survey across the Company] [added: Survey] to gauge employee satisfaction and identify areas in which we can enhance and improve employee experience.

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

Our overarching goal is to provide our team members with clear pathways for career development, access to programs and benefits that allow them to live fuller, healthier lives, and opportunities to participate in their [added: respective] communities in ways that are meaningful to them and celebrate their individuality.

Our long-term DEI strategy is focused on four critical dimensions — people, culture, progress, and community — and is grounded in [removed: deep organizational] [added: our purpose of listening to and aiming to better understand data] insights, [added: employee feedback,] our [removed: people data,] [added: customers] and [added: stakeholders, and] industry research and [removed: benchmarks.][added: benchmarking.]

- [removed: Hosted] [added: We hosted] three global celebrations to unite our team members around the world and [removed: foster] [added: amplify] our inclusive culture.

◦For Pride [removed: Month,] [added: Month in June 2024,] we co-hosted a [removed: global] [added: Global Pride celebration] event with [removed: the] [added: our] LGBTAllies ERG.

◦For International Women’s [removed: Day,] [added: Day in March 2024,] we co-hosted a [removed: global event] [added: globally broadcasted celebration] with [removed: the] [added: our] Women’s Impact Network [removed: (WIN)] ERG.

We are proud that our [removed: DEI efforts] [added: priorities and progress] continue to be recognized.

In [removed: 2023,] [added: 2024, for the second consecutive year,] we [removed: scored] [added: earned a score of] 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.

We [added: also] have implemented processes that are designed to drive equitable pay [removed: decisions and eliminate unexplained pay inequities.][added: decisions.]

We are committed to [added: furthering] the safety and wellbeing of our team members.

References to "fiscal 2024," "fiscal 2023," and "fiscal 2022" refer to the fiscal years ended September 30, 2024, 2023, and 2022, respectively.

On November 5, 2024, we entered into an agreement to acquire Retina Consultants of America ("RCA").

Under the terms of the agreement, we will acquire RCA for cash based on an enterprise value of approximately $4.6 billion, subject to a customary working capital and net-debt adjustment.

RCA’s affiliated practices, physicians, and management will rollover a portion of their equity in RCA.

After giving effect to the rollover, a cash capitalization of RCA that we intend to make, and the payment of transaction fees and expenses, our expected cash outlay at closing would be approximately $4.3 billion.

At closing, we expect to hold approximately 85% ownership in RCA.

The agreement also provides for the potential payment of up to $500 million in aggregate contingent consideration in fiscal 2027 and fiscal 2028, subject to the successful completion of certain predefined business objectives.

We expect to fund the transaction through a combination of cash on hand and new debt financing and have obtained $3.3 billion in bridge financing commitments in connection with the transaction.

The transaction is subject to the satisfaction of closing conditions, including receipt of required regulatory approvals.

other products to customers in both the companion animal and production animal markets.

We welcome and value diverse perspectives, cultures, backgrounds, and experiences, as we believe that they contribute to innovative solutions and accelerate progress.

Our fiscal 2024 DEI highlights included:

- We deployed a "listening" strategy with the goal of gaining employee insights as we continued to leverage the Global Inclusion Index across our enterprise.

The Global Inclusion Index, which consisted of eight questions included in our Employee Experience Survey, used employee feedback to help us assess inclusion at the individual, team, and enterprise levels.

In fiscal 2024, more than 75% of our team members participated in the survey.

- Deployed a "learning" strategy as we implemented the Unlocking Inclusion training experience for team members to advance inclusion through their behaviors and advocacy.

◦For Global Inclusion Day in October 2023, we hosted a live virtual gathering with team members to share and learn about our goals of building a stronger culture of inclusion, what drives a culture of inclusion.

During the event, global leaders from Cencora shared their perspectives on advancing and empowering women in leadership.

During the event, global leaders from Cencora highlighted LGBTQ+ to our Company culture and in the communities in which we conduct business.

- We released our third annual DEI Report, which summarized our fiscal 2023 DEI progress and achievements.

With a specific focus on increasing transparency, the report highlighted, among other matters, our workforce demographics, the Global Inclusion Index survey results, and our ERG initiatives, as well as the contributions of our diverse workforce that foster innovation and position Cencora for continued growth.

- The DEI Global Council, which was created to establish and support Cencora's DEI goals, successfully launched and implemented a company-wide Digital Accessibility Mission Statement to advance internal team member and external stakeholder web accessibility experiences, where ERG leaders presented their diverse perspectives and experiences.

- Our eight ERGs hosted a number of events and activities during the year.

We also maintained a score of 100 on the Human Rights Campaign Corporate Equality Index for LBGTQ+ inclusive workplace, and our global inclusion journey was awarded four gold Brandon Hall Excellence Awards.

We are committed to helping our team members create healthier futures and this commitment includes offering competitive and comprehensive compensation and benefit packages tailored to the specific needs of our employee populations in the various countries where we have operations.

Recognizing the importance of investing in the health and wellness of our team members, our comprehensive benefits packages address the physical, emotional, financial, and social dimensions of wellness.

Our offerings, available to our global workforce, include (i) health and insurance benefits; (ii) paid time off; (iii) flexible work arrangements based on role; (iv) retirement and employee stock purchase plans; (v) paid parental and caregiver leave programs; and (vi) back-up child and elder care.

We believe that these programs are vital in supporting our team members' overall well-being and professional growth.

treble damages and substantial civil penalties in the case of violations.

The standards, terms, and conditions established for licensure under this regulation would be applicable to both federal and state licenses.

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.

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

PharmaLex is a component of our International Healthcare Solutions reportable segment.

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.

Additionally, it delivers

We continue to make investments to enhance and

We encourage and embrace different cultures and backgrounds, as we recognize the value of employing a workforce of unique and varying viewpoints and experiences.

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

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

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

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.

We are committed to ensuring equal opportunity and pay equity.

To further support this, Cencora has a cross-functional team of leaders from the Global Compensation, Legal, and Human Resource departments that is responsible for researching best practices, reviewing pay practices, working with external resources to analyze current pay equity, and working with senior leaders to implement changes.

As a result of these efforts, we have:

- Modified promotional salary increase guidelines to help eliminate pay gaps;

- Removed questions about pay history in the recruiting and interviewing processes of external candidates;

- Adopted the practices of administering annual merit increases based on both performance and base pay within the pay range and making promotional salary increases based on market competitiveness and internal equity; and

- Implemented annual assessments that identify potential pay gaps, with the goal of developing a plan to correct any identified pay gaps that are inexplicable.

Our comprehensive benefit and compensation package offers the following to all eligible full-time team members:

- Medical, dental, and vision care, life insurance and other income protection, a retirement plan with Company match, and a discounted employee stock purchase program;

- An employee assistance program with free counseling sessions and unlimited digital mental health support, tuition assistance (including scholarships for dependents), medical coverage for same and opposite gender domestic partners, and holidays and paid time off;

- Infertility coverage and family building counseling services, as well as reimbursement for adoption expenses;

- Counseling and education guidance benefits to support the needs of team members and dependents with developmental and cognitive challenges;

- A minimum of twelve weeks of paid parental leave following birth, adoption, or surrogacy for both parents;

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

FOR THE FISCAL YEAR ENDED September 30, [removed: 2023][added: 2024]

[removed: ][added: ]

The aggregate market value of voting stock held by non-affiliates of the registrant on March 31, [removed: 2023] [added: 2024] based upon the closing price of such stock on the New York Stock Exchange on March 31, [removed: 2023] [added: 2024] was [removed: $20,845,049,311.][added: $29,546,011,267.]

The number of shares of common stock of Cencora, Inc. outstanding as of October 31, [removed: 2023] [added: 2024] was [removed: 200,712,338.][added: 193,280,140.]

Portions of the registrant's Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders are incorporated by reference in Part III of this Annual Report on Form 10-K.

| [1A. Risk [removed: Factors](#i0ccd28338f5f4300ad3816dbb40684f0_16)] [added: Factors](#i85bd4a240c8949c6bb38726e6c1b4bf4_19)] | | | | | | [removed: [10](#i0ccd28338f5f4300ad3816dbb40684f0_16)] [added: [10](#i85bd4a240c8949c6bb38726e6c1b4bf4_19)] | | |

| [1B. Unresolved Staff [removed: Comments](#i0ccd28338f5f4300ad3816dbb40684f0_19)] [added: Comments](#i85bd4a240c8949c6bb38726e6c1b4bf4_22)] | | | | | | [removed: [24](#i0ccd28338f5f4300ad3816dbb40684f0_19)] [added: [24](#i85bd4a240c8949c6bb38726e6c1b4bf4_22)] | | |

| [3. Legal [removed: Proceedings](#i0ccd28338f5f4300ad3816dbb40684f0_25)] [added: Proceedings](#i85bd4a240c8949c6bb38726e6c1b4bf4_28)] | | | | | | [removed: [24](#i0ccd28338f5f4300ad3816dbb40684f0_25)] [added: [26](#i85bd4a240c8949c6bb38726e6c1b4bf4_28)] | | |

| [4. Mine Safety [removed: Disclosures](#i0ccd28338f5f4300ad3816dbb40684f0_28)] [added: Disclosures](#i85bd4a240c8949c6bb38726e6c1b4bf4_31)] | | | | | | [removed: [24](#i0ccd28338f5f4300ad3816dbb40684f0_28)] [added: [26](#i85bd4a240c8949c6bb38726e6c1b4bf4_31)] | | |

| [Information about our Executive [removed: Officers](#i0ccd28338f5f4300ad3816dbb40684f0_31)] [added: Officers](#i85bd4a240c8949c6bb38726e6c1b4bf4_34)] | | | | | | [removed: [25](#i0ccd28338f5f4300ad3816dbb40684f0_31)] [added: [27](#i85bd4a240c8949c6bb38726e6c1b4bf4_34)] | | |

| [5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#i0ccd28338f5f4300ad3816dbb40684f0_37)] [added: Securities](#i85bd4a240c8949c6bb38726e6c1b4bf4_40)] | | | | | | [removed: [27](#i0ccd28338f5f4300ad3816dbb40684f0_37)] [added: [28](#i85bd4a240c8949c6bb38726e6c1b4bf4_40)] | | |

| [7. Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i0ccd28338f5f4300ad3816dbb40684f0_46)] [added: Operations](#i85bd4a240c8949c6bb38726e6c1b4bf4_46)] | | | | | | [removed: [29](#i0ccd28338f5f4300ad3816dbb40684f0_46)] [added: [30](#i85bd4a240c8949c6bb38726e6c1b4bf4_46)] | | |

| [7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#i0ccd28338f5f4300ad3816dbb40684f0_55)] [added: Risk](#i85bd4a240c8949c6bb38726e6c1b4bf4_55)] | | | | | | [removed: [43](#i0ccd28338f5f4300ad3816dbb40684f0_55)] [added: [44](#i85bd4a240c8949c6bb38726e6c1b4bf4_55)] | | |

| [8. Financial Statements and Supplementary [removed: Data](#i0ccd28338f5f4300ad3816dbb40684f0_58)] [added: Data](#i85bd4a240c8949c6bb38726e6c1b4bf4_58)] | | | | | | [removed: [44](#i0ccd28338f5f4300ad3816dbb40684f0_58)] [added: [45](#i85bd4a240c8949c6bb38726e6c1b4bf4_58)] | | |

| [9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i0ccd28338f5f4300ad3816dbb40684f0_145)] [added: Disclosure](#i85bd4a240c8949c6bb38726e6c1b4bf4_145)] | | | | | | [removed: [81](#i0ccd28338f5f4300ad3816dbb40684f0_145)] [added: [80](#i85bd4a240c8949c6bb38726e6c1b4bf4_145)] | | |

| [9A. Controls and [removed: Procedures](#i0ccd28338f5f4300ad3816dbb40684f0_148)] [added: Procedures](#i85bd4a240c8949c6bb38726e6c1b4bf4_148)] | | | | | | [removed: [81](#i0ccd28338f5f4300ad3816dbb40684f0_148)] [added: [80](#i85bd4a240c8949c6bb38726e6c1b4bf4_148)] | | |

| [9B. Other [removed: Information](#i0ccd28338f5f4300ad3816dbb40684f0_151)] [added: Information](#i85bd4a240c8949c6bb38726e6c1b4bf4_151)] | | | | | | [removed: [83](#i0ccd28338f5f4300ad3816dbb40684f0_151)] [added: [82](#i85bd4a240c8949c6bb38726e6c1b4bf4_151)] | | |

| [9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i0ccd28338f5f4300ad3816dbb40684f0_154)] [added: Inspections](#i85bd4a240c8949c6bb38726e6c1b4bf4_154)] | | | | | | [removed: [83](#i0ccd28338f5f4300ad3816dbb40684f0_154)] [added: [82](#i85bd4a240c8949c6bb38726e6c1b4bf4_154)] | | |

| [PART [removed: III](#i0ccd28338f5f4300ad3816dbb40684f0_157)] [added: III](#i85bd4a240c8949c6bb38726e6c1b4bf4_157)] | | | | | | | | |

| [10. Directors, Executive Officers, and Corporate [removed: Governance](#i0ccd28338f5f4300ad3816dbb40684f0_160)] [added: Governance](#i85bd4a240c8949c6bb38726e6c1b4bf4_160)] | | | | | | [removed: [83](#i0ccd28338f5f4300ad3816dbb40684f0_160)] [added: [82](#i85bd4a240c8949c6bb38726e6c1b4bf4_160)] | | |

| [11. Executive [removed: Compensation](#i0ccd28338f5f4300ad3816dbb40684f0_163)] [added: Compensation](#i85bd4a240c8949c6bb38726e6c1b4bf4_163)] | | | | | | [removed: [83](#i0ccd28338f5f4300ad3816dbb40684f0_163)] [added: [82](#i85bd4a240c8949c6bb38726e6c1b4bf4_163)] | | |

| [12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i0ccd28338f5f4300ad3816dbb40684f0_166)] [added: Matters](#i85bd4a240c8949c6bb38726e6c1b4bf4_166)] | | | | | | [removed: [83](#i0ccd28338f5f4300ad3816dbb40684f0_166)] [added: [82](#i85bd4a240c8949c6bb38726e6c1b4bf4_166)] | | |

| [13. Certain Relationships and Related Transactions, and Director [removed: Independence](#i0ccd28338f5f4300ad3816dbb40684f0_169)] [added: Independence](#i85bd4a240c8949c6bb38726e6c1b4bf4_169)] | | | | | | [removed: [83](#i0ccd28338f5f4300ad3816dbb40684f0_169)] [added: [82](#i85bd4a240c8949c6bb38726e6c1b4bf4_169)] | | |

| [14. Principal Accounting Fees and [removed: Services](#i0ccd28338f5f4300ad3816dbb40684f0_172)] [added: Services](#i85bd4a240c8949c6bb38726e6c1b4bf4_172)] | | | | | | [removed: [83](#i0ccd28338f5f4300ad3816dbb40684f0_172)] [added: [82](#i85bd4a240c8949c6bb38726e6c1b4bf4_172)] | | |

| [PART [removed: IV](#i0ccd28338f5f4300ad3816dbb40684f0_175)] [added: IV](#i85bd4a240c8949c6bb38726e6c1b4bf4_175)] | | | | | | | | |

| [15. Exhibits, Financial Statement [removed: Schedules](#i0ccd28338f5f4300ad3816dbb40684f0_178)] [added: Schedules](#i85bd4a240c8949c6bb38726e6c1b4bf4_178)] | | | | | | [removed: [84](#i0ccd28338f5f4300ad3816dbb40684f0_178)] [added: [83](#i85bd4a240c8949c6bb38726e6c1b4bf4_178)] | | |

| [16. Form 10-K [removed: Summary](#i0ccd28338f5f4300ad3816dbb40684f0_181)] [added: Summary](#i85bd4a240c8949c6bb38726e6c1b4bf4_181)] | | | | | | [removed: [89](#i0ccd28338f5f4300ad3816dbb40684f0_181)] [added: [89](#i85bd4a240c8949c6bb38726e6c1b4bf4_181)] | | |

| [removed: [Signatures](#i0ccd28338f5f4300ad3816dbb40684f0_184)] [added: [Signatures](#i85bd4a240c8949c6bb38726e6c1b4bf4_184)] | | | | | | [removed: [90](#i0ccd28338f5f4300ad3816dbb40684f0_184)] [added: [90](#i85bd4a240c8949c6bb38726e6c1b4bf4_184)] | | |

These forward-looking statements [added: may] include, without limitation, statements regarding our financial position, business strategy and the plans and objectives of management for our future operations; [added: future liabilities and other obligations;] anticipated trends and prospects in the industries in which our business operates; [removed: and] new products, services and related [removed: strategies.][added: strategies; and capital allocation, including share repurchases and dividends.]

These statements [added: may] constitute projections, forecasts and forward-looking statements, and are not guarantees of performance.

These [added: forward-looking] statements [removed: are based on management's] [added: reflect management’s] current [removed: expectations and beliefs and are] [added: views with respect to future events,] subject to uncertainty and changes in [removed: circumstances] [added: circumstances,] and [removed: speak only] [added: are based on assumptions] as of the date [removed: hereof.][added: of this Annual Report on Form 10-K.]

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

- our ability to respond to general [removed: economic conditions,] [added: macroeconomic conditions and geopolitical uncertainties,] including financial market volatility and disruption, [removed: elevated levels of inflation,] [added: inflationary concerns, interest] and [removed: declining] [added: currency exchange rates, and uncertain] economic conditions in the United States and abroad;

- our ability to [added: effectively] manage our [removed: growth and related expectations effectively;][added: growth;]

- [added: our ability to respond to] changes to customer or supplier mix and payment [removed: terms;][added: terms, or to changes to manufacturer pricing;]

- risks associated with our strategic, long-term relationship with [removed: WBA,] [added: Walgreens Boots Alliance, Inc. ("WBA"),] including with respect to the pharmaceutical distribution agreement and/or the global generic purchasing services [removed: arrangement, and WBA sales or pledges of, or related activity for, our common stock;][added: arrangement;]

- [removed: the] [added: risks that] acquisitions of or investments in businesses, including the acquisitions of [removed: the] Alliance Healthcare and PharmaLex, [removed: and] the investment in OneOncology, [removed: that do not perform as expected,] [added: and the potential acquisition of Retina Consultants of America,] fail to achieve expected or targeted future financial and operating performance and [removed: 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;][added: results;]

- [removed: managing] [added: our ability to manage] foreign expansion, including non-compliance with the U.S. Foreign Corrupt Practices Act, anti-bribery laws, economic sanctions and import laws and regulations;

- [added: our ability to comply with] increasing governmental regulations regarding the pharmaceutical supply chain;

- [added: uncertainties associated with litigation, including the outcome of any legal or governmental proceedings that may be instituted against us,] continued prosecution or suit by federal and state governmental entities and other parties [removed: (including third-party payors, hospitals, hospital groups and individuals)] of alleged violations of laws and regulations regarding controlled substances, and any related [removed: disputes, including shareholder derivative lawsuits;][added: disputes;]

| [PART I](#i85bd4a240c8949c6bb38726e6c1b4bf4_13) | | | | | | | | |

| [1. Business](#i85bd4a240c8949c6bb38726e6c1b4bf4_16) | | | | | | [1](#i85bd4a240c8949c6bb38726e6c1b4bf4_16) | | |

| [1C. Cybersecurity](#i85bd4a240c8949c6bb38726e6c1b4bf4_1481) | | | | | | [24](#i85bd4a240c8949c6bb38726e6c1b4bf4_1481) | | |

| [2. Properties](#i85bd4a240c8949c6bb38726e6c1b4bf4_25) | | | | | | [26](#i85bd4a240c8949c6bb38726e6c1b4bf4_25) | | |

| [PART II](#i85bd4a240c8949c6bb38726e6c1b4bf4_37) | | | | | | | | |

| [6. \[Reserved\]](#i85bd4a240c8949c6bb38726e6c1b4bf4_43) | | | | | | [30](#i85bd4a240c8949c6bb38726e6c1b4bf4_43) | | |

- our ability to maintain the strength and security of information technology systems;

- any inability or failure by us or third-party business partners to anticipate or detect data or information security breaches or other cyber-attacks;

- the bankruptcy, insolvency, or other credit failure of a major supplier or significant customer;

- our ability to address events outside of our control, such as widespread public health issues, natural disasters, government policy changes, and political events; and

Additional factors include those described in this Annual Report on Form 10-K, including under the captions "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Business," in our subsequent quarterly reports on Form 10-Q, including under the captions "Risk Factors" and “Management's Discussion and Analysis of Financial Condition and Results of Operations," and in our subsequent filings and reports made with the Securities and Exchange Commission.

Unless required by federal securities laws, we assume no obligation to update any of these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated, to reflect circumstances or events that occur after the statements are made.

| [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) | | |

- 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 manage and complete divestitures;

- 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;

- 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;

- our stock price and our ability to access capital markets;

- 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;

- 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;

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

- our ability to protect our reputation and intellectual property rights;

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

- other economic, business, competitive, legal, tax, regulatory and/or operational factors affecting the Company’s business generally.

These forward-looking statements are based on information available as of the date of this Annual Report on Form 10-K and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties.

Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

As one of the largest global pharmaceutical sourcing and distribution services companies engaged in helping both healthcare providers and pharmaceutical and biotechnology manufacturers, we are exposed to various cybersecurity threats.

These threats include both those typical of companies operating in many industries, like ransomware and denial-of-service attacks, as well as more sophisticated and persistent threats from highly organized adversaries that specifically target the healthcare sector and other critical infrastructure.

Our suppliers, third-party vendors, service providers, customers, and other business partners (collectively, our "third-party business partners") are also vulnerable to similar cybersecurity risks, and any cyber incident affecting us and/or our third-party business partners could significantly disrupt our operations.

In light of these risks, cybersecurity is a priority for the Company, management, and our Board of Directors (the "Board"), and we believe that it is essential for us to invest substantial resources in our cybersecurity efforts.

Risk Management and Strategy

Cybersecurity risk management is integral to our enterprise risk management strategy.

Our management, with involvement and input from external consultants and advisors, and oversight from our Board, regularly performs an enterprise-wide risk assessment to identify key existing and emerging risks.

To oversee cybersecurity risk at the management level, we employ a Chief Data and Information Officer ("CDIO") and a Chief Information Security Officer ("CISO").

The CDIO is responsible for the global data landscape and IT systems across our business units, including information security.

The CISO leads our Information Security team.

The CISO and his team are responsible for administering our comprehensive, company-wide information security program, which includes strategy, regulatory intelligence, IT risk management, policy development, security engineering, cyber threat detection, response, and operations.

Our information security program is based upon, informed by, and responsive to industry best practice frameworks such as HITRUST CSF and ISO 27001.

Our program undergoes an internal annual review that is conducted by our CISO, as well as an annual third-party external review.

Additionally, we leverage a diverse array of internal and external assessors, consultants, auditors, and other third parties to identify opportunities for improvements to our information security program through methods such as penetration testing, independent audits, and consulting on best practices to address emerging risks and challenges.

These assessments encompass evaluations of both the design and operational effectiveness of our security measures.

Additionally, we are a member of H-ISAC, an industry cybersecurity intelligence and risk-sharing organization, which enables us to stay informed about developments, trends, and risks in the cybersecurity threat landscape and consider any necessary updates to our information security program related thereto.

We are committed to employing cybersecurity best practices and have obtained and maintain multiple industry best practice cybersecurity certifications such as ISO 27001and SOC1/SOC2.

Under the leadership of our CDIO and CISO, and with oversight, as appropriate, from the Board’s Audit Committee, we have developed a Cybersecurity Incident Response Process (the "Response Process"), which sets forth a detailed and comprehensive framework for the actions to be taken in response to a cybersecurity incident and includes appropriate escalations to the Company’s senior management, including our ECCRT (as defined below), and the Board.

Under the guidance of our CISO, the Response Plan is routinely evaluated and updated as appropriate.

In addition to our Response Plan, which is employed in the event of a cybersecurity incident, we take preventative measures that are designed to mitigate the likelihood and prevalence of cybersecurity incidents.

For example, we believe that enterprise-wide cybersecurity and privacy training serve an important role in risk reduction.

Accordingly, we require employees to complete periodic access-based and role-based privacy and cybersecurity training.

These trainings are routinely updated to reflect changes in the threat environment, assessment, and/or audit findings, laws, and regulations.

We also engage and educate employees through cybersecurity and privacy awareness programs and communication campaigns.

We recognize that our cybersecurity risk profile extends beyond our organization.

As such, we strive to manage cybersecurity risks associated with our third-party business partners and external users of our systems.

Our third-party business partner risk management program is built upon, informed by, and responsive to industry best practices.

This program is designed to conduct appropriate due diligence on the third-party business partners with whom we engage and conduct business, as well as on the systems and the cybersecurity controls of such third-party business partners.

Specifically, to evaluate third-party cybersecurity controls, we utilize third-party cybersecurity monitoring and alerting tools, cybersecurity due diligence questionnaires, and request and review third-party audit reports and assurance certifications if they exist.

Our information systems have been subject to cybersecurity incidents in the past, including the incident disclosed in February 2024 relating to certain exfiltrated data.

The incident has not had a material impact on the Company’s operations and, as previously disclosed, we do not believe that the incident is reasonably likely to materially impact our financial condition or results of operations.

However, there is no guarantee that future cybersecurity incidents will not have a material impact.

Despite our comprehensive approach to cybersecurity, we may not be able to prevent or mitigate a cybersecurity incident that could materially impact our business, results of operations, or financial condition.

While we hold cybersecurity insurance, the expenses associated with cybersecurity threats or disruptions may not be completely covered by our policy.

See "Risk Factors" in Item 1A of Part I above for additional information on risks related to our business, including for example, risks related to privacy and data protection, cybersecurity incidents, third-party relationships, and continuity of our information systems and networks, operational technology, and technology products or services.

Board Governance and Management

As described above, our CDIO leads management’s assessment and management of cybersecurity with the assistance of our CISO, who reports directly to the CDIO and meets with the CDIO on a regular basis to discuss pertinent risks, mitigation factors, remediation status, and risk acceptance.

The CDIO, who reports directly to our President and Chief Executive Officer, is a member of the Executive Leadership Team (the "ELT") and provides updates to the ELT about cybersecurity matters.

Our CDIO has more than 25 plus years of experience managing technology and risks and advising on cybersecurity issues, and our CISO has more than 25 plus years of IT and relevant cybersecurity experience.

Additionally, we have established the Extended Cyber Crisis Response Team ("ECCRT").

As of September 30, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] our animal health business operations were conducted in the United States and in the United Kingdom.

As of September 30, [removed: 2023,] [added: 2024,] the International Healthcare Solutions distribution operations were conducted in Canada, the Czech Republic, 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: 2023.][added: 2024.]

| [removed: Steven H. Collis] [added: Robert P. Mauch] | | | | | | [removed: 62] [added: 57] | | | | | | [removed: Chairman, President,] [added: President] and Chief Executive Officer | | |

| Silvana Battaglia | | | | | | [removed: 56] [added: 57] | | | | | | Executive Vice President and Chief Human Resources Officer | | |

| Elizabeth S. Campbell | | | | | | [removed: 49] [added: 50] | | | | | | Executive Vice President and Chief Legal Officer | | |

| [removed: Gina K. Clark] [added: James F. Cleary] | | | | | | [removed: 66] [added: 61] | | | | | | Executive Vice President and Chief [removed: Communications & Administration] [added: Financial] Officer | | |

[removed: | Robert P. Mauch | | | | | | 56 | | | | | |] [added: Prior to that, he served as] Executive Vice President and Chief Operating Officer [removed: | | |][added: from October 2022 to September 2024.]

Mr. [removed: Collis] [added: Mauch] has been President and Chief Executive Officer of the Company [removed: since July 2011] and [removed: Chairman] [added: a member of the Board] since [removed: March 2016.][added: October 2024.]

Ms. Campbell has been employed by the Company for [removed: 13] [added: 14] years.

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

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

| Steven H. Collis | | | | | | 63 | | | | | | Executive Chairman of the Board | | |

Mr. Collis has been Executive Chairman of the Board since October 2024.

He served as President and Chief Executive Officer of the Company from July 2011 to September 2024 and as Chairman from March 2016 to September 2024.

| James F. Cleary | | | | | | 60 | | | | | | Executive Vice President and Chief Financial Officer | | |

| Leslie E. Donato | | | | | | 54 | | | | | | Executive Vice President and Chief Strategy Officer | | |

Ms. Clark has been Executive Vice President since November 2014 and became Chief Communication & Administration Officer in June 2017.

She served as Chief Marketing Officer from November 2014 to June 2017.

Ms. Clark was named Senior Vice President and Chief Marketing Officer in June 2011.

She previously served as Senior Vice President of Marketing and Business Development for AmerisourceBergen Specialty Group from January 2007 to June 2011.

Prior to joining the Company, she worked in executive leadership roles at Premier Inc. and HealthSouth, including Senior Vice President of Marketing and Alliance Relations, Group Vice President of Relationship Management, and Senior Vice President of Managed Care and National Contracting.

Ms. Donato has been Executive Vice President and Chief Strategy Officer since July 2019.

Prior to joining the Company, she held various leadership roles at Bayer from May 2009 to May 2019, including Vice President of Strategy, Pharmaceuticals Division, Vice President of Strategy, Bayer Healthcare US, and Vice President & General Manager of Neurology & Hematology.

She also worked for McKinsey & Company where she was a Partner in the Healthcare Practice.

Mr. Mauch has been Executive Vice President since February 2015 and became Chief Operating Officer in October 2022.

Marketing, AmerisourceBergen Drug Corporation from May 2010 to April 2011.

[removed: Effective August 30, 2023, the] [added: The] Company's common stock is traded on the New York Stock Exchange under the trading symbol "COR." [removed: 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: 2023,] [added: 2024,] there were [removed: 2,170] [added: 2,251] record holders of the Company's common stock.

The following sets forth the total number of shares purchased, the average price paid per share, the total number of shares purchased as part of publicly announced programs, and the approximate dollar value of shares that may yet be purchased under the programs during each month [removed: during] [added: in] the quarter ended September 30, [removed: 2023.][added: 2024.]

[removed: (a)In May 2022,] [added: a.In March 2023,] the Company's Board of Directors authorized a 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 [removed: the] fiscal [removed: year ended September 30, 2023,] [added: 2024,] the Company purchased [removed: 6.0] [added: 3.9] million shares of its common stock for [removed: a total of $961.3] [added: $809.0] million, including [removed: 5.5] [added: 2.5] million shares from WBA for [removed: $882.5] [added: $522.6] million, to complete its authorization under this program.

[removed: (b)In] [added: b.In] March [removed: 2023,] [added: 2024,] the Company's Board of Directors authorized a new share repurchase program allowing the Company to purchase up to [removed: $1.0] [added: $2.0] billion of its outstanding [removed: shares of] common stock, subject to market conditions.

During [removed: the] fiscal [removed: year ended September 30, 2023,] [added: 2024,] the Company purchased [removed: 1.0] [added: 3.0] million shares of its common stock for [removed: a total of $191.0] [added: $682.3] million, including [removed: 0.9] [added: 1.9] million shares from WBA for [removed: $167.5] [added: $427.4] million.

As of September 30, [removed: 2023,] [added: 2024,] the Company had [removed: $809.0] [added: $1,317.7] million [removed: of] availability under this program.

From October 1, [removed: 2023] [added: 2024] through November [removed: 20, 2023,] [added: 22, 2024,] the Company purchased 1.7 million shares of its common stock for a total of [removed: $325.3 million, including 1.3 million shares from WBA for $250.0] [added: $385.4] million.

[removed: (c)Employees] [added: c.Employees] surrendered [removed: 472,878] [added: 325,402] shares during [removed: the] fiscal [removed: year ended September 30, 2023] [added: 2024] to meet minimum tax-withholding obligations upon vesting of restricted stock.

This graph depicts the Company's five-year cumulative total stockholder returns relative to the performance of the Standard and Poor's 500 Composite Stock Index and the S&P Health Care Index from the market close on September 30, [removed: 2018] [added: 2019] to September 30, [removed: 2023.][added: 2024.]

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: 2018.][added: 2019.]

[removed: ][added: ]

| | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | |

* $100 invested on September 30, [removed: 2018] [added: 2019] in stock or index, including reinvestment of dividends.

| November 2024 | | | | | | $0.550 | | | | | | $0.510 | | | | | | 8% | | |

| July 1 to July 31 | | | | | | 13,280 | | | | | | $ | 223.53 | | | | | — | | | | | | $ | 1,822,645,902 | |

| August 1 to August 31 | | | | | | 1,040,929 | | | | | | $ | 240.57 | | | | | 1,039,242 | | | | | | $ | 1,572,645,847 | |

| September 1 to September 30 | | | | | | 1,125,605 | | | | | | $ | 226.51 | | | | | 1,125,605 | | | | | | $ | 1,317,683,923 | |

| Total | | | | | | 2,179,814 | | | | | | | | | | | | 2,164,847 | | | | | | | | |

| Cencora, Inc. | | | | | | $ | 100.00 | | | | | $ | 119.85 | | | | | $ | 150.05 | | | | | $ | 172.22 | | | | | $ | 231.72 | | | | | $ | 292.48 | |

| S&P 500 | | | | | | $ | 100.00 | | | | | $ | 115.15 | | | | | $ | 149.70 | | | | | $ | 126.54 | | | | | $ | 153.89 | | | | | $ | 209.84 | |

| S&P Health Care | | | | | | $ | 100.00 | | | | | $ | 120.11 | | | | | $ | 147.21 | | | | | $ | 142.25 | | | | | $ | 153.89 | | | | | $ | 187.27 | |

| November 2020 | | | | | | $0.440 | | | | | | $0.420 | | | | | | 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 | | | | | | | | |

| 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 | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i0ccd28338f5f4300ad3816dbb40684f0_61)] [added: Firm](#i85bd4a240c8949c6bb38726e6c1b4bf4_61)] (PCAOB ID: 0042) | | | | | | [removed: [45](#i0ccd28338f5f4300ad3816dbb40684f0_61)] [added: [46](#i85bd4a240c8949c6bb38726e6c1b4bf4_61)] | | |

| [Consolidated Financial [removed: Statements:](#i0ccd28338f5f4300ad3816dbb40684f0_64)] [added: Statements:](#i85bd4a240c8949c6bb38726e6c1b4bf4_64)] | | | | | | | | |

| [Consolidated Balance Sheets as of September 30, [removed: 2023 and 2022](#i0ccd28338f5f4300ad3816dbb40684f0_67)] [added: 202](#i85bd4a240c8949c6bb38726e6c1b4bf4_67)[4](#i85bd4a240c8949c6bb38726e6c1b4bf4_67) [and 202](#i85bd4a240c8949c6bb38726e6c1b4bf4_67)[3](#i85bd4a240c8949c6bb38726e6c1b4bf4_67)] | | | | | | [removed: [48](#i0ccd28338f5f4300ad3816dbb40684f0_67)] [added: [49](#i85bd4a240c8949c6bb38726e6c1b4bf4_67)] | | |

| [Consolidated Statements of Operations for the fiscal years ended September 30, [removed: 2023, 2022, and 2021](#i0ccd28338f5f4300ad3816dbb40684f0_70)] [added: 202](#i85bd4a240c8949c6bb38726e6c1b4bf4_70)[4](#i85bd4a240c8949c6bb38726e6c1b4bf4_70)[, 202](#i85bd4a240c8949c6bb38726e6c1b4bf4_70)[3](#i85bd4a240c8949c6bb38726e6c1b4bf4_70)[, and](#i85bd4a240c8949c6bb38726e6c1b4bf4_70) [2022](#i85bd4a240c8949c6bb38726e6c1b4bf4_70)] | | | | | | [removed: [49](#i0ccd28338f5f4300ad3816dbb40684f0_70)] [added: [50](#i85bd4a240c8949c6bb38726e6c1b4bf4_70)] | | |

| [Consolidated Statements of Comprehensive Income for the fiscal years ended September 30, [removed: 2023, 2022,] [added: 202](#i85bd4a240c8949c6bb38726e6c1b4bf4_73)[4](#i85bd4a240c8949c6bb38726e6c1b4bf4_73)[, 202](#i85bd4a240c8949c6bb38726e6c1b4bf4_73)[3](#i85bd4a240c8949c6bb38726e6c1b4bf4_73)[,] and [removed: 2021](#i0ccd28338f5f4300ad3816dbb40684f0_73)] [added: 20](#i85bd4a240c8949c6bb38726e6c1b4bf4_73)[22](#i85bd4a240c8949c6bb38726e6c1b4bf4_73)] | | | | | | [removed: [50](#i0ccd28338f5f4300ad3816dbb40684f0_73)] [added: [51](#i85bd4a240c8949c6bb38726e6c1b4bf4_73)] | | |

| [Consolidated Statements of Changes in Stockholders' Equity for the fiscal years ended September 30, [removed: 2023, 2022,] [added: 202](#i85bd4a240c8949c6bb38726e6c1b4bf4_76)[4](#i85bd4a240c8949c6bb38726e6c1b4bf4_76)[, 202](#i85bd4a240c8949c6bb38726e6c1b4bf4_76)[3](#i85bd4a240c8949c6bb38726e6c1b4bf4_76)[,] and [removed: 2021](#i0ccd28338f5f4300ad3816dbb40684f0_76)] [added: 20](#i85bd4a240c8949c6bb38726e6c1b4bf4_76)[22](#i85bd4a240c8949c6bb38726e6c1b4bf4_76)] | | | | | | [removed: [51](#i0ccd28338f5f4300ad3816dbb40684f0_76)] [added: [52](#i85bd4a240c8949c6bb38726e6c1b4bf4_76)] | | |

| [Consolidated Statements of Cash Flows for the fiscal years ended September 30, [removed: 2023, 2022,] [added: 202](#i85bd4a240c8949c6bb38726e6c1b4bf4_82)[4](#i85bd4a240c8949c6bb38726e6c1b4bf4_82)[, 202](#i85bd4a240c8949c6bb38726e6c1b4bf4_82)[3](#i85bd4a240c8949c6bb38726e6c1b4bf4_82)[,] and [removed: 2021](#i0ccd28338f5f4300ad3816dbb40684f0_82)] [added: 20](#i85bd4a240c8949c6bb38726e6c1b4bf4_82)[22](#i85bd4a240c8949c6bb38726e6c1b4bf4_82)] | | | | | | [removed: [52](#i0ccd28338f5f4300ad3816dbb40684f0_82)] [added: [53](#i85bd4a240c8949c6bb38726e6c1b4bf4_82)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i0ccd28338f5f4300ad3816dbb40684f0_85)] [added: Statements](#i85bd4a240c8949c6bb38726e6c1b4bf4_85)] | | | | | | [removed: [53](#i0ccd28338f5f4300ad3816dbb40684f0_85)] [added: [54](#i85bd4a240c8949c6bb38726e6c1b4bf4_85)] | | |

We have audited the accompanying consolidated balance sheets of Cencora, Inc. and subsidiaries (the Company) as of September 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of operations, comprehensive income, [added: changes in] stockholders’ equity and cash flows for each of the three years in the period ended September 30, [removed: 2023,] [added: 2024,] and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at September 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended September 30, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] based on criteria established in Internal [removed: Control-Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated November [removed: 21, 2023] [added: 26, 2024] expressed an unqualified opinion thereon.

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

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

The communication of [removed: the] critical audit [removed: matter] [added: matters] 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: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosure to which [removed: it relates.][added: they relate.]

| *Description of the Matter* | | | As discussed in Note 13 of the consolidated financial statements, the Company is involved in a significant number of lawsuits and government investigations relating to the distribution of prescription opioid pain medications and other controlled substances [removed: (“opioid] [added: ("opioid] litigation and [removed: investigations”).] [added: 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: In] [added: As discussed in Note 4, in] connection with [removed: these liabilities,] the [added: recognized liabilities for settled opioid lawsuits, the] Company 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. | | |

| *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 and presentation and disclosure of the opioid litigation and investigations liability and related uncertain tax position. This included testing controls related to the Company’s process for identification, recognition, 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 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 and investigations liability and the related financial statement [removed: footnote] disclosures. | | |

| | | | To test the Company’s opioid litigation and investigations liability, our substantive audit procedures included, among others, testing the completeness of the contingencies subject to evaluation by the Company and evaluating the Company’s analysis of its assessment of the probability of outcome for each material legal [removed: contingency,] [added: contingency] through inspection of responses to inquiry letters sent to both internal and external legal counsel, discussions with internal general counsel and external legal counsel to confirm our understanding of the allegations and any settlement discussions, inspection of proposed settlement agreements, and obtaining written representations from executives of the Company. We also compared the Company’s assessment with its relevant history of similar legal contingencies that have been settled or otherwise resolved to evaluate the consistency of the Company’s assessment for unsettled opioid litigation and investigations. | | |

| | | | For those legal contingencies for which the Company has determined that a loss is probable and reasonably estimable and is therefore required to be recognized, [added: we evaluated the method of measuring the amounts of the recorded] and [removed: for] [added: disclosed contingencies. For] those legal contingencies for which the Company has determined that a loss is [removed: either probable or] reasonably possible, [removed: but the Company is unable to estimate the range of loss,] and is therefore required to be disclosed, we evaluated the [removed: method of measuring the amounts] [added: methods for determining whether a range] of [removed: the recorded] [added: loss can be estimated] and [removed: disclosed contingencies.] [added: the related disclosures.] 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, [removed: direct] discussions with internal [added: general counsel and external] legal counsel, inspection of [removed: 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. | | |

| | | | [removed: We] [added: To test the uncertain tax position, we] involved our tax subject matter professionals in assessing the technical merits and measurement of the Company’s tax positions related to the opioid litigation and investigation liability. We examined the Company’s analyses and evaluated the underlying facts upon which the tax positions were based. We used our knowledge of historical settlement activity in similar matters involving legal settlements to evaluate the Company’s measurement of the uncertain tax position associated with the opioid 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. | | |

| (in thousands, except share and per share data) | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Cash and cash equivalents | | | | | | $ | [added: 3,132,648 | | | | | $ |] 2,592,051 | | | | | $ | 3,388,189 | | [added: | | | $ | 2,547,142 | |]

| Accounts receivable, less allowances for returns and credit losses: [removed: 2023] [added: 2024] — [removed: $1,433,396; 2022] [added: $1,308,018; 2023] — [removed: $1,626,729] [added: $1,433,396] | | | | | | [removed: 20,911,081] [added: 23,871,815] | | | | | | [removed: 18,452,675] [added: 20,911,081] | | |

| Inventories | | | | | | [removed: 17,454,768] [added: 18,998,833] | | | | | | [removed: 15,556,394] [added: 17,454,768] | | |

| Right to recover assets | | | | | | [removed: 1,314,857] [added: 1,175,871] | | | | | | [removed: 1,532,061] [added: 1,314,857] | | |

| Income tax receivable | | | | | | [removed: 77,120] [added: 88,229] | | | | | | [removed: 172,568] [added: 77,120] | | |

| Prepaid expenses and other | | | | | | [removed: 448,949] [added: 450,417] | | | | | | [removed: 487,871] [added: 448,949] | | |

| Total current assets | | | | | | [removed: 42,798,826] [added: 47,717,813] | | | | | | [removed: 39,589,758] [added: 42,798,826] | | |

| Property and equipment, net | | | | | | [removed: 2,135,171] [added: 2,181,410] | | | | | | [removed: 2,135,003] [added: 2,135,171] | | |

| Goodwill | | | | | | [removed: 9,574,117] [added: 9,318,027] | | | | | | [removed: 8,503,886] [added: 9,574,117] | | |

| Other intangible assets | | | | | | [removed: 4,431,783] [added: 4,001,046] | | | | | | [removed: 4,332,737] [added: 4,431,783] | | |

| Deferred income taxes | | | | | | [removed: 200,667] [added: 246,348] | | | | | | [removed: 237,571] [added: 200,667] | | |

| Other assets | | | | | | [removed: 3,418,182] [added: 3,637,023] | | | | | | [removed: 1,761,661] [added: 3,418,182] | | |

| TOTAL ASSETS | | | | | | $ | [removed: 62,558,746] [added: 67,101,667] | | | | | $ | [removed: 56,560,616] [added: 62,558,746] | |

| Accounts payable | | | | | | $ | [removed: 45,836,037] [added: 50,942,162] | | | | | $ | [removed: 40,192,890] [added: 45,836,037] | |

| Accrued expenses and other | | | | | | [removed: 2,353,817] [added: 2,758,560] | | | | | | [removed: 2,214,592] [added: 2,353,817] | | |

| Short-term debt | | | | | | [removed: 641,344] [added: 576,331] | | | | | | [removed: 1,070,473] [added: 641,344] | | |

| Total current liabilities | | | | | | [removed: 48,831,198] [added: 54,277,053] | | | | | | [removed: 43,477,955] [added: 48,831,198] | | |

| Long-term debt | | | | | | [removed: 4,146,113] [added: 3,811,745] | | | | | | [removed: 4,632,360] [added: 4,146,113] | | |

| Accrued income taxes | | | | | | [removed: 310,676] [added: 291,796] | | | | | | [removed: 320,274] [added: 310,676] | | |

| Deferred income taxes | | | | | | [removed: 1,657,944] [added: 1,643,746] | | | | | | [removed: 1,620,413] [added: 1,657,944] | | |

| | | | | | |

| | | | Goodwill Impairment Evaluation of the PharmaLex Reporting Unit | | |

| *Description of the Matter* | | | At September 30, 2024, the Company’s consolidated goodwill balance was $9,318 million. As discussed in Note 2 to the consolidated financial statements, the Company’s goodwill is tested for impairment at least annually, or whenever events or circumstances indicate that the value of goodwill may be impaired. If goodwill is determined to be impaired, an impairment loss is measured at the amount by which the reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. The Company performed a quantitative analysis of the PharmaLex reporting unit as of its annual goodwill impairment assessment date of July 1, 2024. Based on the Company’s assessment, the estimated fair value of the reporting unit was determined to be less than its carrying value. As a result, a pre-tax goodwill impairment charge of $418 million was recognized. | | |

| | | | | | |

| | | | Auditing the Company’s goodwill impairment assessment for the PharmaLex reporting unit was complex and highly judgmental due to the significant judgments and estimation required by management in determining the fair value of the reporting unit, which is based on assumptions about future market or economic conditions and company-specific qualitative factors whose outcome is uncertain and will therefore be subject to change over time. In particular, the fair value estimate of the reporting unit involves the use of significant unobservable inputs and is sensitive to changes in significant assumptions, such as the revenue growth rate, discount rate and earnings before interest, taxes, depreciation and amortization ("EBITDA") margin. | | |

| | | | | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s annual goodwill impairment assessment process, which included the PharmaLex reporting unit. For example, we tested controls over management’s review of the fair value of the PharmaLex reporting unit including review of the valuation model, the significant assumptions described above, and the completeness and accuracy of the data used in the valuation. | | |

| | | | | | |

| | | | To test the estimated fair value of the PharmaLex reporting unit, we performed audit procedures that included, among others, assessing the methodologies used to develop the estimated fair value, testing the significant assumptions discussed above, and evaluating the completeness and accuracy of the underlying data used by the Company in its analyses. We compared the significant assumptions used by the Company to forecasted industry and economic trends and peer company information. We performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting unit that would result from changes in the assumptions. We also involved valuation specialists to assist in our evaluation of the overall methodologies and significant assumptions used in the fair value estimate, including performing a comparative calculation of the discount rate. | | |

November 26, 2024

| Noncontrolling interest | | | | | | 140,804 | | | | | | 144,284 | | |

| Net income | | | | | | — | | | | | | — | | | | | | 1,509,120 | | | | | | — | | | | | | — | | | | | | 10,153 | | | | | | 1,519,273 | | |

| Other comprehensive income (loss) | | | | | | — | | | | | | — | | | | | | — | | | | | | 413,489 | | | | | | — | | | | | | (8,662) | | | | | | 404,827 | | |

| Exercises of stock options | | | | | | 4 | | | | | | 37,836 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 37,840 | | |

| Other, net | | | | | | 10 | | | | | | 378 | | | | | | — | | | | | | — | | | | | | — | | | | | | (4,971) | | | | | | (4,583) | | |

| September 30, 2024 | | | | | | $ | 2,962 | | | | | $ | 6,030,790 | | | | | $ | 5,417,139 | | | | | $ | (989,118) | | | | | $ | (9,815,835) | | | | | $ | 140,804 | | | | | $ | 786,742 | |

| Net income | | | | | | $ | 1,519,273 | | | | | $ | 1,732,576 | | | | | $ | 1,666,540 | |

| Non-customer note receivable | | | | | | (50,000) | | | | | | — | | | | | | — | | |

September 30, 2024

In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07")." ASU 2023-07 requires public entities to disclose significant segment expenses on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment's profit or loss that are currently required annually.

ASU 2023-07 is effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024.

Early adoption is permitted.

The guidance should be applied retrospectively to all periods presented in the financial statements.

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

In December 2023, the FASB issued ASU No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09")." ASU 2023-09 requires entities to provide additional information in their tax rate reconciliation and additional disclosures about income taxes paid by jurisdiction.

ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted.

The guidance should be applied prospectively, but entities have the option to apply it retrospectively for each period presented.

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

The Company performed a recoverability assessment of PharmaLex’s long-lived asset group as of July 1, 2024, and it was determined to be recoverable.

Cost for the Company's inventory that is not determined using the LIFO method is stated at the lower of cost or market using the first-in, first-out method or moving average price method.

| (in thousands) | | | | | | 2024 | | | | | | 2023 | | |

The Company completed the purchase price allocations as of December 31, 2023.

Consolidated Balance Sheets.

| (in thousands) | | | | | | 2024 | | | | | | 2023 | | |

| (in thousands) | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| Income tax expense | | | | | | $ | 484,702 | | | | | $ | 428,260 | | | | | $ | 516,517 | |

| Goodwill impairment | | | 4.9 | | | | | | — | | | | | | 0.7 | | |

| Change in valuation allowance | | | (4.2) | | | | | | 0.1 | | | | | | 0.6 | | |

| Other, net | | | 2.4 | | | | | | (1.2) | | | | | | 0.8 | | |

| (in thousands) | | | | | | 2024 | | | | | | 2023 | | |

| | | | | | | | | |

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

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

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

November 21, 2023

| Noncontrolling interests | | | | | | 144,284 | | | | | | 282,832 | | |

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

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

| September 30, 2020 | | | | | | $ | 2,878 | | | | | $ | 5,081,776 | | | | | $ | 518,335 | | | | | $ | (108,830) | | | | | $ | (6,513,083) | | | | | $ | 179,288 | | | | | $ | (839,636) | |

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

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

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

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

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

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

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

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

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

ASU 2016-13 requires financial assets measured at amortized cost to be presented at the net amount expected to be collected.

The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectibility of the reported amounts.

An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances.

ASU 2016-13 was effective for annual reporting periods beginning after December 15, 2019, including interim periods within those fiscal years, and a modified retrospective approach was required, with a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance was effective.

The Company adopted ASU 2016-13 as of October 1, 2020.

In connection with the adoption of ASU 2016-13, the Company recognized a $21.1 million, net of tax of $6.1 million, cumulative adjustment to retained earnings.

For the Company's credit loss policy, refer to the "Concentrations of Credit Risk and Allowance for Credit Losses" section of Note 1.

The Company elected to perform a qualitative impairment assessment of goodwill and indefinite-lived intangible assets in fiscal 2021, with the exception of its testing of goodwill in the AmerisourceBergen Consulting Services (the sum of U.S. Consulting Service and Innomar reporting units, under the Company’s prior reporting structure) and Profarma reporting units.

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

The Company recorded goodwill impairments of $75.9 million and $6.4 million in its Profarma reporting unit in connection with its fiscal 2022 and 2021 impairment tests (see Note 5), respectively.

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

Goodwill resulting from this acquisition is not deductible for income tax purposes.

corresponding offset in Other Assets in the Company's Consolidated Balance Sheet as of September 30, 2023.

Alliance Healthcare Acquisition

On June 1, 2021, the Company acquired a majority of Walgreens Boots Alliance, Inc.'s ("WBA") Alliance Healthcare businesses ("Alliance Healthcare") for $6,662.0 million in cash, $229.1 million of the Company's common stock (2 million shares at the Company's June 1, 2021 opening stock price of $114.54 per share), and $6.1 million of other equity consideration.

The net cash payment was $5,596.7 million, as the Company acquired $922.0 million of cash and cash equivalents and $143.3 million of restricted cash.

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

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

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

The Company funded the cash purchase price through a combination of cash on hand and new debt financing.

The acquisition expands the Company's reach and solutions in pharmaceutical distribution and adds to the Company's depth and breadth of global manufacturer services.

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

There were no changes during the fiscal quarter ended September 30, [removed: 2023] [added: 2024] in the Company's internal control over financial reporting that materially affected, or are reasonably likely to materially affect, those controls.

Cencora's management assessed the effectiveness of Cencora's internal control over financial reporting as of September 30, [removed: 2023.][added: 2024.]

Based on management's assessment and those criteria, management has concluded that Cencora's internal control over financial reporting was effective as of September 30, [removed: 2023.][added: 2024.]

We have audited Cencora, Inc. and subsidiaries’ internal control over financial reporting as of September 30, [removed: 2023,] [added: 2024,] based on criteria established in Internal [removed: Control— Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Cencora, Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of September 30, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] consolidated financial statements of the Company and our report dated November [removed: 21, 2023] [added: 26, 2024] expressed an unqualified opinion thereon.

[removed: |] /s/ Ernst & Young LLP [removed: | | |]

November 26, 2024

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

During the three months ended September 30, [removed: 2023,] [added: 2024,] 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).

Information appearing in our Notice of Annual Meeting of Stockholders and Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders (the [removed: "2024] [added: "2025] Proxy Statement"), including information appearing under "Proxy Statement Summary," "Board and Governance Matters," [added: "Delinquent Section 16(a) Reports,"] and "Audit Committee Matters" is incorporated herein by reference.

We will file the [removed: 2024] [added: 2025] Proxy Statement with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the close of the fiscal year.

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

The Company has adopted a policy statement regarding securities transactions (the "Trading Policy") that applies to all officers, directors, employees, consultants, and contractors of the Company and its subsidiaries, as well as the Company itself.

The Company believes that the Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations with respect to the purchase, sale and/or other dispositions of the Company's securities, as well as the applicable rules and regulations of the New York Stock Exchange.

A copy of the Trading Policy is filed as Exhibit 19 to this Annual Report on Form 10-K.

Information contained in the [removed: 2024] [added: 2025] Proxy Statement, including information appearing under "Board and Governance [removed: Matters"] [added: Matters," "Director Compensation,"] and "Executive Compensation" in the [removed: 2024] [added: 2025] Proxy Statement, is incorporated herein by reference.

Information contained in the [removed: 2024] [added: 2025] Proxy Statement, including information appearing under [removed: "Security] [added: "Stock] Ownership [removed: of Certain Beneficial Owners, Officers and Directors" and "Equity Compensation Plan] Information" in the [removed: 2024] [added: 2025] Proxy Statement, is incorporated herein by reference.

Information contained in the [removed: 2024] [added: 2025] Proxy Statement, including information appearing under "Board and Governance Matters" and "Related Persons Transactions" in the [removed: 2024] [added: 2025] Proxy Statement, is incorporated herein by reference.

Information contained in the [removed: 2024] [added: 2025] Proxy Statement, including information appearing under "Audit Committee Matters" in the [removed: 2024] [added: 2025] Proxy Statement, is incorporated herein by reference.

| [Report of Ernst & Young LLP, Independent Registered Public Accounting [removed: Firm](#i0ccd28338f5f4300ad3816dbb40684f0_61)] [added: Firm](#i85bd4a240c8949c6bb38726e6c1b4bf4_61)] | | | [removed: [45](#i0ccd28338f5f4300ad3816dbb40684f0_61)] [added: [46](#i85bd4a240c8949c6bb38726e6c1b4bf4_61)] | | |

| [Consolidated Balance Sheets as of September 30, [removed: 2023 and 2022](#i0ccd28338f5f4300ad3816dbb40684f0_67)] [added: 202](#i85bd4a240c8949c6bb38726e6c1b4bf4_67)[4](#i85bd4a240c8949c6bb38726e6c1b4bf4_67) [and 20](#i85bd4a240c8949c6bb38726e6c1b4bf4_67)[23](#i85bd4a240c8949c6bb38726e6c1b4bf4_67)] | | | [removed: [48](#i0ccd28338f5f4300ad3816dbb40684f0_67)] [added: [49](#i85bd4a240c8949c6bb38726e6c1b4bf4_67)] | | |

| [Consolidated Statements of Operations for the fiscal years ended September 30, [removed: 2023, 2022 and 2021](#i0ccd28338f5f4300ad3816dbb40684f0_70)] [added: 202](#i85bd4a240c8949c6bb38726e6c1b4bf4_70)[4](#i85bd4a240c8949c6bb38726e6c1b4bf4_70)[, 202](#i85bd4a240c8949c6bb38726e6c1b4bf4_70)[3](#i85bd4a240c8949c6bb38726e6c1b4bf4_70) [and 20](#i85bd4a240c8949c6bb38726e6c1b4bf4_70)[22](#i85bd4a240c8949c6bb38726e6c1b4bf4_70)] | | | [removed: [49](#i0ccd28338f5f4300ad3816dbb40684f0_70)] [added: [50](#i85bd4a240c8949c6bb38726e6c1b4bf4_70)] | | |

| [Consolidated Statements of Comprehensive Income for the fiscal years ended September 30, [removed: 2023, 2022,] [added: 202](#i85bd4a240c8949c6bb38726e6c1b4bf4_73)[4](#i85bd4a240c8949c6bb38726e6c1b4bf4_73)[, 202](#i85bd4a240c8949c6bb38726e6c1b4bf4_73)[3](#i85bd4a240c8949c6bb38726e6c1b4bf4_73)[,] and [removed: 2021](#i0ccd28338f5f4300ad3816dbb40684f0_73)] [added: 20](#i85bd4a240c8949c6bb38726e6c1b4bf4_73)[22](#i85bd4a240c8949c6bb38726e6c1b4bf4_73)] | | | [removed: [50](#i0ccd28338f5f4300ad3816dbb40684f0_73)] [added: [51](#i85bd4a240c8949c6bb38726e6c1b4bf4_73)] | | |

| [Consolidated Statements of Changes in Stockholders' Equity for the fiscal years ended September 30, [removed: 2023, 2022,] [added: 202](#i85bd4a240c8949c6bb38726e6c1b4bf4_76)[4](#i85bd4a240c8949c6bb38726e6c1b4bf4_76)[, 202](#i85bd4a240c8949c6bb38726e6c1b4bf4_76)[3](#i85bd4a240c8949c6bb38726e6c1b4bf4_76)[,] and [removed: 2021](#i0ccd28338f5f4300ad3816dbb40684f0_76)] [added: 20](#i85bd4a240c8949c6bb38726e6c1b4bf4_76)[22](#i85bd4a240c8949c6bb38726e6c1b4bf4_76)] | | | [removed: [51](#i0ccd28338f5f4300ad3816dbb40684f0_76)] [added: [52](#i85bd4a240c8949c6bb38726e6c1b4bf4_76)] | | |

| [Consolidated Statements of Cash Flows for the fiscal years ended September 30, [removed: 2023, 2022,] [added: 202](#i85bd4a240c8949c6bb38726e6c1b4bf4_82)[4](#i85bd4a240c8949c6bb38726e6c1b4bf4_82)[, 202](#i85bd4a240c8949c6bb38726e6c1b4bf4_82)[3](#i85bd4a240c8949c6bb38726e6c1b4bf4_82)[,] and [removed: 2021](#i0ccd28338f5f4300ad3816dbb40684f0_82)] [added: 20](#i85bd4a240c8949c6bb38726e6c1b4bf4_82)[22](#i85bd4a240c8949c6bb38726e6c1b4bf4_82)] | | | [removed: [52](#i0ccd28338f5f4300ad3816dbb40684f0_82)] [added: [53](#i85bd4a240c8949c6bb38726e6c1b4bf4_82)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i0ccd28338f5f4300ad3816dbb40684f0_85)] [added: Statements](#i85bd4a240c8949c6bb38726e6c1b4bf4_85)] | | | [removed: [53](#i0ccd28338f5f4300ad3816dbb40684f0_85)] [added: [54](#i85bd4a240c8949c6bb38726e6c1b4bf4_85)] | | |

| [Schedule II — Valuation and Qualifying [removed: Accounts](#i0ccd28338f5f4300ad3816dbb40684f0_187)] [added: Accounts](#i85bd4a240c8949c6bb38726e6c1b4bf4_187)] | | | [removed: [92](#i0ccd28338f5f4300ad3816dbb40684f0_187)] [added: [92](#i85bd4a240c8949c6bb38726e6c1b4bf4_187)] | | |

| 3.1 | | | [Amended and Restated Certificate of Incorporation of the [removed: Registrant, dated as of August 30, 2023 (incorporated] [added: Registrant,](https://www.sec.gov/Archives/edgar/data/1140859/000110465924035043/tm248865d2_ex3-1.htm) [effective](https://www.sec.gov/Archives/edgar/data/1140859/000110465924035043/tm248865d2_ex3-1.htm) [March 1](https://www.sec.gov/Archives/edgar/data/1140859/000110465924035043/tm248865d2_ex3-1.htm)[4](https://www.sec.gov/Archives/edgar/data/1140859/000110465924035043/tm248865d2_ex3-1.htm)[, 2024](https://www.sec.gov/Archives/edgar/data/1140859/000110465924035043/tm248865d2_ex3-1.htm) [(incorporated] by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed [removed: on August 30, 2023)](https://www.sec.gov/Archives/edgar/data/1140859/000110465923096698/tm2324358d1_ex3-1.htm).] [added: on](https://www.sec.gov/Archives/edgar/data/1140859/000110465924035043/tm248865d2_ex3-1.htm) [March 15](https://www.sec.gov/Archives/edgar/data/1140859/000110465924035043/tm248865d2_ex3-1.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1140859/000110465924035043/tm248865d2_ex3-1.htm)[4](https://www.sec.gov/Archives/edgar/data/1140859/000110465924035043/tm248865d2_ex3-1.htm)[)](https://www.sec.gov/Archives/edgar/data/1140859/000110465924035043/tm248865d2_ex3-1.htm).] | | |