Cencora (COR) 10-K risk factor changes: FY2025 vs FY2024

[removed: WBA] [added: Evernorth Health Services] accounted for approximately [removed: 26%] [added: 13%] of our revenue in fiscal [removed: 2024.][added: 2025.]

Our top ten customers, including governmental agencies, represented approximately 66% of revenue in fiscal [removed: 2024.][added: 2025.]

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

The anticipated ongoing [removed: strategic and financial] benefits of our relationship with [removed: WBA] [added: Walgreens and Boots] may not be realized.

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

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

[removed: The] [added: In addition, 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 [removed: WBA] [added: Walgreens and Boots] are complex, costly, and time consuming.

Achieving the anticipated benefits from the arrangements on an ongoing basis is subject to a number of significant challenges and uncertainties, including, 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 [added: potential] inability to negotiate successfully with generic manufacturers or otherwise to perform as expected; (ii) potential changes in supplier relationships and terms; (iii) unexpected or unforeseen costs, fees, expenses and charges incurred by us related to the transaction or the overall strategic relationship; (iv) changes in the economic terms under which we distribute pharmaceuticals to Walgreens pharmacies in the [removed: United States] [added: U.S.] or to pharmacies operated by [removed: 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 (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.][added: Boots.]

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

[added: From an operational perspective, we are the primary distributor of pharmaceutical products for Walgreens in the U.S. and Boots in the U.K.] If our operations are seriously disrupted for any reason deemed within our control, we may have an obligation to pay or credit [removed: WBA] [added: Walgreens or Boots] for any resulting failure or delay in supplying products.

[removed: If] [added: In addition, if] the economics of the generics purchasing services arrangement with 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: Additionally,] [added: Conversely,] if the operations of [removed: WBA] [added: Walgreens, Boots,] 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.

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

[removed: Additionally,] [added: For example, WBA’s new owners may expand or accelerate WBA’s plan disclosed] in October [removed: 2024, WBA disclosed a plan] [added: 2024] to close approximately 1,200 retail stores [added: in the U.S.] over a three-year period.

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

Each of [removed: PharmaLex, OneOncology,] [added: OneOncology] and RCA may fail to achieve their respective future financial and operating performance and [removed: results.][added: results, and consequently we may fail to achieve the expected benefits of these acquisitions within the expected timeframes or at all.]

[removed: These transactions] [added: Acquisitions of and investments in other businesses] may also have the effect of disrupting relationships with employees, suppliers, and other business partners.

We may find that our ability to integrate [removed: PharmaLex, RCA,] [added: or achieve the benefits we anticipate from RCA] and other acquisitions is more difficult, time consuming, or costly than expected.

Acquired companies may have business practices [added: or operational requirements] that we are not accustomed to or have unique terms and conditions with their business partners.

As a result of the [removed: acquisitions] [added: acquisition] of [removed: PharmaLex and] RCA, [removed: and] the investment in OneOncology, [added: and] our [added: entry into new markets, our] results of operations and financial position may be adversely affected by a number of factors, including, without limitation: (i) regulatory or compliance [removed: issues that could arise;] [added: issues, including new or increased focus on billing and coding, patient referrals, health and safety, health data privacy, quality standards, corporate practice of medicine and other forms of ownership regulation;] (ii) changes in [removed: regulations] [added: laws] and [removed: laws;] [added: regulations applicable to the acquired businesses, including with respect to management services organizations (“MSOs”);] (iii) the failure of the acquired businesses or investments to achieve the results that we have projected in either the near or long term; (iv) the assumption of unknown liabilities, including litigation risks; (v) the fair value of assets acquired and liabilities assumed not being properly estimated; (vi) the difficulties of imposing adequate financial and operating controls on such businesses and their respective management teams and the potential liabilities that might arise pending the imposition of adequate controls; (vii) the difficulties in the integration of [added: or] the [added: introduction to the] operations, technologies, [added: compliance requirements (including with respect to regulatory, health and safety, and quality standards),] services and products of such [removed: businesses;] [added: businesses, including, in connection with the RCA acquisition, those related to clinical trial sites] and [added: their obligations under FDA and other applicable healthcare regulations;] (viii) the failure to achieve the strategic objectives of these acquisitions and [removed: investments.][added: investments; and (ix) substantial costs and the diversion of management’s time to address the foregoing difficulties.]

[removed: Our] [added: In connection with our acquisitions, our] results of operations and financial position may be adversely affected if we are not able to put in place effective financial [added: controls and compliance policies to safeguard against risks of violating the FCPA or other anti-corruption and international trade laws as part of our integration of acquired businesses.]

[removed: Further, divestitures may be delayed due to failure to obtain required approvals on a timely basis, if at all, from governmental authorities, or] [added: They] may [added: also] become more difficult to execute due to conditions placed upon [added: any] approval that could, among other things, delay or prevent us from completing a transaction, [added: negatively impact the value of a divested business due to the effect on relationships with personnel] or [added: customers, or] otherwise restrict our ability to realize the expected financial or strategic goals of a transaction.

The impact of a divestiture on our results of operations could also be [removed: greater] [added: less] than anticipated.

We conduct operations in over 50 countries and, in fiscal [removed: 2024,] [added: 2025,] approximately [removed: 10%] [added: 9%] of our revenue was derived from our international operations, which subjects us to various risks inherent in global operations.

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

Furthermore, geopolitical dynamics caused by [added: changes or uncertainty in U.S. policies or the] political, economic, social or other conditions [added: or policies] in foreign countries and regions [added: in which we do business] may impact [added: or disrupt] our [removed: business and results] [added: business, as well as the operations] of [removed: operations.][added: our customers, suppliers, service providers, or other third-party business partners.]

During fiscal [removed: 2024,] [added: 2025,] we continued to experience increased costs, including for fuel, and it is possible that we could experience supply [removed: disruptions] [added: disruptions, shortages,] or [removed: shortages if] [added: additional costs (including with respect to packaging, materials, and other equipment) resulting from U.S.] tariffs or other protective [removed: measures are enacted.][added: measures.]

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

The continued threat of terrorism and heightened security and military action in response thereto, or any other current or future acts of terrorism, war [added: or other geopolitical developments] (such as [added: rising nationalism,] the [removed: ongoing conflicts] [added: conflict] in [removed: Ukraine and between Israel] [added: Ukraine,] and [removed: Hamas),] [added: evolving conditions in the Middle East),] and other events (such as economic sanctions and trade [removed: restrictions, including those related to the ongoing conflicts in Ukraine and between Israel and Hamas)] [added: restrictions)] may cause further disruptions to the economies of the [removed: United States] [added: U.S.] and other countries and create further [removed: uncertainties or could otherwise negatively impact our business, financial position, results of operations, and cash flows.][added: uncertainties.]

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

Any of these factors could adversely affect our [removed: business, financial position, results of operations, and cash flows.][added: business.]

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

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

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

While we maintain various insurance policies, including product liability, professional liability, [removed: or] [added: and] cyber liability policies, adverse losses might be uninsured, not have sufficient insurance limits, or have high self-insured retentions that could have a materially adverse impact on our [removed: business operations and our financial position or results of operations.][added: business.]

[added: Additionally, approximately 24% of our employees are covered by collective bargaining agreements, nearly all of whom are employees located outside of the U.S.] We work to maintain strong relationships with our employees; however, if any of our employees in the locations that are unionized should engage in strikes or other such bargaining tactics in connection with the negotiation of collective bargaining agreements, such tactics could be disruptive to our operations, adversely affect our results of operations, and cause reputational harm.

Our businesses rely on sophisticated information systems [added: and AI] to obtain, rapidly process, analyze, and manage data to facilitate the purchase and distribution of thousands of inventory items from numerous distribution centers; to receive, process, and ship orders on a timely basis; to account for other product and service transactions with customers; to manage the accurate billing and collections for thousands of customers; and to process payments to suppliers.

We continue to make substantial investments in our data centers, [added: third-party cloud-based environments and services,] distribution centers and information systems, including, but not limited to, those relating to our acquisition of [removed: Alliance Healthcare and PharmaLex.][added: RCA.]

To the extent our information [removed: systems] [added: systems, including any new information systems,] are not successfully implemented or fail, or to the extent there are data center [removed: interruptions] [added: failures, interruptions,] or outages caused by factors such as infrastructure overload, ransomware attacks, security breaches or natural [removed: disaster,] [added: disasters,] our business and results of operations may be materially adversely affected.

Our business and results of operations may also be adversely affected if a third-party business partner does not perform satisfactorily and/or is impacted by [added: a] cybersecurity incident, or if information systems [added: fail or] are interrupted or damaged by unforeseen events, including due to the actions of third parties.

Walgreens and Boots together accounted for approximately 25% of our revenue in fiscal 2025 and, as of September 30, 2025, accounted for approximately 38% of our accounts receivable, net.

On August 28, 2025, Sycamore Partners, a private equity firm, acquired Walgreens Boots Alliance, Inc. (“WBA”).

Each of these agreements has a stated term that does not expire until 2029.

In light of the reorganization of WBA and its subsidiaries into distinct business units by WBA’s new owners, such new owners may seek changes to WBA’s operations or our relationship with WBA that could affect our agreements with Walgreens, WBAD, and/or Boots.

There can be no assurance that potential changes to our relationship with WBA, and/or its business and operations under new ownership, will not have an adverse effect on our contractual arrangements with WBA or our business.

in the U.K., 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 Walgreens and Boots; and (v) any potential issues that could impede our ability to continue to work collaboratively with Walgreens and Boots in an efficient and effective manner in furtherance of the anticipated strategic and financial benefits of the relationship.

Further, on January 2, 2025, we acquired RCA, a leading management services organization of retina specialists.

Further, divestitures may be delayed due to failure to obtain required approvals on a timely basis, if at all, from governmental authorities or third parties.

We may continue to have exposure in a divested business, such as through ongoing financial, ownership or operational obligations or transition

services, and, as a result, conditions outside of our control might limit the expected benefits of the divestiture.

Following a divestiture, we may be restricted from re-entering applicable markets for a period of time due to non-competition restrictions.

These tariffs and protective measures may include (i) the existing fentanyl tariffs, reciprocal tariffs, or secondary tariffs imposed on Indian or Brazilian-origin goods; (ii) the threatened tariffs on imports of pharmaceuticals and pharmaceutical ingredients under Section 232 of the Trade Expansion Act of 1962 (as amended); or (iii) additional tariffs imposed by the U.S. Executive Branch or Congress.

We cannot predict how or when these tariffs may be implemented or modified.

Moreover, other countries may impose counter-tariffs or measures that could impact our operations and pricing.

The current environment relating to tariffs is highly dynamic, and tariff policies may be interrelated with other regulatory and foreign policy initiatives of the Executive Branch and/or Congress.

The implementation of new information systems may be more time consuming or costly than we anticipate.

Companies in our industry have increasingly been targeted for cyberattacks, and we operate in one of the most frequently targeted industries due to the attractiveness and value of proprietary business information, personal health information and other sensitive health data, as perceived by bad actors and criminals on the dark web.

On May 12, 2025, the Executive Branch issued Executive Order 14297, “Delivering Most-Favored-Nation Prescription Drug Pricing to American Patients” (“Executive Order 14297”).

Executive Order 14297 seeks to reduce prescription drug costs in the U.S. by requiring manufacturers to sell certain drugs in the U.S. at no higher than the lowest prices paid for those same drugs in other developed countries.

Executive Order 14297 directs the U.S. Department of Health and Human Services (“HHS”) to facilitate direct-to-consumer (“DTC”) purchasing programs for prescription drugs at the most-favored-nation (“MFN”) price that may bypass traditional supply chain intermediaries.

The U.S. Office of Management and Budget received a proposed rule for review to implement a “Global Benchmark for Efficient Drug Pricing (GLOBE) Model” on September 25, 2025, and another proposed rule to implement a “Guarding U.S. Medicare Against Rising Drug Costs (GUARD) Model” on October 2, 2025, but neither proposed rule has been published.

Although HHS has not yet otherwise issued any substantive regulatory proposals for DTC mechanisms, both the Executive Branch and the pharmaceutical manufacturers trade association have announced DTC websites for manufacturer DTC discounting programs.

Further, some manufacturers have already announced alternative DTC models for a limited number of products in parallel to traditional retail distribution that may employ product shipment mechanisms that do not incorporate traditional wholesale distribution.

MFN pricing pressures and DTC mechanisms could lead to voluntary or involuntary manufacturer price changes, which could be either temporary or long term, but all of which could adversely affect our business.

Our pharmaceutical distribution businesses not only compete with other pharmaceutical distributors, but also with manufacturers who sell directly to customers, chain drugstores who manage their own warehousing, specialty distributors, and packaging and healthcare technology companies.

Bankruptcies or similar events affecting our

Several EU member states have adopted or are considering adopting laws and regulations aimed at mitigating or controlling drug supply shortages, and the EU’s proposal of the Critical Medicines Act in March 2025 as well as the ongoing comprehensive reform of EU pharmaceutical legislation (referred to as the “EU pharmaceutical package”) propose more stringent notification duties, mandatory stockpiling and detailed shortage prevention plans for certain drugs.

These measures could require us and our partners to hold higher inventories, alter production and distribution plans, prioritize certain markets, and incur additional compliance and logistics costs, and non-compliance could result in fines, product seizures, operating restrictions, litigation, reputational harm, and loss of market access.

The evolving and fragmented nature of such requirements increases operational complexity and forecasting uncertainty, and could materially and adversely affect our business, financial condition, results of operations, and cash flows.

In addition to the regulation of supply chain distribution arrangements, the products we sell may be subject to production, marketing, clinical or coverage restrictions through the FDA and HHS regulatory processes.

For example, recent limitations on COVID-19 vaccinations and changes to pediatric vaccination schedules may have an adverse impact on the

availability or access to certain products that we distribute.

There can be no assurance such regulations will not have an adverse effect on our or our customers’ business.

The new EU Health Technology Assessment (HTA) Regulation 2021/2282 became applicable on January 12, 2025 and aims at harmonizing HTA processes across EU member states, including by conducting joint clinical assessments of new drugs.

The outcome of such joint clinical assessments is expected to influence national reimbursement decisions.

In addition, current federal ACA premium subsidies are set to expire at the end of 2025 which, unless renewed, may contribute to increased premiums and/or loss of healthcare insurance coverage for certain patients.

These outcomes could produce greater financial strains on our business and our customers (e.g., through increased uncompensated care) and could adversely affect demand for our products and services.

More broadly, the law contains reimbursement and pricing

OBBBA, enacted in July 2025, includes a number of provisions that may affect access, coverage, and payment for medical products and services.

For example, the legislation: (i) implements work requirements for certain Medicaid patients to maintain eligibility and expands cost-sharing for certain Medicaid-eligible individuals; (ii) allows Medicare payment cuts to certain hospitals and other providers to take effect; and (iii) tightens eligibility standards for ACA exchange subsidies.

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

The closing of the variable prepaid forward transactions concerning our common stock by WBA could adversely affect prevailing market prices of our common stock.

WBA has the right, but not the obligation, under the transactions contemplated by the Framework Agreement, dated March 18, 2013, and the Amended and Restated AmerisourceBergen Shareholders Agreement, dated June 1, 2021 (as amended, the "Shareholders Agreement"), to make certain additional investments in our common stock.

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

From May 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.

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

We could also encounter unforeseen costs, circumstances, or issues with respect to the transactions and collaboration that we anticipate pursuing with

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 management’s time and attention.

We are the primary distributor of pharmaceutical products for WBA in the United States and the United Kingdom.

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 renew any such agreements on terms favorable to us or at all.

These closures could have a material adverse impact on our business, financial position, results of operations, and cash flows.

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

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.

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.

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

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

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

Changes or uncertainty in U.S. policies or the policies of other countries and regions in which we do business, including any changes or uncertainty with respect to U.S. or international trade policies or tariffs, also can disrupt our global operations, as well as the operations of our customers and suppliers.

Additionally, approximately 28% of our employees are covered by collective bargaining agreements, nearly all of whom are employees located outside of the United States.

Although the prior incidents did

The bankruptcy, insolvency, or other credit failure of

Our results of operations may suffer upon the bankruptcy, insolvency, or other credit failure of a significant supplier.

In August 2023, however, the FDA established a stabilization period, which is set to expire on November 27, 2024, to allow trading partners to implement, troubleshoot and mature their electronic interoperable systems.

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

In 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.

In addition to conducting investigations and participating in litigation related to the misuse of prescription opioid medications, federal, state and local governmental and regulatory agencies are considering legislation and regulatory measures to limit opioid prescriptions and more closely monitor product distribution, prescribing, and dispensing of these drugs.

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

The CMS published a final rule in November 2017 that reduces Medicare outpatient hospital reimbursement for separately payable drugs (other than vaccines) purchased through the 340B drug discount program from average sales price ("ASP") plus 6% to ASP minus 22.5% (with certain exceptions), effective January 2018.

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

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

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

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

HRSA advised certain manufacturers that it was referring their policies to the Office of Inspector General of the Department of Health and Human Services for potential civil money penalty enforcement proceedings.

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

Our [removed: Management's] [added: Management’s] Discussion and Analysis of Financial Condition and Results of Operations [removed: ("MD&A")] [added: (“MD&A”)] includes the following: an overview that provides a summary of our segments and highlights from fiscal [removed: 2024;] [added: 2025;] 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 [removed: 2024] [added: 2025] and fiscal [removed: 2023.][added: 2024.]

Discussion of fiscal [removed: 2022] [added: 2023] results and year-over-year comparisons between fiscal [removed: 2023] [added: 2024] and fiscal [removed: 2022] [added: 2023] that are not included in this Annual Report on Form 10-K can be found in [removed: "Management's] [added: “Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations"] [added: Operations”] in Part II, Item 7 of our Annual Report on Form 10-K for fiscal [removed: 2023.][added: 2024.]

The U.S. Healthcare Solutions reportable segment also provides pharmaceutical distribution (including plasma and other blood products, injectable pharmaceuticals, vaccines, and other specialty pharmaceutical products) and additional services to physicians who specialize in a variety of disease states, especially [removed: oncology,] [added: oncology] and [added: retina, and] to other healthcare providers, including [removed: hospitals] [added: hospitals, specialty retinal practices,] and dialysis clinics.

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

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

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

- Revenue increased by [removed: $31.8] [added: $27.4] billion, or [removed: 12.1%,] [added: 9.3%,] from the prior fiscal year [removed: primarily] due to growth in [removed: the U.S. Healthcare Solutions segment.][added: both reportable segments.]

The U.S. Healthcare Solutions segment grew its revenue by [removed: $30.6] [added: $25.6] billion, or [removed: 13.0%,] [added: 9.7%,] from the prior fiscal year [added: primarily] due to overall market growth [removed: primarily] [added: largely] driven by unit volume growth, including increased sales of [added: specialty] products [added: to health systems and physician practices and increased sales of products] labeled for diabetes and/or weight loss in the [removed: glucagon-like peptide-1, or "GLP-1," class, increased sales of specialty products to physician practices and health systems, and increased sales] [added: GLP-1 class] of [removed: COVID-19 therapies and vaccines.][added: $7.7 billion, or 26.9%.]

International Healthcare [removed: Solutions'] [added: Solutions’] revenue increased by [removed: $1.2] [added: $1.7] billion, or [removed: 4.4%,] [added: 6.1%,] from the prior fiscal year primarily due to increased sales at [removed: Alliance Healthcare,] our European distribution [removed: business, and increased sales at our Canadian business.][added: business of $1.3 billion.]

- Gross profit increased by [removed: $950.5] [added: $1,568.5] million, or [removed: 10.6%,] [added: 15.8%,] from the prior fiscal year primarily due to the [removed: increases] [added: increase] in gross profit in [removed: both] [added: the U.S. Healthcare Solutions] reportable [removed: segments] [added: segment] and [removed: a last-in, first-out ("LIFO") credit in the current fiscal year in comparison to LIFO expense in the prior fiscal year, offset in part by lower] [added: larger] gains from antitrust litigation settlements.

U.S. Healthcare [removed: Solutions'] [added: Solutions’] gross profit increased by [removed: $602.0] [added: $1,482.3] million, or [removed: 10.3%,] [added: 23.1%,] from the prior fiscal year primarily due to increased [removed: sales.][added: sales and the January 2025 acquisition of RCA.]

Gross profit in International Healthcare Solutions [removed: increased $130.1] [added: decreased $5.6] million, or [removed: 4.1%,] [added: 0.2%,] from the prior fiscal [removed: year due to growth at all of its businesses.][added: year.]

- Total segment operating income increased by [removed: $359.1] [added: $574.7] million, or [removed: 10.9%,] [added: 15.8%,] from the prior fiscal year.

[removed: U.S. Healthcare Solutions' operating income increased by $338.3 million, or 13.0%, from prior fiscal year, and] International Healthcare [removed: Solutions'] [added: Solutions’] operating income [removed: increased] [added: decreased] by [removed: $20.8] [added: $65.1] million, or [removed: 3.0%,] [added: 9.1%,] from the prior fiscal year.

- Our effective tax rates were [removed: 24.2%] [added: 30.6%] and [removed: 19.8%] [added: 24.2%] in fiscal [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

Our effective tax rate in fiscal 2024 was higher than the U.S. statutory rate primarily due to the PharmaLex goodwill impairment, which [removed: is] [added: was] 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 [removed: adjustments,] [added: adjustments and] the benefit of non-U.S. income taxed at rates lower than the U.S. statutory [removed: rate, and tax benefits associated with equity compensation.][added: rate.]

Our effective tax rate in fiscal [removed: 2023] [added: 2025] was [removed: lower] [added: higher] than the U.S. statutory rate primarily due to the [added: impairments of PharmaLex goodwill and an equity investment, which are largely not deductible for income tax purposes, U.S. state income taxes, and an increase in the amount of unrecognized tax benefits, offset in part by the] benefit of [removed: non-U.S.] income taxed at rates lower than the U.S. statutory [removed: rate, benefits from tax authority audit resolutions, and tax benefits associated with equity compensation, offset in part by U.S. state income taxes.][added: rate.]

Fiscal [removed: 2024] [added: 2025] compared to Fiscal [removed: 2023][added: 2024]

| (dollars in thousands) | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | Change | | |

| Animal Health | | | | | | [removed: 5,365,518] [added: 5,694,517] | | | | | | [removed: 5,042,549] [added: 5,365,518] | | | | | | [removed: 6.4%] [added: 6.1%] | | |

| Total U.S. Healthcare Solutions | | | | | | [removed: 265,339,427] [added: 290,982,023] | | | | | | [removed: 234,759,218] [added: 265,339,427] | | | | | | [removed: 13.0%] [added: 9.7%] | | |

| Alliance Healthcare | | | | | | [removed: 23,061,721] [added: 24,394,833] | | | | | | [removed: 22,349,278] [added: 23,061,721] | | | | | | [removed: 3.2%] [added: 5.8%] | | |

| Other Healthcare Solutions | | | | | | [removed: 5,565,821] [added: 5,971,490] | | | | | | [removed: 5,069,401] [added: 5,565,821] | | | | | | [removed: 9.8%] [added: 7.3%] | | |

| Total International Solutions | | | | | | [removed: 28,627,542] [added: 30,366,323] | | | | | | [removed: 27,418,679] [added: 28,627,542] | | | | | | [removed: 4.4%] [added: 6.1%] | | |

| Intersegment eliminations | | | | | | [removed: (8,370)] [added: (15,527)] | | | | | | [removed: (4,486)] [added: (8,370)] | | | | | | | | |

Revenue increased by [removed: $31.8] [added: $27.4] billion, or [removed: 12.1%,] [added: 9.3%,] from the prior fiscal year [removed: primarily] due to growth in [removed: the U.S. Healthcare Solutions segment.][added: both reportable segments.]

The U.S. Healthcare Solutions segment grew its revenue by [removed: $30.6] [added: $25.6] billion, or [removed: 13.0%,] [added: 9.7%,] from the prior fiscal year due to overall market growth [removed: primarily] [added: largely] driven by unit volume growth, including increased sales of [removed: $8.6 billion, or 43.4%,] [added: specialty products to health systems and physician practices and increased sales] of products labeled for diabetes and/or weight loss in the GLP-1 [removed: class, increased sales of specialty products to physician practices and health systems, and increased sales] [added: class] of [removed: COVID-19 therapies and vaccines.][added: $7.7 billion, or 26.9%.]

Sales, including GLP-1 [removed: products and COVID-19 vaccines,] [added: products,] to our two largest customers increased by [removed: $11.3] [added: $6.2] billion from the prior fiscal year.

| U.S. Healthcare Solutions | | | | | | $ | [removed: 6,423,114] [added: 7,905,426] | | | | | $ | [removed: 5,821,116] [added: 6,423,114] | | | | | [removed: 10.3%] [added: 23.1%] | | |

| International Healthcare Solutions | | | | | | [removed: 3,320,978] [added: 3,315,341] | | | | | | [removed: 3,190,847] [added: 3,320,978] | | | | | | [removed: 4.1%] [added: (0.2)%] | | |

| Intersegment eliminations | | | | | | [removed: (3,048)] [added: (5,905)] | | | | | | [removed: —] [added: (3,048)] | | | | | | | | |

| Gains from antitrust litigation settlements | | | | | | [removed: 170,904] [added: 236,372] | | | | | | [removed: 239,092] [added: 170,904] | | | | | | | | |

| LIFO credit [removed: (expense)] | | | | | | [removed: 52,168] [added: 76,876] | | | | | | [removed: (204,595)] [added: 52,168] | | | | | | | | |

| Turkey highly inflationary impact | | | | | | [removed: (54,087)] [added: (49,571)] | | | | | | [removed: (86,967)] [added: (54,087)] | | | | | | | | |

| Gross profit | | | | | | $ | [removed: 9,910,029] [added: 11,478,539] | | | | | $ | [removed: 8,959,493] [added: 9,910,029] | | | | | [removed: 10.6%] [added: 15.8%] | | |

Gross profit increased by [removed: $950.5] [added: $1,568.5] million, or [removed: 10.6%,] [added: 15.8%,] from the prior fiscal year primarily due to the [removed: increases] [added: increase] in gross profit in [removed: both] [added: the U.S. Healthcare Solutions] reportable [removed: segments] [added: segment] and [removed: a LIFO credit in the current fiscal year in comparison to LIFO expense in the prior fiscal year, offset in part by lower] [added: larger] gains from antitrust litigation settlements.

U.S. Healthcare [removed: Solutions] [added: Solutions’] gross profit increased by [removed: $602.0] [added: $1,482.3] million, or [removed: 10.3%,] [added: 23.1%,] from the prior fiscal year primarily due to increased [removed: sales.][added: sales and the January 2025 acquisition of RCA.]

As a percentage of revenue, U.S. Healthcare [removed: Solutions'] [added: Solutions’] gross profit margin of [removed: 2.42%] [added: 2.72%] in the current fiscal year [removed: declined 6] [added: increased 30] basis points compared to the prior fiscal year primarily due to [added: the January 2025 acquisition of RCA, offset in part by] higher sales of GLP-1 products, which have lower gross profit margins, [removed: offset in part by increased] [added: and lower] sales of [removed: COVID-19] [added: COVID] vaccines, which have higher gross profit margins.

We recognized gains from antitrust litigation settlements with pharmaceutical manufacturers of [removed: $170.9] [added: $236.4] million and [removed: $239.1] [added: $170.9] million in fiscal [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

Recently, we undertook a strategic review of our business to ensure alignment with our growth priorities and strategic drivers.

As a result of this review, we have reorganized certain business components within our reporting structure.

Beginning in the first quarter of fiscal 2026, our reporting structure will be comprised of U.S. Healthcare Solutions, International Healthcare Solutions, and Other.

The U.S. Healthcare Solutions reportable segment will consist of U.S. Human Health (excluding legacy U.S. Consulting Services).

The International Healthcare Solutions reportable segment will consist of Alliance Healthcare, Innomar, World Courier, and strategic components of PharmaLex.

Other, which is not considered a reportable segment, will consist of businesses for which we have begun to explore strategic alternatives and includes MWI Animal Health, Profarma, U.S. Consulting Services and the other components of PharmaLex.

International Healthcare Solutions’ revenue increased by $1.7 billion, or 6.1%, from the prior fiscal year.

- Total operating expenses increased by $1,115.2 million, or 14.4%, from the prior fiscal year primarily due to the January 2025 acquisition of RCA, a larger goodwill impairment in fiscal 2025, and an increase in acquisition-related deal and integration expenses, offset in part by a decrease in litigation and opioid-related expenses in the current fiscal year.

U.S. Healthcare Solutions’ operating income increased by $639.8 million, or 21.8%, from prior fiscal year in part due to the January 2025 acquisition of RCA.

| Human Health | | | | | | $ | 285,287,506 | | | | | $ | 259,973,909 | | | | | 9.7% | | |

| Revenue | | | | | | $ | 321,332,819 | | | | | $ | 293,958,599 | | | | | 9.3% | | |

As previously disclosed, we received notice of non-renewal from an oncology customer, and in June 2025, our sales contract with that customer was terminated.

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

| (dollars in thousands) | | | | | | 2025 | | | | | | 2024 | | | | | | Change | | |

The LIFO credit in fiscal 2025 was higher than the LIFO credit in fiscal 2024 primarily due to higher generic pharmaceutical deflation, offset in part by slightly higher brand pharmaceutical inflation.

| (dollars in thousands) | | | | | | 2025 | | | | | | 2024 | | | | | | Change | | |

Acquisition-related deal and integration expenses in fiscal 2025 primarily included costs related to the acquisition of RCA, including expenses related to equity units retained by RCA physicians and members of management of $121.7 million and $19.6 million related to the remeasurement of the fair value of contingent consideration associated with the RCA acquisition (see Note 2 of the Notes to Consolidated Financial Statements), and the continued integration of PharmaLex.

| (dollars in thousands) | | | | | | 2025 | | | | | | 2024 | | | | | | Change | | |

| Gains from antitrust litigation settlements | | | | | | 236,372 | | | | | | 170,904 | | | | | | | | |

| LIFO credit | | | | | | 76,876 | | | | | | 52,168 | | | | | | | | |

| Turkey highly inflationary impact | | | | | | (49,571) | | | | | | (54,087) | | | | | | | | |

The decrease was primarily due to lower operating income at our global specialty logistics business and our specialized consulting services business.

Other loss (income), net includes a $113.5 million impairment of an equity investment that was made in fiscal 2021 and a $35.5 million loss on the divestiture of non-core businesses, offset in part by our portion of an equity method investment’s gain on the sale of a business of $39.7 million and a $14.1 million gain on the remeasurement of an equity investment in fiscal 2025.

| | | | | | | 2025 | | | | | | | | | | | | 2024 | | | | | | | | |

The increase in interest expense was primarily due to the issuance of our $1.8 billion of senior notes in December 2024 and the $1.5 billion variable-rate term loan, which we borrowed in January 2025 to finance a portion of the RCA acquisition, increased revolving credit facility borrowings to cover short-term working capital needs, and the May 2025 issuance of our €1.0 billion of senior notes, offset in part by the repayment of our $500 million of senior notes that matured in March 2025.

After

- Net income of $1.6 billion.

The cash provided by the above items was offset in part by the following:

The cash provided by the above items was offset in part by the following:

Significant capital expenditures in fiscal 2025 included investments relating to the expansion and enhancement of our distribution network and various technology initiatives.

In addition to capital expenditures, net cash used in investing activities in fiscal 2025 included $3.9 billion for the acquisition of RCA and $196.2 million for equity investments.

Net cash provided by financing activities in fiscal 2025 principally resulted from the $1.8 billion issuance of senior notes and $1.5 billion of term loan borrowings to finance a portion of the acquisition of RCA, as well as the issuance of €1.0 billion of senior notes that were used for general corporate purposes.

All of the above were offset in part by $700 million of term loan repayments, the repayment of our $500 million of 3.250% senior notes that matured in March 2025, $437.1 million in cash dividends paid on our common stock, and $435.5 million in purchases of our common stock.

| $500,000, 4.625% senior notes due 2027 | | | | | | 497,309 | | | | | | — | | |

| €500,000, 2.875% senior notes due 2028 | | | | | | 583,903 | | | | | | — | | |

| $600,000, 4.850% senior notes due 2029 | | | | | | 596,603 | | | | | | — | | |

| €500,000, 3.625% senior notes due 2032 | | | | | | 581,685 | | | | | | — | | |

| $700,000, 5.150% senior notes due 2035 | | | | | | 694,909 | | | | | | — | | |

| Term loan due in 2027 | | | | | | 799,043 | | | | | | — | | |

| Working capital credit facility due in 2026 | | | | | | — | | | | | | 500,000 | | |

Additionally, the U.S. Healthcare Solutions reportable segment provides data analytics, outcomes research, and additional services for biotechnology and pharmaceutical manufacturers.

It also provides a full suite of integrated manufacturer services that ranges from clinical trial support to product post-approval and commercialization support.

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.

- Total operating expenses increased by $1,116.0 million, or 16.9%, from the prior fiscal year due to a $418.0 million goodwill impairment related to PharmaLex and increases in (i) distribution, selling, and administrative expenses, (ii) litigation and opioid-related expenses, which was a credit in the prior year fiscal year due to the receipt of funds previously held in an opioid indemnity escrow account, and (iii) amortization expense.

| 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.

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.

The increase from the prior fiscal year was primarily to support revenue growth.

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

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

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

The majority of the costs included in Other, net in fiscal 2023 related to this cybersecurity event.

We recognized gains of $40.7 million from the divestiture of non-core businesses in fiscal 2023.

The decrease in interest expense was primarily driven by a decrease in interest expense at our European distribution business primarily due to the September 2023 divestiture of our less-than-wholly-owned subsidiary in Egypt and decreased borrowings in Turkey.

We aggregate two or more components within an operating segment that have similar economic characteristics.

The quantitative impairment test for indefinite-lived intangibles other than goodwill (certain trademarks and trade names) consists of a comparison of the fair value of the indefinite-lived intangible asset to the carrying value of the asset as of the impairment testing date.

We estimate the fair value of its indefinite-lived intangibles using the relief from royalty method, which is a widely used valuation technique for such assets.

The fair value derived from the relief from royalty method is measured as the discounted cash flow savings realized from owning such indefinite-lived trademarks and trade names and not having to pay a royalty for their use.

We have increased seasonal needs related to our inventory build during the December and March quarters that, depending on our cash balance, may require the use of our credit facilities to fund short-term capital needs.

- Net income of $1.7 billion;

| | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

In addition to capital expenditures, net cash used in investing activities in fiscal 2022 included $133.8 million of cash to acquire companies, including $60.0 million that was paid to settle accrued consideration related to the Alliance Healthcare acquisition, and was offset in part by $272.6 million in proceeds from the divestiture of non-core businesses.

Net cash used in financing activities in fiscal 2022 included an $850 million repayment of our 0.737% senior notes, $483.7 million in purchases of our common stock, $391.7 million in cash dividends paid on our common stock, and the repayment of our $250 million term loan.

| $500,000, 3.250% senior notes due 2025 | | | | | | $ | 499,738 | | | | | $ | — | |

| Alliance Healthcare debt | | | | | | 286 | | | | | | 477,910 | | |

| Total variable-rate debt | | | | | | 97,648 | | | | | | 4,427,910 | | |

| Total debt | | | | | | $ | 4,388,076 | | | | | $ | 4,427,910 | |

We used the proceeds from the 2034 Notes to repay the $500 million of 3.400% senior notes that matured in May 2024.

In October 2024, we amended the Receivables Securitization Facility to extend the expiration to October 2027.

References to [removed: "fiscal 2024," "fiscal 2023,"] [added: “fiscal 2025,” “fiscal 2024,”] and [removed: "fiscal 2022"] [added: “fiscal 2023”] refer to the fiscal years ended September 30, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022,] [added: 2023,] respectively.

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: 8.2%] [added: 8.4%] from [removed: 2023] [added: 2024] through [removed: 2028,] [added: 2029,] and the growth rate is dependent, in part, on pharmaceutical manufacturer price increases.

In addition to general economic conditions, factors that impact the growth of the pharmaceutical industry in the [removed: United States] [added: U.S.] and other industry trends include:

*Aging Population.* The number of individuals aged 65 and over in the [removed: United States] [added: U.S.] is expected to [removed: exceed 69] [added: be approximately 71] million by [removed: 2028] [added: 2029] and is the most rapidly growing segment of the population.

This age group suffers from more chronic illnesses and disabilities than the rest of the population and accounts for a substantial portion of total healthcare expenditures in the [removed: United States.][added: U.S.]

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

Generic pharmaceuticals currently account for approximately 90% of the prescription volume in the [removed: United States.][added: U.S.]

[removed: *Increased Use] [added: *Use] of Drug Therapies.* In response to rising healthcare costs, governmental and private payors have adopted cost containment measures that encourage the use of efficient drug therapies to prevent or treat diseases.

[removed: Pharmaceuticals] [added: According to the Centers for Medicare & Medicaid Services (“CMS”), pharmaceuticals] currently account for approximately [removed: 15%] [added: 9%] of overall healthcare costs.

- *Optimize and Grow U.S. Healthcare Solutions Businesses.* We are well positioned in size and market breadth to continue to grow our U.S. Healthcare Solutions businesses as we [removed: invest] [added: make investments] to improve our operating and capital efficiencies.

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

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

We are well positioned to service and support biotechnology [removed: therapies, including biosimilars,] [added: therapies] and advanced technologies such as cell and gene therapies.

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

Our robust distribution facility network includes a national distribution center in Columbus, [removed: OH,] [added: Ohio,] which offers pharmaceutical manufacturers a single shipping destination.

[removed: We also] [added: Our consulting service businesses] provide [removed: outcomes research,] [added: reimbursement services that assist pharmaceutical companies in supporting access to branded drugs,] contract field staffing, patient assistance and copay assistance programs, adherence programs, [removed: risk mitigation services,] and other market access programs to pharmaceutical companies.

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

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

- *Divestitures.* In order to [removed: allow us to concentrate on] [added: ensure alignment with] our [removed: strategic focus areas,] [added: growth priorities,] we have divested certain non-core businesses and may, from time to time, consider additional divestitures.

The U.S. Healthcare Solutions reportable segment also provides pharmaceutical distribution (including plasma and other blood products, injectable pharmaceuticals, vaccines, and other specialty pharmaceutical products) and additional services to physicians who specialize in a variety of disease states, especially [removed: oncology,] [added: oncology] and [added: retina, and] to other healthcare providers, including [removed: hospitals] [added: hospitals, retinal practices,] and dialysis clinics.

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

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

Institutional healthcare providers include acute care hospitals, health systems, mail order pharmacies, long-term care and other alternate care pharmacies, [removed: and] providers of pharmacy services to such facilities, physicians, and physician group practices.

[removed: Our two largest customers,] [added: In fiscal 2025,] Walgreens [added: and] Boots [removed: Alliance, Inc. ("WBA")] [added: together accounted for approximately 25% of revenue] and Evernorth Health Services [removed: (formerly Express Scripts, Inc.),] accounted for approximately [removed: 26% and approximately 13%, respectively,] [added: 13%] of [removed: revenue in fiscal 2024.][added: revenue.]

Our top 10 customers, including governmental agencies and group purchasing organizations [removed: ("GPO"),] [added: (“GPO”),] represented approximately 66% of revenue in fiscal [removed: 2024.][added: 2025.]

The loss of any [removed: major] [added: key] customer or GPO relationship could adversely affect future revenue and results of operations.

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

We obtain pharmaceutical and other products from manufacturers, none of which accounted for 10% or more of our purchases in fiscal [removed: 2024.][added: 2025.]

The 10 largest suppliers in fiscal [removed: 2024] [added: 2025] accounted for approximately [removed: 53%] [added: 57%] of our purchases.

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

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

Additionally, we continue to improve our entity-wide infrastructure environment to drive efficiency, capabilities, and speed to [removed: market.][added: market, and we are seeking to use AI to improve our business operations, financial position, and results of operations.]

To comply with pedigree and other supply chain custody requirements, we have made significant investments in our secure supply chain information systems (see [removed: Risk Factor - *Increasing governmental efforts to regulate the pharmaceutical supply chain may increase our costs and reduce our profitability)*.][added: Item 1A.]

We [removed: face] [added: operate in] a highly competitive global environment in the distribution of pharmaceuticals and related healthcare services.

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

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

We aspire to accelerate business results by fostering a [removed: diverse and inclusive] [added: dynamic] workplace, [removed: where members] [added: with the aim] of [removed: our global workforce are supported] [added: supporting employees] to perform at their full potential, contribute to our success, and [removed: have] [added: pursue] opportunities for professional development and career advancement.

As of September 30, [removed: 2024,] [added: 2025,] we had more than [removed: 46,000] [added: 51,000] employees globally, of which approximately [removed: 42,000] [added: 47,000] were full-time employees and approximately [removed: 36%] [added: 41%] were U.S.-based employees.

As of September 30, [removed: 2024,] [added: 2025,] approximately [removed: 28%] [added: 24%] of our global employees were covered by collective bargaining agreements, nearly all of whom were employees located outside of the [removed: United States.][added: U.S.]

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

On January 2, 2025, we acquired an 85% interest in Retina Consultants of America (“RCA”) for $4,042.0 million in cash, $694.4 million of contingent consideration related to equity units for certain RCA physicians and members of management that retained the remaining 15% interest in RCA, $545.7 million for the settlement of a net receivable resulting from a pre-existing commercial relationship between us and RCA, and $393.1 million for contingent consideration payable to the sellers associated with RCA’s achievement of certain predetermined business objectives in fiscal 2027 and fiscal 2028.

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

We believe the acquisition of RCA allows us to broaden our relationships with community providers and to build on our leadership in specialty pharmaceuticals within our U.S. Healthcare Solutions reportable segment.

- *New Reporting Structure.* Recently, we undertook a strategic review of our business to ensure alignment with our growth priorities and strategic drivers.

As a result of this review, we have reorganized certain business components within our reporting structure.

Beginning in the first quarter of fiscal 2026, our reporting structure will be comprised of U.S. Healthcare Solutions, International Healthcare Solutions, and Other.

The U.S. Healthcare Solutions reportable segment will consist of U.S. Human Health (excluding legacy U.S. Consulting Services).

The International Healthcare Solutions reportable segment will consist of Alliance Healthcare, Innomar, World Courier, and strategic components of PharmaLex.

Other, which is not considered a reportable segment, will consist of businesses for which we have begun to explore strategic alternatives and includes MWI Animal Health, Profarma, U.S. Consulting Services and the other components of PharmaLex.

institutional healthcare providers.

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

We continually seek to strengthen our existing customer relationships and seek new customers to enhance our revenues, results of operations, financial position, and cash flows.

We continue to make investments to enhance and

Risk Factors - *Increasing governmental efforts to regulate the pharmaceutical supply chain may increase our costs and reduce our profitability)*.

Investment in Team Members and Culture

We consider talent attraction, retention, and development opportunities to be key drivers in pursuit of our strategic priorities.

Team Member Safety

We strive to make our workplaces safe for all team members.

The anti-kickback statute prohibits persons from soliciting, offering, receiving, or paying any remuneration in order

There is also an emerging trend of governmental entities proposing and providing regulatory guidance related to AI, including generative AI.

If we or our third-party providers are restricted from using AI as a result of any regulatory views, laws or other measures, it could impact our operations, increase our compliance expense and burden, and cause us to incur costs to replace or modify our use of AI.

Our consulting service businesses help global pharmaceutical and biotechnology manufacturers commercialize their products.

We provide reimbursement services that assist pharmaceutical companies in supporting access to branded drugs.

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.

Additionally, the U.S. Healthcare Solutions reportable segment provides data analytics, outcomes research, and additional services for biotechnology and pharmaceutical manufacturers.

It also provides a full suite of integrated manufacturer services that ranges from clinical trial support to product post-approval and commercialization support.

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

Talent Development

We consider employee development to be a strategic priority.

Diversity, Equity, and Inclusion ("DEI")

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

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:

- Cencora’s global workforce and Executive Management Committee who self-identify as female made up approximately 51% and 50%, respectively, as of September 30, 2024.

Approximately 51% of our U.S. workforce self-identify as ethnically and/or racially diverse as of September 30, 2024.

Three members of our Board of Directors self-identify as ethnically and/or racially diverse, and four members of our Board of Directors self-identify as female.

- 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.

- We hosted three global celebrations to unite our team members around the world and amplify our inclusive culture.

◦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.

◦For International Women’s Day in March 2024, we co-hosted a globally broadcasted celebration with our Women’s Impact Network ERG.

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

◦For Pride Month in June 2024, we co-hosted a Global Pride celebration event with our LGBTAllies ERG.

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 are proud that our priorities and progress continue to be recognized.

In 2024, for the second consecutive year, we 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 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.

Competitive Compensation and Benefits

Legal proceedings in which we are involved are discussed in Note [removed: 13] [added: 12] (Legal Matters and Contingencies) and Note [removed: 14 (Litigation] [added: 13 (Antitrust 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: 2024][added: 2025]

[removed: ][added: ]

| Common [removed: stock] [added: stock, par value $0.01 per share] | | | COR | | | New York Stock Exchange | | | (NYSE) | | |

The aggregate market value of voting stock held by non-affiliates of the registrant on March 31, [removed: 2024] [added: 2025] based upon the closing price of such stock on the New York Stock Exchange on March 31, [removed: 2024] [added: 2025] was [removed: $29,546,011,267.][added: $37,887,695,618.]

The number of shares of common stock of Cencora, Inc. outstanding as of October 31, [removed: 2024] [added: 2025] was [removed: 193,280,140.][added: 193,993,444.]

Portions of the [removed: registrant's] [added: registrant’s] Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders are incorporated by reference in Part III of this Annual Report on Form 10-K.

| [1A. Risk [removed: Factors](#i85bd4a240c8949c6bb38726e6c1b4bf4_19)] [added: Factors](#i59e6da11948e427c9c6b80c2f62cc5d7_19)] | | | | | | [removed: [10](#i85bd4a240c8949c6bb38726e6c1b4bf4_19)] [added: [9](#i59e6da11948e427c9c6b80c2f62cc5d7_19)] | | |

| [1B. Unresolved Staff [removed: Comments](#i85bd4a240c8949c6bb38726e6c1b4bf4_22)] [added: Comments](#i59e6da11948e427c9c6b80c2f62cc5d7_22)] | | | | | | [removed: [24](#i85bd4a240c8949c6bb38726e6c1b4bf4_22)] [added: [24](#i59e6da11948e427c9c6b80c2f62cc5d7_22)] | | |

| [1C. [removed: Cybersecurity](#i85bd4a240c8949c6bb38726e6c1b4bf4_1481)] [added: Cybersecurity](#i59e6da11948e427c9c6b80c2f62cc5d7_25)] | | | | | | [removed: [24](#i85bd4a240c8949c6bb38726e6c1b4bf4_1481)] [added: [24](#i59e6da11948e427c9c6b80c2f62cc5d7_25)] | | |

| [3. Legal [removed: Proceedings](#i85bd4a240c8949c6bb38726e6c1b4bf4_28)] [added: Proceedings](#i59e6da11948e427c9c6b80c2f62cc5d7_31)] | | | | | | [removed: [26](#i85bd4a240c8949c6bb38726e6c1b4bf4_28)] [added: [26](#i59e6da11948e427c9c6b80c2f62cc5d7_31)] | | |

| [4. Mine Safety [removed: Disclosures](#i85bd4a240c8949c6bb38726e6c1b4bf4_31)] [added: Disclosures](#i59e6da11948e427c9c6b80c2f62cc5d7_34)] | | | | | | [removed: [26](#i85bd4a240c8949c6bb38726e6c1b4bf4_31)] [added: [26](#i59e6da11948e427c9c6b80c2f62cc5d7_34)] | | |

| [Information about our Executive [removed: Officers](#i85bd4a240c8949c6bb38726e6c1b4bf4_34)] [added: Officers](#i59e6da11948e427c9c6b80c2f62cc5d7_37)] | | | | | | [removed: [27](#i85bd4a240c8949c6bb38726e6c1b4bf4_34)] [added: [27](#i59e6da11948e427c9c6b80c2f62cc5d7_37)] | | |

| [5. Market for [removed: Registrant's] [added: Registrant](#i59e6da11948e427c9c6b80c2f62cc5d7_43)[’](#i59e6da11948e427c9c6b80c2f62cc5d7_43)[s] Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#i85bd4a240c8949c6bb38726e6c1b4bf4_40)] [added: Securities](#i59e6da11948e427c9c6b80c2f62cc5d7_43)] | | | | | | [removed: [28](#i85bd4a240c8949c6bb38726e6c1b4bf4_40)] [added: [28](#i59e6da11948e427c9c6b80c2f62cc5d7_43)] | | |

| [7. [removed: Management's] [added: Management](#i59e6da11948e427c9c6b80c2f62cc5d7_49)[’](#i59e6da11948e427c9c6b80c2f62cc5d7_49)[s] Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i85bd4a240c8949c6bb38726e6c1b4bf4_46)] [added: Operations](#i59e6da11948e427c9c6b80c2f62cc5d7_49)] | | | | | | [removed: [30](#i85bd4a240c8949c6bb38726e6c1b4bf4_46)] [added: [30](#i59e6da11948e427c9c6b80c2f62cc5d7_49)] | | |

| [7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#i85bd4a240c8949c6bb38726e6c1b4bf4_55)] [added: Risk](#i59e6da11948e427c9c6b80c2f62cc5d7_58)] | | | | | | [removed: [44](#i85bd4a240c8949c6bb38726e6c1b4bf4_55)] [added: [45](#i59e6da11948e427c9c6b80c2f62cc5d7_58)] | | |

| [8. Financial Statements and Supplementary [removed: Data](#i85bd4a240c8949c6bb38726e6c1b4bf4_58)] [added: Data](#i59e6da11948e427c9c6b80c2f62cc5d7_61)] | | | | | | [removed: [45](#i85bd4a240c8949c6bb38726e6c1b4bf4_58)] [added: [46](#i59e6da11948e427c9c6b80c2f62cc5d7_61)] | | |

| [9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i85bd4a240c8949c6bb38726e6c1b4bf4_145)] [added: Disclosure](#i59e6da11948e427c9c6b80c2f62cc5d7_148)] | | | | | | [removed: [80](#i85bd4a240c8949c6bb38726e6c1b4bf4_145)] [added: [84](#i59e6da11948e427c9c6b80c2f62cc5d7_148)] | | |

| [9A. Controls and [removed: Procedures](#i85bd4a240c8949c6bb38726e6c1b4bf4_148)] [added: Procedures](#i59e6da11948e427c9c6b80c2f62cc5d7_151)] | | | | | | [removed: [80](#i85bd4a240c8949c6bb38726e6c1b4bf4_148)] [added: [84](#i59e6da11948e427c9c6b80c2f62cc5d7_151)] | | |

| [9B. Other [removed: Information](#i85bd4a240c8949c6bb38726e6c1b4bf4_151)] [added: Information](#i59e6da11948e427c9c6b80c2f62cc5d7_154)] | | | | | | [removed: [82](#i85bd4a240c8949c6bb38726e6c1b4bf4_151)] [added: [86](#i59e6da11948e427c9c6b80c2f62cc5d7_154)] | | |

| [9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i85bd4a240c8949c6bb38726e6c1b4bf4_154)] [added: Inspections](#i59e6da11948e427c9c6b80c2f62cc5d7_157)] | | | | | | [removed: [82](#i85bd4a240c8949c6bb38726e6c1b4bf4_154)] [added: [86](#i59e6da11948e427c9c6b80c2f62cc5d7_157)] | | |

| [10. Directors, Executive Officers, and Corporate [removed: Governance](#i85bd4a240c8949c6bb38726e6c1b4bf4_160)] [added: Governance](#i59e6da11948e427c9c6b80c2f62cc5d7_163)] | | | | | | [removed: [82](#i85bd4a240c8949c6bb38726e6c1b4bf4_160)] [added: [86](#i59e6da11948e427c9c6b80c2f62cc5d7_163)] | | |

| [11. Executive [removed: Compensation](#i85bd4a240c8949c6bb38726e6c1b4bf4_163)] [added: Compensation](#i59e6da11948e427c9c6b80c2f62cc5d7_166)] | | | | | | [removed: [82](#i85bd4a240c8949c6bb38726e6c1b4bf4_163)] [added: [86](#i59e6da11948e427c9c6b80c2f62cc5d7_166)] | | |

| [12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i85bd4a240c8949c6bb38726e6c1b4bf4_166)] [added: Matters](#i59e6da11948e427c9c6b80c2f62cc5d7_169)] | | | | | | [removed: [82](#i85bd4a240c8949c6bb38726e6c1b4bf4_166)] [added: [86](#i59e6da11948e427c9c6b80c2f62cc5d7_169)] | | |

| [13. Certain Relationships and Related Transactions, and Director [removed: Independence](#i85bd4a240c8949c6bb38726e6c1b4bf4_169)] [added: Independence](#i59e6da11948e427c9c6b80c2f62cc5d7_172)] | | | | | | [removed: [82](#i85bd4a240c8949c6bb38726e6c1b4bf4_169)] [added: [86](#i59e6da11948e427c9c6b80c2f62cc5d7_172)] | | |

| [14. Principal Accounting Fees and [removed: Services](#i85bd4a240c8949c6bb38726e6c1b4bf4_172)] [added: Services](#i59e6da11948e427c9c6b80c2f62cc5d7_175)] | | | | | | [removed: [82](#i85bd4a240c8949c6bb38726e6c1b4bf4_172)] [added: [86](#i59e6da11948e427c9c6b80c2f62cc5d7_175)] | | |

| [15. Exhibits, Financial Statement [removed: Schedules](#i85bd4a240c8949c6bb38726e6c1b4bf4_178)] [added: Schedules](#i59e6da11948e427c9c6b80c2f62cc5d7_181)] | | | | | | [removed: [83](#i85bd4a240c8949c6bb38726e6c1b4bf4_178)] [added: [87](#i59e6da11948e427c9c6b80c2f62cc5d7_181)] | | |

| [16. Form 10-K [removed: Summary](#i85bd4a240c8949c6bb38726e6c1b4bf4_181)] [added: Summary](#i59e6da11948e427c9c6b80c2f62cc5d7_184)] | | | | | | [removed: [89](#i85bd4a240c8949c6bb38726e6c1b4bf4_181)] [added: [93](#i59e6da11948e427c9c6b80c2f62cc5d7_184)] | | |

This Annual Report on Form 10-K contains [removed: "forward-looking statements"] [added: “forward-looking statements”] within the meaning of Section 27A of the Securities Act of 1933, as [removed: amended,] [added: amended (the “Securities Act”),] and Section 21E of the Securities Exchange Act of 1934, as amended (the [removed: "Securities Exchange Act").][added: “Exchange Act”).]

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

- our ability to respond to general macroeconomic conditions and geopolitical uncertainties, including [added: changes or uncertainties in U.S. policies,] financial market volatility and disruption, inflationary concerns, interest and currency exchange rates, and uncertain economic conditions in the United States and abroad;

- risks associated with our strategic, long-term [removed: relationship] [added: relationships] with Walgreens [added: and] Boots [removed: Alliance, Inc. ("WBA"),] [added: UK Ltd. (“Boots”),] including with respect to the pharmaceutical distribution agreement and/or the global generic purchasing services arrangement;

- risks that acquisitions of or investments in businesses, including the [removed: acquisitions] [added: acquisition] of [removed: Alliance Healthcare] [added: Retina Consultants of America] and [removed: PharmaLex,] the investment in OneOncology, [removed: and the potential acquisition of Retina Consultants of America,] fail to achieve expected or targeted future financial and operating performance and results;

- any inability or failure by [removed: us] [added: us, our service providers,] or third-party business partners to anticipate or detect data or information security breaches or other [removed: cyber-attacks;][added: cyberattacks, including due to the evolution of artificial intelligence (“AI”) or otherwise;]

- risks associated with our international operations, including [added: changes to laws and regulations in countries where we do business,] financial and other impacts of macroeconomic and geopolitical trends and events, including [added: rising nationalism,] the [removed: conflicts] [added: conflict] in [removed: Ukraine and between Israel and Hamas] [added: Ukraine, evolving conditions in the Middle East,] and related regional and global ramifications;

- unfavorable trends in brand and generic pharmaceutical pricing, including [removed: in] [added: the] rate or frequency of price inflation or deflation;

- changes in the [removed: United States] [added: U.S.] healthcare and regulatory environment, including changes that could impact [added: vaccine and] prescription drug [removed: reimbursement under Medicare and Medicaid] [added: coverage, reimbursement, pricing, distribution,] and [removed: declining reimbursement rates for pharmaceuticals;][added: contracting, as well as other regulatory changes]

- the bankruptcy, insolvency, or other credit failure of a [removed: major] [added: significant] supplier or [removed: significant] customer;

- continued federal and state government enforcement initiatives to detect and prevent suspicious orders of [added: opioid medications,] controlled [removed: substances] [added: substance medications, or other medications,] and the diversion of [removed: controlled substances;][added: such medications;]

- uncertainties associated with litigation, including the outcome of any legal or governmental proceedings that may be instituted against us, continued [added: investigation,] prosecution or suit by federal and state governmental entities and other parties of alleged violations of laws and regulations regarding [added: opioid medications,] controlled [removed: substances,] [added: substance medications, or other medications,] and any related disputes;

- risks generally associated with data privacy regulation and the protection and international transfer of [added: proprietary business information or] personal data;

| 2.875% Senior Notes due 2028 | | | COR28 | | | New York Stock Exchange | | | (NYSE) | | |

| 3.625% Senior Notes due 2032 | | | COR32 | | | New York Stock Exchange | | | (NYSE) | | |

| [PART I](#i59e6da11948e427c9c6b80c2f62cc5d7_13) | | | | | | | | |

| [1. Business](#i59e6da11948e427c9c6b80c2f62cc5d7_16) | | | | | | [1](#i59e6da11948e427c9c6b80c2f62cc5d7_16) | | |

| [2. Properties](#i59e6da11948e427c9c6b80c2f62cc5d7_28) | | | | | | [25](#i59e6da11948e427c9c6b80c2f62cc5d7_28) | | |

| [PART II](#i59e6da11948e427c9c6b80c2f62cc5d7_40) | | | | | | | | |

| [6. \[Reserved\]](#i59e6da11948e427c9c6b80c2f62cc5d7_46) | | | | | | [30](#i59e6da11948e427c9c6b80c2f62cc5d7_46) | | |

| [PART III](#i59e6da11948e427c9c6b80c2f62cc5d7_160) | | | | | | | | |

| [PART IV](#i59e6da11948e427c9c6b80c2f62cc5d7_178) | | | | | | | | |

| [Signatures](#i59e6da11948e427c9c6b80c2f62cc5d7_187) | | | | | | [94](#i59e6da11948e427c9c6b80c2f62cc5d7_187) | | |

- our ability to respond to changes or uncertainty in the policies of countries and regions in which we do business, including with respect to trade policies, tariffs, or other protective measures, which can disrupt our global operations, as well as the operations of our customers and suppliers;

- our ability to manage and complete divestitures;

from the Executive Branch, including executive orders, and resulting from the One Big Beautiful Bill Act (“OBBBA”);

- our ability to protect our reputation;

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

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

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

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

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

| [PART III](#i85bd4a240c8949c6bb38726e6c1b4bf4_157) | | | | | | | | |

| [PART IV](#i85bd4a240c8949c6bb38726e6c1b4bf4_175) | | | | | | | | |

| [Signatures](#i85bd4a240c8949c6bb38726e6c1b4bf4_184) | | | | | | [90](#i85bd4a240c8949c6bb38726e6c1b4bf4_184) | | |

Our suppliers, third-party vendors, service providers, customers, [added: contractors, those who work for our contractors,] and other business partners (collectively, our [removed: "third-party] [added: “third-party] business [removed: partners")] [added: 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.

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 [removed: "Response Process"),] [added: “Response Process”),] which sets forth a [removed: 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 [removed: Plan] [added: Process] is routinely [removed: evaluated] [added: evaluated, tested] and updated as appropriate.

In addition to our Response [removed: Plan,] [added: Process,] 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.

[removed: Specifically, to evaluate third-party] [added: 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 [removed: past, including the incident disclosed in February 2024 relating to certain exfiltrated data.][added: past.]

The CDIO, who reports directly to our President and Chief Executive Officer, is a member of the [removed: Executive] [added: Enterprise] Leadership Team (the [removed: "ELT")] [added: “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 [removed: 25] [added: 20] plus years of IT and relevant cybersecurity experience.

[removed: The ECCRT] [added: Additionally, we have an Extended Cyber Crisis Response Team (“ECCRT”), which] is a cross-functional [removed: incident response] team comprised of senior leaders [removed: from across the various departments of the organization] that, in the event of a cyber incident, [removed: helps] [added: help] lead the decision-making process for the execution of containment and recovery processes and incident communications, including reporting to senior management and, in turn, the Board, as appropriate, in each case in accordance with the protocols set forth in our Response Process.

While the full Board retains overall oversight over cybersecurity, the Board has delegated to its Audit Committee oversight of the Company’s information technology security program and the controls around [removed: cybersecurity] [added: cybersecurity,] and to its Compliance and Risk Committee oversight of an enterprise risk management program that is designed to assist with monitoring and mitigating operational risks.

The emergence of artificial intelligence has provided additional tools for those who perpetrate these attacks, including through social engineering, the development of customized malware, and an enhanced ability to evade detection.

They also consider the evolution of different cybersecurity threats, including through artificial intelligence.

Specifically, to evaluate third-

To date, we are not aware of cybersecurity incidents that have materially affected or are reasonably likely to materially affect us.

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.

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

As of September 30, [removed: 2024,] [added: 2025,] 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.

Significant leased facilities are located in Puerto Rico plus the following states: Arizona, [added: California,] Colorado, Florida, Georgia, Hawaii, Indiana, Kentucky, Minnesota, Mississippi, New York, North Carolina, [added: Ohio,] Utah, and Washington.

As of September 30, [removed: 2024,] [added: 2025,] our animal health business operations were conducted in the United States and in the United Kingdom.

As of September 30, [removed: 2024,] [added: 2025,] the International Healthcare Solutions distribution operations were conducted in Canada, the Czech Republic, France, Lithuania, Netherlands, Norway, Romania, Spain, Turkey, and the United Kingdom.

[removed: Its global] specialty transportation and logistics operating facilities are located in over 50 countries.

Its global

The following is a list of our executive officers and their ages and positions as of November 15, [removed: 2024.][added: 2025.]

| Robert P. Mauch | | | | | | [removed: 57] [added: 58] | | | | | | President and Chief Executive Officer | | |

| Silvana Battaglia | | | | | | [removed: 57] [added: 58] | | | | | | Executive Vice President and Chief Human Resources Officer | | |

| Elizabeth S. Campbell | | | | | | [removed: 50] [added: 51] | | | | | | Executive Vice President and Chief Legal Officer | | |

| James F. Cleary | | | | | | [removed: 61] [added: 62] | | | | | | Executive Vice President and Chief Financial Officer | | |

[removed: Mr. Collis] [added: Ms. Campbell] has been employed by the Company [removed: or one of its predecessors] for [removed: over 25] [added: 15] years.

| Pawan Verma | | | | | | 49 | | | | | | Executive Vice President and Chief Data and Information Officer | | |

Mr. Verma has been Executive Vice President and Chief Data and Information Officer since October 2024.

Prior to joining the Company, he worked at MetLife as Executive Vice President and Global Chief Information Officer from November 2020 to October 2024.

He also held leadership roles at Foot Locker, Target Corporation, and Verizon.

| 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.

From November 2010 to July 2011, he served as President and Chief Operating Officer.

He served as Executive Vice President and President of AmerisourceBergen Drug Corporation from September 2009 to November 2010.

He was Executive Vice President and President of AmerisourceBergen Specialty Group from September 2007 to September 2009 and was Senior Vice President of the Company and President of AmerisourceBergen Specialty Group from August 2001 to September 2007.

Ms. Campbell has been employed by the Company for 14 years.

The [removed: Company's] [added: Company’s] common stock is traded on the New York Stock Exchange under the trading symbol [removed: "COR."] [added: “COR.”] As of October 31, [removed: 2024,] [added: 2025,] there were [removed: 2,251] [added: 2,166] record holders of the [removed: Company's] [added: Company’s] common stock.

Computershare can be reached at (mail) Cencora, Inc. c/o [removed: Computershare,] [added: Computershare Investor Services,] P.O. Box [removed: 50500, Louisville, KY 40233-500;] [added: 43006, Providence, RI 02940-3006;] (telephone): Domestic 1-800-522-6645, International 1-201-680-6578, and (internet) *www.computershare.com/investor.*

The following sets forth the total number of shares purchased, the average price paid per share, the total number of shares purchased as part of publicly announced programs, and the approximate dollar value of shares that may yet be purchased under the programs during each month in the quarter ended September 30, [removed: 2024.][added: 2025.]

a.In March [removed: 2023,] [added: 2024,] the [removed: Company's] [added: Company’s] Board of Directors authorized a 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 fiscal [removed: 2024,] [added: 2025,] the Company purchased [removed: 3.0] [added: 1.9] million shares of its common stock for [removed: $682.3 million, including 1.9 million shares from WBA for $427.4] [added: $435.4] million.

As of September 30, [removed: 2024,] [added: 2025,] the Company had [removed: $1,317.7] [added: $882.2] million availability under this program.

[removed: c.Employees] [added: b.Employees] surrendered [removed: 325,402] [added: 324,669] shares during fiscal [removed: 2024] [added: 2025] to meet minimum tax-withholding obligations upon vesting of restricted stock.

This graph depicts the [removed: Company's] [added: Company’s] five-year cumulative total stockholder returns relative to the performance of the Standard and [removed: Poor's] [added: Poor’s] 500 Composite Stock Index and the S&P Health Care Index from the market close on September 30, [removed: 2019] [added: 2020] to September 30, [removed: 2024.][added: 2025.]

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: 2019.][added: 2020.]

[removed: ][added: ]

| | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | |

* $100 invested on September 30, [removed: 2019] [added: 2020] in stock or index, including reinvestment of dividends.

| November 2025 | | | | | | $0.600 | | | | | | $0.550 | | | | | | 9% | | |

| July 1 to July 31 | | | | | | 165 | | | | | | $ | 295.33 | | | | | — | | | | | | $ | 882,238,036 | |

| August 1 to August 31 | | | | | | 205 | | | | | | $ | 291.61 | | | | | — | | | | | | $ | 882,238,036 | |

| September 1 to September 30 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 882,238,036 | |

| Total | | | | | | 370 | | | | | | | | | | | | — | | | | | | | | |

| Cencora, Inc. | | | | | | $ | 100.00 | | | | | $ | 125.20 | | | | | $ | 143.70 | | | | | $ | 193.34 | | | | | $ | 244.03 | | | | | $ | 341.68 | |

| S&P 500 | | | | | | $ | 100.00 | | | | | $ | 130.01 | | | | | $ | 109.89 | | | | | $ | 133.65 | | | | | $ | 182.23 | | | | | $ | 214.30 | |

| S&P Health Care | | | | | | $ | 100.00 | | | | | $ | 122.56 | | | | | $ | 118.43 | | | | | $ | 128.12 | | | | | $ | 155.91 | | | | | $ | 143.51 | |

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

| 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 | | | | | | | | |

During fiscal 2024, the Company purchased 3.9 million shares of its common stock for $809.0 million, including 2.5 million shares from WBA for $522.6 million, to complete its authorization under this program.

b.In March 2024, the Company's Board of Directors authorized a new share repurchase program allowing the Company to purchase up to $2.0 billion of its outstanding common stock, subject to market conditions.

From October 1, 2024 through November 22, 2024, the Company purchased 1.7 million shares of its common stock for a total of $385.4 million.

| 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 | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i85bd4a240c8949c6bb38726e6c1b4bf4_61)] [added: Firm](#i59e6da11948e427c9c6b80c2f62cc5d7_64)] (PCAOB ID: 0042) | | | | | | [removed: [46](#i85bd4a240c8949c6bb38726e6c1b4bf4_61)] [added: [47](#i59e6da11948e427c9c6b80c2f62cc5d7_64)] | | |

| [Consolidated Financial [removed: Statements:](#i85bd4a240c8949c6bb38726e6c1b4bf4_64)] [added: Statements:](#i59e6da11948e427c9c6b80c2f62cc5d7_67)] | | | | | | | | |

| [Consolidated Balance Sheets as of September 30, [removed: 202](#i85bd4a240c8949c6bb38726e6c1b4bf4_67)[4](#i85bd4a240c8949c6bb38726e6c1b4bf4_67)] [added: 202](#i59e6da11948e427c9c6b80c2f62cc5d7_70)[5](#i59e6da11948e427c9c6b80c2f62cc5d7_70)] [and [removed: 202](#i85bd4a240c8949c6bb38726e6c1b4bf4_67)[3](#i85bd4a240c8949c6bb38726e6c1b4bf4_67)] [added: 202](#i59e6da11948e427c9c6b80c2f62cc5d7_70)[4](#i59e6da11948e427c9c6b80c2f62cc5d7_70)] | | | | | | [removed: [49](#i85bd4a240c8949c6bb38726e6c1b4bf4_67)] [added: [50](#i59e6da11948e427c9c6b80c2f62cc5d7_70)] | | |

| [Consolidated Statements of Operations for the fiscal years ended September 30, [removed: 202](#i85bd4a240c8949c6bb38726e6c1b4bf4_70)[4](#i85bd4a240c8949c6bb38726e6c1b4bf4_70)[, 202](#i85bd4a240c8949c6bb38726e6c1b4bf4_70)[3](#i85bd4a240c8949c6bb38726e6c1b4bf4_70)[, and](#i85bd4a240c8949c6bb38726e6c1b4bf4_70) [2022](#i85bd4a240c8949c6bb38726e6c1b4bf4_70)] [added: 202](#i59e6da11948e427c9c6b80c2f62cc5d7_73)[5](#i59e6da11948e427c9c6b80c2f62cc5d7_73)[, 202](#i59e6da11948e427c9c6b80c2f62cc5d7_73)[4](#i59e6da11948e427c9c6b80c2f62cc5d7_73)[, and 20](#i59e6da11948e427c9c6b80c2f62cc5d7_73)[2](#i59e6da11948e427c9c6b80c2f62cc5d7_73)[3](#i59e6da11948e427c9c6b80c2f62cc5d7_73)] | | | | | | [removed: [50](#i85bd4a240c8949c6bb38726e6c1b4bf4_70)] [added: [51](#i59e6da11948e427c9c6b80c2f62cc5d7_73)] | | |

| [Consolidated Statements of Comprehensive Income for the fiscal years ended September 30, [removed: 202](#i85bd4a240c8949c6bb38726e6c1b4bf4_73)[4](#i85bd4a240c8949c6bb38726e6c1b4bf4_73)[, 202](#i85bd4a240c8949c6bb38726e6c1b4bf4_73)[3](#i85bd4a240c8949c6bb38726e6c1b4bf4_73)[,] [added: 202](#i59e6da11948e427c9c6b80c2f62cc5d7_76)[5](#i59e6da11948e427c9c6b80c2f62cc5d7_76)[, 202](#i59e6da11948e427c9c6b80c2f62cc5d7_76)[4](#i59e6da11948e427c9c6b80c2f62cc5d7_76)[,] and [removed: 20](#i85bd4a240c8949c6bb38726e6c1b4bf4_73)[22](#i85bd4a240c8949c6bb38726e6c1b4bf4_73)] [added: 20](#i59e6da11948e427c9c6b80c2f62cc5d7_76)[2](#i59e6da11948e427c9c6b80c2f62cc5d7_76)[3](#i59e6da11948e427c9c6b80c2f62cc5d7_76)] | | | | | | [removed: [51](#i85bd4a240c8949c6bb38726e6c1b4bf4_73)] [added: [52](#i59e6da11948e427c9c6b80c2f62cc5d7_76)] | | |

| [Consolidated Statements of Changes in [removed: Stockholders' Equity] [added: Stockholders](#i59e6da11948e427c9c6b80c2f62cc5d7_79)[’](#i59e6da11948e427c9c6b80c2f62cc5d7_79) [Equity] for the fiscal years ended September 30, [removed: 202](#i85bd4a240c8949c6bb38726e6c1b4bf4_76)[4](#i85bd4a240c8949c6bb38726e6c1b4bf4_76)[, 202](#i85bd4a240c8949c6bb38726e6c1b4bf4_76)[3](#i85bd4a240c8949c6bb38726e6c1b4bf4_76)[,] [added: 202](#i59e6da11948e427c9c6b80c2f62cc5d7_79)[5](#i59e6da11948e427c9c6b80c2f62cc5d7_79)[, 202](#i59e6da11948e427c9c6b80c2f62cc5d7_79)[4](#i59e6da11948e427c9c6b80c2f62cc5d7_79)[,] and [removed: 20](#i85bd4a240c8949c6bb38726e6c1b4bf4_76)[22](#i85bd4a240c8949c6bb38726e6c1b4bf4_76)] [added: 202](#i59e6da11948e427c9c6b80c2f62cc5d7_79)[3](#i59e6da11948e427c9c6b80c2f62cc5d7_79)] | | | | | | [removed: [52](#i85bd4a240c8949c6bb38726e6c1b4bf4_76)] [added: [53](#i59e6da11948e427c9c6b80c2f62cc5d7_79)] | | |

| [Consolidated Statements of Cash Flows for the fiscal years ended September 30, [removed: 202](#i85bd4a240c8949c6bb38726e6c1b4bf4_82)[4](#i85bd4a240c8949c6bb38726e6c1b4bf4_82)[, 202](#i85bd4a240c8949c6bb38726e6c1b4bf4_82)[3](#i85bd4a240c8949c6bb38726e6c1b4bf4_82)[,] [added: 202](#i59e6da11948e427c9c6b80c2f62cc5d7_85)[5](#i59e6da11948e427c9c6b80c2f62cc5d7_85)[, 202](#i59e6da11948e427c9c6b80c2f62cc5d7_85)[4](#i59e6da11948e427c9c6b80c2f62cc5d7_85)[,] and [removed: 20](#i85bd4a240c8949c6bb38726e6c1b4bf4_82)[22](#i85bd4a240c8949c6bb38726e6c1b4bf4_82)] [added: 202](#i59e6da11948e427c9c6b80c2f62cc5d7_85)[3](#i59e6da11948e427c9c6b80c2f62cc5d7_85)] | | | | | | [removed: [53](#i85bd4a240c8949c6bb38726e6c1b4bf4_82)] [added: [54](#i59e6da11948e427c9c6b80c2f62cc5d7_85)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i85bd4a240c8949c6bb38726e6c1b4bf4_85)] [added: Statements](#i59e6da11948e427c9c6b80c2f62cc5d7_88)] | | | | | | [removed: [54](#i85bd4a240c8949c6bb38726e6c1b4bf4_85)] [added: [55](#i59e6da11948e427c9c6b80c2f62cc5d7_88)] | | |

We have audited the accompanying consolidated balance sheets of Cencora, Inc. and subsidiaries (the Company) as of September 30, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended September 30, [removed: 2024,] [added: 2025,] 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended September 30, [removed: 2024,] [added: 2025,] 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 [removed: Company's] [added: Company’s] internal control over financial reporting as of September 30, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated November [removed: 26, 2024] [added: 25, 2025] expressed an unqualified opinion thereon.

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

| *Description of the Matter* | | | As discussed in Note [removed: 13] [added: 12] 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. As discussed in Note 4, in connection with the 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. | | |

| | | | Auditing management’s determination of whether the risk of loss related to opioid litigation and investigations is probable and reasonably estimable, and the related disclosures is highly subjective and requires significant judgment. Auditing management’s judgments related to unsettled cases was challenging due to the significant judgment applied in determining the likelihood of resolution of matters through settlement or litigation and the magnitude of the liability. In addition, auditing [removed: management's] [added: management’s] estimate of the amount of income tax benefit related to the [removed: Company's] [added: Company’s] uncertain tax positions is challenging because the evaluation of the technical merits of income tax benefits that qualify for a deduction related to [removed: the] [added: settled] opioid [removed: litigation and investigations] [added: lawsuits] requires significant judgment. | | |

| *How We Addressed the Matter in Our Audit* | | | We tested the Company’s internal controls that address the risks of material misstatement related to the completeness and presentation and disclosure of the opioid litigation and investigations liability and [removed: 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 disclosures. | | |

| *Description of the Matter* | | | At September 30, [removed: 2024,] [added: 2025,] the Company’s consolidated goodwill balance was [removed: $9,318] [added: $13,677] million. As discussed in Note [removed: 2] [added: 1] 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, [removed: 2024.] [added: 2025.] Based on the Company’s assessment, the estimated fair value of the reporting unit was determined to be less than its carrying value. [removed: As a result, a] [added: A] pre-tax goodwill impairment charge of [removed: $418] [added: $723.9] million was [removed: recognized.] [added: recognized, resulting in the PharmaLex reporting unit goodwill being fully impaired as of September 30, 2025.] | | |

| | | | 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 [removed: revenue growth rate,] discount rate and earnings before interest, taxes, depreciation and amortization [removed: ("EBITDA")] [added: (“EBITDA”)] margin. | | |

| | | | 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 [added: assessed the historical accuracy of management’s estimates and] 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. | | |

| (in thousands, except share and per share data) | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

| Cash and cash equivalents | | | | | | $ | [added: 4,356,138 | | | | | $ |] 3,132,648 | | | | | $ | 2,592,051 | | [added: | | | $ | 3,388,189 | |]

| Accounts receivable, less allowances for returns and credit losses: [removed: 2024] [added: 2025] — [removed: $1,308,018; 2023] [added: $1,796,172; 2024] — [removed: $1,433,396] [added: $1,308,018] | | | | | | [removed: 23,871,815] [added: 25,225,299] | | | | | | [removed: 20,911,081] [added: 23,871,815] | | |

| Inventories | | | | | | [removed: 18,998,833] [added: 20,492,480] | | | | | | [removed: 17,454,768] [added: 18,998,833] | | |

| Right to recover assets | | | | | | [removed: 1,175,871] [added: 1,625,817] | | | | | | [removed: 1,314,857] [added: 1,175,871] | | |

| Prepaid expenses and other | | | | | | [removed: 450,417 | | | | | | 448,949] [added: 12,866] | | |

| Total current assets | | | | | | [removed: 47,717,813] [added: 52,239,073] | | | | | | [removed: 42,798,826] [added: 47,717,813] | | |

| Property and equipment, net | | | | | | [removed: 2,181,410] [added: 2,539,076] | | | | | | [removed: 2,135,171] [added: 2,181,410] | | |

| Goodwill | | | | | | [removed: 9,318,027] [added: 13,676,520] | | | | | | [removed: 9,574,117] [added: 9,318,027] | | |

| Other intangible assets | | | | | | [removed: 4,001,046] [added: 3,774,181] | | | | | | [removed: 4,431,783] [added: 4,001,046] | | |

| Deferred income taxes | | | | | | [removed: 246,348] [added: 208,810] | | | | | | [removed: 200,667] [added: 246,348] | | |

| Other assets | | | | | | [removed: 3,637,023] [added: 4,152,452] | | | | | | [removed: 3,418,182] [added: 3,637,023] | | |

| TOTAL ASSETS | | | | | | $ | [removed: 67,101,667] [added: 76,590,112] | | | | | $ | [removed: 62,558,746] [added: 67,101,667] | |

| Accounts payable | | | | | | $ | [removed: 50,942,162] [added: 54,719,761] | | | | | $ | [removed: 45,836,037] [added: 50,942,162] | |

| Accrued expenses and other | | | | | | [removed: 2,758,560] [added: 2,982,993] | | | | | | [removed: 2,353,817] [added: 2,758,560] | | |

| Short-term debt | | | | | | [removed: 576,331] [added: 117,785] | | | | | | [removed: 641,344] [added: 576,331] | | |

| Total current liabilities | | | | | | [removed: 54,277,053] [added: 57,820,539] | | | | | | [removed: 48,831,198] [added: 54,277,053] | | |

| Long-term debt | | | | | | [removed: 3,811,745] [added: 7,542,988] | | | | | | [removed: 4,146,113] [added: 3,811,745] | | |

| Accrued income taxes | | | | | | [removed: 291,796] [added: 337,631] | | | | | | [removed: 310,676] [added: 291,796] | | |

| Deferred income taxes | | | | | | [removed: 1,643,746] [added: 1,620,724] | | | | | | [removed: 1,657,944] [added: 1,643,746] | | |

| Accrued litigation liability | | | | | | [removed: 4,296,902] [added: 3,881,283] | | | | | | [removed: 5,061,795] [added: 4,296,902] | | |

| Other liabilities | | | | | | [removed: 1,993,683] [added: 3,639,862] | | | | | | [removed: 1,884,733] [added: 1,993,683] | | |

November 25, 2025

| Cash and cash equivalents | | | | | | $ | 4,356,138 | | | | | $ | 3,132,648 | |

| Prepaid expenses and other | | | | | | 539,339 | | | | | | 538,646 | | |

| Noncontrolling interests | | | | | | 239,066 | | | | | | 140,804 | | |

| Net income | | | | | | — | | | | | | — | | | | | | 1,554,169 | | | | | | — | | | | | | — | | | | | | 13,645 | | | | | | 1,567,814 | | |

| Other comprehensive income | | | | | | — | | | | | | — | | | | | | — | | | | | | 87,740 | | | | | | — | | | | | | 10,075 | | | | | | 97,815 | | |

| Acquisitions | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 74,711 | | | | | | 74,711 | | |

| Other, net | | | | | | 8 | | | | | | (3,580) | | | | | | — | | | | | | — | | | | | | — | | | | | | (169) | | | | | | (3,741) | | |

| September 30, 2025 | | | | | | $ | 2,974 | | | | | $ | 6,204,302 | | | | | $ | 6,534,227 | | | | | $ | (901,378) | | | | | $ | (10,332,106) | | | | | $ | 239,066 | | | | | $ | 1,747,085 | |

| Net income | | | | | | $ | 1,567,814 | | | | | $ | 1,519,273 | | | | | $ | 1,732,576 | |

| Adjustments to RCA equity units (Note 2) | | | | | | 121,666 | | | | | | — | | | | | | — | | |

| Adjustments to contingent consideration (Note 2) | | | | | | 19,550 | | | | | | — | | | | | | — | | |

| Gain on divestiture of equity investment | | | | | | (12,838) | | | | | | — | | | | | | — | | |

| Prepaid expenses and other assets | | | | | | 173,857 | | | | | | 156,672 | | | | | | 211,242 | | |

September 30, 2025

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

The Company adopted ASU 2023-07 and retrospectively reflected segment cost of goods sold and segment operating expenses in Note 14.

The adoption of ASU 2023-07 had no impact on the Company’s Consolidated Financial Statements.

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”).” ASU 2024-03 requires disaggregated disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses.

Expense captions should be disaggregated to include expenses related to purchases of inventory, employee compensation, depreciation, and intangible asset amortization.

ASU 2024-03 applies to public entities and is effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027.

The guidance should be applied prospectively with the option for retrospective application.

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

The Company uses foreign currency denominated debt held at the parent level to offset a portion of its foreign currency exchange rate exposure on its net investments in Euro-denominated subsidiaries.

The Company’s €1.0 billion of senior notes (Note 6) are designated as nonderivative hedging instruments that are remeasured each reporting period to reflect changes in the foreign currency exchange spot rate, with changes since the last remeasurement date recorded as foreign currency translation adjustments as a component of other comprehensive income/loss.

The Company recorded losses on its nonderivative hedges of $55.3 million in Foreign Currency Translation Adjustments in the Consolidated Statement of Comprehensive Income in fiscal 2025.

In fiscal 2025, the Company recorded a $113.5 million impairment of an equity investment that was made in fiscal 2021 in Other Loss (Income), Net in its Consolidated Statement of Operations.

| (in thousands) | | | | | | 2025 | | | | | | 2024 | | |

RCA Acquisition

On January 2, 2025, the Company acquired an 85% interest in Retina Consultants of America (“RCA”) for $4,042.0 million in cash, $694.4 million of contingent consideration related to equity units for certain RCA physicians and members of management that retained the remaining 15% interest in RCA, $545.7 million for the settlement of a net receivable resulting from a pre-existing commercial relationship between the Company and RCA, and $393.1 million for contingent consideration payable to the sellers associated with RCA’s achievement of certain predefined business objectives in fiscal 2027 and fiscal 2028.

The Company funded the cash purchase price through a combination of cash on hand and new debt financing (see Note 6).

The Company believes the acquisition of RCA allows it to broaden its relationships with community providers and to build on its leadership in specialty pharmaceuticals within its U.S. Healthcare Solutions reportable segment.

As part of the acquisition, certain RCA physicians and members of management retained equity in RCA.

The Company evaluated the equity unit arrangements to determine if the contingent payments were part of the purchase price or post-acquisition compensation expense, which would be recognized over any future service period.

The $694.4 million of contingent consideration for the retained equity units was concluded to be a part of the purchase price and initially recorded at its fair value at the time of the acquisition based on the unit price that the Company paid to acquire RCA times the number of equity units retained by RCA physicians and members of management, and represents a Level 3 fair value measurement.

The equity units retained by RCA physicians have an embedded option feature that is a liability classified compensation arrangement and is being expensed ratably over a period of 1.5 years.

The fair value of the embedded option feature was determined using a Black-Scholes model that included assumptions for the equity unit value, expected life, and volatility and represents a Level 3 fair value measurement.

During fiscal 2025, the Company recognized an expense of $121.7 million related to this embedded option feature and other incentive units granted in conjunction with the acquisition of RCA in Acquisition-Related Deal and Integration Expenses in its Consolidated Statement of Operations.

The liability and associated future expenses may vary based on the change in the estimated fair value and payments made.

The Company’s estimated liability related to the equity units is $815.2 million and is recorded in Other Liabilities on the Company’s Consolidated Balance Sheet, as of September 30, 2025.

November 26, 2024

| Income tax receivable | | | | | | 88,229 | | | | | | 77,120 | | |

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

| Asset impairment | | | | | | — | | | | | | — | | | | | | 4,946 | | |

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

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

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

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

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

| Income tax receivable | | | | | | (11,109) | | | | | | 102,201 | | | | | | 49,307 | | |

| Prepaid expenses and other assets | | | | | | 167,781 | | | | | | 109,041 | | | | | | 102,708 | | |

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

| LESS: INCREASE IN CASH CLASSIFIED WITHIN ASSETS HELD FOR SALE | | | | | | — | | | | | | — | | | | | | (610) | | |

| INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | | | | | | 544,991 | | | | | | (840,650) | | | | | | 523,411 | | |

As of September 30, 2024, there were no recently-adopted accounting standards that had a material impact on the Company's financial position, results of operations, cash flows, or notes to the financial statements upon their adoption.

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

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

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

The Company aggregates two or more components within an operating segment that have similar economic characteristics.

The quantitative impairment assessment for indefinite-lived intangibles other than goodwill (certain trademarks and trade names) consists of a comparison of the fair value of the indefinite-lived intangible asset to the carrying value of the asset as of the impairment testing date.

The Company estimates the fair value of its indefinite-lived intangibles using the relief from royalty method, which is a widely used valuation technique for such assets.

The fair value derived from the relief from royalty method is measured as the discounted cash flow savings realized from owning such indefinite-lived trademarks and trade names and not having to pay a royalty for their use.

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

Consolidated Balance Sheets.

During the next 12 months, it is reasonably possible that tax audit resolutions and the expiration of statutes of limitations could result in a reduction of unrecognized tax benefits by approximately $13.5 million.

| Goodwill as of September 30, 2022 | | | | | | $ | 6,280,240 | | | | | $ | 2,223,646 | | | | | $ | 8,503,886 | |

| Goodwill recognized in connection with acquisitions | | | | | | — | | | | | | 1,026,440 | | | | | | 1,026,440 | | |

| Goodwill derecognized in connection with divestiture | | | | | | — | | | | | | (14,424) | | | | | | (14,424) | | |

| Foreign currency translation | | | | | | 2,177 | | | | | | 56,038 | | | | | | 58,215 | | |

| Goodwill as of September 30, 2023 | | | | | | 6,282,417 | | | | | | 3,291,700 | | | | | | 9,574,117 | | |

| Goodwill as of September 30, 2024 | | | | | | $ | 6,285,165 | | | | | $ | 3,032,862 | | | | | $ | 9,318,027 | |

| $500,000, 3.250% senior notes due 2025 | | | | | | 499,738 | | | | | | 499,026 | | |

| Total, net of current portion | | | | | | $ | 3,811,745 | | | | | $ | 4,146,113 | |

In October 2024, the Company amended the Receivables Securitization Facility to extend the expiration to October 2027.

The Company has available to it an accordion feature whereby the commitment on the Receivables Securitization Facility may be increased by up to $250 million, subject to lender approval, for seasonal needs during the December and March quarters.

Revolving Credit Note, Overdraft Facility, and Money Market Facility

The Company had a $75 million uncommitted, unsecured line of credit available to it pursuant to a revolving credit note that was terminated in April 2024.

The Company also had a £10 million uncommitted U.K. overdraft facility, which expired in February 2024, to fund short-term normal trading cycle fluctuations related to its MWI Animal Health business.

The [removed: Company's] [added: Company’s] Chief Executive Officer and Chief Financial Officer, with the participation of other members of the [removed: Company's] [added: Company’s] management, have evaluated the effectiveness of the [removed: Company's] [added: Company’s] disclosure controls and procedures (as such term is defined in Rules [removed: 13a — 15(e)] [added: 13a-15(e)] and [removed: 15d — 15(e)] [added: 15d-15(e)] under the Exchange Act) and have concluded that the [removed: Company's] [added: Company’s] disclosure controls and procedures were effective for their intended purposes as of the end of the period covered by this report.

There were no changes during the fiscal quarter ended September 30, [removed: 2024] [added: 2025] in the [removed: Company's] [added: Company’s] internal control over financial reporting that materially affected, or are reasonably likely to materially affect, those controls.

[removed: Cencora's] [added: Cencora’s] management assessed the effectiveness of [removed: Cencora's] [added: Cencora’s] internal control over financial reporting as of September 30, [removed: 2024.][added: 2025.]

Based on [removed: management's] [added: management’s] assessment and those criteria, management has concluded that [removed: Cencora's] [added: Cencora’s] internal control over financial reporting was effective as of September 30, [removed: 2024.][added: 2025.]

We have audited Cencora, Inc. and subsidiaries’ internal control over financial reporting as of September 30, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Cencora, Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of September 30, [removed: 2024,] [added: 2025,] 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: 2024] [added: 2025] consolidated financial statements of the Company and our report dated November [removed: 26, 2024] [added: 25, 2025] expressed an unqualified opinion thereon.

During the second quarter of fiscal 2025, the Company acquired Retina Consultants of America (“RCA”).

As permitted by related SEC staff interpretive guidance for newly acquired businesses, RCA has been excluded from management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of September 30, 2025.

In the aggregate, RCA represented 8% of the total assets (of which 7% represented acquired goodwill and intangibles) and 1% of total revenue of the Company as of and for the fiscal year ended September 30, 2025.

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 Retina Consultants of America (“RCA”), which is included in the 2025 consolidated financial statements of the Company and constituted 8% of total assets as of September 30, 2025 and 1% of total revenue 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 RCA.

November 25, 2025

November 26, 2024

During the three months ended September 30, [removed: 2024,] [added: 2025,] none of [removed: our] [added: the Company’s] 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: 2025] [added: 2026] Annual Meeting of Stockholders (the [removed: "2025] [added: “2026] Proxy [removed: Statement"),] [added: Statement”),] including information appearing under [removed: "Proxy] [added: “Proxy] Statement [removed: Summary," "Board] [added: Summary,” “Board] and Governance [removed: Matters," "Delinquent Section 16(a) Reports,"] [added: Matters,”] and [removed: "Audit] [added: “Audit] Committee [removed: Matters"] [added: Matters”] is incorporated herein by reference.

We will file the [removed: 2025] [added: 2026] 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 [removed: Internet] [added: investor relations] website, which is investor.cencora.com.

Any amendment to, or waiver from, any provision of this Code of Ethics will be posted on our [removed: Internet] [added: investor relations] website.

Information contained in the [removed: 2025] [added: 2026] Proxy Statement, including information appearing under [removed: "Board] [added: “Board] and Governance [removed: Matters," "Director Compensation,"] [added: Matters,” “Director Compensation,”] and [removed: "Executive Compensation"] [added: “Executive Compensation”] in the [removed: 2025] [added: 2026] Proxy Statement, is incorporated herein by reference.

Information contained in the [removed: 2025] [added: 2026] Proxy Statement, including information appearing under [removed: "Stock] [added: “Stock] Ownership [removed: Information"] [added: Information”] in the [removed: 2025] [added: 2026] Proxy Statement, is incorporated herein by reference.

Information contained in the [removed: 2025] [added: 2026] Proxy Statement, including information appearing under [removed: "Board] [added: “Board] and Governance [removed: Matters"] [added: Matters”] and [removed: "Related] [added: “Related] Persons [removed: Transactions"] [added: Transactions”] in the [removed: 2025] [added: 2026] Proxy Statement, is incorporated herein by reference.

Information contained in the [removed: 2025] [added: 2026] Proxy Statement, including information appearing under [removed: "Audit] [added: “Audit] Committee [removed: Matters"] [added: Matters”] in the [removed: 2025] [added: 2026] Proxy Statement, is incorporated herein by reference.

| [Report of Ernst & Young LLP, Independent Registered Public Accounting [removed: Firm](#i85bd4a240c8949c6bb38726e6c1b4bf4_61)] [added: Firm](#i59e6da11948e427c9c6b80c2f62cc5d7_64)] | | | [removed: [46](#i85bd4a240c8949c6bb38726e6c1b4bf4_61)] [added: [47](#i59e6da11948e427c9c6b80c2f62cc5d7_64)] | | |

| [Consolidated Balance Sheets as of September 30, [removed: 202](#i85bd4a240c8949c6bb38726e6c1b4bf4_67)[4](#i85bd4a240c8949c6bb38726e6c1b4bf4_67)] [added: 202](#i59e6da11948e427c9c6b80c2f62cc5d7_70)[5](#i59e6da11948e427c9c6b80c2f62cc5d7_70)] [and [removed: 20](#i85bd4a240c8949c6bb38726e6c1b4bf4_67)[23](#i85bd4a240c8949c6bb38726e6c1b4bf4_67)] [added: 202](#i59e6da11948e427c9c6b80c2f62cc5d7_70)[4](#i59e6da11948e427c9c6b80c2f62cc5d7_70)] | | | [removed: [49](#i85bd4a240c8949c6bb38726e6c1b4bf4_67)] [added: [50](#i59e6da11948e427c9c6b80c2f62cc5d7_70)] | | |

| [Consolidated Statements of Operations for the fiscal years ended September 30, [removed: 202](#i85bd4a240c8949c6bb38726e6c1b4bf4_70)[4](#i85bd4a240c8949c6bb38726e6c1b4bf4_70)[, 202](#i85bd4a240c8949c6bb38726e6c1b4bf4_70)[3](#i85bd4a240c8949c6bb38726e6c1b4bf4_70)] [added: 202](#i59e6da11948e427c9c6b80c2f62cc5d7_73)[5](#i59e6da11948e427c9c6b80c2f62cc5d7_73)[, 202](#i59e6da11948e427c9c6b80c2f62cc5d7_73)[4](#i59e6da11948e427c9c6b80c2f62cc5d7_73)] [and [removed: 20](#i85bd4a240c8949c6bb38726e6c1b4bf4_70)[22](#i85bd4a240c8949c6bb38726e6c1b4bf4_70)] [added: 202](#i59e6da11948e427c9c6b80c2f62cc5d7_73)[3](#i59e6da11948e427c9c6b80c2f62cc5d7_73)] | | | [removed: [50](#i85bd4a240c8949c6bb38726e6c1b4bf4_70)] [added: [51](#i59e6da11948e427c9c6b80c2f62cc5d7_73)] | | |

| [Consolidated Statements of Comprehensive Income for the fiscal years ended September 30, [removed: 202](#i85bd4a240c8949c6bb38726e6c1b4bf4_73)[4](#i85bd4a240c8949c6bb38726e6c1b4bf4_73)[, 202](#i85bd4a240c8949c6bb38726e6c1b4bf4_73)[3](#i85bd4a240c8949c6bb38726e6c1b4bf4_73)[,] [added: 202](#i59e6da11948e427c9c6b80c2f62cc5d7_76)[5](#i59e6da11948e427c9c6b80c2f62cc5d7_76)[, 202](#i59e6da11948e427c9c6b80c2f62cc5d7_76)[4](#i59e6da11948e427c9c6b80c2f62cc5d7_76)[,] and [removed: 20](#i85bd4a240c8949c6bb38726e6c1b4bf4_73)[22](#i85bd4a240c8949c6bb38726e6c1b4bf4_73)] [added: 202](#i59e6da11948e427c9c6b80c2f62cc5d7_76)[3](#i59e6da11948e427c9c6b80c2f62cc5d7_76)] | | | [removed: [51](#i85bd4a240c8949c6bb38726e6c1b4bf4_73)] [added: [52](#i59e6da11948e427c9c6b80c2f62cc5d7_76)] | | |

| [Consolidated Statements of Changes in [removed: Stockholders' Equity] [added: Stockholders](#i59e6da11948e427c9c6b80c2f62cc5d7_79)[’](#i59e6da11948e427c9c6b80c2f62cc5d7_79) [Equity] for the fiscal years ended September 30, [removed: 202](#i85bd4a240c8949c6bb38726e6c1b4bf4_76)[4](#i85bd4a240c8949c6bb38726e6c1b4bf4_76)[, 202](#i85bd4a240c8949c6bb38726e6c1b4bf4_76)[3](#i85bd4a240c8949c6bb38726e6c1b4bf4_76)[,] [added: 202](#i59e6da11948e427c9c6b80c2f62cc5d7_79)[5](#i59e6da11948e427c9c6b80c2f62cc5d7_79)[, 202](#i59e6da11948e427c9c6b80c2f62cc5d7_79)[4](#i59e6da11948e427c9c6b80c2f62cc5d7_79)[,] and [removed: 20](#i85bd4a240c8949c6bb38726e6c1b4bf4_76)[22](#i85bd4a240c8949c6bb38726e6c1b4bf4_76)] [added: 202](#i59e6da11948e427c9c6b80c2f62cc5d7_79)[3](#i59e6da11948e427c9c6b80c2f62cc5d7_79)] | | | [removed: [52](#i85bd4a240c8949c6bb38726e6c1b4bf4_76)] [added: [53](#i59e6da11948e427c9c6b80c2f62cc5d7_79)] | | |

| [Consolidated Statements of Cash Flows for the fiscal years ended September 30, [removed: 202](#i85bd4a240c8949c6bb38726e6c1b4bf4_82)[4](#i85bd4a240c8949c6bb38726e6c1b4bf4_82)[, 202](#i85bd4a240c8949c6bb38726e6c1b4bf4_82)[3](#i85bd4a240c8949c6bb38726e6c1b4bf4_82)[,] [added: 202](#i59e6da11948e427c9c6b80c2f62cc5d7_85)[5](#i59e6da11948e427c9c6b80c2f62cc5d7_85)[, 202](#i59e6da11948e427c9c6b80c2f62cc5d7_85)[4](#i59e6da11948e427c9c6b80c2f62cc5d7_85)[,] and [removed: 20](#i85bd4a240c8949c6bb38726e6c1b4bf4_82)[22](#i85bd4a240c8949c6bb38726e6c1b4bf4_82)] [added: 20](#i59e6da11948e427c9c6b80c2f62cc5d7_85)[2](#i59e6da11948e427c9c6b80c2f62cc5d7_85)[3](#i59e6da11948e427c9c6b80c2f62cc5d7_85)] | | | [removed: [53](#i85bd4a240c8949c6bb38726e6c1b4bf4_82)] [added: [54](#i59e6da11948e427c9c6b80c2f62cc5d7_85)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i85bd4a240c8949c6bb38726e6c1b4bf4_85)] [added: Statements](#i59e6da11948e427c9c6b80c2f62cc5d7_88)] | | | [removed: [54](#i85bd4a240c8949c6bb38726e6c1b4bf4_85)] [added: [55](#i59e6da11948e427c9c6b80c2f62cc5d7_88)] | | |

| [Schedule II — Valuation and Qualifying [removed: Accounts](#i85bd4a240c8949c6bb38726e6c1b4bf4_187)] [added: Accounts](#i59e6da11948e427c9c6b80c2f62cc5d7_190)] | | | [removed: [92](#i85bd4a240c8949c6bb38726e6c1b4bf4_187)] [added: [96](#i59e6da11948e427c9c6b80c2f62cc5d7_190)] | | |

| [removed: 2.1] [added: ‡10.15] | | | [removed: [Share Purchase Agreement, by and between Walgreens Boots Alliance, Inc.] [added: [Amended] and [removed: AmerisourceBergen Corporation,] [added: Restated Employment Agreement,] dated as of [removed: January 6, 2021] [added: March 12, 2024, between the Company and Robert P. Mauch] (incorporated by reference to Exhibit [removed: 2.1] [added: 10.1] to the [removed: Registrant's] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1140859/000110465924035045/tm248865d1_ex10-1.htm)[’](https://www.sec.gov/Archives/edgar/data/1140859/000110465924035045/tm248865d1_ex10-1.htm)[s] Current Report on Form [removed: 8-K] [added: 8-K/A] filed on [removed: January 8, 2021).](https://www.sec.gov/Archives/edgar/data/1140859/000095015721000022/ex2-1.htm)] [added: March 15, 2024)](https://www.sec.gov/Archives/edgar/data/1140859/000110465924035045/tm248865d1_ex10-1.htm).] | | |

| 3.1 | | | [Amended and Restated Certificate of Incorporation of the [removed: 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] [added: Registrant, effective March 14, 2024 (incorporated] by reference to Exhibit 3.1 to the [removed: Registrant's] [added: Registrant](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)[s] Current Report on Form 8-K filed [removed: 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).] [added: on March 15, 2024)](https://www.sec.gov/Archives/edgar/data/1140859/000110465924035043/tm248865d2_ex3-1.htm).] | | |