filings.toolsItem 1. Financial Statements (Unaudited)
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Item 1. Financial Statements (Unaudited)
CENCORA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| (in thousands, except share and per share data) | June 30, 2026 | September 30, 2025 | ||||||||||||
| (Unaudited) | ||||||||||||||
| ASSETS | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | 2,815,291 | $ | 4,356,138 | ||||||||||
| Accounts receivable, less allowances for returns and credit losses: June 30, 2026 - $1,735,207; September 30, 2025 - $1,796,172 | 25,448,105 | 25,225,299 | ||||||||||||
| Inventories | 21,030,344 | 20,492,480 | ||||||||||||
| Right to recover assets | 1,569,286 | 1,625,817 | ||||||||||||
| Prepaid expenses and other | 636,051 | 539,339 | ||||||||||||
| Assets held for sale | 3,836,060 | — | ||||||||||||
| Total current assets | 55,335,137 | 52,239,073 | ||||||||||||
| Property and equipment, net | 2,838,218 | 2,539,076 | ||||||||||||
| Goodwill | 16,515,457 | 13,676,520 | ||||||||||||
| Other intangible assets | 5,930,723 | 3,774,181 | ||||||||||||
| Deferred income taxes | 179,418 | 208,810 | ||||||||||||
| Other assets | 3,006,600 | 4,152,452 | ||||||||||||
| TOTAL ASSETS | $ | 83,805,553 | $ | 76,590,112 | ||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | $ | 54,699,786 | $ | 54,719,761 | ||||||||||
| Accrued expenses and other | 3,348,462 | 2,982,993 | ||||||||||||
| Short-term debt | 279,155 | 117,785 | ||||||||||||
| Liabilities held for sale | 869,700 | — | ||||||||||||
| Total current liabilities | 59,197,103 | 57,820,539 | ||||||||||||
| Long-term debt | 11,444,086 | 7,542,988 | ||||||||||||
| Accrued income taxes | 395,987 | 337,631 | ||||||||||||
| Deferred income taxes | 1,785,866 | 1,620,724 | ||||||||||||
| Accrued litigation liability | 3,774,008 | 3,881,283 | ||||||||||||
| Other liabilities | 3,969,412 | 3,639,862 | ||||||||||||
| Commitments and contingencies (Note 10) | ||||||||||||||
| Stockholders’ equity: | ||||||||||||||
| Common stock, $0.01 par value - authorized, issued, and outstanding: June 30, 2026 - 600,000,000 shares, 298,334,070 shares, and 190,826,409 shares September 30, 2025 - 600,000,000 shares, 297,401,863 shares, and 193,937,673 shares | 2,983 | 2,974 | ||||||||||||
| Additional paid-in capital | 6,335,287 | 6,204,302 | ||||||||||||
| Retained earnings | 9,138,163 | 6,534,227 | ||||||||||||
| Accumulated other comprehensive loss | (979,744) | (901,378) | ||||||||||||
| Treasury stock, at cost: June 30, 2026 - 107,507,661 shares; September 30, 2025 - 103,464,190 shares | (11,445,731) | (10,332,106) | ||||||||||||
| Total Cencora, Inc. stockholders’ equity | 3,050,958 | 1,508,019 | ||||||||||||
| Noncontrolling interests | 188,133 | 239,066 | ||||||||||||
| Total stockholders’ equity | 3,239,091 | 1,747,085 | ||||||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 83,805,553 | $ | 76,590,112 |
See notes to consolidated financial statements.
CENCORA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three months ended June 30, | Nine months ended June 30, | |||||||||||||||||||||||||
| (in thousands, except per share data) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Revenue | $ | 84,754,837 | $ | 80,663,532 | $ | 249,042,769 | $ | 237,604,265 | ||||||||||||||||||
| Cost of goods sold | 81,147,602 | 77,756,417 | 238,775,124 | 229,079,303 | ||||||||||||||||||||||
| Gross profit | 3,607,235 | 2,907,115 | 10,267,645 | 8,524,962 | ||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
| Distribution, selling, and administrative | 2,132,465 | 1,672,881 | 5,905,313 | 4,744,976 | ||||||||||||||||||||||
| Depreciation | 150,960 | 128,128 | 417,384 | 362,655 | ||||||||||||||||||||||
| Amortization | 118,539 | 125,867 | 361,808 | 429,650 | ||||||||||||||||||||||
| Litigation and opioid-related (credit) expenses, net | (88,643) | 17,974 | (160,936) | 46,263 | ||||||||||||||||||||||
| Acquisition and divestiture-related deal and integration expenses | 113,069 | 52,838 | 355,652 | 190,930 | ||||||||||||||||||||||
| Restructuring and other expenses, net | 60,628 | 41,773 | 115,667 | 140,390 | ||||||||||||||||||||||
| Impairment of assets, including goodwill | — | — | 249,498 | — | ||||||||||||||||||||||
| Operating income | 1,120,217 | 867,654 | 3,023,259 | 2,610,098 | ||||||||||||||||||||||
| Other income, net | (16,882) | (110,417) | (1,123,921) | (48,997) | ||||||||||||||||||||||
| Interest expense, net | 140,705 | 81,794 | 353,574 | 213,715 | ||||||||||||||||||||||
| Income before income taxes | 996,394 | 896,277 | 3,793,606 | 2,445,380 | ||||||||||||||||||||||
| Income tax expense | 219,727 | 206,528 | 821,285 | 544,495 | ||||||||||||||||||||||
| Net income | 776,667 | 689,749 | 2,972,321 | 1,900,885 | ||||||||||||||||||||||
| Net income attributable to noncontrolling interests | (13,149) | (2,347) | (7,824) | (7,012) | ||||||||||||||||||||||
| Net income attributable to Cencora, Inc. | $ | 763,518 | $ | 687,402 | $ | 2,964,497 | $ | 1,893,873 | ||||||||||||||||||
| Earnings per share: | ||||||||||||||||||||||||||
| Basic | $ | 3.95 | $ | 3.55 | $ | 15.28 | $ | 9.77 | ||||||||||||||||||
| Diluted | $ | 3.94 | $ | 3.52 | $ | 15.21 | $ | 9.70 | ||||||||||||||||||
| Weighted average common shares outstanding: | ||||||||||||||||||||||||||
| Basic | 193,147 | 193,822 | 193,971 | 193,794 | ||||||||||||||||||||||
| Diluted | 193,944 | 195,230 | 194,883 | 195,172 | ||||||||||||||||||||||
| Cash dividends declared per share of common stock | $ | 0.60 | $ | 0.55 | $ | 1.80 | $ | 1.65 |
See notes to consolidated financial statements.
CENCORA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
| Three months ended June 30, | Nine months ended June 30, | |||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Net income | $ | 776,667 | $ | 689,749 | $ | 2,972,321 | $ | 1,900,885 | ||||||||||||||||||
| Other comprehensive (loss) income | ||||||||||||||||||||||||||
| Foreign currency translation adjustments | (18,156) | 366,974 | (75,135) | 148,546 | ||||||||||||||||||||||
| Other, net | (253) | (139) | (523) | 3,674 | ||||||||||||||||||||||
| Total other comprehensive (loss) income | (18,409) | 366,835 | (75,658) | 152,220 | ||||||||||||||||||||||
| Total comprehensive income | 758,258 | 1,056,584 | 2,896,663 | 2,053,105 | ||||||||||||||||||||||
| Comprehensive income attributable to noncontrolling interests | (13,176) | (11,582) | (9,874) | (14,352) | ||||||||||||||||||||||
| Comprehensive income attributable to Cencora, Inc. | $ | 745,082 | $ | 1,045,002 | $ | 2,886,789 | $ | 2,038,753 |
See notes to consolidated financial statements.
CENCORA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
| (in thousands, except per share data) | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Noncontrolling Interests | Total | |||||||||||||||||||||||||||||||||||||
| March 31, 2026 | $ | 2,983 | $ | 6,301,973 | $ | 8,491,234 | $ | (961,308) | $ | (10,437,292) | $ | 187,360 | $ | 3,584,950 | ||||||||||||||||||||||||||||||
| Net income | — | — | 763,518 | — | — | 13,149 | 776,667 | |||||||||||||||||||||||||||||||||||||
| Other comprehensive (loss) income | — | — | — | (18,436) | — | 27 | (18,409) | |||||||||||||||||||||||||||||||||||||
| Cash dividends, $0.60 per share | — | — | (116,589) | — | — | — | (116,589) | |||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | 28,733 | — | — | — | — | 28,733 | |||||||||||||||||||||||||||||||||||||
| Purchases of common stock | — | — | — | — | (1,008,301) | — | (1,008,301) | |||||||||||||||||||||||||||||||||||||
| Employee tax withholdings related to restricted share vesting | — | — | — | — | (138) | — | (138) | |||||||||||||||||||||||||||||||||||||
| Acquisition | — | — | — | — | — | (4,981) | (4,981) | |||||||||||||||||||||||||||||||||||||
| Other, net | — | 4,581 | — | — | — | (7,422) | (2,841) | |||||||||||||||||||||||||||||||||||||
| June 30, 2026 | $ | 2,983 | $ | 6,335,287 | $ | 9,138,163 | $ | (979,744) | $ | (11,445,731) | $ | 188,133 | $ | 3,239,091 |
| (in thousands, except per share data) | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Noncontrolling Interests | Total | |||||||||||||||||||||||||||||||||||||
| March 31, 2025 | $ | 2,972 | $ | 6,142,056 | $ | 6,401,534 | $ | (1,201,838) | $ | (10,331,887) | $ | 166,962 | $ | 1,179,799 | ||||||||||||||||||||||||||||||
| Net income | — | — | 687,402 | — | — | 2,347 | 689,749 | |||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | 357,600 | — | 9,235 | 366,835 | |||||||||||||||||||||||||||||||||||||
| Cash dividends, $0.55 per share | — | — | (107,493) | — | — | — | (107,493) | |||||||||||||||||||||||||||||||||||||
| Exercises of stock options | 1 | 6,834 | — | — | — | — | 6,835 | |||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | 23,184 | — | — | — | — | 23,184 | |||||||||||||||||||||||||||||||||||||
| Purchases of common stock | — | — | — | — | 3 | — | 3 | |||||||||||||||||||||||||||||||||||||
| Employee tax withholdings related to restricted share vesting | — | — | — | — | (116) | — | (116) | |||||||||||||||||||||||||||||||||||||
| Acquisition | — | — | — | — | — | 51,154 | 51,154 | |||||||||||||||||||||||||||||||||||||
| Other, net | — | (59) | — | — | — | — | (59) | |||||||||||||||||||||||||||||||||||||
| June 30, 2025 | $ | 2,973 | $ | 6,172,015 | $ | 6,981,443 | $ | (844,238) | $ | (10,332,000) | $ | 229,698 | $ | 2,209,891 |
See notes to consolidated financial statements.
CENCORA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
| (in thousands, except per share data) | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Noncontrolling Interests | Total | |||||||||||||||||||||||||||||||||||||
| September 30, 2025 | $ | 2,974 | $ | 6,204,302 | $ | 6,534,227 | $ | (901,378) | $ | (10,332,106) | $ | 239,066 | $ | 1,747,085 | ||||||||||||||||||||||||||||||
| Net income | — | — | 2,964,497 | — | — | 7,824 | 2,972,321 | |||||||||||||||||||||||||||||||||||||
| Other comprehensive (loss) income | — | — | — | (77,708) | — | 2,050 | (75,658) | |||||||||||||||||||||||||||||||||||||
| Cash dividends, $1.80 per share | — | — | (360,561) | — | — | — | (360,561) | |||||||||||||||||||||||||||||||||||||
| Exercises of stock options | 1 | 8,246 | — | — | — | — | 8,247 | |||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | 122,789 | — | — | — | — | 122,789 | |||||||||||||||||||||||||||||||||||||
| Purchases of common stock | — | — | — | — | (1,008,301) | — | (1,008,301) | |||||||||||||||||||||||||||||||||||||
| Employee tax withholdings related to restricted share vesting | — | — | — | — | (105,324) | — | (105,324) | |||||||||||||||||||||||||||||||||||||
| Acquisitions | — | 1,316 | — | (658) | — | (53,385) | (52,727) | |||||||||||||||||||||||||||||||||||||
| Other, net | 8 | (1,366) | — | — | — | (7,422) | (8,780) | |||||||||||||||||||||||||||||||||||||
| June 30, 2026 | $ | 2,983 | $ | 6,335,287 | $ | 9,138,163 | $ | (979,744) | $ | (11,445,731) | $ | 188,133 | $ | 3,239,091 |
| (in thousands, except per share data) | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Noncontrolling Interests | Total | |||||||||||||||||||||||||||||||||||||
| September 30, 2024 | $ | 2,962 | $ | 6,030,790 | $ | 5,417,139 | $ | (989,118) | $ | (9,815,835) | $ | 140,804 | $ | 786,742 | ||||||||||||||||||||||||||||||
| Net income | — | — | 1,893,873 | — | — | 7,012 | 1,900,885 | |||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | 144,880 | — | 7,340 | 152,220 | |||||||||||||||||||||||||||||||||||||
| Cash dividends, $1.65 per share | — | — | (329,569) | — | — | — | (329,569) | |||||||||||||||||||||||||||||||||||||
| Exercises of stock options | 3 | 22,610 | — | — | — | — | 22,613 | |||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | 122,020 | — | — | — | — | 122,020 | |||||||||||||||||||||||||||||||||||||
| Purchases of common stock | — | — | — | — | (438,491) | — | (438,491) | |||||||||||||||||||||||||||||||||||||
| Employee tax withholdings related to restricted share vesting | — | — | — | — | (77,674) | — | (77,674) | |||||||||||||||||||||||||||||||||||||
| Acquisitions | — | — | — | — | — | 74,711 | 74,711 | |||||||||||||||||||||||||||||||||||||
| Other, net | 8 | (3,405) | — | — | — | (169) | (3,566) | |||||||||||||||||||||||||||||||||||||
| June 30, 2025 | $ | 2,973 | $ | 6,172,015 | $ | 6,981,443 | $ | (844,238) | $ | (10,332,000) | $ | 229,698 | $ | 2,209,891 |
See notes to consolidated financial statements.
CENCORA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Nine months ended June 30, | ||||||||||||||
| (in thousands) | 2026 | 2025 | ||||||||||||
| OPERATING ACTIVITIES | ||||||||||||||
| Net income | $ | 2,972,321 | $ | 1,900,885 | ||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Depreciation, including amounts charged to cost of goods sold | 431,959 | 367,582 | ||||||||||||
| Amortization, including amounts charged to interest expense | 372,717 | 436,836 | ||||||||||||
| Provision for credit losses | 6,849 | 45,514 | ||||||||||||
| Provision for deferred income taxes | 247,653 | 4,475 | ||||||||||||
| Share-based compensation expense | 122,789 | 122,020 | ||||||||||||
| LIFO credit | (381,896) | (19,913) | ||||||||||||
| Türkiye highly inflationary impact | 34,921 | 42,859 | ||||||||||||
| Impairment of assets, including goodwill | 249,498 | — | ||||||||||||
| Adjustments to RCA and OneOncology equity units | 152,749 | 74,920 | ||||||||||||
| Remeasurement gain related to OneOncology acquisition (Note 2) | (1,086,612) | — | ||||||||||||
| (Gain) loss on divestiture of businesses | (17,247) | 35,539 | ||||||||||||
| Gain on remeasurement of equity investment | (4,501) | (30,559) | ||||||||||||
| Gain on divestiture of equity investment | — | (12,838) | ||||||||||||
| Gain on sale of assets | (34,768) | — | ||||||||||||
| Other, net | (12,755) | (29,954) | ||||||||||||
| Changes in operating assets and liabilities, excluding the effects of acquisitions and divestitures: | ||||||||||||||
| Accounts receivable | (754,621) | (977,608) | ||||||||||||
| Inventories | (1,007,059) | (949,881) | ||||||||||||
| Prepaid expenses and other assets | 161,838 | 237,814 | ||||||||||||
| Accounts payable | 633,382 | (61,892) | ||||||||||||
| Accrued expenses | (221,256) | (316,650) | ||||||||||||
| Income taxes payable and other liabilities | (74,537) | (127,446) | ||||||||||||
| Long-term accrued litigation liability | (103,894) | — | ||||||||||||
| NET CASH PROVIDED BY OPERATING ACTIVITIES | 1,687,530 | 741,703 | ||||||||||||
| INVESTING ACTIVITIES | ||||||||||||||
| Capital expenditures | (511,033) | (418,169) | ||||||||||||
| Cost of acquired companies, net of cash acquired | (4,973,696) | (4,004,220) | ||||||||||||
| Proceeds from sale of assets | 45,817 | — | ||||||||||||
| Proceeds from divestiture of a business | 25,000 | — | ||||||||||||
| Cost of equity investments | (28,479) | (193,792) | ||||||||||||
| Non-customer note receivable | 23,439 | (34,814) | ||||||||||||
| Other, net | 4,587 | (4,358) | ||||||||||||
| NET CASH USED IN INVESTING ACTIVITIES | (5,414,365) | (4,655,353) | ||||||||||||
| FINANCING ACTIVITIES | ||||||||||||||
| Senior notes and loan borrowings | 4,687,531 | 4,508,482 | ||||||||||||
| Senior notes and loan repayments | (1,069,139) | (763,412) | ||||||||||||
| Borrowings under revolving and securitization credit facilities | 83,888,834 | 86,153,436 | ||||||||||||
| Repayments under revolving and securitization credit facilities | (83,777,670) | (86,120,601) | ||||||||||||
| Purchases of common stock | (1,000,052) | (435,471) | ||||||||||||
| Cash dividends on common stock | (360,561) | (329,569) | ||||||||||||
| Employee tax withholdings related to restricted share vesting | (105,324) | (77,674) | ||||||||||||
| Other, net | (9,673) | (2,295) | ||||||||||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | 2,253,946 | 2,932,896 | ||||||||||||
| EFFECT OF EXCHANGE RATE CHANGES ON CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | (25,519) | (41,800) | ||||||||||||
| DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, INCLUDING CASH CLASSIFIED WITHIN ASSETS HELD FOR SALE | (1,498,408) | (1,022,554) | ||||||||||||
| LESS: INCREASE IN CASH CLASSIFIED WITHIN ASSETS HELD FOR SALE | (31,184) | — | ||||||||||||
| DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | (1,529,592) | (1,022,554) | ||||||||||||
| Cash, cash equivalents, and restricted cash at beginning of period | 4,394,549 | 3,297,880 | ||||||||||||
| CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD | $ | 2,864,957 | $ | 2,275,326 |
See notes to consolidated financial statements.
CENCORA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements present the consolidated financial position, results of operations, and cash flows of Cencora, Inc. and its subsidiaries, including less-than-wholly-owned subsidiaries in which Cencora, Inc. has a controlling financial interest (the “Company”), as of the dates and for the periods indicated. All significant intercompany accounts and transactions have been eliminated in consolidation.
The accompanying unaudited consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments (consisting only of normal recurring accruals, except as otherwise disclosed herein) considered necessary to present fairly the financial position as of June 30, 2026 and the results of operations and cash flows for the interim periods ended June 30, 2026 and 2025 have been included. Certain information and disclosures normally included in financial statements presented in accordance with U.S. GAAP, but which are not required for interim reporting purposes, have been omitted. The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual amounts could differ from these estimated amounts. Certain reclassifications have been made to prior-period amounts to conform to the current year presentation.
New Reporting Structure
The Company undertook a strategic review of its business to ensure alignment with its growth priorities and strategic drivers. As a result of this review, beginning in the first quarter of fiscal 2026, the Company reorganized certain business components within its reporting structure. The Company’s revised reporting structure is comprised of U.S. Healthcare Solutions, International Healthcare Solutions, and Other. The U.S. Healthcare Solutions reportable segment consists of U.S. Human Health (excluding legacy U.S. Consulting Services). The International Healthcare Solutions reportable segment consists of Alliance Healthcare, Innomar, World Courier, and strategic components of PharmaLex. Other, which is not considered a reportable segment, consists of businesses for which the Company has begun to explore strategic alternatives and includes MWI Animal Health, Profarma, U.S. Consulting Services (which was divested in April 2026), and the other components of PharmaLex. The Company’s previously reported segment results have been revised to conform to its re-aligned reporting structure. Refer to Note 6 and Note 13 for the Company’s presentation of goodwill and segment results, respectively, under the new reporting structure.
Restricted Cash
The Company is required to maintain certain cash deposits with banks mainly consisting of deposits restricted under contractual agency agreements and cash restricted by law and other obligations.
The following represents a reconciliation of cash and cash equivalents in the Consolidated Balance Sheets to cash, cash equivalents, and restricted cash in the Consolidated Statements of Cash Flows:
| (amounts in thousands) | June 30, 2026 | September 30, 2025 | June 30, 2025 | September 30, 2024 | ||||||||||||||||||||||
| (unaudited) | (unaudited) | |||||||||||||||||||||||||
| Cash and cash equivalents | $ | 2,815,291 | $ | 4,356,138 | $ | 2,231,852 | $ | 3,132,648 | ||||||||||||||||||
| Restricted cash (included in Prepaid Expenses and Other) | 49,666 | 38,411 | 43,474 | 98,596 | ||||||||||||||||||||||
| Restricted cash (included in Other Assets) | — | — | — | 66,636 | ||||||||||||||||||||||
| Cash, cash equivalents, and restricted cash | $ | 2,864,957 | $ | 4,394,549 | $ | 2,275,326 | $ | 3,297,880 |
Recently Adopted Accounting Pronouncements
As of June 30, 2026, 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.
Recently Issued Accounting Pronouncements Not Yet Adopted
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”).” ASU 2023-09 requires entities to provide additional information in their tax rate reconciliation and additional disclosures about income taxes paid by jurisdiction. ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted. The guidance should be applied prospectively, but entities have the option to apply it retrospectively for each period presented. The Company is evaluating the impact of adopting this new accounting guidance.
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. Early adoption is permitted. The guidance should be applied prospectively with the option for retrospective application. The Company is evaluating the impact of adopting this new accounting guidance.
Note 2. Acquisitions
OneOncology Acquisition
On February 2, 2026, the Company acquired the majority of the outstanding equity interests that it did not previously own in OneOncology, a physician-led national platform empowering independent medical specialty practices rooted in oncology, for total fair value consideration of $7,387.1 million, which included cash consideration of $4,648.7 million, $1,934.2 million of fair value of its previously held equity method investment, $752.1 million of estimated contingent consideration for certain OneOncology physicians and members of management that retained an 8% interest in OneOncology, and $52.0 million for the settlement of a receivable resulting from a pre-existing commercial arrangement between the Company and OneOncology. The Company funded the transaction through a combination of new debt financing (see Note 7) and cash on-hand. The Company believes the acquisition of OneOncology allows it to broaden its relationships with community oncology providers and to build on its leadership in specialty pharmaceuticals within its U.S. Healthcare Solutions reportable segment.
The purchase price has been preliminarily allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of the acquisition in the table that follows. The allocation as of June 30, 2026 is pending the finalization of the third-party appraisals of intangible assets and corresponding deferred taxes, the finalization of working capital and related account balances, and the lease right-of-use assets and liabilities. There can be no assurance that the estimated amounts recorded as of June 30, 2026 will represent the final purchase price allocation.
| (in thousands) | ||||||||
| Consideration | ||||||||
| Cash | $ | 4,648,720 | ||||||
| Fair value of previously held equity method investment in OneOncology | 1,934,224 | |||||||
| Estimated contingent consideration | 752,141 | |||||||
| Settlement of a receivable resulting from a pre-existing commercial relationship | 51,990 | |||||||
| Estimated fair value of total consideration | $ | 7,387,075 | ||||||
| Recognized amounts of identifiable assets acquired and liabilities assumed | ||||||||
| Cash and cash equivalents | $ | 58,891 | ||||||
| Accounts receivable | 257,823 | |||||||
| Inventories | 13,177 | |||||||
| Prepaid expenses and other | 20,628 | |||||||
| Property and equipment | 482,389 | |||||||
| Goodwill | 3,873,771 | |||||||
| Other intangible assets | 3,062,000 | |||||||
| Other assets | 643,365 | |||||||
| Total assets acquired | $ | 8,412,044 | ||||||
| Accounts payable | $ | 14,772 | ||||||
| Accrued expenses and other | 192,713 | |||||||
| Short-term debt | 45,358 | |||||||
| Long-term debt | 323,985 | |||||||
| Deferred income taxes | 78,837 | |||||||
| Other liabilities | 364,386 | |||||||
| Total liabilities assumed | $ | 1,020,051 | ||||||
| Net assets acquired | $ | 7,391,993 | ||||||
| Fair value of previously held equity method investment in OneOncology | (1,934,224) | |||||||
| Estimated contingent consideration | (752,141) | |||||||
| Settlement of a receivable resulting from a pre-existing commercial relationship | (51,990) | |||||||
| Noncontrolling interest | (4,918) | |||||||
| Total cash paid | 4,648,720 | |||||||
| Cash acquired | (58,891) | |||||||
| Net cash paid | $ | 4,589,829 |
The estimated acquisition date fair value of the Company’s previously held equity method investment in OneOncology was based on the purchase price to acquire the majority of the outstanding equity interests.
As part of the acquisition, certain OneOncology physicians and members of management retained equity in OneOncology. 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 $752.1 million of contingent consideration relates to the retained equity units and represents purchase consideration, as there is no post-acquisition service requirement. The majority of the estimated contingent consideration was recorded at its fair value based on the unit price that the Company paid to acquire OneOncology multiplied by the number of equity units retained by OneOncology physicians and members of management, plus the fair value of an embedded option feature related to these equity units. The fair value of the retained units, including the embedded option feature, represents a Level 3 fair value measurement. The embedded option feature was valued using a Monte Carlo simulation, including assumptions related to the equity unit values, discount rate, and volatility.
The estimated fair value of the intangible assets acquired and the estimated useful lives are as follows:
| (in thousands, except useful lives) | Fair Value | Useful Life | ||||||||||||
| Management Service Agreement | $ | 2,330,000 | 20 | |||||||||||
| Trade name | 710,000 | 15 | ||||||||||||
| Developed technology | 16,000 | 5 | ||||||||||||
| Acquired Dataset | 6,000 | 3 | ||||||||||||
| Total | $ | 3,062,000 |
Goodwill reflects the intangible assets that do not qualify for separate recognition. Approximately $2,420 million of goodwill resulting from this acquisition is expected to be deductible for income tax purposes.
The Company incurred $54.3 million of acquisition-related costs in connection with this acquisition. These costs were recognized in Acquisition and Divestiture-Related Deal and Integration Expenses in the Company’s Consolidated Statements of Operations.
The Company’s consolidated results of operations since the acquisition date include $820.0 million of revenue from the Management Services Organization and certain consolidated OneOncology practices. The operating results from the majority of the OneOncology practices are not consolidated. OneOncology’s operating results are consolidated as a component of the U.S. Healthcare Solutions reportable segment (see Note 13).
In connection with the acquisition of OneOncology, the Company recorded a $1,086.6 million gain on the remeasurement of its equity method investment and the extinguishment of the put option liability related to its previously held investment in OneOncology in other income, net in the nine months ended June 30, 2026.
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. 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. The Company recognized an expense of $143.6 million related to this embedded option feature and other incentive units granted in connection with the RCA acquisition in Acquisition and Divestiture-Related Deal and Integration Expenses in its Consolidated Statement of Operations for the nine months ended June 30, 2026. The Company’s estimated liability related to these equity units was $957.6 million and $815.2 million as of June 30, 2026 and September 30, 2025, respectively, and is recorded in Other Liabilities on the Company’s Consolidated Balance Sheets.
The $393.1 million of contingent consideration represented an initial estimate for RCA’s achievement of certain predefined business objectives in fiscal 2027 and fiscal 2028 and provides for the potential payment to the sellers of up to $500 million in the aggregate. The fair value of this liability was determined based on a weighted probability of the achievement of these objectives and represents a Level 3 fair value measurement. The Company’s estimated liability related to the achievement of these predefined business objectives is $412.6 million and includes $300.0 million in Accrued Expenses and Other and $112.6 million in Other Liabilities on its Consolidated Balance Sheet as of June 30, 2026. The Company’s estimated liability was $412.6 million as of September 30, 2025 and was recorded in Other Liabilities on its Consolidated Balance Sheet.
The Company previously completed the purchase price allocation as of December 31, 2025. The final purchase price has been allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of the acquisition in the table that follows:
| (in thousands) | ||||||||
| Consideration | ||||||||
| Cash | $ | 4,042,007 | ||||||
| Total estimated contingent consideration | 1,087,450 | |||||||
| Settlement of a net receivable resulting from a pre-existing commercial relationship | 545,738 | |||||||
| Estimated fair value of total consideration | $ | 5,675,195 | ||||||
| Recognized amounts of identifiable assets acquired and liabilities assumed | ||||||||
| Cash and cash equivalents | $ | 143,312 | ||||||
| Accounts receivable | 450,744 | |||||||
| Inventories | 110,564 | |||||||
| Prepaid expenses and other | 12,866 | |||||||
| Property and equipment | 173,098 | |||||||
| Goodwill | 4,780,042 | |||||||
| Other intangible assets | 178,000 | |||||||
| Deferred income taxes | 40,903 | |||||||
| Other assets | 182,307 | |||||||
| Total assets acquired | $ | 6,071,836 | ||||||
| Accounts payable | $ | 72,385 | ||||||
| Accrued expenses and other | 163,499 | |||||||
| Accrued income taxes | 4,258 | |||||||
| Other liabilities | 156,164 | |||||||
| Total liabilities assumed | $ | 396,306 | ||||||
| Net assets acquired | $ | 5,675,530 | ||||||
| Total estimated contingent consideration | (1,087,450) | |||||||
| Settlement of a net receivable resulting from a pre-existing commercial relationship | (545,738) | |||||||
| Noncontrolling interest | (335) | |||||||
| Total cash paid | 4,042,007 | |||||||
| Cash acquired | (143,312) | |||||||
| Net cash paid | $ | 3,898,695 |
The estimated fair value of the trade name acquired is $178.0 million and the estimated useful life is 15 years.
Goodwill reflects the intangible assets that do not qualify for separate recognition. Approximately $1,071 million of goodwill resulting from this acquisition is expected to be deductible for income tax purposes.
The Company incurred $65.1 million of acquisition-related costs in connection with this acquisition. These costs were recognized in the Company’s Consolidated Statements of Operations in the fiscal year ended September 30, 2025.
Note 3. Assets and Liabilities Held for Sale
The Company entered into an agreement in the second quarter of fiscal 2026 to sell its MWI Animal Health business, an operating segment within Other (see Note 13). In connection with this agreement, the Company concluded that the MWI Animal Health disposal group met the held for sale criteria and classified its assets and liabilities as held for sale. On May 20, 2026, the Company received a request for additional information and documentary materials from the Federal Trade Commission (the “FTC”) in connection with the FTC’s review of MWI Animal Health’s proposed merger with Covetrus, Inc. The Company continues to work cooperatively with the FTC staff in connection with its review of the transaction.
Total assets and liabilities of the MWI Animal Health disposal group held for sale on the June 30, 2026 Consolidated Balance Sheet are comprised of the following:
| (in thousands) | ||||||||
| Cash and cash equivalents | $ | 31,184 | ||||||
| Accounts receivable, less allowance for credit losses | 839,629 | |||||||
| Inventories | 872,276 | |||||||
| Prepaid expenses and other | 6,143 | |||||||
| Property and equipment, net | 152,283 | |||||||
| Goodwill | 1,255,231 | |||||||
| Other intangible assets | 546,887 | |||||||
| Other assets | 132,427 | |||||||
| Total assets held for sale | $ | 3,836,060 | ||||||
| Accounts payable | $ | 636,578 | ||||||
| Accrued expenses and other | 65,074 | |||||||
| Deferred income taxes | 134,341 | |||||||
| Other liabilities | 33,707 | |||||||
| Total liabilities held for sale | $ | 869,700 |
Note 4. Variable Interest Entity
The Company has substantial governance rights over Profarma Distribuidora de Produtos Farmacêuticos S.A. (“Profarma”) that allow it to direct the activities that significantly impact Profarma’s economic performance. As such, the Company consolidates the operating results of Profarma in its consolidated financial statements. The Company is not obligated to provide future financial support to Profarma.
The following assets and liabilities of Profarma are included in the Company’s Consolidated Balance Sheets:
| (in thousands) | June 30, 2026 | September 30, 2025 | ||||||||||||
| Cash and cash equivalents | $ | 54,626 | $ | 70,796 | ||||||||||
| Accounts receivable, net | 504,560 | 260,759 | ||||||||||||
| Inventories | 397,753 | 303,480 | ||||||||||||
| Prepaid expenses and other | 64,181 | 55,981 | ||||||||||||
| Property and equipment, net | 81,457 | 65,410 | ||||||||||||
| Other intangible assets | 50,669 | 53,861 | ||||||||||||
| Other long-term assets | 111,860 | 99,519 | ||||||||||||
| Total assets | $ | 1,265,106 | $ | 909,806 | ||||||||||
| Accounts payable | $ | 514,894 | $ | 349,876 | ||||||||||
| Accrued expenses and other | 127,506 | 71,383 | ||||||||||||
| Short-term debt | 115,354 | 116,361 | ||||||||||||
| Long-term debt | 116,539 | 65,390 | ||||||||||||
| Deferred income taxes | 6,554 | 11,986 | ||||||||||||
| Other long-term liabilities | 165,267 | 75,132 | ||||||||||||
| Total liabilities | $ | 1,046,114 | $ | 690,128 |
Profarma’s assets can only be used to settle its obligations, and its creditors do not have recourse to the general credit of the Company.
Note 5. Income Taxes
The Company files income tax returns in U.S. federal, state, and various foreign jurisdictions. As of June 30, 2026, the Company had unrecognized tax benefits, defined as the aggregate tax effect of differences between tax return positions and the benefits recognized in the Company’s financial statements, of $718.7 million ($655.7 million, net of federal benefit). If recognized, $618.7 million of these tax benefits would have reduced income tax expense and the effective tax rate. Included in this amount is $81.2 million of interest and penalties, which the Company records in Income Tax Expense in its Consolidated Statements of Operations. In the nine months ended June 30, 2026, unrecognized tax benefits increased by $78.2 million.
The Company’s effective tax rates were 22.1% and 21.6% for the three and nine months ended June 30, 2026, respectively. The Company’s effective tax rates were 23.0% and 22.3% for the three and nine months ended June 30, 2025, respectively. The effective tax rates for the three and nine months ended June 30, 2026 and 2025 were higher than the U.S. statutory rate primarily due to U.S. state income taxes, offset in part by the benefit of income taxed at rates lower than the U.S. statutory rate and tax benefits associated with equity compensation.
Note 6. Goodwill and Other Intangible Assets
In connection with the change in the Company’s reporting structure described in Note 1, the Company reallocated goodwill from the U.S. Healthcare Solutions reportable segment to Other based on the reporting units that were transferred. The following is a summary of the changes in the carrying value of goodwill, by reportable segment, for the nine months ended June 30, 2026:
| (in thousands) | U.S. Healthcare Solutions | International Healthcare Solutions | Other | Total | ||||||||||||||||||||||
| Goodwill as of September 30, 2025 | $ | 11,104,990 | $ | 2,571,530 | $ | — | $ | 13,676,520 | ||||||||||||||||||
| Reallocated goodwill | (1,421,428) | — | 1,421,428 | — | ||||||||||||||||||||||
| Goodwill recognized in connection with acquisitions | 4,229,009 | 69,508 | — | 4,298,517 | ||||||||||||||||||||||
| Purchase accounting adjustments | 3,793 | — | — | 3,793 | ||||||||||||||||||||||
| Goodwill impairment | — | — | (165,665) | (165,665) | ||||||||||||||||||||||
| Goodwill reclassified to assets held for sale (Note 3) | — | — | (1,255,231) | (1,255,231) | ||||||||||||||||||||||
| Foreign currency translation | — | (41,945) | (532) | (42,477) | ||||||||||||||||||||||
| Goodwill as of June 30, 2026 | $ | 13,916,364 | $ | 2,599,093 | $ | — | $ | 16,515,457 |
The Company recorded a goodwill impairment of $165.7 million related to its U.S. Consulting Services business, which was divested in April 2026.
The following is a summary of other intangible assets:
| June 30, 2026 | September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Weighted Average Remaining Useful Life | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||||||||||||||||||||||||
| Indefinite-lived trade names | $ | 17,000 | $ | — | $ | 17,000 | $ | 17,000 | $ | — | $ | 17,000 | ||||||||||||||||||||||||||||||||
| Finite-lived: | ||||||||||||||||||||||||||||||||||||||||||||
| Customer relationships | 12 years | 3,994,307 | (1,375,141) | 2,619,166 | 5,250,912 | (1,860,484) | 3,390,428 | |||||||||||||||||||||||||||||||||||||
| Other intangible assets | 18 years | 4,155,371 | (860,814) | 3,294,557 | 1,457,176 | (1,090,423) | 366,753 | |||||||||||||||||||||||||||||||||||||
| Total other intangible assets | $ | 8,166,678 | $ | (2,235,955) | $ | 5,930,723 | $ | 6,725,088 | $ | (2,950,907) | $ | 3,774,181 |
Amortization expense for finite-lived intangible assets was $118.5 million and $125.9 million in the three months ended June 30, 2026 and 2025, respectively. Amortization expense for finite-lived intangible assets was $361.8 million and $429.7 million in the nine months ended June 30, 2026 and 2025, respectively. Amortization expense for finite-lived intangible assets is estimated to be $477.2 million in fiscal 2026, $448.6 million in fiscal 2027, $437.3 million in fiscal 2028, $423.0 million in fiscal 2029, $399.4 million in fiscal 2030, and $4,090.0 million thereafter.
Note 7. Debt
Debt consisted of the following:
| (in thousands) | June 30, 2026 | September 30, 2025 | ||||||||||||
| Multi-currency revolving credit facility due in 2030 | $ | 17,611 | $ | — | ||||||||||
| Receivables securitization facility due in 2028 | — | — | ||||||||||||
| Term loan due in 2027 | 399,423 | 799,043 | ||||||||||||
| Term loan due in 2029 | 999,156 | — | ||||||||||||
| Money market facility due in 2027 | — | — | ||||||||||||
| Working capital credit facility due in 2027 | — | — | ||||||||||||
| $750,000, 3.450% senior notes due 2027 | 748,781 | 748,150 | ||||||||||||
| $500,000, 4.625% senior notes due 2027 | 498,227 | 497,309 | ||||||||||||
| €500,000, 2.875% senior notes due 2028 | 567,484 | 583,903 | ||||||||||||
| $500,000, 3.950% senior notes due 2029 | 497,247 | — | ||||||||||||
| $600,000, 4.850% senior notes due 2029 | 597,208 | 596,603 | ||||||||||||
| $500,000, 2.800% senior notes due 2030 | 497,633 | 497,174 | ||||||||||||
| $500,000, 4.250% senior notes due 2030 | 496,319 | — | ||||||||||||
| $1,000,000, 2.700% senior notes due 2031 | 994,678 | 993,838 | ||||||||||||
| €500,000, 3.625% senior notes due 2032 | 565,036 | 581,685 | ||||||||||||
| $500,000, 4.600% senior notes due 2033 | 496,629 | — | ||||||||||||
| $500,000, 5.125% senior notes due 2034 | 495,545 | 495,104 | ||||||||||||
| $700,000, 5.150% senior notes due 2035 | 695,324 | 694,909 | ||||||||||||
| $1,000,000, 4.900% senior notes due 2036 | 989,938 | — | ||||||||||||
| $500,000, 4.250% senior notes due 2045 | 495,955 | 495,792 | ||||||||||||
| $500,000, 4.300% senior notes due 2047 | 494,287 | 494,088 | ||||||||||||
| $500,000, 5.650% senior notes due 2056 | 491,713 | — | ||||||||||||
| Alliance Healthcare debt | 87,990 | 1,424 | ||||||||||||
| OneOncology physician notes | 365,163 | — | ||||||||||||
| Nonrecourse debt | 231,894 | 181,751 | ||||||||||||
| Total debt | 11,723,241 | 7,660,773 | ||||||||||||
| Less borrowings outstanding under the multi-currency revolving credit facility | 17,611 | — | ||||||||||||
| Less Alliance Healthcare current portion | 87,990 | 1,424 | ||||||||||||
| Less OneOncology physician notes current portion | 58,200 | — | ||||||||||||
| Less nonrecourse current portion | 115,354 | 116,361 | ||||||||||||
| Long-term debt | $ | 11,444,086 | $ | 7,542,988 |
Multi-Currency Revolving Credit Facility and Commercial Paper Program
The Company had a $5.5 billion multi-currency senior unsecured revolving credit facility (the “Multi-Currency Revolving Credit Facility”) with a syndicate of lenders, which was scheduled to expire in June 2030. In July 2026, the Company amended and restated the Multi-Currency Revolving Credit Facility to, among other things, extend the expiration to July 2031 and increase the aggregate amount of the commitments under the facility to $7.0 billion. Interest on borrowings under the Multi-Currency Revolving Credit Facility accrues at specified rates based upon the Company’s debt rating. The Company pays facility fees to maintain the availability under the Multi-Currency Revolving Credit Facility at specified rates based on its debt rating. The Company may choose to repay or reduce its commitments under the Multi-Currency Revolving Credit Facility at any time. The Multi-Currency Revolving Credit Facility contains covenants, including compliance with a financial leverage ratio test, as well as others that impose limitations on, among other things, indebtedness of subsidiaries and asset sales, with which the Company was compliant as of June 30, 2026. There were $17.6 million of borrowings outstanding under the Multi-Currency Revolving Credit Facility as of June 30, 2026 and none outstanding as of September 30, 2025.
The Company has a $4.5 billion commercial paper program. The commercial paper program does not increase the Company’s borrowing capacity, and it is fully backed by its Multi-Currency Revolving Credit Facility. The Company may, from time to time, issue short-term promissory notes in an aggregate amount of up to $4.5 billion at any one time. Amounts available under the program may be borrowed, repaid, and re-borrowed from time to time. The maturities on the notes will vary but may not exceed 365 days from the date of issuance. The notes will bear interest, if interest bearing, or will be sold at a discount from their face amounts. There were no borrowings outstanding under the commercial paper program as of June 30, 2026 and September 30, 2025.
Receivables Securitization Facility
The Company had a $1.5 billion receivables securitization facility (the “Receivables Securitization Facility”). In July 2026, the Company amended the Receivables Securitization Facility to, among other things, reduce the size of the facility to $1.0 billion and increase the accordion feature from $500 million to $1.0 billion. The accordion feature allows the Company to increase the commitment on the Receivables Securitization Facility by up to $1.0 billion, subject to lender approval. The Receivables Securitization Facility is scheduled to expire in June 2028. Interest rates are based on prevailing market rates for short-term commercial paper or 30-day Term SOFR (as defined in the Receivables Securitization Facility), plus a program fee. The Company pays a customary unused fee at prevailing market rates, monthly, to maintain the availability under the Receivables Securitization Facility. The Receivables Securitization Facility contains similar covenants to the Multi-Currency Revolving Credit Facility, with which the Company was compliant as of June 30, 2026. There were no borrowings outstanding under the Receivables Securitization Facility as of June 30, 2026 and September 30, 2025.
In connection with the Receivables Securitization Facility, AmerisourceBergen Drug Corporation and a specialty distribution subsidiary sell on a revolving basis certain accounts receivable to Amerisource Receivables Financial Corporation, a wholly-owned special purpose entity, which in turn sells a percentage ownership interest in the receivables to financial institutions and commercial paper conduits sponsored by financial institutions. AmerisourceBergen Drug Corporation is the servicer of the accounts receivable under the Receivables Securitization Facility. As sold receivables are collected, additional receivables may be sold up to the maximum amount available under the facility. The Company uses the facility as a financing vehicle because it generally offers an attractive interest rate relative to other financing sources. The Company securitizes its trade accounts, which are generally non-interest bearing, in transactions that are accounted for as borrowings.
Money Market Facility
The Company has an uncommitted, unsecured line of credit available to it pursuant to a money market credit agreement (the “Money Market Facility”) that allows the Company to request short-term unsecured revolving credit loans in a principal amount not to exceed $500 million on or after April 1 and before December 1 of any year and increases to $750 million on or after December 1 and before March 31 of any year. The Money Market Facility may be decreased or terminated by the bank or the Company at any time without prior notice. There were no borrowings outstanding under the Money Market Facility as of June 30, 2026 and September 30, 2025.
Working Capital Credit Facility
The Company has an uncommitted, unsecured line of credit to support its working capital needs (the “Working Capital Credit Facility”). The Working Capital Credit Facility provides the Company with the ability to request short-term, unsecured revolving credit loans from time to time in a principal amount not to exceed $500 million. The Working Capital Credit Facility was scheduled to expire in July 2026. In May 2026, the Company extended the expiration to May 2027. The Working Capital Credit Facility may be decreased or terminated by the bank or the Company at any time without prior notice. There were no borrowings outstanding under the Working Capital Credit Facility as of June 30, 2026 and September 30, 2025.
Term Loans
In January 2026, the Company entered into an agreement pursuant to which it obtained a $1.5 billion delayed draw multi-year senior unsecured term loan facility. In connection with this facility, in February 2026, the Company borrowed $500 million on a variable-rate term loan that was scheduled to mature in February 2028 (the “2028 Term Loan”) and $1.0 billion on a variable-rate term loan that matures in February 2029 (the “2029 Term Loan”) to finance a portion of the acquisition of OneOncology (see Note 2). The Company elected to make principal payments of $200 million in March 2026 and $300 million in April 2026 to repay the 2028 Term Loan.
The above term loans bear interest at a rate equal to either a Term SOFR rate or a Daily Simple SOFR rate, plus an applicable margin, or an alternate base rate, plus an applicable margin, in each case based on the Company’s public debt ratings. The Company has the right to prepay the term loans at any time, in whole or in part and without premium or penalty.
In the three months ended June 30, 2026, the Company elected to make principal payments of $400 million on the term loan due in 2027 that was originally borrowed to finance a portion of the RCA acquisition. In July 2026, the Company elected to make a principal payment of $400 million to repay this term loan in full.
364-Day Term Loan Facility
In February 2026, the Company borrowed $3.0 billion under a senior unsecured term loan facility (the “364-Day Term Loan Facility”) with a syndicate of lenders. The 364-Day Term Loan Facility was used to finance a portion of the acquisition of OneOncology. In February 2026, the Company repaid the 364-Day Term Loan Facility with the issuance of senior notes (see below) and terminated the 364-Day Term Loan Facility.
Senior Notes
In February 2026, the Company issued the following senior notes (in thousands except for interest rates):
| Description | Principal | Interest Rate | Maturity Date | Discount | Effective Yield | |||||||||||||||||||||||||||
| 2029 Notes | $ | 500,000 | 3.950% | February 2029 | 99.880% | 3.955% | ||||||||||||||||||||||||||
| 2030 Notes | $ | 500,000 | 4.250% | November 2030 | 99.810% | 4.258% | ||||||||||||||||||||||||||
| 2033 Notes | $ | 500,000 | 4.600% | February 2033 | 99.947% | 4.602% | ||||||||||||||||||||||||||
| 2036 Notes | $ | 1,000,000 | 4.900% | February 2036 | 99.664% | 4.917% | ||||||||||||||||||||||||||
| 2056 Notes | $ | 500,000 | 5.650% | February 2056 | 99.456% | 5.681% |
Interest on the 2029 Notes, the 2033 Notes, the 2036 Notes, and the 2056 Notes is payable semi-annually in arrears on August 13 and February 13 beginning on August 13, 2026. Interest on the 2030 Notes is payable semi-annually in arrears on May 15 and November 15 beginning on May 15, 2026. The Company used the proceeds from these notes to repay the 364-Day Term Loan Facility.
The senior notes discussed and illustrated in the debt table above are collectively referred to as the “Notes.” Interest on the Notes is payable semiannually in arrears, with the exception of the 2028 Notes and the 2032 Notes, which are paid annually in arrears. Most of the Notes were sold at small discounts to the principal amounts and, therefore, have effective yields that are greater than the stated interest rates in the table above. Costs incurred in connection with the issuance of the Notes were deferred and are being amortized over the terms of the Notes. The indentures governing the Notes contain restrictions and covenants, which include limitations on additional indebtedness; distributions to stockholders; the repurchase of stock and the making of other restricted payments; issuance of preferred stock; creation of certain liens; transactions with subsidiaries and other affiliates; and certain corporate acts such as mergers, consolidations, and the sale of substantially all assets. An additional covenant requires compliance with a financial leverage ratio test. The Company was compliant with all covenants as of June 30, 2026.
Alliance Healthcare Debt
Alliance Healthcare debt is comprised of uncommitted revolving credit facilities in various currencies with various rates. A substantial majority of the outstanding borrowings as of June 30, 2026 were held in Türkiye. These facilities are used to fund its working capital needs.
OneOncology Physician Notes
OneOncology has promissory notes outstanding with physician practices at various rates and maturities.
Nonrecourse Debt
Nonrecourse debt is comprised of short-term and long-term debt belonging to the Brazil subsidiaries and is repaid solely from the Brazil subsidiaries’ cash flows and such debt agreements provide that the repayment of the loans (and interest thereon) is secured solely by the capital stock, physical assets, contracts, and cash flows of the Brazil subsidiaries.
Note 8. Stockholders’ Equity and Earnings per Share
In March 2024, the Company’s Board of Directors authorized a share repurchase program allowing the Company to purchase up to $2.0 billion of its outstanding shares of common stock, subject to market conditions. In the nine months ended June 30, 2026, the Company purchased 3.3 million shares of its common stock for a total of $882.2 million to complete its authorization under this program.
In May 2026, 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 shares of common stock, subject to market conditions. In the nine months ended June 30, 2026, the Company purchased 0.4 million shares of its common stock for a total of $117.8 million. As of June 30, 2026, the Company had $1,882.2 million of availability under this program.
Basic earnings per share is computed by dividing net income attributable to Cencora, Inc. by the weighted average number of shares of common stock outstanding during the periods presented. Diluted earnings per share is computed by dividing net income attributable to Cencora, Inc. by the weighted average number of shares of common stock outstanding, plus the dilutive effect of restricted stock units and stock options during the periods presented.
The following illustrates the components of diluted weighted average shares outstanding for the periods indicated:
| Three months ended June 30, | Nine months ended June 30, | |||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Weighted average common shares outstanding - basic | 193,147 | 193,822 | 193,971 | 193,794 | ||||||||||||||||||||||
| Dilutive effect of restricted stock units and stock options | 797 | 1,408 | 912 | 1,378 | ||||||||||||||||||||||
| Weighted average common shares outstanding - diluted | 193,944 | 195,230 | 194,883 | 195,172 |
The potentially dilutive restricted stock units that were antidilutive for the three months ended June 30, 2026 and 2025 were 13 thousand and 1 thousand, respectively. The potentially dilutive restricted stock units that were antidilutive for the nine months ended June 30, 2026 and 2025 were 68 thousand and 92 thousand, respectively.
Note 9. Restructuring and Other Expenses, Net
The following illustrates expenses incurred by the Company relating to Restructuring and Other Expenses, Net for the periods indicated:
| Three months ended June 30, | Nine months ended June 30, | |||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Restructuring and employee severance costs, net | $ | 38,864 | $ | 10,408 | $ | 70,370 | $ | 55,066 | ||||||||||||||||||
| Business transformation efforts | 20,883 | 30,205 | 43,459 | 81,325 | ||||||||||||||||||||||
| Other, net | 881 | 1,160 | 1,838 | 3,999 | ||||||||||||||||||||||
| Total restructuring and other expenses, net | $ | 60,628 | $ | 41,773 | $ | 115,667 | $ | 140,390 |
Restructuring and employee severance costs, net in the three and nine months ended June 30, 2026 primarily included costs associated with workforce reductions. Restructuring and employee severance costs, net in the nine months ended June 30, 2026 also included a gain on the sale of a facility. Restructuring and employee severance costs, net in the three and nine months ended June 30, 2025 primarily included costs associated with workforce reductions.
Business transformation efforts in the three and nine months ended June 30, 2026 included non-recurring expenses related to significant strategic initiatives to improve operational efficiency, including certain technology initiatives. Business transformation efforts in the three and nine months ended June 30, 2025 included rebranding costs associated with the Company’s name change to Cencora and non-recurring expenses related to significant strategic initiatives to improve operational efficiency, including certain technology initiatives. The majority of these costs are related to services provided by third-party consultants.
Note 10. Legal Matters and Contingencies
In the ordinary course of its business, the Company becomes involved in lawsuits, administrative proceedings, government subpoenas, government investigations, stockholder demands, and other disputes, including antitrust, commercial, data privacy and security, employment discrimination, intellectual property, product liability, regulatory, and other matters. Significant damages or penalties may be sought from the Company in some matters, and some matters may require years for the Company to resolve. The Company records a reserve for these matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.
For those matters for which the Company has not recognized a liability, the Company cannot predict the outcome of their impact on the Company as uncertainty remains, including with regard to whether such matters will proceed to trial, whether settlements will be reached, and the amount and terms of any such settlements. Outcomes may include settlements in
significant amounts that are not currently estimable, limitations on the Company’s conduct, the imposition of corporate integrity agreement obligations, consent decrees, and/or other civil and criminal penalties. From time to time, the Company is also involved in disputes with its customers, which the Company generally seeks to resolve through commercial negotiations. If negotiations are unsuccessful, the parties may litigate the dispute or otherwise attempt to settle the matter.
With respect to the specific legal proceedings and claims described below, unless otherwise noted, the amount or range of possible losses is not reasonably estimable. There can be no assurance that the settlement, resolution, or other outcome of one or more matters, including the matters set forth below, during any subsequent reporting period will not have a material adverse effect on the Company’s results of operations or cash flows for that period or on the Company’s financial condition.
Opioid Lawsuits and Investigations
A significant number of counties, municipalities, and other governmental entities in a majority of U.S. states and Puerto Rico, as well as numerous states and tribes, filed lawsuits in various federal, state and other courts against pharmaceutical wholesale distributors (including the Company and certain subsidiaries, such as AmerisourceBergen Drug Corporation (“ABDC”) and H.D. Smith, LLC (“H.D. Smith”)), pharmaceutical manufacturers, retail pharmacy chains, medical practices, and physicians relating to the distribution of prescription opioid pain medications.
Starting in December 2017, more than 2,000 cases were transferred to Multidistrict Litigation (“MDL”) proceedings before the United States District Court for the Northern District of Ohio (the “MDL Court”). Since then, several cases filed by government and tribal plaintiffs that were selected as bellwether cases in the MDL have been resolved through trial or settlement. Following trial in two consolidated cases in the United States District Court for the Southern District of West Virginia (the “West Virginia District Court”), the West Virginia District Court entered judgment in favor of the defendants, including the Company. The plaintiffs filed an appeal of the West Virginia District Court’s decision in the United States Court of Appeals for the Fourth Circuit (the “Fourth Circuit”) on August 2, 2022. On October 28, 2025, the Fourth Circuit issued its opinion in the case, vacated the West Virginia District Court’s judgment, and remanded the case back to the West Virginia District Court for further proceedings consistent with the Fourth Circuit’s opinion. The West Virginia District Court held a hearing on May 28, 2026 and will issue a revised ruling, as directed by the Fourth Circuit.
On July 21, 2021, the Company announced that it and the two other national pharmaceutical distributors had negotiated a Distributor Settlement Agreement that, if all conditions were satisfied, would result in the resolution of a substantial majority of opioid lawsuits filed by state and local governmental entities. The Distributor Settlement Agreement became effective on April 2, 2022, and as of June 30, 2026, it included 48 of 49 eligible states (the “Settling States”) as well as 99% by population of the eligible political subdivisions in the Settling States. The Distributor Settlement Agreement requires the Company to comply with certain requirements, including the establishment of a clearinghouse that will consolidate data from all three national pharmaceutical distributors. The States of Alabama and West Virginia and their subdivisions and Native American tribes are not a part of the Distributor Settlement Agreement, and the Company has reached separate agreements with those groups.
In Maryland, a trial commenced on September 16, 2024 in a case filed by the Mayor and City Council of Baltimore in the Circuit Court for Baltimore City (the “Baltimore Circuit Court”). On November 12, 2024, the jury returned a verdict finding ABDC (and another national distributor) liable for public nuisance. A second phase of the trial began on December 11, 2024 related to the City of Baltimore’s request for an abatement remedy and proceeded as a bench trial. Following post-trial proceedings, the Baltimore Circuit Court upheld the jury’s liability verdict but granted certain post-trial relief, and the City of Baltimore accepted the reduced compensatory damages award. In November 2025, both the City of Baltimore and ABDC (and the other national distributor) filed petitions for a writ of certiorari (bypass) with the Supreme Court of Maryland (the “Maryland Supreme Court”). On April 24, 2026, the Maryland Supreme Court granted the parties’ petitions, vacated the judgment against the defendants, and remanded the case to the Baltimore Circuit Court for further proceedings consistent with the Maryland Supreme Court’s opinion in Express Scripts, Inc. et al. v. Anne Arundel County, Maryland, in which the Maryland Supreme Court declined to expand Maryland nuisance law to cover opioid-related claims against pharmacies and pharmacy benefit managers. On May 8, 2026, the City of Baltimore voluntarily dismissed all claims against the Company with prejudice.
The Company’s accrued litigation liability related to the Distributor Settlement Agreement, including the State of Alabama, as well as other opioid-related litigation for which it has reached settlement agreements, as described above, was $4.2 billion as of June 30, 2026 and $4.3 billion as of September 30, 2025. The $4.2 billion liability will be paid over 13 years. The Company currently estimates that $396.2 million will be paid prior to June 30, 2027, which is recorded in Accrued Expenses and Other on the Company’s Consolidated Balance Sheet. The remaining long-term liability of $3.8 billion is recorded in Accrued Litigation Liability on the Company’s Consolidated Balance Sheet. While the Company has accrued its estimated liability for opioid litigation, it is unable to estimate the range of possible loss associated with the matters that are not included in the accrual. Because loss contingencies are inherently unpredictable and unfavorable developments or resolutions
can occur, the assessment is highly subjective and requires judgments about future events. The Company regularly reviews opioid litigation matters to determine whether its accrual is adequate. The amount of ultimate loss may differ materially from the amount accrued to date. Until such time as otherwise resolved, the Company will continue to litigate and prepare for trial and to vigorously defend itself in all such matters. Since these matters are still developing, the Company is unable to predict the outcome, but the result of these lawsuits could include excessive monetary verdicts and/or injunctive relief that may affect the Company’s operations. Additional lawsuits regarding the distribution of prescription opioid pain medications have been filed and may continue to be filed by a variety of types of plaintiffs, including lawsuits filed by non-governmental or non-political entities and individuals, among others. The Company is vigorously defending itself in the pending lawsuits and intends to vigorously defend itself against any threatened lawsuits or enforcement proceedings.
Since July 2017, the Company has received subpoenas from several U.S. Attorney’s Offices, including grand jury subpoenas from the U.S. Attorney’s Office for the District of New Jersey (“USAO-NJ”) and the U.S. Attorney’s Office for the Eastern District of New York (“USAO-EDNY”). Those subpoenas requested the production of a broad range of documents pertaining to the Company’s distribution of controlled substances through its various subsidiaries, including ABDC, and its diversion control programs. The Company produced documents in response to the subpoenas and engaged in discussions with the various U.S. Attorney’s Offices, including the Health Care and Government Fraud Unit of the Criminal Division of the USAO-NJ, the U.S. Department of Justice Consumer Protection Branch and the U.S. Drug Enforcement Administration, in an attempt to resolve these matters. On December 29, 2022, the Department of Justice filed a civil complaint (the “Complaint”) against the Company, ABDC, and Integrated Commercialization Services, LLC (“ICS”), a subsidiary of the Company, alleging violations of the Controlled Substances Act. Specifically, the Complaint alleges that the Company negligently failed to report suspicious orders to the Drug Enforcement Administration. In the Complaint, the Department of Justice seeks civil penalties and injunctive relief. This Complaint relates to the aforementioned and previously-disclosed investigations. On March 30, 2023, the Company filed a motion to dismiss the Complaint in its entirety on behalf of itself, ABDC, and ICS. On November 6, 2023, the United States District Court for the Eastern District of Pennsylvania (the “Pennsylvania District Court”) granted in part and denied in part the motion, dismissing with prejudice all claims for civil penalties for Defendants’ alleged violations of the suspicious order reporting requirement prior to October 24, 2018, but otherwise denying the motion. On December 18, 2023, the Company, ABDC and ICS filed an Answer and Affirmative Defenses to the Complaint. On July 29, 2026, the Pennsylvania District Court entered a Fifth Amended Scheduling Order, which maintained the fact discovery deadline as November 13, 2026 and the expert discovery deadline as June 15, 2027. The Company denies the allegations in the Complaint and intends to defend itself vigorously in the litigation.
Shareholder Securities Litigation
On December 30, 2021, the Lebanon County Employees’ Retirement Fund and Teamsters Local 443 Health Services & Insurance Plan filed a complaint for a purported derivative action in the Delaware Court of Chancery against the Company and certain of its current officers and directors. The complaint alleged claims for breach of fiduciary duty allegedly arising from the Board’s and certain officers’ oversight of the Company’s controlled substance diversion control programs. The defendants moved to dismiss the complaint on March 29, 2022. On December 22, 2022, the Delaware Court of Chancery granted the motion to dismiss. On January 9, 2023, the Plaintiffs filed a Motion for Relief from Judgment and Order Pursuant to Rule 60(b) from the Delaware Court of Chancery’s judgment. On January 20, 2023, the Plaintiffs also appealed the ruling to the Delaware Supreme Court. On March 21, 2023, the Delaware Court of Chancery denied the Plaintiffs’ Motion for Relief from Judgment and Order Pursuant to Rule 60(b). On December 18, 2023, the Delaware Supreme Court reversed the dismissal and remanded the case to the Delaware Court of Chancery for further proceedings. On January 12, 2024, the Company’s Board of Directors established a Special Litigation Committee (the “SLC”) and delegated to the SLC the Board’s full authority with respect to the litigation. On March 4, 2024, the Delaware Court of Chancery granted the SLC’s consented-to motion to stay the action pending its investigation of the allegations of the complaint. On July 28, 2025, the SLC notified the Delaware Court of Chancery that the parties had reached an agreement in principle to settle all claims in the action and filed a stipulation to stay the action pending the presentation of a stipulation of settlement for the Delaware Court of Chancery’s approval. The Delaware Court of Chancery granted the stay on July 29, 2025. The parties filed a stipulation of settlement with the Delaware Court of Chancery on August 15, 2025, and the Delaware Court of Chancery held a fairness hearing on November 13, 2025. During the fairness hearing, the Delaware Court of Chancery approved the settlement and dismissed the action with prejudice. The judgment became final on December 15, 2025. Pursuant to the settlement, on December 30, 2025, insurance carriers paid the Company $86.8 million (consisting of the $111.3 million settlement award, net of fees and expenses awarded by the court to plaintiffs’ counsel), which the Company recorded as a credit in Litigation and Opioid-Related (Credit) Expenses, Net in its Consolidated Statement of Operations for the nine months ended June 30, 2026.
Subpoenas, Ongoing Investigations, and Other Contingencies
From time to time, the Company receives subpoenas or requests for information from various government agencies relating to the Company’s business or to the business of a customer, supplier, or other industry participant. The Company’s responses often require time and effort and can result in considerable costs being incurred. Most of these matters are resolved without incident; however, such subpoenas or requests can lead to the assertion of claims or the commencement of civil or criminal legal proceedings against the Company and other members of the healthcare industry, as well as to substantial settlements.
In January 2017, U.S. Bioservices Corporation, a former subsidiary of the Company, received a subpoena for information from the USAO-EDNY relating to its activities in connection with billing for products and making returns of potential overpayments to government payers. A filed qui tam complaint related to the investigation was unsealed in April 2019 and the relator filed an amended complaint under seal in the U.S. District Court for the Eastern District of New York (the “New York District Court”). In December 2019, the government filed a notice that it was declining to intervene. The New York District Court ordered that the relator’s complaint against the Company and other defendants, including AmerisourceBergen Specialty Group, LLC, be unsealed. The relator’s complaint alleged violations of the federal False Claims Act and the false claims acts of various states. The relator filed a second amended complaint, removing one state false claims act count. The Company filed a motion to dismiss the second amended complaint and all briefs on the motion were filed with the New York District Court on October 9, 2020. The motion to dismiss was granted on December 22, 2022. The False Claims Act claims were dismissed with prejudice, and the state claims were dismissed without prejudice. On January 24, 2023, the relator filed Motions to Reconsider Dismissal and For Leave to Amend the Complaint. Response briefs on those motions were filed by the Company and all briefing was completed on February 15, 2023. On October 17, 2025, the New York District Court denied the relator’s motions. On November 13, 2025, the relator filed a notice of appeal of such denial to the United States Court of Appeals for the Second Circuit (the “Second Circuit”). Pursuant to a scheduling order issued by the Second Circuit, the relator filed its appellant’s brief on January 12, 2026, the Company filed its appellee’s brief on February 17, 2026, and the relator filed a reply brief on March 9, 2026. The Second Circuit held oral argument on the appeal on June 9, 2026.
On March 3, 2022, the United States Attorney’s Office for the Western District of Virginia notified the Company of the existence of a criminal investigation into MWI Veterinary Supply Co. (“MWI”), the Company’s animal health subsidiary, in connection with grand jury subpoenas to which MWI previously responded relating to compliance with state and federal regulatory requirements governing wholesale shipments of animal health products to customers. In October 2024, the Company reached an agreement in principle to resolve these claims. While no agreement has been finalized, pursuant to the agreement in principle, the Company recorded a $49.1 million litigation expense accrual in Litigation and Opioid-Related (Credit) Expenses, Net in its fiscal 2024 Consolidated Statement of Operations. This liability is included in Accrued Expenses and Other on the Company’s Consolidated Balance Sheet as of June 30, 2026.
Note 11. Antitrust Settlements
Numerous lawsuits have been filed against certain brand pharmaceutical manufacturers alleging that the manufacturer, by itself or in concert with others, took improper actions to delay or prevent generic drugs from entering the market. These lawsuits are generally brought as class actions. The Company has not been named as a plaintiff in these lawsuits but has been a member of the direct purchasers’ class (i.e., those purchasers who purchase directly from these pharmaceutical manufacturers). None of the lawsuits has gone to trial but some have settled in the past with the Company receiving proceeds from the settlement funds. The Company recognized gains related to these lawsuits of $5.5 million and $9.5 million in the three months ended June 30, 2026 and 2025, respectively. The Company recognized gains related to these lawsuits of $34.2 million and $231.0 million in the nine months ended June 30, 2026 and 2025, respectively. These gains, which are net of attorneys’ fees and estimated payments due to other parties, were recorded as reductions to cost of goods sold in the Company’s Consolidated Statements of Operations.
Note 12. Fair Value of Financial Instruments
The recorded amounts of the Company’s cash and cash equivalents, accounts receivable, and accounts payable as of June 30, 2026 and September 30, 2025 approximate fair value based upon the relatively short-term nature of these financial instruments. Within Cash and Cash Equivalents, the Company had no investments in money market accounts as of June 30, 2026 and had $1,864.0 million of investments in money market accounts as of September 30, 2025. The fair value of the money market accounts was determined based upon unadjusted quoted prices in active markets for identical assets, otherwise known as Level 1 inputs.
The recorded amount of long-term debt (see Note 7) and the corresponding fair value as of June 30, 2026 were $11,444.1 million and $11,163.5 million, respectively. The recorded amount of long-term debt and the corresponding fair value
as of September 30, 2025 were $7,543.0 million and $7,361.4 million, respectively. The fair value of long-term debt was determined based upon inputs other than quoted prices, otherwise known as Level 2 inputs.
Note 13. Business Segment Information
The Company is organized geographically based upon the products and services it provides to its customers and reports its results under two reportable segments: U.S. Healthcare Solutions and International Healthcare Solutions. As described in Note 1, Other, which is not considered a reportable segment, consists of businesses for which the Company has begun to explore strategic alternatives.
The chief operating decision maker (“CODM”) of the Company is its President & Chief Executive Officer, whose function is to allocate resources to, and assess the performance of, the Company’s operating segments. The CODM does not review assets by operating segment for the purpose of assessing performance or allocating resources.
The following illustrates reportable and operating segment disaggregated revenue as required by Accounting Standards Codification 606, “Revenue from Contracts with Customers,” for the periods indicated:
| Three months ended June 30, | Nine months ended June 30, | |||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| U.S. Healthcare Solutions | $ | 74,860,763 | $ | 71,342,873 | $ | 219,837,666 | $ | 210,717,432 | ||||||||||||||||||
| International Healthcare Solutions: | ||||||||||||||||||||||||||
| Alliance Healthcare | 6,601,430 | 6,229,963 | 19,648,593 | 18,001,154 | ||||||||||||||||||||||
| Other Healthcare Solutions | 1,079,026 | 1,023,433 | 3,221,585 | 2,907,916 | ||||||||||||||||||||||
| Total International Healthcare Solutions | 7,680,456 | 7,253,396 | 22,870,178 | 20,909,070 | ||||||||||||||||||||||
| Other: | ||||||||||||||||||||||||||
| Animal Health | 1,519,782 | 1,471,692 | 4,426,888 | 4,214,709 | ||||||||||||||||||||||
| Other non-strategic businesses | 733,548 | 635,772 | 2,010,960 | 1,851,617 | ||||||||||||||||||||||
| Total Other | 2,253,330 | 2,107,464 | 6,437,848 | 6,066,326 | ||||||||||||||||||||||
| Intersegment eliminations | (39,712) | (40,201) | (102,923) | (88,563) | ||||||||||||||||||||||
| Revenue | $ | 84,754,837 | $ | 80,663,532 | $ | 249,042,769 | $ | 237,604,265 |
The following illustrates reportable segment cost of goods sold information for the periods indicated:
| Three months ended June 30, | Nine months ended June 30, | |||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| U.S. Healthcare Solutions | $ | 72,484,221 | $ | 69,531,741 | $ | 213,325,288 | $ | 205,570,117 | ||||||||||||||||||
| International Healthcare Solutions | 6,858,416 | 6,517,889 | 20,444,427 | 18,693,060 | ||||||||||||||||||||||
| Other | 1,924,740 | 1,792,348 | 5,473,147 | 5,115,156 | ||||||||||||||||||||||
| Intersegment eliminations | (35,382) | (38,784) | (90,105) | (84,516) | ||||||||||||||||||||||
| Total segment cost of goods sold | $ | 81,231,995 | $ | 77,803,194 | $ | 239,152,757 | $ | 229,293,817 |
The following illustrates reportable segment operating expenses information for the periods indicated:
| Three months ended June 30, | Nine months ended June 30, | |||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| U.S. Healthcare Solutions | $ | 1,410,364 | $ | 977,482 | $ | 3,716,570 | $ | 2,681,771 | ||||||||||||||||||
| International Healthcare Solutions | 656,188 | 598,232 | 1,941,946 | 1,758,957 | ||||||||||||||||||||||
| Other | 219,854 | 228,012 | 672,915 | 673,886 | ||||||||||||||||||||||
| Intersegment eliminations | (1,650) | (1,719) | (5,568) | (4,069) | ||||||||||||||||||||||
| Total segment operating expenses | $ | 2,284,756 | $ | 1,802,007 | $ | 6,325,863 | $ | 5,110,545 |
The following illustrates reportable segment operating income information for the periods indicated:
| Three months ended June 30, | Nine months ended June 30, | |||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| U.S. Healthcare Solutions | $ | 966,178 | $ | 833,650 | $ | 2,795,808 | $ | 2,465,544 | ||||||||||||||||||
| International Healthcare Solutions | 165,852 | 137,275 | 483,805 | 457,053 | ||||||||||||||||||||||
| Other | 108,736 | 87,104 | 291,786 | 277,284 | ||||||||||||||||||||||
| Intersegment eliminations | (2,680) | 302 | (7,250) | 22 | ||||||||||||||||||||||
| Total segment operating income | $ | 1,238,086 | $ | 1,058,331 | $ | 3,564,149 | $ | 3,199,903 |
The following reconciles total segment operating income to income before income taxes for the periods indicated:
| Three months ended June 30, | Nine months ended June 30, | |||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Total segment operating income | $ | 1,238,086 | $ | 1,058,331 | $ | 3,564,149 | $ | 3,199,903 | ||||||||||||||||||
| Gains from antitrust litigation settlements | 5,494 | 9,495 | 34,184 | 231,011 | ||||||||||||||||||||||
| LIFO credit | 94,304 | 52,058 | 381,896 | 19,913 | ||||||||||||||||||||||
| Türkiye highly inflationary impact | (15,405) | (14,776) | (38,447) | (36,410) | ||||||||||||||||||||||
| Acquisition-related intangibles amortization | (117,208) | (124,869) | (358,642) | (426,736) | ||||||||||||||||||||||
| Litigation and opioid-related credit (expenses), net | 88,643 | (17,974) | 160,936 | (46,263) | ||||||||||||||||||||||
| Acquisition and divestiture-related deal and integration expenses | (113,069) | (52,838) | (355,652) | (190,930) | ||||||||||||||||||||||
| Restructuring and other expenses, net | (60,628) | (41,773) | (115,667) | (140,390) | ||||||||||||||||||||||
| Impairment of assets, including goodwill | — | — | (249,498) | — | ||||||||||||||||||||||
| Operating income | 1,120,217 | 867,654 | 3,023,259 | 2,610,098 | ||||||||||||||||||||||
| Other income, net | (16,882) | (110,417) | (1,123,921) | (48,997) | ||||||||||||||||||||||
| Interest expense, net | 140,705 | 81,794 | 353,574 | 213,715 | ||||||||||||||||||||||
| Income before income taxes | $ | 996,394 | $ | 896,277 | $ | 3,793,606 | $ | 2,445,380 |
Segment operating income is evaluated by the CODM of the Company before gains from antitrust litigation settlements; LIFO credit; Türkiye highly inflationary impact; acquisition-related intangibles amortization; litigation and opioid-related credit (expenses), net; acquisition and divestiture-related deal and integration expenses; restructuring and other expenses, net; and impairment of assets, including goodwill. All corporate office expenses are allocated to the operating segment level.
Litigation and opioid-related credit, net in the three and nine months ended June 30, 2026 includes a $102.0 million reduction of opioid liability related to the dismissal of opioid litigation. Litigation and opioid-related credit, net in the nine months ended June 30, 2026 also includes an $86.8 million credit related to a derivative lawsuit settlement (see Note 10).
In connection with the acquisition of OneOncology, the Company recorded a $1.1 billion gain on the remeasurement of its equity method investment and the extinguishment of the put option liability related to its previously held investment in OneOncology in Other income, net in the nine months ended June 30, 2026 (see Note 2).
Other income, net in the three months ended June 30, 2025 includes $39.7 million for the Company’s portion of an equity method investment’s gain on the sale of a business, a $27.3 million gain on the remeasurement of an equity investment, and a $26.0 million currency remeasurement gain on the deferred tax assets relating to 2020 Swiss tax reform. Other income, net in the nine months ended June 30, 2025 includes $39.7 million for the Company’s portion of an equity method investment’s gain on the sale of a business, a $30.6 million gain on the remeasurement of an equity method investment, a $15.7 million currency remeasurement gain on the deferred tax assets relating to 2020 Swiss tax reform, and a $35.5 million loss on the divestiture of non-core businesses.
The following illustrates depreciation and amortization by reportable segment for the periods indicated:
| Three months ended June 30, | Nine months ended June 30, | |||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| U.S. Healthcare Solutions | $ | 111,563 | $ | 74,322 | $ | 277,809 | $ | 207,383 | ||||||||||||||||||
| International Healthcare Solutions | 36,433 | 35,354 | 109,177 | 99,813 | ||||||||||||||||||||||
| Other | 4,295 | 19,450 | 33,564 | 58,373 | ||||||||||||||||||||||
| Acquisition-related intangibles amortization | 117,208 | 124,869 | 358,642 | 426,736 | ||||||||||||||||||||||
| Total depreciation and amortization | $ | 269,499 | $ | 253,995 | $ | 779,192 | $ | 792,305 |
Depreciation and amortization related to property and equipment and intangible assets excludes amortization of deferred financing costs and other debt-related items, which are included in interest expense, net.
The following illustrates capital expenditures by reportable segment for the periods indicated:
| Three months ended June 30, | Nine months ended June 30, | |||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| U.S. Healthcare Solutions | $ | 146,601 | $ | 109,704 | $ | 309,550 | $ | 210,198 | ||||||||||||||||||
| International Healthcare Solutions | 62,271 | 59,509 | 153,263 | 168,179 | ||||||||||||||||||||||
| Other | 17,167 | 14,003 | 48,220 | 39,792 | ||||||||||||||||||||||
| Total capital expenditures | $ | 226,039 | $ | 183,216 | $ | 511,033 | $ | 418,169 |
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