UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED ~~June 30,~~December 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ___________ TO___________

Commission file number 1-16671

~~AMERISOURCEBERGEN CORPORATION~~CENCORA, INC.

(Exact name of registrant as specified in its charter)

Delaware

23-3079390

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

1 West First Avenue

Conshohocken,

19428-1800

(Address of principal executive offices)

(Zip Code)

(610) 727-7000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common stock, par value $0.01 per share	~~ABC~~COR	New York Stock Exchange	(NYSE)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).

Large accelerated filer ý Accelerated filer o Non-accelerated filer o Smaller reporting company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý

The number of shares of common stock of ~~AmerisourceBergen Corporation~~Cencora, Inc. outstanding as of ~~July 31, 2023~~January 29, 2024 was ~~202,174,856.~~199,481,993.

Table of Contents

~~AMERISOURCEBERGEN CORPORATION~~CENCORA, INC.

TABLE OF CONTENTS


			Page No.

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

Consolidated Balance Sheets as of ~~June 30~~,December 31, 2023 and September 30, ~~2022~~2023			24

Consolidated Statements of Operations for the three ~~and~~ ~~nine~~ months ended ~~June 30~~,December 31, 2023 and 2022			35

Consolidated Statements of Comprehensive Income for the three ~~and~~ ~~nine~~months ended ~~June 30~~,December 31, 2023 and 2022			46

Consolidated Statements of Changes in Stockholders' Equity for the three ~~and nine~~ months ended ~~June 30,~~December 31, 2023 and 2022			57

Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~June 30~~,December 31, 2023 and 2022			78

Notes to Consolidated Financial Statements			89

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			2221

Item 3. Quantitative and Qualitative Disclosures About Market Risk			3530

Item 4. Controls and Procedures			3530

Part II. OTHER INFORMATION

Item 1. Legal Proceedings			3631

Item 1A. Risk Factors			3631

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			3631

Item 3. Defaults Upon Senior Securities			3631

Item 4. Mine Safety Disclosures			3631

Item 5. Other Information			3631

Item 6. Exhibits			3733

SIGNATURES			3834

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act"). These forward-looking statements include, without limitation, statements regarding our financial position, business strategy and the plans and objectives of management for our future operations; anticipated trends and prospects in the industries in which our business operates; and new products, services and related strategies. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Annual Report on Form 10-K, words such as “aim,” “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “on track,” “opportunity,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “strive,” “sustain,” “synergy,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These statements are based on management's current expectations and beliefs and are subject to uncertainty and changes in circumstances and speak only as of the date hereof. Although we believe that the assumptions underlying the forward-looking statements are reasonable, we can give no assurance that our expectations will be attained. Factors that could have a material adverse effect on our financial condition, liquidity, results of operations or future prospects or which could cause actual results to differ materially from our expectations include, but are not limited to:

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

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

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

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

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

•changes to customer or supplier mix and payment terms;

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

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

•our ability to manage and complete divestitures;

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

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

•interest rate and foreign currency exchange rate fluctuations;

•risks and costs associated with maintaining adequate insurance coverages;

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

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

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

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

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

•the loss, bankruptcy or insolvency of a major supplier, or substantial defaults in payment, material reduction in purchases by or the loss, bankruptcy or insolvency of a major customer;

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

•increasing governmental regulations regarding the pharmaceutical supply chain;

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

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

Table of Contents

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

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

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

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

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

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

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

•the impairment of goodwill or other intangible assets (including any additional impairments with respect to foreign operations), resulting in a charge to earnings; and

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

These forward-looking statements are based on information available as of the date of this Quarterly Report on Form 10-Q and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements.

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM I. Financial Statements (Unaudited)

~~AMERISOURCEBERGEN CORPORATION~~CENCORA, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


(in thousands, except share and per share data)	(in thousands, except share and per share data)	June 30, 2023		September 30, 2022		(in thousands, except share and per share data)	December 31, 2023	September 30, 2023
		(Unaudited)					(Unaudited)
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	1,389,345	$	3,388,189
Accounts receivable, less allowances for returns and credit losses: $1,511,373 as of June 30, 2023 and $1,626,729 as of September 30, 2022		20,796,648		18,452,675
Accounts receivable, less allowances for returns and credit losses: $1,371,439 as of December 31, 2023 and $1,433,396 as of September 30, 2023
Inventories	Inventories	16,852,340		15,556,394
Right to recover assets	Right to recover assets	1,417,551		1,532,061
Income tax receivable	Income tax receivable	37,479		172,568
Prepaid expenses and other	Prepaid expenses and other	493,221		487,871
Total current assets	Total current assets	40,986,584		39,589,758

Property and equipment, net	Property and equipment, net	2,147,881		2,135,003
Property and equipment, net
Property and equipment, net
Goodwill	Goodwill	9,658,445		8,503,886
Other intangible assets	Other intangible assets	4,766,820		4,332,737
Deferred income taxes	Deferred income taxes	221,235		237,571
Other assets	Other assets	3,396,231		1,761,661

TOTAL ASSETS	TOTAL ASSETS	$	61,177,196	$	56,560,616
TOTAL ASSETS
TOTAL ASSETS

LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES AND STOCKHOLDERS’ EQUITY	LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	43,752,080	$	40,192,890
Accrued expenses and other	Accrued expenses and other	2,170,270		2,214,592
Short-term debt	Short-term debt	860,861		1,070,473
Total current liabilities	Total current liabilities	46,783,211		43,477,955

Long-term debt	Long-term debt	4,159,853		4,632,360
Long-term debt
Long-term debt
Accrued income taxes	Accrued income taxes	284,020		320,274
Deferred income taxes	Deferred income taxes	1,716,360		1,620,413
Accrued litigation liability	Accrued litigation liability	5,455,000		5,461,758
Other liabilities	Other liabilities	1,856,708		976,583
Commitments and contingencies (Note 10)	Commitments and contingencies (Note 10)					Commitments and contingencies (Note 10)

Stockholders’ equity:	Stockholders’ equity:
Common stock, $0.01 par value - authorized, issued, and outstanding: 600,000,000 shares, 294,660,550 shares, and 202,109,227 shares as of June 30, 2023, respectively, and 600,000,000 shares, 292,700,490 shares, and 206,203,817 shares as of September 30, 2022, respectively		2,947		2,927
Stockholders’ equity:
Stockholders’ equity:
Common stock, $0.01 par value - authorized, issued, and outstanding: 600,000,000 shares, 295,746,891 shares, and 199,461,864 shares as of December 31, 2023, respectively, and 600,000,000 shares, 294,822,962 shares, and 200,814,804 shares as of September 30, 2023, respectively
Additional paid-in capital	Additional paid-in capital	5,807,585		5,658,733
Retained earnings	Retained earnings	4,071,961		2,977,646
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(1,226,694)		(1,830,970)
Treasury stock, at cost: 92,551,323 shares as of June 30, 2023 and 86,496,673 shares as of September 30, 2022		(7,969,781)		(7,019,895)
Total AmerisourceBergen Corporation stockholders' equity (deficit)		686,018		(211,559)
Treasury stock, at cost: 96,285,027 shares as of December 31, 2023 and 94,008,158 shares as of September 30, 2023
Total Cencora, Inc. stockholders' equity
Noncontrolling interests	Noncontrolling interests	236,026		282,832
Total stockholders' equity	Total stockholders' equity	922,044		71,273

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	61,177,196	$	56,560,616
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

See notes to consolidated financial statements.

Table of Contents

~~AMERISOURCEBERGEN CORPORATION~~CENCORA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


		Three months ended June 30,				Nine months ended June 30,
				Three months ended December 31,
				Three months ended December 31,
				Three months ended December 31,
(in thousands, except per share data)	(in thousands, except per share data)	2023		2022		2023		2022		(in thousands, except per share data)	2023	2022
Revenue	Revenue	$	66,947,043	$	60,064,601	$	193,251,080	$	177,412,857
Cost of goods sold	Cost of goods sold	64,682,397		58,049,232		186,545,039		171,102,049
Gross profit	Gross profit	2,264,646		2,015,369		6,706,041		6,310,808
Operating expenses:	Operating expenses:									Operating expenses:
Distribution, selling, and administrative	Distribution, selling, and administrative	1,304,141		1,212,152		3,916,156		3,585,500
Depreciation	Depreciation	104,504		97,189		304,727		289,272
Amortization	Amortization	169,768		74,925		382,951		234,061
Litigation and opioid-related (credit) expenses	Litigation and opioid-related (credit) expenses	(67,102)		23,442		(38,583)		108,167
Acquisition-related deal and integration expenses	Acquisition-related deal and integration expenses	19,283		36,570		99,392		69,710
Restructuring and other expenses	Restructuring and other expenses	63,924		7,858		177,608		31,357
Impairment of assets		—		—		—		4,946
Goodwill impairment		—		75,936		—		75,936

Operating income	Operating income	670,128		487,297		1,863,790		1,911,859
Other loss (income), net		3,436		(41,888)		(18,612)		(48,008)

Operating income

Operating income
Other income, net
Interest expense, net	Interest expense, net	57,864		52,862		167,989		159,150

Income before income taxes	Income before income taxes	608,828		476,323		1,714,413		1,800,717

Income before income taxes

Income before income taxes
Income tax expense	Income tax expense	129,615		113,120		330,817		432,853
Net income	Net income	479,213		363,203		1,383,596		1,367,864
Net loss attributable to noncontrolling interests		368		43,761		11,132		36,219
Net income attributable to AmerisourceBergen Corporation		$	479,581	$	406,964	$	1,394,728	$	1,404,083
Net (income) loss attributable to noncontrolling interests
Net income attributable to Cencora, Inc.

Earnings per share:	Earnings per share:
Earnings per share:
Earnings per share:
Basic
Basic
Basic	Basic	$	2.37	$	1.95	$	6.87	$	6.72
Diluted	Diluted	$	2.35	$	1.92	$	6.80	$	6.63

Weighted average common shares outstanding:
Weighted average common shares outstanding:
Weighted average common shares outstanding:	Weighted average common shares outstanding:
Basic	Basic	202,349		208,885		202,908		208,895
Diluted	Diluted	204,375		211,738		204,995		211,633

Cash dividends declared per share of common stock	Cash dividends declared per share of common stock	$	0.485	$	0.460	$	1.455	$	1.380
Cash dividends declared per share of common stock
Cash dividends declared per share of common stock

See notes to consolidated financial statements.

Table of Contents

~~AMERISOURCEBERGEN CORPORATION~~CENCORA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


		Three months ended June 30,				Nine months ended June 30,
				Three months ended December 31,
				Three months ended December 31,
				Three months ended December 31,
(in thousands)	(in thousands)	2023		2022		2023		2022		(in thousands)	2023	2022
Net income	Net income	$	479,213	$	363,203	$	1,383,596	$	1,367,864
Other comprehensive income (loss)
Other comprehensive income
Foreign currency translation adjustments
Foreign currency translation adjustments
Foreign currency translation adjustments	Foreign currency translation adjustments	96,999		(438,937)		572,217		(1,011,180)
Other, net	Other, net	(455)		8,704		(1,578)		7,727

Total other comprehensive income (loss)		96,544		(430,233)		570,639		(1,003,453)
Total comprehensive income (loss)		575,757		(67,030)		1,954,235		364,411
Total other comprehensive income
Total other comprehensive income
Total other comprehensive income
Total comprehensive income
Comprehensive (income) loss attributable to noncontrolling interests	Comprehensive (income) loss attributable to noncontrolling interests	(6,732)		58,512		44,769		63,813
Comprehensive income (loss) attributable to AmerisourceBergen Corporation		$	569,025	$	(8,518)	$	1,999,004	$	428,224
Comprehensive income attributable to Cencora, Inc.

See notes to consolidated financial statements.

Table of Contents

~~AMERISOURCEBERGEN CORPORATION~~CENCORA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(Unaudited)


(in thousands, except per share data)	(in thousands, except per share data)	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Noncontrolling Interests		Total		(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, 2023		$	2,944	$	5,770,242	$	3,691,314	$	(1,316,138)	$	(7,866,676)	$	229,451	$	511,137
Net income (loss)		—		—		479,581		—		—		(368)		479,213
September 30, 2023
Net income
Other comprehensive income	Other comprehensive income	—		—		—		89,444		—		7,100		96,544
Cash dividends, $0.485 per share		—		—		(98,934)		—		—		—		(98,934)
Cash dividends, $0.510 per share
Exercises of stock options	Exercises of stock options	2		18,364		—		—		—		—		18,366
Share-based compensation expense	Share-based compensation expense	—		20,567		—		—		—		—		20,567
Purchases of common stock	Purchases of common stock	—		—		—		—		(100,000)		—		(100,000)
Employee tax withholdings related to restricted share vesting	Employee tax withholdings related to restricted share vesting	—		—		—		—		(3,105)		—		(3,105)
Other, net	Other, net	1		(1,588)		—		—		—		(157)		(1,744)
June 30, 2023		$	2,947	$	5,807,585	$	4,071,961	$	(1,226,694)	$	(7,969,781)	$	236,026	$	922,044
December 31, 2023

(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, 2022 $ 2,924 $ 5,599,819 $ 2,469,709 $ (1,005,819) $ (6,516,324) $ 355,756 $ 906,065
Net income (loss) — — 406,964 — — (43,761) 363,203
Other comprehensive loss — — — (415,482) — (14,751) (430,233)
Cash dividends, $0.460 per share — — (97,316) — — — (97,316)
Exercises of stock options 1 10,980 — — — — 10,981
Share-based compensation expense — 14,395 — — — — 14,395
Purchases of common stock — — — — (248,729) — (248,729)
Employee tax withholdings related to restricted share vesting — — — — (73) — (73)
Alliance Healthcare purchase accounting adjustment — — — — — 6,900 6,900
Sale of a business — — — — — (3,544) (3,544)
Other, net — 3,250 — — — (7,035) (3,785)
June 30, 2022 $ 2,925 $ 5,628,444 $ 2,779,357 $ (1,421,301) $ (6,765,126) $ 293,565 $ 517,864


(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, 2022	$	2,927	$	5,658,733	$	2,977,646	$	(1,830,970)	$	(7,019,895)	$	282,832	$	71,273
Net income (loss)	—		—		479,745		—		—		(3,575)		476,170
Other comprehensive income (loss)	—		—		—		419,052		—		(25,687)		393,365
Cash dividends, $0.485 per share	—		—		(99,713)		—		—		—		(99,713)
Exercises of stock options	3		21,860		—		—		—		—		21,863
Share-based compensation expense	—		55,633		—		—		—		—		55,633
Purchases of common stock	—		—		—		—		(778,827)		—		(778,827)
Employee tax withholdings related to restricted share vesting	—		—		—		—		(65,217)		—		(65,217)
Other, net	12		880		—		—		—		(1,880)		(988)
December 31, 2022	$	2,942	$	5,737,106	$	3,357,678	$	(1,411,918)	$	(7,863,939)	$	251,690	$	73,559

~~See notes to consolidated financial statements.~~

~~Table of Contents~~

~~AMERISOURCEBERGEN CORPORATION 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, 2022 $ 2,927 $ 5,658,733 $ 2,977,646 $ (1,830,970) $ (7,019,895) $ 282,832 $ 71,273
Net income (loss) — — 1,394,728 — — (11,132) 1,383,596
Other comprehensive income (loss) — — — 604,276 — (33,637) 570,639
Cash dividends, $1.455 per share — — (300,413) — — — (300,413)
Exercises of stock options 6 50,072 — — — — 50,078
Share-based compensation expense — 99,699 — — — — 99,699
Purchases of common stock — — — — (878,827) — (878,827)
Employee tax withholdings related to restricted share vesting — — — — (71,059) — (71,059)
Other, net 14 (919) — — — (2,037) (2,942)
June 30, 2023 $ 2,947 $ 5,807,585 $ 4,071,961 $ (1,226,694) $ (7,969,781) $ 236,026 $ 922,044

(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, 2021 $ 2,907 $ 5,465,104 $ 1,670,513 $ (445,442) $ (6,469,728) $ 361,057 $ 584,411
Net income (loss) — — 1,404,083 — — (36,219) 1,367,864
Other comprehensive loss — — — (975,859) — (27,594) (1,003,453)
Cash dividends, $1.380 per share — — (295,239) — — — (295,239)
Exercises of stock options 9 83,945 — — — — 83,954
Share-based compensation expense — 76,960 — — — — 76,960
Purchases of common stock — — — — (260,125) — (260,125)
Employee tax withholdings related to restricted share vesting — — — — (35,273) — (35,273)
Alliance Healthcare purchase accounting adjustment — — — — — 6,900 6,900
Sale of a business — — — — — (3,544) (3,544)
Other, net 9 2,435 — — — (7,035) (4,591)
June 30, 2022 $ 2,925 $ 5,628,444 $ 2,779,357 $ (1,421,301) $ (6,765,126) $ 293,565 $ 517,864

See notes to consolidated financial statements.

Table of Contents

~~AMERISOURCEBERGEN CORPORATION~~CENCORA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


		Nine months ended June 30,					Three months ended December 31,
(in thousands)	(in thousands)	2023		2022		(in thousands)	2023	2022
OPERATING ACTIVITIES	OPERATING ACTIVITIES
Net income	Net income	$	1,383,596	$	1,367,864
Net income
Net income
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, including amounts charged to cost of goods sold	Depreciation, including amounts charged to cost of goods sold	307,345		292,325
Depreciation, including amounts charged to cost of goods sold
Depreciation, including amounts charged to cost of goods sold
Amortization, including amounts charged to interest expense	Amortization, including amounts charged to interest expense	389,843		243,241
Provision for credit losses		21,264		20,123
(Benefit) provision for deferred income taxes		(89,968)		57,063
Provision (benefit) for credit losses
Provision (benefit) for deferred income taxes
Share-based compensation expense	Share-based compensation expense	99,699		76,960
LIFO expense (credit)		114,272		(37,669)
Impairment of assets, including goodwill		—		80,882
Gain on sale of businesses		—		(59,973)
LIFO (credit) expense

Turkey highly inflationary impact	Turkey highly inflationary impact	66,022		33,424

Turkey highly inflationary impact

Turkey highly inflationary impact
Loss on remeasurement of equity investment
Other, net	Other, net	(8,674)		(1,748)
Changes in operating assets and liabilities, excluding the effects of acquisitions and divestitures:
Changes in operating assets and liabilities, excluding the effects of acquisitions:
Accounts receivable
Accounts receivable
Accounts receivable	Accounts receivable	(2,249,881)		(1,550,962)
Inventories	Inventories	(1,369,977)		(712,849)

Income taxes receivable
Income taxes receivable
Income taxes receivable	Income taxes receivable	140,310		93,899
Prepaid expenses and other assets	Prepaid expenses and other assets	95,435		59,694
Accounts payable	Accounts payable	3,513,686		2,074,612

Accrued expenses	Accrued expenses	(163,660)		(268,945)
Accrued expenses
Accrued expenses
Income taxes payable and other liabilities
Long-term accrued litigation liability	Long-term accrued litigation liability	(6,758)		(52,327)
Income taxes payable and other liabilities		(158,031)		(176,996)
NET CASH PROVIDED BY OPERATING ACTIVITIES	NET CASH PROVIDED BY OPERATING ACTIVITIES	2,084,523		1,538,618
INVESTING ACTIVITIES	INVESTING ACTIVITIES					INVESTING ACTIVITIES
Capital expenditures	Capital expenditures	(282,862)		(322,732)
Cost of acquired companies, net of cash acquired		(1,409,681)		(124,158)
Cost of equity investments		(737,025)		—
Proceeds from the sale of businesses		—		258,082
Prefunded business acquisition

Other, net
Other, net
Other, net	Other, net	10,544		(4,899)
NET CASH USED IN INVESTING ACTIVITIES	NET CASH USED IN INVESTING ACTIVITIES	(2,419,024)		(193,707)
FINANCING ACTIVITIES	FINANCING ACTIVITIES					FINANCING ACTIVITIES
Loan borrowings	Loan borrowings	157,547		155,189
Senior notes and loan repayments		(759,593)		(827,894)
Loan repayments
Borrowings under revolving and securitization credit facilities	Borrowings under revolving and securitization credit facilities	49,810,302		4,323,963
Repayments under revolving and securitization credit facilities	Repayments under revolving and securitization credit facilities	(49,789,813)		(4,227,561)

Purchases of common stock
Purchases of common stock
Purchases of common stock	Purchases of common stock	(907,214)		(248,422)
Exercises of stock options	Exercises of stock options	50,078		83,954
Cash dividends on common stock	Cash dividends on common stock	(300,413)		(295,239)
Employee tax withholdings related to restricted share vesting	Employee tax withholdings related to restricted share vesting	(71,059)		(35,273)
Other, net	Other, net	(5,099)		(8,036)
NET CASH USED IN FINANCING ACTIVITIES	NET CASH USED IN FINANCING ACTIVITIES	(1,815,264)		(1,079,319)
EFFECT OF EXCHANGE RATE CHANGES ON CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	EFFECT OF EXCHANGE RATE CHANGES ON CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	104,479		(33,056)
(DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, INCLUDING CASH CLASSIFIED WITHIN ASSETS HELD FOR SALE		(2,045,286)		232,536
LESS: INCREASE IN CASH CLASSIFIED WITHIN ASSETS HELD FOR SALE		—		(610)
(DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH		(2,045,286)		231,926
INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
Cash, cash equivalents, and restricted cash at beginning of period	Cash, cash equivalents, and restricted cash at beginning of period	3,593,539		3,070,128
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD	CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD	$	1,548,253	$	3,302,054

See notes to consolidated financial statements.

Table of Contents

~~AMERISOURCEBERGEN CORPORATION~~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 ~~AmerisourceBergen Corporation~~Cencora, Inc. and its subsidiaries, including less-than-wholly-owned subsidiaries in which ~~AmerisourceBergen Corporation~~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,~~December 31, 2023 and the results of operations and cash flows for the interim periods ended ~~June 30,~~December 31, 2023 and 2022 have been included. Certain information and ~~footnote~~ 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, ~~2022.~~2023.

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 in order to conform to the current year presentation.

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, including opioid-related legal settlements.~~obligations.

The following represents a reconciliation of cash and cash equivalents in the Consolidated Balance Sheets to cash, cash equivalents, and restricted cash used in the Consolidated Statements of Cash Flows:


(amounts in thousands)	(amounts in thousands)		June 30, 2023		September 30, 2022		June 30, 2022		September 30, 2021		(amounts in thousands)	December 31, 2023	September 30, 2023	December 31, 2022	September 30, 2022
			(unaudited)				(unaudited)
		(unaudited)
Cash and cash equivalents
Cash and cash equivalents
Cash and cash equivalents	Cash and cash equivalents		$	1,389,345	$	3,388,189	$	3,034,233	$	2,547,142
Restricted cash (included in Prepaid Expenses and Other)	Restricted cash (included in Prepaid Expenses and Other)		96,623		144,980		207,722		462,986
Restricted cash (included in Other Assets)	Restricted cash (included in Other Assets)		62,285		60,370		60,099		60,000
Cash, cash equivalents, and restricted cash	Cash, cash equivalents, and restricted cash		$	1,548,253	$	3,593,539	$	3,302,054	$	3,070,128

Recently Adopted Accounting Pronouncements

As of ~~June 30,~~December 31, 2023, there were no ~~recently-issued~~recently-adopted accounting standards that ~~may have~~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 November 2023, the Financial Accounting Standards Board ("FASB") issued ASU No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07")." ASU 2023-07 requires public entities to disclose significant segment expenses on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment's profit or loss that are currently required annually. ASU 2023-07 is effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024. Early adoption is permitted. The guidance should be applied retrospectively to all periods presented in the financial statements. The Company is currently evaluating the impact of adopting this new accounting guidance.

In December 2023, the FASB issued ASU No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09")." ASU 2023-09 requires entities to provide additional information in their tax rate reconciliation and additional disclosures about income taxes paid by jurisdiction. ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted. The guidance should be applied prospectively, but entities have the option to apply it retrospectively for each period presented. The Company is currently evaluating the impact of adopting this new accounting guidance.

Note 2. Acquisition ~~and Equity Method Investment~~

PharmaLex Acquisition

The Company acquired and assumed control of PharmaLex Holding ~~Gmbh~~GmbH ("PharmaLex") effective January 1, 2023 for $1.473 billion, subject to customary adjustments, including a $29.3 million cash holdback. PharmaLex is a leading provider of specialized services for the life sciences industry. PharmaLex's services include regulatory affairs, development consulting and scientific affairs, pharmacovigilance, and quality management and compliance. PharmaLex is headquartered in Germany and operates in over 30 countries. The acquisition advances the Company's role as a partner of choice for biopharmaceutical partners across the pharmaceutical development and commercialization journey. PharmaLex is a component of the Company's International Healthcare Solutions reportable segment.

The Company completed the purchase price ~~has been preliminarily~~allocations as of December 31, 2023. The purchase price was allocated to the underlying assets acquired, including ~~$37.5~~$37.4 million of cash and cash equivalents, and liabilities assumed based upon their estimated fair values as of the date of the acquisition. The preliminary allocation is pending the final valuation of the intangible assets and the corresponding deferred taxes, as well as finalization of the working capital account balances and lease right-of-use assets and liabilities.

The purchase price exceeded the ~~current~~ estimated fair value of the net tangible and intangible assets acquired by ~~$1,016.7~~$1,010.2 million, which was allocated to goodwill. Goodwill resulting from this acquisition is not ~~expected to be~~ deductible for income tax purposes.

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


(in thousands, except useful lives)	Fair Value		Useful Lives
Customer relationships	$	522,634	12
Trade names	30,931		5
Software technology	5,333		6
Total	$	558,898

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

~~Investment in OneOncology~~

In June 2023, the Company and TPG, a global alternative asset management firm, acquired OneOncology, LLC ("OneOncology"), a network of leading oncology practices. Including all direct transaction costs, the Company invested $718.4 million (representing 34.9%) in a joint venture formed to acquire OneOncology for approximately $2.1 billion, and TPG acquired the majority interest in the joint venture. The Company accounts for its interest in the joint venture as an equity method investment, which is included in Other Assets on its Consolidated Balance Sheet.

Beginning on the third anniversary of the closing of the joint venture's acquisition of OneOncology and ending on the day before the fourth anniversary of that closing, TPG will have a put option under which TPG may require the Company to purchase all of the other interests in the joint venture, including TPG's interest, at a price equal to 19 times OneOncology's adjusted earnings before interest, taxes, depreciation and amortization for the most recently ended 12-month period prior to TPG’s exercise of the put option, all of which is subject to various other adjustments and qualifications. In addition, on the date that is the third anniversary of the closing and again beginning on the fourth anniversary of the closing and ending on the day before the fifth anniversary of the closing, the Company will have a call option to purchase all of the other interests in the joint venture, including TPG's, also at the price set forth above. The Company recorded the net $807 million fair value of the put and call options in Other Liabilities with a corresponding offset in Other Assets in the Company's Consolidated Balance Sheet as of June 30, 2023. The fair value of the put and call options, which is a Level 3 measurement, was determined using a Monte Carlo simulation, which relies on assumptions, including cash flow projections, risk-free rates, volatility, and details specific to the put and call options. The fair value of the put and call options will remain on the balance sheet until their final collective resolution.

910

Note 3. Variable Interest Entity

The Company has substantial governance rights over Profarma Distribuidora de Produtos Farmacêuticos S.A. ("Profarma"), which 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)	(in thousands)	June 30, 2023		September 30, 2022		(in thousands)	December 31, 2023	September 30, 2023
Cash and cash equivalents	Cash and cash equivalents	$	35,859	$	23,144
Accounts receivables, net	Accounts receivables, net	256,472		192,930
Inventories	Inventories	272,153		207,858
Prepaid expenses and other	Prepaid expenses and other	70,438		63,982
Property and equipment, net	Property and equipment, net	44,055		35,554
Other intangible assets	Other intangible assets	63,472		66,568
Other long-term assets	Other long-term assets	80,021		71,327
Total assets	Total assets	$	822,470	$	661,363

Accounts payable	Accounts payable	$	269,176	$	215,515
Accounts payable
Accounts payable
Accrued expenses and other	Accrued expenses and other	51,739		47,952
Short-term debt	Short-term debt	124,579		60,851
Long-term debt	Long-term debt	88,806		64,918
Deferred income taxes	Deferred income taxes	20,409		25,801
Other long-term liabilities	Other long-term liabilities	56,812		52,417
Total liabilities	Total liabilities	$	611,521	$	467,454

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 4. Income Taxes

The Company files income tax returns in U.S. federal, state, and various foreign jurisdictions. As of ~~June 30,~~December 31, 2023, 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 ~~$535.1~~$564.9 million ($~~468.3~~491.1 million, net of federal benefit). If recognized, ~~$450.0~~$475.8 million of these tax benefits would have reduced income tax expense and the effective tax rate. Included in this amount is ~~$21.4~~$28.8 million of interest and penalties, which the Company records in Income Tax Expense in the Company's Consolidated Statements of Operations. In the ~~nine~~three months ended ~~June 30,~~December 31, 2023, unrecognized tax benefits ~~decreased~~increased by ~~$18.1~~$13.0 million. Over the next 12 months, tax authority audit resolutions and the expiration of statutes of limitations are not expected to ~~result in a reduction of~~materially impact unrecognized tax benefits.

The Company's effective tax rates were ~~21.3%~~23.0% and ~~19.3%~~19.8% for the three ~~and nine~~ months ended ~~June 30,~~December 31, 2023 ~~respectively. The Company's effective tax rates were 23.7%~~ and ~~24.0% for the three and nine months ended June 30,~~ 2022, respectively. The effective tax rate for the three months ended ~~June 30,~~December 31, 2023 was higher than the U.S. statutory rate primarily due to U.S. state income taxes and a discrete tax expense, offset in part by the benefit of non-U.S. income taxed at rates lower than the U.S. statutory ~~rate.~~rate, as well as tax benefits associated with the vesting of restricted stock units and stock option exercises. The effective tax rate for the ~~nine~~three months ended ~~June 30, 2023~~December 31, 2022 was lower than the U.S. statutory rate primarily due to the benefit of non-U.S. income taxed at rates lower than the U.S. statutory rate, ~~benefits from tax authority audit resolutions, and~~as well as tax benefits associated with the vesting of restricted stock units and stock option exercises, offset in part by U.S. state income taxes. The effective tax rates for the three and nine months ended June 30, 2022 were higher than the U.S. statutory rate primarily due to U.S. state income taxes as well as discrete tax expenses associated with foreign valuation allowance adjustments, offset in part by the benefit of non-U.S. income taxed at rates lower than the U.S. statutory rate.

1011

Note 5. Goodwill and Other Intangible Assets

The following is a summary of the changes in the carrying value of goodwill, by reportable segment, for the ~~nine~~three months ended ~~June 30,~~December 31, 2023:

(in thousands) U. S. Healthcare Solutions International Healthcare Solutions Total
Goodwill as of September 30, 2022 $ 6,280,240 $ 2,223,646 $ 8,503,886
Goodwill recognized in connection with acquisitions — 1,020,013 1,020,013
Foreign currency translation 3,251 131,295 134,546
Goodwill as of June 30, 2023 $ 6,283,491 $ 3,374,954 $ 9,658,445


(in thousands)	U. S. Healthcare Solutions		International Healthcare Solutions		Total
Goodwill as of September 30, 2023	$	6,282,417	$	3,291,700	$	9,574,117
Purchase accounting adjustments	—		(12,904)		(12,904)



Foreign currency translation	1,741		97,588		99,329
Goodwill as of December 31, 2023	$	6,284,158	$	3,376,384	$	9,660,542

The following is a summary of other intangible assets:

June 30, 2023 September 30, 2022
(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 $ 667,932 $ — $ 667,932
Finite-lived:
Customer relationships 14 years 5,004,525 (1,160,384) 3,844,141 4,226,547 (931,961) 3,294,586
Trade names and other 4 years 1,259,381 (353,702) 905,679 542,346 (172,127) 370,219
Total other intangible assets $ 6,280,906 $ (1,514,086) $ 4,766,820 $ 5,436,825 $ (1,104,088) $ 4,332,737

On January 24, 2023, the Company announced its intent to change its name to better reflect its bold vision and purpose-driven approach to creating healthier futures. The Company intends to begin operating as Cencora on August 30, 2023. The new name represents a unified presence that will continue to fuel the Company's ongoing growth strategy and advance its impact across healthcare. In connection with the Company's name change, it evaluated and shortened the useful lives of certain trade names. The Company also reclassified $651.0 million of trade names from indefinite-lived to finite-lived trade names. The revised useful lives of these trade names, all of which were acquired through prior acquisitions made by the Company, range from less than one year to three years. The below future amortization expense amounts reflect the impact of the intangible assets' revised useful lives.


	December 31, 2023							September 30, 2023
(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	14 years	4,963,373		(1,301,747)		3,661,626		4,845,091		(1,213,200)		3,631,891
Trade names and other	4 years	1,239,785		(541,980)		697,805		1,224,795		(441,903)		782,892
Total other intangible assets		$	6,220,158	$	(1,843,727)	$	4,376,431	$	6,086,886	$	(1,655,103)	$	4,431,783

Amortization expense for finite-lived intangible assets was ~~$169.8~~$166.4 million and ~~$74.9~~$72.4 million in the three months ended ~~June 30, 2023 and 2022, respectively. Amortization expense for finite-lived intangible assets was $383.0 million and $234.1 million in the nine months ended June 30,~~December 31, 2023 and 2022, respectively. Amortization expense for finite-lived intangible assets is estimated to be ~~$550.9 million in fiscal 2023, $657.7~~$675.8 million in fiscal 2024, ~~$539.6~~$516.1 million in fiscal 2025, ~~$362.6~~$356.4 million in fiscal 2026, ~~$302.9~~$298.9 million in fiscal 2027, $288.4 million in fiscal 2028, and ~~$2,719.0~~$2,390.2 million thereafter.

1112

Note 6. Debt

Debt consisted of the following:


(in thousands)	(in thousands)	June 30, 2023		September 30, 2022		(in thousands)	December 31, 2023	September 30, 2023
Multi-currency revolving credit facility due 2027		$	—	$	—
Multi-currency revolving credit facility due 2028
Receivables securitization facility due 2025	Receivables securitization facility due 2025	350,000		350,000
Revolving credit note	Revolving credit note	—		—
Overdraft facility due 2024 (£10,000)	Overdraft facility due 2024 (£10,000)	—		—
Money market facility	Money market facility	—		—
0.737% senior notes due 2023		—		672,736
$500,000, 3.400% senior notes due 2024	$500,000, 3.400% senior notes due 2024	499,557		499,195
$500,000, 3.250% senior notes due 2025	$500,000, 3.250% senior notes due 2025	498,857		498,347
$750,000, 3.450% senior notes due 2027	$750,000, 3.450% senior notes due 2027	746,254		745,622
$500,000, 2.800% senior notes due 2030	$500,000, 2.800% senior notes due 2030	495,806		495,348
$1,000,000, 2.700% senior notes due 2031	$1,000,000, 2.700% senior notes due 2031	991,320		990,480
$500,000, 4.250% senior notes due 2045	$500,000, 4.250% senior notes due 2045	495,324		495,162
$500,000, 4.300% senior notes due 2047	$500,000, 4.300% senior notes due 2047	493,487		493,288
Alliance Healthcare debt	Alliance Healthcare debt	236,725		336,886
Nonrecourse debt	Nonrecourse debt	213,384		125,769
Total debt	Total debt	5,020,714		5,702,833
Less AmerisourceBergen Corporation current portion		499,557		672,736
Less Cencora, Inc. current portion
Less Alliance Healthcare current portion	Less Alliance Healthcare current portion	236,725		336,886
Less nonrecourse current portion	Less nonrecourse current portion	124,579		60,851
Total, net of current portion	Total, net of current portion	$	4,159,853	$	4,632,360

Multi-Currency Revolving Credit Facility

The Company has a $2.4 billion multi-currency senior unsecured revolving credit facility ("Multi-Currency Revolving Credit Facility") with a syndicate of lenders, which is scheduled to expire in October ~~2027.~~2028. Interest on borrowings under the Multi-Currency Revolving Credit Facility accrues at specified rates based onupon the Company’s debt rating and ranges from 80.5 basis points to 122.5 basis points over SOFR/EURIBOR/CDOR/RFR, as applicable (102.5 basis points over SOFR/EURIBOR/CDOR/RFR as of June 30, 2023) and from 0 basis points to 22.5 basis points over the alternate base rate and Canadian prime rate, as applicable.rating. The Company also pays facility fees to maintain the availability under the Multi-Currency Revolving Credit Facility at specified rates based on its debt ~~rating, ranging from 7 basis points to 15 basis points, annually, of the total commitment (10 basis points as of June 30, 2023).~~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,~~December 31, 2023.

Commercial Paper Program

The Company has a commercial paper program whereby it may from time to time issue short-term promissory notes in an aggregate amount of up to $2.4 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. The commercial paper program does not increase the Company’s borrowing capacity as it is fully backed by the Company’s Multi-Currency Revolving Credit Facility. There were no borrowings outstanding under the commercial paper program as of ~~June 30,~~December 31, 2023.

Receivables Securitization Facility

The Company has a $1,450 million receivables securitization facility ("Receivables Securitization Facility"), which is scheduled to expire in October 2025. 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. Interest rates are based on prevailing market rates for short-term commercial paper or 30-day Term SOFR, plus a program fee. The Company pays a customary unused fee at prevailing market rates, annually, 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,~~December 31, 2023.

Revolving Credit Note, Overdraft Facility, and Money Market Facility

The Company has an uncommitted, unsecured line of credit available to it pursuant to a revolving credit note ("Revolving Credit Note"). The Revolving Credit Note 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 $75 million. The Revolving Credit Note may be decreased or terminated by the bank or the Company at any time without prior notice. The Company also has a £10 million uncommitted U.K. overdraft facility ("Overdraft Facility"), which expires in February 2024, to fund short-term normal trading cycle fluctuations related to its MWI Animal Health business. The Company has an uncommitted, unsecured line of credit available to it pursuant to a money market credit agreement ("Money Market Facility"). The Money Market 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 $100 million. The Money Market Facility may be decreased or terminated by the bank or the Company at any time without prior notice.

~~Senior Notes~~

~~In March 2023, the remaining balance of $675 million on the original $1.5 billion of 0.737% senior notes matured and was repaid.~~

Alliance Healthcare Debt

Alliance Healthcare debt is comprised of uncommitted revolving credit facilities in various currencies with various rates. A vast majority of the outstanding borrowings as of December 31, 2023 were held in ~~Egypt (which is 50% owned) as of June 30, 2023.~~Turkey. These facilities are used to fund its working capital needs.

Nonrecourse Debt

Nonrecourse debt is comprised of short-term and long-term debt belonging to the Brazil subsidiary and is repaid solely from the Brazil subsidiary's 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 subsidiary.

Note 7. Stockholders’ Equity and Earnings per Share

In ~~May 2022,~~March 2023, the Company's ~~board~~Board of ~~directors~~Directors authorized a share repurchase program allowing the Company to purchase up to $1.0 billion of its outstanding shares of common stock, subject to market conditions. InDuring the ~~nine~~three months ended ~~June 30,~~December 31, 2023, the Company purchased ~~5.6~~2.0 million shares of its common stock for a total of ~~$878.8~~$385.5 million, including ~~5.0~~1.3 million shares from Walgreens Boots Alliance, Inc. ("WBA") for ~~$800.0~~$250.0 million. ~~These purchases excluded $28.4 million of purchases in September 2022 that cash settled in October 2022.~~ As of ~~June 30,~~December 31, 2023, the Company had ~~$82.5~~$423.5 million of availability ~~remaining~~ under this program.

In March 2023, the Company's board of directors authorized a new share repurchase program allowing the Company to purchase up to $1.0 billion of its outstanding shares of common stock, subject to market conditions. No shares were purchased under this program as of June 30, 2023.

Basic earnings per share is computed by dividing net income attributable to ~~AmerisourceBergen Corporation~~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 ~~AmerisourceBergen Corporation~~Cencora, Inc. by the weighted average number of shares of common stock outstanding, plus the dilutive effect of ~~stock options and~~ 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,
			Three months ended December 31,
			Three months ended December 31,
			Three months ended December 31,
(in thousands)	(in thousands)	2023	2022	2023	2022	(in thousands)	2023	2022
Weighted average common shares outstanding - basic	Weighted average common shares outstanding - basic	202,349	208,885	202,908	208,895
Dilutive effect of stock options and restricted stock units		2,026	2,853	2,087	2,738
Dilutive effect of restricted stock units and stock options
Weighted average common shares outstanding - diluted	Weighted average common shares outstanding - diluted	204,375	211,738	204,995	211,633

~~There were no~~The potentially dilutive ~~stock options and~~ restricted stock units ~~that were antidilutive for three months ended June 30, 2023~~ and ~~2022. The potentially dilutive~~ stock options ~~and restricted stock units~~ that were antidilutive for the ~~nine~~three months ended ~~June 30,~~December 31, 2023 and 2022 were ~~125~~320 thousand and ~~134~~370 thousand, respectively.

Note 8. Related Party Transactions

WBA owns more than 10% of the Company’s outstanding common stock and is, therefore, considered a related party. The Company operates under various agreements and arrangements with WBA, including a pharmaceutical distribution agreement pursuant to which the Company distributes pharmaceutical products to WBA and an agreement that provides the Company the ability to access favorable economic pricing and generic products through a generic purchasing services arrangement with Walgreens Boots Alliance Development GmbH (both through 2029), as well as a distribution agreement

pursuant to which it ~~supplies~~will supply branded and generic pharmaceutical products to WBA’s Boots UK Ltd. subsidiary (through 2031).

Revenue from the various agreements and arrangements with WBA was ~~$17.4~~$18.1 billion and ~~$50.4~~$16.2 billion in the three ~~and nine~~ months ended ~~June 30,~~December 31, 2023 ~~respectively. Revenue from the various agreements~~ and ~~arrangements with WBA was $16.2 billion and $47.8 billion in the three and nine months ended June 30,~~ 2022, respectively. The Company’s receivable from WBA, net of incentives, was ~~$7.4~~$7.5 billion and ~~$7.0~~$8.1 billion as of ~~June 30,~~December 31, 2023 and September 30, ~~2022,~~2023, respectively.

Note 9. Restructuring and Other Expenses

The following illustrates the expenses incurred by the Company for ~~restructuring~~Restructuring and ~~other items~~Other Expenses for the periods indicated:


		Three months ended June 30,				Nine months ended June 30,
				Three months ended December 31,
				Three months ended December 31,
				Three months ended December 31,
(in thousands)	(in thousands)	2023		2022		2023		2022		(in thousands)	2023	2022
Restructuring and employee severance costs	Restructuring and employee severance costs	$	38,209	$	4,475	$	85,060	$	19,696
Business transformation efforts	Business transformation efforts	23,384		3,190		52,007		11,468
Other expenses		2,331		193		40,541		193
Other, net
Total restructuring and other expenses	Total restructuring and other expenses	$	63,924	$	7,858	$	177,608	$	31,357

Restructuring and employee severance costs in the three ~~and nine~~ months ended ~~June 30,~~December 31, 2023 primarily included expenses incurred related to facility closures in connection with the Company's office optimization plan and workforce reductions in both of ~~the Company's~~its reportable segments.

Business transformation efforts in the three ~~and nine~~ months ended ~~June 30,~~December 31, 2023 and 2022 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 related to services provided by third-party consultants.

Business transformation efforts in the three and nine months ended June 30, 2022 primarily related to costs associated with reorganizing the Company to further align the organization to its customers' needs, including certain technology initiatives. The majority of these costs related to services provided by third-party consultants.

In March 2023, one of the Company’s foreign business units experienced a cybersecurity event that impacted a standalone legacy information technology platform in one country and the foreign business unit's ability to operate in that country for approximately two weeks. In connection with this isolated event, the Company incurred costs to restore the foreign business unit's operations in that country, which was recorded in Other expenses in the above table. The majority of Other expenses in the three and nine months ended June 30, 2023 related to the cybersecurity event.

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, product liability, intellectual property, regulatory, employment discrimination, 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 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~~’sCompany’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), pharmaceutical manufacturers, retail pharmacy chains, medical practices, and physicians relating to the distribution of prescription opioid pain medications.

~~An initial group of~~Starting in December 2017, more than 2,000 cases ~~was consolidated for~~were transferred to Multidistrict Litigation ("MDL") proceedings before the United States District Court for the Northern District of Ohio (the ~~"Court"~~"MDL Court") in December 2017. In April 2018, the Court issued an order creating a litigation track, which included dispositive motion practice, discovery, and trials in certain bellwether jurisdictions. In November 2019 and January 2020, the Court filed Suggestions of Remand with the Judicial Panel on Multidistrict Litigation that identified four. Since then, several cases filed ~~against the Company for potential transfer from~~by government and tribal plaintiffs that were selected as bellwether cases in the MDL ~~back to federal courts~~have been resolved through trial or

settlement. Following trial in ~~California, Oklahoma, and West Virginia for the completion of discovery, motion practice, and trial. All four cases were remanded to those federal district courts. Trial in the~~ two consolidated cases in West Virginia ~~commenced in May 2021 and concluded in July 2021. On July 4, 2022,~~federal court, the court entered judgment in favor of the defendants, including the Company. The plaintiffs filed an appeal of the court’s decision on August 2, 2022, which remains pending. The ~~Oklahoma case,~~MDL Court recently selected four cases filed by third-party payors to serve as additional litigation bellwethers. Those four cases will now commence discovery in ~~which~~ the ~~plaintiff was the Cherokee Nation, was resolved through a settlement with the Cherokee Nation, as announced on September 28, 2021. The California case, in which the plaintiff was the City~~MDL and ~~County of San Francisco, was resolved pursuant~~later will be remanded to ~~the comprehensive settlement described below (the "Distributor Settlement Agreement"), and all claims against the Company have been dismissed in both cases.~~their original jurisdictions for trial.

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~~September 30, 2023, it included 48 of 49 eligible states (the "Settling States"), as well as 99% by population of the eligible political subdivisions in the Settling States. Pursuant to the Distributor Settlement Agreement and related agreements with Settling States, the Company will pay up to approximately $6.4 billion over 18 years and comply with other requirements, including establishment of a clearinghouse that will consolidate data from all three national distributors. The exact payment amount will depend on several factors, including the extent to which states take action to foreclose opioid lawsuits by subdivisions (e.g., laws barring opioid lawsuits by subdivisions). West Virginia and its subdivisions and Native American tribes are not a part of the Distributor Settlement Agreement, and the Company has reached separate agreements with ~~these~~those groups.

The State of Alabama did not participate in the Distributor Settlement Agreement and has a case pending against the Company (and another national distributor) in Alabama state court, which was scheduled to begin trial on February 26, 2024. On ~~July 25, 2022,~~November 29, 2023, the Company and another national distributor reached an agreement in principle with the State of Alabama ~~amended~~and all its ~~complaint~~participating subdivisions to resolve opioid-related claims. Pursuant to the agreement in principle, the two distributors will pay approximately $245 million, including attorneys’ fees and costs, to the State of Alabama and its participating subdivisions. The Company’s 50% share of the $245 million settlement amount is a ~~pending state court action against another distributor~~component of its overall $5.4 billion total liability accrual. The agreement in ~~order~~principle is subject to ~~add~~certain contingencies, including subdivision participation. Subject to those contingencies, claims brought by Alabama and its participating subdivisions will be dismissed with prejudice as to the Company ~~as a party.~~and the other distributor defendant. The ~~trial~~Court has temporarily suspended all deadlines in the ~~Alabama state court is scheduled to begin~~case from January 1, 2024 through February ~~26, 2024.~~27, 2024, including the trial.

The Company’s accrued litigation liability related to the Distributor Settlement Agreement, ~~including an estimate for~~ the State of Alabama, and non-participating government subdivisions (with whom the Company has not reached a settlement agreement), as well as other opioid-related litigation for which it has reached settlement agreements, as described above, was ~~$5.9~~$5.4 billion as of ~~June 30,~~December 31, 2023 and ~~$6.0~~$5.5 billion as of September 30, ~~2022.~~2023. The Company currently estimates that ~~$427.3~~$645.2 million will be paid prior to ~~June 30,~~December 31, 2024, which is recorded in Accrued Expenses and Other on the Company’s Consolidated Balance Sheet. This short-term liability includes the Company’s commitment, which it made in December 2023, to prepay the net present value of a future obligation as permitted under its settlement agreements. This commitment, which was paid in January 2024, resulted in a $0.1 billion reduction of its accrued litigation liability. The remaining long-term liability of ~~$5.5~~$4.7 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~~’sCompany’s operations.

~~Other~~Additional lawsuits regarding the distribution of prescription opioid pain medications are ongoing in cases filed ~~by:~~by a ~~small number~~variety of non-participating government subdivisions, third-party payors and similar entities; hospitals; hospital groups; and individuals, including cases styled as putative class actions. These lawsuits, which have been and continue to be filed in federal and state courts, generally allege violationstypes of ~~controlled substance laws and various other statutes as well as common law~~

~~claims, including negligence, public nuisance, and unjust enrichment, and seek equitable relief and monetary damages. Motion practice and active discovery are ongoing in many of these cases.~~plaintiffs. In Alabama, a jury trial ~~was~~is scheduled to begin on July ~~24, 2023~~8, 2024 in a case that involves up to eight plaintiff hospitals. ~~That~~In Maryland, a trial is scheduled for September 16, 2024 in a case ~~was stayed~~filed by ~~order~~the Mayor and City Council of the Alabama Supreme Court on July 10, 2023, pending further order of that court, so there currently is no trial date. The Company, as well as additional pharmaceutical distributors and manufacturers, will be defendants in the trial.Baltimore. Additional litigation is anticipated in cases filed by subdivisions that are not participating in the Distributor Settlement Agreement,, as well as in cases filed by non-governmental or non-political entities, including hospitals, third-party payors, and individuals, among others. ~~Certain cases related to opioids filed in various state and federal courts have trial dates scheduled in 2024 and later, although all such dates are subject to change.~~ 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~~’sAttorney’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~~’sCompany’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 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 ~~June 28,~~November 6, 2023, the ~~Department~~United States District Court for the Eastern District of ~~Justice~~Pennsylvania 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 ~~a response in opposition~~an Answer and Affirmative Defenses to the ~~Company's motion to dismiss. The Company filed its reply brief in support of~~Complaint.On January 23, 2024, the ~~motion to dismiss on July 28, 2023.~~ Court entered a Scheduling Order setting the fact discovery deadline as January 9, 2026 and the expert discovery deadline as September 18, 2026. The Company denies the allegations in the Complaint and intends to defend itself vigorously in the litigation.

Shareholder Securities Litigation

On October 11, 2019, Teamsters Local 443 Health Services & Insurance Plan, St. Paul Electrical Construction Pension Plan, St. Paul Electrical Construction Workers Supplemental Pension Plan (2014 Restatement), Retirement Medical Funding Plan for the St. Paul Electrical Workers, and San Antonio Fire & Police Pension Fund filed a complaint for a purported derivative action in the Delaware Court of Chancery against the Company and certain of its current and former officers and directors (collectively, “~~Defendants”~~“Defendants”). The complaint alleges that the Defendants breached their fiduciary duties by failing to oversee the compliance by certain of the ~~Company~~’sCompany’s subsidiaries (including the ~~Company~~’sCompany’s former subsidiary Medical Initiatives, Inc. ("MII")) with federal regulations, allegedly resulting in the payment of fines and penalties in connection with the settlements with the USAO-EDNY in fiscal 2017 and 2018 that resolved claims arising from MII's pre-filled syringe program. In December 2019, Defendants filed a motion to dismiss the complaint. After briefing and oral argument, on August 24, 2020 the Delaware Court of Chancery denied Defendants' motion to dismiss. On September 24, 2020, the Company's Board of Directors ~~of the Company~~ established a Special Litigation Committee to conduct an investigation concerning the plaintiffs’ allegations, and on November 10, 2020, the Delaware Court of Chancery granted the Special Litigation Committee’s motion to stay the litigation pending its investigation. On September 22, 2021, the Special Litigation Committee filed its report under seal and moved to dismiss the case. The Delaware Court of Chancery ~~heard oral arguments on~~granted the Special Litigation ~~Committee’s~~Committee's motion to dismiss on ~~July 12,~~November 17, 2023, and ~~took~~entered an Order and Final Judgement on December 8, 2023. On January 5, 2024, the plaintiffs filed a notice of appeal to the Delaware Supreme Court from the Delaware Court of Chancery's November 17, 2023 decision granting the motion ~~under advisement.~~to dismiss and December 8, 2023 Order and Final Judgement.

On December 30, 2021, 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 alleges 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 Chancery ~~Court~~’sCourt’s judgment. On January 20, 2023, the Plaintiffs also appealed the ruling to the Delaware Supreme Court. ~~The appeal to the Delaware Supreme Court is fully briefed and scheduled for oral argument on September 20, 2023.~~ On March 21, 2023 the Delaware Court of Chancery denied the Plaintiffs' Motion for Relief from Judgement 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 ("SLC") and delegated to the SLC the Board's full authority with respect to the litigation.

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~~’sCompany’s business or to the business of a customer, supplier, or other industry participant. The ~~Company~~’sCompany’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. In December 2019, the government filed a notice that it was declining to intervene. The 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 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.

In December 2019, Reliable Pharmacy, together with other retail pharmacies and North Sunflower Medical Center, filed a civil antitrust complaint against multiple generic drug manufacturers, and also included claims against ABDC and H.D. Smith, and other drug distributors and industry participants. The case is filed as a putative class action and plaintiffs purport to represent a class of drug purchasers including other retail pharmacies and healthcare providers. The case has been consolidated for multidistrict litigation proceedings before the United States District Court for the Eastern District of Pennsylvania. The complaint alleges that ABDC, H.D. Smith, and others in the industry participated in a conspiracy to fix prices, allocate markets and rig bids regarding generic drugs. In March 2020, the plaintiffs filed a further amended complaint. On July 15, 2020, the defendants filed a motion to dismiss the complaint. On May 25, 2022, the Court granted the motion to dismiss without prejudice. On July 1, 2022, the plaintiffs filed an amended complaint, again including claims against ABDC, H.D. Smith, and other drug distributors and industry participants. On August 21, 2022, the Company and other industry participants filed a motion to dismiss the amended complaint. All briefs on the motion were filed with the court on November 22, 2022.

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., the Company’s animal health subsidiary, in connection with grand jury subpoenas relating to compliance with state and federal regulatory requirements governing wholesale shipments of animal health products to customers. The Company is cooperating with the investigation.

Note 11. ~~Litigation Settlements~~

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 ishas not ~~typically~~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 ~~have~~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 ~~$118.6~~$48.2 million and ~~$168.5~~$49.9 million in the three ~~and nine~~ months ended ~~June 30,~~December 31, 2023 and ~~$1.8 million in nine months ended June 30, 2022.~~2022, respectively. These gains, which are net of attorney 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,~~December 31, 2023 and September 30, ~~2022~~2023 approximate fair value based upon the relatively short-term nature of these financial instruments. Within Cash and Cash Equivalents, the Company had no$1,386.0 million investments in money market accounts as of ~~June 30,~~December 31, 2023 and had ~~$1,602.0~~$1,489.0 million of investments in money market accounts as of September 30, ~~2022.~~2023. 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 6) and the corresponding fair value as of ~~June 30,~~December 31, 2023 were ~~$4,159.9~~$4,185.9 million and ~~$3,729.1~~$3,856.5 million, respectively. The recorded amount of long-term debt and the corresponding fair value as of September 30, ~~2022~~2023 were ~~$4,632.4~~$4,146.1 million and ~~$4,130.3~~$3,572.6 million, respectively. The fair value of long-term debt was determined based upon inputs other than quoted prices, otherwise known as Level 2 inputs.

1718

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.

~~Effective October 1, 2022, the chief operating decision maker ("CODM") of the Company is the Executive Vice President and Chief Operating Officer.~~

The following illustrates reportable and operating segment disaggregated revenue as required by Accounting Standards Codification 606, "Revenue from Contracts with Customer," for the periods indicated:


		Three months ended June 30,				Nine months ended June 30,
				Three months ended December 31,
				Three months ended December 31,
				Three months ended December 31,
(in thousands)	(in thousands)	2023		2022		2023		2022		(in thousands)	2023	2022
U.S. Healthcare Solutions:	U.S. Healthcare Solutions:
Human Health
Human Health
Human Health	Human Health	$	58,583,385	$	52,168,130	$	169,113,962	$	153,721,040
Animal Health	Animal Health	1,316,814		1,221,215		3,716,272		3,590,715
Total U.S. Healthcare Solutions	Total U.S. Healthcare Solutions	59,900,199		53,389,345		172,830,234		157,311,755
International Healthcare Solutions:	International Healthcare Solutions:
Alliance Healthcare	Alliance Healthcare	5,698,635		5,492,656		16,720,262		16,658,799
Alliance Healthcare
Alliance Healthcare
Other Healthcare Solutions	Other Healthcare Solutions	1,349,142		1,184,070		3,703,728		3,445,400
Total International Healthcare Solutions	Total International Healthcare Solutions	7,047,777		6,676,726		20,423,990		20,104,199
Intersegment eliminations	Intersegment eliminations	(933)		(1,470)		(3,144)		(3,097)
Revenue	Revenue	$	66,947,043	$	60,064,601	$	193,251,080	$	177,412,857

The following illustrates reportable segment operating income information for the periods indicated:


		Three months ended June 30,				Nine months ended June 30,
				Three months ended December 31,
				Three months ended December 31,
				Three months ended December 31,
(in thousands)	(in thousands)	2023		2022		2023		2022		(in thousands)	2023	2022
U.S. Healthcare Solutions	U.S. Healthcare Solutions	$	635,176	$	579,927	$	1,963,729	$	1,878,556
International Healthcare Solutions	International Healthcare Solutions	187,132		176,272		524,405		543,400

Total segment operating income	Total segment operating income	$	822,308	$	756,199	$	2,488,134	$	2,421,956
Total segment operating income
Total segment operating income

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) 2023 2022 2023 2022
Total segment operating income $ 822,308 $ 756,199 $ 2,488,134 $ 2,421,956
Gains from antitrust litigation settlements 118,611 — 168,510 1,835
LIFO (expense) credit (34,952) (23,070) (114,272) 37,668
Turkey highly inflationary impact (50,580) (27,618) (59,019) (27,618)
Acquisition-related intangibles amortization (169,154) (74,408) (381,146) (231,866)
Litigation and opioid-related credit (expenses) 67,102 (23,442) 38,583 (108,167)
Acquisition-related deal and integration expenses (19,283) (36,570) (99,392) (69,710)
Restructuring and other expenses (63,924) (7,858) (177,608) (31,357)
Impairment of assets — — — (4,946)
Goodwill impairment — (75,936) — (75,936)
Operating income 670,128 487,297 1,863,790 1,911,859
Other loss (income), net 3,436 (41,888) (18,612) (48,008)
Interest expense, net 57,864 52,862 167,989 159,150
Income before income taxes $ 608,828 $ 476,323 $ 1,714,413 $ 1,800,717


	Three months ended December 31,
(in thousands)		2023		2022
Total segment operating income		$	885,719	$	733,698
Gains from antitrust litigation settlements		48,248		49,899
LIFO credit (expense)		48,445		(25,050)
Turkey highly inflationary impact		(17,226)		(3,584)
Acquisition-related intangibles amortization		(165,724)		(71,878)
Litigation and opioid-related credit (expenses)		78,917		(12,706)
Acquisition-related deal and integration expenses		(21,063)		(20,996)
Restructuring and other expenses		(34,441)		(16,240)


Operating income		822,875		633,143
Other income, net		(1,087)		(6,328)
Interest expense, net		40,564		46,016


Income before income taxes		$	783,398	$	593,455

Segment operating income is evaluated by the ~~CODM~~Chief Operating Decision Maker of the Company before gains from antitrust litigation settlements; LIFO credit (expense) ~~credit;~~; Turkey highly inflationary impact; acquisition-related intangibles amortization; litigation and opioid-related credit (expenses); acquisition-related deal and integration expenses; and restructuring and other ~~expenses; impairment of assets; and goodwill impairment.~~expenses. All corporate office expenses are allocated to the operating segment level.

Litigation and opioid-related credit in the three ~~and nine~~ months ended ~~June 30,~~December 31, 2023 includes ~~the receipt of $83.4~~a net $92.2 million ~~from the H.D. Smith~~ opioid litigation ~~indemnity escrow.~~

~~The Company recognized gains of $60.0 million from the sale of non-core businesses in the three and nine months ended June 30, 2022 in Other Loss (Income), Net.~~

~~CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS~~

~~This Quarterly Report on Form 10-Q contains statements that are forward-looking and as such are not historical facts.~~This includes, without limitation, statements regarding the financial position, business strategy and the plans and objectives of management for our future operations; anticipated trends and prospects in the industries in which our business operates; and new products, services and related strategies.~~These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance.Such statements can be identified by the fact that they do not relate strictly to historical or current facts.~~When used in this Quarterly Report on Form 10-Q, words such as “aim,” “anticipate,” “believe,” “can,” “continue,” “could,”, “estimate,” "expect," “intend,” “may,” “might,” “on track,” “opportunity,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “strive,” “sustain,” “synergy,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances and speak only as of the date hereof. These statements are not guarantees of future performance and are based on assumptions and estimates that could prove incorrect or could cause actual results to vary materially from those indicated.

~~Forward-looking statements in this Quarterly Report on Form 10-Q may include, for example, statements about the following:~~

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

•~~our ability to achieve and maintain profitability in the future;~~

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

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

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

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

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

•~~increasing governmental regulations regarding the pharmaceutical supply channel;~~

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

•~~failure to comply with the Corporate Integrity Agreement;~~

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

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

•~~changes to customer or supplier payment terms, including~~settlement accrual reduction primarily as a result of the ~~COVID-19 impact on such payment terms;~~

•~~unexpected costs, charges or expenses resulting from~~Company's commitment, which it made in December 2023, to prepay the ~~acquisitions of PharmaLex and OneOncology;~~

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

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

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

•the acquisition of businesses, including the acquisitions of the Alliance Healthcare, PharmaLex, and OneOncology businesses and related strategic transactions, that do not perform as expected, or that are difficult to integrate or control, or the inability to capture all of the anticipated synergies related thereto or to capture the anticipated synergies within the expected time period;

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

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

•~~our ability to respond to financial market volatility and disruption;~~

•~~the loss, bankruptcy or insolvency~~net present value of a ~~major supplier, or substantial defaults in payment, material reduction in purchases by or the loss, bankruptcy or insolvency of a major customer, including~~future obligation as ~~a result of COVID-19;~~

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

•~~changes to the customer or supplier mix;~~

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

•~~risks generally associated with data privacy regulation and the protection and international transfer of personal data;~~

•~~regulatory and legal implications relating to the March 2023 cybersecurity event sustained by one of the Company's foreign business units in one country;~~

•~~financial and other impacts of macroeconomic and geopolitical trends and events, including the situation in Russia and Ukraine and~~permitted under its ~~regional and global ramifications;~~

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

•~~the impairment of goodwill or other intangible assets (including any additional impairments with respect to foreign operations), resulting in a charge to earnings;~~

•~~the Company's ability to manage and complete divestitures;~~

•~~the disruption of the Company’s cash flow and ability to return value to its stockholders in accordance with its past practices;~~

•~~interest rate and foreign currency exchange rate fluctuations;~~

•~~declining economic conditions and increases in inflation in the United States and abroad; and~~

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

2120

Table of Contents

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~Overview~~

The following discussion should be read in conjunction with the Consolidated Financial Statements and notes thereto contained herein and in conjunction with the financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022.

We are one of the largest global pharmaceutical sourcing and distribution services companies, helping both healthcare providers and pharmaceutical and biotech manufacturers improve patient access to products and enhance patient care. We deliver innovative programs and services designed to increase the effectiveness and efficiency of the pharmaceutical supply chain in both human and animal health.

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

~~U.S. Healthcare Solutions Segment~~

The U.S. Healthcare Solutions reportable segment distributes a comprehensive offering of brand-name, specialty brand-name and generic pharmaceuticals, over-the-counter healthcare products, home healthcare supplies and equipment, and related services to a wide variety of healthcare providers, including acute care hospitals and health systems, independent and chain retail pharmacies, mail order pharmacies, medical clinics, long-term care and alternate site pharmacies, and other customers. 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 oncology, and to other healthcare providers, including hospitals and dialysis clinics. Additionally, the U.S. Healthcare Solutions reportable segment provides data analytics, outcomes research, and additional services for biotechnology and pharmaceutical manufacturers. 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 institutional healthcare providers. It also provides a full suite of integrated manufacturer services that ranges from clinical trial support to product post-approval and commercialization support. Additionally, it delivers packaging solutions to institutional and retail healthcare providers. Through its animal health business, the U.S. Healthcare Solutions reportable segment sells pharmaceuticals, vaccines, parasiticides, diagnostics, micro feed ingredients, and various other products to customers in both the companion animal and production animal markets. It also offers demand-creating sales force services to manufacturers.

~~International Healthcare Solutions Segment~~

The International Healthcare Solutions reportable segment consists of businesses that focus on international pharmaceutical wholesale and related service operations and global commercialization services. The International Healthcare Solutions reportable segment distributes pharmaceuticals, other healthcare products, and related services to healthcare providers, including pharmacies, doctors, health centers and hospitals primarily in Europe. It is a leading global specialty transportation and logistics provider for the biopharmaceutical industry. It is also a leading provider of specialized services, including regulatory affairs, development consulting and scientific affairs, pharmacovigilance, and quality management and compliance, for the life sciences industry. In Canada, the business drives innovative partnerships with manufacturers, providers, and pharmacies to improve product access and efficiency throughout the healthcare supply chain.

~~Table of Contents~~

~~Recent Developments~~

~~OneOncology Equity Method Investment~~

In June 2023, we and TPG, a global alternative asset management firm, acquired OneOncology, LLC ("OneOncology"), a network of leading oncology practices. Including all direct transaction costs, we invested $718.4 million (representing 34.9%) in a joint venture formed to acquire OneOncology for $2.1 billion, and TPG acquired the majority interest in the joint venture. We account for our minority interest in the joint venture as an equity method investment, which is included in Other Assets on our Consolidated Balance Sheet.

Executive Summary

This executive summary provides highlights from the results of operations that follow:

•Revenue increased by ~~$6.9~~$9.4 billion, or ~~11.5%~~15.0%, from the prior year quarter ~~and $15.8 billion, or 8.9%, from the prior year nine-month period~~ primarily due to growth in our U.S. Healthcare Solutions segment. The U.S. Healthcare Solutions segment grew its revenue by ~~$6.5~~$8.9 billion, or ~~12.2%, from the prior quarter and $15.5 billion, or 9.9%~~15.9%, from the prior year ~~nine-month period~~quarter due to overall market growth primarily driven by unit volume growth, including increased sales of products labeled for diabetes and/or weight loss in the glucagon-like peptide-1, or "GLP-1," class, ~~and~~ increased sales of specialty products to physician practices and health systems, ~~offset in part by a decrease in~~and increased sales of COVID-19 ~~treatments (primarily commercial treatments).~~vaccines. Revenue in International Healthcare ~~Solutions'~~Solutions increased by ~~$371.1~~$458.9 million, or ~~5.6%~~6.9%, from the prior ~~year~~ quarter ~~and $319.8 million, or 1.6%, from the prior year nine-month period. The increases from the prior year quarter and nine-month period were~~ primarily due to increased ~~revenue from~~sales in our ~~less-than-wholly-owned Brazil full-line~~European distribution business, increased sales in our Canadian business, incremental revenue from our January 2023 acquisition of PharmaLex, and increased sales at our ~~Canadian business, and increased sales at Alliance Healthcare, our European~~less-than-wholly-owned Brazil full-line distribution ~~business, and was offset in part due to the June 2022 divestiture of our Brazil specialty~~ business. Our European distribution business' revenue in the current year ~~nine-month period~~quarter was negatively impacted by unfavorable foreign currency ~~exchange~~ rates ~~primarily during the first six months of fiscal 2023,~~ in comparison to the prior year ~~period;~~quarter;

•Gross profit increased by ~~$249.3~~$322.9 million, or ~~12.4%~~15.0%, from the prior year quarter ~~and $395.2 million, or 6.3%, from the prior year nine-month period. Gross profit in the current year periods was favorably impacted by~~primarily due to increases in gross profit in both reportable segments and ~~gains from antitrust litigation settlements. The increase~~a last-in, first-out ("LIFO") credit in the current year ~~nine-month period was offset in part by last-in, first-out ("LIFO") expense in the current year period~~quarter in comparison to a LIFO ~~credit~~expense in the prior year ~~period.~~quarter. U.S. Healthcare Solutions gross profit increased by ~~$82.3~~$185.8 million, or ~~6.2%~~13.4%, from the prior year quarter ~~and $279.2 million, or 6.9%, from the prior year nine-month period primarily~~ due to increased sales. Gross profit in International Healthcare Solutions increased by ~~$83.2~~$78.9 million, or ~~11.3%~~10.7%, from the prior year quarter ~~and $132.7 million, or 5.9%, from the prior year nine-month period primarily~~ due to the January 2023 acquisition of PharmaLex and increases in our global specialty logistics business, our less-than-wholly-owned Brazil full-line distribution business, ~~and~~ our European distribution business, ~~offset in part by the June 2022 divestiture of~~and our Brazil specialty business. Our European distribution business' gross profit in the current year nine-month period was negatively impacted by unfavorable foreign currency exchange rates, primarily during the first six months of fiscal 2023, in comparison to the prior year period;Canadian business;

•Total operating expenses increased by ~~$66.4~~$133.1 million, or ~~4.3%, compared to the prior year quarter and $443.3 million, or 10.1%~~8.8%, from the prior year ~~nine-month period~~quarter primarily as a result of an increases in distribution, selling, and administrative ~~expenses, restructuring and other~~ expenses and amortization expense, offset in part by a litigation and opioid-related credit in the current year ~~periods~~quarter in comparison to an expense in the prior year ~~periods and a $75.9 million goodwill impairment recorded in the prior year periods;~~quarter;

•Total segment operating income increased by ~~$66.1~~$152.0 million, or ~~8.7%~~20.7%, from the prior year ~~quarter and increased $66.2 million, or 2.7%, from the prior year nine-month period.~~quarter. Operating income increased ~~in both reportable~~

~~Table of Contents~~

~~segments~~by $125.7 million in the ~~current year quarter. The increase in~~ U.S. Healthcare Solutions segment ~~in the current year nine-month period was offset in part~~and by ~~a decrease in operating income~~$26.3 million in the International Healthcare Solutions ~~segment resulting from unfavorable foreign currency exchange rates, primarily during the first six months of fiscal 2023, in comparison to the prior year period;~~segment; and

•Our effective tax rates were ~~21.3%~~23.0% and ~~19.3%~~19.8% for the three ~~and nine~~ months ended ~~June 30,~~December 31, 2023 ~~respectively. Our effective tax rates were 23.7%~~ and ~~24.0% for the three and nine months ended June 30,~~ 2022, respectively. The effective tax rate for the three months ended ~~June 30,~~December 31, 2023 was higher than the U.S. statutory rate primarily due to U.S. state income taxes and a discrete tax expense, offset in part by the benefit of non-U.S. income taxed at rates lower than the U.S. statutory ~~rate.~~rate, as well as tax benefits associated with the vesting of restricted stock units and stock option exercises. The effective tax rate for the ~~nine~~three months ended ~~June 30, 2023~~December 31, 2022 was lower than the U.S. statutory rate primarily due to the benefit of non-U.S. income taxed at rates lower than the U.S. statutory rate, ~~benefits from tax authority audit resolutions, and~~as well as tax benefits associated with the vesting of restricted stock units and stock option exercises, offset in part by U.S. state income taxes.

2421

Table of Contents

Results of Operations

Revenue


		Three months ended June 30,					Nine months ended June 30,
						Three months ended December 31,
						Three months ended December 31,
						Three months ended December 31,
(dollars in thousands)
(dollars in thousands)
(dollars in thousands)	(dollars in thousands)	2023		2022		Change	2023		2022		Change		2023						2022						Change
U.S. Healthcare Solutions:	U.S. Healthcare Solutions:
Human Health
Human Health
Human Health	Human Health	$	58,583,385	$	52,168,130	12.3%	$	169,113,962	$	153,721,040	10.0%		$	63,898,165			$		$	55,076,613			16.0%			16.0%
Animal Health	Animal Health	1,316,814		1,221,215		7.8%	3,716,272		3,590,715		3.5%	Animal Health			1,285,637			1,159,966				1,159,966		10.8%			10.8%
Total U.S. Healthcare Solutions	Total U.S. Healthcare Solutions	59,900,199		53,389,345		12.2%	172,830,234		157,311,755		9.9%	Total U.S. Healthcare Solutions			65,183,802			56,236,579				56,236,579		15.9%			15.9%
International Healthcare Solutions:	International Healthcare Solutions:
Alliance Healthcare	Alliance Healthcare	5,698,635		5,492,656		3.8%	16,720,262		16,658,799		0.4%
Alliance Healthcare
Alliance Healthcare															5,725,564						5,460,691					4.9%
Other Healthcare Solutions	Other Healthcare Solutions	1,349,142		1,184,070		13.9%	3,703,728		3,445,400		7.5%	Other Healthcare Solutions			1,344,663			1,150,587				1,150,587		16.9%			16.9%
Total International Healthcare Solutions	Total International Healthcare Solutions	7,047,777		6,676,726		5.6%	20,423,990		20,104,199		1.6%	Total International Healthcare Solutions			7,070,227			6,611,278				6,611,278		6.9%			6.9%
Intersegment eliminations	Intersegment eliminations	(933)		(1,470)			(3,144)		(3,097)
Revenue	Revenue	$	66,947,043	$	60,064,601	11.5%	$	193,251,080	$	177,412,857	8.9%
Revenue
Revenue															$	72,252,833					$	62,846,832				15.0%

Our future revenue growth will continue to be affected by various factors, such as industry growth trends, including drug utilization (e.g., products labeled for diabetes and/or weight loss in the GLP-1 class), the introduction of new, innovative brand therapies and vaccines, the likely increase in the number of generic drugs and biosimilars that will be available over the next few years as a result of the expiration of certain drug patents held by brand-name pharmaceutical manufacturers and the rate of conversion from brand products to those generic drugs and biosimilars, price inflation and price deflation, general economic conditions in the United States and Europe, currency exchange rates, competition within the industry, customer consolidation, changes in pharmaceutical manufacturer pricing and distribution policies and practices, increased downward pressure on government and other third-party reimbursement rates to our customers, and changes in government rules and ~~regulations, and the impact of the COVID-19 pandemic.~~regulations.

Revenue increased by ~~11.5% and 8.9%~~$9.4 billion, or 15.0%, from the prior year quarter ~~and nine-month period, respectively,~~ primarily due to growth in the U.S. Healthcare Solutions segment.

The U.S. Healthcare Solutions segment grew its revenue by ~~$6.5~~$8.9 billion, or ~~12.2%~~15.9%, from the prior year quarter ~~and $15.5 billion, or 9.9%, from the prior year nine-month period~~ due to overall market growth primarily driven by unit volume growth, including increased sales of $2.1 billion of products labeled for diabetes and/or weight loss in the GLP-1 class, ~~and~~ increased sales of specialty products to physician practices and health systems, ~~offset in part by a decrease in~~and increased sales of COVID-19 treatments (primarily commercial treatments). The total increases in U.S. Healthcare Solutions revenues included increases in sales of products labeled for diabetes and/or weight loss of $2.4 billion and $5.6 billion in the three and nine months ended June 30, 2023, respectively. COVID-19 treatment revenue declined by $0.1 billion and $0.8 billion in the three and nine months ended June 30, 2023 in comparison to the same prior year periods.vaccines. Sales, including GLP-1 products and COVID-19 ~~treatments,~~vaccines, to our two largest customers increased by ~~$2.1~~$3.2 billion ~~and $5.0 billion in the three and nine months ended June 30, 2023~~ in comparison to the ~~same~~ prior year ~~periods.~~period.

International Healthcare Solutions' revenue increased by ~~$371.1~~$458.9 million, or ~~5.6%~~6.9%, from the prior year quarter ~~and $319.8 million, or 1.6%, from the prior year nine-month period. The increases from the prior year quarter and nine-month period were~~ primarily due to increased ~~revenue from~~sales in our ~~less-than-wholly-owned Brazil full-line~~European distribution business, increased sales in our Canadian business, incremental revenue from our January 2023 acquisition of PharmaLex, and increased sales at our ~~Canadian business, and increased sales at Alliance Healthcare, our European~~less-than-wholly-owned Brazil full-line distribution ~~business, and was offset in part due to the June 2022 divestiture of our Brazil specialty~~ business. Our European distribution business' revenue in the current year ~~nine-month period~~quarter was negatively impacted by unfavorable foreign currency ~~exchange~~ rates ~~primarily during the first six months of fiscal 2023,~~ in comparison to the prior year ~~period.~~quarter.

A number of our contracts with customers, including group purchasing organizations, are typically subject to expiration each year. We may lose a significant customer if an existing contract with such customer expires without being extended, renewed, or replaced. During the ~~nine~~three months ended ~~June 30,~~December 31, 2023, no significant contracts expired. Over the next twelve months, there are no significant contracts scheduled to expire. Additionally, from time to time, significant contracts may be terminated in accordance with their terms or extended, renewed, or replaced prior to their expiration dates. If those contracts

~~Table of Contents~~

are extended, renewed, or replaced at less favorable terms, they may also negatively impact our revenue, results of operations, and cash flows.

Table of Contents

Gross Profit


		Three months ended June 30,					Nine months ended June 30,
						Three months ended December 31,
						Three months ended December 31,
						Three months ended December 31,
(dollars in thousands)
(dollars in thousands)
(dollars in thousands)	(dollars in thousands)	2023		2022		Change	2023		2022		Change		2023				2022					Change
U.S. Healthcare Solutions	U.S. Healthcare Solutions	$	1,410,822	$	1,328,511	6.2%	$	4,347,841	$	4,068,626	6.9%	U.S. Healthcare Solutions		$	1,571,950	$		$	1,386,148	13.4%				13.4%
International Healthcare Solutions	International Healthcare Solutions	820,745		737,546		11.3%	2,362,981		2,230,297		5.9%	International Healthcare Solutions		817,395		738,540			738,540		10.7%				10.7%
Gains from antitrust litigation settlements	Gains from antitrust litigation settlements	118,611		—			168,510		1,835
LIFO (expense) credit		(34,952)		(23,070)			(114,272)		37,668
LIFO credit (expense)
LIFO credit (expense)
LIFO credit (expense)
Turkey highly inflationary impact
Turkey highly inflationary impact
Turkey highly inflationary impact	Turkey highly inflationary impact	(50,580)		(27,618)			(59,019)		(27,618)
Gross profit	Gross profit	$	2,264,646	$	2,015,369	12.4%	$	6,706,041	$	6,310,808	6.3%
Gross profit
Gross profit														$	2,468,812			$	2,145,953				15.0%

Gross profit increased by ~~$249.3~~$322.9 million, or ~~12.4%~~15.0%, from the prior year quarter ~~and $395.2 million, or 6.3%, from the prior year nine-month period. Gross profit in the current year periods was favorably impacted by~~primarily due to increases in gross profit in both reportable segments and ~~gains from antitrust litigation settlements. The increase in the current year nine-month period was offset in part by LIFO expense in the current year period in comparison to~~ a LIFO credit in the current year quarter in comparison to LIFO expense in the prior year ~~period.~~quarter.

U.S. Healthcare Solutions gross profit increased by ~~$82.3~~$185.8 million, or ~~6.2%~~13.4%, from the prior year quarter ~~and $279.2 million, or 6.9%, from the prior year nine-month period~~ primarily due to increased sales. As a percentage of revenue, U.S. Healthcare Solutions' gross profit margin was ~~2.36% and 2.52%~~2.41% in the current year quarter and ~~nine-month period, respectively,~~represented a ~~13-basis~~5-basis point ~~decrease from prior year quarter and a 7-basis point decrease~~decline from the prior year ~~nine-month period~~quarter primarily due to higher sales of GLP-1 products, which have lower gross profit margins, ~~and lower~~offset in part by higher sales of COVID-19 ~~treatments,~~vaccines, which have higher gross profit margins.

Gross profit in International Healthcare Solutions increased by ~~$83.2~~$78.9 million, or ~~11.3%~~10.7%, from the prior year quarter ~~and $132.7 million, or 5.9%, from the prior year nine-month period primarily~~ due to the January 2023 acquisition of PharmaLex and increases in our global specialty logistics business, our less-than-wholly-owned Brazil full-line distribution business, ~~and~~ our European distribution business, ~~offset in part by the June 2022 divestiture of~~and our ~~Brazil specialty~~Canadian business. Our European distribution business' gross profit in the current year nine-month period was negatively impacted by unfavorable foreign currency exchange rates, primarily during the first six months of fiscal 2023, in comparison to the prior year period.

We recognized gains from antitrust litigation settlements with pharmaceutical manufacturers of ~~$118.6~~$48.2 million and ~~$168.5~~$49.9 million in the three ~~and nine~~ months ended ~~June 30,~~December 31, 2023 and 2022, respectively. ~~We recognized gains from antitrust litigation settlements with pharmaceutical manufacturers of $1.8 million in nine months ended June 30, 2022.~~ The gains were recorded as reductions to Cost of Goods Sold (see Note 11 of the Notes to Consolidated Financial Statements).

We recognized an expense in Cost of Goods Sold of $50.6 million and $59.0 million in the three and nine months ended June 30, 2023, respectively, related to the impact of Turkey highly inflationary accounting. We recognized an expense in Cost of Goods Sold of $27.6 million in the three and nine months ended June 30, 2022 related to the impact of Turkey highly inflationary accounting. These expenses were driven by the weakening of the Turkish Lira.

Our cost of goods sold for interim periods includes a LIFO provision that is recorded ratably on a quarterly basis and is based on our estimated annual LIFO provision. The annual LIFO provision, which we estimate on a quarterly basis, is affected by manufacturer pricing practices, which may be impacted by market and other external influences, expected changes in inventory quantities, and product mix, many of which are difficult to predict. Changes to any of the above factors may have a material impact on our annual LIFO provision. Based on estimates in our current fiscal year LIFO provision, the LIFO ~~expense~~credit in the current year ~~nine-month period~~quarter in comparison to the LIFO ~~credit~~expense in the prior year ~~nine-month period~~quarter was primarily driven by lower ~~generic pharmaceutical deflation, higher brand inventory product mix, and higher~~ brand pharmaceutical inflation.

~~Table~~We recognized an expense in Cost of ~~Contents~~

Goods Sold of $17.2 million and $3.6 million in the three months ended December 31, 2023 and 2022, respectively, related to the impact of Turkey highly inflationary accounting. These expenses were driven by the weakening of the Turkish Lira.

Operating Expenses


		Three months ended June 30,					Nine months ended June 30,
						Three months ended December 31,
						Three months ended December 31,
						Three months ended December 31,
(dollars in thousands)
(dollars in thousands)
(dollars in thousands)	(dollars in thousands)	2023		2022		Change	2023		2022		Change		2023				2022					Change
Distribution, selling, and administrative	Distribution, selling, and administrative	$	1,304,141	$	1,212,152	7.6%	$	3,916,156	$	3,585,500	9.2%	Distribution, selling, and administrative		$	1,398,747	$		$	1,290,928	8.4%				8.4%
Depreciation and amortization	Depreciation and amortization	274,272		172,114		59.4%	687,678		523,333		31.4%	Depreciation and amortization		270,603		171,940			171,940		57.4%				57.4%
Litigation and opioid-related (credit) expenses	Litigation and opioid-related (credit) expenses	(67,102)		23,442			(38,583)		108,167
Acquisition-related deal and integration expenses	Acquisition-related deal and integration expenses	19,283		36,570			99,392		69,710
Acquisition-related deal and integration expenses
Acquisition-related deal and integration expenses
Restructuring and other expenses	Restructuring and other expenses	63,924		7,858			177,608		31,357
Impairment of assets		—		—			—		4,946
Goodwill impairment		—		75,936			—		75,936
Restructuring and other expenses
Restructuring and other expenses

Total operating expenses	Total operating expenses	$	1,594,518	$	1,528,072	4.3%	$	4,842,251	$	4,398,949	10.1%

Total operating expenses

Total operating expenses														$	1,645,937			$	1,512,810				8.8%

Distribution, selling, and administrative expenses increased by ~~$92.0~~$107.8 million, or ~~7.6%~~8.4%, compared to prior year quarter primarily due to higher operating costs in the International Healthcare Solutions segment, including incremental operating expenses at PharmaLex. Distribution, selling, and administrative expenses increased by $330.7 million, or 9.2%, compared to prior year nine-month period primarily to support revenue growth and ~~included inflationary impacts on certain operating expenses.~~due to an increase in bad debt expense of $17.3 million. As a percentage of revenue, distribution, selling, and administrative expenses ~~were 1.95% and 2.03%~~was 1.94% in the current year quarter, ~~and nine-month period, respectively,~~ which represented ~~a 7-basis~~an 11-basis point ~~decrease and a 1-basis point increase~~decline compared to the prior year ~~three and nine-month periods, respectively. The decrease~~quarter as initiatives taken in distribution, selling, and administrative expenses as a percentage of revenue in the current year quarter in comparison to the prior year quarter is primarily due to recent initiatives undertaken to improvefiscal 2023 improved operating efficiency across many of our

Table of Contents

businesses and administrative ~~functions.~~functions and the 15.0% revenue growth in the current fiscal quarter improved our operating leverage.

Depreciation expense increased ~~7.5% and 5.3%~~4.7% from the prior year quarter. Amortization expense increased 129.9% from the prior year quarter ~~and nine-month period, respectively. Amortization expense increased 126.6% and 63.6% from the prior year quarter and nine-month period, respectively,~~ primarily due to accelerated amortization expense recorded in connection with the ~~revised~~shortened useful lives of certain trade names resulting from our ~~January 2023 announcement of our intended~~ company name ~~change.~~change and gradual transition away from other tradenames used, which were acquired through prior acquisitions.

Litigation and opioid-related credit in the three ~~and nine~~ months ended ~~June 30,~~December 31, 2023 included ~~the receipt of $83.4~~a net $92.2 million ~~from the H.D. Smith~~ opioid litigation ~~indemnity escrow. Litigation~~settlement accrual reduction primarily as a result of our commitment, which we made in December 2023, to prepay the net present value of a future obligation as permitted under our opioid settlement agreements and ~~opioid-related credit was offset in part by $16.3~~$13.3 million ~~and $44.8 million~~ of legal fees in connection with opioid lawsuits and investigations in the three and nine months ended June 30, 2023, respectively. Litigation and opioid-related expenses in the three months ended June 30, 2022 included legal fees in connection with opioid lawsuits and investigations. Litigation and opioid-related expenses in the ~~nine~~three months ended ~~June 30,~~December 31, 2022 included ~~$71.6 million of~~ legal fees in connection with opioid lawsuits and ~~investigations and a $36.6 million accrual related to opioid litigation settlements.~~investigations.

Acquisition-related deal and integration expenses in the three ~~and nine~~ months ended ~~June 30,~~December 31, 2023 primarily related to the continued integration of Alliance Healthcare and ~~the acquisition of~~ PharmaLex. Acquisition-related deal and integration expenses in the three ~~and nine~~ months ended ~~June 30,~~December 31, 2022 primarily related to the integration of Alliance Healthcare.

Restructuring and other expenses are comprised of the following for the periods indicated:


		Three months ended June 30,				Nine months ended June 30,
				Three months ended December 31,
				Three months ended December 31,
				Three months ended December 31,
(in thousands)	(in thousands)	2023		2022		2023		2022		(in thousands)	2023	2022
Restructuring and employee severance costs	Restructuring and employee severance costs	$	38,209	$	4,475	$	85,060	$	19,696
Business transformation efforts	Business transformation efforts	23,384		3,190		52,007		11,468
Other expenses		2,331		193		40,541		193
Other, net
Total restructuring and other expenses	Total restructuring and other expenses	$	63,924	$	7,858	$	177,608	$	31,357

Restructuring and employee severance costs in the three ~~and nine~~ months ended ~~June 30,~~December 31, 2023 primarily included expenses incurred related to facility closures in connection with our office optimization plan and workforce reductions in both of our reportable segments.

Business transformation efforts in the three ~~and nine~~ months ended ~~June 30,~~December 31, 2023 and 2022 included rebranding costs associated with our name change to Cencora and non-recurring expenses related to significant strategic initiatives to improve operational

~~Table of Contents~~

efficiency, including certain technology initiatives. The majority of these costs related to services provided by third-party consultants.

Business transformation efforts in the three and nine months ended June 30, 2022 primarily related to costs associated with reorganizing to further align our organization to our customers' needs, including certain technology initiatives. The majority of these costs related to services provided by third-party consultants.

In March 2023, one of our foreign business units experienced a cybersecurity event that impacted a standalone legacy information technology platform in one country and the foreign business unit's ability to operate in that country for approximately two weeks. In connection with this isolated event, we incurred costs to restore the foreign business unit's operations in that country, which was recorded in Other expenses in the above table. The majority of Other expenses in the three and nine months ended June 30, 2023 related to the cybersecurity event.

~~We recorded a $75.9 million goodwill impairment of our Profarma reporting unit in the quarter and nine-month period ended June 30, 2022.~~

Operating Income

Three months ended
June 30, Nine months ended
June 30,
(dollars in thousands) 2023 2022 Change 2023 2022 Change
U.S. Healthcare Solutions $ 635,176 $ 579,927 9.5% $ 1,963,729 $ 1,878,556 4.5%
International Healthcare Solutions 187,132 176,272 6.2% 524,405 543,400 (3.5)%
Total segment operating income 822,308 756,199 8.7% 2,488,134 2,421,956 2.7%
Gains from antitrust litigation settlements 118,611 — 168,510 1,835
LIFO (expense) credit (34,952) (23,070) (114,272) 37,668
Turkey highly inflationary impact (50,580) (27,618) (59,019) (27,618)
Acquisition-related intangibles amortization (169,154) (74,408) (381,146) (231,866)
Litigation and opioid-related credit (expenses) 67,102 (23,442) 38,583 (108,167)
Acquisition-related deal and integration expenses (19,283) (36,570) (99,392) (69,710)
Restructuring and other expenses (63,924) (7,858) (177,608) (31,357)
Impairment of assets — — — (4,946)
Goodwill impairment — (75,936) — (75,936)
Operating income $ 670,128 $ 487,297 37.5% $ 1,863,790 $ 1,911,859 (2.5)%

Segment operating income is evaluated before gains from antitrust litigation settlements; LIFO (expense) credit; Turkey highly inflationary impact; acquisition-related intangibles amortization; litigation and opioid-related credit (expenses); acquisition-related deal and integration expenses; restructuring and other expenses; impairment of assets; and goodwill impairment.


	Three months ended December 31,
(dollars in thousands)		2023		2022		Change
U.S. Healthcare Solutions		$	698,124	$	572,416	22.0%
International Healthcare Solutions		187,595		161,282		16.3%

Total segment operating income		885,719		733,698		20.7%

Gains from antitrust litigation settlements		48,248		49,899
LIFO credit (expense)		48,445		(25,050)
Turkey highly inflationary impact		(17,226)		(3,584)



Acquisition-related intangibles amortization		(165,724)		(71,878)
Litigation and opioid-related credit (expenses)		78,917		(12,706)
Acquisition-related deal and integration expenses		(21,063)		(20,996)
Restructuring and other expenses		(34,441)		(16,240)


Operating income		$	822,875	$	633,143	30.0%

U.S. Healthcare Solutions' operating income increased by ~~$55.2~~$125.7 million, or ~~9.5%~~22.0%, from prior year quarter ~~and $85.2 million, or 4.5%, from prior year nine-month period~~ primarily due to the ~~increases~~increase in gross profit, as noted above, and was offset in part by the ~~increases~~increase in operating expenses. As a percentage of revenue, U.S. Healthcare Solutions' operating income margin was ~~1.06% and 1.14%~~1.07% in the current year quarter and ~~nine-month period ended June 30, 2023, respectively, and~~ represented ~~declines~~a 5-basis

Table of ~~3 basis points and 5 basis points~~Contents

point increase compared to the prior year quarter ~~and prior year nine-month period, respectively,~~ primarily due toa decline in operating expense margin, as described above in the ~~declines~~Operating Expenses section, offset in part by a decline in gross profit ~~margins,~~margin, as described above in the Gross Profit section.

International Healthcare Solutions' operating income increased by ~~$10.9~~$26.3 million, or ~~6.2%~~16.3%, from the prior year quarter ~~and decreased $19.0 million, or 3.5%, from the prior year nine-month period. The increase in the current year quarter was~~ primarily due to our global specialty logistics business, ~~and~~ the January 2023 acquisition of PharmaLex, and our Canadian business, offset in part by ~~a decrease in~~foreign currency pressure and higher information technology operating ~~income in our European distribution business. The decrease in the current year nine-month period was~~

~~Table of Contents~~

~~primarily due to a decrease in operating income~~expenses in our European distribution business and the September 2023 divestiture of its less-than-wholly-owned subsidiary in ~~part due to unfavorable foreign currency exchange rates, primarily during the first six months of fiscal 2023,~~Egypt, which was profitable in ~~comparison to~~ the prior year ~~period, and the June 2022 divestiture of our Brazil specialty business.~~

~~Other Loss (Income), Net~~

~~We recognized a gain of $60.0 million from the sale of non-core businesses in the three and nine months ended June 30, 2022.~~quarter.

Interest Expense, Net

Interest expense, net and the respective weighted average interest rates for the three months ended ~~June 30,~~December 31, 2023 and 2022 are as follows:


		2023			2022				2023					2022
(dollars in thousands)	(dollars in thousands)	Amount		Weighted Average Interest Rate	Amount		Weighted Average Interest Rate	(dollars in thousands)	Amount			Weighted Average Interest Rate			Amount				Weighted Average Interest Rate
Interest expense	Interest expense	$	68,466	3.72%	$	57,657	2.71%	Interest expense	$	58,616	3.73%		3.73%			$	60,806	3.21%		3.21%
Interest income	Interest income	(10,602)		4.31%	(4,795)		0.70%	Interest income	(18,052)		5.15%		5.15%			(14,790)		2.86%		2.86%
Interest expense, net	Interest expense, net	$	57,864		$	52,862		Interest expense, net	$	40,564						$	46,016

Interest expense, net ~~and the respective weighted average interest rates for the nine months ended June 30, 2023 and 2022 are as follows:~~

2023 2022
(dollars in thousands) Amount Weighted Average
Interest Rate Amount Weighted Average
Interest Rate
Interest expense $ 201,544 3.51% $ 169,661 2.63%
Interest income (33,555) 3.34% (10,511) 0.75%
Interest expense, net $ 167,989 $ 159,150

~~Interest expense, net increased~~decreased by ~~$5.0~~$5.5 million, or ~~9.5%~~11.8%, from prior year quarter ~~and $8.8 million, or 5.6%, from the prior year nine-month period primarily~~ due to the ~~increases~~increase in interest income and a decrease in interest expense. The ~~increases in interest expense were primarily driven by an~~ increase ~~in our variable-rate borrowings and associated interest rates. The increases in interest expense were offset in part by increases~~ in interest income ~~which were~~was primarily driven by higher investment interest rates in the current year ~~periods~~quarter in comparison to the prior year ~~periods.~~quarter. The higher investment interest rates were offset in part by lower average investment cash ~~balances~~balance in the current year ~~periods~~quarter in comparison to the prior year ~~periods.~~quarter. Interest expense decreased primarily due to the September 2023 divestiture of our less-than-wholly-owned subsidiary in Egypt.

Income Tax Expense

Our effective tax rates were ~~21.3%~~23.0% and ~~19.3%~~19.8% for the three ~~and nine~~ months ended ~~June 30,~~December 31, 2023 ~~respectively. Our effective tax rates were 23.7%~~ and ~~24.0% for the three and nine months ended June 30,~~ 2022, respectively. The effective tax rate for the three months ended ~~June 30,~~December 31, 2023 was higher than the U.S. statutory rate primarily due to U.S. state income taxes and a discrete tax expense, offset in part by the benefit of non-U.S. income taxed at rates lower than the U.S. statutory ~~rate.~~rate, as well as tax benefits associated with the vesting of restricted stock units and stock option exercises. The effective tax rate for the ~~nine~~three months ended ~~June 30, 2023~~December 31, 2022 was lower than the U.S. statutory rate primarily due to the benefit of non-U.S. income taxed at rates lower than the U.S. statutory rate, ~~benefits from tax authority audit resolutions, and~~as well as tax benefits associated with the vesting of restricted stock units and stock option exercises, offset in part by U.S. state income taxes. The effective tax rates for the three and nine months ended June 30, 2022 were higher than the U.S. statutory rate primarily due to U.S. state income taxes as well as discrete tax expenses associated with foreign valuation allowance adjustments, offset in part by the benefit of non-U.S. income taxed at rates lower than the U.S. statutory rate.

Liquidity and Capital Resources

Our operating results have generated cash flows, which, together with availability under our debt agreements and credit terms from suppliers, have provided sufficient capital resources to finance working capital and cash operating requirements, and to fund capital expenditures, acquisitions, repayment of debt, the payment of interest on outstanding debt, dividends, and purchases of shares of our common stock.

Our primary ongoing cash requirements will be to finance working capital, fund the repayment of debt, fund the payment of interest on debt, fund the payment of dividends, fund purchases of our common stock, finance acquisitions, and fund capital expenditures and routine growth and expansion through new business opportunities. Future cash flows from

~~Table of Contents~~

operations and borrowings are expected to be sufficient to fund our ongoing cash requirements, including the opioid litigation payments that will be made over the next 1615 years (see below).

Cash Flows

As of ~~June 30,~~December 31, 2023 and September 30, ~~2022,~~2023, our cash and cash equivalents held by foreign subsidiaries were ~~$643.2~~$907.9 million and ~~$688.4~~$640.5 million, respectively. We have the ability to repatriate the majority of our cash and cash equivalents held by our foreign subsidiaries without incurring significant additional taxes upon repatriation.

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. Our cash balances in the ~~nine~~three months ended ~~June 30,~~December 31, 2023 and 2022 were supplemented by intra-period credit facility borrowings to cover short-term working capital needs. The largest amount of intra-period borrowings under our revolving and securitization credit facilities that was outstanding at any one time during the ~~nine~~three months ended ~~June 30,~~December 31, 2023 and 2022 was ~~$2,121.0~~$575.0 million and ~~$590.0~~$1,315.0 million, respectively. We had ~~$49,452.9~~$11,120.6 million and ~~$3,991.6~~$1,558.1 million of cumulative intra-period borrowings that were repaid under our credit facilities during the ~~nine~~three months ended ~~June 30,~~December 31, 2023 and 2022, respectively.

Table of Contents

During the ~~nine~~three months ended ~~June 30,~~December 31, 2023, our operating activities provided cash of ~~$2,084.5~~$885.2 million ~~in comparison to $1,538.6 million in the prior year period. Cash provided by operations during the nine months ended June 30, 2023~~and was principally the result of the following:

•An increase in accounts payable of ~~$3,513.7~~$1,765.1 million primarily due to the increase in our inventory balances and the timing of scheduled payments to our suppliers;

•Net income of ~~$1,383.6~~$603.0 million; and

•Positive non-cash items of ~~$899.8~~$336.5 million, which is primarily comprised of amortization expense of ~~$389.8~~$168.3 million and depreciation expense of ~~$307.3 million, and LIFO expense of $114.3~~$110.1 million.

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

•An increase in inventories of $1,095.5 million to support the increase in business volume and due to seasonal needs;

•An increase in accounts receivable of ~~$2,249.9~~$504.1 million primarily due to an increase in sales and the timing of scheduled payments from our ~~customers~~customers; and

•~~An increase~~A decrease in ~~inventories~~accrued expenses of ~~$1,370.0~~$239.0 million primarily due to ~~support~~ the ~~increase in business volume.~~payment of accrual liabilities that were on our Consolidated Balance Sheet as of September 30, 2023.

~~Cash provided by operations during~~During the ~~nine~~three months ended ~~June 30,~~December 31, 2022, our operating activities provided cash of $710.1 million and was principally the result of the following:

•An increase in accounts payable of ~~$2,074.6~~$1,381.1 million primarily due to the increase in our inventory balances and the timing of scheduled payments to our suppliers;

•Net income of ~~$1,367.9~~$476.2 million; and

•Positive non-cash items of ~~$704.6~~$242.9 million, which is primarily comprised of depreciation expense of ~~$292.3~~$100.3 million and amortization expense of ~~$243.2~~$75.1 million.

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

•An increase in ~~accounts receivable of $1,551.0 million primarily due to an increase in sales and the timing of scheduled payments from our customers;~~

•~~An increase in~~ inventories of ~~$712.8~~$1,178.0 million to support the increase in business ~~volume;~~volume and due to seasonal needs; and

•A decrease in accrued expenses of ~~$268.9 million.~~$233.6 million primarily due to the payment of accrual liabilities that were on our Consolidated Balance Sheet as of September 30, 2022.

We use days sales outstanding, days inventory on hand, and days payable outstanding to evaluate our working capital performance. The below financial metrics are calculated based upon a quarterly average and can be impacted by the timing of cash receipts and disbursements, which can vary significantly depending upon the day of the week on which the month ends.

Three months ended
June 30, Nine months ended
June 30,
2023 2022 2023 2022
Days sales outstanding 27.6 27.8 27.5 27.7
Days inventory on hand 27.4 27.9 28.0 28.3
Days payable outstanding 60.1 59.6 60.0 59.7

~~Table of Contents~~


	Three months ended December 31,
		2023	2022
Days sales outstanding		28.0	27.5
Days inventory on hand		26.5	27.4
Days payable outstanding		59.5	59.4

Our cash flows from operating activities can vary significantly from period to period based upon fluctuations in our period-end working capital account balances. Additionally, any changes to payment terms with a significant customer or manufacturer supplier could have a material impact to our cash flows from operations. Operating cash flows during the ~~nine~~three months ended ~~June 30,~~December 31, 2023 included ~~$200.9~~$65.6 million of interest payments and ~~$342.7~~$62.4 million of income tax payments, net of refunds. Operating cash flows during the ~~nine~~three months ended ~~June 30,~~December 31, 2022 included ~~$160.8~~$63.1 million of interest payments and ~~$184.1~~$30.3 million of income tax payments, net of refunds.

Capital expenditures in the ~~nine~~three months ended ~~June 30,~~December 31, 2023 and 2022 were ~~$282.9~~$74.2 million and ~~$322.7~~$75.7 million, respectively. Significant capital expenditures in the ~~nine~~three months ended ~~June 30,~~December 31, 2023 and 2022 included investments in various technology initiatives, including technology investments at Alliance Healthcare.

We currently expect to invest approximately $500 million for capital expenditures during fiscal ~~2023.~~2024. Larger ~~2023~~2024 capital expenditures will include investments relating to various technology initiatives, including technology investments at Alliance ~~Healthcare and those needed to comply with new regulatory requirements.~~Healthcare.

In addition to capital expenditures, net cash used in investing activity in the ~~nine~~three months ended ~~June 30, 2023~~December 31, 2022 included ~~$1,406.3~~$1,438.1 million for the prefunding of our acquisition of ~~PharmaLex and $718.4 million for our investment in OneOncology (see Note 2~~PharmaLex.

Table of the Notes to Consolidated Financial Statements). Net cash used in investing activity in the nine months ended June 30, 2022 included $124.2 million of costs 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 $258.1 million in proceeds from the sale of non-core businesses.Contents

Net cash used in financing activities in the ~~nine~~three months ended ~~June 30,~~December 31, 2023 principally resulted from ~~$907.2~~$385.5 million purchases of our common stock ~~a $675 million repayment of our 0.737% senior notes that matured in March 2023,~~ and ~~$300.4~~$105.7 million in cash dividends paid on our common stock. Net cash used in financing activities in the ~~nine~~three months ended ~~June 30,~~December 31, 2022 principally resulted from ~~a $500~~$807.2 million ~~repayment~~in purchases of ~~our 0.737% senior notes prior to their maturity in March 2023, the repayment of our $250 million term loan, $295.2~~common stock and $99.7 million in cash dividends paid on our ~~common stock, and $248.4 million in purchases of~~ common stock.

Debt and Credit Facility Availability

The following table illustrates our debt structure as of ~~June 30,~~December 31, 2023, including availability under the multi-currency revolving credit facility, the receivables securitization facility, the revolving credit note, the money market facility, ~~the~~ Alliance Healthcare debt, and the overdraft facility:

(in thousands) Outstanding
Balance Additional
Availability
Fixed-Rate Debt:
$500,000, 3.400% senior notes due 2024 $ 499,557 $ —
$500,000, 3.250% senior notes due 2025 498,857 —
$750,000, 3.450% senior notes due 2027 746,254 —
$500,000, 2.800% senior notes due 2030 495,806 —
$1,000,000, 2.700% senior notes due 2031 991,320 —
$500,000, 4.250% senior notes due 2045 495,324 —
$500,000, 4.300% senior notes due 2047 493,487 —
Nonrecourse debt 108,951 —
Total fixed-rate debt 4,329,556 —
Variable-Rate Debt:
Multi-currency revolving credit facility due 2027 — 2,400,000
Receivables securitization facility due 2025 350,000 1,100,000
Revolving credit note — 75,000
Overdraft facility due 2024 (£10,000) — 12,703
Money market facility — 100,000
Alliance Healthcare debt 236,725 178,789
Nonrecourse debt 104,433 —
Total variable-rate debt 691,158 3,866,492
Total debt $ 5,020,714 $ 3,866,492

~~In March 2023, the remaining balance of $675 million on our original $1.5 billion, 0.737% senior notes matured and was repaid.~~

~~Table of Contents~~


(in thousands)	Outstanding Balance		Additional Availability
Fixed-Rate Debt:
$500,000, 3.400% senior notes due 2024	$	499,797	$	—
$500,000, 3.250% senior notes due 2025	499,197		—
$750,000, 3.450% senior notes due 2027	746,674		—
$500,000, 2.800% senior notes due 2030	496,111		—
$1,000,000, 2.700% senior notes due 2031	991,880		—
$500,000, 4.250% senior notes due 2045	495,432		—
$500,000, 4.300% senior notes due 2047	493,621		—
Nonrecourse debt	55,854		—
Total fixed-rate debt	4,278,566		—

Variable-Rate Debt:
Multi-currency revolving credit facility due 2028	—		2,400,000
Receivables securitization facility due 2025	350,000		1,100,000
Revolving credit note	—		75,000
Overdraft facility due 2024 (£10,000)	—		12,731
Money market facility	—		100,000
Alliance Healthcare debt	47,522		583,109
Nonrecourse debt	102,635		—
Total variable-rate debt	500,157		4,270,840
Total debt	$	4,778,723	$	4,270,840

We have a $2.4 billion multi-currency senior unsecured revolving credit facility ("Multi-Currency Revolving Credit Facility") with a syndicate of lenders, which is scheduled to expire in October ~~2027.~~2028. Interest on borrowings under the Multi-Currency Revolving Credit Facility accrues at specified rates based on our debt rating and ranges from 80.5 basis points to 122.5 basis points over SOFR/EURIBOR/CDOR/RFR, as applicable (102.5 basis points over SOFR/EURIBOR/CDOR/RFR as of June 30, 2023) and from 0 basis points to 22.5 basis points over the alternate base rate and Canadian prime rate, as applicable.rating. We also pay facility fees to maintain the availability under the Multi-Currency Revolving Credit Facility at specified rates based on our debt ~~rating, ranging from 7 basis points to 15.0 basis points, annually, of the total commitment (10 basis points as of June 30, 2023).~~rating. We may choose to repay or reduce our 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 we were compliant as of ~~June 30,~~December 31, 2023.

We have a commercial paper program whereby we may from time to time issue short-term promissory notes in an aggregate amount of up to $2.4 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. The commercial paper program does not increase our borrowing capacity as it is fully backed by our Multi-Currency Revolving Credit Facility. There were no borrowings outstanding under our commercial paper program as of ~~June 30,~~December 31, 2023.

We have a $1,450 million receivables securitization facility ("Receivables Securitization Facility"), which is scheduled to expire in October 2025. We have available to us 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. Interest rates are based on prevailing market rates for short-term commercial paper or 30-day Term SOFR plus a program fee. We pay a customary unused fee at prevailing market rates, annually, 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 we were compliant as of ~~June 30,~~December 31, 2023.

Table of Contents

We have an uncommitted, unsecured line of credit available to us pursuant to a revolving credit note ("Revolving Credit Note"). The Revolving Credit Note provides us with the ability to request short-term unsecured revolving credit loans from time to time in a principal amount not to exceed $75 million. The Revolving Credit Note may be decreased or terminated by the bank or us at any time without prior notice. We also have a £10 million uncommitted U.K. overdraft facility ("Overdraft Facility"), which expires in February 2024, to fund short-term normal trading cycle fluctuations related to our MWI Animal Health business. We have an uncommitted, unsecured line of credit available to us pursuant to a money market credit agreement ("Money Market Facility"). The Money Market Facility provides us with the ability to request short-term unsecured revolving credit loans from time to time in a principal amount not to exceed $100 million. The Money Market Facility may be decreased or terminated by the bank or us at any time without prior notice.

Alliance Healthcare debt is comprised of uncommitted revolving credit facilities in various currencies with various rates. A vast majority of the outstanding borrowings were held in ~~Egypt (which is 50% owned)~~Turkey as of ~~June 30,~~December 31, 2023. These facilities are used to fund its working capital needs.

Nonrecourse debt is comprised of short-term and long-term debt belonging to the Brazil subsidiary and is repaid solely from the Brazil subsidiary' 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 subsidiary.

Share Purchase Programs and Dividends

In ~~May 2022,~~March 2023, our ~~board~~Board of ~~directors~~Directors authorized a share repurchase program allowing us to purchase up to $1.0 billion of our outstanding shares of common stock, subject to market conditions. InDuring the ~~nine~~three months ended ~~June 30,~~December 31, 2023, we purchased ~~$878.8~~$385.5 million of our common stock, including ~~$800.0~~$250.0 million from Walgreens Boots Alliance, Inc. ~~These purchases excluded $28.4 million of purchases in September 2022 that cash settled in October 2022.~~ As of ~~June 30,~~December 31, 2023, we had ~~$82.5~~$423.5 million of availability ~~remaining~~ under this program.

In ~~March~~November 2023, our ~~board~~Board of directors authorized a new share repurchase program allowing us to purchase up to $1.0 billion of our outstanding shares of common stock, subject to market conditions. No shares were purchased under this program as of June 30, 2023.

~~In November 2022, our board of directors~~Directors increased the quarterly dividend paid on common stock by 5% from ~~$0.460~~$0.485 per share to ~~$0.485~~$0.51 per share. We anticipate that we will continue to pay quarterly cash dividends in the future. However, the payment and amount of future dividends remains within the discretion of our ~~board~~Board of ~~directors~~Directors and will depend upon future earnings, financial condition, capital requirements, and other factors.

~~Table of Contents~~

Commitments and Obligations

As discussed and defined in Note 10 of the Notes to Consolidated Financial Statements, on July 21, 2021, it was announced that we and the two other national pharmaceutical distributors had negotiated a Distributor Settlement Agreement. The Distributor Settlement Agreement became effective on April 2, 2022, and as of ~~June 30,~~December 31, 2023, 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. Our remaining estimated liability related to the Distributor Settlement Agreement, the State of Alabama ~~(with whom we have not reached a settlement agreement),~~(pursuant to an agreement in principle) and other opioid-related litigation for which we have reached settlement agreements is approximately ~~$5.9~~$5.4 billion on our Consolidated Balance Sheet as of ~~June 30,~~December 31, 2023 and is expected to be paid over the next 1615 years. The payment of the aforementioned litigation liability has not and is not expected to have an impact on our ability to pay dividends.

The following is a summary of our contractual obligations for future principal and interest payments on our debt, minimum rental payments on our noncancellable operating leases, and minimum payments on our other commitments as of ~~June 30,~~December 31, 2023:


Payments Due by Period (in thousands)	Payments Due by Period (in thousands)	Debt, Including Interest Payments		Operating Leases		Other Commitments		Total		Payments Due by Period (in thousands)	Debt, Including Interest Payments	Operating Leases	Other Commitments	Total
Within 1 year	Within 1 year	$	1,072,554	$	216,322	$	138,379	$	1,427,255
1-3 years	1-3 years	1,198,997		374,448		131,752		1,705,197
4-5 years	4-5 years	980,863		281,957		64		1,262,884
After 5 years	After 5 years	3,389,500		458,291		—		3,847,791
Total	Total	$	6,641,914	$	1,331,018	$	270,195	$	8,243,127

The 2017 Tax Act requires a one-time transition tax to be recognized on historical foreign earnings and profits. We expect to pay $139.0 million, net of overpayments and tax credits, related to the transition tax as of ~~June 30,~~December 31, 2023, which is payable in installments over a six-year period ~~and~~that commenced in January 2021. The transition tax commitment is included in "Other Commitments" in the above table.

Our liability for uncertain tax positions was ~~$535.1~~$564.9 million (including interest and penalties) as of ~~June 30,~~December 31, 2023. This liability represents an estimate of tax positions that we have taken in our tax returns which may ultimately not be sustained upon examination by taxing authorities. Since the amount and timing of any future cash settlements cannot be predicted with reasonable certainty, the estimated liability has been excluded from the above contractual obligations table. Our liability for uncertain tax positions as of ~~June 30,~~December 31, 2023 primarily includes an uncertain tax benefit related to the legal accrual for

Table of Contents

litigation related to the distribution of prescription opioid pain medications, as disclosed in Note 10 of the Notes to Consolidated Financial Statements.

Market Risks

We have exposure to foreign currency and exchange rate risk from our non-U.S. operations. Our largest exposure to foreign exchange rates exists primarily with the U.K. Pound Sterling, the Euro, the Turkish Lira, the ~~Egyptian Pound, the~~ Brazilian Real, and the Canadian Dollar. We use forward contracts to hedge against the foreign currency exchange rate impact on certain intercompany receivable and payable balances. We may use derivative instruments to hedge our foreign currency exposure, but not for speculative or trading purposes. Revenue from our foreign operations during the ~~nine~~three months ended ~~June 30,~~December 31, 2023 was approximately ~~11%~~10% of our consolidated revenue.

We have market risk exposure to interest rate fluctuations relating to our debt. We manage interest rate risk by using a combination of fixed-rate and variable-rate debt. The amount of variable-rate debt fluctuates during the year based on our working capital requirements. We had ~~$691.2~~$500.2 million of variable-rate debt outstanding as of ~~June 30,~~December 31, 2023. We periodically evaluate financial instruments to manage our exposure to fixed and variable interest rates. However, there are no assurances that such instruments will be available in the combinations we want and/or on terms acceptable to us. There were no such financial instruments in effect as of ~~June 30,~~December 31, 2023.

We also have market risk exposure to interest rate fluctuations relating to our cash and cash equivalents. We had ~~$1,389.3~~$2,872.4 million in cash and cash equivalents as of ~~June 30,~~December 31, 2023. The unfavorable impact of a hypothetical decrease in interest rates on cash and cash equivalents would be partially offset by the favorable impact of such a decrease on variable-rate debt. For every $100 million of cash invested that is in excess of variable-rate debt, a 10-basis point decrease in interest rates would increase our annual net interest expense by $0.1 million.

Deterioration of general economic conditions, among other factors, could adversely affect the number of prescriptions that are filled and the amount of pharmaceutical products purchased by consumers and, therefore, could reduce purchases by our customers. In addition, volatility in financial markets may also negatively impact our customers' ability to obtain credit to

~~Table of Contents~~

finance their businesses on acceptable terms. Reduced purchases by our customers or changes in the ability of our customers to remit payments to us could adversely affect our revenue growth, our profitability, and our cash flow from operations.

Recent elevated levels of inflation in the global and U.S. economies have impacted certain operating expenses. If elevated levels of inflation persist or increase, our operations and financial results could be adversely affected, particularly in certain global markets.

We have risks from other geopolitical trends and events, such as the ~~Russia-Ukraine war.~~ongoing conflicts in Ukraine and between Israel and Hamas. Although the long-term implications of ~~Russia’s invasion of Ukraine~~these conflicts are difficult to predict at this time, the financial impact of ~~the conflict~~these conflicts has not been material.

3429

Table of Contents

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

The Company’s most significant market risks are the effects of foreign currency risk, changing interest rates, and changes in the price and volatility of the Company’s common stock. See the discussion under the heading "Market Risks," which is incorporated by reference herein.

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are intended to ensure that information required to be disclosed in the Company’s reports submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. These controls and procedures also are intended to ensure that information required to be disclosed in such reports is accumulated and communicated to management to allow timely decisions regarding required disclosures.

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

Changes in Internal Control over Financial Reporting

During the ~~third~~first quarter of fiscal ~~2023,~~2024, there was no change in ~~AmerisourceBergen Corporation’s~~Cencora, Inc.'s internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended ~~June 30,~~December 31, 2023 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

3530

Table of Contents

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

See Note 10 (Legal Matters and Contingencies) of the Notes to Consolidated Financial Statements set forth under Item 1 of Part I of this report for the Company’s current description of legal proceedings.

ITEM 1A. Risk Factors

Our significant business risks are described in Item 1A to our Form 10-K for the fiscal year ended September 30, ~~2022, as supplemented by the description of business risks described in Item 1A to our Form 10-Q for the fiscal quarter ended March 31,~~ 2023 to which reference is made herein.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table sets forth the 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 ~~third~~first fiscal quarter ended ~~June 30,~~December 31, 2023. See Note 7, "Stockholders' Equity and Earnings per Share," contained in "Notes to Condensed Consolidated Financial Statements" in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

Period Total
Number of
Shares
Purchased Average Price
Paid per
Share Total Number of
Shares Purchased
as Part of Publicly
Announced
Programs Approximate Dollar
Value of
Shares that May Yet Be
Purchased
Under the Programs
April 1 to April 30 — — $ 1,182,525,290
May 1 to May 31 292,792 $ 170.77 292,792 $ 1,132,525,201
June 1 to June 30 292,119 $ 181.79 275,984 $ 1,082,525,179
Total 584,911 568,776


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs
October 1 to October 31	146,567	$	179.05	145,711	$	782,925,463
November 1 to November 30	1,822,145	$	194.42	1,533,862	$	483,755,922
December 1 to December 31	308,157	$	198.82	303,216	$	423,491,280
Total	2,276,869			1,982,789

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Mine Safety Disclosures

Not applicable.

ITEM 5. Other Information

~~Leslie E. Donato,~~Our directors and officers (as defined in Exchange Act Rule 16a-1(f)) may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5–1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act. During the quarter ended December 31, 2023, the following plans or arrangements were adopted:

Steven H. Collis, our Chairman, President and Chief Executive Officer, adopted a prearranged Rule 10b5-1 stock trading plan on December 18, 2023, pursuant to which he may sell up to 129,054 shares of the Company’s common stock through the exercise of vested stock options that are scheduled to expire on November 14, 2025 in amounts and prices determined in accordance with plan terms. Such plan will terminate on November 29, 2024, or earlier if all transactions under the trading arrangement are completed or if the trading arrangement is otherwise terminated according to its terms.

Elizabeth S. Campbell, our Executive Vice President and Chief ~~Strategy~~Legal Officer, adopted a prearranged Rule 10b5-1 stock trading plan on ~~May 26,~~December 15, 2023, pursuant to which she may sell up to ~~15,867~~6,977 shares of the Company’s common stock ~~including through~~in amounts and prices determined in accordance with plan terms. Such plan will terminate on December 6, 2024, or earlier if all transactions under the ~~exercise and sale of stock options, prior~~trading arrangement are completed or if the trading arrangement is otherwise terminated according to ~~May 31, 2024.~~its terms.

Gina K. Clark, our Executive Vice President and Chief Communications & Administrations Officer, adopted a stock trading plan on June 22, 2023, pursuant to which she may sell up to 31,666 shares of the Company’s common stock, including through the exercise and sale of stock options, prior to June 21, 2024.

Robert P. Mauch, our Executive Vice President and Chief Operating Officer, adopted a prearranged Rule 10b5-1 stock trading plan on ~~June 23,~~December 19, 2023, pursuant to which he may sell up to ~~20,197~~57,564 shares of the Company’s common stock, ~~prior~~including through the exercise of vested stock options that are scheduled to ~~April 30, 2024.~~expire on November 14, 2025 in amounts and prices determined in accordance with plan terms. Such plan will terminate on September 20, 2024, or earlier if all transactions under the trading arrangement are completed or if the trading arrangement is otherwise terminated according to its terms.

Table of Contents

These stock trading plans were entered into during an open insider trading window and are intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, and the Company’s policies regarding transactions in our securities.

3632

Table of Contents

ITEM 6. Exhibits

(a) Exhibits:


Exhibit Number			Description

3.2			Amended and Restated Bylaws of the Registrant, dated as of December 26, 2023 (incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed on December 26, 2023).
10.1			~~Nineteenth Amendment to~~ Amended and Restated ~~Receivables Purchase~~Credit Agreement, dated as of ~~May 3,~~October 6, 2023, among ~~Amerisource Receivables Financial Corporation, as seller, AmerisourceBergen Drug Corporation, as servicer,~~Cencora, Inc., the ~~Purchaser Agents and Purchasers~~borrowing subsidiaries party thereto, the lenders party thereto, and ~~MUFG~~JPMorgan Chase Bank, ~~Ltd.~~N.A., as ~~administrator~~Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on ~~May 5,~~October 10, 2023).

10.2			Share Repurchase Agreement, dated as of ~~May 11,~~November 9, 2023, by and between ~~AmerisourceBergen Corporation~~Cencora, Inc. and Walgreens Boots Alliance Holdings LLC (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on ~~May 15,~~November 14, 2023).

‡10.3			Share Repurchase Agreement, dated as of June 15, 2023, by and between AmerisourceBergen Corporation and Walgreens Boots Alliance Holdings LLC (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on June 20, 2023).Cencora, Inc. Deferred Compensation Plan, effective January 1, 2024.

31.1			Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.

31.2			Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.

32			Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.

101			Financial statements from the Quarterly Report on Form 10-Q of ~~AmerisourceBergen Corporation~~Cencora, Inc. for the quarter ended ~~June 30,~~December 31, 2023, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Stockholders' Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements.

104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
‡			Each marked exhibit is a management contract or a compensatory plan, contract or arrangement in which a director or executive officer of the Registrant participates or has participated.

3733

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			~~AMERISOURCEBERGEN CORPORATION~~CENCORA, INC.

~~August 2, 2023~~January 31, 2024			/s/ Steven H. Collis
			Steven H. Collis
			Chairman, President & Chief Executive Officer

~~August 2, 2023~~January 31, 2024			/s/ James F. Cleary
			James F. Cleary
			Executive Vice President & Chief Financial Officer

3834