Cover
Cover - shares | 3 Months Ended | |
Dec. 31, 2023 | Jan. 29, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Dec. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 1-16671 | |
Entity Registrant Name | CENCORA, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 23-3079390 | |
Entity Address, Address Line One | 1 West First Avenue | |
Entity Address, City or Town | Conshohocken, | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 19428-1800 | |
City Area Code | 610 | |
Local Phone Number | 727-7000 | |
Title of 12(b) Security | Common stock, par value $0.01 per share | |
Trading Symbol | COR | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 199,481,993 | |
Entity Central Index Key | 0001140859 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --09-30 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 2,872,351 | $ 2,592,051 |
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 | 21,576,594 | 20,911,081 |
Inventories | 18,652,240 | 17,454,768 |
Right to recover assets | 1,242,978 | 1,314,857 |
Income tax receivable | 21,591 | 77,120 |
Prepaid expenses and other | 492,977 | 448,949 |
Total current assets | 44,858,731 | 42,798,826 |
Property and equipment, net | 2,117,283 | 2,135,171 |
Goodwill | 9,660,542 | 9,574,117 |
Other intangible assets | 4,376,431 | 4,431,783 |
Deferred income taxes | 218,325 | 200,667 |
Other assets | 3,458,985 | 3,418,182 |
TOTAL ASSETS | 64,690,297 | 62,558,746 |
Current liabilities: | ||
Accounts payable | 47,743,474 | 45,836,037 |
Accrued expenses and other | 2,437,219 | 2,353,817 |
Short-term debt | 592,779 | 641,344 |
Total current liabilities | 50,773,472 | 48,831,198 |
Long-term debt | 4,185,944 | 4,146,113 |
Accrued income taxes | 335,293 | 310,676 |
Deferred income taxes | 1,690,785 | 1,657,944 |
Accrued litigation liability | 4,731,945 | 5,061,795 |
Other liabilities | 1,911,602 | 1,884,733 |
Commitments and contingencies (Note 10) | ||
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 | 2,957 | 2,948 |
Additional paid-in capital | 5,917,058 | 5,844,578 |
Retained earnings | 4,819,997 | 4,324,187 |
Accumulated other comprehensive loss | (1,136,485) | (1,402,607) |
Treasury stock, at cost: 96,285,027 shares as of December 31, 2023 and 94,008,158 shares as of September 30, 2023 | (8,691,824) | (8,247,103) |
Total Cencora, Inc. stockholders' equity | 911,703 | 522,003 |
Noncontrolling interests | 149,553 | 144,284 |
Total stockholders' equity | 1,061,256 | 666,287 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 64,690,297 | $ 62,558,746 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 |
Statement of Financial Position [Abstract] | ||
Allowances for returns and credit losses | $ 1,371,439 | $ 1,433,396 |
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (shares) | 600,000,000 | 600,000,000 |
Common stock, issued (shares) | 295,746,891 | 294,822,962 |
Common stock, outstanding (shares) | 199,461,864 | 200,814,804 |
Treasury stock (shares) | 96,285,027 | 94,008,158 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 72,252,833 | $ 62,846,832 |
Cost of goods sold | 69,784,021 | 60,700,879 |
Gross profit | 2,468,812 | 2,145,953 |
Operating expenses: | ||
Distribution, selling, and administrative | 1,398,747 | 1,290,928 |
Depreciation | 104,178 | 99,542 |
Amortization | 166,425 | 72,398 |
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 |
Income tax expense | 180,390 | 117,285 |
Net income | 603,008 | 476,170 |
Net (income) loss attributable to noncontrolling interests | (1,508) | 3,575 |
Net income attributable to Cencora, Inc. | $ 601,500 | $ 479,745 |
Earnings per share: | ||
Basic (usd per share) | $ 3.01 | $ 2.35 |
Diluted (usd per share) | $ 2.98 | $ 2.33 |
Weighted average common shares outstanding: | ||
Basic (shares) | 200,081 | 204,032 |
Diluted (shares) | 201,837 | 206,327 |
Cash dividends declared per share of common stock (usd per share) | $ 0.510 | $ 0.485 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 603,008 | $ 476,170 |
Other comprehensive income | ||
Foreign currency translation adjustments | 271,522 | 396,074 |
Other, net | (88) | (2,709) |
Total other comprehensive income | 271,434 | 393,365 |
Total comprehensive income | 874,442 | 869,535 |
Comprehensive (income) loss attributable to noncontrolling interests | (6,820) | 29,262 |
Comprehensive income attributable to Cencora, Inc. | $ 867,622 | $ 898,797 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Noncontrolling Interests |
Beginning balance at Sep. 30, 2022 | $ 71,273 | $ 2,927 | $ 5,658,733 | $ 2,977,646 | $ (1,830,970) | $ (7,019,895) | $ 282,832 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 476,170 | 479,745 | (3,575) | ||||
Other comprehensive income (loss) | 393,365 | 419,052 | (25,687) | ||||
Cash dividends | (99,713) | (99,713) | |||||
Exercises of stock options | 21,863 | 3 | 21,860 | ||||
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 | (988) | 12 | 880 | (1,880) | |||
Ending balance at Dec. 31, 2022 | 73,559 | 2,942 | 5,737,106 | 3,357,678 | (1,411,918) | (7,863,939) | 251,690 |
Beginning balance at Sep. 30, 2023 | 666,287 | 2,948 | 5,844,578 | 4,324,187 | (1,402,607) | (8,247,103) | 144,284 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 603,008 | 601,500 | 1,508 | ||||
Other comprehensive income (loss) | 271,434 | 266,122 | 5,312 | ||||
Cash dividends | (105,690) | (105,690) | |||||
Exercises of stock options | 10,926 | 1 | 10,925 | ||||
Share-based compensation expense | 63,076 | 63,076 | |||||
Purchases of common stock | (388,473) | (388,473) | |||||
Employee tax withholdings related to restricted share vesting | (56,248) | (56,248) | |||||
Other, net | (3,064) | 8 | (1,521) | (1,551) | |||
Ending balance at Dec. 31, 2023 | $ 1,061,256 | $ 2,957 | $ 5,917,058 | $ 4,819,997 | $ (1,136,485) | $ (8,691,824) | $ 149,553 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||
Cash dividends (usd per share) | $ 0.510 | $ 0.485 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
OPERATING ACTIVITIES | ||
Net income | $ 603,008 | $ 476,170 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation, including amounts charged to cost of goods sold | 110,109 | 100,332 |
Amortization, including amounts charged to interest expense | 168,336 | 75,080 |
Provision (benefit) for credit losses | 15,798 | (1,486) |
Provision (benefit) for deferred income taxes | 3,430 | (12,326) |
Share-based compensation expense | 63,076 | 55,633 |
LIFO (credit) expense | (48,445) | 25,050 |
Turkey highly inflationary impact | 16,919 | 3,986 |
Loss on remeasurement of equity investment | 10,201 | 0 |
Other, net | (2,910) | (3,322) |
Changes in operating assets and liabilities, excluding the effects of acquisitions: | ||
Accounts receivable | (504,086) | (59,872) |
Inventories | (1,095,530) | (1,178,035) |
Income taxes receivable | 55,529 | 87,394 |
Prepaid expenses and other assets | 16,296 | (7,421) |
Accounts payable | 1,765,103 | 1,381,079 |
Accrued expenses | (238,967) | (233,640) |
Income taxes payable and other liabilities | 39,464 | 521 |
Long-term accrued litigation liability | (92,174) | 937 |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 885,157 | 710,080 |
INVESTING ACTIVITIES | ||
Capital expenditures | (74,217) | (75,727) |
Prefunded business acquisition | 0 | (1,438,124) |
Other, net | 8,417 | 2,693 |
NET CASH USED IN INVESTING ACTIVITIES | (65,800) | (1,511,158) |
FINANCING ACTIVITIES | ||
Loan borrowings | 90,068 | 54,960 |
Loan repayments | (83,638) | (52,756) |
Borrowings under revolving and securitization credit facilities | 11,171,677 | 1,882,229 |
Repayments under revolving and securitization credit facilities | (11,188,576) | (1,894,951) |
Purchases of common stock | (385,533) | (807,214) |
Exercises of stock options | 10,926 | 21,863 |
Cash dividends on common stock | (105,690) | (99,713) |
Employee tax withholdings related to restricted share vesting | (56,248) | (65,217) |
Other, net | (4,655) | (3,145) |
NET CASH USED IN FINANCING ACTIVITIES | (551,669) | (963,944) |
EFFECT OF EXCHANGE RATE CHANGES ON CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | 15,544 | 84,140 |
INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | 283,232 | (1,680,882) |
Cash, cash equivalents, and restricted cash at beginning of period | 2,752,889 | 3,593,539 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD | $ 3,036,121 | $ 1,912,657 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements present the consolidated financial position, results of operations, and cash flows of Cencora, Inc. and its subsidiaries, including less-than-wholly-owned subsidiaries in which Cencora, Inc. has a controlling financial interest (the "Company"), as of the dates and for the periods indicated. All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP") for interim financial information and in accordance with the instructions to Form 10-Q, and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments (consisting only of normal recurring accruals, except as otherwise disclosed herein) considered necessary to present fairly the financial position as of December 31, 2023 and the results of operations and cash flows for the interim periods ended December 31, 2023 and 2022 have been included. Certain information and disclosures normally included in financial statements presented in accordance with U.S. GAAP, but which are not required for interim reporting purposes, have been omitted. The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 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. 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) December 31, September 30, December 31, September 30, (unaudited) (unaudited) Cash and cash equivalents $ 2,872,351 $ 2,592,051 $ 1,692,205 $ 3,388,189 Restricted cash (included in Prepaid Expenses and Other) 99,796 97,722 159,599 144,980 Restricted cash (included in Other Assets) 63,974 63,116 60,853 60,370 Cash, cash equivalents, and restricted cash $ 3,036,121 $ 2,752,889 $ 1,912,657 $ 3,593,539 Recently Adopted Accounting Pronouncements As of December 31, 2023, there were no recently-adopted accounting standards that had a material impact on the Company’s financial position, results of operations, cash flows, or notes to the financial statements upon their adoption. Recently Issued Accounting Pronouncements Not Yet Adopted In 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. |
Acquisition
Acquisition | 3 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition | Acquisition PharmaLex Acquisition The Company acquired and assumed control of PharmaLex Holding GmbH ("PharmaLex") effective January 1, 2023 for $1.473 billion, subject to customary adjustments, including a $29.3 million cash holdback. PharmaLex is a leading provider of specialized services for the life sciences industry. PharmaLex's services include regulatory affairs, development consulting and scientific affairs, pharmacovigilance, and quality management and compliance. PharmaLex is headquartered in Germany and operates in over 30 countries. The acquisition advances the Company's role as a partner of choice for biopharmaceutical partners across the pharmaceutical development and commercialization journey. PharmaLex is a component of the Company's International Healthcare Solutions reportable segment. The Company completed the purchase price allocations as of December 31, 2023. The purchase price was allocated to the underlying assets acquired, including $37.4 million of cash and cash equivalents, and liabilities assumed based upon their estimated fair values as of the date of the acquisition. The purchase price exceeded the estimated fair value of the net tangible and intangible assets acquired by $1,010.2 million, which was allocated to goodwill. Goodwill resulting from this acquisition is not 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. |
Variable Interest Entity
Variable Interest Entity | 3 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entity | 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) December 31, September 30, Cash and cash equivalents $ 23,603 $ 33,256 Accounts receivables, net 254,013 253,419 Inventories 236,911 255,801 Prepaid expenses and other 68,481 63,327 Property and equipment, net 47,781 42,759 Other intangible assets 61,320 62,384 Other long-term assets 79,133 77,889 Total assets $ 771,242 $ 788,835 Accounts payable $ 262,178 $ 300,875 Accrued expenses and other 61,905 56,280 Short-term debt 45,460 73,650 Long-term debt 113,029 74,132 Deferred income taxes 20,630 22,701 Other long-term liabilities 55,595 54,691 Total liabilities $ 558,797 $ 582,329 |
Income Taxes
Income Taxes | 3 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company files income tax returns in U.S. federal, state, and various foreign jurisdictions. As of 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 $564.9 million ($491.1 million, net of federal benefit). If recognized, $475.8 million of these tax benefits would have reduced income tax expense and the effective tax rate. Included in this amount is $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 three months ended December 31, 2023, unrecognized tax benefits increased by $13.0 million. Over the next 12 months, tax authority audit resolutions and the expiration of statutes of limitations are not expected to materially impact unrecognized tax benefits. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The following is a summary of the changes in the carrying value of goodwill, by reportable segment, for the three months ended December 31, 2023: (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: December 31, 2023 September 30, 2023 (in thousands) Weighted Average Remaining Useful Life Gross Accumulated Net Gross Accumulated Net 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 $166.4 million and $72.4 million in the three months ended December 31, 2023 and 2022, respectively. Amortization expense for finite-lived intangible assets is estimated to be $675.8 million in fiscal 2024, $516.1 million in fiscal 2025, $356.4 million in fiscal 2026, $298.9 million in fiscal 2027, $288.4 million in fiscal 2028, and $2,390.2 million thereafter. |
Debt
Debt | 3 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt consisted of the following: (in thousands) December 31, September 30, Multi-currency revolving credit facility due 2028 $ — $ — Receivables securitization facility due 2025 350,000 350,000 Revolving credit note — — Overdraft facility due 2024 (£10,000) — — Money market facility — — $500,000, 3.400% senior notes due 2024 499,797 499,677 $500,000, 3.250% senior notes due 2025 499,197 499,026 $750,000, 3.450% senior notes due 2027 746,674 746,464 $500,000, 2.800% senior notes due 2030 496,111 495,959 $1,000,000, 2.700% senior notes due 2031 991,880 991,600 $500,000, 4.250% senior notes due 2045 495,432 495,378 $500,000, 4.300% senior notes due 2047 493,621 493,554 Alliance Healthcare debt 47,522 68,017 Nonrecourse debt 158,489 147,782 Total debt 4,778,723 4,787,457 Less Cencora, Inc. current portion 499,797 499,677 Less Alliance Healthcare current portion 47,522 68,017 Less nonrecourse current portion 45,460 73,650 Total, net of current portion $ 4,185,944 $ 4,146,113 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 2028. Interest on borrowings under the Multi-Currency Revolving Credit Facility accrues at specified rates based upon the Company’s debt 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. 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 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 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 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. 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 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. |
Stockholders' Equity and Earnin
Stockholders' Equity and Earnings per Share | 3 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stockholders' Equity and Earnings per Share | Stockholders’ Equity and Earnings per Share In March 2023, the Company's Board of Directors authorized a share repurchase program allowing the Company to purchase up to $1.0 billion of its outstanding shares of common stock, subject to market conditions. During the three months ended December 31, 2023, the Company purchased 2.0 million shares of its common stock for a total of $385.5 million, including 1.3 million shares from Walgreens Boots Alliance, Inc. ("WBA") for $250.0 million. As of December 31, 2023, the Company had $423.5 million of availability under this program. Basic earnings per share is computed by dividing net income attributable to Cencora, Inc. by the weighted average number of shares of common stock outstanding during the periods presented. Diluted earnings per share is computed by dividing net income attributable to Cencora, Inc. by the weighted average number of shares of common stock outstanding, plus the dilutive effect of restricted stock units and stock options during the periods presented. The following illustrates the components of diluted weighted average shares outstanding for the periods indicated: Three months ended (in thousands) 2023 2022 Weighted average common shares outstanding - basic 200,081 204,032 Dilutive effect of restricted stock units and stock options 1,756 2,295 Weighted average common shares outstanding - diluted 201,837 206,327 The potentially dilutive restricted stock units and stock options that were antidilutive for the three months ended December 31, 2023 and 2022 were 320 thousand and 370 thousand, respectively. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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 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 $18.1 billion and $16.2 billion in the three months ended December 31, 2023 and 2022, respectively. The Company’s receivable from WBA, net of incentives, was $7.5 billion and $8.1 billion as of December 31, 2023 and September 30, 2023, respectively. |
Restructuring and Other Expense
Restructuring and Other Expenses | 3 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Other Expenses | Restructuring and Other Expenses The following illustrates the expenses incurred by the Company for Restructuring and Other Expenses for the periods indicated: Three months ended (in thousands) 2023 2022 Restructuring and employee severance costs $ 11,294 $ 3,320 Business transformation efforts 24,722 12,920 Other, net (1,575) — Total restructuring and other expenses $ 34,441 $ 16,240 Restructuring and employee severance costs in the three months ended 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 its reportable segments. Business transformation efforts in the three months ended 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. |
Legal Matters and Contingencies
Legal Matters and Contingencies | 3 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Matters and Contingencies | 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’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. Starting in December 2017, more than 2,000 cases were transferred to Multidistrict Litigation ("MDL") proceedings before the United States District Court for the Northern District of Ohio (the "MDL Court"). Since then, several cases filed by government and tribal plaintiffs that were selected as bellwether cases in the MDL have been resolved through trial or settlement. Following trial in two consolidated cases in West Virginia 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 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 the MDL and later will be remanded to 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 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 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 November 29, 2023, the Company and another national distributor reached an agreement in principle with the State of Alabama and all its 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 component of its overall $5.4 billion total liability accrual. The agreement in principle is subject to 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 and the other distributor defendant. The Court has temporarily suspended all deadlines in the case from January 1, 2024 through February 27, 2024, including the trial. The Company’s accrued litigation liability related to the Distributor Settlement Agreement, 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 $5.4 billion as of December 31, 2023 and $5.5 billion as of September 30, 2023. The Company currently estimates that $645.2 million will be paid prior to 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 $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’s operations. Additional lawsuits regarding the distribution of prescription opioid pain medications are ongoing in cases filed by a variety of types of plaintiffs. In Alabama, a jury trial is scheduled to begin on July 8, 2024 in a case that involves up to eight plaintiff hospitals. In Maryland, a trial is scheduled for September 16, 2024 in a case filed by the Mayor and City Council of 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. The Company is vigorously defending itself in the pending lawsuits and intends to vigorously defend itself against any threatened lawsuits or enforcement proceedings. Since July 2017, the Company has received subpoenas from several U.S. Attorney’s Offices, including grand jury subpoenas from the U.S. Attorney's Office for the District of New Jersey ("USAO-NJ") and the U.S. Attorney's Office for the Eastern District of New York ("USAO-EDNY"). Those subpoenas requested the production of a broad range of documents pertaining to the Company’s distribution of controlled substances through its various subsidiaries, including ABDC, and its diversion control programs. The Company produced documents in response to the subpoenas and engaged in discussions with the various U.S. Attorney’s Offices, including the Health Care and Government Fraud Unit of the Criminal Division of the USAO-NJ, the U.S. Department of Justice Consumer Protection Branch and the U.S. Drug Enforcement Administration, in an attempt to resolve these matters. On December 29, 2022, the Department of Justice filed a civil Complaint against the Company, ABDC, and Integrated Commercialization Services, LLC ("ICS"), a subsidiary of the Company, alleging violations of the Controlled Substances Act. Specifically, the Complaint alleges that the Company negligently failed to report suspicious orders to the Drug Enforcement Administration. In the Complaint, the Department of Justice seeks civil penalties and injunctive relief. This Complaint relates to the aforementioned and previously-disclosed investigations. On March 30, 2023, the Company filed a motion to dismiss the Complaint in its entirety on behalf of itself, ABDC, and ICS. On November 6, 2023, the United States District Court for the Eastern District of Pennsylvania granted in part and denied in part the motion, dismissing with prejudice all claims for civil penalties for Defendants’ alleged violations of the suspicious order reporting requirement prior to October 24, 2018, but otherwise denying the motion. On December 18, 2023, the Company, ABDC and ICS filed an Answer and Affirmative Defenses to the Complaint. On January 23, 2024, the 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”). The complaint alleges that the Defendants breached their fiduciary duties by failing to oversee the compliance by certain of the Company’s subsidiaries (including the Company’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 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 granted the Special Litigation Committee's motion to dismiss on November 17, 2023, and 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 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’s judgment. On January 20, 2023, the Plaintiffs also appealed the ruling to the Delaware Supreme Court. On March 21, 2023 the Delaware Court of Chancery denied the Plaintiffs' Motion for Relief from 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’s business or to the business of a customer, supplier, or other industry participant. The Company’s responses often require time and effort and can result in considerable costs being incurred. Most of these matters are resolved without incident; however, such subpoenas or requests can lead to the assertion of claims or the commencement of civil or criminal legal proceedings against the Company and other members of the healthcare industry, as well as to substantial settlements. In January 2017, U.S. Bioservices Corporation, a former subsidiary of the Company, received a subpoena for information from the USAO-EDNY relating to its activities in connection with billing for products and making returns of potential overpayments to government payers. A filed qui tam complaint related to the investigation was unsealed in April 2019 and the relator filed an amended complaint under seal in the U.S. District Court for the Eastern District of New York. 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. |
Antitrust Settlements
Antitrust Settlements | 3 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Antitrust 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 has not been named as a plaintiff in these lawsuits, but has been a member of the direct purchasers' class (i.e., those purchasers who purchase directly from these pharmaceutical manufacturers). None of the lawsuits has gone to trial, but some have settled in the past with the Company receiving proceeds from the settlement funds. The Company recognized gains related to these lawsuits of $48.2 million and $49.9 million in the three months ended December 31, 2023 and 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. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The recorded amounts of the Company's cash and cash equivalents, accounts receivable, and accounts payable as of December 31, 2023 and September 30, 2023 approximate fair value based upon the relatively short-term nature of these financial instruments. Within Cash and Cash Equivalents, the Company had $1,386.0 million investments in money market accounts as of December 31, 2023 and had $1,489.0 million of investments in money market accounts as of September 30, 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 December 31, 2023 were $4,185.9 million and $3,856.5 million, respectively. The recorded amount of long-term debt and the corresponding fair value as of September 30, 2023 were $4,146.1 million and $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. |
Business Segment Information
Business Segment Information | 3 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Business Segment Information | 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. 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 (in thousands) 2023 2022 U.S. Healthcare Solutions: Human Health $ 63,898,165 $ 55,076,613 Animal Health 1,285,637 1,159,966 Total U.S. Healthcare Solutions 65,183,802 56,236,579 International Healthcare Solutions: Alliance Healthcare 5,725,564 5,460,691 Other Healthcare Solutions 1,344,663 1,150,587 Total International Healthcare Solutions 7,070,227 6,611,278 Intersegment eliminations (1,196) (1,025) Revenue $ 72,252,833 $ 62,846,832 The following illustrates reportable segment operating income information for the periods indicated: Three months ended (in thousands) 2023 2022 U.S. Healthcare Solutions $ 698,124 $ 572,416 International Healthcare Solutions 187,595 161,282 Total segment operating income $ 885,719 $ 733,698 The following reconciles total segment operating income to income before income taxes for the periods indicated: Three months ended (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 Chief Operating Decision Maker of the Company before gains from antitrust litigation settlements; LIFO credit (expense); 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. All corporate office expenses are allocated to the operating segment level. Litigation and opioid-related credit in the three months ended December 31, 2023 includes a net $92.2 million opioid litigation settlement accrual reduction primarily as a result of the Company's commitment, which it made in December 2023, to prepay the net present value of a future obligation as permitted under its opioid settlement agreements. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) Attributable to Parent | $ 601,500 | $ 479,745 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 shares | |
Trading Arrangements, by Individual | |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Steven H. Collis [Member] | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | 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 . |
Name | Steven H. Collis |
Title | Chairman, President and Chief Executive Officer |
Rule 10b5-1 Arrangement Adopted | true |
Aggregate Available | 129,054 |
Elizabeth S. Campbell [Member] | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | Elizabeth S. Campbell, our Executive Vice President and Chief Legal Officer, adopted a prearranged Rule 10b5-1 stock trading plan on December 15, 2023, pursuant to which she may sell up to 6,977 shares of the Company’s common stock 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 trading arrangement are completed or if the trading arrangement is otherwise terminated according to its terms . |
Name | Elizabeth S. Campbell |
Title | Executive Vice President and Chief Legal Officer |
Rule 10b5-1 Arrangement Adopted | true |
Aggregate Available | 6,977 |
Robert P. Mauch [Member] | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | Robert P. Mauch, our Executive Vice President and Chief Operating Officer, adopted a prearranged Rule 10b5-1 stock trading plan on December 19, 2023, pursuant to which he may sell up to 57,564 shares of the Company’s common stock, including 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 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 |
Name | Robert P. Mauch |
Title | Executive Vice President and Chief Operating Officer |
Rule 10b5-1 Arrangement Adopted | true |
Arrangement Duration | 276 days |
Aggregate Available | 57,564 |
Leslie E. Donato [Member] | |
Trading Arrangements, by Individual | |
Arrangement Duration | 347 days |
Gina K. Clark [Member] | |
Trading Arrangements, by Individual | |
Arrangement Duration | 357 days |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements present the consolidated financial position, results of operations, and cash flows of Cencora, Inc. and its subsidiaries, including less-than-wholly-owned subsidiaries in which Cencora, Inc. has a controlling financial interest (the "Company"), as of the dates and for the periods indicated. All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP") for interim financial information and in accordance with the instructions to Form 10-Q, and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments (consisting only of normal recurring accruals, except as otherwise disclosed herein) considered necessary to present fairly the financial position as of December 31, 2023 and the results of operations and cash flows for the interim periods ended December 31, 2023 and 2022 have been included. Certain information and disclosures normally included in financial statements presented in accordance with U.S. GAAP, but which are not required for interim reporting purposes, have been omitted. The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023. |
Use of Estimates | 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 | 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. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements As of December 31, 2023, there were no recently-adopted accounting standards that had a material impact on the Company’s financial position, results of operations, cash flows, or notes to the financial statements upon their adoption. Recently Issued Accounting Pronouncements Not Yet Adopted In 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | 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) December 31, September 30, December 31, September 30, (unaudited) (unaudited) Cash and cash equivalents $ 2,872,351 $ 2,592,051 $ 1,692,205 $ 3,388,189 Restricted cash (included in Prepaid Expenses and Other) 99,796 97,722 159,599 144,980 Restricted cash (included in Other Assets) 63,974 63,116 60,853 60,370 Cash, cash equivalents, and restricted cash $ 3,036,121 $ 2,752,889 $ 1,912,657 $ 3,593,539 |
Schedule of Restrictions on Cash and Cash Equivalents | 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) December 31, September 30, December 31, September 30, (unaudited) (unaudited) Cash and cash equivalents $ 2,872,351 $ 2,592,051 $ 1,692,205 $ 3,388,189 Restricted cash (included in Prepaid Expenses and Other) 99,796 97,722 159,599 144,980 Restricted cash (included in Other Assets) 63,974 63,116 60,853 60,370 Cash, cash equivalents, and restricted cash $ 3,036,121 $ 2,752,889 $ 1,912,657 $ 3,593,539 |
Acquisition (Tables)
Acquisition (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Fair Value of the Intangible Assets Acquired | 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 |
Variable Interest Entity (Table
Variable Interest Entity (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of VIE's Assets and Liabilities | The following assets and liabilities of Profarma are included in the Company's Consolidated Balance Sheets: (in thousands) December 31, September 30, Cash and cash equivalents $ 23,603 $ 33,256 Accounts receivables, net 254,013 253,419 Inventories 236,911 255,801 Prepaid expenses and other 68,481 63,327 Property and equipment, net 47,781 42,759 Other intangible assets 61,320 62,384 Other long-term assets 79,133 77,889 Total assets $ 771,242 $ 788,835 Accounts payable $ 262,178 $ 300,875 Accrued expenses and other 61,905 56,280 Short-term debt 45,460 73,650 Long-term debt 113,029 74,132 Deferred income taxes 20,630 22,701 Other long-term liabilities 55,595 54,691 Total liabilities $ 558,797 $ 582,329 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in the Carrying Value of Goodwill by Reportable Segment | The following is a summary of the changes in the carrying value of goodwill, by reportable segment, for the three months ended December 31, 2023: (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 |
Schedule of Indefinite-lived Intangible Assets | The following is a summary of other intangible assets: December 31, 2023 September 30, 2023 (in thousands) Weighted Average Remaining Useful Life Gross Accumulated Net Gross Accumulated Net 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 |
Schedule of Finite-lived Intangible Assets | The following is a summary of other intangible assets: December 31, 2023 September 30, 2023 (in thousands) Weighted Average Remaining Useful Life Gross Accumulated Net Gross Accumulated Net 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 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consisted of the following: (in thousands) December 31, September 30, Multi-currency revolving credit facility due 2028 $ — $ — Receivables securitization facility due 2025 350,000 350,000 Revolving credit note — — Overdraft facility due 2024 (£10,000) — — Money market facility — — $500,000, 3.400% senior notes due 2024 499,797 499,677 $500,000, 3.250% senior notes due 2025 499,197 499,026 $750,000, 3.450% senior notes due 2027 746,674 746,464 $500,000, 2.800% senior notes due 2030 496,111 495,959 $1,000,000, 2.700% senior notes due 2031 991,880 991,600 $500,000, 4.250% senior notes due 2045 495,432 495,378 $500,000, 4.300% senior notes due 2047 493,621 493,554 Alliance Healthcare debt 47,522 68,017 Nonrecourse debt 158,489 147,782 Total debt 4,778,723 4,787,457 Less Cencora, Inc. current portion 499,797 499,677 Less Alliance Healthcare current portion 47,522 68,017 Less nonrecourse current portion 45,460 73,650 Total, net of current portion $ 4,185,944 $ 4,146,113 |
Stockholders' Equity and Earn_2
Stockholders' Equity and Earnings per Share (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Weighted Average Number of Common Shares Outstanding | The following illustrates the components of diluted weighted average shares outstanding for the periods indicated: Three months ended (in thousands) 2023 2022 Weighted average common shares outstanding - basic 200,081 204,032 Dilutive effect of restricted stock units and stock options 1,756 2,295 Weighted average common shares outstanding - diluted 201,837 206,327 |
Restructuring and Other Expen_2
Restructuring and Other Expenses (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring and Other Expenses | The following illustrates the expenses incurred by the Company for Restructuring and Other Expenses for the periods indicated: Three months ended (in thousands) 2023 2022 Restructuring and employee severance costs $ 11,294 $ 3,320 Business transformation efforts 24,722 12,920 Other, net (1,575) — Total restructuring and other expenses $ 34,441 $ 16,240 |
Business Segment Information (T
Business Segment Information (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule Reportable and Operating Segment Disaggregated Revenue | 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 (in thousands) 2023 2022 U.S. Healthcare Solutions: Human Health $ 63,898,165 $ 55,076,613 Animal Health 1,285,637 1,159,966 Total U.S. Healthcare Solutions 65,183,802 56,236,579 International Healthcare Solutions: Alliance Healthcare 5,725,564 5,460,691 Other Healthcare Solutions 1,344,663 1,150,587 Total International Healthcare Solutions 7,070,227 6,611,278 Intersegment eliminations (1,196) (1,025) Revenue $ 72,252,833 $ 62,846,832 |
Schedule of Reportable Segment Operating Income | The following illustrates reportable segment operating income information for the periods indicated: Three months ended (in thousands) 2023 2022 U.S. Healthcare Solutions $ 698,124 $ 572,416 International Healthcare Solutions 187,595 161,282 Total segment operating income $ 885,719 $ 733,698 |
Schedule of Reconciliation of Total Segment Operating Income to Income Before Income Taxes | The following reconciles total segment operating income to income before income taxes for the periods indicated: Three months ended (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 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Cash and cash equivalents | $ 2,872,351 | $ 2,592,051 | $ 1,692,205 | $ 3,388,189 |
Cash, cash equivalents, and restricted cash | 3,036,121 | 2,752,889 | 1,912,657 | 3,593,539 |
Restricted cash (included in Prepaid Expenses and Other) | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | 99,796 | 97,722 | 159,599 | 144,980 |
Restricted cash (included in Other Assets) | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | $ 63,974 | $ 63,116 | $ 60,853 | $ 60,370 |
Acquisition - Additional Inform
Acquisition - Additional Information (Details) $ in Thousands | Jan. 02, 2023 USD ($) | Dec. 31, 2023 USD ($) | Sep. 30, 2023 USD ($) | Jan. 01, 2023 USD ($) country |
Asset Acquisition, Contingent Consideration [Line Items] | ||||
Goodwill | $ 9,660,542 | $ 9,574,117 | ||
Deferred tax liabilities | $ 146,000 | |||
PharmaLex Acquisition | ||||
Asset Acquisition, Contingent Consideration [Line Items] | ||||
Purchase price | $ 1,473,000 | |||
Cash holdback | $ 29,300 | |||
Operating countries (over) | country | 30 | |||
Cash and cash equivalents | $ 37,400 | |||
Goodwill | $ 1,010,200 |
Acquisition - Fair Value Of Int
Acquisition - Fair Value Of Intangible Assets (Details) - PharmaLex Acquisition $ in Thousands | Jan. 02, 2023 USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Fair Value | $ 558,898 |
Customer relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Fair Value | $ 522,634 |
Useful Lives | 12 years |
Trade names | |
Finite-Lived Intangible Assets [Line Items] | |
Fair Value | $ 30,931 |
Useful Lives | 5 years |
Software technology | |
Finite-Lived Intangible Assets [Line Items] | |
Fair Value | $ 5,333 |
Useful Lives | 6 years |
Variable Interest Entity (Detai
Variable Interest Entity (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 |
Variable Interest Entity [Line Items] | ||||
Cash and cash equivalents | $ 3,036,121 | $ 2,752,889 | $ 1,912,657 | $ 3,593,539 |
Inventories | 18,652,240 | 17,454,768 | ||
Property and equipment, net | 2,117,283 | 2,135,171 | ||
Other long-term assets | 3,458,985 | 3,418,182 | ||
TOTAL ASSETS | 64,690,297 | 62,558,746 | ||
Long-term debt | 4,778,723 | 4,787,457 | ||
Deferred income taxes | 1,690,785 | 1,657,944 | ||
Other long-term liabilities | 1,911,602 | 1,884,733 | ||
Profarma | ||||
Variable Interest Entity [Line Items] | ||||
Cash and cash equivalents | 23,603 | 33,256 | ||
Accounts receivables, net | 254,013 | 253,419 | ||
Inventories | 236,911 | 255,801 | ||
Prepaid expenses and other | 68,481 | 63,327 | ||
Property and equipment, net | 47,781 | 42,759 | ||
Other intangible assets | 61,320 | 62,384 | ||
Other long-term assets | 79,133 | 77,889 | ||
TOTAL ASSETS | 771,242 | 788,835 | ||
Accounts payable | 262,178 | 300,875 | ||
Accrued expenses and other | 61,905 | 56,280 | ||
Short-term debt | 45,460 | 73,650 | ||
Long-term debt | 113,029 | 74,132 | ||
Deferred income taxes | 20,630 | 22,701 | ||
Other long-term liabilities | 55,595 | 54,691 | ||
Total liabilities | $ 558,797 | $ 582,329 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits | $ 564.9 | |
Unrecognized tax benefits, net of federal benefit | 491.1 | |
Tax benefits that would reduce income tax expense and effective tax rate | 475.8 | |
Unrecognized tax benefits - interest and penalties | 28.8 | |
Unrecognized tax benefits - decrease | $ 13 | |
Effective tax rate (as a percentage) | 23% | 19.80% |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Schedule of Change in the Carrying Value of Goodwill by Reportable Segment (Details) $ in Thousands | 3 Months Ended |
Dec. 31, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 9,574,117 |
Purchase accounting adjustments | (12,904) |
Foreign currency translation | 99,329 |
Goodwill, ending balance | 9,660,542 |
U. S. Healthcare Solutions | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 6,282,417 |
Purchase accounting adjustments | 0 |
Foreign currency translation | 1,741 |
Goodwill, ending balance | 6,284,158 |
International Healthcare Solutions | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 3,291,700 |
Purchase accounting adjustments | (12,904) |
Foreign currency translation | 97,588 |
Goodwill, ending balance | $ 3,376,384 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Schedule of Other Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 |
Finite-lived | ||
Accumulated Amortization | $ (1,843,727) | $ (1,655,103) |
Intangible Assets | ||
Gross Carrying Amount | 6,220,158 | 6,086,886 |
Net Carrying Amount | 4,376,431 | 4,431,783 |
Trade Names | ||
Indefinite-lived intangibles | ||
Indefinite-lived trade names | $ 17,000 | 17,000 |
Customer relationships | ||
Finite-lived | ||
Weighted Average Remaining Useful Life | 14 years | |
Gross Carrying Amount | $ 4,963,373 | 4,845,091 |
Accumulated Amortization | (1,301,747) | (1,213,200) |
Net Carrying Amount | $ 3,661,626 | 3,631,891 |
Trade names and other | ||
Finite-lived | ||
Weighted Average Remaining Useful Life | 4 years | |
Gross Carrying Amount | $ 1,239,785 | 1,224,795 |
Accumulated Amortization | (541,980) | (441,903) |
Net Carrying Amount | $ 697,805 | $ 782,892 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 166,425 | $ 72,398 |
2024 | 675,800 | |
2025 | 516,100 | |
2026 | 356,400 | |
2027 | 298,900 | |
2028 | 288,400 | |
Thereafter | $ 2,390,200 |
Debt - Debt (Details)
Debt - Debt (Details) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 GBP (£) | Sep. 30, 2023 USD ($) |
Debt Instrument [Line Items] | |||
Long-term debt | $ 4,778,723,000 | $ 4,787,457,000 | |
Total, net of current portion | 4,185,944,000 | 4,146,113,000 | |
AmerisourceBergen Corporation | |||
Debt Instrument [Line Items] | |||
Less current portion | 499,797,000 | 499,677,000 | |
Multi-currency revolving credit facility due 2028 | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | 2,400,000,000 | ||
Long-term debt | 0 | 0 | |
Receivables securitization facility due 2025 | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | 1,450,000,000 | ||
Long-term debt | 350,000,000 | 350,000,000 | |
Revolving credit note | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | 75,000,000 | ||
Long-term debt | 0 | 0 | |
Overdraft facility due 2024 (£10,000) | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | £ | £ 10,000,000 | ||
Long-term debt | 0 | 0 | |
Money market facility | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | 100,000,000 | ||
Long-term debt | $ 0 | 0 | |
$500,000, 3.400% senior notes due 2024 | |||
Debt Instrument [Line Items] | |||
Interest rate | 3.40% | 3.40% | |
Principal amount | $ 500,000,000 | ||
Long-term debt | $ 499,797,000 | 499,677,000 | |
$500,000, 3.250% senior notes due 2025 | |||
Debt Instrument [Line Items] | |||
Interest rate | 3.25% | 3.25% | |
Principal amount | $ 500,000,000 | ||
Long-term debt | $ 499,197,000 | 499,026,000 | |
$750,000, 3.450% senior notes due 2027 | |||
Debt Instrument [Line Items] | |||
Interest rate | 3.45% | 3.45% | |
Principal amount | $ 750,000,000 | ||
Long-term debt | $ 746,674,000 | 746,464,000 | |
$500,000, 2.800% senior notes due 2030 | |||
Debt Instrument [Line Items] | |||
Interest rate | 2.80% | 2.80% | |
Principal amount | $ 500,000,000 | ||
Long-term debt | $ 496,111,000 | 495,959,000 | |
$1,000,000, 2.700% senior notes due 2031 | |||
Debt Instrument [Line Items] | |||
Interest rate | 2.70% | 2.70% | |
Principal amount | $ 1,000,000,000 | ||
Long-term debt | $ 991,880,000 | 991,600,000 | |
$500,000, 4.250% senior notes due 2045 | |||
Debt Instrument [Line Items] | |||
Interest rate | 4.25% | 4.25% | |
Principal amount | $ 500,000,000 | ||
Long-term debt | $ 495,432,000 | 495,378,000 | |
$500,000, 4.300% senior notes due 2047 | |||
Debt Instrument [Line Items] | |||
Interest rate | 4.30% | 4.30% | |
Principal amount | $ 500,000,000 | ||
Long-term debt | 493,621,000 | 493,554,000 | |
Alliance Healthcare debt | |||
Debt Instrument [Line Items] | |||
Long-term debt | 47,522,000 | 68,017,000 | |
Less current portion | 47,522,000 | 68,017,000 | |
Nonrecourse debt | |||
Debt Instrument [Line Items] | |||
Long-term debt | 158,489,000 | 147,782,000 | |
Less current portion | $ 45,460,000 | $ 73,650,000 |
Debt - Additional information (
Debt - Additional information (Details) - 3 months ended Dec. 31, 2023 | USD ($) | GBP (£) |
Multi-currency revolving credit facility due 2028 | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 2,400,000,000 | |
Commercial paper | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 2,400,000,000 | |
Debt instrument, term | 365 days | |
Amount outstanding | $ 0 | |
Receivables securitization facility due 2025 | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | 1,450,000,000 | |
Potential increase in receivables securitization facility | 250,000,000 | |
Revolving credit note | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | 75,000,000 | |
Overdraft facility due 2024 (£10,000) | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | £ | £ 10,000,000 | |
Money market facility | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 100,000,000 |
Stockholders' Equity and Earn_3
Stockholders' Equity and Earnings per Share - Additional Information (Details) - USD ($) shares in Thousands | 3 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Repurchase of common stock | $ 388,473,000 | $ 778,827,000 | |
Antidilutive securities excluded from earnings per share computation (shares) | 320 | 370 | |
March 2023 Share Repurchase Program | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Availability remaining under program | $ 423,500,000 | ||
Authorized amount under share repurchase program | $ 1,000,000,000 | ||
Repurchase of common stock (shares) | 2,000 | ||
Repurchase of common stock | $ 385,500,000 | ||
March 2023 Share Repurchase Program | WBA | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Repurchase of common stock (shares) | 1,300 | ||
Repurchase of common stock | $ 250,000,000 |
Stockholders' Equity and Earn_4
Stockholders' Equity and Earnings per Share - Weighted Average Number of Common Shares Outstanding (Details) - shares shares in Thousands | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Weighted average common shares outstanding - basic (shares) | 200,081 | 204,032 |
Dilutive effect of stock options and restricted stock units (shares) | 1,756 | 2,295 |
Weighted average common shares outstanding - diluted (shares) | 201,837 | 206,327 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | |
Related Party Transaction [Line Items] | |||
Revenues | $ 72,252,833 | $ 62,846,832 | |
Receivable from related party | 21,576,594 | $ 20,911,081 | |
Principal Owner | WBA | |||
Related Party Transaction [Line Items] | |||
Revenues | 18,100,000 | $ 16,200,000 | |
Receivable from related party | $ 7,500,000 | $ 8,100,000 | |
Principal Owner | AmerisourceBergen | WBA | |||
Related Party Transaction [Line Items] | |||
Ownership percentage (more than) | 10% |
Restructuring and Other Expen_3
Restructuring and Other Expenses - Schedule of Restructuring and Other Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | ||
Restructuring and employee severance costs | $ 11,294 | $ 3,320 |
Business transformation efforts | 24,722 | 12,920 |
Other, net | (1,575) | 0 |
Total restructuring and other expenses | $ 34,441 | $ 16,240 |
Legal Matters and Contingenci_2
Legal Matters and Contingencies (Details) $ in Thousands | Nov. 29, 2023 USD ($) | Sep. 30, 2023 USD ($) distributor state | Dec. 31, 2023 USD ($) claim |
Loss Contingencies [Line Items] | |||
Accrued litigation liability | $ 5,061,795 | $ 4,731,945 | |
MDL and Other Related State Court Litigation | |||
Loss Contingencies [Line Items] | |||
Total liability accrual | $ 5,400,000 | ||
MDL and Other Related State Court Litigation | Pending litigation | |||
Loss Contingencies [Line Items] | |||
Number of pending claims | claim | 4 | ||
MDL and Other Related State Court Litigation | Settled Litigation | |||
Loss Contingencies [Line Items] | |||
Settlement | $ 245,000 | $ 6,400,000 | |
Legal settlement term (in years) | 18 years | ||
Number of distributors | distributor | 3 | ||
Settlement amount, percentage | 50% | ||
Settlement amount | $ 245,000 | ||
MDL and Other Related State Court Litigation | Settled Litigation | Three Largest National Distributors | |||
Loss Contingencies [Line Items] | |||
Settling states | state | 48 | ||
Settlement percent of population | 99% | ||
Opioid Lawsuits and Investigations | |||
Loss Contingencies [Line Items] | |||
Total liability accrual | $ 5,500,000 | ||
Current estimate recorded in accrued expenses and other | $ 645,200 | ||
Accrued litigation liability | 4,700,000 | ||
Opioid Lawsuits and Investigations, Prepayment | |||
Loss Contingencies [Line Items] | |||
Current estimate recorded in accrued expenses and other | $ 100,000 | ||
Multidistrict Litigation (MDL) | Pending litigation | |||
Loss Contingencies [Line Items] | |||
Number of pending claims | claim | 2,000 |
Antitrust Settlements (Details)
Antitrust Settlements (Details) - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Gains from antitrust litigation settlements | $ 48.2 | $ 49.9 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Sep. 30, 2023 |
Fair Value | Level 1 Inputs | Money Market | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | $ 1,386 | $ 1,489 |
Fair Value | Level 2 Inputs | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 3,856.5 | 3,572.6 |
Recorded Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | $ 4,185.9 | $ 4,146.1 |
Business Segment Information -
Business Segment Information - Additional Information (Details) $ in Thousands | 3 Months Ended | |
Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | |
Segment Reporting Information [Line Items] | ||
Reportable segments | segment | 2 | |
Litigation and opioid-related credit | $ 78,917 | $ (12,706) |
Segment Reconciling Items | ||
Segment Reporting Information [Line Items] | ||
Litigation and opioid-related credit | 78,917 | $ (12,706) |
Segment Reconciling Items | Opioid Lawsuits and Investigations, Prepayment | ||
Segment Reporting Information [Line Items] | ||
Litigation and opioid-related credit | $ 92,200 |
Business Segment Information _2
Business Segment Information - Schedule Reportable and Operating Segment Disaggregated Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | $ 72,252,833 | $ 62,846,832 |
Operating Segments | U.S. Healthcare Solutions | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | 65,183,802 | 56,236,579 |
Operating Segments | U.S. Healthcare Solutions | Human Health | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | 63,898,165 | 55,076,613 |
Operating Segments | U.S. Healthcare Solutions | Animal Health | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | 1,285,637 | 1,159,966 |
Operating Segments | International Healthcare Solutions | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | 7,070,227 | 6,611,278 |
Operating Segments | International Healthcare Solutions | Alliance Healthcare | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | 5,725,564 | 5,460,691 |
Operating Segments | International Healthcare Solutions | Other Healthcare Solutions | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | 1,344,663 | 1,150,587 |
Intersegment eliminations | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | $ (1,196) | $ (1,025) |
Business Segment Information _3
Business Segment Information - Schedule of Reportable Segment Operating Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Total segment operating income | $ 822,875 | $ 633,143 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total segment operating income | 885,719 | 733,698 |
Operating Segments | U. S. Healthcare Solutions | ||
Segment Reporting Information [Line Items] | ||
Total segment operating income | 698,124 | 572,416 |
Operating Segments | International Healthcare Solutions | ||
Segment Reporting Information [Line Items] | ||
Total segment operating income | $ 187,595 | $ 161,282 |
Business Segment Information _4
Business Segment Information - Schedule of Reconciliation of Total Segment Operating Income to Income Before Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Total segment operating income | $ 822,875 | $ 633,143 |
Gains from antitrust litigation settlements | 48,200 | 49,900 |
LIFO credit (expense) | 48,445 | (25,050) |
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) |
Other income, net | (1,087) | (6,328) |
Interest expense, net | 40,564 | 46,016 |
Income before income taxes | 783,398 | 593,455 |
Operating Segments | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Total segment operating income | 885,719 | 733,698 |
Segment Reconciling Items | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
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) |