What changed in this filing

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Item 1. Business

2023-11-21 compared with 2022-11-22 · 99 added, 117 removed, 185 unchanged (54% of the section changed)

As used herein, the terms "Company," "AmerisourceBergen," "we," "us," or "our" refer to AmerisourceBergen Corporation, a Delaware corporation.

AmerisourceBergen is 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.

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

As used herein, the terms "Company," "Cencora," "we," "us," or "our" refer to Cencora, Inc., a Delaware corporation.

Cencora is 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.

More specifically, we distribute 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 located in the United States and select global markets, including acute care hospitals and health systems, independent and chain retail pharmacies, mail order pharmacies, medical clinics, long-term care and alternate site pharmacies, physician practices, medical and dialysis clinics, veterinarians, and other customers.

Additionally, we furnish healthcare providers and pharmaceutical manufacturers with an assortment of related services, including data analytics, outcomes research, reimbursement and pharmaceutical consulting services, niche premium logistics services, inventory management, pharmacy automation, pharmacy management, and packaging solutions.

Additionally, we furnish healthcare providers and pharmaceutical manufacturers with an assortment of related services, including data analytics, outcomes research, reimbursement and pharmaceutical consulting services (including regulatory affairs, development consulting and scientific affairs, pharmacovigilance, and quality management and compliance) niche premium logistics services, inventory management, pharmacy automation, pharmacy management, and packaging solutions.

Industry Overview

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Pharmaceutical manufacturers' continued emphasis on research and development is expected to result in the continuing introduction of cost-effective drug therapies and new uses for existing drug therapies.

Legislative Developments.

In 2010, the federal government enacted major health reform legislation designed to expand access to health insurance, which increased the number of people in the United States who are eligible to be reimbursed for all or a portion of prescription drug costs.

The health reform law provides for sweeping changes to Medicare and Medicaid policies (including drug reimbursement policies), expanded disclosure requirements regarding financial arrangements within the healthcare industry, enhanced enforcement authority to prevent fraud and abuse, and new taxes and fees on pharmaceutical and medical device manufacturers.

Subsequent legislation and rules promulgated by government agencies have made additional changes to federal drug payment policies.

These policies and other legislative developments (including potential revisions to or

repeal of any portions of the health reform legislation) may affect our businesses directly and/or indirectly (see Government Regulation a nd the risk factor titled Legal, regulatory, and legislative changes with respect to reimbursement, pricing, and contracting may adversely affect our business and results of operations, including through declining reimbursement rates for further details).

COVID-19 Pandemic.

In March 2020, the World Health Organization ("WHO") declared a global pandemic attributable to the outbreak and continued spread of COVID-19.

In connection with the mitigation and containment procedures recommended by the WHO and imposed by federal, state, and local governmental authorities, we implemented measures designed to keep our employees safe and address business continuity issues at our distribution centers and other locations.

We continue to evaluate and plan for the potential effects of any disruption and the related impacts on our revenue, results of operations, and cash flows.

These items include, but are not limited to, the financial condition of our customers and the realization of accounts receivable, changes in availability and demand for our products and services, changes in operating costs, and delays related to current and future projects.

While our operational and financial performance may be significantly impacted by COVID-19, it is not possible for us to predict the duration or magnitude of the outbreak and whether it could have a material adverse impact on the Company's financial position, results of operations, or cash flows (see Risk Factor - We face risks related to health epidemics and pandemics, and the ongoing spread of COVID-19 has had adverse effects on our business).

Other economic conditions and certain risk factors could adversely affect our business and prospects (see Item 1A.

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In our pharmaceutical distribution businesses, we are typically the primary supplier of pharmaceutical and related products to our healthcare provider customers.

We offer a broad range of services to our customers designed to enhance the efficiency and effectiveness of their operations, which allow them to improve the delivery of healthcare to patients and to lower overall costs in the pharmaceutical supply channel.

Our business strategy is focused on the global pharmaceutical supply channel where we provide distribution and value-added services to healthcare providers (primarily pharmacies, health systems, medical and dialysis clinics, physicians, and veterinarians) and pharmaceutical manufacturers to improve channel efficiencies and patient outcomes.

Our strategy is one of driving executional excellence in our core distributions solutions business in the U.S.

Our business strategy is focused on the global pharmaceutical supply chain where we provide distribution and value-added services to healthcare providers (primarily pharmacies, health systems, medical and dialysis clinics, physicians, and veterinarians) and pharmaceutical manufacturers to improve channel efficiencies and support positive patient outcomes.

Our strategy is one of driving executional excellence in our core distribution solutions business in the U.S.

and Internationally, while also investing in higher margin, high growth adjacencies where we provide solutions to pharmaceutical manufacturers to support the clinical development and commercialization of their therapies and support providers in driving efficiency and effectiveness of their operations.

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Healthcare Solutions businesses as we invest to improve our operating and capital efficiencies.

human health distribution businesses, including specialty pharmaceuticals, anchors our growth and position in the pharmaceutical supply channel as we provide superior distribution services and deliver value-added solutions, which improve the efficiency and competitiveness of both healthcare providers and pharmaceutical manufacturers, thus allowing the pharmaceutical supply channel to better deliver healthcare to patients.

human health distribution businesses, including specialty pharmaceuticals, anchors our growth and position in the pharmaceutical supply chain as we provide superior distribution services and deliver value-added solutions, which improve the efficiency and competitiveness of both healthcare providers and pharmaceutical manufacturers, thus allowing the pharmaceutical supply chain to better deliver healthcare to patients.

We are a leader in distribution and services to community oncologists and have leading positions in other physician-administered products.

We distribute plasma and other blood products, injectable pharmaceuticals, vaccines, and other specialty products.

We are well positioned to service and support biotechnology therapies, including biosimilars, expected to be coming to market in the near future.

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

We have introduced strategies to enhance our position in the generic marketplace, including our generic product private label program based in Ireland.

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Services for manufacturers include:

assistance with rapid new

product launches, promotional and marketing services to accelerate product sales, product data reporting, market access and health economics consulting, patient support programs, and logistical support.

assistance with new product launches, promotional and marketing services to accelerate product sales, product data reporting, market access and health economics consulting, patient support programs, and logistical support.

Our provider solutions include:

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We also offer services that optimize patient access and provide purchasing power to providers.

We believe we have one of the lowest operating cost structures among all pharmaceutical distributors.

We believe we have one of the lowest operating cost structures among pharmaceutical distributors.

Our robust distribution facility network includes a national distribution center in Columbus, OH, which offers pharmaceutical manufacturers a single shipping destination.

We continue to seek opportunities to achieve increased productivity and operating income gains as we invest in and continue to implement warehouse automation technology, adopt "best practices" in warehousing activities, and increase operating leverage by increasing volume per full-service distribution facility.

We continue to seek opportunities to achieve increased productivity and drive operating income gains as we invest in and continue to implement warehouse automation technology, adopt "best practices" in warehousing activities, and increase operating leverage by increasing volume per full-service distribution facility.

We continue to seek opportunities to expand our offerings in our human health distribution businesses.

Our animal health business 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 its customers a variety of value-added services, including its e-commerce platform, technology management systems, pharmacy fulfillment, inventory management system, equipment procurement consultation, special order fulfillment, and educational seminars, which we believe closely integrate the animal health business with its customers' day-to-day operations and provide them with meaningful incentives to remain customers.

and educational seminars, which we believe closely integrate the animal health business with its customers' day-to-day operations and provide them with meaningful incentives to remain customers.

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

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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 also is a leading global specialty transportation and logistics provider for the biopharmaceutical industry.

It is a leading global specialty transportation and logistics provider for the biopharmaceutical industry.

It also is 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.

The Canada business drives innovative partnerships with manufacturers, providers, and pharmacies to improve product access and efficiency throughout the healthcare supply chain.

• Acquisitions.

• Acquisitions and Investments.

In order to grow our core strategic offerings and to enter related markets, we have acquired and invested in businesses and will continue to consider additional acquisitions and investments.

In September 2022, we entered into a definitive agreement to acquire PharmaLex Holding GmbH (“PharmaLex”), a leading provider of specialized services for the life sciences industry, for €1.28 billion in cash, subject to customary adjustments.

We acquired and assumed control of PharmaLex Holding GmbH ("PharmaLex") effective January 1, 2023 for $1.473 billion.

PharmaLex is a leading provider of specialized services for the life sciences industry.

PharmaLex's services include regulatory affairs, development consulting and scientific affairs, pharmacovigilance, and quality management and compliance.

The acquisition will advance our role as a partner of choice for biopharmaceutical manufacturers by enhancing our global portfolio of solutions to support manufacturer partners across the pharmaceutical development and commercialization journey.

PharmaLex will be a component of our International Healthcare Solutions reportable segment.

The acquisition is expected to close by March 2023 and is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals.

PharmaLex is headquartered in Germany and operates in over 30 countries.

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

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

In June 2023, we and TPG, a global alternative asset management firm, acquired OneOncology, LLC ("OneOncology"), a network of leading oncology practices.

Including all direct transaction costs, we invested $718.4 million (representing 34.9%) in a joint venture formed to acquire OneOncology for approximately $2.1 billion, and TPG acquired the majority interest in the joint venture.

We account for our interest in the joint venture as an equity method investment.

• Divestitures.

In order to allow us to concentrate on our strategic focus areas, we have divested certain non-core businesses and may, from time to time, consider additional divestitures.

We completed the sales of non-core subsidiaries in the fiscal year ended September 30, 2022 and received total proceeds $272.6 million, subject to final working capital adjustments.

We divested certain non-core subsidiaries in the fiscal years ended September 30, 2023 and 2022.

Operating Structure

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Healthcare Solutions and International Healthcare Solutions.

Healthcare Solutions consists of the legacy Pharmaceutical Distribution Services reportable segment (excluding Profarma), MWI Animal Health, Xcenda, Lash Group, and ICS 3PL.

International Healthcare Solutions consists of Alliance Healthcare, World Courier, Innomar, Profarma, and Profarma Specialty (until it was divested in June 2022).

Profarma had previously been included in the Pharmaceutical Distribution Services reportable segment.

Healthcare Solutions Segment

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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.

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.

Our animal health business also offers demand-creating sales force services to manufacturers.

International Healthcare Solutions

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.

It also is a leading global specialty transportation and logistics provider for the biopharmaceutical industry.

It is a leading global specialty transportation and logistics provider for the biopharmaceutical industry.

In Canada, the business drives innovative partnerships with manufacturers, providers, and pharmacies to improve product access and efficiency throughout the healthcare supply chain.

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Healthcare Solutions' sales force is led nationally, with geographic focus and specialized by either healthcare provider type or size.

Customer service representatives are centralized in order to respond to customer needs in a timely and effective manner.

Customer service representatives are centralized to respond to customer needs in a timely and effective manner.

Healthcare Solutions also has support professionals focused on its various technologies and service offerings.

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("Express Scripts"), accounted for approximately 26% a nd approximately 14% , respectively, of revenue in the fiscal year ended September 30, 2023.

Our top 10 customers, including governmental agencies and group purchasing organizations ("GPO"), represented

approximately 66% of revenue in the fiscal year ended September 30, 2022.

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

The loss of any major customer or GPO relationship could adversely affect future revenue and results of operations.

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The loss of a supplier could adversely affect our business if alternate sources of supply are unavailable since we are committed to be the primary source of pharmaceutical products for a majority of our customers.

We believe that our relationships with our suppliers are strong.

We believe that our relationships with our suppliers are generally good.

The 10 largest suppliers in fiscal year ended September 30, 2023 accounted for approximately 48% of our purchases.

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Healthcare Solutions’ ERP system provides for, among other things, electronic order entry by customers, invoice preparation and purchasing, and inventory tracking.

Our International Healthcare Solutions operating segment operates the majority of its businesses on their own operating systems.

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

We also continue to invest in cybersecurity capabilities as a key priority.

Additionally, we are improving our entity-wide infrastructure environment to drive efficiency, capabilities, and speed to market.

Our International Healthcare Solutions operating segment operates under various operating systems.

We continue to make investments to enhance and

upgrade the operating systems utilized by our International Healthcare Solutions operating segments, including, but not limited to, Alliance Healthcare.

We also continue to invest in cybersecurity capabilities as a key priority to improve and enhance our cyber resiliency.

Additionally, we continue to improve our entity-wide infrastructure environment to drive efficiency, capabilities, and speed to market.

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

We will continue to invest in advanced information systems and automated warehouse technology.

For example, in an effort to comply with future pedigree and other supply chain custody requirements (see Risk Factor - Increasing governmental efforts to regulate the pharmaceutical supply channel may increase our costs and reduce our profitability) , we expect to continue to make significant investments in our secure supply chain information systems.

Healthcare Solutions has made significant investments in its electronic ordering systems.

Healthcare Solutions’ systems are intended to strengthen customer relationships by helping customers to reduce operating costs, and by providing them a platform for a number of basic and value-added services, including product demand data, inventory replenishment, single-source billing, third-party claims processing, real-time price and incentive updates, and price labels.

Healthcare Solutions’ systems are intended to strengthen customer relationships by helping customers to reduce operating costs, and by providing them a platform for various basic and value-added services, including product demand data, inventory replenishment, single-source billing, third-party claims processing, real-time price and incentive updates, and price labels.

Healthcare Solutions processes a substantial portion of its purchase orders, invoices, and payments electronically, and it continues to make substantial investments to expand its electronic interface with its suppliers.

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In addition, we compete with manufacturers who sell directly to customers, chain drugstores who manage their own warehousing, specialty distributors, and packaging and healthcare technology companies.

Our consulting businesses, World Courier, MWI, and Alliance Healthcare also face competition from a variety of businesses.

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

In all areas, competitive factors include price, product offerings, value-added service programs, service and delivery, credit terms, and customer support.

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We generally seek to protect such intellectual property through a combination of trade secret, patent and copyright laws, and through confidentiality and other contractually imposed protections.

We hold patents and have patent applications pending that relate to certain of our products, particularly our automated pharmacy dispensing equipment, our medication and supply dispensing equipment, certain warehousing equipment, and some

of our proprietary packaging solutions.

We seek patent protection for our proprietary intellectual property from time to time as appropriate.

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Human Capital Resources

Our ability to succeed in the global marketplace directly depends on attracting and retaining a talented and skilled workforce.

Our ability to succeed in the global marketplace depends on attracting and retaining a talented and skilled workforce.

We aspire to accelerate business results by fostering a diverse and an inclusive workplace, where all members of our global talent are supported and inspired to perform at their full potential and contribute to our success as their authentic selves.

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

Individuals who self-identify as female make up the majority of AmerisourceBergen’s global workforce and Executive Management Committee, at 51% and 57%, respectively.

Additionally, 50% of our U.S.

workforce are individuals who self-identify as ethnically and/or racially diverse.

We currently have two directors who self-identify as ethnically and/or racially diverse, and we currently have three directors who self-identify as female.

In addition, the Company announced the election of a new female director, effective January 1, 2023.

As of September 30, 2023, individuals who self-identify as female made up the majority of Cencora’s global workforce and Executive Management Committee, at 52% and 57%, respectively.

Additionally, as of September 30, 2023, 52% of our U.S.

workforce were individuals who self-identify as ethnically and/or racially diverse.

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

Talent Development

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• Opportunities to volunteer and participate in mentorship and support programs such as our employee resource groups ("ERGs");

• Recognition for excellence, such as our annual Pursuit of Purpose awards and True Blue associate recognition program;

• Recognition for excellence, such as our annual Pursuit of Purpose awards and True Blue team member recognition program;

• Personalized learning and skill-building programs offered through our global learning experience platform.

Importantly, we continue to make meaningful investments in supporting and building our talent and enhancing our culture.

In fiscal 2022, we conducted an Employee Experience survey across the Company as a means to gauge employee satisfaction and identify areas in which we can enhance and improve employee experience.

In fiscal 2023, we conducted an Employee Experience survey across the Company to gauge employee satisfaction and identify areas in which we can enhance and improve employee experience.

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

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

We introduced our leadership model, which emphasizes people, collaboration, innovation, and purpose, to our team members in fiscal 2021 through a series of experiential learning programs.

In fiscal year 2022, we continued to embed the Leadership Competency Model into our enterprise learning programs, talent processes, succession planning and leadership development.

The ultimate goal of our leadership competency model is to help us unlock the full potential of our people and build the new skills and behaviors we need to achieve our enterprise strategy.

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

Our talent development programs are designed to help provide a supportive and engaging work environment where team members can excel, while remaining authentic and empowered to share their unique perspectives and experiences.

Diversity, Equity, and Inclusion ("DEI")

At AmerisourceBergen, we are committed to fostering a global workplace that values diversity, equity, and inclusion by creating pathways for every team member to thrive, making a positive impact on our communities, and continuously enhancing our transparency and accountability.

Our long-term DEI strategy is focused on four critical dimensions — people, culture, progress, and community — and is grounded in deep organizational insights, our people data, and industry research and benchmarks.

In pursuit of this strategy, in 2022, we:

• Refreshed the membership and mission of AmerisourceBergen’s DEI Global Council (the “DEI Council”) by expanding the membership of the DEI Council to include the Chair of each ERG and revising the DEI Council’s mission to specifically include identifying and amplifying areas of opportunity to advance our global diversity, equity, and inclusion strategy.

• Published a dedicated DEI Summary Report on the Company’s website that highlights content from our Environmental, Social and Governance report, as a means to underscore our commitment to DEI, build trust and accountability through enhanced transparency, and monitor progress on our DEI goals.

• Conducted the first Employee Experience Survey to, among other things, measure inclusion in our global culture.

• Launched a Global Inclusion campaign, which includes a robust communication plan and action-oriented learning assets to empower our team members and inform inclusive leadership.

In addition to the foregoing, we offered a number of DEI programs and initiatives in fiscal 2022, including celebrating global inclusion in partnership with our ERGs by holding two global events:

International Women’s Day in March and Pride Month in June.

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

• Hosted three global celebrations to unite our team members around the world and foster our inclusive culture.

◦ For Pride Month, we co-hosted a global event with the LGBTAllies ERG.

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

◦ For International Women’s Day, we co-hosted a global event with the Women’s Impact Network (WIN) ERG.

Global leaders from Cencora and a keynote speaker from the United Nations Foundation shared the important work we are doing to advance gender equality with more than 1,700 attendees from 37 countries joining the celebration.

◦ We gathered over 2,300 team members representing 26 countries to celebrate our global inclusion journey during a live, virtual event.

Together, we learned about what drives a culture of inclusion and how we can all be more inclusive.

• Released our second annual DEI Report, which represented our DEI achievements from fiscal 2022 with a specific focus on increasing transparency around our highly inclusive, global culture, as well as the diversity among our people that enables innovation and growth.

• Launched a new required training to support all team members in having the tools and knowledge to activate inclusion in alignment with our fiscal 2023 enterprise goals.

• Connected with more than 400 people in the International Business Group (IBG) to host listening sessions about team members’ experiences, perspectives on DEI, and ideas on how we can continuously improve our highly inclusive, global culture and host DEI and business-integration workshops for senior leaders and HR professionals.

In addition to the foregoing, our DEI Global Council:

• Assessed our company’s baseline accessibility across our digital ecosystem to identify areas of opportunity and shared year-to-date contributions in strengthening our commitment to disability inclusion, which culminated in the recognition of our organization as a Best Place to Work for Disability Inclusion by Disability:IN.

• Supported the integration of DEI strategies across our HR Shared Services and Legal teams through the creation of a manager guide for disability accommodations under the American with Disabilities Act.

• Enhanced the voluntary self-ID options in our human capital management software by adding gender identity and pronouns to be more inclusive of our transgender and nonbinary team members.

• Supported the launch of a pilot program that focuses on developing talent through management accelerators for Black/African American, Hispanic/Latino, and Asian American Pacific Islander leaders.

Our eight ERGs also hosted numerous events and activities to celebrate the shared backgrounds and experiences that our team members have in common, with the goal of giving everyone at Cencora a greater sense of belonging.

We are proud that our DEI efforts continue to be recognized.

The Human Rights Campaign awarded the Company a perfect score of 100% on its Corporate Equality Index for the fifth consecutive year and also listed us as one of the “Best Places to Work for LGBTQ+ Equality.”

In 2023, we scored 100 on the Disability Equality Index, which is a joint initiative of Disability:IN and the American Association of People with Disabilities that measures disability inclusion in the workplace.

Competitive Compensation and Benefits

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We have implemented processes that are designed to drive equitable pay decisions and eliminate unexplained pay inequities.

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

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

As a result of these efforts, we have:

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

• Effective January 1, 2023, a minimum of twelve weeks of paid parental leave following birth, adoption, or surrogacy for both parents.

We offer postpartum support and return-to-work assistance, including on-site lactation rooms and flexible work arrangements, such as flex hours.

For nursing moms who travel for work, we offer a service to ship breast milk back to their homes.

We also offer back-up child and elder care, plus discounts on services, such as childcare, saving for college, and tutoring.

Beginning in 2023, we will offer two weeks of paid caregiver leave to care for a family member who has a serious health condition.

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

• Two weeks of paid caregiver leave to care for a family member who has a serious health condition;

• Back-up child and elder care, plus discounts on services, such as childcare, saving for college, and tutoring.

We also believe it is important to invest in the health and wellness of our team members.

Our myWellbeing program focuses on the physical, emotional, financial, and social aspects of wellness.

Team members can earn points towards a reduction in health insurance premium costs by completing activities, such as monthly challenges, financial training, and getting preventive exams and screenings.

Team members can earn points towards a reduction in health insurance premium costs by completing activities, such as monthly challenges and getting preventive exams and screenings.

We also offer diabetes, weight management, and musculoskeletal programs for team members and their dependents.

To help team members navigate the often-confusing healthcare system, we provide a navigation and advocacy service to assist in finding the right care, obtaining a medical second opinion, and understanding confusing medical bills.

In fiscal 2022, when we initiated our return-to-office protocol, we adopted WorkSmart, a principled work-from-home flexibility program for those team members whose work does not require them to be at one of our physical locations.

WorkSmart is based our philosophy and approach to employee satisfaction and provides team members flexibility in how and where work is completed.

Safety and COVID-19

To help team members navigate the healthcare system, we provide a navigation and advocacy service to assist in finding the right care, obtaining a medical second opinion, and understanding medical bills.

WorkSmart, our principled workplace flexibility framework, informs how we work within our global organization.

It has helped us win in the talent marketplace by broadening the diversity of our talent pools, driving higher levels of inclusion, and fostering a strong culture of trust and collaboration.

We are committed to flexibility to best serve our customers and as a global driver of our employee experience, which differs in its application based upon unique country, culture, and regulatory requirements.

Team Member Health and Wellbeing

Our aim is to create a positive work environment where everyone can thrive and find opportunities to grow, learn, and pursue their passions while contributing to our purpose to create healthier futures.

We are committed to the safety and wellbeing of our team members.

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Distribution center team members receive training on proper safety procedures and incentive opportunities, with safety performance tracked and shared across the organization.

In connection with prioritizing safety, we continue to follow clinical and regulatory guidance as it relates to the COVID-19 pandemic.

We continuously monitor guidance on COVID-19 safety and look for ways to enhance our safety protocols.

To further support our team members during the COVID-19 pandemic, we enhanced our benefit offerings (which are discussed above) to provide greater access to mental health telemedicine, additional paid time off for those needing to self-quarantine or care for a family member, and access to mindfulness videos and other wellness resources.

Additionally, team members whose household income was impacted, such as by a spouse experiencing job loss, were offered financial support through the AmerisourceBergen Associate Assistance Fund.

Additionally, the Cencora Team Assistance Fund exists to help employees who are experiencing extreme financial hardship due to a catastrophic event outside of their control.

Government Regulation

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The fraud and abuse laws and regulations are broad in scope and are subject to frequent and varied interpretation.

In recent years, some states have passed or proposed laws and regulations that are intended to protect the safety of the pharmaceutical supply channel.

In recent years, some states have passed or proposed laws and regulations that are intended to protect the safety of the pharmaceutical supply chain.

These laws and regulations are designed to prevent the introduction of counterfeit, diverted, adulterated, or mislabeled pharmaceuticals into the distribution system.

At the federal level, the supply chain security legislation known as the Drug Quality and Security Act ("DQSA") became law in 2013.

Title II of the DQSA, known as the Drug Supply Chain Security Act (“DSCSA”), establishes federal traceability standards requiring drugs to be labeled and tracked at the lot

level, preempts state drug pedigree requirements, and requires all supply-chain stakeholders to participate in an electronic, interoperable prescription drug traceability system.

Title II of the DQSA, known as the Drug Supply Chain Security Act ("DSCSA"), establishes federal traceability standards requiring drugs to be labeled and tracked at the lot level, preempts state drug pedigree requirements, and requires all supply-chain stakeholders to participate in an electronic, interoperable prescription drug traceability system.

The DSCSA also establishes requirements for drug wholesale distributors and third-party logistics providers, including licensing requirements applicable in states that had not previously licensed third-party logistics providers.

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

The FDA issued a proposed rule on February 4, 2022, which, when finalized, will establish national standards for the licensure of wholesale drug distributors and third-party logistics providers.

Eventually, many comparable state

agencies will promulgate implementing regulations governing wholesale distributor and third-party logistics providers.

There can be no assurance that we are fully compliant with DQSA requirements, or with additional related state regulatory and licensing requirements, and any failure to comply may result in suspension or delay of certain operations and additional costs to bring our operations into compliance.

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See "Risk Factors" for a discussion of additional legal and regulatory developments, as well as enforcement actions or other litigation that may arise out of our failure to adequately comply with applicable laws and regulations that may negatively affect our results of operations and financial condition.

Health Information and Privacy Practices

The Health Information Portability and Accountability Act of 1996 (“HIPAA”) and its implementing regulations set forth privacy and security standards designed to protect the privacy of and provide for the security of protected health information, as defined under the HIPAA regulations.

Some of our businesses collect, maintain, and/or access protected health information and are subject to the HIPAA regulations.

Our operations, depending on their location, may also be subject to state or foreign regulations affecting personal data protection and the manner in which information services or products are provided.

Significant criminal and civil penalties may be imposed for violation of HIPAA standards and other such laws.

We have a HIPAA compliance program to facilitate our ongoing efforts to comply with the HIPAA regulations.

The Health Information Technology for Economic and Clinical Health Act (“HITECH Act”) strengthened federal privacy and security provisions governing protected health information.

Among other things, the HITECH Act expanded certain aspects of the HIPAA privacy and security rules, imposed new notification requirements related to health data security breaches, broadened the rights of the U.S.

Department of Health and Human Services (“HHS”) to enforce HIPAA, and directed HHS to publish more specific security standards.

In January 2013, the Office for Civil Rights of HHS published the HIPAA omnibus final rule (“HIPAA Final Rule”), which amended certain aspects of the HIPAA privacy, security, and enforcement rules pursuant to the HITECH Act, extending certain HIPAA obligations to business associates and their subcontractors.

Certain components of our business act as “business associates” within the meaning of HIPAA and are subject to these additional obligations under the HIPAA Final Rule.

Some of our businesses collect, maintain, and/or access other personal information (including sensitive personal information) that is subject to federal and state laws protecting such information, in addition to the requirements of HIPAA, the HITECH Act, and the implementing regulations.

Personal information is also highly regulated in many other countries in which we operate and many of these laws place restrictions on the transfer of personal information to other jurisdictions.

As such regulations continue to evolve, we must comply with applicable privacy and security requirements of these countries, including but not limited to those in the European Union and the United Kingdom.

Most notably certain aspects of our business are subject to the European Union’s General Data Protection Regulation (“GDPR”) which became effective on May 25, 2018, the UK GDPR and the UK Data Protection Act of 2018, the California Consumer Protection Act (“CCPA”), which became effective on January 1, 2020, and Brazil’s General Data Protection Law (Lei Geral de Proteção de Dados Pessoais) – Law No.

13,709/208 (“LGPD”) which became effective in August 2020.

On November 3, 2020, the California Privacy Rights Act of

2020 (“CPRA”), which amends the CCPA and adds new privacy protections that will become effective on January 1, 2023, was enacted through a ballot initiative.

Similarly, Virginia (the Virginia Consumer Data Protection Act, effective on January 1, 2023), Colorado (the Colorado Privacy Act, effective on July 1, 2023), Connecticut (the Connecticut Data Privacy Act, effective on July 1, 2023), and Utah (the Utah Consumer Privacy Act, effective December 31, 2023) have also enacted similarly situated data protection laws.

Other states and countries continue to enact similar legislation.

We have implemented a privacy and information security compliance program to facilitate our ongoing efforts to comply with the applicable privacy laws and regulations.

There can be no assurances that compliance with these requirements will not impose new costs on our business.

Data Privacy and Security Regulation

Our businesses, depending upon their operations and locations, may be subject to foreign, federal, and local privacy and security laws concerning the collection, use, analysis, retention, storage, protection, transfer, disclosure, and/or disposal of individually identifiable information including, without limitation, the Health Insurance Portability and Accountability Act of 1996, as amended by the final regulations promulgated pursuant to the Health Information Technology for Economic and Clinical Health Act ("HITECH Act") found in the American Recovery and Reinvestment Act of 2009 (collectively, “HIPAA”), the General Data Protection Regulation (“GDPR”), the Personal Information Protection and Electronic Documents Act of 2000 (“PIPEDA”), and U.S.

state and Canadian provincial privacy, consumer protection, and breach notification laws.

These laws impose complex, stringent, and evolving privacy and security standards and potentially significant liability and criminal and civil penalties for noncompliance.

We have a global privacy compliance program to facilitate our ongoing efforts to comply with data privacy and security regulations.

Available Information

For more information about us, visit our website at www.amerisourcebergen.com .

The contents of the website are not part of this Form 10-K.

Our electronic filings with the Securities and Exchange Commission (including all Forms 10-K, 10-Q, and 8-K, and any amendments to these reports) are available free of charge through our website at investor.amerisourcebergen.com immediately after we electronically file with or furnish them to the Securities and Exchange Commission and may also be viewed using their website at www.sec.gov .

The Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are filed with the U.S.

Securities and Exchange Commission (the “SEC”).

Such reports and other information filed or furnished by the Company with the SEC are available free of charge through our website at investor.cencora.com after we electronically file with or furnish them to the SEC, and may also be viewed using the SEC’s website at www.sec.gov .

The Company periodically provides certain information for investors on its corporate website, www.cencora.com , and its investor relations website, investor.cencora.com .

This includes press releases and other information about financial performance, information on environmental, social and governance matters, and details related to the Company’s annual meeting of stockholders.

The information contained on the websites referenced in this Form 10-K is not incorporated by reference into this filing.

Further, the Company’s references to website URLs are intended to be inactive textual references only.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business