What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-11-26 compared with 2023-11-21 · 85 added, 107 removed, 177 unchanged (52% of the section changed)

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.

3 unchanged sentences

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.

References to "fiscal 2024," "fiscal 2023," and "fiscal 2022" refer to the fiscal years ended September 30, 2024, 2023, and 2022, respectively.

Industry Overview

Pharmaceutical sales in the United States, as recently estimated by IQVIA, an independent third-party provider of information to the pharmaceutical and healthcare industry, are expected to grow at a compound annual growth rate of approximately 7.9% from 2022 through 2027, and the growth rate is dependent, in part, on pharmaceutical manufacturer price increases.

Pharmaceutical sales in the United States, as recently estimated by IQVIA, an independent third-party provider of information to the pharmaceutical and healthcare industry, are expected to grow at a compound annual growth rate of approximat ely 8.2% from 2023 through 2028, an d the growth rate is dependent, in part, on pharmaceutical manufacturer price increases.

In addition to general economic conditions, factors that impact the growth of the pharmaceutical industry in the United States and other industry trends include:

Aging Population.

The number of individuals aged 65 and over in the United States is expected to exceed 68 million by 2027 and is the most rapidly growing segment of the population.

This age group suffers from more chronic illnesses and disabilities than the rest of the population and accounts for a substantial portion of total healthcare expenditures in the United States.

The number of individuals aged 65 and over in the United States is expected to excee d 69 million by 2028 and is the most rapidly growing segment of the population.

This age group suffers from more chronic illne sses and disabilities than the rest of the population and accounts for a substantial portion of total healthcare expenditures in the United States.

Introduction of New Pharmaceuticals.

6 unchanged sentences

We consider the increase in generic and biosimilar usage a favorable trend because generic and biosimilar pharmaceuticals have historically provided us with a greater gross profit margin opportunity than brand-name products, although their lower prices reduce revenue growth.

Generic pharmaceuticals currently account for approximately 90% of the prescription volume in the United States.

Generic pharmaceuticals currently account for approximate ly 90% of the prescription volume in the United States.

Increased Use of Drug Therapies.

In response to rising healthcare costs, governmental and private payors have adopted cost containment measures that encourage the use of efficient drug therapies to prevent or treat diseases.

While national attention has been focused on the overall increase in aggregate healthcare costs, we believe drug therapy has had a beneficial impact on healthcare costs by reducing expensive surgeries and prolonged hospital stays.

Pharmaceuticals currently account for approximately 15% of overall healthcare costs.

14 unchanged sentences

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 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.

human health distribution businesses, including specialty pharmaceuticals, anchor 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, such as those in ophthalmology.

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

4 unchanged sentences

We offer value-added services and solutions to assist healthcare providers and pharmaceutical manufacturers to improve their efficiency and their patient outcomes.

Services for manufacturers include:

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.

Services for manufacturers include 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:

13 unchanged sentences

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

We believe we are one of the largest providers of reimbursement services that assist pharmaceutical companies in supporting access to branded drugs.

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

We also provide outcomes research, contract field staffing, patient assistance and copay assistance programs, adherence programs, risk mitigation services, and other market access programs to pharmaceutical companies.

4 unchanged sentences

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.

It also is a 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.

1 unchanged sentence

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.

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.

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.

On November 5, 2024, we entered into an agreement to acquire Retina Consultants of America ("RCA").

Under the terms of the agreement, we will acquire RCA for cash based on an enterprise value of approximately $4.6 billion, subject to a customary working capital and net-debt adjustment.

RCA’s affiliated practices, physicians, and management will rollover a portion of their equity in RCA.

After giving effect to the rollover, a cash capitalization of RCA that we intend to make, and the payment of transaction fees and expenses, our expected cash outlay at closing would be approximately $4.3 billion.

At closing, we expect to hold approximately 85% ownership in RCA.

The agreement also provides for the potential payment of up to $500 million in aggregate contingent consideration in fiscal 2027 and fiscal 2028, subject to the successful completion of certain predefined business objectives.

We expect to fund the transaction through a combination of cash on hand and new debt financing and have obtained $3.3 billion in bridge financing commitments in connection with the transaction.

The transaction is subject to the satisfaction of closing conditions, including receipt of required regulatory approvals.

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

Operating Structure

9 unchanged sentences

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.

Healthcare Solutions reportable segment sells pharmaceuticals, vaccines, parasiticides, diagnostics, micro feed ingredients, and various

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

It also offers demand-creating sales force services to manufacturers.

3 unchanged sentences

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.

14 unchanged sentences

Our two largest customers, Walgreens Boots Alliance, Inc.

("WBA") and Express Scripts, Inc.

("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, 2023.

("WBA") and Evernorth Health Services (formerly Express Scripts, Inc.), accounted for approximately 26% and approximately 13%, respectively, of revenue in fiscal 2024.

Our top 10 customers, including governmental agencies and group purchasing organizations ("GPO"), represented approximately 66% of revenue in fiscal 2024.

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

Additionally, from time to time, significant contracts may be terminated in accordance with their terms or extended, renewed, or replaced prior to their expiration dates.

Additionally, from time to time, key contracts may be terminated in accordance with their terms or extended, renewed, or replaced prior to their expiration dates.

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

We obtain pharmaceutical and other products from manufacturers, none of which accounted for 10% or more of our purchases in the fiscal year ended September 30, 2023.

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

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 generally good.

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

The 10 largest suppliers in fiscal 2024 accounted for approximately 53% of our purchases.

Information Systems

2 unchanged sentences

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 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.

13 unchanged sentences

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.

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

Alliance Healthcare, MWI Animal Health, World Courier, 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.

8 unchanged sentences

Human Capital Resources

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.

As of September 30, 2023, we had approximately 46,000 employees, of which approximately 42,000 were full-time employees and approximately 37% were U.S.-based employees.

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

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

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.

Our success in the global marketplace depends on our ability to attract and retain a talented and skilled workforce.

We aspire to accelerate business results by fostering a diverse and inclusive workplace, where members of our global workforce are supported to perform at their full potential, contribute to our success, and have opportunities for professional development and career advancement.

As of September 30, 2024, we had more than 46,000 employees globally, of which approximately 42,000 were full-time employees and approximately 36% were U.S.-based employees.

As of September 30, 2024, approximately 28% of our global employees were covered by collective bargaining agreements, nearly all of whom were employees located outside of the United States.

Talent Development

We consider employee development to be a strategic priority.

We support employee growth and advancement by offering a variety of benefits to eligible full-time employees including, among others:

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

• Leadership and professional development programs and resources;

1 unchanged sentence

• Tuition reimbursement;

• 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 team member recognition program;

• Opportunities to volunteer and participate in mentorship and support programs, such as our employee resource groups ("ERGs"), which celebrate the shared backgrounds and experiences of our team members and aim to strengthen our intersecting communities inside and outside of Cencora;

• Recognition opportunities 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 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.

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 celebrate their individuality.

In fiscal 2024, we conducted our second annual Company-wide Employee Experience Survey to gauge employee satisfaction and identify areas in which we can enhance and improve employee experience.

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

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 respective communities in ways that are meaningful to them 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.

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.

Diversity, Equity, and Inclusion ("DEI")

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

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.

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.

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

We welcome and value diverse perspectives, cultures, backgrounds, and experiences, as we believe that they contribute to innovative solutions and accelerate progress.

Our fiscal 2024 DEI highlights included:

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

Approximately 51% of our U.S.

workforce self-identify as ethnically and/or racially diverse as of September 30, 2024.

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

• We deployed a "listening" strategy with the goal of gaining employee insights as we continued to leverage the Global Inclusion Index across our enterprise.

The Global Inclusion Index, which consisted of eight questions included in our Employee Experience Survey, used employee feedback to help us assess inclusion at the individual, team, and enterprise levels.

In fiscal 2024, more than 75% of our team members participated in the survey.

• Deployed a "learning" strategy as we implemented the Unlocking Inclusion training experience for team members to advance inclusion through their behaviors and advocacy.

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

◦ For Global Inclusion Day in October 2023, we hosted a live virtual gathering with team members to share and learn about our goals of building a stronger culture of inclusion, what drives a culture of inclusion.

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

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

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

During the event, global leaders from Cencora highlighted LGBTQ+ to our Company culture and in the communities in which we conduct business.

• We released our third annual DEI Report, which summarized our fiscal 2023 DEI progress and achievements.

With a specific focus on increasing transparency, the report highlighted, among other matters, our workforce demographics, the Global Inclusion Index survey results, and our ERG initiatives, as well as the contributions of our diverse workforce that foster innovation and position Cencora for continued growth.

• The DEI Global Council, which was created to establish and support Cencora's DEI goals, successfully launched and implemented a company-wide Digital Accessibility Mission Statement to advance internal team member and external stakeholder web accessibility experiences, where ERG leaders presented their diverse perspectives and experiences.

• Our eight ERGs hosted a number of events and activities during the year.

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

In 2024, for the second consecutive year, we earned a score of 100 on the Disability Equality Index, which is a joint initiative of Disability:IN and the American Association of People with Disabilities that measures disability inclusion in the workplace.

We also maintained a score of 100 on the Human Rights Campaign Corporate Equality Index for LBGTQ+ inclusive workplace, and our global inclusion journey was awarded four gold Brandon Hall Excellence Awards.

Competitive Compensation and Benefits

We are committed to ensuring equal opportunity and pay equity.

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

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:

• Modified promotional salary increase guidelines to help eliminate pay gaps;

• Removed questions about pay history in the recruiting and interviewing processes of external candidates;

• Adopted the practices of administering annual merit increases based on both performance and base pay within the pay range and making promotional salary increases based on market competitiveness and internal equity;

• Implemented annual assessments that identify potential pay gaps, with the goal of developing a plan to correct any identified pay gaps that are inexplicable.

Our comprehensive benefit and compensation package offers the following to all eligible full-time team members:

• Medical, dental, and vision care, life insurance and other income protection, a retirement plan with Company match, and a discounted employee stock purchase program;

• An employee assistance program with free counseling sessions and unlimited digital mental health support, tuition assistance (including scholarships for dependents), medical coverage for same and opposite gender domestic partners, and holidays and paid time off;

• Infertility coverage and family building counseling services, as well as reimbursement for adoption expenses;

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

• 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 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 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.

We are committed to helping our team members create healthier futures and this commitment includes offering competitive and comprehensive compensation and benefit packages tailored to the specific needs of our employee populations in the various countries where we have operations.

Recognizing the importance of investing in the health and wellness of our team members, our comprehensive benefits packages address the physical, emotional, financial, and social dimensions of wellness.

Our offerings, available to our global workforce, include (i) health and insurance benefits;

(ii) paid time off;

(iii) flexible work arrangements based on role;

(iv) retirement and employee stock purchase plans;

(v) paid parental and caregiver leave programs;

and (vi) back-up child and elder care.

We believe that these programs are vital in supporting our team members' overall well-being and professional growth.

We also have implemented processes that are designed to drive equitable pay decisions.

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.

In addition to utilizing a peer-to-peer safety program, we regularly convene our company leaders to review and evaluate safety data and issue operational excellence scorecards.

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

In addition to utilizing a peer-to-peer safety program, we regularly convene Company leaders to review and evaluate safety data and issue operational excellence scorecards.

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

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

4 unchanged sentences

Wholesale distributors of controlled substances must hold valid DEA licenses, meet various security and operating standards, and comply with regulations governing the sale, marketing, packaging, holding, and distribution of controlled substances.

We and our customers are subject to fraud and abuse laws, including the federal anti-kickback statute and False Claims Act.

The anti-kickback statute prohibits persons from soliciting, offering, receiving, or paying any remuneration in order to induce the purchasing, leasing, or ordering, induce a referral to purchase, lease, or order, or arrange for or recommend purchasing, leasing, or ordering items or services that are in any way paid for by Medicare, Medicaid, or other federal healthcare programs.

The False Claims Act prohibits knowingly submitting, or causing the submission, of false or fraudulent claims for payment to the government and authorizes treble damages and substantial civil penalties in the case of violations.

We and our customers are subject to fraud and abuse laws, including the federal anti-kickback statute and the False Claims Act.

The anti-kickback statute prohibits persons from soliciting, offering, receiving, or paying any remuneration in order to induce the purchasing, leasing, or ordering, or arrange for or recommend purchasing, leasing, or ordering items or services that are in any way paid for by Medicare, Medicaid, or other federal healthcare programs.

The False Claims Act prohibits knowingly submitting, or causing the submission, of false or fraudulent claims for payment to the government and authorizes

treble damages and substantial civil penalties in the case of violations.

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

5 unchanged sentences

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.

The standards, terms, and conditions established for licensure under this regulation would be applicable to both federal and state licenses.

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.

6 unchanged sentences

We are subject to various federal, state, and local environmental laws, including with respect to the sale, transportation, storage, handling, and disposal of hazardous or potentially hazardous substances, as well as laws relating to safe working conditions and laboratory practices.

The costs, burdens, and/or impacts of complying with federal and state regulations could be significant and the failure to comply with any such legal requirements could have a significant impact on our results of operations and financial condition.

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.

Data Privacy and Security Regulation

1 unchanged sentence

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.

These laws impose complex, stringent, and evolving privacy and security standards and potentially significant liability, including 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.

8 unchanged sentences

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