What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-11-25 compared with 2024-11-26 · 305 added, 232 removed, 957 unchanged (36% of the section changed)

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(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosure to which they relate.

Legal Matters and Contingencies - Opioid Lawsuits and Investigations

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Auditing management’s judgments related to unsettled cases was challenging due to the significant judgment applied in determining the likelihood of resolution of matters through settlement or litigation and the magnitude of the liability.

In addition, auditing management's estimate of the amount of income tax benefit related to the Company's uncertain tax positions is challenging because the evaluation of the technical merits of income tax benefits that qualify for a deduction related to the opioid litigation and investigations requires significant judgment.

In addition, auditing management’s estimate of the amount of income tax benefit related to the Company’s uncertain tax positions is challenging because the evaluation of the technical merits of income tax benefits that qualify for a deduction related to settled opioid lawsuits requires significant judgment.

How We Addressed the Matter in Our Audit

We tested the Company’s internal controls that address the risks of material misstatement related to the completeness and presentation and disclosure of the opioid litigation and investigations liability and related uncertain tax position.

This included testing controls related to the Company’s process for identification, recognition, completeness, and disclosure of the opioid litigation and testing controls related to the Company’s process to assess the technical merits of its tax position, including the Company’s assessment as to the amount of benefit that is more likely than not to be realized upon ultimate settlement with taxing authorities.

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Based on the Company’s assessment, the estimated fair value of the reporting unit was determined to be less than its carrying value.

As a result, a pre-tax goodwill impairment charge of $418 million was recognized.

A pre-tax goodwill impairment charge of $723.9 million was recognized, resulting in the PharmaLex reporting unit goodwill being fully impaired as of September 30, 2025.

Auditing the Company’s goodwill impairment assessment for the PharmaLex reporting unit was complex and highly judgmental due to the significant judgments and estimation required by management in determining the fair value of the reporting unit, which is based on assumptions about future market or economic conditions and company-specific qualitative factors whose outcome is uncertain and will therefore be subject to change over time.

In particular, the fair value estimate of the reporting unit involves the use of significant unobservable inputs and is sensitive to changes in significant assumptions, such as the revenue growth rate, discount rate and earnings before interest, taxes, depreciation and amortization ("EBITDA") margin.

In particular, the fair value estimate of the reporting unit involves the use of significant unobservable inputs and is sensitive to changes in significant assumptions, such as the discount rate and earnings before interest, taxes, depreciation and amortization (“EBITDA”) margin.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s annual goodwill impairment assessment process, which included the PharmaLex reporting unit.

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We compared the significant assumptions used by the Company to forecasted industry and economic trends and peer company information.

We performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting unit that would result from changes in the assumptions.

We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting unit that would result from changes in the assumptions.

We also involved valuation specialists to assist in our evaluation of the overall methodologies and significant assumptions used in the fair value estimate, including performing a comparative calculation of the discount rate.

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Right to recover assets 1,625,817 1,175,871

Income tax receivable

88,229 77,120

Prepaid expenses and other 539,339 538,646

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stockholders’ equity 1,508,019 645,938

Noncontrolling interest 140,804 144,284

Noncontrolling interests 239,066 140,804

Total stockholders’ equity 1,747,085 786,742

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Goodwill impairment 723,884 418,000 —

Asset impairment — — 4,946

Operating income 2,628,601 2,175,249 2,340,731

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Net income $ 1,567,814 $ 1,519,273 $ 1,732,576

Other comprehensive income (loss):

Other comprehensive income:

Foreign currency translation adjustments 91,788 405,099 353,439

Other, net 6,027 ( 272 ) 33,395

Total other comprehensive income (loss) 404,827 386,834 ( 1,421,831 )

Total other comprehensive income 97,815 404,827 386,834

Total comprehensive income 1,665,629 1,924,100 2,119,410

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Net income (loss) — — 1,745,293 — — ( 12,717 ) 1,732,576

Other comprehensive loss — — — ( 1,385,528 ) — ( 36,303 ) ( 1,421,831 )

Other comprehensive income (loss) — — — 428,363 — ( 41,529 ) 386,834

Cash dividends, $ 1.94 per share

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September 30, 2023 2,948 5,844,578 4,324,187 ( 1,402,607 ) ( 8,247,103 ) 144,284 666,287

Net income (loss) — — 1,745,293 — — ( 12,717 ) 1,732,576

Net income — — 1,509,120 — — 10,153 1,519,273

Other comprehensive income (loss) — — — 413,489 — ( 8,662 ) 404,827

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— — — — ( 63,500 ) — ( 63,500 )

Divestiture of business — — — — — ( 76,957 ) ( 76,957 )

Other, net 10 378 — — — ( 4,971 ) ( 4,583 )

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Net income — — 1,554,169 — — 13,645 1,567,814

Other comprehensive income (loss) — — — 413,489 — ( 8,662 ) 404,827

Other comprehensive income — — — 87,740 — 10,075 97,815

Cash dividends, $ 2.20 per share

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— — — — ( 77,783 ) — ( 77,783 )

Acquisitions — — — — — 74,711 74,711

Other, net 8 ( 3,580 ) — — — ( 169 ) ( 3,741 )

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AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOW

CONSOLIDATED STATEMENTS OF CASH FLOWS

Fiscal Year Ended September 30,

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Provision for credit losses 63,306 40,834 54,389

(Benefit) provision for deferred income taxes ( 102,324 ) ( 118,864 ) 196,184

Provision (benefit) for deferred income taxes 59,864 ( 102,324 ) ( 118,864 )

Share-based compensation expense 147,963 147,998 124,624

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Impairment of assets, including goodwill 837,378 418,000 —

Gain on divestiture of businesses — ( 40,665 ) ( 56,228 )

Loss (gain) on divestiture of businesses 35,539 — ( 40,665 )

Turkey highly inflationary impact 55,519 55,309 95,938

Loss (gain) on remeasurement of equity investments 16,201 ( 242 ) ( 4,834 )

Adjustments to RCA equity units (Note 2) 121,666 — —

Adjustments to contingent consideration (Note 2) 19,550 — —

(Gain) loss on remeasurement of equity investment ( 14,058 ) 16,201 ( 242 )

Gain on divestiture of equity investment ( 12,838 ) — —

Other, net ( 33,548 ) 24,032 3,593

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Inventories ( 1,269,429 ) ( 1,479,599 ) ( 2,183,368 )

Income tax receivable ( 11,109 ) 102,201 49,307

Prepaid expenses and other assets 173,857 156,672 211,242

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Non-customer note receivable ( 34,814 ) ( 50,000 ) —

Proceeds from divestiture of businesses — — 272,586

Other, net 17,374 19,278 9,004

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FINANCING ACTIVITIES

Senior notes and other loan borrowings 688,321 157,547 155,189

Senior notes and other loan repayments ( 662,525 ) ( 811,353 ) ( 1,238,954 )

Senior notes and loan borrowings 4,508,482 688,321 157,547

Senior notes and loan repayments ( 1,280,615 ) ( 662,525 ) ( 811,353 )

Borrowings under revolving and securitization credit facilities 132,134,224 69,703,045 78,218,439

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Other, net ( 25,352 ) ( 12,347 ) ( 9,413 )

NET CASH USED IN FINANCING ACTIVITIES ( 2,330,994 ) ( 2,222,278 ) ( 1,752,780 )

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 2,249,114 ( 2,330,994 ) ( 2,222,278 )

EFFECT OF EXCHANGE RATE CHANGES ON CASH, CASH EQUIVALENTS, AND RESTRICTED CASH ( 50,272 ) 9,396 72,759

INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, INCLUDING CASH CLASSIFIED WITHIN ASSETS HELD FOR SALE 544,991 ( 840,650 ) 524,021

INCREASE IN CASH CLASSIFIED WITHIN ASSETS HELD FOR SALE — — ( 610 )

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,096,669 544,991 ( 840,650 )

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Cencora, Inc.

and its subsidiaries, including a less-than-wholly-owned subsidiary in which Cencora, Inc.

and its subsidiaries, including less-than-wholly-owned subsidiaries in which Cencora, Inc.

has a controlling financial interest (the “Company”), 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.

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Management periodically evaluates estimates used in the preparation of the financial statements for continued reasonableness.

Certain reclassifications have been made to prior-period amounts to conform to the current year presentation.

Recently Adopted Accounting Pronouncements

As of September 30, 2024, 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.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-07, “Segment Reporting (Topic 280):

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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.

The Company adopted ASU 2023-07 and retrospectively reflected segment cost of goods sold and segment operating expenses in Note 14.

The adoption of ASU 2023-07 had no impact on the Company’s Consolidated Financial Statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No.

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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.

The Company is evaluating the impact of adopting this new accounting guidance.

In November 2024, the FASB issued ASU No.

2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”).” ASU 2024-03 requires disaggregated disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses.

Expense captions should be disaggregated to include expenses related to purchases of inventory, employee compensation, depreciation, and intangible asset amortization.

ASU 2024-03 applies to public entities and is effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

The guidance should be applied prospectively with the option for retrospective application.

The Company is evaluating the impact of adopting this new accounting guidance.

Business Combinations

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The carrying value of cash equivalents approximates fair value.

The Company is required to maintain certain cash deposits with banks mainly consisting of deposits restricted under contractual agency agreements and cash restricted by law and other obligations, including opioid-related legal settlements.

The Company is required to maintain certain cash deposits with banks mainly consisting of deposits restricted under contractual agency agreements and cash restricted by law and other obligations.

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

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The Company’s trade accounts receivables are exposed to credit risk.

Revenue from the various agreements and arrangements with the Company's largest customer in fiscal 2024, Walgreens Boots Alliance, Inc.

("WBA"), accounted for approximately 26 % of revenue and represented approximately 37 % of accounts receivable, net of incentives, as of September 30, 2024.

Evernorth Health Services (formerly Express Scripts, Inc.), the Company's second largest customer in fiscal 2024, accounted for approximately 13 % of revenue and represented approximately 5 % of accounts receivable as of September 30, 2024.

Revenue from the various agreements and arrangements with Walgreens and Boots UK Ltd.

collectively accounted for approximately 25 % of revenue and represented approximately 38 % of accounts receivable, net of incentives, as of September 30, 2025.

Evernorth Health Services, the Company’s second largest customer in fiscal 2025, accounted for approximately 13 % of revenue and represented approximately 5 % of accounts receivable as of September 30, 2025.

The Company generally does not require collateral for trade receivables.

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Loss 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.

In the ordinary course of its business, the Company becomes involved in lawsuits, administrative proceedings, government subpoenas, government investigations, stockholder demands, and other disputes, including antitrust, commercial, data privacy and security, 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 liability when it is both probable that a loss has been incurred and the amount can be reasonably estimated.

The Company records a reserve for these matters when it is both probable that a loss has been incurred and the amount can be reasonably estimated.

The Company also performs an assessment of the materiality of loss contingencies where a loss is either not probable or it is reasonably possible that a loss could be incurred in excess of amounts accrued.

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The Company records gain contingencies when they are realized.

Gains from antitrust litigation settlements are realized upon the receipt of cash and recorded as a reduction to cost of goods sold because they represent a

recovery of amounts historically paid to manufacturers to originally acquire the pharmaceuticals that were the subject of the antitrust litigation settlements (see Note 14).

Derivative Financial Instruments

Gains from antitrust litigation settlements are realized upon the receipt of cash and recorded as a reduction to cost of goods sold because they represent a recovery of amounts historically paid to manufacturers to originally acquire the pharmaceuticals that were the subject of the antitrust litigation settlements (see Note 13).

Derivative Financial Instruments and Nonderivative Hedges

The Company utilizes derivative financial instruments to manage exposures to foreign currency.

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The Company’s policy prohibits it from entering into derivative financial instruments for speculative or trading purposes.

The Company uses foreign currency denominated debt held at the parent level to offset a portion of its foreign currency exchange rate exposure on its net investments in Euro-denominated subsidiaries.

The Company’s € 1.0 billion of senior notes (Note 6 ) are designated as nonderivative hedging instruments that are remeasured each reporting period to reflect changes in the foreign currency exchange spot rate, with changes since the last remeasurement date recorded as foreign currency translation adjustments as a component of other comprehensive income/loss.

The Company recorded losses on its nonderivative hedges of $ 55.3 million in Foreign Currency Translation Adjustments in the Consolidated Statement of Comprehensive Income in fiscal 2025.

Foreign Currency

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The resulting asset and liability translation adjustments are recorded as a component of Accumulated Other Comprehensive Loss within Stockholders’ Equity.

During the quarter ended March 31, 2022, Turkey became a highly inflationary economy, as defined under U.S.

As a result, effective April 1, 2022, and until such time as the applicable economy is no longer considered highly inflationary, Turkish Lira-denominated assets and liabilities are remeasured using the Company's reporting currency in accordance with ASC 830, "Foreign Currency Matters." Turkish Lira denominated monetary assets and liabilities (primarily cash, accounts receivables, and accounts payables) are remeasured at each balance sheet date using the currency exchange rate then in effect, with currency remeasurement gains and losses recognized in Other Income in the Statement of Operations.

During the quarter ended March 31, 2022, Turkey became a highly inflationary economy, as defined under GAAP.

As a result, effective April 1, 2022, and until such time as the applicable economy is no longer considered highly inflationary, Turkish Lira-denominated assets and liabilities are remeasured using the Company’s reporting currency in accordance with Accounting Standards Codification (“ASC”) 830, “Foreign Currency Matters.” Turkish Lira denominated monetary assets and liabilities (primarily cash, accounts receivables, and accounts payables) are remeasured at each balance sheet date using the currency exchange rate then in effect, with currency remeasurement gains and losses recognized in Other Income in the Statement of Operations.

Turkish Lira-denominated nonmonetary assets and liabilities (primarily inventories, goodwill, and other intangible assets) are translated at the currency exchange rate in effect prior to highly inflation accounting commencement or at the exchange rate in effect at their date of acquisition if subsequent to April 1, 2022.

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The Company identifies its reporting units based upon the Company’s management reporting structure, beginning with its operating segments.

The Company aggregates two or more components within an operating segment that have similar economic characteristics.

The Company evaluates whether the components within its operating segments have similar economic characteristics, which include the similarity of long-term gross margins, the nature of the components' products, services, and production processes, the types of customers and the methods by which products or services are delivered to customers, and the components' regulatory environment.

As of September 30, 2024, the Company’s reporting units include U.S.

The Company evaluates whether the components within its operating segments have similar economic characteristics, which include the similarity of long-term gross margins, the nature of the components’ products, services, and production processes, the types of customers and the methods by which products or services are delivered to customers, and the components’ regulatory environment and aggregates two or more components within an operating segment that have similar economic characteristics.

As of September 30, 2025, the Company’s reporting units included U.S.

Pharmaceutical Distribution Services, U.S.

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The Company elected to perform quantitative impairment assessments of goodwill for all its reporting units in fiscal 2025, 2024, and 2023 with the exception of its PharmaLex reporting unit in fiscal 2023 since it was acquired in fiscal 2023.

The Company elected to perform qualitative impairment assessments of indefinite-lived intangible assets in fiscal 2024 and fiscal 2023 and a quantitative impairment assessment of indefinite-lived intangible assets in fiscal 2022.

The Company elected to perform qualitative impairment assessments of indefinite-lived intangible assets in fiscal 2025, 2024, and 2023.

The quantitative goodwill impairment test requires the Company to compare the carrying value of the reporting unit’s net assets to the fair value of the reporting unit.

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While there are always changes in assumptions to reflect changing business and market conditions, the Company’s overall methodology and the population of assumptions used have remained unchanged.

The quantitative impairment assessment for indefinite-lived intangibles other than goodwill (certain trademarks and trade names) consists of a comparison of the fair value of the indefinite-lived intangible asset to the carrying value of the asset as of the impairment testing date.

The Company estimates the fair value of its indefinite-lived intangibles using the relief from royalty method, which is a widely used valuation technique for such assets.

The fair value derived from the relief from royalty method is measured as the discounted cash flow savings realized from owning such indefinite-lived trademarks and trade names and not having to pay a royalty for their use.

The Company completed its required annual impairment assessments relating to goodwill and indefinite-lived intangible assets in fiscal 2024, 2023, and 2022 and, as a result, recorded a $ 418.0 million goodwill impairment in its PharmaLex reporting unit in fiscal 2024 (see Note 5) and a $ 75.9 million goodwill impairment in its Profarma reporting unit in fiscal 2022.

The Company completed its required annual impairment assessments relating to goodwill and indefinite-lived intangible assets in fiscal 2025, 2024, and 2023 and, as a result, recorded goodwill impairments (see Note 5 ) of $ 723.9 million and $ 418.0 million in its PharmaLex reporting unit in fiscal 2025 and 2024, respectively.

No goodwill impairments were recorded in fiscal 2023 and no indefinite-lived intangible asset impairments were recorded in fiscal 2025, 2024, or 2023.

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If the Company had used the first-in, first-out method of inventory valuation, which approximates current replacement cost, inventories would have been approximately $ 1,458.9 million and $ 1,535.8 million higher than the amounts reported as of September 30, 2025 and 2024, respectively.

The Company recorded a LIFO credit of $ 52.2 million in fiscal 2024 and LIFO expense of $ 204.6 million and $ 67.2 million in fiscal 2023 and 2022, respectively.

The Company recorded LIFO credits of $ 76.9 million and $ 52.2 million in fiscal 2025 and 2024, respectively, and LIFO expense of $ 204.6 million in fiscal 2023.

The annual LIFO provision is affected by manufacturer pricing practices, which may be impacted by market and other external influences, changes in inventory quantities, and product mix, many of which are difficult to predict.

Changes to any of the above factors can have a material impact to the Company's annual LIFO provision.

Changes to any of the above factors can have a material impact on the Company’s annual LIFO provision.

Cost for the Company’s inventory that is not determined using the LIFO method is stated at the lower of cost or market using the first-in, first-out method or moving average price method.

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For investments in which the Company can exercise significant influence but does not control, it uses the equity method of accounting.

The Company's share of earnings and losses of its investments is recorded in Other Income in the Consolidated Statements of Operations.

The Company’s share of earnings and losses of its investments is recorded in Other Loss (Income), Net in the Consolidated Statements of Operations.

The Company monitors its investments for impairment by considering factors such as the operating performance of the investment and current economic and market conditions.

In fiscal 2025, the Company recorded a $ 113.5 million impairment of an equity investment that was made in fiscal 2021 in Other Loss (Income), Net in its Consolidated Statement of Operations.

At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the facts and circumstances present.

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These reserve estimates are established based upon the judgment of Company management after carefully considering the status of current outstanding claims, historical experience with the suppliers, the specific incentive programs, and any other pertinent information available to the Company.

The Company evaluates the amounts due from its suppliers on a continual basis and adjusts the reserve estimates when appropriate based upon changes in factual circumstances.

The Company evaluates the amounts due from its suppliers on a continual basis and adjusts the reserve estimates when appropriate based upon changes in circumstances.

The ultimate outcome of any outstanding claim may be different than the Company’s estimate.

Acquisition and Equity Method Investment

Acquisitions and Equity Method Investment

RCA Acquisition

On January 2, 2025, the Company acquired an 85 % interest in Retina Consultants of America (“RCA”) for $ 4,042.0 million in cash, $ 694.4 million of contingent consideration related to equity units for certain RCA physicians and members of management that retained the remaining 15 % interest in RCA, $ 545.7 million for the settlement of a net receivable resulting from a pre-existing commercial relationship between the Company and RCA, and $ 393.1 million for contingent consideration payable to the sellers associated with RCA’s achievement of certain predefined business objectives in fiscal 2027 and fiscal 2028.

The Company funded the cash purchase price through a combination of cash on hand and new debt financing (see Note 6).

The Company believes the acquisition of RCA allows it to broaden its relationships with community providers and to build on its leadership in specialty pharmaceuticals within its U.S.

Healthcare Solutions reportable segment.

As part of the acquisition, certain RCA physicians and members of management retained equity in RCA.

The Company evaluated the equity unit arrangements to determine if the contingent payments were part of the purchase price or post-acquisition compensation expense, which would be recognized over any future service period.

The $ 694.4 million of contingent consideration for the retained equity units was concluded to be a part of the purchase price and initially recorded at its fair value at the time of the acquisition based on the unit price that the Company paid to acquire RCA times the number of equity units retained by RCA physicians and members of management, and represents a Level 3 fair value measurement.

The equity units retained by RCA physicians have an embedded option feature that is a liability classified compensation arrangement and is being expensed ratably over a period of 1.5 years.

The fair value of the embedded option feature was determined using a Black-Scholes model that included assumptions for the equity unit value, expected life, and volatility and represents a Level 3 fair value measurement.

During fiscal 2025, the Company recognized an expense of $ 121.7 million related to this embedded option feature and other incentive units granted in conjunction with the acquisition of RCA in Acquisition-Related Deal and Integration Expenses in its Consolidated Statement of Operations.

The liability and associated future expenses may vary based on the change in the estimated fair value and payments made.

The Company’s estimated liability related to the equity units is $ 815.2 million and is recorded in Other Liabilities on the Company’s Consolidated Balance Sheet, as of September 30, 2025.

The $ 393.1 million of contingent consideration represented an initial estimate for RCA’s achievement of certain predefined business objectives in fiscal 2027 and fiscal 2028 and provides for the potential payment to the sellers of up to $ 500 million in the aggregate.

The fair value of this liability was determined based on a weighted probability of the achievement of these objectives and represents a Level 3 fair value measurement.

During the fourth quarter of fiscal 2025, the Company increased the estimated fair value of the liability related to the achievement of the predetermined business objectives from the initial estimated value and recorded an expense of $ 19.6 million in Acquisition-Related Deal and Integration Expenses in its Consolidated Statement of Operations.

The Company’s estimated liability related to the achievement of the predetermined business objectives is $ 412.6 million and is recorded in Other Liabilities on the Company’s Consolidated Balance Sheet, as of September 30, 2025.

The purchase price has been preliminarily allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of the acquisition in the table that follows.

The allocation as of September 30, 2025 is pending the finalization of working capital and tax account balances.

There can be no assurance that the estimated amounts recorded will represent the final purchase price allocation.

(in thousands)

Consideration

Cash $ 4,042,007

Total estimated contingent consideration 1,087,450

Settlement of a net receivable resulting from a pre-existing commercial relationship 545,738

Estimated fair value of total consideration $ 5,675,195

Recognized amounts of identifiable assets acquired and liabilities assumed

Cash and cash equivalents $ 143,312

Accounts receivable 450,744

Inventories 110,564

Prepaid expenses and other 12,866

Property and equipment 173,098

Goodwill 4,774,338

Other intangible assets 178,000

Deferred income taxes 46,380

Other assets 182,307

Total assets acquired $ 6,071,609

Accounts payable $ 72,385

Accrued expenses and other 163,272

Accrued income taxes 4,258

Other liabilities 156,164

Total liabilities assumed $ 396,079

Net assets acquired $ 5,675,530

Total estimated contingent consideration ( 1,087,450 )

Settlement of a net receivable resulting from a pre-existing commercial relationship ( 545,738 )

Noncontrolling interest ( 335 )

Total cash paid 4,042,007

Cash acquired ( 143,312 )

Net cash paid $ 3,898,695

The estimated fair value of the trade name acquired is $ 178.0 million and the estimated useful life is 15 years.

Goodwill reflects the intangible assets that do not qualify for separate recognition.

Approximately $ 1,071 million of goodwill resulting from this acquisition is expected to be deductible for income tax purposes.

The Company incurred $ 65.1 million of acquisition-related costs in connection with this acquisition.

These costs are included in Acquisition-Related Deal and Integration Expenses in the Company’s Consolidated Statements of Operations.

The Company’s consolidated results of operations since the acquisition date include RCA revenue of $ 2.1 billion.

RCA’s results of operations are included in the U.S.

Healthcare Solutions reportable segment within the Company’s business segment information (see Note 14).

Investment in OneOncology

In June 2023, the Company and TPG, a global alternative asset management firm, acquired OneOncology, LLC (“OneOncology”), a network of leading oncology practices.

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

The Company accounts for its interest in the joint venture as an equity method investment, which is included in Other Assets on its Consolidated Balance Sheet.

The Company and TPG Inc.

(“TPG”) are party to a series of put and call options governing the remaining interests in the joint venture, including TPG’s interest.

The Company owns a call option that, on the date that is the third anniversary of the closing, allows it to purchase the remaining interests in the joint venture at the greater of 19 times OneOncology’s adjusted earnings before interest, taxes, depreciation and amortization for the most recently ended 12-month period (“OneOncology EBITDA”) or 2.5 times a Multiple on Invested Capital, all of which is subject to various adjustments and qualifications.

TPG owns a put option that, beginning on the third anniversary of the closing and ending on the day before the fourth anniversary of the closing, allows it to require the Company to purchase the remaining interests in the joint venture at a price equal to 19 times OneOncology EBITDA, subject to various adjustments and qualifications.

The Company owns a call option that, beginning on the fourth anniversary of the closing and ending on the day before the fifth anniversary of the closing, allows it to purchase the remaining interests in the joint venture, also at a price equal to 19 times OneOncology EBITDA.

The fair value of the net put option, which is a Level 3 fair value measurement, was determined using a Monte Carlo simulation, which relies on assumptions, including cash flow projections, risk-free rates, volatility, and details specific to the put and call options.

The Company recorded the net fair value of the net put option of $ 872.9 million, which is recorded within Other Liabilities with a corresponding offset in Other Assets in the Company’s Consolidated Balance Sheets.

Given the Company has elected to not mark the net put option to market, the fair value of the net put option at the time of the investment will remain on the balance sheet until its final resolution.

Upon the joint venture’s acquisition of OneOncology, it was determined that there was a $ 625.2 million difference between the carrying value of the Company’s investment in OneOncology and its underlying equity in net assets, which has been allocated to intangible assets of $ 305.6 million, a related deferred tax liability of $ 20.5 million, and goodwill of $ 340.0 million.

The intangible assets and related deferred tax liability are being amortized over a weighted-average life of 23 years.

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.

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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 current estimated fair value of the net tangible and intangible assets acquired by $ 1,010.2 million, which was allocated to goodwill.

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.

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

Investment in OneOncology

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

The Company accounts for its interest in the joint venture as an equity method investment, which is included in Other Assets on its Consolidated Balance Sheet.

Beginning on the third anniversary of the closing of the joint venture's acquisition of OneOncology and ending on the day before the fourth anniversary of that closing, TPG will have a put option under which TPG may require the Company to purchase all of the other interests in the joint venture, including TPG's interest, at a price equal to 19 times OneOncology's adjusted earnings before interest, taxes, depreciation and amortization for the most recently ended 12-month period prior to TPG’s exercise of the put option, all of which is subject to various other adjustments and qualifications.

In addition, on the date that is the third anniversary of the closing and again beginning on the fourth anniversary of the closing and ending on the day before the fifth anniversary of the closing, the Company will have a call option to purchase all of the other interests in the joint venture, including TPG's, also at the price set forth above.

The fair value of the net put option, which is a Level 3 measurement, was determined using a Monte Carlo simulation, which relies on assumptions, including cash flow projections, risk-free rates, volatility, and details specific to the put and call options.

The Company recorded the net fair value of the net put option of $ 872.9 million, which is recorded within Other Liabilities with a corresponding offset in Other Assets in the Company's

Consolidated Balance Sheets.

Given the Company has elected to not mark the net put option to market, the fair value of the net put option at the time of the investment will remain on the balance sheet until its final resolution.

Upon the joint venture's acquisition of OneOncology, it was determined that there was a $ 625.2 million difference between the carrying value of the Company's investment in OneOncology and its underlying equity in net assets, which has been allocated to intangible assets of $ 305.6 million, a related deferred tax liability of $ 20.5 million, and goodwill of $ 340.0 million.

The intangible assets and related deferred tax liability are being amortized over a weighted-average life of 23 years.

Variable Interest Entity

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Total current provision 630,658 587,026 547,124

Deferred (benefit) provision:

Deferred provision (benefit):

Federal 57,967 ( 17,934 ) ( 15,600 )

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Foreign ( 22,438 ) ( 85,782 ) ( 122,709 )

Total deferred (benefit) provision ( 102,324 ) ( 118,864 ) 196,184

Total deferred provision (benefit) 59,864 ( 102,324 ) ( 118,864 )

Income tax expense $ 690,522 $ 484,702 $ 428,260

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Tax effect of foreign operations ( 2.7 ) ( 2.4 ) ( 2.3 )

Goodwill impairment 4.9 — 0.7

Foreign-derived intangible income ( 4.0 ) ( 0.5 ) ( 0.1 )

Unrecognized tax benefits 3.4 0.9 ( 0.4 )

Impairment of assets, including goodwill 8.2 4.9 —

RCA contingent consideration adjustments 1.3 — —

Change in valuation allowance 0.2 ( 4.2 ) 0.1

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Gross deferred tax liabilities 3,191,856 3,101,828

Net operating loss and tax credit carryforwards ( 530,024 ) ( 532,851 )

Net operating loss carryforwards and other tax attributes ( 623,370 ) ( 530,024 )

Allowance for credit losses ( 25,670 ) ( 18,949 )

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Net deferred tax liabilities $ 1,411,914 $ 1,397,399

As of September 30, 2024, the Company had $ 106.3 million of potential tax benefits from state net operating loss carryforwards and $ 443.1 million of potential tax benefits from foreign loss carryforwards, which have varying expiration dates.

As of September 30, 2025, the Company had $ 168.2 million of potential tax benefits from federal and state net operating loss and other tax attribute carryforwards and $ 491.6 million of potential tax benefits from foreign loss carryforwards, both of which have varying expiration dates.

The Company had $ 1.5 million of federal tax credit carryforwards, $ 1.0 million of state tax credit carryforwards, and $ 3.1 million of foreign alternative minimum tax credit carryforwards.

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As a result of this assessment, valuation allowances have been recorded on certain deferred tax assets.

For fiscal 2024, the Company decreased the valuation allowance on deferred tax assets by $ 35.0 million primarily due to the change in the valuation allowance against tax deductible goodwill.

For fiscal 2023, the Company increased the valuation allowance on deferred tax assets by $ 20.1 million primarily due to the increase in the valuation allowance against foreign net operating loss carryforwards.

For fiscal 2025, the Company increased the valuation allowance on deferred tax assets by $ 59.5 million primarily due to the change in the valuation allowance against foreign net operating loss carryforwards.

For fiscal 2024, the Company decreased the valuation allowance on deferred tax assets by $ 35.0 million primarily due to the increase in the valuation allowance against tax deductible goodwill.

In fiscal 2025, 2024, and 2023, tax benefits of $ 16.0 million, $ 15.0 million, and $ 24.6 million, respectively, related to the exercise of employee stock options and lapses of restricted stock units were recorded in Income Tax Expense in the Company’s Consolidated Statements of Operations.

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Unrecognized tax benefits at beginning of period $ 501,064 $ 525,933 $ 526,522

Additions of tax positions of the current year 13,636 22,646 21,074

Additions to tax positions of the current year 41,433 13,636 22,646

Additions to tax positions of the prior years 37,611 — 11,875

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Unrecognized tax benefits at end of period $ 568,159 $ 501,064 $ 525,933

During the next 12 months, it is reasonably possible that tax audit resolutions and the expiration of statutes of limitations could result in a reduction of unrecognized tax benefits by approximately $ 13.5 million.

During the next 12 months, the Company does not anticipate any material change in unrecognized tax benefits due to tax audit resolutions and the expiration of statutes of limitations.

A significant portion of the Company’s unrecognized tax benefits as of September 30, 2025 relates to the legal accrual for litigation related to the Distributor Settlement Agreement, as well as other opioid-related litigation, as disclosed in Note 12.

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$ 6,205,774 $ 3,368,343 $ 9,574,117

Purchase accounting adjustments — ( 12,904 ) ( 12,904 )

Goodwill recognized in connection with acquisitions — 18,712 18,712

Goodwill derecognized in connection with divestiture — ( 14,424 ) ( 14,424 )

Goodwill impairment — ( 418,000 ) ( 418,000 )

Foreign currency translation 2,748 153,354 156,102

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6,208,522 3,109,505 9,318,027

Purchase accounting adjustments — ( 12,904 ) ( 12,904 )

Goodwill recognized in connection with acquisitions 4,896,085 123,112 5,019,197

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Goodwill as of September 30, 2025 $ 11,104,990 $ 2,571,530 $ 13,676,520

The Company has experienced a weakening in demand for specialized services in the life sciences industry, which has negatively impacted the operating results of PharmaLex.

The Company continued to experience weakening demand for specialized services in the life sciences industry, which has negatively impacted the operating results of PharmaLex.

In the fourth quarter of fiscal 2025 and in connection with the Company’s annual budgeting process, the Company revised PharmaLex’s long-range forecast.

In connection with the Company's annual goodwill impairment assessment, it recorded a goodwill impairment of $ 418.0 million in the PharmaLex reporting unit.

In connection with the Company’s annual goodwill impairment assessment, it recorded a full impairment of the remaining goodwill of $ 723.9 million in the PharmaLex reporting unit.

The fair value of the reporting unit was determined based on a weighted average of income and market approaches.

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Accumulated impairment losses as of September 30, 2025

$ — $ 1,217,820

Accumulated impairment losses as of September 30, 2024

$ — $ 493,936

The Company performed a recoverability assessment of PharmaLex’s long-lived assets as of July 1, 2025 using its revised long-range forecast.

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(in thousands) 2025 2024

Multi-currency revolving credit facility due 2029 $ — $ —

Receivables securitization facility due 2027 — 350,000

Money market facility — —

Multi-currency revolving credit facility due in 2030 $ — $ —

Receivables securitization facility due in 2028 — —

Term loan due in 2027 799,043 —

Money market facility due in 2027 — —

Working capital credit facility due in 2026 — —

$ 500,000 , 3.250 % senior notes due 2025

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$ 500,000 , 4.625 % senior notes due 2027

€ 500,000 , 2.875 % senior notes due 2028

$ 600,000 , 4.850 % senior notes due 2029

$ 500,000 , 2.800 % senior notes due 2030

497,174 496,564

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€ 500,000 , 3.625 % senior notes due 2032

$ 500,000 , 5.125 % senior notes due 2034

495,104 494,514

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Less nonrecourse current portion 116,361 76,307

Total, net of current portion $ 3,811,745 $ 4,146,113

Long-term debt $ 7,542,988 $ 3,811,745

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 was scheduled to expire in October 2028.

In October 2024, the Company amended and restated the Multi-Currency Revolving Credit Facility to extend the expiration to October 2029.

The Company had a $ 2.4 billion multi-currency senior unsecured revolving credit facility (“Multi-Currency Revolving Credit Facility”) with a syndicate of lenders, which was scheduled to expire in October 2029.

In June 2025, the Company amended and restated the Multi-Currency Revolving Credit Facility to extend the expiration to June 2030 and increase the aggregate amount of the commitments under this facility to $ 4.5 billion.

Interest on borrowings under the Multi-Currency Revolving Credit Facility accrues at specified rates based upon the Company’s debt rating.

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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 September 30, 2025.

There were no borrowings outstanding under the Multi-Currency Revolving Credit Facility as of September 30, 2025 and 2024.

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.

The Company had a $ 3.4 billion commercial paper program.

In September 2025, the Company increased its commercial paper program to $ 4.5 billion.

The commercial paper program does not increase the Company’s borrowing capacity, and it is fully backed by its Multi-Currency Revolving Credit Facility.

The Company may, from time to time, issue short-term promissory notes in an aggregate amount of up to $ 4.5 billion at any one time.

Amounts available under the program may be borrowed, repaid, and re-borrowed from time to time.

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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 September 30, 2025 and 2024.

364 -Day Revolving Credit Facility

In November 2024, the Company entered into an agreement pursuant to which it obtained a $ 1.0 billion senior unsecured revolving credit facility (the “ 364 -Day Revolving Credit Facility”) with a syndicate of lenders, which was scheduled to expire 364 days after the January 2, 2025 closing of the RCA acquisition, the date on which borrowings under this facility became available to the Company.

In June 2025, in conjunction with the amendment to the Multi-Currency Revolving Credit Facility, the Company terminated the 364 -Day Revolving Credit Facility.

Receivables Securitization Facility

The Company has a $ 1,450 million receivables securitization facility ("Receivables Securitization Facility"), which was scheduled to expire in October 2026.

In October 2024, the Company amended the Receivables Securitization Facility to extend the expiration to October 2027.

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.

The Company had a $ 1.45 billion receivables securitization facility (“Receivables Securitization Facility”), which was scheduled to expire in October 2027.

In June 2025, the Company amended the Receivables Securitization Facility to extend the expiration to June 2028, increase the size of the facility to $ 1.5 billion, and increase its accordion feature to $ 500 million from $ 250 million.

This accordion feature allows the Company to increase the commitment on the Receivables Securitization Facility up to $ 500 million, subject to lender approval.

Interest rates are based on prevailing market rates for short-term commercial paper or 30-day Term SOFR, plus a program fee.

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The Receivables Securitization Facility contains similar covenants to the Multi-Currency Revolving Credit Facility, with which the Company was compliant as of September 30, 2025.

There were no borrowings outstanding under the Receivables Securitization Facility as of September 30, 2025 and 2024.

In connection with the Receivables Securitization Facility, AmerisourceBergen Drug Corporation and a specialty distribution subsidiary sell on a revolving basis certain accounts receivable to Amerisource Receivables Financial Corporation, a wholly-owned special purpose entity, which in turn sells a percentage ownership interest in the receivables to financial institutions and commercial paper conduits sponsored by financial institutions.

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The Company securitizes its trade accounts, which are generally non-interest bearing, in transactions that are accounted for as borrowings.

The Receivables Securitization Facility contains similar covenants to the Multi-Currency Revolving Credit Facility, with which the Company was compliant as of September 30, 2024.

Revolving Credit Note, Overdraft Facility, and Money Market Facility

The Company had a $ 75 million uncommitted, unsecured line of credit available to it pursuant to a revolving credit note that was terminated in April 2024.

The Company also had a £ 10 million uncommitted U.K.

overdraft facility, which expired in February 2024, to fund short-term normal trading cycle fluctuations related to its MWI Animal Health business.

Money Market Facility

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.

In September 2025, the Company entered into an amendment to the Money Market Facility pursuant to which it may request short-term unsecured revolving credit loans in a principal amount not to exceed $ 500 million on or after April 1 and before December 1 of any year and increases to $ 750 million on or after December 1 and before March 31 of any year.

The Money Market Facility may be decreased or terminated by the bank or the Company at any time without prior notice.

In fiscal 2022, the Company elected to repay $ 850 million of its senior notes that were due in March 2023.

In fiscal 2023, the remaining balance of $ 675 million of these senior notes matured and was repaid.

In February 2024, the Company issued $ 500 million of 5.125 % senior notes due in February 2034 (the "2034 Notes").

There were no borrowings outstanding under the Money Market Facility as September 30, 2025 and 2024.

Working Capital Credit Facility

In July 2025, the Company entered into an uncommitted, unsecured line of credit to support its working capital needs (“Working Capital Credit Facility”).

The Working Capital Credit Facility provides the Company with the ability to request short-term, unsecured revolving credit loans from time to time in a principal amount not to exceed $ 500 million.

The Working Capital Credit Facility expires in July 2026 and may be decreased or terminated by the bank or the Company at any time without prior notice.

There were no borrowings outstanding under the Working Capital Credit Facility as of September 30, 2025.

In January 2025, the Company borrowed $ 1.5 billion on a variable-rate term loan (“Term Loan”) that was scheduled to mature in December 2027.

In September 2025, the Company amended the Term Loan to shorten the maturity to October 2027.

The Term Loan was used to finance a portion of the acquisition of RCA (see Note 2).

The Term Loan bears interest at a rate equal to either an adjusted SOFR plus an applicable margin or an alternate base rate plus an applicable margin.

The margins are based on the Company’s public debt ratings.

The Term Loan contains similar covenants to the Multi-Currency Revolving Credit Facility.

The Company has the right to prepay the borrowings under the Term Loan at any time, in whole or in part and without premium or penalty.

Through September 30, 2025, the Company elected to make early principal payments of $ 700 million on the Term Loan.

In December 2024, the Company issued $ 500 million of 4.625 % senior notes due in December 2027 (the “2027 Notes”), $ 600 million of 4.850 % senior notes due in December 2029 (the “2029 Notes”), and $ 700 million of 5.150 % senior notes due in February 2035 (the “2035 Notes”).

The 2027 Notes were sold at 99.815 % of the principal amount with an effective yield of 4.634 %.

Interest on the 2034 Notes is payable semi-annually in arrears on February 15 and August 15 beginning on August 15, 2024.

The Company used the proceeds from the 2034 Notes to repay the $ 500 million of 3.400 % senior notes that matured in May 2024.

The senior notes discussed above and also illustrated in the above debt table are collectively referred to as the "Notes." Interest on the Notes is payable semiannually in arrears.

The 2029 Notes were sold at 99.968 % of the principal amount with an effective yield of 4.852 %.

The 2035 Notes were sold at 99.945 % of the principal amount with an effective yield of 5.153 %.

Interest on the 2027 Notes and the 2029 Notes is payable semi-annually in arrears on June 15 and December 15, which began on June 15, 2025.

Interest on the 2035 Notes is payable semi-annually in arrears on February 15 and August 15, which began on February 15, 2025.

The Company used the proceeds from the 2027 Notes, the 2029 Notes, and the 2035 Notes to finance a portion of the acquisition of RCA.

In May 2025, the Company issued € 500 million of 2.875 % senior notes due in May 2028 (the “2028 Notes”) and € 500 million of 3.625 % senior notes due in May 2032 (the “2032 Notes”).

The 2028 Notes were sold at 99.960 % of the principal amount with an effective yield of 2.876 %.

The 2032 Notes were sold at 99.757 % of the principal amount with an effective yield of 3.634 %.

Interest on the 2028 Notes and the 2032 Notes is payable annually in arrears beginning on May 22, 2026.

The Company used the proceeds from the 2028 Notes and the 2032 Notes for general corporate purposes.

The senior notes discussed above and also illustrated in the above debt table are collectively referred to as the “Notes.” Interest on the Notes is payable semiannually in arrears, with the exception of the 2028 Notes and the 2032 Notes, which are paid annually in arrears.

Most of the Notes were sold at small discounts to the principal amounts and, therefore, have effective yields that are greater than the stated interest rates in the table above.

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The Company was compliant with all covenants as of September 30, 2025.

In March 2025, the Company’s $ 500 million of 3.250 % senior notes matured and was repaid.

Alliance Healthcare Debt

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Other Information

Scheduled future principal payments of debt are $ 566.9 million in fiscal 2025, $ 34.8 million in fiscal 2026, $ 24.5 million in fiscal 2027, $ 767.1 million in fiscal 2028, $ 7.6 million in fiscal 2029, and $ 3,007.8 million thereafter.

Scheduled future principal payments of debt are $ 115.2 million in fiscal 2026, $ 24.9 million in fiscal 2027, $ 2.7 billion in fiscal 2028, $ 8.7 million in fiscal 2029, $ 1.1 billion in fiscal 2030, and $ 3.8 billion thereafter.

Interest paid on the above indebtedness during fiscal 2025, 2024, and 2023 was $ 356.5 million, $ 250.1 million, and $ 271.3 million, respectively.

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Total accumulated other comprehensive loss $ ( 901,378 ) $ ( 989,118 )

The decrease in total accumulated other comprehensive loss from foreign currency translation primarily relates to the translation of Alliance Healthcare's goodwill and intangible assets balances.

In May 2020, the Company's Board of Directors authorized a share repurchase program allowing the Company to purchase up to $ 500 million of its outstanding shares of common stock, subject to market conditions.

During fiscal 2022, the Company purchased 3.3 million shares of its common stock for $ 473.4 million to complete its authorization under this program.

In May 2022, 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 fiscal 2022, the Company purchased 0.3 million shares of its common stock for $ 38.7 million, which included $ 28.4 million of September 2022 purchases that cash settled in October 2022.

During fiscal 2023, the Company purchased 6.0 million shares of its common stock for $ 961.3 million, including 5.5 million shares from WBA for $ 882.5 million, to complete its authorization under this program.

During fiscal 2023, the Company purchased 6.0 million shares of its common stock for $ 961.3 million to complete its authorization under this program.

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 fiscal 2023, the Company purchased 1.0 million shares of its common stock for $ 191.0 million, including 0.9 million shares from WBA for $ 167.5 million.

During fiscal 2024, the Company purchased 3.9 million shares of its common stock for $ 809.0 million, including 2.5 million shares from WBA for $ 522.6 million, to complete its authorization under this program.

In March 2024, the Company's Board of Directors authorized a new share repurchase program allowing the Company to purchase up to $ 2.0 billion of its outstanding common stock, subject to market conditions.

During fiscal 2024, the Company purchased 3.0 million shares of its common stock for $ 682.3 million, including 1.9 million shares from WBA for $ 427.4 million.

During fiscal 2023, the Company purchased 1.0 million shares of its common stock for $ 191.0 million under this program.

During fiscal 2024, the Company purchased 3.9 million shares of its common stock for $ 809.0 million to complete its authorization under this program.

In March 2024, the Company’s Board of Directors authorized a share repurchase program allowing the Company to purchase up to $ 2.0 billion of its outstanding common stock, subject to market conditions.

During fiscal 2024, the Company purchased 3.0 million shares of its common stock for $ 682.3 million under this program.

During fiscal 2025, the Company purchased 1.9 million shares of its common stock for $ 435.4 million under this program.

As of September 30, 2025, the Company had $ 882.2 million availability under this program.

From October 1, 2024 through November 22, 2024, the Company purchased 1.7 million shares of its common stock for a total of $ 385.4 million.

Common Shares Outstanding

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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 stock options and restricted stock units during the periods presented.

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:

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Weighted average common shares outstanding - basic 193,820 198,503 202,511

Effect of dilutive securities - stock options and restricted stock units

1,781 2,080 2,738

Effect of dilutive securities - restricted stock units and stock options 1,394 1,781 2,080

Weighted average common shares outstanding - diluted 195,214 200,284 204,591

The potentially dilutive stock options and restricted stock units that were antidilutive were 85 thousand, 94 thousand, and 101 thousand for fiscal 2024, 2023 and 2022, respectively.

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 $ 76.5 billion, $ 68.7 billion, and $ 64.1 billion in fiscal 2024, 2023, and 2022, respectively.

The Company's receivable from WBA, net of incentives, was $ 9.0 billion and $ 8.1 billion as of September 30, 2024 and 2023, respectively.

The potentially dilutive restricted stock units and stock options that were antidilutive were 69 thousand, 85 thousand, and 94 thousand for fiscal 2025, 2024 and 2023, respectively.

Retirement and Other Benefit Plans

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The Company contributes $ 1.00 for each $1.00 invested by the participant up to the first 3 % of the participant’s salary and $ 0.50 for each additional $1.00 invested by the participant of up to an additional 2 % of salary.

An additional discretionary contribution, in an amount not to exceed the limits established by the Internal Revenue Code ("IRC"), may also be made depending upon the Company's performance.

An additional discretionary contribution, in an amount not to exceed the limits established by the Internal Revenue Code of 1986, as amended (the “IRC”), may also be made depending upon the Company’s performance.

Based on the Company’s performance in fiscal 2025, 2024, and 2023, the Company recognized expenses for discretionary contributions to the Plan in fiscal 2025, 2024, and 2023.

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Costs of above retirement benefit plans charged to expense for fiscal 2025, 2024, and 2023 were $ 125.3 million, $ 99.8 million, and $ 89.4 million, respectively.

The increase in the cost of the retirement benefit plans from fiscal 2024 to fiscal 2025 is primarily due to the January 2025 acquisition of RCA.

Deferred Compensation Plan

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The benefit restoration feature provides certain eligible participants, including the Company’s executive officers, with an annual amount equal to 4 % of the participant’s total cash compensation to the extent that an employee’s compensation exceeds the annual compensation limit established by Section 401(a) (17) of the IRC.

Prior to fiscal 2024, account balances associated with the benefit restoration feature were included in a separate account at the Company's plan administrator.

In fiscal 2024, the benefit restoration account balances were combined with the Cencora, Inc.

Deferred Compensation Plan.

The Company’s liability relating to its deferred compensation plan, including the benefit restoration feature, as of September 30, 2025 and 2024 was $ 63.1 million and $ 57.9 million, respectively.

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The majority of restricted stock units granted vest ratably over a three-year period.

The estimated fair value of restricted stock units under the Company's restricted stock unit plans is determined by the product of the number of shares granted and the closing grant date market price of the Company's common stock.

The estimated fair value of restricted stock units under the Company’s restricted stock unit plan is determined by the product of the number of shares granted and the closing grant date market price of the Company’s common stock.

The estimated fair value of restricted stock units is expensed on a straight-line basis over the requisite service period, net of estimated forfeitures.

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Stock Options

The Company has not granted any stock options since fiscal 2020, and it does not expect to grant any stock options in fiscal 2025.

The Company has not granted any stock options since fiscal 2020.

In fiscal 2025, employees exercised 387 thousand stock options at a weighted average exercise price of $ 87 per stock option.

There were 147 thousand stock options outstanding as of September 30, 2025, all of which are exercisable, with a weighted average exercise price of $ 87 per option.

The weighted average remaining contractual term for outstanding stock options is 1.6 years as of September 30, 2024.

The weighted average remaining contractual term for outstanding stock options was one year as of September 30, 2025.

The Company has long-term leases for facilities and equipment.

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Total restructuring and other expenses $ 229,422 $ 233,629 $ 229,884

Restructuring and employee severance costs in fiscal 2025 primarily included expenses incurred related to workforce reductions in both of the Company’s reportable segments.

Restructuring and employee severance costs in fiscal 2024 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.

Restructuring and employee severance costs in fiscal 2023 primarily included expenses incurred in connection with workforce reductions in both of the Company’s reportable segments.

Restructuring and employee severance costs in fiscal 2022 included costs primarily related to the write down of assets with respect to the Company's office optimization plan and restructuring activities within certain businesses in the U.S.

Healthcare Solutions reportable segment.

Business transformation efforts in fiscal 2025, 2024, and 2023 included rebranding costs associated with the Company’s name change to Cencora and non-recurring expenses related to significant strategic initiatives to improve operational efficiency, including certain technology initiatives.

The majority of these costs related to services provided by third-party consultants.

Business transformation efforts in fiscal 2022 primarily related to costs associated with reorganizing the Company to further align the organization to its customers' needs, including certain technology initiatives.

The majority of these costs related to services provided by third-party consultants.

In March 2024, the Company experienced a cybersecurity event where data from its information systems was exfiltrated.

In fiscal 2024, the Company experienced a cybersecurity event where data from its information systems was exfiltrated.

In connection with this event, the Company incurred costs that were recorded in Other, net in the above table.

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Legal Matters and Contingencies

In the ordinary course of its business, the Company becomes involved in lawsuits, administrative proceedings, government subpoenas, government investigations, stockholder demands, and other disputes, including antitrust, commercial, data privacy and security, employment discrimination, intellectual property, product liability, regulatory, and other matters.

Significant damages or penalties may be sought from the Company in some matters, and some matters may require years for the Company to resolve.

The Company records a reserve for these matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

For those matters for which the Company has not recognized a liability, the Company cannot predict the outcome of their impact on the Company as uncertainty remains with regard to whether such matters will proceed to trial, whether settlements will be reached, and the amount and terms of any such settlements.

For those matters for which the Company has not recognized a liability, the Company cannot predict the outcome of their impact on the Company as uncertainty remains, including with regard to whether such matters will proceed to trial, whether settlements will be reached, and the amount and terms of any such settlements.

Outcomes may include settlements in significant amounts that are not currently estimable, limitations on the Company’s conduct, the imposition of corporate integrity agreement obligations, consent decrees, and/or other civil and criminal penalties.

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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.

Corporation (“ABDC”) and H.D.

Smith, LLC (“H.D.

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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.

Following trial in two consolidated cases in the United States District Court for the Southern District of West Virginia, the Court entered judgment in favor of the defendants, including the Company.

The plaintiffs filed an appeal of the Court’s decision in the United States Court of Appeals for the Fourth Circuit on August 2, 2022.

On October 28, 2025, the Fourth Circuit issued its opinion in the case, vacated the District Court’s judgment, and remanded the case back to the District Court for further proceedings consistent with the Fourth Circuit’s opinion.

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.

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The Distributor Settlement Agreement requires the Company to comply with certain requirements, including the establishment of a clearinghouse that will consolidate data from all three national pharmaceutical distributors.

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 also did not participate in the Distributor Settlement Agreement and was pursuing a case against the Company (and another national pharmaceutical distributor) in Alabama state court.

On February 28, 2024, the Company and another national distributor executed an agreement with the State of Alabama and all its participating subdivisions to resolve opioid-related claims.

Pursuant to the agreement, the two distributors will pay approximately $ 245 million, including attorneys’ fees and costs, to the State of Alabama and its participating subdivisions, of which the Company's portion is 50 %.

On July 1, 2024, the Court entered a Final Consent Judgment and Dismissal with Prejudice pursuant to the terms of the settlement agreement.

In Maryland, a trial commenced on September 16, 2024 in a case filed by the Mayor and City Council of Baltimore.

On November 12, 2024,

the jury returned a verdict finding ABDC (and another national distributor) liable for public nuisance and assessing approximately $ 274 million total in compensatory damages, approximately $ 74 million of which was assessed against ABDC.

A second phase of the trial is scheduled to commence on December 11, 2024 related to the City of Baltimore's request for an abatement remedy, which will proceed as a bench trial.

While the judgment is not yet final, the Company is evaluating next steps, including a possible appeal.

The $ 74 million is a component of the Company's $ 4.9 billion litigation liability as of September 30, 2024 as described below.

The States of Alabama and West Virginia and their subdivisions and Native American tribes are not a part of the Distributor Settlement Agreement, and the Company has reached separate agreements with those groups.

The MDL Court selected four cases filed by third-party payors to serve as additional litigation bellwethers.

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Pursuant to the agreement, the Company recorded a $ 93.0 million litigation expense accrual in Litigation and Opioid-Related Expenses (Credit), Net in its fiscal 2024 Consolidated Statement of Operations.

On September 3, 2024, the MDL Court granted a motion for preliminary approval of the proposed class action settlement.

Federal law imposes additional requirements before the class settlement can become final, including notice to class members, a time period for submission of any objections to the settlement or requests to be excluded from the settlement, and a fairness hearing, among other procedural steps, as described in the MDL Court’s September 3, 2024 order.

The MDL Court has scheduled a fairness hearing for January 13, 2025.

The MDL Court granted a motion for preliminary approval of the proposed class action settlement on September 3, 2024.

Following a time period for submission of any objections or requests to be excluded from the settlement, the MDL granted final approval of the settlement during a fairness hearing held on January 13, 2025 and entered a final approval order on January 15, 2025.

On February 13, 2025, the sole objector to the settlement filed a notice of appeal of the final approval order.

A settlement agreement with the sole objector was entered into on June 12, 2025.

On June 16, 2025, the MDL Court ruled that it would approve the settlement with the sole objector if remanded for that purpose.

On July 25, 2025, the United States Court of Appeals for the Sixth Circuit granted a motion for limited remand.

The MDL Court approved the settlement with the sole objector on August 8, 2025.

The class action settlement became effective as of September 9, 2025.

In Maryland, a trial commenced on September 16, 2024 in a case filed by the Mayor and City Council of Baltimore in the Circuit Court for Baltimore City.

On November 12, 2024, the jury returned a verdict finding ABDC (and another national distributor) liable for public nuisance and assessing approximately $ 274 million total in compensatory damages, approximately $ 74 million of which was assessed against ABDC.

A second phase of the trial began on December 11, 2024 related to the City of Baltimore’s request for an abatement remedy and proceeded as a bench trial.

On June 12, 2025, the Court issued a ruling on the defendants’ post-trial motions relating to the first phase of the trial.

The Court upheld the jury’s finding of liability, but granted the defendants a new trial on the extent of damages to correct certain errors and due to the excessive nature of the jury’s damages award.

In the alternative, the Court granted remittitur, through which the Court reduced the compensatory damages assessed against ABDC to approximately $ 14.4 million.

The Court issued its ruling regarding the City of Baltimore’s request for abatement on August 8, 2025, assessing approximately $ 28 million against ABDC for abatement measures, bringing the overall monetary award assessed against ABDC to approximately $ 42.5 million.

On August 14, 2025, the City of Baltimore informed the Court that it would accept the reduced damages award as reflected in the Court’s post-trial ruling, in lieu of a new trial.

On September 2, 2025, the Court entered final judgment.

In October 2025, ABDC (and the other national distributor) filed a notice of appeal to the Appellate Court of Maryland, and the City of Baltimore filed a notice of cross-appeal.

In November 2025, both the City of Baltimore and ABDC (and the other national distributor) filed petitions for a writ of certiorari (bypass) with the Supreme Court of Maryland.

If the Court grants the petitions, then the appeal will proceed directly in that Court, instead of in the Appellate Court.

The $ 42.4 million is a component of the Company’s $ 4.3 billion litigation liability as of September 30, 2025, as described above.

On September 26, 2024, the Company and two other national pharmaceutical distributors entered into a proposed class action settlement agreement to resolve the opioid-related claims of a proposed settlement class of hospitals.

The Company recorded a $ 120.9 million litigation expense accrual in Litigation and Opioid-Related Expenses (Credit), Net in its fiscal 2024 Consolidated Statement of Operations, representing the Company's expected share of the potential class action settlement.

Pursuant to these settlement discussions, a case in Alabama that involved up to eight plaintiff hospitals, and that was scheduled to begin trial on July 8, 2024, has now been severed and stayed as to the Company.

The Company recorded a $ 120.9 million litigation expense accrual in Litigation and Opioid-Related Expenses (Credit), Net in its fiscal 2024

Consolidated Statement of Operations, representing the Company’s expected share of the potential class action settlement.

On October 30, 2024, the United States District Court for the District of New Mexico granted a motion for preliminary approval of the proposed class action settlement.

The Court has scheduled a fairness hearing for March 4, 2025.

In January 2024, the Company prepaid the net present value of a future obligation as permitted under its settlement agreements.

The discount on the future obligation resulted in a $ 0.1 billion reduction of its accrued litigation liability.

Following notice to class members, a time period for submission of any objections to the settlement or requests to be excluded from the settlement, and a fairness hearing on March 4, 2025, the Court granted final approval of the settlement and entered a final approval order.

The settlement became effective on April 4, 2025.

The Company’s accrued litigation liability related to the Distributor Settlement Agreement, including the State of Alabama and an estimate for 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 $ 4.3 billion as of September 30, 2025 and $ 4.9 billion as of September 30, 2024.

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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.

On December 29, 2022, the Department of Justice filed a civil complaint (the “Complaint”) against the Company, ABDC, and Integrated Commercialization Services, LLC (“ICS”), a subsidiary of the Company, alleging violations of the Controlled Substances Act.

Specifically, the Complaint alleges that the Company negligently failed to report suspicious orders to the Drug Enforcement Administration.

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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.

On July 15, 2025, the Court entered an Amended Scheduling Order setting the fact discovery deadline as June 12, 2026 and the expert discovery deadline as January 15, 2027.

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 September 20, 2024, the Delaware Supreme Court affirmed the Court of Chancery’s judgment on the basis of and for the reasons stated in the Court of Chancery’s November 17, 2023 Memorandum Opinion and there is no further right of appeal.

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.

On December 30, 2021, the Lebanon County Employees’ Retirement Fund and Teamsters Local 443 Health Services & Insurance Plan filed a complaint for a purported derivative action in the Delaware Court of Chancery against the Company and certain of its current officers and directors.

The complaint 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.

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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 March 21, 2023, the Delaware Court of Chancery denied the Plaintiffs’ Motion for Relief from Judgment and Order Pursuant to Rule 60(b).

On December 18, 2023, the Delaware Supreme Court reversed the dismissal and remanded the case to the Delaware Court of Chancery for further proceedings.

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On March 4, 2024, the Delaware Court of Chancery granted the SLC’s consented-to motion to stay the action pending its investigation of the allegations of the complaint.

On July 28, 2025, the SLC notified the Court of Chancery that the parties had reached an agreement in principle to settle all claims in the action following a successful mediation conducted on June 24, 2025, and filed a stipulation to stay the action pending the presentation of a stipulation of settlement for the Court’s approval.

The Court granted the stay on July 29, 2025.

The parties filed a stipulation of settlement with the Court on August 15, 2025, and the Court held a fairness hearing on November 13, 2025.

During the fairness hearing, the Court approved the settlement and dismissed the action with prejudice.

Under this settlement, insurance carriers will pay the Company $ 111.3 million, less $ 24.8 million in attorneys’ fees and expenses awarded by the court to plaintiffs’ counsel.

Subpoenas, Ongoing Investigations, and Other Contingencies

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District Court for the Eastern District of New York.

December 2019, the government filed a notice that it was declining to intervene.

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.

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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 October 17, 2025, the Court denied the relator’s motions.

On November 13, 2025, the relator filed a notice of appeal of such denial to the United States Court of Appeals for the Second Circuit.

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.

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In October 2024, the Company reached an agreement in principle to resolve these claims.

Pursuant to the agreement in principle, the Company recorded a $ 49.1 million litigation expense accrual in Litigation and Opioid-Related Expenses (Credit), Net in its fiscal 2024 Consolidated Statement of Operations.

This liability was recorded in Accrued Expenses and Other on the Company's Consolidated Balance Sheet as of September 30, 2024.

Litigation Settlements

Antitrust Settlements

While no agreement has been finalized, pursuant to the agreement in principle the Company recorded a $ 49.1 million litigation expense accrual in Litigation and Opioid-Related Expenses (Credit), Net in its fiscal 2024 Consolidated Statement of Operations.

This liability is included in Accrued Expenses and Other on the Company’s Consolidated Balance Sheet as of September 30, 2025.

Antitrust Litigation 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.

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Healthcare Solutions and International Healthcare Solutions.

Prior to October 1, 2024, the chief operating decision maker ("CODM") of the Company was the Executive Vice President and Chief Operating Officer ("COO") of the Company, whose function is to allocate resources to, and assess the performance of, the Company's operating segments.

Effective October 1, 2024, the COO was promoted to President & Chief Executive Officer of the Company and remains the CODM.

The chief operating decision maker (“CODM”) of the Company is its President & Chief Executive Officer, whose function is to allocate resources to, and assess the performance of, the Company’s operating segments.

The CODM does not review assets by operating segment for the purpose of assessing performance or allocating resources.

Healthcare Solutions reportable segment distributes a comprehensive offering of brand-name, specialty brand-name and generic pharmaceuticals, over-the-counter healthcare products, home healthcare supplies and equipment, and related services to a wide variety of healthcare providers, including acute care hospitals and health systems, independent and chain retail pharmacies, mail order pharmacies, medical clinics, long-term care and alternate site pharmacies, and other customers.

to physicians who specialize in a variety of disease states, especially oncology, and to other healthcare providers, including hospitals and dialysis clinics.

Additionally, the U.S.

Healthcare Solutions reportable segment provides data analytics, outcomes research, and additional services for biotechnology and pharmaceutical manufacturers.

Healthcare Solutions reportable segment also provides pharmacy management, staffing and additional consulting services, and supply management software to a variety of retail and institutional healthcare providers.

It also provides a full suite of integrated manufacturer services that ranges from clinical trial support to product post-approval and commercialization support.

Healthcare Solutions reportable segment also provides pharmaceutical distribution (including plasma and other blood products, injectable pharmaceuticals, vaccines, and other specialty pharmaceutical products) and additional services to physicians who specialize in a variety of disease states, especially oncology and retina, and to other healthcare providers, including hospitals, specialty retinal practices, and dialysis clinics.

Healthcare Solutions reportable segment also provides pharmacy management, staffing and additional patient access and adherence support, and supply management software to a variety of retail and institutional healthcare providers.

Additionally, it delivers packaging solutions to institutional and retail healthcare providers.

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The International Healthcare Solutions reportable segment consists of businesses that focus on international pharmaceutical wholesale and related service operations and global commercialization services.

The International Healthcare Solutions reportable segment distributes pharmaceuticals, other healthcare products, and related services to healthcare providers, including pharmacies, doctors, health centers and hospitals primarily in Europe.

The International Healthcare Solutions reportable segment distributes pharmaceuticals and other healthcare products and provides related services to healthcare providers, including pharmacies, doctors, health centers and hospitals primarily in Europe.

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

It 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.

It also is a provider of specialized services, including regulatory affairs, market access, pharmacovigilance, development consulting and scientific affairs, and quality management and compliance, for the life sciences industry.

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

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

The following illustrates reportable segment and disaggregated revenue as required by ASC 606, “Revenue from Contracts with Customers,” for the periods indicated:

Fiscal Year Ended September 30,

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Revenue $ 321,332,819 $ 293,958,599 $ 262,173,411

The following illustrates reportable segment cost of goods sold information for the periods indicated:

Fiscal Year Ended September 30,

(in thousands) 2025 2024 2023

Healthcare Solutions $ 283,076,597 $ 258,916,313 $ 228,938,102

International Healthcare Solutions 27,050,982 25,306,564 24,227,832

Intersegment eliminations ( 9,622 ) ( 5,322 ) ( 4,486 )

Total segment cost of goods sold $ 310,117,957 $ 284,217,555 $ 253,161,448

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

Fiscal Year Ended September 30,

(in thousands) 2025 2024 2023

Healthcare Solutions $ 4,330,727 $ 3,488,237 $ 3,224,557

International Healthcare Solutions 2,667,067 2,607,599 2,498,285

Intersegment eliminations ( 5,905 ) ( 3,048 ) —

Total segment operating expenses $ 6,991,889 $ 6,092,788 $ 5,722,842

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

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Goodwill impairment ( 723,884 ) ( 418,000 ) —

Asset impairment — — ( 4,946 )

Operating income 2,628,601 2,175,249 2,340,731

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restructuring and other expenses;

goodwill impairment;

and impairment of assets.

and goodwill impairment.

All corporate office expenses are allocated to the operating segment level.

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Smith opioid litigation indemnity escrow.

Included in other loss (income), net, the Company recognized net gains of $ 40.7 million and $ 56.2 million from the divestiture of non-core businesses in fiscal 2023 and 2022, respectively.

Other loss (income), net includes a $ 113.5 million impairment of an equity investment that was made in fiscal 2021 and a $ 35.5 million loss on the divestiture of non-core businesses, offset in part by the Company’s portion of an equity method investment’s gain on the sale of a business of $ 39.7 million and a $ 14.1 million gain on the remeasurement of an equity investment in fiscal 2025.

Other loss (income), net, includes a $ 40.7 million net gain on the divestiture of non-core businesses in fiscal 2023.

The following illustrates depreciation and amortization by reportable segment for the periods indicated:

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Total depreciation and amortization $ 1,051,075 $ 1,091,974 $ 963,904

Depreciation and amortization related to property and equipment and intangible assets but excludes amortization of deferred financing costs and other debt-related items, which are included in interest expense, net.

Depreciation and amortization related to property and equipment and intangible assets excludes amortization of deferred financing costs and other debt-related items, which are included in interest expense, net.

The following illustrates capital expenditures by reportable segment for the periods indicated:

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Subsequent Events

Announced Acquisition

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

Under the terms of the agreement, the Company 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 the Company intends to make, and the payment of transaction fees and expenses, the Company’s expected cash outlay at closing would be approximately $ 4.3 billion.

At closing, the Company expects 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.

The Company expects to fund the transaction through a combination of cash on hand and new debt financing and has 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.

Dividend Increase

In November 2024, the Company's Board of Directors increased the quarterly dividend paid on common stock by 8 % and declared a regular quarterly cash dividend of $ 0.55 per share, payable on November 29, 2024 to shareholders of record on November 15, 2024.

In November 2025, the Company’s Board of Directors increased the quarterly dividend paid on common stock by 9 % and declared a regular quarterly cash dividend of $ 0.60 per share, payable on December 1, 2025 to shareholders of record on November 14, 2025.

Reportable Segments (revised as of October 1, 2025)

Recently, the Company undertook a strategic review of its business to ensure alignment with its growth priorities and strategic drivers.

As a result of this review, the Company has reorganized certain business components within its reporting structure.

Beginning in the first quarter of fiscal 2026, the Company’s reporting structure will be comprised of U.S.

Healthcare Solutions, International Healthcare Solutions, and Other.

Healthcare Solutions reportable segment will consist of U.S.

Human Health (excluding legacy U.S.

Consulting Services).

The International Healthcare Solutions reportable segment will consist of Alliance Healthcare, Innomar, World Courier, and strategic components of PharmaLex.

Other, which is not considered a reportable segment, will consist of businesses for which the Company has begun to explore strategic alternatives and includes MWI Animal Health, Profarma, U.S.

Consulting Services and the other components of PharmaLex.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 8. Financial Statements and Supplementary Data