What changed in this filing

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Item 9A. Controls and Procedures

2025-11-25 compared with 2024-11-26 · 64 added, 61 removed, 210 unchanged (37% of the section changed)

20 unchanged sentences

Based on management’s assessment and those criteria, management has concluded that Cencora’s internal control over financial reporting was effective as of September 30, 2025.

During the second quarter of fiscal 2025, the Company acquired Retina Consultants of America (“RCA”).

As permitted by related SEC staff interpretive guidance for newly acquired businesses, RCA has been excluded from management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of September 30, 2025.

In the aggregate, RCA represented 8% of the total assets (of which 7% represented acquired goodwill and intangibles) and 1% of total revenue of the Company as of and for the fiscal year ended September 30, 2025.

Cencora’s independent registered public accounting firm, Ernst & Young LLP, has issued an attestation report on the effectiveness of Cencora’s internal control over financial reporting.

7 unchanged sentences

and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of September 30, 2025, based on the COSO criteria.

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Retina Consultants of America (“RCA”), which is included in the 2025 consolidated financial statements of the Company and constituted 8% of total assets as of September 30, 2025 and 1% of total revenue for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of RCA.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2025 consolidated financial statements of the Company and our report dated November 25, 2025 expressed an unqualified opinion thereon.

19 unchanged sentences

OTHER INFORMATION

During the three months ended September 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , modified or terminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

During the three months ended September 30, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , modified or terminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

1 unchanged sentence

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information appearing in our Notice of Annual Meeting of Stockholders and Proxy Statement for the 2025 Annual Meeting of Stockholders (the "2025 Proxy Statement"), including information appearing under "Proxy Statement Summary," "Board and Governance Matters," "Delinquent Section 16(a) Reports," and "Audit Committee Matters" is incorporated herein by reference.

Information appearing in our Notice of Annual Meeting of Stockholders and Proxy Statement for the 2026 Annual Meeting of Stockholders (the “2026 Proxy Statement”), including information appearing under “Proxy Statement Summary,” “Board and Governance Matters,” and “Audit Committee Matters” is incorporated herein by reference.

We will file the 2026 Proxy Statement with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the close of the fiscal year.

1 unchanged sentence

We adopted a Code of Ethics for Designated Senior Officers that applies to our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer.

A copy of this Code of Ethics is posted on our Internet website, which is investor.cencora.com.

Any amendment to, or waiver from, any provision of this Code of Ethics will be posted on our Internet website.

A copy of this Code of Ethics is posted on our investor relations website, which is investor.cencora.com.

Any amendment to, or waiver from, any provision of this Code of Ethics will be posted on our investor relations website.

The Company has adopted a policy statement regarding securities transactions (the “Trading Policy”) that applies to all officers, directors, employees, consultants, and contractors of the Company and its subsidiaries, as well as the Company itself.

26 unchanged sentences

Number Description

2.1 Share Purchase Agreement, by and between Walgreens Boots Alliance, Inc.

and AmerisourceBergen Corporation, dated as of January 6, 2021 (incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed on January 8, 2021).

3.1 Amended and Restated Certificate of Incorporation of the Registrant, effective March 14, 2024 (incorporated by reference to Exhibit 3.1 to the Registrant ’ s Current Report on Form 8-K filed on March 15, 2024) .

3.2 Amended and Restated Bylaws of the Registrant, effective August 1 3 , 202 4 (incorporated by reference to Exhibit 3.

1 to the Registrant's Current Report on Form 8-K filed on August 16 , 202 4 ) .

3.2 Amended and Restated Bylaws of the Registrant, effective August 13, 2024 (incorporated by reference to Exhibit 3.1 to the Registrant ’ s Current Report on Form 8-K filed on August 16, 2024) .

4.1 Indenture, dated as of November 19, 2009, between the Registrant and U.S.

Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant ’ s Current Report on Form 8-K filed on November 23, 2009).

4.2 Fifth Supplemental Indenture, dated as of February 20, 2015, between the Registrant and U.S.

Bank National Association, as trustee, related to the Registrant's 3.250% Senior Notes due 2025 (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on February 20, 2015).

4.3 Form of 3.250% Senior Notes due 2025 (incorporated by reference to Exhibit A to Fifth Supplemental Indenture, dated as of February 20, 2015 between the Registrant and U.S.

Bank National Association, as trustee, related to the Registrant's 3.250% Senior Notes due 2025, which is filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on February 20, 2015).

4.2 Sixth Supplemental Indenture, dated as of February 20, 2015, between the Registrant and U.S.

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4.8 Ninth Supplemental Indenture, dated as of May 19, 2020, between the Registrant and U.S.

Bank National Association, as trustee, related to the Registrant's 2.800% Senior Notes due 2030 (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on May 19, 2020).

Bank National Association, as trustee, related to the Registrant ’ s 2.800% Senior Notes due 2030 (incorporated by reference to Exhibit 4.1 to the Registran t ’ s Current Report on Form 8-K filed on May 19, 2020).

4.9 Form of 2.800% Senior Notes due 2030 (incorporated by reference to Exhibit A to Ninth Supplemental Indenture, dated as of May 19, 2020 between the Registrant and U.S.

1 unchanged sentence

4.10 Eleventh Supplemental Indenture, dated March 30, 2021, by and between the Registrant and U.S.

Bank National Association (including Form of 2.700% Senior Note due 2031) (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed on April 1, 2021).

4.13 Form of 2.700% Senior Note due 2031 (incorporated by reference to Exhibit A to Eleventh Supplemental Indenture, dated March 30, 2021, by and between the Registrant and U.S.

Bank National Association, as trustee, related to the Registrant's 2.700% Senior Notes Due 2031, which is filed as Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed on April 1, 2021).

Bank National Association (including Form of 2.700% Senior Note s due 2031) (incorporated by reference to Exhibit 4.2 to the Registrant ’ s Current Report on Form 8-K filed on April 1, 2021).

4.11 Form of 2.700% Senior Note s due 2031 (incorporated by reference to Exhibit A to Eleventh Supplemental Indenture, dated March 30, 2021, by and between the Registrant and U.S.

Bank National Association, as trustee, related to the Registrant ’ s 2.700% Senior Notes d ue 2031, which is filed as Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed on April 1, 2021).

4.12 Twelfth Supplemental Indenture, dated February 7, 2024, by and between Cencora, Inc.

2 unchanged sentences

Bank Trust Company, National Association, as trustee, related to the Registrant ’ s 5.125% Senior Notes due 2034, which is filed as Exhibit 4.1 to the Registrant ’ s Current Report on Form 8-K filed on February 7, 2024).

4.14 Thirteenth Supplemental Indenture, dated December 9, 2024, by and between Cencora, Inc.

Bank Trust Company, National Association (including Form of 4.625% Senior Notes due 2027) (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on December 10, 2024).

4.15 Form of 4.625% Senior Notes due 2027 (incorporated by reference to Exhibit A to Thirteenth Supplemental Indenture, dated December 9, 2024, by and between Cencora, Inc.

Bank Trust Company, National Association, as trustee, related to the Registrant’s 4.625% Senior Notes due 2027, which is filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on December 10, 2024).

4.16 Fourteenth Supplemental Indenture, dated December 9, 2024, by and between Cencora, Inc.

Bank Trust Company, National Association (including Form of 4.850% Senior Notes due 2029) (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on December 10, 2024).

Number Description

4.17 Form of 4.850% Senior Notes due 2029 (incorporated by reference to Exhibit A to Fourteenth Supplemental Indenture, dated December 9, 2024, by and between Cencora, Inc.

Bank Trust Company, National Association, as trustee, related to the Registrant’s 4.850% Senior Notes due 2029, which is filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on December 10, 2024).

4.18 Fifteenth Supplemental Indenture, dated December 9, 2024, by and between Cencora, Inc.

Bank Trust Company, National Association (including Form of 5.150% Senior Notes due 2035) (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on December 10, 2024).

4.19 Form of 5.150% Senior Notes due 2035 (incorporated by reference to Exhibit A to Fifteenth Supplemental Indenture, dated December 9, 2024, by and between Cencora, Inc.

Bank Trust Company, National Association, as trustee, related to the Registrant’s 5.150% Senior Notes due 2035, which is filed as Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on December 10, 2024).

4.20 Sixteenth Supplemental Indenture, dated May 22, 2025, by and among Cencora, Inc., U.S.

Bank Europe DAC, U.K.

Branch and U.S.

Bank Trust Company, National Association (including Form of 2.875% Senior Notes due 2028) (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on May 22, 2025).

4.21 Form of 2.875% Senior Notes due 2028 (incorporated by reference to Exhibit A to Sixteenth Supplemental Indenture, dated May 22, 2025, by and among Cencora, Inc., U.S.

Bank Europe DAC, U.K.

Branch, as paying agent, and U.S.

Bank Trust Company, National Association, as trustee, related to the Registrant’s 2.875% Senior Notes due 2028, which is filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on May 22, 2025).

4.22 Seventeenth Supplemental Indenture, dated May 22, 2025, by and among Cencora, Inc., U.S.

Bank Europe DAC, U.K.

Branch and U.S.

Bank Trust Company, National Association (including Form of 3.625% Senior Notes due 2032) (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on May 22, 2025).

4.23 Form of 3.625% Senior Notes due 2032 (incorporated by reference to Exhibit A to Seventeenth Supplemental Indenture, dated May 22, 2025, by and among Cencora, Inc., U.S.

Bank Europe DAC, U.K.

Branch, as paying agent, and U.S.

Bank Trust Company, National Association, as trustee, related to the Registrant’s 3.625% Senior Notes due 2032, which is filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on May 22, 2025).

4.24 Description of the Registrant's Securities.

10.1 Framework Agreement, dated as of March 18, 2013, by and among the Registrant, Walgreen Co.

and Alliance Boots GmbH (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on March 20, 2013).

10.2 Amended and Restated AmerisourceBergen Shareholders Agreement, dated as of June 1, 2021, between AmerisourceBergen Corporation and Walgreens Boots Alliance, Inc.

(incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on June 2, 2021).

10.3 Amendment No.

1 to the Amended and Restated Shareholders Agreement, dated as of August 2, 2022, by and between AmerisourceBergen Corporation and Walgreens Boots Alliance, Inc.

(incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2022).

10.4 Amendment No.

2 to the Amended and Restated Shareholders Agreement, dated as of August 16, 2024, by and between Cencora, Inc.

and Walgreens Boots Alliance, Inc.(incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on August 16, 2024) .

‡10.5 C e ncora, Inc.

De ferred Compensation Plan , effective January 1, 2024 (incorporated by reference to Exhibit 10.

3 to the Registrant's Quarterly Report on Form 10- Q for the fiscal quarter ended December 3 1 , 20 23 ).

‡10.6 AmerisourceBergen Corporation Equity Incentive Plan, as amended and restated as of January 1, 2011(incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on February 25, 2013).

‡10.7 Form of Nonqualified Stock Option Award Agreement to Employee under the AmerisourceBergen Corporation Equity Incentive Plan (incorporated by reference to Exhibit 10.10 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 2013).

‡10.1 Cencora, Inc.

Deferred Compensation Plan, effective January 1, 2024 (incorporated by reference to Exhibit 10.3 to the Registrant ’ s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2023).

‡10.2 AmerisourceBergen Corporation Amended and Restated Employee Stock Purchase Plan, as amended and restated on March 2, 2018 (incorporated by reference to Exhibit 10.1 to the Registrant ’ s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018).

3 unchanged sentences

‡10.6 Form of Restricted Stock Unit Agreement to Non-Employee Director under the AmerisourceBergen Corporation Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant ’ s Current Report on form 8-K filed on March 10, 2014).

‡10.13 Form of 2014 Nonqualified Stock Option Award Agreement to Employee under the AmerisourceBergen Corporation Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K filed on March 10, 2014).

‡10.7 Form of 2019 Nonqualified Stock Option Award Agreement to Employee under the AmerisourceBergen Corporation Omnibus Incentive Plan (incorporated by reference to Exhibit 10.7 to the Registrant ’ s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2018).

1 unchanged sentence

‡10.9 Form of 2021 Performance Share Award Agreement to Employee under the AmerisourceBergen Corporation Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant ’ s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2021).

‡10.17 Form of 2020 Restricted Stock Unit Agreement to Employee under the AmerisourceBergen Corporation Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2020).

‡10.18 Form of 2021 Performance Share Award Agreement to Employee under the AmerisourceBergen Corporation Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2021).

‡10.10 Form of Restricted Stock Unit Award Agreement to Non-Employee Director under the AmerisourceBergen Corporation 2022 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant ’ s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2022).

‡10.11 AmerisourceBergen Corporation Financial Recoupment Policy (incorporated by reference to Exhibit 10.10 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2018).

Form of Restricted Stock Unit Award Agreement to Employee under the AmerisourceBergen Corporation 2022 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.23 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 2022) .

Number Description

Form of Restricted Stock Unit Award Agreement to Employee under the AmerisourceBergen Corporation 2022 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.23 to the Registrant ’ s Annual Report on Form 10-K for the fiscal year ended September 30, 2022) .

Form of Performance Share Award Unit Award Agreement to Employee under the AmerisourceBergen Corporation 2022 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.24 to the Registrant ’ s Annual Report on Form 10-K for the fiscal year ended September 30, 2022) .

Amended and Restated Employment Agreement, dated as of January 11, 2019, between the Company and Steven H.

Collis (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 11, 2019).

Form of Employment Agreement applicable to executive officers (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on January 11, 2019).

32 unchanged sentences

10.42 Twenty-First Amendment to Amended and Restated Receivables Purchase Agreement, dated as of October 9, 2024, among Amerisource Receivables Financial Corporation, as seller, AmerisourceBergen Drug Corporation, as servicer, the Purchaser Agents and Purchasers party thereto, and MUFG Bank, Ltd., as administrator (incorporated by reference to Exhibit 10.2 to the Registrant ’ s Current Report on Form 8-K filed on October 15, 2024).

10.43 Twenty-Second Amendment to Amended and Restated Receivables Purchase Agreement, dated as of June 30, 2025, among Amerisource Receivables Financial Corporation, as seller, AmerisourceBergen Drug Corporation, as servicer, the Purchaser Agents and Purchasers party thereto, and MUFG Bank, Ltd., as administrator (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 3, 2025).

10.44 Second Amended and Restated Performance Undertaking Agreement, dated as of October 16, 2020, executed by AmerisourceBergen Corporation, as performance guarantor (incorporated by reference to Exhibit 10.3 to the Registrant ’ s Current Report on Form 8-K filed on October 19, 2020).

10.54 Amended and Restated Credit Agreement, dated as of October 6, 2023, among Cencora, Inc., the borrowing subsidiaries party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on October 10, 2023) .

10.55 Amended and Restated Credit Agreement, dated as of October 9, 2024, among Cencora, Inc., the borrowing subsidiaries party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on October 15, 2024).

10.45 Amended and Restated Credit Agreement, dated as of June 4, 2025, among Cencora, Inc., the borrowing subsidiaries party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant ’ s Current Report on Form 8-K filed on June 6, 2025).

10.46 Term Credit Agreement, dated as of November 26, 2024, among Cencora, Inc., the lenders party thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 27, 2024).

10.47 Amendment No.

1 to Term Credit Agreement, dated as of June 4, 2025, among the Company, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on June 6, 2025).

10.48 Amendment No.

2 to Term Credit Agreement, dated as of September 5, 2025, among the Company, the lenders party thereto, and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 9, 2025).

10.49 Uncommitted Money Market Line Credit Agreement, dated as of June 10, 2022, between the Registrant and Société Générale, acting through its New York Branch, as lender (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2024).

10.50 Amendment No.

1 to Uncommitted Money Market Line Credit Agreement, dated as of February 3, 2025, between the Registrant and Société Générale, acting through its New York Branch, as lender (incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2024).

10.51 Amendment No.

2 to Uncommitted Money Market Line Credit Agreement, dated as of September 5, 2025, between the Company and Société Générale, acting through its New York Branch, as lender (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on September 9, 2025).

10.52 Uncommitted Facility Letter and Supplement of Additional Terms, dated as of July 31, 2025, by and between the Registrant and BNP Paribas (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025).

10.53 Distributor Settlement Agreement, dated as of March 25, 2022, between and among the Settling States, the Settling Distributors, and the Participating Subdivisions (as defined therein) (incorporated by reference to Exhibit 10.1 to the Registrant ’ s Current Report on Form 8-K/A filed on May 3, 2022).

10.57 Share Repurchase Agreement, dated as of November 9, 2023, by and between Cencora, Inc.

and Walgreens Boots Alliance Holdings LLC (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on November 14, 2023) .

10.58 Share Repurchase Agreement, dated as of February 7, 2024, by and between Cencora, Inc.

and Walgreens Boots Alliance Holdings LLC (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on February 9, 2024) .

10.59 Share Repurchase Agreement, dated as of May 22, 2024, by and between Cencora, Inc.

and Walgreens Boots Alliance Holdings LLC (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on May 24, 2024) .

10.60 Share Repurchase Agreement, dated as of August 1, 2024, by and between Cencora, Inc.

and Walgreens Boots Alliance Holdings LLC (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on August 5, 2024) .

19 Insider Trading Policy

8 unchanged sentences

(i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Stockholders' Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements.

Number Description

104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

17 unchanged sentences

Lazarus Krikorian (Principal Accounting Officer)

/s/ STEVEN H.

COLLIS Executive Chairman of the Board

/s/ ORNELLA BARRA Director

Ornella Barra

/s/ WERNER BAUMANN Director

Werner Baumann

/s/ FRANK CLYBURN Director

Frank Clyburn

MARK DURCAN Lead Independent Director

/s/ RICHARD W.

GOCHNAUER Director

CLYBURN Director

MARK DURCAN Chair and Director

GREENBERG Director

/s/ KATHLEEN W.

HYLE Director

Signature Title

/s/ LORENCE H.

/s/ REDONDA MILLER, M.D.

Redonda Miller, M.D.

/s/ REDONDA G.

/s/ DENNIS M.

NALLY Director

Signature Title

RYERKERK Director

/s/ LAUREN M.

16 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures