10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED March 31, 2023

OR

☐         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ___________ TO___________

Commission file number 1-16671

AMERISOURCEBERGEN CORPORATION

(Exact name of registrant as specified in its charter)

Delaware			23-3079390
(State or other jurisdiction of			(I.R.S. Employer
incorporation or organization)			Identification No.)
1 West First Avenue	Conshohocken,	PA	19428-1800
(Address of principal executive offices)			(Zip Code)

 (610) 727-7000

(Registrant’s telephone number, including area code)

 Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common stock, par value $0.01 per share	ABC	New York Stock Exchange	(NYSE)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ý  No  o

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ý  No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).

Large accelerated filer ý  Accelerated filer o  Non-accelerated filer o  Smaller reporting company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐   No  ý

The number of shares of common stock of AmerisourceBergen Corporation outstanding as of April 30, 2023 was 202,466,004.

AMERISOURCEBERGEN CORPORATION

TABLE OF CONTENTS

	Page No.
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets as of March 31, 2023 and September 30, 2022	2
Consolidated Statements of Operations for the three and six months ended March 31, 2023 and 2022	3
Consolidated Statements of Comprehensive Income for the three and six months ended March 31, 2023 and 2022	4
Consolidated Statements of Changes in Stockholders' Equity for the three and six months ended March 31, 2023 and 2022	5
Consolidated Statements of Cash Flows for the six months ended March 31, 2023 and 2022	7
Notes to Consolidated Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3. Quantitative and Qualitative Disclosures About Market Risk	33
Item 4. Controls and Procedures	33
Part II. OTHER INFORMATION
Item 1. Legal Proceedings	34
Item 1A. Risk Factors	34
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 3. Defaults Upon Senior Securities	37
Item 4. Mine Safety Disclosures	37
Item 5. Other Information	37
Item 6. Exhibits	38
SIGNATURES	39

1

PART I. FINANCIAL INFORMATION 

ITEM I. Financial Statements (Unaudited) 

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)	March 31, 2023		September 30, 2022
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,539,406	$	3,388,189
Accounts receivable, less allowances for returns and credit losses: $1,571,210 as of March 31, 2023 and $1,626,729 as of September 30, 2022	19,491,097		18,452,675
Inventories	16,955,245		15,556,394
Right to recover assets	1,480,545		1,532,061
Income tax receivable	35,348		172,568
Prepaid expenses and other	488,000		487,871
Total current assets	39,989,641		39,589,758
Property and equipment, net	2,149,937		2,135,003
Goodwill	9,633,540		8,503,886
Other intangible assets	4,884,843		4,332,737
Deferred income taxes	228,524		237,571
Other assets	1,879,698		1,761,661
TOTAL ASSETS	$	58,766,183	$	56,560,616
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	42,734,822	$	40,192,890
Accrued expenses and other	2,069,996		2,214,592
Short-term debt	266,279		1,070,473
Total current liabilities	45,071,097		43,477,955
Long-term debt	4,666,532		4,632,360
Accrued income taxes	272,292		320,274
Deferred income taxes	1,741,795		1,620,413
Other liabilities	1,055,255		976,583
Accrued litigation liability	5,448,075		5,461,758
Commitments and contingencies (Note 10)
Stockholders’ equity:
Common stock, $0.01 par value - authorized, issued, and outstanding: 600,000,000 shares, 294,377,098 shares, and 202,410,686 shares as of March 31, 2023, respectively, and 600,000,000 shares, 292,700,490 shares, and 206,203,817 shares as of September 30, 2022, respectively	2,944		2,927
Additional paid-in capital	5,770,242		5,658,733
Retained earnings	3,691,314		2,977,646
Accumulated other comprehensive loss	(1,316,138)		(1,830,970)
Treasury stock, at cost: 91,966,412 shares as of March 31, 2023 and 86,496,673 shares as of September 30, 2022	(7,866,676)		(7,019,895)
Total AmerisourceBergen Corporation stockholders' equity (deficit)	281,686		(211,559)
Noncontrolling interests	229,451		282,832
Total stockholders' equity	511,137		71,273
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	58,766,183	$	56,560,616

See notes to consolidated financial statements.

2

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three months ended March 31,				Six months ended March 31,
(in thousands, except per share data)	2023		2022		2023		2022
Revenue	$	63,457,205	$	57,719,446	$	126,304,037	$	117,348,256
Cost of goods sold	61,161,763		55,484,366		121,862,642		113,052,817
Gross profit	2,295,442		2,235,080		4,441,395		4,295,439
Operating expenses:
Distribution, selling, and administrative	1,321,087		1,203,238		2,612,015		2,373,348
Depreciation	100,681		96,498		200,223		192,083
Amortization	140,785		78,792		213,183		159,136
Litigation and opioid-related expenses	15,813		52,090		28,519		84,725
Acquisition-related deal and integration expenses	59,113		11,790		80,109		33,140
Restructuring and other expenses	97,444		12,515		113,684		23,499
Impairment of assets	—		—		—		4,946
Operating income	560,519		780,157		1,193,662		1,424,562
Other income, net	(15,720)		(948)		(22,048)		(6,120)
Interest expense, net	64,109		52,916		110,125		106,288
Income before income taxes	512,130		728,189		1,105,585		1,324,394
Income tax expense	83,917		172,944		201,202		319,733
Net income	428,213		555,245		904,383		1,004,661
Net loss (income) attributable to noncontrolling interests	7,189		(7,231)		10,764		(7,542)
Net income attributable to AmerisourceBergen Corporation	$	435,402	$	548,014	$	915,147	$	997,119
Earnings per share:
Basic	$	2.15	$	2.62	$	4.50	$	4.77
Diluted	$	2.13	$	2.59	$	4.46	$	4.71
Weighted average common shares outstanding:
Basic	202,316		209,244		203,188		208,900
Diluted	204,256		211,991		205,306		211,580
Cash dividends declared per share of common stock	$	0.485	$	0.460	$	0.970	$	0.920

See notes to consolidated financial statements.

3

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited) 

	Three months ended March 31,				Six months ended March 31,
(in thousands)	2023		2022		2023		2022
Net income	$	428,213	$	555,245	$	904,383	$	1,004,661
Other comprehensive income (loss)
Foreign currency translation adjustments	79,144		(193,782)		475,218		(572,243)
Other, net	1,586		(304)		(1,123)		(977)
Total other comprehensive income (loss)	80,730		(194,086)		474,095		(573,220)
Total comprehensive income	508,943		361,159		1,378,478		431,441
Comprehensive loss attributable to noncontrolling interests	22,239		3,819		51,501		5,301
Comprehensive income attributable to AmerisourceBergen Corporation	$	531,182	$	364,978	$	1,429,979	$	436,742

See notes to consolidated financial statements.

4

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES 

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(Unaudited)

(in thousands, except per share data)	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Noncontrolling Interests		Total
December 31, 2022	$	2,942	$	5,737,106	$	3,357,678	$	(1,411,918)	$	(7,863,939)	$	251,690	$	73,559
Net income (loss)	—		—		435,402		—		—		(7,189)		428,213
Other comprehensive income (loss)	—		—		—		95,780		—		(15,050)		80,730
Cash dividends, $0.485 per share	—		—		(101,766)		—		—		—		(101,766)
Exercises of stock options	1		9,848		—		—		—		—		9,849
Share-based compensation expense	—		23,499		—		—		—		—		23,499
Employee tax withholdings related to restricted share vesting	—		—		—		—		(2,737)		—		(2,737)
Other, net	1		(211)		—		—		—		—		(210)
March 31, 2023	$	2,944	$	5,770,242	$	3,691,314	$	(1,316,138)	$	(7,866,676)	$	229,451	$	511,137

(in thousands, except per share data)	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Noncontrolling Interests		Total
December 31, 2021	$	2,920	$	5,546,614	$	2,019,077	$	(822,783)	$	(6,504,282)	$	359,575	$	601,121
Net income	—		—		548,014		—		—		7,231		555,245
Other comprehensive loss	—		—		—		(183,036)		—		(11,050)		(194,086)
Cash dividends, $0.460 per share	—		—		(97,382)		—		—		—		(97,382)
Exercises of stock options	4		34,032		—		—		—		—		34,036
Share-based compensation expense	—		19,645		—		—		—		—		19,645
Purchases of common stock	—		—		—		—		(11,396)		—		(11,396)
Employee tax withholdings related to restricted share vesting	—		—		—		—		(646)		—		(646)
Other, net	—		(472)		—		—		—		—		(472)
March 31, 2022	$	2,924	$	5,599,819	$	2,469,709	$	(1,005,819)	$	(6,516,324)	$	355,756	$	906,065

See notes to consolidated financial statements.

5

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES 

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(Unaudited)

(in thousands, except per share data)	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Noncontrolling Interests		Total
September 30, 2022	$	2,927	$	5,658,733	$	2,977,646	$	(1,830,970)	$	(7,019,895)	$	282,832	$	71,273
Net income (loss)	—		—		915,147		—		—		(10,764)		904,383
Other comprehensive income (loss)	—		—		—		514,832		—		(40,737)		474,095
Cash dividends, $0.970 per share	—		—		(201,479)		—		—		—		(201,479)
Exercises of stock options	4		31,708		—		—		—		—		31,712
Share-based compensation expense	—		79,132		—		—		—		—		79,132
Purchases of common stock	—		—		—		—		(778,827)		—		(778,827)
Employee tax withholdings related to restricted share vesting	—		—		—		—		(67,954)		—		(67,954)
Other, net	13		669		—		—		—		(1,880)		(1,198)
March 31, 2023	$	2,944	$	5,770,242	$	3,691,314	$	(1,316,138)	$	(7,866,676)	$	229,451	$	511,137

(in thousands, except per share data)	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Noncontrolling Interests		Total
September 30, 2021	$	2,907	$	5,465,104	$	1,670,513	$	(445,442)	$	(6,469,728)	$	361,057	$	584,411
Net income	—		—		997,119		—		—		7,542		1,004,661
Other comprehensive loss	—		—		—		(560,377)		—		(12,843)		(573,220)
Cash dividends, $0.920 per share	—		—		(197,923)		—		—		—		(197,923)
Exercises of stock options	8		72,965		—		—		—		—		72,973
Share-based compensation expense	—		62,565		—		—		—		—		62,565
Purchases of common stock	—		—		—		—		(11,396)		—		(11,396)
Employee tax withholdings related to restricted share vesting	—		—		—		—		(35,200)		—		(35,200)
Other, net	9		(815)		—		—		—		—		(806)
March 31, 2022	$	2,924	$	5,599,819	$	2,469,709	$	(1,005,819)	$	(6,516,324)	$	355,756	$	906,065

See notes to consolidated financial statements.

6

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six months ended March 31,
(in thousands)	2023		2022
OPERATING ACTIVITIES
Net income	$	904,383	$	1,004,661
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, including amounts charged to cost of goods sold	201,674		194,407
Amortization, including amounts charged to interest expense	218,508		165,629
Provision for credit losses	9,462		7,406
(Benefit) provision for deferred income taxes	(61,725)		51,750
Share-based compensation expense	79,132		62,565
LIFO expense (credit)	79,320		(60,738)
Impairment of assets	—		4,946
Other, net	1,469		(2,545)
Changes in operating assets and liabilities, excluding the effects of acquisitions:
Accounts receivable	(861,202)		(527,521)
Inventories	(1,413,515)		(215,479)
Income taxes receivable	142,441		86,590
Prepaid expenses and other assets	56,787		67,847
Accounts payable	2,391,172		598,411
Accrued expenses	(260,297)		(134,656)
Long-term accrued litigation liability	(13,683)		(26,494)
Income taxes payable and other liabilities	(134,338)		(146,783)
NET CASH PROVIDED BY OPERATING ACTIVITIES	1,339,588		1,129,996
INVESTING ACTIVITIES
Capital expenditures	(178,581)		(209,343)
Cost of acquired companies, net of cash acquired	(1,409,681)		(124,158)
Other, net	(11,633)		(3,663)
NET CASH USED IN INVESTING ACTIVITIES	(1,599,895)		(337,164)
FINANCING ACTIVITIES
Loan borrowings	68,133		68,159
Senior notes and loan repayments	(757,695)		(317,299)
Borrowings under revolving and securitization credit facilities	35,784,977		3,855,847
Repayments under revolving and securitization credit facilities	(35,780,516)		(3,815,497)
Purchases of common stock	(807,214)		(11,396)
Exercises of stock options	31,712		72,973
Cash dividends on common stock	(201,479)		(197,923)
Employee tax withholdings related to restricted share vesting	(67,954)		(35,200)
Other, net	(3,355)		(4,251)
NET CASH USED IN FINANCING ACTIVITIES	(1,733,391)		(384,587)
EFFECT OF EXCHANGE RATE CHANGES ON CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	88,822		(5,055)
(DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, INCLUDING CASH CLASSIFIED WITHIN ASSETS HELD FOR SALE	(1,904,876)		403,190
LESS: INCREASE IN CASH CLASSIFIED WITHIN ASSETS HELD FOR SALE	—		(516)
(DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	(1,904,876)		402,674
Cash, cash equivalents, and restricted cash at beginning of period	3,593,539		3,070,128
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD	$	1,688,663	$	3,472,802

See notes to consolidated financial statements.

7

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1.  Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements present the consolidated financial position, results of operations, and cash flows of AmerisourceBergen Corporation and its subsidiaries, including less-than-wholly-owned subsidiaries in which AmerisourceBergen Corporation has a controlling financial interest (the "Company"), as of the dates and for the periods indicated. All significant intercompany accounts and transactions have been eliminated in consolidation.

The accompanying unaudited consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP") for interim financial information and in accordance with the instructions to Form 10-Q, and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments (consisting only of normal recurring accruals, except as otherwise disclosed herein) considered necessary to present fairly the financial position as of March 31, 2023 and the results of operations and cash flows for the interim periods ended March 31, 2023 and 2022 have been included. Certain information and footnote disclosures normally included in financial statements presented in accordance with U.S. GAAP, but which are not required for interim reporting purposes, have been omitted. The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual amounts could differ from these estimated amounts. Certain reclassifications have been made to prior-period amounts in order to conform to the current year presentation.

Restricted Cash

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

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

(amounts in thousands)	March 31, 2023		September 30, 2022		March 31, 2022		September 30, 2021
	(unaudited)				(unaudited)
Cash and cash equivalents	$	1,539,406	$	3,388,189	$	2,960,759	$	2,547,142
Restricted cash (included in Prepaid Expenses and Other)	87,740		144,980		452,014		462,986
Restricted cash (included in Other Assets)	61,517		60,370		60,029		60,000
Cash, cash equivalents, and restricted cash	$	1,688,663	$	3,593,539	$	3,472,802	$	3,070,128

Recently Adopted Accounting Pronouncements

As of March 31, 2023, there were no recently-issued accounting standards that may have a material impact on the Company’s financial position, results of operations, cash flows, or notes to the financial statements upon their adoption.

8

Note 2. Acquisition

The Company acquired and assumed control of PharmaLex Holding Gmbh ("PharmaLex") effective January 1, 2023 for $1.473 billion, subject to customary adjustments, including a $29.3 million cash holdback. PharmaLex is a leading provider of specialized services for the life sciences industry. PharmaLex's services include regulatory affairs, development consulting and scientific affairs, pharmacovigilance, and quality management and compliance. PharmaLex is headquartered in Germany and operates in over 30 countries. The acquisition advances the Company's role as a partner of choice for biopharmaceutical partners across the pharmaceutical development and commercialization journey. PharmaLex is a component of the Company's International Healthcare Solutions reportable segment.

The purchase price has been preliminarily allocated to the underlying assets acquired, including $37.5 million of cash and cash equivalents, and liabilities assumed based upon their estimated fair values as of the date of the acquisition. The preliminary allocation is pending the final valuation of the intangible assets and the corresponding deferred taxes, as well as finalization of the working capital account balances and lease right-of-use assets and liabilities.

The purchase price exceeded the current estimated fair value of the net tangible and intangible assets acquired by $1,016.7 million, which was allocated to goodwill. Goodwill resulting from this acquisition is not expected to be deductible for income tax purposes.

The estimated fair value of the intangible assets acquired of $558.9 million, and the estimated useful lives are as follows:

(in thousands, except useful lives)	Fair Value		Useful Lives
Customer relationships	$	522,634	12
Trade names	30,931		5
Software technology	5,333		6
Total	$	558,898

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

Note 3. Variable Interest Entity

The Company has substantial governance rights over Profarma Distribuidora de Produtos Farmacêuticos S.A. ("Profarma"), which allow it to direct the activities that significantly impact Profarma’s economic performance. As such, the Company consolidates the operating results of Profarma in its consolidated financial statements. The Company is not obligated to provide future financial support to Profarma.

The following assets and liabilities of Profarma are included in the Company's Consolidated Balance Sheets:

(in thousands)	March 31, 2023		September 30, 2022
Cash and cash equivalents	$	19,366	$	23,144
Accounts receivables, net	199,993		192,930
Inventories	214,652		207,858
Prepaid expenses and other	66,845		63,982
Property and equipment, net	41,406		35,554
Other intangible assets	64,536		66,568
Other long-term assets	76,849		71,327
Total assets	$	683,647	$	661,363
Accounts payable	$	249,248	$	215,515
Accrued expenses and other	45,164		47,952
Short-term debt	21,871		60,851
Long-term debt	96,981		64,918
Deferred income taxes	22,512		25,801
Other long-term liabilities	54,690		52,417
Total liabilities	$	490,466	$	467,454

9

Profarma's assets can only be used to settle its obligations, and its creditors do not have recourse to the general credit of the Company.

Note 4.  Income Taxes

The Company files income tax returns in U.S. federal, state, and various foreign jurisdictions. As of March 31, 2023, the Company had unrecognized tax benefits, defined as the aggregate tax effect of differences between tax return positions and the benefits recognized in the Company’s financial statements, of $528.3 million ($464.5 million, net of federal benefit). If recognized, $446.3 million of these tax benefits would have reduced income tax expense and the effective tax rate. Included in this amount is $20.5 million of interest and penalties, which the Company records in Income Tax Expense in the Company's Consolidated Statements of Operations. In the six months ended March 31, 2023, unrecognized tax benefits decreased by $24.9 million. Over the next 12 months, tax authority audit resolutions and the expiration of statutes of limitations are not expected to result in a reduction of unrecognized tax benefits.

The Company's effective tax rates were 16.4% and 18.2% for the three and six months ended March 31, 2023, respectively. The Company's effective tax rates were 23.7% and 24.1% for the three and six months ended March 31, 2022, respectively. The effective tax rate for the three and six months ended March 31, 2023 was lower than the U.S. statutory rate primarily due to the benefit of non-U.S. income taxed at rates lower than the U.S. statutory rate, benefits from tax authority audit resolutions, and tax benefits associated with the vesting of restricted stock units and stock option exercises, offset in part by U.S. state income taxes. The effective tax rate in the three and six months ended March 31, 2022 was higher than the U.S. statutory rate primarily due to U.S. state income taxes as well as discrete tax expense associated with foreign valuation allowance adjustments, offset in part by the benefit of non-U.S. income taxed at rates lower than the U.S. statutory rate.

Note 5.  Goodwill and Other Intangible Assets

The following is a summary of the changes in the carrying value of goodwill, by reportable segment, for the six months ended March 31, 2023:

(in thousands)	U. S. Healthcare Solutions		International Healthcare Solutions		Total
Goodwill as of September 30, 2022	$	6,280,240	$	2,223,646	$	8,503,886
Goodwill recognized in connection with acquisitions	—		1,020,013		1,020,013
Foreign currency translation	2,895		106,746		109,641
Goodwill as of March 31, 2023	$	6,283,135	$	3,350,405	$	9,633,540

The following is a summary of other intangible assets:

	March 31, 2023							September 30, 2022
(in thousands)	Weighted Average Remaining Useful Life	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Indefinite-lived trade names		$	17,000	$	—	$	17,000	$	667,932	$	—	$	667,932
Finite-lived:
Customer relationships	15 years	4,955,699		(1,082,350)		3,873,349		4,226,547		(931,961)		3,294,586
Trade names and other	4 years	1,249,458		(254,964)		994,494		542,346		(172,127)		370,219
Total other intangible assets		$	6,222,157	$	(1,337,314)	$	4,884,843	$	5,436,825	$	(1,104,088)	$	4,332,737

On January 24, 2023, the Company announced its intent to change its name to better reflect its bold vision and purpose-driven approach to creating healthier futures. The Company intends to begin operating as Cencora in the second half of calendar year 2023. The new name represents a unified presence that will continue to fuel the Company's ongoing growth strategy and advance its impact across healthcare. In connection with the Company's name change, it evaluated and shortened the useful lives of certain trade names. The Company also reclassified $651.0 million of trade names from indefinite-lived to finite-lived trade names. The revised useful lives of these trade names, all of which were acquired through prior acquisitions made by the Company, range from less than one year to three years. The below future amortization expense amounts reflect the impact of the intangible assets' revised useful lives.

Amortization expense for finite-lived intangible assets was $140.8 and $78.8 million in the three months ended March 31, 2023 and 2022, respectively. Amortization expense for finite-lived intangible assets was $213.2 million and $159.1 million in the six months ended March 31, 2023 and 2022, respectively. Amortization expense for finite-lived intangible assets is

10

estimated to be $548.6 million in fiscal 2023, $656.5 million in fiscal 2024, $530.9 million in fiscal 2025, $359.0 million in fiscal 2026, $300.5 million in fiscal 2027, and $2,685.5 million thereafter.

Note 6.  Debt

Debt consisted of the following:

(in thousands)	March 31, 2023		September 30, 2022
Multi-currency revolving credit facility due 2027	$	—	$	—
Receivables securitization facility due 2025	350,000		350,000
Revolving credit note	—		—
Overdraft facility due 2024 (£10,000)	—		—
Money market facility	—		—
0.737% senior notes due 2023	—		672,736
$500,000, 3.400% senior notes due 2024	499,437		499,195
$500,000, 3.250% senior notes due 2025	498,687		498,347
$750,000, 3.450% senior notes due 2027	746,043		745,622
$500,000, 2.800% senior notes due 2030	495,653		495,348
$1,000,000, 2.700% senior notes due 2031	991,040		990,480
$500,000, 4.250% senior notes due 2045	495,270		495,162
$500,000, 4.300% senior notes due 2047	493,421		493,288
Alliance Healthcare debt	244,408		336,886
Nonrecourse debt	118,852		125,769
Total debt	4,932,811		5,702,833
Less AmerisourceBergen Corporation current portion	—		672,736
Less Alliance Healthcare current portion	244,408		336,886
Less nonrecourse current portion	21,871		60,851
Total, net of current portion	$	4,666,532	$	4,632,360

Multi-Currency Revolving Credit Facility

    The Company has a $2.4 billion multi-currency senior unsecured revolving credit facility ("Multi-Currency Revolving Credit Facility") with a syndicate of lenders, which is scheduled to expire in October 2027. Interest on borrowings under the Multi-Currency Revolving Credit Facility accrues at specified rates based on the Company’s debt rating and ranges from 80.5 basis points to 122.5 basis points over SOFR/EURIBOR/CDOR/RFR, as applicable (102.5 basis points over SOFR/EURIBOR/CDOR/RFR as of March 31, 2023) and from 0 basis points to 22.5 basis points over the alternate base rate and Canadian prime rate, as applicable. The Company pays facility fees to maintain the availability under the Multi-Currency Revolving Credit Facility at specified rates based on its debt rating, ranging from 7 basis points to 15 basis points, annually, of the total commitment (10 basis points as of March 31, 2023). The Company may choose to repay or reduce its commitments under the Multi-Currency Revolving Credit Facility at any time. The Multi-Currency Revolving Credit Facility contains covenants, including compliance with a financial leverage ratio test, as well as others that impose limitations on, among other things, indebtedness of subsidiaries and asset sales, with which the Company was compliant as of March 31, 2023.

Commercial Paper Program

    The Company has a commercial paper program whereby it may from time to time issue short-term promissory notes in an aggregate amount of up to $2.4 billion at any one time. Amounts available under the program may be borrowed, repaid, and re-borrowed from time to time. The maturities on the notes will vary, but may not exceed 365 days from the date of issuance. The notes will bear interest, if interest bearing, or will be sold at a discount from their face amounts. The commercial paper program does not increase the Company’s borrowing capacity as it is fully backed by the Company’s Multi-Currency Revolving Credit Facility. There were no borrowings outstanding under the commercial paper program as of March 31, 2023.

Receivables Securitization Facility

The Company has a $1,450 million receivables securitization facility ("Receivables Securitization Facility"), which is scheduled to expire in October 2025. The Company has available to it an accordion feature whereby the commitment on the Receivables Securitization Facility may be increased by up to $250 million, subject to lender approval, for seasonal needs

11

during the December and March quarters. Interest rates are based on prevailing market rates for short-term commercial paper or 30-day Term SOFR, plus a program fee. The Company pays a customary unused fee at prevailing market rates, annually, to maintain the availability under the Receivables Securitization Facility. The Receivables Securitization Facility contains similar covenants to the Multi-Currency Revolving Credit Facility, with which the Company was compliant as of March 31, 2023.

Revolving Credit Note, Overdraft Facility, and Money Market Facility

    The Company has an uncommitted, unsecured line of credit available to it pursuant to a revolving credit note ("Revolving Credit Note"). The Revolving Credit Note provides the Company with the ability to request short-term unsecured revolving credit loans from time to time in a principal amount not to exceed $75 million. The Revolving Credit Note may be decreased or terminated by the bank or the Company at any time without prior notice. The Company also has a £10 million uncommitted U.K. overdraft facility ("Overdraft Facility"), which expires in February 2024, to fund short-term normal trading cycle fluctuations related to its MWI Animal Health business. The Company has an uncommitted, unsecured line of credit available to it pursuant to a money market credit agreement ("Money Market Facility"). The Money Market Facility provides the Company with the ability to request short-term unsecured revolving credit loans from time to time in a principal amount not to exceed $100 million. The Money Market Facility may be decreased or terminated by the bank or the Company at any time without prior notice.

Senior Notes

In March 2023, the remaining balance of $675 million on the original $1.5 billion of 0.737% senior notes matured and was repaid.

Alliance Healthcare Debt

Alliance Healthcare debt is comprised of uncommitted revolving credit facilities in various currencies with various rates. A majority of the outstanding borrowings were held in Egypt (which is 50% owned) as of March 31, 2023. These facilities are used to fund its working capital needs.

Nonrecourse Debt

Nonrecourse debt is comprised of short-term and long-term debt belonging to the Brazil subsidiary and is repaid solely from the Brazil subsidiary's cash flows and such debt agreements provide that the repayment of the loans (and interest thereon) is secured solely by the capital stock, physical assets, contracts, and cash flows of the Brazil subsidiary.

Note 7.  Stockholders’ Equity and Earnings per Share

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. In the six months ended March 31, 2023, the Company purchased 5.0 million shares of its common stock for a total of $778.8 million, including 4.4 million shares from Walgreens Boots Alliance, Inc. ("WBA") for $700 million. These purchases excluded $28.4 million of purchases in September 2022 that cash settled in October 2022. As of March 31, 2023, the Company had $182.5 million of availability remaining under this program.

In March 2023, the Company's board of directors authorized a new share repurchase program allowing the Company to purchase up to $1.0 billion of its outstanding shares of common stock, subject to market conditions. No shares were purchased under this program as of March 31, 2023.

    Basic earnings per share is computed by dividing net income attributable to AmerisourceBergen Corporation by the weighted average number of shares of common stock outstanding during the periods presented. Diluted earnings per share is computed by dividing net income attributable to AmerisourceBergen Corporation 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.

12

    The following illustrates the components of diluted weighted average shares outstanding for the periods indicated:

	Three months ended March 31,		Six months ended March 31,
(in thousands)	2023	2022	2023	2022
Weighted average common shares outstanding - basic	202,316	209,244	203,188	208,900
Dilutive effect of stock options and restricted stock units	1,940	2,747	2,118	2,680
Weighted average common shares outstanding - diluted	204,256	211,991	205,306	211,580

The potentially dilutive stock options and restricted stock units that were antidilutive for the three months ended March 31, 2023 and 2022 were 3 thousand and 32 thousand, respectively. The potentially dilutive stock options and restricted stock units that were antidilutive for the six months ended March 31, 2023 and 2022 were 187 thousand and 202 thousand, respectively.

Note 8. 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 supplies branded and generic pharmaceutical products to WBA’s Boots UK Ltd. subsidiary (through 2031).

Revenue from the various agreements and arrangements with WBA was $16.8 billion and $33.0 billion in the three and six months ended March 31, 2023, respectively. Revenue from the various agreements and arrangements with WBA was $15.4 billion and $31.6 billion in the three and six months ended March 31, 2022, respectively. The Company’s receivable from WBA, net of incentives, was $7.2 billion and $7.0 billion as of March 31, 2023 and September 30, 2022, respectively.

Note 9. Restructuring and Other Expenses

    The following illustrates the expenses incurred by the Company for restructuring and other items for the periods indicated:

	Three months ended March 31,				Six months ended March 31,
(in thousands)	2023		2022		2023		2022
Restructuring and employee severance costs	$	43,531	$	8,579	$	46,851	$	15,221
Business transformation efforts	15,703		3,936		28,623		8,278
Other expenses	38,210		—		38,210		—
Total restructuring and other expenses	$	97,444	$	12,515	$	113,684	$	23,499

Restructuring and employee severance costs in the three and six months ended March 31, 2023 primarily included expenses incurred in connection with a workforce reduction in the Company's U.S. Healthcare Solutions reportable segment.

Business transformation efforts in the three and six months ended March 31, 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. The majority of these costs related to services provided by third-party consultants, including certain technology initiatives.

Business transformation efforts in the three and six months ended March 31, 2022 primarily related to costs associated with reorganizing the Company to further align the organization to its customers' needs. The majority of these costs related to services provided by third-party consultants, including certain technology initiatives.

In the three months ended March 31, 2023, one of the Company’s foreign business units experienced a cybersecurity event that impacted a standalone legacy information technology platform in one country and the foreign business unit's ability to operate in that country for approximately two weeks. In connection with this isolated event, the Company incurred costs to restore the foreign business unit's operations in that country, which was recorded in Other expenses in the above table. The majority of Other expenses in the three and six months ended March 31, 2023 related to the cybersecurity event.

13

Note 10. Legal Matters and Contingencies

In the ordinary course of its business, the Company becomes involved in lawsuits, administrative proceedings, government subpoenas, government investigations, stockholder demands, and other disputes, including antitrust, commercial, product liability, intellectual property, regulatory, employment discrimination, and other matters. Significant damages or penalties may be sought from the Company in some matters, and some matters may require years for the Company to resolve. The Company records a reserve for these matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

For those matters for which the Company has not recognized a liability, the Company cannot predict the outcome of their impact on the Company as uncertainty remains with regard to whether such matters will proceed to trial, whether settlements will be reached, and the amount and terms of any such settlements. Outcomes may include settlements in significant amounts that are not currently estimable, limitations on the Company's conduct, the imposition of corporate integrity agreement obligations, consent decrees, and/or other civil and criminal penalties. From time to time, the Company is also involved in disputes with its customers, which the Company generally seeks to resolve through commercial negotiations. If negotiations are unsuccessful, the parties may litigate the dispute or otherwise attempt to settle the matter.

With respect to the specific legal proceedings and claims described below, unless otherwise noted, the amount or range of possible losses is not reasonably estimable. There can be no assurance that the settlement, resolution, or other outcome of one or more matters, including the matters set forth below, during any subsequent reporting period will not have a material adverse effect on the Company’s results of operations or cash flows for that period or on the Company's financial condition.

Opioid Lawsuits and Investigations

A significant number of counties, municipalities, and other governmental entities in a majority of U.S. states and Puerto Rico, as well as numerous states and tribes, filed lawsuits in various federal, state and other courts against pharmaceutical wholesale distributors (including the Company and certain subsidiaries, such as AmerisourceBergen Drug Corporation ("ABDC") and H.D. Smith), pharmaceutical manufacturers, retail pharmacy chains, medical practices, and physicians relating to the distribution of prescription opioid pain medications.

An initial group of cases was consolidated for Multidistrict Litigation ("MDL") proceedings before the United States District Court for the Northern District of Ohio (the "Court") in December 2017. In April 2018, the Court issued an order creating a litigation track, which included dispositive motion practice, discovery, and trials in certain bellwether jurisdictions. In November 2019 and January 2020, the Court filed Suggestions of Remand with the Judicial Panel on Multidistrict Litigation that identified four cases filed against the Company for potential transfer from the MDL back to federal courts in California, Oklahoma, and West Virginia for the completion of discovery, motion practice, and trial. All four cases were remanded to those federal district courts. Trial in the two consolidated cases in West Virginia commenced in May 2021 and concluded in July 2021. On July 4, 2022, 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. The Oklahoma case, in which the plaintiff was the Cherokee Nation, was resolved through a settlement with the Cherokee Nation, as announced on September 28, 2021. The California case, in which the plaintiff was the City and County of San Francisco, was resolved pursuant to the comprehensive settlement described below (the "Distributor Settlement Agreement"), and all claims against the Company have been dismissed in both cases.

On July 21, 2021, the Company announced that it and the two other national pharmaceutical distributors had negotiated a Distributor Settlement Agreement that, if all conditions were satisfied, would result in the resolution of a substantial majority of opioid lawsuits filed by state and local governmental entities. The Distributor Settlement Agreement became effective on April 2, 2022, and as of March 31, 2023, it included 48 of 49 eligible states (the "Settling States"), as well as 99% by population of the eligible political subdivisions in the Settling States. Pursuant to the Distributor Settlement Agreement and related agreements with Settling States, the Company will pay up to approximately $6.4 billion over 18 years and comply with other requirements, including establishment of a clearinghouse that will consolidate data from all three national distributors. The exact payment amount will depend on several factors, including the extent to which states take action to foreclose opioid lawsuits by subdivisions (e.g., laws barring opioid lawsuits by subdivisions). West Virginia and its subdivisions and Native American tribes are not a part of the Distributor Settlement Agreement and the Company has reached separate agreements with these groups.

On July 25, 2022, the State of Alabama amended its complaint in a pending state court action against another distributor in order to add the Company as a party. The trial in the Alabama state court is scheduled to begin in February 2024.

The Company’s accrued litigation liability related to the Distributor Settlement Agreement, including an estimate for the State of Alabama (with whom the Company has not reached a settlement agreement), as well as other opioid-related litigation for which it has reached settlement agreements, as described above, was $5.9 billion as of March 31, 2023 and $6.0 billion as of September 30, 2022. The Company currently estimates that $434.2 million will be paid prior to March 31, 2024,

14

which is recorded in Accrued Expenses and Other on the Company’s Consolidated Balance Sheet. The remaining long-term liability of $5.4 billion is recorded in Accrued Litigation Liability on the Company's Consolidated Balance Sheet. While the Company has accrued its estimated liability for opioid litigation, it is unable to estimate the range of possible loss associated with the matters that are not included in the accrual. Because loss contingencies are inherently unpredictable and unfavorable developments or resolutions can occur, the assessment is highly subjective and requires judgments about future events. The Company regularly reviews opioid litigation matters to determine whether its accrual is adequate. The amount of ultimate loss may differ materially from the amount accrued to date. Until such time as otherwise resolved, the Company will continue to litigate and prepare for trial and to vigorously defend itself in all such matters. Since these matters are still developing, the Company is unable to predict the outcome, but the result of these lawsuits could include excessive monetary verdicts and/or injunctive relief that may affect the Company’s operations.

Other lawsuits regarding the distribution of prescription opioid pain medications have been filed by: third-party payors and similar entities; hospitals; hospital groups; and individuals, including cases styled as putative class actions. These lawsuits, which have been and continue to be filed in federal and state courts, generally allege violations of controlled substance laws and various other statutes as well as common law claims, including negligence, public nuisance, and unjust enrichment, and seek equitable relief and monetary damages. Motion practice and active discovery are ongoing in many of these cases. In Alabama, discovery is proceeding for a jury trial scheduled to begin on July 24, 2023 that will include up to eight plaintiff hospitals. The Company, as well as additional pharmaceutical distributors and manufacturers, will be defendants in the July trial. Ongoing and additional litigation is anticipated in cases filed by subdivisions that are not participating in the Distributor Settlement Agreement, as well as in cases filed by non-governmental or non-political entities, including hospitals, third-party payors, and individuals, among others. Certain cases related to opioids filed in various state courts have trial dates scheduled in 2024 and later, although all such dates are subject to change. The Company is vigorously defending itself in the pending lawsuits and intends to vigorously defend itself against any threatened lawsuits or enforcement proceedings.

Since July 2017, the Company has received subpoenas from several U.S. Attorney’s Offices, including grand jury subpoenas from the U.S. Attorney's Office for the District of New Jersey ("USAO-NJ") and the U.S. Attorney's Office for the Eastern District of New York ("USAO-EDNY"). Those subpoenas requested the production of a broad range of documents pertaining to the Company’s distribution of controlled substances through its various subsidiaries, including ABDC, and its diversion control programs. The Company produced documents in response to the subpoenas and engaged in discussions with the various U.S. Attorney’s Offices, including the Health Care and Government Fraud Unit of the Criminal Division of the USAO-NJ, the U.S. Department of Justice Consumer Protection Branch and the U.S. Drug Enforcement Administration, in an attempt to resolve these matters. On December 29, 2022, the Department of Justice filed a civil Complaint against the Company, ABDC, and Integrated Commercialization Services, LLC ("ICS"), a subsidiary of the Company, alleging violations of the Controlled Substances Act. Specifically, the Complaint alleges that the Company negligently failed to report suspicious orders to the Drug Enforcement Administration. In the Complaint, the Department of Justice seeks civil penalties and injunctive relief. This Complaint relates to the aforementioned and previously-disclosed investigations. On March 30, 2023, the Company filed a motion to dismiss the Complaint in its entirety on behalf of itself, ABDC, and ICS. 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 Board of Directors of the Company 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 Special Litigation Committee’s motion to dismiss the case is fully briefed and awaiting oral argument.

On December 30, 2021, Lebanon County Employees' Retirement Fund and Teamsters Local 443 Health Services & Insurance Plan filed a complaint for a purported derivative action in the Delaware Court of Chancery against the Company and certain of its current officers and directors. The complaint alleges claims for breach of fiduciary duty allegedly arising from the

15

Board’s and certain officers' oversight of the Company’s controlled substance diversion control programs. The defendants moved to dismiss the complaint on March 29, 2022. On December 22, 2022, the Court of Chancery granted the motion to dismiss. On January 9, 2023, the Plaintiffs filed a Motion for Relief from Judgment and Order Pursuant to Rule 60(b) from the Chancery Court’s judgment. On January 20, 2023, the Plaintiffs also appealed the ruling to the Delaware Supreme Court. On March 21, 2023 the Court of Chancery denied the Plaintiffs' Motion for Relief from Judgement and Order Pursuant to Rule 60(b).

Subpoenas, Ongoing Investigations, and Other Contingencies

From time to time, the Company receives subpoenas or requests for information from various government agencies relating to the Company’s business or to the business of a customer, supplier, or other industry participant. The Company’s responses often require time and effort and can result in considerable costs being incurred. Most of these matters are resolved without incident; however, such subpoenas or requests can lead to the assertion of claims or the commencement of civil or criminal legal proceedings against the Company and other members of the healthcare industry, as well as to substantial settlements.

In January 2017, U.S. Bioservices Corporation ("U.S. Bio"), a former subsidiary of the Company, received a subpoena for information from the USAO-EDNY relating to its activities in connection with billing for products and making returns of potential overpayments to government payers. A filed qui tam complaint related to the investigation was unsealed in April 2019 and the relator filed an amended complaint under seal in the U.S. District Court for the Eastern District of New York. In December 2019, the government filed a notice that it was declining to intervene. The court ordered that the relator's complaint against the Company and other defendants, including AmerisourceBergen Specialty Group, LLC, be unsealed. The relator's complaint alleged violations of the federal False Claims Act and the false claims acts of various states. The relator filed a second amended complaint, removing one state false claims act count. The Company filed a motion to dismiss the second amended complaint and all briefs on the motion were filed with the court on October 9, 2020. The motion to dismiss was granted on December 22, 2022. The False Claims Act claims were dismissed with prejudice, and the state claims were dismissed without prejudice. On January 24, 2023, the relator filed Motions to Reconsider Dismissal and For Leave to Amend the Complaint. Response briefs on those motions were filed by the Company and all briefing was completed on February 15, 2023.

In December 2019, Reliable Pharmacy, together with other retail pharmacies and North Sunflower Medical Center, filed a civil antitrust complaint against multiple generic drug manufacturers, and also included claims against ABDC and H.D. Smith, and other drug distributors and industry participants. The case is filed as a putative class action and plaintiffs purport to represent a class of drug purchasers including other retail pharmacies and healthcare providers. The case has been consolidated for multidistrict litigation proceedings before the United States District Court for the Eastern District of Pennsylvania. The complaint alleges that ABDC, H.D. Smith, and others in the industry participated in a conspiracy to fix prices, allocate markets and rig bids regarding generic drugs. In March 2020, the plaintiffs filed a further amended complaint. On July 15, 2020, the defendants filed a motion to dismiss the complaint. On May 25, 2022, the Court granted the motion to dismiss without prejudice. On July 1, 2022, the plaintiffs filed an amended complaint, again including claims against ABDC, H.D. Smith, and other drug distributors and industry participants. On August 21, 2022, the Company and other industry participants filed a motion to dismiss the amended complaint. All briefs on the motion were filed with the court on November 22, 2022.

On March 3, 2022, the United States Attorney’s Office for the Western District of Virginia notified the Company of the existence of a criminal investigation into MWI Veterinary Supply Co., the Company’s animal health subsidiary, in connection with grand jury subpoenas to which MWI previously responded relating to compliance with state and federal regulatory requirements governing wholesale shipments of animal health products to customers in certain states. The Company is cooperating with the investigation.

Note 11. Litigation Settlements

Antitrust Settlements

Numerous lawsuits have been filed against certain brand pharmaceutical manufacturers alleging that the manufacturer, by itself or in concert with others, took improper actions to delay or prevent generic drugs from entering the market. These lawsuits are generally brought as class actions. The Company is not typically named as a plaintiff in these lawsuits, but has been a member of the direct purchasers' class (i.e., those purchasers who purchase directly from these pharmaceutical manufacturers). None of the lawsuits have gone to trial, but some have settled in the past with the Company receiving proceeds from the settlement funds. The Company recognized gains related to these lawsuits of $49.9 million in the six months ended March 31, 2023 and $1.8 million in three and six months ended March 31, 2022. These gains, which are net of attorney fees and estimated payments due to other parties, were recorded as reductions to cost of goods sold in the Company’s Consolidated Statements of Operations.

16

Note 12.  Fair Value of Financial Instruments

The recorded amounts of the Company's cash and cash equivalents, accounts receivable, and accounts payable as of March 31, 2023 and September 30, 2022 approximate fair value based upon the relatively short-term nature of these financial instruments. Within Cash and Cash Equivalents, the Company had $476.0 million of investments in money market accounts as of March 31, 2023 and had $1,602.0 million of investments in money market accounts as of September 30, 2022. The fair value of the money market accounts was determined based upon unadjusted quoted prices in active markets for identical assets, otherwise known as Level 1 inputs.

The recorded amount of long-term debt (see Note 6) and the corresponding fair value as of March 31, 2023 were $4,666.5 million and $4,325.7 million, respectively. The recorded amount of long-term debt and the corresponding fair value as of September 30, 2022 were $4,632.4 million and $4,130.3 million, respectively. The fair value of long-term debt was determined based upon inputs other than quoted prices, otherwise known as Level 2 inputs.

Note 13.  Business Segment Information

    The Company is organized geographically based upon the products and services it provides to its customers and reports its results under two reportable segments: U.S. Healthcare Solutions and International Healthcare Solutions.

Effective October 1, 2022, the chief operating decision maker ("CODM") of the Company is the Executive Vice President and Chief Operating Officer.

The following illustrates reportable and operating segment disaggregated revenue as required by Accounting Standards Codification 606 for the periods indicated:

	Three months ended March 31,				Six months ended March 31,
(in thousands)	2023		2022		2023		2022
U.S. Healthcare Solutions:
Human Health	$	55,453,964	$	49,770,781	$	110,530,577	$	101,552,910
Animal Health	1,239,492		1,171,982		2,399,458		2,369,500
Total U.S. Healthcare Solutions	56,693,456		50,942,763		112,930,035		103,922,410
International Healthcare Solutions:
Alliance Healthcare	5,560,936		5,609,472		11,021,627		11,166,143
Other Healthcare Solutions	1,203,999		1,168,219		2,354,586		2,261,330
Total International Healthcare Solutions	6,764,935		6,777,691		13,376,213		13,427,473
Intersegment eliminations	(1,186)		(1,008)		(2,211)		(1,627)
Revenue	$	63,457,205	$	57,719,446	$	126,304,037	$	117,348,256

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

	Three months ended March 31,				Six months ended March 31,
(in thousands)	2023		2022		2023		2022
U.S. Healthcare Solutions	$	756,137	$	729,542	$	1,328,553	$	1,298,629
International Healthcare Solutions	175,991		187,068		337,273		367,128
Total segment operating income	$	932,128	$	916,610	$	1,665,826	$	1,665,757

17

The following reconciles total segment operating income to income before income taxes for the periods indicated:

	Three months ended March 31,				Six months ended March 31,
(in thousands)	2023		2022		2023		2022
Total segment operating income	$	932,128	$	916,610	$	1,665,826	$	1,665,757
Gains from antitrust litigation settlements	—		1,835		49,899		1,835
LIFO (expense) credit	(54,270)		16,059		(79,320)		60,738
Turkey highly inflationary impact	(4,855)		—		(8,439)		—
Acquisition-related intangibles amortization	(140,114)		(77,952)		(211,992)		(157,458)
Litigation and opioid-related expenses	(15,813)		(52,090)		(28,519)		(84,725)
Acquisition-related deal and integration expenses	(59,113)		(11,790)		(80,109)		(33,140)
Restructuring and other expenses	(97,444)		(12,515)		(113,684)		(23,499)
Impairment of assets	—		—		—		(4,946)
Operating income	560,519		780,157		1,193,662		1,424,562
Other income, net	(15,720)		(948)		(22,048)		(6,120)
Interest expense, net	64,109		52,916		110,125		106,288
Income before income taxes	$	512,130	$	728,189	$	1,105,585	$	1,324,394

Segment operating income is evaluated by the CODM of the Company before gains from antitrust litigation settlements; LIFO (expense) credit; Turkey highly inflationary impact; acquisition-related intangibles amortization; litigation and opioid-related expenses; acquisition-related deal and integration expenses; and restructuring and other expenses; and impairment of assets. All corporate office expenses are allocated to the operating segment level.

Note 14. Subsequent Event

On April 20, 2023, the Company and TPG, a global alternative asset management firm, announced an agreement to acquire OneOncology, a network of leading oncology practices. The Company will invest approximately $685 million (representing approximately 35%) in a joint venture formed to acquire OneOncology for approximately $2.1 billion, and TPG will acquire the majority interest in the joint venture.

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

18

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the financial position, business strategy and the plans and objectives of management for our future operations; anticipated trends and prospects in the industries in which our business operates; and new products, services and related strategies. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Quarterly Report on Form 10-Q, words such as “aim,” “anticipate,” “believe,” “can,” “continue,” “could,”, “estimate,” "expect," “intend,” “may,” “might,” “on track,” “opportunity,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “strive,” “sustain,” “synergy,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances and speak only as of the date hereof. These statements are not guarantees of future performance and are based on assumptions and estimates that could prove incorrect or could cause actual results to vary materially from those indicated.

Forward-looking statements in this Quarterly Report on Form 10-Q may include, for example, statements about the following:

•the effect of and uncertainties related to the ongoing COVID-19 pandemic (including any government responses thereto) and any continued recovery from the impact of the COVID-19 pandemic;

•our ability to achieve and maintain profitability in the future;

•our ability to respond to general economic conditions, including elevated levels of inflation;

•our ability to manage our growth effectively and our expectations regarding the development and expansion of our business;

•the impact on our business of the regulatory environment and complexities with compliance;

•unfavorable trends in brand and generic pharmaceutical pricing, including in rate or frequency of price inflation or deflation;

•competition and industry consolidation of both customers and suppliers resulting in increasing pressure to reduce prices for our products and services;

•changes in the United States healthcare and regulatory environment, including changes that could impact prescription drug reimbursement under Medicare and Medicaid and declining reimbursement rates for pharmaceuticals;

•increasing governmental regulations regarding the pharmaceutical supply channel;

•continued federal and state government enforcement initiatives to detect and prevent suspicious orders of controlled substances and the diversion of controlled substances;

•continued prosecution or suit by federal and state governmental entities and other parties (including third-party payors, hospitals, hospital groups and individuals) of alleged violations of laws and regulations regarding controlled substances, and any related disputes, including shareholder derivative lawsuits;

•increased federal scrutiny and litigation, including qui tam litigation, for alleged violations of laws and regulations governing the marketing, sale, purchase and/or dispensing of pharmaceutical products or services, and associated reserves and costs;

•failure to comply with the Corporate Integrity Agreement;

•the outcome of any legal or governmental proceedings that may be instituted against us, including material adverse resolution of pending legal proceedings;

•the retention of key customer or supplier relationships under less favorable economics or the adverse resolution of any contract or other dispute with customers or suppliers;

•changes to customer or supplier payment terms, including as a result of the COVID-19 impact on such payment terms;

•the possibility that various conditions to the consummation of the acquisition of OneOncology may not be satisfied or that their satisfaction may be delayed; uncertainties as to the timing of the consummation of the acquisition of OneOncology;

•unexpected costs, charges or expenses resulting from the acquisitions of PharmaLex and OneOncology;

•the integration of the Alliance Healthcare and PharmaLex businesses into the Company being more difficult, time consuming or costly than expected;

•the Company's, Alliance Healthcare's, PharmaLex's or OneOncology's failure to achieve expected or targeted future financial and operating performance and results;

•the effects of disruption from acquisitions and related strategic transactions on the respective businesses of the Company, Alliance Healthcare, PharmaLex, and OneOncology and the fact that acquisitions and related strategic transactions may make it more difficult to establish or maintain relationships with employees, suppliers and other business partners;

19

•the acquisition of businesses, including the acquisitions of the Alliance Healthcare, PharmaLex, and OneOncology businesses and related strategic transactions, that do not perform as expected, or that are difficult to integrate or control, or the inability to capture all of the anticipated synergies related thereto or to capture the anticipated synergies within the expected time period;

•risks associated with the strategic, long-term relationship between WBA and the Company, including with respect to the pharmaceutical distribution agreement and/or the global generic purchasing services arrangement;

•managing foreign expansion, including non-compliance with the U.S. Foreign Corrupt Practices Act, anti-bribery laws, economic sanctions and import laws and regulations;

•our ability to respond to financial market volatility and disruption;

•changes in tax laws or legislative initiatives that could adversely affect the Company's tax positions and/or the Company's tax liabilities or adverse resolution of challenges to the Company's tax positions;

•the loss, bankruptcy or insolvency of a major supplier, or substantial defaults in payment, material reduction in purchases by or the loss, bankruptcy or insolvency of a major customer, including as a result of COVID-19;

•financial and other impacts of COVID-19 on our operations or business continuity;

•changes to the customer or supplier mix;

•malfunction, failure or breach of sophisticated information systems to operate as designed, and risks generally associated with cybersecurity;

•risks generally associated with data privacy regulation and the protection and international transfer of personal data;

•regulatory and legal implications relating to the March 2023 cybersecurity event sustained by one of the Company's foreign business units in one country;

•financial and other impacts of macroeconomic and geopolitical trends and events, including the unfolding situation in Russia and Ukraine and its regional and global ramifications;

•natural disasters or other unexpected events, such as additional pandemics, that affect the Company’s operations;

•the impairment of goodwill or other intangible assets (including any additional impairments with respect to foreign operations), resulting in a charge to earnings;

•the Company's ability to manage and complete divestitures;

•the disruption of the Company’s cash flow and ability to return value to its stockholders in accordance with its past practices;

•interest rate and foreign currency exchange rate fluctuations;

•declining economic conditions and increases in inflation in the United States and abroad; and

•other economic, business, competitive, legal, tax, regulatory and/or operational factors affecting the Company’s business generally.

These forward-looking statements are based on information available as of the date of this Quarterly Report on Form 10-Q and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements.

20

ITEM 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

The following discussion should be read in conjunction with the Consolidated Financial Statements and notes thereto contained herein and in conjunction with the financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022.

We are one of the largest global pharmaceutical sourcing and distribution services companies, helping both healthcare providers and pharmaceutical and biotech manufacturers improve patient access to products and enhance patient care. We deliver innovative programs and services designed to increase the effectiveness and efficiency of the pharmaceutical supply chain in both human and animal health.

We are organized geographically based upon the products and services we provide to our customers, and we report our results under two reportable segments: U.S. Healthcare Solutions and International Healthcare Solutions.

U.S. Healthcare Solutions Segment

The U.S. 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. The U.S. 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 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. The U.S. 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. Additionally, it delivers packaging solutions to institutional and retail healthcare providers. Through its animal health business, the U.S. Healthcare Solutions reportable segment sells pharmaceuticals, vaccines, parasiticides, diagnostics, micro feed ingredients, and various other products to customers in both the companion animal and production animal markets. It also offers demand-creating sales force services to manufacturers.

International Healthcare Solutions Segment

The International Healthcare Solutions reportable segment consists of businesses that focus on international pharmaceutical wholesale and related service operations and global commercialization services. The International Healthcare Solutions reportable segment distributes pharmaceuticals, other healthcare products, and related services to healthcare providers, including pharmacies, doctors, health centers and hospitals primarily in Europe. It is a leading global specialty transportation and logistics provider for the biopharmaceutical industry. It is also a leading provider of specialized services, including regulatory affairs, development consulting and scientific affairs, pharmacovigilance, and quality management and compliance, for the life sciences industry. In Canada, the business drives innovative partnerships with manufacturers, providers, and pharmacies to improve product access and efficiency throughout the healthcare supply chain.

21

Recent Developments

PharmaLex Acquisition

We 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 our role as a partner of choice for biopharmaceutical partners across the pharmaceutical development and commercialization journey. PharmaLex is a component of our International Healthcare Solutions reportable segment.

Company Name Change

On January 24, 2023, we announced our intent to change our name to better reflect our bold vision and purpose-driven approach to creating healthier futures. We intend to begin operating as Cencora in the second half of calendar year 2023. The new name represents a unified presence that will continue to fuel our ongoing growth strategy and advance our impact across healthcare.

OneOncology Investment

On April 20, 2023, we and TPG, a global alternative asset management firm, announced an agreement to acquire OneOncology, a network of leading oncology practices. We will invest approximately $685 million (representing approximately 35%) in a joint venture formed to acquire OneOncology for approximately $2.1 billion, and TPG will acquire the majority interest in the joint venture.

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

22

Executive Summary

    This executive summary provides highlights from the results of operations that follow:

•Revenue increased by $5.7 billion, or 9.9%, from the prior year quarter and $9.0 billion, or 7.6%, from the prior year six-month period due to growth in our U.S. Healthcare Solutions segment. The U.S. Healthcare Solutions segment grew its revenue by $5.8 billion, or 11.3%, from the prior quarter and $9.0 billion, or 8.7%, from the prior year six-month period due to overall market growth primarily driven by unit volume growth, including increased sales to our two largest customers and increased sales of specialty products to physician practices and health systems, offset in part by a decrease in sales of COVID-19 treatments (primarily commercial treatments). Revenue in International Healthcare Solutions decreased $12.8 million, from the prior year quarter and $51.3 million from the prior year six-month period. The decrease from the prior year quarter and six-month period was primarily due to the June 2022 divestiture of our Brazil specialty business and a decrease in sales at Alliance Healthcare, our European distribution business, resulting from unfavorable foreign currency exchange rates in the current year periods in comparison to the prior year periods, offset in part by incremental revenue resulting from our January 2023 acquisition of PharmaLex and increased revenue from our less-than-wholly-owned Brazil full-line distribution business;

•Gross profit increased by $60.4 million, or 2.7%, from the prior year quarter and $146.0 million, or 3.4% from the prior year six-month period. Gross profit in the current year quarter and six-month period was favorably impacted by an increase in gross profit in both reportable segments. The six-month period was also favorably impacted by an increase in gains from antitrust litigation settlements. The increases were offset in part by last-in, first-out ("LIFO") expense in the current year periods in comparison to a LIFO credit in the prior year periods. U.S. Healthcare Solutions gross profit increased by $89.3 million, or 6.1%, from the prior year quarter and $196.9 million, or 7.2%, from the prior year six-month period due to increased sales. Gross profit in International Healthcare Solutions increased by $48.1 million, or 6.4%, from the prior year quarter and $49.5 million, or 3.3%, from the prior year six-month period primarily due to the January 2023 acquisition of PharmaLex, increases in our global specialty logistics business, and our less-than-wholly-owned Brazil full-line distribution business, offset in part by the June 2022 divestiture of our Brazil specialty business and a decrease in our European distribution business resulting from unfavorable foreign currency exchange rates in the current year periods in comparison to the prior year periods;

•Total operating expenses increased by $280.0 million, or 19.2%, compared to the prior year quarter and $376.9 million, or 13.1%, from the prior year six-month period primarily as a result of an increase in distribution, selling, and administrative expenses, restructuring and other expenses, and amortization expense;

•Total segment operating income increased by $15.5 million, or 1.7%, from the prior year quarter was flat from the prior year six-month period as increases in operating income in the U.S. Healthcare Solutions segment were offset in part by decreases in operating income in the International Healthcare Solutions segment resulting from unfavorable foreign currency exchange rates in the current year periods in comparison to the prior year periods;

•Our effective tax rates were 16.4% and 18.2% for the three and six months ended March 31, 2023, respectively. Our effective tax rates were 23.7% and 24.1% for the three and six months ended March 31, 2022, respectively. The effective tax rate for the three and six months ended March 31, 2023 was lower than the U.S. statutory rate primarily due to the benefit of non-U.S. income taxed at rates lower than the U.S. statutory rate, benefits from tax authority audit resolutions, and tax benefits associated with the vesting of restricted stock units and stock option exercises, offset in part by U.S. state income taxes.

23

Results of Operations

Revenue

	Three months ended March 31,					Six months ended March 31,
(dollars in thousands)	2023		2022		Change	2023		2022		Change
U.S. Healthcare Solutions:
Human Health	$	55,453,964	$	49,770,781	11.4%	$	110,530,577	$	101,552,910	8.8%
Animal Health	1,239,492		1,171,982		5.8%	2,399,458		2,369,500		1.3%
Total U.S. Healthcare Solutions	56,693,456		50,942,763		11.3%	112,930,035		103,922,410		8.7%
International Healthcare Solutions:
Alliance Healthcare	5,560,936		5,609,472		(0.9)%	11,021,627		11,166,143		(1.3)%
Other Healthcare Solutions	1,203,999		1,168,219		3.1%	2,354,586		2,261,330		4.1%
Total International Healthcare Solutions	6,764,935		6,777,691		(0.2)%	13,376,213		13,427,473		(0.4)%
Intersegment eliminations	(1,186)		(1,008)			(2,211)		(1,627)
Revenue	$	63,457,205	$	57,719,446	9.9%	$	126,304,037	$	117,348,256	7.6%

Our future revenue growth will continue to be affected by various factors, such as industry growth trends, including drug utilization, the introduction of new, innovative brand therapies, the likely increase in the number of generic drugs and biosimilars that will be available over the next few years as a result of the expiration of certain drug patents held by brand-name pharmaceutical manufacturers and the rate of conversion from brand products to those generic drugs and biosimilars, price inflation and price deflation, general economic conditions in the United States and Europe, currency exchange rates, competition within the industry, customer consolidation, changes in pharmaceutical manufacturer pricing and distribution policies and practices, increased downward pressure on government and other third-party reimbursement rates to our customers, changes in government rules and regulations, and the impact of the COVID-19 pandemic.

Revenue increased by 9.9% and 7.6% from the prior year quarter and six-month period, respectively, due to growth in the U.S. Healthcare Solutions segment.

The U.S. Healthcare Solutions segment grew its revenue by $5.8 billion, or 11.3%, from the prior year quarter and $9.0 billion, or 8.7%, from the prior year six-month period due to overall market growth primarily driven by unit volume growth, including increased sales to our two largest customers and increased sales of specialty products to physician practices and health systems, offset in part by a decrease in sales of COVID-19 treatments (primarily commercial treatments). Sales to our two largest customers increased by $1.9 billion and $2.9 billion in the three and six months ended March 31, 2023 in comparison to the same prior year periods. COVID-19 treatment revenue declined by $0.4 billion and $0.7 billion in the three and six months ended March 31, 2023 in comparison to the same prior year periods.

International Healthcare Solutions' revenue decreased by $12.8 million, or 0.2%, from the prior year quarter and $51.3 million, or 0.4%, from the prior year six-month period. The decreases from the prior year quarter and six-month period were primarily due to the June 2022 divestiture of our Brazil specialty business and a decrease in sales at Alliance Healthcare, our European distribution business, resulting from unfavorable foreign currency exchange rates in the current year periods in comparison to the prior year periods, offset in part by incremental revenue from our January 2023 acquisition of PharmaLex and increased revenue from our less-than-wholly-owned Brazil full-line distribution business.

A number of our contracts with customers, including group purchasing organizations, are typically subject to expiration each year. We may lose a significant customer if an existing contract with such customer expires without being extended, renewed, or replaced. During the six months ended March 31, 2023, no significant contracts expired. Over the next twelve months, there are no significant contracts scheduled to expire. Additionally, from time to time, significant contracts may be terminated in accordance with their terms or extended, renewed, or replaced prior to their expiration dates. If those contracts are extended, renewed, or replaced at less favorable terms, they may also negatively impact our revenue, results of operations, and cash flows.

24

Gross Profit

	Three months ended March 31,					Six months ended March 31,
(dollars in thousands)	2023		2022		Change	2023		2022		Change
U.S. Healthcare Solutions	$	1,550,871	$	1,461,562	6.1%	$	2,937,019	$	2,740,115	7.2%
International Healthcare Solutions	803,696		755,624		6.4%	1,542,236		1,492,751		3.3%
Gains from antitrust litigation settlements	—		1,835			49,899		1,835
LIFO (expense) credit	(54,270)		16,059			(79,320)		60,738
Turkey highly inflationary impact	(4,855)		—			(8,439)		—
Gross profit	$	2,295,442	$	2,235,080	2.7%	$	4,441,395	$	4,295,439	3.4%

    Gross profit increased by $60.4 million, or 2.7%, from the prior year quarter and $146.0 million, or 3.4%, from the prior year six-month period. Gross profit in the current year quarter and six-month month period was favorably impacted by increases in gross profit in both reportable segments. The current year six-month period was also favorably impacted by an increase in gains from antitrust litigation settlements. The increases were offset in part by LIFO expense in the current year periods in comparison to a LIFO credit in the prior year periods.

U.S. Healthcare Solutions gross profit increased by $89.3 million, or 6.1%, from the prior year quarter and $196.9 million, or 7.2%, from the prior year six-month period primarily due to increased sales. As a percentage of revenue, U.S. Healthcare Solutions' gross profit margin was 2.74% and 2.60% in the current year quarter and six-month period, respectively, a 13-basis point decrease from prior year quarter and a 4-basis point decrease from the prior year six-month period primarily due to increased sales to our larger customers, which have lower gross profit margins, and lower sales of COVID-19 treatments.

Gross profit in International Healthcare Solutions increased by $48.1 million, or 6.4%, from the prior year quarter and $49.5 million, or 3.3%, from the prior year six-month period primarily due to the January 2023 acquisition of PharmaLex, increases in our global specialty logistics business and our less-than-wholly-owned Brazil full-line distribution business, offset in part by the June 2022 divestiture of our Brazil specialty business and a decrease in our European distribution business resulting from unfavorable foreign currency exchange rates in the current year periods in comparison to the prior year periods.

We recognized gains from antitrust litigation settlements with pharmaceutical manufacturers of $49.9 million in the six months ended March 31, 2023. We recognized gains from antitrust litigation settlements with pharmaceutical manufacturers of $1.8 million in three and six months ended March 31, 2022. The gains were recorded as reductions to Cost of Goods Sold (see Note 11 of the Notes to Consolidated Financial Statements).

Our cost of goods sold for interim periods includes a LIFO provision that is recorded ratably on a quarterly basis and is based on our estimated annual LIFO provision. The annual LIFO provision, which we estimate on a quarterly basis, is affected by manufacturer pricing practices, which may be impacted by market and other external influences, expected changes in inventory quantities, and product mix, many of which are difficult to predict. Changes to any of the above factors may have a material impact on our annual LIFO provision. LIFO expense in the current year periods in comparison to LIFO credits in the prior year periods were primarily driven by lower generic pharmaceutical deflation, higher brand pharmaceutical inflation, and higher brand inventory product mix estimated in the current fiscal year LIFO provision.

25

Operating Expenses

	Three months ended March 31,					Six months ended March 31,
(dollars in thousands)	2023		2022		Change	2023		2022		Change
Distribution, selling, and administrative	$	1,321,087	$	1,203,238	9.8%	$	2,612,015	$	2,373,348	10.1%
Depreciation and amortization	241,466		175,290		37.8%	413,406		351,219		17.7%
Litigation and opioid-related expenses	15,813		52,090			28,519		84,725
Acquisition-related deal and integration expenses	59,113		11,790			80,109		33,140
Restructuring and other expenses	97,444		12,515			113,684		23,499
Impairment of assets	—		—			—		4,946
Total operating expenses	$	1,734,923	$	1,454,923	19.2%	$	3,247,733	$	2,870,877	13.1%

Distribution, selling, and administrative expenses increased by $117.8 million, or 9.8%, compared to prior year quarter and $238.7 million, or 10.1%, compared to prior year six-month period primarily to support revenue growth in U.S. Healthcare Solutions and included inflationary impacts on certain operating expenses. As a percentage of revenue, distribution, selling, and administrative expenses were 2.08% and 2.07% in the current year quarter and six-month period, respectively, which was flat compared to the prior year quarter and represented a 5-basis point increase compared to the prior year six-month period.

Depreciation expense increased 4.3% and 4.2% from the prior year quarter and six-month period, respectively. Amortization expense increased 78.7% and 34.0% from the prior year quarter and six-month period, respectively, primarily due to accelerated amortization expense recorded in connection with the revised useful lives of certain trade names resulting from our intended company name change.

Litigation and opioid-related expenses in the three and six months ended March 31, 2023 included legal fees in connection with opioid lawsuits and investigations. Litigation and opioid-related expenses in the three months ended March 31, 2022 included a $29.8 million accrual related to opioid litigation settlements and $22.3 million of legal fees in connection with opioid lawsuits and investigations. Litigation and opioid-related expenses in the six months ended March 31, 2022 included $48.1 million of legal fees in connection with opioid lawsuits and investigations and a $36.6 million accrual related to opioid litigation settlements.

Acquisition-related deal and integration expenses in the three and six months ended March 31, 2023 primarily related to the acquisition of PharmaLex and the continued integration of Alliance Healthcare. Acquisition-related deal and integration expenses in the three and six months ended March 31, 2022 primarily related to the integration of Alliance Healthcare.

Restructuring and other expenses are comprised of the following for the periods indicated:

	Three months ended March 31,				Six months ended March 31,
(in thousands)	2023		2022		2023		2022
Restructuring and employee severance costs	$	43,531	$	8,579	$	46,851	$	15,221
Business transformation efforts	15,703		3,936		28,623		8,278
Other expenses	38,210		—		38,210		—
Total restructuring and other expenses	$	97,444	$	12,515	$	113,684	$	23,499

Restructuring and employee severance costs in the three and six months ended March 31, 2023 primarily included expenses incurred in connection with a workforce reduction in our U.S. Healthcare Solutions segment.

Business transformation efforts in the three and six months ended March 31, 2023 included rebranding costs associated with our name change to Cencora and non-recurring expenses related to significant strategic initiatives to improve operational efficiency. The majority of these costs related to services provided by third-party consultants, including certain technology initiatives.

Business transformation efforts in the three and six months ended March 31, 2022 primarily related to costs associated with reorganizing to further align our organization to our customers' needs. The majority of these costs related to services provided by third-party consultants, including certain technology initiatives.

26

In the three months ended March 31, 2023, one of our foreign business units experienced a cybersecurity event that impacted a standalone legacy information technology platform in one country and the foreign business unit's ability to operate in that country for approximately two weeks. In connection with this isolated event, we incurred costs to restore the foreign business unit's operations in that country, which was recorded in Other expenses in the above table. The majority of Other expenses in the three and six months ended March 31, 2023 related to the cybersecurity event.

Operating Income

	Three months ended March 31,					Six months ended March 31,
(dollars in thousands)	2023		2022		Change	2023		2022		Change
U.S. Healthcare Solutions	$	756,137	$	729,542	3.6%	$	1,328,553	$	1,298,629	2.3%
International Healthcare Solutions	175,991		187,068		(5.9)%	337,273		367,128		(8.1)%
Total segment operating income	932,128		916,610		1.7%	1,665,826		1,665,757		—%
Gains from antitrust litigation settlements	—		1,835			49,899		1,835
LIFO (expense) credit	(54,270)		16,059			(79,320)		60,738
Turkey highly inflationary impact	(4,855)		—			(8,439)		—
Acquisition-related intangibles amortization	(140,114)		(77,952)			(211,992)		(157,458)
Litigation and opioid-related expenses	(15,813)		(52,090)			(28,519)		(84,725)
Acquisition-related deal and integration expenses	(59,113)		(11,790)			(80,109)		(33,140)
Restructuring and other expenses	(97,444)		(12,515)			(113,684)		(23,499)
Impairment of assets	—		—			—		(4,946)
Operating income	$	560,519	$	780,157	(28.2)%	$	1,193,662	$	1,424,562	(16.2)%

Segment operating income is evaluated before gains from antitrust litigation settlements; LIFO (expense) credit; Turkey highly inflationary impact; acquisition-related intangibles amortization; litigation and opioid-related expenses; acquisition-related deal and integration expenses; restructuring and other expenses; and impairment of assets.

U.S. Healthcare Solutions' operating income increased by $26.6 million, or 3.6%, from prior year quarter and $29.9 million, or 2.3%, from prior year six-month period primarily due to the increases in gross profit, as noted above, and was offset in part by the increases in operating expenses. As a percentage of revenue, U.S. Healthcare Solutions' operating income margin was 1.33% and 1.18% in the current year quarter and six-month period ended March 31, 2023, respectively, and represented declines of 10 basis points and 7 basis points compared to the prior year quarter and prior year six-month period, respectively, primarily due to the declines in gross profit margins and an increase in the operating expense margin in the current year six-month period.

International Healthcare Solutions' operating income decreased by $11.1 million, or 5.9%, from the prior year quarter and $29.9 million, or 8.1%, from the prior year six-month period primarily due to a decrease in operating income in our European distribution business resulting from unfavorable foreign currency exchange rates in the current year periods in comparison to the prior year periods.

27

Interest Expense, Net

Interest expense, net and the respective weighted average interest rates for the three months ended March 31, 2023 and 2022 are as follows:

	2023			2022
(dollars in thousands)	Amount		Weighted Average Interest Rate	Amount		Weighted Average Interest Rate
Interest expense	$	72,272	3.55%	$	55,372	2.59%
Interest income	(8,163)		3.34%	(2,456)		0.69%
Interest expense, net	$	64,109		$	52,916

Interest expense, net and the respective weighted average interest rates for the six months ended March 31, 2023 and 2022 are as follows:

	2023			2022
(dollars in thousands)	Amount		Weighted Average Interest Rate	Amount		Weighted Average Interest Rate
Interest expense	$	133,078	3.39%	$	112,004	2.58%
Interest income	(22,953)		3.03%	(5,716)		0.79%
Interest expense, net	$	110,125		$	106,288

Interest expense, net increased by $11.2 million, or 21.2%, from prior year quarter and $3.8 million, or 3.6%, from the prior year six-month period primarily due to the increases in interest expense. The increases in interest expense were primarily driven by an increase in borrowings and interest rates associated with our variable-rate debt. The increases in interest expense were offset in part by increases in interest income, which were primarily driven by higher investment interest rates in the current year periods in comparison to the prior year periods. The higher investment interest rates were offset in part by lower average investment cash balances in the current year quarter in comparison to the prior year quarter.

Income Tax Expense

Our effective tax rates were 16.4% and 18.2% for the three and six months ended March 31, 2023, respectively. Our effective tax rates were 23.7% and 24.1% for the three and six months ended March 31, 2022, respectively. The effective tax rate for the three and six months ended March 31, 2023 was lower than the U.S. statutory rate primarily due to the benefit of non-U.S. income taxed at rates lower than the U.S. statutory rate, benefits from tax authority audit resolutions, and tax benefits associated with the vesting of restricted stock units and stock option exercises, offset in part by U.S. state income taxes. The effective tax rate in the three and six months ended March 31, 2022 were higher than the U.S. statutory rate primarily due to U.S. state income taxes as well as discrete tax expense associated with foreign valuation allowance adjustments, offset in part by the benefit of non-U.S. income taxed at rates lower than the U.S. statutory rate.

Liquidity and Capital Resources

     Our operating results have generated cash flows, which, together with availability under our debt agreements and credit terms from suppliers, have provided sufficient capital resources to finance working capital and cash operating requirements, and to fund capital expenditures, acquisitions, repayment of debt, the payment of interest on outstanding debt, dividends, and purchases of shares of our common stock.

Our primary ongoing cash requirements will be to finance working capital, fund the repayment of debt, fund the payment of interest on debt, fund the payment of dividends, fund purchases of our common stock, finance acquisitions, and fund capital expenditures and routine growth and expansion through new business opportunities. Future cash flows from operations and borrowings are expected to be sufficient to fund our ongoing cash requirements, including the opioid litigation payments that will be made over the next 16 years (see below).

Cash Flows

As of March 31, 2023 and September 30, 2022, our cash and cash equivalents held by foreign subsidiaries were $664.6 million and $688.4 million, respectively. We have the ability to repatriate the majority of our cash and cash equivalents held by our foreign subsidiaries without incurring significant additional taxes upon repatriation.

We have increased seasonal needs related to our inventory build during the December and March quarters that, depending on our cash balance, may require the use of our credit facilities to fund short-term capital needs. Our cash balances in the six months ended March 31, 2023 and 2022 were supplemented by intra-period credit facility borrowings to cover short-

28

term working capital needs. The largest amount of intra-period borrowings under our revolving and securitization credit facilities that was outstanding at any one time during the six months ended March 31, 2023 and 2022 was $2,121.0 million and $590.0 million, respectively. We had $35,443.6 million and $3,579.5 million of cumulative intra-period borrowings that were repaid under our credit facilities during the six months ended March 31, 2023 and 2022, respectively.

During the six months ended March 31, 2023, our operating activities provided cash of $1,339.6 million in comparison to $1,130.0 million in the prior year period. Cash provided by operations during the six months ended March 31, 2023 was principally the result of the following:

•An increase in accounts payable of $2,391.2 million primarily due to the increase in our inventory balances and the timing of scheduled payments to our suppliers;

•Net income of $904.4 million; and

•Positive non-cash items of $527.8 million, which is primarily comprised of amortization expense of $218.5 million and depreciation expense of $201.7 million.

The cash provided by the above items was offset in part by the following:

•An increase in inventories of $1,413.5 million to support the increase in business volume and due to seasonal needs;

•A increase in accounts receivable of $861.2 million primarily due to an increase in sales and the timing of scheduled payments from our customers;

•A decrease in accrued expenses of $260.3 million primarily due to the payment of accrued liabilities that were on our Consolidated Balance Sheet as of September 30, 2022.

Cash provided by operations during the six months ended March 31, 2022 was principally the result of the following:

•Net income of $1,004.7 million;

•An increase in accounts payable of $598.4 million primarily due to the increase in our inventory balances and the timing of scheduled payments to our suppliers; and

•Positive non-cash items of $423.4 million, which is primarily comprised of depreciation expense of $194.4 million and amortization expense of $165.6 million.

The cash provided by the above items was offset in part by the following:

•An increase in accounts receivable of $527.5 million primarily due to an increase in sales and the timing of scheduled payments from our customers;

•An increase in inventories of $215.5 million to support the increase in business volume and due to seasonal needs; and

•A decrease in accrued expenses of $134.7 million primarily due to the payment of accrual liabilities that were on our Consolidated Balance Sheet as of September 30, 2021.

We use days sales outstanding, days inventory on hand, and days payable outstanding to evaluate our working capital performance. The below financial metrics are calculated based upon a quarterly average and can be impacted by the timing of cash receipts and disbursements, which can vary significantly depending upon the day of the week on which the month ends.

	Three months ended March 31,		Six months ended March 31,
	2023	2022	2023	2022
Days sales outstanding	27.4	27.4	27.5	27.7
Days inventory on hand	29.1	28.9	28.3	28.5
Days payable outstanding	60.5	60.1	60.0	59.7

Our cash flows from operating activities can vary significantly from period to period based upon fluctuations in our period-end working capital account balances. Additionally, any changes to payment terms with a significant customer or manufacturer supplier could have a material impact to our cash flows from operations. Operating cash flows during the six months ended March 31, 2023 included $127.1 million of interest payments and $190.4 million of income tax payments, net of refunds. Operating cash flows during the six months ended March 31, 2022 included $103.3 million of interest payments and $146.7 million of income tax payments, net of refunds.

Capital expenditures in the six months ended March 31, 2023 and 2022 were $178.6 million and $209.3 million, respectively. Significant capital expenditures in the six months ended March 31, 2023 and 2022 included investments in various technology initiatives, including technology investments at Alliance Healthcare.

29

We currently expect to invest approximately $500 million for capital expenditures during fiscal 2023. Larger 2023 capital expenditures will include investments relating to various technology initiatives, including technology investments at Alliance Healthcare and those needed to comply with new regulatory requirements.

In addition to capital expenditures, net cash used in investing activity in the six months ended March 31, 2023 included $1,406.3 million for the acquisition of PharmaLex (see Note 2 of the Notes to Consolidated Financial Statements). Net cash used in investing activity in the six months ended March 31, 2022 included $124.2 million of costs to acquire companies, including $60.0 million that was paid to settle accrued consideration related to the Alliance Healthcare acquisition.

Net cash used in financing activities in the six months ended March 31, 2023 principally resulted from a $675 million repayment of our 0.737% senior notes that matured in March 2023, $807.2 million purchases of our common stock and $201.5 million in cash dividends paid on our common stock. Net cash used in financing activities in the six months ended March 31, 2022 principally resulted from the repayment of our $250 million term loan and $197.9 million in cash dividends paid on our common stock.

Debt and Credit Facility Availability

The following table illustrates our debt structure as of March 31, 2023, including availability under the multi-currency revolving credit facility, the receivables securitization facility, the revolving credit note, the money market facility, the Alliance Healthcare debt, and the overdraft facility:

(in thousands)	Outstanding Balance		Additional Availability
Fixed-Rate Debt:
$500,000, 3.400% senior notes due 2024	$	499,437	$	—
$500,000, 3.250% senior notes due 2025	498,687		—
$750,000, 3.450% senior notes due 2027	746,043		—
$500,000, 2.800% senior notes due 2030	495,653		—
$1,000,000, 2.700% senior notes due 2031	991,040		—
$500,000, 4.250% senior notes due 2045	495,270		—
$500,000, 4.300% senior notes due 2047	493,421		—
Nonrecourse debt	35,161		—
Total fixed-rate debt	4,254,712		—
Variable-Rate Debt:
Multi-currency revolving credit facility due 2027	—		2,400,000
Receivables securitization facility due 2025	350,000		1,100,000
Revolving credit note	—		75,000
Overdraft facility due 2024 (£10,000)	—		12,337
Money market facility	—		100,000
Alliance Healthcare debt	244,408		203,882
Nonrecourse debt	83,691		—
Total variable-rate debt	678,099		3,891,219
Total debt	$	4,932,811	$	3,891,219

In March 2023, the remaining balance of $675 million on our original $1.5 billion, 0.737% senior notes matured and was repaid.

We have a $2.4 billion multi-currency senior unsecured revolving credit facility ("Multi-Currency Revolving Credit Facility") with a syndicate of lenders, which is scheduled to expire in October 2027. Interest on borrowings under the Multi-Currency Revolving Credit Facility accrues at specified rates based on our debt rating and ranges from 80.5 basis points to 122.5 basis points over SOFR/EURIBOR/CDOR/RFR, as applicable (102.5 basis points over SOFR/EURIBOR/CDOR/RFR as of March 31, 2023) and from 0 basis points to 22.5 basis points over the alternate base rate and Canadian prime rate, as applicable. We pay facility fees to maintain the availability under the Multi-Currency Revolving Credit Facility at specified rates based on our debt rating, ranging from 7 basis points to 15.0 basis points, annually, of the total commitment (10 basis points as of March 31, 2023). We may choose to repay or reduce our commitments under the Multi-Currency Revolving Credit Facility at any time. The Multi-Currency Revolving Credit Facility contains covenants, including compliance with a financial leverage ratio test, as well as others that impose limitations on, among other things, indebtedness of subsidiaries and asset sales, with which we were compliant as of March 31, 2023.

30

We have a commercial paper program whereby we may from time to time issue short-term promissory notes in an aggregate amount of up to $2.4 billion at any one time. Amounts available under the program may be borrowed, repaid, and re-borrowed from time to time. The maturities on the notes will vary, but may not exceed 365 days from the date of issuance. The notes will bear interest, if interest bearing, or will be sold at a discount from their face amounts. The commercial paper program does not increase our borrowing capacity as it is fully backed by our Multi-Currency Revolving Credit Facility. There were no borrowings outstanding under our commercial paper program as of March 31, 2023.

We have a $1,450 million receivables securitization facility ("Receivables Securitization Facility"), which is scheduled to expire in October 2025. We have available to us an accordion feature whereby the commitment on the Receivables Securitization Facility may be increased by up to $250 million, subject to lender approval, for seasonal needs during the December and March quarters. Interest rates are based on prevailing market rates for short-term commercial paper or 30-day Term SOFR plus a program fee. We pay a customary unused fee at prevailing market rates, annually, to maintain the availability under the Receivables Securitization Facility. The Receivables Securitization Facility contains similar covenants to the Multi-Currency Revolving Credit Facility, with which we were compliant as of March 31, 2023.

We have an uncommitted, unsecured line of credit available to us pursuant to a revolving credit note ("Revolving Credit Note"). The Revolving Credit Note provides us with the ability to request short-term unsecured revolving credit loans from time to time in a principal amount not to exceed $75 million. The Revolving Credit Note may be decreased or terminated by the bank or us at any time without prior notice. We also have a £10 million uncommitted U.K. overdraft facility ("Overdraft Facility"), which expires in February 2024, to fund short-term normal trading cycle fluctuations related to our MWI Animal Health business. We have an uncommitted, unsecured line of credit available to us pursuant to a money market credit agreement ("Money Market Facility"). The Money Market Facility provides us with the ability to request short-term unsecured revolving credit loans from time to time in a principal amount not to exceed $100 million. The Money Market Facility may be decreased or terminated by the bank or us at any time without prior notice.

Alliance Healthcare debt is comprised of uncommitted revolving credit facilities in various currencies with various rates. A majority of the outstanding borrowings were held in Egypt (which is 50% owned) as of March 31, 2023. These facilities are used to fund its working capital needs.

Nonrecourse debt is comprised of short-term and long-term debt belonging to the Brazil subsidiary and is repaid solely from the Brazil subsidiary' cash flows and such debt agreements provide that the repayment of the loans (and interest thereon) is secured solely by the capital stock, physical assets, contracts, and cash flows of the Brazil subsidiary.

Share Purchase Programs and Dividends

In May 2022, our board of directors authorized a share repurchase program allowing us to purchase up to $1.0 billion of our outstanding shares of common stock, subject to market conditions. In the six months ended March 31, 2023, we purchased $778.8 million of our common stock, including $700 million from Walgreens Boots Alliance, Inc. These purchases excluded $28.4 million of purchases in September 2022 that cash settled in October 2022. As of March 31, 2023, we had $182.5 million of availability remaining under this program.

In March 2023, our board of directors authorized a new share repurchase program allowing us to purchase up to $1.0 billion of our outstanding shares of common stock, subject to market conditions. No shares were purchased under this program as of March 31, 2023.

In November 2022, our board of directors increased the quarterly dividend paid on common stock by 5% from $0.460 per share to $0.485 per share. We anticipate that we will continue to pay quarterly cash dividends in the future. However, the payment and amount of future dividends remains within the discretion of our board of directors and will depend upon future earnings, financial condition, capital requirements, and other factors.

Commitments and Obligations

As discussed and defined in Note 10 of the Notes to Consolidated Financial Statements, on July 21, 2021, it was announced that we and the two other national pharmaceutical distributors had negotiated a Distributor Settlement Agreement. The Distributor Settlement Agreement became effective on April 2, 2022, and as of March 31, 2023, it included 48 of 49 eligible states (the “Settling States”) as well as 99% by population of the eligible political subdivisions in the Settling States. Our remaining estimated liability related to the Distributor Settlement Agreement, the State of Alabama (with whom we have not reached a settlement agreement), and other opioid-related litigation for which we have reached settlement agreements is approximately $5.9 billion on our Consolidated Balance Sheet as of March 31, 2023 and is expected to be paid over the next 16 years. The payment of the aforementioned litigation liability has not and is not expected to have an impact on our ability to pay dividends.

31

The following is a summary of our contractual obligations for future principal and interest payments on our debt, minimum rental payments on our noncancellable operating leases, and minimum payments on our other commitments as of March 31, 2023:

Payments Due by Period (in thousands)	Debt, Including Interest Payments		Operating Leases		Other Commitments		Total
Within 1 year	$	461,986	$	211,815	$	113,730	$	787,531
1-3 years	1,714,674		369,620		138,155		2,222,449
4-5 years	999,036		278,049		21		1,277,106
After 5 years	3,411,242		471,987		—		3,883,229
Total	$	6,586,938	$	1,331,471	$	251,906	$	8,170,315

The 2017 Tax Act requires a one-time transition tax to be recognized on historical foreign earnings and profits. We expect to pay $139.0 million, net of overpayments and tax credits, related to the transition tax as of March 31, 2023, which is payable in installments over a six-year period, and commenced in January 2021. The transition tax commitment is included in "Other Commitments" in the above table.

Our liability for uncertain tax positions was $528.3 million (including interest and penalties) as of March 31, 2023. This liability represents an estimate of tax positions that we have taken in our tax returns which may ultimately not be sustained upon examination by taxing authorities. Since the amount and timing of any future cash settlements cannot be predicted with reasonable certainty, the estimated liability has been excluded from the above contractual obligations table. Our liability for uncertain tax positions as of March 31, 2023 primarily includes an uncertain tax benefit related to the legal accrual for litigation related to the distribution of prescription opioid pain medications, as disclosed in Note 10 of the Notes to Consolidated Financial Statements.

Market Risks

We have exposure to foreign currency and exchange rate risk from our non-U.S. operations. Our largest exposure to foreign exchange rates exists primarily with the U.K. Pound Sterling, the Euro, the Turkish Lira, the Egyptian Pound, the Brazilian Real, and the Canadian Dollar. We use forward contracts to hedge against the foreign currency exchange rate impact on certain intercompany receivable and payable balances. We may use derivative instruments to hedge our foreign currency exposure, but not for speculative or trading purposes. Revenue from our foreign operations during the six months ended March 31, 2023 was approximately 11% of our consolidated revenue.

We have market risk exposure to interest rate fluctuations relating to our debt. We manage interest rate risk by using a combination of fixed-rate and variable-rate debt. The amount of variable-rate debt fluctuates during the year based on our working capital requirements. We had $678.1 million of variable-rate debt outstanding as of March 31, 2023. We periodically evaluate financial instruments to manage our exposure to fixed and variable interest rates. However, there are no assurances that such instruments will be available in the combinations we want and/or on terms acceptable to us. There were no such financial instruments in effect as of March 31, 2023.

We also have market risk exposure to interest rate fluctuations relating to our cash and cash equivalents. We had $1,539.4 million in cash and cash equivalents as of March 31, 2023. The unfavorable impact of a hypothetical decrease in interest rates on cash and cash equivalents would be partially offset by the favorable impact of such a decrease on variable-rate debt. For every $100 million of cash invested that is in excess of variable-rate debt, a 10 basis point decrease in interest rates would increase our annual net interest expense by $0.1 million.

Deterioration of general economic conditions, among other factors, could adversely affect the number of prescriptions that are filled and the amount of pharmaceutical products purchased by consumers and, therefore, could reduce purchases by our customers. In addition, volatility in financial markets may also negatively impact our customers' ability to obtain credit to finance their businesses on acceptable terms. Reduced purchases by our customers or changes in the ability of our customers to remit payments to us could adversely affect our revenue growth, our profitability, and our cash flow from operations.

Recent elevated levels of inflation in the global and U.S. economies have impacted certain operating expenses. If elevated levels of inflation persist or increase, our operations and financial results could be adversely affected, particularly in certain global markets.

We have risks from other geopolitical trends and events, such as the Russia-Ukraine war. Although the long-term implications of Russia’s invasion of Ukraine are difficult to predict at this time, the financial impact of the conflict has not been material.

32

ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk

The Company’s most significant market risks are the effects of foreign currency risk, changing interest rates, and changes in the price and volatility of the Company’s common stock. See the discussion under the heading "Market Risks," which is incorporated by reference herein.

ITEM 4.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are intended to ensure that information required to be disclosed in the Company’s reports submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. These controls and procedures also are intended to ensure that information required to be disclosed in such reports is accumulated and communicated to management to allow timely decisions regarding required disclosures.

The Company’s Chief Executive Officer and Chief Financial Officer, with the participation of other members of the Company’s management, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a — 15(e) and 15d — 15(e) under the Exchange Act) and have concluded that the Company’s disclosure controls and procedures were effective for their intended purposes as of the end of the period covered by this report.

Changes in Internal Control over Financial Reporting

During the second quarter of fiscal 2023, there was no change in AmerisourceBergen Corporation’s internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended March 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

33

PART II.  OTHER INFORMATION

ITEM 1.  Legal Proceedings

See Note 10 (Legal Matters and Contingencies) of the Notes to Consolidated Financial Statements set forth under Item 1 of Part I of this report for the Company’s current description of legal proceedings.

ITEM 1A.  Risk Factors

Our significant business risks are described in Item 1A to Form 10-K for the fiscal year ended September 30, 2022 to which reference is made herein. The information presented below describes updates and additions to such risk factors and should be read in conjunction with the risk factors and information disclosed in our Form 10-K.

Business and Operational Risks

Our results of operations and financial condition may be adversely affected if we undertake acquisitions of or investments in businesses that do not perform as we expect or that are difficult for us to integrate.

As part of our strategy we seek to pursue acquisitions of and investments in other companies. At any particular time, we may be in various stages of assessment, discussion, and negotiation with regard to one or more potential acquisitions or investments, not all of which will be consummated. We make public disclosure of pending and completed acquisitions when appropriate and required by applicable securities laws and regulations. On June 1, 2021, we completed our acquisition of Alliance Healthcare from WBA for $5,596.7 million in net cash, $229.1 million of our common stock, and $6.1 million of other equity consideration. On January 1, 2023, we completed our acquisition of PharmaLex Holding GmbH (“PharmaLex”) from AUCTUS Capital Partners AG for $1.473 billion in cash, which includes cash acquired and a cash holdback. Alliance Healthcare and PharmaLex operate in the United Kingdom, Germany, a number of other countries in the European Union, and in select other markets. On April 20, 2023, we announced our intent to acquire OneOncology (“OneOncology”) through a joint venture with TPG, a global alternative asset management firm, in which we committed to purchase an approximately 35% minority equity interest in OneOncology for approximately $685 million in cash. The OneOncology transaction is expected to close by the end of September 2023, and is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals.

We may find that our ability to integrate and control Alliance Healthcare and PharmaLex is more difficult, time consuming or costly than expected, especially in certain countries where our investment is not wholly-owned, such as our 50%-owned Alliance Healthcare Egypt subsidiary. Each of Alliance Healthcare, PharmaLex and OneOncology may fail to achieve its expected future financial and operating performance and results and the transactions may have the effect of disrupting relationships with employees, suppliers, and other business partners.

Acquisitions involve numerous risks and uncertainties and may be of businesses or in regions in which we lack operational or market experience. Acquired companies may have business practices that we are not accustomed to or have unique terms and conditions with their business partners. As a result of the acquisition of Alliance Healthcare, PharmaLex and other future acquisitions or investments, including OneOncology, our results of operations and financial condition may be adversely affected by a number of factors, including: regulatory or compliance issues that could arise; changes in regulations and laws; the failure of the acquired businesses to achieve the results we have projected in either the near or long term; the assumption of unknown liabilities, including litigation risks; the fair value of assets acquired and liabilities assumed not being properly estimated; the difficulties of imposing adequate financial and operating controls on the acquired companies and their management and the potential liabilities that might arise pending the imposition of adequate controls; the difficulties in the integration of the operations, technologies, services and products of the acquired companies; and the failure to achieve the strategic objectives of these acquisitions.

Our businesses operate in a number of jurisdictions, including Egypt and other locations, that have a higher business, operating and regulatory risk profile than the United States and European Union jurisdictions. Such risks may include risks of violation of United States, United Kingdom and other anti-corruption, anti-bribery and international trade laws. Our results of operations and financial condition may be adversely affected if we are not able to effectively put in place effective financial controls and compliance policies to safeguard against such risks as part of our integration of businesses, including Alliance Healthcare and PharmaLex.

We are subject to operational and logistical risks that might not be covered by insurance.

We have distribution centers and facilities located in the United States, the United Kingdom, the European Union and throughout the world. Our business exposes us to risks that are inherent in the distribution of pharmaceuticals and the provision of related services, including cold chain storage and shipping. The volume of cold chain storage and shipping has increased in part due to the COVID-19 pandemic and the requirements for distribution of COVID-19 vaccines and certain treatments. We

34

expect this trend to continue. Although we seek to maintain adequate insurance coverage, coverage on acceptable terms might be unavailable, coverage might not cover our losses, coverage might be significantly more costly or may require large deductibles.

Additionally, we seek to maintain coverage for risks associated with cybersecurity, but such insurance has become increasingly difficult to secure, comes with increasingly high self-insured retentions and, in some cases, policies may not provide adequate coverage for possible losses. Further, both as a result of a cybersecurity event one of our foreign business units experienced in March 2023 and industry trends generally, we may incur higher costs for future cybersecurity insurance coverage. Uninsured losses or operational losses that result from large deductible payments under commercial insurance coverage might have an adverse impact on our business operations and our financial position or results of operations.

Litigation and Regulatory Risks

Our actual or perceived failure to adequately protect personal data could result in claims of liability against us, damage our reputation or otherwise materially harm our business.

Given the nature of our business, we, together with third parties acting on our behalf, receive, collect, process, use, and retain sensitive and confidential customer and employee data, in addition to proprietary business information. Some of our third-party service providers, such as identity verification and payment processing providers, also regularly have access to customer data. Additionally, we maintain other confidential, proprietary, or otherwise sensitive information relating to our business and from third parties.

Global privacy, cybersecurity and data protection-related laws and regulations are evolving, extensive, and complex. Compliance with these laws and regulations is difficult and costly. The interpretation and application of these laws in some instances is uncertain, and our legal and regulatory obligations are subject to frequent changes. We are required to comply with increasingly complex and changing data privacy regulations both in the United States and beyond that regulate the collection, use, security, processing, and transfer of personal data, including particularly the transfer of personal data between or among countries. Many of these regulations also grant rights to individuals. Many foreign data privacy regulations (including, without limitation, GDPR in the European Union, UK GDPR, Brazil’s General Data Protection Law, LGPD, and the Personal Information Protection and Electronic Documents Act in Canada) and certain state laws and regulations (including California’s CCPA and recently enacted consumer privacy laws in Colorado, Connecticut, Utah, and Virginia) impose requirements beyond those enacted under United States federal law including, in some instances, private rights of action. For example, the EU GDPR imposes more stringent data protection requirements, including a broader scope of protected data, restrictions on cross-border transfers of personal data and more onerous breach reporting requirements, and the EU GDPR imposes greater penalties for non-compliance than the federal data protection laws in the United States. Other states and countries continue to enact similar legislation. We are also required to comply with expanding and increasingly complex cybersecurity regulations in the United States and abroad with respect to reporting adverse events and additional requirements for avoiding or responding to an adverse event. We may also face audits or investigations by domestic or foreign government agencies relating to our compliance with these regulations. An adverse outcome under any such investigation or audit could subject us to fines or other penalties. We also have contractual obligations to our customers related to the protection of personal data and compliance with privacy laws.

Despite the security measures we have in place to ensure compliance with applicable laws and rules, our facilities and systems, and those of our third-party service providers, may be vulnerable to security breaches, acts of cyber terrorism, vandalism or theft, computer viruses, misplaced or lost data, programming and/or human errors or other similar events. A party who is able to compromise the security measures of our networks, or those of our third-party service providers, could misappropriate either proprietary business information or the personal information of our customers or employees. In March 2023, one of the Company’s foreign business units experienced a cybersecurity event that impacted a standalone legacy information technology platform in one country and the foreign business unit’s ability to operate in that country for approximately two weeks. The Company made an initial notification to the relevant regulator and is continuing to comply with applicable requirements to notify relevant regulators and any impacted parties or individuals. Any actual or perceived breach of confidential information could expose us to increased risk of lawsuits, regulatory penalties, loss of existing or potential customers, damage relating to loss of proprietary information, harm to our reputation and increases in our security costs. The foregoing or other circumstances related to our collection, use, and transfer of personal data could cause a loss of reputation in the market and/or adversely affect our business and financial position.

Other Risks

The loss or disruption of information systems could disrupt our operations and have a material adverse effect on our business.

Our businesses rely on sophisticated information systems to obtain, rapidly process, analyze, and manage data to facilitate the purchase and distribution of thousands of inventory items from numerous distribution centers; to receive, process,

35

and ship orders on a timely basis; to account for other product and service transactions with customers; to manage the accurate billing and collections for thousands of customers; and to process payments to suppliers. We continue to make substantial investments in data centers and information systems, including, but not limited to, those relating to our acquisition of Alliance Healthcare. To the extent our information systems are not successfully implemented or fail, or to the extent there are data center interruptions or outages, our business and results of operations may be materially adversely affected. Our business and results of operations may also be adversely affected if a third-party service provider does not perform satisfactorily, or if the information systems are interrupted or damaged by unforeseen events, including due to the actions of third parties.

Information security risks have generally increased in recent years because of the proliferation of cloud-based infrastructure and other services, new technologies, and the increased sophistication and activities of perpetrators of cyberattacks. Security incidents such as ransomware attacks are becoming increasingly prevalent and severe, as well as increasingly difficult to detect. These risks have increased with the growth of our business, including as we integrate the information systems of acquired businesses, such as Alliance Healthcare, into our enterprise.

In addition, security incidents may disrupt our businesses and require that we expend substantial additional resources related to the security of information systems. We, and our third-party service providers, may experience cyberattacks aimed at disrupting services. In March 2023, one of the Company’s foreign business units became aware of a cybersecurity event. Upon detection, we undertook steps to address the event, including engaging a cybersecurity forensic firm, outside counsel and other incident response professionals, and notifying law enforcement and relevant government authorities. The ensuing investigation revealed that the event resulted in the unavailability of certain data stored on a standalone legacy information technology platform and was isolated to one country, which disrupted operations of the Company’s foreign business unit in that country. The investigation determined that systems and operations in other countries were not impacted. Over a period of approximately two weeks, the foreign business unit’s systems were substantially restored and operations in the effected country resumed. While we believe that the March 2023 cybersecurity event did not have a material adverse effect on our business, financial position, or results of operations, no assurances can be given as we continue to assess the full impact from the event. We are continuing to build and execute plans to further improve our existing systems and invest in our cybersecurity defenses and technology resiliency. Security breaches can also occur as a result of non-technical issues, including intentional or inadvertent actions by our employees, third-party service providers or their personnel or other parties. A failure, interruption, or breach of our operational or information security systems, or those of our third-party service providers, as a result of cyberattacks or information security breaches could disrupt our business, result in the disclosure or misuse of confidential or proprietary information or personal data, damage our reputation, cause loss of customers or revenue, increase our costs, result in litigation and/or regulatory action, and/or cause other losses, any of which might have a materially adverse impact on our business operations and our financial position or results of operations. As a result, cybersecurity and the continued development and enhancement of the controls and processes designed to protect our systems, computers, software, data, and networks from attack, damage, or unauthorized access remain a priority for us. Although we believe that we have robust information security procedures, controls and other safeguards in place, both as a result of the March 2023 cybersecurity event and as cyber threats continue to evolve, we may be required to expend additional resources and incur greater costs to continue to enhance our information security measures and/or to investigate and remediate information security vulnerabilities.

36

ITEM 2.  Unregistered Sales of Equity Securities and Use of Proceeds

(c) Issuer Purchases of Equity Securities

The following table sets forth the number of shares purchased, the average price paid per share, the total number of shares purchased as part of publicly announced programs, and the approximate dollar value of shares that may yet be purchased under the programs during each month in the second fiscal quarter ended March 31, 2023. See Note 7, "Stockholders' Equity and Earnings per Share," contained in "Notes to Condensed Consolidated Financial Statements" in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs
January 1 to January 31	85	$	164.29	—	$	182,525,290
February 1 to February 28	16,710	$	156.79	—	$	182,525,290
March 1 to March 31	672	$	153.52	—	$	1,182,525,290
Total	17,467			—

ITEM 3.  Defaults Upon Senior Securities

None.

ITEM 4.  Mine Safety Disclosures

Not applicable.

ITEM 5.  Other Information

None.

37

ITEM 6.  Exhibits

    (a)         Exhibits:

Exhibit Number	Description
10.1	Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the AmerisourceBergen 2022 Omnibus Incentive Plan.
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
32	Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.
101	Financial statements from the Quarterly Report on Form 10-Q of AmerisourceBergen Corporation for the quarter ended March 31, 2023, formatted in Inline Extensible Business Reporting Language (iXBRL): (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.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

38

SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	AMERISOURCEBERGEN CORPORATION
May 2, 2023	/s/ Steven H. Collis
	Steven H. Collis
	Chairman, President & Chief Executive Officer
May 2, 2023	/s/ James F. Cleary
	James F. Cleary
	Executive Vice President & Chief Financial Officer

39

EX-10.1

Exhibit 10.1

AMERISOURCEBERGEN CORPORATION

RESTRICTED STOCK UNIT AWARD TO NON-EMPLOYEE DIRECTOR

Participant:

Number of Restricted Stock Units Granted:

Date of Grant:

Vesting Date:

RECITALS

This Restricted Stock Unit Award (the “Award Agreement”) is hereby made by AmerisourceBergen Corporation, a Delaware corporation (the “Company”), pursuant to the AmerisourceBergen Corporation 2022 Omnibus Incentive Plan (the “Plan”).

WHEREAS, the Company has agreed to grant to the Participant Restricted Stock Units, subject to certain restrictions and on the terms and conditions contained in this Award Agreement.

NOW, THEREFORE, in consideration of the foregoing and the premises contained herein and intending to be legally bound hereby:

1.Definitions. Unless otherwise defined herein, capitalized terms used in this Award Agreement shall have the meanings ascribed to them in the Plan. As used herein:

a.“Award” means an award of Restricted Stock Units hereby granted.

b.“Date of Grant” means the date on which the Company awarded the Restricted Stock Units to the Participant pursuant to the Plan.

c.“Restricted Stock Units” means the Restricted Stock Units which are the subject of the Award hereby granted.

d.“Retirement” means any termination of service on the Board, other than by the Company for Cause, after reaching age fifty-five (55), where the Participant’s age plus years of continuous service on the Board equals at least sixty-five (65).

e.“Shares” mean shares of the Company’s Common Stock.

f.“Vesting Period” means, with respect to each Restricted Stock Unit, the period beginning on the Date of Grant and ending on the first anniversary thereof.

2.Grant of Restricted Stock Units. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant the Restricted Stock Units. Each Restricted Stock Unit represents an unfunded unsecured right of the Participant, upon vesting of the Restricted Stock Unit, to receive one Share.

3.Vesting. Subject to the terms and conditions set forth herein and in the Plan, the Restricted Stock Units shall vest on the Vesting Date, provided the Participant has remained in continuous service as a member of the Board from the Date of Grant through the Vesting Date. Notwithstanding the foregoing, the Restricted Stock Units will vest earlier than the Vesting Date in accordance with the following:

a.if the Participant’s service as a member of the Board terminates during the Vesting Period as a result of the Participant’s death, the Restricted Stock Units shall become 100% vested as of the date of such cessation of service;

b.if the Participant’s service as a member of the Board terminates during the Vesting Period due to the Participant’s Retirement, the Restricted Stock Units shall become 100% vested as of the date of such cessation of service; and

c.in the event of a Change in Control during the Vesting Period and while the Participant is providing service as a member of the Board, the Restricted Stock Units shall become 100% vested as of immediately prior to the consummation of the Change in Control.

4.Forfeiture of Restricted Stock Units. If at any time the Participant ceases service as a member of the Board for any reason other than death or Retirement during the Vesting Period, the Restricted Stock Units shall be forfeited by the Participant and deemed canceled by the Company and the Participant shall thereupon cease to have any right or be entitled to receive any Shares under the Restricted Stock Units.

5.Rights of Participant. The Participant shall not have the rights of a stockholder of the Company with respect the Shares represented by the Restricted Stock Units, including, without limitation, the right to vote the Shares represented by the Restricted Stock Units, unless and until such Shares have been delivered to the Participant in accordance with Paragraph 9.

6.Dividend Equivalents. The Participant shall not receive cash dividends on the Restricted Stock Units, but instead shall, with respect to each Restricted Stock Unit, be entitled to a cash payment from the Company determined on each cash dividend payment date with respect to the Shares with a record date occurring at any time following the Date of Grant but prior to the date that the Shares represented by the Restricted Stock Units are delivered to the Participant in accordance with Paragraph 9. Such cash payment shall be equal to the dividend that would have been paid on the Share represented by each Restricted Stock Unit had the Share been issued and outstanding and entitled to the dividend. Cash payments for each cash dividend payment date with respect to the Shares with a record date occurring prior to the date that the Shares represented by the Restricted Stock Units are delivered to the Participant in accordance with Paragraph 9 shall be accrued until such delivery date and paid to the Participant at the same time delivery of the Shares represented by the Restricted Stock Units is made to the Participant in accordance with Paragraph 9.

7.Notices. Any notice to the Company provided for in this instrument shall be addressed to the EVP, Chief Legal Officer at 1 West First Avenue, Conshohocken, PA 19428, and any notice to the Participant shall be addressed to such Participant at the current address or electronic mail address shown in the records of the Company, or to such other address or electronic mail address as the Participant may designate to the Company in writing. Any notice shall be delivered by hand, sent by overnight courier, telecopy or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service, or, if to the Participant, delivered via electronic mail (provided written confirmation of the transmission is obtained).

8.Securities Laws, etc. The Administrator may from time to time impose any conditions on the Restricted Stock Units, and the Shares represented by the Restricted Stock Units, as it deems necessary or advisable to ensure that the Plan and this Award satisfy the conditions of Rule 16b-3, and that such Shares are issued and resold in compliance with the Securities Act of 1933, as amended. The Company may require that the Participant represent that the Participant is holding the Shares for the Participant’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Administrator deems appropriate.

9.Delivery Date.

a.Generally. With respect to Shares not subject to a Deferral Election pursuant to Paragraph 9(b) below, the Shares represented by the Restricted Stock Units (or such other consideration as permitted by Section 18(b) of the Plan) that have become nonforfeitable (including by reason of satisfying the conditions for Retirement) shall be delivered to the Participant on the earliest of: (a) the Vesting Date; (b) the date of the Participant’s death; (c) the date of the Participant’s separation from service (within the meaning of Treas. Reg. 1.409A-1(h)) on account of Retirement; and (d) the date of a Change in Control if such Change in Control constitutes a “change in the ownership or effective control” or a “change in the ownership of a substantial portion of the assets” within the meaning of Treas. Reg. 1.409A-3(i)(5).

b.Deferral Election.

i.The Participant shall have the right to make an election (a “Deferral Election”) to defer the receipt of all or a portion of the Shares issuable with respect to Restricted Stock Units hereby granted by filing a Deferral Election on the form provided by,

and in accordance with the procedures established by, the Company for this purpose, consistent with Section 409A of the Code. A Deferral Election shall not be effective unless it is filed with the Company on or before the date established by the Company.

ii.All Shares (or such other consideration as permitted by Section 18(b) of the Plan) issuable with respect to Restricted Stock Units that are subject to a Deferral Election under this Paragraph 9 and that have become nonforfeitable (including by reason of satisfying the conditions for Retirement) shall be delivered to the Participant on the earliest of: (A) the date designated by the Participant, which shall not be earlier than the Vesting Date; (B) the Participant’s death; (C) the date of the Participant’s separation from service (within the meaning of Treas. Reg. 1.409A-1(h)) on account of Retirement; and (D) the date of a Change in Control if such Change in Control constitutes a “change in the ownership or effective control” or a “change in the ownership of a substantial portion of the assets” within the meaning of Treas. Reg. 1.409A-3(i)(5).

iii.The Participant’s right to delivery of Shares subject to a Deferral Election shall at all times represent the general obligation of the Company. Grantee shall be a general creditor of the Company with respect to this obligation, and shall not have a secured or preferred position with respect to such obligation. Nothing contained in the Plan or this Award shall be deemed to create an escrow, trust, custodial account or fiduciary relationship of any kind.

10.Delivery of Shares. The certificates for the Shares represented by the Restricted Stock Units will be delivered without payment from the Participant and without any legend or restrictions, except for such restrictions as may be imposed by the Administrator, in its sole judgment, under Paragraph 8. The Company may condition delivery of certificates for Shares upon the prior receipt from the Participant of any undertakings which it may determine are required to ensure that the certificates are being issued in compliance with federal and state securities laws. The right to payment of any fractional Shares shall be satisfied in cash, measured by the product of the fractional amount times the Fair Market Value of a Share on the delivery date, as determined by the Administrator.

11.Transferability. The Restricted Stock Units (and the underlying Shares and related dividend equivalents) may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant other than by will or by the laws of descent and distribution, and any purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance not permitted by this Paragraph 11 shall be void and unenforceable. However, any Shares (and related dividend equivalents) which vest hereunder but otherwise remain unissued at the time of the Participant’s death, shall be issued to the Participant’s designated beneficiary or beneficiaries of this Award or in the absence of such designated beneficiaries, pursuant to the provisions of the Participant’s will or laws of descent and distribution.

12.Miscellaneous.

a.The Award granted hereunder shall not confer upon the Participant any right to continue in the service of the Company and the Company and its stockholders may terminate the Participant’s service at any time in accordance with applicable law.

b.This Agreement and the Award are intended to comply with Section 409A of the Code, and its corresponding regulations, or an exemption thereto, and payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code, to the extent applicable.

c.The Company has not advised the Participant regarding the Participant’s income tax liability in connection with the grant or vesting of the Restricted Stock Units or the delivery of the Shares represented by the Restricted Stock Units. The Participant may not rely on any statements or representations of the Company or any of its agents in regard to such liability. The Participant (and not the Company) shall be responsible for the Participant’s

own tax liability that may arise as a result of the transactions contemplated by this Award Agreement.

d.The validity, performance, construction and effect of this Award shall be governed by and determined in accordance with the law of the State of Delaware, without giving effect to conflicts of laws principles thereof.

e.Except to the extent otherwise provided in this Agreement, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and the Participant, the Participant’s assigns, the legal representatives, heirs and legatees of the Participant’s estate and any beneficiaries of the Award designated by the Participant.

f.This Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

g.The Participant has received a copy of the Plan, has been provided with the opportunity to read the Plan and is familiar with the terms and provisions thereof and hereby accepts this Award subject to all of the terms and provisions of this Award and the Plan. The Participant acknowledges the receipt of the prospectus for the Plan. The Participant further acknowledges that all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Award shall be binding, conclusive and final.

IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute this Award Agreement effective as of the Date of Grant.

AMERISOURCEBERGEN CORPORATION
Accepted:

EX-31.1

Exhibit 31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

I, Steven H. Collis, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q (the "Report") of AmerisourceBergen Corporation (the "Registrant");

2.Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3.Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report;

4.The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

(d)Disclosed in this Report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant’s board of directors:

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

Date: May 2, 2023

/s/ Steven H. Collis

Steven H. Collis

Chairman, President and Chief Executive Officer

EX-31.2

Exhibit 31.2

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

I, James F. Cleary, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q (the "Report") of AmerisourceBergen Corporation (the "Registrant");

2.Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3.Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report;

4.The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

(d)Disclosed in this Report any change in the Registrant's internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors:

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

Date: May 2, 2023

/s/ James F. Cleary

James F. Cleary

Executive Vice President and Chief Financial Officer

EX-32

Exhibit 32

Section 1350 Certification of Chief Executive Officer

In connection with the Quarterly Report of AmerisourceBergen Corporation (the "Company") on Form 10-Q for the quarter ended March 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Steven H. Collis, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Steven H. Collis

Steven H. Collis

Chairman, President and Chief Executive Officer

May 2, 2023

Section 1350 Certification of Chief Financial Officer

In connection with the Quarterly Report of AmerisourceBergen Corporation (the "Company") on Form 10-Q for the quarter ended March 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, James F. Cleary, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ James F. Cleary

James F. Cleary

Executive Vice President and Chief Financial Officer

May 2, 2023

XML

Cover - shares	6 Months Ended
	Mar. 31, 2023	Apr. 30, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	1-16671
Entity Registrant Name	AMERISOURCEBERGEN CORP
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	23-3079390
Entity Address, Address Line One	1 West First Avenue
Entity Address, City or Town	Conshohocken,
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19428-1800
City Area Code	610
Local Phone Number	727-7000
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	ABC
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		202,466,004
Entity Central Index Key	0001140859
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--09-30

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2023	Sep. 30, 2022
Current assets:
Cash and cash equivalents	$ 1,539,406	$ 3,388,189
Accounts receivable, less allowances for returns and credit losses: $1,571,210 as of March 31, 2023 and $1,626,729 as of September 30, 2022	19,491,097	18,452,675
Inventories	16,955,245	15,556,394
Right to recover assets	1,480,545	1,532,061
Income tax receivable	35,348	172,568
Prepaid expenses and other	488,000	487,871
Total current assets	39,989,641	39,589,758
Property and equipment, net	2,149,937	2,135,003
Goodwill	9,633,540	8,503,886
Other intangible assets	4,884,843	4,332,737
Deferred income taxes	228,524	237,571
Other assets	1,879,698	1,761,661
TOTAL ASSETS	58,766,183	56,560,616
Current liabilities:
Accounts payable	42,734,822	40,192,890
Accrued expenses and other	2,069,996	2,214,592
Short-term debt	266,279	1,070,473
Total current liabilities	45,071,097	43,477,955
Long-term debt	4,666,532	4,632,360
Accrued income taxes	272,292	320,274
Deferred income taxes	1,741,795	1,620,413
Other liabilities	1,055,255	976,583
Accrued litigation liability	5,448,075	5,461,758
Commitments and contingencies (Note 10)
Stockholders’ equity:
Common stock, $0.01 par value - authorized, issued, and outstanding: 600,000,000 shares, 294,377,098 shares, and 202,410,686 shares as of March 31, 2023, respectively, and 600,000,000 shares, 292,700,490 shares, and 206,203,817 shares as of September 30, 2022, respectively	2,944	2,927
Additional paid-in capital	5,770,242	5,658,733
Retained earnings	3,691,314	2,977,646
Accumulated other comprehensive loss	(1,316,138)	(1,830,970)
Treasury stock, at cost: 91,966,412 shares as of March 31, 2023 and 86,496,673 shares as of September 30, 2022	(7,866,676)	(7,019,895)
Total AmerisourceBergen Corporation stockholders' equity (deficit)	281,686	(211,559)
Noncontrolling interests	229,451	282,832
Total stockholders' equity	511,137	71,273
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 58,766,183	$ 56,560,616

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2023	Sep. 30, 2022
Statement of Financial Position [Abstract]
Allowances for returns and credit losses	$ 1,571,210	$ 1,626,729
Common stock, par value (usd per share)	$ 0.01	$ 0.01
Common stock, authorized (shares)	600,000,000	600,000,000
Common stock, issued (shares)	294,377,098	292,700,490
Common stock, outstanding (shares)	202,410,686	206,203,817
Treasury stock (shares)	91,966,412	86,496,673

XML

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Revenue	$ 63,457,205	$ 57,719,446	$ 126,304,037	$ 117,348,256
Cost of goods sold	61,161,763	55,484,366	121,862,642	113,052,817
Gross profit	2,295,442	2,235,080	4,441,395	4,295,439
Operating expenses:
Distribution, selling, and administrative	1,321,087	1,203,238	2,612,015	2,373,348
Depreciation	100,681	96,498	200,223	192,083
Amortization	140,785	78,792	213,183	159,136
Litigation and opioid-related expenses	15,813	52,090	28,519	84,725
Acquisition-related deal and integration expenses	59,113	11,790	80,109	33,140
Restructuring and other expenses	97,444	12,515	113,684	23,499
Impairment of assets	0	0	0	4,946
Operating income	560,519	780,157	1,193,662	1,424,562
Other income, net	(15,720)	(948)	(22,048)	(6,120)
Interest expense, net	64,109	52,916	110,125	106,288
Income before income taxes	512,130	728,189	1,105,585	1,324,394
Income tax expense	83,917	172,944	201,202	319,733
Net income	428,213	555,245	904,383	1,004,661
Net loss (income) attributable to noncontrolling interests	7,189	(7,231)	10,764	(7,542)
Net income attributable to AmerisourceBergen Corporation	$ 435,402	$ 548,014	$ 915,147	$ 997,119
Earnings per share:
Basic (usd per share)	$ 2.15	$ 2.62	$ 4.50	$ 4.77
Diluted (usd per share)	$ 2.13	$ 2.59	$ 4.46	$ 4.71
Weighted average common shares outstanding:
Basic (shares)	202,316	209,244	203,188	208,900
Diluted (shares)	204,256	211,991	205,306	211,580
Cash dividends declared per share of common stock (usd per share)	$ 0.485	$ 0.460	$ 0.970	$ 0.920

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Statement of Comprehensive Income [Abstract]
Net income	$ 428,213	$ 555,245	$ 904,383	$ 1,004,661
Other comprehensive income (loss)
Foreign currency translation adjustments	79,144	(193,782)	475,218	(572,243)
Other, net	1,586	(304)	(1,123)	(977)
Total other comprehensive income (loss)	80,730	(194,086)	474,095	(573,220)
Total comprehensive income	508,943	361,159	1,378,478	431,441
Comprehensive loss attributable to noncontrolling interests	22,239	3,819	51,501	5,301
Comprehensive income attributable to AmerisourceBergen Corporation	$ 531,182	$ 364,978	$ 1,429,979	$ 436,742

XML

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Loss	Treasury Stock	Noncontrolling Interests
Beginning balance at Sep. 30, 2021	$ 584,411	$ 2,907	$ 5,465,104	$ 1,670,513	$ (445,442)	$ (6,469,728)	$ 361,057
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	1,004,661			997,119			7,542
Other comprehensive income (loss)	(573,220)				(560,377)		(12,843)
Cash dividends	(197,923)			(197,923)
Exercises of stock options	72,973	8	72,965
Share-based compensation expense	62,565		62,565
Purchases of common stock	(11,396)					(11,396)
Employee tax withholdings related to restricted share vesting	(35,200)					(35,200)
Other, net	(806)	9	(815)
Ending balance at Mar. 31, 2022	906,065	2,924	5,599,819	2,469,709	(1,005,819)	(6,516,324)	355,756
Beginning balance at Dec. 31, 2021	601,121	2,920	5,546,614	2,019,077	(822,783)	(6,504,282)	359,575
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	555,245			548,014			7,231
Other comprehensive income (loss)	(194,086)				(183,036)		(11,050)
Cash dividends	(97,382)			(97,382)
Exercises of stock options	34,036	4	34,032
Share-based compensation expense	19,645		19,645
Purchases of common stock	(11,396)					(11,396)
Employee tax withholdings related to restricted share vesting	(646)					(646)
Other, net	(472)		(472)
Ending balance at Mar. 31, 2022	906,065	2,924	5,599,819	2,469,709	(1,005,819)	(6,516,324)	355,756
Beginning balance at Sep. 30, 2022	71,273	2,927	5,658,733	2,977,646	(1,830,970)	(7,019,895)	282,832
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	904,383			915,147			(10,764)
Other comprehensive income (loss)	474,095				514,832		(40,737)
Cash dividends	(201,479)			(201,479)
Exercises of stock options	31,712	4	31,708
Share-based compensation expense	79,132		79,132
Purchases of common stock	(778,827)					(778,827)
Employee tax withholdings related to restricted share vesting	(67,954)					(67,954)
Other, net	(1,198)	13	669				(1,880)
Ending balance at Mar. 31, 2023	511,137	2,944	5,770,242	3,691,314	(1,316,138)	(7,866,676)	229,451
Beginning balance at Dec. 31, 2022	73,559	2,942	5,737,106	3,357,678	(1,411,918)	(7,863,939)	251,690
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	428,213			435,402			(7,189)
Other comprehensive income (loss)	80,730				95,780		(15,050)
Cash dividends	(101,766)			(101,766)
Exercises of stock options	9,849	1	9,848
Share-based compensation expense	23,499		23,499
Employee tax withholdings related to restricted share vesting	(2,737)					(2,737)
Other, net	(210)	1	(211)
Ending balance at Mar. 31, 2023	$ 511,137	$ 2,944	$ 5,770,242	$ 3,691,314	$ (1,316,138)	$ (7,866,676)	$ 229,451

XML

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) (Parenthetical) - $ / shares	3 Months Ended		6 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Statement of Stockholders' Equity [Abstract]
Cash dividends (usd per share)	$ 0.485	$ 0.460	$ 0.970	$ 0.920

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
OPERATING ACTIVITIES
Net income	$ 904,383	$ 1,004,661
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, including amounts charged to cost of goods sold	201,674	194,407
Amortization, including amounts charged to interest expense	218,508	165,629
Provision for credit losses	9,462	7,406
(Benefit) provision for deferred income taxes	(61,725)	51,750
Share-based compensation expense	79,132	62,565
LIFO expense (credit)	79,320	(60,738)
Impairment of assets	0	4,946
Other, net	1,469	(2,545)
Changes in operating assets and liabilities, excluding the effects of acquisitions:
Accounts receivable	(861,202)	(527,521)
Inventories	(1,413,515)	(215,479)
Income taxes receivable	142,441	86,590
Prepaid expenses and other assets	56,787	67,847
Accounts payable	2,391,172	598,411
Accrued expenses	(260,297)	(134,656)
Long-term accrued litigation liability	(13,683)	(26,494)
Income taxes payable and other liabilities	(134,338)	(146,783)
NET CASH PROVIDED BY OPERATING ACTIVITIES	1,339,588	1,129,996
INVESTING ACTIVITIES
Capital expenditures	(178,581)	(209,343)
Cost of acquired companies, net of cash acquired	(1,409,681)	(124,158)
Other, net	(11,633)	(3,663)
NET CASH USED IN INVESTING ACTIVITIES	(1,599,895)	(337,164)
FINANCING ACTIVITIES
Loan borrowings	68,133	68,159
Senior notes and loan repayments	(757,695)	(317,299)
Borrowings under revolving and securitization credit facilities	35,784,977	3,855,847
Repayments under revolving and securitization credit facilities	(35,780,516)	(3,815,497)
Purchases of common stock	(807,214)	(11,396)
Exercises of stock options	31,712	72,973
Cash dividends on common stock	(201,479)	(197,923)
Employee tax withholdings related to restricted share vesting	(67,954)	(35,200)
Other, net	(3,355)	(4,251)
NET CASH USED IN FINANCING ACTIVITIES	(1,733,391)	(384,587)
EFFECT OF EXCHANGE RATE CHANGES ON CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	88,822	(5,055)
(DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, INCLUDING CASH CLASSIFIED WITHIN ASSETS HELD FOR SALE	(1,904,876)	403,190
LESS: INCREASE IN CASH CLASSIFIED WITHIN ASSETS HELD FOR SALE	0	(516)
(DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	(1,904,876)	402,674
Cash, cash equivalents, and restricted cash at beginning of period	3,593,539	3,070,128
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD	$ 1,688,663	$ 3,472,802

XML

Summary of Significant Accounting Policies

6 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements present the consolidated financial position, results of operations, and cash flows of AmerisourceBergen Corporation and its subsidiaries, including less-than-wholly-owned subsidiaries in which AmerisourceBergen Corporation has a controlling financial interest (the "Company"), as of the dates and for the periods indicated. All significant intercompany accounts and transactions have been eliminated in consolidation.

The accompanying unaudited consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP") for interim financial information and in accordance with the instructions to Form 10-Q, and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments (consisting only of normal recurring accruals, except as otherwise disclosed herein) considered necessary to present fairly the financial position as of March 31, 2023 and the results of operations and cash flows for the interim periods ended March 31, 2023 and 2022 have been included. Certain information and footnote disclosures normally included in financial statements presented in accordance with U.S. GAAP, but which are not required for interim reporting purposes, have been omitted. The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual amounts could differ from these estimated amounts. Certain reclassifications have been made to prior-period amounts in order to conform to the current year presentation.

Restricted Cash

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

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

(amounts in thousands)	March 31, 2023		September 30, 2022		March 31, 2022		September 30, 2021
	(unaudited)				(unaudited)
Cash and cash equivalents	$	1,539,406	$	3,388,189	$	2,960,759	$	2,547,142
Restricted cash (included in Prepaid Expenses and Other)	87,740		144,980		452,014		462,986
Restricted cash (included in Other Assets)	61,517		60,370		60,029		60,000
Cash, cash equivalents, and restricted cash	$	1,688,663	$	3,593,539	$	3,472,802	$	3,070,128

Recently Adopted Accounting Pronouncements

As of March 31, 2023, there were no recently-issued accounting standards that may have a material impact on the Company’s financial position, results of operations, cash flows, or notes to the financial statements upon their adoption.

XML

Acquisition

6 Months Ended

Mar. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Acquisition

Acquisition

The Company acquired and assumed control of PharmaLex Holding Gmbh ("PharmaLex") effective January 1, 2023 for $1.473 billion, subject to customary adjustments, including a $29.3 million cash holdback. PharmaLex is a leading provider of specialized services for the life sciences industry. PharmaLex's services include regulatory affairs, development consulting and scientific affairs, pharmacovigilance, and quality management and compliance. PharmaLex is headquartered in Germany and operates in over 30 countries. The acquisition advances the Company's role as a partner of choice for biopharmaceutical partners across the pharmaceutical development and commercialization journey. PharmaLex is a component of the Company's International Healthcare Solutions reportable segment.

The purchase price has been preliminarily allocated to the underlying assets acquired, including $37.5 million of cash and cash equivalents, and liabilities assumed based upon their estimated fair values as of the date of the acquisition. The preliminary allocation is pending the final valuation of the intangible assets and the corresponding deferred taxes, as well as finalization of the working capital account balances and lease right-of-use assets and liabilities.

The purchase price exceeded the current estimated fair value of the net tangible and intangible assets acquired by $1,016.7 million, which was allocated to goodwill. Goodwill resulting from this acquisition is not expected to be deductible for income tax purposes.

The estimated fair value of the intangible assets acquired of $558.9 million, and the estimated useful lives are as follows:

(in thousands, except useful lives)	Fair Value		Useful Lives
Customer relationships	$	522,634	12
Trade names	30,931		5
Software technology	5,333		6
Total	$	558,898

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

XML

Variable Interest Entity

6 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Variable Interest Entity

Variable Interest Entity

The Company has substantial governance rights over Profarma Distribuidora de Produtos Farmacêuticos S.A. ("Profarma"), which allow it to direct the activities that significantly impact Profarma’s economic performance. As such, the Company consolidates the operating results of Profarma in its consolidated financial statements. The Company is not obligated to provide future financial support to Profarma.

The following assets and liabilities of Profarma are included in the Company's Consolidated Balance Sheets:

(in thousands)	March 31, 2023		September 30, 2022
Cash and cash equivalents	$	19,366	$	23,144
Accounts receivables, net	199,993		192,930
Inventories	214,652		207,858
Prepaid expenses and other	66,845		63,982
Property and equipment, net	41,406		35,554
Other intangible assets	64,536		66,568
Other long-term assets	76,849		71,327
Total assets	$	683,647	$	661,363
Accounts payable	$	249,248	$	215,515
Accrued expenses and other	45,164		47,952
Short-term debt	21,871		60,851
Long-term debt	96,981		64,918
Deferred income taxes	22,512		25,801
Other long-term liabilities	54,690		52,417
Total liabilities	$	490,466	$	467,454

Profarma's assets can only be used to settle its obligations, and its creditors do not have recourse to the general credit of the Company.

XML

Income Taxes

6 Months Ended

Mar. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The Company files income tax returns in U.S. federal, state, and various foreign jurisdictions. As of March 31, 2023, the Company had unrecognized tax benefits, defined as the aggregate tax effect of differences between tax return positions and the benefits recognized in the Company’s financial statements, of $528.3 million ($464.5 million, net of federal benefit). If recognized, $446.3 million of these tax benefits would have reduced income tax expense and the effective tax rate. Included in this amount is $20.5 million of interest and penalties, which the Company records in Income Tax Expense in the Company's Consolidated Statements of Operations. In the six months ended March 31, 2023, unrecognized tax benefits decreased by $24.9 million. Over the next 12 months, tax authority audit resolutions and the expiration of statutes of limitations are not expected to result in a reduction of unrecognized tax benefits.

The Company's effective tax rates were 16.4% and 18.2% for the three and six months ended March 31, 2023, respectively. The Company's effective tax rates were 23.7% and 24.1% for the three and six months ended March 31, 2022, respectively. The effective tax rate for the three and six months ended March 31, 2023 was lower than the U.S. statutory rate primarily due to the benefit of non-U.S. income taxed at rates lower than the U.S. statutory rate, benefits from tax authority audit resolutions, and tax benefits associated with the vesting of restricted stock units and stock option exercises, offset in part by U.S. state income taxes. The effective tax rate in the three and six months ended March 31, 2022 was higher than the U.S. statutory rate primarily due to U.S. state income taxes as well as discrete tax expense associated with foreign valuation allowance adjustments, offset in part by the benefit of non-U.S. income taxed at rates lower than the U.S. statutory rate.

XML

Goodwill and Other Intangible Assets

6 Months Ended

Mar. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets

The following is a summary of the changes in the carrying value of goodwill, by reportable segment, for the six months ended March 31, 2023:

(in thousands)	U. S. Healthcare Solutions		International Healthcare Solutions		Total
Goodwill as of September 30, 2022	$	6,280,240	$	2,223,646	$	8,503,886
Goodwill recognized in connection with acquisitions	—		1,020,013		1,020,013
Foreign currency translation	2,895		106,746		109,641
Goodwill as of March 31, 2023	$	6,283,135	$	3,350,405	$	9,633,540

The following is a summary of other intangible assets:

	March 31, 2023							September 30, 2022
(in thousands)	Weighted Average Remaining Useful Life	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Indefinite-lived trade names		$	17,000	$	—	$	17,000	$	667,932	$	—	$	667,932
Finite-lived:
Customer relationships	15 years	4,955,699		(1,082,350)		3,873,349		4,226,547		(931,961)		3,294,586
Trade names and other	4 years	1,249,458		(254,964)		994,494		542,346		(172,127)		370,219
Total other intangible assets		$	6,222,157	$	(1,337,314)	$	4,884,843	$	5,436,825	$	(1,104,088)	$	4,332,737

On January 24, 2023, the Company announced its intent to change its name to better reflect its bold vision and purpose-driven approach to creating healthier futures. The Company intends to begin operating as Cencora in the second half of calendar year 2023. The new name represents a unified presence that will continue to fuel the Company's ongoing growth strategy and advance its impact across healthcare. In connection with the Company's name change, it evaluated and shortened the useful lives of certain trade names. The Company also reclassified $651.0 million of trade names from indefinite-lived to finite-lived trade names. The revised useful lives of these trade names, all of which were acquired through prior acquisitions made by the Company, range from less than one year to three years. The below future amortization expense amounts reflect the impact of the intangible assets' revised useful lives.

Amortization expense for finite-lived intangible assets was $140.8 and $78.8 million in the three months ended March 31, 2023 and 2022, respectively. Amortization expense for finite-lived intangible assets was $213.2 million and $159.1 million in the six months ended March 31, 2023 and 2022, respectively. Amortization expense for finite-lived intangible assets is

estimated to be $548.6 million in fiscal 2023, $656.5 million in fiscal 2024, $530.9 million in fiscal 2025, $359.0 million in fiscal 2026, $300.5 million in fiscal 2027, and $2,685.5 million thereafter.

XML

Debt

6 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Debt

Debt

Debt consisted of the following:

(in thousands)	March 31, 2023		September 30, 2022
Multi-currency revolving credit facility due 2027	$	—	$	—
Receivables securitization facility due 2025	350,000		350,000
Revolving credit note	—		—
Overdraft facility due 2024 (£10,000)	—		—
Money market facility	—		—
0.737% senior notes due 2023	—		672,736
$500,000, 3.400% senior notes due 2024	499,437		499,195
$500,000, 3.250% senior notes due 2025	498,687		498,347
$750,000, 3.450% senior notes due 2027	746,043		745,622
$500,000, 2.800% senior notes due 2030	495,653		495,348
$1,000,000, 2.700% senior notes due 2031	991,040		990,480
$500,000, 4.250% senior notes due 2045	495,270		495,162
$500,000, 4.300% senior notes due 2047	493,421		493,288
Alliance Healthcare debt	244,408		336,886
Nonrecourse debt	118,852		125,769
Total debt	4,932,811		5,702,833
Less AmerisourceBergen Corporation current portion	—		672,736
Less Alliance Healthcare current portion	244,408		336,886
Less nonrecourse current portion	21,871		60,851
Total, net of current portion	$	4,666,532	$	4,632,360

Multi-Currency Revolving Credit Facility

    The Company has a $2.4 billion multi-currency senior unsecured revolving credit facility ("Multi-Currency Revolving Credit Facility") with a syndicate of lenders, which is scheduled to expire in October 2027. Interest on borrowings under the Multi-Currency Revolving Credit Facility accrues at specified rates based on the Company’s debt rating and ranges from 80.5 basis points to 122.5 basis points over SOFR/EURIBOR/CDOR/RFR, as applicable (102.5 basis points over SOFR/EURIBOR/CDOR/RFR as of March 31, 2023) and from 0 basis points to 22.5 basis points over the alternate base rate and Canadian prime rate, as applicable. The Company pays facility fees to maintain the availability under the Multi-Currency Revolving Credit Facility at specified rates based on its debt rating, ranging from 7 basis points to 15 basis points, annually, of the total commitment (10 basis points as of March 31, 2023). The Company may choose to repay or reduce its commitments under the Multi-Currency Revolving Credit Facility at any time. The Multi-Currency Revolving Credit Facility contains covenants, including compliance with a financial leverage ratio test, as well as others that impose limitations on, among other things, indebtedness of subsidiaries and asset sales, with which the Company was compliant as of March 31, 2023.

Commercial Paper Program

    The Company has a commercial paper program whereby it may from time to time issue short-term promissory notes in an aggregate amount of up to $2.4 billion at any one time. Amounts available under the program may be borrowed, repaid, and re-borrowed from time to time. The maturities on the notes will vary, but may not exceed 365 days from the date of issuance. The notes will bear interest, if interest bearing, or will be sold at a discount from their face amounts. The commercial paper program does not increase the Company’s borrowing capacity as it is fully backed by the Company’s Multi-Currency Revolving Credit Facility. There were no borrowings outstanding under the commercial paper program as of March 31, 2023.

Receivables Securitization Facility

The Company has a $1,450 million receivables securitization facility ("Receivables Securitization Facility"), which is scheduled to expire in October 2025. The Company has available to it an accordion feature whereby the commitment on the Receivables Securitization Facility may be increased by up to $250 million, subject to lender approval, for seasonal needs

during the December and March quarters. Interest rates are based on prevailing market rates for short-term commercial paper or 30-day Term SOFR, plus a program fee. The Company pays a customary unused fee at prevailing market rates, annually, to maintain the availability under the Receivables Securitization Facility. The Receivables Securitization Facility contains similar covenants to the Multi-Currency Revolving Credit Facility, with which the Company was compliant as of March 31, 2023.

Revolving Credit Note, Overdraft Facility, and Money Market Facility

    The Company has an uncommitted, unsecured line of credit available to it pursuant to a revolving credit note ("Revolving Credit Note"). The Revolving Credit Note provides the Company with the ability to request short-term unsecured revolving credit loans from time to time in a principal amount not to exceed $75 million. The Revolving Credit Note may be decreased or terminated by the bank or the Company at any time without prior notice. The Company also has a £10 million uncommitted U.K. overdraft facility ("Overdraft Facility"), which expires in February 2024, to fund short-term normal trading cycle fluctuations related to its MWI Animal Health business. The Company has an uncommitted, unsecured line of credit available to it pursuant to a money market credit agreement ("Money Market Facility"). The Money Market Facility provides the Company with the ability to request short-term unsecured revolving credit loans from time to time in a principal amount not to exceed $100 million. The Money Market Facility may be decreased or terminated by the bank or the Company at any time without prior notice.

Senior Notes

In March 2023, the remaining balance of $675 million on the original $1.5 billion of 0.737% senior notes matured and was repaid.

Alliance Healthcare Debt

Alliance Healthcare debt is comprised of uncommitted revolving credit facilities in various currencies with various rates. A majority of the outstanding borrowings were held in Egypt (which is 50% owned) as of March 31, 2023. These facilities are used to fund its working capital needs.

Nonrecourse Debt

Nonrecourse debt is comprised of short-term and long-term debt belonging to the Brazil subsidiary and is repaid solely from the Brazil subsidiary's cash flows and such debt agreements provide that the repayment of the loans (and interest thereon) is secured solely by the capital stock, physical assets, contracts, and cash flows of the Brazil subsidiary.

XML

Stockholders' Equity and Earnings per Share

6 Months Ended

Mar. 31, 2023

Equity [Abstract]

Stockholders' Equity and Earnings per Share

Stockholders’ Equity and Earnings per Share

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. In the six months ended March 31, 2023, the Company purchased 5.0 million shares of its common stock for a total of $778.8 million, including 4.4 million shares from Walgreens Boots Alliance, Inc. ("WBA") for $700 million. These purchases excluded $28.4 million of purchases in September 2022 that cash settled in October 2022. As of March 31, 2023, the Company had $182.5 million of availability remaining under this program.

In March 2023, the Company's board of directors authorized a new share repurchase program allowing the Company to purchase up to $1.0 billion of its outstanding shares of common stock, subject to market conditions. No shares were purchased under this program as of March 31, 2023.

    Basic earnings per share is computed by dividing net income attributable to AmerisourceBergen Corporation by the weighted average number of shares of common stock outstanding during the periods presented. Diluted earnings per share is computed by dividing net income attributable to AmerisourceBergen Corporation 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.

    The following illustrates the components of diluted weighted average shares outstanding for the periods indicated:

	Three months ended March 31,		Six months ended March 31,
(in thousands)	2023	2022	2023	2022
Weighted average common shares outstanding - basic	202,316	209,244	203,188	208,900
Dilutive effect of stock options and restricted stock units	1,940	2,747	2,118	2,680
Weighted average common shares outstanding - diluted	204,256	211,991	205,306	211,580

The potentially dilutive stock options and restricted stock units that were antidilutive for the three months ended March 31, 2023 and 2022 were 3 thousand and 32 thousand, respectively. The potentially dilutive stock options and restricted stock units that were antidilutive for the six months ended March 31, 2023 and 2022 were 187 thousand and 202 thousand, respectively.

XML

Related Party Transactions

6 Months Ended

Mar. 31, 2023

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

WBA owns more than 10% of the Company’s outstanding common stock and is, therefore, considered a related party. The Company operates under various agreements and arrangements with WBA, including a pharmaceutical distribution agreement pursuant to which the Company distributes pharmaceutical products to WBA and an agreement that provides the Company the ability to access favorable economic pricing and generic products through a generic purchasing services arrangement with Walgreens Boots Alliance Development GmbH (both through 2029) as well as a distribution agreement pursuant to which it supplies branded and generic pharmaceutical products to WBA’s Boots UK Ltd. subsidiary (through 2031).

Revenue from the various agreements and arrangements with WBA was $16.8 billion and $33.0 billion in the three and six months ended March 31, 2023, respectively. Revenue from the various agreements and arrangements with WBA was $15.4 billion and $31.6 billion in the three and six months ended March 31, 2022, respectively. The Company’s receivable from WBA, net of incentives, was $7.2 billion and $7.0 billion as of March 31, 2023 and September 30, 2022, respectively.

XML

Restructuring and Other Expenses

6 Months Ended

Mar. 31, 2023

Restructuring and Related Activities [Abstract]

Restructuring and Other Expenses

Restructuring and Other Expenses

    The following illustrates the expenses incurred by the Company for restructuring and other items for the periods indicated:

	Three months ended March 31,				Six months ended March 31,
(in thousands)	2023		2022		2023		2022
Restructuring and employee severance costs	$	43,531	$	8,579	$	46,851	$	15,221
Business transformation efforts	15,703		3,936		28,623		8,278
Other expenses	38,210		—		38,210		—
Total restructuring and other expenses	$	97,444	$	12,515	$	113,684	$	23,499

Restructuring and employee severance costs in the three and six months ended March 31, 2023 primarily included expenses incurred in connection with a workforce reduction in the Company's U.S. Healthcare Solutions reportable segment.

Business transformation efforts in the three and six months ended March 31, 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. The majority of these costs related to services provided by third-party consultants, including certain technology initiatives.

Business transformation efforts in the three and six months ended March 31, 2022 primarily related to costs associated with reorganizing the Company to further align the organization to its customers' needs. The majority of these costs related to services provided by third-party consultants, including certain technology initiatives.

In the three months ended March 31, 2023, one of the Company’s foreign business units experienced a cybersecurity event that impacted a standalone legacy information technology platform in one country and the foreign business unit's ability to operate in that country for approximately two weeks. In connection with this isolated event, the Company incurred costs to restore the foreign business unit's operations in that country, which was recorded in Other expenses in the above table. The majority of Other expenses in the three and six months ended March 31, 2023 related to the cybersecurity event.

XML

Legal Matters and Contingencies

6 Months Ended

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Legal Matters and Contingencies

Legal Matters and Contingencies

In the ordinary course of its business, the Company becomes involved in lawsuits, administrative proceedings, government subpoenas, government investigations, stockholder demands, and other disputes, including antitrust, commercial, product liability, intellectual property, regulatory, employment discrimination, and other matters. Significant damages or penalties may be sought from the Company in some matters, and some matters may require years for the Company to resolve. The Company records a reserve for these matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

For those matters for which the Company has not recognized a liability, the Company cannot predict the outcome of their impact on the Company as uncertainty remains with regard to whether such matters will proceed to trial, whether settlements will be reached, and the amount and terms of any such settlements. Outcomes may include settlements in significant amounts that are not currently estimable, limitations on the Company's conduct, the imposition of corporate integrity agreement obligations, consent decrees, and/or other civil and criminal penalties. From time to time, the Company is also involved in disputes with its customers, which the Company generally seeks to resolve through commercial negotiations. If negotiations are unsuccessful, the parties may litigate the dispute or otherwise attempt to settle the matter.

With respect to the specific legal proceedings and claims described below, unless otherwise noted, the amount or range of possible losses is not reasonably estimable. There can be no assurance that the settlement, resolution, or other outcome of one or more matters, including the matters set forth below, during any subsequent reporting period will not have a material adverse effect on the Company’s results of operations or cash flows for that period or on the Company's financial condition.

Opioid Lawsuits and Investigations

A significant number of counties, municipalities, and other governmental entities in a majority of U.S. states and Puerto Rico, as well as numerous states and tribes, filed lawsuits in various federal, state and other courts against pharmaceutical wholesale distributors (including the Company and certain subsidiaries, such as AmerisourceBergen Drug Corporation ("ABDC") and H.D. Smith), pharmaceutical manufacturers, retail pharmacy chains, medical practices, and physicians relating to the distribution of prescription opioid pain medications.

An initial group of cases was consolidated for Multidistrict Litigation ("MDL") proceedings before the United States District Court for the Northern District of Ohio (the "Court") in December 2017. In April 2018, the Court issued an order creating a litigation track, which included dispositive motion practice, discovery, and trials in certain bellwether jurisdictions. In November 2019 and January 2020, the Court filed Suggestions of Remand with the Judicial Panel on Multidistrict Litigation that identified four cases filed against the Company for potential transfer from the MDL back to federal courts in California, Oklahoma, and West Virginia for the completion of discovery, motion practice, and trial. All four cases were remanded to those federal district courts. Trial in the two consolidated cases in West Virginia commenced in May 2021 and concluded in July 2021. On July 4, 2022, 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. The Oklahoma case, in which the plaintiff was the Cherokee Nation, was resolved through a settlement with the Cherokee Nation, as announced on September 28, 2021. The California case, in which the plaintiff was the City and County of San Francisco, was resolved pursuant to the comprehensive settlement described below (the "Distributor Settlement Agreement"), and all claims against the Company have been dismissed in both cases.

On July 21, 2021, the Company announced that it and the two other national pharmaceutical distributors had negotiated a Distributor Settlement Agreement that, if all conditions were satisfied, would result in the resolution of a substantial majority of opioid lawsuits filed by state and local governmental entities. The Distributor Settlement Agreement became effective on April 2, 2022, and as of March 31, 2023, it included 48 of 49 eligible states (the "Settling States"), as well as 99% by population of the eligible political subdivisions in the Settling States. Pursuant to the Distributor Settlement Agreement and related agreements with Settling States, the Company will pay up to approximately $6.4 billion over 18 years and comply with other requirements, including establishment of a clearinghouse that will consolidate data from all three national distributors. The exact payment amount will depend on several factors, including the extent to which states take action to foreclose opioid lawsuits by subdivisions (e.g., laws barring opioid lawsuits by subdivisions). West Virginia and its subdivisions and Native American tribes are not a part of the Distributor Settlement Agreement and the Company has reached separate agreements with these groups.

On July 25, 2022, the State of Alabama amended its complaint in a pending state court action against another distributor in order to add the Company as a party. The trial in the Alabama state court is scheduled to begin in February 2024.

The Company’s accrued litigation liability related to the Distributor Settlement Agreement, including an estimate for the State of Alabama (with whom the Company has not reached a settlement agreement), as well as other opioid-related litigation for which it has reached settlement agreements, as described above, was $5.9 billion as of March 31, 2023 and $6.0 billion as of September 30, 2022. The Company currently estimates that $434.2 million will be paid prior to March 31, 2024,

which is recorded in Accrued Expenses and Other on the Company’s Consolidated Balance Sheet. The remaining long-term liability of $5.4 billion is recorded in Accrued Litigation Liability on the Company's Consolidated Balance Sheet. While the Company has accrued its estimated liability for opioid litigation, it is unable to estimate the range of possible loss associated with the matters that are not included in the accrual. Because loss contingencies are inherently unpredictable and unfavorable developments or resolutions can occur, the assessment is highly subjective and requires judgments about future events. The Company regularly reviews opioid litigation matters to determine whether its accrual is adequate. The amount of ultimate loss may differ materially from the amount accrued to date. Until such time as otherwise resolved, the Company will continue to litigate and prepare for trial and to vigorously defend itself in all such matters. Since these matters are still developing, the Company is unable to predict the outcome, but the result of these lawsuits could include excessive monetary verdicts and/or injunctive relief that may affect the Company’s operations.

Other lawsuits regarding the distribution of prescription opioid pain medications have been filed by: third-party payors and similar entities; hospitals; hospital groups; and individuals, including cases styled as putative class actions. These lawsuits, which have been and continue to be filed in federal and state courts, generally allege violations of controlled substance laws and various other statutes as well as common law claims, including negligence, public nuisance, and unjust enrichment, and seek equitable relief and monetary damages. Motion practice and active discovery are ongoing in many of these cases. In Alabama, discovery is proceeding for a jury trial scheduled to begin on July 24, 2023 that will include up to eight plaintiff hospitals. The Company, as well as additional pharmaceutical distributors and manufacturers, will be defendants in the July trial. Ongoing and additional litigation is anticipated in cases filed by subdivisions that are not participating in the Distributor Settlement Agreement, as well as in cases filed by non-governmental or non-political entities, including hospitals, third-party payors, and individuals, among others. Certain cases related to opioids filed in various state courts have trial dates scheduled in 2024 and later, although all such dates are subject to change. The Company is vigorously defending itself in the pending lawsuits and intends to vigorously defend itself against any threatened lawsuits or enforcement proceedings.

Since July 2017, the Company has received subpoenas from several U.S. Attorney’s Offices, including grand jury subpoenas from the U.S. Attorney's Office for the District of New Jersey ("USAO-NJ") and the U.S. Attorney's Office for the Eastern District of New York ("USAO-EDNY"). Those subpoenas requested the production of a broad range of documents pertaining to the Company’s distribution of controlled substances through its various subsidiaries, including ABDC, and its diversion control programs. The Company produced documents in response to the subpoenas and engaged in discussions with the various U.S. Attorney’s Offices, including the Health Care and Government Fraud Unit of the Criminal Division of the USAO-NJ, the U.S. Department of Justice Consumer Protection Branch and the U.S. Drug Enforcement Administration, in an attempt to resolve these matters. On December 29, 2022, the Department of Justice filed a civil Complaint against the Company, ABDC, and Integrated Commercialization Services, LLC ("ICS"), a subsidiary of the Company, alleging violations of the Controlled Substances Act. Specifically, the Complaint alleges that the Company negligently failed to report suspicious orders to the Drug Enforcement Administration. In the Complaint, the Department of Justice seeks civil penalties and injunctive relief. This Complaint relates to the aforementioned and previously-disclosed investigations. On March 30, 2023, the Company filed a motion to dismiss the Complaint in its entirety on behalf of itself, ABDC, and ICS. 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 Board of Directors of the Company 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 Special Litigation Committee’s motion to dismiss the case is fully briefed and awaiting oral argument.

On December 30, 2021, Lebanon County Employees' Retirement Fund and Teamsters Local 443 Health Services & Insurance Plan filed a complaint for a purported derivative action in the Delaware Court of Chancery against the Company and certain of its current officers and directors. The complaint alleges claims for breach of fiduciary duty allegedly arising from the

Board’s and certain officers' oversight of the Company’s controlled substance diversion control programs. The defendants moved to dismiss the complaint on March 29, 2022. On December 22, 2022, the Court of Chancery granted the motion to dismiss. On January 9, 2023, the Plaintiffs filed a Motion for Relief from Judgment and Order Pursuant to Rule 60(b) from the Chancery Court’s judgment. On January 20, 2023, the Plaintiffs also appealed the ruling to the Delaware Supreme Court. On March 21, 2023 the Court of Chancery denied the Plaintiffs' Motion for Relief from Judgement and Order Pursuant to Rule 60(b).

Subpoenas, Ongoing Investigations, and Other Contingencies

From time to time, the Company receives subpoenas or requests for information from various government agencies relating to the Company’s business or to the business of a customer, supplier, or other industry participant. The Company’s responses often require time and effort and can result in considerable costs being incurred. Most of these matters are resolved without incident; however, such subpoenas or requests can lead to the assertion of claims or the commencement of civil or criminal legal proceedings against the Company and other members of the healthcare industry, as well as to substantial settlements.

In January 2017, U.S. Bioservices Corporation ("U.S. Bio"), a former subsidiary of the Company, received a subpoena for information from the USAO-EDNY relating to its activities in connection with billing for products and making returns of potential overpayments to government payers. A filed qui tam complaint related to the investigation was unsealed in April 2019 and the relator filed an amended complaint under seal in the U.S. District Court for the Eastern District of New York. In December 2019, the government filed a notice that it was declining to intervene. The court ordered that the relator's complaint against the Company and other defendants, including AmerisourceBergen Specialty Group, LLC, be unsealed. The relator's complaint alleged violations of the federal False Claims Act and the false claims acts of various states. The relator filed a second amended complaint, removing one state false claims act count. The Company filed a motion to dismiss the second amended complaint and all briefs on the motion were filed with the court on October 9, 2020. The motion to dismiss was granted on December 22, 2022. The False Claims Act claims were dismissed with prejudice, and the state claims were dismissed without prejudice. On January 24, 2023, the relator filed Motions to Reconsider Dismissal and For Leave to Amend the Complaint. Response briefs on those motions were filed by the Company and all briefing was completed on February 15, 2023.

In December 2019, Reliable Pharmacy, together with other retail pharmacies and North Sunflower Medical Center, filed a civil antitrust complaint against multiple generic drug manufacturers, and also included claims against ABDC and H.D. Smith, and other drug distributors and industry participants. The case is filed as a putative class action and plaintiffs purport to represent a class of drug purchasers including other retail pharmacies and healthcare providers. The case has been consolidated for multidistrict litigation proceedings before the United States District Court for the Eastern District of Pennsylvania. The complaint alleges that ABDC, H.D. Smith, and others in the industry participated in a conspiracy to fix prices, allocate markets and rig bids regarding generic drugs. In March 2020, the plaintiffs filed a further amended complaint. On July 15, 2020, the defendants filed a motion to dismiss the complaint. On May 25, 2022, the Court granted the motion to dismiss without prejudice. On July 1, 2022, the plaintiffs filed an amended complaint, again including claims against ABDC, H.D. Smith, and other drug distributors and industry participants. On August 21, 2022, the Company and other industry participants filed a motion to dismiss the amended complaint. All briefs on the motion were filed with the court on November 22, 2022.

On March 3, 2022, the United States Attorney’s Office for the Western District of Virginia notified the Company of the existence of a criminal investigation into MWI Veterinary Supply Co., the Company’s animal health subsidiary, in connection with grand jury subpoenas to which MWI previously responded relating to compliance with state and federal regulatory requirements governing wholesale shipments of animal health products to customers in certain states. The Company is cooperating with the investigation.

XML

Litigation Settlements

6 Months Ended

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Litigation Settlements

Litigation Settlements

Antitrust Settlements

Numerous lawsuits have been filed against certain brand pharmaceutical manufacturers alleging that the manufacturer, by itself or in concert with others, took improper actions to delay or prevent generic drugs from entering the market. These lawsuits are generally brought as class actions. The Company is not typically named as a plaintiff in these lawsuits, but has been a member of the direct purchasers' class (i.e., those purchasers who purchase directly from these pharmaceutical manufacturers). None of the lawsuits have gone to trial, but some have settled in the past with the Company receiving proceeds from the settlement funds. The Company recognized gains related to these lawsuits of $49.9 million in the six months ended March 31, 2023 and $1.8 million in three and six months ended March 31, 2022. These gains, which are net of attorney fees and estimated payments due to other parties, were recorded as reductions to cost of goods sold in the Company’s Consolidated Statements of Operations.

XML

Fair Value of Financial Instruments

6 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The recorded amounts of the Company's cash and cash equivalents, accounts receivable, and accounts payable as of March 31, 2023 and September 30, 2022 approximate fair value based upon the relatively short-term nature of these financial instruments. Within Cash and Cash Equivalents, the Company had $476.0 million of investments in money market accounts as of March 31, 2023 and had $1,602.0 million of investments in money market accounts as of September 30, 2022. The fair value of the money market accounts was determined based upon unadjusted quoted prices in active markets for identical assets, otherwise known as Level 1 inputs.

The recorded amount of long-term debt (see Note 6) and the corresponding fair value as of March 31, 2023 were $4,666.5 million and $4,325.7 million, respectively. The recorded amount of long-term debt and the corresponding fair value as of September 30, 2022 were $4,632.4 million and $4,130.3 million, respectively. The fair value of long-term debt was determined based upon inputs other than quoted prices, otherwise known as Level 2 inputs.

XML

Business Segment Information

6 Months Ended

Mar. 31, 2023

Segment Reporting [Abstract]

Business Segment Information

Business Segment Information

    The Company is organized geographically based upon the products and services it provides to its customers and reports its results under two reportable segments: U.S. Healthcare Solutions and International Healthcare Solutions.

Effective October 1, 2022, the chief operating decision maker ("CODM") of the Company is the Executive Vice President and Chief Operating Officer.

The following illustrates reportable and operating segment disaggregated revenue as required by Accounting Standards Codification 606 for the periods indicated:

	Three months ended March 31,				Six months ended March 31,
(in thousands)	2023		2022		2023		2022
U.S. Healthcare Solutions:
Human Health	$	55,453,964	$	49,770,781	$	110,530,577	$	101,552,910
Animal Health	1,239,492		1,171,982		2,399,458		2,369,500
Total U.S. Healthcare Solutions	56,693,456		50,942,763		112,930,035		103,922,410
International Healthcare Solutions:
Alliance Healthcare	5,560,936		5,609,472		11,021,627		11,166,143
Other Healthcare Solutions	1,203,999		1,168,219		2,354,586		2,261,330
Total International Healthcare Solutions	6,764,935		6,777,691		13,376,213		13,427,473
Intersegment eliminations	(1,186)		(1,008)		(2,211)		(1,627)
Revenue	$	63,457,205	$	57,719,446	$	126,304,037	$	117,348,256

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

	Three months ended March 31,				Six months ended March 31,
(in thousands)	2023		2022		2023		2022
U.S. Healthcare Solutions	$	756,137	$	729,542	$	1,328,553	$	1,298,629
International Healthcare Solutions	175,991		187,068		337,273		367,128
Total segment operating income	$	932,128	$	916,610	$	1,665,826	$	1,665,757

The following reconciles total segment operating income to income before income taxes for the periods indicated:

	Three months ended March 31,				Six months ended March 31,
(in thousands)	2023		2022		2023		2022
Total segment operating income	$	932,128	$	916,610	$	1,665,826	$	1,665,757
Gains from antitrust litigation settlements	—		1,835		49,899		1,835
LIFO (expense) credit	(54,270)		16,059		(79,320)		60,738
Turkey highly inflationary impact	(4,855)		—		(8,439)		—
Acquisition-related intangibles amortization	(140,114)		(77,952)		(211,992)		(157,458)
Litigation and opioid-related expenses	(15,813)		(52,090)		(28,519)		(84,725)
Acquisition-related deal and integration expenses	(59,113)		(11,790)		(80,109)		(33,140)
Restructuring and other expenses	(97,444)		(12,515)		(113,684)		(23,499)
Impairment of assets	—		—		—		(4,946)
Operating income	560,519		780,157		1,193,662		1,424,562
Other income, net	(15,720)		(948)		(22,048)		(6,120)
Interest expense, net	64,109		52,916		110,125		106,288
Income before income taxes	$	512,130	$	728,189	$	1,105,585	$	1,324,394

Segment operating income is evaluated by the CODM of the Company before gains from antitrust litigation settlements; LIFO (expense) credit; Turkey highly inflationary impact; acquisition-related intangibles amortization; litigation and opioid-related expenses; acquisition-related deal and integration expenses; and restructuring and other expenses; and impairment of assets. All corporate office expenses are allocated to the operating segment level.

XML

Subsequent Event	6 Months Ended
	Mar. 31, 2023
Subsequent Events [Abstract]
Subsequent Event	Subsequent EventOn April 20, 2023, the Company and TPG, a global alternative asset management firm, announced an agreement to acquire OneOncology, a network of leading oncology practices. The Company will invest approximately $685 million (representing approximately 35%) in a joint venture formed to acquire OneOncology for approximately $2.1 billion, and TPG will acquire the majority interest in the joint venture.The transaction is expected to close by the end of September 2023 and is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals.

XML

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying financial statements present the consolidated financial position, results of operations, and cash flows of AmerisourceBergen Corporation and its subsidiaries, including less-than-wholly-owned subsidiaries in which AmerisourceBergen Corporation has a controlling financial interest (the "Company"), as of the dates and for the periods indicated. All significant intercompany accounts and transactions have been eliminated in consolidation.

The accompanying unaudited consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP") for interim financial information and in accordance with the instructions to Form 10-Q, and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments (consisting only of normal recurring accruals, except as otherwise disclosed herein) considered necessary to present fairly the financial position as of March 31, 2023 and the results of operations and cash flows for the interim periods ended March 31, 2023 and 2022 have been included. Certain information and footnote disclosures normally included in financial statements presented in accordance with U.S. GAAP, but which are not required for interim reporting purposes, have been omitted. The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual amounts could differ from these estimated amounts. Certain reclassifications have been made to prior-period amounts in order to conform to the current year presentation.

Restricted Cash

Restricted Cash

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

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

As of March 31, 2023, there were no recently-issued accounting standards that may have a material impact on the Company’s financial position, results of operations, cash flows, or notes to the financial statements upon their adoption.

XML

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Schedule of cash and cash equivalents

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

(amounts in thousands)	March 31, 2023		September 30, 2022		March 31, 2022		September 30, 2021
	(unaudited)				(unaudited)
Cash and cash equivalents	$	1,539,406	$	3,388,189	$	2,960,759	$	2,547,142
Restricted cash (included in Prepaid Expenses and Other)	87,740		144,980		452,014		462,986
Restricted cash (included in Other Assets)	61,517		60,370		60,029		60,000
Cash, cash equivalents, and restricted cash	$	1,688,663	$	3,593,539	$	3,472,802	$	3,070,128

Schedule of restrictions on cash and cash equivalents

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

(amounts in thousands)	March 31, 2023		September 30, 2022		March 31, 2022		September 30, 2021
	(unaudited)				(unaudited)
Cash and cash equivalents	$	1,539,406	$	3,388,189	$	2,960,759	$	2,547,142
Restricted cash (included in Prepaid Expenses and Other)	87,740		144,980		452,014		462,986
Restricted cash (included in Other Assets)	61,517		60,370		60,029		60,000
Cash, cash equivalents, and restricted cash	$	1,688,663	$	3,593,539	$	3,472,802	$	3,070,128

XML

Acquisition (Tables)

6 Months Ended

Mar. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of fair value of the intangible assets acquired

The estimated fair value of the intangible assets acquired of $558.9 million, and the estimated useful lives are as follows:

(in thousands, except useful lives)	Fair Value		Useful Lives
Customer relationships	$	522,634	12
Trade names	30,931		5
Software technology	5,333		6
Total	$	558,898

XML

Variable Interest Entity (Tables)

6 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of VIE's assets and liabilities

The following assets and liabilities of Profarma are included in the Company's Consolidated Balance Sheets:

(in thousands)	March 31, 2023		September 30, 2022
Cash and cash equivalents	$	19,366	$	23,144
Accounts receivables, net	199,993		192,930
Inventories	214,652		207,858
Prepaid expenses and other	66,845		63,982
Property and equipment, net	41,406		35,554
Other intangible assets	64,536		66,568
Other long-term assets	76,849		71,327
Total assets	$	683,647	$	661,363
Accounts payable	$	249,248	$	215,515
Accrued expenses and other	45,164		47,952
Short-term debt	21,871		60,851
Long-term debt	96,981		64,918
Deferred income taxes	22,512		25,801
Other long-term liabilities	54,690		52,417
Total liabilities	$	490,466	$	467,454

XML

Goodwill and Other Intangible Assets (Tables)

6 Months Ended

Mar. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of changes in the carrying value of goodwill by reportable segment

The following is a summary of the changes in the carrying value of goodwill, by reportable segment, for the six months ended March 31, 2023:

(in thousands)	U. S. Healthcare Solutions		International Healthcare Solutions		Total
Goodwill as of September 30, 2022	$	6,280,240	$	2,223,646	$	8,503,886
Goodwill recognized in connection with acquisitions	—		1,020,013		1,020,013
Foreign currency translation	2,895		106,746		109,641
Goodwill as of March 31, 2023	$	6,283,135	$	3,350,405	$	9,633,540

Schedule of indefinite-lived intangible assets

The following is a summary of other intangible assets:

	March 31, 2023							September 30, 2022
(in thousands)	Weighted Average Remaining Useful Life	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Indefinite-lived trade names		$	17,000	$	—	$	17,000	$	667,932	$	—	$	667,932
Finite-lived:
Customer relationships	15 years	4,955,699		(1,082,350)		3,873,349		4,226,547		(931,961)		3,294,586
Trade names and other	4 years	1,249,458		(254,964)		994,494		542,346		(172,127)		370,219
Total other intangible assets		$	6,222,157	$	(1,337,314)	$	4,884,843	$	5,436,825	$	(1,104,088)	$	4,332,737

Schedule of finite-lived intangible assets

The following is a summary of other intangible assets:

	March 31, 2023							September 30, 2022
(in thousands)	Weighted Average Remaining Useful Life	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Indefinite-lived trade names		$	17,000	$	—	$	17,000	$	667,932	$	—	$	667,932
Finite-lived:
Customer relationships	15 years	4,955,699		(1,082,350)		3,873,349		4,226,547		(931,961)		3,294,586
Trade names and other	4 years	1,249,458		(254,964)		994,494		542,346		(172,127)		370,219
Total other intangible assets		$	6,222,157	$	(1,337,314)	$	4,884,843	$	5,436,825	$	(1,104,088)	$	4,332,737

XML

Debt (Tables)

6 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Schedule of debt instruments

Debt consisted of the following:

(in thousands)	March 31, 2023		September 30, 2022
Multi-currency revolving credit facility due 2027	$	—	$	—
Receivables securitization facility due 2025	350,000		350,000
Revolving credit note	—		—
Overdraft facility due 2024 (£10,000)	—		—
Money market facility	—		—
0.737% senior notes due 2023	—		672,736
$500,000, 3.400% senior notes due 2024	499,437		499,195
$500,000, 3.250% senior notes due 2025	498,687		498,347
$750,000, 3.450% senior notes due 2027	746,043		745,622
$500,000, 2.800% senior notes due 2030	495,653		495,348
$1,000,000, 2.700% senior notes due 2031	991,040		990,480
$500,000, 4.250% senior notes due 2045	495,270		495,162
$500,000, 4.300% senior notes due 2047	493,421		493,288
Alliance Healthcare debt	244,408		336,886
Nonrecourse debt	118,852		125,769
Total debt	4,932,811		5,702,833
Less AmerisourceBergen Corporation current portion	—		672,736
Less Alliance Healthcare current portion	244,408		336,886
Less nonrecourse current portion	21,871		60,851
Total, net of current portion	$	4,666,532	$	4,632,360

XML

Stockholders' Equity and Earnings per Share (Tables)

6 Months Ended

Mar. 31, 2023

Equity [Abstract]

Schedule of weighted average number of common shares outstanding

The following illustrates the components of diluted weighted average shares outstanding for the periods indicated:

	Three months ended March 31,		Six months ended March 31,
(in thousands)	2023	2022	2023	2022
Weighted average common shares outstanding - basic	202,316	209,244	203,188	208,900
Dilutive effect of stock options and restricted stock units	1,940	2,747	2,118	2,680
Weighted average common shares outstanding - diluted	204,256	211,991	205,306	211,580

XML

Restructuring and Other Expenses (Tables)

6 Months Ended

Mar. 31, 2023

Restructuring and Related Activities [Abstract]

Schedule of employee severance, litigation, and other charge

The following illustrates the expenses incurred by the Company for restructuring and other items for the periods indicated:

	Three months ended March 31,				Six months ended March 31,
(in thousands)	2023		2022		2023		2022
Restructuring and employee severance costs	$	43,531	$	8,579	$	46,851	$	15,221
Business transformation efforts	15,703		3,936		28,623		8,278
Other expenses	38,210		—		38,210		—
Total restructuring and other expenses	$	97,444	$	12,515	$	113,684	$	23,499

XML

Business Segment Information (Tables)

6 Months Ended

Mar. 31, 2023

Segment Reporting [Abstract]

Schedule of segment revenue

The following illustrates reportable and operating segment disaggregated revenue as required by Accounting Standards Codification 606 for the periods indicated:

	Three months ended March 31,				Six months ended March 31,
(in thousands)	2023		2022		2023		2022
U.S. Healthcare Solutions:
Human Health	$	55,453,964	$	49,770,781	$	110,530,577	$	101,552,910
Animal Health	1,239,492		1,171,982		2,399,458		2,369,500
Total U.S. Healthcare Solutions	56,693,456		50,942,763		112,930,035		103,922,410
International Healthcare Solutions:
Alliance Healthcare	5,560,936		5,609,472		11,021,627		11,166,143
Other Healthcare Solutions	1,203,999		1,168,219		2,354,586		2,261,330
Total International Healthcare Solutions	6,764,935		6,777,691		13,376,213		13,427,473
Intersegment eliminations	(1,186)		(1,008)		(2,211)		(1,627)
Revenue	$	63,457,205	$	57,719,446	$	126,304,037	$	117,348,256

Schedule of segment operating income

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

	Three months ended March 31,				Six months ended March 31,
(in thousands)	2023		2022		2023		2022
U.S. Healthcare Solutions	$	756,137	$	729,542	$	1,328,553	$	1,298,629
International Healthcare Solutions	175,991		187,068		337,273		367,128
Total segment operating income	$	932,128	$	916,610	$	1,665,826	$	1,665,757

Schedule of reconciliation of total segment operating income to income (loss) from operations before income taxes

The following reconciles total segment operating income to income before income taxes for the periods indicated:

	Three months ended March 31,				Six months ended March 31,
(in thousands)	2023		2022		2023		2022
Total segment operating income	$	932,128	$	916,610	$	1,665,826	$	1,665,757
Gains from antitrust litigation settlements	—		1,835		49,899		1,835
LIFO (expense) credit	(54,270)		16,059		(79,320)		60,738
Turkey highly inflationary impact	(4,855)		—		(8,439)		—
Acquisition-related intangibles amortization	(140,114)		(77,952)		(211,992)		(157,458)
Litigation and opioid-related expenses	(15,813)		(52,090)		(28,519)		(84,725)
Acquisition-related deal and integration expenses	(59,113)		(11,790)		(80,109)		(33,140)
Restructuring and other expenses	(97,444)		(12,515)		(113,684)		(23,499)
Impairment of assets	—		—		—		(4,946)
Operating income	560,519		780,157		1,193,662		1,424,562
Other income, net	(15,720)		(948)		(22,048)		(6,120)
Interest expense, net	64,109		52,916		110,125		106,288
Income before income taxes	$	512,130	$	728,189	$	1,105,585	$	1,324,394

XML

Summary of Significant Accounting Policies - Schedule of Restricted Cash (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Sep. 30, 2022	Mar. 31, 2022	Sep. 30, 2021
Restricted Cash and Cash Equivalents Items [Line Items]
Cash and cash equivalents	$ 1,539,406	$ 3,388,189	$ 2,960,759	$ 2,547,142
Cash, cash equivalents, and restricted cash	1,688,663	3,593,539	3,472,802	3,070,128
Restricted cash (included in Prepaid Expenses and Other)
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash	87,740	144,980	452,014	462,986
Restricted cash (included in Other Assets)
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash	$ 61,517	$ 60,370	$ 60,029	$ 60,000

XML

Acquisition - Additional Information (Details) $ in Thousands, € in Millions		3 Months Ended
	Jan. 02, 2023 EUR (€)	Jan. 02, 2023 USD ($)	Mar. 31, 2023 USD ($)	Jan. 01, 2023 EUR (€) country	Jan. 01, 2023 USD ($) country	Sep. 30, 2022 USD ($)
Asset Acquisition, Contingent Consideration [Line Items]
Goodwill			$ 9,633,540			$ 8,503,886
Deferred tax liabilities					$ 146,000
PharmaLex Acquisition
Asset Acquisition, Contingent Consideration [Line Items]
Purchase price | €	€ 1,473.0
Cash holdback | €				€ 29.3
Operating countries (over) | country				30	30
Goodwill					$ 1,016,700
Fair value		$ 558,898
Cash and cash equivalents | €				€ 37.5

XML

Acquisition - Fair Value Of Intangible Assets (Details) - PharmaLex Acquisition $ in Thousands	3 Months Ended
	Jan. 02, 2023 USD ($)
Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 558,898
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 522,634
Useful Lives	12 years
Trade names
Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 30,931
Useful Lives	5 years
Software technology
Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 5,333
Useful Lives	6 years

XML

Variable Interest Entity - Financial Position of Variable Interest Entity (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Sep. 30, 2022	Mar. 31, 2022	Sep. 30, 2021
Variable Interest Entity [Line Items]
Cash and cash equivalents	$ 1,688,663	$ 3,593,539	$ 3,472,802	$ 3,070,128
Inventories	16,955,245	15,556,394
Property and equipment, net	2,149,937	2,135,003
Other long-term assets	1,879,698	1,761,661
TOTAL ASSETS	58,766,183	56,560,616
Deferred income taxes	1,741,795	1,620,413
Other long-term liabilities	1,055,255	976,583
Profarma
Variable Interest Entity [Line Items]
Cash and cash equivalents	19,366	23,144
Accounts receivables, net	199,993	192,930
Inventories	214,652	207,858
Prepaid expenses and other	66,845	63,982
Property and equipment, net	41,406	35,554
Other intangible assets	64,536	66,568
Other long-term assets	76,849	71,327
TOTAL ASSETS	683,647	661,363
Accounts payable	249,248	215,515
Accrued expenses and other	45,164	47,952
Short-term debt	21,871	60,851
Long-term debt	96,981	64,918
Deferred income taxes	22,512	25,801
Other long-term liabilities	54,690	52,417
Total liabilities	$ 490,466	$ 467,454

XML

Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Unrecognized tax benefits	$ 528.3		$ 528.3
Unrecognized tax benefits, net of federal benefit	464.5		464.5
Tax benefits that would reduce income tax expense and effective tax rate	446.3		446.3
Unrecognized tax benefits - interest and penalties	$ 20.5		20.5
Unrecognized tax benefits - increase			$ 24.9
Effective tax rate (as a percentage)	16.40%	23.70%	18.20%	24.10%

XML

Goodwill and Other Intangible Assets - Schedule of Change in the Carrying Value of Goodwill by Reportable Segment (Details) $ in Thousands	6 Months Ended
	Mar. 31, 2023 USD ($)
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 8,503,886
Goodwill recognized in connection with acquisitions	1,020,013
Foreign currency translation	109,641
Goodwill, ending balance	9,633,540
U. S. Healthcare Solutions
Goodwill [Roll Forward]
Goodwill, beginning balance	6,280,240
Goodwill recognized in connection with acquisitions	0
Foreign currency translation	2,895
Goodwill, ending balance	6,283,135
International Healthcare Solutions
Goodwill [Roll Forward]
Goodwill, beginning balance	2,223,646
Goodwill recognized in connection with acquisitions	1,020,013
Foreign currency translation	106,746
Goodwill, ending balance	$ 3,350,405

XML

Goodwill and Other Intangible Assets - Schedule of Other Intangible Assets (Details) - USD ($) $ in Thousands	6 Months Ended
	Mar. 31, 2023	Sep. 30, 2022
Finite-lived
Accumulated Amortization	$ (1,337,314)	$ (1,104,088)
Intangible Assets
Gross Carrying Amount	6,222,157	5,436,825
Net Carrying Amount	4,884,843	4,332,737
Trade names
Indefinite-lived intangibles
Indefinite-lived trade names	$ 17,000	667,932
Customer relationships
Finite-lived
Weighted Average Remaining Useful Life	15 years
Gross Carrying Amount	$ 4,955,699	4,226,547
Accumulated Amortization	(1,082,350)	(931,961)
Net Carrying Amount	$ 3,873,349	3,294,586
Trade names and other
Finite-lived
Weighted Average Remaining Useful Life	4 years
Gross Carrying Amount	$ 1,249,458	542,346
Accumulated Amortization	(254,964)	(172,127)
Net Carrying Amount	$ 994,494	$ 370,219

XML

Goodwill and Other Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Goodwill [Line Items]
Intangible assets reclassified			$ 651,000
Amortization expense	$ 140,785	$ 78,792	213,183	$ 159,136
2022	548,600		548,600
2023	656,500		656,500
2024	530,900		530,900
2025	359,000		359,000
2026	300,500		300,500
Thereafter	$ 2,685,500		$ 2,685,500
Customer relationships
Goodwill [Line Items]
Trade names			15 years
Trade names and other
Goodwill [Line Items]
Trade names			4 years
Minimum | Trade names and other
Goodwill [Line Items]
Trade names			1 year
Maximum | Trade names and other
Goodwill [Line Items]
Trade names			3 years

XML

Debt - Debt Instruments (Details)	Mar. 31, 2023 USD ($)	Mar. 31, 2023 GBP (£)	Sep. 30, 2022 USD ($)
Debt Instrument [Line Items]
Total debt	$ 4,932,811,000		$ 5,702,833,000
Total, net of current portion	4,666,532,000		4,632,360,000
AmerisourceBergen Corporation
Debt Instrument [Line Items]
Less current portion	0		672,736,000
Multi-currency revolving credit facility due 2027
Debt Instrument [Line Items]
Maximum borrowing capacity	2,400,000,000
Long-term debt	0		0
Receivables securitization facility due 2025
Debt Instrument [Line Items]
Maximum borrowing capacity	1,450,000,000
Long-term debt	350,000,000		350,000,000
Revolving credit note
Debt Instrument [Line Items]
Maximum borrowing capacity	75,000,000
Long-term debt	0		0
Overdraft facility due 2024 (£10,000)
Debt Instrument [Line Items]
Maximum borrowing capacity | £		£ 10,000,000
Long-term debt	0		0
Money market facility
Debt Instrument [Line Items]
Maximum borrowing capacity	100,000,000
Long-term debt	$ 0		0
0.737% senior notes due 2023
Debt Instrument [Line Items]
Interest rate	0.737%	0.737%
Principal amount	$ 1,500,000,000
Long-term debt	$ 0		672,736,000
$500,000, 3.400% senior notes due 2024
Debt Instrument [Line Items]
Interest rate	3.40%	3.40%
Principal amount	$ 500,000,000
Long-term debt	$ 499,437,000		499,195,000
$500,000, 3.250% senior notes due 2025
Debt Instrument [Line Items]
Interest rate	3.25%	3.25%
Principal amount	$ 500,000,000
Long-term debt	$ 498,687,000		498,347,000
$750,000, 3.450% senior notes due 2027
Debt Instrument [Line Items]
Interest rate	3.45%	3.45%
Principal amount	$ 750,000,000
Long-term debt	$ 746,043,000		745,622,000
$500,000, 2.800% senior notes due 2030
Debt Instrument [Line Items]
Interest rate	2.80%	2.80%
Principal amount	$ 500,000,000
Long-term debt	$ 495,653,000		495,348,000
$1,000,000, 2.700% senior notes due 2031
Debt Instrument [Line Items]
Interest rate	2.70%	2.70%
Principal amount	$ 1,000,000,000
Long-term debt	$ 991,040,000		990,480,000
$500,000, 4.250% senior notes due 2045
Debt Instrument [Line Items]
Interest rate	4.25%	4.25%
Principal amount	$ 500,000,000
Long-term debt	$ 495,270,000		495,162,000
$500,000, 4.300% senior notes due 2047
Debt Instrument [Line Items]
Interest rate	4.30%	4.30%
Principal amount	$ 500,000,000
Long-term debt	493,421,000		493,288,000
Alliance Healthcare debt
Debt Instrument [Line Items]
Short-term debt	244,408,000		336,886,000
Nonrecourse debt
Debt Instrument [Line Items]
Long-term debt	118,852,000		125,769,000
Less current portion	$ 21,871,000		$ 60,851,000

XML

Debt - Additional information (Details)	1 Months Ended	6 Months Ended
	Mar. 31, 2023 USD ($)	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)	Mar. 31, 2023 GBP (£)
Debt Instrument [Line Items]
Repayment of long-term debt		$ 757,695,000	$ 317,299,000
Alliance Healthcare Egypt
Debt Instrument [Line Items]
Ownership percentage	50.00%	50.00%		50.00%
Multi-currency revolving credit facility due 2027
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 2,400,000,000	$ 2,400,000,000
Facility fee		0.10%
Multi-currency revolving credit facility due 2027 | Minimum
Debt Instrument [Line Items]
Facility fee		0.07%
Multi-currency revolving credit facility due 2027 | Maximum
Debt Instrument [Line Items]
Facility fee		0.15%
Multi-currency revolving credit facility due 2027 | SOFR/EURIBOR/CDOR/RFR
Debt Instrument [Line Items]
Variable rate spread(in percentage)		1.025%
Multi-currency revolving credit facility due 2027 | SOFR/EURIBOR/CDOR/RFR | Minimum
Debt Instrument [Line Items]
Variable rate spread(in percentage)		0.805%
Multi-currency revolving credit facility due 2027 | SOFR/EURIBOR/CDOR/RFR | Maximum
Debt Instrument [Line Items]
Variable rate spread(in percentage)		1.225%
Multi-currency revolving credit facility due 2027 | Alternate base rate and Canadian prime rate | Minimum
Debt Instrument [Line Items]
Variable rate spread(in percentage)		0.00%
Multi-currency revolving credit facility due 2027 | Alternate base rate and Canadian prime rate | Maximum
Debt Instrument [Line Items]
Variable rate spread(in percentage)		0.225%
Commercial paper
Debt Instrument [Line Items]
Maximum borrowing capacity	2,400,000,000	$ 2,400,000,000
Debt instrument, term		365 days
Amount outstanding	0	$ 0
Receivables securitization facility due 2025
Debt Instrument [Line Items]
Maximum borrowing capacity	1,450,000,000	1,450,000,000
Potential increase in receivables securitization facility	250,000,000	250,000,000
Revolving credit note
Debt Instrument [Line Items]
Maximum borrowing capacity	75,000,000	75,000,000
Overdraft facility due 2024 (£10,000)
Debt Instrument [Line Items]
Maximum borrowing capacity | £				£ 10,000,000
Money market facility
Debt Instrument [Line Items]
Maximum borrowing capacity	100,000,000	100,000,000
0.737% senior notes due 2023
Debt Instrument [Line Items]
Repayment of long-term debt	675,000,000
Principal amount	$ 1,500,000,000	$ 1,500,000,000
Interest rate	0.737%	0.737%		0.737%

XML

Stockholders' Equity and Earnings per Share - Additional Information (Details) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended
	Sep. 30, 2022	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022	May 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Repurchase of common stock			$ 11,396,000	$ 778,827,000	$ 11,396,000
Antidilutive securities excluded from earnings per share computation (shares)		3,000	32,000	187,000	202,000
May 2022 Share Repurchase Program
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Authorized amount under share repurchase program						$ 1,000,000,000
Repurchase of common stock (shares)				5,000,000
Repurchase of common stock				$ 778,800,000
Shares repurchased, cash settled	$ 28,400,000
Availability remaining under program		$ 182,500,000		$ 182,500,000
May 2022 Share Repurchase Program | WBA Alliance Healthcare
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Repurchase of common stock (shares)				4,400,000
Repurchase of common stock				$ 700,000,000
March 2023 Share Repurchase Program
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Authorized amount under share repurchase program		$ 1,000,000,000		$ 1,000,000,000
Repurchase of common stock (shares)				0

XML

Stockholders' Equity and Earnings per Share - Weighted Average Number of Common Shares Outstanding (Details) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Equity [Abstract]
Weighted average common shares outstanding - basic (shares)	202,316	209,244	203,188	208,900
Dilutive effect of stock options and restricted stock units (shares)	1,940	2,747	2,118	2,680
Weighted average common shares outstanding - diluted (shares)	204,256	211,991	205,306	211,580

XML

Related Party Transactions (Details) - Investor - USD ($) $ in Billions	3 Months Ended		6 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022	Sep. 30, 2022
WBA Alliance Healthcare
Related Party Transaction [Line Items]
Revenue from related party	$ 16.8	$ 15.4	$ 33.0	$ 31.6
Receivable from related party	$ 7.2		$ 7.2		$ 7.0
AmerisourceBergen | WBA Alliance Healthcare
Related Party Transaction [Line Items]
Ownership percentage (more than)	10.00%		10.00%

XML

Restructuring and Other Expenses (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Restructuring and Related Activities [Abstract]
Restructuring and employee severance costs	$ 43,531	$ 8,579	$ 46,851	$ 15,221
Business transformation efforts	15,703	3,936	28,623	8,278
Other expenses	38,210	0	38,210	0
Total restructuring and other expenses	$ 97,444	$ 12,515	$ 113,684	$ 23,499

XML

Legal Matters and Contingencies (Details) $ in Thousands	Apr. 02, 2022 USD ($) state	Mar. 31, 2023 USD ($)	Sep. 30, 2022 USD ($)	Jan. 31, 2020 claim
Loss Contingencies [Line Items]
Accrued litigation liability		$ 5,448,075	$ 5,461,758
MDL and Other Related State Court Litigation | Pending litigation
Loss Contingencies [Line Items]
Number of pending claims | claim				4
MDL and Other Related State Court Litigation | Settled Litigation
Loss Contingencies [Line Items]
Settlement	$ 6,400,000
Legal settlement term (in years)	18 years
MDL and Other Related State Court Litigation | Settled Litigation | Three Largest National Distributors
Loss Contingencies [Line Items]
Settling states | state	48
Settlement percent of population	99.00%
Opioid Lawsuits and Investigations
Loss Contingencies [Line Items]
Total liability accrual		5,900,000	$ 6,000,000
Current estimate recorded in accrued expenses and other		434,200
Accrued litigation liability		$ 5,400,000

XML

Litigation Settlements (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Gains from antitrust litigation settlements	$ 1.8	$ 49.9	$ 1.8

XML

Fair Value of Financial Instruments (Details) - USD ($) $ in Millions	Mar. 31, 2023	Sep. 30, 2022
Fair value | Level 1 inputs | Money market
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	$ 476.0	$ 1,602.0
Fair value | Level 2 inputs
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	4,325.7	4,130.3
Recorded amount
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	$ 4,666.5	$ 4,632.4

XML

Business Segment Information - Additional Information (Details)	6 Months Ended
	Mar. 31, 2023 segment
Segment Reporting [Abstract]
Reportable segments	2

XML

Business Segment Information - Segment Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	$ 63,457,205	$ 57,719,446	$ 126,304,037	$ 117,348,256
Operating segments | U.S. Healthcare Solutions
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	56,693,456	50,942,763	112,930,035	103,922,410
Operating segments | U.S. Healthcare Solutions | Human Health
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	55,453,964	49,770,781	110,530,577	101,552,910
Operating segments | U.S. Healthcare Solutions | Animal Health
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	1,239,492	1,171,982	2,399,458	2,369,500
Operating segments | International Healthcare Solutions
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	6,764,935	6,777,691	13,376,213	13,427,473
Operating segments | International Healthcare Solutions | Alliance Healthcare
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	5,560,936	5,609,472	11,021,627	11,166,143
Operating segments | International Healthcare Solutions | Other Healthcare Solutions
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	1,203,999	1,168,219	2,354,586	2,261,330
Intersegment eliminations
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	$ (1,186)	$ (1,008)	$ (2,211)	$ (1,627)

XML

Business Segment Information - Segment Operating Income (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Segment Reporting Information [Line Items]
Operating income	$ 560,519	$ 780,157	$ 1,193,662	$ 1,424,562
Operating segments
Segment Reporting Information [Line Items]
Operating income	932,128	916,610	1,665,826	1,665,757
Operating segments | U. S. Healthcare Solutions
Segment Reporting Information [Line Items]
Operating income	756,137	729,542	1,328,553	1,298,629
Operating segments | International Healthcare Solutions
Segment Reporting Information [Line Items]
Operating income	$ 175,991	$ 187,068	$ 337,273	$ 367,128

XML

Business Segment Information - Reconciliation of Segment Operating Income to Income (Loss) from Operations before Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Total segment operating income	$ 560,519	$ 780,157	$ 1,193,662	$ 1,424,562
Gains from antitrust litigation settlements		1,800	49,900	1,800
LIFO (expense) credit			(79,320)	60,738
Litigation and opioid-related expenses	(15,813)	(52,090)	(28,519)	(84,725)
Acquisition-related deal and integration expenses	(59,113)	(11,790)	(80,109)	(33,140)
Restructuring and other expenses	(97,444)	(12,515)	(113,684)	(23,499)
Impairment of assets			0	(4,946)
Other income, net	(15,720)	(948)	(22,048)	(6,120)
Interest expense, net	64,109	52,916	110,125	106,288
Income before income taxes	512,130	728,189	1,105,585	1,324,394
Operating segments
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Total segment operating income	932,128	916,610	1,665,826	1,665,757
Segment reconciling items
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Gains from antitrust litigation settlements	0	1,835	49,899	1,835
LIFO (expense) credit	(54,270)	16,059	(79,320)	60,738
Turkey highly inflationary impact	(4,855)	0	(8,439)	0
Acquisition-related intangibles amortization	(140,114)	(77,952)	(211,992)	(157,458)
Litigation and opioid-related expenses	(15,813)	(52,090)	(28,519)	(84,725)
Acquisition-related deal and integration expenses	(59,113)	(11,790)	(80,109)	(33,140)
Impairment of assets	$ 0	$ 0	$ 0	$ (4,946)

XML

Subsequent Event (Details) - Subsequent event - OneOncology - OneOncology $ in Millions	Apr. 20, 2023 USD ($)
Subsequent Event [Line Items]
Joint venture investment	$ 685
The Company and TPG
Subsequent Event [Line Items]
Joint venture investment	$ 2,100
OneOncology
Subsequent Event [Line Items]
Ownership percentage	35.00%