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1、Table of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF1934FOR THE QUARTERLY PERIOD ENDED March 31,2025OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHAN

2、GE ACT OF1934FOR THE TRANSITION PERIOD FROM _ TO_Commission file number 1-16671 CENCORA,INC.(Exact name of registrant as specified in its charter)Delaware 23-3079390(State or other jurisdiction of(I.R.S.Employerincorporation or organization)Identification No.)1 West First AvenueConshohocken,PA 19428

3、-1800(Address of principal executive offices)(Zip Code)(610)727-7000(Registrants telephone number,including area code)Securities registered pursuant to Section 12(b)of the Act:Title of each classTrading Symbol(s)Name of exchange on which registeredCommon stock,par value$0.01 per shareCORNew York Sto

4、ck 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(orfor such shorter period that the registrant was required to file such reports),and(2)has been subj

5、ect to such filing requirements for the past 90 days.Yes 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 duringthe preceding 12 months(or for such shorter period tha

6、t the registrant was required to submit such files).Yes 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 theExchange Act).Large accelerated filer Accelerated filer o

7、 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 accountingstandards provided pursuant to Section 13(a)of the Exchange Act In

8、dicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes No The number of shares of common stock of Cencora,Inc.outstanding as of April 30,2025 was 193,823,487.Table of ContentsCENCORA,INC.TABLE OF CONTENTS Page No.Part I.FINANCIAL INFORMATION

9、Item 1.Financial Statements(Unaudited)Consolidated Balance Sheets as of March 31,2025 and September 30,20244 Consolidated Statements of Operations for the three and six months ended March 31,2025 and 20245 Consolidated Statements of Comprehensive Income for the three and six months ended March 31,20

10、25 and 20246 Consolidated Statements of Changes in Stockholders Equity for the three and six months ended March 31,2025 and 20247Consolidated Statements of Cash Flows for the six months ended March 31,2025 and 20249 Notes to Consolidated Financial Statements10 Item 2.Managements Discussion and Analy

11、sis of Financial Condition and Results of Operations24 Item 3.Quantitative and Qualitative Disclosures About Market Risk36 Item 4.Controls and Procedures36 Part II.OTHER INFORMATION Item 1.Legal Proceedings37 Item 1A.Risk Factors37 Item 2.Unregistered Sales of Equity Securities and Use of Proceeds37

12、 Item 3.Defaults Upon Senior Securities37 Item 4.Mine Safety Disclosures37 Item 5.Other Information37 Item 6.Exhibits38 SIGNATURES391Table of ContentsCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSThis Quarterly Report on Form 10-Q contains“forward-looking statements”within the meaning of Secti

13、on 27A of the Securities Act of 1933,asamended,and Section 21E of the Securities Exchange Act of 1934,as amended(the Exchange Act).These forward-looking statements may include,withoutlimitation,statements regarding our financial position,business strategy and the plans and objectives of management f

14、or our future operations;future liabilitiesand other obligations;anticipated trends and prospects in the industries in which our business operates;new products,services and related strategies;andcapital allocation,including share repurchases and dividends.These statements may constitute projections,

15、forecasts and forward-looking statements,and arenot 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 thisQuarterly Report on Form 10-Q,words such as aim,anticipate,believe,can,continue,could,estimate,

16、expect,intend,may,might,ontrack,opportunity,plan,possible,potential,predict,project,seek,should,strive,sustain,synergy,target,will,would and similarexpressions are intended to identify forward-looking statements,but the absence of these words does not mean that a statement is not forward-looking.The

17、se forward-looking statements reflect managements current views with respect to future events,subject to uncertainty and changes incircumstances,and are based on assumptions as of the date of this Quarterly Report on Form 10-Q.Although we believe that the assumptions underlying theforward-looking st

18、atements are reasonable,we can give no assurance that our expectations will be attained.Factors that could have a material adverse effect onour financial condition,liquidity,results of operations or future prospects or that could cause actual results,performance or achievements to differ materiallyf

19、rom our expectations include,but are not limited to:our ability to respond to general macroeconomic conditions and geopolitical uncertainties,including financial market volatility and disruption,inflationary concerns,interest and currency exchange rates,changes as a result of the U.S.presidential el

20、ection,and uncertain economic conditions inthe United States and abroad;our ability to respond to changes to customer or supplier mix and payment terms,or to changes to manufacturer pricing;the retention of key customer or supplier relationships under less favorable economics or the adverse resoluti

21、on of any contract or other dispute withcustomers or suppliers;competition and industry consolidation of both customers and suppliers resulting in increasing pressure to reduce prices for our products and services;risks associated with our strategic,long-term relationship with Walgreens Boots Allian

22、ce,Inc.(WBA),including with respect to the pharmaceuticaldistribution agreement and/or the global generic purchasing services arrangement;risks that acquisitions of or investments in businesses,including the acquisitions of Alliance Healthcare,PharmaLex,and Retina Consultants ofAmerica and the inves

23、tment in OneOncology,fail to achieve expected or targeted future financial and operating performance and results;our ability to effectively manage our growth;our ability to maintain the strength and security of information technology systems;any inability or failure by us or third-party business par

24、tners to anticipate or detect data or information security breaches or other cyber-attacks;our ability to manage foreign expansion,including non-compliance with the U.S.Foreign Corrupt Practices Act,anti-bribery laws,economic sanctionsand import laws and regulations;risks associated with our interna

25、tional operations,including financial and other impacts of macroeconomic and geopolitical trends and events,including the conflicts in Ukraine and between Israel and Hamas and related regional and global ramifications;our ability to respond to changes or uncertainty in the geopolitical policies of c

26、ountries and regions in which we do business,including with respect totrade policies or tariffs,which can disrupt our global operations,as well as the operations of our customers and suppliers;unfavorable trends in brand and generic pharmaceutical pricing,including in rate or frequency of price infl

27、ation or deflation;changes in the United States healthcare and regulatory environment,including changes that could impact prescription drug reimbursement underMedicare and Medicaid and declining reimbursement rates for pharmaceuticals;the bankruptcy,insolvency,or other credit failure of a major supp

28、lier or significant customer;our ability to comply with increasing governmental regulations regarding the pharmaceutical supply chain;continued federal and state government enforcement initiatives to detect and prevent suspicious orders of controlled substances and the diversion ofcontrolled substan

29、ces;2Table of Contentsuncertainties associated with litigation,including the outcome of any legal or governmental proceedings that may be instituted against us,continuedprosecution or suit by federal and state governmental entities and other parties of alleged violations of laws and regulations rega

30、rding controlledsubstances,and any related disputes;the outcome of any legal or governmental proceedings that may be instituted against us,including material adverse resolution of pending legalproceedings;risks generally associated with data privacy regulation and the protection and international tr

31、ansfer of personal data;our ability to address events outside of our control,such as widespread public health issues,natural disasters,government policy changes,and politicalevents;andthe impairment of goodwill or other intangible assets resulting in a charge to earnings.As a result of a number of k

32、nown and unknown risks and uncertainties,our actual results or performance may be materially different from thoseexpressed or implied by these forward-looking statements.You should not place undue reliance on these forward-looking statements.Unless required byfederal securities laws,we assume no obl

33、igation to update any of these forward-looking statements,or to update the reasons actual results could differmaterially from those anticipated,to reflect circumstances or events that occur after the statements are made.3Table of ContentsPART I.FINANCIAL INFORMATION ITEM I.Financial Statements(Unaud

34、ited)CENCORA,INC.AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS(in thousands,except share and per share data)March 31,2025September 30,2024(Unaudited)ASSETS Current assets:Cash and cash equivalents$1,978,061$3,132,648 Accounts receivable,less allowances for returns and credit losses:$1,437,659 as of Ma

35、rch 31,2025 and$1,308,018 as of September 30,202423,715,008 23,871,815 Inventories18,965,502 18,998,833 Right to recover assets1,301,531 1,175,871 Prepaid expenses and other574,871 538,646 Total current assets46,534,973 47,717,813 Property and equipment,net2,302,809 2,181,410 Goodwill14,091,412 9,31

36、8,027 Other intangible assets3,862,835 4,001,046 Deferred income taxes233,700 246,348 Other assets4,168,145 3,637,023 TOTAL ASSETS$71,193,874$67,101,667 LIABILITIES AND STOCKHOLDERS EQUITY Current liabilities:Accounts payable$50,110,563$50,942,162 Accrued expenses and other2,447,498 2,758,560 Short-

37、term debt770,321 576,331 Total current liabilities53,328,382 54,277,053 Long-term debt7,085,886 3,811,745 Accrued income taxes277,738 291,796 Deferred income taxes1,615,752 1,643,746 Accrued litigation liability4,284,602 4,296,902 Other liabilities3,421,715 1,993,683 Commitments and contingencies(No

38、te 9)Stockholders equity:Common stock,$0.01 par value-authorized,issued,and outstanding:600,000,000 shares,297,247,152 shares,and 193,783,768 shares as of March 31,2025,respectively,and 600,000,000shares,296,169,781 shares,and 194,943,968 shares as of September 30,2024,respectively2,972 2,962 Additi

39、onal paid-in capital6,142,056 6,030,790 Retained earnings6,401,534 5,417,139 Accumulated other comprehensive loss(1,201,838)(989,118)Treasury stock,at cost:103,463,384 shares as of March 31,2025 and 101,225,813 shares as of September 30,2024(10,331,887)(9,815,835)Total Cencora,Inc.stockholders equit

40、y1,012,837 645,938 Noncontrolling interests166,962 140,804 Total stockholders equity1,179,799 786,742 TOTAL LIABILITIES AND STOCKHOLDERS EQUITY$71,193,874$67,101,667 See notes to consolidated financial statements.4Table of ContentsCENCORA,INC.AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONS(Una

41、udited)Three months endedMarch 31,Six months endedMarch 31,(in thousands,except per share data)2025202420252024Revenue$75,453,673$68,414,307$156,940,733$140,667,140 Cost of goods sold72,393,864 65,876,284 151,322,886 135,660,305 Gross profit3,059,809 2,538,023 5,617,847 5,006,835 Operating expenses:

42、Distribution,selling,and administrative1,600,040 1,388,810 3,072,095 2,787,557 Depreciation121,815 106,230 234,527 210,408 Amortization138,003 165,502 303,783 331,927 Litigation and opioid-related expenses,net11,524 225,985 28,289 147,068 Acquisition-related deal and integration expenses99,380 22,61

43、0 138,092 43,673 Restructuring and other expenses52,857 75,627 98,617 110,068 Operating income1,036,190 553,259 1,742,444 1,376,134 Other loss,net3,546 22,063 61,420 20,976 Interest expense,net103,988 64,130 131,921 104,694 Income before income taxes928,656 467,066 1,549,103 1,250,464 Income tax exp

44、ense211,239 45,861 337,967 226,251 Net income717,417 421,205 1,211,136 1,024,213 Net loss(income)attributable to noncontrolling interests454(430)(4,665)(1,938)Net income attributable to Cencora,Inc.$717,871$420,775$1,206,471$1,022,275 Earnings per share:Basic$3.70$2.11$6.23$5.12 Diluted$3.68$2.09$6.

45、18$5.07 Weighted average common shares outstanding:Basic193,796 199,406 193,780 199,747 Diluted195,094 201,177 195,144 201,510 Cash dividends declared per share of common stock$0.550$0.510$1.10$1.020 See notes to consolidated financial statements.5Table of ContentsCENCORA,INC.AND SUBSIDIARIES CONSOL

46、IDATED STATEMENTS OF COMPREHENSIVE INCOME(Unaudited)Three months endedMarch 31,Six months endedMarch 31,(in thousands)2025202420252024Net income$717,417$421,205$1,211,136$1,024,213 Other comprehensive income(loss)Foreign currency translation adjustments206,123(128,675)(218,428)142,847 Other,net200 1

47、5 3,813(73)Total other comprehensive income(loss)206,323(128,660)(214,615)142,774 Total comprehensive income923,740 292,545 996,521 1,166,987 Comprehensive(income)loss attributable to noncontrolling interests(8,083)4,427(2,770)(2,393)Comprehensive income attributable to Cencora,Inc.$915,657$296,972$

48、993,751$1,164,594 See notes to consolidated financial statements.6Table of ContentsCENCORA,INC.AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY(Unaudited)(in thousands,except per share data)CommonStockAdditional Paid-in CapitalRetainedEarningsAccumulated OtherComprehensive

49、LossTreasury StockNoncontrollingInterestsTotalDecember 31,2024$2,971$6,106,291$5,794,851$(1,399,624)$(10,277,909)$135,322$361,902 Net income 717,871 (454)717,417 Other comprehensive income 197,786 8,537 206,323 Cash dividends,$0.55 per share (111,188)(111,188)Exercises of stock options1 7,669 7,670

50、Share-based compensation expense 28,452 28,452 Purchases of common stock (50,383)(50,383)Employee tax withholdings related to restricted sharevesting (3,595)(3,595)Acquisitions 23,557 23,557 Other,net(356)(356)March 31,2025$2,972$6,142,056$6,401,534$(1,201,838)$(10,331,887)$166,962$1,179,799(in thou

51、sands,except per share data)CommonStockAdditional Paid-in CapitalRetainedEarningsAccumulated OtherComprehensive LossTreasury StockNoncontrollingInterestsTotalDecember 31,2023$2,957$5,917,058$4,819,997$(1,136,485)$(8,691,824)$149,553$1,061,256 Net income 420,775 430 421,205 Other comprehensive loss (

52、123,803)(4,857)(128,660)Cash dividends,$0.510 per share (107,002)(107,002)Exercises of stock options1 7,702 7,703 Share-based compensation expense 28,156 28,156 Purchases of common stock (51,279)(51,279)Employee tax withholdings related to restrictedshare vesting (3,838)(3,838)Other,net1 726 (1,246)

53、(519)March 31,2024$2,959$5,953,642$5,133,770$(1,260,288)$(8,746,941)$143,880$1,227,022 See notes to consolidated financial statements.7Table of ContentsCENCORA,INC.AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY(Unaudited)(in thousands,except per share data)CommonStockAddi

54、tional Paid-in CapitalRetainedEarningsAccumulated OtherComprehensive LossTreasury StockNoncontrollingInterestsTotalSeptember 30,2024$2,962$6,030,790$5,417,139$(989,118)$(9,815,835)$140,804$786,742 Net income 1,206,471 4,665 1,211,136 Other comprehensive loss (212,720)(1,895)(214,615)Cash dividends,$

55、1.10 per share (222,076)(222,076)Exercises of stock options2 15,776 15,778 Share-based compensation expense 98,836 98,836 Purchases of common stock (438,494)(438,494)Employee tax withholdings related to restricted sharevesting (77,558)(77,558)Acquisitions 23,557 23,557 Other,net8(3,346)(169)(3,507)M

56、arch 31,2025$2,972$6,142,056$6,401,534$(1,201,838)$(10,331,887)$166,962$1,179,799(in thousands,except per share data)CommonStockAdditional Paid-in CapitalRetainedEarningsAccumulated OtherComprehensive LossTreasury StockNoncontrollingInterestsTotalSeptember 30,2023$2,948$5,844,578$4,324,187$(1,402,60

57、7)$(8,247,103)$144,284$666,287 Net income 1,022,275 1,938 1,024,213 Other comprehensive income 142,319 455 142,774 Cash dividends,$1.02 per share (212,692)(212,692)Exercises of stock options2 18,627 18,629 Share-based compensation expense 91,232 91,232 Purchases of common stock (439,752)(439,752)Emp

58、loyee tax withholdings related to restrictedshare vesting (60,086)(60,086)Other,net9(795)(2,797)(3,583)March 31,2024$2,959$5,953,642$5,133,770$(1,260,288)$(8,746,941)$143,880$1,227,022 See notes to consolidated financial statements.8Table of ContentsCENCORA,INC.AND SUBSIDIARIES CONSOLIDATED STATEMEN

59、TS OF CASH FLOWS(Unaudited)Six months endedMarch 31,(in thousands)20252024OPERATING ACTIVITIES Net income$1,211,136$1,024,213 Adjustments to reconcile net income to net cash provided by operating activities:Depreciation,including amounts charged to cost of goods sold237,226 222,678 Amortization,incl

60、uding amounts charged to interest expense308,219 335,523 Provision for credit losses12,355 27,597 Provision(benefit)for deferred income taxes21,133(36,144)Share-based compensation expense98,836 91,232 LIFO expense(credit)32,145(71,280)Turkey highly inflationary impact26,060 40,129 Adjustments to RCA

61、 equity units(Note 2)37,460 Loss on divestiture of businesses35,539 (Gain)loss on remeasurement of equity investment(3,300)11,431 Other,net9,814 14,158 Changes in operating assets and liabilities,excluding the effects of acquisitions and divestitures:Accounts receivable(218,043)(1,682,145)Inventorie

62、s34,252(119,023)Prepaid expenses and other assets94,273 20,396 Accounts payable(669,479)497,670 Accrued expenses(489,470)(234,547)Income taxes payable and other liabilities(145,700)(43,000)Long-term accrued litigation liability(92,174)NET CASH PROVIDED BY OPERATING ACTIVITIES632,456 6,714 INVESTING

63、ACTIVITIES Capital expenditures(234,953)(186,970)Cost of acquired companies,net of cash acquired(3,947,761)(2,310)Cost of equity investments(192,576)(8,021)Non-customer note receivable(34,814)(50,000)Other,net(10,558)15,014 NET CASH USED IN INVESTING ACTIVITIES(4,420,662)(232,287)FINANCING ACTIVITIE

64、S Senior notes and loan borrowings3,320,674 634,946 Senior notes and loan repayments(548,565)(119,857)Borrowings under revolving and securitization credit facilities43,631,727 47,936,041 Repayments under revolving and securitization credit facilities(42,948,335)(47,978,721)Purchases of common stock(

65、435,471)(436,378)Exercises of stock options15,778 18,629 Cash dividends on common stock(222,076)(212,692)Employee tax withholdings related to restricted share vesting(77,558)(60,086)Other,net(18,762)(10,381)NET CASH PROVIDED BY(USED IN)FINANCING ACTIVITIES2,717,412(228,499)EFFECT OF EXCHANGE RATE CH

66、ANGES ON CASH,CASH EQUIVALENTS,AND RESTRICTED CASH(48,520)(13,671)DECREASE IN CASH,CASH EQUIVALENTS,AND RESTRICTED CASH(1,119,314)(467,743)Cash,cash equivalents,and restricted cash at beginning of period3,297,880 2,752,889 CASH,CASH EQUIVALENTS,AND RESTRICTED CASH AT END OF PERIOD$2,178,566$2,285,14

67、6 See notes to consolidated financial statements.9Table of ContentsCENCORA,INC.AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)Note 1.Summary of Significant Accounting PoliciesBasis of PresentationThe accompanying financial statements present the consolidated financial position,

68、results of operations,and cash flows of Cencora,Inc.and itssubsidiaries,including less-than-wholly-owned subsidiaries in which Cencora,Inc.has a controlling financial interest(the Company),as of the dates and forthe periods indicated.All significant intercompany accounts and transactions have been e

69、liminated 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 t

70、he opinion ofmanagement,all adjustments(consisting only of normal recurring accruals,except as otherwise disclosed herein)considered necessary to present fairly thefinancial position as of March 31,2025 and the results of operations and cash flows for the interim periods ended March 31,2025 and 2024

71、 have beenincluded.Certain information and disclosures normally included in financial statements presented in accordance with U.S.GAAP,but which are not requiredfor interim reporting purposes,have been omitted.The accompanying unaudited consolidated financial statements should be read in conjunction

72、 with thefinancial statements and notes thereto included in the Companys Annual Report on Form 10-K for the fiscal year ended September 30,2024.The preparation of financial statements in conformity with U.S.GAAP requires management to make estimates and assumptions that affect amountsreported in the

73、 financial statements and accompanying notes.Actual amounts could differ from these estimated amounts.Certain reclassifications have beenmade to prior-period amounts in order to conform to the current year presentation.Restricted CashThe Company is required to maintain certain cash deposits with ban

74、ks mainly consisting of deposits restricted under contractual agency agreementsand cash restricted by law and other obligations.The following represents a reconciliation of cash and cash equivalents in the Consolidated Balance Sheets to cash,cash equivalents,and restrictedcash in the Consolidated St

75、atements of Cash Flows:(amounts in thousands)March 31,2025September 30,2024March 31,2024September 30,2023(unaudited)(unaudited)Cash and cash equivalents$1,978,061$3,132,648$2,068,858$2,592,051 Restricted cash(included in Prepaid Expenses and Other)132,298 98,596 151,446 97,722 Restricted cash(includ

76、ed in Other Assets)68,207 66,636 64,842 63,116 Cash,cash equivalents,and restricted cash$2,178,566$3,297,880$2,285,146$2,752,889 Recently Adopted Accounting PronouncementsAs of March 31,2025,there were no recently-adopted accounting standards that had a material impact on the Companys financial posi

77、tion,results ofoperations,cash flows,or notes to the financial statements upon their adoption.Recently Issued Accounting Pronouncements Not Yet AdoptedIn November 2023,the Financial Accounting Standards Board(FASB)issued ASU No.2023-07,Segment Reporting(Topic 280):Improvements toReportable Segment D

78、isclosures(ASU 2023-07).ASU 2023-07 requires public entities to disclose significant segment expenses on an annual and interimbasis and to provide in interim periods all disclosures about a reportable segments profit or loss that are currently required annually.ASU 2023-07 is effectivefor annual per

79、iods beginning after December 15,2023 and interim periods within fiscal years beginning after December 15,2024.Early adoption is permitted.The guidance should be applied retrospectively to all periods presented in the financial statements.The Company is evaluating the impact of adopting this newacco

80、unting guidance.10In December 2023,the FASB issued ASU No.2023-09,Income Taxes(Topic 740):Improvements to Income Tax Disclosures(ASU 2023-09).ASU 2023-09 requires entities to provide additional information in their tax rate reconciliation and additional disclosures about income taxes paid byjurisdic

81、tion.ASU 2023-09 is effective for annual reporting periods beginning after December 15,2024,with early adoption permitted.The guidance should beapplied prospectively,but entities have the option to apply it retrospectively for each period presented.The Company is evaluating the impact of adopting th

82、isnew accounting guidance.In November 2024,the FASB issued ASU No.2024-03,Income StatementReporting Comprehensive IncomeExpense DisaggregationDisclosures(Subtopic 220-40):Disaggregation of Income Statement Expenses(ASU 2024-03).ASU 2024-03 requires disaggregated disclosures aboutspecific types of ex

83、penses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses.Expense captions should be disaggregated to include expenses related to purchases of inventory,employee compensation,depreciation,and intangible assetamortization.ASU 2

84、024-03 applies to public entities and is effective for annual periods beginning after December 15,2026 and interim periods within fiscalyears beginning after December 15,2027.Early adoption is permitted.The guidance should be applied prospectively with the option for retrospectiveapplication.The Com

85、pany is evaluating the impact of adopting this new accounting guidance.11Note 2.AcquisitionOn January 2,2025,the Company acquired an 85%interest in Retina Consultants of America(RCA)for$4,036.1 million in cash(subject tocustomary post-closing adjustments),$694.4 million of contingent consideration r

86、elated to equity units for certain RCA physicians and members ofmanagement that retained the remaining 15%interest in RCA,$556.0 million for the settlement of a receivable resulting from a pre-existing commercialrelationship between the Company and RCA,and$393.1 million for contingent consideration

87、payable to the sellers associated with RCAs achievement ofcertain predefined business objectives in fiscal 2027 and fiscal 2028.The Company funded the cash purchase price through a combination of cash on hand andnew debt financing(see Note 6).The Company believes the acquisition of RCA will allow it

88、 to broaden its relationships with community providers and to buildon its leadership in specialty pharmaceuticals within its U.S.Healthcare Solutions reportable segment.The purchase price has been preliminarily allocated to the underlying assets acquired and liabilities assumed based upon their esti

89、mated fair values atthe date of the acquisition in the table that follows.The allocation as of March 31,2025 is pending the finalization of the third-party appraisals of intangibleassets and corresponding deferred taxes,the finalization of working capital and related account balances,and the lease r

90、ight-of-use assets and liabilities.Therecan be no assurance that the estimated amounts recorded will represent the final purchase price allocation.(in thousands)ConsiderationCash$4,036,055 Total estimated contingent consideration1,087,450 Settlement of a receivable resulting from a pre-existing comm

91、ercial relationship556,042 Estimated fair value of total consideration$5,679,547 Recognized amounts of identifiable assets acquired and liabilities assumedCash and cash equivalents$143,312 Accounts receivable449,897 Inventories110,564 Prepaid expenses and other12,866 Property and equipment173,098 Go

92、odwill4,799,490 Other intangible assets178,000 Deferred income taxes37,911 Other assets222,283 Total assets acquired$6,127,421 Accounts payable$72,385 Accrued expenses and other162,854 Accrued income taxes2,859 Other liabilities209,441 Total liabilities assumed$447,539 Net assets acquired$5,679,882

93、Total estimated contingent consideration(1,087,450)Settlement of a receivable resulting from a pre-existing commercial relationship(556,042)Noncontrolling interest(335)Total cash paid4,036,055 Cash acquired(143,312)Net cash paid$3,892,743 12As part of the acquisition,certain RCA physicians and membe

94、rs of management retained equity in RCA.The Company evaluated the equity unitarrangements to determine if the contingent payments were part of the purchase price or post-acquisition compensation expense,which would be recognizedover any future service period.The$694.4 million of contingent considera

95、tion for the retained equity units was concluded to be a part of the purchase price andinitially recorded at its fair value at the time of the acquisition based on the unit price that the Company paid to acquire RCA times the number of equity unitsretained by RCA physicians and members of management

96、,and represents a Level 3 fair value measurement.The equity units retained by RCA physicians havean embedded option feature that is a liability classified compensation arrangement.The estimated initial fair value of this embedded option feature isapproximately$211 million and will be expensed ratabl

97、y over a period of 1.5 years.The fair value of the embedded option feature was determined using aBlack-Scholes model that included assumptions for expected life and volatility,and represents a Level 3 fair value measurement.During the three monthsended March 31,2025,the Company recognized an additio

98、nal liability and expense of$37.5 million related to this embedded option feature and other incentiveunits granted in conjunction with the acquisition of RCA in Acquisition-Related Deal and Integration Expenses in its Consolidated Statement of Operations.The liability and associated future expenses

99、may vary based on the change in the estimated fair value.There was no change in the estimated fair value of theliability related to the equity units,which is recorded in Other Liabilities on the Companys Consolidated Balance Sheet,as of March 31,2025,from theestimated initial fair value.The$393.1 mi

100、llion of contingent consideration represents an estimate for RCAs achievement of certain predefined business objectives in fiscal 2027and fiscal 2028 and provides for the potential payment to the sellers of up to$500 million in the aggregate.The fair value of this liability was determined basedon a

101、weighted probability of the achievement of these objectives,and represents a Level 3 fair value measurement.There was no change in the estimated fairvalue of the liability related to the achievement of the predetermined business objectives,which is recorded in Other Liabilities on the Companys Conso

102、lidatedBalance Sheet,as of March 31,2025.The estimated fair value of the trade name acquired is$178.0 million and the estimated useful life is 15 years.Approximately$1,055 million of goodwill resulting from this acquisition is expected to be deductible for income tax purposes.The Company incurred$65

103、.1 million of acquisition-related costs in connection with this acquisition in the six months ended March 31,2025.Thesecosts are included in Acquisition-Related Deal and Integration Expenses in the Companys Consolidated Statements of Operations.The Companys consolidated results of operations since t

104、he acquisition date include RCA revenue of$672.4 million.RCAs results of operations areincluded in the U.S.Healthcare Solutions reportable segment within the Companys business segment information(see Note 12).13Note 3.Variable Interest EntityThe Company has substantial governance rights over Profarm

105、a Distribuidora de Produtos Farmacuticos S.A.(Profarma)that allow it to direct theactivities that significantly impact Profarmas economic performance.As such,the Company consolidates the operating results of Profarma in its consolidatedfinancial statements.The Company is not obligated to provide fut

106、ure financial support to Profarma.The following assets and liabilities of Profarma are included in the Companys Consolidated Balance Sheets:(in thousands)March 31,2025September 30,2024Cash and cash equivalents$14,888$58,082 Accounts receivables,net245,532 236,930 Inventories266,783 259,299 Prepaid e

107、xpenses and other57,810 68,612 Property and equipment,net54,317 49,869 Other intangible assets55,988 58,116 Other long-term assets90,115 83,765 Total assets$785,433$814,673 Accounts payable$323,562$307,201 Accrued expenses and other53,236 56,597 Short-term debt55,196 76,308 Long-term debt77,080 91,2

108、46 Deferred income taxes15,545 19,227 Other long-term liabilities66,577 61,690 Total liabilities$591,196$612,269 Profarmas 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 TaxesThe Company files income tax ret

109、urns in U.S.federal,state,and various foreign jurisdictions.As of March 31,2025,the Company had unrecognizedtax benefits,defined as the aggregate tax effect of differences between tax return positions and the benefits recognized in the Companys financial statements,of$571.0 million($519.6 million,ne

110、t of federal benefit).If recognized,$509.7 million of these tax benefits would have reduced income tax expense and theeffective tax rate.Included in this amount is$55.7 million of interest and penalties,which the Company records in Income Tax Expense in its ConsolidatedStatements of Operations.In th

111、e six months ended March 31,2025,unrecognized tax benefits increased by$26.0 million.Over the next 12 months,taxauthority audit resolutions and the expiration of statutes of limitations could result in a reduction of unrecognized tax benefits by approximately$13.1 million.The Companys effective tax

112、rates were 22.7%and 21.8%for the three and six months ended March 31,2025 respectively.The Companys effectivetax rates were 9.8%and 18.1%for the three and six months ended March 31,2024,respectively.The effective tax rates for the three and six months endedMarch 31,2025 were higher than the U.S.stat

113、utory rate primarily due to U.S.state income taxes,offset in part by the benefit of non-U.S.income taxed at rateslower than the U.S.statutory rate and benefits associated with equity compensation.The effective tax rates for the three and six months ended March 31,2024were lower than the U.S.statutor

114、y rate primarily due to discrete tax benefits associated with foreign valuation allowance adjustments,non-U.S.income taxed atrates lower than the U.S.statutory rate,and tax benefits associated with equity compensation,offset in part by U.S.state income taxes.14Note 5.Goodwill and Other Intangible As

115、setsThe following is a summary of the changes in the carrying value of goodwill,by reportable segment,for the six months ended March 31,2025:(in thousands)U.S.HealthcareSolutionsInternationalHealthcare SolutionsTotalGoodwill as of September 30,2024$6,208,522$3,109,505$9,318,027 Goodwill recognized i

116、n connection with acquisitions4,799,490 47,763 4,847,253 Foreign currency translation(1,093)(72,775)(73,868)Goodwill as of March 31,2025$11,006,919$3,084,493$14,091,412 The following is a summary of other intangible assets:March 31,2025September 30,2024(in thousands)WeightedAverageRemainingUseful Li

117、feGrossCarryingAmountAccumulatedAmortizationNetCarryingAmountGrossCarryingAmountAccumulatedAmortizationNetCarryingAmountIndefinite-lived trade names$17,000$17,000$17,000$17,000 Finite-lived:Customer relationships13 years5,063,277(1,671,219)3,392,058 5,090,864(1,536,081)3,554,783 Trade names and othe

118、r9 years1,433,730(979,953)453,777 1,259,954(830,691)429,263 Total other intangible assets$6,514,007$(2,651,172)$3,862,835$6,367,818$(2,366,772)$4,001,046 Amortization expense for finite-lived intangible assets was$138.0 million and$165.5 million in the three months ended March 31,2025 and 2024,respe

119、ctively.Amortization expense for finite-lived intangible assets was$303.8 million and$331.9 million in the six months ended March 31,2025 and 2024,respectively.Amortization expense for finite-lived intangible assets is estimated to be$552.7 million in fiscal 2025,$385.4 million in fiscal 2026,$326.9

120、million in fiscal 2027,$315.1 million in fiscal 2028,$303.0 million in fiscal 2029,and$2,266.5 million thereafter.15Note 6.DebtDebt consisted of the following:(in thousands)March 31,2025September 30,2024Multi-currency revolving credit facility due in 2029$708,000$Receivables securitization facility

121、due in 2027 Term loan due in 20271,498,953 364-day revolving credit facility due in 2025 Money market facility due in 2027$500,000,3.250%senior notes due 2025 499,738$750,000,3.450%senior notes due 2027747,728 747,308$500,000,4.625%senior notes due 2027496,696$600,000,4.850%senior notes due 2029596,

122、199$500,000,2.800%senior notes due 2030496,870 496,564$1,000,000,2.700%senior notes due 2031993,278 992,718$500,000,5.125%senior notes due 2034494,810 494,514$700,000,5.150%senior notes due 2035694,633$500,000,4.250%senior notes due 2045495,685 495,574$500,000,4.300%senior notes due 2047493,954 493,

123、821 Alliance Healthcare debt7,125 286 Nonrecourse debt132,276 167,553 Total debt7,856,207 4,388,076 Less current portion of senior notes 499,738 Less borrowings outstanding under multi-currency revolving credit facility708,000 Less Alliance Healthcare current portion7,125 286 Less nonrecourse curren

124、t portion55,196 76,307 Long-term debt$7,085,886$3,811,745 Multi-Currency Revolving Credit Facility The Company has a$2.4 billion multi-currency senior unsecured revolving credit facility(Multi-Currency Revolving Credit Facility)with a syndicate oflenders,which is scheduled to expire in October 2029.

125、Interest on borrowings under the Multi-Currency Revolving Credit Facility accrues at specified ratesbased upon the Companys debt ratings.The Company pays facility fees to maintain the availability under the Multi-Currency Revolving Credit Facility atspecified rates based on its debt rating.The Compa

126、ny may choose to repay or reduce its commitments under the Multi-Currency Revolving Credit Facility atany time.The Multi-Currency Revolving Credit Facility contains covenants,including compliance with a financial leverage ratio test,as well as others thatimpose limitations on,among other things,inde

127、btedness of subsidiaries and asset sales,with which the Company was compliant as of March 31,2025.364-Day Revolving Credit FacilityIn November 2024,the Company entered into an agreement pursuant to which it obtained a$1.0 billion senior unsecured revolving credit facility(the364-Day Revolving Credit

128、 Facility)with a syndicate of lenders,which is scheduled to expire 364 days after the January 2,2025 closing of the RCAacquisition,the date on which borrowings under this facility became available to the Company.Interest on borrowings under the 364-Day Revolving CreditFacility will accrue at a rate

129、equal to either an adjusted SOFR plus an applicable margin or an alternate base rate plus an applicable margin,in each case basedon the Companys public debt ratings.The Company may choose to reduce its commitment under the 364-Day Revolving Credit Facility at any time.TheCompany also has the right t

130、o prepay borrowings under the 364-Day Revolving Credit Facility at any time,in whole or in part and without premium or penalty,provided that the amount of any such prepayment meets certain minimum thresholds.16Commercial Paper Program The Company has a$3.4 billion commercial paper program,which does

131、 not increase its borrowing capacity,that is fully backed by its Multi-CurrencyRevolving Credit Facility and the 364-Day Revolving Credit Facility.The Company may,from time to time,issue short-term promissory notes in an aggregateamount of up to$3.4 billion at any one time.Amounts available under th

132、e program may be borrowed,repaid,and re-borrowed from time to time.Thematurities 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 adiscount from their face amounts.There were$708.0 million of borrowings o

133、utstanding under the commercial paper program as of March 31,2025 and noneoutstanding as of September 30,2024.Receivables Securitization FacilityThe Company has a$1,450 million receivables securitization facility(Receivables Securitization Facility),which is scheduled to expire in October2027.The Co

134、mpany 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 forshort-ter

135、m commercial paper or 30-day Term SOFR,plus a program fee.The Company pays a customary unused fee at prevailing market rates,monthly,tomaintain the availability under the Receivables Securitization Facility.The Receivables Securitization Facility contains similar covenants to the Multi-CurrencyRevol

136、ving Credit Facility,with which the Company was compliant as of March 31,2025.There were no borrowings outstanding under the ReceivablesSecuritization Facility as of March 31,2025 and September 30,2024.Money Market Facility The Company has an uncommitted,unsecured line of credit available to it purs

137、uant to a money market credit agreement(the Money Market Facility).TheMoney Market Facility provides the Company with the ability to request short-term,unsecured revolving credit loans from time to time in a principal amountnot to exceed$100 million.In February 2025,the Company entered into an amend

138、ment to the Money Market Facility pursuant to which it may request short-term unsecured revolving credit loans in a principal amount not to exceed$750 million until June 30,2025,after which date the facility limit will revert to$100 million.The Money Market Facility may be decreased or terminated by

139、 the bank or the Company at any time without prior notice.Term LoanIn January 2025,the Company borrowed$1.5 billion on a variable-rate term loan(Term Loan)that matures in December 2027.The Term Loan wasused to finance a portion of the acquisition of RCA(see Note 2).The Term Loan bears interest at a

140、rate equal to either an adjusted SOFR plus an applicablemargin or an alternate base rate plus an applicable margin.The margins are based on the Companys public debt ratings.The Term Loan contains similarcovenants to the Multi-Currency Revolving Credit Facility.The Company has the right to prepay the

141、 borrowings under the Term Loan at any time,in whole orin part and without premium or penalty.On May 5,2025,the Company elected to make an early principal payment of$100 million on the Term Loan.Senior NotesIn December 2024,the Company issued$500 million of 4.625%senior notes due in December 2027(th

142、e 2027 Notes),$600 million of 4.850%senior notes due in December 2029(the 2029 Notes),and$700 million of 5.150%senior notes due in February 2035(the 2035 Notes).The 2027 Noteswere sold at 99.815%of the principal amount with an effective yield of 4.634%.The 2029 Notes were sold at 99.968%of the princ

143、ipal amount with aneffective yield of 4.852%.The 2035 Notes were sold at 99.945%of the principal amount with an effective yield of 5.153%.Interest on the 2027 Notes and the2029 Notes is payable semi-annually in arrears on June 15 and December 15 beginning on June 15,2025.Interest on the 2035 Notes i

144、s payable semi-annuallyin arrears on February 15 and August 15 beginning on February 15,2025.The Company used the proceeds from the 2027 Notes,the 2029 Notes,and the 2035Notes to finance a portion of the acquisition of RCA.The senior notes discussed above and also illustrated in the above debt table

145、 are collectively referred to as the Notes.Interest on the Notes is payablesemiannually in arrears.Most of the Notes were sold at small discounts to the principal amounts and,therefore,have effective yields that are greater than thestated interest rates in the table above.Costs incurred in connectio

146、n with the issuance of the Notes were deferred and are being amortized over the terms of theNotes.The indentures governing the Notes contain restrictions and covenants,which include limitations on additional indebtedness;distributions tostockholders;the repurchase of stock and the making of other re

147、stricted payments;issuance of preferred stock;creation of certain liens;transactions withsubsidiaries and other affiliates;and certain corporate acts such as mergers,consolidations,and the sale of substantially all assets.An additional covenantrequires compliance with a financial leverage ratio test

148、.The Company was compliant with all covenants as of March 31,2025.17In March 2025,the Companys$500 million of 3.250%senior notes matured and was repaid.Alliance Healthcare DebtAlliance Healthcare debt is comprised of uncommitted revolving credit facilities in various currencies with various rates.Th

149、ese facilities are used tofund its working capital needs.Nonrecourse DebtNonrecourse debt is comprised of short-term and long-term debt belonging to the Brazil subsidiaries and is repaid solely from the Brazil subsidiaryscash flows,and such debt agreements provide that the repayment of the loans(and

150、 interest thereon)is secured solely by the capital stock,physical assets,contracts,and cash flows of the Brazil subsidiaries.Note 7.Stockholders Equity and Earnings per ShareIn March 2024,the Companys Board of Directors authorized a share repurchase program allowing the Company to purchase up to$2.0

151、 billion of itsoutstanding shares of common stock,subject to market conditions.In the six months ended March 31,2025,the Company purchased 1.9 million shares of itscommon stock for a total of$435.4 million.As of March 31,2025,the Company had$882.2 million of availability under this program.Basic ear

152、nings per share is computed by dividing net income attributable to Cencora,Inc.by the weighted average number of shares of common stockoutstanding during the periods presented.Diluted earnings per share is computed by dividing net income attributable to Cencora,Inc.by the weighted averagenumber of s

153、hares of common stock outstanding,plus the dilutive effect of restricted stock units and stock options during the periods presented.The following illustrates the components of diluted weighted average shares outstanding for the periods indicated:Three months endedMarch 31,Six months endedMarch 31,(i

154、n thousands)2025202420252024Weighted average common shares outstanding-basic193,796 199,406 193,780 199,747 Dilutive effect of restricted stock units and stock options1,298 1,771 1,364 1,763 Weighted average common shares outstanding-diluted195,094 201,177 195,144 201,510 The potentially dilutive re

155、stricted stock units that were antidilutive for the three months ended March 31,2025 and 2024 were 2 thousand and 10thousand,respectively.The potentially dilutive restricted stock units that were antidilutive for the six months ended March 31,2025 and 2024 were 137thousand and 165 thousand,respectiv

156、ely.Note 8.Restructuring and Other Expenses The following illustrates expenses incurred by the Company relating to Restructuring and Other Expenses for the periods indicated:Three months endedMarch 31,Six months endedMarch 31,(in thousands)2025202420252024Restructuring and employee severance costs$2

157、5,103$11,731$44,658$23,025 Business transformation efforts26,046 33,728 51,120 58,450 Other,net1,708 30,168 2,839 28,593 Total restructuring and other expenses$52,857$75,627$98,617$110,068 Restructuring and employee severance costs in the three and six months ended March 31,2025 primarily included w

158、orkforce reductions in both of theCompanys reportable segments.Restructuring and employee severance costs in the three and six months ended March 31,2024 primarily included expensesincurred related to facility closures in connection with the Companys office optimization plan and workforce reductions

159、 in both of its reportable segments.Business transformation efforts in the three and six months ended March 31,2025 and 2024 included rebranding costs associated with the Companysname change to Cencora and non-recurring expenses related to significant strategic initiatives to improve operational eff

160、iciency,including certain technologyinitiatives.The majority of these costs are related to services provided by third-party consultants.18In February 2024,Company experienced a cybersecurity event where data from its information systems was exfiltrated.In connection with this event,the Company incur

161、red costs that were recorded in Other,net in the above table.The majority of the costs included in Other,net in the three and six monthsended March 31,2024 related to this cybersecurity event.Note 9.Legal Matters and ContingenciesIn the ordinary course of its business,the Company becomes involved in

162、 lawsuits,administrative proceedings,government subpoenas,governmentinvestigations,stockholder demands,and other disputes,including antitrust,commercial,data privacy and security,employment discrimination,intellectualproperty,product liability,regulatory,and other matters.Significant damages or pena

163、lties may be sought from the Company in some matters,and some mattersmay 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 andthe amount of the loss can be reasonably estimated.For those matters for wh

164、ich the Company has not recognized a liability,the Company cannot predict the outcome of their impact on the Company asuncertainty remains,including with regard to whether such matters will proceed to trial,whether settlements will be reached,and the amount and terms of anysuch settlements.Outcomes

165、may include settlements in significant amounts that are not currently estimable,limitations on the Companys conduct,theimposition of corporate integrity agreement obligations,consent decrees,and/or other civil and criminal penalties.From time to time,the Company is alsoinvolved in disputes with its

166、customers,which the Company generally seeks to resolve through commercial negotiations.If negotiations are unsuccessful,theparties 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 a

167、mount or range of possible losses is notreasonably 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 Companys results o

168、f operations or cash flows for that period or on theCompanys financial condition.Opioid Lawsuits and InvestigationsA significant number of counties,municipalities,and other governmental entities in a majority of U.S.states and Puerto Rico,as well as numerousstates and tribes,filed lawsuits in variou

169、s federal,state and other courts against pharmaceutical wholesale distributors(including the Company and certainsubsidiaries,such as AmerisourceBergen Drug Corporation(ABDC)and H.D.Smith,LLC(H.D.Smith),pharmaceutical manufacturers,retail pharmacychains,medical practices,and physicians relating to th

170、e distribution of prescription opioid pain medications.Starting in December 2017,more than 2,000 cases were transferred to Multidistrict Litigation(MDL)proceedings before the United States DistrictCourt for the Northern District of Ohio(the MDL Court).Since then,several cases filed by government and

171、 tribal plaintiffs that were selected as bellwethercases in the MDL have been resolved through trial or settlement.Following trial in two consolidated cases in West Virginia federal court,the court enteredjudgment in favor of the defendants,including the Company.The plaintiffs filed an appeal of the

172、 courts decision on August 2,2022,which remains pending.On July 21,2021,the Company announced that it and the two other national pharmaceutical distributors had negotiated a Distributor SettlementAgreement that,if all conditions were satisfied,would result in the resolution of a substantial majority

173、 of opioid lawsuits filed by state and local governmentalentities.The Distributor Settlement Agreement became effective on April 2,2022,and as of March 31,2025,it included 48 of 49 eligible states(the SettlingStates)as well as 99%by population of the eligible political subdivisions in the Settling S

174、tates.The Distributor Settlement Agreement requires the Companyto comply with certain requirements,including the establishment of a clearinghouse that will consolidate data from all three national pharmaceuticaldistributors.The States of Alabama and West Virginia and their subdivisions and Native Am

175、erican tribes are not a part of the Distributor Settlement Agreement,and the Company has reached separate agreements with those groups.In Maryland,a trial commenced on September 16,2024 in a case filed by the Mayor andCity Council of Baltimore.On November 12,2024,the jury returned a verdict finding

176、ABDC(and another national distributor)liable for public nuisance andassessing approximately$274 million total in compensatory damages,approximately$74 million of which was assessed against ABDC.A second phase of thetrial began on December 11,2024 related to the City of Baltimores request for an abat

177、ement remedy and proceeded as a bench trial.The Court has not yetissued its ruling from the abatement phase.While the judgment is not yet final,the Company is evaluating next steps,including a possible appeal.The$74 million is a component of the Companys$4.7 billion litigation liability as of March

178、31,2025 as described below.The MDL Court selected four cases filed by third-party payors to serve as additional litigation bellwethers.On May 31,2024,the MDL Court severedand stayed these four cases against the Company and the two other national pharmaceutical distributors,pursuant to ongoing settle

179、ment discussions to resolvelitigation filed by a putative class of third-party payors.On August 29,2024,the Company and two other national pharmaceutical distributors entered into aproposed class action19settlement agreement to resolve the opioid-related claims of a proposed settlement class of thir

180、d-party payors.Pursuant to the agreement,the Companyrecorded a$93.0 million litigation expense accrual in its fiscal 2024 Consolidated Statement of Operations.The MDL Court granted a motion for preliminaryapproval of the proposed class action settlement on September 3,2024.Following a time period fo

181、r submission of any objections or requests to be excludedfrom the settlement,the MDL granted final approval of the settlement during a fairness hearing held on January 13,2025 and entered a final approval order onJanuary 15,2025.On February 13,2025,the sole objector to the settlement filed a notice

182、of appeal of the final approval order.That appeal remains pendingbefore the United States Court of Appeals for the Sixth Circuit.On September 26,2024,the Company and two other national pharmaceutical distributors entered into a proposed class action settlement agreement toresolve the opioid-related

183、claims of a proposed settlement class of hospitals.The Company recorded a$120.9 million litigation expense accrual in its fiscal2024 Consolidated Statement of Operations,representing the Companys expected share of the potential class action settlement.Pursuant to these settlementdiscussions,a case i

184、n Alabama that involved up to eight plaintiff hospitals,and that was scheduled to begin trial on July 8,2024,was severed and stayed as tothe Company.On October 30,2024,the United States District Court for the District of New Mexico granted a motion for preliminary approval of the proposedclass actio

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

186、ame effective on April 4,2025.The Companys accrued litigation liability related to the Distributor Settlement Agreement,including the State of Alabama and an estimate for non-participating government subdivisions(with whom the Company has not reached a settlement agreement),as well as other opioid-r

187、elated litigation for which ithas reached settlement agreements,as described above,was$4.7 billion as of March 31,2025 and$4.9 billion as of September 30,2024.The$4.7 billionliability will be paid over 14 years.The Company currently estimates that$416.5 million will be paid prior to March 31,2026,wh

188、ich is recorded in AccruedExpenses and Other on the Companys Consolidated Balance Sheet.The remaining long-term liability of$4.3 billion is recorded in Accrued LitigationLiability on the Companys Consolidated Balance Sheet.While the Company has accrued its estimated liability for opioid litigation,i

189、t is unable to estimate therange of possible loss associated with the matters that are not included in the accrual.Because loss contingencies are inherently unpredictable and unfavorabledevelopments or resolutions can occur,the assessment is highly subjective and requires judgments about future even

190、ts.The Company regularly reviews opioidlitigation matters to determine whether its accrual is adequate.The amount of ultimate loss may differ materially from the amount accrued to date.Until suchtime as otherwise resolved,the Company will continue to litigate and prepare for trial and to vigorously

191、defend itself in all such matters.Since these matters arestill developing,the Company is unable to predict the outcome,but the result of these lawsuits could include excessive monetary verdicts and/or injunctiverelief that may affect the Companys operations.Additional lawsuits regarding the distribu

192、tion of prescription opioid pain medications have been filed and maycontinue to be filed by a variety of types of plaintiffs,including lawsuits filed by non-governmental or non-political entities and individuals,among others.TheCompany is vigorously defending itself in the pending lawsuits and inten

193、ds to vigorously defend itself against any threatened lawsuits or enforcementproceedings.Since July 2017,the Company has received subpoenas from several U.S.Attorneys Offices,including grand jury subpoenas from the U.S.AttorneysOffice for the District of New Jersey(USAO-NJ)and the U.S.Attorneys Offi

194、ce for the Eastern District of New York(USAO-EDNY).Those subpoenasrequested the production of a broad range of documents pertaining to the Companys distribution of controlled substances through its various subsidiaries,including ABDC,and its diversion control programs.The Company produced documents

195、in response to the subpoenas and engaged in discussions with thevarious U.S.Attorneys Offices,including the Health Care and Government Fraud Unit of the Criminal Division of the USAO-NJ,the U.S.Department ofJustice Consumer Protection Branch and the U.S.Drug Enforcement Administration,in an attempt

196、to resolve these matters.On December 29,2022,theDepartment of Justice filed a civil complaint(the Complaint)against the Company,ABDC,and Integrated Commercialization Services,LLC(ICS),asubsidiary of the Company,alleging violations of the Controlled Substances Act.Specifically,the Complaint alleges t

197、hat the Company negligently failed toreport suspicious orders to the Drug Enforcement Administration.In the Complaint,the Department of Justice seeks civil penalties and injunctive relief.ThisComplaint relates to the aforementioned and previously-disclosed investigations.On March 30,2023,the Company

198、 filed a motion to dismiss the Complaint inits entirety on behalf of itself,ABDC,and ICS.On November 6,2023,the United States District Court for the Eastern District of Pennsylvania granted in partand denied in part the motion,dismissing with prejudice all claims for civil penalties for Defendants a

199、lleged violations of the suspicious order reportingrequirement prior to October 24,2018,but otherwise denying the motion.On December 18,2023,the Company,ABDC and ICS filed an Answer andAffirmative Defenses to the Complaint.On January 23,2024,the Court entered a Scheduling Order setting the fact disc

200、overy deadline as January 9,2026 andthe expert discovery deadline as September 18,2026.The Company denies the allegations in the Complaint and intends to defend itself vigorously in thelitigation.20Shareholder Securities LitigationOn December 30,2021,Lebanon County Employees Retirement Fund and Team

201、sters Local 443 Health Services&Insurance Plan filed a complaintfor a purported derivative action in the Delaware Court of Chancery against the Company and certain of its current officers and directors.The complaint allegesclaims for breach of fiduciary duty allegedly arising from the Boards and cer

202、tain officers oversight of the Companys controlled substance diversion controlprograms.The defendants moved to dismiss the complaint on March 29,2022.On December 22,2022,the Delaware Court of Chancery granted the motion todismiss.On January 9,2023,the Plaintiffs filed a Motion for Relief from Judgme

203、nt and Order Pursuant to Rule 60(b)from the Delaware Chancery Courtsjudgment.On January 20,2023,the Plaintiffs also appealed the ruling to the Delaware Supreme Court.On March 21,2023,the Delaware Court of Chancerydenied the Plaintiffs Motion for Relief from Judgement and Order Pursuant to Rule 60(b)

204、.On December 18,2023,the Delaware Supreme Court reversed thedismissal and remanded the case to the Delaware Court of Chancery for further proceedings.On January 12,2024,the Companys Board of Directorsestablished a Special Litigation Committee(SLC)and delegated to the SLC the Boards full authority wi

205、th respect to the litigation.On March 4,2024,theDelaware Court of Chancery granted the SLCs consented-to motion to stay the action pending its investigation of the allegations of the complaint,and thelitigation remains stayed.Subpoenas,Ongoing Investigations,and Other ContingenciesFrom time to time,

206、the Company receives subpoenas or requests for information from various government agencies relating to the Companysbusiness or to the business of a customer,supplier,or other industry participant.The Companys responses often require time and effort and can result inconsiderable costs being incurred

207、.Most of these matters are resolved without incident;however,such subpoenas or requests can lead to the assertion of claimsor the commencement of civil or criminal legal proceedings against the Company and other members of the healthcare industry,as well as to substantialsettlements.In January 2017,

208、U.S.Bioservices Corporation,a former subsidiary of the Company,received a subpoena for information from the USAO-EDNYrelating to its activities in connection with billing for products and making returns of potential overpayments to government payers.A filed qui tam complaintrelated to the investigat

209、ion was unsealed in April 2019 and the relator filed an amended complaint under seal in the U.S.District Court for the Eastern Districtof New York.In December 2019,the government filed a notice that it was declining to intervene.The court ordered that the relators complaint against theCompany and ot

210、her defendants,including AmerisourceBergen Specialty Group,LLC,be unsealed.The relators complaint alleged violations of the federalFalse Claims Act and the false claims acts of various states.The relator filed a second amended complaint,removing one state false claims act count.TheCompany filed a mo

211、tion to dismiss the second amended complaint and all briefs on the motion were filed with the court on October 9,2020.The motion todismiss was granted on December 22,2022.The False Claims Act claims were dismissed with prejudice,and the state claims were dismissed withoutprejudice.On January 24,2023

212、,the relator filed Motions to Reconsider Dismissal and For Leave to Amend the Complaint.Response briefs on those motionswere 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 Ce

213、nter,filed a civil antitrust complaintagainst multiple generic drug manufacturers,and also included claims against ABDC and H.D.Smith,and other drug distributors and industry participants.Thecase is filed as a putative class action and plaintiffs purport to represent a class of drug purchasers inclu

214、ding 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.Thecomplaint alleges that ABDC,H.D.Smith,and others in the industry participated in a conspir

215、acy to fix prices,allocate markets and rig bids regarding genericdrugs.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 pla

216、intiffs filed an amended complaint,again including claims againstABDC,H.D.Smith,and other drug distributors and industry participants.On August 21,2022,the Company and other industry participants filed a motion todismiss the amended complaint.All briefs on the motion were filed with the court on Nov

217、ember 22,2022.On February 3,2025,the Court granted the motionto dismiss the amended complaint with prejudice.On March 3,2022,the United States Attorneys Office for the Western District of Virginia notified the Company of the existence of a criminalinvestigation into MWI Veterinary Supply Co.(MWI),th

218、e Companys animal health subsidiary,in connection with grand jury subpoenas to which MWIpreviously responded relating to compliance with state and federal regulatory requirements governing wholesale shipments of animal health products tocustomers.In October 2024,the Company reached an agreement in p

219、rinciple to resolve these claims.While negotiations are still ongoing and no agreement hasbeen finalized,pursuant to the agreement in principle the Company recorded a$49.1 million litigation expense accrual in its fiscal 2024 ConsolidatedStatement of Operations.This liability is included in Accrued

220、Expenses and Other on the Companys Consolidated Balance Sheet as of March 31,2025.21Note 10.Antitrust SettlementsNumerous lawsuits have been filed against certain brand pharmaceutical manufacturers alleging that the manufacturer,by itself or in concert withothers,took improper actions to delay or pr

221、event generic drugs from entering the market.These lawsuits are generally brought as class actions.The Companyhas not been 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 thesepharmaceutical manufacturers).N

222、one of the lawsuits has gone to trial,but some have settled in the past with the Company receiving proceeds from thesettlement funds.The Company recognized gains related to these lawsuits of$198.6 million and$8.7 million in the three months ended March 31,2025 and2024,respectively.The Company recogn

223、ized gains related to these lawsuits of$221.5 million and$57.0 million in the six months ended March 31,2025 and2024,respectively.These gains,which are net of attorney fees and estimated payments due to other parties,were recorded as reductions to cost of goods sold inthe Companys Consolidated State

224、ments of Operations.Note 11.Fair Value of Financial InstrumentsThe recorded amounts of the Companys cash and cash equivalents,accounts receivable,and accounts payable as of March 31,2025 andSeptember 30,2024 approximate fair value based upon the relatively short-term nature of these financial instru

225、ments.Within Cash and Cash Equivalents,theCompany had no investments in money market accounts as of March 31,2025 and had$1,190.0 million of investments in money market accounts as ofSeptember 30,2024.The fair value of the money market accounts was determined based upon unadjusted quoted prices in a

226、ctive 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 31,2025 were$7,085.9 million and$6,829.6million,respectively.The recorded amount of long-term debt and the corresponding fair value as of

227、 September 30,2024 were$3,811.7 million and$3,588.0million,respectively.The fair value of long-term debt was determined based upon inputs other than quoted prices,otherwise known as Level 2 inputs.Note 12.Business Segment Information The Company is organized geographically based upon the products an

228、d services it provides to its customers and reports its results under two reportablesegments:U.S.Healthcare Solutions and International Healthcare Solutions.The following illustrates reportable and operating segment disaggregated revenue as required by Accounting Standards Codification 606,Revenuefr

229、om Contracts with Customer,for the periods indicated:Three months endedMarch 31,Six months endedMarch 31,(in thousands)2025202420252024U.S.Healthcare Solutions:Human Health$66,920,799$59,984,359$139,573,942$123,882,524 Animal Health1,363,032 1,308,538 2,743,017 2,594,175 Total U.S.Healthcare Solutio

230、ns68,283,831 61,292,897 142,316,959 126,476,699 International Healthcare Solutions:Alliance Healthcare5,771,990 5,754,980 11,771,190 11,480,544 Other Healthcare Solutions1,401,566 1,368,405 2,859,707 2,713,068 Total International Healthcare Solutions7,173,556 7,123,385 14,630,897 14,193,612 Interseg

231、ment eliminations(3,714)(1,975)(7,123)(3,171)Revenue$75,453,673$68,414,307$156,940,733$140,667,140 The following illustrates reportable segment operating income information for the periods indicated:Three months endedMarch 31,Six months endedMarch 31,(in thousands)2025202420252024U.S.Healthcare Solu

232、tions$1,033,150$841,064$1,800,494$1,539,188 International Healthcare Solutions159,301 192,720 341,394 380,315 Intersegment eliminations(187)(316)Total segment operating income$1,192,264$1,033,784$2,141,572$1,919,503 22The following reconciles total segment operating income to income before income ta

233、xes for the periods indicated:Three months endedMarch 31,Six months endedMarch 31,(in thousands)2025202420252024Total segment operating income$1,192,264$1,033,784$2,141,572$1,919,503 Gains from antitrust litigation settlements198,646 8,714 221,516 56,962 LIFO(expense)credit(39,469)22,835(32,145)71,2

234、80 Turkey highly inflationary impact(14,479)(23,053)(21,634)(40,279)Acquisition-related intangibles amortization(137,011)(164,799)(301,867)(330,523)Litigation and opioid-related expenses,net(11,524)(225,985)(28,289)(147,068)Acquisition-related deal and integration expenses(99,380)(22,610)(138,092)(4

235、3,673)Restructuring and other expenses(52,857)(75,627)(98,617)(110,068)Operating income1,036,190 553,259 1,742,444 1,376,134 Other loss,net3,546 22,063 61,420 20,976 Interest expense,net103,988 64,130 131,921 104,694 Income before income taxes$928,656$467,066$1,549,103$1,250,464 Segment operating in

236、come is evaluated by the Chief Operating Decision Maker 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,net;acquisition-related deal and integra

237、tion expenses;and restructuring and other expenses.All corporate office expenses are allocated to the operating segment level.Litigation and opioid-related expenses,net in the three and six months ended March 31,2024 includes a$214.0 million litigation accrual for ongoinglitigation related to the di

238、stribution of prescription opioid medications(see Note 9).The six-month period ended March 31,2024 also includes a net$92.2 million opioid litigation settlement accrual reduction primarily as a result of the Companys prepayment of the net present value of a future obligation aspermitted under its op

239、ioid settlement agreements.The Company recorded a$35.5 million loss on the divestiture of non-core businesses in the six months ended March 31,2025 in other loss,net.23Table of ContentsITEM 2.Managements Discussion and Analysis of Financial Condition and Results of OperationsIn reviewing this Manage

240、ments Discussion and Analysis of Financial Condition and Results of Operations,please note that we face manyuncertainties and risks related to various economic,political and regulatory environments in which we operate,both within the U.S.and internationally.Referto the headings“Item 1A.Risk Factors”

241、in Part I of our Annual Report on Form 10-K for the year ended September 30,2024,as well as the heading“Cautionary Note Regarding Forward-Looking Statements”above for additional information related to our present business environment.Recent DevelopmentOn January 2,2025,we acquired an 85%interest in

242、Retina Consultants of America(RCA)for$4,036.1 million in cash(subject to customary post-closing adjustments),$694.4 million of contingent consideration related to equity units for certain RCA physicians and members of management that retainedthe remaining 15%interest in RCA,$556.0 million for the se

243、ttlement of a receivable resulting from a pre-existing commercial relationship between us andRCA,and$393.1 million for contingent consideration payable to the sellers associated with RCAs achievement of certain predefined business objectives infiscal 2027 and fiscal 2028(see Note 2 of the Notes to C

244、onsolidated Financial Statements for the preliminary allocation of the purchase price).We funded thecash purchase price through a combination of cash on hand and new debt financing(see Note 6 of the Notes to Consolidated Financial Statements).We believethe acquisition of RCA will allow us to broaden

245、 our relationships with community providers and to build on our leadership in specialty pharmaceuticals.RCAsresults of operations are included in the U.S.Healthcare Solutions segment within our business segment information.Executive Summary This executive summary provides highlights from the results

246、 of operations that follow:Revenue increased by$7.0 billion,or 10.3%,and$16.3 billion,or 11.6%,from the prior year quarter and six-month period,respectively,primarily due to growth in the U.S.Healthcare Solutions segment.The U.S.Healthcare Solutions segment grew its revenue by$7.0 billion,or 11.4%,a

247、nd$15.8 billion,or 12.5%,from the prior year quarter and six-month period,respectively,primarily due to overall market growthlargely driven by unit volume growth,including increased sales of products labeled for diabetes and/or weight loss in the GLP-1 class of$2.2billion,or 36.1%,and$5.4 billion,or

248、 44.5%,from the prior year quarter and six-month period,respectively,and increased sales of specialtyproducts to physician practices and health systems.International Healthcare Solutions revenue increased by$0.1 billion,or 0.7%,and$0.4billion,or 3.1%,from the prior year quarter and six-month period,

249、respectively.Gross profit increased by$521.8 million,or 20.6%,and$611.0 million,or 12.2%,from the prior year quarter and six-month period,respectively,primarily due to the increases in gross profit in the U.S.Healthcare Solutions segment and larger gains from antitrust litigationsettlements,offset i

250、n part by last-in,first-out(LIFO)expense in the current year periods in comparison to LIFO credits in the prior yearperiods and decreases in gross profit in the International Healthcare Solutions segment.U.S.Healthcare Solutions gross profit increased by$441.7 million,or 26.3%,and$555.5 million,or 1

251、7.1%,from the prior year quarter and six-month period,respectively.Gross profit inInternational Healthcare Solutions decreased by$55.1 million,or 6.5%,and$22.1 million,or 1.3%,from the prior year quarter and six-month period,respectively.Total operating expenses increased by$38.9 million,or 2.0%,and

252、$244.7 million,or 6.7%,from the prior year quarter and six-month period,respectively,primarily due to the January 2025 acquisition of RCA and the increase in acquisition-related deal and integration expenses,offset in part by a large decrease in litigation and opioid-related expenses in the current

253、year quarter.Total segment operating income increased by$158.5 million,or 15.3%,and$222.1 million,or 11.6%,from the prior year quarter and six-month period,respectively.U.S.Healthcare Solutions operating income increased by$192.1 million,or 22.8%,and$261.3 million,or17.0%,from the prior year quarter

254、 and six-month period,respectively.International Healthcare Solutions operating income decreased by$33.4 million,or 17.3%,and$38.9 million,or 10.2%,from the prior year quarter and six-month period,respectively.Our effective tax rates were 22.7%and 21.8%for the three and six months ended March 31,202

255、5,respectively.Our effective tax rates were9.8%and 18.1%for the three and six months ended March 31,2024,respectively.The effective tax rates for the three and six months endedMarch 31,2025 were higher than the U.S.statutory rate primarily due to U.S.state income taxes,offset in part by the benefit

256、of non-U.S.income taxed at rates lower than the U.S.statutory rate and benefits associated with equity compensation.The effective tax rates for the threeand six months ended March 31,2024 were lower than the U.S.statutory rate primarily due to discrete tax benefits associated with foreignvaluation a

257、llowance adjustments,non-U.S.income taxed at rates lower than the U.S.statutory rate,and tax benefits associated with equitycompensation,offset in part by U.S.state income taxes.24Table of ContentsResults of OperationsRevenueThree months endedMarch 31,Six months endedMarch 31,(dollars in thousands)2

258、0252024Change20252024ChangeU.S.Healthcare Solutions:Human Health$66,920,799$59,984,359 11.6%$139,573,942$123,882,524 12.7%Animal Health1,363,032 1,308,538 4.2%2,743,017 2,594,175 5.7%Total U.S.Healthcare Solutions68,283,831 61,292,897 11.4%142,316,959 126,476,699 12.5%International Healthcare Soluti

259、ons:Alliance Healthcare5,771,990 5,754,980 0.3%11,771,190 11,480,544 2.5%Other Healthcare Solutions1,401,566 1,368,405 2.4%2,859,707 2,713,068 5.4%Total International HealthcareSolutions7,173,556 7,123,385 0.7%14,630,897 14,193,612 3.1%Intersegment eliminations(3,714)(1,975)(7,123)(3,171)Revenue$75,

260、453,673$68,414,307 10.3%$156,940,733$140,667,140 11.6%Our future revenue growth will continue to be affected by various factors,such as industry growth trends,including drug utilization(e.g.,productslabeled for diabetes and/or weight loss in the GLP-1 class),the introduction of new,innovative brand

261、therapies and vaccines,the likely increase in the numberof 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-namepharmaceutical manufacturers and the rate of conversion from brand products to those generic

262、 drugs and biosimilars,price inflation and price deflation,generaleconomic conditions in the United States and Europe,currency exchange rates,competition within the industry,customer consolidation,changes inpharmaceutical manufacturer pricing and distribution policies and practices,increased downwar

263、d pressure on government and other third-party reimbursementrates to our customers,and changes in government rules and regulations.Revenue increased by$7.0 billion,or 10.3%,and$16.3 billion,or 11.6%,from the prior year quarter and six-month period,respectively,primarilydue to growth in the U.S.Healt

264、hcare Solutions segment.The U.S.Healthcare Solutions segment grew its revenue by$7.0 billion,or 11.4%,and$15.8 billion,or 12.5%,from the prior year quarter and six-month period,respectively,primarily due to overall market growth largely driven by unit volume growth,including increased sales of produ

265、cts labeled fordiabetes and/or weight loss in the GLP-1 class of$2.2 billion,or 36.1%,and$5.4 billion,or 44.5%,from the prior year quarter and six-month period,respectively,and increased sales of specialty products to physician practices and health systems.Sales,including GLP-1 products,to our two l

266、argest customersincreased by$0.8 billion and$4.2 billion from the prior year quarter and six-month period,respectively.International Healthcare Solutions revenue increased by$0.1 billion,or 0.7%,and$0.4 billion,or 3.1%,from the prior year quarter and six-monthperiod,respectively.The revenue increase

267、 in the six months ended March 31,2025 was primarily due to increased sales of$0.3 billion at our Europeandistribution business and increased sales of$0.1 billion at our Canadian business.A number of our contracts with customers,including group purchasing organizations,are typically subject to expir

268、ation each year.We may lose a keycustomer if an existing contract with such customer expires without being extended,renewed,or replaced.During the six months ended March 31,2025,nokey contracts expired.Additionally,from time to time,key contracts may be terminated in accordance with their terms or e

269、xtended,renewed,or replaced priorto their expiration dates.If those contracts are extended,renewed,or replaced at less favorable terms,they may also negatively impact our revenue,results ofoperations,and cash flows.As previously disclosed,we anticipate the June 2025 loss of an oncology customer in c

270、onnection with its pending acquisition,and,during the three months ended March 31,2025,we received a notice of non-renewal.25Table of ContentsGross ProfitThree months endedMarch 31,Six months endedMarch 31,(dollars in thousands)20252024Change20252024ChangeU.S.Healthcare Solutions$2,120,511$1,678,814

271、 26.3%$3,806,253$3,250,764 17.1%International Healthcare Solutions796,160 851,259(6.5)%1,646,530 1,668,654(1.3)%Intersegment eliminations(1,560)(546)(2,673)(546)Gains from antitrust litigationsettlements198,646 8,714 221,516 56,962 LIFO(expense)credit(39,469)22,835(32,145)71,280 Turkey highly inflat

272、ionary impact(14,479)(23,053)(21,634)(40,279)Gross profit$3,059,809$2,538,023 20.6%$5,617,847$5,006,835 12.2%Gross profit increased by$521.8 million,or 20.6%,and$611.0 million,or 12.2%,from the prior year quarter and six-month period,respectively,primarilydue to the increases in gross profit in the

273、U.S.Healthcare Solutions segment and larger gains from antitrust litigation settlements,offset in part by LIFOexpense in the current year periods in comparison to LIFO credits in the prior year periods and decreases in gross profit in the International HealthcareSolutions segment.U.S.Healthcare Solu

274、tions gross profit increased by$441.7 million,or 26.3%,and$555.5 million,or 17.1%,from the prior year quarter and six-monthperiod,respectively,primarily due to increased sales and the January 2025 acquisition of RCA.As a percentage of revenue,U.S.Healthcare Solutions grossprofit margins were 3.11%an

275、d 2.67%in the current year quarter and six-month period,respectively,and represent increases of 37 basis points and 10 basispoints from the prior year quarter and six-month period,respectively.The current year quarter increase of 37 basis points was primarily due to the January 2025acquisition of RC

276、A.The six-month period increase of 10 basis points was primarily due to the January 2025 acquisition of RCA,offset in part by higher salesof GLP-1 products,which have lower gross profit margins,and lower sales of COVID vaccines,which have higher gross profit margins.Gross profit in International Hea

277、lthcare Solutions decreased by$55.1 million,or 6.5%,and$22.1 million,or 1.3%,from the prior year quarter andsix-month period,respectively.The decrease in the current year quarter is primarily due to declines in gross profit at our European distribution business and ourglobal specialty logistics busi

278、ness.The decrease in the current year six-month period is primarily due to a decline in gross profit at our global specialty logisticsbusiness,offset in part by an increase in gross profit at our European distribution business.We recognized gains from antitrust litigation settlements with pharmaceut

279、ical manufacturers of$198.6 million and$8.7 million in the three monthsended March 31,2025 and 2024,respectively,and$221.5 million and$57.0 million in the six months ended March 31,2025 and 2024,respectively.The gainswere recorded as reductions to Cost of Goods Sold(see Note 10 of the Notes to Conso

280、lidated 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 annualLIFO provision.The annual LIFO provision,which we estimate on a quarterly basis,is affected by manufacturer pricing pra

281、ctices,which may be impacted bymarket and other external influences,expected changes in inventory quantities,and product mix,many of which are difficult to predict.Changes to any of theabove factors may have a material impact on our annual LIFO provision.Based on estimates in our current fiscal year

282、 LIFO provision,the LIFO expense in thecurrent year periods,in comparison to LIFO credits in the prior year periods,is primarily due to higher brand pharmaceutical inflation.We recognized expense in Cost of Goods Sold of$14.5 million and$23.1 million in the three months ended March 31,2025 and 2024,

283、respectively,and$21.6 million and$40.3 million in the six months ended March 31,2025 and 2024,respectively,related to the impact of Turkey highly inflationaryaccounting driven by the continued weakening of the Turkish Lira.26Table of ContentsOperating ExpensesThree months endedMarch 31,Six months en

284、dedMarch 31,(dollars in thousands)20252024Change20252024ChangeDistribution,selling,andadministrative$1,600,040$1,388,810 15.2%$3,072,095$2,787,557 10.2%Depreciation and amortization259,818 271,732(4.4)%538,310 542,335(0.7)%Litigation and opioid-related expenses,net11,524 225,985 28,289 147,068 Acqui

285、sition-related deal andintegration expenses99,380 22,610 138,092 43,673 Restructuring and other expenses52,857 75,627 98,617 110,068 Total operating expenses$2,023,619$1,984,764 2.0%$3,875,403$3,630,701 6.7%Distribution,selling,and administrative expenses increased by$211.2 million,or 15.2%,and$284.

286、5 million,or 10.2%,compared to the prior yearquarter and six-month period,respectively,primarily due to the January 2025 acquisition of RCA and to support our revenue growth.As a percentage ofrevenue,distribution,selling,and administrative expenses were 2.12%and 1.96%in the current year quarter and

287、six-month period,respectively,and representan increase of 9 basis points compared to the prior year quarter and a decline of 2 basis points compared to the prior year six-month period.The increase fromthe prior year quarter was primarily due to the January 2025 acquisition of RCA,offset in part by o

288、ur improved operating leverage from our 10.3%revenuegrowth.The decline from the prior year six-month period was primarily due to our improved operating leverage from our 11.6%revenue growth,offset in partby the January 2025 acquisition of RCA.Depreciation expense increased 14.7%and 11.5%from the pri

289、or year quarter and six-month period,respectively,and amortization expense decreased16.6%and 8.5%from the prior year quarter and six month period,respectively.The decline in amortization expense is due to certain tradenames becomingfully amortized in connection with our company name change to Cencor

290、a and the gradual transition away from other tradenames used,which were acquiredthrough prior acquisitions.Litigation and opioid-related expenses,net in the three and six months ended March 31,2025 included legal fees in connection with opioid lawsuitsand investigations.Litigation and opioid-related

291、 expenses,net in the three months ended March 31,2024 included a$214.0 million litigation accrual forongoing litigation related to the distribution of prescription opioid medications and$12.0 million of legal fees in connection with opioid lawsuits andinvestigations.Litigation and opioid-related exp

292、enses,net in the six months ended March 31,2024 included a$214.0 million litigation accrual for ongoinglitigation related to the distribution of prescription opioid medications and$25.2 million of legal fees in connection with opioid lawsuits and investigations,offset in part by a net$92.2 million o

293、pioid litigation settlement accrual reduction primarily as a result of our prepayment of the net present value of a futureobligation as permitted under our opioid settlement agreements.Acquisition-related deal and integration expenses in the three and six months ended March 31,2025 primarily include

294、d costs related to the acquisitionof RCA,including a$37.5 million expense related to equity units retained by RCA physicians and members of management(see Note 2 of the Notes toConsolidated Financial Statements),and the continued integration of PharmaLex.Acquisition-related deal and integration expe

295、nses in the three and six monthsended March 31,2024 primarily related to the integration of Alliance Healthcare and PharmaLex.Restructuring and other expenses are comprised of the following:Three months endedMarch 31,Six months endedMarch 31,(in thousands)2025202420252024Restructuring and employee s

296、everance costs$25,103$11,731$44,658$23,025 Business transformation efforts26,046 33,728 51,120 58,450 Other,net1,708 30,168 2,839 28,593 Total restructuring and other expenses$52,857$75,627$98,617$110,068 Restructuring and employee severance costs in the three and six months ended March 31,2025 prim

297、arily included workforce reductions in both of ourreportable segments.Restructuring and employee severance costs in the three and six months ended March 31,2024 primarily included expenses incurredrelated to facility closures in connection with our office optimization plan and workforce reductions i

298、n both of our reportable segments.27Table of ContentsBusiness transformation efforts in the three and six months ended March 31,2025 and 2024 included rebranding costs associated with our namechange to Cencora and non-recurring expenses related to significant strategic initiatives to improve operati

299、onal efficiency,including certain technologyinitiatives.The majority of these costs are related to services provided by third-party consultants.In February 2024,we experienced a cybersecurity event where data from our information systems was exfiltrated.In connection with this event,weincurred costs

300、 that were recorded in Other,net in the above table.The majority of the costs included in Other,net in the three and six months ended March 31,2024 related to this cybersecurity event.Operating IncomeThree months endedMarch 31,Six months endedMarch 31,(dollars in thousands)20252024Change20252024Chan

301、geU.S.Healthcare Solutions$1,033,150$841,064 22.8%$1,800,494$1,539,188 17.0%International Healthcare Solutions159,301 192,720(17.3)%341,394 380,315(10.2)%Intersegment eliminations(187)(316)Total segment operating income1,192,264 1,033,784 15.3%2,141,572 1,919,503 11.6%Gains from antitrust litigation

302、settlements198,646 8,714 221,516 56,962 LIFO(expense)credit(39,469)22,835(32,145)71,280 Turkey highly inflationary impact(14,479)(23,053)(21,634)(40,279)Acquisition-related intangiblesamortization(137,011)(164,799)(301,867)(330,523)Litigation and opioid-related expenses,net(11,524)(225,985)(28,289)(

303、147,068)Acquisition-related deal and integrationexpenses(99,380)(22,610)(138,092)(43,673)Restructuring and other expenses(52,857)(75,627)(98,617)(110,068)Operating income$1,036,190$553,259 87.3%$1,742,444$1,376,134 26.6%U.S.Healthcare Solutions operating income increased by$192.1 million,or 22.8%,an

304、d$261.3 million,or 17.0%,from the prior year quarter and sixmonth-period,respectively,primarily due to the increases in gross profit,as noted above,and were offset in part by the increases in operating expenses.As apercentage of revenue,U.S.Healthcare Solutions operating income margins were 1.51%and

305、 1.27%in the current year quarter and six-month period,respectively,and represent increases of 14 basis points and 5 basis points from the prior year quarter and six-month period,respectively,due to the increasesgross profit margin,as described above in the Gross Profit section,offset in part by inc

306、reases in the operating expense margin.International Healthcare Solutions operating income decreased by$33.4 million,or 17.3%,and$38.9 million,or 10.2%,from the prior year quarterand six-month period,respectively.The decrease in the current year quarter was primarily due to lower operating income at

307、 our global specialty logisticsbusiness and our European distribution business.The decrease in the current year six-month period was primarily due to lower operating income at our globalspecialty logistics business.Other Loss,NetOther loss,net of$61.4 million in the six months ended March 31,2025 in

308、cludes a$35.5 million loss on the divestiture of non-core businesses.28Table of ContentsInterest Expense,NetInterest expense,net and the respective weighted average interest rates for the three months ended March 31,2025 and 2024 are as follows:20252024(dollars in thousands)AmountWeighted AverageInt

309、erest RateAmountWeighted AverageInterest RateInterest expense$132,318 4.49%$76,810 4.18%Interest income(28,330)4.94%(12,680)4.77%Interest expense,net$103,988$64,130 Interest expense,net increased by$39.9 million,or 62.2%,from the prior year quarter due to the increase in interest expense,offset in p

310、art by anincrease in interest income.The increase in interest expense was primarily due to the issuance of our$1.8 billion of senior notes in December 2024 and the$1.5 billion variable-rate term loan,which we borrowed in January 2025 to finance a portion of the RCA acquisition,and increased revolvin

311、g credit facilityborrowings to cover seasonal short-term working capital needs.The increase in interest income was driven by higher average investment cash balances andhigher investment interest rates outside the United States in the current year quarter in comparison to the prior year quarter.Inter

312、est expense,net and the respective weighted average interest rates for the six months ended March 31,2025 and 2024 are as follows:20252024(dollars in thousands)AmountWeighted AverageInterest RateAmountWeighted AverageInterest RateInterest expense$193,499 4.28%$135,426 3.98%Interest income(61,578)5.2

313、0%(30,732)4.98%Interest expense,net$131,921$104,694 Interest expense,net increased by$27.2 million,or 26.0%,from the prior year six-month period due to the increase in interest expense,offset in partby an increase in interest income.The increase in interest expense was primarily due to the issuance

314、of our$1.8 billion of senior notes in December 2024 andthe$1.5 billion variable-rate term loan,which we borrowed in January 2025 to finance a portion of the RCA acquisition,and increased revolving credit facilityborrowings to cover seasonal short-term working capital needs,offset in part by lower fo

315、reign subsidiary interest expense.The increase in interest income wasdriven by higher average investment cash balances and higher investment interest rates outside the United States in the current year six-month period incomparison to the prior year period.Income Tax ExpenseOur effective tax rates w

316、ere 22.7%and 21.8%for the three and six months ended March 31,2025,respectively.Our effective tax rates were 9.8%and18.1%for the three and six months ended March 31,2024,respectively.The effective tax rates for the three and six months ended March 31,2025 were higherthan the U.S.statutory rate prima

317、rily due to U.S.state income taxes,offset in part by the benefit of non-U.S.income taxed at rates lower than the U.S.statutoryrate and benefits associated with equity compensation.The effective tax rates for the three and six months ended March 31,2024 were lower than the U.S.statutory rate primaril

318、y due to discrete tax benefits associated with foreign valuation allowance adjustments,non-U.S.income taxed at rates lower than the U.S.statutory rate,and tax benefits associated with equity compensation,offset in part by U.S.state income taxes.Liquidity and Capital Resources Our operating results h

319、ave generated cash flows,which,together with availability under our debt agreements and credit terms from suppliers,have providedsufficient capital resources to finance working capital and cash operating requirements,and to fund capital expenditures,acquisitions,repayment of debt,thepayment of inter

320、est 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 thepayment of dividends,fund purchases of our common stock,finance acquisitions,

321、and fund capital expenditures and routine growth and expansion through newbusiness opportunities.Future cash flows from operations and borrowings are expected to be sufficient to fund our ongoing cash requirements,including theopioid litigation payments that will be made over the next 14 years(see b

322、elow).29Table of ContentsAs of March 31,2025 and September 30,2024,our cash and cash equivalents held by foreign subsidiaries were$837.2 million and$851.3 million,respectively.We have the ability to repatriate the majority of our cash and cash equivalents held by our foreign subsidiaries without inc

323、urring significantadditional 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,mayrequire the use of our credit facilities to fund short-term capital needs.Our cash balances in the six mon

324、ths ended March 31,2025 and 2024 were supplementedby intra-period credit facility borrowings to cover short-term working capital needs.The largest amount of intra-period borrowings under our revolving andsecuritization credit facilities that was outstanding at any one time during the six months ende

325、d March 31,2025 and 2024 was$5.1 billion and$3.2 billion,respectively.We had$42.9 billion and$47.9 billion of cumulative intra-period borrowings that were repaid under our credit facilities during the six monthsended March 31,2025 and 2024,respectively.Cash FlowsWe generated$632.5 million of cash fr

326、om operations during the six months ended March 31,2025 compared to$6.7 million of cash from operationsduring the six months ended March 31,2024,an increase of$625.7 million.The increase in the current year six-month period was in part driven by our growth,which resulted in an increase in net income

327、 plus non-cash items of$367.1 million.The timing of cash receipts and disbursements can significantly impact ourworking capital.The change in working capital accounts provided a year-over-year increase in cash of$450.2 million,in part due to delayed collections ofapproximately$600 million from certa

328、in customers in the six months ended March 31,2024 as a result of the February 2024 Change Healthcare cyberattack,aswell as the timing of cash receipts from customers and the timing of disbursements to suppliers.During the six months ended March 31,2025,our operating activities provided cash of$632.

329、5 million and was principally the result of the following:Net income of$1,211.1 million;andPositive non-cash items of$815.5 million,which is primarily comprised of amortization expense of$308.2 million and depreciation expense of$237.2 million.The cash provided by the above items was offset in part

330、by the following:A decrease in accounts payable of$669.5 million primarily due to the timing of scheduled payments to our suppliers;A decrease in accrued expenses of$489.5 million primarily due to the payment of accrual liabilities that were on our Consolidated Balance Sheet as ofSeptember 30,2024,i

331、ncluding$226.0 million of opioid litigation settlement payments;andAn increase in accounts receivable of$218.0 million primarily due to an increase in sales and the timing of scheduled payments from our customers.During the six months ended March 31,2024,our operating activities provided cash of$6.7

332、 million and was principally the result of the following:Net income of$1,024.2 million;Positive non-cash items of$635.3 million,which is primarily comprised of amortization expense of$335.5 million and depreciation expense of$222.7 million;andAn increase in accounts payable of$497.7 million primaril

333、y due to the increase in our inventory balances and the timing of scheduled payments to oursuppliers.The cash provided by the above items was offset in part by the following:An increase in accounts receivable of$1,682.1 million primarily due to an increase in sales and the timing of scheduled payments from our customers,including delayed collections of approximately$600 million from certain custom