0001140859-26-000020.txt : 20260506
0001140859-26-000020.hdr.sgml : 20260506
20260506144123
ACCESSION NUMBER: 0001140859-26-000020
CONFORMED SUBMISSION TYPE: 10-Q
PUBLIC DOCUMENT COUNT: 71
CONFORMED PERIOD OF REPORT: 20260331
FILED AS OF DATE: 20260506
DATE AS OF CHANGE: 20260506
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: Cencora, Inc.
CENTRAL INDEX KEY: 0001140859
STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122]
ORGANIZATION NAME: 07 Trade & Services
EIN: 233079390
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0930
FILING VALUES:
FORM TYPE: 10-Q
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-16671
FILM NUMBER: 26947760
BUSINESS ADDRESS:
STREET 1: 1 WEST FIRST AVENUE
CITY: CONSHOHOCKEN
STATE: PA
ZIP: 19428
BUSINESS PHONE: 610-727-7000
MAIL ADDRESS:
STREET 1: 1 WEST FIRST AVENUE
CITY: CONSHOHOCKEN
STATE: PA
ZIP: 19428
FORMER COMPANY:
FORMER CONFORMED NAME: AMERISOURCEBERGEN CORP
DATE OF NAME CHANGE: 20010517
10-Q
1
cor-20260331.htm
10-Q
cor-20260331
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED March 31, 2026
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ___________ TO___________
Commission file number 1-16671
CENCORA, INC.
(Exact name of registrant as specified in its charter)
Delaware
23-3079390
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
1 West First Avenue
Conshohocken,
PA
19428-1800
(Address of principal executive offices)
(Zip Code)
(610) 727-7000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of exchange on which registered
Common stock, par value $0.01 per share
COR
New York Stock Exchange
(NYSE)
2.875% Senior Notes due 2028
COR28
New York Stock Exchange
(NYSE)
3.625% Senior Notes due 2032
COR32
New York Stock Exchange
(NYSE)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesý No o
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yesý No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).
Large accelerated filerý Accelerated filer o Non-accelerated filer o Smaller reporting company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý
The number of shares of common stock of Cencora, Inc. outstanding as of April 30, 2026 was 194,561,060.
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements may include, without limitation, statements regarding our financial position, business strategy and the plans and objectives of management for our future operations; future liabilities and other obligations; anticipated trends and prospects in the industries in which our business operates; new products, services and related strategies; and capital allocation, including share repurchases and dividends. These statements may constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Quarterly Report on Form 10-Q, words such as “aim,” “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “on track,” “opportunity,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “strive,” “sustain,” “synergy,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
These forward-looking statements reflect management’s current views with respect to future events, subject to uncertainty and changes in circumstances, and are based on assumptions as of the date of this Quarterly Report on Form 10-Q. Although we believe that the assumptions underlying the forward-looking statements are reasonable, we can give no assurance that our expectations will be attained. Factors that could have a material adverse effect on our financial condition, liquidity, results of operations or future prospects or that could cause actual results, performance or achievements to differ materially from our expectations include, but are not limited to:
•our ability to respond to general macroeconomic conditions and geopolitical uncertainties, including changes or uncertainties in U.S. policies, financial market volatility and disruption, inflationary concerns, interest and currency exchange rates, and uncertain economic conditions in the United States and abroad;
•our ability to respond to changes or uncertainty in the policies of countries and regions in which we do business, including with respect to trade policies, tariffs, or other protective measures, which can disrupt our global operations, as well as the operations of our customers and suppliers;
•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 resolution of any contract or other dispute with customers 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 relationships with Walgreens and Boots UK Ltd. (“Boots”), including with respect to the pharmaceutical distribution agreement and/or the global generic purchasing services arrangement;
•risks that acquisitions of or investments in businesses, including the acquisitions of Retina Consultants of America (“RCA”) and OneOncology, LLC (“OneOncology”) fail to achieve expected or targeted future financial and operating performance and results;
•our ability to manage and complete divestitures;
•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, our service providers, or third-party business partners to anticipate or detect data or information security breaches or other cyberattacks, including due to the evolution of artificial intelligence (“AI”) or otherwise;
•our ability to manage foreign expansion, including non-compliance with the U.S. Foreign Corrupt Practices Act, anti-bribery laws, economic sanctions and import laws and regulations;
•risks associated with our international operations, including changes to laws and regulations in countries where we do business, financial and other impacts of macroeconomic and geopolitical trends and events, including rising nationalism, the conflict in Ukraine, evolving conditions in the Middle East, and related regional and global ramifications;
•unfavorable trends in brand and generic pharmaceutical pricing, including the rate or frequency of price inflation or deflation;
•changes in the U.S. healthcare and regulatory environment, including changes that could impact vaccine and prescription drug coverage, reimbursement, pricing, distribution, and contracting, as well as other regulatory changes from the Executive Branch, including executive orders, and resulting from the One Big Beautiful Bill Act (“OBBBA”);
•the bankruptcy, insolvency, or other credit failure of a significant supplier or 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 opioid medications, controlled substance medications, or other medications, and the diversion of such medications;
•uncertainties associated with litigation, including the outcome of any legal or governmental proceedings that may be instituted against us, continued investigation, prosecution or suit by federal and state governmental entities and other parties of alleged violations of laws and regulations regarding opioid medications, controlled substance medications, or other medications, and any related disputes;
•the outcome of any legal or governmental proceedings that may be instituted against us, including material adverse resolution of pending legal proceedings;
•risks generally associated with data privacy regulation and the protection and international transfer of proprietary business information or personal data;
•our ability to protect our reputation;
•our ability to address events outside of our control, such as widespread public health issues, natural disasters, government policy changes, and political events; and
•the impairment of goodwill or other intangible assets resulting in a charge to earnings.
As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements. Unless required by federal securities laws, we assume no obligation to update any of these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated, to reflect circumstances or events that occur after the statements are made.
Note 1. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements present the consolidated financial position, results of operations, and cash flows of Cencora, Inc. and its subsidiaries, including less-than-wholly-owned subsidiaries in which Cencora, Inc. has a controlling financial interest (the “Company”), as of the dates and for the periods indicated. All significant intercompany accounts and transactions have been eliminated in consolidation.
The accompanying unaudited consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments (consisting only of normal recurring accruals, except as otherwise disclosed herein) considered necessary to present fairly the financial position as of March 31, 2026 and the results of operations and cash flows for the interim periods ended March 31, 2026 and 2025 have been included. Certain information and disclosures normally included in financial statements presented in accordance with U.S. GAAP, but which are not required for interim reporting purposes, have been omitted. The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual amounts could differ from these estimated amounts. Certain reclassifications have been made to prior-period amounts to conform to the current year presentation.
New Reporting Structure
The Company undertook a strategic review of its business to ensure alignment with its growth priorities and strategic drivers. As a result of this review, beginning in the first quarter of fiscal 2026, the Company reorganized certain business components within its reporting structure. The Company’s revised reporting structure is comprised of U.S. Healthcare Solutions, International Healthcare Solutions, and Other. The U.S. Healthcare Solutions reportable segment consists of U.S. Human Health (excluding legacy U.S. Consulting Services). The International Healthcare Solutions reportable segment consists of Alliance Healthcare, Innomar, World Courier, and strategic components of PharmaLex. Other, which is not considered a reportable segment, consists of businesses for which the Company has begun to explore strategic alternatives and includes MWI Animal Health, Profarma, U.S. Consulting Services, and the other components of PharmaLex. The Company’s previously reported segment results have been revised to conform to its re-aligned reporting structure. Refer to Note 6 and Note 13 for the Company’s presentation of goodwill and segment results, respectively, under the new reporting structure.
Restricted Cash
The Company is required to maintain certain cash deposits with banks mainly consisting of deposits restricted under contractual agency agreements and cash restricted by law and other obligations.
The following represents a reconciliation of cash and cash equivalents in the Consolidated Balance Sheets to cash, cash equivalents, and restricted cash in the Consolidated Statements of Cash Flows:
(amounts in thousands)
March 31, 2026
September 30, 2025
March 31, 2025
September 30, 2024
(unaudited)
(unaudited)
Cash and cash equivalents
$
2,176,496
$
4,356,138
$
1,978,061
$
3,132,648
Restricted cash (included in Prepaid Expenses and Other)
59,766
38,411
132,298
98,596
Restricted cash (included in Other Assets)
—
—
68,207
66,636
Cash, cash equivalents, and restricted cash
$
2,236,262
$
4,394,549
$
2,178,566
$
3,297,880
10
Recently Adopted Accounting Pronouncements
As of March 31, 2026, there were no recently-adopted accounting standards that had a material impact on the Company’s financial position, results of operations, cash flows, or notes to the financial statements upon their adoption.
Recently Issued Accounting Pronouncements Not Yet Adopted
In December 2023, the Financial Accounting Standards Board (“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 by jurisdiction. ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted. The guidance should be applied prospectively, but entities have the option to apply it retrospectively for each period presented. The Company is evaluating the impact of adopting this new accounting guidance.
In November 2024, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”).” ASU 2024-03 requires disaggregated disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. Expense captions should be disaggregated to include expenses related to purchases of inventory, employee compensation, depreciation, and intangible asset amortization. ASU 2024-03 applies to public entities and is effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The guidance should be applied prospectively with the option for retrospective application. The Company is evaluating the impact of adopting this new accounting guidance.
Note 2. Acquisitions
OneOncology Acquisition
On February 2, 2026, the Company acquired the majority of the outstanding equity interests that it did not previously own in OneOncology, a physician-led national platform empowering independent medical specialty practices rooted in oncology, for total fair value consideration of $7,387.1 million, which included cash consideration of $4,648.7 million, $1,934.2 million of fair value of its previously held equity method investment, $752.1 million of estimated contingent consideration for certain OneOncology physicians and members of management that retained an 8% interest in OneOncology, and $52.0 million for the settlement of a receivable resulting from a pre-existing commercial arrangement between the Company and OneOncology. The Company funded the transaction through a combination of new debt financing (see Note 7) and cash on-hand. The Company believes the acquisition of OneOncology allows it to broaden its relationships with community oncology providers and to build on 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 estimated fair values at the date of the acquisition in the table that follows. The allocation as of March 31, 2026 is pending the finalization of the third-party appraisals of intangible assets and corresponding deferred taxes, the finalization of working capital and related account balances, and the lease right-of-use assets and liabilities. There can be no assurance that the estimated amounts recorded as of March 31, 2026 will represent the final purchase price allocation.
11
(in thousands)
Consideration
Cash
$
4,648,720
Fair value of previously held equity method investment in OneOncology
1,934,224
Estimated contingent consideration
752,141
Settlement of a receivable resulting from a pre-existing commercial relationship
51,990
Estimated fair value of total consideration
$
7,387,075
Recognized amounts of identifiable assets acquired and liabilities assumed
Cash and cash equivalents
$
58,891
Accounts receivable
257,831
Inventories
13,177
Prepaid expenses and other
21,091
Property and equipment
482,389
Goodwill
3,870,747
Other intangible assets
3,072,000
Other assets
643,426
Total assets acquired
$
8,419,552
Accounts payable
$
19,644
Accrued expenses and other
190,007
Short-term debt
45,358
Long-term debt
323,985
Deferred income taxes
84,179
Other liabilities
364,386
Total liabilities assumed
$
1,027,559
Net assets acquired
$
7,391,993
Fair value of previously held equity method investment in OneOncology
(1,934,224)
Estimated contingent consideration
(752,141)
Settlement of a receivable resulting from a pre-existing commercial relationship
(51,990)
Noncontrolling interest
(4,918)
Total cash paid
4,648,720
Cash acquired
(58,891)
Net cash paid
$
4,589,829
The estimated acquisition date fair value of the Company’s previously held equity method investment in OneOncology was based on the purchase price to acquire the majority of the outstanding equity interests.
As part of the acquisition, certain OneOncology physicians and members of management retained equity in OneOncology. The Company evaluated the equity unit arrangements to determine if the contingent payments were part of the purchase price or post-acquisition compensation expense, which would be recognized over any future service period. The $752.1 million of contingent consideration relates to the retained equity units and represents purchase consideration, as there is no post-acquisition service requirement. The majority of the estimated contingent consideration was recorded at its fair value based on the unit price that the Company paid to acquire OneOncology multiplied by the number of equity units retained by OneOncology physicians and members of management, plus the fair value of an embedded option feature related to these equity units. The fair value of the retained units, including the embedded option feature, represents a Level 3 fair value measurement. The embedded option feature was valued using a Monte Carlo simulation, including assumptions related to the equity unit values, discount rate, and volatility.
12
The estimated fair value of the intangible assets acquired and the estimated useful lives are as follows:
(in thousands, except useful lives)
Fair Value
Useful Life
Management Service Agreement
$
2,750,000
20
Trade name
300,000
15
Developed technology
16,000
5
Acquired Dataset
6,000
3
Total
$
3,072,000
Goodwill reflects the intangible assets that do not qualify for separate recognition. Approximately $2,440 million of goodwill resulting from this acquisition is expected to be deductible for income tax purposes.
The Company incurred $54.3 million of acquisition-related costs in connection with this acquisition in the six months ended March 31, 2026. These costs were recognized in Acquisition and Divestiture-Related Deal and Integration Expenses in the Company’s Consolidated Statements of Operations.
The Company’s consolidated results of operations since the acquisition date include $313.7 million of revenue from the Management Services Organization and certain consolidated OneOncology practices. The operating results from the majority of the OneOncology practices are not consolidated. OneOncology’s operating results are consolidated as a component of the U.S. Healthcare Solutions reportable segment (see Note 13).
In connection with the acquisition of OneOncology, the Company recorded a $1,086.6 million gain on the remeasurement of its equity method investment and the extinguishment of the put option liability related to its previously held investment in OneOncology in other (income) loss, net in the three and six months ended March 31, 2026.
RCA Acquisition
On January 2, 2025, the Company acquired an 85% interest in Retina Consultants of America (“RCA”) for $4,042.0 million in cash, $694.4 million of contingent consideration related to equity units for certain RCA physicians and members of management that retained the remaining 15% interest in RCA, $545.7 million for the settlement of a net receivable resulting from a pre-existing commercial relationship between the Company and RCA, and $393.1 million for contingent consideration payable to the sellers associated with RCA’s achievement of certain predefined business objectives in fiscal 2027 and fiscal 2028. The Company funded the cash purchase price through a combination of cash on hand and new debt financing. The Company believes the acquisition of RCA allows it to broaden its relationships with community providers and to build on its leadership in specialty pharmaceuticals within its U.S. Healthcare Solutions reportable segment.
As part of the acquisition, certain RCA physicians and members of management retained equity in RCA. The Company evaluated the equity unit arrangements to determine if the contingent payments were part of the purchase price or post-acquisition compensation expense, which would be recognized over any future service period. The $694.4 million of contingent consideration for the retained equity units was concluded to be a part of the purchase price and initially recorded at its fair value at the time of the acquisition based on the unit price that the Company paid to acquire RCA times the number of equity units retained by RCA physicians and members of management, and represents a Level 3 fair value measurement. The equity units retained by RCA physicians have an embedded option feature that is a liability classified compensation arrangement and is being expensed ratably over a period of 1.5 years. The fair value of the embedded option feature was determined using a Black-Scholes model that included assumptions for the equity unit value, expected life, and volatility and represents a Level 3 fair value measurement. The Company recognized an expense of $93.9 million related to this embedded option feature and other incentive units granted in connection with the RCA acquisition in Acquisition and Divestiture-Related Deal and Integration Expenses in its Consolidated Statement of Operations for the six months ended March 31, 2026. The Company’s estimated liability related to these equity units was $909.5 million and $815.2 million as of March 31, 2026 and September 30, 2025, respectively, and is recorded in Other Liabilities on the Company’s Consolidated Balance Sheets.
The $393.1 million of contingent consideration represented an initial estimate for RCA’s achievement of certain predefined business objectives in fiscal 2027 and fiscal 2028 and provides for the potential payment to the sellers of up to $500 million in the aggregate. The fair value of this liability was determined based on a weighted probability of the achievement of these objectives and represents a Level 3 fair value measurement. The Company’s estimated liability related to the achievement of these predefined business objectives is $412.6 million and includes $300.0 million in Accrued Expenses and Other and $112.6 million in Other Liabilities on its Consolidated Balance Sheet as of March 31, 2026. The Company’s estimated liability was $412.6 million as of September 30, 2025 and was recorded in Other Liabilities on its Consolidated Balance Sheet.
13
The Company previously completed the purchase price allocation as of December 31, 2025. The final purchase price has been allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of the acquisition in the table that follows:
(in thousands)
Consideration
Cash
$
4,042,007
Total estimated contingent consideration
1,087,450
Settlement of a net receivable resulting from a pre-existing commercial relationship
545,738
Estimated fair value of total consideration
$
5,675,195
Recognized amounts of identifiable assets acquired and liabilities assumed
Cash and cash equivalents
$
143,312
Accounts receivable
450,744
Inventories
110,564
Prepaid expenses and other
12,866
Property and equipment
173,098
Goodwill
4,780,042
Other intangible assets
178,000
Deferred income taxes
40,903
Other assets
182,307
Total assets acquired
$
6,071,836
Accounts payable
$
72,385
Accrued expenses and other
163,499
Accrued income taxes
4,258
Other liabilities
156,164
Total liabilities assumed
$
396,306
Net assets acquired
$
5,675,530
Total estimated contingent consideration
(1,087,450)
Settlement of a net receivable resulting from a pre-existing commercial relationship
(545,738)
Noncontrolling interest
(335)
Total cash paid
4,042,007
Cash acquired
(143,312)
Net cash paid
$
3,898,695
The estimated fair value of the trade name acquired is $178.0 millionand the estimated useful life is 15 years.
Goodwill reflects the intangible assets that do not qualify for separate recognition. Approximately $1,071 million of goodwill resulting from this acquisition is expected to be deductible for income tax purposes.
The Company incurred $65.1 million of acquisition-related costs in connection with this acquisition. These costs were recognized in the Company’s Consolidated Statements of Operations in the fiscal year ended September 30, 2025.
Note 3. Assets and Liabilities Held for Sale
The Company entered into an agreement in the second quarter of fiscal 2026 to sell its MWI Animal Health business, an operating segment within Other (see Note 13). In connection with this agreement, the Company concluded that the MWI Animal Health disposal group met the held for sale criteria and classified its assets and liabilities as held for sale as of March 31, 2026. The Company’s assets and liabilities held for sale as of March 31, 2026 also include its U.S. Consulting
14
Services business, which is included within Other. On April 30, 2026, the Company divested its U.S. Consulting Services business.
Total assets and liabilities of the disposal groups held for sale on the March 31, 2026 Consolidated Balance Sheet are comprised of the following:
(in thousands)
Cash and cash equivalents
$
24,487
Accounts receivable, less allowance for credit losses
875,587
Inventories
870,593
Prepaid expenses and other
10,767
Property and equipment, net
143,584
Goodwill
1,255,384
Other intangible assets
546,867
Other assets
122,397
Total assets held for sale
$
3,849,666
Accounts payable
$
603,456
Accrued expenses and other
84,836
Deferred income taxes
134,334
Other liabilities
29,323
Total liabilities held for sale
$
851,949
Note 4. Variable Interest Entity
The Company has substantial governance rights over Profarma Distribuidora de Produtos Farmacêuticos S.A. (“Profarma”) that allow it to direct the activities that significantly impact Profarma’s economic performance. As such, the Company consolidates the operating results of Profarma in its consolidated financial statements. The Company is not obligated to provide future financial support to Profarma.
The following assets and liabilities of Profarma are included in the Company’s Consolidated Balance Sheets:
(in thousands)
March 31, 2026
September 30, 2025
Cash and cash equivalents
$
10,366
$
70,796
Accounts receivables, net
308,577
260,759
Inventories
284,941
303,480
Prepaid expenses and other
54,740
55,981
Property and equipment, net
77,182
65,410
Other intangible assets
51,733
53,861
Other long-term assets
108,359
99,519
Total assets
$
895,898
$
909,806
Accounts payable
$
322,500
$
349,876
Accrued expenses and other
68,167
71,383
Short-term debt
77,772
116,361
Long-term debt
122,569
65,390
Deferred income taxes
7,977
11,986
Other long-term liabilities
82,910
75,132
Total liabilities
$
681,895
$
690,128
15
Profarma’s assets can only be used to settle its obligations, and its creditors do not have recourse to the general credit of the Company.
Note 5. Income Taxes
The Company files income tax returns in U.S. federal, state, and various foreign jurisdictions. As of March 31, 2026, the Company had unrecognized tax benefits, defined as the aggregate tax effect of differences between tax return positions and the benefits recognized in the Company’s financial statements, of $680.5 million ($622.1 million, net of federal benefit). If recognized, $586.5 million of these tax benefits would have reduced income tax expense and the effective tax rate. Included in this amount is $74.7 million of interest and penalties, which the Company records in Income Tax Expense in its Consolidated Statements of Operations. In the six months ended March 31, 2026, unrecognized tax benefits increased by $40.0 million.
The Company’s effective tax rates were 22.0% and 21.5% for the three and six months ended March 31, 2026, respectively. The Company’s effective tax rates were 22.7% and 21.8% for the three and six months ended March 31, 2025, respectively. The effective tax rates for the three and six months ended March 31, 2026 and 2025 were higher than the U.S. statutory rate primarily due to U.S. state income taxes, offset in part by the benefit of income taxed at rates lower than the U.S. statutory rate and tax benefits associated with equity compensation.
Note 6. Goodwill and Other Intangible Assets
In connection with the change in the Company's reporting structure described in Note 1, the Company reallocated goodwill from the U.S. Healthcare Solutions reportable segment to Other based on the reporting units that were transferred. The following is a summary of the changes in the carrying value of goodwill, by reportable segment, for the six months ended March 31, 2026:
(in thousands)
U. S. Healthcare Solutions
International Healthcare Solutions
Other
Total
Goodwill as of September 30, 2025
$
11,104,990
$
2,571,530
$
—
$
13,676,520
Reallocated goodwill
(1,421,428)
—
1,421,428
—
Goodwill recognized in connection with acquisitions
4,149,998
72,617
—
4,222,615
Purchase accounting adjustments
5,813
—
—
5,813
Goodwill impairment
—
—
(165,665)
(165,665)
Goodwill reclassified to assets held for sale (Note 3)
—
—
(1,255,384)
(1,255,384)
Foreign currency translation
—
(30,851)
(379)
(31,230)
Goodwill as of March 31, 2026
$
13,839,373
$
2,613,296
$
—
$
16,452,669
The Company recorded a goodwill impairment of $165.7 million related to its U.S. Consulting Services business that was classified as held for sale as of March 31, 2026.
The following is a summary of other intangible assets:
March 31, 2026
September 30, 2025
(in thousands)
Weighted Average Remaining Useful Life
Gross Carrying Amount
Accumulated Amortization
Net Carrying Amount
Gross Carrying Amount
Accumulated Amortization
Net Carrying Amount
Indefinite-lived trade names
$
17,000
$
—
$
17,000
$
17,000
$
—
$
17,000
Finite-lived:
Customer relationships
13 years
4,001,013
(1,317,462)
2,683,551
5,250,912
(1,860,484)
3,390,428
Other intangible assets
19 years
4,159,765
(805,600)
3,354,165
1,457,176
(1,090,423)
366,753
Total other intangible assets
$
8,177,778
$
(2,123,062)
$
6,054,716
$
6,725,088
$
(2,950,907)
$
3,774,181
Amortization expense for finite-lived intangible assets was $117.2 million and $138.0 million in the three months ended March 31, 2026 and 2025, respectively. Amortization expense for finite-lived intangible assets was $243.3 million and $303.8 million in the six months ended March 31, 2026 and 2025, respectively. Amortization expense for finite-lived intangible assets is estimated to be $466.4 million in fiscal 2026, $443.4 million in fiscal 2027, $432.1 million in fiscal 2028, $417.4 million in fiscal 2029, $394.3 million in fiscal 2030, and $4,127.4 million thereafter.
16
Note 7. Debt
Debt consisted of the following:
(in thousands)
March 31, 2026
September 30, 2025
Multi-currency revolving credit facility due in 2030
$
28,744
$
—
Receivables securitization facility due in 2028
—
—
Term loan due in 2027
799,300
799,043
Term loan due in 2028
299,630
—
Term loan due in 2029
999,076
—
Money market facility due in 2027
—
—
Working capital credit facility due in 2026
—
—
$750,000, 3.450% senior notes due 2027
748,570
748,150
$500,000, 4.625% senior notes due 2027
497,921
497,309
€500,000, 2.875% senior notes due 2028
572,378
583,903
$500,000, 3.950% senior notes due 2029
496,984
—
$600,000, 4.850% senior notes due 2029
597,006
596,603
$500,000, 2.800% senior notes due 2030
497,480
497,174
$500,000, 4.250% senior notes due 2030
496,108
—
$1,000,000, 2.700% senior notes due 2031
994,398
993,838
€500,000, 3.625% senior notes due 2032
570,009
581,685
$500,000, 4.600% senior notes due 2033
496,502
—
$500,000, 5.125% senior notes due 2034
495,398
495,104
$700,000, 5.150% senior notes due 2035
695,186
694,909
$1,000,000, 4.900% senior notes due 2036
989,677
—
$500,000, 4.250% senior notes due 2045
495,901
495,792
$500,000, 4.300% senior notes due 2047
494,221
494,088
$500,000, 5.650% senior notes due 2056
491,643
—
Alliance Healthcare debt
48,643
1,424
OneOncology physician notes
380,404
—
Nonrecourse debt
200,341
181,751
Total debt
12,385,520
7,660,773
Less borrowings outstanding under the multi-currency revolving credit facility
28,744
—
Less Alliance Healthcare current portion
48,643
1,424
Less OneOncology physician notes current portion
47,501
—
Less nonrecourse current portion
77,772
116,361
Long-term debt
$
12,182,860
$
7,542,988
Multi-Currency Revolving Credit Facility and Commercial Paper Program
The Company had a $4.5 billion multi-currency senior unsecured revolving credit facility (the “Multi-Currency Revolving Credit Facility”) with a syndicate of lenders. In January 2026, the Company amended and restated the Multi-Currency Revolving Credit Facility to increase the aggregate amount of the commitments under this facility to $5.5 billion. The Multi-Currency Revolving Credit Facility is scheduled to expire in June 2030. Interest on borrowings under the Multi-Currency Revolving Credit Facility accrues at specified rates based upon the Company’s debt rating. The Company pays facility fees to maintain the availability under the Multi-Currency Revolving Credit Facility at specified rates based on its debt rating. The Company may choose to repay or reduce its commitments under the Multi-Currency Revolving Credit Facility at any time. The Multi-Currency Revolving Credit Facility contains covenants, including compliance with a financial leverage ratio test, as well as others that impose limitations on, among other things, indebtedness of subsidiaries and asset sales, with which the Company was compliant as of March 31, 2026. There were $28.7 million of borrowings outstanding under the Multi-Currency Revolving Credit Facility as of March 31, 2026 and none outstanding as of September 30, 2025.
17
The Company has a $4.5 billion commercial paper program. The commercial paper program does not increase the Company’s borrowing capacity, and it is fully backed by its Multi-Currency Revolving Credit Facility. The Company may, from time to time, issue short-term promissory notes in an aggregate amount of up to $4.5 billion at any one time. Amounts available under the program may be borrowed, repaid, and re-borrowed from time to time. The maturities on the notes will vary but may not exceed 365 days from the date of issuance. The notes will bear interest, if interest bearing, or will be sold at a discount from their face amounts. There were no borrowings outstanding under the commercial paper program as of March 31, 2026 and September 30, 2025.
Receivables Securitization Facility
The Company has a $1.5 billion receivables securitization facility (the “Receivables Securitization Facility”), which is scheduled to expire in June 2028. The Receivables Securitization Facility has an accordion feature that allows the Company to increase the commitment on the Receivables Securitization Facility by up to $500 million, subject to lender approval. Interest rates are based on prevailing market rates for short-term commercial paper or 30-day Term SOFR, plus a program fee. The Company pays a customary unused fee at prevailing market rates, monthly, to maintain the availability under the Receivables Securitization Facility. The Receivables Securitization Facility contains similar covenants to the Multi-Currency Revolving Credit Facility, with which the Company was compliant as of March 31, 2026. There were no borrowings outstanding under the Receivables Securitization Facility as of March 31, 2026 and September 30, 2025.
In connection with the Receivables Securitization Facility, AmerisourceBergen Drug Corporation and a specialty distribution subsidiary sell on a revolving basis certain accounts receivable to Amerisource Receivables Financial Corporation, a wholly-owned special purpose entity, which in turn sells a percentage ownership interest in the receivables to financial institutions and commercial paper conduits sponsored by financial institutions. AmerisourceBergen Drug Corporation is the servicer of the accounts receivable under the Receivables Securitization Facility. As sold receivables are collected, additional receivables may be sold up to the maximum amount available under the facility. The Company uses the facility as a financing vehicle because it generally offers an attractive interest rate relative to other financing sources. The Company securitizes its trade accounts, which are generally non-interest bearing, in transactions that are accounted for as borrowings.
Money Market Facility
The Company has an uncommitted, unsecured line of credit available to it pursuant to a money market credit agreement (the “Money Market Facility”) that allows the Company to request short-term unsecured revolving credit loans in a principal amount not to exceed $500 million on or after April 1 and before December 1 of any year and increases to $750 million on or after December 1 and before March 31 of any year. The Money Market Facility may be decreased or terminated by the bank or the Company at any time without prior notice. There were no borrowings outstanding under the Money Market Facility as of March 31, 2026 and September 30, 2025.
Working Capital Credit Facility
The Company has an uncommitted, unsecured line of credit to support its working capital needs (the “Working Capital Credit Facility”). The Working Capital Credit Facility provides the Company with the ability to request short-term, unsecured revolving credit loans from time to time in a principal amount not to exceed $500 million. The Working Capital Credit Facility expires in July 2026 and may be decreased or terminated by the bank or the Company at any time without prior notice. There were no borrowings outstanding under the Working Capital Credit Facility as of March 31, 2026 and September 30, 2025.
Term Loans
In January 2026, the Company entered into an agreement pursuant to which it obtained a $1.5 billion delayed draw multi-year senior unsecured term loan facility. In connection with this facility, in February 2026, the Company borrowed $500 million on a variable-rate term loan that matures in February 2028 (the “2028 Term Loan”) and $1.0 billion on a variable-rate term loan that matures in February 2029 (the “2029 Term Loan”) to finance a portion of the acquisition of OneOncology (see Note 2). The Company elected to make principal payments of $200.0 million in March 2026 and $300.0 million in April 2026 to repay the 2028 Term Loan.
The above term loans bear interest at a rate equal to either a Term SOFR rate or a Daily Simple SOFR rate, plus an applicable margin, or an alternate base rate, plus an applicable margin, in each case based on the Company’s public debt ratings. The Company has the right to prepay the term loans at any time, in whole or in part and without premium or penalty.
18
364-Day Term Loan Facility
In February 2026, the Company borrowed $3.0 billion under a senior unsecured term loan facility (the “364-Day Term Loan Facility”) with a syndicate of lenders. The 364-Day Term Loan Facility was used to finance a portion of the acquisition of OneOncology. In February 2026, the Company repaid the 364-Day Term Loan Facility with the issuance of senior notes (see below) and terminated the 364-Day Term Loan Facility.
Senior Notes
In February 2026, the Company issued the following senior notes (in thousands except for interest rates):
Description
Principal
Interest Rate
Maturity Date
Discount
Effective Yield
2029 Notes
$
500,000
3.950%
February 2029
99.880%
3.955%
2030 Notes
$
500,000
4.250%
November 2030
99.810%
4.258%
2033 Notes
$
500,000
4.600%
February 2033
99.947%
4.602%
2036 Notes
$
1,000,000
4.900%
February 2036
99.664%
4.917%
2056 Notes
$
500,000
5.650%
February 2056
99.456%
5.681%
Interest on the 2029 Notes, the 2033 Notes, the 2036 Notes, and the 2056 Notes is payable semi-annually in arrears on August 13 and February 13 beginning on August 13, 2026. Interest on the 2030 Notes is payable semi-annually in arrears on May 15 and November 15 beginning on May 15, 2026. The Company used the proceeds from these notes to repay the 364-Day Term Loan Facility.
The senior notes discussed and illustrated in the debt table above are collectively referred to as the “Notes.” Interest on the Notes is payable semiannually in arrears, with the exception of the 2028 Notes and the 2032 Notes, which are paid annually in arrears. Most of the Notes were sold at small discounts to the principal amounts and, therefore, have effective yields that are greater than the stated interest rates in the table above. Costs incurred in connection with the issuance of the Notes were deferred and are being amortized over the terms of the Notes. The indentures governing the Notes contain restrictions and covenants, which include limitations on additional indebtedness; distributions to stockholders; the repurchase of stock and the making of other restricted payments; issuance of preferred stock; creation of certain liens; transactions with subsidiaries and other affiliates; and certain corporate acts such as mergers, consolidations, and the sale of substantially all assets. An additional covenant requires compliance with a financial leverage ratio test. The Company was compliant with all covenants as of March 31, 2026.
Alliance Healthcare Debt
Alliance Healthcare debt is comprised of uncommitted revolving credit facilities in various currencies with various rates. All of the outstanding borrowings as of March 31, 2026 were held in Türkiye. These facilities are used to fund its working capital needs.
OneOncology Physician Notes
OneOncology has promissory notes outstanding with physician practices at various rates and maturities.
Nonrecourse Debt
Nonrecourse debt is comprised of short-term and long-term debt belonging to the Brazil subsidiaries and is repaid solely from the Brazil subsidiaries’ cash flows and such debt agreements provide that the repayment of the loans (and interest thereon) is secured solely by the capital stock, physical assets, contracts, and cash flows of the Brazil subsidiaries.
Note 8. Stockholders’ Equity and Earnings per Share
In March 2024, the Company’s Board of Directors authorized a share repurchase program allowing the Company to purchase up to $2.0 billion of its outstanding shares of common stock, subject to market conditions. In the six months ended March 31, 2026, the Company did not purchase any shares of its common stock. As of March 31, 2026, the Company had $882.2 million of availability under this program.
Basic earnings per share is computed by dividing net income attributable to Cencora, Inc. by the weighted average number of shares of common stock outstanding during the periods presented. Diluted earnings per share is computed by dividing net income attributable to Cencora, Inc. by the weighted average number of shares of common stock outstanding, plus the dilutive effect of restricted stock units and stock options during the periods presented.
19
The following illustrates the components of diluted weighted average shares outstanding for the periods indicated:
Three months ended March 31,
Six months ended March 31,
(in thousands)
2026
2025
2026
2025
Weighted average common shares outstanding - basic
194,545
193,796
194,383
193,780
Dilutive effect of restricted stock units and stock options
838
1,298
969
1,364
Weighted average common shares outstanding - diluted
195,383
195,094
195,352
195,144
The potentially dilutive restricted stock units that were antidilutive for the three months ended March 31, 2026 and 2025 were 9 thousand and 2 thousand, respectively. The potentially dilutive restricted stock units that were antidilutive for the six months ended March 31, 2026 and 2025 were 96 thousand and 137 thousand, respectively.
Note 9. Restructuring and Other Expenses, Net
The following illustrates expenses incurred by the Company relating to Restructuring and Other Expenses, Net for the periods indicated:
Three months ended March 31,
Six months ended March 31,
(in thousands)
2026
2025
2026
2025
Restructuring and employee severance costs, net
$
27,828
$
25,103
$
31,506
$
44,658
Business transformation efforts
12,450
26,046
22,576
51,120
Other, net
595
1,708
957
2,839
Total restructuring and other expenses, net
$
40,873
$
52,857
$
55,039
$
98,617
Restructuring and employee severance costs, net in the three and six months ended March 31, 2026 primarily included costs associated with workforce reductions. Restructuring and employee severance costs, net in the six months ended March 31, 2026 also included a gain on the sale of a facility. Restructuring and employee severance costs, net in the three and six months ended March 31, 2025 primarily included costs associated with workforce reductions.
Business transformation efforts in the three and six months ended March 31, 2026 and 2025 included non-recurring expenses related to significant strategic initiatives to improve operational efficiency, including certain technology initiatives. Business transformation efforts in the three and six months ended March 31, 2025 also included rebranding costs associated with the Company’s name change to Cencora. The majority of these costs are related to services provided by third-party consultants.
Note 10. Legal Matters and Contingencies
In the ordinary course of its business, the Company becomes involved in lawsuits, administrative proceedings, government subpoenas, government investigations, stockholder demands, and other disputes, including antitrust, commercial, data privacy and security, employment discrimination, intellectual property, product liability, regulatory, and other matters. Significant damages or penalties may be sought from the Company in some matters, and some matters may require years for the Company to resolve. The Company records a reserve for these matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.
For those matters for which the Company has not recognized a liability, the Company cannot predict the outcome of their impact on the Company as uncertainty remains, including with regard to whether such matters will proceed to trial, whether settlements will be reached, and the amount and terms of any such settlements. Outcomes may include settlements in significant amounts that are not currently estimable, limitations on the Company’s conduct, the imposition of corporate integrity agreement obligations, consent decrees, and/or other civil and criminal penalties. From time to time, the Company is also involved in disputes with its customers, which the Company generally seeks to resolve through commercial negotiations. If negotiations are unsuccessful, the parties may litigate the dispute or otherwise attempt to settle the matter.
With respect to the specific legal proceedings and claims described below, unless otherwise noted, the amount or range of possible losses is not reasonably estimable. There can be no assurance that the settlement, resolution, or other outcome of one or more matters, including the matters set forth below, during any subsequent reporting period will not have a material adverse effect on the Company’s results of operations or cash flows for that period or on the Company’s financial condition.
20
Opioid Lawsuits and Investigations
A significant number of counties, municipalities, and other governmental entities in a majority of U.S. states and Puerto Rico, as well as numerous states and tribes, filed lawsuits in various federal, state and other courts against pharmaceutical wholesale distributors (including the Company and certain subsidiaries, such as AmerisourceBergen Drug Corporation (“ABDC”) and H.D. Smith, LLC (“H.D. Smith”)), pharmaceutical manufacturers, retail pharmacy chains, medical practices, and physicians relating to the 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 District Court for the Northern District of Ohio (the “MDL Court”). Since then, several cases filed by government and tribal plaintiffs that were selected as bellwether cases in the MDL have been resolved through trial or settlement. Following trial in two consolidated cases in the United States District Court for the Southern District of West Virginia (the “West Virginia District Court”), the West Virginia District Court entered judgment in favor of the defendants, including the Company. The plaintiffs filed an appeal of the West Virginia District Court’s decision in the United States Court of Appeals for the Fourth Circuit (the “Fourth Circuit”) on August 2, 2022. On October 28, 2025, the Fourth Circuit issued its opinion in the case, vacated the West Virginia District Court’s judgment, and remanded the case back to the West Virginia District Court for further proceedings consistent with the Fourth Circuit’s opinion. The West Virginia District Court directed the parties to submit additional briefing and scheduled a hearing for March 24, 2026, which was subsequently rescheduled to May 28, 2026.
On July 21, 2021, the Company announced that it and the two other national pharmaceutical distributors had negotiated a Distributor Settlement Agreement that, if all conditions were satisfied, would result in the resolution of a substantial majority of opioid lawsuits filed by state and local governmental entities. The Distributor Settlement Agreement became effective on April 2, 2022, and as of March 31, 2026, it included 48 of 49 eligible states (the “Settling States”) as well as 99% by population of the eligible political subdivisions in the Settling States. The Distributor Settlement Agreement requires the Company to comply with certain requirements, including the establishment of a clearinghouse that will consolidate data from all three national pharmaceutical distributors. The States of Alabama and West Virginia and their subdivisions and Native American tribes are not a part of the Distributor Settlement Agreement, and the Company has reached separate agreements with those groups.
In Maryland, a trial commenced on September 16, 2024 in a case filed by the Mayor and City Council of Baltimore in the Circuit Court for Baltimore City (the “Baltimore Circuit Court”). On November 12, 2024, the jury returned a verdict finding ABDC (and another national distributor) liable for public nuisance and assessing approximately $274 million total in compensatory damages, approximately $74 million of which was assessed against ABDC. A second phase of the trial began on December 11, 2024 related to the City of Baltimore’s request for an abatement remedy and proceeded as a bench trial. On June 12, 2025, the Baltimore Circuit Court issued a ruling on the defendants’ post-trial motions relating to the first phase of the trial. The Circuit Court upheld the jury’s finding of liability but granted the defendants a new trial on the extent of damages to correct certain errors and due to the excessive nature of the jury’s damages award. In the alternative, the Baltimore Circuit Court granted remittitur, through which the Baltimore Circuit Court reduced the compensatory damages assessed against ABDC to approximately $14.4 million. The Baltimore Circuit Court issued its ruling regarding the City of Baltimore’s request for abatement on August 8, 2025, assessing approximately $28 million against ABDC for abatement measures, bringing the overall monetary award assessed against ABDC to approximately $42.4 million. On August 14, 2025, the City of Baltimore informed the Baltimore Circuit Court that it would accept the reduced damages award as reflected in the Baltimore Circuit Court’s post-trial ruling, in lieu of a new trial. On September 2, 2025, the Baltimore Circuit Court entered final judgment. In October 2025, ABDC (and the other national distributor) filed a notice of appeal to the Appellate Court of Maryland, and the City of Baltimore filed a notice of cross-appeal. In November 2025, both the City of Baltimore and ABDC (and the other national distributor) filed petitions for a writ of certiorari (bypass) with the Supreme Court of Maryland (the “Maryland Supreme Court”). On April 24, 2026, the Maryland Supreme Court granted the parties’ petitions, vacated the judgment against the defendants, and remanded the case to the Baltimore Circuit Court for further proceedings consistent with the Maryland Supreme Court’s opinion in Express Scripts, Inc. et al. v. Anne Arundel County, Maryland, in which the Maryland Supreme Court declined to expand Maryland nuisance law to cover opioid-related claims against pharmacies and pharmacy benefit managers.
The Company’s accrued litigation liability related to the Distributor Settlement Agreement, including the State of Alabama and an estimate for non-participating government subdivisions (with whom the Company has not reached a settlement agreement), as well as other opioid-related litigation for which it has reached settlement agreements, as described above, was $4.3 billion as of March 31, 2026 and September 30, 2025. The $4.3 billion liability will be paid over 13 years. The Company currently estimates that $415.7 million will be paid prior to March 31, 2027, which is recorded in Accrued Expenses and Other on the Company’s Consolidated Balance Sheet. The remaining long-term liability of $3.9 billion is recorded in Accrued Litigation Liability on the Company’s Consolidated Balance Sheet. While the Company has accrued its estimated liability for opioid litigation, it is unable to estimate the range of possible loss associated with the matters that are not included in the
21
accrual. Because loss contingencies are inherently unpredictable and unfavorable developments or resolutions can occur, the assessment is highly subjective and requires judgments about future events. The Company regularly reviews opioid litigation matters to determine whether its accrual is adequate. The amount of ultimate loss may differ materially from the amount accrued to date. Until such time as otherwise resolved, the Company will continue to litigate and prepare for trial and to vigorously defend itself in all such matters. Since these matters are still developing, the Company is unable to predict the outcome, but the result of these lawsuits could include excessive monetary verdicts and/or injunctive relief that may affect the Company’s operations. Additional lawsuits regarding the distribution of prescription opioid pain medications have been filed and may continue to be filed by a variety of types of plaintiffs, including lawsuits filed by non-governmental or non-political entities and individuals, among others. The Company is vigorously defending itself in the pending lawsuits and intends to vigorously defend itself against any threatened lawsuits or enforcement proceedings.
Since July 2017, the Company has received subpoenas from several U.S. Attorney’s Offices, including grand jury subpoenas from the U.S. Attorney’s Office for the District of New Jersey (“USAO-NJ”) and the U.S. Attorney’s Office for the Eastern District of New York (“USAO-EDNY”). Those subpoenas requested the production of a broad range of documents pertaining to the Company’s distribution of controlled substances through its various subsidiaries, including ABDC, and its diversion control programs. The Company produced documents in response to the subpoenas and engaged in discussions with the various U.S. Attorney’s Offices, including the Health Care and Government Fraud Unit of the Criminal Division of the USAO-NJ, the U.S. Department of Justice Consumer Protection Branch and the U.S. Drug Enforcement Administration, in an attempt to resolve these matters. On December 29, 2022, the Department of Justice filed a civil complaint (the “Complaint”) against the Company, ABDC, and Integrated Commercialization Services, LLC (“ICS”), a subsidiary of the Company, alleging violations of the Controlled Substances Act. Specifically, the Complaint alleges that the Company negligently failed to report suspicious orders to the Drug Enforcement Administration. In the Complaint, the Department of Justice seeks civil penalties and injunctive relief. This Complaint relates to the aforementioned and previously-disclosed investigations. On March 30, 2023, the Company filed a motion to dismiss the Complaint in its entirety on behalf of itself, ABDC, and ICS. On November 6, 2023, the United States District Court for the Eastern District of Pennsylvania (the “Pennsylvania District Court”) granted in part and denied in part the motion, dismissing with prejudice all claims for civil penalties for Defendants’ alleged violations of the suspicious order reporting requirement prior to October 24, 2018, but otherwise denying the motion. On December 18, 2023, the Company, ABDC and ICS filed an Answer and Affirmative Defenses to the Complaint. On April 24, 2026, the Pennsylvania District Court entered a Third Amended Scheduling Order setting the fact discovery deadline as November 13, 2026 and the expert discovery deadline as June 15, 2027. The Company denies the allegations in the Complaint and intends to defend itself vigorously in the litigation.
Shareholder Securities Litigation
On December 30, 2021, the Lebanon County Employees’ Retirement Fund and Teamsters Local 443 Health Services & Insurance Plan filed a complaint for a purported derivative action in the Delaware Court of Chancery against the Company and certain of its current officers and directors. The complaint alleged claims for breach of fiduciary duty allegedly arising from the Board’s and certain officers’ oversight of the Company’s controlled substance diversion control programs. The defendants moved to dismiss the complaint on March 29, 2022. On December 22, 2022, the Delaware Court of Chancery granted the motion to dismiss. On January 9, 2023, the Plaintiffs filed a Motion for Relief from Judgment and Order Pursuant to Rule 60(b) from the Delaware Court of Chancery’s judgment. On January 20, 2023, the Plaintiffs also appealed the ruling to the Delaware Supreme Court. On March 21, 2023, the Delaware Court of Chancery denied the Plaintiffs’ Motion for Relief from Judgment and Order Pursuant to Rule 60(b). On December 18, 2023, the Delaware Supreme Court reversed the dismissal and remanded the case to the Delaware Court of Chancery for further proceedings. On January 12, 2024, the Company’s Board of Directors established a Special Litigation Committee (the “SLC”) and delegated to the SLC the Board’s full authority with respect to the litigation. On March 4, 2024, the Delaware Court of Chancery granted the SLC’s consented-to motion to stay the action pending its investigation of the allegations of the complaint. On July 28, 2025, the SLC notified the Delaware Court of Chancery that the parties had reached an agreement in principle to settle all claims in the action and filed a stipulation to stay the action pending the presentation of a stipulation of settlement for the Delaware Court of Chancery’s approval. The Delaware Court of Chancery granted the stay on July 29, 2025. The parties filed a stipulation of settlement with the Delaware Court of Chancery on August 15, 2025, and the Delaware Court of Chancery held a fairness hearing on November 13, 2025. During the fairness hearing, the Delaware Court of Chancery approved the settlement and dismissed the action with prejudice. The judgment became final on December 15, 2025. Pursuant to the settlement, on December 30, 2025, insurance carriers paid the Company $86.8 million (consisting of the $111.3 million settlement award, net of fees and expenses awarded by the court to plaintiffs’ counsel), which the Company recorded as a credit in Litigation and Opioid-Related (Credit) Expenses, Net in its Consolidated Statement of Operations for the six months ended March 31, 2026.
22
Subpoenas, Ongoing Investigations, and Other Contingencies
From time to time, the Company receives subpoenas or requests for information from various government agencies relating to the Company’s business or to the business of a customer, supplier, or other industry participant. The Company’s responses often require time and effort and can result in considerable costs being incurred. Most of these matters are resolved without incident; however, such subpoenas or requests can lead to the assertion of claims or the commencement of civil or criminal legal proceedings against the Company and other members of the healthcare industry, as well as to substantial settlements.
In January 2017, U.S. Bioservices Corporation, a former subsidiary of the Company, received a subpoena for information from the USAO-EDNY relating to its activities in connection with billing for products and making returns of potential overpayments to government payers. A filed qui tam complaint related to the investigation was unsealed in April 2019 and the relator filed an amended complaint under seal in the U.S. District Court for the Eastern District of New York (the “New York District Court”). In December 2019, the government filed a notice that it was declining to intervene. The New York District Court ordered that the relator’s complaint against the Company and other defendants, including AmerisourceBergen Specialty Group, LLC, be unsealed. The relator’s complaint alleged violations of the federal False Claims Act and the false claims acts of various states. The relator filed a second amended complaint, removing one state false claims act count. The Company filed a motion to dismiss the second amended complaint and all briefs on the motion were filed with the New York District Court on October 9, 2020. The motion to dismiss was granted on December 22, 2022. The False Claims Act claims were dismissed with prejudice, and the state claims were dismissed without prejudice. On January 24, 2023, the relator filed Motions to Reconsider Dismissal and For Leave to Amend the Complaint. Response briefs on those motions were filed by the Company and all briefing was completed on February 15, 2023. On October 17, 2025, the New York District Court denied the relator’s motions. On November 13, 2025, the relator filed a notice of appeal of such denial to the United States Court of Appeals for the Second Circuit (the “Second Circuit”). Pursuant to a scheduling order issued by the Second Circuit, the relator filed its appellant’s brief on January 12, 2026, the Company filed its appellee’s brief on February 17, 2026, and the relator filed a reply brief on March 9, 2026. The Second Circuit will hold oral argument on the appeal on June 9, 2026.
On March 3, 2022, the United States Attorney’s Office for the Western District of Virginia notified the Company of the existence of a criminal investigation into MWI Veterinary Supply Co. (“MWI”), the Company’s animal health subsidiary, in connection with grand jury subpoenas to which MWI previously responded relating to compliance with state and federal regulatory requirements governing wholesale shipments of animal health products to customers. In October 2024, the Company reached an agreement in principle to resolve these claims. While no agreement has been finalized, pursuant to the agreement in principle the Company recorded a $49.1 million litigation expense accrual in Litigation and Opioid-Related Expenses (Credit), Net in its fiscal 2024 Consolidated Statement of Operations. This liability is included in Accrued Expenses and Other on the Company’s Consolidated Balance Sheet as of March 31, 2026.
Note 11. Antitrust Settlements
Numerous lawsuits have been filed against certain brand pharmaceutical manufacturers alleging that the manufacturer, by itself or in concert with others, took improper actions to delay or prevent generic drugs from entering the market. These lawsuits are generally brought as class actions. The Company has 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 these pharmaceutical manufacturers). None of the lawsuits has gone to trial but some have settled in the past with the Company receiving proceeds from the settlement funds. The Company recognized gains related to these lawsuits of $16.5 million and $198.6 million in three months ended March 31, 2026 and 2025, respectively. The Company recognized gains related to these lawsuits of $28.7 million and $221.5 million in the six months ended March 31, 2026 and 2025, 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 in the Company’s Consolidated Statements of Operations.
Note 12. Fair Value of Financial Instruments
The recorded amounts of the Company’s cash and cash equivalents, accounts receivable, and accounts payable as of March 31, 2026 and September 30, 2025 approximate fair value based upon the relatively short-term nature of these financial instruments. Within Cash and Cash Equivalents, the Company had no investments in money market accounts as of March 31, 2026 and had $1,864.0 million of investments in money market accounts as of September 30, 2025. The fair value of the money market accounts was determined based upon unadjusted quoted prices in active markets for identical assets, otherwise known as Level 1 inputs.
The recorded amount of long-term debt (see Note 7) and the corresponding fair value as of March 31, 2026 were $12,182.9 million and $11,887.5 million, respectively. The recorded amount of long-term debt and the corresponding fair value
23
as of September 30, 2025 were $7,543.0 million and $7,361.4 million, respectively. The fair value of long-term debt was determined based upon inputs other than quoted prices, otherwise known as Level 2 inputs.
Note 13. Business Segment Information
The Company is organized geographically based upon the products and services it provides to its customers and reports its results under two reportable segments: U.S. Healthcare Solutions and International Healthcare Solutions. As described in Note 1, Other, which is not considered a reportable segment, consists of businesses for which the Company has begun to explore strategic alternatives.
The chief operating decision maker (“CODM”) of the Company is its President & Chief Executive Officer, whose function is to allocate resources to, and assess the performance of, the Company’s operating segments. The CODM does not review assets by operating segment for the purpose of assessing performance or allocating resources.
The following illustrates reportable and operating segment disaggregated revenue as required by Accounting Standards Codification 606, “Revenue from Contracts with Customer,” for the periods indicated:
Three months ended March 31,
Six months ended March 31,
(in thousands)
2026
2025
2026
2025
U.S. Healthcare Solutions
$
68,765,078
$
66,819,265
$
144,976,903
$
139,374,559
International Healthcare Solutions:
Alliance Healthcare
6,516,466
5,771,991
13,047,163
11,771,191
Other Healthcare Solutions
1,049,283
924,788
2,142,559
1,884,483
Total International Healthcare Solutions
7,565,749
6,696,779
15,189,722
13,655,674
Other:
Animal Health
1,435,789
1,363,032
2,907,106
2,743,017
Other non-strategic businesses
619,782
593,375
1,277,412
1,215,845
Total Other
2,055,571
1,956,407
4,184,518
3,958,862
Intersegment eliminations
(30,482)
(18,778)
(63,211)
(48,362)
Revenue
$
78,355,916
$
75,453,673
$
164,287,932
$
156,940,733
The following illustrates reportable segment cost of goods sold information for the periods indicated:
Three months ended March 31,
Six months ended March 31,
(in thousands)
2026
2025
2026
2025
U.S. Healthcare Solutions
$
66,512,805
$
64,937,891
$
140,841,067
$
136,038,376
International Healthcare Solutions
6,751,460
5,980,518
13,586,011
12,175,171
Other
1,743,941
1,638,025
3,548,407
3,322,808
Intersegment eliminations
(26,214)
(17,872)
(54,723)
(45,732)
Total segment cost of goods sold
$
74,981,992
$
72,538,562
$
157,920,762
$
151,490,623
The following illustrates reportable segment operating expenses information for the periods indicated:
Three months ended March 31,
Six months ended March 31,
(in thousands)
2026
2025
2026
2025
U.S. Healthcare Solutions
$
1,253,973
$
936,405
$
2,306,206
$
1,704,289
International Healthcare Solutions
638,492
561,663
1,285,758
1,160,725
Other
219,997
225,531
453,061
445,874
Intersegment eliminations
(1,887)
(752)
(3,918)
(2,350)
Total segment operating expenses
$
2,110,575
$
1,722,847
$
4,041,107
$
3,308,538
24
The following illustrates reportable segment operating income information for the periods indicated:
Three months ended March 31,
Six months ended March 31,
(in thousands)
2026
2025
2026
2025
U.S. Healthcare Solutions
$
998,300
$
944,969
$
1,829,630
$
1,631,894
International Healthcare Solutions
175,797
154,598
317,953
319,778
Other
91,633
92,851
183,050
190,180
Intersegment eliminations
(2,381)
(154)
(4,570)
(280)
Total segment operating income
$
1,263,349
$
1,192,264
$
2,326,063
$
2,141,572
The following reconciles total segment operating income to income before income taxes for the periods indicated:
Three months ended March 31,
Six months ended March 31,
(in thousands)
2026
2025
2026
2025
Total segment operating income
$
1,263,349
$
1,192,264
$
2,326,063
$
2,141,572
Gains from antitrust litigation settlements
16,538
198,646
28,690
221,516
LIFO credit (expense)
210,030
(39,469)
287,592
(32,145)
Türkiye highly inflationary impact
(12,153)
(14,479)
(23,042)
(21,634)
Acquisition-related intangibles amortization
(116,276)
(137,011)
(241,434)
(301,867)
Litigation and opioid-related (expenses) credit, net
(13,858)
(11,524)
72,293
(28,289)
Acquisition and divestiture-related deal and integration expenses
(164,164)
(99,380)
(242,583)
(138,092)
Restructuring and other expenses, net
(40,873)
(52,857)
(55,039)
(98,617)
Impairment of assets, including goodwill
—
—
(249,498)
—
Operating income
1,142,593
1,036,190
1,903,042
1,742,444
Other (income) loss, net
(1,086,439)
3,546
(1,107,039)
61,420
Interest expense, net
140,460
103,988
212,869
131,921
Income before income taxes
$
2,088,572
$
928,656
$
2,797,212
$
1,549,103
Segment operating income is evaluated by the CODM of the Company before gains from antitrust litigation settlements; LIFO credit (expense); Türkiye highly inflationary impact; acquisition-related intangibles amortization; litigation and opioid-related (expenses) credit, net; acquisition and divestiture-related deal and integration expenses; restructuring and other expenses, net; and impairment of assets, including goodwill. All corporate office expenses are allocated to the operating segment level.
Litigation and opioid-related (expenses) credit, net in the six months ended March 31, 2026 includes an $86.8 million credit related to a derivative lawsuit settlement (see Note 10).
In connection with the acquisition of OneOncology, the Company recorded a $1.1 billion gain on the remeasurement of its equity method investment and the extinguishment of the put option liability related to its previously held investment in OneOncology in Other (income) loss, net in the three and six months ended March 31, 2026 (see Note 2).
Other (income) loss, net in the six months ended March 31, 2025 includes a $35.5 million loss on the divestiture of non-core businesses.
25
The following illustrates depreciation and amortization by reportable segment for the periods indicated:
Three months ended March 31,
Six months ended March 31,
(in thousands)
2026
2025
2026
2025
U.S. Healthcare Solutions
$
87,993
$
72,179
$
166,246
$
133,061
International Healthcare Solutions
36,929
31,098
72,744
64,459
Other
8,094
19,530
29,269
38,923
Acquisition-related intangibles amortization
116,276
137,011
241,434
301,867
Total depreciation and amortization
$
249,292
$
259,818
$
509,693
$
538,310
Depreciation and amortization related to property and equipment and intangible assets excludes amortization of deferred financing costs and other debt-related items, which are included in interest expense, net.
The following illustrates capital expenditures by reportable segment for the periods indicated:
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
In reviewing this Management’s Discussion and Analysis of Financial Condition and Results of Operations, please note that we face many uncertainties and risks related to various economic, political and regulatory environments in which we operate, both within the U.S. and internationally. Refer to the headings “Item 1A. Risk Factors” in Part I of our Annual Report on Form 10-K for the year ended September 30, 2025, as well as the heading “Cautionary Note Regarding Forward-Looking Statements” above for additional information related to our present business environment.
Recent Development
On February 2, 2026, we acquired the majority of the outstanding equity interests that we did not previously own in OneOncology, a physician-led national platform empowering independent medical specialty practices rooted in oncology, for total fair value consideration of $7,387.1 million, which included cash consideration of $4,648.7 million, $1,934.2 million of fair value of our previously held equity method investment, $752.1 million of estimated contingent consideration for certain OneOncology physicians and members of management that retained an 8% interest in OneOncology, and $52.0 million for the settlement of a receivable resulting from a pre-existing commercial arrangement between us and OneOncology. We funded the transaction through a combination of new debt financing (see Note 7 of the Notes to Consolidated Financial Statements) and cash on-hand. We believe the acquisition of OneOncology allows us to broaden our relationships with community oncology providers and to build on our leadership in specialty pharmaceuticals within our U.S. Healthcare Solutions reportable segment.
Executive Summary
This executive summary provides highlights from the results of operations that follow:
•Revenue increased by $2.9 billion, or 3.8%, and $7.3 billion, or 4.7%, from the prior year quarter and six-month period, respectively, primarily due to growth in both reportable segments. U.S. Healthcare Solutions’ revenue increased by $1.9 billion, or 2.9%, and $5.6 billion, or 4.0%, 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 specialty products to health systems and physician practices and products labeled for diabetes and/or weight loss in the GLP-1 class of $1.9 billion, or 23.0%, and $2.9 billion, or 16.7% from the prior year quarter and six-month period, respectively, offset in part by a decline in manufacturer prices related to certain brand pharmaceutical products, a decrease in sales due to losses of an oncology customer and a grocery customer, and lower sales to our large mail order customer as a result of brand conversions. International Healthcare Solutions’ revenue increased by $0.9 billion, or 13.0%, and $1.5 billion, or 11.2%, from the prior year quarter and six-month period, respectively, primarily due to increased sales at our European distribution business.
•Gross profit increased by $528.5 million, or 17.3%, and $1,042.6 million, or 18.6%, from the prior year quarter and six-month period, respectively, primarily due to the increases in gross profit in both reportable segments and LIFO credits in the current year periods in comparison to LIFO expense in the prior year periods, offset in part by lower gains from antitrust litigation settlements in the current year periods in comparison to the prior year periods. U.S. Healthcare Solutions’ gross profit increased by $370.9 million, or 19.7%, and $799.7 million, or 24.0%, from the prior year quarter and six-month period, respectively. The increase from the prior year quarter is primarily due to the February 2026 acquisition of OneOncology and increased sales. The increase from the prior year six-month period is primarily due to the January 2025 acquisition of RCA, the February 2026 acquisition of OneOncology, and increased sales. International Healthcare Solutions’ gross profit increased by $98.0 million, or 13.7%, and $123.2 million, or 8.3%, from the prior year quarter and six-month period, respectively, primarily due to increases in gross profit at our European distribution business and our global specialty logistics business.
•Total operating expenses increased by $422.1 million, or 20.9%, and $882.0 million, or 22.8%, from the prior year quarter and six-month period, respectively. The increase from the prior year quarter is primarily due to the February 2026 acquisition of OneOncology, and the increase from the prior year six-month period is primarily due to the January 2025 acquisition of RCA, the February 2026 acquisition of OneOncology, and an impairment of assets of our U.S. Consulting Services business that is held for sale.
•Total segment operating income increased by $71.1 million, or 6.0%, and $184.5 million, or 8.6%, from the prior year quarter and six-month period. U.S. Healthcare Solutions’ operating income increased by $53.3 million, or 5.6%, and $197.7 million, or 12.1%, from the prior year quarter and six month-period. The increase from the prior year quarter is primarily due to the February 2026 acquisition of OneOncology and overall growth, and the increase from the prior year six-month period is primarily due to the January 2025 acquisition of RCA, the February 2026 acquisition of OneOncology, and overall growth. International Healthcare Solutions’ operating income increased by $21.2 million, or 13.7%, from the prior year quarter and
decreased$1.8 million, or 0.6%, from the prior year six-month period. The increase from the prior year quarter is primarily due to increased operating income at our European distribution business and our global specialty logistics business.
•Our effective tax rates were 22.0% and 21.5% for the three and six months ended March 31, 2026, respectively. Our effective tax rates were 22.7% and 21.8% for the three and six months ended March 31, 2025, respectively. The effective tax rates for the three and six months ended March 31, 2026 and 2025 were higher than the U.S. statutory rate primarily due to U.S. state income taxes, offset in part by the benefit of income taxed at rates lower than the U.S. statutory rate and tax benefits associated with equity compensation.
Our future revenue growth will continue to be affected by various factors, such as industry growth trends, including drug utilization (e.g., products labeled for diabetes and/or weight loss in the GLP-1 class), the introduction of new, innovative brand therapies and vaccines, the likely increase in the number of generic drugs and biosimilars that will be available over the next few years as a result of the expiration of certain drug patents held by brand-name pharmaceutical manufacturers and the rate of conversion from brand products to those generic drugs and biosimilars, price inflation and price deflation, general economic conditions in the United States and Europe, currency exchange rates, competition within the industry, customer consolidation, changes in pharmaceutical manufacturer pricing and distribution policies and practices, increased downward pressure on government and other third-party reimbursement rates to our customers, and changes in government rules and regulations.
Revenue increased by $2.9 billion, or 3.8%, and $7.3 billion, or 4.7%, from the prior year quarter and six-month period, respectively, primarily due to growth in both reportable segments.
U.S. Healthcare Solutions’ revenue increased by $1.9 billion, or 2.9%, and $5.6 billion, or 4.0%, 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 specialty products to health systems and physician practices and products labeled for diabetes and/or weight loss in the GLP-1 class of $1.9 billion, or 23.0%, and $2.9 billion, or 16.7% from the prior year quarter and six-month period, respectively, offset in part by a decline in manufacturer prices related to certain brand pharmaceutical products, a decrease in sales due to losses of an oncology customer and a grocery customer, and lower sales to our large mail order customer as a result of brand conversions.
International Healthcare Solutions’ revenue increased by $0.9 billion, or 13.0%, and $1.5 billion, or 11.2%, from the prior year quarter and six-month period, respectively, primarily due to increased sales of $0.7 billion and $1.3 billion at our European distribution business from the prior year quarter and six-month period, respectively.
Revenue in Other increased by $0.1 billion, or 5.1%, and $0.2 billion, or 5.7%, from the prior year quarter and six-month period, respectively, due to increased sales at our less-than-wholly-owned Brazil distribution business and at our animal health business, offset in part by a decrease in sales at our consulting services businesses.
A number of our contracts with customers, including group purchasing organizations, are typically subject to expiration each year. We may lose a key customer if an existing contract with such customer expires without being extended, renewed, or replaced. Over the next twelve months, there are no key contracts scheduled to expire. Additionally, from time to time, key contracts may be terminated in accordance with their terms or extended, renewed, or replaced prior to their expiration dates. If those contracts are extended, renewed, or replaced at less favorable terms, they may also negatively impact our revenue, results of operations, and cash flows.
Gross profit increased by $528.5 million, or 17.3%, and $1,042.6 million, or 18.6%, from the prior year quarter and six-month period, respectively, primarily due to the increases in gross profit in both reportable segments and LIFO credits in the current year periods in comparison to LIFO expense in the prior year periods, offset in part by lower gains from antitrust litigation settlements in the current year periods in comparison to the prior year periods.
U.S. Healthcare Solutions’ gross profit increased by $370.9 million, or 19.7%, and $799.7 million, or 24.0%, from the prior year quarter and six-month period, respectively. The increase from the prior year quarter is primarily due to the February 2026 acquisition of OneOncology and increased sales. The increase from the prior year six-month period is primarily due to the January 2025 acquisition of RCA, the February 2026 acquisition of OneOncology, and increased sales. As a percentage of revenue, U.S. Healthcare Solutions’ gross profit margin of 3.28% in the current year quarter increased 46 basis points from the prior year quarter primarily due to the February 2026 acquisition of OneOncology, offset in part by higher sales of GLP-1s, which have lower gross profit margins. As a percentage of revenue, U.S. Healthcare Solutions’ gross profit margin of 2.85% in the current year six-month period increased 46 basis points from the prior year six-month period primarily due to the January 2025 acquisition of RCA and the February 2026 acquisition of OneOncology, offset in part by higher sales of GLP-1s, which have lower gross profit margins.
International Healthcare Solutions’ gross profit increased by $98.0 million, or 13.7%, and $123.2 million, or 8.3%, from the prior year quarter and six-month period, respectively, primarily due to increases in gross profit at our European distribution business and our global specialty logistics business.
Gross profit in Other decreasedby $6.8 million, or 2.1%, from the prior year quarter and was flat compared to the prior year six-month period.
We recognized gains from antitrust litigation settlements with pharmaceutical manufacturers of $16.5 million and $198.6 million in three months ended March 31, 2026 and 2025, respectively, and $28.7 million and $221.5 million in the six months ended March 31, 2026 and 2025, respectively. The gains were recorded as reductions to Cost of Goods Sold (see Note 11 of the Notes to Consolidated Financial Statements).
Our cost of goods sold for interim periods includes a LIFO provision that is recorded ratably on a quarterly basis and is based on our estimated annual LIFO provision. The annual LIFO provision, which we estimate on a quarterly basis, is affected by manufacturer pricing practices, which may be impacted by market and other external influences, expected changes in inventory quantities, and product mix, many of which are difficult to predict. Changes to any of the above factors may have a material impact on our annual LIFO provision. Based on estimates in our current fiscal year LIFO provision, the LIFO credit in the current year periods, in comparison to LIFO expense in the prior year periods, is primarily due to a decline in manufacturer prices related to certain brand pharmaceutical products.
We recognized expense in Cost of Goods Sold of $12.2 million and $14.5 million in the three months ended March 31, 2026 and 2025, respectively, and $23.0 million and $21.6 million in the six months ended March 31, 2026 and 2025, respectively, related to the impact of Türkiye highly inflationary accounting driven by the continued weakening of the Turkish Lira.
Litigation and opioid-related expenses (credit), net
13,858
11,524
(72,293)
28,289
Acquisition and divestiture-related deal and integration expenses
164,164
99,380
242,583
138,092
Restructuring and other expenses, net
40,873
52,857
55,039
98,617
Impairment of assets, including goodwill
—
—
249,498
—
Total operating expenses
$
2,445,746
$
2,023,619
20.9%
$
4,757,368
$
3,875,403
22.8%
Distribution, selling, and administrative expenses increased by $377.5 million, or 23.6%, and $700.8 million, or 22.8%, compared to the prior year quarter and six-month period, respectively. The increase from the prior year quarter is primarily due to the February 2026 acquisition of OneOncology. The increase from the prior year six-month period is primarily due to the January 2025 acquisition of RCA and the February 2026 acquisition of OneOncology. As a percentage of revenue, distribution, selling, and administrative expenses were 2.52% and 2.30% in the current year quarter and six-month period, respectively, and represent increases of 40 and 34 basis points compared to the prior year quarter and six-month period, respectively. The increase from the prior year quarter is primarily due to the acquisition of OneOncology, and the increase from the prior year six-month period is primarily due the January 2025 acquisition of RCA and February 2026 acquisition of OneOncology.
Depreciation expense increased 8.5% and 13.6% from the prior year quarter and six-month period, respectively. Amortization expense decreased 15.1% and 19.9% from the prior year quarter and six-month period, respectively, due to certain tradenames becoming fully amortized in connection with our company name change to Cencora and the gradual transition away from other tradenames used, which were acquired through prior acquisitions, offset in part by incremental amortization expense related to recently acquired intangible assets.
Litigation and opioid-related expenses (credit), net in the three and six months ended March 31, 2026 and 2025 include legal fees in connection with opioid lawsuits and investigations. Litigation and opioid-related expenses (credit), net in the six months ended March 31, 2026 also includes an $86.8 million credit related to a derivative lawsuit settlement (see Note 10 of the Consolidated Notes to Financial Statements).
Acquisition and divestiture-related deal and integration expenses in the three and six months ended March 31, 2026 primarily included expenses related to our acquisitions of OneOncology and RCA and costs associated with strategic alternatives of certain non-core businesses. Acquisition and divestiture-related deal and integration expenses in the three and six months ended March 31, 2025 primarily included expenses related to our acquisition of RCA and the integration of PharmaLex.
Restructuring and other expenses, net are comprised of the following:
Three months ended March 31,
Six months ended March 31,
(in thousands)
2026
2025
2026
2025
Restructuring and employee severance costs, net
$
27,828
$
25,103
$
31,506
$
44,658
Business transformation efforts
12,450
26,046
22,576
51,120
Other, net
595
1,708
957
2,839
Total restructuring and other expenses, net
$
40,873
$
52,857
$
55,039
$
98,617
Restructuring and employee severance costs, net in the three and six months ended March 31, 2026 primarily included costs associated with workforce reductions. Restructuring and employee severance costs, net in the six months ended March 31, 2026 also included a gain on the sale of a facility. Restructuring and employee severance costs, net in the three and six months ended March 31, 2025 primarily included costs associated with workforce reductions.
Business transformation efforts in the three and six months ended March 31, 2026 and 2025 included non-recurring expenses related to significant strategic initiatives to improve operational efficiency, including certain technology initiatives. Business transformation efforts in the three and six months ended March 31, 2025 also included rebranding costs associated with our name change to Cencora. The majority of these costs are related to services provided by third-party consultants.
In the six months ended March 31, 2026, we recorded an impairment of assets of $249.5 million, including goodwill, related to our U.S. Consulting Services business that is held for sale.
Operating Income
Three months ended March 31,
Six months ended March 31,
(dollars in thousands)
2026
2025
Change
2026
2025
Change
U.S. Healthcare Solutions
$
998,300
$
944,969
5.6%
$
1,829,630
$
1,631,894
12.1%
International Healthcare Solutions
175,797
154,598
13.7%
317,953
319,778
(0.6)%
Other
91,633
92,851
(1.3)%
183,050
190,180
(3.7)%
Intersegment eliminations
(2,381)
(154)
(4,570)
(280)
Total segment operating income
1,263,349
1,192,264
6.0%
2,326,063
2,141,572
8.6%
Gains from antitrust litigation settlements
16,538
198,646
28,690
221,516
LIFO credit (expense)
210,030
(39,469)
287,592
(32,145)
Türkiye highly inflationary impact
(12,153)
(14,479)
(23,042)
(21,634)
Acquisition-related intangibles amortization
(116,276)
(137,011)
(241,434)
(301,867)
Litigation and opioid-related (expenses) credit, net
(13,858)
(11,524)
72,293
(28,289)
Acquisition and divestiture-related deal and integration expenses
(164,164)
(99,380)
(242,583)
(138,092)
Restructuring and other expenses, net
(40,873)
(52,857)
(55,039)
(98,617)
Impairment of assets, including goodwill
—
—
(249,498)
—
Operating income
$
1,142,593
$
1,036,190
10.3%
$
1,903,042
$
1,742,444
9.2%
U.S. Healthcare Solutions’ operating income increased by $53.3 million, or 5.6%, and $197.7 million, or 12.1%, from the prior year quarter and six month-period, respectively, primarily due to the increase in gross profit, as noted above, and was offset in part by the increase in operating expenses. As a percentage of revenue, U.S. Healthcare Solutions’ operating income margin was 1.45% and 1.26% in the current year quarter and six-month period, respectively, and represent increases of 4 and 9 basis points from the prior year quarter and six-month period, respectively, due to the increases in gross profit margin, as described above in the Gross Profit section, offset in part by increases in the operating expense margin.
International Healthcare Solutions’ operating income increased by $21.2 million, or 13.7%, from the prior year quarter anddecreased$1.8 million, or 0.6%, from the prior year six-month period. The increase from the prior year quarter is primarily due to increased operating income at our European distribution business and our global specialty logistics business. The decrease from the prior year six-month period is primarily due to a decrease in operating income at our European distribution business and was largely offset by an increase in operating income at all other businesses.
Operating income in Other decreased by $1.2 million, or 1.3%, and $7.1 million, or 3.7%, from the prior year quarter and six-month period, respectively, primarily due to lower operating income at our consulting services businesses, offset in part by increases in operating income at our animal health business.
In connection with the acquisition of OneOncology, we recorded a $1.1 billion gain on the remeasurement of our equity method investment and the extinguishment of the put option liability related to our previously held investment in OneOncology in other (income) loss, net in the three and six months ended March 31, 2026 (see Note 2 of the Notes to Consolidated Financial Statements). Other (income) loss, net in the six months ended March 31, 2025 includes a $35.5 million loss on the divestiture of non-core businesses.
Interest Expense, Net
Interest expense, net and the respective weighted average interest rates for the three months ended March 31, 2026 and 2025 are as follows:
2026
2025
(dollars in thousands)
Amount
Weighted Average Interest Rate
Amount
Weighted Average Interest Rate
Interest expense
$
154,341
4.16%
$
132,318
4.49%
Interest income
(13,881)
3.15%
(28,330)
4.94%
Interest expense, net
$
140,460
$
103,988
Interest expense, net increased by $36.5 million, or 35.1%, from the prior year quarter due to the increase in interest expense and a decrease in interest income.
The increase in interest expense was primarily due to the issuance of our $3.0 billion of senior notes and the $1.5 billion of variable-rate term loans in February 2026, which we borrowed to finance a portion of the OneOncology acquisition, the issuance of our €1.0 billion of senior notes in May 2025, and higher interest expense at our European distribution business, offset in part by the repayment of our $500 million of senior notes that matured in March 2025, and lower interest expense on the $0.8 billion balance remaining on the $1.5 billion variable-rate term loan, which we borrowed in January 2025 to finance a portion of the RCA acquisition.
The decrease in interest income was primarily driven by lower investment interest rates and lower average investment cash balances in the current year quarter in comparison to the prior year quarter.
Interest expense, net and the respective weighted average interest rates for the six months ended March 31, 2026 and 2025 are as follows:
2026
2025
(dollars in thousands)
Amount
Weighted Average Interest Rate
Amount
Weighted Average Interest Rate
Interest expense
$
247,704
4.10%
$
193,499
4.28%
Interest income
(34,835)
3.39%
(61,578)
5.20%
Interest expense, net
$
212,869
$
131,921
Interest expense, net increased by $80.9 million, or 61.4% from the prior year six-month period due to the increase in interest expense and a decrease 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 $0.8 billion balance remaining on the variable-rate term loan, which we borrowed in January 2025 to finance a portion of the RCA acquisition, the issuance of our €1.0 billion of senior notes in May 2025, the issuance of our $3.0 billion of senior notes and the $1.5 billion of variable-rate term loans in February 2026, which we borrowed to finance a portion of the OneOncology acquisition, and higher interest expense at our European distribution business, offset in part by the repayment of our $500 million of senior notes that matured in March 2025.
The decrease in interest income was primarily driven by lower investment interest rates and lower average investment cash balances in the current year six-month period in comparison to the prior year six-month period.
Income Tax Expense
Our effective tax rates were 22.0% and 21.5% for the three and six months ended March 31, 2026, respectively. Our effective tax rates were 22.7% and 21.8% for the three and six months ended March 31, 2025, respectively. The effective tax rates for the three and six months ended March 31, 2026 and 2025 were higher than the U.S. statutory rate primarily due to U.S.
state income taxes, offset in part by the benefit of income taxed at rates lower than the U.S. statutory rate and tax benefits associated with equity compensation.
Liquidity and Capital Resources
Our operating results have generated cash flows, which, together with availability under our debt agreements and credit terms from suppliers, have provided sufficient capital resources to finance working capital and cash operating requirements, and to fund capital expenditures, acquisitions, repayment of debt, the payment of interest on outstanding debt, dividends, and purchases of shares of our common stock.
Our primary ongoing cash requirements will be to finance working capital, fund the repayment of debt, fund the payment of interest on debt, fund the payment of dividends, fund purchases of our common stock, finance acquisitions, and fund capital expenditures and routine growth and expansion through new business opportunities. Future cash flows from operations and borrowings are expected to be sufficient to fund our ongoing cash requirements, including the opioid litigation payments that will be made over the next 13 years (see below).
As of March 31, 2026 and September 30, 2025, our cash and cash equivalents held by foreign subsidiaries were $807.8 million and $957.7 million, respectively. We have the ability to repatriate the majority of our cash and cash equivalents held by our foreign subsidiaries without incurring significant additional taxes upon repatriation.
Our cash balances in the six months ended March 31, 2026 and 2025 were supplemented by intra-period credit facility borrowings to cover short-term working capital needs. The largest amount of intra-period borrowings that was outstanding at any one time under our revolving and securitization credit facilities during the six months ended March 31, 2026 and 2025 was $6.8 billion and $5.1 billion, respectively. We had $70.9 billion and $42.9 billion of cumulative intra-period borrowings that were repaid under our credit facilities during the six months ended March 31, 2026 and 2025, respectively.
Cash Flows
We used $1.0 billion of cash in operations during the six months ended March 31, 2026 compared to $0.6 billion of cash generated from operations during the six months ended March 31, 2025, a $1.6 billion increase in cash used. The timing of cash receipts and disbursements and inventory purchases can significantly impact our working capital. In the six months ended March 31, 2026, the decrease in accounts payable and the increases in accounts receivable and inventories resulted in $2.6 billion of cash used in operations compared to $853.3 million of cash used in the six months ended March 31, 2025.
During the six months ended March 31, 2026, our operating activities used cash of $1.0 billion and was principally the result of the following:
•A decrease in accounts payable of $2.2 billion due to the timing of scheduled payments to our suppliers;
•An increase in accounts receivable of $308.7 million primarily due to an increase in sales and the timing of scheduled payments from our customers;
•A decrease in accrued expenses of $257.4 million primarily due to the payment of accrued liabilities that were on our Consolidated Balance Sheet as of September 30, 2025;
•Negative non-cash items of $244.2 million, which is primarily comprised of a $1.1 billion remeasurement gain related to the acquisition of OneOncology and a $287.6 million LIFO credit, offset in part by depreciation expense of $277.5 million, amortization expense of $249.7 million, and a $249.5 million impairment of assets, including goodwill; and
•An increase in inventories of $120.2 million to support the increase in business volume and due to seasonal needs;
The cash used in the above items was offset in part by net income of $2.2 billion.
During the six months ended March 31, 2025, our operating activities provided cash of $632.5 million and was principally the result of the following:
•Net income of $1.2 billion; and
•Positive 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 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 of September 30, 2024, including $226.0 million of opioid litigation settlement payments; and
•An increase in accounts receivable of $218.0 million primarily due to an increase in sales and the timing of scheduled payments from our customers.
We use days sales outstanding, days inventory on hand, and days payable outstanding to evaluate our working capital performance. The below financial metrics are calculated based upon a quarterly average and can be impacted by the timing of cash receipts and disbursements, which can vary significantly depending upon the day of the week on which the period ends.
Three months ended March 31,
Six months ended March 31,
2026
2025
2026
2025
Days sales outstanding
27.6
28.1
27.7
27.9
Days inventory on hand
29.6
28.6
28.7
27.3
Days payable outstanding
65.1
61.4
62.1
59.9
Our cash flows from operating activities can vary significantly from period to period based upon fluctuations in our period-end working capital account balances. Any changes to payment terms with a key customer or manufacturer supplier could have a material impact to our cash flows from operations. The addition of any new key customer or the loss of an existing key customer could have a material impact on our cash flows from operations.
Operating cash flows during the six months ended March 31, 2026 included $208.1 million of interest payments and $313.2 million of income tax payments, net of refunds. Operating cash flows during the six months ended March 31, 2025 included $153.7 million of interest payments and $294.9 million of income tax payments, net of refunds.
Capital expenditures in the six months ended March 31, 2026 and 2025 were $285.0 million and $235.0 million, respectively. Significant capital expenditures in the six months ended March 31, 2026 and 2025 included investments relating to the continued expansion and enhancement of our distribution network and various technology initiatives.
We currently expect to invest approximately $900 million in capital expenditures during fiscal 2026. Larger 2026 capital expenditures will include investments relating to the continued expansion and enhancement of our distribution network and various technology initiatives.
In addition to capital expenditures, net cash used in investing activities in the six months ended March 31, 2026 included $4.6 billion for the acquisition of OneOncology. In addition to capital expenditures, net cash used in investing activities in the six months ended March 31, 2025 included $3.9 billion for the acquisition of RCA and $192.6 million for equity investments.
Net cash provided by financing activities of $4.0 billion in the six months ended March 31, 2026 principally resulted from the $3.0 billion issuance of senior notes and $1.5 billion of term loan borrowings to finance a portion of the acquisition of OneOncology, offset in part by $244.0 million in cash dividends paid on our common stock, $200.0 million of repayment of a term loan, and $105.2 million in purchases of our common stock related to employee tax withholdings related to restricted share vesting.
Net cash provided by financing activities of $2.7 billion in the six months ended March 31, 2025 principally resulted from the $1.8 billion issuance of senior notes and $1.5 billion of term loan borrowings to finance a portion of the acquisition of RCA, as well as $683.4 million of net borrowings under our revolving credit facilities to cover seasonal short-term working capital needs. All of the above were offset in part by the repayment of our $500 million of senior notes that were due in March 2025, $435.5 million in purchases of our common stock, and $222.1 million in cash dividends paid on our common stock.
The following table illustrates our debt structure as of March 31, 2026, including availability under the multi-currency revolving credit facility, the receivables securitization facility, the money market facility, the working capital credit facility, and the Alliance Healthcare debt:
(in thousands)
Outstanding Balance
Additional Availability
Fixed-Rate Debt:
$750,000, 3.450% senior notes due 2027
$
748,570
$
—
$500,000, 4.625% senior notes due 2027
497,921
—
€500,000, 2.875% senior notes due 2028
572,378
—
$500,000, 3.950% senior notes due 2029
496,984
—
$600,000, 4.850% senior notes due 2029
597,006
—
$500,000, 2.800% senior notes due 2030
497,480
—
$500,000, 4.250% senior notes due 2030
496,108
—
$1,000,000, 2.700% senior notes due 2031
994,398
—
€500,000, 3.625% senior notes due 2032
570,009
—
$500,000, 4.600% senior notes due 2033
496,502
—
$500,000, 5.125% senior notes due 2034
495,398
—
$700,000, 5.150% senior notes due 2035
695,186
—
$1,000,000, 4.900% senior notes due 2036
989,677
—
$500,000, 4.250% senior notes due 2045
495,901
—
$500,000, 4.300% senior notes due 2047
494,221
—
$500,000, 5.650% senior notes due 2056
491,643
—
OneOncology physician notes
380,404
—
Nonrecourse debt
92,642
—
Total fixed-rate debt
10,102,428
—
Variable-Rate Debt:
Multi-currency revolving credit facility due in 2030
We had a $4.5 billion multi-currency senior unsecured revolving credit facility (the “Multi-Currency Revolving Credit Facility”) with a syndicate of lenders. In January 2026, we amended and restated the Multi-Currency Revolving Credit Facility to increase the aggregate amount of the commitments under this facility to $5.5 billion. The Multi-Currency Revolving Credit Facility is scheduled to expire in June 2030. Interest on borrowings under the Multi-Currency Revolving Credit Facility accrues at specified rates based upon our debt rating. We pay facility fees to maintain the availability under the Multi-Currency Revolving Credit Facility at specified rates based on our debt rating. We may choose to repay or reduce our commitments under the Multi-Currency Revolving Credit Facility at any time. The Multi-Currency Revolving Credit Facility contains covenants, including compliance with a financial leverage ratio test, as well as others that impose limitations on, among other things, indebtedness of subsidiaries and asset sales, with which we were compliant as of March 31, 2026. There were $28.7 million of borrowings outstanding under the Multi-Currency Revolving Credit Facility as of March 31, 2026 and none outstanding as of September 30, 2025.
We have a $4.5 billion commercial paper program. The commercial paper program does not increase our borrowing capacity, and it is fully backed by our Multi-Currency Revolving Credit Facility. We may, from time to time, issue short-term promissory notes in an aggregate amount of up to $4.5 billion at any one time. Amounts available under the program may be borrowed, repaid, and re-borrowed from time to time. The maturities on the notes will vary but may not exceed 365 days from the date of issuance. The notes will bear interest, if interest bearing, or will be sold at a discount from their face amounts. There were no borrowings outstanding under the commercial paper program as of March 31, 2026 and September 30, 2025.
We have a $1.5 billion receivables securitization facility (the “Receivables Securitization Facility”), which is scheduled to expire in June 2028. The Receivables Securitization Facility has an accordion feature that allows us to increase the commitment on the Receivables Securitization Facility by up to $500 million, subject to lender approval. Interest rates are based on prevailing market rates for short-term commercial paper or 30-day Term SOFR, plus a program fee. We pay a customary unused fee at prevailing market rates, monthly, to maintain the availability under the Receivables Securitization Facility. The Receivables Securitization Facility contains similar covenants to the Multi-Currency Revolving Credit Facility, with which we were compliant as of March 31, 2026. There were no borrowings outstanding under the Receivables Securitization Facility as of March 31, 2026 and September 30, 2025.
In connection with the Receivables Securitization Facility, AmerisourceBergen Drug Corporation and a specialty distribution subsidiary sell on a revolving basis certain accounts receivable to Amerisource Receivables Financial Corporation, a wholly-owned special purpose entity, which in turn sells a percentage ownership interest in the receivables to financial institutions and commercial paper conduits sponsored by financial institutions. AmerisourceBergen Drug Corporation is the servicer of the accounts receivable under the Receivables Securitization Facility. As sold receivables are collected, additional receivables may be sold up to the maximum amount available under the facility. We use the facility as a financing vehicle because it generally offers an attractive interest rate relative to other financing sources. We securitize our trade accounts, which are generally non-interest bearing, in transactions that are accounted for as borrowings.
We have an uncommitted, unsecured line of credit available to us pursuant to a money market credit agreement (the “Money Market Facility”) that allows us to request short-term unsecured revolving credit loans in a principal amount not to exceed $500 million on or after April 1 and before December 1 of any year and increases to $750 million on or after December 1 and before March 31 of any year. The Money Market Facility may be decreased or terminated by the bank or us at any time without prior notice. There were no borrowings outstanding under the Money Market Facility as of March 31, 2026 and September 30, 2025.
We have an uncommitted, unsecured line of credit to support our working capital needs (the “Working Capital Credit Facility”). The Working Capital Credit Facility provides us with the ability to request short-term, unsecured revolving credit loans from time to time in a principal amount not to exceed $500 million. The Working Capital Credit Facility expires in July 2026 and may be decreased or terminated by the bank or us at any time without prior notice. There were no borrowings outstanding under the Working Capital Credit Facility as of March 31, 2026 and September 30, 2025.
In January 2026, we entered into an agreement pursuant to which we obtained a $1.5 billion delayed draw multi-year senior unsecured term loan facility. In connection with this facility, in February 2026, we borrowed $500 million on a variable-rate term loan that matures in February 2028 (the “2028 Term Loan”) and $1.0 billion on a variable-rate term loan that matures in February 2029 (the “2029 Term Loan”) to finance a portion of the acquisition of OneOncology. We elected to make principal payments of $200.0 million in March 2026 and $300.0 million in April 2026 to repay the 2028 Term Loan.
The above term loans bear interest at a rate equal to either a Term SOFR rate or a Daily Simple SOFR rate, plus an applicable margin, or an alternate base rate, plus an applicable margin, in each case based on our public debt ratings. We have the right to prepay the term loans at any time, in whole or in part and without premium or penalty.
In February 2026, we borrowed $3.0 billion under a senior unsecured term loan facility (the “364-Day Term Loan Facility”) with a syndicate of lenders. The 364-Day Term Loan Facility was used to finance a portion of the acquisition of OneOncology. In February 2026, we repaid the 364-Day Term Loan Facility with the issuance of senior notes (see below) and terminated the 364-Day Term Loan Facility.
In February 2026, we issued the following senior notes (in thousands except for interest rates):
Description
Principal
Interest Rate
Maturity Date
Discount
Effective Yield
2029 Notes
$
500,000
3.950%
February 2029
99.880%
3.955%
2030 Notes
$
500,000
4.250%
November 2030
99.810%
4.258%
2033 Notes
$
500,000
4.600%
February 2033
99.947%
4.602%
2036 Notes
$
1,000,000
4.900%
February 2036
99.664%
4.917%
2056 Notes
$
500,000
5.650%
February 2056
99.456%
5.681%
Interest on the 2029 Notes, the 2033 Notes, the 2036 Notes, and the 2056 Notes is payable semi-annually in arrears on August 13 and February 13 beginning on August 13, 2026. Interest on the 2030 Notes is payable semi-annually in arrears on May 15 and November 15 beginning on May 15, 2026. We used the proceeds from these notes to repay the 364-Day Term Loan Facility.
Alliance Healthcare debt is comprised of uncommitted revolving credit facilities in various currencies with various rates. All of the outstanding borrowings as of March 31, 2026 were held in Türkiye. These facilities are used to fund its working capital needs.
OneOncology has promissory notes outstanding with physician practices at various rates and maturities.
Nonrecourse debt is comprised of short-term and long-term debt belonging to the Brazil subsidiaries and is repaid solely from the Brazil subsidiaries’ cash flows and such debt agreements provide that the repayment of the loans (and interest thereon) is secured solely by the capital stock, physical assets, contracts, and cash flows of the Brazil subsidiaries.
Share Purchase Programs and Dividends
In March 2024, our Board of Directors (the “Board”) authorized a share repurchase program allowing us to purchase up to $2.0 billion of our outstanding shares of common stock, subject to market conditions. In the six months ended March 31, 2026, we did not purchase any shares of our common stock. As of March 31, 2026, we had $882.2 million of availability under this program.
In November 2025, our Board increased the quarterly dividend paid on common stock by 9% from $0.55 per share to $0.60 per share. We anticipate that we will continue to pay quarterly cash dividends in the future. However, the payment and amount of future dividends remains within the discretion of our Board of Directors and will depend upon future earnings, financial condition, capital requirements, and other factors.
Commitments and Obligations
As discussed and defined in Note 10 of the Notes to Consolidated Financial Statements, on July 21, 2021, it was announced that we and the two other national pharmaceutical distributors had negotiated a Distributor Settlement Agreement. The Distributor Settlement Agreement became effective on April 2, 2022, and as of March 31, 2026, it included 48 of 49 eligible states (the “Settling States”) as well as 99% by population of the eligible political subdivisions in the Settling States. Our accrued litigation liability related to the Distributor Settlement Agreement and an estimate for non-participating government subdivisions (with whom we have not reached a settlement agreement), as well as other opioid-related litigation for which we have reached settlement agreements on our Consolidated Balance Sheet as of March 31, 2026 is $4.3 billion and is expected to be paid over the next 13 years. We currently estimate that $415.7 million will be paid prior to March 31, 2027. The payment of the aforementioned litigation liability has not and is not expected to have an impact on our ability to pay dividends.
The following is a summary of our contractual obligations for future principal and interest payments on our debt, minimum rental payments on our noncancellable operating leases, and minimum payments on our other commitments as of March 31, 2026:
Payments Due by Period (in thousands)
Debt, Including Interest Payments
Operating Leases
Other Commitments
Total
Within 1 year
$
754,654
$
420,628
$
228,940
$
1,404,222
1-3 years
5,577,294
758,438
494,743
6,830,475
4-5 years
3,410,827
579,164
362,643
4,352,634
After 5 years
6,757,345
948,361
347,362
8,053,068
Total
$
16,500,120
$
2,706,591
$
1,433,688
$
20,640,399
Included in “Other Commitments” in the above table is $669 million to support our U.S. Healthcare Solutions reportable segment’s primary ERP system upgrade and $576 million for other digital transformation projects.
Our liability for uncertain tax positions was $680.5 million (including interest and penalties) as of March 31, 2026. This liability represents an estimate of tax positions that we have taken in our tax returns which may ultimately not be sustained upon examination by taxing authorities. Since the amount and timing of any future cash settlements cannot be predicted with reasonable certainty, the estimated liability has been excluded from the above contractual obligations table. Our liability for uncertain tax positions as of March 31, 2026 primarily includes an uncertain tax benefit related to the legal accrual for litigation related to the distribution of prescription opioid pain medications, as disclosed in Note 10 of the Notes to Consolidated Financial Statements.
Market and Risks
We have exposure to foreign currency and exchange rate risk from our non-U.S. operations. Our largest exposure to foreign exchange rates exists primarily with the U.K. Pound Sterling, the Euro, the Turkish Lira, the Brazilian Real, and the Canadian Dollar. We use forward contracts to hedge against the foreign currency exchange rate impact on certain intercompany receivable and payable balances. We use foreign currency denominated debt held at the parent level to offset a portion of our foreign currency exchange rate exposure on our net investments in Euro-denominated subsidiaries. We may use derivative instruments to hedge our foreign currency exposure, but not for speculative or trading purposes. Revenue from our foreign operations during the six months ended March 31, 2026 was approximately 10% of our consolidated revenue.
We have market risk exposure to interest rate fluctuations relating to our debt. We manage interest rate risk by using a combination of fixed-rate and variable-rate debt. The amount of variable-rate debt fluctuates during the year based on our working capital requirements. We had $2.3 billion of variable-rate debt outstanding as of March 31, 2026. We periodically evaluate financial instruments to manage our exposure to fixed and variable interest rates. However, there are no assurances that such instruments will be available in the combinations we want and/or on terms acceptable to us. There were no such financial instruments in effect as of March 31, 2026.
We also have market risk exposure to interest rate fluctuations relating to our cash and cash equivalents. We had $2.2 billion in cash and cash equivalents as of March 31, 2026. The unfavorable impact of a hypothetical decrease in interest rates on cash and cash equivalents would be partially offset by the favorable impact of such a decrease on variable-rate debt. For every $100 million of cash invested that is in excess of variable-rate debt, a 10-basis point decrease in interest rates would increase our annual net interest expense by $0.1 million.
Deterioration of general economic conditions, among other factors, could adversely affect the number of prescriptions that are filled and the amount of pharmaceutical products purchased by consumers and, therefore, could reduce purchases by our customers. In addition, volatility in financial markets and higher borrowing costs may also negatively impact our customers’ ability to obtain credit to finance their businesses on acceptable terms. Reduced purchases by our customers or changes in the ability of our customers to remit payments to us could adversely affect our revenue growth, our profitability, and our cash flow from operations.
Inflation in the global and U.S. economies has impacted certain operating expenses, including fuel costs. If inflation persists or increases, our operations and financial results could be adversely affected, particularly in certain global markets.
We have risks from other geopolitical trends and events, such as rising nationalism, the conflict in Ukraine, and evolving conditions in the Middle East. Although the long-term implications of these conflicts are difficult to predict at this time, the financial impact of these conflicts has not been material to our financial results.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
We have no material changes to the disclosures on this matter made in our Annual Report on Form 10-K for the year ended September 30, 2025.
ITEM 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are intended to ensure that information required to be disclosed in the Company’s reports submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. These controls and procedures also are intended to ensure that information required to be disclosed in such reports is accumulated and communicated to management to allow timely decisions regarding required disclosures.
The Company’s Chief Executive Officer and Chief Financial Officer, with the participation of other members of the Company’s management, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) and have concluded that the Company’s disclosure controls and procedures were effective for their intended purposes as of the end of the period covered by this report.
Changes in Internal Control over Financial Reporting
During the second quarter of fiscal 2026, there was no change in the Company’s internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
See Note 10 (Legal Matters and Contingencies) of the Notes to Consolidated Financial Statements set forth under Item 1 of Part I of this Quarterly Report on Form 10-Q for the Company’s current description of legal proceedings.
ITEM 1A. Risk Factors
Our significant business risks are described in Item 1A to our Form 10-K for the fiscal year ended September 30, 2025 to which reference is made herein.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
(c) Issuer Purchases of Equity Securities
The following table sets forth the number of shares purchased, the average price paid per share, the total number of shares purchased as part of publicly announced programs, and the approximate dollar value of shares that may yet be purchased under the programs during each month in the fiscal quarter ended March 31, 2026. See Note 8, “Stockholders’ Equity and Earnings per Share,” contained in “Notes to Consolidated Financial Statements” in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.
Period
Total Number of Shares Purchased
Average Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Programs
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs
January 1 to January 31
1,145
$
338.87
—
$
882,238,036
February 1 to February 28
3,826
$
370.76
—
$
882,238,036
March 1 to March 31
14,924
$
350.30
—
$
882,238,036
Total
19,895
—
ITEM 3. Defaults Upon Senior Securities
None.
ITEM 4. Mine Safety Disclosures
Not applicable.
ITEM 5. Other Information
Executive Officer Trading Arrangements
During the three months ended March 31, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified or terminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act (a “Rule 10b5-1 trading arrangement”) or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K), except as follows:
James F. Cleary, our Executive Vice President and Chief Financial Officer, terminated a Rule 10b5-1 trading arrangement on March 20, 2026. Mr. Cleary had adopted this Rule 10b5-1 trading arrangement on December 19, 2025, pursuant to which he was permitted to sell up to 75,000 shares of the Company's common stock, including shares to be received upon the exercise of vested stock options, prior to the earlier to occur of December 31, 2026 or completion of all sales under the plan.
Financial statements from the Quarterly Report on Form 10-Q of Cencora, Inc. for the quarter ended March 31, 2026, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
CENCORA, INC.
May 6, 2026
/s/ Robert P. Mauch
Robert P. Mauch
President and Chief Executive Officer
May 6, 2026
/s/ James F. Cleary
James F. Cleary
Executive Vice President and Chief Financial Officer
43
EX-31.1
2
exhibit311-q22026.htm
EX-31.1
Document
Exhibit 31.1
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
I, Robert P. Mauch, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q (the "Report") of Cencora, Inc. (the "Registrant");
2.Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;
3.Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report;
4.The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and
(d)Disclosed in this Report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5.The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant’s board of directors:
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
Date: May 6, 2026
/s/ Robert P. Mauch
Robert P. Mauch
President and Chief Executive Officer
EX-31.2
3
exhibit312-q22026.htm
EX-31.2
Document
Exhibit 31.2
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
I, James F. Cleary, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q (the "Report") of Cencora, Inc. (the "Registrant");
2.Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;
3.Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report;
4.The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and
(d)Disclosed in this Report any change in the Registrant's internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors:
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
Date: May 6, 2026
/s/ James F. Cleary
James F. Cleary
Executive Vice President and Chief Financial Officer
EX-32
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exhibit32-q22026.htm
EX-32
Document
Exhibit 32
Section 1350 Certification of Chief Executive Officer
In connection with the Quarterly Report of Cencora, Inc. (the "Company") on Form 10-Q for the quarter ended March 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Robert P. Mauch, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Robert P. Mauch
Robert P. Mauch
President and Chief Executive Officer
May 6, 2026
Section 1350 Certification of Chief Financial Officer
In connection with the Quarterly Report of Cencora, Inc. (the "Company") on Form 10-Q for the quarter ended March 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, James F. Cleary, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ James F. Cleary
James F. Cleary
Executive Vice President and Chief Financial Officer
May 6, 2026
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Including GoodwillBusiness Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets Acquired Including GoodwillAlliance HealthcareAlliance Healthcare [Member]Alliance HealthcareBusiness Combination, Contingent Consideration, Type [Axis]Business Combination, Contingent Consideration, Type [Axis]Business Segment InformationSegment Reporting Disclosure [Text Block]Schedule of Goodwill [Table]Goodwill [Table]DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, INCLUDING CASH CLASSIFIED WITHIN ASSETS HELD FOR SALECash, Cash Equivalent, Restricted Cash, and Restricted Cash Equivalent, Period Increase (Decrease), Including Exchange Rate Effect, Disposal Group, Held-for-Sale, Not Discontinued OperationsCash, Cash Equivalent, Restricted Cash, and Restricted Cash Equivalent, Period Increase (Decrease), Including Exchange Rate Effect, Disposal Group, Held-for-Sale, Not Discontinued OperationsRecognized amounts of identifiable assets acquired and liabilities assumedBusiness Combination, Recognized Asset Acquired to Liability Assumed, Excess (Less) [Abstract]GoodwillDisposal Group, Including Discontinued Operation, Goodwill, CurrentIncrease (Decrease) in Stockholders' Equity [Roll Forward]Increase (Decrease) in Stockholders' Equity [Roll Forward]Finite-Lived Intangible Assets [Line Items]Finite-Lived Intangible Assets [Line Items]Ownership [Domain]Ownership [Domain]Other liabilitiesBusiness Combination, Recognized Liability Assumed, Other Liability, NoncurrentCompensation Actually Paid vs. Total Shareholder ReturnCompensation Actually Paid vs. Total Shareholder Return [Text Block]Contingent considerationBusiness Combination, Contingent Consideration, LiabilityAmortizationAmortization expenseAmortization of Intangible AssetsDistribution, selling, and administrativeSelling, General and Administrative ExpenseDeferred income taxesDeferred Income Tax Assets, NetTotal depreciation and amortizationDepreciation, Depletion and AmortizationOther assetsOther long-term assetsOther Assets, NoncurrentEntity Central Index KeyEntity Central Index KeyPEO NamePEO NameRevenueRevenuesPurchases of common stockPayments for Repurchase of EquityPrior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered YearPrior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year [Member]Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]Outstanding Aggregate Erroneous Compensation AmountOutstanding Aggregate Erroneous Compensation AmountEstimated liability in Other LiabilitiesBusiness Combination, Contingent Consideration, Liability, NoncurrentArrangement DurationTrading Arrangement DurationSchedule of Segment Reporting Information, by Segment [Table]Schedule of Segment Reporting Information, by Segment [Table]Segments [Axis]Segments [Axis]Prepaid expenses and other assetsIncrease (Decrease) in Prepaid Expense and Other AssetsOther, netOther Comprehensive Income, Other, Net of TaxExercise PriceAward Exercise PriceEntity Filer CategoryEntity Filer CategoryLocal Phone NumberLocal Phone NumberClass of Stock [Domain]Class of Stock [Domain]Additional 402(v) DisclosureAdditional 402(v) Disclosure [Text Block]Goodwill reclassified to assets held for sale (Note 3)Goodwill, Reclassified To Assets Held For SaleGoodwill, Reclassified To Assets Held For SaleOther, netPayment for (Proceeds from) Other Investing ActivitySubsequent Event Type [Axis]Subsequent Event Type [Axis]Estimated liability in Accrued Expenses and OtherBusiness Combination, Contingent Consideration, Liability, CurrentOther intangible assetsBusiness Combination, Recognized Asset Acquired, Identifiable Intangible Asset, Excluding GoodwillCash and cash equivalentsBusiness Combination, Recognized Asset Acquired, Cash and Cash 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(Decrease), Including Exchange Rate EffectDisposal Group, Including Discontinued Operation, Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate EffectStockholders’ equity:Equity, Attributable to Parent [Abstract]Vesting Date Fair Value of Equity Awards Granted and Vested in Covered YearVesting Date Fair Value of Equity Awards Granted and Vested in Covered Year [Member]Multidistrict Litigation (MDL)Multidistrict Litigation (MDL) [Member]Multidistrict Litigation (MDL)Entity Address, Address Line OneEntity Address, Address Line OnePurchases of common stockTreasury Stock, Value, Acquired, Cost MethodAccumulated Other Comprehensive LossAOCI Attributable to Parent [Member]Interest rate (as a percent)Interest RateDebt Instrument, Interest Rate, Stated PercentageAllowances for returns and credit lossesAccounts Receivable, Allowance for Credit Loss, CurrentSettling statesLoss Contingency, States Settled, NumberLoss Contingency, States Settled, NumberUnrecognized tax benefits increaseUnrecognized Tax Benefits, Period Increase (Decrease)Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]Income taxes payable and other liabilitiesIncrease (Decrease) In Income Taxes Payable And Other LiabilitiesIncrease (Decrease) In Income Taxes Payable And Other LiabilitiesOwnership [Axis]Ownership [Axis]Legal settlement term (in years)Legal Settlement Payment TermLegal Settlement Payment TermIntangible AssetsIntangible Assets, Net (Excluding Goodwill) [Abstract]Settlement award, net of fees and expensesInsurance RecoveriesIncome Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]Fair Value as of Grant DateAward Grant Date Fair ValueAccounts receivables, netAccounts Receivable, after Allowance for Credit LossEntity Registrant NameEntity Registrant NameGain on remeasurement of equity investmentEquity Investment, Remeasurement Gain (Loss)Equity Investment, Remeasurement Gain (Loss)Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table]Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table]Stock Price or TSR Estimation MethodStock Price or TSR Estimation Method [Text Block]Held for SaleDisposal Group, Held-for-Sale, Not Discontinued Operations [Member]Schedule of Debt InstrumentsSchedule of Long-Term Debt Instruments [Table Text Block]Dilutive effect of stock options and restricted stock units (in shares)Incremental Common Shares Attributable to Dilutive Effect of Share-Based Payment ArrangementsDepreciationDepreciation, NonproductionSettlement percent of population (as a percent)Loss Contingency, Claims Settled, PercentLoss Contingency, Claims Settled, PercentDocument Quarterly ReportDocument Quarterly ReportSchedule of Reconciliation of Total Segment Operating Income to Income Before Income TaxesSegment, Reconciliation of Other Items from Segments to Consolidated [Table Text Block]Long-term debtLong-Term Debt, Fair ValueChanged Peer Group, FootnoteChanged Peer Group, Footnote [Text Block]James F. Cleary [Member]James F. ClearyAdjustment To PEO Compensation, FootnoteAdjustment To PEO Compensation, Footnote [Text Block]Alliance Healthcare debtAlliance Healthcare Debt [Member]Alliance Healthcare DebtSegment Reconciling ItemsAcquisition-related intangibles amortizationSegment Reporting, Reconciling Item, Excluding Corporate Nonsegment [Member]Term loan due in 2028Term Loan Facility Due In 2028 [Member]Term Loan Facility Due In 2028TitleTrading Arrangement, Individual TitlePeer Group Total Shareholder Return AmountPeer Group Total Shareholder Return AmountPrepaid expenses and otherPrepaid Expense and Other AssetsSchedule of Finite-lived Intangible AssetsSchedule of Finite-Lived Intangible Assets [Table Text Block]Restatement Determination Date:Restatement Determination Date [Axis]CashPayments to Acquire Businesses, Gross$750,000, 3.450% senior notes due 2027$750,000, 3.450% Senior Notes Due 2027 [Member]$750,000, 3.450% Senior Notes Due 2027Non-PEO NEONon-PEO NEO [Member]Schedule of Restructuring and Other ExpensesRestructuring and Related Costs [Table Text Block]Other, netProceeds from (Payment for) Other Financing ActivitySettlement of a receivable resulting from a pre-existing commercial relationshipSettlement of a receivable resulting from a pre-existing commercial relationshipBusiness Combination, Consideration Transferred, Tangible and Intangible Assets, Excluding CashSegment Reporting, Revenue Reconciling Item [Line Items]Segment Reporting, Revenue Reconciling Item [Line Items]Other intangible assetsOther Intangible Assets [Member]NameTrading Arrangement, Individual NameAll Award TypesAward Type [Domain]Noncontrolling interestsEquity, Attributable to Noncontrolling InterestEquity Awards AdjustmentsEquity Awards Adjustments [Member]Reconciliation of Revenue from Segments to Consolidated [Table]Reconciliation of Revenue from Segments to Consolidated [Table]Other, netOther Noncash Income (Expense)Pension Benefits Adjustments, FootnotePension Benefits Adjustments, Footnote [Text Block]Compensation AmountOutstanding Recovery Compensation AmountPrincipal amountPrincipalDebt Instrument, Face AmountNonrecourse debtNon-recourse Debt [Member]Non-recourse Debt [Member]Debt Instrument, Name [Domain]Debt Instrument, Name [Domain]Statement of Comprehensive Income [Abstract]Statement of Comprehensive Income [Abstract]Litigation and opioid-related expenses (credit), netLitigation and opioid-related (expenses) credit, netLitigation Settlement, Fee ExpenseRecovery of Erroneously Awarded Compensation Disclosure [Line Items]Fair ValueEstimate of Fair Value Measurement [Member]Share Repurchase Program [Axis]Share Repurchase Program [Axis]MNPI Disclosure Timed for Compensation ValueMNPI Disclosure Timed for Compensation Value [Flag]NameAwards Close in Time to MNPI Disclosures, Individual NameAdjustments to RCA and OneOncology equity unitsBusiness Combination, Contingent Consideration, Change in Contingent Consideration, Liability, Increase (Decrease)Aggregate Erroneous Compensation Not Yet DeterminedAggregate Erroneous Compensation Not Yet Determined [Text Block]MDL and Other Related State Court LitigationMultidistrict Litigation and Other Related State Court Litigation [Member]Multidistrict Litigation and Other Related State Court LitigationShare-based compensation expenseAPIC, Share-Based Payment Arrangement, Increase for Cost RecognitionAccumulated other comprehensive lossAccumulated Other Comprehensive Income (Loss), Net of TaxOther assetsDisposal Group, Including Discontinued Operation, Other Assets, CurrentFinancial Instruments [Domain]Financial Instruments [Domain]Accrued income taxesBusiness Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Current Liabilities, Accrued Income TaxesBusiness Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Current Liabilities, Accrued Income TaxesLitigation Case [Axis]Litigation Case [Axis]OneOncologyOneOncology [Member]OneOncologySegments [Domain]Segments [Domain]Schedule of Indefinite-lived Intangible AssetsSchedule of Indefinite-Lived Intangible Assets [Table Text Block]Aggregate Pension Adjustments Service CostAggregate Pension Adjustments Service Cost [Member]Fair Value Hierarchy and NAV [Domain]Fair Value Hierarchy and NAV [Domain]Balance Sheet Location [Domain]Statement of Financial Position Location, Balance [Domain]InventoriesIncrease (Decrease) in InventoriesInventoriesInventoriesInventory, NetDeveloped technologyDeveloped Technology Rights [Member]Finite-Lived Intangible Assets by Major Class [Axis]Finite-Lived Intangible Assets by Major Class [Axis]$500,000, 4.250% senior notes due 2030$500,000, 4.250% Senior Notes Due 2030 [Member]$500,000, 4.250% Senior Notes Due 2030Purchase accounting adjustmentsGoodwill, Measurement Period AdjustmentCompany Selected Measure NameCompany Selected Measure NameFair Value Measurement [Domain]Fair Value Measurement [Domain]DebtDebt Disclosure [Text Block]Aggregate AvailableTrading Arrangement, Securities Aggregate Available AmountAccounts payableAccounts Payable, CurrentOther non-strategic businessesOther Non-Strategic Businesses [Member]Other Non-Strategic BusinessesStock Appreciation Rights (SARs)Stock Appreciation Rights (SARs) [Member]$500,000, 2.800% senior notes due 2030$500,000, 2.800% Senior Notes Due 2030 [Member]$500,000, 2.800% Senior Notes Due 2030Total liabilities assumedBusiness Combination, Recognized Liability Assumed, LiabilityAll Executive CategoriesAll Executive Categories [Member]Stockholders' Equity Note [Abstract]Common stock, $0.01 par value - authorized, issued, and outstanding: March 31, 2026 - 600,000,000 shares, 298,332,545 shares, and 194,560,641 shares September 30, 2025 - 600,000,000 shares, 297,401,863 shares, and 193,937,673 sharesCommon Stock, Value, IssuedPotential increase in receivables securitization facilityLine Of Credit Facility, Accordion Feature, Increase LimitLine Of Credit Facility, Accordion Feature, Increase LimitDiscountDebt Instrument, Issuance Discount (Premium), PercentageDebt Instrument, Issuance Discount (Premium), PercentageGoodwill [Roll Forward]Goodwill [Roll Forward]Litigation and Opioid-Related Expenses (Credit)Litigation and Opioid-Related Expenses (Credit) [Member]Litigation and Opioid-Related Expenses (Credit)Prepaid expenses and otherBusiness Combination, Recognized Asset Acquired, Prepaid Expense and Other Asset, CurrentAntitrust SettlementsCommitments and Contingencies Disclosure [Text Block]Diluted (in shares)Weighted average common shares outstanding - diluted (in shares)Weighted Average Number of Shares Outstanding, DilutedNew Reporting StructureSegment Reporting, Policy [Policy Text Block]Commitments and contingencies (Note 10)Commitments and ContingenciesNon-GAAP Measure DescriptionNon-GAAP Measure Description [Text Block]Cash acquiredCash Acquired from AcquisitionBusiness Combination [Axis]Business Combination [Axis]Total comprehensive incomeComprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling InterestEntity Small BusinessEntity Small BusinessOwnership acquired (as a percent)Business Combination, Voting Equity Interest Acquired, PercentageIncome Tax Disclosure [Abstract]Income Tax Disclosure [Abstract]Noncontrolling InterestsNoncontrolling Interest [Member]Accrued litigation expenseLoss Contingency, Loss in PeriodAcquired DatasetDatabase Rights [Member]Restricted Cash and Cash Equivalent Item [Line Items]Restricted Cash and Cash Equivalent Item [Line Items]Document Transition ReportDocument Transition ReportOther assetsBusiness Combination, Recognized Asset Acquired, Other Asset, NoncurrentExpense period (in years)Business Combination, Contingent Consideration, Liability, TermBusiness Combination, Contingent Consideration, Liability, Term3.625% Senior Notes due 2032€500,000, 3.625% senior notes due 2032€500,000, 3.625% Senior Notes Due 2032 [Member]€500,000, 3.625% Senior Notes Due 2032Underlying SecuritiesAward Underlying Securities AmountEquity Component [Domain]Equity Component [Domain]Document Period End DateDocument Period End DatePEO Actually Paid Compensation AmountPEO Actually Paid Compensation AmountIncome TaxesIncome Tax Disclosure [Text Block]Borrowings under revolving and securitization credit facilitiesProceeds from Lines of CreditTürkiye highly inflationary impactInflationary Accounting ImpactInflationary Accounting ImpactAwards Close in Time to MNPI Disclosures, TableAwards Close in Time to MNPI Disclosures [Table Text Block]Deferred income taxesBusiness Combination, Recognized Liability Assumed, Deferred Tax LiabilityTotal stockholders’ equityBeginning balanceEnding balanceEquity, Including Portion Attributable to Noncontrolling InterestAccrued litigation liabilityEstimated Litigation Liability, NoncurrentDistribution of prescription opioid medicationsOpioid Lawsuits and Investigations, Distribution Of Prescription Opioid Medications [Member]Opioid Lawsuits and Investigations, Distribution Of Prescription Opioid MedicationsDocument TypeDocument TypeNameOutstanding Recovery, Individual NameLoss Contingencies [Table]Loss Contingencies [Table]Product and Service [Axis]Product and Service [Axis]Business Combination, Intangible Asset, Acquired, Finite-Lived [Table]Business Combination, Intangible Asset, Acquired, Finite-Lived [Table]Business Combination, Contingent Consideration, Type [Domain]Business Combination, Contingent Consideration, Type [Domain]Litigation Status [Domain]Litigation Status [Domain]All IndividualsAll Individuals [Member]Fair Value Disclosures [Abstract]Fair Value Disclosures [Abstract]Capital expendituresPayments to Acquire Property, Plant, and EquipmentNameForgone Recovery, Individual NameTotal current assetsAssets, CurrentFair ValueFinite-Lived Intangible Assets AcquiredYear-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and UnvestedYear-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested [Member]Shareholder Securities LitigationShareholder Securities Litigation [Member]Shareholder Securities LitigationAccrued expenses and otherDisposal Group, Including Discontinued Operation, Accrued Liabilities, CurrentDisposal Group Classification [Axis]Disposal Group Classification [Axis]Total liability accrualLoss Contingency AccrualAuthorized amount under share repurchase programShare Repurchase Program, Authorized, AmountAggregate Erroneous Compensation AmountAggregate Erroneous Compensation AmountForeign currency translationGoodwill, Foreign Currency Translation, Gain (Loss)Employee tax withholdings related to restricted share vestingPayment, Tax Withholding, Share-Based Payment ArrangementPeer Group Issuers, FootnotePeer Group Issuers, Footnote [Text Block]Erroneous Compensation AnalysisErroneous Compensation Analysis [Text Block]Share Repurchase Program [Domain]Share Repurchase Program [Domain]Schedule of Finite-Lived Intangible Assets [Table]Intangible Asset, Finite-Lived [Table]Schedule Reportable and Operating Segment Disaggregated RevenueReconciliation of Operating Profit (Loss) from Segments to Consolidated [Table Text Block]Current liabilities:Liabilities, Current [Abstract]Total segment operating expensesOperating ExpensesRule 10b5-1 Arrangement TerminatedRule 10b5-1 Arrangement Terminated [Flag]$500,000, 4.250% senior notes due 2045$500,000, 4.250% Senior Notes Due 2045 [Member]Represents the 4.25% senior notes due March 1, 2045.Level 1 InputsFair Value, Inputs, Level 1 [Member]Borrowings outstandingLong-Term Line of CreditAccounts payableBusiness Combination, Recognized Liability Assumed, Accounts Payable, CurrentAccrued expensesIncrease (Decrease) in Accrued LiabilitiesDiluted (in usd per share)Earnings Per Share, DilutedErroneously Awarded Compensation RecoveryErroneously Awarded Compensation Recovery [Table]Accounts receivable, less allowances for returns and credit losses: March 31, 2026 - $1,711,078; September 30, 2025 - $1,796,172Accounts Receivable, after Allowance for Credit Loss, CurrentTitle of 12(b) SecurityTitle of 12(b) SecurityDisposal Groups, Including Discontinued Operations [Table]Disposal Groups, Including Discontinued Operations [Table]Accounts payableAccounts PayableOther comprehensive (loss) incomeOther Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent [Abstract]Treasury stock (in shares)Treasury Stock, Common, SharesEarnings per share:Earnings Per Share [Abstract]Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]Consolidation Items [Domain]Consolidation Items [Domain]Other (income) loss, netOther (income) loss, netNonoperating Income (Expense)Gross profitGross ProfitGoodwill impairmentGoodwill, Written off Related to Sale of Business UnitPublic Nuisance, Phase TwoPublic Nuisance, Phase Two [Member]Public Nuisance, Phase TwoMoney Market Facility from April 1 through December 1Money Market Facility from April 1 through December 1 [Member]Money Market Facility from April 1 through December 1Other, netStockholders' Equity, OtherPrincipal paymentDebt Instrument, Repaid, Principal2028Finite-Lived Intangible Asset, Expected Amortization, Year TwoAward Timing Disclosures [Line Items]Receivables securitization facility due in 2028Receivables Securitization Facility [Member]Total assets held for saleTotal assets held for saleDisposal Group, Including Discontinued Operation, Assets, CurrentRemeasurement gain related to OneOncology acquisitionBusiness Combination, Achieved in Stages, Preacquisition Equity Interest in Acquiree, Remeasurement, GainOther intangible assetsDisposal Group, Including Discontinued Operation, Intangible Assets, CurrentTrade NamesTrade nameTrade Names [Member]Net income attributable to Cencora, Inc.Net Income (Loss) Attributable to ParentIntersegment eliminationsIntersegment Eliminations [Member]Expiration DateTrading Arrangement Expiration DateMarch 2024 Share Repurchase ProgramMarch 2024 Share Repurchase Program [Member]March 2024 Share Repurchase ProgramPending litigationPending Litigation [Member]Restructuring and Other Expenses, NetRestructuring, Impairment, and Other Activities Disclosure [Text Block]$700,000, 5.150% senior notes due 2035$700,000, 5.150% Senior Notes Due 2035 [Member]$700,000, 5.150% Senior Notes Due 2035ThereafterFinite-Lived Intangible Asset, Expected Amortization, After Year FourFinite-Lived Intangible Asset, Expected Amortization, After Year FourRestrictions on Cash and Cash Equivalents [Table]Restrictions on Cash and Cash Equivalents [Table]Property and equipment, netProperty and equipment, netProperty, Plant and Equipment, NetSegment Reporting Information [Line Items]Segment Reporting Information [Line Items]Restructuring and other expenses, netTotal restructuring and other expenses, netRestructuring and other expenses, netRestructuring ChargesAdoption DateTrading Arrangement Adoption DatePotential paymentBusiness Combination, Contingent Consideration, Range of Outcomes, Maximum, AmountCompensation Actually Paid vs. Net IncomeCompensation Actually Paid vs. Net Income [Text Block]Accounts receivableIncrease (Decrease) in Accounts ReceivableEntity Current Reporting StatusEntity Current Reporting StatusU. S. Healthcare SolutionsU.S. Healthcare SolutionsU.S. Healthcare Solutions [Member]U.S. Healthcare SolutionsExpense periodMeasurement Input, Expected Term [Member]Awards Close in Time to MNPI DisclosuresAwards Close in Time to MNPI Disclosures [Table]Customer relationshipsCustomer Relationships [Member]Operating incomeTotal segment operating incomeOperating incomeOperating Income (Loss)Consolidated Entities [Domain]Consolidated Entities [Domain]Retained earningsRetained Earnings (Accumulated Deficit)Financial Instrument [Axis]Financial Instrument [Axis]Statement of Financial Position [Abstract]Statement of Financial Position [Abstract]Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and UnvestedYear-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested [Member]Executive Category:Executive Category [Axis]Stockholders' Equity and Earnings per ShareStockholders' Equity And Weighted Average Common Shares Outstanding [Text Block]Stockholders' Equity And Weighted Average Common Shares OutstandingCurrent estimate recorded in accrued expenses and otherLoss Contingency, Accrual, CurrentCurrent Fiscal Year End DateCurrent Fiscal Year End DateClass of Stock [Axis]Class of Stock [Axis]Subsequent Event Type [Domain]Subsequent Event Type [Domain]Finite-livedFinite-Lived Intangible Assets, Net [Abstract]Management Service AgreementService Agreements [Member]Accrued expenses and otherBusiness Combination, Recognized Liability Assumed, Other Liability, CurrentFinite-Lived Intangible Assets, Major Class Name [Domain]Finite-Lived Intangible Assets, Major Class Name [Domain]Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation TableAggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table [Member]Total liabilities held for saleTotal liabilities held for saleDisposal Group, Including Discontinued Operation, Liabilities, CurrentReallocated goodwillGoodwill, TransfersStatement [Table]Statement [Table]EFFECT OF EXCHANGE RATE CHANGES ON CASH, CASH EQUIVALENTS, AND RESTRICTED CASHEffect of Exchange Rate on Cash, Cash Equivalent, Restricted Cash, and Restricted Cash Equivalent, Including Discontinued OperationProvision for deferred income taxesDeferred Income Tax Expense (Benefit)Adjustments to reconcile net income to net cash (used in) provided by operating activities:Adjustment to Reconcile Net Income to Cash Provided by (Used in) Operating Activity [Abstract]FINANCING ACTIVITIESCash Provided by (Used in) Financing Activity, Including Discontinued Operation [Abstract]Equity Awards Adjustments, Excluding Value Reported in Compensation TableEquity Awards Adjustments, Excluding Value Reported in the Compensation Table [Member]Net assets acquiredBusiness Combination, Recognized Asset Acquired to Liability Assumed, Excess (Less), and GoodwillUnrecognized tax benefitsUnrecognized Tax BenefitsAntidilutive securities excluded from earnings per share computation (in shares)Antidilutive Securities Excluded from Computation of Earnings Per Share, AmountWeighted average common shares outstanding:Weighted Average Number of Shares Outstanding, Diluted [Abstract]All Adjustments to CompensationAll Adjustments to Compensation [Member]Fair Value, by Balance Sheet Grouping [Table]Fair Value, by Balance Sheet Grouping [Table]Multi-Year Term Loan FacilityMulti-Year Term Loan Facility [Member]Multi-Year Term Loan FacilityNoncontrolling interestBusiness Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair ValueAmendment FlagAmendment FlagTreasury stock, at cost: March 31, 2026 - 103,771,904 shares; September 30, 2025 - 103,464,190 sharesTreasury Stock, Common, ValueTermination DateTrading Arrangement Termination DateNET CASH PROVIDED BY FINANCING ACTIVITIESCash Provided by (Used in) Financing Activity, Including Discontinued OperationInsider Trading Policies and Procedures AdoptedInsider Trading Policies and Procedures Adopted [Flag]Measure:Measure [Axis]364-Day Term Loan Facility364-Day Term Loan Facility [Member]364-Day Term Loan FacilityUnrecognized tax benefits - interest and penaltiesUnrecognized Tax Benefits, Income Tax Penalties and Interest AccruedAcquisition date, revenueBusiness Combination, Acquiree's Revenue since Acquisition Date, ActualBasic (in shares)Weighted average common shares outstanding - basic (in shares)Weighted Average Number of Shares Outstanding, BasicAvailability remaining under programShare Repurchase Program, Remaining Authorized, AmountIndefinite-lived intangiblesIndefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract]Cost of goods soldTotal segment cost of goods soldCost of Product and Service SoldTax benefits that would reduce income tax expense and effective tax rateUnrecognized Tax Benefits that Would Impact Effective Tax RateDisposal Group Classification [Domain]Disposal Group Classification [Domain]Segment Reporting [Abstract]Segment Reporting [Abstract]Prepaid expenses and otherDisposal Group, Including Discontinued Operation, Prepaid and Other Assets, CurrentPay vs Performance Disclosure, TablePay vs Performance [Table Text Block]Debt Disclosure [Abstract]Debt Disclosure [Abstract]Forgone Recovery due to Violation of Home Country Law, AmountForgone Recovery due to Violation of Home Country Law, AmountEntity Tax Identification NumberEntity Tax Identification NumberSchedule of VIE's Assets and LiabilitiesSchedule of Variable Interest Entities [Table Text Block]Restructuring and Related Activities [Abstract]Restructuring and Related Activities [Abstract]Forgone Recovery due to Expense of Enforcement, AmountForgone Recovery due to Expense of Enforcement, AmountConsolidated Entities [Axis]Consolidated Entities [Axis]Common stock, par value (in usd per share)Common Stock, Par or Stated Value Per ShareSchedule of Weighted Average Number of Common Shares OutstandingSchedule of Weighted Average Number of Shares [Table Text Block]Common stock, issued (in shares)Common Stock, Shares, IssuedRight to recover assetsContract with Customer, Asset, before Allowance for Credit Loss, CurrentAccounts receivable, less allowance for credit lossesDisposal Group, Including Discontinued Operation, Accounts, Notes and Loans Receivable, NetGoodwill and Other Intangible AssetsGoodwill and Intangible Assets Disclosure [Text Block]Insurance carriers paidProceeds from Legal SettlementsUse of EstimatesUse of Estimates, Policy [Policy Text Block]Schedule of Changes in the Carrying Value of Goodwill by Reportable SegmentSchedule of Goodwill [Table Text Block]Trading Arrangement:Trading Arrangement [Axis]Total Shareholder Return AmountTotal Shareholder Return AmountLoss Contingencies [Line Items]Loss Contingencies [Line Items]Foreign currency translation adjustmentsOther Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of TaxInsider Trading Arrangements [Line Items]OtherSegment Reporting, Reconciling Item, Corporate Nonsegment [Member]Security Exchange NameSecurity Exchange NameSchedule of Reportable Segment Operating IncomeReconciliation of Revenue from Segments to Consolidated [Table Text Block]Total liabilitiesLiabilitiesShort-term debtBusiness Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Current Liabilities, Short Term DebtBusiness Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Current Liabilities, Short Term DebtMaximum borrowing capacityLine of Credit Facility, Maximum Borrowing CapacityPension Adjustments Prior Service CostPension Adjustments Prior Service Cost [Member]Number of distributorsNumber Of DistributorsNumber Of DistributorsIndefinite-lived Intangible Assets, Major Class Name [Domain]Indefinite-Lived Intangible Assets, Major Class Name [Domain]Operating expenses:Operating Expenses [Abstract]Material Terms of Trading ArrangementMaterial Terms of Trading Arrangement [Text Block]Fair value of previously held equity method investment in OneOncologyFair value of previously held equity method investment in OneOncologyFair value of previously held equity method investment in OneOncologyBusiness Combination, Achieved in Stages, Preacquisition Equity Interest in Acquiree, Fair ValueProceeds from sale of assetsProceeds from Sale of Other Productive AssetsLong-term debtBusiness Combination, Recognized Liability Assumed, Long-Term Debt, NoncurrentStatement [Line Items]Statement [Line Items]$1,000,000, 2.700% senior notes due 2031$1,000,000, 2.700% Senior Notes Due 2031 [Member]$1,000,000, 2.700% Senior Notes Due 2031Consolidation Items [Axis]Consolidation Items [Axis]Rule 10b5-1 Arrangement AdoptedRule 10b5-1 Arrangement Adopted [Flag]Cash and cash equivalentsCash and cash equivalentsCash and Cash EquivalentInventoriesDisposal Group, Including Discontinued Operation, Inventory, CurrentAcquisitionsNoncontrolling Interest, Adjustment From Business CombinationNoncontrolling Interest, Adjustment From Business CombinationCommon StockCommon Stock [Member]Entity Incorporation, State or Country CodeEntity Incorporation, State or Country CodeNon-NEOsNon-NEOs [Member]DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASHCash, Cash Equivalent, Restricted Cash, and Restricted Cash Equivalent, Period Increase (Decrease), Including Exchange Rate Effect and Discontinued OperationEX-101.PRE
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Fiscal period values are FY, Q1, Q2, and Q3. 1st, 2nd and 3rd quarter 10-Q or 10-QT statements have value Q1, Q2, and Q3 respectively, with 10-K, 10-KT or other fiscal year statements having FY.
This is focus fiscal year of the document report in YYYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.
Indicate 'Yes' or 'No' whether registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure.
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
Indicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure.
Boolean flag that is true when the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).
Amount, after allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business, classified as current.
Carrying amount as of the balance sheet date of the unpaid sum of the known and estimated amounts payable to satisfy all domestic and foreign income tax obligations due beyond one year or the operating cycle, whichever is longer. Alternate captions include income taxes payable, noncurrent.
Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).
Value received from shareholders in common stock-related transactions that are in excess of par value or stated value and amounts received from other stock-related transactions. Includes only common stock transactions (excludes preferred stock transactions). May be called contributed capital, capital in excess of par, capital surplus, or paid-in capital.
Amount classified as assets attributable to disposal group held for sale or disposed of, expected to be disposed of within one year or the normal operating cycle, if longer.
Amount of cash and cash equivalent. Cash includes, but is not limited to, currency on hand, demand deposit with financial institution, and account with general characteristic of demand deposit. Cash equivalent includes, but is not limited to, short-term, highly liquid investment that is both readily convertible to known amount of cash and so near maturity that it presents insignificant risk of change in value because of change in interest rate.
Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur.
Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.
Amount, before allowance for credit loss, of right to consideration in exchange for good or service transferred to customer when right is conditioned on something other than passage of time, classified as current.
Amount, after allocation of valuation allowances and deferred tax liability, of deferred tax asset attributable to deductible differences and carryforwards, with jurisdictional netting.
Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.
Sum of the carrying amounts of all intangible assets, excluding goodwill, as of the balance sheet date, net of accumulated amortization and impairment charges.
Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.
Amount classified as liabilities attributable to disposal group held for sale or disposed of, expected to be disposed of within one year or the normal operating cycle, if longer.
Carrying amount of estimated litigation liability for known or estimated probable loss from litigation, which may include attorneys' fees and other litigation costs, which is expected to be paid after one year or beyond the normal operating cycle, if longer.
Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt classified as noncurrent. Excludes lease obligation.
Amount of asset related to consideration paid in advance for costs that provide economic benefits in future periods, and amount of other assets that are expected to be realized or consumed within one year or the normal operating cycle, if longer.
Amount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.
Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.
The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets.
Amount of write-down of assets recognized in the income statement. Includes, but is not limited to, losses from tangible assets, intangible assets and goodwill.
Amount of expense for acquisition-related cost incurred to effect business combination. Includes, but is not limited to, finder's fee; advisory, legal, accounting, valuation, and other professional and consulting fees; and general administrative cost, including cost of maintaining internal acquisition department.
The aggregate costs related to goods produced and sold and services rendered by an entity during the reporting period. This excludes costs incurred during the reporting period related to financial services rendered and other revenue generating activities.
The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.
Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.
The aggregate amount of income or expense from ancillary business-related activities (that is to say, excluding major activities considered part of the normal operations of the business).
Amount of expenses associated with exit or disposal activities pursuant to an authorized plan. Excludes expenses related to a discontinued operation or an asset retirement obligation.
Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).
The aggregate total costs related to selling a firm's product and services, as well as all other general and administrative expenses. Direct selling expenses (for example, credit, warranty, and advertising) are expenses that can be directly linked to the sale of specific products. Indirect selling expenses are expenses that cannot be directly linked to the sale of specific products, for example telephone expenses, Internet, and postal charges. General and administrative expenses include salaries of non-sales personnel, rent, utilities, communication, etc.
The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period.
Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period.
Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.
Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income (loss) and other comprehensive income (loss), attributable to noncontrolling interests. Excludes changes in equity resulting from investments by owners and distributions to owners.
Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.
Amount after tax and reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature.
This element represents movements included in the statement of changes in stockholders' equity which are not separately disclosed or provided for elsewhere in the taxonomy.
The aggregate amount of recurring noncash expense charged against earnings in the period to allocate the cost of assets over their estimated remaining economic lives.
Amount of write-down of assets recognized in the income statement. Includes, but is not limited to, losses from tangible assets, intangible assets and goodwill.
Amount of increase (decrease) in value of liability in contingent consideration arrangement in business combination, including, but not limited to, difference arising upon settlement.
Amount of gain (loss) from remeasurement of acquisition-date fair value of equity interest in acquiree held by acquirer immediately before acquisition date in business combination achieved in stages.
Amount of cash and cash equivalent, and cash and cash equivalent restricted to withdrawal or usage; attributable to continuing operation. Cash includes, but is not limited to, currency on hand, demand deposit with financial institution, and account with general characteristic of demand deposit. Cash equivalent includes, but is not limited to, short-term, highly liquid investment that is both readily convertible to known amount of cash and so near maturity that it presents insignificant risk of change in value because of change in interest rate.
Amount of increase (decrease) in cash and cash equivalent, and cash and cash equivalent restricted to withdrawal or usage; including effect from exchange rate change and including, but not limited to, discontinued operation. Cash includes, but is not limited to, currency on hand, demand deposit with financial institution, and account with general characteristic of demand deposit. Cash equivalent includes, but is not limited to, short-term, highly liquid investment that is both readily convertible to known amount of cash and so near maturity that it presents insignificant risk of change in value because of change in interest rate.
The amount of expense recognized in the current period that reflects the allocation of the cost of tangible assets over the assets' useful lives. Includes production and non-production related depreciation.
Amount of increase (decrease) from effect of exchange rate change on cash and cash equivalent, and cash and cash equivalent restricted to withdrawal or usage; held in foreign currency; including, but not limited to, discontinued operation. Cash includes, but is not limited to, currency on hand, demand deposit with financial institution, and account with general characteristic of demand deposit. Cash equivalent includes, but is not limited to, short-term, highly liquid investment that is both readily convertible to known amount of cash and so near maturity that it presents insignificant risk of change in value because of change in interest rate.
Amount of gain (loss) from sale and disposal of integrated set of activities and assets capable of being conducted and managed for purpose of providing return in form of dividend, lower cost, or other economic benefit to investor, owner, member and participant.
The increase (decrease) during the reporting period in the aggregate amount of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business.
The increase (decrease) during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services.
The increase (decrease) during the reporting period in the aggregate value of all inventory held by the reporting entity, associated with underlying transactions that are classified as operating activities.
The change in the inventory reserve representing the cumulative difference in cost between the first in, first out and the last in, first out inventory valuation methods, which change has been reflected in the statement of income during the period.
Amount of cash inflow (outflow) from financing activity, including, but not limited to, discontinued operation. Financing activity includes, but is not limited to, obtaining resource from owner and providing return on, and return of, their investment; borrowing money and repaying amount borrowed, or settling obligation; and obtaining and paying for other resource obtained from creditor on long-term credit.
Amount of cash inflow (outflow) from investing activity, including, but not limited to, discontinued operation. Investing activity includes, but is not limited to, making and collecting loan, acquiring and disposing of debt and equity instruments, property, plant, and equipment, and other productive assets.
Amount of cash inflow (outflow) from operating activity, including, but not limited to, discontinued operation. Operating activity includes, but is not limited to, transaction, adjustment, and change in value not defined as investing or financing activity.
The cash outflow associated with the purchase of or advances to an equity method investments, which are investments in joint ventures and entities in which the entity has an equity ownership interest normally of 20 to 50 percent and exercises significant influence.
The cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets.
Amount of cash inflow from contractual arrangement with the lender, including but not limited to, letter of credit, standby letter of credit and revolving credit arrangements.
Amount of cash outflow for payment of an obligation from a lender, including but not limited to, letter of credit, standby letter of credit and revolving credit arrangements.
The accompanying financial statements present the consolidated financial position, results of operations, and cash flows of Cencora, Inc. and its subsidiaries, including less-than-wholly-owned subsidiaries in which Cencora, Inc. has a controlling financial interest (the “Company”), as of the dates and for the periods indicated. All significant intercompany accounts and transactions have been eliminated in consolidation.
The accompanying unaudited consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments (consisting only of normal recurring accruals, except as otherwise disclosed herein) considered necessary to present fairly the financial position as of March 31, 2026 and the results of operations and cash flows for the interim periods ended March 31, 2026 and 2025 have been included. Certain information and disclosures normally included in financial statements presented in accordance with U.S. GAAP, but which are not required for interim reporting purposes, have been omitted. The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual amounts could differ from these estimated amounts. Certain reclassifications have been made to prior-period amounts to conform to the current year presentation.
New Reporting Structure
The Company undertook a strategic review of its business to ensure alignment with its growth priorities and strategic drivers. As a result of this review, beginning in the first quarter of fiscal 2026, the Company reorganized certain business components within its reporting structure. The Company’s revised reporting structure is comprised of U.S. Healthcare Solutions, International Healthcare Solutions, and Other. The U.S. Healthcare Solutions reportable segment consists of U.S. Human Health (excluding legacy U.S. Consulting Services). The International Healthcare Solutions reportable segment consists of Alliance Healthcare, Innomar, World Courier, and strategic components of PharmaLex. Other, which is not considered a reportable segment, consists of businesses for which the Company has begun to explore strategic alternatives and includes MWI Animal Health, Profarma, U.S. Consulting Services, and the other components of PharmaLex. The Company’s previously reported segment results have been revised to conform to its re-aligned reporting structure. Refer to Note 6 and Note 13 for the Company’s presentation of goodwill and segment results, respectively, under the new reporting structure.
Restricted Cash
The Company is required to maintain certain cash deposits with banks mainly consisting of deposits restricted under contractual agency agreements and cash restricted by law and other obligations.
The following represents a reconciliation of cash and cash equivalents in the Consolidated Balance Sheets to cash, cash equivalents, and restricted cash in the Consolidated Statements of Cash Flows:
(amounts in thousands)
March 31, 2026
September 30, 2025
March 31, 2025
September 30, 2024
(unaudited)
(unaudited)
Cash and cash equivalents
$
2,176,496
$
4,356,138
$
1,978,061
$
3,132,648
Restricted cash (included in Prepaid Expenses and Other)
59,766
38,411
132,298
98,596
Restricted cash (included in Other Assets)
—
—
68,207
66,636
Cash, cash equivalents, and restricted cash
$
2,236,262
$
4,394,549
$
2,178,566
$
3,297,880
Recently Adopted Accounting Pronouncements
As of March 31, 2026, there were no recently-adopted accounting standards that had a material impact on the Company’s financial position, results of operations, cash flows, or notes to the financial statements upon their adoption.
Recently Issued Accounting Pronouncements Not Yet Adopted
In December 2023, the Financial Accounting Standards Board (“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 by jurisdiction. ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted. The guidance should be applied prospectively, but entities have the option to apply it retrospectively for each period presented. The Company is evaluating the impact of adopting this new accounting guidance.
In November 2024, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”).” ASU 2024-03 requires disaggregated disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. Expense captions should be disaggregated to include expenses related to purchases of inventory, employee compensation, depreciation, and intangible asset amortization. ASU 2024-03 applies to public entities and is effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The guidance should be applied prospectively with the option for retrospective application. The Company is evaluating the impact of adopting this new accounting guidance.
On February 2, 2026, the Company acquired the majority of the outstanding equity interests that it did not previously own in OneOncology, a physician-led national platform empowering independent medical specialty practices rooted in oncology, for total fair value consideration of $7,387.1 million, which included cash consideration of $4,648.7 million, $1,934.2 million of fair value of its previously held equity method investment, $752.1 million of estimated contingent consideration for certain OneOncology physicians and members of management that retained an 8% interest in OneOncology, and $52.0 million for the settlement of a receivable resulting from a pre-existing commercial arrangement between the Company and OneOncology. The Company funded the transaction through a combination of new debt financing (see Note 7) and cash on-hand. The Company believes the acquisition of OneOncology allows it to broaden its relationships with community oncology providers and to build on 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 estimated fair values at the date of the acquisition in the table that follows. The allocation as of March 31, 2026 is pending the finalization of the third-party appraisals of intangible assets and corresponding deferred taxes, the finalization of working capital and related account balances, and the lease right-of-use assets and liabilities. There can be no assurance that the estimated amounts recorded as of March 31, 2026 will represent the final purchase price allocation.
(in thousands)
Consideration
Cash
$
4,648,720
Fair value of previously held equity method investment in OneOncology
1,934,224
Estimated contingent consideration
752,141
Settlement of a receivable resulting from a pre-existing commercial relationship
51,990
Estimated fair value of total consideration
$
7,387,075
Recognized amounts of identifiable assets acquired and liabilities assumed
Cash and cash equivalents
$
58,891
Accounts receivable
257,831
Inventories
13,177
Prepaid expenses and other
21,091
Property and equipment
482,389
Goodwill
3,870,747
Other intangible assets
3,072,000
Other assets
643,426
Total assets acquired
$
8,419,552
Accounts payable
$
19,644
Accrued expenses and other
190,007
Short-term debt
45,358
Long-term debt
323,985
Deferred income taxes
84,179
Other liabilities
364,386
Total liabilities assumed
$
1,027,559
Net assets acquired
$
7,391,993
Fair value of previously held equity method investment in OneOncology
(1,934,224)
Estimated contingent consideration
(752,141)
Settlement of a receivable resulting from a pre-existing commercial relationship
(51,990)
Noncontrolling interest
(4,918)
Total cash paid
4,648,720
Cash acquired
(58,891)
Net cash paid
$
4,589,829
The estimated acquisition date fair value of the Company’s previously held equity method investment in OneOncology was based on the purchase price to acquire the majority of the outstanding equity interests.
As part of the acquisition, certain OneOncology physicians and members of management retained equity in OneOncology. The Company evaluated the equity unit arrangements to determine if the contingent payments were part of the purchase price or post-acquisition compensation expense, which would be recognized over any future service period. The $752.1 million of contingent consideration relates to the retained equity units and represents purchase consideration, as there is no post-acquisition service requirement. The majority of the estimated contingent consideration was recorded at its fair value based on the unit price that the Company paid to acquire OneOncology multiplied by the number of equity units retained by OneOncology physicians and members of management, plus the fair value of an embedded option feature related to these equity units. The fair value of the retained units, including the embedded option feature, represents a Level 3 fair value measurement. The embedded option feature was valued using a Monte Carlo simulation, including assumptions related to the equity unit values, discount rate, and volatility.
The estimated fair value of the intangible assets acquired and the estimated useful lives are as follows:
(in thousands, except useful lives)
Fair Value
Useful Life
Management Service Agreement
$
2,750,000
20
Trade name
300,000
15
Developed technology
16,000
5
Acquired Dataset
6,000
3
Total
$
3,072,000
Goodwill reflects the intangible assets that do not qualify for separate recognition. Approximately $2,440 million of goodwill resulting from this acquisition is expected to be deductible for income tax purposes.
The Company incurred $54.3 million of acquisition-related costs in connection with this acquisition in the six months ended March 31, 2026. These costs were recognized in Acquisition and Divestiture-Related Deal and Integration Expenses in the Company’s Consolidated Statements of Operations.
The Company’s consolidated results of operations since the acquisition date include $313.7 million of revenue from the Management Services Organization and certain consolidated OneOncology practices. The operating results from the majority of the OneOncology practices are not consolidated. OneOncology’s operating results are consolidated as a component of the U.S. Healthcare Solutions reportable segment (see Note 13).
In connection with the acquisition of OneOncology, the Company recorded a $1,086.6 million gain on the remeasurement of its equity method investment and the extinguishment of the put option liability related to its previously held investment in OneOncology in other (income) loss, net in the three and six months ended March 31, 2026.
RCA Acquisition
On January 2, 2025, the Company acquired an 85% interest in Retina Consultants of America (“RCA”) for $4,042.0 million in cash, $694.4 million of contingent consideration related to equity units for certain RCA physicians and members of management that retained the remaining 15% interest in RCA, $545.7 million for the settlement of a net receivable resulting from a pre-existing commercial relationship between the Company and RCA, and $393.1 million for contingent consideration payable to the sellers associated with RCA’s achievement of certain predefined business objectives in fiscal 2027 and fiscal 2028. The Company funded the cash purchase price through a combination of cash on hand and new debt financing. The Company believes the acquisition of RCA allows it to broaden its relationships with community providers and to build on its leadership in specialty pharmaceuticals within its U.S. Healthcare Solutions reportable segment.
As part of the acquisition, certain RCA physicians and members of management retained equity in RCA. The Company evaluated the equity unit arrangements to determine if the contingent payments were part of the purchase price or post-acquisition compensation expense, which would be recognized over any future service period. The $694.4 million of contingent consideration for the retained equity units was concluded to be a part of the purchase price and initially recorded at its fair value at the time of the acquisition based on the unit price that the Company paid to acquire RCA times the number of equity units retained by RCA physicians and members of management, and represents a Level 3 fair value measurement. The equity units retained by RCA physicians have an embedded option feature that is a liability classified compensation arrangement and is being expensed ratably over a period of 1.5 years. The fair value of the embedded option feature was determined using a Black-Scholes model that included assumptions for the equity unit value, expected life, and volatility and represents a Level 3 fair value measurement. The Company recognized an expense of $93.9 million related to this embedded option feature and other incentive units granted in connection with the RCA acquisition in Acquisition and Divestiture-Related Deal and Integration Expenses in its Consolidated Statement of Operations for the six months ended March 31, 2026. The Company’s estimated liability related to these equity units was $909.5 million and $815.2 million as of March 31, 2026 and September 30, 2025, respectively, and is recorded in Other Liabilities on the Company’s Consolidated Balance Sheets.
The $393.1 million of contingent consideration represented an initial estimate for RCA’s achievement of certain predefined business objectives in fiscal 2027 and fiscal 2028 and provides for the potential payment to the sellers of up to $500 million in the aggregate. The fair value of this liability was determined based on a weighted probability of the achievement of these objectives and represents a Level 3 fair value measurement. The Company’s estimated liability related to the achievement of these predefined business objectives is $412.6 million and includes $300.0 million in Accrued Expenses and Other and $112.6 million in Other Liabilities on its Consolidated Balance Sheet as of March 31, 2026. The Company’s estimated liability was $412.6 million as of September 30, 2025 and was recorded in Other Liabilities on its Consolidated Balance Sheet.
The Company previously completed the purchase price allocation as of December 31, 2025. The final purchase price has been allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of the acquisition in the table that follows:
(in thousands)
Consideration
Cash
$
4,042,007
Total estimated contingent consideration
1,087,450
Settlement of a net receivable resulting from a pre-existing commercial relationship
545,738
Estimated fair value of total consideration
$
5,675,195
Recognized amounts of identifiable assets acquired and liabilities assumed
Cash and cash equivalents
$
143,312
Accounts receivable
450,744
Inventories
110,564
Prepaid expenses and other
12,866
Property and equipment
173,098
Goodwill
4,780,042
Other intangible assets
178,000
Deferred income taxes
40,903
Other assets
182,307
Total assets acquired
$
6,071,836
Accounts payable
$
72,385
Accrued expenses and other
163,499
Accrued income taxes
4,258
Other liabilities
156,164
Total liabilities assumed
$
396,306
Net assets acquired
$
5,675,530
Total estimated contingent consideration
(1,087,450)
Settlement of a net receivable resulting from a pre-existing commercial relationship
(545,738)
Noncontrolling interest
(335)
Total cash paid
4,042,007
Cash acquired
(143,312)
Net cash paid
$
3,898,695
The estimated fair value of the trade name acquired is $178.0 millionand the estimated useful life is 15 years.
Goodwill reflects the intangible assets that do not qualify for separate recognition. Approximately $1,071 million of goodwill resulting from this acquisition is expected to be deductible for income tax purposes.
The Company incurred $65.1 million of acquisition-related costs in connection with this acquisition. These costs were recognized in the Company’s Consolidated Statements of Operations in the fiscal year ended September 30, 2025.
The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings.
The Company entered into an agreement in the second quarter of fiscal 2026 to sell its MWI Animal Health business, an operating segment within Other (see Note 13). In connection with this agreement, the Company concluded that the MWI Animal Health disposal group met the held for sale criteria and classified its assets and liabilities as held for sale as of March 31, 2026. The Company’s assets and liabilities held for sale as of March 31, 2026 also include its U.S. Consulting
Services business, which is included within Other. On April 30, 2026, the Company divested its U.S. Consulting Services business.
Total assets and liabilities of the disposal groups held for sale on the March 31, 2026 Consolidated Balance Sheet are comprised of the following:
(in thousands)
Cash and cash equivalents
$
24,487
Accounts receivable, less allowance for credit losses
The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.
The Company has substantial governance rights over Profarma Distribuidora de Produtos Farmacêuticos S.A. (“Profarma”) that allow it to direct the activities that significantly impact Profarma’s economic performance. As such, the Company consolidates the operating results of Profarma in its consolidated financial statements. The Company is not obligated to provide future financial support to Profarma.
The following assets and liabilities of Profarma are included in the Company’s Consolidated Balance Sheets:
(in thousands)
March 31, 2026
September 30, 2025
Cash and cash equivalents
$
10,366
$
70,796
Accounts receivables, net
308,577
260,759
Inventories
284,941
303,480
Prepaid expenses and other
54,740
55,981
Property and equipment, net
77,182
65,410
Other intangible assets
51,733
53,861
Other long-term assets
108,359
99,519
Total assets
$
895,898
$
909,806
Accounts payable
$
322,500
$
349,876
Accrued expenses and other
68,167
71,383
Short-term debt
77,772
116,361
Long-term debt
122,569
65,390
Deferred income taxes
7,977
11,986
Other long-term liabilities
82,910
75,132
Total liabilities
$
681,895
$
690,128
Profarma’s assets can only be used to settle its obligations, and its creditors do not have recourse to the general credit of the Company.
The entire disclosure for a variable interest entity (VIE), including but not limited to, judgments and assumptions in determining whether to consolidate and in identifying the primary beneficiary, gain (loss) recognized on the initial consolidation of the VIE, terms of arrangements, amounts and classification of the VIE's assets and liabilities, and the entity's maximum exposure to loss.
The Company files income tax returns in U.S. federal, state, and various foreign jurisdictions. As of March 31, 2026, the Company had unrecognized tax benefits, defined as the aggregate tax effect of differences between tax return positions and the benefits recognized in the Company’s financial statements, of $680.5 million ($622.1 million, net of federal benefit). If recognized, $586.5 million of these tax benefits would have reduced income tax expense and the effective tax rate. Included in this amount is $74.7 million of interest and penalties, which the Company records in Income Tax Expense in its Consolidated Statements of Operations. In the six months ended March 31, 2026, unrecognized tax benefits increased by $40.0 million.
The Company’s effective tax rates were 22.0% and 21.5% for the three and six months ended March 31, 2026, respectively. The Company’s effective tax rates were 22.7% and 21.8% for the three and six months ended March 31, 2025, respectively. The effective tax rates for the three and six months ended March 31, 2026 and 2025 were higher than the U.S. statutory rate primarily due to U.S. state income taxes, offset in part by the benefit of income taxed at rates lower than the U.S. statutory rate and tax benefits associated with equity compensation.
In connection with the change in the Company's reporting structure described in Note 1, the Company reallocated goodwill from the U.S. Healthcare Solutions reportable segment to Other based on the reporting units that were transferred. The following is a summary of the changes in the carrying value of goodwill, by reportable segment, for the six months ended March 31, 2026:
(in thousands)
U. S. Healthcare Solutions
International Healthcare Solutions
Other
Total
Goodwill as of September 30, 2025
$
11,104,990
$
2,571,530
$
—
$
13,676,520
Reallocated goodwill
(1,421,428)
—
1,421,428
—
Goodwill recognized in connection with acquisitions
4,149,998
72,617
—
4,222,615
Purchase accounting adjustments
5,813
—
—
5,813
Goodwill impairment
—
—
(165,665)
(165,665)
Goodwill reclassified to assets held for sale (Note 3)
—
—
(1,255,384)
(1,255,384)
Foreign currency translation
—
(30,851)
(379)
(31,230)
Goodwill as of March 31, 2026
$
13,839,373
$
2,613,296
$
—
$
16,452,669
The Company recorded a goodwill impairment of $165.7 million related to its U.S. Consulting Services business that was classified as held for sale as of March 31, 2026.
The following is a summary of other intangible assets:
March 31, 2026
September 30, 2025
(in thousands)
Weighted Average Remaining Useful Life
Gross Carrying Amount
Accumulated Amortization
Net Carrying Amount
Gross Carrying Amount
Accumulated Amortization
Net Carrying Amount
Indefinite-lived trade names
$
17,000
$
—
$
17,000
$
17,000
$
—
$
17,000
Finite-lived:
Customer relationships
13 years
4,001,013
(1,317,462)
2,683,551
5,250,912
(1,860,484)
3,390,428
Other intangible assets
19 years
4,159,765
(805,600)
3,354,165
1,457,176
(1,090,423)
366,753
Total other intangible assets
$
8,177,778
$
(2,123,062)
$
6,054,716
$
6,725,088
$
(2,950,907)
$
3,774,181
Amortization expense for finite-lived intangible assets was $117.2 million and $138.0 million in the three months ended March 31, 2026 and 2025, respectively. Amortization expense for finite-lived intangible assets was $243.3 million and $303.8 million in the six months ended March 31, 2026 and 2025, respectively. Amortization expense for finite-lived intangible assets is estimated to be $466.4 million in fiscal 2026, $443.4 million in fiscal 2027, $432.1 million in fiscal 2028, $417.4 million in fiscal 2029, $394.3 million in fiscal 2030, and $4,127.4 million thereafter.
Multi-currency revolving credit facility due in 2030
$
28,744
$
—
Receivables securitization facility due in 2028
—
—
Term loan due in 2027
799,300
799,043
Term loan due in 2028
299,630
—
Term loan due in 2029
999,076
—
Money market facility due in 2027
—
—
Working capital credit facility due in 2026
—
—
$750,000, 3.450% senior notes due 2027
748,570
748,150
$500,000, 4.625% senior notes due 2027
497,921
497,309
€500,000, 2.875% senior notes due 2028
572,378
583,903
$500,000, 3.950% senior notes due 2029
496,984
—
$600,000, 4.850% senior notes due 2029
597,006
596,603
$500,000, 2.800% senior notes due 2030
497,480
497,174
$500,000, 4.250% senior notes due 2030
496,108
—
$1,000,000, 2.700% senior notes due 2031
994,398
993,838
€500,000, 3.625% senior notes due 2032
570,009
581,685
$500,000, 4.600% senior notes due 2033
496,502
—
$500,000, 5.125% senior notes due 2034
495,398
495,104
$700,000, 5.150% senior notes due 2035
695,186
694,909
$1,000,000, 4.900% senior notes due 2036
989,677
—
$500,000, 4.250% senior notes due 2045
495,901
495,792
$500,000, 4.300% senior notes due 2047
494,221
494,088
$500,000, 5.650% senior notes due 2056
491,643
—
Alliance Healthcare debt
48,643
1,424
OneOncology physician notes
380,404
—
Nonrecourse debt
200,341
181,751
Total debt
12,385,520
7,660,773
Less borrowings outstanding under the multi-currency revolving credit facility
28,744
—
Less Alliance Healthcare current portion
48,643
1,424
Less OneOncology physician notes current portion
47,501
—
Less nonrecourse current portion
77,772
116,361
Long-term debt
$
12,182,860
$
7,542,988
Multi-Currency Revolving Credit Facility and Commercial Paper Program
The Company had a $4.5 billion multi-currency senior unsecured revolving credit facility (the “Multi-Currency Revolving Credit Facility”) with a syndicate of lenders. In January 2026, the Company amended and restated the Multi-Currency Revolving Credit Facility to increase the aggregate amount of the commitments under this facility to $5.5 billion. The Multi-Currency Revolving Credit Facility is scheduled to expire in June 2030. Interest on borrowings under the Multi-Currency Revolving Credit Facility accrues at specified rates based upon the Company’s debt rating. The Company pays facility fees to maintain the availability under the Multi-Currency Revolving Credit Facility at specified rates based on its debt rating. The Company may choose to repay or reduce its commitments under the Multi-Currency Revolving Credit Facility at any time. The Multi-Currency Revolving Credit Facility contains covenants, including compliance with a financial leverage ratio test, as well as others that impose limitations on, among other things, indebtedness of subsidiaries and asset sales, with which the Company was compliant as of March 31, 2026. There were $28.7 million of borrowings outstanding under the Multi-Currency Revolving Credit Facility as of March 31, 2026 and none outstanding as of September 30, 2025.
The Company has a $4.5 billion commercial paper program. The commercial paper program does not increase the Company’s borrowing capacity, and it is fully backed by its Multi-Currency Revolving Credit Facility. The Company may, from time to time, issue short-term promissory notes in an aggregate amount of up to $4.5 billion at any one time. Amounts available under the program may be borrowed, repaid, and re-borrowed from time to time. The maturities on the notes will vary but may not exceed 365 days from the date of issuance. The notes will bear interest, if interest bearing, or will be sold at a discount from their face amounts. There were no borrowings outstanding under the commercial paper program as of March 31, 2026 and September 30, 2025.
Receivables Securitization Facility
The Company has a $1.5 billion receivables securitization facility (the “Receivables Securitization Facility”), which is scheduled to expire in June 2028. The Receivables Securitization Facility has an accordion feature that allows the Company to increase the commitment on the Receivables Securitization Facility by up to $500 million, subject to lender approval. Interest rates are based on prevailing market rates for short-term commercial paper or 30-day Term SOFR, plus a program fee. The Company pays a customary unused fee at prevailing market rates, monthly, to maintain the availability under the Receivables Securitization Facility. The Receivables Securitization Facility contains similar covenants to the Multi-Currency Revolving Credit Facility, with which the Company was compliant as of March 31, 2026. There were no borrowings outstanding under the Receivables Securitization Facility as of March 31, 2026 and September 30, 2025.
In connection with the Receivables Securitization Facility, AmerisourceBergen Drug Corporation and a specialty distribution subsidiary sell on a revolving basis certain accounts receivable to Amerisource Receivables Financial Corporation, a wholly-owned special purpose entity, which in turn sells a percentage ownership interest in the receivables to financial institutions and commercial paper conduits sponsored by financial institutions. AmerisourceBergen Drug Corporation is the servicer of the accounts receivable under the Receivables Securitization Facility. As sold receivables are collected, additional receivables may be sold up to the maximum amount available under the facility. The Company uses the facility as a financing vehicle because it generally offers an attractive interest rate relative to other financing sources. The Company securitizes its trade accounts, which are generally non-interest bearing, in transactions that are accounted for as borrowings.
Money Market Facility
The Company has an uncommitted, unsecured line of credit available to it pursuant to a money market credit agreement (the “Money Market Facility”) that allows the Company to request short-term unsecured revolving credit loans in a principal amount not to exceed $500 million on or after April 1 and before December 1 of any year and increases to $750 million on or after December 1 and before March 31 of any year. The Money Market Facility may be decreased or terminated by the bank or the Company at any time without prior notice. There were no borrowings outstanding under the Money Market Facility as of March 31, 2026 and September 30, 2025.
Working Capital Credit Facility
The Company has an uncommitted, unsecured line of credit to support its working capital needs (the “Working Capital Credit Facility”). The Working Capital Credit Facility provides the Company with the ability to request short-term, unsecured revolving credit loans from time to time in a principal amount not to exceed $500 million. The Working Capital Credit Facility expires in July 2026 and may be decreased or terminated by the bank or the Company at any time without prior notice. There were no borrowings outstanding under the Working Capital Credit Facility as of March 31, 2026 and September 30, 2025.
Term Loans
In January 2026, the Company entered into an agreement pursuant to which it obtained a $1.5 billion delayed draw multi-year senior unsecured term loan facility. In connection with this facility, in February 2026, the Company borrowed $500 million on a variable-rate term loan that matures in February 2028 (the “2028 Term Loan”) and $1.0 billion on a variable-rate term loan that matures in February 2029 (the “2029 Term Loan”) to finance a portion of the acquisition of OneOncology (see Note 2). The Company elected to make principal payments of $200.0 million in March 2026 and $300.0 million in April 2026 to repay the 2028 Term Loan.
The above term loans bear interest at a rate equal to either a Term SOFR rate or a Daily Simple SOFR rate, plus an applicable margin, or an alternate base rate, plus an applicable margin, in each case based on the Company’s public debt ratings. The Company has the right to prepay the term loans at any time, in whole or in part and without premium or penalty.
364-Day Term Loan Facility
In February 2026, the Company borrowed $3.0 billion under a senior unsecured term loan facility (the “364-Day Term Loan Facility”) with a syndicate of lenders. The 364-Day Term Loan Facility was used to finance a portion of the acquisition of OneOncology. In February 2026, the Company repaid the 364-Day Term Loan Facility with the issuance of senior notes (see below) and terminated the 364-Day Term Loan Facility.
Senior Notes
In February 2026, the Company issued the following senior notes (in thousands except for interest rates):
Description
Principal
Interest Rate
Maturity Date
Discount
Effective Yield
2029 Notes
$
500,000
3.950%
February 2029
99.880%
3.955%
2030 Notes
$
500,000
4.250%
November 2030
99.810%
4.258%
2033 Notes
$
500,000
4.600%
February 2033
99.947%
4.602%
2036 Notes
$
1,000,000
4.900%
February 2036
99.664%
4.917%
2056 Notes
$
500,000
5.650%
February 2056
99.456%
5.681%
Interest on the 2029 Notes, the 2033 Notes, the 2036 Notes, and the 2056 Notes is payable semi-annually in arrears on August 13 and February 13 beginning on August 13, 2026. Interest on the 2030 Notes is payable semi-annually in arrears on May 15 and November 15 beginning on May 15, 2026. The Company used the proceeds from these notes to repay the 364-Day Term Loan Facility.
The senior notes discussed and illustrated in the debt table above are collectively referred to as the “Notes.” Interest on the Notes is payable semiannually in arrears, with the exception of the 2028 Notes and the 2032 Notes, which are paid annually in arrears. Most of the Notes were sold at small discounts to the principal amounts and, therefore, have effective yields that are greater than the stated interest rates in the table above. Costs incurred in connection with the issuance of the Notes were deferred and are being amortized over the terms of the Notes. The indentures governing the Notes contain restrictions and covenants, which include limitations on additional indebtedness; distributions to stockholders; the repurchase of stock and the making of other restricted payments; issuance of preferred stock; creation of certain liens; transactions with subsidiaries and other affiliates; and certain corporate acts such as mergers, consolidations, and the sale of substantially all assets. An additional covenant requires compliance with a financial leverage ratio test. The Company was compliant with all covenants as of March 31, 2026.
Alliance Healthcare Debt
Alliance Healthcare debt is comprised of uncommitted revolving credit facilities in various currencies with various rates. All of the outstanding borrowings as of March 31, 2026 were held in Türkiye. These facilities are used to fund its working capital needs.
OneOncology Physician Notes
OneOncology has promissory notes outstanding with physician practices at various rates and maturities.
Nonrecourse Debt
Nonrecourse debt is comprised of short-term and long-term debt belonging to the Brazil subsidiaries and is repaid solely from the Brazil subsidiaries’ cash flows and such debt agreements provide that the repayment of the loans (and interest thereon) is secured solely by the capital stock, physical assets, contracts, and cash flows of the Brazil subsidiaries.
The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.
In March 2024, the Company’s Board of Directors authorized a share repurchase program allowing the Company to purchase up to $2.0 billion of its outstanding shares of common stock, subject to market conditions. In the six months ended March 31, 2026, the Company did not purchase any shares of its common stock. As of March 31, 2026, the Company had $882.2 million of availability under this program.
Basic earnings per share is computed by dividing net income attributable to Cencora, Inc. by the weighted average number of shares of common stock outstanding during the periods presented. Diluted earnings per share is computed by dividing net income attributable to Cencora, Inc. by the weighted average number of shares of common stock outstanding, plus the dilutive effect of restricted stock units and stock options during the periods presented.
The following illustrates the components of diluted weighted average shares outstanding for the periods indicated:
Three months ended March 31,
Six months ended March 31,
(in thousands)
2026
2025
2026
2025
Weighted average common shares outstanding - basic
194,545
193,796
194,383
193,780
Dilutive effect of restricted stock units and stock options
838
1,298
969
1,364
Weighted average common shares outstanding - diluted
195,383
195,094
195,352
195,144
The potentially dilutive restricted stock units that were antidilutive for the three months ended March 31, 2026 and 2025 were 9 thousand and 2 thousand, respectively. The potentially dilutive restricted stock units that were antidilutive for the six months ended March 31, 2026 and 2025 were 96 thousand and 137 thousand, respectively.
The following illustrates expenses incurred by the Company relating to Restructuring and Other Expenses, Net for the periods indicated:
Three months ended March 31,
Six months ended March 31,
(in thousands)
2026
2025
2026
2025
Restructuring and employee severance costs, net
$
27,828
$
25,103
$
31,506
$
44,658
Business transformation efforts
12,450
26,046
22,576
51,120
Other, net
595
1,708
957
2,839
Total restructuring and other expenses, net
$
40,873
$
52,857
$
55,039
$
98,617
Restructuring and employee severance costs, net in the three and six months ended March 31, 2026 primarily included costs associated with workforce reductions. Restructuring and employee severance costs, net in the six months ended March 31, 2026 also included a gain on the sale of a facility. Restructuring and employee severance costs, net in the three and six months ended March 31, 2025 primarily included costs associated with workforce reductions.
Business transformation efforts in the three and six months ended March 31, 2026 and 2025 included non-recurring expenses related to significant strategic initiatives to improve operational efficiency, including certain technology initiatives. Business transformation efforts in the three and six months ended March 31, 2025 also included rebranding costs associated with the Company’s name change to Cencora. The majority of these costs are related to services provided by third-party consultants.
The entire disclosure of costs incurred for restructuring including, but not limited to, exit and disposal activities, remediation, implementation, integration, asset impairment, and charges against earnings from the write-down of assets.
In the ordinary course of its business, the Company becomes involved in lawsuits, administrative proceedings, government subpoenas, government investigations, stockholder demands, and other disputes, including antitrust, commercial, data privacy and security, employment discrimination, intellectual property, product liability, regulatory, and other matters. Significant damages or penalties may be sought from the Company in some matters, and some matters may require years for the Company to resolve. The Company records a reserve for these matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.
For those matters for which the Company has not recognized a liability, the Company cannot predict the outcome of their impact on the Company as uncertainty remains, including with regard to whether such matters will proceed to trial, whether settlements will be reached, and the amount and terms of any such settlements. Outcomes may include settlements in significant amounts that are not currently estimable, limitations on the Company’s conduct, the imposition of corporate integrity agreement obligations, consent decrees, and/or other civil and criminal penalties. From time to time, the Company is also involved in disputes with its customers, which the Company generally seeks to resolve through commercial negotiations. If negotiations are unsuccessful, the parties may litigate the dispute or otherwise attempt to settle the matter.
With respect to the specific legal proceedings and claims described below, unless otherwise noted, the amount or range of possible losses is not reasonably estimable. There can be no assurance that the settlement, resolution, or other outcome of one or more matters, including the matters set forth below, during any subsequent reporting period will not have a material adverse effect on the Company’s results of operations or cash flows for that period or on the Company’s financial condition.
Opioid Lawsuits and Investigations
A significant number of counties, municipalities, and other governmental entities in a majority of U.S. states and Puerto Rico, as well as numerous states and tribes, filed lawsuits in various federal, state and other courts against pharmaceutical wholesale distributors (including the Company and certain subsidiaries, such as AmerisourceBergen Drug Corporation (“ABDC”) and H.D. Smith, LLC (“H.D. Smith”)), pharmaceutical manufacturers, retail pharmacy chains, medical practices, and physicians relating to the 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 District Court for the Northern District of Ohio (the “MDL Court”). Since then, several cases filed by government and tribal plaintiffs that were selected as bellwether cases in the MDL have been resolved through trial or settlement. Following trial in two consolidated cases in the United States District Court for the Southern District of West Virginia (the “West Virginia District Court”), the West Virginia District Court entered judgment in favor of the defendants, including the Company. The plaintiffs filed an appeal of the West Virginia District Court’s decision in the United States Court of Appeals for the Fourth Circuit (the “Fourth Circuit”) on August 2, 2022. On October 28, 2025, the Fourth Circuit issued its opinion in the case, vacated the West Virginia District Court’s judgment, and remanded the case back to the West Virginia District Court for further proceedings consistent with the Fourth Circuit’s opinion. The West Virginia District Court directed the parties to submit additional briefing and scheduled a hearing for March 24, 2026, which was subsequently rescheduled to May 28, 2026.
On July 21, 2021, the Company announced that it and the two other national pharmaceutical distributors had negotiated a Distributor Settlement Agreement that, if all conditions were satisfied, would result in the resolution of a substantial majority of opioid lawsuits filed by state and local governmental entities. The Distributor Settlement Agreement became effective on April 2, 2022, and as of March 31, 2026, it included 48 of 49 eligible states (the “Settling States”) as well as 99% by population of the eligible political subdivisions in the Settling States. The Distributor Settlement Agreement requires the Company to comply with certain requirements, including the establishment of a clearinghouse that will consolidate data from all three national pharmaceutical distributors. The States of Alabama and West Virginia and their subdivisions and Native American tribes are not a part of the Distributor Settlement Agreement, and the Company has reached separate agreements with those groups.
In Maryland, a trial commenced on September 16, 2024 in a case filed by the Mayor and City Council of Baltimore in the Circuit Court for Baltimore City (the “Baltimore Circuit Court”). On November 12, 2024, the jury returned a verdict finding ABDC (and another national distributor) liable for public nuisance and assessing approximately $274 million total in compensatory damages, approximately $74 million of which was assessed against ABDC. A second phase of the trial began on December 11, 2024 related to the City of Baltimore’s request for an abatement remedy and proceeded as a bench trial. On June 12, 2025, the Baltimore Circuit Court issued a ruling on the defendants’ post-trial motions relating to the first phase of the trial. The Circuit Court upheld the jury’s finding of liability but granted the defendants a new trial on the extent of damages to correct certain errors and due to the excessive nature of the jury’s damages award. In the alternative, the Baltimore Circuit Court granted remittitur, through which the Baltimore Circuit Court reduced the compensatory damages assessed against ABDC to approximately $14.4 million. The Baltimore Circuit Court issued its ruling regarding the City of Baltimore’s request for abatement on August 8, 2025, assessing approximately $28 million against ABDC for abatement measures, bringing the overall monetary award assessed against ABDC to approximately $42.4 million. On August 14, 2025, the City of Baltimore informed the Baltimore Circuit Court that it would accept the reduced damages award as reflected in the Baltimore Circuit Court’s post-trial ruling, in lieu of a new trial. On September 2, 2025, the Baltimore Circuit Court entered final judgment. In October 2025, ABDC (and the other national distributor) filed a notice of appeal to the Appellate Court of Maryland, and the City of Baltimore filed a notice of cross-appeal. In November 2025, both the City of Baltimore and ABDC (and the other national distributor) filed petitions for a writ of certiorari (bypass) with the Supreme Court of Maryland (the “Maryland Supreme Court”). On April 24, 2026, the Maryland Supreme Court granted the parties’ petitions, vacated the judgment against the defendants, and remanded the case to the Baltimore Circuit Court for further proceedings consistent with the Maryland Supreme Court’s opinion in Express Scripts, Inc. et al. v. Anne Arundel County, Maryland, in which the Maryland Supreme Court declined to expand Maryland nuisance law to cover opioid-related claims against pharmacies and pharmacy benefit managers.
The Company’s accrued litigation liability related to the Distributor Settlement Agreement, including the State of Alabama and an estimate for non-participating government subdivisions (with whom the Company has not reached a settlement agreement), as well as other opioid-related litigation for which it has reached settlement agreements, as described above, was $4.3 billion as of March 31, 2026 and September 30, 2025. The $4.3 billion liability will be paid over 13 years. The Company currently estimates that $415.7 million will be paid prior to March 31, 2027, which is recorded in Accrued Expenses and Other on the Company’s Consolidated Balance Sheet. The remaining long-term liability of $3.9 billion is recorded in Accrued Litigation Liability on the Company’s Consolidated Balance Sheet. While the Company has accrued its estimated liability for opioid litigation, it is unable to estimate the range of possible loss associated with the matters that are not included in the
accrual. Because loss contingencies are inherently unpredictable and unfavorable developments or resolutions can occur, the assessment is highly subjective and requires judgments about future events. The Company regularly reviews opioid litigation matters to determine whether its accrual is adequate. The amount of ultimate loss may differ materially from the amount accrued to date. Until such time as otherwise resolved, the Company will continue to litigate and prepare for trial and to vigorously defend itself in all such matters. Since these matters are still developing, the Company is unable to predict the outcome, but the result of these lawsuits could include excessive monetary verdicts and/or injunctive relief that may affect the Company’s operations. Additional lawsuits regarding the distribution of prescription opioid pain medications have been filed and may continue to be filed by a variety of types of plaintiffs, including lawsuits filed by non-governmental or non-political entities and individuals, among others. The Company is vigorously defending itself in the pending lawsuits and intends to vigorously defend itself against any threatened lawsuits or enforcement proceedings.
Since July 2017, the Company has received subpoenas from several U.S. Attorney’s Offices, including grand jury subpoenas from the U.S. Attorney’s Office for the District of New Jersey (“USAO-NJ”) and the U.S. Attorney’s Office for the Eastern District of New York (“USAO-EDNY”). Those subpoenas requested the production of a broad range of documents pertaining to the Company’s distribution of controlled substances through its various subsidiaries, including ABDC, and its diversion control programs. The Company produced documents in response to the subpoenas and engaged in discussions with the various U.S. Attorney’s Offices, including the Health Care and Government Fraud Unit of the Criminal Division of the USAO-NJ, the U.S. Department of Justice Consumer Protection Branch and the U.S. Drug Enforcement Administration, in an attempt to resolve these matters. On December 29, 2022, the Department of Justice filed a civil complaint (the “Complaint”) against the Company, ABDC, and Integrated Commercialization Services, LLC (“ICS”), a subsidiary of the Company, alleging violations of the Controlled Substances Act. Specifically, the Complaint alleges that the Company negligently failed to report suspicious orders to the Drug Enforcement Administration. In the Complaint, the Department of Justice seeks civil penalties and injunctive relief. This Complaint relates to the aforementioned and previously-disclosed investigations. On March 30, 2023, the Company filed a motion to dismiss the Complaint in its entirety on behalf of itself, ABDC, and ICS. On November 6, 2023, the United States District Court for the Eastern District of Pennsylvania (the “Pennsylvania District Court”) granted in part and denied in part the motion, dismissing with prejudice all claims for civil penalties for Defendants’ alleged violations of the suspicious order reporting requirement prior to October 24, 2018, but otherwise denying the motion. On December 18, 2023, the Company, ABDC and ICS filed an Answer and Affirmative Defenses to the Complaint. On April 24, 2026, the Pennsylvania District Court entered a Third Amended Scheduling Order setting the fact discovery deadline as November 13, 2026 and the expert discovery deadline as June 15, 2027. The Company denies the allegations in the Complaint and intends to defend itself vigorously in the litigation.
Shareholder Securities Litigation
On December 30, 2021, the Lebanon County Employees’ Retirement Fund and Teamsters Local 443 Health Services & Insurance Plan filed a complaint for a purported derivative action in the Delaware Court of Chancery against the Company and certain of its current officers and directors. The complaint alleged claims for breach of fiduciary duty allegedly arising from the Board’s and certain officers’ oversight of the Company’s controlled substance diversion control programs. The defendants moved to dismiss the complaint on March 29, 2022. On December 22, 2022, the Delaware Court of Chancery granted the motion to dismiss. On January 9, 2023, the Plaintiffs filed a Motion for Relief from Judgment and Order Pursuant to Rule 60(b) from the Delaware Court of Chancery’s judgment. On January 20, 2023, the Plaintiffs also appealed the ruling to the Delaware Supreme Court. On March 21, 2023, the Delaware Court of Chancery denied the Plaintiffs’ Motion for Relief from Judgment and Order Pursuant to Rule 60(b). On December 18, 2023, the Delaware Supreme Court reversed the dismissal and remanded the case to the Delaware Court of Chancery for further proceedings. On January 12, 2024, the Company’s Board of Directors established a Special Litigation Committee (the “SLC”) and delegated to the SLC the Board’s full authority with respect to the litigation. On March 4, 2024, the Delaware Court of Chancery granted the SLC’s consented-to motion to stay the action pending its investigation of the allegations of the complaint. On July 28, 2025, the SLC notified the Delaware Court of Chancery that the parties had reached an agreement in principle to settle all claims in the action and filed a stipulation to stay the action pending the presentation of a stipulation of settlement for the Delaware Court of Chancery’s approval. The Delaware Court of Chancery granted the stay on July 29, 2025. The parties filed a stipulation of settlement with the Delaware Court of Chancery on August 15, 2025, and the Delaware Court of Chancery held a fairness hearing on November 13, 2025. During the fairness hearing, the Delaware Court of Chancery approved the settlement and dismissed the action with prejudice. The judgment became final on December 15, 2025. Pursuant to the settlement, on December 30, 2025, insurance carriers paid the Company $86.8 million (consisting of the $111.3 million settlement award, net of fees and expenses awarded by the court to plaintiffs’ counsel), which the Company recorded as a credit in Litigation and Opioid-Related (Credit) Expenses, Net in its Consolidated Statement of Operations for the six months ended March 31, 2026.
Subpoenas, Ongoing Investigations, and Other Contingencies
From time to time, the Company receives subpoenas or requests for information from various government agencies relating to the Company’s business or to the business of a customer, supplier, or other industry participant. The Company’s responses often require time and effort and can result in considerable costs being incurred. Most of these matters are resolved without incident; however, such subpoenas or requests can lead to the assertion of claims or the commencement of civil or criminal legal proceedings against the Company and other members of the healthcare industry, as well as to substantial settlements.
In January 2017, U.S. Bioservices Corporation, a former subsidiary of the Company, received a subpoena for information from the USAO-EDNY relating to its activities in connection with billing for products and making returns of potential overpayments to government payers. A filed qui tam complaint related to the investigation was unsealed in April 2019 and the relator filed an amended complaint under seal in the U.S. District Court for the Eastern District of New York (the “New York District Court”). In December 2019, the government filed a notice that it was declining to intervene. The New York District Court ordered that the relator’s complaint against the Company and other defendants, including AmerisourceBergen Specialty Group, LLC, be unsealed. The relator’s complaint alleged violations of the federal False Claims Act and the false claims acts of various states. The relator filed a second amended complaint, removing one state false claims act count. The Company filed a motion to dismiss the second amended complaint and all briefs on the motion were filed with the New York District Court on October 9, 2020. The motion to dismiss was granted on December 22, 2022. The False Claims Act claims were dismissed with prejudice, and the state claims were dismissed without prejudice. On January 24, 2023, the relator filed Motions to Reconsider Dismissal and For Leave to Amend the Complaint. Response briefs on those motions were filed by the Company and all briefing was completed on February 15, 2023. On October 17, 2025, the New York District Court denied the relator’s motions. On November 13, 2025, the relator filed a notice of appeal of such denial to the United States Court of Appeals for the Second Circuit (the “Second Circuit”). Pursuant to a scheduling order issued by the Second Circuit, the relator filed its appellant’s brief on January 12, 2026, the Company filed its appellee’s brief on February 17, 2026, and the relator filed a reply brief on March 9, 2026. The Second Circuit will hold oral argument on the appeal on June 9, 2026.
On March 3, 2022, the United States Attorney’s Office for the Western District of Virginia notified the Company of the existence of a criminal investigation into MWI Veterinary Supply Co. (“MWI”), the Company’s animal health subsidiary, in connection with grand jury subpoenas to which MWI previously responded relating to compliance with state and federal regulatory requirements governing wholesale shipments of animal health products to customers. In October 2024, the Company reached an agreement in principle to resolve these claims. While no agreement has been finalized, pursuant to the agreement in principle the Company recorded a $49.1 million litigation expense accrual in Litigation and Opioid-Related Expenses (Credit), Net in its fiscal 2024 Consolidated Statement of Operations. This liability is included in Accrued Expenses and Other on the Company’s Consolidated Balance Sheet as of March 31, 2026.
Numerous lawsuits have been filed against certain brand pharmaceutical manufacturers alleging that the manufacturer, by itself or in concert with others, took improper actions to delay or prevent generic drugs from entering the market. These lawsuits are generally brought as class actions. The Company has 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 these pharmaceutical manufacturers). None of the lawsuits has gone to trial but some have settled in the past with the Company receiving proceeds from the settlement funds. The Company recognized gains related to these lawsuits of $16.5 million and $198.6 million in three months ended March 31, 2026 and 2025, respectively. The Company recognized gains related to these lawsuits of $28.7 million and $221.5 million in the six months ended March 31, 2026 and 2025, 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 in the Company’s Consolidated Statements of Operations.
The recorded amounts of the Company’s cash and cash equivalents, accounts receivable, and accounts payable as of March 31, 2026 and September 30, 2025 approximate fair value based upon the relatively short-term nature of these financial instruments. Within Cash and Cash Equivalents, the Company had no investments in money market accounts as of March 31, 2026 and had $1,864.0 million of investments in money market accounts as of September 30, 2025. The fair value of the money market accounts was determined based upon unadjusted quoted prices in active markets for identical assets, otherwise known as Level 1 inputs.
The recorded amount of long-term debt (see Note 7) and the corresponding fair value as of March 31, 2026 were $12,182.9 million and $11,887.5 million, respectively. The recorded amount of long-term debt and the corresponding fair value
as of September 30, 2025 were $7,543.0 million and $7,361.4 million, respectively. The fair value of long-term debt was determined based upon inputs other than quoted prices, otherwise known as Level 2 inputs.
The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.
The Company is organized geographically based upon the products and services it provides to its customers and reports its results under two reportable segments: U.S. Healthcare Solutions and International Healthcare Solutions. As described in Note 1, Other, which is not considered a reportable segment, consists of businesses for which the Company has begun to explore strategic alternatives.
The chief operating decision maker (“CODM”) of the Company is its President & Chief Executive Officer, whose function is to allocate resources to, and assess the performance of, the Company’s operating segments. The CODM does not review assets by operating segment for the purpose of assessing performance or allocating resources.
The following illustrates reportable and operating segment disaggregated revenue as required by Accounting Standards Codification 606, “Revenue from Contracts with Customer,” for the periods indicated:
Three months ended March 31,
Six months ended March 31,
(in thousands)
2026
2025
2026
2025
U.S. Healthcare Solutions
$
68,765,078
$
66,819,265
$
144,976,903
$
139,374,559
International Healthcare Solutions:
Alliance Healthcare
6,516,466
5,771,991
13,047,163
11,771,191
Other Healthcare Solutions
1,049,283
924,788
2,142,559
1,884,483
Total International Healthcare Solutions
7,565,749
6,696,779
15,189,722
13,655,674
Other:
Animal Health
1,435,789
1,363,032
2,907,106
2,743,017
Other non-strategic businesses
619,782
593,375
1,277,412
1,215,845
Total Other
2,055,571
1,956,407
4,184,518
3,958,862
Intersegment eliminations
(30,482)
(18,778)
(63,211)
(48,362)
Revenue
$
78,355,916
$
75,453,673
$
164,287,932
$
156,940,733
The following illustrates reportable segment cost of goods sold information for the periods indicated:
Three months ended March 31,
Six months ended March 31,
(in thousands)
2026
2025
2026
2025
U.S. Healthcare Solutions
$
66,512,805
$
64,937,891
$
140,841,067
$
136,038,376
International Healthcare Solutions
6,751,460
5,980,518
13,586,011
12,175,171
Other
1,743,941
1,638,025
3,548,407
3,322,808
Intersegment eliminations
(26,214)
(17,872)
(54,723)
(45,732)
Total segment cost of goods sold
$
74,981,992
$
72,538,562
$
157,920,762
$
151,490,623
The following illustrates reportable segment operating expenses information for the periods indicated:
Three months ended March 31,
Six months ended March 31,
(in thousands)
2026
2025
2026
2025
U.S. Healthcare Solutions
$
1,253,973
$
936,405
$
2,306,206
$
1,704,289
International Healthcare Solutions
638,492
561,663
1,285,758
1,160,725
Other
219,997
225,531
453,061
445,874
Intersegment eliminations
(1,887)
(752)
(3,918)
(2,350)
Total segment operating expenses
$
2,110,575
$
1,722,847
$
4,041,107
$
3,308,538
The following illustrates reportable segment operating income information for the periods indicated:
Three months ended March 31,
Six months ended March 31,
(in thousands)
2026
2025
2026
2025
U.S. Healthcare Solutions
$
998,300
$
944,969
$
1,829,630
$
1,631,894
International Healthcare Solutions
175,797
154,598
317,953
319,778
Other
91,633
92,851
183,050
190,180
Intersegment eliminations
(2,381)
(154)
(4,570)
(280)
Total segment operating income
$
1,263,349
$
1,192,264
$
2,326,063
$
2,141,572
The following reconciles total segment operating income to income before income taxes for the periods indicated:
Three months ended March 31,
Six months ended March 31,
(in thousands)
2026
2025
2026
2025
Total segment operating income
$
1,263,349
$
1,192,264
$
2,326,063
$
2,141,572
Gains from antitrust litigation settlements
16,538
198,646
28,690
221,516
LIFO credit (expense)
210,030
(39,469)
287,592
(32,145)
Türkiye highly inflationary impact
(12,153)
(14,479)
(23,042)
(21,634)
Acquisition-related intangibles amortization
(116,276)
(137,011)
(241,434)
(301,867)
Litigation and opioid-related (expenses) credit, net
(13,858)
(11,524)
72,293
(28,289)
Acquisition and divestiture-related deal and integration expenses
(164,164)
(99,380)
(242,583)
(138,092)
Restructuring and other expenses, net
(40,873)
(52,857)
(55,039)
(98,617)
Impairment of assets, including goodwill
—
—
(249,498)
—
Operating income
1,142,593
1,036,190
1,903,042
1,742,444
Other (income) loss, net
(1,086,439)
3,546
(1,107,039)
61,420
Interest expense, net
140,460
103,988
212,869
131,921
Income before income taxes
$
2,088,572
$
928,656
$
2,797,212
$
1,549,103
Segment operating income is evaluated by the CODM of the Company before gains from antitrust litigation settlements; LIFO credit (expense); Türkiye highly inflationary impact; acquisition-related intangibles amortization; litigation and opioid-related (expenses) credit, net; acquisition and divestiture-related deal and integration expenses; restructuring and other expenses, net; and impairment of assets, including goodwill. All corporate office expenses are allocated to the operating segment level.
Litigation and opioid-related (expenses) credit, net in the six months ended March 31, 2026 includes an $86.8 million credit related to a derivative lawsuit settlement (see Note 10).
In connection with the acquisition of OneOncology, the Company recorded a $1.1 billion gain on the remeasurement of its equity method investment and the extinguishment of the put option liability related to its previously held investment in OneOncology in Other (income) loss, net in the three and six months ended March 31, 2026 (see Note 2).
Other (income) loss, net in the six months ended March 31, 2025 includes a $35.5 million loss on the divestiture of non-core businesses.
The following illustrates depreciation and amortization by reportable segment for the periods indicated:
Three months ended March 31,
Six months ended March 31,
(in thousands)
2026
2025
2026
2025
U.S. Healthcare Solutions
$
87,993
$
72,179
$
166,246
$
133,061
International Healthcare Solutions
36,929
31,098
72,744
64,459
Other
8,094
19,530
29,269
38,923
Acquisition-related intangibles amortization
116,276
137,011
241,434
301,867
Total depreciation and amortization
$
249,292
$
259,818
$
509,693
$
538,310
Depreciation and amortization related to property and equipment and intangible assets excludes amortization of deferred financing costs and other debt-related items, which are included in interest expense, net.
The following illustrates capital expenditures by reportable segment for the periods indicated:
The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.
James F. Cleary, our Executive Vice President and Chief Financial Officer, terminated a Rule 10b5-1 trading arrangement on March 20, 2026. Mr. Cleary had adopted this Rule 10b5-1 trading arrangement on December 19, 2025, pursuant to which he was permitted to sell up to 75,000 shares of the Company's common stock, including shares to be received upon the exercise of vested stock options, prior to the earlier to occur of December 31, 2026 or completion of all sales under the plan.
The accompanying financial statements present the consolidated financial position, results of operations, and cash flows of Cencora, Inc. and its subsidiaries, including less-than-wholly-owned subsidiaries in which Cencora, Inc. has a controlling financial interest (the “Company”), as of the dates and for the periods indicated. All significant intercompany accounts and transactions have been eliminated in consolidation.
The accompanying unaudited consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments (consisting only of normal recurring accruals, except as otherwise disclosed herein) considered necessary to present fairly the financial position as of March 31, 2026 and the results of operations and cash flows for the interim periods ended March 31, 2026 and 2025 have been included. Certain information and disclosures normally included in financial statements presented in accordance with U.S. GAAP, but which are not required for interim reporting purposes, have been omitted. The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual amounts could differ from these estimated amounts. Certain reclassifications have been made to prior-period amounts to conform to the current year presentation.
The Company undertook a strategic review of its business to ensure alignment with its growth priorities and strategic drivers. As a result of this review, beginning in the first quarter of fiscal 2026, the Company reorganized certain business components within its reporting structure. The Company’s revised reporting structure is comprised of U.S. Healthcare Solutions, International Healthcare Solutions, and Other. The U.S. Healthcare Solutions reportable segment consists of U.S. Human Health (excluding legacy U.S. Consulting Services). The International Healthcare Solutions reportable segment consists of Alliance Healthcare, Innomar, World Courier, and strategic components of PharmaLex. Other, which is not considered a reportable segment, consists of businesses for which the Company has begun to explore strategic alternatives and includes MWI Animal Health, Profarma, U.S. Consulting Services, and the other components of PharmaLex. The Company’s previously reported segment results have been revised to conform to its re-aligned reporting structure.
The Company is required to maintain certain cash deposits with banks mainly consisting of deposits restricted under contractual agency agreements and cash restricted by law and other obligations.
As of March 31, 2026, there were no recently-adopted accounting standards that had a material impact on the Company’s financial position, results of operations, cash flows, or notes to the financial statements upon their adoption.
Recently Issued Accounting Pronouncements Not Yet Adopted
In December 2023, the Financial Accounting Standards Board (“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 by jurisdiction. ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted. The guidance should be applied prospectively, but entities have the option to apply it retrospectively for each period presented. The Company is evaluating the impact of adopting this new accounting guidance.
In November 2024, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”).” ASU 2024-03 requires disaggregated disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. Expense captions should be disaggregated to include expenses related to purchases of inventory, employee compensation, depreciation, and intangible asset amortization. ASU 2024-03 applies to public entities and is effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The guidance should be applied prospectively with the option for retrospective application. The Company is evaluating the impact of adopting this new accounting guidance.
Disclosure of accounting policy for basis of accounting, or basis of presentation, used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).
Entity's cash and cash equivalents accounting policy with respect to restricted balances. Restrictions may include legally restricted deposits held as compensating balances against short-term borrowing arrangements, contracts entered into with others, or company statements of intention with regard to particular deposits; however, time deposits and short-term certificates of deposit are not generally included in legally restricted deposits.
Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact.
Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.
The following represents a reconciliation of cash and cash equivalents in the Consolidated Balance Sheets to cash, cash equivalents, and restricted cash in the Consolidated Statements of Cash Flows:
(amounts in thousands)
March 31, 2026
September 30, 2025
March 31, 2025
September 30, 2024
(unaudited)
(unaudited)
Cash and cash equivalents
$
2,176,496
$
4,356,138
$
1,978,061
$
3,132,648
Restricted cash (included in Prepaid Expenses and Other)
The following represents a reconciliation of cash and cash equivalents in the Consolidated Balance Sheets to cash, cash equivalents, and restricted cash in the Consolidated Statements of Cash Flows:
(amounts in thousands)
March 31, 2026
September 30, 2025
March 31, 2025
September 30, 2024
(unaudited)
(unaudited)
Cash and cash equivalents
$
2,176,496
$
4,356,138
$
1,978,061
$
3,132,648
Restricted cash (included in Prepaid Expenses and Other)
The purchase price has been preliminarily allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of the acquisition in the table that follows. The allocation as of March 31, 2026 is pending the finalization of the third-party appraisals of intangible assets and corresponding deferred taxes, the finalization of working capital and related account balances, and the lease right-of-use assets and liabilities. There can be no assurance that the estimated amounts recorded as of March 31, 2026 will represent the final purchase price allocation.
(in thousands)
Consideration
Cash
$
4,648,720
Fair value of previously held equity method investment in OneOncology
1,934,224
Estimated contingent consideration
752,141
Settlement of a receivable resulting from a pre-existing commercial relationship
51,990
Estimated fair value of total consideration
$
7,387,075
Recognized amounts of identifiable assets acquired and liabilities assumed
Cash and cash equivalents
$
58,891
Accounts receivable
257,831
Inventories
13,177
Prepaid expenses and other
21,091
Property and equipment
482,389
Goodwill
3,870,747
Other intangible assets
3,072,000
Other assets
643,426
Total assets acquired
$
8,419,552
Accounts payable
$
19,644
Accrued expenses and other
190,007
Short-term debt
45,358
Long-term debt
323,985
Deferred income taxes
84,179
Other liabilities
364,386
Total liabilities assumed
$
1,027,559
Net assets acquired
$
7,391,993
Fair value of previously held equity method investment in OneOncology
(1,934,224)
Estimated contingent consideration
(752,141)
Settlement of a receivable resulting from a pre-existing commercial relationship
(51,990)
Noncontrolling interest
(4,918)
Total cash paid
4,648,720
Cash acquired
(58,891)
Net cash paid
$
4,589,829
The Company previously completed the purchase price allocation as of December 31, 2025. The final purchase price has been allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of the acquisition in the table that follows:
(in thousands)
Consideration
Cash
$
4,042,007
Total estimated contingent consideration
1,087,450
Settlement of a net receivable resulting from a pre-existing commercial relationship
545,738
Estimated fair value of total consideration
$
5,675,195
Recognized amounts of identifiable assets acquired and liabilities assumed
Cash and cash equivalents
$
143,312
Accounts receivable
450,744
Inventories
110,564
Prepaid expenses and other
12,866
Property and equipment
173,098
Goodwill
4,780,042
Other intangible assets
178,000
Deferred income taxes
40,903
Other assets
182,307
Total assets acquired
$
6,071,836
Accounts payable
$
72,385
Accrued expenses and other
163,499
Accrued income taxes
4,258
Other liabilities
156,164
Total liabilities assumed
$
396,306
Net assets acquired
$
5,675,530
Total estimated contingent consideration
(1,087,450)
Settlement of a net receivable resulting from a pre-existing commercial relationship
Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.
Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.
Tabular disclosure of assets, excluding financial assets and goodwill, lacking physical substance with a finite life, by either major class or business segment.
Tabular disclosure of assets, excluding financial assets and goodwill, lacking physical substance and exist in perpetuity, by either major class or business segment.
Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.
Tabular disclosure of the weighted average number of shares used in calculating basic net earnings per share (or unit) and diluted earnings per share (or unit).
Tabular disclosure of costs incurred for restructuring including, but not limited to, exit and disposal activities, remediation, implementation, integration, asset impairment, and charges against earnings from the write-down of assets.
The following illustrates reportable and operating segment disaggregated revenue as required by Accounting Standards Codification 606, “Revenue from Contracts with Customer,” for the periods indicated:
Tabular disclosure of the reconciliation of profit (loss) from reportable segments to the consolidated income (loss) before income tax expense (benefit) and discontinued operations. Includes, but is not limited to, reconciliation after income tax if income tax is allocated to the reportable segment.
Tabular disclosure of reconciliation of other items from reportable segments to their consolidated amount. Excludes reconciliation of revenue, profit (loss), and assets.
Tabular disclosure of all significant reconciling items in the reconciliation of total revenues from reportable segments to the entity's consolidated revenues.
Amount of cash and cash equivalent. Cash includes, but is not limited to, currency on hand, demand deposit with financial institution, and account with general characteristic of demand deposit. Cash equivalent includes, but is not limited to, short-term, highly liquid investment that is both readily convertible to known amount of cash and so near maturity that it presents insignificant risk of change in value because of change in interest rate.
Amount of cash and cash equivalent, and cash and cash equivalent restricted to withdrawal or usage; attributable to continuing operation. Cash includes, but is not limited to, currency on hand, demand deposit with financial institution, and account with general characteristic of demand deposit. Cash equivalent includes, but is not limited to, short-term, highly liquid investment that is both readily convertible to known amount of cash and so near maturity that it presents insignificant risk of change in value because of change in interest rate.
Amount of cash restricted as to withdrawal or usage. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
Weighted average amortization period of finite-lived intangible assets acquired either individually or as part of a group of assets, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
Amount of expense for acquisition-related cost incurred to effect business combination. Includes, but is not limited to, finder's fee; advisory, legal, accounting, valuation, and other professional and consulting fees; and general administrative cost, including cost of maintaining internal acquisition department.
Fair value at acquisition date of asset transferred, liability incurred, equity interest issued or issuable by acquirer, and equity interest in acquiree held by acquirer immediately before acquisition date in business combination achieved in stages. Includes, but is not limited to, instrument or interest issued or issuable by acquirer.
Amount of liability recognized arising from contingent consideration in a business combination, expected to be settled within one year or the normal operating cycle, if longer.
Amount of liability recognized arising from contingent consideration in a business combination, expected to be settled beyond one year or the normal operating cycle, if longer.
Fair value at acquisition date of equity interest in acquiree held by acquirer immediately before acquisition date in business combination achieved in stages.
Amount of gain (loss) from remeasurement of acquisition-date fair value of equity interest in acquiree held by acquirer immediately before acquisition date in business combination achieved in stages.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
Amount of consideration transferred, consisting of acquisition-date fair value of assets transferred by the acquirer, liabilities incurred by the acquirer, and equity interest issued by the acquirer.
Fair value at acquisition date of asset transferred, liability incurred, equity interest issued or issuable by acquirer, and equity interest in acquiree held by acquirer immediately before acquisition date in business combination achieved in stages. Includes, but is not limited to, instrument or interest issued or issuable by acquirer.
Amount of tangible and intangible assets other than cash transferred by acquirer as part of consideration transferred in business combination. Includes, but is not limited to, business or subsidiary, or both, of acquirer transferred to former owner of acquiree.
Amount of receivable acquired in business combination and recognized at acquisition date, classified as current. Includes, but is not limited to, receivable from customer for product and service.
Fair value at acquisition date of equity interest in acquiree held by acquirer immediately before acquisition date in business combination achieved in stages.
Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
Weighted average amortization period of finite-lived intangible assets acquired either individually or as part of a group of assets, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.
Amount classified as assets attributable to disposal group held for sale or disposed of, expected to be disposed of within one year or the normal operating cycle, if longer.
Amount classified as accounts payable attributable to disposal group held for sale or disposed of, expected to be disposed of within one year or the normal operating cycle, if longer.
Amount classified as accrued liabilities attributable to disposal group held for sale or disposed of, expected to be disposed of within one year or the normal operating cycle, if longer.
Amount classified as goodwill attributable to disposal group held for sale or disposed of, expected to be disposed of within one year or the normal operating cycle, if longer.
Amount classified as intangible assets, excluding goodwill, attributable to disposal group held for sale or disposed of, expected to be disposed of within one year or the normal operating cycle, if longer.
Amount classified as other assets attributable to disposal group held for sale or disposed of, expected to be disposed of within one year or the normal operating cycle, if longer.
Amount classified as prepaid and other assets attributable to disposal group held for sale or disposed of, expected to be disposed of within one year or the normal operating cycle, if longer.
Amount classified as property, plant and equipment attributable to disposal group held for sale or disposed of, expected to be disposed of within one year or the normal operating cycle, if longer.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
Amount classified as liabilities attributable to disposal group held for sale or disposed of, expected to be disposed of within one year or the normal operating cycle, if longer.
Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business.
Amount of cash and cash equivalent, and cash and cash equivalent restricted to withdrawal or usage; attributable to continuing operation. Cash includes, but is not limited to, currency on hand, demand deposit with financial institution, and account with general characteristic of demand deposit. Cash equivalent includes, but is not limited to, short-term, highly liquid investment that is both readily convertible to known amount of cash and so near maturity that it presents insignificant risk of change in value because of change in interest rate.
Amount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.
Reflects the total carrying amount as of the balance sheet date of debt having initial terms less than one year or the normal operating cycle, if longer.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
Amount accrued for interest on an underpayment of income taxes and penalties related to a tax position claimed or expected to be claimed in the tax return.
Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.
Amount of increase in asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized resulting from a business combination.
Amount of foreign currency translation gain (loss) which increases (decreases) asset representing future economic benefit from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.
Amount of impairment loss from asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.
Amount of increase (decrease) from measurement period adjustment of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.
Amount of increase (decrease) from transfer into (out of) asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.
The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets.
Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).
Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in remainder of current fiscal year.
Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).
Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).
Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).
Amount of divestiture of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.
Useful life of finite-lived intangible assets, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.
Sum of the carrying amounts of all intangible assets, excluding goodwill, as of the balance sheet date, net of accumulated amortization and impairment charges.