10-K 0001140859-25-000131 (2025-11-25) vs 10-K 0001140859-24-000177 (2024-11-26)
| Section | Compared text | Words now | Changed |
|---|
| Risk Factors | Item 1A | 13,523 |
29.5% |
| MD&A | Item 7 | 9,153 |
20.9% |
| Legal Proceedings | Item 3, via Note 12 – Legal Matters and Contingencies | 2,982 |
36.2% |
| Accounting Policies | Item 8, Note 1 – Summary of Significant Accounting Policies | 4,445 |
8.9% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Risk Factors 312 words changed in this paragraph; it is 46% similar to last year's version.
We believe that maintaining and enhancing our reputation is critical to our ability to expand and retain our customer base, strategic partnerships and other key relationships. Any negative publicity about us or our industry may adversely impact our business and operations. Furthermore, any actual or perceived failure to comply with ethical, social, regulatory, product, labor, health and safety, quality, accounting, or environmental requirements or standards could also jeopardize our reputation and potentially lead to various adverse actions, including litigation, audits, investigations, or adverse stakeholder action. Negative claims or publicity, including on social media, could adversely affect our reputation and business, regardless of their accuracy. Our reputation may also depend on the success of our environmental, social and governance ("ESG") initiatives, inclusive of sustainability, social impact and corporate responsibility, which responsibility initiatives that require Company-wide coordination and alignment. Risks associated with these initiatives include, without limitation, alignment among varying jurisdictions. For example, there continues to be an increased focus on ESG targets, goals and disclosure, including by governmental and nongovernmental organizations, organizations on corporate responsibility and sustainability-related actions, targets, and disclosures; increased costs and investment associated with sustainability efforts, corporate responsibility efforts (including supply chain due diligence); and increasing compliance obligations with laws related laws, regulations, and regulations. standards (including the Corporate Sustainability Reporting Directive and the Corporate Sustainability Due Diligence Directive in the EU). Given the varied and at times divergent views of different stakeholder groups, any action or inaction by us with respect to corporate responsibility initiatives may be perceived negatively by some stakeholders. Furthermore, the regulatory landscape surrounding corporate responsibility matters continues to evolve and remains uncertain. All of the foregoing could expose us to market, operational and execution costs or risks. risks, as well as litigation, audits, investigations, or adverse stakeholder action. Any ESG corporate responsibility or sustainability metrics that we currently or may in the future disclose, whether based on the standards that we set for ourselves or those set by third parties, may influence our reputation and the value of our brands. There is also increased continued focus, including by investors, customers, and other stakeholders, on ESG corporate responsibility matters, including with respect to the use of materials, climate change, certain materials and minerals, fleet electrification, sustainable packaging, emissions reporting, waste generation, supply chain, chain diligence, human capital, and health equity and worker safety. Our reputation could be damaged if we do not, or are perceived to not, not to, act responsibly in a way that is aligned with stakeholder expectations with respect to sustainability corporate responsibility matters, which could also have a material adverse effect on our business, financial position, results of operations, and cash flows. the Company.
Source: Item 1A, 10-K 0001140859-25-000131 vs Item 1A, 10-K 0001140859-24-000177
Legal Proceedings 299 words changed in this paragraph; it is 34% similar to last year's version.
In Maryland, a trial commenced on September 16, 2024 in a case filed by the Mayor and City Council of Baltimore in the Circuit Court for Baltimore City. On November 12, 2024, the jury returned a verdict finding ABDC (and another national distributor) liable for public nuisance and assessing approximately $274 million total in compensatory damages, approximately $74 million of which was assessed against ABDC. A second phase of the trial is scheduled to commence began on December 11, 2024 related to the City of Baltimore's Baltimore’s request for an abatement remedy, which will proceed remedy and proceeded as a bench trial. While On June 12, 2025, the judgment is not yet final, Court issued a ruling on the Company is evaluating next steps, including defendants’ post-trial motions relating to the first phase of the trial. The Court upheld the jury’s finding of liability, but granted the defendants a possible appeal. new trial on the extent of damages to correct certain errors and due to the excessive nature of the jury’s damages award. In the alternative, the Court granted remittitur, through which the Court reduced the compensatory damages assessed against ABDC to approximately $14.4 million. The $74 Court issued its ruling regarding the City of Baltimore’s request for abatement on August 8, 2025, assessing approximately $28 million against ABDC for abatement measures, bringing the overall monetary award assessed against ABDC to approximately $42.5 million. On August 14, 2025, the City of Baltimore informed the Court that it would accept the reduced damages award as reflected in the Court’s post-trial ruling, in lieu of a new trial. On September 2, 2025, the Court entered final judgment. In October 2025, ABDC (and the other national distributor) filed a notice of appeal to the Appellate Court of Maryland, and the City of Baltimore filed a notice of cross-appeal. In November 2025, both the City of Baltimore and ABDC (and the other national distributor) filed petitions for a writ of certiorari (bypass) with the Supreme Court of Maryland. If the Court grants the petitions, then the appeal will proceed directly in that Court, instead of in the Appellate Court. The $42.4 million is a component of the Company's $4.9 Company’s $4.3 billion litigation liability as of September 30, 2024 2025, as described below. above.
Source: Item 3, via Note 12 – Legal Matters and Contingencies, 10-K 0001140859-25-000131 vs Item 3, via Note 13 – Legal Matters and Contingencies, 10-K 0001140859-24-000177
MD&A 144 words changed in this paragraph; it is 36% similar to last year's version.
Interest expense, net decreased $71.9 increased $134.6 million, or 31.4%, 85.7%, from the prior fiscal year due to the increase in interest income expense, offset in part by an increase 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 decrease $1.5 billion variable-rate term loan, which we borrowed in interest expense. January 2025 to finance a portion of the RCA acquisition, increased revolving credit facility borrowings to cover short-term working capital needs, and the May 2025 issuance of our €1.0 billion of senior notes, offset in part by the repayment of our $500 million of senior notes that matured in March 2025. The increase in interest income was driven by higher investment interest rates and higher average investment cash balances in the current fiscal year 2025 in comparison to the prior fiscal year. The decrease in interest expense was primarily driven by a decrease in interest expense at our European distribution business primarily due to the September 2023 divestiture of our less-than-wholly-owned subsidiary in Egypt and decreased borrowings in Turkey. 2024.
Source: Item 7, 10-K 0001140859-25-000131 vs Item 7, 10-K 0001140859-24-000177
Accounting Policies 72 words changed in this paragraph; it is 68% similar to last year's version.
In November 2023, the Financial Accounting Standards Board ("FASB") (“FASB”) issued ASU Accounting Standards Update (“ASU”) No. 2023-07, "Segment “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07")." (“ASU 2023-07”).” ASU 2023-07 requires public entities to disclose significant segment expenses on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment's segment’s profit or loss that are currently required annually. ASU 2023-07 is effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024. Early adoption is permitted. The guidance should be applied retrospectively to all periods presented in the financial statements. The Company is currently evaluating adopted ASU 2023-07 and retrospectively reflected segment cost of goods sold and segment operating expenses in Note 14. The adoption of ASU 2023-07 had no impact on the impact of adopting this new accounting guidance. Company’s Consolidated Financial Statements.
Source: Item 8, Note 1 – Summary of Significant Accounting Policies, 10-K 0001140859-25-000131 vs Item 8, Note 1 – Summary of Significant Accounting Policies, 10-K 0001140859-24-000177
Every change, by type
Sentences and paragraphs of COR's Risk Factors and MD&A, 10-K 2025-11-25 against 10-K 2024-11-26.
Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
On August 28, 2025, Sycamore Partners, a private equity firm, acquired Walgreens Boots Alliance, Inc. (“WBA”). We have a distribution agreement in the U.S. pursuant to which we distribute pharmaceuticals to Walgreens pharmacies as well as a generics purchasing services arrangement under which Walgreens Boots Alliance Development GmbH (“WBAD”) provides a variety of services to us, including negotiating acquisition pricing with generic manufacturers on our behalf. Each of these agreements has a stated term that does not expire until 2029. We also have an international distribution agreement pursuant to which we supply brand-name and generic pharmaceutical products to Boots until 2031. In light of the reorganization of WBA and its subsidiaries into distinct business units by WBA’s new owners, such new owners may seek changes to WBA’s operations or our relationship with WBA that could affect our agreements with Walgreens, WBAD, and/or Boots. For example, WBA’s new owners may expand or accelerate WBA’s plan disclosed in October 2024 to close approximately 1,200 retail stores in the U.S. over a three-year period. There can be no assurance that potential changes to our relationship with WBA, and/or its business and operations under new ownership, will not have an adverse effect on our contractual arrangements with WBA or our business.
Read it in 10-K 2025-11-25 at sec.gov ↗
AddedRisk Factors
services, and, as a result, conditions outside of our control might limit the expected benefits of the divestiture. Following a divestiture, we may be restricted from re-entering applicable markets for a period of time due to non-competition restrictions. The impact of a divestiture on our results of operations could also be less than anticipated.
Read it in 10-K 2025-11-25 at sec.gov ↗
AddedRisk Factors
Furthermore, geopolitical dynamics caused by changes or uncertainty in U.S. policies or the political, economic, social or other conditions or policies in foreign countries and regions in which we do business may impact or disrupt our business, as well as the operations of our customers, suppliers, service providers, or other third-party business partners. During fiscal 2025, we continued to experience increased costs, including for fuel, and it is possible that we could experience supply disruptions, shortages, or additional costs (including with respect to packaging, materials, and other equipment) resulting from U.S. tariffs or other protective measures. These tariffs and protective measures may include (i) the existing fentanyl tariffs, reciprocal tariffs, or secondary tariffs imposed on Indian or Brazilian-origin goods; (ii) the threatened tariffs on imports of pharmaceuticals and pharmaceutical ingredients under Section 232 of the Trade Expansion Act of 1962 (as amended); or (iii) additional tariffs imposed by the U.S. Executive Branch or Congress. We cannot predict how or when these tariffs may be implemented or modified. Moreover, other countries may impose counter-tariffs or measures that could impact our operations and pricing. The current environment relating to tariffs is highly dynamic, and tariff policies may be interrelated with other regulatory and foreign policy initiatives of the Executive Branch and/or Congress.
Read it in 10-K 2025-11-25 at sec.gov ↗
AddedRisk Factors
On May 12, 2025, the Executive Branch issued Executive Order 14297, “Delivering Most-Favored-Nation Prescription Drug Pricing to American Patients” (“Executive Order 14297”). Executive Order 14297 seeks to reduce prescription drug costs in the U.S. by requiring manufacturers to sell certain drugs in the U.S. at no higher than the lowest prices paid for those same drugs in other developed countries. Executive Order 14297 directs the U.S. Department of Health and Human Services (“HHS”) to facilitate direct-to-consumer (“DTC”) purchasing programs for prescription drugs at the most-favored-nation (“MFN”) price that may bypass traditional supply chain intermediaries. The U.S. Office of Management and Budget received a proposed rule for review to implement a “Global Benchmark for Efficient Drug Pricing (GLOBE) Model” on September 25, 2025, and another proposed rule to implement a “Guarding U.S. Medicare Against Rising Drug Costs (GUARD) Model” on October 2, 2025, but neither proposed rule has been published. Although HHS has not yet otherwise issued any substantive regulatory proposals for DTC mechanisms, both the Executive Branch and the pharmaceutical manufacturers trade association have announced DTC websites for manufacturer DTC discounting programs. Further, some manufacturers have already announced alternative DTC models for a limited number of products in parallel to traditional retail distribution that may employ product shipment mechanisms that do not incorporate traditional wholesale distribution. MFN pricing pressures and DTC mechanisms could lead to voluntary or involuntary manufacturer price changes, which could be either temporary or long term, but all of which could adversely affect our business.
Read it in 10-K 2025-11-25 at sec.gov ↗
AddedRisk Factors
customers may cause us to incur bad debt expense at levels higher than historically experienced. Declining economic conditions or increases in inflation may also increase our costs.
Read it in 10-K 2025-11-25 at sec.gov ↗
AddedRisk Factors
Several EU member states have adopted or are considering adopting laws and regulations aimed at mitigating or controlling drug supply shortages, and the EU’s proposal of the Critical Medicines Act in March 2025 as well as the ongoing comprehensive reform of EU pharmaceutical legislation (referred to as the “EU pharmaceutical package”) propose more stringent notification duties, mandatory stockpiling and detailed shortage prevention plans for certain drugs. These measures could require us and our partners to hold higher inventories, alter production and distribution plans, prioritize certain markets, and incur additional compliance and logistics costs, and non-compliance could result in fines, product seizures, operating restrictions, litigation, reputational harm, and loss of market access. The evolving and fragmented nature of such requirements increases operational complexity and forecasting uncertainty, and could materially and adversely affect our business, financial condition, results of operations, and cash flows.
Read it in 10-K 2025-11-25 at sec.gov ↗
AddedRisk Factors
In addition to the regulation of supply chain distribution arrangements, the products we sell may be subject to production, marketing, clinical or coverage restrictions through the FDA and HHS regulatory processes. For example, recent limitations on COVID-19 vaccinations and changes to pediatric vaccination schedules may have an adverse impact on the
Read it in 10-K 2025-11-25 at sec.gov ↗
AddedRisk Factors
availability or access to certain products that we distribute. There can be no assurance such regulations will not have an adverse effect on our or our customers’ business.
Read it in 10-K 2025-11-25 at sec.gov ↗
AddedRisk Factors
incentives intended to promote biosimilar introduction and competition which may affect our customers’ selection of products. Each of these considerations, as well as other issues that may arise in connection with the implementation of the IRA, may adversely affect our operations and profitability as well as our customers’ operations, profitability, and cash flow. In addition, at least eight federal lawsuits have been filed by manufacturers seeking to invalidate the negotiated drug pricing features of the IRA. To date, none of the manufacturers has prevailed in such litigation, but some cases may proceed to appellate review. The uncertainties associated with this litigation may create disruption with respect to both implementation of the law and pricing practices.
Read it in 10-K 2025-11-25 at sec.gov ↗
AddedRisk Factors
OBBBA, enacted in July 2025, includes a number of provisions that may affect access, coverage, and payment for medical products and services. For example, the legislation: (i) implements work requirements for certain Medicaid patients to maintain eligibility and expands cost-sharing for certain Medicaid-eligible individuals; (ii) allows Medicare payment cuts to certain hospitals and other providers to take effect; and (iii) tightens eligibility standards for ACA exchange subsidies. These provisions may impact the financial stability of our customers, and may limit coverage or payment, and therefore affect demand, for our products and services.
Read it in 10-K 2025-11-25 at sec.gov ↗
AddedRisk Factors
In addition to the proposed Part B payment changes in the hospital outpatient context, CMS also finalized a separate rule in October 2025 which may affect the manner in which manufacturers calculate the average sales price (“ASP”) for their drugs, which is used to determine Medicare Part B payment amounts. Under current law, “bona fide service fees” (“BFSFs”) paid by manufacturers, including but not limited to distribution service fees paid to wholesalers, generally do not affect ASP calculations. The final rule would, among other things, tighten the standards for the BFSF exemptions by requiring certifications that fee recipients will not pass fees through to downstream customers or clients. These changes could result in reduced Part B payments for specialty products to our customers, and some manufacturers may seek to implement alternative pricing or contracting structures for their service fee relationships with wholesalers, providers, and other entities. There can be no assurance that such outcomes will not have an adverse impact on our business (especially the practice management and physician specialty network organizations that we have recently invested in or acquired).
Read it in 10-K 2025-11-25 at sec.gov ↗
AddedRisk Factors
lower level of capital returned to stockholders. Further details on the Distributor Settlement Agreement and opioid-related legal proceedings are provided in Note 12 of the Notes to Consolidated Financial Statements.
Read it in 10-K 2025-11-25 at sec.gov ↗
RemovedRisk Factors
The closing of the variable prepaid forward transactions concerning our common stock by WBA could adversely affect prevailing market prices of our common stock.
Read it in 10-K 2024-11-26 at sec.gov ↗
RemovedRisk Factors
WBA has the right, but not the obligation, under the transactions contemplated by the Framework Agreement, dated March 18, 2013, and the Amended and Restated AmerisourceBergen Shareholders Agreement, dated June 1, 2021 (as amended, the "Shareholders Agreement"), to make certain additional investments in our common stock. WBA also has the right to sell any of the shares of our common stock that it has acquired so long as WBA has held the shares beyond the requisite dates specified in the Shareholders Agreement, subject to certain restrictions on the number of shares that may be sold at any given time. From May 2023 through the date of this Annual Report on Form 10-K, WBA has pledged 20.0 million shares of our common stock as collateral upon entering into separate variable pre-paid forward transactions. The closing of the variable pre-paid forward transactions could adversely affect prevailing market prices of our common stock. We could also encounter unforeseen costs, circumstances, or issues with respect to the transactions and collaboration that we anticipate pursuing with
Read it in 10-K 2024-11-26 at sec.gov ↗
RemovedRisk Factors
WBA. Many of these potential circumstances are outside of our control and any of them could result in increased costs, decreased revenue, decreased benefits and the diversion of management’s time and attention.
Read it in 10-K 2024-11-26 at sec.gov ↗
RemovedRisk Factors
Our businesses operate in a number of jurisdictions that have a higher business, operating, and regulatory risk profile than the United States, United Kingdom, and European Union jurisdictions. Such risks may include risks of violation of the United States’, the United Kingdom’s and other jurisdictions’ anti-corruption, anti-bribery, and international trade laws. Our results of operations and financial position may be adversely affected if we are not able to put in place effective financial
Read it in 10-K 2024-11-26 at sec.gov ↗
RemovedRisk Factors
controls and compliance policies to safeguard against such risks as part of our integration of businesses, including PharmaLex, RCA, and other acquisitions.
Read it in 10-K 2024-11-26 at sec.gov ↗
RemovedRisk Factors
Changes or uncertainty in U.S. policies or the policies of other countries and regions in which we do business, including any changes or uncertainty with respect to U.S. or international trade policies or tariffs, also can disrupt our global operations, as well as the operations of our customers and suppliers. Any disruption may inhibit our access to, or require us to spend more money to source, certain products or that we use in our operations. Any of these factors could adversely affect our business, financial position, results of operations, and cash flows.
Read it in 10-K 2024-11-26 at sec.gov ↗
RemovedRisk Factors
not have a material impact on us, either individually or in the aggregate, similar incidents or events in the future may materially impact our business, reputation or financial results.
Read it in 10-K 2024-11-26 at sec.gov ↗
RemovedRisk Factors
any customer that has a substantial amount owed to us could have a material adverse effect on our operating revenue and results of operations. As of September 30, 2024, our two largest trade receivable balances due from customers represented approximately 37% and 5% of our accounts receivable, net.
Read it in 10-K 2024-11-26 at sec.gov ↗
RemovedRisk Factors
At the federal level, in the United States, the DSCSA establishes national traceability standards requiring drugs to be labeled and tracked at the bottle level, preempts state drug pedigree requirements, and required all supply-chain stakeholders to participate in an electronic, interoperable prescription drug traceability system by November 2023. In August 2023, however, the FDA established a stabilization period, which is set to expire on November 27, 2024, to allow trading partners to implement, troubleshoot and mature their electronic interoperable systems. The FDA expects trading partners to use this stabilization period to build and validate interoperable systems and processes, manage products and data, and ensure continuity of the supply chain and product availability to patients. In October 2024, the FDA announced that it would allow exemptions from the expiring stabilization period (and subsequent enforcement), extending the timelines for certain trading partners who have initiated electronic systems but continue to work toward addressing challenges around data exchange, quality and reliability. These exemptions apply to eligible wholesale distributors, including the Company, until August 27, 2025.
Read it in 10-K 2024-11-26 at sec.gov ↗
RemovedRisk Factors
Additionally, in 2024, the FTC issued a request for information to industry stakeholders to review the cause of and potential solutions to drug shortages. Responses were received from many stakeholders but no further action has been taken.
Read it in 10-K 2024-11-26 at sec.gov ↗
RemovedRisk Factors
In addition, various proposals have been advanced to permit the importation of drugs from other countries to provide lower cost alternatives to the products available in the United States. An example is the Safe Importation Action Plan ("SIP") that was released by HHS and the FDA on July 31, 2019, and that outlines two potential pathways to allow importation of certain drugs from foreign markets. Following the SIP framework, the FDA issued a final rule that allows importation of certain lower-cost prescription drugs from Canada. Under the rule, states or certain other non-federal governmental entities are permitted to submit importation program proposals to the FDA for review and authorization of two-year programs (with the opportunity to extend for two more years). While the final rule became effective on November 30, 2020, its implementation has been delayed and its impact is uncertain, in part because lawsuits have been filed challenging the government’s authority to promulgate it. Further, authorities in Canada have passed rules designed to safeguard the Canadian drug supply from shortages. Despite the ongoing litigation, on July 9, 2021, President Biden signed an Executive Order pertaining to drug pricing that
Read it in 10-K 2024-11-26 at sec.gov ↗
RemovedRisk Factors
directs the Commissioner of the FDA to work with states and Indian Tribes to facilitate the commercial importation of certain prescription drugs from Canada. If implemented, importation of drugs from Canada may materially and adversely affect our business. The regulatory and market implications of the final rule and guidance remain unknown. Proponents of drug reimportation may attempt to pass legislation that would directly allow reimportation under certain circumstances. Legislation or regulations allowing the reimportation of drugs, if enacted, could decrease the price that we receive for products and adversely affect our future revenues and prospects for profitability.
Read it in 10-K 2024-11-26 at sec.gov ↗
RewordedRisk Factors
Many foreign data privacy regulations (including, without limitation, GDPR in the European Union, UK GDPR, Brazil’s General Data Protection Law, "LGPD," Law (“LGPD”), and the Personal Information Protection and Electronic Documents Act in Canada) and certain U.S. state laws and regulations (including California’s CCPA, the Colorado Privacy Act, the Connecticut Data Privacy Act, the Utah Consumer Privacy Act, and the Virginia Consumer Data Protection Act and recently enacted consumer privacy laws in Delaware, Iowa, Montana, Nebraska, New Hampshire, New Jersey, Oregon, and Texas) impose requirements beyond those enacted under United States federal law including, and, in some instances, allow for a private rights right of action.
Read it in 10-K 2025-11-25 at sec.gov ↗
RewordedRisk Factors
The continued threat of terrorism and heightened security and military action in response thereto, or any other current or future acts of terrorism, war or other geopolitical developments (such as rising nationalism, the ongoing conflicts conflict in Ukraine Ukraine, and between Israel and Hamas), evolving conditions in the Middle East), and other events (such as economic sanctions and trade restrictions, including those related to the ongoing conflicts in Ukraine and between Israel and Hamas) restrictions) may cause further disruptions to the economies of the United States U.S. and other countries and create further uncertainties or could otherwise negatively impact our business, financial position, results of operations, and cash flows. uncertainties.
Read it in 10-K 2025-11-25 at sec.gov ↗
RewordedRisk Factors
Further, divestitures may be delayed due to failure to obtain required approvals on a timely basis, if at all, from governmental authorities, authorities or may become more difficult to execute due to conditions placed upon approval that could, among other things, delay or prevent us from completing a transaction, or otherwise restrict our ability to realize the expected financial or strategic goals of a transaction. third parties.
Read it in 10-K 2025-11-25 at sec.gov ↗
RewordedRisk Factors
Further, divestitures They may be delayed due to failure to obtain required approvals on a timely basis, if at all, from governmental authorities, or may also become more difficult to execute due to conditions placed upon any approval that could, among other things, delay or prevent us from completing a transaction, negatively impact the value of a divested business due to the effect on relationships with personnel or customers, or otherwise restrict our ability to realize the expected financial or strategic goals of a transaction.
Read it in 10-K 2025-11-25 at sec.gov ↗
RewordedRisk Factors
Complying Any failures or delays in compliance by us, manufacturers, or others in our supply chain with the DQSA requirements, including the and DSCSA requirements, and other chain of custody and pharmaceutical distribution requirements, including follow-on actions related to current public concern over the abuse of opioid medications, could result in suspension or delays in our production and distribution activities, activities or have an adverse effect on our ability to manage the supply of products, which may increase our costs and could otherwise adversely affect our results of operations.
Read it in 10-K 2025-11-25 at sec.gov ↗
RewordedRisk Factors
While we believe that Due to the ambiguity of tax laws and regulations, the subjectivity of factual interpretations, and the complexity of our historical tax positions are consistent with applicable laws, regulations, business and existing precedent, intercompany arrangements, there can be no assurance that our tax positions will not be challenged by relevant tax authorities or that we would be successful in any such challenge.
Read it in 10-K 2025-11-25 at sec.gov ↗
RewordedRisk Factors
We cannot predict whether manufacturers will continue to propose rebate programs or programs, the outcome of potential enforcement actions or litigation relating to those approaches. approaches, the effects of potential rebate models approved under the August 1, 2025 notice, or the potential for rebate models to expand beyond the products that are subject to negotiated pricing.
Read it in 10-K 2025-11-25 at sec.gov ↗
RewordedRisk Factors
The Distributor Settlement Agreement Agreement, which we and the other two national pharmaceutical distributors negotiated to resolve a substantial majority of opioid lawsuits filed by state and local government entities, became effective on April 2, 2022, and as of September 30, 2024, 2025, it included 48 of 49 eligible states (the "Settling States") “Settling States”) as well as 99% by population of the eligible political subdivisions in the Settling States.
Read it in 10-K 2025-11-25 at sec.gov ↗
RewordedRisk Factors
We have business operations in many countries worldwide, including in China, India, Turkey, and other countries that are considered to have higher risk business environments with higher risk of conduct that could give rise to potential violations of, and liabilities. liabilities in connection with, applicable anti-bribery, anti-corruption, and/or international trade law, and we must maintain effective internal controls, policies, and procedures in such jurisdictions.
Read it in 10-K 2025-11-25 at sec.gov ↗
RewordedRisk Factors
Our reputation could be damaged if we do not, or are perceived to not, not to, act responsibly in a way that is aligned with stakeholder expectations with respect to sustainability corporate responsibility matters, which could also have a material adverse effect on our business, financial position, results of operations, and cash flows. the Company.
Read it in 10-K 2025-11-25 at sec.gov ↗
RewordedRisk Factors
Our relationships with healthcare providers and pharmaceutical manufacturers subject our business to laws and regulations on fraud and abuse which, among other things, (i) prohibit persons from soliciting, offering, receiving or paying any remuneration in order to induce the referral of a patient for treatment or the ordering or purchasing of items or services that are in any way paid for by Medicare, Medicaid or other government-sponsored healthcare programs and programs, (ii) impose a number of restrictions upon referring physicians and providers of designated health services under Medicare and Medicaid programs. programs, and (iii) authorize substantial civil money penalties and other remedies for submitting or causing the submission of false or fraudulent claims to the government.
Read it in 10-K 2025-11-25 at sec.gov ↗
RewordedRisk Factors
There is also increased continued focus, including by investors, customers, and other stakeholders, on ESG corporate responsibility matters, including with respect to the use of materials, climate change, certain materials and minerals, fleet electrification, sustainable packaging, emissions reporting, waste generation, supply chain, chain diligence, human capital, and health equity and worker safety.
Read it in 10-K 2025-11-25 at sec.gov ↗
Quiet changesRisk Factors
If In addition, if the economics of the generics purchasing services arrangement with WBAD decline due to changes in market conditions or other changes impacting the fees and rebates that generic manufacturers make available through the arrangement, our margins and results of operations could also be adversely affected.
Read it in 10-K 2025-11-25 at sec.gov ↗
Quiet changesRisk Factors
A monitor will oversee is overseeing compliance with these provisions for a period of five years.
Read it in 10-K 2025-11-25 at sec.gov ↗
Quiet changesRisk Factors
In addition, the distributors will engage have engaged a third-party vendor to act as a clearinghouse for data aggregation and reporting, which the distributors will fund for ten years.
Read it in 10-K 2025-11-25 at sec.gov ↗
Quiet changesRisk Factors
From time to time, various legislative initiatives may be are proposed that could adversely affect our tax positions and/or our tax liabilities.
Read it in 10-K 2025-11-25 at sec.gov ↗
AddedMD&A
Recently, we undertook a strategic review of our business to ensure alignment with our growth priorities and strategic drivers. As a result of this review, we have reorganized certain business components within our reporting structure. Beginning in the first quarter of fiscal 2026, our reporting structure will be comprised of U.S. Healthcare Solutions, International Healthcare Solutions, and Other. The U.S. Healthcare Solutions reportable segment will consist of U.S. Human Health (excluding legacy U.S. Consulting Services). The International Healthcare Solutions reportable segment will consist of Alliance Healthcare, Innomar, World Courier, and strategic components of PharmaLex. Other, which is not considered a reportable segment, will consist of businesses for which we have begun to explore strategic alternatives and includes MWI Animal Health, Profarma, U.S. Consulting Services and the other components of PharmaLex.
Read it in 10-K 2025-11-25 at sec.gov ↗
AddedMD&A
Other loss (income), net includes a $113.5 million impairment of an equity investment that was made in fiscal 2021 and a $35.5 million loss on the divestiture of non-core businesses, offset in part by our portion of an equity method investment’s gain on the sale of a business of $39.7 million and a $14.1 million gain on the remeasurement of an equity investment in fiscal 2025.
Read it in 10-K 2025-11-25 at sec.gov ↗
AddedMD&A
In November 2024, we entered into an agreement pursuant to which we obtained a $1.0 billion senior unsecured revolving credit facility (the “364-Day Revolving Credit Facility”) with a syndicate of lenders, which was scheduled to expire
Read it in 10-K 2025-11-25 at sec.gov ↗
AddedMD&A
364 days after the January 2, 2025 closing of the RCA acquisition, the date on which borrowings under this facility became available to us. In June 2025, in conjunction with the amendment to the Multi-Currency Revolving Credit Facility, we terminated the 364-Day Revolving Credit Facility.
Read it in 10-K 2025-11-25 at sec.gov ↗
AddedMD&A
In January 2025, we borrowed $1.5 billion on a variable-rate term loan (“Term Loan”) that was scheduled to mature in December 2027. In September 2025, we amended the Term Loan to shorten the maturity to October 2027. The Term Loan was used to finance a portion of the acquisition of RCA (see Note 2 of the Notes to Consolidated Financial Statements). The Term Loan bears interest at a rate equal to either an adjusted SOFR plus an applicable margin or an alternate base rate plus an applicable margin. The margins are based on our public debt ratings. The Term Loan contains similar covenants to the Multi-Currency Revolving Credit Facility. We have the right to prepay the borrowings under the Term Loan at any time, in whole or in part and without premium or penalty. Through September 30, 2025, we elected to make early principal payments of $700 million on the Term Loan.
Read it in 10-K 2025-11-25 at sec.gov ↗
RemovedMD&A
On November 5, 2024, we entered into an agreement to acquire Retina Consultants of America ("RCA"). Under the terms of the agreement, we will acquire RCA for cash based on an enterprise value of approximately $4.6 billion, subject to a customary working capital and net-debt adjustment. RCA’s affiliated practices, physicians, and management will rollover a portion of their equity in RCA. After giving effect to the rollover, a cash capitalization of RCA that we intend to make, and the payment of transaction fees and expenses, our expected cash outlay at closing would be approximately $4.3 billion. At closing, we expect to hold approximately 85% ownership in RCA. The agreement also provides for the potential payment of up to $500 million in aggregate contingent consideration in fiscal 2027 and fiscal 2028, subject to the successful completion of certain predefined business objectives. We expect to fund the transaction through a combination of cash on hand and new debt financing and have obtained $3.3 billion in bridge financing commitments in connection with the transaction. The transaction is subject to the satisfaction of closing conditions, including receipt of required regulatory approvals.
Read it in 10-K 2024-11-26 at sec.gov ↗
RemovedMD&A
We recognized gains of $40.7 million from the divestiture of non-core businesses in fiscal 2023.
Read it in 10-K 2024-11-26 at sec.gov ↗
RemovedMD&A
The quantitative impairment test for indefinite-lived intangibles other than goodwill (certain trademarks and trade names) consists of a comparison of the fair value of the indefinite-lived intangible asset to the carrying value of the asset as of the impairment testing date. We estimate the fair value of its indefinite-lived intangibles using the relief from royalty method, which is a widely used valuation technique for such assets. The fair value derived from the relief from royalty method is measured as the discounted cash flow savings realized from owning such indefinite-lived trademarks and trade names and not having to pay a royalty for their use.
Read it in 10-K 2024-11-26 at sec.gov ↗
RewordedMD&A
As a percentage of revenue, distribution, selling, and administrative expenses were 1.93% 2.02% in the current fiscal year, which represented a decline year and represent an increase of 10 9 basis points compared to the prior fiscal year as initiatives taken primarily due to the January 2025 acquisition of RCA, offset in fiscal 2023 part by our improved operating efficiency across many of leverage from our businesses and administrative functions and the 12.1% 9.3% revenue growth in from the current prior fiscal year improved our operating leverage. year.
Read it in 10-K 2025-11-25 at sec.gov ↗
RewordedMD&A
Our net cash provided by operating activities decreased increased by $426.6 $390.4 million in fiscal 2024 2025 compared to fiscal 2023 2024 largely due to our growth, which resulted from an increase in net income, plus non-cash items of $653.7 million, offset in part by a decrease in cash generated from our working capital accounts due to the timing of cash receipts and disbursements related to our working capital accounts. disbursements.
Read it in 10-K 2025-11-25 at sec.gov ↗
RewordedMD&A
Healthcare Solutions segment grew its revenue by $30.6 $25.6 billion, or 13.0%, 9.7%, from the prior fiscal year primarily due to overall market growth primarily largely driven by unit volume growth, including increased sales of $8.6 billion, or 43.4%, specialty products to health systems and physician practices and increased sales of products labeled for diabetes and/or weight loss in the GLP-1 class, increased sales class of specialty products to physician practices and health systems, and increased sales of COVID-19 therapies and vaccines. $7.7 billion, or 26.9%.
Read it in 10-K 2025-11-25 at sec.gov ↗
RewordedMD&A
We completed our required annual impairment assessments relating to goodwill and indefinite-lived intangible assets in fiscal 2025, 2024, 2023, and 2022 and 2023 and, as a result, recorded a $418.0 million goodwill impairment in our PharmaLex reporting unit in connection with our 2024 impairment assessment impairments (see Note 5 of the Notes to Consolidated Financial Statements) of $723.9 million and a $75.9 $418.0 million goodwill impairment in our Profarma PharmaLex reporting unit in connection with our fiscal 2022 impairment assessment. 2025 and 2024, respectively.
Read it in 10-K 2025-11-25 at sec.gov ↗
RewordedMD&A
Healthcare Solutions segment grew its revenue by $30.6 $25.6 billion, or 13.0%, 9.7%, from the prior fiscal year due to overall market growth primarily largely driven by unit volume growth, including increased sales of $8.6 billion, or 43.4%, specialty products to health systems and physician practices and increased sales of products labeled for diabetes and/or weight loss in the GLP-1 class, increased sales class of specialty products to physician practices and health systems, and increased sales of COVID-19 therapies and vaccines. $7.7 billion, or 26.9%.
Read it in 10-K 2025-11-25 at sec.gov ↗
RewordedMD&A
Our effective tax rate in fiscal 2024 2025 was higher than the U.S. statutory rate primarily due to the impairments of PharmaLex goodwill impairment, and an equity investment, which is are largely not deductible for income tax purposes, and U.S. state income taxes, and an increase in the amount of unrecognized tax benefits, offset in part by the discrete tax benefits associated with foreign valuation allowance adjustments, the benefit of non-U.S. income taxed at rates lower than the U.S. statutory rate, and tax benefits associated with equity compensation. rate.
Read it in 10-K 2025-11-25 at sec.gov ↗
RewordedMD&A
Our effective tax rate in fiscal 2024 2025 was higher than the U.S. statutory rate primarily due to the impairments of PharmaLex goodwill impairment, and an equity investment, which is are largely not deductible for income tax purposes, and U.S. state income taxes, and an increase in the amount of unrecognized tax benefits, offset in part by the discrete tax benefits associated with foreign valuation allowance adjustments, the benefit of non-U.S. income taxed at rates lower than the U.S. statutory rate, and tax benefits associated with equity compensation. rate.
Read it in 10-K 2025-11-25 at sec.gov ↗
RewordedMD&A
Healthcare Solutions $ 3,574,699 $ 2,934,877 $ 2,596,559 13.0% 21.8% International Healthcare Solutions 648,274 713,379 692,562 3.0% (9.1)% Total segment operating income 4,222,973 3,648,256 3,289,121 10.9% 15.8% Gains from antitrust litigation settlements 236,372 170,904 239,092 LIFO credit (expense) 76,876 52,168 (204,595) Turkey highly inflationary impact (49,571) (54,087) (86,967) Acquisition-related intangibles amortization (553,028) (660,292) (551,046) Litigation and opioid-related (expenses) credit, net credit (60,671) (227,070) 24,693 Acquisition-related deal and integration expenses (291,044) (103,001) (139,683) Restructuring and other expenses (229,422) (233,629) (229,884) Goodwill impairment (723,884) (418,000) — Operating income $ 2,628,601 $ 2,175,249 $ 2,340,731 (7.1)% 20.8%
Read it in 10-K 2025-11-25 at sec.gov ↗
RewordedMD&A
Gross profit increased by $950.5 $1,568.5 million, or 10.6%, 15.8%, from the prior fiscal year primarily due to the increases increase in gross profit in both reportable segments and a LIFO credit in the current fiscal year in comparison to LIFO expense in the prior fiscal year, offset in part by lower gains from antitrust litigation settlements. U.S.
Read it in 10-K 2025-11-25 at sec.gov ↗
RewordedMD&A
Healthcare Solutions operating income margin was 1.11% 1.23% and was flat compared to represents a 12-basis point increase from the prior fiscal year as due to the decline increase in gross profit margin, as described above in the Gross Profit section, was offset in part by the decline increase in the operating expense margin, as described above in the Operating Expense section. margin.
Read it in 10-K 2025-11-25 at sec.gov ↗
RewordedMD&A
Fiscal Year Ended September 30, (dollars in thousands) 2025 2024 2023 Change Distribution, selling, and administrative $ 6,493,842 $ 5,661,106 $ 5,309,984 6.6% 14.7% Depreciation and amortization 1,051,075 1,091,974 963,904 13.3% (3.7)% Litigation and opioid-related expenses (credit), expenses, net 60,671 227,070 (24,693) Acquisition-related deal and integration expenses 291,044 103,001 139,683 Restructuring and other expenses 229,422 233,629 229,884 Goodwill impairment 723,884 418,000 — Total operating expenses $ 8,849,938 $ 7,734,780 $ 6,618,762 16.9% 14.4%
Read it in 10-K 2025-11-25 at sec.gov ↗
RewordedMD&A
We have available to us an This accordion feature whereby allows us to increase the commitment on the Receivables Securitization Facility may be increased by up to $250 $500 million, subject to lender approval, for seasonal needs during the December and March quarters. approval.
Read it in 10-K 2025-11-25 at sec.gov ↗
