CORCencora

We note the statement you experienced a cybersecurity incident that, as of the date of the filing, did not have a material impact on your operations. Please advise us as to why you determined to file under Item 1.05 of Form 8-K given the statement that you have not yet determined whether the incident is reasonably likely to materially impact your financial condition or results of operations.

On July 26, 2023, the Commission adopted rules that require public companies to disclose material cybersecurity incidents under Item 1.05 of Form 8-K (the "Cybersecurity Rules"), with such disclosure rules going into effect as of December 18, 2023 (the "Effective Date"). As disclosed in the Form 8-K, which was filed approximately two months following the Effective Date, the Company learned on February 21, 2024 that data from its information systems had been exfiltrated (the "incident").

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At the time the Company filed the Form 8-K, on February 27, 2024, the investigation into the incident and corresponding materiality analysis remained ongoing. Nonetheless, the Company believed that disclosing the incident to the public was appropriate in light of the policy underpinning the Cybersecurity Rules1 and prevailing market practice following the Effective Date.

Following the May 21, 2024 clarifying statement by Erik Gerding, Director of the Division of Corporation Finance, the Company understands that while companies should not be discouraged from voluntarily disclosing cybersecurity incidents for which they have not yet made a materiality determination, such disclosure should be made in another manner, such as under Item 8.01 of Form 8-K.2 The Company acknowledges this clarifying

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1 The Commission noted in the Adopting Release for the Cybersecurity Rules that evidence suggests companies may be underreporting cybersecurity incidents. See Adopting Release, p. 8, citing Bitdefender, Whitepaper: Bitdefender 2023 Cybersecurity Assessment (Apr. 2023), available at https://businessresources.bitdefender.com/bitdefender-2023-cybersecurity-assessment.

2 https://www.sec.gov/news/statement/gerding-cybersecurity-incidents-05212024#_ftn1 statement and advises the Staff that it will consider all applicable guidance, together with the Adopting Release for the Cybersecurity Rules and Item 1.05 of Form 8-K, in determining whether and when to file future Current Reports on Form 8-K under Item 1.05.

Further, the Company respectfully advises the Staff that its investigation into the incident and corresponding materiality analysis remains ongoing and that it will file an amendment to the Form 8-K when it has determined whether the incident is reasonably likely to materially impact the Company’s financial condition or results of operations.

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We understand that the Company and its management are responsible for the accuracy and adequacy of our disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

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So investors have a better understanding of the relative impact of each of the factors listed, please quantify all material individual factors cited. For example, you disclose without quantification that revenue in International Healthcare Solutions increased from the prior fiscal year due to increased sales at Alliance Healthcare, increased revenue from [y]our less-than-wholly-owned Brazil full-line distribution

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business, incremental revenue from [y]our January 2023 acquisition of PharmaLex, and increased sales at [y]our Canadian business, and these increases were offset in part due to the June 2022 divestiture of [y]our Brazil specialty business. You also disclose [y]our European distribution business' revenue in the current fiscal year was negatively impacted by unfavorable foreign currency exchange rates in comparison to the prior fiscal year without quantification. Refer to Item 303(b) of Regulation S-K and section III.D of Release No. 33-6835 for guidance.

The Company advises the Staff that in preparing the disclosure within Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A"), the Company carefully considers the requirements set forth in Regulation S-K Item 303, as well as the Staff and Commission’s guidance relative to MD&A disclosures.

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Consistent with such guidance and the disclosure requirements, in order to ensure that all material information necessary for an understanding of changes in results is disclosed, the Company considers both quantitative and qualitative disclosures in drafting the MD&A, while remaining cognizant of avoiding information that could serve to dilute material disclosures or confuse readers.

When describing multiple factors that impacted results, the Company primarily uses the following disclosure methods:

•placing the list of factors in order of magnitude, with the largest factor generally appearing first;

•providing quantitative data, where material to an understanding of overall financial results or the relevant change in results;

•using qualitative language that provides context for the relative importance of multiple factors (such as the use of the words “primarily” and “partially offset by”); and

•providing qualitative discussion of significant factors that drove year-over-year changes.

In light of the Staff's comment, to supplement the existing disclosure in the MD&A, we will include additional quantification for all financial statement captions, when material, in our future filings. As an example, and for illustrative purposes, we made edits to the revenue paragraph relating to the International Healthcare Solutions segment on page 31 of our 2023 10-K, as underlined and set forth below:

Revenue in International Healthcare Solutions increased by $0.9 billion, or 3.5%, from the prior fiscal year due to (i) increased sales of $0.5 billion, net of a negative impact of $2.3 billion from unfavorable foreign currency exchange rates in comparison to the prior fiscal year, at Alliance Healthcare, our European distribution business, (ii) increased revenue of $0.3 billion from our less-than-wholly-owned Brazil full-line distribution business, (iii) incremental revenue of $0.2 billion from our January 2023 acquisition of PharmaLex, and (iv) increased sales of $0.2 billion at our Canadian business. These increases were offset in part by $0.2 billion due to the June 2022 divestiture of our Brazil specialty business.

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The reported amount of net cash provided by operating activities increased $1.2 billion, or approximately 45%, in fiscal 2023 compared to fiscal 2022. Please provide an analysis of the reason(s) for this variance. Refer to item 303(b) regarding analysis of material changes in line items from period to period. Also refer to the introductory paragraph of section IV.B and B.1 of Release No.

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33-8350 for guidance regarding the content of the analysis. For example, when preparing the discussion and analysis of operating cash flows, address material changes in the underlying drivers (e.g., cash receipts from the sale of goods and services and cash payments to acquire materials for manufacture or goods for resale) rather than merely describe items identified on the face of the statement of cash flows, such as the reconciling items used in the indirect method of presenting cash flows.

As disclosed on page 39 in the Liquidity and Capital Resources section of the 2023 10-K, the Company's cash flows from operating activities can vary significantly from period to period based upon fluctuations in its period-end working capital account balances. The timing of cash receipts and disbursements, which can vary significantly depending on the day of the week in which the period ends, can significantly impact the Company's working capital account balances.

In future filings, the Company will provide additional information describing the changes in its cash flows.

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As an example, the Company’s net cash provided by operating activities increased by $1.2 billion, or approximately 45%, in fiscal 2023 compared to fiscal 2022 as its revenue increased by $23.6 billion, or 10%. The Company’s net income plus non-cash expenses increased by approximately 7%. As the Company's revenue increased in fiscal 2023, its net negative working capital account balances as of September 30, 2023 increased by approximately 21% from September 30, 2022, net of the impact of the timing of cash receipts and disbursements. Additionally, the Company’s net cash provided by operating activities in fiscal 2022 was adversely impacted by larger opioid settlement payments of approximately $773 million in comparison to payments of approximately $521 million in fiscal 2023.

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In several areas in MD&A you disclose the acquisition of Pharmalex impacted your results. Regarding this acquisition, please tell us of your consideration of providing the disclosures required by ASC 805-10-50-2(h) as well as 2(f).

While not material to the Company’s consolidated operating results, balance sheet, or cash flows, the Company acknowledges that it qualitatively disclosed PharmaLex as one of the individual factors contributing to fiscal 2023 revenue and gross profit growth of the International Healthcare Solutions segment.

The Company evaluated the disclosure requirements of ASC 805-10-50-2(h) when preparing its disclosures in Note 2.

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Acquisitions and Equity Method Investment and concluded that PharmaLex was not a material acquisition as its fiscal 2023 pretax income and total assets were both less than 3% of the Company's consolidated fiscal 2023 pretax income and total assets.

With regard to ASC 805-10-50-2(f), the Company concluded that the acquisition-related costs incurred in connection with the PharmaLex acquisition were not material for disclosure. The Company has disclosed such expenses incurred in connection with past acquisitions that were deemed to be material, such as the fiscal 2021 acquisition of Alliance Healthcare, where it incurred expenses totaling $90.9 million. The Company will continue to monitor acquisition-related costs incurred in future acquisitions and make the appropriate disclosures, as necessary, and will continue to capture total acquisition-related deal and integration expenses as a separate line item on the face of its Consolidated Statements of Operations.

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Please disclose total assets for each of your reportable segments pursuant to ASC 280-1050-2.

The Company's Chief Operating Decision Maker does not review total assets by reportable segment for the purpose of assessing performance or allocating resources. As such, the Company has not disclosed total assets for its reportable segments. In future filings, the Company will include the following disclosure:

"The chief operating decision maker ("CODM") of the Company is the Executive Vice President and Chief Operating Officer of the Company, whose function is to allocate resources to, and assess the performance of, the Company's reportable segments.

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The CODM does not review total assets by reportable segment for the purpose of assessing performance or allocating resources."

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We understand that the Company and its management are responsible for the accuracy and adequacy of our disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

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Refer to your response to prior comment 2. From the example provided therein it remains unclear the factors that caused the variance in operating cash flows between fiscal 2023 and 2022 and the extent of their effect. You cite an increase in revenue as a factor for the increase in operating cash flows.

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Typically it is not the increase in the amount of revenue reported in a period that affects operating cash flows but the amount of revenue collected in the period that does. In this regard, we note the increased negative impact on operating cash flows of accounts receivable of approximately $1.1 billion. In connection with this, you did not address the variance in expenses on operating cash flows. Furthermore, it appears the affect of revenues and expenses is covered by your cited factor of increased net income plus non-cash expenses between the periods. Your example cites the positive impact on fiscal 2023 operating cash flows of reduced opioid settlements of $252 million, but we note offsetting negative impact on fiscal 2023 of increased income tax paid of $218 million and interest paid of $52 million. Your example further cites net negative working capital account balances increased in fiscal 2023 due to increased revenue, net of the impact of the timing of cash receipts and disbursements, but the correlative effect of these and reasoning for such is not clear. In this regard, we note the negative increase of inventory in fiscal 2023 of $1.5 billion and positive increase of accounts payable in fiscal 2023 of $2.8 billion. Please further consider the guidance previously cited in identifying material underlying factors that actually changed operating cash between periods. Please contact Patrick Kuhn at 202-551-3308 or Doug Jones at 202-551-3309 if you have questions regarding comments on the financial statements and related matters. Sincerely,

In future filings, the Company will identify specific material underlying factors that resulted in changes in operating cash flows between periods and the extent of their effect. As an example, the Company’s net cash provided by operating activities increased by approximately $1.2 billion in fiscal 2023 compared to fiscal 2022 largely due to growth of the Company and the timing of cash receipts and disbursements.

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More specifically, the drivers of this increase related to the following:

•The Company's growth was responsible for an increase in the Company's net income plus non-cash items from $2.8 billion in fiscal 2022 to $3.0 billion in fiscal 2023.

•The timing of cash receipts and disbursements can significantly impact the Company's working capital. The Company is able to maintain a negative working capital balance, as its days payable outstanding is greater than the sum of its days sales outstanding and days inventory on hand. Therefore, as the Company grows, absent timing or a specifically identifiable event or transaction, accounts receivable, inventory, and accounts payable will correspondingly increase, with the increase in accounts payable outpacing the increase in accounts receivable and inventory. In fiscal 2023, the growth of the Company's accounts receivable, inventories, and accounts payable balances provided $1.2 billion of cash from operations compared to $1.0 billion in fiscal 2022.

•Additionally, the Company’s net cash provided by operating activities in fiscal 2023 was higher than fiscal 2022 due to a $609 million reduction in the cash used for accrued expenses and long-term accrued litigation liabilities. This reduction is due to (i) the timing of operational cash disbursements and (ii) smaller opioid settlement payments of approximately $521 million in fiscal 2023 in comparison to payments of approximately $773 million made in fiscal 2022.

While there were no specific material events or transactions in fiscal 2023 or fiscal 2022 that resulted in the increase in operating cash flows, the Company will continue to monitor its results to identify and, where possible, quantify any such events or transactions in the future that materially impact comparability that were not due to growth or timing. The Company respectfully notes that it previously has provided such disclosures in prior filings when events or transactions have occurred that impacted comparability. Most recently, in the Company's Form 10-Q for the fiscal quarter ended March 31, 2024, it disclosed that the increase in accounts receivable included delayed collections of approximately $600 million from certain customers as a result of the February 2024 cyberattack on Change Healthcare.

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We understand that the Company and its management are responsible for the accuracy and adequacy of our disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

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Please revise to quantify and analyze all material individual factors to which changes in accounts are attributable. Consider using tables to list, quantify, and sum these factors and narrative text to provide analysis of the underlying business reasons for the individual factors in the tables. Please also quantify the effects of changes in both price and volume on revenues and expense categories, where appropriate.

While the Company has historically provided discussion of material factors impacting its results of operations, we will expand the discussion of our results and provide further explanation in future filings. As an example, and for illustrative purposes, we have made edits to the revenue paragraph relating to our Pharmaceutical Distribution Services segment on page 27 of our 2019 10-K, as underlined and set forth below:

The Pharmaceutical Distribution Services segment grew its revenue by $11.1 billion, or 6.9%, from the prior fiscal year, primarily due to the growth of some of its largest

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customers (sales to our largest customer, Walgreens, increased by $5.6 billion), continued strong specialty product sales, and overall market growth driven by both unit volume growth and inflationary increases. In addition, revenue increased $448.0 million in the current fiscal year due to the January 2018 consolidation of Profarma. Revenue also increased in fiscal 2019 as a result of and the January 2018 acquisition of H.D. Smith, which was fully integrated within Pharmaceutical Distribution Services in fiscal 2019.

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We note you recorded a charge of $66.7 million in the fourth quarter of the fiscal year ended September 30, 2019 related to an agreement in principle with two Ohio counties related to opioids. Please tell us the amount of your settlement and what amount, if any, was previously accrued.

By way of background, as of September 30, 2019, there were 2,667 lawsuits pending in 49 U.S. states and Puerto Rico against the Company and certain of its subsidiaries, including AmerisourceBergen Drug Corporation ("ABDC"), relating to the manufacturing, distribution, and dispensing of prescription opioid pain medications. Other pharmaceutical distributors, as well as pharmaceutical manufacturers and retail pharmacy chains, are parties to most of the same suits.

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The lawsuits allege violations of controlled substance laws and various other statutes as well as common law claims, including negligence, public nuisance and unjust enrichment, and seek equitable relief and monetary damages. An initial group of cases was consolidated for Multidistrict Litigation ("MDL") proceedings before the United States District Court for the Northern District of Ohio (the "Court") in December 2017. Additional cases have been, and will likely continue to be, transferred to the MDL. As of December 31, 2019, there were 2,989 such lawsuits pending against the Company and its subsidiaries.

In April 2018, the Court issued an order creating a litigation track, including dispositive motion practice, discovery and trials. The Company disclosed in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 that bellwether trials of claims brought by two Ohio Counties, Cuyahoga and Summit (the "Track 1 Trials"), were scheduled to commence in March 2019. The Company disclosed in its Annual Report on Form 10-K for the year ended September 30, 2018 that the start date of the Track 1 Trials had changed to September 2019 and disclosed in its Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2018 that the start date of the Track 1 Trials had changed to October 2019.

In December 2018, the Court dismissed certain public nuisance claims in the Track 1 Trials and allowed the majority of the claims to proceed. As of the August 1, 2019 filing date of the Company's Report on Form 10-Q for the fiscal quarter ended June 30, 2019, a liability for the Track 1 Trials could not be reasonably estimated because the Company was proceeding to trial and there was significant uncertainty as to whether a settlement could be reached and as to the amount and terms of any such settlement. The Company prepared for the Track 1 Trials until October 21, 2019, the date on which they were scheduled to begin. Immediately preceding the Track 1 Trials, significant progress was made in settlement discussions with the two Ohio counties, and, on October 21, 2019, the date on which the Track 1 Trials were scheduled to begin, the parties reached an agreement in principle to settle all claims brought by the two Ohio counties against the Company. As a result, the Company recorded a charge of $66.7 million in the fourth quarter of the fiscal year ended September 30, 2019 within Employee Severance, Litigation and Other in its Consolidated Statement of Operations and in Accrued Expenses and Other on the Company’s Consolidated Balance Sheet. All claims against the Company were dismissed with prejudice pursuant to the settlement and the settlement amount of $66.7 million was paid in December 2019. The Company did not recognize a liability for the settlement prior to the fourth quarter of the fiscal year ended September 30, 2019 because a loss was not considered probable and an estimate of the possible loss or range of loss could not be determined prior to the quarter in which the Company recorded a charge.

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With regard to the Multidistrict Litigation (“MDL”), we note from your filing that you are engaged in negotiations with plaintiffs’ representatives regarding a potential settlement framework. Please tell us whether you have made an offer to settle and whether there is an amount for which you would be willing to settle these matters.

As summarized above, the Company is currently defending itself against thousands of claims relating to the distribution of prescription opioid medication. The claims involve disparate parties represented by numerous attorneys, whose interests and objectives often conflict. While the Company is vigorously defending itself in all of the pending lawsuits, it has also participated in discussions with attorneys for plaintiffs and the Attorneys General for certain states that the Court instituted at the beginning of the MDL proceedings.

Specifically, and as disclosed in the 2019 10-K, the Company

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engaged in discussions with the Attorneys General for North Carolina, Pennsylvania, Tennessee, and Texas (the "Negotiating AGs") with the objective of reaching a potential framework for a global resolution of the MDL and other related state court litigation, including cases currently filed and that could be filed.

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The process for the negotiation of a global resolution of the MDL is complex and multifaceted. If the Negotiating AGs, the Company, and other distributors were to reach agreement, the potential terms for a global resolution would then need to be presented to the other states and local governments, and a significant number of such jurisdictions would need to accept the proposed terms in order to achieve an agreement in principle that would provide the finality that the Company requires from a global resolution.

On October 21, 2019, the Negotiating AGs announced certain proposed settlement terms involving a number of defendants, including the Company. [***]

At the time of the filing of the 2019 10-K, there remained significant uncertainty and a lack of clarity by the Company and others as to the terms of the proposed resolution, what would constitute acceptance of those terms, and whether the necessary parties, including the subdivisions within the states, would participate in a possible global resolution. Although the Company discussed various conditional scenarios for a possible global resolution with the Negotiating AGs, the plaintiffs' lawyers for local jurisdictions and other parties, at the time of the filing of the 2019 10-K there was significant uncertainty around what monetary and non-monetary terms would need to be offered to achieve a global resolution, including with respect to product distribution and the creation of an independent data aggregation clearinghouse. Those and other terms that would need to be agreed upon in order to achieve global resolution - including the amount of gross payments, the allocation of such payments among the parties, the time period over which those payments are required to be made, the level of participation by plaintiffs, and the amount of fees to be paid to plaintiffs' attorneys - each impact potential settlement outcomes and prevented us from determining an amount for which we would be willing to settle these matters. While the Company was engaged in discussions that included the Negotiating AGs and other parties with the objective of reaching potential terms for a global resolution, as of the date of the filing of the 2019 10-K, there was no agreement in principle, and the Company concluded that the settlement was not probable.

A liability associated with a global resolution was not recognized as of September 30, 2019, because the Company was unable to predict the outcome of settlement discussions with the states and local governments and, therefore, a global resolution was not considered probable. Therefore, the Company proceeded with litigation. Significant uncertainty remained with regard to whether such matters would proceed to trial, and, given the inherent uncertainty related to such litigation, including the early stages of the scheduled trials and the related discovery proceedings, the Company was not able to assess the likely outcome, and therefore unable to estimate the range of possible loss.

Given the large number of parties involved, the complexity and difficulty of the underlying issues, and the resulting uncertainty of achieving a potential global resolution, the Company continues to litigate and prepare for trial in the cases pending in the MDL as well as in state courts where lawsuits have been filed. This includes a trial in New York scheduled to begin on March 20, 2020 and additional trials around the country, including trials currently scheduled in Alaska, Arizona, Arkansas, Delaware, Georgia, Nevada, New Mexico, Ohio, Rhode Island, Tennessee, Texas, and Washington State.

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You state on page 75 that you are unable to estimate the range of possible loss because you are not in a position to assess the likely outcome. Please tell us what the term outcome refers to (e.g., settlement vs. trial, or result of settlement or trial). Because the matter is disclosed, we assume you believe there is at least a reasonable possibility of a material adverse outcome, either from settlement or trials.

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Therefore, please tell us why an estimate of the range of reasonably possible loss is dependent on determining the outcome. In this regard, we believe an estimate of a range of loss could contemplate different potential outcomes.

The term "outcome" was intended to refer to a trial, a settlement, or both. The Company is unable to conclude whether each claim will be litigated or settled, and in either case, the Company is unable to estimate an amount or range of reasonably possible losses.

The Company establishes accruals in accordance with Accounting Standards Codification Topic 450, Contingencies ("ASC 450"), when a material litigation liability is both probable and can be reasonably estimated.

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For reasonably possible loss contingencies, ASC 450 requires disclosure of the nature of the loss contingency and an estimate of the possible loss or range of loss or a statement that such an estimate cannot be made. As you noted, we stated within Note 13 ("Note 13") to our Consolidated Financial Statements in the 2019 10-K that significant uncertainty remains as to whether the MDL and related litigation will proceed to trial and that given the inherent uncertainty related to such litigation, the Company is not in a position to assess the likely outcome, and therefore unable to estimate the range of possible loss.

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The Company believes that it has valid defenses to the claims pending against it. Certain claims have already been dismissed through dispositive motion practice. Furthermore, the Company intends to vigorously defend itself against all claims and, if necessary, to go to trial. The outcome of any trial is difficult to predict, and an adverse judgment may be subsequently overturned on appeal. Accordingly, with respect to an indeterminate number of cases there may not be an adverse outcome for the Company. If settlement discussions progress, an estimate of a potential settlement amount will depend on numerous factors, including but not limited to the number of states and municipalities that participate in the settlement and the participation of currently non-litigating parties who may opt to join the settlement. Due to the current state of negotiations, the number of claims pending, the number of potential future claimants, the complexity of the issues, the possibility of success at trial, and other factors, it was not possible to estimate a range of loss at the time of the filing of the 2019 10-K.

Among the factors causing our inability to estimate the possible loss or a range of loss are the legal theories proffered by plaintiffs and legal defenses available to the Company; differing state laws in the various jurisdictions in which lawsuits have been filed; the degree of specificity in a plaintiff’s complaint; the varying procedural status of the thousands of pending cases; the application of contributory and/or comparative negligence to the allocation of damage awards among plaintiffs and defendants; the likelihood of success at trial; and the likelihood of success on appeal. These complexities prevent us from providing an estimate of the amount or range of possible loss, which is compounded by the novel nature of these matters and the number of parties involved.

As a result of the many variables, uncertainties and complexities discussed above, at the time we filed the 2019 10-K, we did not have a basis on which to, and therefore were not able to, reasonably estimate a possible loss or range of loss that could result from the material litigation pending against the Company in the MDL and other courts. We do not believe it would be appropriate to include in our periodic reports an aggregate range of loss when we are unable to provide a reasonable estimate of the possible loss as required by ASC 450. While we cannot reasonably estimate a range of loss, we do provide in Note 13 detailed disclosure of the nature of each material matter, the procedural history and the outcome of similar matters in which we have been involved in order to allow the reader to evaluate the potential magnitude of such claims. Furthermore, the Company has provided the disclosures required under ASC 275-10-50-9 by indicating the nature of the uncertainty and included an indication that it is at least reasonably possible that a change in the estimate will occur in the near term and disclosure of the factors that cause the estimate to be sensitive to change.

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Please tell us whether the first table in this note is intended to provide disclosure of revenue on a disaggregated basis under ASC 606. If so, please revise to so indicate. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

We confirm that the first table in Note 15. Business Segment Information on page 77 provides disclosure of revenue on a disaggregated basis under ASC 606.

Note 1 on page 54 under "Recently Adopted Accounting Pronouncements" includes our disclosures related to the adoption of ASC 606 and cross references our revenue recognition policy under "Revenue Recognition" in Note 1. On page 60 under "Revenue Recognition," we disclose the following:

"The Company's revenues are primarily generated from the distribution of pharmaceutical products.

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The Company also generates revenue from global commercialization services, which include clinical trial support, post-approval and commercialization support, and global specialty transportation and logistics for the biopharmaceutical industry. See Note 15 for the Company's disaggregated revenue."

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We understand that the Company and its management are responsible for the accuracy and adequacy of our disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

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We note your response to our prior comment number 1. While you have provided additional factors that contributed to the change in revenues, including citing that unit volume growth and inflationary increases have had an impact, you have only quantified $6 billion of an $11 billion dollar change. Please revise to quantify a material portion of the change in accounts.

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As you only partially addressed our comment, we are also reissuing a portion of our previous comment. Please quantify the effects of changes in both price and volume on revenues and expense categories, where appropriate. Please also consider using tables to list, quantify, and sum factors to which changes are attributed.

To the extent possible, the Company has quantified all material changes in revenue and expense categories, where appropriate. We have determined that the proposed revisions to our Management's Discussion and Analysis of Financial Condition and Results of Operations meet the criteria of Item 303 of Regulation S-K and FRR-7, Commission Guidance Regarding Management's Discussion and Analysis of Financial Condition and Results of Operations.

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Our Management Discussion and Analysis currently utilizes numerous tables to identify material revenue and expense categories, and the material changes in those categories have been quantified and discussed in the various paragraphs following those tables, where possible and appropriate.

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As an example, and for illustrative purposes, we have made further edits to the revenue paragraph relating to our Pharmaceutical Distribution Services segment on page 27 of our Annual Report, as underlined and set forth below:

The Pharmaceutical Distribution Services segment grew its revenue by $11.1 billion, or 6.9%, from the prior fiscal year, primarily due to the organic growth of some of its largest customers (sales to our largest customer, Walgreens, increased by $5.6 billion), continued strong increased specialty pharmaceutical product sales (which generally have higher selling prices), and overall market growth principally driven by unit volume growth and, to a lesser extent, inflationary increases in brand drugs. In addition, revenue increased $448.0 million in the current fiscal year due to the January 2018 consolidation of Profarma. Revenue also increased in fiscal 2019 as a result of and the January 2018 acquisition of H.D. Smith, which was fully integrated within Pharmaceutical Distribution Services in fiscal 2019.

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We note your response to our prior comments number 3 and 4 with regard to the Multidistrict Litigation (“MDL”). Although our prior comment 3 was written in reference to the MDL matter disclosed in your Form 10-K for the fiscal year ended September 30, 2019, our comment was intended to solicit a response as to the current state of the matter.

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On February 14, 2020, two days after the date of your response to us, The Wall Street Journal published an article titled, "21 States Reject $18 Billion Offer From Drug Wholesalers to Settle Opioid Litigation: Dissenting states want the wholesalers to contribute between $22 billion and $32 billion." The WSJ article references a letter from 21 state attorneys general rejecting a purported $18 billion offer from you and two other major drug wholesalers. The article also quotes a statement that you were "disappointed to hear that some states do not currently understand the merits of a global settlement framework that the distributors have been discussing with attorneys' general over the past many months." Please tell us whether you have made an offer to settle the MDL and, if so, the amount of the total offer, your share of the offer, and the date the offer was made. If you have not made an offer, please tell us whether there is an amount for which you would be willing to settle this matter. While we understand from your response that there has been significant uncertainty with regard to the ultimate outcome of this matter, we do not believe certainty of trial versus settlement or certainty of the amount of ultimate loss is required to recognize a liability of some amount if a loss is probable. Further, we believe disclosure of reasonably possible loss in excess of an amount recognized serves to inform readers as to the uncertainty of the ultimate loss amount. If you have made an offer or would be willing to settle the MDL, please tell us how you are considering this expressed willingness to settle the matter in determining an amount of probable loss to recognize in the reporting period of the offer. Please refer to ASC 450-20-55-36.

Introduction

As discussed in Note 131 to the Company's consolidated financial statements for the fiscal year ended September 30, 2019, filed in the Annual Report, and as set forth in the Company's February 12, 2020 response letter, a significant number of counties, municipalities, and other governmental entities in a majority of U.S.

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states and Puerto Rico, as well as several states and tribes, have filed thousands of lawsuits in numerous federal and state courts against pharmaceutical wholesale distributors (including the Company and its subsidiary AmerisourceBergen Drug Corporation), pharmaceutical manufacturers, retail pharmacy chains, medical practices, and physicians relating to the distribution of prescription opioid pain medications. Other lawsuits regarding the distribution of prescription opioid pain medications have been filed by other parties. While, at the time of the filing of the Annual Report on November 19, 2019, and the filing of the Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2019 (the "First Quarter 10-Q") on January 30, 2020, the Company had been, and is currently, engaged in discussions with the states and various plaintiff representatives regarding a potential settlement framework, it continues to litigate and prepare for trials.2 In particular, the Attorneys General for North Carolina, Pennsylvania, Tennessee and Texas (the "Negotiating AGs") [***]. Furthermore, these discussions have not included the many additional parties necessary to effectuate such a potential settlement

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ABC-1-16671_2 framework or, ultimately, to accept a global settlement. [***] While these discussions have been and from time to time continue to be characterized in press reports as an "offer" for settlement, [***].

As a result of the complexities related to the ongoing opioid litigation, the Company's determination of whether a loss was probable and reasonably estimable, reasonably possible or remote, and the related disclosures, was highly subjective and required significant judgment by management based upon an evaluation of all the facts and circumstances in connection with the preparation of its fiscal year 2019, as well as its first quarter of fiscal year 2020, financial statements.

Judgment Process

In forming its conclusion as to whether a loss for the opioid matters is probable, the Company undertook thorough procedures in preparing its September 30, 2019 consolidated financial statements, including the following:

–

[***] the Negotiating AGs issued a press release on October 21, 2019 announcing what the press release characterized as a settlement framework (the "Negotiating AGs' Framework"). [***] The Company considered this information in evaluating the recognition, measurement and disclosure criteria of ASC 450-20.

Read the statements and press releases by various plaintiffs as to whether the Negotiating AGs' Framework would be acceptable. [***] Furthermore, the States of Florida, New York, Ohio, Oklahoma, and West Virginia made statements subsequent to October 21, 2019 that did not support the Negotiating AGs' Framework. [***]

Continuously evaluated updates on the status of upcoming opioid trials. For example, the New York trial was initially scheduled to commence in March 2020, then was accelerated to a January 2020 trial date, then rescheduled to March 2020, but has since been postponed to a future date due to the impact of COVID-19. Separately, the Attorney General of the State of Tennessee decided to proceed with the filing of a complaint against the Company despite the ongoing discussions. [***]

[***]

Reviewed the historical accounting for litigation of similar size and complexity (as required by ASC 450 20 55 12(e)), [***].

After two months of additional discussions among the Company, certain of the other defendants, the Negotiating AGs, the PEC and other parties, the Company undertook a similar process in connection with the preparation of its December 31, 2019 interim financial statements. This included a thorough evaluation of the facts and circumstances at the time of the filing of the First Quarter 10-Q, [***].

Significant Management Judgments

Using this information, the Company made the following significant judgments in forming its conclusion under ASC 450-20 that a loss for the opioid matters was not probable as of September 30, 2019. The Company’s evaluation considered each of the factors outlined in ASC 450-20-55-12.

Following the announcement of the Negotiating AGs' Framework on October 21, 2019, [***].

___________________________

The Company has been disclosing claims related to the distribution of opioid medication, and information about the consolidation of certain of such claims for Multi-District Litigation proceedings, since the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2017.

This includes preparations for a trial in New York that, at the time of the filing of the Annual Report and First Quarter 10-Q, was scheduled to begin on March 20, 2020 and is now scheduled to commence in the coming months, as well as additional trials in other states scheduled to begin later in 2020.

The Company acknowledges that others have characterized the Negotiating AGs' Framework as resulting from offers made by defendants,including the Company. [***]

[***] CONFIDENTIAL TREATMENT REQUESTED BY AMERISOURCEBERGEN CORPORATION; A COMPLETE UNREDACTED LETTER HAS BEEN DELIVERED UNDER SEPARATE COVER TO THE COMMISSION.

ABC-1-16671_3

Settlement of the opioid claims pursuant to the Negotiating AGs' Framework, as it was contemplated at the time that the Company filed the Annual Report and the First Quarter 10-Q, was remote.

The immediate expressions of disagreement and objections with the terms included in the incomplete Negotiating AGs' Framework by States, cities and counties, as evidenced by statements made by the PEC and the Attorneys General for several states, as well as the actions of Tennessee described above, [***].

From the outset, the discussions about the Negotiating AGs' Framework have been complex and multi-faceted. [***]

[***] This view is also consistent with the Company’s preparation for trials in the three cases sent back to their home courts by the MDL judge, and several court orders setting trials for matters pending in Alaska, Arkansas, Delaware, Georgia, New Mexico, Nevada, Ohio, Rhode Island, Texas, and Washington.

The Company continued to pursue litigation at the time of the Annual Report and First Quarter 10-Q and concluded that a loss in such litigation was reasonably possible but not estimable.

[***] In addition, it believed at those times, and continues to believe, that it has significant valid defenses to the opioid-related lawsuits and is prepared to litigate those claims, including in the upcoming New York case.5 [***]

The opioid litigation is novel and dissimilar to other litigation to which the Company has been a party, and an estimate of a reasonably possible loss in such litigation is not possible.

The judgment to determine whether a loss is probable can be very difficult and complex, as it was in this case. The Company has never previously been party to litigation that is of similar complexity or magnitude as the opioid litigation. The discussions in connection with the Negotiating AGs' Framework have been complex and multi-faceted, with thousands of plaintiffs included in the federal multi-district litigation, and hundreds of additional cases pending in state courts. The litigants are a diverse group whose interests are not uniform and whose facts and circumstances differ widely as well. [***]

ASC 450-20 Conclusion

Disclosures Required by ASC 275 and ASC 450-20

While the Company concluded that the criteria for recognition of an accrual under ASC 450-20 as of September 30, 2019 and December 31, 2019 had not been met, the Company did determine that a loss in the opioid cases is reasonably possible, and therefore provided in-depth and fully-transparent disclosures as required by ASC 450-20-50-4 and 50-5. The Company has determined that it is unable to estimate a range of reasonably possible loss, since the ultimate outcomes from the upcoming trials are unknown. The Company arrived at this conclusion by considering: [***]

At the time of the filing of the Annual Report and the First Quarter 10-Q, the New York trial was scheduled to begin in March 2020 but has been postponed due to the impact of COVID-19. The current timing of the trial is uncertain.

[***] CONFIDENTIAL TREATMENT REQUESTED BY AMERISOURCEBERGEN CORPORATION; A COMPLETE UNREDACTED LETTER HAS BEEN DELIVERED UNDER SEPARATE COVER TO THE COMMISSION.

ABC-1-16671_4

Notwithstanding the Company's conclusion that it is unable to estimate a reasonable range of possible loss, the Company did consider the guidance in ASC 275, which also applies to reasonably possible loss contingencies. As a result, and in the interest of providing full transparency of the status of the discussions related to the opioid litigation, and the possibility that a change in the status of the litigation (e.g., matters related to the Negotiating AGs' Framework) may occur in the near term, the Company’s disclosure included the significant elements and uncertainties related to the Negotiating AGs' Framework to allow an investor to fully understand the potential impact of the opioid litigation and related developments on the Company's financial statements, as well as to inform readers of the financial statements of any potential loss amounts that may be recognized by the Company in the future.

As a result of the transparent disclosure, the Company believes financial statement users are appropriately informed of the litigation status and the related reasonably possible impacts to the Company’s financial statements, including those related to the Negotiating AGs’ Framework, consistent with the requirements of ASC 450 and ASC 275.

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We note your response to our previous comment number 5. Please revise to indicate the table provides the disaggregated revenue disclosure required by ASC 606.

In future filings and as illustrated below, the Company will revise the table to indicate that it provides the disaggregated revenue as required by ASC 606.

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

Fiscal Year Ended September 30,

(in thousands)

2019

2018

2017

Pharmaceutical Distribution Services

$

172,813,537

161,699,343

147,453,495

Other:

MWI Animal Health

3,975,232

3,789,759

3,636,305

Global Commercialization Services

2,893,109

2,542,971

2,111,558

Total

Rest of the answer

Other

6,868,341

6,332,730

5,747,863

Intersegment eliminations

(92,757

)

(92,438

(57,532

Revenue

179,589,121

167,939,635

153,143,826

[***] CONFIDENTIAL TREATMENT REQUESTED BY AMERISOURCEBERGEN CORPORATION; A COMPLETE UNREDACTED LETTER HAS BEEN DELIVERED UNDER SEPARATE COVER TO THE COMMISSION.

ABC-1-16671_5

* * *

We understand that the Company and its management are responsible for the accuracy and adequacy of our disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

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We note your response to our prior comment number 1. As you have not addressed our comment, we are reissuing our previous comment in its entirety. While you have provided additional factors that contributed to the change in revenues, including citing that unit volume growth and inflationary increases have had an impact, you have only quantified $6 billion of an $11 billion dollar change.

Rest of the question

Please revise to quantify a material portion of the change in accounts. Please quantify the effects of changes in both price and volume on revenues and expense categories, where appropriate. Please also consider using tables to list, quantify, and sum factors to which changes are attributed. Additionally, please tell us how much the increased specialty pharmaceutical product sales and the January 2018 acquisition of H.D. Smith contributed to increase in revenues respectively.

The Company acknowledges the Staff’s comment. Although we believe the analysis of revenue included in our previously filed annual and quarterly reports quantifies the significant changes in revenues that are material to provide users of those reports with a comprehensive understanding of the Company’s revenues (in accordance with Item 303 of Regulation S-K), in our future filings we will ensure that the discussion quantifies the effect of each significant factor identified as the cause of a material change to the revenue amounts presented in our financial statements.

To supplement the

Rest of the answer

existing tables in our Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A"), we will include an additional table in our forthcoming Form 10-K filing for the fiscal year ending September 30, 2020 (which has been provided below for illustrative purposes using the MD&A contained within our Form 10-

K for the fiscal year ended September 30, 2019) to explain material changes to the Pharmaceutical Distribution Services segment revenue.

The Pharmaceutical Distribution Services segment grew its revenue by 6.9%, or by $11.1 billion, primarily due to the organic growth of some of its largest customers, continued strong increased specialty pharmaceutical product sales (which generally have higher selling prices), the impact of business combinations, and overall market growth principally driven by unit volume growth and, to a lesser extent, inflationary increases in brand drugs.

More specifically, the increase in the Pharmaceutical Distribution Services segment revenue was largely attributable to the following (in billions):

Increased sales to WBA, our largest customer $5.6

Increased sales to specialty physician practices $3.0

Increased sales to other customers $1.7

Increased sales due to Profarma and H.D. Smith business combinations $0.8

* * *

We understand that the Company and its management are responsible for the accuracy and adequacy of our disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

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