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COR SEC Filings

Cencora, Inc. - 542 total filings

Showing 1–50 of 542 filings
8-K

Cencora, Inc. 8-K Report, Regulation FD Disclosure (Feb 18, 2026)

Feb 18, 2026

Cencora, Inc. (COR) has announced a significant strategic transaction involving its animal health business, MWI Animal Health. The company has entered into a definitive agreement to merge MWI with Covetrus, Inc. This transaction, which values MWI at an enterprise value of $3.5 billion, represents a pivotal step in reshaping Cencora's business focus and aims to unlock value for shareholders. The deal structure includes substantial upfront cash and equity in the combined entity, positioning Cencora for potential future upside while divesting a key segment. The merger is expected to provide Cencora with $1.25 billion in upfront cash and significant equity ownership (approximately 34.3%) in the indirect parent of Covetrus, CVET TopCo, LP, through preferred and common units valued at $2.25 billion. This cash infusion will likely bolster Cencora's financial flexibility, while the equity stake offers participation in the growth of the combined animal health business. The transaction is subject to customary closing conditions, including regulatory approvals, and is anticipated to be a key event for Cencora's strategic direction and financial profile.

8-K

Cencora, Inc. 8-K Report, Material Agreement (Feb 13, 2026)

Feb 13, 2026

Cencora, Inc. (COR) has filed an 8-K report detailing the successful closing of a $3.0 billion aggregate principal amount senior notes offering on February 13, 2026. This offering comprises multiple tranches with varying interest rates and maturity dates, ranging from 3.950% notes due 2029 to 5.650% notes due 2056. The proceeds from this significant debt issuance will be used for general corporate purposes, though specific use cases are not detailed in this filing. The issuance represents a substantial capital raise for Cencora, impacting its debt structure and financial leverage. Investors should note that these notes are unsecured and unsubordinated, ranking equally with existing unsecured and unsubordinated debt, but are structurally subordinated to all debt and liabilities of the company's subsidiaries. The indentures governing these notes include covenants related to liens, sale and leaseback transactions, and mergers, alongside standard events of default. This filing provides detailed information on the terms, interest rates, maturity dates, and redemption provisions for each series of notes.

8-K

Cencora, Inc. 8-K Report, Regulation FD Disclosure (Feb 11, 2026)

Feb 11, 2026

Cencora, Inc. (COR) has announced the pricing of a significant senior notes offering totaling $2.5 billion across multiple tranches with varying maturity dates and coupon rates. These notes include $500 million in 3.950% Senior Notes due 2029, $500 million in 4.250% Senior Notes due 2030, $500 million in 4.600% Senior Notes due 2033, $1 billion in 4.900% Senior Notes due 2036, and $500 million in 5.650% Senior Notes due 2056. The company expects to receive approximately $2.98 billion in net proceeds from this offering, after deducting underwriting discounts and expenses.

8-K

Cencora, Inc. 8-K Report, Corporate Update (Feb 10, 2026)

Feb 10, 2026

Cencora, Inc. (COR) has filed an 8-K to revise the presentation of its financial information within its previously filed 2025 Form 10-K. This revision is a result of a strategic review that led to a reorganization of its reporting structure, effective from the first quarter of fiscal year 2026. The company has moved to a new reporting structure consisting of three components: U.S. Healthcare Solutions, International Healthcare Solutions, and Other. The U.S. Healthcare Solutions segment now includes U.S. Human Health (excluding legacy U.S. Consulting Services), while International Healthcare Solutions encompasses Alliance Healthcare, Innomar, World Courier, and specific components of Pharmalex. The 'Other' category, not considered a reportable segment, includes businesses for which strategic alternatives are being explored, such as MWI Animal Health, Profarma, U.S. Consulting Services, and remaining Pharmalex components. This filing updates specific sections of the 2025 Form 10-K to reflect this new segment alignment, though it does not amend or restate the audited consolidated financial statements themselves.

8-K

Cencora, Inc. 8-K Report, Financial Results (Feb 4, 2026)

Feb 4, 2026

Cencora, Inc. (COR) has filed a Form 8-K to disclose significant events occurring around the end of January and early February 2026. The most impactful news for investors is the company's acquisition of a majority stake in OneOncology for approximately $4.6 billion in cash, funded by new debt. This strategic move is expected to integrate OneOncology's operations into Cencora's U.S. Healthcare Solutions segment, signaling an expansion in the oncology physician services platform. Additionally, the filing announces the release of Cencora's earnings for the fiscal quarter ended December 31, 2025, with details provided in an attached news release. Investors should pay close attention to the financial performance reported for this quarter and the strategic implications of the OneOncology acquisition, particularly its impact on the company's debt structure and future growth within the U.S. Healthcare Solutions segment.

10-Q

Cencora, Inc. Quarterly Report for Q1 Ended Dec 31, 2025

Feb 4, 2026

Cencora, Inc. reported solid financial results for the quarter ending December 31, 2025, demonstrating robust revenue growth driven by both its U.S. and International Healthcare Solutions segments. The company saw a significant increase in gross profit, largely attributed to the acquisition of RCA and favorable LIFO credit adjustments, while managing operating expenses effectively despite integration costs from recent acquisitions. Despite a notable increase in interest expense due to recent debt financings for acquisitions, Cencora maintained profitability, with net income attributable to Cencora, Inc. rising to $559.6 million. The company also provided strong forward-looking indications with the recent acquisition of OneOncology and an increased revolving credit facility, positioning it for continued growth and operational expansion. However, investors should remain aware of the ongoing opioid litigation accrual and other contingent liabilities, which represent a significant long-term financial commitment.

8-K

Cencora, Inc. 8-K Report, Executive Changes (Jan 22, 2026)

Jan 22, 2026

Cencora, Inc. (COR) has filed a Current Report (8-K) on January 22, 2026, to announce a significant change in its Board of Directors. The company appointed Ellen G. Cooper as a new director, effective January 20, 2026. This appointment expands the Board size from ten to eleven members, in accordance with the company's bylaws. Ms. Cooper will receive standard compensation for non-employee directors, including an annual equity award, which will be pro-rated for her tenure. The filing also clarifies that there are no undisclosed arrangements or conflicts of interest related to her appointment, and she has not yet been assigned to any board committees. This move is primarily administrative, related to board composition, and the company has also issued a press release to disclose this information.

8-K

Cencora, Inc. 8-K Report, Material Agreement (Jan 16, 2026)

Jan 16, 2026

Cencora, Inc. (COR) has filed an 8-K detailing significant financing activities to support its previously announced acquisition of the majority of the outstanding equity interests in OneOncology. The company has entered into a $1.5 billion Term Credit Agreement and a $3.0 billion 364-Day Term Credit Facility, totaling $4.5 billion in new debt. These facilities will fund a portion of the acquisition consideration, repay existing OneOncology debt, and cover related fees and expenses. The new debt structure replaces previously secured bridge financing commitments. This move underscores Cencora's commitment to completing the OneOncology acquisition, a strategic initiative that is expected to significantly impact the company's operations and market position.

8-K

Cencora, Inc. 8-K Report, Regulation FD Disclosure (Dec 15, 2025)

Dec 15, 2025

Cencora, Inc. (COR) has announced a significant strategic acquisition, agreeing to purchase the majority of the outstanding equity interests it doesn't currently own in OneOncology. This move is expected to cost approximately $3.6 billion for the equity, plus the retirement of $1.3 billion in existing corporate debt, totaling $5.0 billion in cash consideration. The acquisition aims to bolster Cencora's position in the oncology market by integrating OneOncology's physician-led national platform, which supports independent medical specialty practices. OneOncology's affiliated practices and management will retain a minority stake. The transaction is slated to be funded through new debt financing, with $4.5 billion in bridge financing commitments secured, and is contingent upon customary closing conditions, including regulatory approvals.

10-K

Cencora, Inc. Annual Report, Year Ended Sep 30, 2025

Nov 25, 2025

Cencora, Inc. (COR) reported strong revenue growth of 9.3% for fiscal year 2025, reaching $321.3 billion, driven by its U.S. Healthcare Solutions segment. This growth was significantly boosted by increased sales of specialty products and a substantial $7.7 billion in sales for GLP-1 class diabetes and weight loss medications. The company also saw a healthy increase in gross profit of 15.8%, primarily attributed to the U.S. segment's performance, including the recent acquisition of RCA, and higher gains from antitrust litigation settlements. Despite overall positive financial trends, Cencora recorded a significant goodwill impairment of $723.9 million related to its PharmaLex reporting unit, impacting operating expenses. The company's debt also increased significantly due to financing activities for the RCA acquisition, leading to a substantial rise in interest expenses. Looking ahead, Cencora continues to focus on optimizing its U.S. and international healthcare solutions, exploring strategic acquisitions, and managing its diversified business segments.

8-K

Cencora, Inc. 8-K Report, Financial Results (Nov 5, 2025)

Nov 5, 2025

Cencora, Inc. (COR) filed an 8-K on November 5, 2025, to announce its earnings for the fiscal quarter and year ended September 30, 2025. This filing also discloses a significant change in the company's reporting structure, effective from the first quarter of fiscal year 2026. The new structure will comprise three segments: U.S. Healthcare Solutions, International Healthcare Solutions, and Other. This reorganization aims to better align with Cencora's growth priorities and strategic drivers. Investors are provided with supplemental unaudited revised reportable segment information for fiscal years 2025 and 2024 under the new structure to facilitate analysis. The company also announced a conference call and webcast to discuss these results and related matters. The "Other" segment will house businesses for which strategic alternatives are being explored, including MWI Animal Health and U.S. Consulting Services, which could be of particular interest to investors monitoring divestiture or strategic partnership activities.

8-K

Cencora, Inc. 8-K Report, Material Agreement (Sep 9, 2025)

Sep 9, 2025

Cencora, Inc. (COR) has filed an 8-K report on September 9, 2025, detailing amendments to its credit facilities. The company entered into Amendment No. 2 to its Term Credit Agreement, which revises the maturity date of its senior unsecured term loan to October 1, 2027, from the previous January 2, 2028. Additionally, the interest rate structure for this term loan has been modified, with applicable margins now ranging from 62.5 to 125.0 basis points over the adjusted Term SOFR rate, dependent on Cencora's public debt ratings. These changes suggest a proactive approach to managing its debt obligations and capital structure in response to market conditions or internal strategic decisions. Furthermore, Cencora also amended its Uncommitted Money Market Line Credit Agreement. The key change here is an adjustment to the borrowing limits, allowing for up to $500 million between April 1 and December 1, and a higher limit of $750 million between December 1 and March 31 annually. This provides increased flexibility for short-term financing needs, particularly around peak seasonal business activities. Investors should note that both credit facilities remain subject to potential changes or termination by the involved banks or the company.

8-K

Cencora, Inc. 8-K Report, Corporate Update (Sep 3, 2025)

Sep 3, 2025

Cencora, Inc. (COR) has filed an 8-K report to disclose a significant development regarding a previously disclosed stockholder derivative action. The Company announced an agreement, subject to court approval, to resolve the lawsuit captioned Lebanon County Employees’ Retirement Fund v. Steven H. Collis et al. This action, filed in December 2021, alleged breach of fiduciary duty related to the oversight of the Company's controlled substance diversion control programs. Following a mediation process, the parties reached an agreement in principle to settle all claims. If approved by the Court, this settlement would involve insurance carriers paying Cencora $111.3 million, offset by any attorneys' fees and litigation expenses awarded to the Plaintiffs' counsel. Importantly, the settlement includes no admission of liability by Cencora or its officers and directors, who expressly deny any wrongdoing. This filing details the steps taken, including the establishment of a Special Litigation Committee and the subsequent court orders, leading to this proposed resolution.

8-K

Cencora, Inc. 8-K Report, Executive Changes (Aug 27, 2025)

Aug 27, 2025

Cencora, Inc. (COR) announced a significant leadership transition through an 8-K filing on August 27, 2025. The most impactful news for investors is the appointment of D. Mark Durcan as the new Chairman of the Board, effective October 1, 2025. Mr. Durcan, a current director since 2015 and the Lead Independent Director since March 2023, brings continuity and extensive experience to the role. This transition coincides with the planned retirement of Steven H. Collis as Executive Chairman and director at the end of the Company's fiscal year on September 30, 2025. Mr. Collis's departure was confirmed to be without any disagreement regarding the Company's operations or policies, signaling a smooth handover. The Board size will be reduced from 11 to 10 directors upon Mr. Collis's retirement.

8-K

Cencora, Inc. 8-K Report, Financial Results (Aug 6, 2025)

Aug 6, 2025

Cencora, Inc. (COR) has filed an 8-K on August 6, 2025, to report its financial results for the fiscal quarter ended June 30, 2025. The filing primarily references a press release (Exhibit 99.1) detailing these earnings and includes information about a conference call and webcast scheduled to discuss the results. Investors should refer to the press release for specific financial performance metrics, revenue, and profitability details for the quarter. The company is making this information available to facilitate a transparent discussion of its operational and financial condition.

10-Q

Cencora, Inc. Quarterly Report for Q3 Ended Jun 30, 2025

Aug 6, 2025

Cencora, Inc. (COR) reported strong revenue growth in its fiscal third quarter of 2025, with an 8.7% increase year-over-year, reaching $80.7 billion. This growth was driven by solid performance across both its U.S. and International Healthcare Solutions segments. Notably, the U.S. segment saw a significant contribution from increased sales of GLP-1 class drugs for diabetes and weight loss, which grew 18.6% in the quarter. Profitability also showed improvement, with gross profit rising 20.6% year-over-year, largely due to higher sales volumes and the positive impact of a LIFO credit this year compared to an expense last year. The acquisition of Retina Consultants of America (RCA) in January 2025 has begun to contribute positively to the U.S. segment's results. While operating expenses increased, primarily due to integration costs from RCA, overall segment operating income grew by 20.6%. The company also continues to manage its debt effectively, with significant credit facility capacity, and reiterated its commitment to shareholder returns through dividends and share repurchases.

8-K

Cencora, Inc. 8-K Report, Material Agreement (Jul 3, 2025)

Jul 3, 2025

Cencora, Inc. (COR) has filed a Form 8-K detailing an amendment to its securitization facility. Effective June 30, 2025, the company, through its subsidiaries, entered into a Twenty-Second Amendment to its Amended and Restated Receivables Purchase Agreement. This amendment is significant as it increases the overall capacity of the receivables securitization facility and enhances its flexibility, providing Cencora with greater access to liquidity for its ongoing business operations. Key changes include an increase in the facility size to $1.5 billion from $1.45 billion, and importantly, an expansion of the "Accordion Feature." This feature now allows Cencora to potentially increase commitments by an additional $500 million (up from $250 million) and makes this option available on a quarterly basis, subject to bank approval. The facility is crucial for funding operations by leveraging accounts receivables from pharmaceutical sales, with Cencora acting as a performance guarantor for its subsidiaries involved in the securitization process.

8-K

Cencora, Inc. 8-K Report, Material Agreement (Jun 6, 2025)

Jun 6, 2025

Cencora, Inc. (COR) has filed an 8-K report detailing significant amendments to its credit facilities. The company has amended and restated its senior unsecured multi-currency revolving credit facility, increasing the total commitments to $4.5 billion and extending the maturity date to June 4, 2030. Additionally, Cencora amended its senior unsecured term loan facility. These actions indicate a strategic move to bolster its financial flexibility and extend its access to capital. The amendments also include adjustments to covenants, interest rates, and fees, aligning with the company's current financial standing and market conditions. Furthermore, Cencora announced the termination of its 364-day senior unsecured revolving credit facility, which was set to expire in January 2026. This termination, coupled with the enhancement of the longer-term revolving credit facility, suggests a consolidation of Cencora's borrowing arrangements to favor more extended and substantial credit lines for its general corporate purposes. Investors should note the increased borrowing capacity and extended debt maturity as key indicators of the company's financial strategy and its ability to support future operations and growth.

8-K

Cencora, Inc. 8-K Report, Executive Changes (May 28, 2025)

May 28, 2025

Cencora, Inc. (COR) announced significant changes to its Board of Directors via an 8-K filing. Notably, the company appointed Lori J. Ryerkerk as a new director, effective June 1, 2025. Ms. Ryerkerk brings her experience to the board and will receive standard compensation for non-employee directors, prorated for her tenure. This appointment aims to strengthen the board's expertise and governance. Concurrently, Cencora accepted the resignation of Ornella Barra, effective May 27, 2025. Ms. Barra's departure is linked to Walgreens Boots Alliance, Inc. (WBA) anticipating its ownership stake falling below 5% due to forward transaction settlements. WBA has indicated it does not intend to replace Ms. Barra or designate another director once its ownership falls below the 5% threshold. These board adjustments reflect evolving stakeholder positions and Cencora's commitment to maintaining robust board composition.

8-K

Cencora, Inc. 8-K Report, Material Agreement (May 22, 2025)

May 22, 2025

Cencora, Inc. (COR) has filed an 8-K report detailing the completion of a significant debt offering, raising a total of €1 billion through the issuance of two series of senior notes. Specifically, the company sold €500,000,000 aggregate principal amount of 2.875% Senior Notes due May 22, 2028, and €500,000,000 aggregate principal amount of 3.625% Senior Notes due May 22, 2032. These notes are unsecured and unsubordinated, ranking equally with existing unsecured and unsubordinated debt but are structurally subordinated to subsidiary indebtedness. The proceeds from this offering will likely be used for general corporate purposes, though not explicitly stated in the filing. The inclusion of standard covenants related to liens, sale and leaseback transactions, and limitations on mergers and asset sales are typical for such debt issuances. Investors should note the redemption provisions, which allow Cencora to call the notes under specific conditions and prices, and the events of default that could trigger accelerated repayment.

8-K

Cencora, Inc. 8-K Report, Corporate Update (May 19, 2025)

May 19, 2025

Cencora, Inc. (COR) announced on May 19, 2025, that it has entered into an Underwriting Agreement to issue and sell €1 billion in aggregate principal amount of senior unsecured notes. This offering comprises €500 million of 2.875% Senior Notes due 2028 and €500 million of 3.625% Senior Notes due 2032. The company anticipates receiving net proceeds of approximately €994.0 million from this transaction, after accounting for underwriting discounts and offering expenses. The proceeds from this offering are earmarked for general corporate purposes. Pending their ultimate use, Cencora plans to invest these funds in high-quality, short-term debt securities. This move to secure additional long-term financing suggests a strategic approach to capital management and potentially funding ongoing or future business initiatives.

8-K

Cencora, Inc. 8-K Report, Financial Results (May 7, 2025)

May 7, 2025

Cencora, Inc. (COR) has filed an 8-K on May 7, 2025, to report on its financial results for the fiscal quarter ended March 31, 2025. The filing primarily incorporates by reference a news release detailing these earnings. Investors should note that the information provided is furnished and not deemed "filed" under the Securities Exchange Act, meaning it does not carry the same regulatory implications as a standard filing. While the 8-K itself does not contain detailed financial figures, it directs stakeholders to the attached news release (Exhibit 99.1) for the specific earnings data. Cencora also announced a conference call and webcast scheduled for May 7, 2025, at 8:30 a.m. ET, to discuss these quarterly results and other related matters. Access to the webcast and presentation slides is available on the company's investor relations website.

10-Q

Cencora, Inc. Quarterly Report for Q2 Ended Mar 31, 2025

May 7, 2025

Cencora, Inc. reported a strong first quarter for fiscal year 2025, demonstrating robust revenue growth driven by its U.S. Healthcare Solutions segment. Total revenue for the quarter increased by 10.3% year-over-year, reaching $75.5 billion, with the U.S. segment experiencing a significant 11.4% rise. This growth was bolstered by strong unit volume increases, notably a 36.1% surge in sales of GLP-1 class drugs for diabetes and weight loss, totaling $2.2 billion. Net income attributable to Cencora, Inc. rose to $717.9 million, a substantial increase from $420.8 million in the prior year's first quarter, translating to diluted earnings per share of $3.68. The company also benefited from a substantial gain related to antitrust litigation settlements, contributing significantly to the increase in gross profit. Despite increased operating expenses, largely due to the recent acquisition of Retina Consultants of America (RCA) and associated integration costs, the company managed to expand its operating income by 87.3% year-over-year to $1,036.2 million. Cencora also highlighted continued capital allocation through share repurchases and dividend payments.

8-K

Cencora, Inc. 8-K Report, Shareholder Vote Results (Mar 10, 2025)

Mar 10, 2025

Cencora, Inc. (COR) filed an 8-K on March 10, 2025, detailing the results of its 2025 Annual Meeting of Shareholders held on March 6, 2025. The filing confirms that all incumbent directors were re-elected, indicating continued shareholder confidence in the current board's leadership. Additionally, shareholders approved the company's executive compensation, often referred to as 'say-on-pay,' and ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2025. These outcomes suggest a stable governance environment for Cencora. The overwhelming support for director re-elections and the ratification of the accounting firm are positive signals for investors, reinforcing the company's established operational and oversight structures. The approval of executive compensation further aligns shareholder interests with management's performance, though the specifics of this compensation are detailed in the prior proxy statement.

8-K

Cencora, Inc. 8-K Report, Regulation FD Disclosure (Mar 10, 2025)

Mar 10, 2025

Cencora, Inc. (COR) has filed an 8-K to disclose an update to its fiscal year 2025 financial guidance, which will be presented at the Leerink Partners Global Healthcare Conference on March 10, 2025. The company has raised its adjusted diluted earnings per share (EPS) forecast for FY2025 to a range of $15.30 to $15.60, an increase from the prior guidance of $15.25 to $15.55. This upward revision is attributed to continued positive momentum in the Company's core U.S. Healthcare Solutions segment during the second quarter of fiscal 2025. Importantly, this updated guidance does not incorporate any changes or expectations related to the recently completed acquisition of Retina Consultants of America, suggesting that potential impacts from this acquisition have not yet been factored into the revised EPS outlook. Investors should note that the provided EPS is a non-GAAP measure, and the company details specific exclusions used in its calculation, such as gains from antitrust litigation, amortization of acquisition-related intangibles, and other one-time or non-recurring items. Cencora emphasizes that this non-GAAP measure is used by management for operational evaluation and performance assessment.

8-K

Cencora, Inc. 8-K Report, Material Agreement (Feb 10, 2025)

Feb 10, 2025

Cencora, Inc. (COR) has filed an 8-K detailing a significant share repurchase transaction executed on February 10, 2025. The company repurchased approximately $50 million worth of its common stock, totaling 204,491 shares, directly from Walgreens Boots Alliance Holdings LLC. This transaction was part of Cencora's ongoing share repurchase program and the acquired shares will be held in treasury. The repurchase occurred concurrently with Walgreens Boots Alliance Holdings LLC's settlement of certain variable prepaid forward sale contracts and a Rule 144 sale of 1,081,885 shares. Following these events, Walgreens Boots Alliance Holdings LLC now holds approximately 6.5% of Cencora's outstanding common stock. Investors should note that the remaining shares held by Walgreens are still pledged as security for other outstanding forward sale contracts.

10-Q

Cencora, Inc. Quarterly Report for Q1 Ended Dec 31, 2024

Feb 5, 2025

Cencora, Inc. reported strong revenue growth in the fourth quarter of fiscal year 2024, with a 12.8% increase year-over-year, driven primarily by its U.S. Healthcare Solutions segment. This growth was bolstered by significant sales of GLP-1 class products for diabetes and weight loss, as well as increased specialty product sales. Despite the revenue surge, net income attributable to Cencora, Inc. saw a decline to $488.6 million from $601.5 million in the prior year's comparable period, leading to a decrease in diluted earnings per share from $2.98 to $2.50. This profitability dip can be attributed to higher operating expenses, including increased litigation and opioid-related expenses, and a decrease in gains from antitrust litigation settlements. The company also completed a significant acquisition of Retina Consultants of America (RCA) for $4.4 billion in early January 2025, further impacting its financial position and future growth trajectory.

8-K

Cencora, Inc. 8-K Report, Financial Results (Feb 5, 2025)

Feb 5, 2025

Cencora, Inc. (COR) filed an 8-K on February 5, 2025, to announce its earnings for the fiscal quarter ended December 31, 2024. While the filing itself does not contain the detailed financial results, it serves as a notification of the earnings release and the associated conference call. Investors should refer to the attached news release (Exhibit 99.1) for the specific financial performance, operational highlights, and forward-looking statements for the quarter. The Company also indicated that a webcast and presentation slides will be available on their investor relations website, investor.cencora.com, coinciding with the conference call scheduled for 8:30 a.m. Eastern time on February 5, 2025. This 8-K filing is primarily informational, directing stakeholders to the comprehensive earnings release for the actual financial data and management's commentary. Investors are advised to review Exhibit 99.1 and the webcast materials for a full understanding of Cencora's recent performance and strategic outlook.

8-K

Cencora, Inc. 8-K Report, Executive Changes (Jan 22, 2025)

Jan 22, 2025

Cencora, Inc. (COR) announced that two long-serving members of its Board of Directors, Richard W. Gochnauer and Kathleen W. Hyle, have informed the company of their intent to retire at the upcoming Annual Meeting of Stockholders on March 6, 2025. Mr. Gochnauer, who joined the board in 2008, has been a member of the Audit Committee and the Compliance and Risk Committee. Ms. Hyle, a director since 2010, currently chairs the Compensation and Succession Planning Committee and is also a member of the Executive Committee and Finance Committee. This transition will result in a reduction of the Board size from 13 to 11 members, effective after the Annual Meeting. Both directors indicated their intent to continue serving until the meeting and confirmed there were no disagreements with the company regarding their decision to retire. Investors should note that these retirements do not appear to be performance-related, as no disagreements were cited.

8-K

Cencora, Inc. 8-K Report, Acquisition Completed (Jan 2, 2025)

Jan 2, 2025

Cencora, Inc. (COR) has announced the successful completion of its acquisition of Retina Consultants of America (RCA), a significant management services organization for retina specialists. This strategic move, finalized on January 2, 2025, marks a substantial investment for Cencora, with a cash outlay of $4.4 billion, subject to customary post-closing adjustments. The acquisition is expected to enhance Cencora's position in the healthcare services sector, particularly within specialized medical fields. Investors should note that Cencora acquired approximately 85% of RCA, with existing physicians and management retaining a minority stake. This structure suggests a collaborative approach to integrating RCA into Cencora's broader operations. The company has furnished a press release detailing this significant development, which is incorporated by reference in this filing. This acquisition represents a key strategic initiative and will likely be a focal point for future performance analysis.

8-K

Cencora, Inc. 8-K Report, Material Agreement (Dec 10, 2024)

Dec 10, 2024

Cencora, Inc. (COR) has filed an 8-K report detailing the successful closing of a significant debt offering, raising a total of $1.8 billion through the issuance of senior notes. This offering includes $500 million of 4.625% Senior Notes due 2027, $600 million of 4.850% Senior Notes due 2029, and $700 million of 5.150% Senior Notes due 2035. The proceeds from this offering are intended to refinance existing debt and support the company's strategic initiatives, notably the proposed acquisition of Retina Consultants of America. The company has also terminated its remaining $1.8 billion in bridge financing commitments, previously secured for this acquisition, indicating a shift in funding strategy. This move provides Cencora with more stable, long-term financing for its growth plans.

8-K

Cencora, Inc. 8-K Report, Regulation FD Disclosure (Dec 4, 2024)

Dec 4, 2024

Cencora, Inc. (COR) announced the pricing of a significant senior notes offering, raising approximately $1.79 billion in net proceeds. This offering includes $500 million in 4.625% Senior Notes due 2027, $600 million in 4.850% Senior Notes due 2029, and $700 million in 5.150% Senior Notes due 2035. The company plans to utilize these proceeds primarily to finance a portion of its previously disclosed acquisition of the majority of Retina Consultants of America, cover associated fees and expenses, and for general corporate purposes. The offering is structured to close on December 9, 2024, and is independent of the acquisition's completion.

8-K

Cencora, Inc. 8-K Report, Material Agreement (Nov 27, 2024)

Nov 27, 2024

Cencora, Inc. (COR) has filed an 8-K report detailing the execution of two significant credit facilities on November 26, 2024, which are crucial for financing its previously announced acquisition of Retina Consultants of America. The company entered into a $1.5 billion senior unsecured term loan facility, primarily to fund a portion of the acquisition's cash consideration and related expenses. This term loan matures three years from its draw date and bears interest based on Cencora's public debt ratings. In addition to the term loan, Cencora also secured a $1.0 billion senior unsecured revolving credit facility. This facility, available after the acquisition closes, matures 364 days after the closing date, with an option for extension. The proceeds from this revolving credit facility are designated for general corporate purposes. Both agreements include covenants substantially similar to Cencora's existing credit facilities, focusing on financial leverage ratios and other standard restrictions. The execution of the term loan has also reduced the company's previously arranged $3.3 billion in bridge financing commitments to $1.8 billion.

10-K

Cencora, Inc. Annual Report, Year Ended Sep 30, 2024

Nov 26, 2024

Cencora, Inc. (COR) reported a strong fiscal year 2024, with revenue increasing by 12.1% to $293.96 billion, driven primarily by growth in its U.S. Healthcare Solutions segment. This growth was fueled by increased unit volumes, notably in GLP-1 class drugs for diabetes and weight loss, specialty products, and COVID-19 therapies and vaccines. The company also experienced robust gross profit growth of 10.6%, benefiting from increased sales and a favorable shift from LIFO expense to a LIFO credit. However, operating expenses saw a significant increase of 16.9%, largely due to a $418 million goodwill impairment related to PharmaLex and increased litigation and opioid-related expenses. Despite these headwinds, total segment operating income grew by 10.9%, showcasing the underlying strength of its core businesses. A major development during the year was the agreement to acquire Retina Consultants of America (RCA) for approximately $4.6 billion, signaling a strategic move into new growth areas, funded by a combination of cash and debt. Cencora continues to prioritize shareholder returns, with a consistent increase in quarterly dividends and ongoing share repurchase programs. The company's financial health remains solid, supported by strong operating cash flows and access to credit facilities, although it faces ongoing industry challenges such as pricing pressures and regulatory complexities.

8-K

Cencora, Inc. 8-K Report, Regulation FD Disclosure (Nov 8, 2024)

Nov 8, 2024

Cencora, Inc. (COR) has announced a significant strategic move through a definitive agreement to acquire Retina Midco, Inc. ("Retina Consultants of America" or "RCA"), a leading management services organization for retina specialists. This acquisition, valued at approximately $4.6 billion on an enterprise value basis, is expected to be funded through a combination of existing cash and new debt financing, with the company securing $3.3 billion in bridge financing commitments. The transaction is structured with a cash outlay at closing of roughly $4.3 billion, after accounting for equity rollover by RCA's affiliated practices, physicians, and management, as well as planned cash capitalization by Cencora and transaction expenses. Cencora anticipates holding approximately 85% ownership of RCA post-closing, with an additional potential of up to $500 million in contingent consideration tied to future business performance. This acquisition represents a substantial investment and strategic expansion for Cencora into the high-growth area of specialized ophthalmology services. Investors should note the significant cash expenditure and increased leverage anticipated. The deal is subject to customary closing conditions, including regulatory approvals, and includes forward-looking statements that highlight potential risks and uncertainties, such as the ability to achieve expected benefits, synergies, and operational efficiencies, as well as potential business disruptions and challenges in retaining key personnel. Cencora encourages a review of its SEC filings for a comprehensive understanding of these risks.

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Cencora, Inc. 8-K Report, Financial Results (Nov 6, 2024)

Nov 6, 2024

Cencora, Inc. (COR) has filed an 8-K report on November 6, 2024, to announce its financial results for the fiscal quarter and year ended September 30, 2024. The report primarily incorporates by reference a news release detailing these results, which was issued concurrently. Investors should refer to this news release (Exhibit 99.1) for specific financial performance metrics, including revenue, profitability, and any forward-looking guidance. In addition to the earnings release, Cencora is hosting a conference call and webcast on November 6, 2024, at 8:30 a.m. Eastern time. This event provides an opportunity for management to discuss the results in more detail and address investor questions. Presentation slides for the call are accessible via the Company's investor relations website. Investors are encouraged to review both the news release and the webcast materials for a comprehensive understanding of the company's recent performance and outlook.

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Cencora, Inc. 8-K Report, Material Agreement (Oct 15, 2024)

Oct 15, 2024

Cencora, Inc. (COR) filed an 8-K on October 15, 2024, to report significant updates to its financing arrangements. The company has amended and restated its senior unsecured multi-currency revolving credit facility, extending the maturity date to October 9, 2029, and reducing associated facility fees. This amendment also transitions the Canadian Dollar reference rate from CDOR to CORRA, aligning with industry standards and potentially improving borrowing costs. Additionally, Cencora has amended its trade receivables securitization facility, extending its term to October 8, 2027. This facility provides a base limit of $1,450 million, with an option to increase by an additional $250 million for seasonal needs. These actions demonstrate Cencora's proactive management of its liquidity and funding structure, aimed at supporting ongoing operational needs and providing financial flexibility. Investors should note the extended credit and securitization terms, which offer greater certainty and potentially more favorable borrowing conditions.

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Cencora, Inc. 8-K Report, Regulation FD Disclosure (Sep 5, 2024)

Sep 5, 2024

Cencora, Inc. (COR) filed an 8-K on September 5, 2024, to update investors on recent business developments and performance expectations. The company has raised its full fiscal year 2024 adjusted diluted EPS guidance to a range of $13.60 to $13.70, reflecting strong ongoing results. This upward revision signals positive momentum for the current fiscal year. Looking ahead to fiscal year 2025, Cencora anticipates adjusted operating income and adjusted diluted EPS growth to be at the lower end of their long-term target ranges (5-8% and 8-12%, respectively). This is primarily attributed to headwinds from COVID-related products, including commercial vaccines and the phasing out of a prior exclusive COVID therapy contribution. Additionally, a potential June 2025 loss of an oncology customer due to an acquisition will moderately impact these expectations. On a positive note, the company has secured an important contract extension, extending its pharmaceutical supply agreement with Evernorth Health Services (formerly Express Scripts) by three years through September 2029.

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Cencora, Inc. 8-K Report, Material Agreement (Aug 16, 2024)

Aug 16, 2024

Cencora, Inc. (COR) filed an 8-K report on August 15, 2024, detailing several material definitive agreements and amendments. Notably, the company approved new indemnification agreements for its board members and executive officers, ensuring robust legal protection. Additionally, Cencora amended its Shareholders Agreement with Walgreens Boots Alliance, Inc. (WBA), increasing the maximum size of its Board of Directors. This amendment allows for a larger board, potentially accommodating more independent directors or strategic appointments, while still requiring WBA's consent for increases beyond a certain threshold. The report also announces the approval of new employment agreements for key Named Executive Officers (NEOs), James F. Cleary and Elizabeth S. Campbell. These agreements outline compensation structures, participation in incentive programs, and comprehensive severance benefits in cases of termination without cause or by the executive for good reason, including enhanced provisions upon a change in control. The company also updated its Amended and Restated Bylaws to clarify meeting procedures, director nominations, and board composition, aligning with recent corporate governance best practices and Delaware law.

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Cencora, Inc. 8-K Report, Executive Changes (Aug 15, 2024)

Aug 15, 2024

Cencora, Inc. (COR) announced in an 8-K filing dated August 15, 2024, that Frank Clyburn has been appointed to its Board of Directors, effective October 1, 2024. This appointment, along with a previously disclosed appointment of Robert P. Mauch, will increase the size of the Board from eleven to thirteen members. Mr. Clyburn will receive compensation consistent with other non-employee directors, pro-rated for his tenure until the 2025 Annual Meeting of Stockholders. Investors should note that this filing is primarily an informational update regarding board composition and does not contain significant financial performance data or strategic operational changes. The appointment of new directors is a standard governance update that aims to strengthen the board's expertise and oversight. There are no disclosed related-party transactions or specific arrangements with Mr. Clyburn that would require further disclosure.

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Cencora, Inc. 8-K Report, Material Agreement (Aug 5, 2024)

Aug 5, 2024

Cencora, Inc. (COR) has filed an 8-K report detailing a significant share repurchase transaction. On August 1, 2024, the company entered into a Share Repurchase Agreement to buy back 1,039,242 shares of its common stock directly from Walgreens Boots Alliance Holdings LLC for approximately $250 million. This transaction, which was completed on August 5, 2024, was conducted under the company's existing share repurchase program and the acquired shares will be held in treasury. This repurchase coincides with a separate sale of shares by the same selling stockholder, Walgreens Boots Alliance Holdings LLC, who sold 3,398,929 shares under Rule 144. Following these transactions, Walgreens Boots Alliance Holdings LLC now holds approximately 10.2% of Cencora's outstanding common stock. Investors should note that the company is actively managing its share count and capital allocation through these buyback programs, which can impact earnings per share and shareholder value.

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Cencora, Inc. 8-K Report, Financial Results (Jul 31, 2024)

Jul 31, 2024

Cencora, Inc. (COR) filed an 8-K on July 30, 2024, to report its financial results for the fiscal quarter ended June 30, 2024. The company issued a press release on July 31, 2024, detailing these results. This filing also announced an accompanying conference call and webcast scheduled for August 1, 2024, at 8:30 a.m. Eastern time, where management will discuss the quarterly performance and other relevant topics. Investors should note that the information furnished in this 8-K, including the attached news release, is not considered "filed" for regulatory purposes, meaning it doesn't carry the same legal liabilities as a formally filed document under Section 18 of the Exchange Act. However, it serves as the official communication channel for Cencora's quarterly financial performance disclosure. Additional details and presentation materials for the conference call are accessible via the company's investor relations website.

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Cencora, Inc. Quarterly Report for Q3 Ended Jun 30, 2024

Jul 31, 2024

Cencora, Inc. reported robust revenue growth for the nine months ended June 30, 2024, driven by a significant increase in its U.S. Healthcare Solutions segment. This growth was fueled by higher unit volumes, particularly in GLP-1 class drugs for diabetes and weight loss, alongside increased sales of specialty products and COVID-19 vaccines. While gross profit saw a healthy increase, profit margins in the U.S. segment slightly contracted due to a higher mix of lower-margin GLP-1 products, though this was partially offset by higher-margin COVID-19 vaccine sales. The company's operating expenses also increased, impacted by higher distribution, selling, and administrative costs, as well as litigation and opioid-related expenses. Despite these pressures, overall segment operating income showed positive growth, particularly in the U.S. segment. Cencora also highlighted strong cash flow from operations, which was bolstered by effective working capital management, particularly an extended accounts payable cycle. The company continued its share repurchase program and maintained its quarterly dividend. Key financial considerations for investors include the ongoing strength in revenue, the impact of the GLP-1 drug trend on margins, and the significant ongoing liability related to opioid litigation, which continues to be managed with substantial reserves. The company's liquidity remains strong with significant availability under its credit facilities.

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Cencora, Inc. 8-K/A Report, Cybersecurity Incident (Jul 31, 2024)

Jul 31, 2024

Cencora, Inc. (COR) filed an 8-K/A amendment on July 31, 2024, providing an update on a material cybersecurity incident first disclosed in February 2024. The investigation confirmed that additional data, including Personally Identifiable Information (PII) and Protected Health Information (PHI) from a subsidiary providing patient support services, was exfiltrated beyond initial estimates. The company has completed its review of most exfiltrated data, has issued required notifications to affected parties and regulatory agencies, and continues to review remaining data for further notification needs. Cencora has no evidence that the exfiltrated data has been or will be publicly disclosed. The company states that it believes the incident has been contained and is undertaking ongoing remediation efforts, including reinforcing systems and enhancing cybersecurity surveillance. Importantly, Cencora asserts that the incident has not had a material impact on its operations and does not believe it is reasonably likely to materially impact its financial condition or results of operations. Investors should monitor any further updates regarding notifications and the ongoing remediation process.

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Cencora, Inc. 8-K Report, Material Agreement (May 24, 2024)

May 24, 2024

Cencora, Inc. (COR) announced a significant share repurchase agreement with Walgreens Boots Alliance Holdings LLC, agreeing to buy back approximately 1.86 million shares of its common stock for around $400 million. This transaction, which closed on May 24, 2024, reduces Walgreens' stake to approximately 12% of Cencora's outstanding shares. Concurrently, Cencora raised its fiscal year 2024 adjusted diluted earnings per share guidance, signaling confidence in its ongoing performance and future prospects. This strategic move underscores Cencora's commitment to returning value to shareholders through share repurchases and reflects a positive outlook for the company's financial trajectory. Investors should monitor the impact of this buyback on future earnings per share and the ongoing relationship with Walgreens as a significant remaining shareholder.

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Cencora, Inc. 8-K Report, Executive Changes (May 3, 2024)

May 3, 2024

Cencora, Inc. (COR) has filed an 8-K report on May 3, 2024, to announce the upcoming retirement of Gina K. Clark, Executive Vice President and Chief Communications & Administrative Officer. Ms. Clark's retirement is effective September 30, 2024. This transition is not attributed to any disagreements with the Company's management or Board of Directors, indicating a planned and amicable departure.

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Cencora, Inc. 8-K Report, Financial Results (May 1, 2024)

May 1, 2024

Cencora, Inc. (COR) filed an 8-K on May 1, 2024, announcing its financial results for the fiscal quarter ended March 31, 2024. The filing primarily consists of a press release (Exhibit 99.1) detailing these results and information about an upcoming conference call and webcast. Investors should refer to the press release for specific financial figures and operational updates. The company has also provided a link to the conference call and presentation slides on its investor relations website, offering further insights into their performance and outlook for the quarter.

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Cencora, Inc. Quarterly Report for Q2 Ended Mar 31, 2024

May 1, 2024

Cencora, Inc. (COR) reported a significant increase in revenue for both the three and six months ended March 31, 2024, driven primarily by strong performance in its U.S. Healthcare Solutions segment. This growth was fueled by higher unit volumes, increased sales of specialty products, and contributions from GLP-1 class drugs and COVID-19 vaccines. Despite increased operating expenses, particularly related to litigation and opioid expenses, the company demonstrated improved gross profit and operating income across its segments. Financially, the company shows robust revenue growth and managed its expenses effectively, leading to increased operating income. However, investors should note the substantial accrued litigation liability related to opioid settlements, which stands at $5.1 billion. While the company has a strong liquidity position with substantial cash and cash equivalents and access to credit facilities, the ongoing opioid litigation and the recent cybersecurity event present notable risks and require continued monitoring. The company also continues its share repurchase program and dividend payments, indicating a commitment to returning value to shareholders.

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Cencora, Inc. 8-K Report, Material Agreement (Apr 23, 2024)

Apr 23, 2024

Cencora, Inc. (COR) has filed an 8-K report detailing amendments to its securitization facility. The most significant change is the extension of the facility's termination date from October 21, 2025, to October 21, 2026. This extension provides Cencora with continued access to a crucial liquidity and funding source for its ongoing business operations. The facility, which has a base limit of $1.45 billion and an option to increase by $250 million for seasonal needs, relies on accounts receivables from pharmaceutical sales and related services provided by its subsidiaries ABDC and ASD Specialty Healthcare, LLC. Additionally, the amendments introduce U.S. Bank National Association and Truist Bank as new committed purchasers while removing Mizuho Bank, Ltd. The report also notes technical changes to reflect the company's new name, Cencora, Inc. These updates to the securitization facility are important for investors as they ensure continued financial flexibility and operational support for Cencora's business.

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Cencora, Inc. 8-K Report, Bylaw Amendment (Mar 15, 2024)

Mar 15, 2024

Cencora, Inc. (COR) filed an 8-K on March 15, 2024, detailing the outcomes of its annual shareholder meeting held on March 11, 2024. The report primarily focuses on the results of various shareholder votes. Notably, all director nominees were overwhelmingly re-elected, indicating strong shareholder confidence in the current board's leadership. Shareholders also approved the advisory "say-on-pay" proposal, supporting the compensation of named executive officers, and ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2024, signifying continued trust in their financial oversight. Furthermore, the company successfully obtained shareholder approval for significant amendments to its Certificate of Incorporation. These include provisions for the exculpation of officers as permitted by Delaware law, a measure likely aimed at enhancing director and officer liability protections, and other miscellaneous amendments. The rejection of a shareholder proposal regarding director election voting standards, which was not properly presented for a vote, further underscores the alignment between management and the majority of shareholders on governance matters.