Cencora (COR) risk factors, FY2025 10-K

Cencora's FY2025 10-K, filed Nov 25, 2025, lists 32 risk factors in 3 groups. Against the prior year's 36: 2 new, 6 dropped, 22 substantially reworded.

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Risk factors listed
323 groups
New this year
2vs 36 last year
Dropped
6since the prior 10-K
Substantially reworded
22of those kept
Section length
14k wordsItem 1A

What the changes say

  • Cencora added specific regulatory risks regarding artificial intelligence and expanded its supply chain and macroeconomic disruption disclosures.

What changed since the prior 10-K

New

  • NewIndustry and Economic Risks

    The foregoing or other circumstances related to our collection, use, and transfer of proprietary business information or personal data could cause a loss of reputation in the market and/or adversely affect our business and financial position

    The EU Artificial Intelligence Act and new U.S. federal and state laws governing AI in healthcare may increase compliance costs and enforcement risks.

  • NewOther Risks

    We have been and may in the future be adversely impacted by events outside of our control

    Uncontrollable events like public health issues, natural disasters, political conflicts, and trade restrictions could disrupt operations and supply availability.

Dropped

  • DroppedBusiness and Operational Risks

    The closing of the variable prepaid forward transactions concerning our common stock by WBA could adversely affect prevailing market prices of our common stock

  • DroppedBusiness and Operational Risks

    not have a material impact on us, either individually or in the aggregate, similar incidents or events in the future may materially impact our business, reputation or financial results

  • DroppedIndustry and Economic Risks

    Our results of operations may suffer upon the bankruptcy, insolvency, or other credit failure of a significant supplier

    WBA variable prepaid forward transactions and common stock price impact.

  • DroppedIndustry and Economic Risks

    Additionally, in 2024, the FTC issued a request for information to industry stakeholders to review the cause of and potential solutions to drug shortages. Responses were received from many stakeholders but no further action has been taken

  • DroppedIndustry and Economic Risks

    our third-party business partners, such as identity verification and payment processing providers, also regularly have access to customer data. Additionally, we maintain other confidential, proprietary, or otherwise sensitive information relating to our business and from third parties

  • DroppedOther Risks

    We are adversely impacted by events outside of our control, such as widespread public health issues, natural disasters, government policy changes, and political events

Reworded

  • 96% rewrittenIndustry and Economic Risks

    Any actual or perceived failure to adequately protect proprietary business information or personal data could result in claims of liability against us, damage our reputation or otherwise materially harm our business

    Added AI-related laws, service providers, and personnel data to data protection and privacy compliance risks.

    Was: Our actual or perceived failure to adequately protect personal data could result in claims of liability against us, damage our reputation or otherwise materially harm our business

  • 78% rewrittenIndustry and Economic Risks

    Tax legislation or challenges to our tax positions could adversely affect our results of operations and financial position

    Added specific risks regarding increases to U.S. or foreign income tax rates, gross revenue taxes, and global income taxation changes.

  • 76% rewrittenIndustry and Economic Risks

    Increasing governmental efforts to regulate the pharmaceutical supply chain may increase our costs and reduce our profitability

    Added the Executive Branch, Department of Commerce, and HHS to the list of regulatory bodies overseeing the pharmaceutical supply chain.

  • 74% rewrittenOther Risks

    Any actual or perceived failure to protect our reputation could have a material adverse effect on our business and operations

    Expanded reputation risks to include audits, investigations, and adverse stakeholder actions resulting from compliance failures.

    Was: Our failure to protect our reputation could have a material adverse effect on our business and operations

  • 66% rewrittenBusiness and Operational Risks

    The loss or disruption of information systems could disrupt our operations and have a material adverse effect on our business

    Integrated AI and third-party cloud-based environments into information systems and updated acquisition references to RCA.

  • 62% rewrittenBusiness and Operational Risks

    Our results of operations and financial position may be adversely affected if we acquire or invest in businesses that do not perform as we expect or that are difficult for us to integrate

    Updated completed acquisition details to reflect the January 2, 2025 acquisition of RCA.

  • 61% rewrittenBusiness and Operational Risks

    We face geopolitical and other risks associated with our international operations, which could materially adversely impact our financial position, results of operations, and cash flows

    Updated international revenue contribution from approximately 10% in fiscal 2024 to approximately 9% in fiscal 2025.

  • 61% rewrittenBusiness and Operational Risks

    A disruption in our distribution or generic purchasing services arrangements with Walgreens or WBAD could adversely affect our business and financial results

    Added risks regarding operational disruptions at Walgreens, Boots, or WBAD impacting Cencora's sales and profitability.

    Was: A disruption in our distribution or generic purchasing services arrangements with WBA or WBAD could adversely affect our business and financial results

  • 56% rewrittenIndustry and Economic Risks

    Legal, regulatory, and legislative changes with respect to coverage, reimbursement, pricing, and contracting may adversely affect our business and results of operations, including through declining reimbursement rates

    Was: Legal, regulatory, and legislative changes with respect to reimbursement, pricing, and contracting may adversely affect our business and results of operations, including through declining reimbursement rates

  • 54% rewrittenBusiness and Operational Risks

    Our business and results of operations may be adversely affected if we fail to manage and complete divestitures

  • 54% rewrittenIndustry and Economic Risks

    Our revenue and results of operations may suffer upon the bankruptcy, insolvency, or other credit failure of a significant customer or supplier

    Was: Our revenue and results of operations may suffer upon the bankruptcy, insolvency, or other credit failure of a significant customer

  • 54% rewrittenBusiness and Operational Risks

    The anticipated ongoing benefits of our relationship with Walgreens and Boots may not be realized

    Was: The anticipated ongoing strategic and financial benefits of our relationship with WBA may not be realized

  • 50% rewrittenIndustry and Economic Risks

    Our results of operations could be adversely impacted by manufacturer pricing changes

  • 45% rewrittenIndustry and Economic Risks

    Violations of anti-bribery, anti-corruption, and/or international trade laws that we are subject to could have a material adverse effect on our business, financial position, and results of operations

  • 40% rewrittenOther Risks

    Our third-party business partners are vulnerable to cybersecurity risks, and any cyber incident affecting our third-party business partners could significantly disrupt our operations

  • 37% rewrittenIndustry and Economic Risks

    Opioid-related legal proceedings and the Distributor Settlement Agreement that we have entered into could adversely impact our cash flows or results of operations

  • 34% rewrittenIndustry and Economic Risks

    Competition and industry consolidation may erode our profit

  • 30% rewrittenOther Risks

    Exclusive forum provisions in our amended and restated bylaws (“Bylaws”) could limit our stockholders’ ability to choose their preferred judicial forum for disputes with us or our directors, officers, or employees

  • 28% rewrittenBusiness and Operational Risks

    Our revenue, financial position, results of operations, and cash flows may suffer upon the loss, or renewal at less favorable terms, of a key customer or group purchasing organization

  • 28% rewrittenBusiness and Operational Risks

    We are subject to operational and logistical risks that might not be covered by insurance

  • 26% rewrittenIndustry and Economic Risks

    Our business, results of operations, and cash flows could be adversely affected by legal proceedings

  • 24% rewrittenIndustry and Economic Risks

    If we fail to comply with laws and regulations in respect of healthcare fraud and abuse, we could suffer penalties or be required to make significant changes to our operations

All 32 risk factors

Headings as the filing states them, in filing order.

Business and Operational Risks

  1. 01Our revenue, financial position, results of operations, and cash flows may suffer upon the loss, or renewal at less favorable terms, of a key customer or group purchasing organization28% rewritten
  2. 02The anticipated ongoing benefits of our relationship with Walgreens and Boots may not be realized54% rewritten
  3. 03A disruption in our distribution or generic purchasing services arrangements with Walgreens or WBAD could adversely affect our business and financial results61% rewritten
  4. 04Our results of operations and financial position may be adversely affected if we acquire or invest in businesses that do not perform as we expect or that are difficult for us to integrate62% rewritten
  5. 05Our business and results of operations may be adversely affected if we fail to manage and complete divestitures54% rewritten
  6. 06We face geopolitical and other risks associated with our international operations, which could materially adversely impact our financial position, results of operations, and cash flows61% rewritten
  7. 07We might be adversely impacted by fluctuations in foreign currency exchange rates
  8. 08We are subject to operational and logistical risks that might not be covered by insurance28% rewritten
  9. 09We are subject to industry risks that might not be covered by insurance nor indemnification obligations of our contracted parties
  10. 10We might be unable to successfully recruit and retain qualified employees
  11. 11The loss or disruption of information systems could disrupt our operations and have a material adverse effect on our business66% rewritten

Industry and Economic Risks

  1. 12Our results of operations could be adversely impacted by manufacturer pricing changes50% rewritten
  2. 13Competition and industry consolidation may erode our profit34% rewritten
  3. 14Our revenue and results of operations may suffer upon the bankruptcy, insolvency, or other credit failure of a significant customer or supplier54% rewritten
  4. 15Our stock price and our ability to access credit markets may be adversely affected by financial market volatility and disruption or a downgrade in our credit ratings
  5. 16Declining economic conditions could adversely affect our results of operations and financial position
  6. 17Increasing governmental efforts to regulate the pharmaceutical supply chain may increase our costs and reduce our profitability76% rewritten
  7. 18Legal, regulatory, and legislative changes with respect to coverage, reimbursement, pricing, and contracting may adversely affect our business and results of operations, including through declining reimbursement rates56% rewritten
  8. 19If we fail to comply with laws and regulations in respect of healthcare fraud and abuse, we could suffer penalties or be required to make significant changes to our operations24% rewritten
  9. 20Our business, results of operations, and cash flows could be adversely affected by legal proceedings26% rewritten
  10. 21Opioid-related legal proceedings and the Distributor Settlement Agreement that we have entered into could adversely impact our cash flows or results of operations37% rewritten
  11. 22Public concern over the abuse of medications could negatively affect our business
  12. 23Tax legislation or challenges to our tax positions could adversely affect our results of operations and financial position78% rewritten
  13. 24Violations of anti-bribery, anti-corruption, and/or international trade laws that we are subject to could have a material adverse effect on our business, financial position, and results of operations45% rewritten
  14. 25Any actual or perceived failure to adequately protect proprietary business information or personal data could result in claims of liability against us, damage our reputation or otherwise materially harm our business96% rewritten
  15. 26The foregoing or other circumstances related to our collection, use, and transfer of proprietary business information or personal data could cause a loss of reputation in the market and/or adversely affect our business and financial positionNew

Other Risks

  1. 27Our third-party business partners are vulnerable to cybersecurity risks, and any cyber incident affecting our third-party business partners could significantly disrupt our operations40% rewritten
  2. 28Any actual or perceived failure to protect our reputation could have a material adverse effect on our business and operations74% rewritten
  3. 29Our intellectual property rights may not provide meaningful commercial protection
  4. 30We have been and may in the future be adversely impacted by events outside of our controlNew
  5. 31Our goodwill or long-lived assets may become impaired, which may require us to record a significant charge to earnings in accordance with generally accepted accounting principles
  6. 32Exclusive forum provisions in our amended and restated bylaws (“Bylaws”) could limit our stockholders’ ability to choose their preferred judicial forum for disputes with us or our directors, officers, or employees30% rewritten

Other Cencora 10-Ks

  • FY2024 10-K risk factors
    36 risks

    Concentrated customer base creates high revenue dependence on WBA and Evernorth. Extensive opioid and healthcare fraud legal proceedings threaten cash flows. Global distribution network exposes operations to foreign exchange and geopolitical risks.

    Filed Nov 26, 2024

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.