10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED December 31, 2010

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM                      TO                     

Commission file number 1-16671

AMERISOURCEBERGEN CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	23-3079390
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
1300 Morris Drive, Chesterbrook, PA	19087-5594
(Address of principal executive offices)	(Zip Code)

(610) 727-7000
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).

Large accelerated filer þ Accelerated filer o Non-accelerated filer o Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

The number of shares of common stock of AmerisourceBergen Corporation outstanding as of January 31, 2011 was 274,094,567.

AMERISOURCEBERGEN CORPORATION

TABLE OF CONTENTS

	Page No.
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets, December 31, 2010 and September 30, 2010		2
Consolidated Statements of Operations for the three months ended December 31, 2010 and 2009		3
Consolidated Statements of Cash Flows for the three months ended December 31, 2010 and 2009		4
Notes to Consolidated Financial Statements		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
Item 3. Quantitative and Qualitative Disclosures About Market Risk		27
Item 4. Controls and Procedures		27
Part II. OTHER INFORMATION
Item 1. Legal Proceedings		28
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		28
Item 6. Exhibits		29
SIGNATURES		30
Exhibit 10.2
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

1

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements (Unaudited)

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	December 31,			September 30,
(in thousands, except share and per share data)	2010			2010
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,400,895		$	1,658,182
Accounts receivable, less allowances for returns and doubtful accounts: $371,563 at December 31, 2010 and $366,477 at September 30, 2010		3,551,315			3,827,484
Merchandise inventories		5,440,751			5,210,098
Prepaid expenses and other		35,212			52,586
Total current assets		10,428,173			10,748,350
Property and equipment, at cost:
Land		36,164			36,407
Buildings and improvements		308,692			307,448
Machinery, equipment and other		889,658			841,586
Total property and equipment		1,234,514			1,185,441
Less accumulated depreciation		(497,702	)		(473,729	)
Property and equipment, net		736,812			711,712
Goodwill and other intangible assets		2,845,423			2,845,343
Other assets		121,911			129,438
TOTAL ASSETS	$	14,132,319		$	14,434,843
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	8,467,004		$	8,833,285
Accrued expenses and other		338,461			369,016
Current portion of long-term debt		115,379			422
Deferred income taxes		720,061			703,621
Total current liabilities		9,640,905			9,906,344
Long-term debt, net of current portion		1,287,410			1,343,158
Other liabilities		241,998			231,044
Stockholders’ equity:
Common stock, $0.01 par value — authorized: 600,000,000 shares; issued and outstanding: 491,970,200 shares and 273,702,931 shares at December 31, 2010, respectively, and 489,831,248 shares and 277,521,183 shares at September 30, 2010, respectively		4,920			4,898
Additional paid-in capital		3,953,121			3,899,381
Retained earnings		3,598,651			3,465,886
Accumulated other comprehensive loss		(35,834	)		(42,536	)
		7,520,858			7,327,629
Treasury stock, at cost: 218,267,269 shares at December 31, 2010 and 212,310,065 shares at September 30, 2010		(4,558,852	)		(4,373,332	)
Total stockholders’ equity		2,962,006			2,954,297
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	14,132,319		$	14,434,843

See notes to consolidated financial statements.

2

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	Three months ended
	December 31,
(in thousands, except per share data)	2010			2009
Revenue	$	19,888,609		$	19,335,859
Cost of goods sold		19,308,377			18,772,489
Gross profit		580,232			563,370
Operating expenses:
Distribution, selling, and administrative		278,033			280,239
Depreciation		21,304			16,658
Amortization		4,129			4,139
Facility consolidations, employee severance and other		—			(48	)
Operating income		276,766			262,382
Other (income) loss		(1,667	)		277
Interest expense, net		19,144			17,267
Income before income taxes		259,289			244,838
Income taxes		98,789			93,531
Net income	$	160,500		$	151,307
Earnings per share:
Basic	$	0.58		$	0.53
Diluted	$	0.57		$	0.52
Weighted average common shares outstanding:
Basic		275,605			286,955
Diluted		280,693			291,287
Cash dividends declared per share of common stock	$	0.10		$	0.08

See notes to consolidated financial statements.

3

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	Three months ended December 31,
(in thousands)	2010			2009
OPERATING ACTIVITIES
Net income	$	160,500		$	151,307
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation, including amounts charged to cost of goods sold		24,517			19,820
Amortization, including amounts charged to interest expense		5,342			5,384
Provision for doubtful accounts		4,963			9,387
Provision for deferred income taxes		20,296			17,511
Share-based compensation		6,780			7,176
Other		(887	)		2,630
Changes in operating assets and liabilities:
Accounts receivable		275,792			371,936
Merchandise inventories		(227,739	)		(391,153	)
Prepaid expenses and other assets		24,956			22,499
Accounts payable, accrued expenses, and income taxes		(399,651	)		(254,538	)
Other liabilities		5,931			(3,648	)
NET CASH USED IN OPERATING ACTIVITIES		(99,200	)		(41,689	)
INVESTING ACTIVITIES
Capital expenditures		(50,091	)		(42,574	)
Other		—			127
NET CASH USED IN INVESTING ACTIVITIES		(50,091	)		(42,447	)
FINANCING ACTIVITIES
Long-term debt borrowings		—			396,696
Borrowings under revolving and securitization credit facilities		343,413			290,074
Repayments under revolving and securitization credit facilities		(285,012	)		(491,704	)
Purchases of common stock		(185,362	)		(144,626	)
Exercises of stock options, including excess tax benefits of $10,508 and $5,050 in fiscal 2011 and 2010, respectively		46,982			30,416
Cash dividends on common stock		(27,735	)		(23,149	)
Debt issuance costs and other		(282	)		(3,372	)
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES		(107,996	)		54,335
DECREASE IN CASH AND CASH EQUIVALENTS		(257,287	)		(29,801	)
Cash and cash equivalents at beginning of period		1,658,182			1,009,368
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	1,400,895		$	979,567

See notes to consolidated financial statements.

4

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note 1. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements present the consolidated financial position, results of operations and cash flows of AmerisourceBergen Corporation and its wholly owned subsidiaries (the “Company”) as of the dates and for the periods indicated. All intercompany accounts and transactions have been eliminated in consolidation.

The accompanying unaudited consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information, the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments (consisting only of normal recurring accruals, except as otherwise disclosed herein) considered necessary to present fairly the financial position as of December 31, 2010 and the results of operations and cash flows for the interim periods ended December 31, 2010 and 2009 have been included. Certain information and footnote disclosures normally included in financial statements presented in accordance with U.S. GAAP, but which are not required for interim reporting purposes, have been omitted. The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2010.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual amounts could differ from these estimated amounts.

The Company has four operating segments, which include the operations of AmerisourceBergen Drug Corporation (“ABDC”), AmerisourceBergen Specialty Group (“ABSG”), AmerisourceBergen Consulting Services (“ABCS”), and AmerisourceBergen Packaging Group (“ABPG”). The Company has aggregated the operating results of all of its operating segments into one reportable segment, Pharmaceutical Distribution, which represents the consolidated operating results of the Company. The businesses of the Pharmaceutical Distribution operating segments are similar in that they service both healthcare providers and pharmaceutical manufacturers in the pharmaceutical supply channel.

Certain reclassifications have been made to prior year amounts in order to conform to the current year presentation.

5

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note 2. Income Taxes

The Company files income tax returns in U.S. federal and state jurisdictions as well as various foreign jurisdictions. In fiscal 2010, the U.S. Internal Revenue Service (“IRS”) completed its examination of the Company’s U.S. federal income tax returns for fiscal 2006, 2007 and 2008. No significant adjustments were made resulting from the IRS examination. In Canada, the Company is currently under examination for fiscal years 2007 and 2008.

As of December 31, 2010, the Company had unrecognized tax benefits, defined as the aggregate tax effect of differences between tax return positions and the benefits recognized in the Company’s financial statements, of $49.4 million ($33.7 million net of federal benefit, which, if recognized, would reduce income tax expense). Included in this amount is $12.7 million of interest and penalties, which the Company records in income tax expense. During the three months ended December 31, 2010, unrecognized tax benefits decreased by $6.5 million. During the next 12 months, it is reasonably possible that audit resolutions and the expiration of statutes of limitations could result in a reduction of unrecognized tax benefits by approximately $8.4 million.

Note 3. Goodwill and Other Intangible Assets

Following is a summary of the changes in the carrying value of goodwill for the three months ended December 31, 2010 (in thousands):

Goodwill at September 30, 2010	$	2,544,367
Foreign currency translation		2,470
Goodwill at December 31, 2010	$	2,546,837

Following is a summary of other intangible assets (in thousands):

	December 31, 2010							September 30, 2010
	Gross					Net		Gross					Net
	Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
	Amount		Amortization			Amount		Amount		Amortization			Amount
Indefinite-lived intangibles-trade names	$	238,389	$	—		$	238,389	$	238,355	$	—		$	238,355
Finite-lived intangibles:
Customer relationships		122,414		(72,526	)		49,888		121,940		(69,207	)		52,733
Other		37,796		(27,487	)		10,309		36,330		(26,442	)		9,888
Total other intangible assets	$	398,599	$	(100,013	)	$	298,586	$	396,625	$	(95,649	)	$	300,976

Amortization expense for other intangible assets was $4.1 million in the three months ended December 31, 2010 and 2009. Amortization expense for other intangible assets is estimated to be $16.0 million in fiscal 2011, $14.1 million in fiscal 2012, $12.0 million in fiscal 2013, $8.4 million in fiscal 2014, $3.8 million in fiscal 2015, and $10.0 million thereafter.

6

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note 4. Debt

Debt consisted of the following (in thousands):

	December 31,		September 30,
	2010		2010
Blanco revolving credit facility at 2.26% due 2011	$	55,000	$	55,000
Receivables securitization facility due 2011		—		—
Multi-currency revolving credit facility at 3.00% due 2011		60,032		907
$392,326, 5 5/8% senior notes due 2012		391,760		391,682
$500,000, 5 7/8% senior notes due 2015		498,631		498,568
$400,000, 4 7/8% senior notes due 2019		396,981		396,915
Other		385		508
Total debt		1,402,789		1,343,580
Less current portion		115,379		422
Total, net of current portion	$	1,287,410	$	1,343,158

The Company has a $695 million multi-currency senior unsecured revolving credit facility, which expires in November 2011, (the “Multi-Currency Revolving Credit Facility”) with a syndicate of lenders. Amounts outstanding under the Multi-Currency Revolving Credit Facility are classified in the current portion of long-term debt on the consolidated balance sheet at December 31, 2010 as the Company seeks to renew this facility in fiscal 2011 at available market rates. Interest on borrowings under the Multi-Currency Revolving Credit Facility accrues at specified rates based on the Company’s debt rating and ranges from 19 basis points to 60 basis points over LIBOR/EURIBOR/Bankers Acceptance Stamping Fee, as applicable (32 basis points over LIBOR/EURIBOR/Bankers Acceptance Stamping Fee at December 31, 2010). Additionally, interest on borrowings denominated in Canadian dollars may accrue at the greater of the Canadian prime rate or the CDOR rate. The Company pays quarterly facility fees to maintain the availability under the Multi-Currency Revolving Credit Facility at specified rates based on the Company’s debt rating, ranging from 6 basis points to 15 basis points of the total commitment (8 basis points at December 31, 2010). The Company may choose to repay or reduce its commitments under the Multi-Currency Revolving Credit Facility at any time. The Multi-Currency Revolving Credit Facility contains covenants, including compliance with a financial leverage ratio test, as well as others that impose limitations on, among other things, indebtedness of excluded subsidiaries and asset sales.

The Company has a $700 million receivables securitization facility (“Receivables Securitization Facility”), which expires in April 2011 and which it intends to renew at available market rates. The Company has available to it an accordion feature whereby the commitment on the Receivables Securitization Facility may be increased by up to $250 million, subject to lender approval, for seasonal needs during the December and March quarters. Interest rates are based on prevailing market rates for short-term commercial paper or LIBOR plus a program fee of 125 basis points. The Company pays a commitment fee of 60 basis points to maintain the availability under the Receivables Securitization Facility. At December 31, 2010, there were no borrowings outstanding under the Receivables Securitization Facility. The Receivables Securitization Facility contains similar covenants to the Multi-Currency Revolving Credit Facility.

The Blanco revolving credit facility (the “Blanco Credit Facility”), which the Company intends to refinance, expires in April 2011. Borrowings under the Blanco Credit Facility are guaranteed by the Company. Interest on borrowings under the Blanco Credit Facility accrues at specific rates based on the Company’s debt rating (200 basis points over LIBOR at December 31, 2010).

7

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note 5. Stockholders’ Equity and Earnings per Share

The following table illustrates comprehensive income for the three months ended December 31, 2010 and 2009 (in thousands):

	2010		2009
Net income	$	160,500	$	151,307
Foreign currency translation adjustments and other		6,702		3,278
Comprehensive income	$	167,202	$	154,585

In November 2009, the Company’s board of directors increased the quarterly dividend by 33% from $0.06 per share to $0.08 per share. In November 2010, the Company’s board of directors authorized another increase in the quarterly dividend by 25% to $0.10 per share.

In November 2009, the Company’s board of directors authorized a program allowing the Company to purchase up to $500 million of its outstanding shares of common stock, subject to market conditions. During the fiscal year ended September 30, 2010, the Company purchased 14.4 million shares under this program for a total of $401.9 million. During the three months ended December 31, 2010, the Company purchased 3.2 million shares for $98.1 million to complete its authorization under this program.

In September 2010, the Company’s board of directors authorized a new program allowing the Company to purchase up to $500 million of its outstanding shares of common stock, subject to market conditions. During the three months ended December 31, 2010, the Company purchased 2.8 million shares for $87.1 million under the new program.

Basic earnings per share is computed on the basis of the weighted average number of shares of common stock outstanding during the periods presented. Diluted earnings per share is computed on the basis of the weighted average number of shares of common stock outstanding during the periods presented plus the dilutive effect of stock options, restricted stock, and restricted stock units.

	Three months ended
	December 31,
(in thousands)	2010		2009
Weighted average common shares outstanding — basic		275,605		286,955
Effect of dilutive securities: stock options, restricted stock, and restricted stock units		5,088		4,332
Weighted average common shares outstanding — diluted		280,693		291,287

The potentially dilutive stock options that were antidilutive for the three months ended December 31, 2010 and 2009 were 3.5 million and 3.3 million, respectively.

8

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note 6. Legal Matters and Contingencies

In the ordinary course of its business, the Company becomes involved in lawsuits, administrative proceedings, government subpoenas, and government investigations, including antitrust, commercial, environmental, product liability, intellectual property, regulatory, employment discrimination, and other matters. Significant damages or penalties may be sought from the Company in some matters, and some matters may require years for the Company to resolve. The Company establishes reserves based on its periodic assessment of estimates of probable losses; however, there can be no assurance that an adverse resolution of one or more matters during any subsequent reporting period will not have a material adverse effect on the Company’s results of operations for that period or on the Company’s financial condition.

Ontario Ministry of Health and Long-Term Care Civil Rebate Payment Order and Civil Complaint

On April 27, 2009, the Ontario Ministry of Health and Long-Term Care (“OMH”) notified the Company’s Canadian subsidiary, AmerisourceBergen Canada Corporation (“ABCC”), that it had entered a Rebate Payment Order requiring ABCC to pay C$5.8 million to the Ontario Ministry of Finance. OMH maintains that it has reasonable grounds to believe that ABCC accepted rebates, directly or indirectly, in violation of the Ontario Drug Interchangeability and Dispensing Fee Act. OMH at the same time announced similar rebate payment orders against other wholesalers, generic manufacturers, pharmacies, and individuals. ABCC was cooperating fully with OMH prior to the entry of the Order by responding fully to requests for information and/or documents and will continue to cooperate. ABCC filed an appeal of the Order pursuant to OMH procedures in May 2009. In addition, on the same day that the Order was issued, OMH notified ABCC that it had filed a civil complaint with Health Canada (department of the Canadian government responsible for national public health) against ABCC for potential violations of the Canadian Food and Drug Act. Health Canada subsequently conducted an audit of ABCC, and ABCC has cooperated fully with Health Canada in the conduct of the audit. The Company has met several times with representatives of OMH to present its position on the Rebate Payment Order. Although the Company believes that ABCC has not violated the relevant statutes and regulations and has conducted its business consistent with widespread industry practices, the Company cannot predict the outcome of these matters.

Qui Tam Matter

On October 30, 2009, 14 states (including New York and Florida) and the District of Columbia filed a complaint (the “Intervention Complaint”) in the United States District Court for the District of Massachusetts (the “Federal District Court”) naming Amgen Inc. as well as two business units of AmerisourceBergen Specialty Group, AmerisourceBergen Specialty Group, and AmerisourceBergen Corporation as defendants. The Intervention Complaint was filed to intervene in a pending civil case against the defendants filed under the qui tam provisions of the federal and various state civil False Claims Acts (the “Original Qui Tam Complaint”). The qui tam provisions permit a private person, known as a “relator” (i.e. whistleblower), to file civil actions under these statutes on behalf of the federal and state governments. The relator in the Original Complaint is a former Amgen employee. The Office of the New York Attorney General is leading the intervention on behalf of the state governments.

The Original Qui Tam Complaint was initially filed under seal. On January 21, 2009, the Company learned that the United States Attorney for the Eastern District of New York (the “DOJ”) was investigating allegations in a sealed civil complaint filed in the Federal District Court under the qui tam provisions of the federal civil False Claims Act. In February 2009, the Company received a redacted copy of the then current version of the Original Qui Tam Complaint, pursuant to a court order. However, the Company was never served with the Original Qui Tam Complaint. Relator initially filed the action on or about June 5, 2006 and a first amendment thereto on or about July 2, 2007. On May 18, 2009, the Federal District Court extended the time period for federal and state government authorities to conduct their respective investigations and to decide whether to intervene in the civil action. On September 1, 2009, 14 states and the District of Columbia filed notices of their intent to intervene. The 14 states and the District of Columbia were given leave by the Federal District Court to file a complaint within 60 days, or by October 30, 2009. The DOJ filed a notice that it was not intervening as of September 1, 2009, but stated that its investigation is continuing. The Company has received subpoenas for records issued by the DOJ in connection with its investigation. The Company has been cooperating with the DOJ and is producing records in response to the subpoenas.

9

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Both the Intervention Complaint and the Original Qui Tam Complaint, as amended on October 30, 2009, allege that from 2002 through 2009, Amgen and two of the Company’s business units offered remuneration to medical providers in violation of federal and state health laws to increase purchases and prescriptions of Amgen’s anemia drug, Aranesp. Specifically with regard to the Company’s business units, the complaints allege that ASD Specialty Healthcare, Inc., which is a distributor of pharmaceuticals to physician practices (“ASD”), and International Nephrology Network, which was a business name for one of the Company’s subsidiaries and a group purchasing organization for nephrologists and nephrology practices (“INN”), conspired with Amgen to promote Aranesp in violation of federal and state health laws. The complaints further allege that the defendants caused medical providers to submit to state Medicaid programs false certifications and false claims for payment for Aranesp. According to the complaints, the latter conduct allegedly violated state civil False Claims Acts and constituted fraud and unjust enrichment. The Original Qui Tam Complaint, as amended, also alleges that the defendants caused medical providers to submit to other federal health programs, including Medicare, false certifications and false claims for payment for Aranesp.

On December 17, 2009, the states and the relator both filed amended complaints. The State of Texas, which was not one of the original 14 states intervening in the action, joined in the amended complaint. Between January 20, 2010 and February 23, 2010, the States of Florida, Texas, New Hampshire, Louisiana, Nevada and Delaware filed notices to voluntarily dismiss the Intervention Complaint, leaving 9 states and the District of Columbia as intervenors. On February 1, 2010, the Company filed a motion to dismiss the complaints. Amgen, Inc. filed a motion to dismiss as well. On April 23, 2010, the Federal District Court issued a written opinion and order dismissing the Original Qui Tam Complaint, as amended, and the Intervention Complaint. Five states — California, Illinois, Indiana, Massachusetts, and New York — filed notices of appeal to the U.S. Court of Appeals for the First Circuit (the “First Circuit”) and the relator filed a notice of appeal to the First Circuit on behalf of Georgia and New Mexico. On July 15, 2010, the First Circuit issued an order requiring the Federal District Court to provide a written statement explaining why a final judgment was entered with respect to the states in order for the First Circuit to determine whether to allow the appeals to proceed, and the Federal District Court complied with the order. The appeals are currently pending. The relator also sought and received permission from the Federal District Court to file a further amended complaint (the “Fourth Amended Complaint”). On May 27, 2010, the relator filed a Fourth Amended Complaint with the Federal District Court, which names ASD and INN, along with Amgen, as defendants. The Fourth Amended Complaint contains many of the same allegations contained in the relator’s prior complaints, but adds a count based on allegations that conduct by ASD, INN, and Amgen caused healthcare providers to submit false claims because it is alleged that the healthcare providers billed the government for amounts of Aranesp that were either not administered or administered, but medically unnecessary. On June 28, 2010, the Company and Amgen filed motions to dismiss the Fourth Amended Complaint. The motions to dismiss were denied following a hearing on July 21, 2010. A trial date is set in this matter for July 2011.

The Company has learned that there are both prior and subsequent filings in another federal district, including a complaint filed by a former employee of the Company, that are under seal and that contain allegations similar to those in the Federal District Court action against the same and/or additional subsidiaries or businesses of the Company that are defendants in the Federal District Court action, including the Company’s group purchasing organization for oncologists and the Company’s oncology distribution business. The DOJ investigation of the allegations contained in the Original Qui Tam Complaint appears to include investigation of allegations contained in some or all of these other filings.

The Company intends to continue to defend itself vigorously against the allegations contained in the Original Qui Tam Complaint, as amended (including the Fourth Amended Complaint), and the Intervention Complaint and against any appeals. The Company cannot predict the outcome of either the Federal District Court action (or any appeals thereof) or the DOJ investigation or the potential outcome of any other action involving similar allegations in which any AmerisourceBergen entity is or may become a defendant.

10

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note 7. Litigation Settlements

Antitrust Settlements

During the last several years, numerous class action lawsuits have been filed against certain brand pharmaceutical manufacturers alleging that the manufacturer, by itself or in concert with others, took improper actions to delay or prevent generic drugs from entering the market. The Company has not been a named plaintiff in any of these class actions, but has been a member of the direct purchasers’ class (i.e., those purchasers who purchase directly from these pharmaceutical manufacturers). None of the class actions has gone to trial, but some have settled in the past with the Company receiving proceeds from the settlement funds. During the three months ended December 31, 2009, the Company recognized a gain of $1.5 million relating to the above-mentioned class action lawsuits. The gain, which was net of attorney fees and estimated payments due to other parties, was recorded as a reduction to cost of goods sold in the Company’s consolidated statements of operations.

Note 8. Fair Value of Financial Instruments

The recorded amounts of the Company’s cash and cash equivalents, accounts receivable and accounts payable at December 31, 2010 and September 30, 2010 approximate fair value based upon the relatively short-term nature of these financial instruments. Within cash and cash equivalents, the Company had $1,266.3 million and $1,552.4 million of investments in money market accounts as of December 31, 2010 and September 30, 2010, respectively. The fair values of the money market accounts were determined based on unadjusted quoted prices in active markets for identical assets, otherwise known as Level 1 investments. The fair values of the Company’s debt instruments are estimated based on market prices. The recorded amount of debt (see Note 4) and the corresponding fair value as of December 31, 2010 were $1,402.8 million and $1,494.3 million, respectively. The recorded amount of debt and the corresponding fair value as of September 30, 2010 were $1,343.6 million and $1,486.3 million, respectively.

Note 9. Selected Consolidating Financial Statements of Parent, Guarantors and Non-Guarantors

The Company’s 5 5/8% senior notes due September 15, 2012 (the “2012 Notes”), 5 7/8% senior notes due September 15, 2015 (the “2015 Notes”), and 4 7/8% senior notes due November 15, 2019 (the “2019 Notes” and, together with the 2012 Notes and 2015 Notes, the “Notes”) each are fully and unconditionally guaranteed on a joint and several basis by certain of the Company’s subsidiaries (the subsidiaries of the Company that are guarantors of any of the Notes being referred to collectively as the “Guarantor Subsidiaries”). The total assets, stockholders’ equity, revenue, earnings, and cash flows from operating activities of the Guarantor Subsidiaries reflect the majority of the consolidated total of such items as of or for the periods reported. The only consolidated subsidiaries of the Company that are not guarantors of any of the Notes (the “Non-Guarantor Subsidiaries”) are: (a) the receivables securitization special purpose entity, (b) the foreign operating subsidiaries, and (c) certain smaller operating subsidiaries. The following tables present condensed consolidating financial statements including AmerisourceBergen Corporation (the “Parent”), the Guarantor Subsidiaries, and the Non-Guarantor Subsidiaries. Such financial statements include balance sheets as of December 31, 2010 and September 30, 2010, statements of operations for the three months ended December 31, 2010 and 2009, and statements of cash flows for the three months ended December 31, 2010 and 2009.

11

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

SUMMARY CONSOLIDATING BALANCE SHEETS:

	December 31, 2010
				Guarantor		Non-Guarantor						Consolidated
(in thousands)	Parent			Subsidiaries		Subsidiaries			Eliminations			Total
Current assets:
Cash and cash equivalents	$	1,260,640		$	68,479	$	71,776		$	—		$	1,400,895
Accounts receivable, net		145			946,619		2,604,551			—			3,551,315
Merchandise inventories		—			5,302,302		138,449			—			5,440,751
Prepaid expenses and other		222			32,785		2,205			—			35,212
Total current assets		1,261,007			6,350,185		2,816,981			—			10,428,173
Property and equipment, net		—			709,122		27,690			—			736,812
Goodwill and other intangible assets		—			2,707,054		138,369			—			2,845,423
Other assets		9,577			110,506		1,828			—			121,911
Intercompany investments and advances		2,704,131			1,829,633		(33,046	)		(4,500,718	)		—
Total assets	$	3,974,715		$	11,706,500	$	2,951,822		$	(4,500,718	)	$	14,132,319
Current liabilities:
Accounts payable	$	69		$	8,321,217	$	145,718		$	—		$	8,467,004
Accrued expenses and other		(274,737	)		605,680		7,518			—			338,461
Current portion of long-term debt		—			347		115,032			—			115,379
Deferred income taxes		5			720,056		—			—			720,061
Total current liabilities		(274,663	)		9,647,300		268,268			—			9,640,905
Long-term debt, net of current portion		1,287,372			31		7			—			1,287,410
Other liabilities		—			239,551		2,447			—			241,998
Total stockholders’ equity		2,962,006			1,819,618		2,681,100			(4,500,718	)		2,962,006
Total liabilities and stockholders’ equity	$	3,974,715		$	11,706,500	$	2,951,822		$	(4,500,718	)	$	14,132,319

12

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

SUMMARY CONSOLIDATING BALANCE SHEETS:

	September 30, 2010
				Guarantor		Non-Guarantor					Consolidated
(in thousands)	Parent			Subsidiaries		Subsidiaries		Eliminations			Total
Current assets:
Cash and cash equivalents	$	1,552,122		$	79,700	$	26,360	$	—		$	1,658,182
Accounts receivable, net		227			1,303,333		2,523,924		—			3,827,484
Merchandise inventories		—			5,090,604		119,494		—			5,210,098
Prepaid expenses and other		87			49,753		2,746		—			52,586
Total current assets		1,552,436			6,523,390		2,672,524		—			10,748,350
Property and equipment, net		—			683,855		27,857		—			711,712
Goodwill and other intangible assets		—			2,708,901		136,442		—			2,845,343
Other assets		10,332			116,917		2,189		—			129,438
Intercompany investments and advances		2,404,018			1,905,733		23,401		(4,333,152	)		—
Total assets	$	3,966,786		$	11,938,796	$	2,862,413	$	(4,333,152	)	$	14,434,843
Current liabilities:
Accounts payable	$	—		$	8,680,923	$	152,362	$	—		$	8,833,285
Accrued expenses and other		(274,676	)		634,437		9,255		—			369,016
Current portion of long-term debt		—			346		76		—			422
Deferred income taxes		—			703,621		—		—			703,621
Total current liabilities		(274,676	)		10,019,327		161,693		—			9,906,344
Long-term debt, net of current portion		1,287,165			86		55,907		—			1,343,158
Other liabilities		—			228,768		2,276		—			231,044
Total stockholders’ equity		2,954,297			1,690,615		2,642,537		(4,333,152	)		2,954,297
Total liabilities and stockholders’ equity	$	3,966,786		$	11,938,796	$	2,862,413	$	(4,333,152	)	$	14,434,843

13

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS:

	Three months ended December 31, 2010
				Guarantor			Non-Guarantor						Consolidated
(in thousands)	Parent			Subsidiaries			Subsidiaries			Eliminations			Total
Revenue	$	—		$	19,451,810		$	469,244		$	(32,445	)	$	19,888,609
Cost of goods sold		—			18,891,139			417,238			—			19,308,377
Gross profit		—			560,671			52,006			(32,445	)		580,232
Operating expenses:
Distribution, selling, and administrative		—			295,399			15,079			(32,445	)		278,033
Depreciation		—			20,453			851			—			21,304
Amortization		—			3,344			785			—			4,129
Operating income		—			241,475			35,291			—			276,766
Other income		—			(1,666	)		(1	)		—			(1,667	)
Interest expense, net		389			16,210			2,545			—			19,144
(Loss) income before income taxes and equity in earnings of subsidiaries		(389	)		226,931			32,747			—			259,289
Income taxes		(136	)		87,236			11,689			—			98,789
Equity in earnings of subsidiaries		160,753			—			—			(160,753	)		—
Net income	$	160,500		$	139,695		$	21,058		$	(160,753	)	$	160,500

14

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS:

	Three months ended December 31, 2009
				Guarantor			Non-Guarantor						Consolidated
(in thousands)	Parent			Subsidiaries			Subsidiaries			Eliminations			Total
Revenue	$	—		$	18,906,972		$	459,828		$	(30,941	)	$	19,335,859
Cost of goods sold		—			18,363,112			409,377			—			18,772,489
Gross profit		—			543,860			50,451			(30,941	)		563,370
Operating expenses:
Distribution, selling, and administrative		—			293,595			17,585			(30,941	)		280,239
Depreciation		—			15,827			831			—			16,658
Amortization		—			3,260			879			—			4,139
Facility consolidations, employee severance and other		—			(48	)		—			—			(48	)
Operating income		—			231,226			31,156			—			262,382
Other loss (income)		—			279			(2	)		—			277
Interest expense, net		550			13,585			3,132			—			17,267
(Loss) income before income taxes and equity in earnings of subsidiaries		(550	)		217,362			28,026			—			244,838
Income taxes		(193	)		83,535			10,189			—			93,531
Equity in earnings of subsidiaries		151,664			—			—			(151,664	)		—
Net income	$	151,307		$	133,827		$	17,837		$	(151,664	)	$	151,307

15

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS:

	Three months ended December 31, 2010
				Guarantor			Non-Guarantor						Consolidated
(in thousands)	Parent			Subsidiaries			Subsidiaries			Eliminations			Total
Net income	$	160,500		$	139,695		$	21,058		$	(160,753	)	$	160,500
Adjustments to reconcile net income to net cash provided by (used in) operating activities		(160,043	)		(155,002	)		(105,408	)		160,753			(259,700	)
Net cash provided by (used in) operating activities		457			(15,307	)		(84,350	)		—			(99,200	)
Capital expenditures		—			(49,252	)		(839	)		—			(50,091	)
Net cash used in investing activities		—			(49,252	)		(839	)		—			(50,091	)
Net borrowings under revolving and securitization credit facilities		—			—			58,401			—			58,401
Purchases of common stock		(185,362	)		—			—			—			(185,362	)
Exercises of stock options, including excess tax benefit		46,982			—			—			—			46,982
Cash dividends on common stock		(27,735	)		—			—			—			(27,735	)
Debt issuance costs and other		(158	)		(119	)		(5	)		—			(282	)
Intercompany financing and advances		(125,666	)		53,457			72,209			—			—
Net cash (used in) provided by financing activities		(291,939	)		53,338			130,605			—			(107,996	)
(Decrease) increase in cash and cash equivalents		(291,482	)		(11,221	)		45,416			—			(257,287	)
Cash and cash equivalents at beginning of period		1,552,122			79,700			26,360			—			1,658,182
Cash and cash equivalents at end of period	$	1,260,640		$	68,479		$	71,776		$	—		$	1,400,895

16

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS:

	Three months ended December 31, 2009
				Guarantor			Non-Guarantor						Consolidated
(in thousands)	Parent			Subsidiaries			Subsidiaries			Eliminations			Total
Net income	$	151,307		$	133,827		$	17,837		$	(151,664	)	$	151,307
Adjustments to reconcile net income to net cash (used in) provided by operating activities		(152,529	)		(408,333	)		216,202			151,664			(192,996	)
Net cash (used in) provided by operating activities		(1,222	)		(274,506	)		234,039			—			(41,689	)
Capital expenditures		—			(41,388	)		(1,186	)		—			(42,574	)
Other		—			15			112			—			127
Net cash used in investing activities		—			(41,373	)		(1,074	)		—			(42,447	)
Long-term debt borrowings		396,696			—			—			—			396,696
Net repayments under revolving and securitization credit facilities		—			—			(201,630	)		—			(201,630	)
Purchases of common stock		(144,626	)		—			—			—			(144,626	)
Exercises of stock options, including excess tax benefit		30,416			—			—			—			30,416
Cash dividends on common stock		(23,149	)		—			—			—			(23,149	)
Debt issuance costs and other		(4,110	)		741			(3	)		—			(3,372	)
Intercompany financing and advances		(323,961	)		346,154			(22,193	)		—			—
Net cash (used in) provided by financing activities		(68,734	)		346,895			(223,826	)		—			54,335
(Decrease) increase in cash and cash equivalents		(69,956	)		31,016			9,139			—			(29,801	)
Cash and cash equivalents at beginning of period		927,049			58,900			23,419			—			1,009,368
Cash and cash equivalents at end of period	$	857,093		$	89,916		$	32,558		$	—		$	979,567

17

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

The following discussion should be read in conjunction with the Consolidated Financial Statements and notes thereto contained herein and in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2010.

We are a pharmaceutical services company providing drug distribution and related healthcare services and solutions to our pharmacy, physician, and manufacturer customers, which are based primarily in the United States and Canada. We are organized based upon the products and services that we provide to our customers. Substantially all of our operations are located in the United States and Canada. We also have a pharmaceutical packaging operation in the United Kingdom.

Pharmaceutical Distribution

Our operations are comprised of one reportable segment, Pharmaceutical Distribution. The Pharmaceutical Distribution reportable segment represents the consolidated operating results of the Company and is comprised of four operating segments, which include the operations of AmerisourceBergen Drug Corporation (“ABDC”), AmerisourceBergen Specialty Group (“ABSG”), AmerisourceBergen Consulting Services (“ABCS”) and AmerisourceBergen Packaging Group (“ABPG”). Servicing both healthcare providers and pharmaceutical manufacturers in the pharmaceutical supply channel, the Pharmaceutical Distribution segment’s operations provide drug distribution and related services designed to reduce healthcare costs and improve patient outcomes. Prior to fiscal 2011, the business operations of ABCS were included within ABSG.

ABDC distributes a comprehensive offering of brand-name and generic pharmaceuticals, over-the-counter healthcare products, home healthcare supplies and equipment, and related services to a wide variety of healthcare providers, including acute care hospitals and health systems, independent and chain retail pharmacies, mail order pharmacies, medical clinics, long-term care and other alternate site pharmacies, and other customers. ABDC also provides pharmacy management, staffing and other consulting services; scalable automated pharmacy dispensing equipment; medication and supply dispensing cabinets; and supply management software to a variety of retail and institutional healthcare providers.

ABSG, through a number of individual operating businesses, provides pharmaceutical distribution and other services primarily to physicians who specialize in a variety of disease states, especially oncology, and to other healthcare providers, including dialysis clinics. ABSG also distributes plasma and other blood products, injectible pharmaceuticals and vaccines. Additionally, ABSG provides third party logistics and other services for biotech and other pharmaceutical manufacturers.

ABCS provides commercialization support services including reimbursement strategy, outcomes research, contract field staffing, reimbursement support programs, adherence programs, risk mitigation services, and other market access programs to pharmaceutical and biotech manufacturers.

ABPG consists of American Health Packaging, Anderson Packaging (“Anderson”), and Brecon Pharmaceuticals Limited (“Brecon”). American Health Packaging delivers unit dose, punch card, unit-of-use, and other packaging solutions to institutional and retail healthcare providers. American Health Packaging’s largest customer is ABDC and, as a result, its operations are closely aligned with the operations of ABDC. Anderson and Brecon (based in the United Kingdom) are leading providers of contract packaging and clinical trials services for pharmaceutical manufacturers.

18

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Summary Financial Information

	Three months ended December 31,
(dollars in thousands)	2010			2009			Change
Revenue	$	19,888,609		$	19,335,859			2.9	%
Gross profit	$	580,232		$	563,370			3.0	%
Operating income	$	276,766		$	262,382			5.5	%
Percentages of revenue:
Gross profit		2.92	%		2.91	%
Operating expenses		1.53	%		1.56	%
Operating income		1.39	%		1.36	%

Results of Operations

Revenue of $19.9 billion in the quarter ended December 31, 2010 increased 3% from the prior year quarter. The increase in revenue was due to the 5% revenue growth of ABDC, offset in part by the 4% revenue decline of ABSG. During the quarter ended December 31, 2010, 70% of revenue was from sales to institutional customers and 30% was from sales to retail customers; this compared to a customer mix in the prior year quarter of 69% institutional and 31% retail. Sales to institutional customers increased 4% in the current year quarter and sales to retail customers were relatively flat in comparison to the prior year quarter.

ABDC’s revenue increased by 5% from the prior year quarter due to overall pharmaceutical market growth and the above market growth of a few of our largest customers, primarily our institutional customers.

ABSG’s revenue of $3.8 billion in the quarter ended December 31, 2010 decreased 4% from the prior year quarter primarily due to a decline in its third party logistics business resulting from the September 2010 discontinuance of its contract with a customer that has transitioned to a direct manufacturer distribution model. The majority of ABSG’s revenue is generated from the distribution of pharmaceuticals to physicians who specialize in a variety of disease states, especially oncology. ABSG’s business may be adversely impacted in the future by changes in medical guidelines and the Medicare reimbursement rates for certain pharmaceuticals, especially oncology drugs administered by physicians and anemia drugs. Since ABSG provides a number of services to or through physicians, any changes affecting this service channel could result in slower growth or reduced revenues.

We continue to expect to grow our revenues between 2% and 4% in fiscal 2011. Our estimated revenue growth in fiscal 2011 reflects the growth rate of the overall pharmaceutical market and the September 2010 discontinuance of our contract with an ABSG third party logistics customer, as noted above. This customer loss will impact our revenue growth and ABSG’s revenue growth in fiscal 2011 by approximately 1% and 5%, respectively. Our expected growth reflects U.S. pharmaceutical industry conditions, including increases in prescription drug utilization, the introduction of new products, and higher branded pharmaceutical prices, offset, in part, by the increased use of lower-priced generics. Our growth also may be impacted, among other things, by industry competition and changes in customer mix. Industry sales in the United States, as recently estimated by industry data firm IMS Healthcare, Inc. (“IMS”), are expected to grow annually between 2% and 5% through 2014. Our future revenue growth will continue to be affected by various factors such as industry growth trends, including the likely increase in the number of generic drugs that will be available over the next few years as a result of the expiration of certain drug patents held by brand-name pharmaceutical manufacturers, general economic conditions in the United States, competition within the industry, customer consolidation, changes in pharmaceutical manufacturer pricing and distribution policies and practices, increased downward pressure on reimbursement rates, and changes in Federal government rules and regulations.

19

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Gross profit of $580.2 million in the quarter ended December 31, 2010 increased by $16.9 million or 3% from the prior year quarter. This increase was in large part attributable to our revenue growth, the continued strong growth and profitability of our generic programs (with generic revenue increasing by 10% in comparison to the prior year quarter), increased contributions from our fee-for-service agreements, and favorable price appreciation. All of the above was offset in part by normal competitive pressures on customer margins and lower first quarter gross profit from specialty generics versus the prior year quarter, as further described below. In August 2009, a generic oncology drug, Oxaliplatin, was introduced (launched) and ABSG’s gross profit significantly benefited from this generic launch in the prior year quarter ended December 31, 2009. In the quarter ended December 31, 2010, a new generic oncology drug, Gemcitabine, was launched and benefited ABSG’s gross profit. The gross profit benefit achieved collectively from Oxaliplatin and Gemcitabine in the quarter ended December 31, 2010 was lower than the benefit achieved from Oxaliplatin alone in the prior year quarter by approximately $20 million. While we expect an increase in the number of brand to generic conversions in the future, the amount of gross profit attributable to each generic launch can cause significant variability in our results of operations. Additionally, in the quarter ended December 31, 2010, our gross profit was impacted by a non-recurring $12 million benefit in connection with a customer being acquired by a third party. Lastly, in the prior year quarter, we recognized a gain of $1.5 million from antitrust litigation settlements with pharmaceutical manufacturers. This gain was recorded as a reduction to cost of goods sold. We are unable to estimate future gains, if any, we will recognize as a result of antitrust settlements (see Note 7 of the Notes to Consolidated Financial Statements).

As a percentage of revenue, our gross profit margin of 2.92% in the quarter ended December 31, 2010 improved by 1 basis point from the prior year quarter due to the strong growth and profitability of our generic programs and favorable price appreciation. These factors more than offset the impact of lower gross profit from specialty generics as noted above, the above market growth of some of our largest customers, who benefit from our best pricing, and normal competitive pressures on customer margins.

Our cost of goods sold for interim periods includes a last-in, first-out (“LIFO”) provision that is based on our estimated annual LIFO provision. We recorded a LIFO charge of $9.9 million and $7.8 million in the quarters ended December 31, 2010 and 2009, respectively. The annual LIFO provision is affected by changes in inventory quantities, product mix, and manufacturer pricing practices, which may be impacted by market and other external influences.

In July 2010 and October 2010, we implemented the first and second phases of our Business Transformation project and our new enterprise resource planning (“ERP”) platform. As a result, we started to depreciate a significant portion of our capitalized project costs in the fourth quarter of fiscal 2010. Additionally, we started to incur other significant costs to support our new ERP platform as we have begun the transition from our legacy information systems to our ERP platform. This transition is expected to last through the end of calendar 2012. The incremental costs of maintaining dual information technology platforms, including depreciation, are expected to be approximately $40 million per year during the transition period. We intend to mitigate the impact of these incremental costs by reducing expenses elsewhere, but there can be no assurance that we will be able to do so.

Operating expenses of $303.5 million in the quarter ended December 31, 2010 increased by $2.5 million or 1% from the prior year quarter due to the incremental costs of maintaining dual information technology platforms, including depreciation, and were offset in part by a $4.4 million reduction of bad debt expense and a reduction in incentive compensation costs. As a percentage of revenue, operating expenses were 1.53% in the quarter ended December 31, 2010 and represented a 3 basis point decline in our operating expense ratio from the prior year quarter, reflecting our strong operating leverage particularly within ABDC. Our operating leverage has benefited from significant productivity increases achieved from our highly automated distribution facilities.

Operating income of $276.8 million in the quarter ended December 31, 2010 increased 5.5% from the prior year quarter due to the increase in our gross profit. As a percentage of revenue, operating income increased 3 basis points to 1.39% in the quarter ended December 31, 2010 from the prior year quarter due to the decrease in our operating expense ratio and the increase in our gross profit margin.

Other income of $1.7 million in the quarter ended December 31, 2010 included a $1.9 million gain resulting from payments received in excess of amounts accrued on a note receivable relating to a prior business disposition.

20

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Interest expense, interest income, and the respective weighted-average interest rates in the quarters ended December 31, 2010 and 2009 were as follows (in thousands):

	2010						2009
				Weighted-Average						Weighted-Average
	Amount			Interest Rate			Amount			Interest Rate
Interest expense	$	19,738			5.33	%	$	17,642			4.77	%
Interest income		(594	)		0.24	%		(375	)		0.18	%
Interest expense, net	$	19,144					$	17,267

Interest expense increased from the prior year quarter primarily due to an increase of $187.4 million of fixed interest rate average borrowings as our $400 million senior notes due 2019 (which were issued in November 2009) were outstanding for the entire current quarter. Interest costs capitalized relating to our Business Transformation project of $1.0 million and $1.3 million in the quarters ended December 31, 2010 and 2009 had the effect of reducing interest expense for those periods, respectively. We expect to capitalize significantly less interest costs related to our Business Transformation project in fiscal 2011, since we began to implement our new ERP platform in the fourth quarter of fiscal 2010. Interest income increased from the prior year quarter primarily due to an increase in the weighted-average interest rate and an increase in average invested cash of $125.9 million.

Income taxes in the quarter ended December 31, 2010 reflect an effective income tax rate of 38.1%, compared to 38.2% in the prior year quarter. We expect that our effective tax rate in fiscal 2011 will be approximately 38.4%.

Net income of $160.5 million in the quarter ended December 31, 2010 increased 6% from the prior year quarter primarily due to the increase in operating income. Diluted earnings per share of $0.57 in the quarter ended December 31, 2010 increased 10% from $0.52 per share in the prior year quarter. The difference between diluted earnings per share growth and the increase in net income for the quarter ended December 31, 2010 was primarily due to the 4% reduction in weighted average common shares outstanding, primarily from purchases of our common stock, net of the impact of stock option exercises over the past twelve months.

21

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources

The following table illustrates our debt structure at December 31, 2010, including availability under revolving credit facilities and the receivables securitization facility (in thousands):

	Outstanding		Additional
	Balance		Availability
Fixed-Rate Debt:
$392,326, 5 5/8% senior notes due 2012	$	391,760	$	—
$500,000, 5 7/8% senior notes due 2015		498,631		—
$400,000, 4 7/8% senior notes due 2019		396,981		—
Other		385		—
Total fixed-rate debt		1,287,757		—
Variable-Rate Debt:
Blanco revolving credit facility due 2011		55,000		—
Multi-currency revolving credit facility due 2011		60,032		623,381
Receivables securitization facility due 2011		—		700,000
Other		—		1,561
Total variable-rate debt		115,032		1,324,942
Total debt, including current portion	$	1,402,789	$	1,324,942

Along with our cash balances, our aggregate availability under our revolving credit facilities and our receivables securitization facility provides us sufficient sources of capital to fund our working capital requirements.

We have a $695 million multi-currency senior unsecured revolving credit facility, which expires in November 2011, (the “Multi-Currency Revolving Credit Facility”) with a syndicate of lenders. Amounts outstanding under the Multi-Currency Revolving Credit Facility are classified in the current portion of long-term debt on the consolidated balance sheet at December 31, 2010 as we seek to renew this facility. Interest on borrowings under the Multi-Currency Revolving Credit Facility accrues at specified rates based on our debt rating and ranges from 19 basis points to 60 basis points over LIBOR/EURIBOR/Bankers Acceptance Stamping Fee, as applicable (32 basis points over LIBOR/EURIBOR/Bankers Acceptance Stamping Fee at December 31, 2010). Additionally, interest on borrowings denominated in Canadian dollars may accrue at the greater of the Canadian prime rate or the CDOR rate. We pay quarterly facility fees to maintain the availability under the Multi-Currency Revolving Credit Facility at specified rates based on our debt rating, ranging from 6 basis points to 15 basis points of the total commitment (8 basis points at December 31, 2010). We may choose to repay or reduce our commitments under the Multi-Currency Revolving Credit Facility at any time. The Multi-Currency Revolving Credit Facility contains covenants, including compliance with a financial leverage ratio test, as well as others that impose limitations on, among other things, indebtedness of excluded subsidiaries and asset sales.

We have a $700 million receivables securitization facility (“Receivables Securitization Facility”), which expires in April 2011. We have available to us an accordion feature whereby the commitment on the Receivables Securitization Facility may be increased by up to $250 million, subject to lender approval, for seasonal needs during the December and March quarters. Interest rates are based on prevailing market rates for short-term commercial paper or LIBOR plus a program fee of 125 basis points. We pay a commitment fee of 60 basis points to maintain the availability under the Receivables Securitization Facility. At December 31, 2010, there were no borrowings outstanding under the Receivables Securitization Facility. The Receivables Securitization Facility contains similar covenants to the Multi-Currency Revolving Credit Facility.

22

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The $55 million Blanco revolving credit facility (the “Blanco Credit Facility”) expires in April 2011. Borrowings under the Blanco Credit Facility are guaranteed by us. Interest on borrowings under this facility continues to be 200 basis points over LIBOR.

In fiscal 2011, we intend to renew the Multi-Currency Revolving Credit Facility, the Receivables Securitization Facility, and the Blanco Credit Facility at available market rates, which may be higher than the rates currently available to us.

In November 2009, we issued $400 million of 4 7/8% senior notes due November 15, 2019 (the “2019 Notes”). The interest on the 2019 Notes is payable semiannually. The 2019 Notes rank pari passu to the Multi-Currency Revolving Credit Facility, the 5 5/8% senior notes due 2012, and the 5 7/8% senior notes due 2015. We used the net proceeds of the 2019 Notes to repay substantially all amounts then outstanding under our Multi-Currency Revolving Credit Facility, and the remaining net proceeds were used for general corporate purposes.

Our operating results have generated cash flow, which, together with availability under our debt agreements and credit terms from suppliers, has provided sufficient capital resources to finance working capital and cash operating requirements, and to fund capital expenditures, acquisitions, repayment of debt, the payment of interest on outstanding debt, dividends, and repurchases of shares of our common stock.

Our primary ongoing cash requirements will be to finance working capital, fund the payment of interest on debt, fund repurchases of our common stock, fund the payment of dividends, finance acquisitions, and fund capital expenditures (including our Business Transformation project, which involves the implementation of our new ERP platform) and routine growth and expansion through new business opportunities. In September 2010, our board of directors approved a new program allowing us to purchase up to $500 million of our outstanding shares of common stock, subject to market conditions. We currently expect to purchase approximately $400 million of our common stock in fiscal 2011. During the three months ended December 31, 2010, we purchased $185.2 million of our common stock, of which $98.1 million was purchased to close out our prior November 2009 share repurchase program and $87.1 million was purchased under the current $500 million share repurchase program. As of December 31, 2010, we had $412.9 million of availability remaining on our current $500 million share repurchase program. Future cash flows from operations and borrowings are expected to be sufficient to fund our ongoing cash requirements.

Our most significant market risk historically has been the effect of fluctuations in interest rates relating to our debt. We manage interest rate risk by using a combination of fixed-rate and variable-rate debt. At December 31, 2010, we had $115.0 million of variable-rate debt outstanding. The amount of variable-rate debt fluctuates during the year based on our working capital requirements. We periodically evaluate financial instruments to manage our exposure to fixed and variable interest rates. However, there are no assurances that such instruments will be available in the combinations we want and on terms acceptable to us. There were no such financial instruments in effect at December 31, 2010.

We also have market risk exposure to interest rate fluctuations relating to our cash and cash equivalents. We had $1.4 billion in cash and cash equivalents at December 31, 2010. The unfavorable impact of a hypothetical decrease in interest rates on cash and cash equivalents would be partially offset by the favorable impact of such a decrease on variable-rate debt. For every $100 million of cash invested that is in excess of variable-rate debt, a 10 basis point decrease in interest rates would increase our annual net interest expense by $0.1 million.

We are exposed to foreign currency and exchange rate risk from our non-U.S. operations. Our largest exposure to foreign exchange rates exists primarily with the Canadian Dollar. We may utilize foreign currency denominated forward contracts to hedge against changes in foreign exchange rates. Such contracts generally have durations of less than one year. We had no foreign currency denominated forward contracts at December 31, 2010. We may use derivative instruments to hedge our foreign currency exposure, but not for speculative or trading purposes.

23

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Following is a summary of our contractual obligations for future principal and interest payments on our debt, minimum rental payments on our noncancelable operating leases and minimum payments on our other commitments at December 31, 2010 (in thousands):

	Payments Due by Period
			Within 1						After 5
	Total		Year		1-3 Years		4-5 Years		Years
Debt, including interest payments	$	1,776,211	$	188,278	$	512,183	$	597,750	$	478,000
Operating leases		226,114		47,222		68,254		48,403		62,235
Other commitments		400,608		200,129		164,288		36,191		—
Total	$	2,402,933	$	435,629	$	744,725	$	682,344	$	540,235

We have commitments to purchase product from influenza vaccine manufacturers for the 2011/2012 flu season. We are required to purchase doses at prices that we believe will represent market prices. We currently estimate our remaining purchase commitment under these agreements, as amended, will be approximately $45.4 million as of December 31, 2010. These influenza vaccine commitments are included in “Other commitments” in the above table.

We have commitments to purchase blood products from suppliers through December 31, 2012. We are required to purchase quantities at prices that we believe will represent market prices. We currently estimate our remaining purchase commitment under these agreements will be approximately $224.9 million as of December 31, 2010. These blood product commitments are included in “Other commitments” in the above table.

We have outsourced to IBM Global Services (“IBM”) a significant portion of our corporate and ABDC information technology activities, including assistance with the implementation of our new ERP platform. The remaining commitment under our 10-year arrangement, as amended, which expires in June 2015, is approximately $126.7 million as of December 31, 2010 and is included in “Other commitments” in the above table.

Our liability for uncertain tax positions was $49.4 million (including interest and penalties) as of December 31, 2010. This liability represents an estimate of tax positions that we have taken in our tax returns which may ultimately not be sustained upon examination by taxing authorities. Since the amount and timing of any future cash settlements cannot be predicted with reasonable certainty, the estimated liability has been excluded from the above table.

During the quarter ended December 31, 2010, our operating activities used $99.2 million of cash in comparison to cash used of $41.7 million in the prior year quarter. Cash used in operations during the quarter ended December 31, 2010 was principally the result of a decrease in accounts payable, accrued expenses and income taxes of $399.7 million and an increase in merchandise inventories of $227.7 million, offset in part by a decrease in accounts receivable of $275.8 million, net income of $160.5 million, and non-cash items of $61.0 million. The decrease in accounts payable, accrued expenses and income taxes was primarily driven by the timing of inventory purchases made and the related payments to our suppliers, particularly at ABSG, where significant inventory purchases made in fiscal 2010 were paid for in the December 2010 quarter. ABSG’s accounts payable declined by approximately $300 million from September 30, 2010 to December 31, 2010. The average number of days payable outstanding in the quarter ended December 31, 2010 decreased by 1 day from the prior year quarter. Merchandise inventories increased primarily due to our revenue growth and, consistent with prior years, we increased our inventory due to seasonal needs, yet the average number of inventory days on hand in the quarter ended December 31, 2010 decreased by 1 day from the prior year quarter. Despite the increase in revenue in the quarter ended December 31, 2010, accounts receivable declined from September 30, 2010, reflecting customer mix and timing of cash receipts, while the average number of days sales outstanding during the current quarter was relatively consistent to the prior year quarter. Operating cash uses during the quarter ended December 31, 2010 included $10.6 million in interest payments and $9.2 million of income tax payments, net of refunds.

24

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

During the quarter ended December 31, 2009, our operating activities used $41.7 million of cash in comparison to cash used of $304.4 million in the prior year quarter. Cash used in operations during the quarter ended December 31, 2009 was principally the result of an increase in merchandise inventories of $391.2 million and a decrease in accounts payable, accrued expenses and income taxes of $254.5 million, offset in part by a decrease in accounts receivable of $371.9 million, net income of $151.3 million, and non-cash items of $61.9 million. Merchandise inventories increased primarily due to the 12% revenue growth and consistent with prior years, we increased our average number of inventory days on hand by two to three days in our December quarter in anticipation of manufacturer plant closings during the holiday season. The average number of inventory days on hand in the quarter ended December 31, 2009 was relatively flat in comparison to the prior year quarter. The decrease in accounts payable, accrued expenses and income taxes was primarily driven by the timing of purchases made relating to our quarterly inventory buildup and related payments to our suppliers. Additionally, our accounts payable balance at September 30, 2009 was higher than normal as we made inventory purchases of approximately $400 million in the month of September 2009, primarily relating to the purchase of generic products due to the then current product launch and purchases made in advance of a manufacturer’s temporary plant shut-down in connection with its facility consolidation efforts. Despite the significant increase in revenue in the quarter ended December 31, 2009, accounts receivable declined from September 30, 2009 as the average number of days sales outstanding during the current year quarter decreased by more than 1 day to 17.1 days from 18.3 days in the prior year quarter, reflecting improved cash collection efforts and timing of receipts. Operating cash uses during the quarter ended December 31, 2009 included $0.8 million in interest payments and $3.0 million of income tax refunds, net of payments.

Capital expenditures for the quarters ended December 31, 2010 and 2009 were $50.1 million and $42.6 million, respectively. Our most significant capital expenditures in the quarters ended December 31, 2010 and 2009 related to our Business Transformation project, which includes a new ERP platform that we have begun to implement in ABDC and our corporate office. Other capital expenditures in the quarter ended December 31, 2010 included ABDC purchases of machinery and equipment, which were previously sold to financial institutions and leased back by us, and other ABSG technology initiatives. Other capital expenditures in the quarter ended December 31, 2009 included improvements made to our operating facilities and other information technology initiatives. We currently expect to spend approximately $150 million for capital expenditures during fiscal 2011; however, we may spend more based on the significant investment made in our first quarter of fiscal 2011.

In November 2009, we issued our 2019 Notes for net proceeds of $396.7 million. We used the net proceeds of the 2019 Notes to repay substantially all amounts then outstanding under our Multi-Currency Revolving Credit Facility and the remaining net proceeds were used for general corporate purposes.

During the quarter ended December 31, 2010, we purchased 6.0 million shares of our common stock for a total of $185.4 million. During the quarter ended December 31, 2009, we purchased 5.8 million shares of our common stock for a total of $144.6 million.

In November 2009, our board of directors increased the quarterly cash dividend by 33% to $0.08 per share. On November 11, 2010, our board of directors increased the quarterly cash dividend again by 25% to $0.10 per share. We anticipate that we will continue to pay quarterly cash dividends in the future. However, the payment and amount of future dividends remains within the discretion of our board of directors and will depend upon our future earnings, financial condition, capital requirements, and other factors.

25

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Certain of the statements contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this report are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may vary materially from the expectations contained in the forward-looking statements. The following factors, among others, could cause actual results to differ materially from those described in any forward-looking statements: changes in pharmaceutical market growth rates; the loss of one or more key customer or supplier relationships; changes in customer mix; customer delinquencies, defaults or insolvencies; supplier defaults or insolvencies; changes in pharmaceutical manufacturers’ pricing and distribution policies or practices; adverse resolution of any contract or other dispute with customers or suppliers; federal and state government enforcement initiatives to detect and prevent suspicious orders of controlled substances and the diversion of controlled substances; qui tam litigation for alleged violations of fraud and abuse laws and regulations and/or laws and regulations governing the marketing, sale and purchase of pharmaceutical products or any related litigation, including shareholder derivative lawsuits; changes in federal and state legislation or regulatory action affecting pharmaceutical product pricing or reimbursement policies, including under Medicaid and Medicare; changes in regulatory or clinical medical guidelines and/or labeling for the pharmaceutical products we distribute, including certain anemia products; price inflation in branded pharmaceuticals and price deflation in generics; greater or less than anticipated benefit from launches of the generic versions of previously patented pharmaceutical products; significant breakdown or interruption of our information technology systems; our inability to continue to implement an enterprise resource planning (ERP) system to handle business and financial processes and transactions (including processes and transactions related to our customers and suppliers) of AmerisourceBergen Drug Corporation operations and our corporate functions as intended without functional problems, unanticipated delays and/or cost overruns; success of integration, restructuring or systems initiatives; interest rate and foreign currency exchange rate fluctuations; economic, business, competitive and/or regulatory developments in Canada, the United Kingdom and elsewhere outside of the United States, including changes and/or potential changes in Canadian provincial legislation affecting pharmaceutical product pricing or service fees or regulatory action by provincial authorities in Canada to lower pharmaceutical product pricing and service fees; the impact of divestitures or the acquisition of businesses that do not perform as we expect or that are difficult for us to integrate or control; our inability to successfully complete any other transaction that we may wish to pursue from time to time; changes in tax legislation or adverse resolution of challenges to our tax positions; increased costs of maintaining, or reductions in our ability to maintain, adequate liquidity and financing sources; volatility and deterioration of the capital and credit markets; and other economic, business, competitive, legal, tax, regulatory and/or operational factors affecting our business generally. Certain additional factors that management believes could cause actual outcomes and results to differ materially from those described in forward-looking statements are set forth (i) elsewhere in this report, (ii) in Item 1A (Risk Factors) in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2010 and elsewhere in that report and (iii) in other reports filed by the Company pursuant to the Exchange Act.

26

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

The Company’s most significant market risks are the effects of changing interest rates and foreign currency risk. See the discussion under “Liquidity and Capital Resources” in Item 2 on page 23.

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are intended to ensure that information required to be disclosed in the Company’s reports submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. These controls and procedures also are intended to ensure that information required to be disclosed in such reports is accumulated and communicated to management to allow timely decisions regarding required disclosures.

The Company’s Chief Executive Officer and Chief Financial Officer, with the participation of other members of the Company’s management, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a — 15(e) and 15d — 15(e) under the Exchange Act) and have concluded that the Company’s disclosure controls and procedures were effective for their intended purposes as of the end of the period covered by this report.

Changes in Internal Control over Financial Reporting

During the fiscal quarter ended December 31, 2010, the Company began to implement and use a new Enterprise Resource Planning (“ERP”) system, which, when completed, will handle the business and financial processes within ABDC’s operations and its corporate and administrative functions. The Company has modified and will continue to modify its internal controls relating to its business and financial processes throughout the entire ERP system implementation, which is expected to progress through the end of calendar 2012. While the Company believes that this new system and the related changes to internal controls will ultimately strengthen its internal controls over financial reporting, there are inherent risks in implementing any new ERP system and the Company will continue to evaluate and test control changes in order to provide certification as of its fiscal year ending September 30, 2011 on the effectiveness, in all material respects, of its internal controls over financial reporting.

27

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

See Note 6 (Legal Matters and Contingencies) of the Notes to the Consolidated Financial Statements set forth under Item 1 of Part I of this report for the Company’s current description of legal proceedings.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

(c) Issuer Purchases of Equity Securities

The following table sets forth the number of shares purchased, the average price paid per share, the total number of shares purchased as part of publicly announced programs, and the approximate dollar value of shares that may yet be purchased under the programs during each month in the quarter ended December 31, 2010.

					Total Number of		Approximate Dollar
	Total				Shares Purchased		Value of
	Number of		Average Price		as Part of Publicly		Shares that May Yet Be
	Shares		Paid per		Announced		Purchased
Period	Purchased		Share		Programs		Under the Programs
October 1 to October 31		1,421,316	$	30.74		1,421,316	$	554,396,942
November 1 to November 30		3,458,503	$	31.05		3,456,231	$	447,077,111
December 1 to December 31		1,077,385	$	31.83		1,074,760	$	412,869,237
Total		5,957,204				5,952,307

a)	In November 2009, the Company announced a program to purchase up to $500 million of its outstanding shares of common stock, subject to market conditions. During the three months ended December 31, 2010, the Company purchased 3.2 million shares for $98.1 million to complete its authorization under this program.
b)	In September 2010, the Company announced a new program to purchase up to $500 million of its outstanding shares of common stock, subject to market conditions. During the three months ended December 31, 2010, the Company purchased 2.8 million shares under this program for $87.1 million. There is no expiration date related to this new program.
c)	Employees surrendered 2,272 shares and 2,625 shares in November 2010 and December 2010, respectively, to meet tax-withholding obligations upon vesting of restricted stock.

28

ITEM 6. Exhibits

(a) Exhibits:

10.1	Second Amendment and Restatement of Employment Agreement, dated and effective as of November 11, 2010, between Registrant and Steven H. Collis (incorporated by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2010).
10.2	AmerisourceBergen Corporation Compensation Policy for Non-Employee Directors, effective as of November 11, 2010.
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1	Section 1350 Certification of Chief Executive Officer
32.2	Section 1350 Certification of Chief Financial Officer
101	Financial statements from the Quarterly Report on Form 10-Q of AmerisourceBergen Corporation for the quarter ended December 31, 2010, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to Consolidated Statements.

29

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	AMERISOURCEBERGEN CORPORATION
February 8, 2011	/s/ R. David Yost
	R. David Yost
	Chief Executive Officer
February 8, 2011	/s/ Michael D. DiCandilo
	Michael D. DiCandilo
	Executive Vice President and Chief Financial Officer

30

EXHIBIT INDEX

Exhibit
Number		Description
	10.1	Second Amendment and Restatement of Employment Agreement, dated and effective as of November 11, 2010, between the Registrant and Steven H. Collis (incorporated by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2010).
	10.2	AmerisourceBergen Corporation Compensation Policy for Non-Employee Directors, effective as of November 11, 2010.
	31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
	31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
	32.1	Section 1350 Certification of Chief Executive Officer
	32.2	Section 1350 Certification of Chief Financial Officer
	101	Financial statements from the Quarterly Report on Form 10-Q of AmerisourceBergen Corporation for the quarter ended December 31, 2010, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to Consolidated Statements.

31

EX-10.2

Exhibit 10.2

AMERISOURCEBERGEN CORPORATION
COMPENSATION POLICY FOR NON-EMPLOYEE DIRECTORS
(Effective November 11, 2010)

AmerisourceBergen Corporation (the “Corporation”) has established this Compensation Policy for Non-Employee Directors (the “Policy”) to provide each member of the Corporation’s Board of Directors (the “Board”) who is not an employee of the Corporation (a “Non-Employee Director”) with compensation for services performed as a Non-Employee Director, the terms of which are hereinafter set forth.

1. COMPENSATION

(a) Generally. Each Non-Employee Director will receive an annual award of cash and equity-based compensation for each year of service beginning each February 1 and ending the following January 31 (each a “Service Period”). The mix of cash and equity-based compensation for the Service Period in which services are provided must be elected by each Non-Employee Director and such election received by the Corporation prior to the December 31 preceding the Service Period, or within 30 days of initial appointment or election to the Board, as the case may be. If a Non-Employee Director does not file an election form with respect to a Service Period by the specified date, the Non-Employee Director will be deemed to have elected to receive the compensation in the manner elected by the Non-Employee Director in his or her last valid election, or if there had been no prior election, will be deemed to have elected to receive the maximum annual cash retainer. When an election is made with respect to a Service Period, the Non-Employee Director may not revoke or change that election with respect to such Service Period. The mix of cash and equity-based compensation is subject to the following:

(i) Annual Cash Retainer. To the extent not elected to be paid in the form of restricted stock, restricted stock units, stock options and/or deferred pursuant to Section 2 below, an annual cash retainer will be paid to each Non-Employee Director. The Chairman of the Board shall be eligible to earn a maximum annual cash retainer of $90,000. Non-Employee Directors not serving as the Chairman of the Board shall receive a maximum annual cash retainer of $60,000. Payment of the annual cash retainer will be made in equal quarterly installments in advance.

(1) Election to Receive Equity Awards in Lieu of Annual Cash Retainer. A Non-Employee Director may elect to forego 50% or more of the annual retainer compensation payable to the Non-Employee Director for a Service Period; provided that a newly-elected Non-Employee Director may elect to forego 50% or more of the retainer compensation payable to such Non-Employee Director for the period beginning on the date such Non-Employee Director first becomes a Non-Employee Director and ending the next succeeding January 31. An election to forego annual retainer compensation must be made on a form provided by the Secretary of the Corporation for such purpose and before such time described above in Section 1(a). A Non-Employee Director who elects to forego 50% or more of their annual retainer compensation may elect to receive either (A) an award of restricted stock (or, at the discretion of the Board, restricted stock units (“RSUs”)) for shares of the Corporation’s common stock (“Shares”)

having a Fair Market Value¹ of 125% of the amount of the foregone retainer compensation, or (B) an option award to purchase a number of Shares such that the Fair Value of such option award, measured as of the date of grant, is 150% of the foregone annual retainer. Stock option awards made pursuant to this Section shall be made annually on February 1 (or if February 1 is not a trading day, the first trading day thereafter) and “Fair Value” for this purpose shall be determined based on a binomial method of valuation, as determined by the Governance and Nominating Committee in good faith. Restricted stock awards and RSU awards under this Section will be made quarterly at such time the foregone retainer compensation would otherwise be payable. The number of Shares subject to a restricted stock award or RSU award under this Section shall be determined as the quotient of (x) 125% of the amount of the foregone quarterly retainer compensation divided by (y) the Fair Market Value per Share measured as of the date of grant.

(ii) Meeting Fees.

(1) Board Meetings. The Chairman of the Board shall receive $7,500 for each Board meeting attended in person. Non-Employee Directors not serving as Chairman of the Board shall receive $3,000 for each Board meeting attended in person.

(2) Committee Meetings. The Chairman of the Audit and Corporate Responsibility Committee and the Chairman of the Compensation and Succession Planning Committee shall each receive $5,000 for each committee meeting attended in person. The Chairman of the Governance and Nominating Committee shall receive $3,000 for each committee meeting attended in person. Non-Employee Directors (not serving as Chairman) serving on a committee shall receive $1,500 for each committee meeting attended in person.

(3) For each meeting attended telephonically, a Non-Employee Director shall receive 50% of the in-person meeting fee.

(iii) Annual Equity Award. Each Non-Employee Director who is elected or has been elected to serve as a member of the Board for the one-year period beginning on the date of the annual meeting of stockholders shall be granted an option to purchase a number of Shares such that the Fair Value (as defined above) of such option award, measured as of the date of such annual meeting, is $100,000.

¹ For purposes of this Policy, Fair Market Value means: (i) if the Shares are publicly traded, then the Fair Market Value per Share shall be determined as follows: (x) if the principal trading market for the Shares is a national securities exchange or the Nasdaq National Market, the price per share at the close of regular trading on the relevant date (or, if the relevant date is not a day in which the Shares are being traded, then the last such date before the relevant date), or (y) if the Shares are not principally traded on such exchange or market, the mean between the last reported “bid” and “asked” prices of Shares on the relevant date (or, if the relevant date is not a date upon which a sale was reported, as reported on Nasdaq or, if not so reported, as reported by the National Daily Quotation Bureau, Inc. or as reported in a customary financial reporting service, as applicable, then the last such date before the relevant date) and as the Committee determines; (ii) if the Shares are not publicly traded or, if publicly traded, are not subject to reported transactions or “bid” or “asked” quotations as set forth above, the Fair Market Value per Share shall be as determined by the Governance and Nominating Committee.

-2-

(iv) Initial Equity Awards.

(1) Restricted Shares. Each Non-Employee Director who first becomes a member of the Board shall be granted a restricted stock award for Shares having a Fair Market Value of $50,000. The number of Shares subject to such restricted stock award shall be determined as the quotient of (A) $50,000 divided by (B) the Fair Market Value per Share on the date the award is granted, rounded to the nearest whole Share.

(2) Stock Options. In its discretion, the Governance and Nominating Committee may also provide for one or more grants of options to any Non-Employee Director who becomes a Non-Employee Director at a time other than on the date of the annual meeting of stockholders to reflect the pro-rata portion of the $100,000 Fair Value reflecting the portion of such Non-Employee Director’s service on the Board for the one-year period scheduled to end at the next succeeding annual meeting.

(b) Terms of Equity Awards.

(i) All stock option, restricted stock and RSU awards made to Non-Employee Directors shall be made under and pursuant to the AmerisourceBergen Corporation Equity Incentive Plan (the “Equity Plan”)) and applicable Award Agreement², and such awards will only be made to the extent that Shares remain available for issuance under the Equity Plan. In the event of a conflict between any term of this Policy and the terms of the Equity Plan or Award Agreement, the terms of the Plan and Award Agreement shall control.

(ii) The vesting period applicable to an award of restricted stock or RSUs shall be the three-year period commencing on the date of grant. Stock option awards shall vest over three years, with one-third of the option vesting on each of the first, second and third anniversaries of the date of grant and shall only be exercisable pursuant to the terms set forth in the Equity Plan and applicable Award Agreement. The vesting of an award may be accelerated upon certain events as described in the applicable Award Agreement. Unless otherwise provided for in an Award Agreement, if a Non-Employee Director’s service on the Board terminates due to Voluntary Retirement, (1) the Non-Employee Director’s stock options shall continue to vest and become exercisable according to the schedule set forth in the applicable Award Agreement as if his service on the Board continued, and (2) the Non-Employee Director’s restricted stock and RSUs shall continue to vest and any RSUs will be delivered according to the schedule set forth in the applicable Award Agreement or deferral election as if his service on the Board continued. For purposes of this Policy, “Voluntary Retirement” means any voluntary termination of service on the Board by a Non-Employee Director after reaching age sixty-two (62) and completing five years (sixty (60) full months) of continuous service on the Board.

² For purposes of this Policy, Award Agreement means a written agreement or certificate granting an award of stock options, restricted stock or RSUs. An Award Agreement shall contain such terms and conditions as the Governance and Nominating Committee deems appropriate and that are not inconsistent with the terms of the Equity Plan.

-3-

(iii) The exercise price of each stock option grant shall be the closing price of a Share on the applicable date of grant.

(c) Prescription Drug Benefit. Non-Employee Directors participate in the Directors’ PAID Prescription Plan, which covers 100% of prescription drugs with no co-pay or co-insurance. The benefit is fully paid by the Corporation.

(d) Education Reimbursement Benefit. Non-Employee Directors are encouraged to attend continuing education courses relevant to their service on the Board and are reimbursed by the Corporation for reasonable expenses incurred in connection with such continuing education courses.

2. DEFERRAL ELECTIONS

(a) Cash Retainer and Fees. A Non-Employee Director may elect to defer any annual cash retainer and meeting fees payable with respect to a Service Period in accordance with the AmerisourceBergen Corporation 2001 Deferred Compensation Plan, incorporated herein by reference. The Non-Employee Director must file the deferral election form no later than the December 31 preceding the Service Period; provided however, that newly-elected Non-Employee Directors may elect to defer retainer and meeting fees within 30 days of initial appointment or election to the Board with respect to the retainer and fees that relate to service performed after the election. When a deferral election is made with respect to a Service Period, the Non-Employee Director may not revoke or change that election with respect to such Service Period.

(b) Restricted Stock Units. The Non-Employee Director may elect to defer settlement of Shares payable with respect to any restricted stock units that will be granted to the Non-Employee Director with respect to a Service Period, subject to the terms and conditions set forth in this Policy, the restricted stock unit deferral election form as adopted by the Corporation from time to time, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder, and the Equity Plan and applicable Award Agreement.

(i) The Non-Employee Director may elect to defer settlement of 100% of the restricted stock units that the Non-Employee Director elected to receive with respect to a Service Period pursuant to Section 1(a)(i)(1) above by filing a completed restricted stock unit deferral election form with the Secretary of the Corporation. The Non-Employee Director must file the deferral election form no later than the December 31 preceding the Service Period that includes the date of grant of the applicable RSU award; provided however, that newly-elected Non-Employee Directors may elect to defer settlement of restricted stock units within 30 days of initial appointment or election to the Board with respect to restricted stock units that relate to service performed after the election. When a deferral election is made with respect to a Service Period, the Non-Employee Director may not revoke or change that election with respect to such Service Period. The Non-Employee Director must irrevocably elect the specified date(s) and increment(s) with respect to which the Non-Employee Director will receive the Shares associated with the settlement of the restricted stock units that the Non-Employee Director has elected to defer (the “Settlement Date”) as provided under the deferral election form in accordance with such form. In the event that the Non-Employee Director fails to elect a Settlement Date, settlement of the restricted stock units, to the extent vested, will occur on the date of the Non-Employee Director’s “separation from service” (within the meaning of Section 409A of the Code and Treasury Regulations thereunder (a “Separation from Service”).

-4-

(ii) Subject to subsection (iii) below, the Non-Employee Director shall receive payment of the Shares on the Settlement Date(s) elected by the Non-Employee Director (or the date of the Non-Employee Director’s Separation from Service in the event that the Non-Employee Director fails to elect a Settlement Date) pursuant to the deferral election form described above, and only to the extent that such Shares vested.

(iii) Notwithstanding anything to the contrary herein, no deferred Shares subject to an RSU award shall be paid to the Non-Employee Director during the 6-month period following the Non-Employee Director’s Separation from Service if the Non-Employee Director is a “specified employee” at the time of such Separation from Service (as determined by the Corporation in accordance with Section 409A of the Code). If the payment of such deferred Shares is delayed as a result of the previous sentence, then on the first business day following the end of such 6-month period (or such earlier date upon which such amount can be paid under Section 409A of the Code without resulting in a prohibited distribution, including as a result of the Non-Employee Director’s death), the Corporation shall deliver to the Non-Employee Director the RSU Shares that would have otherwise been delivered to the Non-Employee Director during such period.

3. EXPENSE REIMBURSEMENT

The Non-Employee Director will be reimbursed for reasonable out-of-pocket travel expenses incurred in connection with attendance at Board and committee meetings, director education programs and other Board related activities in accordance with the Corporation’s plans or policies as in effect from time to time. To the extent that any such reimbursements are deemed to constitute compensation to the Non-Employee Director, such amounts shall be reimbursed no later than December 31 of the year following the year in which the expense was incurred. The amount of any expense reimbursements that constitute compensation in one year shall not affect the amount of expense reimbursements constituting compensation that are eligible for reimbursement in any subsequent year, and the Non-Employee Director’s right to such reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

4. OWNERSHIP REQUIREMENTS

In the first year after election to the Board, each Non-Employee Director must achieve and maintain ownership of stock equal in value (based on the Fair Market Value of Shares) to one times their applicable annual retainer. In the second year after election to the Board, each Non-Employee Director must achieve and maintain ownership of stock equal in value to two times their applicable annual retainer. From and after the third year following election to the Board, each Non-Employee Director must maintain ownership of stock equal in value to at least three times their applicable annual retainer. The Board may consider unusual market conditions when assessing compliance with this Section 4.

-5-

5. TAXES

In connection with the payment of compensation, grant or exercise of any equity award or the lapse of restrictions on any equity award contemplated by this Policy, the Corporation shall have the right to require the Non-Employee Director to take any action deemed necessary to protect its interests with respect to tax liabilities. The Corporation shall not be obligated to make any delivery or transfer of Shares until the Non-Employee Director has complied, to the Corporation’s satisfaction, with any withholding requirement, or until the Corporation has been indemnified to its satisfaction for any applicable tax, charge or assessment. The Corporation may deduct from other compensation payable by the Corporation the amount of any withholding taxes due with respect to any equity award.

6. AMENDMENT AND TERMINATION

This Policy may be amended or terminated by the Board at any time. A termination or amendment of this Policy that occurs after an equity award is granted shall not materially impair the rights of a Non-Employee Director unless the Non-Employee Director consents. The termination of this Policy shall not impair the power and authority of the Governance and Nominating Committee with respect to an outstanding equity award.

7. EFFECTIVE DATE

This Policy is approved by the Board of Directors effective as of November 11, 2010.

-6-

EX-31.1

Exhibit 31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

I, R. David Yost, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q (the “Report”) of AmerisourceBergen Corporation (the “Registrant”);

2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

(d) Disclosed in this Report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: February 8, 2011

/s/ R. David Yost R. David Yost

Chief Executive Officer

EX-31.2

Exhibit 31.2

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

I, Michael D. DiCandilo, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q (the “Report”) of AmerisourceBergen Corporation (the “Registrant”);

2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

(d) Disclosed in this Report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: February 8, 2011

/s/ Michael D. DiCandilo Michael D. DiCandilo

Executive Vice President and

Chief Financial Officer

EX-32.1

Exhibit 32.1

Section 1350 Certification of Chief Executive Officer

In connection with the Quarterly Report of AmerisourceBergen Corporation (the “Company”) on Form 10-Q for the quarter ended December 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, R. David Yost, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ R. David Yost R. David Yost

Chief Executive Officer

February 8, 2011

EX-32.2

Exhibit 32.2

Section 1350 Certification of Chief Financial Officer

In connection with the Quarterly Report of AmerisourceBergen Corporation (the “Company”) on Form 10-Q for the quarter ended December 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael D. DiCandilo, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Michael D. DiCandilo Michael D. DiCandilo

Executive Vice President and

Chief Financial Officer

February 8, 2011