10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED  June 30, 2013

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES 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  x  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  x  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 x  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  x

The number of shares of common stock of AmerisourceBergen Corporation outstanding as of July 31, 2013 was 230,903,118.

AMERISOURCEBERGEN CORPORATION

TABLE OF CONTENTS

	Page No.
Part I. FINANCIAL INFORMATION
Item 1.     Financial Statements (Unaudited)
Consolidated Balance Sheets, June 30, 2013 and September 30, 2012	2
Consolidated Statements of Operations for the three and nine months ended June 30, 2013 and 2012	3
Consolidated Statements of Comprehensive Income for the three and nine months ended June 30, 2013 and 2012	4
Consolidated Statements of Cash Flows for the nine months ended June 30, 2013 and 2012	5
Notes to Consolidated Financial Statements	6
Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.     Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.     Controls and Procedures	30
Part II. OTHER INFORMATION
Item 1.     Legal Proceedings	31
Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 6.     Exhibits	32
SIGNATURES	33

1

PART I. FINANCIAL INFORMATION

ITEM I. Financial Statements (Unaudited)

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	June 30,			September 30,
(in thousands, except share and per share data)	2013			2012
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,567,585		$	1,066,608
Accounts receivable, less allowances for returns and doubtful accounts: $351,221 at June 30, 2013 and $338,245 at September 30, 2012	4,585,488			3,784,619
Merchandise inventories	5,895,089			5,472,010
Prepaid expenses and other	90,911			72,374
Assets held for sale	—			662,853
Total current assets	12,139,073			11,058,464
Property and equipment, at cost:
Land	37,538			33,009
Buildings and improvements	321,834			324,264
Machinery, equipment and other	1,057,279			942,604
Total property and equipment	1,416,651			1,299,877
Less accumulated depreciation	(639,560		)	(556,193		)
Property and equipment, net	777,091			743,684
Goodwill and other intangible assets	3,504,803			3,523,432
Other assets	158,365			116,676
TOTAL ASSETS	$	16,579,332		$	15,442,256
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	11,009,224		$	9,492,589
Accrued expenses and other	441,017			570,210
Deferred income taxes	991,407			963,081
Liabilities held for sale	—			239,706
Total current liabilities	12,441,648			11,265,586
Long-term debt	1,396,439			1,395,931
Other liabilities	323,051			325,897
Stockholders’ equity:
Common stock, $0.01 par value - authorized: 600,000,000 shares; issued and outstanding: 267,137,701 shares and 230,795,299 shares at June 30, 2013, respectively, and 262,542,659 shares and 235,394,281 shares at September 30, 2012, respectively	2,671			2,625
Additional paid-in capital	2,398,239			2,252,470
Retained earnings	1,506,102			1,270,423
Accumulated other comprehensive loss	(55,097		)	(32,657		)
Treasury stock, at cost: 36,342,402 shares at June 30, 2013 and 27,148,378 shares at September 30, 2012	(1,433,721		)	(1,038,019		)
Total stockholders’ equity	2,418,194			2,454,842
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	16,579,332		$	15,442,256

See notes to consolidated financial statements.

2

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three months ended					Nine months ended
	June 30,					June 30,
(in thousands, except per share data)	2013		2012			2013			2012
Revenue	$	21,906,648	$	19,326,807		$	63,490,127		$	59,016,363
Cost of goods sold	21,344,198		18,658,941			61,549,860			57,095,494
Gross profit	562,450		667,866			1,940,267			1,920,869
Operating expenses:
Distribution, selling, and administrative	331,173		303,812			975,409			823,418
Depreciation	34,395		29,552			99,338			81,278
Amortization	6,743		5,981			20,352			14,603
Warrants	35,815		—			39,576			—
Employee severance, litigation and other	19,678		4,135			21,383			16,721
Operating income	134,646		324,386			784,209			984,849
Other loss (income)	525		(4,785		)	1,251			(4,917		)
Interest expense, net	18,190		23,771			55,225			69,432
Income before income taxes	115,931		305,400			727,733			920,334
Income taxes	51,821		115,223			284,859			349,422
Income from continuing operations	64,110		190,177			442,874			570,912
Income (loss) from discontinued operations, net of income taxes	104,329		(8,906		)	(60,190		)	(15,420		)
Net income	$	168,439	$	181,271		$	382,684		$	555,492
Earnings per share:
Basic earnings per share:
Continuing operations	$	0.28	$	0.75		$	1.91		$	2.23
Discontinued operations	0.45		(0.04		)	(0.26		)	(0.06		)
Rounding	—		0.01			—			—
Total	$	0.73	$	0.72		$	1.65		$	2.17
Diluted earnings per share:
Continuing operations	$	0.27	$	0.74		$	1.88		$	2.19
Discontinued operations	0.44		(0.03		)	(0.26		)	(0.06		)
Rounding	—		—			0.01			—
Total	$	0.71	$	0.71		$	1.63		$	2.13
Weighted average common shares outstanding:
Basic	231,002		252,116			231,273			256,260
Diluted	235,669		255,725			235,428			260,404
Cash dividends declared per share of common stock	$	0.21	$	0.13		$	0.63		$	0.39

See notes to consolidated financial statements.

3

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three months ended					Nine months ended
	June 30,					June 30,
(in thousands)	2013		2012			2013			2012
Net income	$	168,439	$	181,271		$	382,684		$	555,492
Other comprehensive income (loss):
Net change in foreign currency translation adjustments	1,067		(5,202		)	(22,574		)	6,266
Other	80		27			134			81
Total other comprehensive income (loss)	1,147		(5,175		)	(22,440		)	6,347
Total comprehensive income	$	169,586	$	176,096		$	360,244		$	561,839

See notes to consolidated financial statements.

4

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine months ended June 30,
(in thousands)	2013			2012
OPERATING ACTIVITIES
Net income	$	382,684		$	555,492
Loss from discontinued operations	60,190			15,420
Income from continuing operations	442,874			570,912
Adjustments to reconcile income from continuing operations to net cash provided by operating activities:
Depreciation, including amounts charged to cost of goods sold	102,737			81,965
Amortization, including amounts charged to interest expense	23,908			18,636
Provision for doubtful accounts	7,922			22,300
Provision for deferred income taxes	12,390			45,897
Warrant expense	39,576			—
Share-based compensation	26,900			18,437
Other	(5,873		)	(5,288		)
Changes in operating assets and liabilities, excluding the effects of acquisitions:
Accounts receivable	(835,697		)	122,297
Merchandise inventories	(399,087		)	207,607
Prepaid expenses and other assets	(65,656		)	48,766
Accounts payable, accrued expenses, and income taxes	1,380,353			(228,351		)
Other liabilities	4,692			(12,035		)
Net cash provided by operating activities - continuing operations	735,039			891,143
Net cash provided by (used in) operating activities - discontinued operations	84,025			(131,088		)
NET CASH PROVIDED BY OPERATING ACTIVITIES	819,064			760,055
INVESTING ACTIVITIES
Capital expenditures	(137,927		)	(92,881		)
Cost of acquired companies, net of cash acquired	—			(778,755		)
Proceeds from sales of businesses	331,630			—
Other	523			23
Net cash provided by (used in) investing activities - continuing operations	194,226			(871,613		)
Net cash used in investing activities - discontinued operations	(11,672		)	(34,712		)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES	182,554			(906,325		)
FINANCING ACTIVITIES
Long-term debt borrowings	—			499,290
Long-term debt repayments	—			(55,000		)
Borrowings under revolving and securitization credit facilities	2,330,000			30,500
Repayments under revolving and securitization credit facilities	(2,330,000		)	(30,500		)
Purchases of common stock	(401,091		)	(514,258		)
Exercises of stock options, including excess tax benefits of $35,275 and $21,490 in fiscal 2013 and 2012, respectively	132,766			91,092
Cash dividends on common stock	(147,005		)	(100,081		)
Purchases of capped call options	(27,906		)	—
Debt issuance costs and other	(6,867		)	(10,528		)
Net cash used in financing activities - continuing operations	(450,103		)	(89,485		)
Net cash (used in) provided by financing activities - discontinued operations	(50,538		)	65,513
NET CASH USED IN FINANCING ACTIVITIES	(500,641		)	(23,972		)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	500,977			(170,242		)
Cash and cash equivalents at beginning of period	1,066,608			1,825,990
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	1,567,585		$	1,655,748

See notes to consolidated financial statements.

5

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 June 30, 2013 and the results of operations and cash flows for the interim periods ended June 30, 2013 and 2012 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 Exhibit 99.1 of the Company’s Current Report on Form 8-K filed on July 16, 2013, which retrospectively revised the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2012.

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.

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

Note 2.  Discontinued Operations

In May 2013, the Company completed the divestiture of its packaging and clinical trials services business, AndersonBrecon (“AB”), and completed the divestiture of AmerisourceBergen Canada Corporation (“ABCC”).  The Company previously committed to a plan to divest both businesses and therefore classified AB and ABCC’s assets and liabilities as held for sale in the accompanying consolidated balance sheets and classified AB and ABCC’s operating results, net of tax, as discontinued operations in the accompanying consolidated statements of operations for all periods presented.  Prior to being classified within discontinued operations, AB was included in Other and ABCC was included in Pharmaceutical Distribution for segment reporting.  AB and ABCC’s revenue and income (loss) before income taxes were as follows:

	Three months ended June 30,					Nine months ended June 30,
(in thousands)	2013		2012			2013			2012
Revenue	$	265,724	$	442,577		$	1,181,232		$	1,194,481
Income (loss) before income taxes	$	105,950	$	(11,607	)	$	(50,663	)	$	(19,892	)

The income before income taxes in the three months ended June 30, 2013 includes a $114.3 million gain on the sale of AB and an $8.9 million increase to the previously estimated loss on sale of ABCC.  The loss in the nine months ended June 30, 2013 also includes a goodwill impairment charge of $26.9 million and the initial estimated $134.8 million loss on the sale of ABCC.  Both divestitures are subject to final purchase price working capital adjustments.

6

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The gain on the sale of AB and the loss on the sale of ABCC include the reclassification of $9.3 million of cumulative foreign currency translation losses included within accumulated other comprehensive income.  The loss on the sale of ABCC will offset the gain on the sale of AB, and as a result, there is no impact on income tax expense.

The Company sold AB for $308.1 million and sold ABCC for $67.9 million, including a C$50.0 million note due from the buyer, with interest accruing at 3% annually, and scheduled monthly payments to be made over a seven-year term commencing in June 2013.  The Company entered into a foreign currency denominated contract to hedge the foreign currency exchange risk associated with the Canadian Note.

The following table summarizes the assets and liabilities of AB and ABCC when they were classified as held for sale (in thousands):

	September 30,
	2012
Assets:
Accounts receivable	$	187,179
Merchandise inventories	249,463
Property and equipment, net	131,907
Goodwill and other intangible assets	85,163
Other assets	9,141
Assets held for sale	662,853
Liabilities:
Accounts payable	152,110
Accrued expenses and other	16,554
Other liabilities	71,042
Liabilities held for sale	239,706
Net assets	$	423,147

Note 3.  Income Taxes

The Company files income tax returns in U.S. federal and state jurisdictions as well as various foreign jurisdictions.  As of June 30, 2013, 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 $50.9 million ($36.0 million, net of federal benefit).  If recognized, these tax benefits would reduce income tax expense and the effective tax rate.  Included in this amount is $7.9 million of interest and penalties, which the Company records in income tax expense.  During the nine months ended June 30, 2013, unrecognized tax benefits increased by $7.6 million.  During the next 12 months, it is reasonably possible that state tax audit resolutions and the expiration of statutes of limitations could result in a reduction of unrecognized tax benefits by approximately $3.3 million.

In March 2013, the Company issued Warrants in connection with the announcement of various agreements and arrangements with Walgreen Co. (“Walgreens”) and Alliance Boots GmbH (“Alliance Boots”).  See Note 6 for further details.  As of the date of issuance, the Warrants were valued at $242.4 million, which approximates the amount that will be deductible for income tax purposes.  The fair value of the Warrants as of June 30, 2013 was $467.6 million.  The excess of the fair value as of June 30, 2013 over the initial value of $242.4 million is not tax deductible.  As a result, the Company’s current effective income tax rate, which includes the impact of the Warrants, is higher than its historical rate.

7

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 4.  Goodwill and Other Intangible Assets

Following is a summary of the changes in the carrying value of goodwill, by reportable segment, for the nine months ended June 30, 2013 (in thousands):

	Pharmaceutical Distribution			Other		Total
Goodwill at September 30, 2012	$	2,422,975		$	520,009	$	2,942,984
Foreign currency translation and other	(1,437		)	3,000		1,563
Goodwill at June 30, 2013	$	2,421,538		$	523,009	$	2,944,547

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

	June 30, 2013							September 30, 2012
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Indefinite-lived intangibles - trade names	$	343,845	$	—		$	343,845	$	344,004	$	—		$	344,004
Finite-lived intangibles:
Customer relationships	265,739		(75,989		)	189,750		265,981		(61,865		)	204,116
Other	68,202		(41,541		)	26,661		67,896		(35,568		)	32,328
Total other intangible assets	$	677,786	$	(117,530	)	$	560,256	$	677,881	$	(97,433	)	$	580,448

Amortization expense for other intangible assets was $20.4 million and $14.6 million in the nine months ended June 30, 2013 and 2012, respectively.  Amortization expense for other intangible assets is estimated to be $27.1 million in fiscal 2013, $25.4 million in fiscal 2014, $21.4 million in fiscal 2015, $20.4 million in fiscal 2016, $16.9 million in fiscal 2017, and $125.6 million thereafter.

8

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 5.  Debt

Debt consisted of the following (in thousands):

	June 30,		September 30,
	2013		2012
Receivables securitization facility due 2016	$	—	$	—
Multi-currency revolving credit facility due 2018	—		—
Revolving credit note	—		—
$500,000, 5 7/8% senior notes due 2015	499,304		499,091
$400,000, 4 7/8% senior notes due 2019	397,726		397,485
$500,000, 3 1/2% senior notes due 2021	499,409		499,355
Total debt	$	1,396,439	$	1,395,931

The Company has a multi-currency senior unsecured revolving credit facility for $700 million, which was scheduled to expire in November 2017 (the “Multi-Currency Revolving Credit Facility”), with a syndicate of lenders.  In July 2013, the Company entered into an amendment with the syndicate of lenders primarily to increase the capacity of the Multi-Currency Revolving Credit Facility to $1.4 billion and to extend the maturity date to July 2018.  Interest on borrowings under the Multi-Currency Revolving Credit Facility accrues at specified rates based on the Company’s debt rating and ranges from 68 basis points to 155 basis points (68 basis points to 130 basis points effective with the July 2013 amendment) over LIBOR/EURIBOR/Bankers Acceptance Stamping Fee, as applicable (90 basis points over LIBOR/EURIBOR/Bankers Acceptance Stamping Fee at June 30, 2013).  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 facility fees to maintain the availability under the Multi-Currency Revolving Credit Facility at specified rates based on its debt rating, ranging from 7 basis points to 20 basis points, annually, of the total commitment (10 basis points at June 30, 2013).  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 commercial paper program whereby it may from time to time issue short-term promissory notes in an aggregate amount of up to $700 million at any one time.  Amounts available under the program may be borrowed, repaid, and re-borrowed from time to time.  The maturities on the notes will vary, but may not exceed 365 days from the date of issuance.  The notes will bear interest rates, if interest bearing, or will be sold at a discount from their face amounts.  The commercial paper program does not increase the Company’s borrowing capacity as it is fully backed by the Company’s Multi-Currency Revolving Credit Facility.  There were no borrowings outstanding under the commercial paper program at June 30, 2013.

In June 2013, the Company entered into an amendment to its receivables securitization facility (“Receivables Securitization Facility”) to increase the availability under the facility from $700 million to $950 million and extend the expiration date of the facility from November 2015 to June 2016.  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 75 basis points.  The Company pays an unused fee of 40 basis points, annually, to maintain the availability under the Receivables Securitization Facility.  At June 30, 2013, 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 Company has an uncommitted, unsecured line of credit available to it pursuant to a revolving credit note (“Revolving Credit Note”) for an aggregate principal amount not to exceed $45 million.  The Revolving Credit Note provides the Company with the ability to request short-term unsecured revolving credit loans from time to time in a principal amount not to exceed $45 million at any time outstanding.  At June 30, 2013, there were no borrowings outstanding under the Revolving Credit Note.

9

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 6.  Stockholders’ Equity and Earnings per Share

In November 2012, the Company’s board of directors increased the quarterly cash dividend by 62% from $0.13 per share to $0.21 per share.

In May 2012, the Company’s board of directors authorized a program allowing the Company to purchase up to $750 million of its outstanding shares of common stock, subject to market conditions.  In August 2012, the Company entered into an Accelerated Share Repurchase (“ASR”) transaction with a financial institution and paid $650 million for an initial delivery of 16.8 million shares.  The initial payment of $650 million funded stock purchases of $647.2 million, $2.0 million of previously declared dividends that were scheduled to be paid in September 2012, and $0.8 million in other fees.  The number of shares ultimately purchased was based on the volume-weighted average price of the Company’s common stock during the term of the ASR.  The ASR transaction was settled in October 2012, at which time the Company received 0.1 million incremental shares.  In addition to the ASR transaction, during the fiscal year ended September 30, 2012, the Company purchased 0.2 million shares of its common stock for a total of $5.9 million and during the three months ended December 31, 2012, the Company purchased 0.6 million shares of its common stock for $25.7 million under this program.  This program was closed in the three months ended December 31, 2012 as a result of the November 2012 ASR transaction (see below).

In November 2012, the Company’s board of directors authorized a new program allowing the Company to purchase up to $750 million of its outstanding shares of common stock, subject to market conditions.  Subsequently, in November 2012, the Company entered into an ASR transaction with a financial institution and paid $250 million for a delivery of 6.2 million shares.  The initial payment of $250 million funded stock purchases of $248.5 million, $1.3 million of previously declared dividends that were scheduled to be paid in December 2012, and $0.2 million in other fees.  The amount ultimately paid was based on the volume-weighted average price of the Company’s common stock during the term of the ASR.  The ASR transaction was settled in December 2012, at which time the Company paid the financial institution a cash settlement of $10.3 million.  The Company applied 1.7 million shares for $71.2 million to the May 2012 share repurchase program, which completed its authorization under that program.  The Company applied the remaining 4.5 million shares from the November 2012 ASR for $187.6 million to the November 2012 share repurchase program.  In addition to the ASR transaction, during the three months ended June 30, 2013, the Company purchased 2.1 million shares of its common stock for $116.4 million.  The Company had $446.1 million of availability remaining under this share repurchase program as of June 30, 2013.

In March 2013, the Company, Walgreens, and Alliance Boots announced various agreements and arrangements pursuant to which Walgreens and Alliance Boots together were granted the right to purchase a minority equity position in the Company, beginning with the right, but not the obligation, to purchase up to 19,859,795 shares of the Company’s common stock (approximately 7% of the Company’s common stock, on a fully diluted basis as of the date of issuance, assuming the exercise in full of the Warrants, as defined below) in open market transactions.  In connection with these arrangements, Walgreens Pharmacy Strategies, LLC, a wholly owned subsidiary of Walgreens, was issued (a) a warrant to purchase up to 11,348,456 shares of the Company’s common stock at an exercise price of $51.50 per share exercisable during a six month period beginning in March 2016, and (b) a warrant to purchase up to 11,348,456 shares of the Company’s common stock at an exercise price of $52.50 per share exercisable during a six-month period beginning in March 2017 and Alliance Boots Luxembourg S.à.r.l., a wholly owned subsidiary of Alliance Boots, was issued (a) a warrant to purchase up to 11,348,456 shares of the Company’s common stock at an exercise price of $51.50 per share exercisable during a six-month period beginning in March 2016 and (b) a warrant to purchase up to 11,348,456 shares of the Company’s common stock at an exercise price of $52.50 per share exercisable during a six-month period beginning in March 2017 (collectively, the “Warrants”).

The Company’s accounting for the Warrants has been determined in accordance with the guidance for equity-based payments to non-employees.  The various agreements and arrangements with Walgreens and Alliance Boots established various performance commitments that they must satisfy during the vesting periods of the Warrants, and if not fulfilled, the Company has the

10

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

right to cancel the Warrants.  The fair value of the Warrants was initially measured at the date of issuance, and is expensed over the three and four year vesting periods as an operating expense.  The fair value of the Warrants will be re-measured at the end of each reporting period, and an adjustment will be recorded, if necessary, in the statement of operations to record the impact as if the newly measured fair value of the awards had been used in recognizing expense starting when the awards were originally issued and through the remeasurement date.  As a result, future Warrant expense could fluctuate significantly.

With the assistance of a third-party valuation firm, the Company valued these Warrants as of March 18, 2013 (date of issuance) and updated the valuation each subsequent quarter end using a binomial lattice model approach.  As of June 30, 2013, the Warrants with an exercise price of $51.50 were valued at $9.94 per share and the Warrants with an exercise price of $52.50 were valued at $10.66 per share.  In total, the Warrants were valued at $467.6 million as of June 30, 2013.  The valuation of the Warrants considers the Company’s common stock price and various assumptions, such as the volatility of the Company’s common stock, the expected remaining life of the Warrants, the expected dividend yield, and the risk-free interest rate.

In June 2013, the Company commenced a hedging strategy to partially mitigate the impact of future increases in the market price of its common stock on its plan to repurchase shares of its common stock to offset the potential dilution associated with the Warrants upon their exercise.  The Company’s strategy was implemented by entering into a contract with a financial institution pursuant to which it will execute a series of issuer capped call option transactions (“Capped Calls”).  The Company intends to repurchase shares approximating 60% of the potential dilution associated with the Warrants upon their exercise using this hedging strategy.  However, the hedge execution will be based upon market conditions and may be stopped at any time by the Company.

Through June 30, 2013, the Company purchased Capped Calls on 4.7 million shares of its common stock for a total premium of $43.5 million, which was recorded as a reduction of paid-in capital.  The Capped Calls permit the Company to acquire shares of its common stock at strike prices of $51.50 and $52.50 and have expiration dates ranging from February 2016 through October 2017.  The Capped Calls permit net share settlement, which is limited by caps in the market price of the Company’s common stock.  The Company has accounted for the Capped Calls as equity contracts.

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, restricted stock units, and the Warrants.

	Three months ended		Nine months ended
	June 30,		June 30,
(in thousands)	2013	2012	2013	2012
Weighted average common shares outstanding - basic	231,002	252,116	231,273	256,260
Effect of dilutive securities: stock options, restricted stock, and restricted stock units	4,667	3,609	4,155	4,144
Weighted average common shares outstanding - diluted	235,669	255,725	235,428	260,404

There were no potentially dilutive stock options that were antidilutive for the three and nine months ended June 30, 2013.  The potentially dilutive stock options that were antidilutive for the three and nine months ended June 30, 2012 were 6.4 million and 4.6 million, respectively.

For each reporting period, the dilutive impact of the shares potentially issuable upon exercise of the Warrants is required to be calculated using the treasury stock method.  Under this approach, the diluted number of shares is determined by dividing the assumed proceeds of the Warrants by the average stock price during the reporting period and then comparing that amount against the number of the Warrants issued.  The assumed proceeds are calculated by multiplying the number of shares underlying the Warrants by

11

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

the exercise price, plus the amount of unrecognized expense during the period.  The unrecognized expense represents the difference between the fair value of Warrants as of the balance sheet date and the cumulative amount of Warrant expense recognized in the Company’s Consolidated Statements of Operations.  The inclusion of the unrecognized expense in the calculation of assumed proceeds has the effect of reducing the dilutive impact of the Warrants, particularly in the earlier periods of the life of the Warrants.  As a result, the Warrants were antidilutive for the three and nine months ended June 30, 2013.

Note 7.  Employee Severance, Litigation and Other

During fiscal 2012, the Company introduced a number of initiatives, some of which were made possible as a result of efficiencies gained through the implementation of the Company’s enterprise resource planning system, to improve its operating efficiency across many of its businesses and certain administrative functions.  In connection with these initiatives, the Company recorded $34.7 million of severance and other related costs in fiscal 2012.  Other costs included an estimated $10.3 million liability to exit our participation in a multi-employer pension plan resulting from a planned AmerisourceBergen Drug Corporation (“ABDC”) distribution facility closure in fiscal 2013.  Through June 30, 2013, 297 employees have been severed related to the fiscal 2012 initiatives.

In the nine months ended June 30, 2013, the Company incurred $22.8 million of deal-related transaction costs (primarily related to professional fees with respect to the Walgreens and Alliance Boots transaction), $4.5 million of facility closure and other costs, and reversed $5.9 million of severance costs that were initially recorded in connection with the fiscal 2012 initiatives.  As a result of the recently announced Walgreens ten-year pharmaceutical distribution agreement, the Company terminated a significant portion of its previously planned fiscal 2012 initiatives.

In December 2012, the Company paid $16 million to settle a qui tam matter, which was accrued within Litigation and Other as of September 30, 2012.

The following table displays the activity in accrued expenses and other from September 30, 2012 to June 30, 2013 related to the matters discussed above (in thousands):

	Employee			Litigation and
	Severance			Other			Total
Balance as of September 30, 2012	$	30,982		$	17,853		$	48,835
Expense recorded during the period	(1,420		)	22,803			21,383
Payments made during the period	(11,718		)	(39,358		)	(51,076		)
Balance as of June 30, 2013	$	17,844		$	1,298		$	19,142

Note 8. 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.  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.

12

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Qui Tam Matter

The qui tam provisions of the federal civil False Claims Act and various state and local civil False Claims Acts permit a private person, known as a “relator” or whistleblower, to file civil actions under these statutes on behalf of the federal, state and local governments.  Such cases may involve allegations around the marketing, sale and/or purchase of pharmaceutical products.  Qui tam complaints are initially filed by the relator under seal (or on a confidential basis) and the filing of the complaint imposes obligations on government authorities to investigate the allegations in the complaint and to determine whether or not to intervene in the action.  Qui tam complaints remain sealed until the court in which the case was filed orders otherwise.

The Company has learned that there are filings in one or more federal district courts, including a qui tam complaint filed by one of its former employees, that are under seal and may involve allegations against the Company (and/or subsidiaries or businesses of the Company, including its group purchasing organization for oncologists and its oncology distribution business) relating to its distribution of certain pharmaceutical products to providers. AmerisourceBergen Specialty Group, Inc. (“ABSG”) has also received subpoenas from the United States Attorney’s Office for the Eastern District of New York (“USAO”) requesting production of documents and information relating to ABSG’s oncology distribution center and pharmacy in Dothan, Alabama, and its group purchasing organization for oncologists, which the Company believes could be related to one or more of the qui tam actions that remain under seal. The Company is in the process of responding to the subpoenas and is cooperating fully with the USAO.  The Company cannot predict the outcome of any pending action in which any AmerisourceBergen entity is or may become a defendant.

Subpoena from the United States Attorney’s Office in New Jersey

On May 4, 2012, the Company’s subsidiary, ABDC, received a subpoena from the United States Attorney’s Office in New Jersey (the “USAO”) in connection with a grand jury proceeding requesting documents concerning ABDC’s program for controlling and monitoring diversion of controlled substances into channels other than for legitimate medical, scientific, and industrial purposes. ABDC also received a subpoena from the Drug Enforcement Administration (“DEA”) in connection with the matter. In addition to requesting information on ABDC’s diversion control program generally, the subpoenas also request documents concerning specific customers’ purchases of controlled substances. ABDC has responded to the subpoenas and is cooperating fully with the USAO and the DEA. The Company cannot predict the outcome of this matter.

West Virginia Complaint

On June 26, 2012, the Attorney General of the State of West Virginia (“West Virginia”) filed a complaint (the “Complaint”) in the Circuit Court of Boone County, West Virginia, against a number of pharmaceutical wholesale distributors, including the Company’s subsidiary, ABDC, alleging, among other things, that the distributors failed to provide effective controls and procedures to guard against diversion of controlled substances for illegitimate purposes in West Virginia. The Complaint also alleges that the distributors acted negligently by distributing controlled substances to pharmacies that serve individuals who abuse prescription pain medication and were unjustly enriched by such conduct, violated consumer credit and protection laws, created a public nuisance, and violated state antitrust laws in connection with the distribution of controlled substances. West Virginia is seeking injunctive relief to enjoin alleged violations of state regulations requiring suspicious order monitoring and reporting and to require defendants to fund a medical monitoring treatment program. The Complaint also seeks a jury trial to determine any losses and damages sustained by West Virginia as a result of the defendants’ alleged conduct. On July 26, 2012, one of the defendants, J.M. Smith Corporation d/b/a Smith Drug Company, filed a Notice of Removal from the Circuit Court of Boone County, West Virginia to the United States District Court for the Southern District of West Virginia, and ABDC and all other defendants filed Consents to Removal. On August 27, 2012, West Virginia filed a Motion to Remand, to which J.M. Smith Corporate d/b/a Smith Drug Company, joined by all other defendants, filed a reply. On March 27, 2013, the Court granted West Virginia’s Motion to Remand.  The Company cannot predict the outcome of this matter.

13

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 9.  Litigation Settlements

Antitrust Settlements

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 named a 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 have gone to trial, but some have settled in the past with the Company receiving proceeds from the settlement funds.  During the three and nine months ended June 30, 2013, the Company recognized gains of $6.0 million and $21.7 million, respectively, relating to the above-mentioned class action lawsuits.  The Company recognized no such gains during the three and nine months ended June 30, 2012.  These gains, which are net of attorney fees and estimated payments due to other parties, were recorded as reductions to cost of goods sold in the Company’s consolidated statements of operations.

Note 10.  Fair Value of Financial Instruments

The recorded amounts of the Company’s cash and cash equivalents, accounts receivable and accounts payable at June 30, 2013 and September 30, 2012 approximate fair value based upon the relatively short-term nature of these financial instruments.  Within cash and cash equivalents, the Company had $559.0 million of investments in money market accounts as of June 30, 2013.  The Company had $230.0 million of investments in money market accounts as of September 30, 2012.  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 inputs.  The recorded amount of debt (see Note 5) and the corresponding fair value as of June 30, 2013 were $1,396.4 million and $1,502.1 million, respectively.  The recorded amount of debt and the corresponding fair value as of September 30, 2012 were $1,395.9 million and $1,584.7 million, respectively.  The fair values of debt were determined based on quoted market prices, otherwise known as Level 2 inputs.

Note 11.  Business Segment Information

The Company is organized based upon the products and services it provides to its customers.  The Company’s operations are comprised of the Pharmaceutical Distribution reportable segment and Other.  The Pharmaceutical Distribution reportable segment consists of the ABDC and ABSG operating segments.  Other consists of the AmerisourceBergen Consulting Services (“ABCS”) and World Courier Group, Inc. (“World Courier”) operating segments.

14

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The following tables illustrate reportable segment information for the three and nine months ended June 30, 2013 and 2012 (in thousands):

	Revenue
	Three months ended						Nine months ended
	June 30,						June 30,
	2013			2012			2013			2012
Pharmaceutical Distribution	$	21,490,543		$	18,985,491		$	62,300,468		$	58,243,723
Other	466,710			397,452			1,329,984			903,178
Intersegment eliminations	(50,605		)	(56,136		)	(140,325		)	(130,538		)
Revenue	$	21,906,648		$	19,326,807		$	63,490,127		$	59,016,363

Intersegment eliminations primarily represent the elimination of certain ABCS sales to the Pharmaceutical Distribution reportable segment.

	Operating Income
	Three months ended						Nine months ended
	June 30,						June 30,
	2013			2012			2013			2012
Pharmaceutical Distribution	$	165,079		$	307,345		$	774,599		$	947,064
Other	25,060			21,176			70,569			54,506
Warrants	(35,815		)	—			(39,576		)	—
Employee severance, litigation and other	(19,678		)	(4,135		)	(21,383		)	(16,721		)
Operating income	134,646			324,386			784,209			984,849
Other loss (income)	525			(4,785		)	1,251			(4,917		)
Interest expense, net	18,190			23,771			55,225			69,432
Income before income taxes	$	115,931		$	305,400		$	727,733		$	920,334

Segment operating income is evaluated before Warrant expense; employee severance, litigation and other; other loss (income); and interest expense, net.  All corporate office expenses are allocated to ABDC and ABSG within the Pharmaceutical Distribution reportable segment and to ABCS and World Courier within Other.

15

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 Exhibit 99.1 of our Current Report on Form 8-K filed on July 16, 2013, which retrospectively revised the financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2012.

We are a pharmaceutical services company serving the United States, Canada and select global markets.  We provide drug distribution and related healthcare services and solutions to our pharmacy, physician, and manufacturer customers.  We are organized based upon the products and services we provide to our customers.  Our operations are comprised of the Pharmaceutical Distribution reportable segment and Other.

As of September 30, 2012, we committed to a plan to divest AndersonBrecon (a business unit within AmerisourceBergen Consulting Services) and in March 2013, we committed to a plan to divest AmerisourceBergen Canada Corporation (a business unit within AmerisourceBergen Drug Corporation); therefore, their operations are classified as discontinued operations for all periods presented.  AndersonBrecon and AmerisourceBergen Canada Corporation were both divested in May 2013.  All historical information provided herein has been retroactively adjusted to conform to our current presentation.

Recent Developments

On March 19, 2013, we, Walgreen Co. (“Walgreens”) and Alliance Boots GmbH (“Alliance Boots”) announced various agreements and arrangements, including a ten-year pharmaceutical distribution agreement between Walgreens and us pursuant to which Walgreens will source branded and generic pharmaceutical products from us; an agreement which provides us with the ability to access generics and related pharmaceutical products through Walgreens Boots Alliance Development GmbH, a global sourcing joint venture between Walgreens and Alliance Boots; opportunities to accelerate our efforts to grow our specialty and manufacturer services businesses domestically and internationally; and agreements and arrangements pursuant to which Walgreens and Alliance Boots together have the right, but not the obligation, to purchase a minority equity position in us and gain associated representation on our board of directors in certain circumstances.  We were already distributing mail order and other pharmaceutical products for Walgreens.  The ten-year distribution agreement will expand our relationship to include the distribution of branded and generic pharmaceutical products for Walgreens.  As part of the transition to the new arrangement, effective as of September 1, 2013, Walgreens has asked us to commence distribution of certain pharmaceutical products to selected Walgreens locations.  Over time, beginning in fiscal 2014, we expect our distribution for Walgreens to increasingly include generic pharmaceutical products that Walgreens currently self-distributes.

In connection with these arrangements, we entered into a Framework Agreement with Walgreens and Alliance Boots, dated as of March 18, 2013, pursuant to which (i) Walgreens and Alliance Boots together were granted the right to purchase a minority equity position in AmerisourceBergen Corporation, beginning with the right, but not the obligation, to purchase up to 19,859,795 shares of our common stock (approximately 7% of our common stock on a fully diluted basis as of the date of issuance, assuming the exercise in full of the Warrants, as defined below) in open market transactions, with the right to designate up to two members of our board of directors upon achieving specified ownership levels; (ii) Walgreens Pharmacy Strategies, LLC, a wholly owned subsidiary of Walgreens, was issued (a) a warrant to purchase up to 11,348,456 shares of our common stock at an exercise price of $51.50 per share exercisable during a six-month period beginning in March 2016, and (b) a warrant to purchase up to 11,348,456 shares of our common stock at an exercise price of $52.50 per share exercisable during a six-month period beginning in March 2017; and (iii) Alliance Boots Luxembourg S.à.r.l., a wholly owned subsidiary of Alliance Boots, was issued (a) a warrant to purchase up to 11,348,456  shares of our common stock at an exercise price of $51.50 per share exercisable during a six-month period beginning in March 2016 and (b) a warrant to purchase up to 11,348,456 shares of our common stock at an exercise price of $52.50 per share exercisable during a six-month period beginning in March 2017 (collectively, the “Warrants”).  The Warrants collectively represented approximately 16% of our common stock on a fully diluted basis as of the date of issuance, assuming exercise in full of the Warrants.  The number of shares which may be purchased in the open market is subject to increase in certain circumstances if the market price of our common stock is less than the exercise price of the first tranche of Warrants when those Warrants are exercisable in 2016.  Future issuances of shares of

16

our common stock upon exercise of the Warrants will dilute the ownership interests of our then existing shareholders.  In addition, prior to the exercise of the Warrants, any dilutive effect of the Warrants will be reflected in our diluted earnings per share calculation.  The parties and affiliated entities also entered into certain related agreements governing relations between and among the parties thereto, including the AmerisourceBergen Shareholders Agreement, dated as of March 18, 2013, among Walgreens, Alliance Boots and us, described in our Current Report on Form 8-K filed on March 20, 2013.

Our accounting for the Warrants has been determined in accordance with the guidance for equity-based payments to non-employees.  The various agreements and arrangements with Walgreens and Alliance Boots established various performance commitments that they must satisfy during the vesting period of the Warrants, and if not fulfilled, we have the right to cancel the Warrants.  The fair value of the Warrants was initially measured at the date of issuance, and is expensed over the three and four-year vesting periods as an operating expense.  The fair value of the Warrants will be re-measured at the end of each reporting period, and an adjustment will be recorded, if necessary, in the statement of operations to record the impact as if the newly measured fair value of the awards had been used in recognizing expense starting when the awards were originally issued and through the remeasurement date.  As a result, future Warrant expense could fluctuate significantly.

With the assistance of a third-party valuation firm, we valued these Warrants as of March 18, 2013 (date of issuance) and updated the valuation each subsequent quarter end using a binomial lattice model approach.  As of June 30, 2013, the Warrants with an exercise price of $51.50 were valued at $9.94 per share and the Warrants with an exercise price of $52.50 were valued at $10.66 per share.  In total, the Warrants were valued at $467.6 million as of June 30, 2013.  The valuation of the Warrants considers our common stock price and various assumptions, such as the volatility of our common stock, the expected remaining life of the Warrants, the expected dividend yield, and the risk-free interest rate.

Please refer to our Current Report on Form 8-K filed on March 20, 2013 for more detailed information regarding these agreements and arrangements.  We currently expect earnings accretion from the pharmaceutical distribution agreement and the generics and related pharmaceutical products global sourcing agreement for fiscal year 2014, excluding certain expenses and non-recurring costs related to the transaction. See “Cautionary Note Regarding Forward-Looking Statements” on page 28 and “Risk Factors” in Item 1A of the Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 and in our Annual Report on Form 10-K for the year ended September 30, 2012.

Pharmaceutical Distribution Segment

The Pharmaceutical Distribution reportable segment is comprised of two operating segments, which include the operations of AmerisourceBergen Drug Corporation (“ABDC”) and AmerisourceBergen Specialty Group (“ABSG”).  Servicing healthcare providers 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.

ABDC distributes a comprehensive offering of brand-name pharmaceuticals (including specialty pharmaceutical products) 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.  Additionally, ABDC delivers packaging solutions to institutional and retail healthcare providers.

ABSG, through a number of 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 outcomes research, and other services for biotechnology and other pharmaceutical manufacturers.

Our use of the terms “specialty” and “specialty pharmaceutical products” refers to drugs used to treat complex diseases, such as cancer, diabetes and multiple sclerosis.  Specialty pharmaceutical products are part of complex treatment regimens for serious conditions and diseases that generally require ongoing clinical monitoring.  We believe the terms “specialty” and “specialty

17

pharmaceutical products” are used consistently by industry participants and our competitors.  However, we cannot be certain that other distributors of specialty products define these and other similar terms in exactly the same manner as we do.

Both ABDC and ABSG distribute specialty drugs to their customers, with the principal difference between these two operating segments being that ABSG operates distribution facilities that focus primarily on complex disease treatment regimens.  Therefore, a product distributed from one of ABSG’s distribution facilities results in revenue reported under ABSG, and a product distributed from one of ABDC’s distribution centers results in revenue reported under ABDC.  Essentially all of ABSG sales consist of specialty pharmaceutical products.  ABDC sales of specialty pharmaceutical products are a relatively small component of its overall revenue.

Other

Other consists of the AmerisourceBergen Consulting Services (“ABCS”) operating segment and the World Courier Group, Inc. (“World Courier”) operating segment.  World Courier was acquired on April 30, 2012.  The results of operations of our ABCS and World Courier operating segments are not significant enough to require separate reportable segment disclosure, and therefore, have been included in “Other” for the purpose of our reportable segment presentation.

ABCS, through a number of operating businesses, provides commercialization support services including reimbursement support programs, outcomes research, contract field staffing, patient assistance and copay assistance programs, adherence programs, risk mitigation services, and other market access programs to pharmaceutical and biotechnology manufacturers.  World Courier, which operates in over 50 countries, is a leading global specialty transportation and logistics provider for the biopharmaceutical industry.

Results of Operations

Revenue

	Three months ended							Nine months ended
	June 30,							June 30,
(dollars in thousands)	2013			2012			Change	2013			2012			Change
Pharmaceutical Distribution	$	21,490,543		$	18,985,491		13.2%	$	62,300,468		$	58,243,723		7.0%
Other	466,710			397,452			17.4%	1,329,984			903,178			47.3%
Intersegment eliminations	(50,605		)	(56,136		)	-9.9%	(140,325		)	(130,538		)	7.5%
Revenue	$	21,906,648		$	19,326,807		13.3%	$	63,490,127		$	59,016,363		7.6%

Revenue increased 13.3% and 7.6% from the prior year quarter and nine-month period, respectively.  These increases were due to both the revenue growth of Pharmaceutical Distribution and the revenue growth of Other.

Our revenue growth will continue to accelerate in the fourth quarter of fiscal 2013, and as a result, we currently expect our revenue in fiscal 2013 to increase between 11% and 13%.  Our expected growth rate reflects our three-year contract with Express Scripts, Inc. (“Express Scripts”), which became effective on October 1, 2012, to supply primarily brand-name pharmaceuticals.  Annual sales to Express Scripts in fiscal 2013 under this contract are currently estimated to be approximately $20 billion, which is an increase of approximately $7 billion from fiscal 2012.  Our expected growth in fiscal 2013 also reflects an estimated $3 billion of incremental sales to Walgreens resulting from the transition to our new ten-year pharmaceutical distribution agreement.  In addition, our revenue in fiscal 2013 will include a full year’s operating results of World Courier.  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

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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 government and other third party reimbursement rates to our customers, and changes in Federal government rules and regulations.

Pharmaceutical Distribution Segment

The Pharmaceutical Distribution segment grew its revenue by 13.2% and 7.0% from the prior year quarter and nine-month period, respectively.  Intrasegment revenues between ABDC and ABSG have been eliminated in the presentation of total Pharmaceutical Distribution revenue.  These revenues primarily consisted of ABSG sales directly to ABDC customer sites or ABSG sales to ABDC’s facilities.  Total intrasegment revenues were $809.2 million and $674.0 million in the quarters ended June 30, 2013 and 2012, respectively.  Total intrasegment revenues were $2.4 billion and $2.0 billion in the nine-month periods ended June 30, 2013 and 2012, respectively.

ABDC’s revenue of $17.9 billion and $51.7 billion in the quarter and nine months ended June 30, 2013 increased 15.8%, or approximately $2.4 billion, and 7.9%, or approximately $3.8 billion, respectively, from the prior year periods (before intrasegment eliminations).  The increase in ABDC’s revenue was primarily due to increased sales to Express Scripts of $2.3 billion and $5.1 billion in the quarter and nine months ended June 30, 2013, respectively.  The increased sales were offset in part by the loss of a food and drug retail group purchasing organization (“GPO”) customer, which resulted in a $0.5 billion and $1.2 billion decrease in revenue in the quarter and nine months ended June 30, 2013, respectively. Additionally, revenue was favorably impacted by an increase in brand-name pharmaceutical prices and was unfavorably impacted by an increase in the use of lower priced generic pharmaceuticals.  The increased use of generic pharmaceuticals was the result of over 30 brand to generic conversions in fiscal 2012.

ABSG’s revenue of $4.4 billion and $13.0 billion in the quarter and nine months ended June 30, 2013 increased 4.8% and 6.0%, respectively, from the prior year periods (before intrasegment eliminations) primarily due to the growth in its blood products, vaccine, and physician office distribution businesses, and its third-party logistics business.  The physician office distribution business continues to benefit from sales of an ophthalmology drug.  ABSG’s revenue growth was partially offset by a decline in sales of certain specialty oncology drugs.  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.  Community oncologists and other specialty physicians that administer drugs under Medicare Part B are experiencing declining reimbursement rates for specialty pharmaceutical drugs.  As a result, some physician practices have consolidated or sold their businesses to hospitals.  Under federal sequestration legislation, Medicare physician reimbursement rates for Part B drugs were further reduced on April 1, 2013.  While we service the needs of many hospitals, the continuing shift in this service channel has reduced oncology revenue.  (Refer to Item 1A. Risk Factors, in our Annual Report on Form 10-K for the fiscal year ended September 30, 2012 for a more detailed description of this business risk.)  ABSG’s business may continue to 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 further changes affecting this service channel could result in additional revenue reductions.

A number of our contracts with customers or group purchasing organizations (“GPOs”) are typically subject to expiration each year.  We may lose a significant customer or GPO relationship if any existing contract with such customer or GPO expires without being extended, renewed, or replaced.  During the nine months ended June 30, 2013, no significant contracts expired.  Over the next twelve months, there are no significant contracts scheduled to expire.

Other

Other revenue increased $69.3 million and $426.8 million from the prior year quarter and nine-month period, respectively, primarily due to the incremental revenue contributions from World Courier, which was acquired in April 2012.  We expect Other revenue to increase between 30% and 35% in fiscal 2013 primarily due to the inclusion of World Courier’s revenue for a full fiscal year.

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Gross Profit

	Three months ended					Nine months ended
	June 30,					June 30,
(dollars in thousands)	2013		2012		Change	2013		2012		Change
Pharmaceutical Distribution	$	443,412	$	579,841	-23.5%	$	1,590,633	$	1,751,878	-9.2%
Other	119,038		88,025		35.2%	349,634		168,991		106.9%
Gross profit	$	562,450	$	667,866	-15.8%	$	1,940,267	$	1,920,869	1.0%

Gross profit decreased 15.8%, or approximately $105.4 million, and increased 1.0%, or approximately $19.4 million, from the prior year quarter and nine-month period, respectively.

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.  The annual LIFO provision, which we estimate on a quarterly basis, is affected by expected changes in inventory quantities, product mix, and manufacturer pricing practices, which may be impacted by market and other external influences.  As a result of the March 2013 announcement of the Walgreens distribution contract, we completed procedures in the quarter ended June 30, 2013 to understand and analyze the amount of branded inventory that we will be required to purchase and warehouse prior to September 1, 2013 to properly service this new customer contract.  Due to the additional branded inventory that we will be required to purchase to service the Walgreens contract, estimated to be over $1.0 billion at September 30, 2013, and the impact the branded inventory is estimated to have on our annual inflation index, we recorded a LIFO charge of $122.1 million in the quarter ended June 30, 2013.  We currently expect to record a material LIFO charge in our fourth quarter ending September 30, 2013.

Pharmaceutical Distribution gross profit decreased 23.5%, or approximately $136.4 million, and decreased 9.2%, or approximately $161.2 million, from the prior year quarter and nine-month period, respectively.  Excluding the fiscal 2013 LIFO charge, Pharmaceutical Distribution gross profit decreased by $14.4 million and $38.2 million in the quarter and nine months ended June 30, 2013.  Excluding the fiscal 2013 LIFO charge, these decreases were primarily due to the lower gross profit related to the Express Scripts contract, the loss of a food and drug retail GPO customer, the lower number of generic launches, and the reduced contribution from the sales of certain specialty oncology drugs.  These decreases were offset in part by the growth of our non-oncology specialty distribution businesses.  We also recognized gains of $6.0 million and $21.7 million from antitrust litigation settlements with pharmaceutical manufacturers during the quarter and nine months ended June 30, 2013, respectively.  The gains were recorded as a reduction to cost of goods sold.  There were no gains from antitrust litigation settlements in the prior year quarter or nine-month period.

As a percentage of revenue, Pharmaceutical Distribution gross profit margin of 2.06% in the quarter ended June 30, 2013 decreased 99 basis points from the prior year quarter.  Excluding the fiscal 2013 LIFO charge, Pharmaceutical Distribution gross profit margin of 2.63% in the quarter ended June 30, 2013 decreased 42 basis points from the prior year quarter.  As a percentage of revenue, Pharmaceutical Distribution gross profit margin of 2.55% in the nine months ended June 30, 2013 decreased 46 basis points from the prior year period.  Excluding the fiscal 2013 LIFO charge, Pharmaceutical Distribution gross profit margin of 2.75% in the nine months ended June 30, 2013 decreased 26 basis points from the prior year period.  Excluding the fiscal 2013 LIFO charge, the Pharmaceutical Distribution gross profit margin declines in the quarter and nine months ended June 30, 2013 were primarily due to lower gross profit margin related to the current Express Scripts contract, the loss of a food and drug retail GPO customer, and competitive pressures on customer margins.  These declines were offset in part by the gross profit contributions from the above-mentioned gains from antitrust litigation settlements.

Other gross profit increased by $31.0 million and $180.6 million in the quarter and nine months ended June 30, 2013.  The increases in gross profit were primarily due to the incremental contributions made by our fiscal 2012 acquisition of World Courier.  As a percentage of revenue, Other gross profit margin of 25.51% in the quarter ended June 30, 2013 increased from 22.15% in the prior year quarter.  As a percentage of revenue, Other gross profit margin of 26.29% in the nine months ended June 30, 2013 increased from

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18.71% in the prior year period.  These increases were primarily due to the gross profit contributions from our fiscal 2012 acquisition of World Courier.

Operating Expenses

	Three months ended					Nine months ended
	June 30,					June 30,
(dollars in thousands)	2013		2012		Change	2013		2012		Change
Distribution, selling and administrative	$	331,173	$	303,812	9.0%	$	975,409	$	823,418	18.5%
Depreciation and amortization	41,138		35,533		15.8%	119,690		95,881		24.8%
Warrants	35,815		—			39,576		—
Employee severance, litigation and other	19,678		4,135			21,383		16,721
Total operating expenses	$	427,804	$	343,480	24.5%	$	1,156,058	$	936,020	23.5%

Distribution, selling and administrative expenses increased $27.4 million, or 9.0% in the quarter ended June 30, 2013 and increased $152.0 million, or 18.5% in the nine months ended June 30, 2013, primarily due to the incremental operating costs of our fiscal 2012 acquisition of World Courier.

Depreciation expense increased from the prior-year periods due to our fiscal 2012 acquisition of World Courier and due to an increase in capital projects.  Amortization expense increased from the prior-year periods due to our fiscal 2012 acquisition of World Courier.

Warrant expense was $35.8 million and $39.6 million in the quarter and nine months ended June 30, 2013, respectively.  The Warrants were issued in March 2013 in connection with the agreements and arrangements that define our strategic relationship with Walgreens and Alliance Boots.  Refer to the Recent Developments on page 16 for a more detailed description of the Warrants.  Future Warrant expense could fluctuate significantly.

Employee severance, litigation and other for the quarter ended June 30, 2013 included $18.1 million of deal-related transaction costs (primarily related to professional fees with respect to the Walgreens and Alliance Boots transaction) and $1.6 million of facility closure and other costs.  Employee severance, litigation and other for the nine months ended June 30, 2013 included $22.8 million of deal-related transaction costs (primarily related to professional fees with respect to the Walgreens and Alliance Boots transaction), $4.5 million of facility closure and other costs, offset by a reversal of $5.9 million of severance costs that were initially recorded in connection with fiscal 2012 initiatives.  As a result of the announced Walgreens ten-year pharmaceutical distribution agreement, we terminated a significant portion of our previously planned fiscal 2012 initiatives.  Employee severance, litigation and other for the prior year quarter included $4.1 million of deal-related transaction costs.  Employee severance, litigation and other for the nine months ended June 30, 2012 included $6.1 million of employee severance costs and $10.6 million of deal-related transaction costs.

As a percentage of revenue, operating expenses were 1.95% in the quarter ended June 30, 2013, an increase of 17 basis points from the prior year quarter.  For the nine months ended June 30, 2013, operating expenses, as a percentage of revenue, were 1.82%, up 23 basis points from the prior year nine-month period.  These increases were primarily due to the Warrant expense and the addition of our fiscal 2012 World Courier acquisition, which has higher operating expenses as a percentage of revenue.  For the Pharmaceutical Distribution segment, as a percentage of revenue, operating expenses were down 14 basis points from the prior year quarter and down 7 basis points from the prior year nine-month period.

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Operating Income

	Three months ended							Nine months ended
	June 30,							June 30,
(dollars in thousands)	2013			2012			Change	2013			2012			Change
Pharmaceutical Distribution	$	165,079		$	307,345		-46.3%	$	774,599		$	947,064		-18.2%
Other	25,060			21,176			18.3%	70,569			54,506			29.5%
Warrants	(35,815		)	—				(39,576		)	—
Employee severance, litigation and other	(19,678		)	(4,135		)		(21,383		)	(16,721		)
Operating income	$	134,646		$	324,386		-58.5%	$	784,209		$	984,849		-20.4%

Segment operating income is evaluated before Warrant expense and employee severance, litigation and other.

Pharmaceutical Distribution operating income decreased 46.3%, or approximately $142.3 million, and 18.2%, or approximately $172.5 million, from the prior year quarter and nine-month period, respectively.  Excluding the fiscal 2013 LIFO charge, Pharmaceutical Distribution operating income decreased 6.6%, or approximately $20.2 million, and 5.2%, or approximately $49.4 million, from the prior year quarter and nine-month period, respectively.  Excluding the fiscal 2013 LIFO charge, the 28 basis point decline in Pharmaceutical Distribution operating margin from the prior year quarter and 19 basis point decline from the prior year nine-month period are due to decreased contributions from generic launches, a shift in customer mix towards lower margin business in ABDC (most notably the Express Scripts contract), the loss of a food and drug retail GPO customer, and a decline in the operating margin of our oncology business.

Other operating income increased $3.9 million from the prior year quarter due to the contribution made by our World Courier acquisition, offset in part by the decrease in operating income from our ABCS businesses.  Other operating income increased $16.1 million from the prior year nine-month period due to the contribution made by our World Courier acquisition and an increase in operating income from our ABCS businesses.

Interest expense, interest income, and the respective weighted average interest rates in the quarters ended June 30, 2013 and 2012 were as follows (in thousands):

	2013				2012
	Amount			Weighted Average Interest Rate	Amount			Weighted Average Interest Rate
Interest expense	$	18,547		4.74%	$	24,316		4.93%
Interest income	(357		)	0.28%	(545		)	0.22%
Interest expense, net	$	18,190			$	23,771

Interest expense decreased from the prior year quarter due to a decrease of $392.3 million in average borrowings due to the repayment of our $392 million, 5 5/8% senior notes in September 2012.

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Interest expense, interest income, and the respective weighted average interest rates in the nine months ended June 30, 2013 and 2012 were as follows (in thousands):

	2013				2012
	Amount			Weighted Average Interest Rate	Amount			Weighted Average Interest Rate
Interest expense	$	55,931		4.72%	$	70,851		4.94%
Interest income	(706		)	0.29%	(1,419		)	0.21%
Interest expense, net	$	55,225			$	69,432

Interest expense decreased from the prior year nine-month period due to a decrease of $322.1 million in average borrowings, primarily due to the repayment of our $392 million, 5 5/8% senior notes in September 2012, offset in part by the issuance of our $500 million 3 1/2% senior notes in November 2011.

Income taxes in the quarter ended June 30, 2013 reflect an effective income tax rate of 44.7%, compared to 37.7% in the prior year quarter.  Income taxes in the nine months ended June 30, 2013 and 2012 reflect effective income tax rates of 39.1% and 38.0%, respectively.  Our effective tax rate is higher in fiscal 2013 because a portion of the Warrant expense is not tax deductible.  Excluding the impact of Warrant expense, our effective tax rates in the quarter and nine months ended June 30, 2013 were 36.2% and 37.7%, respectively.  Our future effective tax rate could fluctuate significantly depending upon the quarterly valuation of the Warrants for book accounting purposes.  Excluding the impact of Warrant expense, we expect that our effective tax rate in fiscal 2013 will be approximately 38.0%.

Income from continuing operations of $64.1 million in the quarter ended June 30, 2013 decreased 66.3% from the prior year quarter.  Diluted earnings per share from continuing operations of $0.27 in the quarter ended June 30, 2013 decreased 63.5% from $0.74 per share in the prior year quarter.  Excluding the fiscal 2013 LIFO charge and Warrant expense, income from continuing operations of $171.4 million in the quarter ended June 30, 2013 decreased 9.9% from the prior year quarter.  Diluted earnings per share from continuing operations, excluding the fiscal 2013 LIFO charge and Warrant expense, of $0.73 in the quarter ended June 30, 2013 decreased 1.4% from the prior year quarter.  Income from continuing operations of $442.9 million in the nine months ended June 30, 2013 decreased 22.4% from the prior year period.  Diluted earnings per share from continuing operations of $1.88 in the nine months ended June 30, 2013 decreased 14.2% from $2.19 in the prior year period.  Excluding the fiscal 2013 LIFO charge and Warrant expense, income from continuing operations of $553.4 million in the nine months ended June 30, 2013 decreased 3.1% from the prior year period.  Diluted earnings per share from continuing operations, excluding the fiscal 2013 LIFO charge and Warrant expense, of $2.35 in the nine months ended June 30, 2013 increased 7.3% from the prior year period.  Excluding the fiscal 2013 LIFO charge and Warrant expense, the percentage differences between the changes in diluted earnings per share and the changes in income from continuing operations for the quarter and nine months ended June 30, 2013 were due to the 7.8% and 9.6% reduction, respectively, in weighted average common shares outstanding, primarily from purchases of our common stock, net of the impact of stock option exercises.

Income (loss) from discontinued operations, net of income taxes, for all periods presented includes the operating results of AndersonBrecon (“AB”) and AmerisourceBergen Canada Corporation (“ABCC”).  The income in the quarter ended June 30, 2013 also includes the gain on the divestiture of AB and an adjustment to the initial estimated loss on the sale of ABCC.  The loss in the nine months ended June 30, 2013 also includes a goodwill impairment charge and the initial estimated loss on the sale of ABCC.

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Liquidity and Capital Resources

The following table illustrates our debt structure at June 30, 2013, including availability under the multi-currency revolving credit facility, the receivables securitization facility and the revolving credit note (in thousands):

	Outstanding Balance		Additional Availability
Fixed-Rate Debt:
$500,000, 5 7/8% senior notes due 2015	$	499,304	$	—
$400,000, 4 7/8% senior notes due 2019	397,726		—
$500,000, 3 1/2% senior notes due 2021	499,409		—
Total fixed-rate debt	1,396,439		—
Variable-Rate Debt:
Multi-currency revolving credit facility due 2018	—		689,623
Receivables securitization facility due 2016	—		950,000
Revolving credit note	—		45,000
Total variable-rate debt	—		1,684,623
Total long-term debt	$	1,396,439	$	1,684,623

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

We have a $700 million multi-currency senior unsecured revolving credit facility, which was scheduled to expire in November 2017, (the “Multi-Currency Revolving Credit Facility”) with a syndicate of lenders.  In July 2013, we entered into an amendment with the syndicate of lenders primarily to increase the capacity of the Multi-Currency Revolving Credit Facility to $1.4 billion and to extend the maturity date to July 2018.  Interest on borrowings under the Multi-Currency Revolving Credit Facility accrues at specified rates based on our debt rating and ranges from 68 basis points to 155 basis points (68 basis points to 130 basis points effective with the July 2013 amendment) over LIBOR/EURIBOR/Bankers Acceptance Stamping Fee, as applicable (90 basis points over LIBOR/EURIBOR/Bankers Acceptance Stamping Fee at June 30, 2013). Additionally, interest on borrowings denominated in Canadian dollars may accrue at the greater of the Canadian prime rate or the CDOR rate. We pay facility fees to maintain the availability under the Multi-Currency Revolving Credit Facility at specified rates based on our debt rating, ranging from 7 basis points to 20 basis points, annually, of the total commitment (10 basis points at June 30, 2013). 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, which we are compliant with as of June 30, 2013.

We have a commercial paper program whereby we may from time to time issue short-term promissory notes in an aggregate amount of up to $700 million at any one time. Amounts available under the program may be borrowed, repaid, and re-borrowed from time to time. The maturities on the notes will vary, but may not exceed 365 days from the date of issuance. The notes will bear interest rates, if interest bearing, or will be sold at a discount from their face amounts. The commercial paper program does not increase our borrowing capacity as it is fully backed by our Multi-Currency Revolving Credit Facility.  There were no borrowings outstanding under our commercial paper program at June 30, 2013.

In June 2013, we entered into an amendment to our receivables securitization facility (“Receivables Securitization Facility”), to increase the availability under the facility from $700 million to $950 million and extend the expiration date of the facility from November 2015 to June 2016.  We have available to us an accordion feature whereby the commitment on the Receivables

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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 currently based on prevailing market rates for short-term commercial paper or LIBOR plus a program fee of 75 basis points. We currently pay an unused fee of 40 basis points, annually, to maintain the availability under the Receivables Securitization Facility. At June 30, 2013, there were no borrowings outstanding under the Receivables Securitization Facility. The Receivables Securitization Facility contains similar covenants to the Multi-Currency Revolving Credit Facility.

We have an uncommitted, unsecured line of credit available to us pursuant to a revolving credit note (“Revolving Credit Note”) for an aggregate principal amount not to exceed $45 million.  The Revolving Credit Note provides us with the ability to request short-term unsecured revolving credit loans from time to time in a principal amount not to exceed $45 million at any time outstanding.

We have $500 million of 5 7/8% senior notes due September 15, 2015 (the “2015 Notes”), $400 million of 4 7/8% senior notes due November 15, 2019 (the “2019 Notes”) and $500 million of 3 1/2% senior notes due November 15, 2021 (the “2021 Notes”). Interest on the 2015 Notes, the 2019 Notes, and the 2021 Notes is payable semiannually in arrears. All of the senior notes rank pari passu to the Multi-Currency Revolving Credit Facility.

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 repayment of debt, fund the payment of interest on debt, fund repurchases of our common stock, fund the payment of dividends, finance acquisitions, and fund capital expenditures and routine growth and expansion through new business opportunities.   In May 2012, our board of directors approved a program allowing us to purchase up to $750 million shares of our common stock, subject to market conditions.  During the quarter ended December 31, 2012, we purchased $96.9 million of our common stock to complete our authorization under the $750 million share repurchase program.  In November 2012, our board of directors approved a new program allowing us to purchase up to $750 million shares of our common stock, subject to market conditions.  During the nine months ended June 30, 2013, we purchased $303.9 million of our common stock under the new share repurchase program.  As of June 30, 2013, we had $446.1 million of availability remaining on the new $750 million share repurchase program.  We have purchased $401.1 million of our common stock in fiscal 2013, which is in line with our expectations for the full fiscal year.  Future cash flows from operations and borrowings are expected to be sufficient to fund our ongoing cash requirements.

If Walgreens and/or Alliance Boots exercise their rights to purchase our common stock pursuant to the Warrants that we issued to them, the future issuances of shares of our common stock upon exercise of the Warrants will dilute the ownership interests of our then-existing stockholders and could adversely affect the market price of our common stock.  In June 2013, we commenced a hedging strategy to partially mitigate the impact of future increases in the market price of our common stock on our plan to repurchase shares of our common stock to offset the potential dilution associated with the Warrants upon their exercise.  Our strategy was implemented by entering into a contract with a financial institution pursuant to which it will execute a series of issuer capped call option transactions (“Capped Calls”).  We intend to repurchase shares approximating 60% of the potential dilution associated with the Warrants upon their exercise using this hedging strategy.  However, the hedge execution will be based upon market conditions, and may be stopped at any time by us.  As of June 30, 2013, we purchased Capped Calls on 4.7 million shares of our common stock for a total premium of $43.5 million, of which $27.9 million was paid as of June 30, 2013 and the remainder is accrued as of that date.  We believe that we have sufficient capital resources to fund the cost of the hedge strategy.

Deterioration in general economic conditions could adversely affect the amount of prescriptions that are filled and the amount of pharmaceutical products purchased by consumers and, therefore, could reduce purchases by our customers.  In addition, volatility in financial markets may also negatively impact our customers’ ability to obtain credit to finance their businesses on acceptable terms.  Reduced purchases by our customers or changes in the ability of our customers to remit payments to us could adversely affect our revenue growth, our profitability, and our cash flow from operations.

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We have market risk exposure to interest rate fluctuations relating to our debt.  We manage interest rate risk by using a combination of fixed-rate and variable-rate debt.  At June 30, 2013, we had no 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 June 30, 2013.

We also have market risk exposure to interest rate fluctuations relating to our cash and cash equivalents.  We had $1.6 billion in cash and cash equivalents at June 30, 2013, $559.0 million of which was invested in money market accounts at financial institutions.  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, the Euro, and the U.K. Pound Sterling.  We may utilize foreign currency denominated forward contracts to hedge against changes in foreign exchange rates.   We may use derivative instruments to hedge our foreign currency exposure, but not for speculative or trading purposes.  As of June 30, 2013, we had one foreign currency denominated contract outstanding that hedges the foreign currency exchange risk of the C$50.0 million note that we received in conjunction with the sale of ABCC.

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 June 30, 2013 (in thousands):

	Payments Due by Period
	Total		Within 1 Year		1-3 Years		4-5 Years		After 5 Years
Debt, including interest payments	$	1,748,938	$	66,375	$	618,063	$	74,000	$	990,500
Operating leases	263,349		50,991		83,690		57,249		71,419
Other commitments	147,646		88,447		58,879		320		—
Total	$	2,159,933	$	205,813	$	760,632	$	131,569	$	1,061,919

We have commitments to purchase product from influenza vaccine manufacturers through the 2014/2015 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 will be approximately $73.9 million as of June 30, 2013, of which $48.7 million represents our commitment over the next twelve months.  These influenza vaccine 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.  The remaining commitment under our 10-year arrangement, as amended, which expires in June 2015, is approximately $61.9 million as of June 30, 2013, of which $31.5 million represents our commitment over the next twelve months, and is included in “Other commitments” in the above contractual obligations table.

Our liability for uncertain tax positions was $50.9 million (including interest and penalties) as of June 30, 2013.  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 contractual obligations table.

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During the nine months ended June 30, 2013, our operating activities provided $819.1 million of cash in comparison to cash provided of $760.1 million in the prior year period.  Cash provided by operations during the nine months ended June 30, 2013 was principally the result of income from continuing operations of $442.9 million, an increase in accounts payable, accrued expenses, and income taxes of $1.4 billion, and non-cash items of $207.6 million, offset, in part, by an increase in accounts receivable of $835.7 million and an increase in merchandise inventories of $399.1 million.  Accounts receivable increased from September 30, 2012, reflecting the increased volume associated with our current Express Scripts contract, and was offset in part by strong customer cash collections.  Additionally, while the payment terms in the current Express Scripts contract are favorable, they are longer than the payment terms in the previous Medco contract.  As a result, there was a negative impact on our working capital in the current year nine months ended June 30, 2013.  We also increased our merchandise inventories at June 30, 2013 to support the increase in volume due to the current Express Scripts contract.  The increase in accounts payable, accrued expenses and income taxes was primarily driven by the increase in merchandise inventories and the timing of payments to our suppliers.

We use days sales outstanding, days inventory on hand, and days payable outstanding to evaluate our working capital performance.  The increase in days sales outstanding from the prior year quarter reflects the payment terms under the current Express Scripts contract.

	Quarter ended June 30,		Nine months ended June 30,
	2013	2012	2013	2012
Days sales outstanding	18.6	18.1	18.6	17.7
Days inventory on hand	25.9	25.3	26.2	25.0
Days payable outstanding	44.6	42.8	44.2	42.1

Our cash flow from operating activities can vary significantly from period to period based on fluctuations in our period end working capital.  We expect cash from operating activities in fiscal 2013 to be between $340 million and $440 million.  Operating cash uses during the nine months ended June 30, 2013 included $53.5 million of interest payments and $256.0 million of income tax payments, net of refunds.

During the nine months ended June 30, 2012, our operating activities provided $760.1 million of cash. Cash provided by operating activities during the nine months ended June 30, 2012 was principally the result of income from continuing operations of $570.9 million, non-cash items of $181.9 million, a decrease in accounts receivable of $122.3 million, and a decrease in merchandise inventories of $207.6 million, offset, in part, by a decrease in accounts payable, accrued expenses and income taxes of $228.4 million.  Accounts receivable declined from September 30, 2011, reflecting timing of customer purchases and payments as of June 30, 2012.  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.  Operating cash uses during the nine months ended June 30, 2012 included $57.3 million of interest payments and $216.1 million of income tax payments, net of refunds.

Capital expenditures for the nine months ended June 30, 2013 and 2012 were $137.9 million and $92.9 million, respectively.  Significant capital expenditures in the nine months ended June 30, 2013 included the purchase of one of our leased distribution facilities, technology initiatives including costs related to the further development of our enterprise resource planning (“ERP”) system, technology-related costs to on-board the incremental Walgreens’ distribution volume, and expansion costs related to one of ABDC’s facilities.  We expect to spend approximately $240 million for capital expenditures during fiscal 2013.  Significant capital expenditures in the nine months ended June 30, 2012 related to our Business Transformation project, which included a new ERP system for our corporate office and for our ABDC operations, ABDC purchases of machinery and equipment and other ABCS facility expansions and improvements.

In May 2013, we divested AB and received $308.1 million of cash and divested ABCC and received $23.5 million of cash.  Both divestitures are subject to final purchase price working capital adjustments.  On April 30, 2012, we acquired World Courier for a purchase price of $520 million, subject to a working capital adjustment.  In November 2011, we acquired TheraCom for a purchase

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price of $257.2 million, net of a working capital adjustment.  Additionally, we finalized working capital adjustments relating to our September 2011 acquisitions of IntrinsiQ, LLC and Premier Source totaling $0.5 million, net.

In November 2011, we issued our 2021 Notes for net proceeds of $494.8 million.  We used the net proceeds of the 2021 Notes for general corporate purposes.  In February 2012, we repaid $55.0 million of borrowings under a terminated credit facility.

During the nine months ended June 30, 2013 and 2012, we paid $401.1 million and $514.3 million, respectively, for purchases of our common stock shares.  During the nine months ended June 30, 2013, we paid $27.9 million to purchase Capped Calls to hedge to potential dilution associated with the Warrants upon their exercise.

In November 2011, our board of directors increased the quarterly cash dividend by 13% from $0.115 per share to $0.13 per share.  In November 2012, our board of directors increased the quarterly cash dividend by 62% from $0.13 per share to $0.21 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.

Cautionary Note Regarding 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. Words such as “expect,” “likely,” “outlook,” “forecast,” “would,” “could,” “should,” “can,” “will,” “project,” “intend,” “plan,” “continue,” “sustain,” “synergy,” “on track,” “believe,” “seek,” “estimate,” “anticipate,” “may,” “possible,” “assume,” variations of such words, and similar expressions are intended to identify such forward-looking statements. These statements are based on management’s current expectations and are subject to uncertainty and change in circumstances. These statements are not guarantees of future performance and are based on assumptions that could prove incorrect or could cause actual results to vary materially from those indicated.  Among the factors that could cause actual results to differ materially from those projected, anticipated, or implied are the following:  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 any other laws and regulations governing the marketing, sale, purchase and/or dispensing of pharmaceutical products or services and 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 realize the anticipated benefits of the implementation of an enterprise resource planning (ERP) system; interest rate and foreign currency exchange rate fluctuations; risks associated with international business operations, including non-compliance with the U.S. Foreign Corrupt Practices Act, anti-bribery laws and economic sanctions and import laws and regulations; economic, business, competitive and/or regulatory developments outside of the United States; risks associated with the strategic, long-term relationship among Walgreen Co., Alliance Boots GmbH, and AmerisourceBergen, the occurrence of any event, change or other circumstance that could give rise to the termination, cross-termination or modification of any of the transaction documents among the parties (including, among others, the distribution agreement or the generics agreement), an impact on our earnings per share resulting from the issuance of the Warrants, an inability to realize anticipated benefits (including benefits resulting from participation in the Walgreens Boots Alliance Development GmbH joint venture), the disruption of AmerisourceBergen’s cash flow and ability to return value to its stockholders in accordance with its past practices, disruption of or changes in vendor, payer and customer relationships and terms, and the reduction of AmerisourceBergen’s operational, strategic or financial flexibility; 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 laws or legislative initiatives that could adversely affect our tax positions and/or our tax liabilities or adverse resolution

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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, 2012 and elsewhere in that report and (iii) in other reports filed by the Company pursuant to the Securities Exchange Act.

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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 26.

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

There were no changes during the fiscal quarter ended June 30, 2013 in the Company’s internal control over financial reporting that materially affected, or are reasonably likely to materially affect, those controls.

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PART II.  OTHER INFORMATION

ITEM 1.  Legal Proceedings

See Note 8 (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 June 30, 2013.

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs
April 1 to April 30	400,695	$	53.90	400,470	$	540,853,044
May 1 to May 31	1,383,532	$	54.30	1,380,880	$	465,874,132
June 1 to June 30	364,345	$	54.39	363,899	$	446,082,979
Total	2,148,572			2,145,249

a)Employees surrendered 225 shares, 2,652 shares, and 446 shares in April 2013, May 2013, and June 2013, respectively, to meet tax-withholding obligations upon vesting of restricted stock.

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ITEM 6.  Exhibits

(a)Exhibits:

10.1	The Fifth Amendment to Amended and Restated Receivables Purchase Agreement, dated as of June 28, 2013, among AmeriSource Receivables Financial Corporation, as Seller, AmerisourceBergen Drug Corporation, as Servicer, the Purchaser Agents and Purchasers party thereto and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Administrator (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 3, 2013).
10.2	AmerisourceBergen Corporation Compensation Policy for Non-Employee Directors, as amended as of May 16, 2013.
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	Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.
101	Financial statements from the Quarterly Report on Form 10-Q of AmerisourceBergen Corporation for the quarter ended June 30, 2013, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Cash Flows, and (v) the Notes to Consolidated Statements.

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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
August 7, 2013	/s/ Steven H. Collis
	Steven H. Collis
	President and Chief Executive Officer
August 7, 2013	/s/ Tim G. Guttman
	Tim G. Guttman
	Senior Vice President
	and Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
10.1	The Fifth Amendment to Amended and Restated Receivables Purchase Agreement, dated as of June 28, 2013, among AmeriSource Receivables Financial Corporation, as Seller, AmerisourceBergen Drug Corporation, as Servicer, the Purchaser Agents and Purchasers party thereto and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Administrator (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 3, 2013).
10.2	AmerisourceBergen Corporation Compensation Policy for Non-Employee Directors, as amended as of May 16, 2013.
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	Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.
101	Financial statements from the Quarterly Report on Form 10-Q of AmerisourceBergen Corporation for the quarter ended June 30, 2013, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Cash Flows, and (v) the Notes to Consolidated Statements.

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EX-10.2

Exhibit 10.2

AMERISOURCEBERGEN CORPORATION
COMPENSATION POLICY FOR NON-EMPLOYEE DIRECTORS

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 January 1 and ending the following December 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 equity 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 $150,000.  Non-Employee Directors not serving as the Chairman of the Board shall receive a maximum annual cash retainer of $100,000; provided that the Chair of the Audit and Corporate Responsibility Committee shall receive an additional annual cash retainer of $20,000; the Chair of the Compensation and Succession Planning Committee shall receive an additional annual cash retainer of $15,000; and the Chairs of the Governance and Nominating Committee and Finance Committee shall each receive an additional annual cash retainer of $10,000.  Payment of the annual cash retainer will be made in equal quarterly installments in advance.

(1)Election to Receive Equity 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 shall

receive either fully vested shares of the Corporation’s common stock (“Shares”) or an award of fully vested restricted stock units (“RSUs”), in each case with respect to Shares having a Fair Market Value(1) equal to the amount of the foregone retainer compensation.  Shares and RSU awards under this Section will be delivered or made quarterly at such time the foregone retainer compensation would otherwise be payable.  The number of Shares deliverable or subject to a RSU award under this Section shall be determined as the quotient of (x) the amount of the foregone quarterly retainer compensation divided by (y) the Fair Market Value per Share measured as of the date of grant.  Any fractional Shares that would result from an election under this Section will be paid to the Non-Employee Director in cash.

(ii)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 a restricted stock or RSU award for Shares having a Fair Market Value, measured as of the date of such annual meeting, approximately equal to $125,000.  The Chairman of the Board 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 a restricted stock or RSU award for Shares having a Fair Market Value (as defined above) of such award, measured as of the date of such annual meeting, approximately equal to $175,000.  No later than the December 31 preceding the Service Period that includes the date of grant of the annual equity awards, a Non-Employee Director will elect whether such grant will be delivered as restricted stock or RSUs.

(b)Terms of Equity Awards.

(i)All Shares received in lieu of retainer, and all 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 Agreement(2), 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.

(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)  For purposes of this Policy, Award Agreement means a written agreement or certificate delivering Shares or granting an award of 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.

2

(ii)All Shares or RSU awards received in lieu of annual retainer shall be fully vested upon receipt.

(iii)The vesting period applicable to an award of restricted stock or RSUs made to a Non-Employee Director as part of the annual equity grant shall be the three-year period commencing on the date of grant.  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, 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.

(c)Prescription Drug Benefit.  Non-Employee Directors may participate in the Directors’ PAID Prescription Plan, which covers 100% of prescription drugs with no co-pay or co-insurance for the director and his or her spouse and dependents (children up to age 26) until such time as the director ceases to serve on the Board.  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.  A Non-Employee Director may elect to defer any annual cash retainer 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 the retainer within 30 days of initial appointment or election to the Board with respect to the retainer 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 receives with respect to a Service Period

3

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”).

(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

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such reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

4.OWNERSHIP REQUIREMENTS

In accordance with the AmerisourceBergen Corporation Non-Employee Directors’ Stock Ownership Guidelines, from and after the fifth year following election to the Board, each Non-Employee Director must achieve and maintain ownership of AmerisourceBergen common stock equal in value to at least five times their applicable annual cash retainer.  In the event that ownership requirements increase due to an amendment of the stock ownership guidelines for Non-Employee Directors, the Non-Employee Directors will have five years from the date of change to attain compliance with the amount of the increase.  The Board may consider unusual market conditions when assessing compliance with this Section 4.

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 Director on November 11, 2011, effective as of January 1, 2012.

Amended by the Board on May 16, 2013

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EX-31.1

Exhibit 31.1

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

I, Steven H. Collis, 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: August 7, 2013

/s/ Steven H. Collis

Steven H. Collis

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

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

I, Tim G. Guttman, 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: August 7, 2013

/s/ Tim G. Guttman

Tim G. Guttman

Senior Vice President and Chief Financial Officer

EX-32

Exhibit 32

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 June 30, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Steven H. Collis, 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/ Steven H. Collis

Steven H. Collis

President and Chief Executive Officer

August 7, 2013

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 June 30, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Tim G. Guttman, Vice President, Corporate Controller and Acting 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/ Tim G. Guttman

Tim G. Guttman

Senior Vice President and Chief Financial Officer

August 7, 2013

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Financial Instruments

9 Months Ended

Jun. 30, 2013

Fair Value Disclosures [Abstract]

Financial Instruments

Note 10. Fair Value of Financial Instruments

The recordedamounts of the Company's cash and cash equivalents, accounts receivable and accounts payable at June 30, 2013and September 30, 2012approximate fair value based upon the relatively short-term nature of these financial instruments. Within cash and cash equivalents, the Company had$559.0million of investments in money market accounts as of June 30, 2013. The Company had $230.0million of investments in money market accounts as of September 30, 2012. 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 inputs. The recorded amount of debt (see Note 5) and the corresponding fair value as of June 30, 2013 were $1,396.4 million and $1,502.1 million, respectively. The recorded amount of debt and the corresponding fair value as of September 30, 2012 were$1,395.9 million and $1,584.7 million, respectively. The fair values of debt were determined based on quoted market prices, otherwise known as Level 2 inputs.

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Consolidated Statements of Operations (Unaudited) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Consolidated Statements of Operations [Abstract]
Revenue	$ 21,906,648	$ 19,326,807	$ 63,490,127	$ 59,016,363
Cost of goods sold	21,344,198	18,658,941	61,549,860	57,095,494
Gross profit	562,450	667,866	1,940,267	1,920,869
Operating expenses:
Distribution, selling, and administrative	331,173	303,812	975,409	823,418
Depreciation	34,395	29,552	99,338	81,278
Amortization	6,743	5,981	20,352	14,603
Warrants	35,815	0	39,576	0
Employee severance, litigation and other	19,678	4,135	21,383	16,721
Operating income	134,646	324,386	784,209	984,849
Other loss (income)	525	(4,785)	1,251	(4,917)
Interest expense, net	18,190	23,771	55,225	69,432
Income before income taxes	115,931	305,400	727,733	920,334
Income taxes	51,821	115,223	284,859	349,422
Income from continuing operations	64,110	190,177	442,874	570,912
Loss from discontinued operations, net of income taxes	(104,329)	8,906	60,190	15,420
Net income	$ 168,439	$ 181,271	$ 382,684	$ 555,492
Basic earnings per share:
Continuing operations	$ 0.28	$ 0.75	$ 1.91	$ 2.23
Discontinued operations	$ 0.45	$ (0.04)	$ (0.26)	$ (0.06)
Rounding	$ 0	$ 0.01	$ 0	$ 0
Basic	$ 0.73	$ 0.72	$ 1.65	$ 2.17
Diluted earnings per share:
Continuing operations	$ 0.27	$ 0.74	$ 1.88	$ 2.19
Discontinued operations	$ 0.44	$ (0.03)	$ (0.26)	$ (0.06)
Rounding	$ 0	$ 0	$ 0.01	$ 0
Diluted	$ 0.71	$ 0.71	$ 1.63	$ 2.13
Weighted average common shares outstanding:
Basic	231,002	252,116	231,273	256,260
Diluted	235,669	255,725	235,428	260,404
Cash dividends declared per share of common stock	$ 0.21	$ 0.13	$ 0.63	$ 0.39

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Income Taxes

9 Months Ended

Jun. 30, 2013

Income Taxes [Abstract]

Income Taxes

Note 3.Income Taxes

The Company files income tax returns in U.S. federal and state jurisdictions as well as various foreign jurisdictions. As of June 30, 2013, 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 $50.9million ($36.0 million, net of federal benefit). If recognized, these tax benefits would reduce income tax expense and the effective tax rate. Includedin this amount is $7.9million of interest and penalties, which the Company records in income tax expense.During the nine months ended June 30, 2013, unrecognized tax benefits increased by $7.6 million. During the next 12 months, it is reasonably possible that state tax audit resolutions and the expiration of statutes of limitations could result in a reduction of unrecognized tax benefits by approximately $3.3 million.

In March 2013, the Company issued Warrants in connection with the announcement of various agreements and arrangements with Walgreen Co. (“Walgreens”) and Alliance Boots GmbH (“Alliance Boots”). See Note 6 for further details. As of the date of issuance, the Warrants were valued at $242.4million, which approximates the amount that will be deductible for income tax purposes. The fair value of the Warrants as of June 30, 2013 was $467.6 million. The excess of the fair value as of June 30, 2013 over the initial value of $242.4 million is not tax deductible. As a result, the Company's current effective income tax rate, which includes the impact of the Warrants, is higher than its historical rate.

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Employee Severance, Litigation and Other (Tables)

9 Months Ended

Jun. 30, 2013

Facility Consolidations, Employee Severance and Other (Tables) [Abstract]

Schedule Of Restructuring Reserve By Type Of Cost Text Block

	Employee		Litigation and
	Severance		Other		Total
Balance as of September 30, 2012	$	30,982	$	17,853	$	48,835
Expense recorded during the period		(1,420)		22,803		21,383
Payments made during the period		(11,718)		(39,358)		(51,076)
Balance as of June 30, 2013	$	17,844	$	1,298	$	19,142

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Business Segment Information

9 Months Ended

Jun. 30, 2013

Segment Reporting [Abstract]

Segment Reporting Disclosure Text Block

Note 11. Business Segment Information

       The Company is organized based upon the products and services it provides to its customers. The Company's operations are comprised of the Pharmaceutical Distribution reportable segment and Other. The Pharmaceutical Distribution reportable segment consists of the ABDC and ABSG operating segments. Other consists of the AmerisourceBergen Consulting Services (“ABCS”) and World Courier Group, Inc. (“World Courier”) operating segments.

The following tables illustrate reportable segment information for the three andnine months ended June 30, 2013 and 2012 (in thousands):

	Revenue
	Three months ended				Nine months ended
	June 30,				June 30,
	2013		2012		2013		2012
Pharmaceutical Distribution	$	21,490,543	$	18,985,491	$	62,300,468	$	58,243,723
Other		466,710		397,452		1,329,984		903,178
Intersegment eliminations		(50,605)		(56,136)		(140,325)		(130,538)
Revenue	$	21,906,648	$	19,326,807	$	63,490,127	$	59,016,363

Intersegment eliminations primarily representthe elimination of certain ABCS sales to the Pharmaceutical Distribution reportable segment.

	Operating Income
	Three months ended				Nine months ended
	June 30,				June 30,
	2013		2012		2013		2012
Pharmaceutical Distribution	$	165,079	$	307,345	$	774,599	$	947,064
Other		25,060		21,176		70,569		54,506
Warrants		(35,815)		-		(39,576)		-
Employee severance, litigation and other		(19,678)		(4,135)		(21,383)		(16,721)
Operating income		134,646		324,386		784,209		984,849
Other loss (income)		525		(4,785)		1,251		(4,917)
Interest expense, net		18,190		23,771		55,225		69,432
Income before income taxes	$	115,931	$	305,400	$	727,733	$	920,334

Segment operating income is evaluated before Warrant expense;employee severance, litigation and other; other loss (income); and interest expense, net. All corporate office expenses are allocated to ABDC and ABSG within the Pharmaceutical Distribution reportable segment and to ABCS and World Courier within Other.

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Income Taxes (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Jun. 30, 2013	Mar. 18, 2013	Jun. 30, 2012
Current Income Tax Expense (Benefit), Continuing Operations [Abstract]
Unrecognized Tax Benefits	$ 50.90
Unrecognized Tax Benefits That Would Impact Effective Tax Rate	36.00
Unrecognized Tax Benefits Income Tax Penalties And Interest Accrued	7.90
Unrecognized Tax Benefits Period Increase Decrease	7.60
Significant Change In Unrecognized Tax Benefits Is Reasonably Possible Amount Of Unrecorded Benefit	3.30
Full Value of Warrants		$ 242.40	$ 467.60

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Discontinued Operations (Details)	3 Months Ended		9 Months Ended			3 Months Ended	9 Months Ended		3 Months Ended
	Jun. 30, 2013 USD ($)	Jun. 30, 2012 USD ($)	Jun. 30, 2013 USD ($)	Jun. 30, 2012 USD ($)	Sep. 30, 2012 USD ($)	Jun. 30, 2013 AmerisourceBergen Canada Corporation [Member] USD ($)	Jun. 30, 2013 AmerisourceBergen Canada Corporation [Member] USD ($)	Jun. 30, 2013 AmerisourceBergen Canada Corporation [Member] CAD	Jun. 30, 2013 AndersonBrecon [Member] USD ($)
Discontinued Operations Details [Abstract]
disposal group including discontinued operation revenue	$ 265,724,000	$ 442,577,000	$ 1,181,232,000	$ 1,194,481,000
disposal group including discontinued operation operating income	105,950,000	(11,607,000)	(50,663,000)	(19,892,000)
disposal group accounts receivable					187,179,000
disposal group inventory					249,463,000
disposal group property plant and equipment, net					131,907,000
Disposal Group Including Discontinued Operation Goodwill and Other Intangible Assets					85,163,000
disposal group other assets					9,141,000
assets of disposal group					662,853,000
disposal group accounts payable					152,110,000
disposal group accrued liabilities					16,554,000
disposal group other liabilities					71,042,000
Liabilities of Disposal Group, Including Discontinued Operation					239,706,000
Disposal Group Net Assets					423,147,000
Income Statement, Balance Sheet and Additional Disclosures by Disposal Group Including Discontinued Operations [Line Items]
Discontinued Operation Gain Loss From Disposal of Discontinued Operation Before Income Tax						8,900,000	134,800,000		114,300,000
goodwillimpairmentloss							26,900,000
Proceeds from sales of businesses			331,630,000	0		67,900,000			308,100,000
Discontinued Operations Note Due from Buyer								50,000,000
Discontinued Operations Annual Interest Rate on Note Due from Buyer								3.00%
Other Comprehensive Income (Loss), Foreign Currency Transation and Translation Reclassification Adjustment Realized Upon Sale or Liquidation, Net of Tax	$ 9,300,000

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Business Segment Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	$ 21,906,648	$ 19,326,807	$ 63,490,127	$ 59,016,363
Segment Reporting Information [Line Items]
Operating Income (Loss)	134,646	324,386	784,209	984,849
Warrants	(35,815)	0	(39,576)	0
Employee severance, litigation and other	(19,678)	(4,135)	(21,383)	(16,721)
Other loss (income)	525	(4,785)	1,251	(4,917)
Interest expense, net	18,190	23,771	55,225	69,432
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Cumulative Effects of Changes in Accounting Principles, Noncontrolling Interest	115,931	305,400	727,733	920,334
Pharmaceutical Distribution [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	21,490,543	18,985,491	62,300,468	58,243,723
Segment Reporting Information [Line Items]
Operating Income (Loss)	165,079	307,345	774,599	947,064
Other Segment [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	466,710	397,452	1,329,984	903,178
Segment Reporting Information [Line Items]
Operating Income (Loss)	25,060	21,176	70,569	54,506
Intersegment Elimination [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	$ (50,605)	$ (56,136)	$ (140,325)	$ (130,538)

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Employee Severance, Litigation and Other (Details) (USD $)	3 Months Ended		9 Months Ended		12 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Sep. 30, 2012
Facility Consolidations, Employee Severance and Other (Details) [Abstract]
Expenses Incurred Under Restructuring					$ 34,700,000
Expenses Incurred in Connection with Exiting Multi Employer Pension Plan					10,300,000
Employees Terminated Under Restructuring Activities	297
Payment to Settle Restructuring Legal Matter	16,000,000
Expenses Incurred for Facility Closure Costs			4,500,000
Expenses Incurred for Deal Related Costs			22,800,000
Reversal of Severance Costs			5,900,000
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve			48,835,000
Restructuring Charges	19,678,000	4,135,000	21,383,000	16,721,000
Restructuring Reserve Settled With Cash			(51,076,000)
Restructuring Reserve	19,142,000		19,142,000		48,835,000
employee severance
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve			30,982,000
Restructuring Charges			(1,420,000)
Restructuring Reserve Settled With Cash			(11,718,000)
Restructuring Reserve	17,844,000		17,844,000
other restructuring
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve			17,853,000
Restructuring Charges			22,803,000
Restructuring Reserve Settled With Cash			(39,358,000)
Restructuring Reserve	$ 1,298,000		$ 1,298,000

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Business Segment Information (Tables)

9 Months Ended

Jun. 30, 2013

Reconciliation from Segment Totals to Consolidated [Abstract]

Reconciliation of Revenue from Segments to Consolidated [Table Text Block]

	Revenue
	Three months ended				Nine months ended
	June 30,				June 30,
	2013		2012		2013		2012
Pharmaceutical Distribution	$	21,490,543	$	18,985,491	$	62,300,468	$	58,243,723
Other		466,710		397,452		1,329,984		903,178
Intersegment eliminations		(50,605)		(56,136)		(140,325)		(130,538)
Revenue	$	21,906,648	$	19,326,807	$	63,490,127	$	59,016,363

Schedule of Segment Reporting Information, by Segment [Table Text Block]

	Operating Income
	Three months ended				Nine months ended
	June 30,				June 30,
	2013		2012		2013		2012
Pharmaceutical Distribution	$	165,079	$	307,345	$	774,599	$	947,064
Other		25,060		21,176		70,569		54,506
Warrants		(35,815)		-		(39,576)		-
Employee severance, litigation and other		(19,678)		(4,135)		(21,383)		(16,721)
Operating income		134,646		324,386		784,209		984,849
Other loss (income)		525		(4,785)		1,251		(4,917)
Interest expense, net		18,190		23,771		55,225		69,432
Income before income taxes	$	115,931	$	305,400	$	727,733	$	920,334

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Consolidated Statements of Cash Flows (Unaudited) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
OPERATING ACTIVITIES
Net income	$ 382,684	$ 555,492
Loss from discontinued operations, net of income taxes	60,190	15,420
Income from continuing operations	442,874	570,912
Adjustments to reconcile income from continuing operations to net cash provided by operating activities:
Depreciation, including amounts charged to cost of goods sold	102,737	81,965
Amortization, including amounts charged to interest expense	23,908	18,636
Provision for doubtful accounts	7,922	22,300
Provision for deferred income taxes	12,390	45,897
Warrant expense	39,576	0
Share-based compensation	26,900	18,437
Other	(5,873)	(5,288)
Changes in operating assets and liabilities, excluding the effects of acquisitions:
Accounts receivable	(835,697)	122,297
Merchandise inventories	(399,087)	207,607
Prepaid expenses and other assets	(65,656)	48,766
Accounts payable, accrued expenses, and income taxes	1,380,353	(228,351)
Other liabilities	4,692	(12,035)
Net cash provided by operating activities - continuing operations	735,039	891,143
Net cash provided by (used in) operating activities - discontinued operations	84,025	(131,088)
NET CASH PROVIDED BY OPERATING ACTIVITIES	819,064	760,055
INVESTING ACTIVITIES
Capital expenditures	(137,927)	(92,881)
Cost of acquired companies, net of cash acquired	0	(778,755)
Proceeds from sales of businesses	331,630	0
Other	523	23
Net cash used in investing activities - continuing operations	194,226	(871,613)
Net cash used in investing activities - discontinued operations	(11,672)	(34,712)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES	182,554	(906,325)
FINANCING ACTIVITIES
Long-term debt borrowings	0	499,290
Long term debt repayments	0	(55,000)
Borrowings under revolving and securitization credit facilities	2,330,000	30,500
Repayments under revolving and securitization credit facilities	(2,330,000)	(30,500)
Purchases of common stock	(401,091)	(514,258)
Exercises of stock options, including excess tax benefits of $35,275 and $21,490 in fiscal 2013 and 2012, respectively	132,766	91,092
Cash dividends on common stock	(147,005)	(100,081)
Purchase of capped call options	(27,906)	0
Debt issuance costs and other	(6,867)	(10,528)
Net cash used in financing activities - continuing operations	(450,103)	(89,485)
Net cash (used in) provided by financing activities - discontinued operations	(50,538)	65,513
NET CASH USED IN FINANCING ACTIVITIES	(500,641)	(23,972)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	500,977	(170,242)
Cash and cash equivalents at beginning of period	1,066,608	1,825,990
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$ 1,567,585	$ 1,655,748

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Summary of Significant Accounting Policies

9 Months Ended

Jun. 30, 2013

General Policy [Abstract]

Summary of Significant Accounting Policies

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 June 30, 2013 and the results of operations and cash flows for the interim periods ended June 30, 2013 and 2012 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 Exhibit 99.1 of the Company'sCurrent Report on Form 8-K filed on July 16, 2013, which retrospectively revised the financial statements and related notes included in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2012.

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.

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

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Goodwill and Other Intangible Assets

9 Months Ended

Jun. 30, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

Note 4.Goodwill and Other Intangible Assets

Following is a summary of the changes in the carrying value of goodwill, by reportable segment, for the nine monthsended June 30, 2013 (in thousands):

	Pharmaceutical Distribution		Other		Total
Goodwill at September 30, 2012	$	2,422,975	$	520,009	$	2,942,984
Foreign currency translation and other		(1,437)		3,000		1,563
Goodwill at June 30, 2013	$	2,421,538	$	523,009	$	2,944,547

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

	June 30, 2013						September 30, 2012
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Indefinite-lived
intangibles - trade
names	$	343,845	$	-	$	343,845	$	344,004	$	-	$	344,004
Finite-lived
intangibles:
Customer
relationships		265,739		(75,989)		189,750		265,981		(61,865)		204,116
Other		68,202		(41,541)		26,661		67,896		(35,568)		32,328
Total other intangible
assets	$	677,786	$	(117,530)	$	560,256	$	677,881	$	(97,433)	$	580,448

Amortization expense for other intangible assets was $20.4 million and $14.6 million in the nine months ended June 30, 2013 and 2012, respectively. Amortization expense for other intangible assets is estimated to be $27.1 million in fiscal 2013, $25.4 million in fiscal 2014, $21.4 million in fiscal 2015, $20.4 million in fiscal 2016, $16.9 million in fiscal 2017, and $125.6 million thereafter.

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Discontinued Operations

9 Months Ended

Jun. 30, 2013

discontinued operation income loss from discontinued operation

disposalgroupsincludingdiscontinuedoperationsdisclosuretextblock

Note 2. Discontinued Operations

In May 2013, the Company completed the divestiture of its packaging and clinical trials services business, AndersonBrecon (“AB”),and completed the divestiture of AmerisourceBergen Canada Corporation (“ABCC”).The Company previously committed to a plan to divest both businesses and therefore classified AB and ABCC's assets and liabilities as held for sale in the accompanying consolidated balance sheets and classified AB and ABCC's operating results, net of tax, as discontinued operations in the accompanying consolidated statements of operations for all periods presented. Prior to being classified within discontinued operations, AB was included in Other and ABCC was included in Pharmaceutical Distribution for segment reporting. AB and ABCC's revenue and income (loss) before income taxes were as follows:

		Three months ended June 30,				Nine months ended June 30,
(in thousands)		2013		2012	2013		2012
Revenue	$	265,724	$	442,577	$	1,181,232	$	1,194,481
Income (loss) before income
taxes	$	105,950	$	(11,607)	$	(50,663)	$	(19,892)

The income before income taxes in the three months ended June 30, 2013 includes a$114.3 million gain on the sale of AB and an $8.9 million increase to the previously estimated loss on sale of ABCC. The loss in the nine months ended June 30, 2013 also includes a goodwill impairment charge of $26.9 million and the initial estimated$134.8 million loss on the sale of ABCC. Both divestitures are subject to final purchase price working capital adjustments.

The gain on the sale of AB and the loss on the sale of ABCC include the reclassification of $9.3 million of cumulative foreign currency translation losses included within accumulated other comprehensive income. The loss on the sale of ABCC will offset the gain on the sale of AB, and as a result, there is no impact on income tax expense.

       The Company sold AB for $308.1 million and sold ABCC for $67.9 million, including a C$50.0 million note due from the buyer, with interest accruing at 3% annually, and scheduled monthly payments to be made over a seven-year term commencing in June 2013. The Company entered into a foreign currency denominated contract to hedge the foreign currency exchange risk associated with the Canadian Note.

The following table summarizes the assets and liabilities of AB and ABCC when they were classified as held for sale (in thousands):

		September 30,
		2012
Assets:
	Accounts receivable	$	187,179
	Merchandise inventories		249,463
	Property and equipment, net		131,907
	Goodwill and other intangible assets		85,163
	Other assets		9,141
Assets held for sale			662,853
Liabilities:
	Accounts payable		152,110
	Accrued expenses and other		16,554
	Other liabilities		71,042
Liabilities held for sale			239,706
Net assets		$	423,147

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Goodwill and Other Intangible Assets (Details) (USD $)	3 Months Ended		9 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Sep. 30, 2012
Goodwill [Line Items]
Goodwill at September 30, 2012			$ 2,942,984,000
Goodwill, Other Changes	1,563,000
Goodwill at June 30, 2013	2,944,547,000		2,944,547,000
Indefinite-lived intangibles-trade names	343,845,000		343,845,000		344,004,000
Finite Lived Intangible Assets [Line Items]
Intangible Assets Gross Excluding Goodwill	677,786,000		677,786,000		677,881,000
Intangible Assets Accumulated Amortization Excluding Goodwill	117,530,000		117,530,000		97,433,000
Intangible Assets Net Excluding Goodwill	560,256,000		560,256,000		580,448,000
Amortization of Intangible Assets	6,743,000	5,981,000	20,352,000	14,603,000
Future Amortization Expense Year One	27,100,000		27,100,000
Future Amortization Expense Year Two	25,400,000		25,400,000
Future Amortization Expense Year Three	21,400,000		21,400,000
Future Amortization Expense Year Four	20,400,000		20,400,000
Future Amortization Expense Year Five	16,900,000		16,900,000
Future Amortization Expense, after Year Five	125,600,000		125,600,000
Customer Relationships [Member]
Finite Lived Intangible Assets [Line Items]
Finite Lived Intangible Assets Gross	265,739,000		265,739,000		265,981,000
Finite Lived Intangible Assets Accumulated Amortization	75,989,000		75,989,000		61,865,000
Finite Lived Intangible Assets Net	189,750,000		189,750,000		204,116,000
Other Finite Lived Intangibles [Member]
Finite Lived Intangible Assets [Line Items]
Finite Lived Intangible Assets Gross	68,202,000		68,202,000		67,896,000
Finite Lived Intangible Assets Accumulated Amortization	41,541,000		41,541,000		35,568,000
Finite Lived Intangible Assets Net	26,661,000		26,661,000		32,328,000
Pharmaceutical Distribution [Member]
Goodwill [Line Items]
Goodwill at September 30, 2012					2,422,975,000
Goodwill, Other Changes	(1,437,000)
Goodwill at June 30, 2013	2,421,538,000		2,421,538,000		2,422,975,000
Other Segment [Member]
Goodwill [Line Items]
Goodwill at September 30, 2012					520,009,000
Goodwill, Other Changes	3,000,000
Goodwill at June 30, 2013	$ 523,009,000		$ 523,009,000		$ 520,009,000

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Litigation Settlements (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended	9 Months Ended
	Jun. 30, 2013	Jun. 30, 2013
Litigation Settlements (Details) [Abstract]
Antitrust Settlements Gain	$ 6.00	$ 21.70

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Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Jun. 30, 2013	Sep. 30, 2012
Current assets:
Allowances for returns and doubtful accounts	$ 351,221	$ 338,245
Stockholders' equity:
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	600,000,000	600,000,000
Common stock, shares issued	267,137,701	262,542,659
Common stock, shares outstanding	230,795,299	235,394,281
Treasury stock, shares held	36,342,402	27,148,378

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Employee Severance, Litigation and Other

9 Months Ended

Jun. 30, 2013

Facility Consolidations, Employee Severance and Other [Abstract]

Facility Consolidations, Employee Severance and Other

Note 7. Employee Severance, Litigation and Other

       During fiscal 2012, the Company introduced a number of initiatives, some of which were made possible as a result of efficiencies gained through the implementation of the Company's enterprise resource planningsystem, to improve its operating efficiency across many of its businesses and certain administrative functions. In connection with these initiatives, the Company recorded $34.7million of severance and other related costs in fiscal 2012. Other costs included an estimated $10.3 million liability to exit our participation in a multi-employer pension plan resulting from a planned AmerisourceBergen Drug Corporation (“ABDC”) distribution facility closure in fiscal 2013. Through June 30, 2013, 297 employees have been severed related to the fiscal 2012 initiatives.

In the nine months ended June 30, 2013, the Company incurred $22.8million of deal-related transaction costs(primarily related to professional fees with respect to the Walgreens and Alliance Boots transaction), $4.5million of facility closure and other costs, and reversed $5.9million of severance costs that were initially recorded in connection with the fiscal 2012 initiatives. As a result of the recently announced Walgreens ten-year pharmaceutical distribution agreement, the Company terminated a significant portion of its previously planned fiscal 2012 initiatives.

In December 2012, the Company paid $16 million to settle aqui tam matter, which was accrued within Litigation and Other as of September 30, 2012.

The following table displays the activity in accrued expenses and other from September 30, 2012 to June 30, 2013 related to the matters discussed above (in thousands):

	Employee		Litigation and
	Severance		Other		Total
Balance as of September 30, 2012	$	30,982	$	17,853	$	48,835
Expense recorded during the period		(1,420)		22,803		21,383
Payments made during the period		(11,718)		(39,358)		(51,076)
Balance as of June 30, 2013	$	17,844	$	1,298	$	19,142

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Consolidated Statements of Comprehensive Income (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Statement of Income and Comprehensive Income [Abstract]
Net income	$ 168,439	$ 181,271	$ 382,684	$ 555,492
Net change in foreign currency translation adjustments	1,067	(5,202)	(22,574)	6,266
Other	80	27	134	81
Total other comprehensive (loss) income	1,147	(5,175)	(22,440)	6,347
Total comprehensive income	$ 169,586	$ 176,096	$ 360,244	$ 561,839

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Sep. 30, 2012
Current assets:
Cash and cash equivalents	$ 1,567,585	$ 1,066,608
Accounts receivable, less allowances for returns and doubtful accounts: $351,221 at June 30, 2013 and $338,245 at September 30, 2012	4,585,488	3,784,619
Merchandise inventories	5,895,089	5,472,010
Prepaid expenses and other	90,911	72,374
Assets held for sale	0	662,853
Total current assets	12,139,073	11,058,464
Property and equipment, at cost:
Land	37,538	33,009
Buildings and improvements	321,834	324,264
Machinery, equipment and other	1,057,279	942,604
Total property and equipment	1,416,651	1,299,877
Less accumulated depreciation	(639,560)	(556,193)
Property and equipment, net	777,091	743,684
Goodwill and other intangible assets	3,504,803	3,523,432
Other assets	158,365	116,676
TOTAL ASSETS	16,579,332	15,442,256
Current liabilities:
Accounts payable	11,009,224	9,492,589
Accrued expenses and other	441,017	570,210
Deferred income taxes	991,407	963,081
Liabilities held for sale	0	239,706
Total current liabilities	12,441,648	11,265,586
Long-term debt, net of current portion	1,396,439	1,395,931
Other liabilities	323,051	325,897
Stockholders' equity:
Common stock, $0.01 par value - authorized: 600,000,000 shares; issued and outstanding: 267,137,701 shares and 230,795,299 shares, at June 30, 2013, respectively, and 262,542,659 shares and 235,394,281 shares at September 30, 2012, respectively	2,671	2,625
Additional paid-in capital	2,398,239	2,252,470
Retained earnings	1,506,102	1,270,423
Accumulated other comprehensive loss	(55,097)	(32,657)
Treasury stock, at cost: 36,342,402 shares at June 30, 2013 and 27,148,378 shares at September 30, 2012	(1,433,721)	(1,038,019)
Total stockholders' equity	2,418,194	2,454,842
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 16,579,332	$ 15,442,256

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Debt (Details) (USD $)	1 Months Ended	3 Months Ended
	Jul. 31, 2013	Jun. 30, 2013	Sep. 30, 2012
Debt Instrument [Line Items]
Long Term Debt		$ 1,396,439,000	$ 1,395,931,000
Long-term debt, net of current portion		1,396,439,000	1,395,931,000
Short-term Debt, Terms		The Company has a commercial paper program whereby it may from time to time issue short-term promissory notes in an aggregate amount of up to $700 million at any one time. Amounts available under the program may be borrowed, repaid, and re-borrowed from time to time. The maturities on the notes will vary, but may not exceed 365 days from the date of issuance. The notes will bear interest rates, if interest bearing, or will be sold at a discount from their face amounts. The commercial paper program does not increase the Company's borrowing capacity as it is fully backed by the Company's Multi-Currency Revolving Credit Facility.
Receivables Securitization Facility [Member]
Debt Instrument [Line Items]
Debt Instrument, Maturity Date, Description		June 2016
Long Term Debt		0	0
Line of Credit Facility, Maximum Borrowing Capacity		950,000,000
Line of Credit Facility, Interest Rate Description		prevailing market rates for short-term commercial paper or LIBOR plus a program fee of 75 basis points
Debt Instrument Fee Rate At Period End		40 basis points, annually,
Line of Credit Facility, Covenant Terms		The Receivables Securitization Facility contains similar covenants to the Multi-Currency Revolving Credit Facility
Debt Instrument Ability to Increase Commitment Subject to Lender Approval		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
Multi Currency Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Debt Instrument, Maturity Date, Description	July 2018
Long Term Debt		0	0
Line of Credit Facility, Maximum Borrowing Capacity	1,400,000,000
Line of Credit Facility, Interest Rate Description		68 basis points to 155 basis points (68 basis points to 130 basis points effective with the July 2013 amendment) over LIBOR/EURIBOR/Bankers Acceptance Stamping Fee
Interest Rate for Debt at Period End Narrative Detail		90 basis points over LIBOR/EURIBOR/Bankers Acceptance Stamping Fee
Debt Instrument Fee Rate Effective Percentage Rate Range		7 basis points to 20 basis points, annually, of the total commitment
Debt Instrument Fee Rate At Period End		10 basis points
Line of Credit Facility, Covenant Terms		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.
Interest Rate Option on Canadian Borrowings		the Canadian prime rate or the CDOR rate
Senior Notes Due 2015 [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount		500,000,000
Debt Instrument, Interest Rate, Stated Percentage		5.875%
Debt Instrument, Maturity Date, Description		2015
Long Term Debt		499,304,000	499,091,000
Senior Notes Due 2019 [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount		400,000,000
Debt Instrument, Interest Rate, Stated Percentage		4.875%
Debt Instrument, Maturity Date, Description		2019
Long Term Debt		397,726,000	397,485,000
Senior Notes Due 2021 [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount		500,000,000
Debt Instrument, Interest Rate, Stated Percentage		3.50%
Debt Instrument, Maturity Date, Description		2021
Long Term Debt		499,409,000	499,355,000
Revolving Credit Note [Member]
Debt Instrument [Line Items]
Long Term Debt		0	0
Line of Credit Facility, Maximum Borrowing Capacity		$ 45,000,000

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Stockholders' Equity and Earnings Per Share (Tables)

9 Months Ended

Jun. 30, 2013

Stockholders' Equity and Earnings Per Share (Tables) [Abstract]

Schedule of Weighted Average Number of Shares [Table Text Block]

	Three months ended		Nine months ended
	June 30,		June 30,
(in thousands)	2013	2012	2013	2012
Weighted average common shares outstanding - basic	231,002	252,116	231,273	256,260
Effect of dilutive securities: stock options,
restricted stock, and restricted stock units	4,667	3,609	4,155	4,144
Weighted average common shares outstanding - diluted	235,669	255,725	235,428	260,404

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Stockholders' Equity and Earnings per Share

9 Months Ended

Jun. 30, 2013

Stockholders' Equity and Earnings per Share [Abstract]

Stockholders' Equity and Earnings per Share

Note 6.Stockholders' Equity and Earnings per Share

In November 2012, the Company's board of directors increased the quarterly cash dividend by 62% from $0.13 per share to $0.21 per share.

In May 2012, the Company's board of directors authorized a program allowing the Company to purchase up to $750 million of its outstanding shares of common stock, subject to market conditions. In August 2012, the Company entered into an Accelerated Share Repurchase (“ASR”) transaction with a financial institution and paid $650 million for an initial delivery of 16.8 million shares. The initial payment of $650 million funded stock purchases of $647.2 million, $2.0million of previously declared dividends that were scheduled to be paid in September 2012, and $0.8 million in other fees. The number of shares ultimately purchased was based on the volume-weighted average price of the Company's common stock during the term of the ASR. The ASR transaction was settled in October 2012, at which time the Company received 0.1 million incremental shares. In addition to the ASR transaction, during the fiscal year ended September 30, 2012, the Company purchased 0.2 million shares of its common stock for a total of$5.9 million and during the three months ended December 31, 2012, the Company purchased 0.6 million shares of its common stock for $25.7 million under this program. This program was closed in the three months ended December 31, 2012 as a result of the November 2012 ASR transaction (see below).

In November 2012, the Company's board of directors authorized a new program allowing the Company to purchase up to $750 million of its outstanding shares of common stock, subject to market conditions. Subsequently, in November 2012, the Company entered into an ASR transaction with a financial institution and paid $250 million for a delivery of 6.2 million shares. The initial payment of $250 million funded stock purchases of $248.5 million, $1.3million of previously declared dividends that were scheduled to be paid in December 2012, and $0.2 million in other fees. The amount ultimately paid was based on the volume-weighted average price of the Company's common stock during the term of the ASR. The ASR transaction was settled in December 2012,at which time the Company paid the financial institution a cash settlement of $10.3 million. The Company applied 1.7 million shares for $71.2 million to the May 2012 share repurchase program, which completed its authorization under that program. The Company applied the remaining 4.5 million shares from the November 2012 ASR for $187.6 million to the November 2012 share repurchase program. In addition to the ASR transaction, during the three months ended June 30, 2013, the Company purchased 2.1 million shares of its common stock for $116.4 million. The Company had $446.1million of availability remaining under this share repurchase program as of June 30, 2013.

In March 2013, the Company, Walgreens, and Alliance Boots announced various agreements and arrangements pursuant to which Walgreens and Alliance Boots together were granted the right to purchase a minority equity position in the Company, beginning with the right, but not the obligation, to purchase up to 19,859,795 shares of the Company's common stock (approximately 7% of the Company's common stock, on a fully diluted basis as of the date of issuance, assuming the exercise in full of the Warrants, as defined below) in open market transactions. In connection with these arrangements, Walgreens Pharmacy Strategies, LLC, a wholly owned subsidiary of Walgreens, was issued (a) a warrant to purchase up to 11,348,456 shares of the Company's common stock at an exercise price of $51.50 per share exercisable during a six month period beginning in March 2016, and (b) a warrant to purchase up to 11,348,456 shares of the Company's common stock at an exercise price of $52.50 per share exercisable during a six-month period beginning in March 2017 and Alliance Boots Luxembourg S.à.r.l., a wholly owned subsidiary of Alliance Boots, was issued (a) a warrant to purchase up to 11,348,456 shares of the Company's common stock at an exercise price of $51.50 per share exercisable during a six-month period beginning in March 2016 and (b) a warrant to purchase up to 11,348,456 shares of the Company's common stock at an exercise price of $52.50 per share exercisable during a six-month period beginning in March 2017 (collectively, the “Warrants”).

The Company's accounting for the Warrants has been determined in accordance with the guidance for equity-based payments to non-employees. The various agreements and arrangements with Walgreens and Alliance Boots established various performance commitments that they must satisfy during thevesting periods of the Warrants, and if not fulfilled, the Company has the right to cancel the Warrants. The fair value of the Warrants was initially measured at the date of issuance, and is expensed over the three and four year vesting periods as an operating expense. The fair value of the Warrants will be re-measured at the end of each reporting period, and an adjustment will be recorded, if necessary, in the statement of operations to record the impact as if the newly measured fair value of the awards had been used in recognizing expense starting when the awards were originally issued and through the remeasurement date.  As a result, future Warrant expense could fluctuate significantly.

With the assistance of a third-party valuation firm, the Company valued these Warrants as of March 18, 2013 (date of issuance) and updated the valuation each subsequent quarter end using a binomial lattice model approach. As of June 30, 2013, the Warrants with an exercise price of $51.50 were valued at $9.94 per share and the Warrants with an exercise price of $52.50 were valued at $10.66 per share. In total, the Warrants were valued at $467.6 million as of June 30, 2013. The valuation of the Warrants considers the Company's common stock price and various assumptions, such as the volatility of the Company's common stock, the expected remaining life of the Warrants, the expected dividend yield, and the risk-free interest rate.

In June 2013, the Company commenced a hedging strategy to partially mitigate the impact of future increases in the market price of its common stock on its plan to repurchase shares of its common stock to offset the potential dilution associated with the Warrants upon their exercise. The Company's strategy was implemented by entering into a contract with a financial institution pursuant to which it will execute a series of issuer capped call option transactions (“Capped Calls”). The Company intends to repurchase shares approximating 60% of the potential dilution associated with the Warrants upon their exercise using this hedging strategy. However, the hedge execution will be based upon market conditions and may be stopped at any time by the Company.

Through June 30, 2013, the Company purchased Capped Calls on 4.7 million shares of its common stock for a total premium of $43.5 million, which was recorded as a reduction of paid-in capital. The Capped Calls permit the Company to acquire shares of its common stock at strike prices of $51.50 and $52.50 and have expiration dates ranging from February 2016 through October 2017. The Capped Calls permit net share settlement, which is limited by caps in the market price of the Company's common stock. The Company has accounted for the Capped Calls as equity contracts.

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, restricted stock units, and the Warrants.

	Three months ended		Nine months ended
	June 30,		June 30,
(in thousands)	2013	2012	2013	2012
Weighted average common shares outstanding - basic	231,002	252,116	231,273	256,260
Effect of dilutive securities: stock options,
restricted stock, and restricted stock units	4,667	3,609	4,155	4,144
Weighted average common shares outstanding - diluted	235,669	255,725	235,428	260,404

There were no potentially dilutive stock options that were antidilutive for the three and nine months ended June 30, 2013. The potentially dilutive stock options that were antidilutive for the three and nine months ended June 30, 2012 were 6.4 million and 4.6 million, respectively.

For each reporting period, the dilutive impact of the shares potentially issuable upon exercise of the Warrants is required to be calculated using the treasury stock method. Under this approach, the diluted number of shares is determined by dividing the assumed proceeds of the Warrants by the average stock price during the reporting period and then comparing that amount against the number of the Warrants issued. The assumed proceeds are calculated by multiplying the number of shares underlying the Warrants by the exercise price, plus the amount of unrecognized expense during the period. The unrecognized expense represents the difference between the fair value of Warrants as of the balance sheet date and the cumulative amount of Warrant expense recognized in the Company's Consolidated Statements of Operations. The inclusion of the unrecognized expense in the calculation of assumed proceeds has the effect of reducing the dilutive impact of the Warrants, particularly in the earlier periods of the life of the Warrants. As a result, the Warrants were antidilutive for the three and nine months ended June 30, 2013.

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Stockholders' Equity and Earnings per Share (Details) (USD $)	1 Months Ended				3 Months Ended		9 Months Ended				3 Months Ended		1 Months Ended						3 Months Ended	12 Months Ended	1 Months Ended	3 Months Ended
	Dec. 31, 2012	Nov. 30, 2012	Oct. 31, 2012	Aug. 31, 2012	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Mar. 31, 2013	Mar. 18, 2013	Jun. 30, 2013 First Group of Tranches [Member]	Jun. 30, 2013 Second Group of Tranches [Member]	Mar. 31, 2013 Walgreens Warrant 1 [Member]	Mar. 31, 2013 Walgreens Warrant 2 [Member]	Mar. 31, 2013 Alliance Boots Warrant 1 [Member]	Mar. 31, 2013 Alliance Boots Warrant 2 [Member]	Nov. 30, 2012 May 2012 Share Repurchase Program [Member]	May 31, 2012 May 2012 Share Repurchase Program [Member]	Jun. 30, 2013 May 2012 Share Repurchase Program [Member]	Sep. 30, 2012 May 2012 Share Repurchase Program [Member]	Nov. 30, 2012 November 2012 Share Repurchase Program [Member]	Jun. 30, 2013 November 2012 Share Repurchase Program [Member]
Stockholders' Equity and Earnings per Share (Details) [Abstract]
Dividend Increase Percentage		62.00%
Dividends Declared		$ 0.21
Basic					231,002,000	252,116,000	231,273,000	256,260,000
Incremental Common Shares Attributable To Share Based Payment Arrangements					4,667,000	3,609,000	4,155,000	4,144,000
Diluted					235,669,000	255,725,000	235,428,000	260,404,000
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount						6,400,000		4,600,000
Treasury Stock Purchase Programs [Line Items]
Stock Repurchase Program, Authorized Amount																		750,000,000			750,000,000
Treasury Stock Value Acquired Cost Method																			25,700,000	5,900,000		116,400,000
Treasury Stock, Shares, Acquired																			600,000	200,000		2,100,000
Accelerated Share Repurchase Program Initial Payment		250,000,000		650,000,000
Accelerated Share Repurchase Program Shares Acquired		6,200,000		16,800,000
Accelerated Share Repurchase Program Payment Applied to Stock Purchase		248,500,000		647,200,000
Accelerated Share Repurchase Program Payment Applied to Dividends		1,300,000		2,000,000
Accelerated Share Repurchase Program Payment Applied to Other Fees		200,000		800,000
Accelerated Share Repurchase Program Incremental Shares at End of Program			100,000
accelerated share repurchase program adjustment	10,300,000
Accelerated Share Repurchase Program Shares Purchased																	1,700,000				4,500,000
Accelerated Share Repurchase Program Dollars Purchased																	71,200,000				187,600,000
Stock Repurchase Program Remaining Authorized Amount					446,100,000
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Date from which Warrants or Rights are Exercisable													Mar. 01, 2016	Mar. 01, 2017	Mar. 01, 2016	Mar. 01, 2017
Class of Warrant or Right, Number of Securities Called by Warrants or Rights													11,348,456	11,348,456	11,348,456	11,348,456
Class of Warrant or Right, Strike Price													$ 51.50	$ 52.50	$ 51.50	$ 52.50
Shares to Which Framework Agreement Allows Open Market Purchases									19,859,795
Percentage of Common Stock Purchases in Open Market Granted under Framework Agreement									0.07
Fair Value per Share of First Tranche of Warrants						$ 9.94		$ 9.94
Fair Value per Share of Second Tranche of Warrants						$ 10.66		$ 10.66
Full Value of Warrants						467,600,000		467,600,000		242,400,000
Forward Contract Indexed to Issuer's Equity [Line Items]
Forward Contract Indexed to Issuer's Equity, Forward Rate											$ 51.50	$ 52.50
Derivative, Cost of Hedge					$ 43,500,000
Percentage of Warrant Dilution Intended to be Hedged with Contract					60.00%
Shares Covered Under Derviative Purchases					4,700,000		4,700,000

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Litigation Settlements

9 Months Ended

Jun. 30, 2013

Litigation Settlements [Abstract]

Litigation Settlements

Note 9. Litigation Settlements

Antitrust Settlements

       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 named a 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 have gone to trial, but some have settled in the past with the Company receiving proceeds from the settlement funds. During the three and ninemonths ended June 30, 2013, the Company recognized gains of $6.0 million and $21.7 million, respectively, relating to the above-mentioned class action lawsuits. The Company recognized no such gains during the three and nine months ended June 30, 2012. These gains, which are net of attorney fees and estimated payments due to other parties, were recorded as reductions to cost of goods sold in the Company's consolidated statements of operations.

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Debt

9 Months Ended

Jun. 30, 2013

Debt Disclosure [Abstract]

Debt

Note 5.Debt

Debt consisted of the following (in thousands):

	June 30,		September 30,
	2013		2012
Receivables securitization facility due 2016	$	-	$	-
Multi-currency revolving credit facility due 2018		-		-
Revolving credit note		-		-
$500,000, 5 7/8% senior notes due 2015		499,304		499,091
$400,000, 4 7/8% senior notes due 2019		397,726		397,485
$500,000, 3 1/2% senior notes due 2021		499,409		499,355
Total debt	$	1,396,439	$	1,395,931

The Company has a multi-currency senior unsecured revolving credit facility for $700 million, which was scheduled to expire in November 2017 (the “Multi-Currency Revolving Credit Facility”), with a syndicate of lenders. In July 2013, the Company entered into an amendment with the syndicate of lenders primarily to increase the capacity of the Multi-Currency Revolving Credit Facility to $1.4 billion and to extend the maturity date to July 2018. Interest on borrowings under the Multi-Currency Revolving Credit Facility accrues at specified rates based on the Company's debt rating and ranges from 68 basis points to 155 basis points (68 basis points to 130 basis points effective with the July 2013 amendment) over LIBOR/EURIBOR/Bankers Acceptance Stamping Fee, as applicable (90 basis points over LIBOR/EURIBOR/Bankers Acceptance Stamping Fee at June 30, 2013). 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 facility fees to maintain the availability under the Multi-Currency Revolving Credit Facility at specified rates based on its debt rating, ranging from 7 basis points to 20 basis points, annually, of the total commitment (10 basis points at June 30, 2013). 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 commercial paper program whereby it may from time to time issue short-term promissory notes in an aggregate amount of up to $700 million at any one time. Amounts available under the program may be borrowed, repaid, and re-borrowed from time to time. The maturities on the notes will vary, but may not exceed 365 days from the date of issuance. The notes will bear interest rates, if interest bearing, or will be sold at a discount from their face amounts. The commercial paper program does not increase the Company's borrowing capacity as it is fully backed by the Company's Multi-Currency Revolving Credit Facility.There were no borrowings outstanding under the commercial paper program at June 30, 2013.

In June 2013, the Company entered into an amendment to its receivables securitization facility (“Receivables Securitization Facility”) to increase the availability under the facility from $700 million to $950 million and extend the expiration date of the facility from November 2015 to June 2016. The Company hasavailable 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 75 basis points. The Company pays anunused fee of 40 basis points, annually,to maintain the availability under the Receivables Securitization Facility. At June 30, 2013, 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 Company has an uncommitted, unsecured line of credit available to it pursuant to a revolving credit note (“Revolving Credit Note”) for an aggregate principal amount not to exceed $45 million. The Revolving Credit Note provides the Company with the ability to request short-term unsecured revolving credit loans from time to time in a principal amount not to exceed $45 million at any time outstanding. At June 30, 2013, there were no borrowings outstanding under the Revolving Credit Note.

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Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
FINANCING ACTIVITIES
Excess tax benefit from the exercise of stock options	$ 35,275	$ 21,490

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Financial Instruments (Details) (USD $)	Jun. 30, 2013	Sep. 30, 2012
Financial Instruments (Details) [Abstract]
Other Assets Fair Value Disclosure	$ 559,000,000	$ 230,000,000
Long Term Debt	1,396,439,000	1,395,931,000
Debt Instrument Fair Value	$ 1,502,100,000	$ 1,584,700,000

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Jun. 30, 2013

Accounting Policies [Abstract]

Consolidation Policy Text Block

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.

Basis of Accounting [Text Block]

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 June 30, 2013 and the results of operations and cash flows for the interim periods ended June 30, 2013 and 2012 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 Exhibit 99.1 of the Company'sCurrent Report on Form 8-K filed on July 16, 2013, which retrospectively revised the financial statements and related notes included in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2012.

Use of Estimates, Policy [Policy Text Block]

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.

reclassifications

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

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Legal Matters and Contingencies

9 Months Ended

Jun. 30, 2013

Loss Contingency [Abstract]

Legal Matters and Contingencies [Text Block]

Note 8. 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.  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.

Qui Tam Matter

 The qui tam provisions of the federal civil False Claims Act and various state and local civil False Claims Acts permit a private person, known as a “relator” or whistleblower, to file civil actions under these statutes on behalf of the federal, state and local governments.  Such cases may involve allegations around the marketing, sale and/or purchase of pharmaceutical products.  Qui tam complaints are initially filed by the relator under seal (or on a confidential basis) and the filing of the complaint imposes obligations on government authorities to investigate the allegations in the complaint and to determine whether or not to intervene in the action.  Qui tamcomplaints remain sealed until the court in which the case was filed orders otherwise. 

The Company has learned that there are filings in one or more federal district courts, including a qui tam complaint filed by one of its former employees, that are under seal and may involve allegations against the Company (and/or subsidiaries or businesses of the Company, including its group purchasing organization for oncologists and its oncology distribution business) relating to its distribution of certain pharmaceutical products to providers. AmerisourceBergen Specialty Group, Inc. (“ABSG”) has also received subpoenas from the United States Attorney's Office for the Eastern District of New York (“USAO”) requesting production of documents and information relating to ABSG's oncology distribution center and pharmacy in Dothan, Alabama, and its group purchasing organization for oncologists, which the Company believes could be related to one or more of the qui tam actions that remain under seal. The Company is in the process of responding to the subpoenas and is cooperating fully with the USAO.  The Company cannot predict the outcome of any pending action in which any AmerisourceBergen entity is or may become a defendant.

Subpoena from the United States Attorney's Office in New Jersey

 On May 4, 2012, the Company's subsidiary, ABDC, received a subpoena from the United States Attorney's Office in New Jersey (the “USAO”) in connection with a grand jury proceeding requesting documents concerning ABDC's program for controlling and monitoring diversion of controlled substances into channels other than for legitimate medical, scientific, and industrial purposes. ABDC also received a subpoena from the Drug Enforcement Administration (“DEA”) in connection with the matter. In addition to requesting information on ABDC's diversion control program generally, the subpoenas also request documents concerning specific customers' purchases of controlled substances. ABDC has responded to the subpoenas and is cooperating fully with the USAO and the DEA. The Company cannot predict the outcome of this matter.

West Virginia Complaint

On June 26, 2012, the Attorney General of the State of West Virginia (“West Virginia”) filed a complaint (the “Complaint”) in the Circuit Court of Boone County, West Virginia, against a number of pharmaceutical wholesale distributors, including the Company's subsidiary, ABDC, alleging, among other things, that the distributors failed to provide effective controls and procedures to guard against diversion of controlled substances for illegitimate purposes in West Virginia. The Complaint also alleges that the distributors acted negligently by distributing controlled substances to pharmacies that serve individuals who abuse prescription pain medication and were unjustly enriched by such conduct, violated consumer credit and protection laws, created a public nuisance, and violated state antitrust laws in connection with the distribution of controlled substances. West Virginia is seeking injunctive relief to enjoin alleged violations of state regulations requiring suspicious order monitoring and reporting and to require defendants to fund a medical monitoring treatment program. The Complaint also seeks a jury trial to determine any losses and damages sustained by West Virginia as a result of the defendants' alleged conduct. On July 26, 2012, one of the defendants, J.M. Smith Corporation d/b/a Smith Drug Company, filed a Notice of Removal from the Circuit Court of Boone County, West Virginia to the United States District Court for the Southern District of West Virginia, and ABDC and all other defendants filed Consents to Removal. On August 27, 2012, West Virginia filed a Motion to Remand, to which J.M. Smith Corporate d/b/a Smith Drug Company, joined by all other defendants, filed a reply. On March 27, 2013, the Court granted West Virginia's Motion to Remand.  The Company cannot predict the outcome of this matter.

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Debt (Tables)

9 Months Ended

Jun. 30, 2013

Debt (Tables) [Abstract]

Schedule Of Debt Instruments Text Block

	June 30,		September 30,
	2013		2012
Receivables securitization facility due 2016	$	-	$	-
Multi-currency revolving credit facility due 2018		-		-
Revolving credit note		-		-
$500,000, 5 7/8% senior notes due 2015		499,304		499,091
$400,000, 4 7/8% senior notes due 2019		397,726		397,485
$500,000, 3 1/2% senior notes due 2021		499,409		499,355
Total debt	$	1,396,439	$	1,395,931

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Discontinued Operations (Tables)

9 Months Ended

Jun. 30, 2013

Discontinued Operations Tables [Abstract]

Schedule of Disposal Groups Including Discontinued Operations Income Statement Disclosures [Text Block]

		Three months ended June 30,				Nine months ended June 30,
(in thousands)		2013		2012	2013		2012
Revenue	$	265,724	$	442,577	$	1,181,232	$	1,194,481
Income (loss) before income
taxes	$	105,950	$	(11,607)	$	(50,663)	$	(19,892)

Schedule of Disposal Groups Including Discontinued Operations Balance Sheet Disclosures [Text Block]

		September 30,
		2012
Assets:
	Accounts receivable	$	187,179
	Merchandise inventories		249,463
	Property and equipment, net		131,907
	Goodwill and other intangible assets		85,163
	Other assets		9,141
Assets held for sale			662,853
Liabilities:
	Accounts payable		152,110
	Accrued expenses and other		16,554
	Other liabilities		71,042
Liabilities held for sale			239,706
Net assets		$	423,147

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Document and Entity Information (USD $)	9 Months Ended
	Jun. 30, 2013	Jul. 31, 2013	Mar. 31, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	AMERISOURCEBERGEN CORP
Entity Central Index Key	0001140859
Document Type	10-Q
Document Period End Date	Jun. 30, 2013
Amendment Flag	false
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--09-30
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 8,478,792,561
Entity Common Stock, Shares Outstanding		230,903,118

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Goodwill and Other Intangible Assets (Tables)

9 Months Ended

Jun. 30, 2013

Goodwill and Other Intangible Assets (Tables) [Abstract]

Schedule Of Goodwill Text Block

	Pharmaceutical Distribution		Other		Total
Goodwill at September 30, 2012	$	2,422,975	$	520,009	$	2,942,984
Foreign currency translation and other		(1,437)		3,000		1,563
Goodwill at June 30, 2013	$	2,421,538	$	523,009	$	2,944,547

Schedule of Other Intangible Assets [Text Block]

	June 30, 2013						September 30, 2012
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Indefinite-lived
intangibles - trade
names	$	343,845	$	-	$	343,845	$	344,004	$	-	$	344,004
Finite-lived
intangibles:
Customer
relationships		265,739		(75,989)		189,750		265,981		(61,865)		204,116
Other		68,202		(41,541)		26,661		67,896		(35,568)		32,328
Total other intangible
assets	$	677,786	$	(117,530)	$	560,256	$	677,881	$	(97,433)	$	580,448