10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED June 30, 2011

OR

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

FOR THE TRANSITION PERIOD FROM                      TO                     

Commission file number 1-16671

AMERISOURCEBERGEN CORPORATION

(Exact name of registrant as specified in its charter)

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

(610) 727-7000

(Registrant’s telephone number, including area code)

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

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

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

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

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

The number of shares of common stock of AmerisourceBergen Corporation outstanding as of July 31, 2011 was 269,256,615.

AMERISOURCEBERGEN CORPORATION

TABLE OF CONTENTS

	Page No.
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets, June 30, 2011 and September 30, 2010		2
Consolidated Statements of Operations for the three and nine months ended June 30, 2011 and 2010		3
Consolidated Statements of Cash Flows for the nine months ended June 30, 2011 and 2010		4
Notes to Consolidated Financial Statements		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
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
Exhibit 10.1
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

1

PART I. FINANCIAL INFORMATION

ITEM I. Financial Statements (Unaudited)

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	June 30,			September 30,
(in thousands, except share and per share data)	2011			2010
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	2,000,453		$	1,658,182
Accounts receivable, less allowances for returns and doubtful accounts: $367,640 at June 30, 2011 and $366,477 at September 30, 2010		3,907,112			3,827,484
Merchandise inventories		5,157,796			5,210,098
Prepaid expenses and other		55,944			52,586
Total current assets		11,121,305			10,748,350
Property and equipment, at cost:
Land		36,040			36,407
Buildings and improvements		310,637			307,448
Machinery, equipment and other		957,426			841,586
Total property and equipment		1,304,103			1,185,441
Less accumulated depreciation		(542,115	)		(473,729	)
Property and equipment, net		761,988			711,712
Goodwill and other intangible assets		2,843,931			2,845,343
Other assets		128,505			129,438
TOTAL ASSETS	$	14,855,729		$	14,434,843
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	8,893,332		$	8,833,285
Accrued expenses and other		332,426			369,016
Current portion of long-term debt		175			422
Deferred income taxes		781,852			703,621
Total current liabilities		10,007,785			9,906,344
Long-term debt, net of current portion		1,361,889			1,343,158
Other liabilities		282,975			231,044
Stockholders’ equity:
Common stock, $0.01 par value — authorized: 600,000,000 shares; issued and outstanding: 495,835,322 shares and 272,049,949 shares at June 30, 2011, respectively, and 489,831,248 shares and 277,521,183 shares at September 30, 2010, respectively		4,958			4,898
Additional paid-in capital		4,058,941			3,899,381
Retained earnings		3,939,044			3,465,886
Accumulated other comprehensive loss		(22,488	)		(42,536	)
		7,980,455			7,327,629
Treasury stock, at cost: 223,785,373 shares at June 30, 2011 and 212,310,065 shares at September 30, 2010		(4,777,375	)		(4,373,332	)
Total stockholders’ equity		3,203,080			2,954,297
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	14,855,729		$	14,434,843

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)	2011		2010			2011			2010
Revenue	$	20,161,022	$	19,602,120		$	59,809,888		$	58,238,606
Cost of goods sold		19,507,441		19,013,750			57,888,739			56,474,798
Gross profit		653,581		588,370			1,921,149			1,763,808
Operating expenses:
Distribution, selling, and administrative		308,806		289,288			882,971			849,018
Depreciation		23,578		17,556			66,758			50,815
Amortization		4,038		4,069			12,246			12,294
Facility consolidations, employee severance and other		—		(4,397	)		—			(4,482	)
Intangible asset impairments		—		—			—			700
Operating income		317,159		281,854			959,174			855,463
Other loss (income)		62		488			(1,747	)		1,033
Interest expense, net		18,605		17,901			56,805			54,447
Income before income taxes		298,492		263,465			904,116			799,983
Income taxes		114,073		100,260			344,816			304,463
Net income	$	184,419	$	163,205		$	559,300		$	495,520
Earnings per share:
Basic	$	0.67	$	0.58		$	2.04		$	1.75
Diluted	$	0.66	$	0.57		$	2.00		$	1.72
Weighted average common shares outstanding:
Basic		273,492		281,195			274,484			283,390
Diluted		279,015		286,693			279,837			288,412
Cash dividends declared per share of common stock	$	0.115	$	0.08		$	0.315		$	0.24

See notes to consolidated financial statements.

3

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine months ended June 30,
(in thousands)	2011			2010
OPERATING ACTIVITIES
Net income	$	559,300		$	495,520
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, including amounts charged to cost of goods sold		76,397			60,358
Amortization, including amounts charged to interest expense		15,865			16,043
Provision for doubtful accounts		27,729			30,560
Provision for deferred income taxes		122,233			60,688
Share-based compensation		21,608			24,119
Loss on disposal of property and equipment		584			1,414
Other		3,747			1,537
Changes in operating assets and liabilities:
Accounts receivable		(93,630	)		3,453
Merchandise inventories		55,899			(127,927	)
Prepaid expenses and other assets		(2,431	)		19,582
Accounts payable, accrued expenses, and income taxes		26,593			(25,511	)
Other liabilities		(6,049	)		(445	)
NET CASH PROVIDED BY OPERATING ACTIVITIES		807,845			559,391
INVESTING ACTIVITIES
Capital expenditures		(127,473	)		(132,302	)
Other		876			143
NET CASH USED IN INVESTING ACTIVITIES		(126,597	)		(132,159	)
FINANCING ACTIVITIES
Long-term debt borrowings		—			396,696
Borrowings under revolving and securitization credit facilities		684,306			780,691
Repayments under revolving and securitization credit facilities		(667,105	)		(997,411	)
Purchases of common stock		(400,253	)		(350,262	)
Exercises of stock options, including excess tax benefits of $34,585 and $19,996 in fiscal 2011 and 2010, respectively		138,130			122,715
Cash dividends on common stock		(86,920	)		(68,306	)
Debt issuance costs and other		(7,135	)		(10,007	)
NET CASH USED IN FINANCING ACTIVITIES		(338,977	)		(125,884	)
INCREASE IN CASH AND CASH EQUIVALENTS		342,271			301,348
Cash and cash equivalents at beginning of period		1,658,182			1,009,368
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	2,000,453		$	1,310,716

See notes to consolidated financial statements.

4

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1. Summary of Significant Accounting Policies

Basis of Presentation

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

The accompanying unaudited consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information, the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments (consisting only of normal recurring accruals, except as otherwise disclosed herein) considered necessary to present fairly the financial position as of June 30, 2011 and the results of operations and cash flows for the interim periods ended June 30, 2011 and 2010 have been included. Certain information and footnote disclosures normally included in financial statements presented in accordance with U.S. GAAP, but which are not required for interim reporting purposes, have been omitted. The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2010.

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

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

Note 2. Income Taxes

The Company files income tax returns in U.S. federal and state jurisdictions as well as various foreign jurisdictions. In fiscal 2010, the U.S. Internal Revenue Service (“IRS”) completed its examination of the Company’s U.S. federal income tax returns for fiscal 2006, 2007 and 2008. No significant adjustments were made resulting from the IRS examination. In fiscal 2011, the Canada Revenue Service completed its examination of the Canadian federal income tax returns for fiscal 2007 and 2008 and no significant adjustments were made resulting from the examination.

As of June 30, 2011, the Company had unrecognized tax benefits, defined as the aggregate tax effect of differences between tax return positions and the benefits recognized in the Company’s financial statements, of $49.3 million ($33.5 million net of federal benefit, which, if recognized, would reduce income tax expense). Included in this amount is $11.5 million of interest and penalties, which the Company records in income tax expense. During the nine months ended June 30, 2011, unrecognized tax benefits decreased by $6.6 million. During the next 12 months, it is reasonably possible that audit resolutions and the expiration of statutes of limitations could result in a reduction of unrecognized tax benefits by approximately $4.7 million.

5

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note 3. Goodwill and Other Intangible Assets

Following is a summary of the changes in the carrying value of goodwill for the nine months ended June 30, 2011 (in thousands):

Goodwill at September 30, 2010	$	2,544,367
Foreign currency translation		6,663
Goodwill at June 30, 2011	$	2,551,030

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

	June 30, 2011							September 30, 2010
	Gross					Net		Gross					Net
	Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
	Amount		Amortization			Amount		Amount		Amortization			Amount
Indefinite-lived intangibles-trade names	$	238,947	$	—		$	238,947	$	238,355	$	—		$	238,355
Finite-lived intangibles:
Customer relationships		122,946		(78,810	)		44,136		121,940		(69,207	)		52,733
Other		39,224		(29,406	)		9,818		36,330		(26,442	)		9,888
Total other intangible assets	$	401,117	$	(108,216	)	$	292,901	$	396,625	$	(95,649	)	$	300,976

Amortization expense for other intangible assets was $12.2 million and $12.3 million in the nine months ended June 30, 2011 and 2010, respectively. Amortization expense for other intangible assets is estimated to be $16.7 million in fiscal 2011, $14.4 million in fiscal 2012, $12.2 million in fiscal 2013, $8.6 million in fiscal 2014, $4.1 million in fiscal 2015, and $10.2 million thereafter.

6

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note 4. Debt

Debt consisted of the following (in thousands):

	June 30,		September 30,
	2011		2010
Blanco revolving credit facility at 1.19% and 2.26%, respectively, due 2012	$	55,000	$	55,000
Receivables securitization facility due 2014		—		—
Multi-currency revolving credit facility at 3.30% and 3.00%, respectively, due 2015		19,099		907
$392,326, 5 5/8% senior notes due 2012		391,917		391,682
$500,000, 5 7/8% senior notes due 2015		498,756		498,568
$400,000, 4 7/8% senior notes due 2019		397,117		396,915
Other		175		508
Total debt		1,362,064		1,343,580
Less current portion		175		422
Total, net of current portion	$	1,361,889	$	1,343,158

In March 2011, the Company entered into a new multi-currency senior unsecured revolving credit facility for $700 million, which expires in March 2015, (the “Multi-Currency Revolving Credit Facility”) with a syndicate of lenders. Interest on borrowings under the Multi-Currency Revolving Credit Facility accrues at specified rates based on the Company’s debt rating and ranges from 87.5 basis points to 192.5 basis points over LIBOR/EURIBOR/Bankers Acceptance Stamping Fee, as applicable (130 basis points over LIBOR/EURIBOR/Bankers Acceptance Stamping Fee at June 30, 2011). Additionally, interest on borrowings denominated in Canadian dollars may accrue at the greater of the Canadian prime rate plus 30 basis points 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 the Company’s debt rating, ranging from 12.5 basis points to 32.5 basis points, annually, of the total commitment (20 basis points at June 30, 2011). 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.

In April 2011, the Company amended its $700 million receivables securitization facility (“Receivables Securitization Facility”), which now expires in April 2014. The Company continues to have 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 90 basis points. The Company pays an unused fee of 45 basis points, annually, to maintain the availability under the Receivables Securitization Facility. At June 30, 2011, there were no borrowings outstanding under the Receivables Securitization Facility. The Receivables Securitization Facility contains similar covenants to the Multi-Currency Revolving Credit Facility.

In April 2011, the Company amended the Blanco revolving credit facility (the “Blanco Credit Facility”) to extend the maturity date to April 2012. Borrowings under the Blanco Credit Facility are guaranteed by the Company. Interest on borrowings under the Blanco Credit Facility accrues at specific rates based on the Company’s debt rating (100 basis points over LIBOR at June 30, 2011). The Blanco Credit Facility is not classified in the current portion of long-term debt on the consolidated balance sheet at June 30, 2011 because the Company has both the ability and intent to refinance it on a long-term basis.

7

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note 5. Stockholders’ Equity and Earnings per Share

The following table illustrates comprehensive income for the three and nine months ended June 30, 2011 and 2010 (in thousands):

	Three months ended					Nine months ended
	June 30,					June 30,
	2011		2010			2011		2010
Net income	$	184,419	$	163,205		$	559,300	$	495,520
Foreign currency translation adjustments and other		4,219		(11,866	)		20,048		(4,063	)
Comprehensive income	$	188,638	$	151,339		$	579,348	$	491,457

In November 2009, the Company’s board of directors increased the quarterly cash dividend by 33% from $0.06 per share to $0.08 per share. In November 2010, the Company’s board of directors authorized another increase in the quarterly cash dividend by 25% to $0.10 per share. In May 2011, the Company’s board of directors increased the quarterly cash dividend again by 15% to $0.115 per share.

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

In September 2010, the Company’s board of directors authorized a new program allowing the Company to purchase up to $500 million of its outstanding shares of common stock, subject to market conditions. During the nine months ended June 30, 2011, the Company purchased 8.2 million shares for $301.9 million under the new program.

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

	Three months ended				Nine months ended
	June 30,				June 30,
(in thousands)	2011		2010		2011		2010
Weighted average common shares outstanding — basic		273,492		281,195		274,484		283,390
Effect of dilutive securities: stock options, restricted stock, and restricted stock units		5,523		5,498		5,353		5,022
Weighted average common shares outstanding — diluted		279,015		286,693		279,837		288,412

The potentially dilutive stock options that were antidilutive for the three months ended June 30, 2011 and 2010 were 3.3 million and 3.6 million, respectively, and for the nine months ended June 30, 2011 and 2010 were 1.6 million.

8

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note 6. Legal Matters and Contingencies

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

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

On April 27, 2009, the Ontario Ministry of Health and Long-Term Care (“OMH”) notified the Company’s Canadian subsidiary, AmerisourceBergen Canada Corporation (“ABCC”), that it had entered a Rebate Payment Order requiring ABCC to pay C$5.8 million to the Ontario Ministry of Finance. OMH maintains that it has reasonable grounds to believe that ABCC accepted rebates, directly or indirectly, in violation of the Ontario Drug Interchangeability and Dispensing Fee Act. OMH at the same time announced similar rebate payment orders against other wholesalers, generic manufacturers, pharmacies, and individuals. ABCC was cooperating fully with OMH prior to the entry of the Order by responding fully to requests for information and/or documents and will continue to cooperate. ABCC filed an appeal of the Order pursuant to OMH procedures in May 2009. In addition, on the same day that the Order was issued, OMH notified ABCC that it had filed a civil complaint with Health Canada (department of the Canadian government responsible for national public health) against ABCC for potential violations of the Canadian Food and Drug Act. Health Canada subsequently conducted an audit of ABCC, and ABCC has cooperated fully with Health Canada in the conduct of the audit. The Company has met several times, including most recently in April 2011, with representatives of OMH to present its position on the Rebate Payment Order. Although the Company believes that ABCC has not violated the relevant statutes and regulations and has conducted its business consistent with widespread industry practices, the Company cannot predict the outcome of these matters.

Qui Tam Matter

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

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

9

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

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

On December 17, 2009, the states and the relator both filed amended complaints. The State of Texas, which was not one of the original 14 states intervening in the action, joined in the amended complaint. Between January 20, 2010 and February 23, 2010, the States of Florida, Texas, New Hampshire, Louisiana, Nevada and Delaware filed notices to voluntarily dismiss the Intervention Complaint, leaving 9 states and the District of Columbia as intervenors. On February 1, 2010, the Company filed a motion to dismiss the complaints. Amgen, Inc. filed a motion to dismiss as well. On April 23, 2010, the Federal District Court issued a written opinion and order dismissing the Original Qui Tam Complaint, as amended, and the Intervention Complaint. Five states — California, Illinois, Indiana, Massachusetts, and New York — filed notices of appeal to the U.S. Court of Appeals for the First Circuit (the “First Circuit”) and the relator filed a notice of appeal to the First Circuit on behalf of Georgia and New Mexico. On July 15, 2010, the First Circuit issued an order requiring the Federal District Court to provide a written statement explaining why a final judgment was entered with respect to the states in order for the First Circuit to determine whether to allow the appeals to proceed, and the Federal District Court complied with the order. The appeals were consolidated and briefing of the appeals was completed on February 16, 2011. The First Circuit heard oral argument on the appeals on April 6, 2011. On July 22, 2011, the First Circuit reversed in part and affirmed in part the district court’s dismissal of the plaintiff state intervenors’ claims. The First Circuit reversed the dismissal of plaintiffs’ claims under the state False Claims Act statutes in California, Illinois, Indiana, Massachusetts, New Mexico, and New York, on the grounds that these plaintiff states had adequately alleged in their complaints claims under their respective state False Claims Act statutes sufficient to survive a motion to dismiss. The First Circuit affirmed the district court’s dismissal of the claims brought by the relator on behalf of Georgia on the grounds that the plaintiffs’ complaint did not adequately allege that medical providers submitted false certifications and false claims for payment for Aransesp to Georgia’s Medicaid program.

The relator also sought and received permission from the Federal District Court to file a further amended complaint with respect to claims brought on behalf of the United States (the “Fourth Amended Complaint”). On May 27, 2010, the relator filed a Fourth Amended Complaint with the Federal District Court, which names ASD and INN, along with Amgen, as defendants. The Fourth Amended Complaint contains many of the same allegations contained in the relator’s prior complaints, but adds a count based on allegations that conduct by ASD, INN, and Amgen caused healthcare providers to submit false claims because it is alleged that the healthcare providers billed the government for amounts of Aranesp that were either not administered or administered, but medically unnecessary. On June 28, 2010, the Company and Amgen filed motions to dismiss the Fourth Amended Complaint. The motions to dismiss were denied following a hearing on July 21, 2010. The Company filed a Motion for Judgment on the Pleadings on February 18, 2011. The Motion was denied following a hearing on March 24, 2011. The Company, Amgen, and Relator filed Motions for Partial Summary Judgment on March 1, 2011. The Court heard oral argument on those motions on April 11, 2011. Those motions were denied by the Court. This matter is scheduled to go to trial in October 2011.

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

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

10

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note 7. Litigation Settlements

Antitrust Settlements

During the last several years, numerous class action lawsuits have been filed against certain brand pharmaceutical manufacturers alleging that the manufacturer, by itself or in concert with others, took improper actions to delay or prevent generic drugs from entering the market. The Company has not been a named plaintiff in any of these class actions, but has been a member of the direct purchasers’ class (i.e., those purchasers who purchase directly from these pharmaceutical manufacturers). None of the class actions has gone to trial, but some have settled in the past with the Company receiving proceeds from the settlement funds. The Company recognized a gain of $1.2 million in the three and nine months ended June 30, 2011, relating to the above-mentioned class action lawsuits. In the three and nine months ended June 30, 2010, the Company recognized gains of $19.1 million and $20.7 million, respectively, relating to the above-mentioned class action lawsuits. The gains, which were 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 8. Fair Value of Financial Instruments

The recorded amounts of the Company’s cash and cash equivalents, accounts receivable and accounts payable at June 30, 2011 and September 30, 2010 approximate fair value based upon the relatively short-term nature of these financial instruments. Within cash and cash equivalents, the Company had $955.7 million and $1,552.4 million of investments in money market accounts as of June 30, 2011 and September 30, 2010, respectively. The fair values of the money market accounts were determined based on unadjusted quoted prices in active markets for identical assets, otherwise known as Level 1 investments. The fair values of the Company’s debt instruments are estimated based on market prices. The recorded amount of debt (see Note 4) and the corresponding fair value as of June 30, 2011 were $1,362.1 million and $1,480.7 million, respectively. The recorded amount of debt and the corresponding fair value as of September 30, 2010 were $1,343.6 million and $1,486.3 million, respectively.

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

The Company’s 5 5/8% senior notes due September 15, 2012 (the “2012 Notes”), 5 7/8% senior notes due September 15, 2015 (the “2015 Notes”), and 4 7/8% senior notes due November 15, 2019 (the “2019 Notes” and, together with the 2012 Notes and 2015 Notes, the “Notes”) each are fully and unconditionally guaranteed on a joint and several basis by certain of the Company’s subsidiaries (the subsidiaries of the Company that are guarantors of any of the Notes being referred to collectively as the “Guarantor Subsidiaries”). The total assets, stockholders’ equity, revenue, earnings, and cash flows from operating activities of the Guarantor Subsidiaries reflect the majority of the consolidated total of such items as of or for the periods reported. The only consolidated subsidiaries of the Company that are not guarantors of any of the Notes (the “Non-Guarantor Subsidiaries”) are: (a) the receivables securitization special purpose entity, (b) the foreign operating subsidiaries, and (c) certain smaller operating subsidiaries. The following tables present condensed consolidating financial statements including AmerisourceBergen Corporation (the “Parent”), the Guarantor Subsidiaries, and the Non-Guarantor Subsidiaries. Such financial statements include balance sheets as of June 30, 2011 and September 30, 2010, statements of operations for the three and nine months ended June 30, 2011 and 2010, and statements of cash flows for the nine months ended June 30, 2011 and 2010.

11

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

SUMMARY CONSOLIDATING BALANCE SHEETS:

	June 30, 2011
				Guarantor		Non-Guarantor						Consolidated
(in thousands)	Parent			Subsidiaries		Subsidiaries			Eliminations			Total
Current assets:
Cash and cash equivalents	$	1,562,346		$	380,325	$	57,782		$	—		$	2,000,453
Accounts receivable, net		83			1,189,357		2,717,672			—			3,907,112
Merchandise inventories		—			5,012,596		145,200			—			5,157,796
Prepaid expenses and other		143			52,206		3,595			—			55,944
Total current assets		1,562,572			6,634,484		2,924,249			—			11,121,305
Property and equipment, net		—			734,548		27,440			—			761,988
Goodwill and other intangible assets		—			2,702,437		141,494			—			2,843,931
Other assets		11,081			114,733		2,691			—			128,505
Intercompany investments and advances		2,642,132			2,403,860		(132,121	)		(4,913,871	)		—
Total assets	$	4,215,785		$	12,590,062	$	2,963,753		$	(4,913,871	)	$	14,855,729
Current liabilities:
Accounts payable	$	—		$	8,731,576	$	161,756		$	—		$	8,893,332
Accrued expenses and other		(275,085	)		598,041		9,470			—			332,426
Current portion of long-term debt		—			175		—			—			175
Deferred income taxes		—			781,852		—			—			781,852
Total current liabilities		(275,085	)		10,111,644		171,226			—			10,007,785
Long-term debt, net of current portion		1,287,790			—		74,099			—			1,361,889
Other liabilities		—			277,998		4,977			—			282,975
Total stockholders’ equity		3,203,080			2,200,420		2,713,451			(4,913,871	)		3,203,080
Total liabilities and stockholders’ equity	$	4,215,785		$	12,590,062	$	2,963,753		$	(4,913,871	)	$	14,855,729

12

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

SUMMARY CONSOLIDATING BALANCE SHEETS:

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

13

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS:

	Three months ended June 30, 2011
				Guarantor		Non-Guarantor						Consolidated
(in thousands)	Parent			Subsidiaries		Subsidiaries			Eliminations			Total
Revenue	$	—		$	19,700,969	$	492,991		$	(32,938	)	$	20,161,022
Cost of goods sold		—			19,068,342		439,099			—			19,507,441
Gross profit		—			632,627		53,892			(32,938	)		653,581
Operating expenses:
Distribution, selling, and administrative		—			324,103		17,641			(32,938	)		308,806
Depreciation		—			22,661		917			—			23,578
Amortization		—			3,229		809			—			4,038
Operating income		—			282,634		34,525			—			317,159
Other loss (income)		—			138		(76	)		—			62
Interest expense, net		311			16,199		2,095			—			18,605
(Loss) income before income taxes and equity in earnings of subsidiaries		(311	)		266,297		32,506			—			298,492
Income taxes		(109	)		103,312		10,870			—			114,073
Equity in earnings of subsidiaries		184,621			—		—			(184,621	)		—
Net income	$	184,419		$	162,985	$	21,636		$	(184,621	)	$	184,419

14

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS:

	Three months ended June 30, 2010
				Guarantor			Non-Guarantor						Consolidated
(in thousands)	Parent			Subsidiaries			Subsidiaries			Eliminations			Total
Revenue	$	—		$	19,157,657		$	476,078		$	(31,615	)	$	19,602,120
Cost of goods sold		—			18,590,407			423,343			—			19,013,750
Gross profit		—			567,250			52,735			(31,615	)		588,370
Operating expenses:
Distribution, selling, and administrative		—			300,954			19,949			(31,615	)		289,288
Depreciation		—			16,667			889			—			17,556
Amortization		—			3,297			772			—			4,069
Facility consolidations, employee severance and other		—			(4,397	)		—			—			(4,397	)
Operating income		—			250,729			31,125			—			281,854
Other loss (income)		—			489			(1	)		—			488
Interest expense, net		234			15,154			2,513			—			17,901
(Loss) income before income taxes and equity in earnings of subsidiaries		(234	)		235,086			28,613			—			263,465
Income taxes		(82	)		90,520			9,822			—			100,260
Equity in earnings of subsidiaries		163,357			—			—			(163,357	)		—
Net income	$	163,205		$	144,566		$	18,791		$	(163,357	)	$	163,205

15

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS:

	Nine months ended June 30, 2011
				Guarantor			Non-Guarantor						Consolidated
(in thousands)	Parent			Subsidiaries			Subsidiaries			Eliminations			Total
Revenue	$	—		$	58,477,033		$	1,430,674		$	(97,819	)	$	59,809,888
Cost of goods sold		—			56,616,760			1,271,979			—			57,888,739
Gross profit		—			1,860,273			158,695			(97,819	)		1,921,149
Operating expenses:
Distribution, selling, and administrative		—			926,881			53,909			(97,819	)		882,971
Depreciation		—			64,110			2,648			—			66,758
Amortization		—			9,843			2,403			—			12,246
Operating income		—			859,439			99,735			—			959,174
Other income		—			(1,678	)		(69	)		—			(1,747	)
Interest expense, net		1,231			48,424			7,150			—			56,805
(Loss) income before income taxes and equity in earnings of subsidiaries		(1,231	)		812,693			92,654			—			904,116
Income taxes		(431	)		313,119			32,128			—			344,816
Equity in earnings of subsidiaries		560,100			—			—			(560,100	)		—
Net income	$	559,300		$	499,574		$	60,526		$	(560,100	)	$	559,300

16

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS:

	Nine months ended June 30, 2010
				Guarantor			Non-Guarantor						Consolidated
(in thousands)	Parent			Subsidiaries			Subsidiaries			Eliminations			Total
Revenue	$	—		$	56,949,476		$	1,382,854		$	(93,724	)	$	58,238,606
Cost of goods sold		—			55,245,895			1,228,903			—			56,474,798
Gross profit		—			1,703,581			153,951			(93,724	)		1,763,808
Operating expenses:
Distribution, selling, and administrative		—			895,414			47,328			(93,724	)		849,018
Depreciation		—			48,244			2,571			—			50,815
Amortization		—			9,798			2,496			—			12,294
Facility consolidations, employee severance and other		—			(4,482	)		—			—			(4,482	)
Intangible asset impairments		—			700			—			—			700
Operating income		—			753,907			101,556			—			855,463
Other loss (income)		—			1,039			(6	)		—			1,033
Interest expense, net		1,459			44,554			8,434			—			54,447
(Loss) income before income taxes and equity in earnings of subsidiaries		(1,459	)		708,314			93,128			—			799,983
Income taxes		(511	)		272,160			32,814			—			304,463
Equity in earnings of subsidiaries		496,468			—			—			(496,468	)		—
Net income	$	495,520		$	436,154		$	60,314		$	(496,468	)	$	495,520

17

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS:

	Nine months ended June 30, 2011
				Guarantor			Non-Guarantor						Consolidated
(in thousands)	Parent			Subsidiaries			Subsidiaries			Eliminations			Total
Net income	$	559,300		$	499,574		$	60,526		$	(560,100	)	$	559,300
Adjustments to reconcile net income to net cash provided by (used in) operating activities		(558,223	)		449,086			(202,418	)		560,100			248,545
Net cash provided by (used in) operating activities		1,077			948,660			(141,892	)		—			807,845
Capital expenditures		—			(124,999	)		(2,474	)		—			(127,473	)
Other		—			873			3			—			876
Net cash used in investing activities		—			(124,126	)		(2,471	)		—			(126,597	)
Net borrowings under revolving and securitization credit facilities		—			—			17,201			—			17,201
Purchases of common stock		(400,253	)		—			—			—			(400,253	)
Exercises of stock options, including excess tax benefit		138,130			—			—			—			138,130
Cash dividends on common stock		(86,920	)		—			—			—			(86,920	)
Debt issuance costs and other		(6,855	)		453			(733	)		—			(7,135	)
Intercompany financing and advances		365,045			(524,362	)		159,317			—			—
Net cash provided by (used in) financing activities		9,147			(523,909	)		175,785			—			(338,977	)
Increase in cash and cash equivalents		10,224			300,625			31,422			—			342,271
Cash and cash equivalents at beginning of period		1,552,122			79,700			26,360			—			1,658,182
Cash and cash equivalents at end of period	$	1,562,346		$	380,325		$	57,782		$	—		$	2,000,453

18

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS:

	Nine months ended June 30, 2010
				Guarantor			Non-Guarantor						Consolidated
(in thousands)	Parent			Subsidiaries			Subsidiaries			Eliminations			Total
Net income	$	495,520		$	436,154		$	60,314		$	(496,468	)	$	495,520
Adjustments to reconcile net income to net cash (used in) provided by operating activities		(497,225	)		23,198			41,430			496,468			63,871
Net cash (used in) provided by operating activities		(1,705	)		459,352			101,744			—			559,391
Capital expenditures		—			(129,684	)		(2,618	)		—			(132,302	)
Other		—			24			119			—			143
Net cash used in investing activities		—			(129,660	)		(2,499	)		—			(132,159	)
Long-term debt borrowings		396,696			—			—			—			396,696
Net repayments under revolving and securitization credit facilities		—			—			(216,720	)		—			(216,720	)
Purchases of common stock		(350,262	)		—			—			—			(350,262	)
Exercises of stock options, including excess tax benefit		122,715			—			—			—			122,715
Cash dividends on common stock		(68,306	)		—			—			—			(68,306	)
Debt issuance costs and other		(8,687	)		(454	)		(866	)		—			(10,007	)
Intercompany financing and advances		206,789			(335,159	)		128,370			—			—
Net cash provided by (used in) financing activities		298,945			(335,613	)		(89,216	)		—			(125,884	)
Increase (decrease) in cash and cash equivalents		297,240			(5,921	)		10,029			—			301,348
Cash and cash equivalents at beginning of period		927,049			58,900			23,419			—			1,009,368
Cash and cash equivalents at end of period	$	1,224,289		$	52,979		$	33,448		$	—		$	1,310,716

19

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

Overview

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

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

Pharmaceutical Distribution

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

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

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

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

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

20

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

Summary Financial Information

	Three months ended June 30,
(dollars in thousands)	2011			2010			Change
Revenue	$	20,161,022		$	19,602,120			2.9	%
Gross profit	$	653,581		$	588,370			11.1	%
Operating income	$	317,159		$	281,854			12.5	%
Percentages of revenue:
Gross profit		3.24	%		3.00	%
Operating expenses		1.67	%		1.56	%
Operating income		1.57	%		1.44	%

	Nine months ended June 30,
(dollars in thousands)	2011			2010			Change
Revenue	$	59,809,888		$	58,238,606			2.7	%
Gross profit	$	1,921,149		$	1,763,808			8.9	%
Operating income	$	959,174		$	855,463			12.1	%
Percentages of revenue:
Gross profit		3.21	%		3.03	%
Operating expenses		1.61	%		1.56	%
Operating income		1.60	%		1.47	%

Results of Operations

Revenue of $20.2 billion in the quarter ended June 30, 2011 increased 2.9% from the prior year quarter. The increase in revenue was due to the 4% revenue growth of ABDC, offset in part by the 2% revenue decline of ABSG. During the quarter ended June 30, 2011, 71% of revenue was from sales to institutional customers and 29% was from sales to retail customers; this compared to a customer mix in the prior year quarter of 70% institutional and 30% retail. Sales to institutional customers increased 4% in the current year quarter and sales to retail customers were relatively flat in comparison to the prior year quarter. Revenue of $59.8 billion in the nine months ended June 30, 2011 increased 2.7% from the prior year period as ABDC’s revenue grew 4%, offset in part by ABSG’s 3% revenue decline.

ABDC’s revenue increased 4% from the prior year quarter primarily due to alternate site and independent customer growth. ABDC’s revenue increased 4% from the prior year nine-month period due to overall pharmaceutical market growth and the above market growth of a few of our largest customers, primarily our institutional customers.

ABSG’s revenue of $3.9 billion and $11.6 billion in the quarter and nine months ended June 30, 2011 decreased 2% and 3%, respectively, from the prior year periods primarily due to the September 2010 discontinuance of its contract with a third party logistics customer that transitioned to a direct manufacturer distribution model. ABSG’s revenue decline in the quarter and nine months ended June 30, 2011 was also attributable to a decline in sales to dialysis providers, and an increase in the utilization of specialty generic products. The majority of ABSG’s revenue is generated from the distribution of pharmaceuticals to physicians who specialize in a variety of disease states, especially oncology. ABSG’s business may be adversely impacted in the future by changes in medical guidelines and the Medicare reimbursement rates for certain pharmaceuticals, especially oncology drugs administered by physicians and anemia drugs. Since ABSG provides a number of services to or through physicians, any changes affecting this service channel could result in slower growth or reduced revenues.

21

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

We continue to expect to grow our revenues between 2% and 4% in fiscal 2011. Our estimated revenue growth in fiscal 2011 reflects the growth rate of the overall pharmaceutical market and the September 2010 discontinuance of our contract with an ABSG third party logistics customer, as noted above. This customer loss will impact our revenue growth and ABSG’s revenue growth in fiscal 2011 by approximately 1% and 5%, respectively. Our expected growth reflects U.S. pharmaceutical industry conditions, including increases in prescription drug utilization, the introduction of new products, and higher branded pharmaceutical prices, offset, in part, by the increased use of lower-priced generics. Our growth also may be impacted, among other things, by industry competition and changes in customer mix. One of our larger retail customers, the former Long’s Drugs, with annual revenue totaling approximately $2 billion, was previously acquired by a customer of one of our competitors and did not renew its contract. As a result, we will no longer service this large retail customer after September 30, 2011. In July 2011, our largest customer, Medco Health Solutions, Inc. (“Medco”), which accounted for 18% of our revenue in fiscal 2010, announced its intention to merge with Express Scripts, Inc., which will be the surviving corporation and is a customer of one of our competitors. Our business with Medco contributes approximately 5% of our earnings. Our current contract with Medco continues at least through March 2013. We will make every effort to extend our relationship with the combined entity upon the expiration of our current contract; however, if we fail to do so, our revenue, earnings and cash flows would be significantly impacted. Our future revenue growth will continue to be affected by various factors such as industry growth trends, including the likely increase in the number of generic drugs that will be available over the next few years as a result of the expiration of certain drug patents held by brand-name pharmaceutical manufacturers, general economic conditions in the United States, competition within the industry, customer consolidation, changes in pharmaceutical manufacturer pricing and distribution policies and practices, increased downward pressure on reimbursement rates, and changes in Federal government rules and regulations.

Gross profit of $653.6 million in the quarter ended June 30, 2011 increased $65.2 million or 11.1% from the prior year quarter. Gross profit of $1.9 billion in the nine months ended June 30, 2011 increased $157.3 million or 8.9% from the prior year period. The increases in gross profit were in large part attributable to specialty generic product introductions (launches), our revenue growth, the continued strong growth and profitability of our non-specialty generic programs and increased contributions from our fee-for-service agreements with pharmaceutical manufacturers. All of the above was offset in part by normal competitive pressures on customer margins. Oxaliplatin, Gemcitabine, and Docetaxel (all generic oncology drugs), were launched in the quarters ended September 30, 2009, December 31, 2010, and March 31, 2011, respectively. The gross profit benefit achieved collectively from all three generic oncology drugs in the quarter and nine months ended June 30, 2011 was higher than the benefit achieved from Oxaliplatin alone in the prior year periods by approximately $50 million and $77 million, respectively. Sales of Oxaliplatin, the largest contributor of the three specialty generic drugs, benefited our gross profit by approximately $34 million and $106 million in the quarter and nine months ended June 30, 2011, respectively. We fully depleted our inventory of this product in the quarter ended June 30, 2011. Further quantities of Oxaliplatin are not expected to be available until the product is re-launched in August 2012. Additionally, beginning in our quarter ending September 30, 2011, we expect the gross profit contribution from sales of Gemcitabine and Docetaxel will begin to moderate as additional pharmaceutical manufacturers offer these products for sale and as third-party reimbursement rates to our customers decline. While we expect an increase in the number of brand to generic conversions in the future, the amount of gross profit attributable to each generic launch can cause significant variability in our results of operations. In the current quarter and nine-month period, we recognized a gain of $1.2 million from antitrust litigation settlements with pharmaceutical manufacturers. This compared to a gain of $19.1 million and $20.7 million, respectively, from antitrust litigation settlements with pharmaceutical manufacturers recognized in the prior year quarter and nine-month period. These gains were recorded as reductions to cost of goods sold. We are unable to estimate future gains, if any, we will recognize as a result of antitrust settlements (see Note 7 of the Notes to Consolidated Financial Statements).

As a percentage of revenue, our gross profit margin of 3.24% in the quarter ended June 30, 2011 improved 24 basis points from the prior year quarter. As a percentage of revenue, our gross profit margin of 3.21% in the nine months ended June 30, 2011 improved 18 basis points from the prior year period. The gross profit margin improvements were due to the above mentioned generic oncology drug launches, the strong growth and profitability of our non-specialty generic programs and increased contributions from our fee-for-service agreements with pharmaceutical manufacturers. These factors more than offset the above market growth of some of our largest customers, who benefit from our best pricing, and normal competitive pressures on customer margins. Additionally, the gains on antitrust litigation settlements, as noted above, had the effect of increasing our gross profit margin by 1 basis point in the current year quarter and increasing our gross profit margin by 10 basis points and 4 basis points in the prior year quarter and nine months, respectively.

22

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

Our cost of goods sold for interim periods includes a last-in, first-out (“LIFO”) provision that is based on our estimated annual LIFO provision. We recorded a LIFO charge of $11.4 million and $11.3 million in the quarters ended June 30, 2011 and 2010, respectively. Our LIFO charge was $34.8 million and $29.9 million in the nine months ended June 30, 2011 and 2010, respectively. The annual LIFO provision is affected by changes in inventory quantities, product mix, and manufacturer pricing practices, which may be impacted by market and other external influences.

Beginning in July 2010 and through June 2011, we implemented various phases of our Business Transformation project and our new enterprise resource planning (“ERP”) platform. As a result, we started to depreciate a significant portion of our capitalized project costs in the fourth quarter of fiscal 2010. Additionally, we started to incur other significant costs to support our new ERP platform as we have begun the transition from our legacy information systems to our ERP platform. This transition is expected to last through the end of calendar 2012. The incremental costs of maintaining dual information technology platforms, including depreciation, are expected to be approximately $40 million per year during the transition period. We intend to mitigate the impact of these incremental costs by reducing expenses elsewhere, but there can be no assurance that we will be able to do so.

Operating expenses of $336.4 million in the quarter ended June 30, 2011 increased $29.9 million or 9.8% from the prior year quarter due to the incremental costs of maintaining dual information technology platforms (including depreciation), an increase in consulting expenses related to ABDC’s Energiz program, an acceleration in pension expenses due to executive employee retirements, and an increase in incentive compensation expenses. ABDC’s Energiz program encompasses a combination of initiatives to maximize salesforce productivity, improve customer contractual compliance, and drive efficiency by linking our information technology capabilities more effectively with our operations. Prior year operating expenses were impacted by a $4.4 million favorable adjustment relating to a legal matter. Operating expenses of $962.0 million in the nine months ended June 30, 2011 increased $53.6 million or 5.9% from the prior year period primarily due to the incremental costs of maintaining dual information technology platforms (including depreciation), and an increase in consulting expenses related to our Energiz program. As a percentage of revenue, operating expenses were 1.67% and 1.61% in the quarter and nine months ended June 30, 2011, respectively, and represented increases in our operating expense ratios of 11 basis points and 5 basis points, respectively, from the prior year periods due to the same matters as noted above and was offset, in part, by our operating leverage, particularly within ABDC.

Operating income of $317.2 million and $959.2 million in the quarter and nine months ended June 30, 2011 increased 12.5% and 12.1%, respectively, from the prior year periods due to the increases in our gross profit. As a percentage of revenue, operating income increased 13 basis points to 1.57% and 1.60% in the quarter and nine months ended June 30, 2011, respectively, from the prior year periods due to the increase in our gross profit margins, offset in part by the increase in our operating expense margins.

Other income of $1.7 million in the nine months ended June 30, 2011 included a $1.9 million gain resulting from payments received in excess of amounts accrued on a note receivable relating to a prior business disposition.

23

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

Interest expense, interest income, and the respective weighted-average interest rates in the quarters ended June 30, 2011 and 2010 were as follows (in thousands):

	2011						2010
				Weighted-Average						Weighted-Average
	Amount			Interest Rate			Amount			Interest Rate
Interest expense	$	19,355			5.31	%	$	18,615			5.34	%
Interest income		(750	)		0.17	%		(714	)		0.20	%
Interest expense, net	$	18,605					$	17,901

Interest costs capitalized relating to our Business Transformation project of $1.1 million and $2.0 million in the quarters ended June 30, 2011 and 2010, respectively, had the effect of reducing interest expense for those periods. We have and continue to expect to capitalize significantly less interest costs related to our Business Transformation project in fiscal 2011, since we began to implement our new ERP platform in the fourth quarter of fiscal 2010. Average borrowings in the quarter ended June 30, 2011 were $6.9 million lower than the prior year quarter. Interest income increased from the prior year quarter due to an increase in average invested cash of $413.1 million to $1.8 billion during the quarter ended June 30, 2011, offset, in part, by a decrease in the weighted-average interest rate.

Interest expense, interest income, and the respective weighted-average interest rates in the nine months ended June 30, 2011 and 2010 were as follows (in thousands):

	2011						2010
				Weighted-Average						Weighted-Average
	Amount			Interest Rate			Amount			Interest Rate
Interest expense	$	58,718			5.33	%	$	55,855			5.14	%
Interest income		(1,913	)		0.19	%		(1,408	)		0.18	%
Interest expense, net	$	56,805					$	54,447

Interest expense increased from the prior nine-month period due to an increase in the weighted average interest rate and a $1.9 million decline in interest costs capitalized relating to our Business Transformation project. Interest costs capitalized relating to our Business Transformation project of $3.1 million and $5.0 million in the nine months ended June 30, 2011 and 2010, respectively, had the effect of reducing interest expense for those periods. Interest income increased from the prior nine-month period primarily due to an increase in average invested cash of $300.1 million.

Income taxes in the quarter ended June 30, 2011 reflect an effective income tax rate of 38.2%, compared to 38.1% in the prior year quarter. Income taxes in the nine months ended June 30, 2011 and 2010 reflect an effective tax rate of 38.1%. We continue to expect that our ongoing effective tax rate will be approximately 38.4%.

Net income of $184.4 million in the quarter ended June 30, 2011 increased 13.0% from the prior year quarter primarily due to the increase in operating income. Diluted earnings per share of $0.66 in the quarter ended June 30, 2011 increased 15.8% from $0.57 per share in the prior year quarter. Net income of $559.3 million in the nine months ended June 30, 2011 increased 12.9% from the prior year period primarily due to the increase in operating income. Diluted earnings per share of $2.00 in the nine months ended June 30, 2011 increased 16.3% from $1.72 in the prior year period. The differences between diluted earnings per share growth and the increase in net income for the quarter and nine months ended June 30, 2011 was primarily due to the 3% reduction in weighted average common shares outstanding in both periods, primarily from purchases of our common stock, net of the impact of stock option exercises.

24

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

Liquidity and Capital Resources

The following table illustrates our debt structure at June 30, 2011, including availability under revolving credit facilities and the receivables securitization facility (in thousands):

	Outstanding		Additional
	Balance		Availability
Fixed-Rate Debt:
$392,326, 5 5/8% senior notes due 2012	$	391,917	$	—
$500,000, 5 7/8% senior notes due 2015		498,756		—
$400,000, 4 7/8% senior notes due 2019		397,117		—
Other		175		—
Total fixed-rate debt		1,287,965		—
Variable-Rate Debt:
Blanco revolving credit facility due 2012		55,000		—
Multi-currency revolving credit facility due 2015		19,099		670,530
Receivables securitization facility due 2014		—		700,000
Other		—		1,605
Total variable-rate debt		74,099		1,372,135
Total debt, including current portion	$	1,362,064	$	1,372,135

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

In March 2011, we entered into a new multi-currency senior unsecured revolving credit facility for $700 million, which expires in March 2015, (the “Multi-Currency Revolving Credit Facility”) with a syndicate of lenders. Interest on borrowings under the Multi-Currency Revolving Credit Facility accrues at specified rates based on our debt rating and ranges from 87.5 basis points to 192.5 basis points over LIBOR/EURIBOR/Bankers Acceptance Stamping Fee, as applicable (130 basis points over LIBOR/EURIBOR/Bankers Acceptance Stamping Fee at June 30, 2011). Additionally, interest on borrowings denominated in Canadian dollars may accrue at the greater of the Canadian prime rate plus 30 basis points 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 12.5 basis points to 32.5 basis points, annually, of the total commitment (20 basis points at June 30, 2011). On August 3, 2011, one of the credit rating agencies increased our debt rating and as a result, future interest on borrowings under our Multi-Currency Revolving Credit Facility will be reduced by 20 basis points and the facility fees will be reduced by 5 basis points. 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.

In April 2011, we amended our $700 million receivables securitization facility (“Receivables Securitization Facility”), which now expires in April 2014. We continue to have available to us an accordion feature whereby the commitment on the Receivables Securitization Facility may be increased by up to $250 million, subject to lender approval, for seasonal needs during the December and March quarters. Interest rates are based on prevailing market rates for short-term commercial paper or LIBOR plus a program fee of 90 basis points. We pay an unused fee of 45 basis points, annually, to maintain the availability under the Receivables Securitization Facility. At June 30, 2011, there were no borrowings outstanding under the Receivables Securitization Facility. The Receivables Securitization Facility contains similar covenants to the Multi-Currency Revolving Credit Facility.

25

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

In April 2011, we amended the $55 million Blanco revolving credit facility (the “Blanco Credit Facility”) to extend the maturity date to April 2012. Borrowings under the Blanco Credit Facility are guaranteed by us. Under the amended Blanco Credit Facility, interest on borrowings will accrue at 100 basis points over LIBOR. The Blanco Credit Facility is not classified in the current portion of long-term debt on the consolidated balance sheet at June 30, 2011 because we have both the ability and intent to refinance it on a long-term basis.

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

Our primary ongoing cash requirements will be to finance working capital, fund the payment of interest on debt, fund repurchases of our common stock, fund the payment of dividends, finance acquisitions, and fund capital expenditures (including our Business Transformation project, which involves the implementation of our new ERP platform) and routine growth and expansion through new business opportunities. In September 2010, our board of directors approved a new program allowing us to purchase up to $500 million of our outstanding shares of common stock, subject to market conditions. During the nine months ended June 30, 2011, we purchased $400.0 million of our common stock, of which $98.1 million was purchased to close out our prior November 2009 share repurchase program and $301.9 million was purchased under the current $500 million share repurchase program. As of June 30, 2011, we had $198.1 million of availability remaining on our current $500 million share repurchase program, which we expect to complete by the end of fiscal 2011. Future cash flows from operations and borrowings are expected to be sufficient to fund our ongoing cash requirements.

Our most significant market risk historically has been the effect of fluctuations in interest rates relating to our debt. We manage interest rate risk by using a combination of fixed-rate and variable-rate debt. At June 30, 2011, we had $74.1 million of variable-rate debt outstanding. The amount of variable-rate debt fluctuates during the year based on our working capital requirements. We periodically evaluate financial instruments to manage our exposure to fixed and variable interest rates. However, there are no assurances that such instruments will be available in the combinations we want and on terms acceptable to us. There were no such financial instruments in effect at June 30, 2011.

We also have market risk exposure to interest rate fluctuations relating to our cash and cash equivalents. We had $2.0 billion in cash and cash equivalents at June 30, 2011. The unfavorable impact of a hypothetical decrease in interest rates on cash and cash equivalents would be partially offset by the favorable impact of such a decrease on variable-rate debt. For every $100 million of cash invested that is in excess of variable-rate debt, a 10 basis point decrease in interest rates would increase our annual net interest expense by $0.1 million.

We are exposed to foreign currency and exchange rate risk from our non-U.S. operations. Our largest exposure to foreign exchange rates exists primarily with the Canadian Dollar. We may utilize foreign currency denominated forward contracts to hedge against changes in foreign exchange rates. Such contracts generally have durations of less than one year. We had no foreign currency denominated forward contracts at June 30, 2011. We may use derivative instruments to hedge our foreign currency exposure, but not for speculative or trading purposes.

26

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

Following is a summary of our contractual obligations for future principal and interest payments on our debt, minimum rental payments on our noncancelable operating leases and minimum payments on our other commitments at June 30, 2011 (in thousands):

	Payments Due by Period
			Within 1						After 5
	Total		Year		1-3 Years		4-5 Years		Years
Debt, including interest payments	$	1,700,509	$	127,276	$	502,370	$	602,613	$	468,250
Operating leases		221,759		44,014		67,933		49,943		59,869
Other commitments		341,090		191,320		119,352		30,418		—
Total	$	2,263,358	$	362,610	$	689,655	$	682,974	$	528,119

We have commitments to purchase blood plasma products from suppliers through December 31, 2012. We are required to purchase quantities at prices that we believe will represent market prices. We currently estimate our remaining purchase commitment under these agreements will be approximately $153.6 million as of June 30, 2011. These blood product commitments are included in “Other commitments” in the above table.

We have outsourced to IBM Global Services (“IBM”) a significant portion of our corporate and ABDC information technology activities, including assistance with the implementation of our new ERP platform. The remaining commitment under our 10-year arrangement, as amended, which expires in June 2015, is approximately $143.2 million as of June 30, 2011 and is included in “Other commitments” in the above table.

Our liability for uncertain tax positions was $49.3 million (including interest and penalties) as of June 30, 2011. This liability represents an estimate of tax positions that we have taken in our tax returns which may ultimately not be sustained upon examination by taxing authorities. Since the amount and timing of any future cash settlements cannot be predicted with reasonable certainty, the estimated liability has been excluded from the above table.

During the nine months ended June 30, 2011, our operating activities provided $807.8 million of cash in comparison to cash provided of $559.4 million in the prior year period. Cash provided by operations during the nine months ended June 30, 2011 was principally the result of net income of $559.3 million, non-cash items of $268.2 million, a decrease in merchandise inventories of $55.9 million, and an increase in accounts payable, accrued expenses and income taxes of $26.6 million, offset, in part, by an increase in accounts receivable of $93.6 million. Non-cash items include the provision for deferred income taxes of $122.2 million, which represents an increase of $61.5 million from the prior year nine-month period and is primarily attributable to tax bonus depreciation resulting from our Business Transformation capital expenditures. Merchandise inventories decreased slightly from the September 30, 2010 balance while the average number of inventory days on hand in the nine months ended June 30, 2011 decreased approximately one-half of one day from the prior year period. The average number of days payable outstanding in the nine months ended June 30, 2011 decreased approximately one-half of one day from the prior year period. Although accounts receivable increased from September 30, 2010, the average number of days sales outstanding during the quarter and nine months ended June 30, 2011 was relatively consistent to the prior year periods. Operating cash uses during the nine months ended June 30, 2011 included $47.5 million of interest payments and $184.9 million of income tax payments, net of refunds.

27

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

During the nine months ended June 30, 2010, our operating activities provided $559.4 million of cash in comparison to cash provided of $430.5 million in the prior year period. Cash provided by operations during the nine months ended June 30, 2010 was principally the result of net income of $495.5 million and non-cash items of $194.7 million, offset, in part, by an increase in merchandise inventories of $127.9 million. Despite the increase in revenue in the nine months ended June 30, 2010, accounts receivable decreased by 1% from September 30, 2009 as the average number of days sales outstanding during the nine-months ended June 30, 2010 decreased by nearly one day to 17.2 days from the prior year period, reflecting improved cash collection efforts and timing of customer receipts. Our accounts payable and inventory balances at September 30, 2009 were higher than normal as we made inventory purchases of approximately $400 million in the month of September 2009, primarily relating to the purchase of generic products due to a then recent product launch and purchases made in advance of a manufacturer’s temporary plant shutdown in connection with its facility consolidation efforts. Despite our higher than normal accounts payable balance at September 30, 2009, accounts payable, accrued expenses and income taxes decreased only by 1% from September 30, 2009 to June 30, 2010 due to the growth in our business. Our merchandise inventories at June 30, 2010 increased 2% when compared to September 30, 2009, substantially less than our revenue growth, due to a reduction in the September 30, 2009 inventory balance related to the purchase made in advance of the temporary plant shutdown. The average number of inventory days on hand in the nine months ended June 30, 2010 was consistent with the prior year period. Operating cash uses during the nine months ended June 30, 2010 included $37.4 million in interest payments and $180.8 million of income tax payments, net of refunds.

Capital expenditures for the nine months ended June 30, 2011 and 2010 were $127.5 million and $132.3 million, respectively. Our most significant capital expenditures in the nine months ended June 30, 2011 and 2010 related to our Business Transformation project, which includes a new ERP platform that we have begun to implement in ABDC and our corporate office. Other capital expenditures in the nine months ended June 30, 2011 included ABDC purchases of machinery and equipment, which were previously sold to financial institutions and leased back by us, and other technology initiatives. Other capital expenditures in the nine months ended June 30, 2010 included improvements made to our operating facilities and other information technology initiatives. We currently expect to spend approximately $175 million for capital expenditures during fiscal 2011.

In November 2009, we issued $400 million of 4 7/8% senior notes due November 15, 2019 (the “2019 Notes”) for net proceeds of $396.7 million. We used the net proceeds of the 2019 Notes to repay substantially all amounts then outstanding under our Multi-Currency Revolving Credit Facility and the remaining net proceeds were used for general corporate purposes.

During the nine months ended June 30, 2011, we purchased 11.4 million shares of our common stock for a total of $400.3 million. During the nine months ended June 30, 2010, we purchased 13.1 million shares of our common stock for a total of $350.3 million.

In November 2009, our board of directors increased the quarterly cash dividend by 33% to $0.08 per share. In November 2010, our board of directors authorized another increase in the quarterly cash dividend by 25% to $0.10 per share. In May 2011, our board of directors increased the quarterly cash dividend again by 15% to $0.115 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.

28

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

Forward-Looking Statements

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

29

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

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

30

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

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

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

(c) Issuer Purchases of Equity Securities

The following table sets forth the number of shares purchased, the average price paid per share, the total number of shares purchased as part of publicly announced programs, and the approximate dollar value of shares that may yet be purchased under the programs during each month in the quarter ended June 30, 2011.

					Total Number of		Approximate Dollar
	Total				Shares Purchased		Value of
	Number of		Average Price		as Part of Publicly		Shares that May Yet Be
	Shares		Paid per		Announced		Purchased
Period	Purchased		Share		Programs		Under the Programs
April 1 to April 30		394	$	40.35		—	$	343,149,418
May 1 to May 31		2,110,292	$	41.42		2,109,473	$	255,755,641
June 1 to June 30		1,409,098	$	40.94		1,408,985	$	198,087,242
Total		3,519,784				3,518,458

a)	In September 2010, the Company announced a new program to purchase up to $500 million of its outstanding shares of common stock, subject to market conditions. During the nine months ended June 30, 2011, the Company purchased 8.2 million shares under this program for $301.9 million. There is no expiration date related to this new program.
b)	Employees surrendered 394 shares in April 2011, 819 shares in May 2011, and 113 shares in June 2011 to meet tax-withholding obligations upon vesting of restricted stock.

31

ITEM 6. Exhibits

(a) Exhibits:

10.1	Non-Employee Directors’ Compensation Policy, effective as of November 11, 2010, as amended as of May 13, 2011.
10.2	First Amendment to Amended and Restated Receivables Purchase Agreement, dated as of April 28, 2011, among Amerisource Receivables Financial Corporation, as Seller, AmerisourceBergen Drug Corporation, as initial Servicer, various purchaser groups, and Bank of America, National Association, as Administrator (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 4, 2011).
10.3	Second Amendment to Receivables Sales Agreement, dated as of April 28, 2011, between Amerisource Receivables Financial Corporation, as Buyer, and AmerisourceBergen Drug Corporation, as Originator (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on May 4, 2011).
10.4	First Amendment to Amended and Restated Performance Undertaking Agreement, dated as of April 28, 2011, among Registrant, Amerisource Receivables Financial Corporation, Bank of America, National Association, as Administrator, and various purchaser groups (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on May 4, 2011).
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1	Section 1350 Certification of Chief Executive Officer
32.2	Section 1350 Certification of Chief Financial Officer
101	Financial statements from the Quarterly Report on Form 10-Q of AmerisourceBergen Corporation for the quarter ended June 30, 2011, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to Consolidated Statements.

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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 8, 2011	/s/ Steven H. Collis
	Steven H. Collis
	President and Chief Executive Officer
August 8, 2011	/s/ Michael D. DiCandilo
	Michael D. DiCandilo
	Executive Vice President and Chief Financial Officer

33

EXHIBIT INDEX

Exhibit
Number		Description
	10.1	Non-Employee Directors’ Compensation Policy, effective as of November 11, 2010, as amended as of May 13, 2011.
	10.2	First Amendment to Amended and Restated Receivables Purchase Agreement, dated as of April 28, 2011, among Amerisource Receivables Financial Corporation, as Seller, AmerisourceBergen Drug Corporation, as initial Servicer, various purchaser groups, and Bank of America, National Association, as Administrator (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 4, 2011).
	10.3	Second Amendment to Receivables Sales Agreement, dated as of April 28, 2011, between Amerisource Receivables Financial Corporation, as Buyer, and AmerisourceBergen Drug Corporation, as Originator (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on May 4, 2011).
	10.4	First Amendment to Amended and Restated Performance Undertaking Agreement, dated as of April 28, 2011, among Registrant, Amerisource Receivables Financial Corporation, Bank of America, National Association, as Administrator, and various purchaser groups (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on May 4, 2011).
	31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
	31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
	32.1	Section 1350 Certification of Chief Executive Officer
	32.2	Section 1350 Certification of Chief Financial Officer
	101	Financial statements from the Quarterly Report on Form 10-Q of AmerisourceBergen Corporation for the quarter ended June 30, 2011, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to Consolidated Statements.

34

EX-10.1

Exhibit 10.1

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

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

1. COMPENSATION

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

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

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

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

(ii) Meeting Fees.

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

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

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

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

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

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(iv) Initial Equity Awards.

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

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

(b) Terms of Equity Awards.

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

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

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

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

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

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

2. DEFERRAL ELECTIONS

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

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

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

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

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

3. EXPENSE REIMBURSEMENT

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

4. OWNERSHIP REQUIREMENTS

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

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5. TAXES

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

6. AMENDMENT AND TERMINATION

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

7. EFFECTIVE DATE

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

Adopted by the Board effective as of November 11, 2010

Amended by the Board on May 13, 2011

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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 8, 2011

/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, Michael D. DiCandilo, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: August 8, 2011

/s/ Michael D. DiCandilo Michael D. DiCandilo

Executive Vice President and

Chief Financial Officer

EX-32.1

Exhibit 32.1

Section 1350 Certification of Chief Executive Officer

In connection with the Quarterly Report of AmerisourceBergen Corporation (the “Company”) on Form 10-Q for the quarter ended June 30, 2011 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 8, 2011

EX-32.2

Exhibit 32.2

Section 1350 Certification of Chief Financial Officer

In connection with the Quarterly Report of AmerisourceBergen Corporation (the “Company”) on Form 10-Q for the quarter ended June 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael D. DiCandilo, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

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

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

/s/ Michael D. DiCandilo Michael D. DiCandilo

Executive Vice President and

Chief Financial Officer

August 8, 2011

XML



Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data	Jun. 30, 2011	Sep. 30, 2010
Current assets:
Allowances for returns and doubtful accounts	$ 367,640	$ 366,477
Stockholders' equity:
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	600,000,000	600,000,000
Common stock, shares issued	495,835,322	489,831,248
Common stock, shares outstanding	272,049,949	277,521,183
Treasury stock, shares held	223,785,373	212,310,065

XML



Consolidated Statements of Operations (Unaudited) (USD $) In Thousands, except Per Share data	3 Months Ended		9 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Consolidated Statements of Operations [Abstract]
Revenue	$ 20,161,022	$ 19,602,120	$ 59,809,888	$ 58,238,606
Cost of goods sold	19,507,441	19,013,750	57,888,739	56,474,798
Gross profit	653,581	588,370	1,921,149	1,763,808
Operating expenses:
Distribution, selling, and administrative	308,806	289,288	882,971	849,018
Depreciation	23,578	17,556	66,758	50,815
Amortization	4,038	4,069	12,246	12,294
Facility consolidations, employee severance and other	0	(4,397)	0	(4,482)
Intangible asset impairments	0	0	0	700
Operating income	317,159	281,854	959,174	855,463
Other loss (income)	62	488	(1,747)	1,033
Interest expense, net	18,605	17,901	56,805	54,447
Income before income taxes	298,492	263,465	904,116	799,983
Income taxes	114,073	100,260	344,816	304,463
Net income	$ 184,419	$ 163,205	$ 559,300	$ 495,520
Earnings per share:
Basic	$ 0.67	$ 0.58	$ 2.04	$ 1.75
Diluted	$ 0.66	$ 0.57	$ 2.00	$ 1.72
Weighted average common shares outstanding:
Basic	273,492	281,195	274,484	283,390
Diluted	279,015	286,693	279,837	288,412
Cash dividends declared per share of common stock	$ 0.115	$ 0.08	$ 0.315	$ 0.24

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Debt (Details) (USD $) In Thousands	3 Months Ended
	Jun. 30, 2011	Sep. 30, 2010
Debt Instrument [Line Items]
Long Term Debt	$ 1,362,064	$ 1,343,580
Current portion of long-term debt	175	422
Long-term debt, net of current portion	1,361,889	1,343,158
Blanco Revolving Credit Facility Member
Debt Instrument [Line Items]
Long Term Debt	55,000	55,000
Interest Rate for Debt at Period End	100 basis points over LIBOR
Receivables Securitization Facility Member
Debt Instrument [Line Items]
Long Term Debt	0	0
Interest Rate for Debt at Period End	prevailing market rates for short-term commercial paper or LIBOR plus a program fee of 90 basis points
Debt Instrument Fee Rate At Period End	45 basis points, annually,
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]
Long Term Debt	19,099	907
Debt Instrument Interest Rate Effective Percentage Rate Range	87.5 basis points to 192.5 basis points over LIBOR/EURIBOR/Bankers Acceptance Stamping Fee
Interest Rate for Debt at Period End	130 basis points over LIBOR/EURIBOR/Bankers Acceptance Stamping Fee
Debt Instrument Fee Rate Effective Percentage Rate Range	12.5 basis points to 32.5 basis points, annually, of the total commitment
Debt Instrument Fee Rate At Period End	20 basis points
Interest Rate Option on Canadian Borrowings	the Canadian prime rate plus 30 basis points or the CDOR rate
Senior Notes Due 2012 Member
Debt Instrument [Line Items]
Long Term Debt	391,917	391,682
Senior Notes Due 2015 Member
Debt Instrument [Line Items]
Long Term Debt	498,756	498,568
Senior Notes Due 2019 Member
Debt Instrument [Line Items]
Long Term Debt	397,117	396,915
Other Debt Member
Debt Instrument [Line Items]
Long Term Debt	$ 175	$ 508

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Document and Entity Information (USD $)	9 Months Ended
	Jun. 30, 2011	Jul. 31, 2011	Mar. 31, 2010
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, 2011
Amendment Flag	false
Document Fiscal Year Focus	2011
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			$ 6,885,364,872
Entity Common Stock, Shares Outstanding		269,256,615

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Litigation Settlements (Details) (USD $) In Millions	3 Months Ended		9 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Litigation Settlements (Details) [Abstract]
Antitrust Settlements Gain	$ 1.2	$ 19.1	$ 1.2	$ 20.7

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Legal Matters and Contingencies

3 Months Ended

Jun. 30, 2011

Legal Matters and Contingencies [Abstract]

Legal Matters and Contingencies

Note 6. Legal Matters and Contingencies

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

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

On April 27, 2009, the Ontario Ministry of Health and Long-Term Care ("OMH") notified the Company's Canadian subsidiary, AmerisourceBergen Canada Corporation ("ABCC"), that it had entered a Rebate Payment Order requiring ABCC to pay C$5.8 million to the Ontario Ministry of Finance. OMH maintains that it has reasonable grounds to believe that ABCC accepted rebates, directly or indirectly, in violation of the Ontario Drug Interchangeability and Dispensing Fee Act. OMH at the same time announced similar rebate payment orders against other wholesalers, generic manufacturers, pharmacies, and individuals. ABCC was cooperating fully with OMH prior to the entry of the Order by responding fully to requests for information and/or documents and will continue to cooperate. ABCC filed an appeal of the Order pursuant to OMH procedures in May 2009. In addition, on the same day that the Order was issued, OMH notified ABCC that it had filed a civil complaint with Health Canada (department of the Canadian government responsible for national public health) against ABCC for potential violations of the Canadian Food and Drug Act. Health Canada subsequently conducted an audit of ABCC, and ABCC has cooperated fully with Health Canada in the conduct of the audit. The Company has met several times, including most recently in April 2011, with representatives of OMH to present its position on the Rebate Payment Order. Although the Company believes that ABCC has not violated the relevant statutes and regulations and has conducted its business consistent with widespread industry practices, the Company cannot predict the outcome of these matters.

Qui Tam Matter

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

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

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

On December 17, 2009, the states and the relator both filed amended complaints. The State of Texas, which was not one of the original 14 states intervening in the action, joined in the amended complaint. Between January 20, 2010 and February 23, 2010, the States of Florida, Texas, New Hampshire, Louisiana, Nevada and Delaware filed notices to voluntarily dismiss the Intervention Complaint, leaving 9 states and the District of Columbia as intervenors. On February 1, 2010, the Company filed a motion to dismiss the complaints. Amgen, Inc. filed a motion to dismiss as well. On April 23, 2010, the Federal District Court issued a written opinion and order dismissing the Original Qui Tam Complaint, as amended, and the Intervention Complaint. Five states — California, Illinois, Indiana, Massachusetts, and New York — filed notices of appeal to the U.S. Court of Appeals for the First Circuit (the "First Circuit") and the relator filed a notice of appeal to the First Circuit on behalf of Georgia and New Mexico. On July 15, 2010, the First Circuit issued an order requiring the Federal District Court to provide a written statement explaining why a final judgment was entered with respect to the states in order for the First Circuit to determine whether to allow the appeals to proceed, and the Federal District Court complied with the order. The appeals were consolidated and briefing of the appeals was completed on February 16, 2011. The First Circuit heard oral argument on the appeals on April 6, 2011. On July 22, 2011, the First Circuit reversed in part and affirmed in part the district court's dismissal of the plaintiff state intervenors' claims. The First Circuit reversed the dismissal of plaintiffs' claims under the state False Claims Act statutes in California, Illinois, Indiana, Massachusetts, New Mexico, and New York, on the grounds that these plaintiff states had adequately alleged in their complaints claims under their respective state False Claims Act statutes sufficient to survive a motion to dismiss. The First Circuit affirmed the district court's dismissal of the claims brought by the relator on behalf of Georgia on the grounds that the plaintiffs' complaint did not adequately allege that medical providers submitted false certifications and false claims for payment for Aransesp to Georgia's Medicaid program.

The relator also sought and received permission from the Federal District Court to file a further amended complaint with respect to claims brought on behalf of the United States (the "Fourth Amended Complaint"). On May 27, 2010, the relator filed a Fourth Amended Complaint with the Federal District Court, which names ASD and INN, along with Amgen, as defendants. The Fourth Amended Complaint contains many of the same allegations contained in the relator's prior complaints, but adds a count based on allegations that conduct by ASD, INN, and Amgen caused healthcare providers to submit false claims because it is alleged that the healthcare providers billed the government for amounts of Aranesp that were either not administered or administered, but medically unnecessary. On June 28, 2010, the Company and Amgen filed motions to dismiss the Fourth Amended Complaint. The motions to dismiss were denied following a hearing on July 21, 2010. The Company filed a Motion for Judgment on the Pleadings on February 18, 2011. The Motion was denied following a hearing on March 24, 2011. The Company, Amgen, and Relator filed Motions for Partial Summary Judgment on March 1, 2011. The Court heard oral argument on those motions on April 11, 2011. Those motions were denied by the Court. This matter is scheduled to go to trial in October 2011.

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

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

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Financial Instruments (Details) (USD $)	Jun. 30, 2011	Sep. 30, 2010
Financial Instruments (Details) [Abstract]
Other Assets Fair Value Disclosure	$ 955,700,000	$ 1,552,400,000
Long Term Debt	1,362,064,000	1,343,580,000
Debt Instrument Fair Value	$ 1,480,700,000	$ 1,486,300,000

XML



Legal Matters and Contingencies (Details) (Ontario Ministry of Health and Long Term Care Civil Rebate Payment Order and Civil Complaint Member Member, CAD) In Millions	1 Months Ended
	Apr. 27, 2009
Ontario Ministry of Health and Long Term Care Civil Rebate Payment Order and Civil Complaint Member Member
Loss Contingencies [Line Items]
Initial Liability Assessment	5.8

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Goodwill and Other Intangible Assets (Tables)

3 Months Ended

Jun. 30, 2011

Goodwill and Other Intangible Assets (Tables) [Abstract]

Schedule Of Goodwill Text Block

Goodwill at September 30, 2010	$	2,544,367
Foreign currency translation		6,663
Goodwill at June 30, 2011	$	2,551,030

Schedule of Other Intangible Assets Text Block

	June 30, 2011						September 30, 2010
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Indefinite-lived
intangibles-trade
names	$	238,947	$	-	$	238,947	$	238,355	$	-	$	238,355
Finite-lived
intangibles:
Customer
relationships		122,946		(78,810)		44,136		121,940		(69,207)		52,733
Other		39,224		(29,406)		9,818		36,330		(26,442)		9,888
Total other intangible
assets	$	401,117	$	(108,216)	$	292,901	$	396,625	$	(95,649)	$	300,976

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Income Taxes

3 Months Ended

Jun. 30, 2011

Income Taxes [Abstract]

Income Taxes

Note 2.Income Taxes

The Company files income tax returns in U.S. federal and state jurisdictions as well as various foreign jurisdictions. In fiscal 2010, the U.S. Internal Revenue Service (“IRS”) completed its examination of the Company's U.S. federal income tax returns for fiscal 2006, 2007 and 2008. No significant adjustments were made resulting from the IRS examination. In fiscal 2011, the Canada Revenue Service completed its examination of the Canadian federal income tax returns for fiscal 2007 and 2008 and no significant adjustments were made resulting from the examination.

As of June 30, 2011, the Company had unrecognized tax benefits,defined as the aggregate tax effect of differences between tax return positions and the benefits recognized in the Company's financial statements, of $49.3million ($33.5 million net of federal benefit, which, if recognized, would reduce income tax expense). Includedin this amount is $11.5 million of interest and penalties, which the Company records in income tax expense.During the nine months ended June 30, 2011, unrecognized tax benefits decreased by $6.6 million. During the next 12 months, it is reasonably possible that audit resolutions and the expiration of statutes of limitations could result in a reduction of unrecognized tax benefits by approximately $4.7 million.

XML



Financial Instruments

3 Months Ended

Jun. 30, 2011

Financial Instruments [Abstract]

Financial Instruments

Note 8. Fair Value of Financial Instruments

The recordedamounts of the Company's cash and cash equivalents, accounts receivable and accounts payable at June 30, 2011 and September 30, 2010approximate fair value based upon the relatively short-term nature of these financial instruments. Within cash and cash equivalents, the Company had $955.7millionand $1,552.4 million of investments in money market accounts as of June 30, 2011 and September 30, 2010, respectively. The fair values of the money market accounts were determined based on unadjusted quoted prices in active markets for identical assets, otherwise known as Level 1 investments. The fair values of the Company's debt instruments are estimated based on market prices. The recorded amount of debt (see Note 4) and the corresponding fair value as of June 30, 2011 were $1,362.1 million and $1,480.7 million, respectively. The recorded amount of debt and the corresponding fair value as of September 30, 2010 were$1,343.6 million and $1,486.3 million, respectively.

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Stockholders' Equity and Earnings Per Share (Tables)

3 Months Ended

Jun. 30, 2011

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

Schedule of Comprehensive Income Text Block

	Three months ended				Nine months ended
	June 30,				June 30,
	2011		2010		2011		2010
Net income	$	184,419	$	163,205	$	559,300	$	495,520
Foreign currency translation adjustments and other		4,219		(11,866)		20,048		(4,063)
Comprehensive income	$	188,638	$	151,339	$	579,348	$	491,457

Schedule of Weighted Average Common Stock Outstanding Text Block

	Three months ended		Nine months ended
	June 30,		June 30,
(in thousands)	2011	2010	2011	2010
Weighted average common shares outstanding - basic	273,492	281,195	274,484	283,390
Effect of dilutive securities: stock options,
restricted stock, and restricted stock units	5,523	5,498	5,353	5,022
Weighted average common shares outstanding - diluted	279,015	286,693	279,837	288,412

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Selected Consolidating Financial Statements of Parent, Guarantors and Non-Guarantors

3 Months Ended

9 Months Ended

12 Months Ended

Jun. 30, 2011

Jun. 30, 2010

Jun. 30, 2011

Jun. 30, 2010

Sep. 30, 2010

Selected Consolidating Financial Statements of Parent, Guarantors and Non-Guarantors [Abstract]

Selected Consolidating Financial Statements of Parent, Guarantors and Non-Guarantors

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

The Company's 5 5/8% senior notes due September 15, 2012 (the “2012 Notes”), 5 7/8% senior notes due September 15, 2015 (the “2015 Notes”), and 4 7/8% senior notes due November 15, 2019 (the “2019 Notes” and, together with the 2012 Notes and 2015 Notes, the “Notes”) each are fully and unconditionally guaranteed on a joint and several basis by certain of the Company's subsidiaries (the subsidiaries of the Company that are guarantors of any of the Notes being referred to collectively as the “Guarantor Subsidiaries”). The total assets, stockholders' equity, revenue, earnings, and cash flows from operating activities of the Guarantor Subsidiaries reflect the majority of the consolidated total of such items as of or for the periods reported. The only consolidated subsidiaries of the Company that are not guarantors of any of the Notes (the “Non-Guarantor Subsidiaries”) are: (a) the receivables securitization special purpose entity, (b) the foreign operating subsidiaries, and (c) certain smaller operating subsidiaries. The following tables present condensed consolidating financial statements including AmerisourceBergen Corporation (the “Parent”), the Guarantor Subsidiaries, and the Non-Guarantor Subsidiaries. Such financial statements include balance sheets as of June 30, 2011 and September 30, 2010, statements of operations for the three and nine months ended June 30, 2011 and 2010, and statements of cash flows for the nine months ended June 30, 2011 and 2010.

SUMMARY CONSOLIDATING BALANCE SHEETS:
				June 30, 2011
							Guarantor	Non-Guarantor				Consolidated
(in thousands)					Parent		Subsidiaries	Subsidiaries		Eliminations		Total
Current assets:
	Cash and cash equivalents			$	1,562,346	$	380,325	$	57,782	$	-	$	2,000,453
	Accounts receivable, net				83		1,189,357		2,717,672		-		3,907,112
	Merchandise inventories				-		5,012,596		145,200		-		5,157,796
	Prepaid expenses and other				143		52,206		3,595		-		55,944
		Total current assets			1,562,572		6,634,484		2,924,249		-		11,121,305
Property and equipment, net					-		734,548		27,440		-		761,988
Goodwill and other intangible assets					-		2,702,437		141,494		-		2,843,931
Other assets					11,081		114,733		2,691		-		128,505
Intercompany investments and
	advances				2,642,132		2,403,860		(132,121)		(4,913,871)		-
		Total assets		$	4,215,785	$	12,590,062	$	2,963,753	$	(4,913,871)	$	14,855,729
Current liabilities:
	Accounts payable			$	-	$	8,731,576	$	161,756	$	-	$	8,893,332
	Accrued expenses and other				(275,085)		598,041		9,470		-		332,426
	Current portion of long-term debt				-		175		-		-		175
	Deferred income taxes				-		781,852		-		-		781,852
		Total current liabilities			(275,085)		10,111,644		171,226		-		10,007,785
Long-term debt, net of current portion					1,287,790		-		74,099		-		1,361,889
Other liabilities					-		277,998		4,977		-		282,975
Total stockholders' equity					3,203,080		2,200,420		2,713,451		(4,913,871)		3,203,080
		Total liabilities and
			stockholders' equity	$	4,215,785	$	12,590,062	$	2,963,753	$	(4,913,871)	$	14,855,729

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS:
		Three months ended June 30, 2011
					Guarantor	Non-Guarantor				Consolidated
(in thousands)		Parent			Subsidiaries	Subsidiaries		Eliminations		Total
Revenue		$	-	$	19,700,969	$	492,991	$	(32,938)	$	20,161,022
Cost of goods sold			-		19,068,342		439,099		-		19,507,441
Gross profit			-		632,627		53,892		(32,938)		653,581
Operating expenses:
	Distribution, selling, and administrative		-		324,103		17,641		(32,938)		308,806
	Depreciation		-		22,661		917		-		23,578
	Amortization		-		3,229		809		-		4,038
Operating income			-		282,634		34,525		-		317,159
Other loss (income)			-		138		(76)		-		62
Interest expense, net			311		16,199		2,095		-		18,605
(Loss) income before income taxes and equity in
	earnings of subsidiaries		(311)		266,297		32,506		-		298,492
Income taxes			(109)		103,312		10,870		-		114,073
Equity in earnings of subsidiaries			184,621		-		-		(184,621)		-
Net income		$	184,419	$	162,985	$	21,636	$	(184,621)	$	184,419

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS:
		Three months ended June 30, 2010
					Guarantor	Non-Guarantor				Consolidated
(in thousands)		Parent			Subsidiaries	Subsidiaries		Eliminations		Total
Revenue		$	-	$	19,157,657	$	476,078	$	(31,615)	$	19,602,120
Cost of goods sold			-		18,590,407		423,343		-		19,013,750
Gross profit			-		567,250		52,735		(31,615)		588,370
Operating expenses:
	Distribution, selling,
	and administrative		-		300,954		19,949		(31,615)		289,288
	Depreciation		-		16,667		889		-		17,556
	Amortization		-		3,297		772		-		4,069
	Facility consolidations, employee
	severance and other		-		(4,397)		-		-		(4,397)
Operating income			-		250,729		31,125		-		281,854
Other loss (income)			-		489		(1)		-		488
Interest expense, net			234		15,154		2,513		-		17,901
(Loss) income before income taxes
	and equity in earnings
	of subsidiaries		(234)		235,086		28,613		-		263,465
Income taxes			(82)		90,520		9,822		-		100,260
Equity in earnings of subsidiaries			163,357		-		-		(163,357)		-
Net income		$	163,205	$	144,566	$	18,791	$	(163,357)	$	163,205

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS:
		Nine months ended June 30, 2011
					Guarantor	Non-Guarantor				Consolidated
(in thousands)		Parent			Subsidiaries	Subsidiaries		Eliminations		Total
Revenue		$	-	$	58,477,033	$	1,430,674	$	(97,819)	$	59,809,888
Cost of goods sold			-		56,616,760		1,271,979		-		57,888,739
Gross profit			-		1,860,273		158,695		(97,819)		1,921,149
Operating expenses:
	Distribution, selling, and administrative		-		926,881		53,909		(97,819)		882,971
	Depreciation		-		64,110		2,648		-		66,758
	Amortization		-		9,843		2,403		-		12,246
Operating income			-		859,439		99,735		-		959,174
Other income			-		(1,678)		(69)		-		(1,747)
Interest expense, net			1,231		48,424		7,150		-		56,805
(Loss) income before income taxes and equity in
	earnings of subsidiaries		(1,231)		812,693		92,654		-		904,116
Income taxes			(431)		313,119		32,128		-		344,816
Equity in earnings of subsidiaries			560,100		-		-		(560,100)		-
Net income		$	559,300	$	499,574	$	60,526	$	(560,100)	$	559,300

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS:
		Nine months ended June 30, 2011
					Guarantor		Non-Guarantor					Consolidated
(in thousands)			Parent			Subsidiaries		Subsidiaries			Eliminations		Total
Net income			$	559,300	$	499,574		$	60,526	$	(560,100)		$	559,300
Adjustments to reconcile net income
	to net cash provided by (used in)
	operating activities			(558,223)		449,086			(202,418)		560,100			248,545
Net cash provided by (used in) operating
	activities			1,077		948,660			(141,892)		-			807,845
Capital expenditures				-		(124,999)			(2,474)		-			(127,473)
Other				-		873			3		-			876
Net cash used in investing activities				-		(124,126)			(2,471)		-			(126,597)
Net borrowings under revolving and
securitization credit facilities				-		-			17,201		-			17,201
Purchases of common stock				(400,253)		-			-		-			(400,253)
Exercises of stock options, including
excess tax benefit				138,130		-			-		-			138,130
Cash dividends on common stock				(86,920)		-			-		-			(86,920)
Debt issuance costs and other				(6,855)		453			(733)		-			(7,135)
Intercompany financing and advances				365,045		(524,362)			159,317		-			-
Net cash provided by (used in) financing
activities				9,147		(523,909)			175,785		-			(338,977)
Increase in cash and cash
equivalents				10,224		300,625			31,422		-			342,271
Cash and cash equivalents at beginning
	of period			1,552,122		79,700			26,360		-			1,658,182
Cash and cash equivalents at end of period			$	1,562,346	$	380,325		$	57,782	$	-		$	2,000,453

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS:
		Nine months ended June 30, 2010
					Guarantor	Non-Guarantor				Consolidated
(in thousands)		Parent			Subsidiaries	Subsidiaries		Eliminations		Total
Revenue		$	-	$	56,949,476	$	1,382,854	$	(93,724)	$	58,238,606
Cost of goods sold			-		55,245,895		1,228,903		-		56,474,798
Gross profit			-		1,703,581		153,951		(93,724)		1,763,808
Operating expenses:
	Distribution, selling,
	and administrative		-		895,414		47,328		(93,724)		849,018
	Depreciation		-		48,244		2,571		-		50,815
	Amortization		-		9,798		2,496		-		12,294
	Facility consolidations, employee
	severance and other		-		(4,482)		-		-		(4,482)
	Intangible asset impairments		-		700		-		-		700
Operating income			-		753,907		101,556		-		855,463
Other loss (income)			-		1,039		(6)		-		1,033
Interest expense, net			1,459		44,554		8,434		-		54,447
(Loss) income before income taxes
	and equity in earnings
	of subsidiaries		(1,459)		708,314		93,128		-		799,983
Income taxes			(511)		272,160		32,814		-		304,463
Equity in earnings of subsidiaries			496,468		-		-		(496,468)		-
Net income		$	495,520	$	436,154	$	60,314	$	(496,468)	$	495,520

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS:
		Nine months ended June 30, 2010
					Guarantor			Non-Guarantor					Consolidated
(in thousands)			Parent			Subsidiaries			Subsidiaries		Eliminations			Total
Net income			$	495,520		$	436,154		$	60,314	$	(496,468)		$	495,520
Adjustments to reconcile net income
	to net cash (used in)
	provided by operating activities			(497,225)			23,198			41,430		496,468			63,871
Net cash (used in) provided by operating
	activities		(1,705)			459,352			101,744		-			559,391
Capital expenditures				-			(129,684)			(2,618)		-			(132,302)
Other				-			24			119		-			143
Net cash used in investing activities				-			(129,660)			(2,499)		-			(132,159)
Long-term debt borrowings				396,696			-			-		-			396,696
Net repayments under revolving and
	securitization credit facilities		-			-			(216,720)		-			(216,720)
Purchases of common stock				(350,262)			-			-		-			(350,262)
Exercises of stock options, including
	excess tax benefit		122,715			-			-		-			122,715
Cash dividends on common stock				(68,306)			-			-		-			(68,306)
Debt issuance costs and other				(8,687)			(454)			(866)		-			(10,007)
Intercompany financing and advances				206,789			(335,159)			128,370		-			-
Net cash provided by (used in)
	financing activities		298,945			(335,613)			(89,216)		-			(125,884)
Increase (decrease) in cash and cash equivalents			297,240			(5,921)			10,029		-			301,348
Cash and cash equivalents at beginning of
	period		927,049			58,900			23,419		-			1,009,368
Cash and cash equivalents at end of period			$	1,224,289		$	52,979		$	33,448	$	-		$	1,310,716

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

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Litigation Settlements

3 Months Ended

Jun. 30, 2011

Litigation Settlements [Abstract]

Litigation Settlements

Note 7. Litigation Settlements

Antitrust Settlements

During the last several years, numerous class action lawsuits have been filed against certain brand pharmaceutical manufacturers alleging that the manufacturer, by itself or in concert with others, took improper actions to delay or prevent generic drugs from entering the market. The Company has not been a named plaintiff in any of these class actions, but has been a member of the direct purchasers' class (i.e., those purchasers who purchase directly from these pharmaceutical manufacturers). None of the class actions has gone to trial, but some have settled in the past with the Company receiving proceeds from the settlement funds. The Company recognized a gain of $1.2 million in the three and nine months ended June 30, 2011, relating to the above-mentioned class action lawsuits. In the three and nine months ended June 30, 2010, the Company recognized gains of$19.1 million and $20.7 million, respectively, relating to the above-mentioned class action lawsuits. The gains, which were 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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Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) (USD $) In Thousands	9 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
FINANCING ACTIVITIES
Excess tax benefit from the exercise of stock options	$ 34,585	$ 19,996

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Goodwill and Other Intangible Assets

3 Months Ended

Jun. 30, 2011

Goodwill and Other Intangible Assets [Abstract]

Goodwill and Other Intangible Assets

Note 3.Goodwill and Other Intangible Assets

Following is a summary of the changes in the carrying value of goodwill for the nine months ended June 30, 2011 (in thousands):

Goodwill at September 30, 2010	$	2,544,367
Foreign currency translation		6,663
Goodwill at June 30, 2011	$	2,551,030

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

	June 30, 2011						September 30, 2010
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Indefinite-lived
intangibles-trade
names	$	238,947	$	-	$	238,947	$	238,355	$	-	$	238,355
Finite-lived
intangibles:
Customer
relationships		122,946		(78,810)		44,136		121,940		(69,207)		52,733
Other		39,224		(29,406)		9,818		36,330		(26,442)		9,888
Total other intangible
assets	$	401,117	$	(108,216)	$	292,901	$	396,625	$	(95,649)	$	300,976

Amortization expense for other intangible assets was $12.2 million and $12.3 million in the nine months ended June 30, 2011 and 2010, respectively. Amortization expense for other intangible assets is estimated to be $16.7 million in fiscal 2011, $14.4 million in fiscal 2012, $12.2 million in fiscal 2013, $8.6 million in fiscal 2014, $4.1 million in fiscal 2015, and $10.2 million thereafter.

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Debt

3 Months Ended

Jun. 30, 2011

Debt [Abstract]

Debt

Note 4.Debt

Debt consisted of the following (in thousands):

	June 30,		September 30,
	2011		2010
Blanco revolving credit facility at 1.19% and 2.26%, respectively, due 2012	$	55,000	$	55,000
Receivables securitization facility due 2014		-		-
Multi-currency revolving credit facility at 3.30% and 3.00%, respectively, due 2015		19,099		907
$392,326, 5 5/8% senior notes due 2012		391,917		391,682
$500,000, 5 7/8% senior notes due 2015		498,756		498,568
$400,000, 4 7/8% senior notes due 2019		397,117		396,915
Other		175		508
Total debt		1,362,064		1,343,580
Less current portion		175		422
Total, net of current portion	$	1,361,889	$	1,343,158

In March 2011, the Company entered into a new multi-currency senior unsecured revolving credit facility for $700 million, which expires in March 2015, (the “Multi-Currency Revolving Credit Facility”) with a syndicate of lenders. Interest on borrowings under the Multi-Currency Revolving Credit Facility accrues at specified rates based on the Company's debt rating and ranges from 87.5 basis points to 192.5 basis points over LIBOR/EURIBOR/Bankers Acceptance Stamping Fee, as applicable (130 basis points over LIBOR/EURIBOR/Bankers Acceptance Stamping Fee at June 30, 2011). Additionally, interest on borrowings denominated in Canadian dollars may accrue at the greater of the Canadian prime rate plus 30 basis points 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 the Company's debt rating, ranging from 12.5 basis points to 32.5 basis points, annually, of the total commitment (20 basis points at June 30, 2011). 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.

In April 2011, the Company amended its $700 million receivables securitization facility (“Receivables Securitization Facility”), which now expires in April 2014. The Company continues to haveavailable 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 90 basis points. The Company pays anunused fee of 45 basis points, annually,to maintain the availability under the Receivables Securitization Facility. At June 30, 2011, there were no borrowings outstanding under the Receivables Securitization Facility. The Receivables Securitization Facility contains similar covenants to the Multi-Currency Revolving Credit Facility.

In April 2011, the Company amended the Blanco revolving credit facility (the “Blanco Credit Facility”)to extend the maturity date to April 2012. Borrowings under the Blanco Credit Facility are guaranteed by the Company. Interest on borrowings under the Blanco Credit Facility accrues at specific rates based on the Company's debt rating (100 basis points over LIBOR at June 30, 2011). The Blanco Credit Facility is not classified in the current portion of long-term debt on the consolidated balance sheet at June 30, 2011 because the Company has both the ability and intent to refinance it on a long-term basis.

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Selected Consolidating Financial Statements of Parent, Guarantors and Non-Guarantors (Details) (USD $) In Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010	Sep. 30, 2010
Current assets:
Cash and Cash Equivalents, at Carrying Value	$ 2,000,453	$ 1,310,716	$ 2,000,453	$ 1,310,716
Accounts Receivable, Net, Current	3,907,112		3,907,112		3,827,484
Inventory, Net	5,157,796		5,157,796		5,210,098
Other Assets, Current	55,944		55,944		52,586
Total current assets	11,121,305		11,121,305		10,748,350
Property, Plant and Equipment, Net	761,988		761,988		711,712
Goodwill And Other Intangible Assets	2,843,931		2,843,931		2,845,343
Other assets	128,505		128,505		129,438
Assets	14,855,729		14,855,729		14,434,843
Current liabilities:
Accounts payable	8,893,332		8,893,332		8,833,285
Accrued expenses and other	332,426		332,426		369,016
Long-term Debt, Current Maturities	175		175		422
Deferred income taxes	781,852		781,852		703,621
Liabilities, Current	10,007,785		10,007,785		9,906,344
Long-term Debt, Excluding Current Maturities	1,361,889		1,361,889		1,343,158
Other liabilities	282,975		282,975		231,044
Stockholders' Equity Attributable to Parent	3,203,080		3,203,080		2,954,297
Liabilities and Stockholders' Equity	14,855,729		14,855,729		14,434,843
Condensed Consolidating Statements of Operations [Abstract]
Revenues	20,161,022	19,602,120	59,809,888	58,238,606
Cost of Goods Sold	19,507,441	19,013,750	57,888,739	56,474,798
Gross Profit	653,581	588,370	1,921,149	1,763,808
Operating expenses:
Selling, General and Administrative Expense	308,806	289,288	882,971	849,018
Depreciation Nonproduction	23,578	17,556	66,758	50,815
Amortization of Intangible Assets	4,038	4,069	12,246	12,294
Restructuring Charges	0	(4,397)	0	(4,482)
Impairment of Intangible Assets (Excluding Goodwill)	0	0	0	700
Operating Income (Loss)	317,159	281,854	959,174	855,463
Other loss (income)	62	488	(1,747)	1,033
Interest expense, net	18,605	17,901	56,805	54,447
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Cumulative Effects of Changes in Accounting Principles, Noncontrolling Interest	298,492	263,465	904,116	799,983
Income Tax Expense (Benefit)	114,073	100,260	344,816	304,463
Net Income (Loss) Attributable to Parent	184,419	163,205	559,300	495,520
Condensed Consolidating Statements of Cash Flows [Abstract]
Net Income (Loss) Attributable to Parent	184,419	163,205	559,300	495,520
Adjustments to reconcile net income to net cash provided by (used in) operating activities			248,545	63,871
Net Cash Provided by (Used in) Operating Activities			807,845	559,391
Capital expenditures			(127,473)	(132,302)
Other			876	143
Net Cash Provided by (Used in) Investing Activities			(126,597)	(132,159)
Proceeds from Issuance of Long-term Debt			0	396,696
Borrowings under revolving and securitization credit facilities			684,306	780,691
Repayments under revolving and securitization credit facilities			667,105	997,411
Net borrowings (repayments) under revolving and securitization credit facilities			17,201	(216,720)
Purchases of common stock			(400,253)	(350,262)
Exercise of stock options, including excess tax benefits			138,130	122,715
Cash dividends on common stock			(86,920)	(68,306)
Proceeds from payments for other financiing activities			(7,135)	(10,007)
Net Cash Provided by (Used in) Financing Activities			(338,977)	(125,884)
Cash and Cash Equivalents, Period Increase (Decrease)			342,271	301,348
Cash and cash equivalents at beginning of period			1,658,182	1,009,368
CASH AND CASH EQUIVALENTS AT END OF PERIOD	2,000,453	1,310,716	2,000,453	1,310,716
Parent Company Member
Current assets:
Cash and Cash Equivalents, at Carrying Value	1,562,346	1,224,289	1,562,346	1,224,289
Accounts Receivable, Net, Current	83		83		227
Inventory, Net	0		0		0
Other Assets, Current	143		143		87
Total current assets	1,562,572		1,562,572		1,552,436
Property, Plant and Equipment, Net	0		0		0
Goodwill And Other Intangible Assets	0		0		0
Other assets	11,081		11,081		10,332
Intercompany investments and advances	2,642,132		2,642,132		2,404,018
Assets	4,215,785		4,215,785		3,966,786
Current liabilities:
Accounts payable	0		0		0
Accrued expenses and other	(275,085)		(275,085)		(274,676)
Long-term Debt, Current Maturities	0		0		0
Deferred income taxes	0		0		0
Liabilities, Current	(275,085)		(275,085)		(274,676)
Long-term Debt, Excluding Current Maturities	1,287,790		1,287,790		1,287,165
Other liabilities	0		0		0
Stockholders' Equity Attributable to Parent	3,203,080		3,203,080		2,954,297
Liabilities and Stockholders' Equity	4,215,785		4,215,785		3,966,786
Condensed Consolidating Statements of Operations [Abstract]
Revenues	0	0	0	0
Cost of Goods Sold	0	0	0	0
Gross Profit	0	0	0	0
Operating expenses:
Selling, General and Administrative Expense	0	0	0	0
Depreciation Nonproduction	0	0	0	0
Amortization of Intangible Assets	0	0	0	0
Restructuring Charges	0	0	0	0
Impairment of Intangible Assets (Excluding Goodwill)	0	0	0	0
Operating Income (Loss)	0	0	0	0
Other loss (income)	0	0	0	0
Interest expense, net	311	234	1,231	1,459
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Cumulative Effects of Changes in Accounting Principles, Noncontrolling Interest	(311)	(234)	(1,231)	(1,459)
Income Tax Expense (Benefit)	(109)	(82)	(431)	(511)
Equity in earnings of subsidiaries	184,621	163,357	560,100	496,468
Net Income (Loss) Attributable to Parent	184,419	163,205	559,300	495,520
Condensed Consolidating Statements of Cash Flows [Abstract]
Net Income (Loss) Attributable to Parent	184,419	163,205	559,300	495,520
Adjustments to reconcile net income to net cash provided by (used in) operating activities			(558,223)	(497,225)
Net Cash Provided by (Used in) Operating Activities			1,077	(1,705)
Capital expenditures			0	0
Other			0	0
Net Cash Provided by (Used in) Investing Activities			0	0
Proceeds from Issuance of Long-term Debt			0	396,696
Net borrowings (repayments) under revolving and securitization credit facilities			0	0
Purchases of common stock			(400,253)	(350,262)
Exercise of stock options, including excess tax benefits			138,130	122,715
Cash dividends on common stock			(86,920)	(68,306)
Proceeds from payments for other financiing activities			(6,855)	(8,687)
Intercompany financing and advances			365,045	206,789
Net Cash Provided by (Used in) Financing Activities			9,147	298,945
Cash and Cash Equivalents, Period Increase (Decrease)			10,224	297,240
Cash and cash equivalents at beginning of period			1,552,122	927,049
CASH AND CASH EQUIVALENTS AT END OF PERIOD	1,562,346	1,224,289	1,562,346	1,224,289
Guarantor Subsidiaries Member Member
Current assets:
Cash and Cash Equivalents, at Carrying Value	380,325	52,979	380,325	52,979
Accounts Receivable, Net, Current	1,189,357		1,189,357		1,303,333
Inventory, Net	5,012,596		5,012,596		5,090,604
Other Assets, Current	52,206		52,206		49,753
Total current assets	6,634,484		6,634,484		6,523,390
Property, Plant and Equipment, Net	734,548		734,548		683,855
Goodwill And Other Intangible Assets	2,702,437		2,702,437		2,708,901
Other assets	114,733		114,733		116,917
Intercompany investments and advances	2,403,860		2,403,860		1,905,733
Assets	12,590,062		12,590,062		11,938,796
Current liabilities:
Accounts payable	8,731,576		8,731,576		8,680,923
Accrued expenses and other	598,041		598,041		634,437
Long-term Debt, Current Maturities	175		175		346
Deferred income taxes	781,852		781,852		703,621
Liabilities, Current	10,111,644		10,111,644		10,019,327
Long-term Debt, Excluding Current Maturities	0		0		86
Other liabilities	277,998		277,998		228,768
Stockholders' Equity Attributable to Parent	2,200,420		2,200,420		1,690,615
Liabilities and Stockholders' Equity	12,590,062		12,590,062		11,938,796
Condensed Consolidating Statements of Operations [Abstract]
Revenues	19,700,969	19,157,657	58,477,033	56,949,476
Cost of Goods Sold	19,068,342	18,590,407	56,616,760	55,245,895
Gross Profit	632,627	567,250	1,860,273	1,703,581
Operating expenses:
Selling, General and Administrative Expense	324,103	300,954	926,881	895,414
Depreciation Nonproduction	22,661	16,667	64,110	48,244
Amortization of Intangible Assets	3,229	3,297	9,843	9,798
Restructuring Charges	0	(4,397)	0	(4,482)
Impairment of Intangible Assets (Excluding Goodwill)	0	0	0	700
Operating Income (Loss)	282,634	250,729	859,439	753,907
Other loss (income)	138	489	(1,678)	1,039
Interest expense, net	16,199	15,154	48,424	44,554
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Cumulative Effects of Changes in Accounting Principles, Noncontrolling Interest	266,297	235,086	812,693	708,314
Income Tax Expense (Benefit)	103,312	90,520	313,119	272,160
Equity in earnings of subsidiaries	0	0	0	0
Net Income (Loss) Attributable to Parent	162,985	144,566	499,574	436,154
Condensed Consolidating Statements of Cash Flows [Abstract]
Net Income (Loss) Attributable to Parent	162,985	144,566	499,574	436,154
Adjustments to reconcile net income to net cash provided by (used in) operating activities			449,086	23,198
Net Cash Provided by (Used in) Operating Activities			948,660	459,352
Capital expenditures			(124,999)	(129,684)
Other			873	24
Net Cash Provided by (Used in) Investing Activities			(124,126)	(129,660)
Proceeds from Issuance of Long-term Debt			0	0
Net borrowings (repayments) under revolving and securitization credit facilities			0	0
Purchases of common stock			0	0
Exercise of stock options, including excess tax benefits			0	0
Cash dividends on common stock			0	0
Proceeds from payments for other financiing activities			453	(454)
Intercompany financing and advances			(524,362)	(335,159)
Net Cash Provided by (Used in) Financing Activities			(523,909)	(335,613)
Cash and Cash Equivalents, Period Increase (Decrease)			300,625	(5,921)
Cash and cash equivalents at beginning of period			79,700	58,900
CASH AND CASH EQUIVALENTS AT END OF PERIOD	380,325	52,979	380,325	52,979
Nonguarantor Subsidiaries Member Member
Current assets:
Cash and Cash Equivalents, at Carrying Value	57,782	33,448	57,782	33,448
Accounts Receivable, Net, Current	2,717,672		2,717,672		2,523,924
Inventory, Net	145,200		145,200		119,494
Other Assets, Current	3,595		3,595		2,746
Total current assets	2,924,249		2,924,249		2,672,524
Property, Plant and Equipment, Net	27,440		27,440		27,857
Goodwill And Other Intangible Assets	141,494		141,494		136,442
Other assets	2,691		2,691		2,189
Intercompany investments and advances	(132,121)		(132,121)		23,401
Assets	2,963,753		2,963,753		2,862,413
Current liabilities:
Accounts payable	161,756		161,756		152,362
Accrued expenses and other	9,470		9,470		9,255
Long-term Debt, Current Maturities	0		0		76
Deferred income taxes	0		0		0
Liabilities, Current	171,226		171,226		161,693
Long-term Debt, Excluding Current Maturities	74,099		74,099		55,907
Other liabilities	4,977		4,977		2,276
Stockholders' Equity Attributable to Parent	2,713,451		2,713,451		2,642,537
Liabilities and Stockholders' Equity	2,963,753		2,963,753		2,862,413
Condensed Consolidating Statements of Operations [Abstract]
Revenues	492,991	476,078	1,430,674	1,382,854
Cost of Goods Sold	439,099	423,343	1,271,979	1,228,903
Gross Profit	53,892	52,735	158,695	153,951
Operating expenses:
Selling, General and Administrative Expense	17,641	19,949	53,909	47,328
Depreciation Nonproduction	917	889	2,648	2,571
Amortization of Intangible Assets	809	772	2,403	2,496
Restructuring Charges	0	0	0	0
Impairment of Intangible Assets (Excluding Goodwill)	0	0	0	0
Operating Income (Loss)	34,525	31,125	99,735	101,556
Other loss (income)	(76)	(1)	(69)	(6)
Interest expense, net	2,095	2,513	7,150	8,434
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Cumulative Effects of Changes in Accounting Principles, Noncontrolling Interest	32,506	28,613	92,654	93,128
Income Tax Expense (Benefit)	10,870	9,822	32,128	32,814
Equity in earnings of subsidiaries	0	0	0	0
Net Income (Loss) Attributable to Parent	21,636	18,791	60,526	60,314
Condensed Consolidating Statements of Cash Flows [Abstract]
Net Income (Loss) Attributable to Parent	21,636	18,791	60,526	60,314
Adjustments to reconcile net income to net cash provided by (used in) operating activities			(202,418)	41,430
Net Cash Provided by (Used in) Operating Activities			(141,892)	101,744
Capital expenditures			(2,474)	(2,618)
Other			3	119
Net Cash Provided by (Used in) Investing Activities			(2,471)	(2,499)
Proceeds from Issuance of Long-term Debt			0	0
Borrowings under revolving and securitization credit facilities			664,306	780,691
Repayments under revolving and securitization credit facilities			647,105	997,411
Net borrowings (repayments) under revolving and securitization credit facilities			17,201	(216,720)
Purchases of common stock			0	0
Exercise of stock options, including excess tax benefits			0	0
Cash dividends on common stock			0	0
Proceeds from payments for other financiing activities			(733)	(866)
Intercompany financing and advances			159,317	128,370
Net Cash Provided by (Used in) Financing Activities			175,785	(89,216)
Cash and Cash Equivalents, Period Increase (Decrease)			31,422	10,029
Cash and cash equivalents at beginning of period			26,360	23,419
CASH AND CASH EQUIVALENTS AT END OF PERIOD	57,782	33,448	57,782	33,448
Consolidation Eliminations Member
Current assets:
Cash and Cash Equivalents, at Carrying Value	0	0	0	0
Accounts Receivable, Net, Current	0		0		0
Inventory, Net	0		0		0
Other Assets, Current	0		0		0
Total current assets	0		0		0
Property, Plant and Equipment, Net	0		0		0
Goodwill And Other Intangible Assets	0		0		0
Other assets	0		0		0
Intercompany investments and advances	(4,913,871)		(4,913,871)		(4,333,152)
Assets	(4,913,871)		(4,913,871)		(4,333,152)
Current liabilities:
Accounts payable	0		0		0
Accrued expenses and other	0		0		0
Long-term Debt, Current Maturities	0		0		0
Deferred income taxes	0		0		0
Liabilities, Current	0		0		0
Long-term Debt, Excluding Current Maturities	0		0		0
Other liabilities	0		0		0
Stockholders' Equity Attributable to Parent	(4,913,871)		(4,913,871)		(4,333,152)
Liabilities and Stockholders' Equity	(4,913,871)		(4,913,871)		(4,333,152)
Condensed Consolidating Statements of Operations [Abstract]
Revenues	(32,938)	(31,615)	(97,819)	(93,724)
Cost of Goods Sold	0	0	0	0
Gross Profit	(32,938)	(31,615)	(97,819)	(93,724)
Operating expenses:
Selling, General and Administrative Expense	(32,938)	(31,615)	(97,819)	(93,724)
Depreciation Nonproduction	0	0	0	0
Amortization of Intangible Assets	0	0	0	0
Restructuring Charges	0	0	0	0
Impairment of Intangible Assets (Excluding Goodwill)	0	0	0	0
Operating Income (Loss)	0	0	0	0
Other loss (income)	0	0	0	0
Interest expense, net	0	0	0	0
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Cumulative Effects of Changes in Accounting Principles, Noncontrolling Interest	0	0	0	0
Income Tax Expense (Benefit)	0	0	0	0
Equity in earnings of subsidiaries	(184,621)	(163,357)	(560,100)	(496,468)
Net Income (Loss) Attributable to Parent	(184,621)	(163,357)	(560,100)	(496,468)
Condensed Consolidating Statements of Cash Flows [Abstract]
Net Income (Loss) Attributable to Parent	(184,621)	(163,357)	(560,100)	(496,468)
Adjustments to reconcile net income to net cash provided by (used in) operating activities			560,100	496,468
Net Cash Provided by (Used in) Operating Activities			0	0
Capital expenditures			0	0
Other			0	0
Net Cash Provided by (Used in) Investing Activities			0	0
Proceeds from Issuance of Long-term Debt			0	0
Net borrowings (repayments) under revolving and securitization credit facilities			0	0
Purchases of common stock			0	0
Exercise of stock options, including excess tax benefits			0	0
Cash dividends on common stock			0	0
Proceeds from payments for other financiing activities			0	0
Intercompany financing and advances			0	0
Net Cash Provided by (Used in) Financing Activities			0	0
Cash and Cash Equivalents, Period Increase (Decrease)			0	0
Cash and cash equivalents at beginning of period			0	0
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$ 0	$ 0	$ 0	$ 0

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Debt (Tables)

3 Months Ended

Jun. 30, 2011

Debt (Tables) [Abstract]

Schedule Of Debt Instruments Text Block

	June 30,		September 30,
	2011		2010
Blanco revolving credit facility at 1.19% and 2.26%, respectively, due 2012	$	55,000	$	55,000
Receivables securitization facility due 2014		-		-
Multi-currency revolving credit facility at 3.30% and 3.00%, respectively, due 2015		19,099		907
$392,326, 5 5/8% senior notes due 2012		391,917		391,682
$500,000, 5 7/8% senior notes due 2015		498,756		498,568
$400,000, 4 7/8% senior notes due 2019		397,117		396,915
Other		175		508
Total debt		1,362,064		1,343,580
Less current portion		175		422
Total, net of current portion	$	1,361,889	$	1,343,158

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Stockholders' Equity and Earnings per Share

3 Months Ended

Jun. 30, 2011

Stockholders' Equity and Earnings per Share [Abstract]

Stockholders' Equity and Earnings per Share

Note 5.Stockholders' Equity and Earnings per Share

The following table illustrates comprehensive income for the three and nine monthsended June 30, 2011 and 2010 (in thousands):

	Three months ended				Nine months ended
	June 30,				June 30,
	2011		2010		2011		2010
Net income	$	184,419	$	163,205	$	559,300	$	495,520
Foreign currency translation adjustments and other		4,219		(11,866)		20,048		(4,063)
Comprehensive income	$	188,638	$	151,339	$	579,348	$	491,457

In November 2009, the Company's board of directors increased the quarterly cash dividend by 33%from $0.06 per share to$0.08 per share. In November 2010, the Company's board of directors authorized anotherincrease in the quarterly cash dividend by 25% to $0.10 per share. In May 2011, the Company's board of directors increased the quarterly cash dividend again by 15% to $0.115 per share.

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

In September 2010, the Company's board of directors authorized a new program allowing the Company to purchase up to $500 million of its outstanding shares of common stock, subject to market conditions. During the nine months ended June 30, 2011, the Company purchased8.2million shares for $301.9million under thenew program.

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

	Three months ended		Nine months ended
	June 30,		June 30,
(in thousands)	2011	2010	2011	2010
Weighted average common shares outstanding - basic	273,492	281,195	274,484	283,390
Effect of dilutive securities: stock options,
restricted stock, and restricted stock units	5,523	5,498	5,353	5,022
Weighted average common shares outstanding - diluted	279,015	286,693	279,837	288,412

The potentially dilutive stock options that were antidilutive for the three months ended June 30, 2011 and 2010 were3.3 million and 3.6 million, respectively, and for the nine months ended June 30, 2011 and 2010 were 1.6 million.

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Income Taxes (Details) (USD $) In Millions	9 Months Ended
	Jun. 30, 2011	Jun. 30, 2012
Income Taxes (Details) [Abstract]
Unrecognized Tax Benefits	$ 49.3
Unrecognized Tax Benefits That Would Impact Effective Tax Rate	33.5
Unrecognized Tax Benefits Income Tax Penalties And Interest Accrued	11.5
Unrecognized Tax Benefits Period Increase Decrease	6.6
Significant Change In Unrecognized Tax Benefits Is Reasonably Possible Amount Of Unrecorded Benefit		$ 4.7

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Consolidated Statements of Cash Flows (Unaudited) (USD $) In Thousands	9 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
OPERATING ACTIVITIES
Net income	$ 559,300	$ 495,520
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, including amounts charged to cost of goods sold	76,397	60,358
Amortization, including amounts charged to interest expense	15,865	16,043
Provision for doubtful accounts	27,729	30,560
Provision for deferred income taxes	122,233	60,688
Share-based compensation	21,608	24,119
Other	3,747	1,537
Changes in operating assets and liabilities:
Accounts receivable	(93,630)	3,453
Merchandise inventories	55,899	(127,927)
Prepaid expenses and other assets	(2,431)	19,582
Accounts payable, accrued expenses, and income taxes	26,593	(25,511)
Other liabilities	(6,049)	(445)
NET CASH PROVIDED BY OPERATING ACTIVITIES	807,845	559,391
INVESTING ACTIVITIES
Capital expenditures	(127,473)	(132,302)
Other	876	143
NET CASH USED IN INVESTING ACTIVITIES	(126,597)	(132,159)
FINANCING ACTIVITIES
Long-term debt borrowings	0	396,696
Borrowings under revolving and securitization credit facilities	684,306	780,691
Repayments under revolving and securitization credit facilities	(667,105)	(997,411)
Purchases of common stock	(400,253)	(350,262)
Exercises of stock options, including excess tax benefits of $34,585 and $19,996 in fiscal 2011 and 2010, respectively	138,130	122,715
Cash dividends on common stock	(86,920)	(68,306)
Debt issuance costs and other	(7,135)	(10,007)
NET CASH USED IN FINANCING ACTIVITIES	(338,977)	(125,884)
INCREASE IN CASH AND CASH EQUIVALENTS	342,271	301,348
Cash and cash equivalents at beginning of period	1,658,182	1,009,368
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$ 2,000,453	$ 1,310,716

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Goodwill and Other Intangible Assets (Details) (USD $)	3 Months Ended		9 Months Ended		12 Months Ended					48 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2019	Sep. 30, 2010
Goodwill and Other Intangible Assets (Details) [Abstract]
Goodwill at September 30, 2010			$ 2,544,367,000						$ 2,544,367,000
Goodwill Translation Adjustments			6,663,000
Goodwill at June 30, 2011	2,551,030,000		2,551,030,000
Indefinite-lived intangibles-trade names	238,947,000		238,947,000								238,355,000
Finite Lived Intangible Assets [Line Items]
Intangible Assets Gross Excluding Goodwill	401,117,000		401,117,000								396,625,000
Intangible Assets Accumulated Amortization Excluding Goodwill	108,216,000		108,216,000								95,649,000
Intangible Assets Net Excluding Goodwill	292,901,000		292,901,000								300,976,000
Amortization of Intangible Assets	4,038,000	4,069,000	12,246,000	12,294,000
Future Amortization Expense Year One									16,700,000
Future Amortization Expense Year Two								14,400,000
Future Amortization Expense Year Three							12,200,000
Future Amortization Expense Year Four						8,600,000
Future Amortization Expense Year Five					4,100,000
Future Amortization Expense After Year Five										10,200,000
Customer Relationships Member
Finite Lived Intangible Assets [Line Items]
Finite Lived Intangible Assets Gross	122,946,000		122,946,000								121,940,000
Finite Lived Intangible Assets Accumulated Amortization	78,810,000		78,810,000								69,207,000
Finite Lived Intangible Assets Net	44,136,000		44,136,000								52,733,000
Other Finite Lived Intangibles Member
Finite Lived Intangible Assets [Line Items]
Finite Lived Intangible Assets Gross	39,224,000		39,224,000								36,330,000
Finite Lived Intangible Assets Accumulated Amortization	29,406,000		29,406,000								26,442,000
Finite Lived Intangible Assets Net	$ 9,818,000		$ 9,818,000								$ 9,888,000

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Stockholders' Equity and Earnings per Share (Details) (USD $)	1 Months Ended			3 Months Ended		9 Months Ended		1 Months Ended	3 Months Ended	12 Months Ended	1 Months Ended	9 Months Ended
	May 31, 2011	Nov. 30, 2010	Nov. 30, 2009	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010	Nov. 30, 2009 November 2009 Share Repurchase Program Member Member	Dec. 31, 2010 November 2009 Share Repurchase Program Member Member	Sep. 30, 2010 November 2009 Share Repurchase Program Member Member	Sep. 30, 2010 September 2010 Share Repurchase Program Member	Jun. 30, 2011 September 2010 Share Repurchase Program Member
Stockholders' Equity and Earnings per Share (Details) [Abstract]
Net income				$ 184,419,000	$ 163,205,000	$ 559,300,000	$ 495,520,000
Foreign Currency Translation and Other				4,219,000	(11,866,000)	20,048,000	(4,063,000)
Comprehensive Income				188,638,000	151,339,000	579,348,000	491,457,000
Dividend Increase Percentage	15.00%	25.00%	33.00%
Dividends Declared	0.115	0.10	0.08
Incremental Common Shares Attributable To Share Based Payment Arrangements				5,523,000	5,498,000	5,353,000	5,022,000
Diluted				279,015,000	286,693,000	279,837,000	288,412,000
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount				3,300,000	3,600,000	1,600,000	1,600,000
Treasury Stock Purchase Programs [Line Items]
Treasury Stock Purchase Program Authoriziation Amount								500,000,000			500,000,000
Treasury Stock Acquired Shares									3,200,000	14,400,000		8,200,000
Treasury Stock Value Acquired Cost Method									$ 98,100,000	$ 401,900,000		$ 301,900,000

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Summary of Significant Accounting Policies

3 Months Ended

Jun. 30, 2011

Summary of Significant Accounting Policies [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, 2011 and the results of operations and cash flows for the interim periods ended June 30, 2011 and 2010 have been included. Certain information and footnote disclosures normally included in financial statements presented in accordance with U.S. GAAP, but which are not required for interim reporting purposes, have been omitted. The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2010.

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

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

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Jun. 30, 2011

Summary of Significant Accounting Policies Text Block 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

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, 2011 and the results of operations and cash flows for the interim periods ended June 30, 2011 and 2010 have been included. Certain information and footnote disclosures normally included in financial statements presented in accordance with U.S. GAAP, but which are not required for interim reporting purposes, have been omitted. The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2010.

Use of Estimates 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.

Segment Reporting Disclosure Text Block

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

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Selected Consolidating Financial Statements of Parent, Guarantors and Non-Guarantors (Tables)

3 Months Ended

9 Months Ended

12 Months Ended

Jun. 30, 2011

Jun. 30, 2010

Jun. 30, 2011

Jun. 30, 2010

Sep. 30, 2010

Selected Consolidating Financial Statements of Parent Guarantors and Nonguarantors Tables Abstract

Summary Consolidating Balance Sheets Text Block

SUMMARY CONSOLIDATING BALANCE SHEETS:
				June 30, 2011
							Guarantor	Non-Guarantor				Consolidated
(in thousands)					Parent		Subsidiaries	Subsidiaries		Eliminations		Total
Current assets:
	Cash and cash equivalents			$	1,562,346	$	380,325	$	57,782	$	-	$	2,000,453
	Accounts receivable, net				83		1,189,357		2,717,672		-		3,907,112
	Merchandise inventories				-		5,012,596		145,200		-		5,157,796
	Prepaid expenses and other				143		52,206		3,595		-		55,944
		Total current assets			1,562,572		6,634,484		2,924,249		-		11,121,305
Property and equipment, net					-		734,548		27,440		-		761,988
Goodwill and other intangible assets					-		2,702,437		141,494		-		2,843,931
Other assets					11,081		114,733		2,691		-		128,505
Intercompany investments and
	advances				2,642,132		2,403,860		(132,121)		(4,913,871)		-
		Total assets		$	4,215,785	$	12,590,062	$	2,963,753	$	(4,913,871)	$	14,855,729
Current liabilities:
	Accounts payable			$	-	$	8,731,576	$	161,756	$	-	$	8,893,332
	Accrued expenses and other				(275,085)		598,041		9,470		-		332,426
	Current portion of long-term debt				-		175		-		-		175
	Deferred income taxes				-		781,852		-		-		781,852
		Total current liabilities			(275,085)		10,111,644		171,226		-		10,007,785
Long-term debt, net of current portion					1,287,790		-		74,099		-		1,361,889
Other liabilities					-		277,998		4,977		-		282,975
Total stockholders' equity					3,203,080		2,200,420		2,713,451		(4,913,871)		3,203,080
		Total liabilities and
			stockholders' equity	$	4,215,785	$	12,590,062	$	2,963,753	$	(4,913,871)	$	14,855,729

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

Condensed Consolidating Statements of Operations Text Block

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS:
		Three months ended June 30, 2011
					Guarantor	Non-Guarantor				Consolidated
(in thousands)		Parent			Subsidiaries	Subsidiaries		Eliminations		Total
Revenue		$	-	$	19,700,969	$	492,991	$	(32,938)	$	20,161,022
Cost of goods sold			-		19,068,342		439,099		-		19,507,441
Gross profit			-		632,627		53,892		(32,938)		653,581
Operating expenses:
	Distribution, selling, and administrative		-		324,103		17,641		(32,938)		308,806
	Depreciation		-		22,661		917		-		23,578
	Amortization		-		3,229		809		-		4,038
Operating income			-		282,634		34,525		-		317,159
Other loss (income)			-		138		(76)		-		62
Interest expense, net			311		16,199		2,095		-		18,605
(Loss) income before income taxes and equity in
	earnings of subsidiaries		(311)		266,297		32,506		-		298,492
Income taxes			(109)		103,312		10,870		-		114,073
Equity in earnings of subsidiaries			184,621		-		-		(184,621)		-
Net income		$	184,419	$	162,985	$	21,636	$	(184,621)	$	184,419

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS:
		Three months ended June 30, 2010
					Guarantor	Non-Guarantor				Consolidated
(in thousands)		Parent			Subsidiaries	Subsidiaries		Eliminations		Total
Revenue		$	-	$	19,157,657	$	476,078	$	(31,615)	$	19,602,120
Cost of goods sold			-		18,590,407		423,343		-		19,013,750
Gross profit			-		567,250		52,735		(31,615)		588,370
Operating expenses:
	Distribution, selling,
	and administrative		-		300,954		19,949		(31,615)		289,288
	Depreciation		-		16,667		889		-		17,556
	Amortization		-		3,297		772		-		4,069
	Facility consolidations, employee
	severance and other		-		(4,397)		-		-		(4,397)
Operating income			-		250,729		31,125		-		281,854
Other loss (income)			-		489		(1)		-		488
Interest expense, net			234		15,154		2,513		-		17,901
(Loss) income before income taxes
	and equity in earnings
	of subsidiaries		(234)		235,086		28,613		-		263,465
Income taxes			(82)		90,520		9,822		-		100,260
Equity in earnings of subsidiaries			163,357		-		-		(163,357)		-
Net income		$	163,205	$	144,566	$	18,791	$	(163,357)	$	163,205

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS:
		Nine months ended June 30, 2011
					Guarantor	Non-Guarantor				Consolidated
(in thousands)		Parent			Subsidiaries	Subsidiaries		Eliminations		Total
Revenue		$	-	$	58,477,033	$	1,430,674	$	(97,819)	$	59,809,888
Cost of goods sold			-		56,616,760		1,271,979		-		57,888,739
Gross profit			-		1,860,273		158,695		(97,819)		1,921,149
Operating expenses:
	Distribution, selling, and administrative		-		926,881		53,909		(97,819)		882,971
	Depreciation		-		64,110		2,648		-		66,758
	Amortization		-		9,843		2,403		-		12,246
Operating income			-		859,439		99,735		-		959,174
Other income			-		(1,678)		(69)		-		(1,747)
Interest expense, net			1,231		48,424		7,150		-		56,805
(Loss) income before income taxes and equity in
	earnings of subsidiaries		(1,231)		812,693		92,654		-		904,116
Income taxes			(431)		313,119		32,128		-		344,816
Equity in earnings of subsidiaries			560,100		-		-		(560,100)		-
Net income		$	559,300	$	499,574	$	60,526	$	(560,100)	$	559,300

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS:
		Nine months ended June 30, 2010
					Guarantor	Non-Guarantor				Consolidated
(in thousands)		Parent			Subsidiaries	Subsidiaries		Eliminations		Total
Revenue		$	-	$	56,949,476	$	1,382,854	$	(93,724)	$	58,238,606
Cost of goods sold			-		55,245,895		1,228,903		-		56,474,798
Gross profit			-		1,703,581		153,951		(93,724)		1,763,808
Operating expenses:
	Distribution, selling,
	and administrative		-		895,414		47,328		(93,724)		849,018
	Depreciation		-		48,244		2,571		-		50,815
	Amortization		-		9,798		2,496		-		12,294
	Facility consolidations, employee
	severance and other		-		(4,482)		-		-		(4,482)
	Intangible asset impairments		-		700		-		-		700
Operating income			-		753,907		101,556		-		855,463
Other loss (income)			-		1,039		(6)		-		1,033
Interest expense, net			1,459		44,554		8,434		-		54,447
(Loss) income before income taxes
	and equity in earnings
	of subsidiaries		(1,459)		708,314		93,128		-		799,983
Income taxes			(511)		272,160		32,814		-		304,463
Equity in earnings of subsidiaries			496,468		-		-		(496,468)		-
Net income		$	495,520	$	436,154	$	60,314	$	(496,468)	$	495,520

Condensed Consolidating Statements of Cash Flows Text Block

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS:
		Nine months ended June 30, 2011
					Guarantor		Non-Guarantor					Consolidated
(in thousands)			Parent			Subsidiaries		Subsidiaries			Eliminations		Total
Net income			$	559,300	$	499,574		$	60,526	$	(560,100)		$	559,300
Adjustments to reconcile net income
	to net cash provided by (used in)
	operating activities			(558,223)		449,086			(202,418)		560,100			248,545
Net cash provided by (used in) operating
	activities			1,077		948,660			(141,892)		-			807,845
Capital expenditures				-		(124,999)			(2,474)		-			(127,473)
Other				-		873			3		-			876
Net cash used in investing activities				-		(124,126)			(2,471)		-			(126,597)
Net borrowings under revolving and
securitization credit facilities				-		-			17,201		-			17,201
Purchases of common stock				(400,253)		-			-		-			(400,253)
Exercises of stock options, including
excess tax benefit				138,130		-			-		-			138,130
Cash dividends on common stock				(86,920)		-			-		-			(86,920)
Debt issuance costs and other				(6,855)		453			(733)		-			(7,135)
Intercompany financing and advances				365,045		(524,362)			159,317		-			-
Net cash provided by (used in) financing
activities				9,147		(523,909)			175,785		-			(338,977)
Increase in cash and cash
equivalents				10,224		300,625			31,422		-			342,271
Cash and cash equivalents at beginning
	of period			1,552,122		79,700			26,360		-			1,658,182
Cash and cash equivalents at end of period			$	1,562,346	$	380,325		$	57,782	$	-		$	2,000,453

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS:
		Nine months ended June 30, 2010
					Guarantor			Non-Guarantor					Consolidated
(in thousands)			Parent			Subsidiaries			Subsidiaries		Eliminations			Total
Net income			$	495,520		$	436,154		$	60,314	$	(496,468)		$	495,520
Adjustments to reconcile net income
	to net cash (used in)
	provided by operating activities			(497,225)			23,198			41,430		496,468			63,871
Net cash (used in) provided by operating
	activities		(1,705)			459,352			101,744		-			559,391
Capital expenditures				-			(129,684)			(2,618)		-			(132,302)
Other				-			24			119		-			143
Net cash used in investing activities				-			(129,660)			(2,499)		-			(132,159)
Long-term debt borrowings				396,696			-			-		-			396,696
Net repayments under revolving and
	securitization credit facilities		-			-			(216,720)		-			(216,720)
Purchases of common stock				(350,262)			-			-		-			(350,262)
Exercises of stock options, including
	excess tax benefit		122,715			-			-		-			122,715
Cash dividends on common stock				(68,306)			-			-		-			(68,306)
Debt issuance costs and other				(8,687)			(454)			(866)		-			(10,007)
Intercompany financing and advances				206,789			(335,159)			128,370		-			-
Net cash provided by (used in)
	financing activities		298,945			(335,613)			(89,216)		-			(125,884)
Increase (decrease) in cash and cash equivalents			297,240			(5,921)			10,029		-			301,348
Cash and cash equivalents at beginning of
	period		927,049			58,900			23,419		-			1,009,368
Cash and cash equivalents at end of period			$	1,224,289		$	52,979		$	33,448	$	-		$	1,310,716

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Consolidated Balance Sheets (USD $) In Thousands	Jun. 30, 2011	Sep. 30, 2010
Current assets:
Cash and cash equivalents	$ 2,000,453	$ 1,658,182
Accounts receivable, less allowances for returns and doubtful accounts: $367,640 at June 30, 2011 and $366,477 at September 30, 2010	3,907,112	3,827,484
Merchandise inventories	5,157,796	5,210,098
Prepaid expenses and other	55,944	52,586
Total current assets	11,121,305	10,748,350
Property and equipment, at cost:
Land	36,040	36,407
Buildings and improvements	310,637	307,448
Machinery, equipment and other	957,426	841,586
Total property and equipment	1,304,103	1,185,441
Less accumulated depreciation	(542,115)	(473,729)
Property and equipment, net	761,988	711,712
Goodwill and other intangible assets	2,843,931	2,845,343
Other assets	128,505	129,438
TOTAL ASSETS	14,855,729	14,434,843
Current liabilities:
Accounts payable	8,893,332	8,833,285
Accrued expenses and other	332,426	369,016
Current portion of long-term debt	175	422
Deferred income taxes	781,852	703,621
Total current liabilities	10,007,785	9,906,344
Long-term debt, net of current portion	1,361,889	1,343,158
Other liabilities	282,975	231,044
Stockholders' equity:
Common stock, $0.01 par value - authorized: 600,000,000 shares; issued and outstanding: 495,835,322 shares and 272,049,949 shares at June 30, 2011, respectively, and 489,831,248 shares and 277,521,183 shares at September 30, 2010, respectively	4,958	4,898
Additional paid-in capital	4,058,941	3,899,381
Retained earnings	3,939,044	3,465,886
Accumulated other comprehensive loss	(22,488)	(42,536)
Stockholders' equity subtotal before treasury stock	7,980,455	7,327,629
Treasury stock, at cost: 223,785,373 shares at June 30, 2011 and 212,310,065 shares at September 30, 2010	(4,777,375)	(4,373,332)
Total stockholders' equity	3,203,080	2,954,297
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 14,855,729	$ 14,434,843