10-Q

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED  December 31, 2012

OR

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

FOR THE TRANSITION PERIOD FROM                      TO                     

Commission file number 1-16671

AMERISOURCEBERGEN CORPORATION

(Exact name of registrant as specified in its charter)

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

(610) 727-7000

(Registrant’s telephone number, including area code)

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

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

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

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

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

The number of shares of common stock of AmerisourceBergen Corporation outstanding as of January 31, 2013 was  230,172,685.

AMERISOURCEBERGEN CORPORATION

TABLE OF CONTENTS

	Page No.
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets, December 31, 2012 and September 30, 2012	2
Consolidated Statements of Operations for the three months ended December 31, 2012 and 2011	3
Consolidated Statements of Comprehensive Income for the three months ended December 31, 2012 and 2011	4
Consolidated Statements of Cash Flows for the three months ended December 31, 2012 and 2011	5
Notes to Consolidated Financial Statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3. Quantitative and Qualitative Disclosures About Market Risk	23
Item 4. Controls and Procedures	24
Part II. OTHER INFORMATION
Item 1. Legal Proceedings	25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 6. Exhibits	26
SIGNATURES	27

1

PART I. FINANCIAL INFORMATION

ITEM I. Financial Statements (Unaudited)

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	December 31,			September 30,
(in thousands, except share and per share data)	2012			2012
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	417,404		$	1,066,608
Accounts receivable, less allowances for returns and doubtful accounts: $350,437 at December 31, 2012 and $345,408 at September 30, 2012	4,361,266			3,938,597
Merchandise inventories	5,965,563			5,689,147
Prepaid expenses and other	54,318			73,811
Assets held for sale	223,648			218,988
Total current assets	11,022,199			10,987,151
Property and equipment, at cost:
Land	33,297			33,299
Buildings and improvements	359,526			332,874
Machinery, equipment and other	1,012,739			984,445
Total property and equipment	1,405,562			1,350,618
Less accumulated depreciation	(605,222		)	(570,605		)
Property and equipment, net	800,340			780,013
Goodwill and other intangible assets	3,548,935			3,553,545
Other assets	124,058			123,417
TOTAL ASSETS	$	15,495,532		$	15,444,126
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	9,879,850		$	9,630,110
Accrued expenses and other	522,968			572,453
Deferred income taxes	981,464			963,081
Liabilities held for sale	51,455			48,838
Total current liabilities	11,435,737			11,214,482
Long-term debt	1,396,107			1,446,770
Other liabilities	326,453			326,162
Stockholders’ equity:
Common stock, $0.01 par value - authorized: 600,000,000 shares; issued and outstanding: 264,015,087 shares and 229,920,121 shares at December 31, 2012, respectively, and 262,542,659 shares and 235,394,281 shares at September 30, 2012, respectively	2,640			2,625
Additional paid-in capital	2,291,444			2,252,470
Retained earnings	1,389,439			1,270,423
Accumulated other comprehensive loss	(33,890		)	(30,787		)
Treasury stock, at cost: 34,094,966 shares at December 31, 2012 and 27,148,378 shares at September 30, 2012	(1,312,398		)	(1,038,019		)
Total stockholders’ equity	2,337,235			2,456,712
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	15,495,532		$	15,444,126

See notes to consolidated financial statements.

2

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three months ended
	December 31,
(in thousands, except per share data)	2012			2011
Revenue	$	21,466,314		$	20,311,922
Cost of goods sold	20,794,390			19,728,005
Gross profit	671,924			583,917
Operating expenses:
Distribution, selling, and administrative	342,213			268,893
Depreciation	33,712			25,583
Amortization	6,811			4,463
Employee severance, litigation and other	1,929			3,559
Operating income	287,259			281,419
Other income	(23		)	(1		)
Interest expense, net	18,698			22,576
Income before income taxes	268,584			258,844
Income taxes	106,359			98,887
Income from continuing operations	162,225			159,957
Income from discontinued operations, net of income taxes	6,386			2,159
Net income	$	168,611		$	162,116
Earnings per share:
Basic earnings per share:
Continuing operations	$	0.70		$	0.62
Discontinued operations	0.03			0.01
Total	$	0.73		$	0.63
Diluted earnings per share:
Continuing operations	$	0.69		$	0.61
Discontinued operations	0.03			0.01
Rounding	(0.01		)	—
Total	$	0.71		$	0.62
Weighted average common shares outstanding:
Basic	232,361			258,461
Diluted	235,992			263,084
Cash dividends declared per share of common stock	$	0.21		$	0.13

See notes to consolidated financial statements.

3

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three months ended December 31,
(in thousands)	2012			2011
Net income	$	168,611		$	162,116
Other comprehensive (loss) income:
Net change in foreign currency translation adjustments	(3,130		)	6,460
Other	27			27
Total other comprehensive (loss) income	(3,103		)	6,487
Total comprehensive income	$	165,508		$	168,603

See notes to consolidated financial statements.

4

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three months ended December 31,
(in thousands)	2012			2011
OPERATING ACTIVITIES
Net income	$	168,611		$	162,116
Income from discontinued operations	(6,386		)	(2,159		)
Income from continuing operations	162,225			159,957
Adjustments to reconcile income from continuing operations to net cash (used in) provided by operating activities:
Depreciation, including amounts charged to cost of goods sold	35,433			25,800
Amortization, including amounts charged to interest expense	7,963			6,082
(Benefit) provision for doubtful accounts	(439		)	6,226
Provision for deferred income taxes	15,727			6,567
Share-based compensation	9,419			6,268
Other	6			2,199
Changes in operating assets and liabilities, excluding the effects of acquisitions:
Accounts receivable	(429,765		)	229,668
Merchandise inventories	(272,420		)	(317,631		)
Prepaid expenses and other assets	15,965			58,635
Accounts payable, accrued expenses, and income taxes	203,741			246,647
Other liabilities	820			(11,388		)
Net cash (used in) provided by operating activities-continuing operations	(251,325		)	419,030
Net cash provided by operating activities-discontinued operations	9,618			12,673
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	(241,707		)	431,703
INVESTING ACTIVITIES
Capital expenditures	(56,543		)	(45,531		)
Cost of acquired companies, net of cash acquired	—			(250,501		)
Other	23			—
Net cash used in investing activities-continuing operations	(56,520		)	(296,032		)
Net cash used in investing activities-discontinued operations	(4,859		)	(2,607		)
NET CASH USED IN INVESTING ACTIVITIES	(61,379		)	(298,639		)
FINANCING ACTIVITIES
Long-term debt borrowings	—			499,290
Borrowings under revolving and securitization credit facilities	980,656			206,464
Repayments under revolving and securitization credit facilities	(1,031,148		)	(142,638		)
Purchases of common stock	(284,691		)	(128,042		)
Exercises of stock options, including excess tax benefits of $8,632 and $4,275 in fiscal 2013 and 2012, respectively	39,750			16,450
Cash dividends on common stock	(49,595		)	(33,708		)
Debt issuance costs and other	(1,090		)	(6,535		)
Net cash (used in) provided by financing activities-continuing operations	(346,118		)	411,281
Net cash used in financing activities-discontinued operations	—			—
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES	(346,118		)	411,281
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(649,204		)	544,345
Cash and cash equivalents at beginning of period	1,066,608			1,825,990
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	417,404		$	2,370,335

See notes to consolidated financial statements.

5

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 (UNAUDITED)

Note 1.  Summary of Significant Accounting Policies

Basis of Presentation

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

The accompanying unaudited consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information, the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.  In the opinion of management, all adjustments (consisting only of normal recurring accruals, except as otherwise disclosed herein) considered necessary to present fairly the financial position as of December 31, 2012 and the results of operations and cash flows for the interim periods ended December 31, 2012 and 2011 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, 2012.

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

Note 2.  Discontinued Operations

The Company is committed to a plan to divest its packaging and clinical trials services business, AndersonBrecon (“AB”) to allow it to focus on its distribution, specialty, and manufacturer services businesses.  The Company has classified AB’s assets and liabilities as held for sale in the accompanying consolidated balance sheets and has classified AB’s operating results, net of tax, as discontinued operations in the accompanying consolidated statements of operations for all periods presented.  Previously, AB was included in Other for segment reporting.  AB’s revenue and income before income taxes were as follows:

	Three months ended December 31,
(in thousands)	2012		2011
Revenue	$	61,538	$	48,723
Income before income taxes	$	10,301	$	3,480

6

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 (UNAUDITED)

The following table summarizes the assets and liabilities of AB (in thousands):

	December 31,		September 30,
	2012		2012
Assets:
Accounts receivable	$	31,035	$	33,202
Merchandise inventories	33,218		32,327
Property and equipment, net	100,505		95,578
Goodwill and other intangible assets	57,114		56,919
Other assets	1,776		962
Assets held for sale	223,648		218,988
Liabilities:
Accounts payable	10,336		14,589
Accrued expenses and other	17,772		14,311
Other liabilities	23,347		19,938
Liabilities held for sale	51,455		48,838
Net assets	$	172,193	$	170,150

Note 3.  Income Taxes

The Company files income tax returns in U.S. federal and state jurisdictions as well as various foreign jurisdictions.  As of December 31, 2012, 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 $47.7 million ($33.8 million, net of federal benefit).  If recognized, these tax benefits would reduce income tax expense and the effective tax rate.  Included in this amount is $7.1 million of interest and penalties, which the Company records in income tax expense.  During the three months ended December 31, 2012, unrecognized tax benefits increased by $4.3 million.  During the next 12 months, it is reasonably possible that state tax audit resolutions and the expiration of statutes of limitations could result in a reduction of unrecognized tax benefits by approximately $3.2 million.

Note 4.  Goodwill and Other Intangible Assets

Following is a summary of the changes in the carrying value of goodwill, by reportable segment, for the three months ended December 31, 2012 (in thousands): 

	Pharmaceutical Distribution			Other		Total
Goodwill at September 30, 2012	$	2,453,088		$	520,009	$	2,973,097
Foreign currency translation and other	(799		)	3,000		2,201
Goodwill at December 31, 2012	$	2,452,289		$	523,009	$	2,975,298

7

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 (UNAUDITED)

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

	December 31, 2012							September 30, 2012
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Indefinite-lived intangibles-trade names	$	343,982	$	—		$	343,982	$	344,004	$	—		$	344,004
Finite-lived intangibles:
Customer relationships	279,657		(80,308		)	199,349		279,656		(75,540		)	204,116
Other	68,107		(37,801		)	30,306		68,099		(35,771		)	32,328
Total other intangible assets	$	691,746	$	(118,109	)	$	573,637	$	691,759	$	(111,311	)	$	580,448

Amortization expense for other intangible assets was $6.8 million and $4.5 million in the three months ended December 31, 2012 and 2011, respectively.  Amortization expense for other intangible assets is estimated to be $27.2 million in fiscal 2013, $25.4 million in fiscal 2014, $21.3 million in fiscal 2015, $20.4 million in fiscal 2016, $16.9 million in fiscal 2017, and $125.3 million thereafter.

Note 5.  Debt

Debt consisted of the following (in thousands): 

	December 31,		September 30,
	2012		2012
Receivables securitization facility due 2015	$	—	$	—
Multi-currency revolving credit facility at 2.22%, due 2017	—		50,839
$ 500,000, 5 7/8% senior notes due 2015	499,160		499,091
$ 400,000, 4 7/8% senior notes due 2019	397,574		397,485
$ 500,000, 3 1/2% senior notes due 2021	499,373		499,355
Total debt	$	1,396,107	$	1,446,770

The Company has a multi-currency senior unsecured revolving credit facility for $700 million, which was scheduled to expire in October 2016 (the “Multi-Currency Revolving Credit Facility”), with a syndicate of lenders.  In November 2012, the Company entered into an amendment with the syndicate of lenders to extend the maturity date of the Multi-Currency Revolving Credit Facility to November 2017.  Interest on borrowings under the Multi-Currency Revolving Credit Facility accrues at specified rates based on the Company’s debt rating and ranges from 68 basis points to 155 basis points over LIBOR/EURIBOR/Bankers Acceptance Stamping Fee, as applicable (90 basis points over LIBOR/EURIBOR/Bankers Acceptance Stamping Fee at December 31, 2012).  Additionally, interest on borrowings denominated in Canadian dollars may accrue at the greater of the Canadian prime rate or the CDOR rate.  The Company pays facility fees to maintain the availability under the Multi-Currency Revolving Credit Facility at specified rates based on its debt rating, ranging from 7 basis points to 20 basis points, annually, of the total commitment (10 basis points at December 31, 2012).  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

8

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 (UNAUDITED)

leverage ratio test, as well as others that impose limitations on, among other things, indebtedness of excluded subsidiaries and asset sales.

The Company has a commercial paper program whereby it may from time to time issue short-term promissory notes in an aggregate amount of up to $700 million at any one time.  Amounts available under the program may be borrowed, repaid, and re-borrowed from time to time.  The maturities on the notes will vary, but may not exceed 365 days from the date of issuance.  The notes will bear interest rates, if interest bearing, or will be sold at a discount from their face amounts.  The commercial paper program does not increase the Company’s borrowing capacity as it is fully backed by the Company’s Multi-Currency Revolving Credit Facility.  There were no borrowings outstanding under the commercial paper program at December 31, 2012.

The Company has a $700 million receivables securitization facility (“Receivables Securitization Facility”), which was scheduled to expire in October 2014.  In November 2012, the Company entered into an amendment to the Receivables Securitization Facility to extend the maturity date to November 2015.  The Company has available to it an accordion feature whereby the commitment on the Receivables Securitization Facility may be increased by up to $250 million, subject to lender approval, for seasonal needs during the December and March quarters.  Interest rates are based on prevailing market rates for short-term commercial paper or LIBOR plus a program fee of 75 basis points.  The Company pays an unused fee of 37.5 basis points, annually, to maintain the availability under the Receivables Securitization Facility.  At December 31, 2012, there were no borrowings outstanding under the Receivables Securitization Facility.  The Receivables Securitization Facility contains similar covenants to the Multi-Currency Revolving Credit Facility.

Note 6.  Stockholders’ Equity and Earnings per Share

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

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

In November 2012, the Company board of directors authorized a new program allowing the Company to purchase up to $750 million of its outstanding shares of common stock, subject to market conditions.  Subsequently, in November 2012, the Company entered into an ASR transaction with a financial institution and paid $250 million for a delivery of 6.2 million shares.  The initial payment of $250 million funded stock purchases of $248.5 million, $1.3 million of previously declared dividends that were scheduled to be paid in December 2012, and $0.2 million in other fees.  The amount ultimately paid was based on the volume-weighted average price of the Company’s common stock during the term of the ASR.  The ASR transaction was settled in December 2012, at which time the Company paid the financial institution a cash settlement of $10.3 million.  The Company applied 1.7 million shares for $71.2 million to the May 2012 share repurchase program, which completed its authorization under that program.  The Company applied the remaining 4.5 million shares from the November 2012 ASR for $187.6 million to the November 2012 share repurchase program.  The Company had $562.4 million of availability remaining under this share repurchase program as of December 31, 2012.

9

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 (UNAUDITED)

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

	Three months ended December 31,
(in thousands)	2012	2011
Weighted average common shares outstanding - basic	232,361	258,461
Effect of dilutive securities: stock options, restricted stock, and restricted stock units	3,631	4,623
Weighted average common shares outstanding - diluted	235,992	263,084

The potentially dilutive stock options that were antidilutive for the three months ended December 31, 2012 and 2011 were 1.9 million and 3.2 million, respectively.

Note 7.  Employee Severance, Litigation and Other

During fiscal 2012, the Company introduced a number of initiatives, some of which were made possible as a result of efficiencies gained through the Company’s ERP implementation, to improve its operating efficiency across many of its businesses and certain administrative functions.  In connection with these initiatives, the Company recorded $34.7 million of severance and other related costs in fiscal 2012.  Other costs included an estimated $10.3 million liability to exit our participation in a multi-employer pension plan resulting from a planned AmerisourceBergen Drug Corporation (“ABDC”) distribution facility closure in fiscal 2013.  Through December 31, 2012, 206 employees have been severed related to the fiscal 2012 initiatives.

In December 2012, the Company paid $16 million to settle the Qui Tam Matter (see Note 8).  The Qui Tam Matter liability was previously accrued within Litigation and Other.

In the three months ended December 31, 2012, the Company incurred $1.4 million of facility closure costs and $0.5 million of acquisition costs related to business combinations.

The following table displays the activity in accrued expenses and other from September 30, 2012 to December 31, 2012 related to the matters discussed above (in thousands):

	Employee Severance			Litigation and Other			Total
Balance as of September 30, 2012	$	32,663		$	17,853		$	50,516
Expense recorded during the period	27			1,902			1,929
Payments made during the period	(3,876		)	(16,458		)	(20,334		)
Balance as of December 31, 2012	$	28,814		$	3,297		$	32,111

10

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 (UNAUDITED)

Note 8. Legal Matters and Contingencies

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

Qui Tam Matter

On October 24, 2011, the Company announced that it had reached a preliminary agreement for a civil settlement (the “Preliminary Settlement”) with the United States Attorney’s Office for the Eastern District of New York (“USAO”), the plaintiff states and the relator (collectively, the “Plaintiffs”) of claims against two of the Company’s business units, ASD Specialty Healthcare, Inc. (“ASD”) and International Nephrology Network (“INN”), who were named, along with Amgen Inc., in a civil case filed under the qui tam provisions of the federal and various state civil False Claims Acts. The civil case was administratively closed after the Preliminary Settlement was reached.  The Company recorded a $16 million charge in fiscal year ended September 30, 2011 in connection with the Preliminary Settlement.  In December 2012, the Company finalized and made all payments in connection with the settlement with the USAO, the states, and the relator.  INN and ASD did not admit any liability in connection with the settlement.

The qui tam provisions of False Claims Acts permit a private person, known as a relator, to file civil actions under these statutes on behalf of the federal and state governments. The qui tam complaint against Amgen, ASD and INN was initially filed under seal by a former Amgen employee in the United States District Court for the District of Massachusetts (the “District of Massachusetts case”). The Company first learned of the matter on January 21, 2009 when it received notice that the United States Attorney for the Eastern District of New York was investigating allegations in the sealed civil complaint. On October 30, 2009, 14 states filed a complaint to intervene in the case. However, following the resolution of a number of motions, including a motion to dismiss, filed in the United States District Court for the District of Massachusetts and appeals filed in the United States Court of Appeals for the First Circuit in connection with the matter, only six states (California, Illinois, Indiana, Massachusetts, New Mexico and New York) and the relator were permitted to proceed with their complaints until the case was administratively closed in connection with the Preliminary Settlement. The allegations in the closed case related to the distribution and sale of Amgen’s anemia drug, Aranesp. ASD is a distributor of pharmaceuticals to physician practices and INN is a group purchasing organization for nephrologists and nephrology practices. The plaintiff states and/or the relator alleged that from 2002 through 2009 Amgen, ASD and INN offered remuneration to medical providers in violation of federal and state health laws to increase purchases and prescriptions of Aranesp and that these violations caused medical providers to submit false certifications and false claims for payment in violation of the federal and state civil False Claims Acts. Amgen, ASD and INN were also alleged to have caused healthcare providers to bill federal and state healthcare programs for Aranesp that was either not administered or administered, but medically unnecessary.

The Company has learned that there are prior and subsequent filings in one or more federal district courts, including a complaint filed by one of its former employees, that are under seal and involve allegations against the Company (and/or subsidiaries or businesses of the Company, including its group purchasing organization for oncologists and its oncology distribution business) similar to those raised in the District of Massachusetts case. AmerisourceBergen Specialty Group (“ABSG”) has also received a subpoena from the USAO requesting production of documents and information relating to ABSG’s Oncology Supply distribution center and pharmacy in Dothan, Alabama, which the Company believes could be related to a qui tam action that remains under seal. The Company is in the process of responding to the subpoena and is cooperating fully with the USAO.  The Company cannot predict the outcome of any other pending action in which any AmerisourceBergen entity is or may become a defendant.

11

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 (UNAUDITED)

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

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

West Virginia Complaint

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

Note 9.  Litigation Settlements

Antitrust Settlements

Numerous class action lawsuits have been filed against certain brand pharmaceutical manufacturers alleging that the manufacturer, by itself or in concert with others, took improper actions to delay or prevent generic drugs from entering the market.  The Company has not been named a plaintiff in any of these class actions, but has been a member of the direct purchasers’ class (i.e., those purchasers who purchase directly from these pharmaceutical manufacturers).  None of the class actions have gone to trial, but some have settled in the past with the Company receiving proceeds from the settlement funds.  During the three months ended December 31, 2012, the Company recognized a gain of $12.3 million relating the above-mentioned class action lawsuits.  These gains, which are net of attorney fees and estimated payments due to other parties, were recorded as reductions to cost of goods sold in the Company’s consolidated statements of operations.

Note 10.  Fair Value of Financial Instruments

The recorded amounts of the Company’s cash and cash equivalents, accounts receivable and accounts payable at December 31, 2012 and September 30, 2012 approximate fair value based upon the relatively short-term nature of these financial instruments.  Within cash and cash equivalents, the Company had no investments in money market accounts as of December 31, 2012.  The

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AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 (UNAUDITED)

Company had $230.0 million of investments in money market accounts as of September 30, 2012.  The fair values of the money market accounts were determined based on unadjusted quoted prices in active markets for identical assets, otherwise known as Level 1 inputs.  The recorded amount of debt (see Note 5) and the corresponding fair value as of December 31, 2012 were $1,396.1 million and $1,564.7 million, respectively.  The recorded amount of debt and the corresponding fair value as of September 30, 2012 were $1,446.8 million and $1,635.6 million, respectively.  The fair values of debt were determined based on quoted market prices, otherwise known as Level 2 inputs.

Note 11.  Business Segment Information

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

The following tables illustrate reportable segment information for the three months ended December 31, 2012 and 2011 (in thousands):

	Revenue
	Three months ended December 31,
	2012			2011
Pharmaceutical Distribution	$	21,082,711		$	20,134,050
Other	427,890			209,325
Intersegment eliminations	(44,287		)	(31,453		)
Revenue	$	21,466,314		$	20,311,922

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

	Operating Income
	Three months ended December 31,
	2012			2011
Pharmaceutical Distribution	$	268,629		$	275,372
Other	20,559			9,606
Employee severance, litigation and other	(1,929		)	(3,559		)
Operating income	287,259			281,419
Other income	(23		)	(1		)
Interest expense, net	18,698			22,576
Income before income taxes	$	268,584		$	258,844

13

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 (UNAUDITED)

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

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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, 2012.

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

We are committed to a plan to divest AndersonBrecon (a business unit within AmerisourceBergen Consulting Services); therefore, its operations are classified as discontinued operations for all periods presented.  All historical information provided herein has been retroactively adjusted to conform to our current presentation.

Pharmaceutical Distribution Segment

The Pharmaceutical Distribution reportable segment is comprised of two operating segments, which include the operations of AmerisourceBergen Drug Corporation (“ABDC”) and AmerisourceBergen Specialty Group (“ABSG”).  Servicing healthcare providers in the pharmaceutical supply channel, the Pharmaceutical Distribution segment’s operations provide drug distribution and related services designed to reduce healthcare costs and improve patient outcomes.

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

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

Our use of the terms “specialty” and “specialty pharmaceutical products” refers to drugs used to treat complex diseases, such as cancer, diabetes and multiple sclerosis.  Specialty pharmaceutical products are part of complex treatment regimens for serious conditions and diseases that generally require ongoing clinical monitoring.  We believe the terms “specialty” and “specialty pharmaceutical products” are used consistently by industry participants and our competitors.  However, we cannot be certain that other distributors of specialty products define these and other similar terms in exactly the same manner as we do.

Other

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

ABCS, through a number of operating businesses, provides commercialization support services including reimbursement support programs, outcomes research, contract field staffing, patient assistance and copay assistance programs, adherence programs, risk mitigation services, and other market access programs to pharmaceutical and biotechnology manufacturers.  World Courier,

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which operates in over 50 countries, is a leading global specialty transportation and logistics provider for the biopharmaceutical industry.

Results of Operations

Revenue

	Three months ended
	December 31,
(dollars in thousands)	2012			2011			Change
Pharmaceutical Distribution	$	21,082,711		$	20,134,050		4.7	%
Other	427,890			209,325			104.4	%
Intersegment eliminations	(44,287		)	(31,453		)	40.8	%
Revenue	$	21,466,314		$	20,311,922		5.7	%

Revenue of $21.5 billion in the quarter ended December 31, 2012 increased 5.7% from the prior year quarter.  This increase was largely due to the revenue growth of Pharmaceutical Distribution and the revenue growth of Other.

We continue to expect our revenue in fiscal 2013 to increase between 6% and 9%.  Our expected growth rate reflects our new three-year contract with Express Scripts, Inc. (“Express Scripts”), which became effective on October 1, 2012, to supply primarily brand-name pharmaceuticals.  Annual sales to Express Scripts in fiscal 2013 under this contract are estimated to be $18.5 billion.  In addition, fiscal 2013 will include a full year’s operating results of our fiscal 2012 acquisitions of TheraCom and World Courier.  Our future revenue growth will continue to be affected by various factors such as industry growth trends, including the likely increase in the number of generic drugs that will be available over the next few years as a result of the expiration of certain drug patents held by brand-name pharmaceutical manufacturers, general economic conditions in the United States, competition within the industry, customer consolidation, changes in pharmaceutical manufacturer pricing and distribution policies and practices, increased downward pressure on government and other third party reimbursement rates to our customers, and changes in Federal government rules and regulations.

Pharmaceutical Distribution Segment

The Pharmaceutical Distribution segment grew its revenue by 4.7%.  Intrasegment revenues between ABDC and ABSG have been eliminated in the presentation of total Pharmaceutical Distribution revenue. Total intrasegment revenues were $865.9 million and $629.3 million in the quarters ended December 31, 2012 and 2011, respectively, and primarily consisted of ABSG sales directly to ABDC customer sites or ABSG sales to ABDC’s facilities.

ABDC’s revenue increased 4.8% from the prior year quarter, before intrasegment eliminations.  The increase in ABDC’s revenue was primarily due to the new contract with Express Scripts, which became effective on October 1, 2012, offset in part by the loss of a food and drug retail group purchasing organization (“GPO”) customer and an increase in the use of lower priced generics.

ABSG’s revenue of $4.4 billion in the quarter ended December 31, 2012 increased 9.6% from the prior year quarter (before intrasegment eliminations) primarily due to the growth in its third-party logistics business and growth in its blood products, vaccine, and physician office distribution business.  The physician office distribution business continues to benefit from sales of a new ophthalmology drug.  ABSG’s revenue growth was partially offset by a decline in sales of certain specialty oncology drugs.  The majority of ABSG’s revenue is generated from the distribution of pharmaceuticals to physicians who specialize in a variety of disease states, especially oncology.  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.

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Other

Other revenue increased $218.6 million from the prior year quarter primarily due to the incremental revenue contributions from TheraCom and World Courier, which were acquired in November 2011 and April 2012, respectively.  We expect Other revenue to increase between 30% and 35% in fiscal 2013 primarily due to the inclusion of World Courier’s revenue for a full fiscal year.

Gross Profit

	Three months ended
	December 31,
(dollars in thousands)	2012		2011		Change
Gross profit	$	671,924	$	583,917	15.1	%

Gross profit in the quarter ended December 31, 2012 increased $88.0 million from the prior year quarter due to the incremental contributions made by our fiscal 2012 acquisitions (primarily World Courier), our overall generic revenue growth, and the growth of our non-oncology specialty distribution businesses.  These increases were offset in part by the lower gross profit related to the new Express Scripts contract, the lower number of generic launches and the reduced contribution from the sales of certain specialty oncology drugs.  Also, in the current quarter, we recognized a gain of $12.3 million from antitrust litigation settlements with pharmaceutical manufacturers.  This gain was recorded as a reduction to cost of goods sold.  There were no antitrust litigation settlements in the prior year quarter.

As a percentage of revenue, our gross profit margin of 3.13% in the quarter ended December 31, 2012 increased by 26 basis points from the prior year quarter.  The gross profit margin increase was due to the gross profit contributions from our fiscal 2012 acquisitions, primarily World Courier, our overall generic revenue growth and the above-mentioned antitrust litigation settlements, all of which was offset in part by the lower gross profit margin related to the new Express Scripts contract and competitive pressures on customer margins.

Operating Expenses

	Three months ended
	December 31,
(dollars in thousands)	2012		2011		Change
Distribution, selling and administrative	$	342,213	$	268,893	27.3	%
Depreciation and amortization	40,523		30,046		34.9	%
Employee severance, litigation and other	1,929		3,559		-45.8	%
Total operating expenses	$	384,665	$	302,498	27.2	%

Distribution, selling and administrative expenses in the quarter ended December 31, 2012 increased $73.3 million, or 27.3%, primarily due to the incremental operating costs of our fiscal 2012 acquired companies and an increase in operating costs of our Canadian drug distribution business to support a higher revenue base resulting from the implementation of a large customer contract in the second half of fiscal 2012.

Depreciation and amortization expense increased from the prior year quarter largely due to our fiscal 2012 acquisitions.

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Employee severance, litigation and other for the quarter ended December 31, 2012 included $1.4 million of facility closure costs and $0.5 million of acquisition costs related to business combinations.  Employee severance, litigation and other for the quarter ended December 31, 2011 included $3.6 million of acquisition costs related to business combinations.

As a percentage of revenue, operating expenses were 1.79% in the quarter ended December 31, 2012, an increase of 30 basis points from the prior year quarter.  This increase was primarily due to the additions of our fiscal 2012 acquisitions, which have higher operating expenses as a percentage of revenue.  For the Pharmaceutical Distribution segment, as a percentage of revenue, operating expenses were down 1 basis point from the prior year quarter.

Operating Income

	Three months ended
	December 31,
(dollars in thousands)	2012			2011			Change
Pharmaceutical Distribution	$	268,629		$	275,372		-2.4	%
Other	20,559			9,606			114.0	%
Employee severance, litigation and other	(1,929		)	(3,559		)	-45.8	%
Operating income	$	287,259		$	281,419		2.1	%

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

Pharmaceutical Distribution operating income decreased $6.7 million from the prior year quarter due to a 10 basis point decline in operating margin due to decreased contributions from generic launches, customer mix shift towards lower margin business in ABDC (most notably the new Express Scripts contract), and an increase in operating costs related to our Canadian distribution business, all of which was offset in part by strong growth of certain of our specialty distribution businesses.  Other operating income increased $11.0 million from the prior year quarter due to the contribution made by our World Courier acquisition and due to the increase in operating income from our ABCS businesses.

Interest expense, interest income, and the respective weighted average interest rates in the quarters ended December 31, 2012 and 2011 were as follows (in thousands): 

	2012					2011
	Amount			Weighted Average Interest Rate		Amount			Weighted Average Interest Rate
Interest expense	$	18,909		4.69	%	$	22,780		4.97	%
Interest income	(211		)	0.33	%	(204		)	0.15	%
Interest expense, net	$	18,698				$	22,576

Interest expense decreased from the prior year quarter due to a decrease of $204.2 million in average borrowings, primarily due to the repayment of our $392 million, 5 5/8% senior notes in September 2012.

Income taxes in the quarter ended December 31, 2012 reflect an effective income tax rate of 39.6%, compared to 38.2% in the prior year quarter.  In the quarter ended December 31, 2012, our Canadian drug distribution business continued to generate operating losses.  As a result, we were not able to recognize a tax benefit related to these losses, and therefore our income tax rate was higher.  We expect that our effective tax rate in fiscal 2013 will be approximately 39.5%.

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Income from continuing operations of $162.2 million in the quarter ended December 31, 2012 increased 1.4% from the prior year quarter.  Diluted earnings per share from continuing operations of $0.69 in the quarter ended December 31, 2012 increased 13.1% from $0.61 per share in the prior year quarter.  The difference between diluted earnings per share growth and the increase in income from continuing operations was due to the 10% reduction in weighted average common shares outstanding, primarily from purchases of our common stock, net of the impact of stock option exercises.

Income from discontinued operations, net of income taxes, of $6.4 million and $2.2 million, represents the income of AndersonBrecon for the quarters ended December 31, 2012 and 2011, respectively.

Liquidity and Capital Resources

The following table illustrates our debt structure at December 31, 2012, including availability under the multi-currency revolving credit facility and the receivables securitization facility (in thousands):

	Outstanding Balance		Additional Availability
Fixed-Rate Debt:
$ 500,000, 5 7/8% senior notes due 2015	$	499,160	$	—
$ 400,000, 4 7/8% senior notes due 2019	397,574		—
$ 500,000, 3 1/2% senior notes due 2021	499,373		—
Total fixed-rate debt	1,396,107		—
Variable-Rate Debt:
Multi-currency revolving credit facility due 2017	—		690,036
Receivables securitization facility due 2015	—		950,000
Other	—		1,625
Total variable-rate debt	—		1,641,661
Total long-term debt	$	1,396,107	$	1,641,661

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

We have a $700 million multi-currency senior unsecured revolving credit facility, which was scheduled to expire in October 2016, (the “Multi-Currency Revolving Credit Facility”) with a syndicate of lenders. In November 2012, we entered into an amendment with the syndicate of lenders to extend the maturity date of the Multi-Currency Revolving Credit Facility to November 2017.  Interest on borrowings under the Multi-Currency Revolving Credit Facility accrues at specified rates based on our debt rating and ranges from 68 basis points to 155 basis points over LIBOR/EURIBOR/Bankers Acceptance Stamping Fee, as applicable (90 basis points over LIBOR/EURIBOR/Bankers Acceptance Stamping Fee at December 31, 2012). Additionally, interest on borrowings denominated in Canadian dollars may accrue at the greater of the Canadian prime rate or the CDOR rate. We pay facility fees to maintain the availability under the Multi-Currency Revolving Credit Facility at specified rates based on our debt rating, ranging from 7 basis points to 20 basis points, annually, of the total commitment (10 basis points at December 31, 2012). We may choose to repay or reduce our commitments under the Multi-Currency Revolving Credit Facility at any time. The Multi-Currency Revolving Credit Facility contains covenants, including compliance with a financial leverage ratio test, as well as others that impose limitations on, among other things, indebtedness of excluded subsidiaries and asset sales, which we are compliant with as of December 31, 2012.

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We have a commercial paper program whereby we may from time to time issue short-term promissory notes in an aggregate amount of up to $700 million at any one time. Amounts available under the program may be borrowed, repaid, and re-borrowed from time to time. The maturities on the notes will vary, but may not exceed 365 days from the date of issuance. The notes will bear interest rates, if interest bearing, or will be sold at a discount from their face amounts. The commercial paper program does not increase our borrowing capacity as it is fully backed by our Multi-Currency Revolving Credit Facility.  There were no borrowings outstanding under our commercial paper program at December 31, 2012.

We have a $700 million receivables securitization facility (“Receivables Securitization Facility”), which was scheduled to expire in October 2014. In November 2012, we entered into an amendment to the Receivables Securitization Facility to extend the maturity date to November 2015. We have available to us an accordion feature whereby the commitment on the Receivables Securitization Facility may be increased by up to $250 million, subject to lender approval, for seasonal needs during the December and March quarters. Interest rates are currently based on prevailing market rates for short-term commercial paper or LIBOR plus a program fee of 75 basis points. We currently pay an unused fee of 37.5 basis points, annually, to maintain the availability under the Receivables Securitization Facility. At December 31, 2012, there were no borrowings outstanding under the Receivables Securitization Facility. The Receivables Securitization Facility contains similar covenants to the Multi-Currency Revolving Credit Facility.

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

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

Our primary ongoing cash requirements will be to finance working capital, fund the repayment of debt, fund the payment of interest on debt, fund repurchases of our common stock, fund the payment of dividends, finance acquisitions, and fund capital expenditures and routine growth and expansion through new business opportunities.   In May 2012, our board of directors approved a program allowing us to purchase up to $750 million shares of our common stock, subject to market conditions.  During the quarter ended December 31, 2012, we purchased $96.9 million of our common stock to complete our authorization under the $750 million share repurchase program.  In November 2012, our board of directors approved a new program allowing us to purchase up to $750 million shares of our common stock, subject to market conditions.  During the quarter ended December 31, 2012, we purchased $187.6 million of our common stock under the new share repurchase program.  As of December 31, 2012, we had $562.4 million of availability remaining on the new $750 million share repurchase program.  We currently expect to purchase $400 million of our common stock in fiscal 2013, subject to market conditions.  Future cash flows from operations and borrowings are expected to be sufficient to fund our ongoing cash requirements.

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

We have market risk exposure to interest rate fluctuations relating to our debt.  We manage interest rate risk by using a combination of fixed-rate and variable-rate debt.  At December 31, 2012, we had no variable-rate debt outstanding.  The amount of variable-rate debt fluctuates during the year based on our working capital requirements.  We periodically evaluate financial instruments to manage our exposure to fixed and variable interest rates.  However, there are no assurances that such instruments will be available in the combinations we want and on terms acceptable to us.  There were no such financial instruments in effect at December 31, 2012.

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We also have market risk exposure to interest rate fluctuations relating to our cash and cash equivalents.  We had $417.4 million in cash and cash equivalents at December 31, 2012, none of which was invested in money market accounts at financial institutions.  The unfavorable impact of a hypothetical decrease in interest rates on cash and cash equivalents would be partially offset by the favorable impact of such a decrease on variable-rate debt.  For every $100 million of cash invested that is in excess of variable-rate debt, a 10 basis point decrease in interest rates would increase our annual net interest expense by $0.1 million.

We are exposed to foreign currency and exchange rate risk from our non-U.S. operations.  Our largest exposure to foreign exchange rates exists primarily with the Canadian Dollar, the U.K. Pound Sterling, and the Euro.  We may utilize foreign currency denominated forward contracts to hedge against changes in foreign exchange rates.  Such contracts generally have durations of less than one year.  We had no foreign currency denominated forward contracts at December 31, 2012.  We may use derivative instruments to hedge our foreign currency exposure, but not for speculative or trading purposes.

Following is a summary of our contractual obligations for future principal and interest payments on our debt, minimum rental payments on our noncancelable operating leases and minimum payments on our other commitments at December 31, 2012 (in thousands):

	Payments Due by Period
	Total		Within 1 Year		1-3 Years		4-5 Years		After 5 Years
Debt, including interest payments	$	1,782,125	$	66,375	$	632,750	$	74,000	$	1,009,000
Operating leases	299,285		55,388		93,311		64,693		85,893
Other commitments	175,987		97,335		77,982		670		—
Total	$	2,257,397	$	219,098	$	804,043	$	139,363	$	1,094,893

We have commitments to purchase product from influenza vaccine manufacturers through the 2014/2015 flu season.  We are required to purchase doses at prices that we believe will represent market prices.  We currently estimate our remaining purchase commitment under these agreements will be approximately $62.9 million as of December 31, 2012, of which $37.7 million represents our commitment over the next twelve months.  These influenza vaccine commitments are included in “Other commitments” in the above table.

We have commitments to purchase blood plasma products from suppliers through February 2013.  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 $10.4 million as of December 31, 2012, all of which represents our commitment over the next twelve months.  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 enterprise resource planning (“ERP”) system.  The remaining commitment under our 10-year arrangement, as amended, which expires in June 2015, is approximately $80.1 million as of December 31, 2012, of which $33.9 million represents our commitment over the next twelve months, and is included in “Other commitments” in the above contractual obligations table.

Our liability for uncertain tax positions was $47.7 million (including interest and penalties) as of December 31, 2012.  This liability represents an estimate of tax positions that we have taken in our tax returns which may ultimately not be sustained upon examination by taxing authorities.  Since the amount and timing of any future cash settlements cannot be predicted with reasonable certainty, the estimated liability has been excluded from the above contractual obligations table.

During the quarter ended December 31, 2012, our operating activities used $241.7 million of cash in comparison to cash provided of $431.7 million in the prior year quarter.  Cash used in operations during the quarter ended December 31, 2012 was

21

principally the result of an increase in accounts receivable of $429.8 million and an increase in merchandise inventories of $272.4 million, offset, in part, by income from continuing operations of $162.2 million, an increase in accounts payable, accrued expenses and income taxes of $203.7 million, and non-cash items of $68.1 million.  Accounts receivable increased from September 30, 2012, reflecting the increased volume associated with our new Express Scripts contract, which became effective October 1, 2012.  Additionally, while the payment terms in the new Express Scripts contract are favorable, they are longer than the payment terms in the previous Medco contract.  As a result, there was a negative impact on our working capital in the current year quarter.  Consistent with prior years, we increased our merchandise inventories at December 31, 2012 due to seasonal needs and to support the increase in volume due to the new Express Scripts contract.  The increase in accounts payable, accrued expenses and income taxes was primarily driven by the increase in merchandise inventories and the timing of payments to our suppliers.

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

	Quarter ended December 31,
	2012	2011
Days sales outstanding	18.9	17.6
Days inventory on hand	26.0	25.3
Days payable outstanding	42.5	41.2

Our cash flow from operating activities can vary significantly from period to period based on fluctuations in our period end working capital.  We expect cash from operating activities in fiscal 2013 to be between $930 million and $1,030 million.  Operating cash uses during the quarter ended December 31, 2012 included $19.3 million of interest payments and $4.1 million of income tax payments, net of refunds.

During the quarter ended December 31, 2011, our operating activities provided $431.7 million of cash. Cash provided by operations during the quarter ended December 31, 2011 was principally the result of income from continuing operations of $160.0 million, non-cash items of $53.1 million, an increase in accounts payable, accrued expenses and income taxes of $246.6 million, and a decrease in accounts receivable of $229.7 million, offset, in part, by an increase in merchandise inventories of $317.6 million.  Consistent with prior years, we increased our merchandise inventories at December 31, 2011 due to seasonal needs.  The increase in accounts payable, accrued expenses and income taxes was primarily driven by the timing of inventory purchases made and the related payments to our suppliers.  Accounts receivable declined from September 30, 2011, reflecting timing of customer purchases and payments as of December 31, 2011.  Operating cash uses during the quarter ended December 31, 2011 included $10.8 million of interest payments and $1.8 million of income tax payments, net of refunds.

Capital expenditures for the quarter ended December 31, 2012 and 2011 were $56.5 million and $45.5 million, respectively.  Significant capital expenditures in the quarter ended December 31, 2012 included the purchase of one of our leased distribution facilities, technology initiatives including costs related to the further development of our ERP system, and expansion costs related to one of ABDC’s facilities.  We expect to spend approximately $180 million for capital expenditures during fiscal 2013.  Significant capital expenditures in the quarter ended December 31, 2011 related to our Business Transformation project, which includes a new ERP system for our corporate office and for our ABDC operations, ABDC purchases of machinery and equipment, investments to expand our infrastructure in Canada, and other ABCS facility expansions and improvements.

In November 2011, we acquired TheraCom for a purchase price of $250.0 million, subject to a working capital adjustment.  Additionally, we finalized working capital adjustments relating to our September 2011 acquisitions of IntrinsiQ, LLC and Premier Source totaling $0.5 million, net.

In November 2011, we issued our 2021 Notes for net proceeds of $494.8 million.  We used the net proceeds of the 2021 Notes for general corporate purposes.

22

During the quarters ended December 31, 2012 and 2011, we paid $284.7 million and $128.0 million, respectively, for purchases of our common stock shares.

In November 2011, our board of directors increased the quarterly cash dividend by 13% from $0.115 per share to $0.13 per share.  In November 2012, our board of directors increased the quarterly cash dividend by 62% from $0.13 per share to $0.21 per share.  We anticipate that we will continue to pay quarterly cash dividends in the future.  However, the payment and amount of future dividends remains within the discretion of our board of directors and will depend upon our future earnings, financial condition, capital requirements, and other factors.

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, purchase and/or dispensing of pharmaceutical products or services and any related litigation, including shareholder derivative lawsuits; changes in federal and state legislation or regulatory action affecting pharmaceutical product pricing or reimbursement policies, including under Medicaid and Medicare; changes in regulatory or clinical medical guidelines and/or labeling for the pharmaceutical products we distribute, including certain anemia products; price inflation in branded pharmaceuticals and price deflation in generics; greater or less than anticipated benefit from launches of the generic versions of previously patented pharmaceutical products; significant breakdown or interruption of our information technology systems; our inability to realize the anticipated benefits of the implementation of an enterprise resource planning (ERP) system; success of integration, restructuring or systems initiatives; interest rate and foreign currency exchange rate fluctuations; risks associated with international business operations, including non-compliance with the U.S. Foreign Corrupt Practices Act, anti-bribery laws and economic sanctions and import laws and regulations; economic, business, competitive and/or regulatory developments outside of the United States; 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, 2012 and elsewhere in that report and (iii) in other reports filed by the Company pursuant to the Exchange Act.

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 20.

23

ITEM 4.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

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

Changes in Internal Control over Financial Reporting

There were no changes during the fiscal quarter ended December 31, 2012 in the Company’s internal control over financial reporting that materially affected, or are reasonably likely to materially affect, those controls.

24

PART II.  OTHER INFORMATION

ITEM 1.  Legal Proceedings

See Note 8 (Legal Matters and Contingencies) of the Notes to the Consolidated Financial Statements set forth under Item 1 of Part I of this report for the Company’s current description of legal proceedings.

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

(c) Issuer Purchases of Equity Securities

The following table sets forth the number of shares purchased, the average price paid per share, the total number of shares purchased as part of publicly announced programs, and the approximate dollar value of shares that may yet be purchased under the programs during each month in the quarter ended December 31, 2012.

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs
October 1 to October 31	107,903	$	—	107,903	$	96,902,533
November 1 to November 30	6,838,685	$	41.60	6,838,685	$	562,441,587
December 1 to December 31	—	$	—	—	$	562,441,587
Total	6,946,588			6,946,588

a)In May 2012, the Company announced a program to purchase up to $750 million of its outstanding shares of common stock, subject to market conditions.  During the three months ended December 31, 2012, the Company purchased 2.4 million shares for $96.9 million to close this program.

b)In November 2012, the Company announced a new program to purchase up to $750 million of its outstanding shares of common stock, subject to market conditions.  During the three months ended December 31, 2012, the Company purchased 4.5 million shares under this program for $187.6 million.

25

ITEM 6.  Exhibits

(a)Exhibits:

10.1	The Third Amendment to Amended and Restated Receivables Purchase Agreement, dated as of November 16, 2012, among Amerisource Receivables Financial Corporation, as Seller, AmerisourceBergen Drug Corporation, as Servicer, the Purchasing Agents and Purchasers party thereto 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 November 21, 2012).
10.2	The Second Amendment and Restatement Agreement, dated as of November 20, 2012, among AmerisourceBergen Corporation, the borrowing subsidiaries party thereto, the financial institutions party thereto, and JPMorgan Chase Bank, N.A. as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 27, 2012).
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32	Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer
101	Financial statements from the Quarterly Report on Form 10-Q of AmerisourceBergen Corporation for the quarter ended December 31, 2012, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Cash Flows, and (v) the Notes to Consolidated Statements.

26

SIGNATURES

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

	AMERISOURCEBERGEN CORPORATION
February 8, 2013	/s/ Steven H. Collis
	Steven H. Collis
	President and Chief Executive Officer
February 8, 2013	/s/ Tim G. Guttman
	Tim G. Guttman
	Senior Vice President
	and Chief Financial Officer

27

EXHIBIT INDEX

Exhibit Number		Description
	10.1	The Third Amendment to Amended and Restated Receivables Purchase Agreement, dated as of November 16, 2012, among Amerisource Receivables Financial Corporation, as Seller, AmerisourceBergen Drug Corporation, as Servicer, the Purchasing Agents and Purchasers party thereto 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 November 21, 2012).
	10.2	The Second Amendment and Restatement Agreement, dated as of November 20, 2012, among AmerisourceBergen Corporation, the borrowing subsidiaries party thereto, the financial institutions party thereto, and JPMorgan Chase Bank, N.A. as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 27, 2012).
	31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
	31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
	32	Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer
	101	Financial statements from the Quarterly Report on Form 10-Q of AmerisourceBergen Corporation for the quarter ended December 31, 2012, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Cash Flows, and (v) the Notes to Consolidated Statements.

28

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: February 8, 2013

/s/ Steven H. Collis

Steven H. Collis

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

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

I, Tim G. Guttman, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: February 8, 2013

/s/ Tim G. Guttman

Tim G. Guttman

Senior Vice President and Chief Financial Officer

EX-32

Exhibit 32

Section 1350 Certification of Chief Executive Officer

In connection with the Quarterly Report of AmerisourceBergen Corporation (the “Company”) on Form 10-Q for the quarter ended December 31, 2012 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

February 8, 2013

Section 1350 Certification of Chief Financial Officer

In connection with the Quarterly Report of AmerisourceBergen Corporation (the “Company”) on Form 10-Q for the quarter ended December 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Tim G. Guttman, Vice President, Corporate Controller and Acting Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

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

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

/s/ Tim G. Guttman

Tim G. Guttman

Senior Vice President and Chief Financial Officer

February 8, 2013

XML

Litigation Settlements (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Dec. 31, 2012
Litigation Settlements (Details) [Abstract]
Antitrust Settlements Gain	$ 12.30

XML

Business Segment Information (Tables)

3 Months Ended

Dec. 31, 2012

Reconciliation from Segment Totals to Consolidated [Abstract]

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

	Revenue
	Three months ended
	December 31,
	2012		2011
Pharmaceutical Distribution	$	21,082,711	$	20,134,050
Other		427,890		209,325
Intersegment eliminations		(44,287)		(31,453)
Revenue	$	21,466,314	$	20,311,922

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

	Operating Income
	Three months ended
	December 31,
	2012		2011
Pharmaceutical Distribution	$	268,629	$	275,372
Other		20,559		9,606
Employee severance, litigation and other		(1,929)		(3,559)
Operating income		287,259		281,419
Other income		(23)		(1)
Interest expense, net		18,698		22,576
Income before income taxes	$	268,584	$	258,844

XML

Discontinued Operations

3 Months Ended

Dec. 31, 2012

discontinued operation income loss from discontinued operation

disposalgroupsincludingdiscontinuedoperationsdisclosuretextblock

Note 2. Discontinued Operations

The Company is committed to a plan to divest its packaging and clinical trials services business, AndersonBrecon (“AB”) to allow it to focus on its distribution, specialty, and manufacturer services businesses. The Company has classified AB's assets and liabilities as held for sale in the accompanying consolidated balance sheets and has classified AB's operating results, net of tax, as discontinued operations in the accompanying consolidated statements of operations for all periods presented. Previously, AB was included in Other for segment reporting. AB's revenue and income before income taxes were as follows:

		Three months ended December 31,
(in thousands)		2012		2011
Revenue	$	61,538	$	48,723
Income before income taxes	$	10,301	$	3,480

       The following table summarizes the assets and liabilities of AB (in thousands):

		December 31,		September 30,
		2012		2012
Assets:
	Accounts receivable	$	31,035	$	33,202
	Merchandise inventories		33,218		32,327
	Property and equipment, net		100,505		95,578
	Goodwill and other intangible assets		57,114		56,919
	Other assets		1,776		962
Assets held for sale			223,648		218,988
Liabilities:
	Accounts payable		10,336		14,589
	Accrued expenses and other		17,772		14,311
	Other liabilities		23,347		19,938
Liabilities held for sale			51,455		48,838
Net assets		$	172,193	$	170,150

XML

Debt (Details) (USD $)	3 Months Ended
	Dec. 31, 2012	Sep. 30, 2012
Debt Instrument [Line Items]
Long Term Debt	$ 1,396,107,000	$ 1,446,770,000
Long-term debt, net of current portion	1,396,107,000	1,446,770,000
Short-term Debt, Terms	The Company has a commercial paper program whereby it may from time to time issue short-term promissory notes in an aggregate amount of up to $700 million at any one time. Amounts available under the program may be borrowed, repaid, and re-borrowed from time to time. The maturities on the notes will vary, but may not exceed 365 days from the date of issuance. The notes will bear interest rates, if interest bearing, or will be sold at a discount from their face amounts. The commercial paper program does not increase the Company's borrowing capacity as it is fully backed by the Company's Multi-Currency Revolving Credit Facility.
Receivables Securitization Facility [Member]
Debt Instrument [Line Items]
Debt Instrument, Maturity Date, Description	November 2015
Long Term Debt	0	0
Line of Credit Facility, Maximum Borrowing Capacity	700,000,000
Line of Credit Facility, Interest Rate Description	prevailing market rates for short-term commercial paper or LIBOR plus a program fee of 75 basis points
Debt Instrument Fee Rate At Period End	37.5 basis points, annually,
Line of Credit Facility, Covenant Terms	The Receivables Securitization Facility contains similar covenants to the Multi-Currency Revolving Credit Facility
Debt Instrument Ability to Increase Commitment Subject to Lender Approval	the commitment on the Receivables Securitization Facility may be increased by up to $250 million, subject to lender approval, for seasonal needs during the December and March quarters
Multi Currency Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate at Period End		2.22%
Debt Instrument, Maturity Date, Description	November 2017
Long Term Debt	0	50,839,000
Line of Credit Facility, Maximum Borrowing Capacity	700,000,000
Line of Credit Facility, Interest Rate Description	68 basis points to 155 basis points over LIBOR/EURIBOR/Bankers Acceptance Stamping Fee
Interest Rate for Debt at Period End Narrative Detail	90 basis points over LIBOR/EURIBOR/Bankers Acceptance Stamping Fee
Debt Instrument Fee Rate Effective Percentage Rate Range	7 basis points to 20 basis points, annually, of the total commitment
Debt Instrument Fee Rate At Period End	10 basis points
Line of Credit Facility, Covenant Terms	The Multi-Currency Revolving Credit Facility contains covenants, including compliance with a financial leverage ratio test, as well as others that impose limitations on, among other things, indebtedness of excluded subsidiaries and asset sales.
Interest Rate Option on Canadian Borrowings	the Canadian prime rate or the CDOR rate
Senior Notes Due 2015 [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	500,000,000
Debt Instrument, Interest Rate, Stated Percentage	5.875%
Debt Instrument, Maturity Date, Description	2015
Long Term Debt	499,160,000	499,091,000
Senior Notes Due 2019 [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	400,000,000
Debt Instrument, Interest Rate, Stated Percentage	4.875%
Debt Instrument, Maturity Date, Description	2019
Long Term Debt	397,574,000	397,485,000
Senior Notes Due 2021 [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	500,000,000
Debt Instrument, Interest Rate, Stated Percentage	3.50%
Debt Instrument, Maturity Date, Description	2021
Long Term Debt	$ 499,373,000	$ 499,355,000

XML

Goodwill and Other Intangible Assets (Details) (USD $)	3 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Sep. 30, 2012
Goodwill [Line Items]
Goodwill at September 30, 2012	$ 2,973,097,000
Goodwill, Other Changes	2,201,000
Goodwill at December 31, 2012	2,975,298,000
Indefinite-lived intangibles-trade names	343,982,000		344,004,000
Finite Lived Intangible Assets [Line Items]
Intangible Assets Gross Excluding Goodwill	691,746,000		691,759,000
Intangible Assets Accumulated Amortization Excluding Goodwill	118,109,000		111,311,000
Intangible Assets Net Excluding Goodwill	573,637,000		580,448,000
Amortization of Intangible Assets	6,811,000	4,463,000
Future Amortization Expense Year One	27,200,000
Future Amortization Expense Year Two	25,400,000
Future Amortization Expense Year Three	21,300,000
Future Amortization Expense Year Four	20,400,000
Future Amortization Expense Year Five	16,900,000
Future Amortization Expense, after Year Five	125,300,000
Customer Relationships [Member]
Finite Lived Intangible Assets [Line Items]
Finite Lived Intangible Assets Gross	279,657,000		279,656,000
Finite Lived Intangible Assets Accumulated Amortization	80,308,000		75,540,000
Finite Lived Intangible Assets Net	199,349,000		204,116,000
Other Finite Lived Intangibles [Member]
Finite Lived Intangible Assets [Line Items]
Finite Lived Intangible Assets Gross	68,107,000		68,099,000
Finite Lived Intangible Assets Accumulated Amortization	37,801,000		35,771,000
Finite Lived Intangible Assets Net	30,306,000		32,328,000
Pharmaceutical Distribution [Member]
Goodwill [Line Items]
Goodwill at September 30, 2012	2,453,088,000
Goodwill, Other Changes	(799,000)
Goodwill at December 31, 2012	2,452,289,000
Other Segment [Member]
Goodwill [Line Items]
Goodwill at September 30, 2012	520,009,000
Goodwill, Other Changes	3,000,000
Goodwill at December 31, 2012	$ 523,009,000

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Stockholders' Equity and Earnings per Share (Details) (USD $)	1 Months Ended				3 Months Ended		1 Months Ended		3 Months Ended	12 Months Ended	1 Months Ended
	Dec. 31, 2012	Nov. 30, 2012	Oct. 31, 2012	Aug. 31, 2012	Dec. 31, 2012	Dec. 31, 2011	Nov. 30, 2012 May 2012 Share Repurchase Program [Member]	May 31, 2012 May 2012 Share Repurchase Program [Member]	Dec. 31, 2012 May 2012 Share Repurchase Program [Member]	Sep. 30, 2012 May 2012 Share Repurchase Program [Member]	Nov. 30, 2012 November 2012 Share Repurchase Program [Member]
Stockholders' Equity and Earnings per Share (Details) [Abstract]
Dividend Increase Percentage		62.00%
Dividends Declared		$ 0.21
Basic					232,361,000	258,461,000
Incremental Common Shares Attributable To Share Based Payment Arrangements					3,631,000	4,623,000
Diluted					235,992,000	263,084,000
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount					1,900,000	3,200,000
Treasury Stock Purchase Programs [Line Items]
Stock Repurchase Program, Authorized Amount								750,000,000			750,000,000
Treasury Stock Value Acquired Cost Method									25,700,000	5,900,000
Treasury Stock, Shares, Acquired									600,000	200,000
Accelerated Share Repurchase Program Initial Payment		250,000,000		650,000,000
Accelerated Share Repurchase Program Shares Acquired		6,200,000		16,800,000
Accelerated Share Repurchase Program Payment Applied to Stock Purchase		248,500,000		647,200,000
Accelerated Share Repurchase Program Payment Applied to Dividends		1,300,000		2,000,000
Accelerated Share Repurchase Program Payment Applied to Other Fees		200,000		800,000
Accelerated Share Repurchase Program Incremental Shares at End of Program			100,000
accelerated share repurchase program adjustment	10,300,000
Accelerated Share Repurchase Program Shares Purchased							1,700,000				4,500,000
Accelerated Share Repurchase Program Dollars Purchased							71,200,000				187,600,000
Stock Repurchase Program Remaining Authorized Amount					$ 562,400,000

XML

Employee Severance, Litigation and Other (Details) (USD $)	3 Months Ended		12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Sep. 30, 2012
Facility Consolidations, Employee Severance and Other (Details) [Abstract]
Expenses Incurred Under Restructuring			$ 34,700,000
Expenses Incurred in Connection with Exiting Multi Employer Pension Plan			10,300,000
Employees Terminated Under Restructuring Activities	206
Payment to Settle Restructuring Legal Matter	16,000,000
Expenses Incurred for Facility Closure Costs	1,400,000
Expenses Incurred for Acquisition Costs	500,000
restructuring cost and reserve
Restructuring Reserve	50,516,000
Restructuring Charges	1,929,000	3,559,000
Restructuring Reserve Settled With Cash	(20,334,000)
Restructuring Reserve	32,111,000		50,516,000
employee severance
restructuring cost and reserve
Restructuring Reserve	32,663,000
Restructuring Charges	27,000
Restructuring Reserve Settled With Cash	(3,876,000)
Restructuring Reserve	28,814,000
other restructuring
restructuring cost and reserve
Restructuring Reserve	17,853,000
Restructuring Charges	1,902,000
Restructuring Reserve Settled With Cash	(16,458,000)
Restructuring Reserve	$ 3,297,000

XML

Summary of Significant Accounting Policies

3 Months Ended

Dec. 31, 2012

General Policy [Abstract]

Summary of Significant Accounting Policies

Note 1. Summary of Significant Accounting Policies

Basis of Presentation

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

The accompanying unaudited consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information, the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments (consisting only of normal recurring accruals, except as otherwise disclosed herein) considered necessary to present fairly the financial position as of December 31, 2012 and the results of operations and cash flows for the interim periods ended December 31, 2012 and 2011 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, 2012.

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

XML

Legal Matters and Contingencies (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Sep. 30, 2011
Loss Contingencies [Line Items]
Litigation Settlement, Gross	$ 16.00

XML

Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Sep. 30, 2012
Current assets:
Cash and cash equivalents	$ 417,404	$ 1,066,608
Accounts receivable, less allowances for returns and doubtful accounts: $350,437 at December 31, 2012 and $345,408 at September 30, 2012	4,361,266	3,938,597
Merchandise inventories	5,965,563	5,689,147
Prepaid expenses and other	54,318	73,811
Assets held for sale	223,648	218,988
Total current assets	11,022,199	10,987,151
Property and equipment, at cost:
Land	33,297	33,299
Buildings and improvements	359,526	332,874
Machinery, equipment and other	1,012,739	984,445
Total property and equipment	1,405,562	1,350,618
Less accumulated depreciation	(605,222)	(570,605)
Property and equipment, net	800,340	780,013
Goodwill and other intangible assets	3,548,935	3,553,545
Other assets	124,058	123,417
TOTAL ASSETS	15,495,532	15,444,126
Current liabilities:
Accounts payable	9,879,850	9,630,110
Accrued expenses and other	522,968	572,453
Deferred income taxes	981,464	963,081
Liabilities held for sale	51,455	48,838
Total current liabilities	11,435,737	11,214,482
Long-term debt, net of current portion	1,396,107	1,446,770
Other liabilities	326,453	326,162
Stockholders' equity:
Common stock, $0.01 par value - authorized: 600,000,000 shares; issued and outstanding: 264,015,087 shares and 229,920,121 shares, at December 31, 2012, respectively, and 262,542,659 shares and 235,394,281 shares at September 30, 2012, respectively	2,640	2,625
Additional paid-in capital	2,291,444	2,252,470
Retained earnings	1,389,439	1,270,423
Accumulated other comprehensive loss	(33,890)	(30,787)
Treasury stock, at cost: 34,094,966 shares at December 31, 2012 and 27,148,378 shares at September 30, 2012	(1,312,398)	(1,038,019)
Total stockholders' equity	2,337,235	2,456,712
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 15,495,532	$ 15,444,126

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Consolidated Statements of Cash Flows (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
OPERATING ACTIVITIES
Net income	$ 168,611	$ 162,116
Income from discontinued operations	(6,386)	(2,159)
Income from continuing operations	162,225	159,957
Adjustments to reconcile income from continuing operations to net cash (used in) provided by operating activities:
Depreciation, including amounts charged to cost of goods sold	35,433	25,800
Amortization, including amounts charged to interest expense	7,963	6,082
(Benefit) provision for doubtful accounts	(439)	6,226
Provision for deferred income taxes	15,727	6,567
Share-based compensation	9,419	6,268
Other	6	2,199
Changes in operating assets and liabilities, excluding the effects of acquisitions:
Accounts receivable	(429,765)	229,668
Merchandise inventories	(272,420)	(317,631)
Prepaid expenses and other assets	15,965	58,635
Accounts payable, accrued expenses, and income taxes	203,741	246,647
Other liabilities	820	(11,388)
Net cash (used in) provided by operating activities - continuing operations	(251,325)	419,030
Net cash provided by operating activities - discontinued operations	9,618	12,673
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	(241,707)	431,703
INVESTING ACTIVITIES
Capital expenditures	(56,543)	(45,531)
Cost of acquired companies, net of cash acquired	0	(250,501)
Other	23	0
Net cash used in investing activities - continuing operations	(56,520)	(296,032)
Net cash used in investing activities - discontinued operations	(4,859)	(2,607)
NET CASH USED IN INVESTING ACTIVITIES	(61,379)	(298,639)
FINANCING ACTIVITIES
Long-term debt borrowings	0	499,290
Borrowings under revolving and securitization credit facilities	980,656	206,464
Repayments under revolving and securitization credit facilities	(1,031,148)	(142,638)
Purchases of common stock	(284,691)	(128,042)
Exercises of stock options, including excess tax benefits of $8,632 and $4,275 in fiscal 2013 and 2012, respectively	39,750	16,450
Cash dividends on common stock	(49,595)	(33,708)
Debt issuance costs and other	(1,090)	(6,535)
Net cash (used in) provided by financing activities-continuing operations	(346,118)	411,281
Net cash used in financing activities-discontinued operations	0	0
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES	(346,118)	411,281
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(649,204)	544,345
Cash and cash equivalents at beginning of period	1,066,608	1,825,990
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$ 417,404	$ 2,370,335

XML

Business Segment Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	$ 21,466,314	$ 20,311,922
Segment Reporting Information [Line Items]
Operating Income (Loss)	287,259	281,419
Employee severance, litigation and other	(1,929)	(3,559)
Other income	(23)	(1)
Interest expense, net	18,698	22,576
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Cumulative Effects of Changes in Accounting Principles, Noncontrolling Interest	268,584	258,844
Pharmaceutical Distribution [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	21,082,711	20,134,050
Segment Reporting Information [Line Items]
Operating Income (Loss)	268,629	275,372
Other Segment [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	427,890	209,325
Segment Reporting Information [Line Items]
Operating Income (Loss)	20,559	9,606
Intersegment Elimination [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	$ (44,287)	$ (31,453)

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Debt (Tables)

3 Months Ended

Dec. 31, 2012

Debt (Tables) [Abstract]

Schedule Of Debt Instruments Text Block

	December 31,		September 30,
	2012		2012
Receivables securitization facility due 2015	$	-	$	-
Multi-currency revolving credit facility at 2.22%, due 2017		-		50,839
$500,000, 5 7/8% senior notes due 2015		499,160		499,091
$400,000, 4 7/8% senior notes due 2019		397,574		397,485
$500,000, 3 1/2% senior notes due 2021		499,373		499,355
Total debt	$	1,396,107	$	1,446,770

XML

Employee Severance, Litigation and Other (Tables)

3 Months Ended

Dec. 31, 2012

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

Schedule Of Restructuring Reserve By Type Of Cost Text Block

	Employee		Litigation and
	Severance		Other		Total
Balance as of September 30, 2012	$	32,663	$	17,853	$	50,516
Expense recorded during the period		27		1,902		1,929
Payments made during the period		(3,876)		(16,458)		(20,334)
Balance as of December 31, 2012	$	28,814	$	3,297	$	32,111

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Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
FINANCING ACTIVITIES
Excess tax benefit from the exercise of stock options	$ 8,632	$ 4,275

XML

Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Dec. 31, 2012	Sep. 30, 2012
Current assets:
Allowances for returns and doubtful accounts	$ 350,437	$ 345,408
Stockholders' equity:
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	600,000,000	600,000,000
Common stock, shares issued	264,015,087	262,542,659
Common stock, shares outstanding	229,920,121	235,394,281
Treasury stock, shares held	34,094,966	27,148,378

XML

Financial Instruments

3 Months Ended

Dec. 31, 2012

Fair Value Disclosures [Abstract]

Financial Instruments

Note 10. Fair Value of Financial Instruments

The recordedamounts of the Company's cash and cash equivalents, accounts receivable and accounts payable at December 31, 2012and September 30, 2012approximate fair value based upon the relatively short-term nature of these financial instruments. Within cash and cash equivalents, the Company hadno investments in money market accounts as of December 31, 2012. The Company had $230.0million of investments in money market accounts as of September 30, 2012. The fair values of the money market accounts were determined based on unadjusted quoted prices in active markets for identical assets, otherwise known as Level 1 inputs. The recorded amount of debt (see Note 5) and the corresponding fair value as of December 31, 2012 were $1,396.1 million and $1,564.7 million, respectively. The recorded amount of debt and the corresponding fair value as of September 30, 2012 were$1,446.8 million and $1,635.6 million, respectively. The fair values of debt were determined based on quoted market prices, otherwise known as Level 2 inputs.

XML

Document and Entity Information (USD $)	3 Months Ended
	Dec. 31, 2012	Jan. 31, 2013	Mar. 31, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	AMERISOURCEBERGEN CORP
Entity Central Index Key	0001140859
Document Type	10-Q
Document Period End Date	Dec. 31, 2012
Amendment Flag	false
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--09-30
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 8,478,792,561
Entity Common Stock, Shares Outstanding		230,172,685

XML

Business Segment Information

3 Months Ended

Dec. 31, 2012

Segment Reporting [Abstract]

Segment Reporting Disclosure Text Block

Note 11. Business Segment Information

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

The following tables illustrate reportable segment information for the three months ended December 31, 2012 and 2011 (in thousands):

	Revenue
	Three months ended
	December 31,
	2012		2011
Pharmaceutical Distribution	$	21,082,711	$	20,134,050
Other		427,890		209,325
Intersegment eliminations		(44,287)		(31,453)
Revenue	$	21,466,314	$	20,311,922

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

	Operating Income
	Three months ended
	December 31,
	2012		2011
Pharmaceutical Distribution	$	268,629	$	275,372
Other		20,559		9,606
Employee severance, litigation and other		(1,929)		(3,559)
Operating income		287,259		281,419
Other income		(23)		(1)
Interest expense, net		18,698		22,576
Income before income taxes	$	268,584	$	258,844

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

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Consolidated Statements of Operations (Unaudited) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Consolidated Statements of Operations [Abstract]
Revenue	$ 21,466,314	$ 20,311,922
Cost of goods sold	20,794,390	19,728,005
Gross profit	671,924	583,917
Operating expenses:
Distribution, selling, and administrative	342,213	268,893
Depreciation	33,712	25,583
Amortization	6,811	4,463
Employee severance, litigation and other	1,929	3,559
Operating income	287,259	281,419
Other income	(23)	(1)
Interest expense, net	18,698	22,576
Income before income taxes	268,584	258,844
Income taxes	106,359	98,887
Income from continuing operations	162,225	159,957
Income from discontinued operations	(6,386)	(2,159)
Net income	$ 168,611	$ 162,116
Basic earnings per share:
Continuing operations	$ 0.70	$ 0.62
Discontinued operations	$ 0.03	$ 0.01
Basic	$ 0.73	$ 0.63
Diluted earnings per share:
Continuing operations	$ 0.69	$ 0.61
Discontinued operations	$ 0.03	$ 0.01
Rounding	$ (0.01)	$ 0
Diluted	$ 0.71	$ 0.62
Weighted average common shares outstanding:
Basic	232,361	258,461
Diluted	235,992	263,084
Cash dividends declared per share of common stock	$ 0.21	$ 0.13

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Debt

3 Months Ended

Dec. 31, 2012

Debt Disclosure [Abstract]

Debt

Note 5.Debt

Debt consisted of the following (in thousands):

	December 31,		September 30,
	2012		2012
Receivables securitization facility due 2015	$	-	$	-
Multi-currency revolving credit facility at 2.22%, due 2017		-		50,839
$500,000, 5 7/8% senior notes due 2015		499,160		499,091
$400,000, 4 7/8% senior notes due 2019		397,574		397,485
$500,000, 3 1/2% senior notes due 2021		499,373		499,355
Total debt	$	1,396,107	$	1,446,770

The Company has a multi-currency senior unsecured revolving credit facility for $700 million, which was scheduled to expire in October 2016 (the “Multi-Currency Revolving Credit Facility”), with a syndicate of lenders. In November 2012, the Company entered into an amendment with the syndicate of lenders to extend the maturity date of the Multi-Currency Revolving Credit Facility to November 2017. Interest on borrowings under the Multi-Currency Revolving Credit Facility accrues at specified rates based on the Company's debt rating and ranges from 68 basis points to 155 basis points over LIBOR/EURIBOR/Bankers Acceptance Stamping Fee, as applicable (90 basis points over LIBOR/EURIBOR/Bankers Acceptance Stamping Fee at December 31, 2012). Additionally, interest on borrowings denominated in Canadian dollars may accrue at the greater of the Canadian prime rate or the CDOR rate. The Company pays facility fees to maintain the availability under the Multi-Currency Revolving Credit Facility at specified rates based on its debt rating, ranging from 7 basis points to 20 basis points, annually, of the total commitment (10 basis points at December 31, 2012). The Company may choose to repay or reduce its commitments under the Multi-Currency Revolving Credit Facility at any time. The Multi-Currency Revolving Credit Facility contains covenants, including compliance with a financial leverage ratio test, as well as others that impose limitations on, among other things, indebtedness of excluded subsidiaries and asset sales.

The Company has a commercial paper program whereby it may from time to time issue short-term promissory notes in an aggregate amount of up to $700 million at any one time. Amounts available under the program may be borrowed, repaid, and re-borrowed from time to time. The maturities on the notes will vary, but may not exceed 365 days from the date of issuance. The notes will bear interest rates, if interest bearing, or will be sold at a discount from their face amounts. The commercial paper program does not increase the Company's borrowing capacity as it is fully backed by the Company's Multi-Currency Revolving Credit Facility.There were no borrowings outstanding under the commercial paper program at December 31, 2012.

The Company has a $700 million receivables securitization facility (“Receivables Securitization Facility”), which was scheduled to expire in October 2014. In November 2012, the Company entered into an amendment to the Receivables Securitization Facility to extend the maturity date to November 2015. The Company hasavailable to it an accordion feature whereby the commitment on the Receivables Securitization Facility may be increased by up to $250 million, subject to lender approval, for seasonal needs during the December and March quarters. Interest rates are based on prevailing market rates for short-term commercial paper or LIBOR plus a program fee of 75 basis points. The Company pays anunused fee of 37.5 basis points, annually,to maintain the availability under the Receivables Securitization Facility. At December 31, 2012, there were no borrowings outstanding under the Receivables Securitization Facility.The Receivables Securitization Facility contains similar covenants to the Multi-Currency Revolving Credit Facility.

XML

Goodwill and Other Intangible Assets

3 Months Ended

Dec. 31, 2012

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

Note 4.Goodwill and Other Intangible Assets

Following is a summary of the changes in the carrying value of goodwill, by reportable segment, for the three monthsended December 31, 2012 (in thousands):

	Pharmaceutical Distribution		Other		Total
Goodwill at September 30, 2012	$	2,453,088	$	520,009	$	2,973,097
Foreign currency translation and other		(799)		3,000		2,201
Goodwill at December 31, 2012	$	2,452,289	$	523,009	$	2,975,298

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

	December 31, 2012						September 30, 2012
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Indefinite-lived
intangibles-trade
names	$	343,982	$	-	$	343,982	$	344,004	$	-	$	344,004
Finite-lived
intangibles:
Customer
relationships		279,657		(80,308)		199,349		279,656		(75,540)		204,116
Other		68,107		(37,801)		30,306		68,099		(35,771)		32,328
Total other intangible
assets	$	691,746	$	(118,109)	$	573,637	$	691,759	$	(111,311)	$	580,448

Amortization expense for other intangible assets was $6.8 million and $4.5 million in the three months ended December 31, 2012 and 2011, respectively. Amortization expense for other intangible assets is estimated to be $27.2 million in fiscal 2013, $25.4 million in fiscal 2014, $21.3 million in fiscal 2015, $20.4 million in fiscal 2016, $16.9 million in fiscal 2017, and $125.3 million thereafter.

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Stockholders' Equity and Earnings Per Share (Tables)

3 Months Ended

Dec. 31, 2012

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

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

	Three months ended
	December 31,
(in thousands)	2012	2011
Weighted average common shares outstanding - basic	232,361	258,461
Effect of dilutive securities: stock options,
restricted stock, and restricted stock units	3,631	4,623
Weighted average common shares outstanding - diluted	235,992	263,084

XML

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Dec. 31, 2012

Accounting Policies [Abstract]

Consolidation Policy Text Block

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

Basis of Accounting [Text Block]

The accompanying unaudited consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information, the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments (consisting only of normal recurring accruals, except as otherwise disclosed herein) considered necessary to present fairly the financial position as of December 31, 2012 and the results of operations and cash flows for the interim periods ended December 31, 2012 and 2011 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, 2012.

Use of Estimates, Policy [Policy Text Block]

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

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Legal Matters and Contingencies

3 Months Ended

Dec. 31, 2012

Loss Contingency [Abstract]

Legal Matters and Contingencies [Text Block]

Note 8. Legal Matters and Contingencies

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

   Qui Tam Matter

         On October 24, 2011, the Company announced that it had reached a preliminary agreement for a civil settlement (the "Preliminary Settlement") with the United States Attorney's Office for the Eastern District of New York ("USAO"), the plaintiff states and the relator (collectively, the "Plaintiffs") of claims against two of the Company's business units, ASD Specialty Healthcare, Inc. ("ASD") and International Nephrology Network ("INN"), who were named, along with Amgen Inc., in a civil case filed under the qui tam provisions of the federal and various state civil False Claims Acts. The civil case was administratively closed after the Preliminary Settlement was reached. The Company recorded a $16 million charge in fiscal year ended September 30, 2011 in connection with the Preliminary Settlement. In December 2012, the Company finalized and made all payments in connection with the settlement with the USAO, the states, and the relator. INN and ASD did not admit any liability in connection with the settlement.

         The qui tam provisions of False Claims Acts permit a private person, known as a relator, to file civil actions under these statutes on behalf of the federal and state governments. The qui tam complaint against Amgen, ASD and INN was initially filed under seal by a former Amgen employee in the United States District Court for the District of Massachusetts (the "District of Massachusetts case"). The Company first learned of the matter on January 21, 2009 when it received notice that the United States Attorney for the Eastern District of New York was investigating allegations in the sealed civil complaint. On October 30, 2009, 14 states filed a complaint to intervene in the case. However, following the resolution of a number of motions, including a motion to dismiss, filed in the United States District Court for the District of Massachusetts and appeals filed in the United States Court of Appeals for the First Circuit in connection with the matter, only six states (California, Illinois, Indiana, Massachusetts, New Mexico and New York) and the relator were permitted to proceed with their complaints until the case was administratively closed in connection with the Preliminary Settlement. The allegations in the closed case related to the distribution and sale of Amgen's anemia drug, Aranesp. ASD is a distributor of pharmaceuticals to physician practices and INN is a group purchasing organization for nephrologists and nephrology practices. The plaintiff states and/or the relator alleged that from 2002 through 2009 Amgen, ASD and INN offered remuneration to medical providers in violation of federal and state health laws to increase purchases and prescriptions of Aranesp and that these violations caused medical providers to submit false certifications and false claims for payment in violation of the federal and state civil False Claims Acts. Amgen, ASD and INN were also alleged to have caused healthcare providers to bill federal and state healthcare programs for Aranesp that was either not administered or administered, but medically unnecessary.

         The Company has learned that there are prior and subsequent filings in one or more federal district courts, including a complaint filed by one of its former employees, that are under seal and involve allegations against the Company (and/or subsidiaries or businesses of the Company, including its group purchasing organization for oncologists and its oncology distribution business) similar to those raised in the District of Massachusetts case. AmerisourceBergen Specialty Group (“ABSG”) has also received a subpoena from the USAO requesting production of documents and information relating to ABSG's Oncology Supply distribution center and pharmacy in Dothan, Alabama, which the Company believes could be related to a qui tam action that remains under seal. The Company is in the process of responding to the subpoena and is cooperating fully with the USAO. The Company cannot predict the outcome of any other pending action in which any AmerisourceBergen entity is or may become a defendant.

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

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

West Virginia Complaint

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

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Stockholders' Equity and Earnings per Share

3 Months Ended

Dec. 31, 2012

Stockholders' Equity and Earnings per Share [Abstract]

Stockholders' Equity and Earnings per Share

Note 6.Stockholders' Equity and Earnings per Share

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

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

In November 2012, the Company board of directors authorized a new program allowing the Company to purchase up to $750 million of its outstanding shares of common stock, subject to market conditions. Subsequently, in November 2012, the Company entered into an ASR transaction with a financial institution and paid $250 million for a delivery of 6.2 million shares. The initial payment of $250 million funded stock purchases of $248.5 million, $1.3 million of previously declared dividends that were scheduled to be paid in December 2012, and $0.2 million in other fees. The amount ultimately paid was based on the volume-weighted average price of the Company's common stock during the term of the ASR. The ASR transaction was settled in December 2012,at which time the Company paid the financial institution a cash settlement of $10.3 million. The Company applied 1.7 million shares for $71.2 million to the May 2012 share repurchase program, which completed its authorization under that program. The Company applied the remaining 4.5 million shares from the November 2012 ASR for $187.6 million to the November 2012 share repurchase program. The Company had $562.4 million of availability remaining under this share repurchase program as of December 31, 2012.

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

	Three months ended
	December 31,
(in thousands)	2012	2011
Weighted average common shares outstanding - basic	232,361	258,461
Effect of dilutive securities: stock options,
restricted stock, and restricted stock units	3,631	4,623
Weighted average common shares outstanding - diluted	235,992	263,084

The potentially dilutive stock options that were antidilutive for the three months ended December 31, 2012 and 2011 were1.9 million and 3.2 million, respectively.

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Employee Severance, Litigation and Other

3 Months Ended

Dec. 31, 2012

Facility Consolidations, Employee Severance and Other [Abstract]

Facility Consolidations, Employee Severance and Other

Note 7. Employee Severance, Litigation and Other

       During fiscal 2012, the Company introduced a number of initiatives, some of which were made possible as a result of efficiencies gained through the Company's ERP implementation, to improve its operating efficiency across many of its businesses and certain administrative functions. In connection with these initiatives, the Company recorded $34.7million of severance and other related costs in fiscal 2012. Other costs included an estimated $10.3 million liability to exit our participation in a multi-employer pension plan resulting from a planned AmerisourceBergen Drug Corporation (“ABDC”) distribution facility closure in fiscal 2013. Through December 31, 2012, 206 employees have been severed related to the fiscal 2012 initiatives.

       In December 2012, the Company paid $16 million to settle the Qui Tam Matter (see Note 8). The Qui Tam Matter liability was previously accrued within Litigation and Other.

       In the three months ended December 31, 2012, the Company incurred $1.4million of facility closure costs and $0.5million of acquisition costs related to business combinations.

       The following table displays the activity in accrued expenses and other from September 30, 2012 to December 31, 2012 related to the matters discussed above (in thousands):

	Employee		Litigation and
	Severance		Other		Total
Balance as of September 30, 2012	$	32,663	$	17,853	$	50,516
Expense recorded during the period		27		1,902		1,929
Payments made during the period		(3,876)		(16,458)		(20,334)
Balance as of December 31, 2012	$	28,814	$	3,297	$	32,111

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Litigation Settlements

3 Months Ended

Dec. 31, 2012

Litigation Settlements [Abstract]

Litigation Settlements

Note 9. Litigation Settlements

Antitrust Settlements

       Numerous class action lawsuits have been filed against certain brand pharmaceutical manufacturers alleging that the manufacturer, by itself or in concert with others, took improper actions to delay or prevent generic drugs from entering the market. The Company has not been named a plaintiff in any of these class actions, but has been a member of the direct purchasers' class (i.e., those purchasers who purchase directly from these pharmaceutical manufacturers). None of the class actions have gone to trial, but some have settled in the past with the Company receiving proceeds from the settlement funds. During the three months ended December 31, 2012, the Company recognized a gain of $12.3 million relating the above-mentioned class action lawsuits. These gains, which are net of attorney fees and estimated payments due to other parties, were recorded as reductions to cost of goods sold in the Company's consolidated statements of operations.

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Financial Instruments (Details) (USD $)	Dec. 31, 2012	Sep. 30, 2012
Financial Instruments (Details) [Abstract]
Other Assets Fair Value Disclosure	$ 0	$ 230,000,000
Long Term Debt	1,396,107,000	1,446,770,000
Debt Instrument Fair Value	$ 1,564,700,000	$ 1,635,600,000

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Goodwill and Other Intangible Assets (Tables)

3 Months Ended

Dec. 31, 2012

Goodwill and Other Intangible Assets (Tables) [Abstract]

Schedule Of Goodwill Text Block

	Pharmaceutical Distribution		Other		Total
Goodwill at September 30, 2012	$	2,453,088	$	520,009	$	2,973,097
Foreign currency translation and other		(799)		3,000		2,201
Goodwill at December 31, 2012	$	2,452,289	$	523,009	$	2,975,298

Schedule of Other Intangible Assets [Text Block]

	December 31, 2012						September 30, 2012
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Indefinite-lived
intangibles-trade
names	$	343,982	$	-	$	343,982	$	344,004	$	-	$	344,004
Finite-lived
intangibles:
Customer
relationships		279,657		(80,308)		199,349		279,656		(75,540)		204,116
Other		68,107		(37,801)		30,306		68,099		(35,771)		32,328
Total other intangible
assets	$	691,746	$	(118,109)	$	573,637	$	691,759	$	(111,311)	$	580,448

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Discontinued Operations (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Discontinued Operations Details [Abstract]
disposal group including discontinued operation revenue	$ 61,538	$ 48,723
disposal group including discontinued operation operating income	10,301	3,480
disposal group accounts receivable	31,035	33,202
disposal group inventory	33,218	32,327
disposal group property plant and equipment, net	100,505	95,578
Disposal Group Including Discontinued Operation Goodwill and Other Intangible Assets	57,114	56,919
disposal group other assets	1,776	962
assets of disposal group	223,648	218,988
disposal group accounts payable	10,336	14,589
disposal group accrued liabilities	17,772	14,311
disposal group other liabilities	23,347	19,938
Liabilities of Disposal Group, Including Discontinued Operation	51,455	48,838
Disposal Group Net Assets	$ 172,193	$ 170,150

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Consolidated Statements of Comprehensive Income (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Statement of Income and Comprehensive Income [Abstract]
Net income	$ 168,611	$ 162,116
Net change in foreign currency translation adjustments	(3,130)	6,460
Other	27	27
Total other comprehensive (loss) income	(3,103)	6,487
Total comprehensive income	$ 165,508	$ 168,603

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Income Taxes

3 Months Ended

Dec. 31, 2012

Income Taxes [Abstract]

Income Taxes

Note 3.Income Taxes

The Company files income tax returns in U.S. federal and state jurisdictions as well as various foreign jurisdictions. As of December 31, 2012, 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 $47.7million ($33.8 million, net of federal benefit). If recognized, these tax benefits would reduce income tax expense and the effective tax rate. Includedin this amount is $7.1million of interest and penalties, which the Company records in income tax expense.During the three months ended December 31, 2012, unrecognized tax benefits increased by $4.3 million. During the next 12 months, it is reasonably possible that state tax audit resolutions and the expiration of statutes of limitations could result in a reduction of unrecognized tax benefits by approximately $3.2 million.

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Income Taxes (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Dec. 31, 2012
Current Income Tax Expense (Benefit), Continuing Operations [Abstract]
Unrecognized Tax Benefits	$ 47.70
Unrecognized Tax Benefits That Would Impact Effective Tax Rate	33.80
Unrecognized Tax Benefits Income Tax Penalties And Interest Accrued	7.10
Unrecognized Tax Benefits Period Increase Decrease	4.30
Significant Change In Unrecognized Tax Benefits Is Reasonably Possible Amount Of Unrecorded Benefit	$ 3.20

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Discontinued Operations (Tables)

3 Months Ended

Dec. 31, 2012

Discontinued Operations Tables [Abstract]

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

		Three months ended December 31,
(in thousands)		2012		2011
Revenue	$	61,538	$	48,723
Income before income taxes	$	10,301	$	3,480

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

		December 31,		September 30,
		2012		2012
Assets:
	Accounts receivable	$	31,035	$	33,202
	Merchandise inventories		33,218		32,327
	Property and equipment, net		100,505		95,578
	Goodwill and other intangible assets		57,114		56,919
	Other assets		1,776		962
Assets held for sale			223,648		218,988
Liabilities:
	Accounts payable		10,336		14,589
	Accrued expenses and other		17,772		14,311
	Other liabilities		23,347		19,938
Liabilities held for sale			51,455		48,838
Net assets		$	172,193	$	170,150