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  March 31, 2015

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 April 30, 2015 was 219,685,548.

AMERISOURCEBERGEN CORPORATION

TABLE OF CONTENTS

	Page No.
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets, March 31, 2015 and September 30, 2014	2
Consolidated Statements of Operations for the three and six months ended March 31, 2015 and 2014	3
Consolidated Statements of Comprehensive Income for the three and six months ended March 31, 2015 and 2014	4
Consolidated Statements of Cash Flows for the six months ended March 31, 2015 and 2014	5
Notes to Consolidated Financial Statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3. Quantitative and Qualitative Disclosures About Market Risk	31
Item 4. Controls and Procedures	31
Part II. OTHER INFORMATION
Item 1. Legal Proceedings	32
Item 1A. Risk Factors	32
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 3. Defaults Upon Senior Securities	32
Item 4. Mine Safety Disclosures	32
Item 5. Other Information	32
Item 6. Exhibits	33
SIGNATURES	34

1

PART I. FINANCIAL INFORMATION

ITEM I. Financial Statements (Unaudited)

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	March 31,			September 30,
(in thousands, except share and per share data)	2015			2014
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	2,336,979		$	1,808,513
Accounts receivable, less allowances for returns and doubtful accounts: $884,810 at March 31, 2015 and $998,383 at September 30, 2014	7,560,122			6,312,883
Merchandise inventories	9,517,312			8,593,852
Prepaid expenses and other	142,410			84,957
Total current assets	19,556,823			16,800,205
Property and equipment, at cost:
Land	39,490			37,538
Buildings and improvements	407,071			359,037
Machinery, equipment and other	1,365,364			1,295,854
Total property and equipment	1,811,925			1,692,429
Less accumulated depreciation	(856,367		)	(792,847		)
Property and equipment, net	955,558			899,582
Goodwill and other intangible assets	6,122,137			3,481,744
Other assets	371,012			350,652
TOTAL ASSETS	$	27,005,530		$	21,532,183
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	18,395,154		$	15,592,834
Accrued expenses and other	649,637			561,863
Short-term debt	64,205			—
Deferred income taxes	1,116,910			1,095,463
Total current liabilities	20,225,906			17,250,160
Long-term debt	3,942,517			1,995,632
Other liabilities	920,852			329,492
Stockholders’ equity:
Common stock, $0.01 par value - authorized: 600,000,000 shares; issued and outstanding: 274,067,580 shares and 221,110,118 shares at March 31, 2015, respectively, and 271,126,753 shares and 221,908,650 shares at September 30, 2014, respectively	2,741			2,711
Additional paid-in capital	3,868,378			2,749,185
Retained earnings	728,973			1,570,429
Accumulated other comprehensive loss	(75,585		)	(52,046		)
Treasury stock, at cost: 52,957,462 shares at March 31, 2015 and 49,218,103 shares at September 30, 2014	(2,608,252		)	(2,313,380		)
Total stockholders’ equity	1,916,255			1,956,899
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	27,005,530		$	21,532,183

See notes to consolidated financial statements.

2

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three months ended						Six months ended
	March 31,						March 31,
(in thousands, except per share data)	2015			2014			2015			2014
Revenue	$	32,669,267		$	28,455,903		$	66,257,869		$	57,632,265
Cost of goods sold	31,757,291			27,726,310			64,593,594			56,214,447
Gross profit	911,976			729,593			1,664,275			1,417,818
Operating expenses:
Distribution, selling, and administrative	442,443			376,341			858,934			740,401
Depreciation	45,699			37,968			89,472			75,287
Amortization	10,506			6,526			16,030			13,157
Warrants	752,706			5,663			1,124,111			121,960
Employee severance, litigation and other	24,871			1,967			28,374			6,269
Operating (loss) income	(364,249		)	301,128			(452,646		)	460,744
Other loss (income)	11,405			(3,783		)	12,719			(4,380		)
Interest expense, net	22,946			19,474			40,288			38,306
(Loss) income from continuing operations before income taxes	(398,600		)	285,437			(505,653		)	426,818
Income taxes	114,790			105,360			207,684			197,810
(Loss) income from continuing operations	(513,390		)	180,077			(713,337		)	229,008
Loss from discontinued operations, net of income taxes	—			—			—			(7,546		)
Net (loss) income	$	(513,390	)	$	180,077		$	(713,337	)	$	221,462
Earnings per share:
Basic earnings per share:
Continuing operations	$	(2.33	)	$	0.78		$	(3.24	)	$	1.00
Discontinued operations	—			—						(0.03		)
Rounding				—						(0.01		)
Total	$	(2.33	)	$	0.78		$	(3.24	)	$	0.96
Diluted earnings per share:
Continuing operations	$	(2.33	)	$	0.76		$	(3.24	)	$	0.97
Discontinued operations	—			—						(0.03		)
Total	$	(2.33	)	$	0.76		$	(3.24	)	$	0.94
Weighted average common shares outstanding:
Basic	220,243			229,409			219,854			229,852
Diluted	220,243			236,268			219,854			236,650
Cash dividends declared per share of common stock	$	0.290		$	0.235		$	0.580		$	0.470

See notes to consolidated financial statements.

3

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three months ended						Six months ended
	March 31,						March 31,
(in thousands)	2015			2014			2015			2014
Net (loss) income	$	(513,390	)	$	180,077		$	(713,337	)	$	221,462
Other comprehensive loss:
Net change in foreign currency translation adjustments	(18,108		)	(3,173		)	(26,838		)	(8,615		)
Other	3,250			(265		)	3,299			(416		)
Total other comprehensive loss	(14,858		)	(3,438		)	(23,539		)	(9,031		)
Total comprehensive (loss) income	$	(528,248	)	$	176,639		$	(736,876	)	$	212,431

See notes to consolidated financial statements.

4

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six months ended March 31,
(in thousands)	2015			2014
OPERATING ACTIVITIES
Net (loss) income	$	(713,337	)	$	221,462
Loss from discontinued operations	—			7,546
(Loss) income from continuing operations	(713,337		)	229,008
Adjustments to reconcile (loss) income from continuing operations to net cash provided by operating activities:
Depreciation, including amounts charged to cost of goods sold	89,436			76,395
Amortization, including amounts charged to interest expense	18,394			15,556
(Benefit) provision for doubtful accounts	(606		)	13,095
Benefit for deferred income taxes	(5,717		)	(11,143		)
Warrant expense	1,124,111			121,960
Share-based compensation	33,408			22,018
Loss on sale of business	7,814			—
Other	(3,587		)	(6,309		)
Changes in operating assets and liabilities, excluding the effects of acquisitions and divestitures:
Accounts receivable	(810,902		)	(495,495		)
Merchandise inventories	(611,235		)	(1,486,055		)
Prepaid expenses and other assets	(54,138		)	27,083
Accounts payable, accrued expenses, and income taxes	2,566,923			1,612,833
Other liabilities	(1,880		)	1,253
Net cash provided by operating activities - continuing operations	1,638,684			120,199
Net cash used in operating activities - discontinued operations	—			(7,546		)
NET CASH PROVIDED BY OPERATING ACTIVITIES	1,638,684			112,653
INVESTING ACTIVITIES
Capital expenditures	(105,201		)	(125,392		)
Cost of acquired companies, net of cash acquired	(2,603,918		)	(9,103		)
Proceeds from sale of business	18,498			—
Other	1,168			6,360
NET CASH USED IN INVESTING ACTIVITIES	(2,689,453		)	(128,135		)
FINANCING ACTIVITIES
Long-term debt borrowings	1,996,390			—
Borrowings under revolving and securitization credit facilities	33,076			16,133,500
Repayments under revolving and securitization credit facilities	(18,685		)	(16,133,500		)
Purchases of common stock	(316,480		)	(251,961		)
Exercises of stock options, including excess tax benefits of $66,032 and $22,670 in fiscal 2015 and 2014, respectively	141,895			59,675
Cash dividends on common stock	(128,119		)	(108,397		)
Purchases of capped call options	(100,000		)	(211,397		)
Debt issuance costs and other	(28,842		)	(6,714		)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	1,579,235			(518,794		)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	528,466			(534,276		)
Cash and cash equivalents at beginning of period	1,808,513			1,231,006
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	2,336,979		$	696,730

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 March 31, 2015 and the results of operations and cash flows for the interim periods ended March 31, 2015 and 2014 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, 2014.

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.

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”).  ASU 2014-09 supersedes the revenue recognition requirements in Accounting Standards Codification 605 — Revenue Recognition and most industry-specific guidance throughout the Codification.  ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers.  The standard’s core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within those reporting periods.  Early adoption is not permitted under GAAP and either full or modified retrospective application is required.  In April 2015, the Financial Accounting Standards Board issued an exposure draft of the proposed ASU that will delay the effective date of ASU 2014-09 by one year and also permit entities to adopt the standard as early as the original public entity effective date.  The Company has not yet selected a transition method and is currently evaluating the impact of adopting this new accounting guidance.

In April 2015, the Financial Accounting Standards Board issued Accounting Standards Update No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”).   ASU 2015-03 is the result of the Financial Accounting Standards Board’s simplification initiative intended to improve U.S. GAAP by reducing costs and complexity while maintaining or enhancing the usefulness of related financial statement information.  ASU 2015-03 specifies that debt issuance costs related to a note shall be reported in the balance sheet as a direct reduction from the face amount of the note.  ASU 2015-03 is effective for annual reporting periods beginning after December 15, 2015, and interim periods within those fiscal years.  ASU 2015-03 will require the Company to reclassify its capitalized debt issuance costs currently recorded as assets on the consolidated condensed balance sheets.  ASU 2015-03 will have no effect on the Company’s results of operations or liquidity.

As of March 31, 2015, there were no other recently issued accounting standards that will have a material impact on the Company’s financial position or results of operations upon their adoption.

6

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 2.  Acquisition

On February 24, 2015, the Company acquired MWI Veterinary Supply, Inc. (“MWI”) for a purchase price of $2.6 billion.  MWI is a leading animal health distribution company in the United States and in the United Kingdom.  MWI’s annual revenues are estimated to be approximately $3.0 billion.  For reportable segment presentation, MWI’s operating results are included within Other.

The purchase price has been preliminarily allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of the acquisition.  The preliminary allocation is pending finalization of the appraisals of intangible assets and the corresponding deferred taxes, as well as the finalization of the working capital account balances. There can be no assurance that the estimated amounts recorded represent the final purchase price allocation.  The purchase price currently exceeds the estimated fair value of the net tangible and intangible assets acquired by $1.2 billion, which was allocated to goodwill.  The estimated fair value of accounts receivable, inventory, and accounts payable acquired was $384.9 million, $440.0 million and $365.1 million, respectively.  The estimated fair value of the intangible assets acquired of $1.5 billion consists of customer relationships of $1.1 billion, a trade name of $344.0 million, and software technology of $11.0 million.  The Company established an estimated deferred tax liability of $562.7 million primarily in connection with the intangible assets acquired.  The Company is amortizing the estimated fair values of the acquired customer relationships and software technology over the remaining estimated useful lives of 20 years and 8 years, respectively.  The trade name has been determined to have an indefinite life.  Goodwill and intangibles resulting from the acquisition are not expected to be deductible for income tax purposes.

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 March 31, 2015, 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 $54.7 million ($38.6 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 $8.5 million of interest and penalties, which the Company records in income tax expense.  During the six months ended March 31, 2015, unrecognized tax benefits increased by $4.1 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 $6.7 million.

In March 2013, the Company issued Warrants (as defined in Note 6) in connection with various agreements and arrangements with Walgreens Boots Alliance, Inc. (“WBA”), as successor in interest to Walgreen Co. (“Walgreens”) and Alliance Boots GmbH (“Alliance Boots”).  As of the date of issuance, the Warrants were valued at $242.4 million, which approximates the amount that will be deductible for income tax purposes.  The fair value of the Warrants as of March 31, 2015 was $2,743.8 million.  The excess of the fair value of the Warrants over the initial value is not tax deductible.  As a result, in periods where the fair value of the Warrants exceeds the initial value, the Company’s effective income tax rate will be higher than its normal historical rate.

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 six months ended March 31, 2015 (in thousands):

7

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

	Pharmaceutical Distribution			Other			Total
Goodwill at September 30, 2014	$	2,400,926		$	547,576		$	2,948,502
Goodwill recognized in connection with acquisitions	17,048			1,177,529			1,194,577
Goodwill disposed in connection with divestiture	(3,605		)	—			(3,605		)
Foreign currency translation	—			(3,053		)	(3,053		)
Goodwill at March 31, 2015	$	2,414,369		$	1,722,052		$	4,136,421

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

	March 31, 2015							September 30, 2014
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Indefinite-lived intangibles - trade names	$	685,055	$	—		$	685,055	$	343,707	$	—		$	343,707
Finite-lived intangibles:
Customer relationships	1,377,500		(110,162		)	1,267,338		268,208		(98,412		)	169,796
Other	77,153		(43,830		)	33,323		71,114		(51,375		)	19,739
Total other intangible assets	$	2,139,708	$	(153,992	)	$	1,985,716	$	683,029	$	(149,787	)	$	533,242

Amortization expense for finite-lived intangible assets was $16.0 million and $13.2 million in the six months ended March 31, 2015 and 2014, respectively.  Amortization expense for finite-lived intangible assets is estimated to be $55.4 million in fiscal 2015, $78.7 million in fiscal 2016, $75.5 million in fiscal 2017, $73.4 million in fiscal 2018, $72.9 million in fiscal 2019, and $961.8 million thereafter.

8

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 5.  Debt

Debt consisted of the following (in thousands):

	March 31,		September 30,
	2015		2014
Multi-currency revolving credit facility due 2019	$	—	$	—
Receivables securitization facility due 2017	—		—
Revolving credit note	—		—
Overdraft facility	14,205		—
Term loan	1,000,000		—
$600,000, 1.15% senior notes due 2017	599,550		599,379
$400,000, 4.875% senior notes due 2019	398,287		398,122
$500,000, 3.50% senior notes due 2021	499,532		499,497
$500,000, 3.40% senior notes due 2024	498,706		498,634
$500,000, 3.25% senior notes due 2025	497,369		—
$500,000, 4.25% senior notes due 2045	499,073		—
Total debt	$	4,006,722	$	1,995,632
Less current portion	64,205		—
Total, net of current portion	$	3,942,517	$	1,995,632

The Company has a $1.4 billion multi-currency senior unsecured revolving credit facility, which expires in August 2019 (the “Multi-Currency Revolving Credit Facility”), with a syndicate of lenders.  Interest on borrowings under the Multi-Currency Revolving Credit Facility accrues at specified rates based on the Company’s debt rating and ranges from 69 basis points to 110 basis points over LIBOR/EURIBOR/Bankers Acceptance Stamping Fee, as applicable (90 basis points over LIBOR/EURIBOR/Bankers Acceptance Stamping Fee at March 31, 2015).  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 6 basis points to 15 basis points, annually, of the total commitment (10 basis points at March 31, 2015).  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, with which the Company was compliant as of March 31, 2015.

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 $1.4 billion 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 March 31, 2015.

The Company has a $950 million receivables securitization facility (“Receivables Securitization Facility”), which was scheduled to expire in June 2016.  In December 2014, the Company entered into an amendment to the Receivables Securitization Facility to extend the maturity date to December 2017.  The Company has available to it an accordion feature whereby the commitment on the Receivables Securitization Facility may be increased by up to $250 million, subject to lender approval, for seasonal needs during the December and March quarters.  Interest rates are based on prevailing market rates for short-term commercial paper or LIBOR plus a program fee of 75 basis points.  The Company pays an unused fee of 40 basis points, annually, to maintain the availability under the Receivables Securitization Facility.  The Receivables Securitization Facility contains similar covenants to the Multi-Currency Revolving Credit Facility, with which the Company was compliant as of March 31, 2015.

9

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The Company has an uncommitted, unsecured line of credit available to it pursuant to a revolving credit note (“Revolving Credit Note”).  The Revolving Credit Note provides the Company with the ability to request short-term unsecured revolving credit loans from time to time in a principal amount not to exceed $75 million.  The Revolving Credit Note may be decreased or terminated by the bank or the Company at any time without prior notice.  MWI also has an uncommitted U.K. overdraft facility (“Overdraft Facility”), which allows it to borrow up to £20 million to fund short term normal trading cycle fluctuations.  The Overdraft Facility expires in November 2016.

In February 2015, the Company entered into a $1.0 billion term loan credit agreement (“Term Loan”), which matures in 2020.  The Term Loan is subject to quarterly principal payments equal to (1) 1.25% of the aggregate principal amount of the Term Loan beginning with the first quarterly principal payment to and including the third anniversary of the first quarterly principal payment, and (2) thereafter, 2.50% of the aggregate principal amount of the Term Loan, with the remaining balance of the Term Loan due upon maturity.  The Term Loan will bear interest at a rate equal either to a base rate plus a margin or a LIBOR rate plus a margin.  The margin will be based on the public debt ratings of the Company and ranges from 75 basis points to 125 basis points over a LIBOR rate (100 basis points at March 31, 2015) and 0 to 25 basis points over a base rate.  The Term Loan contains similar covenants to the Multi-Currency Revolving Credit Facility, with which the Company was compliant as of March 31, 2015.

In February 2015, the Company issued $500 million of 3.25% senior notes due March 1, 2025 (the “2025 Notes”) and $500 million of 4.25% senior notes due March 1, 2045 (the “2045 Notes”).  The 2025 Notes were sold at 99.47% of the principal amount and have an effective yield of 3.31%.  The 2045 Notes were sold at 99.81% of the principal amount and have an effective yield of 4.26%.  The interest on the 2025 and 2045 Notes is payable semi-annually in arrears, commencing on September 1, 2015.  The 2025 and 2045 Notes rank pari passu to the Multi-Currency Revolving Credit Facility, the Revolving Credit Note, the Overdraft Facility, the $600 million 1.15% senior notes due in 2017, the $400 million 4.875% senior notes due in 2019, the $500 million 3.50% senior notes due in 2021, and the $500 million 3.40% senior notes due in 2024.

The Company used the proceeds from Term Loan, the 2025 Notes and the 2045 Notes to finance a portion of the $2.6 billion purchase price of MWI.

Note 6.  Stockholders’ Equity and Earnings per Share

In November 2014, the Company’s board of directors increased the quarterly cash dividend by 23% from $0.235 per share to $0.29 per share.

In August 2013, 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.  During the six months ended March 31, 2015, the Company purchased 1.9 million shares of its common stock for a total of $148.3 million under this program, which excluded $18.0 million of fiscal 2014 purchases that cash settled in October 2014.  The Company had $427.0 million of availability remaining under this share repurchase program as of March 31, 2015.

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

10

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 (UNAUDITED)

The Company valued these Warrants as of March 18, 2013 (date of issuance) and revised the valuation each subsequent quarter.  As of March 31, 2015 the Warrants with an exercise price of $51.50 were valued at $61.22 per share and the Warrants with an exercise price of $52.50 were valued at $59.67 per share.  In total, the Warrants were valued at $2,743.8 million as of March 31, 2015.  Refer to “Critical Accounting Policies and Estimates — Warrants” in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014 for a more detailed description of the accounting for the Warrants.

The Company has taken steps to mitigate the potentially dilutive effect that the exercise of the Warrants could have by hedging a portion of its future obligation to deliver common stock with a financial institution and repurchasing additional shares of its common stock for the Company’s own account over time.  In June 2013, the Company commenced its hedging strategy by entering into a contract with a financial institution pursuant to which it has executed a series of issuer capped call option transactions (“Capped Calls”).  The Capped Calls give the Company the right to buy shares of its common stock subject to the Warrants at specified prices at maturity, should the Warrants be exercised in 2016 and 2017 and were initially intended to cover approximately 60% of the shares subject to the Warrants at the time the Company entered into the transactions.  If the Warrants are exercised, the Company will use a majority of the proceeds to repurchase its shares under the Capped Calls.  The Capped Calls are subject to a “cap” price.  If the Company’s share price exceeds the “cap” price in the Capped Calls at the time the Warrants are exercised, the number of shares that will be delivered to the Company under the Capped Calls will be reduced, and accordingly, will cover less than 60% of the shares of common stock subject to the Warrants.  This hedge transaction was completed in January 2014, and included the purchase of Capped Calls on a total of 27.2 million shares of the Company’s common stock for a total premium of $368.7 million.

Based upon the Company’s recent share price, the number of shares of common stock the Company expects to receive under the Capped Calls at maturity has been reduced.  Therefore, the Company amended certain of the Capped Calls to increase their “cap” price to continue to address the potentially dilutive effect of the Warrants.  The Company paid a premium of $100.0 million in January 2015 to increase the cap price on certain of the Capped Calls subject to the warrants that become exercisable in 2016.  The Capped Calls permit the Company to acquire shares of its common stock at strike prices of $51.50 and $52.50 and have expiration dates ranging from February 2016 through October 2017.  The Capped Calls permit net share settlement, which is limited by caps on the market price of the Company’s common stock.  The Company has accounted for the Capped Calls as equity contracts and therefore, the above premiums were recorded as a reduction to paid-in capital.

In May 2014, the Company’s board of directors authorized a special program allowing the Company to purchase up to $650 million of its outstanding shares of common stock, subject to market conditions, to further mitigate the potentially dilutive effect of the Warrants and supplements the Company’s previously executed warrant hedging strategy.  During the six months ended March 31, 2015, the Company purchased 1.7 million shares of its common stock for a total of $132.1 million under this program, which excluded $18.0 million of fiscal 2014 purchases that cash settled in October 2014.  The Company has $265.9 million of availability remaining under this special share repurchase program as of March 31, 2015.

In March 2015, the Company supplemented its hedging strategy by entering into a contract with a financial institution pursuant to which it has executed a series of issuer call options (“Call Options”).  The Call Options give the Company the right to buy shares of its common stock subject to the Warrants at specified prices between April and October 2015.  In total, the Company purchased Call Options on six million shares of its common stock for a total premium of $80.0 million, which was accrued as of March 31, 2015.  The Company has accounted for the Call Options as equity contracts and therefore, the above premiums were recorded as a reduction to paid-in capital.

Based on the closing stock price of the Company’s common stock on March 31, 2015, the Capped Calls associated with the warrants exercisable in 2016 would have covered approximately 46% of the shares subject to the warrants and the Capped Calls associated with the warrants exercisable in 2017 would have covered approximately 42% of the shares subject to the warrants.  Adding the shares repurchased through March 31, 2015 under the special share repurchase program, the Company would have covered approximately 70% of the warrants exercisable in 2016.

11

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, restricted stock units, and the Warrants.

	Three months ended		Six months ended
	March 31,		March 31,
(in thousands)	2015	2014	2015	2014
Weighted average common shares outstanding - basic	220,243	229,409	219,854	229,852
Dilutive effect of stock options, restricted stock, and restricted stock units	—	4,863	—	4,985
Dilutive effect of Warrants	—	1,996	—	1,813
Weighted average common shares outstanding - diluted	220,243	236,268	219,854	236,650

The potentially dilutive stock options, restricted stock, restricted stock units, and Warrants that were antidilutive for the three and six months ended March 31, 2015 were 17.4 million and 16.0 million, respectively, and 2.3 million and 1.8 million for the three and six months ended March 31, 2014, respectively.

Note 7. 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 Matters

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

The Company has learned that there are filings in one or more federal district courts, including a qui tam complaint filed by one of its former employees, that are under seal and may involve allegations against the Company (and/or subsidiaries or businesses of the Company, including its group purchasing organization for oncologists and its oncology distribution business) relating to its distribution of certain pharmaceutical products to providers. The Company and AmerisourceBergen Specialty Group (“ABSG”) have also received subpoenas from the United States Attorney’s Office for the Eastern District of New York (“USAO”) requesting production of documents and information relating to ABSG’s oncology distribution center and former pharmacy in Dothan, Alabama,

12

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 (UNAUDITED)

its group purchasing organization for oncologists, and intercompany transfers of certain oncology products, which the Company believes could be related to one or more of the qui tam actions that remain under seal. The Company is in the process of responding to the subpoenas.  The Company cannot predict the outcome of any pending action in which any AmerisourceBergen entity is or may become a defendant.

Subpoenas and Investigations

In fiscal 2012, the Company’s subsidiary, AmerisourceBergen Drug Corporation (“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 additional information related to electronically stored information and documents concerning specific customers’ purchases of controlled substances. Since fiscal 2012, ABDC has received a number of subpoenas from both the USAO and the DEA requesting additional information. In fiscal 2013 and in 2014, the Company or ABDC has also received similar subpoenas from the United States Attorney’s Office in the District of Kansas and the United States Attorney’s Office in the Northern District of Ohio in connection with grand jury proceedings 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.  As in the New Jersey matter described above, in addition to requesting information on ABDC’s diversion control program generally, the subpoenas also request documents concerning specific customers’ purchases of controlled substances.  The Company is in the process of responding to the subpoenas and requests for information.  The Company cannot predict the outcome of these matters.

State Proceedings

On June 26, 2012, the Attorney General of the State of West Virginia (“West Virginia”) filed a 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 January 2, 2014, West Virginia filed an Amended Complaint, which removed the claims for unjust enrichment, medical monitoring and antitrust violations and named two additional plaintiffs, the West Virginia Department of Military Affairs and Public Safety and the West Virginia Department of Health and Human Resources (together with West Virginia, “Plaintiffs”).  On January 13, 2015, Plaintiffs filed a Second Amended Complaint under seal, which reasserted an unjust enrichment claim.  Plaintiffs also filed an accompanying motion to modify the protective order so that the Second Amended Complaint may be unsealed and served on all defendants.  On April 6, 2015, ABDC filed a renewed motion to dismiss and to strike the Second Amended Complaint.  The Company cannot predict the outcome of this matter.

On March 10, 2015, the County of Fulton, Georgia (“County”), through its County Attorney R. David Ware, filed a complaint in the Superior Court for Fulton County, Georgia, against a number of pharmaceutical wholesalers, including the Company’s subsidiary ABDC.  The complaint alleges that ABDC and other defendants failed to maintain effective controls against the diversion of controlled substances, failed to maintain records, and failed to report suspicious orders in violation of the Georgia Controlled Substances Act and the Georgia Pharmacy Practice Act.  The complaint also alleges that the defendants acted negligently in the marketing, promotion, and distribution of controlled substances by failing to guard against misconduct by physicians, pharmacists, and other parties who diverted controlled substances for illegitimate users.  The complaint further asserts that defendants

13

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 (UNAUDITED)

were unjustly enriched by such conduct and created a public nuisance.  The County seeks injunctive relief and a trial by jury to determine damages.    The defendants filed a Notice of Removal on April 14, 2015 and filed a motion to dismiss on April 21, 2015. The Company cannot predict the outcome of this matter.

Note 8.  Litigation Settlements

Antitrust Settlements

Numerous class action lawsuits have been filed against certain brand pharmaceutical manufacturers alleging that the manufacturer, by itself or in concert with others, took improper actions to delay or prevent generic drugs from entering the market.  The Company has not been named a plaintiff in any of these class actions, but has been a member of the direct purchasers’ class (i.e., those purchasers who purchase directly from these pharmaceutical manufacturers).  None of the class actions have gone to trial, but some have settled in the past with the Company receiving proceeds from the settlement funds.  During the three and six months ended March 31, 2015, the Company recognized gains of $21.5 million, relating to the above-mentioned class action lawsuits.  During the three and six months ended March 31, 2014, the Company recognized gains of $0.8 million and $21.9 million, respectively, relating to 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 9.  Fair Value of Financial Instruments

The recorded amounts of the Company’s cash and cash equivalents, accounts receivable, and accounts payable at March 31, 2015 and September 30, 2014 approximate fair value based upon the relatively short-term nature of these financial instruments.  Within cash and cash equivalents, the Company had $875.0 million and $400.0 million of investments in money market accounts as of March 31, 2015 and September 30, 2014, respectively.  The fair values of the money market accounts were based on unadjusted quoted prices in active markets for identical assets, otherwise known as Level 1 inputs.  The recorded amount of long-term debt and the corresponding fair value as of March 31, 2015 were $3,942.5 million and $4,070.0 million, respectively.  The recorded amount of long-term debt and the corresponding fair value as of September 30, 2014 were $1,995.6 million and $2,056.6 million, respectively.  The fair values of debt were determined based on quoted market prices, otherwise known as Level 2 inputs.

Note 10.  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 AmerisourceBergen Drug Corporation (“ABDC”) and AmerisourceBergen Specialty Group (“ABSG”) operating segments.  Other consists of the AmerisourceBergen Consulting Services (“ABCS”), World Courier Group, Inc. (“World Courier”), and MWI Veterinary Supply, Inc. (“MWI”) operating segments.

The following tables illustrate reportable segment information for the three and six months ended March 31, 2015 and 2014 (in thousands):

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AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 (UNAUDITED)

	Revenue
	Three months ended						Six months ended
	March 31,						March 31,
	2015			2014			2015			2014
Pharmaceutical Distribution	$	31,762,523		$	27,932,495		$	64,745,247		$	56,555,086
Other	986,069			572,503			1,682,070			1,176,635
Intersegment eliminations	(79,325		)	(49,095		)	(169,448		)	(99,456		)
Revenue	$	32,669,267		$	28,455,903		$	66,257,869		$	57,632,265

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

	Operating Income
	Three months ended				Six months ended
	March 31,				March 31,
	2015		2014		2015		2014
Pharmaceutical Distribution	$	488,574	$	372,929	$	878,976	$	659,711
Other	64,150		43,633		109,316		79,583
Total segment operating income	$	552,724	$	416,562	$	988,292	$	739,294

15

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 (UNAUDITED)

The following table reconciles total segment operating income to (loss) income from continuing operations before income taxes (in thousands):

	(Loss) Income From Continuing
	Operations Before Income Taxes
	Three months ended						Six months ended
	March 31,						March 31,
	2015			2014			2015			2014
Total segment operating income	$	552,724		$	416,562		$	988,292		$	739,294
Gains on antitrust litigation settlements	21,483			849			21,483			21,872
LIFO expense	(151,144		)	(102,828		)	(295,168		)	(160,410		)
Acquisition related intangibles amortization	(9,735		)	(5,825		)	(14,768		)	(11,783		)
Warrant expense	(752,706		)	(5,663		)	(1,124,111		)	(121,960		)
Employee severance, litigation and other	(24,871		)	(1,967		)	(28,374		)	(6,269		)
Operating (loss) income	(364,249		)	301,128			(452,646		)	460,744
Other loss (income)	11,405			(3,783		)	12,719			(4,380		)
Interest expense, net	22,946			19,474			40,288			38,306
(Loss) income from continuing operations before income taxes	$	(398,600	)	$	285,437		$	(505,653	)	$	426,818

Segment operating income is evaluated by the chief operating decision maker of the Company before gains on antitrust litigation settlements; LIFO expense; acquisition related intangibles amortization; Warrant expense; employee severance, litigation and other; other loss (income); and interest expense, net.  All corporate office expenses are allocated to each operating segment.

16

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 related notes included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2014.

We are one of the largest global pharmaceutical sourcing and distribution services companies, helping both healthcare providers and pharmaceutical and biotech manufacturers improve patient access to products and enhance patient care.  We deliver innovative programs and services designed to increase the effectiveness and efficiency of the pharmaceutical supply chain.  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.

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 and generic pharmaceuticals (including specialty pharmaceutical products), 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 to physicians who specialize in a variety of disease states, especially oncology, and to other healthcare providers, including hospitals and dialysis clinics.  ABSG also distributes plasma and other blood products, injectible pharmaceuticals, vaccines, and other specialty products.  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.

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

Other

Other consists of the AmerisourceBergen Consulting Services (“ABCS”) operating segment, the World Courier Group, Inc. (“World Courier”) operating segment, and the MWI Veterinary Supply, Inc. (“MWI”) operating segment.  The results of operations of these 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.

17

ABCS, through a number of operating businesses, provides commercialization support services including reimbursement support programs, outcomes research, contract field staffing, patient assistance and co-pay assistance programs, adherence programs, risk mitigation services, and other market access programs to pharmaceutical and biotechnology manufacturers.  World Courier, which operates in over 50 countries, is a leading global specialty transportation and logistics provider for the biopharmaceutical industry.  MWI is a leading animal health distribution company in the United States and in the United Kingdom.  MWI sells pharmaceuticals, vaccines, parasiticides, diagnostics, micro feed ingredients, and various other products to customers in both the companion animal and production animal markets.

Recent Developments

On February 24, 2015, we acquired MWI, a leading animal health distribution company in the United States and in the United Kingdom for a price of $190.00 per share, or $2.6 billion in total.  We financed the transaction through a combination of cash and long-term debt.  In February 2015, we issued $500 million 3.25% senior notes due in 2025 and $500 million 4.25% senior notes due in 2045, and we entered into a $1.0 billion variable rate term loan, which matures in 2020 and is subject to quarterly principal payments, as defined.

Executive Summary

This executive summary provides highlights from the results of operations that follows:

·Revenue increased 14.8% and 15.0% from the prior year quarter and six month period, respectively, as a result of the gradual phase in of generic drug distribution from ABDC to Walgreens Boots Alliance, Inc. (“WBA”) in fiscal 2014, increased sales of brand and generic products (including products that treat Hepatitis C), and the strong growth of ABSG and ABCS.  Additionally, the acquisition of MWI contributed to our revenue growth in the current quarter;

·Pharmaceutical Distribution gross profit increased 22.1% and 24.2% from the prior year quarter and six month period, respectively, as the result of our strong revenue growth in brand and generic pharmaceuticals in ABDC and ABSG, greater brand and generic price appreciation, and the incremental income from ABDC’s participation in the WBA procurement joint venture;

·Total gross profit was impacted by LIFO expense, which was $151.1 million and $295.2 million in the current year quarter and six month period, respectively, in comparison to $102.8 million and $160.4 million in the prior year quarter and six month period, respectively;

·Distribution, selling, and administrative expenses increased 17.6% and 16.0% in the quarter and six month period, respectively, to support our revenue growth.  Additionally, these expenses were greater in the current year quarter due to the addition of MWI;

·Total operating expenses were impacted by Warrant expense, which was $752.7 million and $1,124.1 million in the current year quarter and six month period, respectively, in comparison to $5.7 million and $122.0 million in the prior year quarter and six month period, respectively;

·Total segment operating income increased by 32.7% and 33.7% compared to the prior year quarter and six month period, respectively, primarily due to the increase in Pharmaceutical Distribution’s gross profit and the addition of MWI; and

·Net income and diluted earnings per share in the quarter and six month period were impacted by the significant LIFO and Warrant expenses.

18

Results of Operations

Revenue

	Three months ended							Six months ended
	March 31,							March 31,
(dollars in thousands)	2015			2014			Change	2015			2014			Change
Pharmaceutical Distribution	$	31,762,523		$	27,932,495		13.7%	$	64,745,247		$	56,555,086		14.5%
Other	986,069			572,503			72.2%	1,682,070			1,176,635			43.0%
Intersegment eliminations	(79,325		)	(49,095		)	61.6%	(169,448		)	(99,456		)	70.4%
Revenue	$	32,669,267		$	28,455,903		14.8%	$	66,257,869		$	57,632,265		15.0%

Revenue increased by 14.8% and 15.0% from the prior year quarter and six month period, respectively.  The increases in revenue were primarily due to increased sales to WBA of $2.0 billion and $4.2 billion from the prior year quarter and six month period, respectively.  Fiscal 2014 revenue included the gradual phase in of the WBA generics business beginning in January 2014.  Excluding WBA, our revenue increased by 8% from the prior year quarter and six month period.  See discussions below under “Pharmaceutical Distribution” and “Other” for additional commentary regarding our revenue growth.

We currently expect our revenue in fiscal 2015 to increase in the range of 12% to 13%.  Our expected growth rate is driven in part by a full year of generic drug distribution to WBA, which was phased in during fiscal 2014.  Our future revenue growth will continue to be affected by various factors such as industry growth trends, including the introduction of new innovative brand therapies, 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 13.7% and 14.5% from the prior year quarter and six month period, respectively.  Intrasegment revenues between ABDC and ABSG have been eliminated in the presentation of total Pharmaceutical Distribution revenue.  Intrasegment revenues primarily consisted of ABSG sales directly to ABDC customer sites or ABSG sales to ABDC’s facilities.  Intrasegment revenues were $1.6 billion and $1.0 billion in the quarters ended March 31, 2015 and 2014, respectively, and $3.2 billion and $2.0 billion in the six months ended March 31, 2015 and 2014, respectively.

ABDC’s revenue of $27.6 billion and $56.2 billion in the quarter and six months ended March 31, 2015 increased 13.4% and 14.3%, respectively, from the prior year periods (before intrasegment eliminations).  The increase in ABDC’s revenue was primarily due to increased sales to WBA of $2.0 billion and $4.2 billion in the quarter and six months ended March 31, 2015 (as noted above); increased sales of products that treat Hepatitis C; and overall market growth.

ABSG’s revenue of $5.8 billion and $11.7 billion in the quarter and six months ended March 31, 2015 increased 25.3% and 25.5%, respectively, from the prior year periods (before intrasegment eliminations).  The increase in ABSG’s revenue was due to the continued growth in our blood products, vaccine and physician office distribution businesses, the impact of manufacturer shifts of certain infused oncology products from full line distribution to specialty distribution, an increase in sales in our third party logistics business, and the growth in oncology product sales (including an increase in sales to community oncologists).  Excluding the impact of the manufacturer shifts of certain infused oncology products from full line distribution to specialty distribution, ABSG revenue grew by 15.8% and 16.2% in the quarter and six months ended March 31, 2015, respectively.

19

A portion of ABSG’s revenue is generated from the distribution of pharmaceuticals to physicians who specialize in a variety of disease states, especially oncology.  Community oncologists and other specialty physicians that administer drugs under Medicare Part B continue to be impacted by lower reimbursement rates for specialty pharmaceutical drugs.  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.  Since ABSG provides a number of services to or through physicians, any changes affecting this service channel could result in revenue reductions.  (Refer to Item 1A. Risk Factors, in our Annual Report on Form 10-K for the fiscal year ended September 30, 2014 for a more detailed description of this business risk.)

A number of our contracts with customers or group purchasing organizations (“GPOs”) are typically subject to expiration each year.  We may lose a significant customer or GPO relationship if any existing contract with such customer or GPO expires without being extended, renewed, or replaced.  During the six months ended March 31, 2015, no significant contracts expired.  Our contract with Express Scripts, Inc. (“Express Scripts”) was scheduled to expire in September 2015; however, the current contract was recently extended for one year at the election of Express Scripts.  Over the next twelve months, there are no significant contracts scheduled to expire.

Other

Revenue in Other increased 72.2% and 43.0% from the prior year quarter and six month period, respectively, primarily due to the $304.3 million revenue contribution from MWI.

Gross Profit

	Three months ended							Six months ended
	March 31,							March 31,
(dollars in thousands)	2015			2014			Change	2015			2014			Change
Pharmaceutical Distribution	$	849,148		$	695,202		22.1%	$	1,601,204		$	1,289,408		24.2%
Other	192,489			136,370			41.2%	336,756			266,948			26.2%
Gains on antitrust litigation settlements	21,483			849				21,483			21,872
LIFO expense	(151,144		)	(102,828		)		(295,168		)	(160,410		)
Gross profit	$	911,976		$	729,593		25.0%	$	1,664,275		$	1,417,818		17.4%

Gross profit increased 25.0%, or $182.4 million, and 17.4%, or $246.5 million, from the prior year quarter and six month period, respectively.  These increases were due to the increase in Pharmaceutical Distribution gross profit and the increase in the gross profit of Other (see further discussion below) and was offset in part by the $48.3 million and $134.8 million increase in LIFO expense from the prior year quarter and six month period, respectively.  The increase in LIFO expense was primarily due to lower generic drug deflation resulting from the generics pricing environment, a lower number of more significant generic drugs coming off their exclusivity period, and a slight increase in brand inflation.

Pharmaceutical Distribution gross profit increased 22.1%, or $153.9 million, and 24.2%, or $311.8 million, from the prior year quarter and six month period, respectively.  These increases were due to higher brand and generic sales volume largely attributable to WBA (as noted above).  Gross profit also increased due to the growth of our specialty distribution businesses, an increase in price appreciation, and an increase in income resulting from our participation in the WBA procurement joint venture.  As a percentage of revenue, Pharmaceutical Distribution gross profit margin of 2.67% and 2.47% in the quarter and six months ended March 31, 2015 increased 18 basis points and 19 basis points from the prior year quarter and six month period, respectively.  These increases were primarily due to brand and generic manufacturer price increases and incremental income from our participation in the WBA procurement joint venture.

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Gross profit in Other increased 41.2%, or $56.1 million, and 26.2%, or $69.8 million, from the prior year quarter and six month period, respectively.  These increases were primarily due to the contribution of our MWI acquisition, and, to a lesser extent, the increase in ABCS and World Courier’s revenue.  As a percentage of revenue, gross profit margin in Other of 19.5% in the quarter ended March 31, 2015 decreased from 23.8% in the prior year quarter.  As a percentage of revenue, gross profit margin in Other of 20.0% in the six months ended March 31, 2015 decreased from 22.7% in the prior year six month period.  These decreases were primarily due to the contribution from our MWI acquisition and the increase in ABCS distribution revenue, both of which have a lower gross profit margin in comparison to other businesses within Other.

We recognized gains of $21.5 million and $0.8 million from antitrust litigation settlements with pharmaceutical manufacturers during the quarters ended March 31, 2015 and 2014, respectively.  We recognized gains of $21.5 million and $21.9 million from antitrust litigation settlements with pharmaceutical manufacturers during the six months ended March 31, 2015 and 2014, respectively.  The gains were recorded as reductions to cost of goods sold.

Our cost of goods sold for interim periods includes a last-in, first-out (“LIFO”) provision that is based on our estimated annual LIFO provision.  The annual LIFO provision, which we estimate on a quarterly basis, is affected by expected changes in inventory quantities, product mix, and manufacturer pricing practices, which may be impacted by market and other external influences, many of which are difficult to predict.  Changes to any of the above factors can have a material impact to our annual LIFO provision.

Operating Expenses

	Three months ended					Six months ended
	March 31,					March 31,
(dollars in thousands)	2015		2014		Change	2015		2014		Change
Distribution, selling and administrative	$	442,443	$	376,341	17.6%	$	858,934	$	740,401	16.0%
Depreciation and amortization	56,205		44,494		26.3%	105,502		88,444		19.3%
Warrants	752,706		5,663			1,124,111		121,960
Employee severance, litigation and other	24,871		1,967			28,374		6,269
Total operating expenses	$	1,276,225	$	428,465		$	2,116,921	$	957,074

Distribution, selling and administrative expenses increased 17.6%, or $66.1 million, from the prior year quarter, and increased 16.0%, or $118.5 million from the prior year six month period, primarily to support the increase in our revenue, including the WBA volume, which was not fully phased in during the prior year periods.  More specifically, expenses related to payroll and delivery were higher in the current year quarter and six month period.  In addition, operating expenses in the current year quarter were higher due to our recent acquisition of MWI.  As a percentage of revenue, distribution, selling and administrative expenses were 1.35% and 1.30% in the current year quarter and six month period ended March 31, 2015, respectively, and represents an increase of 3 basis points and 2 basis points, respectively, in comparison to the prior year periods.

Depreciation expense increased from the prior year periods due to an increase in the amount of capital projects being depreciated.  Amortization expense increased from prior year periods primarily due to the amortization of newly acquired intangible assets resulting from the MWI acquisition.

Warrant expense increased significantly from the prior year periods primarily due to the increase in our stock price.  The Warrants were issued in March 2013 in connection with the agreements and arrangements that define our strategic relationship with WBA.  Warrant expense is largely dependent upon changes in our stock price, therefore, future Warrant expense could fluctuate

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significantly.  (Refer to “Critical Accounting Policies and Estimates — Warrants” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2014 for a more detailed description of the accounting for the Warrants.)

Employee severance, litigation and other for the quarter ended March 31, 2015 included $24.3 million of deal-related transaction costs (primarily related to professional fees with respect to the MWI acquisition) and $0.5 million of employee severance and other costs.  Employee severance, litigation and other for the six months ended March 31, 2015 included $27.3 million of deal-related transaction costs and $1.1 million of employee severance and other costs.  Employee severance, litigation and other for the quarter ended March 31, 2014 included $3.5 million of deal-related transaction costs offset in part by the net reversal of $1.5 million of employee severance and other costs. Employee severance, litigation and other for the six months ended March 31, 2014 included $5.7 million of deal-related transaction costs and $0.6 million of employee severance and other costs.

Operating Income

	Three months ended							Six months ended
	March 31,							March 31,
(dollars in thousands)	2015			2014			Change	2015			2014			Change
Pharmaceutical Distribution	$	488,574		$	372,929		31.0%	$	878,976		$	659,711		33.2%
Other	64,150			43,633			47.0%	109,316			79,583			37.4%
Total segment operating income	552,724			416,562			32.7%	988,292			739,294			33.7%
Gains on antitrust litigation settlements	21,483			849				21,483			21,872
LIFO expense	(151,144		)	(102,828		)		(295,168		)	(160,410		)
Acquisition related intangibles amortization	(9,735		)	(5,825		)		(14,768		)	(11,783		)
Warrant expense	(752,706		)	(5,663		)		(1,124,111		)	(121,960		)
Employee severance, litigation and other	(24,871		)	(1,967		)		(28,374		)	(6,269		)
Operating (loss) income	$	(364,249	)	$	301,128		-221.0%	$	(452,646	)	$	460,744		-198.2%

Segment operating income is evaluated before gains on antitrust litigation settlements; LIFO expense; acquisition related intangibles amortization; Warrant expense; and employee severance, litigation and other.

Pharmaceutical Distribution operating income increased 31.0%, or $115.6 million, and 33.2%, or $219.3 million, from the prior year quarter and six month period, respectively, due to the increase in gross profit, offset in part by the increase in operating expenses.  As a percentage of revenue, Pharmaceutical Distribution operating income margin increased 20 basis points from the prior year quarter and increased 19 basis points from the prior year six month period primarily due to manufacturer price increases and the incremental income from our participation in the WBA procurement joint venture.

Operating income in Other increased 47.0%, or $20.5 million, and 37.4%, or $29.7 million, from the prior year quarter and six month period, respectively, primarily as a result of the contribution of our recent MWI acquisition.

Total operating loss for the quarter and six month period ended March 31, 2015 was primarily driven by the significant Warrant expense resulting from the increase in the market share price of our common stock and our LIFO expense.

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Interest expense, interest income, and the respective weighted average interest rates in the quarters ended March 31, 2015 and 2014 were as follows (in thousands):

	2015				2014
	Amount			Weighted Average Interest Rate	Amount			Weighted Average Interest Rate
Interest expense	$	23,374		2.94%	$	19,577		3.85%
Interest income	(428		)	0.18%	(103		)	0.50%
Interest expense, net	$	22,946			$	19,474

Interest expense, interest income, and the respective weighted average interest rates in the six months ended March 31, 2015 and 2014 were as follows (in thousands):

	2015				2014
	Amount			Weighted Average Interest Rate	Amount			Weighted Average Interest Rate
Interest expense	$	41,265		2.98%	$	38,621		4.23%
Interest income	(977		)	0.18%	(315		)	0.48%
Interest expense, net	$	40,288			$	38,306

Interest expense, net, increased 17.8%, or $3.5 million, from the prior year quarter and 5.2%, or $2.0 million, from the prior year six month period due to the  February 2015 issuance of our $500 million 3.25% senior notes, our $500 million 4.25% senior notes, and our $1.0 billion variable-rate term loan borrowing to finance a portion of the MWI acquisition.

Income tax expense was $114.8 million and $207.7 million in the quarter and six month period ended March 31, 2015, compared to $105.4 million and $197.8 million in the prior year quarter and six month period, respectively and is determined based on our taxable income.  A significant portion of Warrant expense is not tax deductible.  As a result, our effective tax rate fluctuates significantly due to quarterly changes in the valuation of the Warrants for financial reporting purposes.

Loss from continuing operations was $513.4 million and $713.3 million in the quarter and six month period ended March 31, 2015.  Diluted loss per share from continuing operations of $2.33 and $3.24 in the quarter and six month period ended March 31, 2015 was primarily due to the increase in Warrant expense and LIFO expense.

Loss from discontinued operations, net of income taxes, includes the impact of a final purchase price adjustment related to the divestiture of AmerisourceBergen Canada Corporation in the six months ended March 31, 2014.

Liquidity and Capital Resources

The following table illustrates our debt structure at March 31, 2015, including availability under the multi-currency revolving credit facility, the receivables securitization facility, the revolving credit note and the overdraft facility (in thousands):

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	Outstanding Balance		Additional Availability
Fixed-Rate Debt:
$600,000, 1.15% senior notes due 2017	$	599,550	$	—
$400,000, 4.875% senior notes due 2019	398,287		—
$500,000, 3.50% senior notes due 2021	499,532		—
$500,000, 3.40% senior notes due 2024	498,706		—
$500,000, 3.25% senior notes due 2025	497,369		—
$500,000, 4.25% senior notes due 2045	499,073		—
Total fixed-rate debt	2,992,517		—
Variable-Rate Debt:
Term loan	1,000,000		—
Multi-currency revolving credit facility due 2019	—		1,400,000
Receivables securitization facility due 2017	—		950,000
Revolving credit note	—		75,000
Overdraft facility (£20,000)	14,205		15,387
Total variable-rate debt	1,014,205		2,440,387
Total debt	$	4,006,722	$	2,440,387

Along with our cash balances, our aggregate availability under our multi-currency revolving credit facility, our receivables securitization facility, our revolving credit note, and our overdraft facility provides us sufficient sources of capital to fund our working capital requirements.  We have increased seasonal needs related to our inventory build during the December and March quarters that, depending on our cash balance, can require the use of our credit facilities to fund short-term capital needs.  Our cash balances in the six months ended March 31, 2014 needed to be supplemented by intra-period credit facility borrowings to cover short-term working capital needs, which were higher in the six months ended March 31, 2014 due to the on-boarding of the WBA business.

We have a $1.4 billion multi-currency senior unsecured revolving credit facility, which expires in August 2019, (the “Multi-Currency Revolving Credit Facility”) with a syndicate of lenders.  Interest on borrowings under the Multi-Currency Revolving Credit Facility accrues at specified rates based on our debt rating and ranges from 69 basis points to 110 basis points over LIBOR/EURIBOR/Bankers Acceptance Stamping Fee, as applicable (90 basis points over LIBOR / EURIBOR / Bankers Acceptance Stamping Fee at March 31, 2015). 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 6 basis points to 15 basis points, annually, of the total commitment (10 basis points at March 31, 2015). 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 March 31, 2015.

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 $1.4 billion 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 March 31, 2015.

We have a $950 million receivables securitization facility (“Receivables Securitization Facility”), which was scheduled to expire in June 2016.  In December 2014, we entered into an amendment to the Receivables Securitization Facility to extend the maturity date to December 2017.  We have available to us an accordion feature whereby the commitment on the Receivables

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Securitization Facility may be increased by up to $250 million, subject to lender approval, for seasonal needs during the December and March quarters.  Interest rates are based on prevailing market rates for short-term commercial paper or LIBOR plus a program fee of 75 basis points. We pay an unused fee of 40 basis points, annually, to maintain the availability under the Receivables Securitization Facility. The Receivables Securitization Facility contains similar covenants to the Multi-Currency Revolving Credit Facility, which we are compliant with as of March 31, 2015.

We have an uncommitted, unsecured line of credit available to us pursuant to a revolving credit note (“Revolving Credit Note”).  The Revolving Credit Note provides us with the ability to request short-term unsecured revolving credit loans from time to time in a principal amount not to exceed $75 million.  The Revolving Credit Note may be decreased or terminated by the bank or us at any time without prior notice.  MWI also has an uncommitted U.K. overdraft facility (“Overdraft Facility”), which allows MWI to borrow up to £20 million to fund short term normal trading cycle fluctuations.  The Overdraft Facility expires in November 2016.

In February 2015, we entered into a $1.0 billion term loan credit agreement (“Term Loan”), which matures in 2020.  The Term Loan is subject to quarterly principal payments equal to (1) 1.25% of the aggregate principal amount of the Term Loan beginning with the first quarterly principal payment to and including the third anniversary of the first quarterly principal payment, and (2) thereafter, 2.50% of the aggregate principal amount of the Term Loan, with the remaining balance of the Term Loan due upon maturity.  The Term Loan will bear interest at a rate equal either to a base rate plus a margin or a LIBOR rate plus a margin.  The margin will be based on our public debt ratings and ranges from 75 basis points to 125 basis points over a LIBOR rate (100 basis points at March 31, 2015) and 0 to 25 basis points over a base rate.  The Term Loan contains similar covenants to the Multi-Currency Revolving Credit Facility, with which we are compliant with as of March 31, 2015.

We have $600 million of 1.15% senior notes due May 15, 2017 (the “2017 Notes”), $400 million of 4.875% senior notes due November 15, 2019 (the “2019 Notes”), $500 million of 3.50% senior notes due November 15, 2021 (the “2021 Notes”), and $500 million of 3.40% senior notes due May 15, 2024 (the “2024 Notes”).  Interest on the 2017 Notes, the 2019 Notes, the 2021 Notes, and the 2024 Notes is payable semiannually in arrears.

In February 2015, we issued $500 million of 3.25% senior notes due March 1, 2025 (the “2025 Notes”) and $500 million of 4.25% senior notes due March 1, 2045 (the “2045 Notes”).  The 2025 Notes were sold at 99.47% of the principal amount and have an effective yield of 3.31%.  The 2045 Notes were sold at 99.81% of the principal amount and have an effective yield of 4.26%.  The interest on the 2025 and 2045 Notes is payable semi-annually in arrears, commencing on September 1, 2015.  The 2025 and 2045 Notes rank pari passu to the Multi-Currency Revolving Credit Facility, the Revolving Credit Note, the 2017 Notes, the 2019 Notes, the 2021 Notes, and the 2024 Notes.

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, repurchases of shares of our common stock, and our hedging strategy (see below for further details).

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.  Future cash flows from operations and borrowings are expected to be sufficient to fund our ongoing cash requirements.

In August 2013, our board of directors approved a program allowing us to purchase up to $750 million in shares of our common stock, subject to market conditions.  During the fiscal year ended September 30, 2014, we purchased $174.7 million of our common stock under this share repurchase program.  During the six months ended March 31, 2015, we purchased $148.3 million of our common stock under this share repurchase program, which excluded $18.0 million of fiscal 2014 purchases that cash settled in October 2014.  As of March 31, 2015, we had $427.0 million of availability remaining on the $750 million repurchase program.  Excluding purchases under the $650 million special share repurchase program, (see below for further details) we currently expect to purchase $200 million of our common stock in fiscal 2015, subject to market conditions.

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If WBA exercises its right to purchase our common stock pursuant to the Warrants that we issued to them, the future issuances of shares of our common stock upon exercise of the Warrants will dilute the ownership interests of our then-existing stockholders and could adversely affect the market price of our common stock.  We have taken steps to mitigate the potentially dilutive effect that exercise of the Warrants could have by hedging a portion of our future obligation to deliver common stock with a financial institution and repurchasing additional shares of our common stock for our own account over time.

In June 2013, we commenced our hedging strategy by entering into a contract with a financial institution pursuant to which it has executed a series of issuer capped call transactions (“Capped Calls”).  The Capped Calls give us the right to buy shares of our common stock subject to the Warrants at specified prices at maturity, should the Warrants be exercised in 2016 and 2017 and were initially intended to cover approximately 60% of the shares subject to the Warrants at the time we entered into the transactions.  If the Warrants are exercised, we will use a majority of the proceeds to repurchase our shares under the Capped Calls.  If our share price exceeds the “cap” price in the Capped Calls at the time the Warrants are exercised, the number of shares that will be delivered to us under the Capped Calls will be reduced, and accordingly, will cover less than 60% of the shares of common stock subject to the Warrants.  In addition, if our future share price at the exercise dates is lower than our breakeven share price, then our purchase of the Capped Calls will have been an ineffective use of capital.  We completed this hedge transaction in January 2014.  In total, under the hedge transaction, we purchased Capped Calls on 27.2 million shares of our common stock for a total premium of $368.7 million.

Based upon our recent share price, the number of shares of common stock we expect to receive under the Capped Calls at maturity has been reduced.  Therefore, we amended certain of the Capped Calls to increase their “cap” price to continue to address the potentially dilutive effect of the Warrants.  We paid a premium of $100.0 million in January 2015 to increase the cap price on certain of the Capped Calls subject to the warrants that become exercisable in 2016.

In May 2014, our board of directors approved a special share repurchase program allowing us to purchase up to $650 million in shares of our common stock, subject to market conditions, to further mitigate the potentially dilutive effect of the Warrants and supplements our previously executed warrant hedging strategy.  During the six months ended March 31, 2015, we purchased $132.1 million under this program, which excluded $18.0 million of fiscal 2014 purchases that cash settled in October 2014.  As of March 31, 2015, we had $265.9 million of availability remaining on the special $650 million repurchase program.

In March 2015, we supplemented our hedging strategy by entering into a contract with a financial institution pursuant to which it has executed a series of issuer call options (“Call Options”).  The Call Options give us the right to buy shares of our common stock subject to the Warrants at specified prices between April and October 2015.  In total, we purchased Call Options on six million shares of our common stock for a total premium of $80.0 million, which was accrued as of March 31, 2015.

In April 2015, our board of directors approved a new special share repurchase program allowing us to repurchase up to $1 billion in shares of our common stock, subject to market conditions, to further mitigate the potentially dilutive effect of the Warrants as part of our warrant hedging strategy.  Availability under our special share repurchase programs (including the remaining availability under our $650 million special share repurchase program) will be reduced by future share repurchases, if any, of our common stock on the open market under the special programs as well as share repurchases due to the Company’s exercise of Call Options and/or Capped Calls.

Based on the closing price of our Common Stock on March 31, 2015, the Capped Calls associated with the warrants exercisable in 2016 would have covered approximately 46% of the shares subject to the warrants and the Capped Calls associated with the warrants exercisable in 2017 would have covered approximately 42% of the shares subject to the warrants.  Adding the shares repurchased through March 31, 2015 under the special share repurchase program, we would have covered approximately 70% of the warrants exercisable in 2016.  Assuming we successfully exercise the six million Call Options between April and October 2015, we will have covered approximately 95% of the warrants exercisable in 2016.  For every five dollar increase in the price of our Common Stock, our coverage on each warrant will decrease by approximately two percent, and for every five dollar decrease in the price of our Common Stock, our coverage on each warrant will increase by approximately two percent.

To the extent the Capped Calls, share repurchases and Call Options do not fully mitigate the dilutive effect of the Warrants, we intend to consider repurchasing additional shares of our common stock and other measures, which may include additional amendments to the Capped Calls or the purchase of additional Call Options.  The amount of dilution that we would be able to mitigate

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will depend on the relative costs and benefits of such a transaction, considering factors such as:  our financial performance, the current and future share price of our common stock, our expected cash flows, competing priorities for capital, and overall market conditions.

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.  The amount of variable-rate debt fluctuates during the year based on our working capital requirements.  In the quarter ended March 31, 2015, we used a $1.0 billion variable rate term loan to finance a portion of the MWI acquisition price.  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 March 31, 2015.

We also have market risk exposure to interest rate fluctuations relating to our cash and cash equivalents.  We had $2.3 billion in cash and cash equivalents at March 31, 2015.  The unfavorable impact of a hypothetical decrease in interest rates on cash and cash equivalents would be partially offset by the favorable impact of such a decrease on variable-rate debt.  For every $100 million of cash invested that is in excess of variable-rate debt, a 10 basis point decrease in interest rates would increase our annual net interest expense by $0.1 million.

We are exposed to foreign currency and exchange rate risk from our non-U.S. operations.  Our largest exposure to foreign exchange rates exists primarily with the Canadian Dollar, the Euro, the U.K. Pound Sterling, and the Brazilian Real.  We may utilize foreign currency denominated forward contracts to hedge against changes in foreign exchange rates.   We may use derivative instruments to hedge our foreign currency exposure, but not for speculative or trading purposes.  As of March 31, 2015, we had one foreign currency denominated contract outstanding that hedges the foreign currency exchange risk of a C$50.0 million note that we received in conjunction with the sale of a Canadian business in May 2013.

Changes in the price and volatility of our common stock may have a significant impact on the fair value of the Warrants issued to WBA (see Note 6).  As of March 31, 2015, a one dollar change in our common stock, holding other assumptions constant, would increase or decrease the fair value of the Warrants by approximately $45 million and a one percent change in volatility, holding other assumptions constant, would have no impact on the fair value of the Warrants.

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 March 31, 2015 (in thousands):

	Payments Due by Period
	Total		Within 1 Year		1-3 Years		4-5 Years		After 5 Years
Debt, including interest payments	$	5,059,878	$	178,902	$	916,788	$	1,452,688	$	2,511,500
Operating leases	356,575		63,743		108,747		81,357		102,728
Other commitments	113,846		77,716		31,451		4,679		—
Total	$	5,530,299	$	320,361	$	1,056,986	$	1,538,724	$	2,614,228

We have commitments to purchase product from influenza vaccine manufacturers through the 2015/2016 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 $47.1 million as of March 31, 2015, all of which represents our commitment over the next twelve months, and are included in “Other commitments” in the above table.

We have outsourced to IBM Global Services (“IBM”) a significant portion of our corporate and ABDC information technology activities.  The remaining commitment under our arrangement, as amended in May 2014, which expires in June 2018, is

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approximately $55.6 million as of March 31, 2015, of which $25.8 million represents our commitment over the next twelve months, and is included in “Other commitments” in the above table.

Our liability for uncertain tax positions was $54.7 million (including interest and penalties) as of March 31, 2015.  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 six months ended March 31, 2015, our operating activities provided $1.6 billion of cash in comparison to cash provided of $112.7 million in the prior year period.  Cash provided by operations during the six months ended March 31, 2015 was principally the result of an increase in accounts payable, accrued expenses, and income taxes of $2.6 billion and non-cash items of $1.3 billion, offset, in part, by the loss from continuing operations of $713.3 million, an increase in accounts receivable of $810.9 million, and an increase in merchandise inventories of $611.2 million.  The non-cash items were comprised primarily of $1.1 billion of warrant expense.  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.  Accounts receivable increased from September 30, 2014, reflecting our increased revenue volume, including additional sales to WBA.  We also increased our merchandise inventories at March 31, 2015 to support the increase in business volume.

We use days sales outstanding, days inventory on hand, and days payable outstanding to evaluate our working capital performance.  The below financial metrics are calculated based upon a quarterly average and can be impacted by the timing of cash receipts and disbursements, which can vary significantly depending upon the day of the week in which the month ends.

	Quarter ended March 31,		Six months ended March 31,
	2015	2014	2015	2014
Days sales outstanding	20.2	20.5	19.5	20.3
Days inventory on hand	30.1	29.3	30.2	28.1
Days payable outstanding	51.9	45.5	50.1	43.9

The increase in days payable outstanding from the prior year quarter and six month period is the result of increased purchases of generic pharmaceuticals, which have longer payment terms than brand-name pharmaceuticals.

Our cash flow from operating activities can vary significantly from period to period based on fluctuations in our period end working capital.  Operating cash uses during the six months ended March 31, 2015 included $32.7 million of interest payments and $124.9 million of income tax payments, net of refunds.

During the six months ended March 31, 2014, our operating activities provided $112.7 million of cash.  Cash provided by operations during the six months ended March 31, 2014 was principally the result of income from continuing operations of $229.0 million, an increase in accounts payable, accrued expenses, and income taxes of $1.6 billion, and non-cash items of $231.6 million, offset, in part, by an increase in merchandise inventories of $1.5 billion and an increase in accounts receivable of $495.5 million.  Accounts receivable increased from September 2013, reflecting the increased volume associated with our WBA business.  We also increased our merchandise inventories at March 31, 2014 to support the increase in volume due to the WBA business and, consistent with prior years, due to seasonal needs.  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.

Capital expenditures for the six months ended March 31, 2015 and 2014 were $105.2 million and $125.4 million, respectively.  Significant capital expenditures in the six months ended March 31, 2015 included technology initiatives, including costs related to the further development of our enterprise resource planning (“ERP”) system, costs associated with building our new national distribution center, and expansion of support facilities.  We currently expect to spend approximately $250 million for capital expenditures during fiscal 2015.  Significant capital expenditures in the six months ended March 31, 2014, included infrastructure and

28

technology-related costs to on-board the incremental WBA distribution volume, costs associated with building our new national distribution center, and other technology initiatives, including costs related to the further development of our ERP system.

Net cash provided by financing activities in fiscal 2015 included $1.0 billion of borrowing under our term loan and $996.4 million of proceeds received related to the February 2015 issuance of our 2025 Notes and 2045 Notes.  We used the proceeds from these financing activities to fund a portion of the MWI purchase price.

During the six months ended March 31, 2015 and 2014, we paid $316.5 million and $252.0 million, respectively, for purchases of our common stock.  During the six months ended March 31, 2015 and 2014, we paid $100.0 million and $211.4 million, respectively, to purchase or amend Capped Calls to hedge the potential dilution associated with the Warrants upon their exercise.

In November 2013, our board of directors increased the quarterly cash dividend by 12% from $0.21 per share to $0.235 per share.  In November 2014, our board of directors increased the quarterly cash dividend by 23% from $0.235 per share to $0.29 per share.  We anticipate that we will continue to pay quarterly cash dividends in the future.  However, the payment and amount of future dividends remains within the discretion of our board of directors and will depend upon our future earnings, financial condition, capital requirements, and other factors.

Cautionary Note Regarding Forward-Looking Statements

Certain of the statements contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this report are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Words such as “expect,” “likely,” “outlook,” “forecast,” “would,” “could,” “should,” “can,” “will,” “project,” “intend,” “plan,” “continue,” “sustain,” “synergy,” “on track,” “believe,” “seek,” “estimate,” “anticipate,” “may,” “possible,” “assume,” variations of such words, and similar expressions are intended to identify such forward-looking statements. These statements are based on management’s current expectations and are subject to uncertainty and change in circumstances. These statements are not guarantees of future performance and are based on assumptions that could prove incorrect or could cause actual results to vary materially from those indicated. Among the factors that could cause actual results to differ materially from those projected, anticipated, or implied are the following: competition; industry consolidation of both customers and suppliers resulting in increasing pressure to reduce prices for our products and services; changes in pharmaceutical market growth rates; price inflation in branded and generic pharmaceuticals and price deflation in generics; declining economic conditions in the United States and abroad; financial market volatility and disruption; substantial defaults in payment, material reduction in purchases by or the loss, bankruptcy or insolvency of a major customer; the loss, bankruptcy or insolvency of a major supplier; changes to the customer or supplier mix; the retention of key customer or supplier relationships under less favorable economics or the adverse resolution of any contract or other dispute with customers or suppliers; interest rate and foreign currency exchange rate fluctuations; the disruption of AmerisourceBergen’s cash flow and ability to return value to its stockholders in accordance with its past practices; risks associated with the strategic, long-term relationship between Walgreen Boots Alliance, Inc. and AmerisourceBergen, including with respect to the pharmaceutical distribution agreement and/or the global sourcing joint venture;  risks associated with the potential impact on AmerisourceBergen’s earnings per share resulting from the issuance of the warrants to subsidiaries of Walgreen Boots Alliance, Inc. (the “Warrants”); AmerisourceBergen’s inability to implement its hedging strategy to mitigate the potentially dilutive effect of the issuance of its common stock in accordance with the Warrants under its special share repurchase program due to its financial performance, the current and future share price of its common stock, its expected cash flows, competing priorities for capital, and overall market conditions; changes in the United States healthcare and regulatory environment; increasing governmental regulations regarding the pharmaceutical supply channel; federal and state government enforcement initiatives to detect and prevent suspicious orders of controlled substances and the diversion of controlled substances; federal and state prosecution of alleged violations of related laws and regulations, and any related litigation, including shareholder derivative lawsuits or other disputes relating to our distribution of controlled substances; increased federal scrutiny and 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; material adverse resolution of pending legal proceedings; declining reimbursement rates for pharmaceuticals; the acquisition of businesses that do not perform as expected, or that are difficult to integrate or control, including the integration of recently-acquired MWI or ability to capture all of the anticipated synergies related thereto; managing foreign expansion, including non-compliance with the U.S. Foreign Corrupt Practices Act, anti-bribery laws and economic sanctions

29

and import laws and regulations; malfunction, failure or breach of the sophisticated information systems to operate as designed; risks generally associated with data privacy regulation and the international transfer of personal data; changes in tax laws or legislative initiatives that could adversely affect AmerisourceBergen’s tax positions and/or AmerisourceBergen’s tax liabilities or adverse resolution of challenges to AmerisourceBergen’s tax positions; natural disasters or other unexpected events that affect AmerisourceBergen’s operations; and other economic, business, competitive, legal, tax, regulatory and/or operational factors affecting AmerisourceBergen’s 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) in Item 1A (Risk Factors) and Item 1 (Business) in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014 and elsewhere in that report and (ii) in other reports.

30

ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk

The Company’s most significant market risks are the effects of changing interest rates, foreign currency risk, and changes in the price and volatility of the Company’s common stock.  See the discussion under “Liquidity and Capital Resources” in Item 2 on page 27.

ITEM 4.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

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

Changes in Internal Control over Financial Reporting

During the second quarter of fiscal 2015, excluding MWI, there was no change in AmerisourceBergen Corporation’s internal control over financial reporting that materially affected, or is reasonably likely to materially affect, internal control over financial reporting. Management is currently evaluating the impact of MWI on AmerisourceBergen’s internal control over financial reporting.

31

PART II.  OTHER INFORMATION

ITEM 1.  Legal Proceedings

See Note 7 (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 1A.  Risk Factors

None.

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 March 31, 2015.

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
January 1 to January 31	—	$	—	—	$	709,133,791
February 1 to February 28	197,547	$	99.23	104,658	$	699,076,038
March 1 to March 31	60,305	$	102.92	60,305	$	692,869,282
Total	257,852			164,963

ITEM 3.  Defaults Upon Senior Securities

None.

ITEM 4.  Mine Safety Disclosures

None.

ITEM 5.  Other Information

None.

32

ITEM 6.  Exhibits

(a)Exhibits:

2.1	Agreement and Plan of Merger, dated as of January 11, 2015, by and among AmerisourceBergen Corporation, Roscoe Acquisition Corp. and MWI Veterinary Supply, Inc. (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on January 12, 2015).
4.1	Fifth Supplemental Indenture, dated as of February 20, 2015, between AmerisourceBergen Corporation and U.S. Bank National Association, as trustee, related to AmerisourceBergen Corporation’s Senior Notes due 2025 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on February 20, 2015).
4.2	Form of 3.250% Senior Notes due 2025 (incorporated by reference to Exhibit A to Fifth Supplemental Indenture, dated as of February 20, 2015 between AmerisourceBergen Corporation and U.S. Bank National Association, as trustee, related to AmerisourceBergen Corporation’s Senior Notes due 2025, which is filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on February 20, 2015).
4.3	Sixth Supplemental Indenture, dated as of February 20, 2015, between AmerisourceBergen Corporation and U.S. Bank National Association, as trustee, related to AmerisourceBergen Corporation’s Senior Notes due 2045 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on February 20, 2015).
4.4	Form of 4.250% Senior Notes due 2045 (incorporated by reference to Exhibit A to Sixth Supplemental Indenture, dated as of February 20, 2015 between AmerisourceBergen Corporation and U.S. Bank National Association, as trustee, related to AmerisourceBergen Corporation’s Senior Notes due 2045, which is filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on February 20, 2015).
10.1	Commitment Letter, dated as of January 11, 2015, among AmerisourceBergen Corporation, Bank of America, N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 12, 2015).
10.2	Term Loan Credit Agreement, dated as of February 9, 2015, among AmerisourceBergen Corporation, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 9, 2015).
10.3	Amendment to Fourth Amendment and Restatement Agreement, dated as of February 9, 2015, among AmerisourceBergen Corporation, the borrowing subsidiaries party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on February 9, 2015).
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 March 31, 2015, 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.

33

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
May 8, 2015	/s/ Steven H. Collis
	Steven H. Collis
	President and Chief Executive Officer
May 8, 2015	/s/ Tim G. Guttman
	Tim G. Guttman
	Executive Vice President
	and Chief Financial Officer

34

EXHIBIT INDEX

Exhibit
Number	Description
2.1	Agreement and Plan of Merger, dated as of January 11, 2015, by and among AmerisourceBergen Corporation, Roscoe Acquisition Corp. and MWI Veterinary Supply, Inc. (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on January 12, 2015).
4.1	Fifth Supplemental Indenture, dated as of February 20, 2015, between AmerisourceBergen Corporation and U.S. Bank National Association, as trustee, related to AmerisourceBergen Corporation’s Senior Notes due 2025 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on February 20, 2015).
4.2	Form of 3.250% Senior Notes due 2025 (incorporated by reference to Exhibit A to Fifth Supplemental Indenture, dated as of February 20, 2015 between AmerisourceBergen Corporation and U.S. Bank National Association, as trustee, related to AmerisourceBergen Corporation’s Senior Notes due 2025, which is filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on February 20, 2015).
4.3	Sixth Supplemental Indenture, dated as of February 20, 2015, between AmerisourceBergen Corporation and U.S. Bank National Association, as trustee, related to AmerisourceBergen Corporation’s Senior Notes due 2045 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on February 20, 2015).
4.4	Form of 4.250% Senior Notes due 2045 (incorporated by reference to Exhibit A to Sixth Supplemental Indenture, dated as of February 20, 2015 between AmerisourceBergen Corporation and U.S. Bank National Association, as trustee, related to AmerisourceBergen Corporation’s Senior Notes due 2045, which is filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on February 20, 2015).
10.1	Commitment Letter, dated as of January 11, 2015, among AmerisourceBergen Corporation, Bank of America, N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 12, 2015).
10.2	Term Loan Credit Agreement, dated as of February 9, 2015, among AmerisourceBergen Corporation, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 9, 2015).
10.3	Amendment to Fourth Amendment and Restatement Agreement, dated as of February 9, 2015, among AmerisourceBergen Corporation, the borrowing subsidiaries party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on February 9, 2015).
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 March 31, 2015, 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.

35

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: May 8, 2015

/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: May 8, 2015

/s/ Tim G. Guttman

Tim G. Guttman

Executive 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 March 31, 2015 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

May 8, 2015

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 March 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Tim G. Guttman, Executive Vice President, 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

Executive Vice President and Chief Financial Officer

May 8, 2015

XML

Business Segment Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Mar. 31, 2015	Mar. 31, 2014
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	$ 32,669,267	$ 28,455,903	$ 66,257,869	$ 57,632,265
Operating Income (Loss)	(364,249)	301,128	(452,646)	460,744
Gain Loss Related to Litigation Settlement	21,500	800		21,900
Warrants	(752,706)	(5,663)	(1,124,111)	(121,960)
Employee severance, litigation and other	(24,871)	(1,967)	(28,374)	(6,269)
Other loss (income)	11,405	(3,783)	12,719	(4,380)
Interest expense, net	22,946	19,474	40,288	38,306
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Cumulative Effects of Changes in Accounting Principles, Noncontrolling Interest	(398,600)	285,437	(505,653)	426,818
Operating Segments [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Operating Income (Loss)	552,724	416,562	988,292	739,294
Operating Segments [Member] | Pharmaceutical Distribution [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	31,762,523	27,932,495	64,745,247	56,555,086
Operating Income (Loss)	488,574	372,929	878,976	659,711
Operating Segments [Member] | All Other Segments [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	986,069	572,503	1,682,070	1,176,635
Operating Income (Loss)	64,150	43,633	109,316	79,583
Intersegment Elimination [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	(79,325)	(49,095)	(169,448)	(99,456)
Material Reconciling Items [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Gain Loss Related to Litigation Settlement	21,483	849	21,483	21,872
LIFO expense	(151,144)	(102,828)	(295,168)	(160,410)
Acquisition related intangibles amortization	(9,735)	(5,825)	(14,768)	(11,783)
Warrants	(752,706)	(5,663)	(1,124,111)	(121,960)
Employee severance, litigation and other	$ (24,871)	$ (1,967)	$ (28,374)	$ (6,269)

XML

Stockholders' Equity and Earnings per Share (Details 2) (USD $) In Millions, except Share data, unless otherwise specified	1 Months Ended		3 Months Ended		6 Months Ended		24 Months Ended
	Jan. 31, 2015	Nov. 30, 2014	Mar. 31, 2015	Mar. 31, 2014	Mar. 31, 2015	Mar. 31, 2014	Sep. 30, 2014	Mar. 31, 2013	Mar. 18, 2013
Stockholders' Equity and Earnings per Share [Abstract]
Cash dividends declared per share of common stock		$ 0.29	$ 0.290	$ 0.235	$ 0.580	$ 0.470
Dividend increase percentage		23.00%
Shares to which framework agreement allows open market purchases.								19,859,795
Percentage of Common Stock Purchases in Open Market Granted under Framework Agreement								7.00%
Fair Value per Share of First Tranche of Warrants			$ 61.22		$ 61.22
Fair Value per Share of Second Tranche of Warrants			$ 59.67		$ 59.67
Derivative, Cost of Hedge	$ 100.0						$ 368.7
Percentage of Warrant Dilution Intended to be Hedged with Contract					60.00%
Shares Covered Under Derivative Purchases							27,200,000
Full Value of Warrants			$ 2,743.8		$ 2,743.8				$ 242.4

XML

Goodwill and Other Intangible Assets (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Mar. 31, 2015
Goodwill [Roll Forward]
Goodwill	$ 2,948,502
Goodwill recognized in connection with acquisition	1,194,577
Goodwill disposed in connection with divestiture	(3,605)
Foreign currency translation	(3,053)
Goodwill	4,136,421
Pharmaceutical Distribution [Member]
Goodwill [Roll Forward]
Goodwill	2,400,926
Goodwill recognized in connection with acquisition	17,048
Goodwill disposed in connection with divestiture	(3,605)
Goodwill	2,414,369
All Other Segments [Member]
Goodwill [Roll Forward]
Goodwill	547,576
Goodwill recognized in connection with acquisition	1,177,529
Foreign currency translation	(3,053)
Goodwill	$ 1,722,052

XML

Litigation Settlements (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Mar. 31, 2014
Litigation Settlements [Abstract]
Gain Loss Related to Litigation Settlement	$ 21.5	$ 0.8	$ 21.9

XML

Acquisition

6 Months Ended

Mar. 31, 2015

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

Note 2.  Acquisition

On February 24, 2015, the Company acquired MWI Veterinary Supply, Inc. (“MWI”) for a purchase price of $2.6 billion.  MWI is a leading animal health distribution company in the United States and in the United Kingdom.  MWI’s annual revenues are estimated to be approximately $3.0 billion.  For reportable segment presentation, MWI’s operating results are included within Other.

The purchase price has been preliminarily allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of the acquisition.  The preliminary allocation is pending finalization of the appraisals of intangible assets and the corresponding deferred taxes, as well as the finalization of the working capital account balances. There can be no assurance that the estimated amounts recorded represent the final purchase price allocation.  The purchase price currently exceeds the estimated fair value of the net tangible and intangible assets acquired by $1.2 billion, which was allocated to goodwill.  The estimated fair value of accounts receivable, inventory, and accounts payable acquired was $384.9 million, $440.0 million and $365.1 million, respectively.  The estimated fair value of the intangible assets acquired of $1.5 billion consists of customer relationships of $1.1 billion, a trade name of $344.0 million, and software technology of $11.0 million.  The Company established an estimated deferred tax liability of $562.7 million primarily in connection with the intangible assets acquired.  The Company is amortizing the estimated fair values of the acquired customer relationships and software technology over the remaining estimated useful lives of 20 years and 8 years, respectively.  The trade name has been determined to have an indefinite life.  Goodwill and intangibles resulting from the acquisition are not expected to be deductible for income tax purposes.

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Goodwill and Other Intangible Assets (Details 5) (USD $) In Millions, unless otherwise specified	Mar. 31, 2015
Amortization expense, fiscal year maturity
2015	$ 55.4
2016	78.7
2017	75.5
2018	73.4
2019	72.9
Thereafter	$ 961.8

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Goodwill and Other Intangible Assets (Details 4) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Sep. 30, 2014
Other intangible assets
Gross carrying amount	$ 2,139,708	$ 683,029
Accumulated amortization	(153,992)	(149,787)
Net carrying amount	$ 1,985,716	$ 533,242

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Goodwill and Other Intangible Assets (Details 6) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Mar. 31, 2015	Mar. 31, 2014
Goodwill and Other Intangible Assets [Abstract]
Amortization expense	$ 10,506	$ 6,526	$ 16,030	$ 13,157

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Debt (Details) (USD $)	6 Months Ended	1 Months Ended
	Mar. 31, 2015	Feb. 28, 2015	Sep. 30, 2014
Debt Instrument [Line Items]
Short-term borrowings	$ 64,205,000
Long term debt	3,942,517,000		1,995,632,000
Total debt	4,006,722,000		1,995,632,000
Less Current Portion	64,205,000
Total, net of current portion	3,942,517,000		1,995,632,000
Receivables Securitization Facility [Member]
Debt Instrument [Line Items]
Maturity date	December 2017
Maximum borrowing capacity	950,000,000
Interest rate description	prevailing market rates for short-term commercial paper or LIBOR plus a program fee of 75 basis points.
Covenant terms	The Receivables Securitization Facility contains similar covenants to the Multi-Currency Revolving Credit Facility, with which the Company was compliant as of March 31, 2015.
Unused fee of 40 basis points	0.40%
Ability to Increase Debt Commitment Under Accordion Feature in December and March Quarters	250,000,000
Receivables Securitization Facility [Member] | London Interbank Offered Rate LIBOR [Member]
Debt Instrument [Line Items]
Variable rate spread (as a percent)	0.75%
Multi Currency Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Maturity date	August 2019
Maximum borrowing capacity	1,400,000,000
Interest rate description	69 basis points to 110 basis points over LIBOR/EURIBOR/Bankers Acceptance Stamping Fee
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, with which the Company was compliant as of March 31, 2015.
Canadian prime rate	the Canadian prime rate or the CDOR rate
Commitment fee percentage	0.10%
Debt Instrument Facility Fee Rate Effective Percentage Rate Range Minimum	0.06%
Debt Instrument Facility Fee Rate Effective Percentage Rate Range Maximum	0.15%
Multi Currency Revolving Credit Facility [Member] | LIBOR / EURIBOR / Bankers Acceptance Stamping Fee [Member]
Debt Instrument [Line Items]
Variable rate spread (as a percent)	0.90%
Multi Currency Revolving Credit Facility [Member] | LIBOR / EURIBOR / Bankers Acceptance Stamping Fee [Member] | Minimum [Member]
Debt Instrument [Line Items]
Variable rate spread (as a percent)	0.69%
Multi Currency Revolving Credit Facility [Member] | LIBOR / EURIBOR / Bankers Acceptance Stamping Fee [Member] | Maximum [Member]
Debt Instrument [Line Items]
Variable rate spread (as a percent)	1.10%
Overdraft Facility [Member]
Debt Instrument [Line Items]
Long term debt	14,205,000
Senior Notes Due 2017 [Member]
Debt Instrument [Line Items]
Face amount	600,000,000
Stated percentage	1.15%
Maturity date	May 15, 2017
Long term debt	599,550,000		599,379,000
Senior Notes Due 2019 [Member]
Debt Instrument [Line Items]
Face amount	400,000,000
Stated percentage	4.875%
Maturity date	2019
Long term debt	398,287,000		398,122,000
Senior Notes Due 2021 [Member]
Debt Instrument [Line Items]
Face amount	500,000,000
Stated percentage	3.50%
Maturity date	2021
Long term debt	499,532,000		499,497,000
Revolving Credit Note [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity	75,000,000
Commercial Paper [Member]
Debt Instrument [Line Items]
Maturity date	2019
Short-term borrowings	0
Maximum borrowing capacity	1,400,000,000
Terms of short term debt	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 $1.4 billion 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 March 31, 2015.
Senior Notes Due 2024 [Member]
Debt Instrument [Line Items]
Face amount	500,000,000
Stated percentage	3.40%
Maturity date	May 15, 2024
Long term debt	498,706,000		498,634,000
Term Loan [Member]
Debt Instrument [Line Items]
Long term debt	1,000,000,000
Maximum borrowing capacity		1,000,000,000
Term loan maturity		5 years
Quarterly principal payments 1-9		1.25%
Quarterly principal payments 10-20		2.50%
Term Loan [Member] | London Interbank Offered Rate LIBOR [Member]
Debt Instrument [Line Items]
Variable rate spread (as a percent)		1.00%
Term Loan [Member] | London Interbank Offered Rate LIBOR [Member] | Minimum [Member]
Debt Instrument [Line Items]
Variable rate spread (as a percent)		0.75%
Term Loan [Member] | London Interbank Offered Rate LIBOR [Member] | Maximum [Member]
Debt Instrument [Line Items]
Variable rate spread (as a percent)		1.25%
Term Loan [Member] | Base Rate [Member] | Minimum [Member]
Debt Instrument [Line Items]
Variable rate spread (as a percent)		0.00%
Term Loan [Member] | Base Rate [Member] | Maximum [Member]
Debt Instrument [Line Items]
Variable rate spread (as a percent)		0.25%
Senior Notes Due 2025 [Member]
Debt Instrument [Line Items]
Face amount	500,000,000	500,000,000
Stated percentage	3.25%	3.25%
Maturity date	March 1, 2025
Long term debt	497,369,000
Debt instrument issuance discount percentage		99.47%
Effective Percentage		3.31%
Senior Notes Due 2045 [Member]
Debt Instrument [Line Items]
Face amount	500,000,000	500,000,000
Stated percentage	4.25%	4.25%
Maturity date	March 1, 2045
Long term debt	499,073,000
Debt instrument issuance discount percentage		99.81%
Effective Percentage		4.26%
MWI Veterinary Supply, Inc. [Member]
Debt Instrument [Line Items]
Purchase price	$ 2,600,000,000	$ 2,600,000,000

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Summary of Significant Accounting Policies

6 Months Ended

Mar. 31, 2015

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies [Text Block]

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 March 31, 2015 and the results of operations and cash flows for the interim periods ended March 31, 2015 and 2014 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, 2014.

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.

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”).  ASU 2014-09 supersedes the revenue recognition requirements in Accounting Standards Codification 605 — Revenue Recognition and most industry-specific guidance throughout the Codification.  ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers.  The standard’s core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within those reporting periods.  Early adoption is not permitted under GAAP and either full or modified retrospective application is required.  In April 2015, the Financial Accounting Standards Board issued an exposure draft of the proposed ASU that will delay the effective date of ASU 2014-09 by one year and also permit entities to adopt the standard as early as the original public entity effective date.  The Company has not yet selected a transition method and is currently evaluating the impact of adopting this new accounting guidance.

In April 2015, the Financial Accounting Standards Board issued Accounting Standards Update No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”).   ASU 2015-03 is the result of the Financial Accounting Standards Board’s simplification initiative intended to improve U.S. GAAP by reducing costs and complexity while maintaining or enhancing the usefulness of related financial statement information.  ASU 2015-03 specifies that debt issuance costs related to a note shall be reported in the balance sheet as a direct reduction from the face amount of the note.  ASU 2015-03 is effective for annual reporting periods beginning after December 15, 2015, and interim periods within those fiscal years.  ASU 2015-03 will require the Company to reclassify its capitalized debt issuance costs currently recorded as assets on the consolidated condensed balance sheets.  ASU 2015-03 will have no effect on the Company’s results of operations or liquidity.

As of March 31, 2015, there were no other recently issued accounting standards that will have a material impact on the Company’s financial position or results of operations upon their adoption.

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Stockholders' Equity and Earnings per Share (Details 1) (USD $) In Millions, unless otherwise specified	1 Months Ended	6 Months Ended
	Oct. 31, 2014	Mar. 31, 2015	Aug. 31, 2013	May 31, 2014
August 2013 Share Repurchase Program [Member]
Equity, Class of Treasury Stock [Line Items]
Treasury Stock, Shares, Acquired		1.9
Stock Repurchase Program Remaining Authorized Amount		$ 427.0
Treasury Stock, Value Acquired, Cost Method Settlements	18.0
Stock Repurchase Program Authorized Amount			750.0
Treasury Stock Value Acquired Cost Method		148.3
May 2014 Share Repurchase Program [Member]
Equity, Class of Treasury Stock [Line Items]
Treasury Stock, Shares, Acquired		1.7
Stock Repurchase Program Remaining Authorized Amount		265.9
Treasury Stock, Value Acquired, Cost Method Settlements	18.0
Stock Repurchase Program Authorized Amount				650.0
Treasury Stock Value Acquired Cost Method		$ 132.1

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Sep. 30, 2014
Current assets:
Cash and cash equivalents	$ 2,336,979	$ 1,808,513
Accounts receivable, less allowances for returns and doubtful accounts: $884,810 at March 31, 2015 and $998,383 at September 30, 2014	7,560,122	6,312,883
Merchandise inventories	9,517,312	8,593,852
Prepaid expenses and other	142,410	84,957
Total current assets	19,556,823	16,800,205
Property and equipment, at cost:
Land	39,490	37,538
Buildings and improvements	407,071	359,037
Machinery, equipment and other	1,365,364	1,295,854
Total property and equipment	1,811,925	1,692,429
Less accumulated depreciation	(856,367)	(792,847)
Property and equipment, net	955,558	899,582
Goodwill and other intangible assets	6,122,137	3,481,744
Other assets	371,012	350,652
TOTAL ASSETS	27,005,530	21,532,183
Current liabilities:
Accounts payable	18,395,154	15,592,834
Accrued expenses and other	649,637	561,863
Short-term debt	64,205
Deferred income taxes	1,116,910	1,095,463
Total current liabilities	20,225,906	17,250,160
Long-term debt	3,942,517	1,995,632
Other liabilities	920,852	329,492
Stockholders' equity:
Common stock, $0.01 par value - authorized: 600,000,000 shares; issued and outstanding: 274,067,580 shares and 221,110,118 shares at March 31, 2015, respectively, and 271,126,753 shares and 221,908,650 shares at September 30, 2014, respectively	2,741	2,711
Additional paid-in capital	3,868,378	2,749,185
Retained earnings	728,973	1,570,429
Accumulated other comprehensive loss	(75,585)	(52,046)
Treasury stock, at cost: 52,957,462 shares at March 31, 2015 and 49,218,103 shares at September 30, 2014	(2,608,252)	(2,313,380)
Total stockholders' equity	1,916,255	1,956,899
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 27,005,530	$ 21,532,183

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Consolidated Statements of Cash Flows (Unaudited) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
OPERATING ACTIVITIES
Net (loss) income	$ (713,337)	$ 221,462
Loss from discontinued operations		7,546
(Loss) income from continuing operations	(713,337)	229,008
Adjustments to reconcile (loss) income from continuing operations to net cash provided by (used in) operating activities:
Depreciation, including amounts charged to cost of goods sold	89,436	76,395
Amortization, including amounts charged to interest expense	18,394	15,556
(Benefit) provision for doubtful accounts	(606)	13,095
Benefit for deferred income taxes	(5,717)	(11,143)
Warrant expense	1,124,111	121,960
Share-based compensation	33,408	22,018
Loss on sale of business	7,814
Other	(3,587)	(6,309)
Changes in operating assets and liabilities, excluding the effects of acquisitions and divestitures:
Accounts receivable	(810,902)	(495,495)
Merchandise inventories	(611,235)	(1,486,055)
Prepaid expenses and other assets	(54,138)	27,083
Accounts payable, accrued expenses, and income taxes	2,566,923	1,612,833
Other liabilities	(1,880)	1,253
Net cash provided by operating activities - continuing operations	1,638,684	120,199
Net cash used in operating activities - discontinued operations		(7,546)
NET CASH PROVIDED BY OPERATING ACTIVITIES	1,638,684	112,653
INVESTING ACTIVITIES
Capital expenditures	(105,201)	(125,392)
Cost of acquired companies, net of cash acquired	(2,603,918)	(9,103)
Proceeds from sale of business	18,498
Other	1,168	6,360
NET CASH USED IN INVESTING ACTIVITIES	(2,689,453)	(128,135)
FINANCING ACTIVITIES
Long- term debt borrowings	1,996,390
Borrowings under revolving and securitization credit facilities	33,076	16,133,500
Repayments under revolving and securitization credit facilities	(18,685)	(16,133,500)
Purchases of common stock	(316,480)	(251,961)
Exercises of stock options, including excess tax benefits of $66,032 and $22,670 in fiscal 2015 and 2014, respectively	141,895	59,675
Cash dividends on common stock	(128,119)	(108,397)
Purchases of capped call options	(100,000)	(211,397)
Debt issuance costs and other	(28,842)	(6,714)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	1,579,235	(518,794)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	528,466	(534,276)
Cash and cash equivalents at beginning of period	1,808,513	1,231,006
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$ 2,336,979	$ 696,730

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Stockholders' Equity and Earnings per Share (Details 4) (USD $)	6 Months Ended
	Mar. 31, 2015
First Group of Tranches [Member]
Forward Contract Indexed to Issuer's Equity [Line Items]
Forward Contract Indexed to Issuer's Equity, Forward Rate	$ 51.50
Second Group of Tranches [Member]
Forward Contract Indexed to Issuer's Equity [Line Items]
Forward Contract Indexed to Issuer's Equity, Forward Rate	$ 52.50

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Business Segment Information (Tables)

6 Months Ended

Mar. 31, 2015

Reconciliation from Segment Totals to Consolidated [Abstract]

Reconciliation of Revenue from Segments to Consolidated Text Block

The following tables illustrate reportable segment information for the three and six months ended March 31, 2015 and 2014 (in thousands):

	Revenue
	Three months ended						Six months ended
	March 31,						March 31,
	2015			2014			2015			2014
Pharmaceutical Distribution	$	31,762,523		$	27,932,495		$	64,745,247		$	56,555,086
Other	986,069			572,503			1,682,070			1,176,635
Intersegment eliminations	(79,325		)	(49,095		)	(169,448		)	(99,456		)
Revenue	$	32,669,267		$	28,455,903		$	66,257,869		$	57,632,265

Reconciliation of Operating Profit Loss from Segments to Consolidated Text Block

	Operating Income
	Three months ended				Six months ended
	March 31,				March 31,
	2015		2014		2015		2014
Pharmaceutical Distribution	$	488,574	$	372,929	$	878,976	$	659,711
Other	64,150		43,633		109,316		79,583
Total segment operating income	$	552,724	$	416,562	$	988,292	$	739,294

Reconciliation of Other Significant Reconciling Items from Segments to Consolidated Text Block

The following table reconciles total segment operating income to (loss) income from continuing operations before income taxes (in thousands):

	(Loss) Income From Continuing
	Operations Before Income Taxes
	Three months ended						Six months ended
	March 31,						March 31,
	2015			2014			2015			2014
Total segment operating income	$	552,724		$	416,562		$	988,292		$	739,294
Gains on antitrust litigation settlements	21,483			849			21,483			21,872
LIFO expense	(151,144		)	(102,828		)	(295,168		)	(160,410		)
Acquisition related intangibles amortization	(9,735		)	(5,825		)	(14,768		)	(11,783		)
Warrant expense	(752,706		)	(5,663		)	(1,124,111		)	(121,960		)
Employee severance, litigation and other	(24,871		)	(1,967		)	(28,374		)	(6,269		)
Operating (loss) income	(364,249		)	301,128			(452,646		)	460,744
Other loss (income)	11,405			(3,783		)	12,719			(4,380		)
Interest expense, net	22,946			19,474			40,288			38,306
(Loss) income from continuing operations before income taxes	$	(398,600	)	$	285,437		$	(505,653	)	$	426,818

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Stockholders' Equity and Earnings per Share (Details 5) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Mar. 31, 2015	Mar. 31, 2014
Stockholders' Equity and Earnings per Share [Abstract]
Basic	220,243,000	229,409,000	219,854,000	229,852,000
Incremental Common Shares Attributable To Share Based Payment Arrangements		4,863,000		4,985,000
Incremental Common Shares Attributable to Call Options and Warrants		1,996,000		1,813,000
Weighted Average Number of Shares Outstanding, Diluted, Total	220,243,000	236,268,000	219,854,000	236,650,000
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	17,400,000	2,300,000	16,000,000	1,800,000
Call options purchased on common stock	6,000,000		6,000,000
Total premium	$ 80.0		$ 80.0
Capped calls associated with the warrants exercisable in 2016 (as a percent)	46.00%
Capped calls associated with warrants exercisable in 2017 (as a percent)	42.00%		42.00%
Exercisable warrants covered in 2016	70.00%		70.00%

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Income Taxes (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Mar. 31, 2015	Mar. 18, 2013
Current Income Tax Expense (Benefit), Continuing Operations [Abstract]
Unrecognized tax benefits	$ 54.7
Unrecognized Tax Benefits That Would Impact Effective Tax Rate	38.6
Unrecognized Tax Benefits Income Tax Penalties And Interest Accrued	8.5
Unrecognized Tax Benefits Period Increase Decrease	4.1
Significant Change In Unrecognized Tax Benefits Is Reasonably Possible Amount Of Unrecorded Benefit	6.7
Full Value of Warrants	$ 2,743.8	$ 242.4

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Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
FINANCING ACTIVITIES
Excess tax benefit from the exercise of stock options	$ 66,032	$ 22,670

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Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Mar. 31, 2015	Sep. 30, 2014
Current assets:
Allowances for returns and doubtful accounts	$ 884,810	$ 998,383
Stockholders' equity:
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	600,000,000	600,000,000
Common stock, shares issued	274,067,580	271,126,753
Common stock, shares outstanding	221,110,118	221,908,650
Treasury stock, shares held	52,957,462	49,218,103

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Business Segment Information

6 Months Ended

Mar. 31, 2015

Business Segment Information [Abstract]

Business Segment Information [Text Block]

Note 10.  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 AmerisourceBergen Drug Corporation (“ABDC”) and AmerisourceBergen Specialty Group (“ABSG”) operating segments.  Other consists of the AmerisourceBergen Consulting Services (“ABCS”), World Courier Group, Inc. (“World Courier”), and MWI Veterinary Supply, Inc. (“MWI”) operating segments.

The following tables illustrate reportable segment information for the three and six months ended March 31, 2015 and 2014 (in thousands):

	Revenue
	Three months ended						Six months ended
	March 31,						March 31,
	2015			2014			2015			2014
Pharmaceutical Distribution	$	31,762,523		$	27,932,495		$	64,745,247		$	56,555,086
Other	986,069			572,503			1,682,070			1,176,635
Intersegment eliminations	(79,325		)	(49,095		)	(169,448		)	(99,456		)
Revenue	$	32,669,267		$	28,455,903		$	66,257,869		$	57,632,265

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

	Operating Income
	Three months ended				Six months ended
	March 31,				March 31,
	2015		2014		2015		2014
Pharmaceutical Distribution	$	488,574	$	372,929	$	878,976	$	659,711
Other	64,150		43,633		109,316		79,583
Total segment operating income	$	552,724	$	416,562	$	988,292	$	739,294

The following table reconciles total segment operating income to (loss) income from continuing operations before income taxes (in thousands):

	(Loss) Income From Continuing
	Operations Before Income Taxes
	Three months ended						Six months ended
	March 31,						March 31,
	2015			2014			2015			2014
Total segment operating income	$	552,724		$	416,562		$	988,292		$	739,294
Gains on antitrust litigation settlements	21,483			849			21,483			21,872
LIFO expense	(151,144		)	(102,828		)	(295,168		)	(160,410		)
Acquisition related intangibles amortization	(9,735		)	(5,825		)	(14,768		)	(11,783		)
Warrant expense	(752,706		)	(5,663		)	(1,124,111		)	(121,960		)
Employee severance, litigation and other	(24,871		)	(1,967		)	(28,374		)	(6,269		)
Operating (loss) income	(364,249		)	301,128			(452,646		)	460,744
Other loss (income)	11,405			(3,783		)	12,719			(4,380		)
Interest expense, net	22,946			19,474			40,288			38,306
(Loss) income from continuing operations before income taxes	$	(398,600	)	$	285,437		$	(505,653	)	$	426,818

Segment operating income is evaluated by the chief operating decision maker of the Company before gains on antitrust litigation settlements; LIFO expense; acquisition related intangibles amortization; Warrant expense; employee severance, litigation and other; other loss (income); and interest expense, net.  All corporate office expenses are allocated to each operating segment.

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Document and Entity Information	6 Months Ended
	Mar. 31, 2015	Apr. 30, 2015
Document and Entity Information [Abstract]
Entity Registrant Name	AMERISOURCEBERGEN CORP
Entity Central Index Key	0001140859
Document Type	10-Q
Document Period End Date	Mar. 31, 2015
Amendment Flag	false
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--09-30
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		219,685,548
Trading Symbol	abc

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Mar. 31, 2015

Summary of Significant Accounting Policies [Abstract]

Basis of Accounting [Policy Text Block]

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 March 31, 2015 and the results of operations and cash flows for the interim periods ended March 31, 2015 and 2014 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, 2014.

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.

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”).  ASU 2014-09 supersedes the revenue recognition requirements in Accounting Standards Codification 605 — Revenue Recognition and most industry-specific guidance throughout the Codification.  ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers.  The standard’s core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within those reporting periods.  Early adoption is not permitted under GAAP and either full or modified retrospective application is required.  In April 2015, the Financial Accounting Standards Board issued an exposure draft of the proposed ASU that will delay the effective date of ASU 2014-09 by one year and also permit entities to adopt the standard as early as the original public entity effective date.  The Company has not yet selected a transition method and is currently evaluating the impact of adopting this new accounting guidance.

In April 2015, the Financial Accounting Standards Board issued Accounting Standards Update No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”).   ASU 2015-03 is the result of the Financial Accounting Standards Board’s simplification initiative intended to improve U.S. GAAP by reducing costs and complexity while maintaining or enhancing the usefulness of related financial statement information.  ASU 2015-03 specifies that debt issuance costs related to a note shall be reported in the balance sheet as a direct reduction from the face amount of the note.  ASU 2015-03 is effective for annual reporting periods beginning after December 15, 2015, and interim periods within those fiscal years.  ASU 2015-03 will require the Company to reclassify its capitalized debt issuance costs currently recorded as assets on the consolidated condensed balance sheets.  ASU 2015-03 will have no effect on the Company’s results of operations or liquidity.

As of March 31, 2015, there were no other recently issued accounting standards that will have a material impact on the Company’s financial position or results of operations upon their adoption.

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Consolidated Statements of Operations (Unaudited) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Mar. 31, 2015	Mar. 31, 2014
Consolidated Statements of Operations [Abstract]
Revenue	$ 32,669,267	$ 28,455,903	$ 66,257,869	$ 57,632,265
Cost of goods sold	31,757,291	27,726,310	64,593,594	56,214,447
Gross profit	911,976	729,593	1,664,275	1,417,818
Operating expenses:
Distribution, selling, and administrative	442,443	376,341	858,934	740,401
Depreciation	45,699	37,968	89,472	75,287
Amortization	10,506	6,526	16,030	13,157
Warrants	752,706	5,663	1,124,111	121,960
Employee severance, litigation and other	24,871	1,967	28,374	6,269
Operating (loss) income	(364,249)	301,128	(452,646)	460,744
Other loss (income)	11,405	(3,783)	12,719	(4,380)
Interest expense, net	22,946	19,474	40,288	38,306
(Loss) income from continuing operations before income taxes	(398,600)	285,437	(505,653)	426,818
Income taxes	114,790	105,360	207,684	197,810
(Loss) income from continuing operations	(513,390)	180,077	(713,337)	229,008
Loss from discontinued operations, net of income taxes				(7,546)
Net (loss) income	$ (513,390)	$ 180,077	$ (713,337)	$ 221,462
Basic earnings per share:
Continuing operations	$ (2.33)	$ 0.78	$ (3.24)	$ 1.00
Discontinued operations				$ (0.03)
Rounding				$ (0.01)
Total	$ (2.33)	$ 0.78	$ (3.24)	$ 0.96
Diluted earnings per share:
Continuing operations	$ (2.33)	$ 0.76	$ (3.24)	$ 0.97
Discontinued operations				$ (0.03)
Total	$ (2.33)	$ 0.76	$ (3.24)	$ 0.94
Weighted average common shares outstanding:
Basic	220,243	229,409	219,854	229,852
Diluted	220,243	236,268	219,854	236,650
Cash dividends declared per share of common stock	$ 0.290	$ 0.235	$ 0.580	$ 0.470

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Debt

6 Months Ended

Mar. 31, 2015

Debt [Abstract]

Debt [Text Block]

Note 5.  Debt

Debt consisted of the following (in thousands):

	March 31,		September 30,
	2015		2014
Multi-currency revolving credit facility due 2019	$	—	$	—
Receivables securitization facility due 2017	—		—
Revolving credit note	—		—
Overdraft facility	14,205		—
Term loan	1,000,000		—
$600,000, 1.15% senior notes due 2017	599,550		599,379
$400,000, 4.875% senior notes due 2019	398,287		398,122
$500,000, 3.50% senior notes due 2021	499,532		499,497
$500,000, 3.40% senior notes due 2024	498,706		498,634
$500,000, 3.25% senior notes due 2025	497,369		—
$500,000, 4.25% senior notes due 2045	499,073		—
Total debt	$	4,006,722	$	1,995,632
Less current portion	64,205		—
Total, net of current portion	$	3,942,517	$	1,995,632

The Company has a $1.4 billion multi-currency senior unsecured revolving credit facility, which expires in August 2019 (the “Multi-Currency Revolving Credit Facility”), with a syndicate of lenders.  Interest on borrowings under the Multi-Currency Revolving Credit Facility accrues at specified rates based on the Company’s debt rating and ranges from 69 basis points to 110 basis points over LIBOR/EURIBOR/Bankers Acceptance Stamping Fee, as applicable (90 basis points over LIBOR/EURIBOR/Bankers Acceptance Stamping Fee at March 31, 2015).  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 6 basis points to 15 basis points, annually, of the total commitment (10 basis points at March 31, 2015).  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, with which the Company was compliant as of March 31, 2015.

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 $1.4 billion 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 March 31, 2015.

The Company has a $950 million receivables securitization facility (“Receivables Securitization Facility”), which was scheduled to expire in June 2016.  In December 2014, the Company entered into an amendment to the Receivables Securitization Facility to extend the maturity date to December 2017.  The Company has available to it an accordion feature whereby the commitment on the Receivables Securitization Facility may be increased by up to $250 million, subject to lender approval, for seasonal needs during the December and March quarters.  Interest rates are based on prevailing market rates for short-term commercial paper or LIBOR plus a program fee of 75 basis points.  The Company pays an unused fee of 40 basis points, annually, to maintain the availability under the Receivables Securitization Facility.  The Receivables Securitization Facility contains similar covenants to the Multi-Currency Revolving Credit Facility, with which the Company was compliant as of March 31, 2015.

The Company has an uncommitted, unsecured line of credit available to it pursuant to a revolving credit note (“Revolving Credit Note”).  The Revolving Credit Note provides the Company with the ability to request short-term unsecured revolving credit loans from time to time in a principal amount not to exceed $75 million.  The Revolving Credit Note may be decreased or terminated by the bank or the Company at any time without prior notice.  MWI also has an uncommitted U.K. overdraft facility (“Overdraft Facility”), which allows it to borrow up to £20 million to fund short term normal trading cycle fluctuations.  The Overdraft Facility expires in November 2016.

In February 2015, the Company entered into a $1.0 billion term loan credit agreement (“Term Loan”), which matures in 2020.  The Term Loan is subject to quarterly principal payments equal to (1) 1.25% of the aggregate principal amount of the Term Loan beginning with the first quarterly principal payment to and including the third anniversary of the first quarterly principal payment, and (2) thereafter, 2.50% of the aggregate principal amount of the Term Loan, with the remaining balance of the Term Loan due upon maturity.  The Term Loan will bear interest at a rate equal either to a base rate plus a margin or a LIBOR rate plus a margin.  The margin will be based on the public debt ratings of the Company and ranges from 75 basis points to 125 basis points over a LIBOR rate (100 basis points at March 31, 2015) and 0 to 25 basis points over a base rate.  The Term Loan contains similar covenants to the Multi-Currency Revolving Credit Facility, with which the Company was compliant as of March 31, 2015.

In February 2015, the Company issued $500 million of 3.25% senior notes due March 1, 2025 (the “2025 Notes”) and $500 million of 4.25% senior notes due March 1, 2045 (the “2045 Notes”).  The 2025 Notes were sold at 99.47% of the principal amount and have an effective yield of 3.31%.  The 2045 Notes were sold at 99.81% of the principal amount and have an effective yield of 4.26%.  The interest on the 2025 and 2045 Notes is payable semi-annually in arrears, commencing on September 1, 2015.  The 2025 and 2045 Notes rank pari passu to the Multi-Currency Revolving Credit Facility, the Revolving Credit Note, the Overdraft Facility, the $600 million 1.15% senior notes due in 2017, the $400 million 4.875% senior notes due in 2019, the $500 million 3.50% senior notes due in 2021, and the $500 million 3.40% senior notes due in 2024.

The Company used the proceeds from Term Loan, the 2025 Notes and the 2045 Notes to finance a portion of the $2.6 billion purchase price of MWI.

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Goodwill and Other Intangible Assets

6 Months Ended

Mar. 31, 2015

Goodwill and Other Intangible Assets [Abstract]

Goodwill and Other Intangible Assets [Text Block]

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 six months ended March 31, 2015 (in thousands):

	Pharmaceutical Distribution			Other			Total
Goodwill at September 30, 2014	$	2,400,926		$	547,576		$	2,948,502
Goodwill recognized in connection with acquisitions	17,048			1,177,529			1,194,577
Goodwill disposed in connection with divestiture	(3,605		)	—			(3,605		)
Foreign currency translation	—			(3,053		)	(3,053		)
Goodwill at March 31, 2015	$	2,414,369		$	1,722,052		$	4,136,421

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

	March 31, 2015							September 30, 2014
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Indefinite-lived intangibles - trade names	$	685,055	$	—		$	685,055	$	343,707	$	—		$	343,707
Finite-lived intangibles:
Customer relationships	1,377,500		(110,162		)	1,267,338		268,208		(98,412		)	169,796
Other	77,153		(43,830		)	33,323		71,114		(51,375		)	19,739
Total other intangible assets	$	2,139,708	$	(153,992	)	$	1,985,716	$	683,029	$	(149,787	)	$	533,242

Amortization expense for finite-lived intangible assets was $16.0 million and $13.2 million in the six months ended March 31, 2015 and 2014, respectively.  Amortization expense for finite-lived intangible assets is estimated to be $55.4 million in fiscal 2015, $78.7 million in fiscal 2016, $75.5 million in fiscal 2017, $73.4 million in fiscal 2018, $72.9 million in fiscal 2019, and $961.8 million thereafter.

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Acquisitions (USD $)	3 Months Ended		6 Months Ended		1 Months Ended	12 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Mar. 31, 2015	Mar. 31, 2014	Feb. 28, 2015	Sep. 30, 2015	Sep. 30, 2014
Business Acquisition [Line Items]
Revenue	$ 32,669,267,000	$ 28,455,903,000	$ 66,257,869,000	$ 57,632,265,000
Goodwill	4,136,421,000		4,136,421,000				2,948,502,000
MWI Veterinary Supply, Inc. [Member]
Business Acquisition [Line Items]
Purchase price			2,600,000,000		2,600,000,000
Goodwill					1,200,000,000
Accounts receivable					384,900,000
Inventory					440,000,000
Accounts payable					365,100,000
Deferred tax liability					562,700,000
Estimated fair value of the intangible assets acquired					1,500,000,000
MWI Veterinary Supply, Inc. [Member] | Customer Relationships [Member]
Business Acquisition [Line Items]
Estimated fair value of the intangible assets acquired					1,100,000,000
Remaining estimated useful lives					20 years
MWI Veterinary Supply, Inc. [Member] | Trade Names [Member]
Business Acquisition [Line Items]
Estimated fair value of the intangible assets acquired					344,000,000
MWI Veterinary Supply, Inc. [Member] | Computer Software, Intangible Asset [Member]
Business Acquisition [Line Items]
Estimated fair value of the intangible assets acquired					11,000,000
Remaining estimated useful lives					8 years
MWI Veterinary Supply, Inc. [Member] | Scenario, Forecast [Member]
Business Acquisition [Line Items]
Revenue						$ 3,000,000,000

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Goodwill and Other Intangible Assets (Tables)

6 Months Ended

Mar. 31, 2015

Goodwill and Other Intangible Assets [Abstract]

Schedule of Goodwill [Text Block]

Following is a summary of the changes in the carrying value of goodwill, by reportable segment, for the six months ended March 31, 2015 (in thousands):

	Pharmaceutical Distribution			Other			Total
Goodwill at September 30, 2014	$	2,400,926		$	547,576		$	2,948,502
Goodwill recognized in connection with acquisitions	17,048			1,177,529			1,194,577
Goodwill disposed in connection with divestiture	(3,605		)	—			(3,605		)
Foreign currency translation	—			(3,053		)	(3,053		)
Goodwill at March 31, 2015	$	2,414,369		$	1,722,052		$	4,136,421

Schedule of Other Intangible Assets [Text Block]

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

	March 31, 2015							September 30, 2014
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Indefinite-lived intangibles - trade names	$	685,055	$	—		$	685,055	$	343,707	$	—		$	343,707
Finite-lived intangibles:
Customer relationships	1,377,500		(110,162		)	1,267,338		268,208		(98,412		)	169,796
Other	77,153		(43,830		)	33,323		71,114		(51,375		)	19,739
Total other intangible assets	$	2,139,708	$	(153,992	)	$	1,985,716	$	683,029	$	(149,787	)	$	533,242

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Litigation Settlements

6 Months Ended

Mar. 31, 2015

Litigation Settlements [Abstract]

Litigation Settlements [Text Block]

Note 8.  Litigation Settlements

Antitrust Settlements

Numerous class action lawsuits have been filed against certain brand pharmaceutical manufacturers alleging that the manufacturer, by itself or in concert with others, took improper actions to delay or prevent generic drugs from entering the market.  The Company has not been named a plaintiff in any of these class actions, but has been a member of the direct purchasers’ class (i.e., those purchasers who purchase directly from these pharmaceutical manufacturers).  None of the class actions have gone to trial, but some have settled in the past with the Company receiving proceeds from the settlement funds.  During the three and six months ended March 31, 2015, the Company recognized gains of $21.5 million, relating to the above-mentioned class action lawsuits.  During the three and six months ended March 31, 2014, the Company recognized gains of $0.8 million and $21.9 million, respectively, relating to 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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Stockholders' Equity and Earnings per Share

6 Months Ended

Mar. 31, 2015

Stockholders' Equity and Earnings per Share [Abstract]

Stockholders Equity and Earnings per Share [Text Block]

Note 6.  Stockholders’ Equity and Earnings per Share

In November 2014, the Company’s board of directors increased the quarterly cash dividend by 23% from $0.235 per share to $0.29 per share.

In August 2013, 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.  During the six months ended March 31, 2015, the Company purchased 1.9 million shares of its common stock for a total of $148.3 million under this program, which excluded $18.0 million of fiscal 2014 purchases that cash settled in October 2014.  The Company had $427.0 million of availability remaining under this share repurchase program as of March 31, 2015.

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

The Company valued these Warrants as of March 18, 2013 (date of issuance) and revised the valuation each subsequent quarter.  As of March 31, 2015 the Warrants with an exercise price of $51.50 were valued at $61.22 per share and the Warrants with an exercise price of $52.50 were valued at $59.67 per share.  In total, the Warrants were valued at $2,743.8 million as of March 31, 2015.  Refer to “Critical Accounting Policies and Estimates — Warrants” in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014 for a more detailed description of the accounting for the Warrants.

The Company has taken steps to mitigate the potentially dilutive effect that the exercise of the Warrants could have by hedging a portion of its future obligation to deliver common stock with a financial institution and repurchasing additional shares of its common stock for the Company’s own account over time.  In June 2013, the Company commenced its hedging strategy by entering into a contract with a financial institution pursuant to which it has executed a series of issuer capped call option transactions (“Capped Calls”).  The Capped Calls give the Company the right to buy shares of its common stock subject to the Warrants at specified prices at maturity, should the Warrants be exercised in 2016 and 2017 and were initially intended to cover approximately 60% of the shares subject to the Warrants at the time the Company entered into the transactions.  If the Warrants are exercised, the Company will use a majority of the proceeds to repurchase its shares under the Capped Calls.  The Capped Calls are subject to a “cap” price.  If the Company’s share price exceeds the “cap” price in the Capped Calls at the time the Warrants are exercised, the number of shares that will be delivered to the Company under the Capped Calls will be reduced, and accordingly, will cover less than 60% of the shares of common stock subject to the Warrants.  This hedge transaction was completed in January 2014, and included the purchase of Capped Calls on a total of 27.2 million shares of the Company’s common stock for a total premium of $368.7 million.

Based upon the Company’s recent share price, the number of shares of common stock the Company expects to receive under the Capped Calls at maturity has been reduced.  Therefore, the Company amended certain of the Capped Calls to increase their “cap” price to continue to address the potentially dilutive effect of the Warrants.  The Company paid a premium of $100.0 million in January 2015 to increase the cap price on certain of the Capped Calls subject to the warrants that become exercisable in 2016.  The Capped Calls permit the Company to acquire shares of its common stock at strike prices of $51.50 and $52.50 and have expiration dates ranging from February 2016 through October 2017.  The Capped Calls permit net share settlement, which is limited by caps on the market price of the Company’s common stock.  The Company has accounted for the Capped Calls as equity contracts and therefore, the above premiums were recorded as a reduction to paid-in capital.

In May 2014, the Company’s board of directors authorized a special program allowing the Company to purchase up to $650 million of its outstanding shares of common stock, subject to market conditions, to further mitigate the potentially dilutive effect of the Warrants and supplements the Company’s previously executed warrant hedging strategy.  During the six months ended March 31, 2015, the Company purchased 1.7 million shares of its common stock for a total of $132.1 million under this program, which excluded $18.0 million of fiscal 2014 purchases that cash settled in October 2014.  The Company has $265.9 million of availability remaining under this special share repurchase program as of March 31, 2015.

In March 2015, the Company supplemented its hedging strategy by entering into a contract with a financial institution pursuant to which it has executed a series of issuer call options (“Call Options”).  The Call Options give the Company the right to buy shares of its common stock subject to the Warrants at specified prices between April and October 2015.  In total, the Company purchased Call Options on six million shares of its common stock for a total premium of $80.0 million, which was accrued as of March 31, 2015.  The Company has accounted for the Call Options as equity contracts and therefore, the above premiums were recorded as a reduction to paid-in capital.

Based on the closing stock price of the Company’s common stock on March 31, 2015, the Capped Calls associated with the warrants exercisable in 2016 would have covered approximately 46% of the shares subject to the warrants and the Capped Calls associated with the warrants exercisable in 2017 would have covered approximately 42% of the shares subject to the warrants.  Adding the shares repurchased through March 31, 2015 under the special share repurchase program, the Company would have covered approximately 70% of the warrants exercisable in 2016.

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

	Three months ended		Six months ended
	March 31,		March 31,
(in thousands)	2015	2014	2015	2014
Weighted average common shares outstanding - basic	220,243	229,409	219,854	229,852
Dilutive effect of stock options, restricted stock, and restricted stock units	—	4,863	—	4,985
Dilutive effect of Warrants	—	1,996	—	1,813
Weighted average common shares outstanding - diluted	220,243	236,268	219,854	236,650

The potentially dilutive stock options, restricted stock, restricted stock units, and Warrants that were antidilutive for the three and six months ended March 31, 2015 were 17.4 million and 16.0 million, respectively, and 2.3 million and 1.8 million for the three and six months ended March 31, 2014, respectively.

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Legal Matters and Contingencies

6 Months Ended

Mar. 31, 2015

Legal Matters and Contingencies [Abstract]

Legal Matters and Contingencies [Text Block]

Note 7. 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 Matters

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

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

Subpoenas and Investigations

In fiscal 2012, the Company’s subsidiary, AmerisourceBergen Drug Corporation (“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 additional information related to electronically stored information and documents concerning specific customers’ purchases of controlled substances. Since fiscal 2012, ABDC has received a number of subpoenas from both the USAO and the DEA requesting additional information. In fiscal 2013 and in 2014, the Company or ABDC has also received similar subpoenas from the United States Attorney’s Office in the District of Kansas and the United States Attorney’s Office in the Northern District of Ohio in connection with grand jury proceedings 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.  As in the New Jersey matter described above, in addition to requesting information on ABDC’s diversion control program generally, the subpoenas also request documents concerning specific customers’ purchases of controlled substances.  The Company is in the process of responding to the subpoenas and requests for information.  The Company cannot predict the outcome of these matters.

State Proceedings

On June 26, 2012, the Attorney General of the State of West Virginia (“West Virginia”) filed a 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 January 2, 2014, West Virginia filed an Amended Complaint, which removed the claims for unjust enrichment, medical monitoring and antitrust violations and named two additional plaintiffs, the West Virginia Department of Military Affairs and Public Safety and the West Virginia Department of Health and Human Resources (together with West Virginia, “Plaintiffs”).  On January 13, 2015, Plaintiffs filed a Second Amended Complaint under seal, which reasserted an unjust enrichment claim.  Plaintiffs also filed an accompanying motion to modify the protective order so that the Second Amended Complaint may be unsealed and served on all defendants.  On April 6, 2015, ABDC filed a renewed motion to dismiss and to strike the Second Amended Complaint.  The Company cannot predict the outcome of this matter.

On March 10, 2015, the County of Fulton, Georgia (“County”), through its County Attorney R. David Ware, filed a complaint in the Superior Court for Fulton County, Georgia, against a number of pharmaceutical wholesalers, including the Company’s subsidiary ABDC.  The complaint alleges that ABDC and other defendants failed to maintain effective controls against the diversion of controlled substances, failed to maintain records, and failed to report suspicious orders in violation of the Georgia Controlled Substances Act and the Georgia Pharmacy Practice Act.  The complaint also alleges that the defendants acted negligently in the marketing, promotion, and distribution of controlled substances by failing to guard against misconduct by physicians, pharmacists, and other parties who diverted controlled substances for illegitimate users.  The complaint further asserts that defendants were unjustly enriched by such conduct and created a public nuisance.  The County seeks injunctive relief and a trial by jury to determine damages.    The defendants filed a Notice of Removal on April 14, 2015 and filed a motion to dismiss on April 21, 2015. The Company cannot predict the outcome of this matter.

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Fair Value of Financial Instruments

6 Months Ended

Mar. 31, 2015

Fair Value of Financial Instruments [Abstract]

Fair Value of Financial Instruments [Text Block]

Note 9.  Fair Value of Financial Instruments

The recorded amounts of the Company’s cash and cash equivalents, accounts receivable, and accounts payable at March 31, 2015 and September 30, 2014 approximate fair value based upon the relatively short-term nature of these financial instruments.  Within cash and cash equivalents, the Company had $875.0 million and $400.0 million of investments in money market accounts as of March 31, 2015 and September 30, 2014, respectively.  The fair values of the money market accounts were based on unadjusted quoted prices in active markets for identical assets, otherwise known as Level 1 inputs.  The recorded amount of long-term debt and the corresponding fair value as of March 31, 2015 were $3,942.5 million and $4,070.0 million, respectively.  The recorded amount of long-term debt and the corresponding fair value as of September 30, 2014 were $1,995.6 million and $2,056.6 million, respectively.  The fair values of debt were determined based on quoted market prices, otherwise known as Level 2 inputs.

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Stockholders' Equity and Earnings per Share (Details 3) (USD $)	1 Months Ended
	Mar. 31, 2013
Walgreens Warrant 1 [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Date from which Warrants or Rights are Exercisable	Mar. 01, 2016
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	11,348,456
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 51.50
Walgreens Warrant 2 [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Date from which Warrants or Rights are Exercisable	Mar. 01, 2017
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	11,348,456
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 52.50
Alliance Boots Warrant 1 [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Date from which Warrants or Rights are Exercisable	Mar. 01, 2016
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	11,348,456
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 51.50
Alliance Boots Warrant 2 [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Date from which Warrants or Rights are Exercisable	Mar. 01, 2017
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	11,348,456
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 52.50

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Stockholders' Equity and Earnings Per Share (Tables)

6 Months Ended

Mar. 31, 2015

Stockholders' Equity and Earnings per Share [Abstract]

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

	Three months ended		Six months ended
	March 31,		March 31,
(in thousands)	2015	2014	2015	2014
Weighted average common shares outstanding - basic	220,243	229,409	219,854	229,852
Dilutive effect of stock options, restricted stock, and restricted stock units	—	4,863	—	4,985
Dilutive effect of Warrants	—	1,996	—	1,813
Weighted average common shares outstanding - diluted	220,243	236,268	219,854	236,650

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Goodwill and Other Intangible Assets (Details 2) (Trade Names [Member], USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Sep. 30, 2014
Trade Names [Member]
Indefinitie-lived intangibles
Indefinitie-lived intangibles	$ 685,055	$ 343,707

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Consolidated Statements of Comprehensive Income (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Mar. 31, 2015	Mar. 31, 2014
Statement of Income and Comprehensive Income [Abstract]
Net (loss) income	$ (513,390)	$ 180,077	$ (713,337)	$ 221,462
Other comprehensive loss:
Net change in foreign currency translation adjustments	(18,108)	(3,173)	(26,838)	(8,615)
Other	3,250	(265)	3,299	(416)
Total other comprehensive loss	(14,858)	(3,438)	(23,539)	(9,031)
Total comprehensive (loss) income	$ (528,248)	$ 176,639	$ (736,876)	$ 212,431

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Income Taxes

6 Months Ended

Mar. 31, 2015

Income Taxes [Abstract]

Income Taxes [Text Block]

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 March 31, 2015, 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 $54.7 million ($38.6 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 $8.5 million of interest and penalties, which the Company records in income tax expense.  During the six months ended March 31, 2015, unrecognized tax benefits increased by $4.1 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 $6.7 million.

In March 2013, the Company issued Warrants (as defined in Note 6) in connection with various agreements and arrangements with Walgreens Boots Alliance, Inc. (“WBA”), as successor in interest to Walgreen Co. (“Walgreens”) and Alliance Boots GmbH (“Alliance Boots”).  As of the date of issuance, the Warrants were valued at $242.4 million, which approximates the amount that will be deductible for income tax purposes.  The fair value of the Warrants as of March 31, 2015 was $2,743.8 million.  The excess of the fair value of the Warrants over the initial value is not tax deductible.  As a result, in periods where the fair value of the Warrants exceeds the initial value, the Company’s effective income tax rate will be higher than its normal historical rate.

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Goodwill and Other Intangible Assets (Details 3) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Sep. 30, 2014
Finite-lived intangibles
Accumulated amortization	$ (153,992)	$ (149,787)
Customer Relationships [Member]
Finite-lived intangibles
Gross carrying amount	1,377,500	268,208
Accumulated amortization	(110,162)	(98,412)
Net carrying amount	1,267,338	169,796
Other Intangible Assets [Member]
Finite-lived intangibles
Gross carrying amount	77,153	71,114
Accumulated amortization	(43,830)	(51,375)
Net carrying amount	$ 33,323	$ 19,739

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Fair Value of Financial Instruments (Details) (USD $)	Mar. 31, 2015	Sep. 30, 2014
Fair Value of Financial Instruments [Abstract]
Other Assets Fair Value Disclosure	$ 875,000,000	$ 400,000,000
Long Term Debt	3,942,517,000	1,995,632,000
Debt Instrument Fair Value	$ 4,070,000,000	$ 2,056,600,000

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Debt (Tables)

6 Months Ended

Mar. 31, 2015

Debt [Abstract]

Schedule of Debt Instruments [Text Block]

Debt consisted of the following (in thousands):

	March 31,		September 30,
	2015		2014
Multi-currency revolving credit facility due 2019	$	—	$	—
Receivables securitization facility due 2017	—		—
Revolving credit note	—		—
Overdraft facility	14,205		—
Term loan	1,000,000		—
$600,000, 1.15% senior notes due 2017	599,550		599,379
$400,000, 4.875% senior notes due 2019	398,287		398,122
$500,000, 3.50% senior notes due 2021	499,532		499,497
$500,000, 3.40% senior notes due 2024	498,706		498,634
$500,000, 3.25% senior notes due 2025	497,369		—
$500,000, 4.25% senior notes due 2045	499,073		—
Total debt	$	4,006,722	$	1,995,632
Less current portion	64,205		—
Total, net of current portion	$	3,942,517	$	1,995,632