8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): May 10, 2006

AmerisourceBergen Corporation

(Exact name of Registrant as specified in its charter)

Delaware	1-16671	23-3079390
(State or Other Jurisdiction of Incorporation or Organization)	Commission File Number	(I.R.S. Employer Identification Number)

1300 Morris Drive Chesterbrook, PA	19087
(Address of principal executive offices)	(Zip Code)

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

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On May 10, 2006, the Compensation and Succession Planning Committee of the Board of Directors of AmerisourceBergen Corporation (the “Registrant”) adopted the written form of the AmerisourceBergen Corporation Executive Retirement Plan (the “Plan”). Designed to facilitate the recruitment and retention of senior management, the Plan will apply to selected key management of the Registrant, including all of the executive officers of the Registrant. The Plan will provide eligible participants with an annual amount equal to four percent (4%) of the participant’s base salary and bonus incentive to the extent that his or her compensation exceeds the annual compensation limit established by Section 401(a)(17) of the Internal Revenue Code. The compensation limit is $220,000 for 2006. Annual accruals under the Plan will commence effective as of January 1, 2006.

In addition to annual accruals, the Plan will credit certain eligible participants with an initial amount based on his or her service for the Registrant during the period following the August 29, 2001 merger of AmeriSource Health Corporation and Bergen Brunswig Corporation to form the Registrant. After the merger, the Registrant froze or curtailed then existing executive retirement plans and did not establish either a new executive defined benefit pension plan or a new executive defined contribution plan. This initial benefit is based on salary and service during the period from the merger through December 31, 2005, with the resulting amount, if any, offset by the present value of any benefit provided under the legacy plans. The initial benefit will be credited as an opening balance to an eligible participant’s account during 2006.

Fidelity Investments will administer the Plan. Fidelity will credit participant accounts with Plan benefits following the close of each calendar year. Participants will be permitted to allocate the amounts in their accounts among investment options specified by the Plan administrator from time to time. Such allocation will be only for the purposes of determining gains and losses based on the performance of the underlying investments. A participant’s account will be credited and debited with investment gains and losses based on their allocation, but will not actually be invested in the investment options. Accordingly, the ultimate amount received by each participant under the Plan will be based on the performance of the underlying mutual funds.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On May 11, 2006, the Registrant announced that the Board of Directors increased the number of directors constituting the Board to ten directors and appointed Michael J. Long to serve as a Class II director of the Company.

Mr. Long is President and Chief Operating Officer of the North American Computer Products Group of Arrow Electronics, Inc., a worldwide electronics and computer products distributor. He resides in Cherry Hills Village, Colorado.

A copy of the news release announcing Mr. Long’s appointment is filed as Exhibit 99.1 to this report and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1    News Release dated May 11, 2006 regarding director appointment.

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 hereunto duly authorized.

	AMERISOURCEBERGEN CORPORATION
Date: May 16, 2006	By:	/s/ Michael D. DiCandilo
	Name:	Michael D. DiCandilo
	Title:	Executive Vice President
		and Chief Financial Officer

EX-99.1

Exhibit 99.1

	News Release
	AmerisourceBergen Corporation
	P.O. Box 959
	Valley Forge, PA 19482

Contact:	Michael N. Kilpatric
	610-727-7118
	mkilpatric@amerisourcebergen.com

AMERISOURCEBERGEN ELECTS MICHAEL J. LONG

TO ITS BOARD OF DIRECTORS

VALLEY FORGE, PA, May 11, 2006 — AmerisourceBergen Corporation (NYSE:ABC) today announced that Michael J. Long, 47, has been elected to its Board of Directors. The election, effective today, expands the AmerisourceBergen board from nine to ten members.

Long is Senior Vice President and President, North America and Asia/Pacific Components for Arrow Electronics, Inc (NYSE: ARW), an $11 billion global distributor of electronic components and computer products. He joined Arrow in 1990, when the company merged with Schweber Electronics, Inc. In 1994, Long was President, Capstone Electronics, an Arrow company and from 1995 to 1999, he was President, Gates/Arrow Distributing. From 1998 until 2005 when he was named to his current position, he was President and Chief Operating Officer of Arrow North American Computer Products.

As a result of his business success, Long was named one of Computer Resellers News’ “Top 25 Executives” in both 2002 and 2004.

“Long’s understanding of distribution, his commitment to innovation and his proven leadership make him an excellent addition to the Board,” said Richard C. Gozon, Chairman of the Board of AmerisourceBergen.

R. David Yost, Chief Executive Officer of AmerisourceBergen, added, “His strong management background in a highly competitive distribution business and his broad executive experience are valuable additions to the Company.”

Long is active in the Global Peer Networking Group, Young Presidents’ Organization and serves on the Board of Directors of the Denver Zoo.

He received his Bachelor of Business Administration from the University of Wisconsin, Whitewater, and attended the Milwaukee School of Engineering.

About AmerisourceBergen

AmerisourceBergen (NYSE:ABC) is one of the world’s largest pharmaceutical services companies serving the United States, Canada and selected global markets. Servicing both pharmaceutical manufacturers and healthcare providers in the pharmaceutical supply channel, the Company provides drug distribution and related services designed to reduce costs and improve patient outcomes. AmerisourceBergen’s service solutions range from pharmacy automation and pharmaceutical packaging to pharmacy services for skilled nursing and assisted living facilities, reimbursement and pharmaceutical consulting services, and physician education. With more than $54 billion in annual revenue, AmerisourceBergen is headquartered in Valley Forge, PA, and employs more than 13,000 people. AmerisourceBergen is ranked #27 on the Fortune 500 list. For more information, go to www.amerisourcebergen.com.

Forward-Looking Statements

This news release may contain certain “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. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may vary materially from the expectations contained in the forward-looking statements. Forward-looking statements may include statements addressing AmerisourceBergen’s future financial and operating results and the benefits, efficiencies and savings to be derived from the Company’s integration plans to consolidate its distribution network.

The following factors, among others, could cause actual results to differ materially from those described in any forward-looking statements: competitive pressures; the loss of one or more key customer or supplier relationships; customer defaults or insolvencies; changes in customer mix; supplier defaults or insolvencies; changes in pharmaceutical manufacturers’ pricing and distribution policies or practices; adverse resolution of any contract or other disputes with customers (including departments and agencies of the U.S. Government) or suppliers; regulatory changes; changes in U.S. government policies (including reimbursement changes arising from the Medicare Modernization Act); further declines in the amounts of market share rebates offered by pharmaceutical manufacturers to the PharMerica long-term care business and/or the inability of the business to offset the rebate reductions that have already occurred, market interest rates; operational or control issues arising from AmerisourceBergen’s outsourcing of information technology activities; the Pharmaceutical Distribution segment’s ability to continue to successfully transition its business model to fee-for-service; success of integration, restructuring or systems initiatives; fluctuations in the U.S. dollar – Canadian dollar exchange rate and other foreign exchange rates; economic, business, competitive and/or regulatory developments in Canada, the United Kingdom and elsewhere outside of the United States; acquisition of businesses that do not perform as we expect or that are difficult for us to integrate or control; and other economic, business, competitive, legal, regulatory and/or operational factors affecting the business of AmerisourceBergen generally.

More detailed information about these and other risk factors is set forth in AmerisourceBergen’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for fiscal 2005.

AmerisourceBergen is under no obligation to (and expressly disclaims any such obligation to) update or alter any forward looking statements whether as a result of new information, future events or otherwise.