10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED December 31, 2011

OR

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

FOR THE TRANSITION PERIOD FROM                      TO                    

Commission file number 1-16671

AMERISOURCEBERGEN CORPORATION

(Exact name of registrant as specified in its charter)

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

(610) 727-7000

(Registrant’s telephone number, including area code)

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

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  ¨

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  ¨ Non-accelerated filer  ¨ Smaller reporting company  ¨

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

The number of shares of common stock of AmerisourceBergen Corporation outstanding as of January 31, 2012 was 257,834,417.

AMERISOURCEBERGEN CORPORATION

TABLE OF CONTENTS

	Page No.
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets, December 31, 2011 and September 30, 2011		2
Consolidated Statements of Operations for the three months ended December 31, 2011 and 2010		3
Consolidated Statements of Cash Flows for the three months ended December 31, 2011 and 2010		4
Notes to Consolidated Financial Statements		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
Item 3. Quantitative and Qualitative Disclosures About Market Risk		26
Item 4. Controls and Procedures		26
Part II. OTHER INFORMATION
Item 1. Legal Proceedings		27
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		27
Item 6. Exhibits		28
SIGNATURES		29

1

PART I. FINANCIAL INFORMATION

ITEM I. Financial Statements (Unaudited)

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

		September 30,			September 30,
(in thousands, except share and per share data)	December 31, 2011			September 30, 2011
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	2,370,335		$	1,825,990
Accounts receivable, less allowances for returns and doubtful accounts: $337,244 at December 31, 2011 and $351,382 at September 30, 2011		3,724,456			3,837,203
Merchandise inventories		5,824,358			5,466,534
Prepaid expenses and other		36,631			87,896
Total current assets		11,955,780			11,217,623
Property and equipment, at cost:
Land		36,005			35,998
Buildings and improvements		319,131			316,199
Machinery, equipment and other		1,022,810			977,320
Total property and equipment		1,377,946			1,329,517
Less accumulated depreciation		(584,342	)		(556,601	)
Property and equipment, net		793,604			772,916
Goodwill and other intangible assets		3,103,011			2,863,084
Other assets		125,871			129,048
TOTAL ASSETS	$	15,978,266		$	14,982,671
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	9,589,019		$	9,202,115
Accrued expenses and other		418,964			422,917
Current portion of long-term debt		447,081			392,089
Deferred income taxes		846,313			837,999
Total current liabilities		11,301,377			10,855,120
Long-term debt, net of current portion		1,481,939			972,863
Other liabilities		290,351			287,830
Stockholders’ equity:
Common stock, $0.01 par value—authorized: 600,000,000 shares; issued and outstanding: 258,393,461 shares at December 31, 2011, and 496,522,288 shares and 260,991,439 shares at September 30, 2011, respectively		2,584			4,965
Additional paid-in capital		2,133,791			4,082,978
Retained earnings		812,605			4,055,664
Accumulated other comprehensive loss		(44,381	)		(50,868	)
		2,904,599			8,092,739
Treasury stock, at cost: 235,530,849 shares at September 30, 2011		—			(5,225,881	)
Total stockholders’ equity		2,904,599			2,866,858
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	15,978,266		$	14,982,671

See notes to consolidated financial statements.

2

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

		September 30,			September 30,
	Three months ended December 31,
(in thousands, except per share data)	2011			2010
Revenue	$	20,360,645		$	19,888,609
Cost of goods sold		19,767,552			19,308,377
Gross profit		593,093			580,232
Operating expenses:
Distribution, selling, and administrative		273,865			278,033
Depreciation		25,816			21,304
Amortization		4,939			4,129
Employee severance, litigation and other		3,559			—
Operating income		284,914			276,766
Other income		(1	)		(1,667	)
Interest expense, net		22,591			19,144
Income before income taxes		262,324			259,289
Income taxes		100,208			98,789
Net income	$	162,116		$	160,500
Earnings per share:
Basic	$	0.63		$	0.58
Diluted	$	0.62		$	0.57
Weighted average common shares outstanding:
Basic		258,461			275,605
Diluted		263,084			280,693
Cash dividends declared per share of common stock	$	0.13		$	0.10

See notes to consolidated financial statements.

3

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

		September 30,			September 30,
	Three months ended December 31,
(in thousands)	2011			2010
OPERATING ACTIVITIES
Net income	$	162,116		$	160,500
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation, including amounts charged to cost of goods sold		29,063			24,517
Amortization, including amounts charged to interest expense		6,558			5,342
Provision for doubtful accounts		6,277			4,963
Provision for deferred income taxes		6,591			20,296
Share-based compensation		6,400			6,780
Other		2,337			(887	)
Changes in operating assets and liabilities, excluding the effects of acquisitions:
Accounts receivable		243,393			275,792
Merchandise inventories		(326,715	)		(227,739	)
Prepaid expenses and other assets		59,048			24,956
Accounts payable, accrued expenses, and income taxes		248,023			(399,651	)
Other liabilities		(11,388	)		5,931
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		431,703			(99,200	)
INVESTING ACTIVITIES
Capital expenditures		(48,138	)		(50,091	)
Cost of acquired companies, net of cash acquired		(250,501	)		—
NET CASH USED IN INVESTING ACTIVITIES		(298,639	)		(50,091	)
FINANCING ACTIVITIES
Long-term debt borrowings		499,290			—
Borrowings under revolving credit facility		206,464			343,413
Repayments under revolving credit facility		(142,638	)		(285,012	)
Purchases of common stock		(128,042	)		(185,362	)
Exercises of stock options, including excess tax benefits of $4,275 and $10,508 in fiscal 2012 and 2011, respectively		16,450			46,982
Cash dividends on common stock		(33,708	)		(27,735	)
Debt issuance costs and other		(6,535	)		(282	)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		411,281			(107,996	)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		544,345			(257,287	)
Cash and cash equivalents at beginning of period		1,825,990			1,658,182
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	2,370,335		$	1,400,895

See notes to consolidated financial statements.

4

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1. Summary of Significant Accounting Policies

Basis of Presentation

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

The accompanying unaudited consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information, the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments (consisting only of normal recurring accruals, except as otherwise disclosed herein) considered necessary to present fairly the financial position as of December 31, 2011 and the results of operations and cash flows for the interim periods ended December 31, 2011 and 2010 have been included. Certain information and footnote disclosures normally included in financial statements presented in accordance with U.S. GAAP, but which are not required for interim reporting purposes, have been omitted. The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2011.

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

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

Note 2. Acquisitions

On November 1, 2011, the Company acquired TheraCom, LLC (“TheraCom”), a subsidiary of CVS Caremark Corporation, for a purchase price of $250.0 million, subject to a working capital adjustment. TheraCom is a leading provider of commercialization support services to the biotechnology and pharmaceutical industry, specifically providing reimbursement and patient support services. TheraCom’s capabilities complement those of the Lash Group and significantly increase the size and scope of consulting services provided by the Company’s ABCS operating segment. The purchase price was allocated to the underlying assets acquired and liabilities assumed based upon their fair values at the date of the acquisition. The purchase price exceeded the fair value of the net tangible and intangible assets acquired by $172.4 million, which was allocated to goodwill. The fair values of significant tangible assets acquired and liabilities assumed were as follows: accounts receivable of $119.6 million, merchandise inventories of $41.7 million and accounts payable of $152.9 million. The fair value of intangible assets acquired of $68.8 million consists of customer relationships of $57.1 million, software technology of $7.9 million, and trade names of $3.8 million. The Company is amortizing the fair values of the acquired customer relationships over their remaining useful lives of 15 years, and amortizing the fair values of software technology and trade names over their remaining useful lives of 5 years. Goodwill resulting from the acquisition is expected to be deductible for income tax purposes.

TheraCom’s annualized revenues are approximately $700 million, the majority of which are provided by the specialized distribution component of the integrated reimbursement support services for certain unique prescription products. Approximately $60 million of these revenues are from sales to ABDC. During the three months ended December 31, 2011, TheraCom sales to ABDC were $10.6 million, which were eliminated from the Company’s consolidated financial statements.

5

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Pro forma results of operations for the aforementioned acquisition have not been presented because the effects of revenue and earnings were not material to the consolidated financial statements.

Note 3. Income Taxes

The Company files income tax returns in U.S. federal and state jurisdictions as well as various foreign jurisdictions. As of December 31, 2011, the Company had unrecognized tax benefits, defined as the aggregate tax effect of differences between tax return positions and the benefits recognized in the Company’s financial statements, of $45.8 million ($31.0 million, net of federal benefit). If recognized, these tax benefits would reduce income tax expense and the effective tax rate. Included in this amount is $10.5 million of interest and penalties, which the Company records in income tax expense. During the three months ended December 31, 2011, unrecognized tax benefits increased by $0.1 million. During the next 12 months, it is reasonably possible that audit resolutions and the expiration of statutes of limitations could result in a reduction of unrecognized tax benefits by approximately $5.0 million.

Note 4. Goodwill and Other Intangible Assets

Following is a summary of the changes in the carrying value of goodwill for the three months ended December 31, 2011 (in thousands):

		September 30,
Goodwill at September 30, 2011	$	2,565,227
Goodwill recognized in connection with acquisition (See Note 2)		172,420
Foreign currency translation and other		2,860
Goodwill at December 31, 2011	$	2,740,507

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

		September 30,		September 30,			September 30,		September 30,		September 30,			September 30,
	December 31, 2011							September 30, 2011
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Indefinite-lived intangibles-trade names	$	237,768	$	—		$	237,768	$	237,711	$	—		$	237,711
Finite-lived intangibles:
Customer relationships		175,138		(77,837	)		97,301		117,540		(73,987	)		43,553
Other		59,629		(32,194	)		27,435		47,304		(30,711	)		16,593
Total other intangible assets	$	472,535	$	(110,031	)	$	362,504	$	402,555	$	(104,698	)	$	297,857

Amortization expense for other intangible assets was $4.9 million and $4.1 million in the three months ended December 31, 2011 and 2010, respectively. Amortization expense for other intangible assets is estimated to be $20.9 million in fiscal 2012, $19.2 million in fiscal 2013, $16.6 million in fiscal 2014, $12.4 million in fiscal 2015, $11.7 million in fiscal 2016, and $48.8 million thereafter.

6

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 5. Debt

Debt consisted of the following (in thousands):

		September 30,		September 30,
	December 31,		September 30,
	2011		2011
Blanco revolving credit facility at 1.30% and 1.23%, respectively, due 2012	$	55,000	$	55,000
Receivables securitization facility due 2014		—		—
Multi-currency revolving credit facility at 2.73% and 2.48%, respectively, due 2016		86,467		21,851
$392,326, 5 5/8% senior notes due 2012		392,081		392,000
$500,000, 5 7/8% senior notes due 2015		498,900		498,822
$400,000, 4 7/8% senior notes due 2019		397,270		397,190
$500,000, 3 1/2% senior notes due 2021		499,302		—
Other		—		89
Total debt		1,929,020		1,364,952
Less current portion		447,081		392,089
Total, net of current portion	$	1,481,939	$	972,863

The Company has a multi-currency senior unsecured revolving credit facility for $700 million, which was scheduled to expire in March 2015 (the “Multi-Currency Revolving Credit Facility”), with a syndicate of lenders. In October 2011, the Company entered into an amendment with the syndicate of lenders to extend the maturity date of the Multi-Currency Revolving Credit Facility to October 2016. The amendment also reduced the Company’s borrowing rates and facility fees. Interest on borrowings under the Multi-Currency Revolving Credit Facility accrues at specified rates based on the Company’s debt rating and ranges from 68 basis points to 155 basis points over LIBOR/EURIBOR/Bankers Acceptance Stamping Fee, as applicable (90 basis points over LIBOR/EURIBOR/Bankers Acceptance Stamping Fee at December 31, 2011). Additionally, interest on borrowings denominated in Canadian dollars may accrue at the greater of the Canadian prime rate or the CDOR rate. The Company pays facility fees to maintain the availability under the Multi-Currency Revolving Credit Facility at specified rates based on its debt rating, ranging from 7 basis points to 20 basis points, annually, of the total commitment (10 basis points at December 31, 2011). The Company may choose to repay or reduce its commitments under the Multi-Currency Revolving Credit Facility at any time. The Multi-Currency Revolving Credit Facility contains covenants, including compliance with a financial leverage ratio test, as well as others that impose limitations on, among other things, indebtedness of excluded subsidiaries and asset sales.

On October 31, 2011, the Company established a commercial paper program whereby it may from time to time issue short-term promissory notes in an aggregate amount of up to $700 million at any one time. Amounts available under the program may be borrowed, repaid, and re-borrowed from time to time. The maturities on the notes will vary, but may not exceed 365 days from the date of issuance. The notes will bear interest rates, if interest bearing, or will be sold at a discount from their face amounts. The commercial paper program does not increase the Company’s borrowing capacity as it is fully backed by the Company’s Multi-Currency Revolving Credit Facility. There were no borrowings outstanding under the commercial paper program at December 31, 2011.

The Company has a $700 million receivables securitization facility (“Receivables Securitization Facility”), which was scheduled to expire in April 2014. In October 2011, the Company entered into an amendment to the Receivables Securitization Facility to extend the maturity date to October 2014. The amendment also reduced the Company’s borrowing rates. The Company has available to it an accordion feature whereby the commitment on the Receivables Securitization Facility may be increased by up to $250 million, subject to lender approval, for seasonal needs during the December and March quarters. Interest rates are based on prevailing market rates for short-term commercial paper or LIBOR plus a program fee of 75 basis points. The Company pays an unused fee of 37.5 basis points, annually, to maintain the availability under the Receivables Securitization Facility. At December 31, 2011, there were no borrowings outstanding under the Receivables Securitization Facility. The Receivables Securitization Facility contains similar covenants to the Multi-Currency Revolving Credit Facility.

7

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The Blanco revolving credit facility (the “Blanco Credit Facility”) expires in April 2012. Borrowings under the Blanco Credit Facility are guaranteed by the Company. Interest on borrowings under the Blanco Credit Facility accrues at specific rates based on the Company’s debt rating (100 basis points over LIBOR at December 31, 2011).

In November 2011, the Company issued $500 million of 3 ¹/2% senior notes due November 15, 2021 (the “2021 Notes”). The 2021 Notes were sold at 99.858% of the principal amount and have an effective yield of 3.52%. The interest on the 2021 Notes is payable semiannually, in arrears, commencing May 15, 2012. The 2021 Notes rank pari passu to the Multi-Currency Revolving Credit Facility, the 5 5/8% senior notes due 2012, the 5 7/8% senior notes due 2015, and the 4 7/8% senior notes due 2019. The Company used the net proceeds of the 2021 Notes for general corporate purposes. Costs incurred in connection with the issuance of the 2021 Notes were deferred and are being amortized over the 10 year term of the notes.

Note 6. Stockholders’ Equity and Earnings per Share

The following table illustrates comprehensive income for the three months ended December 31, 2011 and 2010 (in thousands):

		September 30,		September 30,
	2011		2010
Net income	$	162,116	$	160,500
Foreign currency translation adjustments and other		6,487		6,702
Comprehensive income	$	168,603	$	167,202

In November 2010, the Company’s board of directors increased the quarterly cash dividend by 25% from $0.08 to $0.10 per share. In May 2011, the Company’s board of directors increased the quarterly cash dividend again by 15% to $0.115 per share. In November 2011, the Company’s board of directors increased the quarterly cash dividend again by 13% to $0.13 per share.

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

In September 2010, the Company’s board of directors authorized a program allowing the Company to purchase up to $500 million of its outstanding shares of common stock, subject to market conditions. During the three months ended December 31, 2010, the Company purchased 2.8 million shares for $87.1 million under this program.

In August 2011, the Company’s board of directors authorized a new program allowing the Company to purchase up to $750 million of its outstanding shares of common stock, subject to market conditions. During the three months ended December 31, 2011, the Company purchased 3.3 million shares for $119.9 million under this new program.

On December 30, 2011, the Company retired 238.8 million shares of its treasury stock.

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

8

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

		September 30,		September 30,
	Three months ended
	December 31,
(in thousands)	2011		2010
Weighted average common shares outstanding—basic		258,461		275,605
Effect of dilutive securities: stock options, restricted stock, and restricted stock units		4,623		5,088
Weighted average common shares outstanding—diluted		263,084		280,693

The potentially dilutive stock options that were antidilutive for the three months ended December 31, 2011 and 2010 were 3.2 million and 3.5 million, 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.

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

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

Qui Tam Matter

On October 24, 2011, the Company announced that it had reached a preliminary agreement for a civil settlement (the “Preliminary Settlement”) with the United States Attorney’s Office for the Eastern District of New York, the plaintiff states and the relator (collectively, the “Plaintiffs”) of claims against two of the Company’s business units, ASD Specialty Healthcare, Inc. (“ASD”) and International Nephrology Network (“INN”), who were named, along with Amgen Inc., in a civil case filed under the qui tam provisions of the federal and various state civil False Claims Acts. The civil case was administratively closed after the Preliminary Settlement was reached. The Preliminary Settlement is subject to completion and approval of an executed written settlement agreement with the Plaintiffs, which the Company expects to finalize in its fiscal year ending September 30, 2012. The Company does not expect INN or ASD to admit any liability in connection with the settlement. The Company recorded a $16 million charge in the fiscal year ended September 30, 2011 in connection with the Preliminary Settlement.

9

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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

The Company has learned that there are prior and subsequent filings in one or more federal district courts, including a complaint filed by one of its former employees, that are under seal and involve allegations against the Company (and/or subsidiaries or businesses of the Company, including its group purchasing organization for oncologists and its oncology distribution business) similar to those raised in the District of Massachusetts case. The Preliminary Settlement encompasses resolution of one of these other filings. The Company cannot predict the outcome of any other pending action in which any AmerisourceBergen entity is or may become a defendant.

Note 8. Fair Value of Financial Instruments

The recorded amounts of the Company’s cash and cash equivalents, accounts receivable and accounts payable at December 31, 2011 and September 30, 2011 approximate fair value based upon the relatively short-term nature of these financial instruments. Within cash and cash equivalents, the Company had $984.9 million and $491.1 million of investments in money market accounts as of December 31, 2011 and September 30, 2011, respectively. The fair values of the money market accounts were determined based on unadjusted quoted prices in active markets for identical assets, otherwise known as Level 1 investments. The recorded amount of debt (see Note 5) and the corresponding fair value, which is estimated based on quoted market prices, as of December 31, 2011 were $1,929.0 million and $2,078.7 million, respectively. The recorded amount of debt and the corresponding fair value, which is estimated based on quoted market prices, as of September 30, 2011 were $1,365.0 million and $1,507.0 million, respectively.

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

The Company’s 5 5/8% senior notes due September 15, 2012 (the “2012 Notes”), 5 7/8% senior notes due September 15, 2015 (the “2015 Notes”), 4 7/8% senior notes due November 15, 2019 (the “2019 Notes”), and 3 1/2% senior notes due November 15, 2021 (the “2021 Notes” and, together with the 2012 Notes, 2015 Notes, and 2019 Notes, the “Notes”) each are fully and unconditionally guaranteed on a joint and several basis by certain of the Company’s subsidiaries (the subsidiaries of the Company that are guarantors of any of the Notes being referred to collectively as the “Guarantor Subsidiaries”). The total assets, stockholders’ equity, revenue, earnings, and cash flows from operating activities of the Guarantor Subsidiaries reflect the majority of the consolidated total of such items as of or for the periods reported. The only consolidated subsidiaries of the Company that are not guarantors of the Notes (the “Non-Guarantor Subsidiaries”) are: (a) the receivables securitization special purpose entity, (b) the foreign operating subsidiaries, and (c) certain smaller operating subsidiaries. The following tables present condensed consolidating financial statements including AmerisourceBergen Corporation (the “Parent”), the Guarantor Subsidiaries, and the Non-Guarantor Subsidiaries. Such financial statements include balance sheets as of December 31, 2011 and September 30, 2011, statements of operations for the three months ended December 31, 2011 and 2010, and statements of cash flows for the three months ended December 31, 2011 and 2010.

10

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

SUMMARY CONSOLIDATING BALANCE SHEETS:

		September 30,			September 30,		September 30,		September 30,			September 30,
	December 31, 2011
(in thousands)	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated Total
Current assets:
Cash and cash equivalents	$	1,828,101		$	452,414	$	89,820	$	—		$	2,370,335
Accounts receivable, net		58			1,411,927		2,312,471		—			3,724,456
Merchandise inventories		—			5,635,407		188,951		—			5,824,358
Prepaid expenses and other		4,869			28,744		3,018		—			36,631
Total current assets		1,833,028			7,528,492		2,594,260		—			11,955,780
Property and equipment, net		—			759,022		34,582		—			793,604
Goodwill and other intangible assets		—			2,969,422		133,589		—			3,103,011
Other assets		15,252			107,694		2,925		—			125,871
Intercompany investments and advances		2,570,097			1,818,803		310,377		(4,699,277	)		—
Total assets	$	4,418,377		$	13,183,433	$	3,075,733	$	(4,699,277	)	$	15,978,266
Current liabilities:
Accounts payable	$	—		$	9,416,538	$	172,481	$	—		$	9,589,019
Accrued expenses and other		(273,775	)		684,953		7,786		—			418,964
Current portion of long-term debt		392,081			—		55,000		—			447,081
Deferred income taxes		—			846,313		—		—			846,313
Total current liabilities		118,306			10,947,804		235,267		—			11,301,377
Long-term debt, net of current portion		1,395,472			—		86,467		—			1,481,939
Other liabilities		—			287,357		2,994		—			290,351
Total stockholders’ equity		2,904,599			1,948,272		2,751,005		(4,699,277	)		2,904,599
Total liabilities and stockholders’ equity	$	4,418,377		$	13,183,433	$	3,075,733	$	(4,699,277	)	$	15,978,266

11

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

SUMMARY CONSOLIDATING BALANCE SHEETS:

		September 30,			September 30,		September 30,			September 30,			September 30,
	September 30, 2011
(in thousands)	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Current assets:
Cash and cash equivalents	$	1,299,181		$	467,820	$	58,989		$	—		$	1,825,990
Accounts receivable, net		35			1,235,505		2,601,663			—			3,837,203
Merchandise inventories		—			5,299,041		167,493			—			5,466,534
Prepaid expenses and other		2,483			82,214		3,199			—			87,896
Total current assets		1,301,699			7,084,580		2,831,344			—			11,217,623
Property and equipment, net		—			746,782		26,134			—			772,916
Goodwill and other intangible assets		—			2,731,881		131,203			—			2,863,084
Other assets		10,316			116,351		2,381			—			129,048
Intercompany investments and advances		2,576,456			2,465,540		(10,222	)		(5,031,774	)		—
Total assets	$	3,888,471		$	13,145,134	$	2,980,840		$	(5,031,774	)	$	14,982,671
Current liabilities:
Accounts payable	$	—		$	9,025,761	$	176,354		$	—		$	9,202,115
Accrued expenses and other		(266,399	)		682,305		7,011			—			422,917
Current portion of long-term debt		392,000			89		—			—			392,089
Deferred income taxes		—			837,999		—			—			837,999
Total current liabilities		125,601			10,546,154		183,365			—			10,855,120
Long-term debt, net of current portion		896,012			—		76,851			—			972,863
Other liabilities		—			284,199		3,631			—			287,830
Total stockholders’ equity		2,866,858			2,314,781		2,716,993			(5,031,774	)		2,866,858
Total liabilities and stockholders’ equity	$	3,888,471		$	13,145,134	$	2,980,840		$	(5,031,774	)	$	14,982,671

12

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS:

		September 30,			September 30,		September 30,			September 30,			September 30,
	Three months ended December 31, 2011
(in thousands)	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Revenue	$	—		$	19,834,896	$	558,751		$	(33,002	)	$	20,360,645
Cost of goods sold		—			19,264,092		503,460			—			19,767,552
Gross profit		—			570,804		55,291			(33,002	)		593,093
Operating expenses:
Distribution, selling, and administrative		—			286,427		20,440			(33,002	)		273,865
Depreciation		—			25,003		813			—			25,816
Amortization		—			4,188		751			—			4,939
Employee severance, litigation and other		—			3,559		—			—			3,559
Operating income		—			251,627		33,287			—			284,914
Other income		—			—		(1	)		—			(1	)
Interest expense, net		(1,035	)		21,491		2,135			—			22,591
Income before income taxes and equity in earnings of subsidiaries		1,035			230,136		31,153			—			262,324
Income taxes		379			88,399		11,430			—			100,208
Equity in earnings of subsidiaries		161,460			—		—			(161,460	)		—
Net income	$	162,116		$	141,737	$	19,723		$	(161,460	)	$	162,116

13

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS:

		September 30,			September 30,			September 30,			September 30,			September 30,
	Three months ended December 31, 2010
(in thousands)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Revenue	$	—		$	19,451,810		$	469,244		$	(32,445	)	$	19,888,609
Cost of goods sold		—			18,891,139			417,238			—			19,308,377
Gross profit		—			560,671			52,006			(32,445	)		580,232
Operating expenses:
Distribution, selling, and administrative		—			295,399			15,079			(32,445	)		278,033
Depreciation		—			20,453			851			—			21,304
Amortization		—			3,344			785			—			4,129
Operating income		—			241,475			35,291			—			276,766
Other income		—			(1,666	)		(1	)		—			(1,667	)
Interest expense, net		389			16,210			2,545			—			19,144
(Loss) income before income taxes and equity in earnings of subsidiaries		(389	)		226,931			32,747			—			259,289
Income taxes		(136	)		87,236			11,689			—			98,789
Equity in earnings of subsidiaries		160,753			—			—			(160,753	)		—
Net income	$	160,500		$	139,695		$	21,058		$	(160,753	)	$	160,500

14

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS:

		September 30,			September 30,			September 30,			September 30,			September 30,
	Three months ended December 31, 2011
(in thousands)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Net income	$	162,116		$	141,737		$	19,723		$	(161,460	)	$	162,116
Adjustments to reconcile net income to net cash (used in) provided by operating activities		(170,267	)		12,511			265,883			161,460			269,587
Net cash (used in) provided by operating activities		(8,151	)		154,248			285,606			—			431,703
Capital expenditures		—			(38,903	)		(9,235	)		—			(48,138	)
Cost of acquired companies, net of cash		—			(250,501	)		—			—			(250,501	)
Net cash used in investing activities		—			(289,404	)		(9,235	)		—			(298,639	)
Long-term debt borrowings		499,290			—			—			—			499,290
Net borrowings under revolving credit facility		—			—			63,826			—			63,826
Purchases of common stock		(128,042	)		—			—			—			(128,042	)
Exercises of stock options, including excess tax benefit		16,450			—			—			—			16,450
Cash dividends on common stock		(33,708	)		—			—			—			(33,708	)
Debt issuance costs and other		(5,914	)		(89	)		(532	)		—			(6,535	)
Intercompany financing and advances		188,995			119,839			(308,834	)		—			—
Net cash provided by (used in) financing activities		537,071			119,750			(245,540	)		—			411,281
Increase (decrease) in cash and cash equivalents		528,920			(15,406	)		30,831			—			544,345
Cash and cash equivalents at beginning of period		1,299,181			467,820			58,989			—			1,825,990
Cash and cash equivalents at end of period	$	1,828,101		$	452,414		$	89,820		$	—		$	2,370,335

15

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS:

		September 30,			September 30,			September 30,			September 30,			September 30,
	Three months ended December 31, 2010
(in thousands)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Net income	$	160,500		$	139,695		$	21,058		$	(160,753	)	$	160,500
Adjustments to reconcile net income to net cash provided by (used in) operating activities		(160,043	)		(155,002	)		(105,408	)		160,753			(259,700	)
Net cash provided by (used in) operating activities		457			(15,307	)		(84,350	)		—			(99,200	)
Capital expenditures		—			(49,252	)		(839	)		—			(50,091	)
Net cash used in investing activities		—			(49,252	)		(839	)		—			(50,091	)
Net borrowings under revolving credit facility		—			—			58,401			—			58,401
Purchases of common stock		(185,362	)		—			—			—			(185,362	)
Exercises of stock options, including excess tax benefit		46,982			—			—			—			46,982
Cash dividends on common stock		(27,735	)		—			—			—			(27,735	)
Debt issuance costs and other		(158	)		(119	)		(5	)		—			(282	)
Intercompany financing and advances		(125,666	)		53,457			72,209			—			—
Net cash (used in) provided by financing activities		(291,939	)		53,338			130,605			—			(107,996	)
(Decrease) increase in cash and cash equivalents		(291,482	)		(11,221	)		45,416			—			(257,287	)
Cash and cash equivalents at beginning of period		1,552,122			79,700			26,360			—			1,658,182
Cash and cash equivalents at end of period	$	1,260,640		$	68,479		$	71,776		$	—		$	1,400,895

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 notes thereto included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2011.

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

On November 1, 2011, we acquired TheraCom, LLC (“TheraCom”), a subsidiary of CVS Caremark Corporation, for a purchase price of $250.0 million, subject to a working capital adjustment. TheraCom is a leading provider of commercialization support services to the biotechnology and pharmaceutical industry, specifically providing reimbursement and patient access support services. TheraCom’s capabilities complement those of the Lash Group, a business unit within AmerisourceBergen Consulting Services, and will significantly increase the size and scope of its consulting services. TheraCom’s annualized revenues are approximately $700 million, the majority of which are provided by the specialized distribution component of the integrated reimbursement support services for certain unique prescription products. Approximately $60 million of these revenues are from sales to AmerisourceBergen Drug Corporation. During the quarter ended December 31, 2011, TheraCom sales to AmerisourceBergen Drug Corporation were $10.6 million, which were eliminated from our consolidated financial statements.

Pharmaceutical Distribution

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

Prior to fiscal 2012, the operations of American Health Packaging, Anderson Packaging (“Anderson”) and Brecon Pharmaceuticals Limited (“Brecon”) were included within what was known as the AmerisourceBergen Packaging Group operating segment. Beginning in fiscal 2012, to increase our operating efficiencies and to better align our operations, the operations of American Health Packaging were combined with the ABDC operating segment and the operations of Anderson and Brecon were combined with the ABCS operating segment.

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

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

17

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

ABCS, through a number of operating businesses, provides commercialization support services including reimbursement support programs, outcomes research, contract field staffing, patient assistance and copay assistance programs, adherence programs, risk mitigation services, and other market access programs to pharmaceutical and biotechnology manufacturers. Additionally, Anderson and Brecon (based in the United Kingdom) are leading providers of contract packaging and also provide clinical trials services for pharmaceutical manufacturers.

Summary Financial Information

		September 30,			September 30,			September 30,
	Three months ended December 31,
(dollars in thousands)	2011			2010			Change
Revenue	$	20,360,645		$	19,888,609			2.4	%
Gross profit	$	593,093		$	580,232			2.2	%
Operating expenses	$	308,179		$	303,466			1.6	%
Operating income	$	284,914		$	276,766			2.9	%
Percentages of revenue:
Gross profit		2.91	%		2.92	%
Operating expenses		1.51	%		1.53	%
Operating income		1.40	%		1.39	%

Results of Operations

Revenue of $20.4 billion in the quarter ended December 31, 2011 increased 2.4% from the prior year quarter. The increase in revenue was due to the 2% revenue growth of ABDC and the 4% revenue growth of ABSG. Additionally, our recent acquisitions, with TheraCom being the largest contributor, added 0.6% to our revenue growth.

ABDC’s revenue increased 2% from the prior year quarter due to growth from alternate site, independent, and hospital customers, offset in part by a reduction in chain customer revenue primarily due to the previously announced loss of one of our larger retail customers, the former Long’s Drugs, which was acquired by a customer of one of our competitors and did not renew its contract prior to September 30, 2011. As a result, as of October 1, 2011, we no longer service this large retail customer.

ABSG’s revenue of $4.0 billion in the quarter ended December 31, 2011 increased 4% from the prior year quarter primarily due to the growth in its third-party logistics business. The majority of ABSG’s revenue is generated from the distribution of pharmaceuticals to physicians who specialize in a variety of disease states, especially oncology. ABSG’s business may be adversely impacted in the future by changes in medical guidelines and the Medicare reimbursement rates for certain pharmaceuticals, especially oncology drugs administered by physicians and anemia drugs. Since ABSG provides a number of services to or through physicians, any changes affecting this service channel could result in slower growth or reduced revenues.

We continue to expect our revenue growth in fiscal 2012 to be relatively flat or to grow modestly in comparison to fiscal 2011. We expect a significant number of brand to generic drug conversions in fiscal 2012 and, as mentioned above, one of our larger retail customers was acquired by a customer of one of our competitors and did not renew its contract. Our expected growth rate reflects U.S. pharmaceutical industry conditions, including increases in prescription drug utilization, the introduction of new products, and higher branded pharmaceutical prices, offset, in part, by the increased use of lower priced generics. Our growth also may be impacted, among other things, by industry competition and changes in customer mix. In July 2011, our largest customer, Medco Health Solutions, Inc. (“Medco”), which accounted for 19% of our revenue in fiscal 2011, announced its intention to merge with Express Scripts, Inc., which will be the surviving corporation and is a customer of one of our competitors. Our business with Medco contributes approximately 5% of our earnings. Our current contract with Medco continues at least through March 2013. We will make every effort to extend our relationship with the combined entity upon the expiration of our current contract; however, if we fail to do so, our revenue, earnings, and cash flows would be significantly impacted. Our future revenue growth will continue to be

18

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

affected by various factors such as industry growth trends, including the likely increase in the number of generic drugs that will be available over the next few years as a result of the expiration of certain drug patents held by brand-name pharmaceutical manufacturers, general economic conditions in the United States, competition within the industry, customer consolidation, changes in pharmaceutical manufacturer pricing and distribution policies and practices, increased downward pressure on government and other third party reimbursement rates to our customers, and changes in Federal government rules and regulations.

Gross profit of $593.1 million in the quarter ended December 31, 2011 increased $12.9 million or 2.2% from the prior year quarter. The increase in gross profit was due to our revenue growth, the strong growth and profitability of our generic programs, and the contributions made by our recent acquisitions, primarily TheraCom, all of which was offset in part by normal competitive pressures on customer margins. In the prior year quarter ended December 31, 2010, our gross profit was positively impacted by a non-recurring $12 million benefit in connection with a customer being acquired by a third party. We expect the gross profit contributions from the sales of Oxaliplatin, Gemcitabine and Docetaxel (all generic oncology drugs) to be significantly lower in fiscal 2012, particularly in our fiscal second and third quarters, in comparison to fiscal 2011. In fiscal 2012, we expect the gross profit decline from the above-mentioned three specialty generic products will be substantially offset by the expected gross profit contribution from over 30 ABDC brand to generic product conversions that are anticipated to occur. However, there are unique circumstances surrounding the launch of each generic product and the actual gross profit from these launches can differ materially from what we expect.

As a percentage of revenue, our gross profit margin of 2.91% in the quarter ended December 31, 2011 decreased by 1 basis point from the prior year quarter primarily due to the prior year non-recurring $12 million customer benefit.

Our cost of goods sold for interim periods includes a last-in, first-out (“LIFO”) provision that is based on our estimated annual LIFO provision. We recorded a LIFO charge of $3.2 million and $9.9 million in the quarters ended December 31, 2011 and 2010, respectively. The annual LIFO provision is affected by changes in inventory quantities, product mix, and manufacturer pricing practices, which may be impacted by market and other external influences.

Operating expenses of $308.2 million in the quarter ended December 31, 2011 increased $4.7 million or 1.6% from the prior year quarter due to the incremental operating costs of our recently acquired companies, an increase of $4.5 million in depreciation expense primarily due to our new ERP system, and the $3.6 million of acquisition related costs. These items were offset in part by a decline in employee compensation and benefit costs, and a reduction in consulting expenses. As a percentage of revenue, operating expenses were 1.51% in the quarter ended December 31, 2011 and represented a 2 basis point decrease in our operating expense ratio from the prior year quarter.

Operating income of $284.9 million in the quarter ended December 31, 2011 increased 2.9% from the prior year quarter due to the increase in our gross profit, offset in part by the increase in our operating expenses. As a percentage of revenue, operating income increased 1 basis point to 1.40% in the quarter ended December 31, 2011 from the prior year quarter due to the decrease in our operating expense margin, offset in part by the decrease in our gross profit margin.

Other income of $1.7 million in the quarter ended December 31, 2010 included a $1.9 million gain resulting from payments received in excess of amounts accrued on a note receivable relating to a prior business disposition.

19

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

Interest expense, interest income, and the respective weighted average interest rates in the quarters ended December 31, 2011 and 2010 were as follows (in thousands):

		September 30,			September 30,			September 30,			September 30,
	2011						2010
	Amount			Weighted Average Interest Rate			Amount			Weighted Average Interest Rate
Interest expense	$	22,796			4.97	%	$	19,738			5.33	%
Interest income		(205	)		0.15	%		(594	)		0.24	%
Interest expense, net	$	22,591					$	19,144

Interest expense increased from the prior year quarter due to an increase of $279.0 million in average borrowings, primarily due to the November 2011 issuance of our new $500 million 3 ¹/2% senior notes due 2021, as described further within Liquidity and Capital Resources. In addition, interest costs capitalized relating to our Business Transformation project of $0.3 million and $1.0 million in the quarters ended December 31, 2011 and 2010, respectively, had the effect of reducing interest expense for those periods. Our average invested cash was $1.7 billion and $1.0 billion during the quarters ended December 31, 2011 and 2010, respectively. Despite the increase in our average invested cash, interest income was lower in the current year quarter due to a decrease in the weighted average interest rate and an increase in the amount of cash held in non-interest bearing cash accounts. We expect our interest expense to be significantly higher in fiscal 2012 than fiscal 2011 due to the issuance of the above mentioned notes.

Income taxes in the quarter ended December 31, 2011 reflect an effective income tax rate of 38.2%, compared to 38.1% in the prior year quarter. We continue to expect that our ongoing effective tax rate will be approximately 38.4%.

Net income of $162.1 million in the quarter ended December 31, 2011 increased 1% from the prior year quarter primarily due to the increase in our operating income, offset by the increase in interest expense. Diluted earnings per share of $0.62 in the quarter ended December 31, 2011 increased 9% from $0.57 per share in the prior year quarter. The difference between diluted earnings per share growth and the increase in net income for the quarter ended December 31, 2011 was due to the 6% reduction in weighted average common shares outstanding, primarily from purchases of our common stock, net of the impact of stock option exercises.

20

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

Liquidity and Capital Resources

The following table illustrates our debt structure at December 31, 2011, including availability under revolving credit facilities and the receivables securitization facility (in thousands):

		September 30,		September 30,
	Outstanding Balance		Additional Availability
Fixed-Rate Debt:
$392,326, 5 5/8% senior notes due 2012	$	392,081	$	—
$500,000, 5 7/8% senior notes due 2015		498,900		—
$400,000, 4 7/8% senior notes due 2019		397,270		—
$500,000, 3 1/2% senior notes due 2021		499,302		—
Total fixed-rate debt		1,787,553		—
Variable-Rate Debt:
Blanco revolving credit facility due 2012		55,000		—
Multi-currency revolving credit facility due 2016		86,467		603,165
Receivables securitization facility due 2014		—		700,000
Other		—		1,555
Total variable-rate debt		141,467		1,304,720
Total debt, including current portion	$	1,929,020	$	1,304,720

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

In November 2011, we issued $500 million of 3 1/2% senior notes due November 15, 2021 (the “2021 Notes”). The 2021 Notes were sold at 99.858% of the principal amount and have an effective yield of 3.52%. Interest on the 2021 Notes is payable semiannually, in arrears, commencing May 15, 2012. The 2021 Notes rank pari passu to the Multi-Currency Revolving Credit Facility and the 2012 Notes, the 2015 Notes, and the 2019 Notes (all defined below). We used the net proceeds of the 2021 Notes for general corporate purposes. Costs incurred in connection with the issuance of the 2021 Notes were deferred and are being amortized over the ten-year term of the notes.

We have a $700 million multi-currency senior unsecured revolving credit facility, which was scheduled to expire in March 2015, (the “Multi-Currency Revolving Credit Facility”) with a syndicate of lenders. In October 2011, we entered into an amendment with the syndicate of lenders to extend the maturity date of the Multi-Currency Revolving Credit Facility to October 2016. The amendment also reduced our borrowing rates and facility fees. Interest on borrowings under the Multi-Currency Revolving Credit Facility accrues at specified rates based on our debt rating and ranges from 68 basis points to 155 basis points over LIBOR/EURIBOR/Bankers Acceptance Stamping Fee, as applicable (90 basis points over LIBOR/EURIBOR/Bankers Acceptance Stamping Fee at December 31, 2011). Additionally, interest on borrowings denominated in Canadian dollars may accrue at the greater of the Canadian prime rate or the CDOR rate. We pay facility fees to maintain the availability under the Multi-Currency Revolving Credit Facility at specified rates based on our debt rating, ranging from 7 basis points to 20 basis points, annually, of the total commitment (10 basis points at December 31, 2011). 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.

21

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

On October 31, 2011, we established a commercial paper program whereby we may from time to time issue short-term promissory notes in an aggregate amount of up to $700 million at any one time. Amounts available under the program may be borrowed, repaid, and re-borrowed from time to time. The maturities on the notes will vary, but may not exceed 365 days from the date of issuance. The notes will bear interest rates, if interest bearing, or will be sold at a discount from their face amounts. The commercial paper program does not increase our borrowing capacity as it is fully backed by our Multi-Currency Revolving Credit Facility. There were no borrowings outstanding under our commercial paper program at December 31, 2011.

We have a $700 million receivables securitization facility (“Receivables Securitization Facility”), which was scheduled to expire in April 2014. In October 2011, we entered into an amendment to the Receivables Securitization Facility to extend the maturity date to October 2014. The amendment also reduced our borrowing rates. We have available to us an accordion feature whereby the commitment on the Receivables Securitization Facility may be increased by up to $250 million, subject to lender approval, for seasonal needs during the December and March quarters. Interest rates are currently based on prevailing market rates for short-term commercial paper or LIBOR plus a program fee of 75 basis points. We currently pay an unused fee of 37.5 basis points, annually, to maintain the availability under the Receivables Securitization Facility. At December 31, 2011, there were no borrowings outstanding under the Receivables Securitization Facility. The Receivables Securitization Facility contains similar covenants to the Multi-Currency Revolving Credit Facility.

In April 2011, we amended the $55 million Blanco revolving credit facility, (the “Blanco Credit Facility”) to extend the maturity date to April 2012. Borrowings under the Blanco Credit Facility are guaranteed by us. Interest on borrowings under this facility accrues at 100 basis points over LIBOR.

We have $392.3 million of 5 5/8% senior notes due September 15, 2012 (the “2012 Notes”), $500 million of 5 7/8% senior notes due September 15, 2015 (the “2015 Notes”), and $400 million of 4 7/8% senior notes due November 15, 2019 (the “2019 Notes”). Interest on the 2012 Notes, the 2015 Notes, and the 2019 Notes is payable semiannually in arrears. All of the senior notes rank pari passu to the Multi-Currency Revolving Credit Facility.

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

Our primary ongoing cash requirements will be to finance working capital, fund the repayment of debt, fund the payment of interest on debt, fund repurchases of our common stock, fund the payment of dividends, finance acquisitions, and fund capital expenditures (including our Business Transformation project, which involves the implementation of our new ERP system) and routine growth and expansion through new business opportunities. In August 2011, our board of directors approved a new program allowing us to purchase up to $750 million of our outstanding shares of common stock, subject to market conditions. During the three months ended December 31, 2011, we purchased $119.9 million of our common stock under the $750 million share repurchase program. Additionally, we paid $8.0 million in October 2011 to settle purchases of our common stock made on September 29, 2011. As of December 31, 2011, we had $380.1 million of availability remaining on the $750 million share repurchase program. We currently expect to purchase approximately $400 million of our common stock in fiscal 2012, subject to market conditions. Future cash flows from operations and borrowings are expected to be sufficient to fund our ongoing cash requirements.

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

We have market risk exposure to interest rate fluctuations relating to our debt. We manage interest rate risk by using a combination of fixed-rate and variable-rate debt. At December 31, 2011, we had $141.5 million of variable-rate debt outstanding. The amount of variable-rate debt fluctuates during the year based on our working capital requirements. We periodically evaluate financial instruments to manage our exposure to fixed and variable interest rates. However, there are no assurances that such instruments will be available in the combinations we want and on terms acceptable to us. There were no such financial instruments in effect at December 31, 2011.

22

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

We also have market risk exposure to interest rate fluctuations relating to our cash and cash equivalents. We had $2.4 billion in cash and cash equivalents at December 31, 2011, of which $984.9 million was invested in money market accounts at financial institutions. The unfavorable impact of a hypothetical decrease in interest rates on cash and cash equivalents would be partially offset by the favorable impact of such a decrease on variable-rate debt. For every $100 million of cash invested that is in excess of variable-rate debt, a 10 basis point decrease in interest rates would increase our annual net interest expense by $0.1 million.

At any point in time, a portion of our cash invested in money market accounts at financial institutions may hold short-term fixed income investments issued by non-United States companies and/or foreign governments. Our investments in these accounts could be impacted by market fluctuations, if any, caused by a sovereign debt default.

We are exposed to foreign currency and exchange rate risk from our non-U.S. operations. Our largest exposure to foreign exchange rates exists primarily with the Canadian Dollar. We may utilize foreign currency denominated forward contracts to hedge against changes in foreign exchange rates. Such contracts generally have durations of less than one year. We had no foreign currency denominated forward contracts at December 31, 2011. We may use derivative instruments to hedge our foreign currency exposure, but not for speculative or trading purposes.

Following is a summary of our contractual obligations for future principal and interest payments on our debt, minimum rental payments on our noncancelable operating leases and minimum payments on our other commitments at December 31, 2011 (in thousands):

		September 30,		September 30,		September 30,		September 30,		September 30,
	Payments Due by Period
	Total		Within 1 Year		1-3 Years		4-5 Years		After 5 Years
Debt, including interest payments	$	2,415,186	$	538,179	$	137,150	$	693,857	$	1,046,000
Operating leases		240,453		42,681		74,014		54,673		69,085
Other commitments		399,856		307,105		77,534		15,217		—
Total	$	3,055,495	$	887,965	$	288,698	$	763,747	$	1,115,085

We have commitments to purchase blood plasma products from suppliers through December 31, 2012. We are required to purchase quantities at prices that we believe will represent market prices. We currently estimate our remaining purchase commitment under these agreements will be approximately $258.7 million as of December 31, 2011. These blood product commitments are included in “Other commitments” in the above table.

We have outsourced to IBM Global Services (“IBM”) a significant portion of our corporate and ABDC information technology activities, including assistance with the implementation of our new enterprise resource planning (“ERP”) system. The remaining commitment under our 10-year arrangement, as amended, which expires in June 2015, is approximately $118.5 million as of December 31, 2011, of which $38.4 million represents our commitment over the next twelve months, and is included in “Other commitments” in the above contractual obligations table.

Our liability for uncertain tax positions was $45.8 million (including interest and penalties) as of December 31, 2011. This liability represents an estimate of tax positions that we have taken in our tax returns which may ultimately not be sustained upon examination by taxing authorities. Since the amount and timing of any future cash settlements cannot be predicted with reasonable certainty, the estimated liability has been excluded from the above contractual obligations table.

23

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

During the quarter ended December 31, 2011, our operating activities provided $431.7 million of cash in comparison to cash used of $99.2 million in the prior year quarter. Cash provided by operations during the quarter ended December 31, 2011 was principally the result of net income of $162.1 million, an increase in accounts payable, accrued expenses and income taxes of $248.0 million, a decrease in accounts receivable of $243.4 million, and non-cash items of $57.2 million, offset, in part, by an increase in merchandise inventories of $326.7 million. Non-cash items included the provision for deferred income taxes of $6.6 million, which represents a $13.7 million decline from the prior year quarter. Deferred income taxes were significantly higher in the prior year quarter due to the larger income tax deductions associated with merchandise inventories and tax bonus depreciation resulting from our Business Transformation capital expenditures. The increase in accounts payable, accrued expenses and income taxes was primarily driven by the timing of inventory purchases made and the related payments to our suppliers. The average number of days payable outstanding in the quarter ended December 31, 2011 increased over 2 days from the prior year quarter. Accounts receivable declined from September 30, 2011, reflecting timing of customer purchases and payments as of December 31, 2011. The average number of days sales outstanding in the quarter ended December 31, 2011 increased slightly to 17.7 days from 17.4 days in the prior year quarter. Consistent with prior years, we increased our merchandise inventories at December 31, 2011 due to seasonal needs, yet the average number of inventory days on hand in the quarter ended December 31, 2011 remained consistent to the prior year quarter. Our cash flow from operating activities can vary significantly from period to period based on fluctuations in our period end working capital. Currently, we expect cash from operating activities in fiscal 2012 to be between $850 million and $950 million. Operating cash uses during the quarter ended December 31, 2011 included $10.8 million of interest payments and $1.8 million of income tax payments, net of refunds.

During the quarter ended December 31, 2010, our operating activities used $99.2 million of cash. Cash used in operations during the quarter ended December 31, 2010 was principally the result of a decrease in accounts payable, accrued expenses and income taxes of $399.7 million and an increase in merchandise inventories of $227.7 million, offset, in part, by a decrease in accounts receivable of $275.8 million, net income of $160.5 million, and non-cash items of $61.0 million. The decrease in accounts payable, accrued expenses and income taxes was primarily driven by the timing of inventory purchases made and the related payments to our suppliers, particularly at ABSG, where significant inventory purchases made in fiscal 2010 were paid for in the December 2010 quarter. ABSG’s accounts payable declined by approximately $300 million from September 30, 2010 to December 31, 2010. The average number of days payable outstanding in the quarter ended December 31, 2010 decreased by 1 day from the prior year quarter. Merchandise inventories increased primarily due to our revenue growth and, consistent with prior years, we increased our inventory due to seasonal needs, yet the average number of inventory days on hand in the quarter ended December 31, 2010 decreased by 1 day from the prior year quarter. Despite the increase in revenue in the quarter ended December 31, 2010, accounts receivable declined from September 30, 2010, reflecting customer mix and timing of cash receipts, while the average number of days sales outstanding during the current quarter was relatively consistent to the prior year quarter. Operating cash uses during the quarter ended December 31, 2010 included $10.6 million in interest payments and $9.2 million of income tax payments, net of refunds.

Capital expenditures for the quarters ended December 31, 2011 and 2010 were $48.1 million and $50.1 million, respectively. Our most significant capital expenditures in the quarters ended December 31, 2011 and 2010 related to our Business Transformation project, which includes a new ERP system for our corporate office and for our ABDC operations, and ABDC purchases of machinery and equipment, which were previously sold to financial institutions and leased back by us. Significant capital expenditures in the quarter ended December 31, 2011 also included investments to expand our infrastructure in Canada, and other ABCS facility expansions and improvements. Significant capital expenditures in the quarter ended December 31, 2010 also included ABSG technology initiatives. We currently expect to spend approximately $150 million for capital expenditures during fiscal 2012.

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

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

During the quarters ended December 31, 2011 and 2010, we paid $128.0 million and $185.4 million, respectively, for purchases of our common stock shares.

24

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

In November 2010, our board of directors increased the quarterly cash dividend by 25% from $0.08 per share to $0.10 per share. In May 2011, our board of directors increased the quarterly cash dividend by 15% from $0.10 per share to $0.115 per share. In November 2011, our board of directors increased the quarterly cash dividend again by 13% from $0.115 per share to $0.13 per share. We anticipate that we will continue to pay quarterly cash dividends in the future. However, the payment and amount of future dividends remains within the discretion of our board of directors and will depend upon our future earnings, financial condition, capital requirements, and other factors.

Forward-Looking Statements

Certain of the statements contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this report are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may vary materially from the expectations contained in the forward-looking statements. The following factors, among others, could cause actual results to differ materially from those described in any forward-looking statements: changes in pharmaceutical market growth rates; the loss of one or more key customer or supplier relationships; changes in customer mix; customer delinquencies, defaults or insolvencies; supplier defaults or insolvencies; changes in pharmaceutical manufacturers’ pricing and distribution policies or practices; adverse resolution of any contract or other dispute with customers or suppliers; federal and state government enforcement initiatives to detect and prevent suspicious orders of controlled substances and the diversion of controlled substances; qui tam litigation for alleged violations of fraud and abuse laws and regulations and/or any other laws and regulations governing the marketing, sale and purchase of pharmaceutical products or services and any related litigation, including shareholder derivative lawsuits; changes in federal and state legislation or regulatory action affecting pharmaceutical product pricing or reimbursement policies, including under Medicaid and Medicare; changes in regulatory or clinical medical guidelines and/or labeling for the pharmaceutical products we distribute, including certain anemia products; price inflation in branded pharmaceuticals and price deflation in generics; greater or less than anticipated benefit from launches of the generic versions of previously patented pharmaceutical products; significant breakdown or interruption of our information technology systems; our inability to continue to implement an enterprise resource planning (ERP) system to handle business and financial processes and transactions (including processes and transactions related to our customers and suppliers) of AmerisourceBergen Drug Corporation operations and our corporate functions as intended without functional problems, unanticipated delays and/or cost overruns; success of integration, restructuring or systems initiatives; interest rate and foreign currency exchange rate fluctuations; economic, business, competitive and/or regulatory developments in Canada, the United Kingdom and elsewhere outside of the United States, including changes and/or potential changes in Canadian provincial legislation affecting pharmaceutical product pricing or service fees or regulatory action by provincial authorities in Canada to lower pharmaceutical product pricing and service fees; the impact of divestitures or the acquisition of businesses that do not perform as we expect or that are difficult for us to integrate or control; our inability to successfully complete any other transaction that we may wish to pursue from time to time; changes in tax laws or legislative initiatives that could adversely affect our tax positions and/or our tax liabilities or adverse resolution of challenges to our tax positions; increased costs of maintaining, or reductions in our ability to maintain, adequate liquidity and financing sources; volatility and deterioration of the capital and credit markets; and other economic, business, competitive, legal, tax, regulatory and/or operational factors affecting our business generally. Certain additional factors that management believes could cause actual outcomes and results to differ materially from those described in forward-looking statements are set forth (i) elsewhere in this report, (ii) in Item 1A (Risk Factors) in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2011 and elsewhere in that report and (iii) in other reports filed by the Company pursuant to the Exchange Act.

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ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

The Company’s most significant market risks are the effects of changing interest rates and foreign currency risk. See the discussion under “Liquidity and Capital Resources” in Item 2 on page 22.

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

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

Changes in Internal Control over Financial Reporting

There were no changes during the fiscal quarter ended December 31, 2011 in the Company’s internal control over financial reporting that materially affected, or are reasonably likely to materially affect, those controls.

26

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 2. Unregistered Sales of Equity Securities and Use of Proceeds

(c) Issuer Purchases of Equity Securities

The following table sets forth the number of shares purchased, the average price paid per share, the total number of shares purchased as part of publicly announced programs, and the approximate dollar value of shares that may yet be purchased under the programs during each month in the quarter ended December 31, 2011.

		September 30,		September 30,		September 30,		September 30,
Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares  Purchased as Part of Publicly Announced Programs		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs
October 1 to October 31		2,749,291	$	36.37		2,749,291	$	400,000,186
November 1 to November 30		524,700	$	38.00		524,700	$	380,061,227
December 1 to December 31		—	$	—		—	$	380,061,227
Total		3,273,991				3,273,991

a) In August 2011, the Company announced a new program to purchase up to $750 million of its outstanding shares of common stock, subject to market conditions. During the three months ended December 31, 2011, the Company purchased 3.3 million shares under this program for $119.9 million.

27

ITEM 6. Exhibits

(a) Exhibits:

1.1 Underwriting Agreement for 3.500% Senior Notes due 2021, dated as of November 8, 2011 (incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K filed on November 9, 2011).

4.1 Second Supplemental Indenture, dated November 14, 2011, by and among the Registrant, the subsidiary guarantors named therein and U.S. Bank National Association related to Registrant’s 3.500% Senior Notes due 2021 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on November 14, 2011).

10.1 The Amendment and Restatement Agreement, dated as of October 28, 2011, among the Registrant, the Borrowing Subsidiaries party thereto, the Guarantors party thereto, the financial institutions party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 28, 2011).

10.2 The Third Amendment to Receivables Sale Agreement, dated as of October 28, 2011, between Amerisource Receivables Financial Corporation, as Buyer, and AmerisourceBergen Drug Corporation, as Originator (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on October 28, 2011).

10.3 The Second Amendment to Amended and Restated Receivables Purchase Agreement, dated as of October 28, 2011, among Amerisource Receivables Financial Corporation, as Seller, AmerisourceBergen Drug Corporation, as Servicer, the Purchasing Agents and Purchasers party thereto and Bank of America, National Association, as Administrator (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on October 28, 2011).

10.4 AmerisourceBergen Corporation Compensation Policy for Non-Employee Directors, effective as of January 1, 2012.

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

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

32 Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer

101 Financial statements from the Quarterly Report on Form 10-Q of AmerisourceBergen Corporation for the quarter ended December 31, 2011, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to Consolidated Statements.

28

SIGNATURES

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

	AMERISOURCEBERGEN CORPORATION
February 7, 2012	/s/ Steven H. Collis
	Steven H. Collis
	President and Chief Executive Officer
February 7, 2012	/s/ Michael D. DiCandilo
	Michael D. DiCandilo
	Executive Vice President and Chief Financial Officer

29

EXHIBIT INDEX

Exhibit Number	Description
1.1	Underwriting Agreement for 3.500% Senior Notes due 2021, dated as of November 8, 2011 (incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K filed on November 9, 2011).
4.1	Second Supplemental Indenture, dated November 14, 2011, by and among the Registrant, the subsidiary guarantors named therein and U.S. Bank National Association related to Registrant’s 3.500% Senior Notes due 2021 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on November 14, 2011).
10.1	The Amendment and Restatement Agreement, dated as of October 28, 2011, among the Registrant, the Borrowing Subsidiaries party thereto, the Guarantors party thereto, the financial institutions party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 28, 2011).
10.2	The Third Amendment to Receivables Sale Agreement, dated as of October 28, 2011, between Amerisource Receivables Financial Corporation, as Buyer, and AmerisourceBergen Drug Corporation, as Originator (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on October 28, 2011).
10.3	The Second Amendment to Amended and Restated Receivables Purchase Agreement, dated as of October 28, 2011, among Amerisource Receivables Financial Corporation, as Seller, AmerisourceBergen Drug Corporation, as Servicer, the Purchasing Agents and Purchasers party thereto and Bank of America, National Association, as Administrator (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on October 28, 2011).
10.4	AmerisourceBergen Corporation Compensation Policy for Non-Employee Directors, effective as of January 1, 2012.
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32	Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer
101	Financial statements from the Quarterly Report on Form 10-Q of AmerisourceBergen Corporation for the quarter ended December 31, 2011, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to Consolidated Statements.

30

EX-10.4

Exhibit 10.4

AMERISOURCEBERGEN CORPORATION

COMPENSATION POLICY FOR NON-EMPLOYEE DIRECTORS

(Effective January 1, 2012)

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

1. COMPENSATION

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

(i) Annual Cash Retainer. To the extent not elected to be paid in the form of equity and/or deferred pursuant to Section 2 below, an annual cash retainer will be paid to each Non-Employee Director. The Chairman of the Board shall be eligible to earn a maximum annual cash retainer of $150,000. Non-Employee Directors not serving as the Chairman of the Board shall receive a maximum annual cash retainer of $100,000; provided that the Chair of the Audit and Corporate Responsibility Committee shall receive an additional annual cash retainer of $20,000; the Chair of the Compensation and Succession Planning Committee shall receive an additional annual cash retainer of $15,000; and the Chairs of the Governance and Nominating Committee and Finance Committee shall each receive an additional annual cash retainer of $10,000. Payment of the annual cash retainer will be made in equal quarterly installments in advance.

(1) Election to Receive Equity in Lieu of Annual Cash Retainer. A Non-Employee Director may elect to forego 50% or more of the annual retainer compensation payable to the Non-Employee Director for a Service Period; provided that a newly-elected Non-Employee Director may elect to forego 50% or more of the retainer compensation payable to such Non-Employee Director for the period beginning on the date such Non-Employee Director first becomes a Non-Employee Director and ending the next succeeding January 31. An election to forego annual retainer compensation must be made on a form provided by the Secretary of the Corporation for such purpose and before such time described above in Section 1(a). A Non-Employee Director who elects to forego 50% or more of their annual retainer compensation shall

receive either fully vested shares of the Corporation’s common stock (“Shares”) or an award of fully vested restricted stock units (“RSUs”), in each case with respect to Shares having a Fair Market Value¹ equal to the amount of the foregone retainer compensation. Shares and RSU awards under this Section will be delivered or made quarterly at such time the foregone retainer compensation would otherwise be payable. The number of Shares deliverable or subject to a RSU award under this Section shall be determined as the quotient of (x) the amount of the foregone quarterly retainer compensation divided by (y) the Fair Market Value per Share measured as of the date of grant. Any fractional Shares that would result from an election under this Section will be paid to the Non-Employee Director in cash.

(ii) Annual Equity Award. Each Non-Employee Director who is elected or has been elected to serve as a member of the Board for the one-year period beginning on the date of the annual meeting of stockholders shall be granted a restricted stock or RSU award for Shares having a Fair Market Value, measured as of the date of such annual meeting, approximately equal to $125,000. The Chairman of the Board who is elected or has been elected to serve as a member of the Board for the one-year period beginning on the date of the annual meeting of stockholders shall be granted a restricted stock or RSU award for Shares having a Fair Market Value (as defined above) of such award, measured as of the date of such annual meeting, approximately equal to $175,000. No later than the December 31 preceding the Service Period that includes the date of grant of the annual equity awards, a Non-Employee Director will elect whether such grant will be delivered as restricted stock or RSUs.

(b) Terms of Equity Awards.

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

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

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

2

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

(iii) The vesting period applicable to an award of restricted stock or RSUs made to a Non-Employee Director as part of the annual equity grant shall be the three-year period commencing on the date of grant. The vesting of an award may be accelerated upon certain events as described in the applicable Award Agreement. Unless otherwise provided for in an Award Agreement, if a Non-Employee Director’s service on the Board terminates due to Voluntary Retirement, the Non-Employee Director’s restricted stock and RSUs shall continue to vest and any RSUs will be delivered according to the schedule set forth in the applicable Award Agreement or deferral election as if his service on the Board continued. For purposes of this Policy, “Voluntary Retirement” means any voluntary termination of service on the Board by a Non-Employee Director after reaching age sixty-two (62) and completing five years (sixty (60) full months) of continuous service on the Board.

(c) Prescription Drug Benefit. Non-Employee Directors may participate in the Directors’ PAID Prescription Plan, which covers 100% of prescription drugs with no co-pay or co-insurance for the director and his or her spouse and dependents (children up to age 26) until such time as the director ceases to serve on the Board. The benefit is fully paid by the Corporation.

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

2. DEFERRAL ELECTIONS

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

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

3

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

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

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

3. EXPENSE REIMBURSEMENT

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

4

4. OWNERSHIP REQUIREMENTS

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

5. TAXES

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

6. AMENDMENT AND TERMINATION

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

7. EFFECTIVE DATE

This Policy is approved by the Board of Directors on November 11, 2011, effective as of January 1, 2012.

5

EX-31.1

Exhibit 31.1

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

I, Steven H. Collis, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: February 7, 2012

/s/ Steven H. Collis

Steven H. Collis

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

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

I, Michael D. DiCandilo, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: February 7, 2012

/s/ Michael D. DiCandilo

Michael D. DiCandilo

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 December 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Steven H. Collis, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

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

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

/s/ Steven H. Collis

Steven H. Collis

President and Chief Executive Officer

February 7, 2012

Section 1350 Certification of Chief Financial Officer

In connection with the Quarterly Report of AmerisourceBergen Corporation (the “Company”) on Form 10-Q for the quarter ended December 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael D. DiCandilo, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

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

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

/s/ Michael D. DiCandilo

Michael D. DiCandilo

Executive Vice President and

Chief Financial Officer

February 7, 2012

XML

Stockholders' Equity and Earnings per Share (Details) (USD $)	1 Months Ended		3 Months Ended			1 Months Ended	3 Months Ended	1 Months Ended	3 Months Ended	1 Months Ended	3 Months Ended
	May 31, 2011	Nov. 30, 2010	Dec. 30, 2011	Dec. 31, 2011	Dec. 31, 2010	Nov. 30, 2009 November 2009 Share Repurchase Program Member [Member]	Dec. 31, 2010 November 2009 Share Repurchase Program Member [Member]	Sep. 30, 2010 September 2010 Share Repurchase Program [Member]	Dec. 31, 2010 September 2010 Share Repurchase Program [Member]	Aug. 31, 2011 August 2011 Share Repurchase Program [Member]	Dec. 31, 2011 August 2011 Share Repurchase Program [Member]
Stockholders' Equity and Earnings per Share (Details) [Abstract]
Net income				$ 162,116,000	$ 160,500,000
Other Comprehensive Income (Loss), Net of Tax				6,487,000	6,702,000
Comprehensive Income				168,603,000	167,202,000
Dividend Increase Percentage	15.00%	25.00%		13.00%
Dividends Declared	0.115	0.10		0.13
Basic				258,461,000	275,605,000
Incremental Common Shares Attributable To Share Based Payment Arrangements				4,623,000	5,088,000
Diluted				263,084,000	280,693,000
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount				3,200,000	3,500,000
Treasury Stock Purchase Programs [Line Items]
Stock Repurchase Program, Authorized Amount						500,000,000		500,000,000		750,000,000
Treasury Stock Value Acquired Cost Method							$ 98,100,000		$ 87,100,000		$ 119,900,000
Treasury Stock, Shares, Acquired							3,200,000		2,800,000		3,300,000
Treasury Stock, Shares, Retired			238,800,000

XML

Income Taxes

3 Months Ended

Dec. 31, 2011

Income Taxes [Abstract]

Income Taxes

Note 3.Income Taxes

The Company files income tax returns in U.S. federal and state jurisdictions as well as various foreign jurisdictions. As of December 31, 2011, the Company had unrecognized tax benefits,defined as the aggregate tax effect of differences between tax return positions and the benefits recognized in the Company's financial statements, of $45.8million ($31.0 million, net of federal benefit). If recognized, these tax benefits would reduce income tax expense and the effective tax rate. Includedin this amount is $10.5 million of interest and penalties, which the Company records in income tax expense.During the three months ended December 31, 2011, unrecognized tax benefits increased by $0.1 million. During the next 12 months, it is reasonably possible that audit resolutions and the expiration of statutes of limitations could result in a reduction of unrecognized tax benefits by approximately $5.0 million.

XML

Selected Consolidating Financial Statements of Parent, Guarantors and Non-Guarantors (Details) (USD $) In Thousands, unless otherwise specified	1 Months Ended	3 Months Ended
	Nov. 01, 2011	Dec. 31, 2011	Dec. 31, 2010	Sep. 30, 2011
Current assets:
Cash and Cash Equivalents, at Carrying Value		$ 2,370,335	$ 1,400,895
Accounts Receivable, Net, Current		3,724,456		3,837,203
Inventory, Net		5,824,358		5,466,534
Other Assets, Current		36,631		87,896
Total current assets		11,955,780		11,217,623
Property, Plant and Equipment, Net		793,604		772,916
Goodwill And Other Intangible Assets		3,103,011		2,863,084
Other assets		125,871		129,048
Assets		15,978,266		14,982,671
Current liabilities:
Accounts payable		9,589,019		9,202,115
Accrued expenses and other		418,964		422,917
Long-term Debt, Current Maturities		447,081		392,089
Deferred income taxes		846,313		837,999
Liabilities, Current		11,301,377		10,855,120
Long-term Debt, Excluding Current Maturities		1,481,939		972,863
Other liabilities		290,351		287,830
Stockholders' Equity Attributable to Parent		2,904,599		2,866,858
Liabilities and Stockholders' Equity		15,978,266		14,982,671
Condensed Consolidating Statements of Operations [Abstract]
Revenues		20,360,645	19,888,609
Cost of Goods Sold		19,767,552	19,308,377
Gross Profit		593,093	580,232
Operating expenses:
Selling, General and Administrative Expense		273,865	278,033
Depreciation Nonproduction		25,816	21,304
Amortization of Intangible Assets		4,939	4,129
Restructuring Charges		3,559	0
Operating Income (Loss)		284,914	276,766
Other income		(1)	(1,667)
Interest expense, net		22,591	19,144
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Cumulative Effects of Changes in Accounting Principles, Noncontrolling Interest		262,324	259,289
Income Tax Expense (Benefit)		100,208	98,789
Net Income (Loss) Attributable to Parent		162,116	160,500
Condensed Consolidating Statements of Cash Flows [Abstract]
Net Income (Loss) Attributable to Parent		162,116	160,500
Adjustments to reconcile net income to net cash provided by (used in) operating activities		269,587	(259,700)
Net Cash Provided by (Used in) Operating Activities		431,703	(99,200)
Capital expenditures		(48,138)	(50,091)
Cost of acquired company, net of cash acquired	250,000	250,501	0
Net Cash Provided by (Used in) Investing Activities		(298,639)	(50,091)
Proceeds from Issuance of Long-term Debt		499,290	0
Borrowings under revolving credit facility		206,464	343,413
Repayments under revolving credit facility		142,638	285,012
Net Borrowings Repayments Under Revolving And Securitization Credit Facilities		63,826	58,401
Purchases of common stock		(128,042)	(185,362)
Exercise of stock options, including excess tax benefits		16,450	46,982
Cash dividends on common stock		(33,708)	(27,735)
Proceeds from payments for other financiing activities		(6,535)	(282)
Net Cash Provided by (Used in) Financing Activities		411,281	(107,996)
Cash and Cash Equivalents, Period Increase (Decrease)		544,345	(257,287)
Cash and cash equivalents at beginning of period	1,825,990	1,825,990	1,658,182
CASH AND CASH EQUIVALENTS AT END OF PERIOD		2,370,335	1,400,895
Parent Company Member
Current assets:
Cash and Cash Equivalents, at Carrying Value		1,828,101	1,260,640
Accounts Receivable, Net, Current		58		35
Inventory, Net		0		0
Other Assets, Current		4,869		2,483
Total current assets		1,833,028		1,301,699
Property, Plant and Equipment, Net		0		0
Goodwill And Other Intangible Assets		0		0
Other assets		15,252		10,316
Intercompany investments and advances		2,570,097		2,576,456
Assets		4,418,377		3,888,471
Current liabilities:
Accounts payable		0		0
Accrued expenses and other		(273,775)		(266,399)
Long-term Debt, Current Maturities		392,081		392,000
Deferred income taxes		0		0
Liabilities, Current		118,306		125,601
Long-term Debt, Excluding Current Maturities		1,395,472		896,012
Other liabilities		0		0
Stockholders' Equity Attributable to Parent		2,904,599		2,866,858
Liabilities and Stockholders' Equity		4,418,377		3,888,471
Condensed Consolidating Statements of Operations [Abstract]
Revenues		0	0
Cost of Goods Sold		0	0
Gross Profit		0	0
Operating expenses:
Selling, General and Administrative Expense		0	0
Depreciation Nonproduction		0	0
Amortization of Intangible Assets		0	0
Restructuring Charges		0	0
Operating Income (Loss)		0	0
Other income		0	0
Interest expense, net		(1,035)	389
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Cumulative Effects of Changes in Accounting Principles, Noncontrolling Interest		1,035	(389)
Income Tax Expense (Benefit)		379	(136)
Equity in earnings of subsidiaries		161,460	160,753
Net Income (Loss) Attributable to Parent		162,116	160,500
Condensed Consolidating Statements of Cash Flows [Abstract]
Net Income (Loss) Attributable to Parent		162,116	160,500
Adjustments to reconcile net income to net cash provided by (used in) operating activities		(170,267)	(160,043)
Net Cash Provided by (Used in) Operating Activities		(8,151)	457
Capital expenditures		0	0
Cost of acquired company, net of cash acquired		0
Net Cash Provided by (Used in) Investing Activities		0	0
Proceeds from Issuance of Long-term Debt		499,290
Net Borrowings Repayments Under Revolving And Securitization Credit Facilities		0	0
Purchases of common stock		(128,042)	(185,362)
Exercise of stock options, including excess tax benefits		16,450	46,982
Cash dividends on common stock		(33,708)	(27,735)
Proceeds from payments for other financiing activities		(5,914)	(158)
Intercompany financing and advances		188,995	(125,666)
Net Cash Provided by (Used in) Financing Activities		537,071	(291,939)
Cash and Cash Equivalents, Period Increase (Decrease)		528,920	(291,482)
Cash and cash equivalents at beginning of period	1,299,181	1,299,181	1,552,122
CASH AND CASH EQUIVALENTS AT END OF PERIOD		1,828,101	1,260,640
Guarantor Subsidiaries Member [Member]
Current assets:
Cash and Cash Equivalents, at Carrying Value		452,414	68,479
Accounts Receivable, Net, Current		1,411,927		1,235,505
Inventory, Net		5,635,407		5,299,041
Other Assets, Current		28,744		82,214
Total current assets		7,528,492		7,084,580
Property, Plant and Equipment, Net		759,022		746,782
Goodwill And Other Intangible Assets		2,969,422		2,731,881
Other assets		107,694		116,351
Intercompany investments and advances		1,818,803		2,465,540
Assets		13,183,433		13,145,134
Current liabilities:
Accounts payable		9,416,538		9,025,761
Accrued expenses and other		684,953		682,305
Long-term Debt, Current Maturities		0		89
Deferred income taxes		846,313		837,999
Liabilities, Current		10,947,804		10,546,154
Long-term Debt, Excluding Current Maturities		0		0
Other liabilities		287,357		284,199
Stockholders' Equity Attributable to Parent		1,948,272		2,314,781
Liabilities and Stockholders' Equity		13,183,433		13,145,134
Condensed Consolidating Statements of Operations [Abstract]
Revenues		19,834,896	19,451,810
Cost of Goods Sold		19,264,092	18,891,139
Gross Profit		570,804	560,671
Operating expenses:
Selling, General and Administrative Expense		286,427	295,399
Depreciation Nonproduction		25,003	20,453
Amortization of Intangible Assets		4,188	3,344
Restructuring Charges		3,559	0
Operating Income (Loss)		251,627	241,475
Other income		0	(1,666)
Interest expense, net		21,491	16,210
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Cumulative Effects of Changes in Accounting Principles, Noncontrolling Interest		230,136	226,931
Income Tax Expense (Benefit)		88,399	87,236
Equity in earnings of subsidiaries		0	0
Net Income (Loss) Attributable to Parent		141,737	139,695
Condensed Consolidating Statements of Cash Flows [Abstract]
Net Income (Loss) Attributable to Parent		141,737	139,695
Adjustments to reconcile net income to net cash provided by (used in) operating activities		12,511	(155,002)
Net Cash Provided by (Used in) Operating Activities		154,248	(15,307)
Capital expenditures		(38,903)	(49,252)
Cost of acquired company, net of cash acquired		(250,501)
Net Cash Provided by (Used in) Investing Activities		(289,404)	(49,252)
Proceeds from Issuance of Long-term Debt		0
Net Borrowings Repayments Under Revolving And Securitization Credit Facilities		0	0
Purchases of common stock		0	0
Exercise of stock options, including excess tax benefits		0	0
Cash dividends on common stock		0	0
Proceeds from payments for other financiing activities		(89)	(119)
Intercompany financing and advances		119,839	53,457
Net Cash Provided by (Used in) Financing Activities		119,750	53,338
Cash and Cash Equivalents, Period Increase (Decrease)		(15,406)	(11,221)
Cash and cash equivalents at beginning of period	467,820	467,820	79,700
CASH AND CASH EQUIVALENTS AT END OF PERIOD		452,414	68,479
Nonguarantor Subsidiaries Member [Member]
Current assets:
Cash and Cash Equivalents, at Carrying Value		89,820	71,776
Accounts Receivable, Net, Current		2,312,471		2,601,663
Inventory, Net		188,951		167,493
Other Assets, Current		3,018		3,199
Total current assets		2,594,260		2,831,344
Property, Plant and Equipment, Net		34,582		26,134
Goodwill And Other Intangible Assets		133,589		131,203
Other assets		2,925		2,381
Intercompany investments and advances		310,377		(10,222)
Assets		3,075,733		2,980,840
Current liabilities:
Accounts payable		172,481		176,354
Accrued expenses and other		7,786		7,011
Long-term Debt, Current Maturities		55,000		0
Deferred income taxes		0		0
Liabilities, Current		235,267		183,365
Long-term Debt, Excluding Current Maturities		86,467		76,851
Other liabilities		2,994		3,631
Stockholders' Equity Attributable to Parent		2,751,005		2,716,993
Liabilities and Stockholders' Equity		3,075,733		2,980,840
Condensed Consolidating Statements of Operations [Abstract]
Revenues		558,751	469,244
Cost of Goods Sold		503,460	417,238
Gross Profit		55,291	52,006
Operating expenses:
Selling, General and Administrative Expense		20,440	15,079
Depreciation Nonproduction		813	851
Amortization of Intangible Assets		751	785
Restructuring Charges		0	0
Operating Income (Loss)		33,287	35,291
Other income		(1)	(1)
Interest expense, net		2,135	2,545
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Cumulative Effects of Changes in Accounting Principles, Noncontrolling Interest		31,153	32,747
Income Tax Expense (Benefit)		11,430	11,689
Equity in earnings of subsidiaries		0	0
Net Income (Loss) Attributable to Parent		19,723	21,058
Condensed Consolidating Statements of Cash Flows [Abstract]
Net Income (Loss) Attributable to Parent		19,723	21,058
Adjustments to reconcile net income to net cash provided by (used in) operating activities		265,883	(105,408)
Net Cash Provided by (Used in) Operating Activities		285,606	(84,350)
Capital expenditures		(9,235)	(839)
Cost of acquired company, net of cash acquired		0
Net Cash Provided by (Used in) Investing Activities		(9,235)	(839)
Proceeds from Issuance of Long-term Debt		0
Borrowings under revolving credit facility		206,464	343,413
Repayments under revolving credit facility		142,638	285,012
Net Borrowings Repayments Under Revolving And Securitization Credit Facilities		63,826	58,401
Purchases of common stock		0	0
Exercise of stock options, including excess tax benefits		0	0
Cash dividends on common stock		0	0
Proceeds from payments for other financiing activities		(532)	(5)
Intercompany financing and advances		(308,834)	72,209
Net Cash Provided by (Used in) Financing Activities		(245,540)	130,605
Cash and Cash Equivalents, Period Increase (Decrease)		30,831	45,416
Cash and cash equivalents at beginning of period	58,989	58,989	26,360
CASH AND CASH EQUIVALENTS AT END OF PERIOD		89,820	71,776
Consolidation Eliminations Member
Current assets:
Cash and Cash Equivalents, at Carrying Value		0	0
Accounts Receivable, Net, Current		0		0
Inventory, Net		0		0
Other Assets, Current		0		0
Total current assets		0		0
Property, Plant and Equipment, Net		0		0
Goodwill And Other Intangible Assets		0		0
Other assets		0		0
Intercompany investments and advances		(4,699,277)		(5,031,774)
Assets		(4,699,277)		(5,031,774)
Current liabilities:
Accounts payable		0		0
Accrued expenses and other		0		0
Long-term Debt, Current Maturities		0		0
Deferred income taxes		0		0
Liabilities, Current		0		0
Long-term Debt, Excluding Current Maturities		0		0
Other liabilities		0		0
Stockholders' Equity Attributable to Parent		(4,699,277)		(5,031,774)
Liabilities and Stockholders' Equity		(4,699,277)		(5,031,774)
Condensed Consolidating Statements of Operations [Abstract]
Revenues		(33,002)	(32,445)
Cost of Goods Sold		0	0
Gross Profit		(33,002)	(32,445)
Operating expenses:
Selling, General and Administrative Expense		(33,002)	(32,445)
Depreciation Nonproduction		0	0
Amortization of Intangible Assets		0	0
Restructuring Charges		0	0
Operating Income (Loss)		0	0
Other income		0	0
Interest expense, net		0	0
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Cumulative Effects of Changes in Accounting Principles, Noncontrolling Interest		0	0
Income Tax Expense (Benefit)		0	0
Equity in earnings of subsidiaries		(161,460)	(160,753)
Net Income (Loss) Attributable to Parent		(161,460)	(160,753)
Condensed Consolidating Statements of Cash Flows [Abstract]
Net Income (Loss) Attributable to Parent		(161,460)	(160,753)
Adjustments to reconcile net income to net cash provided by (used in) operating activities		161,460	160,753
Net Cash Provided by (Used in) Operating Activities		0	0
Capital expenditures		0	0
Cost of acquired company, net of cash acquired		0
Net Cash Provided by (Used in) Investing Activities		0	0
Proceeds from Issuance of Long-term Debt		0
Net Borrowings Repayments Under Revolving And Securitization Credit Facilities		0	0
Purchases of common stock		0	0
Exercise of stock options, including excess tax benefits		0	0
Cash dividends on common stock		0	0
Proceeds from payments for other financiing activities		0	0
Intercompany financing and advances		0	0
Net Cash Provided by (Used in) Financing Activities		0	0
Cash and Cash Equivalents, Period Increase (Decrease)		0	0
Cash and cash equivalents at beginning of period	0	0	0
CASH AND CASH EQUIVALENTS AT END OF PERIOD		$ 0	$ 0

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Acquisitions

3 Months Ended

Dec. 31, 2011

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

Note 2. Acquisitions

       On November 1, 2011, the Company acquired TheraCom, LLC (“TheraCom”), a subsidiary of CVS Caremark Corporation, for a purchase price of $250.0 million, subject to a working capital adjustment. TheraCom is a leading provider of commercialization support services to the biotechnology and pharmaceutical industry, specifically providing reimbursement and patient support services. TheraCom's capabilities complement those of the Lash Group and significantly increase the size and scope of consulting services provided by the Company's ABCS operating segment. The purchase price was allocated to the underlying assets acquired and liabilities assumed based upon their fair values at the date of the acquisition. The purchase price exceeded the fair value of the net tangible and intangible assets acquired by $172.4 million, which was allocated to goodwill. The fair values of significant tangible assets acquired and liabilities assumed were as follows: accounts receivable of $119.6 million, merchandise inventories of $41.7 million and accounts payable of $152.9 million. The fair value of intangible assets acquired of $68.8 million consists of customer relationships of $57.1 million, software technology of $7.9 million, and trade names of $3.8 million.The Company is amortizing the fair values of the acquired customer relationships over their remaining useful lives of 15 years, and amortizing the fair values of software technology and trade names over their remaining useful lives of 5 years. Goodwill resulting from the acquisition is expected to be deductible for income tax purposes.

TheraCom's annualized revenues are approximately $700 million, the majority of which are provided by the specialized distribution component of the integrated reimbursement support services for certain unique prescription products. Approximately $60 million of these revenues are from sales to ABDC. During the three months ended December 31, 2011, TheraCom sales to ABDC were $10.6 million, which were eliminated from the Company's consolidated financial statements.

Pro forma results of operations for the aforementioned acquisition have not been presented because the effects of revenue and earnings were not material to the consolidated financial statements.

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Dec. 31, 2011	Sep. 30, 2011
Current assets:
Cash and cash equivalents	$ 2,370,335	$ 1,825,990
Accounts receivable, less allowances for returns and doubtful accounts: $337,244 at December 31, 2011 and $351,382 at September 30, 2011	3,724,456	3,837,203
Merchandise inventories	5,824,358	5,466,534
Prepaid expenses and other	36,631	87,896
Total current assets	11,955,780	11,217,623
Property and equipment, at cost:
Land	36,005	35,998
Buildings and improvements	319,131	316,199
Machinery, equipment and other	1,022,810	977,320
Total property and equipment	1,377,946	1,329,517
Less accumulated depreciation	(584,342)	(556,601)
Property and equipment, net	793,604	772,916
Goodwill and other intangible assets	3,103,011	2,863,084
Other assets	125,871	129,048
TOTAL ASSETS	15,978,266	14,982,671
Current liabilities:
Accounts payable	9,589,019	9,202,115
Accrued expenses and other	418,964	422,917
Current portion of long-term debt	447,081	392,089
Deferred income taxes	846,313	837,999
Total current liabilities	11,301,377	10,855,120
Long-term debt, net of current portion	1,481,939	972,863
Other liabilities	290,351	287,830
Stockholders' equity:
Common stock, $0.01 par value - authorized: 600,000,000 shares; issued and outstanding: 258,393,461 shares at December 31, 2011, and 496,522,288 shares and 260,991,439 shares at September 30, 2011, respectively	2,584	4,965
Additional paid-in capital	2,133,791	4,082,978
Retained earnings	812,605	4,055,664
Accumulated other comprehensive loss	(44,381)	(50,868)
Stockholders' equity subtotal before treasury stock	2,904,599	8,092,739
Treasury stock, at cost: 235,530,849 shares at September 30, 2011	0	(5,225,881)
Total stockholders' equity	2,904,599	2,866,858
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 15,978,266	$ 14,982,671

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Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Dec. 31, 2011	Dec. 31, 2010
FINANCING ACTIVITIES
Excess tax benefit from the exercise of stock options	$ 4,275	$ 10,508

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Income Taxes (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Dec. 31, 2011	Dec. 31, 2012
Current Income Tax Expense (Benefit), Continuing Operations [Abstract]
Unrecognized Tax Benefits	$ 45.80
Unrecognized Tax Benefits That Would Impact Effective Tax Rate	31.00
Unrecognized Tax Benefits Income Tax Penalties And Interest Accrued	10.50
Unrecognized Tax Benefits Period Increase Decrease	0.10
Significant Change In Unrecognized Tax Benefits Is Reasonably Possible Amount Of Unrecorded Benefit		$ 5.00

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Debt (Details) (USD $)	3 Months Ended
	Dec. 31, 2011	Sep. 30, 2011
Debt Instrument [Line Items]
Long Term Debt	$ 1,929,020,000	$ 1,364,952,000
Current portion of long-term debt	447,081,000	392,089,000
Long-term debt, net of current portion	1,481,939,000	972,863,000
Short-term Debt, Terms	On October 31, 2011, the Company established a commercial paper program whereby it may from time to time issue short-term promissory notes in an aggregate amount of up to $700 million at any one time. Amounts available under the program may be borrowed, repaid, and re-borrowed from time to time. The maturities on the notes will vary, but may not exceed 365 days from the date of issuance. The notes will bear interest rates, if interest bearing, or will be sold at a discount from their face amounts. The commercial paper program does not increase the Company's borrowing capacity as it is fully backed by the Company's Multi-Currency Revolving Credit Facility.
Blanco Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate at Period End	1.30%	1.23%
Debt Instrument, Maturity Date, Description	April 2012
Long Term Debt	55,000,000	55,000,000
Line of Credit Facility, Interest Rate Description	100 basis points over LIBOR
Receivables Securitization Facility [Member]
Debt Instrument [Line Items]
Debt Instrument, Maturity Date, Description	October 2014
Long Term Debt	0	0
Line of Credit Facility, Maximum Borrowing Capacity	700,000,000
Line of Credit Facility, Interest Rate Description	prevailing market rates for short-term commercial paper or LIBOR plus a program fee of 75 basis points
Debt Instrument Fee Rate At Period End	37.5 basis points, annually,
Line of Credit Facility, Covenant Terms	The Receivables Securitization Facility contains similar covenants to the Multi-Currency Revolving Credit Facility
Debt Instrument Ability to Increase Commitment Subject to Lender Approval	the commitment on the Receivables Securitization Facility may be increased by up to $250 million, subject to lender approval, for seasonal needs during the December and March quarters
Multi Currency Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate at Period End	2.73%	2.48%
Debt Instrument, Maturity Date, Description	October 2016
Long Term Debt	86,467,000	21,851,000
Line of Credit Facility, Maximum Borrowing Capacity	700,000,000
Line of Credit Facility, Interest Rate Description	68 basis points to 155 basis points over LIBOR/EURIBOR/Bankers Acceptance Stamping Fee
Interest Rate for Debt at Period End Narrative Detail	90 basis points over LIBOR/EURIBOR/Bankers Acceptance Stamping Fee
Debt Instrument Fee Rate Effective Percentage Rate Range	7 basis points to 20 basis points, annually, of the total commitment
Debt Instrument Fee Rate At Period End	10 basis points
Line of Credit Facility, Covenant Terms	The Multi-Currency Revolving Credit Facility contains covenants, including compliance with a financial leverage ratio test, as well as others that impose limitations on, among other things, indebtedness of excluded subsidiaries and asset sales.
Interest Rate Option on Canadian Borrowings	the Canadian prime rate or the CDOR rate
Senior Notes Due 2012 [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	392,326,000
Debt Instrument, Interest Rate, Stated Percentage	5.625%
Debt Instrument, Maturity Date, Description	2012
Long Term Debt	392,081,000	392,000,000
Senior Notes Due 2015 [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	500,000,000
Debt Instrument, Interest Rate, Stated Percentage	5.875%
Debt Instrument, Maturity Date, Description	2015
Long Term Debt	498,900,000	498,822,000
Senior Notes Due 2019 [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	400,000,000
Debt Instrument, Interest Rate, Stated Percentage	4.875%
Debt Instrument, Maturity Date, Description	2019
Long Term Debt	397,270,000	397,190,000
Senior Notes Due 2021 [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	500,000,000
Debt Instrument, Interest Rate, Stated Percentage	3.50%
Debt Instrument, Maturity Date, Description	November 15, 2021
Long Term Debt	499,302,000	0
Debt Instrument Issuance Discount Percentage	99.858%
Debt Instrument, Interest Rate, Effective Percentage	3.52%
Other Debt [Member]
Debt Instrument [Line Items]
Long Term Debt	$ 0	$ 89,000

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Summary of Significant Accounting Policies

3 Months Ended

Dec. 31, 2011

General Policy [Abstract]

Summary of Significant Accounting Policies

Note 1. Summary of Significant Accounting Policies

Basis of Presentation

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

The accompanying unaudited consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information, the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments (consisting only of normal recurring accruals, except as otherwise disclosed herein) considered necessary to present fairly the financial position as of December 31, 2011 and the results of operations and cash flows for the interim periods ended December 31, 2011 and 2010 have been included. Certain information and footnote disclosures normally included in financial statements presented in accordance with U.S. GAAP, but which are not required for interim reporting purposes, have been omitted. The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2011.

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

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

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Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Dec. 31, 2011	Sep. 30, 2011
Current assets:
Allowances for returns and doubtful accounts	$ 337,244	$ 351,382
Stockholders' equity:
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	600,000,000	600,000,000
Common stock, shares issued	258,393,461	496,522,288
Common stock, shares outstanding	258,393,461	260,991,439
Treasury stock, shares held	0	235,530,849

XML

Goodwill and Other Intangible Assets (Tables)

3 Months Ended

Dec. 31, 2011

Goodwill and Other Intangible Assets (Tables) [Abstract]

Schedule Of Goodwill Text Block

Goodwill at September 30, 2011	$	2,565,227
Goodwill recognized in connection with acquisition (See Note 2)		172,420
Foreign currency translation and other		2,860
Goodwill at December 31, 2011	$	2,740,507

Schedule of Other Intangible Assets [Text Block]

	December 31, 2011						September 30, 2011
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Indefinite-lived
intangibles-trade
names	$	237,768	$	-	$	237,768	$	237,711	$	-	$	237,711
Finite-lived
intangibles:
Customer
relationships		175,138		(77,837)		97,301		117,540		(73,987)		43,553
Other		59,629		(32,194)		27,435		47,304		(30,711)		16,593
Total other intangible
assets	$	472,535	$	(110,031)	$	362,504	$	402,555	$	(104,698)	$	297,857

XML

Document and Entity Information (USD $)	3 Months Ended
	Dec. 31, 2011	Jan. 31, 2012	Mar. 31, 2011
Document and Entity Information [Abstract]
Entity Registrant Name	AMERISOURCEBERGEN CORP
Entity Central Index Key	0001140859
Document Type	10-Q
Document Period End Date	Dec. 31, 2011
Amendment Flag	false
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--09-30
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 9,403,904,403
Entity Common Stock, Shares Outstanding		257,834,417

XML

Debt (Tables)

3 Months Ended

Dec. 31, 2011

Debt (Tables) [Abstract]

Schedule Of Debt Instruments Text Block

	December 31,		September 30,
	2011		2011
Blanco revolving credit facility at 1.30% and 1.23%, respectively, due 2012	$	55,000	$	55,000
Receivables securitization facility due 2014		-		-
Multi-currency revolving credit facility at 2.73% and 2.48%, respectively, due 2016		86,467		21,851
$392,326, 5 5/8% senior notes due 2012		392,081		392,000
$500,000, 5 7/8% senior notes due 2015		498,900		498,822
$400,000, 4 7/8% senior notes due 2019		397,270		397,190
$500,000, 3 1/2% senior notes due 2021		499,302		-
Other		-		89
Total debt		1,929,020		1,364,952
Less current portion		447,081		392,089
Total, net of current portion	$	1,481,939	$	972,863

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Consolidated Statements of Operations (Unaudited) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Dec. 31, 2011	Dec. 31, 2010
Consolidated Statements of Operations [Abstract]
Revenue	$ 20,360,645	$ 19,888,609
Cost of goods sold	19,767,552	19,308,377
Gross profit	593,093	580,232
Operating expenses:
Distribution, selling, and administrative	273,865	278,033
Depreciation	25,816	21,304
Amortization	4,939	4,129
Employee severance, litigation and other	3,559	0
Operating income	284,914	276,766
Other income	(1)	(1,667)
Interest expense, net	22,591	19,144
Income before income taxes	262,324	259,289
Income taxes	100,208	98,789
Net income	$ 162,116	$ 160,500
Earnings per share:
Basic	$ 0.63	$ 0.58
Diluted	$ 0.62	$ 0.57
Weighted average common shares outstanding:
Basic	258,461	275,605
Diluted	263,084	280,693
Cash dividends declared per share of common stock	$ 0.13	$ 0.10

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Stockholders' Equity and Earnings per Share

3 Months Ended

Dec. 31, 2011

Stockholders' Equity and Earnings per Share [Abstract]

Stockholders' Equity and Earnings per Share

Note 6.Stockholders' Equity and Earnings per Share

The following table illustrates comprehensive income for the three monthsended December 31, 2011 and 2010 (in thousands):

	2011		2010
Net income	$	162,116	$	160,500
Foreign currency translation adjustments and other		6,487		6,702
Comprehensive income	$	168,603	$	167,202

In November 2010, the Company's board of directors increasedthe quarterly cash dividend by 25% from $0.08 to $0.10 per share. In May 2011, the Company's board of directors increased the quarterly cash dividend again by 15% to $0.115 per share. In November 2011, the Company's board of directors increased the quarterly cash dividend again by 13% to $0.13 per share.

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

In September 2010, the Company's board of directors authorized a program allowing the Company to purchase up to $500 million of its outstanding shares of common stock, subject to market conditions. During the three months ended December 31, 2010, the Company purchased2.8million shares for $87.1million under thisprogram.

In August 2011, the Company's board of directors authorized a new program allowing the Company to purchase up to $750 million of its outstanding shares of common stock, subject to market conditions. During the three months ended December 31, 2011, the Company purchased 3.3 million shares for $119.9 million under this new program.

On December 30, 2011, the Company retired 238.8 million shares of its treasury stock.

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

	Three months ended
	December 31,
(in thousands)	2011	2010
Weighted average common shares outstanding - basic	258,461	275,605
Effect of dilutive securities: stock options,
restricted stock, and restricted stock units	4,623	5,088
Weighted average common shares outstanding - diluted	263,084	280,693

The potentially dilutive stock options that were antidilutive for the three months ended December 31, 2011 and 2010 were3.2 million and 3.5 million, respectively.

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Debt

3 Months Ended

Dec. 31, 2011

Debt Disclosure [Abstract]

Debt

Note 5.Debt

Debt consisted of the following (in thousands):

	December 31,		September 30,
	2011		2011
Blanco revolving credit facility at 1.30% and 1.23%, respectively, due 2012	$	55,000	$	55,000
Receivables securitization facility due 2014		-		-
Multi-currency revolving credit facility at 2.73% and 2.48%, respectively, due 2016		86,467		21,851
$392,326, 5 5/8% senior notes due 2012		392,081		392,000
$500,000, 5 7/8% senior notes due 2015		498,900		498,822
$400,000, 4 7/8% senior notes due 2019		397,270		397,190
$500,000, 3 1/2% senior notes due 2021		499,302		-
Other		-		89
Total debt		1,929,020		1,364,952
Less current portion		447,081		392,089
Total, net of current portion	$	1,481,939	$	972,863

The Company has a multi-currency senior unsecured revolving credit facility for $700 million, which was scheduled to expire in March 2015 (the “Multi-Currency Revolving Credit Facility”), with a syndicate of lenders. In October 2011, the Company entered into an amendment with the syndicate of lenders to extend the maturity date of the Multi-Currency Revolving Credit Facility to October 2016. The amendment also reduced the Company's borrowing rates and facility fees. Interest on borrowings under the Multi-Currency Revolving Credit Facility accrues at specified rates based on the Company's debt rating and ranges from 68 basis points to 155 basis points over LIBOR/EURIBOR/Bankers Acceptance Stamping Fee, as applicable (90 basis points over LIBOR/EURIBOR/Bankers Acceptance Stamping Fee at December 31, 2011). Additionally, interest on borrowings denominated in Canadian dollars may accrue at the greater of the Canadian prime rate or the CDOR rate. The Company pays facility fees to maintain the availability under the Multi-Currency Revolving Credit Facility at specified rates based on its debt rating, ranging from 7 basis points to 20 basis points, annually, of the total commitment (10 basis points at December 31, 2011). The Company may choose to repay or reduce its commitments under the Multi-Currency Revolving Credit Facility at any time. The Multi-Currency Revolving Credit Facility contains covenants, including compliance with a financial leverage ratio test, as well as others that impose limitations on, among other things, indebtedness of excluded subsidiaries and asset sales.

On October 31, 2011, the Company established a commercial paper program whereby it may from time to time issue short-term promissory notes in an aggregate amount of up to $700 million at any one time. Amounts available under the program may be borrowed, repaid, and re-borrowed from time to time. The maturities on the notes will vary, but may not exceed 365 days from the date of issuance. The notes will bear interest rates, if interest bearing, or will be sold at a discount from their face amounts. The commercial paper program does not increase the Company's borrowing capacity as it is fully backed by the Company's Multi-Currency Revolving Credit Facility. There were no borrowings outstanding under the commercial paper program at December 31, 2011.

The Company has a $700 million receivables securitization facility (“Receivables Securitization Facility”), which was scheduled to expire in April 2014. In October 2011, the Company entered into an amendment to the Receivables Securitization Facility to extend the maturity date to October 2014. The amendment also reduced the Company's borrowing rates. The Company hasavailable to it an accordion feature whereby the commitment on the Receivables Securitization Facility may be increased by up to $250 million, subject to lender approval, for seasonal needs during the December and March quarters. Interest rates are based on prevailing market rates for short-term commercial paper or LIBOR plus a program fee of 75 basis points. The Company pays anunused fee of 37.5 basis points, annually,to maintain the availability under the Receivables Securitization Facility. At December 31, 2011, there were no borrowings outstanding under the Receivables Securitization Facility.The Receivables Securitization Facility contains similar covenants to the Multi-Currency Revolving Credit Facility.

The Blanco revolving credit facility (the “Blanco Credit Facility”) expires in April 2012. Borrowings under the Blanco Credit Facility are guaranteed by the Company. Interest on borrowings under the Blanco Credit Facility accrues at specific rates based on the Company's debt rating (100 basis points over LIBOR at December 31, 2011).

In November 2011, the Company issued $500 million of 3½% senior notes due November 15, 2021 (the “2021 Notes”). The 2021 Notes were sold at 99.858% of the principal amount and have an effective yield of 3.52%. The interest on the 2021 Notes is payable semiannually, in arrears, commencing May 15, 2012. The 2021 Notes rank pari passu to the Multi-Currency Revolving Credit Facility, the 5 5/8% senior notes due 2012, the 5 7/8% senior notes due 2015, and the 4 7/8% senior notes due 2019. The Company used the net proceeds of the 2021 Notes for general corporate purposes. Costs incurred in connection with the issuance of the 2021 Notes were deferred and are being amortized over the 10 year term of the notes.

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Goodwill and Other Intangible Assets (Details) (USD $)	3 Months Ended		12 Months Ended					121 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2012	Oct. 31, 2026	Sep. 30, 2011
Goodwill and Other Intangible Assets (Details) [Abstract]
Goodwill at September 30, 2011	$ 2,565,227,000						$ 2,565,227,000
Goodwill, Acquired During Period	172,420,000
Goodwill, Other Changes	2,860,000
Goodwill at December 31, 2011	2,740,507,000
Indefinite-lived intangibles-trade names	237,768,000								237,711,000
Finite Lived Intangible Assets [Line Items]
Intangible Assets Gross Excluding Goodwill	472,535,000								402,555,000
Intangible Assets Accumulated Amortization Excluding Goodwill	110,031,000								104,698,000
Intangible Assets Net Excluding Goodwill	362,504,000								297,857,000
Amortization of Intangible Assets	4,939,000	4,129,000
Future Amortization Expense Year One							20,900,000
Future Amortization Expense Year Two						19,200,000
Future Amortization Expense Year Three					16,600,000
Future Amortization Expense Year Four				12,400,000
Future Amortization Expense Year Five			11,700,000
Future Amortization Expense, after Year Five								48,800,000
Customer Relationships Member
Finite Lived Intangible Assets [Line Items]
Finite Lived Intangible Assets Gross	175,138,000								117,540,000
Finite Lived Intangible Assets Accumulated Amortization	77,837,000								73,987,000
Finite Lived Intangible Assets Net	97,301,000								43,553,000
Other Finite Lived Intangibles [Member]
Finite Lived Intangible Assets [Line Items]
Finite Lived Intangible Assets Gross	59,629,000								47,304,000
Finite Lived Intangible Assets Accumulated Amortization	32,194,000								30,711,000
Finite Lived Intangible Assets Net	$ 27,435,000								$ 16,593,000

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Stockholders' Equity and Earnings Per Share (Tables)

3 Months Ended

Dec. 31, 2011

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

Schedule of Comprehensive Income (Loss) [Table Text Block]

	2011		2010
Net income	$	162,116	$	160,500
Foreign currency translation adjustments and other		6,487		6,702
Comprehensive income	$	168,603	$	167,202

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

	Three months ended
	December 31,
(in thousands)	2011	2010
Weighted average common shares outstanding - basic	258,461	275,605
Effect of dilutive securities: stock options,
restricted stock, and restricted stock units	4,623	5,088
Weighted average common shares outstanding - diluted	263,084	280,693

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

3 Months Ended

Dec. 31, 2011

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Schedule of Condensed Financial Statements of Guarantors and Non Guarantors

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

The Company's 5 5/8% senior notes due September 15, 2012 (the “2012 Notes”), 5 7/8% senior notes due September 15, 2015 (the “2015 Notes”), 4 7/8% senior notes due November 15, 2019 (the “2019 Notes”), and 3 1/2% senior notes due November 15, 2021 (the “2021 Notes” and, together with the 2012 Notes, 2015 Notes, and 2019 Notes, the “Notes”) each are fully and unconditionally guaranteed on a joint and several basis by certain of the Company's subsidiaries (the subsidiaries of the Company that are guarantors of any of the Notes being referred to collectively as the “Guarantor Subsidiaries”). The total assets, stockholders' equity, revenue, earnings, and cash flows from operating activities of the Guarantor Subsidiaries reflect the majority of the consolidated total of such items as of or for the periods reported. The only consolidated subsidiaries of the Company that are not guarantors of the Notes (the “Non-Guarantor Subsidiaries”) are: (a) the receivables securitization special purpose entity, (b) the foreign operating subsidiaries, and (c) certain smaller operating subsidiaries. The following tables present condensed consolidating financial statements including AmerisourceBergen Corporation (the “Parent”), the Guarantor Subsidiaries, and the Non-Guarantor Subsidiaries. Such financial statements include balance sheets as of December 31, 2011 and September 30, 2011, statements of operations for the three months ended December 31, 2011 and 2010, and statements of cash flows for the three months ended December 31, 2011 and 2010.

SUMMARY CONSOLIDATING BALANCE SHEETS:
				December 31, 2011
							Guarantor	Non-Guarantor				Consolidated
(in thousands)					Parent		Subsidiaries	Subsidiaries		Eliminations		Total
Current assets:
	Cash and cash equivalents			$	1,828,101	$	452,414	$	89,820	$	-	$	2,370,335
	Accounts receivable, net				58		1,411,927		2,312,471		-		3,724,456
	Merchandise inventories				-		5,635,407		188,951		-		5,824,358
	Prepaid expenses and other				4,869		28,744		3,018		-		36,631
		Total current assets			1,833,028		7,528,492		2,594,260		-		11,955,780
Property and equipment, net					-		759,022		34,582		-		793,604
Goodwill and other intangible assets					-		2,969,422		133,589		-		3,103,011
Other assets					15,252		107,694		2,925		-		125,871
Intercompany investments and
	advances				2,570,097		1,818,803		310,377		(4,699,277)		-
		Total assets		$	4,418,377	$	13,183,433	$	3,075,733	$	(4,699,277)	$	15,978,266
Current liabilities:
	Accounts payable			$	-	$	9,416,538	$	172,481	$	-	$	9,589,019
	Accrued expenses and other				(273,775)		684,953		7,786		-		418,964
	Current portion of long-term debt				392,081		-		55,000		-		447,081
	Deferred income taxes				-		846,313		-		-		846,313
		Total current liabilities			118,306		10,947,804		235,267		-		11,301,377
Long-term debt, net of current portion					1,395,472		-		86,467		-		1,481,939
Other liabilities					-		287,357		2,994		-		290,351
Total stockholders' equity					2,904,599		1,948,272		2,751,005		(4,699,277)		2,904,599
		Total liabilities and
			stockholders' equity	$	4,418,377	$	13,183,433	$	3,075,733	$	(4,699,277)	$	15,978,266

SUMMARY CONSOLIDATING BALANCE SHEETS:
				September 30, 2011
							Guarantor	Non-Guarantor				Consolidated
(in thousands)				Parent			Subsidiaries	Subsidiaries		Eliminations		Total
Current assets:
	Cash and cash equivalents			$	1,299,181	$	467,820	$	58,989	$	-	$	1,825,990
	Accounts receivable, net				35		1,235,505		2,601,663		-		3,837,203
	Merchandise inventories				-		5,299,041		167,493		-		5,466,534
	Prepaid expenses and other				2,483		82,214		3,199		-		87,896
		Total current assets			1,301,699		7,084,580		2,831,344		-		11,217,623
Property and equipment, net					-		746,782		26,134		-		772,916
Goodwill and other intangible assets					-		2,731,881		131,203		-		2,863,084
Other assets					10,316		116,351		2,381		-		129,048
Intercompany investments and advances					2,576,456		2,465,540		(10,222)		(5,031,774)		-
		Total assets		$	3,888,471	$	13,145,134	$	2,980,840	$	(5,031,774)	$	14,982,671
Current liabilities:
	Accounts payable			$	-	$	9,025,761	$	176,354	$	-	$	9,202,115
	Accrued expenses and other				(266,399)		682,305		7,011		-		422,917
	Current portion of long-term debt				392,000		89		-		-		392,089
	Deferred income taxes				-		837,999		-		-		837,999
		Total current liabilities			125,601		10,546,154		183,365		-		10,855,120
Long-term debt, net of current portion					896,012		-		76,851		-		972,863
Other liabilities					-		284,199		3,631		-		287,830
Total stockholders' equity					2,866,858		2,314,781		2,716,993		(5,031,774)		2,866,858
		Total liabilities and
			stockholders' equity	$	3,888,471	$	13,145,134	$	2,980,840	$	(5,031,774)	$	14,982,671

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS:
		Three months ended December 31, 2011
					Guarantor	Non-Guarantor				Consolidated
(in thousands)		Parent			Subsidiaries	Subsidiaries		Eliminations		Total
Revenue		$	-	$	19,834,896	$	558,751	$	(33,002)	$	20,360,645
Cost of goods sold			-		19,264,092		503,460		-		19,767,552
Gross profit			-		570,804		55,291		(33,002)		593,093
Operating expenses:
	Distribution, selling, and administrative		-		286,427		20,440		(33,002)		273,865
	Depreciation		-		25,003		813		-		25,816
	Amortization		-		4,188		751		-		4,939
	Employee severance, litigation and other		-		3,559		-		-		3,559
Operating income			-		251,627		33,287		-		284,914
Other income			-		-		(1)		-		(1)
Interest expense, net			(1,035)		21,491		2,135		-		22,591
Income before income taxes and equity in
	earnings of subsidiaries		1,035		230,136		31,153		-		262,324
Income taxes			379		88,399		11,430		-		100,208
Equity in earnings of subsidiaries			161,460		-		-		(161,460)		-
Net income		$	162,116	$	141,737	$	19,723	$	(161,460)	$	162,116

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS:
		Three months ended December 31, 2010
					Guarantor	Non-Guarantor				Consolidated
(in thousands)		Parent			Subsidiaries	Subsidiaries		Eliminations		Total
Revenue		$	-	$	19,451,810	$	469,244	$	(32,445)	$	19,888,609
Cost of goods sold			-		18,891,139		417,238		-		19,308,377
Gross profit			-		560,671		52,006		(32,445)		580,232
Operating expenses:
	Distribution, selling,
	and administrative		-		295,399		15,079		(32,445)		278,033
	Depreciation		-		20,453		851		-		21,304
	Amortization		-		3,344		785		-		4,129
Operating income			-		241,475		35,291		-		276,766
Other income			-		(1,666)		(1)		-		(1,667)
Interest expense, net			389		16,210		2,545		-		19,144
(Loss) income before income taxes
	and equity in earnings
	of subsidiaries		(389)		226,931		32,747		-		259,289
Income taxes			(136)		87,236		11,689		-		98,789
Equity in earnings of subsidiaries			160,753		-		-		(160,753)		-
Net income		$	160,500	$	139,695	$	21,058	$	(160,753)	$	160,500

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS:
		Three months ended December 31, 2011
					Guarantor		Non-Guarantor					Consolidated
(in thousands)			Parent			Subsidiaries		Subsidiaries			Eliminations		Total
Net income			$	162,116	$	141,737		$	19,723	$	(161,460)		$	162,116
Adjustments to reconcile net income
	to net cash (used in) provided by
	operating activities			(170,267)		12,511			265,883		161,460			269,587
Net cash (used in) provided by operating
	activities			(8,151)		154,248			285,606		-			431,703
Capital expenditures				-		(38,903)			(9,235)		-			(48,138)
Cost of acquired companies, net of cash				-		(250,501)			-		-			(250,501)
Net cash used in investing activities				-		(289,404)			(9,235)		-			(298,639)
Long-term debt borrowings				499,290		-			-		-			499,290
Net borrowings under revolving
credit facility				-		-			63,826		-			63,826
Purchases of common stock				(128,042)		-			-		-			(128,042)
Exercises of stock options, including
excess tax benefit				16,450		-			-		-			16,450
Cash dividends on common stock				(33,708)		-			-		-			(33,708)
Debt issuance costs and other				(5,914)		(89)			(532)		-			(6,535)
Intercompany financing and advances				188,995		119,839			(308,834)		-			-
Net cash provided by (used in) financing
activities				537,071		119,750			(245,540)		-			411,281
Increase (decrease) in cash and cash
equivalents				528,920		(15,406)			30,831		-			544,345
Cash and cash equivalents at beginning
	of period			1,299,181		467,820			58,989		-			1,825,990
Cash and cash equivalents at end of period			$	1,828,101	$	452,414		$	89,820	$	-		$	2,370,335

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS:
		Three months ended December 31, 2010
					Guarantor			Non-Guarantor					Consolidated
(in thousands)			Parent			Subsidiaries			Subsidiaries		Eliminations			Total
Net income			$	160,500		$	139,695		$	21,058	$	(160,753)		$	160,500
Adjustments to reconcile net income
	to net cash provided by (used in)
	operating activities			(160,043)			(155,002)			(105,408)		160,753			(259,700)
Net cash provided by (used in) operating
	activities		457			(15,307)			(84,350)		-			(99,200)
Capital expenditures				-			(49,252)			(839)		-			(50,091)
Net cash used in investing activities				-			(49,252)			(839)		-			(50,091)
Net borrowings under revolving
	credit facility		-			-			58,401		-			58,401
Purchases of common stock				(185,362)			-			-		-			(185,362)
Exercises of stock options, including
	excess tax benefit		46,982			-			-		-			46,982
Cash dividends on common stock				(27,735)			-			-		-			(27,735)
Debt issuance costs and other				(158)			(119)			(5)		-			(282)
Intercompany financing and advances				(125,666)			53,457			72,209		-			-
Net cash (used in) provided by
	financing activities		(291,939)			53,338			130,605		-			(107,996)
(Decrease) increase in cash and cash equivalents			(291,482)			(11,221)			45,416		-			(257,287)
Cash and cash equivalents at beginning of
	period		1,552,122			79,700			26,360		-			1,658,182
Cash and cash equivalents at end of period			$	1,260,640		$	68,479		$	71,776	$	-		$	1,400,895

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Legal Matters and Contingencies

3 Months Ended

Dec. 31, 2011

Loss Contingency [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.

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

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

Qui Tam Matter

On October 24, 2011, the Company announced that it had reached a preliminary agreement for a civil settlement (the "Preliminary Settlement") with the United States Attorney's Office for the Eastern District of New York, the plaintiff states and the relator (collectively, the "Plaintiffs") of claims against two of the Company's business units, ASD Specialty Healthcare, Inc. ("ASD") and International Nephrology Network ("INN"), who were named, along with Amgen Inc., in a civil case filed under the qui tam provisions of the federal and various state civil False Claims Acts. The civil case was administratively closed after the Preliminary Settlement was reached. The Preliminary Settlement is subject to completion and approval of an executed written settlement agreement with the Plaintiffs, which the Company expects to finalize in its fiscal year ending September 30, 2012. The Company does not expect INN or ASD to admit any liability in connection with the settlement. The Company recorded a $16 million charge in the fiscal year ended September 30, 2011 in connection with the Preliminary Settlement.

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

The Company has learned that there are prior and subsequent filings in one or more federal district courts, including a complaint filed by one of its former employees, that are under seal and involve allegations against the Company (and/or subsidiaries or businesses of the Company, including its group purchasing organization for oncologists and its oncology distribution business) similar to those raised in the District of Massachusetts case. The Preliminary Settlement encompasses resolution of one of these other filings. The Company cannot predict the outcome of any other pending action in which any AmerisourceBergen entity is or may become a defendant.

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Financial Instruments

3 Months Ended

Dec. 31, 2011

Fair Value Disclosures [Abstract]

Financial Instruments

Note 8. Fair Value of Financial Instruments

The recordedamounts of the Company's cash and cash equivalents, accounts receivable and accounts payable at December 31, 2011 and September 30, 2011approximate fair value based upon the relatively short-term nature of these financial instruments. Within cash and cash equivalents, the Company had $984.9millionand $491.1 million of investments in money market accounts as of December 31, 2011 and September 30, 2011, respectively. The fair values of the money market accounts were determined based on unadjusted quoted prices in active markets for identical assets, otherwise known as Level 1 investments. The recorded amount of debt (see Note 5) and the corresponding fair value, which is estimated based on quoted market prices, as of December 31, 2011 were $1,929.0 million and $2,078.7 million, respectively. The recorded amount of debt and the corresponding fair value, which is estimated based on quoted market prices, as of September 30, 2011 were$1,365.0 million and $1,507.0 million, respectively.

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Dec. 31, 2011

Accounting Policies [Abstract]

Consolidation Policy Text Block

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

Basis of Accounting [Text Block]

The accompanying unaudited consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information, the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments (consisting only of normal recurring accruals, except as otherwise disclosed herein) considered necessary to present fairly the financial position as of December 31, 2011 and the results of operations and cash flows for the interim periods ended December 31, 2011 and 2010 have been included. Certain information and footnote disclosures normally included in financial statements presented in accordance with U.S. GAAP, but which are not required for interim reporting purposes, have been omitted. The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2011.

Use of Estimates, Policy [Policy Text Block]

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

Segment Reporting Disclosure Text Block

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

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Acquisitions (Details) (USD $)	1 Months Ended	3 Months Ended
	Nov. 01, 2011	Dec. 31, 2011	Dec. 31, 2010
Business Combination, Description [Abstract]
Cost of acquired company, net of cash acquired	$ 250,000,000	$ 250,501,000	$ 0
Business Acquisition, Purchase Price Allocation, Goodwill Amount		172,400,000
Business Acquisition, Purchase Price Allocation, Current Assets, Receivables		119,600,000
Business Acquisition, Purchase Price Allocation, Current Assets, Inventory		41,700,000
Business Acquisition, Purchase Price Allocation, Current Liabilities, Accounts Payable		152,900,000
Acquired Finite-Lived Intangible Assets [Line Items]
Acquired Finite-lived Intangible Asset, Amount		68,800,000
Acquired Business Annualized Revenues		700,000,000
Acquired Business Annualized Revenues Subject to Elimination		60,000,000
Acquired Business Actual Revenue Subject to Elimination		10,600,000
Trade Names [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Acquired Finite-lived Intangible Asset, Amount		3,800,000
Acquired Finite-lived Intangible Asset, Weighted Average Useful Life		5
Customer Relationships Member
Acquired Finite-Lived Intangible Assets [Line Items]
Acquired Finite-lived Intangible Asset, Amount		57,100,000
Acquired Finite-lived Intangible Asset, Weighted Average Useful Life		15
Computer Software, Intangible Asset [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Acquired Finite-lived Intangible Asset, Amount		$ 7,900,000
Acquired Finite-lived Intangible Asset, Weighted Average Useful Life		5

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Legal Matters and Contingencies (Details) In Millions, unless otherwise specified	1 Months Ended	12 Months Ended
	Apr. 27, 2009 Ontario Ministry of Health and Long Term Care Civil Rebate Payment Order and Civil Complaint [Member] CAD	Sep. 30, 2011 Qui Tam Matter [Member] USD ($)
Loss Contingencies [Line Items]
Initial Liability Assessment	5.80
Litigation Settlement, Gross		$ 16.00

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Consolidated Statements of Cash Flows (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Dec. 31, 2011	Dec. 31, 2010
OPERATING ACTIVITIES
Net income	$ 162,116	$ 160,500
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation, including amounts charged to cost of goods sold	29,063	24,517
Amortization, including amounts charged to interest expense	6,558	5,342
Provision for doubtful accounts	6,277	4,963
Provision for deferred income taxes	6,591	20,296
Share-based compensation	6,400	6,780
Other	2,337	(887)
Changes in operating assets and liabilities, excluding the effects of acquisitions:
Accounts receivable	243,393	275,792
Merchandise inventories	(326,715)	(227,739)
Prepaid expenses and other assets	59,048	24,956
Accounts payable, accrued expenses, and income taxes	248,023	(399,651)
Other liabilities	(11,388)	5,931
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	431,703	(99,200)
INVESTING ACTIVITIES
Capital expenditures	(48,138)	(50,091)
Cost of acquired company, net of cash acquired	250,501	0
NET CASH USED IN INVESTING ACTIVITIES	(298,639)	(50,091)
FINANCING ACTIVITIES
Long-term debt borrowings	499,290	0
Borrowings under revolving credit facility	206,464	343,413
Repayments under revolving credit facility	(142,638)	(285,012)
Purchases of common stock	(128,042)	(185,362)
Exercises of stock options, including excess tax benefits of $4,275 and $10,508 in fiscal 2012 and 2011, respectively	16,450	46,982
Cash dividends on common stock	(33,708)	(27,735)
Debt issuance costs and other	(6,535)	(282)
NET CASH USED IN FINANCING ACTIVITIES	411,281	(107,996)
INCREASE IN CASH AND CASH EQUIVALENTS	544,345	(257,287)
Cash and cash equivalents at beginning of period	1,825,990	1,658,182
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$ 2,370,335	$ 1,400,895

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Goodwill and Other Intangible Assets

3 Months Ended

Dec. 31, 2011

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

Note 4.Goodwill and Other Intangible Assets

Following is a summary of the changes in the carrying value of goodwill for the three months ended December 31, 2011 (in thousands):

Goodwill at September 30, 2011	$	2,565,227
Goodwill recognized in connection with acquisition (See Note 2)		172,420
Foreign currency translation and other		2,860
Goodwill at December 31, 2011	$	2,740,507

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

	December 31, 2011						September 30, 2011
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Indefinite-lived
intangibles-trade
names	$	237,768	$	-	$	237,768	$	237,711	$	-	$	237,711
Finite-lived
intangibles:
Customer
relationships		175,138		(77,837)		97,301		117,540		(73,987)		43,553
Other		59,629		(32,194)		27,435		47,304		(30,711)		16,593
Total other intangible
assets	$	472,535	$	(110,031)	$	362,504	$	402,555	$	(104,698)	$	297,857

Amortization expense for other intangible assets was $4.9 million and $4.1 million in the three months ended December 31, 2011 and 2010, respectively. Amortization expense for other intangible assets is estimated to be $20.9 million in fiscal 2012, $19.2 million in fiscal 2013, $16.6 million in fiscal 2014, $12.4 million in fiscal 2015, $11.7 million in fiscal 2016, and $48.8 million thereafter.

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Financial Instruments (Details) (USD $)	Dec. 31, 2011	Sep. 30, 2011
Financial Instruments (Details) [Abstract]
Other Assets Fair Value Disclosure	$ 984,900,000	$ 491,100,000
Long Term Debt	1,929,020,000	1,364,952,000
Debt Instrument Fair Value	$ 2,078,700,000	$ 1,507,000,000

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

3 Months Ended

12 Months Ended

Dec. 31, 2011

Dec. 31, 2010

Sep. 30, 2011

Selected Consolidating Financial Statements of Parent Guarantors and Nonguarantors Tables [Abstract]

Summary Consolidating Balance Sheets [Text Block]

SUMMARY CONSOLIDATING BALANCE SHEETS:
				December 31, 2011
							Guarantor	Non-Guarantor				Consolidated
(in thousands)					Parent		Subsidiaries	Subsidiaries		Eliminations		Total
Current assets:
	Cash and cash equivalents			$	1,828,101	$	452,414	$	89,820	$	-	$	2,370,335
	Accounts receivable, net				58		1,411,927		2,312,471		-		3,724,456
	Merchandise inventories				-		5,635,407		188,951		-		5,824,358
	Prepaid expenses and other				4,869		28,744		3,018		-		36,631
		Total current assets			1,833,028		7,528,492		2,594,260		-		11,955,780
Property and equipment, net					-		759,022		34,582		-		793,604
Goodwill and other intangible assets					-		2,969,422		133,589		-		3,103,011
Other assets					15,252		107,694		2,925		-		125,871
Intercompany investments and
	advances				2,570,097		1,818,803		310,377		(4,699,277)		-
		Total assets		$	4,418,377	$	13,183,433	$	3,075,733	$	(4,699,277)	$	15,978,266
Current liabilities:
	Accounts payable			$	-	$	9,416,538	$	172,481	$	-	$	9,589,019
	Accrued expenses and other				(273,775)		684,953		7,786		-		418,964
	Current portion of long-term debt				392,081		-		55,000		-		447,081
	Deferred income taxes				-		846,313		-		-		846,313
		Total current liabilities			118,306		10,947,804		235,267		-		11,301,377
Long-term debt, net of current portion					1,395,472		-		86,467		-		1,481,939
Other liabilities					-		287,357		2,994		-		290,351
Total stockholders' equity					2,904,599		1,948,272		2,751,005		(4,699,277)		2,904,599
		Total liabilities and
			stockholders' equity	$	4,418,377	$	13,183,433	$	3,075,733	$	(4,699,277)	$	15,978,266

SUMMARY CONSOLIDATING BALANCE SHEETS:
				September 30, 2011
							Guarantor	Non-Guarantor				Consolidated
(in thousands)				Parent			Subsidiaries	Subsidiaries		Eliminations		Total
Current assets:
	Cash and cash equivalents			$	1,299,181	$	467,820	$	58,989	$	-	$	1,825,990
	Accounts receivable, net				35		1,235,505		2,601,663		-		3,837,203
	Merchandise inventories				-		5,299,041		167,493		-		5,466,534
	Prepaid expenses and other				2,483		82,214		3,199		-		87,896
		Total current assets			1,301,699		7,084,580		2,831,344		-		11,217,623
Property and equipment, net					-		746,782		26,134		-		772,916
Goodwill and other intangible assets					-		2,731,881		131,203		-		2,863,084
Other assets					10,316		116,351		2,381		-		129,048
Intercompany investments and advances					2,576,456		2,465,540		(10,222)		(5,031,774)		-
		Total assets		$	3,888,471	$	13,145,134	$	2,980,840	$	(5,031,774)	$	14,982,671
Current liabilities:
	Accounts payable			$	-	$	9,025,761	$	176,354	$	-	$	9,202,115
	Accrued expenses and other				(266,399)		682,305		7,011		-		422,917
	Current portion of long-term debt				392,000		89		-		-		392,089
	Deferred income taxes				-		837,999		-		-		837,999
		Total current liabilities			125,601		10,546,154		183,365		-		10,855,120
Long-term debt, net of current portion					896,012		-		76,851		-		972,863
Other liabilities					-		284,199		3,631		-		287,830
Total stockholders' equity					2,866,858		2,314,781		2,716,993		(5,031,774)		2,866,858
		Total liabilities and
			stockholders' equity	$	3,888,471	$	13,145,134	$	2,980,840	$	(5,031,774)	$	14,982,671

Condensed Consolidating Statements of Operations [Text Block]

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS:
		Three months ended December 31, 2011
					Guarantor	Non-Guarantor				Consolidated
(in thousands)		Parent			Subsidiaries	Subsidiaries		Eliminations		Total
Revenue		$	-	$	19,834,896	$	558,751	$	(33,002)	$	20,360,645
Cost of goods sold			-		19,264,092		503,460		-		19,767,552
Gross profit			-		570,804		55,291		(33,002)		593,093
Operating expenses:
	Distribution, selling, and administrative		-		286,427		20,440		(33,002)		273,865
	Depreciation		-		25,003		813		-		25,816
	Amortization		-		4,188		751		-		4,939
	Employee severance, litigation and other		-		3,559		-		-		3,559
Operating income			-		251,627		33,287		-		284,914
Other income			-		-		(1)		-		(1)
Interest expense, net			(1,035)		21,491		2,135		-		22,591
Income before income taxes and equity in
	earnings of subsidiaries		1,035		230,136		31,153		-		262,324
Income taxes			379		88,399		11,430		-		100,208
Equity in earnings of subsidiaries			161,460		-		-		(161,460)		-
Net income		$	162,116	$	141,737	$	19,723	$	(161,460)	$	162,116

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS:
		Three months ended December 31, 2010
					Guarantor	Non-Guarantor				Consolidated
(in thousands)		Parent			Subsidiaries	Subsidiaries		Eliminations		Total
Revenue		$	-	$	19,451,810	$	469,244	$	(32,445)	$	19,888,609
Cost of goods sold			-		18,891,139		417,238		-		19,308,377
Gross profit			-		560,671		52,006		(32,445)		580,232
Operating expenses:
	Distribution, selling,
	and administrative		-		295,399		15,079		(32,445)		278,033
	Depreciation		-		20,453		851		-		21,304
	Amortization		-		3,344		785		-		4,129
Operating income			-		241,475		35,291		-		276,766
Other income			-		(1,666)		(1)		-		(1,667)
Interest expense, net			389		16,210		2,545		-		19,144
(Loss) income before income taxes
	and equity in earnings
	of subsidiaries		(389)		226,931		32,747		-		259,289
Income taxes			(136)		87,236		11,689		-		98,789
Equity in earnings of subsidiaries			160,753		-		-		(160,753)		-
Net income		$	160,500	$	139,695	$	21,058	$	(160,753)	$	160,500

Condensed Consolidating Statements of Cash Flows [Text Block]

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS:
		Three months ended December 31, 2011
					Guarantor		Non-Guarantor					Consolidated
(in thousands)			Parent			Subsidiaries		Subsidiaries			Eliminations		Total
Net income			$	162,116	$	141,737		$	19,723	$	(161,460)		$	162,116
Adjustments to reconcile net income
	to net cash (used in) provided by
	operating activities			(170,267)		12,511			265,883		161,460			269,587
Net cash (used in) provided by operating
	activities			(8,151)		154,248			285,606		-			431,703
Capital expenditures				-		(38,903)			(9,235)		-			(48,138)
Cost of acquired companies, net of cash				-		(250,501)			-		-			(250,501)
Net cash used in investing activities				-		(289,404)			(9,235)		-			(298,639)
Long-term debt borrowings				499,290		-			-		-			499,290
Net borrowings under revolving
credit facility				-		-			63,826		-			63,826
Purchases of common stock				(128,042)		-			-		-			(128,042)
Exercises of stock options, including
excess tax benefit				16,450		-			-		-			16,450
Cash dividends on common stock				(33,708)		-			-		-			(33,708)
Debt issuance costs and other				(5,914)		(89)			(532)		-			(6,535)
Intercompany financing and advances				188,995		119,839			(308,834)		-			-
Net cash provided by (used in) financing
activities				537,071		119,750			(245,540)		-			411,281
Increase (decrease) in cash and cash
equivalents				528,920		(15,406)			30,831		-			544,345
Cash and cash equivalents at beginning
	of period			1,299,181		467,820			58,989		-			1,825,990
Cash and cash equivalents at end of period			$	1,828,101	$	452,414		$	89,820	$	-		$	2,370,335

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS:
		Three months ended December 31, 2010
					Guarantor			Non-Guarantor					Consolidated
(in thousands)			Parent			Subsidiaries			Subsidiaries		Eliminations			Total
Net income			$	160,500		$	139,695		$	21,058	$	(160,753)		$	160,500
Adjustments to reconcile net income
	to net cash provided by (used in)
	operating activities			(160,043)			(155,002)			(105,408)		160,753			(259,700)
Net cash provided by (used in) operating
	activities		457			(15,307)			(84,350)		-			(99,200)
Capital expenditures				-			(49,252)			(839)		-			(50,091)
Net cash used in investing activities				-			(49,252)			(839)		-			(50,091)
Net borrowings under revolving
	credit facility		-			-			58,401		-			58,401
Purchases of common stock				(185,362)			-			-		-			(185,362)
Exercises of stock options, including
	excess tax benefit		46,982			-			-		-			46,982
Cash dividends on common stock				(27,735)			-			-		-			(27,735)
Debt issuance costs and other				(158)			(119)			(5)		-			(282)
Intercompany financing and advances				(125,666)			53,457			72,209		-			-
Net cash (used in) provided by
	financing activities		(291,939)			53,338			130,605		-			(107,996)
(Decrease) increase in cash and cash equivalents			(291,482)			(11,221)			45,416		-			(257,287)
Cash and cash equivalents at beginning of
	period		1,552,122			79,700			26,360		-			1,658,182
Cash and cash equivalents at end of period			$	1,260,640		$	68,479		$	71,776	$	-		$	1,400,895