10-K

[ TABLE OF CONTENTS ]

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

[	X	]		ANNUAL REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the fiscal year ended September 30, 2000
			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 1-5110

BERGEN BRUNSWIG CORPORATION

(Exact name of registrant as specified in its charter)

New Jersey	22-1444512
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
4000 Metropolitan Drive, Orange, California	92868-3510
(Address of principal executive offices)	(Zip Code)
Registrant's telephone number, including area code	(714) 385-4000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Class A Common Stock - par value $1.50 per share	New York Stock Exchange
6  7/8% Exchangeable Subordinated Debentures due July 15, 2011	New York Stock Exchange
$150,000,000 7  3/8% Senior Notes due 2003	New York Stock Exchange
7.80% Trust Originated Preferred Securities SM ("TOPrS SM")	New York Stock Exchange

(Cover page continued)

Securities registered pursuant to Section 12(g) of the Act:

7% Convertible Subordinated Debentures due March 1, 2006 - Durr-Fillauer Medical, Inc.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.	[	]

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 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 4 No__

At November 30, 2000, 134,932,834 shares of Class A Common Stock were outstanding. The aggregate market value of the Class A Common Stock held by nonaffiliates of the registrant on November 30, 2000 was $1,950,823,860.

Documents Incorporated by Reference

List hereunder the following documents if incorporated by reference and the part of the Form 10-K into which the document is incorporated:

Within 120 days after September 30, 2000, the Company will either file a definitive proxy statement for its 2001 annual meeting of shareowners which will be incorporated by reference in Part III of this Annual Report on Form 10-K or will file an amendment to this Annual Report to provide the information called for by such Part III.

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TABLE OF CONTENTS
PART I
ITEM			PAGE
	Forward-looking Statements		I - 1
1.	Business		I - 1
2.	Properties		I - 7
3.	Legal Proceedings		I - 8
4A.	Executive Officers of the Registrant		I - 17
PART II
5.	Market for the Registrant's Common Equity and		II - 1
		Related Stockholder Matters
6.	Selected Financial Data		II - 1
7.	Management's Discussion and Analysis of Financial		II - 3
		Condition and Results of Operations
7a.	Quantitative and Qualitative Disclosures About Market Risk		II - 22
8.	Financial Statements and Supplementary Data		II - 23
9.	Changes in and Disagreements with Accountants		II - 65
		on Accounting and Financial Disclosure
PART III
10.	Directors of the Registrant		III - 1
11.	Executive Compensation		III - 1
12.	Security Ownership of Certain Beneficial Owners		III - 1
		and Management
13.	Certain Relationships and Related Transactions		III - 1
PART IV
14.	Exhibits, Financial Statement Schedules and Reports		IV - 1
		on Form 8-K
	Signatures		IV - 7

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Portions of this Annual Report on Form 10-K include "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to materially differ from those projected or implied. The most significant of such risks, uncertainties and other factors is described in Item 3 - Legal Proceedings and Exhibit 99(a) to this Annual Report.

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PART I

ITEM 1.	BUSINESS
	A.	General Development of Business

                                   Bergen Brunswig Corporation, a New Jersey corporation formed in 1956, and its subsidiaries (collectively, the "Company") is a diversified drug and health care distribution organization. The Company is one of the nation's largest wholesalers of pharmaceuticals and specialty healthcare products to the managed care and retail pharmacy markets, and also distributes pharmaceuticals to long-term care and workers' compensation patients. The Company provides product distribution, logistics, pharmacy management programs, consulting services, and Internet fulfillment services designed to reduce costs and improve patient outcomes.

                                   The Company has acquired a number of businesses during the past three fiscal years. Following is a summary of such acquisitions, which are more fully described under the caption "Business Acquisitions" in Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations and in Note 7 of Notes to Consolidated Financial Statements appearing in Part II of this Annual Report:

Acquisition Date	Acquired Entity	Segment
April 1999	PharMerica, Inc.	PharMerica
February 1999	J.M. Blanco, Inc.	Pharmaceutical Distribution
January 1999	Stadtlander Operating Company, LLC	Discontinued Operations
December 1998	Medical Initiatives, Inc.	Pharmaceutical Distribution
September 1998	Ransdell Surgical, Inc.	Discontinued Operations
September 1998	Choice Systems, Inc.	Other Businesses
August 1998	The Lash Group, Inc.	Pharmaceutical Distribution
May 1998	Pacific Criticare, Inc.	Discontinued Operations
January 1998	Besse Medical Services, Inc.	Pharmaceutical Distribution

                                   The Company recently sold two significant businesses, as shown in the table below. Such dispositions are more fully described under the caption "Discontinued Operations" in Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations and in Note 2 of Notes to Consolidated Financial Statements appearing in Part II of this Annual Report.

Disposition Date	Entity Sold
September 2000	Stadtlander Operating Company, LLC ("Stadtlander")
August 2000	Bergen Brunswig Medical Corporation, Ransdell Surgical, Inc. and Pacific Criticare, Inc. (collectively, "BBMC").

                                   In the fourth quarter of fiscal 2000, the Company recorded special items which in aggregate reduced pre-tax earnings by $598.0 million and net earnings by $561.3 million. The most significant special item was a $505.3 million non-cash charge to provide for the impairment of the goodwill of PharMerica, Inc.("PharMerica"). In addition, there was an aggregate $66.7 million provision for doubtful receivables relating to two customers in the long-term care industry. The other $26.0 million of special items was comprised of charges for the restructuring of Pharmaceutical Distribution operations, the abandonment of capitalized software, officer severance, and impairment of an investment. See Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations for further discussion and Note 13 of Notes to Consolidated Financial Statements appearing in Part II of this Annual Report.

B. Narrative Description of Business

                                   The Company is organized based upon the products and services it provides to its customers. The Company's operating businesses have been aggregated into three reportable segments: Pharmaceutical Distribution, PharMerica, and Other Businesses. See Note 15 of Notes to Consolidated Financial Statements appearing in Part II of this Annual Report.

Pharmaceutical Distribution

                                   The Pharmaceutical Distribution segment includes Bergen Brunswig Drug Company ("BBDC") and ASD Specialty Healthcare, Inc. ("ASD") (formerly known as Bergen Brunswig Specialty Company), which is comprised of the pharmaceutical alternate site distribution business, Integrated Commercialization Solutions ("ICS") and The Lash Group ("Lash").

                                   BBDC is one of the largest national distributors of products sold or used by institutional (hospital) and retail pharmacies. BBDC distributes a full line of products, including pharmaceuticals, proprietary medicines, cosmetics, toiletries, personal health products, sundries, and home healthcare supplies and equipment from 31 locations in 20 states and the Commonweath of Puerto Rico. These products are sold to hospital pharmacies, managed care facilities, health maintenance organizations ("HMOs"), independent retail pharmacies, pharmacy chains, supermarkets, food-drug combination stores and other retailers located in all 50 states, the District of Columbia, Puerto Rico and the Territory of Guam.

                                   BBDC has been an innovator in the development and utilization of computer-based retail order entry systems and of electronic data interchange ("EDI") systems including computer-to-computer ordering systems with suppliers. During fiscal 2000, substantially all of BBDC's customer orders were received via electronic order entry systems. These systems, combined with daily delivery, are designed to improve customers' cash and inventory management, and profitability, by freeing them from the burden of maintaining large inventories. Although these systems require capital expenditures by the Company, benefits from these systems to BBDC are realized through increased productivity. BBDC is expanding its electronic interface with its suppliers and now electronically processes a substantial portion of its purchase orders, invoices and payments. BBDC has eight regional distribution centers ("RDCs") among its locations. RDCs help improve customer service levels because a wider product selection is more readily available. These facilities serviced 56% of BBDC's sales volume in fiscal 2000.

                                   In June 2000, BBDC launched iBergen.com, a web-enabled portal offering retail and health systems pharmacy customers a comprehensive platform for catalog and order entry, multi-site reporting, market share reports and other applications. iBergen is designed to maximize the synergies between manufacturer, distributor and healthcare provider to provide pharmacists with access to the products, service and cost control initiatives they need to improve their service and profitability.

                                   During fiscal 1999, BBDC established a website, myGNP.com, to strengthen branding opportunities and provide an Internet presence to its independent retail customers. BBDC operates an Internet fulfillment center for over-the-counter drugs, health and beauty aids, and other non-prescription products in Louisville, Kentucky.

                                   In June 1996, BBDC introduced its Generic Purchasing Program ("GPP"). Designed to reduce customers' generic pharmaceutical costs, GPP utilizes the products of a selected group of generic manufacturers and combines that benefit with substantial volume to leverage buying power for BBDC's customers.

                                   BBDC's PlusCare^TM Provider network offers a nationwide presence to managed care organizations on behalf of independent and small chain pharmacies, allowing the pharmacists to focus on patient care while BBDC negotiates and maintains contracts and oversees compliance issues.

                                   BBDC utilizes RightPak, Inc. ("RightPak"), its repackaging facility located in Wisconsin, to repackage certain pharmaceuticals from manufacturers' bulk containers into standard bottle sizes and individual unit-of-use doses in order to meet the dispensing needs of pharmacies and healthcare providers.

                                   BBDC also provides a wide variety of promotional, advertising, merchandising, and marketing assistance to independent community pharmacies. For example, the Good Neighbor Pharmacy^R  program utilizes circular and media advertising to strengthen the consumer image of the independent pharmacy without sacrificing its local individuality. Other programs for the independent community pharmacy include in-store merchandising programs, private label products, shelf management systems, pharmacy computers and a fully-integrated point-of-sale system marketed under BBDC's trademark of OmniPhase^TM.

                                   Hospital and other institutional accounts are offered a wide variety of inventory management and information services by BBDC to better manage inventory investment and contain costs. The AccuLine^TM software program, introduced in June 1995, provides an on-line, real-time, hospital inventory management system in a Windows^TM (a trademark of Microsoft^R  Corporation) environment and features local area network capability.

                                   ASD was established during fiscal 1994 to respond to the rapid growth in the pharmaceutical alternate site business. ASD is a leading supplier of pharmaceuticals and other products and services to physicians in the oncology, plasma, nephrology, vaccine and other specialty healthcare markets and has four principal distribution locations in four states.

                                   ICS provides distribution, accounting, marketing, education and other outsourcing services for pharmaceutical manufacturers. Lash provides consulting and management of reimbursement and patient-assistance programs.

PharMerica

                                   PharMerica is a leading provider of institutional pharmacy services to the elderly, chronically-ill and disabled in long-term care and alternate site settings, including skilled nursing facilities, assisted living facilities, specialty hospitals, residential living communities and the home. PharMerica also provides mail order pharmacy services to workers' compensation patients and the catastrophically ill. Currently, PharMerica serves approximately 327,000 long-term care patients and 91,000 workers' compensation patients.

                                   PharMerica's institutional pharmacy business involves the purchase of bulk quantities of prescription and nonprescription pharmaceuticals, principally from BBDC, and the distribution of those products to residents in long-term care facilities. Unlike hospitals, most long-term care facilities do not have onsite pharmacies to dispense prescription drugs, but depend instead on institutional pharmacies such as PharMerica to provide the necessary pharmacy products and services and to play an integral role in monitoring patient medication. PharMerica's pharmacies dispense pharmaceuticals in patient-specific packaging in accordance with physician orders. In addition, PharMerica provides infusion therapy services and Medicare Part B products, as well as formulary management and other pharmacy consulting services.

                                   PharMerica's network of 141 institutional pharmacies covers a geographic area that includes over 85% of the nation's institutional/long-term care beds. Each PharMerica pharmacy typically serves customers within a 150-mile radius.

                                   PharMerica's workers' compensation business provides pharmaceutical claims administration and mail order distribution. PharMerica's services include home delivery of prescription drugs, medical supplies and equipment and an array of computer software solutions to reduce the payor's administrative costs.

Other Businesses

                                   The Other Businesses segment consists solely of Choice Systems, Inc. ("Choice"), which develops and markets inventory management systems and related software for hospitals and other healthcare providers.

Discontinued Operations

                                   BBMC distributed a variety of medical and surgical products to individual hospitals and alternate site healthcare providers through distribution centers located in every region of the United States except the northeast.

                                   Stadtlander provided disease-specific pharmaceutical care to people living with challenging health conditions such as HIV/AIDS, organ transplant, serious mental illness, and infertility. Stadtlander also provided pharmaceutical care to the privatized corrections market.

1. Competition

                                   BBDC and ASD which represent some of the nation's largest pharmaceutical distributors measured by revenues, face intense competition from other national pharmaceutical distributors, as well as regional and local full-line and short-line distributors, direct selling manufacturers and specialty distributors. The principal competitive factors are service and price. Competition continues to drive down the gross profit markup percentage, thereby lowering distributors' gross profit margins.

                                   The institutional pharmacy market is fragmented and competition varies significantly among local geographic markets. PharMerica's competitors include independent retail pharmacies, retail pharmacy chains, long-term care company-owned captive pharmacies and national institutional pharmacies. Management believes that the competitive factors most important in PharMerica's lines of business are quality and range of service offered, competitive prices, reputation with referral sources, ease of doing business with healthcare providers, and the ability to develop and maintain referral sources. One of PharMerica's present competitors is larger (in terms of gross revenues) than PharMerica. In addition, there are relatively few barriers to entry in PharMerica's local markets. PharMerica's workers' compensation business primarily competes with local retail pharmacies and medical equipment supply companies, and competes primarily on the basis of the effectiveness of its cost containment services.

2. Employees

                                   As of November 30, 2000, the Company employed approximately 10,300 people. The Company considers its relationship with its employees and the unions representing certain of its employees to be satisfactory.

3. Government Regulation

                                   Certain pharmaceutical products and medical supplies sold by the Company are subject to federal and state statutes and regulations governing the sale, marketing, packaging and distribution of prescription drugs, including controlled substances, and medical devices. Furthermore, the Company (particularly in its PharMerica operations) and/or its customers are subject to extensive licensing requirements and comprehensive regulation governing various aspects of the healthcare delivery system, including the so called "fraud and abuse" laws. The fraud and abuse laws preclude, among other things, (a) persons from soliciting, offering, receiving or paying any remuneration in order to induce the referral of a patient for treatment or for inducing the ordering or purchasing of items or services that are in any way paid for by Medicare or Medicaid and (b) physicians from making referrals to certain entities with which they have a financial relationship. The fraud and abuse laws and regulations are broad in scope and are subject to frequent modification and varied interpretation. Significant criminal, civil and administrative sanctions may be imposed for violation of these laws and regulations.

                                   As part of various changes made to Medicare, in 1997 the United States Congress established the Prospective Payment System ("PPS") for Medicare patients in skilled nursing facilities under which such facilities are paid a federal daily rate for virtually all covered skilled nursing facility services. Under the PPS, PharMerica's skilled nursing facility customers are no longer able to pass through their costs for certain products and services provided by PharMerica. Instead, PharMerica's customers receive a federal daily rate to cover the costs of all eligible goods and services provided to Medicare patients, which may include certain pharmaceutical and other goods and services provided by PharMerica that were previously reimbursed separately under Medicare. Since the amount of skilled nursing facility Medicare reimbursement is limited by the PPS, facility customers now have an increased incentive to negotiate with PharMerica to minimize the costs of providing goods and services to patients covered under Medicare. PharMerica continues to bill skilled nursing facilities on a negotiated fee schedule. As disclosed in the Company's Annual Report on Form 10-K for the year ended September 30, 1999, and elsewhere, implementation of PPS has had a material adverse effect on the business, financial condition and results of operations of PharMerica.

                                   PharMerica's reimbursement for pharmaceuticals provided under state Medicaid programs are also subject to government regulation. During the fourth quarter of fiscal 2000, PharMerica began to experience the negative impact of two recent regulatory events which reduced reimbursement under state Medicaid programs, and it is expected that such lower reimbursements will continue into future years. The first event was the announcement by approximately 34 states of a significant reduction in Average Wholesale Price (AWP) reimbursement levels for certain intravenous (IV) drugs provided to Medicaid beneficiaries. The second event was the Health Care Financing Administration's ("HCFA") reduction of Federal Upper Limit (FUL) prices, which are used to set the reimbursement levels for numerous pills and tablets dispensed to Medicaid beneficiaries.

                                   As a result of a wide variety of political, economic and regulatory influences, the healthcare delivery industry in the United States is under intensive scrutiny and subject to fundamental changes. A variety of new approaches have been proposed, including mandated basic healthcare benefits and controls on healthcare spending through limitations on the growth of private health insurance premiums and Medicare and Medicaid spending. The Company anticipates that Congress and state legislatures will continue to review and assess alternative healthcare delivery systems and payment methods and that public debate with respect to these issues will likely continue in the future. Because of uncertainty regarding the ultimate features of reform initiatives and their enactment and implementation, the Company cannot predict which, if any, of such reform proposals will be adopted, when they may be adopted, or what impact they may have on the Company.

4. Other

                                   While the Company's operations may show quarterly fluctuations, the Company does not consider its business to be seasonal in nature.

                                   Although the Company's computer service operations expend time and effort on the development and marketing of computer software used in support of services offered by the Company for its customers, which are described in part elsewhere herein, the Company has not, during the past three fiscal years, expended any material amounts on research and development of computer software for sale.

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ITEM 2. PROPERTIES

                       Because of the nature of the Company's business, office and warehousing facilities are operated in widely dispersed locations in the United States. Some of the facilities are owned by the Company, but most are leased on a long-term basis. The Company considers its operating properties to be in satisfactory condition and well utilized with adequate capacity for growth.

                       As of November 30, 2000, the Pharmaceutical Distribution segment operations were located in 38 leased and 15 owned locations ranging in size from approximately 1,000 to 220,000 square feet and have a combined area of approximately 3,949,000 square feet. The lease expiration dates of the leased facilities range from fiscal 2001 to fiscal 2008.

                       As of November 30, 2000, the PharMerica segment operations were located in 154 leased locations ranging in size from approximately 1,000 to 89,000 square feet and have a combined area of approximately 1,154,000 square feet. The lease expiration dates of the leased facilities range from fiscal 2001 through fiscal 2009.

                       As of November 30, 2000, the Other Businesses segment operations were located in one leased location comprising approximately 18,000 square feet. The lease expires in fiscal 2004.

                       The Company owns and leases an aggregate of approximately 249,000 square feet of general and executive offices in Orange, California and leases approximately 28,000 square feet of data processing offices in Montgomery, Alabama. The owned facility was purchased in October 1999. The lease expiration dates of the leased facilities range from fiscal 2004 to fiscal 2005.

                       The combined area of the Company's leased and owned facilities was approximately 3,360,000 and 2,038,000 square feet, respectively, as of November 30, 2000.

                       For additional information regarding the Company's lease obligations, see Note 9 of Notes to Consolidated Financial Statements appearing in Part II of this Annual Report.

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ITEM 3. LEGAL PROCEEDINGS

                       There have been no new material matters in the legal proceedings as previously reported in Part I, Item 3 of the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1999 filed with the Securities and Exchange Commission on December 29, 1999 except as otherwise might be set forth below.

Section 1.

1.1         State Antitrust Actions

             1.1.1         As previously reported, between August 3, 1993 and February 14, 1994, the Company, along with various other pharmaceutical industry-related companies, was named as a defendant in eight separate state antitrust actions in three courts in California. These lawsuits are more fully detailed in "Item 1 - Legal Proceedings" of Part II of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1994 as filed with the Securities and Exchange Commission and is incorporated herein by reference. In April 1994, these California state actions were all coordinated as Pharmaceutical Cases I, II and III, and assigned to a single judge in San Francisco Superior Court. On August 22, 1994, a Consolidated Amended Complaint ("California Complaint"), which supersedes and amends the eight prior complaints, was filed in these actions. The California Complaint alleges that the Company and 35 other pharmaceutical industry-related companies violated California's Cartwright Act, Unfair Practices Act, and the Business and Professions Code unfair competition statute. The California Complaint alleges that defendants jointly and separately engaged in secret rebating, price fixing and price discrimination between plaintiffs and plaintiffs' alleged competitors who sell pharmaceuticals to patients or retail customers. Plaintiffs seek, on behalf of themselves and a class of similarly situated California pharmacies, injunctive relief and treble damages in an amount to be determined at trial. The judge struck the class allegations from the Unfair Practices Act claims, and on June 26, 1995, granted plaintiffs' motion for class certification of the consolidated actions. On September 8, 1995, the court entered an order staying all proceedings in the consolidated actions pending resolution of the federal action. To date, the action is still stayed. As previously reported, on May 2, 1994, the Company and Durr Drug Company were named as defendants, along with 25 other pharmaceutical related-industry companies, in a state antitrust class action in the Circuit Court of Greene County, Alabama entitled Durrett v. UpJohn Company, et al., No. 94-029 ("Alabama Complaint"). The Alabama Complaint alleges on behalf of a class of Alabama retail pharmacies and a class of Alabama consumers that the defendants conspired to discriminatorily fix prices to plaintiffs at artificially high levels. The Alabama Complaint seeks injunctive relief and treble damages. On June 25, 1999, the Alabama Supreme Court held that plaintiffs' claims are not valid under the Alabama antitrust statute. On November 29, 1999 the trial court dismissed the entire action in accordance with the mandate of the Alabama Supreme Court. Similar actions were also filed against the Company and other wholesalers and manufacturers in Mississippi, Montgomery Drug v. UpJohn, et. al., No. 97-0103, and in Tennessee, Graves v. Abbott, et. al., No. 25,109-II. The various state actions have not yet been set for trial.

1.2         State Opt Out Antitrust Actions

             1.2.1         In addition to the above-mentioned state court actions in Section 1.1, the Company and other wholesaler defendants have been added as defendants in a series of related antitrust lawsuits brought by certain independent pharmacies who have opted out of the class action cases. After a successful motion by the Company and other wholesalers, the damage period in these cases was limited to October 1993 to the present. On July 17, 2000, the wholesaler defendants filed a motion for summary judgment. On November 6, 2000, the court granted the motion, dismissing all claims against the wholesalers. An Arkansas group of opt out plaintiffs filed a motion for reconsideration, requesting that their Arkansas state law claims not be dismissed. That motion is currently pending.

         On October 21, 1994, the Company entered into a sharing agreement with five other wholesalers and 26 pharmaceutical manufacturers. Among other things, the agreement provides that: (a) if a judgment is entered against both the manufacturer and wholesaler defendants, the total exposure for joint and several liability of the Company is limited to the lesser amount of either 1% of each shared judgment or an aggregate amount of $1 million on all shared judgments in all actions; (b) if a settlement is entered into by, between, and among the manufacturer and wholesaler defendants, the Company has no monetary exposure for such settlement amount; (c) the six wholesaler defendants will be reimbursed by the 26 pharmaceutical defendants for related legal fees and expenses in an amount agreed to by the manufacturers (of which the Company will receive a proportionate share); and (d) the Company is to release certain claims which it might have had against the manufacturer defendants for the claims presented by the plaintiffs in these cases. The agreement covers all antitrust actions raising the issues described above and which allege joint and several liability with at least one manufacturer, including the cases described in this Section.

1.3         Proposition 65 - Gottesfeld

             1.3.1         As previously reported, in February 1999, Perry Gottesfeld, an individual, filed a lawsuit against the Company and approximately sixteen other defendants in the case entitled, Perry Gottesfeld v. Alva-Amco, et. al., alleging that manufacturers and distributors of over the counter dandruff shampoos containing coal tar expose consumers to coal tar, a Proposition 65-listed carcinogen, without providing a warning. Shortly after Gottesfeld filed suit, the California Attorney General filed a separate action covering the same products. Under Proposition 65 and California's Business and Professions Code Section 17200 (Unfair Trade Practices), both Gottesfeld and the State are seeking substantial civil penalties, restitution, injunctive relief, attorney's fees and costs from the defendants. Both cases have been consolidated and are pending in San Francisco County Superior Court. The Company has filed an answer to both plaintiffs' claims and responded to discovery requests. Settlement discussions were ongoing until August 2000, but ceased when the plaintiffs demanded that defendants reformulate their products to below minimum levels set under the federal Food and Drug Administration ("FDA") Coal Tar Monograph, which defendants believe conflict irreconcilably with FFDCA requirements.

             1.3.2         On March 14, 2000, Gottesfeld filed a citizen's petition with the FDA requesting FDA to restrict the sale of pharmaceuticals containing coal tar to prescription only and to require additional warnings for cancer. The basis for the Gottesfeld Petition is an unvalidated scientific study concerning exposure to coal tar oil in mice, which is the same scientific evidence that both Gottesfeld and the Attorney General assert as the basis of their Proposition 65 claim.

             1.3.3         On September 22, 2000, the Court granted the Company's request for a stay of the action pending the FDA review of the Gottesfeld Petition, which is due by the end of January 2001. At the hearing on the stay, the Court evidenced a willingness to consider FDA's determination on the merits of plaintiffs' claims. Although the Company is cautiously optimistic that FDA will reaffirm its Monograph, and thereby uphold defendant's position that warnings are not required, the Company cannot guarantee that result. In any case, FDA's determination should provide an impetus for settlement, or reduce the duration of litigation.

             1.3.4         As of November 7, 2000, the court ordered a continuance of the Stay until January 31, 2001, at which time the parties will file a further status report.

1.4         EPA Butterworth Landfill Site

             1.4.1         As previously reported, on or about March 5, 1999, the Company was notified that it was a potentially responsible party ("PRP") in connection with the Butterworth Landfill Site ("Butterworth Site") located in Grand Rapids, Michigan and that the U.S. EPA had entered into a Court-ordered consent decree ("Decree") with five principal PRP's to spend approximately $9.6 million on immediate responsive activities at the Butterworth Site, including remedial investigation and feasibility studies. In addition and pursuant to Section 107 of the CERCLA, the U.S. Department of the Interior has asserted a claim for damages caused to natural resources ("NRD Liability"). The present value of the expected remedial action at the Butterworth Site over the next thirty years is in excess of $20 million.

             1.4.2         The Company has tendered $53,000 in exchange for statutory contribution protection and a covenant not to sue in the Decree. The Decree was expected to be entered in the Fourth Quarter of 1999, but as of December 2000, still has not been entered. Upon entering the Decree, all EPA claims and NRD Liability against the Company will be released and any future contribution or cost recovery actions by other PRP's against the Company will be barred.

             1.4.3         The lengthy delay in filing to enter the Decree has been caused by an opposition to the same by a group of approximately 18 non-settling parties, known as the Varnum Group (the "Group"). The members of the Group are allegedly liable as generators of hazardous materials. The Group maintains that the settlement is unfair to them primarily because it does not include them, thereby leaving them exposed to an order from EPA to perform a portion of the work at the Butterworth Site and, potentially, to claims in contribution from the settling parties.

             1.4.4         In May 1999, the U.S. filed a Memorandum in Support of the Decree, which the Group opposed. In August 2000, the U.S. District Court Judge for the Western District of Michigan granted the United State's Motion for Entry of the Decree. However, in October 2000, the Company received service of the Group's notice to appeal. As of November 2000, the Group filed a motion to stay the appeal for seven weeks, pending ongoing settlement negotiations.

1.5         EPA Casmalia Landfill Site

             1.5.1         In addition to the Butterworth Site and as previously reported, in January 1999, EPA identified the Company as a PRP at the Casmalia Superfund Site ("Casmalia Site") and sent the Company a demand for contribution of approximately $140,000. Working with a steering committee of counsel, the Company has negotiated a reduction in EPA's demands. On October 11, 1999, EPA revised its demands reducing the amounts demanded and providing two options through which PRPs may liquidate their liability. The current settlement demands range from $103,317 to $75,114. The Company has also asserted a defense that it should not be considered a PRP at the Casmalia Site on the ground that nearly all of the waste it sent to the Casmalia Site was covered by the so-called petroleum exclusion from the CERCLA. EPA has been considering the Company's claim to exclude this waste since June 9, 1999, and the Company does not expect a response in the foreseeable future.

             1.5.2         In December 1999, EPA set a "deadline" for the Company to indicate if it would accept one of the reduced settlement options. In June 2000, the Company conditionally accepted EPA's settlement terms. Both EPA and the PRP Steering Committee have entered into a tolling agreement to postpone the deadline for completing the settlement until EPA completes its review of the Company's claim that its waste was exempt from CERCLA.

1.6         PharMerica Securities Litigation

             1.6.1         As previously reported, in November 1998 and February 1999, two putative securities class actions were filed against PharMerica and certain individuals ("Defendants") in the United States District Court for the Middle District of Florida. The Court consolidated the actions into one putative class action and appointed two groups as co-lead Plaintiffs for the proposed class, who filed a Consolidated Amended Complaint. The proposed classes consist of all persons who purchased or acquired stock of PharMerica between January 7, 1998 and July 24, 1998. The Consolidated Amended Complaint seeks monetary damages but does not specify an amount. In general, the Consolidated Amended Complaint alleges that the Defendants made material misrepresentations with respect to an alleged violation of generally accepted accounting principles, and omissions by withholding from the market information related to the costs associated with certain acquisitions. The Consolidated Amended Complaint alleges claims under Section 10(b) and 20(a) of the Securities Exchange Act of 1934. Defendants' motion to dismiss the Consolidated Amended Complaint with prejudice is pending before the Court.

1.7         PharMerica OIG Investigation

             1.7.1         As previously reported, prior to the acquisition of PharMerica by the Company, the United States Department of Health and Human Services ("HHS"), during the course of a Medicare Audit of various nursing homes, requested PharMerica to produce records related to intravenous pharmaceuticals provided to particular nursing homes in 1997 and 1998. PharMerica cooperated with the audit and complied with the request. PharMerica has learned that HHS auditors allege that during the 1997-98 time frame, certain nursing homes, primarily operating in Texas, improperly billed Medicare for intravenous pharmaceuticals and related services. The government has been made aware that PharMerica did not bill the Medicare program for the goods and services it sold to nursing homes. On or about June 1, 2000, the government filed a lawsuit against one former chain of thirteen Texas nursing homes, Sensitive Care, in which the government alleges that Sensitive Care filed false claims for Medicare reimbursement. The government has not quantified the extent of any damages it allegedly suffered. Sensitive Care has filed for bankruptcy in the Northern District of Texas, thus, the government's complaint against Sensitive Care has been filed in bankruptcy court there, as a creditor's claim. In its Answer to the government's lawsuit, Sensitive Care has denied liability, but has further alleged that PharMerica is liable for any false claim liabilities that may be imposed against Sensitive Care under an indemnification clause contained in the pharmacy services contract(s) between PharMerica and the nursing homes Sensitive Care formerly operated. PharMerica was served with a copy of Sensitive Care's third-party complaint seeking indemnification and intends to defend vigorously against the imposition of any liability against it for fraudulent billings that an independent third-party organization, like Sensitive Care, may have submitted to the government.

1.8         Liliha Pharmacy/Hawaii

             1.8.1         As previously reported, PharMerica had been informed by the State of Hawaii Medicaid Fraud Division that it had initiated an investigation into possible violations of Medicaid regulations by a pharmacy operated by PharMerica in Honolulu, Hawaii. PharMerica conducted an internal investigation in conjunction with the State. After extensive discussions with the responsible State authorities, the Company believes a resolution of this matter is probable in the near future, which would include monetary liability in an amount not material to the Company on a consolidated basis.

             1.8.2         In addition, due to the nature of the business of PharMerica that involves payments under various federal and state programs, PharMerica is regularly subject to audit, review and investigation processes of government entities, quasi-governmental entities and third-party payors.

1.9         OIG Investigation of Stadtlander

             1.9.1         As previously reported, a United States federal investigation of Stadtlander with respect to possible violations of the Medicare and Medicaid provisions of the Social Security Act is being conducted ("OIG Investigation"). The commencement of the investigation predated the ownership of Stadtlander by Counsel Corporation, the entity that sold Stadtlander to the Company. More specifically, the Office of Inspector General ("OIG") is investigating whether Stadtlander properly issued credits or refunds to the Medicare and/or Medicaid programs in cases where such credits or refunds may have been due. The Company has been advised that while owned by Counsel Corporation, Stadtlander cooperated fully with the authorities investigating this matter, and the Company continues to do so. As announced in or about September 2000, the Company entered into an Asset Purchase Agreement ("Stadtlander Sale Agreement") with ProCare Pharmacy, Inc. and certain of its designated affiliates to sell substantially all of the assets and business operations of Stadtlander (except for the Corrections Division). Notwithstanding the completion of the sale of such assets and business operations, according to the terms of the Stadtlander Sale Agreement, the Company continues to remain responsible for any and all fees, costs and expenses and any resulting liability arising from matters such as the OIG Investigation.

         Although the amount of liability at September 30, 2000 with respect to the referenced proceedings in Section 1 above cannot be ascertained, in the opinion of management, based upon information currently available to management, any resulting liability is not likely to have a material adverse effect on the Company's consolidated financial position, results of operations or cash flows. This statement represents a forward-looking statement under the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from management's opinion based on a variety of factors, including the uncertainties involved in the proof of legal and factual matters in complex legal proceedings.

Section 2.

2.1         Bergen Brunswig Corporation v. Counsel Corp.

             2.1.1         As previously reported, on October 14, 1999, the Company and certain of its subsidiaries commenced an action in the Los Angeles County Superior Court of the State of California against Counsel Corporation, Stadt Holdings, Inc., and certain of their officers and directors (the "Counsel defendants") in connection with the Company's acquisition of Stadtlander Drug Co., Inc. and its subsidiaries ("Stadtlander") on January 21, 1999. In the Counsel action, the Company alleges that the Counsel defendants devised and perpetrated a joint venture scheme with the common purpose of selling Stadtlander at a grossly inflated price. The Company contends that, by means of fraudulent adjusting journal entries and related misrepresentations and omissions, the Counsel defendants provided inaccurate financial statements and other false and misleading information to the Company in order to fraudulently induce it to consummate the Stadtlander acquisition for an excessive sales price.

             2.1.2         In its complaint, the Company asserts causes of action against the defendants under California's securities and unfair competition laws, as well as common law and statutory claims for fraud. The Company requests the imposition of a constructive trust, an accounting, restitution and disgorgement of the defendants' ill-gotten profits and other damages, as well as other relief permitted under law, in addition to pre-judgment and post-judgment interest, costs and attorneys' fees.

             2.1.3         Certain of the defendants made a motion to compel arbitration of the Company's claims against them, which the Court denied in January 2000. The same defendants then made a renewed motion to compel arbitration, which the Court was tentatively inclined to deny on April 28, 2000. On June 6, 2000, the Counsel defendants voluntarily withdrew their arbitration request.

             2.1.4         On July 28, 2000, the Company filed and served upon the Counsel defendants a First Amended Complaint, wherein it provided additional details concerning the accounting irregularities committed by the Counsel defendants in connection with the sale of Stadtlander to the Company.

             2.1.5         The Company subsequently dismissed voluntarily defendant John Feehan without prejudice, and defendant Feehan's motion to quash service of summons, filed on September 11, 2000 was taken off calendar.

             2.1.6         Defendants Counsel Corporation, Stadt Holdings, Inc., Allan C. Silber, Morris A. Perlis and James Sas filed and served an Answer to the First Amended Complaint on September 15, 2000, and defendants Counsel Corporation and Stadt Holdings, Inc. filed and served a Cross-Complaint against the Company on September 15, 2000. The Cross-Complaint purports to state two causes of action against the Company, for breach of the Amended and Restated Purchase Agreement governing the Stadtlander acquisition, and for breach of the implied covenant of good faith and fair dealing. On October 13, 2000, the Company filed and served an Answer to the Cross-Complaint, in which it denied the material allegations of the Cross-Complaint and disputes that Counsel Corporation and Stadt Holdings, Inc. are entitled to any damages or other relief whatsoever.

             2.1.7         At a Status Conference on August 17, 2000, the parties stipulated to the appointment of the Honorable Eli Chernow as discovery referee to hear and decide any and all discovery motions and disputes relevant to discovery in the lawsuit. An order of reference for the discovery referee was filed on October 12, 2000 and was signed by the Court on that date.

             2.1.8         The Court has set a tentative trial date in the action for August 20, 2001. Written discovery and document discovery have commenced in earnest. Apart from the deposition of defendant John Feehan on jurisdictional issues, no other depositions have been noticed or taken to date.

             2.1.9         The Company believes its claims against the Counsel defendants have substantial merit, and intends to prosecute its claims vigorously against the Counsel defendants. However, due to the incipient stage of the litigation, its ongoing status, and the necessary uncertainties involved in all litigation, the Company does not believe it is feasible at this time to assess the likely outcome of the litigation, the timing of its resolution, or its ultimate impact, if any, on the Company's financial condition, results of operations and cash flows.

2.2         Bergen Securities, Trust and Derivative Actions

             2.2.1         As previously reported, following the Company's October 14, 1999 announcement that it would not meet analysts' consensus earnings estimates for its fourth quarter and fiscal year ended September 30, 1999, due to, in part, lower than expected results at Stadtlander and PharMerica, and following the Company's disclosures, in its complaint against the Counsel defendants, reported by the press on October 15, 1999, regarding the accounting irregularities involved in the Stadtlander acquisition, 10 purported shareholder class action lawsuits were commenced against the Company and certain of its officers and directors in federal court in California. By order of the Court, pursuant to the parties' stipulation, the 10 cases have been consolidated into a single action in the Southern Division of the United States District Court for the Central District of California (the "Bergen securities action").

             2.2.2         The Bergen securities action is purportedly brought on behalf of a class of the Company's shareholders who purchased or otherwise acquired the Company's common stock from March 16, 1999 through October 14, 1999, and were allegedly damaged thereby. The Bergen securities action asserts, among other things, various similar claims under sections 11, 12 and 15 of the Securities Act 1933, and under sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 thereunder. In general, the Bergen securities action alleges that the Company and certain of its officers and directors made material omissions and misrepresentations in their PharMerica Proxy Statement/Prospectus, and in other public statements prior to October 14, 1999, by failing to disclose sooner certain accounting irregularities the Company uncovered at Stadtlander after its acquisition, and by allegedly failing to disclose sooner that the reserves for uncollectible accounts receivable at PharMerica were allegedly understated by approximately $35 million.

             2.2.3         On or about April 25, 2000, plaintiffs filed and served a consolidated amended complaint in the Bergen securities action. On June 23, 2000, the Company filed and served a motion to dismiss plaintiffs' consolidated amended complaint in the Bergen securities action. Plaintiffs have responded to the Company's motion, and the Company has filed and served its reply. The hearing currently is scheduled to take place on January 28, 2001.

             2.2.4         In addition to the Bergen securities action, two separate lawsuits alleging violations of certain federal securities laws were commenced in federal court in California, and another lawsuit was commenced in federal court in Delaware, that name as defendants, along with the Company and certain of its officers and directors, Bergen Capital Trust I (the "Trust"), a wholly-owned subsidiary of the Company, as well as various investment banks.

             2.2.5         By order of the Court, pursuant to the parties' stipulation, the Trust securities cases also have been consolidated into a single action in the Southern Division of the United States District Court for the Central District of California (the "Trust securities action"), and have been coordinated with the Bergen securities action as related cases for pre-trial purposes. The Trust securities action purportedly is brought on behalf of a class of persons who purchased shares of the Trust's Preferred Securities pursuant to the May 26, 1999 offering of such securities, including, in two of the cases, persons who thereafter acquired any such Preferred Securities on the open market prior to October 14, 1999.

             2.2.6         The Trust securities action asserts claims under sections 11, 12 and 15 of the Securities Act of 1933, as well as claims under sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 thereunder. In general, the Trust securities action contends that the Trust and the Company failed to fulfill a purported duty to disclose in the Company's 1999 Registration Statement, and in related offering materials with respect to the issuance of the Trust's Preferred Securities, and that the financial data provided by the Company was supposedly unreliable because Stadtlander was suffering from accounting irregularities as a result of the fraud of the Counsel defendants. The complaint in the Trust securities action also alleges that the Company should have disclosed PharMerica's problems arising from uncollectible accounts receivable sooner than it did.

             2.2.7         On or about June 8, 2000, Plaintiffs filed and served a consolidated amended complaint in the Trust securities action. On August 1, 2000, the Company filed and served a motion to dismiss the consolidated amended complaint in the Trust securities action. Plaintiffs have responded to the Company's motion, and the hearing currently is scheduled to take place on January 28, 2001.

             2.2.8         The Plaintiffs in the Bergen securities action and the Trust securities action seek damages in an unspecified amount, and/or rescission, as well as pre-judgment and post-judgment interest, costs and attorneys' fees. Pursuant to court order, "lead plaintiffs" and "lead counsel" have been appointed in the Bergen securities action and the Trust securities action under the Private Securities Litigation Reform Act of 1995 (the "PSLRA"). Except as set forth above, no motions are currently pending in any of the actions. No discovery has been commenced by any party to date in any of the actions, except for two third-party subpoenas issued to preserve evidence pending resolution of the pleadings. No trial dates have been set in any of the actions.

             2.2.9         On March 15, 2000, the Company accepted service of a purported shareholder derivative action pending in the Orange County Superior Court (the "Bergen derivative action"). The Bergen derivative action asserts several purported state law causes of action against the directors and certain senior officers of the Company (the "individual defendants"), and also against the Company (as a nominal defendant), alleging, in general terms, various alleged fiduciary breaches and related claims arising from the alleged failure of the individual defendants to conduct adequate due diligence before proceeding with the Stadtlander acquisition and causing Bergen to allegedly violate federal securities laws, as alleged in the Bergen securities action and Trust securities action.

             2.2.10         On Thursday, April 13, 2000, the Company and the individual defendants removed the Bergen derivative action to federal court, on the ground that the purported state law causes of action asserted in the complaint all derive from, and depend upon the resolution of, substantial questions of federal securities law. The plaintiff filed and served a motion to remand the Bergen derivative action to the Orange County Superior Court. The Company opposed plaintiff's motion to remand, to which the plaintiff replied. The Court issued an Order dated August 2, 2000, denying the plaintiff's motion to remand.

             2.2.11         The Company and the individual defendants requested that the derivative complaint be consolidated and/or coordinated with the Bergen securities action and the Trust securities action. To that end, the Bergen derivative action has been assigned to the same Court in which the Bergen securities action and the Trust securities action are pending.

             2.2.12         The Company filed and served a motion to dismiss the complaint in the Bergen derivative action. The plaintiff filed an opposition to that motion, to which the Company replied. On November 28, 2000, the Court issued an order granting the Company's motion to dismiss the derivative action, pursuant to which it dismissed the derivative complaint without leave to amend. On December 7, 2000, the plaintiff in the Bergen derivative action filed and served a motion for reconsideration of the Court's order dismissing the action. The hearing on plaintiff's motion for reconsideration is set for hearing on February 26, 2001. The Company intends to oppose the motion.

             2.2.13         The Company has reached a tentative settlement agreement with plaintiffs' counsel in the various actions, together with its directors' and officers' liability insurance carriers. The Company has submitted for filing and service a third party complaint against its carriers in connection with their settlement and indemnification obligations. The time for the carriers' response to the third party complaint will be set at the time of formal service of the complaint.

             2.2.14         The Company believes that it is likely that the cases will be settled in accordance with the parties' mediated settlement proposal, as modified by the Company's subsequent discussions with its insurance carriers. However, pending confirmation of the settlement and its approval by the Court, the Company intends to vigorously defend against the claims asserted in the various purported shareholder class action lawsuits and the Bergen derivative action. Due to the incipient stage of the litigation, its ongoing status, and the necessary uncertainties involved in all litigation, the Company does not believe it is feasible at this time to assess the likely outcome of the foregoing litigation, the timing of its resolution, or its ultimate impact, if any, on the Company's financial condition, results of operations and cash flows.

The proceedings referenced in Section 2 are in their early stages and discovery has not been completed. The Company does not believe it is currently feasible to predict or determine the outcome or resolution of these proceedings, or to estimate the amounts of, or potential range of, loss, if any, with respect to these proceedings.

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ITEM 4A.	EXECUTIVE OFFICERS OF THE REGISTRANT
	Identification of Executive Officers.

	The	Executive	officers	of	the	Company	are	elected by,	and serve at the
pleasure of, the Board of Directors. Each executive officer holds office until the next election of officers which is generally held in December, January or February of each year. The current executive officers of the Company, and their respective principal occupations and employment during the last five years ended September 30, 2000, are listed alphabetically as follows:

	Linda M. Burkett,	50,	Executive  Vice  President, Chief  Information  Officer
(since September 1996); Executive Vice President and Chief Information Officer, Bergen Brunswig Drug Company (since 1995).

	Charles J. Carpenter,	51,	President,    PharMerica,  Inc.  (since  April   1999);
Executive Vice President of the Company (since 1996); Chief Procurement Officer (1996-April 1999); Executive Vice President, Supplier Relations and Operations, Bergen Brunswig Drug Company (1995-1996).

	Steven H. Collis,	39,	Executive   Vice  President  of  the  Company   (since
February 2000); President, ASD Specialty Healthcare, Inc. (since September 2000); Executive Vice President, ASD Specialty Healthcare, Inc. (1996-August 2000); General Manager, ASD Specialty Healthcare, Inc. (1994-1996).

	Neil F. Dimick,	51,	Executive  Vice   President,  Chief Financial Officer  (since
1992); President, Bergen Brunswig Specialty Company (September 1996-August 2000). Mr. Dimick is also a member of the Board of Directors.

	Brent R. Martini,	41,	Executive    Vice  President  of  the   Company   and
President, Bergen Brunswig Drug Company (since September 1996); Executive Vice President, Bergen Brunswig Drug Company, West Region (1994-1996). Brent R. Martini is the son of Robert E. Martini. Brent R. Martini is also a member of the Board of Directors (since December 1999).

	Robert E. Martini,	68,	Chairman  of   the  Board  (since  1992); Chief Executive
Officer (since November 1999); a consultant to the Company (since January 1997); Chief Executive Officer (1990-January 1997). Mr. Martini is also a member of the Board of Directors.

	Andrew P. McVay,	40,	Vice President and Controller of Bergen Brunswig Drug
Company (since July 1997); Controller, West Region, Bergen Brunswig Drug Company (1994-July 1997).

	Michael A. Montevideo,	46,	Treasurer of the Company (since November 2000);
Senior Vice President and Chief Financial Officer, Imagyn Medical Technologies, Inc. (October 1997-November 2000); several financial management positions with FHP International Corporation (1985-1997), most recently as its Vice President and Treasurer.

	Milan A. Sawdei,	54,	Secretary (since July 1992);   Executive   Vice President
(since April 1992); Chief Legal Officer (since 1989).

	Carol E. Scherman,	45,	Executive Vice President, Human Resources (since
September 1996); Executive Vice President, Human Resources (since 1994), Bergen Brunswig Drug Company.

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PART II

ITEM 5.	MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
	STOCKHOLDER MATTERS

                       For certain information regarding shares of the Company's Class A Common Stock ("Common Stock"), including cash dividends per share, market prices per share, stock market information and number of shareowners, see "Selected Quarterly Results (unaudited)" as set forth in Part II, Item 8 of this Annual Report.

                       On February 9, 1994, the Board adopted a Shareowner Rights Plan (which was amended and restated on December 17, 1999; see Exhibit 4(c) to this Annual Report) which provides for the issuance of one Preferred Share Purchase Right (the "Rights") for each outstanding share of Common Stock. The Rights are generally not exercisable until 10 days after a person or group (an "Acquiror") acquires 15% of the Common Stock or announces a tender offer which could result in a person or group owning 15% or more of the Common Stock (an "Acquisition"). Each Right, should it become exercisable, will entitle the owner to buy 1/100^th of a share of a new series of the Company's Series A Junior Preferred Stock at an exercise price of $80.00.

                       In the event of an Acquisition without the approval of the Board, each Right will entitle the owner, other than an Acquiror, to buy at the Rights' then-current exercise price a number of shares of Common Stock with a market value equal to twice the exercise price. In addition, if, after an Acquisition, the Company were to be acquired by merger, shareowners with unexercised Rights could purchase common stock of the Acquiror with a value of twice the exercise price of the Rights. The Board may redeem the Rights for $0.01 per Right at any time prior to an Acquisition. Unless earlier redeemed, the Rights will expire on February 18, 2004.

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ITEM 6. SELECTED FINANCIAL DATA

                       The following selected financial data for the five fiscal years in the period ended September 30, 2000 have been derived from the audited Consolidated Financial Statements of the Company. This information should be read in connection with the Consolidated Financial Statements and related Notes thereto appearing in Part II of this Annual Report:

Dollars in thousands, except for per share amounts
				September 30,
Years Ended:					2000 (g)			1999 (g)		1998 (g)		1997		1996
Net sales and other revenues (a) :
	Excluding bulk shipments to
		customers' warehouses		$	18,725,611		$	16,137,864	$	12,943,739	$	10,908,560	$	9,321,645
	Bulk shipments to customers'
		warehouses			4,217,291			4,056,479		3,401,651		2,837,646		2,476,110
		Total net sales and other
			revenues		22,942,902			20,194,343		16,345,390		13,746,206		11,797,755
Earnings (loss) from continuing
	operations				(481,026	)	(b)	84,380	(c)	95,247	(d)	81,044	(f)	73,608
Earnings (loss) per share from
	continuing operations - diluted				(3.58	)	(b)	0.71	(c)	0.93	(d)	0.80	(f)	0.73
Cash dividends declared per
	Class A Common share				0.170			0.225		0.315	(e)	0.216		0.192
At Years Ended:
Total assets				$	4,571,424		$	5,399,452	$	2,929,622	$	2,637,828	$	2,426,892
Long-term obligations, net of
	current portion				1,096,161			1,041,983		464,778		437,956		419,275
Company-obligated mandatorily
	redeemable preferred
	securities of subsidiary trust
	holding solely subordinated
	notes of the Company				300,000			300,000		-		-		-
Shareowners' equity					723,249			1,495,490		629,064		644,861		578,966
(a)	Reclassified to include bulk shipments to customers' warehouses. For further information see Note 1 of Notes to Consolidated Financial Statements.
(b)	Includes special charges for goodwill impairment of $505.3 million, no income tax effect; provision for doubtful receivables of $40.4 million, net of
	income tax benefit of $26.3 million; restructuring charge of $6.5 million, net of income tax benefit of $4.2 million; abandonment of capitalized
	software of $3.8 million, net of income tax benefit of $2.5 million; officer severance of $2.4 million, net of income tax benefit of $1.6 million; and
	impairment of investment of $3.0 million, net of income tax benefit of $2.0 million. Earnings from continuing operations and diluted earnings per
	share from continuing operations excluding the special charges were $80.3 million and $0.60, respectively. See Item 7 of this Annual Report.
(c)	Includes special provision for doubtful receivables of $27.8 million, net of income tax benefit of $18.2 million. Earnings from continuing operations
	and diluted earnings per share from continuing operations excluding the special charge were $112.2 million and $0.94, respectively. See Item 7 of this Annual Report.
(d)	Includes special charges for merger expenses of $8.6 million, net of income tax benefit of $6.0 million; and abandonment of capitalized software of
	$3.1 million, net of income tax benefit of $2.2 million. Earnings from continuing operations and diluted earnings per share from continuing
	operations excluding the special charges were $107.0 million and $1.04, respectively. See Item 7 of this Annual Report.
(e)	Includes $0.075 per share declared September 24, 1998 and paid December 1, 1998. See Item 7 of this Annual Report.
(f)	Includes special charges for merger expenses of $3.4 million, net of income tax benefit of $2.4 million, relating to the termination of the proposed
	IVAX merger. Earnings from continuing operations and diluted earnings per share from continuing operations excluding the special charges were
	$84.5 million and $0.83, respectively.
(g)	See Item 7 of this Annual Report for information regarding business acquisitions and dispositions during these fiscal years.

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ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
	CONDITION AND RESULTS OF OPERATIONS
	Results of Operations

                       The Company's revenues have increased significantly during the past three years due to internal growth and acquisitions. However, net earnings and diluted earnings per share trends were negatively affected by special items, higher interest expense associated with additional debt incurred or assumed in connection with certain acquisitions, and discontinued operations. The following table summarizes the Company's revenues and earnings during this period:

Dollars in millions, except for per share amounts
			Years Ended September 30,									% Change
				2000			1999			1998		2000			1999
Net sales and other revenues			$	22,942.9		$	20,194.3		$	16,345.4		14		%	24		%
Earnings from continuing operations,
	before special items		$	80.3		$	112.2		$	107.0		(28	)	%	5		%
Special items				(561.3	)		(27.8	)		(11.8	)
Earnings (loss) from
	continuing operations			(481.0	)		84.4			95.2
Discontinued operations				(271.8	)		(13.8	)		(92.1	)
		Net earnings (loss)	$	(752.8	)	$	70.6		$	3.1
Diluted earnings per share:
Earnings from continuing operations,
	before special items		$	0.60		$	0.94		$	1.04		(36	)	%	(10	)	%
Special items				(4.18	)		(0.23	)		(0.11	)
Earnings (loss) from
	continuing operations			(3.58	)		0.71			0.93
Discontinued operations				(2.02	)		(0.12	)		(0.90	)
		Net earnings (loss)	$	(5.60	)	$	0.59		$	0.03

                       Special items represent charges or asset impairments that management believes are unusual and not reflective of normal ongoing operations as described in the "Special Items" section herein. Such items are shown separately to facilitate analysis of the Company's operating trends. The results of operations excluding these special items are not intended to represent an alternative to the net earnings or losses defined by generally accepted accounting principles as presented in the accompanying audited Consolidated Financial Statements and may not be consistent with measures used by other companies.

                       Discontinued Operations refers to BBMC and Stadtlander, which were sold by the Company in August and September 2000, respectively. The amounts include (a) the operating results of these entities through June 30, 2000, which was the approximate date of management's decision to dispose of them and (b) the loss on the dispositions, including operating losses incurred after June 30, 2000 through the respective transaction closing dates. For further discussion, see the "Discontinued Operations" section herein.

                       Earnings per share from continuing operations declined in fiscal 2000 and fiscal 1999 despite revenue increases of 14% and 24% in the respective years. These earnings per share reductions principally relate to certain special items, as well as higher interest expense associated with the additional debt incurred or assumed in connection with certain acquisitions. Lower earnings per share also reflects the Company's issuance of additional shares of Common Stock, primarily in connection with certain acquisitions. There were increases of 13% in fiscal 2000 and 16% in fiscal 1999 in the weighted average number of common shares outstanding. Such increases were primarily related to the issuance of 24.7 million shares in connection with the acquisition of PharMerica in April 1999 and the issuance of 5.7 million shares in connection with the acquisition of Stadtlander in January 1999.

                       The Company's operating results include the results of acquired entities during the past three years. These acquisitions, which are described in more detail under the caption "Business Acquisitions" herein, are summarized as follows:

Acquisition Date	Acquired Entity	Segment
April 1999	PharMerica, Inc.	PharMerica
February 1999	J.M. Blanco, Inc.	Pharmaceutical Distribution
January 1999	Stadtlander Operating Company, LLC	Discontinued Operations
December 1998	Medical Initiatives, Inc.	Pharmaceutical Distribution
September 1998	Ransdell Surgical, Inc.	Discontinued Operations (BBMC)
September 1998	Choice Systems, Inc.	Other Businesses
August 1998	The Lash Group, Inc.	Pharmaceutical Distribution
May 1998	Pacific Criticare, Inc.	Discontinued Operations (BBMC)
January 1998	Besse Medical Services, Inc.	Pharmaceutical Distribution

                       Each of the acquired entities listed above is reflected in the Company's Consolidated Financial Statements only from their respective acquisition date. Results for the entities which have been divested are included in the Discontinued Operations section of the Company's Consolidated Financial Statements.

                       Of the acquired entities, PharMerica and Stadtlander have had the most significant impact on the Company's results of operations. Although Stadtlander is now classified as a discontinued operation, that acquisition nevertheless had a negative impact on earnings from continuing operations due to the effect of interest expense. The Company allocated interest to discontinued operations by applying the consolidated average bank borrowing rate to the expected proceeds from the dispositions, which approximated the amount of debt retired. However, since the aggregate debt incurred and assumed in connection with the Stadtlander acquisition significantly exceeded the proceeds from the disposition of that entity, a portion of related interest expense remained in continuing operations.

EARNINGS FROM CONTINUING OPERATIONS (BEFORE SPECIAL ITEMS)

                       The Company reported a 28% decrease in earnings from continuing operations before special items in fiscal 2000 and a 5% increase in such earnings in fiscal 1999, in comparison with the respective prior years. The following table provides a summarized statement of continuing operations before special items on a consolidated basis, including key line item growth rates and ratios. PharMerica, due to the nature of its prescription fulfillment business, has significantly higher gross margins and operating expense ratios than the Company's principal pharmaceutical distribution businesses. In addition, the Consolidated Financial Statements include twelve months of PharMerica's operating results in fiscal 2000 and only five months of PharMerica's operating results in fiscal 1999. Accordingly, certain ratios in the table have also been shown excluding PharMerica in order to present a more meaningful comparison with historical results.

		Years Ended September 30,							% Change
Dollars in millions			2000		1999		1998		2000			1999
Revenues excluding bulk shipments		$	18,725.6	$	16,137.9	$	12,943.7		16		%	25	%
Bulk shipments			4,217.3		4,056.4		3,401.7		4		%	19	%
	Net sales and other revenues	$	22,942.9	$	20,194.3	$	16,345.4		14		%	24	%
Continuing operations,
	before special items:
Gross profit, LIFO basis		$	1,239.2	$	901.3	$	626.0		37		%	44	%
Operating expenses			955.8		640.0		417.4		49		%	53	%
	Operating earnings		283.4		261.3		208.6		8		%	25	%
Net interest expense			112.0		59.2		29.6		89		%	100	%
Earnings from continuing operations
	before income taxes and distributions		171.4		202.1		179.0		(15	)	%	13	%
Income taxes			77.0		85.0		72.0		(9	)	%	18	%
Distributions on trust
	preferred securities (net of taxes)		14.1		4.9		-		188		%	0	%
Earnings from continuing operations,
	before special items	$	80.3	$	112.2	$	107.0		(28	)	%	5	%
Percentage of revenues
	excluding bulk shipments:
	Gross profit, LIFO basis		6.62	%	5.58	%	4.84	%
	Operating expenses		5.11	%	3.96	%	3.23	%
	Operating earnings before special items		1.51	%	1.62	%	1.61	%
Percentages excluding PharMerica:
	Gross profit, LIFO basis		4.22	%	4.54	%	4.84	%
	Operating expenses		2.76	%	2.97	%	3.23	%
	Operating earnings before special items		1.46	%	1.57	%	1.61	%

                       Revenues excluding bulk shipments increased 16% and 25% in fiscal 2000 and 1999, respectively. Of the fiscal 2000 increase, 13% represented internal growth while 3% represented the effect of acquired entities. Of the fiscal 1999 increase, 20% represented internal growth while 5% represented the effect of acquired entities.

                       Along with other companies in the drug distribution industry, the Company reports bulk shipments of pharmaceuticals in revenues and cost of sales. Bulk shipment transactions are arranged by the Company with its suppliers at the express direction of the customer, and involve either shipments from the supplier directly to customers' warehouse sites or shipments from the supplier to Company warehouses for immediate shipment to customers' warehouse sites. Bulk sales of pharmaceuticals do not impact the Company's inventory since the Company simply processes the orders that it receives from its suppliers directly to the customers' warehouses. The Company serves as an intermediary by paying the supplier and billing the customer for the goods. Due to the insignificant margins generated through bulk shipments, fluctuations in such revenues have only an immaterial impact on the Company's operating earnings.

                       Gross profit as a percentage of revenues excluding bulk shipments ("gross margin") was 4.22%, 4.54% and 4.84% in fiscal 2000, 1999 and 1998, respectively, excluding the effect of PharMerica. The decreases in gross margins are almost entirely attributable to the decline in Pharmaceutical Distribution margins, as described in the "Segment Information" section below.

                       Operating expenses include distribution, selling, general and administrative expenses ("DSG&A") and the provision for doubtful receivables. Operating expenses as a percentage of revenues excluding bulk shipments were 2.76%, 2.97% and 3.23%, excluding the effect of PharMerica. The decreases in expense ratios are principally due to the Pharmaceutical Distribution operating efficiencies described in the "Segment Information" section below.

                       Operating expenses also include the amortization of goodwill from continuing operations, which increased significantly following the Company's acquisitions in fiscal 1999. Only a portion of goodwill amortization is tax deductible. Following is a summary of goodwill amortization from continuing operations by segment and its effect on net earnings and diluted earnings per share:

		Years Ended September 30,
Dollars in millions, except for per share amounts			2000			1999			1998
Pharmaceutical Distribution		$	7.6		$	7.4		$	6.7
PharMerica			24.1			10.1			-
	Total goodwill amortization		31.7			17.5			6.7
Tax benefit of deductible portion			(4.0	)		(1.9	)		(0.3	)
	Reduction of net earnings	$	27.7		$	15.6		$	6.4
	Reduction of diluted earnings per share	$	0.21		$	0.13		$	0.06

Segment Information (Before Special Items)

                       The substantial majority of the Company's growth in operating earnings has been contributed by the Pharmaceutical Distribution segment. Following is a summary of revenues and operating earnings before special items for the Company's business segments:

Dollars in millions
			Revenues Excluding Bulk Shipments									% Change
Years Ended September 30,				2000			1999			1998		2000			1999
Pharmaceutical Distribution			$	18,141.7		$	15,925.1		$	12,942.2		14		%	23	%
PharMerica				1,273.9			475.3			-
Other Businesses				1.1			1.7			-		(35	)	%
Corporate				0.3			0.7			1.5
Intersegment Eliminations				(691.4	)		(264.9	)		-
		Total	$	18,725.6		$	16,137.9		$	12,943.7		16		%	25	%
			Operating Earnings, Before Special Items									% Change
Years Ended September 30,				2000			1999			1998		2000			1999
Pharmaceutical Distribution,
	FIFO basis		$	341.6		$	321.7		$	261.9		6		%	23	%
LIFO (charges) credits				(11.3	)		(18.2	)		5.3
Pharmaceutical Distribution,
	LIFO basis			330.3			303.5			267.2		9		%	14	%
PharMerica				18.4			12.0			-
Other Businesses				(3.4	)		(1.7	)		-		100		%
Corporate				(61.9	)		(52.5	)		(58.6	)	18		%	10	%
	Total, LIFO basis before
		special items	$	283.4		$	261.3		$	208.6		8		%	25	%
Percentages of revenues excluding
		bulk shipments:
Pharmaceutical Distribution:
		Gross profit, FIFO basis		4.28	%		4.64	%		4.78	%
		Gross profit, LIFO basis		4.22	%		4.52	%		4.82	%
		Operating expenses		2.40	%		2.61	%		2.76	%
		Operating earnings, FIFO basis		1.88	%		2.02	%		2.02	%
		Operating earnings, LIFO basis		1.82	%		1.91	%		2.06	%
PharMerica:
		Gross profit		37.11	%		37.55	%		n/a
		Operating expenses		35.67	%		35.03	%		n/a
		Operating earnings		1.44	%		2.52	%		n/a

Pharmaceutical Distribution:

                       Revenues increased 14% and 23% in fiscal 2000 and 1999, respectively, substantially all of which represented internal growth (only 1% resulted from acquisitions). BBDC's revenue increased 13% and 21%, respectively, reflecting increased volume across all geographic regions and in both the retail and health systems customer categories. During fiscal 2000, growth was strongest in the retail category, primarily due to the addition or expansion of business with several large regional drug store chains. Health systems revenue, however, was flat during the fourth quarter of fiscal 2000 and is expected to be adversely affected in fiscal 2001 due to the loss of business with Novation, a large group purchasing organization. ASD's alternate site distribution revenues increased 22% and 68%, respectively, primarily representing growth in its oncology business. The BBDC and ASD increases were comprised of higher shipments to existing customers as well as to a significant number of new customers. National industry economic conditions were also favorable, with increases in prescription drug usage and higher pharmaceutical prices contributing to this segment's revenue growth.

                       Operating earnings on a FIFO basis before special items increased 6% and 23% in fiscal 2000 and fiscal 1999, respectively; as a percentage of revenues, such earnings were 1.88%, 2.02% and 2.02% in fiscal 2000, 1999 and 1998, respectively. Operating earnings on a LIFO basis before special items increased 9% and 14% in fiscal 2000 and fiscal 1999, respectively; as a percentage of revenues, such earnings were 1.82%, 1.91% and 2.06% in fiscal 2000, 1999 and 1998, respectively. During the past two years, this segment has been able to achieve operating expense efficiencies which have partially offset the reductions in gross margins it has experienced, as described below.

                       Gross margin on a FIFO basis was 4.28%, 4.64% and 4.78% in fiscal 2000, 1999 and 1998, respectively. The reductions of 36 basis points in fiscal 2000 and 14 basis points in fiscal 1999 reflect lower gross margins at both BBDC and ASD. BBDC's margins declined mainly due to intense price competition within the industry, as well as to a change in BBDC's sales mix, with a greater proportion of revenues coming from high-volume, low-margin drug store chain customers. In addition, BBDC's gross margins in fiscal 2000 were adversely impacted as BBDC did not fully participate in seasonal investment buying activity during the winter months due to the limited availability of funds preceding the refinancing of the Company's revolving credit facility (see Note 4 of Notes to Consolidated Financial Statements). Conversely, in fiscal 1999, the favorable effect of inventory investment buying profits partially offset the adverse effects of selling margin erosion. ASD's gross margins decreased in fiscal 2000 principally due to weakness in the plasma market and decreased in fiscal 1999 due to fewer investment buying opportunities in the oncology market.

                       In all of the Company's wholesale distribution businesses, it is customary to pass on manufacturers' price increases to customers. Investment buying enables distributors such as the Company to benefit by purchasing goods in advance of anticipated manufacturers' price increases. Consequently, the rate or frequency of future price increases by manufacturers, or the lack thereof, influences the profitability of the Company.

                       Management anticipates further downward pressure on gross margins in the pharmaceutical distribution businesses in fiscal 2001 because of continued selling price competition influenced by high-volume customers. Management expects that these pressures may be offset to some extent by an increased sales mix of more profitable products and services and continued reduction of operating expenses as a percentage of revenues. However, no assurance can be given that such improved sales mix or expense reduction can be achieved since many of the factors that impact such results (e.g. the effect of group purchasing agreements, competitive inroads, market conditions, etc.) are outside the Company's control.

                       The Company principally manages its operations on a FIFO (first-in, first-out) basis, in which inventories are valued at the most recent purchase costs. For external financial reporting purposes, however, the Company uses the LIFO (last-in, first-out) method for its BBDC subsidiary. Under the LIFO method, cost of sales is calculated at the most recent purchase costs and inventory is valued at the earlier purchase costs. Due to a history of generally-rising pharmaceutical prices, FIFO inventory is higher than LIFO inventory, and a LIFO reserve is maintained to adjust FIFO inventories to LIFO for external financial reporting purposes. The LIFO provision represents the non-cash earnings effect of adjusting the LIFO reserve during the year. The Company incurred LIFO (charges) credits of $(11.3) million, $(18.2) million and $5.3 million in fiscal 2000, 1999 and 1998, respectively.

                       Operating expenses as a percentage of revenues excluding bulk shipments were 2.40%, 2.61% and 2.76% in fiscal 2000, 1999 and 1998, respectively. The significant reductions were primarily attributable to continued operating efficiencies and the spreading of fixed costs over a larger revenue base. This segment's distribution infrastructure has been able to process increasing volume without a proportionate increase in operating expenses. Also, the aforementioned shift in the distribution businesses' mix towards high-volume customers reduced the operating expense ratio because these customers are generally less costly to service.

PharMerica:

                       PharMerica's fiscal 2000 revenues represented an increase of 11% over revenues recorded in the prior twelve months (including the seven months before the Company's acquisition of PharMerica in late April 1999). The majority of the increase is due to a 42% growth in revenues from the workers' compensation business. The long-term care business grew at a 6% rate, as the customer base continues to stabilize following the implementation of PPS (see below).

                       PharMerica's operating earnings, as a percentage of revenues, were lower in fiscal 2000 in comparison with fiscal 1999 principally due to selling price pressures and a higher bad debt provision, as its customers have continued to feel the adverse effects of PPS (see below). As part of its plan to address the bad debt situation, PharMerica's management has implemented new credit policies and guidelines, which have improved the quality of receivables on new revenues. These initiatives have resulted in a recent improvement in cash collected, a reduction in accounts receivable balances over 120 days old, and a reduction in days sales outstanding. However, no assurance can be given that such trends will continue as many of the factors that contribute to customer bad debt are outside the Company's control.

                       Over the past two years, PharMerica's operations have been adversely affected by negative industry trends resulting from dramatically lower reimbursement to nursing homes for Medicare patients under the Prospective Payment System ("PPS"). A negative consequence of these trends has been bankruptcy reorganization filings by several long-term care providers, including the filing by a significant customer of PharMerica (see below). The adverse effects of PPS included (1) lower occupancy by Medicare-funded patients at nursing facilities serviced by PharMerica, (2) significantly diminished acuity levels among residents of these facilities, which reduced the overall utilization of drugs, and (3) increased customer pricing pressure, thereby reducing PharMerica's gross margins.

                       While these trends in fiscal 2000 did stabilize to some extent, management expects that they will continue to affect PharMerica in fiscal 2001. However, Medicare admissions to PharMerica's customers' facilities may be increasing. Certain customers are also identifying new opportunities to expand their ability to service different acuity levels and increase the number of patient categories admitted to their facilities. Additional reimbursement that may be available as a result of recent legislative action may increase the number of high acuity admissions. On the other hand, approximately 34 states recently announced reductions in Medicaid reimbursement for certain intravenous (I.V.) drugs provided to Medicaid beneficiaries, and the HCFA has reduced Federal upper limit pricing for multi-source drugs; these factors have had, and are likely to continue to have, a negative effect on PharMerica's current and future gross margins.

                       As disclosed in the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 1999, a significant customer of PharMerica filed for Chapter 11 bankruptcy protection on February 2, 2000. This customer has not yet filed its plan of reorganization with the bankruptcy court. The Company has reviewed the relevant facts and circumstances available at this early stage and has provided an estimated reserve in the allowance for doubtful accounts for the portion of the receivable which management believes will ultimately be uncollectible from this customer, including the $25.7 million provision described in the "Special Items" section herein. PharMerica has continued to supply pharmaceuticals to this customer on a C.O.D. basis.

                       Management is continuing to implement its plan designed to improve PharMerica's earnings, including (1) strengthening of billing and credit and collections management, (2) enabling PharMerica to participate in the Company's generic purchasing programs in order to reduce drug costs, (3) outsourcing of delivery services, (4) conversion of disparate computer systems for PharMerica's long-term care pharmacies to a common proprietary AS400 computer system and (5) consolidation of pharmacies to streamline operations.

Other Businesses:

                       Revenues decreased by $0.6 million and operating losses increased by $1.7 million in fiscal 2000. These fluctuations reflect lower shipments and higher expenses incurred by Choice Systems in connection with its transition to a new line of software products.

Corporate:

                       Corporate expenses, net of revenue, increased $9.4 million in fiscal 2000 following a $6.1 million decrease in fiscal 1999. A portion of the increase in fiscal 2000 reflects the incremental costs of operating the Company's expanded businesses. In addition, fiscal 1999 expenses were unusually low due to (a) lower incentive compensation under the Company's bonus plans and (b) the recovery under an indemnity agreement of previously-incurred legal fees. As a percentage of consolidated revenues, Corporate expenses were .33%, .33% and .45% in fiscal 2000, 1999 and 1998, respectively.

Intersegment Eliminations:

                       These amounts represent the elimination of the Pharmaceutical Distribution segment's sales to PharMerica (BBDC is the principal supplier of pharmaceuticals to PharMerica). The $426.5 increase in fiscal 2000 is primarily due to the inclusion of twelve months of activity as compared to only five months of activity in fiscal 1999. In addition, the monthly volume of intersegment shipments increased during fiscal 2000 in order to support PharMerica's growth.

Interest Expense and Distributions on Preferred Securities

                       The Company's financing expenses for its continuing operations are comprised of two line items on the Statements of Consolidated Earnings:

		Years Ended September 30,
Dollars in millions			2000		1999		1998
Net pre-tax interest expense		$	112.0	$	59.2	$	29.6
Distributions on preferred securities of subsidiary
	trust (before tax benefit of $9.3 and $3.2,
	respectively)		23.4		8.1		-
Total financing expenses for continuing operations		$	135.4	$	67.3	$	29.6

                       Total financing expenses increased $68.1 million in fiscal 2000 and $37.7 million in fiscal 1999 over the respective prior years. These increases were primarily due to higher borrowings under the Company's Senior Credit Agreement, Credit Facility, Credit Agreement, Commercial Paper Agreements, debt assumed in connection with the fiscal 1999 acquisitions, and the issuance of the Preferred Securities. In addition, the Company has incurred higher interest rates on its borrowings due to both (a) increases in the prime lending rate and (b) higher interest rates on borrowings under the Senior Credit Agreement versus borrowings under the previous bank facilities.

Taxes on Income

                       Taxes on income from continuing operations were as follows:

		Years Ended September 30,
Dollars in millions			2000			1999			1998
Before special items:
Earnings from continuing operations before
	taxes and preferred securities distributions	$	171.4		$	202.1		$	179.0
Taxes on income		$	77.0		$	85.0		$	72.0
	Effective tax rate		44.9	%		42.1	%		40.2	%

                       The effective tax rate, before special items, increased 2.8% and 1.9% in fiscal 2000 and 1999, respectively, principally due to additional nondeductible goodwill amortization associated with PharMerica, J.M. Blanco, and certain other acquired entities. The Company's total goodwill amortization from continuing operations for fiscal 2000 was $31.7 million, of which approximately $21.5 million was non-deductible. The Company expects that its effective tax rate will be lower in fiscal 2001 due to the decrease in nondeductible goodwill amortization resulting from the $505.3 million PharMerica goodwill impairment charge recorded in September 2000 (see the "Special Items" section herein).

SPECIAL ITEMS

                       Following is a summary of special items during the past three years and their effect on net earnings:

			Years Ended September 30,
Dollars in millions, except per share amounts				2000			1999			1998
Pharmaceutical Distribution:
	Special provision for doubtful receivables		$	(41.0	)	$	-		$	-
	Restructuring charge			(10.7	)		-			-
	Abandonment of capitalized software			(6.3	)		-			-
		Total Pharmaceutical Distribution		(58.0	)		-			-
PharMerica:
	Goodwill impairment			(505.3	)		-			-
	Special provision for doubtful receivables			(25.7	)		(46.0)			-
		Total PharMerica		(531.0	)		(46.0)			-
Corporate:
	Officer severance			(4.0	)		-			-
	Merger-related expenses			-			-			(14.6	)
	Abandonment of capitalized software			-			-			(5.3	)
		Total Corporate		(4.0	)		-			(19.9	)
Effect on operating earnings				(593.0	)		(46.0	)		(19.9	)
Impairment of investment				(5.0	)		-			-
Total special items				(598.0	)		(46.0	)		(19.9	)
Income tax benefit of special items				36.7			18.2			8.1
Effect on net earnings			$	(561.3	)	$	(27.8	)	$	(11.8	)

Pharmaceutical Distribution:

                       In the fourth quarter of fiscal 2000, BBDC recorded a $41.0 million special provision for doubtful receivables relating to a customer in the long-term care industry which is experiencing cash flow difficulties mainly due to the adverse effects of the Medicare PPS reimbursement system. Although the customer has not indicated an intention to file for bankruptcy protection, in late August 2000 it suspended making payments on a significant balance owed to BBDC. Accordingly, after reviewing the relevant facts and circumstances available at this time, BBDC recorded a reserve for the estimated uncollectible portion of the receivable. BBDC has continued to supply pharmaceuticals to this customer on a C.O.D. basis.

                       In the fourth quarter of fiscal 2000, the Company recorded a $10.7 million restructuring charge representing the estimated cost of (a) consolidating four BBDC distribution centers into larger existing facilities over the next nine months, (b) outsourcing certain BBDC delivery functions and (c) streamlining certain Pharmaceutical Distribution selling and administrative functions. The distribution centers' consolidation is expected to result in operating efficiencies by reducing the number of facilities from 33 to 29. The Albuquerque division was consolidated into the Phoenix facility in October 2000 and the Portland division was consolidated into the Seattle facility in December 2000. By the end of the third quarter of fiscal 2001, the South Bend division is expected to be consolidated into the Williamston and Chicago facilities and the Raleigh division is expected to be consolidated into the Richmond facility.

                       In the fourth quarter of fiscal 2000, BBDC recorded a $6.3 million charge primarily reflecting the write-off of capitalized software abandoned in favor of new technology.

PharMerica:

                       In the fourth quarter of fiscal 2000, PharMerica recorded a $505.3 million impairment charge to write down the recorded amount of goodwill to its fair value, as determined by an analysis of discounted future operating cash flows. The principal factors which affected the amount and timing of the charge were changes in the regulatory environment which will cause PharMerica's gross margins for the foreseeable future to remain well below those anticipated when the Company acquired PharMerica in April 1999. As previously disclosed, the Medicare Prospective Payment System (PPS) has resulted in significantly lower drug reimbursement to the long-term care industry since its implementation in late 1998. The Balanced Budget Reconciliation Act, enacted in November 1999, provided minimal relief to the industry. Further efforts to provide legislative relief, including a proposal by the HCFA during late fiscal year 2000, were not successful, and it now appears unlikely that any significant legislative relief will be forthcoming. In addition, during the fourth quarter of fiscal 2000, PharMerica began to experience the negative impact of two recent regulatory events which reduced reimbursement under state Medicaid programs, and it is expected that such lower reimbursements will continue into future years. The first event was the announcement by approximately 34 states of a significant reduction in AWP reimbursement levels for certain IV drugs provided to Medicaid beneficiaries. The second event was HCFA's reduction of FUL prices, which are used to set the reimbursement levels for numerous pills and tablets dispensed to Medicaid beneficiaries. The lower estimated future cash flows due to the lower gross margins resulted in a reduction in the fair value of PharMerica's goodwill below book value, necessitating the impairment charge.

                       In the fourth quarter of fiscal 2000, PharMerica recorded a $25.7 million special provision for doubtful receivables relating to nursing homes which are owned or operated by Integrated Health Services, Inc. ("I.H.S."), which filed for Chapter 11 bankruptcy protection in February 2000. I.H.S. has not yet issued its reorganization plan to the bankruptcy court, which has made it difficult for the Company to estimate its potential loss. However, during the fourth quarter, additional facts and circumstances became available which indicated that the uncollectible portion of the receivable would be significantly greater than expected at the time of the Chapter 11 filing; accordingly, the Company recorded the special provision. PharMerica has continued to supply pharmaceuticals to this customer on a C.O.D. basis, while it awaits disposition of I.H.S.'s reorganization.

                       In the fourth quarter of fiscal 1999, PharMerica recorded a $46.0 million special provision for doubtful receivables, principally relating to pre-acquisition receivables and the adverse effect of Medicare PPS on PharMerica's customer base.

Corporate:

                       In the fourth quarter of fiscal 2000, the Company recorded a $4.0 million charge to reflect the cost associated with the negotiated determination of benefits payable to the Company's former chief executive officer under certain employment and severance agreements between the Company and such executive officer.

                       In the second and fourth quarters of fiscal 1998, the Company recorded an aggregate $14.6 million of expenses related primarily to the proposed merger with Cardinal Health, Inc., which was terminated on August 7, 1998. In the fourth quarter of fiscal 1998, the Company recorded a $5.3 million charge for the abandonment of capitalized software.

Impairment of Investment:

                       In the fourth quarter of fiscal 2000, the Company fully-reserved its $5.0 million investment in the common stock of an Internet fulfillment entity which was in poor financial condition. In December 2000, substantially all of the assets of the Internet entity were sold to a third party. It is expected that all of the proceeds will be used to repay creditors and that there will be no return to the Company.

Income Tax Effect:

                       All of the aforementioned special items have a current or deferred income tax benefit (at an approximate 40% rate), except for the PharMerica goodwill impairment charge, which is related to nondeductible goodwill.

DISCONTINUED OPERATIONS

                       On June 26, 2000, the Company announced that it had entered into a definitive agreement to sell the stock of BBMC to Allegiance Corporation, a subsidiary of Cardinal Health, Inc., for approximately $181 million in cash before retention of certain liabilities and subject to post-closing accounting adjustments. The regulatory approvals and other closing conditions were satisfied during the fourth quarter, and the sale was consummated on August 16, 2000. The net proceeds from this divestiture were used to pay down a portion of the $200 million interim term loan maturing in October 2001 (See Note 4 of Notes to Consolidated Financial Statements).

                       On July 5, 2000, the Company announced that it had entered into a definitive agreement to sell the specialty pharmacy assets of Stadtlander to ProCare Pharmacy, Inc., a subsidiary of CVS Corporation, for approximately $124 million in cash before retention of certain liabilities and subject to post-closing accounting adjustments. The transaction was structured as a sale of assets and was consummated on September 18, 2000. In addition, the corrections division of Stadtlander, that portion of the business that provides pharmaceuticals to prison inmate populations, was sold to Secure Pharmacy Plus, Inc. for approximately $8 million in a cash transaction that was consummated on September 20, 2000. The net proceeds from the divestitures of the two Stadtlander businesses were used to pay off the remaining portion of the $200 million interim term loan and a portion of other debt. The Company expects to receive approximately $132 million of income tax refunds during fiscal 2001 and 2002 in connection with the losses recorded on the Stadtlander divestitures.

                       The Company has reclassified both BBMC (formerly the principal component of the Other Businesses segment) and the Stadtlander business segment as discontinued operations in the accompanying consolidated financial statements.

                       A summary of the Company's results relating to discontinued operations is set forth in the following table:

		Years Ended September 30,
Dollars in millions			2000			1999			1998
Loss from operations		$	(20.8	)	$	(13.8	)	$	(92.1	)
Loss on dispositions			(251.0	)		-			-
	Total discontinued operations	$	(271.8	)	$	(13.8	)	$	(92.1	)

Loss from Discontinued Operations

                       Net losses from operations increased by $7.0 million in fiscal 2000 in comparison with fiscal 1999. This increase is principally related to higher losses at Stadtlander, which continued to experience unprofitable operations due to low gross margins, high bad debt provisions, and the costs associated with a restructuring plan. BBMC reported lower operating income primarily due to lower buyside gross margin. Allocated interest expense was higher due to higher interest rates incurred under the Company's Senior Credit Agreement.

Net losses from operations decreased by $78.3 million in fiscal 1999 in comparison with fiscal 1998. The decrease primarily reflects an $87.3 million goodwill impairment charge recorded by BBMC in fiscal 1998.

Loss on Dispositions

                       In the third quarter of fiscal 2000, the Company recognized a loss on the dispositions of BBMC and Stadtlander of approximately $251 million, net of income tax benefits of approximately $132 million. Substantially all of the loss is related to the non-cash goodwill impairment charge. Also included in the loss from dispositions are the operating losses including interest expense allocations from July 1, 2000 through the respective transaction closing dates. See Note 2 of Notes to Consolidated Financial Statements for further information.

LIQUIDITY AND CAPITAL RESOURCES

                       Following is a summary of the Company's capitalization at the end of the last three fiscal years.

	September 30,
	2000	1999	1998
Debt, net of cash	49%	44%	37%
Equity, including the Preferred Securities	51%	56%	63%

                       The fiscal 2000 reduction of the equity percentage is primarily due to the $753 million net loss (primarily consisting of $561 million in special items and $272 million in losses on discontinued operations) which reduced equity during the year. The Company reduced net debt by approximately $426 million during fiscal 2000, which partially offset the aforementioned equity decrease. The fiscal 1999 reduction of the equity percentage was primarily related to an increase in debt assumed or incurred in connection with acquisitions; this factor was partially offset by increases in equity resulting from the issuance of shares of the Company's Common Stock in connection with certain acquisitions, the issuance of the Preferred Securities, and the Company's net earnings.

                       On April 20, 2000, the Company replaced both its Credit Facility and Credit Agreement with the new $1.5 billion Senior Credit Agreement. The Senior Credit Agreement originally consisted of an $800 million revolving facility maturing in April 2003, a $200 million interim term loan maturing in October 2001, a $300 million term loan maturing in March 2005 and a $200 million term loan maturing in March 2006. In August and September 2000, Bergen used the proceeds of the BBMC and Stadtlander dispositions to fully repay the Interim Term Loan and to repay an aggregate $54 million of the Term A and Term B loans. Borrowings under the Senior Credit Agreement are secured by substantially all of the Company's assets. The availability of revolving loans under the Senior Credit Agreement is tied to a borrowing base formula and certain covenants; the maximum amount of revolving loans outstanding may not exceed specified percentages of the Company's eligible accounts receivable and eligible inventory. Interest accrues at specified rates based on the Company's debt ratings; such rates range from 2.5% to 3.5% over LIBOR or 1.5% to 2.5% over prime, with a weighted average rate of approximately 9.6% at September 30, 2000. The Senior Credit Agreement has loan covenants which require the Company to maintain certain financial statement ratios and places certain limitations on, among other things, acquisitions, investments, methods of operation, dividend payments and capital expenditures. Effective September 29, 2000, the Senior Credit Agreement was amended to exclude the effect of certain special items recorded by the Company in the fourth quarter of fiscal 2000 from the calculation of the required ratios and covenants.

                       On December 17, 1999, the Company entered into the Receivables Securitization Program with a bank. In February 2000, the Receivables Securitization program was amended to increase the maximum availability from $200 million to $350 million through the participation of two additional financial institutions. Through the Receivables Securitization Program, BBDC sells, on an ongoing basis, its accounts receivable to Blue Hill, a 100%-owned special purpose subsidiary. Blue Hill, in turn, sells an undivided percentage ownership interest in such receivables to various investors. The program qualifies for treatment as a sale of assets under SFAS No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities". As of September 30, 2000, the Company had received net proceeds of $168 million from the sale of such receivables under the Receivables Securitization Program, and accounts receivable has been reduced by this amount in the accompanying Consolidated Balance Sheet. On December 20, 2000, the Company replaced its Receivables Securitization Program by entering into a new Receivables Securitization Agreement with a financial institution. The new Agreement is more fully described in Note 17 of Notes to Consolidated Financial Statements.

                       On May 26, 1999, the Company's Trust issued 12,000,000 shares of its Preferred Securities at $25 per security. The proceeds of such issuances were invested by the Trust in $300 million aggregate principal amount of the Company's Subordinated Notes due June 30, 2039. The Subordinated Notes represent the sole assets of the Trust and bear interest at the rate of 7.80% per annum, payable quarterly, and are redeemable at the option of the Company beginning in May 2004 at 100% of the principal amount thereof. The obligations of the Trust related to the Preferred Securities are guaranteed by the Company.

                       See Notes 3, 4 and 5 of the accompanying Notes to Consolidated Financial Statements for further information regarding the Receivable Securitization Program, the Senior Credit Agreement, Credit Agreement, the Credit Facility and the Preferred Securities.

                       On September 24, 1998, the Company declared a 2-for-1 stock split on the Company's Common Stock, which was paid on December 1, 1998 to shareowners of record on November 2, 1998. All share and per share amounts presented herein have been restated to reflect the effect of this stock split.

                       Cash dividends declared on Common Stock amounted to $.170, $.225, and $.315 per share in fiscal 2000, 1999 and 1998, respectively. The fiscal 2000 dividends consisted of $.075 per share in each of the first and second quarters and $.01 per share in each of the third and fourth quarters. The fiscal 1998 amount includes a $.075 per share quarterly dividend which was declared on September 24, 1998 but not paid until December 1, 1998 to shareholders of record on November 2, 1998. The $.075 dividend constituted the Company's fiscal 1999 first quarter dividend; the declaration was made earlier than usual to coincide with the announcement of the aforementioned 2-for-1 stock split. Had the timing of the declaration been made in the usual manner, dividends for fiscal 1999 and 1998 would have been $.300 and $.240, respectively.

                       On November 17, 2000, the Company declared a regular cash dividend of $.01 per share, payable on December 6, 2000 to shareowners of record on November 28, 2000.

                       The Company's cash flows during the past three years are summarized in the following table:

		Years Ended September 30,
Dollars in millions			2000			1999			1998
Earnings from continuing operations, excluding
	non-cash charges	$	271.2		$	211.5		$	189.5
Increases in operating assets and liabilities			(124.5	)		(427.8	)		(121.3	)
	Cash flows from operating activities		146.7			(216.3	)		68.2
Property acquisitions			(69.3	)		(40.9	)		(20.8	)
Acquisition of businesses, less cash acquired			-			(248.4	)		(22.6	)
Net proceeds from sale of accounts receivable			168.0			-			-
Net proceeds from sale of discontinued operations			298.0			-			-
Net proceeds from (repayment of) debt, other
	obligations and trust preferred securities		(495.0	)		652.7			27.8
Cash dividends on Common Stock			(22.8	)		(36.0	)		(24.2	)
Discontinued operations			(20.1	)		(79.5	)		(7.2	)
Other - net			(27.8	)		5.8			3.3
Net change in cash and cash equivalents		$	(22.3	)	$	37.4		$	24.5

                       The Company generated $146.7 million of positive operating cash flows from its continuing operations in fiscal 2000, in comparison with $216.3 million of negative operating cash flows in fiscal 1999. The positive operating cash flows in fiscal 2000 are primarily attributable to earnings excluding non-cash charges, partially offset by an increase in accounts receivable supporting the Company's revenue growth. Fiscal 1999 operating cash flows were adversely affected by unusual fluctuations in the timing of inventory purchases and the related payments.

                       During fiscal 2000, the Company significantly paid down its outstanding debt, principally with the proceeds of the BBMC and Stadtlander dispositions and the Asset Securitization program. During fiscal 1999, the Company increased its borrowings from debt and issued the trust preferred securities, principally to finance acquisitions.

                       The Company believes that internally generated cash flows, funding available under the Senior Credit Agreement, the Asset Securitization Program, trade credit extended by suppliers in the ordinary course of business, and funds potentially available in the private and public capital markets will be sufficient to meet anticipated cash and capital requirements. However, actual results could differ from this forward-looking statement as a result of unanticipated capital requirements, changes in supplier trade credit terms, or an inability to access the capital markets on acceptable terms when, and if, necessary. The Company's debt ratings are an important factor in its ability to access capital on acceptable terms.

                       Property acquisitions relate principally to the purchase of warehouse, pharmacy and data processing equipment, and to the purchase of the Company's previously-leased Corporate headquarters building in October 1999.

BUSINESS ACQUISITIONS

                       On April 26, 1999, the Company acquired PharMerica, one of the nation's largest providers of pharmaceutical products and pharmacy management services to long-term care and alternate site settings, headquartered in Tampa, Florida. The Company issued approximately 24.7 million shares of Common Stock valued at approximately $665 million, acquired net assets (excluding debt) at fair value of approximately $315 million, assumed debt of approximately $600 million and incurred costs of approximately $10 million. The Company recorded goodwill of approximately $960 million in the transaction.

                       On January 21, 1999, the Company acquired Stadtlander, a national leader in disease-specific pharmaceutical care delivery for transplant, HIV, infertility and serious mental illness patient populations and a leading provider of pharmaceutical care to the privatized corrections market, headquartered in Pittsburgh, Pennsylvania. The Company paid approximately $195 million in cash and issued approximately 5.7 million shares of Common Stock, previously held as Treasury shares, valued at approximately $140 million. The Company acquired net assets (excluding debt) at fair value of approximately $40 million, assumed debt of approximately $100 million and incurred costs of approximately $10 million. The Company recorded goodwill of approximately $405 million in the transaction. During September 2000, the Company sold substantially all of the assets and the liabilities of Stadtlander (see Note 2 of Notes to Consolidated Financial Statements).

                       The Company is in disagreement with the seller and the seller's independent auditors regarding the valuation of the net assets of Stadtlander at January 21, 1999. Notwithstanding the sale of the two Stadtlander businesses (see Note 2 of Notes to Consolidated Financial Statements), the Company did not assign to the purchasers of the assets its claims against the seller. Any amounts realized from the sellers would be recorded as an adjustment to the Company's purchase price. See Part I, Item 3, "Legal Proceedings" of this Annual Report.

                       On February 10, 1999, the Company acquired J.M. Blanco, Inc. ("J.M. Blanco"), Puerto Rico's largest pharmaceutical distributor, headquartered in Guaynabo, Puerto Rico, for a cash purchase price of approximately $30 million. The Company acquired net assets (excluding debt) at fair value of approximately $24 million, assumed debt of approximately $22 million and incurred costs of approximately $1 million. The Company recorded goodwill of approximately $29 million in the transaction.

                       On December 31, 1998, the Company acquired Medical Initiatives, Inc. ("MII"), a pre-filler of pharmaceuticals for oncology centers, located in Tampa, Florida. The Company issued approximately 200,000 shares of Common Stock, previously held as Treasury shares, valued at approximately $6.0 million, acquired net assets at fair value of approximately $0.1 million and incurred costs of $0.2 million. The Company recorded goodwill of approximately $6.1 million in the transaction.

                       Each of the aforementioned acquisitions was accounted for as a purchase for financial reporting purposes.

                       On September 30, 1998, the Company acquired Ransdell, a privately-held medical-surgical supply distributor, and its affiliate, Choice Systems, Inc. ("Choice"), a developer of supply channel management software for the healthcare industry, headquartered in Louisville, Kentucky. These acquisitions were accounted for as poolings of interests for financial reporting purposes. The Company issued approximately 716,000 shares of its Common Stock to the Ransdell and Choice shareowners.

                       On August 31, 1998, the Company acquired Lash, a privately-held healthcare reimbursement consulting firm then headquartered in Washington, D.C (now headquartered in Charlotte, North Carolina). This acquisition was accounted for as a pooling of interests for financial reporting purposes and the Company issued approximately 980,000 shares of its Common Stock to the Lash shareowners.

                       The impact of the Ransdell, Choice and Lash acquisitions, on a historical basis, is not significant. Accordingly, prior period historical financial statements were not restated for these acquisitions. The above acquired entities' financial results are included in the consolidated financial results of the Company since their respective acquisition dates. The aggregate merger expenses incurred related to these acquisitions were not material.

                       On May 12, 1998, the Company completed the acquisition of Pacific Criticare, a privately-held distributor of medical-surgical products located in Waipahu, Hawaii for a cash purchase price of $4.0 million. The Company acquired net assets at fair value of approximately $0.4 million net and incurred costs of $0.3 million. The Company recorded goodwill of approximately $3.9 million in the transaction.

                       Ransdell and Pacific Criticare were included in the sale of BBMC in August 2000 (see Note 2 of Notes to Consolidated Financial Statements).

                       On January 2, 1998, the Company completed the acquisition of substantially all of the net assets of Besse, a privately-held distributor of injectables, diagnostics and medical supplies located in Cincinnati, Ohio, for a cash purchase price of $22.2 million. The Company acquired net assets at fair value of approximately $4.8 million and incurred costs of $0.4 million. The Company recorded goodwill of approximately $17.8 million in the transaction.

TERMINATED MERGER

                       On August 23, 1997, the Company signed a definitive merger agreement with Cardinal, a distributor of pharmaceuticals and a provider of value-added pharmaceutical-related services, headquartered in Dublin, Ohio. The merger agreement called for the Company to become a wholly-owned subsidiary of Cardinal and for shareowners of the Company to receive Cardinal Common Shares in exchange for shares of the Company's Common Stock. On July 31, 1998, the United States District Court for the District of Columbia granted the Federal Trade Commission's request for a preliminary injunction to halt the proposed merger. On August 7, 1998, the Company and Cardinal jointly terminated the merger agreement. As mentioned under "Special Charges" above, the Company recorded approximately $14 million in pre-tax charges during fiscal 1998 relating to legal fees and other expenses incurred in connection with the terminated merger, net of a $7 million reimbursement received from Cardinal.

NEW ACCOUNTING PRONOUNCEMENTS

                       In fiscal 2001, the Company plans to adopt several new accounting pronouncements issued by the Financial Accounting Standards Board and the Securities and Exchange Commission. These pronouncements are not expected to have a significant impact on the Company's reported financial position or results of operations. See Note 1 of Notes to Consolidated Financial Statements for further information.

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ITEM 7a.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
	MARKET RISK

                       The Company's most significant "market risk" exposure is the effect of changing interest rates. The Company manages its interest expense by using a combination of fixed and variable-rate debt. At September 30, 2000, the Company's debt consisted of approximately $589.1 million of fixed-rate debt with a weighted average interest rate of 7.86% and $500.5 million of variable-rate debt (consisting principally of bank borrowings under the Senior Credit Agreement) with a weighted average interest rate of 9.29%. The amount of the variable-rate debt fluctuates during the year based on the Company's cash requirements. If interest rates on the Senior Credit Agreement were to increase by 93 basis points (one-tenth of the rate at September 30, 2000), the impact on the pre-tax loss from continuing operations during fiscal 2000 would be an increase of approximately $4.7 million (after allocation to discontinued operations).

                       The Company is evaluating various financial instruments which would mitigate a portion of its exposure to variable interest rates.

                       The Company also believes that its interest rate exposure may be somewhat mitigated due to the favorable effect which inflation may have on the Company, specifically, manufacturers' price inflation which may accelerate concurrent with a general increase in interest rates, to the extent that the Company can take advantage of such inflation in purchasing and selling inventory. However, the Company's ability to take advantage of such factors has been impacted by constraints on the availability of cash resources.

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Item 8.          FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
	a.		Supplementary Data
SELECTED QUARTERLY RESULTS (unaudited)
Dollars in thousands, except for per share amounts
				Year Ended September 30, 2000
					First			Second			Third			Fourth				Fiscal
					Quarter			Quarter			Quarter			Quarter				Year
Net sales and other revenues:
	Excluding bulk shipments to
		customers' warehouses		$	4,510,098		$	4,572,727		$	4,805,443		$	4,837,343			$	18,725,611
	Bulk shipments to customers'
		warehouses			1,115,259			1,000,777			993,010			1,108,245				4,217,291
		Total net sales and
			other revenues	$	5,625,357		$	5,573,504		$	5,798,453		$	5,945,588			$	22,942,902
Gross profit from continuing
	operations			$	299,510		$	315,708		$	319,310		$	304,619			$	1,239,147
Earnings (loss) from continuing
	operations			$	20,871		$	23,725		$	19,713		$	(545,335	)	(a)	$	(481,026	)
Discontinued operations:
	Loss from operations				(6,220	)		(6,431	)		(8,199	)		-				(20,850	)
	Loss on dispositions				-			-			(250,962	)		-				(250,962	)
Net earnings (loss)				$	14,651		$	17,294		$	(239,448	)	$	(545,335	)		$	(752,838	)
Earnings (loss) per share-
	diluted (b):
		Continuing operations		$	0.16		$	0.18		$	0.15		$	(4.05	)	(a)	$	(3.58	)
		Discontinued operations:
			Loss from operations		(0.05	)		(0.05	)		(0.06	)		-				(0.15	)
			Loss on dispositions		-			-			(1.87	)		-				(1.87	)
Net earnings (loss)				$	0.11		$	0.13		$	(1.78	)	$	(4.05	)		$	(5.60	)
Cash dividends declared per
	Class A Common share			$	0.075		$	0.075		$	0.010		$	0.010			$	0.170
Market prices per Class A
	Common share			$	11 3/16-6 7/16		$	10 7/8-4 1/2		$	6 11/16-4 7/8		$	11 15/16-5 9/16			$	11 15/16-4 1/2
				Year Ended September 30, 1999
					First			Second			Third			Fourth				Fiscal
					Quarter			Quarter			Quarter			Quarter				Year
Net sales and other revenues:
	Excluding bulk shipments to
		customers' warehouses		$	3,741,689		$	4,030,346		$	4,148,248		$	4,217,581			$	16,137,864
	Bulk shipments to customers'
		warehouses			1,060,212			717,717			1,061,103			1,217,447				4,056,479
		Total net sales and
			other revenues	$	4,801,901		$	4,748,063		$	5,209,351		$	5,435,028			$	20,194,343
Gross profit from continuing
	operations			$	164,724		$	198,557		$	269,302		$	268,726			$	901,309
Earnings (loss) from continuing
	operations			$	27,550		$	37,115		$	35,966		$	(16,251	)	(c)	$	84,380
Discontinued operations					333			1,327			(3,181	)		(12,286	)			(13,807	)
Net earnings (loss)				$	27,883		$	38,442		$	32,785		$	(28,537	)		$	70,573
Earnings (loss) per share-
	diluted (b):
		Continuing operations		$	0.26		$	0.34		$	0.28		$	(0.12	)	(c)	$	0.71
		Discontinued operations			0.01			0.01			(0.02	)		(0.09	)			(0.12	)
Net earnings (loss)				$	0.27		$	0.35		$	0.26		$	(0.21	)		$	0.59
Cash dividends declared per
	Class A Common share			$	-		(d) $	0.075		$	0.075		$	0.075			$	0.225
Market prices per Class A
	Common share			$	35-21 1/16		$	37 3/4-19 15/16		$	25 5/8-14 3/8		$	17 1/4-9 7/8			$	37 3/4-9 7/8
(a)	Includes provision for goodwill impairment of $505.3 million, no income tax effect; provision for doubtful receivables of $40.4 million, net of
	income tax benefit of $26.3 million; restructuring expenses of $6.5 million, net of income tax benefit of $4.2 million; abandonment of capitalized
	software of $3.8 million, net of income tax benefit of $2.5 million; officer severance of $2.4 million, net of income tax benefit of $1.6 million; and
	impairment of investment of $3.0 million, net of income tax benefit of $2.0 million.
(b)	Sum of quarterly EPS does not equal the EPS for the year. For the fourth quarters of both fiscal 2000 and 1999, diluted EPS was the same as
	basic EPS; due to the Company's net losses in those quarters, the effect of stock options was anti-dilutive and, therefore, excluded from the
	EPS calculations.
(c)	Includes special provision for doubtful receivables of $27.8 million, net of income tax benefit of $18.2 million.
(d)	The fiscal 1999 first quarter dividend was declared on September 24, 1998 and paid on December 1, 1998 and was recorded on the declaration
	date in the fourth quarter of fiscal 1998. See Management's Discussion and Analysis of Financial Condition and Results of Operations.
	Bergen Brunswig Corporation Class A Common Stock is listed on the New York Stock Exchange. There were approximately 2,100 Class A
	Common Stock shareowners of record on September 30, 2000.

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		b.		Financial Statements
STATEMENTS OF CONSOLIDATED EARNINGS
Dollars in thousands, except for per share amounts
Years Ended September 30,						2000			1999			1998
Consolidated Earnings:
Net sales and other revenues:
	Excluding bulk shipments to customers' warehouses				$	18,725,611		$	16,137,864		$	12,943,739
	Bulk shipments to customers' warehouses					4,217,291			4,056,479			3,401,651
				Total net sales and other revenues		22,942,902			20,194,343			16,345,390
Costs and expenses:
	Cost of sales					21,703,755			19,293,034			15,719,398
	Distribution, selling, general and administrative expenses					879,189			625,470			406,771
	Provision for doubtful receivables					143,306			60,549			10,612
	Special charges					526,252			-			19,942
				Total costs and expenses		23,252,502			19,979,053			16,156,723
Operating earnings (loss) from continuing operations						(309,600	)		215,290			188,667
Net interest expense						112,016			59,223			29,601
Impairment of investment						5,000			-			-
Earnings (loss) from continuing operations before taxes on income
	and distributions on preferred securities of subsidiary trust					(426,616	)		156,067			159,066
Taxes on income from continuing operations						40,306			66,811			63,819
Earnings (loss) from continuing operations before distributions
	on preferred securities of subsidiary trust					(466,922	)		89,256			95,247
Distributions on preferred securities of subsidiary trust, net
	of income tax benefit of $9,296 in 2000 and $3,184 in 1999					(14,104	)		(4,876	)		-
Earnings (loss) from continuing operations						(481,026	)		84,380			95,247
Discontinued operations, net of income tax benefit:
	Loss from operations					(20,850	)		(13,807	)		(92,145	)
	Loss on dispositions					(250,962	)		-			-
				Net earnings (loss)	$	(752,838	)	$	70,573		$	3,102
Earnings (loss) per share:
	Basic:
		Continuing operations			$	(3.58	)		.72		$	.94
		Discontinued operations:
			Loss from operations			(.15	)		(.12	)		(.91	)
			Loss on dispositions			(1.87	)		-			-
				Net earnings (loss)	$	(5.60	)	$	.60		$	.03
	Diluted:
		Continuing operations			$	(3.58	)	$	.71		$	.93
		Discontinued operations:
			Loss from operations			(.15	)		(.12	)		(.90	)
			Loss on dispositions			(1.87	)		-			-
				Net earnings (loss)	$	(5.60	)	$	.59		$	.03
Weighted average number of shares outstanding:
	Basic					134,504			117,835			101,118
	Diluted					134,504			119,095			102,620
See accompanying Notes to Consolidated Financial Statements.

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CONSOLIDATED BALANCE SHEETS
Dollars in thousands
September 30,					2000		1999
ASSETS
	CURRENT ASSETS:
		Cash and cash equivalents		$	94,032	$	116,356
		Accounts and notes receivable, less allowance for
			doubtful receivables: 2000, $183,373; 1999, $96,793		1,232,300		1,292,609
		Inventories			2,067,335		1,681,538
		Income taxes receivable			72,189		37,918
		Deferred income taxes			29,887		-
		Prepaid expenses			21,783		17,066
		Net assets of discontinued operations			-		684,445
			Total current assets		3,517,526		3,829,932
	PROPERTY - AT COST:
		Land			17,210		9,540
		Buildings and leasehold improvements			115,644		107,586
		Equipment and fixtures			225,745		225,147
			Total property		358,599		342,273
		Less accumulated depreciation and amortization			150,091		148,982
			Property - net		208,508		193,291
	OTHER ASSETS:
		Goodwill - net			658,640		1,210,770
		Other investments			18,179		9,553
		Noncurrent receivables			16,293		18,960
		Deferred income taxes			25,153		15,229
		Deferred charges and other assets			127,125		121,717
			Total other assets		845,390		1,376,229
	TOTAL ASSETS			$	4,571,424	$	5,399,452
See accompanying Notes to Consolidated Financial Statements.

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CONSOLIDATED BALANCE SHEETS
Dollars in thousands
September 30,						2000			1999
LIABILITIES AND SHAREOWNERS' EQUITY
	Current liabilities:
		Accounts payable			$	2,017,130		$	1,586,409
		Accrued liabilities				249,712			202,553
		Customer credit balances				161,420			170,594
		Deferred income taxes				-			56,797
		Current portion of long-term debt				22,364			544,260
		Current portion of other long-term obligations				1,388			1,366
				Total current liabilities		2,452,014			2,561,979
	Long-term debt, net of current portion					1,067,282			993,344
	Other long-term obligations, net of current portion					28,879			48,639
				Total long-term obligations		1,096,161			1,041,983
	Company-obligated mandatorily redeemable
	preferred securities of subsidiary trust
	holding solely subordinated notes of the Company					300,000			300,000
	Commitments and contingencies (Notes 9 and 12)
	Shareowners' equity:
		Capital stock:
			Preferred - Authorized: 3,000,000 shares; issued: none			-			-
			Class A Common - Authorized: 300,000,000 shares;
			issued: 2000, 137,899,552 shares; 1999, 137,316,182 shares			206,849			205,974
		Paid-in capital				821,354			818,564
		Accumulated other comprehensive income				13			235
		Retained earnings (deficit)				(279,754	)		495,930
				Total		748,462			1,520,703
		Treasury shares, at cost: 2000, 3,110,673 shares;
			1999, 3,110,671 shares			(25,213	)		(25,213	)
	Total shareowners' equity					723,249			1,495,490
TOTAL LIABILITIES AND SHAREOWNERS' EQUITY					$	4,571,424		$	5,399,452
See accompanying Notes to Consolidated Financial Statements.

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STATEMENTS OF CONSOLIDATED SHAREOWNERS' EQUITY
		Class A Common				Paid-in		Retained		Treasury Shares									Total
								Earnings											Shareowners'
Dollars and shares in thousands		Shares		Amount		Capital		(Deficit)		Shares			Amount			Other			Equity
Balance, September 30, 1997		111,740	$	167,611	$	72,555	$	492,565		(10,910	)	$	(88,279	)	$	409		$	644,861
Net earnings		-		-		-		3,102		-			-			-			3,102
Exercise of stock options		95		142		2,087		-		261			2,110			-			4,339
Cash dividends declared,		-		-		-		(31,939	)	-			-			-			(31,939	)
	$0.315 per share
Change in accumulated other
	comprehensive income,
	net of income tax	-		-		-		-		-			-			(541	)		(541	)
Acquisition of businesses		-		-		5,589		(10,074	)	1,696			13,727			-			9,242
Balance, September 30, 1998		111,835	$	167,753	$	80,231	$	453,654		(8,953	)	$	(72,442	)	$	(132	)	$	629,064
Net earnings		-		-		-		70,573		-			-			-			70,573
Exercise of stock options and
	issuance of restricted shares	791		1,185		9,689		-		-			-			-			10,874
Employee stock purchase plan		32		48		419		-		-			-			-			467
Cash dividends declared,		-		-		-		(28,325	)	-			-			-			(28,325	)
	$0.225 per share
Change in accumulated other
	comprehensive income,
	net of income tax	-		-		-		-		-			-			367			367
Acquisition of businesses		24,658		36,988		728,225		28		5,842			47,229			-			812,470
Balance, September 30, 1999		137,316	$	205,974	$	818,564	$	495,930		(3,111	)	$	(25,213	)	$	235		$	1,495,490
Net loss		-						(752,838	)	-			-			-			(752,838	)
Exercise of stock options and
	issuance of restricted shares	175		263		1,055		-		-			-			-			1,318
Employee stock purchase plan		409		612		1,735		-		-			-			-			2,347
Cash dividends declared,		-		-		-		(22,846	)	-			-			-			(22,846	)
	$0.170 per share
Change in accumulated other
	comprehensive income,
	net of income tax	-		-		-		-		-			-			(222	)		(222	)
Balance, September 30, 2000		137,900	$	206,849	$	821,354	$	(279,754	)	(3,111	)	$	(25,213	)	$	13		$	723,249
See accompanying Notes to Consolidated Financial Statements.

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STATEMENTS OF CONSOLIDATED CASH FLOWS
Dollars in thousands
Years Ended September 30,						2000			1999			1998
Operating Activities
Earnings (loss) from continuing operations					$	(481,026	)	$	84,380		$	95,247
Adjustments to reconcile earnings (loss) from continuing
	operations to net cash flows from operating activities:
		Provision for doubtful receivables				143,306			60,549			10,612
		Depreciation and amortization of property				45,594			29,877			22,230
		Loss on dispositions of property				864			947			1,137
		Amortization of intangible assets				37,104			21,165			9,756
		Amortization of debt financing costs				12,228			1,180			500
		Goodwill impairment				505,300			-			-
		Abandonment of capitalized software				6,309			-			5,307
		Investment impairment				5,000			-			-
		Non-cash restructuring expenses				10,670			-			-
		Deferred compensation				5,884			2,552			2,809
		Deferred income taxes				(20,051	)		10,840			41,955
		Effects of changes, net of acquisitions and dispositions:
			Receivables			(248,332	)		(221,872	)		(158,319	)
			Inventories			(385,797	)		(262,731	)		(133,813	)
			Income taxes receivable/payable			24,055			8,051			(31,888	)
			Prepaid expenses and other assets			(1,319	)		(33,414	)		(13,670	)
			Accounts payable			430,721			10,532			233,452
			Accrued liabilities			65,385			38,351			21,706
			Customer credit balances			(9,174	)		33,289			(38,805	)
				Net cash flows from operating activities		146,721			(216,304	)		68,216
Investing Activities
Property acquisitions						(69,309	)		(40,918	)		(20,835	)
Net proceeds from sale of accounts receivable						168,002			-			-
Net proceeds from sale of discontinued operations						297,995			-			-
Acquisition of businesses, less cash acquired						-			(248,405	)		(22,578	)
Other						(13,891	)		2,456			(976	)
				Net cash flows from investing activities		382,797			(286,867	)		(44,389	)
Financing Activities
Net revolving unsecured bank loan activity						(249,717	)		79,717			30,000
Net commercial paper activity						(692,891	)		692,891			-
Net revolving secured bank loan activity						55,000			-			-
Proceeds from secured bank term loans, net of issuance costs						668,000			-			-
Proceeds from issuance of trust preferred securities,
	net of issuance costs					-			289,825			-
Redemption of senior subordinated notes						-			(16,881	)		-
Repayment of secured bank term loans						(254,436	)		-			-
Repayment of other obligations, principally debt
	of acquired entities in 1999					(20,963	)		(392,812	)		(2,202	)
Distributions paid on trust preferred securities						(17,550	)		(8,060	)		-
Shareowners' equity transactions:
	Exercise of stock options and issuance of restricted shares					1,318			10,874			4,339
	Employee stock purchase plan					2,347			467			-
	Cash dividends paid on Common Stock					(22,846	)		(36,042	)		(24,223	)
				Net cash flows from financing activities		(531,738	)		619,979			7,914
Discontinued operations						(20,104	)		(79,455	)		(7,231	)
Net increase (decrease) in cash and cash equivalents						(22,324	)		37,353			24,510
Cash and cash equivalents at beginning of year						116,356			79,003			54,493
Cash and cash equivalents at end of year					$	94,032		$	116,356		$	79,003
Supplemental Cash Flow Disclosures:
Cash paid during the year for:
	Interest				$	172,888		$	67,714		$	37,823
	Income taxes, net of refunds					31,806			60,637			61,731
See accompanying Notes to Consolidated Financial Statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended September 30, 2000, 1999, and 1998

1.	Summary of Significant Accounting Policies
	Basis of Presentation

            The consolidated financial statements include the accounts of Bergen Brunswig Corporation and its subsidiaries (the "Company"), after elimination of the effect of intercompany transactions and balances. Certain reclassifications have been made in the 1999 and 1998 consolidated financial statements and notes to conform to 2000 presentations.

            The preparation of the Company's consolidated financial statements in conformity with accounting principles generally accepted in the United States of America necessarily requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the balance sheet dates and the reported amounts of revenue and expense during the reporting periods. Actual results could differ from these estimates and assumptions.

Cash Equivalents

            The Company considers all highly-liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.

Inventories

            Inventories for certain subsidiaries of the Company's Pharmaceutical Distribution segment (approximately 97% of the Company's inventories at September 30, 2000) are valued at the lower of cost or market, determined on the last-in, first-out (LIFO) method. If the Company had used the first-in, first-out (FIFO) method of inventory valuation, which approximates current replacement cost, inventories would have been higher than reported by$159.0 million and $147.7 million at September 30, 2000 and 1999, respectively.

Property

            Depreciation and amortization of property are computed principally on a straight-line basis over estimated useful lives or lease terms, if shorter. Generally, the estimated useful lives are 15 to 40 years for buildings and leasehold improvements, and 3 to 10 years for equipment and fixtures.

Goodwill

            Goodwill, defined as the excess of cost over net assets of acquired companies (net of accumulated amortization of $603.9 million at September 30, 2000 and $572.2 million at September 30, 1999), is amortized on a straight-line basis principally over 40 years. The Company assesses the recoverability of goodwill using a fair value approach, based on discounted future operating cash flows, considering sales and operating earnings trends and other operating factors. See Note 13 for a charge the Company recorded in fiscal 2000 related to impairment of goodwill at PharMerica.

Noncurrent Receivables

            Noncurrent receivables include notes receivable from employees and officers due at the Company's discretion in the amount of $4.4 million and $5.5 million at September 30, 2000 and 1999, respectively.

Impairment of Other Long-Lived Assets

            The Company assesses the impairment of long-lived assets used in operations when indicators of impairment are present and the undiscounted future cash flows are not sufficient to recover the assets' carrying amounts. An impairment loss is measured by comparing the asset's carrying amount to its fair value, generally using a discounted cash flow analysis.

Investments

            Investments consist principally of equity interests in entities in which the Company holds a 20%-to-50% ownership; these investments are accounted for under the equity method. The Company has two such investments at September 30, 2000: (a) an approximate 33% interest in an entity which provides medical management services and software primarily to healthcare providers in the oncology sector and (b) a 40% ownership interest in a healthcare provider network specializing in oncologist practitioners.

            The Company's investments in debt securities and equity securities in which the Company holds less than a 20% ownership interest are classified as "available for sale" securities and are carried at fair value, with unrealized gains and losses excluded from earnings, and reported as a separate component of shareowners' equity. Realized gains and losses on such investments are determined by the specific identification method and are included in net earnings. Such realized gains and losses for the years ended September 30, 2000, 1999 and 1998 were not material.

Revenue Recognition

            The Company records revenues when product is shipped and title passes, or services are provided to its customers. Along with other companies in the drug distribution industry, the Company reports as revenues the gross dollar amount of bulk shipments to customers' warehouses and the related costs in cost of sales. Bulk shipment transactions are arranged by the Company with its suppliers at the express direction of the customer, and involve either shipments from the supplier directly to customers' warehouse sites or shipments from the supplier to Company warehouses for immediate shipment to customers' warehouse sites. Gross profit earned by the Company on bulk shipments was not material in any year presented. During each of the fiscal years ended September 30, 2000, 1999 and 1998, the Company's Pharmaceutical Distribution segment made bulk shipments to one customer's warehouses which comprised approximately 16%, 16% and 14%, respectively, of the Company's consolidated total net sales and other revenues in those years.

Comprehensive Income

            Effective October 1, 1998, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income", which establishes standards for the reporting and display of comprehensive income and its components in financial statements. This statement defines comprehensive income as all changes in equity during a period from non-owner sources. The Company has no material differences between net earnings and comprehensive income. Therefore, statements of comprehensive income have not been presented.

Accounting Pronouncements

            In 1998, the Financial Accounting Standards Board ("FASB") issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133") which establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives), and for hedging activities. SFAS 133 was later amended by SFAS No. 137 and SFAS No. 138. This standard requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. The standard becomes effective in the first quarter of the Company's fiscal year 2001. The adoption of this standard will not have a material effect on the Company's consolidated financial position, results of operations or cash flows, and any effect will generally be limited to the form and content of its disclosures.

            In December 1999, the United States Securities and Exchange Commission issued Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial Statements." SAB 101 provides guidance on applying generally accepted accounting principles to revenue recognition issues in financial statements. The Company will be required to adopt SAB 101 in the fourth quarter of fiscal year 2001. The Company does not believe that the adoption of SAB 101 will have a material effect on its consolidated results of operations or financial position.

            In March 2000, the FASB issued FASB Interpretation No. 44 ("FIN 44"), "Accounting for Certain Transactions Involving Stock Compensation". FIN 44 clarifies the application of Accounting Principles Board ("APB") Opinion No. 25 regarding (a) the definition of employee for purposes of applying APB Opinion No. 25, (b) the criteria for determining whether a stock option plan qualifies as a non-compensatory plan, (c) the accounting consequence of various modifications to the terms of a previously fixed stock option or award, and (d) the accounting for an exchange of stock compensation awards in a business combination. FIN 44 is effective July 1, 2000, but certain conclusions cover specific events that occurred after either December 15, 1998, or January 12, 2000. The Company believes that the adoption of FIN 44 will not have a material effect on its consolidated results of operations or financial position.

            In September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities" ("SFAS 140"), a replacement of SFAS No. 125 which has the same title. SFAS 140 revises the standards for securitizations and other transfers of financial assets and expands the disclosure requirements for such transactions, but it carries over most of SFAS No. 125's provisions without change. Under SFAS 140, consistent standards are provided for distinguishing financial asset transfers which are sales from financial asset transfers which are secured borrowings. The provisions of SFAS 140 are effective for transfers of financial assets and extinguishments of liabilities occurring after March 31, 2001, and is to be applied prospectively. Management is in the process of evaluating this standard, but does not believe that it will change the Company's treatment of financial asset transfers under its Asset Securitization program, which are accounted for as sales, or have any material effect on the Company's consolidated financial position, results of operations, or cash flows. It is expected that any effect will generally be limited to the form and content of the related financial statement disclosures.

            In September 2000, the FASB's Emerging Issues Task Force released its discussion on EITF Issue No. 00-10, "Accounting for Shipping and Handling Fees and Costs". EITF No. 00-10 sets forth guidance on how a seller of goods should classify in the income statement (a) amounts billed to a customer for shipping and handling and (b) costs incurred for shipping and handling. The consensus guidance must be adopted by the fourth quarter of the Company's fiscal year 2001. Management is in the process of evaluating this standard, but believes that any effect will generally be limited to the form and content of its financial statement disclosures.

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2. Discontinued Operations

            On June 26, 2000, the Company announced that it had entered into a definitive agreement to sell the stock of Bergen Brunswig Medical Company ("BBMC") to Allegiance Corporation, a subsidiary of Cardinal Health, Inc., for approximately $181 million in cash before retention of certain liabilities and subject to post-closing accounting adjustments which the Company does not believe will have a material effect on its Consolidated Financial Statements. The regulatory approvals and other closing conditions were satisfied during the fourth quarter, and the sale was consummated on August 16, 2000. The net proceeds from this divestiture were used to pay down a portion of the $200 million interim term loan maturing in October 2001 as required under the Senior Credit Agreement (See Note 4).

            On July 5, 2000, the Company announced that it had entered into a definitive agreement to sell the specialty pharmacy assets of Stadtlander Operating Company, LLC ("Stadtlander") to ProCare Pharmacy, Inc., a subsidiary of CVS Corporation, for approximately $124 million in cash before retention of certain liabilities and subject to post-closing accounting adjustments, which the Company does not believe will have a material effect on its Consolidated Financial Statements. The transaction was structured as a sale of assets and was consummated on September 18, 2000. In addition, the corrections division of Stadtlander, that portion of the business that provides pharmaceuticals to prison inmate populations, was sold to Secure Pharmacy Plus, Inc. for approximately $8 million in a cash transaction that was consummated on September 20, 2000. The net proceeds from the divestitures of the two Stadtlander businesses were used to pay off the remaining portion of the $200 million interim term loan and a portion of other debt as required under the Senior Credit Agreement. The Company expects to receive approximately $132 million of income tax refunds during fiscal 2001 and 2002 in connection with the losses recorded on the Stadtlander divestitures.

            The Company has reclassified both BBMC (formerly the principal component of the Other Businesses segment) and the Stadtlander business segment as discontinued operations in the accompanying Consolidated Financial Statements.

            The loss from discontinued operations includes results through June 30, 2000 (including interest expense allocations based on the expected cash proceeds from the sale of the two businesses and the average bank interest rates incurred during the periods), net of income taxes. Discontinued operations for the fiscal years ended September 30, 2000, 1999 and 1998 are as follows:

In thousands		2000			1999			1998
Net sales and other revenues	$	873,816	$		1,051,195		$	776,278
Costs and expenses		889,774			1,058,432			859,046
Operating loss		(15,958	)		(7,237	)		(82,768	)
Net interest expense		18,101			14,920			10,395
Loss before income tax benefit		(34,059	)		(22,157	)		(93,163	)
Income tax benefit		(13,209	)		(8,350	)		(1,018	)
Loss from operations	$	(20,850	)	$	(13,807	)	$	(92,145	)

            The Company recognized a loss on the dispositions of BBMC and Stadtlander of approximately $251 million, net of income tax benefits of approximately $132 million, in the quarter ended June 30, 2000. Substantially all of the loss is related to the non-cash write-off of goodwill. Also included in the loss on dispositions are the operating losses of BBMC and Stadtlander, including interest expense allocations, from July 1, 2000 through the transaction closing dates. The loss on dispositions is detailed as follows:

In thousands
Net assets in excess of estimated
	net proceeds of sale	$	(369,466	)
Estimated operating results through
	transaction closing dates		(8,536	)
Write-off of unamortized debt financing costs			(5,394	)
Pre-tax loss on dispositions			(383,396	)
Income tax benefits			(132,434	)
Net loss on dispositions		$	(250,962	)

            The current asset section of the Consolidated Balance Sheets includes, as reclassified at September 30, 1999, net assets of discontinued operations which would normally appear in the following balance sheet categories:

In thousands
Accounts and notes receivable (net)		$	191,513
Inventories			132,178
Property (net)			47,154
Goodwill (net)			431,654
Prepaid expenses and other assets			17,916
	Total assets		820,415
Accounts payable			107,282
Accrued liabilities			28,688
	Total liabilities		135,970
	Net assets of discontinued operations	$	684,445

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3. Accounts Receivable Securitization

            On December 17, 1999, the Company entered into the Receivables Securitization Program with a bank. In February 2000, the Receivables Securitization program was amended to increase the maximum availability from $200 million to $350 million. Through the Receivables Securitization Program, Bergen Brunswig Drug Company ("BBDC") sells, on an ongoing basis, its accounts receivable to Blue Hill, a 100%-owned special purpose subsidiary. Blue Hill, in turn, sells an undivided percentage ownership interest in such receivables to various investors. The program qualifies for treatment as a sale of assets under SFAS No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities". Sales are recorded at the estimated fair value of the receivables sold, reflecting discounts for the time value of money based on specified interest rates and estimated credit losses; the weighted average rate for the program was approximately 7.45% at September 30, 2000.

            As of September 30, 2000, the Company had outstanding net proceeds of $168.0 million from the sale of such receivables under the Receivables Securitization Program, and accounts receivable has been reduced by this amount in the accompanying Consolidated Balance Sheet. As sold receivables are collected, additional receivables may be sold under the program. Aggregate discount and fees of approximately $17.0 million on the sold receivables are included in net interest expense in the accompanying Statement of Consolidated Earnings for the fiscal year ended September 30, 2000.

            On December 20, 2000, the Company replaced its Receivables Securitization Program by entering into a new Receivables Securitization Agreement with a financial institution (see Note 17).

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4. Long-Term Debt

            Long-term debt at September 30, 2000 and 1999 consisted of the following:

Dollars in thousands			2000		1999
7 3/8% senior notes due 2003		$	149,744	$	149,633
7 1/4% senior notes due 2005			99,837		99,802
8 3/8% senior subordinated notes due 2008			308,119		308,119
Revolving credit facilities averaging 7.12%
	and 6.00%, respectively		55,000		249,717
Term loan due 2005, at 9.21%			254,637		-
Term loan due 2006, at 10.03%			190,927		-
Commercial paper averaging 5.72%			-		692,891
7% convertible subordinated debentures due 2006			20,609		20,609
6 7/8% exchangeable subordinated
	debentures due 2011		8,425		8,425
10% unsecured promissory note			-		4,500
Other			2,348		3,908
	Total		1,089,646		1,537,604
Less current portion (see below)			22,364		544,260
	Total	$	1,067,282	$	993,344

            On April 20, 2000, the Company replaced both its Credit Facility and Credit Agreement with a new $1.5 billion Senior Credit Agreement. The Senior Credit Agreement originally consisted of an $800 million revolving facility maturing in April 2003, a $200 million interim term loan maturing in October 2001, a $300 million term loan maturing in March 2005 and a $200 million term loan maturing in March 2006. In August and September 2000, Bergen used the proceeds of the BBMC and Stadtlander dispositions to fully repay the Interim Term Loan and to repay an aggregate $54 million of the Term A and Term B loans. Borrowings under the Senior Credit Agreement are secured by substantially all of the Company's assets. The availability of revolving loans under the Senior Credit Agreement is tied to a borrowing base formula and certain covenants; the maximum amount of revolving loans outstanding may not exceed specified percentages of the Company's eligible accounts receivable and eligible inventory. There were no outstanding revolving loans at September 30, 2000. Interest accrues at specified rates based on the Company's debt ratings; such rates range from 2.5% to 3.5% over LIBOR or 1.5% to 2.5% over prime, with a weighted average rate of approximately 9.6% at September 30, 2000. The Company pays monthly commitment fees to maintain the availability of revolving loans under the Senior Credit Agreement. The Senior Credit Agreement has loan covenants which require the Company to maintain certain financial statement ratios and places certain limitations on, among other things, acquisitions, investments, methods of operation, dividend payments and capital expenditures. Effective September 29, 2000, the Senior Credit Agreement was amended to exclude the effect of certain special items recorded by the Company in the fourth quarter of fiscal 2000 from the calculation of the required ratios and covenants.

            One of the Company's subsidiaries has a $55 million bank revolving credit facility which expires on May 20, 2001. Borrowings under the facility bear interest at 0.5% above LIBOR and are secured by a standby letter of credit under the Senior Credit Agreement for which the Company incurs a fee of 2.75%.

            The Company's Credit Facility, which expired in April 2000, allowed borrowings of up to $600 million under a revolving line of credit and also allowed borrowings under discretionary credit lines ("discretionary lines"), as available, outside of the Credit Facility.

            The Company's Credit Agreement, which was effective through March 2001, allowed borrowings of up to $400 million and also allowed borrowings under discretionary lines, as available, outside of the Credit Agreement.

            The Company's unsecured commercial paper dealer agreements (the "Commercial Paper Agreements") provided for the private placement of short-term commercial paper notes of the Company (the "Notes"), as available, up to a maximum of $1 billion outstanding. The Commercial Paper Agreements expired on April 11, 2000.

            Aggregate borrowings under the Senior Credit Agreement, Credit Facility, Credit Agreement, other revolving credit facilities, discretionary lines and the Commercial Paper Agreements amounted to approximately $501 million and $943 million at September 30, 2000 and 1999, respectively. An aggregate of $21 million of such outstanding borrowings at September 30, 2000 has been classified in the current portion of long-term debt based on the scheduled future repayments within the next year as required under the Senior Credit Agreement.

            The maximum outstanding borrowings at any quarter end under the Senior Credit Agreement, Credit Facility, Credit Agreement, other revolving credit facilities, discretionary lines and the Commercial Paper Agreements for the years ended September 30, 2000 and 1999 were $865 million and $943 million, respectively.

            On June 25, 1999, PharMerica, Inc. ("PharMerica"), a wholly-owned subsidiary of the Company, completed an offer to purchase its unsecured 8 3/8% Senior Subordinated Notes due 2008 (the "8 3/8% Senior Notes"). Holders tendered an aggregate principal amount of $16.9 million in response to PharMerica's offer to purchase the 8 3/8% Senior Notes at a cash price equal to $1,010 per $1,000 principal amount, plus interest. The offer was required as a result of the acquisition of PharMerica by the Company on April 26, 1999 according to the terms of the indenture under which the 8 3/8% Senior Notes were issued.

            During November 1999, a $4.5 million 10% unsecured promissory note, which the Company assumed in connection with the acquisition of PharMerica, was repaid when PharMerica agreed to offset the $4.5 million against the outstanding accounts receivable balance of the noteholder, who is a PharMerica customer.

            On May 23, 1995, the Company sold $100 million aggregate principal amount of unsecured
7 1/4% Senior Notes due June 1, 2005 (the "7 1/4% Notes"). On January 14, 1993, the Company sold $150 million aggregate principal amount of unsecured 7 3/8% Senior Notes due January 15, 2003 (the "7 3/8% Notes"). The 7 1/4% Notes and 7 3/8% Notes are not redeemable prior to maturity and are not entitled to any sinking fund. Interest on the 7 1/4% Notes is payable semi-annually on June 1 and December 1 of each year. Interest on the 7 3/8% Notes is payable semi-annually on January 15 and July 15 of each year. The carrying value of the 7 1/4% Notes and 7 3/8% Notes represents gross proceeds plus amortization of the original issue discount ratably over the life of each issue.

            In July 1986, the Company issued $43.0 million of unsecured 6 7/8% Exchangeable Subordinated Debentures due July 2011 (the "6 7/8% Debentures") and during March 1990, $32.1 million principal amount of the 6 7/8% Debentures was tendered and purchased pursuant to an offer from the Company. Since March 1990, the Company has redeemed an additional $2.5 million aggregate principal amount plus accrued interest. The remaining unredeemed 6 7/8% Debentures receive interest on January 15 and July 15 of each year.

            In connection with the acquisition of Durr-Fillauer Medical Inc. and subsidiaries ("Durr") in September 1992, the Company assumed $69.0 million of Durr's unsecured 7% Convertible Subordinated Debentures due March 1, 2006 (the "7% Debentures"). Since September 1992, the Company has redeemed $48.4 million aggregate principal amount plus accrued interest. The remaining unredeemed 7% Debentures receive interest on March 1 and September 1 of each year.

            Scheduled future principal payments of long-term debt are $22.3 million in fiscal 2001, $47.5 million in fiscal 2002, $270.3 million in fiscal 2003, $84.7 million in fiscal 2004, $236.5 million in 2005, and $428.3 million thereafter.

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5. Preferred Securities of Trust

            During the year ended September 30, 1999, the Company formed Bergen Capital I (the "Trust") which was established to sell preferred securities to the public; sell common securities to the Company; use the proceeds from these sales to buy an equal amount of subordinated debt securities of the Company; and distribute the cash payments it receives on the subordinated debt securities it owns to the holders of its preferred and common securities. In turn, the Company will pay principal, premium (if any) and interest on its subordinated debt securities; and will guarantee certain payments relating to the preferred securities.

            On May 26, 1999, the Trust, a wholly-owned subsidiary of the Company, issued 12,000,000 shares of 7.80% Trust Originated Preferred Securities (SM) (TOPrS(SM)) (the "Preferred Securities") at $25 per security. The proceeds of such issuances were invested by the Trust in $300 million aggregate principal amount of the Company's 7.80% Subordinated Deferrable Interest Notes due June 30, 2039 (the "Subordinated Notes"). The Company used the net proceeds from the Trust for general corporate purposes, principally retirement of a portion of its outstanding debt. The Subordinated Notes represent the sole assets of the Trust and bear interest at the annual rate of 7.80%, payable quarterly, and are redeemable by the Company beginning in May 2004 at 100% of the principal amount thereof. The obligations of the Trust related to the Preferred Securities are fully and unconditionally guaranteed by the Company.

            Holders of the Preferred Securities are entitled to cumulative cash distributions at an annual rate of 7.80% of the liquidation amount of $25 per security beginning June 30, 1999. The Preferred Securities will be redeemable upon any repayment of the Subordinated Notes at 100% of the liquidation amount beginning in May 2004.

            The Company, under certain conditions, may cause the Trust to defer the payment of distributions for successive periods of up to 20 consecutive quarters. During such periods, accrued distributions on the Preferred Securities will compound quarterly at an annual rate of 7.80%. Also, during such periods, the Company may not declare or pay distributions on its capital stock; may not redeem, purchase or make a liquidation payment on any of its capital stock; and may not make interest, principal or premium payments on, or repurchase or redeem, any of its debt securities that rank equal with or junior to the Subordinated Notes.

            The Subordinated Notes and the related Trust investment in the Subordinated Notes have been eliminated in consolidation and the Preferred Securities are reflected as outstanding in the accompanying Consolidated Financial Statements.

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6. Capital Stock, Paid-in Capital and Stock Options

            The authorized capital stock of the Company consists of 300,000,000 shares of Class A Common Stock, par value $1.50 per share (the "Common Stock"); and 3,000,000 shares of Preferred Stock without nominal or par value (the "Preferred Stock").

            The Board of Directors (the "Board") is authorized to divide the Preferred Stock into one or more series and to determine the relative rights, preferences and limitations of the shares of any such series. In addition, the Board may give the Preferred Stock (or any series) special, limited, multiple or no voting rights.

            Subject to the preferences and other rights of the Preferred Stock, the Common Stock may receive stock or cash dividends as declared by the Board and each share of Common Stock is entitled to one vote per share at every meeting of shareowners. In the event of any liquidation, dissolution or winding up of the affairs of the Company, the holders of the Preferred Stock may be entitled to a liquidation preference as compared with the rights of owners of the Common Stock.

            On February 9, 1994, the Board adopted a Shareowner Rights Plan (which was amended on December 17, 1999; see Exhibit 4(c) to this Annual Report) which provides for the issuance of one Preferred Share Purchase Right (the "Rights") for each outstanding share of Common Stock. The Rights are generally not exercisable until 10 days after a person or group ("Acquiror") acquires 15% of the Common Stock or announces a tender offer which could result in a person or group owning 15% or more of the Common Stock (an "Acquisition"). Each Right, should it become exercisable, will entitle the owner to buy 1/100^th of a share of a new series of the Company's Series A Junior Preferred Stock at an exercise price of $80.00.

            In the event of an Acquisition without the approval of the Board, each Right will entitle the owner, other than an Acquiror, to buy at the Rights' then-current exercise price a number of shares of Common Stock with a market value equal to twice the exercise price. In addition, if, after an Acquisition, the Company were to be acquired by merger, shareowners with unexercised Rights could purchase common stock of the Acquiror with a value of twice the exercise price of the Rights. The Board may redeem the Rights for $0.01 per Right at any time prior to an Acquisition. Unless earlier redeemed, the Rights will expire on February 18, 2004.

            During fiscal 1999, the Company's shareowners approved the following stock-related compensation plans:

*	the 1999 Employee Stock Purchase Plan ("ESPP")
*	the 1999 Management Stock Accumulation Plan ("MSAP")
*	the 1999 Non-Employee Directors' Stock Plan ("NDSP")
*	the 1999 Deferred Compensation Plan ("DCP")
*	the 1999 Management Stock Incentive Plan ("MSIP")

            The ESPP, under which 500,000 shares of Common Stock can be sold to employees, is a payroll-deduction based plan under which eligible participants may elect semiannually to withhold up to 25% of base salary to purchase shares of the Company's Common Stock at a price equal to 85% of the fair market value of the stock on the start date of a purchase period or on the purchase date, whichever is lower. A participant is granted a purchase right on the start date of each purchase period in which he or she participates. The purchase right provides the Participant with the right to purchase shares of Common Stock on the purchase date. Each purchase period has a duration of six months and runs from the first business day in January to the last business day in June and from the first business day in July to the last business day in December. The purchase date is defined as the last business day of each purchase period.

            Unless terminated sooner by the Board, the ESPP will terminate upon the earliest of (i) January 1, 2009; (ii) the date on which all shares available for issuance under the ESPP have been sold pursuant to the purchase rights exercised under the ESPP; or (iii) the date on which all purchase rights are exercised in connection with certain other transactions as defined in the ESPP. During fiscal 2000 and 1999, 408,317 and 31,801 shares, respectively, of Common Stock were sold under the ESPP at weighted average prices of $5.750 and $14.662 per share, respectively. At September 30, 2000, 59,882 shares remained available for sale.

            The MSAP allows the Company to grant interest-bearing loans to eligible key executives, in order to facilitate their purchase of Common Stock. Loans can be granted for terms of between one and five years, up to an aggregate of $1.0 million per eligible employee, in an amount not in excess of three times the eligible employee's salary in effect on the date the loan is issued; provided that the eligible employee agrees to use the proceeds of such loan, as fully as possible, to purchase Common Stock on the open market. Common Stock purchased with the proceeds of any loan serves as collateral securing repayment of the loan.

            During the term of each loan, the Company may award credits to participants based on the attainment of certain specified corporate performance goals selected by the Company and established at the commencement of the loan term. The dollar equivalent of any credits earned and accumulated by a participant are applied to the repayment of the loan at the loan expiration date. To the extent that a participant's accumulated credits are insufficient to repay the loan in full, the participant remains responsible for full repayment which must occur no later than 90 days after the loan's expiration date. MSAP remains in effect for as long as there is a loan outstanding. No loan may be issued under the MSAP after September 30, 2004. There were no loans outstanding under the MSAP at September 30, 2000.

            The NDSP, under which 750,000 shares of Common Stock can be issued to non-employee directors of the Board, requires each non-employee director to receive an award of restricted shares in an amount equivalent to 25% of his or her annual fees in lieu of cash compensation. The number of restricted shares awarded to each non-employee director is determined by dividing 25% of such annual fees by the fair market value of a share of Common Stock on the date of the award. Each award of restricted shares fully vests and becomes nonforfeitable as of the first anniversary following the award.

            Additionally, prior to the commencement of each fiscal year, each non-employee director may elect to receive in unrestricted shares an additional specified percentage of his or her director fees for such year greater than the required 25% described above, in lieu of cash compensation for such portion. The number of shares so awarded are determined by dividing the portion of such director fees to be paid in such shares by the fair market value of a share of Common Stock on the first business day of the Company's fiscal year to which such fees relate. Such shares are immediately vested upon grant and are not to be forfeitable to the Company.

            In addition to the awards described above, the NDSP provides that each non-employee director receives awards of stock options to purchase shares of Common Stock. Upon election to the Board, each non-employee director receives an initial award of an option to purchase 20,000 shares of Common Stock. Each non-employee director who was a member of the Board on the adoption date of the NDSP was also awarded an option to purchase 20,000 shares of Common Stock. Subsequent to the initial award, each non-employee director receives an annual award of an option to purchase 6,000 shares of Common Stock. Options awarded pursuant to the NDSP generally vest and become exercisable in equal installments as of each of the first three Annual Shareowners' meetings following the date of grant. During 2000 and 1999, non-employee directors were awarded 9,411 and 3,318 restricted shares, respectively, of Common Stock at $8.75 and $24.91 per share, respectively, and were awarded options to purchase 54,000 and 180,000 shares, respectively, of Common Stock at $5.53 and $21.38 per share, respectively. At September 30, 2000, 503,271 shares remained available for issuance. Unless terminated earlier by the Board, the NDSP will terminate on April 22, 2009.

            The DCP, an unfunded plan, under which an aggregate of 2,000,000 shares of Common Stock are authorized for issuance, allows eligible officers, directors and key management employees, to defer a portion of his or her annual compensation in the form of cash or stock credits. Stock credits, including dividend equivalents, are equal to the full and fractional number of shares of Common Stock that could be purchased with the participant's compensation allocated to stock credits based on the average of closing prices of Common Stock during each month, plus, at the Board's discretion, up to one-half of a share of Common Stock for each full share credited. Stock credit distributions are made in shares of Common Stock. No shares of Common Stock have been issued under the DCP at September 30, 2000.

            The MSIP, under which 10,000,000 shares of Common Stock could be issued to eligible individuals who are officers, key employees or consultants of the Company, authorizes certain stock awards, stock options, stock appreciation rights and conditional performance share awards. Stock options awarded under the MSIP entitle the participant to acquire a specified number of shares of Common Stock at an exercise price determined by the Company's Compensation / Stock Option Committee. Such options expire no later than ten years from the date of grant. At September 30, 2000, there were 3,022,617 option shares outstanding, including 240,646 shares converted from options under PharMerica's stock option plans, and 6,977,383 shares available for grant under the MSIP. No other stock awards were outstanding at September 30, 2000.

            At September 30, 2000, there were outstanding options to purchase 5,464,967 shares of Common Stock under the amended and restated 1989 stock incentive and 1983 stock option plans at prices per share not less than the fair market value on the dates the options were granted. No additional options may be granted under these plans.

            Stock appreciation rights may be offered to some or all of the employees who hold or receive options granted under the stock option plans. No stock appreciation rights were outstanding as of September 30, 2000, 1999, or 1998.

            The Company accounts for its stock option plans under APB No. 25. However, the Company has adopted the disclosure-only provisions of SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"). No compensation cost has been recognized for the Company's NDSP or stock option plans. Had compensation cost for the Company's NDSP, MSIP and 1989 stock incentive plan been determined based on the fair value at the grant date for grants in fiscal 2000, 1999 and 1998 consistent with the provisions of SFAS 123, the Company's net earnings and diluted earnings per share would have been reduced to the pro forma amounts indicated below:

		2000			1999		1998
	(in thousands, except per share amounts)
Net earnings (loss) - as reported	$	(752,838	)	$	70,573	$	3,102
Net earnings (loss) - pro forma	$	(761,521	)	$	63,790	$	576
Diluted earnings (loss) per share - as reported	$	(5.60	)	$	0.59	$	0.03
Diluted earnings (loss) per share - pro forma	$	(5.66	)	$	0.54	$	0.01

            The fair value of options granted under the NDSP, MSIP and the 1989 stock incentive plan during fiscal 2000, 1999 and 1998 were used to calculate the pro forma net earnings and diluted earnings per share above, on the various grant dates, using a binomial option-pricing model with the following weighted average assumptions:

	2000		1999		1998
Dividend yield	.3	%	2.0	%	2.0	%
Expected volatility	68.8	%	60.3	%	46.9	%
Risk-free interest rate	6.6	%	5.6	%	4.9	%
Expected life	4 years		4 years		4 years
Fair value of grants	$3.60		$12.00		$8.65

            Changes in the number of shares represented by outstanding options under the Company's stock-related compensation plans during the years ended September 30, 2000, 1999 and 1998 are summarized as follows:

		2000			1999				1998
			Weighted			Weighted				Weighted
			Average			Average				Average
			Exercise			Exercise				Exercise
		Shares	Price		Shares	Price			Shares	Price
Outstanding at beginning of year		8,235,638	$	15.21	7,065,460	$		15.21	4,467,584	$	9.13
Options granted ($5.53 to
	$24.91 per share)	2,791,640		6.40	859,060			19.57	3,105,716		23.06
Options converted from
	PharMerica plans ($12.29 to $43.78
	$43.78 per share)	-		-	1,534,646			31.96	-		-
Options exercised ($2.97 to
	$24.91 per share)	(165,642	)	7.02	(786,269	)		8.54	(355,546	)	7.97
Options canceled ($2.97 to
	$43.78 per share)	(2,140,052	)	22.89	(437,259	)		31.18	(152,294	)	13.65
Outstanding at end of year (2000,
	$5.53 to $40.00 per share)	8,721,584	$	13.83	8,235,638	$	18.56		7,065,460	$	15.21
Exercisable at end of year		4,665,784	$	15.34	4,462,949	$	16.80		2,772,161	$	8.26
Available for grant at end of year		8,477,726			9,128,875				327,488

            The following table summarizes information concerning outstanding and exercisable options atSeptember 30, 2000:

					Options Outstanding						Options Exercisable
						Weighted		Weighted					Weighted
						Average		Average					Average
					Number	Remaining		Exercise			Number		Exercise
Range of exercise prices					Outstanding	Life		Price			Exercisable		Price
$	5.53				1,804,000	9.48	$		5.53	-		$		-
$	5.72	-	$	8.90	1,893,044	2.72			7.65	1,188,084				7.13
$	9.77	-	$	13.00	1,675,234	5.64			11.27	1,531,129				11.10
$	14.57	-	$	21.37	1,615,515	7.82			20.04	749,853				19.92
$	24.91	-	$	40.00	1,733,791	7.89			25.89	1,196,718				26.02
					8,721,584	6.63	$		13.83	4,665,784		$		15.34

            At September 30, 2000, an aggregate of 20,890,407 shares of Class A Common Stock were reserved for the exercise of stock options and for issuance under the ESPP, NDSP, DCP and the elective retirement savings plan (see Note 11).

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7. Business Acquisitions

            Fiscal 1999:

            On April 26, 1999, the Company acquired PharMerica, one of the nation's largest providers of pharmaceutical products and pharmacy management services to long-term care and alternate site settings, headquartered in Tampa, Florida. The Company issued approximately 24.7 million shares of Common Stock valued at approximately $665 million, acquired net assets (excluding debt) at fair value of approximately $315 million, assumed debt of approximately $600 million and incurred costs of approximately $10 million. The Company recorded goodwill of approximately $960 million in the transaction.

            If the acquisition of PharMerica had occurred as of the beginning of the fiscal year ended September 30, 1999, unaudited pro forma net sales and other revenues, earnings from continuing operations, and diluted earnings per share from continuing operations would have been as follows:

Dollars in millions, except per share amounts	Fiscal Year Ended September 30, 1999
Net sales and other revenues	$	20,427.3
Earnings from continuing operations	$	89.2
Diluted earnings per share from continuing operations	$	0.66

            The pro forma operating results above include the results of operations for PharMerica for the fiscal year ended September 30, 1999 with increased goodwill amortization along with other relevant adjustments to reflect fair value of the acquired assets. Pro forma operating results above include the special after-tax charge of $27.8 million (see Note 13). Additionally, the pro forma operating results include the effect of decreased interest expense attributable to PharMerica becoming a co-borrower under the Company's credit facilities; pro forma adjustments to the provision for taxes on income to reflect, primarily, higher non-deductible goodwill amortization; and pro forma issuance of the Company's Common Stock reflected in the weighted average number of shares outstanding for the computations of pro forma diluted earnings per share.

            The results of operations reflected in the pro forma information above are not necessarily indicative of the results which would have been reported if the PharMerica acquisition had been effected at the beginning of the 1999 fiscal year.

            On January 21, 1999, the Company acquired Stadtlander, a national leader in disease-specific pharmaceutical care delivery for transplant, HIV, infertility and serious mental illness patient populations and a leading provider of pharmaceutical care to the privatized corrections market, headquartered in Pittsburgh, Pennsylvania. The Company paid approximately $195 million in cash and issued approximately 5.7 million shares of Common Stock, previously held as Treasury shares, valued at approximately $140 million. The Company acquired net assets (excluding debt) at fair value of approximately $40 million, assumed debt of approximately $100 million and incurred costs of approximately $10 million. The Company recorded goodwill of approximately $405 million in the transaction. During September 2000, the Company sold substantially all of the assets and the liabilities of Stadtlander (see Note 2).

            The Company is in disagreement with the seller and the seller's independent auditors regarding the valuation of the net assets of Stadtlander at January 21, 1999. Notwithstanding the sale of the two Stadtlander businesses (see Note 2), the Company did not assign to the purchasers of the assets its claims against the seller. Any amounts realized from the sellers would be recorded as an adjustment to the Company's purchase price. See Part I, Item 3, "Legal Proceedings" of this Annual Report.

            On February 10, 1999, the Company acquired J.M. Blanco, Inc. ("J.M. Blanco"), Puerto Rico's largest pharmaceutical distributor, headquartered in Guaynabo, Puerto Rico, for a cash purchase price of approximately $30 million. The Company acquired net assets (excluding debt) at fair value of approximately $24 million, assumed debt of approximately $22 million and incurred costs of approximately $1 million. The Company recorded goodwill of approximately $29 million in the transaction.

            On December 31, 1998, the Company acquired Medical Initiatives, Inc. ("MII"), a pre-filler of pharmaceuticals for oncology centers, located in Tampa, Florida. The Company issued approximately 200,000 shares of Common Stock, previously held as Treasury shares, valued at approximately $6.0 million, acquired net assets at fair value of approximately $0.1 million and incurred costs of $0.2 million. The Company recorded goodwill of approximately $6.1 million in the transaction.

            Had the acquisitions of J.M. Blanco and MII occurred at the beginning of fiscal 1999, the pro forma inclusion of their operating results would not have had a significant effect on the reported consolidated net sales and other revenues and earnings from continuing operations for the fiscal year ended September 30, 1999.

            Each of the aforementioned acquisitions was accounted for as a purchase for financial reporting purposes.

            Fiscal 1998:

            On September 30, 1998, the Company acquired Ransdell, a privately-held medical-surgical supply distributor, and its affiliate, Choice Systems, Inc. ("Choice"), a developer of supply channel management software for the healthcare industry, headquartered in Louisville, Kentucky. These acquisitions were accounted for as poolings of interests for financial reporting purposes. The Company issued approximately 716,000 shares of its Common Stock to the Ransdell and Choice shareowners.

            On August 31, 1998, the Company acquired Lash, a privately-held healthcare reimbursement consulting firm then headquartered in Washington, D.C (now headquartered in Charlotte, North Carolina). This acquisition was accounted for as a pooling of interests for financial reporting purposes and the Company issued approximately 980,000 shares of its Common Stock to the Lash shareowners.

            The impact of the Ransdell, Choice and Lash acquisitions, on a historical basis, is not significant. Accordingly, prior period historical financial statements were not restated for these acquisitions. The above acquired entities' financial results are included in the consolidated financial results of the Company since their respective acquisition dates. The aggregate merger expenses incurred related to these acquisitions were not material.

            On May 12, 1998, the Company completed the acquisition of Pacific Criticare, a privately-held distributor of medical-surgical products located in Waipahu, Hawaii for a cash purchase price of $4.0 million. The Company acquired net assets at fair value of approximately $0.4 million net and incurred costs of $0.3 million. The Company recorded goodwill of approximately $3.9 million in the transaction.

            Ransdell and Pacific Criticare were included in the sale of BBMC in August 2000 (see Note 2).

            On January 2, 1998, the Company completed the acquisition of substantially all of the net assets of Besse, a privately-held distributor of injectables, diagnostics and medical supplies located in Cincinnati, Ohio, for a cash purchase price of $22.2 million. The Company acquired net assets at fair value of approximately $4.8 million and incurred costs of $0.4 million. The Company recorded goodwill of approximately $17.8 million in the transaction.

            Had the acquisition of Besse occurred at the beginning of fiscal 1998, the pro-forma inclusion of its operating results would not have had a significant effect on the Company's reported consolidated net sales and other revenues and earnings from continuing operations in fiscal 1998.

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8. Earnings (Loss) Per Share

            The following table sets forth the computation of basic and diluted Earnings Per Share ("EPS") for the fiscal years ended September 30, 2000, 1999 and 1998, respectively.

In thousands, except EPS						2000				1999			1998
Numerator for both basic and diluted EPS:
	Earnings (loss) from continuing operations				$	(481,026	)		$	84,380	$		95,247
	Discontinued operations:
		Loss from operations				(20,850	)			(13,807	)		(92,145	)
		Loss on dispositions				(250,962	)			-			-
				Net earnings (loss)	$	(752,838	)	$		70,573	$		3,102
Denominator:
	Denominator for basic EPS - weighted average
		shares of Class A Common Stock outstanding				134,504				117,835			101,118
	Effects of dilutive employees' stock options
		(dilutive potential common shares)				-				1,260			1,502
	Denominator for diluted EPS - adjusted weighted
		average shares and assumed conversions				134,504				119,095			102,620
Earnings per share:
	Basic
		Continuing operations			$	(3.58	)		$	.72		$	.94
		Discontinued operations:
			Loss from operations			(.15	)			(.12	)		(.91	)
			Loss on dispositions			(1.87	)			-			-
				Net earnings (loss)	$	(5.60	)	$		.60	$		.03
	Diluted:
		Continuing operations			$	(3.58	)		$	.71		$	.93
		Discontinued operations:
			Loss from operations			(.15	)			(.12	)		(.90	)
			Loss on dispositions			(1.87	)			-			-
				Net earnings (loss)	$	(5.60	)	$		.59	$		.03

            For the fiscal year ended September 30, 2000, the effect of employees' stock options was anti-dilutive, and therefore, excluded from the EPS calculation.

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9. Leases

            The Company conducts most of its operations from leased warehouse and office facilities and uses certain data processing, transportation, and other equipment under lease agreements expiring at various dates through fiscal 2009, excluding renewal options. Future minimum rental commitments at September 30, 2000, under operating leases having noncancelable lease terms in excess of one year, aggregated $75.6 million, with rental payments during the five succeeding fiscal years of $27.9 million, $19.9 million, $12.1 million, $7.5 million and $4.2 million, respectively, and $4.0 million thereafter. Future minimum rentals to be received under noncancelable subleases at September 30, 2000 were not material. Net rental expense for the years ended September 30, 2000, 1999, and 1998, was $40.5 million, $29.2 million and $19.0 million, respectively. Sublease income was not material in any of these years.

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10. Taxes on Income

            The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are established for temporary differences between the financial reporting bases and the tax bases of the Company's assets and liabilities at tax rates expected to be in effect when such assets or liabilities are realized or settled.

            Total taxes on income from continuing operations (excluding the tax benefit related to discontinued operations and the Company's distributions on preferred securities of subsidiary trust) for the years ended September 30, 2000, 1999 and 1998 are summarized as follows:

Dollars in thousands		2000			1999		1998
Currently payable
	Federal	$	50,031	$	46,937	$	18,489
	State		9,386		8,564		3,375
	Puerto Rico		940		470		-
Deferred (principally Federal)			(20,051	)	10,840		41,955
Total		$	40,306	$	66,811	$	63,819

            Taxes on income from continuing operations vary from the statutory Federal income tax rate applied to earnings (loss) from continuing operations before taxes on income as the result of the following:

Dollars in thousands			2000			1999		1998
Statutory Federal income tax rate applied to
	earnings (loss) from continuing operations
	before taxes on income	$	(149,316	)	$	54,623	$	55,673
Increase (decrease) in taxes resulting from:
	Amortization of goodwill		7,469			4,306		2,212
	State income taxes - net of Federal benefits		3,928			6,638		6,511
	Goodwill impairment charge		176,855			-		-
	Other		1,370			1,244		(577	)
Total		$	40,306		$	66,811	$	63,819

            The Company has not provided for withholding taxes on the earnings of its Puerto Rican subsidiary because it is currently anticipated that these earnings will be permanently reinvested.

            The tax effects of significant items comprising the Company's net deferred tax liabilities (assets) as of September 30, 2000 and 1999 are as follows:

Dollars in thousands				2000			1999
Deferred tax liabilities:
	Inventory basis difference due to LIFO
		methods and uniform capitalization	$	122,867		$	118,096
	Accelerated depreciation			11,830			11,742
	Mark to market receivables			2,512			5,023
	Goodwill amortization			12,559			3,732
	Other			9,126			6,826
	Total deferred tax liabilities			158,894			145,419
Deferred tax assets:
	Reserves for doubtful receivables			86,350			48,112
	Acquisition and restructuring expenses not
		currently deductible		8,894			10,500
	Vacation pay not currently deductible			6,094			5,948
	Employee benefits			2,383			944
	Accrued liabilities not currently deductible			43,078			23,281
	AMT credit carryforward			28,803			-
	Net operating loss carryforwards			43,232			16,110
	Deferred income			4,227			8,083
	Capital loss carryforward			5,835			-
		Total		228,896			112,978
Valuation allowance for deferred tax assets				(14,962	)		(9,127	)
Total deferred income tax assets				213,934			103,851
Net deferred tax liabilities (assets)			$	(55,040	)	$	41,568

            The Company has approximately $44 million of net operating loss carryforwards related to an acquisition that can be used to reduce future taxable income. These net operating losses can only be used to offset income of the acquired entity, and, if not utilized, will begin expiring in fiscal 2009. The Company also has a $15 million capital loss carryforward that can be used to offset future capital gains and if not utilized will begin to expire in fiscal 2006. The Company has provided a valuation allowance on the portion of the deferred tax asset related to the pre-acquisition net operating losses and the capital loss at September 30, 2000 due to the uncertainty regarding realization.

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11. Retirement and Savings Plans

            The Company provides for retirement benefits through an elective retirement savings plan and supplemental retirement plans.

            The Company has an elective retirement savings plan generally available to all employees with 30 days of service. Under the terms of the plan, the Company guarantees a contribution of $1.00 for each $1.00 invested by the participant up to the participant's investment of 3% of salary, and $0.50 for each additional $1.00 invested by the participant up to the participant's investment of an additional 2% of salary, subject to plan and regulatory limitations. The Company may also make additional cash or stock contributions to the plan at its discretion. All participants vest immediately in the Company's contributions from the first day of participation in the plan. The Company made contributions of $9.0 million, $6.6 million, and $4.5 million to the plan in fiscal 2000, 1999 and 1998, respectively.

            The supplemental retirement plans provide benefits for certain officers and key employees. The Company has a Supplemental Executive Retirement Plan ("SERP") for officers and key employees. Effective in fiscal 1999, the SERP was amended to provide certain additional benefits to participants. SERP is a "target" benefit plan, with the annual lifetime benefit based upon a percentage of salary during the final five years of pay at age 62, offset by several other sources of income including benefits payable under a prior supplemental retirement plan.

            The following tables provide a reconciliation of the changes in the supplemental retirement plans:

Dollars in thousands				2000		1999
Change in benefit obligations
	Projected benefit obligation at beginning of year		$	22,581	$	24,475
	Service cost			1,718		1,313
	Interest cost			1,628		1,480
	Disbursements			(4,139	)	(5,701	)
	Actuarial (gains) losses			978		(4,667	)
	Plan amendments			-		5,681
		Projected benefit obligation end of year	$	22,766	$	22,581
Change in plan assets
	Fair value of plan assets at beginning of year		$	2,928	$	2,919
	Actual return on plan assets			157		131
	Disbursements			(92	)	(92	)
	Administrative expenses			(58	)	(30	)
		Fair value of plan assets at end of year	$	2,935	$	2,928
Unfunded Status
	Unfunded status at end of year		$	19,831	$	19,653
	Unrecognized net obligation at transition			(2,483	)	(2,786	)
	Unrecognized prior service cost			(6,614	)	(7,312	)
	Unrecognized net actuarial losses			(4,378	)	(3,656	)
		Accrued benefit liability	$	6,356	$	5,899

            The following table provides the amounts recognized in the Company's Consolidated Balance Sheets at September 30, 2000 and 1999:

Dollars in thousands			2000		1999
Accrued benefit cost		$	6,356	$	5,899
Additional minimum cost			6,286		6,478
Intangible asset			(3,171	)	(3,336	)
Other			(3,115	)	(3,142	)
	Net liability recognized	$	6,356	$	5,899

            The assumed rates used to measure the benefit obligations and the expected earnings on plan assets for the supplemental retirement plans for fiscal 2000, 1999 and 1998 were as follows:

Weighted average assumptions as of September 30,	2000		1999		1998
Discount rate	8.00	%	7.75	%	6.75	%
Rate of salary increase	4.00	%	4.00	%	5.50	%

            The following table provides the components of net periodic pension expense for the supplemental retirement plans for fiscal 2000, 1999 and 1998:

Dollars in thousands				2000		1999		1998
Service cost			$	1,718	$	1,313	$	916
Interest cost				1,628		1,480		1,482
Amortization of:
	Transition obligation			303		303		303
	Prior service cost			698		251		251
	Net actuarial losses			158		420		322
		Total	$	4,505	$	3,767	$	3,274

            The projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for supplemental retirement plans with accumulated benefit obligations in excess of plan assets were $22.8 million, $15.5 million and $2.9 million, respectively, as of September 30, 2000; and $22.6 million, $15.3 million and $2.9 million, respectively, as of September 30, 1999.

            At September 30, 2000 and 1999, the Company owned life insurance in the aggregate amounts of $52.5 million and $51.5 million, respectively, covering substantially all of the participants in the supplemental retirement plans. The Company intends to keep this life insurance in force until the demise of the participants.

            Contributions are also made to multi-employer defined benefit plans administered by labor unions for certain union employees. Approximately $0.7 million, $0.6 million and $0.4 million were charged to pension expense and contributed to these plans in the years ended September 30, 2000, 1999 and 1998, respectively.

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12. Contingencies

Section 1.

State and Opt-Out Antitrust Actions

            Between August 3, 1993 and February 14, 1994, the Company, along with various other pharmaceutical industry-related companies, was named as a defendant in eight separate state antitrust actions in three courts in California and as previously reported, on May 2, 1994, the Company and Durr Drug Company were named as defendants, along with 25 other pharmaceutical related-industry companies, in a state antitrust class action in the Circuit Court of Greene County, Alabama entitled Durrett v. UpJohn Company, et al., No. 94-029. Similar actions were also filed against the Company and other wholesalers and manufacturers in Mississippi, Montgomery Drug v. UpJohn, et. al., No. 97-0103, and in Tennessee, Graves v. Abbott, et. al., No. 25,109-II. The various state actions have not yet been set for trial. In addition to the state antitrust actions, the Company and others have been named in a series of related antitrust lawsuits brought by independent pharmacies. On October 21, 1994, the Company entered into a sharing agreement with five other wholesalers and 26 pharmaceutical manufacturers. Among other things, the agreement provides that if a judgment is entered against both the manufacturer and wholesaler defendants, the total exposure for joint and several liability of the Company is limited to the lesser amount of either 1% of each shared judgment or an aggregate amount of $1 million on all shared judgments in all actions. This agreement covers all antitrust actions raising the issues described above and which allege joint and several liability with at least one manufacturer, including the cases described in this Section.

Proposition 65 - Gottesfeld

            In February 1999, Perry Gottesfeld, an individual, and the California Attorney General filed a lawsuit against the Company and approximately sixteen other defendants alleging that manufacturers and distributors of over the counter dandruff shampoos containing coal tar expose consumers to coal tar, a Proposition 65-listed carcinogen, without providing a warning.

EPA Butterworth Landfill Site and Casmalia Landfill Site

            On or about March 5, 1999, the Company was notified that it was a potentially responsible party ("PRP") in connection with the Butterworth Landfill Site ("Butterworth Site") located in Grand Rapids, Michigan and the Casmalia Superfund Site located in Santa Barbara, California.

PharMerica Securities Litigation

            In November 1998 and February 1999, two putative securities class actions were filed against PharMerica and certain individuals ("Defendants") in the United States District Court for the Middle District of Florida. The proposed classes consist of all persons who purchased or acquired stock of PharMerica between January 7, 1998 and July 24, 1998. In general, the Consolidated Amended Complaint alleges that the Defendants made material misrepresentations with respect to an alleged violation of generally accepted accounting principles, and omissions by withholding from the market information related to the costs associated with certain acquisitions. Defendants' motion to dismiss the Consolidated Amended Complaint with prejudice is pending before the Court.

PharMerica OIG Investigation

            Prior to the acquisition of PharMerica by the Company, the United States Department of Health and Human Services ("HHS"), during the course of a Medicare Audit of various nursing homes, requested PharMerica to produce records related to intravenous pharmaceuticals provided to particular nursing homes in 1997 and 1998. PharMerica has learned that HHS auditors allege that during the 1997-98 time frame, certain nursing homes, primarily operating in Texas, improperly billed Medicare for intravenous pharmaceuticals and related services. On or about June 1, 2000, the government filed a lawsuit against one former chain of thirteen Texas nursing homes, Sensitive Care, in which the government alleges that Sensitive Care filed false claims for Medicare reimbursement. The government has not quantified the extent of any damages it allegedly suffered. Sensitive Care has filed for bankruptcy in the Northern District of Texas, thus, the government's complaint against Sensitive Care has been filed in bankruptcy court there, as a creditor's claim. In its Answer to the government's lawsuit, Sensitive Care has denied liability, but has further alleged that PharMerica is liable for any false claim liabilities that may be imposed against Sensitive Care under an indemnification clause contained in the pharmacy services contract(s) between PharMerica and the nursing homes Sensitive Care formerly operated. PharMerica was served with a copy of Sensitive Care's third-party complaint seeking indemnification and intends to defend vigorously against the imposition of any liability against it for fraudulent billings that an independent third-party organization, like Sensitive Care, may have submitted to the government.

Liliha Pharmacy/Hawaii

            PharMerica had been informed by the State of Hawaii Medicaid Fraud Division that it had initiated an investigation into possible violations of Medicaid regulations by a pharmacy operated by PharMerica in Honolulu, Hawaii. PharMerica conducted an internal investigation in conjunction with the State. In addition, due to the nature of the business of PharMerica that involves payments under various federal and state programs, PharMerica is regularly subject to audit, review and investigation processes of government entities, quasi-governmental entities and third-party payors.

OIG Investigation of Stadtlander

            A United States federal investigation of Stadtlander with respect to possible violations of the Medicare and Medicaid provisions of the Social Security Act is being conducted ("OIG Investigation"). The commencement of the investigation predated the ownership of Stadtlander by Counsel Corporation, the entity that sold Stadtlander to the Company. More specifically, the Office of Inspector General ("OIG") is investigating whether Stadtlander properly issued credits or refunds to the Medicare and/or Medicaid programs in cases where such credits or refunds may have been due.

            Although the amount of liability at September 30, 2000 with respect to the referenced proceedings in Section 1 above cannot be ascertained, in the opinion of management, based upon information currently available to management, any resulting liability is not likely to have a material adverse effect on the Company's consolidated financial position, results of operations or cash flows.

Section 2.

Bergen Brunswig Corporation v. Counsel Corp.

            On October 14, 1999, the Company and certain of its subsidiaries commenced an action in the Los Angeles County Superior Court of the State of California against Counsel Corporation, Stadt Holdings, Inc., and certain of their officers and directors (the "Counsel defendants") in connection with the Company's acquisition of Stadtlander Drug Co., Inc. and its subsidiaries ("Stadtlander") on January 21, 1999. The Company alleges that the Counsel defendants devised and perpetrated a joint venture scheme with the common purpose of selling Stadtlander at a grossly inflated price. The Company contends that, by means of fraudulent adjusting journal entries and related misrepresentations and omissions, the Counsel defendants provided inaccurate financial statements and other false and misleading information to the Company in order to fraudulently induce it to consummate the Stadtlander acquisition. In its complaint, the Company asserts causes of action against the defendants under California's securities and unfair competition laws, as well as common law and statutory claims for fraud. Defendants Counsel Corporation, Stadt Holdings, Inc., Allan C. Silber, Morris A. Perlis and James Sas filed and served an Answer to the First Amended Complaint on September 15, 2000, and defendants Counsel Corporation and Stadt Holdings, Inc. filed and served a Cross-Complaint against the Company on September 15, 2000. The Cross-Complaint purports to state two causes of action against the Company, for breach of the Amended and Restated Purchase Agreement governing the Stadtlander acquisition, and for breach of the implied covenant of good faith and fair dealing. On October 13, 2000, the Company filed and served an Answer to the Cross-Complaint, in which it denied the material allegations of the Cross-Complaint and disputes that Counsel Corporation and Stadt Holdings, Inc. are entitled to any damages or other relief whatsoever. The Court has set a tentative trial date in the action for August 20, 2001.

Bergen Securities, Trust and Derivative Actions

            Following the Company's October 14, 1999 announcement that it would not meet analysts' consensus earnings estimates for its fourth quarter and fiscal year ended September 30, 1999, due to, in part, lower than expected results at Stadtlander and PharMerica, and following the Company's disclosures, in its complaint against the Counsel defendants, reported by the press on October 15, 1999, regarding the accounting irregularities involved in the Stadtlander acquisition, 10 purported shareholder class action lawsuits were commenced against the Company and certain of its officers and directors in federal court in California. By order of the Court, pursuant to the parties' stipulation, the 10 cases have been consolidated into a single action in the Southern Division of the United States District Court for the Central District of California (the "Bergen securities action"). The Bergen securities action is purportedly brought on behalf of a class of the Company's shareholders who purchased or otherwise acquired the Company's common stock from March 16, 1999 through October 14, 1999, and were allegedly damaged thereby. The Bergen securities action asserts, among other things, various similar claims under sections 11, 12 and 15 of the Securities Act 1933, and under sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 thereunder. In general, the Bergen securities action alleges that the Company and certain of its officers and directors made material omissions and misrepresentations in their PharMerica Proxy Statement/Prospectus, and in other public statements prior to October 14, 1999, by failing to disclose sooner certain accounting irregularities the Company uncovered at Stadtlander after its acquisition, and by allegedly failing to disclose sooner that the reserves for uncollectible accounts receivable at PharMerica were allegedly understated by approximately $35 million. In addition to the Bergen securities action, two separate lawsuits alleging violations of certain federal securities laws were commenced in federal court in California, and another lawsuit was commenced in federal court in Delaware, that name as defendants, along with the Company and certain of its officers and directors, Bergen Capital Trust I (the "Trust"), a wholly-owned subsidiary of the Company, as well as various investment banks (the "Bergen derivative action"). The Bergen derivative action asserts several purported state law causes of action against the directors and certain senior officers of the Company (the "individual defendants"), and also against the Company (as a nominal defendant), alleging, in general terms, various alleged fiduciary breaches and related claims arising from the alleged failure of the individual defendants to conduct adequate due diligence before proceeding with the Stadtlander acquisition and causing Bergen to allegedly violate federal securities laws, as alleged in the Bergen securities action and Trust securities action.

            The Company has reached a tentative settlement agreement with plaintiffs' counsel in the various actions described in the Bergen Securities, Trust and Derivative Actions paragraph above, together with its directors' and officers' liability insurance carriers. The Company has submitted for filing and service a third party complaint against its carriers in connection with their settlement and indemnification obligations. The time for the carriers' response to the third party complaint will be set at the time of formal service of the complaint. The Company believes that it is likely that the cases will be settled in accordance with the parties' mediated settlement proposal, as modified by the Company's subsequent discussions with its insurance carriers .

            The proceedings referenced in Section 2 are in their early stages and little or no discovery has been completed. The Company does not believe it is currently feasible to predict or determine the outcome or resolution of these proceedings, or to estimate the amounts of, or potential range of, loss with respect to these proceedings should the tentative settlement agreement not come to fruition.

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13. Special Items

            Following is a summary of special items recorded during the past three fiscal years:

			Years Ended September 30,
Dollars in thousands				2000			1999			1998
Pharmaceutical Distribution:
	Special provision for doubtful receivables*		$	(41,000	)	$	-		$	-
	Restructuring charge			(10,670	)		-			-
	Abandonment of capitalized software			(6,309	)		-			-
		Total Pharmaceutical Distribution		(57,979	)		-			-
PharMerica:
	Goodwill impairment			(505,300	)		-			-
	Special provision for doubtful receivables*			(25,700	)		(46,000	)		-
		Total PharMerica		(531,000	)		(46,000	)		-
Corporate:
	Officer severance			(3,973	)		-			-
	Merger-related expenses			-			-			(14,635	)
	Abandonment of capitalized software			-			-			(5,307	)
		Total Corporate		(3,973	)		-			(19,942	)
Effect on operating earnings				(592,952	)		(46,000	)		(19,942	)
Impairment of investment				(5,000	)		-			-
		Total special items		(597,952	)		(46,000	)		(19,942	)
Income tax benefit of special items				36,598			18,170			8,178
Effect on net earnings			$	(561,354	)	$	(27,830	)	$	(11,764	)
*	Included in the provision for doubtful receivables in the Statements of Consolidated Earnings.

Pharmaceutical Distribution:

            In the fourth quarter of fiscal 2000, BBDC recorded a $41.0 million special provision for doubtful receivables relating to a customer in the long-term care industry which is experiencing cash flow difficulties mainly due to the adverse effects of the Medicare PPS reimbursement system. Although the customer has not indicated an intention to file for bankruptcy protection, in late August 2000 it suspended making payments on a significant balance owed to BBDC. Accordingly, after reviewing the relevant facts and circumstances available at this time, BBDC recorded a reserve for the estimated uncollectible portion of the receivable. BBDC has continued to supply pharmaceuticals to this customer on a C.O.D. basis.

            In the fourth quarter of fiscal 2000, the Company recorded a $10.7 million restructuring charge representing the estimated cost of (a) consolidating four BBDC distribution centers into larger existing facilities over the next nine months, (b) outsourcing certain BBDC delivery functions and (c) streamlining certain BBDC and other Pharmaceutical Distribution selling and administrative functions. The distribution centers' consolidation is expected to result in operating efficiencies by reducing the number of facilities from 33 to 29. The Albuquerque division was consolidated into the Phoenix facility in October 2000 and the Portland division was consolidated into the Seattle facility in December 2000. By the end of the third quarter of fiscal 2001, the South Bend division is expected to be consolidated into the Williamston and Chicago facilities and the Raleigh division is expected to be consolidated into the Richmond facility.

            In the fourth quarter of fiscal 2000, BBDC recorded a $6.3 million charge primarily reflecting the write-off of capitalized software abandoned in favor of new technology.

PharMerica:

            In the fourth quarter of fiscal 2000, PharMerica recorded a $505.3 million impairment charge to write down the recorded amount of goodwill to its fair value, as determined by an analysis of discounted future operating cash flows. The principal factors which affected the amount and timing of the charge were changes in the regulatory environment which will cause PharMerica's gross margins for the foreseeable future to remain well below those anticipated when the Company acquired PharMerica in April 1999. As previously disclosed, the Medicare Prospective Payment System ("PPS") has resulted in significantly lower drug reimbursement to the long-term care industry since its implementation in late 1998. The Balanced Budget Reconciliation Act, enacted in November 1999, provided minimal relief to the industry. Further efforts to provide legislative relief, including a proposal by the Health Care Financing Administration ("HCFA") during late fiscal year 2000, were not successful, and it now appears unlikely that any significant legislative relief will be forthcoming. In addition, during the fourth quarter of fiscal 2000, PharMerica began to experience the negative impact of two recent regulatory events which reduced reimbursement under state Medicaid programs, and it is expected that such lower reimbursements will continue into future years. The first event was the announcement by approximately 34 states of a significant reduction in Average Wholesale Price ("AWP") reimbursement levels for certain intravenous ("IV") drugs provided to Medicaid beneficiaries. The second event was HCFA's reduction of Federal Upper Limit ("FUL") prices, which are used to set the reimbursement levels for numerous pills and tablets dispensed to Medicaid beneficiaries. The lower estimated future cash flows due to the lower gross margins resulted in a reduction in the fair value of PharMerica's goodwill below book value, necessitating the impairment charge.

            In the fourth quarter of fiscal 2000, PharMerica recorded a $25.7 million special provision for doubtful receivables relating to nursing homes which are owned or operated by Integrated Health Services, Inc. ("I.H.S."), which filed for Chapter 11 bankruptcy protection in February 2000. I.H.S. has not yet issued its reorganization plan to the bankruptcy court, which has made it difficult for the Company to estimate its potential loss. However, during the fourth quarter, additional facts and circumstances became available which indicated that the uncollectible portion of the receivable would be significantly greater than expected at the time of the Chapter 11 filing; accordingly, the Company recorded the special provision. PharMerica has continued to supply pharmaceuticals to this customer on a C.O.D. basis, while it awaits disposition of I.H.S.'s reorganization.

            In the fourth quarter of fiscal 1999, PharMerica recorded a $46.0 million special provision for doubtful receivables, principally relating to pre-acquisition receivables and the adverse effect of Medicare PPS on PharMerica's customer base.

Corporate:

            In the fourth quarter of fiscal 2000, the Company recorded a $4.0 million charge to reflect the cost associated with the negotiated determination of benefits payable to the Company's former chief executive officer under certain employment and severance agreements between the Company and such executive officer.

            In the second and fourth quarters of fiscal 1998, the Company recorded an aggregate $14.6 million of expenses related primarily to the proposed merger with Cardinal Health, Inc., which was terminated on August 7, 1998. In the fourth quarter of fiscal 1998, the Company recorded a $5.3 million charge for the abandonment of capitalized software.

Impairment of Investment:

            In the fourth quarter of fiscal 2000, the Company fully-reserved its $5.0 million investment in the common stock of an Internet fulfillment entity which was in poor financial condition. In December 2000, substantially all of the assets of the Internet entity were sold to a third party. It is expected that all of the proceeds will be used to repay creditors and that there will be no return to the Company.

Income Tax Effect:

            All of the aforementioned special items have a current or deferred income tax benefit (at an approximate 40% rate), except for the PharMerica goodwill impairment charge, which is related to nondeductible goodwill.

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14. Disclosures About Fair Value of Financial Instruments

            The recorded amounts of the Company's cash and cash equivalents, accounts and notes receivable, noncurrent receivables, accounts payable and loans outstanding under the Senior Credit Agreement, the 6 7/8% Debentures and the 7% Debentures at September 30, 2000 approximate fair value. The fair values of the Company's 7 3/8% Notes, 7 1/4% Notes, 8 3/8% Notes and 7.80% Preferred Securities are estimated as follows, based on the market prices of these instruments as of September 30, 2000:

Dollars in thousands	Recorded Amount		Fair Value
7 3/8% Notes	$	149,744	$	140,250
7 1/4% Notes		99,837		86,875
8 3/8% Notes		308,119		228,393
7.80% Preferred Securities		300,000		191,280

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15. Business Segment Information

            The Company is organized based upon the products and services it provides to its customers. The Company's continuing operating segments have been aggregated into three reportable segments: Pharmaceutical Distribution, PharMerica and Other Businesses.

            The Pharmaceutical Distribution segment includes Bergen Brunswig Drug Company ("BBDC"), ASD Specialty Healthcare ("ASD"), Integrated Commercialization Solutions ("ICS") and The Lash Group, Inc. ("Lash"). BBDC sells pharmaceuticals, over-the-counter medicines, health and beauty aids, and other health-related products to hospitals, managed care facilities, independent and chain retail pharmacies, and food/drug combination stores. ASD sells specialty pharmaceutical products to physicians, clinics and other providers in the nephrology, oncology, plasma and vaccines sectors. BBDC and ASD also provide promotional, inventory management and information services to their customers. ICS provides commercial outsourcing services to healthcare product manufacturers, while Lash provides healthcare reimbursement consulting services.

            The PharMerica segment consists solely of the Company's PharMerica operations. PharMerica provides institutional pharmacy products and services to patients in long-term care and alternate site settings, including skilled nursing facilities, assisted living facilities, and residential living communities. It also provides mail order and on-line pharmacy services to injured workers who are receiving workers' compensation benefits, homebound catastrophically-ill patients, and other consumers.

            The Other Businesses segment consists solely of Choice Systems, which sells inventory management software to hospitals and other healthcare providers.

            The segment structure described herein is different from that previously reported due to (a) the elimination of Stadtlander and BBMC, which are now classified as discontinued operations, and (b) realignment of several of the Company's smaller subsidiaries. All fiscal 1999 and 1998 data shown below has been restated to be consistent with the new organizational structure.

            All of the Company's operations are located in the United States or the Commonwealth of Puerto Rico.

            The following tables present segment information for the past three fiscal years (dollars in thousands):

		Net Sales and Other Revenues
Years Ended September 30,			2000			1999			1998
Pharmaceutical Distribution		$	18,141,676		$	15,925,076		$	12,942,180
PharMerica			1,273,928			475,290			-
Other Businesses			1,062			1,720			-
Corporate			343			692			1,559
Intersegment Eliminations			(691,398	)		(264,914	)		-
	Revenues excluding bulk shipments		18,725,611			16,137,864			12,943,739
Bulk shipments of pharmaceuticals to
	customers' warehouses		4,217,291			4,056,479			3,401,651
Total net sales and other revenues		$	22,942,902		$	20,194,343		$	16,345,390

            Management evaluates segment performance based on revenues excluding bulk shipments to customers' warehouses. For further information regarding the nature of bulk shipments, which only occur in the Pharmaceutical Distribution segment, see Note 1.

            Intersegment eliminations represent the elimination of the Pharmaceutical Distribution segment's sales to PharMerica (BBDC is the principal supplier of pharmaceuticals to PharMerica). The $426.5 million increase in fiscal 2000 is primarily due to the inclusion of twelve months of activity as compared to only five months of activity in fiscal 1999. In addition, the monthly volume of intersegment shipments increased during fiscal 2000 in order to support PharMerica's growth.

			Operating Earnings Before Special Items
Years Ended September 30,				2000			1999			1998
Pharmaceutical Distribution - FIFO Basis			$	341,613		$	321,717		$	261,953
LIFO (charges) credits				(11,261	)		(18,163	)		5,300
Pharmaceutical Distribution - LIFO Basis				330,352			303,554			267,253
PharMerica				18,351			11,999			-
Other Businesses				(3,368	)		(1,731	)		-
Corporate				(61,983	)		(52,532	)		(58,644	)
	Total operating earnings, LIFO
		basis before special items		283,352			261,290			208,609
Effect of special items on operating earnings				(592,952	)		(46,000	)		(19,942	)
Total operating earnings (loss), LIFO
	basis including special items		$	(309,600	)	$	215,290		$	188,667

			Operating Earnings Including Special Items
Years Ended September 30,				2000			1999			1998
Pharmaceutical Distribution - LIFO Basis			$	272,373		$	303,554		$	267,253
PharMerica				(512,649	)		(34,001	)		-
Other Businesses				(3,368	)		(1,731	)		-
Corporate				(65,956	)		(52,532	)		(78,586	)
	Total operating earnings (loss), LIFO
		basis including special items		(309,600	)		215,290			188,667
Net interest expense				(112,016	)		(59,223	)		(29,601	)
Impairment of investment				(5,000	)		-			-
Earnings (loss) before taxes on income
	and distributions on preferred
	securities of subsidiary trust		$	(426,616	)	$	156,067		$	159,066

            Segment operating profit is evaluated on both a FIFO and LIFO basis, and both including and excluding special items. Accordingly, two presentations are shown in the tables above. The only operating unit which uses LIFO is BBDC. Certain corporate office expenses of a direct operational nature are charged to the segments, but general corporate overhead is not allocated. Also, interest expense is not allocated to the segments.

            The Pharmaceutical Distribution segment recorded special items aggregating $58.0 million in fiscal 2000. PharMerica recorded special items aggregating $531.0 million in fiscal 2000 and $46.0 million in fiscal 1999. Corporate recorded special items aggregating $4.0 million in fiscal 2000 and $19.9 million in fiscal 1998. For a summary and description of the special items incurred in each segment, see Note 13.

		Identifiable Assets
Years Ended September 30,			2000		1999		1998
Pharmaceutical Distribution		$	3,476,887	$	3,166,996	$	2,567,905
PharMerica			756,734		1,351,807		-
Other Businesses			1,486		1,918		786
Corporate			336,317		194,286		172,517
Net Assets of Discontinued Operations			-		684,445		188,414
	Total identifiable assets	$	4,571,424	$	5,399,452	$	2,929,622

            Segment assets consist principally of accounts receivable, inventory, property, goodwill and other intangibles, and certain prepaid expenses and other assets. Corporate assets consist principally of cash, income taxes receivable, deferred taxes, and certain other assets.

		Depreciation and Amortization of Property
Years Ended September 30,			2000		1999		1998
Pharmaceutical Distribution		$	24,513	$	20,314	$	20,335
PharMerica			18,107		7,717		-
Other Businesses			356		144		-
Corporate			2,618		1,702		1,895
	Total depreciation and amortization	$	45,594	$	29,877	$	22,230

		Amortization of Intangibles
Years Ended September 30,			2000		1999		1998
Pharmaceutical Distribution		$	11,195	$	10,046	$	9,155
PharMerica			25,909		11,101		-
Other Businesses			-		-		-
Corporate			-		18		601
	Total amortization of intangibles	$	37,104	$	21,165	$	9,756

            Depreciation and amortization includes depreciation and amortization of property and intangible assets, as shown on the accompanying Statements of Consolidated Cash Flows.

		Property Acquisitions
Years Ended September 30,			2000		1999		1998
Pharmaceutical Distribution		$	26,495	$	23,770	$	18,559
PharMerica			19,586		11,213		-
Other Businesses			268		1,287		-
Corporate			22,960		4,648		2,276
	Total property acquisitions	$	69,309	$	40,918	$	20,835

            Corporate property acquisitions in fiscal 2000 include $21.2 million for the purchase of the Company's previously-leased headquarters building in Orange, California. Corporate property acquisitions in fiscal 1999 include leasehold improvements, equipment and furniture purchased in connection with a relocation of certain personnel to a supplemental leased facility in Orange, California.

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16. Concentration of Credit Risk

            The Company's trade accounts receivables are concentrated in the health care industry.

            BBDC serves both the retail pharmacy and health systems sectors. Customers in the retail sector principally include independent pharmacies, drug store chains, food/drug combination stores and mail order fulfillment entities. Customers in the health systems sector principally include hospitals, alternative care facilities, health maintenance organizations, and long-term care pharmaceutical providers. During fiscal 2000, BBDC's revenues were comprised of approximately 50% from the retail sector and 50% from the health systems sector. ASD primarily serves physicians in various specialty health systems markets. PharMerica's revenues are principally concentrated with nursing homes, assisted living facilities, and other customers in the long-term care health systems sector.

            Credit risk, especially in the health systems sector, can be affected by changes in government reimbursement policies as well as other economic pressures in the healthcare industry. In particular, PharMerica's long-term care customers have been adversely affected by reductions in Medicare and Medicaid reimbursement levels during the past two years.

            The Company's overall credit risk is moderated because the customer base is diverse and geographically widespread. At September 30, 2000, the largest receivables balance from a single customer comprised approximately 7% of gross accounts receivable as shown on the accompanying Consolidated Balance Sheet.

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17. Subsequent Event

            On December 20, 2000, the Company replaced its Receivables Securitization program (see Note 3) by entering into a new Receivables Securitization agreement with a financial institution. The new agreement, which has a five-year term, provides for a longer commitment by the financial institution than did the prior agreement, which had a one-year term. In addition, the new agreement is designed to give the Company additional availability, improved pricing and more flexibility in the timing of receivable sales. Availability is subject to specified percentages of eligible receivables, as defined in the agreement. The initial maximum availability under the program is $350 million, but the Company has the option to increase the maximum up to $450 million upon payment of an additional fee. If the Company increases the maximum availability above $358 million, the Company will make a corresponding reduction in maximum availability of bank borrowings pursuant to the terms of the Senior Credit Agreement.

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INDEPENDENT AUDITORS' REPORT

To the Directors and Shareowners of
Bergen Brunswig Corporation:

            We have audited the accompanying consolidated balance sheets of Bergen Brunswig Corporation and subsidiaries as of September 30, 2000 and 1999, and the related statements of consolidated earnings, shareowners' equity, and cash flows for each of the three years in the period ended September 30, 2000. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

            We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

            In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Bergen Brunswig Corporation and subsidiaries as of September 30, 2000 and 1999, and the results of their operations and their cash flows for each of the three years in the period ended September 30, 2000, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Costa Mesa, California

November 1, 2000 (except for Note 17 as

to which the date is December 20, 2000)

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ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
	ACCOUNTING AND FINANCIAL DISCLOSURE
	None.

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PART III

ITEM 10. DIRECTORS OF THE REGISTRANT

            The registrant incorporates by reference herein information to be set forth in its definitive proxy statement for its 2001 annual meeting of shareowners that is responsive to the information required with respect to this Item. If such proxy statement is not mailed to shareowners and filed with the Securities and Exchange Commission within 120 days after the end of the registrant's most recently completed fiscal year, the registrant will provide such information by means of an amendment to this Annual Report on Form 10-K.

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ITEM 11. EXECUTIVE COMPENSATION

            The registrant incorporates by reference herein information to be set forth in its definitive proxy statement for its 2001 annual meeting of shareowners that is responsive to the information required with respect to this Item. If such proxy statement is not mailed to shareowners and filed with the Securities and Exchange Commission within 120 days after the end of the registrant's most recently completed fiscal year, the registrant will provide such information by means of an amendment to this Annual Report on Form 10-K.

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ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
	MANAGEMENT

            The registrant incorporates by reference herein information to be set forth in its definitive proxy statement for its 2001 annual meeting of shareowners that is responsive to the information required with respect to this Item. If such proxy statement is not mailed to shareowners and filed with the Securities and Exchange Commission within 120 days after the end of the registrant's most recently completed fiscal year, the registrant will provide such information by means of an amendment to this Annual Report on Form 10-K.

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

            The registrant incorporates by reference herein information to be set forth in its definitive proxy statement for its 2001 annual meeting of shareowners that is responsive to the information required with respect to this Item. If such proxy statement is not mailed to shareowners and filed with the Securities and Exchange Commission within 120 days after the end of the registrant's most recently completed fiscal year, the registrant will provide such information by means of an amendment to this Annual Report on Form 10-K.

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PART IV

ITEM 14.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
	FORM 8-K

(a)	Documents filed as part of this report:
	1.	Financial Statements
			The following Consolidated Financial Statements of
		Bergen Brunswig Corporation and Subsidiaries are included in Part II, Item 8:
			Statements of Consolidated Earnings for the Years
				Ended September 30, 2000, 1999 and 1998
			Consolidated Balance Sheets, September 30, 2000
				and 1999
			Statements of Consolidated Shareowners' Equity for the
				Years Ended September 30, 2000, 1999 and 1998
			Statements of Consolidated Cash Flows for the Years
				Ended September 30, 2000, 1999 and 1998
			Notes to Consolidated Financial Statements
			Independent Auditors' Report
	Financial statements and schedules not listed are omitted because of the absence of the conditions under which they are required or because all material information is included in the consolidated financial statements or notes thereto.

2.	Financial Statement Schedule
		Schedule II - Valuation and Qualifying Accounts	IV - 9

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ITEM 14.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
	FORM 8-K (Continued)

3.	Exhibits
	*2		Agreement and Plan of Merger dated as of January 11, 1999 by and among Bergen Brunswig Corporation, Peacock Merger Corp. and PharMerica, Inc. is set forth as Annex A to the Company's Registration Statement on Form S-4 (file no. 333-74445) dated as of March 16, 1999.
	*3	(a)	Certificate of Amendment to the Restated Certificate of Incorporation dated May 7, 1999, and the Restated Certificate of Incorporation, as amended, is set forth as Exhibit 3 in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999.
	3	(b)	The By-laws as amended and restated, dated as of October 2, 2000.
	*4	(a)	The Indenture for Senior Debt Securities and Indenture for Subordinated Debt Securities, both dated as of May 14, 1999, between the Company and Chase Manhattan Bank and Trust Company, National Association, as Trustee are set forth as Exhibits 4.5 and 4.6 to the Company's Registration Statement on Form S-3/A dated May 14, 1999 (file no. 333-74349)
	*4	(b)	The Senior Indenture for $400,000,000 of Debt Securities dated as of December 1, 1992 between the Company and Chemical Trust Company of California as Trustee is set forth as Exhibit 4.1 to the Company's Registration Statement on Form S-3 dated December 1, 1992 (file no. 33-55136).
			The Company agrees to furnish to the Securities and Exchange Commission, upon request, a copy of each instrument with respect to other issues of long-term debt of the Company, the authorized principal amount of which does not exceed 10% of the total assets of the Company on a consolidated basis.
	*4	(c)	Amended and Restated Rights Agreement, dated as of December 17, 1999, between Bergen Brunswig Corporation and Chase Mellon Shareholder Services, Inc. , as Rights Agent, including all exhibits thereto is set forth as Exhibit 4(c) to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1999.

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ITEM 14.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
	FORM 8-K (Continued)

3.	Exhibits (Continued)
	*10	(a)	Credit Agreement dated as of April 20, 2000, among Bergen Brunswig Corporation; Bergen Brunswig Drug Company; PharMerica, Inc.; Wachovia Bank, N.A.; First Union National Bank and Fleet National Bank; CIT Financial Group; and The Chase Manhattan Bank is set forth as Exhibit 10(a) in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000.
	10	(b)	First Amendment dated September 29, 2000 to the Credit Agreement dated April 20, 2000 among Bergen Brunswig Corporation; Bergen Brunswig Drug Company; PharMerica, Inc.; Wachovia Bank, N.A.; First Union National Bank and Fleet National Bank; CIT Financial Group; and the Chase Manhattan Bank.
	*10	(c)	Amended and Restated Receivables Sale Agreement dated as of February 29, 2000 among Blue Hill, Inc., Bergen Brunswig Drug Company and Wachovia Bank, N.A. and others.
	*10	(d)	First Amendment to Amended and Restated Receivables Sale Agreement dated April 19, 2000 among Blue Hill, Inc., Bergen Brunswig Drug Company and Wachovia Bank, N.A. and others.
			Exhibits 10(c) and 10(d) are set forth as Exhibit 10(b) and 10(c) in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000.
	*10	(e)	Stock Purchase Agreement dated as of June 23, 2000, by and among Bergen Brunswig Medical Corporation, Ransdell Surgical, Inc., Durr Fillauer Medical Inc., Bergen Brunswig Corporation, Allegiance Corporation and Cardinal Health Inc.
	*10	(f)	Asset Purchase Agreement dated as of July 3, 2000, by and among ProCare Pharmacy, Inc., Stadtlander Operating Company, L.L.C., Stadtlander Licensing Company, LLC, Stadtlander Drug of California, L.P., Stadtlander Drug of Hawaii, L.P. and Bergen Brunswig Corporation.
			Exhibits 10(e) and 10(f) are set forth as Exhibit 10(a) and 10(b) in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000.

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ITEM 14.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
	FORM 8-K (Continued)

3.	Exhibits (Continued)
	10	(g)	Asset Purchase Agreement dated as of September 20, 2000, by and among Secure Pharmacy Plus, Inc., Stadtlander Operating Company, L.L.C., Stadtlander Licensing Company, LLC, Stadtlander Drug of California, L.P., Stadtlander Drug of Hawaii, L.P. and Bergen Brunswig Corporation.
	10	(h)	Bergen Brunswig Pre-Tax Investment Retirement Account Plus Employer Contribution Plan, amended and restated as of November 16, 2000.
	10	(i)	Bergen Brunswig Third Amended and Restated Supplemental Executive Retirement Plan, as of September 24, 1998.
	*10	(j)	Bergen Brunswig Corporation 1999 Non-Employee Directors' Stock Plan.
	*10	(k)	Bergen Brunswig Corporation 1999 Management Stock Incentive Plan.
	*10	(l)	Bergen Brunswig Corporation 1999 Deferred Compensation Plan
	*10	(m)	Bergen Brunswig Corporation 1999 Management Stock Accumulation Plan.
	*10	(n)	Bergen Brunswig Corporation 1999 Employee Stock Purchase Plan
			Exhibits 10(j), 10(k), 10(l), 10(m) and 10(n) are set forth as Annexes E, F, G, H and I respectively, to the Company's Registration Statement on Form S-4 (file no. 333-7445) dated as of March 16, 1999.
	**10	(o)	Bergen Brunswig Corporation Deferred Compensation Plan.
	**10	(p)	Director Indemnification Agreement and Amendment to Director Indemnification Agreement.
	*10	(q)	Bergen Brunswig Corporation Bonus Plan as adopted September 1, 1977 and amended October 19, 1990.
	*10	(r)	Amended and Restated 1989 Stock Incentive Plan of Bergen Brunswig Corporation and Subsidiary Companies.

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ITEM 14.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
	FORM 8-K (Continued)

3.	Exhibits (Continued)
	*10	(s)	Retired Officers' Medical Plan
			Exhibit 10(q), 10(r) and 10(s) are set forth as Exhibits 10(e), 10(g) and 10(o) in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997.
	**10	(t)	Bergen Brunswig Corporation Stock Option Plans, other than the Amended and Restated 1989 Stock Incentive Plan and the 1999 Management Stock Incentive Plan.
	*10	(u)	Form of Amended and Restated Capital Accumulation Plan is set forth as Exhibit 10.2 in the Company's Registration Statement on Form S-3 and Amendment No. 1 thereto relating to a shelf offering of $400 million in securities filed February 1, 1996 and March 19, 1996, respectively (file no. 333-631).
	*10	(v)	Amendment No. 1 to the Amended and Restated Capital Accumulation Plan is set forth as Exhibit 10(m) in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1996.
	*10	(w)	Amended and Restated Executive Loan Program dated March 3, 1995 is forth as Exhibit 10(g) in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1995.
	*10	(x)	Employment Agreement and Schedule.
	*10	(y)	Severance Agreement and Schedule
			Exhibits 10(x) and 10(y) above are set forth as Exhibit 10(q) and 10(r) in the Company's Annual Report of Form 10-K for the fiscal year ended September 30, 1994.
	*10	(z)	Stock Purchase Agreement, dated as of November 8, 1998, by and among Stadtlander Drug Co., Counsel Corporation, Stadt Holdings Inc., and the Company is set forth as Exhibit 2.1 to the Company's Report on Schedule 13D, dated November 18, 1998, filed with respect to PharMerica, Inc.
	*10	(aa)	Indenture dated March 13, 1998 related to PharMerica's 8 3/8% Senior Subordinated Notes is set forth as Exhibit 4.9 to PharMerica's Registration Statement on Form S-4 filed May 15, 1998.

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ITEM 14.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
	FORM 8-K (Continued)

	3.	Exhibits (Continued)
		21		List of subsidiaries of Bergen Brunswig Corporation.
		23		Independent Auditors' Consent and Report on Schedule.
		24		Power of Attorney is set forth on the Signature pages in Part IV of this Annual Report.
		27		Financial Data Schedule for the year ended September 30, 2000.
		99	(a)	Statement Regarding Forward-Looking Information.
		*99	(b)	Split Dollar Life Insurance Plan with Robert E. Martini is set forth as Exhibit 99(b) in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997.
		*99	(c)	Item 1 - Legal Proceedings of Part II of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1994, are incorporated herein by reference in Part I, Item 3 of this Annual Report.
*	Document has heretofore been filed with the Securities and Exchange Commission and is incorporated herein by reference and made a part hereof.
**	Incorporated herein by reference to the exhibits filed as part of the Company's Registration Statement on Form S-3 (Registration No. 33-5530) and Amendment Nos. 1 and 2 thereto relating to an offering of $43,000,000 principal amount of 6 7/8% Exchangeable Subordinated Debentures due 2011, filed with the Securities and Exchange Commission on May 8, July 1, and July 8, 1986, respectively.
(b)	Reports on Form 8-K:
	There were no reports filed on Form 8-K during the three months ended September 30, 2000.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

	BERGEN BRUNSWIG CORPORATION
December 27, 2000	By /s/	Robert E. Martini
		Robert E. Martini
		Chairman of the Board and
		Chief Executive Officer

POWER OF ATTORNEY

              KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below, hereby constitutes and appoints Robert E. Martini and Milan A. Sawdei and each of them singly, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including pre-effective amendments and post-effective amendments) to this Annual Report on Form 10-K, and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

SIGNATURE		TITLE	DATE
/s/	Robert E. Martini	Chairman of the Board	December 27, 2000
	Robert E. Martini	and Chief Executive Officer
/s/	Neil F. Dimick	Executive Vice President,	December 27, 2000
	Neil F. Dimick	Chief Financial Officer
		and Director (Principal
		Financial Officer and
		Principal Accounting Officer)
/s/	Jose E. Blanco, Sr.	Director	December 27, 2000
	Jose E. Blanco, Sr.
/s/	Rodney H. Brady	Director	December 27, 2000
	Rodney H. Brady
/s/	Charles C. Edwards, M.D.	Director	December 27, 2000
	Charles C. Edwards, M.D.
/s/	Charles J. Lee	Director	December 27, 2000
	Charles J. Lee
/s/	George R. Liddle	Director	December 27, 2000
	George R. Liddle
/s/	Brent R. Martini	Executive Vice President	December 27, 2000
	Brent R. Martini	and President, Bergen
		Brunswig Drug Company
		and Director
/s/	James R. Mellor	Director	December 27, 2000
	James R. Mellor
/s/	George E. Reinhardt, Jr.	Director	December 27, 2000
	George E. Reinhardt, Jr.
/s/	Francis G. Rodgers	Director	December 27, 2000
	Francis G. Rodgers

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BERGEN BRUNSWIG CORPORATION
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED SEPTEMBER 30, 2000, 1999 AND 1998
Dollars in thousands				Additions
		Balance at		Charged to		Charged to				Balance at
		Beginning		Costs and		Other				End
		of Period		Expenses (1)		Accounts (2)		Deductions (3)		of Period
Year Ended September 30, 2000:
Allowance for Doubtful Receivables*		$	96,793	$	143,306	$	-	$	(56,726)	$	183,373
Year Ended September 30, 1999:
Allowance for Doubtful Receivables*		$	28,823	$	60,549	$	39,405	$	(31,984)	$	96,793
Year Ended September 30, 1998:
Allowance for Doubtful Receivables*		$	27,696	$	10,612	$	24	$	(9,509)	$	28,823
*	Excludes discontinued operations.
(1)	Represents the provision for doubtful receivables, as shown on the Statements of Consolidated Earnings.
(2)	Represents the allowances of acquired entities at the respective acquisition dates (principally $38.3 million
	related to PharMerica in April 1999).
(3)	Represents write-offs of uncollectible accounts, net of recoveries.

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INDEX TO EXHIBITS
EXHIBIT NO.		PAGE NO.
*2	Agreement and Plan of Merger dated as of January 11, 1999 by and among Bergen Brunswig Corporation, Peacock Merger Corp. and PharMerica, Inc. is set forth as Annex A to the Company's Registration Statement on Form S-4 (file no. 333-74445) dated as of March 16, 1999.
*3(a)	Certificate of Amendment to the Restated Certificate of Incorporation dated May 7, 1999, and the Restated Certificate of Incorporation, as amended, is set forth as Exhibit 3 in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999.
3(b)	The By-laws as amended and restated, dated as of October 2, 2000.	102
*4(a)	The Indenture for Senior Debt Securities and Indenture for Subordinated Debt Securities, both dated as of May 14, 1999, between the Company and Chase Manhattan Bank and Trust Company, National Association, as Trustee are set forth as Exhibits 4.5 and 4.6 to the Company's Registration Statement on Form S-3/A dated May 14, 1999 (file no. 333-74349)
*4(b)	The Senior Indenture for $400,000,000 of Debt Securities dated as of December 1, 1992 between the Company and Chemical Trust Company of California as Trustee is set forth as Exhibit 4.1 to the Company's Registration Statement on Form S-3 dated December 1, 1992 (file no. 33-55136).
	The Company agrees to furnish to the Securities and Exchange Commission, upon request, a copy of each instrument with respect to other issues of long-term debt of the Company, the authorized principal amount of which does not exceed 10% of the total assets of the Company on a consolidated basis.
4(c)	Amended and Restated Rights Agreement, dated as of December 17, 1999, between Bergen Brunswig Corporation and Chase Mellon Shareholder Services, Inc. , as Rights Agent, including all exhibits thereto is set forth as Exhibit 4(c) to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1999.
*10(a)	Credit Agreement dated as of April 20, 2000, among Bergen Brunswig Corporation; Bergen Brunswig Drug Company; PharMerica, Inc.; Wachovia Bank, N.A.; First Union National Bank and Fleet National Bank; CIT Financial Group; and The Chase Manhattan Bank is set forth as Exhibit 10(a) in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000.
10(b)	First Amendment dated September 29, 2000 to the Credit Agreement dated April 20, 2000 among Bergen Brunswig Corporation; Bergen Brunswig Drug Company; PharMerica, Inc.; Wachovia Bank, N.A.; First Union National Bank and Fleet National Bank; CIT Financial Group; and the Chase Manhattan Bank.
*10(c)	Amended and Restated Receivables Sale Agreement dated as of February 29, 2000 among Blue Hill, Inc., Bergen Brunswig Drug Company and Wachovia Bank, N.A. and others.
*10(d)	First Amendment to Amended and Restated Receivables Sale Agreement dated April 19, 2000 among Blue Hill, Inc., Bergen Brunswig Drug Company and Wachovia Bank, N.A. and others.
	Exhibits 10(c) and 10(d) are set forth as Exhibit 10(b) and 10(c) in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000.
*10(e)	Stock Purchase Agreement dated as of June 23, 2000, by and among Bergen Brunswig Medical Corporation, Ransdell Surgical, Inc., Durr Fillauer Medical Inc., Bergen Brunswig Corporation, Allegiance Corporation and Cardinal Health Inc.
*10(f)	Asset Purchase Agreement dated as of July 3, 2000, by and among ProCare Pharmacy, Inc., Stadtlander Operating Company, L.L.C., Stadtlander Licensing Company, LLC, Stadtlander Drug of California, L.P., Stadtlander Drug of Hawaii, L.P. and Bergen Brunswig Corporation.
	Exhibits 10(e) and 10(f) are set forth as Exhibit 10(a) and 10(b) in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000.
10(g)	Asset Purchase Agreement dated as of September 20, 2000, by and among Secure Pharmacy Plus, Inc., Stadtlander Operating Company, L.L.C., Stadtlander Licensing Company, LLC, Stadtlander Drug of California, L.P., Stadtlander Drug of Hawaii, L.P. and Bergen Brunswig Corporation.	119
10(h)	Bergen Brunswig Pre-Tax Investment Retirement Account Plus Employer Contribution Plan, amended and restated as of November 16, 2000.	162
10(i)	Bergen Brunswig Third Amended and Restated Supplemental Executive Retirement Plan, as of September 24, 1998.	226
*10(j)	Bergen Brunswig Corporation 1999 Non-Employee Directors' Stock Plan.
*10(k)	Bergen Brunswig Corporation 1999 Management Stock Incentive Plan.
*10(l)	Bergen Brunswig Corporation 1999 Deferred Compensation Plan.
*10(m)	Bergen Brunswig Corporation 1999 Management Stock Accumulation Plan.
*10(n)	Bergen Brunswig Corporation 1999 Employee Stock Purchase Plan
	Exhibits 10(j), 10(k), 10(l), 10(m) and 10(n) are set forth as Annexes E, F, G, H and I respectively, to the Company's Registration Statement on Form S-4 (file no. 333-7445) dated as of March 16, 1999.
**10(o)	Bergen Brunswig Corporation Deferred Compensation Plan.
**10(p)	Director Indemnification Agreement and Amendment to Director Indemnification Agreement.
*10(q)	Bergen Brunswig Corporation Bonus Plan as adopted September 1, 1977 and amended October 19, 1990.
*10(r)	Amended and Restated 1989 Stock Incentive Plan of Bergen Brunswig Corporation and Subsidiary Companies.
*10(s)	Retired Officers' Medical Plan.
	Exhibit 10(q), 10(r) and 10(s) are set forth as Exhibits 10(e), 10(g) and 10(o) in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997.
**10(t)	Bergen Brunswig Corporation Stock Option Plans, other than the Amended and Restated 1989 Stock Incentive Plan and the 1999 Management Stock Incentive Plan.
*10(u)	Form of Amended and Restated Capital Accumulation Plan is set forth as Exhibit 10.2 in the Company's Registration Statement on Form S-3 and Amendment No.1 thereto relating to a shelf offering of $400 million in securities filed February 1, 1996 and March 19, 1996, respectively (file no. 333-631).
*10(v)	Amendment No. 1 to the Amended and Restated Capital Accumulation Plan is set forth as Exhibit 10(m) in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1996.
*10(w)	Amended and Restated Executive Loan Program dated March 3, 1995 is set forth as Exhibit 10(g) in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1995.
*10(x)	Employment Agreement and Schedule.
*10(y)	Severance Agreement and Schedule.
	Exhibits 10(x) and 10(y) above are set forth as Exhibit 10(q) and 10(r) in the Company's Annual Report of Form 10-K for the fiscal year ended September 30, 1994.
*10(z)	Stock Purchase Agreement, dated as of November 8, 1998, by and among Stadtlander Drug Co., Counsel Corporation, Stadt Holdings Inc., and the Company is set forth as Exhibit 2.1 to the Company's Report on Schedule 13D, dated November 18, 1998, filed with respect to PharMerica, Inc.
*10(aa)	Indenture dated March 13, 1998 related to PharMerica's 8 3/8% Senior Subordinated Notes is set forth as Exhibit 4.9 to PharMerica's Registration Statement on Form S-4 filed May 15, 1998.
21	List of subsidiaries of Bergen Brunswig Corporation.	263
23	Independent Auditors' Consent and Report on Schedule	264
24	Power of Attorney is set forth on the Signature pages in Part IV of this Annual Report.
27	Financial Data Schedule for the year ended September 30, 2000.	265
99(a)	Statement Regarding Forward-Looking Information.	266
*99(b)	Split Dollar Life Insurance Plan with Robert E. Martini is set forth as Exhibit 99(b) in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997.
*99(c)	Item 1 - Legal Proceedings of Part II of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1994, are incorporated herein by reference in Part I, Item 3 of this Annual Report.
*	Document has heretofore been filed with the Securities and Exchange Commission and is incorporated herein by reference and made a part hereof.
**	Incorporated herein by reference to the exhibits filed as part of the Company's Registration Statement on Form S-3 (Registration No. 33-5530) and Amendment Nos. 1 and 2 thereto relating to an offering of $43,000,000 principal amount of 6 7/8% Exchangeable Subordinated Debentures due 2011, filed with the Securities and Exchange Commission on May 8, July 1, and July 8, 1986, respectively.

EX-3 2 exh3b.htm EXHIBIT 3(B)

Exhibit 3(b)

AMENDED AND RESTATED BY-LAWS

BERGEN BRUNSWIG CORPORATION

AS OF OCTOBER 2, 2000

__________________________________

ARTICLE I

Office

                Section 1.         Principal Office. The principal office of the corporation is hereby fixed and located at 4000 Metropolitan Drive, in the City of Orange, County of Orange, and State of California. The board of directors is hereby granted full power and authority to change said principal office to another office within or without the State of California.

                Section 2.         Other Offices. Branch or subordinate offices may at any time be established by the board of directors at any place or places where the corporation is qualified to do business.

ARTICLE II

Meeting of Shareholders

                Section 1.         Place of Meetings. All meetings of shareholders shall be held at the principal office of the corporation or at such other place as may be designated by the board of directors or its executive committee and stated in the notice of the meeting.

                Section 2.         Annual Meetings. An annual meeting of the shareholders of the corporation shall be held on such day and at such hour as shall be fixed by the board of directors and designated in the notice of the meeting.

                Section 3.         Special Meetings. Special meetings of the shareholders may be called for any purpose and at any time by the chairman of the board, the president or by the board of directors or as provided in the certificate of incorporation.

                Section 4.         Notice of Meetings. Written notice of the time, place and purposes of annual and special meetings of shareholders shall be given to each shareholder entitled to vote at such meeting at least ten (10) days and not more than sixty (60) days before the date of such meeting, either personally or by mail, charges prepaid, addressed to such shareholder at his address appearing on the books of the corporation.

                Section 5.         Record Date. The board of directors shall fix the record date for determination of shareholders entitled to notice of and to vote at any annual or special meeting of shareholders. Such record date shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting.

                Section 6.         Nominations of Directors and Proposals of Business To Be Considered. (a) Nominations of persons for election to the board of directors of the corporation and the proposal of business to be considered by the shareholders may be made at an annual meeting of shareholders (i) pursuant to the corporation's notice of such annual meeting, (ii) by or at the direction of the board of directors or (iii) by any shareholder of the corporation who was a shareholder of record at the time of giving of the notice provided for in this Article II, Section 6 and who is entitled to vote at the meeting, provided that such shareholder has complied with the notice procedures set forth in this Article II, Section 6.

                                (b)         For nominations or other business to be properly brought before an annual meeting by a shareholder pursuant to clause (iii) of paragraph (a) of this Article II, Section 6, the shareholder must have given timely notice thereof in writing to the secretary of the corporation. To be timely, a shareholder's notice shall be delivered to the secretary at the principal executive offices of the corporation not less than sixty (60) days nor more than ninety (90) days prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than thirty (30) days or delayed by more than sixty (60) days from such anniversary date, notice by the shareholder to be timely must be so delivered not earlier than the ninetieth (90th) day prior to such annual meeting and not later than the close of business on the later of the sixtieth (60th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made. Such shareholder's notice shall set forth (i) as to each person whom the shareholder proposes to nominate for election or reelection as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (including, without limitation, such person's name, address and principal occupation and such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (ii) as to any other business that the shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any financial or other interest in such business of such shareholder and the beneficial owner, if any, on whose behalf the proposal is made; and (iii) as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (1) the name and address of such shareholder, as they appear on the corporation's books, and of such beneficial owner and (2) the class and number of shares of the corporation which are owned beneficially and of record by such shareholder and such beneficial owner.

                                (c)         Notwithstanding anything in the second sentence of paragraph (b) of this Article II, Section 6 to the contrary, in the event that the number of directors to be elected to the board of directors of the corporation is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased board of directors made by the corporation at least seventy (70) days prior to the first anniversary of the preceding year's annual meeting, a shareholder's notice required by this Article II, Section 6 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the secretary at the principal executive offices of the corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the corporation.

                                (d)         Only such persons who are nominated in accordance with the procedures set forth in this Article II, Section 6 shall be eligible to serve as directors and only such business shall be conducted at an annual meeting of shareholders as shall have been brought before the meeting in accordance with the procedures set forth in this Article II, Section 6; provided, however, that the presiding officer of the meeting may elect, for good cause shown, to waive one or more of the procedures of this Article II, Section 6. The presiding officer of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in this Article II, Section 6 and, if any proposed nomination or business is not in compliance with this Article II, Section 6 and the presiding officer elects not to waive such non-compliance, to declare that such defective proposed business or nomination shall be disregarded.

                                (e)         For purposes of this Article II, Section 6, "public announcement" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or a comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

                                (f) Notwithstanding the foregoing provisions of this Article II, Section 6, a shareholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Article II, Section 6. Nothing in this Article II, Section 6 shall be deemed to affect any rights of shareholders to request inclusion of proposals in the corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act.

                Section 7.         Quorum. Except as otherwise provided in the certificate of incorporation, the presence in person or by proxy of the holders of a majority of any class or series voting separately at a meeting and a majority of any two or more classes voting together as a class at such meeting shall constitute a quorum for the transaction of business; if any matter to come before the meeting requires a vote of less than all the outstanding classes, then the presence in person or by proxy of the holders of a majority of the class or classes or series having the right to vote on such matter or matters shall constitute a quorum for the transaction of such business. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

                Section 8.         Adjourned Meetings and Notice Thereof. Any shareholders' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the shares the holders of which are either present in person or represented by proxy at such meeting, but in the absence of a quorum no other business may be transacted at such meeting; provided, however, that if a quorum of any class or series is present and objects to such adjournment, the meeting shall not be adjourned.

                                When any shareholders' meeting, either annual or special, is adjourned for more than thirty days, notice of the adjourned meeting shall be given as in the case of an original meeting. If any such meeting is adjourned for thirty days or less, however, and the time and place of the adjourned meeting is announced at the meeting at which the adjournment is taken, and the only business transacted at the adjourned meeting is such as might have been transacted at the original meeting, no further notice of the adjourned meeting need be given to shareholders. If after the adjournment, the board of directors fixes a new record date for the adjourned meeting, however, a notice of the adjourned meeting shall be given to each shareholder of record on the new record date.

                Section 9.         Voting. Shareholders shall vote their stock in the manner provided in the certificate of incorporation as amended from time to time. Shares held by the corporation shall not be voted at any meeting of shareholders for any purpose.

                Section 10.         Proxies. Every shareholder entitled to vote at a meeting of shareholders may authorize another person or persons to act for him by proxy. Every proxy shall be executed in writing by the shareholder or his agent, except that a proxy may be given by a shareholder or his agent by telegram or cable or by any means of electronic communication which results in a writing. No proxy shall be valid after eleven months from the date of its execution unless a longer time is expressly provided therein. Unless it states that it is irrevocable and is coupled with an interest either in the stock itself or in the corporation, a proxy shall be revocable at will. A proxy shall not be revoked by the death or incapacity of the shareholder but the proxy shall continue to be in force until revoked by the personal representative or guardian of the shareholder. The presence at a meeting of any shareholder who has given a proxy does not revoke the proxy unless the shareholder files written notice of the revocation with the secretary of the meeting prior to the voting of the proxy or votes the shares subject to the proxy by written ballot. A person named in a proxy as the attorney or agent of a shareholder may, if the proxy so provides, substitute another person to act in his place, including any other person named as an attorney or agent in the same proxy. The substitution shall not be effective until an instrument effecting it is filed with the secretary of the corporation.

                Section 11.         Officers of Meetings. The chairman of the board, if present, shall preside at all meetings of shareholders. In his absence, the president, if present, shall preside. In his absence, the vice president of the corporation who has held that office for the longest period of those present at the meeting shall preside. The secretary of the corporation shall, if present, act as secretary of all meetings of shareholders. In his absence, any assistant secretary of the corporation who is present shall act as secretary of the meeting. If no assistant secretary is present, a temporary secretary for that particular meeting shall be elected.

                Section 12.         Order of Business. The order of business at all meetings of the shareholders, unless changed by a majority vote of the shares entitled to vote at such meeting, shall be as follows: (i) call to order; (ii) proof of mailing of notice of meeting, proxy and proxy statement; (iii) report on presence of a quorum; (iv) reading or waiver of minutes of preceding meeting; (v) election of directors; (vi) vote on other proposals; (vii) report of officers; and (viii) other business and adjournment.

                Section 13.         Voting List. The secretary or any assistant secretary shall produce at each shareholders' meeting a list of shareholders entitled to vote at the meeting or any adjournment thereof. Such list shall (a) be arranged alphabetically within each class and series, with the address of, and the number of shares held by, each shareholder, (b) be subject to the inspection of any shareholder for reasonable periods during the meeting, and (c) be prima facie evidence as to persons who are the shareholders entitled to examine such list or to vote at the meeting.

                Section 14.         Action by Shareholders Without a Meeting. In order that the corporation may determine the shareholders entitled to consent to corporate action in writing without a meeting pursuant to Section 14A:5-6 of the New Jersey Business Corporation Act, any shareholder of record seeking to have the shareholders authorize or take corporate action by written consent shall, by written notice to the secretary, request that the board of directors set a record date. Upon receipt of such written notice, or in the absence of such written notice at any time at its election, the board of directors may, as it deems appropriate and in the best interests of the corporation, adopt a resolution setting a record date for purposes of determining the shareholders entitled to consent to corporate action in writing without a meeting. Any record date set by the board of directors pursuant to this Section 14 shall not precede, and shall not be more than ten (10) days after, the date on which the resolution setting the record date is adopted by the board of directors.

ARTICLE III

Board of Directors

                Section 1.         Number of Directors. The board of directors of the corporation shall be composed of not less than nine (9) nor more than fifteen (15) until changed by an amendment of the certificate of incorporation duly adopted by the shareholders of the corporation.

                                The board of directors, following the adoption of these amended by-laws, shall consist of eleven (11) members and one Director Emeritus. The number of directors may be increased or decreased within the foregoing limitations by an amendment to this Section 1 of Article III duly adopted by the board of directors.

                Section 2.         Term of Office; Classification of Directors. The board shall be divided into three classes, which shall be denominated Classes I, II and III, respectively. The number of directors in each class shall be as nearly equal as possible

                                                At each meeting of shareholders, directors shall be elected to fill the directorships of the Class of directors whose terms have expired. Those directors shall hold office until the third successive annual meeting of shareholders after their election and until their successors shall have been elected and qualified, so that directors elected at annual meetings of shareholders shall each be elected for a three year term, and that the term of one class of directors shall expire at each annual meeting.

                Section 3.         Resignation and Removal. Any director may resign at any time. Any director may be removed with or without cause as provided in the certificate of incorporation. A special meeting for the purpose of removing a director may be called for by the chairman of the board, the president or the board of directors. Notice of such meeting shall be given to all the shareholders of Class A Common Stock in the manner provided by these by-laws for any annual or special meeting. A new director to fill the vacancy caused by resignation or removal may be elected at the special meeting called for the purpose of removing such director, at any subsequent annual or special meeting of shareholders, or by the board of directors. If such director is elected at a special meeting of shareholders, he shall serve until the term of the removed director would have expired and thereafter until his successor shall have been elected and qualified.

                Section 4.         Vacancies. If any vacancy should occur in the board of directors for any reason whatsoever, such vacancy may be filled by a majority of the remaining directors. Each director so elected shall hold office until the next succeeding annual or special meeting of the shareholders and thereafter until his successor shall have been elected and qualified.

                                A vacancy or vacancies in the board of directors shall be deemed to exist in the case of the death, resignation or removal of any director, or if the authorized number of directors be increased, or if the shareholders fail at any special meeting of the shareholders at which any director or directors are elected to elect the authorized number of directors to be voted for at that meeting. No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of his term of office.

                                Subject to the provisions of the certificate of incorporation, the shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors. If the board of directors accepts the resignation of a director tendered to take effect at a future time, the board or the shareholders shall have the power to elect a successor to take office when the resignation is to become effective.

                                If the chairman of the board, the president or the board of directors shall so direct, the secretary shall promptly call a special meeting of shareholders to elect a director to fill such vacancy. Any director so elected shall hold office for a term which is not inconsistent with Section 2 of Article III of these by-laws, and thereafter until his successor shall have been elected and qualified.

                                If a vacancy of all directors shall occur, the president or secretary shall promptly call a special meeting of the shareholders to elect directors to fill such vacancies. The persons so elected shall hold office until the next annual meeting of shareholders and thereafter until their respective successors shall have been elected and qualified.

                Section 5.         Place of Meeting. The board of directors may hold its meetings at such place or places within or without the State of New Jersey as the board may from time to time determine.

                Section 6.         Regular Meetings. Regular meetings of the board of directors shall be held on such day in March or April, June or July and September or October as shall be determined from time to time by the board, at 10:00 a.m. or at such other time designated by the board on such day; provided, however, that should said day fall upon a legal holiday, then any such meeting shall be held at the same hour and place on the next succeeding day which is not a legal holiday. A fourth regular meeting of the board of directors shall take place immediately following the conclusion of the annual meeting of shareholders. At the regular meeting of the board held immediately following the annual meeting of shareholders, the board of directors shall organize and elect officers.

                Section 7.         Special Meetings. Special meetings of the board of directors for any purpose or purposes may be called at any time by the chairman of the board, the president, or by any three (3) directors.

                Section 8.         Notice of Meetings. Notice of the place of each regular meeting of the board, and notice of the time and place of each special meeting of the board, shall be given in writing to each director either by hand delivery, facsimile transmission, mail or national courier service such as Federal Express, to the address or facsimile number, as the case may be, of such director as shown upon the records of the corporation. If such notice is delivered by hand or by facsimile transmission, it shall be delivered or transmitted, as the case may be, at least twenty-four (24) hours prior to the time of the holding of the meeting. If such notice is delivered by mail or national courier service, it shall be sent either by overnight mail or national courier service (next day delivery), in which case it shall be deposited with the overnight mail or national courier service at least two days prior to the time of the holding of the meeting, or by airmail, in which case it shall be deposited in the United States Mails at least one week prior to the time of the holding of the meeting. Such hand delivery, facsimile transmission, mailing or national courier service delivery, as above provided, shall be due, legal and personal notice to such director.

                Section 9.         Waiver of Notice and Consent. The transactions of any meeting of the board, however called and noticed or wherever held, shall be as valid as though such meeting had been duly held after a regular call and notice, if a quorum be present and if, before or after the meeting, each of the directors not present signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

                Section 10.         Action without Meeting. Any action required or permitted to be taken by the board of directors by law or these by-laws may be taken without a meeting, if, prior or subsequent to such action, all members of the board shall individually or collectively consent in writing to such action. Each such written consent or consents shall be filed with the minutes of the proceedings of the board. Such action by written consent shall have the same force and effect as a unanimous vote of such directors, for all purposes.

                Section 11.         Quorum. A majority of the entire board of directors shall constitute a quorum for the transaction of business.

                Section 12.         Voting. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the board of directors. In determining the presence of a quorum and the result of a vote taken by the board, no distinction shall be made among the directors with respect to the class or classes or series of shareholders which elected them.

                Section 13.         Presiding Officer. The chairman of the board shall preside at all meetings of the board at which he is present. In the absence of the chairman of the board, the president shall preside. If the secretary of the corporation or any assistant secretary is present, he shall record the minutes of the meeting, and if neither of them is present the board shall designate a secretary to record the minutes of the meeting.

                Section 14.         Adjournment. A quorum of the directors may adjourn any directors' meeting to meet again at a time and place fixed in the resolutions adjourning such meeting, and no notice of the time and place of the adjourned meeting need be given if the period of adjournment does not exceed ten days in any one adjournment. A meeting of directors at which less than a quorum is present may also be adjourned until the next regular meeting of the board.

                Section 15.         Directors Emeritus. The title of director emeritus may be conferred by the board of directors upon any former director of the corporation or of a corporation acquired by the corporation who, in the judgment of the board, has brought credit and distinction to this corporation, or such acquired corporation, through long and faithful service. The title hereby created is honorary only and does not carry with it the powers, duties or obligations of a director of this corporation or any other power, duty or obligation. The title may be conferred upon as many persons as the board deems appropriate. A director emeritus shall not be deemed a director or member of the board of directors but may attend meetings of the board and, upon invitation of the chairman, may take part in the deliberative proceedings of the board, but may not vote.

                Section 16.         Fees and Compensation. Directors shall receive for attendance at each regular or special meeting of the board a fixed sum and expenses of attendance, if any, and an annual fee for service as a director, such as may be allowed by resolution of the board. The board of directors may, if it so desires, fix one fee for directors who are officers or employees of the corporation (or who are receiving retirement benefits from it or a subsidiary or under a pension trust of a subsidiary) and a higher fee for other directors. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

ARTICLE IV

Committees

                Section 1.         Establishment of Committees. The board of directors may, by resolution adopted by a majority of the entire board, designate an executive committee, consisting of the chairman of the board, and ten (10) other directors, and may at any time designate additional committees, each of which shall consist of two (2) or more directors. Subject to the limitations contained in Section 8 of this Article IV, the executive committee shall have the maximum authority permitted by law in effect at the time of the exercise of such authority and each other committee shall have such authority, not exceeding the authority of the executive committee, as is provided by the board of directors in the resolutions creating such committee.

                Section 2.         Presiding Officer and Secretary. The Board of Directors shall select a member of the board to be chairman of the executive committee. Each other committee of the board of directors shall choose one of its members to act as chairman. Each committee shall, from time to time, designate a secretary of the Committee who shall keep a record of its proceedings.

                Section 3.         Vacancies. Vacancies occurring from time to time in the membership of any committee may be filled by a majority of the entire board for the unexpired term of the member whose death, resignation, removal or disability causes such vacancy, and shall be so filled, if, as the result of such vacancy, there shall be less than three (3) directors on the executive committee or less than two (2) directors on any other committee, or, in the case of the executive committee, if the chief executive officer should be the one whose death, resignation, removal or disability causes such vacancy.

                Section 4.         Meetings. Each committee shall adopt its own rules of procedure and shall meet at such stated time as it may, by resolution, appoint, and shall also meet whenever called together by the chairman of the board or the chief executive officer.

                Section 5.         Notice of Meetings. If the committee established regular meeting dates, it shall not be necessary to give notice of any such regular meeting. Notice of every special meeting shall be given in the manner and within the time periods specified in Section 8 of Article III with respect to notices of special meetings of the board of directors. Notice of any special meeting may be waived in writing by all of the absent members of the committee either before or after the meeting.

                Section 6.         Quorum. A quorum at any meeting of any committee shall be not less than one-half (1/2) of the entire committee. In the case of the executive committee, however, a quorum shall be not less than three (3) members. Every act or decision done or made by a majority of the directors present at a committee meeting duly held at which a quorum is present shall be regarded as the act of the committee.

                Section 7.         Reports. Actions taken at a meeting of any committee shall be reported to the board at its next meeting following such committee meeting, except that when the meeting of the board is held within two (2) days after the committee meeting, such report shall, if not made at the first meeting, be made to the board at the second meeting following such committee meeting.

                Section 8.         Limitation of Powers. No committee of the board of directors shall have authority to do any of the following:

                                (a)         make, alter or repeal any by-law of the corporation;

                                (b)         elect or appoint any director, or remove any officer or director;

                                (c)         submit to shareholders any action that requires shareholders' approval;

                                (d)         amend or repeal any resolution theretofore adopted by the board which by its terms is amendable or repealable only by the board;

                                (e)         fix the compensation of any officer who is a member of the committee for serving as an officer of the corporation.

                Section 9.         Additional Powers of the Board. The board shall have the power, with respect to existing committees, to

                                (a)         fill any vacancy in any such committee;

                                (b)         appoint one or more directors to serve as alternative members of any such committee to act in the absence or disability of members of any such committee with all the powers of such absent or disabled members;

                                (c)         abolish any such committee at its pleasure; and

                                (d)         remove any director from membership on such committee at any time, with or without cause.

ARTICLE V

Officers

                Section 1.         Officers Enumerated. The Board of Directors shall designate and elect the officers of the corporation which shall include but shall not be limited to a Chairman of the Board, a Chief Executive Officer, [ a President,] two or more members of the office of the President, one or more Executive Vice Presidents, Senior Vice Presidents and Vice Presidents, a Treasurer, one or more Assistant Treasurers, a Secretary and one or more Assistant Secretaries. Any two or more offices may be held by the same person, except that no officer shall execute, acknowledge, or verify any instrument in more than one capacity as such instrument is required by law or by the By-Laws to be executed, acknowledged, or verified by two or more officers. The Chairman of the Board and the Chief Executive Officer shall be directors. The office of the President shall initially have four members, each of whom shall be an Executive Vice President of the Corporation who shall have the duties and powers normally pertaining to the President of the Corporation but shall be limited to those divisions or subsidiaries for which he or she is responsible.

                Section 2.         Additional Officers. The board of directors may from time to time elect such other officers as it shall deem necessary, who shall hold their offices for such terms and have such powers and perform such duties as shall be prescribed from time to time by the board.

                Section 3.         Election and Term of Office. Each officer shall hold office until the next annual election of officers, and until his successor has been elected and qualified, unless he is earlier removed. All officers of the corporation shall hold office at the pleasure of the board of directors.

                Section 4.         Vacancies. Any vacancy in an enumerated office or in any other office may be filled by the board of directors.

                Section 5.         Removal and Resignation. Any officer may be removed, either with or without cause, by a majority of the directors at any regular or special meeting of the board or by any officer upon whom such power of removal may be conferred by the board. Removal of an officer shall be without prejudice to his or her contract rights, if any. Election to a corporate office shall not, in and of itself, create contractual rights. Any officer may resign at any time by giving written notice to the board or to the president. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

                Section 6.         Powers and Duties. The officers shall each have such authority and perform such duties in the management of the corporation as from time to time may be prescribed by the board of directors or the executive committee and as may be delegated by the chairman of the board or the Chief Executive Officer. Without limiting the foregoing,

                                (a) Chairman of the Board. The Chairman of the Board shall preside at all meetings of shareholders and at all meetings of the directors. He shall generally possess such powers and perform such duties as usually pertain to the office of the Chairman and to the office of the Chief Executive Officer.

                                (b) Chief Executive Officer. The Chief Executive Officer of the Corporation shall, subject only to the direction and control of the Chairman of the Board and the Board of Directors, have general charge of, supervision over and responsibility for the business and affairs of the Corporation. The Chief Executive Officer shall generally possess such powers and perform such duties as usually pertain to the office of a President of a New Jersey business corporation. In the absence of the Chairman of Board, the Chief Executive Officer shall preside at all meetings of Shareholders and of the Board of Directors.

                                (c)         President. The president shall generally possess such powers and perform such duties as usually pertain to the office of the president of a New Jersey business corporation, including power to supervise the business and activities of the corporation and to instruct, direct and control its other officers, agents and employees, and shall perform such other duties as the chairman of the board or the chief executive officer shall direct. In the absence of the chairman of the board and the chief executive officer, he shall preside at all meetings of shareholders and of the board of directors.

                                (d) Members of the Office of the President. Each member of the Office of the President shall generally possess such powers and perform such duties as usually pertain to the Office of the President but shall be limited to the divisions or businesses for which he or she has responsibility. Such powers and duties shall include the power to supervise the businesses and activities of such divisions and to instruct, direct and control the other officers, agents and employees of those divisions and to perform such other duties as the Chairman of the Board or the Chief Executive Officer shall direct.

                                (e)         Vice President. The corporation shall have one or more vice presidents as determined by the board of directors. The board of directors may designate one or more of such vice presidents as executive vice president or senior vice president. All vice presidents shall have such authority and shall perform such duties as may be delegated from time to time by the chairman of the board, the chief executive officer or the board of directors. Unless otherwise ordered by the board of directors, any vice president may sign contracts or other instruments authorized either generally or specifically by the board of directors.

                                (f)         Secretary. The secretary or any assistant secretary shall cause notices of all meetings to be served as prescribed in these by-laws and shall keep the minutes of all meetings of the shareholders, board of directors and all committees of the board of directors or shareholders, and shall have charge of the seal of the corporation. He shall perform such other duties and possess such other powers as pertain to his office or as are assigned to him by the chairman of the board, the chief executive officer, the president or the board of directors.

                                (g)         Treasurer. The treasurer shall have the custody of the funds and securities of the corporation and shall keep or cause to be kept regular books of account for the corporation. He shall account to the chairman of the board, the chief executive officer or the board of directors whenever they may require concerning all his transactions as treasurer and concerning the financial condition of the corporation. The treasurer shall perform such other duties and possess such other powers as are incident to his office or as shall be assigned to him by the chairman of the board, the chief executive officer, or the board of directors.

                                (h)         Controller. The Controller shall have the immediate responsibility for the corporation's accounting practices, maintenance of its fiscal records, preparation of its financial reports and the responsibility for general accounting, cost accounting and budgetary controls functions of the corporation. He shall be under the broad administrative direction of the Vice President, Financial and Chief Financial Officer, and shall perform such other duties and possess such other powers as are incident to his office or as shall be assigned to him by the chairman of the board, the chief executive officer, or the board of directors.

ARTICLE VI

Capital Stock and Other Securities

                Section 1.         Issuance of Stock and Other Securities. Certificates of any class of capital stock of the corporation and certificates representing any other securities of the corporation shall be signed by the president or any vice president and may be countersigned by the secretary or the treasurer or the assistant secretary. Any or all signatures upon a certificate may be a facsimile. Such certificates shall be sealed with the seal of the corporation, or shall bear a facsimile of such seal; and such certificates shall be registered in such manner as the board of directors may by resolution prescribe.

                Section 2.         Lost, Stolen and Destroyed Certificates. In case of lost, stolen or destroyed certificates, new certificates may be issued to take their place upon receipt by the corporation of such bond of indemnity and under such regulations as shall be prescribed by the board of directors, but the giving of a bond of indemnity may be waived by the board.

                Section 3.         Transfer of Securities. Shares of capital stock or any other registered securities of the corporation shall be transferable on the books of the corporation by the holder thereof in person or by his authorized attorney upon surrender for cancellation to the transfer agent for such security of an outstanding certificate or certificates for the same number of shares or other security with an assignment and authorization to transfer endorsed thereon or attached thereto, duly executed, together with such proof of the authenticity of the signature and of the power of assignor to transfer such securities as the corporation or its agents may require.

                Section 4.         Record Date for Dividends or Rights. The board of directors may fix a record date in advance as of which shares of stock shall be held of record to entitle a shareholder to the payment of any dividend, to the allotment of rights, or to exercise rights in respect to any change, conversion or exchange of capital stock of the corporation. Such record date shall not precede by more than sixty (60) days the date of such dividend payment, or such allotment of rights, or the date when such change, conversion or exchange of capital stock shall take effect. Only shareholders of record on such record date shall be entitled to receive or exercise such rights or benefits when they shall accrue, notwithstanding any transfer of any stock on the books of the corporation subsequent to the record date which is fixed.

                Section 5.         Issue of New Shares or Sale of Treasury Stock. Shares of the capital stock of the corporation which have been authorized but not issued and treasury shares may be issued or sold from time to time and for such consideration as may be determined by the board of directors.

ARTICLE VII

Corporate Seal

                Section 1.         Form and Use. The corporate seal shall have inscribed thereon the name of the corporation, the year of its incorporation, and the words "Corporate Seal, New Jersey". The seal may be used by causing it or a facsimile thereof to be impressed or reproduced on a document or instrument, or affixed thereto.

ARTICLE VIII

Fiscal Year

                Section 1.         Time. The fiscal year of the corporation shall commence on October 1 of each calendar year.

ARTICLE IX

Amendments

                Section 1.         Amendments by Shareholders. These by-laws may be altered, amended or repealed and new by-laws may be added by the shareholders.

                Section 2.         Amendments by the Board of Directors. Subject to the right of the shareholders provided in Section 1 of this Article IX to adopt, amend or repeal the by-laws, the board of directors may adopt, amend or repeal these by-laws; provided, however, that a by-law or amendment thereto changing the number of directors may be adopted, amended or repealed by the board of directors only for the purpose of fixing the exact number of directors within the limits specified in Article III, Section 1, hereof.

ARTICLE X

Miscellaneous

                Section 1.         Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner, manually or by facsimile signature, as shall be determined from time to time by the board of directors.

                Section 2.         Execution of Contracts. The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances and, unless so authorized by the board of directors, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

                Section 3.         Voting Shares of Other Corporations. The chairman of the board, the chief executive officer or any vice president is hereby authorized to vote, represent and exercise on behalf of this corporation all rights incident to any and all shares of stock of any other corporation or corporations standing in the name of this corporation. The authority herein granted may be exercised on behalf of the corporation by such officers either in person or by proxy.

                Section 4.         Employee Benefit Plans. The corporation, by resolution of the board of directors, may adopt any one or more of the following plans for the benefit of some or all employees, as hereinafter defined, and their families, dependents or beneficiaries:

                                (a)         plans providing for the sale or distribution of its shares of any class or series, held by it or issued or purchased by it for the purpose, including stock option, stock purchase, stock bonus, profit-sharing, savings, pension, retirement, deferred compensation and other plans of similar nature, whether or not such plans also provide for the distribution of cash or property other than its shares;

                                (b)         plans providing for payments solely in cash or property other than shares of the corporation, including profit-sharing, bonus, savings, pension, retirement, deferred compensation and other plans of similar nature; and

                                (c)         plans for the furnishing of medical service, life, sickness, accident, disability or unemployment insurance or benefits; education; housing, social and recreational service; and other similar aids and services.

                The term "employees" as used in this Section means employees, officers, directors, and agents of the corporation or any subsidiary thereof, or other persons who are or have been actively engaged in the conduct of the business of the corporation or any subsidiary thereof, including any who have retired, become disabled or died prior to the establishment of any plan heretofore or hereafter adopted.

                Section 6.         Director Loans. The corporation may lend money to or guarantee any obligation of, or otherwise assist any director of the corporation or of any subsidiary, whenever, in the judgment of the board of directors, such loan, guarantee or assistance may reasonably be expected to benefit the corporation. Any such loan, guarantee or other assistance may be made only when authorized by a majority of the entire board of directors and may be made with or without interest and whether unsecured or secured in such manner as the board shall approve, including, without limitation, by a pledge of shares of the corporation, and may be made upon such other terms and conditions as the board may determine. A director shall be disqualified from voting on any loan, guarantee or other assistance proposed to be made to him or her pursuant to this section. The statutory power of the board of directors to make such loans and guarantees and to provide other assistance to employees of the corporation other than directors shall not in any way be limited to this section.

                                By order of the board of directors of Bergen Brunswig Corporation this 2nd day of October, 2000.

Secretary

[ Seal ]

EX-3

Exhibit 3(b) - Amended and Restated By-Laws

EX-10

Exhibit 10(b)

                FIRST AMENDMENT dated as of September 29, 2000 (this "Amendment"), to the Credit Agreement dated as of April 20, 2000 (the "Credit Agreement") among BERGEN BRUNSWIG CORPORATION (the "Company") BERGEN BRUNSWIG DRUG COMPANY, PHARMERICA, INC., the other BORROWING SUBSIDIARIES party hereto, the LENDERS party hereto, and THE CHASE MANHATTAN BANK, as Administrative Agent.

                A.         Pursuant to the Credit Agreement, the Lenders and the Issuing Banks have extended credit to the Company and the Borrowing Subsidiaries, and have agreed to extend credit to the Company and the Borrowing Subsidiaries, in each case pursuant to the terms and subject to the conditions set forth therein.

                B.         The Company has informed the Administrative Agent that it seeks an amendment of the Credit Agreement as set forth herein.

                C.         The Required Lenders are willing to agree to such amendment pursuant to the terms and subject to the conditions set forth herein.

                D.         Each capitalized term used and not otherwise defined herein shall have the meaning assigned to such term in the Credit Agreement.

                Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

                                SECTION 1.         Amendments to the Credit Agreement.

                (a)         The definition of "Consolidated Cash Interest Expense" in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

                                ""Consolidated Cash Interest Expense" means, for any period, the excess of (a) the sum of (i) the interest expense (including imputed interest expense in respect of Capital Lease Obligations and including all distributions in respect of the Trust Preferred) of the Company and the Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, (ii) any interest accrued during such period in respect of Indebtedness of the Company or any Subsidiary that is required to be capitalized rather than included in consolidated interest expense for such period in accordance with GAAP, (iii) all discount, interest, fees, premiums and other charges in respect of all Securitizations for such period, plus (iv)  any cash payments made during such period in respect of obligations referred to in clause (b)(B) below that were amortized or accrued in a previous period, minus (b) the sum, to the extent included in such consolidated interest expense for such period, of (A) non-cash amounts attributable to amortization of financing costs paid in a previous period, (B) non-cash amounts attributable to amortization of debt discounts or accrued interest payable in kind for such period, and (C)  all fees incurred on or prior to the Effective Date in respect of the financing hereunder and all expenses incurred in connection with the closing hereunder on the Effective Date. In the event that the Company or any Subsidiary shall have completed an acquisition or disposition of any material Person, division or business unit since the beginning of the relevant period, Consolidated Cash Interest Expense shall be determined for such period on a pro forma basis as if such acquisition or disposition, and any related incurrence or repayment of Indebtedness, had occurred at the beginning of such period. For periods including fiscal quarters ending prior to the Effective Date, Consolidated Cash Interest Expense for such periods shall be deemed to be the amounts set forth on Schedule 1.01, as adjusted to give pro forma effect to any acquisition or disposition that occurred since the beginning of the relevant period by an increase or decrease, as appropriate, in Consolidated Cash Interest Expense equal to the actual amount attributable to the Person or assets acquired or disposed of.".

                (b)         The definition of "Consolidated EBITDA" in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

                                ""Consolidated EBITDA" means, for any period, Consolidated Net Income for such period plus (a) without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of (i) consolidated interest expense for such period, (ii) consolidated income tax expense for such period, (iii) all amounts attributable to depreciation and amortization for such period, (iv) any special one-time or extraordinary non-cash charges for such period (except that such add back for charges against the receivables of PharMerica and Stadtlander Operating Company, L.L.C., and their subsidiaries for the quarter ended September 30, 1999, shall be limited to $40,596,000), and (v) any LIFO adjustment (if negative to earnings) or charge for such period, and minus (b) without duplication and to the extent included in determining such Consolidated Net Income, any extraordinary gains for such period and any LIFO adjustment (if positive to earnings) or credit, all determined on a consolidated basis in accordance with GAAP; provided that there shall be added back to Consolidated EBITDA $66,700,000 of the provision for accounts receivable reported in the Company's financial statements for its fourth fiscal quarter of 2000. In the event that the Company or any Subsidiary shall have completed an acquisition or disposition of any material Person, division or business unit since the beginning of the relevant period, Consolidated EBITDA shall be determined for such period on a pro forma basis as if such acquisition or disposition, and any related incurrence or repayment of Indebtedness, had occurred at the beginning of such period. For periods including fiscal quarters ending prior to the Effective Date, Consolidated EBITDA for such periods shall be deemed to be the amounts set forth on Schedule 1.01, as adjusted to give pro forma effect to any acquisition or disposition that occurred since the beginning of the relevant period by an increase or decrease, as appropriate, in Consolidated EBITDA equal to the actual amount attributable to the Person or assets acquired or disposed of.".

                (c)         The definition of "Consolidated EBITDAR" in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

                                ""Consolidated EBITDAR" means, for any period, Consolidated EBITDA for such period plus rental payments in respect of real property, delivery equipment and pharmacy equipment of the Company and the Subsidiaries for such period (other than under capital leases), determined on a consolidated basis in accordance with GAAP. For periods including fiscal quarters ending prior to the Effective Date, Consolidated EBITDAR shall be deemed to be the amounts set forth on Schedule 1.01, as adjusted to give pro forma effect to any acquisition or disposition that occurred since the beginning of the relevant period by an increase or decrease, as appropriate, in Consolidated EBITDAR equal to the actual amount attributable to the Person or assets acquired or disposed of.".

                (d)         The definition of "Consolidated Net Worth" in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

                                ""Consolidated Net Worth" means, on any date, consolidated shareholders' equity of the Company and the Subsidiaries shown on the consolidated balance sheet of the Company and the Subsidiaries as of such date in accordance with GAAP; provided that (i) up to an aggregate amount of $525,000,000 of charges against goodwill associated with PharMerica reported in Company's financial statements for its fourth fiscal quarter of 2000 may be added back in the calculation of Consolidated Net Worth and (ii) to the extent deducted in determining Consolidated Net Worth, up to an aggregate amount of $66,700,000 of the provision for accounts receivable may be added back in calculating Consolidated Net Worth.".

                (e)         The definition of "Permitted Investments" in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

                                ""Permitted Investments" means:

                (a)         direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;

                (b)         investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody's (within which there may be sub-categories or gradations indicating relative standing), and investments in master notes that are rated (or that have been issued by an issuer that is rated with respect to a class of short-term debt obligations, or any security within that class, that is comparable in priority and security with said master note) by S&P or Moody's in the highest rating categories for short-term debt obligations (within which there may be sub-categories or gradations indicating relative standing);

                (c)         investments in certificates of deposit, banker's acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000;

                (d)         fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above (or subsidiaries or Affiliates of such financial institutions); and

                (e)         money market funds.".

                (f)         Section 6.05 of the Credit Agreement is hereby amended by inserting the following language at the end thereof:

"Notwithstanding the foregoing limitation, the Company may sell one or more Subsidiaries or all or any portion of the assets of such Subsidiaries for consideration not less than the fair market value thereof in a transaction (an " Excluded Transaction") in which less than 90% of the consideration consists of cash, provided that (i) the Subsidiary, business unit or assets being sold in each Excluded Transaction do not contribute in excess of $1,000,000 per year in EBITDA to the Company and (ii) the net book value of the assets being sold is less than $10,000,000 per Excluded Transaction; provided further that the aggregate net book value of the assets sold in all transactions effected in reliance on this sentence shall not exceed $40,000,000. Any Equity Interests received pursuant to the previous sentence shall be treated as a Permitted Investment (and shall not be subject to the limitations set forth in Sections 6.04(k) and (l)), provided that such Equity Interests are pledged to the Collateral Agent for the benefit of the Secured Parties as collateral for the payment and performance of the obligations of the Borrowers under this Agreement.".

                                SECTION 2.         Representations and Warranties. The Company represents and warrants to the Administrative Agent and the Lenders that:

                (a)         This Amendment has been duly executed and delivered by it and constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors' rights generally and except as enforceability may be limited by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

                (b)         Before and after giving effect to this Amendment, the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects with the same effect as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date.

                (c)         After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing.

                                SECTION 3.         Effectiveness. This Amendment shall become effective as of the date set forth above on the date (the "Amendment Effective Date") that the following conditions are satisfied: (a) the Administrative Agent shall have received the Amendment Fee and (b) the Administrative Agent or its counsel shall have received counterparts of this Amendment that, when taken together, bear the signatures of the Company and the Required Lenders.

                                SECTION 4.         Amendment Fee. The Company agrees to pay to each Lender that executes and delivers a copy of this Amendment to the Administrative Agent (or its counsel) on or prior to 12:00 noon on October 20, 2000 an amendment fee (the "Amendment Fee") in an amount equal to 0.075% of such Lender's Revolving Commitment (whether used or unused) and outstanding Term Loans, in each case as of the Amendment Effective Date; provided that the Company shall have no liability for any such amendment fee if this Amendment does not become effective. The Amendment Fee shall be payable in immediately available funds on the Amendment Effective Date. Once paid, the Amendment Fee shall not be refundable.

                                SECTION 5.         Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Issuing Banks, the Collateral Agent or the Administrative Agent, under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Company to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall constitute a "Loan Document" for all purposes of the Credit Agreement and the other Loan Documents.

                                SECTION 6.         Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of any executed counterpart of a signature page of this Amendment by facsimile transmission shall be as effective as delivery of a manually executed counterpart hereof.

                                SECTION 7.         Applicable Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

                                SECTION 8.         Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

                IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

BERGEN BRUNSWIG CORPORATION,
by	/s/	Eric Schmitt
	Name:	Eric Schmitt
	Title:	VP, Corporate Treasurer
BERGEN BRUNSWIG DRUG COMPANY,
by	/s/	Eric Schmitt
	Name:	Eric Schmitt
	Title:	VP, Corporate Treasurer
PHARMERICA, INC.,
by	/s/	Eric Schmitt
	Name:	Eric Schmitt
	Title:	VP, Corporate Treasurer
THE CHASE MANHATTAN BANK, individually and as Administrative Agent, Collateral Agent and Issuing Bank,
by	/s/	Bruce Borden
	Name:	Bruce Borden
	Title:	Vice President

Signature Page to First
Amendment to Bergen Brunswig
Corporation Credit Agreement

AMSOUTH BANK,
by	/s/	Kevin R. Rogers
	Name:	Kevin R. Rogers
	Title:	Attorney-In-Fact
BANK ONE, N.A.
by	/s/	Stephanie A. Mack
	Name:	Stephanie A. Mack
	Title:	Commercial Banking Officer
THE BANK OF NOVA SCOTIA,
by	/s/	R.P. Reynolds
	Name:	R.P. Reynolds
	Title:	Director
THE CIT GROUP/BUSINESS CREDIT, INC.,
by	/s/	Patrick Lee
	Name:	Patrick Lee
	Title:	Vice President
CITIZENS BUSINESS CREDIT COMPANY, a division of Citizens Leasing Corp.,
by	/s/	Vincent P. O' Leary
	Name:	Vincent P. O' Leary
	Title:	Senior Vice President

COMERICA BANK,
by	/s/	David Weismiller
	Name:	David Weismiller
	Title:	Corporate Banking Officer
BANKERS TRUST COMPANY,
by	/s/	Mary Jo Jolly
	Name:	Mary Jo Jolly
	Title:	Assistant Vice President
DIME COMMERICAL CORP.,
by	/s/	Dan Bueno
	Name:	Dan Bueno
	Title:	Assistant Treasurer
FLEET NATIONAL BANK,
by	/s/	Carol P. Castle
	Name:	Carol P. Castle
	Title:	Senior Vice President
FOOTHILL INCOME TRUST, L.P.,
by	/s/	M.P. Sadilek
	Name:	M.P. Sadilek
	Title:	Senior Vice President
FOOTHILL INCOME TRUST II, L.P.,
by	/s/	M.E. Stearns
	Name:	M.E. Stearns
	Title:	Managing Member of FIT II
		GP, LLC, its general partner

FOOTHILL CAPITAL CORPORATION,
by	/s/	M.P. Sadilek
	Name:	M.P. Sadilek
	Title:	Senior Vice President
GMAC COMMERCIAL CREDIT LLC
by	/s/	Sam Cirelli
	Name:	Sam Cirelli
	Title:	Executive Vice President
HELLER FINANCIAL, INC.,
by	/s/	Albert J. Forzano
	Name:	Albert J. Forzano
	Title:	Vice President
IBJ WHITEHALL BUSINESS CREDIT CORPORATION
by	/s/	Edward A. Jesser
	Name:	Edward A. Jesser
	Title:	Senior Vice President
LASALLE BUSINESS CREDIT, INC.,
by	/s/	Michael Richmond
	Name:	Michael Richmond
	Title:	Senior Vice President
MELLON BANK, N.A.,
by	/s/	Timothy K. Turner
	Name:	Timothy K. Turner
	Title:	Senior Vice President

NATEXIS BANQUE,
by	/s/	Gary Kania
	Name:	Gary Kania
	Title:	Vice President
by	/s/	Frank H. Madden, Jr.
	Name:	Frank H. Madden, Jr.
	Title:	Vice President & Group Manager
NATIONAL CITY BANK OF PENNSYLVANIA,
by	/s/	David G. Hammon
	Name:	David G. Hammon
	Title:	Vice President
ORIX BUSINESS CREDIT, INC.,
by	/s/	Michael J. Cox
	Name:	Michael J. Cox
	Title:	Senior Vice President
PNC BUSINESS CREDIT,
by	/s/	Thomas Stoltz
	Name:	Thomas Stoltz
	Title:	Vice President
JACKSON NATIONAL LIFE INSURANCE COMPANY, INC. By: PPM Finance, Inc. as its Attorney-in-Fact
by	/s/	Michael Molenda
	Name:	Michael Molenda
	Title:	Vice President

THE PROVIDENT BANK,
by	/s/	Jose V. Garde
	Name:	Jose V. Garde
	Title:	Vice President
SIEMENS FINANCIAL SERVICES, INC.,
by	/s/	Frank Amodio
	Name:	Frank Amodio
	Title:	Vice President - Credit
TRANSAMERICA BUSINESS CREDIT CORPORATION
by	/s/	Perry Vavoules
	Name:	Perry Vavoules
	Title:	Senior Vice President
WACHOVIA BANK, N.A.
by	/s/	Eero H. Maki
	Name:	Eero H. Maki
	Title:	Vice President
BOEING CAPITAL CORPORATION,
by	/s/	Daniel O. Anderson
	Name:	Daniel O. Anderson
	Title:	Vice President
JOHN HANCOCK LIFE INSURANCE COMPANY
by	/s/	Stephen J. Blewitt
	Name:	Stephen J. Blewitt
	Title:	Managing Director

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY,
by	/s/	Stephen J. Blewitt
	Name:	Stephen J. Blewitt
	Title:	Authorized Signatory
INVESTORS PARTNER LIFE INSURANCE COMPANY,
by	/s/	Stephen J. Blewitt
	Name:	Stephen J. Blewitt
	Title:	Authorized Signatory
TEXTRON FINANCIAL CORPORATION,
by	/s/	Stuart
	Name:	Stuart
	Title:	Managing Director

EX-10

Exhibit 10(g)

ASSET PURCHASE AGREEMENT

by and among

SECURE PHARMACY PLUS, INC.,

STADTLANDER OPERATING COMPANY, L.L.C.,

STADTLANDER LICENSING COMPANY, LLC,

STADTLANDER DRUG OF CALIFORNIA, L.P.

and

STADTLANDER DRUG OF HAWAII, L.P.

FOR PURCHASE AND SALE OF
STADTLANDERS CORRECTIONS DIVISION

Dated as of September 20, 2000

TABLE OF CONTENTS
(Not a part of the Agreement)

1.	PURCHASE AND SALE OF ASSETS			1
	1.1	Purchase And Sale Of Assets		1
		1.1.1	Leased Real Property	1
		1.1.2	Tangible Personal Property	1
		1.1.3	Inventories And Supplies	2
		1.1.4	Contract Rights	2
		1.1.5	Intellectual Property	2
		1.1.6	Governmental Licenses, Permits and Approvals	2
		1.1.7	Computer Software	2
		1.1.8	Business Data	2
		1.1.9	Web Sites	3
		1.1.10	Claims	3
		1.1.11	Other Assets	3
	1.2	Excluded Assets		3
		1.2.1	Ordinary Course of Business Dispositions; ProCare/CVS Transaction	3
		1.2.2	Cash	3
		1.2.3	Nonassignable Permits	3
		1.2.4	Rights Under This Agreement	3
		1.2.5	Minute Books and Stock Ledger	3
		1.2.6	Accounts Receivable	4
		1.2.7	Employee Benefit Plans	4
		1.2.8	Prepaid Expenses	4
		1.2.9	Inter- or Intra-Company Receivables	4
	1.3	Conveyance		4
2.	PURCHASE PRICE			4
	2.1	Closing Payment		4
	2.2	Purchase Price Adjustment		4
	2.3	Method of Payment		6
	2.4	Allocation		6
3.	ASSUMPTION OF LIABILITIES			6
	3.1	Assumed Liabilities		6
	3.2	Purchaser's Obligations		7
	3.3	Excluded Liabilities		7
	3.4	Breach of Representations		7
	3.5	Insurance		7
4.	REPRESENTATIONS AND WARRANTIES			9
	4.1	Representations and Warranties of Sellers		9
		4.1.1	Corporate Organization	9
		4.1.2	Authorization and Effect of Agreement	9
		4.1.3	No Restrictions Against Sale of the Assets	9
		4.1.4	Financial Statements	9
		4.1.5	No Material Adverse Change Relating to the Business	9
		4.1.6	Compliance with Laws	9
		4.1.7	Assets used in the Business	9
		4.1.8	Assets other than Real Property	9
		4.1.9	Real Property	10
		4.1.10	Insurance	10
		4.1.11	Intellectual Property	10
		4.1.12	Litigation; Decrees	11
		4.1.13	Contract Rights	11
		4.1.14	Employee Contracts, Union Agreements and Benefit Plans	13
		4.1.15	Labor Relations	14
		4.1.16	Divisional Personnel	15
		4.1.17	No Undisclosed Liabilities	15
		4.1.18	Environmental Protection	15
		4.1.19	Tax Matters	16
		4.1.20	Brokers' and Finders' Fees	17
		4.1.21	Licenses and Permits	17
		4.1.22	Books and Records	17
		4.1.23	[Intentionally omitted.]	18
		4.1.24	Major Suppliers and Customers	18
		4.1.25	Inventory	18
		4.1.26	Pharmaceutical Regulation	18
	4.2	Representations, Warranties And Certain Covenants of Purchaser		19
		4.2.1	Corporate Organization	19
		4.2.2	Authorization And Effect Of Agreement	20
		4.2.3	No Restrictions Against Purchase Of The Assets	20
		4.2.4	Brokers' and Finders' Fees	20
5.	COVENANTS			20
	5.1	Employees		20
	5.2	Transfer Taxes		21
	5.3	Press Release		21
	5.4	Pharmacy Licenses		21
6.	CLOSING DELIVERIES
	6.1	Deliveries of Sellers
		6.1.1	Transfer Documents	22
		6.1.2	Certificates	22
		6.1.3	Consents Under Key Agreements	22
		6.1.4	Power of Attorney	22
		6.1.5	Termination Statements	22
		6.1.6	Employment Agreements	22
		6.1.7	Non-Competition Agreements	22
		6.1.8	Accounts Receivable Collection Agreement	22
		6.1.9	Transition Services Agreement	22
		6.1.10	BBC Guaranty	22
	6.2	Deliveries of Purchaser		22
		6.2.1	Instruments Of Assumption	23
		6.2.2	Purchase Price	23
		6.2.3	Certificates	23
		6.2.4	Prime Vendor Contract	23
		6.2.5	ASG Guaranty	23
7.	THE CLOSING			23
	7.1	The Closing		23
8.	SURVIVAL AND INDEMNIFICATION			23
	8.1	Survival		23
		8.1.1	Survival of Representations And Warranties	23
		8.1.2	Survival of Covenants	23
	8.2	Limitations On Indemnification; Right of Offset		24
		8.2.1	With Respect To Certain Representations And Warranties	24
		8.2.2	With Respect To Sellers' Obligations	24
	8.3	Indemnification		24
		8.3.1	Indemnification By Sellers	24
		8.3.2	Indemnification By Purchaser	24
		8.3.3	Cumulative Rights	25
		8.3.4	Indemnity Payment; Indemnitee; Indemnifying Party	25
	8..4	Defense of Claims		25
		8.4.1	Third Party Claims	25
		8.4.2	Direct Claims	26
		8.4.3	Failure to Give Timely Notice	26
		8.4.4	Subrogation	26
		8.4.5	Payment	27
		8.4.6	Limitation on the Scope of Indemnification	27
9.	OTHER POST-CLOSING COVENANTS			27
	9.1	General Post-Closing Matters		27
		9.1.1	Post-Closing Notifications	27
		9.1.2	Access	27
		9.1.3	Guarantees, Etc.	27
		9.1.4	Rights of Endorsement	27
	9.2	Nonassignable Contracts		28
		9.2.1	Nonassignability	28
		9.2.2	Sellers To Use Reasonable Efforts	28
		9.2.3	If Waivers Or Consents Cannot Be Obtained	28
		9.2.4	Obligation of Purchaser To Perform	29

10.	MISCELLANEOUS PROVISIONS		29
	10.1	Notices	29
	10.2	Expenses	30
	10.3	Successors And Assigns	30
	10.4	Waiver	30
	10.5	Entire Agreement	31
	10.6	Amendments, Supplements, Etc.	31
	10.7	Rights Of The Parties	31
	10.8	Further Assurances	31
	10.9	Bulk Sales	31
	10.10	Transfer	32
	10.11	Governing Law	32
	10.12	Execution in Counterparts	32
	10.13	Titles And Headings	32
	10.14	Certain Interpretive Matters And Definitions	32
	10.15	Cross-References	32
	10.16	Severability	33
	10.17	Arbitration	33

EX-10

EX-10

Exhibit 10(i)

BERGEN BRUNSWIG

THIRD AMENDED AND RESTATED

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(As Of September 24, 1998)

TABLE OF CONTENTS
			Page
ARTICLE I PLAN HISTORY			1
ARTICLE II DEFINITIONS			2
	2.1	"Accrued Benefit"	2
	2.2	"Beneficiary"	3
	2.3	"Bergen 401(k) Plan"	4
	2.4	"Bergen Brunswig Corporation"	4
	2.5	"Board of Directors"	5
	2.6	"Break in Service"	5
	2.7	"Capital Accumulation Plan"	5
	2.8	"Code"	5
	2.9	"Compensation"	5
	2.10	"Credited Service"	6
	2.11	"Employee"	6
	2.12	"Employer"	7
	2.13	"Employment"	7
	2.14	"Equivalent"	7
	2.15	"ERISA"	8
	2.16	"Executive Benefits"	8
	2.17	"Key Management Benefits"	8
	2.18	"Normal Benefit Form"	8
	2.19	"Normal Retirement Age"	9
	2.20	"Optional Benefit Form"	9
	2.21	"Participant"	9
	2.22	"Plan"	9
	2.23	"Plan Administrator"	9
	2.24	"Plan Rules"	9
	2.25	"Plan Year"	9
	2.26	"Service"	9
	2.27	"Spouse"	10
	2.28	"Trust"	11
	2.29	"Vested"	11
	2.30	"Vesting Service"	11
ARTICLE III PARTICIPATION			11
	3.1	Requirements for Participation	11
	3.2	Former Participants	13
ARTICLE IV AMOUNT OF BENEFIT			13
	4.1	Determination of Benefit Amount	13
ARTICLE V VESTING			17
	5.1	Vesting of Accrued Benefit	17
	5.2	Forfeiture of Benefits	22
ARTICLE VI PAYMENT OF BENEFITS			22
	6.1	Benefits on Termination of Employment	22
	6.2	Death Benefits	22
	6.3	Joint and Survivor Annuities	22
	6.4	Optional Benefit Forms	24
	6.5	Funeral Benefit	25
	6.6	Delay in Distribution	25
	6.7	No Suspension of Benefits	26
	6.8	Release Required	26
ARTICLE VII ADMINISTRATION OF THE PLAN			26
	7.1	Duties of the Plan Administrator	26
	7.2	Delegation of Administrative Responsibility	27
	7.3	Compensation, Expenses and Indemnity	28
	7.4	Claims Procedure	29
	7.5	Effect of Plan Administrator Action	32
ARTICLE VIII AMENDMENT AND TERMINATION OF THE PLAN			33
	8.1	Amendments	33
	8.2	Termination of Plan	34
ARTICLE IX FUNDING OF BENEFITS			34
	9.1	Plan is Unfunded	34
	9.2	Trust	34
	9.3	Interrelationship of the Plan and the Trust	35
ARTICLE X MISCELLANEOUS PROVISIONS			35
	10.1	Payments	35
	10.2	Consolidation or Merger of Companies	36
	10.3	Adoption of Plan to Cover Other Companies, Facilities or Groups	36
	10.4	Termination of Employment	37
	10.5	Determination of Hours of Service	40
	10.6	Alienation	40
	10.7	Division of Benefits by Domestic Relations Orders	40
	10.8	Legal Costs; Increased Benefit	43
	10.9	Duty to Provide Data	44
	10.10	Limitation on Rights of Employees	45
	10.11	Restrictions	45
	10.12	Service of Process	46
	10.13	Spouse's Interest	46
	10.14	Distribution in the Event of Taxation	46
	10.15	Governing Law	46
	10.16	Plurals	46
	10.17	Titles	47
	10.18	References	46
	10.19	Entire Agreement	46
	10.20	Severability	47
	10.21	Withholding	47

ARTICLE I

PLAN HISTORY

               Bergen Brunswig Corporation, a New Jersey corporation (sometimes hereinafter referred to as the "Company") adopted the Bergen Brunswig Capital Accumulation Plan in 1980. The Capital Accumulation Plan was frozen effective October 7, 1987. To replace the Capital Accumulation Plan, Bergen Brunswig Corporation adopted this Supplemental Executive Retirement Plan, effective January 1, 1991. The Supplemental Executive Retirement Plan was amended and restated, effective July 28, 1994, and further amended and restated effective as of March 3, 1995 in order to provide the Participants (as hereinafter defined) with certain additional benefits in the event of a Change in Control (as hereinafter defined). The Company now desires to amend and restate the Supplemental Executive Retirement Plan in order to modify the method used to determine accrued benefits under Article IV and the definition of Compensation (within the meaning of Section 2.9 below) effective with respect to Participants who are Employees (as defined below) on or after September 24, 1998, and such other amendments and modifications. This Third Amendment and Restatement of the Supplemental Executive Retirement Plan is effective as of September 24, 1998 and incorporates all prior amendments (as amended and restated, the "Plan").

               While the Plan is not intended to qualify under the Code as a qualified plan, the Plan is intended to be a pension benefit plan which, although subject to ERISA, is exempt from Parts 2, 3 and 4 of Title I of ERISA because it is (solely for purposes of ERISA) an unfunded plan that only covers a select group of management or highly compensated employees. Persons become participants as provided herein. Benefits under the Plan become payable on account of a Participant's retirement, termination or death.

ARTICLE II

DEFINITIONS

               The following terms, when capitalized, shall have the meaning specified below unless the context clearly indicates a contrary meaning.

               2.1         "Accrued Benefit" of a Participant shall be the individual's benefit under this Plan, accrued as of the time of determination. A Participant's Accrued Benefit shall only be payable to the extent Vested. Subject to this limitation, a Participant's Accrued Benefit shall be the amount by which the product of the amounts described in subsections (a) and (b) of this Section 2.1 exceeds the offsets set forth in Section 4.1(c), all as calculated as of the time of determination:

               (a)         the individual's benefit under Section 4.1 before application of the offsets set forth in Section 4.1(c), and

               (b)         a fraction, the numerator of which is the individual's Credited Service and the denominator of which is the greater of

               (i)         the total Credited Service the individual could earn before his or her Normal Retirement Age, or

               (ii)         the result determined by subtracting from fifteen the individual's years of Service completed prior to performing any services for the Employer in a Credited Service position.

               In no event shall a Participant's fraction under this subsection exceed one. See Section 4.1(d) for special benefit calculation rules that apply when a Participant is demoted.

               (c)         For all benefit purposes, if a Participant accumulates eighty "points" before his or her fraction in subsection (b) above equals one, his or her fraction in subsection (b) above shall be raised to one. A Participant shall accumulate 1 "point" for each year of age, 1 "point" for each year of Employment prior to becoming employed in a position covered by this Plan and 1.5 "points" for each year of Employment subsequent to becoming employed in a position covered by this Plan.

               (d)         For purposes of this Section, a person shall be considered to have been employed in a position covered by this Plan if the position is a position for which he or she receives Credited Service credit.

                2.2         "Beneficiary" shall mean the person designated by a Participant to receive payments from the Plan due to the Participant's death. Beneficiary designations and determinations shall be made in accordance with the following rules:

                (a)         Each Participant shall have the right, at any time, to designate his or her Beneficiary (both primary as well as contingent) to receive any benefits payable under the Plan to a Beneficiary upon the death of a Participant. The Beneficiary designated under this Plan may be the same as or different from the Beneficiary designation under any other plan of an Employer in which the Participant participates. A Participant shall designate his or her Beneficiary by completing and signing a Beneficiary Designation Form, in form and substance satisfactory to the Plan Administrator, and returning it to the Plan Administrator for acceptance. No designation or change in designation of a Beneficiary shall be effective until received, accepted and acknowledged in writing by the Plan Administrator.

                (b)         A Participant shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Plan Rules as in effect from time to time. Upon the acceptance by the Plan Administrator of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be canceled. The Plan Administrator shall be entitled to rely on the last Beneficiary Designation Form filed by the Participant and accepted by the Plan Administrator prior to his or her death.

                (c)         A Participant can designate someone other than his or her Spouse as Beneficiary, but only with written spousal consent.

                (d)         If a deceased Participant has not properly designated a Beneficiary, the Participant's Spouse shall be treated as the Beneficiary.

                (e)         If a deceased Participant is survived neither by a Spouse nor a properly designated Beneficiary, the Participant's estate shall be treated as the Beneficiary.

                (f)         With the Plan Administrator's consent and subject to any conditions which the Plan Administrator may specify, the Participant may designate more than one person to be his or her Beneficiary, provided that one Beneficiary is designated as the "measuring life" on which the duration and amount of the joint and survivor annuity is to be calculated and the portion of the survivor annuity to be paid to each Beneficiary is specified (e.g., my mother, Jane Doe, and my invalid daughter, Janet Doe, shall share equally in survivor benefits while they both live; any survivor benefits payable following the death of either my mother, Jane Doe, or my invalid daughter, Janet Doe, shall be paid to the survivor; survivor benefits are to be determined as if only my invalid daughter, Janet Doe, were the Beneficiary).

                2.3         "Bergen 401(k) Plan" shall mean the Bergen Brunswig Corporation Pre-Tax Investment Retirement Account Plus Employer Contributions Plan, or any successor to that plan.

                2.4         "Bergen Brunswig Corporation" shall mean Bergen Brunswig Corporation, a New Jersey corporation.

                2.5         "Board of Directors" shall mean the Board of Directors of Bergen Brunswig Corporation.

                2.6         "Break in Service" shall mean a period of non-Employment which causes a former Employee to lose credits under this Plan. A former Employee incurs one Break in Service upon the completion of each three hundred and sixty-five consecutive day period throughout which the individual is not an Employee. This period shall commence on the day following the last day on which the individual was an Employee. See Section 10.4 for special rules relating to maternity and paternity absences.

                2.7         "Capital Accumulation Plan" shall mean the Bergen Brunswig Corporation Capital Accumulation Plan that was originally effective July 1, 1980, and frozen effective October 7, 1987.

                2.8         "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time.

                2.9         "Compensation" shall mean the average monthly earnings payable to a Participant for the three calendar years, whether or not consecutive, in which the Participant received the highest Compensation during the five calendar years immediately preceding the Participant's termination of Employment. This average shall be computed by dividing the Participant's total "earnings" (as defined in this Section) during the three years in question by thirty-six. A Participant's "earnings" shall mean the base salary paid to the Participant during the calendar year in question, (including any salary waived or deferred under any nonqualified deferred compensation or other salary reduction arrangement) but, not including bonuses, noncash payments or cash payments other than base salary. Notwithstanding anything in the immediate preceding sentence to the contrary, in the case of a Participant who has the status of an Employee on or after September 24, 1998, a Participant's earnings for the calculation of a Participant's Compensation and the entire benefit payable under this Plan shall mean to include both the base salary and any bonus paid to the Participant during the calendar year in question (including any salary or bonus waived or deferred under any nonqualified deferred compensation or other salary reduction arrangement) but not including noncash payments or cash payments other than base salary and bonuses.

                2.10         "Credited Service" shall mean the number of years of Service in which the Participant was employed in the position he or she held at the time he or she was designated by the Plan Administrator to be a Participant or was covered by the Capital Accumulation Plan, or any position held thereafter, including years before or after the adoption of either plan, but excluding any Service while the Participant was not employed in such a position or positions. Notwithstanding the above, should a Participant change positions, the Plan Administrator can, in the exercise of the Plan Administrator's reasonable discretion, determine that the new position should not be considered a position for which such Participant shall receive any Credited Service credit.

                2.11         "Employee" shall mean an individual who renders services to the Employer as a common law employee or officer (i.e., a person whose wages from the Employer are subject to federal income tax withholding). Unless specifically approved by the Compensation/Stock Option Committee of the Board of Directors to provide a consultant with credit as an Employee, a person rendering services to the Employer purportedly as an independent contractor shall not be treated as an Employee before the Employer has acknowledged that it must withhold federal income taxes from his or her pay. For purposes of this Plan, an individual shall remain an "Employee" if he or she ceases to work for the Employer for the purposes of taking an Employer arranged job.

                2.12         "Employer" shall mean:

                (a)         Adopting Employers. Bergen Brunswig Corporation, any related company designated by Bergen Brunswig Corporation, any successor entity which continues the Plan or such companies collectively; and

                (b)         Non-Adopting Employers. Companies that have not adopted the Plan but are related to the adopting Employers as described in subsection (e).

                (c)         All Employees of adopting and non-adopting Employers shall be treated as employed by a single company for all Plan purposes, including Service crediting, except that no person shall be eligible to become a Participant or accrue Credited Service except while employed by an adopting Employer.

                (d)         In contexts in which actions are required or permitted to be taken or notice is to be given, the Employer shall mean Bergen Brunswig Corporation.

                (e)         A company is a "related company" while it and the Employer are members of a controlled group of corporations or a group of trades or businesses under common control (within the meaning of Code Sections 414(b) and (c)).

                2.13         "Employment" shall mean the period during which an individual is an Employee. Employment shall commence on the day the individual first performs services for the Employer as an Employee and shall terminate on the day such services cease.

                2.14         "Equivalent" shall mean the actuarial equivalent of a given amount or benefit payable in another manner, at another time or by any other means, determined conclusively by, or under the direction of, the Plan Administrator in accordance with actuarial principles, methods and assumptions which are found to be appropriate by the Plan's actuary. For purposes of this Plan, equivalencies shall be based on the mortality assumptions included in the indices used by Metropolitan Life Insurance Company, or such other nationally recognized insurance company, in quoting a premium to purchase a non-qualified individual annuity with survivor coverage as of the date of the event necessitating the calculation (e.g. retirement, termination of Employment, disability, etc.).

                2.15         "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

                2.16         "Executive Benefits" shall mean the benefits provided under this Plan for officers of Bergen Brunswig Corporation who are Participants.

                2.17         "Key Management Benefits" shall mean the benefits provided under this Plan for officers of a subsidiary of Bergen Brunswig Corporation and some directors of corporate department of Bergen Brunswig Corporation who are Participants as designated by the Plan Administrator.

                2.18         "Normal Benefit Form" shall mean the normal form of benefit under the Plan, which shall be the Equivalent of a Participant's Vested Accrued Benefit, payable as a joint and survivor annuity based on the life expectancies of the Participant and the measuring life Beneficiary at the time payment of the benefit commences, consisting of monthly payments to the Participant commencing as of the first day of the calendar month coincident with or next following the Participant's benefit commencement date and ending with the payment for the calendar month in which the Participant dies, with the provision that, if the Participant dies and is survived by the Beneficiary, such Beneficiary shall receive monthly payments of, in the case of Executive Benefits, seventy-five percent or, in the case of Key Management Benefits, fifty percent, of the monthly payments that were being made prior to the Participant's death, commencing with the payment for the calendar month following the month in which the Participant died and ending with the payment for the calendar month in which the Beneficiary dies.

                2.19         "Normal Retirement Age" of a Participant shall mean the date on which the Participant attains age sixty-two.

                2.20         "Optional Benefit Form" shall mean any form of benefit available under the Plan, other than the Normal Benefit Form.

                2.21         "Participant" shall mean any person who is included in the Plan pursuant to Article III. Any Participant who holds the title of Executive Vice President, Senior Vice President, President, Chief Operating Officer, Chief Executive Officer or Chairman of the Board of Bergen Brunswig Corporation and upon the occurrence of a Change in Control (as defined in Section 5.1(b)(ii)) shall be designated an Executive Participant and shall be eligible for the acceleration of benefits set forth in Section 5.1(b). A Participant shall cease to be a Participant at the time determined under Section 3.1(c).

                2.22         "Plan" shall mean this document. The Plan consists of two components: Executive Benefits and Key Management Benefits, as more fully described in this document.

                2.23         "Plan Administrator" shall mean Bergen Brunswig Corporation, acting through its chief executive officer or such officer's delegate.

                2.24         "Plan Rules" shall mean rules adopted by the Plan Administrator in accordance with Section 7.1(e) for the administration, interpretation or application of the Plan.

                2.25         "Plan Year" shall mean the fiscal year of the Plan, which is currently the twelve month period ending on December 31.

                2.26         "Service" shall mean an Employee's period of Employment. Special rules for calculating Service are found in Section 2.10, which explains what Service is counted for benefit accrual purposes, and Section 10.4(d), which deals with maternity and paternity absences. Service shall be calculated under the following elapsed time rules:

                (a)         Service shall be measured in days. Service shall commence with the first day on which an individual performs or resumes performing services for the Employer as an Employee (e.g., the day the individual first performs an "hour of service" for which he or she is entitled to payment by the Employer). Except as provided in subsection (b), an Employee's Service shall thereafter end on the day on which his or her Employment ends, as determined under Section 10.4. An Employee shall be credited with one year of Service for each three hundred and sixty-five days in his or her period or periods of Service; fractional results shall be rounded up to the nearest whole year.

                (b)         No more than three hundred and sixty-five days of Service will be credited for any continuous period during which an individual is an Employee but performs no duties as an Employee (except as required by law with respect to military leaves and maternity and paternity absences (see Section 10.4(d)). If an individual's Employment terminates but it resumes within three hundred and sixty-five days (i.e., before he or she incurs a Break in Service), the period between the termination and resumption will be included in his or her period of Service.

                (c)         If an individual has more than one period of Service, the periods shall be aggregated. However, a Participant's prior period of Service shall be ignored if thereafter the Participant completed five consecutive Breaks in Service before he or she has earned a Vested Accrued Benefit.

                2.27         "Spouse" shall mean the person to whom a Participant is legally married at the time in question under the laws of the state in which the Participant then resides (excluding a common-law spouse). A person shall cease to be a Spouse when his or her marriage to the Participant is deemed dissolved or annulled under the laws of the state in which the Participant then resides.

                2.28         "Trust" shall mean the trust established pursuant to that certain Master Trust Agreement, dated as of December 27, 1994, between Bergen Brunswig Corporation and the trustee named therein, as amended from time to time.

                2.29         "Vested" shall mean nonforfeitable.

                2.30         "Vesting Service" of an Employee shall mean his or her years of Service calculated in accordance with Section 2.26.

ARTICLE III

PARTICIPATION

                3.1         Requirements for Participation.

                (a)         Executive Benefits. A person shall become a Participant in the Executive Benefits portion of the Plan on the date he or she becomes an officer of Bergen Brunswig Corporation and if such Executive shall become an officer of Bergen Brunswig Corporation for the first time after September 24, 1998, is selected by the Plan Administrator to be a Participant.

                (b)         Key Management Benefits. A person shall become a Participant in the Key Management Benefits portion of the Plan on the date he or she becomes an officer of a wholly-owned subsidiary of Bergen Brunswig Corporation and if such person shall become an officer of a wholly-owned subsidiary of Bergen Brunswig Corporation for the first time after September 24, 1998 or becomes a director of a corporate department of Bergen Brunswig Corporation and is selected by the Plan Administrator to be a Participant.

                (c)         Change in Status. Whenever a Participant is promoted, the Plan Administrator shall determine, in his or her sole discretion, whether such Participant is in a position that is covered by the Executive Benefits portion of the Plan, a position covered by the Key Management portion of the Plan or a position that is not covered by the Plan. If the Plan Administrator makes no such determination within thirty (30) days of the change in position, the Participant shall remain in the portion of the Plan in which he or she was covered prior to the position change. As part of the Plan Administrator's administrative duties, the Plan Administrator, from time to time, shall maintain a list of the Participants in the Executive Benefits and Key Management Benefits portions of this Plan and provide a copy of said lists to the Secretary of the Company.

                (d)         Termination. A Participant shall cease to be a Participant when his or her Employment terminates (see Section 2.13), unless the Participant becomes totally and permanently disabled while a Participant, in which case he or she shall remain a Participant until he or she attains age sixty-two. (A Participant shall be considered totally and permanently disabled while the Participant is receiving long-term disability benefits under the Bergen Brunswig Long Term Disability Plan (or would receive such benefits if the individual were covered by that plan)). A totally and permanently disabled Participant shall continue to earn Vesting Service during such disability. However, the individual shall not be granted Credited Service for any period of disability. At the option of the Plan Administrator, the Plan Administrator can terminate the Plan with respect to all the Participants and pay them the Equivalent of his or her Vested Accrued Benefit in an immediate cash lump sum payment or a monthly annuity for a term of years to be determined by the Plan Administrator, in his or her sole discretion, provided that such term of years shall not exceed the life expectancy of the Participant. If the Plan Administrator exercises his or her option, the Participant shall be deemed to be fully Vested, whether or not he or she meets the requirements set forth in Article V.

                3.2         Former Participants. A former Participant who requalifies for the Plan shall again become a Participant on the date he or she requalifies.

ARTICLE IV

AMOUNT OF BENEFIT

                4.1         Determination of Benefit Amount. The Accrued Benefit payable to a Participant under the Plan shall be calculated as follows (but it shall only be paid to the extent Vested under Section 5.1):

                (a)         Executive Benefits. A Participant in the Executive Benefits portion of the Plan shall receive a benefit equal to eighty percent (80%) of his or her Compensation, subject to reduction under the fractional accrual rule in Section 2.1 and subject to the offsets, if any, described in Section 4.1(c) below. Notwithstanding anything in the foregoing sentence to the contrary, for purposes of determining the entire benefit of a Participant in the Executive Benefits portion of this Plan and who has the status of an Employee on or after September 24, 1998, said Participant shall receive a benefit of sixty percent (60%) not eighty percent (80%) of his or her Compensation and the term "Compensation" shall be interpreted to include his or her annual salary and bonus payments as described in Section 2.9.

                (b)         Key Management Benefits. A Participant in the Key Management Benefits portion of the Plan shall receive a benefit equal to sixty-five percent (not eighty percent) of his or her Compensation subject to reduction, if any, under the fractional accrual rule in Section 2.1 and subject to the offsets, if any, described in subsections (i), (ii), and (iii) of Section 4.1(c) below. Notwithstanding anything in the foregoing sentence to the contrary, a Participant in the Key Management benefits portion of the Plan and who has the status of an Employee on or after September 24, 1998, said Participant shall receive a benefit of forty-eight percent (48%) not sixty percent (60%) of his or her Compensation and the term "Compensation" shall be interpreted to include his or her annual salary and bonus payments as described in Section 2.9.

                (c)         A Participant's benefit (whether an Executive Benefit or a Key Management Benefit) shall be subject to the following offsets (each to be expressed as an Equivalent amount commencing at the Participant's Normal Retirement Age), if applicable:

                (i)         the Participant's primary insurance amount payable at age 62 under the Social Security Act with the assumption that the Participant's benefit payable under the Social Security Act is not reduced because of other income of a Participant;

                (ii)         the Participant's benefit under the Capital Accumulation Plan;

                (iii)         the monthly annuity the Participant could have purchased under the Bergen 401(k) Plan, if the Participant had made annual contributions to the Bergen 401(k) Plan of six percent of his or her taxable compensation (but not more than the maximum contribution, if any, allowable under Code Section 402(g)) and had received an annual matching Employer contribution of fifty percent of that amount or, if different, the amount determined under the table set forth below, from later of (i) the adoption of the Bergen 401(k) Plan or (ii) the date of the Participant's fortieth birthday through his or her termination. The sum of such hypothetical contributions for any calendar year shall not exceed the amount then applicable under Code Section 415(c)(1)(A). Such hypothetical contributions shall be deemed to have been made to the Bergen 401(k) Plan on the last day of each calendar year and shall be credited with earnings at a rate equal to the average yield of the Bergen 401(k) Plan's guaranteed income fund, or successor fund as determined by the Plan Administrator, as of the beginning of the plan year of the Bergen 401(k) Plan. The matching Employer contribution rate used for the calendar years in question shall be as follows:

Calendar Year	Employer Matching Contribution Rate
1985	1.5%
1986	1.7%
1987	1.2%
1988	3.0%
1989	6.0%
1990 through 1998	3.0%
After 1998	4.0%

                Notwithstanding anything in the foregoing in this Section 4.1(c) to the contrary, for Participants who have the status of an Employee on or after September 24, 1998, and for the purpose of determining their entire benefit under this Plan, a Participant's contributions (whether or not hypothetical) shall not be taken into account for purposes of determining the reduction of the Participants benefits under this Plan pursuant to this subsection (iii) but only the actual matching Employer contribution shall be used as an offset pursuant to this subsection (iii).

                The offset required by this Section 4.1(c) shall apply without regard to whether the Participant was eligible for the Bergen 401(k) Plan or actually made any contributions. In calculating the offset, hypothetical contributions shall not be deemed to have been made in calendar years prior to 1985 or in calendar years beginning before the Participant's fortieth birthday, whichever is later.

                (d)         If a Participant who is covered by the Key Management Benefits portion of the Plan becomes covered by the Executive Benefits portion of the Plan, the Participant's benefit shall be calculated entirely under the Executive Benefits portion of the Plan. If a Participant who is eligible for the Executive Benefits portion of the Plan thereafter becomes eligible only for the Key Management Benefits portion of the Plan, his or her benefits under the Plan shall be the greater of (i) the benefit, if any, he or she would have had if his or her Employment terminated when the Participant ceased to be covered by the Executive Benefits portion of the Plan, or (ii) his or her benefit calculated under the Key Management Benefits portion of the Plan. If a Participant who is eligible for the Executive Benefits portion of the Plan or the Key Management Benefits portion of the Plan ceases to be employed in a position covered by this Plan, his or her benefits shall be determined as if his or her Employment terminated when the Participant ceased to be employed in a position covered by this Plan.

ARTICLE V

VESTING

                5.1         Vesting of Accrued Benefit.

                (a)         General Vesting Provisions. Payments Upon Change in Control. Except as otherwise provided in Section 5.1(b) below, a Participant's Accrued Benefit shall become fully Vested upon completion of five years of Vesting Service or, if earlier, upon the later of the Participants attainment of age sixty-two while an Employee or his or her fifth anniversary of becoming a Participant.

                (b)         Vesting and Payment of Benefits Upon a Change in Control.

                (i)         Notwithstanding any other provisions of the Plan, upon the occurrence of a Change in Control (as defined below), each Participant's Accrued Benefit shall deemed to be fully Vested under the Plan and each Executive Participant shall be entitled to benefits under the Plan in accordance with the following: (A) As of the date of the Change in Control, such Executive Participant shall be deemed to have attained the Normal Retirement Age; (B) with respect to each year between such Executive Participants actual age as of the date of the Change in Control (if less than the Normal Retirement Age) and the Normal Retirement Age (the "Interim Period"), such Executive Participant shall be deemed to have been continuously employed by the Company in, and to have continuously performed (without any Breaks in Service) the duties of, the position with the Company that such Executive Participant held as of the date of the Change in Control; (C) such Executive Participant shall be deemed to be entitled to Credited Service for all times during the Interim Period; (D) such Executive Participant's base salary as of the date of the Change in Control and the Executive Participant's highest average annual bonus amount received for any three years during the last five year period immediately preceding a Change in Control shall be used for the purposes of calculating the entire benefit under this Plan and the base salary and annual bonus amount (as calculated) shall be deemed to have increased at a rate of 4.0% per year each year during the Interim Period, resulting in a corresponding increase in the Executive Participant's Compensation for purposes of calculating a Participant's benefits under this Plan; (E) such Executive Participant's Accrued Benefit under this Plan shall be calculated in accordance with the assumptions set forth in the preceding clauses (A) - (D); and (F) prior to or upon the consummation of the transactions giving rise to the Change in Control, the Company shall pay to such Executive Participant, by certified or bank cashier's check, a cash lump sum payment that is the Equivalent of such Executive Participant's Vested Accrued Benefit determined in accordance with this Section 5.1(b).

                (ii)         A Change in Control shall be deemed to occur 90 days prior to the occurrence of any of the following events:

                (w)         any "person" (as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), shall become the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Bergen Brunswig Corporation representing 50% or more of the combined voting power of Bergen Brunswig Corporation's then outstanding securities, provided, however, that for purposes of this calculation, purchases by employee benefit plans of Bergen Brunswig Corporation and purchases by Bergen Brunswig Corporation itself shall be disregarded; or

(x) there shall be consummated: (A) any consolidation, merger or transaction in the nature of a Section 351 transaction under the Code (whether or not it meets the requirements for nonrecognition of gain under Section 351 of the Code) of Bergen Brunswig Corporation in which either Bergen Brunswig Corporation is not the continuing or surviving corporation, the majority of the common stock of Bergen Brunswig Corporation is no longer held by holders of Bergen Brunswig Corporation common stock immediately prior to the transaction or pursuant to which shares of Bergen Brunswig Corporation's common stock would be converted into cash, securities or other property; provided, however, that a consolidation, merger or transaction in the nature of a Section 351 transaction under the Code in which the holders of Bergen Brunswig Corporation's common stock immediately prior to the merger own, on a proportionate basis, at least 80% of the common stock of the surviving corporation immediately after the transaction shall not be considered a Change in Control; or (B) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the operating assets of Bergen Brunswig Corporation; or

                (y)         the stockholders of Bergen Brunswig Corporation approve a plan or proposal for the liquidation or dissolution of Bergen Brunswig Corporation; or

                (z)         during any rolling period of two consecutive years ending on any date after the date hereof, individuals who at the beginning of such period constituted the Board of Directors and any new director whose election or nomination for election was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; provided, however, that no director shall be considered to have been so approved if such individual initially assumed office as a result of either an actual or threatened "Election Contest" (as described in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a "person" (as defined in Sections 13(d) and 14(d) of the Exchange Act) other than the Board of Directors (a "Proxy Contest"), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest.

                (iii)         In the event of a Change in Control, upon payment to each Executive Participant of the cash lump sum payment referred to in clause (F) of subsection 5.1(b)(i) above, the Company shall also pay to such Executive Participant, by certified or bank cashier's check, a cash lump sum payment equal to (x) the amount of excise tax for which such Executive Participant is or may become liable under Internal Revenue Code Section 4999 (or any successor provision) with respect to the payments made under this Section 5.1(b), taking into account all compensation includable in the computation under Internal Revenue Code Section 280G (or any successor provision), including, without limitation, payments under this subsection (iii) plus (b) the amount of such Executive Participant's income tax liability arising from the Company's payment of the excise tax liability referred to in the preceding clause (a), such that the payments under clauses (a) and (b) taken together shall provide such Participant with sufficient after-income tax dollars to pay such Participant's liability for Internal Revenue Code Section 4999 excise taxes. The maximum combined marginal federal and applicable state(s) income tax rate in effect for the year in which the payments under this subsection (iii) are to be made shall be used in computing the amount of such payments. In the event that the Company and the Executive Participant are unable to agree upon the amount of the payment required under this subsection (iii), such amount shall be determined by Tax Counsel (as defined below). The decision of such Tax Counsel shall be final and binding upon both the Company and the Executive Participant. All fees and expenses of such Tax Counsel shall be paid by the Company. As used in this subsection (iii), the term "Tax Counsel" shall mean an attorney at law or certified public accountant who is a partner at a law firm of at least 25 attorneys or a partner at a "Big 6" accounting firm, respectively, provided that such firm has not provided services to the Company or the respective Executive Participant or any affiliate of the Company or such Executive Participant within the last year.

                (iv)         Upon the occurrence of a Change in Control, (x) this subsection 5.1(b) shall become irrevocable, and (y) Sections 6.8, 7.4(h), 7.4(i), 7.5 and 10.11 hereof shall cease to apply, none of such sections shall ever thereafter be reinstated, and no similar provisions shall ever be adopted hereunder.

                5.2         Forfeiture of Benefits. The unvested portion of an Executive Participant's Accrued Benefit shall be forfeited on the date the Executive Participant completes five consecutive Breaks in Service.

ARTICLE VI

PAYMENT OF BENEFITS

                6.1         Benefits on Termination of Employment. A Participant who terminates Employment on or after attaining Normal Retirement Age shall receive his or her Vested Accrued Benefit commencing immediately and payable in accordance with this Article. If the Participant terminates Employment before his or her Normal Retirement Age, the Participant shall receive the Equivalent of his or her Vested Accrued Benefit commencing immediately upon termination of Employment and payable in accordance with this Article.

                6.2         Death Benefits. Subject to Section 10.7, if a Participant with a Vested Accrued Benefit dies, at the option of the Plan Administrator, the Participant's Beneficiary shall be paid the lump sum Equivalent of the remaining balance of the Participant's Vested Accrued Benefit.

                6.3         Joint and Survivor Annuities.

                (a)         Subject to Section 6.4, a Participant's Vested Accrued Benefit shall be paid in the Normal Benefit Form. Distribution shall also be made in the form of a joint and survivor annuity if a former Spouse is entitled to survivor annuity benefits under a qualified domestic relations order, as provided in Section 10.7. More than one Spouse may be entitled to joint and survivor annuity benefits. For example, two former Spouses may have been awarded survivor benefits and there may also be a current Spouse. In such cases, this Section shall be applied by dividing the Participant's Vested Accrued Benefit in proportion to the spousal entitlements and then applying this Section to each portion as if each portion were a separate Vested Accrued Benefit belonging to the Participant and the Spouse or former Spouse in question.

                (b)         After a Participant has received the explanation required by subsection (c) of this Section 6.3, the Participant and his or her Spouse, if any, if such Spouse is a Beneficiary (or former Spouse if such Spouse has the power to do so under a qualified domestic relations order), may elect, with the consent of the Plan Administrator and in the manner prescribed by it, not to receive a joint and survivor annuity, in which case the Participant shall receive his or her Vested Accrued Benefit in an Optional Benefit Form. This election may be made at any time but must be made no later than one year preceding the time benefit payments would otherwise commence under Section 6.1. This election shall become irrevocable one year preceding the time benefit payments would otherwise commence under Section 6.1. Spousal consents to elections waiving joint and survivor annuity benefits that are required must be given in writing witnessed by a representative of the Plan Administrator or a notary public. A spousal consent will only be valid if it also consents to both the alternative form of payment chosen and the Beneficiary, if any, thereunder and only if the form of payment and the Beneficiary cannot be changed without future spousal consent (unless the written spousal consent expressly permits such changes to be made and the Spouse acknowledges that he or she understands that he or she does not have to grant this permission). A Spouse's written consent must acknowledge the effect of the payment and the Beneficiary election to which he or she is consenting. The Plan Administrator in its discretion may refuse to recognize a spousal consent if it believes for any reason that the consent is invalid. Spousal consent shall be waived by the Plan Administrator if a Participant has no Spouse and may be waived if the Spouse cannot be located or for such other reasons authorized in applicable Treasury Regulations. Revocations of previous elections to waive the joint and survivor annuity may be made at any time and any number of times within the election period and new waiver elections may thereafter be made. Revocations of elections to waive the joint and survivor annuity may be made without spousal consent. A spousal consent given by one Spouse shall be invalid as to any former or subsequent Spouse (but no benefit shall be payable under this Section to a person who becomes the Participant's Spouse after the Participant's benefit payments under the Plan have commenced).

                (c)         Assuming sufficient notice of termination of Employment has been provided to the Plan Administrator, no less than thirty nor more than ninety days before termination of Employment, the Plan Administrator shall furnish each Participant with a written explanation of the terms and conditions of the Normal Benefit Form, the Participant's right to make an election to waive the Normal Benefit Form or to revoke a previous election and the effect of such election or revocation, the rights of the Participant's Spouse in connection with an election by the Participant, and the relative values of the Optional Benefit Forms then available under the Plan.

                6.4         Optional Benefit Forms. Instead of receiving a benefit in the Normal Benefit Form, a Participant may elect to receive payments in an Optional Benefit Form. This election must be made in writing in accordance with the requirements of the Plan Administrator and must be delivered to the Plan Administrator prior to the Participant's termination of Employment. A married Participant may be required to obtain his or her Spouse's consent to this election pursuant to the rules set forth in Section 6.3(b). If an Optional Benefit Form provides benefits to a Beneficiary, election of the Optional Benefit Form shall not be effective unless the Beneficiary is alive on the date of the Participant's Retirement. The Optional Benefit Forms available to a Participant are as follows:

                (a)         A cash lump sum which is the Equivalent of the Participant's Vested Accrued Benefit.

                6.5         Funeral Benefit. In addition to any other benefit payable under the Plan, the estate of a Participant who dies before termination of Employment shall be paid a cash lump sum in the amount of $5,000 to cover funeral expenses of the Participant. This additional benefit shall be paid only if the estate gives written notice of the Participant's death to the Plan Administrator and only if the Participant had a Vested Accrued Benefit, without regard to whether any or all of the Vested Accrued Benefit will be paid. This benefit shall be reduced by the funeral benefit, if any, which became payable with respect to the Participant under section 6.3 of the Capital Accumulation Plan.

                6.6         Delay in Distribution.

                (a)         If the amount payable under this Article cannot be ascertained or the person to whom it is payable has not been determined or located and reasonable efforts to do so have been made, then distributions under this Article shall commence, retroactive to the date they would normally have commenced, within a reasonable time after such amount is ascertained or such person is determined or located.

                (b)         Distribution of benefits to a Participant shall not be triggered by the transfer of the Participant to any other job (whether or not with the Employer or an affiliate) if the transfer is arranged by the Employer. The Participant's benefit will commence when the Participant ceases to be employed by the Employer or by any other company for which the Participant worked in an Employer-arranged job.

                6.7         No Suspension of Benefits. Benefits which are in pay status shall not be suspended if a Participant subsequently performs services for the Employer in any capacity.

                6.8         Release Required. No benefits shall be payable to a Participant unless the Participant executes a general release waiving any and all claims the Participant may have against the Employer and related parties. The release shall be made on the form prescribed by the Employer and cannot be given any earlier than one month before benefit payments are expected to commence. A release shall not be required with respect to benefits that become payable under the Plan because of termination of Employment due to death.

ARTICLE VII

ADMINISTRATION OF THE PLAN

                7.1         Duties of the Plan Administrator. The Plan Administrator shall be responsible for the general administration and management of the Plan. The Plan Administrator shall have all powers and duties and the discretion necessary to fulfill its responsibilities, including, but not limited to, the following powers and duties:

                (a)         To determine all questions relating to the future eligibility of persons to participate;

                (b)         To determine the amount and kind of benefits consistent with this Plan that are payable to Participants;

                (c)         To maintain all records necessary for the administration of the Plan;

                (d)         To provide for disclosure of all information and filing or provision of all reports and statements to Participants, Spouses, Beneficiaries or governmental bodies as shall be required by ERISA or any other federal law;

                (e)         To adopt or modify Plan Rules, as necessary, for the regulation or application of the Plan; such Rules may establish administrative procedures or requirements which modify the terms of this Plan but Plan Rules shall not substantially alter significant requirements or provisions of the Plan;

                (f)         To administer the claims procedure set forth in Section 7.4 below;

                (g)         To delegate any power or duty to any firm or person in accordance with Section 7.2 below; and

                (h)         To exercise all other powers or duties granted to the Plan Administrator by other provisions of the Plan.

                7.2         Delegation of Administrative.

                (a)         The Plan Administrator may delegate all or any portion of its administrative responsibilities with respect to the Plan to any other person pursuant to this Section.

                (b)         A delegation under this Section shall be accomplished by a written instrument executed by the Plan Administrator specifying responsibilities delegated and the fiduciary responsibilities allocated to such delegate. The delegation of such responsibilities shall be effective upon the date specified in the delegation, subject to written acceptance by the delegate. Any delegation of responsibilities shall provide for reports, no less often than annually, by such delegate to the Plan Administrator of such information necessary to fully inform the Plan Administrator of the status and operation of the Plan and of the delegate's discharge of responsibilities delegated.

                7.3         Compensation, Expenses and Indemnity.

                (a)         The Plan Administrator and any delegate under Section 7.2 above who is an Employee shall serve without compensation for services to the Plan. The Employer shall furnish the Plan Administrator or any such delegate with all clerical or other assistance necessary in the performance of his or her duties. The Plan Administrator is authorized to employ such legal counsel and advisors as it may deem advisable to assist in the performance of its duties hereunder.

                (b)         All costs of administering the Plan (including the cost of legal services described in subsection (a)) shall be paid by the Employer. Except as the Plan Administrator otherwise directs, any expenses incurred in resolving disputes among different claimants as to their entitlement to a benefit shall be charged against the benefit, which shall be reduced accordingly.

                (c)         To the extent permitted by applicable law, the Employer shall indemnify and save harmless the Board of Directors, the Plan Administrator and any delegate appointed pursuant to Section 7.2 above who is an Employee against any and all expenses, liabilities and claims (including legal fees incurred to defend against such liabilities and claims) arising out of their discharge in good faith of responsibilities under or incident to the Plan. Expenses and liabilities arising out of willful misconduct shall not be covered under this indemnity. This indemnity shall not preclude such further indemnities as may be available under insurance purchased by the Employer or provided by the Employer under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, as such indemnities are permitted under applicable law. Payments with respect to any indemnity and payment of expenses or fees shall be made only from assets of the Employer.

                7.4         Claims Procedure.

                (a)         Normally, a Participant, Beneficiary Contingent Annuitant or Spouse need not present a formal claim in order to qualify for rights or benefits under this Plan. However, if any such person (a "claimant") does not believe he or she will receive the benefits to which the person is entitled or believes that the Plan is not being operated properly, the claimant must file a formal claim under the procedures set forth in this Section. A formal claim must be filed within six months of the date upon which the claimant (or his or her predecessor in interest) first knew (or should have known) of the facts upon which the claim is based.

                (b)         A claim by any person shall be presented to the Plan Administrator in writing. A claims official appointed by the Plan Administrator shall, within ninety days of receiving the claim, consider the claim and issue his or her determination thereon in writing. The claims official may extend the determination period for up to an additional ninety days by giving the claimant written notice. If the claim is granted, the benefits or relief the claimant seeks will be provided.

                (c)         If the claim is wholly or partially denied, the claims official shall, within ninety days (or such longer period as described above), provide the claimant with written notice of the denial, setting forth, in a manner calculated to be understood by the claimant,

                (i)         the specific reason or reasons for the denial,

                (ii)         specific references to pertinent Plan provisions on which the denial is based,

                (iii)         a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why the material or information is necessary, and

                (iv)         an explanation of the Plan's claim review procedure.

                If the claims official fails to respond to the claim in a timely manner, the claimant may treat the claim as having been denied by the claims official.

                (d)         Each claimant shall have the opportunity to appeal in writing the claims official's denial of a claim to a review official (which may be a person or a committee) designated by the Plan Administrator for a full and fair review. A claimant must request review of a denied claim within sixty days after receipt by the claimant of written notice of denial of his or her claim or within sixty days after such written notice was due, if the written notice was not sent. In connection with the review proceeding, the claimant or his or her duly authorized representative may review pertinent documents and may submit issues and comments in writing. The claimant may only present evidence and theories during the review which the claimant presented during the claims procedure, except for information which the claims official requested the claimant to provide to perfect the claim (see subsection (c)(iii) of this Section 7.4). Any claims which the claimant does not in good faith pursue through the review stage of the procedure shall be treated as having been irrevocably waived.

                (e)         The Plan Administrator shall adopt procedures pursuant to which claims shall be reviewed and may, in its discretion, adopt different procedures for different claims without being bound by past actions. Any procedures adopted, however, shall be designed to afford a claimant a full and fair review of his or her claim.

                (f)         The decision by the review official upon review of a claim shall be made not later than sixty days after the written request for review is received by the Plan Administrator, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than one hundred twenty days after receipt of the request for review.

                (g)         The decision on review shall be in writing and shall include specific reasons for the decision written in a manner calculated to be understood by the claimant, with specific references to the pertinent Plan provisions on which the decision is based.

                (h)         If a claimant pursued his or her claim through the review stage of the claims procedure and the claim was denied (or the review official failed to decide the claim on a timely basis, in which case it shall be deemed denied), the claimant will be permitted to appeal the denial by arbitration pursuant to Section 7.5 below of the Plan. In no event shall any claim to which this procedure applies be subject to resolution by any means (such as in a court of law) other than by this claim procedure or arbitration under Section 7.5 below.

                (i)         This Section shall apply to a claim notwithstanding any failure by the Plan Administrator or its delegates to follow the procedures in this Section with respect to the claim. However, an arbitrator reviewing such a claim may permit a claimant to present additional evidence or theories if the arbitrator determines that the claimant was precluded from presenting them during the claim and review procedures due to procedural errors of the Plan Administrator or its delegates.

                7.5         Effect of Plan Administrator Action. The Plan shall be interpreted by the Plan Administrator and all Plan fiduciaries in accordance with the terms of the Plan and their intended meanings. However, the Plan Administrator and all Plan fiduciaries shall have the discretion to make any findings of fact needed in the administration of the Plan, and shall have the discretion to interpret or construe ambiguous, unclear or implied (but omitted) terms in any fashion they deem to be appropriate in their sole judgment. The validity of any such finding of fact, interpretation, construction or decision shall not be given de novo review if challenged in court, by arbitration or in any other forum, and shall be upheld unless clearly arbitrary or capricious. To the extent the Plan Administrator or any Plan fiduciary has been granted discretionary authority under the Plan, the Plan Administrator's or Plan fiduciary's prior exercise of such authority shall not obligate it to exercise its authority in a like fashion thereafter. If, due to errors in drafting, any Plan provision does not accurately reflect its intended meaning, as demonstrated by consistent interpretations or other evidence of intent, or as determined by the Plan Administrator in its reasonable judgment, the provision shall be considered ambiguous and shall be interpreted by the Plan Administrator and all Plan fiduciaries in a fashion consistent with its intent, as determined by the Plan Administrator. The Plan Administrator, without the need for Board of Directors' approval, shall amend the Plan retroactively to cure any such ambiguity. This Section may not be invoked by any person to require the Plan to be interpreted in a manner which is inconsistent with its interpretation by the Plan Administrator or by any Plan fiduciaries. All actions taken and all determinations made in good faith by the Plan Administrator or by Plan fiduciaries shall be final and binding upon all persons claiming any interest in or under the Plan. This Section shall cease to apply upon the occurrence or a Change in Control (see Section 5.1(b)(ii)) and it shall thereafter never be reinstated in any way.

ARTICLE VIII

AMENDMENT AND TERMINATION OF THE PLAN

                8.1         Amendments.

                (a)         Bergen Brunswig Corporation, through its Board of Directors, reserves the right at any time to amend the Plan or to merge, consolidate, divide or otherwise restructure the Plan prospectively or retroactively, in accordance with this Article VIII, subject to the restrictions and accrued rights of Participants as set forth in Articles III, IV, V and VI and Section 7.5, which take effect upon the occurrence of a change in control (as defined in Section 5.1(b)(ii)).

                (b)         All amendments or other changes shall be adopted in writing by resolution of the Board of Directors or, in the case of an amendment that does not substantially alter the nature or expense of the Plan, by the Plan Administrator without Board approval.

                (c)         Any material modification of the Plan by amendment or termination shall be communicated to all interested parties in the time and manner required by law.

                (d)         No Plan amendment shall be applied retroactively to decrease the Vested percentage or Vested Accrued Benefit of a Participant or former Participant whose Employment terminated before the date the amendment became effective.

                (e)         No Plan amendment shall be applied retroactively to decrease the amount of Service credited to any person for Employment before the date the amendment became effective.

                (f)         Except as provided in subsections (d) and (e) of this Section 8.1, all rights under the Plan shall be determined under the terms of the Plan as in effect at the time the determination is made.

                8.2         Termination of Plan. The Plan is intended to be a permanent program, but any Employer, through its Board of Directors, shall have the right at any time to declare the Plan terminated completely as to it or as to any of the Employer's divisions, facilities, operational units or job classifications. If the Plan is terminated, all unvested benefits shall be forfeited but all Vested benefits shall remain payable. The Employer may accelerate the payment of such benefits, however, and pay the person entitled to the benefit the Equivalent of the remaining payments due.

ARTICLE IX

FUNDING OF BENEFITS

                9.1         Plan is Unfunded. This Plan is, for purposes of ERISA and the Code, an unfunded deferred compensation plan for a select group of management and highly compensated employees. Participants and their Beneficiaries, successors and assigns shall have no legal or equitable rights, interests or claims in any property or assets of an Employer. Any and all of an Employer's assets shall be, and remain, the general, unpledged unrestricted assets of the Employer. An Employer's obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future.

                9.2         Trust. Bergen Brunswig Corporation shall establish the Trust, and the Adopting Employers shall at least annually transfer over to the Trust such assets as the Adopting Employers determine, in good faith, are necessary to provide for each Employer's future liabilities created under this Plan. Whether or not an Employer funds the Trust, it shall at all times remain liable to carry out its obligations under the Plan.

9.3 Interrelationship of the Plan and the Trust. The provisions of the Plan shall govern the rights of a Participant to receive distributions pursuant to the Plan. The provisions of the Trust shall govern the rights of the Employers, Participants and the creditors of the Employers to the assets transferred to the Trust. Each Employer shall at all times remain liable to carry out its obligations under the Plan. Each Employer's obligations under the Plan may be satisfied with Trust assets distributed pursuant to the terms of the Trust, and any such distribution shall reduce the Employer's obligations under this Plan.

ARTICLE X

MISCELLANEOUS PROVISIONS

                10.1         Payments.

               (a)         In the event any amount becomes payable under the Plan to a minor or a person who, in the sole judgment of the Plan Administrator, is considered to be unable to give a valid receipt for the payment by reason of physical or mental condition, the Plan Administrator may direct that payment be made to any person found by the Plan Administrator, in its sole judgment, to have assumed the care of the person in question. Any payment made pursuant to such a finding shall constitute payment by the Plan and result in a full release and discharge of the Plan Administrator, the Employer and their officers, directors, employees, agents and representatives.

               (b)         Payment of benefits to the person entitled thereto may be made by a check sent first class mail, address correction requested, to the last known address on file with the Plan Administrator. If within six months from the date of issuance of the check the payment letter cannot be delivered to the person entitled thereto or the check has not been negotiated, all benefits under the Plan may be forfeited at the discretion of the Plan Administrator.

               (c)         If the Plan Administrator retains at the Plan's expense a private investigator or other person or service to assist in locating a missing person, all costs incurred for such services shall be charged to the benefit to which the missing person was entitled (which shall be reduced by the amount of the costs incurred), except as the Plan Administrator may otherwise direct.

               10.2         Consolidation or Merger of Companies. In the event of the consolidation or merger of the Employer with or into any other business entity, or the sale by the Employer of all of its assets, the successor may continue the Plan by adopting the same by resolution of its board of directors or agreement of its partners or proprietor. This Plan shall not be construed as preventing the Employer from selling, transferring or otherwise disposing of all or any part of the business or assets of the Employer, and the purchaser of all or any part of the Employer shall not be obligated to continue this Plan. If, within ninety days from the effective date of a consolidation, merger or sale of assets, the new corporation, partnership or proprietorship does not adopt the Plan, the Plan shall be terminated in accordance with Section 8.2 above.

               10.3         Adoption of Plan to Cover Other Companies, Facilities or Groups. Any company, with the approval of the Plan Administrator, may adopt the Plan (as a whole company or as to any one or more divisions or facilities or other employment classifications) effective as of the date it specifies. Adoption shall be accomplished either by action of the adopting company (without board approval) or by resolution of the adopting company's own board of directors or agreement of its partners. The same procedure shall be followed when an Employer that has adopted the Plan wishes to change the positions or facilities covered by this Plan.

                10.4         Termination of Employment

                (a)         A person's Employment shall terminate upon the first to occur of his or her resignation from or discharge by the Employer, or his or her death or retirement. A person's Employment shall not terminate on account of an authorized leave of absence, sick leave or vacation, or on account of a military leave described in subsection (b) of this Section 10.4, a direct transfer between Employers or a temporary layoff for lack of work. However,

                (i)         continuation upon a temporary layoff for lack of work for a period in excess of the number of months allowable under applicable personnel policies of the Employer shall be considered a discharge effective as of the end of the last day of such period,

                (ii)         failure to return to work upon expiration of any leave of absence, sick leave or vacation or within the time period allowed under applicable personnel policies of the Employer after recall from a temporary layoff for lack of work shall be considered a resignation effective as of the expiration of such leave of absence, sick leave, vacation or layoff, and

                (iii)         solely for purposes of this Plan, Employment shall not terminate until the expiration of all severance benefits payable by the Employer.

                (b)         Any Employee who leaves the Employer directly to perform service in the Armed Forces of the United States or in the United States Public Health Service under conditions entitling the Employee to reemployment rights, as provided in the laws of the United States, shall be on military leave. An Employee's military leave shall expire if such Employee voluntarily resigns from the Employer during the leave or if he or she fails to make application for reemployment within the period specified by such laws for the preservation of reemployment rights. In such event, the individual's Employment shall be deemed to terminate by resignation on the date the military leave expired.

                (c)         If a Participant ceases to be employed by the Employer and all related companies, as determined under Section 2.12(e), because of the disposition by the Employer or a related company of its interest in a subsidiary (within the meaning of Code Section 409(d)(3)) or substantially all of the assets (within the meaning of Code Section 409(d)(2)) used by the Employer or a related company in a trade or business, the Participant's Employment shall be considered terminated for all Plan purposes. This subsection shall not apply to the extent it is overridden by any contrary or inconsistent provision in applicable sales documents or any related documents, whether adopted before or after the sale and any such contrary or inconsistent provision shall instead apply and is hereby incorporated in the Plan by this reference.

                (d)         If an Employee is absent from work because of such individual's pregnancy, the birth of a child, placement of an adopted child, or caring for an adopted or natural child following birth or placement, determinations of whether the Employee has incurred a Break in Service because of the absence shall be made in accordance with the following special rules:

                (i)         If the maternity/paternity absence is an Employer-approved leave of absence, it shall be treated as any other approved leave of absence (i.e., a Break in Service will not occur until the individual's Employment terminates because he or she quits or is discharged or he or she is considered terminated pursuant to Section 10.4(a)).

                (ii)         If the maternity/paternity absence is not an Employer-approved leave of absence the individual's Employment will be deemed terminated as of the date determined under applicable personnel policies of the Employer but the individual shall not incur a Break in Service until the end of the second three hundred and sixty-five consecutive day period of his or her absence from Employment. If the individual returns to Employment during the first three hundred and sixty-five consecutive days of absence, the period of absence shall be treated as Service. If the individual returns to Employment during the second three hundred and sixty-five consecutive day period of absence, the portion of that second period which precedes the individual's return to Employment will not be a Break in Service but will not count as Service.

                (e)         No credit shall be given under subsection (d) unless the Employee files a written request which establishes valid reasons for the absence, as determined by the Plan Administrator.

                (f)         Except to the extent that a maternity or paternity absence constitutes an authorized leave of absence from the Employer under applicable personnel policies, an Employee who is absent from work for reasons of maternity or paternity shall be deemed to have terminated Employment for all purposes of this Plan other than the special rules in subsection (d).

                10.5         Determination of Hours of Service. This Plan uses the elapsed time system for crediting Service. Therefore, a Participant's hours of Service need not be measured or defined by this Plan.

                10.6         Alienation. Except as otherwise provided in this Plan, the rights of a Participant, Spouse or Beneficiary under the Plan shall not be subject to any claim of any creditor nor to attachment or garnishment or other legal process by any creditor. A Participant, Spouse or Beneficiary shall not have the right to alienate, anticipate, commute, pledge, encumber or assign any of the benefits or payments or proceeds which the individual may expect to receive, contingently or otherwise, under the Plan. The provisions of this Section shall not preclude any assignment or alienation expressly required under applicable pension law or other provisions of the Plan.

                10.7         Division of Benefits by Domestic Relations Orders.

                (a)         This Plan will follow the terms of any qualified domestic relations order issued with respect to a Participant. However, except as provided in subsection (e), the Plan will only follow orders which meet all of the requirements of subsection (b) or subsection (c). Subsection (c) establishes an optional standardized procedure.

                (b)         A "qualified domestic relations order" is any judgment, decree or order, including the approval of a property settlement agreement, issued by a court of competent jurisdiction, provided that

                (i)         the order relates to the provision of child support, alimony or marital property rights and is made pursuant to state domestic relations or community property laws;

                (ii)         the order creates or recognizes the existence of an alternate payee's right to receive all or a portion of a Participant's Accrued Benefit;

                (iii)         the order specifies the name and last known mailing address of the Participant and each alternate payee covered by the order;

                (iv)         the order precisely specifies the amount or percentage of the Participant's Accrued Benefit to be paid to each alternate payee or the manner in which the amount or percentage is to be determined;

                (v)         the order specifies the number of payments or the period to which the order applies;

                (vi)         the order specifically names this Plan as the plan to which the order applies;

                (vii)         the order does not require this Plan to provide any type of benefits or form of benefits not otherwise provided under this Plan;

                (viii)         the order does not require the payment of benefits to an alternate payee which are required to be paid to another alternate payee under another order previously determined by the Plan Administrator to be a qualified domestic relations order; and

                (ix)         (if the order requires that payments to the alternate payee commence before they commence with respect to the Participant) the order (x) specifies that payments will not commence before the earlier of (1) the date on which the Participant attains age fifty or the first date on which the Participant could begin receiving benefits under the Plan if the Participant's Employment terminated, whichever is later, or (2) the date benefits first become payable to the Participant and (y) does not permit the alternate payee to elect a joint and survivor annuity covering the alternate payee and a spouse (other than the Participant).

                                A qualified domestic relations order may provide that a former Spouse of the Participant is to be treated as a surviving Spouse for purposes of the pre-retirement or post-retirement joint and survivor annuity provisions of this Plan. Subsection (d) of this Section 8.7 sets forth the procedures under which the Plan Administrator shall determine whether a domestic relations order properly qualifies.

                (c)         The Plan Administrator at its discretion may furnish on request a standard form of qualified domestic relations order to a Participant or any other person. This order may provide for an immediate lump sum payment of the Equivalent of the amount to which the Plan Administrator shall treat it as a qualified domestic relations order and shall pay benefits to the alternate payee in accordance with its terms. If this procedure is not followed, the alternate payee (i) must wait until the time described in subsection (b)(ix) of this Section 10.7 before benefits which are not in pay status can become payable to the alternate payee and (ii) cannot use any special forms of benefit payment authorized in the standard form of order. Any special benefit form provisions in standard domestic relations orders adopted by the Plan Administrator shall be authorized as benefit options under this Plan, but only as Plan Administrator shall treat it as a qualified domestic relations order and shall pay benefits to the alternate payee in accordance with its terms. If this procedure is not followed, the alternate payee (x) must wait until the time described in subsection (b)(ix) of this Section 10.7 before benefits which are not in pay status can become payable to the alternate payee and (y) cannot use any special forms of benefit payment authorized in the standard form of order. Any special benefit form provisions in standard domestic relations orders adopted by the Plan Administrator shall be authorized as benefit options under this Plan, but only as to alternate payees for whom the standard order has been used.

                (d)         The Plan Administrator need not treat any judgment, decree or order as a qualified domestic relations order unless it meets all of the requirements set forth in subsection (b) or (c) of this Section 10.7 and is sufficiently precise and unambiguous so as to preclude any interpretative disputes. If the order meets these requirements, the Plan Administrator shall follow the terms of the order whether or not this Plan has been joined as a party to the litigation out of which the order arises. Upon receipt of a domestic relations order, the Plan Administrator shall notify the Participant and each alternate payee of (i) its receipt of the order and (ii) its need to determine the qualified status of the order in accordance with subsection (b) or (c) of this Section 10.7. An alternate payee may designate a representative to receive copies of future notices with respect to the qualified status of the order. To the extent an order calls for benefits to be paid to an alternate payee before the qualified nature of the order is determined, a separate account shall be established to hold the benefit payments affected by the order. This account shall be administered in accordance with the rules set forth in Section 206(d)(3)(H) of ERISA.

                (e)         The Plan Administrator in its discretion may treat a property settlement agreement or stipulation which is not contained in a judgment, decree or order as a qualified domestic relations order if it meets all of the other requirements of this Section.

                10.8         Legal Costs; Increased Benefit.

                (a)         The Employer shall pay to a Participant all reasonable attorneys' fees and necessary costs and disbursements incurred by or on behalf of such Participant in connection with or as a result of a dispute under this Agreement, whether or not the Participant ultimately prevails. Attorneys' fees shall be paid by the Employer within 30 days of presentment by the Participant to the Employer of an invoice received by the Participant from the Participant's attorneys. Any late payments under this Section shall bear interest at a rate of twenty percent (20%) per month.

                (b)         If the Employer disputes any position taken by a Participant under this Agreement and the Participant prevails, the Participant's benefit under this Plan shall be doubled and the increased amount shall become immediately due and payable to the Participant.

                10.9         Duty to Provide Data.

                (a)         Every person with an interest in the Plan or claiming benefits under the Plan shall furnish the Plan Administrator on a timely and accurate basis with such documents, evidence or information as it considers necessary or desirable for the purpose of administering the Plan. The Plan Administrator may postpone payment of benefits until such information and such documents have been furnished.

                (b)         Once every twelve months every person claiming a benefit under this Plan shall file a signed, written notice to the Plan Administrator of his or her post office address and each change of post office address. Any communication, statement or notice addressed to such a person at his or her latest post office address as filed with the Plan Administrator will, on deposit in the United States mail with postage prepaid, be as binding upon such person for all purposes of the Plan as if it had been received, whether actually received or not. If a person fails to give notice of his or her correct address, the Plan Administrator, the Employer and Plan fiduciaries shall not be obliged to search for, or to ascertain, his or her whereabouts.

                10.10         Limitation on Rights of Employees. Except as otherwise required by law or in other written agreements between the Employer and Participant, nothing contained in the Plan shall give any Participant the right to be retained in the service of the Employer or to interfere with or restrict the right of the Employer, which is hereby expressly reserved, to discharge or retire any Participant at any time, with or without cause. Except as otherwise required by law or in other written agreements between the Employer and Participant, inclusion under the Plan will not give any Participant any right or claim to any benefit hereunder except to the extent such right has specifically become fixed under the terms of the Plan. If any dispute arises under the Plan between a Participant and the Employer or any of its subsidiaries, such subsidiary or any other Participant shall not be necessary parties to the dispute and need not be named in any litigation. Except as otherwise provided herein, benefits under this Plan shall not be accelerated merely because there is a change in ownership of the Employer. This Plan shall not obligate the Employer to maintain a minimum net worth in order to insure payment of benefits. The doctrine of substantial performance shall have no application to Employees or Participants. Each condition and provision, including numerical items, has been carefully considered and constitutes the minimum limit on performance which will give rise to the applicable right.

                10.11         Restrictions. A Participant shall not at any time, either directly or indirectly, accept employment with, render service, assistance or advice to, or allow his or her name to be used by any competitor of the Employer unless approved by the Executive Committee of the Board of Directors. Determination by the Executive Committee of the Board of Directors that the Participant has engaged in any such activity shall be binding and conclusive on all parties, and in addition to all other rights and remedies which the Employer shall have, the Participant shall not be entitled to any payments hereunder. This provision shall cease to apply upon a Change in Control, as defined in Section 5.1(b)(ii).

                10.12         Service of Process. The Secretary of Bergen Brunswig Corporation is hereby designated as agent for the service of legal process on the Plan.

                10.13         Spouse's Interest. The interest in the benefits hereunder of a Spouse of a Participant who has predeceased the Participant shall automatically pass to the Participant and shall not be transferable by such Spouse in any manner, including but not limited to such Spouse's will, nor shall such interest pass under the laws of intestate succession.

                10.14         Distribution in the Event of Taxation. If, for any reason, all or any portion of a Participant's benefit under this Plan becomes taxable to the Participant prior to receipt, a Participant's Employer shall distribute to the Participant immediately available funds in an amount equal to the taxable portion of his or her benefit.

                10.15         Governing Law. Subject to ERISA, the Plan shall be interpreted, administered and enforced in accordance with the internal laws of the State of California without regard to its conflicts of laws principles.

                10.16         Plurals. Where the context so indicates, the singular shall include the plural and vice versa.

                10.17         Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of the Plan.

                10.18         References. Unless the context clearly indicates to the contrary, a reference to a Plan provision, statute, regulation or document shall be construed as referring to any subsequently enacted, adopted or executed counterpart.

                10.19         Entire Agreement. This Plan contains the full and complete understanding of the parties with respect to the subject matter hereof and supersedes all prior representations and understandings, whether oral or written.

                10.20         Severability. In the event that any provision hereof or any obligation or grant of rights herein is found invalid or unenforceable pursuant to judicial decree or decision, any such provision, obligation or grant of rights shall be deemed and construed to extend only to the maximum extent permitted by law, and the remainder of this Plan shall remain valid and enforceable according to its terms.

                10.21         Withholding. Anything in this Plan to the contrary notwithstanding, all payments required to be made hereunder to a Participant or Beneficiaries shall be subject to the withholding of such amounts relating to taxes as the Plan Administrator may reasonably determine should be withheld pursuant to any applicable law or regulation.

                IN WITNESS WHEREOF, the Company has caused this Amendment and Restatement to be executed by its duly authorized officer as of the 24th day of September, 1998.

By Order of the Board of Directors of

BERGEN BRUNSWIG CORPORATION,

a New Jersey corporation

By:________________________________

       Executive Vice President,

       Chief Legal Officer and Secretary

EX-21

EXHIBIT 21

BERGEN BRUNSWIG CORPORATION AND SUBSIDIARIES

SUBSIDIARIES OF REGISTRANT

The following is a list of the significant subsidiaries of registrant as of November 30, 2000:

		PERCENTAGE
		OF VOTING
		SECURITIES
	STATE OF	OWNED BY
NAME	INCORPORATION	REGISTRANT
Durr-Fillauer Medical, Inc.	Delaware		100	%
Bergen Brunswig Drug Company	California		(1)
ASD Specialty Healthcare, Inc.	California		(1)
PharMerica, Inc.	Delaware		100	%

(1) 100% owned by Durr-Fillauer Medical, Inc.

EX-23

EXHIBIT 23

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in Registration Statement Nos. 2-54345, 2-63803, 2-75715, 2-88474, 2-96491, 33-32465, 33-57537, 333-77867, 333-77869, 333-77871, 333-77873 on Form S-8 and in Registration Statement Nos. 33-55136, 33-53817, 33-57325, 33-59784, 333-631, 333-63441, 333-65901, 333-68751, 333-71071 and 333-74349 on Form S-3 of our report dated November 1, 2000 (except for Note 17, as to which the date is December 20, 2000), appearing in this Annual Report on Form 10-K of Bergen Brunswig Corporation for the fiscal year ended September 30, 2000.

Our audits of the financial statements referred to in our aforementioned report also included the financial statement schedule of Bergen Brunswig Corporation, listed in Item 14(a)(2). This financial statement schedule is the responsibility of the Corporation's management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth herein.

/s/   Deloitte & Touche LLP

Costa Mesa, California

December 26, 2000

EX-99

Exhibit 99(a)

BERGEN BRUNSWIG CORPORATION
STATEMENT REGARDING FORWARD-LOOKING INFORMATION

               The Private Securities Litigation Reform Act of 1995 (the "Act") provides a "safe harbor" for "forward-looking statements" (as defined in the Act). The Form 10-K to which this exhibit is attached, the Company' s Annual Report to Shareowners, any Form 10-K, any other Form 10-Q or any Form 8-K of the Company, or any other written or oral statements made by or on behalf of the Company may include forward-looking statements which reflect the Company's current view (as of the date such forward-looking statement is made) with respect to future events, prospects, projections or financial performance. These forward-looking statements are subject to certain uncertainties and other factors that could cause actual results to differ materially from those made, implied or projected in such statements. These uncertainties and other factors include, but are not limited to, uncertainties relating to general economic conditions; the loss of one or more key customer or supplier relationships, including pharmaceutical or medical-surgical manufacturers for which alternative supplies may not be available; the malfunction or failure of the Company's information systems, including malfunctions or failures associated with readiness issues and the costs and difficulties related to the integration of recently acquired businesses and such businesses to produce earnings that were anticipated or planned for; changes to the presentation of financial results and position resulting from adoption of new accounting principles or upon the advice of the Company's independent auditors, or the staff of the Securities and Exchange Commission; changes in the distribution or outsourcing pattern for pharmaceutical or medical-surgical products and/or services, including any increase in direct distribution or decrease in contract packaging by pharmaceutical manufacturers; application of, changes in, or failure to comply with, government regulations; the costs and other effects of legal and administrative proceedings and governmental audits including various pending litigation matters and the Bergen securities cases as described and defined in Part 1, Item 3 entitled "Legal Proceedings" of this Annual Report; competitive factors in the Company's healthcare service businesses, including pricing pressures; the continued financial viability and success of the Company's customers and suppliers; technological developments and products offered by competitors; failure to retain or continue to attract senior management or key personnel; risks associated with international operations; including fluctuations in currency exchange ratios; successful challenges to the validity of the Company's patents, copyrights and/or trademarks; difficulties or delays in the development, production and marketing of new products and services; strikes or other labor disruptions; labor and employee benefit costs; injuries to persons or property resulting from the operation of the Company's business; pharmaceutical and medical-surgical manufacturers' pricing policies and overall drug and medical-surgical supply price inflation; changes in buying practices of hospital buying groups or hospitals; availability and cost of attractive acquisition candidates; the continuation of various trends in the long-term care market (including the trends toward consolidation, cost containment and the implementation of the Medicare prospective payment system); the effect of reforms of the health care delivery system; and other factors referenced in the Form 10-K to which this exhibit is attached or other filings or written or oral statements made by or on behalf of the Company. The words "believe", "expect", "anticipate", "project", and similar expressions identify "forward-looking statements", which speak only as of the date the statement was made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.