AMERISOURCEBERGEN CORP (Form: 10-Q, Received: 02/05/2009 16:49:46)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2008


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

FOR THE TRANSITION PERIOD FROM TO

Commission file number 1-16671

AMERISOURCEBERGEN CORPORATION

(Exact name of registrant as specified in its charter)


Delaware		23-3079390

(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


1300 Morris Drive, Chesterbrook, PA		19087-5594

(Address of principal executive offices)		(Zip Code)

(610) 727-7000

(Registrant’s telephone number, including area code)

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

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


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

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

The number of shares of common stock of AmerisourceBergen Corporation outstanding as of January 31, 2009 was 152,277,593.

AMERISOURCEBERGEN CORPORATION

INDEX


	Page No.
Part I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

Consolidated Balance Sheets, December 31, 2008 and September 30, 2008		3

Consolidated Statements of Operations for the three months ended December 31, 2008 and 2007		4

Consolidated Statements of Cash Flows for the three months ended December 31, 2008 and 2007		5

Notes to Consolidated Financial Statements		6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		19

Item 3. Quantitative and Qualitative Disclosures About Market Risk		29

Item 4. Controls and Procedures		29

Part II. OTHER INFORMATION

Item 1. Legal Proceedings		29

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		30

Item 6. Exhibits		31

SIGNATURES		33

Exhibit 10.6
Exhibit 10.7
Exhibit 10.8
Exhibit 10.9
Exhibit 10.10
Exhibit 10.11
Exhibit 10.12
Exhibit 10.13
Exhibit 10.14
Exhibit 10.15
Exhibit 10.16
Exhibit 10.17
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

PART I. FINANCIAL INFORMATION

ITEM I. Financial Statements (Unaudited)

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


	December 31,			September 30,
( in thousands, except share and per share data )	2008			2008
	(Unaudited)

ASSETS

Current assets:
Cash and cash equivalents	$	470,917		$	878,114
Accounts receivable, less allowances for returns and doubtful accounts: $369,631 at December 31, 2008 and $393,714 at September 30, 2008		3,537,704			3,480,267
Merchandise inventories		4,963,704			4,211,775
Prepaid expenses and other		34,744			55,914
Assets held for sale		—			43,691

Total current assets		9,007,069			8,669,761


Property and equipment, at cost:
Land		35,537			35,258
Buildings and improvements		285,946			281,001
Machinery, equipment and other		640,342			616,942

Total property and equipment		961,825			933,201
Less accumulated depreciation		(389,381	)		(381,042	)

Property and equipment, net		572,444			552,159


Other assets:
Goodwill and other intangible assets		2,852,618			2,875,366
Other assets		129,015			120,500

Total other assets		2,981,633			2,995,866


TOTAL ASSETS	$	12,561,146		$	12,217,786


LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable	$	7,655,869		$	7,326,580
Accrued expenses and other		255,695			270,823
Current portion of long-term debt		1,310			1,719
Accrued income taxes		35,488			—
Deferred income taxes		558,435			550,708
Liabilities held for sale		—			17,759

Total current liabilities		8,506,797			8,167,589


Long-term debt, net of current portion		1,185,339			1,187,412
Other liabilities		153,193			152,740

Stockholders’ equity:
Common stock, $0.01 par value — authorized: 600,000,000 shares; issued and outstanding: 240,621,654 shares and 153,303,856 shares at Decemeber 31, 2008, respectively, and 240,577,082 and 156,215,460 shares at September 30, 2008, respectively		2,406			2,406
Additional paid-in capital		3,700,728			3,692,023
Retained earnings		2,574,563			2,479,078
Accumulated other comprehensive loss		(26,556	)		(16,490	)
Treasury stock, at cost: 87,317,798 shares at December 31, 2008 and 84,361,622 shares at September 30, 2008		(3,535,324	)		(3,446,972	)

Total stockholders’ equity		2,715,817			2,710,045


TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	12,561,146		$	12,217,786

See notes to consolidated financial statements.

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)


	Three months ended December 31,
(in thousands, except per share data)	2008			2007

Operating revenue	$	16,881,078		$	16,145,895
Bulk deliveries to customer warehouses		457,299			1,133,488

Total revenue		17,338,377			17,279,383
Cost of goods sold		16,848,529			16,795,167

Gross profit		489,848			484,216
Operating expenses:
Distribution, selling, and administrative		272,026			270,770
Depreciation		15,053			16,069
Amortization		3,856			4,557
Facility consolidations, employee severance and other		1,029			177

Operating income		197,884			192,643
Other loss		429			737
Interest expense, net		14,183			16,414

Income from continuing operations before income taxes		183,272			175,492
Income taxes		70,743			67,083

Income from continuing operations		112,529			108,409
(Loss) income from discontinued operations, net of income taxes		(1,473	)		1,411

Net income	$	111,056		$	109,820


Earnings per share:
Basic earnings per share:
Continuing operations	$	0.73		$	0.66
Discontinued operations		(0.01	)		0.01

Total	$	0.72		$	0.67

Diluted earnings per share:
Continuing operations	$	0.73		$	0.65
Discontinued operations		(0.01	)		0.01

Total	$	0.72		$	0.66


Weighted average common shares outstanding:
Basic		154,297			164,905
Diluted		155,089			167,062

Cash dividends declared per share of common stock	$	0.10		$	0.075

See notes to consolidated financial statements.

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)


	Three months ended December 31,
(in thousands)	2008			2007

OPERATING ACTIVITIES
Net income	$	111,056		$	109,820
Loss (income) from discontinued operations		1,473			(1,411	)

Income from continuing operations		112,529			108,409
Adjustments to reconcile income from continuing operations to net cash used in operating activities:
Depreciation, including amounts charged to cost of goods sold		17,813			18,440
Amortization, including amounts charged to interest expense		4,843			5,390
Provision for doubtful accounts		8,175			3,300
Provision for (benefit from) deferred income taxes		9,681			(13,625	)
Share-based compensation		7,374			7,417
Other		37			743
Changes in operating assets and liabilities, excluding the effects of acquisitions and dispositions:
Accounts receivable		(80,090	)		108,492
Merchandise inventories		(768,924	)		(610,257	)
Prepaid expenses and other assets		22,611			3,854
Accounts payable, accrued expenses and income taxes		366,625			260,131
Other		(4,789	)		2,213

Net cash used in operating activities — continuing operations		(304,115	)		(105,493	)
Net cash (used in) provided by operating activities — discontinued operations		(251	)		4,463

NET CASH USED IN OPERATING ACTIVITIES		(304,366	)		(101,030	)


INVESTING ACTIVITIES
Capital expenditures		(42,344	)		(26,195	)
Cost of acquired companies, net of cash acquired		—			(162,506	)
Proceeds from sales of property and equipment		—			20
Proceeds from the sale of PMSI		14,936			—
Purchases of investment securities available-for-sale		—			(909,105	)
Proceeds from sale of investment securities available-for-sale		—			1,376,524

Net cash (used in) provided by investing activities — continuing operations		(27,408	)		278,738
Net cash used in investing activities — discontinued operations		(1,138	)		(736	)

NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES		(28,546	)		278,002


FINANCING ACTIVITIES
Borrowings under revolving and securitization credit facilities		339,208			1,437,954
Repayments under revolving and securitization credit facilities		(311,689	)		(1,411,148	)
Purchases of common stock		(88,352	)		(311,442	)
Exercise of stock options, including excess tax benefits of $55 and $600 in fiscal 2009 and 2008, respectively		1,331			4,249
Cash dividends on common stock		(15,571	)		(12,498	)
Other		788			(131	)

Net cash used in financing activities — continuing operations		(74,285	)		(293,016	)
Net cash used in financing activities — discontinued operations		—			(21	)

NET CASH USED IN FINANCING ACTIVITIES		(74,285	)		(293,037	)


DECREASE IN CASH AND CASH EQUIVALENTS		(407,197	)		(116,065	)
Cash and cash equivalents at beginning of period		878,114			640,204


CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	470,917		$	524,139

See notes to consolidated financial statements.

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1. Summary of Significant Accounting Policies

Basis of Presentation

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

The accompanying unaudited consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information, with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments (consisting only of normal recurring accruals, except as otherwise disclosed herein) considered necessary to present fairly the financial position as of December 31, 2008 and the results of operations and cash flows for the interim periods ended December 31, 2008 and 2007 have been included. Certain information and footnote disclosures normally included in financial statements presented in accordance with U.S. GAAP, but which are not required for interim reporting purposes, have been omitted. The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2008.

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

Recently Issued Financial Accounting Standards

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements,” which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. FASB Staff Position 157-2 delayed the effective date of the application of SFAS 157 to fiscal years beginning after November 15, 2008 for all nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis.

SFAS 157 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). SFAS 157 establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three levels. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs are observable other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.

In the first quarter of fiscal 2009, the Company adopted SFAS 157 for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The adoption of SFAS 157 did not have any impact on the Company’s financial position, results of operations or liquidity. At December 31, 2008, the Company had $324.0 million of investments in money market accounts, which were valued as level 1 investments. The adoption of this standard in fiscal 2010 as it relates to the Company’s nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis is not expected to have a material impact on the Company’s financial position, results of operations or liquidity.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities, including an amendment of FASB Statement No. 115.” SFAS No. 159 permits the Company to elect fair value as the initial and subsequent measurement attribute for certain financial assets and liabilities that are not otherwise required to be measured at fair value, on an instrument-by-instrument basis. In the first quarter of fiscal 2009, the Company chose not to elect the fair value option for any items not already required to be measured at fair value in accordance with U.S. GAAP. As a result, the adoption of SFAS No. 159 did not have an impact on the Company’s financial position, results of operations or liquidity.

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)

In December 2007, the FASB issued SFAS No. 141R, “Business Combinations,” which replaces SFAS No. 141. SFAS No. 141R establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the goodwill acquired, the liabilities assumed, and any non-controlling interest in the acquired business. SFAS No. 141R also establishes disclosure requirements, which will enable users to evaluate the nature and financial effects of the business combination. SFAS No. 141R is effective as of the beginning of an entity’s fiscal year that begins after December 15, 2008, which will be the Company’s fiscal year beginning October 1, 2009. The Company is currently evaluating the impact of adopting this standard.

Note 2. Discontinued Operations

In October 2008, the Company completed the divestiture of its former workers’ compensation business, PMSI. In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” the Company classified PMSI’s assets and liabilities as held for sale in the consolidated balance sheet as of September 30, 2008 and classified PMSI’s operating results and cash flows as discontinued in the consolidated financial statements for all periods presented.

The following table summarizes the assets and liabilities of PMSI as of September 30, 2008 (in thousands):


Assets:
Accounts receivable	$	44,033
Other assets		(342	)

Liabilities:
Accounts payable		14,959
Other liabilities		2,800

Net assets	$	25,932

PMSI’s revenue and (loss) income before income taxes were as follows:


	Three months ended December 31,
	2008			2007
Revenue	$	28,993		$	108,641
(Loss) income before income taxes		(1,075	)		2,337

The Company sold PMSI for approximately $34 million, which is subject to a final working capital adjustment, and which includes a $19 million subordinated note payable due from PMSI on the fifth anniversary of the closing date (the “maturity date”), of which $4 million may be payable in October 2010, if PMSI achieves certain revenue targets with respect to its largest customer. Interest, which accrues at an annual rate of 7%, will be payable in cash on a quarterly basis, if PMSI achieves a defined minimum fixed charge coverage ratio, or will be compounded semi-annually and paid at maturity. Additionally, if PMSI’s annual net revenue exceeds certain thresholds through December 2011, the Company may be entitled to additional payments of up to $10 million under the subordinated note payable due from PMSI on the maturity date of the note.

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)

Note 3. Income Taxes

The Company files income tax returns in U.S. federal and state jurisdictions as well as various foreign jurisdictions. The Company’s U.S. federal income tax returns for fiscal 2005 and subsequent years remain subject to examination by the U.S. Internal Revenue Service (“IRS”). The IRS is currently examining the Company’s tax return for fiscal 2006. In Canada, the Company is currently under examination for fiscal years 2005 and 2006.

The Company has unrecognized tax benefits, defined as the aggregate tax effect of differences between tax return positions and the benefits recognized in the Company’s financial statements. During the three months ended December 31, 2008, unrecognized tax benefits increased by $3.3 million, primarily due to an increase in state tax positions. As of December 31, 2008, the Company had unrecognized tax benefits of $52.6 million ($37.2 million, net of federal benefit). Included in this amount is $16.3 million of interest and penalties, which the Company continues to record in income tax expense.

If recognized, net of federal benefit, $35.3 million of the Company’s unrecognized tax benefit would reduce income tax expense and the effective tax rate. Also, if recognized, net of federal benefit, $1.9 million of the Company’s unrecognized tax benefit would result in a decrease to goodwill. During the next 12 months, it is reasonably possible that state tax audit resolutions and the expiration of statutes of limitations could result in a reduction of unrecognized tax benefits by approximately $8.6 million.

Note 4. Goodwill and Other Intangible Assets

Following is a summary of the changes in the carrying value of goodwill for the three months ended December 31, 2008 (in thousands):


Goodwill at September 30, 2008	$	2,536,945

Foreign currency translation		(16,597	)


Goodwill at December 31, 2008	$	2,520,348

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


	December 31, 2008							September 30, 2008
	Gross					Net		Gross					Net
	Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
	Amount		Amortization			Amount		Amount		Amortization			Amount

Indefinite-lived intangibles — trade names	$	251,044	$	—		$	251,044	$	252,138	$	—		$	252,138

Finite-lived intangibles:
Customer relationships		116,693		(46,518	)		70,175		119,521		(44,664	)		74,857
Other		31,721		(20,670	)		11,051		31,306		(19,880	)		11,426

Total other intangible assets	$	399,458	$	(67,188	)	$	332,270	$	402,965	$	(64,544	)	$	338,421

Amortization expense for other intangible assets was $3.9 million and $4.6 million in the three months ended December 31, 2008 and 2007, respectively. Amortization expense for other intangible assets is estimated to be $15.6 million in fiscal 2009, $15.0 million in fiscal 2010, $14.0 million in fiscal 2011, $11.9 million in fiscal 2012, $10.2 million in fiscal 2013, and $18.4 million thereafter.

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)

Note 5. Debt

Debt consisted of the following (in thousands):


	December 31,		September 30,
	2008		2008

Blanco revolving credit facility at 1.20% and 3.04%, respectively, due 2009	$	55,000	$	55,000
Receivables securitization facility due 2009		—		—
Multi-currency revolving credit facility at 3.76%, due 2011		232,385		235,130
$400,000, 5 5/8% senior notes due 2012		398,841		398,773
$500,000, 5 7/8% senior notes due 2015		498,166		498,112
Other		2,257		2,116


Total debt		1,186,649		1,189,131
Less current portion		1,310		1,719


Total, net of current portion	$	1,185,339	$	1,187,412

The Company has a $695 million five-year multi-currency senior unsecured revolving credit facility (the “Multi-Currency Revolving Credit Facility”) with a syndicate of lenders. (This amount reflects the reduction of $55 million in availability under the facility as a result of the bankruptcy of Lehman Commercial Paper, Inc. in September 2008.) Interest on borrowings under the Multi-Currency Revolving Credit Facility accrues at specified rates based on the Company’s debt rating and ranges from 19 basis points to 60 basis points over LIBOR/EURIBOR/Bankers Acceptance Stamping Fee, as applicable (40 basis points over LIBOR/EURIBOR/Bankers Acceptance Stamping Fee at December 31, 2008.) Additionally, interest on borrowings denominated in Canadian dollars may accrue at the greater of the Canadian prime rate or the CDOR rate. The Company pays quarterly facility fees to maintain the availability under the Multi-Currency Revolving Credit Facility at specified rates based on the Company’s debt rating, ranging from 6 basis points to 15 basis points of the total commitment (10 basis points at December 31, 2008). The Company may choose to repay or reduce its commitments under the Multi-Currency Revolving Credit Facility at any time. The Multi-Currency Revolving Credit Facility contains covenants, including compliance with a financial leverage ratio test, as well as others that impose limitations on, among other things, indebtedness of excluded subsidiaries and asset sales.

The Company has a $975 million receivables securitization facility (“Receivables Securitization Facility”), of which $181.2 million expires in June 2009 and $793.8 million expires in November 2009. The Company has available to it an accordion feature whereby the commitment may be increased, subject to lender approval, for seasonal needs during the December and March quarters. Effective January 2, 2009, the Company increased its availability by $152 million under the accordion feature. Interest rates are based on prevailing market rates for short-term commercial paper plus a program fee, and vary based on the Company’s debt ratings. The program fee and the commitment fee, on average, were 53 basis points and 20 basis points, respectively, at December 31, 2008. At December 31, 2008, there were no borrowings outstanding under the Receivables Securitization Facility.

The Blanco revolving credit facility (the “Blanco Credit Facility”) is not classified in the current portion of long-term debt on the accompanying consolidated balance sheet at December 31, 2008 because the Company has the ability and intent to refinance it on a long-term basis. Borrowings under the Blanco Credit Facility are guaranteed by the Company. Interest on borrowings under the Blanco Credit Facility accrues at specific rates based on the Company’s debt rating (55 basis points over LIBOR at December 31, 2008). Additionally, the Company pays quarterly facility fees on the full amount of the facility to maintain the availability under the Blanco Credit Facility at specific rates based on the Company’s debt rating (10 basis points at December 31, 2008).

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)

Note 6. Stockholders’ Equity and Earnings Per Share

The following table illustrates comprehensive income for the three months ended December 31, 2008 and 2007 (in thousands):


	2008			2007

Net income	$	111,056		$	109,820
Foreign currency translation adjustments and other		(10,066	)		(2,788	)


Comprehensive income	$	100,990		$	107,032

In November 2008, the Company’s board of directors increased the quarterly dividend by 33% to $0.10 per share.

In May 2007, the Company’s board of directors authorized a program allowing the Company to purchase up to $850 million of its outstanding shares of common stock, subject to market conditions. Subsequently, in November 2007, the Company’s board of directors authorized an increase to the $850 million repurchase program by $500 million. During the three months ended December 31, 2008, the Company purchased 0.6 million shares for $18.1 million to complete this program.

In November 2008, the Company’s board of directors authorized a new program allowing the Company to purchase up to $500 million of its outstanding shares of common stock, subject to market conditions. During the three months ended December 31, 2008, the Company purchased 2.3 million shares under this program for $70.3 million.

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


	Three months ended December 31,
(in thousands)	2008		2007

Weighted average common shares outstanding — basic		154,297		164,905
Effect of dilutive securities — stock options and restricted stock		792		2,157


Weighted average common shares outstanding — diluted		155,089		167,062

Note 7. Facility Consolidations, Employee Severance and Other

The following table illustrates the charges incurred by the Company relating to facility consolidations, employee severance and other for the three months ended December 31, 2008 and 2007 (in thousands):


	2008		2007

Facility consolidations and employee severance	$	1,029	$	(758	)
Costs related to business divestitures		—		935


Total facility consolidations, employee severance and other	$	1,029	$	177

During fiscal 2008, the Company announced a more streamlined organizational structure and introduced an initiative (“cE2”) designed to drive increased customer efficiency and cost effectiveness. In connection with these efforts, the Company reduced various operating costs and terminated certain positions. The Company incurred the majority of its employee severance costs related to the above efforts through December 31, 2008. During the three months ended December 31, 2008, the Company terminated 122 employees and incurred $1.0 million of employee severance costs. Most employees receive their severance benefits over a period of time, generally not in excess of 12 months, while others may receive a lump-sum payment.

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)

During the three months ended December 31, 2007, the Company reversed $0.9 million of employee severance charges previously estimated and recorded relating to its prior integration plan.

The following table displays the activity in accrued expenses and other from September 30, 2008 to December 31, 2008 (in thousands):


	Employee			Lease Cancellation
	Severance			Costs and Other			Total

Balance as of September 30, 2008	$	17,081		$	4,356		$	21,437

Expense recorded during the period		878			151			1,029

Payments made during the period		(3,169	)		(429	)		(3,598	)


Balance as of December 31, 2008	$	14,790		$	4,078		$	18,868

The employee severance balance set forth in the above table as of December 31, 2008 includes an accrual for the Bergen Brunswig Matter as described in Note 8. The lease cancellation costs and other balance set forth in the above table as of December 31, 2008 primarily consists of an accrual for information technology transition costs payable to IBM Global Services.

Note 8. Legal Matters and Contingencies

In the ordinary course of its business, the Company becomes involved in lawsuits, administrative proceedings, government subpoenas, and government investigations, including antitrust, commercial, environmental, product liability, intellectual property, regulatory, employment discrimination, and other matters. Significant damages or penalties may be sought from the Company in some matters, and some matters may require years for the Company to resolve. The Company establishes reserves based on its periodic assessment of estimates of probable losses. There can be no assurance that an adverse resolution of one or more matters during any subsequent reporting period will not have a material adverse effect on the Company’s results of operations for that period. However, on the basis of information furnished by counsel and others and taking into consideration the reserves established for pending matters, the Company does not believe that the resolution of currently pending matters (including the matters specifically described below), individually or in the aggregate, will have a material adverse effect on the Company’s financial condition.

RxUSA Matter

In 2001, the Company sued one of its former customers, Rx USA International, Inc. and certain related companies (“RxUSA”), seeking over $300,000 for unpaid invoices. The matter is pending in the United States District Court for the Eastern District of New York (the “Federal District Court”). Thereafter, RxUSA filed counterclaims alleging breach of contract claiming that it was overbilled for products by over $400,000. RxUSA also alleged violations of the federal and New York antitrust laws, tortious interference with business relations and defamation. The Federal District Court has granted summary judgment for the Company on the antitrust and defamation counterclaims, but denied the motion on the breach of contract and tortious interference counterclaims. In connection with its tortious interference counterclaim, RxUSA asserts compensatory damages of $61 million plus punitive damages. The trial of the Company’s claims and RxUSA’s remaining counterclaims commenced in the Federal District Court on January 26, 2009. The Company is vigorously prosecuting its claim for unpaid invoices and does not believe that the counterclaims asserted by RxUSA have merit, but cannot predict the outcome of the trial or the ultimate outcome of this matter.

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)

New York Attorney General Subpoena

In April 2005, the Company received a subpoena from the Office of the Attorney General of the State of New York (the “NYAG”) requesting documents and responses to interrogatories concerning the manner and degree to which the Company purchased pharmaceuticals from other wholesalers, often referred to as the alternate source market, rather than directly from manufacturers. Similar subpoenas have been issued by the NYAG to other pharmaceutical distributors. After receiving the subpoena, the Company engaged in discussions with the NYAG, initially to clarify the scope of the subpoena and subsequently to provide background information requested by the NYAG. The Company has produced responsive information and documents and will continue to cooperate with the NYAG. Late in fiscal year 2007, the Company received a communication from the NYAG detailing potential theories of liability. Subsequently, the Company met with the NYAG to discuss this matter and has communicated the Company’s position on this matter to the NYAG. The Company believes that it has not engaged in any wrongdoing, but cannot predict the outcome of this matter.

Bergen Brunswig Matter

A former Bergen Brunswig chief executive officer who was terminated in 1999 filed an action that year in the Superior Court of the State of California, County of Orange (the “Superior Court”) claiming that Bergen Brunswig (predecessor in interest to AmerisourceBergen Corporation) had breached its obligations to him under his employment agreement. Shortly after the filing of the lawsuit, Bergen Brunswig made a California Civil Procedure Code § 998 Offer of Judgment to the executive, which the executive accepted. The resulting judgment awarded the executive damages and the continuation of certain employment benefits. Since then, the Company and the executive have engaged in litigation as to what specific benefits were included in the scope of the Offer of Judgment and the value of those benefits. The Superior Court entered an Order in Implementation of Judgment on June 7, 2001, which identified the specific benefits encompassed by the Offer of Judgment. Following submission by the executive of a claim for benefits pursuant to the Bergen Brunswig Supplemental Executive Retirement Plan (the “Plan”), the Company followed the administrative procedure set forth in the Plan. This procedure involved separate reviews by two independent parties, the first by the Review Official appointed by the Plan Administrator and second by the Plan Trustee, and resulted in a determination that the executive was entitled to a $1.9 million supplemental retirement benefit and such amount was paid. The executive challenged this award and on July 7, 2006, the Superior Court entered a Second Order in Implementation of Judgment determining that the executive was entitled to a supplemental retirement benefit, net of the $1.9 million previously paid to him, in the amount of $19.4 million, which included interest at the rate of ten percent per annum from August 29, 2001. The Company recorded a charge of $13.9 million in June 2006 to establish the total liability of $19.4 million on its balance sheet. The Superior Court refused to award the executive other benefits claimed, including an award of stock options, a severance payment and forgiveness of a loan. Both the executive and the Company appealed the ruling of the Superior Court. On October 12, 2007, the Court of Appeal for the State of California, Fourth Appellate District (the “Court of Appeal”) made certain rulings, and reversed certain portions of the July 2006 decision of the Superior Court in a manner that was favorable to the Company. As a result, in fiscal 2007, the Company reduced its total liability to the executive by $10.4 million. The Company continues to accrue interest on the remaining liability to the executive, pending the final resolution of this matter. The former executive filed a petition with the Supreme Court of California for review of the October 12, 2007 appellate decision. The Supreme Court of California denied the petition on January 23, 2008. The parties then entered into a stipulation to remand the calculation of the executive’s supplemental retirement benefit to the Plan Administrator in accordance with the Court of Appeal’s decision of October 12, 2007. On June 10, 2008, the Plan Administrator issued a decision that the executive is entitled to receive approximately $6.9 million in supplemental retirement benefits plus interest, less the $1.9 million already paid to the executive under the Plan. The executive appealed this determination and a hearing on his appeal was held in August 2008 before a Review Official appointed by the Plan Administrator. On October 31, 2008, the Review Official issued an interim decision affirming in most respects the Plan Administrator’s determination of the executive’s supplemental retirement benefit. On November 17, 2008, the executive filed a motion for a Third Order in Implementation of Judgment with the Superior Court asking the court to overturn the decision of the Review official. A hearing on the executive’s motion for a Third Order in Implementation of Judgment is scheduled for February 23, 2009.

Note 9. Litigation Settlements

Antitrust Settlements

During the last several years, numerous class action lawsuits have been filed against certain brand pharmaceutical manufacturers alleging that the manufacturer, by itself or in concert with others, took improper actions to delay or prevent generic drugs from entering the market. The Company has not been a named plaintiff in any of these class actions, but has been a member of the direct purchasers’ class (i.e., those purchasers who purchase directly from these pharmaceutical manufacturers). None of the class actions has gone to trial, but some have settled in the past with the Company receiving proceeds from the settlement funds. Currently, there are several such class actions pending in which the Company is a class member. During the three months ended December 31, 2007, the Company recognized a gain of $1.6 million relating to the above-mentioned class action lawsuits. The gain, which was net of attorney fees and estimated payments due to other parties, was recorded as a reduction to cost of goods sold in the Company’s consolidated statements of operations.

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)

Other Settlements

During the three months ended December 31, 2007, the Company recognized a $10.0 million gain as a reduction to cost of goods sold in the Company’s consolidated statement of operations resulting from a favorable litigation settlement with a major competitor related to sales activities involving an independent retail group purchasing organization.

Note 10. Business Segment Information

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

Management evaluates segment performance based on total revenue including bulk deliveries to customer warehouses. Total revenue was $17.3 billion in both the three months ended December 31, 2008 and 2007. Pharmaceutical Distribution operating income is evaluated before facility consolidations, employee severance and other; and gain on antitrust litigation settlements. All corporate office expenses were allocated to the Pharmaceutical Distribution segment.

The following table reconciles Pharmaceutical Distribution operating income to income from continuing operations before income taxes for the three months ended December 31, 2008 and 2007 (in thousands):


	2008			2007
Pharmaceutical Distribution operating income	$	198,913		$	191,235
Facility consolidations, employee severance and other		(1,029	)		(177	)
Gain on antitrust litigation settlements		—			1,585


Total operating income		197,884			192,643
Other loss		429			737
Interest expense, net		14,183			16,414


Income from continuing operations before income taxes	$	183,272		$	175,492

Note 11. Selected Consolidating Financial Statements of Parent, Guarantors and Non-Guarantors

The Company’s 5 5/8% senior notes due September 15, 2012 (the “2012 Notes”) and the 5 7/8% senior notes due September 15, 2015 (the “2015 Notes” and, together with the 2012 Notes, the “Notes”) each are fully and unconditionally guaranteed on a joint and several basis by certain of the Company’s subsidiaries (the subsidiaries of the Company that are guarantors of the Notes being referred to collectively as the “Guarantor Subsidiaries”). The total assets, stockholders’ equity, revenue, earnings, and cash flows from operating activities of the Guarantor Subsidiaries exceeded a majority of the consolidated total of such items as of or for the periods reported. The only consolidated subsidiaries of the Company that are not guarantors of the Notes (the “Non-Guarantor Subsidiaries”) are: (a) the receivables securitization special purpose entity, (b) the foreign operating subsidiaries, and (c) certain smaller operating subsidiaries. The following tables present condensed consolidating financial statements including AmerisourceBergen Corporation (the “Parent”), the Guarantor Subsidiaries, and the Non-Guarantor Subsidiaries. Such financial statements include balance sheets as of December 31, 2008 and September 30, 2008, statements of operations for the three months ended December 31, 2008 and 2007, and statements of cash flows for the three months ended December 31, 2008 and 2007.

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)

SUMMARY CONSOLIDATING BALANCE SHEETS:


	December 31, 2008
				Guarantor		Non-Guarantor						Consolidated
(in thousands)	Parent			Subsidiaries		Subsidiaries			Eliminations			Total

Current assets:
Cash and cash equivalents	$	332,730		$	86,890	$	51,297		$	—		$	470,917
Accounts receivable, net		672			1,190,009		2,347,023			—			3,537,704
Merchandise inventories		—			4,821,654		142,050			—			4,963,704
Prepaid expenses and other		175			32,871		1,698			—			34,744


Total current assets		333,577			6,131,424		2,542,068			—			9,007,069

Property and equipment, net		—			547,382		25,062			—			572,444
Goodwill and other intangible assets		—			2,736,421		116,197			—			2,852,618
Other assets		11,638			116,654		723			—			129,015
Intercompany investments and advances		2,933,162			2,582,199		(1,986,429	)		(3,528,932	)		—


Total assets	$	3,278,377		$	12,114,080	$	697,621		$	(3,528,932	)	$	12,561,146


Current liabilities:
Accounts payable	$	—		$	7,519,605	$	136,264		$	—		$	7,655,869
Accrued expenses and other		(334,447	)		615,274		10,356			—			291,183
Current portion of long-term debt		—			358		952			—			1,310
Deferred income taxes		—			559,711		(1,276	)		—			558,435


Total current liabilities		(334,447	)		8,694,948		146,296			—			8,506,797

Long-term debt, net of current portion		897,007			716		287,616			—			1,185,339
Other liabilities		—			148,597		4,596			—			153,193

Total stockholders’ equity		2,715,817			3,269,819		259,113			(3,528,932	)		2,715,817


Total liabilities and stockholders’ equity	$	3,278,377		$	12,114,080	$	697,621		$	(3,528,932	)	$	12,561,146

SUMMARY CONSOLIDATING BALANCE SHEETS:


	September 30, 2008
				Guarantor		Non-Guarantor						Consolidated
(in thousands)	Parent			Subsidiaries		Subsidiaries			Eliminations			Total

Current assets:
Cash and cash equivalents	$	719,570		$	100,623	$	57,921		$	—		$	878,114
Accounts receivable, net		1,276			1,280,346		2,198,645			—			3,480,267
Merchandise inventories		—			4,076,697		135,078			—			4,211,775
Prepaid expenses and other		47			53,418		2,449			—			55,914
Assets held for sale		—			43,691		—			—			43,691


Total current assets		720,893			5,554,775		2,394,093			—			8,669,761

Property and equipment, net		—			525,444		26,715			—			552,159
Goodwill and other intangible assets		—			2,738,998		136,368			—			2,875,366
Other assets		12,302			106,627		1,571			—			120,500
Intercompany investments and advances		2,540,391			3,433,945		(1,828,831	)		(4,145,505	)		—


Total assets	$	3,273,586		$	12,359,789	$	729,916		$	(4,145,505	)	$	12,217,786


Current liabilities:
Accounts payable	$	—		$	7,164,839	$	161,741		$	—		$	7,326,580
Accrued expenses and other		(333,344	)		593,403		10,764			—			270,823
Current portion of long-term debt		—			—		1,719			—			1,719
Deferred income taxes		—			551,984		(1,276	)		—			550,708
Liabilities held for sale		—			17,759		—			—			17,759


Total current liabilities		(333,344	)		8,327,985		172,948			—			8,167,589

Long-term debt, net of current portion		896,885			—		290,527			—			1,187,412
Other liabilities		—			147,052		5,688			—			152,740

Total stockholders’ equity		2,710,045			3,884,752		260,753			(4,145,505	)		2,710,045


Total liabilities and stockholders’ equity	$	3,273,586		$	12,359,789	$	729,916		$	(4,145,505	)	$	12,217,786

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS:


	Three months ended December 31, 2008
				Guarantor			Non-Guarantor						Consolidated
(in thousands)	Parent			Subsidiaries			Subsidiaries			Eliminations			Total

Operating revenue	$	—		$	16,517,298		$	363,780		$	—		$	16,881,078
Bulk deliveries to customer warehouses		—			457,299			—			—			457,299


Total revenue		—			16,974,597			363,780			—			17,338,377
Cost of goods sold		—			16,503,219			345,310			—			16,848,529


Gross profit		—			471,378			18,470			—			489,848
Operating expenses:
Distribution, selling and administrative		—			284,846			(12,820	)		—			272,026
Depreciation		—			14,349			704			—			15,053
Amortization		—			3,146			710			—			3,856
Facility consolidations, employee severance and other		—			1,029			—			—			1,029


Operating income		—			168,008			29,876			—			197,884
Other loss		—			429			—			—			429
Interest expense (income), net		39,987			(42,829	)		17,025			—			14,183


(Loss) income from continuing operations before income taxes and equity in earnings of subsidiaries		(39,987	)		210,408			12,851			—			183,272
Income taxes		(13,995	)		80,049			4,689			—			70,743

(Loss) income from continuing operations		(25,992	)		130,359			8,162			—			112,529
Loss from discontinued operations		—			(1,473	)		—			—			(1,473	)
Equity in earnings of subsidiaries		137,048			—			—			(137,048	)		—


Net income	$	111,056		$	128,886		$	8,162		$	(137,048	)	$	111,056

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS:


	Three months ended December 31, 2007
				Guarantor			Non-Guarantor						Consolidated
(in thousands)	Parent			Subsidiaries			Subsidiaries			Eliminations			Total

Operating revenue	$	—		$	15,670,110		$	475,785		$	—		$	16,145,895
Bulk deliveries to customer warehouses		—			1,133,485			3			—			1,133,488


Total revenue		—			16,803,595			475,788			—			17,279,383
Cost of goods sold		—			16,341,558			453,609						16,795,167


Gross profit		—			462,037			22,179			—			484,216
Operating expenses:
Distribution, selling and administrative		—			281,281			(10,511	)		—			270,770
Depreciation		—			15,346			723			—			16,069
Amortization		—			3,661			896			—			4,557
Facility consolidations, employee severance and other		—			177			—			—			177


Operating income		—			161,572			31,071			—			192,643
Other loss (income)		—			744			(7	)		—			737
Interest expense (income), net		34,789			(51,496	)		33,121			—			16,414


(Loss) income from continuing operations before income taxes and equity in earnings of subsidiaries		(34,789	)		212,324			(2,043	)		—			175,492
Income taxes		(12,176	)		79,892			(633	)		—			67,083

(Loss) income from continuing operations		(22,613	)		132,432			(1,410	)		—			108,409
Income from discontinued operations		—			1,411			—						1,411
Equity in earnings of subsidiaries		132,433			—			—			(132,433	)		—


Net income (loss)	$	109,820		$	133,843		$	(1,410	)	$	(132,433	)	$	109,820

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS:


	Three months ended December 31, 2008
				Guarantor			Non-Guarantor						Consolidated
(in thousands)	Parent			Subsidiaries			Subsidiaries			Eliminations			Total

Net income	$	111,056		$	128,886		$	8,162		$	(137,048	)	$	111,056
Loss from discontinued operations		—			1,473			—			—			1,473

Income from continuing operations		111,056			130,359			8,162			(137,048	)		112,529
Adjustments to reconcile income from continuing operations to net cash used in operating activities		(137,011	)		(236,694	)		(179,987	)		137,048			(416,644	)


Net cash used in operating activities — continuing operations		(25,955	)		(106,335	)		(171,825	)		—			(304,115	)
Net cash used in operating activities — discontinued operations		—			(251	)		—			—			(251	)

Net cash used in operating activities		(25,955	)		(106,586	)		(171,825	)		—			(304,366	)

Capital expenditures		—			(38,325	)		(4,019	)		—			(42,344	)
Proceeds from the sale of PMSI		—			14,936			—			—			14,936


Net cash used in investing activities — continuing operations		—			(23,389	)		(4,019	)		—			(27,408	)
Net cash used in investing activities — discontinued operations		—			(1,138	)		—			—			(1,138	)

Net cash used in investing activities		—			(24,527	)		(4,019	)		—			(28,546	)

Net borrowings under revolving and securitization credit facilities		—			—			27,519			—			27,519
Deferred financing costs and other		—			835			(47	)		—			788
Purchases of common stock		(88,352	)		—			—			—			(88,352	)
Exercise of stock options, including excess tax benefit		1,331			—			—			—			1,331
Cash dividends on common stock		(15,571	)		—			—			—			(15,571	)
Intercompany financing and advances		(258,293	)		116,545			141,748			—			—


Net cash (used in) provided by financing activities — continuing operations		(360,885	)		117,380			169,220			—			(74,285	)
Net cash used in financing activities — discontinued operations		—			—			—			—			—

Net cash (used in) provided by financing activities		(360,885	)		117,380			169,220			—			(74,285	)

Decrease in cash and cash equivalents		(386,840	)		(13,733	)		(6,624	)		—			(407,197	)
Cash and cash equivalents at beginning of period		719,570			100,623			57,921			—			878,114


Cash and cash equivalents at end of period	$	332,730		$	86,890		$	51,297		$	—		$	470,917

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS:


	Three months ended December 31, 2007
				Guarantor			Non-Guarantor						Consolidated
(in thousands)	Parent			Subsidiaries			Subsidiaries			Eliminations			Total

Net income (loss)	$	109,820		$	133,843		$	(1,410	)	$	(132,433	)	$	109,820
Income from discontinued operations		—			(1,411	)		—			—			(1,411	)

Income (loss) from continuing operations		109,820			132,432			(1,410	)		(132,433	)		108,409
Adjustments to reconcile income (loss) from continuing operations to net cash (used in) provided by operating activities		(130,750	)		(132,422	)		(83,163	)		132,433			(213,902	)


Net cash (used in) provided by operating activities — continuing operations		(20,930	)		10			(84,573	)		—			(105,493	)
Net cash provided by operating activities — discontinued operations		—			4,463			—			—			4,463

Net cash (used in) provided by operating activities		(20,930	)		4,473			(84,573	)		—			(101,030	)

Capital expenditures		—			(24,750	)		(1,445	)		—			(26,195	)
Cost of acquired companies, net of cash acquired		—			(162,506	)		—			—			(162,506	)
Proceeds from sales of property and equipment		—			10			10			—			20
Net sales of investment securities available-for-sale		467,419			—			—			—			467,419


Net cash provided by (used in) investing activities — continuing operations		467,419			(187,246	)		(1,435	)		—			278,738
Net cash used in investing activities — discontinued operations		—			(736	)		—			—			(736	)

Net cash provided by (used in) investing activities		467,419			(187,982	)		(1,435	)		—			278,002

Net borrowings under revolving and securitization credit facilities		—			—			26,806			—			26,806
Deferred financing costs and other		—			(131	)		—			—			(131	)
Purchases of common stock		(311,442	)		—			—			—			(311,442	)
Exercise of stock options, including excess tax benefit		4,249			—			—			—			4,249
Cash dividends on common stock		(12,498	)		—			—			—			(12,498	)
Intercompany financing and advances		(294,727	)		225,237			69,490			—			—


Net cash (used in) provided by financing activities — continuing operations		(614,418	)		225,106			96,296			—			(293,016	)
Net cash used in financing activities — discontinued operations		—			(21	)		—			—			(21	)

Net cash (used in) provided by financing activities		(614,418	)		225,085			96,296			—			(293,037	)

(Decrease) increase in cash and cash equivalents		(167,929	)		41,576			10,288			—			(116,065	)
Cash and cash equivalents at beginning of period		500,246			58,259			81,699			—			640,204


Cash and cash equivalents at end of period	$	332,317		$	99,835		$	91,987		$	—		$	524,139

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

Overview

The following discussion should be read in conjunction with the Consolidated Financial Statements and notes thereto contained herein and in conjunction with the financial statements and notes thereto included in AmerisourceBergen Corporation’s (the “Company’s”) Annual Report on Form 10-K for the fiscal year ended September 30, 2008.

The Company is a pharmaceutical services company providing drug distribution and related healthcare services and solutions to its pharmacy, physician, and manufacturer customers, which are based primarily in the United States and Canada. Substantially all of the Company’s operations are located in the United States and Canada. The Company also has a pharmaceutical packaging operation in the United Kingdom.

Servicing both healthcare providers and pharmaceutical manufacturers in the pharmaceutical supply channel, the Pharmaceutical Distribution segment’s operations provide drug distribution and related services designed to reduce healthcare costs and improve patient outcomes.

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

ABSG, through a number of individual operating businesses, provides pharmaceutical distribution and other services primarily to physicians who specialize in a variety of disease states, including principally oncology, and to other healthcare providers, including dialysis clinics. ABSG also distributes vaccines, other injectables, plasma, and other blood products. In addition, through its specialty services businesses, ABSG provides drug commercialization services, third party logistics, group purchasing, and other services for biotech and other pharmaceutical manufacturers, as well as reimbursement consulting, data analytics, practice management, and physician education.

ABPG consists of American Health Packaging, Anderson Packaging (“Anderson”), and Brecon Pharmaceuticals Limited (“Brecon”). American Health Packaging delivers unit dose, punch card, unit-of-use, and other packaging solutions to institutional and retail healthcare providers. American Health Packaging’s largest customer is ABDC, and as a result, its operations are closely aligned with the operations of ABDC. Anderson is a leading provider of contract packaging services for pharmaceutical manufacturers. Brecon is a United Kingdom-based provider of contract packaging and clinical trials materials services for pharmaceutical manufacturers.

Divestiture

In October 2008, the Company completed the divestiture of its former workers’ compensation business, PMSI. In accordance with the Financial Accounting Standards Board’s (“FASB’s”) Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” the Company classified PMSI’s assets and liabilities as held for sale in the consolidated balance sheet as of September 30, 2008 and classified PMSI’s operating results and cash flows as discontinued in the consolidated financial statements for all periods presented.

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

Results of Operations

AmerisourceBergen Corporation
Summary Financial Information


	Three Months Ended December 31,
(dollars in thousands)	2008			2007			Change

Total revenue	$	17,338,377		$	17,279,383			—	%


Pharmaceutical Distribution gross profit	$	489,848		$	482,631			1	%
Gain on antitrust litigation settlements		—			1,585			N/M


Total gross profit	$	489,848		$	484,216			1	%


Pharmaceutical Distribution operating income	$	198,913		$	191,235			4	%
Facility consolidations, employee severance and other		(1,029	)		(177	)		N/M
Gain on antitrust litigation settlements		—			1,585			N/M


Total operating income	$	197,884		$	192,643			3	%


Percentages of total revenue:

Pharmaceutical Distribution
Gross profit		2.83	%		2.79	%
Operating expenses		1.68	%		1.69	%
Operating income		1.15	%		1.11	%

AmerisourceBergen Corporation
Gross profit		2.83	%		2.80	%
Operating expenses		1.68	%		1.69	%
Operating income		1.14	%		1.11	%

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

Operating Results

Total revenue, including bulk deliveries, was $17.3 billion in the quarters ended December 31, 2008 and 2007. Total revenue growth was 0.3% from the prior year quarter as ABSG’s total revenue growth of 5% was substantially offset by a 0.5% decline in ABDC’s total revenue. During the quarter ended December 31, 2008, 69% of total revenue was from sales to institutional customers and 31% was from sales to retail customers; this compared to a customer mix in the prior year quarter of 64% institutional and 36% retail. In comparison with the prior year quarter results, sales to institutional customers increased 8% primarily due to the strong growth of our largest customer. Sales to retail customers decreased 13% primarily due to the July 1, 2008 loss of certain business (approximately $3.0 billion on an annualized basis) with a national retail drug chain customer. Excluding the loss of this business, total revenue in the quarter ended December 31, 2008 would have increased by 4.8% from the prior year quarter.

Bulk deliveries of $457.3 million in the quarter ended December 31, 2008 decreased from $1.1 billion in the prior year quarter primarily due to the prior fiscal year transition of a significant amount of business previously conducted on a bulk delivery basis with our largest customer to an operating revenue basis. Due to the insignificant service fees generated from bulk deliveries, fluctuations in volume have no significant impact on operating margins. However, revenue from bulk deliveries has a positive impact on our cash flows due to favorable timing between the customer payments to us and payments by us to our suppliers.

ABDC’s total revenue decreased by 0.5% from the prior year quarter primarily due to the loss of certain business with a large retail drug chain customer, as mentioned above, offset, in part, by an increase in sales to certain of its large institutional customers.

ABSG’s total revenue of $3.8 billion in the quarter ended December 31, 2008 increased 5% from the prior year quarter primarily due to the good growth broadly across its distribution and services businesses, offset, in part, by declining anemia drug sales (see paragraph below). Additionally, the prior year quarter benefited from one month of sales to a large oncology drug customer, which was acquired by a competitor in October 2007. The majority of ABSG’s revenue is generated from the distribution of pharmaceuticals to physicians who specialize in a variety of disease states, especially oncology. ABSG also distributes vaccines, plasma, and other blood products. ABSG’s business may be adversely impacted in the future by changes in medical guidelines and the Medicare reimbursement rates for certain pharmaceuticals, including oncology drugs administered by physicians and anemia drugs. Since ABSG provides a number of services to or through physicians, any changes to this service channel could result in slower or reduced growth in revenues.

Revenue related to the distribution of anemia-related products, which represented approximately 5.5% of total revenue in the quarter ended December 31, 2008, decreased approximately 11% from the prior year quarter. The decline in sales of anemia-related products has been most pronounced in the use of these products for cancer treatment. Sales of oncology anemia-related products represented approximately 2% of total revenue in the quarter ended December 31, 2008 and decreased approximately 27% from the prior year quarter. Several developments have contributed to the decline in sales of anemia drugs, including expanded warning and other product safety labeling requirements, more restrictive federal policies governing Medicare reimbursement for the use of these drugs to treat oncology patients with kidney failure and dialysis, and changes in regulatory and clinical medical guidelines for recommended dosage and use. As a result, we expect oncology-related anemia drug sales to continue to decline further in fiscal 2009 from our fiscal 2008 total. In addition, the U.S. Food and Drug Administration (“FDA”) is continuing to review clinical study data concerning the possible risks associated with erythropoiesis stimulating agents. Also, on July 30, 2008, the Centers for Medicare & Medicaid Services (“CMS”) announced it is considering a review of national Medicare coverage policy for these drugs for patients who have cancer or pre-dialysis chronic kidney disease. The FDA or CMS may take additional action regarding the use, safety labeling and/or Medicare coverage of these drugs in the future. Further changes in medical guidelines for anemia drugs may impact the availability and extent of reimbursement for these drugs from third party payors, including federal and state governments and private insurance plans. Our future revenue growth rate and/or profitability may continue to be impacted by any future reductions in reimbursement for anemia drugs or changes that limit the dosage and or use of anemia drugs.

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

We continue to expect that our total revenue growth in fiscal 2009 will be between 1% and 3%. This expected range reflects market growth between 1% and 2% as estimated by industry data firm IMS Healthcare, Inc. (“IMS”), the expected strong growth of certain of our large institutional customers, primarily within ABDC, offset in part by the loss of certain business with a national retail chain customer to a competitor, effective July 1, 2008. Sales to this chain customer approximated $3.0 billion on an annualized basis. Our expected growth largely reflects U.S. pharmaceutical industry conditions, including increases in prescription drug utilization, the introduction of new products, and higher pharmaceutical prices, offset, in part, by the increased use of lower-priced generics. Our growth has also been impacted by industry competition and changes in customer mix. Industry sales in the United States, as estimated by IMS, are expected to grow between 1% and 2% in 2009 and between 3% and 6% per year during the five-year period ending 2012. IMS also indicated that certain sectors of the market, such as biotechnology and other specialty and generic pharmaceuticals would grow faster than the overall market. Our future revenue growth will continue to be affected by various factors such as: competition within the industry, customer consolidation, changes in pharmaceutical manufacturer pricing and distribution policies and practices, increased downward pressure on reimbursement rates, changes in Federal government rules and regulations, industry growth trends, such as the likely increase in the number of generic drugs that will be available over the next few years as a result of the expiration of certain drug patents held by brand manufacturers, and general economic conditions.

Gross profit of $489.8 million in the quarter ended December 31, 2008 increased 1% from the prior year quarter. As a percentage of total revenue, gross profit in the quarter ended December 31, 2008 was 2.83%, an increase of 3 basis points from the prior year quarter. These increases were primarily due the strong growth and increased profitability of our generic programs; increased contributions from our fee-for-service agreements, including $10.2 million of fees relating to prior period sales due to the execution of new agreements in the current quarter; strong manufacturer price increases; and good growth from certain of ABSG’s service businesses; all of which were partially offset by ABSG’s $12.7 million loss on its influenza vaccine program, which included a $15.5 million write-down of excess influenza vaccine inventory. Prior year’s gross profit also benefited from a gain of $10.0 million relating to a favorable litigation settlement with a major competitor. Additionally, in the prior year quarter, we recognized a gain of $1.6 million from antitrust litigation settlements with pharmaceutical manufacturers. This gain, which was excluded from the determination of Pharmaceutical Distribution segment’s gross profit, was recorded as reduction to cost of goods sold.

Our cost of goods sold for interim periods includes a last-in, first-out (“LIFO”) provision that is based on our estimated annual LIFO provision. We recorded a LIFO charge of $5.0 million and $3.1 million in the quarters ended December 31, 2008 and 2007, respectively. The annual LIFO provision is affected by changes in inventory quantities, product mix, and manufacturer pricing practices, which may be impacted by market and other external influences.

Operating expenses of $292.0 million, which include the below facility consolidations, employee severance and other charges of $1.0 million, in the quarter ended December 31, 2008 increased $0.4 million from the prior year quarter. As a percentage of total revenue, operating expenses declined to 1.68% from 1.69% in the prior year quarter, which was primarily due to reduced ABDC warehouse operating costs from continuing productivity improvements and due to our streamlined organizational structure within ABDC and ABSG, as a result of our cE2 initiative described below.

The following table illustrates the charges incurred relating to facility consolidations, employee severance and other, (which are excluded from operating expenses of the Pharmaceutical Distribution segment), for the quarters ended December 31, 2008 and 2007 (in thousands):


	Quarter ended
	December 31,
	2008		2007
Facility consolidations and employee severance	$	1,029	$	(758	)
Costs related to business divestitures		—		935


Total facility consolidations, employee severance and other	$	1,029	$	177

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

In fiscal 2008, we announced a more streamlined organizational structure and introduced an initiative (“cE2”) designed to drive increased customer efficiency and cost effectiveness. In connection with these efforts, we have reduced various operating costs and terminated certain positions. We have incurred the majority of our employee severance costs related to cE2 through December 31, 2008. During the quarter ended December 31, 2008, we terminated 122 employees and incurred $1.0 million of employee severance costs. During the prior year quarter, we reversed $0.9 million of employee severance charges previously estimated and recorded. Costs related to business divestitures in the prior year quarter related to the sale of PMSI.

We paid a total of $3.6 million and $0.4 million for employee severance, lease cancellation and other costs during the quarters ended December 31, 2008 and 2007, respectively. Most employees receive their severance benefits over a period, generally not in excess of 12 months, while others may receive a lump-sum payment.

Operating income of $197.9 million in the quarter ended December 31, 2008 increased 3% from the prior year quarter. As a percentage of total revenue, operating income in the quarter ended December 31, 2008 increased 3 basis points from the prior year quarter. These increases were due to the improvement in our gross profit as operating expenses were relatively flat in comparison to the prior year quarter. The costs of facility consolidations, employee severance and other decreased operating income by $1.0 million in the quarter ended December 31, 2008 and lowered operating income as a percentage of total revenue by 1 basis point. The gain on antitrust litigation settlements, less the costs of facility consolidations, employee severance and other, contributed $1.4 million to operating income in the prior year quarter and contributed 1 basis point to operating income as a percentage of total revenue.

Interest expense, interest income, and their respective weighted-average interest rates in the quarters ended December 31, 2008 and 2007 were as follows (in thousands):


	2008						2007
				Weighted-Average						Weighted-Average
	Amount			Interest Rate			Amount			Interest Rate
Interest expense	$	16,363			5.30	%	$	20,235			5.73	%
Interest income		(2,180	)		2.27	%		(3,821	)		4.45	%

Interest expense, net	$	14,183					$	16,414

Interest expense decreased from the prior year quarter due to a decrease of $82.8 million in average borrowings and a decrease in the weighted-average variable interest rate to 3.73% from 5.63% in the prior year quarter. Interest income decreased from the prior year quarter primarily due to a decline in the weighted-average interest rate. Our net interest expense in future periods may vary significantly depending upon changes in net borrowings, interest rates and strategic decisions made by us to deploy our invested cash and short-term investments.

Income tax expense reflects an effective income tax rate of 38.6%, versus 38.2% in the prior year quarter. We expect that our effective tax rate in fiscal 2009 will approximate our prior fiscal year tax rate of 38.4%.

Income from continuing operations of $112.5 million in the quarter ended December 31, 2008 increased 4% from the prior year quarter due to the increase in operating income and the decrease in interest expense. Diluted earnings per share from continuing operations of $0.73 in the quarter ended December 31, 2008 increased 12% from $0.65 per share in the prior year quarter. The difference between diluted earnings per share growth and the increase in income from continuing operations was primarily due to the 7% reduction in weighted average common shares outstanding resulting from purchases of our common stock in connection with our stock repurchase program (see Liquidity and Capital Resources), net of the impact of stock option exercises.

(Loss) income from discontinued operations, net of income taxes, for the quarters ended December 31, 2008 and 2007 related to the PMSI business, which was sold in October 2008. Accordingly, PMSI’s results of operations have been classified as discontinued for the current and prior periods presented.

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

Liquidity and Capital Resources

The following table illustrates the Company’s debt structure at December 31, 2008, including availability under revolving credit facilities and the receivables securitization facility (in thousands):


	Outstanding		Additional
	Balance		Availability

Fixed-Rate Debt:
$400,000, 5 5/8% senior notes due 2012	$	398,841	$	—
$500,000, 5 7/8% senior notes due 2015		498,166		—
Other		1,677		—


Total fixed-rate debt		898,684		—


Variable-Rate Debt:
Blanco revolving credit facility due 2009		55,000		—
Multi-currency revolving credit facility due 2011		232,385		450,505
Receivables securitization facility due 2009		—		975,000
Other		580		920


Total variable-rate debt		287,965		1,426,425


Total debt, including current portion	$	1,186,649	$	1,426,425

The Company’s aggregate availability under its revolving credit facilities and its receivables securitization facility provides sufficient sources of capital to fund the Company’s working capital requirements.

The Company has a $695 million five-year multi-currency senior unsecured revolving credit facility (the “Multi-Currency Revolving Credit Facility”) with a syndicate of lenders. (This amount reflects the reduction of $55 million in availability under the facility as a result of the bankruptcy of Lehman Commercial Paper, Inc. in September 2008.) Interest on borrowings under the Multi-Currency Revolving Credit Facility accrues at specified rates based on the Company’s debt rating and ranges from 19 basis points to 60 basis points over LIBOR/EURIBOR/Bankers Acceptance Stamping Fee, as applicable (40 basis points over LIBOR/EURIBOR/Bankers Acceptance Stamping Fee at December 31, 2008). Additionally, interest on borrowings denominated in Canadian dollars may accrue at the greater of the Canadian prime rate or the CDOR rate. The Company pays quarterly facility fees to maintain the availability under the Multi-Currency Revolving Credit Facility at specified rates based on the Company’s debt rating, ranging from 6 basis points to 15 basis points of the total commitment (10 basis points at December 31, 2008). The Company may choose to repay or reduce its commitments under the Multi-Currency Revolving Credit Facility at any time. The Multi-Currency Revolving Credit Facility contains covenants, including compliance with a financial leverage ratio test, as well as others that impose limitations on, among other things, indebtedness of excluded subsidiaries and asset sales.

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

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

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

Recently, the credit markets have been experiencing volatility and disruption. In September 2008, one of our lenders under the Multi-Currency Revolving Credit Facility filed for bankruptcy, and as a result, our availability under this facility was reduced by $55 million to $695 million. We continue to monitor the creditworthiness of our lenders and while we do not currently anticipate the failure of any additional lenders under our revolving credit facilities and/or under the liquidity facilities of our receivables securitization facility, the failure of any further lenders could have an adverse effect on our ability to finance our business operations.

Additionally, our receivables securitization facility expires in calendar 2009. While we did not have any borrowings outstanding under this facility as of December 31, 2008, we have historically utilized amounts available to us under this facility throughout the year to meet our business needs. In fiscal 2009, we will seek to renew this facility at available market rates, which we believe will be higher than the interest rates currently available to us. While we believe we will be able to renew this facility, there can be no assurance that we will be able to do so.

The Company’s primary ongoing cash requirements will be to finance working capital, fund the payment of interest on debt, fund repurchases of its common stock, finance acquisitions, and fund capital expenditures and routine growth and expansion through new business opportunities. In November 2008, the Company’s board of directors approved a new program allowing the Company to purchase up to $500 million of its outstanding shares of common stock, subject to market conditions. The Company expects to purchase approximately $350 million of its common stock in fiscal 2009. During the quarter ended December 31, 2008, the Company purchased $88.4 million of its common stock, of which $70.2 million was purchased under the above-mentioned $500 million share repurchase program and $18.1 million was purchased to close out the May 2007 share repurchase program. As of December 31, 2008, the Company had approximately $429.8 million of availability remaining on its $500 million share repurchase program. Future cash flows from operations and borrowings are expected to be sufficient to fund the Company’s ongoing cash requirements.

The Company’s most significant market risk is the effect of fluctuations in interest rates. The Company manages interest rate risk by using a combination of fixed-rate and variable-rate debt. The Company also has market risk exposure relating to its cash and cash equivalents and its short-term investment securities available-for-sale. At December 31, 2008, the Company had $288.0 million of variable-rate debt. The amount of variable-rate debt fluctuates during the year based on the Company’s working capital requirements. The Company periodically evaluates various financial instruments that could mitigate a portion of its exposure to variable interest rates. However, there are no assurances that such instruments will be available on terms acceptable to the Company. There were no such financial instruments in effect at December 31, 2008.

The Company had $470.9 million in cash and cash equivalents at December 31, 2008. The unfavorable impact of a hypothetical decrease in interest rates on cash and cash equivalents would be partially offset by the favorable impact of such a decrease on variable-rate debt. For every $100 million of cash invested that is in excess of variable-rate debt, a 50 basis point decrease in interest rates would increase the Company’s annual net interest expense by $0.5 million.

The Company is exposed to foreign currency and exchange rate risk from its non-U.S. operations. The Company’s largest exposure to foreign exchange rates exists primarily with the Canadian Dollar. The Company may utilize foreign currency denominated forward contracts to hedge against changes in foreign exchange rates. Such contracts generally have durations of less than one year. The Company had no foreign currency denominated forward contracts at December 31, 2008. The Company may use derivative instruments to hedge its foreign currency exposure and not for speculative or trading purposes.

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

Following is a summary of the Company’s contractual obligations for future principal and interest payments on its debt, minimum rental payments on its noncancelable operating leases and minimum payments on its other commitments at December 31, 2008 (in thousands):


	Payments Due by Period
			Within 1		1-3		4-5		After 5
	Total		year		years		years		years

Debt, including interest payments	$	1,490,062	$	109,994	$	340,068	$	481,250	$	558,750

Operating leases		258,258		59,601		87,870		40,138		70,649

Other commitments		464,782		46,788		125,789		161,867		130,338


Total	$	2,213,102	$	216,383	$	553,727	$	683,255	$	759,737

The $55 million Blanco Credit Facility, which expires in April 2009, is included in the “Within 1 year” column in the above repayment table. However, this borrowing is not classified in the current portion of long-term debt on the consolidated balance sheet at December 31, 2008 because the Company has the ability and intent to refinance it on a long-term basis.

The Company has commitments to purchase product from influenza vaccine manufacturers through June 30, 2015. The Company is required to purchase annual doses at prices that the Company believes will represent market prices. The Company currently estimates its remaining purchase commitment under these agreements, as amended, will be approximately $327.0 million as of December 31, 2008. These influenza vaccine commitments are included in “Other commitments” in the above table.

The Company outsources a significant portion of its corporate and ABDC information technology activities to IBM Global Services. The remaining commitment under its ten-year outsourcing arrangement, which expires in June 2015, is approximately $110.7 million and is included in “Other commitments” in the above table.

During the quarter ended December 31, 2008, the Company’s operating activities used $304.4 million of cash in comparison to cash used of $101.0 million in the prior year quarter. Cash used in operations during the quarter ended December 31, 2008 was principally the result of an increase in merchandise inventories of $768.9 million and an increase in accounts receivable of $80.1 million, offset, in part, by an increase in accounts payable, accrued expenses and income taxes of $366.6 million, income from continuing operations of $112.5 million and non-cash items of $47.9 million. Consistent with prior years, we have increased our average number of inventory days on hand by two to three days in our December quarter in anticipation of manufacturer plant closings during the holiday season and due to increased sales expectations. The average number of inventory days on hand decreased by one-half day in comparison to the prior year quarter. Although accounts receivable increased slightly from September 30, 2008 due to a significant increase in December monthly sales compared to September monthly sales, the average number of days sales outstanding during the quarter ended December 31, 2008 decreased by more than one-half day to 18.3 days from 18.9 days in the prior year quarter. The decline in ABDC’s days sales outstanding was greater than the decline noted above primarily due to changes in customer mix. We continue to monitor the financial health of our customers very closely due to the current economic conditions. The increase in accounts payable, accrued expenses and income taxes was primarily driven by the increase in merchandise inventories and was offset, in part, by the reversal of favorable timing of payments due to our suppliers at September 30, 2008. Operating cash uses during the quarter ended December 31, 2008 included $1.0 million in interest payments and $1.6 million of income tax payments, net of refunds.

During the quarter ended December 31, 2007, the Company’s operating activities used $101.0 million of cash as compared to cash provided of $287.9 million in the prior-year quarter. Cash used by operations during the quarter ended December 31, 2007 was principally the result of an increase in merchandise inventories of $610.3 million, primarily offset by income from continuing operations of $108.4 million, a decrease in accounts receivable of $108.5 million, an increase in accounts payable, accrued expenses and income taxes of $260.1 million, and non-cash items of $21.7 million. The average number of inventory days on hand decreased by one day in comparison to the prior year quarter despite the large increase in merchandise inventories, which occurred during the month of December. The increase in merchandise inventories was driven by seasonal demand, increasing sales expectations, and requirements under our fee-for-service agreements. Days sales outstanding were reduced by one-half day to 18.9 days in the quarter ended December 31, 2007. The decrease was largely driven by the decline in growth of ABSG, which generally has a higher receivable investment than the ABDC distribution business. The increase in accounts payable, accrued expenses and income taxes was driven by the increase in merchandise inventories, net of a decline in days payable outstanding by one-half day to 37.1 days. The days payable outstanding reduction was driven by the reversal of favorable timing of payments to our suppliers as of September 30, 2007. Operating cash uses during the quarter ended December 31, 2007 included $5.2 million in interest payments and $10.5 million of income tax payments, net of refunds.

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

Capital expenditures for the quarter ended December 31, 2008 were $42.3 million and related principally to our Business Transformation project, which includes a new enterprise resource planning (“ERP”) platform that will be implemented throughout ABDC and our corporate functions. The Company estimates that it will spend approximately $140 million for capital expenditures during fiscal 2009.

Capital expenditures for the quarter ended December 31, 2007 were $26.2 million and related principally to the expansion of our ABPG production facility in Rockford, Illinois, investments in warehouse expansions and improvements, information technology, and warehouse automation.

In October 2008, the Company sold PMSI for approximately $34 million, which is subject to a final working capital adjustment. The Company received cash totaling $14.9 million and a $19 million subordinated note payable due from PMSI on the fifth anniversary of the closing date.

In October 2007, the Company acquired Bellco, a privately held New York distributor of branded and generic pharmaceuticals, for a purchase price of $162.2 million, net of $20.7 million of cash acquired.

Net cash provided by investing activities in the quarter ended December 31, 2007 included purchases and sales of short-term investment securities. Net proceeds relating to these investment activities in the quarter ended December 31, 2007 were $467.4 million. These short-term investment securities primarily consisted of tax-exempt variable rate demand notes used to maximize the Company’s after tax interest income.

During the quarter ended December 31, 2008, the Company purchased 3.0 million shares of its common stock for a total of $88.4 million. The Company currently expects that it will purchase approximately $350 million of its common stock during fiscal 2009. The Company has $429.8 million of availability remaining under its share repurchase program as of December 31, 2008. During the quarter ended December 31, 2007, the Company purchased 7.1 million shares of its common stock for a total of $311.4 million.

On November 13, 2008, the Company’s board of directors increased the quarterly dividend by 33% and declared a cash dividend of $0.10 per share, which was paid on December 8, 2008 to stockholders of record as of the close of business on November 24, 2008. The Company anticipates that it will continue to pay quarterly cash dividends in the future. However, the payment and amount of future dividends remains within the discretion of the Company’s board of directors and will depend upon the Company’s future earnings, financial condition, capital requirements, and other factors.

Recently Issued Financial Accounting Standards

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

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities, including an amendment of FASB Statement No. 115.” SFAS No. 159 permits the Company to elect fair value as the initial and subsequent measurement attribute for certain financial assets and liabilities that are not otherwise required to be measured at fair value, on an instrument-by-instrument basis. In the first quarter of fiscal 2009, the Company chose not to elect the fair value option for any items not already required to be measured at fair value in accordance with U.S. generally accepted accounting principles. As a result, the adoption of SFAS No. 159 did not have an impact on the Company’s financial position, results of operations or liquidity.

Forward-Looking Statements

Certain of the statements contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this report are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may vary materially from the expectations contained in the forward-looking statements. The following factors, among others, could cause actual results to differ materially from those described in any forward-looking statements: changes in pharmaceutical market growth rates; the loss of one or more key customer or supplier relationships; changes in customer mix; customer delinquencies, defaults or insolvencies; supplier defaults or insolvencies; changes in pharmaceutical manufacturers’ pricing and distribution policies or practices; adverse resolution of any contract or other dispute with customers or suppliers; federal and state government enforcement initiatives to detect and prevent suspicious orders of controlled substances and the diversion of controlled substances; changes in U.S. legislation or regulatory action affecting pharmaceutical product pricing or reimbursement policies, including under Medicaid and Medicare; changes in regulatory or clinical medical guidelines and/or labeling for the pharmaceuticals we distribute, including erythropoiesis-stimulating agents (ESAs) used to treat anemia patients; price inflation in branded pharmaceuticals and price deflation in generics; significant breakdown or interruption of our information technology systems; success of integration, restructuring or systems initiatives; interest rate and foreign currency exchange rate fluctuations; economic, business, competitive and/or regulatory developments in Canada, the United Kingdom and elsewhere outside of the United States; the impact of divestitures or the acquisition of businesses that do not perform as we expect or that are difficult for us to integrate or control; our inability to successfully complete any other transaction that we may wish to pursue from time to time; changes in tax legislation or adverse resolution of challenges to our tax positions; increased costs of maintaining, or reductions in our ability to maintain, adequate liquidity and financing sources; continued volatility and further deterioration of the capital and credit markets; and other economic, business, competitive, legal, tax, regulatory and/or operational factors affecting our business generally. Certain additional factors that management believes could cause actual outcomes and results to differ materially from those described in forward-looking statements are set forth (i) elsewhere in this report, (ii) in Item 1A (Risk Factors) in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2008 and elsewhere in that report and (iii) in other reports filed by the Company pursuant to the Exchange Act.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

The Company’s most significant market risk is the effect of fluctuations in interest rates. See discussion under “Liquidity and Capital Resources” in Item 2 on page 25.

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

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

Changes in Internal Control over Financial Reporting

There were no changes during the fiscal quarter ended December 31, 2008 in the Company’s internal control over financial reporting that materially affected, or are reasonably likely to materially affect, those controls.

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

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

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

(c) Issuer Purchases of Equity Securities

The following table sets forth the number of shares purchased, the average price paid per share, the total number of shares purchased as part of publicly announced programs, and the approximate dollar value of shares that may yet be purchased under the programs during each month in the quarter ended December 31, 2008.


					Total Number of		Approximate Dollar
					Shares Purchased as		Value of Shares that
	Total		Average Price		Part of the Publicly		May Yet Be
	Number of Shares		Paid per		Announced		Purchased Under the
Period	Purchased		Share		Programs		Programs
October 1 to October 31		—	$	—		—	$	18,079,594
November 1 to November 30		1,727,476	$	29.13		1,727,476	$	467,760,715
December 1 to December 31		1,228,700	$	30.89		1,228,700	$	429,807,858

Total		2,956,176	$	29.86		2,956,176	$	429,807,858

In May 2007, the Company announced a program to purchase up to $850 million of its outstanding shares of common stock, subject to market conditions. In November 2007, the Company’s board of directors authorized an increase to the $850 million repurchase program by $500 million, subject to market conditions. During the quarter ended December 31, 2008, the Company purchased 0.6 million shares under this program. This program expired in November 2008, when the Company exhausted its availability.

In November 2008, the Company announced a new program to purchase up to $500 million of its outstanding shares of common stock, subject to market conditions. During the quarter ended December 31, 2008, the Company purchased 2.3 million shares under this program for $70.2 million. There is no expiration date related to this new program.

ITEM 6. Exhibits

(a) Exhibits:



	‡10.1			AmerisourceBergen Drug Corporation Supplement Retirement Plan, as amended and restated as of November 24, 2008 (incorporated by reference to Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2008).

	‡10.2			Bergen Brunswig Corporation Fifth Amended and Restated Supplemental Executive Retirement Plan, amended and restated as of November 24, 2008 (incorporated by reference to Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2008).

	‡10.3			AmerisourceBergen Corporation 2001 Restricted Stock Plan, as amended and restated as of November 12, 2008 (incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2008).

	‡10.4			AmerisourceBergen Corporation 2001 Deferred Compensation Plan, as amended and restated as of November 24, 2008 (incorporated by reference to Exhibit 10.19 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2008).

	‡10.5			AmerisourceBergen Corporation Supplemental 401(k) Plan, as amended and restated as of November 24, 2008 (incorporated by reference to Exhibit 10.20 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2008).

	‡10.6			Amended and Restated Employment Agreement, dated as of November 24, 2008, between the Registrant and R. David Yost.

	‡10.7			Letter Agreement, dated January 7, 2009, between the Registrant and R. David Yost.

	‡10.8			AmerisourceBergen Corporation Amended and Restated Long Term Incentive Award Agreement, dated December 22, 2008, for R. David Yost.

	‡10.9			Amended and Restated Employment Agreement, dated as of November 24, 2008, between the Registrant and Michael D. DiCandilo.

	‡10.10			Letter Agreement, dated January 7, 2009, between the Registrant and Michael D. DiCandilo.

	‡10.11			Amended and Restated Employment Agreement, dated as of December 15, 2008, between the Registrant and Steven H. Collis.

	‡10.12			Letter Agreement, dated January 7, 2009, between the Registrant and Steven H. Collis.

	‡10.13			Amended and Restated Employment Agreement, dated as of November 24, 2008, between the Registrant and Jeanne B. Fisher.

	‡10.14			Letter Agreement, dated January 7, 2009, between the Registrant and Jeanne B. Fisher.

	‡10.15			Amended and Restated Employment Agreement, dated as of November 24, 2008, between the Registrant and John G. Chou.

	‡10.16			Letter Agreement, dated January 7, 2009, between the Registrant and John G. Chou.

	10.17			Eighth Amendment, dated as of December 18, 2008, to the Receivables Purchase Agreement among Amerisource Receivables Financial Corporation, as Seller, AmerisourceBergen Drug Corporation, as Initial Servicer, Bank of America, National Association, as Administrator, and various purchase groups.

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


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

	32.1			Section 1350 Certification of Chief Executive Officer.

	32.2			Section 1350 Certification of Chief Financial Officer.


*		Copies of the exhibits will be furnished to any security holder of the Registrant upon payment of the reasonable cost of reproduction.

‡		Each marked exhibit is a management contract or a compensatory plan, contract or arrangement in which a director or executive officer of the Registrant participates or has participated.

SIGNATURES

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


	AMERISOURCEBERGEN CORPORATION
February 5, 2009	/s/ R. David Yost
	R. David Yost
	President and Chief Executive Officer

February 5, 2009	/s/ Michael D. DiCandilo
	Michael D. DiCandilo
	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX



	‡10.1			AmerisourceBergen Drug Corporation Supplement Retirement Plan, as amended and restated as of November 24, 2008 (incorporated by reference to Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2008).

	‡10.2			Bergen Brunswig Corporation Fifth Amended and Restated Supplemental Executive Retirement Plan, amended and restated as of November 24, 2008 (incorporated by reference to Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2008).

	‡10.3			AmerisourceBergen Corporation 2001 Restricted Stock Plan, as amended and restated as of November 12, 2008 (incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2008).

	‡10.4			AmerisourceBergen Corporation 2001 Deferred Compensation Plan, as amended and restated as of November 24, 2008 (incorporated by reference to Exhibit 10.19 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2008).

	‡10.5			AmerisourceBergen Corporation Supplemental 401(k) Plan, as amended and restated as of November 24, 2008 (incorporated by reference to Exhibit 10.20 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2008).

	‡10.6			Amended and Restated Employment Agreement, dated as of November 24, 2008, between the Registrant and R. David Yost.

	‡10.7			Letter Agreement, dated January 7, 2009, between the Registrant and R. David Yost.

	‡10.8			AmerisourceBergen Corporation Amended and Restated Long Term Incentive Award Agreement, dated December 22, 2008, for R. David Yost.

	‡10.9			Amended and Restated Employment Agreement, dated as of November 24, 2008, between the Registrant and Michael D. DiCandilo.

	‡10.10			Letter Agreement, dated January 7, 2009, between the Registrant and Michael D. DiCandilo.

	‡10.11			Amended and Restated Employment Agreement, dated as of December 15, 2008, between the Registrant and Steven H. Collis.

	‡10.12			Letter Agreement, dated January 7, 2009, between the Registrant and Steven H. Collis.

	‡10.13			Amended and Restated Employment Agreement, dated as of November 24, 2008, between the Registrant and Jeanne B. Fisher.

	‡10.14			Letter Agreement, dated January 7, 2009, between the Registrant and Jeanne B. Fisher.

	‡10.15			Amended and Restated Employment Agreement, dated as of November 24, 2008, between the Registrant and John G. Chou.

	‡10.16			Letter Agreement, dated January 7, 2009, between the Registrant and John G. Chou.

	10.17			Eighth Amendment, dated as of December 18, 2008, to the Receivables Purchase Agreement among Amerisource Receivables Financial Corporation, as Seller, AmerisourceBergen Drug Corporation, as Initial Servicer, Bank of America, National Association, as Administrator, and various purchase groups.

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


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

	32.1			Section 1350 Certification of Chief Executive Officer.

	32.2			Section 1350 Certification of Chief Financial Officer.


*		Copies of the exhibits will be furnished to any security holder of the Registrant upon payment of the reasonable cost of reproduction.

‡		Each marked exhibit is a management contract or a compensatory plan, contract or arrangement in which a director or executive officer of the Registrant participates or has participated.

Exhibit 10.6

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) by and between AmerisourceBergen Corporation, a Delaware corporation (hereinafter the “Company”), and R. David Yost (the “Executive”), dated and effective as of November 24, 2008.

WHEREAS, the Company and the Executive entered into an employment agreement (the “Original Agreement”) effective October 1, 2003, reflecting the determination of the Board of Directors of the Company (the “Board”), upon the recommendation of the Compensation and Succession Planning Committee of the Board (the “Committee”), that it would be in the best interests of the Company and its shareholders to employ the Executive as the Chief Executive Officer of the Company, and the Executive’s desire to serve in that capacity; and

WHEREAS, the parties wish to amend the Original Agreement to comport with Section 409A of the Internal Revenue Code, as amended, and the regulations promulgated thereunder and to make certain other changes intended to clarify certain provisions of the Original Agreement;

NOW, THEREFORE, intending to be legally bound, the parties hereto agree to amend and restate the Original Agreement in its entirety as follows:

1. Employment Period . The Company shall continue to employ the Executive, either directly or through a Subsidiary (as defined below), and the Executive shall continue to serve the Company or any such Subsidiary, on the terms and conditions set forth in this Agreement, beginning November 24, 2008 (the “Employment Date”) and until that employment ceases as provided below in Section 4 (the “Employment Period”). “Subsidiary” means any entity that is controlled, directly or indirectly, by the Company.

2. Position and Duties .

(a) During the Employment Period, the Executive shall be employed as the Chief Executive Officer of the Company, subject to such changes in title as may be proposed by the Board and consented to by the Executive. The Executive shall report to the Board and shall perform such duties for the Company as are related typically to the office of Chief Executive Officer, in the manner reasonably directed by the Board, in its sole discretion. For so long as and during the period in which the Executive is serving as the Chief Executive Officer, the Board shall use its best efforts to cause the Executive to be nominated and elected as a director of the Company and, if elected by the Company’s stockholders, the Executive shall serve as a director of the Company.

3. Compensation .

(b) Annual Bonus and Incentive Plans; Other Benefits . During the Employment Period: (i) the Executive shall be entitled to participate in any short-term and long-term incentive programs established and/or maintained by the Company for its senior level executives generally; (ii) the Executive shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs of the Company to at least the same extent as other senior executives of the Company; (iii) the Executive and/or the Executive’s family, as the case may be, shall be eligible for participation in, and shall receive all benefits under, all welfare benefit plans, practices, policies and programs provided by the Company to at least the same extent as other senior executives of the Company; and (iv) the Executive shall be entitled to, and the Company shall provide the Executive with, not less than the number of weeks of vacation during each calendar year to which the Executive is entitled as of the date of this Agreement. In addition to the foregoing, the Executive shall be entitled to annual reimbursement of up to $5,000 per year for tax and financial planning and tax preparation, or such greater amount as may be authorized by the Committee, in its sole discretion.

(c) Expenses . During the Employment Period, the Executive shall be entitled to receive advancement or prompt reimbursement for all reasonable expenses incurred or anticipated to be incurred by the Executive in carrying out the Executive’s duties under this Agreement, provided that the Executive complies with the generally applicable policies, practices and procedures of the Company for submission of expense reports, receipts, or similar documentation of such expenses.

(d) Notwithstanding anything herein to the contrary or otherwise, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to Sections 3(b), 3(c) and 5(a) does not constitute a “deferral of compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended from time to time (“Code”), and its implementing regulations and guidance (“Section 409A”) (i) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (ii) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred and (iii) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

4. Termination of Employment .

(a) Death or Disability . The Executive’s employment and the Employment Period shall terminate automatically upon the Executive’s death or long term Disability during the Employment Period. “Disability” means a condition entitling the Executive to benefits under the Company’s Long Term Disability Plan, policy or arrangement.

(b) By the Company . The Company may terminate the Executive’s employment under this Agreement during the Employment Period for Cause or without Cause. “Cause” means:

(i) the continued failure by the Executive to substantially perform his duties as contemplated by this Agreement (other than any such failure resulting from his incapacity due to physical or mental illness or injury or any such actual or anticipated failure after the issuance by the Executive of a Notice of Termination for Good Reason) over a period of not less than thirty days after a demand for substantial performance is delivered to the Executive by the Board or by the Chief Executive Officer of the Company, which demand identifies the manner in which it is believed that the Executive has not substantially performed his duties;

(ii) the willful misconduct of the Executive materially and demonstrably injurious to the Company (including, without limitation, any breach by the Executive of Section 9 of this Agreement); provided that no act or failure to act on the Executive’s part will be considered willful if done, or omitted to be done, by him in good faith and with reasonable belief that his action or omission was in the best interest of the Company;

(iii) the Executive’s conviction of a misdemeanor, which, as determined in good faith by the Board, constitutes a crime of moral turpitude and gives rise to material harm to the Company or to any subsidiary or affiliate of the Company; or

(iv) the Executive’s conviction of a felony (including, without limitation, any felony constituting a crime of moral turpitude).

(c) By the Executive . The Executive may terminate employment under this Agreement for Good Reason or without Good Reason. “Good Reason” means:

(i) any reduction in the Executive’s base salary; or

(ii) material failure by the Company to comply with any provision of Sections 2 and 3 of this Agreement (including, but not limited to, a diminution in the Executive’s authority, duties, or responsibilities) other than an isolated, insubstantial or inadvertent failure that is not taken in bad faith and is remedied by the Company within 30 days after receipt of written notice thereof from the Executive.

Notwithstanding the foregoing, “Good Reason” for purposes of Section 4(c)(i) shall not include a reduction in base salary if such reduction is coincident with a reduction applicable to all members of the senior management team. A termination of employment by the Executive for Good Reason shall be effectuated by giving the Company written notice (“Notice of Termination for Good Reason”) of the termination, setting forth in reasonable detail the specific conduct that constitutes Good Reason and the specific provision(s) of this Agreement on which the Executive relies. Such Notice of Termination for Good Reason must be received by the Company no later than the 60 ^th day after the event, or last in a series of events, that gives rise to Good Reason. The Company shall have 30 days to remedy the conduct set forth in the Notice of Termination for Good Reason. A termination of employment by the Executive for Good Reason shall be effective on the 60 ^th business day following the date when the Notice of Termination for Good Reason is given, unless the conduct set forth in the notice is remedied by the Company within the 30-day period. A termination of the Executive’s employment by the Executive without Good Reason shall be effected by giving the Company at least 30 days’ advance written notice of the termination.

(d) Date of Termination . The “Date of Termination” means the date of the Executive’s death, the date of the Executive’s Disability, or the date the termination of the Executive’s employment under this Agreement by the Company for Cause or without Cause or by the Executive for Good Reason or without Good Reason, as the case may be, is effective. The Employment Period shall end on the Date of Termination.

(e) Separation from Service . For purposes of determining under Section 409A whether there has been a “separation from service” with the meaning of Treasury Regulation Section 1.409A-1(h) (or any successor regulation), the Executive shall be deemed to have incurred a separation from service if his employment has been terminated in accordance with this Section 4 and he is performing less than 50% of the average level of bona fide services he was performing for the Company in the immediately preceding 36-month period (“Separation From Service”). In addition, notwithstanding any other provision of this Agreement to the contrary, any payment or benefit described in Section 5 that represents a “deferral of compensation” within the meaning of Section 409A shall only be paid or provided to Executive upon a Separation From Service as defined herein.

5. Obligations of the Company upon Termination .

(a) By the Company Other Than for Cause; or By the Executive for Good Reason . If, during the Employment Period, the Company terminates the Executive’s employment under this Agreement (other than for Cause) or the Executive terminates employment under this Agreement for Good Reason:

(1) the Executive shall be entitled to continued payment for two years after the Separation From Service of the Executive’s current base salary (as in effect on the Date of Termination), which amounts shall be paid in installments over such two-year period pursuant to the Company’s normal payroll policy,

(2) the Executive shall be entitled to receive the following bonus payments: (i) either (A) if the Separation from Service occurs following the end of a fiscal year but prior to the date that an annual bonus for such previously completed fiscal year, if any, is approved by the Company’s Board of Directors, a bonus payment equal to the bonus payment that the Executive would have received for such prior fiscal year without regard to the Executive not having remained employed by the Company on the date that such bonus payment would otherwise have been paid to the Executive, with any such bonus amount to be paid at the same time as annual bonuses for such prior fiscal year are paid by the Company under the applicable bonus program generally but in no event later than March 15 ^th of the calendar year following the calendar year that includes the last day of the applicable fiscal year or (B) if Separation from Service occurs following the end of a fiscal year but after the date that an annual bonus for such previously completed fiscal year is approved (or determined not to be payable by the Company’s Board or Directors), a bonus payment equal to an amount representing 100% of the Executive’s target bonus for the Executive’s salary grade for the fiscal year of the Company in which such Separation from Service occurs, multiplied by a fraction, the numerator of which is the number of days in such current fiscal year through the Separation from Service, and the denominator of which is 365, with any such amount to be paid at the same time as annual bonuses for the fiscal year in which such Separation from Service occurs are paid by the Company under the applicable bonus program generally but in no event later than December 31st of the calendar year following the calendar year that includes the last day of the applicable fiscal year and (ii) continued payment for the two fiscal years ending immediately after the Separation from Service of a bonus equal to the average of the annual bonuses earned by the Executive over the three complete years (or if less than three complete years, the average bonus earned during such lesser number of complete years) preceding the Date of Termination (that is, not including the bonus year that includes the Date of Termination) with each such bonus payment being paid at the same time as annual bonuses are paid by the Company under the applicable bonus program; and

(3) for the eighteen month period following the Separation From Service (subject to earlier termination as described below), if the Executive elects to receive continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Executive shall be entitled to: (i) waiver by the Company of the COBRA premium costs of medical, prescription, dental and vision coverage, if any, under the Company’s group health plans (as in effect from time to time) for the Executive and, to the extent permitted under COBRA, the Executive’s spouse and eligible dependents, if any, for the first two calendar months of the eighteen month continuation period; and (ii) following the initial two-month period, the Executive shall be entitled to reimbursement from the Company for the COBRA premium costs of medical, prescription, dental and vision coverage, if any, under the Company’s group health plans for the Executive and, to the extent permitted under COBRA, the Executive’s spouse and eligible dependents, if any, with such reimbursement not to exceed the COBRA rates for such coverage; provided, however, that the Executive shall be required to submit to the Company reasonable evidence of payment by the Executive of any such COBRA premiums in order to obtain reimbursement from the Company and that the Executive may not submit any requests for reimbursement of such payments more than once per calendar month. Notwithstanding anything to the contrary set forth above, the Company, in its sole discretion, may discontinue any coverage contemplated hereunder in the event that such continuation is not permitted under or would adversely affect the tax status of the plan or plans of the Company pursuant to which the coverage is provided, in which case the Company shall make supplemental severance payments to the Executive in monthly amounts equal to the amounts to which the Executive otherwise would have been entitled to reimbursement hereunder in respect of such coverage for the remainder of the period that the Company otherwise would have been obligated to make reimbursements hereunder to the Executive. Any amounts that are reimbursed to the Executive by the Company or paid directly to the Executive as supplemental severance payments will be considered taxable income to the Executive and any taxes on such amounts will be the Executive’s responsibility and subject to applicable tax withholding.

In addition, the Executive shall be entitled to receive executive level outplacement assistance under any outplacement assistance program then being maintained by the Company in accordance with the terms of any such program, or if no such program then exists, in an amount not to exceed $10,000; provided that any reimbursable expense must be incurred by the Executive no later than the end of the second calendar year following the year of the Separation From Service. The Executive shall also become vested in any outstanding options, restricted stock or other equity incentive awards only to the extent provided for under the terms governing such equity incentive award. The Company shall also pay, or cause to be paid, to the Executive, in a lump sum in cash within 30 days after the Separation From Service (or, in the case of the pro-rated Annual Bonus Amount, at the time such bonus would otherwise be paid), the following accrued but unpaid cash compensation of the Executive (the “Accrued Obligations”): (X) the Executive’s base salary through the Date of Termination that has not yet been paid, (Y) any accrued but unpaid vacation pay, and (Z) any unreimbursed employee business expenses; provided, however, that the Company’s obligation to make any payments, or cause any payments to be made, under this paragraph (a) to the extent any such payment shall not have accrued as of the day before the Date of Termination shall also be conditioned upon the Executive’s execution, and non-revocation, of a written release, substantially in the form attached hereto as Annex 1 , of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment under this Agreement or the termination thereof (other than any entitlements under the terms of this Agreement to indemnification or under any other plans or programs of the Company in which the Executive participated and under which the Executive has accrued and is due a benefit). The payments and benefits described in this paragraph (a) (other than those payments and benefits accrued as of the day before the Date of Termination) will be paid, or will begin to be paid or provided, as applicable, after the applicable release review period and revocation period have expired, and as if the Executive signed the release on the last day of the release review period.

To the extent compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) (or any successor provision) is necessary to avoid the application of an additional tax under Section 409A to payments due to the Executive upon or following his Separation From Service, then notwithstanding any other provision of this Agreement (or any otherwise applicable plan, policy, agreement or arrangement), any such payments that are otherwise due within six months following the Executive’s Separation From Service will be deferred (without interest) and paid to the Executive in a lump sum immediately following that six month period. This provision shall not be construed as preventing payments pursuant to Section 5 equal to an amount up to 2 times the lesser of (a) the Executive’s annualized compensation for the year prior to the Separation From Service, and (b) the maximum amount that may be taken into account under a qualified plan pursuant to section 401(a)(17) of the Code, being paid to the Executive in the first six months following the Separation From Service.

(b) Death or Disability . If the Executive’s employment is terminated by reason of the Executive’s death or Disability during the Employment Period, the Company shall pay the Accrued Obligations to the Executive or the Executive’s estate or legal representative, as applicable, in a lump sum in cash within 30 days after the Date of Termination. In such event, the Company shall have no further obligations under this Agreement or otherwise to or with respect to the Executive; and for any entitlements under the terms of any other plans or programs of the Company in which the Executive participated and under which the Executive has become entitled to a benefit.

(c) By the Company for Cause; By the Executive Other than for Good Reason . If the Executive’s employment is terminated by the Company for Cause during the Employment Period, or the Executive voluntarily terminates employment during the Employment Period, other than for Good Reason, the Company shall pay the Executive, or shall cause the Executive to be paid, the Executive’s base salary through the Date of Termination that has not been paid and the amount of any declared but unpaid bonuses, accrued but unpaid vacation pay, and unreimbursed employee business expenses, and the Company shall have no further obligations under this Agreement or otherwise to or with respect to the Executive other than for any entitlements under the terms of any other plans or programs of the Company in which the Executive participated and under which the Executive has become entitled to a benefit.

6. Change in Control . It is the intention of the parties that payments to be made to the Executive whether under the terms of this Agreement or otherwise shall not constitute “excess parachute payments” within the meaning of Section 280G of the Code and any regulations thereunder. If the independent accountants serving as auditors for the Company on the date of this Agreement (or any other independent certified public accounting firm designated by the Company) determine that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) would be nondeductible by the Company pursuant to Section 280G of the Code (or any successor provision), then the amounts payable or distributable under this Agreement will be reduced to the maximum amount which may be paid or distributed without causing such payments or distributions to be nondeductible. The determination shall take into account (a) whether the payments or distributions are “parachute payments” under Section 280G, (b) the amount of payments and distributions under this Agreement that constitute reasonable compensation, and (c) the present value of such payments and distributions determined in accordance with Treasury Regulations in effect from time to time. If a reduction is required in accordance with this Section 6, cash payments will be reduced before any acceleration of vesting or forfeiture conditions are eliminated and future payments will be reduced before amounts that are immediately payable.

7. Non-exclusivity of Rights . Nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any plan, program, policy or practice provided by the Company for which the Executive may qualify. Vested benefits and other amounts that the Executive is otherwise entitled to receive on or after the Date of Termination under any plan, policy, practice or program of, or any contract or agreement with, the Company shall be payable in accordance with such plan, policy, practice, program, contract or agreement, as the case may be, except as explicitly modified by this Agreement.

8. No Mitigation . In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced, regardless of whether the Executive obtains other employment.

9. Confidential Information; Non-solicitation; Non-competition .

(a) The Executive agrees and acknowledges that by reason of his employment by and service to the Company, he will have access to, become exposed to and/or become knowledgeable about confidential information of the Company (the “Confidential Information”) from time to time during the Employment Period, including, without limitation, proposals, plans, inventions, practices, systems, programs, processes, methods, techniques, research, records, supplier sources, customer lists and other forms of business information that are not known to the Company’s competitors, are not recognized as being encompassed within standard business or management practices and/or are kept secret and confidential by the Company. Executive agrees that at no time during or after the Employment Period will he disclose or use the Confidential Information except as may be required in the prudent course of business for the benefit of the Company. The Executive also agrees to be subject to the Company’s Code of Ethics and Business Conduct as in effect from time to time during the Employment Period.

(b) The Executive acknowledges that the Company is generally engaged in business throughout the United States. During the Executive’s employment by the Company and for two years after the Date of Termination or the expiration of the Employment Period, the Executive agrees that he will not, unless acting with the prior written consent of the Company, directly or indirectly, own, manage, control, or participate in the ownership, management or control of, or be employed or engaged by, or otherwise affiliated or associated with, as an officer, director, employee, consultant, independent contractor or otherwise, any other corporation, partnership, proprietorship, firm, association or other business entity, which is engaged in any business, including the wholesale distribution of pharmaceutical products, that, or otherwise engage in any business that, as of the Date of Termination or expiration of the Employment Period, as applicable, is engaged in by the Company, has been reviewed with the Board for development to be owned or managed by the Company, and/or has been divested by the Company but as to which the Company has an obligation to refrain from involvement, but only for so long as such restriction applies to the Company; provided, however, that the ownership of not more than 5% of the equity of a publicly traded entity shall not be deemed to be a violation of this paragraph. During such two-year period, Executive also agrees to make himself reasonably available to the Company for consulting at a per diem rate that reflects his annual salary as in an effect prior to his termination of employment (plus reimbursement of Executive’s reasonable expenses). Notwithstanding the foregoing, the Executive shall be relieved of the covenants provided for in this subsection in the event that the Company fails to make payments to Executive as provided for in Section 5(a) of this Agreement.

(c) The Executive also agrees that he will not, directly or indirectly, during the period described in paragraph (b) of this Section 9 induce any person who is an employee, officer, director, or agent of the Company, to terminate such relationship, or employ, assist in employing or otherwise be associated in business with any present or former employee or officer of the Company, including without limitation those who commence such positions with the Company after the Date of Termination.

(d) The Executive acknowledges and agrees that the restrictions contained in this Section 9 are reasonable and necessary to protect and preserve the legitimate interests, properties, goodwill and business of the Company, that the Company would not have entered into this Agreement in the absence of such restrictions and that irreparable injury will be suffered by the Company should the Executive breach the provisions of this Section. The Executive represents and acknowledges that (i) the Executive has been advised by the Company to consult the Executive’s own legal counsel in respect of this Agreement, (ii) the Executive has consulted with and been advised by his own counsel in respect of this Agreement, and (iii) the Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with the Executive’s counsel.

(e) The Executive further acknowledges and agrees that a breach of the restrictions in this Section 9 will not be adequately compensated by monetary damages. The Executive agrees that actual damage may be difficult to ascertain and that, in the event of any such breach, the Company shall be entitled to injunctive relief in addition to such other legal or equitable remedies as may be available to the Company. In the event that the provisions of this Section 9 should ever be adjudicated to exceed the limitations permitted by applicable law in any jurisdiction, it is the intention of the parties that the provision shall be amended such that those provisions are made consistent with the maximum limitations permitted by applicable law, that such amendment shall apply only within the jurisdiction of the court that made such adjudication and that those provisions otherwise be enforced to the maximum extent permitted by law.

(f) If the Executive breaches his obligations under this Section 9, he agrees that suit may be brought, and that he consents to personal jurisdiction, in the United States District Court for the Eastern District of Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in Chester County, Pennsylvania; consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding; and waives any objection which he may have to the laying of venue of any such suit, action or proceeding in any such court. The Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers.

(g) For purposes of this Section 9, the term “Company” shall be deemed to include each Subsidiary of the Company.

10. Successors .

(a) This Agreement is personal to the Executive and, without the prior written consent of the Company, shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.

(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(c) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would have been required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean both the Company as defined above and any such successor that assumes and agrees to perform this Agreement, by operation of law or otherwise.

11. Miscellaneous .

(a) This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified except by a written agreement executed by the parties hereto or their respective successors and legal representatives. This Agreement supersedes the provisions of, and the Executive shall not be entitled to any rights or benefits, including but not limited to termination rights or severance benefits, under any other agreement with or commitment of the Company or any of its subsidiaries or affiliates, including but not limited to the Employment Agreement dated September 4, 1997 between AmerisourceBergen Services Corporation (formerly known as AmeriSource Health Corporation) and the Executive.

(b) All notices and other communications under this Agreement shall be in writing and shall be given by hand to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive , to the address on file with the Company.

If to the Company :

AmerisourceBergen Corporation
1300 Morris Drive
Chesterbrook, PA 19087
Attention: General Counsel

or to such other address as either party furnishes to the other in writing in accordance with this paragraph (b) of Section 11. Notices and communications shall be effective when actually received by the addressee.

(c) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. If any provision of this Agreement shall be held invalid or unenforceable in part, the remaining portion of such provision, together with all other provisions of this Agreement, shall remain valid and enforceable and continue in full force and effect to the fullest extent consistent with law.

(d) Notwithstanding any other provision of this Agreement, the Company may withhold from amounts payable under this Agreement all federal, state, local and foreign taxes that are required to be withheld by applicable laws or regulations.

(e) The Executive’s or the Company’s failure to insist upon strict compliance with any provision of, or to assert any right under, this Agreement (including, without limitation, the right of the Executive to terminate employment for Good Reason pursuant to paragraph (c) of Section 5 of this Agreement) shall not be deemed to be a waiver of such provision or right or of any other provision of or right under this Agreement.

(f) Anything to the contrary herein notwithstanding, all benefits or payments provided by the Company to the Executive that would be deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A are intended to comply with Section 409A of the Code. If, however, any such benefit or payment is deemed to not comply with Section 409A of the Code, the Company and the Executive agree to renegotiate in good faith any such benefit or payment (including, without limitation, as to the timing of any severance payments payable hereof) so that either (i) Section 409A of the Code will not apply or (ii) compliance with Section 409A will be achieved.

(g) This Agreement may be executed in several counterparts, each of which shall be deemed an original, and said counterparts shall constitute but one and the same instrument.

12. The respective rights and obligations of the parties hereunder shall survive any termination of the Executive’s employment to the extent necessary to the intended preservation of such rights and obligations, including, but not by way of limitation, those rights and obligations set forth in Sections 3, 5, 6, 9 and 11.

IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the authorization of the Committee, the Company has caused this Agreement to be executed in its name on its behalf, in each case on the date(s) set forth below.


AMERISOURCEBERGEN CORPORATION

By:	/s/ John G. Chou

	Name: Title:	John G. Chou Senior Vice President, General Counsel & Secretary

Date: 11/24/08


EXECUTIVE

/s/ R. David Yost

R. David Yost

Date: 11/24/08

ANNEX 1

SEPARATION OF EMPLOYMENT AGREEMENT
AND GENERAL RELEASE

THIS SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE (the “Agreement”) is made as of this _____ day of _____, _____, by and between AmerisourceBergen Corporation (the “Company”) and _____ (the “Executive”).

WHEREAS, Executive formerly was employed as _____;

WHEREAS, Executive and Company entered into an Employment Agreement, dated _____, _____, (the “Employment Agreement”) which provides for certain severance benefits in the event that Executive’s employment is terminated on account of a reason set forth in the Employment Agreement;

WHEREAS, Executive and the Company mutually desire to terminate Executive’s employment on an amicable basis, such termination to be effective _____ _____, _____ (the “Date of Resignation”); and

WHEREAS, in connection with the termination of Executive’s employment, the parties have agreed to a separation package and the resolution of any and all disputes between them.

NOW, THEREFORE, IT IS HEREBY AGREED by and between Executive and the Company as follows:

1. (a) Executive, for and in consideration of the commitments of the Company as set forth in Paragraph 5 of this Agreement, and intending to be legally bound, does hereby REMISE, RELEASE AND FOREVER DISCHARGE the Company, its affiliates, subsidiaries and parents, and its officers, directors, employees, and agents, and its and their respective successors and assigns, heirs, executors, and administrators (each, a “Releasee” and collectively, “Releasees”) from all causes of action, suits, debts, claims and demands whatsoever in law or in equity, which Executive ever had, now has, or hereafter may have, whether known or unknown, or which Executive’s heirs, executors, or administrators may have, by reason of any matter, cause or thing whatsoever, from the beginning of Executive’s employment to the date of this Agreement, and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to Executive’s employment relationship with the Company and/or its predecessors, subsidiaries or affiliates, the terms and conditions of that employment relationship, and the termination of that employment relationship, including, but not limited to, any claims arising under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act (“OWBPA”), Title VII of The Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Pennsylvania Human Relations Act, and any other claims under any federal, state or local common law, statutory, or regulatory provision, now or hereafter recognized, and any claims for attorneys’ fees and costs. This Agreement is effective without regard to the legal nature of the claims raised and without regard to whether any such claims are based upon tort, equity, implied or express contract or discrimination of any sort.

(b) To the fullest extent permitted by law, and subject to the provisions of Paragraph 10 below, Executive represents and affirms that (i) Executive has not filed or caused to be filed on Executive’s behalf any claim for relief against the Company or any Releasee and, to the best of Executive’s knowledge and belief, no outstanding claims for relief have been filed or asserted against the Company or any Releasee on Executive’s behalf; (ii) Executive has not reported any improper, unethical or illegal conduct or activities to any supervisor, manager, department head, human resources representative, agent or other representative of the Company, to any member of the Company’s legal or compliance departments, or to the ethics hotline, and has no knowledge of any such improper, unethical or illegal conduct or activities; and (iii) Executive will not file, commence, prosecute or participate in any judicial or arbitral action or proceeding against the Company or any Releasee based upon or arising out of any act, omission, transaction, occurrence, contract, claim or event existing or occurring on or before the date of this Agreement.

(c) Nothing in the Agreement will be deemed to release the Company from (i) claims solely to enforce this Agreement, (ii) claims for indemnification under the Company’s By-Laws, or (iii) claims for payment or reimbursement pursuant to any employee benefit plan, policy or arrangement of the Company.

2. In consideration of the Company’s agreements as set forth in Paragraph 5 herein, Executive agrees to be bound by the terms of Section 9 of the Employment Agreement.

3. Executive agrees and recognizes that Executive has permanently and irrevocably severed Executive’s employment relationship with the Company, that Executive shall not seek employment with the Company or any affiliated entity at any time in the future, and that the Company has no obligation to employ Executive in the future.

4. Executive further agrees that Executive will not disparage or subvert the Company, or make any statement reflecting negatively on the Company, its affiliated corporations or entities, or any of their officers, directors, employees, agents or representatives, including, but not limited to, any matters relating to the operation or management of the Company, Executive’s employment and the termination of Executive’s employment, irrespective of the truthfulness or falsity of such statement. The Company agrees that none of its officers, directors, employees, agents or representatives will disparage or subvert the Executive, or make any statement reflecting negatively on the Executive, including, but not limited to, any matters relating to the Executive’s performance or the termination of Executive’s employment, irrespective of the truthfulness or falsity of such statement.

5. In consideration for Executive’s agreement as set forth herein, the Company agrees that the Company shall provide the following:

[ insert description of severance benefits to which Executive is entitled under the Employment Agreement ]; and

[(b)] To the extent covered by directors’ and officers’ liability insurance on the Date of Resignation, the Company will maintain, for no less than 6 years following the Date of Resignation, directors’ and officers’ liability insurance covering the Executive’s potential liability in connection with his employment by the Company in amounts and on terms that are commensurate with the coverage provided to its active officers and directors of the Company.

6. Executive understands and agrees that the payments, benefits and agreements provided in this Agreement are being provided to Executive in consideration for Executive’s acceptance and execution of, and in reliance upon Executive’s representations in, this Agreement. Executive acknowledges that if Executive had not executed this Agreement containing a release of all claims against the Company, Executive would only have been entitled to the payments provided in the Company’s standard severance pay plan for employees.

7. Executive acknowledges and agrees that the Company previously has satisfied any and all obligations owed to Executive under any employment agreement or offer letter Executive has with the Company and, further, that this Agreement supersedes any employment agreement or offer letter Executive has with the Company, and any and all prior agreements or understandings, whether written or oral, between the parties shall remain in full force and effect to the extent not inconsistent with this Agreement, and further, that, except as set forth expressly herein, no promises or representations have been made to Executive in connection with the termination of Executive’s employment agreement or offer letter with the Company, or the terms of this Agreement.

8. Executive agrees not to disclose the terms of this Agreement to anyone, except Executive’s spouse, attorney and, as necessary, tax/financial advisor. Likewise, the Company agrees that the terms of this Agreement will not be disclosed except as may be necessary to obtain approval or authorization to fulfill its obligations hereunder or as required by law. It is expressly understood that any violation of the confidentiality obligation imposed hereunder constitutes a material breach of this Agreement.

9. Executive represents that Executive does not presently have in Executive’s possession any records and business documents, whether on computer or hard copy, and other materials (including but not limited to computer disks and tapes, computer programs and software, office keys, correspondence, files, customer lists, technical information, customer information, pricing information, business strategies and plans, sales records and all copies thereof) (collectively, the “Corporate Records”) provided by the Company and/or its predecessors, subsidiaries or affiliates or obtained as a result of Executive’s prior employment with the Company and/or its predecessors, subsidiaries or affiliates, or created by Executive while employed by or rendering services to the Company and/or its predecessors, subsidiaries or affiliates. Executive acknowledges that all such Corporate Records are the property of the Company. In addition, Executive shall promptly return in good condition any and all beepers, credit cards, cellular telephone equipment, business cards and computers. As of the Date of Resignation, the Company will make arrangements to remove, terminate or transfer any and all business communication lines including network access, cellular phone, fax line and other business numbers.

10. Nothing in this Agreement shall prohibit or restrict Executive from: (i) making any disclosure of information required by law; (ii) providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by, any federal regulatory or law enforcement agency or legislative body, any self-regulatory organization, or the Company’s [ designated legal, compliance or human resources officer ]; or (iii) filing, testifying, participating in or otherwise assisting in a proceeding relating to an alleged violation of any federal, state or municipal law relating to fraud, or any rule or regulation of the Securities and Exchange Commission or any self-regulatory organization.

11. The parties agree and acknowledge that the agreement by the Company described herein, and the settlement and termination of any asserted or unasserted claims against the Releasees, are not and shall not be construed to be an admission of any violation of any federal, state or local statute or regulation, or of any duty owed by any of the Releasees to Executive.

12. Executive agrees and recognizes that should Executive breach any of the obligations or covenants set forth in this Agreement, the Company will have no further obligation to provide Executive with the consideration set forth herein, and will have the right to seek repayment of all consideration paid up to the time of any such breach. Further, Executive acknowledges in the event of a breach of this Agreement, Releasees may seek any and all appropriate relief for any such breach, including equitable relief and/or money damages, attorney’s fees and costs.

13. Executive further agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as to an equitable accounting of all earnings, profits and other benefits arising from any violations of this Agreement, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled.

14. This Agreement and the obligations of the parties hereunder shall be construed, interpreted and enforced in accordance with the laws of the Commonwealth of Pennsylvania.

15. Executive certifies and acknowledges as follows:

(a) That Executive has read the terms of this Agreement, and that Executive understands its terms and effects, including the fact that Executive has agreed to RELEASE AND FOREVER DISCHARGE the Company and each and every one of its affiliated entities from any legal action arising out of Executive’s employment relationship with the Company and the termination of that employment relationship;

(b) That Executive has signed this Agreement voluntarily and knowingly in exchange for the consideration described herein, which Executive acknowledges is adequate and satisfactory to Executive and which Executive acknowledges is in addition to any other benefits to which Executive is otherwise entitled;

(c) That Executive has been and is hereby advised in writing to consult with an attorney prior to signing this Agreement;

(d) That Executive does not waive rights or claims that may arise after the date this Agreement is executed;

(e) That the Company has provided Executive with a period of twenty-one (21) days within which to consider this Agreement, and that Executive has signed on the date indicated below after concluding that this Agreement is satisfactory to Executive; and

(f) Executive acknowledges that this Agreement may be revoked by Executive within seven (7) days after execution, and it shall not become effective until the expiration of such seven day revocation period. In the event of a timely revocation by Executive, this Agreement will be deemed null and void and the Company will have no obligations hereunder.

[ SIGNATURE PAGE FOLLOWS ]

Intending to be legally bound hereby, Executive and the Company executed the foregoing Separation of Employment Agreement and General Release this _____ day of _____, _____.


		Witness:

[ Executive ]

AMERISOURCEBERGEN CORPORATION

By:		Witness:

	Name:

	Title:

Exhibit 10.7

January 7, 2009

PERSONAL AND CONFIDENTIAL

To: R. David Yost

This letter is being provided to you because you recently entered into an amended and restated employment agreement with AmerisourceBergen Corporation (the “ Company ”) dated November 24, 2008 (the “ Agreement ”). The amendment and restatement of your employment agreement was undertaken principally to ensure that the terms of the agreement are structured to enable you to avoid the adverse tax consequences that would result from a violation of Section 409A of the Internal Revenue Code (“ Section 409A ”). This letter is intended to clarify and supplement your rights under the Agreement in the event the Company terminates your employment without Cause or you resign your employment with the Company for Good Reason. All capitalized terms used in this letter that are not defined in this letter shall have the meanings ascribed to them in the Agreement.

1. For the eighteen month period following your Separation From Service (subject to earlier termination as described below), if you elect to receive continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), you shall be entitled to: (i) waiver by the Company of the COBRA premium costs of medical, prescription, dental and vision coverage, if any, under the Company’s group health plans (as in effect from time to time) for you and, to the extent permitted under COBRA, your spouse and eligible dependents, if any, for the first two calendar months of the 18-month continuation period; and (ii) following the initial two-month period, you shall be entitled to reimbursement from the Company for the COBRA premium costs of medical, prescription, dental and vision coverage, if any, under the Company’s group health plans for you and, to the extent permitted under COBRA, your spouse and eligible dependents, if any, with such reimbursement not to exceed the COBRA rates for such coverage; provided, however, that you shall be required to submit to the Company reasonable evidence of payment by you of any such COBRA premiums in order to obtain reimbursement from the Company and you may not submit any requests for reimbursement of such payments more than once per calendar month; and provided, further, that entitlement to reimbursement of any such payments shall terminate should you become ineligible for coverage under COBRA for any reason prior to the end of such 18-month period, including, without limitation, by reason of your commencement of eligibility under the group health plan of any other employer and your commencement of eligibility for Medicare benefits under Title XVIII of the Social Security Act. If you remain on COBRA coverage for the entire 18-month

period in which you are entitled to reimbursement for the premiums associated with such coverage, the Company will make monthly payments to you for the 6-month period immediately following the expiration of the 18-month COBRA period equal to the amount of premiums that the Company would have reimbursed to you had you been eligible to continued coverage under COBRA following the expiration of the 18-month COBRA period. Any amounts that are paid on your behalf, reimbursed to you by the Company or paid directly to you as supplemental severance payments will be considered taxable income to the Executive and any taxes on such amounts will be your responsibility and subject to applicable tax withholding. Notwithstanding anything to the contrary set forth above, the Company, in its sole discretion, may discontinue any coverage contemplated hereunder in the event that such continuation is not permitted under or would adversely affect the tax status of the plan or plans of the Company pursuant to which the coverage is provided, in which case the Company shall make supplemental severance payments to you in monthly amounts equal to the amounts to which you otherwise would have been entitled to reimbursement hereunder in respect of such coverage for the remainder of the period that the Company otherwise would have been obligated to make reimbursements hereunder to you.

2. In addition, although the Agreement provides that a resignation by you for Good Reason shall be effective on the 60th business day following the date when the Notice of Termination for Good Reason is given, the Agreement shall be construed to mean that such a termination of employment shall be effective on the 60 ^th calendar day following the date when the Notice of Termination for Good Reason is given.

If within 10 days after the date of this letter you do not notify the Company of an objection to the clarifications and revisions described in this letter, this letter shall constitute an addendum to the Agreement and shall supersede any conflicting provisions in the Agreement. The Company reserves the right to revise the provisions of this letter in order to ensure compliance with, or exemption from, the provisions of Section 409A.

Because this letter constitutes an amendment of the Agreement, you should retain a copy of this letter with your records.


AMERISOURCEBERGEN CORPORATION
By:	/s/ John G. Chou
	Name:	John G. Chou
	Title:	Senior Vice President, General Counsel & Secretary

Exhibit 10.8

AMERISOURCEBERGEN CORPORATION
AMENDED AND RESTATED LONG TERM INCENTIVE
AWARD AGREEMENT

(Amended and Restated December 22, 2008)

THIS AMENDED AND RESTATED AGREEMENT (this “ Agreement ”) is made between AmerisourceBergen Corporation (the “ Company ”) and R. David Yost (the “ Participant ”).

1. General . The Compensation and Succession Planning Committee (the “ Committee ”) of the Board of Directors (the “ Board ”) of the Company granted a long term incentive award as described herein (the “ Award ”) to the Participant effective as of October 1, 2007 (the “ Award Date ”). This Amended and Restated Agreement makes certain changes to the Award, including the distribution provisions of the Award in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”), and the regulations promulgated thereunder.

The Award has a total target value of $2,700,000 (the “ Total Target Value ”), which consists of two components: (i) the total target value attributable to the EPS Growth Component (as described in Section 2(a)) representing 50% of the Total Target Value (the “ EPS Target Value ”), and (ii) the total target value attributable to the TSR Component (as described in Section 2(b)) representing the other 50% of the Total Target Value (the “ TSR Target Value ”).

The period beginning on the Award Date and ending on September 30, 2010 (the “ Expiration Date ”) is the “ Award Period .”

2. Determination of the EPS Growth Component and TSR Component .

(a) EPS Growth Component . Except as otherwise provided below in Section 3, there shall be paid to the Participant in accordance with Section 3, the sum of the value of the EPS Growth Component (the “ EPS Growth Component ”) achieved for each Performance Period (as defined in Section 4), if any.

(i) Except as otherwise provided in this Section 2 and in Section 3, the value of the EPS Growth Component for each Performance Period will be equal to (X) times (Y), where (X) equals the EPS Payout Percentage, if any, determined by the Committee based on the Earnings Per Share (as defined in Section 4) performance of the Company for such Performance Period pursuant to the formula provided in the table below and (Y) for each Performance Period, equals one-third (1/3) of the total EPS Target Value (i.e. $450,000 for each Performance Period). However, in no event will (X) be greater than 150% for any Performance Period.

EPS GROWTH COMPONENT


Percentage Increase in
Earnings Per Share
(diluted) for
Performance Period	EPS Payout Percentage

Less than 9%		0	%
9%		50	%
12%		100	%
15% or More		150	%

In the application of this table to this Agreement, straight-line interpolation will apply for any actual performance level that falls between two performance levels shown on this table. If Earnings Per Share for any Performance Period is less than the level needed to have some value for the EPS Growth Component, there shall be no such value for such Performance Period.

For the avoidance of doubt, if, for example, the Committee determines that Earnings Per Share for a Performance Period was 14%, the value of the EPS Growth Component for such Performance Period will equal $598,500 ($450,000 multiplied by 133%).

(b) TSR Component . Except as otherwise provided below in Section 3, there shall be paid to the Participant in accordance with Section 3, the sum of the value of the TSR Component (the “ TSR Component ”) achieved for each Performance Period, if any.

(i) Except as otherwise provided in this Section 2 and in Section 3, the value of the TSR Component for each Performance Period will be an amount equal to (A) times (B), where (A) is the TSR Payout Percentage, if any, determined by the Committee based on a comparison of the ABC TSR and the S&P 500 TSR pursuant to the formula described in the table below and (B) for each Performance Period, equals one-third (1/3) of the total TSR Target Value (i.e. $450,000 for each Performance Period). However, in no event will (A) be greater than 150% for any Performance Period.

TOTAL SHAREHOLDER RETURN (TSR)
RELATIVE TO S&P 500


Percentile of ABC TSR Relative
to the S&P 500 TSR for a
Performance Period	TSR Payout Percentage

Less than 40 ^th Percentile		0	%
40 ^th Percentile		50	%
50 ^th Percentile		100	%
75 ^th Percentile or Greater		150	%

In the application of this table to this Agreement, straight-line interpolation will apply for any actual performance level that falls between two performance levels shown on this table. If the ABC TSR for any Performance Period is less than the level needed to have some value for the TSR Component, there shall be no such value for such Performance Period.

For the avoidance of doubt, if, for example, the Committee determines that ABC TSR ranks in the 45 ^th percentile compared to the S&P 500 TSR for a Performance Period, the value of the TSR Component for such Performance Period will equal $337,500 ($450,000 multiplied by 75%).

(c) To the extent permissible for purposes of Section 162(m) of the Code, in the event of any change in the corporate capitalization of the Company, such as by reason of any stock split, or a material corporate transaction, such as any merger of the Company into another corporation, any consolidation of the Company and one or more corporations into another corporation, any separation of the Company (including a spin-off or other distribution of stock or property by the Company), any reorganization of the Company (whether or not such reorganization comes within the definition of such term in Section 368 of the Code), or any partial or complete liquidation by the Company, other than a normal cash dividend, if the Committee shall determine that such a change equitably requires an adjustment in the calculation of Earnings Per Share or ABC TSR, on the grounds that any such change would produce an unreasonable value, such equitable adjustment will be made by the Committee. Any such determination by the Committee to reflect such change under this Section 2(c) shall be final, binding and conclusive.

(d) The Committee shall determine and certify in writing the total values of the EPS Growth Component and the TSR Component achieved pursuant to this Agreement, and such determinations by the Committee shall be final, binding and conclusive upon the Participant and all persons claiming under or through the Participant. The aggregate values of the EPS Growth Component and TSR Component achieved, if any, for one or all Performance Periods, is referred to as the “ Total Bonus .”

3. Payment of Award .

(a) Employed Through Expiration Date . If the Participant remains continuously employed by the Company through the Expiration Date, the Company shall pay the Total Bonus, if any and as adjusted for earnings and losses pursuant to Section 3(e), on the earlier of: (i) the last day of the thirteenth month following the Participant’s termination of employment with the Company that constitutes a “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)), or (ii) the Participant’s death following the Expiration Date. No amounts shall be payable pursuant to this Agreement if the Participant’s employment with the Company terminates prior to the Expiration Date, except as otherwise set forth in Sections 3(b) and (c). The Total Bonus amount, if any, shall be paid in cash, and the Participant and all others claiming under or through the Participant shall not be entitled to receive any other amounts under this Award.

(b) Separation from Service During Award Period .

(i) Separation from Service Due to Participant’s Death . If before the Expiration Date the Participant’s employment with the Company terminates by reason of his death, the Participant will be entitled to the portion of the Total Bonus otherwise payable after the last day of the Award Period (pursuant to Section 3(a)) for Performance Periods completed prior to his death, if any, plus a pro rata portion of the EPS Growth Component and TSR Component for the Performance Period that includes the date of the Participant’s death, if any. For this purpose, the pro rata portion of the EPS Growth Component and TSR Component achieved for the Performance Period that includes the date of the Participant’s death shall be calculated by the Committee as of the date of the Participant’s death as if such Performance Period had just ended, based on the results against the financial performance measures for the EPS Growth Component and TSR Component up to the last day of the completed calendar quarter ending on or prior to the Participant’s death. The Total Bonus determined pursuant to this Section 3(b)(i) shall be paid to the Participant’s beneficiary or estate, as applicable, in cash within 30 days after the date of the Participant’s death, and the Participant and all others claiming under or through the Participant shall not be entitled to receive any other amounts under this Award.

(ii) Separation from Service Due to Disability or Retirement . If before the Expiration Date the Participant’s employment with the Company terminates by reason of Disability (as defined in Section 4) or Retirement (as defined in Section 4) the Participant will be entitled to the portion of the Total Bonus otherwise payable after the last day of the Award Period (pursuant to Section 3(a)) for Performance Periods completed prior to such termination, if any, plus a pro rata portion of the EPS Growth Component and TSR Component for the Performance Period that includes the date of the Participant’s termination of employment by reason of Disability or Retirement, if any. For this purpose, the pro rata portion of the EPS Growth Component and TSR Component achieved for the Performance Period that includes the date of the Participant’s termination of employment by reason of Disability or Retirement shall be calculated by the Committee as of the date of such termination as if such Performance Period had just ended, based on the results against the financial performance measures for the EPS Growth Component and TSR Component up to the last day of the completed calendar quarter ending on or prior to the Participant’s termination of employment. The Total Bonus determined pursuant to this Section 3(b)(ii), if any and as adjusted for earnings and losses pursuant to Section 3(e), shall be paid to the Participant on the last day of the thirteenth month following the Participant’s termination of employment by reason of Disability or Retirement, as applicable. The Participant and all others claiming under or through the Participant shall not be entitled to receive any other amounts under this Award after payment is made pursuant to this Section 3(b)(ii).

(iii) Other Termination of Employment . If prior to the Expiration Date the Participant’s employment with the Company is terminated for any reason other than death, Disability or Retirement as set forth in Sections 3(b)(i) and (ii), then the Participant and all others claiming under or through the Participant shall not be entitled to receive any amounts under this Agreement, except as otherwise determined by the Committee in its sole discretion. Whether and as of what date the Participant’s employment with the Company shall terminate if the Participant is granted a leave of absence or commences any other break in employment intended by the Company to be temporary, shall be determined by the Committee in its sole discretion.

(c) Change in Control . Notwithstanding anything in this Agreement to the contrary, if while the Participant is employed by the Company a Change in Control (as defined in Section 4) occurs during the Award Period, the Participant will be entitled to (A) one-third (1/3) of the Total Target Value for the Performance Period that includes the effective date of such Change in Control, plus (B) the portion of the Total Bonus otherwise payable after the last day of the Award Period (pursuant to Section 3(a)) for Performance Periods completed prior to the date of such Change in Control, if any. The Total Bonus payable under this Section 3(c) shall be paid to the Participant in cash within 30 days after the date of such Change in Control, and the Participant and all others claiming under or through the Participant shall not be entitled to receive any other amounts under this Award.

(d) Required Delay of Payments . Notwithstanding anything to the contrary in this Agreement or elsewhere, if the Participant is a “specified employee” as determined pursuant to Section 409A of the Code as of the date of the Participant’s “separation from service” (within the meaning of Treas. Reg. 1.409A-1(h)), and if any payment or benefit provided for in this Agreement payable upon the Participant’s separation from service both (x) constitutes a “deferral of compensation” within the meaning of Section 409A of the Code and (y) cannot be paid or provided in the manner otherwise provided without subjecting the Participant to “additional tax,” interest or penalties under Section 409A of the Code, then any such payment or benefit that is payable during the first six months following the Participant’s separation from service shall be paid or provided to the Participant in a cash lump-sum, without interest, on the first business day of the seventh calendar month following the month in which the Participant’s separation from service occurs.

(e) Investment Options . From the date of the Participant’s termination of employment with the Company (under Sections 3(a) and 3(b)(ii)) through the date of payment of the Award, the Total Bonus, if any, shall be credited with earnings and losses in accordance with the deemed investment fund options made available by the Company and selected by the Participant from time to time in accordance with the Company’s administrative procedures. The deemed rate of return, positive or negative, credited to the Total Bonus shall be based upon the actual investment performance of the investment fund option(s) selected by the Participant, and shall equal the total return of such investment fund net of asset-based charges. Notwithstanding that the rates of return credited to the Total Bonus are based upon the actual performance of the investment options, the Company shall not be obligated to invest the Total Bonus, or any portion thereof, in such funds or in any other investment funds.

(f) Deferral Election . Notwithstanding Sections 3(a) and 3(b)(ii), the Participant may, at least 12 months prior to the Participant’s originally scheduled payment date pursuant to such Sections, irrevocably elect to change the commencement date of payment of the Total Bonus, if any, by filing an election with the Company consistent with the requirements of Treas. Reg. 1.409A-2(b), or any succeeding regulations. Except in the case of the Participant’s termination of employment by reason of Disability, an election pursuant to this Section 3(f) requires that payment of the Total Bonus be deferred by at least five years from the originally scheduled payment date. Limitations on a deferred commencement date under this Section 3(f) shall be determined by the Company in its sole discretion.

4. Definitions . For purposes of this Agreement, the following terms shall have the meanings set forth below:

(a) “ ABC TSR ” (or ABC Total Shareholder Return) means the growth rate, expressed as a percentage, in the value of a share of common stock in the Company due to stock appreciation and dividends, assuming dividends are reinvested, during a Performance Period. For this purpose, the “Beginning Stock Price” shall mean the average closing sales prices on the New York Stock Exchange for the trading days in each month of September immediately preceding the beginning of each Performance Period; and the “Ending Stock Price” shall mean the average closing sales prices on the New York Stock Exchange for the trading days in the month of September that ends such Performance Period. The ABC TSR is calculated as follows:

(b) “ Change in Control ” shall have the meaning given it under the Company’s 2002 Management Stock Incentive Plan, as amended (the “ Stock Plan ”), but shall only constitute a Change in Control for purposes of this Agreement if there occurs, within the meaning of Treas. Reg. 1.409A-3(i)(5) or any succeeding regulations, a change in the ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company.

(c) “ Disability ” means the Participant’s qualification for benefits under the Company’s Long Term Disability Plan due to inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of disability of not less than 12 months.

(d) “ Earnings Per Share ” means, for any given Performance Period, the diluted earnings (or loss) per share of the Company for such year, as determined by the Committee in accordance with generally accepted accounting principles for inclusion in the Company’s annual audited financial statements. The calculation of Earnings Per Share, for any given year, will be adjusted to exclude any reported cumulative effect of accounting changes, any reported income and losses from discontinued operations, and any reported extraordinary gains and losses as determined under generally accepted accounting principles.

(e) “ Retirement ” means the Participant’s “Voluntary Retirement” as defined in Section 8 of the Stock Plan, provided that such termination of employment constitutes a “separation from service” within the meaning of Treas. Reg. 1.409A-1(h).

(f) “ Performance Period ” means each of the 12-month periods (i) beginning October 1, 2007 and ending September 30, 2008, (ii) beginning October 1, 2008 and ending September 30, 2009, (iii) beginning October 1, 2009 and ending September 30, 2010.

(g) “ S&P 500 TSR ” (or S&P 500 Total Shareholder Return ) means the annual growth rate, expressed as a percentage, in the value of the S&P 500 Index during a Performance Period. It is calculated in a manner consistent with Section 4(a) above from information publicly reported by Standard & Poors Company (or the entity that publishes such other index, as the case may be).

5. Tax Withholding . There shall be withheld from any payment under this Agreement, such amount, if any, as the Company determines is required by law, including, but not limited to, U.S. federal, state, local or foreign income, employment or other taxes incurred by reason of entering into the Agreement or the making of any payment hereunder.

6. Rights Not Assignable . Except as otherwise determined by the Committee in its sole discretion, the Participant’s rights and interests under the Award may not be sold, assigned, transferred, or otherwise disposed of, or made subject to any encumbrance, pledge, hypothecation or charge of any nature, except that the Participant may designate a beneficiary pursuant to Section 7 hereof. If the Participant (or those claiming under or through the Participant) attempt to violate this Section 6, such attempted violation shall be null and void and without effect, and the Company’s obligation to make any further payments to the Participant (or those claiming under or through the Participant) hereunder shall terminate.

7. Beneficiary Designation . The Participant may, by completing a form acceptable to the Company and returning it to the Company, name a beneficiary or beneficiaries to receive any payment to which the Participant may become entitled under this Agreement in the event of the Participant’s death. The Participant may change the Participant’s beneficiary or beneficiaries from time to time by submitting a new form to the Company. If the Participant does not designate a beneficiary, or if no designated beneficiary is living on the date any amount becomes payable under this Agreement, such payment will be made to the legal representatives of the Participant’s estate, which will be deemed to be the Participant’s designated beneficiary under this Agreement.

8. Administration . Any action taken or decision made by the Company, the Board or the Committee or its delegates arising out of or in connection with the construction, administration, interpretation or effect of this Agreement shall lie within its sole and absolute discretion, as the case may be, and shall be final, conclusive and binding upon the Participant and all persons claiming under or through the Participant. By accepting this Award, the Participant and each person claiming under or through the Participant shall be conclusively deemed to have indicated acceptance and ratification of, and consent to, any action taken or decision made by the Company, the Board or the Committee or its delegates.

9. Miscellaneous . Neither the Participant nor any person claiming under or through the Participant shall have any right or interest, whether vested or otherwise, in the Award, unless and until all of the terms, conditions and provisions of this Agreement shall have been complied with. In addition, the execution of this Agreement shall in no way affect the rights and powers of any person to dismiss or discharge the Participant at any time from employment with the Company. Notwithstanding anything herein to the contrary, neither the Company nor any of its affiliates nor their respective officers, directors, employees or agents shall have any liability to the Participant (or those claiming under or through the Participant) under this Agreement or otherwise on account of any action taken, or decision not to take any action made, by any of the foregoing persons with respect to the business or operations of the Company or any of its affiliates, despite the fact that any such action or decision may adversely affect in any way whatsoever the financial measures or amounts which are accrued or payable or any of the Participant’s other rights or interests under this Agreement. This Agreement merges and supersedes all prior and contemporaneous discussions, agreements and understandings of every nature regarding the Award (including, without limitation, the agreement between the Company and the Participant dated December 6, 2007).

10. Governing Law . The validity, construction, interpretation, administration and effect of this Agreement shall be governed by the substantive laws, but not the choice of law rules, of the State of Delaware.

IN WITNESS WHEREOF AND INTENDING TO BE LEGALLY BOUND, each of the parties hereto has caused this Agreement to be duly executed and delivered under seal, by its authorized officers or individually, on the date(s) written below.


AMERISOURCEBERGEN CORPORATION
By:	/s/ John G. Chou
	Name:	John G. Chou
	Title:	Senior Vice President, General Counsel and Secretary

Date: 12/22/2008

/s/ R. David Yost
R. David Yost

Date: 12/22/2008

Exhibit 10.9

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) by and between AmerisourceBergen Corporation, a Delaware corporation (hereinafter the “Company”), and Michael D. DiCandilo (the “Executive”), dated and effective as of November 24, 2008.

WHEREAS, the Company and the Executive entered into an employment agreement (the “Original Agreement”) effective October 1, 2003, reflecting the determination of the Board of Directors of the Company (the “Board”), upon the recommendation of the Compensation and Succession Planning Committee of the Board (the “Committee”), that it would be in the best interests of the Company and its shareholders to employ the Executive as the Chief Financial Officer of the Company, and the Executive’s desire to serve in that capacity; and

NOW, THEREFORE, intending to be legally bound, the parties hereto agree to amend and restate the Original Agreement in its entirety as follows:

2. Position and Duties .

(a) During the Employment Period, the Executive shall be employed as the Executive Vice President and Chief Financial Officer of the Company and Chief Operating Officer of AmerisourceBergen Drug Corporation, subject to such changes in title as may be proposed by the Board or the Chief Executive Officer and consented to by the Executive. The Executive shall report to the Chief Executive Officer of the Company and shall perform such duties for the Company as are related typically to the office of a chief financial officer and such other duties as may be reasonably assigned by the Board, in its discretion, or the Chief Executive Officer, in his discretion, including, as of the date hereof, the duties of Chief Operating Officer of AmerisourceBergen Drug Corporation, all such duties to be performed in the manner reasonably directed by the Board, in its discretion, or the Chief Executive Officer of the Company, in his discretion.

3. Compensation .

(a) Base Salary . During the Employment Period, the Executive shall continue to receive annual base salary at the rate in effect as of the date of this Agreement, payable in accordance with the regular payroll practices of the Company. The Executive’s base salary shall be reviewed annually by the Committee and/or the Chief Executive Officer of the Company, in accordance with the Company’s standard practices for executives generally, and may be increased as determined by the Committee, in its sole discretion, or by any person or persons to whom the Committee has delegated such authority.

4. Termination of Employment .

(b) By the Company . The Company may terminate the Executive’s employment under this Agreement during the Employment Period for Cause or without Cause. “Cause” means:

(iv) the Executive’s conviction of a felony (including, without limitation, any felony constituting a crime of moral turpitude).

(c) By the Executive . The Executive may terminate employment under this Agreement for Good Reason or without Good Reason. “Good Reason” means:

(i) any reduction in the Executive’s base salary; or

5. Obligations of the Company upon Termination .

9. Confidential Information; Non-solicitation; Non-competition .

(g) For purposes of this Section 9, the term “Company” shall be deemed to include each Subsidiary of the Company.

10. Successors .

(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

11. Miscellaneous .

If to the Executive , to the address on file with the Company.

If to the Company :

AmerisourceBergen Corporation
1300 Morris Drive
Chesterbrook, PA 19087
Attention: Chief Executive Officer

(g) This Agreement may be executed in several counterparts, each of which shall be deemed an original, and said counterparts shall constitute but one and the same instrument.


AMERISOURCEBERGEN CORPORATION

By:	/s/ R. David Yost
	Name:	R. David Yost
	Title:	President and Chief Executive Officer

Date: 11/24/08

EXECUTIVE

/s/ Michael D. DiCandilo

Michael D. DiCandilo

Date: 11/24/08

ANNEX 1

SEPARATION OF EMPLOYMENT AGREEMENT
AND GENERAL RELEASE

THIS SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE (the “Agreement”) is made as of this _____ day of , _____, by and between AmerisourceBergen Corporation (the “Company”) and (the “Executive”).

WHEREAS, Executive formerly was employed as ;

WHEREAS, Executive and Company entered into an Employment Agreement, dated _____, ______, (the “Employment Agreement”) which provides for certain severance benefits in the event that Executive’s employment is terminated on account of a reason set forth in the Employment Agreement;

WHEREAS, Executive and the Company mutually desire to terminate Executive’s employment on an amicable basis, such termination to be effective _____ ___, _____ (the “Date of Resignation”); and

WHEREAS, in connection with the termination of Executive’s employment, the parties have agreed to a separation package and the resolution of any and all disputes between them.

NOW, THEREFORE, IT IS HEREBY AGREED by and between Executive and the Company as follows:

2. In consideration of the Company’s agreements as set forth in Paragraph 5 herein, Executive agrees to be bound by the terms of Section 9 of the Employment Agreement.

5. In consideration for Executive’s agreement as set forth herein, the Company agrees that the Company shall provide the following:

[ insert description of severance benefits to which Executive is entitled under the Employment Agreement ]; and

14. This Agreement and the obligations of the parties hereunder shall be construed, interpreted and enforced in accordance with the laws of the Commonwealth of Pennsylvania.

15. Executive certifies and acknowledges as follows:

(c) That Executive has been and is hereby advised in writing to consult with an attorney prior to signing this Agreement;

(d) That Executive does not waive rights or claims that may arise after the date this Agreement is executed;

[ SIGNATURE PAGE FOLLOWS ]

Intending to be legally bound hereby, Executive and the Company executed the foregoing Separation of Employment Agreement and General Release this _____ day of _____, _____.


		Witness:

[ Executive ]

AMERISOURCEBERGEN CORPORATION

By:		Witness:

	Name:

	Title:

Exhibit 10.10

January 7, 2009

PERSONAL AND CONFIDENTIAL

To: Michael D. DiCandilo

make monthly payments to you for the 6-month period immediately following the expiration of the 18-month COBRA period equal to the amount of premiums that the Company would have reimbursed to you had you been eligible to continued coverage under COBRA following the expiration of the 18-month COBRA period. Any amounts that are paid on your behalf, reimbursed to you by the Company or paid directly to you as supplemental severance payments will be considered taxable income to the Executive and any taxes on such amounts will be your responsibility and subject to applicable tax withholding. Notwithstanding anything to the contrary set forth above, the Company, in its sole discretion, may discontinue any coverage contemplated hereunder in the event that such continuation is not permitted under or would adversely affect the tax status of the plan or plans of the Company pursuant to which the coverage is provided, in which case the Company shall make supplemental severance payments to you in monthly amounts equal to the amounts to which you otherwise would have been entitled to reimbursement hereunder in respect of such coverage for the remainder of the period that the Company otherwise would have been obligated to make reimbursements hereunder to you.

Because this letter constitutes an amendment of the Agreement, you should retain a copy of this letter with your records.


AMERISOURCEBERGEN CORPORATION
By:	/s/ R. David Yost
	Name:	R. David Yost
	Title:	President and Chief Executive Officer

Exhibit 10.11

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) by and between AmerisourceBergen Corporation, a Delaware corporation (hereinafter the “Company”), and Steven H. Collis (the “Executive”), dated and effective as of December 15, 2008.

WHEREAS, the Company and the Executive entered into an employment agreement dated February 19, 2004 (the “Original Agreement”); and

NOW, THEREFORE, intending to be legally bound, the parties hereto agree to amend and restate the Original Agreement in its entirety as follows:

1. All Prior Agreements Superseded; Repayment of Loan .

(a) This Agreement supersedes, and the Executive shall not be entitled to any employment, termination or severance rights or benefits under, any other agreements between the Executive and the Company, any Subsidiary or any predecessor of any Subsidiary, including but not limited to the Employment Agreement dated September 1, 2000 between the Executive and Bergen Brunswig Corporation (now AmerisourceBergen Services Corporation), which agreement was (i) amended by the Settlement Agreement dated July 27, 2001 (the “Settlement Agreement”) between the Executive and Bergen Brunswig Corporation (now AmerisourceBergen Services Corporation) and (ii) assumed by the Company and supplemented and clarified by a letter agreement dated July 27, 2001 (the “Indemnity Letter”)(such agreement, as amended, assumed and supplemented, being referred to as the “Bergen Employment Agreement”). Any such other agreements, including but not limited to the Bergen Employment Agreement, will be null and void upon the execution and effectiveness of this Agreement. Notwithstanding the foregoing, nothing herein is intended to affect or modify (i) the Executive’s rights or obligations arising from the Settlement Agreement and the waiver and release executed by the Executive in connection therewith; (ii) any rights of the Executive to a Gross-Up Bonus as provided in the last sentence of the third paragraph of the Indemnity Letter; or (iii) any rights of the Executive to indemnity and reimbursement as provided in the fourth paragraph of the Indemnity Letter and in the penultimate paragraph (i.e., the numbered paragraph 3) of the Indemnity Letter.

(b) Within 10 business days after the execution of the Original Agreement, the Company will pay $1,500,000.00 to the Executive (subject to Section 12(d) of this Agreement). Within 20 business days after such execution, the Executive will pay $170,000.00 to the Company to discharge his obligations under a loan made to him in August 2001. Following receipt of such $170,000.00 payment, the Company will release and discharge all security (whether in the form of a pledge of stock or otherwise) held by the Company with respect to such loan.

2. Employment Period . The Company shall continue to employ the Executive, either directly or through a Subsidiary (as defined below), and the Executive shall continue to serve the Company or any such Subsidiary, on the terms and conditions set forth in this Agreement, beginning on the date hereof (the “Effective Date”) and until that employment ceases as provided below in Section 4 (the “Employment Period”). “Subsidiary” means any entity that is controlled, directly or indirectly, by the Company.

3. Position and Duties .

(a) As of the date of this Agreement, the Executive is employed as an Executive Vice President of the Company and the President of the Company’s Specialty Group. During the Employment Period, the Executive shall continue to be employed in such capacity or in such other capacity with the Company or any Subsidiary as may be determined from time to time by the Company, provided that any such other capacity shall be at a salary grade level that is substantially equivalent to or greater than the Executive’s salary grade level as of the date of this Agreement. As of the date of this Agreement, the Executive is a member of the Company’s Executive Management Committee. During the Employment Period, the Executive will continue to be a member of the Company’s Executive Management Committee, if any, or any successor management committee to the Executive Management Committee, if any.

(b) During the Employment Period, but excluding any periods of vacation and absence due to intermittent illness to which the Executive is entitled, and any services on corporate, civic or charitable boards or committees, lectures, speaking engagements or teaching engagements that are approved by the Executive’s direct supervisor and that do not significantly interfere with the performance of his responsibilities to the Employer (as defined below) or violating the provisions of Section 10, the Executive shall devote his full time and attention during normal business hours to the business and affairs of the Employer and the Executive shall use reasonable efforts to carry out all duties and responsibilities assigned to him faithfully and efficiently. The “Employer” means the ABC Entity (as defined below) by which the Executive is then employed. “ABC Entity” means the Company or any Subsidiary, as the case may be. For purposes of this Agreement, should Executive be employed (or have been employed at any time during the Employment Period) by an Employer or Employers other than the Company, the term “Company” shall be deemed to include or refer to such Employer or Employers, to the extent required by the context.

4. Compensation .

(a) Base Salary . During the Employment Period, the Executive shall continue to receive annual base salary at the rate in effect as of the date of this Agreement, payable in accordance with the regular payroll practices of the Company. The Executive’s base salary shall be reviewed annually by (i) the Compensation and Succession Planning Committee of the Board of Directors of the Company (the “Committee”) and/or (ii) the Chief Executive Officer or the President of the Company and/or the Chief Executive Officer or the President of the Employer, in accordance with the Company’s standard practices for executives generally, and may be increased as determined by the Committee, in its sole discretion, or by any person or persons to whom such authority has been delegated.

(c) Restricted Stock Award . Within 10 business days following execution of the Original Agreement, the Company will grant to Executive, pursuant to a stock award under the AmerisourceBergen Corporation 2002 Management Stock Incentive Plan (the “Plan”), 5,000 shares of common stock of the Company. These shares will be subject to the terms and conditions of the Company’s standard award agreement for stock awards granted under the Plan and shall become fully (100%) vested on the third anniversary of the date of grant, provided the Executive is employed by the Company on such vesting date. Notwithstanding the preceding sentence, the shares subject to the stock award shall become fully (100%) vested if the Executive’s employment terminates due to his death or Disability.

(d) Expenses . During the Employment Period, the Executive shall be entitled to receive advancement or prompt reimbursement for all reasonable expenses incurred or anticipated to be incurred by the Executive in carrying out the Executive’s duties under this Agreement, provided that the Executive complies with the generally applicable policies, practices and procedures of the Company for submission of expense reports, receipts, or similar documentation of such expenses.

(e) Notwithstanding anything herein to the contrary or otherwise, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to Sections 4(b), 4(d) and 6(a) does not constitute a “deferral of compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended from time to time (“Code”), and its implementing regulations and guidance (“Section 409A”) (i) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (ii) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred and (iii) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

5. Termination of Employment .

(b) By the Company . The Company may terminate the Executive’s employment under this Agreement during the Employment Period for Cause or without Cause. “Cause” means:

(i) the continued failure by the Executive to substantially perform his duties as contemplated by this Agreement (other than any such failure resulting from his incapacity due to physical or mental illness or injury or any such actual or anticipated failure after the issuance by the Executive of a Notice of Termination for Good Reason) over a period of not less than thirty days after a demand for substantial performance is delivered to the Executive by the Board , by the Chief Executive Officer or the President of the Company, by the Chief Executive Officer or the President of the Employer and/or by such other employee of the Company or the Employer to whom Executive then may report (if other than the foregoing officers of the Company or the Employer), which demand identifies the manner in which it is believed that the Executive has not substantially performed his duties;

(ii) the willful misconduct of the Executive materially and demonstrably injurious to the Company (including, without limitation, any breach by the Executive of Section 10 of this Agreement); provided that no act or failure to act on the Executive’s part will be considered willful if done, or omitted to be done, by him in good faith and with reasonable belief that his action or omission was in the best interest of the Company;

(iv) the Executive’s conviction of a felony (including, without limitation, any felony constituting a crime of moral turpitude).

(c) By the Executive . The Executive may terminate employment under this Agreement for Good Reason or without Good Reason. “Good Reason” means:

(i) any reduction in the Executive’s base salary; or

(ii) material failure by the Company to comply with any provision of Sections 3 and 4 of this Agreement (including, but not limited to, a diminution in the Executive’s authority, duties, or responsibilities) other than an isolated, insubstantial or inadvertent failure that is not taken in bad faith and is remedied by the Company within 30 days after receipt of written notice thereof from the Executive.

Notwithstanding the foregoing, “Good Reason” for purposes of Section 5(c)(i) shall not include a reduction in base salary if such reduction is coincident with a reduction applicable to all members of the senior management team. A termination of employment by the Executive for Good Reason shall be effectuated by giving the Company written notice (“Notice of Termination for Good Reason”) of the termination, setting forth in reasonable detail the specific conduct that constitutes Good Reason and the specific provision(s) of this Agreement on which the Executive relies. Such Notice of Termination for Good Reason must be received by the Company no later than the 60 ^th day after the event, or last in a series of events, that gives rise to Good Reason. The Company shall have 30 days to remedy the conduct set forth in the Notice of Termination for Good Reason. A termination of employment by the Executive for Good Reason shall be effective on the 60 ^th business day following the date when the Notice of Termination for Good Reason is given, unless the conduct set forth in the notice is remedied by the Company within the 30-day period. A termination of the Executive’s employment by the Executive without Good Reason shall be effected by giving the Company at least 30 days’ advance written notice of the termination.

6. Obligations of the Company upon Termination .

if any, with such reimbursement not to exceed the COBRA rates for such coverage; provided, however, that the Executive shall be required to submit to the Company reasonable evidence of payment by the Executive of any such COBRA premiums in order to obtain reimbursement from the Company and that the Executive may not submit any requests for reimbursement of such payments more than once per calendar month. Notwithstanding anything to the contrary set forth above, the Company, in its sole discretion, may discontinue any coverage contemplated hereunder in the event that such continuation is not permitted under or would adversely affect the tax status of the plan or plans of the Company pursuant to which the coverage is provided, in which case the Company shall make supplemental severance payments to the Executive in monthly amounts equal to the amounts to which the Executive otherwise would have been entitled to reimbursement hereunder in respect of such coverage for the remainder of the period that the Company otherwise would have been obligated to make reimbursements hereunder to the Executive. Any amounts that are reimbursed to the Executive by the Company or paid directly to the Executive as supplemental severance payments will be considered taxable income to the Executive and any taxes on such amounts will be the Executive’s responsibility and subject to applicable tax withholding.

To the extent compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) (or any successor provision) is necessary to avoid the application of an additional tax under Section 409A to payments due to the Executive upon or following his Separation From Service, then notwithstanding any other provision of this Agreement (or any otherwise applicable plan, policy, agreement or arrangement), any such payments that are otherwise due within six months following the Executive’s Separation From Service will be deferred (without interest) and paid to the Executive in a lump sum immediately following that six month period. This provision shall not be construed as preventing payments pursuant to Section 6 equal to an amount up to 2 times the lesser of (a) the Executive’s annualized compensation for the year prior to the Separation From Service, and (b) the maximum amount that may be taken into account under a qualified plan pursuant to section 401(a)(17) of the Code, being paid to the Executive in the first six months following the Separation From Service.

7. Change in Control . It is the intention of the parties that payments to be made to the Executive whether under the terms of this Agreement or otherwise shall not constitute “excess parachute payments” within the meaning of Section 280G of the Code and any regulations thereunder. If the independent accountants serving as auditors for the Company on the date of this Agreement (or any other independent certified public accounting firm designated by the Company) determine that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) would be nondeductible by the Company pursuant to Section 280G of the Code (or any successor provision), then the amounts payable or distributable under this Agreement will be reduced to the maximum amount which may be paid or distributed without causing such payments or distributions to be nondeductible. The determination shall take into account (a) whether the payments or distributions are “parachute payments” under Section 280G, (b) the amount of payments and distributions under this Agreement that constitute reasonable compensation, and (c) the present value of such payments and distributions determined in accordance with Treasury Regulations in effect from time to time. If a reduction is required in accordance with this Section 7, cash payments will be reduced before any acceleration of vesting or forfeiture conditions are eliminated and future payments will be reduced before amounts that are immediately payable.

8. Non-exclusivity of Rights . Nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any plan, program, policy or practice provided by the Company for which the Executive may qualify. Vested benefits and other amounts that the Executive is otherwise entitled to receive on or after the Date of Termination under any plan, policy, practice or program of, or any contract or agreement with, the Company shall be payable in accordance with such plan, policy, practice, program, contract or agreement, as the case may be, except as explicitly modified by this Agreement.

9. No Mitigation . In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced, regardless of whether the Executive obtains other employment.

10. Confidential Information; Non-solicitation; Non-competition .

(b) The Executive acknowledges that the Company is generally engaged in business throughout the United States. During the Executive’s employment by the Company and for two years after the Date of Termination or the expiration of the Employment Period, the Executive agrees that he will not, unless acting with the prior written consent of the Company, directly or indirectly, own, manage, control, or participate in the ownership, management or control of, or be employed or engaged by, or otherwise affiliated or associated with, as an officer, director, employee, consultant, independent contractor or otherwise, any of the following corporations, partnerships, proprietorships, firms, associations or other business entities, or any of their successors: Cardinal Health, Inc., McKesson Corporation, Medco Health, Inc., Priority Healthcare Corporation (or its successors, Curascript Specialty Distribution and Curascript Specialty Pharmacy) and US Oncology; provided, however, that the ownership of not more than 5% of the equity of a publicly traded entity shall not be deemed to be a violation of this paragraph. During such two-year period, Executive also agrees to make himself reasonably available to the Company for consulting at a per diem rate that reflects his annual salary as in an effect prior to his termination of employment (plus reimbursement of Executive’s reasonable expenses). Notwithstanding the foregoing, the Executive shall be relieved of the covenants provided for in this subsection in the event that the Company fails to make payments to Executive as provided for in Section 6(a) of this Agreement.

(c) The Executive also agrees that he will not, directly or indirectly, during the period described in paragraph (b) of this Section 10 induce any person who is an employee, officer, director, or agent of the Company, to terminate such relationship, or employ, assist in employing or otherwise be associated in business with any present or former employee or officer of the Company, including without limitation those who commence such positions with the Company after the Date of Termination.

(d) The Executive acknowledges and agrees that the restrictions contained in this Section 10 are reasonable and necessary to protect and preserve the legitimate interests, properties, goodwill and business of the Company, that the Company would not have entered into this Agreement in the absence of such restrictions and that irreparable injury will be suffered by the Company should the Executive breach the provisions of this Section. The Executive represents and acknowledges that (i) the Executive has been advised by the Company to consult the Executive’s own legal counsel in respect of this Agreement, (ii) the Executive has consulted with and been advised by his own counsel in respect of this Agreement, and (iii) the Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with the Executive’s counsel.

(e) The Executive further acknowledges and agrees that a breach of the restrictions in this Section 10 will not be adequately compensated by monetary damages. The Executive agrees that actual damage may be difficult to ascertain and that, in the event of any such breach, the Company shall be entitled to injunctive relief in addition to such other legal or equitable remedies as may be available to the Company. In the event that the provisions of this Section 10 should ever be adjudicated to exceed the limitations permitted by applicable law in any jurisdiction, it is the intention of the parties that the provision shall be amended such that those provisions are made consistent with the maximum limitations permitted by applicable law, that such amendment shall apply only within the jurisdiction of the court that made such adjudication and that those provisions otherwise be enforced to the maximum extent permitted by law.

(f) If the Executive breaches his obligations under this Section 10, he agrees that suit may be brought, and that he consents to personal jurisdiction, in the United States District Court for the Eastern District of Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in Chester County, Pennsylvania; consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding; and waives any objection which he may have to the laying of venue of any such suit, action or proceeding in any such court. The Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers.

(g) For purposes of this Section 9, the term “Company” shall be deemed to include each and every Subsidiary.

11. Successors .

(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

12. Miscellaneous .

If to the Executive , to the address on file with the Company.

If to the Company :

AmerisourceBergen Corporation
1300 Morris Drive
Chesterbrook, PA 19087
Attention: Chief Executive Officer

or to such other address as either party furnishes to the other in writing in accordance with this paragraph (b) of Section 12. Notices and communications shall be effective when actually received by the addressee.

(e) The Executive’s or the Company’s failure to insist upon strict compliance with any provision of, or to assert any right under, this Agreement (including, without limitation, the right of the Executive to terminate employment for Good Reason pursuant to paragraph (c) of Section 6 of this Agreement) shall not be deemed to be a waiver of such provision or right or of any other provision of or right under this Agreement.

(g) This Agreement may be executed in several counterparts, each of which shall be deemed an original, and said counterparts shall constitute but one and the same instrument.

13. The respective rights and obligations of the parties hereunder shall survive any termination of the Executive’s employment to the extent necessary to the intended preservation of such rights and obligations, including, but not by way of limitation, those rights and obligations set forth in Sections 4, 6, 7, 10 and 12.


AMERISOURCEBERGEN CORPORATION

By:	/s/ R. David Yost
	Name:	R. David Yost
	Title:	President and Chief Executive Officer

Date: 12/15/08

EXECUTIVE

/s/ Steven H. Collis

Steven H. Collis

Date: 12/23/08

ANNEX 1

SEPARATION OF EMPLOYMENT AGREEMENT
AND GENERAL RELEASE

THIS SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE (the “Agreement”) is made as of this _____ day of , _____ , by and between AmerisourceBergen Corporation (the “Company”) and (the “Executive”).

WHEREAS, Executive formerly was employed as ;

WHEREAS, Executive and the Company mutually desire to terminate Executive’s employment on an amicable basis, such termination to be effective _____, _____ (the “Date of Resignation”); and

WHEREAS, in connection with the termination of Executive’s employment, the parties have agreed to a separation package and the resolution of any and all disputes between them.

NOW, THEREFORE, IT IS HEREBY AGREED by and between Executive and the Company as follows:

2. In consideration of the Company’s agreements as set forth in Paragraph 5 herein, Executive agrees to be bound by the terms of Section 10 of the Employment Agreement.

5. In consideration for Executive’s agreement as set forth herein, the Company agrees that the Company shall provide the following:

[ insert description of severance benefits to which Executive is entitled under the Employment Agreement ]; and

14. This Agreement and the obligations of the parties hereunder shall be construed, interpreted and enforced in accordance with the laws of the Commonwealth of Pennsylvania.

15. Executive certifies and acknowledges as follows:

(c) That Executive has been and is hereby advised in writing to consult with an attorney prior to signing this Agreement;

(d) That Executive does not waive rights or claims that may arise after the date this Agreement is executed;

[ SIGNATURE PAGE FOLLOWS ]

Intending to be legally bound hereby, Executive and the Company executed the foregoing Separation of Employment Agreement and General Release this _____ day of , _____.


		Witness:

[ Executive ]

AMERISOURCEBERGEN CORPORATION

By:		Witness:

	Name:

	Title:

Exhibit 10.12

January 7, 2009

PERSONAL AND CONFIDENTIAL

To: Steven H. Collis

This letter is being provided to you because you recently entered into an amended and restated employment agreement with AmerisourceBergen Corporation (the “ Company ”) dated December 15, 2008 (the “ Agreement ”). The amendment and restatement of your employment agreement was undertaken principally to ensure that the terms of the agreement are structured to enable you to avoid the adverse tax consequences that would result from a violation of Section 409A of the Internal Revenue Code (“ Section 409A ”). This letter is intended to clarify and supplement your rights under the Agreement in the event the Company terminates your employment without Cause or you resign your employment with the Company for Good Reason. All capitalized terms used in this letter that are not defined in this letter shall have the meanings ascribed to them in the Agreement.

Because this letter constitutes an amendment of the Agreement, you should retain a copy of this letter with your records.


AMERISOURCEBERGEN CORPORATION
By:	/s/ R. David Yost
	Name:	R. David Yost
	Title:	President and Chief Executive Officer

Exhibit 10.13

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) by and between AmerisourceBergen Corporation, a Delaware corporation (hereinafter the “Company”), and Jeanne B. Fisher (the “Executive”), dated and effective as of November 24, 2008.

WHEREAS, the Company and the Executive entered into an employment agreement (the “Original Agreement”) effective October 1, 2003, reflecting the determination of the Board of Directors of the Company (the “Board”), upon the recommendation of the Compensation and Succession Planning Committee of the Board (the “Committee”), that it would be in the best interests of the Company and its shareholders to extend an employment agreement to the Executive, and the Executive’s desire to accept such an employment agreement; and

NOW, THEREFORE, intending to be legally bound, the parties hereto agree to amend and restate the Original Agreement in its entirety as follows:

2. Position and Duties .

(a) During the Employment Period, the Executive shall be employed as the Senior Vice President Human Resources of the Company, subject to such changes in title as may be proposed by the Company and consented to by the Executive. The Executive shall perform such duties for the Company as are related typically to the office a chief human resources officer and such other duties as may be assigned by the Company.

3. Compensation .

4. Termination of Employment .

(b) By the Company . The Company may terminate the Executive’s employment under this Agreement during the Employment Period for Cause or without Cause. “Cause” means:

(i) the continued failure by the Executive to substantially perform her duties as contemplated by this Agreement (other than any such failure resulting from her incapacity due to physical or mental illness or injury or any such actual or anticipated failure after the issuance by the Executive of a Notice of Termination for Good Reason) over a period of not less than thirty days after a demand for substantial performance is delivered to the Executive by the Board or by the Chief Executive Officer of the Company, which demand identifies the manner in which it is believed that the Executive has not substantially performed her duties;

(ii) the willful misconduct of the Executive materially and demonstrably injurious to the Company (including, without limitation, any breach by the Executive of Section 9 of this Agreement); provided that no act or failure to act on the Executive’s part will be considered willful if done, or omitted to be done, by her in good faith and with reasonable belief that her action or omission was in the best interest of the Company;

(iv) the Executive’s conviction of a felony (including, without limitation, any felony constituting a crime of moral turpitude).

(c) By the Executive . The Executive may terminate employment under this Agreement for Good Reason or without Good Reason. “Good Reason” means:

(i) any reduction in the Executive’s base salary; or

(e) Separation from Service . For purposes of determining under Section 409A whether there has been a “separation from service” with the meaning of Treasury Regulation Section 1.409A-1(h) (or any successor regulation), the Executive shall be deemed to have incurred a separation from service if her employment has been terminated in accordance with this Section 4 and she is performing less than 50% of the average level of bona fide services she was performing for the Company in the immediately preceding 36-month period (“Separation From Service”). In addition, notwithstanding any other provision of this Agreement to the contrary, any payment or benefit described in Section 5 that represents a “deferral of compensation” within the meaning of Section 409A shall only be paid or provided to Executive upon a Separation From Service as defined herein.

5. Obligations of the Company upon Termination .

To the extent compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) (or any successor provision) is necessary to avoid the application of an additional tax under Section 409A to payments due to the Executive upon or following her Separation From Service, then notwithstanding any other provision of this Agreement (or any otherwise applicable plan, policy, agreement or arrangement), any such payments that are otherwise due within six months following the Executive’s Separation From Service will be deferred (without interest) and paid to the Executive in a lump sum immediately following that six month period. This provision shall not be construed as preventing payments pursuant to Section 5 equal to an amount up to 2 times the lesser of (a) the Executive’s annualized compensation for the year prior to the Separation From Service, and (b) the maximum amount that may be taken into account under a qualified plan pursuant to section 401(a)(17) of the Code, being paid to the Executive in the first six months following the Separation From Service.

9. Confidential Information; Non-solicitation; Non-competition .

(a) The Executive agrees and acknowledges that by reason of her employment by and service to the Company, she will have access to, become exposed to and/or become knowledgeable about confidential information of the Company (the “Confidential Information”) from time to time during the Employment Period, including, without limitation, proposals, plans, inventions, practices, systems, programs, processes, methods, techniques, research, records, supplier sources, customer lists and other forms of business information that are not known to the Company’s competitors, are not recognized as being encompassed within standard business or management practices and/or are kept secret and confidential by the Company. Executive agrees that at no time during or after the Employment Period will she disclose or use the Confidential Information except as may be required in the prudent course of business for the benefit of the Company. The Executive also agrees to be subject to the Company’s Code of Ethics and Business Conduct as in effect from time to time during the Employment Period.

(b) The Executive acknowledges that the Company is generally engaged in business throughout the United States. During the Executive’s employment by the Company and for two years after the Date of Termination or the expiration of the Employment Period, the Executive agrees that she will not, unless acting with the prior written consent of the Company, directly or indirectly, own, manage, control, or participate in the ownership, management or control of, or be employed or engaged by, or otherwise affiliated or associated with, as an officer, director, employee, consultant, independent contractor or otherwise, any other corporation, partnership, proprietorship, firm, association or other business entity, which is engaged in any business, including the wholesale distribution of pharmaceutical products, that, or otherwise engage in any business that, as of the Date of Termination or expiration of the Employment Period, as applicable, is engaged in by the Company, has been reviewed with the Board for development to be owned or managed by the Company, and/or has been divested by the Company but as to which the Company has an obligation to refrain from involvement, but only for so long as such restriction applies to the Company; provided, however, that the ownership of not more than 5% of the equity of a publicly traded entity shall not be deemed to be a violation of this paragraph. During such two-year period, Executive also agrees to make herself reasonably available to the Company for consulting at a per diem rate that reflects her annual salary as in an effect prior to her termination of employment (plus reimbursement of Executive’s reasonable expenses). Notwithstanding the foregoing, the Executive shall be relieved of the covenants provided for in this subsection in the event that the Company fails to make payments to Executive as provided for in Section 5(a) of this Agreement.

(c) The Executive also agrees that she will not, directly or indirectly, during the period described in paragraph (b) of this Section 9 induce any person who is an employee, officer, director, or agent of the Company, to terminate such relationship, or employ, assist in employing or otherwise be associated in business with any present or former employee or officer of the Company, including without limitation those who commence such positions with the Company after the Date of Termination.

(d) The Executive acknowledges and agrees that the restrictions contained in this Section 9 are reasonable and necessary to protect and preserve the legitimate interests, properties, goodwill and business of the Company, that the Company would not have entered into this Agreement in the absence of such restrictions and that irreparable injury will be suffered by the Company should the Executive breach the provisions of this Section. The Executive represents and acknowledges that (i) the Executive has been advised by the Company to consult the Executive’s own legal counsel in respect of this Agreement, (ii) the Executive has consulted with and been advised by her own counsel in respect of this Agreement, and (iii) the Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with the Executive’s counsel.

(f) If the Executive breaches her obligations under this Section 9, she agrees that suit may be brought, and that she consents to personal jurisdiction, in the United States District Court for the Eastern District of Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in Chester County, Pennsylvania; consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding; and waives any objection which she may have to the laying of venue of any such suit, action or proceeding in any such court. The Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers.

(g) For purposes of this Section 9, the term “Company” shall be deemed to include each Subsidiary of the Company.

10. Successors .

(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

11. Miscellaneous .

If to the Executive , to the address on file with the Company.

If to the Company :

AmerisourceBergen Corporation
1300 Morris Drive
Chesterbrook, PA 19087
Attention: Chief Executive Officer

(g) This Agreement may be executed in several counterparts, each of which shall be deemed an original, and said counterparts shall constitute but one and the same instrument.


AMERISOURCEBERGEN CORPORATION

By:		/s/ R. David Yost
		Name: R. David Yost
		Title: President and Chief Executive Officer

Date: 11/24/08

EXECUTIVE

/s/ Jeanne B. Fisher

Jeanne B. Fisher

Date: 12/19/08

ANNEX 1

SEPARATION OF EMPLOYMENT AGREEMENT
AND GENERAL RELEASE

WHEREAS, Executive formerly was employed as ;

WHEREAS, Executive and the Company mutually desire to terminate Executive’s employment on an amicable basis, such termination to be effective _____, _____ (the “Date of Resignation”); and

WHEREAS, in connection with the termination of Executive’s employment, the parties have agreed to a separation package and the resolution of any and all disputes between them.

NOW, THEREFORE, IT IS HEREBY AGREED by and between Executive and the Company as follows:

2. In consideration of the Company’s agreements as set forth in Paragraph 5 herein, Executive agrees to be bound by the terms of Section 9 of the Employment Agreement.

5. In consideration for Executive’s agreement as set forth herein, the Company agrees that the Company shall provide the following:

[ insert description of severance benefits to which Executive is entitled under the Employment Agreement ]; and

[(b)] To the extent covered by directors’ and officers’ liability insurance on the Date of Resignation, the Company will maintain, for no less than 6 years following the Date of Resignation, directors’ and officers’ liability insurance covering the Executive’s potential liability in connection with her employment by the Company in amounts and on terms that are commensurate with the coverage provided to its active officers and directors of the Company.

14. This Agreement and the obligations of the parties hereunder shall be construed, interpreted and enforced in accordance with the laws of the Commonwealth of Pennsylvania.

15. Executive certifies and acknowledges as follows:

(c) That Executive has been and is hereby advised in writing to consult with an attorney prior to signing this Agreement;

(d) That Executive does not waive rights or claims that may arise after the date this Agreement is executed;

[ SIGNATURE PAGE FOLLOWS ]

Intending to be legally bound hereby, Executive and the Company executed the foregoing Separation of Employment Agreement and General Release this _____ day of , _____.


		Witness:

[ Executive ]

AMERISOURCEBERGEN CORPORATION

By:		Witness:

	Name:

	Title:

Exhibit 10.14

January 7, 2009

PERSONAL AND CONFIDENTIAL

To: Jeanne B. Fisher

Because this letter constitutes an amendment of the Agreement, you should retain a copy of this letter with your records.


AMERISOURCEBERGEN CORPORATION
By:	/s/ R. David Yost
	Name:	R. David Yost
	Title:	President and Chief Executive Officer

Exhibit 10.15

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) by and between AmerisourceBergen Corporation, a Delaware corporation (hereinafter the “Company”), and John G. Chou (the “Executive”), dated and effective as of November 24, 2008.

WHEREAS, the Company and the Executive entered into an employment agreement (the “Original Agreement”) effective January 1, 2007, reflecting the determination of the Board of Directors of the Company (the “Board”), upon the recommendation of the Compensation and Succession Planning Committee of the Board (the “Committee”), that it would be in the best interests of the Company and its shareholders to extend an employment agreement to the Executive , and the Executive’s desire to accept such an employment agreement; and

NOW, THEREFORE, intending to be legally bound, the parties hereto agree to amend and restate the Original Agreement in its entirety as follows:

2. Position and Duties .

(a) During the Employment Period, the Executive shall be employed as the Senior Vice President, General Counsel and Secretary of the Company, subject to such changes in title as may be proposed by the Company and consented to by the Executive. The Executive shall perform such duties for the Company as are related typically to the office of a chief legal officer and secretary and such other duties as may be assigned by the Company. The Executive shall report to the Board, or a committee of the Board, as appropriate, to the extent required pursuant to applicable law, including, but not limited to, the “reporting up” provisions of the Sarbanes-Oxley Act of 2002.

3. Compensation .

4. Termination of Employment .

(b) By the Company . The Company may terminate the Executive’s employment under this Agreement during the Employment Period for Cause or without Cause. “Cause” means:

(iv) the Executive’s conviction of a felony (including, without limitation, any felony constituting a crime of moral turpitude).

(c) By the Executive . The Executive may terminate employment under this Agreement for Good Reason or without Good Reason. “Good Reason” means:

(i) any reduction in the Executive’s base salary; or

5. Obligations of the Company upon Termination .

9. Confidential Information; Non-solicitation; Non-competition .

(g) For purposes of this Section 9, the term “Company” shall be deemed to include subsidiaries and affiliates of the Company.

10. Successors .

(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

11. Miscellaneous .

If to the Executive , to the address on file with the Company.

If to the Company :

AmerisourceBergen Corporation
1300 Morris Drive
Chesterbrook, PA 19087
Attention: Chief Executive Officer

(g) This Agreement may be executed in several counterparts, each of which shall be deemed an original, and said counterparts shall constitute but one and the same instrument.


AMERISOURCEBERGEN CORPORATION

By:	/s/ R. David Yost

	Name:	R. David Yost
	Title:	President and Chief Executive Officer

Date: 11/24/08

EXECUTIVE

/s/ John G. Chou

John G. Chou

Date: 11/24/08

ANNEX 1

SEPARATION OF EMPLOYMENT AGREEMENT
AND GENERAL RELEASE

WHEREAS, Executive formerly was employed as _____;

WHEREAS, Executive and the Company mutually desire to terminate Executive’s employment on an amicable basis, such termination to be effective _____, _____ (the “Date of Resignation”); and

WHEREAS, in connection with the termination of Executive’s employment, the parties have agreed to a separation package and the resolution of any and all disputes between them.

NOW, THEREFORE, IT IS HEREBY AGREED by and between Executive and the Company as follows:

2. In consideration of the Company’s agreements as set forth in Paragraph 5 herein, Executive agrees to be bound by the terms of Section 9 of the Employment Agreement.

5. In consideration for Executive’s agreement as set forth herein, the Company agrees that the Company shall provide the following:

[ insert description of severance benefits to which Executive is entitled under the Employment Agreement ]; and

14. This Agreement and the obligations of the parties hereunder shall be construed, interpreted and enforced in accordance with the laws of the Commonwealth of Pennsylvania.

15. Executive certifies and acknowledges as follows:

(c) That Executive has been and is hereby advised in writing to consult with an attorney prior to signing this Agreement;

(d) That Executive does not waive rights or claims that may arise after the date this Agreement is executed;

[ SIGNATURE PAGE FOLLOWS ]

Intending to be legally bound hereby, Executive and the Company executed the foregoing Separation of Employment Agreement and General Release this _____ day of _____, _____.

Witness:

[ Executive ]

AMERISOURCEBERGEN CORPORATION

By:

Witness:

Name:

Title:

Exhibit 10.16

January 7, 2009

PERSONAL AND CONFIDENTIAL

To: John G. Chou

Because this letter constitutes an amendment of the Agreement, you should retain a copy of this letter with your records.


AMERISOURCEBERGEN CORPORATION
By:	/s/ R. David Yost
	Name:	R. David Yost
	Title:	President and Chief Executive Officer

Exhibit 10.17

EXECUTION COPY

EIGHTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT

THIS EIGHTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT, dated as of December 18, 2008 (this “ Amendment ”) is entered into among AMERISOURCE RECEIVABLES FINANCIAL CORPORATION, a Delaware corporation (in such capacity, the “ Seller ”), AMERISOURCEBERGEN DRUG CORPORATION, a Delaware corporation, as the initial Servicer (in such capacity, the “ Servicer ”), the PURCHASER AGENTS and PURCHASERS listed on the signature pages hereto and BANK OF AMERICA, NATIONAL ASSOCIATION (“ Bank of America ”), a national banking association, as administrator (in such capacity, the “ Administrator ”).

R E C I T A L S

A. The Seller, Servicer, the Purchaser Groups and the Administrator are parties to that certain Receivables Purchase Agreement, dated as of July 10, 2003 (as amended, supplemented or otherwise modified from time to time, the “ Agreement ” or the “ Receivables Purchase Agreement ”).

B. The parties hereto desire to enter into this Amendment to amend the Agreement as provided herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Certain Defined Terms . Capitalized terms used but not defined herein shall have the meanings set forth for such terms in Exhibit I to the Agreement.

2. Amendments to the Agreement . The Agreement is hereby amended as follows:

(a) Clause (X) of Section 1.1(b) of the Agreement is hereby amended and restated in its entirety as follows:

upon at least 10 Business Days’ prior written notice in substantially the form of Exhibit XVIII hereto (a “Purchase Limit Increase Request” ) to the Administrator and each Purchaser Agent, request that each Purchaser Group increase its respective existing Group Commitment; provided that:

(i) such requested increase shall be in an amount not less than $50,000,000 in the aggregate and the Purchase Limit after giving effect to such increases shall not exceed the sum of (A) the Non-Accordion Purchase Limit and (B) $250,000,000 without the prior written consent of all Purchaser Agents,

(ii) each Purchaser Agent (on behalf of the related Purchaser Group) shall, in its sole discretion, make a determination whether or not to grant any request to increase its Purchaser Group’s Group Commitment under this clause (b) and shall notify the Seller and the Administrator in writing of such determination within ten (10) Business Days of receipt of a Purchase Limit Increase Request; provided that if any Purchaser Agent fails to so notify the Seller or the Administrator, the applicable Purchasers shall be deemed to have refused to consent to such Purchase Limit Increase Request,

(iii) the Seller’s request for the increases in the respective Group Commitments of the Purchaser Groups shall be ratable with respect to each such Purchaser Group (according to the then existing Group Commitments of all such Purchaser Groups), and if Purchaser Groups holding less than 100% of the aggregate Group Commitments of all Purchaser Groups consent to such increase in their respective Group Commitment, the Seller may request increases in the Group Commitments of the Purchaser Groups who have consented (any such Purchaser Group, an “Increasing Purchaser Group” ) (by written notice to the Purchaser Agents for the Increasing Purchaser Groups), on a ratable basis (based on the then existing Group Commitments of all such Increasing Purchaser Groups), unless otherwise consented to in writing by all the Purchaser Agents for such Increasing Purchaser Groups and at the sole discretion of the Purchaser Agents for each such Increasing Purchaser Group,

(iv) notwithstanding anything herein to the contrary, (A) to the extent the Aggregate Invested Amount is at any time equal to or less than the Non-Accordion Purchase Limit, all Incremental Purchases shall be made during such time ratably according to each Purchaser’s Ratable Share of the Non-Accordion Purchase Limit prior to giving effect to any increases under this clause (b) and (B) so long as the Aggregate Invested Amount is greater than the Non-Accordion Purchase Limit, all Incremental Purchases with respect to the Accordion Purchase Limit shall be made ratably according to each Purchaser’s Accordion Ratable Share of the Accordion Purchase Limit,

(v) on the first day of the second calendar quarter of each year, (A) the Purchase Limit, if greater than the Non-Accordion Purchase Limit on the last day of the immediately preceding calendar quarter, shall automatically be reduced to the Non-Accordion Purchase Limit and each Purchaser Group’s Group Commitment will revert to the amount shown on its signature page herein and (B) if the aggregate Accordion Invested Amount is greater than zero after giving effect to such automatic reduction pursuant to this sub-clause (v), the Seller shall pay to each Purchaser Agent for the benefit of the related Purchasers in the Increasing Purchaser Groups immediately an amount to be applied to reduce such Purchaser’s Accordion Invested Amount (ratably, according to each Purchaser’s Accordion Invested Amount), such that after giving effect to such payment, the aggregate Accordion Invested Amount is equal to zero, and

(vi) the Seller shall (and shall cause the Servicer to) deliver all documents, instruments, reports, opinions and agreements as the Administrator and any Purchaser Agent may reasonably request in connection with making a determination as to whether or not to grant any request under this clause (b), including, on or prior to the effectiveness of any increase pursuant to this clause (b), a confirmation regarding such increase for each Increasing Purchaser Group, substantially in the form of Exhibit XX hereto (an “ Accordion Confirmation ”) and executed by the Seller, the Servicer, the Administrator and the Purchaser Agent for each such Increasing Purchaser Group, an executed copy of which shall be circulated to each Purchaser Agent by the Administrator, or

(b) Sub-clause fourth of clause (b) of Section 2.2 of the Agreement is hereby amended and restated in its entirety as follows:

fourth, if required under Section 1.1( b)(v)(B) , 1.3 or 1.4 , first, to the reduction of the aggregate Accordion Invested Amount (ratably according to each Purchaser’s Accordion Invested Amount until such amount is reduced to zero) and second, to the ratable reduction of the Aggregate Invested Amount (in each case, after giving effect to the amounts, if any, distributed pursuant to clause third above),

(c) Exhibit I to the Agreement is hereby amended by inserting, in the appropriate alphabetical order, the following new definitions:

“Accordion Confirmation” has the meaning set forth in Section 1.1(b)(vi) .

“Accordion Group Commitment” means with respect to any Purchaser Group, the aggregate amount of any increase in such Purchaser Group’s Group Commitment pursuant to Section 1.1(b) consented to by the Purchaser Agent on behalf of the Purchasers in such Purchaser Group.

“Accordion Purchase Limit” means the aggregate of the amount of any increase to the Purchase Limit pursuant to Section 1.1(b) consented to by the Increasing Purchaser Groups; provided , that the Accordion Purchase Limit shall in no event exceed $250,000,000 without the consent of all Purchaser Agents.

“Accordion Ratable Share” means, for each Purchaser Group (other than those comprised of Exiting Purchasers), such Purchaser Group’s Accordion Group Commitment divided by the aggregate Accordion Group Commitments of all Purchaser Groups (other than those comprised of Exiting Purchasers).

(d) The definition of “Accordion Invested Amount” set forth in Exhibit I to the Agreement is hereby amended and restated in its entirety as follows:

“Accordion Invested Amount” means, with respect to any Purchaser and its related Invested Amount, the portion, if any, of such Invested Amount being funded or maintained by such Purchaser under its Purchaser Group’s Accordion Group Commitment.

(e) The definition of “Ratable Share” set forth in Exhibit I to the Agreement is hereby amended and restated in its entirety as follows:

“Ratable Share” means, for each Purchaser Group (other than those comprised of Exiting Purchasers), such Purchaser Group’s Group Commitments (excluding any Accordion Group Commitment) divided by the aggregate Group Commitments (excluding any Accordion Group Commitments) of all Purchaser Groups (other than those comprised of Exiting Purchasers).

(f) Exhibit II to the Agreement is hereby amended and restated in its entirety as Exhibit II attached hereto.

(g) Exhibit XV to the Agreement is hereby amended and restated in its entirety as Exhibit XV attached hereto.

(h) The Agreement is hereby amended by inserting a new Exhibit XX as Exhibit XX attached hereto.

(i) Solely with respect to the Accordion Period in effect during the first calendar quarter of 2009, such Accordion Period shall end no later than March 30, 2009 and, notwithstanding clause (v) of Section 1.1(b) of the Agreement (after giving effect to the amendment contemplated above), any reductions required under such clause (v) shall instead occur on the last day of the first calendar quarter of 2009.

3. Accordion Confirmation . Each of the parties hereto hereby agrees that the Accordion Confirmation attached as Schedule I hereto shall constitute an Accordion Confirmation, and satisfy the requirements for an Accordion Confirmation under Section 1.1(b)(X)(vi)(b) of the Agreement (as amended hereby) for the accordion increase scheduled to be effective January 2, 2009; provided , that, the Administrator or any Purchaser Agent may require an updated Accordion Confirmation to be executed on or prior to January 2, 2009 to the extent that there have been any intervening changes to the Purchase Limit, Accordion Group Commitments or the like.

4. Representations and Warranties; Covenants . Each of the Seller and the Servicer (on behalf of the Seller) hereby certifies, represents and warrants to the Administrator, each Purchaser Agent and each Purchaser that on and as of the date hereof:

(i) each of its representations and warranties contained in Article V of the Agreement is true and correct, in all material respects, as if made on and as of the Effective Date;

(ii) no event has occurred and is continuing, or would result from this Amendment or any of the transactions contemplated herein, that constitutes an Amortization Event or Unmatured Amortization Event; and

(iii) the Facility Termination Date for all Purchaser Groups has not occurred.

5. Effect of Amendment . Except as expressly amended and modified by this Amendment, all provisions of the Agreement shall remain in full force and effect. After this Amendment becomes effective, all references in each of the Agreements to “this Agreement”, “hereof”, “herein”, or words of similar effect referring to such Agreement shall be deemed to be references to the Agreement, as amended by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Agreement (or any related document or agreement) other than as set forth herein.

6. Effectiveness . This Amendment shall become effective on the date hereof (the “ Effective Date ” upon satisfaction of each of the following conditions:

(a) receipt by the Administrator of counterparts of this Amendment executed by each of the parties hereto, in form and substance satisfactory to the Administrator; and

(b) receipt by the Administrator of such other agreements, documents, opinions and instruments as the Administrator may request.

7. Counterparts . This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, and each counterpart shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Counterparts of this Amendment may be delivered by facsimile transmission or other electronic transmission, and such counterparts shall be as effective as if original counterparts had been physically delivered, and thereafter shall be binding on the parties hereto and their respective successors and assigns.

8. Governing Law . This Amendment shall be governed by, and construed in accordance with the law of the State of New York without regard to any otherwise applicable principles of conflicts of law (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law).

9. Section Headings . The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment, the Agreement or any other Transaction Document or any provision hereof or thereof.

[signature pages begin on next page]

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


		AMERISOURCE RECEIVABLES FINANCIAL CORPORATION, as Seller

		By:		/s/

				Name:

				Title:


		AMERISOURCEBERGEN DRUG CORPORATION, as initial Servicer

		By:		/s/

				Name:

				Title:

Eighth Amendment to RPA
(ARFC)

S-1


		BANK OF AMERICA, NATIONAL ASSOCIATION, as Administrator

		By:		/s/

				Name:

				Title:


		YC SUSI TRUST, as a Conduit Purchaser

		By:		Bank of America, National Association, as administrative trustee

		By:		/s/

				Name:

				Title:


		BANK OF AMERICA, NATIONAL ASSOCIATION, as Purchaser Agent and Related Committed Purchaser for YC SUSI Trust

		By:		/s/

				Name:

				Title:

Eighth Amendment to RPA
(ARFC)

S-2


		VARIABLE FUNDING CAPITAL COMPANY LLC, as a Conduit Purchaser

		BY:		WACHOVIA CAPITAL MARKETS, LLC, its attorney-in-fact

		By:		/s/

				Name:

				Title:


		WACHOVIA BANK, NATIONAL ASSOCIATION, as Purchaser Agent and Related Committed Purchaser for Variable Funding Capital Company LLC

		By:		/s/

				Name:

				Title:

Eighth Amendment to RPA
(ARFC)

S-3


		LIBERTY STREET FUNDING LLC, as a Conduit Purchaser

		By:		/s/

				Name:

				Title:


		THE BANK OF NOVA SCOTIA, as Purchaser Agent and Related Committed Purchaser for Liberty Street Funding Corp.

		By:		/s/

				Name:

				Title:

Eighth Amendment to RPA
(ARFC)

S-4


		MARKET STREET FUNDING LLC, as a Conduit Purchaser

		By:		/s/

				Name:

				Title:


		PNC BANK, NATIONAL ASSOCIATION, as Purchaser Agent and Related Committed Purchaser for Market Street Funding LLC

		By:		/s/

				Name:

				Title:

Eighth Amendment to RPA
(ARFC)

S-5


		MANHATTAN ASSET FUNDING COMPANY LLC, as a Conduit Purchaser

		By:		MAF Receivables, Corp., its Sole Member

		By:		/s/

				Name:

				Title:


		SUMITOMO MITSUI BANKING CORPORATION, as Related Committed Purchaser for Manhattan Asset Funding Company LLC
		By:		/s/

				Name:

				Title:


		SMBC SECURITIES, INC., as Purchaser Agent for Manhattan Asset Funding Company LLC and Sumitomo Mitsui Banking Corporation

		By:		/s/

				Name:

				Title:

Eighth Amendment to RPA
(ARFC)

S-6


		VICTORY RECEIVABLES CORPORATION, as a Conduit Purchaser

		By:		/s/

				Name:

				Title:


		THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Purchaser Agent for Victory Receivables Corporation

		By:		/s/

				Name:

				Title:


		THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Related Committed Purchaser for Victory Receivables Corporation

		By:		/s/

				Name:

				Title:

Eighth Amendment to RPA
(ARFC)

S-7


		WORKING CAPITAL MANAGEMENT CO., LP, as Conduit Purchaser and as Related Committed Purchaser for Working Capital Management Co., LP

		By:		/s/

				Name:

				Title:


		MIZUHO CORPORATE BANK, LTD., as Purchaser Agent for Working Capital Management Co., LP

		By:		/s/

				Name:

				Title:

Eighth Amendment to RPA
(ARFC)

S-8


RELATIONSHIP FUNDING COMPANY, LLC, as a Conduit Purchaser

By:	/s/

	Name:

	Title:


FIFTH THIRD BANK, as Purchaser Agent and Related Committed Purchaser for Relationship Funding Company, LLC

By:	/s/

	Name:	Andrew D. Jones
	Title:	Assistant Vice President

Eighth Amendment to RPA
(ARFC)

S-9

SCHEDULE I

ACCORDION CONFIRMATION

This Schedule I constitutes an Accordion Confirmation pursuant to Section 1.1(b) of the Receivables Purchase Agreement. This Accordion Confirmation sets forth the Accordion Group Commitments as consented to by such Purchaser Group’s Purchaser Agent for the Accordion Period beginning on January 2, 2009 and ending on March 30, 2009, and the resulting changes in the Purchase Limit and Group Commitments for such period.

Eighth Amendment to RPA
(ARFC)

I-1

(a) Group Commitments


	Non-Accordion		Accordion
	Group		Group		Group
Purchaser Group	Commitment		Commitment		Commitment
Variable Funding Capital Company LLC	$	143,750,000	$	36,858,974	$	180,608,974
YC SUSI Trust	$	175,000,000	$	44,871,795	$	219,871,795
Liberty Street Funding Corp.	$	175,000,000	$	0	$	175,000,000
Market Street Funding LLC	$	56,250,000	$	0	$	56,250,000
Manhattan Asset Funding Company	$	50,000,000	$	0	$	50,000,000
Victory Receivables Corporation	$	175,000,000	$	44,871,795	$	219,871,795
Working Capital Management Co., LP	$	100,000,000	$	25,641,026	$	125,641,026
Relationship Funding Company, LLC	$	100,000,000	$	0	$	100,000,000

(b) Ratable Share and Accordion Ratable Share of Each Purchaser Group, expressed as a percentage:


				Accordion Ratable
Purchaser Group	Ratable Share			Share
Variable Funding Capital Company LLC		14.74	%		24.21	%
YC SUSI Trust		17.95	%		29.47	%
Liberty Street Funding Corp.		17.95	%		0	%
Market Street Funding LLC		5.77	%		0	%
Manhattan Asset Funding Company		5.13	%		0	%
Victory Receivables Corporation		17.95	%		29.47	%
Working Capital Management Co., LP		10.26	%		16.84	%
Relationship Funding Company, LLC		10.26	%		0	%

Eighth Amendment to RPA
(ARFC)

S-2

(i) Non-Accordion Purchase Limit: $975,000,000

(ii) Accordion Purchase Limit: $152,243,590

Seller hereby represents and warrants as of the hereof, and as of the date of this increase, as follows:

(i) the representations and warranties contained in Section V of the Receivables Purchase Agreement are correct in all material respects on and as of such dates as though made on and as of such dates and shall be deemed to have been made on such dates; and

(ii) no event has occurred and is continuing, or would result from the increase proposed hereby, that constitutes an Amortization Event or an Unmatured Amortization Event.

Eighth Amendment to RPA
(ARFC)

S-3

EXHIBIT II

FORM OF PURCHASE NOTICE

Amerisource Receivables Financial Corporation

PURCHASE NOTICE
dated , 20__
for Purchase on , 20__

Bank of America, National Association, as Administrator
214 North Tryon Street, 19 ^th Floor
NC1-027-19-01
Charlotte, North Carolina 28255
Attention: ABCP Conduit Group
Telephone: (704) 386-7922
Facsimile: (704) 388-9169

[Address to each Purchaser Agent]

Ladies and Gentlemen:

Reference is made to the Receivables Purchase Agreement dated as of July 10, 2003 (as amended, supplemented or otherwise modified from time to time, the “Agreement” ) among Amerisource Receivables Financial Corporation (the “Seller” ), AmerisourceBergen Drug Corporation, as initial Servicer, the various Purchaser Groups from time to time party thereto, and Bank of America, National Association, as Administrator. Capitalized terms defined in the Agreement are used herein with the same meanings.

1. The [ Servicer, on behalf of the ] Seller hereby certifies, represents and warrants to the Administrator, each Purchaser Agent and each Purchaser that on and as of the Purchase Date (as hereinafter defined):

(a) all applicable conditions precedent set forth in Article VI of the Agreement have been satisfied;

(b) each of its representations and warranties contained in Article V of the Agreement will be true and correct, in all material respects, as if made on and as of the Purchase Date;

(c) no event will have occurred and is continuing, or would result from the requested Purchase, that constitutes an Amortization Event or Unmatured Amortization Event;

(d) the applicable Facility Termination Date has not occurred; and

II-1

(e) after giving effect to the Purchase requested below, (i) no Related Committed Purchaser’s aggregate Invested Amount shall exceed its Available Commitment, (ii) no Purchaser Group’s Group Invested Amount shall exceed its Group Commitment, and (iii) the aggregate of the Receivable Interests shall not exceed 100%.

2. The [ Servicer, on behalf of the ] Seller hereby requests that the Purchasers make a Purchase on , 20_____ (the “Purchase Date” ) as follows:


(a)	Purchase Price: $

(b)	(X)	Ratable Share ¹ :

	(i)	Variable Funding Capital Company LLC’s Purchaser Group:	$

	(ii)	YC SUSI Trust’s Purchaser Group:	$

	(iii)	Liberty Street Funding Corp.’s Purchaser Group:	$

	(iv)	Market Street Funding Corporation’s Purchaser Group:	$

	(v)	Manhattan Asset Funding Company LLC’s Purchaser Group:	$

	(vi)	Victory Receivables Corporation’s Purchaser Group:	$

	(vii)	Working Capital Management Co., LP’s Purchaser Group:	$

	(viii)	Relationship Funding Company, LLC’s Purchaser Group:	$


¹		For Purchases based on the Ratable Share.

II-2


(Y)	Accordion Ratable Share ² :

(i)	Variable Funding Capital Company LLC’s Purchaser Group:	$

(ii)	YC SUSI Trust’s Purchaser Group:	$

(iii)	Liberty Street Funding Corp.’s Purchaser Group:	$

(iv)	Market Street Funding Corporation’s Purchaser Group:	$

(v)	Manhattan Asset Funding Company LLC’s Purchaser Group:	$

(vi)	Victory Receivables Corporation’s Purchaser Group:	$

(vii)	Working Capital Management Co., LP’s Purchaser Group:	$

(viii)	Relationship Funding Company, LLC’s Purchaser Group:	$

(c) If the Purchase is funded with a Bank Rate Funding, [ Servicer on behalf of the ] Seller requests that the Invested Amount (which will initially accrue Yield at the Alternate Base Rate) begin to accrued Yield at a LIBO Rate for an Interest Period of _____ months on the third Business Day after the Purchase Date).

3. Please disburse the proceeds of the Purchase as follows:

[ Apply $ _____ to payment of Aggregate Unpaids due on the Purchase Date ] . [ Wire transfer $ _____ to the Facility Account. ]


²		For Purchases based on the Accordion Ratable Share.

II-3

IN WITNESS WHEREOF, the Servicer, on behalf of the Seller has caused this Purchase Request to be executed and delivered as of this _____ day of _____, _____.


	[ AmerisourceBergen Drug Corporation, as Servicer, on behalf of: ] Amerisource Receivables Financial Corporation, as Seller

	By:
		Name:
		Title:

II-4

EXHIBIT XV

FORM OF REDUCTION NOTICE

, _____

[Address to each Purchaser Agent]

Ladies and Gentlemen:

Reference is hereby made to the Receivables Purchase Agreement, dated as of July 10, 2003 (as amended, supplemented or otherwise modified, the “ Receivables Purchase Agreement ”), among Amerisource Receivables Financial Corporation, as Seller, AmerisourceBergen Drug Corporation, as Servicer, the various purchaser groups from time to time party thereto, and Bank of America, National Association, as Administrator. Capitalized terms used in this Reduction Notice and not otherwise defined herein shall have the meanings assigned thereto in the Receivables Purchase Agreement.

This letter constitutes a Reduction Notice pursuant to Section 1.3 of the Receivables Purchase Agreement. The Seller desires to reduce the Aggregate Invested Amount on _____, _____ ³ by the application of cash to pay Aggregate Invested Amount and Yield to accrue (until such cash can be used to pay commercial paper notes) with respect to such Aggregate Invested Amount, together with all costs related to such reduction of Aggregate Invested Amount, as follows:


(a)	Reduction Amount: $_____________

(b)	(X)	Ratable Share ⁴ :

	(i)	Variable Funding Capital Company LLC’s Purchaser Group:	$

	(ii)	YC SUSI Trust’s Purchaser Group:	$


³		Notice must be given at least one Business Day prior to the requested reduction date.

⁴		For reductions based on the Ratable Share.

XV-1


	(iii)	Liberty Street Funding Corp.’s Purchaser Group:	$

	(iv)	Market Street Funding Corporation’s Purchaser Group:	$

	(v)	Manhattan Asset Funding Company LLC’s Purchaser Group:	$

	(vi)	Victory Receivables Corporation’s Purchaser Group:	$

	(vii)	Working Capital Management Co., LP’s Purchaser Group:	$

	(viii)	Relationship Funding Company, LLC’s Purchaser Group:	$

(X)	Accordion Ratable Share ⁵ :

	(i)	Variable Funding Capital Company LLC’s Purchaser Group:	$

	(ii)	YC SUSI Trust’s Purchaser Group:	$

	(iii)	Liberty Street Funding Corp.’s Purchaser Group:	$

	(iv)	Market Street Funding Corporation’s Purchaser Group:	$

	(v)	Manhattan Asset Funding Company LLC’s Purchaser Group:	$

	(vi)	Victory Receivables Corporation’s Purchaser Group:	$

	(vii)	Working Capital Management Co., LP’s Purchaser Group:	$

	(viii)	Relationship Funding Company, LLC’s Purchaser Group:	$


⁵		For reductions based on the Accordion Ratable Share.

XV-2

IN WITNESS WHEREOF, the undersigned has caused this Reduction Notice to be executed by its duly authorized officer as of the date first above written.


	AMERISOURCE RECEIVABLES FINANCIAL CORPORATION
	By:
		Name:
		Title:

XV-3

EXHIBIT XX

FORM OF ACCORDION CONFIRMATION
, _____

[Address to each Purchaser Agent]

Ladies and Gentlemen:

Reference is hereby made to the Receivables Purchase Agreement, dated as of July 10, 2003 (as heretofore amended or supplemented, the “ Receivables Purchase Agreement ”), among Amerisource Receivables Finance Corporation, as Seller, AmerisourceBergen Drug Corporation, as Servicer, the various purchaser groups from time to time party thereto, and Bank of America, National Association, as Administrator. Capitalized terms used in this Accordion Confirmation and not otherwise defined herein shall have the meanings assigned thereto in the Receivables Purchase Agreement.

This letter constitutes an Accordion Confirmation pursuant to Section 1.1(b) of the Receivables Purchase Agreement. This Accordion Confirmation sets forth the Accordion Group Commitments as consented to by such Purchaser Group’s Purchaser Agent for the Accordion Period beginning on _____ and ending on _____, and the resulting changes in the Purchase Limit and Group Commitments for such period.

XX-1

(a) Group Commitments

Non-Accordion

Accordion

Group

Purchaser Group

Commitment

Variable Funding Capital Company LLC

YC SUSI Trust

Liberty Street Funding Corp.

Market Street Funding LLC

Manhattan Asset Funding Company

Victory Receivables Corporation

Working Capital Management Co., LP

Relationship Funding Company, LLC

(b) Ratable Share and Accordion Ratable Share of Each Purchaser Group, expressed as a percentage:


		Accordion Ratable
Purchaser Group	Ratable Share	Share
Variable Funding Capital Company LLC
YC SUSI Trust
Liberty Street Funding Corp.
Market Street Funding LLC
Manhattan Asset Funding Company
Victory Receivables Corporation
Working Capital Management Co., LP
Relationship Funding Company, LLC

XX-2

(i) Non-Accordion Purchase Limit: $_____

(ii) Accordion Purchase Limit: $_____

Seller hereby represents and warrants as of the date hereof, and as of the date of this increase, as follows:

(ii) no event has occurred and is continuing, or would result from the increase proposed hereby, that constitutes an Amortization Event or an Unmatured Amortization Event.

XX-3

IN WITNESS WHEREOF, the undersigned has caused this Accordion Confirmation to be executed by its duly authorized officer as of the date first above written.


	AMERISOURCE RECEIVABLES FINANCIAL CORPORATION, as Seller
	By:
		Name:
		Title:

	AMERISOURCEBERGEN DRUG CORPORATION, as initial Servicer
	By:
		Name:
		Title:

Eighth Amendment to RPA
(ARFC)

IV-1


	BANK OF AMERICA, NATIONAL ASSOCIATION, as Administrator
	By:
		Name:
		Title:

XX-2


	[PURCHASER AGENT FOR INCREASING PURCHASER GROUP]
	By:
		Name:
		Title:

XX-3

Exhibit 31.1

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

I, R. David Yost, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: February 5, 2009


/s/ R. David Yost
R. David Yost
President and Chief Executive Officer

Exhibit 31.2

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

I, Michael D. DiCandilo, certify that:

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

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

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

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

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

Date: February 5, 2009


/s/ Michael D. DiCandilo
Michael D. DiCandilo
Executive Vice President and
Chief Financial Officer

Exhibit 32.1

Section 1350 Certification of Chief Executive Officer

In connection with the Quarterly Report of AmerisourceBergen Corporation (the “Company”) on Form 10-Q for the quarter ended December 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, R. David Yost, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

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

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


/s/ R. David Yost
R. David Yost President and Chief Executive Officer

February 5, 2009

Exhibit 32.2

Section 1350 Certification of Chief Financial Officer

In connection with the Quarterly Report of AmerisourceBergen Corporation (the “Company”) on Form 10-Q for the quarter ended December 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael D. DiCandilo, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

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

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


/s/ Michael D. DiCandilo
Michael D. DiCandilo
Executive Vice President and
Chief Financial Officer

February 5, 2009

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