SecProbe.io

May 14 , 2013

Via E -mail
Mr. Steven H. Collis
President and Chief Executive Officer
AmerisourceBergen Corporation
1300 Morris Drive
Chesterbrook , PA 19087

 Re: AmerisourceBergen Corporation
  Form 10-K for the Fiscal Year Ended September 30, 2012
Filed November 27, 2012
Definitive Proxy Statement on Schedule 14A
Filed January 18, 2013
  File No. 001-16671

Dear Mr . Collis :

We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your fili ng, by
providing the requested information, or by advising us when you will provide the requested
response. If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your r esponse.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Form 10 -K for the Year Ended September 30, 2012

Management’s Discussion and Analysis of Financial Cond ition and Results of Operations, page
20

Results of Operations, page 21

1. We note management’s discussion and analysis of results of operation by segment
specifically for ABDC’s revenues. To help investors gain a more thorough unde rstanding
of your sales trends and potential variability, please provide a more robust discussion of
the factors impacting your revenues .  When you list multiple factors that contributed to a

Steven H. Collis
AmerisourceBergen Corporation
May 14, 2013
Page 2

 material change in a financial statement line item between periods, please quantify, wher e
possible, the extent to which each change contributed to the overall change in that line
item.  In addition, please provide an analysis of the underlying reasons for each
significant change you identify.    Please provide proposed disclosures to be inclu ded in
future filings.  Refer to the guidance within Item 303 of Regulation S -K and SEC Release
No. 33 -8350.

Pharmaceutical Distribution Segment, page 21

2. We  note your disclosure on page 21 that a contributing factor to your decreased revenue
for Fiscal 2012 was the loss of one of your larger retail customers, which decided not to
renew its contract prior to September 30, 2012.  We also note statements duri ng your
April 25, 2013 earnings call regarding potential effects of the Walgreens agreement on
renewals, efforts generally to re -sign customers, and a reference to re -signing a buying
group customer involving $2 billion in revenue.  In future filings and t o the extent
material, please revise to provide quantitative and qualitative disclosure to clarify the
extent of your distribution and related contracts that (1) expired or renewed in the
covered periods or (2) are scheduled to expire in the near future.  Please provide draft
disclosure.

Gross Profit , page 22

3. We note your disclosure on pages 3 and 20 regarding the classification of certain
products as “specialty,” and that your Specialty Group accounted for $16.4 billion of
your total revenues for 2012.  In future filings, please confirm that you will expand your
MD&A discussion to address gross profits contributed by your specialty and other
groups.  In addition, please revise here or where appropriate to further clarify (1) what
determines whether a spe cialty product or service falls within ABSG as opposed to
ABDC and (2) the risk or uncertainty, to the extent material, associated with products or
services switching from ABSG to ABDC.  Please provide draft disclosure.

Financial Statements

Note 1. Summ ary of Significant Accounting Policies, page 39

4. We note your policy on loss contingencies only discusses accounting for probable losses.
Please expand your policy disclosure to address why gain contingencies  were recorded as
reductions to cost of goods s old.  Also, discuss how you account for reasonably possible
loss contingencies.  Please provide proposed disclosures to be included in future filings.

Steven H. Collis
AmerisourceBergen Corporation
May 14, 2013
Page 3

Definitive Proxy Statement on Schedule 14A filed January 18, 2013

Executive Compensation, page 24

Components of the Executive Compensation Program, page 27

Long -Term Incentive, page 30

5. We note the significant increase in long -term incentive awards granted to certain named
executive officers.  Please confirm that in future filings you will describe h ow the
compensation committee determines the amount for each element of compensation,
including the amount of options and other long -term equity awards that are granted.  On
this matter, we note your disclosure on page 30 that your compensation committee
determines the target value of equity incentive awards by reference to your target
compensation philosophy.  However, it is unclear why some long term incentive awards
increased by, for example, 125% whereas cash bonus only increased by 25%.  Please
note yo u must also describe the factors considered in decisions to materially increase or
decrease compensation for your named executive officers.  Refer to Item 402(b)(1)(v)
and Item 402(b)(2)(ix) of Regulation S -K.  Please provide draft disclosure with your
response.

Closing Comments

  We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require. Since the compan y and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respec t to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

Steven H. Collis
AmerisourceBergen Corporation
May 14, 2013
Page 4

You may contact Craig Arakawa at (202) 551 -3650,  or Nasreen  Mohammed at (202)
551-3773,  if you have questions regarding comments on the financial statements and related
matters.  Please contact Adam Turk at (202) 551 -3657,  or James Lopez at (202) 551 -3536  with
any other questions

        Sincerely,

        /s/ John Reynolds

        John Reynolds
        Assistant Director