SecProbe.io

February 24 , 2015

Via E -Mail
Mr. Tim. G. Guttman
Chief Financial Officer
AmerisourceBergen Corporation
1300 Morris Drive
Chesterbrook, PA 19087 -5594

Re: AmerisourceBergen Corporation
 Form 10 -K for the Fiscal Year Ended September 30, 2014
Filed November 25, 2014
Form 8 -K filed on January 28, 2015
File No. 001- 16671

Dear Mr . Guttman :

We have reviewed your filing s 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 filing s, 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 respons e.

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

Form 10 -K for the Fiscal Year Ended September 30, 2014

Management’s Discussion and Analysis of Financial Condition and Results of Operations,
page 23
Results of Operations, page 24
Year ended September 30, 2014 compared with Year ended September 30, 2013, page 24

1. We note your discussion of the factors impacting revenue and gross profit on pages
24-25.  Please confirm to us that you will provide a more robust discussion of the
individual factors that significantly impact both your revenue and gross profit,
including quantification of material changes and an analysis of the underlying
reason(s) for each material change identified.  In your response letter, please provide
a draft of your proposed disclosure to be included in future filings based on a
comparison of the years ended September 30, 2014 and 2013.

Tim G. Guttman
AmerisourceBergen Corporation
February  24, 2015
Page 2

Gross Profit, page 25

2. We note the significant increase in your allowances for returns and doubtful accounts
from $358,161 as of September 30, 2013 to $998,383 as of September 30, 2014
(page 42), which appears to be largely driven by the increase in your estimated
customer sales returns at September 30, 2014 (page 50).  We further note on page
two of your December 31, 2014 Form 10 -Q that the total allowance for returns and
doubtful accounts decreased from $998,383 at September 30, 2014 to $931,322 at
December 31, 2014.  Please advise us of t he following with respect to these changes:

 Identify for us the reason(s) for the significant increase in your estimated
customer sales returns at September 30, 2014 and subsequent decrease at
December 31, 2014, including any changes in the methodology or  assumptions
involved, and confirm to us that you will clearly describe the reason(s) for any
significant changes in your significant accounting policies and estimates in future
filings.

 Confirm our understanding that the impact resulting from changes in the
allowance for sales returns are reflected in your gross profit and, if so, quantify
for us the impact of the annual  2014 and first quarter 2015 changes on your gross
profit and confirm that you will include a discussion of any significant effects on
your gross pr ofit resulting from changes in the allowance for sales returns in
future filings, to the extent applicable.

Financial Statements and Supplementary Data, page 40
Notes to Consolidated Financial Statements, page  47
Note 1 . Summary of Significant Accounting Policies, page 4 7

Merchandise Inventories, page 50

3. We note your disclosure here of items that af fect the annual LIFO provision, and
your statement that changes to any of those factors can have a material impact to the
Company’s annual LIFO provision.  We further note management’s discussion in the
fourth quarter earnings conference call transcript of the actual factors that
contributed to the year -over-year LIFO expense increase.  Please confirm to us you
will disclose the actual factors that contributed to significant changes in your LIFO
expense in future filings.

Tim G. Guttman
AmerisourceBergen Corporation
February  24, 2015
Page 3

 Note 7 . Stockholders’ Equity and Earnin gs per Share, page 57

4. We note your disclosure on page 59 that the Capped Calls are subject to a “cap”
price and if the Company’s share price exceeds the “cap” price in the Capped Calls
at the time the Warrants are exercised, the number of shares that will be delivered to
the Co mpany under the Capped Calls will be reduced, and accordingly, will cover
less than 60% of the shares of the Common Stock subject to Warrants.  We further
note on page nine of your December 31, 2014 Form 10 -Q that the Company
amended certain of the Capped Calls to increase their “cap” price to continue to
address the potentially dilutive effects of the Warrants, and the Company paid a $100
million premium in January 2015 to increase the cap price on certain of the Capped
Calls subject to the warrants that b ecome exercisable in 2016.  Please provide
disclosure of the “cap” price for your Capped Calls in future filings.

Schedule II – Valuation and Qualifying Accounts , page 87

5. We note on page 50 that your accrual for estimated customer sales returns increase d
from $275.8 million at September 30, 2013 to $932.6 million at September 30, 2014.
Please tell us why you have not provided a presentation of the activity within the
reserve for customer sales returns.

Form 8 -K filed Januar y 28, 2015

Exhibit 99.1

6. We note that you present full non -GAAP income statements for the three months
ended December 31, 2014 and 2013.  We believe that the presentation of a full non-
GAAP  income  statement  attaches undue prominence to the non -GAAP information,
results in the creation of many additional non -GAAP measures, and may give the
impression that the non-GAAP  income  statement  represents a comprehensive basis
of accounting. Please confirm to us that y ou will revise your presentation to provide
relevant information to investors without providing full non -GAAP income
statements in future filings. For additional guidance, please refer to Compliance and
Disclosures Interpretation 102.10 which is available on our website at
http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in th e 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 company
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.

Tim G. Guttman
AmerisourceBergen Corporation
February  24, 2015
Page 4

 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 respect to the filing; and

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

You may contact Joanna Lam at (202) 551 -3476  or John Archfield  at (202) 551 - 3315 if
you have questions regarding comments on the financial s tatements and related matters.

        Sincerely,

        /s/Tia L. Jenkins

Tia L. Jenkins
Senior Assistant Chief Accountant
Office of Beverages, Apparel, and
Mining