Item 8.01. Other Events.

Proposed Opioid Litigation Settlement Agreement



As AmerisourceBergen Corporation (the "Company") has previously disclosed, a
significant number of counties, municipalities, and other governmental entities
in a majority of U.S. states and Puerto Rico, as well as numerous states and
tribes, have filed lawsuits in various federal, state and other courts against
pharmaceutical wholesale distributors (including the Company and certain
subsidiaries, such as AmerisourceBergen Drug Corporation and H.D. Smith),
pharmaceutical manufacturers, retail pharmacy chains, medical practices, and
physicians relating to the distribution of prescription opioid pain medications.
An initial group of cases was consolidated for Multidistrict Litigation ("MDL")
proceedings before the United States District Court for the Northern District of
Ohio (the "Court") in December 2017, and additional cases have continued to be
transferred to the MDL.

On July 21, 2021, the Company announced that it and the two other national
pharmaceutical distributors have negotiated a comprehensive proposed settlement
agreement that, if all conditions are satisfied, would result in the resolution
of a substantial majority of opioid lawsuits filed by state and local
governmental entities.

The proposed settlement agreement and settlement process is subject to
conditions and will not become effective unless and until the Company and the
two other distributors each make separate independent determinations that (1)
following a 30-day sign-on period, a sufficient number of "States" (including
the District of Columbia and U.S. territories) have agreed to the proposed
settlement agreement (the "Settling States"); and, subsequently, (2) following a
120-day sign-on period, a sufficient number of political subdivisions in the
Settling States, including those that have not sued, have agreed to the proposed
settlement agreement (or otherwise had their claims foreclosed). If these
conditions are satisfied, a final settlement agreement based upon the terms
contained in the proposed settlement agreement would become effective sixty (60)
days after the distributors determine that there is sufficient participation by
political subdivisions in the Settling States.

The proposed settlement agreement includes a cash component, pursuant to which
the Company would pay up to approximately $6.4 billion, to be paid over 18
years. The exact payment amount will depend on several factors, including the
participation rate of states and political subdivisions, the extent to which
states take action to foreclose opioid lawsuits by political subdivisions (e.g.,
laws barring opioid lawsuits by political subdivisions), and the extent to which
political subdivisions in Settling States file additional opioid lawsuits
against the distributors after a settlement agreement becomes effective. West
Virginia subdivisions and Native American tribes are not a part of this
settlement process and the Company has been involved in separate negotiations
with these groups. The settlement process does not contemplate participation by
any non-governmental or non-political entities or individuals. The Company will
make its first annual settlement payment into escrow on or before September 30,
2021, and the payment will be disbursed following the effective date, or
returned to the Company if the settlement does not become effective.

The proposed settlement agreement also includes injunctive relief terms
governing the distributors' controlled substance anti-diversion programs,
including with respect to: (1) governance; (2) due diligence for new and
existing customers; and (3) suspicious order monitoring. A monitor will be
selected to oversee compliance with these provisions for a period of five years.
In addition, the Company and the two other distributors will engage a
third-party vendor to act as a clearinghouse for data aggregation and reporting.
The distributors will fund the clearinghouse for ten years.

The Company believes that implementation of the settlement contemplated by the
proposed settlement agreement offers a measure of relief from certain litigation
that could otherwise materially affect the results of operations or cash flows
of the Company in particular quarterly or annual periods or its financial
condition. In evaluating any settlement to resolve lawsuits related to the
distribution of prescription opioid pain medication, the Company will continue
to weigh carefully the potential benefits, principally greater regulatory and
litigation certainty and a reduction in aggregate contingency risk, against the
resulting monetary, regulatory and other costs.

No Assurances



The Company can provide no assurance that the settlement will be achieved on the
basis set forth in the proposed settlement agreement or that it will be achieved
without modifications that are materially adverse to the Company and the other
distributors, particularly in light of the complex legal and factual issues
involved and the need to obtain approvals by a sufficient number of states and
their political subdivisions, the Company and the two other distributors, as
well as the entry of certain court orders.

Until such time as a plaintiff participates in the proposed settlement or
otherwise resolves its lawsuit, the Company will continue to litigate and
prepare for trial in each of the cases pending in the MDL, those remanded from
the MDL to federal district courts, as well as in state courts where lawsuits
have been filed, and intends to continue to vigorously defend itself in all such
cases.

The joint press release by the Company and the two other distributors relating
to the proposed settlement agreement, dated July 21, 2021, is filed as Exhibit
99.1 to this Current Report on Form 8-K. Additionally, the foregoing description
of the proposed settlement agreement does not purport to be complete and is
qualified in its entirety by reference to the proposed settlement agreement,
which is filed as Exhibit 99.2 to this Current Report on Form 8-K. Exhibits 99.1
and 99.2 are each incorporated herein by reference.


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Settlement of New York Trial



On July 20, 2021, the Company and the two other national pharmaceutical
distributors announced that they had reached an agreement to pay up to $1.179
billion in a settlement with the State of New York and its participating
subdivisions, including Nassau and Suffolk Counties, to resolve opioid-related
claims, consistent with New York's allocations under the proposed settlement
agreement, as well as certain attorneys' fees and costs. Under the settlement, a
trial in New York state that was not part of the MDL, for cases brought by
Nassau and Suffolk Counties and the New York Attorney General against a variety
of defendants, including the Company, will be dismissed with prejudice.

New York has signed on to the proposed opioid litigation settlement agreement
described above as a Settling State, and the terms of the proposed settlement
agreement will substantially supersede the terms in the New York settlement
provided that the proposed settlement becomes effective by July 1, 2022.

The joint press release by the Company and the two other distributors relating
to the New York settlement, dated July 20, 2021, is attached as Exhibit 99.3 and
incorporated herein by reference.

Cautionary Statements Regarding Forward Looking Statements



The preceding descriptions of a potential resolution of certain governmental
entities' opioids-related claims against the Company constitute "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, that involve risks and
uncertainties that could cause actual results to differ materially from those in
those statements. It is not possible to identify all such risks and
uncertainties. The reader should not place undue reliance on forward-looking
statements, which speak only as of the date they are first made. Except to the
extent required by law, the Company undertakes no obligation to publicly update
forward-looking statements. Risk factors include, but are not limited to: the
settlement process may not result in a resolution of all or any claims against
the Company regarding its role in distributing opioids; the Company may continue
to experience costly and disruptive legal disputes and settlements related to
distribution of controlled substances, including opioids; the Company might
experience losses not covered by insurance; and the Company might be adversely
impacted by changes in tax legislation or challenges to their respective tax
positions. Investors should read the important risk factors described in the
Company's Form 10-K, Form 10-Q and Form 8-K reports filed with the Securities
and Exchange Commission.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.
Exhibit Number                                            Description of Exhibit

99.1                           News Release of AmerisourceBergen

Corporation, Cardinal Health, and McKesson


                             Corporation, dated July 21, 2021.

99.2                           Proposed Settlement Agreement dated July 21, 2021.

                               News Release of AmerisourceBergen Corporation, Cardinal Health, and McKesson
99.3                         Corporation, dated July 20, 2021.

104                          Cover Page Interactive Data File (formatted as inline XBRL)

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