UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 2001
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OR
[_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _____________ to ____________
Commission file number 333-86012
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AMERISOURCE CORPORATION EMPLOYEE INVESTMENT PLAN
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(Full title of the plan)
AMERISOURCEBERGEN CORPORATION
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(Name of issuer of the securities held pursuant to the plan)
1300 Morris Drive, Suite 100 Chesterbrook, PA 19087-5594
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(Address of principal executive offices of issuer of securities) (Zip code)
AmeriSource Corporation Employee Investment Plan
Financial Statements and Supplemental Schedules
December 31, 2001 and 2000 and for the year ended December 31, 2001 with
Report of Independent Auditors
AmeriSource Corporation Employee Investment Plan
Financial Statements and Supplemental Schedules
December 31, 2001 and 2000 and for the year ended December 31, 2001
Contents
Report of Independent Auditors ......................................... 1
Audited Financial Statements
Statements of Assets Available for Benefits ............................ 2
Statement of Changes in Assets Available for Benefits .................. 3
Notes to Financial Statements .......................................... 4
Supplemental Schedules
Schedule G, Part III--Schedule of Nonexempt Transactions ............... 10
Schedule H, Line 4i--Schedule of Assets (Held at End of Year) .......... 12
Signature .............................................................. 13
Independent Auditors' Consent - Exhibit 23 ............................. 14
Report of Independent Auditors
Trustees of the AmeriSource Corporation
Employee Investment Plan
We have audited the accompanying statements of assets available for benefits of
the AmeriSource Corporation Employee Investment Plan as of December 31, 2001 and
2000, and the related statement of changes in assets available for benefits for
the year ended December 31, 2001. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets available for benefits of the Plan at December
31, 2001 and 2000, and the changes in its assets available for benefits for the
year ended December 31, 2001, in conformity with accounting principles generally
accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
(held at end of year) as of December 31, 2001 and of nonexempt transactions for
the year ended December 31, 2001 are presented for purposes of additional
analysis, and are not a required part of the financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These supplemental schedules are the responsibility of the
Plan's management. The supplemental schedules have been subjected to the
auditing procedures applied in our audits of the financial statements and, in
our opinion, are fairly stated in all material respects in relation to the
financial statements taken as a whole.
Philadelphia, Pennsylvania /s/ Ernst & Young LLP
May 10, 2002
1
AmeriSource Corporation Employee Investment Plan
Statements of Assets Available for Benefits
December 31
2001 2000
-----------------------------
Assets
Investments $77,111,070 $82,171,929
Receivables:
Participants' contribution 182,426 318,048
Employer's contribution 134,713 1,432,343
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Total receivables 317,139 1,750,391
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Assets available for benefits $77,428,209 $83,922,320
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See accompanying notes.
2
AmeriSource Corporation Employee Investment Plan
Statement of Changes in Assets Available for Benefits
Year ended December 31, 2001
Additions:
Investment income (loss):
Net depreciation in fair value of investments $ (400,257)
Interest and dividends 1,581,387
-------------------
1,181,130
Contributions:
Participants 5,300,162
Employer 1,642,826
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6,942,988
Transfer in from merged plans 2,948,862
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Total additions 11,072,980
Deductions:
Benefits paid directly to participants 17,560,591
Administrative expenses 6,500
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Total deductions 17,567,091
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Net decrease (6,494,111)
Assets available for benefits:
Beginning of year 83,922,320
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End of year $77,428,209
===================
See accompanying notes.
3
AmeriSource Corporation Employee Investment Plan
Notes to Financial Statements
December 31, 2001
1. Description of Plan
The following description of the AmeriSource Corporation Employee Investment
Plan (Plan) provides only general information. Participants should refer to the
Plan agreement for a more complete description of the Plan's provisions.
General
The Plan is a defined contribution plan. Participation is limited to salaried
office or sales employees and certain hourly personnel of AmeriSource
Corporation and affiliated companies (the Company), who have at least six months
of continuous employment or 1,000 hours of service during 12 consecutive months,
beginning with the first hour of service, and are age 21 or older. The Plan is
subject to the provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
Contributions
Each year, participants may contribute between 2% and 18% of pretax annual
compensation, as defined by the Plan. Participants may also contribute amounts
representing distributions from other qualified defined benefit or defined
contribution plans. Effective January 1, 2001, the Company will contribute to
the Plan for each participating employee who is employed by the Company on the
last day of each calendar month, an amount equal to 50% of the participant's
contributions up to 6% of pretax annual compensation.
Additional amounts may be contributed at the option of the Company's Board of
Directors.
Upon enrollment, a participant may direct employee and employer contributions in
5% increments to any of the Plan's fund options. Participants may change their
investment options at any time.
Participant Accounts
Each participant's account is credited with the participant's contributions and
allocations of (a) the Company's contributions and (b) Plan earnings.
Allocations are based on participant earnings or account balances, as defined.
Forfeited balances of terminated participants' nonvested accounts are used to
reduce future Company contributions. The balance of forfeited nonvested accounts
was not material as of December 31, 2001. The benefit to which a participant is
entitled is the benefit that can be provided from the participant's account.
4
AmeriSource Corporation
Employee Investment Plan
Notes to Financial Statements (continued)
1. Description of Plan (continued)
Vesting
Participants are immediately vested in their contributions plus actual earnings
thereon. Vesting in the Company contribution portion of their accounts plus
actual earnings thereon is based on years of continuous service. Participants
vest 25% per year after two years of credited service in the Company's
contribution until they are 100% vested after five years of credited service.
Participant Loans
Effective February 1, 2001, participants may borrow from their fund accounts a
minimum of $1,000 up to a maximum equal to the lesser of $50,000 reduced by the
highest outstanding loan balance during the preceding year, or 50% of their
vested account balance. Loan terms range from 1-5 years or up to 10 years for
the purchase of a primary residence. The loans are secured by the balance in the
participant's account and bear interest at prime plus 1% as determined by the
Plan Administrator on the date the loan is processed. Principal and interest is
paid ratably through payroll deductions.
Payment of Benefits
On termination of service, if the participant's account is less than $5,000, a
participant will receive a lump-sum amount equal to the vested value of his or
her account. The participant will have the option to leave his or her account in
the Plan if the balance is greater than $5,000.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100% vested in their accounts.
Administrative Expenses
Administrative expenses of the Plan are paid by the Company except expenses
related to participant loans which are allocated to the participant.
5
AmeriSource Corporation
Employee Investment Plan
Notes to Financial Statements (continued)
2. Summary of Accounting Policies
Investment Valuation and Income Recognition
The Plan's investments are stated at fair value. The shares of registered
investment companies are valued at quoted market prices that represent the net
asset values of shares held by the Plan at year-end. The common stock is valued
at the closing value on the last day of the Plan year.
Purchases and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
3. Investments
During 2001, the Plan's investments (including purchased, sold, as well as held
during the year) appreciated (depreciated) in fair value as determined by quoted
market prices as follows:
Net
Appreciation
(Depreciation)
in Fair Value
of Investments
----------------
Common stock $ 5,566,292
Shares of registered investment companies (5,966,549)
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$ (400,257)
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6
AmeriSource Corporation
Employee Investment Plan
Notes to Financial Statements (continued)
3. Investments (continued)
Investments that represent 5% or more of fair value of the Plan's assets are as
follows:
December 31
2001 2000
-----------------------------
Fidelity Investments:
Magellan Fund $19,370,630 $22,437,189
Equity-Income Fund 9,719,899 10,072,734
OTC Portfolio 4,976,937 5,805,419
Retirement Money Market Portfolio 10,737,875 12,064,055
AmerisourceBergen Corporation Stock
Fund 19,774,142 20,114,947
4. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service
dated February 16, 1995, stating that the Plan is qualified under Section 401(a)
of the Internal Revenue Code (the Code) and, therefore, the related trust is
exempt from taxation. Subsequent to this issuance of the determination letter,
the Plan was amended and restated. A new determination letter has been
requested. Once qualified, the Plan is required to operate in conformity with
the Code to maintain its qualification. The Plan Sponsor has indicated that it
will take the necessary steps, if any, to maintain the Plan's qualified status.
5. Transfer in from Merged Plans
Effective January 1, 2000, the AmeriSource Corporation Board of Directors
approved the merger of the C.D. Smith Drug Company Employee Stock Ownership Plan
into the Plan. During 2001, escrow shares related to certain specific and
general contingencies associated with the July 8, 1999 merger of AmeriSource
Corporation and C.D. Smith were released and increased Plan assets by
$2,915,647.
Effective January 1, 2001, the AmeriSource Corporation Board of Directors
approved the merger of the Value Apothecaries 401(k) Plan. The effect of the
merger increased the Plan assets $33,215.
7
AmeriSource Corporation
Employee Investment Plan
Notes to Financial Statements (continued)
6. Subsequent Event
Effective July 1, 2002, AmerisourceBergen Corporation Board of Directors
approved the merger of the Bergen Brunswig Corporation Pre-Tax Investment
Retirement Account Plus Employer Contributions Plan with the AmeriSource
Corporation Employee Investment Plan to create the AmerisourceBergen Corporation
Employee Investment Plan. The effect of the merger on the Plan has not yet been
determined.
8
Supplemental Schedules
AmeriSource Corporation Employee Investment Plan
EIN-23-2353106 Plan-010
Schedule G, Part III--Schedule of Nonexempt Transactions
Year ended December 31, 2001
(c)
Description of transactions
(b) including maturity date, rate of
(a) Relationship to plan, employer interest, collateral, par or
Identity of party involved or other party-in-interest maturity value
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AmeriSource Corporation Employer/Plan Sponsor Participant contributions of
$337,835 were withheld from
participants' pay during the month
of January 2001, but were not
remitted to the Plan's Trust
within 15 business days following
the month in which such amounts
were withheld. This consti-tuted a
$337,835 loan from the Plan to the
Plan Sponsor for the period
February 22, 2001 until February
23, 2001, the date the
withholdings were deposited to the
Plan's Trust. The Plan Sponsor
intends to make an additional
contribution to the Plan during
Plan year 2002, which will
represent lost earnings as a
result of the late deposit to the
Plan's Trust.
Columns (d) through (j) are not applicable.
10
AmeriSource Corporation Employee Investment Plan
EIN-23-2353106 Plan-010
Schedule G, Part III--Schedule of Nonexempt Transactions (continued)
Year ended December 31, 2001
(c)
Description of transactions
(b) including maturity date, rate of
(a) Relationship to plan, employer interest, collateral, par or
Identity of party involved or other party-in-interest maturity value
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AmeriSource Corporation Employer/Plan Sponsor Participant contributions of
$313,497 and $362,454 were
withheld from participants' pay
during the months of October and
November 2000, respectively, but
were not remitted to the Plan's
Trust within 15 business days
following the month in which such
amounts were withheld. This
constituted a $313,497 and
$362,454 loan from the Plan to the
Plan Sponsor for the periods
November 21, 2000 until
November 29, 2000 and December 21,
2000 until December 26, 2000,
respectively, the dates the
withholdings were deposited to the
Plan's Trust. The Plan Sponsor
made an additional contribution of
$40,659 to the Plan during Plan
year 2001, which represented lost
earnings as a result of the late
deposit to the Plan's Trust.
Columns (d) through (j) are not applicable.
11
AmeriSource Corporation Employee Investment Plan
EIN-23-2353106 Plan-010
Schedule H, Line 4i--Schedule of Assets (Held at End of Year)
December 31, 2001
Description of
Investment, Including Maturity Date, Current
Identity of Issue, Borrower, Rate of Interest, Collateral, Value
Lessor, or Similar Party Par or Maturity Value
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*Fidelity Investments:
Magellan Fund 185,863 shares $19,370,630
Equity-Income Fund 199,301 shares 9,719,899
Intermediate Bond Fund 359,017 shares 3,705,055
OTC Portfolio 159,671 shares 4,976,937
Asset Manager Fund 105,139 shares 1,629,647
Retirement Money Market
Portfolio 10,737,875 shares 10,737,875
Overseas Fund 48,123 shares 1,319,543
Spartan U.S. Equity Index Fund 49,188 shares 1,999,003
Freedom Income Fund 46,893 shares 512,546
Freedom 2000 Fund 19,048 shares 219,435
Freedom 2010 Fund 45,020 shares 567,702
Freedom 2020 Fund 44,914 shares 565,015
Freedom 2030 Fund 42,520 shares 534,050
Freedom 2040 Fund 1,209 shares 8,936
*AmerisourceBergen Corporation
Stock Fund 311,159 shares of common stock 19,774,142
IKON Stock Fund 41,443 shares of common stock 484,471
* Participant loans Interest rates ranging from 8.0%
to 8.5% 986,184
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$77,111,070
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* Indicates party-in-interest to the Plan.
"Cost" is not applicable, as all investments are participant directed.
12
SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Trustees (or other persons who administer the Plan) have duly caused this annual
report to be signed on its behalf by the undersigned thereunto duly authorized.
AmeriSource Corporation Employee
Investment Plan
By: /s/ Eileen C. Clark
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Eileen C. Clark
Vice President, Human Resources
AmerisourceBergen Corporation
June 21, 2002
13