☑ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
47-1758322
|
|
(State of Incorporation)
|
(I.R.S. Employer Identification No.)
|
108 Wilmot Road, Deerfield, Illinois
|
60015
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer
☑
|
Accelerated filer ☐ |
Non-accelerated filer ☐ (Do not check if a smaller reporting company) | Smaller reporting company ☐ |
Item 1.
|
Consolidated Condensed Financial Statements (Unaudited)
|
|||
a)
|
3
|
|||
b)
|
4
|
|||
c)
|
5
|
|||
d)
|
6
|
|||
e)
|
7
|
|||
f)
|
8
|
|||
Item 2.
|
23
|
|||
Item 3.
|
36
|
|||
Item 4.
|
37
|
Item 1.
|
37
|
||
Item 1A.
|
37
|
||
Item 2.
|
37
|
||
Item 6.
|
38
|
November 30,
2016
|
August 31,
2016
|
|||||||
Assets
|
||||||||
Current Assets:
|
||||||||
Cash and cash equivalents
|
$
|
9,598
|
$
|
9,807
|
||||
Accounts receivable, net
|
6,138
|
6,260
|
||||||
Inventories
|
10,039
|
8,956
|
||||||
Other current assets
|
893
|
860
|
||||||
Total Current Assets
|
26,668
|
25,883
|
||||||
Non-Current Assets:
|
||||||||
Property, plant and equipment, net
|
13,709
|
14,335
|
||||||
Goodwill
|
15,203
|
15,527
|
||||||
Intangible assets, net
|
9,728
|
10,302
|
||||||
Equity method investments (see Note 4)
|
6,136
|
6,174
|
||||||
Other non-current assets
|
468
|
467
|
||||||
Total Non-Current Assets
|
45,244
|
46,805
|
||||||
Total Assets
|
$
|
71,912
|
$
|
72,688
|
||||
Liabilities and Equity
|
||||||||
Current Liabilities:
|
||||||||
Short-term borrowings
|
$
|
1,095
|
$
|
323
|
||||
Trade accounts payable (see Note 17)
|
11,372
|
11,000
|
||||||
Accrued expenses and other liabilities
|
4,880
|
5,484
|
||||||
Income taxes
|
382
|
206
|
||||||
Total Current Liabilities
|
17,729
|
17,013
|
||||||
Non-Current Liabilities:
|
||||||||
Long-term debt
|
17,777
|
18,705
|
||||||
Deferred income taxes
|
2,516
|
2,644
|
||||||
Other non-current liabilities
|
4,198
|
4,045
|
||||||
Total Non-Current Liabilities
|
24,491
|
25,394
|
||||||
Commitments and Contingencies (see Note 9)
|
||||||||
Equity:
|
||||||||
Preferred stock $.01 par value; authorized 32 million shares, none issued
|
-
|
-
|
||||||
Common stock $.01 par value; authorized 3.2 billion shares; issued 1,172,513,618 at November 30, 2016 and August 31, 2016
|
12
|
12
|
||||||
Paid-in capital
|
10,132
|
10,111
|
||||||
Employee stock loan receivable
|
-
|
(1
|
)
|
|||||
Retained earnings
|
28,332
|
27,684
|
||||||
Accumulated other comprehensive (loss) income
|
(3,810
|
)
|
(2,992
|
)
|
||||
Treasury stock, at cost; 93,413,482 shares at November 30, 2016 and 89,527,027 at August 31, 2016
|
(5,341
|
)
|
(4,934
|
)
|
||||
Total Walgreens Boots Alliance, Inc. Shareholders’ Equity
|
29,325
|
29,880
|
||||||
Noncontrolling interests
|
367
|
401
|
||||||
Total Equity
|
29,692
|
30,281
|
||||||
Total Liabilities and Equity
|
$
|
71,912
|
$
|
72,688
|
Equity attributable to Walgreens Boots Alliance, Inc.
|
||||||||||||||||||||||||||||||||||||
Common Stock
Shares
|
Common
Stock
Amount
|
Treasury
Stock
Amount
|
Paid-In
Capital
|
Employee
Stock
Loan
Receivable
|
Accumulated
Other
Comprehensive
(Loss) Income
|
Retained
Earnings
|
Noncontrolling
Interests
|
Total
Equity
|
||||||||||||||||||||||||||||
August 31, 2016
|
1,082,986,591
|
$
|
12
|
$
|
(4,934
|
)
|
$
|
10,111
|
$
|
(1
|
)
|
$
|
(2,992
|
)
|
$
|
27,684
|
$
|
401
|
$
|
30,281
|
||||||||||||||||
Net earnings
|
-
|
-
|
-
|
-
|
-
|
-
|
1,054
|
13
|
1,067
|
|||||||||||||||||||||||||||
Other comprehensive income (loss), net of tax
|
-
|
-
|
-
|
-
|
-
|
(818
|
)
|
-
|
(47
|
)
|
(865
|
)
|
||||||||||||||||||||||||
Dividends declared ($0.375 per share)
|
-
|
-
|
-
|
-
|
-
|
-
|
(406
|
)
|
-
|
(406
|
)
|
|||||||||||||||||||||||||
Treasury stock purchases
|
(5,600,000
|
)
|
-
|
(457
|
)
|
-
|
-
|
-
|
-
|
-
|
(457
|
)
|
||||||||||||||||||||||||
Employee stock purchase and option plans
|
1,713,545
|
-
|
50
|
(5
|
)
|
1
|
-
|
-
|
-
|
46
|
||||||||||||||||||||||||||
Stock-based compensation
|
-
|
-
|
-
|
26
|
-
|
-
|
-
|
-
|
26
|
|||||||||||||||||||||||||||
November 30, 2016
|
1,079,100,136
|
$
|
12
|
$
|
(5,341
|
)
|
$
|
10,132
|
$
|
-
|
$
|
(3,810
|
)
|
$
|
28,332
|
$
|
367
|
$
|
29,692
|
Three Months Ended November 30,
|
||||||||
2016
|
2015
|
|||||||
Sales
|
$
|
28,501
|
$
|
29,033
|
||||
Cost of sales
|
21,385
|
21,614
|
||||||
Gross Profit
|
7,116
|
7,419
|
||||||
Selling, general and administrative expenses
|
5,686
|
5,951
|
||||||
Equity earnings in AmerisourceBergen
|
17
|
-
|
||||||
Operating Income
|
1,447
|
1,468
|
||||||
Other income (expense)
|
1
|
(57
|
)
|
|||||
Earnings Before Interest and Income Tax Provision
|
1,448
|
1,411
|
||||||
Interest expense, net
|
173
|
138
|
||||||
Earnings Before Income Tax Provision
|
1,275
|
1,273
|
||||||
Income tax provision
|
220
|
167
|
||||||
Post tax earnings from other equity method investments
|
12
|
11
|
||||||
Net Earnings
|
1,067
|
1,117
|
||||||
Net earnings attributable to noncontrolling interests
|
13
|
7
|
||||||
Net Earnings Attributable to Walgreens Boots Alliance, Inc.
|
$
|
1,054
|
$
|
1,110
|
||||
Net earnings per common share:
|
||||||||
Basic
|
$
|
0.97
|
$
|
1.02
|
||||
Diluted
|
$
|
0.97
|
$
|
1.01
|
||||
Dividends declared per share
|
$
|
0.375
|
$
|
0.360
|
||||
Weighted average common shares outstanding:
|
||||||||
Basic
|
1,082.1
|
1,089.0
|
||||||
Diluted
|
1,088.3
|
1,098.6
|
Three Months Ended November 30,
|
||||||||
2016
|
2015
|
|||||||
Comprehensive Income
|
||||||||
Net Earnings
|
$
|
1,067
|
$
|
1,117
|
||||
Other comprehensive income (loss), net of tax:
|
||||||||
Pension/postretirement obligations
|
(9
|
)
|
3
|
|||||
Unrealized gain on cash flow hedges
|
1
|
1
|
||||||
Unrecognized (loss) gain on available-for-sale investments
|
(1
|
)
|
1
|
|||||
Share of other comprehensive (loss) income of equity method investments
|
(1
|
)
|
-
|
|||||
Currency translation adjustments
|
(855
|
)
|
(450
|
)
|
||||
Total Other Comprehensive Income (Loss)
|
(865
|
)
|
(445
|
)
|
||||
Total Comprehensive Income
|
202
|
672
|
||||||
Comprehensive (loss) income attributable to noncontrolling interests
|
(34
|
)
|
6
|
|||||
Comprehensive Income Attributable to Walgreens Boots Alliance, Inc.
|
$
|
236
|
$
|
666
|
Three Months Ended
November 30,
|
||||||||
2016
|
2015
|
|||||||
Cash Flows from Operating Activities
:
|
||||||||
Net earnings
|
$
|
1,067
|
$
|
1,117
|
||||
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
419
|
382
|
||||||
Change in fair value of warrants and related amortization
|
-
|
57
|
||||||
Deferred income taxes
|
(61
|
)
|
(158
|
)
|
||||
Stock compensation expense
|
26
|
31
|
||||||
Equity earnings from equity method investments
|
(29
|
)
|
(11
|
)
|
||||
Other
|
81
|
115
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable, net
|
(259
|
)
|
(166
|
)
|
||||
Inventories
|
(1,330
|
)
|
(1,306
|
)
|
||||
Other current assets
|
(109
|
)
|
(38
|
)
|
||||
Trade accounts payable
|
884
|
740
|
||||||
Accrued expenses and other liabilities
|
(378
|
)
|
(329
|
)
|
||||
Income taxes
|
217
|
231
|
||||||
Other non-current assets and liabilities
|
(3
|
)
|
67
|
|||||
Net cash provided by operating activities
|
525
|
732
|
||||||
Cash Flows from Investing Activities
:
|
||||||||
Additions to property, plant and equipment
|
(378
|
)
|
(340
|
)
|
||||
Proceeds from sale leaseback transactions
|
436
|
54
|
||||||
Proceeds from sale of businesses
|
-
|
43
|
||||||
Proceeds from sale of other assets
|
26
|
40
|
||||||
Business and intangible asset acquisitions, net of cash received
|
(15
|
)
|
(72
|
)
|
||||
Other
|
20
|
4
|
||||||
Net cash provided by (used) for investing activities
|
89
|
(271
|
)
|
|||||
Cash Flows from Financing Activities
:
|
||||||||
Proceeds and payments from short-term borrowings, net
|
49
|
52
|
||||||
Payments of long-term debt
|
(4
|
)
|
(41
|
)
|
||||
Stock purchases
|
(457
|
)
|
(529
|
)
|
||||
Proceeds related to employee stock plans
|
41
|
71
|
||||||
Cash dividends paid
|
(406
|
)
|
(393
|
)
|
||||
Other
|
(1
|
)
|
(13
|
)
|
||||
Net cash used for financing activities
|
(778
|
)
|
(853
|
)
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
(45
|
)
|
(38
|
)
|
||||
Changes in Cash and Cash Equivalents
:
|
||||||||
Net decrease in cash and cash equivalents
|
(209
|
)
|
(430
|
)
|
||||
Cash and cash equivalents at beginning of period
|
9,807
|
3,000
|
||||||
Cash and cash equivalents at end of period
|
$
|
9,598
|
$
|
2,570
|
Three Months Ended November 30, 2016
|
Retail Pharmacy USA
|
Retail Pharmacy International
|
Pharmaceutical Wholesale
|
Walgreens Boots Alliance, Inc.
|
||||||||||||
Asset impairments
|
$
|
46
|
$
|
2
|
$
|
-
|
$
|
48
|
||||||||
Real estate costs
|
9
|
-
|
-
|
9
|
||||||||||||
Severance and other business transition and exit costs
|
17
|
4
|
3
|
24
|
||||||||||||
Total restructuring costs
|
$
|
72
|
$
|
6
|
$
|
3
|
$
|
81
|
||||||||
Three Months Ended November 30, 2015
|
||||||||||||||||
Asset impairments
|
$
|
25
|
$
|
-
|
$
|
-
|
$
|
25
|
||||||||
Real estate costs
|
52
|
-
|
-
|
52
|
||||||||||||
Severance and other business transition and exit costs
|
8
|
5
|
-
|
13
|
||||||||||||
Total restructuring costs
|
$
|
85
|
$
|
5
|
$
|
-
|
$
|
90
|
Asset
Impairments
|
Real estate
costs
|
Severance and
other business
transition and
exit costs
|
Total
|
|||||||||||||
Balance at August 31, 2016
|
$
|
-
|
$
|
248
|
$
|
27
|
$
|
275
|
||||||||
Costs incurred, net of expected sublease income
|
48
|
9
|
24
|
81
|
||||||||||||
Payments
|
-
|
(12
|
)
|
(22
|
)
|
(34
|
)
|
|||||||||
Other - non cash
|
(48
|
)
|
-
|
-
|
(48
|
)
|
||||||||||
Currency translation adjustments
|
-
|
-
|
(2
|
)
|
(2
|
)
|
||||||||||
Balance at November 30, 2016
|
$
|
-
|
$
|
245
|
$
|
27
|
$
|
272
|
For the three
months ended
November 30,
|
For the twelve
months ended
August 31,
|
|||||||
2016
|
2016
|
|||||||
Balance at beginning of period
|
$ |
466
|
$
|
446
|
||||
Provision for present value of non-cancellable lease payments on closed facilities
|
13
|
134
|
||||||
Assumptions about future sublease income, terminations and changes in interest rates
|
(1
|
)
|
(34
|
)
|
||||
Interest accretion
|
5
|
27
|
||||||
Cash payments, net of sublease income
|
(27
|
)
|
(107
|
)
|
||||
Balance at end of period
|
$ |
456
|
$
|
466
|
November 30, 2016
|
August 31, 2016
|
|||||||||||||||
Carrying
Value
|
Ownership
Percentage
|
Carrying
Value
|
Ownership
Percentage
|
|||||||||||||
AmerisourceBergen
|
$
|
4,968
|
26%
|
|
$
|
4,964
|
24%
|
|
||||||||
Others
|
|
1,168
|
12% - 50%
|
|
1,210
|
12% - 50%
|
|
|||||||||
Total
|
$
|
6,136
|
$
|
6,174
|
Retail
Pharmacy USA
|
Retail
Pharmacy
International
|
Pharmaceutical
Wholesale
|
Walgreens
Boots
Alliance, Inc.
|
|||||||||||||
August 31, 2016
|
$
|
9,036
|
$
|
3,369
|
$
|
3,122
|
$
|
15,527
|
||||||||
Currency translation adjustments
|
-
|
(160
|
)
|
(164
|
)
|
(324
|
)
|
|||||||||
November 30, 2016
|
$
|
9,036
|
$
|
3,209
|
$
|
2,958
|
$
|
15,203
|
November 30, 2016
|
August 31, 2016
|
|||||||
Gross Amortizable Intangible Assets
|
||||||||
Customer relationships and loyalty card holders
|
$
|
1,765
|
$
|
1,867
|
||||
Purchased prescription files
|
939
|
932
|
||||||
Favorable lease interests and non-compete agreements
|
572
|
619
|
||||||
Trade names and trademarks
|
508
|
532
|
||||||
Purchasing and payer contracts
|
94
|
94
|
||||||
Total gross amortizable intangible assets
|
3,878
|
4,044
|
||||||
Accumulated amortization
|
||||||||
Customer relationships and loyalty card holders
|
$
|
295
|
$
|
275
|
||||
Purchased prescription files
|
625
|
600
|
||||||
Favorable lease interests and non-compete agreements
|
358
|
388
|
||||||
Trade names and trademarks
|
115
|
105
|
||||||
Purchasing and payer contracts
|
72
|
71
|
||||||
Total accumulated amortization
|
1,465
|
1,439
|
||||||
Total amortizable intangible assets, net
|
$
|
2,413
|
$
|
2,605
|
||||
Indefinite lived Intangible Assets
|
||||||||
Trade names and trademarks
|
$
|
5,326
|
$
|
5,604
|
||||
Pharmacy licenses
|
1,989
|
2,093
|
||||||
Total indefinite lived intangible assets
|
$
|
7,315
|
$
|
7,697
|
||||
Total intangible assets, net
|
$
|
9,728
|
$
|
10,302
|
2017
|
2018
|
2019
|
2020
|
2021
|
||||||||||||||||
Estimated annual amortization expense
|
$
|
346
|
$
|
311
|
$
|
285
|
$
|
225
|
$
|
186
|
November 30, 2016
|
August 31, 2016
|
|||||||
Short-Term Borrowings
(
1
)
|
||||||||
1.750% unsecured notes due 2017
(
5
)(7)
|
$
|
748
|
$
|
-
|
||||
Unsecured Pound Sterling variable rate term loan due 2019
|
68
|
63
|
||||||
Other
(2)
|
279
|
260
|
||||||
Total short-term borrowings
|
$
|
1,095
|
$
|
323
|
||||
Long-Term Debt
(1)
|
||||||||
Unsecured Pound Sterling variable rate term loan due 2019
|
$
|
1,735
|
$
|
1,833
|
||||
$6 Billion Note Issuance
(5)(7)
|
||||||||
1.750% unsecured notes due 2018
|
1,247
|
1,246
|
||||||
2.600% unsecured notes due 2021
|
1,493
|
1,493
|
||||||
3.100% unsecured notes due 2023
|
745
|
744
|
||||||
3.450% unsecured notes due 2026
|
1,886
|
1,885
|
||||||
4.650% unsecured notes due 2046
|
590
|
590
|
||||||
$8 Billion Note Issuance
(5)(7)
|
||||||||
1.750% unsecured notes due 2017
|
-
|
746
|
||||||
2.700% unsecured notes due 2019
|
1,245
|
1,244
|
||||||
3.300% unsecured notes due 2021
|
1,242
|
1,242
|
||||||
3.800% unsecured notes due 2024
|
1,987
|
1,987
|
||||||
4.500% unsecured notes due 2034
|
494
|
494
|
||||||
4.800% unsecured notes due 2044
|
1,492
|
1,492
|
||||||
£700 Million Note Issuance
(1)(5)(7)
|
||||||||
2.875% unsecured Pound Sterling notes due 2020
|
495
|
521
|
||||||
3.600% unsecured Pound Sterling notes due 2025
|
371
|
391
|
||||||
€750 Million Note Issuance
(1)(5)(7)
|
||||||||
2.125% unsecured Euro notes due 2026
|
790
|
830
|
||||||
$4 Billion Note Issuance
(6)(7)
|
||||||||
3.100% unsecured notes due 2022
|
1,194
|
1,194
|
||||||
4.400% unsecured notes due 2042
|
492
|
492
|
||||||
$1 Billion Note Issuance
(6)(7)
|
||||||||
5.250% unsecured notes due 2019
(3)
|
249
|
249
|
||||||
Other
(4)
|
30
|
32
|
||||||
Total long-term debt, less current portion
|
$
|
17,777
|
$
|
18,705
|
(1) |
All notes are presented net of unamortized discount and debt issuance costs, where applicable, and foreign currency denominated borrowings have been translated using the spot rates at November 30, 2016 and August 31, 2016, respectively.
|
(2) |
Other short-term borrowings represent a mix of fixed and variable rate borrowings with various maturities and working capital facilities denominated in various foreign currencies.
|
(3) |
Includes interest rate swap fair market value adjustments. See Note 8, Fair Value Measurements for additional fair value disclosures.
|
(4) |
Other long-term debt represents a mix of fixed and variable rate borrowings in various foreign currencies with various maturities.
|
(5) |
Notes
are unsubordinated debt obligations of
Walgreens Boots Alliance
and rank equally in right of payment with all other unsecured and unsubordinated indebtedness of
Walgreens Boots Alliance
from time to time outstanding.
|
(6)
|
Notes are senior debt obligations of Walgreens and rank equally with all other unsecured and unsubordinated indebtedness of Walgreens. On December 31, 2014, Walgreens Boots Alliance fully and unconditionally guaranteed the outstanding notes on an unsecured and unsubordinated basis. The guarantee, for so long as it is in place, is an unsecured, unsubordinated debt obligation of Walgreens Boots Alliance and will rank equally in right of payment with all other unsecured and unsubordinated indebtedness of Walgreens Boots Alliance.
|
(7) |
The fair value & carrying value of the $6 billion, $8 billion, £0.7 billion, €0.75 billion, $4 billion and $1 billion note issuances as of November 30, 2016 was $5.9 billion & $6.0 billion,
$7.3 billion & $7.2 billion, $0.9 billion & $0.9 billion, $0.8 billion & $0.8 billion, $1.7 billion & $1.7 billion and $0.3 billion & $0.2 billion, respectively.
The fair values of the notes outstanding are Level 1 fair value measures and determined based on quoted market price and translated at the November 30, 2016 spot rate, as applicable.
|
November 30, 2016
|
August 31, 2016
|
||||||||||||||||
Notional
(1)
|
Fair
Value
|
Notional
(1)
|
Fair
Value
|
Location in Consolidated
Condensed Balance Sheets
|
|||||||||||||
Derivatives designated as fair value hedges
:
|
|||||||||||||||||
Interest rate swaps
|
$
|
250
|
$
|
-
|
$
|
250
|
$
|
3
|
Other non-current assets
|
||||||||
Derivatives not designated as hedges
:
|
|||||||||||||||||
Foreign currency forwards
|
786
|
11
|
1,177
|
16
|
Other current assets
|
||||||||||||
Foreign currency forwards
|
304
|
2
|
41
|
-
|
Other current liabilities
|
||||||||||||
Basis swaps
|
2
|
1
|
2
|
1
|
Other current liabilities
|
(1) |
Amounts are presented in U.S. dollar equivalents, as applicable.
|
Three Months Ended
November 30,
|
|||||||||
Location in Consolidated Condensed
Statements of Earnings
|
2016
|
2015
|
|||||||
Foreign currency forwards
|
Selling, general and administrative expense
|
$
|
50
|
$
|
(2
|
)
|
|||
Foreign currency forwards
|
Other income (expense)
|
$
|
1
|
|
$
|
-
|
Level 1 - |
Quoted prices in active markets that are accessible at the measurement date for identical assets and liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.
|
Level 2 - |
Observable inputs other than quoted prices in active markets.
|
Level 3 - |
Unobservable inputs for which there is little or no market data available. The fair value hierarchy gives the lowest priority to Level 3 inputs.
|
November 30, 2016
|
Level 1
|
Level 2
|
Level 3
|
|||||||||||||
Assets
:
|
||||||||||||||||
Restricted cash
(1)
|
$
|
174
|
$
|
174
|
$
|
-
|
$
|
-
|
||||||||
Money market funds
(2)
|
8,624
|
8,624
|
-
|
-
|
||||||||||||
Available-for-sale investments
(3)
|
28
|
28
|
-
|
-
|
||||||||||||
Foreign currency forwards
(5)
|
11
|
-
|
11
|
-
|
||||||||||||
Liabilities
:
|
||||||||||||||||
Foreign currency forwards
(5)
|
2
|
-
|
2
|
-
|
||||||||||||
Basis swaps
(5)
|
1
|
-
|
1
|
-
|
August 31, 2016
|
Level 1
|
Level 2
|
Level 3
|
|||||||||||||
Assets
:
|
||||||||||||||||
Restricted cash
(1)
|
$
|
185
|
$
|
185
|
$
|
-
|
$
|
-
|
||||||||
Money market funds
(2)
|
9,133
|
9,133
|
-
|
-
|
||||||||||||
Available-for-sale investments
(3)
|
32
|
32
|
-
|
-
|
||||||||||||
Interest rate swaps
(4)
|
3
|
-
|
3
|
-
|
||||||||||||
Foreign currency forwards
(5)
|
16
|
-
|
16
|
-
|
||||||||||||
Liabilities
:
|
||||||||||||||||
Basis swaps
(5)
|
1
|
-
|
1
|
-
|
(1) |
Restricted cash consists of deposits restricted under agency agreements and cash restricted by law and other obligations.
|
(2) |
Money market funds are valued at the closing price reported by the fund sponsor.
|
(3) |
Fair values of quoted investments are based on current bid prices as of the balance sheet dates.
|
(4) |
The fair value of interest rate swaps is calculated by discounting the estimated future cash flows based on the applicable observable yield curves. See Note 7, Financial Instruments for additional information.
|
(5) |
The fair value of basis swaps and forward currency contracts is estimated by discounting the difference between the contractual forward price and the current available forward price for the residual maturity of the contract using observable market rates.
|
Three Months Ended November 30,
|
||||||||
2016
|
2015
|
|||||||
Service costs
|
$
|
2
|
$
|
1
|
||||
Interest costs
|
43
|
81
|
||||||
Expected returns on plan assets
|
(37
|
)
|
(65
|
)
|
||||
Total net periodic pension costs
|
$
|
8
|
$
|
17
|
Three Months Ended
November 30,
|
||||||||
2016
|
2015
|
|||||||
Depreciation expense
|
$
|
335
|
$
|
298
|
||||
Intangible asset and other amortization
|
84
|
84
|
||||||
Total depreciation and amortization expense
|
$
|
419
|
$
|
382
|
Pension/ post-
retirement
obligations
|
Unrecognized
gain (loss) on
available-for-
sale
investments
|
Unrealized
gain (loss) on
cash flow
hedges
|
Share of
OCI of
equity
method
investments
|
Currency
translation
adjustment
|
Total
|
|||||||||||||||||||
Balance at August 31, 2016
|
$
|
(212
|
)
|
$
|
2
|
$
|
(37
|
)
|
$
|
(1
|
)
|
$
|
(2,744
|
)
|
$
|
(2,992
|
)
|
|||||||
Other comprehensive income (loss)
|
(11
|
)
|
(1
|
)
|
1
|
(1
|
)
|
(808
|
)
|
(820
|
)
|
|||||||||||||
Tax benefit
|
2
|
-
|
-
|
-
|
-
|
2
|
||||||||||||||||||
Net other comprehensive income (loss)
|
(9
|
)
|
(1
|
)
|
1
|
(1
|
)
|
(808
|
)
|
(818
|
)
|
|||||||||||||
Balance at November 30, 2016
|
$ |
(221
|
)
|
$ |
1
|
$ |
(36
|
)
|
$ |
(2
|
)
|
$ |
(3,552
|
)
|
$ |
(3,810
|
)
|
Pension/ post-
retirement
obligations
|
Unrecognized
gain (loss) on
available-for-
sale
investments
|
Unrealized
gain (loss) on
cash flow
hedges
|
Share of
OCI of
equity
method
investments
|
Currency
translation
adjustment
|
Total
|
|||||||||||||||||||
Balance at August 31, 2015
|
$
|
29
|
$
|
259
|
$
|
(40
|
)
|
$ |
-
|
$
|
(462
|
)
|
$
|
(214
|
)
|
|||||||||
Other
comprehensive income (loss) before reclassification adjustments
|
3
|
(5
|
)
|
-
|
-
|
(449
|
)
|
(451
|
)
|
|||||||||||||||
Amounts reclassified from accumulated OCI
|
-
|
-
|
1
|
-
|
-
|
1
|
||||||||||||||||||
Tax benefit
|
-
|
6
|
-
|
-
|
-
|
6
|
||||||||||||||||||
Net other comprehensive income (loss)
|
3
|
1
|
1
|
-
|
(449
|
)
|
(444
|
)
|
||||||||||||||||
Balance at November 30, 2015
|
$ |
32
|
$ |
260
|
$ |
(39
|
)
|
$ |
-
|
$ |
(911
|
)
|
$ |
(658
|
)
|
· |
The Retail Pharmacy USA segment consists of retail drugstores and convenient care clinics and the provision of specialty pharmacy services. Revenues for the segment are principally derived from the sale of prescription drugs and a wide assortment of general merchandise, including non-prescription drugs, beauty products, photo finishing, seasonal merchandise, greeting cards and convenience foods.
|
· |
The Retail Pharmacy International segment consists primarily of pharmacy-led health and beauty stores and optical practices. Stores are located in the United Kingdom, Mexico, Chile, Thailand, Norway, the Republic of Ireland, the Netherlands and Lithuania. Revenues for the segment are principally derived from the sale of prescription drugs and retail health, beauty, toiletries and other consumer products.
|
· |
The Pharmaceutical Wholesale segment consists of pharmaceutical wholesaling and distribution businesses and an equity method investment in AmerisourceBergen reported on a two-month lag. Wholesale operations are located in France, the United Kingdom, Germany, Turkey, Spain, the Netherlands, Egypt, Norway, Romania, Czech Republic and Lithuania. Revenues for the segment are principally derived from wholesaling and distribution of a comprehensive offering of brand-name pharmaceuticals (including specialty pharmaceutical products) and generic pharmaceuticals, health and beauty products, home healthcare supplies and equipment, and related services to pharmacies and other healthcare providers.
|
Retail
Pharmacy
USA
|
Retail
Pharmacy
International
|
Pharmaceutical
Wholesale
|
Eliminations
|
Walgreens
Boots
Alliance, Inc.
|
||||||||||||||||
Three Months Ended November 30, 2016
|
||||||||||||||||||||
Sales to external customers
|
$
|
20,659
|
$
|
2,962
|
$
|
4,880
|
$
|
-
|
$
|
28,501
|
||||||||||
Intersegment sales
|
-
|
-
|
537
|
(537
|
)
|
-
|
||||||||||||||
Sales
|
$ |
20,659
|
$ |
2,962
|
$ |
5,417
|
$ |
(537
|
)
|
$ |
28,501
|
|||||||||
Adjusted Operating Income
|
$
|
1,289
|
$
|
213
|
$
|
224
|
$
|
-
|
$
|
1,726
|
||||||||||
Three Months Ended November 30, 2015
|
||||||||||||||||||||
Sales to external customers
|
$
|
20,370
|
$
|
3,459
|
$
|
5,204
|
$
|
-
|
$
|
29,033
|
||||||||||
Intersegment sales
|
-
|
-
|
592
|
(592
|
)
|
-
|
||||||||||||||
Sales
|
$ |
20,370
|
$ |
3,459
|
$ |
5,796
|
$ |
(592
|
)
|
$ |
29,033
|
|||||||||
Adjusted Operating Income
|
$
|
1,243
|
$
|
315
|
$
|
166
|
$
|
(5
|
)
|
$
|
1,719
|
Retail
Pharmacy
USA
|
Retail
Pharmacy
International
|
Pharmaceutical
Wholesale
|
Eliminations
|
Walgreens
Boots
Alliance, Inc.
|
||||||||||||||||
Three Months Ended November 30, 2016
|
||||||||||||||||||||
Adjusted Operating Income
|
$
|
1,289
|
$
|
213
|
$
|
224
|
$
|
-
|
$
|
1,726
|
||||||||||
Acquisition-related amortization
|
(82
|
)
|
||||||||||||||||||
Cost transformation
|
(81
|
)
|
||||||||||||||||||
LIFO provision
|
(58
|
)
|
||||||||||||||||||
Adjustments to equity earnings in AmerisourceBergen
|
(41
|
)
|
||||||||||||||||||
Acquisition-related costs
|
(17
|
)
|
||||||||||||||||||
Operating Income
|
$
|
1,447
|
||||||||||||||||||
Three Months Ended November 30, 2015
|
||||||||||||||||||||
Adjusted Operating Income
|
$
|
1,243
|
$
|
315
|
$
|
166
|
$
|
(5
|
)
|
$
|
1,719
|
|||||||||
Acquisition-related amortization
|
(81
|
)
|
||||||||||||||||||
Cost transformation
|
(90
|
)
|
||||||||||||||||||
LIFO provision
|
(46
|
)
|
||||||||||||||||||
Acquisition-related costs
|
(34
|
)
|
||||||||||||||||||
Operating Income
|
$
|
1,468
|
Three Months Ended
|
||||||||
November
30, 2016
|
November
30, 2015
|
|||||||
Purchases, net
|
$
|
10,636
|
$
|
10,323
|
||||
November
30, 2016
|
August
31, 2016
|
|||||||
Trade accounts payable, net
|
$
|
3,627
|
$
|
3,456
|
· |
Retail Pharmacy USA;
|
· |
Retail Pharmacy International; and
|
· |
Pharmaceutical Wholesale
|
(in millions, except per share amounts)
|
||||||||
Three Months Ended November 30,
|
||||||||
2016
|
2015
|
|||||||
Sales
|
$
|
28,501
|
$
|
29,033
|
||||
Gross Profit
|
7,116
|
7,419
|
||||||
Selling, general and administrative expenses
|
5,686
|
5,951
|
||||||
Operating Income
|
1,447
|
1,468
|
||||||
Adjusted Operating Income (Non-GAAP measure)
(1)
|
1,726
|
1,719
|
||||||
Earnings Before Interest and Income Tax Provision
|
1,448
|
1,411
|
||||||
Net Earnings Attributable to Walgreens Boots Alliance, Inc.
|
1,054
|
1,110
|
||||||
Adjusted Net Earnings Attributable to Walgreens Boots Alliance, Inc. (Non-GAAP measure)
(1)
|
1,201
|
1,132
|
||||||
Net earnings per common share – diluted
|
0.97
|
1.01
|
||||||
Adjusted net earnings per common share – diluted (Non-GAAP measure)
(1)
|
1.10
|
1.03
|
Percentage Increases (Decreases)
|
||||||||
Three Months Ended November 30,
|
||||||||
2016
|
2015
(2)
|
|||||||
Sales
|
(1.8
|
)
|
48.5
|
|||||
Gross Profit
|
(4.1
|
)
|
40.1
|
|||||
Selling, general and administrative expenses
|
(4.5
|
)
|
33.6
|
|||||
Operating Income
|
(1.4
|
)
|
39.3
|
|||||
Adjusted Operating Income (Non-GAAP measure)
(1)
|
0.4
|
53.8
|
||||||
Earnings Before Interest and Income Tax Provision
|
2.6
|
12.6
|
||||||
Net Earnings Attributable to Walgreens Boots Alliance, Inc.
|
(5.0
|
)
|
30.6
|
|||||
Adjusted Net Earnings Attributable to Walgreens Boots Alliance, Inc. (Non-GAAP measure)
(1)
|
6.1
|
51.1
|
||||||
Net earnings per common share – diluted
|
(4.0
|
)
|
13.5
|
|||||
Adjusted net earnings per common share – diluted (Non-GAAP measure)
(1)
|
6.8
|
32.1
|
Percent to Sales
|
||||||||
Three Months Ended November 30,
|
||||||||
2016
|
2015
|
|||||||
Gross Margin
|
25.0
|
25.6
|
||||||
Selling, general and administrative expenses
|
20.0
|
20.5
|
(in millions, except location amounts)
|
||||||||
Three Months Ended November 30,
|
||||||||
2016
|
2015
|
|||||||
Sales
|
$
|
20,659
|
$
|
20,370
|
||||
Gross Profit
|
5,439
|
5,445
|
||||||
Selling, general and administrative expenses
|
4,334
|
4,417
|
||||||
Operating Income
|
1,105
|
1,028
|
||||||
Adjusted Operating Income (Non-GAAP measure)
(1)
|
1,289
|
1,243
|
||||||
Number of Prescriptions
(2)
|
187.2
|
186.0
|
||||||
30-Day Equivalent Prescriptions
(2)(3)
|
237.6
|
230.7
|
||||||
Number of Locations at period end
|
8,185
|
8,192
|
Percentage Increases (Decreases)
|
||||||||
Three Months Ended November 30,
|
||||||||
2016
|
2015
|
|||||||
Sales
|
1.4
|
4.2
|
||||||
Gross Profit
|
(0.1
|
)
|
2.8
|
|||||
Selling, general and administrative expenses
|
(1.9
|
)
|
(0.9
|
)
|
||||
Operating Income
|
7.5
|
(2.5
|
)
|
|||||
Adjusted Operating Income (Non-GAAP measure)
(1)
|
3.7
|
11.2
|
||||||
Comparable Store Sales
(4)
|
1.1
|
5.8
|
||||||
Pharmacy Sales
|
2.5
|
6.7
|
||||||
Comparable Pharmacy Sales
(4)
|
2.0
|
9.3
|
||||||
Retail Sales
|
(0.9
|
)
|
(0.9
|
)
|
||||
Comparable Retail Sales
(4)
|
(0.5
|
)
|
(0.6
|
)
|
||||
Comparable Number of Prescriptions
(2)(4)
|
1.0
|
3.4
|
||||||
Comparable 30-Day Equivalent Prescriptions
(2)(3)(4)
|
3.4
|
4.7
|
Percent to Sales
|
||||||||
Three Months Ended November 30,
|
||||||||
2016
|
2015
|
|||||||
Gross Margin
|
26.3
|
26.7
|
||||||
Selling, general and administrative expenses
|
21.0
|
21.7
|
(1) |
See “--Non-GAAP Measures” below for a reconciliation to the most directly comparable GAAP measure and related disclosures.
|
(2) |
Includes immunizations.
|
(3) |
Includes the adjustment to convert prescriptions greater than 84 days to the equivalent of three 30-day prescriptions. This adjustment reflects the fact that these prescriptions include approximately three times the amount of product days supplied compared to a normal prescription.
|
(4) |
Comparable stores are defined as those that have been open for at least twelve consecutive months without closure for seven or more consecutive days and without a major remodel or subject to a natural disaster in the past twelve months. Relocated and acquired stores are not included as comparable stores for the first twelve months after the relocation or acquisition. The method of calculating comparable sales varies across the industries in which we operate. As a result, our method of calculating comparable sales may not be the same as other companies’ methods.
|
(in millions, except location amounts)
|
||||||||
Three Months Ended November 30,
|
||||||||
2016
|
2015
|
|||||||
Sales
(4)
|
$
|
2,962
|
$
|
3,459
|
||||
Gross Profit
(4)
|
1,175
|
1,422
|
||||||
Selling, general and administrative expenses
(4)
|
993
|
1,120
|
||||||
Operating Income
|
182
|
302
|
||||||
Adjusted Operating Income (Non-GAAP measure)
(1)
|
213
|
315
|
||||||
Number of Locations at period end
|
4,686
|
4,595
|
Percentage Increases (Decreases)
|
|||||
Three Months Ended November 30,
|
|||||
2016
|
2015
|
||||
Sales
(4)
|
(14.4
|
)
|
NA
|
||
Gross Profit
(4)
|
(17.4
|
)
|
NA
|
||
Selling, general and administrative expenses
(4)
|
(11.3
|
)
|
NA
|
||
Operating Income
|
(39.7
|
)
|
NA
|
||
Adjusted Operating Income (Non-GAAP measure)
(1)
|
(32.4
|
)
|
NA
|
||
Comparable Store Sales
(2)
|
(14.8
|
)
|
NA
|
||
Comparable Store Sales in constant currency
(2)(3)
|
(0.1
|
)
|
NA
|
||
Pharmacy Sales
|
(15.8
|
)
|
NA
|
||
Comparable Pharmacy Sales
(2)
|
(14.6
|
)
|
NA
|
||
Comparable Pharmacy Sales in constant currency
(2)(3)
|
(0.5
|
)
|
NA
|
||
Retail Sales
|
(13.6
|
)
|
NA
|
||
Comparable Retail Sales
(2)
|
(15.0
|
)
|
NA
|
||
Comparable Retail Sales in constant currency
(2)(3)
|
0.2
|
NA
|
Percent to Sales
|
||||||||
Three Months Ended November 30,
|
||||||||
2016
|
2015
|
|||||||
Gross Margin
|
39.7
|
41.1
|
||||||
Selling, general and administrative expenses
|
33.5
|
32.4
|
NA |
Not applicable
|
(1) |
See “--Non-GAAP Measures” below for reconciliations to the most directly comparable GAAP measure and related disclosures.
|
(2) |
Comparable stores are defined as those that have been open for at least twelve consecutive months without closure for seven or more consecutive days and without a major remodel or a natural disaster in the past twelve months. Relocated and acquired stores are not included as comparable stores for the first twelve months after the relocation or acquisition. The method of calculating comparable sales varies across the industries in which we operate. As a result, our method of calculating comparable sales may not be the same as other companies’ methods.
|
(3) |
The Company presents certain information related to current period operating results in “constant currency,” which is a non-GAAP financial measure. These amounts are calculated by translating current period results at the foreign currency exchange rates used in the comparable period in the prior year. The Company presents such constant currency financial information because it has significant operations outside of the United States reporting in currencies other than the U.S. dollar and this presentation provides a framework to assess how its business performed excluding the impact of foreign currency exchange rate fluctuations. See “--Non-GAAP Measures” below.
|
(4) |
To improve comparability, certain classification changes were made to prior period Sales, Cost of sales and Selling, general and administrative expenses. These changes had no impact on Operating Income. The reclassifications were made in the fourth quarter of fiscal 2016.
|
(in millions)
|
||||||||
Three Months Ended November 30,
|
||||||||
2016
|
2015
|
|||||||
Sales
|
$
|
5,417
|
$
|
5,796
|
||||
Gross Profit
|
502
|
557
|
||||||
Selling, general and administrative expenses
|
359
|
414
|
||||||
Equity earnings in AmerisourceBergen
|
17
|
-
|
||||||
Operating Income
|
160
|
143
|
||||||
Adjusted Operating Income (Non-GAAP measure)
(1)
|
224
|
166
|
Percentage Increases (Decreases)
|
|||||
Three Months Ended November 30,
|
|||||
2016
|
2015
|
||||
Sales
|
(6.5
|
)
|
NA
|
||
Gross Profit
|
(9.9
|
)
|
NA
|
||
Selling, general and administrative expenses
|
(13.3
|
)
|
NA
|
||
Operating Income
|
11.9
|
NA
|
|||
Adjusted Operating Income (Non-GAAP measure)
(1)
|
34.9
|
NA
|
|||
Comparable Sales
(2)
|
(2.7
|
)
|
NA
|
||
Comparable Sales in constant currency
(2)(3)
|
4.7
|
NA
|
Percent to Sales
|
||||||||
Three Months Ended November 30,
|
||||||||
2016
|
2015
|
|||||||
Gross Margin
|
9.3
|
9.6
|
||||||
Selling, general and administrative expenses
|
6.6
|
7.1
|
NA |
Not applicable
|
(1) |
See “--Non-GAAP Measures” below for reconciliations to the most directly comparable GAAP measure and related disclosures.
|
(2) |
Comparable sales are defined as sales excluding acquisitions and dispositions.
|
(3) |
The Company presents certain information related to current period operating results in “constant currency,” which is a non-GAAP financial measure. These amounts are calculated by translating current period results at the foreign currency exchange rates used in the comparable period in the prior year. The Company presents such constant currency financial information because it has significant operations outside of the United States reporting in currencies other than the U.S. dollar and this presentation provides a framework to assess how its business performed excluding the impact of foreign currency exchange rate fluctuations. See “--Non-GAAP Measures” below.
|
(in millions)
|
||||||||||||||||||||
Three Months Ended November 30, 2016
|
||||||||||||||||||||
Retail
Pharmacy
USA
|
Retail
Pharmacy
International
|
Pharmaceutical
Wholesale
|
Eliminations
|
Walgreens
Boots
Alliance, Inc.
|
||||||||||||||||
Operating Income (GAAP)
|
$
|
1,105
|
$
|
182
|
$
|
160
|
$
|
-
|
$
|
1,447
|
||||||||||
Acquisition-related amortization
|
37
|
25
|
20
|
-
|
82
|
|||||||||||||||
Cost transformation
|
72
|
6
|
3
|
-
|
81
|
|||||||||||||||
LIFO provision
|
58
|
-
|
-
|
-
|
58
|
|||||||||||||||
Adjustments to equity earnings in AmerisourceBergen
|
-
|
-
|
41
|
-
|
41
|
|||||||||||||||
Acquisition-related costs
|
17
|
-
|
-
|
-
|
17
|
|||||||||||||||
Adjusted Operating Income (Non-GAAP measure)
|
$
|
1,289
|
$
|
213
|
$
|
224
|
$
|
-
|
$
|
1,726
|
Three Months Ended November 30,
|
||||||||
2016
|
2015
|
|||||||
Net earnings attributable to Walgreens Boots Alliance, Inc. (GAAP)
|
$
|
1,054
|
$
|
1,110
|
||||
Adjustments to Operating Income:
|
||||||||
Acquisition-related amortization
(1)
|
82
|
81
|
||||||
Cost transformation
(1)
|
81
|
90
|
||||||
LIFO provision
(1)
|
58
|
46
|
||||||
Adjustments to equity earnings in AmerisourceBergen
(1)
|
41
|
-
|
||||||
Acquisition-related costs
(1)
|
17
|
34
|
||||||
Total Adjustments to Operating Income
|
279
|
251
|
||||||
Adjustments to Other income (expense):
|
||||||||
Decrease in fair market value of AmerisourceBergen warrants
(1)
|
-
|
57
|
||||||
Net investment hedging gain
(1)
|
(1
|
)
|
-
|
|||||
Total Adjustments to Other income (expense)
|
(1
|
)
|
57
|
|||||
Adjustments to Interest expense, net:
|
||||||||
Prefunded interest expenses
(1)
|
41
|
-
|
||||||
Total Adjustments to Interest expense, net
|
41
|
-
|
||||||
Adjustments to Income tax provision:
|
||||||||
United Kingdom tax rate change
(2)
|
(77
|
)
|
(178
|
)
|
||||
Tax impact of adjustments
(3)
|
(95
|
)
|
(108
|
)
|
||||
Total Adjustments to Income tax provision
|
(172
|
)
|
(286
|
)
|
||||
Adjusted net earnings attributable to Walgreens Boots Alliance, Inc. (Non-GAAP measure)
|
$
|
1,201
|
$
|
1,132
|
||||
2016 | 2015 | |||||||
Diluted net earnings per common share (GAAP)
|
$
|
0.97
|
$
|
1.01
|
||||
Adjustments to Operating Income
|
0.25
|
0.23
|
||||||
Adjustments to Other income (expense)
|
-
|
0.05
|
||||||
Adjustments to Interest expense, net
|
0.04
|
-
|
||||||
Adjustments to Income tax provision
|
(0.16
|
)
|
(0.26
|
)
|
||||
Adjusted diluted net earnings per common share (Non-GAAP measure)
|
$ |
1.10
|
$ |
1.03
|
||||
Weighted average common shares outstanding, diluted (in millions)
|
1,088.3
|
1,098.6
|
(1) |
Presented on a pre-tax basis. The comparable prior period has been recast accordingly to reflect the tax impact of adjustments as a single adjustment. There has been no change in Net earnings attributable to Walgreens Boots Alliance, Inc., diluted net earnings per share, adjusted net earnings attributable to Walgreens Boots Alliance, Inc. or adjusted net earnings per share from those previously reported.
|
(2) |
Discrete tax-only items.
|
(3) |
Represents the adjustment to the GAAP basis tax provision commensurate with non-GAAP adjustments.
|
Three Months Ended November 30,
|
||||||||
2016
|
2015
|
|||||||
Retail Pharmacy USA
|
$
|
230
|
$
|
199
|
||||
Retail Pharmacy International
|
119
|
114
|
||||||
Pharmaceutical Wholesale
|
29
|
27
|
||||||
Total
|
$
|
378
|
$
|
340
|
Rating Agency
|
Long-Term Debt Rating
|
Commercial Paper Rating
|
Outlook
|
Fitch
|
BBB
|
F2
|
Stable
|
Moody’s
|
Baa2
|
P-2
|
On review for downgrade
|
Standard & Poor’s
|
BBB
|
A-2
|
Negative
|
(c) |
The following table provides information about purchases by the Company during the quarter ended November 30, 2016 of equity securities that are registered by the Company pursuant to Section 12 of the Exchange Act. Subject to applicable law, share purchases may be made in open market transactions, privately negotiated transactions, or pursuant to instruments and plans complying with Rule 10b5-1.
|
Issuer Purchases of Equity Securities
|
||||||||||||
Period
|
Total Number of Shares Purchased
|
Average Price Paid per Share
|
Total Number of Shares Purchased as Part of Publicly Announced Repurchase Programs
|
|||||||||
9/1/16 - 9/30/16
|
-
|
$
|
-
|
-
|
||||||||
10/1/16 - 10/31/16
|
991,526
|
82.71
|
-
|
|||||||||
11/1/16 – 11/30/16
|
4,608,474
|
81.37
|
-
|
|||||||||
Total
|
5,600,000
|
$
|
81.61
|
-
|
• |
should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
|
• |
may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
|
• |
may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
|
• |
were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
|
Exhibit
No.
|
Description
|
SEC Document Reference
|
||
3.1
|
Amended and Restated Certificate of Incorporation of Walgreens Boots Alliance, Inc.
|
Incorporated by reference to Exhibit 3.1 to Walgreens Boots Alliance, Inc.’s Current Report on Form 8-K12B (File No. 001-36759) filed with the SEC on December 31, 2014.
|
||
3.2
|
Amended and Restated Bylaws of Walgreens Boots Alliance, Inc.
|
Incorporated by reference to Exhibit 3.1 to Walgreens Boots Alliance, Inc.’s Current Report on Form 8-K (File No. 001-36759) filed with the SEC on June 10, 2016.
|
||
Form of Performance Share Award agreement for CEO (November 2016).
|
Filed herewith.
|
|||
Form of Stock Option Award agreement for CEO (November 2016).
|
Filed herewith.
|
|||
Form of Restricted Stock Unit Award agreement for Executive Chairman (November 2016).
|
Filed herewith.
|
|||
10.4*
|
Letter agreement dated September 23, 2016 between Simon Roberts and Walgreens Boots Alliance, Inc.
|
Incorporated by reference to Exhibit 10.66 to Walgreens Boots Alliance, Inc.’s Annual Report on Form 10-K for the year ended August 31, 2016 (File No. 1-36759) filed with the SEC on October 20, 2016.
|
||
Computation of Ratio of Earnings to Fixed Charges.
|
Filed herewith.
|
|||
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
Filed herewith.
|
|||
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
Filed herewith.
|
|||
Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
|
Furnished herewith.
|
Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
|
Furnished herewith.
|
|||
101.INS
|
XBRL Instance Document
|
Filed herewith.
|
||
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
Filed herewith.
|
||
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
Filed herewith.
|
||
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
Filed herewith.
|
||
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
Filed herewith.
|
||
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
Filed herewith.
|
Walgreens Boots Alliance, Inc.
|
|
(Registrant)
|
|
Dated : January 5, 2017
|
/s/ George R. Fairweather
|
George R. Fairweather
|
|
Executive Vice President and Global Chief Financial Officer
|
|
Dated : January 5, 2017
|
/s/ Kimberly R. Scardino
|
Kimberly R. Scardino
|
|
Senior Vice President, Global Controller and Chief Accounting Officer
|
|
(Principal Accounting Officer)
|
Performance
|
=
|
Target
|
X
|
Percent of
Target
|
|
Shares Awarded
|
Performance Shares
|
Performance Shares Earned
|
a) |
The starting date of the offer will be the Grant Date, and this offer conforms to general ruling no. 336 of the Chilean superintendence of securities and insurance;
|
b) |
The offer deals with securities not registered in the registry of securities or in the registry of foreign securities of the Chilean superintendence of securities and insurance, and therefore such securities are not subject to its oversight;
|
c) |
The issuer is not obligated to provide public information in Chile regarding the foreign securities, since such securities are not registered with the Chilean superintendence of securities and insurance; and
|
d) |
The foreign securities shall not be subject to public offering as long as they are not registered with the corresponding registry of securities in Chile.
|
a) |
La fecha de inicio de la oferta será el de la fecha de otorgamiento y esta oferta se acoge a la norma de carácter general n° 336 de la superintendencia de valores y seguros chilena;
|
b) |
La oferta versa sobre valores no inscritos en el registro de valores o en el registro de valores extranjeros que lleva la superintendencia de valores y seguros chilena, por lo que tales valores no están sujetos a la fiscalización de ésta;
|
c) |
Por tratar de valores no inscritos no existe la obligación por parte del emisor de entregar en chile información pública respecto de esos valores; y
|
d) |
Esos valores no podrán ser objeto de oferta pública mientras no sean inscritos en el registro de valores correspondiente.
|
a. |
“Trade Secrets” are a form of intellectual property and may include all tangible and intangible forms and types of financial, business, scientific, technical, economic, or engineering information, including patterns, plans, compilations, program devices, formulas, designs, prototypes, methods, techniques, processes, procedures, programs or codes, and may in particular include such things as pricing information, business records, software programs, algorithms, inventions, patent applications, and designs and processes not known outside the Company. Trade Secrets may be stored, compiled, memorialized or contained in various forms or media, such as paper, electronic media or transmission (such as disc, email, file transfers, tape, or web site features), all other forms of audio and/or video transfer, or even oral communications.
|
b. |
“Confidential Information” shall include Trade Secrets and, more broadly, any information or material which is not generally known to the public, and which (i) is generated or collected by or utilized in the operations of the Company and relates to the actual or anticipated business of the Company or the Company’s actual or prospective vendors or clients; or (ii) is suggested by or results from any task assigned to me by the Company or work performed by me for or on behalf of the Company or any client of the Company. Confidential Information shall not be considered generally known to the public if revealed improperly to the public by me or others without the Company’s express written consent and/or in violation of an obligation of confidentiality to the Company. Confidential Information may take a variety of forms including but not limited to paper, electronic, media or transmission (such as email, file transfers, tape or web site features), and all other forms of audio and/or video transfer. Examples of confidential information include, but are not limited to, customer, referral source, supplier and contractor identification and contacts, confidential information about customers, business relationships, contract terms, pricing and margins, business, marketing and customer plans and strategies, financial data, techniques, formulations, technical know-how, formulae, research, development and production information, processes, designs, architectures, prototypes, models, software, patent applications and plans, projections, proposals, discussion guides, personal or performance information about employees, or legal advice related to the foregoing.
|
(a) |
I will not directly or indirectly, solicit any Restricted Customer for purposes of providing Competing Products or Services, or offer, provide or sell Competing Products or Services to any Restricted Customer. For purposes of this Agreement, “Competing Products or Services” means products or services that are competitive with products or services offered by, developed by, designed by or distributed by the Company to any Restricted Customer, and “Restricted Customer” means any person, company or entity which was a customer, potential customer, vendor, supplier or referral source of the Company and with which I had direct contact or about which I learned confidential information at any time during the last two years of my employment with the Company; and
|
(b) |
I will not, nor will I assist any third party to, directly or indirectly (i) raid, hire, solicit, or attempt to persuade any employee of the Company with whom I currently work or with whom I worked at any point during the last two years preceding the termination of my employment with the Company, and who possesses or had access to confidential information of the Company, to leave the employ of the Company; (ii) interfere with the performance by any such employee of his/her duties for the Company; or (iii) communicate with any such employee for the purposes described in items (i) and (ii) in this paragraph.
|
a. |
Ownership
. All Intellectual Property is, shall be and shall remain the exclusive property of the Company. Employee hereby assigns to the Company all right, title and interest, if any, in and to the Intellectual Property; provided, however, that, when applicable, the Company shall own the copyrights in all copyrightable works included in the Intellectual Property pursuant to the "work-made-for-hire" doctrine (rather than by assignment), as such term is defined in the 1976 Copyright Act. All Intellectual Property shall be owned by the Company irrespective of any copyright notices or confidentiality legends to the contrary which may be placed on such works by Employee or by others. Employee shall ensure that all copyright notices and confidentiality legends on all work product authored by Employee or anyone acting on his/her behalf shall conform to the Company's practices and shall specify the Company as the owner of the work. The Company hereby provides notice to Employee that the obligation to assign does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the Company was used and which was developed entirely on the Employee's own time, unless (a) the invention relates (i) to the business of the Company, or (ii) to the Company’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by Employee for the Company.
|
b. |
Keep Records
. Employee shall keep and maintain, or cause to be kept and maintained by anyone acting on his/her behalf, adequate and current written records of all Intellectual Property in the form of notes, sketches, drawings, computer files, reports or other documents relating thereto. Such records shall be and shall remain the exclusive property of the Company and shall be available to the Company at all times during the term of this Agreement.
|
c. |
Assistance
. Employee shall supply all assistance requested in securing for Company’s benefit any patent, copyright, trademark, service mark, license, right or other evidence of ownership of any such Intellectual Property, and will provide full information regarding any such item and execute all appropriate documentation prepared by Company in applying or otherwise registering, in Company’s name, all rights to any such item or the defense and protection of such Intellectual Property.
|
d. |
Prior Inventions
. Employee has disclosed to the Company any continuing obligations to any third party with respect to Intellectual Property. Employee claims no rights to any inventions created prior to his/her employment for which a patent application has not previously been filed, unless he/she has described them in detail on a schedule attached to this Agreement.
|
e. |
Trade Secret Provisions
. The provisions in Paragraph 1 with regard to Trade Secrets and the TSA shall apply as well in the context of the parties’ Intellectual Property rights and obligations.
|
(a) |
I agree that the restrictions contained in this Agreement are reasonable and necessary to protect the Company’s legitimate business interests and that
full compliance with the terms of this Agreement will not prevent me from earning a livelihood following the termination of my employment, and that these covenants do not place undue restraint on me.
|
(b) |
Because the Company’s current base of operations is in Illinois and my connections thereto, (i) this Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, where this Agreement is entered into, without giving effect to any conflict of law provisions, and (ii) I consent to personal jurisdiction and the exclusive jurisdiction of the state and federal courts of Illinois with respect to any claim, dispute or declaration arising out of this Agreement.
|
(c) |
In the event of a breach or a threatened breach of this Agreement, I acknowledge that the Company will face irreparable injury which may be difficult to calculate in dollar terms and that the Company shall be entitled, in addition to all remedies otherwise available in law or in equity, to temporary restraining orders and preliminary and final injunctions enjoining such breach or threatened breach in any court of competent jurisdiction without the necessity of posting a surety bond, as well as to obtain an equitable accounting of all profits or benefits arising out of any violation of this Agreement.
|
(d) |
I agree that if a court determines that any of the provisions in this Agreement is unenforceable or unreasonable in duration, territory, or scope, then that court shall modify those provisions so they are reasonable and enforceable, and enforce those provisions as modified.
|
(e) |
If any phrase or provision of this Agreement is declared invalid or unenforceable by a court of competent jurisdiction, that phrase, clause or provision shall be deemed severed from this Agreement, and will not affect the enforceability of any other provisions of this Agreement, which shall otherwise remain in full force and effect.
|
(f) |
Notwithstanding the foregoing provisions of this Agreement, the non-competition provisions of Paragraph 2 above shall not restrict Employee from performing legal services as a licensed attorney for a Competing Business to the extent that the attorney licensure requirements in the applicable jurisdiction do not permit Employee to agree to the otherwise applicable restrictions of Paragraph 2.
|
(g) |
Waiver of any of the provisions of this Agreement by the Company in any particular instance shall not be deemed to be a waiver of any provision in any other instance and/or of the Company’s other rights at law or under this Agreement.
|
(h) |
I agree that the Company may assign this Agreement to its successors and assigns and that any such successor or assign may stand in the Company’s shoes for purposes of enforcing this Agreement.
|
(i) |
I agree to reimburse the Company for all attorneys’ fees, costs, and expenses that it reasonably incurs in connection with enforcing its rights and remedies under this Agreement, but only to the extent the Company is ultimately the prevailing party in the applicable legal proceedings.
|
(j) |
If I violate this Agreement, then the restrictions set out in Paragraphs 2 - 6 shall be extended by the same period of time as the period of time during which the violation(s) occurred.
|
(k) |
I
fully understand my obligations in this Agreement, have had full and complete opportunity to discuss and resolve any ambiguities or uncertainties regarding these covenants before signing this Agreement, and have voluntarily agreed to comply with these covenants for their stated terms.
|
a) |
The starting date of the offer will be the Grant Date, and this offer conforms to general ruling no. 336 of the Chilean superintendence of securities and insurance;
|
b) |
The offer deals with securities not registered in the registry of securities or in the registry of foreign securities of the Chilean superintendence of securities and insurance, and therefore such securities are not subject to its oversight;
|
c) |
The issuer is not obligated to provide public information in Chile regarding the foreign securities, since such securities are not registered with the Chilean superintendence of securities and insurance; and
|
d) |
The foreign securities shall not be subject to public offering as long as they are not registered with the corresponding registry of securities in Chile.
|
a) |
La fecha de inicio de la oferta será el de la fecha de otorgamiento y esta oferta se acoge a la norma de carácter general n° 336 de la superintendencia de valores y seguros chilena;
|
b) |
La oferta versa sobre valores no inscritos en el registro de valores o en el registro de valores extranjeros que lleva la superintendencia de valores y seguros chilena, por lo que tales valores no están sujetos a la fiscalización de ésta;
|
c) |
Por tratar de valores no inscritos no existe la obligación por parte del emisor de entregar en chile información pública respecto de esos valores; y
|
d) |
Esos valores no podrán ser objeto de oferta pública mientras no sean inscritos en el registro de valores correspondiente.
|
a. |
“Trade Secrets” are a form of intellectual property and may include all tangible and intangible forms and types of financial, business, scientific, technical, economic, or engineering information, including patterns, plans, compilations, program devices, formulas, designs, prototypes, methods, techniques, processes, procedures, programs or codes, and may in particular include such things as pricing information, business records, software programs, algorithms, inventions, patent applications, and designs and processes not known outside the Company. Trade Secrets may be stored, compiled, memorialized or contained in various forms or media, such as paper, electronic media or transmission (such as disc, email, file transfers, tape, or web site features), all other forms of audio and/or video transfer, or even oral communications.
|
b. |
“Confidential Information” shall include Trade Secrets and, more broadly, any information or material which is not generally known to the public, and which (i) is generated or collected by or utilized in the operations of the Company and relates to the actual or anticipated business of the Company or the Company’s actual or prospective vendors or clients; or (ii) is suggested by or results from any task assigned to me by the Company or work performed by me for or on behalf of the Company or any client of the Company. Confidential Information shall not be considered generally known to the public if revealed improperly to the public by me or others without the Company’s express written consent and/or in violation of an obligation of confidentiality to the Company. Confidential Information may take a variety of forms including but not limited to paper, electronic, media or transmission (such as email, file transfers, tape or web site features), and all other forms of audio and/or video transfer. Examples of confidential information include, but are not limited to, customer, referral source, supplier and contractor identification and contacts, confidential information about customers, business relationships, contract terms, pricing and margins, business, marketing and customer plans and strategies, financial data, techniques, formulations, technical know-how, formulae, research, development and production information, processes, designs, architectures, prototypes, models, software, patent applications and plans, projections, proposals, discussion guides, personal or performance information about employees, or legal advice related to the foregoing.
|
(a) |
I will not directly or indirectly, solicit any Restricted Customer for purposes of providing Competing Products or Services, or offer, provide or sell Competing Products or Services to any Restricted Customer. For purposes of this Agreement, “Competing Products or Services” means products or services that are competitive with products or services offered by, developed by, designed by or distributed by the Company to any Restricted Customer, and “Restricted Customer” means any person, company or entity which was a customer, potential customer, vendor, supplier or referral source of the Company and with which I had direct contact or about which I learned confidential information at any time during the last two years of my employment with the Company; and
|
(b) |
I will not, nor will I assist any third party to, directly or indirectly (i) raid, hire, solicit, or attempt to persuade any employee of the Company with whom I currently work or with whom I worked at any point during the last two years preceding the termination of my employment with the Company, and who possesses or had access to confidential information of the Company, to leave the employ of the Company; (ii) interfere with the performance by any such employee of his/her duties for the Company; or (iii) communicate with any such employee for the purposes described in items (i) and (ii) in this paragraph.
|
a. |
Ownership
. All Intellectual Property is, shall be and shall remain the exclusive property of the Company. Employee hereby assigns to the Company all right, title and interest, if any, in and to the Intellectual Property; provided, however, that, when applicable, the Company shall own the copyrights in all copyrightable works included in the Intellectual Property pursuant to the "work-made-for-hire" doctrine (rather than by assignment), as such term is defined in the 1976 Copyright Act. All Intellectual Property shall be owned by the Company irrespective of any copyright notices or confidentiality legends to the contrary which may be placed on such works by Employee or by others. Employee shall ensure that all copyright notices and confidentiality legends on all work product authored by Employee or anyone acting on his/her behalf shall conform to the Company's practices and shall specify the Company as the owner of the work. The Company hereby provides notice to Employee that the obligation to assign does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the Company was used and which was developed entirely on the Employee's own time, unless (a) the invention relates (i) to the business of the Company, or (ii) to the Company’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by Employee for the Company.
|
b. |
Keep Records
. Employee shall keep and maintain, or cause to be kept and maintained by anyone acting on his/her behalf, adequate and current written records of all Intellectual Property in the form of notes, sketches, drawings, computer files, reports or other documents relating thereto. Such records shall be and shall remain the exclusive property of the Company and shall be available to the Company at all times during the term of this Agreement.
|
c. |
Assistance
. Employee shall supply all assistance requested in securing for Company’s benefit any patent, copyright, trademark, service mark, license, right or other evidence of ownership of any such Intellectual Property, and will provide full information regarding any such item and execute all appropriate documentation prepared by Company in applying or otherwise registering, in Company’s name, all rights to any such item or the defense and protection of such Intellectual Property.
|
d. |
Prior Inventions
. Employee has disclosed to the Company any continuing obligations to any third party with respect to Intellectual Property. Employee claims no rights to any inventions created prior to his/her employment for which a patent application has not previously been filed, unless he/she has described them in detail on a schedule attached to this Agreement.
|
e. |
Trade Secret Provisions
. The provisions in Paragraph 1 with regard to Trade Secrets and the TSA shall apply as well in the context of the parties’ Intellectual Property rights and obligations.
|
(a) |
I agree that the restrictions contained in this Agreement are reasonable and necessary to protect the Company’s legitimate business interests and that
full compliance with the terms of this Agreement will not prevent me from earning a livelihood following the termination of my employment, and that these covenants do not place undue restraint on me.
|
(b) |
Because the Company’s current base of operations is in Illinois and my connections thereto, (i) this Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, where this Agreement is entered into, without giving effect to any conflict of law provisions, and (ii) I consent to personal jurisdiction and the exclusive jurisdiction of the state and federal courts of Illinois with respect to any claim, dispute or declaration arising out of this Agreement.
|
(c) |
In the event of a breach or a threatened breach of this Agreement, I acknowledge that the Company will face irreparable injury which may be difficult to calculate in dollar terms and that the Company shall be entitled, in addition to all remedies otherwise available in law or in equity, to temporary restraining orders and preliminary and final injunctions enjoining such breach or threatened breach in any court of competent jurisdiction without the necessity of posting a surety bond, as well as to obtain an equitable accounting of all profits or benefits arising out of any violation of this Agreement.
|
(d) |
I agree that if a court determines that any of the provisions in this Agreement is unenforceable or unreasonable in duration, territory, or scope, then that court shall modify those provisions so they are reasonable and enforceable, and enforce those provisions as modified.
|
(e) |
If any phrase or provision of this Agreement is declared invalid or unenforceable by a court of competent jurisdiction, that phrase, clause or provision shall be deemed severed from this Agreement, and will not affect the enforceability of any other provisions of this Agreement, which shall otherwise remain in full force and effect.
|
(f) |
Notwithstanding the foregoing provisions of this Agreement, the non-competition provisions of Paragraph 2 above shall not restrict Employee from performing legal services as a licensed attorney for a Competing Business to the extent that the attorney licensure requirements in the applicable jurisdiction do not permit Employee to agree to the otherwise applicable restrictions of Paragraph 2.
|
(g) |
Waiver of any of the provisions of this Agreement by the Company in any particular instance shall not be deemed to be a waiver of any provision in any other instance and/or of the Company’s other rights at law or under this Agreement.
|
(h) |
I agree that the Company may assign this Agreement to its successors and assigns and that any such successor or assign may stand in the Company’s shoes for purposes of enforcing this Agreement.
|
(i) |
I agree to reimburse the Company for all attorneys’ fees, costs, and expenses that it reasonably incurs in connection with enforcing its rights and remedies under this Agreement, but only to the extent the Company is ultimately the prevailing party in the applicable legal proceedings.
|
(j) |
If I violate this Agreement, then the restrictions set out in Paragraphs 2 - 6 shall be extended by the same period of time as the period of time during which the violation(s) occurred.
|
(k) |
I
fully understand my obligations in this Agreement, have had full and complete opportunity to discuss and resolve any ambiguities or uncertainties regarding these covenants before signing this Agreement, and have voluntarily agreed to comply with these covenants for their stated terms.
|
Three Months Ended,
|
Twelve Months Ended,
|
|||||||||||||||||||||||
November, 2016
|
2016
|
2015
|
2014
|
2013
|
2012
|
|||||||||||||||||||
Income before income tax provision
|
$
|
1,275
|
$
|
5,144
|
$
|
5,311
|
$
|
3,557
|
$
|
4,047
|
$
|
3,376
|
||||||||||||
Add:
|
||||||||||||||||||||||||
Minority Interests
|
-
|
-
|
-
|
-
|
5
|
-
|
||||||||||||||||||
Fixed charges
|
586
|
2,367
|
2,054
|
1,376
|
1,383
|
1,260
|
||||||||||||||||||
Amortization of capitalized interest
|
-
|
-
|
1
|
6
|
7
|
6
|
||||||||||||||||||
Less:
|
||||||||||||||||||||||||
Equity earnings
|
(5
|
)
|
(37
|
)
|
(315
|
)
|
(617
|
)
|
(496
|
)
|
-
|
|||||||||||||
Capitalized interest
|
-
|
-
|
(1
|
)
|
(6
|
)
|
(7
|
)
|
(9
|
)
|
||||||||||||||
Earnings as defined
|
$
|
1,856
|
$
|
7,474
|
$
|
7,050
|
$
|
4,316
|
$
|
4,939
|
$
|
4,633
|
||||||||||||
|
||||||||||||||||||||||||
Interest expense, net of capitalized interest
|
$
|
173
|
$
|
628
|
$
|
632
|
$
|
168
|
$
|
193
|
$
|
94
|
||||||||||||
Capitalized interest
|
-
|
-
|
1
|
6
|
7
|
9
|
||||||||||||||||||
Portions of rentals representative of the interest factor
|
413
|
1,739
|
1,421
|
1,202
|
1,183
|
1,157
|
||||||||||||||||||
Fixed charges as defined
|
$
|
586
|
$
|
2,367
|
$
|
2,054
|
$
|
1,376
|
$
|
1,383
|
$
|
1,260
|
||||||||||||
|
||||||||||||||||||||||||
Ratio of earnings to fixed charges
|
3.17
|
3.16
|
3.43
|
3.14
|
3.57
|
3.68
|
1. |
I have reviewed this quarterly report on Form 10-Q of Walgreens Boots Alliance, Inc.;
|
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(s) 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 Rule 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
|
5. |
The registrant's other certifying officer(s) 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 the registrant's board of directors (or persons performing the equivalent functions):
|
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.
|
/s/
|
Stefano Pessina
|
Chief Executive Officer
|
Date: January 5, 2017
|
|
Stefano Pessina
|
1. |
I have reviewed this quarterly report on Form 10-Q of Walgreens Boots Alliance, Inc.;
|
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(s) 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 Rule 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
|
5. |
The registrant's other certifying officer(s) 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 the registrant's board of directors (or persons performing the equivalent functions):
|
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.
|
/s/
|
George Fairweather
|
Global Chief Financial Officer
|
Date: January 5, 2017
|
|
George Fairweather
|