|
|
þ
|
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
þ
|
Accelerated filer ☐
|
Non-accelerated filer ☐
|
Smaller reporting company ☐
|
|
Emerging growth company ☐
|
|
|
Item 1.
|
Consolidated Condensed Financial Statements (Unaudited)
|
||
|
|
a)
|
||
|
|
b)
|
||
|
|
c)
|
||
|
|
d)
|
||
|
|
e)
|
||
|
|
f)
|
||
|
Item 2.
|
|||
|
Item 3.
|
|||
|
Item 4.
|
|
Item 1.
|
||
|
Item 1A.
|
||
|
Item 2.
|
||
|
Item 5.
|
||
|
Item 6.
|
|
February 28, 2019
|
|
August 31, 2018
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
818
|
|
|
$
|
785
|
|
Accounts receivable, net
|
7,828
|
|
|
6,573
|
|
||
Inventories
|
10,188
|
|
|
9,565
|
|
||
Other current assets
|
1,016
|
|
|
923
|
|
||
Total current assets
|
19,851
|
|
|
17,846
|
|
||
Non-current assets:
|
|
|
|
|
|
||
Property, plant and equipment, net
|
13,828
|
|
|
13,911
|
|
||
Goodwill
|
17,027
|
|
|
16,914
|
|
||
Intangible assets, net
|
11,932
|
|
|
11,783
|
|
||
Equity method investments (see note 5)
|
6,683
|
|
|
6,610
|
|
||
Other non-current assets
|
1,114
|
|
|
1,060
|
|
||
Total non-current assets
|
50,584
|
|
|
50,278
|
|
||
Total assets
|
$
|
70,434
|
|
|
$
|
68,124
|
|
|
|
|
|
||||
Liabilities and equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Short-term debt
|
$
|
5,356
|
|
|
$
|
1,966
|
|
Trade accounts payable (see note 16)
|
14,348
|
|
|
13,566
|
|
||
Accrued expenses and other liabilities
|
5,436
|
|
|
5,862
|
|
||
Income taxes
|
163
|
|
|
273
|
|
||
Total current liabilities
|
25,303
|
|
|
21,667
|
|
||
Non-current liabilities:
|
|
|
|
|
|
||
Long-term debt
|
12,685
|
|
|
12,431
|
|
||
Deferred income taxes
|
1,982
|
|
|
1,815
|
|
||
Other non-current liabilities
|
5,053
|
|
|
5,522
|
|
||
Total non-current liabilities
|
19,719
|
|
|
19,768
|
|
||
Commitments and contingencies (see note 10)
|
|
|
|
|
|
||
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 February 28, 2019 and August 31, 2018
|
12
|
|
|
12
|
|
||
Paid-in capital
|
10,571
|
|
|
10,493
|
|
||
Retained earnings
|
34,928
|
|
|
33,551
|
|
||
Accumulated other comprehensive loss
|
(2,705
|
)
|
|
(3,002
|
)
|
||
Treasury stock, at cost; 258,337,176 shares at February 28, 2019 and 220,380,200 at August 31, 2018
|
(18,036
|
)
|
|
(15,047
|
)
|
||
Total Walgreens Boots Alliance, Inc. shareholders’ equity
|
24,770
|
|
|
26,007
|
|
||
Noncontrolling interests
|
643
|
|
|
682
|
|
||
Total equity
|
25,413
|
|
|
26,689
|
|
||
Total liabilities and equity
|
$
|
70,434
|
|
|
$
|
68,124
|
|
|
Equity attributable to Walgreens Boots Alliance, Inc.
|
|
|
|
|
|||||||||||||||||||||||||
|
Common stock
shares
|
|
Common
stock
amount
|
|
Treasury
stock
amount
|
|
Paid-in
capital
|
|
Accumulated
other
comprehensive
income (loss)
|
|
Retained
earnings
|
|
Noncontrolling
interests
|
|
Total
equity
|
|||||||||||||||
November 30, 2018
|
943,444,736
|
|
|
$
|
12
|
|
|
$
|
(15,862
|
)
|
|
$
|
10,522
|
|
|
$
|
(3,231
|
)
|
|
$
|
34,168
|
|
|
$
|
654
|
|
|
$
|
26,263
|
|
Net earnings (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,156
|
|
|
(18
|
)
|
|
1,138
|
|
|||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
519
|
|
|
—
|
|
|
10
|
|
|
529
|
|
|||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(402
|
)
|
|
(1
|
)
|
|
(403
|
)
|
|||||||
Treasury stock purchases
|
(30,103,362
|
)
|
|
—
|
|
|
(2,201
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,201
|
)
|
|||||||
Employee stock purchase and option plans
|
835,068
|
|
|
—
|
|
|
25
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
6
|
|
|
(2
|
)
|
|
11
|
|
|||||||
February 28, 2019
|
914,176,442
|
|
|
$
|
12
|
|
|
$
|
(18,036
|
)
|
|
$
|
10,571
|
|
|
$
|
(2,705
|
)
|
|
$
|
34,928
|
|
|
$
|
643
|
|
|
$
|
25,413
|
|
|
Equity attributable to Walgreens Boots Alliance, Inc.
|
|
|
|
|
|||||||||||||||||||||||||
|
Common stock
shares
|
|
Common
stock
amount
|
|
Treasury
stock
amount
|
|
Paid-in
capital
|
|
Accumulated
other
comprehensive
income (loss)
|
|
Retained
earnings
|
|
Noncontrolling
interests
|
|
Total
equity
|
|||||||||||||||
August 31, 2018
|
952,133,418
|
|
|
$
|
12
|
|
|
$
|
(15,047
|
)
|
|
$
|
10,493
|
|
|
$
|
(3,002
|
)
|
|
$
|
33,551
|
|
|
$
|
682
|
|
|
$
|
26,689
|
|
Net earnings (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,279
|
|
|
(41
|
)
|
|
2,238
|
|
|||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
290
|
|
|
—
|
|
|
7
|
|
|
297
|
|
|||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(820
|
)
|
|
(3
|
)
|
|
(823
|
)
|
|||||||
Treasury stock purchases
|
(42,097,919
|
)
|
|
—
|
|
|
(3,113
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,113
|
)
|
|||||||
Employee stock purchase and option plans
|
4,140,943
|
|
|
—
|
|
|
124
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
138
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
63
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
63
|
|
|||||||
Adoption of new accounting standards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(88
|
)
|
|
—
|
|
|
(88
|
)
|
|||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
6
|
|
|
(2
|
)
|
|
11
|
|
|||||||
February 28, 2019
|
914,176,442
|
|
|
$
|
12
|
|
|
$
|
(18,036
|
)
|
|
$
|
10,571
|
|
|
$
|
(2,705
|
)
|
|
$
|
34,928
|
|
|
$
|
643
|
|
|
$
|
25,413
|
|
|
Equity attributable to Walgreens Boots Alliance, Inc.
|
|
|
|
|
|||||||||||||||||||||||||
|
Common stock
shares |
|
Common
stock amount |
|
Treasury
stock amount |
|
Paid-in
capital |
|
Accumulated other comprehensive income (loss)
|
|
Retained
earnings |
|
Noncontrolling
interests |
|
Total
equity |
|||||||||||||||
November 30, 2017
|
990,446,414
|
|
|
$
|
12
|
|
|
$
|
(12,459
|
)
|
|
$
|
10,359
|
|
|
$
|
(2,543
|
)
|
|
$
|
30,560
|
|
|
$
|
827
|
|
|
$
|
26,756
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,349
|
|
|
—
|
|
|
1,349
|
|
|||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
380
|
|
|
—
|
|
|
6
|
|
|
386
|
|
|||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(396
|
)
|
|
(6
|
)
|
|
(402
|
)
|
|||||||
Employee stock purchase and option plans
|
1,219,163
|
|
|
—
|
|
|
44
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|||||||
Noncontrolling interests contribution
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|||||||
February 28, 2018
|
991,665,577
|
|
|
$
|
12
|
|
|
$
|
(12,415
|
)
|
|
$
|
10,408
|
|
|
$
|
(2,163
|
)
|
|
$
|
31,513
|
|
|
$
|
823
|
|
|
$
|
28,178
|
|
|
Equity attributable to Walgreens Boots Alliance, Inc.
|
|
|
|
|
|||||||||||||||||||||||||
|
Common stock
shares |
|
Common
stock amount |
|
Treasury
stock amount |
|
Paid-in
capital |
|
Accumulated other comprehensive income (loss)
|
|
Retained
earnings |
|
Noncontrolling
interests |
|
Total
equity |
|||||||||||||||
August 31, 2017
|
1,023,849,070
|
|
|
$
|
12
|
|
|
$
|
(9,971
|
)
|
|
$
|
10,339
|
|
|
$
|
(3,051
|
)
|
|
$
|
30,137
|
|
|
$
|
808
|
|
|
$
|
28,274
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,170
|
|
|
1
|
|
|
2,171
|
|
|||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
888
|
|
|
—
|
|
|
20
|
|
|
908
|
|
|||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(794
|
)
|
|
(6
|
)
|
|
(800
|
)
|
|||||||
Treasury stock purchases
|
(34,499,913
|
)
|
|
—
|
|
|
(2,525
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,525
|
)
|
|||||||
Employee stock purchase and option plans
|
2,316,420
|
|
|
—
|
|
|
81
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
83
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
63
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
63
|
|
|||||||
Noncontrolling interests contribution
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||||
February 28, 2018
|
991,665,577
|
|
|
$
|
12
|
|
|
$
|
(12,415
|
)
|
|
$
|
10,408
|
|
|
$
|
(2,163
|
)
|
|
$
|
31,513
|
|
|
$
|
823
|
|
|
$
|
28,178
|
|
|
Three months ended
February 28, |
|
Six months ended
February 28, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Sales
|
$
|
34,528
|
|
|
$
|
33,021
|
|
|
$
|
68,321
|
|
|
$
|
63,761
|
|
Cost of sales
|
26,773
|
|
|
24,925
|
|
|
52,925
|
|
|
48,324
|
|
||||
Gross profit
|
7,754
|
|
|
8,096
|
|
|
15,395
|
|
|
15,437
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative expenses
|
6,320
|
|
|
6,321
|
|
|
12,599
|
|
|
12,231
|
|
||||
Equity earnings in AmerisourceBergen
|
83
|
|
|
202
|
|
|
121
|
|
|
90
|
|
||||
Operating income
|
1,517
|
|
|
1,977
|
|
|
2,918
|
|
|
3,296
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other income (expense)
|
19
|
|
|
12
|
|
|
45
|
|
|
(122
|
)
|
||||
Earnings before interest and income tax provision
|
1,536
|
|
|
1,989
|
|
|
2,963
|
|
|
3,174
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
181
|
|
|
151
|
|
|
342
|
|
|
300
|
|
||||
Earnings before income tax provision
|
1,356
|
|
|
1,838
|
|
|
2,621
|
|
|
2,874
|
|
||||
Income tax provision
|
226
|
|
|
503
|
|
|
406
|
|
|
730
|
|
||||
Post tax earnings from other equity method investments
|
9
|
|
|
14
|
|
|
24
|
|
|
27
|
|
||||
Net earnings
|
1,138
|
|
|
1,349
|
|
|
2,238
|
|
|
2,171
|
|
||||
Net earnings (loss) attributable to noncontrolling interests
|
(18
|
)
|
|
—
|
|
|
(41
|
)
|
|
1
|
|
||||
Net earnings attributable to Walgreens Boots Alliance, Inc.
|
$
|
1,156
|
|
|
$
|
1,349
|
|
|
$
|
2,279
|
|
|
$
|
2,170
|
|
|
|
|
|
|
|
|
|
||||||||
Net earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
1.25
|
|
|
$
|
1.36
|
|
|
$
|
2.43
|
|
|
$
|
2.17
|
|
Diluted
|
$
|
1.24
|
|
|
$
|
1.36
|
|
|
$
|
2.42
|
|
|
$
|
2.16
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
928.4
|
|
|
991.0
|
|
|
938.3
|
|
|
998.6
|
|
||||
Diluted
|
930.7
|
|
|
995.5
|
|
|
941.1
|
|
|
1,003.3
|
|
|
Three months ended
February 28, |
|
Six months ended
February 28, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net earnings
|
$
|
1,138
|
|
|
$
|
1,349
|
|
|
$
|
2,238
|
|
|
$
|
2,171
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|||||
Pension/postretirement obligations
|
(2
|
)
|
|
(2
|
)
|
|
(6
|
)
|
|
(2
|
)
|
||||
Unrealized gain (loss) on hedges
|
(13
|
)
|
|
1
|
|
|
(10
|
)
|
|
1
|
|
||||
Share of other comprehensive (loss) income of equity method investments
|
(2
|
)
|
|
—
|
|
|
(1
|
)
|
|
2
|
|
||||
Currency translation adjustments
|
553
|
|
|
387
|
|
|
321
|
|
|
907
|
|
||||
Total other comprehensive income (loss)
|
536
|
|
|
386
|
|
|
304
|
|
|
908
|
|
||||
Total comprehensive income
|
1,674
|
|
|
1,735
|
|
|
2,542
|
|
|
3,079
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Comprehensive income (loss) attributable to noncontrolling interests
|
(8
|
)
|
|
6
|
|
|
(34
|
)
|
|
21
|
|
||||
Comprehensive income attributable to Walgreens Boots Alliance, Inc.
|
$
|
1,682
|
|
|
$
|
1,729
|
|
|
$
|
2,576
|
|
|
$
|
3,058
|
|
|
Six months ended February 28,
|
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities
:
|
|
|
|
||||
Net earnings
|
$
|
2,238
|
|
|
$
|
2,171
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
990
|
|
|
858
|
|
||
Deferred income taxes
|
161
|
|
|
(474
|
)
|
||
Stock compensation expense
|
63
|
|
|
63
|
|
||
Equity (earnings) from equity method investments
|
(145
|
)
|
|
(117
|
)
|
||
Other
|
155
|
|
|
87
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable, net
|
(1,164
|
)
|
|
(637
|
)
|
||
Inventories
|
(557
|
)
|
|
(314
|
)
|
||
Other current assets
|
(61
|
)
|
|
(66
|
)
|
||
Trade accounts payable
|
682
|
|
|
599
|
|
||
Accrued expenses and other liabilities
|
(542
|
)
|
|
188
|
|
||
Income taxes
|
(522
|
)
|
|
903
|
|
||
Other non-current assets and liabilities
|
(104
|
)
|
|
(52
|
)
|
||
Net cash provided by operating activities
|
1,195
|
|
|
3,208
|
|
||
|
|
|
|
||||
Cash flows from investing activities
:
|
|
|
|
|
|
||
Additions to property, plant and equipment
|
(793
|
)
|
|
(666
|
)
|
||
Proceeds from sale of other assets
|
54
|
|
|
18
|
|
||
Business, investment and asset acquisitions, net of cash acquired
|
(347
|
)
|
|
(3,375
|
)
|
||
Other
|
41
|
|
|
(133
|
)
|
||
Net cash used for investing activities
|
(1,046
|
)
|
|
(4,156
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities
:
|
|
|
|
|
|
||
Net change in short-term debt with maturities of 3 months or less
|
336
|
|
|
836
|
|
||
Proceeds from debt
|
6,414
|
|
|
3,089
|
|
||
Payments of debt
|
(3,117
|
)
|
|
(1,279
|
)
|
||
Stock purchases
|
(3,113
|
)
|
|
(2,525
|
)
|
||
Proceeds related to employee stock plans
|
138
|
|
|
83
|
|
||
Cash dividends paid
|
(841
|
)
|
|
(815
|
)
|
||
Other
|
67
|
|
|
(5
|
)
|
||
Net cash used for financing activities
|
(115
|
)
|
|
(616
|
)
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
—
|
|
|
56
|
|
||
Changes in cash, cash equivalents and restricted cash:
|
|
|
|
|
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
34
|
|
|
(1,508
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
975
|
|
|
3,496
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
1,009
|
|
|
$
|
1,988
|
|
Definite-lived intangible assets
|
Weighted-average useful life (in years)
|
Amount (in millions)
|
||
Customer relationships
|
12
|
$
|
1,800
|
|
Favorable lease interests
|
10
|
219
|
|
|
Trade names
|
2
|
20
|
|
|
Total
|
|
$
|
2,039
|
|
|
Three months ended February 28,
|
|
Six months ended February 28,
|
||||
(in millions)
|
2018
|
|
2018
|
||||
Sales
|
$
|
34,567
|
|
|
$
|
67,693
|
|
Three months ended February 28, 2019
|
Retail Pharmacy USA
|
|
Retail Pharmacy International
|
|
Pharmaceutical Wholesale
|
|
Walgreens Boots Alliance, Inc.
|
||||||||
Employee severance and other exit costs
|
$
|
14
|
|
|
$
|
14
|
|
|
$
|
11
|
|
|
$
|
39
|
|
Asset impairments
1
|
—
|
|
|
26
|
|
|
85
|
|
|
111
|
|
||||
Total costs
|
$
|
14
|
|
|
$
|
40
|
|
|
$
|
96
|
|
|
$
|
150
|
|
Six months ended February 28, 2019
|
Retail Pharmacy USA
|
|
Retail Pharmacy International
|
|
Pharmaceutical Wholesale
|
|
Walgreens Boots Alliance, Inc.
|
||||||||
Employee severance and other exit costs
|
$
|
16
|
|
|
$
|
35
|
|
|
$
|
11
|
|
|
$
|
62
|
|
Asset impairments
1
|
—
|
|
|
32
|
|
|
85
|
|
|
117
|
|
||||
Total costs
|
$
|
16
|
|
|
$
|
67
|
|
|
$
|
96
|
|
|
$
|
179
|
|
1
|
Primarily includes write down of certain software and inventory.
|
|
|
Employee severance and other exit costs
|
|
Asset impairments
|
|
Total
|
||||||
Balance at August 31, 2018
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Costs
|
|
62
|
|
|
117
|
|
|
179
|
|
|||
Payments
|
|
(33
|
)
|
|
—
|
|
|
(33
|
)
|
|||
Other - non cash
|
|
—
|
|
|
(117
|
)
|
|
(117
|
)
|
|||
Balance at February 28, 2019
|
|
$
|
30
|
|
|
$
|
—
|
|
|
$
|
30
|
|
|
Three months ended February 28, 2019
|
|
Six months ended February 28, 2019
|
||||
Lease obligations and other real estate costs
|
$
|
9
|
|
|
$
|
2
|
|
Employee severance and other exit costs
|
22
|
|
|
49
|
|
||
Total costs
|
$
|
31
|
|
|
$
|
51
|
|
|
Lease obligations and other real estate costs
|
|
Employee severance and other exit costs
|
|
Total
|
||||||
Balance at August 31, 2018
|
$
|
308
|
|
|
$
|
21
|
|
|
$
|
329
|
|
Costs
|
2
|
|
|
49
|
|
|
51
|
|
|||
Payments
|
(91
|
)
|
|
(56
|
)
|
|
(147
|
)
|
|||
Other - non cash
1
|
103
|
|
|
—
|
|
|
103
|
|
|||
Balance at February 28, 2019
|
$
|
321
|
|
|
$
|
14
|
|
|
$
|
336
|
|
1
|
Primarily represents unfavorable lease liabilities from acquired Rite Aid stores.
|
|
|
Real estate
costs
|
|
Severance and
other business
transition and
exit costs
|
|
Total
|
||||||
Balance at August 31, 2018
|
|
$
|
414
|
|
|
$
|
7
|
|
|
$
|
421
|
|
Payments
|
|
(44
|
)
|
|
(2
|
)
|
|
(46
|
)
|
|||
Other - non cash
|
|
19
|
|
|
—
|
|
|
19
|
|
|||
Balance at February 28, 2019
|
|
$
|
390
|
|
|
$
|
5
|
|
|
$
|
395
|
|
|
For the six months ended February 28, 2019
|
|
For the twelve months ended August 31, 2018
|
||||
Balance at beginning of period
|
$
|
964
|
|
|
$
|
718
|
|
Provision for present value of non-cancellable lease payments on closed facilities
|
1
|
|
|
52
|
|
||
Changes in assumptions
|
21
|
|
|
19
|
|
||
Accretion expense
|
20
|
|
|
58
|
|
||
Other - non cash
1
|
86
|
|
|
338
|
|
||
Cash payments, net of sublease income
|
(164
|
)
|
|
(221
|
)
|
||
Balance at end of period
|
$
|
928
|
|
|
$
|
964
|
|
1
|
Represents unfavorable lease liabilities from acquired Rite Aid stores.
|
|
February 28, 2019
|
|
August 31, 2018
|
||||||||
|
Carrying
value
|
|
Ownership
percentage
|
|
Carrying
value
|
|
Ownership
percentage
|
||||
AmerisourceBergen
|
$
|
5,212
|
|
|
27%
|
|
$
|
5,138
|
|
|
26%
|
Others
|
1,471
|
|
|
8% - 50%
|
|
1,472
|
|
|
8% - 50%
|
||
Total
|
$
|
6,683
|
|
|
|
|
$
|
6,610
|
|
|
|
|
Retail
Pharmacy USA
|
|
Retail
Pharmacy
International
|
|
Pharmaceutical
Wholesale
|
|
Walgreens
Boots
Alliance, Inc.
|
||||||||
Balance at August 31, 2018
|
$
|
10,483
|
|
|
$
|
3,370
|
|
|
$
|
3,061
|
|
|
$
|
16,914
|
|
Acquisitions
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
||||
Disposals
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
||||
Currency translation adjustments
|
—
|
|
|
59
|
|
|
54
|
|
|
113
|
|
||||
Balance at February 28, 2019
|
$
|
10,491
|
|
|
$
|
3,421
|
|
|
$
|
3,115
|
|
|
$
|
17,027
|
|
|
February 28, 2019
|
|
August 31, 2018
|
||||
Gross amortizable intangible assets
|
|
|
|
||||
Customer relationships and loyalty card holders
|
$
|
4,421
|
|
|
$
|
4,235
|
|
Favorable lease interests and non-compete agreements
|
669
|
|
|
680
|
|
||
Trade names and trademarks
|
507
|
|
|
489
|
|
||
Purchasing and payer contracts
|
382
|
|
|
390
|
|
||
Total gross amortizable intangible assets
|
5,979
|
|
|
5,794
|
|
||
|
|
|
|
||||
Accumulated amortization
|
|
|
|
|
|
||
Customer relationships and loyalty card holders
|
$
|
1,147
|
|
|
$
|
997
|
|
Favorable lease interests and non-compete agreements
|
386
|
|
|
359
|
|
||
Trade names and trademarks
|
242
|
|
|
206
|
|
||
Purchasing and payer contracts
|
86
|
|
|
78
|
|
||
Total accumulated amortization
|
1,861
|
|
|
1,640
|
|
||
Total amortizable intangible assets, net
|
$
|
4,118
|
|
|
$
|
4,154
|
|
|
|
|
|
||||
Indefinite-lived intangible assets
|
|
|
|
|
|
||
Trade names and trademarks
|
$
|
5,688
|
|
|
$
|
5,557
|
|
Pharmacy licenses
|
2,126
|
|
|
2,072
|
|
||
Total indefinite-lived intangible assets
|
$
|
7,814
|
|
|
$
|
7,629
|
|
|
|
|
|
||||
Total intangible assets, net
|
$
|
11,932
|
|
|
$
|
11,783
|
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
||||||||||
Estimated annual amortization expense
|
$
|
483
|
|
|
$
|
432
|
|
|
$
|
412
|
|
|
$
|
378
|
|
|
$
|
361
|
|
|
February 28, 2019
|
|
August 31, 2018
|
||||
Short-term debt
1
|
|
|
|
||||
Commercial paper
|
$
|
3,027
|
|
|
$
|
430
|
|
Credit facilities
2
|
644
|
|
|
999
|
|
||
$8 billion note issuance
3,4
|
|
|
|
||||
2.700% unsecured notes due 2019
|
1,249
|
|
|
—
|
|
||
$1 billion note issuance
5
|
|
|
|
|
|
||
5.250% unsecured notes due 2019
6
|
—
|
|
|
249
|
|
||
Other
7
|
436
|
|
|
288
|
|
||
Total short-term debt
|
$
|
5,356
|
|
|
$
|
1,966
|
|
|
|
|
|
||||
Long-term debt
1
|
|
|
|
|
|
||
$6 billion note issuance
3,4
|
|
|
|
|
|
||
3.450% unsecured notes due 2026
|
$
|
1,889
|
|
|
$
|
1,888
|
|
4.650% unsecured notes due 2046
|
590
|
|
|
590
|
|
||
$8 billion note issuance
3,4
|
|
|
|
|
|
||
2.700% unsecured notes due 2019
|
—
|
|
|
1,248
|
|
||
3.300% unsecured notes due 2021
|
1,246
|
|
|
1,245
|
|
||
3.800% unsecured notes due 2024
|
1,991
|
|
|
1,990
|
|
||
4.500% unsecured notes due 2034
|
495
|
|
|
495
|
|
||
4.800% unsecured notes due 2044
|
1,492
|
|
|
1,492
|
|
||
£700 million note issuance
3,4
|
|
|
|
|
|
||
2.875% unsecured Pound sterling notes due 2020
|
531
|
|
|
517
|
|
||
3.600% unsecured Pound sterling notes due 2025
|
397
|
|
|
387
|
|
||
€750 million note issuance
3,4
|
|
|
|
|
|
||
2.125% unsecured Euro notes due 2026
|
849
|
|
|
868
|
|
||
$4 billion note issuance
3,5
|
|
|
|
|
|
||
3.100% unsecured notes due 2022
|
1,196
|
|
|
1,196
|
|
||
4.400% unsecured notes due 2042
|
493
|
|
|
492
|
|
||
Credit facilities
2
|
1,500
|
|
|
—
|
|
||
Other
8
|
15
|
|
|
23
|
|
||
Total long-term debt, less current portion
|
$
|
12,685
|
|
|
$
|
12,431
|
|
1
|
Carrying values are presented net of unamortized discount and debt issuance costs, where applicable, and foreign currency denominated debt has been translated using the spot rates at
February 28, 2019
and
August 31, 2018
, respectively.
|
2
|
Credit facilities include debt outstanding under the January 2019 364-Day Revolving Credit Agreement, the December 2018 Revolving Credit Agreement, the December 2018 Term Loan Credit Agreement, the November 2018 Credit Agreement and the August 2018 Revolving Credit Agreement, which are described in more detail below.
|
3
|
The
$6 billion
,
$8 billion
,
£0.7 billion
,
€0.75 billion
and
$4 billion
note issuances as of
February 28, 2019
had fair values and carrying values of
$2.4 billion
and
$2.5 billion
,
$6.4 billion
and
$6.5 billion
,
$0.9 billion
and
$0.9 billion
,
$0.9 billion
and
$0.8 billion
and
$1.6 billion
and
$1.7 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
February 28, 2019
spot rate, as applicable. The fair values and carrying values of these issuances do not include notes that have been redeemed or repaid as of
February 28, 2019
.
|
4
|
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.
|
5
|
Notes are senior debt obligations of Walgreen Co. and rank equally with all other unsecured and unsubordinated indebtedness of Walgreen Co. 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.
|
6
|
Includes interest rate swap fair market value adjustments. See note
9
,
fair value measurements
, for additional fair value disclosures.
|
7
|
Other short-term debt represents a mix of fixed and variable rate debt with various maturities and working capital facilities denominated in various currencies.
|
8
|
Other long-term debt represents a mix of fixed and variable rate debt in various currencies with various maturities.
|
February 28, 2019
|
|
Notional
|
|
Fair value
|
|
Location in Consolidated Condensed Balance Sheets
|
||||
Derivatives designated as hedges:
|
|
|
|
|
|
|
||||
Cross currency interest rate swaps
|
|
$
|
623
|
|
|
$
|
16
|
|
|
Other non-current liabilities
|
Derivatives not designated as hedges:
|
|
|
|
|
|
|
||||
Foreign currency forwards
|
|
748
|
|
|
3
|
|
|
Other current assets
|
||
Foreign currency forwards
|
|
2,807
|
|
|
92
|
|
|
Accrued expenses and other liabilities
|
August 31, 2018
|
|
Notional
|
|
Fair value
|
|
Location in Consolidated Condensed Balance Sheets
|
||||
Derivatives designated as hedges:
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
$
|
250
|
|
|
$
|
1
|
|
|
Accrued expenses and other liabilities
|
Foreign currency forwards
|
|
15
|
|
|
—
|
|
|
Other current assets
|
||
Derivatives not designated as hedges:
|
|
|
|
|
|
|
||||
Foreign currency forwards
|
|
3,273
|
|
|
52
|
|
|
Other current assets
|
||
Foreign currency forwards
|
|
825
|
|
|
4
|
|
|
Accrued expenses and other liabilities
|
|
|
|
Three months ended
February 28, |
|
Six months ended
February 28, |
||||||||||||
|
Location in Consolidated
Condensed Statements of Earnings
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Foreign currency forwards
|
Selling, general and administrative expenses
|
|
$
|
(106
|
)
|
|
$
|
(164
|
)
|
|
$
|
(60
|
)
|
|
$
|
(183
|
)
|
Foreign currency forwards
|
Other income (expense)
|
|
(6
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
33
|
|
|
February 28, 2019
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets
:
|
|
|
|
|
|
|
|
||||||||
Money market funds
1
|
$
|
142
|
|
|
$
|
142
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Available-for-sale investments
2
|
5
|
|
|
5
|
|
|
—
|
|
|
—
|
|
||||
Foreign currency forwards
3
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||||
Liabilities
:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency forwards
3
|
92
|
|
|
—
|
|
|
92
|
|
|
—
|
|
||||
Cross currency interest rate swaps
4
|
16
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
August 31, 2018
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets
:
|
|
|
|
|
|
|
|
||||||||
Money market funds
1
|
$
|
227
|
|
|
$
|
227
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Available-for-sale investments
2
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Foreign currency forwards
3
|
52
|
|
|
—
|
|
|
52
|
|
|
—
|
|
||||
Liabilities
:
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest rate swaps
4
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Foreign currency forwards
3
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
1
|
Money market funds are valued at the closing price reported by the fund sponsor.
|
2
|
Fair value of quoted investments are based on current bid prices as of
February 28, 2019
and
August 31, 2018
.
|
3
|
The fair value of 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.
|
4
|
The fair value of interest rate swaps and cross currency interest rate swaps is calculated by discounting the estimated future cash flows based on the applicable observable yield curves. See note
8
,
financial instruments
, for additional information.
|
|
|
Three months ended
February 28, |
|
Six months ended
February 28, |
||||||||||||
|
Location in Consolidated Condensed Statements of Earnings
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Service costs
|
Selling, general and administrative expenses
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
3
|
|
Interest costs
|
Other expense
1
|
50
|
|
|
49
|
|
|
99
|
|
|
96
|
|
||||
Expected returns on plan assets/other
|
Other income
1
|
(64
|
)
|
|
(53
|
)
|
|
(124
|
)
|
|
(104
|
)
|
||||
Total net periodic pension costs (income)
|
|
$
|
(13
|
)
|
|
$
|
(3
|
)
|
|
$
|
(23
|
)
|
|
$
|
(5
|
)
|
|
Pension/ post-
retirement obligations |
|
Unrealized
gain (loss) on hedges |
|
Share of AOCI of
equity method investments |
|
Cumulative
translation adjustments |
|
Total
|
||||||||||
Balance at November 30, 2018
|
$
|
97
|
|
|
$
|
(27
|
)
|
|
$
|
4
|
|
|
$
|
(3,305
|
)
|
|
$
|
(3,231
|
)
|
Other comprehensive income (loss) before reclassification adjustments
|
—
|
|
|
(19
|
)
|
|
(2
|
)
|
|
537
|
|
|
516
|
|
|||||
Amounts reclassified from AOCI
|
(4
|
)
|
|
2
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
|||||
Tax benefit (provision)
|
2
|
|
|
4
|
|
|
—
|
|
|
(1
|
)
|
|
5
|
|
|||||
Net change in other comprehensive
income (loss) |
(2
|
)
|
|
(13
|
)
|
|
(2
|
)
|
|
543
|
|
|
526
|
|
|||||
Balance at February 28, 2019
|
$
|
95
|
|
|
$
|
(40
|
)
|
|
$
|
2
|
|
|
$
|
(2,762
|
)
|
|
$
|
(2,705
|
)
|
|
Pension/ post-
retirement obligations |
|
Unrealized
gain (loss) on hedges |
|
Share of AOCI of
equity method investments |
|
Cumulative
translation adjustments |
|
Total
|
||||||||||
Balance at August 31, 2018
|
$
|
101
|
|
|
$
|
(30
|
)
|
|
$
|
3
|
|
|
$
|
(3,076
|
)
|
|
$
|
(3,002
|
)
|
Other comprehensive income (loss) before reclassification adjustments
|
—
|
|
|
(16
|
)
|
|
(1
|
)
|
|
309
|
|
|
292
|
|
|||||
Amounts reclassified from AOCI
|
(8
|
)
|
|
3
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
|||||
Tax benefit (provision)
|
2
|
|
|
3
|
|
|
—
|
|
|
(2
|
)
|
|
3
|
|
|||||
Net change in other comprehensive
income (loss) |
(6
|
)
|
|
(10
|
)
|
|
(1
|
)
|
|
314
|
|
|
297
|
|
|||||
Balance at February 28, 2019
|
$
|
95
|
|
|
$
|
(40
|
)
|
|
$
|
2
|
|
|
$
|
(2,762
|
)
|
|
$
|
(2,705
|
)
|
|
Pension/ post-
retirement obligations |
|
Unrealized
gain (loss) on hedges |
|
Share of AOCI of
equity method investments |
|
Cumulative
translation adjustments |
|
Total
|
||||||||||
Balance at November 30, 2017
|
$
|
(139
|
)
|
|
$
|
(33
|
)
|
|
$
|
—
|
|
|
$
|
(2,371
|
)
|
|
$
|
(2,543
|
)
|
Other comprehensive income (loss) before reclassification adjustments
|
—
|
|
|
—
|
|
|
1
|
|
|
381
|
|
|
382
|
|
|||||
Amounts reclassified from AOCI
|
(3
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||
Tax benefit (provision)
|
1
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||||
Net change in other comprehensive
income (loss) |
(2
|
)
|
|
1
|
|
|
—
|
|
|
381
|
|
|
380
|
|
|||||
Balance at February 28, 2018
|
$
|
(141
|
)
|
|
$
|
(32
|
)
|
|
$
|
—
|
|
|
$
|
(1,990
|
)
|
|
$
|
(2,163
|
)
|
|
Pension/ post-
retirement obligations |
|
Unrealized
gain (loss) on hedges |
|
Share of AOCI of
equity method investments |
|
Cumulative
translation adjustments |
|
Total
|
||||||||||
Balance at August 31, 2017
|
$
|
(139
|
)
|
|
$
|
(33
|
)
|
|
$
|
(2
|
)
|
|
$
|
(2,877
|
)
|
|
$
|
(3,051
|
)
|
Other comprehensive income (loss) before reclassification adjustments
|
(1
|
)
|
|
—
|
|
|
4
|
|
|
887
|
|
|
890
|
|
|||||
Amounts reclassified from AOCI
|
(3
|
)
|
|
2
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Tax benefit (provision)
|
2
|
|
|
(1
|
)
|
|
(2
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
Net change in other comprehensive
income (loss) |
(2
|
)
|
|
1
|
|
|
2
|
|
|
887
|
|
|
888
|
|
|||||
Balance at February 28, 2018
|
$
|
(141
|
)
|
|
$
|
(32
|
)
|
|
$
|
—
|
|
|
$
|
(1,990
|
)
|
|
$
|
(2,163
|
)
|
|
Retail
Pharmacy
USA
|
|
Retail
Pharmacy
International
|
|
Pharmaceutical
Wholesale
|
|
Eliminations
1
|
|
Walgreens
Boots
Alliance, Inc.
|
||||||||||
Three months ended February 28, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales
|
$
|
26,257
|
|
|
$
|
3,082
|
|
|
$
|
5,738
|
|
|
$
|
(549
|
)
|
|
$
|
34,528
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted operating income
|
$
|
1,455
|
|
|
$
|
256
|
|
|
$
|
225
|
|
|
$
|
(1
|
)
|
|
$
|
1,935
|
|
Acquisition-related amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
(123
|
)
|
|||||
Transformational cost management
|
|
|
|
|
|
|
|
|
|
|
|
|
(150
|
)
|
|||||
Acquisition-related costs
|
|
|
|
|
|
|
|
|
|
|
|
|
(82
|
)
|
|||||
Adjustments to equity earnings in AmerisourceBergen
|
|
|
|
|
|
|
|
|
(9
|
)
|
|||||||||
Store optimization
|
|
|
|
|
|
|
|
|
(31
|
)
|
|||||||||
LIFO provision
|
|
|
|
|
|
|
|
|
|
|
|
|
(8
|
)
|
|||||
Certain legal and regulatory accruals and settlements
|
|
|
|
|
|
|
|
|
|
|
|
|
(14
|
)
|
|||||
Operating income
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,517
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Three months ended February 28, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Sales
|
$
|
24,478
|
|
|
$
|
3,317
|
|
|
$
|
5,755
|
|
|
$
|
(529
|
)
|
|
$
|
33,021
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted operating income
3
|
$
|
1,650
|
|
|
$
|
276
|
|
|
$
|
231
|
|
|
$
|
3
|
|
|
$
|
2,160
|
|
Acquisition-related amortization
|
|
|
|
|
|
|
|
|
(113
|
)
|
|||||||||
Acquisition-related costs
|
|
|
|
|
|
|
|
|
|
|
|
|
(65
|
)
|
|||||
Adjustments to equity earnings in AmerisourceBergen
|
|
|
|
|
|
|
|
|
113
|
|
|||||||||
LIFO provision
|
|
|
|
|
|
|
|
|
|
|
|
|
(43
|
)
|
|||||
Certain legal and regulatory accruals and settlements
2
|
|
|
|
|
|
|
|
|
|
|
|
|
(90
|
)
|
|||||
Asset recovery
|
|
|
|
|
|
|
|
|
15
|
|
|||||||||
Operating income
3
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,977
|
|
|
Retail
Pharmacy
USA
|
|
Retail
Pharmacy
International
|
|
Pharmaceutical
Wholesale
|
|
Eliminations
1
|
|
Walgreens
Boots
Alliance, Inc.
|
||||||||||
Six months ended February 28, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales
|
$
|
51,979
|
|
|
$
|
5,982
|
|
|
$
|
11,446
|
|
|
$
|
(1,086
|
)
|
|
$
|
68,321
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted operating income
|
$
|
2,834
|
|
|
$
|
388
|
|
|
$
|
445
|
|
|
$
|
—
|
|
|
$
|
3,667
|
|
Acquisition-related amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
(246
|
)
|
|||||
Transformational cost management
|
|
|
|
|
|
|
|
|
|
|
|
|
(179
|
)
|
|||||
Acquisition-related costs
|
|
|
|
|
|
|
|
|
|
|
|
|
(148
|
)
|
|||||
Adjustments to equity earnings in AmerisourceBergen
|
|
|
|
|
|
|
|
|
|
|
|
|
(54
|
)
|
|||||
Store optimization
|
|
|
|
|
|
|
|
|
|
|
|
|
(51
|
)
|
|||||
LIFO provision
|
|
|
|
|
|
|
|
|
(48
|
)
|
|||||||||
Certain legal and regulatory accruals and settlements
|
|
|
|
|
|
|
|
|
(24
|
)
|
|||||||||
Operating income
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,918
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Six months ended February 28, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Sales
|
$
|
46,967
|
|
|
$
|
6,400
|
|
|
$
|
11,473
|
|
|
$
|
(1,079
|
)
|
|
$
|
63,761
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted operating income
3
|
$
|
3,028
|
|
|
$
|
481
|
|
|
$
|
456
|
|
|
$
|
1
|
|
|
$
|
3,966
|
|
Acquisition-related amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
(198
|
)
|
|||||
Acquisition-related costs
|
|
|
|
|
|
|
|
|
(116
|
)
|
|||||||||
Adjustments to equity earnings in AmerisourceBergen
|
|
|
|
|
|
|
|
|
|
|
|
|
(76
|
)
|
|||||
LIFO provision
|
|
|
|
|
|
|
|
|
|
|
|
|
(97
|
)
|
|||||
Certain legal and regulatory accruals and settlements
2
|
|
|
|
|
|
|
|
|
|
|
|
|
(115
|
)
|
|||||
Hurricane-related costs
|
|
|
|
|
|
|
|
|
(83
|
)
|
|||||||||
Asset recovery
|
|
|
|
|
|
|
|
|
|
|
|
|
15
|
|
|||||
Operating income
3
|
|
|
|
|
|
|
|
|
$
|
3,296
|
|
|
Three months ended February 28,
|
|
Six months ended February 28,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Retail Pharmacy USA
|
|
|
|
|
|
|
|
||||||||
Pharmacy
|
$
|
18,892
|
|
|
$
|
17,208
|
|
|
$
|
38,039
|
|
|
$
|
33,487
|
|
Retail
|
7,366
|
|
|
7,270
|
|
|
13,940
|
|
|
13,480
|
|
||||
Total
|
26,257
|
|
|
24,478
|
|
|
51,979
|
|
|
46,967
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Retail Pharmacy International
|
|
|
|
|
|
|
|
||||||||
Pharmacy
|
1,010
|
|
|
1,095
|
|
|
2,049
|
|
|
2,202
|
|
||||
Retail
|
2,072
|
|
|
2,222
|
|
|
3,933
|
|
|
4,198
|
|
||||
Total
|
3,082
|
|
|
3,317
|
|
|
5,982
|
|
|
6,400
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Pharmaceutical Wholesale
|
5,738
|
|
|
5,755
|
|
|
11,446
|
|
|
11,473
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Eliminations
1
|
(549
|
)
|
|
(529
|
)
|
|
(1,086
|
)
|
|
(1,079
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Walgreens Boots Alliance, Inc.
|
$
|
34,528
|
|
|
$
|
33,021
|
|
|
$
|
68,321
|
|
|
$
|
63,761
|
|
1
|
Eliminations relate to intersegment sales between the Pharmaceutical Wholesale and the Retail Pharmacy International segments.
|
|
Three months ended
February 28, |
|
Six months ended
February 28, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Purchases, net
|
$
|
14,064
|
|
|
$
|
12,132
|
|
|
$
|
28,386
|
|
|
$
|
23,736
|
|
|
February 28, 2019
|
|
August 31, 2018
|
||||
Trade accounts payable, net
|
$
|
6,511
|
|
|
$
|
6,274
|
|
|
As reported
|
|
Adjustments
|
|
As revised
|
||||||
Three months ended February 28, 2018
|
|
|
|
|
|
|
|
|
|||
Selling, general and administrative expenses
|
$
|
6,318
|
|
|
$
|
3
|
|
|
$
|
6,321
|
|
Operating income
|
1,980
|
|
|
(3
|
)
|
|
1,977
|
|
|||
Other income (expense)
|
9
|
|
|
3
|
|
|
12
|
|
|
As reported
|
|
Adjustments
|
|
As revised
|
||||||
Six months ended February 28, 2018
|
|
|
|
|
|
|
|
|
|||
Selling, general and administrative expenses
|
$
|
12,225
|
|
|
$
|
6
|
|
|
$
|
12,231
|
|
Operating income
|
3,302
|
|
|
(6
|
)
|
|
3,296
|
|
|||
Other income (expense)
|
(128
|
)
|
|
6
|
|
|
(122
|
)
|
|
As reported
|
|
Adjustments
|
|
As revised
|
||||||
Six months ended February 28, 2018
|
|
|
|
|
|
|
|
|
|||
Trade accounts payable
|
$
|
592
|
|
|
$
|
7
|
|
|
$
|
599
|
|
Accrued expenses and other liabilities
|
182
|
|
|
6
|
|
|
188
|
|
|||
Other non-current assets and liabilities
|
(72
|
)
|
|
20
|
|
|
(52
|
)
|
|||
Net cash provided by operating activities
|
3,176
|
|
|
32
|
|
|
3,208
|
|
|||
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
44
|
|
|
12
|
|
|
56
|
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
(1,552
|
)
|
|
44
|
|
|
(1,508
|
)
|
|||
Cash, cash equivalents and restricted cash at beginning of period
|
3,301
|
|
|
195
|
|
|
3,496
|
|
|||
Cash, cash equivalents and restricted cash at end of period
|
$
|
1,749
|
|
|
$
|
239
|
|
|
$
|
1,988
|
|
|
Three months ended
February 28, |
|
Six months ended
February 28, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Depreciation expense
|
$
|
360
|
|
|
$
|
347
|
|
|
$
|
717
|
|
|
$
|
682
|
|
Intangible asset and other amortization
|
139
|
|
|
95
|
|
|
273
|
|
|
176
|
|
||||
Total depreciation and amortization expense
|
$
|
499
|
|
|
$
|
442
|
|
|
$
|
990
|
|
|
$
|
858
|
|
|
February 28, 2019
|
|
August 31, 2018
|
||||
Cash and cash equivalents
|
$
|
818
|
|
|
$
|
785
|
|
Restricted cash (included in other current assets)
|
191
|
|
|
190
|
|
||
Cash, cash equivalents and restricted cash
|
$
|
1,009
|
|
|
$
|
975
|
|
Quarter ended
|
|
2019
|
|
2018
|
||||
November
|
|
$
|
0.440
|
|
|
$
|
0.400
|
|
February
|
|
0.440
|
|
|
0.400
|
|
||
|
|
$
|
0.880
|
|
|
$
|
0.800
|
|
•
|
Retail Pharmacy USA;
|
•
|
Retail Pharmacy International; and
|
•
|
Pharmaceutical Wholesale.
|
|
(in millions, except per share amounts)
|
||||||||||||||
|
Three months ended
February 28, |
|
Six months ended
February 28, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Sales
|
$
|
34,528
|
|
|
$
|
33,021
|
|
|
$
|
68,321
|
|
|
$
|
63,761
|
|
Gross profit
|
7,754
|
|
|
8,096
|
|
|
15,395
|
|
|
15,437
|
|
||||
Selling, general and administrative expenses
|
6,320
|
|
|
6,321
|
|
|
12,599
|
|
|
12,231
|
|
||||
Equity earnings in AmerisourceBergen
|
83
|
|
|
202
|
|
|
121
|
|
|
90
|
|
||||
Operating income
|
1,517
|
|
|
1,977
|
|
|
2,918
|
|
|
3,296
|
|
||||
Adjusted operating income (Non-GAAP measure)
1
|
1,935
|
|
|
2,160
|
|
|
3,667
|
|
|
3,966
|
|
||||
Earnings before interest and income tax provision
|
1,536
|
|
|
1,989
|
|
|
2,963
|
|
|
3,174
|
|
||||
Net earnings attributable to Walgreens Boots Alliance, Inc.
|
1,156
|
|
|
1,349
|
|
|
2,279
|
|
|
2,170
|
|
||||
Adjusted net earnings attributable to Walgreens Boots Alliance, Inc. (Non-GAAP measure)
1
|
1,522
|
|
|
1,721
|
|
|
2,908
|
|
|
3,016
|
|
||||
Net earnings per common share – diluted
|
1.24
|
|
|
1.36
|
|
|
2.42
|
|
|
2.16
|
|
||||
Adjusted net earnings per common share – diluted (Non-GAAP measure)
1
|
1.64
|
|
|
1.73
|
|
|
3.09
|
|
|
3.01
|
|
|
Percentage increases (decreases)
|
||||||||
|
Three months ended
February 28, |
|
Six months ended
February 28, |
||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||
Sales
|
4.6
|
|
|
12.1
|
|
7.2
|
|
|
10.0
|
Gross profit
|
(4.2
|
)
|
|
7.1
|
|
(0.3
|
)
|
|
5.2
|
Selling, general and administrative expenses
|
—
|
|
|
3.4
|
|
3.0
|
|
|
3.7
|
Operating income
|
(23.3
|
)
|
|
32.7
|
|
(11.5
|
)
|
|
11.9
|
Adjusted operating income (Non-GAAP measure)
1
|
(10.4
|
)
|
|
6.6
|
|
(7.5
|
)
|
|
5.5
|
Earnings before interest and income tax provision
|
(22.8
|
)
|
|
35.9
|
|
(6.7
|
)
|
|
9.0
|
Net earnings attributable to Walgreens Boots Alliance, Inc.
|
(14.3
|
)
|
|
27.3
|
|
5.1
|
|
|
2.6
|
Adjusted net earnings attributable to Walgreens Boots Alliance, Inc. (Non-GAAP measure)
1
|
(11.5
|
)
|
|
16.6
|
|
(3.6
|
)
|
|
12.7
|
Net earnings per common share – diluted
|
(8.3
|
)
|
|
38.8
|
|
12.0
|
|
|
11.3
|
Adjusted net earnings per common share – diluted (Non-GAAP measure)
1
|
(5.4
|
)
|
|
27.2
|
|
2.8
|
|
|
22.4
|
|
Percent to sales
|
||||||
|
Three months ended
February 28, |
|
Six months ended
February 28, |
||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
Gross margin
|
22.5
|
|
24.5
|
|
22.5
|
|
24.2
|
Selling, general and administrative expenses
|
18.3
|
|
19.1
|
|
18.4
|
|
19.2
|
1
|
See “--Non-GAAP Measures” below for a reconciliation to the most directly comparable financial measure calculated in accordance with GAAP.
|
|
(in millions, except location amounts)
|
||||||||||||||
|
Three months ended
February 28, |
|
Six months ended
February 28, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Sales
|
$
|
26,257
|
|
|
$
|
24,478
|
|
|
$
|
51,979
|
|
|
$
|
46,967
|
|
Gross profit
|
6,067
|
|
|
6,267
|
|
|
12,067
|
|
|
11,869
|
|
||||
Selling, general and administrative expenses
|
4,840
|
|
|
4,864
|
|
|
9,675
|
|
|
9,339
|
|
||||
Operating income
|
1,226
|
|
|
1,403
|
|
|
2,393
|
|
|
2,530
|
|
||||
Adjusted operating income (Non-GAAP measure)
1
|
1,455
|
|
|
1,650
|
|
|
2,834
|
|
|
3,028
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Number of prescriptions
2
|
211.9
|
|
|
204.2
|
|
|
428.5
|
|
|
400.6
|
|
||||
30-day equivalent prescriptions
2,3
|
286.3
|
|
|
269.2
|
|
|
576.2
|
|
|
529.4
|
|
||||
Number of locations at period end
|
9,446
|
|
|
9,631
|
|
|
9,446
|
|
|
9,631
|
|
|
Percentage increases (decreases)
|
||||||||||
|
Three months ended
February 28, |
|
Six months ended
February 28, |
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Sales
|
7.3
|
|
|
12.2
|
|
|
10.7
|
|
|
10.6
|
|
Gross profit
|
(3.2
|
)
|
|
6.7
|
|
|
1.7
|
|
|
4.9
|
|
Selling, general and administrative expenses
|
(0.5
|
)
|
|
2.3
|
|
|
3.6
|
|
|
2.8
|
|
Operating income
|
(12.6
|
)
|
|
25.0
|
|
|
(5.4
|
)
|
|
13.5
|
|
Adjusted operating income (Non-GAAP measure)
1
|
(11.9
|
)
|
|
6.2
|
|
|
(6.4
|
)
|
|
6.4
|
|
|
|
|
|
|
|
|
|
||||
Comparable store sales
4
|
—
|
|
|
2.4
|
|
|
0.5
|
|
|
3.5
|
|
Pharmacy sales
|
9.8
|
|
|
18.7
|
|
|
13.6
|
|
|
16.4
|
|
Comparable pharmacy sales
4
|
1.9
|
|
|
5.1
|
|
|
2.3
|
|
|
6.2
|
|
Retail sales
|
1.3
|
|
|
(0.7
|
)
|
|
3.5
|
|
|
(1.7
|
)
|
Comparable retail sales
4
|
(3.8
|
)
|
|
(2.7
|
)
|
|
(3.5
|
)
|
|
(1.9
|
)
|
Comparable number of prescriptions
2,4
|
(1.4
|
)
|
|
1.7
|
|
|
(0.8
|
)
|
|
3.5
|
|
Comparable 30-day equivalent prescriptions
2,3,4
|
1.8
|
|
|
4.0
|
|
|
1.9
|
|
|
6.4
|
|
|
Percent to sales
|
||||||
|
Three months ended
February 28, |
|
Six months ended
February 28, |
||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
Gross margin
|
23.1
|
|
25.6
|
|
23.2
|
|
25.3
|
Selling, general and administrative expenses
|
18.4
|
|
19.9
|
|
18.6
|
|
19.9
|
1
|
See “--Non-GAAP Measures” below for a reconciliation to the most directly comparable financial measure calculated in accordance with GAAP.
|
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 stores are not included as comparable stores for the first twelve months after the relocation. Acquired stores are not included as comparable stores for the first twelve months after acquisition or conversion, when applicable, whichever is later. The method of calculating comparable sales varies across the retail industry. As a result, our method of calculating comparable sales may not be the same as other retailers’ methods.
|
|
(in millions, except location amounts)
|
||||||||||||||
|
Three months ended
February 28, |
|
Six months ended
February 28, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Sales
|
$
|
3,082
|
|
|
$
|
3,317
|
|
|
$
|
5,982
|
|
|
$
|
6,400
|
|
Gross profit
|
1,179
|
|
|
1,294
|
|
|
2,306
|
|
|
2,518
|
|
||||
Selling, general and administrative expenses
|
987
|
|
|
1,046
|
|
|
2,036
|
|
|
2,091
|
|
||||
Operating income
|
192
|
|
|
248
|
|
|
270
|
|
|
427
|
|
||||
Adjusted operating income (Non-GAAP measure)
1
|
256
|
|
|
276
|
|
|
388
|
|
|
481
|
|
||||
Number of locations at period end
|
4,626
|
|
|
4,716
|
|
|
4,626
|
|
|
4,716
|
|
|
Percentage increases (decreases)
|
||||||||||
|
Three months ended
February 28, |
|
Six months ended
February 28, |
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Sales
|
(7.1
|
)
|
|
7.0
|
|
|
(6.5
|
)
|
|
5.6
|
|
Gross profit
|
(8.9
|
)
|
|
7.5
|
|
|
(8.4
|
)
|
|
5.8
|
|
Selling, general and administrative expenses
|
(5.7
|
)
|
|
5.0
|
|
|
(2.6
|
)
|
|
5.4
|
|
Operating income
|
(22.6
|
)
|
|
19.2
|
|
|
(36.8
|
)
|
|
7.8
|
|
Adjusted operating income (Non-GAAP measure)
1
|
(6.8
|
)
|
|
9.5
|
|
|
(19.2
|
)
|
|
2.1
|
|
Comparable store sales
2
|
(7.3
|
)
|
|
8.0
|
|
|
(6.1
|
)
|
|
6.2
|
|
Comparable store sales in constant currency
2,3
|
(1.4
|
)
|
|
(1.7
|
)
|
|
(2.0
|
)
|
|
(1.2
|
)
|
Pharmacy sales
|
(7.8
|
)
|
|
10.2
|
|
|
(6.8
|
)
|
|
7.2
|
|
Comparable pharmacy sales
2
|
(6.9
|
)
|
|
10.6
|
|
|
(6.1
|
)
|
|
7.6
|
|
Comparable pharmacy sales in constant currency
2,3
|
(0.7
|
)
|
|
0.6
|
|
|
(1.8
|
)
|
|
0.2
|
|
Retail sales
|
(6.7
|
)
|
|
5.5
|
|
|
(6.4
|
)
|
|
4.7
|
|
Comparable retail sales
2
|
(7.6
|
)
|
|
6.7
|
|
|
(6.2
|
)
|
|
5.4
|
|
Comparable retail sales in constant currency
2,3
|
(1.7
|
)
|
|
(2.8
|
)
|
|
(2.0
|
)
|
|
(1.9
|
)
|
|
Percent to sales
|
||||||
|
Three months ended
February 28, |
|
Six months ended
February 28, |
||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
Gross margin
|
38.2
|
|
39.0
|
|
38.6
|
|
39.3
|
Selling, general and administrative expenses
|
32.0
|
|
31.5
|
|
34.0
|
|
32.7
|
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 subject to a natural disaster in the past twelve months. Relocated stores are not included as comparable stores for the first twelve months after the relocation. Acquired stores are not included as comparable stores for the first twelve months after acquisition or conversion, when applicable, whichever is later. The method of calculating comparable sales varies across the retail industry. As a result, our method of calculating comparable sales may not be the same as other retailers’ 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.
|
|
(in millions, except location amounts)
|
||||||||||||||
|
Three months ended
February 28, |
|
Six months ended
February 28, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Sales
|
$
|
5,738
|
|
|
$
|
5,755
|
|
|
$
|
11,446
|
|
|
$
|
11,473
|
|
Gross profit
|
511
|
|
|
532
|
|
|
1,023
|
|
|
1,054
|
|
||||
Selling, general and administrative expenses
|
493
|
|
|
411
|
|
|
889
|
|
|
806
|
|
||||
Equity earnings in AmerisourceBergen
|
83
|
|
|
202
|
|
|
121
|
|
|
90
|
|
||||
Operating income
|
100
|
|
|
323
|
|
|
255
|
|
|
338
|
|
||||
Adjusted operating income (Non-GAAP measure)
1
|
225
|
|
|
231
|
|
|
445
|
|
|
456
|
|
|
Percentage increases (decreases)
|
||||||||
|
Three months ended
February 28, |
|
Six months ended
February 28, |
||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||
Sales
|
(0.3
|
)
|
|
14.4
|
|
(0.2
|
)
|
|
9.8
|
Gross profit
|
(4.1
|
)
|
|
9.7
|
|
(2.9
|
)
|
|
6.8
|
Selling, general and administrative expenses
|
20.2
|
|
|
13.2
|
|
10.4
|
|
|
11.6
|
Operating income
|
(69.1
|
)
|
|
97.0
|
|
(24.4
|
)
|
|
4.3
|
Adjusted operating income (Non-GAAP measure)
1
|
(3.3
|
)
|
|
2.7
|
|
(2.3
|
)
|
|
1.6
|
Comparable sales
2
|
(0.3
|
)
|
|
14.4
|
|
(0.2
|
)
|
|
9.8
|
Comparable sales in constant currency
2,3
|
9.1
|
|
|
3.4
|
|
7.9
|
|
|
4.0
|
|
Percent to sales
|
||||||
|
Three months ended
February 28, |
|
Six months ended
February 28, |
||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
Gross margin
|
8.9
|
|
9.2
|
|
8.9
|
|
9.2
|
Selling, general and administrative expenses
|
8.6
|
|
7.1
|
|
7.8
|
|
7.0
|
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 February 28, 2018
|
||||||||||||||||||
|
|
Retail
Pharmacy USA |
|
Retail
Pharmacy International |
|
Pharmaceutical
Wholesale |
|
Eliminations
|
|
Walgreens
Boots Alliance, Inc. |
||||||||||
Operating income (GAAP)
1
|
|
$
|
1,403
|
|
|
$
|
248
|
|
|
$
|
323
|
|
|
$
|
3
|
|
|
$
|
1,977
|
|
Acquisition-related amortization
|
|
64
|
|
|
28
|
|
|
21
|
|
|
—
|
|
|
113
|
|
|||||
Acquisition-related costs
|
|
65
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65
|
|
|||||
Adjustments to equity earnings in AmerisourceBergen
|
|
—
|
|
|
—
|
|
|
(113
|
)
|
|
—
|
|
|
(113
|
)
|
|||||
LIFO provision
|
|
43
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43
|
|
|||||
Certain legal and regulatory accruals and settlements
2
|
|
90
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
90
|
|
|||||
Asset recovery
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|||||
Adjusted operating income (Non-GAAP measure)
1
|
|
$
|
1,650
|
|
|
$
|
276
|
|
|
$
|
231
|
|
|
$
|
3
|
|
|
$
|
2,160
|
|
|
|
(in millions)
|
||||||||||||||||||
|
|
Six months ended February 28, 2019
|
||||||||||||||||||
|
|
Retail
Pharmacy USA |
|
Retail
Pharmacy International |
|
Pharmaceutical
Wholesale |
|
Eliminations
|
|
Walgreens
Boots Alliance, Inc. |
||||||||||
Operating income (GAAP)
|
|
$
|
2,393
|
|
|
$
|
270
|
|
|
$
|
255
|
|
|
$
|
—
|
|
|
$
|
2,918
|
|
Acquisition-related amortization
|
|
155
|
|
|
52
|
|
|
39
|
|
|
—
|
|
|
246
|
|
|||||
Transformational cost management
|
|
16
|
|
|
67
|
|
|
96
|
|
|
—
|
|
|
179
|
|
|||||
Acquisition-related costs
|
|
148
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
148
|
|
|||||
Adjustments to equity earnings in AmerisourceBergen
|
|
—
|
|
|
—
|
|
|
54
|
|
|
—
|
|
|
54
|
|
|||||
Store optimization
|
|
51
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51
|
|
|||||
LIFO provision
|
|
48
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48
|
|
|||||
Certain legal and regulatory accruals and settlements
|
|
24
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|||||
Adjusted operating income (Non-GAAP measure)
|
|
$
|
2,834
|
|
|
$
|
388
|
|
|
$
|
445
|
|
|
$
|
—
|
|
|
$
|
3,667
|
|
|
|
(in millions)
|
||||||||||||||||||
|
|
Six months ended February 28, 2018
|
||||||||||||||||||
|
|
Retail
Pharmacy USA |
|
Retail
Pharmacy International |
|
Pharmaceutical
Wholesale |
|
Eliminations
|
|
Walgreens
Boots Alliance, Inc. |
||||||||||
Operating income (GAAP)
1
|
|
$
|
2,530
|
|
|
$
|
427
|
|
|
$
|
338
|
|
|
$
|
1
|
|
|
$
|
3,296
|
|
Acquisition-related amortization
|
|
102
|
|
|
54
|
|
|
42
|
|
|
—
|
|
|
198
|
|
|||||
Acquisition-related costs
|
|
116
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
116
|
|
|||||
Adjustments to equity earnings in AmerisourceBergen
|
|
—
|
|
|
—
|
|
|
76
|
|
|
—
|
|
|
76
|
|
|||||
LIFO provision
|
|
97
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
97
|
|
|||||
Certain legal and regulatory accruals and settlements
2
|
|
115
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
115
|
|
|||||
Hurricane-related costs
|
|
83
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
83
|
|
|||||
Asset recovery
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|||||
Adjusted operating income (Non-GAAP measure)
1
|
|
$
|
3,028
|
|
|
$
|
481
|
|
|
$
|
456
|
|
|
$
|
1
|
|
|
$
|
3,966
|
|
1
|
The Company adopted new accounting guidance in Accounting Standards Update 2017-07 as of September 1, 2018 (fiscal 2019) on a retrospective basis for the Consolidated Condensed Statements of Earnings presentation. This change resulted in reclassification of all the other net cost components (excluding service cost component) of net pension cost and net postretirement benefit cost from selling, general and administrative expenses to other income (expense) with no impact on the Company’s net earnings.
|
2
|
As previously disclosed, beginning in the quarter ended August 31, 2018, management reviewed and refined its practice to include all charges related to the matters included in certain legal and regulatory accruals and settlements. In order to present non-GAAP measures on a consistent basis for fiscal year 2018, the Company included adjustments in the quarter ended August 31, 2018 of $14 million, $50 million and $5 million which were previously accrued in the Company’s financial statements for the quarters ended November 30, 2017, February 28, 2018 and May 31, 2018, respectively. These additional adjustments impact the comparability of such results to the results reported in prior and future quarters.
|
|
|
(in millions, except per share amounts)
|
||||||||||||||
|
|
Three months ended
February 28, |
|
Six months ended
February 28, |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net earnings attributable to Walgreens Boots Alliance, Inc. (GAAP)
|
|
$
|
1,156
|
|
|
$
|
1,349
|
|
|
$
|
2,279
|
|
|
$
|
2,170
|
|
|
|
|
|
|
|
|
|
|
||||||||
Adjustments to operating income:
|
|
|
|
|
|
|
|
|
||||||||
Acquisition-related amortization
|
|
123
|
|
|
113
|
|
|
246
|
|
|
198
|
|
||||
Transformational cost management
|
|
150
|
|
|
—
|
|
|
179
|
|
|
—
|
|
||||
Acquisition-related costs
|
|
82
|
|
|
65
|
|
|
148
|
|
|
116
|
|
||||
Adjustments to equity earnings in AmerisourceBergen
|
|
9
|
|
|
(113
|
)
|
|
54
|
|
|
76
|
|
||||
Store optimization
|
|
31
|
|
|
—
|
|
|
51
|
|
|
—
|
|
||||
LIFO provision
|
|
8
|
|
|
43
|
|
|
48
|
|
|
97
|
|
||||
Certain legal and regulatory accruals and settlements
1
|
|
14
|
|
|
90
|
|
|
24
|
|
|
115
|
|
||||
Hurricane-related costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
83
|
|
||||
Asset recovery
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
(15
|
)
|
||||
Total adjustments to operating income
|
|
417
|
|
|
183
|
|
|
749
|
|
|
670
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Adjustments to other income (expense):
|
|
|
|
|
|
|
|
|
||||||||
Net investment hedging (gain) loss
|
|
6
|
|
|
1
|
|
|
2
|
|
|
(33
|
)
|
||||
Impairment of equity method investment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
170
|
|
||||
Total adjustments to other income (expense)
|
|
6
|
|
|
1
|
|
|
2
|
|
|
137
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Adjustments to interest expense, net:
|
|
|
|
|
|
|
|
|
||||||||
Prefunded acquisition financing costs
|
|
—
|
|
|
5
|
|
|
—
|
|
|
29
|
|
||||
Total adjustments to interest expense, net
|
|
—
|
|
|
5
|
|
|
—
|
|
|
29
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Adjustments to income tax provision:
|
|
|
|
|
|
|
|
|
||||||||
Equity method non-cash tax
|
|
15
|
|
|
61
|
|
|
19
|
|
|
11
|
|
||||
U.S. tax law changes
2
|
|
9
|
|
|
184
|
|
|
(3
|
)
|
|
184
|
|
||||
Tax impact of adjustments
3
|
|
(81
|
)
|
|
(62
|
)
|
|
(139
|
)
|
|
(185
|
)
|
||||
Total adjustments to income tax provision
|
|
(57
|
)
|
|
183
|
|
|
(123
|
)
|
|
10
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Adjusted net earnings attributable to Walgreens Boots Alliance, Inc. (Non-GAAP measure)
|
|
$
|
1,522
|
|
|
$
|
1,721
|
|
|
$
|
2,908
|
|
|
$
|
3,016
|
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted net earnings per common share (GAAP)
|
|
$
|
1.24
|
|
|
$
|
1.36
|
|
|
$
|
2.42
|
|
|
$
|
2.16
|
|
Adjustments to operating income
|
|
0.45
|
|
|
0.18
|
|
|
0.80
|
|
|
0.67
|
|
||||
Adjustments to other income (expense)
|
|
0.01
|
|
|
—
|
|
|
—
|
|
|
0.14
|
|
||||
Adjustments to interest expense, net
|
|
—
|
|
|
0.01
|
|
|
—
|
|
|
0.03
|
|
||||
Adjustments to income tax provision
|
|
(0.06
|
)
|
|
0.18
|
|
|
(0.13
|
)
|
|
0.01
|
|
||||
Adjusted diluted net earnings per common share (Non-GAAP measure)
|
|
$
|
1.64
|
|
|
$
|
1.73
|
|
|
$
|
3.09
|
|
|
$
|
3.01
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding, diluted
|
|
930.7
|
|
|
995.5
|
|
|
941.1
|
|
|
1,003.3
|
|
1
|
As previously disclosed, beginning in the quarter ended August 31, 2018, management reviewed and refined its practice to include all charges related to the matters included in certain legal and regulatory accruals and settlements. In order to present non-GAAP measures on a consistent basis for fiscal year 2018, the Company included adjustments in the quarter ended August 31, 2018 of $14 million, $50 million and $5 million which were previously accrued in the Company’s financial statements for the quarters ended November 30, 2017, February 28, 2018 and May 31, 2018, respectively. These additional adjustments impact the comparability of such results to the results reported in prior and future quarters.
|
2
|
Discrete tax-only items.
|
3
|
Represents the adjustment to the GAAP basis tax provision commensurate with non-GAAP adjustments and the adjusted tax rate true-up.
|
|
|
Six months ended February 28,
|
||||||
|
|
2019
|
|
2018
|
||||
Retail Pharmacy USA
|
|
$
|
605
|
|
|
$
|
474
|
|
Retail Pharmacy International
|
|
135
|
|
|
141
|
|
||
Pharmaceutical Wholesale
|
|
53
|
|
|
51
|
|
||
Total
|
|
$
|
793
|
|
|
$
|
666
|
|
Rating agency
|
Long-term debt rating
|
Commercial paper rating
|
Outlook
|
Fitch
|
BBB
|
F2
|
Stable
|
Moody’s
|
Baa2
|
P-2
|
Stable
|
Standard & Poor’s
|
BBB
|
A-2
|
Stable
|
|
Issuer purchases of equity securities
|
||||||||||||
Period
|
Total number of shares purchased by month
|
|
Average price paid per share
|
|
Total number of shares purchased by month as part of publicly announced repurchase programs
1
|
|
Approximate dollar value of shares that may yet be purchased under the plans or program
1
|
||||||
12/01/18 – 12/31/18
|
9,871,935
|
|
|
$
|
77.01
|
|
|
9,871,935
|
|
|
$
|
5,930,287,594
|
|
01/01/19 – 01/31/19
|
11,747,934
|
|
|
70.72
|
|
|
11,747,934
|
|
|
5,099,308,601
|
|
||
02/01/19 – 02/28/19
|
8,483,493
|
|
|
71.80
|
|
|
8,483,493
|
|
|
4,490,085,284
|
|
||
|
30,103,362
|
|
|
$
|
73.09
|
|
|
30,103,362
|
|
|
$
|
4,490,085,284
|
|
1
|
In June 2018, Walgreens Boots Alliance authorized a stock repurchase program, which authorized the repurchase of up to $10.0 billion of Walgreens Boots Alliance common stock. This program has no specified expiration date.
|
•
|
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
|
|
|
|
|
|
|
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. 1-36759) filed with the SEC on December 31, 2014.
|
|
|
|
|
|
|
|
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. 1-36759) filed with the SEC on June 10, 2016.
|
|
|
|
|
|
|
|
364-Day Revolving Credit Agreement, dated as of January 18, 2019, by and among Walgreens Boots Alliance, Inc., the lenders from time to time party thereto and Mizuho Bank, Ltd., as administrative agent.
|
|
Incorporated by reference to Exhibit 10.1 to Walgreens Boots Alliance, Inc.’s Current Report on Form 8-K (File No. 1-36759) filed with the SEC on January 22, 2019.
|
|
|
|
|
|
|
|
Revolving Credit Agreement, dated as of December 21, 2018, by and among Walgreens Boots Alliance, Inc., the lenders from time to time party thereto and Bank of America, N.A., as administrative agent.
|
|
Incorporated by reference to Exhibit 10.1 to Walgreens Boots Alliance, Inc.’s Current Report on Form 8-K (File No. 1-36759) filed with the SEC on December 26, 2018.
|
|
|
|
|
|
|
|
Term Loan Credit Agreement, dated as of December 5, 2018, by and among Walgreens Boots Alliance, Inc., the lenders from time to time party thereto and Wells Fargo Bank, National Association,
|
|
Incorporated by reference to Exhibit 10.2 to Walgreens Boots Alliance, Inc.’s Current Report on Form 8-K (File No. 1-36759) filed with the SEC on December 6, 2018.
|
|
|
|
|
|
10.4
*
|
|
Offer Letter Agreement, dated as of February 4, 2019, between Walgreens Boots Alliance, Inc. and Heather B. Dixon.
|
|
Incorporated by reference to Exhibit 10.1 to Walgreens Boots Alliance, Inc.’s Current Report on Form 8-K (File No. 1-36759) filed with the SEC on March 14, 2019.
|
|
|
|
|
|
|
Amendment No. 1 to Credit Agreement, dated as of March 25, 2019, by and between Walgreens Boots Alliance, Inc. and Sumitomo Mitsui Banking Corporation, as sole lead arranger and administrative agent, amending that certain Credit Agreement, dated as of November 30, 2018, by and among Walgreens Boots Alliance, Inc., the lenders from time to time party thereto, and Sumitomo Mitsui Banking Corporation, as sole lead arranger and administrative agent.
|
|
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: April 2, 2019
|
/s/ James Kehoe
|
|
James Kehoe
|
|
Executive Vice President and Global Chief Financial Officer
|
|
(Duly authorized officer and principal financial officer)
|
|
|
|
|
|
|
|
|
|
|
WALGREENS BOOTS ALLIANCE, INC.
as the Borrower |
|
By:
|
/s/ Aidan Clare
|
|
Name: Aidan Clare
|
|
Title: Global Treasurer
|
By:
|
/s/ John Devlin
|
|
|
Name: John Devlin
|
|
|
Title: VP Global Treasury - Legal
|
|
|
|
|
|
|
|
|
|
|
Section 1.01
|
Certain Defined Terms 1
|
Section 1.02
|
References 20
|
Section 1.03
|
Eurocurrency Rate 20
|
Section 2.01
|
Description of Facilities; Commitments 21
|
Section 2.02
|
Reserved 21
|
Section 2.03
|
Reserved 21
|
Section 2.04
|
Types of Loans 21
|
Section 2.05
|
Fees; Reductions in Aggregate Revolving Commitment 22
|
Section 2.06
|
[
Reserved
]
23
|
Section 2.07
|
Prepayments and Repayments 23
|
Section 2.08
|
Method of Selecting Types and Interest Periods for New Loans 24
|
Section 2.09
|
Conversion and Continuation of Outstanding Loans 25
|
Section 2.10
|
Interest Rates 26
|
Section 2.11
|
Rates Applicable After Default 26
|
Section 2.12
|
Method of Payment 26
|
Section 2.13
|
Noteless Agreement; Evidence of Indebtedness 27
|
Section 2.14
|
Interest Payment Dates; Interest and Fee Basis 27
|
Section 2.15
|
Notification of Loans, Interest Rates, Prepayments and Commitment Reductions; Availability of Loans 28
|
Section 2.16
|
Lending Installations 28
|
Section 2.17
|
Payments Generally; Administrative Agent’s Clawback 28
|
Section 2.18
|
Replacement of Lender 29
|
Section 2.19
|
Sharing of Payments by Lenders 30
|
Section 2.20
|
Defaulting Lenders 31
|
Section 3.01
|
Yield Protection 32
|
Section 3.02
|
Changes in Capital Adequacy Regulations; Certificates for Reimbursement; Delay in Requests 33
|
Section 3.03
|
Illegality 34
|
Section 3.04
|
Compensation for Losses 35
|
Section 3.05
|
Taxes 36
|
Section 3.06
|
Mitigation Obligations 40
|
Section 3.07
|
Inability to Determine Rates 40
|
Section 3.08
|
Survival 42
|
Section 4.01
|
Initial Effectiveness 42
|
Section 4.02
|
Each Borrowing Date 44
|
Section 5.01
|
Existence and Standing 45
|
Section 5.02
|
Authorization and Validity 45
|
Section 5.03
|
No Conflict; Government Consent 45
|
Section 5.04
|
Financial Statements 45
|
Section 5.05
|
Material Adverse Effect 46
|
Section 5.06
|
Litigation 46
|
Section 5.07
|
Regulation U 46
|
Section 5.08
|
Investment Company Act 46
|
Section 5.09
|
OFAC, FCPA 46
|
Section 5.10
|
Disclosure. 46
|
Section 6.01
|
Financial Reporting 47
|
Section 6.02
|
Use of Proceeds 49
|
Section 6.03
|
Notice of Default 49
|
Section 6.04
|
Conduct of Business 49
|
Section 6.05
|
Compliance with Laws 49
|
Section 6.06
|
Inspection; Keeping of Books and Records 49
|
Section 6.07
|
Merger 50
|
Section 6.08
|
Sale of Assets 50
|
Section 6.09
|
Liens 50
|
Section 6.10
|
Financial Covenant 51
|
Section 6.11
|
Sanctions 52
|
Section 7.01
|
Breach of Representations or Warranties 52
|
Section 7.02
|
Failure to Make Payments When Due 52
|
Section 7.03
|
Breach of Covenants 52
|
Section 7.04
|
Cross Default 52
|
Section 7.05
|
Voluntary Bankruptcy; Appointment of Receiver; Etc 53
|
Section 7.06
|
Involuntary Bankruptcy; Appointment of Receiver; Etc 53
|
Section 7.07
|
Judgments 54
|
Section 7.08
|
Unfunded Liabilities 54
|
Section 7.09
|
Reserved 54
|
Section 7.10
|
Other ERISA Liabilities 54
|
Section 7.11
|
Invalidity of Loan Documents 54
|
Section 8.01
|
Acceleration, Etc 54
|
Section 8.02
|
Amendments 55
|
Section 8.03
|
Preservation of Rights 56
|
Section 9.01
|
Survival of Representations 56
|
Section 9.02
|
Governmental Regulation 57
|
Section 9.03
|
Headings 57
|
Section 9.04
|
Entire Agreement 57
|
Section 9.05
|
Several Obligations; Benefits of this Agreement 57
|
Section 9.06
|
Expenses; Indemnification 57
|
Section 9.07
|
Accounting 59
|
Section 9.08
|
Severability of Provisions 59
|
Section 9.09
|
Nonliability of Lenders 60
|
Section 9.10
|
Confidentiality 60
|
Section 9.11
|
Nonreliance 61
|
Section 9.12
|
Disclosure 61
|
Section 10.01
|
Appointment and Authority 62
|
Section 10.02
|
Rights as a Lender 62
|
Section 10.03
|
Reliance by Administrative Agent 62
|
Section 10.04
|
Exculpatory Provisions 63
|
Section 10.05
|
Delegation of Duties 63
|
Section 10.06
|
Resignation of Administrative Agent 64
|
Section 10.07
|
Non-Reliance on Administrative Agent and Other Lenders 65
|
Section 10.08
|
No Other Duties, Etc. 65
|
Section 10.09
|
Administrative Agent May File Proofs of Claim 65
|
Section 10.10
|
ERISA 66
|
Section 11.01
|
Setoff 67
|
Section 12.01
|
Successors and Assigns 67
|
Section 12.02
|
Dissemination of Information 71
|
Section 12.03
|
Tax Treatment 72
|
Section 13.01
|
Notices; Effectiveness; Electronic Communication 72
|
Section 14.01
|
Counterparts; Effectiveness 74
|
Section 14.02
|
Electronic Execution of Assignments 74
|
Section 15.01
|
Choice of Law 75
|
Section 15.02
|
Consent to Jurisdiction 75
|
Section 15.03
|
Waiver of Jury Trial 76
|
Section 15.04
|
U.S. Patriot Act Notice 76
|
Section 15.05
|
No Advisory or Fiduciary Responsibility 76
|
Section 15.06
|
Judgment Currency 77
|
Section 15.07
|
Acknowledgement and Consent to Bail-In of EEA Financial Institutions 77
|
EXHIBITS
|
|
|
|
|
|
Exhibit A
|
–
|
Form of Compliance Certificate
|
Exhibit B
|
–
|
Form of Assignment and Assumption
|
Exhibit C
Exhibit D
Exhibit E
|
–
–
–
|
Form of Promissory Note
Form of Borrowing Notice
Form of Conversion/Continuation Notice
|
Exhibit F
|
–
|
Form of Officer’s Certificate
|
|
|
|
SCHEDULES
|
|
|
|
|
|
Schedule 1.01
|
–
|
Pricing Schedule
|
Schedule 2.01
|
–
|
Commitment Schedule
|
Schedule 13.01
|
–
|
Certain Addresses for Notices
|
Index Debt Rating
(Moody’s or S&P)
|
Applicable Revolving Commitment Fee Rate
|
Applicable Margin for Eurocurrency Loans (including, with respect to Revolving Loans, LIBOR Daily Floating Rate Loans)
|
Applicable Margin for Alternate Base Rate Loans
|
||
Rating Category 1: ≥ BBB/Baa2
|
0.110
|
%
|
0.75
|
%
|
0.00%
|
Rating Category 2:
<
BBB-/Baa3
|
0.150%
|
1.00%
|
0.00%
|
1.
|
Address of the Borrower:
|
2.
|
Address for the Administrative Agent:
|
3.
|
Wiring Instructions for the Administrative Agent
|
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: April 2, 2019
|
|
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/
|
James Kehoe
|
|
Global Chief Financial Officer
|
Date: April 2, 2019
|
|
James Kehoe
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|