Obligation Walgreens Alliance 3.3% ( US931427AF53 ) en USD

Walgreens Alliance

100 % ▼

Etas-Unis

US931427AF53 ( en USD )

3.3% par an ( paiement semestriel )

18/11/2021 - Obligation échue

Prospectus brochure de l'obligation Walgreens Boots Alliance US931427AF53 en USD 3.3%, échue

2 000 USD

1 250 000 000 USD

931427AF5

N/A

Walgreens Boots Alliance est une entreprise mondiale de soins de santé qui fournit des produits et services pharmaceutiques, ainsi que des produits de santé et de beauté, à travers ses réseaux de pharmacies et de distribution dans le monde.

L'Obligation émise par Walgreens Alliance ( Etas-Unis ) , en USD, avec le code ISIN US931427AF53, paye un coupon de 3.3% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 18/11/2021

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424B5 1 d814275d424b5.htm 424B5
Table of Contents
CALCULATION OF REGISTRATION FEE

Proposed
Maximum
Aggregate
Maximum
Amount of
Amount to be
Offering Price
Aggregate
Registration
Title of Each Class of Securities to be Registered

Registered

per Unit

Offering Price

Fee (1)
$750,000,000 Floating Rate Notes

$750,000,000

100.000%

$750,000,000

$87,150.00
Guarantee of $750,000,000 Floating Rate Notes

N/A

N/A

N/A

N/A (2)
$750,000,000 1.750% Notes due 2017

$750,000,000

99.863%

$748,972,500

$87,030.60
Guarantee of $750,000,000 1.750% Notes due 2017

N/A

N/A

N/A

N/A (2)
$1,250,000,000 2.700% Notes due 2019
$1,250,000,000
99.879%
$1,248,487,500
$145,074.25
Guarantee of $1,250,000,000 2.700% Notes due 2019

N/A

N/A

N/A

N/A (2)
$1,250,000,000 3.300% Notes due 2021
$1,250,000,000
99.727%
$1,246,587,500
$144,853.47
Guarantee of $1,250,000,000 3.300% Notes due 2021

N/A

N/A

N/A

N/A (2)
$2,000,000,000 3.800% Notes due 2024
$2,000,000,000
99.769%
$1,995,380,000
$231,863.16
Guarantee of $2,000,000,000 3.800% Notes due 2024

N/A

N/A

N/A

N/A (2)
$500,000,000 4.500% Notes due 2034

$500,000,000

99.335%

$496,675,000

$57,713.64
Guarantee of $500,000,000 4.500% Notes due 2034

N/A

N/A

N/A

N/A (2)
$1,500,000,000 4.800% Notes due 2044
$1,500,000,000
99.984%
$1,499,760,000
$174,272.11
Guarantee of $1,500,000,000 4.800% Notes due 2044

N/A

N/A

N/A

N/A (2)
Total

$7,985,862,500
$927,957.23

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
(2) The $750,000,000 Floating Rate Notes, $750,000,000 1.750% Notes due 2017, $1,250,000,000 2.700% Notes due 2019, $1,250,000,000
3.300% Notes due 2021, $2,000,000,000 3.800% Notes due 2024, $500,000,000 4.500% Notes due 2034 and $1,500,000,000 4.800% Notes due
2044 will be guaranteed by Walgreen Co. No separate consideration will be received for the guarantees, and no separate fee is payable, pursuant to
Rule 457(n) under the Securities Act.
Table of Contents
File d Pursua nt t o Rule 4 2 4 (b)(5 )
Re gist ra t ion N o. 3 3 3 -1 9 8 7 7 3

PROSPECT U S SU PPLEM EN T
(T o Prospe c t us da t e d N ove m be r 3 , 2 0 1 4 )
$ 8 ,0 0 0 ,0 0 0 ,0 0 0
Wa lgre e ns Boot s Allia nc e , I nc .
$ 7 5 0 ,0 0 0 ,0 0 0 Floa t ing Ra t e N ot e s due 2 0 1 6
$ 7 5 0 ,0 0 0 ,0 0 0 1 .7 5 0 % N ot e s due 2 0 1 7
$ 1 ,2 5 0 ,0 0 0 ,0 0 0 2 .7 0 0 % N ot e s due 2 0 1 9
$ 1 ,2 5 0 ,0 0 0 ,0 0 0 3 .3 0 0 % N ot e s due 2 0 2 1
$ 2 ,0 0 0 ,0 0 0 ,0 0 0 3 .8 0 0 % N ot e s due 2 0 2 4
$ 5 0 0 ,0 0 0 ,0 0 0 4 .5 0 0 % N ot e s due 2 0 3 4
$ 1 ,5 0 0 ,0 0 0 ,0 0 0 4 .8 0 0 % N ot e s due 2 0 4 4

This is an offering by Walgreens Boots Alliance, Inc. ("Walgreens Boots Alliance") of floating rate notes due 2016 (the
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424B5
"floating rate notes"), 1.750% notes due 2017 (the "notes due 2017"), 2.700% notes due 2019 (the "notes due 2019"), 3.300%
notes due 2021 (the "notes due 2021"), 3.800% notes due 2024 (the "notes due 2024"), 4.500% notes due 2034 (the "notes due
2034") and 4.800% notes due 2044 (the "notes due 2044"). The notes due 2017, the notes due 2019, the notes due 2021, the
notes due 2024, the notes due 2034 and the notes due 2044 are collectively referred to as the "fixed rate notes." The floating rate
notes and the fixed rate notes are collectively referred to as the "notes."
Interest on the floating rate notes will be paid quarterly in arrears on February 18, May 18, August 18 and November 18,
beginning February 18, 2015. Interest on the notes due 2017 will be paid semi-annually in arrears on May 17 and November 17 of
each year, beginning on May 17, 2015. Interest on the notes due 2019, the notes due 2021, the notes due 2024, the notes due
2034 and the notes due 2044 will be paid semi-annually in arrears on May 18 and November 18 of each year, beginning on May
18, 2015. The floating rate notes will mature on May 18, 2016, the notes due 2017 will mature on November 17, 2017, the notes
due 2019 will mature on November 18, 2019, the notes due 2021 will mature on November 18, 2021, the notes due 2024 will
mature on November 18, 2024, the notes due 2034 will mature on November 18, 2034 and the notes due 2044 will mature on
November 18, 2044.
On August 2, 2012, we completed the initial investment contemplated by the Purchase and Option Agreement dated
June 18, 2012, as amended on August 5, 2014 (the "Amendment"), by and among Walgreen Co. (together with its successors,
"Walgreens"), Alliance Boots GmbH and AB Acquisitions Holdings Limited (as amended by the Amendment, the "Purchase and
Option Agreement"), which resulted in our acquisition of 45% of the issued and outstanding share capital of Alliance Boots GmbH,
in exchange for $4.025 billion in cash and 83,392,670 shares of Walgreens common stock (the "first step transaction"). The
Purchase and Option Agreement also provided, among other things and subject to the satisfaction or waiver of specified closing
conditions, that we had the right, but not the obligation, to acquire the remaining 55% of the issued and outstanding share capital
of Alliance Boots GmbH (the "call option") in exchange for £3.133 billion in cash, payable in British pounds sterling, and
144,333,468 shares of Walgreens common stock (the "second step shares"), subject to certain specified adjustments (the "second
step transaction"). Pursuant to the Amendment, the call option became exercisable by us on August 5, 2014, and we, through an
indirect wholly owned subsidiary to which Walgreens previously assigned its rights under the call option, exercised the call option
on August 5, 2014.
In addition, in connection with the second step transaction and pursuant to an Agreement and Plan of Merger, dated as of
October 17, 2014 (the "Reorg Merger Agreement"), by and among Walgreens Boots Alliance, Walgreens and Ontario Merger Sub,
Inc., a direct wholly owned subsidiary of Walgreens Boots Alliance ("Merger Sub"), and subject to the satisfaction of specified
closing conditions, including that the second step transaction will be consummated immediately thereafter, immediately prior to the
completion of the second step transaction, Walgreens will be reorganized into a holding company structure (the "reorganization"),
under which Merger Sub will merge with and into Walgreens (the "reorg merger") and Walgreens will survive the reorg merger as a
direct wholly owned subsidiary of Walgreens Boots Alliance. In the reorg merger, each outstanding share of Walgreens common
stock will be converted into one share of common stock of Walgreens Boots Alliance and, accordingly, the second step shares will
be 144,333,468 shares of Walgreens Boots Alliance common stock rather than Walgreens common stock, subject to certain
specified adjustments. Following the consummation of the reorganization and the second step transaction, Alliance Boots GmbH
will be an indirect wholly owned subsidiary of Walgreens Boots Alliance.
Table of Contents
If we do not consummate the second step transaction on or prior to the occurrence of a Special Mandatory Redemption
Trigger (as defined below), Walgreens Boots Alliance will be required to redeem all of the notes at a redemption price equal to
101% of their principal amount plus accrued and unpaid interest to, but excluding, the redemption date. In addition, if the second
step transaction is consummated, but the reorganization is not consummated on or prior to the date of the consummation of the
second step transaction, Walgreens Boots Alliance will promptly (and in any event within 10 Business Days (as defined below)) be
merged with and into Walgreens, with Walgreens surviving such merger and assuming Walgreens Boots Alliance's obligations
under the indenture (as defined below) and the debt securities authenticated and delivered thereunder. We may redeem the fixed
rate notes, at any time in whole or from time to time in part, at the applicable redemption prices described in this prospectus
supplement. If a change of control triggering event as described in this prospectus supplement occurs, unless we have exercised
our option to redeem the fixed rate notes or have defeased the notes as described in the indenture, we will be required to offer to
repurchase the notes at a purchase price equal to 101% of the principal amount of the notes plus accrued and unpaid interest to,
but excluding, the date of purchase.
The notes will be unsecured, unsubordinated debt obligations of Walgreens Boots Alliance and will rank equally in right of
payment with all other unsecured and unsubordinated indebtedness of Walgreens Boots Alliance from time to time outstanding.
Upon issuance, the notes will be fully and unconditionally guaranteed on an unsecured and unsubordinated basis by Walgreens
(the "Walgreens Guarantee"). The Walgreens Guarantee (for so long as it is in place) will be an unsecured, unsubordinated debt
obligation of Walgreens and will rank equally in right of payment with all other unsecured and unsubordinated indebtedness of
Walgreens from time to time outstanding. The purpose of the guarantee by Walgreens is to protect the notes against structural
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424B5
subordination to certain indebtedness of Walgreens following the reorganization.
The notes will be issued only in registered form in minimum denominations of $2,000 and integral multiples of $1,000 in
excess thereof. The notes will not be convertible or exchangeable and are not subject to any sinking fund payments.
We do not intend to apply for listing of the notes on any securities exchange. Currently, there is no public market for the
notes.

I nve st ing in t he not e s involve s risk s. Ple a se re a d "Risk Fa c t ors " inc lude d or inc orpora t e d by re fe re nc e
he re in, a s de sc ribe d be ginning on pa ge S -1 9 of t his prospe c t us supple m e nt .

Public
U nde rw rit ing
Proc e e ds, be fore

offe ring pric e (1 )

disc ount

e x pe nse s, t o us
Per Floating Rate Note

100.000%

0.200%

99.800%
Per Note due 2017

99.863%

0.250%

99.613%
Per Note due 2019

99.879%

0.350%

99.529%
Per Note due 2021

99.727%

0.400%

99.327%
Per Note due 2024

99.769%

0.450%

99.319%
Per Note due 2034

99.335%

0.875%

98.460%
Per Note due 2044

99.984%

0.875%

99.109%
Total

$
7,985,862,500
$
39,250,000
$
7,946,612,500

(1)
Plus accrued interest, if any, from November 18, 2014.
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny ot he r re gula t ory body ha s a pprove d or
disa pprove d of t he se se c urit ie s or pa sse d upon t he a c c ura c y or a de qua c y of t his prospe c t us supple m e nt or
t he a c c om pa nying prospe c t us. Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
We expect that delivery of the notes will be made to investors in book-entry form through the facilities of The Depository
Trust Company, Clearstream Banking, société anonyme, and Euroclear Bank, S.A./N.V., on or about November 18, 2014.

Joint Book-Running Managers

Goldm a n, Sa c hs & Co.

BofA M e rrill Lync h
De ut sc he Ba nk Se c urit ie s
M orga n St a nle y
H SBC

J .P. M orga n

We lls Fa rgo Se c urit ie s
Senior Co-Managers
M U FG

RBS

SOCI ET E GEN ERALE
U niCre dit Ca pit a l M a rk e t s
U S Ba nc orp
Co-Managers
Fift h T hird Se c urit ie s

Lloyds Se c urit ie s
M izuho Se c urit ie s
SM BC N ik k o
BB& T Ca pit a l M a rk e t s

Loop Ca pit a l M a rk e t s
Ra m ire z & Co., I nc .
SunT rust Robinson H um phre y
Prospectus Supplement dated November 6, 2014
Table of Contents
You should rely only on the information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus. We have not, and the underwriters have not, authorized any person to provide you with different or
additional information with respect to this offering. If any person provides you with different or inconsistent information, you should
not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or
sale is not permitted. You should only assume that the information contained or incorporated by reference in this prospectus
supplement and the accompanying prospectus is accurate as of the date on the front of the respective document, regardless of the
time of delivery. Our business, properties, financial condition, results of operations and prospects may have changed since those
dates.

T ABLE OF CON T EN T S
PROSPECT U S SU PPLEM EN T

Pa ge
About This Prospectus Supplement
S-2
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424B5
Cautionary Statements Relating to Forward-Looking Information
S-3
Financial Presentation
S-3
Prospectus Supplement Summary
S-5
Risk Factors
S-19
Use of Proceeds
S-24
Ratio of Earnings to Fixed Charges
S-24
Capitalization
S-26
Unaudited Pro Forma Consolidated Financial Information
S-27
Our Business
S-44
The Business of Alliance Boots
S-46
Description of the Notes
S-49
Description of Other Indebtedness
S-64
Material U.S. Federal Income Tax Considerations
S-67
Underwriting
S-73
Conflicts of Interest
S-77
Legal Matters
S-78
Experts
S-78
Industry And Market Data
S-78
Where You Can Find More Information
S-78
PROSPECT U S

Pa ge
About This Prospectus

1
Where You Can Find More Information

1
The Companies

3
Forward-Looking Statements

4
Ratio of Earnings to Fixed Charges

5
Use of Proceeds

5
Description of Securities

5
Plan of Distribution

13
Legal Matters

15
Experts

15

S-1
Table of Contents
ABOU T T H I S PROSPECT U S SU PPLEM EN T
This document is comprised of two parts. The first part is this prospectus supplement, which contains the terms of this
offering of notes and other information. The second part is the accompanying prospectus dated November 3, 2014, which is part of
the Registration Statement on Form S-3 (No. 333-198773), as amended, and contains more general information, some of which
may not apply to this offering.
This prospectus supplement may add to, update or change the information in the accompanying prospectus. If information in
this prospectus supplement is inconsistent with information in the accompanying prospectus, this prospectus supplement will apply
and will supersede that information in the accompanying prospectus.
It is important for you to read and consider all information contained or incorporated by reference into this prospectus
supplement and the accompanying prospectus in making your investment decision. You should also read and consider the
information in the documents to which we have referred you in "Where You Can Find More Information" in this prospectus
supplement.
No person is authorized to give any information or to make any representation that is different from, or in addition to, those
contained or incorporated by reference into this prospectus supplement or the accompanying prospectus and, if given or made,
such information or representations must not be relied upon as having been authorized. Neither the delivery of this prospectus
supplement and the accompanying prospectus, nor any sale made hereunder, shall under any circumstances create any implication
that there has been no change in our affairs since the date of this prospectus supplement, or that the information contained or
incorporated by reference into this prospectus supplement or the accompanying prospectus is correct as of any time subsequent to
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the date of such information.
The distribution of this prospectus supplement and the accompanying prospectus and the offering of the notes in certain
jurisdictions may be restricted by law. This prospectus supplement and the accompanying prospectus do not constitute an offer to
sell, or an invitation on our behalf or on behalf of the underwriters or any of them, to subscribe to or purchase any of the notes, and
may not be used for or in connection with an offer or solicitation by anyone, in any jurisdiction in which such an offer or solicitation
is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. See "Underwriting."
In this prospectus supplement, unless otherwise stated or the context otherwise requires, references to (i) "we," "us," "our,"
and "Company" refer to, prior to the completion of the reorg merger, Walgreens and its consolidated subsidiaries, which does not
include Alliance Boots, and, following the completion of the reorg merger, Walgreens Boots Alliance and its consolidated
subsidiaries; (ii) "Alliance Boots" refers to Alliance Boots GmbH and its consolidated subsidiaries; (iii) "Walgreens Boots Alliance"
refers to Walgreens Boots Alliance, Inc., and not any of its subsidiaries; and (iv) "Walgreens" refers to Walgreen Co., and not any
of its subsidiaries. Unless the context otherwise requires, references in this prospectus to Walgreens do not give effect to our
proposed acquisition of the remaining 55% of the issued and outstanding share capital of Alliance Boots, disclosed in our public
filings incorporated by reference in this prospectus and described further in this prospectus supplement. If we use a capitalized
term in this prospectus supplement and do not define the term in this prospectus supplement, it is defined in the accompanying
prospectus.

S-2
Table of Contents
CAU T I ON ARY ST AT EM EN T S RELAT I N G T O FORWARD-LOOK I N G I N FORM AT I ON
This prospectus supplement and the accompanying prospectus, including the documents incorporated by reference herein,
include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities
Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking
statements include all statements other than statements of historical facts contained in this prospectus supplement, including
statements regarding our future financial position, business strategy and the plans and objectives of management for future
operations. Words such as "expect," "likely," "outlook," "forecast," "would," "could," "should," "can," "will," "project," "intend," "plan,"
"goal," "target," "continue," "sustain," "synergy," "on track," "believe," "seek," "estimate," "anticipate," "may," "possible," "assume,"
variations of such words and similar expressions are intended to identify forward-looking statements.
These forward-looking statements are not guarantees of future performance and involve risks, assumptions and
uncertainties, known or unknown to us, including, but not limited to, those described in the section entitled "Risk Factors" and in
other documents that we file or furnish with the Securities and Exchange Commission (the "SEC"). Should one or more of these
risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those
indicated or anticipated by such forward-looking statements. You are cautioned not to place undue reliance on these forward-
looking statements, which speak only as of the date they are made. Except to the extent required by law, we do not undertake, and
expressly disclaim, any duty or obligation to update publicly any forward-looking statement after the date the statement is made,
whether as a result of new information, future events, changes in assumptions or otherwise.
FI N AN CI AL PRESEN T AT I ON
Unless otherwise indicated, our financial information contained in this prospectus supplement has been prepared in
accordance with generally accepted accounting principles in the United States ("GAAP" or "US GAAP") applicable at the first day of
the relevant financial period. Our fiscal years end on August 31 and are designated by the calendar year in which the fiscal year
ends. References to our "year" are to our fiscal year, unless the context requires otherwise.
Unless otherwise indicated, Alliance Boots financial information contained in this prospectus supplement has been prepared
in accordance with applicable International Financial Reporting Standards as issued by the International Accounting Standards
Board ("IFRS"). IFRS differs in certain significant respects from GAAP. For a discussion of certain significant differences between
IFRS and GAAP, see "Unaudited Pro Forma Consolidated Financial Information." Alliance Boots' fiscal years end on March 31 and
are designated by the calendar year in which the fiscal year ends. References to Alliance Boots' "year" are to Alliance Boots' fiscal
year, unless the context requires otherwise.
Our equity earnings, initial investment and the call option exclude the Alliance Boots minority interest in Galenica Ltd., the
Swiss healthcare group ("Galenica"). The Alliance Boots investment in Galenica was distributed to the Alliance Boots shareholders
other than the Company during May 2013, which had no impact to us. We account for our initial 45% investment in Alliance
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Boots using the equity method of accounting. Investments accounted for under the equity method are recorded initially at cost and
subsequently adjusted for our share of the net income or loss and cash contributions and distributions to or from these entities. Net
income reported by Alliance Boots is translated from British pounds sterling at the average rate for the period. See Notes 1 and 5
to our audited consolidated financial statements contained in our Annual Report on Form 10-K for the year ended August 31, 2014,
as amended, which is incorporated by reference in this prospectus supplement, for additional

S-3
Table of Contents
information regarding our equity method investments. We utilize a three-month lag in reporting equity income from our investment
in Alliance Boots, reported as equity earnings in Alliance Boots on the Consolidated Statements of Earnings contained in our
consolidated financial statements incorporated by reference in this prospectus supplement.
When we use the term "pro forma," we (i) for purposes of the unaudited pro forma consolidated statement of earnings
contained herein, give effect to the second step transaction, and certain related events, and the reorganization as if such
transactions had occurred on September 1, 2013 and (ii) for purposes of the unaudited pro forma consolidated balance sheet
contained herein, give effect to the second step transaction, and certain related events, and the reorganization, as if such
transactions had occurred on August 31, 2014. See "Unaudited Pro Forma Consolidated Financial Information."

S-4
Table of Contents
PROSPECT U S SU PPLEM EN T SU M M ARY
This summary highlights selected information about us and this offering discussed elsewhere in this prospectus
supplement, the accompanying prospectus or the documents that are incorporated herein by reference. It does not contain all
of the information that is important to you in deciding whether to purchase the notes. You should read the entire prospectus
supplement, the accompanying prospectus and the documents that are incorporated herein by reference, including the financial
statements and notes thereto, prior to deciding whether to purchase the notes.
Com pa ny Ove rvie w
Walgreens, together with its subsidiaries, operates the largest drugstore chain in the United States with net sales of
$76.4 billion in the fiscal year ended August 31, 2014. We provide our customers with convenient, omni-channel access to
consumer goods and services, pharmacy, and health and wellness services in communities across America. We offer our
products and services through drugstores, as well as through mail, by telephone and online.
We sell prescription and non-prescription drugs as well as general merchandise, including household items, convenience
and fresh foods, personal care, beauty care, photofinishing and candy. Our pharmacy, health and wellness services include
retail, specialty, infusion and respiratory services, mail service, and convenient care clinics. These services help improve health
outcomes for patients and manage costs for payers including employers, managed care organizations, health systems,
pharmacy benefit managers and the public sector. As of August 31, 2014, we operated 8,309 locations in 50 states, the District
of Columbia, Puerto Rico and the U.S. Virgin Islands, including 8,207 drugstores. In addition, Walgreens' "Take Care Health
Systems" subsidiary is a manager of in-store convenient care clinics, with more than 400 locations throughout the United
States.
Walgreens Boots Alliance is a wholly owned subsidiary of Walgreens, incorporated on September 2, 2014 in anticipation
of the reorganization, as discussed below.
The Second Step Transaction and Reorganization
Background and Second Step Transaction. On August 2, 2012, we completed the initial investment contemplated by
the Purchase and Option Agreement, which resulted in our acquisition of 45% of the issued and outstanding share capital of
Alliance Boots GmbH, in exchange for $4.025 billion in cash and 83,392,670 shares of Walgreens common stock. The
Purchase and Option Agreement also provided, among other things and subject to the satisfaction or waiver of specified
conditions, that we had the right, but not the obligation, to acquire the remaining 55% of the issued and outstanding share
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capital of Alliance Boots GmbH in exchange for £3.133 billion in cash, payable in British pounds sterling, and 144,333,468
shares of Walgreens common stock, subject to certain specified adjustments. Prior to the Amendment, the call option was
exercisable by us, in our sole discretion, at any time during the period beginning February 2, 2015, or 30 months after the
completion of the first step transaction, and ending on August 2, 2015, or the third anniversary after the completion of the first
step transaction. Pursuant to the Amendment, the call option became exercisable by us on August 5, 2014, and we, through an
indirect wholly owned subsidiary to which Walgreens previously assigned its rights under the call option, exercised the call
option on August 5, 2014.
The Reorganization. In addition, in connection with the second step transaction and pursuant to the Reorg Merger
Agreement, and subject to the satisfaction of specified closing conditions, immediately prior to the completion of the second
step transaction, Walgreens will be reorganized into

S-5
Table of Contents
a holding company structure pursuant to the reorganization and Walgreens will survive the reorg merger as a direct wholly
owned subsidiary of Walgreens Boots Alliance. In the reorg merger, each outstanding share of Walgreens common stock will
be converted into one share of common stock of Walgreens Boots Alliance and, accordingly, the shares issued to the sellers in
the second step transaction will be 144,333,468 shares of Walgreens Boots Alliance common stock rather than Walgreens
common stock, subject to certain specified adjustments. Following the consummation of the reorganization and the second step
transaction, Alliance Boots GmbH will be an indirect wholly owned subsidiary of Walgreens Boots Alliance and it is expected
that Alliance Boots GmbH will be held by Walgreens Boots Alliance through subsidiaries that are not subsidiaries of Walgreens.
Upon consummation of the reorganization (if the reorganization is consummated on or prior to the date of the
consummation of the second step transaction), Walgreens Boots Alliance will fully and unconditionally guarantee the Existing
Notes (as defined below) on an unsecured and unsubordinated basis (the "Walgreens Boots Alliance Guarantee"). See
"Description of Other Indebtedness."
If the second step transaction is completed, holders of Walgreens common stock (Walgreens Boots Alliance common
stock if the reorganization is completed) immediately prior to the second step transaction (including the sellers in the second
step transaction and their affiliates, to the extent of their ownership immediately prior to the second step transaction), in the
aggregate, are estimated to hold approximately 86.7% of the pro forma total outstanding shares of the combined company
(based on the number of shares of Walgreens common stock outstanding as of October 20, 2014, assuming completion of the
second step transaction and the issuance of 144,333,468 shares as of that date).
Conditions to Completion of the Second Step Transaction. The completion of the second step transaction depends on
the satisfaction or waiver of several conditions, including the following:

Y any consents and filings required or advisable to be obtained or made at or prior to the closing under applicable

antitrust, competition or certain other applicable law having been obtained or made;

Y no governmental authority having enacted or entered any law or order that prohibits the consummation of the second

step transaction;

Y the accuracy of certain fundamental representations of Alliance Boots and the principal seller in the second step

transaction;

Y compliance in all material respects by Alliance Boots and the principal seller with certain fundamental covenants and

obligations set forth in the Purchase and Option Agreement, and by Alliance Boots, the principal seller and certain
related parties with certain contractual obligations;

Y no "material adverse effect" with respect to Alliance Boots having occurred; and

Y approval of the issuance of Walgreens Boots Alliance (or Walgreens, as applicable) shares in connection with the

second step transaction by Walgreens' shareholders.
In addition, while we currently intend to consummate the second step transaction as promptly as practicable (in view of,
among other things, integration planning and financing matters) following the satisfaction of the conditions to closing, the
Purchase and Option Agreement provides that, unless otherwise agreed to in writing by Walgreens, we are not required to
consummate the closing of the second step transaction prior to March 9, 2015.
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The "Make-Whole" and Change of Control Cash Option Provisions. If the 30-day volume weighted average trading
price of Walgreens shares as of the third business day prior to the closing of

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the second step transaction (the "make-whole vwap") is less than $31.1778, we would be obligated to deliver additional
consideration to the Alliance Boots sellers equal, in aggregate, to the product of (1) the number of Walgreens Boots Alliance
(or Walgreens, as applicable) shares otherwise deliverable at the second step transaction closing and (2) the difference
between the $31.1778 and the make-whole vwap. We would have the option to pay this amount in any combination of cash
(deliverable in British pounds sterling, based on an agreed-upon exchange rate of £1=$1.5478) and/or additional Walgreens
Boots Alliance (or Walgreens) shares (valued at the make-whole vwap).
In addition, in certain circumstances after certain changes of control of Walgreens, the Alliance Boots sellers would have
the right to elect to receive all second step consideration in cash.
Certain Events under the Purchase and Option Agreement and Related Agreements if the Second Step Transaction is
not Completed. If the closing of the second step transaction does not occur, the principal seller of Alliance Boots has the
right to require Walgreens to return one-fifteenth of the Alliance Boots shares acquired by us in the first step transaction, which
equals 3% of the issued and outstanding share capital of Alliance Boots, in exchange for nominal consideration of one British
pound sterling. However, the principal seller of Alliance Boots has no right to require this return of Alliance Boots shares under
the following circumstances:

Y breach by the principal seller or Alliance Boots of (1) certain fundamental representations or (2) certain other

covenants and contractual obligations in a material respect; or

Y the failure to close is a result of Walgreens shareholders not approving the second step transaction in a circumstance
where (1) the Walgreens board of directors has obtained a fairness opinion from an internationally recognized

investment bank and (2) the Walgreens board of directors recommends to Walgreens shareholders that they approve
the second step transaction (subject to a customary "fiduciary out" right, without any adverse modification or
withdrawal of such recommendation).
In addition, subject to certain exceptions, if the closing of the second step transaction does not occur, among other
things, Walgreens will continue to own a significant minority interest in Alliance Boots (45% or 42%, as applicable), but certain
of Walgreens' governance rights as a shareholder of Alliance Boots will be adversely modified.
Conditions to the Completion of the Reorganization. The completion of the reorg merger and the reorganization
depends on the satisfaction or waiver of several conditions, including the following:

Y adoption of the Reorg Merger Agreement and approval of the reorganization by Walgreens shareholders;

Y no law, regulation, order or settlement that prohibits the completion of the reorganization;

Y receipt of necessary regulatory approvals and third party consents;

Y the satisfaction or waiver of each of the conditions with respect to the second step transaction, and written

confirmation by each of the parties to the Purchase and Option Agreement that each such party stands ready to, and
will, consummate the second step transaction immediately following the consummation of the reorg merger;

Y the registration statement on Form S-4 registering the issuance of Walgreens Boots Alliance shares in connection
with the reorganization shall have become effective under the Securities Act, and there shall be no stop order

suspending the effectiveness of such registration statement and no proceeding for such purpose shall be pending
before or threatened by the SEC;

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Y the approval of the listing on such national stock exchanges as determined by Walgreens of Walgreens Boots

Alliance's common stock to be issued in connection with the reorganization; and

Y the receipt by Walgreens of an opinion of counsel regarding the U.S. federal income tax treatment of the reorg

merger.
Walgreens may terminate and abandon the reorganization at any time prior to its completion. In addition, the
reorganization is conditioned upon, and will not be completed unless, the second step transaction is completed immediately
following the completion of the reorganization. The second step transaction is not conditioned on the completion of the
reorganization. If (i) certain conditions to closing set forth in the Purchase and Option Agreement are satisfied or (to the extent
permitted by applicable law) waived, and (ii) the reorganization is not completed due to the failure of certain conditions to
closing set forth in the Reorg Merger Agreement to be satisfied (or, to the extent permitted, waived), the termination of the
Reorg Merger Agreement, or otherwise, the second step transaction will be completed through the issuance of shares of
Walgreens (rather than Walgreens Boots Alliance) common stock.
Financing. Our obligation to complete the second step transaction is not subject to the receipt of financing. We
currently estimate that the total amount of funds required to pay the cash portion of the second step transaction, refinance
substantially all of Alliance Boots' total borrowings (based on total borrowings of Alliance Boots as of March 31, 2014, of £5.7
billion (equivalent to approximately $9.5 billion based on exchange rates as of March 31, 2014)), and pay related fees and
expenses, will be approximately $14.6 billion. In addition, $750 million principal amount of Walgreens' 1.000% notes due 2015
(the "1.000% Notes due 2015") will mature on March 13, 2015. In connection with the second step transaction, we anticipate
entering into (i) a new senior unsecured multicurrency revolving credit facility in the aggregate amount of $3.0 billion (the "New
Revolving Facility") and (ii) a senior unsecured term loan facility in the aggregate amount of up to £1.45 billion (of which we
currently anticipate drawing only £1.25 billion) (the "Term Loan Facility," and together with the New Revolving Facility, the "New
Credit Agreements"). See "Description of Other Indebtedness." We expect to use available cash and the proceeds of this
offering, together with proceeds from borrowing under the New Credit Agreements, commercial paper borrowings and/or
alternative financing sources, to complete the second step transaction and related Alliance Boots refinancing activities, and to
repay the 1.000% Notes due 2015. For more information, see "Unaudited Pro Forma Consolidated Financial Information."
Alliance Boots. Alliance Boots is a leading international, pharmacy-led health and beauty retailing and pharmaceutical
wholesaling and distribution business. As of August 31, 2014, Alliance Boots had, together with its associates and joint
ventures, pharmacy-led health and beauty retail businesses in 11 countries and operated more than 4,600 health and beauty
retail stores, of which more than 4,450 had a pharmacy, with a growing online presence. In addition, as of March 31, 2014, its
fiscal year end, Alliance Boots had approximately 600 optical practices in the United Kingdom, approximately 180 of which
operated on a franchise basis. Around 30% of its optical practices are located in Boots stores with the balance being
standalone practices. In addition, Alliance Boots is a leader in the United Kingdom hearingcare market through its associate,
Boots Hearingcare, which operated in approximately 430 locations across the United Kingdom, almost all of which are within
Boots stores or standalone Boots Opticians practices. Its pharmaceutical wholesale businesses, together with its associates
and joint ventures, supplied medicines, other healthcare products and related services to more than 180,000 pharmacies,
doctors, health centers and hospitals from more than 370 distribution centers in 20 countries. Unless otherwise specified,
figures regarding Alliance Boots business activities stated above are as of March 31, 2014, with the addition of Farmacias
Ahumada S.A. ("Farmacias Ahumada") locations at the date of its acquisition on August 11, 2014, and include its associates
and joint ventures.

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Alliance Boots pharmaceutical wholesaling and distribution businesses seek to provide high core service levels to
pharmacists in terms of frequency of delivery, product availability, delivery accuracy, timeliness and reliability at competitive
prices. Alliance Boots also offers its customers innovative added-value services which help pharmacists develop their own
businesses. This includes membership of Alphega Pharmacy, Alliance Boots' pan-European network for independent
pharmacies. Alphega Pharmacy had a membership of more than 4,800 pharmacies in seven countries as of March 31, 2014.
This is expected to increase as a result of a March 2014 vote by the vivesco pharmacy network in Germany, which has around
950 members, to rebrand as Alphega. In addition to the wholesale of medicines and other healthcare products, Alliance Boots
provides services to pharmaceutical manufacturers who are increasingly seeking to gain greater control over their product
distribution, while at the same time outsourcing non-core activities. These services include pre-wholesale and contract logistics,
direct deliveries to pharmacies, and specialized medicine delivery including related home healthcare.
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In its Health & Beauty Division, Alliance Boots has highly-regarded and long established product brands such as No7,
Soltan and Botanics, together with newer brands such as Boots Pharmaceuticals and Boots Laboratories. Alliance Boots is
continuing to internationalize key product brands, increasingly selling them through select retail partners, its own and third party
internet shopping sites, and independent pharmacies. In the United States, where Boots product brands have been sold
through Target for many years, Alliance Boots is introducing No7 and other key Boots product brands into the drugstore
channel through Walgreens on a phased basis. In Europe, its Boots Laboratories line of products was sold by independent
pharmacies in five countries as of March 31, 2014. In addition, Alliance Boots has long-term partnerships with a select number
of third party brand owners to sell their products in Boots stores on an exclusive basis, sharing in the future brand equity.
Alliance Boots also continues to manufacture a significant proportion of its most popular own brand and exclusive products.
Through its Pharmaceutical Wholesale Division and associates, Alliance Boots currently sells Almus, its line of generic
medicines, in five countries and Alvita, its line of patient care products, in six countries.
The principal executive offices of Alliance Boots are located at Untermattweg 8, CH-3027 Bern, Switzerland, and its
telephone number is +41 58 852 8299. For more information concerning the Alliance Boots business, see "The Business of
Alliance Boots."
Alliance Boots and the Company also established Walgreens Boots Alliance Development GmbH ("WBAD") in 2012, a
50/50 global sourcing joint venture that we consolidate for financial reporting purposes.

For more information concerning our business, see "Our Business."
Our principal executive offices are located at 108 Wilmot Road, Deerfield, Illinois 60015, and our telephone number is
(847) 315-2500. Our Internet website address is www.walgreens.com. The information on or connected to our website is not
incorporated by reference into this prospectus supplement or the accompanying prospectus, and you should not consider them
to be a part of this prospectus supplement or the accompanying prospectus.

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Wa lgre e ns Sum m a ry Consolida t e d Fina nc ia l Da t a
Set forth below is our summary historical financial information for each of our fiscal years ended August 31,
2010, August 31, 2011, August 31, 2012, August 31, 2013 and August 31, 2014. We have derived the historical financial
information for our 2012 year and for, and as of the end of, our 2013 and 2014 years from our audited consolidated financial
statements contained in Walgreens' Annual Report on Form 10-K for the year ended August 31, 2014, as amended, which is
incorporated by reference in this prospectus supplement. We have derived the historical financial information for, and as of the
end of, our 2010 and 2011 fiscal years and as of the end of our 2012 fiscal year from our audited consolidated financial
statements, which are not incorporated by reference in this prospectus supplement.
Because the information below is a summary, you should read the following information in conjunction with the
information contained under the caption "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and in our financial statements and the notes thereto, in each case included in Walgreens' Annual Report on Form
10-K, as amended, which is incorporated by reference in this prospectus supplement. See "Where You Can Find More
Information."
See "Unaudited Pro Forma Consolidated Financial Information" for pro forma financial information reflecting the proposed
second step transaction and reorganization.

Fisc a l Y e a r Ende d August 3 1 ,

2 0 1 4

2 0 1 3 (1 )
2 0 1 2 (1 )
2 0 1 1

2 0 1 0 (4 )
Net sales

$76,392
$72,217
$71,633
$72,184
$67,420
Cost of sales

54,823
51,098
51,291
51,692
48,444
Gross Profit

21,569
21,119
20,342
20,492
18,976
Selling, general and administrative expenses

17,992
17,543
16,878
16,561
15,518
Gain on sale of business(2)

-

20

-

434

-
Equity earnings in Alliance Boots(1)

617

344

-

-

-
Operating income

4,194
3,940
3,464
4,365
3,458
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