Obligation Walgreens Alliance 4.65% ( US931427AR91 ) en USD

Walgreens Alliance

49.825 % ▼

Etas-Unis

US931427AR91 ( en USD )

4.65% par an ( paiement semestriel )

31/05/2046

Prospectus brochure de l'obligation Walgreens Boots Alliance US931427AR91 en USD 4.65%, échéance 31/05/2046

2 000 USD

600 000 000 USD

931427AR9

BB- ( Spéculatif )

B1 ( Très spéculatif )

01/06/2026 ( Dans 58 jours )

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 US931427AR91, paye un coupon de 4.65% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/05/2046

L'Obligation émise par Walgreens Alliance ( Etas-Unis ) , en USD, avec le code ISIN US931427AR91, a été notée B1 ( Très spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Walgreens Alliance ( Etas-Unis ) , en USD, avec le code ISIN US931427AR91, a été notée BB- ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
CALCULATION OF REGISTRATION FEE

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

Registered

per Unit

Offering Price

Fee (1)
$1,250,000,000 1.750% Notes due 2018

$1,250,000,000
99.963%
$1,249,537,500
$125,828.43
$1,500,000,000 2.600% Notes due 2021

$1,500,000,000
99.944%
$1,499,160,000
$150,965.41
$750,000,000 3.100% Notes due 2023

$750,000,000

99.725%

$747,937,500

$75,317.31
$1,900,000,000 3.450% Notes due 2026

$1,900,000,000
99.748%
$1,895,212,000
$190,847.85
$600,000,000 4.650% Notes due 2046

$600,000,000

99.216%

$595,296,000

$59,946.31
Total

$5,987,143,000
$602,905.31

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-208587
PROSPECTUS SUPPLEMENT
(To Prospectus dated December 17, 2015)
$6,000,000,000
Walgreens Boots Alliance, Inc.
$1,250,000,000 1.750% Notes due 2018
$1,500,000,000 2.600% Notes due 2021
$750,000,000 3.100% Notes due 2023
$1,900,000,000 3.450% Notes due 2026
$600,000,000 4.650% Notes due 2046

This is an offering by Walgreens Boots Alliance, Inc. ("Walgreens Boots Alliance") of 1.750% notes due 2018 (the "2018 notes"), 2.600%
notes due 2021 (the "2021 notes"), 3.100% notes due 2023 (the "2023 notes"), 3.450% notes due 2026 (the "2026 notes") and 4.650% notes due
2046 (the "2046 notes" and, together with the 2018 notes, 2021 notes, 2023 notes and 2026 notes, the "notes").
On October 27, 2015, Walgreens Boots Alliance entered into an Agreement and Plan of Merger with Rite Aid Corporation ("Rite Aid") and
Victoria Merger Sub, Inc., a wholly-owned subsidiary of the Company (the "Merger Agreement"), pursuant to which the Company agreed, subject
to the terms and conditions thereof, to acquire Rite Aid (the "Merger"). This offering is not conditioned on the consummation of the Merger.
Investing in the notes involves risks. Please read "Risk Factors" included or incorporated by reference herein, as described beginning
on page S-11 of this prospectus supplement.
(cover page
continued)

Public
Underwriting
Proceeds, before

offering price(1)
discount

expenses, to us
Per 1.750% Note due 2018

99.963%

0.200%

99.763%
Per 2.600% Note due 2021

99.944%

0.350%

99.594%
Per 3.100% Note due 2023

99.725%

0.400%

99.325%
Per 3.450% Note due 2026

99.748%

0.450%

99.298%
Per 4.650% Note due 2046

99.216%

0.875%

98.341%
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Total

$ 5,987,143,000
$ 24,550,000
$ 5,962,593,000

(1)
Plus accrued interest, if any, from June 1, 2016.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or
passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary
is a criminal offense.
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 June 1, 2016.

Joint Book-Running Managers

BofA Merrill Lynch

HSBC

UBS Investment Bank
J.P. Morgan

Lloyds Securities

MUFG
Mizuho Securities

UniCredit Capital Markets

Wells Fargo Securities
Senior Co-Managers

Deutsche Bank Securities

Santander
Société Générale Corporate & Investment Banking
US Bancorp

SMBC Nikko
Co-Managers

Loop Capital Markets

The Williams Capital Group, L.P.

BB&T Capital Markets
Mischler Financial Group Inc.

RBS
Table of Contents
Interest on the 2018 notes will be paid semi-annually in arrears on May 30 and November 30 of each year, beginning on November 30, 2016.
Interest on the 2021 notes, 2023 notes, 2026 notes and 2046 notes will be paid semi-annually in arrears on June 1 and December 1 of each year,
beginning on December 1, 2016. The 2018 notes will mature on May 30, 2018, the 2021 notes will mature on June 1, 2021, the 2023 notes will
mature on June 1, 2023, the 2026 notes will mature on June 1, 2026 and the 2046 notes will mature on June 1, 2046.
If we do not consummate the Merger on or prior to the occurrence of a Special Mandatory Redemption Trigger (as defined herein),
Walgreens Boots Alliance will be required to redeem the 2018 notes, the 2021 notes and the 2023 notes (but not the 2026 notes or 2046 notes) at a
redemption price equal to 101% of the aggregate principal amount of the notes to be redeemed plus accrued and unpaid interest to, but excluding,
the redemption date. We may redeem the 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 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. The notes will not be listed on any
securities exchange. Currently there is no public market for the notes.

Prospectus Supplement dated May 26, 2016
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
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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.

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

Page
About This Prospectus Supplement
S-2
Forward-Looking Statements
S-3
Financial Presentation
S-4
Prospectus Supplement Summary
S-5
Risk Factors
S-11
Use of Proceeds
S-16
Ratio of Earnings to Fixed Charges
S-17
Capitalization
S-18
Description of the Notes
S-20
Book-entry System
S-27
Description of Other Indebtedness
S-31
Certain ERISA Considerations
S-33
Certain United States Federal Tax Consequences
S-35
Underwriting
S-40
Legal Matters
S-44
Experts
S-44
Industry and Market Data
S-44
Where You Can Find More Information
S-44
PROSPECTUS

Page
About This Prospectus

i
Where You Can Find More Information

i
Forward-Looking Statements

1
Industry and Market Data

2
The Company

3
Risk Factors

4
Ratio of Earnings to Fixed Charges

5
Use of Proceeds

6
Description of Debt Securities

7
Plan of Distribution

15
Legal Matters

16
Experts

16

S-1
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
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 December 17, 2015, which is part of the Registration Statement on Form
S-3 (No. 333-208587), and contains more general information, some of which may not apply to this offering.
This prospectus supplement, which describes certain matters relating to us and the specific terms of this offering of notes, adds to and updates
information contained in the accompanying prospectus and the documents incorporated by reference herein and in the accompanying prospectus.
Generally, when we refer to this document, we are referring to both parts of this document combined. Both this prospectus supplement and the
accompanying prospectus include important information about us, our outstanding debt and other information you should know before investing in
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the notes. The accompanying prospectus gives more general information, some of which may not apply to the notes offered by this prospectus
supplement. To the extent the information contained in this prospectus supplement differs or varies from the information contained in the
accompanying prospectus, you should rely on the information contained in this prospectus supplement. If the information contained in this
prospectus supplement differs or varies from the information contained in a document we have incorporated by reference, you should rely on the
information in the more recent document.
It is important for you to read and consider all information contained or incorporated by reference into this prospectus supplement and the
accompanying prospectus before making any 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 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."
On December 31, 2014, Walgreens Boots Alliance became the successor of Walgreen Co., an Illinois corporation ("Walgreens"), pursuant to
a merger designed to effect a reorganization of Walgreens into a holding company structure (the "Reorganization"). Pursuant to the
Reorganization, Walgreens became a wholly-owned subsidiary of Walgreens Boots Alliance, a Delaware corporation formed for the purposes of
the Reorganization, and each issued and outstanding share of Walgreens common stock converted on a one-to-one basis into Walgreens Boots
Alliance common stock. In this prospectus supplement, unless otherwise stated (as in the "Description of Notes" section) or the context otherwise
requires (as in the "Prospectus Supplement Summary--The Offering" section), references to "we," "us," "our," and "Company" refer to
Walgreens Boots Alliance and its subsidiaries from and after the effective time of the Reorganization on December 31, 2014 and, prior to that
time, to the predecessor registrant Walgreens and its subsidiaries, in each case before the consummation of the Merger. 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
FORWARD-LOOKING STATEMENTS
This prospectus supplement, including the documents incorporated by reference into this prospectus supplement, includes forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, 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 or
incorporated by reference herein and therein, including statements regarding our future financial and operating performance, our future financial
position, business strategy, the plans and objectives of management for future operations and initiatives, and our Merger Agreement with Rite Aid
and the transactions contemplated thereby, including the Merger, and their possible effects. Words such as "expect," "likely," "outlook," "forecast,"
"preliminary," "would," "could," "should," "can," "will," "project," "intend," "plan," "goal," "guidance," "target," "aim," "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 are subject to
risks, uncertainties and assumptions, known or unknown, that could cause actual results to vary materially from those indicated, including, but not
limited to:

· the impact of private and public third-party payers' efforts to reduce prescription drug reimbursements;

· the timing and severity of cough, cold and flu season;

· fluctuations in foreign currency exchange rates;

· the timing and magnitude of the impact of branded to generic drug conversions and changes in generic drug prices;

· our ability to realize anticipated synergies and achieve anticipated financial, tax and operating results in the amounts and at the times

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anticipated;

· supply arrangements including our commercial agreement with AmerisourceBergen Corporation ("AmerisourceBergen"), the

arrangements and transactions contemplated by our framework agreement with AmerisourceBergen and their possible effects;

· the risks associated with equity investments in AmerisourceBergen including whether the outstanding warrants to invest in

AmerisourceBergen will be exercised and the ramifications thereof;

· the occurrence of any event, change or other circumstance that could give rise to the termination, cross-termination or modification of

any of our contractual obligations;

· the amount of costs, fees, expenses and charges incurred in connection with strategic transactions;

· whether the actual costs associated with restructuring activities will exceed estimates;

· our ability to realize expected savings and benefits from cost-savings initiatives, restructuring activities and acquisitions in the amounts

and at the times anticipated;

· the timing and amount of any impairment or other charges;

· changes in management's assumptions;

· the risks associated with governance and control matters;

· the ability to retain key personnel;

· changes in economic and business conditions generally or in the markets in which we participate;

· changes in financial markets and interest rates;

· the risks associated with international business operations;

· the risk of unexpected costs, liabilities or delays;

S-3
Table of Contents

· changes in vendor, customer and payer relationships and terms, including changes in network participation and reimbursement terms;

· risks of inflation in the cost of goods;

· risks associated with the operation and growth of our customer loyalty programs;

· competition;

· risks associated with new business areas and activities;

· risks associated with acquisitions, divestitures, joint ventures and strategic investments, including those relating to our ability to satisfy

the closing conditions and consummate the pending acquisition of Rite Aid and related financing matters on a timely basis or at all; and

· the risks associated with the integration of complex businesses, subsequent adjustments to preliminary purchase accounting

determinations, outcomes of legal and regulatory matters, including with respect to regulatory review and actions in connection with
the pending acquisition of Rite Aid, and changes in legislation, regulations or interpretations thereof.
These and other risks, assumptions and uncertainties are described in "Item 1A. Risk Factors" of our most recent Annual Report on Form 10-
K and subsequent Quarterly Reports on Form 10-Q, and in other documents that we file or furnish with the Securities and Exchange Commission
("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.
You should read this prospectus supplement, the accompanying prospectus and the documents that are referenced and which have been
incorporated by reference herein and therein, completely and with the understanding that our actual future results may be materially different from
what we expect. All forward-looking statements are qualified by these cautionary statements.
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FINANCIAL PRESENTATION
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 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.

S-4
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
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 and the section entitled
"Risk Factors" in this prospectus supplement, the accompanying prospectus and in our Annual Report on Form 10-K for the fiscal year
ended August 31, 2015 and in other reports we file with the SEC, before deciding whether to purchase the notes. In addition, this prospectus
supplement and the accompanying prospectus and the documents incorporated by reference herein and therein include forward-looking
information that involves risks and uncertainties. See "Forward-Looking Statements."
Company Overview
Walgreens Boots Alliance is the first global, pharmacy-led health and wellbeing enterprise with net sales of $103.4 billion in the fiscal
year ended August 31, 2015. Our purpose is to help people across the world lead healthier and happier lives.
Together with our equity method investments*:

· we are a global leader in pharmacy-led health and wellbeing retail, with more than 13,100 stores in 11 countries;

· we are one of the largest global pharmaceutical wholesale and distribution networks, with more than 350 distribution centers

delivering to more than 200,000 pharmacies, doctors, health centers and hospitals each year in 19 countries;

· we are one of the world's largest purchasers of prescription drugs and other health and wellbeing products; and

· we employ more than 370,000 employees, of which more than 100,000 are healthcare providers such as pharmacists, pharmacy

technicians, nurse practitioners and other health related professionals.
Our portfolio of retail and business global brands includes Walgreens, Duane Reade, Boots and Alliance Healthcare, as well as
increasingly global health and beauty product brands, including No7, Botanics, Liz Earle and Soap & Glory. Our global brands portfolio is
enhanced by our in-house new product research and development and manufacturing capabilities. We seek to further drive innovative ways to
address global health and wellness challenges. We believe we are well positioned to expand customer offerings in existing markets and
become a health and wellbeing partner of choice in emerging markets.
Walgreens Boots Alliance was incorporated in Delaware in 2014 and is the successor of Walgreens, which was formed in 1909 as a
successor to a business founded in 1901. Our principal executive offices are located at 108 Wilmot Road, Deerfield, Illinois 60015. Our
common stock trades on the NASDAQ Stock Market under the symbol "WBA."

* As of August 31, 2015, together with our equity method investments as of that date. Does not reflect March 2016 equity method
investment in AmerisourceBergen or April 2016 divestiture of pharmaceutical wholesale business in Russia.

S-5
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Table of Contents
Rite Aid Merger
On October 27, 2015, Walgreens Boots Alliance entered into the Merger Agreement with Rite Aid, pursuant to which the Company
agreed to acquire Rite Aid. On the terms and subject to the conditions set forth in the Merger Agreement, Rite Aid will become a wholly-
owned subsidiary of the Company at the effective time of the Merger and Rite Aid stockholders will be entitled to receive $9.00 in cash for
each outstanding share of Rite Aid common stock, for a total enterprise value of approximately $16.6 billion, including acquired net debt
(based on Rite Aid's reported debt net of reported cash as of February 27, 2016). The Merger Agreement was approved by Rite Aid
stockholders in February 2016. The transaction is expected to close in the second half of calendar 2016, subject to regulatory approvals and
other customary closing conditions. This offering is not conditioned on the consummation of the Merger.
The Merger is currently undergoing regulatory review by the Federal Trade Commission ("FTC"). On December 10, 2015, Walgreens
Boots Alliance and Rite Aid each received a request for additional information ("second request") and are currently cooperating with the FTC
to respond to the second request. There continues to be no certainty on the number of divestitures that may be required to obtain regulatory
approval for the Merger or the timeline for regulatory review and there is no assurance that we will reach satisfactory resolution with the FTC.
While the Merger Agreement provides for the divestment of up to 1,000 stores if required by regulators and certain other limited actions, we
continue to believe that the most likely outcome of the antitrust review process is that we will be obligated to divest less than half of this
number of stores and that the Merger will close in the second half of calendar year 2016.
We intend to finance the transaction through a combination of cash on hand and debt financing, including net proceeds from this
offering. See "Use of Proceeds."
Rite Aid Overview
Rite Aid is the third largest retail drugstore chain in the United States based on both revenues and number of stores. For the fiscal year
ended February 27, 2016, Rite Aid generated approximately $30.7 billion in revenue and approximately $165.5 million in net income,
compared to approximately $26.5 billion in revenue and approximately $2.1 billion in net income for the fiscal year ended February 28, 2015
and approximately $25.5 billion in revenue and $249.4 million in net income for the fiscal year ended March 1, 2014. For fiscal 2016, Rite
Aid had Adjusted EBITDA(1) of approximately $1.4 billion, or 4.6% of revenues, compared to approximately $1.3 billion, or 5.0% of
revenues, for fiscal 2015 and approximately $1.3 billion, or 5.2% of revenues, for fiscal 2014. As of February 27, 2016, Rite Aid operated
4,561 stores in 31 states across the country and in the District of Columbia and had total assets of approximately $11.3 billion, compared to
approximately $8.8 billion for the fiscal year ended February 28, 2015 and approximately $6.9 billion for the fiscal year ended March 1, 2014.

(1) In addition to net income determined in accordance with GAAP, Rite Aid has disclosed that it uses certain non-GAAP measures, such as "Adjusted EBITDA",
in assessing its operating performance. Rite Aid has stated that it believes the non-GAAP metric serves as an appropriate measure in evaluating the performance
of its business. Rite Aid defines Adjusted EBITDA as net income excluding the impact of income taxes (and any corresponding adjustments to tax
indemnification asset), interest expense, depreciation and amortization, last-in, first-out ("LIFO") inventory adjustments, charges or credits for facility closing
and impairment, inventory write-downs related to store closings, debt retirements, and other items (including stock-based compensation expense, sale of assets
and investments, and revenue deferrals related to its customer loyalty program). Rite Aid references this particular non-GAAP financial measure frequently in its
decision-making because it provides supplemental information that facilitates internal comparisons to the historical periods and external comparisons to
competitors. In addition, Rite Aid's incentive compensation is primarily based on Adjusted EBITDA and Rite Aid bases certain of its forward-looking estimates
on Adjusted EBITDA to facilitate quantification of planned business activities and enhance subsequent follow-up with comparisons of actual to planned
Adjusted EBITDA.

S-6
Table of Contents
Rite Aid sells prescription drugs and a wide assortment of other merchandise ("front-end products") in its stores. In fiscal 2016,
prescription drug sales accounted for 69.1% of Rite Aid's total drugstore sales. Rite Aid carries a full assortment of front-end products, which
accounted for the remaining 30.9% of Rite Aid's total drugstore sales in fiscal 2016. Front-end products include over-the- counter
medications, health and beauty aids, personal care items, cosmetics, household items, food and beverages, greeting cards, seasonal
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merchandise and numerous other everyday and convenience products.
Rite Aid seeks to differentiate its stores from other national chain drugstores, in part, through its wellness+ loyalty program, its Wellness
format stores, private brands and its expanded strategic partnership with GNC, a leading retailer of vitamin and mineral supplements.

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.walgreensbootsalliance.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.

Footnotecontinued from prior page:

The following reconciliation of Rite Aid's net income to Adjusted EBITDA for its fiscal years 2016, 2015 and 2014 appears in Rite Aid's Annual Report on
Form 10-K for its fiscal year ending February 27, 2016:

February 27, 2016
February 28, 2015
March 1, 2014
(dollars in thousands)

(52 weeks)

(52 weeks)

(52 weeks)
Net income

$
165,465
$
2,109,173
$
249,414
Interest expense

449,574

397,612

424,591
Income tax expense

139,297

158,951

161,883
Income tax valuation allowance reduction

(26,358)

(1,841,304)

(161,079)
Depreciation and amortization expense

509,212

416,628

403,741
LIFO charge (credit)

11,163

(18,857)

104,142
Lease termination and impairment charges

48,423

41,945

41,304
Loss on debt retirements, net

33,205

18,512

62,443
Other

72,281

40,183

38,520

Adjusted EBITDA

$
1,402,262
$
1,322,843
$
1,324,959

S-7
Table of Contents
The Offering
The following summary contains basic information about the notes and is not intended to be complete. It does not contain all of the
information that may be important to you. You should read the full text and more specific details contained elsewhere in this prospectus
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supplement and the accompanying prospectus. For a more detailed description of the notes, see the discussion under the caption "Description
of the Notes" in this prospectus supplement and "Description of Debt Securities" in the accompanying prospectus.

Issuer
Walgreens Boots Alliance, Inc.

Securities Offered
$1,250,000,000 of 1.750% notes due 2018

$1,500,000,000 of 2.600% notes due 2021

$750,000,000 of 3.100% notes due 2023

$1,900,000,000 of 3.450% notes due 2026

$600,000,000 of 4.650% notes due 2046

Maturity
The 2018 notes will mature on May 30, 2018, the 2021 notes will mature on June 1,
2021, the 2023 notes will mature on June 1, 2023, the 2026 notes will mature on June 1,
2026 and the 2046 notes will mature on June 1, 2046.

Interest
Interest on the notes will accrue from June 1, 2016 at the rate of 1.750% per year, in the
case of the 2018 notes, 2.600% per year, in the case of the 2021 notes, 3.100% per year,
in the case of the 2023 notes, 3.450% per year, in the case of the 2026 notes and 4.650%
per year, in the case of the 2046 notes. Interest on the 2018 notes will be paid semi-
annually in arrears on May 30 and November 30 of each year, beginning on
November 30, 2016. Interest on the 2021 notes, 2023 notes, 2026 notes and 2046 notes
will be paid semi-annually in arrears on June 1 and December 1 of each year, beginning
on December 1, 2016.

Optional Redemption
We may redeem (i) the 2018 notes, at any time prior to their scheduled maturity in
whole or from time to time in part, (ii) the 2021 notes, at any time prior to May 1, 2021
(1 month prior to the maturity date of the 2021 notes) in whole or from time to time
prior to May 1, 2021 in part, (iii) the 2023 notes, at any time prior to April 1, 2023
(2 months prior to the maturity date of the 2023 notes) in whole or from time to time
prior to April 1, 2023 in part, (iv) the 2026 notes, at any time prior to March 1, 2026
(3 months prior to the maturity date of the 2026 notes) in whole or from time to time
prior to March 1, 2026 in part, and (v) the 2046 notes, at any time prior to December 1,
2045 (6 months prior to the maturity date of the 2046 notes) in whole or from time to
time prior to December 1, 2045 in part, in each case, at a redemption price equal to the
greater of:

· 100% of the principal amount of the notes being redeemed; and

· the sum of the present values of the remaining scheduled payments of principal and
interest thereon (i) to the applicable Par Call Date (as defined below in "Description

of the Notes--Optional Redemption") for the 2021 notes, 2023 notes, 2026 notes and
2046 notes or (ii) to the

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scheduled maturity date for the 2018 notes (not including, in each case, any portion of
such payments of interest accrued as of the redemption date), discounted to the
redemption date on a semi-annual basis (assuming a 360-day year consisting of

twelve 30-day months) at the Treasury Rate (as defined below in "Description of the
Notes--Optional Redemption"), plus 15 basis points for the 2018 notes, 20 basis
points for the 2021 notes, 25 basis points for the 2023 notes, 25 basis points for the
2026 notes and 35 basis points for the 2046 notes;

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plus, in every case, accrued and unpaid interest on the notes to be redeemed to, but
excluding, the redemption date.

In addition, at any time on or after May 1, 2021 (1 month prior to the maturity date of
the 2021 notes) with respect to the 2021 notes, April 1, 2023 (2 months prior to the
maturity date of the 2023 notes) with respect to the 2023 notes, March 1, 2026 (3 months
prior to the maturity date of the 2026 notes) with respect to the 2026 notes and

December 1, 2045 (6 months prior to the maturity date of the 2046 notes) with respect to
the 2046 notes, we may redeem some or all of the applicable series of notes at our
option, at a redemption price equal to 100% of the principal amount of the applicable
notes being redeemed, plus, in every case, accrued and unpaid interest on the notes being
redeemed to, but excluding, the redemption date.

Special Mandatory Redemption
In the event that the Merger Closing Date (as defined herein) does not occur on or prior
to the occurrence of a Special Mandatory Redemption Trigger (as defined herein), then
we will be required to redeem the 2018 notes, the 2021 notes and the 2023 notes (but not
the 2026 notes or 2046 notes) on the Special Mandatory Redemption Date (as defined
herein) at a redemption price equal to 101% of the aggregate principal amount of the
notes to be redeemed, plus accrued and unpaid interest from and including the date of
initial issuance, or the most recent date to which interest has been paid, whichever is
later, to, but excluding, the Special Mandatory Redemption Date. See ``Description of
the Notes--Special Mandatory Redemption."

Repurchase at the Option of Holders Upon a
If we experience a "change of control triggering event" (as defined herein), we will be
Change of Control Triggering Event
required, unless we have exercised our right to redeem the notes or have defeased the
notes as described in the indenture, to offer to purchase the notes at a purchase price
equal to 101% of their principal amount, plus accrued and unpaid interest, if any, on the
notes repurchased to, but excluding, the date of repurchase.

Ranking
The notes will be our unsecured, unsubordinated debt obligations and will rank equally
in right of payment with all of our other unsecured and unsubordinated debt from time
to time outstanding. The notes will be structurally subordinated in right of payment to
all existing and future indebtedness, liabilities and other obligations of our subsidiaries,
including Rite Aid after the Merger.

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Use of Proceeds
The net proceeds from the sale of the notes will be used to fund a portion of the cash
consideration payable in connection with the Merger, to retire a portion of Rite Aid's
existing debt and to pay related fees and expenses. Any remaining net proceeds from the
sale of the notes may also be used for general corporate purposes. In the event that the
Merger is not consummated on or prior to the occurrence of a Special Mandatory
Redemption Trigger, we would not be required to redeem the 2026 notes or the 2046
notes and would instead intend to use the net proceeds from the sale of the 2026 notes
and the 2046 notes for general corporate purposes. See "Use of Proceeds."

Denomination and Form
We will issue the notes in the form of one or more fully registered global notes
registered in the name of a nominee of The Depository Trust Company ("DTC").
Beneficial interests in the notes will be represented through book-entry accounts of
financial institutions acting on behalf of beneficial owners as direct and indirect
participants in DTC. Clearstream Banking, société anonyme and Euroclear Bank,
S.A./N.V., as operator of the Euroclear System, will hold interests on behalf of their
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Document Outline

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