Obligation Walgreens Alliance 3.2% ( US931427AS74 ) en USD

Walgreens Alliance

80 % ▼

Etats-unis

US931427AS74 ( en USD )

3.2% par an ( paiement semestriel )

14/04/2030

Prospectus brochure de l'obligation Walgreens Boots Alliance US931427AS74 en USD 3.2%, échéance 14/04/2030

931427AS7

BB- ( Spéculatif )

B1 ( Très spéculatif )

15/04/2026 ( Dans 11 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 ( Etats-unis ) , en USD, avec le code ISIN US931427AS74, paye un coupon de 3.2% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/04/2030

L'Obligation émise par Walgreens Alliance ( Etats-unis ) , en USD, avec le code ISIN US931427AS74, a été notée B1 ( Très spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Walgreens Alliance ( Etats-unis ) , en USD, avec le code ISIN US931427AS74, 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

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

Registered

per Unit

Offering Price

Registration Fee(1)
$500,000,000 3.200% Notes due 2030

$500,000,000

99.992%

$499,960,000

$64,895
$1,000,000,000 4.100% Notes due 2050

$1,000,000,000

100.000%

$1,000,000,000

$129,800
Total

$1,499,960,000

$194,695

(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. 333-228923
PROSPECTUS SUPPLEMENT
(To Prospectus dated December 20, 2018)
$1,500,000,000
Walgreens Boots Alliance, Inc.
$500,000,000 3.200% Notes due 2030
$1,000,000,000 4.100% Notes due 2050

This is an offering by Walgreens Boots Alliance, Inc. ("Walgreens Boots Alliance") of 3.200% notes due 2030 (the "2030 notes") and 4.100% notes
due 2050 (the "2050 notes," and together with the 2030 notes, the "notes").
Interest on the notes will be paid semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2020. The 2030 notes
will mature on April 15, 2030 and the 2050 notes will mature on April 15, 2050.
We may redeem the notes of any series, 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 with respect to the notes of any series,
unless we have defeased the notes of that series as described in the indenture or we have exercised our option to redeem the notes of that series, we will be
required to offer to repurchase the notes of that series at a repurchase price equal to 101% of the principal amount of such notes, plus accrued and unpaid
interest to, but excluding, the date of repurchase.
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 any series of notes.

Investing in the notes involves risks. Please read the "Risk Factors" section beginning on page S-9 of this
prospectus supplement.

Underwriting
Public
discounts and
Proceeds, before

offering price(1)

commissions

expenses, to us
Per 3.200% Note due 2030

99.992%

0.450%

99.542%
Per 4.100% Note due 2050

100.000%

0.875%

99.125%
Total
$1,499,960,000
$11,000,000
$1,488,960,000

(1)
Plus accrued interest, if any, from April 15, 2020.
Neither the Securities and Exchange Commission nor any state or other securities commission 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
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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 for the
account of its participants, including Clearstream Banking, S.A. and Euroclear Bank, SA/NV, on or about April 15, 2020.

Joint Book-Running Managers

J.P. Morgan

Mizuho Securities

SMBC Nikko

Wells Fargo Securities
HSBC
Senior Co-Managers

UBS Investment Bank

NatWest Markets

US Bancorp
Co-Managers

SunTrust Robinson Humphrey

Loop Capital Markets
Prospectus Supplement dated April 13, 2020
Table of Contents
Neither we nor the underwriters have authorized anyone to provide any information other than that contained or incorporated by reference in this
prospectus supplement and the accompanying prospectus or in any free writing prospectus filed by us with the U.S. Securities and Exchange Commission
(the "SEC"). Neither we nor the underwriters take any responsibility for, and can provide no assurance as to the reliability of, any other information that
others may give you. We are not, and the underwriters are not, making an offer to sell the notes in any jurisdiction where the offer or sale is not permitted.
You should not assume that the information contained in this prospectus supplement, the accompanying prospectus, any free writing prospectus or any
document incorporated by reference is accurate as of any date other than the respective dates on the front of such documents. Our business, properties,
financial condition, cash flows, results of operations and prospects may have changed since those dates.

TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
About This Prospectus Supplement
S-1
Forward-Looking Statements
S-2
Financial Presentation
S-3
Prospectus Supplement Summary
S-4
Risk Factors
S-9
Use of Proceeds
S-14
Description of the Notes
S-15
Book-Entry System
S-22
Certain ERISA Considerations
S-27
Material United States Federal Tax Consequences
S-28
Underwriting
S-33
Legal Matters
S-38
Experts
S-38
Industry and Market Data
S-38
Where You Can Find More Information and Incorporation by Reference
S-38
PROSPECTUS

Page
About This Prospectus

ii
Where You Can Find More Information

ii
Forward-Looking Statements

iv
Industry and Market Data

v
The Company

1
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Risk Factors

2
Use of Proceeds

3
Description of Debt Securities

4
Plan of Distribution

12
Legal Matters

14
Experts

14

S-i
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 20, 2018, which is part of the Registration Statement on Form S-3 (No.
333-228923), 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 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 and Incorporation by Reference" 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."
In this prospectus supplement, unless otherwise stated (as in the "Description of the 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. Capitalized terms used but not defined in this prospectus supplement have the meanings ascribed to them in the accompanying prospectus.

S-1
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FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus and the documents incorporated by reference herein and therein contain 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 or incorporated by reference herein and therein, including statements regarding our future financial and operating performance, our future
financial position, business strategy and the plans and objectives of management for future operations and initiatives. Words such as "expect," "likely,"
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"outlook," "forecast," "preliminary," "pilot," "would," "could," "should," "can," "will," "project," "intend," "plan," "goal," "guidance," "target," "aim,"
"continue," "sustain," "synergy," "transform," "accelerate," "model," "long-term," "on track," "on schedule," "headwind," "tailwind," "believe," "seek,"
"estimate," "anticipate," "upcoming," "to come," "may," "possible," "assume," and variations of such words and similar expressions are intended to
identify such 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 or anticipated, including, but not limited to,
those relating to:

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

·
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 synergies and achieve financial, tax and operating results in the amounts and at the times anticipated;

·
the inherent risks, challenges and uncertainties associated with forecasting financial results of large, complex organizations in rapidly

evolving industries, particularly over longer time periods;

·
supply arrangements including our commercial agreement with AmerisourceBergen, the arrangements and transactions contemplated by our

framework agreement with AmerisourceBergen and their possible effects;

·
the risks associated with our equity method investment in AmerisourceBergen;

·
circumstances 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 costs and charges associated with restructuring initiatives, including the Transformational Cost Management Program and Store

Optimization Program, will exceed estimates;

·
our ability to realize expected savings and benefits from cost-savings initiatives, including the Transformational Cost Management Program

and Store Optimization Program, restructuring activities and acquisitions and joint ventures in the amounts and at the times anticipated;

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

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

·
the potential impacts on our business of the spread and impact of the COVID-19 pandemic;

·
risks related to pilot programs and new business initiatives and ventures generally, including the risks that anticipated benefits may not be

realized;

·
changes in management's plans and assumptions;

·
the risks associated with governance and control matters;

S-2
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·
the ability to retain key personnel;

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

·
changes in financial markets, credit ratings and interest rates;

·
the risks relating to the terms, timing and magnitude of any share repurchase activity;

·
the risks associated with international business operations, including the risks associated with the withdrawal of the United Kingdom from the

European Union and international trade policies, tariffs, including tariff negotiations between the United States and China, and relations;

·
the risks associated with cybersecurity or privacy breaches related to customer information;

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

associated impacts on volume and operating results;

·
risks related to competition including changes in market dynamics, participants, product and service offerings, retail formats and competitive

positioning;

·
risks associated with new business areas and activities;
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·
risks associated with acquisitions, divestitures, joint ventures and strategic investments, including those relating to the asset acquisition from

Rite Aid;

·
the risks associated with the integration of complex businesses, the impact of regulatory restrictions and outcomes of legal and regulatory

matters; and

·
risks associated with changes in laws, including those related to the December 2017 U.S. tax law changes, regulations or interpretations

thereof.
These and other risks, assumptions and uncertainties are described in the section entitled "Item 1A. Risk Factors" in our Annual Report on Form
10-K for the fiscal year ended August 31, 2019, in our Quarterly Report on Form 10-Q for the quarter ended February 29, 2020 and in other documents
that we file with 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. Accordingly, 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, 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.
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 year ends on August 31 and is
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.

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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, 2019, in our Quarterly
Report on Form 10-Q for the quarter ended February 29, 2020 and in other reports we file with the SEC, before deciding whether to purchase the
notes. In addition, this prospectus supplement, 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 a global leader in retail and wholesale pharmacy, touching millions of lives every day through dispensing and
distributing medicines, its convenient retail locations, digital platforms and health and beauty products with sales of $136.9 billion in the fiscal year
ended August 31, 2019. We have more than 100 years of trusted health care heritage and innovation in community pharmacy and pharmaceutical
wholesaling. Our purpose is to help people across the world lead healthier and happier lives.
Walgreens Boots Alliance is the largest retail pharmacy, health and daily living destination across the United States and Europe. Walgreens
Boots Alliance and the companies in which it has equity method investments together have a presence in more than 251 countries and employ more
than 440,0001 people. The Company is a global leader in retail and wholesale pharmacy and, together with the companies in which it has equity
method investments, has over 18,7501 stores in 111 countries as well as one of the largest global pharmaceutical wholesale and distribution networks,
with over 4001 distribution centers delivering to more than 240,0002 pharmacies, doctors, health centers and hospitals each year in more than 201
countries. In addition, Walgreens Boots Alliance is one of the world's largest purchasers of prescription drugs and many other health and wellbeing
products. The Company's size, scale and expertise will help us to expand the supply of, and address the rising cost of, prescription drugs in the United
States and worldwide.
Our portfolio of retail and business brands includes Walgreens, Duane Reade, Boots and Alliance Healthcare, as well as increasingly global
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health and beauty product brands, such as No7, Soap & Glory, Liz Earle, Botanics, Sleek MakeUP and YourGoodSkin. Our global brands portfolio is
enhanced by our in-house product research and development capabilities. We seek to further drive innovative ways to address global health and
wellness challenges. Our strategic partnerships with some of the world's leading companies enable us to extend our healthcare solutions and
convenience offering to the communities we serve, which we refer to as our "strategic partner strategy." 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 is proud to be a force for good through its contributions to healthy communities, a healthy planet, an inclusive
workplace and a sustainable marketplace. The Company is focused on creating a neighborhood health destination and a more modern pharmacy.

1 As of August 31, 2019, using publicly available information for AmerisourceBergen.
2 Over 12 - month period ending August 31, 2019, using publicly available information for AmerisourceBergen.

S-4
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Walgreens Boots Alliance was incorporated in Delaware in 2014 and is the successor of Walgreen Co., an Illinois corporation ("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 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. Our common stock trades on the Nasdaq Stock Market
under the symbol "WBA."

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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 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
$500,000,000 of 3.200% notes due 2030
$1,000,000,000 of 4.100% notes due 2050

Maturity
The 2030 notes will mature on April 15, 2030 and the 2050 notes will mature on April 15,
2050.

Interest
Interest on the notes will accrue from April 15, 2020 at the rate of 3.200% per year, in the
case of the 2030 notes, and 4.100% per year, in the case of the 2050 notes. Interest on the
notes will be paid semi-annually in arrears on April 15 and October 15 of each year,
beginning on October 15, 2020.

Optional Redemption
We may redeem (i) the 2030 notes at any time prior to January 15, 2030 (three months prior
to the maturity date of the 2030 notes) (the "2030 Par Call Date") in whole or from time to
time in part, and (ii) the 2050 notes at any time prior to October 15, 2049 (six months prior
to the maturity date of the 2050 notes) (the "2050 Par Call Date") in whole or from time to
time in part, in each case, at a redemption price equal to the greater of:

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· 100% of the principal amount of the notes of the applicable series to be redeemed; or

· the sum of the present values of the remaining scheduled payments of principal and
interest on the notes of the applicable series to be redeemed to (i) with respect to the
2030 notes, the 2030 Par Call Date that would be due if such 2030 notes matured on the
2030 Par Call Date (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 40 basis
points or (ii) with respect to the 2050 notes, the 2050 Par Call Date that would be due if
such 2050 notes matured on the 2050 Par Call Date (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, plus 40 basis points;

plus, in each case, accrued and unpaid interest on the notes of the applicable series to be

redeemed to, but excluding, the redemption date.

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In addition, at any time on or after (i) the 2030 Par Call Date with respect to the 2030 notes,
and (ii) the 2050 Par Call Date with respect to the 2050 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 notes of such series being redeemed, plus, in each case, accrued and
unpaid interest on the notes of such series being redeemed to, but excluding, the redemption
date.

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

Ranking
The notes will be our unsecured and 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.

Use of Proceeds
The net proceeds from the sale of the notes will be used for general corporate purposes. See
"Use of Proceeds."

Denomination and Form
We will issue each series of 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, S.A. and Euroclear Bank, SA/NV, as operator of the Euroclear System, will hold
interests on behalf of their participants through their respective U.S. depositaries, which in
turn will hold such interests in accounts as participants of DTC. Except in the limited
circumstances described in this prospectus supplement, owners of beneficial interests in the
notes will not be entitled to have notes registered in their names, will not receive or be
entitled to receive notes in definitive form and will not be considered holders of notes under
the indenture. The notes will be issued only in minimum denominations of $2,000 and
integral multiples of $1,000 in excess thereof.

No Prior Market
Each series of notes will be a new issue of securities for which there is currently no market.
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Although certain of the underwriters have advised us that they intend to make a market in the
notes of the series they have agreed to purchase from us, they are not obligated to do so

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and they may discontinue market-making activities at any time without notice. We cannot

assure you that liquid markets for the notes of any series will develop or be maintained. We
do not intend to apply for listing of the notes on any securities exchange.

Risk Factors
Investing in the notes involves substantial risks. You should carefully consider the risk
factors set forth under the caption "Risk Factors" and the other information in this prospectus
supplement and the documents incorporated by reference prior to making an investment
decision.

Trustee, Paying Agent, Securities Registrar
Wells Fargo Bank, National Association.

Governing Law
The indenture is, and the notes will be, governed by, and construed in accordance with, the
laws of the State of New York.

S-8
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RISK FACTORS
You should carefully consider the following risk factors, as well as the other information included or incorporated by reference into this prospectus
supplement and the accompanying prospectus, before making an investment decision. These risks are not the only risks that we face in our business and/or
in connection with this offering. Our business, financial condition, cash flows and results of operations and/or the notes offered hereby could also be
affected by additional factors that are not presently known to us or that we currently do not consider to be material.
Risks Relating to Our Business
For a discussion of the risks related to our business, you should carefully consider the risks, uncertainties and assumptions discussed under "Item
1A. Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended August 31, 2019, in our Quarterly Report on Form 10-Q for the quarter
ended February 29, 2020 and in other documents that we subsequently file with the SEC that update, supplement or supersede such information, all of
which are incorporated by reference into this prospectus supplement. See "Where You Can Find More Information and Incorporation by Reference."
The recent COVID-19 pandemic could have a material adverse effect on our business operations, results of operations, cash flows and financial
position.
We are closely monitoring the impact of the COVID-19 pandemic on all aspects of our business and geographies, including how it will impact our
customers, team members, suppliers, vendors, business partners and distribution channels. The COVID-19 pandemic has created significant volatility,
uncertainty and economic disruption, which will adversely affect our business operations and may materially and adversely affect our results of operations,
cash flows and financial position.
For example, while we initially experienced acceleration in consumer purchases in the United States and United Kingdom across multiple categories,
more recently, we are seeing declining sales patterns, particularly in quarantined areas and decreased footfall. In the United States in March, we saw
significant sales growth during the first twenty-one days of the month, with trends more negative for the remainder of the month. Similarly, in the United
Kingdom, March sales trends were initially positive, but have since become negative. In most of our other retail pharmacy international markets and in key
markets of our pharmaceutical wholesale business, demand has increased in March. In addition to volatility in consumer demand and buying habits, we
may restrict the operations of our stores or distribution facilities if we deem it necessary or if recommended or mandated by governmental authorities which
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would have a further adverse impact on us. For example, we have recently closed a number of our optical and hearing care business locations across the
United Kingdom, which has had an adverse impact on our results in the United Kingdom.
We have incurred additional costs to ensure we meet the needs of our customers, including expanding the use of drive-thru locations in the United
States, providing additional cleaning materials for our stores and other facilities, and focusing on home delivery and digital services to connect with our
customers. In addition, we have enhanced certain employee benefits. We expect to continue to incur additional costs, which may be significant, as we
continue to implement operational changes in response to this pandemic. COVID-19 has also caused supply chain disruption which has resulted in higher
supply chain costs to replenish inventory in our stores and distribution centers and such increased costs in our supply chain are likely to continue.
Furthermore, we have experienced restricted stock availability in a number of key categories, and while we have significantly increased our purchases
across many key categories, we may face delays or difficulty sourcing certain products which could negatively impact us.

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Further, our management is focused on mitigating COVID-19, which has required and will continue to require, a large investment of time and
resources across our enterprise and will delay other value added services. For example, we have refocused certain resources from our Transformational
Cost Management Program to work on COVID-19 impacts, have delayed the roll out of new growth initiatives, such as new product launches, and are
selectively delaying investments in certain planned initiatives, such as our SAP rollout in the United States, which we expect to adversely impact our
results. Additionally, currently some of our employees are working remotely. An extended period of remote work arrangements could strain our business
continuity plans, introduce operational risk, including but not limited to cybersecurity risks, and impair our ability to manage our business.
If we do not respond appropriately to the pandemic, or if customers do not perceive our response to be adequate for the United States or United
Kingdom or our other international markets, we could suffer damage to our reputation and our brands, which could adversely affect our business.
The extent to which the COVID-19 pandemic impacts us will depend on numerous evolving factors and future developments that we are not able to
predict, including: the severity of the virus; the duration of the outbreak; governmental, business and other actions (which could include limitations on our
operations or mandates to provide products or services); the promotion of social distancing and the adoption of shelter-in-place orders affecting foot traffic
in our stores; the impacts on our supply chain; the impact of the pandemic on economic activity; the extent and duration of the effect on consumer
confidence and spending, customer demand and buying patterns including spend on discretionary categories; the effects of additional store closures or other
changes to our operations; the health of and the effect on our workforce and our ability to meet staffing needs in our stores, distribution facilities, wholesale
operations and other critical functions, particularly if members of our work force are quarantined as a result of exposure; any impairment in value of our
tangible or intangible assets which could be recorded as a result of a weaker economic conditions; and the potential effects on our internal controls
including those over financial reporting as a result of changes in working environments such as shelter-in-place and similar orders that are applicable to
our team members and business partners, among others. In addition, if the pandemic continues to create disruptions or turmoil in the credit or financial
markets, or impacts our credit ratings, it could adversely affect our ability to access capital on favorable terms and continue to meet our liquidity needs, all
of which are highly uncertain and cannot be predicted.
In addition, we cannot predict the impact that COVID-19 will have on our customers, suppliers, vendors, and other business partners, and each of
their financial conditions; however, any material effect on these parties could adversely impact us. The impact of COVID-19 may also exacerbate other
risks discussed under "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended August 31, 2019, any of which could have a
material effect on us. This situation is changing rapidly and additional impacts may arise that we are not aware of currently.
Risks Relating to the Notes
The following risks relate specifically to this offering of the notes. There may be additional risks that are not presently known to us or that we
currently do not consider to be material. There are also risks within the economy, the industry and the capital markets that affect us, this offering and/or
the notes, which have not been described below.
The indenture does not restrict the amount of additional debt that we may incur.
The notes and indenture pursuant to which the notes will be issued do not place any limitation on the amount of unsecured debt that we or our
subsidiaries may incur. As of February 29, 2020, we had $16.6 billion of debt outstanding. From March 1, 2020 through March 31, 2020, Walgreens Boots
Alliance drew an additional $3.3 billion on certain of its credit facilities that are described in our most recent Quarterly Report on Form 10-Q, of which
$2.0 billion is currently held on the balance sheet as cash and cash equivalents. Walgreens Boots

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Alliance has recently taken additional actions intended to increase its cash position and preserve its financial flexibility in light of current uncertainty in the
global markets, including the execution of new credit agreements and amendments to existing credit agreements. From April 1, 2020 through the date
hereof, Walgreens Boots Alliance has entered into approximately $3.6 billion of new revolving credit facilities, including a $500.0 million credit facility it
entered into on April 7, 2020 as a co-borrower and guarantor with one of its subsidiaries. As of April 10, 2020, no borrowings were outstanding under
these new facilities. In addition, Walgreens Boots Alliance has, subject to the satisfaction of certain conditions, extended a $1.0 billion facility scheduled to
mature in May 2020 to May 2021. We may incur additional debt in the future and the incurrence of such additional debt may have important consequences
for you as a holder of the notes, including making it more difficult for us to satisfy our obligations with respect to the notes, a loss in the trading value of
your notes, if any, and a risk that the credit rating of the notes is lowered or withdrawn.
The notes will be effectively subordinated to claims of any of our secured creditors.
The notes will be unsecured and unsubordinated debt obligations of Walgreens Boots Alliance, ranking equally in right of payment with other
unsecured and unsubordinated debt of Walgreens Boots Alliance and effectively subordinated in right of payment to any secured debt to the extent of the
value of the assets constituting the security. The indenture governing the notes permits us and our subsidiaries to incur secured debt under specified
circumstances, and the amounts incurred could be substantial. If we incur any debt secured by our assets or assets of our subsidiaries, these assets will be
subject to the prior claims of our secured creditors. In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding, these
pledged assets would be available to satisfy secured obligations before any payment could be made on the notes. To the extent that such assets cannot
satisfy in full any such secured obligations, the holders of such obligations would have a claim for any shortfall that would rank equally in right of payment
with the notes. In that case, we may not have sufficient assets remaining to pay amounts due on any or all of the notes.
We conduct our operations through our subsidiaries and the notes will be structurally subordinated to any debt, liabilities and other obligations of
our current and future subsidiaries.
The notes will be unsecured and unsubordinated debt obligations of Walgreens Boots Alliance, a holding company with no business operations of its
own. Our assets primarily consist of direct and indirect ownership interests in, and our business is conducted through, our subsidiaries. Our subsidiaries are
separate legal entities that are not guarantors of the notes and have no obligation to pay any amounts due under the notes or to make any funds available
therefor, whether by dividend, loan or other payment. In addition, any payment of dividends, loans or other payments by our subsidiaries to us could be
subject to statutory or contractual restrictions. Payments to us by our subsidiaries will also be contingent upon our subsidiaries' earnings and business
considerations. As a consequence, our debt, including the notes, will be structurally subordinated to existing and future debt, liabilities and other
obligations of our existing and future subsidiaries with respect to the assets of such subsidiaries. As of February 29, 2020, the aggregate amount of debt of
our consolidated subsidiaries, excluding intercompany debt, was approximately $10.6 billion. In addition, on April 7, 2020, we, as a co-borrower and
guarantor, together with one of our subsidiaries, entered into the $500.0 million credit facility described above. As of April 10, 2020, no borrowings were
outstanding under this facility.
In addition, our right to participate in any distribution of assets of any subsidiary upon its liquidation or reorganization or otherwise, and the ability of
holders of the notes to benefit indirectly from that kind of distribution, is subject to the prior claims of creditors of that subsidiary, except to the extent, if
any, we are recognized as a creditor of that subsidiary. All obligations of our subsidiaries will have to be satisfied before any of the assets of such
subsidiaries would be available for distribution, upon a liquidation or otherwise.
As of February 29, 2020, Walgreens had approximately $1.7 billion aggregate principal amount of outstanding notes that are unconditionally
guaranteed on an unsecured and unsubordinated basis by Walgreens Boots Alliance. As described above, the notes will be structurally subordinated to any
claims on Walgreens' assets. Additionally, in the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding of Walgreens Boots
Alliance, holders of the Walgreens notes would have a claim on any assets of Walgreens Boots Alliance that would rank equally in right of payment with
the claim of holders of the notes offered hereby.

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Our credit ratings may not reflect all risks of your investment in the notes.
Our debt securities are subject to periodic review by one or more independent credit rating agencies and may be subject to rating and periodic review
by additional independent credit rating agencies in the future. Holders of notes will have no recourse against us or any other parties in the event of a change
in or suspension or withdrawal of any such rating. The credit ratings assigned to the notes are limited in scope, and do not address all material risks relating
to an investment in the notes, but rather reflect only the view of each rating agency at the time the rating is issued. An explanation of the significance of
such rating may be obtained from such rating agency. There can be no assurance that such credit ratings will remain in effect for any given period of time
or that a rating will not be lowered, placed on negative outlook, suspended or withdrawn entirely by the applicable rating agencies, if, in such rating
agency's judgment, circumstances so warrant.
Agency credit ratings are not a recommendation to buy, sell or hold any security. Each agency's rating should be evaluated independently of any
other agency's rating. Actual or anticipated downgrades, negative outlooks, suspensions or withdrawals in our credit ratings, including any announcement
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