Obligation Walgreen Corporation 4.4% ( US931422AK51 ) en USD

Walgreen Corporation

97 % ⇌

Etas-Unis

US931422AK51 ( en USD )

4.4% par an ( paiement semestriel )

14/09/2042

Prospectus brochure de l'obligation Walgreen Co US931422AK51 en USD 4.4%, échéance 14/09/2042

2 000 USD

500 000 000 USD

931422AK5

BB- ( Spéculatif )

B1 ( Très spéculatif )

15/03/2026 ( Dans 36 jours )

Walgreens Boots Alliance, Inc. est une société américaine de soins de santé qui exploite une chaîne de pharmacies, des cliniques de soins de santé et des centres de soins au détail, principalement aux États-Unis et au Royaume-Uni.

L'Obligation émise par Walgreen Corporation ( Etas-Unis ) , en USD, avec le code ISIN US931422AK51, paye un coupon de 4.4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/09/2042

L'Obligation émise par Walgreen Corporation ( Etas-Unis ) , en USD, avec le code ISIN US931422AK51, a été notée B1 ( Très spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Walgreen Corporation ( Etas-Unis ) , en USD, avec le code ISIN US931422AK51, a été notée BB- ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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Calculation of Registration Fee

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

Registered

per Note

Offering Price

Registration Fee(1)
Floating Rate Notes due 2014

$ 550,000,000
100.000%

$ 550,000,000
$
63,030.00
1.000% Notes due 2015

$ 750,000,000
99.877%

$ 749,077,500
$
85,844.28
1.800% Notes due 2017

$1,000,000,000
99.790%

$ 997,900,000
$
114,359.34
3.100% Notes due 2022

$1,200,000,000
99.889%

$1,198,668,000
$
137,367.35
4.400% Notes due 2042

$ 500,000,000
99.192%

$ 495,960,000
$
56,837.02
Total

$3,991,605,500
$
457,437.99

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-175649
PROSPECTUS SUPPLEMENT
(To Prospectus dated July 18, 2011)
$4,000,000,000

$550,000,000 Floating Rate Notes due 2014
$1.000% Notes due 2015
$1.800% Notes due 2017
$ 3.100% Notes due 2022
$ 4.400% Notes due 2042

This is an offering by Walgreen Co. of floating rate notes due 2014 (the "floating rate notes"), 1.000% notes due
2015 (the "notes due 2015"), 1.800% notes due 2017 (the "notes due 2017"), 3.100% notes due 2022 (the "notes due
2022") and 4.400% notes due 2042 (the "notes due 2042"). The notes due 2015, the notes due 2017, the notes due
2022 and the notes due 2042 are col ectively referred to as the "fixed rate notes." The floating rate notes and the fixed
rate notes are col ectively referred to as the "notes."
Interest on the floating rate notes wil be paid quarterly in arrears on March 13, June 13, September 13 and
December 13, beginning December 13, 2012. Interest on the notes due 2015 wil be paid semi-annual y in arrears on
March 13 and September 13, beginning March 13, 2013. Interest on the notes due 2017, the notes due 2022 and the
notes due 2042 wil be paid semi-annual y in arrears on March 15 and September 15, beginning March 15, 2013.
The floating rate notes wil mature on March 13, 2014, the notes due 2015 wil mature on March 13, 2015, the
notes due 2017 wil mature on September 15, 2017, the notes due 2022 wil mature on September 15, 2022 and the
notes due 2042 wil mature on September 15, 2042. We may redeem the notes, at any time in whole or from time to
time in part, at the 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, we wil 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 the date of purchase.
The notes wil be our unsecured senior debt obligations and wil rank equal y with al of our other unsecured and
unsubordinated indebtedness from time to time outstanding. The notes wil be issued only in registered form in minimum
denominations of $2,000 and integral multiples of $1,000 in excess thereof. The notes wil 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.

Investing in our notes involves risks that are described under "Risk Factors" beginning on page S-14 of
this prospectus supplement and those described in Item 1A "Risk Factors" of our most recent Annual Report
on Form 10-K and subsequent Quarterly Reports on Form 10-Q, which are incorporated by reference in this
prospectus supplement and the accompanying prospectus.

Public
Underwriting
Proceeds, before

offering price(1)
discount
expenses, to us
Per Floating Rate Note

100.000%

0.125%

99.875%
Per Note due 2015

99.877%

0.350%

99.527%
Per Note due 2017

99.790%

0.600%

99.190%
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Per Note due 2022

99.889%

0.650%

99.239%
Per Note due 2042

99.192%

0.875%

98.317%
Total

$3,991,605,500
$21,487,500
$ 3,970,118,000
(1) Plus accrued interest, if any, from September 13, 2012.
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 wil 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
September 13, 2012.

Joint Book-Running Managers

Goldman, Sachs & Co.

BofA Merrill Lynch
J.P. Morgan

Morgan Stanley

Wells Fargo Securities

Co-Managers

Mitsubishi UFJ Securities

Mizuho Securities

KKR
US Bancorp

The Williams Capital Group, L.P.
Prospectus Supplement dated September 10, 2012
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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 sel 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.

TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
About This Prospectus Supplement
S-2

Cautionary Statements Relating To Forward-Looking Information
S-3

Financial Presentation
S-3

Prospectus Supplement Summary
S-5

Risk Factors
S-14
Use Of Proceeds
S-17
Ratio Of Earnings To Fixed Charges
S-17
Capitalization
S-18
Unaudited Pro Forma Consolidated Financial Information
S-19
The Business Of Walgreens
S-32
The Business Of Al iance Boots
S-34
Description Of The Notes
S-36
Material U.S. Federal Income Tax Considerations
S-51
Underwriting
S-56
Conflicts Of Interest
S-59
Legal Matters
S-60
Experts
S-60
Industry And Market Data
S-60
Where You Can Find More Information
S-60

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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 July 18, 2011, which
is part of our Registration Statement on Form S-3 (No. 333-175649) 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 wil apply and wil supersede that information in the accompanying prospectus.
It is important for you to read and consider al 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 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 sel , or an invitation on our behalf or 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)
"Walgreens," "we," "us," "our," and "Company" refer to Walgreen Co. and its consolidated subsidiaries, which does not
include Al iance Boots, and (i ) "Al iance Boots" refer to Al iance Boots GmbH and its consolidated subsidiaries. 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.

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CAUTIONARY STATEMENTS RELATING TO FORWARD-LOOKING INFORMATION
This prospectus supplement, the accompanying prospectus, the documents incorporated by reference into this
prospectus supplement and other reports and oral statements made from time to time by us may contain forward-
looking information based on current expectations and plans that involve risks and uncertainties. For such statements, we
claim the protection of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as
"expect," "likely," "outlook," "forecast," "would," "could," "should," "can," "wil ," "project," "intend," "plan," "goal,"
"continue," "sustain," "synergy," "on track," "believe," "seek," "estimate," "anticipate," "may," "possible," "assume,"
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 that could cause actual results to vary material y from those indicated, including: risks that the transactions
contemplated by the Purchase and Option Agreement described in this prospectus supplement, and related agreements,
disrupt plans and operations of either Walgreens or Al iance Boots, our ability to realize anticipated synergies, our ability
to achieve anticipated financial results, the amount of costs, fees, expenses and charges incurred by Walgreens and
Al iance Boots related to the Al iance Boots transaction described in this prospectus supplement, the risks associated
with international business operations, the risks associated with governance and control matters, whether the cal option
to acquire the remainder of the equity interest in Al iance Boots described in this prospectus supplement wil be
exercised and the financial ramifications thereof, changes in vendor, payer and customer relationships and terms,
changes in network participation, and other factors described in our most recent Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q, as amended, each of which is incorporated by reference into this prospectus
supplement, 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. 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, Walgreens does not undertake, and expressly disclaims, any duty or
obligation to update publicly any forward-looking statement after the date of this prospectus supplement, whether as a
result of new information, future events, changes in assumptions or otherwise.
FINANCIAL PRESENTATION
Unless otherwise indicated, our financial information contained in this prospectus supplement has been prepared in
accordance with general y 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, Al iance 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." Al iance
Boots' fiscal years end on March 31 and are designated by the calendar year in which the fiscal year ends. References
to Al iance Boots' "year" are to Al iance Boots' fiscal year, unless the context requires otherwise. Al iance Boots'
historical financial information included herein includes the results of the minority interest in Galenica, Ltd., the Swiss
healthcare group ("Galenica") owned by Al iance Boots. Walgreens initial investment and the call option excludes this
minority interest, which continues to be legal y owned by

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Al iance Boots for the benefit of Al iance Boots' shareholders as of immediately prior to the closing of the first step
transaction.
On August 2, 2012, we completed the initial investment contemplated by the Purchase and Option Agreement
dated June 18, 2012, by and among Walgreens, Al iance Boots GmbH and AB Acquisitions Holdings Limited (the
"Purchase and Option Agreement"), which resulted in our acquisition of 45% of the issued and outstanding share capital
of Al iance Boots GmbH, in exchange for $4.025 bil ion in cash and 83,392,670 shares of Walgreens common stock (the
"first step transaction"). The Purchase and Option Agreement also provides, among other things and subject to the
satisfaction or waiver of specified conditions, that we wil have the right, but not the obligation, to acquire the remaining
55% interest in Al iance Boots GmbH (the "cal option") in exchange for £3.133 bil ion in cash, payable in British pounds
sterling, and 144,333,468 shares of Walgreens common stock, subject to certain specified adjustments (the "second
step transaction"). The cal option is exercisable by Walgreens, in its 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. 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 first
step transaction and related events as if such transaction had occurred on September 1, 2010 and (i ) for purposes of
the unaudited pro forma consolidated balance sheet contained herein, give effect to the first step transaction and related
events as if such transaction had occurred on May 31, 2012. When we use the term "pro forma," we do not assume
the exercise of the call option and accordingly do not give effect to the completion of the potential acquisition
of the remaining 55% of Alliance Boots GmbH. See "Unaudited Pro Forma Consolidated Financial Information."

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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 we have filed with the SEC 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 we have filed with the SEC that are incorporated herein by reference, including the
financial statements and notes thereto, prior to deciding whether to purchase the notes.
Walgreens Business
Walgreen Co., together with its subsidiaries, operates the largest drugstore chain in the United States with net
sales of $72.2 bil ion in the fiscal year ended August 31, 2011. We provide our customers with convenient,
multichannel access to consumer goods and services, and pharmacy, health and wel ness services in communities
across the United States. We offer our products and services through drugstores, as wel as through mail, by
telephone, and via the Internet. As of August 31, 2012, the company operated 7,930 drugstores in al 50 states, the
District of Columbia and Puerto Rico.
We sel prescription and non-prescription drugs, as wel as general merchandise, including household products,
convenience foods, personal care, beauty care, candy, photofinishing and seasonal items. Our pharmacy services
include retail, specialty, infusion, medical facility, long-term care and mail service, as wel as respiratory services.
These services help improve health outcomes and manage costs for payers including employers, managed care
organizations, health systems, pharmacy benefit managers and the public sector. Our Take Care Health Systems
subsidiary is a manager of worksite health centers and in-store convenient care clinics, with more than 700 locations
throughout the United States.
Recent Developments.

Y Acquisition of Interest in Alliance Boots. On August 2, 2012, we acquired a 45% equity interest in Al iance

Boots GmbH, which we account for using the equity method of accounting. See "--Acquisition of Interest in
Alliance Boots" below.

Y Express Scripts Pharmacy Network Agreement. On July 19, 2012, Walgreens and Express Scripts, Inc.
("Express Scripts") announced a multi-year pharmacy network agreement that includes rates and terms

under which Walgreens wil again participate in the broadest retail pharmacy network available to new and
existing clients of Express Scripts, as of September 15, 2012.

Y USA Drug Transaction. On July 5, 2012, we announced that we entered into an agreement to purchase a
regional drugstore chain in the mid-South region of the United States from Stephen L. LaFrance Holdings,
Inc. and members of the LaFrance family for $438 mil ion in cash, subject to adjustment in certain
circumstances (the "USA Drug transaction"). The USA Drug transaction includes 144 stores currently

operated under the USA Drug, Super D Drug, May's, Med-X and Drug Warehouse names located in
Arkansas, Kansas, Mississippi, Missouri, New Jersey, Oklahoma and Tennessee. The USA Drug transaction
also includes corporate offices, a distribution center located in Pine Bluff, Arkansas and a wholesale and
private brand business. The USA Drug transaction is subject to customary closing conditions and is currently
expected to close in September 2012.

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Y August Sales Update. On September 6, 2012, we announced that Walgreens had August 2012 sales of
$5.9 bil ion, a decrease of 4.5% from $6.1 bil ion for the same month in fiscal 2011. We also announced that
total sales for the fourth quarter of fiscal 2012, were $17.1 bil ion, down 4.9% from $18.0 bil ion in the fourth
quarter of fiscal 2011, and total sales for fiscal 2012 were $71.6 bil ion, down 0.8% from $72.2 bil ion in
fiscal 2011. The foregoing sales results are preliminary and have not been audited. Because we only
recently completed our fourth fiscal quarter, financial statements for fiscal 2012 are not yet

available. However, consistent with our previous public disclosures, Walgreens operating results for the
fourth quarter of fiscal 2012 are expected to be affected by a number of factors, including the continued
impact throughout the fourth quarter of our not being in the Express Scripts pharmacy provider network and
the impact of the Al iance Boots first step transaction. The comparison of such results to operating results
for the fourth quarter of fiscal 2011 wil also be affected by the $434 mil ion pre-tax gain from the sale of
Walgreens Health Initiatives, Inc. realized by Walgreens in the fourth quarter of fiscal 2011. See "Cautionary
Statements Relating To Forward-Looking Information."
For more information concerning our business, see "The Business of Walgreens."
Acquisition of Interest in Alliance Boots
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 Al iance Boots GmbH, in
exchange for $4.025 bil ion in cash and 83,392,670 shares of Walgreens common stock. The Purchase and Option
Agreement also provides, among other things and subject to the satisfaction or waiver of specified conditions, that
we wil have the right, but not the obligation, to acquire the remaining 55% interest in Al iance Boots GmbH in
exchange for £3.133 bil ion in cash, payable in British pounds sterling, and 144,333,468 shares of Walgreens
common stock, subject to certain specified adjustments. If Walgreens exercises the call option, in certain limited
circumstances, Walgreens may be required to make the entire second step transaction payment in cash. The call
option is 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. In addition, in certain specified cases, if Walgreens does not exercise the
call option, or Walgreens has exercised the cal option but the second step transaction does not close, Walgreens
may be required to return to the sellers an approximately 3% interest in Al iance Boots GmbH in exchange for a
nominal amount. Walgreens initial investment and the cal option excludes the Al iance Boots minority interest in
Galenica. The Alliance Boots investment in Galenica continues to be legally owned by Alliance Boots for the benefit
of Alliance Boots' shareholders as of immediately prior to the closing of the first step transaction.
Walgreens financed the cash consideration paid to complete the first step transaction using available cash and
$3 bil ion in borrowings under the unsecured 364-Day Bridge Term Loan Agreement, dated as of July 23, 2012,
described in our Form 8-K filed with the SEC on July 26, 2012, which is incorporated by reference into this
prospectus supplement (the "bridge term loan").
Al iance Boots is an international, pharmacy-led health and beauty group delivering a range of products and
services to customers. As of March 31, 2012, Al iance Boots and its associates and joint ventures had a presence in
more than 25 countries and employed over 116,000 people. As of March 31, 2012, Al iance Boots and its associates
and joint ventures had pharmacy-led health and beauty retail businesses in 11 countries and operated more than
3,330 health and beauty retail stores,

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of which just over 3,200 had a pharmacy. In addition, Al iance Boots and its associates and joint ventures had around
625 optical practices, of which around 185 operated on a franchise basis. Its pharmaceutical wholesale businesses
supplied medicines, other healthcare products and related services to more than 170,000 pharmacies, doctors,
health centers and hospitals from over 370 distributions centers in 21 countries.
For more information concerning the Al iance Boots business, see "The Business of Al iance Boots."

Our principal executive offices are located at 108 Wilmot Road, Deerfield, Il inois 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.
Summary Consolidated Historical
and Unaudited Pro Forma Consolidated Financial Information
Walgreens
The fol owing table sets forth a summary of our historical financial information and unaudited pro forma
consolidated financial information as of, and for, the periods presented. Because the information below is a summary,
you should read the fol owing information in conjunction with the information contained under the caption "Risk
Factors" in this prospectus supplement, as wel as under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and in our financial statements and the notes thereto included in our
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are incorporated by reference in this
prospectus supplement.
Set forth below is our summary historical financial information for each of our fiscal years ended August 31,
2007, August 31, 2008, August 31, 2009, August 31, 2010 and August 31, 2011, and for the nine-month periods
ended May 31, 2011 and May 31, 2012. We have derived the historical financial information for our 2009 year and
for, and as of the end of, our 2010 and 2011 years from our audited consolidated financial statements contained in
our Annual Report on Form 10-K for the year ended August 31, 2011, which is incorporated by reference in this
prospectus supplement. We have derived the historical financial information for and as of the end of our nine-month
periods ended May 31, 2011 and May 31, 2012 from our unaudited consolidated financial statements contained in
our Quarterly Report on Form 10-Q for the quarter ended May 31, 2012, which is incorporated by reference in this
prospectus supplement. We have derived the historical financial information for, and as of the end of, our 2007 and
2008 fiscal years and as of the end of our 2009 fiscal year from our audited consolidated financial statements, which
are not incorporated by reference in this prospectus supplement.
The summary unaudited pro forma consolidated financial information for the year ended August 31, 2011 and
nine-months ended May 31, 2012, gives effect to the consummation of the first step transaction and certain related
financing transactions, but does not reflect the issuance of the notes offered hereby or the use of any proceeds in
connection therewith. The summary unaudited pro forma consolidated statement of earnings gives effect to these
events as if they had occurred on September 1, 2010. The summary unaudited pro forma consolidated balance sheet
gives effect to these events as if they had occurred on May 31, 2012. For additional details on the pro forma
adjustments, please see "Unaudited Pro Forma Consolidated Financial Information."

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