00016189212022FYtrueWBA is filing this
Amendment to amend Item 15 to include the consolidated financial
statements of its equity investee, AmerisourceBergen Corporation
(“ABC”) as of September 30,
202200016189212021-09-012022-08-310001618921us-gaap:CommonStockMember2021-09-012022-08-310001618921wba:A3600NotesPayableDue2025Member2021-09-012022-08-310001618921wba:A3450NotesPayableDue2026Member2021-09-012022-08-3100016189212022-08-31iso4217:USDxbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
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☑ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the fiscal year ended August 31, 2022
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☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the Transition Period From ____________ to
___________
Commission file number 001-36759
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WALGREENS BOOTS ALLIANCE, INC.
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(Exact name of registrant as specified in its charter) |
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Delaware |
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47-1758322 |
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(State of incorporation) |
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(I.R.S. Employer Identification No.) |
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108 Wilmot Road, Deerfield, Illinois
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60015 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code:
(847) 315-3700
Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, $0.01 par value |
WBA |
The Nasdaq Stock Market LLC |
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3.600% Walgreens Boots Alliance, Inc. notes due 2025 |
WBA25 |
The Nasdaq Stock Market LLC |
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2.125% Walgreens Boots Alliance, Inc. notes due 2026 |
WBA26 |
The Nasdaq Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.
Yes ☑ No ☐
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐ No ☑
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports) and (2) has been subject to such filing requirements
for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files).
Yes ☑ No ☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
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Large accelerated filer ☑
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Accelerated filer ☐ |
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Non-accelerated filer ☐ |
Smaller reporting company ☐
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Emerging growth company ☐
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant has filed a report on
and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the
registered public accounting firm that prepared or issued its audit
report. ☑
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange
Act). Yes
☐ No
☑
As of February 28, 2022, the aggregate market value of Walgreens
Boots Alliance, Inc. common stock held by non-affiliates (based on
the closing transaction price on Friday, February 28, 2022) was
approximately $23.2 billion.
As of September 30, 2022, there were 864,813,091 shares of
Walgreens Boots Alliance, Inc. common stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement for our Annual Meeting
of Stockholders planned to be held on January 26, 2023 are
incorporated by reference into Part III of this Form 10-K as
indicated herein.
EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report on Form 10-K (this
“Amendment”) of Walgreens Boots Alliance, Inc. (“WBA”) amends WBA’s
Annual Report on Form 10-K for the year ended August 31, 2022,
which WBA filed with the Securities and Exchange Commission (“SEC”)
on October 13, 2022 (the “Original Form 10-K”). WBA is filing this
Amendment to amend Item 15 to include the consolidated financial
statements of its equity investee, AmerisourceBergen Corporation
(“ABC”) as of September 30, 2022 and 2021 and for the years ended
September 30, 2022, 2021 and 2020 (the “ABC Financial Statements”)
in accordance with Rule 3-09 of Regulation S-X under the Securities
Exchange Act of 1934, as amended. The ABC Financial Statements,
which were prepared by ABC, were audited in accordance with the
standards of the Public Company Accounting Oversight Board (United
States).
Except as otherwise expressly noted, this Amendment does not modify
or update in any way (i) the consolidated financial position, the
results of operations or cash flows of WBA, or (ii) the disclosures
in the Original Form 10-K; nor does it reflect events occurring
after the filing of the Original Form 10-K. Accordingly, this
Amendment should be read in conjunction with the Original Form 10-K
and WBA’s other filings made with the SEC subsequent to the filing
of the Original Form 10-K.
Part IV
Item 15. Exhibits and financial statement schedules
(a)Documents
filed as part of this report:
(1)Financial
statements.
The following financial statements, supplementary data and reports
of independent public accountants appear in Part II, Item 8 of this
Form 10-K and are incorporated herein by reference.
Consolidated Balance Sheets at August 31, 2022 and
2021
Consolidated Statements of Equity, Earnings, Comprehensive Income
and Cash Flows for the years ended August 31, 2022, 2021 and
2020
Notes to Consolidated Financial Statements
Management’s Report on Internal Control
Report of Independent Registered Public Accounting Firm (PCAOB ID
No. 34), Chicago, Illinois
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(2)Financial
statement schedules and supplementary information
Schedule II is incorporated herein by reference.
Schedules I, III, IV and V are not submitted because they are not
applicable or not required or because the required information is
included in the Financial Statements referenced in (1) above or the
notes thereto.
The financial statements of AmerisourceBergen Corporation and its
consolidated subsidiaries required by Rule 3-09 of Regulation S-X
are included in Item 8. Financial Statements and supplementary data
on pages 50 to 89 and Schedule II on page 101 of Exhibit 99.4 to
this Amendment.
(3)Exhibits.
Exhibits 10.1 through 10.42 constitute management contracts or
compensatory plans or arrangements required to be filed as exhibits
pursuant to Item 15(b) of this Form 10-K.
(b)Exhibits
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Exhibit
No. |
Description |
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SEC Document Reference |
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Purchase and Option Agreement by and among Walgreen Co., Alliance
Boots GmbH and AB Acquisitions Holdings Limited dated June 18, 2012
and related annexes. |
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Incorporated by reference to Annex B-1 to the proxy
statement/prospectus forming a part of the Registration Statement
on Form S-4 (File No. 333-198768) filed with the SEC pursuant to
Rule 424(b)(3) on November 24, 2014. |
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Amendment No. 1 to Purchase and Option Agreement and Walgreen Co.
Shareholders Agreement, dated August 5, 2014, by and among Walgreen
Co., Alliance Boots GmbH, AB Acquisitions Holdings Limited,
Walgreen Scotland Investments LP, KKR Sprint (European II) Limited,
KKR Sprint (2006) Limited and KKR Sprint (KPE) Limited, Alliance
Santé Participations S.A., Stefano Pessina and Kohlberg Kravis
Roberts & Co. L.P. |
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Incorporated by reference to Annex B-2 to the proxy
statement/prospectus forming a part of the Registration Statement
on Form S-4 (File No. 333-198768) filed with the SEC pursuant to
Rule 424(b)(3) on November 24, 2014. |
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Agreement and Plan of Merger, dated October 17, 2014, by and among
Walgreen Co., Walgreens Boots Alliance, Inc. and Ontario Merger
Sub, Inc. |
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Incorporated by reference to Annex A to the proxy
statement/prospectus forming a part of the Registration Statement
on Form S-4 (File No. 333-198768) filed with the SEC pursuant to
Rule 424(b)(3) on November 24, 2014. |
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Amendment No. 1 to Agreement and Plan of Merger, dated December 23,
2014, by and among Walgreen Co., Walgreens Boots Alliance, Inc. and
Ontario Merger Sub, Inc. |
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Incorporated by reference to Exhibit 2.1 to Walgreens Boots
Alliance, Inc.’s Current Report on Form 8-K (File No. 1-36759)
filed with the SEC on December 24, 2014. |
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Amendment No. 2 to Agreement and Plan of Merger, dated December 29,
2014, by and among Walgreen Co., Walgreens Boots Alliance, Inc. and
Ontario Merger Sub, Inc. |
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Incorporated by reference to Exhibit 2.3 to Walgreens Boots
Alliance, Inc.’s Quarterly Report on Form 10-Q for the quarter
ended November 30, 2014 (File No. 1-36759) filed with the SEC on
December 30, 2014. |
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Amended and Restated Asset Purchase Agreement, dated as of
September 18, 2017, by and among Walgreens Boots Alliance, Inc.,
Walgreen Co. and Rite Aid Corporation. |
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Incorporated by reference to Exhibit 10.1 to Walgreens Boots
Alliance, Inc.’s Current Report on Form 8-K (File No. 1-36759)
filed with the SEC on September 19, 2017. |
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Share Purchase Agreement, dated as of January 6, 2021, by and
between Walgreens Boots Alliance, Inc., and AmerisourceBergen
Corporation. |
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Incorporated by reference to Exhibit 2.1 to Walgreens Boots
Alliance, Inc.’s Current Report on Form 8-K (File No. 1-36759)
filed with the SEC on January 8, 2021. |
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Securities Purchase Agreement, by and among Walgreen Co., the
several equity holders of Shields Health Solutions Parent, LLC
listed on Schedules A and B thereto, the stockholders of WCAS
Shields Holdings, Inc. listed on Schedule C thereto, Shields Health
Solutions Parent, LLC, WCAS Shields Holdings, Inc. and WCAS XIII
Associates, LLC, solely in its capacity as Sellers’ Representative
thereunder. |
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Incorporated by reference to Exhibit 2.1 to Walgreen’s Boots
Alliance, Inc.’s Current Report on Form 8-K (File No. 1-36759)
filed with the SEC on September 21, 2021. |
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Class D Preferred Unit Purchase Agreement, dated as of October 14,
2021, by and among WBA Acquisition 4, LLC, WBA Financial, LLC,
Walgreens Boots Alliance, Inc., Village Practice Management
Company, LLC and certain members of Village Practice Management
Company, LLC |
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Incorporated by reference to Exhibit 2.1 to Walgreen’s Boots
Alliance, Inc.’s Current Report on Form 8-K (File No. 1-36759)
filed with the SEC on October 14, 2021. |
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Securities Purchase Agreement and Agreement and Plan of Merger,
dated September 19, 2022, by and among WBA Acquisition 4, LLC,
Walgreen Co., WBA Shields Merger Sub, LLC, certain equityholders of
WCAS Shields Holdings, LLC listed on Schedule A thereto, WCAS
Shields Holdings, LLC, Shields Health Solutions Parent, LLC and
WCAS XIII Associates, LLC, solely in its capacity as Sellers’
Representative thereunder |
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Incorporated by reference to Exhibit 2.1 to Walgreen’s Boots
Alliance, Inc.’s Current Report on Form 8-K (File No. 1-36759)
filed with the SEC on September 20, 2022. |
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Amended and Restated Certificate of Incorporation of Walgreens
Boots Alliance, Inc.
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Incorporated by reference to Exhibit 3.1 to Walgreens Boots
Alliance, Inc.’s Current Report on Form 8-K12B (File No. 1-36759)
filed with the SEC on December 31, 2014. |
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Amended and Restated By-laws of Walgreens Boots Alliance,
Inc. |
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Incorporated by reference to Exhibit 3.1 to Walgreens Boots
Alliance, Inc.’s Current Report on Form 8-K (File No. 1-36759)
filed with the SEC on June 10, 2016. |
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Indenture, dated as of July 17, 2008, between Walgreen Co. and
Wells Fargo Bank, National Association, as trustee. |
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Incorporated by reference to Exhibit 4.3 to Walgreen Co.’s
registration statement on Form S-3ASR (File No. 333-152315) filed
with the SEC on July 14, 2008. |
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Form of Walgreen Co. 4.400% Note due 2042. |
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Incorporated by reference to Exhibit 4.5 to Walgreen Co.’s Current
Report on Form 8-K (File No. 1-00604) filed with the SEC on
September 13, 2012. |
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Form of Guarantee of Walgreens Boots Alliance, Inc. |
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Incorporated by reference to Exhibit 4.1 to Walgreens Boots
Alliance, Inc.’s Current Report on Form 8-K12B (File No. 1-36759)
filed with the SEC on December 31, 2014. |
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Indenture dated November 18, 2014 among Walgreens Boots Alliance,
Inc. and Wells Fargo Bank, National Association, as
trustee. |
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Incorporated by reference to Exhibit 4.1 to Walgreen Co.’s Current
Report on Form 8-K (File No. 1-00604) filed with the SEC on
November 18, 2014. |
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Form of 3.800% Notes due 2024. |
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Incorporated by reference to Exhibit 4.6 to Walgreen Co.’s Current
Report on Form 8-K (File No. 1-00604) filed with the SEC on
November 18, 2014. |
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Form of 4.500% Notes due 2034. |
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Incorporated by reference to Exhibit 4.7 to Walgreen Co.’s Current
Report on Form 8-K (File No. 1-00604) filed with the SEC on
November 18, 2014. |
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Form of 4.800% Notes due 2044. |
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Incorporated by reference to Exhibit 4.8 to Walgreen Co.’s Current
Report on Form 8-K (File No. 1-00604) filed with the SEC on
November 18, 2014. |
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Form of 3.600% Notes due 2025 (£). |
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Incorporated by reference to Exhibit 4.3 to Walgreen Co.’s Current
Report on Form 8-K (File No. 1-00604) filed with the SEC on
November 20, 2014. |
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Form of 2.125% Notes due 2026 (€). |
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Incorporated by reference to Exhibit 4.4 to Walgreen Co.’s Current
Report on Form 8-K (File No. 1-00604) filed with the SEC on
November 20, 2014. |
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Indenture, dated as of December 17, 2015, between Walgreens Boots
Alliance, Inc. and Wells Fargo Bank, National Association, as
trustee. |
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Incorporated by reference to Exhibit 4.1 to the Registration
Statement on Form S-3 (File No. 333-208587) filed with the SEC on
December 17, 2015. |
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First Supplemental Indenture, dated as of October 13, 2021, by and
between Walgreens Boots Alliance, Inc. and Wells Fargo Bank,
National Association, as trustee. |
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Incorporated by reference to Exhibit 4.13 to Walgreens Boots
Alliance, Inc.’s Annual Report on Form 10-K for the year ended
August 31, 2021 (File No. 1-36759) filed with the SEC on October
14, 2021. |
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Form of 3.450% Notes due 2026. |
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Incorporated by reference to Exhibit 4.5 to Walgreens Boots
Alliance, Inc.’s Current Report on Form 8-K (File No. 1-36759)
filed with the SEC on June 1, 2016. |
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Form of 4.650% Notes due 2046. |
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Incorporated by reference to Exhibit 4.6 to Walgreens Boots
Alliance, Inc.’s Current Report on Form 8-K (File No. 1-36759)
filed with the SEC on June 1, 2016. |
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Form of 3.200% Notes due 2030. |
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Incorporated by reference to Exhibit 4.1 to Walgreens Boots
Alliance, Inc.’s Current Report on Form 8-K (File No. 1-36759)
filed with the SEC on April 15, 2020. |
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Form of 4.100% Notes due 2050. |
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Incorporated by reference to Exhibit 4.2 to Walgreens Boots
Alliance, Inc.’s Current Report on Form 8-K (File No. 1-36759)
filed with the SEC on April 15, 2020. |
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Form of 0.950% Notes due 2023. |
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Incorporated by reference to Exhibit 4.1 to Walgreens Boots
Alliance, Inc.’s Current Report on Form 8-K (File No. 1-36759)
filed with the SEC on November 17, 2021. |
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Walgreen Co. Shareholders Agreement, dated as of August 2, 2012,
among Walgreen Co., Stefano Pessina, KKR Sprint (European II)
Limited, KKR Sprint (2006) Limited and KKR Sprint (KPE) Limited,
Alliance Santé Participations S.A., Kohlberg Kravis Roberts &
Co. L.P. and certain other investors party thereto. |
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Incorporated by reference to Exhibit 4.1 to Walgreen Co.’s Current
Report on Form 8-K (File No. 1-00604) filed with the SEC on
August 6, 2012.
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Letter Agreement between Stefano Pessina and Walgreens Boots
Alliance, Inc., dated July 23, 2020. |
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Incorporated by reference to Exhibit 10.1 to Walgreens Boots
Alliance, Inc.’s Current Report on Form 8-K (File No. 1-36759)
filed with the SEC on July 27, 2020. |
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Amendment No. 1 to Purchase and Option Agreement and Walgreen Co.
Shareholders Agreement, dated August 5, 2014, by and among Walgreen
Co., Alliance Boots GmbH, AB Acquisitions Holdings Limited,
Walgreen Scotland Investments LP, KKR Sprint (European II) Limited,
KKR Sprint (2006) Limited and KKR Sprint (KPE) Limited, Alliance
Santé Participations S.A., Stefano Pessina and Kohlberg Kravis
Roberts & Co. L.P.
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Incorporated by reference to Annex B-2 to the proxy
statement/prospectus forming a part of the Registration Statement
on Form S-4 (File No. 333-198768) filed with the SEC pursuant to
Rule 424(b)(3) on November 24, 2014.
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Amendment No. 2 to Purchase and Option Agreement and Walgreen Co.
Shareholders Agreement, dated December 31, 2014, as Amended by
Amendment No.1, dated as of August 5, 2014, by and among Walgreen
Co., Alliance Boots GmbH, AB Acquisitions Holdings Limited, Ontario
Holdings WBS Limited, KKR Sprint (European II)Limited, KKR Sprint
(2006) Limited and KKR Sprint (KPE) Limited, Alliance Santé
Participations S.A., Stefano Pessina and Kohlberg Kravis Roberts
& Co. L.P. |
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Incorporated by reference to Exhibit E to the Schedule 13D filed by
Alliance Santé Participations S.A. (File No. 005-88481) filed with
the SEC on December 31, 2014). |
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Description of Registered Securities. |
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Filed herewith.*** |
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Walgreens Boots Alliance, Inc. Management Incentive Plan (as
amended and restated effective July 1, 2016).
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Incorporated by reference to Exhibit 10.2 to Walgreens Boots
Alliance, Inc.’s Annual Report on Form 10-K for the year ended
August 31, 2016 (File No. 1-36759) filed with the SEC on October
20, 2016. |
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Walgreens Boots Alliance, Inc. 2021 Omnibus Incentive
Plan. |
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Incorporated by reference to Exhibit 10.1 to Walgreens Boots
Alliance, Inc.’s Current Report on Form 8-K (File No. 1-36759)
filed with the SEC on February 2, 2021. |
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Form of Performance Share Award agreement (effective October
2021).
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Incorporated by reference to Exhibit 10.4 to Walgreens Boots
Alliance, Inc.’s Quarterly Report on Form 10-Q for the quarter
ended November 30, 2021 (File No. 1-36759) filed with the SEC on
January 6, 2022. |
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Form of Performance Share Award agreement (effective January
2021). |
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Incorporated by reference to Exhibit 10.2 to Walgreens Boots
Alliance, Inc.’s Current Report on Form 8-K (File No. 1-36759)
filed with the SEC on February 2, 2021. |
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Form of Stock Option Award agreement (effective October
2021). |
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Incorporated by reference to Exhibit 10.5 to Walgreens Boots
Alliance, Inc.’s Quarterly Report on Form 10-Q for the quarter
ended November 30, 2021 (File No. 1-36759) filed with the SEC on
January 6, 2022. |
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Form of Stock Option Award agreement (effective January
2021). |
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Incorporated by reference to Exhibit 10.3 to Walgreens Boots
Alliance, Inc.’s Current Report on Form 8-K (File No. 1-36759)
filed with the SEC on February 2, 2021. |
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Form of Restricted Stock Unit Award agreement (effective October
2021). |
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Incorporated by reference to Exhibit 10.6 to Walgreens Boots
Alliance, Inc.’s Quarterly Report on Form 10-Q for the quarter
ended November 30, 2021 (File No. 1-36759) filed with the SEC on
January 6, 2022. |
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Form of Restricted Stock Unit Award agreement (effective January
2021). |
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Incorporated by reference to Exhibit 10.4 to Walgreens Boots
Alliance, Inc.’s Current Report on Form 8-K (File No. 1-36759)
filed with the SEC on February 2, 2021. |
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Form of Restricted Stock Unit Award agreement. |
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Incorporated by reference to Exhibit 10.1 to Walgreens Boots
Alliance, Inc.’s Current Report on Form 8-K (File No. 1-36759)
filed with the SEC on April 26, 2021. |
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Form of Restricted Stock Unit Award agreement for Executive
Chairman (November 2021). |
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Incorporated by reference to Exhibit 10.7 to Walgreens Boots
Alliance, Inc.’s Quarterly Report on Form 10-Q for the quarter
ended November 30, 2021 (File No. 1-36759) filed with the SEC on
January 6, 2022. |
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Amendment to the amended and restated Walgreens Boots Alliance,
Inc. 2013 Omnibus Incentive Plan. |
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Incorporated by reference to Exhibit 10.5 to Walgreens Boots
Alliance, Inc.’s Current Report on Form 8-K (File No. 1-36759)
filed with the SEC on February 2, 2021. |
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Walgreens Boots Alliance, Inc. 2013 Omnibus Incentive Plan (as
amended and restated). |
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Incorporated by reference to Exhibit 10.1 to Walgreens Boots
Alliance, Inc.’s Current Report on Form 8-K (File No. 1-36759)
filed with the SEC on January 19, 2018. |
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Form of Performance Share Award agreement (effective October
2020). |
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Incorporated by reference to Exhibit 10.1 to Walgreens Boots
Alliance, Inc.’s Current Report on Form 8-K (File No. 1-36759)
filed with the SEC on October 30, 2020. |
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Form of Performance Share Award agreement (effective October
2019). |
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Incorporated by reference to Exhibit 10.3 to Walgreens Boots
Alliance, Inc.’s Annual Report on Form 10-K for the year ended
August 31, 2019 (File No. 1-36759) filed with the SEC on October
28, 2019. |
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Form of Stock Option Award agreement (effective October
2020). |
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Incorporated by reference to Exhibit 10.2 to Walgreens Boots
Alliance, Inc.’s Current Report on Form 8-K (File No. 1-36759)
filed with the SEC on October 30, 2020. |
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Form of Stock Option Award agreement (effective October
2019). |
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Incorporated by reference to Exhibit 10.6 to Walgreens Boots
Alliance, Inc.’s Annual Report on Form 10-K for the year ended
August 31, 2019 (File No. 1-36759) filed with the SEC on October
28, 2019. |
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Form of Restricted Stock Unit Award agreement (effective October
2020). |
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Incorporated by reference to Exhibit 10.4 to Walgreens Boots
Alliance, Inc.’s Current Report on Form 8-K (File No. 1-36759)
filed with the SEC on October 30, 2020. |
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Form of Restricted Stock Unit Award agreement (effective October
2019).
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Incorporated by reference to Exhibit 10.20 to Walgreens Boots
Alliance, Inc.’s Annual Report on Form 10-K for the year ended
August 31, 2019 (File No. 1-36759) filed with the SEC on October
28, 2019. |
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Form of Performance Share Award agreement for CEO (November
2019). |
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Incorporated by reference to Exhibit 10.10 to Walgreens Boots
Alliance, Inc.’s Annual Report on Form 10-K for the year ended
August 31, 2019 (File No. 1-36759) filed with the SEC on October
28, 2019. |
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Form of Stock Option Award agreement for CEO (November
2019). |
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Incorporated by reference to Exhibit 10.14 to Walgreens Boots
Alliance, Inc.’s Annual Report on Form 10-K for the year ended
August 31, 2019 (File No. 1-36759) filed with the SEC on October
28, 2019. |
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Form of Restricted Stock Unit Award agreement for CEO (November
2019). |
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Incorporated by reference to Exhibit 10.18 to Walgreens Boots
Alliance, Inc.’s Annual Report on Form 10-K for the year ended
August 31, 2019 (File No. 1-36759) filed with the SEC on October
28, 2019. |
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Form of Amendment to Stock Option Award agreements. |
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Incorporated by reference to Exhibit 10.11 to Walgreen Co.’s Annual
Report on Form 10-K for the fiscal year ended August 31,
2014 (File No. 1-00604) filed with the SEC on October 20,
2014. |
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Amendments to certain Omnibus Plan Award agreements (October
2018). |
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Incorporated by reference to Exhibit 10.7 to Walgreens Boots
Alliance, Inc.’s Current Report on Form 8-K (File No. 1-36759)
filed with the SEC on October 26, 2018. |
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UK Sub-Plan under the Walgreens Boots Alliance, Inc. 2013 Omnibus
Incentive Plan. |
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Incorporated by reference to Exhibit 10.16 to Walgreens Boots
Alliance, Inc.’s Annual Report on Form 10-K (File No. 1-36759)
filed with the SEC on October 28, 2015. |
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Form of Stock Option Award agreement under UK Sub-plan (effective
October 2020). |
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Incorporated by reference to Exhibit 10.3 to Walgreens Boots
Alliance, Inc.’s Current Report on Form 8-K (File No. 1-36759)
filed with the SEC on October 30, 2020. |
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Form of Stock Option Award agreement under UK Sub-plan (effective
October 2019). |
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Incorporated by reference to Exhibit 10.29 to Walgreens Boots
Alliance, Inc.’s Annual Report on Form 10-K for the year ended
August 31, 2019 (File No. 1-36759) filed with the SEC on October
28, 2019. |
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Form of Stock Option Award agreement under UK Sub-plan (effective
October 2018). |
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Incorporated by reference to Exhibit 10.4 to Walgreens Boots
Alliance, Inc.’s Quarterly Report on Form 10-Q for the quarter
ended November 30, 2018 (File No. 1-36759) filed with the SEC on
December 20, 2018. |
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Walgreen Co. Executive Stock Option Plan (as amended and restated
effective January 13, 2010).
|
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Incorporated by reference to Exhibit 99.1 to Walgreen Co.’s Current
Report on Form 8-K (File No. 1-00604) filed with the SEC on January
20, 2010. |
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Walgreen Co. 2002 Executive Deferred Compensation/Capital
Accumulation Plan. |
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Incorporated by reference to Exhibit 10(g) to Walgreen Co.’s Annual
Report on Form 10-K for the fiscal year ended August 31,
2002 (File No. 1-00604). |
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Amendment to the Walgreen Co. 2002 et. al. Executive Deferred
Compensation/Capital Accumulation Plans. |
|
Incorporated by reference to Exhibit 10.3 to Walgreen Co.’s
Quarterly Report on Form 10-Q for the fiscal quarter ended
February 28, 2009 (File No. 1-00604). |
|
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Walgreen Co. 2006 Executive Deferred Compensation/Capital
Accumulation Plan (effective January 1, 2006).
|
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Incorporated by reference to Exhibit 10(b) to Walgreen Co.’s
Quarterly Report on Form 10-Q for the fiscal quarter ended November
30, 2005
(File No. 1-00604). |
|
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Walgreens Boots Alliance, Inc. Executive Retirement Savings Plan
(as amended and restated effective January 1, 2020). |
|
Incorporated by reference to Exhibit 10.43 to Walgreens Boots
Alliance, Inc.’s Annual Report on Form 10-K for the year ended
August 31, 2019 (File No. 1-36759) filed with the SEC on October
28, 2019. |
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First Amendment to the Walgreens Boots Alliance, Inc. Executive
Retirement Savings Plan (as amended and restated effective January
1, 2020). |
|
Incorporated by reference to Exhibit 10.38 to Walgreens Boots
Alliance, Inc.’s Annual Report on Form 10-K for the year ended
August 31, 2021 (File No. 1-36759) filed with the SEC on October
14, 2021. |
|
|
Walgreens Boots Alliance, Inc. Executive Severance and Change in
Control Plan (as amended and restated effective August 6,
2019). |
|
Incorporated by reference to Exhibit 10.47 to Walgreens Boots
Alliance, Inc.’s Annual Report on Form 10-K for the year ended
August 31, 2019 (File No. 1-36759) filed with the SEC on October
28, 2019. |
|
|
Offer Letter agreement between Stefano Pessina and Walgreens Boots
Alliance, Inc. |
|
Incorporated by reference to Exhibit 10.29 to Walgreens Boots
Alliance, Inc.’s Quarterly Report on Form 10-Q for the quarter
ended February 28, 2015 (File No. 1-36759) filed with the SEC on
April 9, 2015. |
|
|
Offer Letter agreement between Walgreens Boots Alliance, Inc. and
Rosalind G. Brewer dated January 26, 2021. |
|
Incorporated by reference to Exhibit 10.1 to Walgreens Boots
Alliance, Inc.’s Current Report on Form 8-K (File No. 1-36759)
filed with the SEC on February 1, 2021. |
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Offer Letter agreement dated as of March 6, 2018 between James
Kehoe and Walgreens Boots Alliance, Inc.
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Incorporated by reference to Exhibit 10.1 to Walgreens Boots
Alliance, Inc.’s Current Report on Form 8-K (File No. 1-36759)
filed with the SEC on March 8, 2018. |
|
|
Offer Letter agreement dated as of August 27, 2020 between John
Standley and Walgreens Boots Alliance, Inc. |
|
Incorporated by reference to Exhibit 10.46 to Walgreens Boots
Alliance, Inc.’s Annual Report on Form 10-K for the year ended
August 31, 2021 (File No. 1-36759) filed with the SEC on October14,
2021. |
|
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Employment Agreement between Alliance UniChem Plc and Ornella Barra
dated December 10, 2002. |
|
Incorporated by reference to Exhibit 10.20 to Walgreens Boots
Alliance, Inc.’s Quarterly Report on Form 10-Q for the quarter
ended February 28, 2015 (File No. 1-36759) filed with the SEC on
April 9, 2015. |
|
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Agreement among Alliance Boots plc, Alliance UniChem Plc and
Ornella Barra, dated July 31, 2006. |
|
Incorporated by reference to Exhibit 10.21 to Walgreens Boots
Alliance, Inc.’s Quarterly Report on Form 10-Q for the quarter
ended February 28, 2015 (File No. 1-36759) filed with the SEC on
April 9, 2015. |
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Novation of Service Agreement among Alliance Boots Holdings
Limited, Alliance Boots Management Services MC S.A.M and Ornella
Barra, dated June 1, 2013. |
|
Incorporated by reference to Exhibit 10.22 to Walgreens Boots
Alliance, Inc.’s Quarterly Report on Form 10-Q for the quarter
ended February 28, 2015 (File No. 1-36759) filed with the SEC on
April 9, 2015. |
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Walgreens Boots Alliance, Inc. Long-Term Global Assignment
Relocation Policy. |
|
Incorporated by reference to Exhibit 10.68 to Walgreens Boots
Alliance, Inc.’s Annual Report on Form 10-K (File No. 1-36759)
filed with the SEC on October 28, 2015. |
|
|
Secondment Agreement dated September 27, 2013 between Alliance
Boots Management Services Limited and Walgreen Co. |
|
Incorporated by reference to Exhibit 10.52 to Walgreen Co.’s Annual
Report on Form 10-K for the fiscal year ended August 31,
2013 (File No. 1-00604). |
|
|
Shareholders’ Agreement, dated as of August 2, 2012, by and among
Alliance Boots GmbH, AB Acquisition Holdings Limited and Walgreen
Co. |
|
Incorporated by reference to Exhibit 10.1 to Walgreen Co.’s Current
Report on Form 8-K (File No. 1-00604) filed with the SEC on August
6, 2012. |
|
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Framework Agreement, dated as of March 18, 2013, by and among
Walgreen Co., Alliance Boots GmbH and AmerisourceBergen
Corporation. |
|
Incorporated by reference to Exhibit 10.1 to Walgreen Co.’s Current
Report on Form 8-K (File No. 1-00604) filed with the SEC on March
20, 2013. |
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Shareholders Agreement, dated as of March 18, 2013, by and
among Walgreen Co., Alliance Boots GmbH and AmerisourceBergen
Corporation. |
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Incorporated by reference to Exhibit 10.2 to Walgreen Co.’s Current
Report on Form 8-K (File No. 1-00604) filed with the SEC on March
20, 2013. |
|
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Amended and Restated AmerisourceBergen Shareholders Agreement,
dated as of June 1, 2021, between AmerisourceBergen Corporation and
Walgreens Boots Alliance, Inc. |
|
Incorporated by reference to Exhibit 10.1 to Walgreens Boots
Alliance, Inc.’s Current Report on Form 8-K (File No. 1-36759)
filed with the SEC on June 4, 2021. |
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Second Amended and Restated Limited Liability Company Agreement of
Shields Health Solutions Parent, LLC. |
|
Incorporated by reference to Exhibit 10.1 to Walgreens Boots
Alliance, Inc.’s Current Report on Form 8-K (File No. 1-36759)
filed with the SEC on October 29, 2021. |
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Seventh Amended and Restated Limited Liability Company Agreement of
Village Practice Management Company, LLC. |
|
Incorporated by reference to Exhibit 10.1 to Walgreens Boots
Alliance, Inc.’s Current Report on Form 8-K (File No. 1-36759)
filed with the SEC on November 26, 2021. |
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Appointment and Waiver Agreement, dated as of November 24, 2021, by
and among Walgreens Boots Alliance, Inc., WBA Acquisition 5, LLC
and Village Practice Management Company, LLC. |
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Incorporated by reference to Exhibit 10.2 to Walgreens Boots
Alliance, Inc.’s Current Report on Form 8-K (File No. 1-36759)
filed with the SEC on November 26, 2021. |
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Delayed Draw Term Loan Credit Agreement, dated as of November 15,
2021, by and among Walgreens Boots Alliance, Inc., the Designated
Borrowers from time to time party thereto, the Lenders from time to
time party thereto and Bank of America, N.A., as Administrative
Agent. |
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Incorporated by reference to Exhibit 10.1 to Walgreens Boots
Alliance Inc.’s Current Report on Form 8-K (File No. 1-36759) filed
on November 16, 2021. |
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5-Year Revolving Credit Facility, dated as of June 17, 2022, by and
among Walgreens Boots Alliance, Inc., the Designated Borrowers from
time to time party thereto, the Lenders and L/C Issuers from time
to time party thereto and Wells Fargo Bank, National Association,
as Administrative Agent. |
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Incorporated by reference to Exhibit 10.1 to Walgreens Boots
Alliance, Inc.’s Current Report on Form 8-K (File No. 1-36759)
filed with the SEC on June 21, 2022. |
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18-Month Revolving Credit Facility, dated as of June 17, 2022, by
and among Walgreens Boots Alliance, Inc., the Designated Borrowers
from time to time party thereto, the Lenders from time to time
party thereto and Wells Fargo Bank, National Association, as
Administrative Agent. |
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Incorporated by reference to Exhibit 10.2 to Walgreens Boots
Alliance, Inc.’s Current Report on Form 8-K (File No. 1-36759)
filed with the SEC on June 21, 2022. |
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Subsidiaries of the Registrant. |
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Filed herewith.*** |
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Consent of Deloitte & Touche LLP.
|
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Filed herewith.*** |
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Consent of Ernst & Young LLP. |
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Filed herewith. |
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Certification of the Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002. |
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Filed herewith. |
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Certification of the Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002. |
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Filed herewith. |
|
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Certification of the Chief Executive Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section
1350. |
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Furnished herewith.
|
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Certification of the Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section
1350. |
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Furnished herewith. |
|
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AmerisourceBergen Corporation consolidated financial statements and
schedule as of September 30, 2022 and 2021 and for the years ended
September 30, 2022, 2021 and 2020; and Independent Registered
Public Accounting Firms’ Reports as of September 30, 2022 and 2021
and for the years ended September 30, 2022, 2021 and
2020. |
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Incorporated by reference to Item 8. Financial Statements and
supplementary data on pages 50 to 89 and Schedule II on page 101 to
AmerisourceBergen’s Annual Report on Form 10-K for the year ended
September 30, 2022.
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101.INS |
XBRL Instance Document (The following financial information from
this Annual Report on Form 10-K for the fiscal year ended August
31, 2022 formatted in Inline XBRL (Extensive Business Reporting
Language) includes: (i) the Consolidated Balance Sheets; (ii) the
Consolidated Statements of Equity; (iii) the Consolidated Statement
of Earnings; (iv) the Consolidated Statements of Comprehensive
Income; (v) the Consolidated Statements of Cash Flows; and (vi)
Notes to Financial Statements). |
|
Filed herewith.*** |
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101.SCH |
XBRL Taxonomy Extension Schema Document |
|
Filed herewith.*** |
|
101.CAL |
XBRL Taxonomy Extension Calculation Linkbase Document |
|
Filed herewith.*** |
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document |
|
Filed herewith.*** |
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document |
|
Filed herewith.*** |
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101.PRE |
XBRL Taxonomy Extension Presentation Linkbase Document |
|
Filed herewith.*** |
|
104 |
Cover Page Interactive Data File (formatted as Inline XBRL document
and included in Exhibit 101) |
|
Filed herewith. |
*Schedules
and exhibits have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. Copies of any omitted schedule or exhibit will be
furnished supplementally to the SEC upon request.
**Other
instruments defining the rights of holders of long-term debt of the
registrant and its consolidated subsidiaries may be omitted from
Exhibit 4 in accordance with Item 601(b)(4)(iii)(A) of Regulation
S-K. Copies of any such agreements will be furnished supplementally
to the SEC upon request.
*** Previously filed or furnished, as applicable, with the Original
Form 10-K on October 13, 2022.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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WALGREENS BOOTS ALLIANCE, INC. |
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November 23, 2022 |
By: |
/s/ James Kehoe |
|
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James
Kehoe
|
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Executive
Vice President and Global Chief Financial Officer |
Walgreens Boots Alliance (NASDAQ:WBA)
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