Supplemental Guarantor Condensed Consolidating Financial Information | 21. Supplemental Guarantor Condensed Consolidating Financial Information The notes listed below are unsecured, unsubordinated debt obligations of WBA (“Parent Company”) and rank equally in right of payment with all other unsecured and unsubordinated indebtedness of WBA from time to time outstanding. The notes are fully and unconditionally guaranteed on an unsecured and unsubordinated basis by Walgreens, a 100% owned subsidiary (“Guarantor Subsidiary”) . The Walgreens guarantee, for so long as it is in place, is an unsecured, unsubordinated debt obligation of Walgreens and will rank equally in right of payment with all other unsecured and unsubordinated indebtedness of Walgreens from time to time outstanding. The purpose of the guarantee is to protect the notes against structural subordination to certain indebtedness of Walgreens. The Walgreens guarantee will automatically terminate, and the obligations of Walgreens under the Walgreens guarantee will be unconditionally released and discharged, if and when (i) the aggregate outstanding principal amount of Capital Markets Indebtedness (as defined), including the Existing Notes (as defined), and Commercial Bank Indebtedness (as defined), in each case, of Walgreens is less than $2.0 billion and (ii) Walgreens does not guarantee any Capital Markets Indebtedness (other than the notes or the Euro/Sterling Notes (as defined)) or Commercial Bank Indebtedness, in each case, of WBA. In addition, the Walgreens guarantee will automatically terminate, and the obligations of Walgreens under the Walgreens guarantee will be unconditionally released and discharged, with respect to any series of outstanding notes, upon (i) repayment of such series of outstanding notes in full, (ii) the satisfaction and discharge of the indenture with respect to such series of outstanding notes or (iii) the defeasance or covenant defeasance of such series of outstanding notes in accordance with the terms of the indenture. Once released in accordance with its terms, the Walgreens guarantee will not subsequently be required to be reinstated. Notes Issued (in millions) Maturity Date Interest Rate $ 750 May 18, 2016 Variable; three-month U.S. dollar LIBOR, reset quarterly, plus 45 basis points 750 November 17, 2017 Fixed 1.750% 1,250 November 18, 2019 Fixed 2.700% 1,250 November 18, 2021 Fixed 3.300% 2,000 November 18, 2024 Fixed 3.800% 500 November 18, 2034 Fixed 4.500% 1,500 November 18, 2044 Fixed 4.800% $ 8,000 Notes Issued (in millions) Maturity Date Interest Rate Euro Notes: € 750 November 20, 2026 Fixed 2.125% Pound Sterling Notes: £ 400 November 20, 2020 Fixed 2.875% 300 November 20, 2025 Fixed 3.600% £ 700 The condensed consolidating financial information of the Guarantor Subsidiary is presented below. This condensed consolidating financial information presents intercompany investments using the equity method. Under this method, investments are recorded at cost and adjusted for the ownership share of a subsidiary’s cumulative results of operations, capital contributions and distributions, and other equity changes. There are no significant restrictions on the ability of the Guarantor Subsidiary to make distributions to the Company. The condensed consolidating financial information of the Guarantor Subsidiary should be read in connection with the Company’s consolidated financial statements and related notes of which this note is an integral part. STATEMENT OF EARNINGS (UNAUDITED) (In millions) Three Months Ended May 31, 2015 Guarantor Subsidiary Non-guarantor Subsidiaries Parent Company Consolidating Adjustments Consolidated Net sales $ 14,074 $ 15,052 $ - $ (331 ) $ 28,795 Cost of sales 9,894 11,706 - (286 ) 21,314 Gross Profit 4,180 3,346 - (45 ) 7,481 Selling, general and administrative expenses 2,938 3,147 40 (45 ) 6,080 Equity earnings in Alliance Boots - - - - - Operating Income (loss) 1,242 199 (40 ) - 1,401 Gain on previously held equity interest - - - - - Other income - 459 2 - 461 Earnings (loss) before Interest and Income Tax Provision 1,242 658 (38 ) - 1,862 Interest expense, net 136 9 6 - 151 Earnings (loss) Before Income Tax Provision 1,106 649 (44 ) - 1,711 Income tax provision 496 (70 ) (18 ) - 408 Post tax earnings from equity method investments - 7 - - 7 Equity in income of subsidiaries 172 - 1,336 (1,508 ) - Net Earnings (loss) 782 726 1,310 (1,508 ) 1,310 Net earnings attributable to noncontrolling interests - 8 - - 8 Net Earnings (loss) Attributable to Walgreens Boots Alliance, Inc. $ 782 $ 718 $ 1,310 $ (1,508 ) $ 1,302 STATEMENT OF EARNINGS (UNAUDITED) (In millions) Three Months Ended May 31, 2014 Guarantor Subsidiary Non-guarantor Subsidiaries Parent Company Consolidating Adjustments Consolidated Net sales $ 13,168 $ 6,319 $ - $ (86 ) $ 19,401 Cost of sales 9,064 4,937 - (40 ) 13,961 Gross Profit 4,104 1,382 - (46 ) 5,440 Selling, general and administrative expenses 3,059 1,538 - (46 ) 4,551 Equity earnings in Alliance Boots - 135 - - 135 Operating Income 1,045 (21 ) - - 1,024 Gain on previously held equity interest - - - - - Other income - 124 - - 124 Earnings Before Interest and Income Tax Provision 1,045 103 - - 1,148 Interest expense, net 39 (4 ) - - 35 Earnings Before Income Tax Provision 1,006 107 - - 1,113 Income tax provision 427 (70 ) - - 357 Equity in income of subsidiaries 177 - - (177 ) - Net Earnings (loss) 756 177 - (177 ) 756 Net earnings attributable to noncontrolling interests - 42 - - 42 Net Earnings (loss) Attributable to Walgreens Boots Alliance, Inc. $ 756 $ 135 $ - $ (177 ) $ 714 STATEMENT OF EARNINGS (UNAUDITED) (In millions) Nine Months Ended May 31, 2015 Guarantor Subsidiary Non-guarantor Subsidiaries Parent Company Consolidating Adjustments Consolidated Net sales $ 41,776 $ 34,220 $ - $ (1,074 ) $ 74,922 Cost of sales 29,054 27,122 - (913 ) 55,263 Gross Profit 12,722 7,098 - (161 ) 19,659 Selling, general and administrative expenses 11,398 4,912 (7 ) (161 ) 16,142 Equity earnings in Alliance Boots - 315 - - 315 Operating Income (loss) 1,324 2,501 7 - 3,832 Gain on previously held equity interest - 706 - - 706 Other income (expense) (166 ) 1,330 - - 1,164 Earnings (loss) Before Interest and Income Tax Provision 1,158 4,537 7 - 5,702 Interest expense, net 289 9 52 - 350 Earnings (loss) Before Income Tax Provision 869 4,528 (45 ) - 5,352 Income tax provision 306 832 (18 ) - 1,120 Post tax earnings from equity method investments - 15 - - 15 Equity in income of subsidiaries 1,818 - 4,274 (6,092 ) - Net Earnings (loss) 2,381 3,711 4,247 (6,092 ) 4,247 Net earnings attributable to noncontrolling interests - 53 - - 53 Net Earnings (loss) Attributable to Walgreens Boots Alliance, Inc. $ 2,381 $ 3,658 $ 4,247 $ (6,092 ) $ 4,194 STATEMENT OF EARNINGS (UNAUDITED) (In millions) Nine Months Ended May 31, 2014 Guarantor Subsidiary Non-guarantor Subsidiaries Parent Company Consolidating Adjustments Consolidated Net sales $ 39,040 $ 18,597 $ - $ (302 ) $ 57,335 Cost of sales 26,663 14,569 - (139 ) 41,093 Gross Profit 12,377 4,028 - (163 ) 16,242 Selling, general and administrative expenses 10,669 2,993 - (163 ) 13,499 Equity earnings in Alliance Boots - 465 - - 465 Operating Income 1,708 1,500 - - 3,208 Gain on previously held equity interest - - - - - Other income - 290 - - 290 Earnings Before Interest and Income Tax Provision 1,708 1,790 - - 3,498 Interest expense, net 129 (16 ) - - 113 Earnings Before Income Tax Provision 1,579 1,806 - - 3,385 Income tax provision 590 577 - - 1,167 Equity in income of subsidiaries 1,229 - - (1,229 ) - Net Earnings (loss) 2,218 1,229 - (1,229 ) 2,218 Net earnings attributable to noncontrolling interests - 65 - - 65 Net Earnings (loss) Attributable to Walgreens Boots Alliance, Inc. $ 2,218 $ 1,164 $ - $ (1,229 ) $ 2,153 STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED) (In millions) Three Months Ended May 31, 2015 Guarantor Subsidiary Non-guarantor Subsidiaries Parent Company Consolidating Adjustments Consolidated Comprehensive Income Net Earnings (loss) $ 782 $ 726 $ 1,310 $ (1,508 ) $ 1,310 Other comprehensive income (loss), net of tax: Postretirement liability - (2 ) - - (2 ) Unrealized gain (loss) on cash flow hedges - - - - - Changes in unrecognized gain (loss) on available-for-sale investments - 74 - - 74 Share of other comprehensive income (loss) of Alliance Boots - - - - - Currency translation adjustments - (149 ) - - (149 ) Other Comprehensive Income (loss) of subsidiaries (77 ) - (77 ) 154 - Total Other Comprehensive Income (loss) (77 ) (77 ) (77 ) 154 (77 ) Total Comprehensive Income (loss) 705 649 1,233 (1,354 ) 1,233 Comprehensive income attributable to noncontrolling interests - 4 - - 4 Comprehensive income attributable to Walgreens Boots Alliance, Inc. $ 705 $ 645 $ 1,233 $ (1,354 ) $ 1,229 STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED) (In millions) Nine Months Ended May 31, 2015 Guarantor Subsidiary Non-guarantor Subsidiaries Parent Company Consolidating Adjustments Consolidated Comprehensive Income Net Earnings (loss) $ 2,381 $ 3,711 $ 4,247 $ (6,092 ) $ 4,247 Other comprehensive income (loss), net of tax: Postretirement liability (2 ) (9 ) - - (11 ) Unrealized gain (loss) on cash flow hedges (11 ) (1 ) - - (12 ) Changes in unrecognized gain (loss) on available-for-sale investments - 263 - - 263 Share of other comprehensive income (loss) of Alliance Boots - 113 - - 113 Currency translation adjustments - (639 ) - - (639 ) Other Comprehensive Income (loss) of subsidiaries (273 ) - (286 ) 559 - Total Other Comprehensive Income (Loss) (286 ) (273 ) (286 ) 559 (286 ) Total Comprehensive Income (loss) 2,095 3,438 3,961 (5,533 ) 3,961 Comprehensive income attributable to noncontrolling interests - 44 - - 44 Comprehensive income attributable to Walgreens Boots Alliance, Inc. $ 2,095 $ 3,394 $ 3,961 $ (5,533 ) $ 3,917 STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED) (In millions) Three Months Ended May 31, 2014 Guarantor Subsidiary Non-guarantor Subsidiaries Parent Company Consolidating Adjustments Consolidated Comprehensive Income Net Earnings (loss) $ 756 $ 177 $ - $ (177 ) $ 756 Other comprehensive income (loss), net of tax: Postretirement liability (2 ) - - - (2 ) Unrealized gain (loss) on cash flow hedges (13 ) - - - (13 ) Changes in unrecognized gain (loss) on available-for-sale investments - 40 - - 40 Share of other comprehensive income (loss) of Alliance Boots - 49 - - 49 Currency translation adjustments - 24 - - 24 Other Comprehensive Income (loss) of subsidiaries 113 - - (113 ) - Total Other Comprehensive Income (loss) 98 113 - (113 ) 98 Total Comprehensive Income (loss) 854 290 - (290 ) 854 Comprehensive income attributable to noncontrolling interests - 42 - - 42 Comprehensive income attributable to Walgreens Boots Alliance, Inc. $ 854 $ 248 $ - $ (290 ) $ 812 STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED) (In millions) Nine Months Ended May 31, 2014 Guarantor Subsidiary Non-guarantor Subsidiaries Parent Company Consolidating Adjustments Consolidated Comprehensive Income Net Earnings (loss) $ 2,218 $ 1,229 $ - $ (1,229 ) $ 2,218 Other comprehensive income (loss), net of tax: Postretirement liability 4 - - - 4 Unrealized gain (loss) on cash flow hedges (13 ) - - - (13 ) Changes in unrecognized gain (loss) on available-for-sale investments - 75 - - 75 Share of other comprehensive income (loss) of Alliance Boots - (7 ) - - (7 ) Currency translation adjustments - 305 - - 305 Other Comprehensive Income (loss) of subsidiaries 373 - - (373 ) - Total Other Comprehensive Income (loss) 364 373 - (373 ) 364 Total Comprehensive Income (loss) 2,582 1,602 - (1,602 ) 2,582 Comprehensive income attributable to noncontrolling interests - 65 - - 65 Comprehensive income attributable to Walgreens Boots Alliance, Inc. $ 2,582 $ 1,537 $ - $ (1,602 ) $ 2,517 CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) (In millions) May 31, 2015 Guarantor Subsidiary Non- guarantor Subsidiaries Parent Company Consolidating Adjustments Consolidated Assets Current Assets: Cash and cash equivalents $ 2,703 $ 1,732 $ 14 $ - $ 4,449 Accounts receivable, net 2,051 4,848 - - 6,899 Inventories 4,053 4,711 - - 8,764 Current intercompany loan receivable 13,695 26,531 20,238 (60,464 ) - Other current assets 856 641 3 (583 ) 917 Total Current Assets 23,358 38,463 20,255 (61,047 ) 21,029 Non-Current Assets: Property, plant and equipment, at cost, less accumulated depreciation and amortization 6,265 8,976 - - 15,241 Equity investment in Alliance Boots - - - - - Goodwill 8,920 8441 - - 17,361 Intangible assets 332 10,897 - - 11,229 Other non-current assets 339 5,445 - - 5,784 Non-current intercompany loan receivable - 4,286 19,101 (23,387 ) - Investment in subsidiaries 11,184 - 28,676 (39,860 ) - Total Non-Current Assets 27,040 38,045 47,777 (63,247 ) 49,615 Total Assets $ 50,398 $ 76,508 $ 68,032 $ (124,294 ) $ 70,644 Liabilities & Equity Current Liabilities: Short-term borrowings $ 8 $ 437 $ 747 $ - $ 1,192 Trade accounts payable 4,078 5,854 - - 9,932 Current intercompany loan payable 12,709 24,466 23,289 (60,464 ) - Accrued expenses and other liabilities 2,358 2,066 425 - 4,849 Income taxes - 217 550 (583 ) 184 Total Current Liabilities 19,153 33,040 25,011 (61,047 ) 16,157 Non-Current Liabilities: Long-term debt 3,721 57 11,277 - 15,055 Deferred income taxes 293 3,239 - - 3,532 Non-current intercompany loan payable 16,545 6,842 - (23,387 ) - Other non-current liabilities 2,551 1,239 181 - 3,971 Total Non-Current Liabilities 23,110 11,377 11,458 (23,387 ) 22,558 Equity: Total Walgreens Boots Alliance, Inc. Shareholders’ Equity 8,135 31,725 31,563 (39,860 ) 31,563 Noncontrolling interests - 366 - - 366 Total Equity 8,135 32,091 31,563 (39,860 ) 31,929 Total Liabilities & Equity $ 50,398 $ 76,508 $ 68,032 $ (124,294 ) $ 70,644 CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) (In millions) August 31, 2014 Guarantor Subsidiary Non- guarantor Subsidiaries Parent Company Consolidating Adjustments Consolidated Assets Current Assets: Cash and cash equivalents $ 2,224 $ 422 $ - $ - $ 2,646 Accounts receivable, net 1,860 1,358 - - 3,218 Inventories 4,301 1,775 - - 6,076 Current intercompany loan receivable 6,755 8,277 - (15,032 ) - Other current assets 176 141 - (15 ) 302 Total Current Assets 15,316 11,973 - (15,047 ) 12,242 Non-Current Assets: Property, plant and equipment, at cost, less accumulated depreciation and amortization 6,932 5,325 - - 12,257 Equity investment in Alliance Boots - 7,336 - - 7,336 Goodwill 343 2,016 - - 2,359 Intangible assets 417 763 - - 1,180 Other non-current assets 232 1,644 - - 1,876 Non-current intercompany loan receivable - 3,560 - (3,560 ) - Investment in subsidiaries 23,250 - - (23,250 ) - Total Non-Current Assets 31,174 20,644 - (26,810 ) 25,008 Total Assets $ 46,490 $ 32,617 $ - $ (41,857 ) $ 37,250 Liabilities & Equity Current Liabilities: Short-term borrowings $ 766 $ 8 $ - $ - $ 774 Trade accounts payable 3,850 465 - - 4,315 Current intercompany loan payable 8,277 6,755 - (15,032 ) - Accrued expenses and other liabilities 3,044 657 - - 3,701 Income taxes - 120 - (15 ) 105 Total Current Liabilities 15,937 8,005 - (15,047 ) 8,895 Non-Current Liabilities: Long-term debt 3,706 10 - - 3,716 Deferred income taxes 404 676 - - 1,080 Non-current intercompany loan payable 3,560 - - (3,560 ) - Other non-current liabilities 2,370 572 - - 2,942 Total Non-Current Liabilities 10,040 1,258 - (3,560 ) 7,738 Equity: Total Walgreens Boots Alliance, Inc. Shareholders’ Equity 20,513 23,250 - (23,250 ) 20,513 Noncontrolling interests - 104 - - 104 Total Equity 20,513 23,354 - (23,250 ) 20,617 Total Liabilities & Equity $ 46,490 $ 32,617 $ - $ (41,857 ) $ 37,250 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDTED) (In millions) Nine Months Ended May 31, 2015 Guarantor Subsidiary Non-guarantor Subsidiaries Parent Company Consolidating Adjustments Consolidated Cash Flows from Operating Activities $ 1,283 $ 2,868 $ 8 $ - $ 4,159 Cash Flows from Investing Activities Additions to property, plant and equipment (293 ) (597 ) - - (890 ) Proceeds from sale leaseback transactions 420 447 - - 867 Proceeds related to the sale of business 814 - - - 814 Proceeds from sale of other assets 35 36 - - 71 Alliance Boots acquisition, net of cash received - - (4,461 ) - (4,461 ) Other business and intangible asset acquisitions, net of cash received (62 ) (50 ) - - (112 ) Purchases of short-term investments held to maturity - (41 ) - - (41 ) Proceeds from short-term investments held to maturity - 42 - - 42 Other (174 ) - - - (174 ) Net cash used for investing activities 740 (163 ) (4,461 ) - (3,884 ) Cash Flows from Financing Activities Payments of short-term borrowings, net (5 ) (246 ) - - (251 ) Proceeds from issuance of long-term debt - - 12,279 - 12,279 Payments of long-term debt (750 ) (7,832 ) - - (8,582 ) Stock purchases (500 ) - (331 ) - (831 ) Proceeds related to employee stock plans 154 - 246 - 400 Cash dividends paid (642 ) - (371 ) - (1,013 ) Intra-company financing activities, net 212 7,003 (7,215 ) - - Other (13 ) (298 ) (69 ) - (380 ) Net cash provided by (used for) financing activities (1,544 ) (1,373 ) 4,539 - 1,622 Effect of exchange rate changes on cash and cash equivalents - (22 ) (72 ) - (94 ) Changes in Cash and Cash Equivalents Net increase in cash and cash equivalents 479 1,310 14 - 1,803 Cash and cash equivalents at beginning of period 2,224 422 - - 2,646 Cash and cash equivalents at end of period $ 2,703 $ 1,732 $ 14 $ - $ 4,449 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) (In millions) Nine Months Ended May 31, 2014 Guarantor Subsidiary Non-guarantor Subsidiaries Parent Company Consolidating Adjustments Consolidated Cash Flows from Operating Activities $ 526 $ 1,983 $ - $ - $ 2,509 Cash Flows from Investing Activities Additions to property, plant and equipment (495 ) (378 ) - 52 (821 ) Proceeds from sale leaseback transactions 121 23 - - 144 Proceeds from sale of other assets 52 29 - (52 ) 29 Business and intangible asset acquisitions, net of cash received (280 ) (43 ) - - (323 ) Purchases of short-term investments held to maturity - (41 ) - - (41 ) Proceeds from short-term investments held to maturity - 42 - - 42 Investment in AmerisourceBergen - (493 ) - - (493 ) Other (4 ) (78 ) - - (82 ) Net cash used for investing activities (606 ) (939 ) - - (1,545 ) Cash Flows from Financing Activities Payments of long-term debt (550 ) - - - (550 ) Proceeds from financing leases 203 22 - - 225 Stock purchases (205 ) - - - (205 ) Proceeds related to employee stock plans 518 - - - 518 Cash dividends paid (898 ) - - - (898 ) Intra-company financing activities, net 1,033 (1,033 ) - - - Other (11 ) (23 ) - - (34 ) Net cash (used for) provided by financing activities 90 (1,034 ) - - (944 ) Changes in Cash and Cash Equivalents Net increase in cash and cash equivalents 10 10 - - 20 Cash and cash equivalents at beginning of period 1,771 335 - - 2,106 Cash and cash equivalents at end of period $ 1,781 $ 345 $ - $ - $ 2,126 |