Borrowings | Borrowings Borrowings consist of the following (all amounts are presented in millions of U.S. dollars and debt issuances are denominated in U.S. dollars, unless otherwise noted) February 28, 2017 August 31, 2016 Short-Term Borrowings ( 1 ) 1.750% unsecured notes due November 2017 ( 5 )(7) $ 748 $ — Unsecured Pound Sterling variable rate term loan due 2019 90 63 Other (2) 315 260 Total short-term borrowings $ 1,153 $ 323 Long-Term Debt (1) Unsecured Pound Sterling variable rate term loan due 2019 $ 1,711 $ 1,833 $6 Billion Note Issuance (5)(7) 1.750% unsecured notes due 2018 1,247 1,246 2.600% unsecured notes due 2021 1,494 1,493 3.100% unsecured notes due 2023 745 744 3.450% unsecured notes due 2026 1,886 1,885 4.650% unsecured notes due 2046 590 590 $8 Billion Note Issuance (5)(7) 1.750% unsecured notes due 2017 — 746 2.700% unsecured notes due 2019 1,245 1,244 3.300% unsecured notes due 2021 1,243 1,242 3.800% unsecured notes due 2024 1,987 1,987 4.500% unsecured notes due 2034 494 494 4.800% unsecured notes due 2044 1,492 1,492 £700 Million Note Issuance (1)(5)(7) 2.875% unsecured Pound Sterling notes due 2020 495 521 3.600% unsecured Pound Sterling notes due 2025 371 391 €750 Million Note Issuance (1)(5)(7) 2.125% unsecured Euro notes due 2026 790 830 $4 Billion Note Issuance (6)(7) 3.100% unsecured notes due 2022 1,194 1,194 4.400% unsecured notes due 2042 492 492 $1 Billion Note Issuance (6)(7) 5.250% unsecured notes due 2019 (3) 249 249 Other (4) 33 32 Total long-term debt, less current portion $ 17,758 $ 18,705 (1) All notes are presented net of unamortized discount and debt issuance costs, where applicable, and foreign currency denominated borrowings have been translated using the spot rates at February 28, 2017 and August 31, 2016 , respectively. (2) Other short-term borrowings represent a mix of fixed and variable rate borrowings with various maturities and working capital facilities denominated in various foreign currencies. (3) Includes interest rate swap fair market value adjustments. See Note 8, Fair Value Measurements for additional fair value disclosures. (4) Other long-term debt represents a mix of fixed and variable rate borrowings in various foreign currencies with various maturities. (5) Notes are unsubordinated debt obligations of Walgreens Boots Alliance and rank equally in right of payment with all other unsecured and unsubordinated indebtedness of Walgreens Boots Alliance from time to time outstanding. (6) Notes are senior debt obligations of Walgreens and rank equally with all other unsecured and unsubordinated indebtedness of Walgreens. On December 31, 2014, Walgreens Boots Alliance fully and unconditionally guaranteed the outstanding notes on an unsecured and unsubordinated basis. The guarantee, for so long as it is in place, is an unsecured, unsubordinated debt obligation of Walgreens Boots Alliance and will rank equally in right of payment with all other unsecured and unsubordinated indebtedness of Walgreens Boots Alliance. (7) The fair value & carrying value of the $6 billion , $8 billion , £0.7 billion , €0.75 billion , $4 billion and $1 billion note issuances as of February 28, 2017 was $6.0 billion & $6.0 billion , $7.4 billion & $7.2 billion , $0.9 billion & $0.9 billion , $0.8 billion & $0.8 billion , $1.7 billion & $1.7 billion and $0.3 billion & $0.2 billion , respectively. The fair values of the notes outstanding are Level 1 fair value measures and determined based on quoted market price and translated at the February 28, 2017 spot rate, as applicable. Backstop Commitment Letter, Backstop Credit Agreement and 2017 Term Loan Credit Agreements In connection with Amendment No. 1 to the Merger Agreement, on January 31, 2017, the Company entered into (i) a $5.0 billion backstop facility commitment letter (the “Backstop Commitment Letter”) and (ii) a $5.0 billion unsecured bridge term loan facility (the “Backstop Credit Agreement”). Upon entry into the Backstop Credit Agreement, the Backstop Commitment Letter and the commitments contemplated thereby terminated. On February 22, 2017, the Company entered into (a) a $4.8 billion unsecured term loan facility with the lenders party thereto (the “Syndicated Credit Agreement”) and (b) a $1.0 billion unsecured term loan facility with Sumitomo Mitsui Banking Corporation, as lender and administrative agent (the “Sumitomo Credit Agreement” and, together with the Syndicated Credit Agreement, the “2017 Term Loan Credit Agreements”). In connection therewith, as of such date the commitments available under the Backstop Credit Agreement were reduced to zero and such agreement terminated in accordance with its terms. The Syndicated Credit Agreement is a two -tranche unsecured term loan facility (each tranche in an amount of $2.4 billion ), with the first tranche maturing October 27, 2019 and the second tranche maturing October 27, 2021, provided that the Company may increase the commitments available under either of the tranches of the Syndicated Credit Agreement at any time prior to the funding date thereunder by up to $450 million , subject to obtaining commitments from existing lenders and/or new lenders selected by the Company and reasonably acceptable to Bank of America, N.A., as administrative agent. The Sumitomo Credit Agreement is a two -tranche unsecured term loan facility (each tranche in an amount of $500 million ), with the first tranche maturing on the first anniversary of the funding date thereunder and the second tranche maturing on the earlier of the first anniversary of the funding date thereunder and March 30, 2018. Walgreens Boots Alliance will be the borrower under each of the 2017 Term Loan Credit Agreements. The obligations of the lenders party to each of the 2017 Term Loan Credit Agreements to fund the loans thereunder become effective upon the date of closing of the transactions contemplated by the Merger Agreement. The ability of the Company to request the funding of loans under each of the 2017 Term Loan Credit Agreements is subject to the satisfaction (or waiver) of certain customary "limited conditions" set forth therein and will terminate upon the occurrence of certain events set forth therein. Commitments to provide loans under each of the 2017 Term Loan Credit Agreements will expire on the earliest of (a) the date of consummation of the acquisition by Walgreens Boots Alliance (the “Acquisition”) of all the issued and outstanding equity interests of Rite Aid (provided that loans may be funded on such date), (b) prior to the consummation of the Acquisition, the termination of the Merger Agreement by Walgreens Boots Alliance or with the written consent of Walgreens Boots Alliance in accordance with its terms (other than with respect to provisions therein that expressly survive termination), (c) 11:59 p.m., New York time, on July 31, 2017; provided that Walgreens Boots Alliance may extend such date to October 31, 2017 on prior written notice to the respective Administrative Agent and lenders thereunder, and (d) the date of termination in whole of the lender’s commitments under each applicable 2017 Term Loan Credit Agreement in accordance with the terms thereof. As of February 28, 2017, there were no borrowings under either of the 2017 Term Loan Credit Agreements. 2017 Revolving Credit Agreement On February 1, 2017, the Company entered into a $1.0 billion revolving credit facility (the “2017 Revolving Credit Agreement”) with the lenders from time to time party thereto. The Company will be the borrower under the 2017 Revolving Credit Agreement, which terminates on the earlier of (a) 364 days following the effective date thereof, subject to the extension thereof pursuant to provisions specified in the Revolving Credit Agreement, and (b) the date of termination in whole of the aggregate commitment pursuant to the Revolving Credit Agreement. The ability of the Company to request the making of loans under the 2017 Revolving Credit Agreement is subject to the satisfaction (or waiver) of certain customary conditions set forth therein (including a separate set of customary “limited conditions” applicable to any loans made for the sole purpose of financing the Acquisition). As of February 28, 2017, there were no borrowings under the 2017 Revolving Credit Agreement. $6.0 billion Note Issuance On June 1, 2016, Walgreens Boots Alliance received net proceeds (after deducting underwriting discounts and offering expenses) of $6.0 billion from a public offering of five series of U.S. dollar notes with varying maturities and interest rates. Total issuance costs relating to the notes, including underwriting discounts and offering expenses, were $30 million . In the event that the merger contemplated by the Agreement and Plan of Merger dated as of October 27, 2015 among the Company, Rite Aid Corporation (“Rite Aid”) and Victoria Merger Sub, Inc., a wholly-owned subsidiary of the Company (as amended pursuant to Amendment No. 1 thereto, dated as of January 29, 2017, the “Merger Agreement”) is not consummated on or prior to June 1, 2017 (the first anniversary of the issuance date of the notes) or if the Merger Agreement is terminated at any time on or prior to June 1, 2017, then Walgreens Boots Alliance will be required to redeem the notes due 2018, the notes due 2021 and the notes due 2023 (but not the notes due 2026 or notes due 2046) on the date described in the applicable note at a redemption price equal to 101% of the aggregate principal amount of the notes to be redeemed, plus accrued and unpaid interest from and including the date of initial issuance, or the most recent date to which interest has been paid, whichever is later, to, but excluding, the date of redemption. The notes issued on June 1, 2016 contain redemption terms which allow or require the Company to redeem the notes at defined redemption prices plus accrued and unpaid interest at redemption dates set forth in the applicable series of notes. Interest on the notes issued on June 1, 2016 is payable semi-annually. Bridge Credit Agreement, 2015 Term Loan Credit Agreement and 2016 Term Loan Credit Agreement In connection with the pending acquisition of Rite Aid, on December 18, 2015, the Company entered into a 364 -day unsecured bridge term loan facility with initial aggregate commitments of $7.8 billion (as amended, the “Bridge Credit Agreement”) and a $5.0 billion unsecured term loan facility (as amended, the “2015 Term Loan Credit Agreement”) and on August 30, 2016, the Company entered into a $1.0 billion senior unsecured term loan facility (the “2016 Term Loan Credit Agreement”). On January 27, 2017, each of the Bridge Credit Agreement, the 2015 Term Loan Credit Agreement, and the 2016 Term Loan Credit Agreement terminated in accordance with its terms. Debt covenants The Company’s credit facilities contain a covenant to maintain, as of the last day of each fiscal quarter, a ratio of consolidated debt to total capitalization not to exceed 0.60 :1.00. The credit facilities contain various other customary covenants. In the case of the 2017 Term Loan Credit Agreements, such covenants are not in effect until the loans under each such credit facility are funded. Other Borrowings The Company periodically borrows under its commercial paper program. There were no commercial paper borrowings outstanding as of February 28, 2017 or August 31, 2016 , respectively. The Company had no activity under its commercial paper program for the six months ended February 28, 2017 . The Company had average daily short-term borrowings of $20 million of commercial paper outstanding at a weighted average interest rate of 0.62% for the six month period ended February 29, 2016 . |