Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Nov. 30, 2017 | Dec. 31, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Walgreens Boots Alliance, Inc. | |
Entity Central Index Key | 1,618,921 | |
Current Fiscal Year End Date | --08-31 | |
Entity Well-known Seasoned Issuer | Yes | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding (in shares) | 990,668,837 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Nov. 30, 2017 |
CONSOLIDATED CONDENSED BALANCE
CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Millions | Nov. 30, 2017 | Aug. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 1,830 | $ 3,301 |
Accounts receivable, net | 6,858 | 6,528 |
Inventories | 10,010 | 8,899 |
Other current assets | 983 | 1,025 |
Total current assets | 19,681 | 19,753 |
Non-current assets: | ||
Property, plant and equipment, net | 13,693 | 13,642 |
Goodwill | 15,931 | 15,632 |
Intangible assets, net | 10,588 | 10,156 |
Equity method investments (see note 4) | 6,028 | 6,320 |
Other non-current assets | 697 | 506 |
Total non-current assets | 46,937 | 46,256 |
Total assets | 66,618 | 66,009 |
Current liabilities: | ||
Short-term borrowings | 1,268 | 251 |
Trade accounts payable (see note 17) | 13,570 | 12,494 |
Accrued expenses and other liabilities | 5,183 | 5,473 |
Income taxes | 496 | 329 |
Total current liabilities | 20,517 | 18,547 |
Non-current liabilities: | ||
Long-term debt | 12,737 | 12,684 |
Deferred income taxes | 2,319 | 2,281 |
Other non-current liabilities | 4,289 | 4,223 |
Total non-current liabilities | 19,345 | 19,188 |
Commitments and contingencies (see note 10) | ||
Equity: | ||
Preferred stock $.01 par value; authorized 32 million shares, none issued | 0 | 0 |
Common stock $.01 par value; authorized 3.2 billion shares; issued 1,172,513,618 at November 30, 2017 and August 31, 2017 | 12 | 12 |
Paid-in capital | 10,359 | 10,339 |
Retained earnings | 30,560 | 30,137 |
Accumulated other comprehensive loss | (2,543) | (3,051) |
Treasury stock, at cost; 182,067,204 shares at November 30, 2017 and 148,664,548 at August 31, 2017 | (12,459) | (9,971) |
Total Walgreens Boots Alliance, Inc. shareholders’ equity | 25,929 | 27,466 |
Noncontrolling interests | 827 | 808 |
Total equity | 26,756 | 28,274 |
Total liabilities and equity | $ 66,618 | $ 66,009 |
CONSOLIDATED CONDENSED BALANCE3
CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | Nov. 30, 2017 | Aug. 31, 2017 |
Equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 32,000,000 | 32,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized shares (in shares) | 3,200,000,000 | 3,200,000,000 |
Common stock, issued (in shares) | 1,172,513,618 | 1,172,513,618 |
Treasury stock, at cost (in shares) | 182,067,204 | 148,664,548 |
CONSOLIDATED CONDENSED STATEMEN
CONSOLIDATED CONDENSED STATEMENTS OF EQUITY (UNAUDITED) - USD ($) $ in Millions | Total | Common stock | Treasury stock amount | Paid-in capital | Employee stock loan receivable | Accumulated other comprehensive (loss) income | Retained earnings | Noncontrolling interests |
Beginning Balance at Aug. 31, 2016 | $ 30,281 | $ 12 | $ (4,934) | $ 10,111 | $ (1) | $ (2,992) | $ 27,684 | $ 401 |
Beginning Balance (in shares) at Aug. 31, 2016 | 1,082,986,591 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net earnings | 1,067 | 1,054 | 13 | |||||
Other comprehensive income (loss), net of tax | (865) | (818) | (47) | |||||
Dividends declared | (406) | (406) | ||||||
Treasury stock purchases | (457) | (457) | ||||||
Treasury stock purchases (in shares) | (5,600,000) | |||||||
Employee stock purchase and option plans | 46 | 50 | (5) | 1 | ||||
Employee stock purchase and option plans (in shares) | 1,713,545 | |||||||
Stock-based compensation | 26 | 26 | ||||||
Ending Balance at Nov. 30, 2016 | 29,692 | $ 12 | (5,341) | 10,132 | 0 | (3,810) | 28,332 | 367 |
Ending Balance (in shares) at Nov. 30, 2016 | 1,079,100,136 | |||||||
Beginning Balance at Aug. 31, 2017 | 28,274 | $ 12 | (9,971) | 10,339 | 0 | (3,051) | 30,137 | 808 |
Beginning Balance (in shares) at Aug. 31, 2017 | 1,023,849,070 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net earnings | 822 | 821 | 1 | |||||
Other comprehensive income (loss), net of tax | 522 | 508 | 14 | |||||
Dividends declared | (398) | (398) | ||||||
Treasury stock purchases | (2,525) | (2,525) | ||||||
Treasury stock purchases (in shares) | (34,499,913) | |||||||
Employee stock purchase and option plans | 32 | 37 | (5) | |||||
Employee stock purchase and option plans (in shares) | 1,097,257 | |||||||
Stock-based compensation | 25 | 25 | ||||||
Noncontrolling interests contribution | 4 | 4 | ||||||
Ending Balance at Nov. 30, 2017 | $ 26,756 | $ 12 | $ (12,459) | $ 10,359 | $ 0 | $ (2,543) | $ 30,560 | $ 827 |
Ending Balance (in shares) at Nov. 30, 2017 | 990,446,414 |
CONSOLIDATED CONDENSED STATEME5
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS (UNAUDITED) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Income Statement [Abstract] | ||
Sales | $ 30,740 | $ 28,501 |
Cost of sales | 23,399 | 21,385 |
Gross profit | 7,341 | 7,116 |
Selling, general and administrative expenses | 5,907 | 5,686 |
Equity earnings (loss) in AmerisourceBergen | (112) | 17 |
Operating income | 1,322 | 1,447 |
Other income (expense) | (137) | 1 |
Earnings before interest and income tax provision | 1,185 | 1,448 |
Interest expense, net | 149 | 173 |
Earnings before income tax provision | 1,036 | 1,275 |
Income tax provision | 227 | 220 |
Post tax earnings from other equity method investments | 13 | 12 |
Net earnings | 822 | 1,067 |
Net earnings attributable to noncontrolling interests | 1 | 13 |
Net earnings attributable to Walgreens Boots Alliance, Inc. | $ 821 | $ 1,054 |
Net earnings per common share: | ||
Basic (in dollars per share) | $ 0.82 | $ 0.97 |
Diluted (in dollars per share) | 0.81 | 0.97 |
Dividends declared per share (in dollars per share) | $ 0.4000 | $ 0.375 |
Weighted average common shares outstanding: | ||
Basic (in shares) | 1,006.1 | 1,082.1 |
Diluted (in shares) | 1,011.1 | 1,088.3 |
CONSOLIDATED CONDENSED STATEME6
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Millions | 3 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Comprehensive income: | ||
Net earnings | $ 822 | $ 1,067 |
Other comprehensive income (loss), net of tax: | ||
Pension/postretirement obligations | 0 | (9) |
Unrealized gain on cash flow hedges | 0 | 1 |
Unrecognized loss on available-for-sale investments | 0 | (1) |
Share of other comprehensive loss of equity method investments | 2 | (1) |
Currency translation adjustments | 520 | (855) |
Total other comprehensive income (loss) | 522 | (865) |
Total comprehensive income | 1,344 | 202 |
Comprehensive income (loss) attributable to noncontrolling interests | 15 | (34) |
Comprehensive income attributable to Walgreens Boots Alliance, Inc. | $ 1,329 | $ 236 |
CONSOLIDATED CONDENSED STATEME7
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Millions | 3 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Cash flows from operating activities: | ||
Net earnings | $ 822 | $ 1,067 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation and amortization | 416 | 419 |
Deferred income taxes | (63) | (61) |
Stock compensation expense | 25 | 26 |
Equity (earnings) loss from equity method investments | 99 | (29) |
Other | 152 | 81 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (362) | (259) |
Inventories | (1,018) | (1,330) |
Other current assets | (154) | (109) |
Trade accounts payable | 1,011 | 884 |
Accrued expenses and other liabilities | (222) | (378) |
Income taxes | 246 | 217 |
Other non-current assets and liabilities | 9 | (3) |
Net cash provided by operating activities | 961 | 525 |
Cash flows from investing activities: | ||
Additions to property, plant and equipment | (378) | (378) |
Proceeds from sale leaseback transactions | 0 | 436 |
Proceeds from sale of other assets | 13 | 26 |
Business and intangible asset acquisitions, net of cash acquired | (265) | (15) |
Other | 31 | 20 |
Net cash (used for) provided by investing activities | (599) | 89 |
Cash flows from financing activities: | ||
Proceeds and payments from short-term borrowings, net | 1,026 | 49 |
Proceeds from issuance of debt | 110 | 0 |
Payments of debt | (92) | (4) |
Stock purchases | (2,525) | (457) |
Proceeds related to employee stock plans | 32 | 41 |
Cash dividends paid | (413) | (406) |
Other | 5 | (1) |
Net cash used for financing activities | (1,857) | (778) |
Effect of exchange rate changes on cash and cash equivalents | 24 | (45) |
Changes in cash and cash equivalents: | ||
Cash and cash equivalents at beginning of period | 3,301 | 9,807 |
Net decrease in cash and cash equivalents | (1,471) | (209) |
Cash and cash equivalents at end of period | $ 1,830 | $ 9,598 |
Accounting policies
Accounting policies | 3 Months Ended |
Nov. 30, 2017 | |
Accounting Policies [Abstract] | |
Accounting policies | Accounting policies Basis of presentation The Consolidated Condensed Financial Statements of Walgreens Boots Alliance, Inc. (“Walgreens Boots Alliance” or the “Company”) included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. The Consolidated Condensed Financial Statements include all subsidiaries in which the Company holds a controlling interest. Investments in less than majority-owned subsidiaries in which the Company does not have a controlling interest, but does have significant influence, are accounted for as equity method investments. All intercompany transactions have been eliminated. The Consolidated Condensed Balance Sheets as of November 30, 2017 and August 31, 2017 , the Consolidated Condensed Statements of Equity, the Consolidated Condensed Statements of Earnings, the Consolidated Condensed Statements of Comprehensive Income, and the Consolidated Condensed Statements of Cash Flows for the three months ended November 30, 2017 and 2016 are unaudited. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited Consolidated Condensed Financial Statements should be read in conjunction with the audited financial statements and the notes thereto included in the Walgreens Boots Alliance Annual Report on Form 10-K for the fiscal year ended August 31, 2017 . The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and determined there were no subsequent events to disclose other than as disclosed in notes 5 and 19. In the opinion of the Company, the unaudited Consolidated Condensed Financial Statements for the interim periods presented include all adjustments (consisting only of normal recurring adjustments) necessary to present a fair statement of the results for such interim periods. The influence of certain holidays, seasonality, foreign currency rates, changes in vendor, payer and customer relationships and terms and other factors on the Company’s operations, net earnings for any period may not be comparable to the same period in previous years. With respect to the Company’s Retail Pharmacy USA segment, the positive impact on gross profit margins and gross profit dollars typically has been significant in the first several months after a generic version of a drug is first allowed to compete with the branded version, which is generally referred to as a “generic conversion”. In any given year, the number of major brand name drugs that undergo a conversion from branded to generic status can increase or decrease, which can have a significant impact on the Company’s Retail Pharmacy USA segment’s sales, gross profit margins and gross profit dollars making the Company’s operations or net earnings for any period incomparable. |
Exit and disposal activities
Exit and disposal activities | 3 Months Ended |
Nov. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Exit and disposal activities | Exit and disposal activities On October 24, 2017, the Company’s Board of Directors approved a plan to implement a program (the “Store Optimization Program”) as part of an initiative to optimize store locations within the Company’s Retail Pharmacy USA segment upon completion of the acquisition of certain stores and related assets from Rite Aid. The Store Optimization Program includes plans to close approximately 600 stores and related assets across the U.S. The actions under the Store Optimization Program are expected to take place over an 18 month period beginning in spring 2018. The Company currently estimates that it will recognize cumulative pre-tax charges to its GAAP financial results of approximately $450 million , including costs associated with lease obligations and other real estate costs, employee severance and other exit costs. The Company expects to incur pre-tax charges of approximately $270 million for lease obligations and other real estate costs and approximately $180 million for employee severance and other exit costs. The Company estimates that substantially all of these cumulative pre-tax charges will result in future cash expenditures. The Company did not incur any charges related to the Store Optimization Program for the three months ended November 30, 2017 . On April 8, 2015, the Walgreens Boots Alliance Board of Directors approved a plan to implement a restructuring program (the “Cost Transformation Program”) as part of an initiative to reduce costs and increase operating efficiencies. The Cost Transformation Program implemented and built on the cost-reduction initiative previously announced by the Company on August 6, 2014 and included plans to close stores across the U.S.; reorganize corporate and field operations; drive operating efficiencies; and streamline information technology and other functions. The actions under the Cost Transformation Program focused primarily on the Retail Pharmacy USA segment, but included activities from all segments. The Company completed the Cost Transformation Program in the fourth quarter of fiscal 2017. The changes in accrued expenses and other liabilities related to the Cost Transformation Program for the three months ended November 30, 2017 include the following (in millions): Real estate costs Severance and other business transition and exit costs Total Balance at August 31, 2017 $ 521 $ 79 $ 600 Payments (42 ) (39 ) (81 ) Balance at November 30, 2017 $ 479 $ 40 $ 519 |
Operating leases
Operating leases | 3 Months Ended |
Nov. 30, 2017 | |
Leases [Abstract] | |
Operating leases | Operating leases Initial terms for leased premises in the U.S. are typically 15 to 25 years, followed by additional terms containing renewal options at five -year intervals, and may include rent escalation clauses. Non-U.S. leases are typically for shorter terms and may include cancellation clauses or renewal options. The commencement date of all lease terms is the earlier of the date the Company becomes legally obligated to make rent payments or the date the Company has the right to control the property. The Company recognizes rent expense on a straight-line basis over the term of the lease. In addition to minimum fixed rentals, some leases provide for contingent rentals based upon a portion of sales. The Company continuously evaluates its real estate portfolio in conjunction with its capital needs. Historically, the Company has entered into several sale-leaseback transactions. For the three months ended November 30, 2017 , the Company did not record any proceeds from sale-leaseback transactions. For the three months ended November 30, 2016 , the Company recorded proceeds from sale-leaseback transactions of $436 million . The Company provides for future costs related to closed locations. The liability is based on the present value of future rent obligations and other related costs (net of estimated sublease rent) to the first lease option date. During the three months ended November 30, 2017 , the Company recorded charges of $39 million for facilities that were closed or relocated under long-term leases. This compares to $17 million for the three months ended November 30, 2016 . These charges are reported in selling, general and administrative expenses in the Consolidated Condensed Statements of Earnings. The changes in reserve for facility closings and related lease termination charges primarily in other non-current liabilities, include the following (in millions): For the three months ended November 30, 2017 For the twelve months ended August 31, 2017 Balance at beginning of period $ 718 $ 466 Provision for present value of non-cancellable lease payments on closed facilities 29 344 Assumptions about future sublease income, terminations and changes in interest rates 1 13 Interest accretion 9 37 Cash payments, net of sublease income (61 ) (142 ) Balance at end of period $ 696 $ 718 As of November 30, 2017 , the Company remains secondarily liable on 71 leases. The maximum potential undiscounted future payments are $318 million as of November 30, 2017 . |
Equity method investments
Equity method investments | 3 Months Ended |
Nov. 30, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity method investments | Equity method investments Equity method investments as of November 30, 2017 and August 31, 2017 , were as follows (in millions, except percentages): November 30, 2017 August 31, 2017 Carrying value Ownership percentage Carrying value Ownership percentage AmerisourceBergen $ 4,895 26% $ 5,024 26% Others 1,133 8% - 50% 1,296 8% - 50% Total $ 6,028 $ 6,320 AmerisourceBergen investment As of November 30, 2017 and August 31, 2017 , the Company owned 56,854,867 AmerisourceBergen Corporation (“AmerisourceBergen”) common shares, representing approximately 26% of the outstanding AmerisourceBergen common stock. The Company accounts for its equity investment in AmerisourceBergen using the equity method of accounting, with the net earnings attributable to the Company’s investment being classified within the operating income of its Pharmaceutical Wholesale segment. Due to the timing and availability of financial information of AmerisourceBergen, the Company accounts for this equity method investment on a financial reporting lag of two months . Equity earnings from AmerisourceBergen is reported as a separate line in the Consolidated Condensed Statements of Earnings. The level 1 fair market value of the Company’s equity investment in AmerisourceBergen common stock at November 30, 2017 is $4.8 billion . The Company’s investment in AmerisourceBergen carrying value exceeded its proportionate share of the net assets of AmerisourceBergen by $4.4 billion . This premium of $4.4 billion was recognized as part of the carrying value in the Company’s equity investment in AmerisourceBergen. The difference was primarily related to goodwill and the fair value of AmerisourceBergen intangible assets. Other investments The Company’s other equity method investments include its investments in Guangzhou Pharmaceuticals Corporation (“Guangzhou Pharmaceuticals”) and Nanjing Pharmaceutical Corporation Limited, the Company’s pharmaceutical wholesale investments in China; and the equity method investment retained through the sale of a majority interest in Option Care Inc. in fiscal 2015. The Company reported $13 million and $12 million of post-tax equity earnings from equity method investments other than AmerisourceBergen for the three months ended November 30, 2017 and 2016 , respectively. During the three months period ended November 30, 2017 , the Company recorded an impairment of $170 million in its equity interest in Guangzhou Pharmaceuticals, which was included in other income (expense) in the Consolidated Condensed Statements of Earnings. The fair value of the Company's equity interest in Guangzhou Pharmaceuticals was determined using the proposed sale price and thus represents Level 3 measurement. |
Acquisitions
Acquisitions | 3 Months Ended |
Nov. 30, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Acquisition of certain Rite Aid Corporation ( “ Rite Aid ” ) assets On September 19, 2017, the Company announced that it had secured regulatory clearance for an amended and restated asset purchase agreement to purchase 1,932 stores, three distribution centers and related inventory from Rite Aid for $4.375 billion in cash and other consideration. During the quarter, the Company purchased 97 stores for total cash consideration of $241 million . Ownership of the remaining stores is expected to be transferred in phases in fiscal 2018. These transfers remain subject to closing conditions set forth in the amended and restated asset purchase agreement and will be accounted for as business combinations. As of November 30, 2017, the Company had not completed the analysis to assign fair values to all tangible and intangible assets acquired and therefore the purchase price allocation has not been completed. Pro forma net earnings and sales of the Company, assuming the acquired stores had occurred at the beginning of each period presented, would not be materially different from the results reported. The acquired stores did not have a material impact on net earnings or sales of the Company for the three months ended November 30, 2017 . From December 1, 2017 through the date of this report, the Company purchased 260 additional stores for total cash consideration of $474 million . AllianceRx Walgreens Prime On March 31, 2017, Walgreens Boots Alliance and pharmacy benefit manager Prime Therapeutics LLC (“Prime”) closed a transaction to form a combined central specialty pharmacy and mail services company AllianceRx Walgreens Prime, as part of a strategic alliance. AllianceRx Walgreens Prime is consolidated by Walgreens Boots Alliance and reported within the Retail Pharmacy USA segment in its financial statements. The Company accounted for this acquisition of Prime’s specialty pharmacy and mail services business as a business combination involving non-cash purchase consideration of $720 million consisting of the issuance of an equity interest in AllianceRx Walgreens Prime. As of November 30, 2017 , the Company had not completed the analysis to determine the fair value of the consideration acquired or to assign fair values to all tangible and intangible assets acquired, and therefore the purchase price allocation has not been completed. The preliminary purchase price allocation will be subject to further refinement and may result in material changes. These changes will primarily relate to the allocation of consideration and the fair value assigned to all tangible and intangible assets acquired and identified. The following table summarizes the consideration for the acquisition and the preliminary amounts of identified assets acquired and liabilities assumed at the date of the transaction (in millions). Total consideration $ 720 Identifiable assets acquired and liabilities assumed Accounts receivable $ 217 Inventories 149 Property, plant and equipment 11 Intangible assets 331 Trade accounts payable (90 ) Accrued expenses and other liabilities (1 ) Total identifiable net assets 617 Goodwill $ 103 The preliminary identified intangible assets primarily include payer contracts. These contracts are estimated to have a weighted average useful life of 15 years. The preliminary goodwill of $103 million arising from the transaction consists of expected purchasing synergies, operating efficiencies by benchmarking performance and applying best practices across the combined company, consolidation of operations, reductions in selling, general and administrative expenses and combining workforces. Substantially all of the goodwill recognized is not expected to be deductible for income tax purposes. In accordance with ASC Topic 810, Consolidation, the noncontrolling interest was recognized based on its proportionate interest in the identifiable net assets of AllianceRx Walgreens Prime. The difference between the carrying amount of the noncontrolling interest and the fair value recognized as consideration in the business combination is recognized as additional paid in capital. |
Goodwill and other intangible a
Goodwill and other intangible assets | 3 Months Ended |
Nov. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and other intangible assets | Goodwill and other intangible assets Changes in the carrying amount of goodwill by reportable segment consist of the following (in millions): Retail Pharmacy USA Retail Pharmacy International Pharmaceutical Wholesale Walgreens Boots Alliance, Inc. August 31, 2017 $ 9,139 $ 3,392 $ 3,101 $ 15,632 Acquisitions 101 — — 101 Currency translation adjustments — 103 95 198 November 30, 2017 $ 9,240 $ 3,495 $ 3,196 $ 15,931 The carrying amount and accumulated amortization of intangible assets consist of the following (in millions): November 30, 2017 August 31, 2017 Gross amortizable intangible assets Customer relationships and loyalty card holders $ 1,910 $ 1,851 Purchased prescription files 716 659 Favorable lease interests and non-compete agreements 499 523 Trade names and trademarks 513 504 Purchasing and payer contracts 390 391 Total gross amortizable intangible assets 4,028 3,928 Accumulated amortization Customer relationships and loyalty card holders $ 397 $ 409 Purchased prescription files 420 371 Favorable lease interests and non-compete agreements 335 355 Trade names and trademarks 169 155 Purchasing and payer contracts 57 51 Total accumulated amortization 1,378 1,341 Total amortizable intangible assets, net $ 2,650 $ 2,587 Indefinite lived intangible assets Trade names and trademarks $ 5,783 $ 5,514 Pharmacy licenses 2,155 2,055 Total indefinite lived intangible assets $ 7,938 $ 7,569 Total intangible assets, net $ 10,588 $ 10,156 Amortization expense for intangible assets was $96 million and $95 million for the three months ended November 30, 2017 and 2016 , respectively. Estimated future annual amortization expense for the next five fiscal years for intangible assets recorded at November 30, 2017 is as follows (in millions): 2019 2020 2021 2022 2023 Estimated annual amortization expense $ 350 $ 295 $ 244 $ 218 $ 197 |
Borrowings
Borrowings | 3 Months Ended |
Nov. 30, 2017 | |
Debt Disclosure [Abstract] | |
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) November 30, 2017 August 31, 2017 Short-term borrowings 1 Commercial paper $ 990 $ — Other 2 278 251 Total short-term borrowings $ 1,268 $ 251 Long-term debt 1 $6 billion note issuance 3,4 3.450% unsecured notes due 2026 $ 1,887 $ 1,887 4.650% unsecured notes due 2046 590 590 $8 billion note issuance 3,4 2.700% unsecured notes due 2019 1,247 1,246 3.300% unsecured notes due 2021 1,244 1,244 3.800% unsecured notes due 2024 1,989 1,988 4.500% unsecured notes due 2034 495 495 4.800% unsecured notes due 2044 1,492 1,492 £700 million note issuance 3,4 2.875% unsecured pound sterling notes due 2020 538 513 3.600% unsecured pound sterling notes due 2025 403 384 €750 million note issuance 3,4 2.125% unsecured euro notes due 2026 888 884 $4 billion note issuance 4,7 3.100% unsecured notes due 2022 1,195 1,195 4.400% unsecured notes due 2042 492 492 $1 billion note issuance 4,7 5.250% unsecured notes due 2019 5 249 250 Other 6 28 24 Total long-term debt, less current portion $ 12,737 $ 12,684 1 Carry values 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 November 30, 2017 and August 31, 2017 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 currencies. 3 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. 4 The issuances of the $6 billion , $8 billion , £0.7 billion , €0.75 billion , $4 billion and $1 billion notes as of November 30, 2017 had fair values and carrying values of $2.5 billion and $2.5 billion , $6.7 billion and $6.5 billion , $1.0 billion and $0.9 billion , $0.9 billion and $0.9 billion , $1.7 billion and $1.7 billion , and $0.3 billion and $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 November 30, 2017 spot rate, as applicable. The fair values and carrying values of these issuances do not include notes that have been redeemed or repaid as of November 30, 2017 . 5 Includes interest rate swap fair market value adjustments. See note 9, fair value measurements for additional fair value disclosures. 6 Other long-term debt represents a mix of fixed and variable rate borrowings in various currencies with various maturities. 7 Notes are senior debt obligations of Walgreen Co. and rank equally with all other unsecured and unsubordinated indebtedness of Walgreen Co. 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. August 2017 Credit Agreements On August 24, 2017, the Company entered into a $1.0 billion revolving credit agreement with the lenders from time to time party thereto (the “August 2017 Revolving Credit Agreement”) and a $1.0 billion term loan credit agreement with Sumitomo Mitsui Banking Corporation (the “2017 Term Loan Credit Agreement” and together with the August 2017 Revolving Credit Agreement, the “August 2017 Credit Agreements”). The August 2017 Revolving Credit Agreement is an unsecured revolving credit facility with a facility termination date of the earlier of (a) January 31, 2019, subject to any extension thereof pursuant to the terms of the August 2017 Revolving Credit Agreement and (b) the date of termination in whole of the aggregate commitments provided by the lenders thereunder. The 2017 Term Loan Credit Agreement is an unsecured “multi-draw” term loan facility maturing on March 30, 2019. The aggregate commitments of Sumitomo Mitsui Banking Corporation under the 2017 Term Loan Credit Agreement are initially equal to $1.0 billion , which shall be reduced on June 1, 2018 to the lesser of $500 million and the aggregate remaining undrawn commitments thereunder. Any remaining undrawn commitments thereunder and the ability of the Company to request loans under such commitments shall terminate on September 1, 2018. As of November 30, 2017 , Walgreens Boots Alliance had $30 million of borrowings outstanding under the 2017 Term Loan Credit Agreement and there were no borrowings outstanding under the August 2017 Revolving Credit Agreement. February 2017 Revolving Credit Agreement On February 1, 2017, the Company entered into a $1.0 billion revolving credit facility (as amended, the “February 2017 Revolving Credit Agreement”) with the lenders from time to time party thereto and, on August 1, 2017, the Company entered into an amendment agreement thereto. The terms and conditions of the February 2017 Revolving Credit Agreement were unchanged by the amendment other than the extension of the facility termination date to the earlier of (a) January 31, 2019 and (b) the date of termination in whole of the aggregate commitments provided by the lenders thereunder. As of November 30, 2017 , there were no borrowings outstanding under the February 2017 Revolving Credit Agreement. $6.0 billion note issuance On June 1, 2016, Walgreens Boots Alliance received net proceeds of $6.0 billion from a public offering of five series of U.S. dollar notes with varying maturities and interest rates. Because the merger with Rite Aid was not consummated on or prior to June 1, 2017, the 2018 notes, the 2021 notes and the 2023 notes were redeemed on June 5, 2017 under the special mandatory redemption terms of the indenture governing such notes. Walgreens Boots Alliance was required to redeem all of the 2018 notes, the 2021 notes and the 2023 notes then outstanding, at a special mandatory redemption price equal to 101% of the aggregate principal amount of such notes, plus accrued and unpaid interest of approximately $1 million to, but excluding, the date of redemption. The 2026 notes and 2046 notes remain outstanding in accordance with their respective terms and are subject to redemption in certain circumstances. Debt covenants Each of 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. Commercial paper The Company periodically borrows under its commercial paper program and may borrow under it in future periods. The Company had average daily short-term borrowings of $ 620 million of commercial paper outstanding at a weighted average interest rate of 1.46 % for the three months ended November 30, 2017 . The Company had no activity under its commercial paper program for the twelve months ended August 31, 2017 . |
Financial instruments
Financial instruments | 3 Months Ended |
Nov. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial instruments | Financial instruments The Company uses derivative instruments to manage its exposure to interest rate and foreign currency exchange risks. The notional amounts, fair value and balance sheet presentation of derivative instruments outstanding as of November 30, 2017 and August 31, 2017 are as follows (in millions): November 30, 2017 August 31, 2017 Notional 1 Fair value Notional 1 Fair value Location in Consolidated Condensed Balance Sheets Derivatives designated as hedges: Interest rate swaps $ — $ — $ 250 $ — Other non-current assets Interest rate swaps 250 1 — — Other non-current liabilities Foreign currency forwards — — 24 — Other current assets Derivatives not designated as hedges: Foreign currency forwards 139 3 221 — Other current assets Foreign currency forwards 3,064 15 2,816 19 Other current liabilities 1 Amounts are presented in U.S. dollar equivalents, as applicable. The Company uses interest rate swaps to manage the interest rate exposure associated with some of its fixed-rate borrowings and designates them as fair value hedges. The Company uses forward starting interest rate swaps to hedge its interest rate exposure of some of its anticipated debt issuances. The Company utilizes foreign currency forward contracts and other foreign currency derivatives to hedge significant committed and highly probable future transactions and cash flows denominated in currencies other than the functional currency of the Company or its subsidiaries. The Company has significant non-U.S dollar denominated net investments and uses foreign currency denominated financial instruments, specifically foreign currency derivatives and foreign currency denominated debt, to hedge its foreign currency risk. Fair value hedges The Company holds interest rate swaps converting $250 million of its 5.250% fixed rate notes to a floating interest rate based on the six-month LIBOR in arrears plus a constant spread. All swap termination dates coincide with the notes maturity date, January 15, 2019. These swaps were designated as fair value hedges. The gains and losses due to changes in fair value on the swaps and on the hedged notes attributable to interest rate risk did not have a material impact on the Company’s Financial Statements. The changes in fair value of the Company’s debt that was swapped from fixed to variable rate and designated as fair value hedges are included in long-term debt on the Consolidated Condensed Balance Sheets (see note 7, borrowings). Derivatives not designated as hedges The Company enters into derivative transactions that are not designated as accounting hedges. These derivative instruments are economic hedges of foreign currency risks. The gains and (losses) due to changes in fair value of these derivative instruments were recognized in earnings as follows (in millions): Three months ended November 30, Location in Consolidated Condensed Statements of Earnings 2017 2016 Foreign currency forwards Selling, general and administrative expenses $ (19 ) $ 50 Foreign currency forwards Other income 34 1 Derivatives credit risk Counterparties to derivative financial instruments expose the Company to credit-related losses in the event of counterparty nonperformance, and the Company regularly monitors the credit worthiness of each counterparty. Derivatives offsetting The Company does not offset the fair value amounts of derivative instruments subject to master netting agreements in the Consolidated Condensed Balance Sheets. |
Fair value measurements
Fair value measurements | 3 Months Ended |
Nov. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | Fair value measurements The Company measures certain assets and liabilities in accordance with ASC Topic 820, Fair Value Measurements and Disclosures, which defines fair value as the price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. In addition, it establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels: Level 1 - Quoted prices in active markets that are accessible at the measurement date for identical assets and liabilities. The fair value hierarchy gives the highest priority to level 1 inputs. Level 2 - Observable inputs other than quoted prices in active markets. Level 3 - Unobservable inputs for which there is little or no market data available. The fair value hierarchy gives the lowest priority to level 3 inputs. Assets and liabilities measured at fair value on a recurring basis are as follows (in millions): November 30, 2017 Level 1 Level 2 Level 3 Assets : Money market funds 1 $ 940 $ 940 $ — $ — Available-for-sale investments 2 1 1 — — Foreign currency forwards 3 3 — 3 — Liabilities : Foreign currency forwards 3 15 — 15 — Interest rate swaps 4 1 — 1 — August 31, 2017 Level 1 Level 2 Level 3 Assets : Money market funds 1 $ 2,096 $ 2,096 $ — $ — Available-for-sale investments 2 1 1 — — Liabilities : Foreign currency forwards 3 19 — 19 — 1 Money market funds are valued at the closing price reported by the fund sponsor. 2 Fair values of quoted investments are based on current bid prices as of the balance sheet dates. 3 The fair value of forward currency contracts are estimated by discounting the difference between the contractual forward price and the current available forward price for the residual maturity of the contract using observable market rates. 4 The fair value of interest rate swaps is calculated by discounting the estimated future cash flows based on the applicable observable yield curves. See note 8, financial instruments for additional information. There were no transfers between levels for the three months ended November 30, 2017 . The Company reports its debt instruments under the guidance of ASC Topic 825, Financial Instruments, which requires disclosure of the fair value of the Company’s debt in the footnotes to the consolidated financial statements. Unless otherwise noted, the fair value for all notes was determined based upon quoted market prices and therefore categorized as level 1. See note 7, borrowings for further information. The carrying values of accounts receivable and trade accounts payable approximated their respective fair values due to their short-term nature. |
Commitments and contingencies
Commitments and contingencies | 3 Months Ended |
Nov. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies The Company is involved in legal proceedings and is subject to investigations, inspections, audits, inquiries and similar actions by governmental authorities, arising in the normal course of the Company’s business, including the matters described below. Legal proceedings, in general, and securities and class action litigation, in particular, can be expensive and disruptive. Some of these suits may purport or may be determined to be class actions and/or involve parties seeking large and/or indeterminate amounts, including punitive or exemplary damages, and may remain unresolved for several years. From time to time, the Company is also involved in legal proceedings as a plaintiff involving antitrust, tax, contract, intellectual property and other matters. Gain contingencies, if any, are recognized when they are realized. The results of legal proceedings are often uncertain and difficult to predict, and the costs incurred in litigation can be substantial, regardless of the outcome. The Company believes that its defenses and assertions in pending legal proceedings have merit, and does not believe that any of these pending matters, after consideration of applicable reserves and rights to indemnification, will have a material adverse effect on the Company’s consolidated financial position. However, substantial unanticipated verdicts, fines and rulings do sometimes occur. As a result, the Company could from time to time incur judgments, enter into settlements or revise its expectations regarding the outcome of certain matters, and such developments could have a material adverse effect on its results of operations in the period in which the amounts are accrued and/or its cash flows in the period in which the amounts are paid. On a quarterly basis, the Company assesses its liabilities and contingencies for outstanding legal proceedings and reserves are established on a case-by-case basis for those legal claims for which management concludes that it is probable that a loss will be incurred and that the amount of such loss can be reasonably estimated. Substantially all of these contingencies are subject to significant uncertainties and, therefore, determining the likelihood of a loss and/or the measurement of any loss can be complex. With respect to litigation and other legal proceedings where the Company has determined that a loss is reasonably possible, the Company is unable to estimate the amount or range of reasonably possible loss due to the inherent difficulty of predicting the outcome of and uncertainties regarding such litigation and legal proceedings. The Company’s assessments are based on estimates and assumptions that have been deemed reasonable by management, but that may prove to be incomplete or inaccurate, and unanticipated events and circumstances may occur that might cause the Company to change those estimates and assumptions. Therefore, it is possible that an unfavorable resolution of one or more pending litigation or other contingencies could have a material adverse effect on the Company’s consolidated financial statements in a future fiscal period. Management’s assessment of current litigation and other legal proceedings, including the corresponding accruals, could change because of the discovery of facts with respect to legal actions or other proceedings pending against the Company which are not presently known. Adverse rulings or determinations by judges, juries, governmental authorities or other parties could also result in changes to management’s assessment of current liabilities and contingencies. Accordingly, the ultimate costs of resolving these claims may be substantially higher or lower than the amounts reserved. On December 29, 2014, a putative shareholder filed a derivative action in federal court in the Northern District of Illinois against certain current and former directors and officers of Walgreen Co., and Walgreen Co. as a nominal defendant, arising out of certain public statements the Company made regarding its former fiscal 2016 goals. The action asserts claims for breach of fiduciary duty, waste and unjust enrichment. On April 10, 2015, the defendants filed a motion to dismiss. On May 18, 2015, the case was stayed in light of a securities class action that was filed on April 10, 2015. After a ruling issued on September 30, 2016 in the securities class action, which is described below, on November 3, 2016, the Court entered a stipulation and order extending the stay until the securities case is fully resolved. On April 10, 2015, a putative shareholder filed a securities class action in federal court in the Northern District of Illinois against Walgreen Co. and certain former officers of Walgreen Co. The action asserts claims for violation of the federal securities laws arising out of certain public statements the Company made regarding its former fiscal 2016 goals. On June 16, 2015, the Court entered an order appointing a lead plaintiff. Pursuant to the Court’s order, lead plaintiff filed an amended complaint on August 17, 2015, and defendants moved to dismiss the amended complaint on October 16, 2015. Lead plaintiff filed a response to the motion to dismiss on December 22, 2015, and defendants filed a reply in support of the motion on February 5, 2016. On September 30, 2016, the Court issued an order granting in part and denying in part defendants’ motion to dismiss. Defendants filed their answer to the amended complaint on November 4, 2016 and filed an amended answer on January 16, 2017. Plaintiffs filed their motion for class certification on April 21, 2017. As of August 31, 2017, the Company was aware of two putative class action lawsuits filed by purported Rite Aid stockholders against Rite Aid and its board of directors, Walgreens Boots Alliance and Victoria Merger Sub, Inc. for claims arising out of the transactions contemplated by the original Merger Agreement (prior to its amendment on January 29, 2017) (such transactions, the “Rite Aid Transactions”). One Rite Aid action was filed in the State of Pennsylvania in the Court of Common Pleas of Cumberland County (the “Pennsylvania action”), and one action was filed in the United States District Court for the Middle District of Pennsylvania (the “federal action”). The Pennsylvania action primarily alleged that the Rite Aid board of directors breached its fiduciary duties in connection with the Rite Aid Transactions by, among other things, agreeing to an unfair and inadequate price, agreeing to deal protection devices that preclude other bidders from making successful competing offers for Rite Aid, and failing to disclose all allegedly material information concerning the proposed merger, and also alleged that Walgreens Boots Alliance and Victoria Merger Sub, Inc. aided and abetted these alleged breaches of fiduciary duty. The federal action alleged, among other things, that Rite Aid and its board of directors disseminated an allegedly false and misleading proxy statement in connection with the Rite Aid Transactions. The plaintiffs in the federal action also filed a motion for preliminary injunction seeking to enjoin the Rite Aid shareholder vote relating to the Rite Aid Transactions. That motion was denied and plaintiffs agreed to stay the litigation until after the Rite Aid Transactions closed. On March 17, 2017, plaintiffs moved to lift the stay to allow plaintiffs to file an amended complaint. On August 4, 2017, that motion was granted for the limited purpose of allowing plaintiffs to file a motion seeking leave to amend their complaint in light of the termination of the Merger Agreement. Plaintiffs filed such a motion on September 22, 2017. The Company filed its response on October 6, 2017. The Court granted the motion on November 27, 2017, ordering the plaintiffs to file their amended complaint within 10 business days. Plaintiffs filed their amended complaint on December 11, 2017. The Court set a briefing schedule pursuant to which motions to dismiss will be filed by February 16, 2018, response briefs by April 17, 2018 and reply briefs by May 17, 2018. The Company was also named as a defendant in eight putative class action lawsuits filed in the Court of Chancery of the State of Delaware (the “Delaware actions”). Those actions were consolidated, and plaintiffs filed a motion for preliminary injunction seeking to enjoin the Rite Aid shareholder vote relating to the Rite Aid Transactions. That motion was denied and the plaintiffs in the Delaware actions agreed to settle this matter for an immaterial amount. The Delaware actions all have been dismissed. |
Retirement benefits
Retirement benefits | 3 Months Ended |
Nov. 30, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Retirement benefits | Retirement benefits The Company sponsors several retirement plans, including defined benefit plans, defined contribution plans and a postretirement health plan. Defined benefit pension plans (non-U.S. plans) The Company has various defined benefit pension plans outside the United States. The principal defined benefit pension plan is the Boots Pension Plan, which covers certain employees in the United Kingdom (the “Boots Plan”). The Boots Plan is a funded final salary defined benefit plan providing pensions and death benefits to members. The Boots Plan was closed to future accrual effective July 1, 2010, with pensions calculated based on salaries up until that date. The Boots Plan is governed by a trustee board, which is independent of the Company. The plan is subject to a full funding actuarial valuation on a triennial basis. Components of net periodic pension costs for the defined benefit pension plans (in millions): Three months ended November 30, 2017 2016 Service costs $ 2 $ 2 Interest costs 47 43 Expected returns on plan assets (51 ) (37 ) Total net periodic pension costs $ (2 ) $ 8 The Company made cash contributions to its defined benefit pension plans of $9 million for the three months ended November 30, 2017 , which primarily related to committed funded payments. The Company plans to contribute an additional $50 million to its defined benefit pension plans in fiscal 2018 . Defined contribution plans The principal retirement plan for U.S. employees is the Walgreen Profit-Sharing Retirement Trust, to which both the Company and participating employees contribute. The Company’s contribution is in the form of a guaranteed match which is approved annually by the Walgreen Co. Board of Directors and reviewed by the Compensation Committee and Finance Committee of the Walgreens Boots Alliance Board of Directors. The profit-sharing provision was an expense of $57 million for the three months ended November 30, 2017 and November 30, 2016 . The Company also has certain contract based defined contribution arrangements. The principal one is the Alliance Healthcare & Boots Retirement Savings Plan, which is United Kingdom based and to which both the Company and participating employees contribute. The cost recognized in the Consolidated Condensed Statements of Earnings for the three months ended November 30, 2017 was $30 million compared to a cost of $28 million in the three months ended November 30, 2016 . |
Earnings per share
Earnings per share | 3 Months Ended |
Nov. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings per share | Earnings per share The dilutive effect of outstanding stock options on earnings per share is calculated using the treasury stock method. Stock options are anti-dilutive and excluded from the earnings per share calculation if the exercise price exceeds the average market price of the common shares. There were 7.6 million outstanding options to purchase common shares that were anti-dilutive and excluded from the first quarter earnings per share calculation as of November 30, 2017 compared to 4.0 million as of November 30, 2016 . |
Depreciation and amortization
Depreciation and amortization | 3 Months Ended |
Nov. 30, 2017 | |
Depreciation, Depletion and Amortization [Abstract] | |
Depreciation and amortization | Depreciation and amortization The Company has recorded the following depreciation and amortization expense in the Consolidated Condensed Statements of Earnings (in millions): Three months ended November 30, 2017 2016 Depreciation expense $ 335 $ 335 Intangible asset and other amortization 81 84 Total depreciation and amortization expense $ 416 $ 419 |
Supplemental financial informat
Supplemental financial information | 3 Months Ended |
Nov. 30, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental financial information | Supplemental financial information The effective tax rate for the three months ended November 30, 2017 was 21.9% compared to 17.3% for the prior year period. The increase in effective tax rate was primarily attributable to reduced discrete tax benefits in the current period. During the three months ended November 30, 2016 , we recognized a discrete tax benefit of $77 million related to reducing our deferred tax liabilities, following enactment of a U.K. tax rate reduction. This benefit did no t recur during the three months ended November 30, 2017 . The impact of this non-recurrence was partly offset by additional net discrete tax benefits for the three months ended November 30, 2017 , primarily related to our equity method investment in AmerisourceBergen. Cash paid for income taxes was $45 million and $63 million in the three months ended November 30, 2017 and 2016 , respectively. Interest paid was $217 million and $246 million for the three months ended November 30, 2017 and 2016 , respectively. |
Accumulated other comprehensive
Accumulated other comprehensive income (loss) | 3 Months Ended |
Nov. 30, 2017 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated other comprehensive income (loss) | Accumulated other comprehensive income (loss) The following is a summary of net changes in accumulated other comprehensive income by component and net of tax for the three months ended November 30, 2017 and 2016 (in millions): Pension/ post- retirement obligations Unrecognized gain (loss) on available-for- sale investments Unrealized gain (loss) on cash flow hedges Share of OCI of equity method investments Currency translation adjustment Total Balance at August 31, 2017 $ (139 ) $ — $ (33 ) $ (2 ) $ (2,877 ) $ (3,051 ) Other comprehensive income (loss) before reclassification adjustments (1 ) — — 3 506 508 Amounts reclassified from accumulated OCI — — 1 — — 1 Tax benefit (provision) 1 — (1 ) (1 ) — (1 ) Net other comprehensive income — — — 2 506 508 Balance at November 30, 2017 $ (139 ) $ — $ (33 ) $ — $ (2,371 ) $ (2,543 ) Pension/ post- retirement obligations Unrecognized gain (loss) on available-for- sale investments Unrealized gain (loss) on cash flow hedges Share of OCI of equity method investments Currency translation adjustment Total Balance at August 31, 2016 $ (212 ) $ 2 $ (37 ) $ (1 ) $ (2,744 ) $ (2,992 ) Other comprehensive income (loss) before reclassification adjustments (11 ) (1 ) 1 (1 ) (808 ) (820 ) Tax benefit 2 — — — — 2 Net other comprehensive income (loss) (9 ) (1 ) 1 (1 ) (808 ) (818 ) Balance at November 30, 2016 $ (221 ) $ 1 $ (36 ) $ (2 ) $ (3,552 ) $ (3,810 ) |
Segment reporting
Segment reporting | 3 Months Ended |
Nov. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment reporting | Segment reporting The Company has aligned its operations into three reportable segments: Retail Pharmacy USA, Retail Pharmacy International, and Pharmaceutical Wholesale. The operating segments have been identified based on the financial data utilized by the Company’s Chief Executive Officer (the chief operating decision maker) to assess segment performance and allocate resources among the Company’s operating segments, which have been aggregated as described below. The chief operating decision maker uses adjusted operating income to assess segment profitability. The chief operating decision maker does not use total assets by segment to make decisions regarding resources, therefore the total asset disclosure by segment has not been included. • The Retail Pharmacy USA segment consists of the Walgreens business, which includes the operation of retail drugstores and convenient care clinics; and operation of mail and central specialty pharmacy services. Sales for the segment are principally derived from the sale of prescription drugs and a wide assortment of retail products, including health and wellness, beauty, personal care and consumables and general merchandise. • The Retail Pharmacy International segment consists of pharmacy-led health and beauty retail businesses and optical practices. These businesses include Boots branded stores in the United Kingdom, Thailand, Norway, the Republic of Ireland and the Netherlands; Benavides in Mexico and Ahumada in Chile. Sales for the segment are principally derived from the sale of prescription drugs and health and wellness, beauty, personal care and other consumer products. • The Pharmaceutical Wholesale segment consists of the Alliance Healthcare pharmaceutical wholesaling and distribution businesses and an equity method investment in AmerisourceBergen. Wholesale operations are located in the United Kingdom, Germany, France, Turkey, Spain, the Netherlands, Egypt, Norway, Romania, Czech Republic and Lithuania. Sales for the segment are principally derived from wholesaling and distribution of a comprehensive offering of brand-name pharmaceuticals (including specialty pharmaceutical products) and generic pharmaceuticals, health and beauty products, home healthcare supplies and equipment, and related services to pharmacies and other healthcare providers. The results of operations for each reportable segment include procurement benefits and an allocation of corporate-related overhead costs. The “Eliminations” column contains items not allocable to the reportable segments, as the information is not utilized by the chief operating decision maker to assess segment performance and allocate resources. The following table reflects results of operations of the Company’s reportable segments (in millions): Retail Pharmacy USA Retail Pharmacy International Pharmaceutical Wholesale Eliminations Walgreens Boots Alliance, Inc. Three months ended November 30, 2017 Sales to external customers $ 22,489 $ 3,083 $ 5,168 $ — $ 30,740 Intersegment sales — — 550 (550 ) — Sales $ 22,489 $ 3,083 $ 5,718 $ (550 ) $ 30,740 Adjusted operating income $ 1,377 $ 210 $ 224 $ (2 ) $ 1,809 Three months ended November 30, 2016 Sales to external customers $ 20,659 $ 2,962 $ 4,880 $ — $ 28,501 Intersegment sales — — 537 (537 ) — Sales $ 20,659 $ 2,962 $ 5,417 $ (537 ) $ 28,501 Adjusted operating income $ 1,289 $ 213 $ 224 $ — $ 1,726 The following table reconciles adjusted operating income to operating income (in millions): Retail Pharmacy USA Retail Pharmacy International Pharmaceutical Wholesale Eliminations Walgreens Boots Alliance, Inc. Three months ended November 30, 2017 Adjusted operating income $ 1,377 $ 210 $ 224 $ (2 ) $ 1,809 Adjustments to equity earnings in AmerisourceBergen (189 ) Acquisition-related amortization (85 ) Hurricane-related costs (83 ) LIFO provision (54 ) Acquisition-related costs (51 ) Legal settlement (25 ) Operating income $ 1,322 Three months ended November 30, 2016 Adjusted operating income $ 1,289 $ 213 $ 224 $ — $ 1,726 Adjustments to equity earnings in AmerisourceBergen (41 ) Acquisition-related amortization (82 ) LIFO provision (58 ) Acquisition-related costs (17 ) Cost transformation (81 ) Operating income 1,447 |
Related parties
Related parties | 3 Months Ended |
Nov. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related parties | Related parties The Company has a long-term pharmaceutical distribution agreement with AmerisourceBergen pursuant to which the Company sources branded and generic pharmaceutical products from AmerisourceBergen principally for its U.S. operations. Related party transactions (in millions): Three months ended November 30, 2017 November 30, 2016 Purchases, net $ 11,604 $ 10,636 November 30, 2017 August 31, 2017 Trade accounts payable, net $ 4,818 $ 4,384 Additionally, AmerisourceBergen receives sourcing services for generic pharmaceutical products. |
New accounting pronouncements
New accounting pronouncements | 3 Months Ended |
Nov. 30, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New accounting pronouncements | New accounting pronouncements Adoption of new accounting pronouncements Measurement of inventory In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. This ASU simplifies current accounting treatments by requiring entities to measure most inventories at “the lower of cost and net realizable value” rather than using lower of cost or market. This guidance does not apply to inventories measured using last-in, first-out method or the retail inventory method. This ASU is effective for fiscal years beginning after December 15, 2016 (fiscal 2018), and interim periods within those fiscal years. The Company adopted this guidance on a prospective basis during the quarter ended November 30, 2017. The adoption did not have a material impact on the Company’s results of operations, cash flows or financial position. New accounting pronouncements not yet adopted Accounting for hedging activities In August 2017, the FASB issued ASU 2017-12, Derivative and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. This ASU expands an entity’s ability to hedge nonfinancial and financial risk components and reduces complexity in fair value hedges of interest rate risk. It eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item. It also eases certain documentation and assessment requirements and modifies the accounting for components excluded from the assessment of hedge effectiveness. This ASU is effective for fiscal years beginning after December 15, 2018 (fiscal 2020), and interims periods within those fiscal years, with early adoption permitted. The new guidance with respect to cash flow and net investment hedge relationships existing on the date of adoption must be applied on a modified retrospective basis, and the new presentation and disclosure requirements must be applied on a prospective basis. The adoption of this ASU is not expected to have a significant impact on Company’s results of operations, cash flows or financial position. Presentation of net periodic pension cost and net periodic postretirement benefit cost In March 2017, the FASB issued ASU 2017-07, Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. This ASU requires an employer to report the service cost component of net periodic pension cost and net periodic postretirement cost in the same line item in the statement of earnings as other compensation costs arising from services rendered by the related employees during the period. The other net cost components are required to be presented in the statement of earnings separately from the service cost component and outside a subtotal of income from operations. Additionally, the line item used in the statement of earnings to present the other net cost components must be disclosed in the notes to the financial statements. This ASU is effective for fiscal years beginning after December 15, 2017 (fiscal 2019), and interims periods within those fiscal years, and must be applied on a retrospective basis. The Company has evaluated the effect of adopting this new accounting guidance and determined that adoption will not have a material impact on the Company’s results of operations. The Company will adopt this new accounting guidance as of September 1, 2018 (fiscal 2019). Restricted cash In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. This ASU requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This ASU is effective for fiscal years beginning after December 15, 2017 (fiscal 2019), and interim periods within those fiscal years, with early adoption permitted. The new guidance must be applied on a retrospective basis. The adoption of this ASU is not expected to have a significant impact on Company’s consolidated statement of cash flows. Tax accounting for intra-entity asset transfers In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. Topic 740, Income Taxes, prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party. In addition, interpretations of this guidance have developed in practice for transfers of certain intangible and tangible assets. This prohibition on recognition is an exception to the principle of comprehensive recognition of current and deferred income taxes in GAAP. To more faithfully represent the economics of intra-entity asset transfers, the amendments in this ASU require that entities recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments in this ASU do not change GAAP for the pre-tax effects of an intra-entity asset transfer under Topic 810, Consolidation, or for an intra-entity transfer of inventory. This ASU is effective for fiscal years beginning after December 15, 2017 (fiscal 2019), including interim periods within those fiscal years, with early adoption permitted. The new guidance must be applied on a modified retrospective basis through a cumulative effect adjustment recognized directly to retained earnings as of the date of adoption. The Company is evaluating the effect of adopting this new accounting guidance. Classification of certain cash receipts and cash payments In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This ASU addresses the classification of certain specific cash flow issues including debt prepayment or extinguishment costs, settlement of certain debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of certain insurance claims and distributions received from equity method investees. This ASU is effective for fiscal years beginning after December 15, 2017 (fiscal 2019), and interim periods within those fiscal years, with early adoption permitted. An entity that elects early adoption must adopt all of the amendments in the same period and the new guidance must be applied on a retrospective basis. The Company is evaluating the effect this ASU will have on its consolidated statement of cash flows. Leases In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes Topic 840, Leases. This ASU increases the transparency and comparability of organizations by requiring the capitalization of substantially all leases on the balance sheet and disclosures of key information about leasing arrangements. Under this new guidance, at the lease commencement date, a lessee recognizes a right-of-use asset and lease liability, which is initially measured at the present value of the future lease payments. For income statement purposes, a dual model was retained for lessees, requiring leases to be classified as either operating or finance leases. Under the operating lease model, lease expense is recognized on a straight-line basis over the lease term. Under the finance lease model, interest on the lease liability is recognized separately from amortization of the right-of-use asset. The new guidance is effective for fiscal years beginning after December 15, 2018 (fiscal 2020), and interim periods within those fiscal years. In transition, lessees are required to recognize and measure leases at the beginning of the earliest period presented (fiscal 2018) using a modified retrospective approach which includes a number of optional practical expedients that entities may elect to apply. The Company will adopt this ASU on September 1, 2019 (fiscal 2020). The Company has begun evaluating and planning for adoption and implementation of this ASU, including selecting a new lease accounting system, evaluating practical expedient and accounting policy elections, and assessing the overall financial statement impact. This ASU will have a material impact on the Company’s financial position. The impact on the Company’s results of operations is being evaluated. The impact of this ASU is non-cash in nature and will not affect the Company’s cash flows. Classification and measurement of financial instruments In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. This ASU requires equity investments (except those under the equity method of accounting or those that result in the consolidation of an investee) to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. This simplifies the impairment assessment of equity investments previous held at cost. Separate presentation of financial assets and liabilities by measurement category is required. This ASU is effective prospectively for fiscal years beginning after December 15, 2017 (fiscal 2019), and interim periods within those fiscal years. Early application is permitted, for fiscal years or interim periods that have not yet been issued as of the beginning of the fiscal year of adoption. The new guidance must be applied on a modified retrospective basis, with the exception of the amendments related to equity investments without readily determinable fair values, which must be applied on a prospective basis. The Company is evaluating the effect of adopting this new accounting guidance but does not expect adoption to have a material impact on the Company’s results of operations. Revenue recognition on contracts with customers In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU provides a single principles-based revenue recognition model with a five-step analysis of transactions to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Subsequently, the FASB has issued additional ASUs which further clarify this guidance and also defer the effective date by one year to fiscal years beginning after December 15, 2017 (fiscal 2019), and interim periods within those fiscal years. The Company continues to evaluate the impact this ASU, the related amendments and the interpretive guidance will have on the Company’s Consolidated Financial Statements. The Company continues to evaluate the method of adoption. Based on preliminary assessment, the Company believes the impact of adopting the new guidance will not be material to its consolidated financial statements, and that the impact will be limited to immaterial changes to the timing of recognition of revenues related to loyalty programs and gift cards, in addition to disaggregated revenue disclosures. The Company will adopt this ASU on September 1, 2018 (fiscal 2019). |
Subsequent events
Subsequent events | 3 Months Ended |
Nov. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent events | Subsequent event On December 22, 2017, U.S. tax legislation was enacted that made significant changes to many elements of the U.S. federal Internal Revenue Code. Due to the recent enactment of this tax legislation and expected further rulemaking and future regulatory guidance, a comprehensive estimate of the overall tax impact to the Company's financial position, results of operations and cash flows cannot be made at this time. However, at this time, the Company does anticipate this tax legislation will result in a discrete tax impact related to revaluing the Company's U.S. federal deferred tax assets and liabilities, a discrete tax impact associated with including incremental earnings from the Company's non-U.S. entities in its U.S. federal income tax base and a change to the Company’s fiscal 2018 estimated annual tax rate due to the statutory corporate tax rate reduction. These changes will impact Deferred income tax and Other non-current liabilities in the Consolidated Condensed Balance Sheet. |
Accounting policies (Policies)
Accounting policies (Policies) | 3 Months Ended |
Nov. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of presentation The Consolidated Condensed Financial Statements of Walgreens Boots Alliance, Inc. (“Walgreens Boots Alliance” or the “Company”) included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. The Consolidated Condensed Financial Statements include all subsidiaries in which the Company holds a controlling interest. Investments in less than majority-owned subsidiaries in which the Company does not have a controlling interest, but does have significant influence, are accounted for as equity method investments. All intercompany transactions have been eliminated. The Consolidated Condensed Balance Sheets as of November 30, 2017 and August 31, 2017 , the Consolidated Condensed Statements of Equity, the Consolidated Condensed Statements of Earnings, the Consolidated Condensed Statements of Comprehensive Income, and the Consolidated Condensed Statements of Cash Flows for the three months ended November 30, 2017 and 2016 are unaudited. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited Consolidated Condensed Financial Statements should be read in conjunction with the audited financial statements and the notes thereto included in the Walgreens Boots Alliance Annual Report on Form 10-K for the fiscal year ended August 31, 2017 . The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and determined there were no subsequent events to disclose other than as disclosed in notes 5 and 19. In the opinion of the Company, the unaudited Consolidated Condensed Financial Statements for the interim periods presented include all adjustments (consisting only of normal recurring adjustments) necessary to present a fair statement of the results for such interim periods. The influence of certain holidays, seasonality, foreign currency rates, changes in vendor, payer and customer relationships and terms and other factors on the Company’s operations, net earnings for any period may not be comparable to the same period in previous years. With respect to the Company’s Retail Pharmacy USA segment, the positive impact on gross profit margins and gross profit dollars typically has been significant in the first several months after a generic version of a drug is first allowed to compete with the branded version, which is generally referred to as a “generic conversion”. In any given year, the number of major brand name drugs that undergo a conversion from branded to generic status can increase or decrease, which can have a significant impact on the Company’s Retail Pharmacy USA segment’s sales, gross profit margins and gross profit dollars making the Company’s operations or net earnings for any period incomparable. |
Exit and disposal activities (T
Exit and disposal activities (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Accrued Expenses Related to Cost Transformation | The changes in accrued expenses and other liabilities related to the Cost Transformation Program for the three months ended November 30, 2017 include the following (in millions): Real estate costs Severance and other business transition and exit costs Total Balance at August 31, 2017 $ 521 $ 79 $ 600 Payments (42 ) (39 ) (81 ) Balance at November 30, 2017 $ 479 $ 40 $ 519 |
Operating leases (Tables)
Operating leases (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Leases [Abstract] | |
Reserve for Facility Closings and Related Lease Termination Charges | The changes in reserve for facility closings and related lease termination charges primarily in other non-current liabilities, include the following (in millions): For the three months ended November 30, 2017 For the twelve months ended August 31, 2017 Balance at beginning of period $ 718 $ 466 Provision for present value of non-cancellable lease payments on closed facilities 29 344 Assumptions about future sublease income, terminations and changes in interest rates 1 13 Interest accretion 9 37 Cash payments, net of sublease income (61 ) (142 ) Balance at end of period $ 696 $ 718 |
Equity method investments (Tabl
Equity method investments (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | Equity method investments as of November 30, 2017 and August 31, 2017 , were as follows (in millions, except percentages): November 30, 2017 August 31, 2017 Carrying value Ownership percentage Carrying value Ownership percentage AmerisourceBergen $ 4,895 26% $ 5,024 26% Others 1,133 8% - 50% 1,296 8% - 50% Total $ 6,028 $ 6,320 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Business Combinations [Abstract] | |
Schedule of Consideration for the Acquisition | The following table summarizes the consideration for the acquisition and the preliminary amounts of identified assets acquired and liabilities assumed at the date of the transaction (in millions). Total consideration $ 720 Identifiable assets acquired and liabilities assumed Accounts receivable $ 217 Inventories 149 Property, plant and equipment 11 Intangible assets 331 Trade accounts payable (90 ) Accrued expenses and other liabilities (1 ) Total identifiable net assets 617 Goodwill $ 103 |
Goodwill and other intangible32
Goodwill and other intangible assets (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill by reportable segment consist of the following (in millions): Retail Pharmacy USA Retail Pharmacy International Pharmaceutical Wholesale Walgreens Boots Alliance, Inc. August 31, 2017 $ 9,139 $ 3,392 $ 3,101 $ 15,632 Acquisitions 101 — — 101 Currency translation adjustments — 103 95 198 November 30, 2017 $ 9,240 $ 3,495 $ 3,196 $ 15,931 |
Schedule of Finite-Lived Intangible Assets by Major Class | The carrying amount and accumulated amortization of intangible assets consist of the following (in millions): November 30, 2017 August 31, 2017 Gross amortizable intangible assets Customer relationships and loyalty card holders $ 1,910 $ 1,851 Purchased prescription files 716 659 Favorable lease interests and non-compete agreements 499 523 Trade names and trademarks 513 504 Purchasing and payer contracts 390 391 Total gross amortizable intangible assets 4,028 3,928 Accumulated amortization Customer relationships and loyalty card holders $ 397 $ 409 Purchased prescription files 420 371 Favorable lease interests and non-compete agreements 335 355 Trade names and trademarks 169 155 Purchasing and payer contracts 57 51 Total accumulated amortization 1,378 1,341 Total amortizable intangible assets, net $ 2,650 $ 2,587 Indefinite lived intangible assets Trade names and trademarks $ 5,783 $ 5,514 Pharmacy licenses 2,155 2,055 Total indefinite lived intangible assets $ 7,938 $ 7,569 Total intangible assets, net $ 10,588 $ 10,156 |
Schedule of Future Amortization Expense | Estimated future annual amortization expense for the next five fiscal years for intangible assets recorded at November 30, 2017 is as follows (in millions): 2019 2020 2021 2022 2023 Estimated annual amortization expense $ 350 $ 295 $ 244 $ 218 $ 197 |
Borrowings (Tables)
Borrowings (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Debt Disclosure [Abstract] | |
Short-Term 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) November 30, 2017 August 31, 2017 Short-term borrowings 1 Commercial paper $ 990 $ — Other 2 278 251 Total short-term borrowings $ 1,268 $ 251 Long-term debt 1 $6 billion note issuance 3,4 3.450% unsecured notes due 2026 $ 1,887 $ 1,887 4.650% unsecured notes due 2046 590 590 $8 billion note issuance 3,4 2.700% unsecured notes due 2019 1,247 1,246 3.300% unsecured notes due 2021 1,244 1,244 3.800% unsecured notes due 2024 1,989 1,988 4.500% unsecured notes due 2034 495 495 4.800% unsecured notes due 2044 1,492 1,492 £700 million note issuance 3,4 2.875% unsecured pound sterling notes due 2020 538 513 3.600% unsecured pound sterling notes due 2025 403 384 €750 million note issuance 3,4 2.125% unsecured euro notes due 2026 888 884 $4 billion note issuance 4,7 3.100% unsecured notes due 2022 1,195 1,195 4.400% unsecured notes due 2042 492 492 $1 billion note issuance 4,7 5.250% unsecured notes due 2019 5 249 250 Other 6 28 24 Total long-term debt, less current portion $ 12,737 $ 12,684 1 Carry values 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 November 30, 2017 and August 31, 2017 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 currencies. 3 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. 4 The issuances of the $6 billion , $8 billion , £0.7 billion , €0.75 billion , $4 billion and $1 billion notes as of November 30, 2017 had fair values and carrying values of $2.5 billion and $2.5 billion , $6.7 billion and $6.5 billion , $1.0 billion and $0.9 billion , $0.9 billion and $0.9 billion , $1.7 billion and $1.7 billion , and $0.3 billion and $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 November 30, 2017 spot rate, as applicable. The fair values and carrying values of these issuances do not include notes that have been redeemed or repaid as of November 30, 2017 . 5 Includes interest rate swap fair market value adjustments. See note 9, fair value measurements for additional fair value disclosures. 6 Other long-term debt represents a mix of fixed and variable rate borrowings in various currencies with various maturities. 7 Notes are senior debt obligations of Walgreen Co. and rank equally with all other unsecured and unsubordinated indebtedness of Walgreen Co. 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. |
Long-Term Debt | 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) November 30, 2017 August 31, 2017 Short-term borrowings 1 Commercial paper $ 990 $ — Other 2 278 251 Total short-term borrowings $ 1,268 $ 251 Long-term debt 1 $6 billion note issuance 3,4 3.450% unsecured notes due 2026 $ 1,887 $ 1,887 4.650% unsecured notes due 2046 590 590 $8 billion note issuance 3,4 2.700% unsecured notes due 2019 1,247 1,246 3.300% unsecured notes due 2021 1,244 1,244 3.800% unsecured notes due 2024 1,989 1,988 4.500% unsecured notes due 2034 495 495 4.800% unsecured notes due 2044 1,492 1,492 £700 million note issuance 3,4 2.875% unsecured pound sterling notes due 2020 538 513 3.600% unsecured pound sterling notes due 2025 403 384 €750 million note issuance 3,4 2.125% unsecured euro notes due 2026 888 884 $4 billion note issuance 4,7 3.100% unsecured notes due 2022 1,195 1,195 4.400% unsecured notes due 2042 492 492 $1 billion note issuance 4,7 5.250% unsecured notes due 2019 5 249 250 Other 6 28 24 Total long-term debt, less current portion $ 12,737 $ 12,684 1 Carry values 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 November 30, 2017 and August 31, 2017 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 currencies. 3 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. 4 The issuances of the $6 billion , $8 billion , £0.7 billion , €0.75 billion , $4 billion and $1 billion notes as of November 30, 2017 had fair values and carrying values of $2.5 billion and $2.5 billion , $6.7 billion and $6.5 billion , $1.0 billion and $0.9 billion , $0.9 billion and $0.9 billion , $1.7 billion and $1.7 billion , and $0.3 billion and $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 November 30, 2017 spot rate, as applicable. The fair values and carrying values of these issuances do not include notes that have been redeemed or repaid as of November 30, 2017 . 5 Includes interest rate swap fair market value adjustments. See note 9, fair value measurements for additional fair value disclosures. 6 Other long-term debt represents a mix of fixed and variable rate borrowings in various currencies with various maturities. 7 Notes are senior debt obligations of Walgreen Co. and rank equally with all other unsecured and unsubordinated indebtedness of Walgreen Co. 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. |
Financial instruments (Tables)
Financial instruments (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Derivative [Line Items] | |
Notional Amounts, Fair Value and Balance Sheet Presentation of Derivative Instruments Outstanding | The notional amounts, fair value and balance sheet presentation of derivative instruments outstanding as of November 30, 2017 and August 31, 2017 are as follows (in millions): November 30, 2017 August 31, 2017 Notional 1 Fair value Notional 1 Fair value Location in Consolidated Condensed Balance Sheets Derivatives designated as hedges: Interest rate swaps $ — $ — $ 250 $ — Other non-current assets Interest rate swaps 250 1 — — Other non-current liabilities Foreign currency forwards — — 24 — Other current assets Derivatives not designated as hedges: Foreign currency forwards 139 3 221 — Other current assets Foreign currency forwards 3,064 15 2,816 19 Other current liabilities 1 Amounts are presented in U.S. dollar equivalents, as applicable. |
Not Designated as Hedging Instrument | |
Derivative [Line Items] | |
Gains and (Losses) due to Changes in Fair Value Recognized in Earnings | The gains and (losses) due to changes in fair value of these derivative instruments were recognized in earnings as follows (in millions): Three months ended November 30, Location in Consolidated Condensed Statements of Earnings 2017 2016 Foreign currency forwards Selling, general and administrative expenses $ (19 ) $ 50 Foreign currency forwards Other income 34 1 |
Fair value measurements (Tables
Fair value measurements (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value on a Recurring Basis | Assets and liabilities measured at fair value on a recurring basis are as follows (in millions): November 30, 2017 Level 1 Level 2 Level 3 Assets : Money market funds 1 $ 940 $ 940 $ — $ — Available-for-sale investments 2 1 1 — — Foreign currency forwards 3 3 — 3 — Liabilities : Foreign currency forwards 3 15 — 15 — Interest rate swaps 4 1 — 1 — August 31, 2017 Level 1 Level 2 Level 3 Assets : Money market funds 1 $ 2,096 $ 2,096 $ — $ — Available-for-sale investments 2 1 1 — — Liabilities : Foreign currency forwards 3 19 — 19 — 1 Money market funds are valued at the closing price reported by the fund sponsor. 2 Fair values of quoted investments are based on current bid prices as of the balance sheet dates. 3 The fair value of forward currency contracts are estimated by discounting the difference between the contractual forward price and the current available forward price for the residual maturity of the contract using observable market rates. 4 The fair value of interest rate swaps is calculated by discounting the estimated future cash flows based on the applicable observable yield curves. See note 8, financial instruments for additional information. |
Retirement benefits (Tables)
Retirement benefits (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Components of Net Periodic Benefit Cost | Components of net periodic pension costs for the defined benefit pension plans (in millions): Three months ended November 30, 2017 2016 Service costs $ 2 $ 2 Interest costs 47 43 Expected returns on plan assets (51 ) (37 ) Total net periodic pension costs $ (2 ) $ 8 |
Depreciation and amortization (
Depreciation and amortization (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Depreciation, Depletion and Amortization [Abstract] | |
Depreciation and Amortization by Major Category | The Company has recorded the following depreciation and amortization expense in the Consolidated Condensed Statements of Earnings (in millions): Three months ended November 30, 2017 2016 Depreciation expense $ 335 $ 335 Intangible asset and other amortization 81 84 Total depreciation and amortization expense $ 416 $ 419 |
Accumulated other comprehensi38
Accumulated other comprehensive income (loss) (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Components of Accumulated Other Comprehensive Income (Loss) | The following is a summary of net changes in accumulated other comprehensive income by component and net of tax for the three months ended November 30, 2017 and 2016 (in millions): Pension/ post- retirement obligations Unrecognized gain (loss) on available-for- sale investments Unrealized gain (loss) on cash flow hedges Share of OCI of equity method investments Currency translation adjustment Total Balance at August 31, 2017 $ (139 ) $ — $ (33 ) $ (2 ) $ (2,877 ) $ (3,051 ) Other comprehensive income (loss) before reclassification adjustments (1 ) — — 3 506 508 Amounts reclassified from accumulated OCI — — 1 — — 1 Tax benefit (provision) 1 — (1 ) (1 ) — (1 ) Net other comprehensive income — — — 2 506 508 Balance at November 30, 2017 $ (139 ) $ — $ (33 ) $ — $ (2,371 ) $ (2,543 ) Pension/ post- retirement obligations Unrecognized gain (loss) on available-for- sale investments Unrealized gain (loss) on cash flow hedges Share of OCI of equity method investments Currency translation adjustment Total Balance at August 31, 2016 $ (212 ) $ 2 $ (37 ) $ (1 ) $ (2,744 ) $ (2,992 ) Other comprehensive income (loss) before reclassification adjustments (11 ) (1 ) 1 (1 ) (808 ) (820 ) Tax benefit 2 — — — — 2 Net other comprehensive income (loss) (9 ) (1 ) 1 (1 ) (808 ) (818 ) Balance at November 30, 2016 $ (221 ) $ 1 $ (36 ) $ (2 ) $ (3,552 ) $ (3,810 ) |
Segment reporting (Tables)
Segment reporting (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Segment Reporting [Abstract] | |
Reconciliation of Revenue from Segments to Consolidated | The following table reflects results of operations of the Company’s reportable segments (in millions): Retail Pharmacy USA Retail Pharmacy International Pharmaceutical Wholesale Eliminations Walgreens Boots Alliance, Inc. Three months ended November 30, 2017 Sales to external customers $ 22,489 $ 3,083 $ 5,168 $ — $ 30,740 Intersegment sales — — 550 (550 ) — Sales $ 22,489 $ 3,083 $ 5,718 $ (550 ) $ 30,740 Adjusted operating income $ 1,377 $ 210 $ 224 $ (2 ) $ 1,809 Three months ended November 30, 2016 Sales to external customers $ 20,659 $ 2,962 $ 4,880 $ — $ 28,501 Intersegment sales — — 537 (537 ) — Sales $ 20,659 $ 2,962 $ 5,417 $ (537 ) $ 28,501 Adjusted operating income $ 1,289 $ 213 $ 224 $ — $ 1,726 |
Reconciliation of Operating Income (Loss) from Segments to Consolidated | The following table reconciles adjusted operating income to operating income (in millions): Retail Pharmacy USA Retail Pharmacy International Pharmaceutical Wholesale Eliminations Walgreens Boots Alliance, Inc. Three months ended November 30, 2017 Adjusted operating income $ 1,377 $ 210 $ 224 $ (2 ) $ 1,809 Adjustments to equity earnings in AmerisourceBergen (189 ) Acquisition-related amortization (85 ) Hurricane-related costs (83 ) LIFO provision (54 ) Acquisition-related costs (51 ) Legal settlement (25 ) Operating income $ 1,322 Three months ended November 30, 2016 Adjusted operating income $ 1,289 $ 213 $ 224 $ — $ 1,726 Adjustments to equity earnings in AmerisourceBergen (41 ) Acquisition-related amortization (82 ) LIFO provision (58 ) Acquisition-related costs (17 ) Cost transformation (81 ) Operating income 1,447 |
Related parties (Tables)
Related parties (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Related party transactions (in millions): Three months ended November 30, 2017 November 30, 2016 Purchases, net $ 11,604 $ 10,636 November 30, 2017 August 31, 2017 Trade accounts payable, net $ 4,818 $ 4,384 |
Exit and disposal activities (D
Exit and disposal activities (Details) $ in Millions | Oct. 24, 2017USD ($)store | Nov. 30, 2017USD ($) |
Store Optimization Program | ||
Restructuring Reserve Disclosures [Abstract] | ||
Number of stores expected to close | store | 600 | |
Duration of restructuring plan | 18 months | |
Expected cost | $ 450 | |
Store Optimization Program | Lease obligations and other real estate costs | ||
Restructuring Reserve Disclosures [Abstract] | ||
Expected cost | 270 | |
Store Optimization Program | Severance and other business transition and exit costs | ||
Restructuring Reserve Disclosures [Abstract] | ||
Expected cost | $ 180 | |
Cost Transformation Program | ||
Restructuring Reserve [Roll Forward] | ||
Beginning Balance | $ 600 | |
Payments | (81) | |
Ending Balance | 519 | |
Cost Transformation Program | Real estate costs | ||
Restructuring Reserve [Roll Forward] | ||
Beginning Balance | 521 | |
Payments | (42) | |
Ending Balance | 479 | |
Cost Transformation Program | Severance and other business transition and exit costs | ||
Restructuring Reserve [Roll Forward] | ||
Beginning Balance | 79 | |
Payments | (39) | |
Ending Balance | $ 40 |
Operating leases (Details)
Operating leases (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |
Nov. 30, 2017USD ($)lease | Nov. 30, 2016USD ($) | Aug. 31, 2017USD ($) | |
Operating Leased Assets [Line Items] | |||
Interval period of renewal options | 5 years | ||
Proceeds from sale leaseback transactions | $ 0 | $ 436 | |
Charges related to facilities that were closed or relocated | $ 39 | 17 | |
Number of leases | lease | 71 | ||
Potential undiscounted future payments | $ 318 | ||
Changes in reserve for facility closings and related lease termination charges [Roll Forward] | |||
Balance at beginning of period | 718 | $ 466 | $ 466 |
Provision for present value of non-cancellable lease payments on closed facilities | 29 | 344 | |
Assumptions about future sublease income, terminations and changes in interest rates | 1 | 13 | |
Interest accretion | 9 | 37 | |
Cash payments, net of sublease income | (61) | (142) | |
Balance at end of period | $ 696 | $ 718 | |
Minimum | |||
Operating Leased Assets [Line Items] | |||
Initial term of operating lease | 15 years | ||
Maximum | |||
Operating Leased Assets [Line Items] | |||
Initial term of operating lease | 25 years |
Equity method investments - Sc
Equity method investments - Schedule of Equity Method Investments (Details) - USD ($) $ in Millions | Nov. 30, 2017 | Aug. 31, 2017 |
Schedule of Equity Method Investments [Line Items] | ||
Carrying value | $ 6,028 | $ 6,320 |
AmerisourceBergen | ||
Schedule of Equity Method Investments [Line Items] | ||
Carrying value | $ 4,895 | $ 5,024 |
Ownership percentage | 26.00% | 26.00% |
Others | ||
Schedule of Equity Method Investments [Line Items] | ||
Carrying value | $ 1,133 | $ 1,296 |
Others | Minimum | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership percentage | 8.00% | 8.00% |
Others | Maximum | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership percentage | 50.00% | 50.00% |
Total | ||
Schedule of Equity Method Investments [Line Items] | ||
Carrying value | $ 6,028 | $ 6,320 |
Equity method investments - Na
Equity method investments - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Nov. 30, 2017 | Nov. 30, 2016 | Aug. 31, 2017 | |
Schedule of Equity Method Investments [Line Items] | |||
Equity earnings (losses) | $ (99) | $ 29 | |
AmerisourceBergen | |||
Schedule of Equity Method Investments [Line Items] | |||
Outstanding shares owned (in shares) | 56,854,867 | 56,854,867 | |
Ownership percentage | 26.00% | 26.00% | |
Period of reporting lag | 2 months | ||
Equity investment, exceeded its proportionate share of net assets | $ 4,400 | ||
AmerisourceBergen | Level 1 | |||
Schedule of Equity Method Investments [Line Items] | |||
Fair market value of equity investment | 4,800 | ||
Other Investments | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity earnings (losses) | 13 | $ 12 | |
Other than temporary impairment | $ 170 |
Acquisitions - Additional Info
Acquisitions - Additional Information (Details) $ in Millions | Sep. 19, 2017USD ($)distribution_centerstore | Mar. 31, 2017USD ($) | Jan. 04, 2018USD ($)store | Nov. 30, 2017USD ($)store | Aug. 31, 2017USD ($) |
Business Acquisition [Line Items] | |||||
Goodwill | $ 15,931 | $ 15,632 | |||
AllianceRx Walgreens Prime | |||||
Business Acquisition [Line Items] | |||||
Total consideration | $ 720 | ||||
Goodwill | $ 103 | ||||
Payer contracts | AllianceRx Walgreens Prime | |||||
Business Acquisition [Line Items] | |||||
Weighted-Average Useful Life (in years) | 15 years | ||||
Rite Aid Corporation | |||||
Business Acquisition [Line Items] | |||||
Number of stores expected to be acquired | store | 1,932 | ||||
Number of distribution centers expected to be acquired | distribution_center | 3 | ||||
Consideration to be transferred | $ 4,375 | ||||
Cash consideration for stores purchased | $ 241 | ||||
Number of locations acquired | store | 97 | ||||
Rite Aid Corporation | Subsequent Event | |||||
Business Acquisition [Line Items] | |||||
Cash consideration for stores purchased | $ 474 | ||||
Number of locations acquired | store | 260 |
Acquisitions - Schedule of con
Acquisitions - Schedule of consideration (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Nov. 30, 2017 | Aug. 31, 2017 |
Business Acquisition [Line Items] | |||
Goodwill | $ 15,931 | $ 15,632 | |
AllianceRx Walgreens Prime | |||
Business Acquisition [Line Items] | |||
Total consideration | $ 720 | ||
Accounts receivable | 217 | ||
Inventories | 149 | ||
Property, plant and equipment | 11 | ||
Intangible assets | 331 | ||
Trade accounts payable | (90) | ||
Accrued expenses and other liabilities | (1) | ||
Total identifiable net assets | 617 | ||
Goodwill | $ 103 |
Goodwill and other intangible47
Goodwill and other intangible assets - Schedule of Goodwill (Details) $ in Millions | 3 Months Ended |
Nov. 30, 2017USD ($) | |
Goodwill [Roll Forward] | |
Net book value - Beginning Period | $ 15,632 |
Acquisitions | 101 |
Currency translation adjustments | 198 |
Net book value - Ending Period | 15,931 |
Reportable Segments | Retail Pharmacy USA | |
Goodwill [Roll Forward] | |
Net book value - Beginning Period | 9,139 |
Acquisitions | 101 |
Currency translation adjustments | 0 |
Net book value - Ending Period | 9,240 |
Reportable Segments | Retail Pharmacy International | |
Goodwill [Roll Forward] | |
Net book value - Beginning Period | 3,392 |
Acquisitions | 0 |
Currency translation adjustments | 103 |
Net book value - Ending Period | 3,495 |
Reportable Segments | Pharmaceutical Wholesale | |
Goodwill [Roll Forward] | |
Net book value - Beginning Period | 3,101 |
Acquisitions | 0 |
Currency translation adjustments | 95 |
Net book value - Ending Period | $ 3,196 |
Goodwill and other intangible48
Goodwill and other intangible assets - Schedule of Finite-Lived Intangible Assets by Major Class (Details) - USD ($) $ in Millions | Nov. 30, 2017 | Aug. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross amortizable intangible assets | $ 4,028 | $ 3,928 |
Accumulated amortization | 1,378 | 1,341 |
Total amortizable intangible assets, net | 2,650 | 2,587 |
Indefinite lived intangible assets | 7,938 | 7,569 |
Total intangible assets, net | 10,588 | 10,156 |
Trade names and trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite lived intangible assets | 5,783 | 5,514 |
Pharmacy licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite lived intangible assets | 2,155 | 2,055 |
Customer relationships and loyalty card holders | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross amortizable intangible assets | 1,910 | 1,851 |
Accumulated amortization | 397 | 409 |
Purchased prescription files | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross amortizable intangible assets | 716 | 659 |
Accumulated amortization | 420 | 371 |
Favorable lease interests and non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross amortizable intangible assets | 499 | 523 |
Accumulated amortization | 335 | 355 |
Trade names and trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross amortizable intangible assets | 513 | 504 |
Accumulated amortization | 169 | 155 |
Purchasing and payer contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross amortizable intangible assets | 390 | 391 |
Accumulated amortization | $ 57 | $ 51 |
Goodwill and other intangible49
Goodwill and other intangible assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense for intangible assets | $ 96 | $ 95 |
Goodwill and other intangible50
Goodwill and other intangible assets - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) $ in Millions | Nov. 30, 2017USD ($) |
Estimated annual intangible assets amortization expense [Abstract] | |
2,019 | $ 350 |
2,020 | 295 |
2,021 | 244 |
2,022 | 218 |
2,023 | $ 197 |
Borrowings - Short and Long-Te
Borrowings - Short and Long-Term Debt (Details) - USD ($) $ in Millions | 3 Months Ended | |
Nov. 30, 2017 | Aug. 31, 2017 | |
Debt Instrument [Line Items] | ||
Total short-term borrowings | $ 1,268 | $ 251 |
Other | 28 | 24 |
Total long-term debt, less current portion | 12,737 | 12,684 |
Unsecured Notes | 3.450% unsecured notes due 2026 | ||
Debt Instrument [Line Items] | ||
Carrying value of notes, net of unamortized discount and interest rate swap FMV adjustment | $ 1,887 | 1,887 |
Stated interest rate | 3.45% | |
Maturity year | 2,026 | |
Unsecured Notes | 4.650% unsecured notes due 2046 | ||
Debt Instrument [Line Items] | ||
Carrying value of notes, net of unamortized discount and interest rate swap FMV adjustment | $ 590 | 590 |
Stated interest rate | 4.65% | |
Maturity year | 2,046 | |
Unsecured Notes | 2.700% unsecured notes due 2019 | ||
Debt Instrument [Line Items] | ||
Carrying value of notes, net of unamortized discount and interest rate swap FMV adjustment | $ 1,247 | 1,246 |
Stated interest rate | 2.70% | |
Maturity year | 2,019 | |
Unsecured Notes | 3.300% unsecured notes due 2021 | ||
Debt Instrument [Line Items] | ||
Carrying value of notes, net of unamortized discount and interest rate swap FMV adjustment | $ 1,244 | 1,244 |
Stated interest rate | 3.30% | |
Maturity year | 2,021 | |
Unsecured Notes | 3.800% unsecured notes due 2024 | ||
Debt Instrument [Line Items] | ||
Carrying value of notes, net of unamortized discount and interest rate swap FMV adjustment | $ 1,989 | 1,988 |
Stated interest rate | 3.80% | |
Maturity year | 2,024 | |
Unsecured Notes | 4.500% unsecured notes due 2034 | ||
Debt Instrument [Line Items] | ||
Carrying value of notes, net of unamortized discount and interest rate swap FMV adjustment | $ 495 | 495 |
Stated interest rate | 4.50% | |
Maturity year | 2,034 | |
Unsecured Notes | 4.800% unsecured notes due 2044 | ||
Debt Instrument [Line Items] | ||
Carrying value of notes, net of unamortized discount and interest rate swap FMV adjustment | $ 1,492 | 1,492 |
Stated interest rate | 4.80% | |
Maturity year | 2,044 | |
Unsecured Notes | 2.875% unsecured pound sterling notes due 2020 | ||
Debt Instrument [Line Items] | ||
Carrying value of notes, net of unamortized discount and interest rate swap FMV adjustment | $ 538 | 513 |
Stated interest rate | 2.875% | |
Maturity year | 2,020 | |
Unsecured Notes | 3.600% unsecured pound sterling notes due 2025 | ||
Debt Instrument [Line Items] | ||
Carrying value of notes, net of unamortized discount and interest rate swap FMV adjustment | $ 403 | 384 |
Stated interest rate | 3.60% | |
Maturity year | 2,025 | |
Unsecured Notes | 2.125% unsecured euro notes due 2026 | ||
Debt Instrument [Line Items] | ||
Carrying value of notes, net of unamortized discount and interest rate swap FMV adjustment | $ 888 | 884 |
Stated interest rate | 2.125% | |
Maturity year | 2,026 | |
Unsecured Notes | 3.100% unsecured notes due 2022 | ||
Debt Instrument [Line Items] | ||
Carrying value of notes, net of unamortized discount and interest rate swap FMV adjustment | $ 1,195 | 1,195 |
Stated interest rate | 3.10% | |
Maturity year | 2,022 | |
Unsecured Notes | 4.400% unsecured notes due 2042 | ||
Debt Instrument [Line Items] | ||
Carrying value of notes, net of unamortized discount and interest rate swap FMV adjustment | $ 492 | 492 |
Stated interest rate | 4.40% | |
Maturity year | 2,042 | |
Unsecured Notes | 5.250% unsecured notes due 2019 | ||
Debt Instrument [Line Items] | ||
Carrying value of notes, net of unamortized discount and interest rate swap FMV adjustment | $ 249 | 250 |
Stated interest rate | 5.25% | |
Maturity year | 2,019 | |
Commercial Paper | ||
Debt Instrument [Line Items] | ||
Total short-term borrowings | $ 990 | 0 |
Other | ||
Debt Instrument [Line Items] | ||
Total short-term borrowings | $ 278 | $ 251 |
Borrowings - Note Issuances (D
Borrowings - Note Issuances (Details) - Nov. 30, 2017 | USD ($) | EUR (€) |
Total $6.0 billion debt issuance | ||
Debt Instrument [Line Items] | ||
Face amount | $ 6,000,000,000 | |
Fair value of the notes | 2,500,000,000 | |
Carrying value of the notes | 2,500,000,000 | |
Total $8.0 billion debt issuance | ||
Debt Instrument [Line Items] | ||
Face amount | 8,000,000,000 | |
Fair value of the notes | 6,700,000,000 | |
Carrying value of the notes | 6,500,000,000 | |
Total 700 million pounds debt issuance | ||
Debt Instrument [Line Items] | ||
Face amount | € | € 700,000,000 | |
Fair value of the notes | 1,000,000,000 | |
Carrying value of the notes | 900,000,000 | |
Total 750 million euros debt issuance | ||
Debt Instrument [Line Items] | ||
Face amount | € | € 750,000,000 | |
Fair value of the notes | 900,000,000 | |
Carrying value of the notes | 900,000,000 | |
Total $4.0 billion debt issuance | ||
Debt Instrument [Line Items] | ||
Face amount | 4,000,000,000 | |
Fair value of the notes | 1,700,000,000 | |
Carrying value of the notes | 1,700,000,000 | |
Total $1.0 billion debt issuance | ||
Debt Instrument [Line Items] | ||
Face amount | 1,000,000,000 | |
Fair value of the notes | 300,000,000 | |
Carrying value of the notes | $ 200,000,000 |
Borrowings - Additional Inform
Borrowings - Additional Information (Details) | Jun. 05, 2017USD ($) | Jun. 01, 2016USD ($)tranche | Nov. 30, 2016USD ($) | Jun. 01, 2018USD ($) | Nov. 30, 2017USD ($) | Aug. 31, 2017USD ($) | Aug. 24, 2017USD ($) | Feb. 01, 2017USD ($) |
Total $6.0 billion debt issuance | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from notes payable | $ 6,000,000,000 | |||||||
Number of tranches | tranche | 5 | |||||||
Redemption price, percentage of principal amount redeemed | 101.00% | |||||||
Redemption price, accrued and unpaid interest | $ 1,000,000 | |||||||
Medium-term Notes | 2017 Term Loan Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 1,000,000,000 | |||||||
Borrowing outstanding | $ 30,000,000 | |||||||
Commercial Paper | ||||||||
Debt Instrument [Line Items] | ||||||||
Average daily short-term borrowings | $ 620,000,000 | |||||||
Weighted-average interest rate | 1.46% | |||||||
Balance outstanding | 0 | $ 0 | ||||||
Revolving Credit Facility | February 2017 Revolving Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 1,000,000,000 | |||||||
Borrowing outstanding | $ 0 | |||||||
Revolving Credit Facility | August 2017 Revolving Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 1,000,000,000 | |||||||
Forecast | Medium-term Notes | 2017 Term Loan Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 500,000,000 | |||||||
Term Loan | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt to total capitalization ratio | 0.6 |
Financial instruments (Details)
Financial instruments (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Nov. 30, 2017 | Nov. 30, 2016 | Aug. 31, 2017 | |
Interest rate swaps | Six-month LIBOR | |||
Derivatives, Fair Value [Line Items] | |||
Fair value | $ 250 | ||
Fixed interest rate percentage | 5.25% | ||
Foreign currency forwards | Not Designated as Hedging Instrument | Selling, general and administrative expenses | |||
Effect of Fair Value Hedges on Results of Operations [Abstract] | |||
Gains and (losses) due to changes in fair value of derivative instruments | $ (19) | $ 50 | |
Foreign currency forwards | Not Designated as Hedging Instrument | Other income | |||
Effect of Fair Value Hedges on Results of Operations [Abstract] | |||
Gains and (losses) due to changes in fair value of derivative instruments | 34 | $ 1 | |
Other non-current assets | Interest rate swaps | Designated as Hedging Instrument | |||
Derivatives, Fair Value [Line Items] | |||
Notional | 0 | $ 250 | |
Fair value | 0 | 0 | |
Other current assets | Foreign currency forwards | Designated as Hedging Instrument | |||
Derivatives, Fair Value [Line Items] | |||
Notional | 0 | 24 | |
Fair value | 0 | 0 | |
Other current assets | Foreign currency forwards | Not Designated as Hedging Instrument | |||
Derivatives, Fair Value [Line Items] | |||
Notional | 139 | 221 | |
Fair value | 3 | 0 | |
Other current liabilities | Interest rate swaps | Designated as Hedging Instrument | |||
Derivatives, Fair Value [Line Items] | |||
Notional | 250 | 0 | |
Fair value | 1 | 0 | |
Other current liabilities | Foreign currency forwards | Not Designated as Hedging Instrument | |||
Derivatives, Fair Value [Line Items] | |||
Notional | 3,064 | 2,816 | |
Fair value | $ 15 | $ 19 |
Fair value measurements (Detail
Fair value measurements (Details) - Recurring - USD ($) $ in Millions | Nov. 30, 2017 | Aug. 31, 2017 |
Money market funds | ||
Assets [Abstract] | ||
Fair value of assets | $ 940 | $ 2,096 |
Available-for-sale investments | ||
Assets [Abstract] | ||
Fair value of assets | 1 | 1 |
Interest rate swaps | ||
Liabilities [Abstract] | ||
Fair value of liabilities | 1 | |
Foreign currency forwards | ||
Assets [Abstract] | ||
Fair value of assets | 3 | |
Liabilities [Abstract] | ||
Fair value of liabilities | 15 | 19 |
Level 1 | Money market funds | ||
Assets [Abstract] | ||
Fair value of assets | 940 | 2,096 |
Level 1 | Available-for-sale investments | ||
Assets [Abstract] | ||
Fair value of assets | 1 | 1 |
Level 1 | Interest rate swaps | ||
Liabilities [Abstract] | ||
Fair value of liabilities | 0 | |
Level 1 | Foreign currency forwards | ||
Assets [Abstract] | ||
Fair value of assets | 0 | |
Liabilities [Abstract] | ||
Fair value of liabilities | 0 | 0 |
Level 2 | Money market funds | ||
Assets [Abstract] | ||
Fair value of assets | 0 | 0 |
Level 2 | Available-for-sale investments | ||
Assets [Abstract] | ||
Fair value of assets | 0 | 0 |
Level 2 | Interest rate swaps | ||
Liabilities [Abstract] | ||
Fair value of liabilities | 1 | |
Level 2 | Foreign currency forwards | ||
Assets [Abstract] | ||
Fair value of assets | 3 | |
Liabilities [Abstract] | ||
Fair value of liabilities | 15 | 19 |
Level 3 | Money market funds | ||
Assets [Abstract] | ||
Fair value of assets | 0 | 0 |
Level 3 | Available-for-sale investments | ||
Assets [Abstract] | ||
Fair value of assets | 0 | 0 |
Level 3 | Interest rate swaps | ||
Liabilities [Abstract] | ||
Fair value of liabilities | 0 | |
Level 3 | Foreign currency forwards | ||
Assets [Abstract] | ||
Fair value of assets | 0 | |
Liabilities [Abstract] | ||
Fair value of liabilities | $ 0 | $ 0 |
Commitments and contingencies (
Commitments and contingencies (Details) - lawsuit | 3 Months Ended | |
Nov. 30, 2017 | Aug. 31, 2016 | |
Loss Contingencies [Line Items] | ||
Duration for plaintiffs to file amended complaint | 10 days | |
Rite Aid Transactions | ||
Loss Contingencies [Line Items] | ||
Number of lawsuits filed | 2 | |
State of Pennsylvania in the Court of Common Pleas of Cumberland County | ||
Loss Contingencies [Line Items] | ||
Number of lawsuits filed | 1 | |
Middle District of Pennsylvania | ||
Loss Contingencies [Line Items] | ||
Number of lawsuits filed | 1 | |
Delaware | ||
Loss Contingencies [Line Items] | ||
Lawsuits filed and dismissed | 8 |
Retirement benefits (Details)
Retirement benefits (Details) - USD ($) $ in Millions | 3 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Components of net periodic benefit costs [Abstract] | ||
Employer cash contributions to defined benefit pension plans | $ 9 | |
Employee expected additional contribution in current fiscal year | 50 | |
Walgreen Profit Sharing Retirement Trust | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Profit sharing provision expense | 57 | $ 57 |
Alliance Boots Retirement Savings Plan | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Cost recognized in the consolidated condensed statements of earnings | 30 | 28 |
Boots and Other Pension Plans | ||
Components of net periodic benefit costs [Abstract] | ||
Service costs | 2 | 2 |
Interest costs | 47 | 43 |
Expected returns on plan assets | (51) | (37) |
Total net periodic pension costs | $ (2) | $ 8 |
Earnings per share (Details)
Earnings per share (Details) - shares shares in Millions | 3 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Earnings Per Share [Abstract] | ||
Antidilutive securities excluded from EPS calculations (in shares) | 7.6 | 4 |
Depreciation and amortization59
Depreciation and amortization (Details) - USD ($) $ in Millions | 3 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Depreciation, Depletion and Amortization [Abstract] | ||
Depreciation expense | $ 335 | $ 335 |
Intangible asset and other amortization | 81 | 84 |
Total depreciation and amortization expense | $ 416 | $ 419 |
Supplemental financial inform60
Supplemental financial information (Details) - USD ($) | 3 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Supplemental Cash Flow Elements [Abstract] | ||
Effective tax rate | 21.90% | 17.30% |
Discrete tax benefit from tax rate reduction | $ 0 | $ 77,000,000 |
Cash paid for income taxes | 45,000,000 | 63,000,000 |
Interest paid | $ 217,000,000 | $ 246,000,000 |
Accumulated other comprehensi61
Accumulated other comprehensive income (loss) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning Balance | $ 28,274 | $ 30,281 |
Net other comprehensive income (loss) | 522 | (865) |
Ending Balance | 26,756 | 29,692 |
Pension/ post- retirement obligations | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning Balance | (139) | (212) |
Other comprehensive income (loss) before reclassification adjustments | (1) | (11) |
Amounts reclassified from accumulated OCI | 0 | |
Tax benefit (provision) | 1 | 2 |
Net other comprehensive income (loss) | 0 | (9) |
Ending Balance | (139) | (221) |
Unrecognized gain (loss) on available-for- sale investments | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning Balance | 0 | 2 |
Other comprehensive income (loss) before reclassification adjustments | 0 | (1) |
Amounts reclassified from accumulated OCI | 0 | |
Tax benefit (provision) | 0 | 0 |
Net other comprehensive income (loss) | 0 | (1) |
Ending Balance | 0 | 1 |
Unrealized gain (loss) on cash flow hedges | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning Balance | (33) | (37) |
Other comprehensive income (loss) before reclassification adjustments | 0 | 1 |
Amounts reclassified from accumulated OCI | 1 | |
Tax benefit (provision) | (1) | 0 |
Net other comprehensive income (loss) | 0 | 1 |
Ending Balance | (33) | (36) |
Share of OCI of equity method investments | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning Balance | (2) | (1) |
Other comprehensive income (loss) before reclassification adjustments | 3 | (1) |
Amounts reclassified from accumulated OCI | 0 | |
Tax benefit (provision) | (1) | 0 |
Net other comprehensive income (loss) | 2 | (1) |
Ending Balance | 0 | (2) |
Currency translation adjustment | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning Balance | (2,877) | (2,744) |
Other comprehensive income (loss) before reclassification adjustments | 506 | (808) |
Amounts reclassified from accumulated OCI | 0 | |
Tax benefit (provision) | 0 | 0 |
Net other comprehensive income (loss) | 506 | (808) |
Ending Balance | (2,371) | (3,552) |
Total | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning Balance | (3,051) | (2,992) |
Other comprehensive income (loss) before reclassification adjustments | 508 | (820) |
Amounts reclassified from accumulated OCI | 1 | |
Tax benefit (provision) | (1) | 2 |
Net other comprehensive income (loss) | 508 | (818) |
Ending Balance | $ (2,543) | $ (3,810) |
Segment reporting (Details)
Segment reporting (Details) $ in Millions | 3 Months Ended | |
Nov. 30, 2017USD ($)segment | Nov. 30, 2016USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | segment | 3 | |
Segment Reporting Information, Operating Income (Loss) [Abstract] | ||
Sales | $ 30,740 | $ 28,501 |
Adjusted operating income | 1,809 | 1,726 |
Adjustments to equity earnings in AmerisourceBergen | (189) | (41) |
Acquisition-related amortization | (85) | (82) |
Hurricane-related costs | (83) | |
LIFO provision | (54) | (58) |
Acquisition-related costs | (51) | (17) |
Legal settlement | (25) | |
Cost transformation | (81) | |
Operating income | 1,322 | 1,447 |
Retail Pharmacy USA | ||
Segment Reporting Information, Operating Income (Loss) [Abstract] | ||
Sales | 22,489 | 20,659 |
Adjusted operating income | 1,377 | 1,289 |
Retail Pharmacy International | ||
Segment Reporting Information, Operating Income (Loss) [Abstract] | ||
Sales | 3,083 | 2,962 |
Adjusted operating income | 210 | 213 |
Pharmaceutical Wholesale | ||
Segment Reporting Information, Operating Income (Loss) [Abstract] | ||
Sales | 5,168 | 4,880 |
Adjusted operating income | 224 | 224 |
Reportable Segments | ||
Segment Reporting Information, Operating Income (Loss) [Abstract] | ||
Sales | 30,740 | 28,501 |
Reportable Segments | Retail Pharmacy USA | ||
Segment Reporting Information, Operating Income (Loss) [Abstract] | ||
Sales | 22,489 | 20,659 |
Adjusted operating income | 1,377 | 1,289 |
Reportable Segments | Retail Pharmacy International | ||
Segment Reporting Information, Operating Income (Loss) [Abstract] | ||
Sales | 3,083 | 2,962 |
Adjusted operating income | 210 | 213 |
Reportable Segments | Pharmaceutical Wholesale | ||
Segment Reporting Information, Operating Income (Loss) [Abstract] | ||
Sales | 5,718 | 5,417 |
Adjusted operating income | 224 | 224 |
Eliminations | ||
Segment Reporting Information, Operating Income (Loss) [Abstract] | ||
Sales | (550) | (537) |
Adjusted operating income | (2) | 0 |
Eliminations | Retail Pharmacy USA | ||
Segment Reporting Information, Operating Income (Loss) [Abstract] | ||
Sales | 0 | 0 |
Eliminations | Retail Pharmacy International | ||
Segment Reporting Information, Operating Income (Loss) [Abstract] | ||
Sales | 0 | 0 |
Eliminations | Pharmaceutical Wholesale | ||
Segment Reporting Information, Operating Income (Loss) [Abstract] | ||
Sales | $ 550 | $ 537 |
Related parties (Details)
Related parties (Details) - USD ($) $ in Millions | 3 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Related Party Transactions [Abstract] | ||
Purchases, net | $ 11,604 | $ 10,636 |
Trade accounts payable, net | $ 4,818 | $ 4,384 |