Statistiche di base
| LEI | E1OI0SEUGJMPPTKRDD35 |
| CIK | 104207 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
| January 16, 2015 |
Walgreen Co. 108 Wilmot Road Deerfield, Illinois 60015 EX-99.11 2 d852100dex9911.htm EX-99.11 Exhibit 99.11 Walgreen Co. 108 Wilmot Road Deerfield, Illinois 60015 December 31, 2014 VIA EMAIL AND FAX AmerisourceBergen Corporation 1300 Morris Drive Chesterbrook, PA 19087 Attention: General Counsel Fax: 610-727-3612 Alliance Boots GmbH Untermattweg 8 3027, Bern Switzerland Attention: Marco Pagni, Group Legal Counsel & Chief Administrative Officer Email: |
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| January 16, 2015 |
EX-99.12 3 d852100dex9912.htm EX-99.12 Exhibit 99.12 JOINT FILING AGREEMENT JOINT FILING AGREEMENT, dated as of January 16, 2015, by and among (i) WAB Holdings LLC, a Delaware limited liability company (“WAB Holdings”); (ii) Walgreens Pharmacy Strategies, LLC, an Illinois limited liability company (“WPS”); (iii) Bond Drug Company of Illinois, LLC, an Illinois limited liability company (“Bond Drug” |
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| January 16, 2015 |
ABC / AmerisourceBergen Corp. / Walgreen Co - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| December 31, 2014 |
Walgreen Co S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on December 31, 2014 Registration No. |
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| December 31, 2014 |
Walgreen Co S-8 POS - - S-8 POS S-8 POS As filed with the Securities and Exchange Commission on December 31, 2014 Registration No. |
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| December 31, 2014 |
POSASR As filed with the Securities and Exchange Commission on December 31, 2014 Registration No. |
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| December 31, 2014 |
Walgreen Co S-8 POS - - S-8 POS S-8 POS As filed with the Securities and Exchange Commission on December 31, 2014 Registration No. |
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| December 31, 2014 |
Walgreen Co S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on December 31, 2014 Registration No. |
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| December 31, 2014 |
Walgreen Co S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on December 31, 2014 Registration No. |
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| December 31, 2014 |
Walgreen Co S-8 POS - - S-8 POS S-8 POS 1 d843986ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on December 31, 2014 Registration No. 333-186491 Registration No. 333-175642 Registration No. 333-174811 Registration No. 333-174810 Registration No. 333-167836 Registration No. 333-164382 Registration No. 333-132272 Registration No. 333-112343 Registration No. 333-107841 Registration No. 333-106967 Registrati |
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| December 31, 2014 |
Walgreen Co S-8 POS - - S-8 POS S-8 POS As filed with the Securities and Exchange Commission on December 31, 2014 Registration No. |
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| December 31, 2014 |
EX-99.1 2 d843793dex991.htm EX-99.1 Exhibit 99.1 Walgreens and Alliance Boots Complete Step 2 of Merger to Form First Global Pharmacy-Led, Health and Wellbeing Enterprise DEERFIELD, Ill., Dec. 31, 2014 – Walgreen Co. and Alliance Boots GmbH today completed Step 2 of their strategic partnership to form Walgreens Boots Alliance, Inc. (Nasdaq: WBA), finalizing the two-step merger launched in 2012 to |
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| December 31, 2014 |
Walgreen Co S-8 POS - - S-8 POS S-8 POS As filed with the Securities and Exchange Commission on December 31, 2014 Registration No. |
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| December 31, 2014 |
8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2014 WALGREEN CO. (Exact name of registrant as specified in its charter) Illinois 1-604 36-1924025 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Empl |
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| December 31, 2014 |
Walgreen Co S-8 POS - - S-8 POS S-8 POS As filed with the Securities and Exchange Commission on December 31, 2014 Registration No. |
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| December 31, 2014 |
Walgreen Co S-8 POS - - S-8 POS S-8 POS As filed with the Securities and Exchange Commission on December 31, 2014 Registration No. |
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| December 31, 2014 |
15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-175649 333-152315 WALGREEN CO. (Exact name of registrant as speci |
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| December 31, 2014 |
Walgreen Co S-8 POS - - S-8 POS S-8 POS As filed with the Securities and Exchange Commission on December 31, 2014 Registration No. |
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| December 31, 2014 |
Walgreen Co S-8 POS - - S-8 POS S-8 POS As filed with the Securities and Exchange Commission on December 31, 2014 Registration No. |
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| December 31, 2014 |
As filed with the Securities and Exchange Commission on December 31, 2014 Registration No. |
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| December 31, 2014 |
Walgreen Co S-8 POS - - S-8 POS S-8 POS 1 d843986ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on December 31, 2014 Registration No. 333-186491 Registration No. 333-175642 Registration No. 333-174811 Registration No. 333-174810 Registration No. 333-167836 Registration No. 333-164382 Registration No. 333-132272 Registration No. 333-112343 Registration No. 333-107841 Registration No. 333-106967 Registrati |
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| December 31, 2014 |
15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-00604 WALGREEN CO. (Exact name of registrant as specified in its |
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| December 31, 2014 |
As filed with the Securities and Exchange Commission on December 31, 2014 Registration No. |
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| December 31, 2014 |
Walgreen Co S-8 POS - - S-8 POS S-8 POS As filed with the Securities and Exchange Commission on December 31, 2014 Registration No. |
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| December 31, 2014 |
Walgreen Co S-8 POS - - S-8 POS S-8 POS As filed with the Securities and Exchange Commission on December 31, 2014 Registration No. |
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| December 31, 2014 |
Walgreen Co S-8 POS - - S-8 POS S-8 POS As filed with the Securities and Exchange Commission on December 31, 2014 Registration No. |
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| December 30, 2014 |
EX-12 3 ex12.htm EXHIBIT 12 Exhibit 12 Walgreen Co Computation of Historical Ratios of Earnings to Fixed Charges (a) (in millions, except ratio data) Three Months Ended, Twelve Months Ended, November 30, 2014 2014 2013 2012 2011 2010 Income before income tax provision $ 1,135 $ 3,557 $ 3,895 $ 3,376 $ 4,294 $ 3,373 Add: Minority Interests - - 5 - - - Fixed charges 432 1,376 1,383 1,260 1,212 1,100 |
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| December 30, 2014 |
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER Exhibit 2.3 EXECUTION VERSION AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 2, dated as of December 29, 2014 (this “Amendment”), to the Agreement and Plan of Merger, dated as of October 17, 2014, as amended December 23, 2014 (the “Reorg Merger Agreement”), is made by and among Walgreen Co., an Illinois corporation (the “Company”), Ontario Merger Sub, Inc., an Illinois corporat |
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| December 30, 2014 |
Walgreen Co 10-Q - Quarterly Report - WALGREEN CO 10-Q 11-30-2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended November 30, 2014 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-604 WALGREEN CO |
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| December 30, 2014 |
Form 25 OMB APPROVAL OMB Number: 3235-0080 Expires: December 31, 2014 Estimated average burden hours per response 1. |
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| December 30, 2014 |
Form 25 OMB APPROVAL OMB Number: 3235-0080 Expires: December 31, 2014 Estimated average burden hours per response 1. |
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| December 29, 2014 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2014 Walgreen Co. (Exact name of registrant as specified in its charter) Illinois 1-604 36-1924025 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer |
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| December 29, 2014 |
EX-99.1 Exhibit 99.1 Contact: Michael Polzin http://news.walgreens.com 847-315-2920 @WalgreensNews FOR IMMEDIATE RELEASE facebook.com/Walgreens Walgreens Shareholders Approve All Proposals Related to Transaction with Alliance Boots and Holding Company Reorganization DEERFIELD, Ill., Dec. 29, 2014 – At a special meeting of shareholders held today, Walgreens (NYSE: WAG) (Nasdaq: WAG) shareholders vo |
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| December 24, 2014 |
EX-10.1 3 d842199dex101.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION REVOLVING CREDIT AGREEMENT DATED AS OF DECEMBER 19, 2014 AMONG WALGREEN CO., WALGREENS BOOTS ALLIANCE, INC., THE LENDERS FROM TIME TO TIME PARTIES HERETO, and MIZUHO BANK, LTD., as Administrative Agent MIZUHO BANK, LTD., HSBC BANK USA, N.A. and U.S. BANK NATIONAL ASSOCIATION as Joint Lead Arrangers TABLE OF CONTENTS Page ARTICLE 1 |
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| December 24, 2014 |
WBA / Walgreens Boots Alliance, Inc. 425 - Merger Prospectus - 8-K 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2014 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36759 47-1758322 (State or other jurisdiction of incorporation) (Commission |
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| December 24, 2014 |
Exhibit 10.1 EXECUTION VERSION REVOLVING CREDIT AGREEMENT DATED AS OF DECEMBER 19, 2014 AMONG WALGREEN CO., WALGREENS BOOTS ALLIANCE, INC., THE LENDERS FROM TIME TO TIME PARTIES HERETO, and MIZUHO BANK, LTD., as Administrative Agent MIZUHO BANK, LTD., HSBC BANK USA, N.A. and U.S. BANK NATIONAL ASSOCIATION as Joint Lead Arrangers TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS Section 1.01. Certain De |
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| December 24, 2014 |
EX-99.1 Exhibit 99.1 Contact: Michael Polzin http://news.walgreens.com 847-315-2920 @WalgreensNews FOR IMMEDIATE RELEASE facebook.com/Walgreens Walgreens Announces Intention to List Walgreens Boots Alliance Shares on Nasdaq Following Completion of Holding Company Reorganization Company intends to delist and deregister common stock from NYSE and CHX Deerfield, Ill., Dec. 19, 2014 – Walgreen Co. (NY |
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| December 24, 2014 |
Exhibit 10.1 EXECUTION VERSION REVOLVING CREDIT AGREEMENT DATED AS OF DECEMBER 19, 2014 AMONG WALGREEN CO., WALGREENS BOOTS ALLIANCE, INC., THE LENDERS FROM TIME TO TIME PARTIES HERETO, and MIZUHO BANK, LTD., as Administrative Agent MIZUHO BANK, LTD., HSBC BANK USA, N.A. and U.S. BANK NATIONAL ASSOCIATION as Joint Lead Arrangers TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS Section 1.01. Certain De |
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| December 24, 2014 |
8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2014 WALGREEN CO. (Exact name of registrant as specified in its charter) Illinois 1-604 36-1924025 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Empl |
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| December 24, 2014 |
WALGREEN CO. 2013 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT EX-10.2 Exhibit 10.2 WALGREEN CO. 2013 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT These materials, which may include descriptions of company stock plans, prospectuses and other information and documents, and the information they contain, are provided by Walgreen Co., not by Fidelity, and are not an offer or solicitation by Fidelity for the purchase of any securities or financial |
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| December 24, 2014 |
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER Exhibit 2.1 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 1, dated as of December 23, 2014 (this “Amendment”), to the Agreement and Plan of Merger, dated as of October 17, 2014 (the “Reorg Merger Agreement”), is made by and among Walgreen Co., an Illinois corporation (the “Company”), Ontario Merger Sub, Inc., an Illinois corporation and indirect wholly owned subsidiary of the |
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| December 24, 2014 |
EX-99.1 Exhibit 99.1 Contact: Michael Polzin http://news.walgreens.com 847-315-2920 @WalgreensNews FOR IMMEDIATE RELEASE facebook.com/Walgreens Walgreens Announces Intention to List Walgreens Boots Alliance Shares on Nasdaq Following Completion of Holding Company Reorganization Company intends to delist and deregister common stock from NYSE and CHX Deerfield, Ill., Dec. 19, 2014 – Walgreen Co. (NY |
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| December 24, 2014 |
WALGREEN CO. 2013 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT Exhibit 10.2 WALGREEN CO. 2013 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT These materials, which may include descriptions of company stock plans, prospectuses and other information and documents, and the information they contain, are provided by Walgreen Co., not by Fidelity, and are not an offer or solicitation by Fidelity for the purchase of any securities or financial instrume |
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| December 24, 2014 |
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER EX-2.1 2 d841431dex21.htm EX-2.1 Exhibit 2.1 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 1, dated as of December 23, 2014 (this “Amendment”), to the Agreement and Plan of Merger, dated as of October 17, 2014 (the “Reorg Merger Agreement”), is made by and among Walgreen Co., an Illinois corporation (the “Company”), Ontario Merger Sub, Inc., an Illinois corporation and indirec |
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| December 24, 2014 |
Walgreen Co 425 - Merger Prospectus - 8-K 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2014 WALGREEN CO. (Exact name of registrant as specified in its charter) Illinois 1-604 36-1924025 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Empl |
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| December 24, 2014 |
EX-2.1 Exhibit 2.1 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 1, dated as of December 23, 2014 (this “Amendment”), to the Agreement and Plan of Merger, dated as of October 17, 2014 (the “Reorg Merger Agreement”), is made by and among Walgreen Co., an Illinois corporation (the “Company”), Ontario Merger Sub, Inc., an Illinois corporation and indirect wholly owned subsidiary |
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| December 24, 2014 |
Exhibit 99.1 Contact: Michael Polzin http://news.walgreens.com 847-315-2920 @WalgreensNews FOR IMMEDIATE RELEASE facebook.com/Walgreens Walgreens Announces Intention to List Walgreens Boots Alliance Shares on Nasdaq Following Completion of Holding Company Reorganization Company intends to delist and deregister common stock from NYSE and CHX Deerfield, Ill., Dec. 19, 2014 – Walgreen Co. (NYSE: WAG) |
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| December 23, 2014 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2014 WALGREEN CO. (Exact name of registrant as specified in its charter) Illinois 1-604 36-1924025 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer |
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| December 23, 2014 |
Walgreen Co. Reports Fiscal 2015 First Quarter Results EX-99.1 2 a14-266571ex99d1.htm EX-99.1 Exhibit 99.1 Media Contact: Michael Polzin, 847-315-2920 http://news.walgreens.com Investor Contact: Ashish Kohli, CFA, 847-315-3810 @WalgreensNews FOR IMMEDIATE RELEASE facebook.com/Walgreens Walgreen Co. Reports Fiscal 2015 First Quarter Results · Adjusted first quarter earnings per diluted share increase 12.5 percent to 81 cents; GAAP earnings per diluted |
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| December 23, 2014 |
WBA / Walgreens Boots Alliance, Inc. 425 - Merger Prospectus - 425 425 Filed by Walgreens Boots Alliance, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Date: December 23, 2014 Subject Company: Walgreen Co. Commission File No.: 001-00604 Commission File No. for Registration Statement on Form S-4: 333-198768 EDITED TRANSCRIPT WAG – Q1 2015 Walgreen Co Earnings Call EVENT |
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| December 22, 2014 |
tweetsfour.htm - Generated by SEC Publisher for SEC Filing [The CtW Investment Group recently posted the following tweets.] CtW Investment Group @CtWInvGrp · 22 Dec 22 Walgreens paying for the privilege of being taken over - see our investor presentation #corpgov #activistinvestor http://ctwinvestmentgroup.com/walgreen/wp-content/uploads/2014/12/CtWIGWAGABPPT.pdf … [The link is to a powerpoint pre |
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| December 19, 2014 |
1 Vote Against Approval of Issuance of Shares (Item 2) to Complete Acquisition of Alliance Boots at December 29, 2014 Special Meeting of Walgreen Shareholders 3 CEO Wasson out, AB?s Pessina in! What Just Happened? 2 weeks before vote Wasson suddenly announces intent to step down, with no successor in place and no clear succession plan announced. |
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| December 17, 2014 |
RE: VOTE AGAINST PROPOSED MERGER WITH ALLIANCE BOOTS AT WALGREEN CO.'S RE: VOTE AGAINST PROPOSED MERGER WITH ALLIANCE BOOTS AT WALGREEN CO.'S (NYSE: WAG) SPECIAL MEETING ON DECEMBER 29, 2014. December 17, 2014 Dear Walgreen Co. Shareholder: We are urging Walgreen shareholders to vote against the unnecessary, overvalued and risky acquisition of Alliance Boots at the special meeting on December 29. As you are finalizing your decision on how to vote on the merger betwee |
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| December 16, 2014 |
WBA / Walgreens Boots Alliance, Inc. 425 - Merger Prospectus - 425 425 Filed by Walgreens Boots Alliance, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Date: December 15, 2014 Subject Company: Walgreen Co. Commission File No.: 001-00604 Commission File No. for Registration Statement on Form S-4: 333-198768 Wasson’s Weekly The journey continues Pivotal weeks ahead as we |
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| December 11, 2014 |
WBA / Walgreens Boots Alliance, Inc. 425 - Merger Prospectus - 425 425 Filed by Walgreens Boots Alliance, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Date: December 11, 2014 Subject Company: Walgreen Co. Commission File No.: 001-00604 Commission File No. for Registration Statement on Form S-4: 333-198768 December 11, 2014 Dear Walgreens Shareholder: On November 24, 20 |
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| December 10, 2014 |
8-K 1 d836811d8k.htm 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2014 WALGREEN CO. (Exact name of registrant as specified in its charter) Illinois 1-604 36-1924025 (State or other jurisdiction of incorporation) (Commission F |
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| December 10, 2014 |
EX-99.1 Exhibit 99.1 Contact: Michael Polzin http://news.walgreens.com 847-315-2920 @WalgreensNews FOR IMMEDIATE RELEASE facebook.com/Walgreens WALGREENS PRESIDENT AND CEO GREG WASSON ANNOUNCES HE WILL RETIRE FOLLOWING COMPLETION OF MERGER WITH ALLIANCE BOOTS • Upon transaction close, Chairman James Skinner to become Executive Chairman of Walgreens Boots Alliance and Stefano Pessina, Executive Cha |
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| December 10, 2014 |
WAG / 425 - Merger Prospectus - 8-K 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2014 WALGREEN CO. (Exact name of registrant as specified in its charter) Illinois 1-604 36-1924025 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Empl |
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| December 10, 2014 |
EX-99.1 Exhibit 99.1 Contact: Michael Polzin http://news.walgreens.com 847-315-2920 @WalgreensNews FOR IMMEDIATE RELEASE facebook.com/Walgreens WALGREENS PRESIDENT AND CEO GREG WASSON ANNOUNCES HE WILL RETIRE FOLLOWING COMPLETION OF MERGER WITH ALLIANCE BOOTS • Upon transaction close, Chairman James Skinner to become Executive Chairman of Walgreens Boots Alliance and Stefano Pessina, Executive Cha |
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| December 8, 2014 |
WBA / Walgreens Boots Alliance, Inc. 425 - Merger Prospectus - 425 425 1 d834366d425.htm 425 Filed by Walgreens Boots Alliance, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Date: December 8, 2014 Subject Company: Walgreen Co. Commission File No.: 001-00604 Commission File No. for Registration Statement on Form S-4: 333-198768 Wasson’s Weekly An integration update Walgr |
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| December 5, 2014 |
WBA / Walgreens Boots Alliance, Inc. 425 - Merger Prospectus - 425 425 1 d834249d425.htm 425 Filed by Walgreens Boots Alliance, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Date: December 5, 2014 Subject Company: Walgreen Co. Commission File No.: 001-00604 Commission File No. for Registration Statement on Form S-4: 333-198768 December 5, 2014 Dear Walgreens Shareholder |
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| December 3, 2014 |
Walgreens November Sales Increase 4.9 Percent EX-99.1 2 d831795dex991.htm EX-99.1 Exhibit 99.1 Media contact: Jim Graham, 847-315-2925 http://news.walgreens.com Investor contacts: Rick Hans, CFA, 847-315-2385 @WalgreensNews Ashish Kohli, CFA, 847-315-3810 facebook.com/Walgreens FOR IMMEDIATE RELEASE Walgreens November Sales Increase 4.9 Percent DEERFIELD, Ill., Dec. 3, 2014 – Walgreens (NYSE: WAG) (Nasdaq: WAG) had November sales of $6.36 bil |
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| December 3, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 3, 2014 WALGREEN CO. (Exact name of registrant as specified in its charter) Illinois 1-604 36-1924025 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Emplo |
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| December 1, 2014 |
WBA / Walgreens Boots Alliance, Inc. 425 - Merger Prospectus - 425 425 Filed by Walgreens Boots Alliance, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Date: December 1, 2014 Subject Company: Walgreen Co. Commission File No.: 001-00604 Commission File No. for Registration Statement on Form S-4: 333-198768 From Greg Wasson, President and CEO Wasson’s Weekly A values-driv |
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| November 25, 2014 |
WBA / Walgreens Boots Alliance, Inc. 425 - Merger Prospectus - 425 425 Filed by Walgreens Boots Alliance, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Date: November 25, 2014 Subject Company: Walgreen Co. Commission File No.: 001-00604 Commission File No. for Registration Statement on Form S-4: 333-198768 Contact: Michael Polzin 847-315-2920 FOR IMMEDIATE RELEASE http: |
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| November 24, 2014 |
DEFM14A 1 d810278ddefm14a.htm DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary proxy statement ¨ Confidential, For Use of the Commission Only (as |
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| November 20, 2014 |
EX-4.4 Exhibit 4.4 THIS NOTE (THIS “NOTE”) IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE ONLY IN LIMITED CIRCUMSTANCES DESCRIBED IN THE |
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| November 20, 2014 |
EX-4.5 5 d824431dex45.htm EX-4.5 Exhibit 4.5 GUARANTEE AGREEMENT, dated as of November 20, 2014 (as amended from time to time, this “Guarantee Agreement”), made by Walgreen Co., an Illinois corporation (the “Guarantor”), in favor of (a) the Holders of (i) £400,000,000 of 2.875% Notes due 2020, (ii) £300,000,000 of 3.600% Notes due 2025 and (iii) €750,000,000 of 2.125% Notes due 2026 (collectively, |
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| November 20, 2014 |
WAG / 425 - Merger Prospectus - FORM 8-K Form 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2014 WALGREEN CO. (Exact name of registrant as specified in its charter) Illinois 1-604 36-1924025 (State or other jurisdiction of incorporation) (Commission File Number) (IRS |
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| November 20, 2014 |
EX-4.2 Exhibit 4.2 THIS NOTE (THIS “NOTE”) IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE ONLY IN LIMITED CIRCUMSTANCES DESCRIBED IN THE |
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| November 20, 2014 |
EX-4.2 Exhibit 4.2 THIS NOTE (THIS “NOTE”) IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE ONLY IN LIMITED CIRCUMSTANCES DESCRIBED IN THE |
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| November 20, 2014 |
EX-4.4 Exhibit 4.4 THIS NOTE (THIS “NOTE”) IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE ONLY IN LIMITED CIRCUMSTANCES DESCRIBED IN THE |
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| November 20, 2014 |
EX-4.5 Exhibit 4.5 GUARANTEE AGREEMENT, dated as of November 20, 2014 (as amended from time to time, this “Guarantee Agreement”), made by Walgreen Co., an Illinois corporation (the “Guarantor”), in favor of (a) the Holders of (i) £400,000,000 of 2.875% Notes due 2020, (ii) £300,000,000 of 3.600% Notes due 2025 and (iii) €750,000,000 of 2.125% Notes due 2026 (collectively, the “Notes”), in each cas |
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| November 20, 2014 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2014 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission file number 1-6 |
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| November 20, 2014 |
EX-4.3 3 d824431dex43.htm EX-4.3 Exhibit 4.3 THIS NOTE (THIS “NOTE”) IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE ONLY IN LIMITED CIRCU |
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| November 20, 2014 |
Financial Statements and Exhibits, Other Events 8-K 1 d824431d8k.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2014 WALGREEN CO. (Exact name of registrant as specified in its charter) Illinois 1-604 36-1924025 (State or other jurisdiction of incorporation) (Commiss |
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| November 20, 2014 |
WBA / Walgreens Boots Alliance, Inc. 8-A12B - - 8-A12B 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Walgreens Boots Alliance, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 47-1758322 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 108 |
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| November 20, 2014 |
EX-4.3 3 d824431dex43.htm EX-4.3 Exhibit 4.3 THIS NOTE (THIS “NOTE”) IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE ONLY IN LIMITED CIRCU |
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| November 18, 2014 |
EX-4.9 EXHIBIT 4.9 GUARANTEE AGREEMENT, dated as of November 18, 2014 (as amended from time to time, this “Guarantee Agreement”), made by Walgreen Co., an Illinois corporation (the “Guarantor”), in favor of (a) the Holders of (i) $750,000,000 of Floating Rate Notes due 2016, (ii) $750,000,000 of 1.750% Notes due 2017, (iii) $1,250,000,000 of 2.700% Notes due 2019, (iv) $1,250,000,000 of 3.300% Not |
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| November 18, 2014 |
EX-4.5 6 d822945dex45.htm EX-4.5 EXHIBIT 4.5 THIS NOTE (THIS “NOTE”) IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE ONLY IN LIMITED CIRCU |
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| November 18, 2014 |
EX-4.9 10 d822945dex49.htm EX-4.9 EXHIBIT 4.9 GUARANTEE AGREEMENT, dated as of November 18, 2014 (as amended from time to time, this “Guarantee Agreement”), made by Walgreen Co., an Illinois corporation (the “Guarantor”), in favor of (a) the Holders of (i) $750,000,000 of Floating Rate Notes due 2016, (ii) $750,000,000 of 1.750% Notes due 2017, (iii) $1,250,000,000 of 2.700% Notes due 2019, (iv) $ |
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| November 18, 2014 |
EX-4.6 EXHIBIT 4.6 THIS NOTE (THIS “NOTE”) IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE ONLY IN LIMITED CIRCUMSTANCES DESCRIBED IN THE |
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| November 18, 2014 |
EX-4.2 EXHIBIT 4.2 THIS NOTE (THIS “NOTE”) IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE ONLY IN LIMITED CIRCUMSTANCES DESCRIBED IN THE |
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| November 18, 2014 |
EX-4.3 EXHIBIT 4.3 THIS NOTE (THIS “NOTE”) IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE ONLY IN LIMITED CIRCUMSTANCES DESCRIBED IN THE |
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| November 18, 2014 |
WAG / 425 - Merger Prospectus - 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2014 WALGREEN CO. (Exact name of registrant as specified in its charter) Illinois 1-604 36-1924025 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer |
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| November 18, 2014 |
Exhibit 4.1 WALGREENS BOOTS ALLIANCE, INC. as Issuer to WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of November 18, 2014 Debt Securities Reconciliation and tie between Trust Indenture Act of 1939 (the “Trust Indenture Act”) and Indenture Trust Indenture Act Section Indenture Section §310(a)(1) 6.7 (a)(2) 6.7 (a)(5) 6.7 (b) 6.8 §312(a) 7.1 (b) 7.2 (c) 7.2 §313(a) 7.3 (b)(2 |
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| November 18, 2014 |
EX-4.3 EXHIBIT 4.3 THIS NOTE (THIS “NOTE”) IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE ONLY IN LIMITED CIRCUMSTANCES DESCRIBED IN THE |
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| November 18, 2014 |
Financial Statements and Exhibits, Other Events 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2014 WALGREEN CO. (Exact name of registrant as specified in its charter) Illinois 1-604 36-1924025 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Empl |
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| November 18, 2014 |
EX-4.7 EXHIBIT 4.7 THIS NOTE (THIS “NOTE”) IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE ONLY IN LIMITED CIRCUMSTANCES DESCRIBED IN THE |
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| November 18, 2014 |
EX-4.2 3 d822945dex42.htm EX-4.2 EXHIBIT 4.2 THIS NOTE (THIS “NOTE”) IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE ONLY IN LIMITED CIRCU |
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| November 18, 2014 |
EX-4.8 EXHIBIT 4.8 THIS NOTE (THIS “NOTE”) IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE ONLY IN LIMITED CIRCUMSTANCES DESCRIBED IN THE |
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| November 18, 2014 |
EX-4.4 EXHIBIT 4.4 THIS NOTE (THIS “NOTE”) IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE ONLY IN LIMITED CIRCUMSTANCES DESCRIBED IN THE |
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| November 18, 2014 |
EX-4.6 EXHIBIT 4.6 THIS NOTE (THIS “NOTE”) IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE ONLY IN LIMITED CIRCUMSTANCES DESCRIBED IN THE |
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| November 18, 2014 |
EX-4.5 EXHIBIT 4.5 THIS NOTE (THIS “NOTE”) IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE ONLY IN LIMITED CIRCUMSTANCES DESCRIBED IN THE |
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| November 18, 2014 |
EX-4.1 Exhibit 4.1 WALGREENS BOOTS ALLIANCE, INC. as Issuer to WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of November 18, 2014 Debt Securities Reconciliation and tie between Trust Indenture Act of 1939 (the “Trust Indenture Act”) and Indenture Trust Indenture Act Section Indenture Section §310(a)(1) 6.7 (a)(2) 6.7 (a)(5) 6.7 (b) 6.8 §312(a) 7.1 (b) 7.2 (c) 7.2 §313(a) 7. |
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| November 18, 2014 |
EX-4.8 EXHIBIT 4.8 THIS NOTE (THIS “NOTE”) IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE ONLY IN LIMITED CIRCUMSTANCES DESCRIBED IN THE |
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| November 18, 2014 |
EXHIBIT 4.7 THIS NOTE (THIS “NOTE”) IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE ONLY IN LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTU |
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| November 18, 2014 |
EX-4.4 EXHIBIT 4.4 THIS NOTE (THIS “NOTE”) IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE ONLY IN LIMITED CIRCUMSTANCES DESCRIBED IN THE |
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| November 12, 2014 |
8-K 1 d819664d8k.htm COMBO 8K/425 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2014 WALGREEN CO. (Exact name of registrant as specified in its charter) Illinois 1-604 36-1924025 (State or other jurisdiction of incorporation) (Comm |
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| November 12, 2014 |
EX-1.2 Exhibit 1.2 EXECUTION VERSION WALGREENS BOOTS ALLIANCE, INC. €750,000,000 2.125% Notes due 2026 £400,000,000 2.875% Notes due 2020 £300,000,000 3.600% Notes due 2025 Underwriting Agreement November 10, 2014 Goldman, Sachs & Co. Deutsche Bank AG, London Branch Merrill Lynch International HSBC Bank plc J.P. Morgan Securities plc Morgan Stanley & Co. International plc Wells Fargo Securities, L |
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| November 12, 2014 |
424B5 1 d816847d424b5.htm 424B5 Table of Contents CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Aggregate Offering Price per Unit Maximum Aggregate Offering Price (1) Amount of Registration Fee (2) €750,000,000 2.125% Notes due 2026 $934,125,000 99.769% $931,967,171 $108,294.59 Guarantee of €750,000,000 2.125% Notes due |
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| November 12, 2014 |
EX-1.1 2 d819664dex11.htm EX-1.1 Exhibit 1.1 EXECUTION VERSION WALGREENS BOOTS ALLIANCE, INC. $750,000,000 Floating Rate Notes due 2016 $750,000,000 1.750% Notes due 2017 $1,250,000,000 2.700% Notes due 2019 $1,250,000,000 3.300% Notes due 2021 $2,000,000,000 3.800% Notes due 2024 $500,000,000 4.500% Notes due 2034 $1,500,000,000 4.800% Notes due 2044 Underwriting Agreement November 6, 2014 Goldma |
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| November 12, 2014 |
WAG / 425 - Merger Prospectus - COMBO 8K/425 Combo 8K/425 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2014 WALGREEN CO. (Exact name of registrant as specified in its charter) Illinois 1-604 36-1924025 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| November 12, 2014 |
EX-1.1 Exhibit 1.1 EXECUTION VERSION WALGREENS BOOTS ALLIANCE, INC. $750,000,000 Floating Rate Notes due 2016 $750,000,000 1.750% Notes due 2017 $1,250,000,000 2.700% Notes due 2019 $1,250,000,000 3.300% Notes due 2021 $2,000,000,000 3.800% Notes due 2024 $500,000,000 4.500% Notes due 2034 $1,500,000,000 4.800% Notes due 2044 Underwriting Agreement November 6, 2014 Goldman, Sachs & Co. Deutsche Ba |
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| November 12, 2014 |
EX-1.2 3 d819664dex12.htm EX-1.2 Exhibit 1.2 EXECUTION VERSION WALGREENS BOOTS ALLIANCE, INC. €750,000,000 2.125% Notes due 2026 £400,000,000 2.875% Notes due 2020 £300,000,000 3.600% Notes due 2025 Underwriting Agreement November 10, 2014 Goldman, Sachs & Co. Deutsche Bank AG, London Branch Merrill Lynch International HSBC Bank plc J.P. Morgan Securities plc Morgan Stanley & Co. International plc |
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| November 12, 2014 |
EX-10.1 Exhibit 10.1 EXECUTION VERSION TERM LOAN CREDIT AGREEMENT DATED AS OF NOVEMBER 10, 2014 AMONG WALGREEN CO., WALGREENS BOOTS ALLIANCE, INC., THE LENDERS FROM TIME TO TIME PARTIES HERETO, and BANK OF AMERICA, N.A., as Administrative Agent MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, HSBC BANK PLC, DEUTSCHE BANK LUXEMBOURG S.A., GOLDMAN SACHS BANK USA, J.P. MORGAN SECURITIES LLC, MORGA |
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| November 12, 2014 |
EX-10.1 Exhibit 10.1 EXECUTION VERSION TERM LOAN CREDIT AGREEMENT DATED AS OF NOVEMBER 10, 2014 AMONG WALGREEN CO., WALGREENS BOOTS ALLIANCE, INC., THE LENDERS FROM TIME TO TIME PARTIES HERETO, and BANK OF AMERICA, N.A., as Administrative Agent MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, HSBC BANK PLC, DEUTSCHE BANK LUXEMBOURG S.A., GOLDMAN SACHS BANK USA, J.P. MORGAN SECURITIES LLC, MORGA |
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| November 12, 2014 |
Exhibit 10.2 EXECUTION VERSION REVOLVING CREDIT AGREEMENT DATED AS OF NOVEMBER 10, 2014 AMONG WALGREEN CO., WALGREENS BOOTS ALLIANCE, INC., THE LENDERS AND L/C ISSUERS FROM TIME TO TIME PARTIES HERETO, and BANK OF AMERICA, N.A., as Administrative Agent MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, HSBC SECURITIES (USA) INC., DEUTSCHE BANK LUXEMBOURG S.A., GOLDMAN SACHS BANK USA, J.P. MORGAN |
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| November 12, 2014 |
EX-10.2 Exhibit 10.2 EXECUTION VERSION REVOLVING CREDIT AGREEMENT DATED AS OF NOVEMBER 10, 2014 AMONG WALGREEN CO., WALGREENS BOOTS ALLIANCE, INC., THE LENDERS AND L/C ISSUERS FROM TIME TO TIME PARTIES HERETO, and BANK OF AMERICA, N.A., as Administrative Agent MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, HSBC SECURITIES (USA) INC., DEUTSCHE BANK LUXEMBOURG S.A., GOLDMAN SACHS BANK USA, J.P. |
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| November 10, 2014 |
FWP 1 d816847dfwp.htm FWP Issuer Free Writing Prospectus filed pursuant to Rule 433 supplementing the Preliminary Prospectus Supplement dated November 10, 2014 Registration No. 333-198773 Walgreens Boots Alliance, Inc. Pricing Term Sheet 2.125% Notes due 2026 Issuer: Walgreens Boots Alliance, Inc. Security: 2.125% Notes due 2026 Principal Amount: €750,000,000 Maturity: November 20, 2026 Coupon: 2. |
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| November 10, 2014 |
SUBJECT TO COMPLETION, DATED NOVEMBER 10, 2014 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-198773 The information in this preliminary prospectus is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell nor do they seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, D |
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| November 7, 2014 |
424B5 Table of Contents CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Aggregate Offering Price per Unit Maximum Aggregate Offering Price Amount of Registration Fee (1) $750,000,000 Floating Rate Notes $750,000,000 100. |
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| November 7, 2014 |
FWP 1 d816673dfwp.htm FWP Issuer Free Writing Prospectus filed pursuant to Rule 433 supplementing the Preliminary Prospectus Supplement dated November 6, 2014 Registration No. 333-198773 Walgreens Boots Alliance, Inc. Pricing Term Sheet Floating Rate Notes due 2016 Issuer: Walgreens Boots Alliance, Inc. Security: Floating Rate Notes due 2016 Principal Amount: $750,000,000 Maturity: May 18, 2016 Pr |
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| November 6, 2014 |
SUBJECT TO COMPLETION, DATED NOVEMBER 6, 2014 Preliminary Prospectus Supplement Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. |
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| November 3, 2014 |
Financial Statements and Exhibits, Other Events 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2014 WALGREEN CO. (Exact name of registrant as specified in its charter) Illinois 1-604 36-1924025 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Emplo |
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| November 3, 2014 |
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION EX-99.1 EXHIBIT 99.1 UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION The following unaudited pro forma consolidated financial statements and related notes present the historical consolidated balance sheet and statement of earnings of Walgreen Co. (“Walgreens” or the “Company”) adjusted to reflect (i) the completion of the reorganization of Walgreens into a holding company structure (the “Re |
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| November 3, 2014 |
EX-4.2 Exhibit 4.2 WALGREENS BOOTS ALLIANCE, INC. as Issuer to WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of Debt Securities Reconciliation and tie between Trust Indenture Act of 1939 (the “Trust Indenture Act”) and Indenture Trust Indenture Act Section Indenture Section §310(a)(1) 6.7 (a)(2) 6.7 (a)(5) 6.7 (b) 6.8 §312(a) 7.1 (b) 7.2 (c) 7.2 §313(a) 7.3 (b)(2) 7.3 (c) 7 |
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| November 3, 2014 |
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION EXHIBIT 99.1 UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION The following unaudited pro forma consolidated financial statements and related notes present the historical consolidated balance sheet and statement of earnings of Walgreen Co. (“Walgreens” or the “Company”) adjusted to reflect (i) the completion of the reorganization of Walgreens into a holding company structure (the “Reorganiza |
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| November 3, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2014 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission file number 1-604. WALGREEN CO. ( |
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| November 3, 2014 |
POSASR Table of Contents As filed with the Securities and Exchange Commission on November 3, 2014 Registration No. |
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| November 3, 2014 |
WAG / 425 - Merger Prospectus - 8-K 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2014 WALGREEN CO. (Exact name of registrant as specified in its charter) Illinois 1-604 36-1924025 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Emplo |
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| November 3, 2014 |
EX-25.2 Exhibit 25.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2) WELLS FARGO BANK, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) A N |
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| October 20, 2014 |
EXHIBIT 2.3 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this "Agreement"), dated as of October 17, 2014, is made by and among Walgreen Co., an Illinois corporation (the "Company"), Ontario Merger Sub, Inc., an Illinois corporation and indirect wholly owned subsidiary of the Company and direct wholly owned subsidiary of HoldCo ("Merger Sub") (the Company and Merger Sub, when ref |
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| October 20, 2014 |
Amendment to Stock Option Agreements EXHIBIT 10.11 Amendment to Stock Option Agreements This document constitutes an amendment to all outstanding Walgreen Co. stock option agreements (the "Agreements") under the Walgreen Co. Executive Stock Option Plan (the "Stock Option Plan") and the 2013 Omnibus Incentive Plan (the "Omnibus Plan") but only to the extent of the following with respect to each of the Agreements: · An Agreement shall |
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| October 20, 2014 |
WALGREEN CO. MANAGEMENT INCENTIVE PLAN (As amended and restated effective July 1, 2014) EXHIBIT 10.1 WALGREEN CO. MANAGEMENT INCENTIVE PLAN (As amended and restated effective July 1, 2014) 1. Purpose: The purpose of the Walgreen Co. Management Incentive Plan (the "Plan") is to provide special incentive and motivation to eligible employees through annual bonuses. 2. Definitions: Whenever used in the Plan, the following terms shall have the meanings set forth below, unless the context |
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| October 20, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2014 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission file number 1-604. WALGREEN CO. (Exact name of regist |
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| October 20, 2014 |
WALGREEN EXECUTIVE DEFERRED PROFIT-SHARING PLAN AMENDMENT NUMBER TWO EXHIBIT 10.36 WALGREEN EXECUTIVE DEFERRED PROFIT-SHARING PLAN AMENDMENT NUMBER TWO I. Effective January 1, 2015: The first sentence of Section 4.1 of the Plan is deleted and replaced with the following: "A Participant may elect to defer under the Plan by filing a Deferral Election in accordance with Section 4.2." The third sentence of Section 4.1 of the Plan is deleted and replaced with the follow |
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| October 20, 2014 |
As of August 31, 2014 Walgreen Co., (Registrant) had the following subsidiaries: EXHIBIT 21 As of August 31, 2014 Walgreen Co., (Registrant) had the following subsidiaries: NAME STATE OR COUNTRY OF INCORPORATION Smart Insurance Company Arizona Walgreen Arizona Drug Co. Arizona Consolidated Stores, Inc. Arkansas Med-X Corporation Arkansas Pharm-mart Pharmacy of Warren, Inc. Arkansas Rich Mountain Pharmaceutical Services, Inc. Arkansas S&W Pharmacy, Inc. Arkansas Stephen L. LaFr |
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| October 20, 2014 |
EXHIBIT 12 Walgreen Co Computation of Historical Ratios of Earnings to Fixed Charges (a) (in millions, except ratio data) Twelve Months Ended August 31, 2014 2013 2012 2011 2010 Income before income tax provision $ 3,557 $ 3,895 $ 3,376 $ 4,294 $ 3,373 Add: Minority Interests - 5 - - - Fixed charges 1,376 1,383 1,260 1,212 1,100 Amortization of capitalized interest 6 7 6 5 - Less: Equity earnings |
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| October 1, 2014 |
WBA / Walgreens Boots Alliance, Inc. 425 - Merger Prospectus - 425 425 Filed by Walgreens Boots Alliance, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Date: September 30, 2014 Subject Company: Walgreen Co. Commission File No.: 001-00604 Commission File No. for Registration Statement on Form S-4: 333-198768 EDITED TRANSCRIPT WAG - Q4 2014 Walgreen Co Earnings Conferenc |
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| September 30, 2014 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2014 WALGREEN CO. (Exact name of registrant as specified in its charter) Illinois 1-604 36-1924025 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employe |
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| September 30, 2014 |
Walgreen Co. Reports Fiscal 2014 Fourth Quarter and Full-Year Results Exhibit 99.1 Contact: Michael Polzin http://news.walgreens.com 847-315-2920 @WalgreensNews FOR IMMEDIATE RELEASE facebook.com/Walgreens Walgreen Co. Reports Fiscal 2014 Fourth Quarter and Full-Year Results · Adjusted fourth quarter earnings per diluted share increase 1.4 percent to 74 cents · Company reports GAAP fourth-quarter loss of 25 cents per share compared with earnings of 69 cents in last |
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| September 29, 2014 |
WBA / Walgreens Boots Alliance, Inc. 425 - Merger Prospectus - 425 425 1 d795658d425.htm 425 Filed by Walgreens Boots Alliance, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Date: September 29, 2014 Subject Company: Walgreen Co. Commission File No.: 001-00604 Commission File No. for Registration Statement on Form S-4: 333-198768 Wasson’s Weekly A meeting of minds Walgr |
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| September 26, 2014 |
EX-99.2 Exhibit 99.2 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION IN RE WALGREEN CO. DERIVATIVE LITIGATION Lead Case No. 1:13-cv-05471 Hon. Joan H. Lefkow STIPULATION AND AGREEMENT OF SETTLEMENT This Stipulation and Agreement of Settlement (“Stipulation”) of the above-captioned derivative action (the “Action”), is entered into by: (a) Steamfitters Local #449 Retireme |
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| September 26, 2014 |
Financial Statements and Exhibits, Other Events 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2014 WALGREEN CO. (Exact name of registrant as specified in its charter) Illinois 1-604 36-1924025 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Emp |
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| September 26, 2014 |
EX-99.1 Exhibit 99.1 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION IN RE WALGREEN CO. DERIVATIVE LITIGATION Lead Case No. 1:13-cv-05471 Hon. Joan H. Lefkow NOTICE OF PENDENCY AND SETTLEMENT OF SHAREHOLDER DERIVATIVE ACTION TO: ALL HOLDERS OF WALGREEN CO. (“WALGREENS”) COMMON STOCK AS OF SEPTEMBER 11, 2014 AND THEIR RESPECTIVE SUCCESSORS-IN-INTEREST. PLEASE READ THIS N |
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| September 23, 2014 |
WBA / Walgreens Boots Alliance, Inc. 425 - Merger Prospectus - 425 425 Filed by Walgreens Boots Alliance, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Date: September 22, 2014 Subject Company: Walgreen Co. Commission File No.: 001-00604 Commission File No. for Registration Statement on Form S-4: 333-198768 Registration Statement filing + cost reduction Q&A On Sept. 16 |
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| September 19, 2014 |
WBA / Walgreens Boots Alliance, Inc. 425 - Merger Prospectus - 425 425 Filed by Walgreens Boots Alliance, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Date: September 18, 2014 Subject Company: Walgreen Co. Commission File No.: 001-00604 Commission File No. for Registration Statement on Form S-4: 333-198768 On September 16, 2014, Walgreens Boots Alliance, Inc. (“Walgre |
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| September 16, 2014 |
EX-12.1 Exhibit 12.1 Walgreen Co. Computation of Historical Ratios of Earnings to Fixed Charges (a) (in millions, except ratio data) Fiscal Years Ended August 31, Nine Months Ended May 31, 2014 2009 2010 2011 2012 2013 Income before income tax provision $ 3,164 $ 3,373 $ 4,294 $ 3,376 $ 3,895 $ 3,402 Add: Minority interests — — — — 5 42 Fixed charges 996 1,100 1,212 1,260 1,383 1,031 Amortization |
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| September 16, 2014 |
WBA / Walgreens Boots Alliance, Inc. 425 - Merger Prospectus - 425 425 Filed by Walgreens Boots Alliance, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Date: September 16, 2014 Subject Company: Walgreen Co. Commission File No.: 001-00604 Commission File No. for Registration Statement on Form S-4: 333-198768 Contact: Michael Polzin http://news.walgreens.com 847-315-2920 |
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| September 16, 2014 |
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION EX-99.1 2 d787092dex991.htm EX-99.1 Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION The following unaudited condensed pro forma consolidated financial statements and related notes present the historical condensed consolidated balance sheet and statements of earnings of Walgreen Co. (“Walgreens” or the “Company”) adjusted to reflect (i) the completion of the reorganiza |
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| September 16, 2014 |
WAG / 425 - Merger Prospectus - 8-K 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 16, 2014 WALGREEN CO. (Exact name of registrant as specified in its charter) Illinois 1-604 36-1924025 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Emp |
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| September 16, 2014 |
Financial Statements and Exhibits, Other Events 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 16, 2014 WALGREEN CO. (Exact name of registrant as specified in its charter) Illinois 1-604 36-1924025 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Emp |
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| September 16, 2014 |
EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) WELLS FARGO BANK, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) A Na |
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| September 16, 2014 |
EX-4.3 Exhibit 4.3 WALGREEN CO., as Issuer to WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of July 17, 2008 Debt Securities Reconciliation and tie between Trust Indenture Act of 1939 (the “Trust Indenture Act”) and Indenture Trust Indenture Act Section Indenture Section §310(a)(1) 6.7 (a)(2) 6.7 (a)(5) 6.7 (b) 6.8 §312(a) 7,1 (b) 7.2 (c) 7.2 §313(a) 7.3 (b)(2) 7.3 (c) 7.3 |
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| September 16, 2014 |
S-3ASR 1 d786988ds3asr.htm S-3ASR Table of Contents As filed with the Securities and Exchange Commission on September 16, 2014 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WALGREEN CO. (Exact name of registrant as specified in its charter) Illinois 36-1924025 (State or Other Jurisdicti |
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| September 16, 2014 |
WBA / Walgreens Boots Alliance, Inc. 425 - Merger Prospectus - 425 425 Filed by Walgreens Boots Alliance, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Date: September 16, 2014 Subject Company: Walgreen Co. Commission File No.: 001-00604 Commission File No. for Registration Statement on Form S-4: 333-198768 walgreenworld SEP | OCT 2014 Walgreens + Alliance Boots EQUALL |
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| September 16, 2014 |
WBA / Walgreens Boots Alliance, Inc. 425 - Merger Prospectus - 425 425 Filed by Walgreens Boots Alliance, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Date: September 16, 2014 Subject Company: Walgreen Co. Commission File No.: 001-00604 Commission File No. for Registration Statement on Form S-4: 333-198768 FAQs Regarding Registration Statement on Form S-4 Related to W |
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| September 16, 2014 |
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION EX-99.1 Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION The following unaudited condensed pro forma consolidated financial statements and related notes present the historical condensed consolidated balance sheet and statements of earnings of Walgreen Co. (“Walgreens” or the “Company”) adjusted to reflect (i) the completion of the reorganization of Walgreens into a hol |
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| September 8, 2014 |
Form 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2014 WALGREEN CO. (Exact name of registrant as specified in its charter) Illinois 1-604 36-1924025 (State or other jurisdiction of incorporation) (Commission File Number) (IRS |
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| September 8, 2014 |
EX-99.2 3 d785422dex992.htm EX-99.2 Exhibit 99.2 Contact: Michael Polzin http://news.walgreens.com 847-315-2920 @WalgreensNews FOR IMMEDIATE RELEASE facebook.com/Walgreens Walgreens Appoints Barry Rosenstein of JANA Partners LLC to Board of Directors As Company Progresses Toward Alliance Boots Merger Rosenstein to join Walgreens board immediately; second new director to follow DEERFIELD, Ill. Sept |
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| September 8, 2014 |
NOMINATION AND SUPPORT AGREEMENT EX-99.1 Exhibit 99.1 NOMINATION AND SUPPORT AGREEMENT This Nomination and Support Agreement, dated September 5, 2014 (this “Agreement”), is between JANA Partners LLC (“JANA”) and Walgreen Co. (the “Company”). RECITALS WHEREAS, the Company and JANA have engaged in various discussions and communications concerning the Company’s business and other matters; WHEREAS, JANA has informed the Company that |
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| September 4, 2014 |
Walgreens August Sales Increase 3.6 Percent Exhibit 99.1 Media contact: Emily Hartwig, 847-315-3316 http://news.walgreens.com Investor contacts: Rick Hans, CFA, 847-315-2385 @WalgreensNews Ashish Kohli, CFA, 847-315-3810 facebook.com/Walgreens FOR IMMEDIATE RELEASE Walgreens August Sales Increase 3.6 Percent DEERFIELD, Ill., Sept. 4, 2014 – Walgreens (NYSE: WAG) (Nasdaq: WAG) had August sales of $6.39 billion, an increase of 3.6 percent fro |
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| September 4, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Form 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 4, 2014 WALGREEN CO. (Exact name of registrant as specified in its charter) Illinois 1-604 36-1924025 (State or other jurisdiction of incorporation) (Commission File Number) (IRS |
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| September 2, 2014 |
WAG / 425 - Merger Prospectus - 425 425 Filed by Walgreen Co. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Walgreen Co. Commission File No.: 001-00604 Date: September 2, 2014 Wasson’s Weekly New year, much to accomplish Fiscal year 2015 thoughts September 2, 2014 Today is day 2 of a new fiscal year, having ended what likely h |
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| September 2, 2014 |
WAG / 425 - Merger Prospectus - 425 425 Filed by Walgreen Co. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Walgreen Co. Commission File No.: 001-00604 Date: August 29, 2014 AUGUST 2014 Winning worldwide Advancing community pharmacy and elevating the role of pharmacists are keys to going global for the newly created Walgreens |
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| August 12, 2014 |
WAG / 425 - Merger Prospectus - 425 425 Filed by Walgreen Co. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Walgreen Co. Commission File No.: 001-00604 Date: August 11, 2014 Transcript of Walgreen Co. Team Member Town Hall Meeting, dated August 11, 2014: WALGREEN TEAM MEMBER TOWN HALL MEETING REPORT OF PROCEEDINGS Lincolnshire |
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| August 11, 2014 |
WAG / 425 - Merger Prospectus - 425 425 Filed by Walgreen Co. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Walgreen Co. Commission File No.: 001-00604 Date: August 11, 2014 Wasson’s Weekly (August 11, 2014): Wasson’s Weekly Turning the page We have huge opportunities in front of us August 11, 2014 There’s no question we’ve al |
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| August 8, 2014 |
Retirement Agreement and Release for Kermit Crawford EX-10.1 Exhibit 10.1 Retirement Agreement and Release for Kermit Crawford This Retirement Agreement and Release (“Agreement”) is entered into between Kermit Crawford (“”I” or “Employee”) and Walgreen Co., its parents, subsidiaries, affiliated companies, predecessors, successors and assigns (“Walgreens” or the “Company”), describing the application of certain compensation, benefits, and other terms |
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| August 8, 2014 |
WALGREEN CO. 2013 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT EX-10.3 Exhibit 10.3 (ORSU15) WALGREEN CO. 2013 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT These materials, which may include descriptions of company stock plans, prospectuses and other information and documents, and the information they contain, are provided by Walgreen Co., not by Fidelity, and are not an offer or solicitation by Fidelity for the purchase of any securities or f |
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| August 8, 2014 |
CONSULTING SERVICES AGREEMENT WITH KERMIT CRAWFORD EX-10.2 3 d768405dex102.htm EX-10.2 Exhibit 10.2 CONSULTING SERVICES AGREEMENT WITH KERMIT CRAWFORD This CONSULTING SERVICES AGREEMENT (“Agreement”) is entered as of August 5, 2014, by and between Walgreen Co., an Illinois corporation, on behalf of itself and its subsidiaries and affiliates, (“Walgreens”) and Kermit Crawford, an individual residing at [Address] (“Consultant”). WHEREAS, Consultant |
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| August 8, 2014 |
WALGREEN CO. 2013 OMNIBUS INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT EX-10.5 Exhibit 10.5 (O2015) WALGREEN CO. 2013 OMNIBUS INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT These materials, which may include descriptions of company stock plans, prospectuses and other information and documents, and the information they contain, are provided by your company, not by Fidelity, and are not an offer or solicitation by Fidelity for the purchase of any securities or financial i |
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| August 8, 2014 |
WALGREEN CO. 2013 OMNIBUS INCENTIVE PLAN PERFORMANCE SHARE AWARD AGREEMENT EX-10.4 Exhibit 10.4 (OPERF15) WALGREEN CO. 2013 OMNIBUS INCENTIVE PLAN PERFORMANCE SHARE AWARD AGREEMENT These materials, which may include descriptions of company stock plans, prospectuses and other information and documents, and the information they contain, are provided by your company, not by Fidelity, and are not an offer or solicitation by Fidelity for the purchase of any securities or fina |
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| August 8, 2014 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2014 WALGREEN CO. (Exact name of registrant as specified in its charter) Illinois 1-604 36-1924025 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Id |
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| August 7, 2014 |
WAG / 425 - Merger Prospectus - 425 425 Filed by Walgreen Co. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Walgreen Co. Commission File No.: 001-00604 Date: August 7, 2014 Email from Alex Gourlay to Walgreen Co. Employees: Dear team members, Following up on our announcement yesterday about creating a fully combined global ent |
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| August 6, 2014 |
Exhibit 99.2 CORPORATE PARTICIPANTS Rick Hans Walgreen Company - Divisional VP of IR & Finance Greg Wasson Walgreen Company - President & CEO Tim McLevish Walgreen Company - EVP & CFO Stefano Pessina Alliance Boots - Executive Chairman Jason Dubinsky Walgreen Company - Treasurer CONFERENCE CALL PARTICIPANTS John Heinbockel Guggenheim Securities LLC - Analyst Meredith Adler Barclays Capital - Analy |
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| August 6, 2014 |
EX-99.1 Walgreens-Alliance Boots Investor Call August 6, 2014 Exhibit 99.1 Rick Hans, CFA Divisional Vice President, Investor Relations & Finance, Walgreens Questions & Answers Greg Wasson President & Chief Executive Officer, Walgreens Alliance Boots Step 2 Update Global Management Structure Corporate Structure Fiscal Year 2016 Goals Cost Reduction Program Capital Structure Near Term Outlook Long |
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| August 6, 2014 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2014 WALGREEN CO. (Exact name of registrant as specified in its charter) Illinois 1-604 36-1924025 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Id |
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| August 6, 2014 |
EX-2.1 Exhibit 2.1 AMENDMENT NO. 1 TO PURCHASE AND OPTION AGREEMENT AND WALGREEN CO. SHAREHOLDERS AGREEMENT This AMENDMENT NO. 1, dated as of August 5, 2014 (this “Amendment”), to (i) the Purchase and Option Agreement, dated as of June 18, 2012 (the “Purchase Agreement”), is made by and among Walgreen Co., an Illinois corporation (“Buyer”), Alliance Boots GmbH, a private limited liability company |
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| August 6, 2014 |
Walgreens-Alliance Boots Investor Call August 6, 2014 Exhibit 99.1 Rick Hans, CFA Divisional Vice President, Investor Relations & Finance, Walgreens Questions & Answers Greg Wasson President & Chief Executive Officer, Walgreens Alliance Boots Step 2 Update Global Management Structure Corporate Structure Fiscal Year 2016 Goals Cost Reduction Program Capital Structure Near Term Outlook Long Term Opp |
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| August 6, 2014 |
Form 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2014 WALGREEN CO. (Exact name of registrant as specified in its charter) Illinois 1-604 36-1924025 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Em |
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| August 6, 2014 |
WAG / 425 - Merger Prospectus - 425 425 Filed by Walgreen Co. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Walgreen Co. Commission File No.: 001-00604 Date: August 6, 2014 “Walgreens and Alliance Boots to Combine” Factsheet: Walgreens and Alliance Boots to Combine Creating the world’s first global pharmacy-led, health and wel |
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| August 6, 2014 |
AMENDMENT NO. 1 TO PURCHASE AND OPTION AGREEMENT AND WALGREEN CO. SHAREHOLDERS AGREEMENT EX-2.1 2 d771941dex21.htm EX-2.1 Exhibit 2.1 AMENDMENT NO. 1 TO PURCHASE AND OPTION AGREEMENT AND WALGREEN CO. SHAREHOLDERS AGREEMENT This AMENDMENT NO. 1, dated as of August 5, 2014 (this “Amendment”), to (i) the Purchase and Option Agreement, dated as of June 18, 2012 (the “Purchase Agreement”), is made by and among Walgreen Co., an Illinois corporation (“Buyer”), Alliance Boots GmbH, a private |
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| August 6, 2014 |
EX-99.2 Exhibit 99.2 CORPORATE PARTICIPANTS Rick Hans Walgreen Company - Divisional VP of IR & Finance Greg Wasson Walgreen Company - President & CEO Tim McLevish Walgreen Company - EVP & CFO Stefano Pessina Alliance Boots - Executive Chairman Jason Dubinsky Walgreen Company - Treasurer CONFERENCE CALL PARTICIPANTS John Heinbockel Guggenheim Securities LLC - Analyst Meredith Adler Barclays Capital |
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| August 6, 2014 |
EX-99.3 Exhibit 99.3 Contact: Michael Polzin http://news.walgreens.com 847-315-2920 @WalgreensNews FOR IMMEDIATE RELEASE facebook.com/Walgreens Walgreens Board of Directors Exercises Option to Complete Second Step of Strategic Partnership with Alliance Boots and Fully Combine Both Companies, Creating First Global Pharmacy-Led, Health and Wellbeing Enterprise • Walgreens to seek shareholder approva |
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| August 6, 2014 |
EX-99.3 Exhibit 99.3 Contact: Michael Polzin http://news.walgreens.com 847-315-2920 @WalgreensNews FOR IMMEDIATE RELEASE facebook.com/Walgreens Walgreens Board of Directors Exercises Option to Complete Second Step of Strategic Partnership with Alliance Boots and Fully Combine Both Companies, Creating First Global Pharmacy-Led, Health and Wellbeing Enterprise • Walgreens to seek shareholder approva |
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| August 4, 2014 |
TRANSITION AND SEPARATION AGREEMENT EX-10.2 Exhibit 10.2 TRANSITION AND SEPARATION AGREEMENT This Transition and Separation Agreement (the “Agreement”) is entered into this 4th day of August, 2014 by and between Walgreen Co. (the “Company”) and Wade D. Miquelon (“Executive”). WHEREAS, Executive currently serves the Company as its Executive Vice President—Chief Financial Officer and President, International; and WHEREAS, the Company |
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| August 4, 2014 |
EX-10.1 Exhibit 10.1 [Walgreen Co. letterhead] July 29, 2014 Mr. Timothy R. McLevish [Address] Dear Tim: Welcome to Walgreens! We are pleased to offer you the position of Global Chief Financial Officer, reporting to Greg Wasson, President and Chief Executive Officer. We are confident that you will find your employment with Walgreens both challenging and rewarding and we look forward to you joining |
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| August 4, 2014 |
8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2014 WALGREEN CO. (Exact name of registrant as specified in its charter) Illinois 1-604 36-1924025 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer |
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| July 24, 2014 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2014 WALGREEN CO. (Exact name of registrant as specified in its charter) Illinois 1-604 36-1924025 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Ide |
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| July 1, 2014 |
EXHIBIT 12 Ratio of Earnings to Fixed Charges Nine Months Ended Twelve Months Ended, May 31, 2014 August 31, 2013* August 31, 2012 August 31, 2011 August 31, 2010 August 31, 2009 Income before income tax provision $ 3,402 $ 3,895 $ 3,376 $ 4,294 $ 3,373 $ 3,164 Add: Minority Interests 42 5 - - - - Fixed charges 1,031 1,383 1,260 1,212 1,100 996 Amortization of capitalized interest 4 7 6 5 - - Less |
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| July 1, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended May 31, 2014 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-604 WALGREEN CO. (Ex |
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| July 1, 2014 |
FIRST AMENDMENT TO THE WALGREEN CO. 2013 OMNIBUS INCENTIVE PLAN FIRST AMENDMENT TO THE WALGREEN CO. 2013 OMNIBUS INCENTIVE PLAN Effective April 9, 2014, Section 3.08 is amended to read as follows: 3.08 "Change in Control" means (a) except as provided in (b) and (c), for Awards granted on and after the Effective Date, any one or more of the following: (i) any one person, or more than one person acting as a group other than (A) an employee benefit plan (or relat |
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| July 1, 2014 |
Retirement Agreement and Release for Robert Zimmerman Retirement Agreement and Release for Robert Zimmerman This Retirement Agreement and Release ("Agreement") is entered into between Robert Zimmerman ("Bob," "I" or "Employee") and Walgreen Co. |
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| July 1, 2014 |
CONSULTING SERVICES AGREEMENT WITH ROBERT ZIMMERMAN CONSULTING SERVICES AGREEMENT WITH ROBERT ZIMMERMAN This CONSULTING SERVICES AGREEMENT ("Agreement") is entered as of April 29, 2014, by and between Walgreen Co. |
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| June 24, 2014 |
Walgreen Co. Reports Fiscal 2014 Third Quarter Results EX-99.1 Exhibit 99.1 Contact: Michael Polzin http://news.walgreens.com 847-315-2920 @WalgreensNews FOR IMMEDIATE RELEASE facebook.com/Walgreens Walgreen Co. Reports Fiscal 2014 Third Quarter Results • Adjusted third quarter earnings per diluted share increase 7.1 percent to 91 cents, compared with adjusted earnings per diluted share of 85 cents in year-ago quarter; GAAP earnings per diluted share |
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| June 24, 2014 |
8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2014 WALGREEN CO. (Exact name of registrant as specified in its charter) Illinois 1-604 36-1924025 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer |
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| May 15, 2014 |
Financial Statements and Exhibits, Other Events - 8-K 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2014 WALGREEN CO. (Exact name of registrant as specified in its charter) Illinois 1-604 36-1924025 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer |
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| May 15, 2014 |
EX-99.1 Table of Contents Exhibit 99.1 Alliance Boots GmbH Consolidated financial statements for the years ended 31 March 2014, 2013 and 2012 Table of Contents Contents Independent auditors’ report 1 Group income statement 2 Group statement of comprehensive income 2 Group statement of financial position 3 Group statement of changes in equity 4 Group statement of cash flows 6 Notes to the consolida |
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| April 15, 2014 |
EX-99.9 Exhibit 99.9 LIMITED LIABILITY COMPANY AGREEMENT OF WAB HOLDINGS LLC LIMITED LIABILITY COMPANY AGREEMENT OF WAB HOLDINGS LLC Walgreens Pharmacy Strategies, LLC, an Illinois limited liability company (the “Walgreens Party”), and Alliance Boots Luxembourg S.à.r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembo |
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| April 15, 2014 |
ABC / AmerisourceBergen Corp. / Walgreen Co - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. |
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| April 15, 2014 |
EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT JOINT FILING AGREEMENT, dated as of April 14, 2014, by and among (i) WAB Holdings LLC, a Delaware limited liability company (“WAB Holdings”); (ii) Walgreens Pharmacy Strategies, LLC, an Illinois limited liability company (“WPS”); (iii) Bond Drug Company of Illinois, LLC, an Illinois limited liability company (“Bond Drug”); (iv) Walgreen Eastern Co., Inc. |
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| April 15, 2014 |
EX-99.10 Exhibit 99.10 POWER OF ATTORNEY Know all men by these presents that Henry R. Kravis does hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individu |
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| March 27, 2014 |
FIRST AMENDMENT TO THE WALGREEN CO. EXECUTIVE SEVERANCE AND CHANGE IN CONTROL PLAN FIRST AMENDMENT TO THE WALGREEN CO. EXECUTIVE SEVERANCE AND CHANGE IN CONTROL PLAN Effective January 8, 2014, Section 2.10 (Change in Control) is amended to read as follows: 2.10 "Change in Control" means an event an event that meets the conditions for a "change in the ownership of a corporation" or a "change in the effective control of a corporation" within the meaning of Section 409A of the Code |
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| March 27, 2014 |
Mr. Jeffrey Berkowitz Page of Assignment Agreement (the "Agreement") Jeffrey Berkowitz 5 Morningside Drive Livingston, NJ 07039 hereinafter called the "Assignee"; and Walgreen Co. hereinafter called "Walgreens" or the "Home Company" of the Assignee have entered into the following Assignment Agreement (hereinafter called the "Agreement") concerning the terms and conditions of the Assignee's assignm |
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| March 27, 2014 |
Retirement Agreement and Release for Graham Atkinson Retirement Agreement and Release for Graham Atkinson This Retirement Agreement and Release ("Agreement") is entered into between Graham Atkinson ("Graham" or "Employee") and Walgreen Co. |
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| March 27, 2014 |
Ratio of Earnings to Fixed Charges EXHIBIT 12 Ratio of Earnings to Fixed Charges Six Months Ended Twelve Months Ended August 31, February 28, 2014 2013 2012 2011 2010 2009 Income before income tax provision $ 2,287 $ 3,895 $ 3,376 $ 4,294 $ 3,373 $ 3,164 Add: Noncontrolling interests 23 5 - - - - Fixed charges 686 1,383 1,260 1,212 1,100 996 Amortization of capitalized interest 3 7 6 5 - - Less: Capitalized interest (3 ) (7 ) (9 ) |
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| March 27, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended February 28, 2014 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-604 WALGREEN CO |
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| March 25, 2014 |
Walgreen Co. Reports Fiscal 2014 Second Quarter Results EX-99.1 Exhibit 99.1 Media Contact: Michael Polzin, 847-372-3502 http://news.walgreens.com Investor Contacts: Rick Hans, CFA, 847-315-2385 @WalgreensNews Ashish Kohli, CFA, 847-315-3810 facebook.com/Walgreens FOR IMMEDIATE RELEASE Walgreen Co. Reports Fiscal 2014 Second Quarter Results • Company reports adjusted second quarter earnings per diluted share of 91 cents, compared with adjusted earnings |
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| March 25, 2014 |
8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2014 WALGREEN CO. (Exact name of registrant as specified in its charter) Illinois 1-604 36-1924025 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employe |
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| March 7, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2014 WALGREEN CO. (Exact name of registrant as specified in its charter) Illinois 1-604 36-1924025 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Ide |
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| March 7, 2014 |
Walgreens February Sales Increase 5.0 Percent EX-99.1 Exhibit 99.1 Media contact: Jim Graham, 847-315-2925 http://news.walgreens.com Investor contacts: Rick Hans, CFA, 847-315-2385 @WalgreensNews Ashish Kohli, CFA, 847-315-3810 facebook.com/Walgreens FOR IMMEDIATE RELEASE Walgreens February Sales Increase 5.0 Percent DEERFIELD, Ill., March 5, 2014 – Walgreens (NYSE: WAG) (Nasdaq: WAG) had February sales of $6.05 billion, an increase of 5.0 pe |
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| February 28, 2014 |
[Walgreen Co. letterhead]\ Walgreen Co. 108 Wilmot Road Deerfield, Illinois 60015 February 28, 2014 VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Mr. Jim B. Rosenberg, Senior Assistant Chief Accountant Ms. Mary Mast, Senior Staff Accountant Ms. Vanessa Robertson, Staff Accountant RE: Walgreen Co. Form 10-K |
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| February 26, 2014 |
Walgreen Co. 108 Wilmot Road Deerfield, Illinois 60015 February 26, 2014 VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Mr. Jim B. Rosenberg, Senior Assistant Chief Accountant Ms. Mary Mast, Senior Staff Accountant Ms. Vanessa Robertson, Staff Accountant RE: Walgreen Co. Form 10-K for Fiscal Year Ended Augu |
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| February 12, 2014 |
WAG / / VANGUARD GROUP INC Passive Investment walgreenco.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: Walgreen Co Title of Class of Securities: Common Stock CUSIP Number: 931422109 Date of Event Which Requires Filing of this Statement: December 31, 2013 Check the appropriate box to designate |
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| January 14, 2014 |
Submission of Matters to a Vote of Security Holders - 8-K 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2014 Walgreen Co. (Exact name of registrant as specified in its charter) Illinois 1-604 36-1924025 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employ |
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| December 27, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended November 30, 2013 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-604 WALGREEN CO |
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| December 27, 2013 |
Ratio of Earnings to Fixed Charges EXHIBIT 12 Ratio of Earnings to Fixed Charges Three Months Ended Twelve Months Ended November 30, 2013 August 31, 2013 August 31, 2012 August 31, 2011 August 31, 2010 August 31, 2009 Income before income tax provision $ 1,108 $ 3,895 $ 3,376 $ 4,294 $ 3,373 $ 3,164 Add: Noncontrolling interests 9 5 - - - - Fixed charges 347 1,383 1,260 1,212 1,100 996 Amortization of capitalized interest 2 7 6 5 - |
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| December 20, 2013 |
Walgreen Co. Reports Fiscal 2014 First Quarter Results Media Contact: Michael Polzin, 847-315-2920 http://news.walgreens.com Investor Contacts: Rick Hans, CFA, 847-315-2385 @WalgreensNews Ashish Kohli, CFA, 847-315-3810 facebook.com/Walgreens FOR IMMEDIATE RELEASE Walgreen Co. Reports Fiscal 2014 First Quarter Results ● Adjusted first quarter earnings per diluted share increase 24.1 percent to 72 cents, compared with adjusted earnings per diluted shar |
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| December 20, 2013 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2013 WALGREEN CO. (Exact name of registrant as specified in its charter) Illinois 1-604 36-1924025 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer |
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| December 5, 2013 |
Walgreens November Sales Increase 4.1 Percent Exhibit 99.1 Media contact: Jim Graham, 847-315-2925 http://news.walgreens.com Investor contacts: Rick Hans, CFA, 847-315-2385 @WalgreensNews Ashish Kohli, CFA, 847-315-3810 facebook.com/Walgreens FOR IMMEDIATE RELEASE Walgreens November Sales Increase 4.1 Percent DEERFIELD, Ill., Dec. 4, 2013 – Walgreens (NYSE: WAG) (Nasdaq: WAG) had November sales of $6.07 billion, an increase of 4.1 percent fro |
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| December 5, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2013 WALGREEN CO. (Exact name of registrant as specified in its charter) Illinois 1-604 36-1924025 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Emplo |
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| November 25, 2013 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| November 25, 2013 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy S |
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| October 21, 2013 |
Dated 27th September 2013 Secondment agreement between Alliance Boots Management Services Limited and Walgreen co. |
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| October 21, 2013 |
Five-Year Summary of Selected Consolidated Financial Data Walgreen Co. and Subsidiaries (Dollars in Millions, except per share and location amounts) Fiscal Year 2013(1) 2012(1) 2011 2010(4) 2009 Net sales $ 72,217 $ 71,633 $ 72,184 $ 67,420 $ 63,335 Cost of sales 51,098 51,291 51,692 48,444 45,722 Gross Profit 21,119 20,342 20,492 18,976 17,613 Selling, general and administrative expenses 17,543 1 |
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| October 21, 2013 |
As of August 31, 2013 Walgreen Co., (Registrant) had the following subsidiaries: As of August 31, 2013 Walgreen Co., (Registrant) had the following subsidiaries: NAME STATE OR COUNTRY OF INCORPORATION Smart Insurance Company Arizona Walgreen Arizona Drug Co. Arizona Consolidated Stores, Inc. Arkansas Med-X Corporation Arkansas Pharm-mart Pharmacy of Warren, Inc. Arkansas Rich Mountain Pharmaceutical Services, Inc. Arkansas S&W Pharmacy, Inc. Arkansas Stephen L. LaFrance Pharma |
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| October 21, 2013 |
Mr Alex Gourlay 26 September 2013 26 September 2013 PRIVATE & CONFIDENTIAL Mr Alex Gourlay (By e-mail) Dear Alex YOUR SECONDMENT TO WALGREEN CO. |
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| October 21, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2013 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission file number 1-604. WALGREEN CO. (Exact name of regist |
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| October 21, 2013 |
Ratio of Earnings to Fixed Charges Ratio of Earnings to Fixed Charges August 31, 2013 August 31, 2012 August 31, 2011 August 31, 2010 August 31, 2009 Income before income tax provision $ 3,895 $ 3,376 $ 4,294 $ 3,373 $ 3,164 Add: Minority Interests 5 - - - - Fixed charges 1,383 1,260 1,212 1,100 996 Amortization of capitalized interest 7 6 5 - - Less: Capitalized interest (7 ) (9 ) (10 ) (12 ) (16 ) Earnings as defined $ 5,283 $ 4,633 $ 5,501 $ 4,461 $ 4,144 Interest expense, net of capitalized interest $ 193 $ 94 $ 77 $ 90 $ 91 Capitalized interest 7 9 10 12 16 Portions of rentals representative of the interest factor 1,183 1,157 1,125 998 889 Fixed charges as defined $ 1,383 $ 1,260 $ 1,212 $ 1,100 $ 996 Ratio of earnings to fixed charges 3. |
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| October 21, 2013 |
WALGREEN CO. 2013 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT WALGREEN CO. 2013 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT These materials, which may include descriptions of company stock plans, prospectuses and other information and documents, and the information they contain, are provided by Walgreen Co., not by Fidelity, and are not an offer or solicitation by Fidelity for the purchase of any securities or financial instruments. These ma |
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| October 1, 2013 |
Walgreen Co. Reports Fiscal 2013 Fourth Quarter and Full-Year Results Contact: Michael Polzin http://news.walgreens.com 847-315-2920 @WalgreensNews FOR IMMEDIATE RELEASE facebook.com/Walgreens Walgreen Co. Reports Fiscal 2013 Fourth Quarter and Full-Year Results ● Adjusted fourth quarter earnings per diluted share increase 15.9 percent to 73 cents, compared with adjusted earnings per diluted share of 63 cents in year-ago quarter; GAAP earnings per diluted share incr |
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| October 1, 2013 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 1, 2013 WALGREEN CO. (Exact name of registrant as specified in its charter) Illinois 1-604 36-1924025 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer I |
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| September 5, 2013 |
Walgreens August Sales Increase 5.6 Percent EX-99.1 Exhibit 99.1 Media contact: Jim Graham, 847-315-2925 http://news.walgreens.com Investor contacts: Rick Hans, CFA, 847-315-2385 @WalgreensNews Ashish Kohli, CFA, 847-315-3810 facebook.com/Walgreens FOR IMMEDIATE RELEASE Walgreens August Sales Increase 5.6 Percent DEERFIELD, Ill., Sept. 5, 2013 – Walgreens (NYSE: WAG) (Nasdaq: WAG) had August sales of $6.17 billion, an increase of 5.6 percen |
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| September 5, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2013 WALGREEN CO. (Exact name of registrant as specified in its charter) Illinois 1-604 36-1924025 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Empl |
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| June 28, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended May 31, 2013 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-604 WALGREEN CO. (Ex |
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| June 28, 2013 |
Ratio of Earnings to Fixed Charges Ratio of Earnings to Fixed Charges Nine Months Ended Twelve Months Ended 5/31/2013 5/31/2012 8/31/2012 Income before income tax provision $ 2,878 $ 2,827 $ 3,376 Add: Minority Interests (3) - - Fixed charges 992 922 1,260 Amortization of capitalized interest 5 4 6 Less: Capitalized interest (5 ) (7 ) (9 ) Earnings as defined $ 3,867 $ 3,746 $ 4,633 Interest expense, net of capitalized interest $ 110 $ 51 $ 94 Capitalized interest 5 7 9 Portions of rentals representative of the interest factor 877 864 1,157 Fixed charges as defined $ 992 $ 922 $ 1,260 Ratio of earnings to fixed charges 3. |
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| June 25, 2013 |
Walgreen Co. Reports Fiscal 2013 Third Quarter Results Contact: Michael Polzin http://news.walgreens.com 847-315-2920 @WalgreensNews FOR IMMEDIATE RELEASE facebook.com/Walgreens Walgreen Co. Reports Fiscal 2013 Third Quarter Results ● Adjusted third quarter earnings per diluted share increase 18.1 percent to record 85 cents, compared with adjusted earnings per diluted share of 72 cents in year-ago quarter; GAAP earnings per diluted share increase 4.8 |
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| June 25, 2013 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2013 WALGREEN CO. (Exact name of registrant as specified in its charter) Illinois 1-604 36-1924025 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Ide |
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| June 6, 2013 |
Walgreens May Sales Increase 4.3 Percent EX-99.1 Exhibit 99.1 Media contact: Jim Graham, 847-315-2925 http://news.walgreens.com Investor contacts: Rick Hans, CFA, 847-315-2385 @WalgreensNews Ashish Kohli, CFA, 847-315-3810 facebook.com/Walgreens FOR IMMEDIATE RELEASE Walgreens May Sales Increase 4.3 Percent DEERFIELD, Ill., June 5, 2013 – Walgreens (NYSE: WAG) (Nasdaq: WAG) had May sales of $6.22 billion, an increase of 4.3 percent from |
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| June 6, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2013 WALGREEN CO. (Exact name of registrant as specified in its charter) Illinois 1-604 36-1924025 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer |
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| May 15, 2013 |
EX-99.1 3 d537307dex991.htm EX-99.1 Exhibit 99.1 Alliance Boots GmbH Consolidated financial statements for the years ended 31 March 2013 and 2012 Contents Independent auditors’ report 1 Group income statement 2 Group statement of comprehensive income 2 Group statement of financial position 3 Group statement of changes in equity 4 Group statement of cash flows 5 Notes to the consolidated financial |
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| May 15, 2013 |
Financial Statements and Exhibits, Other Events - 8-K 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2013 WALGREEN CO. (Exact name of registrant as specified in its charter) Illinois 1-604 36-1924025 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer |
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| May 7, 2013 |
Walgreens Announces Alliance Boots to Release Year-End Results on May 15 EX-99.1 Exhibit 99.1 Walgreens Announces Alliance Boots to Release Year-End Results on May 15 DEERFIELD, Ill., May 6, 2013 — Walgreen Co. (NYSE: WAG) (Nasdaq: WAG) today announced that Alliance Boots will release its financial results for the year ended March 31, 2013 and publish its annual report on May 15, 2013 at 6 a.m. Eastern daylight time. Both documents will be available through www.allianc |
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| May 7, 2013 |
Regulation FD Disclosure, Financial Statements and Exhibits SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2013 WALGREEN CO. (Exact name of registrant as specified in its charter) Illinois 1-604 36-1924025 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Ident |
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| March 26, 2013 |
[Walgreen Co. letterhead]\ Walgreen Co. 108 Wilmot Road Deerfield, Illinois 60015 March 26, 2013 VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Mr. Jim B. Rosenberg, Senior Assistant Chief Accountant Ms. Lisa Vanjoske, Assistant Chief Accountant Mr. Frank Wyman, Staff Accountant RE: Walgreen Co. Form 10-K f |
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| March 25, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended February 28, 2013 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-604 WALGREEN CO |
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| March 25, 2013 |
Three Months Ended Twelve Months Ended 2/28/2013 2/29/2012 8/31/2012 Income before income tax provision $ 1,860 $ 1,971 $ 3,376 Add: Minority Interests 7 - - Fixed charges 651 614 1,260 Amortization of capitalized interest 3 3 6 Less: Capitalized interest (4 ) (5 ) (9 ) Earnings as defined $ 2,517 $ 2,583 $ 4,633 Interest expense, net of capitalized interest $ 60 $ 34 $ 94 Capitalized interest 4 5 9 Portions of rentals representative of the interest factor 587 575 1,157 Fixed charges as defined $ 651 $ 614 $ 1,260 Ratio of earnings to fixed charges 3. |
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| March 20, 2013 |
EX-10.1 Exhibit 10.1 EXECUTION COPY FRAMEWORK AGREEMENT Dated March 18, 2013 by and among AMERISOURCEBERGEN CORPORATION, WALGREEN CO. and ALLIANCE BOOTS GMBH TABLE OF CONTENTS Page Article I Warrants Issuance; Closing 1.1 Warrants Issuance 2 1.2 Closing 2 1.3 Interpretation 3 Article II Representations and Warranties 2.1 Disclosure 4 2.2 Representations and Warranties of the Company 6 2.3 Represen |
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| March 20, 2013 |
Exhibit 10.2 EXECUTION COPY AMERISOURCEBERGEN SHAREHOLDERS AGREEMENT Dated as of March 18, 2013 TABLE OF CONTENTS Page ARTICLE I GOVERNANCE 2 1.1 Composition of the Board of Directors 2 1.2 Objection to Investor Designee 3 1.3 No Adverse Action; Voting Agreement 4 1.4 Board Committees 5 1.5 Termination of Board Designation Rights 5 1.6 Information Rights 6 ARTICLE II TRANSFERS; STANDSTILL PROVISIO |
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| March 20, 2013 |
EX-10.3 Exhibit 10.3 EXECUTION COPY TRANSACTION RIGHTS AGREEMENT THIS TRANSACTION RIGHTS AGREEMENT (this “Agreement”) is made as of March 18, 2013 by and between Walgreen Co., an Illinois corporation (“Wolf”), Walgreens Pharmacy Strategies, LLC, an Illinois limited liability company and (directly or indirectly) a wholly-owned subsidiary of Wolf (“Wolf Sub”, and together with Wolf, the “Wolf Partie |
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| March 20, 2013 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - 8-K 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2013 WALGREEN CO. (Exact name of registrant as specified in its charter) Illinois 1-604 36-1924025 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employe |
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| March 20, 2013 |
Exhibit 10.4 EXECUTION COPY LIMITED LIABILITY COMPANY AGREEMENT OF WAB HOLDINGS LLC LIMITED LIABILITY COMPANY AGREEMENT OF WAB HOLDINGS LLC Walgreens Pharmacy Strategies, LLC, an Illinois limited liability company (the “Wolf Party”), and Alliance Boots Luxembourg S.à.r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxem |
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| March 19, 2013 |
EX-99.2 EXHIBIT 99.2 WALGREENS AND ALLIANCE BOOTS ANNOUNCE STRATEGIC, LONG-TERM RELATIONSHIP WITH AMERISOURCEBERGEN - Walgreens expands its existing relationship into 10-year agreement with AmerisourceBergen for pharmaceutical distribution - AmerisourceBergen to collaborate with Walgreens and Alliance Boots on global supply chain opportunities - Walgreens and Alliance Boots together to have rights |
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| March 19, 2013 |
8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2013 WALGREEN CO. (Exact name of registrant as specified in its charter) Illinois 1-604 36-1924025 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employe |
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| March 19, 2013 |
Walgreen Co. Reports Fiscal 2013 Second Quarter Results EX-99.1 Exhibit 99.1 Media Contact: Michael Polzin, 847-372-3502 http://news.walgreens.com Investor Contacts: Rick Hans, CFA, 847-315-2385 @WalgreensNews Ashish Kohli, CFA, 847-315-3810 facebook.com/Walgreens FOR IMMEDIATE RELEASE Walgreen Co. Reports Fiscal 2013 Second Quarter Results • Company reports adjusted second quarter earnings per diluted share of 96 cents, compared with adjusted earnings |
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| March 11, 2013 |
Walgreen Co. 108 Wilmot Road Deerfield, Illinois 60015 March 11, 2013 VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Mr. Jim B. Rosenberg, Senior Assistant Chief Accountant Ms. Lisa Vanjoske, Assistant Chief Accountant Mr. Frank Wyman, Staff Accountant RE: Walgreen Co. Form 10-K for Fiscal Year Ended August |
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| March 6, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2013 WALGREEN CO. (Exact name of registrant as specified in its charter) Illinois 1-604 36-1924025 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Emp |
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| March 6, 2013 |
Exhibit 99.1 Media Contact: Jim Graham, 847-315-2925 http://news.walgreens.com Investor Contacts: Rick Hans, CFA, 847-315-2385 @WalgreensNews Ashish Kohli, CFA, 847-315-3810 facebook.com/Walgreens FOR IMMEDIATE RELEASE Walgreens February Sales Decrease 2.2 Percent Excluding 2012 leap day, February sales increase 1.5 percent DEERFIELD, Ill., March. 5, 2013 – Walgreens (NYSE: WAG) (Nasdaq: WAG) had |
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| February 8, 2013 |
8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2013 WALGREEN CO. (Exact name of registrant as specified in its charter) Illinois 1-604 36-1924025 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Emplo |
