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    Walgreens Boots Alliance Inc (WBA)

    Material Definitive Agreement

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    NamePositionExternal RolesShort Bio

    Timothy C. Wentworth

    ExecutiveBoard

    Chief Executive Officer

    Board of Trustees, University of Rochester; Director, Concordance Academy of Leadership; Executive Committee Member, Opera Theatre of St. Louis

    Timothy C. Wentworth was appointed as CEO and a member of the Board of Directors on October 23, 2023. He has nearly three decades of healthcare leadership experience.

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    Beth Leonard

    Executive

    Senior Vice President and Chief Corporate Affairs Officer

    None

    Beth Leonard joined WBA in June 2023 and oversees corporate affairs, including Government Relations, Public Affairs, and Corporate Communications.

    Elizabeth Burger

    Executive

    Executive Vice President and Chief Human Resources Officer

    None

    Elizabeth Burger joined WBA as CHRO in February 2024. She has over 25 years of business experience.

    Lanesha Minnix

    Executive

    Executive Vice President and Global Chief Legal Officer

    None

    Lanesha Minnix has been in her role since April 2024. She previously served as Executive Vice President, General Counsel, and Corporate Secretary for Ecolab Inc..

    Manmohan Mahajan

    Executive

    Executive Vice President and Global Chief Financial Officer

    None

    Manmohan Mahajan joined WBA in 2016 and has held various financial leadership roles. He focuses on increasing cash flow and achieving cost savings.

    Mary Langowski

    Executive

    Executive Vice President and President of U.S. Healthcare

    None

    Mary Langowski leads WBA's U.S. Healthcare segment, focusing on expanding Walgreens' role in healthcare. She joined WBA in February 2024.

    Neal Sample

    Executive

    Executive Vice President and Chief Information Officer

    None

    Neal Sample joined WBA as CIO in October 2023, focusing on improving the digital experience for customers and patients.

    Ornella Barra

    Executive

    Chief Operating Officer, International

    Director at Cencora

    Ornella Barra oversees WBA's businesses outside the United States. She has been with WBA since its inception in December 2014.

    Rick Gates

    Executive

    Senior Vice President and Chief Pharmacy Officer

    NACDS; Innovation Associates, Inc.; Pharmacy Quality Alliance

    Rick Gates has been with Walgreens since 1995 and plays a critical role in advancing Walgreens' pharmacy and specialty pharmacy businesses.

    Tracey Brown

    Executive

    Executive Vice President and President of Walgreens Retail and Chief Customer Officer

    None

    Tracey Brown oversees Walgreens' retail business and consumer experience. She joined WBA in November 2021.

    Bryan C. Hanson

    Board

    Independent Director

    Solventum Corporation

    Bryan C. Hanson joined the WBA Board in October 2022. He has extensive experience in healthcare and technology.

    Ginger L. Graham

    Board

    Lead Independent Director

    Board of Directors of VillageMD

    Ginger L. Graham has been a member of the WBA Board since 2010 and was named Interim CEO in September 2023.

    Inderpal S. Bhandari

    Board

    Independent Director

    The AES Corporation

    Inderpal S. Bhandari was appointed to the WBA Board in September 2022. He brings expertise in technology and data strategy.

    Janice M. Babiak

    Board

    Independent Director

    Bank of Montreal; VillageMD

    Janice M. Babiak has been an independent director at WBA since April 2012. She is the Chair of the Audit Committee.

    John A. Lederer

    Board

    Independent Director

    NextPoint Financial, Inc.; CEO and Executive Chairman of Staples, Inc.; Executive Chairman of Rona Canada

    John A. Lederer has been an independent director at WBA since April 2015. He has extensive experience in retail and healthcare industries.

    Nancy M. Schlichting

    Board

    Independent Director

    Director at Baxter International, Inc.; Director at Encompass Health Corporation; Board Member at Duke University and Duke University Health System

    Nancy M. Schlichting has been an independent director at WBA since October 2006. She is the Chair of the Compensation and Leadership Performance Committee.

    Robert L. Huffines

    Board

    Independent Director

    Nextech Invest; Eikon Therapeutics; Hastings Center for Biomedical Ethics

    Robert L. Huffines joined the WBA Board in January 2024. He has over 30 years of experience in advising healthcare companies.

    Stefano Pessina

    Board

    Executive Chairman of the Board

    Board memberships in several privately held companies

    Stefano Pessina has been a director at WBA since April 2012 and has served as Executive Chairman since March 2021. He has significant experience in mergers and acquisitions, which has been critical to WBA's growth and transformation.

    Thomas E. Polen

    Board

    Independent Director

    Chairman and CEO of Becton, Dickinson and Company; Board Member at AdvaMed, Hackensack Meridian Health Center for Discovery and Innovation

    Thomas E. Polen was appointed to the WBA Board in July 2023. He has significant expertise in healthcare solutions and technologies.

    Valerie B. Jarrett

    Board

    Independent Director

    CEO of The Barack Obama Foundation; Board Member at Ralph Lauren Corporation, Sweetgreen, Inc., Ariel Investments, LLC, Help at Home

    Valerie B. Jarrett has been an independent director at WBA since October 2020. She is recognized for her expertise in governmental and public policy matters.

    William H. Shrank

    Board

    Independent Director

    Venture Partner at Andreessen Horowitz; Board Member at WW International, Inc.

    William H. Shrank was appointed to the WBA Board in September 2024. He brings a wealth of healthcare expertise and strategic insight.

    1. Given your plan to close approximately 1,200 stores over the next three years, how do you anticipate this will impact your market share and what specific strategies are in place to retain customers from these underperforming locations?

    2. You mentioned the need to stabilize pharmacy margins and address reimbursement pressures; can you elaborate on the concrete steps you're taking to negotiate better terms with PBMs and how confident you are in achieving sustainable reimbursement rates?

    3. With the reorientation to a retail pharmacy-led model and investments planned for higher-performing stores, how will you differentiate Walgreens from competitors who have already invested in similar capabilities, and what is your timeline for closing this competitive gap?

    4. Considering the ongoing challenges with consumer price sensitivity and declining retail sales, especially in non-essential categories, what specific initiatives are you implementing to drive retail growth and improve gross margins without relying solely on cost-cutting measures?

    5. Regarding your intention to monetize non-core assets like VillageMD to strengthen your balance sheet, how will this divestiture affect your long-term healthcare strategy, and what are the potential risks to your growth prospects in the U.S. Healthcare segment?

    Program DetailsProgram 1
    Approval DateJune 2018
    End Date/DurationNo specified expiration date
    Total additional amount$10.0 billion
    Remaining authorization$2.0 billion as of August 31, 2024
    DetailsThe program aims to offset anticipated dilution from equity incentive plans. It was suspended in July 2020, but there is no specified expiration date, and the company may continue repurchases.
    YearAmount Due [Billions]Debt TypeInterest Rate [%]% of Total Debt
    20250.446Short-term debtN/A5.5% = (0.446 / 8.1) * 100
    20252.4Operating lease obligationsN/A29.6% = (2.4 / 8.1) * 100
    20250.091Finance lease obligationsN/A1.1% = (0.091 / 8.1) * 100
    20262.8Long-term debt2.12534.6% = (2.8 / 8.1) * 100
    20271.8Long-term debtN/A22.2% = (1.8 / 8.1) * 100
    NameStart DateEnd DateReason for Change
    Deloitte & Touche LLP2002 PresentCurrent auditor

    Notable M&A activity and strategic investments in the past 3 years.

    CompanyYearDetails

    Starling MSO Holdings, LLC

    2024

    The acquisition closed on March 3, 2023 with a total consideration of $284 million—comprising $222 million in cash and $62 million in VillageMD equity—and its purchase price allocation in fiscal 2024 recognized $103 million in goodwill and $128 million in intangible assets.

    Summit Health‑CityMD

    2023

    Completed on January 3, 2023, this acquisition involved an aggregate consideration of $7.0 billion (including $4.85 billion in cash, $2.05 billion in Preferred Units, and an additional $100 million deferred cash payment), repaid $1.9 billion in net debt, and is projected to deliver $150 million in pre-tax run‑rate synergies.

    CareCentrix

    2023

    Completed in two stages, with WBA acquiring the remaining 45% interest for $378 million on March 31, 2023 following an initial acquisition of 55% for $339 million in 2022, thereby consolidating CareCentrix into WBA’s U.S. Healthcare segment and strengthening its position in the post‑acute and home care management market.

    Shields Health Solutions

    2022

    WBA acquired the remaining 30% equity interest for approximately $1.37 billion in cash in 2022 (with the transaction expected to close by Q2 fiscal 2023), aiming to complete its full ownership of Shields to enhance its specialty pharmacy capabilities and expand its consumer‑centric healthcare strategy.

    Recent developments and announcements about WBA.

    Earnings

    • New Earnings (Q1 2025)

      ·
      Jan 25, 2025, 1:04 AM

      WBA’s Healthcare segment soared in Q1, with Shields driving strong profit growth and MFCs now covering 4,500+ stores. Front-end retail declined due to pressured spending. Store closures (70 of 500) aim at $100M in annual OI, but reimbursement challenges persist.

      View full earnings summary →

    8-K Filings

    • 8-K Filing

      ·
      Feb 19, 2025, 9:34 PM
      Financial Exhibits
      Material Definitive Agreement

      Walgreens Boots Alliance filed an 8-K on March 6, 2025. The report outlines its solicitation of material offers under SEC rules, conditional debt tender offers, and steps to refinance liabilities – including potential commitments exceeding $300M.

      View full 8-K filing →

    Press Releases

    • Press Release

      ·
      Feb 12, 2025, 1:49 AM

      Walgreens Boots Alliance faces a class action alleging securities fraud tied to prescription revenue and regulatory breaches. Losses incurred between Apr 2, 2020 and Jan 16, 2025. Investors have until Mar 31, 2025 to consider lead plaintiff status.

      View full press release →