JUNE 19, Creating The First Global Pharmacy-Led Health & Wellbeing Enterprise

Transcription

1 JUNE 19, 2012 Creating The First Global Pharmacy-Led Health & Wellbeing Enterprise

2 JUNE 19, 2012 Creating The First Global Pharmacy-Led Health & Wellbeing Enterprise

3 FORWARD-LOOKING STATEMENT SAFE HARBOR Statements in these materials and the accompanying presentation that are not historical are forward-looking statements made based on current market, business and regulatory expectations and involve risks, uncertainties and assumptions that could cause actual results to vary materially. Except to the extent required by the law, we undertake no obligation to update publicly any forward-looking statement after this presentation, whether as a result of new information, future events, changes in assumptions or otherwise. Please see the Cautionary Note regarding Forwarding-Looking Statements on the attached Appendix and our latest Form 10-K and 10-Q for a discussion of risk factors as they relate to forward-looking statements. Today s presentation includes certain non-gaap financial measures. Please refer to the Appendix for reconciliations to the most comparable GAAP measure and related information. The Appendix also includes certain definitions and assumptions used in today s presentation. 3

4 GREG WASSON WALGREENS PRESIDENT & CHIEF EXECUTIVE OFFICER

5 UNMATCHED GLOBAL PLATFORM NOW AND INTO THE FUTURE World Leader in Pharmacy-Led Health & Wellbeing Largest Global Pharmaceutical Wholesale and Distribution Network Broad Portfolio of Trusted Iconic Brands 5

6 AGENDA Vision, Strategy & Structure Alliance Boots Greg Wasson, Walgreens President and CEO Stefano Pessina, Alliance Boots Executive Chairman George Fairweather, Alliance Boots Group Finance Director Shareholder Value Creation & Financial Highlights Wade Miquelon, Walgreens Executive Vice President and CFO 6

7 COMPELLING STRATEGIC RATIONALE 1 2 COMPLEMENTARY CAPABILITIES & ASSETS 3 4 REVENUE & PROFIT POOL DIVERSIFICATION SUBSTANTIAL SYNERGY POTENTIAL Procurement Prescription drugs Branded goods Private brands Indirect spend Revenue Enhancing Beauty Own brands Wellness solutions Best & Next Practices Store formats Loyalty E-commerce Prevention & adherence Pharmacy PLATFORM FOR FUTURE GROWTH Walgreens Today Combined Vision US Pharmacy: Health & Daily Living Global Pharmacy: Health & Wellbeing Global Wholesale & Distribution 7

8 COMPLEMENTS AND ACCELERATES WALGREENS CORE STRATEGIES Continuous Improvement & Innovation Health & Daily Living Destination Expand New Markets & Channels Advance the Role of Community Pharmacy Employee Engagement to Enhance the Customer Experience 8

9 PLANNED TRANSACTION STRUCTURE Step Step 1 Walgreens to purchase 45% of Alliance Boots equity Option to purchase remaining 55% of Alliance Boots equity 2 Exercise option to acquire remaining 55% of Alliance Boots equity Exercisable during six month period beginning 2.5 years after Step One close Walgreens assumes Alliance Boots thenoutstanding net debt Step 1 Step 2 Total Cash $4.0 B **$4.9 B $8.9 B Walgreens Shares Issued Transaction Summary ~83.4 M ~144.3 M ~227.7M **Assumes a FX rate of $1.55 per Pounds Sterling. To be paid in 3.1 B Pounds Sterling Subject to adjustment if Walgreens share price below $31.18 at time of exercise Two-Step Transaction: Optimal balance of strong financial returns while mitigating risk Enables significant synergies and value creation potential Ensures Alliance Boots and Walgreens continued solid execution on current business Enables thoughtful planning of combined future global enterprise Subject to change in certain circumstances. Forward-Looking Statements See cautionary note in attached Appendix 9

10 A FOUNDATION OF WORLD CLASS TALENT AND ASSETS.com.com 10

11 STEFANO PESSINA ALLIANCE BOOTS EXECUTIVE CHAIRMAN

12 ALLIANCE BOOTS: OVER A CENTURY OF ACHIEVEMENT Product of many years of organic growth and building value through mergers, acquisitions, partnerships and alliances, inside and outside the business at the forefront of industry progression Consistently strong growth 88% growth in trading profit * in the last five years; highly cash generative businesses Focus on high standards of customer care and service for all stakeholders, including: consumers and patients, independent pharmacies, pharmaceutical manufacturers, suppliers, governments and our own people 1849: First Boots store opened 1938: UniChem founded (UK) 1991: Creation of Alliance Santé: merger of Alleanza Salute Italia, ERPI and IFP 2006: Creation of Alliance Boots: merger of Alliance UniChem with Boots 2008: Joint venture in China with GP Corp 2010: Acquisitions of Hedef Alliance and ANZAG 1851: Creation of Maison Thomas (wholesale, France) 1977: Alleanza Farmaceutica founded 1998: Creation of Alliance UniChem: merger of Alliance Santé with UniChem 2007: Alliance Boots acquired by AB Acquisitions 2009: Merger of Boots Opticians with D&A * Including share of trading profit of associates and joint ventures. See definition in appendix for trading profit. 12

13 WALGREENS AND ALLIANCE BOOTS: A NATURAL FIT Strong heritage dating back over 100 years Complementary geographic footprints Creates significant and sustainable industrial value Commitment to further growth and development 13

14 THE FIRST GLOBAL PHARMACY-LED HEALTH AND WELLBEING LEADER Each business will continue to excel at what it does best - grow core businesses in existing markets, focus on service, innovation and value creation Companies will draw support from each other to accelerate growth - synergies, expertise, shared sales channels Together we will lead the global effort to make quality healthcare more affordable and accessible to the communities we serve The combined business creates new opportunities - attract new partners in new markets, new opportunities in existing markets, fundamentally new model changes relationship with industry 14

15 LEADING THE INDUSTRY INTO THE FUTURE Together, Walgreens & Alliance Boots will be: At the forefront of the current structural changes in global healthcare The health & wellbeing partner of choice for customers, suppliers, employees and pharmacists Focused on investing for the future from a platform of sustainable global strength Leading the evolution of global healthcare Capturing growth across all markets Changing the industry shaping it for the future Delivering benefits for everyone patients, partners, payers, people 15

16 GEORGE FAIRWEATHER ALLIANCE BOOTS GROUP FINANCE DIRECTOR

17 LEADING INTERNATIONAL PHARMACY-LED HEALTH & BEAUTY GROUP WORLD CLASS CAPABILITIES AND A PRESENCE IN MORE THAN 25 * COUNTRIES PHARMACY-LED, HEALTH & BEAUTY RETAILING 3,330 * + health & beauty retail stores, ~3,200 * of which have a pharmacy 260 * + million prescriptions dispensed annually PHARMACEUTICAL WHOLESALING & DISTRIBUTION Operating 370 * + pharmaceutical wholesale distribution centers Delivering 4.5 * + billion units per annum to more than 170,000 * pharmacies, doctors, health centers and hospitals PRODUCT BRANDS Highly regarded and innovative product brands including No7, Soltan, Botanics and Boots Laboratories Continued internationalisation via sales to independent pharmacies, retail partners, distributors and online * Figures are approximations as of March 31, 2012 and include associates and joint ventures 17

18 ALLIANCE BOOTS: A STRONG TRACK RECORD OF PROFITABLE GROWTH A strong track record of organic and M&A growth, driven by a consistent focus on customer service, innovation and international expansion Strong performance since group creation six years ago and subsequent privatization Consistent double-digit profit growth and strong cash generation Trading profit * growth Cash generated from operations % in the last 5 years 1, ,176 1,300 Exceeded 1 billion in each of the last 5 years 1,601 1,309 1,152 1,130 1,045 06/07** 07/08** 08/09 09/10 10/11 11/12 ( million) *Including share of trading profit of associates and joint ventures (including Galenica) See definition in appendix for trading profit **Pro Forma Figures for the year ended March 31, /08** 08/09 09/10 10/11 11/12 ( million) **Pro Forma 18

19 ALLIANCE BOOTS: BALANCED REVENUE AND PROFIT GENERATION ALLIANCE BOOTS REVENUE * ALLIANCE BOOTS TRADING PROFIT * Share of associates and joint ventures 9% 25.4 B 1.3 B Health & Beauty 28% Share of associates and joint ventures 8% Health & Beauty 61% Pharmaceutical Wholesale 63% Pharmaceutical Wholesale 31% Does not include Contract Manufacturing revenue and Intra-Group revenue Does not include Contract Manufacturing and Corporate Costs * Figures for the year ended March 31, 2012, including Galenica 19

20 HEALTH & BEAUTY DIVISION European market leader in pharmacy with stores in the UK, Norway, the Republic of Ireland, The Netherlands and Lithuania Boots Opticians - ~625 practices in the UK, including franchises UK market leader in pharmacy and health and beauty categories Growing presence in Asia (Thailand) and via franchising (Gulf) Further internationalization opportunities via own product brands Health & Beauty UK 11/12 Revenue 6,706 million Health & Beauty International 11/12 Revenue 965 million Lifestyle 15% Optical 5% Dispensing & Related Income 35% The Netherlands 17% Thailand 9% Other 7% Norway 43% Beauty & Toiletries 32% Retail Health 13% Republic of Ireland 24% Figures for the year ended March 31,

21 PHARMACEUTICAL WHOLESALE DIVISION Number one pharmaceutical wholesaler in Europe Provides high core service levels to pharmacies in terms of frequency of delivery, product availability, delivery accuracy and reliability Offers innovative added value services to support independent pharmacists and develop their businesses including membership of the Alphega Pharmacy network across Europe Provides pharmaceutical manufacturers with a range of services, including prewholesale and contract logistics, specialized medicines delivery and home healthcare Increasing presence in emerging markets including Turkey, Egypt and through a joint venture in China 8,393 Pharmaceutical Wholesale Revenue 13,154 10,626 9,746 16,828 Spain 7% Other ** 16% Revenue * by country 11/12 revenue 16,828 million France 27% 07/08* 08/09 09/10 10/11 11/12 *Pro Forma ( million) Turkey 10% UK 18% Germany 22% *Figures for the year ended March 31, 2012 **Others include: Egypt, Czech Republic, Norway, Romania, Lithuania, The Netherlands 21

22 LEADING PRODUCT BRANDS UK's leading skincare brand Launched in 1935 Internationally acclaimed anti ageing beauty serums Renowned range of cosmetics Sold in Target stores and online and Ulta throughout the US and on websites Contains plant extracts Launched in 1995 Developed with Royal Botanic Gardens at Kew Widest range of healthcare products in the UK Launched in 2010 Innovative product development Developed for independent pharmacists Launched in France in 2008 Sold in five countries, including Spain, Italy and Germany in collaboration with Procter & Gamble One of the leading suncare brands in the UK Launched in 1939 Exclusive range of generic medicines Sold in five countries across Europe 22

23 WADE MIQUELON WALGREENS EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER

24 TRANSACTION TERMS TERMS STEP ONE STEP TWO (Option Exercise) STRUCTURE CONSIDERATION FINANCING Purchase 45% of Alliance Boots equity, excluding the benefit of minority ownership interest in Galenica Receive call option to acquire remaining 55% of Alliance Boots ~60% cash, ~40% Walgreens equity Cash fixed at $4.0 B Shares fixed at 83.4M ~$3.5 B of short & intermediate-term debt ~$0.5 B cash 55% buyout investment, excluding the benefit of minority ownership interest in Galenica 3.1 B Pounds Sterling Shares fixed at M Walgreens assumes outstanding Alliance Boots net debt Consideration and mix subject to adjustment in certain circumstances Cash portion to be debt financed subject to cash available and delivered in Pounds Sterling TIMING Expected to close by September 1, 2012 Option exercisable during the 6 month period beginning 2.5 years after Step One closing CONDITIONS Subject to regulatory approvals Subject to Walgreens shareholder approval Subject to regulatory approvals Investment in Alliance Boots will be reduced from 45% to 42% for nominal consideration if the option is not exercised in certain circumstances GOVERNANCE Stefano Pessina and a KKR Alliance Boots director will join the Walgreens Board 4 Walgreens members to join Alliance Boots Board Walgreens has negative protective rights Walgreens and Alliance Boots will be combined in accordance with shared vision 24

25 GAME-CHANGING SCALE AND CAPABILITIES Pharmacy-led Health & Wellbeing Industry COMBINED Prescription Drug Purchasing Largest global purchaser of prescription drugs Daily Living Purchasing Combined presence of over 11,000* iconic and trusted retail stores in 12 countries Indirect Spend ~$7 billion of combined indirect spend or goods not for resale (GNFRS) Beauty Offerings Best retail portfolio of own product beauty brands to be expanded in US and beyond. Strong retail footprint and significant UK based R&D capabilities. Private Brand Combined portfolio of brands and products offers significant expansion opportunity and purchasing volume. *Including associates and joint ventures 25

26 GAME-CHANGING SCALE AND CAPABILITIES Pharmacy-led Health & Wellbeing Industry COMBINED Innovative Store Format Innovative and customized health & beauty centric locations Expansion of Well Experience, flagship, and other profitable and relevant formats Loyalty Alliance Boots has world class loyalty program that can be leveraged globally Walgreens plans a full rollout loyalty program September 2012 Healthcare Services Prevention & Adherence Expansion potential for Alliance Boots services including weight management, eye clinics, and smoking prevention Continued expansion of retail, work-site, and hospital formats. Expansion and program development of vaccinations, screenings, diagnostic and other preventative services E-Commerce Global e-commerce capabilities uniquely linking clicks with bricks to become the multi-channel leader in health and wellbeing. 26

27 CREATING VALUE THROUGH SYNERGIES BASELINE SYNERGIES REPRESENT ONLY 1% OF COMBINED PHARMACY AND GENERAL MERCHANDISE COST OF GOODS SOLD BY 2016* Combined synergies expected to reach $1 B in year 4 * SYNERGY OPPORTUNITIES Procurement Prescription drugs Branded goods Private brands Indirect spend Revenue Enhancing Beauty Wellness Solutions Own Brands Best Practice Sharing Store format Loyalty E-commerce Prevention & Adherence Pharmacy $ in Billions Expected combined synergies of $100 M - $150 M in year 1 * Call Option Window Year 1 Year 2 Year 3 Year 4 * Forward-Looking Statements See cautionary note in attached Appendix. 27

28 WALGREENS YEAR ONE FINANCIAL IMPACTS *Expected FY 2013 Accretion of $.23 - $.27 per diluted share Expected Accretion Details 1. FY 2013 EPS accretion estimate assumes no further share repurchases (858.5 M basic shares outstanding at May 31, 2012) 2. Pro-forma net income adjusted for interest from $3.5 B investment financing, Walgreens share of synergies, and equity method income from 45% investment in Alliance Boots 3. Gives effect to the issuance of 83.4M shares to Alliance Boots shareholders in step one Assumptions Combined synergies of $100 M - $150 M in year one Excludes one-time transaction-related costs Assumes August 31, 2012 close Figures assume constant currency *45% periodic Alliance Boots income available to equity holders is subject to GAAP adjustments, foreign exchange translations, and basis difference amortization * Forward-Looking Statements See cautionary note in attached Appendix. 28

29 COMBINED ORGANIZATION LONG-TERM FINANCIAL GOALS FY 2016 Goals* Revenue LIFO EBIT LIFO Provision & Transaction Amortization Synergies Operating Cash Flow Net Debt (excludes lease obligations) Projected Shares Outstanding >$130 Billion $8.5-9 Billion ~$0.5 Billion $1 Billion ~$7 Billion ~$11 Billion** ~1.1 Billion shares*** Target Dividend Payout Ratio 30-35% Estimated Pro forma IRR >20% *All figures assume constant currency and exercise of option **Net debt defined as balance sheet debt less cash ***Projected shares outstanding assumes no share repurchase Forward-Looking Statements See cautionary note in attached Appendix. 29

30 MEANINGFUL REVENUE GROWTH AND DIVERSIFICATION BENEFITS Revenue diversified across geographies Revenue diversified across multiple businesses Revenue growth platform for new and expanded markets, channels and products Walgreens Trailing Four Quarters * FY 2016 Organic Goal ** US Pharmacy US Daily Living (Front End) Global Wholesale International Pharmacy & Daily Living (Front End) Total Revenue ~$73 Billion Total Revenue *Figures ending May 31, 2012 >$130 Billion ** US Daily Living (Front End) US Pharmacy ** Forward-Looking Statements See cautionary note in attached Appendix. 30

31 MEANINGFUL PROFIT DIVERSIFICATION AND GROWTH BENEFITS Profit diversified across geographies including, US, Europe and key emerging markets Profit diversified across multiple businesses Profitable expansion opportunities in domestic front end, wholesaling, and international pharmacy, health & beauty Walgreens Trailing Four Quarters* FY 2016 Organic Goal US Pharmacy Adjusted LIFO EBIT ~$3.7 B (LIFO EBIT ~4.1 B) US Daily Living (Front End) *Figures ending May 31, 2012 **Adjusted LIFO EBIT excludes sale of WHI of $434 M International Pharmacy & Front End Global Wholesale LIFO EBIT $8.5-9 Billion US Daily Living (Front End) US Pharmacy Forward-Looking Statements See cautionary note in attached Appendix. 31

32 WALGREENS CAPITAL ALLOCATION POLICY Return Cash to Shareholders Reinvest in Core Strategies Maintain Strong Balance Sheet and Financial Flexibility Invest in Strategic Opportunities 32

33 WALGREENS AND ALLIANCE BOOTS: CREATING THE FUTURE TOGETHER Creating the First Global Pharmacy-led Health and Wellbeing Enterprise Thoughtful Execution 33

34 Q&A Creating the First Global Pharmacy-led Health and Wellbeing Enterprise Thoughtful Execution 34

35 APPENDIX

36 CERTAIN DEFINITIONS & ASSUMPTIONS CERTAIN ASSUMPTIONS: Unless the context otherwise indicates or requires: This presentation assumes constant currency exchange rates after the date hereof based on current rates; References to the combined company assume that Walgreens has elected to exercise its option in Step 2 during the period it has the right to do so; Financial data regarding Alliance Boots has been derived from financial statements prepared in accordance with IFRS (not US GAAP); and Galenica reported ~3.2 B CHF (~2.2 B Pounds Sterling) for Sales & ~255.6 M CHF (~175.5 M Pounds Sterling) for net profit. Assuming exchange rate of Pounds Sterling per CHF. Alliance Boots 25.5% associate interest in Galenica is reflected in its financial statements but is not part of this transaction. Financial goals assume no major mergers and acquisitions and other strategic transactions Trading Profit - Profit from operations before amortization of customer relationships and brands, exceptional items and share of posttax earnings of associates and joint ventures Alliance Boots Pro Forma Information - Alliance Boots plc was acquired on 26 June To assist in understanding the performance of the Group, pro forma financial information is set out above to show the results from continuing operations of the Group for the year ended 31 March 2008 as if the acquisition of Alliance Boots plc in June 2007 had taken place prior to 31 March Alliance Boots plc was created on 31 July 2006 through the merger of Alliance UniChem Plc and Boots Group PLC. The percentage increase in trading profits over the last five years is calculated using pro forma financial information for 2006/07 as if the two former groups had always been combined. All descriptions of the agreement and the transactions contemplated thereby are qualified in their entirety by reference to the full text of the agreements, copies of which will be filed with the SEC on a Form 8-K 36

37 YEAR ONE EXPECTED FINANCIAL STATEMENT IMPACT EQUITY METHOD ACCOUNTING INCOME STATEMENT Walgreens Equity Investment Accretion Year 1 Impact* Cash Impact Explanation ~45% of Alliance Boots income available to equity holders No immediate impact to Walgreens Cash remains in Alliance Boots business Walgreens will increase its net income by its 45% proportionate share of Alliance Boots periodic income available to equity holders, excluding Galenica and subject to GAAP adjustments, foreign exchange translations, and basis difference amortization. Walgreens Core Accretion Walgreens share of $100 - $150 M combined synergies Available to Walgreens Synergies expected to improve Walgreens core business Interest Expense Calculated from $3.5 Billion principal debt financing Cash outflow Interest expense increases due to ~$3.5 Billion principal debt financing Tax Impact Tax rate expected to decrease Cash outflow as tax expense is increased due to increase in net income attributable to synergies Alliance Boots tax rate is lower than Walgreens U.S. tax rate effectively lowering Walgreens expected effective tax rate Total EPS $.23 - $.27 EPS accretion Positive year one cash flows Include core synergies and equity investment accretion *Excludes one time costs associated with transaction Forward-Looking Statements See cautionary note in attached Appendix 37

38 YEAR ONE EXPECTED FINANCIAL STATEMENT IMPACT EQUITY METHOD ACCOUNTING BALANCE SHEET Year 1 Impact* Explanation Assets Liabilities Equity ~$6.6 Billion in assets (500 M financed with cash) +~45% of Alliance Boots periodic income available to equity holders, excluding Galenica and subject to GAAP adjustments, foreign exchange translations, and basis difference amortization ~$3.5 Billion short-term and intermediate-term debt ~$2.7 Billion in equity from Walgreens share issuance +~45% of Alliance Boots periodic income available to equity holders, excluding Galenica, and subject to GAAP adjustments, foreign exchange translations, and basis difference amortization Total purchase price of the 45% minority stake is placed on the balance sheet as a non-current asset Non-current assets are increased by the fair value of the call option which includes the fair value of the 3% Walgreens equity recoupment possibility As income is generated, Alliance Boots will increase the value of the asset by its 45% proportionate share of Alliance Boots periodic income available to equity holders, excluding Galenica and subject to GAAP adjustments, foreign exchange translations, and basis difference amortization Used to partially finance step one of the transaction Periodic income to be included in Walgreens net income, excluding Galenica *Excludes one time costs associated with transaction Forward-Looking Statements See cautionary note in attached Appendix 38

39 YEAR ONE EXPECTED FINANCIAL STATEMENT IMPACT EQUITY METHOD ACCOUNTING CASH FLOW STATEMENT Year One Impact* Explanation Operating Investing Financing Cash and Cash Equivalents Inflow: Walgreens share of $100 - $150 M combined synergies Outflow: ~$4.0 B to purchase Increase from Walgreens core accretion due to expected purchasing synergies EPS accretion from equity investment is backed out of the operating cash flows Increased tax expense from additional income and increased after tax interest Initial investment to purchase 45% of Alliance Boots equity Inflow ~$3.5 Billion Short term-debt & intermediate-term debt Outflow ~$0.5 Billion Existing cash used to partially fund investment *Excludes one time costs associated with transaction Forward-Looking Statements See cautionary note in attached Appendix 39

40 NON-GAAP FINANCIAL MEASURES The following information provides reconciliations of the non-gaap financial measures, as defined under SEC rules, presented herein to the most directly comparable financial measures calculated and presented in accordance with generally accepted accounting principles in the United States (GAAP). Walgreens has provided these non-gaap financial measures, which are not calculated or presented in accordance with GAAP, as supplemental information and in addition to the financial measures that are calculated and presented in accordance with GAAP. These non- GAAP financial measures are provided because management believes that the non-gaap financial measures presented provide for greater transparency of supplemental information considered by management in its financial and operational decision-making. These non-gaap financial measures may be different from non-gaap financial measures used by other companies. These non-gaap financial measures should not be considered superior to or as a substitute for, and should be considered in conjunction with, the GAAP financial measures presented herein. 40

41 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION Statements in these materials and the accompanying presentation that are not historical are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of Words such as expect, likely, outlook, forecast, would, could, should, can, will, project, goal, intend, plan, continue, sustain, synergy, on track, believe, seek, estimate, anticipate, may, possible, assume, variations of such words and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that could cause actual results to vary materially from those indicated, including: the ability to satisfy the closing conditions and consummate the proposed transactions on a timely basis or at all, the occurrence of any event, change or other circumstances that could give rise to the termination of the Purchase and Option Agreement or the financing commitment letter, Walgreens ability to consummate on a timely basis or at all the financing arrangements contemplated by the financing commitment letter, Walgreens ability to subsequently arrange for and consummate on a timely basis or at all permanent financing on acceptable terms, risks that the proposed transactions disrupt plans and operations of either the Walgreens or Alliance Boots, the ability to realize anticipated synergies, the ability to achieve anticipated financial results, the amount of costs, fees, expenses and charges incurred by Walgreens or Alliance Boots related to the transaction, the risks associated with international business operations, the risks associated with Walgreens lack of majority control over the Alliance Boots business, whether the option to acquire the remainder of the Alliance Boots equity interest will be exercised, changes in vendor, payer and customer relationships and terms, changes in network participation, and other factors described in Item 1A (Risk Factors) of our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, each of which is incorporated herein by reference, and in other documents that we file or furnish with the Securities and Exchange Commission. The financial and operating goals and expected return described in these materials and the accompanying presentation are forward-looking statements based on numerous assumptions made by management, including assumptions concerning revenue, operating expenses, overhead, synergies, interest rates, industry performance, general business and economic conditions, competition, access to markets and distribution channels, availability and pricing of goods, foreign currency rates and other matters, all of which are inherently subject to significant uncertainties and contingencies and many of which are beyond Walgreens control. It is expected that there will be differences between actual results and these goals and expectations, and actual results may be materially greater or less than those forward-looking statements. Accordingly, there can be no assurance that the assumptions made in preparing those goals and expectations will prove accurate or that any of such forward-looking statements will be realized. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by any such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Except to the extent required by law, Walgreens does not undertake, and expressly disclaims, any duty or obligation to update publicly any forward-looking statement after the date of this report, whether as a result of new information, future events, changes in assumptions or otherwise. 41