Walgreens 2014 Annual Report Download - page 38

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cash dividends or other distributions to the holders of Walgreens Boots Alliance common stock. Credit facilities
and other debt obligations of Walgreens Boots Alliance, as well as statutory provisions, may further limit the
ability of Walgreens Boots Alliance and its subsidiaries to pay dividends.
We may not obtain the expected benefits of our reorganization into a holding company structure.
We believe our reorganization into a holding company structure will provide us with benefits in the future. These
expected benefits may not be obtained if market conditions or other circumstances prevent us from taking advantage
of the strategic, business and other potential flexibility that we expect it will afford us. As a result, we may incur the
costs of the holding company structure without realizing the possible benefits. In addition, the holding company
structure may not be successful in insulating the liabilities of our subsidiaries from each other or from Walgreens
Boots Alliance. We or our future subsidiaries may be liable for the liabilities of one another, particularly if we do
not observe corporate formalities or adequately capitalize ourselves or our future subsidiaries.
Walgreens Boots Alliance has no operating or financial history, and results of operations may differ
significantly from the unaudited pro forma financial information included in Walgreens’ other filings with
the Securities and Exchange Commission.
Walgreens Boots Alliance has only recently been incorporated and has no operating history and no revenues. The
unaudited pro forma financial information contained in the Company’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on September 16, 2014 is presented for illustrative purposes only, is
based on certain assumptions and judgments, contains preliminary estimates, addresses a hypothetical situation
and covers only the periods presented. The assumptions used in preparing the unaudited pro forma financial
information may not prove to be fully accurate, and other factors may affect Walgreens Boots Alliance’s
financial condition or results of operations following the Transactions. Therefore, the pro forma financial
information does not necessarily indicate with accuracy the results of operations or the combined financial
position that would have resulted had the Transactions been completed on the dates indicated, and it is not
necessarily indicative with accuracy of the results of operations in future periods or the future financial position
of Walgreens Boots Alliance. Accordingly, Walgreens Boots Alliance’s results of operations and financial
condition may differ significantly from those indicated by the unaudited pro forma financial information.
There has been no prior public market for shares of Walgreens Boots Alliance common stock, and the
market price of the shares may be volatile.
The market price of shares of Walgreens Boots Alliance common stock may be volatile. Broad general
economic, political, market and industry factors may adversely affect the market price of the shares, regardless of
Walgreens Boots Alliance’s actual operating performance. In addition to the other risk factors identified in this
Item 1A, factors that could cause fluctuations in the price of the shares include:
• actual or anticipated variations in quarterly operating results and the results of competitors;
• changes in financial estimates by Walgreens Boots Alliance or by any securities analysts that might
cover Walgreens Boots Alliance;
• conditions or trends in the industry, including regulatory changes or changes in the securities
marketplace;
• announcements by Walgreens Boots Alliance or its competitors of significant acquisitions, strategic
partnerships or divestitures;
• announcements of investigations or regulatory scrutiny of Walgreens Boots Alliance’s operations or
lawsuits filed against it;
• additions or departures of key personnel; and
• issuances or sales of Walgreens Boots Alliance common stock, including sales of shares by its directors
and officers or its key investors, including the SP Investors and/or the KKR Investors.
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