Walgreens 2015 Annual Report Download - page 88
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of $76.05). Of the total purchase price, $13.3 billion was preliminarily allocated to acquire the 55% ownership
interest in Alliance Boots and $2.6 billion was preliminarily allocated to acquire the noncontrolling interest in
WBAD. The purchase price attributed to the acquisition of the noncontrolling interest in WBAD was determined
based on the relative fair value of Alliance Boots and WBAD, respectively.
The preliminary impact of the equity transaction is as follows (in millions):
Amount
Consideration attributed to WBAD $2,559
Less: Carrying value of the Company’s pre-existing noncontrolling interest 130
Impact to additional paid in capital $2,429
As of August 31, 2015, the Company had not completed the analysis to assign fair values to all tangible and
intangible assets acquired and therefore the purchase price allocation for Alliance Boots and WBAD has not been
completed. The preliminary purchase price allocation will be subject to further refinement and may result in
material changes. These changes will primarily relate to the allocation of consideration and the fair value
assigned to all tangible and intangible assets acquired and identified. The following table summarizes the
consideration paid to acquire the remaining 55% interest in Alliance Boots and the preliminary amounts of
identified assets acquired and liabilities assumed at the date of the Second Step Transaction (in millions).
Consideration paid
Cash $ 4,874
Common stock 10,977
Total consideration transferred 15,851
Less: consideration attributed to WBAD (2,559)
13,292
Fair value of the investment in Alliance Boots held before the Second Step Transaction 8,149
Total consideration $21,441
Identifiable assets acquired and liabilities assumed including noncontrolling interests
Cash and cash equivalents $ 413
Accounts receivable 3,799
Inventories 3,713
Other current assets 894
Property, plant and equipment 3,847
Intangible assets 11,691
Other non-current assets 2,218
Trade accounts payable, accrued expenses and other liabilities (7,711)
Borrowings (9,010)
Deferred income taxes (2,461)
Other non-current liabilities (389)
Noncontrolling interests (412)
Total identifiable net assets and noncontrolling interests 6,592
Goodwill $14,849
Significant changes from the preliminary purchase price valuation at February 28, 2015 include an increase in
identified intangible assets based on updated financial information, higher deferred income taxes as a result of
the increase in identified intangible assets and increases in equity investments and noncontrolling interests based
on updated financial information. The preliminary purchase price allocation will be subject to further refinement
and may result in material changes.
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