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): April 2, 2019

WALGREENS BOOTS ALLIANCE, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (847) 315-2500

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02.    Results of Operations and Financial Condition.

On April 2, 2019, Walgreens Boots Alliance, Inc. (the “Company”) issued a press release announcing financial results for the fiscal quarter ended February 28, 2019 and related matters. A copy of this press release is furnished as Exhibit 99.1 hereto and is incorporated in this Item 2.02 by reference.

The information in this Item 2.02, including the exhibit attached hereto, and the information under Item 7.01 below, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such disclosure in this Form 8-K in such a filing.

Item 7.01.    Regulation FD Disclosure.

On April 2, 2019, the Company is conducting a conference call and webcast beginning at 8:30 a.m. Eastern time regarding its results for the fiscal quarter ended February 28, 2019 and related matters.

Slides prepared for the purposes of the conference call are available on the Company’s investor relations website at http://investor.walgreensbootsalliance.com. A link to the conference call will be available on the Company’s investor relations website at: http://investor.walgreensbootsalliance.com.

Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99.1

Walgreens Boots Alliance Reports Fiscal 2019 Second Quarter Results

Company Accelerates Business Transformation Priorities

Second quarter highlights, year-over-year

2019 fiscal year guidance

Long-term business model

Transformational Cost Management Program

DEERFIELD, Ill., April 2, 2019 - Walgreens Boots Alliance, Inc. (Nasdaq: WBA) today announced financial results for the second quarter of fiscal 2019, which ended February 28, 2019.

Executive Vice Chairman and CEO Stefano Pessina said, “The market challenges and macro trends we have been discussing for some time accelerated, resulting in the most difficult quarter we have had since the formation of Walgreens Boots Alliance. During the quarter, we saw significant reimbursement pressure, compounded by lower generic deflation, as well as continued consumer market challenges in the U.S. and UK. While we had begun initiatives to address these trends, our response was not rapid enough given market conditions, resulting in a disappointing quarter that did not meet our expectations. As a result, we are now expecting roughly flat adjusted EPS growth for fiscal 2019.

“We are going to be more aggressive in our response to these rapidly shifting trends. We are focusing on our operational strengths and addressing weaknesses, making a number of senior appointments to bring change and accelerating the digitalization and transformation of our business. This will include expediting the execution of our partnership initiatives, fully developing our in-store neighborhood health destinations, re-imagining our front end retail offering, optimizing our store footprint and increasing the annual savings goal of our transformational cost management program from in excess of $1 billion to more than $1.5 billion. As a result of these actions, our business model will deliver improved performance in fiscal 2020, positioning us for mid-to-high single-digit growth in adjusted EPS in the following years.”

Overview of Second Quarter Results

Fiscal 2019 second quarter net earnings attributable to Walgreens Boots Alliance decreased 14.3 percent to $1.2 billion compared with the same quarter a year ago, while net earnings per share¹ decreased 8.3 percent to $1.24 compared with the same quarter a year ago.

Adjusted net earnings attributable to Walgreens Boots Alliance² decreased 11.5 percent to $1.5 billion, down 10.6 percent on a constant currency basis, compared with the same quarter a year ago. Adjusted earnings per share were $1.64, a decrease of 5.4 percent on a reported basis and a decrease of 4.3 percent on a constant currency basis, compared with the same quarter a year ago.

Sales in the second quarter were $34.5 billion, an increase of 4.6 percent from the year-ago quarter, and an increase of 6.7 percent on a constant currency basis, including the benefit from acquired Rite Aid stores.

Operating income was $1.5 billion, a decrease of 23.3 percent from the same quarter a year ago, primarily due to operating performance, costs related to the Transformational Cost Management Program and prior year impact of U.S. tax law changes related to AmerisourceBergen. Adjusted operating income was $1.9 billion, a decrease of 10.4 percent from the same quarter a year ago, and a decrease of 9.3 percent on a constant currency basis, primarily due to rising reimbursement pressure in the U.S. pharmacy business with fewer opportunities for mitigation as a result of slowing deflation of generic medications. In addition, performance was impacted by weak comparable store sales in U.S. retail and a challenging market in the UK.

Net cash provided by operating activities was $735 million in the second quarter, and free cash flow was $411 million.

Overview of Fiscal 2019 Year-to-Date Results

For the first six months of fiscal 2019, net earnings attributable to Walgreens Boots Alliance increased 5.1 percent to $2.3 billion compared with the same period a year ago, while net earnings per share¹ increased 12.0 percent to $2.42 compared with the same period a year ago.

Adjusted net earnings attributable to Walgreens Boots Alliance² for the first six months of fiscal 2019 decreased 3.6 percent to $2.9 billion, down 2.8 percent on a constant currency basis, compared with the same period a year ago. Adjusted earnings per share for the first six months of fiscal 2019 were $3.09, an increase of 2.8 percent on a reported basis and an increase of 3.6 percent on a constant currency basis, compared with the same period a year ago.

Sales in the first six months of fiscal 2019 were $68.3 billion, an increase of 7.2 percent from the same period a year ago, and an increase of 9.0 percent on a constant currency basis.

Operating income in the first six months of fiscal 2019 was $2.9 billion, a decrease of 11.5 percent from the same period a year ago. Adjusted operating income in the first six months of the fiscal year was $3.7 billion, a decrease of 7.5 percent from the same period a year ago, and a decrease of 6.6 percent on a constant currency basis.

Net cash provided by operating activities was $1.2 billion in the first six months of fiscal 2019, and free cash flow was $401 million, impacted by notable headwinds including cash tax payments, mainly from U.S. tax reform, legal settlements and prior year working capital benefits from the acquisition of Rite Aid stores.

Second Quarter Business Division Highlights

Retail Pharmacy USA:

Retail Pharmacy USA had second quarter sales of $26.3 billion, an increase of 7.3 percent over the year-ago quarter. Excluding the benefit from acquired Rite Aid stores, organic sales growth was 1.6 percent in the quarter.

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Pharmacy sales, which accounted for 71.9 percent of the division’s sales in the quarter, increased 9.8 percent compared with the year-ago quarter, reflecting higher prescription volumes from the acquisition of Rite Aid stores, strong growth in central specialty and a 1.9 percent increase in comparable pharmacy sales. The division filled 286.3 million prescriptions, including immunizations, adjusted to 30-day equivalents in the quarter, an increase of 6.4 percent over the year-ago quarter. Prescriptions filled in comparable stores increased 1.8 percent from the same quarter a year ago.

Retail prescription market share on a 30-day adjusted basis in the second quarter increased approximately 90 basis points over the year-ago quarter to 22.3 percent, as reported by IQVIA.

Retail sales increased 1.3 percent in the second quarter compared with the year-ago period. Comparable retail sales were down 3.8 percent in the quarter, primarily due to a weak cough, cold and flu season compared with the year-ago quarter, continued de-emphasis of select products such as tobacco and a decline in sales of seasonal merchandise.

Gross profit decreased 3.2 percent compared with the same quarter a year ago and adjusted gross profit decreased 3.5 percent, primarily due to reimbursement impacts in pharmacy.

Second quarter selling, general and administrative expenses (SG&A) as a percentage of sales improved 1.4 percentage points compared with the year-ago quarter, due to continued cost saving initiatives, sales mix and bonus accrual reductions. On an adjusted basis, SG&A as a percentage of sales improved 1.4 percentage points in the same period. The second quarter of fiscal 2019 included $40 million of costs related to previously announced store and labor investments.

Operating income in the second quarter decreased 12.6 percent from the year-ago quarter to $1.2 billion. Adjusted operating income in the second quarter decreased 11.9 percent from the year-ago quarter to $1.5 billion, including an adverse impact of 2.4 percentage points due to the store and labor investments mentioned above.

Retail Pharmacy International:

Retail Pharmacy International had second quarter sales of $3.1 billion, a decrease of 7.1 percent from the year-ago quarter, reflecting an adverse currency impact of 5.9 percent. Sales decreased 1.2 percent on a constant currency basis, mainly due to a 1.3 percent decline in Boots UK.

In the UK, comparable pharmacy sales decreased 1.5 percent and comparable retail sales decreased 2.3 percent, with Boots UK broadly maintaining market share amid weakness in its categories.

Gross profit decreased 8.9 percent compared with the same quarter a year ago. On a constant currency basis, adjusted gross profit decreased 1.2 percent, due to lower sales.

SG&A as a percentage of sales increased 0.5 percentage point. Adjusted SG&A as a percentage of sales, on a constant currency basis, was unchanged, with SG&A expenses reduced by 1 percent compared with the year-ago quarter.

Operating income in the second quarter decreased 22.6 percent from the year-ago quarter to $192 million, while adjusted operating income decreased 6.8 percent to $256 million, down 2.1 percent on a constant currency basis. The quarter benefited from phasing from the first quarter and bonus accrual reductions.

Pharmaceutical Wholesale:

Pharmaceutical Wholesale had second quarter sales of $5.7 billion, a decrease of 0.3 percent from the year-ago quarter, due to an adverse currency impact of 9.4 percent. On a constant currency basis, sales increased 9.1 percent, primarily reflecting growth in emerging markets and the UK.

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Operating income in the second quarter was $100 million, which included $83 million from the company’s equity earnings in AmerisourceBergen. This compared with operating income of $323 million in the year-ago quarter, which included $202 million from the company’s equity earnings in AmerisourceBergen.

Adjusted operating income decreased 3.3 percent to $225 million due to the impact of currency translation. On a constant currency basis, adjusted operating income increased 3.0 percent, with sales growth and improved SG&A as a percentage of sales more than offsetting lower gross margin.

Company Outlook

The company reduced its adjusted EPS guidance for fiscal 2019, from a range of 7 percent to 12 percent growth, to roughly flat, at constant currency rates. On a reported currency basis, the company anticipates approximately $0.04 cents per share of adverse currency impact.

Long-Term Business Model

The company confirmed its existing transformation priorities and announced it will be taking immediate action to reinforce and accelerate them. With these actions, the company’s business model aims to deliver improved performance in 2020, and mid-to-high single-digit growth in adjusted EPS, at constant currency rates, in the following years.

Transformational Cost Management Program

The company’s global cost review, scheduled for completion by the end of April 2019, has provided sufficient visibility to increase the annual cost savings target from the transformational cost management program from in excess of $1 billion to in excess of $1.5 billion by fiscal 2022. The program includes divisional optimization initiatives, global smart spending, global smart organization and digitalization of the enterprise to transform long-term capabilities.

During the second quarter and since the quarter ended, the company has taken decisive steps to reduce costs in the UK and to optimize the field management structure in the U.S.

The company continues to anticipate that aspects of such initiatives will result in significant restructuring and other special charges as they are implemented. The company has recognized cumulative pre-tax charges of $179 million for the six months ended February 28, 2019. These charges primarily relate to the Pharmaceutical Wholesale and Retail Pharmacy International divisions.

Dividends Declared

During the second quarter, the company declared a regular quarterly dividend of 44 cents per share. The dividend was payable March 12, 2019 to stockholders of record as of February 15, 2019.

Conference Call

Walgreens Boots Alliance will hold a one-hour conference call to discuss the second quarter results beginning at 8:30 a.m. Eastern time today, April 2, 2019. The conference call will be simulcast through the Walgreens Boots Alliance investor relations website at: http://investor.walgreensbootsalliance.com. A replay of the conference call will be archived on the website for 12 months after the call.

The replay also will be available from 11:30 a.m. Eastern time, April 2, 2019 through April 9, 2019, by calling +1 800 585 8367 within the U.S. and Canada, or +1 416 621 4642 outside the U.S. and Canada, using replay code 1399812.

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Cautionary Note Regarding Forward-Looking Statements: All statements in this release that are not historical including, without limitation, those regarding estimates of and goals for future tax, financial and operating performance and results (including those under “Company Outlook,” “Long-Term Business Model” and “Transformational Cost Management Program” above), the expected execution and effect of our business strategies, our cost-savings and growth initiatives, pilot programs and initiatives, and restructuring activities and the amounts and timing of their expected impact and the delivery of annual cost savings, and our amended and restated asset purchase agreement with Rite Aid and the transactions contemplated thereby and their possible timing and effects, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “expect,” “likely,” “outlook,” “forecast,” “preliminary,” “pilot,” “would,” “could,” “should,” “can,” “will,” “project,” “intend,” “plan,” “goal,” “guidance,” “target,” “aim,” “transform,” “accelerate,” “model,” “long-term,” “continue,” “sustain,” “synergy,” “on track,” “on schedule,” “headwind,” “tailwind,” “believe,” “seek,” “estimate,” “anticipate,” “upcoming,” “to come,” “may,” “possible,” “assume,” and 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, known or unknown, that could cause actual results to vary materially from those indicated or anticipated, including, but not limited to, those relating to the impact of private and public third-party payers’ efforts to reduce prescription drug reimbursements, fluctuations in foreign currency exchange rates, the timing and magnitude of the impact of branded to generic drug conversions and changes in generic drug prices, our ability to realize synergies and achieve financial, tax and operating results in the amounts and at the times anticipated, the inherent risks, challenges and uncertainties associated with forecasting financial results of large, complex organizations in rapidly evolving industries, particularly over longer time periods, supply arrangements including our commercial agreement with AmerisourceBergen, the arrangements and transactions contemplated by our framework agreement with AmerisourceBergen and their possible effects, the risks associated with the company’s equity method investment in AmerisourceBergen, the occurrence of any event, change or other circumstance that could give rise to the termination, cross-termination or modification of any of our contractual obligations, the amount of costs, fees, expenses and charges incurred in connection with strategic transactions, whether the costs and charges associated with restructuring initiatives will exceed estimates, our ability to realize expected savings and benefits from cost-savings initiatives, restructuring activities and acquisitions and joint ventures in the amounts and at the times anticipated, the timing and amount of any impairment or other charges, the timing and severity of cough, cold and flu season, risks related to pilot programs and new business initiatives and ventures generally, including the risks that anticipated benefits may not be realized, changes in management’s plans and assumptions, the risks associated with governance and control matters, the ability to retain key personnel, changes in economic and business conditions generally or in particular markets in which we participate, changes in financial markets, credit ratings and interest rates, the risks relating to the terms, timing, and magnitude of any share repurchase activity, the risks associated with international business operations, including the risks associated with the proposed withdrawal of the United Kingdom from the European Union and international trade policies, tariffs and relations, the risk of unexpected costs, liabilities or delays, changes in vendor, customer and payer relationships and terms, including changes in network participation and reimbursement terms and the associated impacts on volume and operating results, risks of inflation in the cost of goods, risks associated with the operation and growth of our customer loyalty programs, risks related to competition, including changes in market dynamics, participants, product and service offerings, retail formats and competitive positioning, risks associated with new business areas and activities, risks associated with acquisitions, divestitures, joint ventures and strategic investments, including those relating to the acquisition of certain assets pursuant to our amended and restated asset purchase agreement with Rite Aid, the risks associated with the integration of complex businesses, regulatory restrictions and outcomes of legal and regulatory matters, and risks associated with changes in laws, including those related to the December 2017 U.S. tax law changes, regulations or interpretations thereof. These and other risks, assumptions and uncertainties are described in Item 1A (Risk Factors) of our Annual Report on Form 10-K for the fiscal year ended August 31, 2018, which is incorporated herein by reference, and in other documents that we file or furnish with the Securities and Exchange Commission. 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 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, we do not undertake, and expressly disclaim, any duty or obligation to update publicly any forward-looking statement after the date of this release, whether as a result of new information, future events, changes in assumptions or otherwise.

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Please refer to the supplemental information presented below for reconciliations of the non-GAAP financial measures used in this release to the most comparable GAAP financial measure and related disclosures.

Certain amounts in the tables in the appendix to this press release may not add due to rounding. All percentages have been calculated using unrounded amounts for the three and six months ended February 28, 2019.

ENDS

Notes to Editors:

About Walgreens Boots Alliance

Walgreens Boots Alliance (Nasdaq: WBA) is the first global pharmacy-led, health and wellbeing enterprise. The company’s heritage of trusted health care services through community pharmacy care and pharmaceutical wholesaling dates back more than 100 years.

Walgreens Boots Alliance is the largest retail pharmacy, health and daily living destination across the U.S. and Europe. Walgreens Boots Alliance and the companies in which it has equity method investments together have a presence in more than 25 countries and employ more than 415,000 people. The company is a global leader in pharmacy-led, health and wellbeing retail and, together with its equity method investments, has more than 18,500 stores in 11 countries as well as one of the largest global pharmaceutical wholesale and distribution networks, with more than 390 distribution centers delivering to more than 230,000 pharmacies, doctors, health centers and hospitals each year in more than 20 countries. In addition, Walgreens Boots Alliance is one of the world’s largest purchasers of prescription drugs and many other health and wellbeing products.

The company’s portfolio of retail and business brands includes Walgreens, Duane Reade, Boots and Alliance Healthcare, as well as increasingly global health and beauty product brands, such as No7, Soap & Glory, Liz Earle, Sleek MakeUP and Botanics.

Walgreens Boots Alliance is proud to be a force for good, leveraging many decades of experience and its international scale, to care for people and the planet through numerous social responsibility and sustainability initiatives that have an impact on the health and wellbeing of millions of people.

Walgreens Boots Alliance is included in Fortune magazine’s 2019 list of the World’s Most Admired Companies and ranked first in the food and drugstore category. This is the 26th consecutive year that Walgreens Boots Alliance or its predecessor company, Walgreen Co., has been named to the list.

More company information is available at www.walgreensbootsalliance.com.

(WBA-ER)

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WALGREENS BOOTS ALLIANCE, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS

(UNAUDITED)

(in millions, except per share amounts)

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WALGREENS BOOTS ALLIANCE, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

(UNAUDITED)

(in millions)

8

WALGREENS BOOTS ALLIANCE, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in millions)

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WALGREENS BOOTS ALLIANCE, INC. AND SUBSIDIARIES

SUPPLEMENTAL INFORMATION (UNAUDITED)

REGARDING NON-GAAP FINANCIAL MEASURES

(in millions, except per share amounts)

The following information provides reconciliations of the supplemental non-GAAP financial measures, as defined under SEC rules, presented in this press release to the most directly comparable financial measures calculated and presented in accordance with generally accepted accounting principles in the United States (GAAP). The company has provided the non-GAAP financial measures in the press release, 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 supplemental non-GAAP financial measures are presented because management has evaluated the company’s financial results both including and excluding the adjusted items or the effects of foreign currency translation, as applicable, and believe that the supplemental non-GAAP financial measures presented provide additional perspective and insights when analyzing the core operating performance of the company’s business from period to period and trends in the company’s historical operating results. These supplemental non-GAAP financial measures should not be considered superior to, as a substitute for or as an alternative to, and should be considered in conjunction with, the GAAP financial measures presented in the press release. The company does not provide a reconciliation for non-GAAP estimates on a forward-looking basis (including the information under “Company Outlook” and “Long-Term Business Model” above) where it is unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing or amount of various items that have not yet occurred, are out of the company’s control and/or cannot be reasonably predicted, and that would impact diluted net earnings per share, the most directly comparable forward-looking GAAP financial measure. For the same reasons, the company is unable to address the probable significance of the unavailable information. Forward-looking non-GAAP financial measures provided without the most directly comparable GAAP financial measures may vary materially from the corresponding GAAP financial measures.

Constant currency

The company also presents certain information related to current period operating results in “constant currency,” which is a non-GAAP financial measure. These amounts are calculated by translating current period results at the foreign currency exchange rates used in the comparable period in the prior year. The company presents such constant currency financial information because it has significant operations outside of the United States reporting in currencies other than the U.S. dollar and this presentation provides a framework to assess how its business performed excluding the impact of foreign currency exchange rate fluctuations.

Comparable sales

For our Retail Pharmacy divisions, comparable stores are defined as those that have been open for at least 12 consecutive months and that have not been closed for seven or more consecutive days, undergone a major remodel or been subject to a natural disaster during the past 12 months. Relocated stores are not included as comparable stores for the first twelve months after the relocation. Acquired stores are not included as comparable stores for the first twelve months after acquisition or conversion, when applicable, whichever is later. Comparable store sales, comparable pharmacy sales and comparable retail sales refer to total sales, pharmacy sales and retail sales, respectively, in such stores. For our Pharmaceutical Wholesale division, comparable sales are defined as sales excluding acquisitions and dispositions. The method of calculating comparable sales varies across the retail industry. As a result, our method of calculating comparable sales may not be the same as other retailers’ methods.

Comparable sales are presented on a constant currency basis for the Retail Pharmacy International and Pharmaceutical Wholesale divisions. In the second quarter of fiscal 2019 compared to the year-ago quarter, the Retail Pharmacy International division’s comparable store sales on a reported currency basis decreased 7.3 percent, comparable pharmacy sales on a reported currency basis decreased 6.9 percent and comparable retail sales on a reported currency basis decreased 7.6 percent. The Pharmaceutical Wholesale division’s comparable sales excluding acquisitions and dispositions on a reported currency basis decreased 0.3 percent.

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Organic sales

Organic sales are defined as sales excluding non-comparable acquisitions and divestitures including joint ventures and are considered a non-GAAP financial measure. The company’s second quarter sales were $34.5 billion, an increase of 4.6 percent over the year-ago quarter. Excluding the impact of currency, sales increased by 6.7 percent. Non-comparable acquisitions and divestitures including joint ventures had a positive impact of 4.2 percentage points, or $1.4 billion.

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NET EARNINGS AND DILUTED NET EARNINGS PER SHARE

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GROSS PROFIT BY DIVISION

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SELLING, GENERAL AND ADMINISTRATIVE EXPENSES BY DIVISION

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EQUITY EARNINGS IN AMERISOURCEBERGEN

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OPERATING INCOME BY DIVISION

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