Welcome to the 2025 Annual Meeting of Stockholders of Walgreens Boots Alliance. Please note that today's meeting is being recorded. At this time, all participants will be in a listen-only mode. WBA would like to remind you that some of the comments today may contain forward-looking statements. Please refer to the safe harbor disclosure that is included among the meeting materials available on your screen for more information. It is my pleasure to turn the call over to your host and chairman for today's meeting, Stefano Pessina, Executive Chairman of the Board of Directors. Mr. Pessina, you may now begin. Good morning, everyone. Before we get started with the official business of this meeting, we want to send our heartfelt condolences to all of the families of those who were involved in last night's tragic accident near Washington, D.C. Now, let me welcome you to the 2025 Annual Meeting of Stakeholders of Walgreens Boots Alliance. We are holding the 2025 Annual Meeting virtually via audio webcast after considering a number of factors, including the cost-saving and efficiency gains related to the virtual annual meetings, the increased security, the allowance for greater participation by all of our stakeholders, regardless of their geographic location, and other considerations described in our proxy statement. So, on behalf of the Board of Directors and the entire Walgreens Boots Alliance family, I want to thank you for joining us today, wherever you are located, and for your partnership and investment in our company. Please note that an archive of the webcast will be available on our investor relations website after this meeting. The other presenters here with me are Chief Executive Officer Tim Wentworth and Jake Amsbary, our Corporate Secretary. Also attending the meeting are all of our director nominees and members of senior management. We are also joined by representatives of Deloitte & Touche LLP, who are present and available to answer appropriate questions that you might have of them as auditors of the company's fiscal 2024 financial statements. The inspector of elections for the meeting today is from CT Hagberg LLC. Today's agenda and the rules of conduct are available in the meeting material section of the virtual meeting platform. The meeting will be conducted in accord with that agenda and those rules. After the proposals are presented and at the end of the meeting, we will answer questions submitted by our stakeholders. Stakeholders of record can submit questions at any time during the meeting by typing their question into the Ask a Question field on your screen and then clicking Submit. If a stakeholder would like to ask a question with regard to a proposal, please submit your question through the virtual meeting platform and indicate the proposal number to which your question relates. If time allows, questions that are not specific to an item on the agenda will be addressed during the question-and-answer period after the meeting is concluded. Our CEO, Tim Wentworth, will provide you with an update on the company after the conclusion of the business portion of today's meeting. With that, I will now call the meeting to order. Mr. Amsbary will report on the giving of notice for the meeting and the presence of a quorum. Jake? Thank you, Mr. Chairman, and welcome, everyone. Today's meeting was called by the Board of Directors pursuant to a notice that we began mailing on December 13, 2024, to all stockholders of record as of the record date. A tabulation of the proxies received from stockholders indicates that at least a majority of the shares outstanding and entitled to vote on the record date are represented at this meeting. Therefore, Mr. Chairman, a quorum is present, the meeting is duly constituted, and the business of the meeting may proceed. Thank you, Jake. A copy of the affidavit will be filed with the records of this meeting. I now declare the polls officially open. The proposals to be considered today are listed on the agenda and in the proxy materials previously distributed. Voting will remain open until we conclude our presentation of the matters to be voted on at this meeting. Please note, if you have already submitted your proxy, you do not need to vote today. Your shares will be voted in accordance with the directions provided in your proxy. If you have not yet submitted your vote, or if you have previously voted by proxy and would like to change your vote, you may do so by clicking on the Vote Here button. The first matter before us is the election of directors to serve for a term of one year, for which there are 12 nominees. I am pleased to introduce each of the following nominees for election, who are all participating in today's meeting: Janice M. Babiak, who has been a director since 2012 and is a former managing partner at Ernst & Young. Inderpal S. Bhandari has been a director since 2022 and is a former Global Chief Data Officer of IBM. Ginger L. Graham serves as our lead independent director and has served on the board since 2010. She is also the former president CEO of Amylin Pharmaceuticals and also served as interim CEO of WBA. Bryan C. Hanson has been a director since 2022 and is the chief executive officer of Solventum Corporation. Robert L. Huffines has been a director since 2024 and is the former global chairman of investment bank at JPMorgan Chase. Valerie B. Jarrett has been a director since 2020 and is the CEO of the Barack Obama Foundation. John A. Lederer has been a director since 2015 and is a senior advisor to Sycamore Partners. Thomas E. Polen has been a director since 2023 and is President, CEO, and Chairman of Becton, Dickinson and Company. Nancy M. Schlichting has been a director since 2006 and is the former CEO of the Henry Ford Health System. Dr. William H. Shrank has been a director since 2024 and is with the private venture capital firm Andreessen Horowitz. Timothy C. Wentworth is the current Chief Executive Officer of Walgreens Boots Alliance and served on the board since 2023. Finally, myself. I have been a director since 2012 and have served as the Executive Chairman of the Board since 2021. I will note for the record that no other nominations for director have been properly made in advance of this meeting. I declare the nomination for directors closed. Our board unanimously recommends a vote for each of the director nominees. The second item of the business is to approve on an advisory basis the compensation of our named executive officers. This is also known as a say-on-pay vote. The third item of business is to approve the company's amended and restated 2021 Omnibus Incentive Plan. The fourth item of the business is to approve the amended and restated Walgreens Boots Alliance Employee S tock Purchase plan. The fifth item of the business is the ratification of the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the 2025 fiscal year. The sixth item of business is to approve an amendment to the company's certificate of incorporation to provide for officer exculpation. Our board unanimously recommends that the stakeholders vote for proposal two to six. The final item of business is to consider a proposal submitted by one of our stakeholders. The company's response to the stakeholder proposal can be found in the proxy statement. The stakeholder will be given three minutes to present the proposal. The presenting stakeholder will be notified when there are approximately 30 seconds remaining, so he may conclude his remarks. In accordance with the rules of conduct, stakeholders should restrict their questions to the proposal before the meeting, and all questions should be submitted through the virtual meeting platform. The stakeholder proposal was submitted by the Sisters of St. Francis of Philadelphia and will be presented by Mr. Tom McCaney. If Mr. McCaney is present, I would now ask the operator to unmute the line to allow him to present the proposal. Mr. McCaney, your line is now open. Good morning, Mr. Wentworth, Mr. Pessina, members of the board, and fellow shareholders. My name is Tom McCaney, and I represent the Sisters of St. Francis of Philadelphia, lead filers of proposal number seven, requesting that the company report on its efforts to educate its customers that purchase cigarettes at their stores on the proper ways to dispose of the waste they create. We are joined by co-filers of this proposal, all members of the Interfaith Center on Corporate Responsibility. To be clear, some simple signage by the display of cigarettes explaining how customers can help limit the environmental damage caused by this product would demonstrate Walgreens' good faith concern for the planet. Cigarette butts are the most common form of litter, as an estimated 4.5 trillion cigarette butts are thrown away every year worldwide and constitute an estimated 30% of the total litter on U.S. Shorelines, waterways, and on land. Additionally, the discarded butt is highly toxic, resulting from the chemicals used while growing tobacco, the use of plastic filters, and the tar produced by combustion. Yet many people who would be appalled at the thought of littering almost any other item never think twice about flicking a cigarette butt onto the ground. Like most things, this is a problem that won't be solved by one individual or one company, but that's not an excuse not to try. In its statement of opposition, Walgreens lists a variety of waste management initiatives, all worthy programs but hardly relevant to this proposal. They also state that since cigarette waste represents a small portion of their total waste, their resources would be better spent on other waste reduction. What resources? Once again, we are not asking for the company to solve the problem of 4.5 trillion cigarette butts across the globe. We request that some signs designed to educate their cigarette-buying customers on the proper butt disposal be placed by the cigarette display. For the past 12 years, shareholders from the Interfaith Center on Corporate Responsibility have engaged with Walgreens through filings and dialogues on the hypocrisy of a healthcare retailer selling cigarettes, a product that, when used properly, will kill. Each time, the message from the company was clear. Short-term profits were prioritized over the health of its customers. Now, as Walgreens is on the verge of being taken over by private equity, the board of directors has been given one final chance to place principle and integrity over the small and dwindling revenue of a product that has no business on the shelves of a pharmacy. Please vote for proposal number seven. Thank you, Mr. McCaney. Operator, please mute Mr. McCaney's line. Our board of directors has unanimously recommended that our stakeholders vote against this proposal for the reasons described in our proxy statement. Jake, are there any questions regarding the proposal under consideration? As a reminder, questions regarding other matters will be addressed during the Q&A session after the meeting is concluded. Mr. Chairman, there are no questions on the proposals before the meeting. Thank you, Jake. This concludes the presentation of the formal agenda items for the meeting. If you have not yet voted, please do so now. Thank you, ladies and gentlemen. The polls are now closed. I would now like to recognize Mr. Amsbary to announce the preliminary voting results. Thank you. Based on the report from the inspector of election, I am pleased to report the preliminary results of the voting. With respect to the nominees for director, all director nominees have been duly elected. The advisory vote on named executive compensation has been approved. The company's amended and restated 2021 omnibus incentive plan has been approved, and the amended and restated Walgreens Boots Alliance employee stock purchase plan has been approved. The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the 2025 fiscal year has been approved, and an amendment to the company's certificate of incorporation to provide for officer exculpation has been approved. The stockholder proposal has not received the requisite vote. Please remember that these are preliminary voting results. The final results will be available after they have been certified by our inspector of election and will be included in a Form 8-K that will be filed with the SEC. Thank you, Jake. The 2025 annual meeting of stakeholders is now formally adjourned. Congratulations to each of our directors, all of whom have been duly elected at a very high percentage rate based on preliminary results. Let me now continue by again introducing our CEO, Tim Wentworth, who will share his reflections on the company past fiscal year, progress on our strategic priorities, and more about the future. Thank you, Stefano, and hello, everyone. While our financial performance in fiscal 2024 was impacted by several factors, including a weakening consumer spending environment and certain asset impairments, we believe we successfully laid the groundwork to achieve a successful long-term turnaround of our company. Let me begin with a review of fiscal 2024. We reported adjusted EPS of $2.88, a year-over-year decline of 28% on a constant currency basis due to the softer U.S. retail pharmacy performance and significantly lower sale leaseback gains. This was partly offset by cost savings initiatives and improved profitability in U.S. healthcare. The GAAP net loss was $8.7 billion compared to a loss of $3.1 billion in fiscal 2023. GAAP results included certain non-cash impairment charges related to VillageMD goodwill. Notwithstanding these results, we made progress in three areas. First, we built a new management team. Second, we addressed items within our control that could improve our financial condition within the year. For example, we cut costs by $1 billion, reduced CapEx by over $700 million, and realized $500 million in benefits from working capital initiatives. These factors contributed to our positive cash flow in the fourth quarter and helped achieve full-year cash flow that was slightly better than break-even. And third, we conducted a thorough strategic review of our organization. Coming out of this work, we have become focused on two guiding principles: that we are a retail pharmacy-led organization and that the economics of this model must be disciplined and sustainable. These principles inform our priorities for fiscal 2025, which are centered on beginning the process of stabilizing our pharmacy margin, advancing the execution of the retail strategy, and improving our net debt position. And we have started a new fiscal year by making progress against these goals despite the continued challenging backdrop for our consumer. For Q1, we reported sales and adjusted earnings per share that were ahead of consensus forecasts, driven by cost management initiatives and relative strength in our U.S. pharmacy services businesses, offsetting weaknesses in our front-end retail business as we work to respond to changing consumer behavior. Importantly, the cornerstone of our long-term turnaround is stabilizing the U.S. retail pharmacy business, and we showed progress across several key planks of this plan. We've begun our footprint optimization program and are pleased with the early results. We're currently exceeding historical script retention rates and have retained the majority of store and pharmacy team members. Another key priority has been to reframe the reimbursement discussion with our partners to focus on fair value for our services. We have now completed all of the contract negotiations for calendar 2025, and the nature of these conversations has evolved. We've had success in adjusting contract dynamics in our negotiations with commercial, Medicare, and Medicaid plans to better align reimbursement with our cost of goods. Regarding the turnaround of our consumer retail business, this has been made more challenging by the persistent deterioration in consumer discretionary spending. Our consumer remains under pressure from accumulated inflation and higher interest rates, and we are seeing continued value-seeking and channel-shifting behavior. Nonetheless, we're responding to these conditions in real time. Some of our actions, like recent changes in our targeted approach to managing store inventory, have been successful, while others still require substantial work. Finally, regarding our financial condition, generation of positive cash flow remains a key priority for us, and progress on cash flow will require meaningful and sustained action and focus. In conclusion, we have shown progress on our priorities, and while we have a great deal of work ahead of us, this progress underpins our belief in delivering a successful long-term turnaround. This turnaround will take time, but we are executing with urgency and believe the actions we're taking will be the basis for sustained value creation over the long term. Thank you, and I will now hand it back to the chairman. Thank you, Tim. We will now move into the question-and-answer portion of the meeting, and we'll respond to questions that were submitted through the virtual meeting platform. We will answer as many of your questions as we can in the remaining time. At this point, I would like for Eric Wasserstrom, our senior vice president and investor relations, to introduce the questions that have been submitted. Eric? Thank you, Stefano. We have several questions that have been submitted. Questions and answers will be grouped by topic, and substantially similar questions will be grouped and answered once. For proper questions that cannot be answered due to time constraints, we will post answers to representative questions on our investor relations website as soon as practicable after the meeting or will communicate the relevant response directly to the submitting shareholder. I would refer stockholders to the rules of conduct for more information. So, to begin, Tim, several questions that I would direct to you. First, there have been a number of questions regarding recent media speculation about a potential take-private of the company. Can you address this market speculation? Thank you, Eric. As you know, we don't comment on rumors or on speculation, but naturally, we will uphold our fiduciary duty to our shareholders to consider and evaluate all options as we look to maximize our equity value and build a future. Our position has remained the same since, frankly, my first earnings call is that we are open, things are on the table, and we are consistently evaluating the best path forward for our business. But we are focused on our multi-year turnaround in a highly competitive and challenging consumer environment. There are significant risks in front of us, but we are as confident as ever in our plan, and I have no other news to report today. Thank you. So, another series of questions relate to the time horizon for improving U.S. retail pharmacy operations and the influence on WBA share price. So, can you please speak to the key elements of the turnaround and your expected timeframe? Sure. As I've said, this is a multi-year turnaround, and it's in an environment that is competitive, challenging, and dynamic, particularly for our consumers. That said, therefore, our near-term priorities surround stabilizing our pharmacy margin, advancing the execution of a multi-pronged retail strategy that's focused on both operational excellence and interfacing with the consumer in new and different ways, and improving our net debt position. There are risks and opportunities in front of those things. They're not going to be easy. They're going to take time. And I mean time as in three to five years to play out, in most likelihood, to really position ourselves for the future. As we've said, three years to execute a 1,200-store closure, for example, in order to then invest meaningfully in the remaining fleet of stores. A lot more to be done, but those elements, I believe, are the right elements for us to be focused on. Maybe on a related series of questions having to do with the store closures and the footprint optimization, one series of questions we've got is, how are the stores selected? Could you maybe talk to that topic? Sure. We look at store closures by looking, frankly, at the least profitable and the least cash flow accretive stores that sit in our fleet, as well as those that are massively underperforming what we believe they should be. We consider things such as length of lease term, availability of a nearby Walgreens, because, as you know, in many of our locations, we have multiple stores. Now, with our incremental modalities such as home delivery, we can serve more customers from a particular store. And so, we look at all of those things, as well as foot traffic and shrink and other things to determine whether or not a store would be evaluated for closure. And again, many of the stores, unfortunately, do have a higher shrink rate. I've spoken about that before, that we believe that that is a persistent problem that we are working against. We need the help of local officials and law enforcement and the laws on the books to really enable meaningful progress there, incremental to the work that we're doing. But from our perspective, that's not the only reason. And we look at this multidimensional sort of matrix to have determined the 1,200 stores as the right number to really be executing. And again, we've said this year it's about 550 that we will close by the end of the year. And so, maybe a couple of follow-up topics to that. Several shareholders are asking how we're investing in training our employees, and there's also a series of questions about how we're improving our in-store experience for customers. Sure. And again, this has been one of the things, as I reported in the earnings call, that we have had great success incremental to our prior experience in both transitioning team members and customers to stores that will remain open that have approximation to the stores that are closing. And so, a number of the things that we're doing differently, we continue to train team members. That's been a persistent and ongoing thing. But in those stores that are going to be receiving patients, we have done incremental work to ensure that those patients feel welcomed and recognized as we help them transition to those locations. In addition, we have notified our communities, as well as our teammates and our customers, earlier on than our historical practice has been in order to effect a more smooth and engaged transition, and what we've seen in the first 80 almost stores that we've closed is that that process has yielded the results that we hoped it would. Thank you. Tim, given the macro dynamics of accumulated inflation and the operational decision to close some of the stores, as we've just talked about, I think several shareholders have asked about the current level of store employee compensation and severance for employees who are separated from the company as a result. Sure. The separation, which is always regretful for us, and again, we're working to minimize, as I've talked about before, and so far have successfully done so, has always been competitive and fair. When we part company with any teammate, it's painful for us, and we do the right thing. As it relates to competitive pay and benefits for all team members, we obviously survey locally and nationally and pay attention to what other employers are doing in those locations, and we strive to maintain a very competitive posture. Specifically, as you look at compensation, for example, we completed the rollout of enhanced pay rates for our store employees, including a $15 an hour threshold wage for our front-end employees, $16.50 for pharmacy technicians, which is over double the minimum wage of $7.25 an hour. We continue to focus on ensuring that we properly compensate our team members in order to both achieve high retention as well as, frankly, pay them fairly. Thank you. Tim, another series of questions relates to the recent Department of Justice lawsuit that was reported on a few weeks ago and the company's stance related to the suit. Can you touch on that? Sure. As you can probably appreciate, we're limited in what we can discuss at this point as it is ongoing litigation. However, I would note that we have filed a lawsuit against the DOJ as well. And it was a disappointing place for us to have to go, but we also believe that we have to get the court to clarify the responsibilities of pharmacies and pharmacists and to, frankly, protect against any attempt to enforce arbitrary rules that do not appear in any law or regulation and never went through any formal rulemaking process. We're not going to stand by and allow the government to put our pharmacists in a no-win situation trying to comply with rules that, frankly, don't exist. We stand behind our pharmacists, our dedicated healthcare professionals who live in the communities they serve, filling legitimate prescriptions for FDA-approved medications. From our perspective, we have been a leader in educating and ensuring that our employees do the right thing. We look forward to the opportunity, frankly, to defend our actions and the professionalism and the integrity of our pharmacists. Thank you for that, Tim. Stefano, I think a few questions I'd like to direct to you. There are questions about how our officer compensation and share performance are related. Can you provide some color on that? You see, we are committed to a pay-for-performance culture, and most of our executives' targeted compensation is provided in the form of incentives that are variable and at risk based on performance and/or share price. What does it mean? It means that when we do not achieve our challenging financial metrics or when WBA's share price declines, the compensation realized by our executives decreases. This was demonstrated in fiscal 24 as the Compensation and Leadership Performance Committee did not authorize a fiscal 2024 bonus payout for our executive officers, and our fiscal 2022-2024 performance shares had a below-target payout. We continue this commitment into fiscal 25, where the Compensation and Leadership Performance Committee reintroduced performance shares that include challenging long-term financial targets and modifiers that may reduce payout if our total shareholders' return lags our peer group. Thank you. And there are also several questions related to board oversight. Can you speak to the board's composition and relevant skill sets? We believe that the WBA's board of directors is a good mix of new and tenured members with backgrounds and expertise that brings a range of perspectives on topics critical to WBA. There has been an effort to refresh the board, resulting in four of the 12 board members being new additions within the past 24 months, including Tim, our Chief Executive. Thank you. Tim, a couple of questions I would direct back to you. One is asking about a reimbursement from PBM, what the trend has been and what our expectations are. Sure. As you know, the PBMs are key trading partners with us, and working with them effectively enables us to access their patients and take care of them. The downward pressure that has been relentless over a lot of years, as it were, has not abated. It continues. We have had good effect in being able to restructure in the last year of contract negotiations with PBMs to restructure those contracts to better reflect our acquisition costs, and not perfectly reflect it, however, and we have more work to do, not only over the next several years as we reconfigure that, but to hold, serve on that as we move forward, but we certainly have seen that the PBMs have been willing to have constructive discussions to try to find a way to keep community pharmacies open while at the same time to be competitive in their marketplaces. It continues to be a challenge. We have work to do over the next few years, but we made, I think, meaningful progress in 2024 as it relates to, again, a start to reducing that downward pressure. And I think the final question we'll take this morning, this question, Tim, has to do with the ratification process of our independent auditors. It notes that Deloitte & Touche have been our auditors for many, many years and that we ask for a ratification vote even though one is not required and is curious as to why we pursue that policy. Sure. So, as you said, Deloitte & Touche have served our company well for a good number of years. However, we believe that while not required, it is good and transparent and appropriate that we give our shareholders the opportunity to let us know their point of view as it relates to that appointment that we make. We take that appointment very seriously. They work very closely not only with our audit committee, but with our management team. And therefore, from a perspective of just good belt and suspenders on decision-making, we think it's prudent and appropriate. Thank you. This concludes our question and answer period. As Eric mentioned, for proper questions that were not answered during today's meeting, management will post answers to a representative set of questions on the investor relations website as soon as practical after the meeting, or will communicate the relevant response directly to the submitting stakeholders. Thank you for being here today, and thank you for your continued trust in Walgreens Boots Alliance. This concludes the 2025 annual meeting of stockholders of Walgreens Boots Alliance. Thank you for attending today's presentation. You may now disconnect your lines.