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Walgreens Code of Business Conduct

A message from Greg Wasson ................................................................................... 1

A message from Laura Merten................................................................................... 2

Our Code and Your Responsibilities

The purpose of our Code of Business Conduct....................................................... 3

Key principles ........................................................................................................... 4

Publication and amendments................................................................................... 4

We are all accountable ............................................................................................. 4

Team leaders have additional responsibilities .......................................................... 4

Where we can seek help........................................................................................... 4

No retaliation policy .................................................................................................. 5

Open Door Policy ..................................................................................................... 5

What happens if we violate our Code?..................................................................... 5

A Foundation of Trust for Our Customers ................................................................. 6

We uphold our trustworthy reputation through product safety ................................ 7

We provide quality, dependable services our customers can count on ................... 7

We market our products and services honestly ....................................................... 7

We expect our suppliers to uphold our values ......................................................... 8

We protect the private information and intellectual property of others .................... 8

We uphold the competition and antitrust laws that apply to our work..................... 8

We obtain competitive information fairly .................................................................. 9

We work on government contracts lawfully and ethically ........................................ 9

We maintain appropriate relationships with healthcare professionals...................... 9

A Foundation of Trust for Our Company and Our Fellow Team Members ............. 10

We foster diversity and inclusion in our workplace .................................................. 11

We respect each other and do not tolerate harassment .......................................... 11

We strive to create a safe and healthy work environment........................................ 11

We work to protect our company’s assets ............................................................... 12

We safeguard each other’s personal information ..................................................... 12

We use our computer systems appropriately........................................................... 12

A Foundation of Trust for Our Investors .................................................................... 14

We keep honest, accurate Pnancial books and records........................................... 15

We maintain records in compliance with the law and company policy.................... 15

We avoid conQict of interest situations..................................................................... 15

Gifts and entertainment ............................................................................................ 16

Doing business with friends and relatives ................................................................ 16

Outside positions...................................................................................................... 16

Business opportunities ............................................................................................. 17

We uphold Insider trading laws ................................................................................ 17

A Foundation of Trust for Our Communities ............................................................. 18

We follow healthcare laws ........................................................................................ 19

We comply with the Federal False Claims Act ......................................................... 19

We work to build sustainable supply chains ............................................................ 20

We follow international trade laws............................................................................ 20

We do our part to protect the environment .............................................................. 21

We support our local communities ........................................................................... 21

We communicate with a single voice ....................................................................... 21

Waiving Our Code of Business Conduct .................................................................. 21

Asking Questions and Raising Concerns .................................................................. 22

Table of Contents

1

Dear team member:

Throughout our 110-year history, Walgreens has

always based our success on our strong values—

honesty, trust and integrity among ourselves and

with our customers, suppliers, the communities we

serve and our shareholders. In fact, values are the

strong foundation Charles R. Walgreen Sr. built his

company on.

In the mid-1950s, Mr. Walgreen’s son—and our

second CEO—Charles R. Walgreen Jr., took his

father’s commitment to values further by adopting

the Four Way Test in 1955. Its four questions—

“Is it the truth? Is it fair to all concerned? Will it

build good will and better friendship? Will it be

beneficial to all concerned?”—continue to influence and

drive our business decisions and internal and external relationships.

Maintaining integrity is absolutely a team effort, and it’s important for everyone to make business decisions without

compromising our company’s ethics. Failing to do this puts Walgreens reputation at risk—as well as undercuts our

ability to both grow our business and serve our customers. Every one of us is responsible for our actions; and each

of us contributes to fostering Walgreens culture of trust. A key part of our code of conduct—that everyone should

be aware of—allows team members to report known or suspected violations or concerns without fear of retaliation.

It is critical that we all work to maintain an environment where complying with company policies and applicable

laws is a part of our DNA.

This Code of Business Conduct spells out the standards we follow at Walgreens—responsibility, solid ethics,

integrity and trust. Accordingly, it is important that you take the time to read through the Code and make it a part

of your everyday actions—both internally and externally. As a Walgreens team member, you represent our

company, and together we can work to maintain the fine reputation we enjoy. Thanks for taking personal

responsibility to always live up to our company’s values.

Greg Wasson

President and CEO

A message from Greg Wasson

Greg Wasson

Dear team member:

As chief compliance officer, my role is to support

the development, operation and monitoring of our

corporate compliance program. Compliance is our

ability to follow company policies, as well as the

laws and regulations that apply to every part of

our business. I work with a compliance team that

assists in the implementation of the program. I’m

also a member of our Compliance Committee, which

is made up of representatives of the company all

dedicated to upholding the highest standards of

business conduct and ethics.

At Walgreens, we are committed to our high standards

of good citizenship and integrity. The objectives of our

compliance program are to:• Develop and continue to update our Code of Business Conduct procedures described in the following pages

• Support adherence to the Code of Business Conduct through education and training programs

• Provide status reports to the Compliance Committee and the Audit Committee of the Board of Directors

• Investigate compliance issues and questions submitted to my office and provide recommendations,

answers or solutions

• Lead change in the company related to compliance activities

We stand steadfast to our values, but like our business operations, we continue to adapt our Code of Business

Conduct when change is necessary. That’s why we will continue to revise our Code periodically and post the

most current version on our website at www.walgreens.com in the “Investor Relations” section under “Code of

Business Conduct.” This will be a helpful resource when you’re looking for guidance on compliance issues.

As you read through our Code, I want to assure you that I support our policy of open communication that provides

you with an opportunity to use our Open Door Policy to present ideas, raise concerns and ask questions without

fear of retaliation. I also encourage you to use the Walgreens hotline at 1-800-666-5677 to report issues or

concerns.

Laura Merten

Chief Compliance Officer

A message from Laura Merten

2

Laura Merten

The purpose of our Code of Business Conduct Our Code of Business Conduct is a guide to the ethical and legalresponsibilities we share as members of the Walgreens family of companies (collectively “Walgreens”). We use this code forguidance and direction to resources to help us make the right decisions. It helps us choose the right action to take. We allencounter situations that force us to make decisions at work, and sometimes the most ethical response is not always themost obvious choice. As we cannot address every decision you must make, our Code is not a summary of all laws andpolicies that apply to Walgreens business. Instead, it is a starting point to help us determine when and where to seek helpwhen we are unsure.


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Each of us is responsiblefor following the principlesoutlined in our Code.

A Foundation of Trustfor Our Customers

A Foundation of Trustfor Our Companyand Our FellowTeam Members

A Foundation of Trustfor Our Investors

A Foundation of Trustfor Our Communities


Team leaders have additional responsibilities

Performing honestly and with integrity is an obligation we all share.

Team leaders, however, are expected to perform beyond our usual

high standards, to lead by example and act as role models. If you

are a team leader, you can do this by:

• Reinforcing the Code and ensuring it is consistently applied

• Making sure each team member has completed all

required training

• Communicating relevant policies to team members and helping

them to understand the policies

• Encouraging all team members to raise any questions

or concerns

• Dealing with reports of misconduct promptly and properly

• Never ignoring any type of misconduct or retaliation against a

team member

Team leaders must strive to create a positive work environment

where team members feel comfortable asking for help and raising

concerns about this Code. Team leaders must also be alert to any

situations or actions that may violate the letter or spirit of the Code

or company policy or that may damage our company’s reputation.

It is important that, as a team leader, you take immediate action to

address such situations.

When team leaders receive reports of a situation that may be

unethical or potentially damaging to our company’s reputation, or

suspect that one exists, he or she must promptly notify the chief

compliance officer, general counsel or vice president of Employee

Relations and work to resolve the issue. Team leaders who know

about, or should know about, misconduct and do not act promptly

to report it and cooperate with the compliance office, general

counsel or vice president of Employee Relations to correct the

situation will be subject to disciplinary action.

Where we can seek help

If you are unsure about how to proceed, keep in mind our com-

pany’s Four-Way Test. Ask yourself: Is it the truth? Is it fair to all

concerned? Will it build good will and better friendship? Will it be

beneficial to all concerned? Answers to those questions will often

lead you to the most ethical answer. If you are ever unsure about

the best course of action, however, there are many company

resources available to help you.

Each of us is responsible for following the principles outlined

in our Code. We are all expected to be familiar with and follow

company policies, as well as the laws and regulations in every

location where we do business. By reviewing and understanding

our Code and policies, we become better prepared to handle

ethical issues as they arise.

Key principles

Each of us is responsible for:

Integrity and compliance – Achieving our goals with

integrity and in compliance with company policy and

legal requirements

Open communication – Encouraging open, honest and

full discussion about our policies and procedures

Raising questions – Raising and resolving questions about

ethical business conduct

Reporting violations – Reporting actual or perceived Code,

policy or legal violations to management, the chief compliance

officer, the general counsel or the company hotline

Cooperation – Assisting with any audit, compliance assess-

ment, legal or other internal inquiry with candid, accurate

and complete information

Non-retaliation – Ensuring that no punishment or retaliation

occurs against anyone for raising a good-faith concern.

Publication and amendments

The current version of the Code of Business Conduct is posted

and maintained on the Walgreens website at www.walgreens.com

>Investor Relations >Corporate Governance >Code of Business

Conduct. Amendments are also posted on the website, as required

by applicable law. Because the Code is revised periodically, please

check the website for the most recent version.

We are all accountable

Whatever our role is with Walgreens, our actions represent the

company, and we must always do our best to uphold Walgreens

reputation. Our success as a company depends on each of us

accepting personal responsibility for always doing the right thing.

We must accept the obligation to stop or prevent actions that

could harm our customers or our company’s reputation and to

report any such actions as soon as we learn of them.

To ask a question or report a suspected violation of the Code, call the Walgreens Hotline 1-800-666-5677

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My team leader asked me to do something that

I don’t believe is in compliance with the law. Should I

follow my team leader’s instructions?

No. We must all obey the law. If you think you have

been asked to do something that is against the law,

you have a duty to report the situation. You can use the

Open Door Policy or go to another team leader, the chief

compliance officer, general counsel or vice president

of Employee Relations, or call the Walgreens hotline.

Remember that all good faith reporting is protected

from retaliation.

No retaliation policy

Walgreens does not tolerate retaliation against anyone who

participates in an investigation, raises a legal or ethical concern,

or reports misconduct in good faith. “Good faith” means that the

report was made out of genuine concern for the company or

team members involved.

Open Door Policy

Our Open Door Policy is a key part of our culture. It encourages

us to present ideas, raise concerns and ask questions—including

those of a legal or ethical nature—without fear of retaliation. You

are encouraged to address situations first with your team leader,

who is often best able to resolve the issue. You can avoid many

potential violations by simply asking for guidance before acting.

In certain cases, you may feel uncomfortable discussing a matter

with your team leader, or you might be unable to reach a satisfac-

tory solution. If this is the case, you may speak with any other

member of management, the chief compliance officer, general

counsel, vice president of Employee Relations or you may call the

company hotline. You will never be punished or retaliated against

for making good faith use of our Open Door Policy.

What happens if we violate our Code?

To maintain the highest standards of integrity, we must dedicate

ourselves to complying with our Code, company policies and

procedures and applicable laws and regulations. Violations of

our Code not only damage our company’s standing in the

communities we serve—they may also be illegal. Team members

involved in violating our Code will likely face negative conse-

quences. Walgreens will take the appropriate disciplinary action

in response to each case, up to and including termination. In

addition, team members involved may be subject to government

fines or criminal or civil liability.

If you become aware of or even reasonably suspect any violations

of our Code or company policy, you are encouraged to report

your concerns to your direct team leader, the chief compliance

officer, general counsel, vice president of Employee Relations or

the company hotline. Speaking up when you sense any activity

that could violate our core values helps maintain Walgreens

culture of trust and integrity and our responsibility to uphold

our company’s high moral standards.

There are a number of ways to raise issues. If you believe that a

law has been violated or an ethical violation has occurred, contact

the chief compliance officer or general counsel immediately. For

other matters, you can talk to your team leader or any other mem-

ber of management within our company. Sometimes, just talking

to your team leader will help clarify the situation and answer your

questions. If you still have concerns after talking with your team

leader, you can always contact the chief compliance officer,

general counsel or vice president of Employee Relations.

• The chief compliance officer at 847-964-6519

• The general counsel at 847-315-3004

• Employee Relations at 847-315-4455

You can also call the Walgreens hotline, a toll-free telephone

line reserved specifically for team member calls on ethics and

compliance issues. The Walgreens hotline can be reached at

1-800-666-5677. The hotline is staffed 24 hours a day, seven

days a week, 365 days a year by an outside firm experienced in

handling sensitive calls and accepting calls in many languages.

Callers may report anonymously. Anonymous callers should

know, however, that it is sometimes more difficult to follow up

on issues raised by individuals who don’t identify themselves.

If you reside outside the United States you can seek guidance or

report misconduct by accessing the compliance web portal at

www.tnwgrc.com/walgreens.

Our company is committed to reviewing, evaluating and responding

to all reports of misconduct – big or small. To the extent practical,

considering our need to investigate and comply with company

obligations, Walgreens will make every effort to protect the confi-

dentiality of any person who comes forward with information, as

well as the information itself.


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A Foundation of Trustfor Our Customers

A Foundation of Trust for Our Customers

Walgreens team members must always follow the highest

standards of integrity and ethics when interacting with our

customers and patients. Even team members who do not

interact with customers must be aware that the decisions they

make and the work they perform ultimately affect our customers.

We uphold our trustworthy reputation through product safety

Our customers count on us to sell safe reliable products that

meet the highest quality and safety standards. In our company’s

long history, we have earned our customers’ trust by sticking to

this principle.

As part of our commitment to exceeding our customers’ expecta-

tions, we must also ensure that we purchase only the highest

quality products from our suppliers. If you become aware of any

defective products or other issues that could pose a health or safety

risk, you have a responsibility to report the matter immediately.

As a store manager, I received a notice from the

company that a certain product is being recalled

due to safety concerns. I have some reports that I’d

like to complete before pulling the product from the

floor. Is that okay?

No. Our customers trust us to provide safe, quality

products. The recalled item should be pulled from the

floor immediately. You should focus on maintaining our

customers’ safety and complete the reports later.

We provide quality, dependable services our customers

can count on

Due to our unique standing as both a retailer and a healthcare

provider, we must maintain our commitment to the integrity of

our products and services. Many of our customers rely on our

pharmacists and other healthcare providers for advice and

dependable service. Those professionals are required to maintain

current licenses, certifications or registrations and follow standards

of ethics that correspond with their occupations. Further, you may

not give any type of medical, pharmaceutical or other professional

advice unless you are licensed to do so.

We market our products and services honestly

We must preserve Walgreens principles of integrity and honesty

when we market our products—whether in any advertising,

promotions, packaging, or labeling. Our customers’ trust is one

of our most valuable assets, and we are committed to maintaining

that confidence.

Our marketing materials and company communications are meant

to inform our customers about our products and services. They

are expected to meet all industry standards that govern advertising

and promotion. As such, we must follow all relevant laws and regu-

lations regarding the marketing of our products, services and the

Walgreens brand. In addition, we must never falsely represent any

of our competitors’ products or services or engage in any decep-

tive marketing practices.

I’m having trouble meeting my sales goals. I’ve tried

many selling techniques, but I still can’t meet the com-

pany’s expectations. My team leader said that we should

“do what it takes” to meet sales targets. My team leader

becomes eligible for incentives with sales success, and

team members earn rewards for sales results. I’ve heard

that some team members in other areas have been meet-

ing sales goals by overstating the benefits of our services

or issuing unauthorized discounts to offset costs for the

customer. I feel I’m on the verge of disciplinary action for

my lack of success in sales. What should I do?

You should not engage in any improper sales

practices to meet these goals. You also should never

misrepresent products or services to a customer or issue

unauthorized discounts. You have a number of alterna-

tives available to you. For instance, you can speak to your

colleagues or team leader for help in meeting your goals.

You can also review sales training or practice your use of

sales techniques, maybe with a team leader or colleague.

You should also report the rumors you have heard about

other team members using improper sales techniques

to the chief compliance officer, general counsel or the

company hotline.


7

I often communicate with our healthcare providers by

e-mail. If they request patient information that is private

and confidential, is it okay to send it electronically?

Patient information may be sent by e-mail, but

only if the e-mail is encrypted. Be sure the provider

has signed the appropriate agreements to receive

protected health information. In addition, send only

the information requested.

We must never knowingly violate the intellectual property rights

of others. Those of us with marketing or advertising responsibili-

ties should be particularly careful when preparing advertising or

promotional materials that use the name, printed materials, or

trademarks of another company. As a general rule, we may not

make unauthorized copies of any copyrighted material. Further,

we may not install or distribute software products on company-

owned computers without an appropriate license.

In addition, you should not disclose the confidential information

or trade secrets of others, including your former employers. If

anyone at Walgreens asks or pressures you to do so, you should

report the matter to your direct team leader, another member of

management, the chief compliance officer or general counsel.

Never use or share any information divulged to you by a third

party—whether intentionally or unintentionally—unless you know

it is not confidential or a trade secret. If you are unsure of how

to use information you have received, contact your direct team

leader, another member of management, the chief compliance

officer or general counsel.

We uphold the competition and antitrust laws that apply

to our work

Throughout our history, Walgreens has been dedicated to robust

competition. However, we believe in competing solely on merit—

never through deceptive or dishonest practices. In this regard, we

must always be accurate and truthful in our dealings with suppliers

and other business partners, and we expect the same from them.

While we compete actively, we do not misrepresent, manipulate, or

conceal any material information to gain a competitive advantage.

We promote our products and services based on their high stan-

dards, and never by making disparaging or false allegations about

our competitors.

There are strict competition and antitrust laws in place to ensure

fair competitive business practices. Walgreens counts on each of

us to obey these laws. Specifically, we never discuss with com-

petitors any information we may know about pricing, suppliers,

promotional strategies, territories or any other sensitive marketing


We expect our suppliers to uphold our values

We rely on our suppliers’ and other business partners’ integrity

in all our dealings, and we expect them to assure the safety and

performance of their products and services. We pursue legally

compliant ways to make the most reliable purchasing decisions

based on cost, product and quality, so that we can deliver quality

goods at competitive prices to our customers.

Walgreens develops lasting relationships with suppliers who meet

our high standards of business ethics. Our standing in the commu-

nities we serve is based on the trust that those communities place

with us. To maintain that trust and continue to deliver the best prod-

ucts to our customers, we follow all company procurement policies

in our purchasing interactions. We will not purchase products from

a supplier who uses involuntary labor, prison labor or child labor.

We respect all applicable laws

establishing a minimum age

for employment to support the

end of child labor worldwide

and we expect our suppliers

to do the same.

Our company expects its

vendors to comply with the

standards outlined in the

Walgreens Vendor Responsibility

Standards. Any team member who becomes aware of a supplier

violating this policy must immediately report the supplier to our

chief compliance officer or general counsel. If the report is veri-

fied, Walgreens will notify the vendor and require that it take

steps to immediately comply with our policy. If the vendor fails

to comply with our policy, or its conduct or rehabilitation efforts

are not in Walgreens best interests, we will terminate the

business relationship.

We protect the private information and intellectual property

of others

Our relationship with customers is one of our most valuable assets.

It is vital to our success as a company that we treat customers with

the highest amount of respect. As healthcare providers, our cus-

tomers entrust us with health information, which is protected under

state and federal law. It is essential that we keep this private data—

including names, addresses, dates of birth, social security num-

bers, phone numbers, prescription histories and health condition—

secure and confidential consistent with company policy. It is impor-

tant to use good judgment when handling this type of data, and

never disclose a customer’s protected health information to a third

party without the customer’s express permission. Our customers

value our discretion with their legally protected information.


8

Our customers’ trust isone of our most valuableassets, and we arecommitted to maintainingthat confidence.

9



information. We never discuss or make agreements about boy-

cotting third parties or allocating markets or customers.

If a competitor tries to engage you in a discussion on any of

the above-mentioned topics, even informally, you must end the

conversation immediately and report the incident to the general

counsel. We should be especially mindful during trade association

meetings or conferences where we are likely to have more frequent

interactions with our competitors. Remember, we must avoid even

the appearance of unethical business practices.

Antitrust laws can be challenging to grasp, and violations carry

serious penalties—both civil and criminal—for the team members

involved and our company. If your job involves sales, marketing

or procurement, you must know and understand these laws as

they apply to your work. For further guidance, please contact

the general counsel.

We obtain competitive information fairly

Remaining current on market practices and developments is

vital to the continued success of Walgreens. While we recognize

the importance of obtaining information about our competitors,

however, we must only do so in a lawful and ethical manner.

This means we obtain information only through publicly available

resources. We also protect any information provided to us in

confidence by our suppliers and other business partners.

We must not ask our colleagues to disclose any confidential

information about their previous employers. If we lawfully obtain

confidential information from suppliers or other business partners,

we must take care to protect it as we would our company’s own

proprietary data.

We work on government contracts lawfully and ethically

Many of our customers rely on our ability to provide the services

they need through government-backed healthcare programs such

as Medicare, Medicaid and other federal and state programs.

When working on potential or existing government contracts or

funded programs, it is critical that we adhere to all of the laws,

regulations and procedures that apply to these contracts and

programs. These rules are often much stricter and more complex

than those that govern our other contracts.

If your work involves government contracts, government-funded

programs, or complying with government program parameters,

you have a duty to familiarize yourself with the relevant laws and

regulations that affect your job. To seek help in doing so, contact

the compliance office or Health Law Department. Please note that

violations of these rules can result in substantial penalties, the loss

of future government contracts, exclusion from government funded

programs and even civil liability and/or criminal prosecution for the

team members involved and our company.

We maintain appropriate relationships with healthcare

professionals

Our relationships with healthcare professionals are heavily regu-

lated and the rules are strictly enforced. A healthcare professional

is any individual or entity, directly or indirectly involved in the deliv-

ery of healthcare who can purchase, prescribe, lease, recommend

or use our healthcare products or services. The federal and state

laws that govern paying, providing or offering anything of value to

healthcare professionals such as gifts, meals, entertainment or

grants are complex and highly regulated.

The consequences for failing to comply with these laws can result

in significant monetary and even criminal penalties. It is important

that you understand and comply with these laws and company

policy when dealing with healthcare professionals. If you have

questions or need assistance determining whether a particular

relationship is appropriate, contact the chief compliance officer

or Health Law.

A local physician hinted that if I made a donation to

his foundation, he would increase the number of pre-

scriptions directed to my location. What should I do?

Decline the physician’s offer and inform your team

leader, the chief compliance officer or the general

counsel. Our relationships with healthcare professionals

prohibit us from making improper payments that influ-

ence business decisions. This prescriber is putting

our company at risk by soliciting for donations, and

making this type of donation could subject us to

serious consequences.

10

A Foundation of Trustfor Our Companyand Our FellowTeam Members

A Foundation of Trust for Our Company and Our Fellow Team Members

We foster diversity and inclusion in our workplace

We believe fostering diversity and promoting inclusive hiring

practices in the workplace encourages a wider range of abilities

and experiences, and helps us attract the best talent possible.

Diversity helps inspire the innovation that drives our business and

helps enhance the ideas that provide our competitive advantage

as we serve consumers from all walks of life. Our hiring decisions

are based solely on merit. We never make any employment-

related decisions based upon a person’s race, color, gender,

age, religion, disability, sexual orientation, veteran status, marital

status or any other basis protected by law. Diversity and inclusion

are key aspects of Walgreens strong value system and culture,

which have carried us through more than a century of service to

our communities.

We respect each other and do not tolerate harassment

By working for Walgreens, we are committed to treating each

other with respect. Each of us is responsible for ensuring that our

workplace is free from any type of harassment. Harassment is any

unwelcome conduct that creates an intimidating or offensive work

environment—whether it is of a sexual nature or not. Harassment

can include physical actions, spoken or written remarks and pic-

tures or videos. In any case, harassment is offensive and may

expose the individuals involved and Walgreens to legal liability.

Therefore, our company will not tolerate harassment of any kind.

If you experience or witness any act of discrimination or harassment,

you should report it immediately. You will not face retaliation for

making a report in good faith.

We strive to create a safe and healthy work environment

Certain safety laws and standards are in place to ensure each

of us enjoys a healthy work environment. It is up to all of us to

uphold these laws and standards, and to follow any safety

guidelines specific to our jobs. In addition, we should report any

concerns we have about misconduct or hazardous conditions

that may threaten the safety of our workplace.

Violence and threats of violence are prohibited. Walgreens will not

stand for any threatening behavior, even if made in a seemingly

joking fashion. In that regard, we must never bring any weapons

into the workplace.

Drugs and alcohol impair judgment and in the workplace can

affect everyone’s safety. You may not possess, distribute or

be under the influence of alcohol or drugs, including certain pre-

scription drugs, while on the job or while conducting company

business. If you have any questions or need assistance with a

substance abuse problem, please contact Employee Relations.


11

We believe fostering diversity and promoting inclusivehiring practices in the workplace encourages a widerrange of abilities and experiences, and helps us attractthe best talent possible.

12


disabilities, leaves of absence, prescription drug history, and

online purchases (i.e. Walgreens.com, drugstore.com).

We may only use such data for relevant and appropriate business

purposes. We must not share this information with anyone inside

or outside our company who does not need to know it. If your job

entails having access to this type of information, you must take

special precautions to keep the data private in accordance with

Walgreens policies and the law. You can be assured that our

company is committed to keeping our personal information

secure at all times, whether on paper or in electronic format.

I know that some of the information I work with is

confidential. Does this mean I can’t talk about it with

anyone, even other team members?

Confidential means that you should keep the infor-

mation secure. You should discuss such information

only with those who need to know about it for company

business purposes. If you have any questions about

who you can discuss the information with, you should

ask your team leader.

We use our computer systems appropriately

While limited personal use of our computer and network systems

is acceptable, it should not detract from our work for Walgreens.

We should also never use our company computers or network

systems for inappropriate conduct, such as viewing obscene or

sexually explicit materials, spreading profanity or derogatory remarks

or communicating harassing or discriminatory statements.

Walgreens reserves the right to block access to inappropriate

sites. Please also be aware that our company may monitor all

data and communications to the extent permitted by local law.

Walgreens also retains the right to report any suspected or

actual violations of the law to the appropriate authorities.

We always need to use our computer and network systems

appropriately. This means composing e-mails and other electronic

communications professionally. All business communications

may later be reviewed and interpreted by other parties, so take

care in how you compose your thoughts because electronic

messages can be forwarded without your consent. In addition,

we may not post our company’s confidential information to

Internet chat rooms, message forums or any other public forum.

It is important to keep in mind that none of us should have any

expectation of privacy when using company computers or

network systems.

My team leader has asked me not to report a minor

injury that recently occurred at work. I didn’t miss any

work as a result of the incident, and my team’s safety

award depends on our incident rate going down. Is it

okay not to report it?

No, this is never okay. You must report all work-

related injuries, no matter how minor. Tracking injuries,

including those where no one was seriously hurt or

missed work, helps us spot trends that could lead to

incidents that are more serious.

We work to protect our company’s assets

Our shareholders trust us to protect our company’s assets—both

physical and intangible. Our physical assets include computers,

products, equipment and the like. We must be considerate

while utilizing these assets, and protect them at all times from

loss, damage, theft and misuse. Intangible assets include our

reputation, the Walgreens brand and any sensitive or confidential

information about our company. Your obligation to protect this

information continues even after your employment ends.

Our company’s intellectual property is an equally valuable asset.

“Intellectual property” includes copyrights, patents, trademarks,

trade secrets, logos and other intangible industrial or commercial

property. These creations are protected by law, and we are obli-

gated to protect them. Also, keep in mind that—to the extent

permitted by law—the rights to all intellectual property are

assigned to Walgreens. This applies to any such materials we

create on our company’s time and expense or within the scope

of the duties we perform for Walgreens.

We are also expected to protect the intellectual property of

our vendors and suppliers, which we may encounter during

the normal course of our business dealings. We are able to pro-

vide top-quality products because we have cultivated strong

relationships with our vendors and suppliers. It is therefore

critical that we maintain those relationships by honoring our

vendors’ and suppliers’ proprietary information and protecting

it from unauthorized disclosure or misuse.

We safeguard each other’s personal information

In keeping true to our values of trust and integrity, Walgreens

strives to safeguard the private personal information of all

team members. During the course of our employment, we each

provide sensitive personal, medical and financial information to

our company. Additionally, some of us may have access to infor-

mation regarding our colleagues’ salaries, performance reviews,


13

By working for Walgreens, we are committed totreating each other with respect.


14

A Foundation of Trustfor Our Investors

15

A Foundation of Trust for Our Investors

We keep honest, accurate financial books and records

We are committed to making accurate, timely, complete, fair

and clear disclosures in our reports to the U.S. Securities and

Exchange Commission and other regulatory bodies. It is our

duty to ensure that our business records reflect an honest and

accurate picture of our financial standing. For this reason, it is

important to keep accurate records of receipts, sales, expenses,

corporate assets and corporate liabilities. If you become aware

of any accounting or auditing irregularity, you have a duty to

report it immediately so that Walgreens can take the appropriate

steps to resolve the matter.

Furthermore, each of us must cooperate with requests by

auditors or government investigators. If management, auditors

or government authorities request information, we must not

conceal, alter or destroy any of those requested records.

Falsifying business records can lead to termination and even

criminal prosecution. If you become aware or suspect that our

company is under investigation, you are required to involve the

general counsel immediately.

I worked quite a bit of overtime last week. My team

leader told me that I could miss a day of work this week

if I don’t record last week’s overtime on my timesheet.

This seems like a good solution because Walgreens

won’t have to pay me for overtime, and I can get some

extra time with my family. Is this okay?

No. You need to ensure that all of the records you

submit are complete and accurate. Team leaders

should never place pressure on their team members

to do otherwise. You should report the situation to

Employee Relations.

We maintain records in compliance with the law and

company policy

There are many laws and regulations that govern how we

maintain company documents, including business, financial and

healthcare records. Each of us is responsible for ensuring that

company records are retained and disposed of in accordance

with all applicable laws and regulations, as well as licensing and

accreditation requirements. Records include information stored

in various formats, including paper, electronic, audio and video.

The length of time to retain records depends on the content and

type of record involved. We are each responsible for understand-

ing the retention schedule for our records.

We avoid conflict of interest situations

To uphold our company’s reputation, we must be alert to any

situations that may create a conflict of interest, whether real or

perceived. A conflict of interest occurs when there is an actual

or apparent interference with our ability to make objective busi-

ness decisions because of our personal relationships or loyalties.

Certain situations are more likely to hinder our capabilities in

making good judgment calls, and we must take care to avoid

those circumstances. If you have knowledge about a situation

that may be a conflict of interest, you should immediately dis-

close it to your team leader, the chief compliance officer or the

general counsel, or call the company hotline.

Conflicts of interest could include:

• Serving as an officer or director of or having ownership

interest in another company that does business or competes

with Walgreens

• Having a family member that has ownership interest in another

company that does business or competes with Walgreens

• Using Walgreens information for your own personal gain,

to benefit a family member or another company for which

you serve as an officer or director, or in which you have

financial interest

• Participating in business transactions for your own personal

gain based on information or relationships developed as a

Walgreens team member

• Failing to disclose that you are closely related to someone,

such as a vendor or customer who has sought or is seeking

a financial relationship with Walgreens

• Having a romantic relationship with a team member that you

supervise or that is in your line of supervision

If a team member wishes to engage in a transaction or activity,

which is, or potentially may be a conflict, the team member must

first make a full written disclosure to the general counsel, who,

along with the chief compliance officer, will evaluate the written

disclosure and make a determination. Following this procedure

will ensure that conflict of interest provisions are not violated.

Below are additional common conflict of interest situations, as

well as guidelines you should follow in dealing with them. Please

remember that these guidelines also apply to members of your

“immediate family.” This includes your spouse, domestic partner,

parents, children, siblings, in-laws and anyone who resides in

your home.


16

Gifts and entertainment

A vendor has offered me tickets to a local sporting

event that they cannot use. Can I accept?

No. Accepting tickets to a sporting event or other

recreational activity is inconsistent with our Code and

gift policy.

Business gifts and entertainment are common courtesies in many

business circles. They can, however, also become inappropriate

if the gifts or entertainment are too lavish or too frequent, or if the

courtesies are used to influence a business decision.

Our policy is that team members may not accept any gifts

from individuals or companies doing or seeking to do business

with Walgreens.

With prior approval of the responsible corporate vice president,

however, meals and entertainment may be offered or accepted

when both the team member and the representative of the other

company are present, and a substantial business discussion

takes place directly before, during or after the activity. When this

type of activity is related to your attendance at a company

approved trade show, convention or seminar, prior approval

by a corporate vice president is not required.

As a general rule, do not offer a business gift or courtesy if doing

so would give the appearance that you are attempting to influence

a business decision. You may offer a gift, favor or entertainment to

others at company expense if it meets all of the following criteria:

• Nominal in value

• Consistent with accepted business practice

• Not against the law or in violation of our company’s high

standards of integrity

• Not against the policies or standards of the recipient’s company

• Not in a form that could give the appearance of a bribe

(i.e., no cash or cash equivalent)

• Not something that would embarrass our company if it

was disclosed

Keep in mind that rules governing the giving of gifts, favors and

entertainment to any U.S. or foreign public government official

(or their family members), or healthcare providers/referral sources

(or their family members) are much stricter than those set forth in

this section. No gifts, favors, or entertainment can be given to

any domestic or foreign government official without prior written


approval of the general counsel. Gifts to foreign businesses

cannot be made without prior notice and approval by the chief

compliance officer.

Additional information regarding gifts and entertainment can be

found in our Gift Policy. If your role involves gifts in any way, you

should become familiar with this policy. If you have any ques-

tions, please contact the general counsel.

Doing business with friends and relatives

Another common conflict of interest can occur when doing

business with or while supervising family or friends. We are not

permitted to directly oversee immediate family members. If you

are put in such a situation, you should disclose it to your team

leader immediately so that reassignments can be made. In addi-

tion, you may not enter our company into a business relationship

with a friend or family member or a business owned or operated

by a friend or family member without the prior approval of the

general counsel. You must avoid any scenario where you stand

to gain personally from Walgreens-related dealings or where

there may be any appearance of favoritism.

My department is in the process of choosing a

vendor. One of my team members recommended a

company owned by his sister. I have heard good things

about this company from other sources. Can I consider

this company even though one of my team members is

related to the owner?

The vendor can compete for the work, but the team

member who is related to the owner cannot be involved

in decisions about choosing the supplier. Nor can the

team member be involved in managing the supplier, if

chosen. Your team member should also understand that

he cannot provide any confidential company information

to his sister that would help her company be selected.

Outside positions

We may have outside business interests or employment, as long

as those interests do not interfere or conflict with our current

position and responsibilities for Walgreens. In general, this

means we may not work for or have a significant financial interest

in a competitor, supplier or customer. A conflict of interest may

also exist if any member of your immediate family is, or has

ownership interest in, a competitor, supplier or customer of the

company. We must immediately disclose any such situations to



17


You may not serve as a director, trustee or officer of another

company, or in a similar paid or unpaid position, other than with

Walgreens, without prior approval of the general counsel. This

rule does not apply to public, political, non-profit or social organi-

zations, or to residential boards whose activities do not conflict

with our company’s interests.

You may join industry or trade associations with the approval of

your team leader, as long as you ensure that any related activities

are consistent with our company’s interests.

Business opportunities

We may not accept business opportunities, commissions or

advantageous financial arrangements from a customer, supplier

or business partner of our company. In addition, we may not

purchase the goods or services of our company’s vendors for

personal use on terms other than those available to the general

public or established by company policy.

If you become aware of any business opportunities in which

Walgreens might be interested, you are required to bring them

to the attention of your team leader and not take advantage of

those prospects for your personal gain.

We uphold insider trading laws

While working for Walgreens, it is possible that you could become

aware of insider information. This information could be about our


There are many laws and regulations that governhow we maintain company documents, includingbusiness, financial and healthcare records. Each ofus is responsible for ensuring that company recordsare retained and disposed of in accordance with allapplicable laws and regulations, as well as licensingand accreditation requirements.

company or one of our publicly traded suppliers or competitors.

Insider information is not generally available to the public and

could, if publicly known, reasonably influence a person’s decision

to buy or sell that company’s securities. Insider information can

be shared only after it has been officially disclosed to the public

and a reasonable waiting period has passed to allow the informa-

tion to be absorbed by the marketplace.

Using this type of information in determining whether to buy or

sell a stock (also known as “insider trading”) is illegal. This applies

to stock, shares, options or other securities of Walgreens or

another company, as well as to transfers into or out of stock-

based retirement plans. If you have any question about whether

the nonpublic information you possess is material, do not make

trades based on that information. Rather, seek guidance from


We must also refrain from disclosing insider information to

others—including friends and family—to use for their own

financial benefit (also known as “tipping”). The consequences

for violating insider-trading laws are severe, and punishment

may include fines and imprisonment, as well as termination.

Team members who have access to “insider information” are

required to be familiar with our Insider Trading Policy.

18

A Foundation of Trustfor Our Communities

19

A Foundation of Trust for Our Communities

We follow healthcare laws

Because we are a healthcare provider, many of our services are

heavily regulated by various governmental and regulatory agencies.

We are all responsible for ensuring compliance with any clinical

and regulatory standards that apply to our work. In addition, as

a healthcare company, we are regulated by many laws that are

designed to prevent, detect and punish fraud, waste and abuse.

This includes laws and regulations such as the Federal Anti-Kick-

back Statute, Stark Law, Federal Civil False Claims Act (FCA) and

Federal False Statements Act. In general, these laws seek to:

• Prevent any false or fraudulent claims to federal healthcare

programs, such as Medicare and Medicaid

• Ensure that decisions made by healthcare providers about

patient treatment or product use are not influenced by

personal gain

• Reduce the cost of healthcare to support patients and

promote the quality of healthcare services

We comply with the Federal False Claims Act

The Federal False Claims Act prohibits knowingly submitting a

false or fraudulent claim for payment to the Federal government.

The Act is intended to reduce fraud, waste and abuse of federal

funds. Many states have enacted similar laws. The Act allows

individuals to file suit on behalf of the government against people

or businesses alleged to have committed fraud. The Act also

provides whistleblower protection for those who report violations.

Walgreens will never retaliate against team members who exercise

their rights under the Federal False Claims Act—or any other federal

or state anti-fraud laws. We must all comply with the Federal False

Claims Act, and any applicable state false claims acts. We must

never make false claims or statements to the Federal government

or to any state government.

I noticed an unusually high incidence of a certain

reimbursement code for a particular item. It’s possible

that these are legitimate claims, but I’m suspicious.

What should I do?

Report your suspicions to your team leader, the

chief compliance officer or the general counsel. Disre-

garding this situation could make you and our company

liable under the False Claims Act. If you ever suspect

that a claim is incorrect or fraudulent, you must report it.


The auditors have requested a certain range of files,

and when I was scanning them, I realized there are

some documents missing. I don’t think the documents

are critical, but I know the auditors will look for them.

Can I recreate the missing documents for the audit?

No. Recreating records might be viewed as an

improper attempt to alter existing records. Speak to

your team leader about this situation so it can be

properly disclosed to the auditors.

If you have any questions or concerns involving the various health-

care laws that apply to your area of work, please consult your team

leader, the compliance office or the Health Law Department.

We work to build sustainable supply chains

We want to ensure that people doing work for Walgreens around

the world are being treated fairly—not only by our company, but

also by our suppliers. We expect our suppliers to follow the same

high standards that we have set for ourselves. Therefore, we only

purchase from suppliers who respect basic human rights wher-

ever they operate. In addition, we only work with suppliers who

maintain our company’s commitment to freedom of association

and fair wages and hours for all workers. If you suspect or know

of any of Walgreens suppliers who do not act in accordance with

our standards, you have a duty to our company to report it.

We follow international trade laws

The United States has a number of laws controlling the importa-

tion of goods. For example, it is illegal to trade with certain

countries specified by the U.S. government or with individuals

and organizations against which the United States has imposed

embargoes. U.S. customs laws also place restrictions on the

importation of goods into the United States. If your job entails

trade with other countries, you need to be familiar with the

processes and requirements that apply to your work. Each of

us must be vigilant to ensure that we comply with trade laws and

regulations—both in the United States and in the countries where

we do business. Consequences for violations of these laws are

severe for both our company and the team members involved.

In addition, we are prohibited from engaging in or appearing to

support boycotts against certain countries or companies. We

are required by law to report any requests to participate in an

unsanctioned boycott to the U.S. government. For that reason,

if you believe you have received a boycott request or have any

questions about boycott activities, it is crucial that you notify the

general counsel immediately.

20

As a good corporate citizen, Walgreens takes pridethat its team members are leaders in our communities.Each of us is encouraged to be involved in community,volunteer and charitable activities.


21


As part of our company’s commitment to honesty, we also refuse

to offer, authorize, give or promise bribes or any questionable

payments. A bribe is providing something of value—including

gifts, cash, and favors—in order to influence a business decision.

In the United States, we are governed by and must follow the

Foreign Corrupt Practices Act (FCPA) and all other laws, treaties

and regulations that make it illegal to bribe government officials.

Government officials include any elected official or any federal,

state or local government employee or contractor, as well as

any official of a foreign government.

The consequences for violating anti-bribery laws are severe,

including fines, termination and imprisonment. You are required

to report any government official who requests a bribe. Further,

if you suspect a fellow team member is engaging in unethical or

questionable conduct as it relates to bribery or kickbacks, you

should report the behavior to our general counsel immediately.

We do our part to protect the environment

Our goal is to comply with all relevant environmental laws, rules

and regulations in the places where we do business. We strive

to ensure that our products and processes are safe and of the

highest quality. If you become aware of any violation by the

company of environmental laws or regulations, you should

immediately notify your team leader, the chief compliance

officer, or the general counsel, or call the company hotline.

I’m a company accountant and I read a news article

claiming that a Walgreens supplier is violating environ-

mental protection laws. I know we are committed to

protecting the environment, but my job responsibilities

don’t deal directly with our environmental programs. Is it

okay to put aside the article, because it’s likely someone

who deals with this issue directly also read the article?

By not contacting anyone about the article, you are

not violating any policy or law, but we all are responsible

for upholding our company’s values and commitments.

Instead of ignoring it, you should share the article with

your team leader or with the appropriate department so

that the matter can be investigated and the appropriate

action can be taken to protect Walgreens and our com-

mitment to the environment.

We support our local communities

As a good corporate citizen, Walgreens takes pride that its team

members are leaders in our communities. Each of us is encouraged

to be involved in community, volunteer and charitable activities.

In fact, there are many opportunities for participating in volunteer

efforts through your employment at our company. We should,

however, not identify ourselves as representatives of Walgreens

at community events without prior approval from a team leader.

Likewise, Walgreens encourages us to support the well-being of

our communities by participating in the political activities that

interest us. However, our involvement in political activities needs

to be on our own time and at our own expense. We will not be

reimbursed by the company for any political donations we make.

In addition, we must not use company time or resources while

participating in or contributing to political or charitable causes.

We should also never use our company’s name while taking

part in these activities, and no company funds, property, or

services are to be used to support any political party or candidate

without the prior approval of the general counsel.

We may pool personal funds in the Walgreen company Political

Action Committee (PAC), though participation is voluntary. Through

the PAC, we can support candidates running for elective office who

share our company’s views on important public policy issues. We

must never use our position of authority to compel or pressure

another employee to participate in any political event or cause.

Please speak with your team leader if you need further guidance.

We communicate with a single voice

We have built a reputation of trust over the many years we have

been in business. A part of maintaining that trust means communi-

cating to our various stakeholders with a consistent and singular

voice. To ensure our corporate communications are reliable and

give a clear picture of the message we want to convey, any external

communications must be made only by authorized representatives.

If you receive any analyst inquiries, you should refer them to

Investor Relations. Any media requests should be directed to

Corporate Communications. If you have any further questions

about whom to refer an outside inquiry on any topic, you should

contact the chief compliance officer or general counsel.

Waiving our Code of Business Conduct

In extremely limited circumstances, Walgreens may find it

appropriate to waive a provision of our Code of Business

Conduct. All waivers require the written pre-approval of the

Board of Directors, the chief executive officer or the general

counsel. All waivers and exceptions will be promptly disclosed

when required by regulation or law.


Asking Questions and Raising Concerns

Walgreens hotline is managed for Walgreens by an independent

company that provides reporting services for hundreds of compa-

nies worldwide. It is available 24 hours a day, seven days a week.

You may remain anonymous, and whether or not you give your

name, your call will not be recorded. Information received by the

independent company is relayed to Walgreens compliance office

for further investigation and review as appropriate. Use the hotline

to ask a question, obtain guidance, or report an integrity concern.

Remember: You have a responsibility to report unethical

business conduct and known or suspected violations of the Code

of Business Conduct or other Walgreens policy. An issue cannot

be addressed unless it is brought to the proper person’s atten-

tion. Keep in mind that Walgreens does not tolerate retaliation

against anyone who participates in an investigation, raises a legal

or ethical concern, or reports misconduct in good faith. Good

faith means that the report was made out of genuine concern for

the company or team members involved.

All statements contained in this Code are intended to reflect

general policies, principles, and procedures. They do not repre-

sent contractual commitments on the part of the company,

and may be changed at any time without notice. Without limiting

the generality of the foregoing, nothing in this Code should be

construed to grant to any team member any right to continued

employment or benefits under any employee benefit plan, program,

or arrangement. Violations of this Code may result in disciplinary

actions, including, if appropriate, termination of employment.

If you want your voice to be heard, Walgreens needs to hear from

you. If you ever feel your integrity or the integrity of the company is

being compromised, talk with your team leader, a Loss Prevention

team member, your district manager, the chief compliance officer

or the general counsel. By the same token, support those who

raise concerns in good faith and cooperate with investigations

when they happen. Educating yourself about the right choices

is a big part of making integrity real every day.

As mentioned earlier, our Open Door Policy is a key part of our

culture. It is in place to encourage us to present ideas, raise con-

cerns and ask questions—including those of a legal or ethical

nature—without fear of retaliation. You are encouraged to address

situations first with your team leader, who is often best able to

resolve the issue. You can avoid many potential violations by sim-

ply asking for guidance before acting. In certain cases, you may

feel uncomfortable discussing a matter with your team leader, or

you might be unable to reach a satisfactory solution. If this is the

case, you should speak with any other member of management,

the chief compliance officer, general counsel, or vice president of

Employee Relations or you may call the company hotline. You will

never be punished or retaliated against for making good faith use

of our Open Door Policy.

Most concerns can be resolved by working with your team

leader, but you also have the option to report issues or

concerns by contacting:• The chief compliance officer at 847-964-6519

• The compliance office mailbox at

[email protected]

• The Walgreens Hotline at 1-800-666-5677

• The general counsel at 847-315-3004

• Employee Relations at 847-315-4455

• The compliance web portal if you reside outside the United

States at www.tnwgrc.com/walgreens.


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