x
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
WALGREEN
CO.
|
||
(Exact
name of registrant as specified in its charter)
|
||
Illinois
|
36-1924025
|
|
(State
of incorporation)
|
(I.R.S.
Employer Identification No.)
|
|
200
Wilmot Road, Deerfield, Illinois
|
60015
|
|
(Address
of principal executive offices)
|
(Zip
Code)
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Title
of each class
|
Name
of each exchange on which registered
|
|
Common
Stock ($.078125 Par Value)
|
New
York Stock Exchange
|
|
The
NASDAQ Stock Market LLC
|
||
Chicago
Stock Exchange
|
Business
|
(a)
|
General development of
business.
|
Number
of Locations
|
||||||||||||
Location
Type
|
2008
|
2007
|
2006
|
|||||||||
Drugstores
|
6,443 | 5,882 | 5,414 | |||||||||
Worksite
Facilities
|
364 | 3 | - | |||||||||
Home
Care Facilities
|
115 | 101 | 38 | |||||||||
Specialty
Pharmacies
|
10 | 8 | 6 | |||||||||
Mail
Service Facilities
|
2 | 3 | 3 | |||||||||
Total
|
6,934 | 5,997 | 5,461 |
(b)
|
Financial
information about industry
segments.
|
(c)
|
Narrative description of
business.
|
(i)
|
Principal products produced and services
rendered.
|
|
Percentage
|
|||||||||||
Product Class |
2008
|
2007
|
2006
|
|||||||||
Prescription
Drugs
|
65 | 65 | 64 | |||||||||
Non-prescription
Drugs
|
10 | 10 | 11 | |||||||||
General
Merchandise
|
25 | 25 | 25 | |||||||||
Total
Sales
|
100 | 100 | 100 |
|
(ii)
|
Status
of a product or segment.
|
|
(iii)
|
Sources
and availability of raw materials.
|
|
(iv)
|
Patents,
trademarks, licenses, franchises and concessions
held.
|
|
(v)
|
Seasonal
variations in business.
|
|
(vi)
|
Working
capital practices.
|
|
(vii)
|
Dependence
upon limited number of customers.
|
|
(ix)
|
Government
contracts.
|
|
(x)
|
Competitive
conditions.
|
|
(xi)
|
Research
and development activities.
|
|
(xii)
|
Environmental
disclosures.
|
|
(xiii)
|
Number
of employees.
|
(d)
|
Financial
information about foreign and domestic operations and export
sales.
|
(e)
|
Available
information
|
Properties
|
State
|
2008
|
2007
|
State
|
2008
|
2007
|
State
|
2008
|
2007
|
||||||||||||
Alabama
|
90 | 67 |
Maine
|
9 | 1 |
Oregon
|
62 | 47 | ||||||||||||
Arizona
|
241 | 234 |
Maryland
|
48 | 38 |
Pennsylvania
|
106 | 83 | ||||||||||||
Arkansas
|
50 | 45 |
Massachusetts
|
153 | 126 |
Rhode
Island
|
26 | 20 | ||||||||||||
California
|
525 | 476 |
Michigan
|
211 | 190 |
South
Carolina
|
83 | 66 | ||||||||||||
Colorado
|
150 | 130 |
Minnesota
|
122 | 111 |
South
Dakota
|
13 | 13 | ||||||||||||
Connecticut
|
109 | 71 |
Mississippi
|
63 | 51 |
Tennessee
|
242 | 213 | ||||||||||||
Delaware
|
64 | 59 |
Missouri
|
180 | 165 |
Texas
|
631 | 587 | ||||||||||||
District
of Columbia
|
3 | - |
Montana
|
11 | 9 |
Utah
|
36 | 27 | ||||||||||||
Florida
|
781 | 736 |
Nebraska
|
56 | 49 |
Vermont
|
4 | 2 | ||||||||||||
Georgia
|
166 | 125 |
Nevada
|
76 | 63 |
Virginia
|
93 | 72 | ||||||||||||
Hawaii
|
1 | - |
New
Hampshire
|
31 | 20 |
Washington
|
115 | 106 | ||||||||||||
Idaho
|
32 | 20 |
New
Jersey
|
138 | 101 |
West
Virginia
|
11 | 1 | ||||||||||||
Illinois
|
549 | 528 |
New
Mexico
|
57 | 54 |
Wisconsin
|
221 | 195 | ||||||||||||
Indiana
|
205 | 181 |
New
York
|
208 | 117 |
Wyoming
|
8 | 8 | ||||||||||||
Iowa
|
68 | 59 |
North
Carolina
|
148 | 113 |
Guam
|
1 | - | ||||||||||||
Kansas
|
61 | 57 |
North
Dakota
|
1 | 1 |
Puerto
Rico
|
95 | 73 | ||||||||||||
Kentucky
|
89 | 69 |
Ohio
|
259 | 223 |
TOTAL
|
6,934 | 5,997 | ||||||||||||
Louisiana
|
127 | 109 |
Oklahoma
|
105 | 86 |
Legal
Proceedings
|
Submission of Matters
to a Vote of Security
Holders
|
NAME AND BUSINESS
EXPERIENCE
|
AGE
|
OFFICE HELD
|
||
Alan
G. McNally
|
62
|
Chairman
of the Board and Acting Chief Executive
Officer
|
||
Special
Advisor to Harris Financial Corporation since January
2007
|
|
|||
Director
of Harris Financial Corporation May 2006 to December
2006
|
||||
Chairman
of the Board of Harris Financial Corporation April
1998 to May 2006
|
||||
Chairman
of the Board of Harris Trust and Savings Bank and
Harris Bankcorp, Inc. April 1995 to
January 2004
|
||||
Chief
Executive Officer of Harris Trust and Savings Bank and Harris Bankcorp.
Inc. from September
1993 to September 2002
|
||||
Senior
Advisor to TeleTech North America February 2003 to
September 2006
|
||||
Director
since 1999
|
||||
Gregory
D. Wasson
|
50
|
President
and Chief Operating Officer
|
||
President
and Chief Operating Officer since May 2007
|
||||
Executive
Vice President from October 2005 to April 2007
|
||||
Senior
Vice President February 2004 to October 2005
|
||||
Vice
President October 2001 to February 2004
|
||||
President,
Walgreens Health Initiatives, Inc. March 2002
to April 2007
|
||||
George
J. Riedl
|
48
|
Executive
Vice President
|
||
Executive
Vice President since January 2006
|
||||
Senior
Vice President January 2003 to January 2006
|
||||
Mark
A. Wagner
|
47
|
Executive
Vice President
|
||
Executive
Vice President since March 2006
|
||||
Senior
Vice President February 2002 to March 2006
|
||||
Stanley
B. Blaylock
|
45
|
Senior
Vice President
|
||
Senior
Vice President since January 2008
|
||||
Vice
President October 2007 to January 2008
|
||||
Divisional
Vice President January 2007 to October 2007
|
||||
Senior
Vice President, Walgreens Health Services January
2007 to October 2007
|
||||
Vice
President, Specialty Pharmacy, Walgreens
Health Services
August 2006 to
January 2007
|
||||
President
and Chief Executive Officer, Medmark Inc. October
2005 to August 2006
|
||||
President,
Medmark Inc. June 2005 to October 2005
|
||||
Executive
Vice President, Chief Financial Officer and Chief
Administrative Officer, Medmark Inc.
August 2003
to June 2005
|
||||
R.
Bruce Bryant
|
58
|
Senior
Vice President
|
||
Senior
Vice President since September 2000
|
||||
Sona
Chawla
|
41
|
Senior
Vice President
|
||
Senior
Vice President since July 2008
|
||||
Vice
President, Global Online Business, Dell, Inc. December
2006 to May 2008
|
||||
Executive
Vice President, Online Sales, Service and Marketing,
Wells Fargo & Company March
2005 to October
2006
|
||||
Executive
Vice President, Web Channel Management, Wells
Fargo & Company June 2003 to February
2005
|
||||
Kermit
R. Crawford
|
49
|
Senior
Vice President
|
||
Senior
Vice President since September 2007
|
||||
Vice
President from October 2005 to September 2007
|
||||
Executive
Vice President, Walgreens Health Initiatives, Inc.
October 2005 to September 2007
|
||||
Vice
President, Walgreens Health Initiatives, Inc. September
2004 to October 2005
|
||||
Operations
Vice President October 2000 to September 2004
|
||||
Debra
M. Ferguson
|
51
|
Senior
Vice President
|
||
Senior
Vice President since February 2007
|
||||
Operations
Vice President April 2002 to April 2007
|
||||
Dana
I. Green
|
58
|
Senior
Vice President, General Counsel and
Corporate Secretary
|
||
Senior Vice President, General Counsel and Corporate Secretary since January 2005 | ||||
Senior
Vice President February 2004 to January 2005
|
||||
Vice
President May 2000 to February 2004
|
NAME AND BUSINESS EXPERIENCE |
AGE
|
OFFICE HELD | ||
William
M. Handal
|
59
|
Senior
Vice President
|
||
Senior
Vice President since March 2006
|
||||
Operations
Vice President September 2000 to March 2006
|
||||
Donald
C. Huonker, Jr.
|
47
|
Senior
Vice President
|
||
Senior
Vice President since July 2007
|
||||
Vice
President from April 2006 to July 2007
|
||||
Vice
President, Pharmacy Services April 2005
to April 2006
|
||||
Operations
Vice President April 2003 to April 2005
|
||||
J.
Randolph Lewis
|
58
|
Senior
Vice President
|
||
Senior
Vice President since January 2000
|
||||
Wade
D. Miquelon
|
43
|
Senior
Vice President and Chief Financial
Officer
|
||
Senior
Vice President and Chief Financial Officer since June
2008
|
||||
Executive
Vice President and Chief Financial Officer, Tyson
Foods, Inc. June 2006 to June 2008
|
||||
Vice
President, Finance, Western Europe, The Proctor & Gamble
Company September 2003 to June
2006
|
||||
Hal
F. Rosenbluth
|
56
|
Senior
Vice President
|
||
Senior
Vice President since August 2008
|
||||
Vice
President April 2008 to August 2008
|
||||
Chairman,
Take Care Health Systems since October
2004
|
||||
Chairman
and Chief Executive Officer, Rosenbluth International
through November 2003
|
||||
William
M. Rudolphsen
|
53
|
Senior
Vice President and Chief Risk Officer
|
||
Senior
Vice President and Chief Risk Officer since June 2008
|
||||
Senior
Vice President and Chief Financial Officer January
2004 to June 2008
|
||||
Controller
January 1998 to January 2004
|
||||
William
A. Shiel
|
57
|
Senior
Vice President
|
||
Senior
Vice President since July 1993
|
||||
Kevin
P. Walgreen
|
47
|
Senior
Vice President
|
||
Senior
Vice President since January 2006
|
||||
Operations
Vice President January 1995 to January 2006
|
||||
Kenneth
R. Weigand
|
51
|
Senior
Vice President
|
||
Senior
Vice President since January 2007
|
||||
Vice
President January 2005 to January 2007
|
||||
Divisional
Vice President May 2000 to January 2005
|
||||
Kimberly
L. Feil
|
49
|
Vice
President and Chief Marketing Officer
|
||
Vice
President and Chief Marketing Officer since September
2008
|
||||
Senior
Vice President and Chief Marketing Officer, Sara Lee
North America September 2005 to May
2008
|
||||
Vice
President and Senior Marketing Officer, Kimberly-Clark
Corporation February 2005 to September
2005
|
||||
Chief
Executive Officer, Mosaic InfoForce, March 2003 to February
2005
|
||||
Mia
M. Scholz
|
42
|
Vice
President and Controller
|
||
Vice
President since October 2007
|
||||
Controller
since January 2004
|
||||
Divisional
Vice President January 2004 to October 2007
|
||||
Director,
Internal Audit November 1999 to January 2004
|
||||
John
W. Spina
|
49
|
Vice
President and Treasurer
|
||
Vice
President and Treasurer since April 2007
|
||||
Operations
Vice President April 2005 to April 2007
|
||||
Director,
Drugstore Administration April 2003 to April 2005
|
NAME AND BUSINESS EXPERIENCE |
AGE
|
OFFICE HELD | ||
David
A. Van Howe
|
50
|
Vice
President
|
||
Vice
President since April 2007
|
||||
Divisional
Vice President January 2004 to April 2007
|
||||
Denise
K. Wong
|
50
|
Vice
President and Chief Information Officer
|
||
Vice
President and Chief Information Officer since May 2007
|
|
|||
Divisional
Vice President December 2001 to May 2007
|
||||
Robert
G. Zimmerman
|
56
|
Vice
President
|
||
Vice
President since April 2006
|
||||
Chief
Administration and Finance Officer, Walgreens Health
Initiatives, Inc. since April 2006
|
||||
Divisional
Vice President, Walgreens Health Initiatives, Inc.
September 2001 to April 2006
|
||||
Chester
G. Young
|
63
|
General
Auditor
|
||
Divisional
Vice President since January 1995
|
||||
Market for
Registrant's Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity
Securities
|
Quarter
Ended
|
2008
|
2007
|
||||||
November
|
$ | .0950 | $ | .0775 | ||||
February
|
.0950 | .0775 | ||||||
May
|
.0950 | .0775 | ||||||
August
|
.1125 | .0950 | ||||||
Fiscal
Year
|
$ | .3975 | $ | .3275 |
Issuer Purchases of Equity
Securities
|
||||||||||||||||
Period
|
Total
Number of Shares Purchased (1)
|
Average
Price Paid per Share
|
Total
Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(2)
|
Approximate
Dollar Value of Shares that May Yet Be Purchased Under the Plans or
Programs (2)
|
||||||||||||
06/01/2008
- 06/30/2008
|
- | - | - | $ | 655,123,821 | |||||||||||
07/01/2008-
07/31/2008
|
1,000,000 | $ | 37.3743 | - | $ | 655,123,821 | ||||||||||
08/01/2008-08/31/2008
|
1,000,000 | $ | 36.4917 | - | $ | 655,123,821 | ||||||||||
Total
|
2,000,000 | $ | 36.9330 | - | $ | 655,123,821 |
(1)
|
The
company repurchased an aggregate of 2,000,000 shares of its common stock
in open-market transactions to satisfy the requirements of the company's
employee stock purchase and option plans, as well as the company's
Nonemployee Director Stock Plan. These share repurchases were
not made pursuant to a publicly announced repurchase plan or
program.
|
(2)
|
On
January 10, 2007, the Board of Directors approved a stock repurchase
program ("2007 repurchase program"), pursuant to which up to $1,000
million of the company's common stock may be purchased prior to the
expiration date of the program on January 10, 2011. This
program was announced in the company's report on Form 8-K, which was filed
on January 11, 2007. The total remaining authorization under
the repurchase program was $655,123,821 as of August 31,
2008.
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
|
Financial Statements
and Supplementary Data
|
Changes in and
Disagreements with Accountants on Accounting and Financial
Disclosure
|
Controls and
Procedures
|
Other
Information
|
Directors, Executive
Officer and Corporate
Governance
|
Executive
Compensation
|
Security Ownership of
Certain Beneficial Owners and Management and Related Stockholder
Matters
|
Certain Relationships
and Related Party Transactions and Director
Independence
|
Principal Accounting
Fees and Services
|
Fiscal Year
2008
|
Fiscal Year
2007
|
|||||||
Audit
Fees (1)
|
$
|
1,980,000
|
$
|
1,916,000
|
||||
Audit-Related
Fees (2)
|
11,000
|
11,000
|
||||||
Tax
Fees (3)
|
22,000
|
77,000
|
||||||
All
Other
Fees
|
—
|
—
|
||||||
Total
Fees
|
$
|
2,013,000
|
$
|
2,004,000
|
(1)
|
Audit
fees cover: professional services performed by Deloitte in the
audit of the Company’s annual financial statements included in the annual
report on Form 10-K; audit of the effectiveness of internal control over
financial reporting; the review of financial statements included in the
Company’s quarterly reports on Form 10-Q; and services normally provided
in connection with statutory and regulatory filings or
engagements.
|
|
(2)
|
Audit-related
fees consist of fees billed for assurance and related services performed
by Deloitte that are reasonably related to the performance of the audit or
review of the Company’s financial statements. This includes
audits of employee benefits plans and consultations with respect to
financial reporting and accounting standards. There were no
audit-related fees approved during fiscal years 2008 and 2007 pursuant to
the de minimis exception under Rule 2-01(c)(7)(i)(C) of Regulation S-X
promulgated by the SEC.
|
|
(3)
|
Tax
fees consist of fees billed for professional services performed by
Deloitte with respect to tax compliance, tax advice and tax
planning. This includes preparation of original and amended tax
returns for the Company and its subsidiaries, refund claims, tax appeals,
and tax work stemming from “Audit-Related” items. There were no
tax fees approved during fiscal years 2008 and 2007 pursuant to the de
minimis exception provided in Rule 2-01(c)(7)(i)(C) of Regulation S-X
promulgated by the SEC.
|
Exhibits and Financial
Statement Schedules
|
(a)
|
Documents
filed as part of this report
|
|
(1)
|
The
following financial statements, supplementary data, and report of
independent public accountants appearing in the 2008 Annual Report are
incorporated herein by reference.
|
Annual
Report Page Number
|
|
Consolidated
Statements of Earnings and Shareholders' Equity for the years ended August
31, 2008, 2007 and 2006
|
23
|
Consolidated
Balance Sheets at August 31, 2008 and 2007
|
25
|
Consolidated
Statements of Cash Flows for the years ended August 31, 2008, 2007 and
2006
|
26
|
Notes
to Consolidated Financial Statements
|
27
- 34
|
Management's
Report on Internal Control
|
36
|
Report
of Independent Registered Public Accounting Firm
|
36
|
|
(2)
|
The
following financial statement schedule and related report of the
independent registered public accounting firm is included
herein.
|
10-K Page Number
|
|
Schedule
II Valuation and Qualifying Accounts
|
24
|
Report
of Independent Registered Public Accounting Firm
|
25
|
|
(3)
|
Exhibits
10(a) through 10(r) constitute management contracts or compensatory plans
or arrangements required to be filed as exhibits pursuant to Item 15(b) of
this Form 10-K.
|
(b)
|
Exhibits
|
1.
|
Underwriting
Agreement dated July 14, 2008, by and among Walgreen Co. and Banc of
America Securities LLC and J.P. Morgan Securities Inc., as representatives
of the several underwriters named therein, filed with the Securities and
Exchange Commission on July 17, 2008 as Exhibit 1.1 to the Walgreen Co.’s
Current Report on Form 8-K (File No. 1-00604), and incorporated by
reference herein.
|
|
2.1
|
Agreement
and Plan of Merger, dated as of July 2, 2007, by and among Walgreen Co.,
Bison Acquisition Sub Inc. and Option Care, Inc., filed with the
Securities and Exchange Commission on July 3, 2007 as Exhibit 2.1 to
Walgreen Co.’s Current Report on Form 8-K (File No. 1-00604), and
incorporated by reference herein.
|
|
2.2
|
Agreement
and Plan of Merger dated March 14, 2008 by and among Walgreen Co., Putter
Acquisition Sub, Inc. and I-trax, Inc., filed with the Securities and
Exchange Commission on March 17, 2008 as Exhibit 2.1 to Walgreen Co.’s
Current Report on Form 8-K (File No. 1-00604), and incorporated by
reference herein.
|
|
3.1
|
Articles
of Incorporation of Walgreen Co., as amended, filed with the Securities
and Exchange Commission as Exhibit 3(a) to Walgreen Co.’s Quarterly Report
on Form 10-Q for the quarter ended February 28, 1999 (File No. 1-00604),
and incorporated by reference herein.
|
|
3.2
|
Amended
and Restated By-Laws of Walgreen Co., as amended effective as of September
1, 2008, filed with the Securities and Exchange Commission on September 5,
2008 as Exhibit 3.1 to Walgreen Co.’s Current Report on Form 8-K (File No.
1-00604), and incorporated by reference herein.
|
|
4.1
|
Form
of 4.875% Note due 2013, filed with the Securities and Exchange Commission
on July 17, 2008 as Exhibit 4.1 to Walgreen Co.’s Current Report on Form
8-K (File No. 1-00604), and incorporated by reference
herein.
|
|
4.2
|
Form
of Indenture between Walgreen Co. and Wells Fargo Bank, National
Association, filed with the Securities and Exchange Commission on July 14,
2008 as Exhibit 4.3 to the Walgreen Co.’s registration statement on Form
S-3ASR (File No. 333-152315), and incorporated by reference
herein.
|
|
10.1
|
Top
Management Long-Term Disability Plan, filed with the Securities and
Exchange Commission as Exhibit 10 to Walgreen Co.’s Annual Report on Form
10-K for the fiscal year ended August 31, 1990 (File No. 1-00604), and
incorporated by reference herein.
|
|
10.2
|
Executive
Short-Term Disability Plan Description, filed with the Securities and
Exchange Commission as Exhibit 10 to Walgreen Co.’s Annual Report on Form
10-K for the fiscal year ended August 31, 1990 (File No. 1-00604), and
incorporated by reference herein.
|
|
10.3
|
Walgreen
Co. Management Incentive Plan (as amended and restated effective September
1, 2008).
|
10.4
|
Walgreen
Co. Long-Term Performance Incentive Plan (amendment and restatement of the
Walgreen Co. Restricted Performance Share Plan), filed with the Securities
and Exchange Commission on January 11, 2007 as Exhibit 10.1 to Walgreen
Co.’s Current Report on Form 8-K (File No. 1-00604), and incorporated by
reference herein.
|
|
10.5
|
Walgreen
Co. Long-Term Performance Incentive Plan Amendment No. 1 (effective
January 10, 2007), filed with the Securities and Exchange Commission as
Exhibit 10.2 to Walgreen Co.’s Quarterly Report on Form 10-Q for the
quarter ended February 28, 2007 (File No. 1-00604), and incorporated by
reference herein.
|
|
10.6
|
Walgreen
Co. Executive Stock Option Plan (effective January 11, 2006), as amended
and restated, filed with the Securities and Exchange Commission on January
17, 2006 as Exhibit 10.1 to Walgreen Co.’s Current Report on Form 8-K
(File No. 1-00604), and incorporated by reference
herein.
|
|
10.7
|
Walgreen
Co. Executive Stock Option Plan Amendment No. 1 (effective October 11,
2006), filed with the Securities and Exchange Commission as Exhibit 10(a)
to Walgreen Co.’s Quarterly Report on Form 10-Q for the quarter ended
November 30, 2006 (File No. 1-00604), and incorporated by reference
herein.
|
|
||
|
10.8
|
Walgreen
Co. Executive Stock Option Plan Amendment No. 2 (effective September 1,
2007), filed with the Securities and Exchange Commission as Exhibit
10(e)(iii) to Walgreen Co.’s Annual Report on Form 10-K for the fiscal
year ended August 31, 2007, and incorporated by reference
herein.
|
10.9
|
Form
of Stock Option Agreement (Grades 12 through 17), filed with the
Securities and Exchange Commission as Exhibit 10(e)(ii) to Walgreen Co.’s
Annual Report on Form 10-K for the fiscal year ended August 31, 2004 (File
No. 1-00604), and incorporated by reference herein.
|
|
10.10
|
Form
of Stock Option Agreement (Grades 18 and above), filed with the Securities
and Exchange Commission as Exhibit 10(e)(iii) to Walgreen Co.’s Annual
Report on Form 10-K for the fiscal year ended August 31, 2004 (File No.
1-00604), and incorporated by reference herein.
|
|
10.11
|
Form
of Stock Option Agreement (Grades 12 through 17) (effective September 1,
2008).
|
|
10.12
|
Form
of Stock Option Agreement (Grades 18 and above) (effective September 1,
2008).
|
|
10.13
|
Form
of Restricted Stock Unit Award Agreement (effective September 1,
2008).
|
|
10.14
|
Form
of Performance Share Contingent Award Agreement (effective September 1,
2008).
|
|
10.15
|
Form
of Restricted Stock Award Agreement (effective June
2008).
|
|
10.16
|
Walgreen
Co. 1986 Director’s Deferred Fee/Capital Accumulation Plan, filed with the
Securities and Exchange Commission as Exhibit 10 to Walgreen Co.’s Annual
Report on Form 10-K for the fiscal year ended August 31, 1986 (File No.
1-00604), and incorporated by reference herein.
|
|
10.17
|
Walgreen
Co. 1987 Director’s Deferred Fee/Capital Accumulation Plan, filed with the
Securities and Exchange Commission as Exhibit 10 to Walgreen Co.’s
Quarterly Report on Form 10-Q for the quarter ended November 30, 1986
(File No. 1-00604), and incorporated by reference
herein.
|
|
10.18
|
Walgreen
Co. 1988 Director’s Deferred Fee/Capital Accumulation Plan, filed with the
Securities and Exchange Commission as Exhibit 10 to Walgreen Co.’s
Quarterly Report on Form 10-Q for the quarter ended November 30, 1987
(File No. 1-00604), and incorporated by reference
herein.
|
|
10.19
|
Walgreen
Co. 1992 Director’s Deferred Retainer Fee/Capital Accumulation Plan, filed
with the Securities and Exchange Commission as Exhibit 10 to Walgreen
Co.’s Annual Report on Form 10-K for the fiscal year ended August 31, 1992
(File No. 1-00604), and incorporated by reference
herein.
|
|
10.20
|
Walgreen
Co. 1986 Executive Deferred Compensation/Capital Accumulation Plan, filed
with the Securities and Exchange Commission as Exhibit 10 to Walgreen
Co.’s Annual Report on Form 10-K for the fiscal year ended August 31, 1986
(File No. 1-00604), and incorporated by reference
herein.
|
|
10.21
|
Walgreen
Co. 1988 Executive Deferred Compensation/Capital Accumulation Plan, filed
with the Securities and Exchange Commission as Exhibit 10 to Walgreen
Co.’s Quarterly Report on Form 10-Q for the quarter ended November 30,
1987 (File No. 1-00604), and incorporated by reference
herein.
|
|
10.22
|
Amendments
to Walgreen Co. 1986 and 1988 Executive Deferred Compensation/Capital
Accumulation Plans, filed with the Securities and Exchange Commission as
Exhibit 10 to Walgreen Co.’s Quarterly Report on Form 10-Q for the quarter
ended November 30, 1988 (File No. 1-00604), and incorporated by reference
herein.
|
|
10.23
|
Walgreen
Co. 1992 Executive Deferred Compensation/Capital Accumulation Plan Series
1, filed with the Securities and Exchange Commission as Exhibit 10 to
Walgreen Co.’s Annual Report on Form 10-K for the fiscal year ended August
31, 1992 (File No. 1-00604), and incorporated by reference
herein.
|
|
10.24
|
Walgreen
Co. 1992 Executive Deferred Compensation/Capital Accumulation Plan Series
2, filed with the Securities and Exchange Commission as Exhibit 10 to
Walgreen Co.’s Annual Report on Form 10-K for the fiscal year ended August
31, 1992 (File No. 1-00604), and incorporated by reference
herein.
|
10.25
|
Walgreen
Co. 1997 Executive Deferred Compensation/Capital Accumulation Plan Series
1, filed with the Securities and Exchange Commission as Exhibit 10(c) to
Walgreen Co.’s Quarterly Report on Form 10-Q for the quarter ended
February 28, 1997 (File No. 1-00604), and incorporated by reference
herein.
|
10.26
|
Walgreen
Co. 1997 Executive Deferred Compensation/Capital Accumulation Plan Series
2, filed with the Securities and Exchange Commission as Exhibit 10(d) to
Walgreen Co.’s Quarterly Report on Form 10-Q for the quarter ended
February 28, 1997 (File No. 1-00604), and incorporated by reference
herein.
|
|
10.27
|
Walgreen
Co. 2001 Executive Deferred Compensation/Capital Accumulation Plan, filed
with the Securities and Exchange Commission as Exhibit 10(g) to Walgreen
Co.’s Annual Report on Form 10-K for the fiscal year ended August 31, 2001
(File No. 1-00604), and incorporated by reference
herein.
|
|
10.28
|
Walgreen
Co. 2002 Executive Deferred Compensation/Capital Accumulation Plan, filed
with the Securities and Exchange Commission as Exhibit 10(g) to Walgreen
Co.’s Annual Report on Form 10-K for the fiscal year ended August 31, 2002
(File No. 1-00604), and incorporated by reference
herein.
|
10.29
|
Walgreen
Co. 2006 Executive Deferred Compensation/Capital Accumulation Plan
(effective January 1, 2006), filed with the Securities and Exchange
Commission as Exhibit 10(b) to Walgreen Co.’s Quarterly Report on Form
10-Q for the fiscal quarter ended November 30, 2005 (File No. 1-00604),
and incorporated by reference herein.
|
|
10.30
|
Share
Walgreens Stock Purchase/Option Plan (effective October 1, 1992), as
amended, filed with the Securities and Exchange Commission as Exhibit
10(d) to Walgreen Co.’s Quarterly Report on Form 10-Q for the quarter
ended February 28, 2003 (File No. 1-00604), and incorporated by reference
herein.
|
|
10.31
|
Share
Walgreens Stock Purchase/Option Plan Amendment No. 4 (effective July 15,
2005), as amended, filed with the Securities and Exchange Commission as
Exhibit 10(h)(ii) to Walgreen Co.’s Annual Report on Form 10-K for the
fiscal year ended August 31, 2005 (File No. 1-00604), and incorporated by
reference herein.
|
|
10.32
|
Share
Walgreens Stock Purchase/Option Plan Amendment No. 5 (effective October
11, 2006), filed with the Securities and Exchange Commission as Exhibit
10(b) to Walgreen Co.’s Quarterly Report on Form 10-Q for the quarter
ended November 30, 2006 (File No. 1-00604), and incorporated by reference
herein.
|
|
10.33
|
Walgreen
Select Senior Executive Retiree Medical Expense Plan, filed with the
Securities and Exchange Commission as Exhibit 10(j) to Walgreen Co.’s
Annual Report on Form 10-K for the fiscal year ended August 31, 1996 (File
No. 1-00604), and incorporated by reference herein.
|
|
10.34
|
Walgreen
Select Senior Executive Retiree Medical Expense Plan Amendment No. 1
(effective August 1, 2002), filed with the Securities and Exchange
Commission as Exhibit 10(a) to Walgreen Co.’s Quarterly Report on Form
10-Q for the quarter ended February 28, 2003 (File No. 1-00604), and
incorporated by reference herein.
|
|
10.35
|
Walgreen
Co. Profit-Sharing Restoration Plan (as restated effective January 1,
2003), filed with the Securities and Exchange Commission as Exhibit 10(b)
to Walgreen Co.’s Quarterly Report on Form 10-Q for the quarter ended May
31, 2003 (File No. 1-00604), and incorporated by reference
herein.
|
|
10.36
|
Walgreen
Co. Profit-Sharing Restoration Plan Amendment No. 1 (effective January 1,
2008).
|
|
10.37
|
Walgreen
Co. Retirement Plan for Outside Directors, filed with the Securities and
Exchange Commission as Exhibit 10 to Walgreen Co.’s Annual Report on Form
10-K for the fiscal year ended August 31, 1989 (File No. 1-00604), and
incorporated by reference herein.
|
|
10.38
|
Walgreen
Section 162(m) Deferred Compensation Plan (effective October 12, 1994),
filed with the Securities and Exchange Commission as Exhibit 10(d) to
Walgreen Co.’s Quarterly Report on Form 10-Q for the quarter ended
November 30, 1994 (File No. 1-00604), and incorporated by reference
herein.
|
|
10.39
|
Walgreen
Section 162(m) Deferred Compensation Plan Amendment No. 1 (effective July
9, 2003), filed with the Securities and Exchange Commission as Exhibit
10(n) to Walgreen Co.’s Annual Report on Form 10-K for the fiscal year
ended August 31, 2003 (File No. 1-00604), and incorporated by reference
herein.
|
|
10.40
|
Walgreen
Section 162(m) Deferred Compensation Plan Amendment No. 2 (effective
January 1, 2008), filed with the Securities and Exchange Commission as
Exhibit 10(a) to Walgreen Co.’s Quarterly Report on Form 10-Q for the
quarter ended November 30, 2007 (File No. 1-00604), and incorporated by
reference herein.
|
|
10.41
|
Walgreen
Co. Nonemployee Director Stock Plan, as amended and restated (effective
January 14, 2004), filed with the Securities and Exchange Commission as
Exhibit 10(a) to Walgreen Co.’s Quarterly Report on Form 10-Q for the
quarter ended February 29, 2004 (File No. 1-00604), and incorporated by
reference herein.
|
|
10.42
|
Walgreen
Co. Nonemployee Director Stock Plan Amendment No. 1 (effective October 12,
2005), filed with the Securities and Exchange Commission as Exhibit 10(a)
to Walgreen Co.’s Quarterly Report on Form 10-Q for the quarter ended
November 30, 2005 (File No. 1-00604), and incorporated by reference
herein.
|
|
10.43
|
Walgreen
Co. Nonemployee Director Stock Plan Amendment No. 2 (effective October 11,
2006), filed with the Securities and Exchange Commission as Exhibit 10(f)
to Walgreen Co.’s Quarterly Report on Form 10-Q for the quarter ended
November 30, 2006 (File No. 1-00604), and incorporated by reference
herein.
|
10.44
|
Walgreen
Co. Option 3000 Plan (effective May 2, 2000), filed with the Securities
and Exchange Commission as Exhibit 10(e) to Walgreen Co.’s Quarterly
Report on Form 10-Q for the quarter ended February 28, 2003 (File No.
1-00604), and incorporated by reference herein.
|
|
10.45
|
Walgreen
Co. Option 3000 Plan Amendment No. 1 (effective October 11, 2006), filed
with the Securities and Exchange Commission as Exhibit 10(d) to Walgreen
Co.’s Quarterly Report on Form 10-Q for the quarter ended November 30,
2006 (File No. 1-00604), and incorporated by reference
herein.
|
|
10.46
|
Walgreen
Co. Broad-Based Stock Option Plan (effective July 10, 2002), filed with
the Securities and Exchange Commission as Exhibit 10(p) to Walgreen Co.’s
Annual Report on Form 10-K for the fiscal year ended August 31, 2002 (File
No. 1-00604), and incorporated by reference herein.
|
|
10.47
|
Walgreen
Co. Broad-Based Employee Stock Option Plan Amendment No. 1 (effective
April 1, 2003), filed with the Securities and Exchange Commission as
Exhibit 10(c) to Walgreen Co.’s Quarterly Report on Form 10-Q for the
quarter ended May 31, 2003 (File No. 1-00604), and incorporated by
reference herein.
|
|
10.48
|
Walgreen
Co. Broad-Based Employee Stock Option Plan Amendment No. 2 (effective
October 11, 2006), filed with the Securities and Exchange Commission as
Exhibit 10(e) to Walgreen Co.’s Quarterly Report on Form 10-Q for the
quarter ended November 30, 2006 (File No. 1-00604), and incorporated by
reference herein.
|
|
10.49
|
Form
of Memorandum Summarizing Executive Retirement Benefits, filed with the
Securities and Exchange Commission as Exhibit 10(a) to Walgreen Co.’s
Quarterly Report on Form 10-Q for the fiscal quarter ended February 28,
2005 (File No. 1-00604), and incorporated by reference
herein.
|
|
10.50
|
Form
of Change of Control Employment Agreements, filed with the Securities and
Exchange Commission as Exhibit 10 to Walgreen Co.’s Current Report on Form
8-K dated October 18, 1988 (File No. 1-00604), and incorporated by
reference herein.
|
|
10.51
|
Amendment
to Employment Agreements adopted July 12, 1989, filed with the Securities
and Exchange Commission as Exhibit 10 to Walgreen Co.’s Annual Report on
Form 10-K for the fiscal year ended August 31, 1989 (File No. 1-00604),
and incorporated by reference herein.
|
|
10.52
|
Separation
and Release Agreement entered into between Walgreen Co. and Trent E.
Taylor, dated February 27, 2008, filed with the Securities and
Exchange Commission on March 4, 2008 as Exhibit 99.1 to Walgreen Co.’s
Current Report on Form 8-K (File No. 1-00604), and incorporated by
reference herein.
|
|
10.53
|
Retirement
and Non-Competition Agreement effective as of October 10, 2008 between
Jeffrey A. Rein and Walgreen Co., filed with the Securities and
Exchange Commission on October 17, 2008 as Exhibit 99.1 to Walgreen Co.’s
Current Report on Form 8-K (File No. 1-00604), and incorporated by
reference herein.
|
|
11.
|
The
required information for this Exhibit is contained in the Consolidated
Statements of Earnings and Shareholders Equity for the years ended August
31, 2008, 2007 and 2006 and also in the Notes to Consolidated Financial
Statements, each appearing in the Annual Report and previously referenced
in Part IV, Item 15, Section (a)(1).
|
|
12.
|
Computation
of Ratio of Earnings to Fixed Charges.
|
|
13.
|
Annual
Report to shareholders for the fiscal year ended August 31,
2008. This report, except for those portions thereof which are
expressly incorporated by reference in this Form 10-K, is being furnished
for the information of the Securities and Exchange Commission and is not
deemed to be "filed" as a part of the filing of this Form
10-K.
|
|
21.
|
Subsidiaries
of the Registrant.
|
|
23.
|
Consent
of Independent Registered Accounting Firm.
|
|
31.1
|
Certification
of the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification
of the Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
32.1
|
Certification
of the Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
|
|
32.2
|
Certification
of the Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, 18 U.S.C. Section
1350.
|
Classification
|
Balance
at Beginning of Period
|
Additions
Charged to Costs and Expenses
|
Deductions
|
Balance
at End of Period
|
||||||||||||
Allowances
deducted from receivables for doubtful accounts -
|
||||||||||||||||
Year
Ended August 31, 2008
|
$ | 69 | $ | 88 | $ | (61 | ) | $ | 96 | |||||||
Year
Ended August 31, 2007
|
$ | 57 | $ | 72 | $ | (60 | ) | $ | 69 | |||||||
Year
Ended August 31, 2006
|
$ | 45 | $ | 58 | $ | (46 | ) | $ | 57 |
WALGREEN
CO.
|
||||||
(Registrant)
|
||||||
By
|
||||||
/s/
|
Wade
D. Miquelon
|
Senior
Vice President and
|
Date:
October 28, 2008
|
|||
Wade
D. Miquelon
|
Chief
Financial Officer
|
Name
|
Title
|
Date
|
||||
/s/
|
Alan
G. McNally
|
Chairman
of the Board and
|
October 28, 2008
|
|||
Alan
G. McNally
|
acting
Chief Executive Officer
|
|||||
(Principal
Executive Officer)
|
||||||
/s/
|
Wade
D. Miquelon
|
Senior
Vice President and
|
October 28, 2008 | |||
Wade
D. Miquelon
|
Chief
Financial Officer
|
|||||
(Principal
Financial
|
||||||
Officer)
|
||||||
/s/
|
Mia
M. Scholz
|
Vice
President and Controller
|
October 28, 2008 | |||
Mia
M. Scholz
|
(Principal
Accounting Officer)
|
|||||
/s/
|
William
C. Foote
|
Director
|
October 28, 2008 | |||
William
C. Foote
|
||||||
/s/
|
Cordell
Reed
|
Director
|
October 28, 2008 | |||
Cordell
Reed
|
||||||
/s/
|
|
Nancy
M. Schlichting
|
Director
|
October 28, 2008 | ||
Nancy
M. Schlichting
|
||||||
/s/
|
David
Y. Schwartz
|
Director
|
October 28, 2008 | |||
David
Y. Schwartz
|
||||||
/s/
|
Alejandro
Silva
|
Director
|
October 28, 2008 | |||
Alejandro
Silva
|
||||||
/s/
|
James
A. Skinner
|
Director
|
October 28, 2008 | |||
James
A. Skinner
|
||||||
|
||||||
/s/
|
Marilou
M. von Ferstel
|
Director
|
October 28, 2008 | |||
Marilou
M. von Ferstel
|
||||||
/s/
|
C.R.
Walgreen III
|
Director
|
October 28, 2008 | |||
C.R.
Walgreen III
|