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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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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) |
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 |
Part 1 | |
Part II | |
Part III | |
Part IV | |
Business |
|
(a) |
General development of business. |
Number of Locations |
||||||||||||
Location Type |
2009 |
2008 |
2007 |
|||||||||
Drugstores |
6,997 | 6,443 | 5,882 | |||||||||
Worksite Facilities |
377 | 364 | 3 | |||||||||
Home Care Facilities |
105 | 115 | 101 | |||||||||
Specialty Pharmacies |
15 | 10 | 8 | |||||||||
Mail Service Facilities |
2 | 2 | 3 | |||||||||
Total |
7,496 | 6,934 | 5,997 |
|
(b) |
Financial information about industry segments. |
|
(c) |
Narrative description of business. |
|
(i) |
Principal products produced and services rendered. |
Percentage | ||||||||||||
Product Class |
2009 |
2008 | 2007 | |||||||||
Prescription Drugs | 65 | 65 | 65 | |||||||||
Non-prescription Drugs | 10 | 10 | 10 | |||||||||
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 |
State |
2009 |
2008 |
State |
2009 |
2008 |
State |
2009 |
2008 |
||||||||||||||||||
Alabama |
99 | 90 |
Louisiana |
134 | 127 |
Oklahoma |
109 | 105 | ||||||||||||||||||
Alaska |
3 | - |
Maine |
9 | 9 |
Oregon |
69 | 62 | ||||||||||||||||||
Arizona |
250 | 241 |
Maryland |
56 | 48 |
Pennsylvania |
123 | 106 | ||||||||||||||||||
Arkansas |
55 | 50 |
Massachusetts |
165 | 153 |
Rhode Island |
29 | 26 | ||||||||||||||||||
California |
570 | 525 |
Michigan |
225 | 211 |
South Carolina |
102 | 83 | ||||||||||||||||||
Colorado |
165 | 150 |
Minnesota |
138 | 122 |
South Dakota |
14 | 13 | ||||||||||||||||||
Connecticut |
117 | 109 |
Mississippi |
70 | 63 |
Tennessee |
250 | 242 | ||||||||||||||||||
Delaware |
64 | 64 |
Missouri |
192 | 180 |
Texas |
679 | 631 | ||||||||||||||||||
District of Columbia |
3 | 3 |
Montana |
13 | 11 |
Utah |
39 | 36 | ||||||||||||||||||
Florida |
824 | 781 |
Nebraska |
59 | 56 |
Vermont |
4 | 4 | ||||||||||||||||||
Georgia |
190 | 166 |
Nevada |
84 | 76 |
Virginia |
109 | 93 | ||||||||||||||||||
Hawaii |
9 | 1 |
New Hampshire |
33 | 31 |
Washington |
122 | 115 | ||||||||||||||||||
Idaho |
37 | 32 |
New Jersey |
175 | 138 |
West Virginia |
18 | 11 | ||||||||||||||||||
Illinois |
571 | 549 |
New Mexico |
59 | 57 |
Wisconsin |
230 | 221 | ||||||||||||||||||
Indiana |
212 | 205 |
New York |
245 | 208 |
Wyoming |
8 | 8 | ||||||||||||||||||
Iowa |
72 | 68 |
North Carolina |
169 | 148 |
Guam |
1 | 1 | ||||||||||||||||||
Kansas |
63 | 61 |
North Dakota |
1 | 1 |
Puerto Rico |
98 | 95 | ||||||||||||||||||
Kentucky |
95 | 89 |
Ohio |
266 | 259 |
TOTAL |
7,496 | 6,934 |
Submission of Matters to a Vote of Security Holders |
NAME AND BUSINESS EXPERIENCE |
AGE |
OFFICE HELD | ||
Gregory D. Wasson |
51 |
President and Chief Executive Officer | ||
President and Chief Executive Officer since February 2009 |
||||
Director since February 2009 |
||||
President and Chief Operating Officer – May 2007 to February 2009 |
||||
Executive Vice President – October 2005 to May 2007 |
||||
Senior Vice President – February 2004 to October 2005 |
||||
Vice President – October 2001 to February 2004 |
||||
President, Walgreens Health Services – March 2002 to May 2007 |
||||
Wade D. Miquelon |
44 |
Executive Vice President and Chief Financial Officer | ||
Executive Vice President and Chief Financial Officer since July 2009 |
| |||
Senior Vice President and Chief Financial Officer – June 2008 to July 2009 |
||||
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 |
||||
Mark A. Wagner |
48 |
Executive Vice President | ||
Executive Vice President since March 2006 |
||||
Senior Vice President – February 2002 to March 2006 |
||||
Stanley B. Blaylock |
46 |
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 |
59 |
Senior Vice President | ||
Senior Vice President since September 2000 |
|
||||
Sona Chawla |
42 |
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 |
50 |
Senior Vice President | ||
Senior Vice President since October 2007 |
||||
Vice President – October 2005 to October 2007 |
||||
Senior Vice President, Walgreens Health Services – October 2005 to September 2007 |
||||
Vice President, Walgreens Health Service – September 2004 to October 2005 |
||||
Vice President, Operations – October 2000 to October 2004 |
||||
Dana I. Green |
59 |
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 |
||||
Donald C. Huonker, Jr. |
48 |
Senior Vice President | ||
Senior Vice President since October 2007 |
||||
Vice President, Pharmacy Services – April 2005 to October 2007 |
||||
Vice President, Operations – April 2003 to April 2005 |
|
||||
J. Randolph Lewis |
59 |
Senior Vice President | ||
Senior Vice President since January 2000 |
||||
George J. Riedl |
49 |
Senior Vice President | ||
Senior Vice President since April 2009 |
||||
Executive Vice President – January 2006 to April 2009 |
||||
Senior Vice President – January 2003 to January 2006 |
|
||||
Hal F. Rosenbluth |
57 |
Senior Vice President | ||
Senior Vice President since August 2008 |
||||
Vice President – April 2008 to August 2008 |
||||
Chairman, Take Care Health Systems, Inc. – October 2004 to April 2008 |
||||
Chairman and Chief Executive Officer, Rosenbluth International through November 2003 |
||||
Timothy J. Theriault |
49 |
Senior Vice President and Chief Information Officer | ||
Senior Vice President since October 2009 |
| |||
President, Corporate and Institutional Services, Northern Trust Corporation – January 2006 to October 2009 |
||||
President, Worldwide Operations and Technology, Northern Trust Corporation – February 2002 to January 2006 |
||||
Thomas J. Connolly |
50 |
Vice President | ||
Vice President since March 2009 |
||||
Divisional Vice President – March 2000 to March 2009 |
||||
Kimberly L. Feil |
50 |
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 |
||||
W. Bryan Pugh |
46 |
Vice President | ||
Vice President since February 2009 |
||||
Chief Retail Operations Officer, Fresh & Easy Neighborhood Markets, USA, Tesco PLC – March 2005 to December 2008 |
||||
Chief Operations Officer, Tesco Lotus Stores, Thailand, Tesco PLC – May 2001 to February 2005 |
||||
Mia M. Scholz |
43 |
Vice President, Controller and Chief Accounting Officer | ||
Vice President since October 2007 |
| |||
Controller and Chief Accounting Officer since January 2004 |
||||
Divisional Vice President – January 2004 to October 2007 |
||||
Director, Internal Audit – November 1999 to January 2004 |
|
||||
John W. Spina |
50 |
Vice President | ||
Vice President since April 2007 |
||||
Treasurer – April 2007 to August 2009 |
||||
Vice President, Operations – April 2005 to April 2007 |
||||
Director, Drug Store Administration – April 2003 to April 2005 |
||||
David A. Van Howe |
51 |
Vice President | ||
Vice President since April 2007 |
||||
Divisional Vice President – January 2004 to April 2007 |
||||
Denise K. Wong |
51 |
Vice President | ||
Vice President since May 2007 |
||||
Chief Information Officer – May 2007 to October 2009 |
||||
Divisional Vice President December 2001 to May 2007 |
||||
Robert G. Zimmerman |
57 |
Vice President | ||
Vice President since September 2007 |
||||
Vice President and Chief Financial Officer, Walgreens Health Services – September 2001 to September 2007 |
||||
Jason M. Dubinsky |
36 |
Treasurer | ||
Treasurer since August 2009 |
||||
Vice President, Investment Banking, The Goldman Sachs Group, Inc. – March 2006 to April 2009 |
||||
Vice President, Investment Banking, Lehman Brothers, Inc. – January 2003 to March 2006 |
||||
Chester G. Young |
64 |
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 |
2009 |
2008 |
||||||
November |
$ | .1125 | $ | .0950 | ||||
February |
.1125 | .0950 | ||||||
May |
.1125 | .0950 | ||||||
August |
.1375 | .1125 | ||||||
Fiscal Year |
$ | .4750 | $ | .3975 |
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) |
||||||||||||
06/01/2009 - 06/30/2009 |
- | - | - | $ | 655,123,821 | |||||||||||
07/01/2009- 07/31/2009 |
- | - | - | $ | 655,123,821 | |||||||||||
08/01/2009-08/31/2009 |
4,500,000 | $ | 30.9654 | - | $ | 655,123,821 | ||||||||||
Total |
4,500,000 | $ | 30.9654 | - | $ | 655,123,821 |
(1) |
The company repurchased an aggregate of 4,500,000 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. The total remaining authorization under the repurchase program was $655,123,821
as of August 31, 2009. On October 14, 2009 the Board of Directors approved a new stock repurchase program (“2009 repurchase program”) which replaced the 2007 repurchase program. The 2009 repurchase program authorizes the repurchase of up to $2,000 million of the company’s common stock prior to the expiration date of the program on December 31, 2013. |
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 Officers and Corporate Governance |
Executive Compensation |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
Certain Relationships and Related Transactions and Director Independence |
Principal Accounting Fees and Services |
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 2009 Annual Report are incorporated herein by reference. |
2009 Annual Report Page Number | |
Consolidated Statements of Earnings and Shareholders' Equity for the years ended August 31, 2009, 2008 and 2007 |
8 – 9 |
Consolidated Balance Sheets at August 31, 2009 and 2008 |
10 |
Consolidated Statements of Cash Flows for the years ended August 31, 2009, 2008 and 2007 |
11 |
Notes to Consolidated Financial Statements |
12 – 20 |
Management's Report on Internal Control |
22 |
Report of Independent Registered Public Accounting Firm |
22 |
|
(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 |
12 |
Report of Independent Registered Public Accounting Firm |
13 |
|
(3) |
Exhibits 10.1 through 10.59 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 |
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 5.25% Note due 2019, filed with the Securities and Exchange Commission on January 13, 2009 as Exhibit 4.1 to Walgreen Co.’s Current Report on Form 8-K (File No. 1-00604), and incorporated by reference herein. | |
4.3 |
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), filed with the Securities and Exchange Commission as Exhibit 10.3 to Walgreen Co.’s Annual Report on Form 10-K for the fiscal year ended August 31, 2008 (File No. 1-00604), and incorporated by reference herein. | |
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), filed with the Securities and Exchange Commission as Exhibit 10.11 to Walgreen Co.’s Annual Report on Form 10-K for the fiscal year ended August 31, 2008 (File No. 1-00604), and incorporated by reference herein.. | |
10.12 |
Form of Stock Option Agreement (Grades 18 and above) (effective September 1, 2008), filed with the Securities and Exchange Commission as Exhibit 10.12 to Walgreen Co.’s Annual Report on Form 10-K for the fiscal year ended August 31, 2008 (File No. 1-00604), and incorporated by reference herein. | |
10.13 |
Form of Restricted Stock Unit Award Agreement (effective September 1, 2008), filed with the Securities and Exchange Commission as Exhibit 10.13 to Walgreen Co.’s Annual Report on Form 10-K for the fiscal year ended August 31, 2008 (File No. 1-00604), and incorporated by reference herein. | |
10.14 |
Form of Performance Share Contingent Award Agreement (effective September 1, 2008), filed with the Securities and Exchange Commission as Exhibit 10.14 to Walgreen Co.’s Annual Report on Form 10-K for the fiscal year ended August 31, 2008 (File No. 1-00604), and incorporated by reference herein. | |
10.15 |
Form of Restricted Stock Award Agreement (effective June 2008), filed with the Securities and Exchange Commission as Exhibit 10.15 to Walgreen Co.’s Annual Report on Form 10-K for the fiscal year ended August 31, 2008 (File No. 1-00604), and incorporated by reference herein. | |
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), filed with the Securities and Exchange Commission as Exhibit 10.36 to Walgreen Co.’s Annual Report on Form 10-K for the fiscal year ended August 31, 2008 (File No. 1-00604), and incorporated by reference herein. | |
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. | |
10.54 |
Executive Stock Option Plan – Stock Option Agreement made as of October 10, 2008 between Alan G. McNally and Walgreen Co, filed with the Securities and Exchange Commission as Exhibit 10.8 to Walgreen Co.’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2008 (File No. 1-00604), and incorporated by reference
herein. | |
10.55 |
Long-Term Performance Incentive – Plan Restricted Stock Unit Award Agreement made as of October 10, 2008 between Alan G. McNally and Walgreen Co., filed with the Securities and Exchange Commission as Exhibit 10.9 to Walgreen Co.’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2008 (File No. 1-00604), and
incorporated by reference herein. | |
10.56 |
Form of Amendment to Restricted Stock Unit Award Agreement (effective January 1, 2009), filed with the Securities and Exchange Commission as Exhibit 10.1 to Walgreen Co.’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, 2009 (File No. 1-00604), and incorporated by reference herein. | |
10.57 |
Form of Amendment to Change of Control Employment Agreements (effective January 1, 2009), filed with the Securities and Exchange Commission as Exhibit 10.2 to Walgreen Co.’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, 2009 (File No. 1-00604), and incorporated by reference herein. | |
10.58 |
Amendment to the Walgreen Co. 1986, 1988, 1992 (Series 1), 1992 (Series 2), 1997 (Series 1), 1997 (Series 2), 2001 and 2002 Executive Deferred Compensation/Capital Accumulation Plans, filed with the Securities and Exchange Commission as Exhibit 10.3 to Walgreen Co.’s Quarterly Report on Form 10-Q for the fiscal quarter ended February
28, 2009 (File No. 1-00604), and incorporated by reference herein. | |
10.59 |
Separation and Release Agreement effective as of March 31, 2009 between Walgreen Co. and William M. Rudolphsen, filed with the Securities and Exchange Commission as Exhibit 10.1 to Walgreen Co.’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2009 (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, 2009, 2008 and 2007 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, 2009. 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, 2009 |
$ | 96 | $ | 116 | $ | (102 | ) | $ | 110 | |||||||
Year Ended August 31, 2008 |
$ | 69 | $ | 88 | $ | (61 | ) | $ | 96 | |||||||
Year Ended August 31, 2007 |
$ | 57 | $ | 72 | $ | (60 | ) | $ | 69 |
WALGREEN CO. | ||||||
(Registrant) | ||||||
By |
||||||
/s/ |
Wade D. Miquelon |
Executive Vice President and Chief Financial Officer |
Date: October 23, 2009 | |||
Wade D. Miquelon |
Name |
Title |
Date | ||||
/s/ |
Gregory D. Wasson |
President and Chief Executive Officer |
October 23, 2009 | |||
Gregory D. Wasson |
(Principal Executive Officer) |
|||||
/s/ |
Wade D. Miquelon |
Chief Financial Officer |
October 23, 2009 | |||
Wade D. Miquelon |
(Principal Financial Officer) |
|||||
/s/ |
Mia M. Scholz |
Vice President and Controller |
October 23, 2009 | |||
Mia M. Scholz |
(Principal Accounting Officer) |
|||||
/s/ |
Steven A. Davis |
Director |
October 23, 2009 | |||
Steven A. Davis |
||||||
/s/ |
William C. Foote |
Director |
October 23, 2009 | |||
William C. Foote |
||||||
/s/ |
Mark P. Frissora |
Director |
October 23, 2009 | |||
Mark P. Frissora |
||||||
/s/ |
Alan G. McNally |
Chairman of the Board |
October 23, 2009 | |||
Alan G. McNally |
||||||
/s/ |
Cordell Reed |
Director |
October 23, 2009 | |||
Cordell Reed |
||||||
/s/ |
Nancy M. Schlichting |
Director |
October 23, 2009 | |||
Nancy M. Schlichting |
||||||
/s/ |
David Y. Schwartz |
Director |
October 23, 2009 | |||
David Y. Schwartz |
||||||
/s/ |
Alejandro Silva |
Director |
October 23, 2009 | |||
Alejandro Silva |
||||||
/s/ |
James A. Skinner |
Director |
October 23, 2009 | |||
James A. Skinner |
||||||
/s/ |
Marilou M. von Ferstel |
Director |
October 23, 2009 | |||
Marilou M. von Ferstel |
||||||
/s/ |
C.R. Walgreen III |
Director |
October 23, 2009 | |||
C.R. Walgreen III |
11. |
The required information for this Exhibit is contained in the Consolidated Statements of Earnings and Shareholders Equity for the years ended August 31, 2009, 2008 and 2007 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, 2009. 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. |