Attached files
| file | filename |
|---|---|
| EX-23 - AUDITOR CONSENT - WALGREEN CO | exhibit_23.htm |
| EX-21 - SUBSIDIARIES - WALGREEN CO | exhibit_21.htm |
| EX-12 - COMPUTATION OF FIXED CHARGES - WALGREEN CO | exhibit_12.htm |
| EX-13 - 2009 ANNUAL REPORT - WALGREEN CO | exhibit_13.htm |
| EX-32.2 - CFO SECTION 906 CERTIFICATION - WALGREEN CO | exhibit_32pt2.htm |
| EX-31.1 - CEO SECTION 302 CERTIFICATION - WALGREEN CO | exhibit_31pt1.htm |
| EX-31.2 - CFO SECTION 302 CERTIFICATION - WALGREEN CO | exhibit_31pt2.htm |
| EX-32.1 - CEO SECTION 906 CERTIFICATION - WALGREEN CO | exhibit_32pt1.htm |
United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-K
|
x |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended August 31, 2009.
|
o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition Period From ____________ to ___________
Commission file number 1-604.
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WALGREEN CO. | ||
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(Exact name of registrant as specified in its charter) | ||
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Illinois |
36-1924025 | |
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(State of incorporation) |
(I.R.S. Employer Identification No.) | |
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200 Wilmot Road, Deerfield, Illinois |
60015 | |
|
(Address of principal executive offices) |
(Zip Code) | |
Registrant's telephone number, including area code: (847) 914-2500
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
Name of each exchange on which registered | |
|
Common Stock ($.078125 Par Value) |
New York Stock Exchange | |
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The NASDAQ Stock Market LLC | ||
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Chicago Stock Exchange |
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes xNo o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files). Yes o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of "large accelerated filer,” and “accelerated filer" and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x Accelerated
filer o
Non-accelerated filer o Smaller
Reporting Company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes o No x
As of February 28, 2009, the aggregate market value of Walgreen Co. common stock, par value $.078125 per share, held by non-affiliates (based upon the closing transaction price on the New York Stock Exchange) was approximately $23,572,655,000. As of September 30, 2009, there were 988,826,319 shares of Walgreen Co. common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders for the year ended August 31, 2009, to the extent stated in this Form 10-K, are incorporated by reference into Parts I, II and IV of this Form 10-K. Portions of the registrant's proxy statement for its 2010 annual meeting of shareholders to be held January 13, 2010, are incorporated
by reference into Part III of this Form 10-K.
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Part 1 | |
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Part II | |
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Part III | |
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Part IV | |
PART I
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Business |
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(a) |
General development of business. |
Walgreen Co. (the "company" or "Walgreens") was incorporated as an Illinois corporation in 1909 as a successor to a business founded in 1901. As of August 31, 2009, we operated 7,496 locations in 50 states, the District of Columbia, Puerto Rico and Guam. In 2009 the company opened or acquired 691 locations for a net
increase of 562 locations after relocations and closings. Total locations do not include 337 convenient care clinics operated by Take Care Health Systems, Inc. within our drugstores.
|
Number of Locations |
||||||||||||
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Location Type |
2009 |
2008 |
2007 |
|||||||||
|
Drugstores |
6,997 | 6,443 | 5,882 | |||||||||
|
Worksite Facilities |
377 | 364 | 3 | |||||||||
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Home Care Facilities |
105 | 115 | 101 | |||||||||
|
Specialty Pharmacies |
15 | 10 | 8 | |||||||||
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Mail Service Facilities |
2 | 2 | 3 | |||||||||
|
Total |
7,496 | 6,934 | 5,997 | |||||||||
Walgreens corporate strategy is to provide the most convenient access to healthcare services and consumer goods in America through our 6,997 community based drugstores, as well as through our specialty pharmacy, home infusion, worksite health center and retail clinic businesses.Today,
over 70% of the population lives within five miles of a Walgreens and 5.6 million shoppers walk into a Walgreens store daily. In addition to store shoppers, Walgreens.com receives over 12 million visits per month.
We intend to grow pharmacy market share through new store growth, comparable store sales increases, pharmacy prescription file purchases and strategic acquisitions. As an example, in fiscal 2009 we supplemented organic growth by acquiring select locations of Drug Fair to add to our retail drugstore operations and McKesson Specialty
and IVPCARE to supplement our specialty pharmacy operations.
We will also utilize our extensive retail network as a channel to provide affordable, quality, health and wellness services to our customers and patients, as illustrated by our ability to play a significant role in providing flu vaccinations. Finally, we will continue to market Walgreen Co. to employers, governments, managed care
operators and pharmacy benefit managers, expanding beyond our traditional retail consumer model, to contract directly with our payors. With more than 70,000 of the nation’s most trusted and accessible health professionals, Walgreens expects to continue to play a growing role in government and employer efforts to control escalating health care costs.
Prescription sales continue to be a large portion of the company's business. This year prescriptions accounted for 65.3% of sales compared to 64.9% last year. Third party sales, where reimbursement is received from managed care organizations, government and
private insurance, were 95.4% of prescription sales compared to 95.3% a year ago. Overall, Walgreens filled approximately 651 million prescriptions in 2009, an increase of 5.5% from the previous year. Adjusted to 30 day equivalents, prescriptions filled were 723 million in 2009, 677 million in 2008 and 636 million in 2007. Walgreens continues to gain market share accounting for 18.3% of the U.S. retail prescription drug market in fiscal 2009 compared to 17.6% and 16.8%
in fiscal 2008 and 2007, respectively. Walgreens expects to continue to grow pharmacy sales due, in part, to the aging population and the continued development of innovative drugs that improve quality of life and control health care costs.
During fiscal year 2009 the company added $1.9 billion to property and equipment, which included approximately $1.6 billion related to stores, $133 million for distribution centers, and $231 million related to other locations. Capital expenditures for fiscal 2010 are
expected to be approximately $1.6 billion, excluding acquisitions and prescription file purchases.
In fiscal 2007, the company opened a distribution center in Anderson, South Carolina. This was the first of a new-generation of distribution centers that will increase the company’s productivity. A second new-generation center in Windsor, Connecticut opened in fiscal 2009.
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(b) |
Financial information about industry segments. |
The company is principally in the retail drugstore business and its operations are within one reportable segment.
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(c) |
Narrative description of business. |
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(i) |
Principal products produced and services rendered. |
The company’s drugstores are engaged in the retail sale of prescription and non-prescription drugs and general merchandise. General merchandise includes, among other things, household items, personal care, convenience foods, beauty care, photofinishing, candy, and seasonal items. Walgreens offers customers the
choice to have prescriptions filled at the drugstore counter, as well as through the mail, by telephone and via the Internet.
The estimated contributions of various product classes to sales for each of the last three fiscal years are as follows:
| 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 | |||||||||
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(ii) |
Status of a product or segment. |
Not applicable.
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(iii) |
Sources and availability of raw materials. |
Inventories are purchased from numerous domestic and foreign suppliers. The loss of any one supplier or group of suppliers under common control would not have a material effect on the company’s business.
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(iv) |
Patents, trademarks, licenses, franchises and concessions held. |
Walgreens markets products under various trademarks, trade dress and trade names and holds assorted business licenses (such as pharmacy, occupational, and liquor) having various lives, which are necessary for the normal operation of business. The company also has filed various patent applications relating to its business and
products, eight of which have been issued.
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(v) |
Seasonal variations in business. |
The business is seasonal in nature, with Christmas generating a higher proportion of front-end sales and earnings than other periods. Both prescription and non-prescription drug sales are affected by the timing and severity of the cold/flu season. See the caption "Summary of Quarterly Results (Unaudited)" on page 21
of the Annual Report to Shareholders for the year ended August 31, 2009 ("2009 Annual Report"), which section is incorporated herein by reference.
|
|
(vi) |
Working capital practices. |
The company generally finances its inventory and expansion needs with internally generated funds. In fiscal 2009 we supplemented cash provided by operations with short-term borrowings and long-term debt. See Note 8, "Short-Term Borrowings and Long-Term Debt" on page 16 and "Management's Discussion and Analysis
of Results of Operations and Financial Condition" on pages 2 through 7 of the 2009 Annual Report, which sections are incorporated herein by reference.
Due to the nature of our business, 95.4% of all prescription sales are now covered by third party payors. Prescription sales represent 65.3% of total company sales. The remaining store sales are principally for cash, credit and debit cards. Customer returns are immaterial.
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(vii) |
Dependence upon limited number of customers. |
The company sells to numerous customers including various managed care organizations; therefore, the loss of any one customer or a group of customers under common control would not have a material effect on the business. No customer accounts for ten percent or more of the company's consolidated net sales.
(viii) Backlog orders.
Not applicable.
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(ix) |
Government contracts. |
The company fills prescriptions for many state public assistance plans. Revenues from all such plans are approximately 5.8% of total sales.
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(x) |
Competitive conditions. |
The drugstore industry is highly competitive. As a volume leader in the retail drug industry, Walgreens competes with various retailers, including chain and independent drugstores, mail order prescription providers, grocery stores, convenient stores, mass merchants and dollar stores. Competition remained keen during
the fiscal year with the company competing on the basis of service, convenience, variety and price. The company's geographic dispersion tends to offset the impact of temporary economic and competitive conditions in individual markets. The number and location of the company's drugstores appears under Item 2 - "Properties" in this Form 10-K.
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(xi) |
Research and development activities. |
The company does not engage in any material research and development activities.
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(xii) |
Environmental disclosures. |
Federal, state and local environmental protection requirements have no material effect upon capital expenditures, earnings or the competitive position of the company.
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(xiii) |
Number of employees. |
The company employs approximately 238,000 persons, about 72,000 of whom are part-time employees working less than 30 hours per week.
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(d) |
Financial information about foreign and domestic operations and export sales. |
All the company sales occurred within the United States and Puerto Rico. There are no export sales.
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(e) |
Available information |
The company maintains a website at investor.walgreens.com. The company makes copies of its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports filed with or furnished to the SEC available to investors on or through its website free of charge as soon as
reasonably practicable after the company electronically files them with or furnishes them to the SEC. The contents of the company's website are not, however, a part of this report. In addition, charters of all committees of the company's Board of Directors, as well as the company's Corporate Governance Guidelines and Ethics Policy Statement, are available on the company's website at investor.walgreens.com or, upon written request, in printed hardcopy form. Written requests should
be sent to Walgreen Co., Attention: Shareholder Relations, Mail Stop #2261, 200 Wilmot Road, Deerfield, Illinois 60015. Changes to or waivers, if any, of the company's Ethics Policy Statement for directors and executive officers would be promptly disclosed on the company's website.
The company has also adopted a Code of Ethics for Financial Executives. This Code applies to and has been signed by the Chief Executive Officer, the Chief Financial Officer and the Controller. The full text of the Code of Ethics for Financial Executives is available at the company's website, investor.walgreens.com. Changes
to or waivers, if any, of the company's Code of Ethics for Financial Executives would be promptly disclosed on the company's website.
Cautionary Note Regarding Forward Looking Statements
Certain information in this annual report, as well as in our other public filings, the company website, press releases and oral statements made by our representatives, is forward-looking information based on the company’s current expectations and plans, which involve risks and uncertainties. Forward-looking information
includes statements concerning pharmacy sales trends, prescription margins, number and location of new store openings, outcomes of litigation, the level of capital expenditures, and demographic trends. Forward-looking information also includes statements with words such as "expects," "estimates," "believes," "plans," "anticipates" or similar language. For such statements, we claim the protection of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements involve risks and uncertainties, known or unknown to the company that could cause results to differ materially from management expectations as projected in such forward-looking statements. These risks and uncertainties are discussed in Item 1A below. Unless otherwise required by applicable
securities laws, the company assumes no obligation to update its forward-looking statements to reflect subsequent events or circumstances.
Item 1A. Risk
Factors
The risks described below could materially and adversely affect our business, financial condition and results of operations. These risks are not the only risks that we face. Our business operations could also be affected by additional factors that are not presently known to us or that we currently consider to be immaterial to our operations.
The retail drugstore and pharmacy benefit services industries are highly competitive and further increases in competition could adversely affect us.
We face intense competition from local, regional and national companies, including other drug store chains, independent drug stores, mail-order prescription providers and various other retailers such as grocery stores, convenience stores, mass merchants and dollar stores, many of which are aggressively expanding in markets we serve. In
the pharmacy benefit services industry, our competitors include large national and regional pharmacy benefit managers and insurance companies and managed care providers, some of which are owned by or have affiliations with our retail drug store competitors. As competition increases in the markets in which we operate, a significant increase in general pricing pressures could occur, which could require us to reevaluate our pricing structures to remain competitive. Our failure to reduce prices
could result in decreased revenue, and reducing prices without also reducing costs could negatively affect profits.
Reductions in third-party reimbursement levels, from private or government plans, for prescription drugs could reduce our margin on pharmacy sales and could have a significant effect on our retail drugstore profits.
The continued efforts of health maintenance organizations, managed care organizations, pharmacy benefit management companies, government entities, and other third-party payors to reduce prescription drug costs and pharmacy reimbursement rates, as well as litigation relating to how drugs are priced, may impact our profitability.
In addition, some of these entities may offer pricing terms that we may not be willing to accept or otherwise restrict our participation in their networks of pharmacy providers. Certain provisions of the Deficit Reduction Act of 2005 seek to reduce federal spending by altering the Medicaid reimbursement formula for multi-source (i.e., generic) drugs. These changes are expected to result in reduced Medicaid reimbursement rates for retail pharmacies. Also, in conjunction with a recently approved
class action settlement with two entities that publish the average wholesale price (AWP) of pharmaceuticals, the methodology used to calculate the AWP, a pricing reference widely used in the pharmacy industry, reduced the AWP for many brand-name prescription drugs effective September 26, 2009. The company has reached understandings with most of its third party payors to adjust reimbursements to correct for this change in methodology, but state Medicaid programs that utilize AWP as a pricing reference
have not taken action to make similar adjustments, which is expected to result in reduced Medicaid reimbursement levels in fiscal 2010. Reduced reimbursement rates could adversely affect our revenues and profits.
We are subject to governmental regulations and procedures and other legal requirements. A significant change in, or noncompliance with, these regulations, procedures and requirements could have a material adverse effect on profitability.
Our retail drugstore, pharmacy benefit and health services businesses are subject to numerous federal, state and local regulations. Changes in these regulations may require extensive system and operating changes that may be difficult to implement. Untimely compliance or noncompliance with applicable regulations could result in the imposition
of civil and criminal penalties that could adversely affect the continued operation of our business, including: suspension of payments from government programs; loss of required government certifications; loss of authorizations to participate in or exclusion from government reimbursement programs, such as the Medicare and Medicaid programs; loss of licenses; or significant fines or monetary penalties, and could adversely affect the continued operation of our business. The
regulations to which we are subject include, but are not limited to: federal, state and local registration and regulation of pharmacies; applicable Medicare and Medicaid regulations; the Health Insurance Portability and Accountability Act, or HIPAA; accounting standards; tax laws and regulations; laws and regulations relating to the protection of the environment and health and safety matters, including those governing exposure to, and the management and disposal of, hazardous substances; regulations of the U.S.
Food and Drug Administration, the U.S. Federal Trade Commission, the Drug Enforcement Administration, and the Consumer Product Safety Commission, as well as state regulatory authorities, governing the sale, advertisement and promotion of products we sell; anti-kickback laws; false claims laws; laws against the corporate practice of medicine; and federal and state laws governing the practice of the profession of pharmacy. In addition, we are party to a Corporate Integrity Agreement with the U.S. Department of
Health and Human Services under which we have agreed to maintain a corporate compliance program. We are also governed by federal and state laws of general applicability, including laws regulating matters of working conditions, health and safety and equal employment opportunity. In addition, we could have exposure if we are found to have infringed another party's intellectual property rights.
Efforts to reform the U.S. health care system may adversely affect our business.
The Federal government has been considering proposals to reform the U.S. health care system. These proposals may increase government involvement in health care, increase regulation of pharmacy services, result in changes to pharmacy reimbursement rates, and otherwise change the way we do business. The effect of these proposals could have
an impact on our results of operations.
Our ability to hire and retain pharmacy personnel is important to the continued success of our business.
As our business expands, we believe that our future success will depend greatly on our continued ability to attract and retain skilled and qualified pharmacists. The retail drugstore industry is experiencing an ongoing shortage of licensed pharmacists in some parts of the United States. Although we generally have been able to
meet our pharmacist staffing requirements in the past, any future inability to do so could limit our ability to offer extended pharmacy hours and negatively impact our revenue and our ability to deliver high levels of customer service.
Should a product liability issue, recall or personal injury issue arise, inadequate product or other liability insurance coverage or our inability to maintain such insurance may result in a material adverse effect on our business and financial condition.
Products that we sell could become subject to contamination, product tampering, mislabeling, recall or other damage. In addition, errors in the dispensing and packaging of pharmaceuticals could lead to serious injury. Product liability or personal injury claims may be asserted against us with respect to any of the products or pharmaceuticals
we sell or services we provide. Our health and wellness business also involves exposure to professional liability claims related to medical care. Should a product or other liability issue arise, the coverage limits under our insurance programs and the indemnification amounts available to us may not be adequate to protect us against claims. We also may not be able to maintain this insurance on acceptable terms in the future. Damage to our reputation in the event of a product liability or personal injury
issue or judgment against us or a product recall could have an adverse effect on our business, financial condition or results of operations.
Our ability to grow our business may be constrained by our inability to find suitable new store locations at acceptable prices or by the expiration of our current leases.
Our ability to grow our business may be constrained if suitable new store locations cannot be identified with lease terms or purchase prices that are acceptable to us. We compete with other retailers and businesses for suitable locations for our stores. Local land use and other regulations applicable to the types of stores we desire to
construct may impact our ability to find suitable locations and influence the cost of constructing our stores. The expiration of leases at existing store locations may adversely affect us if the renewal terms of those leases are unacceptable to us and we are forced to close or relocate stores. Further, changing local demographics at existing store locations may adversely affect revenue and profitability levels at those stores.
Changes in economic conditions could adversely affect consumer buying practices and reduce our revenues and profitability.
Our performance may be negatively influenced by changes in national, regional or local economic conditions and consumer confidence. External factors that affect consumer confidence and over which we exercise no influence include unemployment rates, levels of personal disposable income, national, regional or local economic conditions, the
introduction of new merchandise or brand and generic prescription drugs, and acts of war or terrorism. Changes in economic conditions and consumer confidence could adversely affect consumer preferences, purchasing power and spending patterns. A decrease in overall consumer spending as a result of changes in economic conditions could adversely affect our front-end and pharmacy sales and negatively impact our profitability. All these factors could impact our revenues, operating results and financial condition.
Our profitability can be adversely affected by a decrease in the introduction of new brand name and generic prescription drugs.
Our sales and profit margins are affected by the introduction of new brand name and generic drugs. New brand name drugs can result in increased drug utilization and associated sales revenues, while the introduction of lower priced generic alternatives typically result in higher gross profit margins. Accordingly, a
decrease in the number of significant new drugs or generics successfully introduced could adversely affect our results of operations.
If we fail to offer the merchandise and services that our customers want, our sales may be affected.
Our success depends on our ability to offer a superior shopping experience, a quality assortment of available merchandise and superior customer service. We must identify, obtain supplies of, and offer to our customers, attractive, innovative and high-quality merchandise on a continuous basis. Our products and services must satisfy the
desires of our customers, whose preferences may change in the future. If we misjudge either the demand for products and services we sell or our customers’ purchasing habits and tastes, we may be faced with excess inventories of some products and missed opportunities for products and services we chose not to offer. In addition, our sales may decline or we may be required to sell the merchandise we have obtained at lower prices. This would have a negative effect on our business and results
of operations.
We have made and expect to continue to make acquisitions that could disrupt our operations and harm our operating results.
We have grown our business through acquisitions in recent years and expect to continue to acquire drugstore chains, independent drugstores and related businesses in the future. Acquisitions involve numerous risks, including difficulties in integrating the operations and personnel of the acquired companies, distraction of management from
overseeing our existing operations, difficulties in entering markets in which we have no or limited direct prior experience, and difficulties in achieving the synergies we anticipated. Acquisitions may also cause us to significantly increase our interest expense, leverage and debt service requirements if we incur additional debt to pay for an acquisition, issue common stock that would dilute our current shareholders’ percentage ownership, or incur write-offs and restructuring and other related expenses. No
assurance can be given that our acquisitions will be successful and will not materially adversely affect our results of operations.
Various factors could adversely affect our achievement of the cost savings targeted by our Rewiring for Growth restructuring.
On October 30, 2008 we announced our “Rewiring for Growth” initiative (“RFG”) designed to reduce cost and improve productivity. We also announced a goal of saving pre-tax costs equal to $500 million in FY2010 and $1 billion in FY2011 through this initiative. While we believe we are on track to achieve the
targeted savings, RFG is a multi-faceted initiative, and numerous elements have to remain on track for us to achieve our overall cost-saving goals. A shortfall or delay in a single element of RFG could cause the company to fall short of the overall goal, unless offset by better-than-expected savings in other areas.
In general, we expect our savings from the components of the RFG initiative to trend upwards over the course of FY2010 and FY2011, but the rate of progress during each fiscal year may be uneven and there is no assurance that the savings or net benefits achieved in any specific quarter will exceed the prior quarter results or meet analyst
or investor expectations. Because the company does not give specific earnings guidance, analysts and investors might incorrectly estimate what our selling, general and administrative expenses will be as they try to take into account our RFG cost savings in one or more quarters over the course of FY2010 and FY2011, even if we achieve our targeted savings. If the resulting market expectations exceed our actual
results, the perceived earnings disappointment could cause our stock price to drop even if the targeted savings are achieved.
Because our senior management and board of directors manage the company with the broader goal of maximizing overall return for our shareholders, the pursuit of other important business objectives could cause us to change, defer or cancel one or more elements of the RFG initiative, which could prevent us from realizing the targeted savings,
on the targeted timeframe or at all.
Our credit ratings are important to our cost of capital and lease terms for our stores.
The major credit rating agencies have given us and our corporate debt investment grade credit ratings. These ratings are based on a number of factors, which include our financial strength and financial policies. We aim to maintain our high ratings as they serve to lower our borrowing costs and facilitate our access to a variety of lenders
and other creditors, including landlords for our leased stores, on terms that we consider advantageous to our business. Failure to maintain our credit ratings could adversely affect our cost of funds, liquidity, competitive position and access to capital markets.
There are a number of additional business risks which could adversely affect our financial results.
Our success depends on our ability to establish effective advertising, marketing and promotional programs. If we are unsuccessful in our advertising, merchandising or promotional strategies, sales or sales margins could be negatively affected. Our success also depends on our continued ability to attract and retain store and management
personnel, and the loss of key personnel could have an adverse effect on the results of our operations, financial condition or cash flow. We also may not be able to successfully and timely implement new computer systems and technology or business processes, or may experience disruptions or delays to the computer systems we depend on to manage our ordering, pricing, point-of-sale, inventory replenishment and other processes, which could adversely impact our operations and our ability to attract and retain customers.
Severe weather conditions, terrorist activities, health epidemics or pandemics or the prospect of these events can impact our store operations or damage our facilities in affected areas or have an adverse impact on consumer confidence levels and spending in our stores. Furthermore, the products we sell are sourced from a wide variety of domestic and international vendors, and any future inability to find qualified vendors and access products in a timely and efficient manner could adversely impact our business.
There are no unresolved staff comments outstanding with the Securities and Exchange Commission at this time.
Item 2. Properties
The company's locations by state for fiscal 2009 and 2008 are listed below.
|
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 | ||||||||||||||||||
The company owns approximately 21% of the retail drugstores open at August 31, 2009. The remaining drugstore locations are leased. The leases are for various terms and periods. See Note 3, "Leases" on page 14 of the 2009 Annual Report, which section
is incorporated herein by reference. The company has a moderate expansion program of adding new stores and remodeling and relocating existing stores. Net retail selling space was increased from 73 million square feet at August 31, 2008, to 79 million square feet at August 31, 2009. Approximately 38% of company stores have been opened or remodeled during the past five
years.
The company's retail store operations are supported by fourteen major distribution centers with a total of approximately 13 million square feet of space in all distribution centers, of which 8 million square feet is owned. The remaining space is leased. All distribution centers are served by modern systems for order
processing control, operating efficiencies and rapid merchandise delivery to stores. In addition, the company uses public warehouses to handle certain distribution needs. New distribution centers opened in Anderson, South Carolina and Windsor, Connecticut in fiscal years 2007 and 2009, respectively.
There are 27 principal office facilities containing approximately 3 million square feet of which approximately 2 million square feet is owned and the remainder is leased. The company operates two mail service facilities containing approximately 237 thousand square feet of which approximately 133 thousand square feet is owned
and the remainder is leased.
The company also owns 33 strip shopping malls containing approximately 2 million square feet of which approximately 708 thousand square feet is leased to others.
Item 3. Legal Proceedings
The information in response to this item is incorporated herein by reference to Note 11 "Commitments and Contingencies" on page 17 of the 2009 Annual Report.
|
Submission of Matters to a Vote of Security Holders |
No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year.
Item 4.1. Executive Officers of the Registrant
The following information is furnished with respect to each executive officer of the company and certain other officers as of October 25, 2009:
|
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 |
||||
Stewart B. Wasson, Vice President, Operations, is Gregory D. Wasson’s brother.
PART II
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
The company's common stock is listed on the New York Stock Exchange, Chicago Stock Exchange and The Nasdaq Stock Market LLC under the symbol WAG. As of September 30, 2009 there were approximately 94,722 record holders of company common stock.
The range of the sales prices of the company's common stock by quarters during the years ended August 31, 2009 and August 31, 2008 are incorporated herein by reference to the caption "Common Stock Prices" on page 21 of the 2009 Annual Report.
The company's cash dividends per common share during the two fiscal years ended August 31 are as follows:
|
Quarter Ended |
2009 |
2008 |
||||||
|
November |
$ | .1125 | $ | .0950 | ||||
|
February |
.1125 | .0950 | ||||||
|
May |
.1125 | .0950 | ||||||
|
August |
.1375 | .1125 | ||||||
|
Fiscal Year |
$ | .4750 | $ | .3975 | ||||
The following table provides information about purchases by the company during the quarter ended August 31, 2009 of equity securities that are registered by the company pursuant to Section 12 of the Exchange Act:
|
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. |
Item 6. Selected Financial Data
The information in response to this item is incorporated herein by reference to the caption "Five-Year Summary of Selected Consolidated Financial Data" on page 1 of the 2009 Annual Report.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations |
The information in response to this item is incorporated herein by reference to the caption "Management's Discussion and Analysis of Results of Operations and Financial Condition" on pages 2 through 7 of the 2009 Annual Report.
Item 7A. Qualitative and Quantitative Disclosures about Market Risk
In July 2009, we entered into five interest rate swap transactions converting our $1,300 million 4.875% fixed rate bonds to a floating interest rate tied to the one month LIBOR plus a constant spread. These financial instruments are sensitive to changes in interest rates. On August 31, 2009, we had $1,047 million
in long-term debt obligations that had fixed interest rates. A one percentage point increase or decrease in interest rates would increase or decrease the annual interest expense we recognize and the cash we pay for interest expense by approximately $13 million.
|
Financial Statements and Supplementary Data |
See Item 15.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
None.
|
Controls and Procedures |
Based on their evaluation as of August 31, 2009 pursuant to Exchange Act Rule 13a-15(b), the company's management, including its Chief Executive Officer and Chief Financial Officer, conclude the company's disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) are effective.
Management's report on internal control and the attestation report of Deloitte & Touche LLP, the company's independent registered public accounting firm, are included in our 2009 Annual Report and are incorporated in this Item 9A by reference.
In connection with the evaluation pursuant to Exchange Act Rule 13a-15(d) of the company's internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) by the company's management, including its Chief Executive Officer and Chief Financial Officer, no changes during the quarter ended August 31, 2009 were identified
that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting.
|
Other Information |
None.
PART III
|
Directors, Executive Officers and Corporate Governance |
The information required by Item 10, with the exception of the information relating to the executive officers of the company, which is presented in Part I above under the heading "Executive Officers of the Registrant," is incorporated herein by reference to the following sections of the company's 2009 Proxy Statement: Proposal
1, Election of Directors; Information Concerning Corporate Governance, the Board of Directors and its Committees; and Section 16(a) Beneficial Ownership Reporting Compliance.
|
Executive Compensation |
The information required by Item 11 is incorporated herein by reference to the following sections of the company's 2009 Proxy Statement: Director Compensation; and Executive Compensation.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
The information required by Item 12 is incorporated herein by reference to the following sections of the company's 2009 Proxy Statement: Security Ownership of Certain Beneficial Owners; and Management and Equity Plan Information.
|
Certain Relationships and Related Transactions and Director Independence |
The information required by Item 13 is incorporated herein by reference to the following sections of the company's 2009 Proxy Statement: Certain Relationships and Related Party Transactions; and Information Concerning Corporate Governance, the Board of Directors and its Committees.
|
Principal Accounting Fees and Services |
The information required by Item 14 is incorporated herein by reference to the following sections of the company's 2009 Proxy Statement: Independent Registered Public Accounting Firm Fees and Services.
PART IV
|
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 |
Schedules I, III, IV and V are not submitted because they are not applicable or not required or because the required information is included in the Financial Statements in (1) above or notes thereto.
Other Financial Statements -
Separate financial statements of the registrant have been omitted because it is primarily an operating company, and all of its subsidiaries are included in the consolidated financial statements.
|
|
(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. |
WALGREEN CO. AND SUBSIDIARIES
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED AUGUST 31, 2009, 2008 AND 2007
(Dollars in Millions)
|
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 | |||||||
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Walgreen Co.:
We have audited the consolidated financial statements of Walgreen Co. and Subsidiaries (the "Company") as of August 31, 2009 and 2008, and for each of the three years in the period ended August 31, 2009, and the Company's internal control over financial reporting as of August 31, 2009, and have issued our report thereon dated October 26, 2009
(which report expresses an unqualified opinion and includes an explanatory paragraph related to the adoption of Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109, and Statement of Financial Accounting Standards No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans
– an amendment of FASB Statements No. 87, 88, 106, and 132(R)); such consolidated financial statements and report are included in your 2009 Annual Report to Shareholders and are incorporated herein by reference. Our audits also included the consolidated financial statement schedule of the Company listed in Item 15. This consolidated financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits.
In our opinion, such consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
/s/ DELOITTE & TOUCHE LLP
Chicago, Illinois
October 26, 2009
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
WALGREEN CO. | ||||||
|
(Registrant) | ||||||
|
By |
||||||
|
/s/ |
Wade D. Miquelon |
Executive Vice President and Chief Financial Officer |
Date: October 23, 2009 | |||
|
Wade D. Miquelon |
||||||
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934 this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
|
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 |
INDEX
|
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. |
16