|
þ
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
¨
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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Illinois
|
36-1924025
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(State
of Incorporation)
|
(I.R.S.
Employer Identification No.)
|
200 Wilmot Road, Deerfield,
Illinois
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60015
|
(Address
of principal executive offices)
|
(Zip
Code)
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Yes
þ No
¨
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Large
accelerated filer þ
Accelerated Filer ¨ Non-accelerated
filer¨
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Yes
¨ No
þ
|
Item
1.
|
|||
a)
|
4
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||
b)
|
5 | ||
c)
|
6 | ||
d)
|
7 | ||
Item
2.
|
10 | ||
Item
3.
|
17 | ||
Item
4.
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17 |
Item
1.
|
17 | |
Item
2.
|
18 | |
Item
6.
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18 |
WALGREEN
CO. AND SUBSIDIARIES CONSOLIDATED CONDENSED FINANCIAL
STATEMENTS
|
WALGREEN CO. AND SUBSIDIARIES
|
||||||||||||
CONSOLIDATED
CONDENSED BALANCE SHEETS
|
||||||||||||
(UNAUDITED)
|
||||||||||||
(In
Millions, except shares and per share amounts)
|
||||||||||||
May
31,
|
August
31,
|
May
31,
|
||||||||||
2008
|
2007
|
2007
|
||||||||||
Assets
|
||||||||||||
Current
Assets:
|
||||||||||||
Cash
and cash equivalents
|
$ | 471.8 | $ | 254.8 | $ | 567.4 | ||||||
Short-term
investments - available for sale
|
- | - | 190.7 | |||||||||
Accounts
receivable, net
|
2,395.1 | 2,236.5 | 2,003.6 | |||||||||
Inventories
|
7,063.8 | 6,790.5 | 6,455.7 | |||||||||
Other
current assets
|
252.8 | 228.7 | 200.3 | |||||||||
Total
Current Assets
|
10,183.5 | 9,510.5 | 9,417.7 | |||||||||
Non-Current
Assets:
|
||||||||||||
Property
and equipment, at cost, less accumulated depreciation and amortization of
$3,081.7 at May 31, 2008, $2,776.6 at August 31, 2007 and $2,706.3 at May
31, 2007
|
9,307.7 | 8,199.9 | 7,753.8 | |||||||||
Goodwill
|
1,418.2 | 1,060.2 | 398.2 | |||||||||
Other
non-current assets
|
678.2 | 543.0 | 374.6 | |||||||||
Total
Non-Current Assets
|
11,404.1 | 9,803.1 | 8,526.6 | |||||||||
Total
Assets
|
$ | 21,587.6 | $ | 19,313.6 | $ | 17,944.3 | ||||||
Liabilities
& Shareholders' Equity
|
||||||||||||
Current
Liabilities:
|
||||||||||||
Short-term
borrowings
|
$ | 1,136.3 | $ | 878.5 | $ | - | ||||||
Trade
accounts payable
|
4,173.3 | 3,733.3 | 3,709.0 | |||||||||
Accrued
expenses and other liabilities
|
2,169.5 | 2,104.4 | 1,942.3 | |||||||||
Income
taxes
|
23.2 | 28.1 | 51.2 | |||||||||
Total
Current Liabilities
|
7,502.3 | 6,744.3 | 5,702.5 | |||||||||
Non-Current
Liabilities:
|
||||||||||||
Deferred
income taxes
|
149.6 | 158.2 | 114.3 | |||||||||
Other
non-current liabilities
|
1,400.7 | 1,306.8 | 1,226.1 | |||||||||
Total
Non-Current Liabilities
|
1,550.3 | 1,465.0 | 1,340.4 | |||||||||
Shareholders'
Equity:
|
||||||||||||
Preferred
stock $.0625 par value; authorized 32 million shares, none
issued
|
- | - | - | |||||||||
Common
stock $.078125 par value; authorized 3.2 billion shares; issued
1,025,400,000 at May 31, 2008, August 31, 2007 and May 31,
2007
|
80.1 | 80.1 | 80.1 | |||||||||
Paid-in
capital
|
573.4 | 558.8 | 562.8 | |||||||||
Employee
stock loan receivable
|
(44.4 | ) | (51.6 | ) | (59.1 | ) | ||||||
Retained
earnings
|
13,460.0 | 12,026.8 | 11,724.5 | |||||||||
Accumulated
other comprehensive loss
|
(4.3 | ) | (3.9 | ) | - | |||||||
Treasury
stock, at cost; 35,516,560 shares at May 31, 2008, 34,258,643 at August
31, 2007 and 32,055,845 at May 31, 2007
|
(1,529.8 | ) | (1,505.9 | ) | (1,406.9 | ) | ||||||
Total
Shareholders' Equity
|
12,535.0 | 11,104.3 | 10,901.4 | |||||||||
Total
Liabilities & Shareholders' Equity
|
$ | 21,587.6 | $ | 19,313.6 | $ | 17,944.3 |
WALGREEN CO. AND SUBSIDIARIES
|
||||||||||||||||
CONSOLIDATED
CONDENSED STATEMENTS OF EARNINGS
|
||||||||||||||||
(UNAUDITED)
|
||||||||||||||||
(In
Millions, except per share amounts)
|
||||||||||||||||
Three
Months Ended May 31,
|
Nine
Months Ended May 31,
|
|||||||||||||||
2008
|
2007
|
2008
|
2007
|
|||||||||||||
Net
sales
|
$ | 15,015.7 | $ | 13,698.3 | $ | 44,437.2 | $ | 40,340.5 | ||||||||
Costs
and Deductions:
|
||||||||||||||||
Cost
of sales
|
10,776.8 | 9,821.1 | 31,848.9 | 28,851.9 | ||||||||||||
Selling,
general and administrative expenses
|
3,325.1 | 3,022.4 | 9,858.5 | 8,941.4 | ||||||||||||
14,101.9 | 12,843.5 | 41,707.4 | 37,793.3 | |||||||||||||
Interest
(expense) income, net
|
(1.5 | ) | 11.2 | (3.6 | ) | 32.0 | ||||||||||
Earnings
before income tax provision
|
912.3 | 866.0 | 2,726.2 | 2,579.2 | ||||||||||||
Income
tax provision
|
340.0 | 304.8 | 1,012.5 | 934.4 | ||||||||||||
Net
earnings
|
$ | 572.3 | $ | 561.2 | $ | 1,713.7 | $ | 1,644.8 | ||||||||
Net
earnings per common share:
|
||||||||||||||||
Basic
|
$ | .58 | $ | .56 | $ | 1.73 | $ | 1.64 | ||||||||
Diluted
|
$ | .58 | $ | .56 | $ | 1.72 | $ | 1.63 | ||||||||
Dividends
declared
|
$ | .0950 | $ | .0775 | $ | .2850 | $ | .2325 | ||||||||
Average
shares outstanding
|
990.2 | 995.8 | 990.9 | 1,000.5 | ||||||||||||
Dilutive
effect of stock options
|
3.8 | 7.6 | 5.2 | 7.8 | ||||||||||||
Average
shares outstanding assuming dilution
|
994.0 | 1,003.4 | 996.1 | 1,008.3 | ||||||||||||
WALGREEN CO. AND SUBSIDIARIES
|
||||||||
CONSOLIDATED
CONDENSED STATEMENTS OF CASH FLOWS
|
||||||||
(UNAUDITED)
|
||||||||
(In
Millions)
|
||||||||
Nine
Months Ended May 31,
|
||||||||
2008
|
2007
|
|||||||
Cash
flows from operating activities:
|
||||||||
Net
earnings
|
$ | 1,713.7 | $ | 1,644.8 | ||||
Adjustments
to reconcile net earnings to net cash provided by operating activities
-
|
||||||||
Depreciation
and amortization
|
607.7 | 495.9 | ||||||
Deferred
income taxes
|
(58.5 | ) | (16.6 | ) | ||||
Stock
compensation expense
|
56.0 | 62.4 | ||||||
Income
tax savings from employee stock plans
|
1.0 | 4.8 | ||||||
Other
|
6.6 | 3.1 | ||||||
Changes
in operating assets and liabilities -
|
||||||||
Accounts
receivable, net
|
(273.1 | ) | 58.1 | |||||
Inventories
|
(232.6 | ) | (377.4 | ) | ||||
Other
assets
|
(19.9 | ) | (17.3 | ) | ||||
Trade
accounts payable
|
430.1 | (116.5 | ) | |||||
Accrued
expenses and other liabilities
|
42.8 | 215.7 | ||||||
Income
taxes
|
166.9 | 48.5 | ||||||
Other
non-current liabilities
|
50.3 | 78.4 | ||||||
Net
cash provided by operating activities
|
2,491.0 | 2,083.9 | ||||||
Cash
flows from investing activities:
|
||||||||
Purchases
of short-term investments - available for sale
|
- | (5,892.8 | ) | |||||
Proceeds
from sale of short-term investments - available for sale
|
- | 6,129.5 | ||||||
Additions
to property and equipment
|
(1,652.6 | ) | (1,252.1 | ) | ||||
Proceeds
from sale of assets
|
13.9 | 31.3 | ||||||
Business
and intangible asset acquisitions, net of cash received
|
(527.4 | ) | (315.6 | ) | ||||
Net
proceeds from corporate-owned life insurance policies
|
11.8 | 5.7 | ||||||
Net
cash used for investing activities
|
(2,154.3 | ) | (1,294.0 | ) | ||||
Cash
flows from financing activities:
|
||||||||
Net
proceeds from short-term borrowings
|
262.5 | - | ||||||
Payments
of debt
|
(28.5 | ) | - | |||||
Stock
purchases
|
(220.1 | ) | (895.8 | ) | ||||
Proceeds
related to employee stock plans
|
160.9 | 205.1 | ||||||
Cash
dividends paid
|
(282.5 | ) | (233.2 | ) | ||||
Bank
overdrafts
|
- | (213.9 | ) | |||||
Other
|
(12.0 | ) | (4.6 | ) | ||||
Net
cash used for financing activities
|
(119.7 | ) | (1,142.4 | ) | ||||
Changes
in cash and cash equivalents:
|
||||||||
Net
increase (decrease) in cash and cash equivalents
|
217.0 | (352.5 | ) | |||||
Cash
and cash equivalents at beginning of year
|
254.8 | 919.9 | ||||||
Cash
and cash equivalents at end of period
|
$ | 471.8 | $ | 567.4 |
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
May
31,
|
May
31,
|
May
31,
|
May
31,
|
|||||||||||||
Components of Net Periodic Benefit Costs (In
Millions)
|
2008
|
2007
|
2008
|
2007
|
||||||||||||
Service
cost
|
$ | 3.5 | $ | 3.4 | $ | 10.4 | $ | 10.2 | ||||||||
Interest
cost
|
5.9 | 5.5 | 17.8 | 16.5 | ||||||||||||
Amortization
of actuarial loss
|
1.4 | 1.4 | 4.2 | 4.2 | ||||||||||||
Amortization
of prior service cost
|
(1.1 | ) | (1.0 | ) | (3.3 | ) | (3.1 | ) | ||||||||
Total
postretirement benefit cost
|
$ | 9.7 | $ | 9.3 | $ | 29.1 | $ | 27.8 |
May
31, 2008
|
May
31, 2007
|
|||||||
Balance
outstanding
|
$ | 1,136.3 | - | |||||
Maximum
outstanding at any month-end
|
1,166.5 | - | ||||||
Average
daily short-term borrowings
|
743.3 | - | ||||||
Weighted-average
interest rate
|
2.21 | % | - | % |
Percentage
Increases
|
||||||||||||||||
Three
Months Ended May 31,
|
Nine
Months Ended May 31,
|
|||||||||||||||
2008
|
2007
|
2008
|
2007
|
|||||||||||||
Net
Sales
|
9.6
|
12.5 | 10.2 | 14.5 | ||||||||||||
Net
Earnings
|
2.0
|
19.6 | 4.2 | 22.9 | ||||||||||||
Comparable
Drugstore Sales
|
3.4 | 7.8 | 4.5 | 8.7 | ||||||||||||
Prescription
Sales
|
8.9 | 13.8 | 10.3 | 16.2 | ||||||||||||
Comparable
Drugstore Prescription Sales
|
2.7 | 9.0 | 4.5 | 10.6 | ||||||||||||
Front-End
Sales
|
11.1 | 11.7 | 9.9 | 12.4 | ||||||||||||
Comparable
Drugstore Front-End Sales
|
4.6 | 5.6 | 4.4 | 5.7 | ||||||||||||
Gross
Profit
|
9.3 | 16.0 | 9.6 | 17.2 | ||||||||||||
Selling,
General and Administrative Expenses
|
10.0 | 14.7 | 10.3 | 15.6 |
Percent
to Sales
|
||||||||||||||||
Three Months Ended May 31,
|
Nine Months Ended May 31,
|
|||||||||||||||
2008
|
2007
|
2008
|
2007
|
|||||||||||||
Gross
Margin
|
28.2 | 28.3 | 28.3 | 28.5 | ||||||||||||
Selling,
General and Administrative Expenses
|
22.1 | 22.1 | 22.2 | 22.2 |
Other
Statistics
|
||||||||||||||||
Three Months Ended May 31,
|
Nine Months Ended May 31,
|
|||||||||||||||
2008
|
2007
|
2008
|
2007
|
|||||||||||||
Prescription Sales as a % of Net Sales | 65.5 | 65.9 | 64.7 | 64.6 | ||||||||||||
Third Party Sales as a % of Total Prescription Sales | 95.5 | 94.8 | 95.2 | 94.7 | ||||||||||||
Total Number of Prescriptions (in millions) | 157.5 | 150.0 | 465.9 | 437.9 | ||||||||||||
Total Number of Locations | 6,727 | 5,751 |
Goodwill
and other intangible asset impairment -
|
|
Goodwill
and other indefinite-lived intangible assets are not amortized, but are
evaluated for impairment annually or whenever events or changes in
circumstances indicate that the value of a certain asset may be
impaired. The process of evaluating goodwill for impairment
involves the determination of fair value. Inherent in such fair
value determinations are certain judgments and estimates, including the
interpretation of economic indicators and market valuations and
assumptions about our business plans. We have not made any
material changes to the method of evaluating goodwill and intangible asset
impairments during the last three years. Based on current
knowledge, we do not believe there is a reasonable likelihood that there
will be a material change in the estimate or assumptions used to determine
impairment.
|
|
Allowance
for doubtful accounts -
|
|
The
provision for bad debt is based on both specific receivables and historic
write-off percentages. We have not made any material changes to
the method of estimating our allowance for doubtful accounts during the
last three years. Based on current knowledge, we do not believe
there is a reasonable likelihood that there will be a material change in
the estimate or assumptions used to determine the
allowance.
|
|
Vendor
allowances -
|
|
Vendor
allowances are principally received as a result of purchase levels, sales
or promotion of vendors' products. Allowances are
generally recorded as a reduction of inventory and are recognized as a
reduction of cost of sales when the related merchandise is
sold. Those allowances received for promoting vendors' products
are offset against advertising expense and result in a reduction of
selling, general and administrative expenses to the extent of advertising
incurred, with the excess treated as a reduction of inventory
costs. We have not made any material changes to the method of
estimating our vendor allowances during the last three
years. Based on current knowledge, we do not believe there is a
reasonable likelihood that there will be a material change in the estimate
or assumptions used to determine vendor allowances.
|
|
Liability
for closed locations -
|
|
The
liability is based on the present value of future rent obligations and
other related costs (net of estimated sublease rent) to the first lease
option date. We have not made any material changes to the
method of estimating our liability for closed locations during the last
three years. Based on current knowledge, we do not believe
there is a reasonable likelihood that there will be a material change in
the estimate or assumptions used to determine the
liability.
|
|
Liability
for insurance claims -
|
|
The
liability for insurance claims is recorded based on estimates for claims
incurred. The provisions are estimated in part by considering
historical claims experience, demographic factors and other actuarial
assumptions and are not discounted. We have not made any
material changes to the method of estimating our liability for insurance
claims during the last three years. Based on current knowledge,
we do not believe there is a reasonable likelihood that there will be a
material change in the estimate or assumptions used to determine the
liability.
|
|
Cost
of sales -
|
|
Drugstore
cost of sales is derived based on point-of-sale scanning information with
an estimate for shrinkage and adjusted based on periodic
inventories. Inventories are valued at the lower of cost or
market determined by the LIFO method. We have not made any
material changes to the method of estimating cost of sales during the last
three years. Based on current knowledge, we do not believe
there is a reasonable likelihood that there will be a material change in
the estimate or assumptions used to determine cost of
sales.
|
Rating
Agency
|
Long-Term
Debt Rating
|
Outlook
|
Commercial
Paper Rating
|
Outlook
|
Moody's
|
Aa3
|
Negative
|
P-1
|
Stable
|
Standard
& Poor's
|
A+
|
Stable
|
A-1
|
Stable
|
Payments
Due by Period (In Millions)
|
||||||||||||||||||||
Total
|
Less
than 1 Year
|
1-3
Years
|
3-5
Years
|
Over
5 Years
|
||||||||||||||||
Operating
leases (1)
|
$ | 31,907.3 | $ | 1,754.2 | $ | 3,725.4 | $ | 3,643.2 | $ | 22,784.5 | ||||||||||
Purchase
obligations (2):
|
||||||||||||||||||||
Open
inventory purchase orders
|
1,558.5 | 1,558.5 | - | - | - | |||||||||||||||
Real
estate development
|
1,033.8 | 1,022.1 | 11.7 | - | - | |||||||||||||||
Other
corporate obligations
|
519.9 | 188.9 | 259.5 | 35.1 | 36.4 | |||||||||||||||
Insurance*
|
495.9 | 158.2 | 153.8 | 89.1 | 94.8 | |||||||||||||||
Retiree
health*
|
392.5 | 9.4 | 22.4 | 27.6 | 333.1 | |||||||||||||||
Closed
location obligations*
|
66.9 | 16.7 | 20.5 | 11.5 | 18.2 | |||||||||||||||
Capital
lease obligations *(1)
|
42.1 | 2.0 | 4.3 | 3.4 | 32.4 | |||||||||||||||
Other
long-term liabilities reflected on the balance sheet*
|
644.2 | 54.6 | 100.7 | 91.6 | 397.3 | |||||||||||||||
Total
|
$ | 36,661.1 | $ | 4,764.6 | $ | 4,298.3 | $ | 3,901.5 | $ | 23,696.7 |
(1)
|
Amounts
for operating leases and capital leases do not include certain operating
expenses under the leases such as common area maintenance, insurance and
real estate taxes. These expenses for the company's most recent
fiscal year were $255.6 million.
|
(2)
|
The
purchase obligations include agreements to purchase goods or services that
are enforceable and legally binding and that specify all significant
terms, including open purchase
orders.
|
Insurance
|
$
270.7
|
Inventory
obligations
|
114.4
|
Real
estate development
|
14.0
|
Other
|
8.1
|
Total
|
$
407.2
|
PART
II. OTHER
INFORMATION
|
Item
2. UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS
|
(c)
|
The
following table provides information about purchases by the company during
the quarter ended May 31, 2008 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
|
Approximate
Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)
|
||||||||||||
3/1/2008
- 3/31/2008
|
- | - | - | $ | 655,123,821 | |||||||||||
4/1/2008
- 4/30/2008
|
1,000,000 | $ | 36.7855990 | - | $ | 655,123,821 | ||||||||||
5/1/2008
- 5/31/2008
|
1,000,000 | $ | 35.6398800 | - | $ | 655,123,821 | ||||||||||
Total
|
2,000,000 | $ | 36.2127395 | - | $ | 655,123,821 |
(1)
|
The
company repurchased an aggregate of 2,000,000 shares of its common stock
in open-market transactions to satisfy the requirements of the company's
employee stock purchase and option plans, as well as the company's
Nonemployee Director Stock Plan.
|
(2)
|
On
January 10, 2007, the Board of Directors approved a stock repurchase
program ("2007 repurchase program"), pursuant to which up to $1 billion of
the company's common stock may be purchased prior to the expiration date
of the program on January 20, 2011. This program was announced
in the company's report on Form 8-K, which was filed on January 11,
2007. The total remaining authorization under the repurchase
program as $655,123,821 as of May 31,
2008.
|
(a)
|
Exhibits
|
3.
|
(a)
|
Articles
of Incorporation of the company, as amended, filed with the Securities and
Exchange Commission as Exhibit 3(a) to the company's Quarterly Report on
Form 10-Q for the quarter ended February 28, 1999, and incorporated by
reference herein.
|
|
(b)
|
By-Laws
of the company, as amended and restated effective as of October 7, 2007,
filed with the Securities and Exchange Commission as Exhibit 3(b) to the
company's Current Report on Form 8-K dated October 15, 2007, and
incorporated by reference herein.
|
||
10.1
|
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 the company's
Current Report on Form 8-K (File No. 1-00604), and incorporated by
reference herein.
|
||
10.2
|
Agreement
and Plan of Merger entered into among Walgreen Co., Putter Acquisition
Sub, Inc. and I-trax, Inc. dated March 14, 2008, filed with the
Securities and Exchange Commission on March 17, 2008 as Exhibit 2.1
to the company's Current Report on Form 8-K (File No. 1-00604), and
incorporated by reference herein.
|
||
31.1
|
Certification
of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
||
31.2
|
Certification
of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
||
32.1
|
Certification
of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002,
18
U.S.C. Section 1350.
|
||
32.2
|
Certification
of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002,
18
U.S.C. Section 1350.
|
WALGREEN CO.
|
|
(Registrant)
|
|
Dated:
July 1, 2008
|
/s/ W.D. Miquelon
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W.D.
Miquelon
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Senior
Vice President
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(Chief
Financial Officer)
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Dated:
July 1, 2008
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/s/ M.M. Scholz
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M.M.
Scholz
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Controller
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(Chief
Accounting Officer)
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