Item 1. Description of Business
(a) General development of business.
Walgreen Co. (the "company" or "Walgreens") was incorporated in 1909 as a successor to a business founded in 1901 as a single retail drugstore in Chicago, Illinois, by Charles R. Walgreen, Sr. At August 31, 1994, the company operated 1,966 retail drugstores and 2 mail order facilities in 30 states and Puerto Rico.
In fiscal 1994, the company opened 194 new drugstores, acquired 2 stores, completed remodelings of 70 units, and closed 64 drugstores. Net selling space of drugstores was increased from 18.0 million to 19.3 million square feet. In the last five fiscal years, the company has opened 663 new drugstores, 1 new mail service facility, acquired 21 stores, completed remodelings of 624 units and closed 201 drugstores. In addition, 2 major distribution centers were added during the five-year period and 1 was closed.
The company expects to open 200 or more new stores annually for the next five years, with the goal of operating 3,000 stores by the year 2000. The company recently entered the Cleveland/Akron/Canton market with plans to have 15 stores open by Thanksgiving and expects to open four to five stores in Buffalo by Christmas. In the next three years, 25 to 30 stores are expected to open in Philadelphia, the first of which will open in the fall of 1995. The company intends to enter the Seattle/Tacoma market in fiscal 1996. An eighth major distribution center is planned to open in fiscal 1995 near Sacramento, California, to serve the growing store base in the western United States.
Walgreens Healthcare Plus is the company's three-year old pharmacy mail service subsidiary. The Orlando, Florida, state-of-the-art facility, opened September 1992. The company also plans to open a new and larger mail service facility in Tempe, Arizona, which is scheduled to be open in November 1994. This unit, with an initial capacity of 5,000 prescriptions per day, is designed to service future growth.
Technological advances include the continued implementation of the "Strategic Inventory Management System" designed to lower inventory investment and improve marketing capabilities. All major distribution centers are totally on this new system while store implementation continues. Store scanning is now providing marketing information that was not available a few years ago. Direct links between the company's pharmacy computer network and third party administrators represent over 80% of the company's third party business. These "links" cause faster reimbursement and lower rejection rates. A multi-million dollar project called Intercom Plus has begun. This system, which is a re-engineering of the prescription filling process, is designed to improve productivity and patient service. Store implementation is scheduled to begin in Spring 1995.
(b) Financial information about industry segments.
The company's primary business is the operation of retail drugstores.
(c) Narrative description of business.
(i) Principal products produced and services rendered.
The drugstores are engaged in the retail sale of prescription and nonprescription drugs and carry additional product lines such as general merchandise, liquor and beverages, cosmetics, toiletries and tobacco.
The estimated contributions of various product classes to sales for each of the last three fiscal years are as follows:
Percentage_________ Product Class 1994 1993 1992_
Prescription Drugs 41% 38% 37% General Merchandise * 24 25 25 Nonprescription Drugs * 13 14 14 Liquor, Beverages 9 10 11 Cosmetics, Toiletries * 9 9 9 Tobacco Products * 4 4 4__
Total Sales 100% 100% 100% ====== ====== ====== * Estimated based, in part, on periodic sampling of about 1% of retail units.
(ii) Status of a product or segment.
Not applicable.
(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 business.
Fuel and other sources of energy are relied upon for the distribution of merchandise and in the general operations of the retail stores. Increased energy costs over the years have not materially increased the costs of operations.
(iv) Patents, trademarks, licenses, franchises and concessions held.
Walgreens markets products under various trademarks and trade names and holds assorted business licenses (pharmacy, occupational, liquor, etc.) having various lives, which are necessary for the normal operation of business.
(v) Seasonal variations in business.
The business is seasonal in nature, with Christmas generating a higher proportion of sales and earnings than other periods. See the caption "The Walgreen Year...A Review by Quarters" on Page 30 of the Annual Report to Shareholders for the year ended August 31, 1994 ("Annual Report"), which is incorporated herein by reference.
(vi) Working capital practices.
During fiscal 1994 the company did obtain funds through the placement of commercial paper. The company generally finances its inventory and expansion needs with internally generated funds. However, short-term borrowings will be necessary to finance the growth in inventory prior to the 1994 Christmas season.
Due to the nature of the retail drugstore business, sales are principally for cash. Customer returns are immaterial.
(vii) Dependence upon limited number of customers.
Sales are to numerous customers which include health maintenance organizations (HMOs); 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 revenue.
(viii) Backlog Orders.
Not applicable.
(ix) Government contracts.
The company is not a party to any significant government contracts.
(x) Competitive conditions.
The drug store industry is highly competitive. As one of the volume leaders in the retail drug industry, Walgreens competes with various retailers, including chain and independent drugstores, grocery, variety and discount department stores. Competition remained keen during the fiscal year with the company competing on the basis of price, convenience and variety. The company's geographic dispersion tends to offset the impact of temporary economic and competitive conditions in individual markets.
Sales by geographic area for fiscal 1994 were as follows:
South and Southeast 28% Midwest Locations other than Chicago and Suburbs 21 Southwest 18 Chicago and Suburbs 14 West 10 East 9
(xi) Research and development activities.
The company does not engage in any material research activities.
(xii) Environmental disclosures.
Federal, state and local environmental protection requirements have no material effect upon capital expenditures, earnings or competitive position of the company.
(xiii) Number of employees.
The company employs approximately 61,900 persons, about 19,900 of whom are part-time employees working less than 30 hours per week.
(d) Financial information about foreign and domestic operations and export sales.
All the company sales occur within the continental United States and Puerto Rico. There are no export sales.
Item 2.
Item 2. Properties
The following are the principal facilities utilized by the company.
Office Facilities
Description Location Interest in Property_____
Office building 200 Wilmot Road Owned in fee by the (Corporate Headquarters) Deerfield, Illinois company. 3 buildings 255,000 square feet
Office building 300 Wilmot Road Owned in fee by the 2 buildings Deerfield, Illinois company. 148,000 square feet
Office building 1517 N. Bowman Ave. Leased, expiration date 42,000 square feet Danville, Illinois 10/31/2022, option to cancel with 12 months notice 10/31/02, 10/31/07, 10/31/12 and 10/31/17 with no penalty, option to cancel any time after 10/31/87, with 6 months notice provided the company offers to purchase upon the terms and conditions of the lease.
Office Facilities - continued:
Description Location Interest in Property_____
Data Processing facility 1084 Mt. Prospect Plaza Leased, expiration date and office building Mt. Prospect, Illinois 11/30/2005, 2 options to 72,000 square feet extend for 10 years each, and 6 options to extend for 5 years each thereafter.
Distribution Facilities
Description Location Interest in Property_____
Warehouse 5300 St. Charles Road Owned in fee by the 267,000 square feet Berkeley, Illinois company.
Warehouse addition 5300 St. Charles Road Leased from the Village 192,000 square feet Berkeley, Illinois of Berkeley, Illinois in connection with an Industrial Revenue Bond Issue, expiration date 12/1/98, with option to buy.
Warehouse 4400 State Highway 19 Leased, expiration date 357,000 square feet Windsor Township 2/28/2007, 5 options to Dane County, Wisconsin extend for 5 years, with option to buy.
Warehouse addition 4400 State Highway 19 Owned in fee by the 109,000 square feet Windsor Township company. Dane County, Wisconsin
Warehouse 2400 North Walgreen St. Leased, expiration date 200,000 square feet Flagstaff, Arizona 5/31/2003, 6 options to extend for 5 years each, with option to buy.
Warehouse addition 2400 North Walgreen St. Owned in fee by the 124,000 square feet Flagstaff, Arizona company.
Warehouse 8110 Kempwood Drive Owned in fee by the 404,000 square feet Houston, Texas company.
Warehouse 2455 Premier Row Leased, expiration date 206,000 square feet Orlando, Florida 3/31/2006, 5 options to extend for 5 years each, with option to buy.
Warehouse addition 2455 Premier Row Owned in fee by the 146,000 square feet Orlando, Florida company.
Warehouse 730 W. U.S. Highway 30 Owned in fee by the 91,000 square feet Valparaiso, Indiana company.
Warehouse 5100 Lake Terrace N.E. Owned in fee by the 431,000 square feet Mt. Vernon, Illinois company.
Distribution Facilities - continued:
Description Location Interest in Property_____ Warehouse 125 N. Commerce Way Owned in fee by the 324,000 square feet Bethlehem, Pennsylvania company.
Other Facilities
Description Location Interest in Property_____
Mail Order Pharmacy 519 W. Lone Cactus Drive Leased, expiration date 7,000 square feet Phoenix, Arizona 5/31/95.
Mail Order Pharmacy 7357 Greenbriar Parkway Leased, expiration date 37,000 square feet Orlando, Florida 8/31/2003, option to cancel with 6 months notice 8/13/97 and 8/31/2000.
Mail Order Pharmacy Price Elliot Research Pk. Facility owned in fee by (to open November 1994) Tempe, Arizona company; ground 80,000 square feet subleased, expiration date 12/31/2082, options to cancel 12/31/13 and every 5 years thereafter with 6 months notice.
All warehouses listed above are fully utilized and are served by electronic data processing systems for order processing control, operating efficiencies and rapid merchandise delivery to stores. All stores receive merchandise within two days of ordering. In addition, the company uses public warehouses to handle distribution needs. Distribution capacity is adequate now, but as the company continues to expand, additional space will be needed to maintain service levels. A major distribution center is planned to open in fiscal 1995 near Sacramento, California, to serve the growing store base in the western United States. This 335,000-square-foot facility, currently under construction, is owned in fee by the company. Studies are currently being performed to determine where and when distribution space will be added.
Most of the company's retail stores located in 30 states and Puerto Rico are leased and fully utilized. The leases are for various terms and periods. See the caption, "Leases" on page 26 of the Annual Report, which is incorporated herein by reference. However, the company owns approximately 4% of the retail stores open at August 31, 1994. The company has an aggressive expansion program of adding new stores and remodeling and repositioning existing stores. Over the past five years, approximately 70% of the Walgreen stores have been opened or remodeled.
The company's four principal office facilities are adequate for current needs and no plans are currently being made for additional space.
Item 3.
Item 3. Legal Proceedings
The information in response to this item is incorporated herein by reference to the caption "Contingencies" on page 27 of the Annual Report.
Item 4.
Item 4. 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.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following information is furnished with respect to each executive officer of the company as of August 31, 1994:
NAME AND BUSINESS EXPERIENCE AGE OFFICE HELD_____________
Charles R. Walgreen III 58 Chairman of the Board, Chairman of the Board since April Chief Executive Officer 1976 and Director Chief Executive Officer since 1971 Director since 1963
L. Daniel Jorndt 53 President, Chief President and Chief Operating Operating Officer and Officer since February 1990 Director Director since January 1990 Senior Vice President and Treasurer May 1985 to January 1990
Charles D. Hunter 64 Vice Chairman, Vice Chairman since February 1990 Chief Financial Officer Chief Financial Officer since 1976 and Director Director since 1974 Executive Vice President October 1978 to January 1990
Vernon A. Brunner 54 Executive Vice President Executive Vice President since February 1990 Senior Vice President January 1982 to January 1990
Glenn S. Kraiss 61 Executive Vice President Executive Vice President since February 1990 Senior Vice President January 1982 to January 1990
John R. Brown 58 Senior Vice President Senior Vice President since May 1985
John A. Rubino 53 Senior Vice President Senior Vice President since July 1991 Vice President October 1984 to July 1991
William A. Shiel 43 Senior Vice President Senior Vice President since July 1993 Vice President May 1985 to July 1993
EXECUTIVE OFFICERS OF THE REGISTRANT - continued:
NAME AND BUSINESS EXPERIENCE AGE OFFICE HELD_____________
Robert C. Atlas 59 Vice President Vice President since September 1987
David W. Bernauer 50 Vice President Vice President since February 1990 Treasurer February 1990 to June 1992 Regional Vice President September 1987 to January 1990
W. Lynn Earnest 51 Vice President and Vice President and Treasurer Treasurer since July 1992 Regional Vice President July 1980 to June 1992
Jerome B. Karlin 52 Vice President Vice President since September 1987
Julian A. Oettinger 55 Vice President, Vice President, Secretary and Secretary and General Counsel since January 1989 General Counsel
Roger L. Polark 46 Vice President Vice President since June 1988
Roger H. Clausen 52 Controller Controller since June 1988
There is no family relationship between any of the aforementioned officers of the company.
PART II
Item 5.
Item 5. Market for the Registrant's Common Stock and Related Security Holder Matters
The company's common stock is traded on the New York and Chicago Stock Exchanges under the symbol WAG. As of October 31, 1994 there were 29,910 recordholders of company common stock according to the records maintained by the company's transfer agent.
The range of the sales prices of the company's common stock by quarters and the cash dividends declared per common share during the two years ended August 31, 1994 are as follows:
Dividends Common Stock Prices Declared 1994 1993________ Quarter Ended 1994 1993 High Low High Low__ November $.17 $.15 $43 3/8 $36 7/8 $44 1/8 $37 1/4 February .17 .15 42 1/4 37 3/4 44 1/2 36 1/8 May .17 .15 42 3/4 39 7/8 42 3/4 36 5/8 August .17 .15 40 5/8 34 1/8 43 1/2 36 3/4 Fiscal Year $.68 $.60 $43 3/8 $34 1/8 $44 1/2 $36 1/8
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Item 6.
Item 6. Selected Financial Data
The information in response to this item is incorporated herein by reference to the caption "Eleven-Year Summary of Selected Consolidated Financial Data" on pages 18 and 19 of the Annual Report.
Item 7.
Item 7. 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 20 and 21 of the Annual Report.
Item 8.
Item 8. Financial Statements and Supplementary Data
See Item 14.
Item 9.
Item 9. Disagreements on Accounting and Financial Disclosure
None.
PART III
The information required for Items 10, 11 and 12, with the exception of the information relating to the executive officers of the Registrant, which is presented in Part I under the heading "Executive Officers of the Registrant", is incorporated herein by reference to the following sections of the Registrant's Proxy Statement:
Captions in Proxy Proxy Page Numbers
Names and ages of Director nominees, their principal occupations and other information 2
Securities Ownership of Directors and Officers 4 - 5
Executive Compensation 6 - 12
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) Documents filed as part of this report
(1) The following financial statements, supplementary data, and auditors' report appearing in the Annual Report are incorporated herein by reference. Annual Report Page Number_ Consolidated Statements of Earnings and Retained Earnings 22 for the years ended August 31, 1994, 1993 and 1992
Consolidated Balance Sheets at August 31, 1994 and 1993 23
Consolidated Statements of Cash Flows 24 for the years ended August 31, 1994, 1993 and 1992
Statement of Major Accounting Policies 25 - 26
Notes to Consolidated Financial Statements 26 - 28
Report of Independent Public Accountants 29
Summary of Quarterly Results for the years ended 30 August 31, 1994 and 1993 (Unaudited)
(2) The following financial statement schedules and related auditors' report are included herein. 10-K Page Number Schedule II Amounts Receivable from Related Parties, 16 Underwriters, Promoters and Employees Other Than Related Parties
Schedule V Property, Plant and Equipment 17
Schedule VI Accumulated Depreciation, Depletion and 18 Amortization of Property, Plant and Equipment
Schedule VIII Valuation and Qualifying Accounts 19
Report of Independent Public Accountants on Supplemental 20 Schedules
Schedules I, III, IV, VII, IX, X, XI, XII, XIII and XIV 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 subsidiaries included in the consolidated financial statements are deemed to be totally held.
(3) Exhibits 10(a) through 10(l) constitute management contracts or compensatory plans or arrangements required to be filed as exhibits pursuant to Item 14(c) of this Form 10-K.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Registrant during the quarter ending August 31, 1994.
(c) Exhibits
3. (a) Articles of Incorporation of the company, as amended.
(b) By-Laws of the company, as amended and restated effective as of February 1, 1990, filed as Exhibit 4.03 to the company's Form S-8 Registration Statement on July 15, 1992 (Registration No. 33-49676), and incorporated by reference herein.
4. (a) (i) Walgreen Co. Debt Securities Indenture dated as of May 1, 1986, between the company and Harris Trust and Savings Bank, Trustee, filed with the Securities and Exchange Commission as Exhibit 4(c) to the company's Form S-3 Registration Statement on May 22, 1986 (Registration No. 33-5903), and incorporated by reference herein.
(ii) Walgreen Co. Resolutions of Pricing Committee Relating to Debt Securities, filed with the Securities and Exchange Commission as Exhibit 4(a) to the company's Current Report on Form 8-K dated June 17, 1986 (File No. 1-604), and incorporated by reference herein.
(b) (i) Rights Agreement dated as of July 9, 1986, between the company and Harris Bank and Trust Company, filed with the Securities and Exchange Commission as Exhibit (1) to Registration Statement on Form 8-A on August 15, 1986 (File No. 1-604), and incorporated by reference herein.
(ii) Amendment to Rights Agreement dated as of October 18, 1988, between the company and Harris Bank and Trust Company. (Note 5)
10. (a) Top Management Long-Term Disability Plan. (Note 3)
(b) Executive Short-Term Disability Plan Description. (Note 3)
________________________________________________________________________________ See Notes on page 15.
(c) Walgreen Management Incentive Plan (as amended), filed with the Securities and Exchange Commission as Exhibit 10(a) to the company's Quarterly Report on Form 10-Q for the quarter ended May 31, 1994, and incorporated by reference herein.
(d) Walgreen Co. Restricted Performance Share Plan and amendments thereto effective October 18, 1988 and July 8, 1992, filed with the Securities and Exchange Commission as Exhibit 10(d) to the company's Annual Report on Form 10-K for the fiscal year ended August 31, 1992, and incorporated by reference herein.
(e) Walgreen Co. Executive Stock Option Plan (as amended effective October 13, 1992) filed with the Securities and Exchange Commission as Exhibit 19 to the company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1993, and incorporated by reference herein.
(f) (i) Walgreen Co. 1986 Director's Deferred Fee/Capital Accumulation Plan. (Note 1)
(ii) Walgreen Co. 1987 Director's Deferred Fee/Capital Accumulation Plan. (Note 2)
(iii) Walgreen Co. 1988 Director's Deferred Fee/Capital Accumulation Plan. (Note 4)
(iv) Walgreen Co. 1992 Director's Deferred Retainer Fee/Capital Accumulation Plan. (Note 8)
(g) (i) Walgreen Co. 1986 Executive Deferred Compensation/Capital Accumulation Plan. (Note 1)
(ii) Walgreen Co. 1988 Executive Deferred Compensation/Capital Accumulation Plan. (Note 4)
(iii) Amendments to Walgreen Co. 1986 and 1988 Executive Deferred Compensation/Capital Accumulation Plans. (Note 6)
(iv) Walgreen Co. 1992 Executive Deferred Compensation/Capital Accumulation Plan Series 1. (Note 8)
(v) Walgreen Co. 1992 Executive Deferred Compensation/Capital Accumulation Plan Series 2. (Note 8)
(h) Walgreen Co. Executive Deferred Profit-Sharing Plan (as restated effective April 13, 1994), filed with the Securities and Exchange Commission as Exhibit 10(b) to the company's Quarterly Report on Form 10-Q for the quarter ended May 31, 1994, and incorporated by reference herein.
(i) (i) Form of Change of Control Employment Agreements. (Note 5)
(ii) Amendment to Employment Agreements adopted July 12, 1989. (Note 7)
________________________________________________________________________________ See Notes on page 15.
(j) Walgreen Select Senior Executive Retiree Medical Expense Plan. (Note 6)
(k) Walgreen Co. Profit-Sharing Restoration Plan (restated effective January 1, 1993), filed with the Securities and Exchange Commission as Exhibit 10(k) to the company's Annual Report on Form 10-K for the fiscal year ended August 31, 1993, and incorporated by reference herein.
(l) Walgreen Co. Retirement Plan for Outside Directors. (Note 7)
11. The required information for this Exhibit is contained in the Consolidated Statements of Earnings and Retained Earnings for the years ended August 31, 1994, 1993 and 1992 and also in the Notes to Consolidated Financial Statements, each appearing in the Annual Report and previously referenced in Part IV, Item 14, Section (a)(1).
13. Annual Report to shareholders for the fiscal year ended August 31, 1994. 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 Public Accountants.
27. Financial Data Schedule.
________________________________________________________________________________ See Notes on page 15.
NOTES
(Note 1) Filed with the Securities and Exchange Commission as Exhibit 10 to the company's Annual Report on Form 10-K for the fiscal year ended August 31, 1986 (File No. 1-604), and incorporated by reference herein.
(Note 2) Filed with the Securities and Exchange Commission as Exhibit 10 to the company's Quarterly Report on Form 10-Q for the quarter ended November 30, 1986 (File No. 1-604), and incorporated by reference herein.
(Note 3) Filed with the Securities and Exchange Commission as Exhibit 10 to the company's Annual Report on Form 10-K for the fiscal year ended August 31, 1990, and incorporated by reference herein.
(Note 4) Filed with the Securities and Exchange Commission as Exhibit 10 to the company's Quarterly Report on Form 10-Q for the quarter ended November 30, 1987 (File No. 1-604), and incorporated by reference herein.
(Note 5) Filed with the Securities and Exchange Commission as Exhibit 10 to the company's Current Report on Form 8-K dated October 18, 1988 (File No. 1-604), and incorporated by reference herein.
(Note 6) Filed with the Securities and Exchange Commission as Exhibit 10 to the company's Quarterly Report on Form 10-Q for the quarter ended November 30, 1988 (File No. 1-604), and incorporated by reference herein.
(Note 7) Filed with the Securities and Exchange Commission as Exhibit 10 to the company's Annual Report on Form 10-K for the fiscal year ended August 31, 1989, and incorporated by reference herein.
(Note 8) Filed with the Securities and Exchange Commission as Exhibit 10 to the company's Annual Report on Form 10-K for the fiscal year ended August 31, 1992, and incorporated by reference herein.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SUPPLEMENTAL SCHEDULES
To the Board of Directors and Shareholders of Walgreen Co.:
We have audited in accordance with generally accepted auditing standards, the consolidated financial statements included in Walgreen Co. and Subsidiaries' annual report to shareholders incorporated by reference in this Form 10-K, and have issued our report thereon dated October 20, 1994. Our report on the financial statements includes an explanatory paragraph with respect to the changes in the methods of accounting for postretirement benefits other than pensions and income taxes as discussed in the Statement of Major Accounting Policies, under "Accounting Changes". Our audits were made for the purpose of forming an opinion on those statements taken as a whole. The supplemental schedules II, V, VI, and VIII included in this Form 10-K are the responsibility of the company's management and are presented for purposes of complying with the Securities and Exchange Commission's rules and are not part of the basic financial statements. These schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, fairly state in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole.
Arthur Andersen LLP
Chicago, Illinois, October 20, 1994
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______C. D. Hunter_______ Date: November 16, 1994 C. D. Hunter Vice Chairman Chief Financial Officer Director
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
____C. R. Walgreen III____ Chairman of the Board, Chief November 16, 1994 C. R. Walgreen III Executive Officer and Director
____L. D. Jorndt__________ President, Chief Operating November 16, 1994 L. D. Jorndt Officer and Director
____C. D. Hunter__________ Vice Chairman, Chief Financial November 16, 1994 C. D. Hunter Officer and Director
____Roger H. Clausen______ Controller November 16, 1994 Roger H. Clausen
____F. F. Canning_________ Director November 16, 1994 F. F. Canning
____Theodore Dimitriou____ Director November 16, 1994 Theodore Dimitriou
____James J. Howard_______ Director November 16, 1994 James J. Howard
____Cordell Reed__________ Director November 16, 1994 Cordell Reed
____John B. Schwemm_______ Director November 16, 1994 John B. Schwemm
__________________________ Director William H. Springer
_________________________ Director Marilou M. von Ferstel
INDEX TO EXHIBITS
A. DOCUMENTS FILED WITH THIS REPORT
Exhibit 3 (a) Articles of Incorporation of the company, as amended and restated.
Exhibit 13 Annual Report to Shareholders for the Fiscal Year Ended August 31, 1994.
Exhibit 21 Subsidiaries of the Registrant.
Exhibit 23 Consent of Independent Public Accountants.
Exhibit 27 Financial Data Schedule.
B. DOCUMENTS INCORPORATED BY REFERENCE
Exhibit 3(b) By-Laws of the company, as amended and restated.
Exhibit 4(a)(i) Walgreen Co. Debt Securities Indenture dated as of May 1, 1986, between the company and Harris Trust and Savings Bank, Trustee.
Exhibit 4(a)(ii) Walgreen Co. Resolutions of Pricing Committee Relating to Debt Securities.
Exhibit 4(b)(i) Rights Agreement dated as of July 9, 1986, between the company and Harris Bank and Trust Company.
Exhibit 4(b)(ii) Amendment to Rights Agreement dated as of October 18, 1988, between the company and Harris Bank and Trust Company.
Exhibit 10 Material contracts
(a) Top Management Long-Term Disability Plan.
(b) Executive Short-Term Disability Plan Description.
(c) Walgreen Management Incentive Plan, as amended.
(d) Walgreen Co. Restricted Performance Share Plan, as amended.
(e) Walgreen Co. Executive Stock Option Plan, Plan, as amended.
INDEX TO EXHIBITS (continued)
(f) (i) Walgreen Co. 1986 Director's Deferred Fee/Capital Accumulation Plan.
(ii) Walgreen Co. 1987 Director's Deferred Fee/Capital Accumulation Plan.
(iii) Walgreen Co. 1988 Director's Deferred Fee/Capital Accumulation Plan.
(iv) Walgreen Co. 1992 Director's Deferred Retainer Fee/Capital Accumulation Plan.
(g) (i) Walgreen Co. 1986 Executive Deferred Compensation/Capital Accumulation Plan.
(ii) Walgreen Co. 1988 Executive Deferred Compensation/Capital Accumulation Plan.
(iii) Amendments to Walgreen Co. 1986 and 1988 Executive Deferred Compensation/ Capital Accumulation Plans.
(iv) Walgreen Co. 1992 Executive Deferred Compensation/Capital Accumulation Plan Series 1.
(v) Walgreen Co. 1992 Executive Deferred Compensation/Capital Accumulation Plan Series 2.
(h) Walgreen Co. Executive Deferred Profit-Sharing Plan, as restated.
(i) (i) Form of Change of Control Employment Agreements.
(ii) Amendment to Employment Agreements.
(j) Walgreen Select Senior Executive Retiree Medical Expense Plan.
(k) Walgreen Co. Profit-Sharing Restoration Plan, as restated.
(l) Walgreen Co. Retirement Plan for Outside Directors.