8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 27, 2005

WALGREEN CO.
(Exact name of registrant as specified in its charter)

Illinois	1-604	36-1924025
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

200 Wilmot Road, Deerfield, Illinois	60015
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (847) 914-2500

Item 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On June 27, 2005, Walgreen Co. issued a press release announcing financial results for the quarter ended May 31, 2005. A copy of this press release is attached hereto as Exhibit 99.1.

In addition to the issuance of a press release, Walgreen Co. also conducted a webcast and posted certain financial data on its website regarding results for the quarter ended May 31, 2005. A transcript of this webcast is attached hereto as Exhibit 99.2, and the financial data is attached hereto as Exhibit 99.3.

This information, including exhibits attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to this Form 8-K in such a filing.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(c) The following exhibits are being furnished as part of this Form 8-K:

Exhibit Number	Description
Exhibit 99.1	Press Release issued by Walgreen Co., dated June 27, 2005, announcing the results for the quarter ended May 31, 2005.
Exhibit 99.2	Transcript of Walgreen Co.'s June 27, 2005 Webcast regarding the results for the quarter ended May 31, 2005.
Exhibit 99.3	Financial data of Walgreen Co. regarding the results for the quarter ended May 31, 2005.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		WALGREEN CO.
		(Registrant)
	By: /s/ William M. Rudolphsen
		William M. Rudolphsen
		Senior Vice President and
		Chief Financial Officer
		(Principal Financial Officer)
Date: June 28, 2005

EX-99.1

Contact: Michael Polzin
	(847) 914-2925
FOR IMMEDIATE RELEASE		INTERNET: http://www.walgreens.com

WALGREEN CO. REPORTS 20.1 PERCENT EARNINGS INCREASE,

RECORD SALES IN THIRD QUARTER 2005

DEERFIELD, Ill., June 27, 2005 - Walgreen Co. (NYSE, NASDAQ: WAG) today reported 20 percent earnings growth for both its third quarter and first nine months of fiscal 2005. This was achieved while opening 85 new stores in the quarter. Walgreens operated 391 more stores at the end of the quarter versus a year ago.

Net earnings for the quarter ended May 31 were up 20.1 percent to $411.0 million or 40 cents per share (diluted), from $342.3 million or 33 cents per share (diluted) in the same quarter a year ago. Excluding gains of $6.6 million this year and $3.0 million last year from litigation settlements, third quarter earnings rose 19.5 percent to $406.9 million or 40 cents per share (diluted) from last year's $340.4 million or 33 cents per share (diluted).

"We had another terrific quarter with improved gross margins and higher than expected prescription numbers and non-pharmacy sales," said Chairman and CEO David Bernauer. He added that Walgreens investment in chainwide digital photo labs has improved the overall profitability of the company's photofinishing business. "We're well positioned for the fast-growing demand for printing digital photos," said Bernauer.

According to IMS Health Inc., a company that measures prescription sales, Walgreens expanded its pharmacy market share during the first quarter of calendar 2005 in every state in which it operates. IMS Health also reported that Walgreens captured about two-thirds of all retail prescription growth in Texas and Florida, the states with the biggest growth in retail prescriptions filled.

Net earnings for the nine months climbed 20.0 percent to $1.231 billion or $1.20 per share (diluted), versus last year's $1.025 billion or 99 cents per share (diluted). Excluding gains of $26.3 million this year and $15.7 million last year from litigation settlements, earnings for the nine months rose 19.5 percent to $1.214 billion or $1.18 per share (diluted) from last year's $1.016 billion or 98 cents per share (diluted).

Sales increased 13.1 percent to a record $10.8 billion for the third quarter and 12.9 percent to $31.7 billion for the first nine months. Total sales in comparable stores (those open more than a year) were up 8.7 percent in the quarter, while front-end comparable store sales rose 6.1 percent.

Prescription sales, which accounted for 65 percent of total sales in the quarter, climbed 14.0 percent. Prescription sales in comparable stores rose 10.2 percent in the quarter. Third party plans now account for 93 percent of all prescription sales.

"A better indication of our pharmacy strength than sales increases is the 8.8 percent gain in the number of prescriptions we filled at comparable stores," said President Jeff Rein. That gain was helped in part by the later flu season this year compared to 2004.

Gross profit margins were up 94 basis points versus the year-ago quarter to 27.85 as a percent to sales. Growth in generic drug sales, better purchasing terms and more digital photofinishing all contributed to the increase. Overall front-end margins were slightly lower as a result of the sales mix and competitive positioning.

But lower-priced generic drugs also slowed the company's sales growth, impacting the selling, occupancy and administration expense ratio. Third quarter SO&A costs increased 70 basis points over the previous year, from 21.26 to 21.96 as a percent to sales. Also contributing to the higher ratio were costs associated with various legal matters and store payroll and expenses.

Walgreens is expanding its managed care business, especially its pharmacy benefit manager, Walgreens Health Initiatives. WHI's Advantage90, a 90-day retail prescription refill plan for patients who take a medication on an ongoing basis, helps clients lower their pharmacy expenses. A recent study, validated by a major healthcare consulting firm, revealed that for plans offering Advantage90 for at least 12 months, each 90-day retail prescription filled under the program cost on average $10 less than a 90-day mail service prescription. That helped clients save nearly 2 percent on their total drug expenditures.

WHI also is a leader in the PBM industry in generic drug dispensing. Its generic utilization rate across its entire pharmacy network and mail service for the first quarter of calendar 2005 was 56.3 percent.

At May 31, Walgreens operated 4,805 drugstores in 45 states and Puerto Rico, versus 4,414 a year ago. Net new store growth - after relocations and closings - reached 223 through the first nine months of fiscal 2005. The company remains on target for a net increase in fiscal 2005 of 365 stores, while total store openings should reach approximately 440. In fiscal 2006, the company anticipates a net increase of 390 new stores after closings and relocations, with an overall expansion of 475 new stores.

For additional information on the quarter's results, investors can listen to a recorded Webcast discussion on Walgreens Investor Relations Web site at: http://investor.walgreens.com.

This news release may contain forward-looking statements that involve risks and uncertainties. The following factors could cause results to differ materially from management expectations as projected in such forward-looking statements: seasonal variations, competition, risks of new business areas, the availability and cost of real estate and construction, and changes in federal or state legislation or regulations. Investors are referred to the "Cautionary Note Regarding Forward-Looking Statements" in the Company's most recent Form 10-K/A, which Note is incorporated into this news release by reference.

WALGREEN CO.
COMPARATIVE CONDENSED STATEMENTS OF EARNINGS
(Unaudited: in millions, except per share data)

	QUARTER ENDED			NINE MONTHS ENDED
	May 31 2005	May 31 2004 restated (C)	Percent Change	May 31 2005	May 31 2004 restated (C)	Percent Change
Net sales	$ 10,830.6	$ 9,578.5	13.1%	$ 31,706.7	$ 28,081.5	12.9%
Earnings before taxes	$ 655.0	$ 547.6	19.6%	$ 1,948.5	$ 1,640.6	18.8%
Income taxes (B)	$ (244.0)	$ (205.3)		$ (718.0)	$ (615.2)
Net earnings (A, B)	$ 411.0	$ 342.3	20.1%	$ 1,230.5	$ 1,025.4	20.0%
Net earnings per share (A, B) Basic Diluted	$ .41 $ .40	$ .33 $ .33	24.2% 21.2%	$ 1.21 $ 1.20	$ 1.00 $ .99	21.0% 21.2%
Dividends declared per share	$ .0525	$ .04313	21.7%	$ .1575	$ .12938	21.7%
Average shares outstanding Basic Diluted	1,019.5 1,029.1	1,023.3 1,030.3		1,021.2 1,029.4	1,024.2 1,031.6

1. This year's quarter also includes a $6.6 million pre-tax ($4.1 million after-tax) gain for litigation settlements versus a gain in last year's quarter of $3 million pre-tax ($1.9 million after tax) from litigation settlements. Excluding these gains, earnings for the quarter increased 19.5 percent to $406.9 million or 40 cents per share (diluted) from last year's $340.4 million or 33 cents per share (diluted).
   
   Fiscal 2005 nine months also includes a $26.3 million pre-tax ($16.5 million after-tax) gain for litigation settlements versus a $15.7 million pre-tax ($9.8 million after-tax) gain in last year's period for litigation settlements. Excluding these gains, earnings for the nine months increased 19.5 percent to $1,214.0 million or $1.18 per share (diluted) from last year's $1,015.6 million or 98 cents per share (diluted).
   
   
2. Fiscal 2005 third quarter and nine months results included an effective income tax rate of 37.25 percent and 36.85 percent, respectively, versus 37.50 percent for the same periods last year.
   
   
3. As disclosed in the March 21, 2005 Form 8-K, prior year amounts have been restated for a non-cash correction of lease accounting errors. The restatement increased 2004 expenses by $3.7 million pre-tax (less than $.01 per share, diluted) for the quarter and $12.2 million ($.01 per share, diluted) for the nine months.
   

# # # # #

EX-99.2

Walgreen Co.

Webcast - Third Quarter 2005

June 27, 2005

Hello, and thanks for tuning in to Walgreens audio webcast for the third quarter of fiscal year 2005. I'm Rick Hans, Walgreens Director of Finance, and I invite you to use this information in conjunction with the press release and other financial information posted on our Web site.

Safe Harbor Language

Before we begin, I'd like to go over the safe harbor language. Certain statements and projections of future results made in this presentation constitute forward-looking information that is based on current market, competitive and regulatory expectations that involve risk and uncertainty. Please see page 6 of our Form 10-K/A, dated August 31, 2004, for a discussion of factors as they relate to forward-looking statements. Prior period amounts have been restated for the accounting of leases consistent with our March 21, 2005 press release and 8-K.

Sales and Earnings

Today we announced strong sales and profit growth, while opening 85 new stores in the third quarter. In fact, we operated 391 more stores at the end of this quarter versus a year ago. Our sales for the quarter ended May 31 were up 13.1 percent to a record $10.8 billion. Net earnings for the quarter climbed a healthy 20.1 percent to $411.0 million or 40 cents per share, diluted. Excluding gains of $6.6 million this year and $3.0 million last year from litigation settlements, third quarter earnings rose 19.5 percent to $406.9 million or 40 cents per share (diluted) from last year's $340.4 million or 33 cents per share (diluted). Operating income also showed a strong gain in the quarter of 17.8 percent.

For the first nine months of fiscal 2005, sales increased 12.9 percent to $31.7 billion. Net earnings rose 20.0 percent to $1.231 billion or $1.20 per share, diluted. Excluding gains of $26.3 million this year and $15.7 million last year from litigation settlements, earnings for the nine months rose 19.5 percent to $1.214 billion or $1.18 per share (diluted) from last year's $1.016 billion or 98 cents per share (diluted).

We recorded a LIFO charge of $24.2 million this quarter, versus a charge of $12.7 million in the year-ago period. This quarter's higher charge is because of our current LIFO rate of 1.75 percent versus a rate of 1.5 percent in the year-ago quarter.

Driving our performance was our pharmacy business, in which we continue to see strong gains. Of note are Texas and Florida - the No. 1 and 2 ranked states in new retail prescription growth. Data published by IMS Health for the first quarter of calendar 2005 shows we captured about two-thirds of all new retail prescription growth in these two important states. Overall, IMS data shows we expanded our pharmacy market share in every state in which we operate.

Prescription sales accounted for 65 percent of our third-quarter sales and increased 14.0 percent. That increase was held down by about 2.5 percentage points because more generic drugs were dispensed. While generics are more profitable than name-brand drugs, their lower price impacts pharmacy sales increases.

That's why we believe a better indicator of pharmacy performance is the number of prescriptions we're filling. And in the third quarter, the number of prescriptions we filled in comparable stores - those stores open more than a year - increased a very strong 8.8 percent. Keep in mind that the quarter benefited from the later flu season this year compared to 2004.

Our store count at the end of the quarter reached 4,805, versus 4,414 a year ago. Our fiscal year net new store growth - which is store openings minus relocations and closings - remains on target to reach our goal of 365 more stores. We should open an overall total of about 440 new stores this year. Looking ahead to fiscal 2006, we anticipate a net increase of 390 new stores, with an overall expansion of approximately 475 new stores before closings and relocations. And we remain on track to operate more than 7,000 stores in 2010.

Comparable Sales

Taking a closer look at sales, total comparable store sales were up 8.7 percent in the quarter, while front-end comparable store sales rose 6.1 percent. Pharmacy comparable store sales climbed 10.2 percent in the quarter.

Gross Profit Margins and SO&A

For the fourth consecutive quarter, we're reporting a strong increase in gross profit margins. These were up 94 basis points to 27.85 as a percent to sales. The increase was led by growth in generic drug sales, better purchasing terms and higher photofinishing margins, thanks to more in-store processing and digital printing. Overall, front-end sales showed slightly lower margins as a result of the sales mix and competitive positioning.

Our investment in chainwide digital photo labs has improved the overall profitability of our photofinishing business. And we're well positioned for the fast-growing demand for printing digital photos.

Third quarter selling, occupancy and administration expenses increased 70 basis points over the previous year, from 21.26 to 21.96 as a percent to sales. Lower-priced generic drugs, which slow overall sales growth, continue to impact our SO&A expense ratio. The other leading contributors to the higher expense ratio were costs associated with various legal matters and store payroll and expense increases.

Tax Rate

The effective annual tax rate for the third quarter this year was 37.25 percent, compared to 37.50 percent in last year's third quarter. The effective annual tax rate for the first nine months of this year was 36.85 percent compared to 37.50 percent in the year ago period.

[Preliminary and unaudited]

From the Balance Sheet

The consolidated balance sheet and statements of cash flows can be found at investor.walgreens.com under the tab, "Financials." While sales were up 13.1 percent in the quarter, inventories rose 19.4 percent. Inventories increased beyond the impact of new store and distribution center growth in order to further improve in-stock conditions.

Accounts receivable increased 16.7 percent, in line with third-party prescription sales growth. Meanwhile, accounts payable increased 7.2 percent, mainly due to the timing of payments and a lower cash overdraft position versus last year.

Cash and short-term investments decreased from $1.859 billion at the end of last year's third quarter to $1.370 billion at the end of this year's third quarter. Increased investments in share repurchases and inventories were the main contributors to this decrease. Our share repurchase program, which was announced a year ago, calls for repurchasing up to $1 billion worth of stock over four years. As of May 31, we've repurchased $308.2 million worth of company stock.

Please note on the balance sheet that investments in auction-rate securities have been reclassified from cash and cash equivalents to short-term investments available for sale.

Wrapup

Our performance in the third quarter of fiscal 2005 demonstrates the great opportunity Walgreens has for future growth. Strong pharmacy trends are driving our sales and store expansion. And the new Medicare drug benefit that begins Jan. 1 will help more seniors obtain the prescriptions they need to stay healthy.

For other pharmacy patients and their insurance plans, we released great news earlier this month on the cost savings of getting 90-day prescriptions at retail pharmacies. Our pharmacy benefit manager unit, Walgreens Health Initiatives, had a recent study validated by a major healthcare consulting firm that showed, on average, a $10 savings on each prescription filled using a retail pharmacy instead of mail service for a 90-day supply. That shows how face-to-face communication with a retail pharmacist can have a powerful effect on lowering a drug plan's pharmacy expenses.

Walgreens Health Initiatives is also doing a great job lowering clients' spending on medications by dispensing more and more generic drugs. In fact, our PBM is a leader in its industry by dispensing generics more than 56 percent of the time in the first quarter of this calendar year.

Thank you for listening. Our next earnings announcement, for the fourth quarter and year-end of fiscal 2005, is scheduled for Sept. 26th. Once again, thanks for being a loyal Walgreen shareholder, and remember, "You're Always Welcome at Walgreens!"

# # # # # # #

EX-99.3

COMPARATIVE INCOME STATEMENT		3rd Qtr Ending: 05/31/2005				9 Months Ending: 05/31/2005
		Amounts in Millions		Favorable/Unfavorable		Amounts in Millions		Favorable/Unfavorable
PRELIMINARY		This Year	Last Year	Amount	Pct	This Year	Last Year	Amount	Pct
Net Sales		10,830.6	9,578.5	1,252.1	13.1%	31,706.7	28,081.5	3,625.2	12.9%
Costs and Deductions
	Cost of Sales	7,814.4	7,000.7	-813.7	-11.6%	22,852.0	20,498.0	-2,354.0	-11.5%
	Selling, Occupancy & Admin [3]	2,378.7	2,036.8	-341.9	-16.8%	6,955.2	5,969.0	-986.2	-16.5%
Operating Income		637.5	541.0	96.5	17.8%	1,899.5	1,614.5	285.0	17.7%
	Net Other, Income(Expense)[1][2]	17.5	6.6	10.9	165.2%	49.0	26.1	22.9	87.7%
Earnings Before Taxes		655.0	547.6	107.4	19.6%	1,948.5	1,640.6	307.9	18.8%
	Income Taxes	244.0	205.3	-38.7	-18.9%	718.0	615.2	-102.8	-16.7%
Earnings After Taxes		411.0	342.3	68.7	20.1%	1,230.5	1,025.4	205.1	20.0%
[1]	2004 Drug antitrust litigation settlements: 2nd Qtr - (2 Totaling) $12.7; 3rd Qtr - $3.0; 4th Qtr - $0.6
[2]	2005 Drug antitrust litigation settlements: 1st Qtr - $15.0; 2nd Qtr - $4.7; 3rd Qtr - $6.6
[3]	Prior period amounts have been restated for the accounting of leases consistent with our March 21st, 2005 press release and 8-K.
Earnings Per Share - Basic [3]		$ 0.41	$ 0.33	$ 0.08	24.2%	$ 1.21	$ 1.00	$ 0.21	21.0%
	Before Drug Litigation	$ 0.40	$ 0.33	$ 0.07	21.2%	$ 1.19	$ 0.99	$ 0.20	20.2%
Earnings Per Share - Diluted [3]		$ 0.40	$ 0.33	$ 0.07	21.2%	$ 1.20	$ 0.99	$ 0.21	21.2%
	Before Drug Litigation	$ 0.40	$ 0.33	$ 0.07	21.2%	$ 1.18	$ 0.98	$ 0.20	20.4%
Dividends Per Share		$ 0.05250	$ 0.04313	$ 0.00937	21.7%	$ 0.15750	$ 0.12938	$ 0.02812	21.7%
Weighted Avg Shares Basic		1,019.5	1,023.3			1,021.2	1,024.2
Weighted Avg Shares Diluted		1,029.1	1,030.3			1,029.4	1,031.6
Return on Avg Shareholder Equity [1][2][3]		4.8%	4.4%			14.4%	13.5%
Effective Income Tax Rate [3]		37.25%	37.50%			36.85%	37.50%
LIFO Charge/(Credit)		24.2	12.7			69.8	55.2

INCOME STATEMENT SUMMARY		1st Qtr Ending: 11/30/2004			2nd Qtr Ending: 02/28/2005			6 Months Ending: 02/28/2005			3rd Qtr Ending: 05/31/2005			9 Months Ending: 05/31/2005
		% of	% to Sales		% of	% to Sales		% of	% to Sales		% of	% to Sales		% of	% to Sales
PRELIMINARY		Chg	2004	2003	Chg	2005	2004	Chg	2005	2004	Chg	2005	2004	Chg	2005	2004
Net Sales		13.4%	100.00	100.00	12.3%	100.00	100.00	12.8%	100.00	100.00	13.1%	100.00	100.00	12.9%	100.00	100.00
Costs and Deductions
	Cost of Sales	11.8%	72.61	73.63	11.0%	71.50	72.34	11.4%	72.03	72.95	11.6%	72.15	73.09	11.5%	72.07	72.99
	Selling, Occupancy & Admin [3]	16.6%	22.42	21.79	16.1%	21.48	20.77	16.4%	21.92	21.25	16.8%	21.96	21.26	16.5%	21.94	21.26
	Sub-Total	12.9%	95.03	95.42	12.2%	92.98	93.11	12.5%	93.95	94.20	12.8%	94.11	94.35	12.6%	94.01	94.25
Earnings Before Other Income		22.9%	4.97	4.58	14.4%	7.02	6.89	17.6%	6.05	5.80	17.8%	5.89	5.65	17.7%	5.99	5.75
	Net Other, Income(Expense)[1][2]	617.9%	0.20	0.03	-31.7%	0.10	0.17	61.5%	0.15	0.11	165.2%	0.16	0.07	87.7%	0.16	0.09
Earnings Before Taxes		27.1%	5.17	4.61	13.3%	7.12	7.06	18.3%	6.20	5.91	19.6%	6.05	5.72	18.8%	6.15	5.84
	Effective Income Tax Rate		35.72%	37.50%		37.25%	37.50%		36.64%	37.50%		37.25%	37.50%		36.85%	37.50%
Earnings After Taxes		30.7%	3.32	2.88	13.7%	4.47	4.41	20.0%	3.93	3.69	20.1%	3.79	3.57	20.0%	3.88	3.65
[1]	2004 Drug antitrust litigation settlements: 2nd Qtr - (2 Totaling) $12.7; 3rd Qtr - $3.0; 4th Qtr - $0.6
[2]	2005 Drug antitrust litigation settlements: 1st Qtr - $15.0; 2nd Qtr - $4.7; 3rd Qtr - $6.6
[3]	Prior period amounts have been restated for the accounting of leases consistent with our March 21st, 2005 press release and 8-K.&nb sp;

								PRELIMINARY						CONTINUING OPERATIONS
		Total	Percent Change in Sales				Key Operating Ratios			Other Items			Company Income and Return on Sales
		Company	Total	Drug Stores			Gross		Op	Net	Other		Pre-Tax	Tax	Income After Taxes
Period		Sales	Co	Total	Comp	Est	Profit	SGA	Income	Interest	Income	% Sales	% Sales	Rate	Amount	% Sales	% Chg
		Amounts in Millions							Other Income: Antitrust Litigation Settlements
04-Q1		8,720.8	16.5	16.5	11.9	10.4	26.37	21.79	4.58	2.8	0.0	0.03	4.61	37.50	251.5	2.88	9.9
04-Q2		9,782.2	15.8	15.8	11.5	9.9	27.66	20.77	6.89	4.0	12.7	0.17	7.06	37.50	431.6	4.41	17.0
04-Q3		9,578.5	15.0	15.0	10.4	8.7	26.91	21.26	5.65	3.6	3.0	0.07	5.72	37.50	342.3	3.57	16.4
04-Q4		9,426.7	14.3	14.3	9.7	7.8	27.74	22.31	5.43	6.9	0.6	0.08	5.51	37.50	324.4	3.44	18.7
2004		37,508.2	15.4	15.4	10.9	9.3	27.19	21.52	5.67	17.3	16.3	0.09	5.76	37.50	1,349.8	3.60	15.9
		Amounts in Millions							Other Income: Antitrust Litigation Settlements
05-Q1		9,889.1	13.4	13.4	9.4	7.9	27.39	22.42	4.97	5.1	15.0	0.20	5.17	35.72	328.6	3.32	30.7
05-Q2		10,987.0	12.3	12.3	7.7	6.2	28.50	21.48	7.02	6.7	4.7	0.10	7.12	37.25	490.9	4.47	13.7
05-Q3		10,830.6	13.1	13.1	8.7	7.0	27.85	21.96	5.89	10.9	6.6	0.16	6.05	37.25	411.0	3.79	20.1
05-Q4
2005		31,706.7	12.9	12.9	8.6	7.1	27.93	21.94	5.99	22.7	26.3	0.16	6.15	36.85	1,230.5	3.88	20.0
	Prior period amounts have been restated for the accounting of leases consistent with our March 21st, 2005 press release and 8-K.

							STORE COUNT AND MONTHLY SALES INCREASES
								PRELIMINARY
Number of Drug Stores
					Six				Nine				Total
		1st Qtr	2nd Qtr		Mos		3rd Qtr		Mos		4th Qtr		Year
2003-04	Start of Period	4,227	4,291		4,227		4,336		4,227		4,414		4,227
	Opened	85	55		140		88		228		208		436
	Relocation	-20	-6		-26		-9		-35		-34		-69
	Closed	-1	-4		-5		-1		-6		-6		-12
	End of Period	4,291	4,336		4,336		4,414		4,414		4,582		4,582
2004-05	Start of Period	4,582	4,680		4,582		4,738		4,582
	Opened	111	67		178		85		263
	Relocation	-10	-7		-17		-17		-34
	Closed	-3	-2		-5		-1		-6
	End of Period	4,680	4,738		4,738		4,805		4,805
Monthly Sales Percent Increases
		Sep	Oct	Nov	Dec	Jan	Feb	Mar	Apr	May	Jun	Jul	Aug	Year
	2003-04	17.8	16.6	15.3	17.7	13.2	16.3	17.4	15.1	12.6	15.5	13.4	14.1	15.4
	2004-05	13.2	11.8	15.2	8.9	14.6	14.3	16.1	9.6	13.4				12.9

						PRELIMINARY
INTERIM HIGHLIGHTS					Six		Nine		Total
		1st Qtr	2nd Qtr		Mos	3rd Qtr	Mos	4th Qtr	Year
Total Sales	2003-04	8,720.8	9,782.2		18,503.0	9,578.5	28,081.5	9,426.7	37,508.2
(In Millions)	2004-05	9,889.1	10,987.0		20,876.1	10,830.6	31,706.7
% of Increase	2003-04	16.5%	15.8%		16.1%	15.0%	15.8%	14.3%	15.4%
	2004-05	13.4%	12.3%		12.8%	13.1%	12.9%
Net Income	2003-04	251.5	431.6		683.1	342.3	1,025.4	324.4	1,349.8
[1][2]	2004-05	328.6	490.9		819.5	411.0	1,230.5
(In Millions)
% of Increase	2003-04	9.9%	17.0%		14.3%	16.4%	15.0%	18.7%	15.9%
	2004-05	30.7%	13.7%		20.0%	20.1%	20.0%
Diluted [1][2]
Earnings Per Share	2003-04	$ 0.24	$ 0.42		$ 0.66	$ 0.33	$ 0.99	$ 0.32	$ 1.31
Before Drug Litigation		$ 0.24	$ 0.41		$ 0.65	$ 0.33	$ 0.98	$ 0.32	$ 1.30
	2004-05	$ 0.32	$ 0.48		$ 0.80	$ 0.40	$ 1.20
Before Drug Litigation		$ 0.31	$ 0.47		$ 0.78	$ 0.40	$ 1.18
	[1] Antitrust Litigations		2004		2005
		1st Qtr			15.0
* Two settlements		2nd Qtr	12.7	*	4.7
		3rd Qtr	3.0		6.6
		4th Qtr	0.6
[2] Prior period amounts have been restated for the accounting of leases consistent with our March 21st, 2005 press release and 8-K.

							PRELIMINARY
CONSOLIDATED BALANCE SHEET [1]			May 31	May 31				May 31	May 31
			2005	2004				2005	2004
Current Assets			(Amounts in Millions)		Current Liabilities
	Cash & Equivalents		541.2	637.1		Short Term Borrowings		0.0	0.0
	Short Term Investments Available For Sale		829.0	1,221.5		Trade Accounts Payable		2,827.1	2,636.9
	Accounts Receivable, Less Allowance		1,515.7	1,298.3		Other Current Liabilities		1,454.4	1,329.2
	Inventories		5,204.6	4,359.8		Income Taxes		106.5	139.4
	Other Current Assets		191.9	152.6			Total Current Liabilities	4,388.0	4,105.5
		Total Current Assets	8,282.4	7,669.3
Non-Current Assets					Non-Current Liabilities
	Property and Equipment		5,931.5	5,255.4		Deferred Income Taxes		271.8	227.4
	Other Non-Current Assets		127.7	111.0		Other Non-Current Liabilities		965.3	783.3
		Total Non-Current Assets	6,059.2	5,366.4			Total Non-Current Liabilities	1,237.1	1,010.7
					Total Liabilities			5,625.1	5,116.2
					Shareholder Equity			8,716.5	7,919.5
Total Assets			14,341.6	13,035.7	Total Liabilities & Equity			14,341.6	13,035.7
STATEMENT OF CASH FLOWS [1]			May 31	May 31				May 31	May 31
			2005	2004				2005	2004
Cash Flows From Operating Activities			(Amounts in Millions)		Provided/(Used) by Invest & Finance
	Net Income		1,230.5	1,025.4		Property, Plant & Equipment		(855.9)	(630.9)
	Depreciation & Amortization		352.2	288.2		Employee Stock Plan Proceeds		137.6	101.3
	Inc Tax Savings From Employee Stock Plans		25.4	25.6		Property & Equip Disp and Other		10.8	16.1
	Deferred Income Taxes		(25.4)	23.4		Cash Dividends		(161.1)	(132.6)
	Other		43.8	33.6		Stock Purchases		(644.7)	(184.6)
						Net Proceeds from Corp Owned Life Ins		8.5	8.6
						Other		24.3	(11.3)
						Short Term Investments Available For Sale		437.8	(1,217.1)
Changes in Current Assets & Liabilities:
	Inventory		(466.0)	(157.2)
	Trade Accounts Payable		185.6	229.0
	Accrued Expenses & Liabilities		42.5	151.1
	Income Taxes		40.5	33.5	Provided/(Used) by Invest & Finance			(1,042.7)	(2,050.5)
	Accounts Receivable		(344.3)	(300.3)
	Insurance Reserve		71.1	84.5		Changes In Cash & Equivalents		97.2	(630.9)
	Other Current Assets		(16.0)	(17.2)		Beginning Cash & Equivalents		444.0	1,268.0
Provided/(Used) for Operating Activities			1,139.9	1,419.6	Cash & Equivalents at End of Period			541.2	637.1
[1] Prior period amounts have been restated for the accounting of leases consistent with our March 21st, 2005 press release and 8-K.