Walgreen may have misrepresented to investors its financial condition as it was in material disputes with a large third-party provider of prescription drugs.

This is a securities class action lawsuit against Walgreen and certain of its officers and directors.

Walgreen operates a chain of drugstores in the United States.

Ths class action lawsuit alleges that Walgreen was experiencing a steady decline in the growth of its core business -- filling retail drug prescriptions. Throughout the Class Period, Walgreen failed to disclose declining growth rates for Walgreen's generic prescription business and misled investors concerning the sustainability of Walgreen's profits and sales. According to the complaint, unbeknownst to Walgreen's public shareholders, underlying the erosion of Walgreen's earnings was a material contract dispute with one of the nation's largest third-party providers of prescription drug benefits, CVS Caremark.

During 2007, Walgreen disputed Caremark's reimbursement rates for a number of prescription drug plans located primarily in the upper Midwestern U.S., which were negatively impacting Walgreen's earnings. On October 1, 2007, prior to the market opening, Walgreen issued a press release announcing its financial results for its fourth fiscal quarter and fiscal year 2006. For the fourth quarter, Walgreen reported net income of $0.40 per share, far below analysts' earnings expectations of $0.47 per share.

In response to the announcement, the price of Walgreen stock declined from $47.00 per share to $39.96 per share, on extremely heavy trading volume. Then, on November 29, 2007, Walgreen announced that "[a]fter many months" of dispute with Caremark over the reimbursement rates for four prescription plans, Walgreen withdrew as a pharmacy provider from the plans. Following this announcement, shares of Walgreen common stock declined to a new three-year low of $36.59 per share at the close of trading on November 30, 2007.