Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 11-K

FOR THE YEAR ENDED DECEMBER 31, 2008

 

 

(Mark One)

 

x	ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

 

¨	TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

Commission File Number: 001-01011

 

A.	Full title of the plan and the address of the plan, if different from that of the issuer named below:

THE 401(K) PLAN AND THE EMPLOYEE STOCK OWNERSHIP PLAN OF CVS

CAREMARK CORPORATION AND AFFILIATED COMPANIES

 

B.	Name of the issuer of the securities held pursuant to the plan and the address of its principal executive office:

CVS CAREMARK CORPORATION

ONE CVS DRIVE

WOONSOCKET, RI 02895

 

 

REQUIRED INFORMATION

THE 401(K) PLAN AND THE EMPLOYEE STOCK OWNERSHIP PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES (THE PLAN) IS SUBJECT TO THE REQUIREMENTS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974 (ERISA). ATTACHED HERETO IS A COPY OF THE MOST RECENT FINANCIAL STATEMENTS AND SCHEDULES OF THE PLAN PREPARED IN ACCORDANCE WITH THE FINANCIAL REPORTING REQUIREMENTS OF ERISA.

 

 

 

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THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP

PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES

FINANCIAL STATEMENTS AND SCHEDULES

DECEMBER 31, 2008 AND 2007

CONTENTS

 

		Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		2
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Plan Benefits		3
Statements of Changes in Net Assets Available for Plan Benefits		4
Notes to Financial Statements		5
SUPPLEMENTARY SCHEDULE:
Schedule of Assets (Held at End of Year)		20
SIGNATURE		30
EXHIBIT INDEX		31
Exhibit 23.1 Consent of Ernst & Young L.L.P.

 

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Table of Contents

Report of Independent Registered Public Accounting Firm

The Administrative Committee of

The 401(k) Plan and the Employee Stock Ownership

Plan of CVS Caremark Corporation and Affiliated Companies

We have audited the accompanying statements of net assets available for benefits of the 401(k) Plan and the Employee Stock Ownership Plan of CVS Caremark Corporation and Affiliated Companies (the “Plan”) as of December 31, 2008 and 2007, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2008 and 2007, and the changes in net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2008, is presented for the purpose of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

/s/ Ernst & Young LLP

Boston, Massachusetts

June 25, 2009

 

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THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP

PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES

Statements of Net Assets Available for Plan Benefits

December 31, 2008 and 2007

 

		2008				2007
Assets:
Investments, at fair value (note 10):
Common collective trust funds (note 2 (c))		$	588,581,980			$	418,988,531
Mutual funds (note 2 (c))			823,998,133				1,256,242,700
Common stock (note 2 (c))			629,619,451				871,655,696
Preference shares (note 2 (c))			476,629,734				698,708,632
Loans to participants (note 4)			80,026,920				70,490,989
			2,598,856,218				3,316,086,548
Receivables:
Interest and dividends (note 2 (h))			763,603				14,438,669
Employer contributions (note 1 (d))			36,144,984				12,069,525
Employee contributions (note 1 (d))			13,646,403				13,588,143
Other receivables			—				1,159,946
			50,554,990				41,256,283
Total assets, at fair value			2,649,411,208				3,357,342,831
Liabilities:
Notes payable (note 1 (c))			—				44,500,000
Accrued expenses and other liabilities			979,064				13,683,969
Total liabilities			979,064				58,183,969
Net assets available for benefits, at fair value			2,648,432,144				3,299,158,862
Adjustments from fair value to contract value for fully benefit-responsive investment contracts			(35,349,307	)			(9,606,631	)
Net assets available for benefits		$	2,613,082,837			$	3,289,552,231

See accompanying notes to financial statements.

 

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THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP

PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES

Statements of Changes in Net Assets Available for Plan Benefits

Years ended December 31, 2008 and 2007

 

		2008				2007
Investment activity:
Interest and dividend income (note 2 (h))		$	71,332,698			$	84,388,617
Realized and unrealized (losses) / gains (note 5)			(934,821,638	)			358,780,824
Total investment activity			(863,488,940	)			443,169,441
Contributions:
Employer contributions (note 1 (d))			120,975,072				97,935,254
Employee contributions (note 1 (d))			221,207,792				204,669,524
Rollovers			15,700,176				16,281,592
Total contributions			357,883,040				318,886,370
Deductions:
Benefits paid to participants (notes 1 (a) and 2 (d))			161,512,303				155,579,411
Interest expense (note 1 (c))			3,791,400				6,994,920
Administrative expenses (note 1 (h))			5,559,791				6,274,800
Total deductions			170,863,494				168,849,131
Net (decrease) / increase for the year			(676,469,394	)			593,206,680
Net assets beginning of the year			3,289,552,231				2,696,345,551
Net assets end of the year		$	2,613,082,837			$	3,289,552,231

See accompanying notes to financial statements.

 

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THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP

PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES

Notes to Financial Statements

December 31, 2008 and 2007

 

(1)	Plan Description

The following description of the 401(k) Plan and the Employee Stock Ownership Plan of CVS Caremark Corporation and Affiliated Companies (the “Plan”) provides only general information. Participants should refer to the Plan documents for a more complete description of the Plan’s provisions.

 

(a)

Background

The Plan is a defined contribution plan subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended. The general administration of the Plan and the responsibility for carrying out the provisions of the Plan are maintained by a committee (the “Benefit Plans Committee”) of not less than three persons appointed by the Board of Directors of CVS Caremark Corporation (“CVS Caremark” or the “Company”), the sponsor of the Plan. In accordance with the provisions of the Plan, the Benefit Plans Committee has appointed an administrator (the “Administrator”) and a trustee (the “Trustee”). The Administrator maintains participant account records and instructs the Trustee to execute transactions such as benefit payments to participants. The Trustee holds the assets of the Plan and executes transactions at the direction of the Benefit Plans Committee and the Administrator.

The ESOP and the 401(k) Plan were established as of January 1, 1989.

Effective April 10, 2002, the 401(k) Profit Sharing Plan of CVS Corporation (the “401(k) Plan”) was merged into this Plan, and the name of this plan was changed from CVS Corporation and Subsidiaries Employee Stock Ownership Plan (the “ESOP”) to the 401(k) Plan and the Employee Stock Ownership Plan of CVS Corporation and Affiliated Companies. All assets and liabilities under the 401(k) Plan as of April 10, 2002 were transferred to the Plan and, as of that date, benefits for the participants and beneficiaries of the 401(k) Plan have been paid from the Plan. See note 2(a) for further breakdown between ESOP and 401(k) assets.

Effective March 22, 2007, pursuant to the Agreement and Plan of Merger dated as of November 1, 2006, as amended, Caremark Rx, Inc. (“Caremark”) was merged into a newly formed subsidiary of CVS Caremark Corporation (“CVS”) with the CVS subsidiary continuing as the surviving entity (the “Caremark Merger”). Subsequently, the name of this plan was changed from the 401(k) Plan and the Employee Stock Ownership Plan of CVS Corporation and Affiliated Companies to the 401(k) Plan and the Employee Stock Ownership Plan of CVS Caremark Corporation and Affiliated Companies. The Plan has not been amended to allow for participation by Caremark employees and as such, the financial statements herein do not reflect any consolidation of benefits as provided to employees by Caremark at the time of the Caremark Merger.

 

(b)

Eligibility

Employees are eligible to participate in the Plan upon attainment of age 21 and on the earliest of:

 

•

The first payroll period of the first month after completion of 90 continuous days of service as a full-time employee; or

 

•

Completion of 12 months of service beginning on the employee’s hire date with at least 1,000 hours worked; or

 

•

Completion of at least 1,000 hours of service in the course of one calendar year.

 

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THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP

PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES

Notes to Financial Statements (Continued)

December 31, 2008 and 2007

 

“Employees” referred to above are defined as regular employees of the Company other than:

 

•

A nonresident alien receiving no United States (“U.S.”) earned income from the Company;

 

•

An individual covered under a collective bargaining agreement (unless the agreement provides for membership);

 

•

A leased employee (as defined in the Internal Revenue Code);

 

•

A temporary employee (as determined by the Company); or

 

•

An independent contractor or consultant (as defined by the Company).

 

(c)

Leveraged ESOP Transaction

On June 23, 1989, the ESOP borrowed $357,500,000 from qualified lenders at an interest rate of 8.60% for a 20-year term (the “ESOP Notes”). The loan to the ESOP was guaranteed by CVS Caremark. The ESOP used the proceeds of the loan to purchase 6,688,494 shares of CVS Caremark Corporation Series One ESOP Convertible Preference Stock (“ESOP Preference Stock”). Each share of ESOP Preference Stock is convertible into shares of CVS Caremark Common Stock at the election of the Plan’s Trustee. The conversion rate is 4.628 shares of CVS Caremark Common Stock for each share of ESOP Preference Stock. Shares of ESOP Preference Stock converted into common stock and authorized and unissued amounted to 213,395 and 192,396 shares in 2008 and 2007, respectively. The annual dividend on the ESOP Preference Stock is $3.90 per share. Cash dividend payments on unallocated ESOP Preference Stock are used to make debt service payments and are not allocated to participants’ accounts.

In accordance with the terms of the loan agreement, the interest rate on the loan was adjusted as of January 1, 1995 in connection with the increase in the Federal income tax rate to 35%. The adjusted interest rate was 8.52%.

As the Plan makes principal payments, a specified percentage of ESOP Preference Stock became available to be allocated to participants’ accounts. The lenders have no rights against the shares once they are allocated to participants’ accounts. If the amount of a scheduled debt payment due by the Plan on its notes payable outstanding is in excess of the cash available to the Plan from dividends, CVS Caremark contributes to the Plan the amount of the difference. The borrowing was collateralized by the unallocated shares of ESOP Preference Stock.

As of December 31, 2008, the Plan repaid all outstanding amounts under the terms of the ESOP Notes described above.

 

(d)

Contributions

Participants may elect to have the Company contribute to their accounts from 1% to 85% of the compensation that would otherwise be due them, in multiples of 1%, pursuant to a salary reduction agreement. Each participant’s total elective deferrals for any calendar year may not exceed 85% of annual compensation or the maximum allowed by the Internal Revenue Code (the “Code”); whichever is less, as specified in the Plan document. The maximum elective deferrals allowed by the Code were $15,500 for 2008 and 2007.

 

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PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES

Notes to Financial Statements (Continued)

December 31, 2008 and 2007

 

The Company matches 100% up to 5% of eligible pre-tax compensation contributed, 50% to the employees’ Plan account quarterly and 50% to the employees’ ESOP Diversification Account at year-end if the employee is actively employed at that time. Shares of ESOP Preference Stock allocated to a participant account are calculated by dividing the greater of $53.45 (the cash liquidation value as specified in the Plan document) or the market price of CVS Caremark Common Stock at the time of allocation. Shortfalls in the number of shares allocated to participants and new shares to be allocated based on debt retirements are alleviated by the use of forfeited shares as described in 1(i) below. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account (see 1(g) below). The ESOP portion of the match may be diversified into other 401(k) investment elections any time after it has been made. Upon the merger of the two plans, this matching contribution agreement was not changed.

All employees at least age 50 that contribute the maximum amount to the Plan are permitted to make additional pre-tax catch-up contributions. Catch-up contributions may be made up to an additional $5,000 for 2008 and 2007.

 

(e)

Participant’s Account

Each participant’s account is credited with an allocable share of their selected Plan’s investments, ESOP Preference Stock and any unrealized appreciation or depreciation and interest and dividends of those investments. The total amount of new shares to be allocated each year is calculated by multiplying the ratio of each year’s debt service payments to total current and future debt service payments by the total number of unallocated shares of ESOP Preference Stock in the Plan. Allocations to individual participant’s accounts are based on the number of shares due to each participant as described in 1(d) above.

 

(f)

Vesting

Participants become fully vested in Company contributions made to their accounts prior to January 1, 2002, upon the completion of five years of credited service. For Company contributions made after January 1, 2002, participants will vest after three years of credited service and as of January 1, 2006, all Company contributions are 100% vested in accordance with Safe Harbor requirements.

Participants whose account balances have been transferred into the Plan from other defined contribution plans maintain at least the degree of vesting in the account they had at the time of the transfer. Notwithstanding the foregoing, participants are fully vested in, and have a nonforfeitable right to (1) their accounts upon death or disability, and (2) any elective deferrals described in note 1(d).

 

(g)

Payment of Benefits

Upon termination of service by the participant, the Administrator will direct the Trustee to pay to the participant their benefit under one or more options, such as a single lump-sum, or in equal annual installments over a period not exceeding fifteen years. The beneficiary may elect to receive their ESOP payment in shares of CVS Caremark Common Stock or in cash at $53.45 per ESOP Preference Stock or the fair market value of a share of CVS Caremark Common Stock at the time of the distribution times a factor of 4.628, whichever is greater.

 

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PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES

Notes to Financial Statements (Continued)

December 31, 2008 and 2007

 

(h)

Administrative Expenses

Administrative expenses specifically attributable to the Plan and not covered by forfeitures were funded by the Plan for 2008 and 2007. Trustee’s fees were paid by the Plan for 2008 and 2007.

 

(i)

Forfeitures

On a participant’s termination date, any unvested portion of their account is forfeited at the earlier of distribution or five years from the date of termination. If a former participant resumes employment and eligibility in the Plan within five years of termination, any amounts previously forfeited are restored to the participant’s account, but remain subject to the vesting provisions of the Plan. Forfeitures during any plan year are applied as follows: (i) to restore amounts previously forfeited by participants but required to be reinstated upon resumption of employment; (ii) to pay administrative expenses of the Plan; or (iii) to reduce future CVS Caremark contributions. If forfeitures for any plan year are insufficient to restore the required forfeitures, CVS Caremark shall contribute the balance required for that purpose.

Approximately 8,918 and 15,321 shares of ESOP Preference Stock previously allocated to participant accounts were forfeited during 2008 and 2007, respectively, and have been applied as of December 31, 2008 and 2007. Forfeitures restored to participants in ESOP Preference Stock upon resumption of employment for 2008 and 2007 were approximately 868 and 1,447 shares of ESOP Preference Stock, respectively.

Cash forfeitures for 2008 and 2007 were $476,660 and $818,907, respectively. Cash forfeitures restored to participants upon resumption of employment for 2008 and 2007 were approximately $46,370 and $77,334, respectively. The remainder of the forfeitures for each year was applied to the administrative expenses of the plan and to reduce the CVS Caremark contribution.

 

(j)

Investment Options

Upon enrollment in the Plan and subsequently, daily, a participant may elect to direct contributions or investment balances within the investments which are comprised of guaranteed insurance contracts, securities of CVS Caremark and securities of unaffiliated issuers. The securities in unaffiliated issuers include marketable mutual funds and separately managed funds, comprised of marketable securities. The following is a brief explanation of each fund’s investment objectives:

Core Equity Fund

The Vanguard Institutional Index Fund seeks to replicate the total return of the S&P 500 Index by investing in stocks that make up the index. The S&P 500 Index consists mainly of large companies and represents approximately 75% of the U.S. stock market value.

Diversified Bond Fund

The PIMCO Total Return Fund is a core bond fund that seeks to outperform the Barclays Capital Aggregate Bond Index (previously Lehman Brothers Aggregate Bond Fund). Investments may include government and corporate debt securities, mortgage and other asset-backed securities, money market instruments, and derivatives.

 

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PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES

Notes to Financial Statements (Continued)

December 31, 2008 and 2007

 

International Equity Fund

The Templeton Foreign Equity Series Primary Shares seeks long-term growth of capital through participation in stock markets outside the United States. The fund invests mainly in the common stock of companies based in more developed countries, but may also include investments in developing countries. It is benchmarked by the Morgan Stanley Capital International (MSCI) Europe, Australasia, and Far East (EAFE) Index.

Small Cap Growth Fund

The Vanguard Explorer Fund Admiral Shares seek long-term growth of capital and dividend income through participation in the stock market. The fund invests primarily in stocks of relatively small companies, making it a high-risk investment with potential for large rewards. This fund is benchmarked by the Russell 2500 Growth Index.

Global Equity Fund

The American FundsSM New Perspective Fund seeks long-term growth of capital by investing in a variety of foreign and domestic companies. The fund tries to outperform the MSCI World Index, which measures the performance of U.S. and international stock markets.

Small Cap Value Fund

This fund is managed by Columbia Management and its affiliates. The fund seeks long-term growth by investing primarily in stocks of small to medium-sized companies, which either are believed to offer superior earnings growth or appear to be undervalued. This fund may experience above-average share price volatility. It is benchmarked by the Russell 2000 Index.

Lifestyle Conservative Fund

The fund invests in the following investment options: Small Cap Growth, Small Cap Value, International Equity, Large Cap Growth, Core Equity, Growth & Income, Diversified Bond, and Investment Contracts. This fund has the following composite benchmarks: Russell 1000 Index, Barclays Capital Aggregate Bond Index, S&P 500 Index, 3-Year U.S. Treasury Index, Russell 2000 Index, and the MSCI EAFE Index.

Lifestyle Moderate Fund

The fund invests in the following investment options: Small Cap Growth, Small Cap Value, International Equity, Large Cap Growth, Core Equity, Growth & Income, Diversified Bond, and Investment Contracts. The composite benchmark has been determined as follows: Russell 1000 Index, Barclays Capital Aggregate Bond Index, S&P 500 Index, MSCI EAFE Index, Russell 2000 Index, and the 3-Year U.S. Treasury Index.

Lifestyle Aggressive Fund

The fund invests in the following investment options: Small Cap Growth, Small Cap Value, International Equity, Large Cap Growth, Core Equity, Growth & Income, and Diversified Bond. This fund has the following composite benchmarks: Russell 1000 Index, Barclays Capital Aggregate Bond Index, S&P 500 Index, MSCI EAFE Index, and the Russell 2000 Index.

 

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PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES

Notes to Financial Statements (Continued)

December 31, 2008 and 2007

 

CVS Caremark Corporation Common Stock Fund

CVS Caremark Common Stock Fund seeks long-term growth and dividend income by purchasing shares of CVS Caremark common stock.

Investment Contract Fund

This fund is managed by State Street Global Advisors and seeks to preserve capital while generating a steady rate of return higher than money market funds. The fund’s investments consists of Guaranteed Investment Contracts, U.S. Treasury bonds, other U.S. government-backed bonds, investment grade corporate bonds, money market instruments. This fund is benchmarked by the 3-Year U.S. Treasury Index.

Growth and Income Fund

This fund is managed by J&W Seligman, Barrow, Hanley, Mewhinney & Strauss and Mellon Capital Management. This blended fund seeks long-term growth of capital and dividend income through participation in the stock market. This fund invests primarily in the common stock of U.S. based, well-established, medium to large-sized companies. This blended fund is benchmarked by the Russell 1000 Value Index (RVI).

Large Cap Growth Fund

This fund seeks long-term growth of capital through participation in the stock market. Investment advisory services are provided by Columbus Circle. The fund invests primarily in the common stock of established large companies that are based in the United States and that represent industries expected to out-perform the stock market as a whole. This fund is benchmarked by the Russell 1000 Growth Index and the Standard & Poor’s 500 Composite Stock Index (S&P 500).

 

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THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP

PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES

Notes to Financial Statements (Continued)

December 31, 2008 and 2007

 

(2)	Summary of Significant Accounting Policies

 

(a)

Basis of Presentation

The following table presents the net assets available for the 401(k) Plan and ESOP benefits separately, on an accrual basis, according to:

 

•

The accounts of employees with rights to allocated stock (Allocated); and

 

•

Stock not yet allocated to employees (Unallocated).

 

		December 31, 2008											December 31, 2007
		Allocated				Unallocated			Total				Allocated				Unallocated				Total
Assets:
Investments at fair value:
Common collective trust funds		$	588,581,980			$	—		$	588,581,980			$	418,987,278			$	1,253			$	418,988,531
Mutual funds			823,998,133				—			823,998,133				1,256,242,700				—				1,256,242,700
Common stock			629,619,451				—			629,619,451				871,655,696				—				871,655,696
Preference shares			476,628,404				1,330			476,629,734				622,053,104				76,655,528				698,708,632
Loans to participants			80,026,920				—			80,026,920				70,490,989				—				70,490,989
			2,598,854,888				1,330			2,598,856,218				3,239,429,767				76,656,781				3,316,086,548
Receivables:
Interest and dividends			763,602				1			763,603				14,438,664				5				14,438,669
Employer contributions			36,144,984				—			36,144,984				12,069,525				—				12,069,525
Employee contributions			13,646,403				—			13,646,403				13,588,143				—				13,588,143
Other			—				—			—				1,173,733				(13,787	)			1,159,946
			50,554,989				1			50,554,990				41,270,065				(13,782	)			41,256,283
Total assets, reflecting investments at fair value			2,649,409,877				1,331			2,649,411,208				3,280,699,832				76,642,999				3,357,342,831
Adjustments from fair value to contract value for fully benefit-responsive investment contracts			(35,349,307	)			—			(35,349,307	)			(9,606,631	)			—				(9,606,631	)
Total assets, reflecting investments at fair value			2,614,060,570				1,331			2,614,061,901				3,271,093,201				76,642,999				3,347,736,200
Liabilities:
Notes payable			—				—			—				—				44,500,000				44,500,000
Accrued expenses and other liabilities			(979,064	)			—			(979,064	)			13,683,969				—				13,683,969
Total liabilities			(979,064	)			—			(979,064	)			13,683,969				44,500,000				58,183,969
Net assets available for plan benefits		$	2,613,081,506			$	1,331		$	2,613,082,837			$	3,257,409,232			$	32,142,999			$	3,289,552,231

 

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THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP

PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES

Notes to Financial Statements (Continued)

December 31, 2008 and 2007

 

The following table presents the changes in net assets available for the 401(k) Plan and ESOP benefits separately, on an accrual basis, according to:

 

•

The accounts of employees with rights to allocated stock (Allocated); and

 

•

Stock not yet allocated to employees (Unallocated).

 

		December 31, 2008												December 31, 2007
		Allocated				Unallocated				Total				Allocated			Unallocated				Total
Investment activity:
Interest and dividend income		$	57,299,124			$	14,033,574			$	71,332,698			$	69,575,992		$	14,812,625			$	84,388,617
Realized (losses) / gains			(228,237,370	)			—				(228,237,370	)			144,286,494			—				144,286,494
Unrealized (losses) / gains			(684,561,472	)			(22,022,796	)			(706,584,268	)			231,924,753			(17,430,423	)			214,494,330
Transfer of ESOP appreciation			32,360,656				(32,360,656	)			—				—			—				—
Total investment activity			(823,139,062	)			(40,349,878	)			(863,488,940	)			445,787,239			(2,617,798	)			443,169,441
Contributions:
Employer contributions			86,703,386				34,271,686				120,975,072				68,152,897			29,782,357				97,935,254
Employee contributions			221,207,792				—				221,207,792				204,669,524			—				204,669,524
Rollovers			15,700,176				—				15,700,176				16,281,592			—				16,281,592
Allocation of CVS Caremark Shares			22,272,076				(22,272,076	)			—				20,567,078			(20,567,078	)			—
Total contributions			345,883,430				11,999,610				357,883,040				309,671,091			9,215,279				318,886,370
Deductions:
Benefits paid to participants			161,512,303				—				161,512,303				155,579,411			—				155,579,411
Interest expense			—				3,791,400				3,791,400				—			6,994,920				6,994,920
Administrative expenses			5,559,791				—				5,559,791				6,274,800			—				6,274,800
Total deductions			167,072,094				3,791,400				170,863,494				161,854,211			6,994,920				168,849,131
Net (decrease) / increase for the year			(644,327,726	)			(32,141,668	)			(676,469,394	)			593,604,119			(397,439	)			593,206,680
Net assets beginning of the year			3,257,409,232				32,142,999				3,289,552,231				2,663,805,113			32,540,438				2,696,345,551
Net assets end of the year		$	2,613,081,506			$	1,331			$	2,613,082,837			$	3,257,409,232		$	32,142,999			$	3,289,552,231

 

(b)

Recently Adopted Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157 (“SFAS 157”), “Fair Value Measurements,” which defines fair value, establishes guidelines for measuring fair value and expands disclosures regarding fair value measurements. SFAS 157 does not require any new fair value measurements but rather eliminates inconsistencies in guidance found in various prior accounting pronouncements and is effective for fiscal years beginning after November 15, 2007. Effective January 1, 2008, the Plan adopted SFAS 157 which did not have a material impact on the Statement of Net Assets Available for Benefits or the Statement of Changes in Net Assets Available for Benefits. See note 3 for information and related disclosures regarding fair value measurements.

 

(c)

Investment Valuation

The value of the investments in the 401(k) portion of the Plan held at December 31, 2008 and 2007 is based on the fair value of the underlying funds. Shares of mutual funds are valued at quoted market

 

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THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP

PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES

Notes to Financial Statements (Continued)

December 31, 2008 and 2007

 

prices, which represent the net asset values of shares held by the Plan at year end. CVS Caremark common stock and common stock owned directly in the two separately managed funds are valued at quoted market prices. The participant loans are valued at their outstanding balances, which approximate fair value.

The fair value of the Plan’s common collective trust funds represent the value of the underlying investments.

The ESOP portion of the Plan invests its funds primarily in ESOP Preference Stock. The investment in ESOP Preference Stock is carried at the higher of the cash liquidation value of $53.45 or 4.628 times the market value of an equivalent share of CVS Caremark Common Stock. The market value of CVS Caremark Common Stock was $28.74 and $39.75 per share at December 31, 2008 and 2007, respectively.

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

 

(d)

Benefits Paid

Benefits are recorded when paid.

 

(e)

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of changes in net assets available for plan benefits during the reporting period. Actual results could differ from those estimates.

 

(f)

Accrual Basis of Accounting

The Plan utilizes the accrual basis of accounting.

 

(g)

Purchase and Sale of Securities

Purchase and sales of securities are made on a trade-date basis.

 

(h)

Investment Income

Dividend and interest income is recorded when earned.

 

(i)

Reclassifications

Certain reclassifications have been made to the financial statements of the prior year to conform to the current year presentation.

 

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PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES

Notes to Financial Statements (Continued)

December 31, 2008 and 2007

 

(j)

New Accounting Pronouncement

In April 2009, the FASB issued FASB Staff Position 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (FSP 157-4). FSP 157-4 supersedes FSP 157-3 and amends SFAS 157 to provide additional guidance on estimating fair value when the volume and level of activity for an asset or liability have significantly decreased in relation to normal market activity for the asset or liability. FSP 157-4 also provides additional guidance on circumstances that may indicate that a transaction is not orderly and on defining major categories of debt and equity securities in meeting the disclosure requirements of SFAS 157. FSP 157-4 is effective for reporting periods ending after June 15, 2009. The Company is currently evaluating the effect that the provisions of FSP 157-4 will have on the Plan’s financial statements.

 

(3)	Fair Value Measurements

SFAS 157 establishes a framework for measuring fair value that utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under SFAS 157 are described below:

 

Level 1		Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.
Level 2		Inputs to the valuation methodology include:   •        Quoted prices for similar assets or liabilities in active markets;   •        Quoted prices for identical or similar assets or liabilities in inactive markets;   •        Inputs other than quoted prices that are observable for the asset or liability; and   •        Inputs that are derived principally from or corroborated by observable market data by correlation or other means.   If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3		Inputs to the valuation methodology are unobservable supported by little or no market activity and significant to the fair value measurement.   Level 3 inputs include management’s own assumptions about the assumptions that market participants would use in pricing the asset or liability.

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2008 and 2007.

 

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PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES

Notes to Financial Statements (Continued)

December 31, 2008 and 2007

 

Common collective trust funds:

 

•

Cash equivalents within the common collective trust funds are valued at cost, which approximates fair value.

 

•

Guaranteed investment contracts within the common collective trust funds are valued at fair value by discounting the related cash flows based on current yields of similar instruments with comparable durations considering the credit-worthiness of the issuer.

 

•

The passively managed collective fund within the common collective trust funds is valued by tracking the performance of the Russell 1000 index. Holdings are adjusted when there is a change in the Russell 1000 index.

Mutual funds: Valued at the net asset value (‘NAV”) of shares held by the plan at year end reported on an active market.

Common stock: Valued at the closing price reported on the active market on which the individual securities are traded.

Preference shares: Valued at the greater of $53.45 (the cash liquidation value as specified in the Plan document) or the market price of the Company’s common stock at the time of allocation multiplied by a factor of 4.628.

Participant loans: Valued at amortized cost, which approximates fair value.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants. The use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2008 and 2007:

 

		Investments at Fair Value as determined by Quoted Prices in active markets (Level 1)			Investments at estimated fair value
					Valuation techniques based on observable market data (Level 2)			Valuation techniques incorporating information other than observable market data (Level 3)			Total
Common collective trust funds		$	—		$	99,748,932		$	488,833,048		$	588,581,980
Mutual funds			823,998,133			—			—			823,998,133
Common stock			629,619,451			—			—			629,619,451
Preference shares			—			476,629,734			—			476,629,734
Participant loans			—			—			80,026,920			80,026,920
Total Investments		$	1,453,617,584		$	576,378,666		$	568,859,968		$	2,598,856,218

 

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THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP

PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES

Notes to Financial Statements (Continued)

December 31, 2008 and 2007

 

Level 3 Gains and Losses

The tables below set forth a summary of changes in the fair value of the Plan’s level 3 assets for the year ended December 31, 2008.

 

		Level 3 Assets Year Ended December 31, 2008
		Participant loans
Balance, beginning of year		$	70,490,989
Realized gains/(losses)			—
Unrealized gains/(losses) relating to instruments still held at the reporting date			—
Purchases, sales, issuances and settlements (net)			9,535,931
Balance, end of year		$	80,026,920
		Level 3 Assets Year Ended December 31, 2008
		Common Collective Trust Funds
Balance, beginning of year		$	380,521,059
Realized gains/(losses)			—
Unrealized gains/(losses) relating to instruments still held at the reporting date			26,353,003
Purchases, sales, issuances and settlements (net)			81,958,986
Balance, end of year		$	488,833,048

 

(4)	Loans to Participants

Participants may obtain bona fide loans from the Plan, utilizing funds accumulated in their accounts. The minimum amount, which may be borrowed, is $1,000. Participants can borrow up to 50% of their vested account balance but not more than $50,000 less their highest outstanding loan balance during the previous twelve months. The loans are repaid to the Plan through after-tax payroll deductions. The term of the loan is selected at the discretion of the participant, but may not exceed five years for a general loan and twenty-five years for a home purchase loan. Interest on loans is equal to the Prime rate as of the prior month end plus 1%.

 

(5)	Investment Policy

At December 31, 2008 and 2007, most of the Plan’s 401(k) related assets were allocated among the investment options discussed in note 1(j) based on Employees’ elections. The investment options are administered by independent investment managers. Employee asset allocations that are awaiting processing are temporarily invested in common collective trust funds. These common collective trust funds are also used to account for and administer participants’ loans. The loan repayments and interest earned are allocated to each of the investment funds based upon the participants’ contribution election percentages.

 

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THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP

PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES

Notes to Financial Statements (Continued)

December 31, 2008 and 2007

 

During 2008 and 2007, the Plan’s investments, including investments purchased, sold as well as held during the year appreciated (depreciated) in fair value as follows:

 

Asset Category		2008				2007
Common Collective Trust Funds		$	(2,887,573	)		$	—
Mutual Funds			(274,875,685	)			62,619,634
Common Stock			(470,364,128	)			135,514,593
Preference Shares			(186,694,252	)			160,646,597
		$	(934,821,638	)		$	358,780,824

 

(6)	Plan Termination and Related Commitments

Although it has not expressed any intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. If the Company terminates the Plan, all participants in the Plan become fully vested.

 

(7)	Federal Income Taxes

The Plan has received a determination letter from the Internal Revenue Service dated June 17, 2004, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the “Code”) and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the Internal Revenue Service, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended, is qualified and the related trust is tax exempt.

 

(8)	Transactions with Parties-In-Interest

Certain plan investments are investment funds managed by The Bank of New York Mellon. The Bank of New York Mellon is the trustee as defined by the Plan, and therefore these transactions qualify as party-in-interest transactions.

 

(9)	Reconciliation of Financial Statements to Form 5500

The following is a reconciliation of the net assets available for plan benefits per the financial statements to the Form 5500 as of December 31, 2008 and 2007:

 

		2008				2007
Net Assets Available for Plan Benefits per the Financial Statements		$	2,613,082,837			$	3,289,552,231
Employer contributions receivable			(610,923	)			610,923
Adjustment from Fair Value to Contract Value for Fully Benefit Responsive Investment Contracts			35,349,307				9,606,631
Net Assets Available for Plan Benefits per the Form 5500		$	2,647,821,221			$	3,299,769,785

 

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THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP

PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES

Notes to Financial Statements (Continued)

December 31, 2008 and 2007

 

(10)	Investment Valuation

The following table presents the total investments of the Plan by investment type, at fair value that represent 5% or more of the fair value of the Plan’s assets.

 

		2008			2007
Vanguard Index Instl Trust Fund		$	218,689,684		$	333,244,770
PIMCO Total Return Institutional Fund			264,832,248			255,410,349
Templeton Institutional Foreign Equity Fund			192,404,790			275,777,460
CVS Caremark Corporation Common Stock			173,747,956			209,638,797
State Street Stable Fixed Income Fund for Employee Benefit Trusts			517,203,146			399,720,798
Allocated CVS Caremark Corporation Series One ESOP Convertible Stock			476,628,404			622,053,104

 

(11)	Subsequent Events

 

(a)

Longs Drug Stores 401(k) Plan

Effective February 21, 2009, the Longs Drug Stores California LLC 401(k) Plan (the “Longs Plan”) was merged into the Plan and effective March 10, 2009, the assets of the Longs Plan, both cash and in-kind, were transferred into the Plan. This transfer included $194,906,942 and $507,309,038 of cash and in-kind assets, respectively. There are no remaining assets in the Longs Plan.

 

(b)

ESOP

On January 30, 2009, pursuant to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”), the Company informed the trustee of the ESOP Trust of its intent to redeem for cash all of the outstanding shares of ESOP Preference Stock on February 23, 2009 (the “Redemption Date”). Under the Charter, at any time prior to the Redemption Date, the trustee is afforded the right to convert the ESOP Preference Stock into shares of the Company’s Common Stock. The conversion rate at the time of the notice was 4.628 shares of Common Stock for each share of ESOP Preference Stock. The trustee exercised its right of conversion on February 23, 2009, and 3,553,212 shares of ESOP Preference Stock were converted into 16,444,265 shares of CVS Caremark Common Stock at a market value of $457,479,456.

 

18

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Supplemental Schedule

 

19

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THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP

PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES

Plan Number: 017

EIN Number: 05-049404

Schedule of Assets (Held at End of Year)

December 31, 2008

 

Fund		Par value/ number of shares		Identity Of Investment		Description		Cost			Fair value
Loans to participants		—		* Loans to participants		Prime plus 1% at loan request date		$	—		$	80,026,920
Lifestyle Conservative Fund		—		Cash		Cash			31			31
		73,681		Vanguard Index Instl Trust Fund		Mutual Fund			8,015,439			6,081,638
		53,918		Vanguard Explorer Fund		Mutual Fund			3,071,997			2,112,502
		726,870		Templeton Institutional Foreign Equity Fund		Mutual Fund			15,642,859			10,772,211
		1,815,389		PIMCO Total Return Institutional Fund		Mutual Fund			19,095,721			18,408,049
		51,231,979		State Street Stable Fixed Income Fund For Employee Benefit Trusts		Common Collective Trust Fund			51,231,979			51,231,979
				Lifestyle Conservative Fund Subtotal								88,606,410
Lifestyle Moderate Fund		—		Cash		Cash			21			21
		265,498		Vanguard Index Instl Trust Fund		Mutual Fund			29,829,012			21,914,214
		194,335		Vanguard Explorer Fund		Mutual Fund			11,885,150			7,614,055
		6,718,923		PIMCO Total Return Institutional Fund		Mutual Fund			70,504,893			68,129,882
		2,621,091		Templeton Institutional Foreign Equity Fund		Mutual Fund			58,771,219			38,844,563
		5,320,409		State Street Stable Fixed Income Fund For Employee Benefit Trusts		Common Collective Trust Fund			5,320,409			5,320,409
				Lifestyle Moderate Fund Subtotal								141,823,144

 

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THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP

PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES

Plan Number: 017

EIN Number: 05-049404

Schedule of Assets (Held at End of Year) (Continued)

December 31, 2008

 

Fund		Par value/ number of shares		Identity of issue		Description		Cost			Fair value
Lifestyle Aggressive Fund		—		Cash		Cash		$	4		$	4
		390,760		Vanguard Index Instl Trust Fund		Mutual Fund			45,360,740			32,253,292
		214,518		Vanguard Explorer Fund		Mutual Fund			13,681,101			8,404,824
		4,007,490		PIMCO Total Return Institutional Fund		Mutual Fund			42,040,432			40,635,952
		3,617,194		Templeton Institutional Foreign Equity Fund		Mutual Fund			83,470,284			53,606,811
				Lifestyle Aggressive Fund Subtotal								134,900,883
International Equity Fund		6,017,699		Templeton Institutional Foreign Equity Fund		Mutual Fund			141,109,872			89,181,205
Core Equity Fund		1,919,561		Vanguard Index Instl Trust Fund		Mutual Fund			212,318,814			158,440,540
Small Cap Growth Fund		938,229		Vanguard Explorer Fund		Mutual Fund			60,225,812			36,759,801
Diversified Bond Fund		13,575,776		PIMCO Total Return Admin Fund		Mutual Fund			143,652,969			137,658,365
Global Equity Fund		4,943,256		American Funds New Perspective		Mutual Fund			139,895,615			93,180,228
Investment Contract Fund		460,650,857		State Street Stable Fixed Income Fund For Employee Benefit Trusts		Common Collective Trust Fund			460,650,857			460,650,857
CVS Caremark Corporation Common Stock Fund		5,973,626		* CVS Caremark Corporation Common Stock		CVS Caremark Corporation Common Stock			189,992,235			171,682,011
		2,065,945		* The Bank of New York Mellon		Common Collective Trust Fund			2,065,945			2,065,945
				CVS Caremark Corporation Common Stock Fund Subtotal								173,747,956
Allocated CVS Caremark Corp Series One ESOP Convertible Preference Share		3,594,798		* ESOP Preference Share		ESOP Preference Stock			192,141,953			476,628,404
Unallocated CVS Caremark Corp Series One ESOP Convertible Preference Share		—		* ESOP Preference Share		ESOP Preference Stock			—			1,330
		1,479,433		* The Bank of New York Mellon		Common Collective Trust Fund			1,479,433			1,479,433
				CVS Caremark ESOP Preference Share Subtotal								478,109,167
		997,146		* The Bank of New York Mellon		Common Collective Trust Fund			997,146			997,146

 

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THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP

PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES

Plan Number: 017

EIN Number: 05-049404

Schedule of Assets (Held at End of Year) (Continued)

December 31, 2008

 

Fund		Par value/ number of shares		Identity of issue		Description		Cost			Fair value
Small Cap Value Fund				Columbia Small Cap Value Fund		Separately Managed Fund
		53,944		RAM HOLDINGS LTD		Common Stock		$	89,547		$	19,959
		1,185		WILLIS GROUP HOLDINGS LTD		Common Stock			38,226			29,483
		80,206		AAR CORP		Common Stock			1,347,543			1,476,592
		67,630		ADC TELECOMMUNICATIONS INC		Common Stock			638,216			369,936
		41,418		ATMI INC		Common Stock			933,148			639,080
		19,119		AZZ INC		Common Stock			817,512			479,887
		37,879		ABINGTON BANCORP INC PENN		Common Stock			378,032			350,381
		31,046		ACADIA RLTY TR		Common Stock			704,434			443,026
		34,440		ADOLOR CORP		Common Stock			138,104			57,170
		34,544		ADTRAN INC		Common Stock			772,404			514,015
		20,050		AGILYSYS INC		Common Stock			240,600			86,015
		30,001		AIR METHODS CORP		Common Stock			860,129			479,716
		47,884		ALBANY INTL CORP CL A		Common Stock			1,208,606			614,831
		20,968		AMERICAN CAMPUS CMNTYS INC		Common Stock			613,943			429,425
		24,591		AMERICAN STS WTR CO		Common Stock			888,227			811,011
		20,435		ANALOGIC CORP		Common Stock			1,184,033			557,467
		183,435		ANALYSTS INTL CORP		Common Stock			291,662			108,227
		43,898		ARGON ST INC		Common Stock			946,841			827,916
		11,388		ARKANSAS BEST CORP		Common Stock			422,950			342,893
		31,002		ARVINMERITOR INC		Common Stock			428,138			88,356
		15,272		AVID TECHNOLOGY INC		Common Stock			337,664			166,618
		66,747		BTU INTL INC		Common Stock			640,317			266,988
		35,946		BALDOR ELEC CO		Common Stock			1,066,052			641,636
		210,370		BENCHMARK ELECTRS INC		Common Stock			3,044,564			2,686,425
		25,059		BIOMARIN PHARMACEUTICAL		Common Stock			669,281			446,050
		10,018		BOSTON PRIVATE FINL HLDGS INC		Common Stock			78,441			68,523
		49,288		BOTTOMLINE TECHNOLOGIES		Common Stock			525,873			349,945
		20,031		BUCKLE INC		Common Stock			519,315			437,076
		38,513		CEC ENTMT INC		Common Stock			1,321,795			933,940
		19,627		CALIFORNIA WTR SVC GROUP		Common Stock			721,096			911,282
		32,853		CALLAWAY GOLF CO		Common Stock			416,576			305,204
		93,156		CAMBREX CORP		Common Stock			708,917			430,381
		30,867		CASEYS GEN STORES INC		Common Stock			753,846			702,842
		25,817		CENTRAL GARDEN & PET CO		Common Stock			119,275			151,288
		51,634		CENTRAL GARDEN & PET CO CL A		Common Stock			215,830			304,641
		88,208		CIRRUS LOGIC INC COM		Common Stock			501,021			236,397
		3,640		CLEAN HBRS INC		Common Stock			284,066			230,922
		84,493		COLLECTIVE BRANDS INC		Common Stock			1,068,993			990,258
		141,994		COMPUTER TASK GROUP INC		Common Stock			951,360			457,221
		46,506		CONSOLIDATED GRAPHICS INC		Common Stock			1,060,341			1,052,896
		16,417		COOPER COS INC COM NEW		Common Stock			539,724			269,239
		45,624		COOPER TIRE & RUBR CO		Common Stock			420,197			281,044
		26,849		CORN PRODS INTL INC		Common Stock			1,248,747			774,594
		25,826		DATASCOPE CORP		Common Stock			1,205,558			1,349,150
		15,300		DELPHI FINL GROUP INC CL A		Common Stock			426,873			282,132
		55,436		DIAMOND ROCK HOSPITALITY CO		Common Stock			511,120			281,061
		33,049		DIME CMNTY BANCORP INC		Common Stock			552,910			439,552
		75,991		DORMAN PRODS INC		Common Stock			873,137			1,003,081
		44,200		DUPONT FABROS TECHNOLOGY INC		Common Stock			549,572			91,494

 

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THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP

PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES

Plan Number: 017

EIN Number: 05-049404

Schedule of Assets (Held at End of Year) (Continued)

December 31, 2008

 

Fund		Par value/ number of shares		Identity of issue		Description		Cost			Fair value
Small Cap Value Fund				Columbia Small Cap Value Fund		Separately Managed Fund
		31,513		EXCO RES INC		Common Stock		$	820,914		$	285,508
		151,860		EARTHLINK INC		Common Stock			1,347,094			1,026,574
		67,108		EMCOR GROUP INC		Common Stock			2,001,885			1,505,232
		14,715		ENCORE BANCSHARES INC		Common Stock			249,426			161,865
		86,377		EPICOR SOFTWARE CORP		Common Stock			586,273			414,610
		62,116		EXAR CORP		Common Stock			486,789			414,314
		13,138		FTI CONSULTING INC		Common Stock			934,900			587,006
		93,363		FAIRCHILD SEMICONDUCTOR INTL		Common Stock			1,114,106			456,545
		67,810		FARO TECHNOLOGY INC		Common Stock			1,456,372			1,143,277
		59,708		FIRST MERCURY FINL CORP		Common Stock			912,498			851,436
		40,641		FIRST NIAGARA FINL GROUP INC		Common Stock			571,578			657,165
		58,652		FIRST POTOMAC RLTY TR		Common Stock			865,083			545,464
		129,967		FLANDERS CORP		Common Stock			820,728			609,545
		28,303		FROZEN FOODS EXPRESS INDS		Common Stock			202,083			160,761
		71,106		FULLER H B CO		Common Stock			1,777,650			1,145,518
		54,708		GENERAL COMMUNICATION INC CL A		Common Stock			456,030			442,588
		24,283		GEOMET INC		Common Stock			160,996			41,767
		39,490		GERBER SCIENTIFIC INC		Common Stock			429,590			201,794
		50,918		GLATFELTER		Common Stock			744,421			473,537
		56,461		GLOBECOMM SYS INC		Common Stock			496,063			309,971
		66,744		GRAFTECH INTERNATIONAL LTD		Common Stock			1,396,751			555,310
		24,397		GREATBATCH INC		Common Stock			499,163			645,545
		24,654		GREIF INC CL A		Common Stock			1,470,361			824,183
		17,851		GULFMARK OFFSHORE INC		Common Stock			885,194			424,675
		5,627		HAWK CORP CL A		Common Stock			99,936			93,408
		63,114		HI/FN INC		Common Stock			265,710			148,949
		55,635		HI-TECH PHARMACAL INC		Common Stock			640,938			308,218
		67,033		HORACE MANN EDUCATORS CORP		Common Stock			868,164			616,033
		90,825		HYPERCOM CORP		Common Stock			441,410			98,091
		91,647		IGO INC		Common Stock			105,394			64,153
		62,146		IMATION CORP		Common Stock			1,072,538			843,321
		83,093		INFOGROUP INC		Common Stock			442,020			393,861
		7,813		INSTEEL INDS INC		Common Stock			138,056			88,209
		37,995		INTEGRAL SYS INC		Common Stock			794,908			457,840
		13,004		INTERNATIONAL RECTIFIER CORP		Common Stock			219,508			175,554
		67,432		INVACARE CORP		Common Stock			1,586,675			1,046,545
		41,521		IXYS CORP DEL		Common Stock			508,217			342,963
		17,833		JARDEN CORP		Common Stock			428,527			205,080
		46,978		JEFFERSON BANCSHARES INC		Common Stock			406,829			380,992
		69,861		K V PHARMACEUTICAL CO CL A		Common Stock			1,434,627			201,200
		27,982		KAMAN CORP		Common Stock			701,789			507,314
		36,480		KANSAS CITY SOUTHERN		Common Stock			1,481,585			694,944
		52,796		KEITHLEY INSTRS INC		Common Stock			496,282			192,705
		40,972		KEY TECHNOLOGY INC		Common Stock			1,113,104			773,961
		163,367		KFORCE INC		Common Stock			1,614,066			1,254,659
		31,742		KODIAK OIL & GAS CORP		Common Stock			106,018			9,840
		23,396		LMI AEORSPACE INC		Common Stock			433,195			266,013
		131,060		LSI INDS INC OHIO		Common Stock			1,076,232			900,382
		35,863		LADISH INC		Common Stock			758,979			496,703
		56,566		LANGER INC		Common Stock			77,495			42,425

 

23

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Table of Contents

THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP

PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES

Plan Number: 017

EIN Number: 05-049404

Schedule of Assets (Held at End of Year) (Continued)

December 31, 2008

 

Fund		Par value/ number of shares		Identity of issue		Description		Cost			Fair value
Small Cap Value Fund				Columbia Small Cap Value Fund		Separately Managed Fund
		111,531		LAWSON SOFTWARE INC		Common Stock		$	904,516		$	528,657
		26,152		LECROY CORP		Common Stock			235,106			79,764
		36,203		LIFEPOINT HOSPS INC		Common Stock			1,036,492			826,877
		61,118		MPS GROUP INC		Common Stock			705,569			460,219
		83,713		MSC SOFTWARE CORP		Common Stock			1,060,869			559,203
		19,574		MAGELLAN HEALTH SVCS INC		Common Stock			817,215			766,518
		81,983		MASTEC INC		Common Stock			1,075,115			949,363
		31,055		MCGRATH RENT CORP		Common Stock			893,763			663,335
		2,486		MEDIWARE INFORMATION SYS INC		Common Stock			14,643			11,933
		75,326		MENTOR GRAPHICS CORP		Common Stock			1,045,525			389,435
		39,218		MILLER INDS INC TENN		Common Stock			336,597			207,855
		50,870		MONRO MUFFLER BRAKE INC		Common Stock			926,343			1,297,185
		37,799		MOOG INC CL A		Common Stock			1,667,522			1,382,309
		43,769		MORGANS HOTEL GROUP CO		Common Stock			635,713			203,964
		71,674		NCI BLDG SYS INC		Common Stock			2,684,908			1,168,286
		12,676		NCI INC CL A		Common Stock			302,576			381,928
		16,998		NYMAGIC INC		Common Stock			339,960			323,812
		36,591		NATIONAL INTST CORP		Common Stock			702,657			653,881
		23,992		NAVIGANT CONSULTING INC		Common Stock			438,873			380,753
		27,041		NEW JERSEY RES CORP		Common Stock			921,828			1,064,063
		42,011		NEWALLIANCE BANCSHARES INC		Common Stock			545,303			553,285
		88,970		NEWPARK RES INC		Common Stock			651,260			329,189
		58,844		NEWPORT CORP		Common Stock			608,936			398,962
		35,534		NOBEL LEARNING CMNTYS INC		Common Stock			564,280			481,130
		9,216		NORDSON CORP		Common Stock			591,876			297,585
		7,837		NORTHWEST NAT GAS CO		Common Stock			354,624			346,631
		34,472		NORTHWEST PIPE CO		Common Stock			1,583,144			1,468,852
		35,575		NU HORIZONS ELECTRS CORP		Common Stock			170,404			61,189
		35,304		NOVEN PHARMACEUTICALS INC		Common Stock			438,476			388,344
		73,943		O CHARLEYS INC		Common Stock			831,859			147,886
		91,769		OBAGI MED PRODS INC		Common Stock			873,990			684,597
		7,830		OCEANEERING INTL INC		Common Stock			474,811			228,166
		137,344		ON SEMICONDUCTOR CORP		Common Stock			1,238,650			466,970
		67,081		ORIENTAL FINL GROUP INC		Common Stock			1,165,197			405,840
		23,638		OSHKOSH CORP		Common Stock			414,865			210,142
		15,300		OTTER TAIL CORP		Common Stock			471,003			356,949
		15,148		OWENS & MINOR INC		Common Stock			695,596			570,322
		30,660		PSS WORLD MED INC		Common Stock			513,862			577,021
		36,362		PACER INTL INC		Common Stock			863,234			379,256
		31,584		PANTRY INC		Common Stock			505,028			677,477
		23,700		PENSKE AUTOMOTIVE GROUP INC		Common Stock			311,921			182,016
		132,559		PERFORMANCE TECHNOLOGIES INC		Common Stock			612,423			442,747
		63,803		PERICOM SEMICONDUCTOR CORP		Common Stock			820,643			349,640
		25,846		PETROQUEST ENERGY INC		Common Stock			536,014			174,719
		27,245		PHOENIX COS INC		Common Stock			265,094			89,091
		56,104		PLATO LEARNING INC		Common Stock			108,842			67,325
		53,603		PLEXUS CORP		Common Stock			1,418,786			908,571
		26,000		POWELL INDS INC		Common Stock			849,389			754,520
		84,813		PRESSTEK INC		Common Stock			453,750			272,250
		59,567		PROGRESS SOFTWARE CORP		Common Stock			1,685,229			1,147,260

 

24

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Table of Contents

THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP

PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES

Plan Number: 017

EIN Number: 05-049404

Schedule of Assets (Held at End of Year) (Continued)

December 31, 2008

 

Fund		Par value/ number of shares		Identity of issue		Description		Cost			Fair value
Small Cap Value Fund				Columbia Small Cap Value Fund		Separately Managed Fund
		98,086		PROVIDENCE SVC CORP		Common Stock		$	1,069,361		$	142,225
		21,655		PSYCHIATRIC SOLUTIONS INC		Common Stock			758,358			603,092
		37,932		QC HOLDINGS INC		Common Stock			350,112			143,762
		40,595		QUIKSILVER INC		Common Stock			311,364			74,695
		55,553		RC2 CORP		Common Stock			1,066,536			592,751
		73,255		RF MICRO DEVICES INC		Common Stock			239,544			57,139
		55,040		REGIS CORP MINN		Common Stock			1,540,896			799,731
		69,238		RENT A CTR INC		Common Stock			1,466,511			1,222,051
		162,586		RES CARE INC		Common Stock			2,985,079			2,442,042
		50,387		RIMAGE CORP		Common Stock			759,327			675,690
		22,951		ROCKY BRANDS INC		Common Stock			120,493			90,656
		25,720		RUSH ENTERPRISES INC CL A		Common Stock			290,379			220,420
		34,224		RUSH ENTERPRISES INC CL B		Common Stock			372,015			280,295
		78,824		S1 CORP		Common Stock			621,278			621,921
		63,351		STEC INC		Common Stock			624,692			269,875
		27,474		SCHOLASTIC CORP		Common Stock			711,862			373,097
		153,240		SELECTICA INC		Common Stock			174,694			128,722
		62,301		SENSIENT TECHNOLOGIES CORP		Common Stock			1,865,667			1,487,748
		33,127		SINCLAIR BROADCAST GRP INC CL A		Common Stock			252,759			102,694
		53,256		SONIC SOLUTIONS		Common Stock			274,268			93,731
		30,097		SOUTH JERSEY IND		Common Stock			1,116,842			1,199,365
		93,243		SPARTECH CORP		Common Stock			942,687			583,701
		88,155		SPHERION CORP		Common Stock			431,078			194,823
		147,833		STAAR SURGICAL CO		Common Stock			612,221			351,843
		68,947		STAGE STORES INC		Common Stock			1,021,795			568,813
		36,446		STARTEK INC		Common Stock			220,408			162,185
		30,671		STATE AUTO FINL CORP		Common Stock			886,699			921,970
		37,836		STEINWAY MUSICAL INSTRS INC		Common Stock			974,414			662,508
		22,944		STERLING CONSTR INC		Common Stock			473,335			425,382
		13,279		SUNSTONE HOTEL INVS INC		Common Stock			171,830			82,197
		17,638		SUPERIOR WELL SVCS INC		Common Stock			560,183			176,380
		45,820		SYBASE INC		Common Stock			1,478,718			1,134,961
		56,817		SYMMETRY MEDICAL INC		Common Stock			844,637			452,831
		55,399		TNS INC		Common Stock			1,093,230			520,197
		41,875		TAYLOR CAP GROUP INC		Common Stock			289,356			244,969
		67,637		TECHNITROL INC		Common Stock			836,156			235,377
		24,235		TENNANT CO		Common Stock			637,623			373,219
		143,319		TETRA TECHNOLOGIES INC		Common Stock			2,223,477			696,530
		24,363		THORATEC CORP		Common Stock			457,050			791,554
		39,421		U S PHYSICAL THERAPY INC		Common Stock			603,288			525,482
		38,716		ULTRATECH INC		Common Stock			570,674			463,043
		45,394		UNIFIRST CORP		Common Stock			2,032,289			1,347,748
		58,516		VALEANT PHARMACEUTICALS INTL		Common Stock			1,001,794			1,340,016
		18,919		VARIAN INC		Common Stock			931,522			633,976
		18,543		WADDELL & REED FINL INC CL A		Common Stock			619,336			286,675
		15,748		WARREN RES INC		Common Stock			183,937			31,339
		33,530		WEBSTER FINL CORP		Common Stock			665,906			462,043
		25,866		WERNER ENTERPRISES INC		Common Stock			615,869			448,516
		25,512		WEST PHARMACEUTICAL SVCS INC		Common Stock			1,117,661			963,576
		4,670,244		* BANK OF NEW YORK MELLON		Common Collective Trust Fund			4,670,244			4,670,244
				Small Cap Value Fund Subtotal							$	106,845,891

 

25

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Table of Contents

THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP

PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES

Plan Number: 017

EIN Number: 05-049404

Schedule of Assets (Held at End of Year) (Continued)

December 31, 2008

 

Fund		Par value/ number of shares		Identity of issue		Description		Cost			Fair value
Growth & Income Fund				J&W Seligman, Barrow, Hanley, Mewhinney & Strauss, and Mellon Capital Management Growth & Income Fund		Separately Managed Fund
		192,500		SEAGATE TECHNOLOGY		Common Stock		$	4,479,501		$	852,775
		256,000		AES CORP		Common Stock			2,598,349			2,109,440
		120,000		ALTRIA GROUP INC		Common Stock			1,875,992			1,807,200
		135,000		BANK OF AMERICA CORP		Common Stock			5,327,856			1,900,800
		125,000		BANK NEW YORK MELLON CORP		Common Stock			4,467,649			3,541,250
		75,000		BAXTER INTL INC		Common Stock			2,487,189			4,019,250
		212,500		BRISTOL MYERS SQUIBB CO		Common Stock			4,799,813			4,940,625
		37,500		CSX CORP		Common Stock			584,876			1,217,625
		50,000		CATERPILLAR INC		Common Stock			1,860,273			2,233,500
		47,500		CHEVRON CORPORATION		Common Stock			1,942,679			3,513,575
		65,000		COSTCO WHSL CORP NEW		Common Stock			2,610,071			3,412,500
		92,500		DU PONT E I DE NEMOURS & CO		Common Stock			3,951,073			2,340,250
		250,000		GAP INC		Common Stock			4,904,359			3,347,500
		75,000		HONEYWELL INTL INC		Common Stock			2,068,224			2,462,250
		105,000		HUMANA INC		Common Stock			4,719,817			3,914,400
		100,000		JPMORGAN CHASE & CO		Common Stock			3,770,142			3,153,000
		160,000		JUNIPER NETWORKS INC		Common Stock			3,217,421			2,801,600
		110,000		KRAFT FOODS INC CL A		Common Stock			3,001,901			2,953,500
		190,000		LOWES COS INC		Common Stock			4,472,834			4,088,800
		85,000		MARATHON OIL CORP		Common Stock			3,707,106			2,325,600
		82,500		MEDTRONIC INC		Common Stock			3,955,505			2,592,150
		100,000		METLIFE INC		Common Stock			5,449,545			3,486,000
		125,000		MORGAN STANLEY		Common Stock			5,991,897			2,005,000
		120,000		JC PENNEY CO INC		Common Stock			3,233,203			2,364,000
		62,500		PHILIP MORRIS INTL INC		Common Stock			1,867,424			2,719,375
		50,000		PRAXAIR INC		Common Stock			1,145,803			2,968,000
		65,000		PRUDENTIAL FINL INC		Common Stock			2,746,352			1,966,900
		85,000		TRAVELERS COS INC		Common Stock			3,024,658			3,842,000
		400,000		TYSON FOODS INC CL A		Common Stock			4,986,585			3,504,000
		120,000		US BANCORP		Common Stock			3,398,956			3,001,200
		25,000		UNION PAC CORP		Common Stock			719,974			1,195,000
		52,500		UNITED TECHNOLOGIES CORP		Common Stock			1,619,541			2,814,000
		252,500		UNUM GROUP		Common Stock			4,831,909			4,696,500
		135,000		VALERO ENERGY CORP		Common Stock			3,724,331			2,921,400
		130,000		WILLIAMS COS INC		Common Stock			2,888,003			1,882,400
		19,500		AXIS CAPITAL HLDGS LTD		Common Stock			516,360			567,840
		25,000		WILLIS GROUP HOLDINGS LTD		Common Stock			658,000			622,000
		34,400		ROYAL CARIBBEAN CRUISES LTD		Common Stock			423,368			473,000
		37,400		AT & T INC		Common Stock			1,015,410			1,065,900
		16,800		ADVANCED AUTO PTS INC		Common Stock			492,576			565,320
		13,300		ALCOA INC		Common Stock			156,940			149,758
		8,200		ALLSTATE CORP		Common Stock			227,796			268,632
		26,400		ALTRIA GROUP INC		Common Stock			481,536			397,584
		23,300		AMERICAN EXPRESS CO		Common Stock			648,439			432,215

 

26

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Table of Contents

THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP

PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES

Plan Number: 017

EIN Number: 05-049404

Schedule of Assets (Held at End of Year) (Continued)

December 31, 2008

 

Fund		Par value/ number of shares		Identity of issue		Description		Cost			Fair value
Growth & Income Fund				J&W Seligman, Barrow, Hanley, Mewhinney & Strauss, and Mellon Capital Management Growth & Income Fund		Separately Managed Fund
		50,800		ANNALY CAPITAL MANAGEMENT INC		Common Stock		$	673,100		$	806,196
		58,700		APPLIED MATLS INC		Common Stock			731,402			594,631
		19,000		AVERY DENNISON CORP		Common Stock			656,260			621,870
		6,500		BP PLC SPONSORED ADR		Common Stock			296,874			303,810
		31,100		BANK OF AMERICA CORP		Common Stock			676,425			437,888
		10,800		BAXTER INTL INC		Common Stock			650,700			578,772
		42,000		BRISTOL MYERS SQUIBB CO		Common Stock			871,500			976,500
		8,800		BURLINGTON NORTH SANTA FE CORP		Common Stock			761,112			666,248
		19,500		CIGNA CORP		Common Stock			334,425			328,575
		19,900		CAPITAL ONE FINL CORP		Common Stock			760,777			634,611
		11,200		CARDINAL HEALTH INC		Common Stock			358,786			386,064
		31,700		CARNIVAL CORP		Common Stock			743,682			770,944
		38,900		CENTERPOINT ENERGY INC		Common Stock			471,468			490,918
		18,500		CHESAPEAKE ENERGY CORP		Common Stock			294,245			299,145
		6,800		CHEVRON CORPORATION		Common Stock			509,184			502,996
		27,000		CITIGROUP INC		Common Stock			341,010			181,170
		17,700		COMPUTER SCIENCES CORP		Common Stock			549,762			621,978
		3,900		CONOCOPHILLIPS		Common Stock			208,494			202,020
		27,100		COVENTRY HEALTH CARE INC		Common Stock			381,050			403,248
		10,600		DIAGEO PLC		Common Stock			642,360			601,444
		20,900		DOMINION RES INC VA		Common Stock			736,307			749,056
		12,600		DU PONT E I DE NEMOURS & CO		Common Stock			388,836			318,780
		27,100		DUKE ENERGY CORP		Common Stock			423,302			406,771
		12,100		EATON CORP		Common Stock			586,152			601,491
		48,600		EL PASO CORP		Common Stock			462,672			380,538
		18,700		EMERSON ELEC CO		Common Stock			639,166			684,607
		8,700		ENTERGY CORP		Common Stock			686,691			723,231
		26,200		FAMILY DLR STORES INC		Common Stock			663,384			683,034
		25,800		GAMESTOP CORP		Common Stock			652,224			558,828
		12,300		GOODRICH CORP		Common Stock			454,239			455,346
		31,100		HANESBRANDS INC		Common Stock			465,539			396,525
		18,600		HEWLETT PACKARD CO		Common Stock			666,909			674,994
		17,800		HILL ROM HLDGS		Common Stock			422,038			292,988
		13,400		HOME DEPOT INC		Common Stock			296,810			308,468
		18,500		HONEYWELL INTL INC		Common Stock			573,315			607,355
		11,800		ITT CORP		Common Stock			531,472			542,682
		30,600		ILLINOIS TOOL WKS INC		Common Stock			1,023,876			1,072,530
		32,000		INTEL CORP		Common Stock			420,431			469,120
		9,900		IBM CORP		Common Stock			890,406			833,184
		54,000		INTERNATIONAL GAME TECHNOLOGY		Common Stock			711,857			642,060
		20,200		JPMORGAN CHASE & CO		Common Stock			792,244			636,906

 

27

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Table of Contents

THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP

PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES

Plan Number: 017

EIN Number: 05-049404

Schedule of Assets (Held at End of Year) (Continued)

December 31, 2008

 

Fund		Par value/ number of shares		Identity of issue		Description		Cost			Fair value
Growth & Income Fund				J&W Seligman, Barrow, Hanley, Mewhinney & Strauss, and Mellon Capital Management Growth & Income Fund		Separately Managed Fund
		12,700		JOHNSON & JOHNSON		Common Stock		$	760,095		$	759,841
		21,100		KRAFT FOODS INC CL A		Common Stock			616,753			566,535
		18,800		L-3 COMMUNICATIONS HLDGS INC		Common Stock			1,491,968			1,387,064
		6,600		LORILLARD INC		Common Stock			398,574			371,910
		21,400		MDU RESOURCES GROUP INC		Common Stock			398,254			461,812
		17,200		MARATHON OIL CORP		Common Stock			495,401			470,592
		1,000		MASTERCARD INC CL A		Common Stock			119,728			142,930
		20,600		MURPHY OIL CORP		Common Stock			1,006,101			913,610
		20,600		NEW YORK CMNTY BANCORP INC		Common Stock			288,606			246,376
		18,300		NOKIA CORP		Common Stock			294,996			285,480
		15,700		OCCIDENTAL PETE CORP		Common Stock			846,858			941,843
		25,800		OMNICARE INC		Common Stock			669,768			716,208
		38,400		PEOPLES UTD FINL INC		Common Stock			655,872			684,672
		53,900		PFIZER INC		Common Stock			916,300			954,569
		18,900		PHILIP MORRIS INTL INC		Common Stock			831,978			822,339
		17,400		PINNACLE WEST CAP CORP		Common Stock			526,176			559,062
		12,700		QUEST DIAGNOSTICS INC		Common Stock			587,629			659,257
		9,200		REYNOLDS AMERN INC		Common Stock			433,044			370,852
		12,100		RYDER SYS INC		Common Stock			476,619			469,238
		104,200		SLM CORP		Common Stock			1,078,470			927,380
		30,100		SERVICE CORP INTL		Common Stock			209,797			149,597
		7,100		SHERWIN WILLIAMS CO		Common Stock			394,973			424,225
		46,900		SPECTRA ENERGY CORP		Common Stock			830,559			738,206
		39,300		STANLEY WKS		Common Stock			1,410,084			1,340,130
		9,500		SUNTRUST BKS INC		Common Stock			365,820			280,630
		19,700		TRAVELERS COS INC		Common Stock			796,471			890,440
		38,400		UNITEDHEALTH GROUP INC		Common Stock			874,368			1,021,440
		14,800		VALERO ENERGY CORP		Common Stock			306,013			320,272
		28,400		VERIZON COMMUNICATIONS		Common Stock			875,856			962,760
		23,200		WELLPOINT INC		Common Stock			893,432			977,416
		14,300		WELLS FARGO & CO		Common Stock			453,024			421,564
		17,000		WYETH		Common Stock			551,990			637,670
		37,500		XCEL ENERGY INC		Common Stock			664,875			695,625
		522,874		MELLON CAPITAL MANAGEMENT LARGE CAP VALUE STOCK FUND		Common Collective Trust Fund			51,577,440			49,172,685
		1,905,430		* BANK OF NEW YORK MELLON		Common Collective Trust Fund			1,905,430			1,905,430
				Growth & Income Fund Subtotal							$	198,532,796

 

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THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP

PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES

Plan Number: 017

EIN Number: 05-049404

Schedule of Assets (Held at End of Year) (Continued)

December 31, 2008

 

Fund		Par value/ number of shares		Identity of issue		Description		Cost			Fair value
Large Cap Growth Fund				Columbus Circle Core Equity Fund		Separately Managed Fund
		137,000		COVIDIEN LIMITED		Common Stock		$	6,814,694		$	4,964,880
		50,000		TRANSOCEAN LTD ZUG NAMEN-AKT		Common Stock			6,104,893			2,362,500
		105,840		ABBOTT LABS		Common Stock			5,718,538			5,648,681
		294,000		ACTIVISION BLIZZARD INC		Common Stock			5,100,181			2,540,160
		68,000		AMAZON.COM INC		Common Stock			4,618,782			3,487,040
		82,000		AMERICAN TOWER CORP		Common Stock			3,495,344			2,404,240
		98,000		AMGEN INC		Common Stock			6,102,178			5,659,500
		71,243		APPLE INC		Common Stock			6,424,165			6,080,590
		223,000		APPLIED MATLS INC		Common Stock			4,172,986			2,258,990
		131,000		BAXTER INTL INC		Common Stock			8,007,872			7,020,290
		94,000		BRISTOL MYERS SQUIBB CO		Common Stock			2,203,247			2,185,500
		12,000		CME GROUP INC		Common Stock			4,295,870			2,497,320
		136,000		CHESAPEAKE ENERGY CORP		Common Stock			5,759,153			2,199,120
		349,506		CISCO SYS INC		Common Stock			7,866,289			5,696,948
		150,099		COCA COLA CO		Common Stock			7,115,147			6,794,982
		475,557		DELTA AIR LINES INC		Common Stock			4,231,317			5,449,883
		94,400		DEVON ENERGY CORP		Common Stock			6,042,657			6,203,024
		91,000		EMERSON ELEC CO		Common Stock			4,075,463			3,331,510
		103,000		EXPRESS SCRIPTS INC		Common Stock			6,007,642			5,662,940
		66,000		EXXON MOBIL CORP		Common Stock			5,136,286			5,268,780
		26,000		FIRST SOLAR INC		Common Stock			5,690,105			3,586,960
		106,000		GENERAL MLS INC		Common Stock			6,862,842			6,439,500
		139,400		GILEAD SCIENCES INC		Common Stock			3,927,316			7,128,916
		30,251		GOLDMAN SACHS GROUP INC		Common Stock			4,106,592			2,552,882
		13,000		GOOGLE INC CL A		Common Stock			4,714,089			3,999,450
		189,080		HEWLETT PACKARD CO		Common Stock			6,155,818			6,861,713
		21,329		INTUITIVE SURGICAL INC		Common Stock			2,584,113			2,708,570
		318,289		JPMORGAN CHASE & CO		Common Stock			13,878,926			10,035,652
		36,310		MASTERCARD INC CL A		Common Stock			5,484,686			5,189,788
		111,800		MCDONALDS CORP		Common Stock			3,346,301			6,952,842
		184,000		MERRILL LYNCH & CO INC		Common Stock			4,724,520			2,141,760
		33,888		MONSANTO CO		Common Stock			2,267,920			2,384,021
		100,821		NIKE INC CL B		Common Stock			6,388,034			5,141,871
		48,000		PNC FINANCIAL SERVICES GROUP		Common Stock			3,311,891			2,352,000
		167,000		QUALCOMM INC		Common Stock			7,776,025			5,983,610
		108,386		STATE STREET CORP		Common Stock			7,392,024			4,262,821
		240,000		SYMANTEC CORP		Common Stock			4,765,984			3,244,800
		91,000		THERMO FISHER SCIENTIFIC		Common Stock			4,593,458			3,100,370
		68,000		UNION PAC CORP		Common Stock			4,955,840			3,250,400
		94,000		UNITED TECHNOLOGIES CORP		Common Stock			6,397,997			5,038,400
		109,962		VISA INC CL A		Common Stock			6,449,666			5,767,507
		216,000		WAL MART STORES INC		Common Stock			11,601,378			12,108,960
		167,000		WELLS FARGO & CO		Common Stock			5,676,283			4,923,160
		221,000		WESTERN UN CO		Common Stock			5,174,646			3,169,140
		74,000		WEYERHAEUSER CO		Common Stock			4,018,209			2,265,140
		11,087,798		* BANK OF NEW YORK MELLON		Common Collective Trust Fund			11,087,798			11,087,798
				Large Cap Growth Fund Subtotal							$	219,394,909
											$	2,598,856,218

 

*	Party-in-interest

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustee (or other persons who administer the employee benefit plan) has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.

 

				THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Date: June 25, 2009				By		/s/    DAVID B. RICKARD
						David B. Rickard Executive Vice President, Chief Financial Officer and Chief Administrative Officer

 

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EXHIBIT INDEX

 

Exhibit		Description
23.1		Consent of Ernst & Young LLP

 

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