SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
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 |
For the year ended December 31, 2009
Commission File Number: 001-01011
The 401(k) Plan and the Employee Stock Ownership Plan of CVS Caremark Corporation and Affiliated Companies
CVS Caremark Corporation
One CVS Drive
Woonsocket, RI 02895
(Name of issuer and address of principal executive offices of issuer)
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP PLAN
OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
DECEMBER 31, 2009 AND 2008
CONTENTS
Page | ||
2 | ||
FINANCIAL STATEMENTS: |
||
3 | ||
4 | ||
5 | ||
SUPPLEMENTARY SCHEDULES: |
||
Schedule H, Line 4aSchedule of Delinquent Participant Contributions |
23 | |
Schedule H, Line 4iSchedule of Assets (Held at End of Year) |
24 | |
37 | ||
38 | ||
Exhibit 23.1 Consent of Ernst & Young LLP |
39 |
1
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, 2009 and 2008, 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 Plans 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 Plans 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 Plans 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 provide 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 as of December 31, 2009 and 2008, 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 schedules of delinquent participant contributions for the year ended December 31, 2009 and assets (held at end of year) as of December 31, 2009, are presented for purposes of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plans management. The supplemental schedules have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole.
/s/ Ernst & Young LLP |
Boston, Massachusetts
June 29, 2010
2
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP
PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Statements of Net Assets Available for Benefits
December 31, 2009 and 2008
2009 | 2008 | ||||||
Assets: |
|||||||
Investments, at fair value (Note 10): |
|||||||
Common collective trust funds (Note 2 (d)) |
$ | 1,105,228,605 | $ | 588,581,980 | |||
Mutual funds (Note 2 (d)) |
1,562,946,674 | 823,998,133 | |||||
Common stock (Note 2 (d)) |
1,339,854,087 | 629,619,451 | |||||
Preference shares (Note 2 (d)) |
| 476,629,734 | |||||
Loans to participants (Note 4) |
121,822,855 | 80,026,920 | |||||
Total investments |
4,129,852,221 | 2,598,856,218 | |||||
Receivables: |
|||||||
Interest and dividends (Note 2 (i)) |
2,227,286 | 763,603 | |||||
Employer contributions (Note 1 (d)) |
42,042,194 | 36,144,984 | |||||
Employee contributions (Note 1 (d)) |
22,525,321 | 13,646,403 | |||||
Total receivables |
66,794,801 | 50,554,990 | |||||
Total assets at fair value |
4,196,647,022 | 2,649,411,208 | |||||
Liabilities: |
|||||||
Accrued expenses and other liabilities |
1,997,624 | 979,064 | |||||
Total liabilities |
1,997,624 | 979,064 | |||||
Net assets available for benefits at fair value |
4,194,649,398 | 2,648,432,144 | |||||
Adjustments from fair value to contract value for fully benefit-responsive investment contracts |
75,476 | (35,349,307 | ) | ||||
Net assets available for benefits |
$ | 4,194,724,874 | $ | 2,613,082,837 | |||
See accompanying notes to financial statements.
3
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 Benefits
Years ended December 31, 2009 and 2008
2009 | 2008 | ||||||
Investment activity: |
|||||||
Interest and dividend income (Note 2 (i)) |
$ | 89,110,408 | $ | 71,332,698 | |||
Transfer in of plan assets (Note 1 (a)) |
730,042,061 | | |||||
Realized and unrealized gains (losses) (Notes 3 and 5) |
566,101,097 | (934,821,638 | ) | ||||
Total investment activity |
1,385,253,566 | (863,488,940 | ) | ||||
Contributions: |
|||||||
Employer contributions (Note 1 (d)) |
156,220,766 | 120,975,072 | |||||
Employee contributions (Note 1 (d)) |
252,807,011 | 221,207,792 | |||||
Rollovers |
10,456,819 | 15,700,176 | |||||
Total contributions |
419,484,596 | 357,883,040 | |||||
Deductions: |
|||||||
Benefits paid to participants (Notes 1 (g) and 2 (e)) |
212,424,650 | 161,512,303 | |||||
Interest expense (Note 1 (c)) |
| 3,791,400 | |||||
Administrative expenses (Note 1 (h)) |
10,671,475 | 5,559,791 | |||||
Total deductions |
223,096,125 | 170,863,494 | |||||
Net increase (decrease) for the year |
1,581,642,037 | (676,469,394 | ) | ||||
Net assets beginning of the year |
2,613,082,837 | 3,289,552,231 | |||||
Net assets end of the year |
$ | 4,194,724,874 | $ | 2,613,082,837 | |||
See accompanying notes to financial statements.
4
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP
PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Notes to Financial Statements
December 31, 2009 and 2008
Note 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 Plans 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. Effective January 2010, the Benefits Plans Committee further named an Administrative Sub Committee and an Investment Sub Committee and delegated certain fiduciary duties to each of the Committees.
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.
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 $194,944,787 and $535,097,274 of cash and in-kind assets, respectively. There are no remaining assets in the Longs Plan.
5
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP
PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Notes to Financial Statements
December 31, 2009 and 2008
(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 employees 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. |
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 was convertible into shares of CVS Caremark Common Stock at the election of the Plans Trustee. The conversion rate was 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 in 2008. The annual dividend on the ESOP Preference Stock was $3.90 per share. Cash dividend payments on unallocated ESOP Preference Stock were 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 of December 31, 2008, the Plan had repaid all outstanding amounts under the terms of the ESOP Notes described above.
6
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP
PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Notes to Financial Statements
December 31, 2009 and 2008
On January 30, 2009, pursuant to the Companys 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 24, 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 Companys 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.
(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 to them, in multiples of 1%, pursuant to a salary reduction agreement. Each participants 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 $16,500 and $15,500 for 2009 and 2008, respectively.
Effective January 1, 2009, on a quarterly basis, the Company matches in cash 100% up to 5% of eligible pre-tax compensation contributed, if the employee is actively employed at that time. Prior to January 1, 2009, the Company matched 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 the end of the year. Shares of ESOP Preference Stock allocated to a participant account were 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.
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 $5,500 and $5,000 for 2009 and 2008, respectively.
(e) | Participants Account |
Each participants account is credited with an allocable share of their selected Plans investments and any unrealized appreciation or depreciation and interest and dividends of those investments. In 2008, the total amount of new shares to be allocated was calculated by multiplying the ratio of the 2008 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 participants accounts are based on the number of shares due to each participant as described in 1(d) above.
(f) | Vesting |
Participants are 100% vested in all contributions.
7
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP
PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Notes to Financial Statements
December 31, 2009 and 2008
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. In 2008, the beneficiary may have elected 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 was greater.
(h) | Administrative Expenses |
Administrative expenses specifically attributable to the Plan and not covered by forfeitures were funded by the Plan for 2009 and 2008. Trustees fees were paid by the Plan for 2009 and 2008.
(i) | Forfeitures |
On a participants 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 participants 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 shares of ESOP Preference Stock were forfeited during 2008 and were applied as of December 31, 2008. Forfeitures restored to participants in ESOP Preference Stock upon resumption of employment for 2008 were approximately 868 shares of ESOP Preference Stock.
Cash forfeitures for 2009 and 2008 were $260,084 and $476,660, respectively. Cash forfeitures restored to participants upon resumption of employment for 2009 and 2008 were approximately $20,902 and $46,370, 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.
8
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP
PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Notes to Financial Statements
December 31, 2009 and 2008
(j) | Investment Options |
Upon enrollment in the Plan or daily, a participant elects 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 funds investment objectives:
Core Equity Fund
The Institutional Vanguard Index Fund seeks to replicate the total return of the Standard & Poors (S&P) 500 Composite Stock Index (S&P 500) 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 Institutional Class Fund is a core bond fund that seeks to outperform the Barclays Capital Aggregate Bond Index. Investments may include government and corporate debt securities, mortgage and other asset-backed securities, money market instruments, and derivatives.
International Equity Fund
The Templeton Foreign Equity Series-Primary Shares Fund 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 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 Funds-New Perspective 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
Columbia Small Cap 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.
9
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP
PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Notes to Financial Statements
December 31, 2009 and 2008
Small Cap Value Fund
The Vanguard Small Cap Index fund seeks to replicate the total return of the MSCI US Small Cap 1750 Index by investing in the stocks that make up the index. The MSCI US Small Cap 1750 Index consists of smaller U.S. companies.
Mid Cap Fund
The Vanguard Mid Cap Index fund seeks to replicate the total return of the Morgan Stanley Capital International ® US Mid Cap 450 Index by investing in the stocks that make up the index. The MSCI US Mid Cap 450 Index consists of medium-size U.S. companies.
International Equity Fund
The Vanguard Institutional Developed Markets Index Fund seeks to replicate the total return of the MSCI Europe, Australasia, Far East Index by investing in the institutional shares of two other Vanguard funds the Vanguard European Stock Index Fund and Vanguard Pacific Stock Index Fund. These indexes include approximately 1,140 common stocks of companies located in Europe, Australia, Asia and the Far East.
Conservative Lifestyle
The fund invests in the following Future Fund 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.
Moderate Lifestyle
The fund invests in other Future Fund investment options as follows: 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.
Aggressive Lifestyle
The fund invests in other Future Fund investment options as follows: 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.
10
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP
PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Notes to Financial Statements
December 31, 2009 and 2008
CVS Caremark 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 Bank & Trust Co. Global Advisors and seeks to preserve capital while generating a steady rate of return higher than money market funds. The funds 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, Mellon Capital Management and Barrow, Hanley, Mewhinney & Strauss. 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 S&P 500.
11
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP
PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Notes to Financial Statements
December 31, 2009 and 2008
Note 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, 2009 |
December 31, 2008 | |||||||||||||
Allocated | Unallocated | Total | ||||||||||||
Assets: |
||||||||||||||
Investments at fair value: |
||||||||||||||
Common collective trust funds |
$ | 1,105,228,605 | $ | 588,581,980 | $ | | $ | 588,581,980 | ||||||
Mutual funds |
1,562,946,674 | 823,998,133 | | 823,998,133 | ||||||||||
Common stock |
1,339,854,087 | 629,619,451 | | 629,619,451 | ||||||||||
Preference shares |
| 476,628,404 | 1,330 | 476,629,734 | ||||||||||
Loans to participants |
121,822,855 | 80,026,920 | | 80,026,920 | ||||||||||
Total investments |
4,129,852,221 | 2,598,854,888 | 1,330 | 2,598,856,218 | ||||||||||
Receivables: |
||||||||||||||
Interest and dividends |
2,227,286 | 763,602 | 1 | 763,603 | ||||||||||
Employer contributions |
42,042,194 | 36,144,984 | | 36,144,984 | ||||||||||
Employee contributions |
22,525,321 | 13,646,403 | | 13,646,403 | ||||||||||
Total receivables |
66,794,801 | 50,554,989 | 1 | 50,554,990 | ||||||||||
Total assets, reflecting investments at fair value |
4,196,647,022 | 2,649,409,877 | 1,331 | 2,649,411,208 | ||||||||||
Adjustments from fair value to contract value for fully benefit-responsive investment contracts |
75,476 | (35,349,307 | ) | | (35,349,307 | ) | ||||||||
Total assets, reflecting investments at fair value |
4,196,722,498 | 2,614,060,570 | 1,331 | 2,614,061,901 | ||||||||||
Liabilities: |
||||||||||||||
Accrued expenses and other liabilities |
1,997,624 | 979,064 | | 979,064 | ||||||||||
Total liabilities |
1,997,624 | 979,064 | | 979,064 | ||||||||||
Net assets available for benefits |
$ | 4,194,724,874 | $ | 2,613,081,506 | $ | 1,331 | $ | 2,613,082,837 | ||||||
12
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP
PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Notes to Financial Statements
December 31, 2009 and 2008
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, 2009 | December 31, 2008 | |||||||||||||||||||||
Allocated | Unallocated | Total | Allocated | Unallocated | Total | |||||||||||||||||
Investment activity: |
||||||||||||||||||||||
Interest and dividend income |
$ | 89,110,408 | $ | | $ | 89,110,408 | $ | 57,299,124 | $ | 14,033,574 | $ | 71,332,698 | ||||||||||
Transfer in of plan assets |
730,042,061 | | 730,042,061 | | | | ||||||||||||||||
Realized and unrealized gains (losses) |
566,101,097 | | 566,101,097 | (912,798,842 | ) | (22,022,796 | ) | (934,821,638 | ) | |||||||||||||
Transfer of ESOP appreciation |
| | | 32,360,656 | (32,360,656 | ) | | |||||||||||||||
Total investment activity |
1,385,253,566 | | 1,385,253,566 | (823,139,062 | ) | (40,349,878 | ) | (863,488,940 | ) | |||||||||||||
Contributions: |
||||||||||||||||||||||
Employer contributions |
156,222,097 | (1,331 | ) | 156,220,766 | 86,703,386 | 34,271,686 | 120,975,072 | |||||||||||||||
Employee contributions |
252,807,011 | | 252,807,011 | 221,207,792 | | 221,207,792 | ||||||||||||||||
Rollovers |
10,456,819 | | 10,456,819 | 15,700,176 | | 15,700,176 | ||||||||||||||||
Allocation of CVS Caremark Shares |
| | | 22,272,076 | (22,272,076 | ) | | |||||||||||||||
Total contributions |
419,485,927 | (1,331 | ) | 419,484,596 | 345,883,430 | 11,999,610 | 357,883,040 | |||||||||||||||
Deductions: |
||||||||||||||||||||||
Benefits paid to participants |
212,424,650 | | 212,424,650 | 161,512,303 | | 161,512,303 | ||||||||||||||||
Interest expense |
| | | | 3,791,400 | 3,791,400 | ||||||||||||||||
Administrative expenses |
10,671,475 | | 10,671,475 | 5,559,791 | | 5,559,791 | ||||||||||||||||
Total deductions |
223,096,125 | | 223,096,125 | 167,072,094 | 3,791,400 | 170,863,494 | ||||||||||||||||
Net increase (decrease) for the year |
1,581,643,368 | (1,331 | ) | 1,581,642,037 | (644,327,726 | ) | (32,141,668 | ) | (676,469,394 | ) | ||||||||||||
Net assets beginning of the year |
2,613,081,506 | 1,331 | 2,613,082,837 | 3,257,409,232 | 32,142,999 | 3,289,552,231 | ||||||||||||||||
Net assets end of the year |
$ | 4,194,724,874 | $ | | $ | 4,194,724,874 | $ | 2,613,081,506 | $ | 1,331 | $ | 2,613,082,837 | ||||||||||
13
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP
PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Notes to Financial Statements
December 31, 2009 and 2008
(b) | Recently Adopted Accounting Pronouncements |
In the third quarter of 2009, the Plan adopted the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) as the source of authoritative generally accepted accounting principles (GAAP) for nongovernmental entities. The ASC does not change GAAP but rather takes the numerous individual pronouncements that previously constituted GAAP and reorganized them into approximately 90 accounting topics, and displays all topics using a consistent structure. Citing particular content in the ASC involves specifying the unique numeric path to the content. The adoption of ASC did not have a material effect on the Statement of Net Assets Available for Benefits or the Statement of Changes in Net Assets Available for Benefits.
In September 2006, the FASB issued ASC 820 Fair Value Measurements and Disclosures (ASC 820) (formerly Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements), which defines fair value, establishes guidelines for measuring fair value and expands disclosures regarding fair value measurements. ASC 820 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 ASC 820 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
In April and September 2009, the FASB issued guidance which (i) provided additional guidance for estimating fair value when the volume and level of activity for the asset or liability have significantly decreased, (ii) provided guidance on identifying circumstances that indicate a transaction is not orderly, (iii) permitted, as a practical expedient, entities to measure the fair value of certain investments based on the net asset value per share and (iv) expanded the required disclosures about fair value measurements. The adoption of the amendments to ASC 820 did not have material effect on the Statement of Net Assets Available for Benefits or the Statement of Changes in Net Assets Available for Benefits.
(c) | Recent Accounting Pronouncement Not Yet Effective |
In January 2010, the FASB issued guidance which expanded the required disclosures about fair value measurements. In particular, this guidance requires (i) separate disclosure of the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements along with the reasons for such transfers, (ii) information about purchases, sales, issuances and settlements to be presented separately in the reconciliation for Level 3 fair value measurements, (iii) expanded fair value measurement disclosures for each class of assets and liabilities and (iv) disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements that fall in either Level 2 or Level 3. This guidance is effective for annual reporting periods beginning after December 15, 2009 except for (ii) above which is effective for fiscal years beginning after December 15, 2010. The Plan is currently evaluating the impact that this guidance will have on the Plans financial statements.
(d) | Investment Valuation |
The value of the investments in the 401(k) portion of the Plan held at December 31, 2009 and 2008 is based on the fair value of the underlying funds. Shares of mutual funds are valued at quoted market 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 based upon quoted market prices. The participant loans are valued at their outstanding balances, which approximate fair value.
14
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP
PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Notes to Financial Statements
December 31, 2009 and 2008
The fair value of the Plans common collective trust funds represent the value of the underlying investments.
The ESOP portion of the Plan invested its funds primarily in ESOP Preference Stock. The investment in ESOP Preference Stock was 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 $32.21 and $28.74 per share at December 31, 2009 and 2008, respectively. Effective February 24, 2009, the ESOP Preference Stock was retired and converted into CVS Caremark common stock.
The Plan invests in various investment securities which 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.
(e) | Benefits Paid |
Distribution of benefits are recorded when paid.
(f) | 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 benefits during the reporting period. Actual results could differ from those estimates.
(g) | Accrual Basis of Accounting |
The Plan utilizes the accrual basis of accounting.
(h) | Purchase and Sale of Securities |
Purchase and sales of securities are made on a trade-date basis.
(i) | Investment Income |
Dividend and interest income is recorded when earned.
15
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP
PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Notes to Financial Statements
December 31, 2009 and 2008
Note 3 - Fair Value Measurements
The Plan uses the three-level hierarchy for the recognition and disclosure of fair value measurements. The categorization of assets and liabilities within this hierarchy is based upon the lowest level of the input that is significant to the measurement of fair value. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of the fair value hierarchy consist of the following:
| Level 1 Inputs to the valuation methodology are unadjusted quoted prices in active markets for identical assets or liabilities that the Plan has the ability to access at the measurement date. |
| Level 2 Inputs to the valuation methodology are quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active or inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the instrument. |
| Level 3 Inputs to the valuation methodology are unobservable inputs based upon managements best estimate of inputs market participants could use in pricing the asset or liability at the measurement date, including assumptions about risk. |
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, 2009 and 2008.
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 Companys common stock at the time of allocation multiplied by a factor of 4.628.
Participant loans: Valued at amortized cost, which approximates fair value.
16
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP
PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Notes to Financial Statements
December 31, 2009 and 2008
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 Plans assets at fair value as of December 31, 2009 and 2008:
As of December 31, 2009 | ||||||||||||
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
Total | |||||||||
Common collective trust funds |
$ | | $ | 700,498,315 | $ | 404,730,290 | $ | 1,105,228,605 | ||||
Mutual funds: |
||||||||||||
Small cap equity |
120,552,933 | | | 120,552,933 | ||||||||
Mid cap equity |
49,176,344 | | | 49,176,344 | ||||||||
Large cap equity |
438,618,714 | | | 438,618,714 | ||||||||
International |
557,876,580 | | | 557,876,580 | ||||||||
Bond |
396,722,103 | | | 396,722,103 | ||||||||
Total mutual funds |
1,562,946,674 | | | 1,562,946,674 | ||||||||
Common stock: |
||||||||||||
Small cap equity |
547,515,428 | | | 547,515,428 | ||||||||
Large cap equity |
153,192,086 | | | 153,192,086 | ||||||||
CVS Caremark Common Stock Fund |
639,146,573 | | | 639,146,573 | ||||||||
Total common stock |
1,339,854,087 | | | 1,339,854,087 | ||||||||
Participant loans |
| | 121,822,855 | 121,822,855 | ||||||||
Total investments |
$ | 2,902,800,761 | $ | 700,498,315 | $ | 526,553,145 | $ | 4,129,852,221 | ||||
17
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP
PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Notes to Financial Statements
December 31, 2009 and 2008
As of December 31, 2008 | ||||||||||||
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
Total | |||||||||
Common collective trust funds |
$ | | $ | 99,748,932 | $ | 488,833,048 | $ | 588,581,980 | ||||
Mutual funds: |
||||||||||||
Small cap equity |
54,891,183 | | | 54,891,183 | ||||||||
Large cap equity |
218,689,684 | | | 218,689,684 | ||||||||
International |
285,585,018 | | | 285,585,018 | ||||||||
Bond |
264,832,248 | | | 264,832,248 | ||||||||
Total mutual funds |
823,998,133 | | | 823,998,133 | ||||||||
Common stock: |
||||||||||||
Small cap equity |
102,175,648 | | | 102,175,648 | ||||||||
Large cap equity |
355,761,792 | | | 355,761,792 | ||||||||
CVS Caremark Common Stock Fund |
171,682,011 | | | 171,682,011 | ||||||||
Total 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 | ||||
Level 3 Gains and Losses
The tables below set forth a summary of changes in the fair value of the Plans Level 3 assets for the year ended December 31, 2009 and 2008.
Level 3 Assets Participant loans Year Ended December 31, | ||||||
2009 | 2008 | |||||
Balance, beginning of year |
$ | 80,026,920 | $ | 70,490,989 | ||
Realized gains/(losses) |
| | ||||
Unrealized gains/(losses) relating to instruments still held at the reporting date |
| | ||||
Purchases, sales, issuances and settlements, net |
41,795,935 | 9,535,931 | ||||
Balance, end of year |
$ | 121,822,855 | $ | 80,026,920 | ||
18
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP
PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Notes to Financial Statements
December 31, 2009 and 2008
Level 3 Assets Common collective trust
funds Year Ended December 31, | |||||||
2009 | 2008 | ||||||
Balance, beginning of year |
$ | 488,833,048 | $ | 380,521,059 | |||
Realized gains/(losses) |
| | |||||
Unrealized gains/(losses) relating to instruments still held at the reporting date |
(11,603,899 | ) | 26,353,003 | ||||
Purchases, sales, issuances and settlements, net |
(72,498,859 | ) | 81,958,986 | ||||
Balance, end of year |
$ | 404,730,290 | $ | 488,833,048 | |||
Note 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%.
Note 5 - Investment Policy
At December 31, 2009 and 2008, most of the Plans 401(k) related assets were allocated among the investment options discussed in Note 1(j) based on Employees elections. The investment options are recommended by independent investment managers and approved by the Benefit Plans Investment Sub-Committee. Employee contributions that are waiting 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.
During 2009 and 2008, the Plans investments, including investments purchased, sold as well as held during the year appreciated (depreciated) in fair value as follows:
Asset Category |
2009 | 2008 | |||||
Common Collective Trust Funds |
$ | 116,793 | $ | (2,887,573 | ) | ||
Mutual Funds * |
339,988,884 | (274,875,685 | ) | ||||
Common Stock |
186,602,089 | (470,364,128 | ) | ||||
Preference Shares |
39,393,331 | (186,694,252 | ) | ||||
$ | 566,101,097 | $ | (934,821,638 | ) | |||
* | The Mutual Funds category includes the Conservative Lifestyle fund, the Moderate Lifestyle fund and the Aggressive Lifestyle fund. |
19
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP
PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Notes to Financial Statements
December 31, 2009 and 2008
Note 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.
Note 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 has indicated that it will take the necessary steps, if any, to bring the Plans operations into compliance with the Code.
Note 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.
Note 9 - Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of the net assets available for benefits per the financial statements to the Form 5500 as of December 31, 2009 and 2008:
2009 | 2008 | |||||||
Net Assets Available for Benefits per the Financial Statements |
$ | 4,194,724,874 | $ | 2,613,082,837 | ||||
Employer contributions receivable |
(149,811 | ) | (610,923 | ) | ||||
Adjustment from Fair Value to Contract Value for Fully Benefit Responsive Investment Contracts |
(75,476 | ) | 35,349,307 | |||||
Net Assets Available for Benefits per the Form 5500 |
$ | 4,194,499,587 | $ | 2,647,821,221 | ||||
20
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP
PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Notes to Financial Statements
December 31, 2009 and 2008
Note 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 Plans assets.
2009 | 2008 | |||||
Institutional Vanguard Index Fund |
$ | 438,618,714 | $ | 218,689,684 | ||
PIMCO Total Return Institutional Fund |
396,722,103 | 264,832,248 | ||||
Templeton Foreign Equity Series-Primary Shares Fund |
263,934,817 | 192,404,790 | ||||
CVS Caremark Corporation Common Stock Fund |
646,867,418 | 173,747,956 | ||||
State Street Stable Fixed Income Fund for Employee Benefit Trusts |
678,381,033 | 517,203,146 | ||||
Merrill Lynch Retirement Preservation Trust Collective Fund |
328,873,368 | | ||||
Allocated CVS Caremark Corporation Series One ESOP Convertible Stock |
| 476,628,404 |
21
Supplemental Schedules
22
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP
PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Plan Number: 017
EIN: 05-0494040
Schedule H, Line 4aSchedule of Delinquent Participant Contributions
December 31, 2009
Participant Contributions Transferred Late to Plan |
Total that Constitute Nonexempt Prohibited Transactions |
|||||||
Check here If Late Participant Loan Repayments are included: x |
Contributions Not Corrected |
Contributions Corrected Outside VFCP |
Contributions Pending Correction in VFCP |
Total Fully Corrected Under VFCP and PTE 2002-51 | ||||
$ 52,395 |
$52,395(1) |
(1) | Represents delinquent participant contributions and loan repayments from various 2009 pay periods. |
23
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP
PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Plan Number: 017
EIN: 05-0494040
Schedule H, Line 4iSchedule of Assets (Held at End of Year)
December 31, 2009
Fund |
Par value/ number of shares |
Identity of issue |
Description |
Cost | Fair value | |||||||
International Equity Fund | 13,675,379 | Templeton Foreign Equity Series-Primary Shares Fund | Mutual Fund | $ | 288,091,057 | $ | 263,934,817 | |||||
Core Equity Fund | 4,301,027 | Institutional Vanguard Index Fund | Mutual Fund | 417,974,961 | 438,618,714 | |||||||
Small Cap Growth Fund | 1,688,160 | Vanguard Explorer Fund | Mutual Fund | 92,899,714 | 89,978,903 | |||||||
Small Cap Blend Fund | 1,111,783 | Vanguard Small Cap Index Fund | Mutual Fund | 23,141,521 | 30,574,029 | |||||||
Mid Cap Blend Fund | 2,998,558 | Vanguard Mid Cap Index Fund | Mutual Fund | 35,852,660 | 49,176,344 | |||||||
Large Foreign Blend Fund | 14,226,398 | Vanguard Institutional Developed Markets Index Fund | Mutual Fund | 106,694,353 | 134,581,728 | |||||||
Diversified Bond Fund | 36,733,528 | PIMCO Total Return Institutional Class Fund | Mutual Fund | 384,154,447 | 396,722,103 | |||||||
Global Equity Fund | 6,220,142 | American Funds-New Perspective | Mutual Fund | 157,963,422 | 159,360,036 | |||||||
Investment Contract Fund | 654,635,624 | State Street Stable Fixed Income Fund For Employee Benefit Trusts | Common Collective Trust Fund | 654,635,624 | 678,381,033 | |||||||
CVS Caremark Common Stock Fund | 19,843,110 | * CVS Caremark Common Stock | CVS Caremark Corporation Common Stock | 574,277,353 | 639,146,573 | |||||||
7,720,845 | * The Bank of New York Mellon | Common Collective Trust Fund | 7,720,845 | 7,720,845 | ||||||||
CVS Caremark Common Stock Fund Subtotal | 646,867,418 | |||||||||||
Merrill Lynch Retirement Preservation Trust | | Cash | Cash | 71,332 | 71,332 | |||||||
352,622,921 | Merrill Lynch Retirement Preservation Trust Collective Fund | Common Collective Trust Fund | 352,622,921 | 328,802,036 | ||||||||
Merrill Lynch Retirement Preservation Trust Collective Fund Subtotal | 328,873,368 | |||||||||||
754,223 | * The Bank of New York Mellon | Common Collective Trust Fund | 754,223 | 754,223 | ||||||||
Loans to participants | | * Loans to participants | Prime plus 1% at loan request date | | 121,822,855 |
24
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP
PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Plan Number: 017
EIN: 05-0494040
Schedule H, Line 4iSchedule of Assets (Held at End of Year) (Continued)
December 31, 2009
Fund |
Par value/ number of shares |
Identity of issue |
Description |
Cost | Fair value | |||||||
Small Cap Value Fund | Columbia Small Cap Fund | Separately Managed Fund |
||||||||||
71,406 | AAR CORP | Common Stock | $ | 1,150,434 | $ | 1,640,910 | ||||||
77,030 | ADC TELECOMMUNICATIONS INC | Common Stock | 671,747 | 478,356 | ||||||||
52,218 | ATMI INC COM | Common Stock | 1,109,520 | 972,299 | ||||||||
43,179 | ABINGTON BANCORP INC PENN COM | Common Stock | 420,915 | 297,503 | ||||||||
36,743 | ACADIA RLTY TR COM | Common Stock | 771,160 | 619,854 | ||||||||
39,344 | ADTRAN INC | Common Stock | 845,801 | 887,207 | ||||||||
28,501 | AIR METHODS CORP NEW | Common Stock | 778,308 | 958,204 | ||||||||
60,084 | ALBANY INTL CORP CL A | Common Stock | 1,035,501 | 1,349,487 | ||||||||
29,868 | AMERICAN CAMPUS CMNTYS INC | Common Stock | 786,106 | 839,291 | ||||||||
14,700 | AMERICAN SCIENCE & ENGR INC | Common Stock | 924,600 | 1,114,848 | ||||||||
27,991 | AMERICAN STS WTR CO COM | Common Stock | 999,073 | 991,161 | ||||||||
35,935 | ANALOGIC CORP COM PAR $0.05 | Common Stock | 1,666,854 | 1,383,857 | ||||||||
183,435 | ANALYSTS INTL CORP | Common Stock | 291,662 | 122,901 | ||||||||
29,500 | ARBITRON INC COM | Common Stock | 644,023 | 690,890 | ||||||||
54,898 | ARGON ST INC | Common Stock | 1,161,342 | 1,192,385 | ||||||||
22,888 | ARKANSAS BEST CORP DEL | Common Stock | 705,319 | 673,594 | ||||||||
26,387 | ATLAS AIR WORLDWIDE HLDGS INC | Common Stock | 685,601 | 982,916 | ||||||||
32,272 | AVID TECHNOLOGY INC COM | Common Stock | 531,143 | 411,791 | ||||||||
76,047 | BTU INTL INC | Common Stock | 670,078 | 482,898 | ||||||||
15,896 | BALDOR ELEC CO | Common Stock | 437,531 | 446,519 | ||||||||
36,600 | BELDEN INC | Common Stock | 855,412 | 802,272 | ||||||||
214,870 | BENCHMARK ELECTRS INC | Common Stock | 2,993,632 | 4,063,192 | ||||||||
37,559 | BIOMARIN PHARMACEUTICAL COM | Common Stock | 821,190 | 706,485 | ||||||||
11,418 | BOSTON PRIVATE FINL HLDGS INC | Common Stock | 82,645 | 65,882 | ||||||||
50,788 | BOTTOMLINE TECHNOLOGIES DEL | Common Stock | 466,276 | 892,345 | ||||||||
26,831 | BUCKLE INC COM | Common Stock | 721,641 | 785,612 | ||||||||
49,713 | CEC ENTMT INC COM | Common Stock | 1,552,692 | 1,586,839 | ||||||||
21,027 | CALIFORNIA WTR SVC GROUP COM | Common Stock | 782,284 | 774,214 | ||||||||
56,753 | CALLAWAY GOLF CO COM | Common Stock | 566,000 | 427,918 | ||||||||
106,156 | CAMBREX CORP COM | Common Stock | 730,330 | 592,350 | ||||||||
52,667 | CASEYS GEN STORES INC | Common Stock | 1,265,183 | 1,681,131 | ||||||||
29,100 | CASH AMERICA INTERNATIONAL INC | Common Stock | 904,842 | 1,017,336 | ||||||||
70,730 | CENTERSTATE BANKS INC | Common Stock | 465,438 | 713,666 | ||||||||
16,817 | CENTRAL GARDEN & PET CO COM | Common Stock | 82,370 | 179,942 | ||||||||
18,834 | CENTRAL GARDEN & PET CO CL A | Common Stock | 85,046 | 187,210 | ||||||||
110,108 | CIRRUS LOGIC INC COM | Common Stock | 579,986 | 750,937 |
25
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP
PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Plan Number: 017
EIN: 05-0494040
Schedule H, Line 4iSchedule of Assets (Held at End of Year) (Continued)
December 31, 2009
Fund |
Par value/ number of shares |
Identity of issue |
Description |
Cost | Fair value | |||||||
Small Cap Value Fund | Columbia Small Cap Fund | Separately Managed Fund | ||||||||||
65,593 | COLLECTIVE BRANDS INC COM | Common Stock | $ | 798,804 | $ | 1,493,553 | ||||||
171,794 | COMPUTER TASK GROUP INC COM | Common Stock | 1,086,787 | 1,376,070 | ||||||||
3,020 | COMSYS IT PARTNERS INC | Common Stock | 27,168 | 26,848 | ||||||||
118,900 | CONSECO INC | Common Stock | 579,208 | 594,500 | ||||||||
36,406 | CONSOLIDATED GRAPHICS INC | Common Stock | 830,060 | 1,274,938 | ||||||||
40,717 | COOPER COS INC COM NEW | Common Stock | 1,151,022 | 1,552,132 | ||||||||
52,024 | COOPER TIRE & RUBR CO | Common Stock | 443,805 | 1,043,081 | ||||||||
30,549 | CORN PRODS INTL INC COM | Common Stock | 1,320,952 | 892,947 | ||||||||
17,500 | DELPHI FINL GROUP INC CL A COM | Common Stock | 452,310 | 391,475 | ||||||||
63,136 | DIAMOND ROCK HOSPITALITY CO | Common Stock | 539,384 | 534,762 | ||||||||
24,700 | DIGITAL RIV INC COM | Common Stock | 662,099 | 666,653 | ||||||||
47,649 | DIME CMNTY BANCORP INC COM | Common Stock | 690,319 | 558,446 | ||||||||
54,340 | DORMAN PRODS INC COM | Common Stock | 612,086 | 850,964 | ||||||||
50,400 | DUPONT FABROS TECHNOLOGY INC | Common Stock | 587,545 | 906,696 | ||||||||
19,400 | EMS TECHNOLOGIES INC COM | Common Stock | 399,506 | 281,300 | ||||||||
35,913 | EXCO RES INC COM | Common Stock | 857,918 | 762,433 | ||||||||
153,060 | EARTHLINK INC COM | Common Stock | 1,310,452 | 1,271,929 | ||||||||
23,790 | EHEALTH INC COM | Common Stock | 390,342 | 390,870 | ||||||||
71,108 | EMCOR GROUP INC COM | Common Stock | 2,004,216 | 1,912,805 | ||||||||
933 | ENCORE BANCSHARES INC COM | Common Stock | 14,910 | 7,417 | ||||||||
98,477 | EPICOR SOFTWARE CORP COM | Common Stock | 625,893 | 750,395 | ||||||||
110,616 | EXAR CORP COM | Common Stock | 842,416 | 786,480 | ||||||||
24,738 | FTI CONSULTING INC COM | Common Stock | 1,481,073 | 1,166,644 | ||||||||
124,363 | FAIRCHILD SEMICONDUCTOR INTL | Common Stock | 1,259,389 | 1,242,386 | ||||||||
77,310 | FARO TECHNOLOGY INC | Common Stock | 1,577,252 | 1,657,526 | ||||||||
68,008 | FIRST MERCURY FINL CORP COM | Common Stock | 1,025,149 | 932,390 | ||||||||
46,341 | FIRST NIAGARA FINL GROUP INC | Common Stock | 632,146 | 644,603 | ||||||||
66,852 | FIRST POTOMAC RLTY TR | Common Stock | 930,325 | 840,330 | ||||||||
140,967 | FLANDERS CORP | Common Stock | 874,314 | 628,713 | ||||||||
41,500 | FOOT LOCKER INC COM | Common Stock | 404,895 | 462,310 | ||||||||
75,606 | FULLER H B CO COM | Common Stock | 1,699,353 | 1,720,037 | ||||||||
37,500 | GALLAGHER ARTHUR J & CO | Common Stock | 645,943 | 844,125 | ||||||||
62,308 | GENERAL COMMUNICATION INC CL A | Common Stock | 493,130 | 397,525 | ||||||||
58,018 | GLATFELTER | Common Stock | 780,678 | 704,919 | ||||||||
46,000 | GLOBAL DEFENSE TECHNOLOGY & | Common Stock | 599,380 | 757,160 | ||||||||
79,544 | GLOBECOMM SYS INC COM | Common Stock | 626,007 | 622,034 | ||||||||
58,744 | GRAFTECH INTERNATIONAL LTD | Common Stock | 1,125,625 | 913,469 |
26
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP
PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Plan Number: 017
EIN: 05-0494040
Schedule H, Line 4iSchedule of Assets (Held at End of Year) (Continued)
December 31, 2009
Fund |
Par value/ number of shares |
Identity of issue |
Description |
Cost | Fair value | |||||||
Small Cap Value Fund |
Columbia Small Cap Fund | Separately Managed Fund |
||||||||||
27,797 | GREATBATCH INC COM | Common Stock | $ | 564,606 | $ | 534,536 | ||||||
24,554 | GREIF INC CL A COM | Common Stock | 1,376,059 | 1,325,425 | ||||||||
29,351 | GULFMARK OFFSHORE INC COM | Common Stock | 1,165,797 | 830,927 | ||||||||
19,951 | HANCOCK HLDG CO | Common Stock | 708,261 | 873,654 | ||||||||
25,435 | HI-TECH PHARMACAL INC | Common Stock | 273,373 | 713,452 | ||||||||
76,433 | HORACE MANN EDUCATORS CORP NEW | Common Stock | 935,226 | 955,413 | ||||||||
34,600 | HOT TOPIC INC | Common Stock | 218,719 | 220,056 | ||||||||
136,041 | HYPERCOM CORP COM | Common Stock | 506,694 | 431,250 | ||||||||
52,225 | IGO INC COM | Common Stock | 60,059 | 64,237 | ||||||||
14,357 | IBERIABANK CORP COM | Common Stock | 559,923 | 772,550 | ||||||||
70,846 | IMATION CORP COM | Common Stock | 1,139,188 | 617,777 | ||||||||
114,393 | INFOGROUP INC COM | Common Stock | 563,362 | 917,432 | ||||||||
104,380 | INTEGRAL SYS INC MD | Common Stock | 1,395,675 | 903,931 | ||||||||
76,832 | INVACARE CORP | Common Stock | 1,729,650 | 1,916,190 | ||||||||
47,100 | INVESTMENT TECH GRP COM NEW | Common Stock | 858,809 | 927,870 | ||||||||
47,321 | IXYS CORP DEL COM | Common Stock | 553,673 | 351,122 | ||||||||
15,633 | JARDEN CORP | Common Stock | 351,871 | 483,216 | ||||||||
53,578 | JEFFERSON BANCSHARES INC TENN | Common Stock | 449,985 | 240,565 | ||||||||
31,882 | KAMAN CORP COMMON | Common Stock | 745,105 | 736,155 | ||||||||
41,580 | KANSAS CITY SOUTHERN COM NEW | Common Stock | 1,554,742 | 1,384,198 | ||||||||
60,196 | KEITHLEY INSTRS INC COM | Common Stock | 515,127 | 279,911 | ||||||||
40,996 | KEY TECHNOLOGY INC | Common Stock | 1,113,372 | 478,013 | ||||||||
137,967 | KFORCE INC COM | Common Stock | 1,302,295 | 1,724,588 | ||||||||
26,696 | LMI AEORSPACE INC COM | Common Stock | 452,840 | 355,057 | ||||||||
149,360 | LSI INDS INC OHIO COM | Common Stock | 1,166,850 | 1,176,957 | ||||||||
29,100 | LA BARGE INC | Common Stock | 301,361 | 350,655 | ||||||||
40,863 | LADISH INC COM NEW | Common Stock | 793,396 | 616,214 | ||||||||
127,131 | LAWSON SOFTWARE INC NEW COM | Common Stock | 966,328 | 845,421 | ||||||||
29,752 | LECROY CORP COM | Common Stock | 241,302 | 108,595 | ||||||||
31,303 | LIFEPOINT HOSPS INC COM | Common Stock | 861,334 | 1,017,661 | ||||||||
42,918 | MPS GROUP INC | Common Stock | 461,997 | 589,693 | ||||||||
14,300 | MACK CALI RLTY CORP COM | Common Stock | 329,707 | 494,351 | ||||||||
37,274 | MAGELLAN HEALTH SVCS INC | Common Stock | 1,357,021 | 1,518,170 | ||||||||
39,932 | MASTEC INC | Common Stock | 515,950 | 499,150 | ||||||||
51,955 | MCGRATH RENT CORP | Common Stock | 1,284,074 | 1,161,714 | ||||||||
110,426 | MENTOR GRAPHICS CORP COM | Common Stock | 1,231,547 | 975,062 | ||||||||
44,718 | MILLER INDS INC TENN COM NEW | Common Stock | 369,088 | 507,549 |
27
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP
PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Plan Number: 017
EIN: 05-0494040
Schedule H, Line 4iSchedule of Assets (Held at End of Year) (Continued)
December 31, 2009
Fund |
Par value/ number of shares |
Identity of issue |
Description |
Cost | Fair value | |||||||
Small Cap Value Fund |
Columbia Small Cap Fund | Separately Managed Fund |
||||||||||
15,570 | MONRO MUFFLER BRAKE INC | Common Stock | $ | 296,820 | $ | 520,661 | ||||||
43,099 | MOOG INC CL A | Common Stock | 1,766,841 | 1,259,784 | ||||||||
49,869 | MORGANS HOTEL GROUP CO COM | Common Stock | 653,696 | 225,907 | ||||||||
64,800 | NCI BLDG SYS INC COM | Common Stock | 2,154,507 | 117,288 | ||||||||
19,398 | NYMAGIC INC | Common Stock | 368,791 | 321,813 | ||||||||
50,891 | NATIONAL INTST CORP | Common Stock | 944,455 | 863,111 | ||||||||
46,692 | NAVIGANT CONSULTING INC COM | Common Stock | 741,404 | 693,843 | ||||||||
26,041 | NEW JERSEY RES CORP | Common Stock | 878,368 | 973,933 | ||||||||
47,911 | NEWALLIANCE BANCSHARES INC | Common Stock | 609,377 | 575,411 | ||||||||
101,370 | NEWPARK RES INC PAR $0.01 NEW | Common Stock | 686,495 | 428,795 | ||||||||
67,044 | NEWPORT CORP COM | Common Stock | 640,978 | 616,134 | ||||||||
40,534 | NOBEL LEARNING CMNTYS INC | Common Stock | 625,732 | 307,653 | ||||||||
35,272 | NORTHWEST PIPE CO COM | Common Stock | 1,533,122 | 947,406 | ||||||||
50,443 | O CHARLEYS INC | Common Stock | 513,071 | 330,402 | ||||||||
104,569 | OBAGI MED PRODS INC COM | Common Stock | 933,802 | 1,254,828 | ||||||||
10,930 | OCEANEERING INTL INC COM | Common Stock | 595,449 | 639,624 | ||||||||
176,544 | ON SEMICONDUCTOR CORP COM | Common Stock | 1,416,362 | 1,555,353 | ||||||||
97,881 | ORIENTAL FINL GROUP INC COM | Common Stock | 1,019,067 | 1,057,115 | ||||||||
21,548 | OWENS & MINOR INC NEW | Common Stock | 911,094 | 925,056 | ||||||||
41,160 | PSS WORLD MED INC | Common Stock | 647,369 | 928,981 | ||||||||
41,462 | PACER INTL INC TENN | Common Stock | 875,000 | 131,020 | ||||||||
39,484 | PANTRY INC | Common Stock | 633,403 | 536,588 | ||||||||
22,300 | PENSKE AUTOMOTIVE GROUP INC | Common Stock | 294,813 | 338,514 | ||||||||
132,559 | PERFORMANCE TECHNOLOGIES INC | Common Stock | 612,423 | 369,840 | ||||||||
72,703 | PERICOM SEMICONDUCTOR CORP | Common Stock | 880,298 | 838,266 | ||||||||
63,904 | PLATO LEARNING INC COM | Common Stock | 121,495 | 278,621 | ||||||||
56,603 | PLEXUS CORP | Common Stock | 1,403,055 | 1,613,186 | ||||||||
21,100 | POWELL INDS INC COM | Common Stock | 686,008 | 665,283 | ||||||||
96,613 | PRESSTEK INC COM | Common Stock | 473,867 | 205,786 | ||||||||
145,867 | PROGRESS SOFTWARE CORP | Common Stock | 3,157,512 | 4,260,775 | ||||||||
79,986 | PROVIDENCE SVC CORP | Common Stock | 821,636 | 1,263,779 | ||||||||
54,955 | PSYCHIATRIC SOLUTIONS INC | Common Stock | 1,284,469 | 1,161,749 | ||||||||
43,232 | QC HOLDINGS INC | Common Stock | 371,547 | 207,946 | ||||||||
72,453 | RC2 CORP | Common Stock | 936,450 | 1,068,682 | ||||||||
70,438 | RENT A CTR INC NEW COM | Common Stock | 1,452,202 | 1,248,161 | ||||||||
185,286 | RES CARE INC COM | Common Stock | 3,298,921 | 2,075,203 |
28
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP
PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Plan Number: 017
EIN: 05-0494040
Schedule H, Line 4iSchedule of Assets (Held at End of Year) (Continued)
December 31, 2009
Fund |
Par value/ number of shares |
Identity of issue |
Description |
Cost | Fair value | |||||||
Small Cap Value Fund | Columbia Small Cap Fund | Separately Managed Fund |
||||||||||
57,387 | RIMAGE CORP | Common Stock | $ | 851,653 | $ | 995,091 | ||||||
25,051 | ROCKY BRANDS INC COM | Common Stock | 128,109 | 187,883 | ||||||||
15,400 | ROGERS CORP | Common Stock | 324,657 | 466,774 | ||||||||
29,320 | RUSH ENTERPRISES INC CL A | Common Stock | 316,651 | 348,615 | ||||||||
39,024 | RUSH ENTERPRISES INC CL B | Common Stock | 403,215 | 409,752 | ||||||||
27,583 | SCBT FINL CORP | Common Stock | 619,007 | 763,773 | ||||||||
99,824 | S1 CORP COM | Common Stock | 746,776 | 650,852 | ||||||||
36,851 | STEC INC COM | Common Stock | 417,892 | 602,145 | ||||||||
25,374 | SCHOLASTIC CORP COM | Common Stock | 611,304 | 756,906 | ||||||||
306,480 | SELECTICA INC DEL COM | Common Stock | 174,694 | 70,797 | ||||||||
85,701 | SENSIENT TECHNOLOGIES CORP COM | Common Stock | 2,369,647 | 2,253,936 | ||||||||
19,750 | SIMMONS 1ST NATL CORP CLA $5 | Common Stock | 487,030 | 549,050 | ||||||||
46,256 | SONIC SOLUTIONS | Common Stock | 238,218 | 547,208 | ||||||||
26,797 | SOUTH JERSEY IND | Common Stock | 980,303 | 1,023,109 | ||||||||
106,243 | SPARTECH CORP NEW | Common Stock | 969,192 | 1,090,053 | ||||||||
100,455 | SPHERION CORP COM | Common Stock | 454,794 | 564,557 | ||||||||
252,633 | STAAR SURGICAL CO NEW PAR | Common Stock | 809,245 | 785,689 | ||||||||
68,547 | STAGE STORES INC COM NEW | Common Stock | 954,373 | 847,241 | ||||||||
28,646 | STARTEK INC COM | Common Stock | 162,910 | 214,272 | ||||||||
44,171 | STATE AUTO FINL CORP | Common Stock | 1,117,123 | 817,164 | ||||||||
43,136 | STEINWAY MUSICAL INSTRS INC | Common Stock | 1,031,679 | 686,294 | ||||||||
26,144 | STERLING CONSTR INC | Common Stock | 532,224 | 501,442 | ||||||||
30,138 | SUPERIOR WELL SVCS INC | Common Stock | 667,234 | 429,768 | ||||||||
24,620 | SYBASE INC COM | Common Stock | 784,455 | 1,068,508 | ||||||||
74,617 | SYMMETRY MEDICAL INC | Common Stock | 981,668 | 601,413 | ||||||||
43,699 | TNS INC | Common Stock | 789,042 | 1,122,627 | ||||||||
46,375 | TAYLOR CAP GROUP INC | Common Stock | 307,526 | 528,211 | ||||||||
92,037 | TECHNITROL INC | Common Stock | 956,963 | 403,122 | ||||||||
28,959 | TENNANT CO | Common Stock | 688,895 | 758,436 | ||||||||
133,319 | TETRA TECHNOLOGIES INC DEL COM | Common Stock | 1,736,192 | 1,477,175 | ||||||||
20,363 | THORATEC CORP COM NEW | Common Stock | 390,892 | 548,172 | ||||||||
39,400 | TITAN MACHY INC COM | Common Stock | 446,363 | 454,676 | ||||||||
68,921 | U S PHYSICAL THERAPY INC | Common Stock | 856,847 | 1,166,833 | ||||||||
50,116 | ULTRATECH INC COM | Common Stock | 700,347 | 744,724 | ||||||||
43,994 | UNIFIRST CORP | Common Stock | 1,800,291 | 2,116,552 | ||||||||
33,600 | UNION BANKSHARES CORP | Common Stock | 449,749 | 416,304 | ||||||||
16,916 | VALEANT PHARMACEUTICALS INTL | Common Stock | 289,000 | 537,760 |
29
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP
PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Plan Number: 017
EIN: 05-0494040
Schedule H, Line 4iSchedule of Assets (Held at End of Year) (Continued)
December 31, 2009
Fund |
Par value/ number of shares |
Identity of issue |
Description |
Cost | Fair value | |||||||
Small Cap Value Fund | Columbia Small Cap Fund | Separately Managed Fund |
||||||||||
17,543 | WADDELL & REED FINL INC CL A | Common Stock | $ | 545,890 | $ | 535,763 | ||||||
38,230 | WEBSTER FINL CORP WATERBURY CT | Common Stock | 686,509 | 453,790 | ||||||||
37,866 | WERNER ENTERPRISES INC COM | Common Stock | 735,922 | 749,368 | ||||||||
20,712 | WEST PHARMACEUTICAL SVCS INC | Common Stock | 872,284 | 811,910 | ||||||||
19,200 | WILEY JOHN & SONS INC CL A | Common Stock | 667,809 | 804,096 | ||||||||
4,595,662 | * BANK OF NEW YORK MELLON | Common Collective Trust Fund |
4,595,662 | 4,595,662 | ||||||||
Small Cap Value Fund Subtotal |
$ | 157,787,754 | ||||||||||
30
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP
PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Plan Number: 017
EIN: 05-0494040
Schedule H, Line 4iSchedule of Assets (Held at End of Year) (Continued)
December 31, 2009
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 |
||||||||||
520,000 | AES CORP COM | Common Stock | $ | 4,375,657 | $ | 6,921,200 | ||||||
200,000 | ALTRIA GROUP INC | Common Stock | 3,190,234 | 3,926,000 | ||||||||
375,000 | BANK OF AMERICA CORP | Common Stock | 6,943,056 | 5,647,500 | ||||||||
75,000 | BAXTER INTL INC COM | Common Stock | 2,487,189 | 4,401,000 | ||||||||
212,500 | BRISTOL MYERS SQUIBB CO COM | Common Stock | 4,799,813 | 5,365,625 | ||||||||
110,000 | CSX CORP COM | Common Stock | 2,549,743 | 5,333,900 | ||||||||
90,000 | CATERPILLAR INC | Common Stock | 2,873,051 | 5,129,100 | ||||||||
47,500 | CHEVRON CORPORATION COM | Common Stock | 1,942,679 | 3,657,025 | ||||||||
65,000 | COSTCO WHSL CORP NEW COM | Common Stock | 2,610,071 | 3,846,050 | ||||||||
152,500 | DU PONT E I DE NEMOURS & CO | Common Stock | 5,282,395 | 5,134,675 | ||||||||
240,000 | GAP INC COM | Common Stock | 4,527,714 | 5,028,000 | ||||||||
73,000 | GENERAL DYNAMICS CORP COM | Common Stock | 3,111,286 | 4,976,410 | ||||||||
115,000 | HONEYWELL INTL INC COM | Common Stock | 3,220,324 | 4,508,000 | ||||||||
125,000 | HUMANA INC COM | Common Stock | 4,933,284 | 5,486,250 | ||||||||
120,000 | JPMORGAN CHASE & CO COM | Common Stock | 4,172,349 | 5,000,400 | ||||||||
160,000 | JUNIPER NETWORKS INC COM | Common Stock | 3,217,421 | 4,267,200 | ||||||||
190,000 | LOWES COS INC COM | Common Stock | 4,472,834 | 4,444,100 | ||||||||
125,000 | MARATHON OIL CORP | Common Stock | 4,653,909 | 3,902,500 | ||||||||
120,000 | METLIFE INC COM | Common Stock | 5,484,864 | 4,242,000 | ||||||||
125,000 | MORGAN STANLEY | Common Stock | 5,991,897 | 3,700,000 | ||||||||
120,000 | NORDSTROM INC WASH COM | Common Stock | 3,970,577 | 4,509,600 | ||||||||
160,000 | JC PENNEY CO INC COM | Common Stock | 3,894,502 | 4,257,600 | ||||||||
87,500 | PHILIP MORRIS INTL INC COM | Common Stock | 2,834,819 | 4,216,625 | ||||||||
40,000 | PRAXAIR INC COM | Common Stock | 1,779,176 | 3,212,400 | ||||||||
120,000 | PRUDENTIAL FINL INC | Common Stock | 3,661,170 | 5,971,200 | ||||||||
57,000 | SHERWIN WILLIAMS CO COM | Common Stock | 3,214,394 | 3,514,050 | ||||||||
85,000 | TRAVELERS COS INC COM | Common Stock | 3,024,658 | 4,238,100 | ||||||||
450,000 | TYSON FOODS INC CL A | Common Stock | 5,620,105 | 5,521,500 | ||||||||
220,000 | US BANCORP DEL COM NEW | Common Stock | 4,917,956 | 4,952,200 | ||||||||
75,000 | UNION PAC CORP COM | Common Stock | 2,764,710 | 4,792,500 | ||||||||
72,500 | UNITED TECHNOLOGIES CORP COM | Common Stock | 2,486,581 | 5,032,225 | ||||||||
260,000 | UNUM GROUP | Common Stock | 4,911,594 | 5,075,200 | ||||||||
210,000 | VALERO ENERGY CORP COM NEW | Common Stock | 5,093,552 | 3,517,500 | ||||||||
60,000 | WAL MART STORES INC COM | Common Stock | 3,029,846 | 3,207,000 | ||||||||
260,000 | WILLIAMS COS INC COM | Common Stock | 4,464,578 | 5,480,800 |
31
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP
PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Plan Number: 017
EIN: 05-0494040
Schedule H, Line 4iSchedule of Assets (Held at End of Year) (Continued)
December 31, 2009
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 | ||||||||||
25,300 | AXIS CAPITAL HLDGS LTD SHS | Common Stock | $ | 655,163 | $ | 718,773 | ||||||
38,700 | NOKIA CORP SPON ADR SER A COM | Common Stock | 566,337 | 497,295 | ||||||||
19,400 | ROYAL CARIBBEAN CRUISES LTD | Common Stock | 224,811 | 490,432 | ||||||||
36,200 | CARNIVAL CORP PAIRED CTF 1 COM | Common Stock | 885,730 | 1,147,178 | ||||||||
31,400 | WILLIS GROUP HOLDINGS LTD SHS | Common Stock | 800,756 | 828,332 | ||||||||
20,400 | BP PLC SPONSORED ADR | Common Stock | 946,871 | 1,182,588 | ||||||||
12,800 | DIAGEO PLC SPONSORED ADR NEW | Common Stock | 725,212 | 888,448 | ||||||||
35,500 | AT & T INC COM | Common Stock | 953,222 | 995,065 | ||||||||
13,700 | ADVANCED AUTO PTS INC | Common Stock | 437,719 | 554,576 | ||||||||
37,300 | ALCOA INC COM | Common Stock | 313,833 | 601,276 | ||||||||
13,400 | ALLIANCE DATA SYS CORP COM | Common Stock | 538,660 | 865,506 | ||||||||
32,100 | ALTRIA GROUP INC | Common Stock | 576,920 | 630,123 | ||||||||
28,600 | AMERICAN EXPRESS CO COM | Common Stock | 713,619 | 1,158,872 | ||||||||
12,500 | AMERIPRISE FINL INC | Common Stock | 466,598 | 485,250 | ||||||||
51,900 | ANNALY CAPITAL MANAGEMENT INC | Common Stock | 695,147 | 900,465 | ||||||||
71,200 | APPLIED MATLS INC COM | Common Stock | 863,623 | 992,528 | ||||||||
8,300 | AVERY DENNISON CORP COM | Common Stock | 266,698 | 302,867 | ||||||||
51,500 | BANK OF AMERICA CORP | Common Stock | 882,006 | 775,590 | ||||||||
13,400 | BAXTER INTL INC COM | Common Stock | 771,738 | 786,312 | ||||||||
51,400 | BRISTOL MYERS SQUIBB CO COM | Common Stock | 1,076,271 | 1,297,850 | ||||||||
22,700 | CIGNA CORP COM | Common Stock | 428,048 | 800,629 | ||||||||
31,300 | CVS CAREMARK CORP | Common Stock | 938,034 | 1,008,173 | ||||||||
59,700 | CAPITAL ONE FINL CORP | Common Stock | 1,400,974 | 2,288,898 | ||||||||
19,300 | CARDINAL HEALTH INC COM | Common Stock | 480,387 | 622,232 | ||||||||
3,800 | CAREFUSION CORP | Common Stock | 67,996 | 95,038 | ||||||||
48,900 | CENTERPOINT ENERGY INC | Common Stock | 570,850 | 709,539 | ||||||||
10,900 | CHEVRON CORPORATION COM | Common Stock | 787,676 | 839,191 | ||||||||
12,500 | CHUBB CORP COM | Common Stock | 585,462 | 614,750 | ||||||||
16,800 | COMPUTER SCIENCES CORP COM | Common Stock | 543,484 | 966,504 | ||||||||
12,700 | CONOCOPHILLIPS | Common Stock | 662,473 | 648,589 | ||||||||
40,400 | COVENTRY HEALTH CARE INC COM | Common Stock | 623,814 | 981,316 | ||||||||
25,900 | DOMINION RES INC VA NEW COM | Common Stock | 888,452 | 1,008,028 | ||||||||
14,200 | DU PONT E I DE NEMOURS & CO | Common Stock | 413,968 | 478,114 | ||||||||
27,700 | DUKE ENERGY CORP NEW COM | Common Stock | 422,944 | 476,717 | ||||||||
15,300 | EATON CORP | Common Stock | 707,215 | 973,386 |
32
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP
PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Plan Number: 017
EIN: 05-0494040
Schedule H, Line 4iSchedule of Assets (Held at End of Year) (Continued)
December 31, 2009
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 | ||||||||||
51,300 | EL PASO CORP COM | Common Stock | $ | 457,582 | $ | 504,279 | ||||||
20,900 | EMERSON ELEC CO COM | Common Stock | 689,745 | 890,340 | ||||||||
11,900 | ENTERGY CORP NEW COM | Common Stock | 905,326 | 973,896 | ||||||||
21,900 | FAMILY DLR STORES INC | Common Stock | 592,458 | 609,477 | ||||||||
55,300 | FIDELITY NATL FINANCIAL INC | Common Stock | 806,626 | 744,338 | ||||||||
64,200 | FIFTH THIRD BANCORP | Common Stock | 638,142 | 625,950 | ||||||||
23,800 | GAMESTOP CORP NEW | Common Stock | 605,830 | 522,172 | ||||||||
37,100 | GENERAL ELEC CO COM | Common Stock | 547,654 | 561,323 | ||||||||
15,500 | GOODRICH CORP | Common Stock | 586,791 | 995,875 | ||||||||
33,700 | HANESBRANDS INC COM | Common Stock | 472,715 | 812,507 | ||||||||
22,500 | HEWLETT PACKARD CO COM | Common Stock | 785,260 | 1,158,975 | ||||||||
27,500 | HOME DEPOT INC COM | Common Stock | 655,935 | 795,575 | ||||||||
23,500 | HONEYWELL INTL INC COM | Common Stock | 720,892 | 921,200 | ||||||||
15,000 | ITT CORP | Common Stock | 655,657 | 746,100 | ||||||||
29,100 | ILLINOIS TOOL WKS INC COM | Common Stock | 959,713 | 1,396,509 | ||||||||
38,700 | INTEL CORP | Common Stock | 526,730 | 789,480 | ||||||||
11,700 | IBM CORP COM | Common Stock | 1,118,370 | 1,531,530 | ||||||||
50,600 | INTERNATIONAL GAME TECHNOLOGY | Common Stock | 631,352 | 949,762 | ||||||||
34,600 | JPMORGAN CHASE & CO COM | Common Stock | 1,251,135 | 1,441,782 | ||||||||
17,100 | JOHNSON & JOHNSON COM | Common Stock | 1,003,832 | 1,101,411 | ||||||||
22,000 | L-3 COMMUNICATIONS HLDGS INC | Common Stock | 1,696,532 | 1,912,900 | ||||||||
7,300 | LORILLARD INC COM | Common Stock | 447,756 | 585,679 | ||||||||
35,700 | MDU RESOURCES GROUP INC | Common Stock | 646,013 | 842,520 | ||||||||
30,900 | MARATHON OIL CORP | Common Stock | 907,553 | 964,698 | ||||||||
12,000 | MEDTRONIC INC COM | Common Stock | 364,774 | 527,760 | ||||||||
35,600 | MICROSOFT CORP COM | Common Stock | 686,576 | 1,085,444 | ||||||||
30,500 | MICROCHIP TECHNOLOGY INC COM | Common Stock | 628,591 | 886,330 | ||||||||
24,400 | MURPHY OIL CORP COM | Common Stock | 1,194,972 | 1,322,480 | ||||||||
50,500 | NEW YORK CMNTY BANCORP INC | Common Stock | 626,925 | 732,755 | ||||||||
17,400 | OCCIDENTAL PETE CORP COM | Common Stock | 952,696 | 1,415,490 | ||||||||
32,600 | OMNICARE INC COM | Common Stock | 836,541 | 788,268 | ||||||||
37,200 | PNC FINANCIAL SERVICES GROUP | Common Stock | 1,620,694 | 1,963,788 | ||||||||
71,022 | PFIZER INC | Common Stock | 1,168,674 | 1,291,890 | ||||||||
28,600 | PHILIP MORRIS INTL INC COM | Common Stock | 1,252,619 | 1,378,234 | ||||||||
18,500 | PINNACLE WEST CAP CORP COM | Common Stock | 543,569 | 676,730 | ||||||||
13,000 | QUEST DIAGNOSTICS INC COM | Common Stock | 605,350 | 784,940 |
33
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP
PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Plan Number: 017
EIN: 05-0494040
Schedule H, Line 4iSchedule of Assets (Held at End of Year) (Continued)
December 31, 2009
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 |
||||||||||
25,500 | RAYTHEON CO COM NEW | Common Stock | $ | 1,148,470 | $ | 1,313,760 | ||||||
11,600 | REYNOLDS AMERN INC | Common Stock | 520,774 | 614,452 | ||||||||
15,300 | RYDER SYS INC COM | Common Stock | 558,111 | 629,901 | ||||||||
129,900 | SLM CORP | Common Stock | 1,149,421 | 1,463,973 | ||||||||
8,100 | SPX CORP | Common Stock | 447,873 | 443,070 | ||||||||
32,300 | SERVICE CORP INTL COM | Common Stock | 202,469 | 264,537 | ||||||||
46,600 | SPECTRA ENERGY CORP COM | Common Stock | 790,484 | 955,766 | ||||||||
48,300 | STANLEY WKS | Common Stock | 1,680,610 | 2,487,933 | ||||||||
39,400 | SUNTRUST BKS INC | Common Stock | 851,448 | 799,426 | ||||||||
24,100 | SYSCO CORP COM | Common Stock | 615,528 | 673,354 | ||||||||
20,700 | TEXAS INSTRS INC COM | Common Stock | 367,106 | 539,442 | ||||||||
23,900 | TRAVELERS COS INC COM | Common Stock | 958,315 | 1,191,654 | ||||||||
41,000 | UNITEDHEALTH GROUP INC COM | Common Stock | 956,738 | 1,249,680 | ||||||||
22,700 | VERIZON COMMUNICATIONS COM | Common Stock | 695,553 | 752,051 | ||||||||
26,400 | WELLPOINT INC | Common Stock | 1,026,245 | 1,538,856 | ||||||||
41,700 | WELLS FARGO & CO NEW COM | Common Stock | 1,097,762 | 1,125,483 | ||||||||
43,700 | XCEL ENERGY INC | Common Stock | 779,170 | 927,314 | ||||||||
717,270 | Mellon Capital Management Large Cap Value Stock Fund | Common Collective Trust Fund |
64,975,709 | 80,514,956 | ||||||||
889,560 | * BANK OF NEW YORK MELLON | Common Collective Trust Fund | 889,560 | 889,560 | ||||||||
Growth & Income Fund Subtotal |
$ | 324,633,420 | ||||||||||
34
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP
PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Plan Number: 017
EIN: 05-0494040
Schedule H, Line 4iSchedule of Assets (Held at End of Year) (Continued)
December 31, 2009
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 | ||||||||||
440,000 | MARVELL TECHNOLOGY GROUP LTD | Common Stock | $ | 4,456,579 | $ | 9,130,000 | ||||||
24,000 | POTASH CORP SASK INC COM | Common Stock | 2,853,641 | 2,604,000 | ||||||||
81,000 | AMAZON.COM INC COM | Common Stock | 5,645,416 | 10,896,120 | ||||||||
171,000 | AMERICAN EXPRESS CO COM | Common Stock | 6,685,131 | 6,928,920 | ||||||||
99,000 | AMGEN INC | Common Stock | 5,949,045 | 5,600,430 | ||||||||
137,181 | AMPHENOL CORP NEW CL A | Common Stock | 4,509,273 | 6,335,019 | ||||||||
50,000 | APOLLO GROUP INC CL A | Common Stock | 3,842,673 | 3,029,000 | ||||||||
76,243 | APPLE INC | Common Stock | 7,242,793 | 16,076,599 | ||||||||
413,432 | BANK OF AMERICA CORP | Common Stock | 6,887,869 | 6,226,286 | ||||||||
134,000 | BED BATH & BEYOND INC COM | Common Stock | 4,197,148 | 5,176,420 | ||||||||
148,000 | BEST BUY INC COM | Common Stock | 4,596,319 | 5,840,080 | ||||||||
306,000 | BROADCOM CORP CL A COM | Common Stock | 6,226,121 | 9,623,700 | ||||||||
168,942 | CAPITAL ONE FINL CORP | Common Stock | 4,761,053 | 6,477,236 | ||||||||
63,000 | CATERPILLAR INC | Common Stock | 3,741,504 | 3,590,370 | ||||||||
182,000 | CHESAPEAKE ENERGY CORP COM | Common Stock | 6,513,777 | 4,710,160 | ||||||||
376,506 | CISCO SYS INC COM | Common Stock | 8,029,654 | 9,013,554 | ||||||||
68,000 | COGNIZANT TECH SOLUTIONS CL A | Common Stock | 3,014,014 | 3,080,400 | ||||||||
108,000 | DOW CHEM CO COM | Common Stock | 3,080,350 | 2,984,040 | ||||||||
105,000 | DR PEPPER SNAPPLE INC | Common Stock | 3,039,689 | 2,971,500 | ||||||||
249,000 | EBAY INC COM | Common Stock | 5,050,257 | 5,861,460 | ||||||||
12,271 | EQUINIX INC | Common Stock | 1,245,721 | 1,302,567 | ||||||||
36,000 | FEDEX CORP COM | Common Stock | 3,200,881 | 3,004,200 | ||||||||
764,532 | FORD MTR CO DEL COM PAR $0.01 | Common Stock | 5,742,411 | 7,645,320 | ||||||||
71,000 | FREEPORT MCMORAN COPPER & GOLD | Common Stock | 2,885,808 | 5,700,590 | ||||||||
161,000 | GAP INC COM | Common Stock | 3,587,144 | 3,372,950 | ||||||||
44,251 | GOLDMAN SACHS GROUP INC COM | Common Stock | 5,533,009 | 7,471,339 | ||||||||
20,000 | GOOGLE INC CL A | Common Stock | 7,087,007 | 12,399,600 | ||||||||
96,533 | HANSEN NAT CORP | Common Stock | 3,539,174 | 3,706,867 | ||||||||
119,080 | HEWLETT PACKARD CO COM | Common Stock | 3,838,061 | 6,133,810 | ||||||||
204,000 | HOME DEPOT INC COM | Common Stock | 5,350,735 | 5,901,720 | ||||||||
188,000 | INTERNATIONAL GAME TECHNOLOGY | Common Stock | 3,711,545 | 3,528,760 | ||||||||
27,329 | INTUITIVE SURGICAL INC | Common Stock | 4,099,283 | 8,289,432 | ||||||||
141,000 | KOHLS CORP COM | Common Stock | 5,743,895 | 7,604,130 | ||||||||
216,000 | LAS VEGAS SANDS CORP | Common Stock | 3,940,132 | 3,227,040 | ||||||||
108,418 | ESTEE LAUDER COS INC CL A | Common Stock | 3,736,616 | 5,243,094 |
35
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP
PLAN OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Plan Number: 017
EIN: 05-0494040
Schedule H, Line 4iSchedule of Assets (Held at End of Year) (Continued)
December 31, 2009
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 |
||||||||||
63,000 | LIFE TECHNOLOGIES CORP COM | Common Stock | $ | 3,075,227 | $ | 3,290,490 | ||||||
41,310 | MASTERCARD INC CL A | Common Stock | 6,425,675 | 10,574,534 | ||||||||
70,000 | MEDTRONIC INC COM | Common Stock | 3,035,543 | 3,078,600 | ||||||||
233,000 | MORGAN STANLEY | Common Stock | 5,406,723 | 6,896,800 | ||||||||
357,000 | MYLAN INC COM | Common Stock | 4,750,429 | 6,579,510 | ||||||||
99,000 | NEWMONT MINING CORP HOLDING CO | Common Stock | 3,872,825 | 4,683,690 | ||||||||
287,902 | NVIDIA CORP COM | Common Stock | 3,946,957 | 5,378,009 | ||||||||
98,000 | PEPSICO INC COM | Common Stock | 5,157,062 | 5,958,400 | ||||||||
34,000 | PRICELINE COM INC | Common Stock | 2,920,888 | 7,429,000 | ||||||||
66,000 | PROCTER & GAMBLE CO COM | Common Stock | 3,947,046 | 4,001,580 | ||||||||
208,000 | STARBUCKS CORP COM | Common Stock | 2,892,991 | 4,796,480 | ||||||||
159,000 | THERMO FISHER SCIENTIFIC | Common Stock | 7,376,814 | 7,582,710 | ||||||||
92,000 | UNITEDHEALTH GROUP INC COM | Common Stock | 2,886,727 | 2,804,160 | ||||||||
120,962 | VISA INC COM CL A | Common Stock | 6,982,963 | 10,579,337 | ||||||||
234,000 | WELLS FARGO & CO NEW COM | Common Stock | 5,814,775 | 6,315,660 | ||||||||
133,000 | WHOLE FOODS MKT INC | Common Stock | 2,757,827 | 3,650,850 | ||||||||
3,498,953 | * BANK OF NEW YORK MELLON | Common Collective Trust Fund |
3,498,953 | 3,498,953 | ||||||||
Large Cap Growth Fund Subtotal |
$ | 307,785,476 | ||||||||||
$ | 4,129,852,221 | |||||||||||
* | Party-in-interest |
36
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 29, 2010 | By | /s/ David M. Denton | ||
David M. Denton | ||||
Executive Vice President and Chief Financial Officer |
37
Exhibit |
Description | |
23.1 |
Consent of Ernst & Young LLP |
38