CVS 11-K 2013
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________
FORM 11-K
_________________________________________
ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2012
OR
o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-01011
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP PLAN
OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
(Full title of the Plan)
_________________________________________
CVS CAREMARK CORPORATION
(Name of issuer of the securities held pursuant to the plan)
One CVS Drive
Woonsocket, RI 02895
(Address of principal executive offices of issuer)
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP PLAN
OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
YEARS ENDED DECEMBER 31, 2012 AND 2011
CONTENTS
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FINANCIAL STATEMENTS: | | |
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SUPPLEMENTARY SCHEDULES: | | |
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Exhibit 23.1 Consent of Ernst & Young LLP | | 38 |
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Report of Independent Registered Public Accounting Firm
The Administrative Subcommittee 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 as of December 31, 2012 and 2011, 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 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 of The 401(k) Plan and the Employee Stock Ownership Plan of CVS Caremark Corporation and Affiliated Companies at December 31, 2012 and 2011, and the changes in its net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.
Our audits were conducted 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, 2012 and delinquent participant contributions for the year then ended, are presented for purposes of additional analysis and are 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. Such information 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 27, 2013
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, 2012 and 2011
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| | 2012 | | 2011 |
Assets: | | |
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Investments, at fair value (Note 3): | | |
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Cash | | $ | 6,147 |
| | $ | 6,975 |
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Common collective trust funds (Note 2 (c)) | | 1,065,954,378 |
| | 913,306,344 |
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Guaranteed investment contracts (Note 2 (c)) | | 170,146,150 |
| | 242,024,341 |
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Mutual funds (Note 2 (c)) | | 3,054,510,135 |
| | 2,265,957,471 |
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Common stock (Note 2 (c)) | | 1,438,111,678 |
| | 1,282,542,340 |
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Pooled Accounts (Note 2 (c)) | | 299,274,485 |
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Total investments | | 6,028,002,973 |
| | 4,703,837,471 |
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Receivables: | | |
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Interest and dividends (Note 2 (h)) | | 2,325,807 |
| | 2,218,050 |
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Employer contributions (Note 1 (c)) | | 6,842,130 |
| | 5,420,068 |
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Notes receivable from participants (Note 4) | | 164,553,975 |
| | 140,201,458 |
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Total receivables | | 173,721,912 |
| | 147,839,576 |
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Total assets at fair value | | 6,201,724,885 |
| | 4,851,677,047 |
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Liabilities: | | |
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Accrued expenses and other liabilities | | 10,010,925 |
| | 5,194,428 |
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Total liabilities | | 10,010,925 |
| | 5,194,428 |
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Net assets available for benefits at fair value | | 6,191,713,960 |
| | 4,846,482,619 |
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Adjustments from fair value to contract value for fully benefit-responsive investment contracts | | (15,587,294 | ) | | (17,196,233 | ) |
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Net assets available for benefits | | $ | 6,176,126,666 |
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| $ | 4,829,286,386 |
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See accompanying notes to financial statements.
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, 2012 and 2011
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| | 2012 | | 2011 |
Investment activity: | | |
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Interest and dividend income (Note 2 (h)) | | $ | 117,026,104 |
| | $ | 98,722,028 |
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Transfer into (out of) plan assets (Note 1 (a)) | | (241,000 | ) | | 38,590 |
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Realized and unrealized gains (losses) (Notes 3 and 5) | | 502,427,625 |
| | (17,793,408 | ) |
Total investment activity | | 619,212,729 |
| | 80,967,210 |
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Contributions: | | |
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Employer contributions (Note 1 (c)) | | 165,902,980 |
| | 155,561,178 |
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Employee contributions (Note 1 (c)) | | 273,478,224 |
| | 257,695,309 |
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Rollovers | | 9,368,308 |
| | 8,344,706 |
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Total contributions | | 448,749,512 |
| | 421,601,193 |
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Deductions: | | |
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Benefits paid to participants (Notes 1 (f) and 2 (d)) | | 382,920,425 |
| | 415,032,107 |
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Administrative expenses (Note 1 (g)) | | 13,283,224 |
| | 13,016,438 |
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Total deductions | | 396,203,649 |
| | 428,048,545 |
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Net increase in net assets for the year before transfers | | 671,758,592 |
| | 74,519,858 |
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CareSave Plan assets transferred in (Note 1 (a)) | | 675,081,688 |
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Net increase in net assets for the year | | 1,346,840,280 |
| | 74,519,858 |
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Net assets beginning of the year | | 4,829,286,386 |
| | 4,754,766,528 |
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Net assets end of the year | | $ | 6,176,126,666 |
| | $ | 4,829,286,386 |
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See accompanying notes to financial statements.
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP PLAN
OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Notes to Financial Statements
Years Ended December 31, 2012 and 2011
Note 1 - Plan Description
The following description of The 401(k) Plan and the Employee Stock Ownership Plan (the “ESOP”) 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 a plan 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 2009, the Benefit Plans Committee further named an Administrative Subcommittee and an Investment Subcommittee and delegated certain fiduciary duties to each of the Committees.
The Plan was 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 the Plan, and the plan name was changed from CVS Corporation and Subsidiaries Employee Stock Ownership Plan 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.
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 was not 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 January 1, 2010, CVS Caremark developed the Intercompany Voluntary Transfer Program, allowing employees who experienced a bona fide transfer within the Company’s control group the opportunity to voluntarily transfer their 401(k) assets from their prior business unit’s plan to the 401(k) plan sponsored by their current business unit. This offering is made twice a year to eligible employees.
Effective December 31, 2012, the CareSave 401(k) Retirement Savings Plan was merged into the Plan. The CareSave 401(k) Retirement Savings Plan (“CareSave”) was the defined contribution plan established in 1998 by Carmark Rx, L.L.C. to provide benefits to eligible Caremark employees, not otherwise eligible to participate in this Plan. Caremark employees who were eligible to participate in the CareSave plan on or before December 31, 2012 became eligible to participate in the Plan effective January 1, 2013. The merger resulted in a transfer of assets with a value of $675,081,688 into the Plan on December 31, 2012, which have been included in the statement of net assets available for benefits and statement of changes in net assets available for benefits.
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP PLAN
OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Notes to Financial Statements (Continued)
Years Ended December 31, 2012 and 2011
(b) Eligibility
Employees are eligible to participate in the Plan upon attainment of age 21 and on the earliest of:
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• | The first payroll period of the first month after completion of 90 continuous days of service as a full-time employee; |
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• | Completion of 12 months of service beginning on the employee’s hire date with at least 1,000 hours worked; or |
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• | 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:
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• | A nonresident alien receiving no United States (“U.S.”) earned income from the Company; |
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• | An individual covered under a collective bargaining agreement (unless the agreement provides for membership); |
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• | A leased employee (as defined in the Internal Revenue Code (the “Code”)); |
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• | A temporary employee (as determined by the Company); or |
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• | An independent contractor or consultant (as defined by the Company). |
(c) Contributions
Participants may elect to have the Company contribute to their accounts from 1% to 85%, as a percentage or dollar amount, of the eligible compensation that would otherwise be due to 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 Code; whichever is less, as specified in the Plan document. The maximum elective deferral allowed by the Code was $17,000 and $16,500 for 2012 and 2011, respectively.
On a quarterly basis, the Company matches in cash 100% up to 5% of eligible pre-tax compensation contributed.
All employees at least age 50 in the calendar year 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 for 2012 and 2011.
(d) Participant’s Account
Each participant’s account is credited with an allocable share of their selected Plan’s investments and any unrealized appreciation or depreciation and interest and dividends of those investments.
(e) Vesting
Participants are 100% vested in participant and Company matching contributions.
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(c).
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP PLAN
OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Notes to Financial Statements (Continued)
Years Ended December 31, 2012 and 2011
(f) 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 to exceed the participant's expected lifetime.
(g) Administrative Expenses
Administrative expenses specifically attributable to the Plan and not covered by forfeitures were funded by the Plan for 2012 and 2011. Trustee’s fees were paid by the Plan for 2012 and 2011.
(h) 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.
Cash forfeitures for 2012 and 2011 were $14,162 and $239,693, respectively. There were no cash forfeitures restored to participants upon resumption of employment in 2012. Cash forfeitures restored to participants upon resumption of employment for 2011 were $8,423. The remainder of the forfeitures for each year was applied to the administrative expenses of the plan and to reduce the CVS Caremark contribution.
(i) Investment Options
Upon enrollment in the Plan, a participant elects to direct contributions or investment balances to the investment options offered by the plan. Participants may modify investment elections daily thereafter. The Plan’s investments 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:
Aggressive Lifestyle Fund
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 U.S. Bond Index Fund. This fund has the following composite benchmarks: Russell 1000 Index, Barclays Capital Aggregate Bond Index, Standard & Poors (“S&P”) 500 Composite Stock Index (“S&P 500”), Morgan Stanley Capital International (“MSCI”) Europe, Australasia, and Far East (“EAFE”) Index, and the Russell 2000 Index.
Columbus Circle Investors Large Cap Growth Separate Account
The investment primarily invests in common stocks of large capitalization companies with strong earnings growth potential. It normally invests the majority of assets in companies with large market capitalizations at the time of purchase. Management places strong emphasis on companies it believes are guided by high quality management teams. It also attempts to identify those companies that are market leaders possessing the ability to control pricing and margins in their respective industries. It may invest up to 25% of assets in foreign securities.
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP PLAN
OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Notes to Financial Statements (Continued)
Years Ended December 31, 2012 and 2011
Conservative Lifestyle Fund
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, U.S. Bond Index Fund, and Stable Value Fund. 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.
Core Equity Fund
The Institutional Vanguard Index Fund seeks to replicate the total return of the 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.
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.
DFA/Vaughan Nelson/LA Capital Small Cap Value II Separate Account
The investment seeks long-term growth of capital. The fund normally invests at least 80% of its net assets in equity securities of U.S. companies with small market capitalizations (those with market capitalizations similar to companies in the Russell 2000 Value Index) or in securities with market capitalizations of $3.5 billion or less at time of purchase. It invests in value equity securities, a strategy that emphasizes buying securities that appear to be undervalued. The fund also invests in real estate investment trusts.
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.
Dodge & Cox Fund
The investment seeks long-term growth of principal and income. The fund invests primarily in a diversified portfolio of common stocks. It will normally invest at least 80% of its total assets in common stocks, including depositary receipts evidencing ownership of common stocks. The fund may also purchase other securities, such as preferred stocks and debt securities which are convertible into common stock.
Fidelity Diversified International Fund
The investment seeks capital growth. The fund normally invests primarily in non-U.S. securities (common stocks). The fund allocates investments across different countries and regions. It uses fundamental analysis of factors such as each issuer's financial condition and industry position, as well as market and economic conditions to select investments.
Global Equity Fund
The American Funds-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.
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP PLAN
OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Notes to Financial Statements (Continued)
Years Ended December 31, 2012 and 2011
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”).
Inflation-Protected Fund
The Vanguard Inflation-Protected Securities Fund Admiral Shares seeks to provide modest income and protection from inflation. This fund invests primarily in high-quality inflation-indexed bonds issued by the U.S. government and corporations.
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 MSCI EAFE Index.
International Equity Index Fund
The Vanguard Developed Markets Index Fund seeks to replicate the total return of the MSCI EAFE 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 common stock of approximately 1,140 companies located in Europe, Australia, Asia and the Far East.
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.
Mid Cap Index Fund
The Vanguard Mid Cap Index Fund seeks to replicate the total return of the MSCI 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.
Moderate Lifestyle Fund
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, U.S. Bond Index Fund, and Stable Value Fund. 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.
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP PLAN
OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Notes to Financial Statements (Continued)
Years Ended December 31, 2012 and 2011
Oakmark Equity & Income Fund
The investment seeks income and preservation and growth of capital. The fund invests primarily in a diversified portfolio of U.S. equity and debt securities (although the fund may invest up to 35% of its total assets in equity and debt securities of non-U.S. issuers). It is intended to present a balanced investment program between growth and income by investing approximately 40-75% of its total assets in common stock, including securities convertible into common stock, and up to 60% of its assets in U.S. government securities and debt securities, including inflation-indexed securities, rated at time of purchase within the two highest grades.
PIMCO Total Return Admin Fund
The investment seeks maximum total return, consistent with preservation of capital and prudent investment management. The fund normally invests at least 65% of its total assets in a diversified portfolio of Fixed Income Instruments of varying maturities, which may be represented by forwards or derivatives such as options, futures contracts, or swap agreements. It invests primarily in investment-grade debt securities, but may invest up to 10% of its total assets in high yield securities (“junk bonds”) rated B or higher by Moody's, or equivalently rated by S&P or Fitch, or, if unrated, determined by PIMCO to be of comparable quality.
Principal Global Investors Large Cap S&P 500 Index Separate Account
The investment normally invests the majority of assets in common stocks of companies that compose the S&P 500 Index. Management attempts to mirror the investment performance of the index by allocating assets in approximately the same weightings as the S&P 500 Index. Over the long-term, management seeks a very close correlation between the performance of this fund before expenses and that of the S&P 500 Index.
Principal Global Investors Mid Cap S&P 400 Index Separate Account
The investment normally invests the majority of assets in common stocks that compose the S&P 400 Index. Management attempts to mirror the investment performance of the index by allocating assets in approximately the same weightings as the S&P Mid Cap 400 Index. Over the long-term, management seeks a very close correlation between the performance of the Separate Account before expenses with that of the Mid Cap 400 Index.
Principal Global Investors Small Cap S&P 600 Index Separate Account
The investment seeks long-term growth of capital and normally invests in common stocks of companies that compose the S&P Small Cap 600 Index. Management attempts to mirror the investment performance of the index by allocating assets in approximately the same weightings as the S&P 600 Index. Over the long-term, management seeks a very close correlation between the performance of the Separate Account before expenses and that of the S&P 600 Index.
Principal LifeTime Strategic Income Separate Account
The investment seeks current income, and as a secondary objective, capital appreciation. The fund invests in underlying Principal Institutional Class Funds, domestic and foreign equity, real asset and alternative investments, and fixed-income funds according to an asset allocation strategy. Its asset allocation is designed for investors who are approximately 15 years beyond the normal retirement age of 65.
Principal LifeTime 2010 Separate Account
The investment seeks a total return consisting of long-term growth of capital and current income. The fund operates as a “target date fund”. It invests in underlying Principal Institutional Class Funds, domestic and foreign equity, real asset and alternative investments, and fixed-income funds according to an asset allocation strategy designed for investors having a retirement investment goal close to the year in the fund's name.
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP PLAN
OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Notes to Financial Statements (Continued)
Years Ended December 31, 2012 and 2011
Principal LifeTime 2020 Separate Account
The investment seeks a total return consisting of long-term growth of capital and current income. The fund operates as a “target date fund”. It invests in underlying Principal Institutional Class Funds, domestic and foreign equity, real asset and alternative investments, and fixed-income funds according to an asset allocation strategy designed for investors having a retirement investment goal close to the year in the fund's name. Within 10 to 15 years after its target year, the fund's underlying fund allocation is expected to match that of the Principal LifeTime Strategic Income Separate Account.
Principal LifeTime 2030 Separate Account
The investment seeks a total return consisting of long-term growth of capital and current income. The fund operates as a “target date fund”. It invests in underlying Principal Institutional Class Funds, domestic and foreign equity, real asset and alternative investments, and fixed-income funds according to an asset allocation strategy designed for investors having a retirement investment goal close to the year in the fund's name. Within 10 to 15 years after its target year, the fund's underlying fund allocation is expected to match that of the Principal LifeTime Strategic Income Separate Account.
Principal LifeTime 2040 Separate Account
The investment seeks a total return consisting of long-term growth of capital and current income. The fund operates as a “target date fund”. It invests in underlying Principal Institutional Class Funds, domestic and foreign equity, real asset and alternative investments, and fixed-income funds according to an asset allocation strategy designed for investors having a retirement investment goal close to the year in the fund's name. Within 10 to 15 years after its target year, the fund's underlying fund allocation is expected to match that of the Principal LifeTime Strategic Income Separate Account.
Principal LifeTime 2050 Separate Account
The investment seeks a total return consisting of long-term growth of capital and current income. The fund operates as a “target date fund”. It invests in underlying Principal Institutional Class Funds, domestic and foreign equity, real asset and alternative investments, and fixed-income funds according to an asset allocation strategy designed for investors having a retirement investment goal close to the year in the fund's name. Within 10 to 15 years after its target year, the fund's underlying fund allocation is expected to match that of the Principal LifeTime Strategic Income Separate Account.
Principal Stable Value Fund
The objective of the fund is to provide a diversified group of investments offering competitive levels of yield consistent with stable fixed-income methodology and assumption of investment risk for preservation of capital, stability and predictability of returns, liquidity to pay Plan benefits and high credit quality. The fund seeks to achieve this objective by investing in conventional, synthetic and separate account investments contracts issued by life insurance companies, banks and other financial institutions.
Withdrawals from the fund for benefit payments and participant transfers to noncompeting options to be paid to Plan participants shall be made within 30 days after written notification has been received and are considered to be made immediately subject to the fund trustee's approval. All other withdrawals are made one year after notification is received from the participating plan. The fund trustee reserves the right to grant a withdrawal earlier than that if there are sufficient cash assets to satisfy the withdrawal and it is not determined to be the best interest of the fund.
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP PLAN
OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Notes to Financial Statements (Continued)
Years Ended December 31, 2012 and 2011
Small Cap Growth Fund
The Vanguard® ExplorerTM Fund AdmiralTM Shares seeks 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.
Small Cap Index 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.
Small Cap Value Fund
This fund is managed by Dimensional Fund Advisors and Lord, Abbett & Co. This blended fund seeks long-term growth by investing primarily in stocks of small to medium-sized companies.
Stable Value Fund
This fund is managed by Galliard Capital Management and seeks to preserve capital while generating a steady rate of return higher than money market funds provide. The fund’s investments consist of cash, highly rated insurance company contracts (guaranteed investment contracts (“GICs”)), other bond investments, and a commingled fund managed by Galliard Capital Management that is further diversified by manager and security type.
U.S. Bond Index Fund
The Vanguard Total Bond Market Index Fund Institutional Shares seeks to replicate the total return of Barclays Capital U.S. Aggregate Float Adjusted Index by investing in bonds that make up that index.
Note 2 - Summary of Significant Accounting Policies
(a) Basis of Presentation
The net assets available for 401(k) Plan and ESOP benefits, on an accrual basis, according to the accounts of employees with rights to allocated stock are reflected in the Statements of Net Assets Available for Benefits as of December 31, 2012 and 2011.
(b) Recently Adopted Accounting Pronouncements
In May 2011, the Financial Accounting Standards Board issued ASU 2011-04, Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRSs, (“ASU 2011-04”). ASU 2011-04 amended Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures, (“ASC 820”) to converge the fair value measurement guidance in U.S. Generally Accepted Accounting Principles (“GAAP”) and International Financial Reporting Standards (“IFRSs”). Some of the amendments clarify the application of existing fair value measurement requirements, while other amendments change a particular principle in ASC 820. In addition, ASU 2011-04 requires additional fair value disclosures. The amendments are to be applied prospectively and are effective for annual periods beginning after December 15, 2011. The adoption of ASU 2011-04 did not have a material impact on the financial statements.
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP PLAN
OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Notes to Financial Statements (Continued)
Years Ended December 31, 2012 and 2011
(c) Investment Valuation
The value of the investments held at December 31, 2012 and 2011 is based on their fair value. 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 Small Cap Value Fund, Growth and Income Fund, and the Large Cap Growth Fund, separately managed funds, are valued based upon quoted market prices.
The fair value of most of the Plan’s common collective trust funds represents the net asset value of the underlying investments.
The Plan invests in fully benefit-responsive GICs and certain fully benefit-responsive Common Collective Trusts (“CCTs”). These investment contracts are recorded at fair value; however, since these contracts are fully benefit-responsive, an adjustment is reflected in the Statements of Net Assets Available for Benefits to present these investments at contract value. Contract value is the relevant measurement attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The contract value of the fully benefit-responsive investment contracts represents contributions plus earnings, less participant withdrawals and administrative expenses.
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
Distribution of benefits are recorded when paid.
(e) Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP 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.
(f) Accrual Basis of Accounting
The Plan utilizes the accrual basis of accounting.
(g) Purchase and Sale of Securities
Purchases and sales of securities are made on a trade-date basis.
(h) Investment Income
Dividend and interest income is recorded when earned.
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP PLAN
OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Notes to Financial Statements (Continued)
Years Ended December 31, 2012 and 2011
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 management’s 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, 2012 and 2011.
CCT funds: Valued at the net asset value (“NAV”) as permitted by practical expedient and reported by the respective funds at each valuation date. The use of NAV is deemed appropriate as these types of investments do not have finite lives or significant restrictions on redemptions.
GICs: Valued at fair value by discounting the related cash flows based on current yields of similar instruments with comparable durations, and adjusting for the credit-worthiness of the issuer, if necessary. The discount rates range from 0.05% to 5.56% and from 0.42% to 5.66% as of December 31, 2012 and 2011, respectively.
Pooled separate accounts: Valued at the NAV of shares held by the plan at year end. The use of NAV is deemed appropriate as these types of investments do not have finite lives or significant restrictions on redemptions.
Mutual funds: Valued at the NAV of shares held by the plan at year end which are reported on an active market.
Common stock: Valued at the closing price reported on the active market on which the individual securities are traded.
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 market value of CVS Caremark Common Stock was $48.35 and $40.78 per share at December 31, 2012 and 2011, respectively.
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP PLAN
OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Notes to Financial Statements (Continued)
Years Ended December 31, 2012 and 2011
The following tables set forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2012 and 2011:
|
| | | | | | | | | | | | | | | | |
| | | | Investments at estimated fair value at December 31, 2012 | | |
| | Investments at fair value as determined by quoted prices in active markets (Level I) | | Valuation techniques based on observable market data (Level II) | | Valuation techniques incorporating information other than observable market data (Level III) | | Total |
Cash | | $ | 6,147 |
| | $ | — |
| | $ | — |
| | $ | 6,147 |
|
Common collective trust funds | | — |
| | 1,065,954,378 |
| | — |
| | 1,065,954,378 |
|
Guaranteed investment contracts | | — |
| | — |
| | 170,146,150 |
| | 170,146,150 |
|
Pooled separate accounts | | 0 |
| | 299,274,485 |
| | | | 299,274,485 |
|
Mutual funds: | | | | | | | | 0 |
|
Small cap equity | | 304,978,480 |
| | — |
| | — |
| | 304,978,480 |
|
Mid cap equity | | 198,388,968 |
| | — |
| | — |
| | 198,388,968 |
|
Large cap equity | | 782,464,094 |
| | — |
| | — |
| | 782,464,094 |
|
International | | 901,455,269 |
| | — |
| | — |
| | 901,455,269 |
|
Bond | | 867,223,324 |
| | — |
| | — |
| | 867,223,324 |
|
Total mutual funds | | 3,054,510,135 |
| | — |
| | — |
| | 3,054,510,135 |
|
Common stock: | | |
| | |
| | |
| | |
|
Small cap equity | | 87,565,436 |
| | — |
| | — |
| | 87,565,436 |
|
Large cap equity | | 652,812,519 |
| | — |
| | — |
| | 652,812,519 |
|
CVS Caremark Common Stock Fund | | 697,733,723 |
| | — |
| | — |
| | 697,733,723 |
|
Total common stock | | 1,438,111,678 |
| | — |
| | — |
| | 1,438,111,678 |
|
Total investments | | $ | 4,492,627,960 |
| | $ | 1,365,228,863 |
| | $ | 170,146,150 |
| | $ | 6,028,002,973 |
|
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP PLAN
OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Notes to Financial Statements (Continued)
Years Ended December 31, 2012 and 2011
|
| | | | | | | | | | | | | | | | |
| | | | Investments at estimated fair value at December 31, 2011 | | |
| | Investments at fair value as determined by quoted prices in active markets (Level I) | | Valuation techniques based on observable market data (Level II) | | Valuation techniques incorporating information other than observable market data (Level III) | | Total |
Cash | | $ | 6,975 |
| | $ | — |
| | $ | — |
| | $ | 6,975 |
|
Common collective trust funds | | — |
| | 913,306,344 |
| | — |
| | 913,306,344 |
|
Guaranteed investment contracts | | — |
| | — |
| | 242,024,341 |
| | 242,024,341 |
|
Mutual funds: | | |
| | |
| | |
| | 0 |
|
Small cap equity | | 255,457,943 |
| | — |
| | — |
| | 255,457,943 |
|
Mid cap equity | | 145,217,333 |
| | — |
| | — |
| | 145,217,333 |
|
Large cap equity | | 587,992,559 |
| | — |
| | — |
| | 587,992,559 |
|
International | | 684,264,867 |
| | — |
| | — |
| | 684,264,867 |
|
Bond | | 593,024,769 |
| | — |
| | — |
| | 593,024,769 |
|
Total mutual funds | | 2,265,957,471 |
| | — |
| | — |
| | 2,265,957,471 |
|
Common stock: | | |
| | |
| | |
| | |
|
Small Cap Equity | | 79,862,993 |
| | — |
| | — |
| | 79,862,993 |
|
Large Cap Equity | | 577,101,913 |
| | — |
| | — |
| | 577,101,913 |
|
CVS Caremark Common Stock Fund | | 625,577,434 |
| | — |
| | — |
| | 625,577,434 |
|
Total common stock | | 1,282,542,340 |
| | — |
| | — |
| | 1,282,542,340 |
|
Total investments | | $ | 3,548,506,786 |
| | $ | 913,306,344 |
| | $ | 242,024,341 |
| | $ | 4,703,837,471 |
|
Level 3 Gains and Losses
The table below sets forth a summary of changes in the fair value of the Plan’s level 3 assets for the year ended December 31, 2012 and 2011.
|
| | | | | | | | |
| | Level 3 Assets — GICs Year Ended December 31, |
| | 2012 | | 2011 |
Balance, beginning of year | | $ | 242,024,341 |
| | $ | 308,871,889 |
|
Unrealized losses relating to instruments still held at the reporting date | | (20,722,111 | ) | | (39,046,209 | ) |
Purchases | | 45,782,204 |
| | 50,851,975 |
|
Sales | | (96,938,284 | ) | | (78,653,314 | ) |
Balance, end of year | | $ | 170,146,150 |
| | $ | 242,024,341 |
|
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP PLAN
OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Notes to Financial Statements (Continued)
Years Ended December 31, 2012 and 2011
Note 4 - Notes Receivable from 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 primary residence loan. Primary residence loans initiated under the former CareSave plan, which transferred into the Plan as of December 31, 2012, were permitted to have a maximum loan repayment period of up to ten years. Participants may have two loans outstanding at any time. Interest on loans is equal to the Prime Rate as of the prior month end plus 1%.
Note 5 - Investment Policy
At December 31, 2012 and 2011, most of the Plan’s 401(k) related assets were allocated among the investment options discussed in Note 1(i) based on employees’ elections. The investment options are recommended by an independent investment consultant and approved by the Benefit Plans Investment Subcommittee. Employee contributions that are waiting to be processed are temporarily invested in a common collective trust fund. This common collective trust fund is also used to account for and administer notes receivable from participants. The note repayments and interest earned are allocated to each of the investment funds based upon the participants’ contribution election percentages.
During 2012 and 2011, the Plan’s investments, including investments purchased, sold, as well as held during the year appreciated (depreciated) in fair value as follows:
|
| | | | | | | | |
Asset Category | | 2012 | | 2011 |
Common collective trust funds | | $ | 10,405,449 |
| | $ | 9,602,151 |
|
Mutual funds | | 285,447,670 |
| | (111,943,237 | ) |
Common stock | | 206,574,506 |
| | 84,547,678 |
|
| | $ | 502,427,625 |
| | $ | (17,793,408 | ) |
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 (“IRS”) dated June 17, 2004, stating that the Plan is qualified under Section 401(a) of the Code and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. Subsequent to this determination by the IRS, the Plan was amended and restated. The plan sponsor has submitted a request for a new determination letter. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes the Plan, as amended, is qualified and the related trust is tax exempt.
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP PLAN
OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Notes to Financial Statements (Continued)
Years Ended December 31, 2012 and 2011
Accounting principles generally accepted in the U.S. require plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2012, there are no uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The plan administrator believes it is no longer subject to income tax examinations for years prior to 2009.
Note 8 - Transactions with Parties-In-Interest
As of December 31, 2012, certain Plan investments are investment funds managed by The Bank of New York Mellon and The Principal Trust Company. The Bank of New York Mellon and The Principal Trust Company are the Trustees as of December 31, 2012, as defined by the Plan, and therefore, these transactions qualify as party-in-interest transactions. As of December 31, 2011, certain Plan investments are investment funds managed by The Bank of New York Mellon. The Bank of New York Mellon was the Trustee as of December 31, 2011, 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, 2012 and 2011:
|
| | | | | | | | |
| | 2012 | | 2011 |
Net assets available for benefits per the financial statements | | $ | 6,176,126,666 |
| | $ | 4,829,286,386 |
|
Adjustment from fair value to contract value for fully benefit responsive | | | | |
investment contracts | | 15,587,294 |
| | 17,196,233 |
|
Net assets available for benefits per the Form 5500 | | $ | 6,191,713,960 |
| | $ | 4,846,482,619 |
|
The following is a reconciliation of total additions per the financial statements to total income per the Form 5500 for the year ended December 31, 2012:
|
| | | | |
| | 2012 |
Total additions per the financial statements | | $ | 1,068,203,241 |
|
Add: Adjustment from fair value to contract value for fully benefit responsive investment contracts | | |
as of December 31, 2012 | | 15,587,294 |
|
Less: Adjustment from fair value to contract value for fully benefit responsive investment contracts | | |
as of December 31, 2011 | | (17,196,233 | ) |
Total income per the Form 5500 | | $ | 1,066,594,302 |
|
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP PLAN
OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Notes to Financial Statements (Continued)
Years Ended December 31, 2012 and 2011
Note 10 - Investments
The following table presents investments of the Plan at fair value that represent 5% or more of the total fair value of the Plan’s assets.
|
| | | | | | | | |
| | 2012 | | 2011 |
CVS Caremark Corporation Common Stock | | $ | 699,218,067 |
| | $ | 627,078,138 |
|
Vanguard Institutional Index Fund | | 696,529,081 |
| | 587,992,560 |
|
EB Temporary Investment Fund II | | 538,850,429 |
| | 504,005,372 |
|
PIMCO Total Return Institutional Class Fund | | 383,849,489 |
| | 333,854,687 |
|
Vanguard Developed Markets Index Fund Institutional Shares | | 367,571,884 |
| | 271,010,562 |
|
Vanguard Total Bond Market Index Fund | | 359,657,646 |
| | — |
|
Templeton Foreign Equity Series-Primary Shares Fund | | — |
| | 250,145,175 |
|
Note 11 - Guaranteed Investment Contracts
The Plan invests in fully benefit-responsive GICs. The issuer maintains the contributions in a general account. The account is credited with participant contributions plus earnings and charged for participant withdrawals and administrative expenses. The issuer is contractually obligated to repay the principal and a specified interest rate that is guaranteed to the Plan. The crediting interest rate is fixed at the time the contract is entered into with the issuer and does not reset. For the year ended December 31, 2012 and 2011, the average yield of the GIC based upon underlying earnings and credited to participant accounts was 1.3% and 2.0%, respectively.
Certain events limit the ability of the Plan to transact at contract value with the GIC issuers. Such events may include (i) amendments to the plan documents (including complete or partial plan termination or merger with another plan), (ii) changes to the plan’s prohibition on competing investment options or deletion of equity wash provisions, (iii) bankruptcy of the plan sponsor or other plan sponsor events (for example, divestitures or spin-offs of a subsidiary) that cause a significant withdrawal from the Plan, or (iv) the failure of the trust to qualify for exemption from federal income taxes or any required prohibited transaction exemption under ERISA. The plan administrator does not believe that the occurrence of any such events that would limit the Plan’s ability to transact at contract value with participants is probable.
GICs generally do not permit issuers to terminate the agreement prior to the scheduled maturity date. The issuer may be in default if it breaches a material obligation under the investment contract, makes a material misrepresentation, has a decline in its long term credit rating below a threshold set forth in the contract, or is acquired or reorganized and the successor issuer does not satisfy the investment or credit guidelines applicable to issuers. If, in the event of default of an issuer, the Plan was unable to obtain a replacement investment contract, withdrawing participants may experience losses if the value of the Plan’s assets no longer covered by the contract is below contract value. The Plan may seek to add additional issuers over time to diversify the Plan’s exposure to such risk, but there is no assurance the Plan may be able to do so. The combination of the default of an issuer and an inability to obtain a replacement agreement could render the Plan unable to achieve its objective of maintaining a stable contract value. The terms of an investment contract generally provide for settlement of payments only upon termination of the contract or total liquidation of the covered investments. If the contract terminates due to issuer default (other than a default occurring because of a decline in its rating), the issuer will generally be required to pay to the Plan the excess, if any, of contract value over market value on the date of termination. Contract termination also may occur by either party upon election and notice. As GICs are fully benefit-responsive, contract value is the relevant measurement attribute for that portion of the net assets available for benefits attributable to the GIC. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value.
SUPPLEMENTAL SCHEDULES
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 4a—Schedule of Delinquent Participant Contributions
December 31, 2012
|
| | | | | | | | | | |
Participant Contributions Transferred Late to Plan | | Total that Constitute Nonexempt Prohibited Transactions | | |
Check here If Late Participant Loan Repayments are included: o | | Contributions Not Corrected | | Contributions Corrected Outside VFCP | | Contributions Pending Correction in VFCP | | Total Fully Corrected Under VFCP and PTE 2002-51 |
| | | | $ | 2,570 |
| (1) | | | |
| | | | | | | | |
| | | | | | | | |
(1) Represents delinquent participant contributions from various 2012 pay periods.
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 4i — Schedule of Assets (Held at End of Year)
December 31, 2012 |
| | | | | | | | | | | |
Fund | | Par value /number of shares | | Identity of issue | | Description | | Current Value** |
| | | | | | | | |
International Equity Fund | | 14,772,086 |
| | Templeton Foreign Equity Series-Primary Shares Fund | | Mutual Fund | | $ | 289,532,892 |
|
| | | | | | | | |
Core Equity Fund | | 5,336,161 |
| | Vanguard Institutional Index Fund | | Mutual Fund | | 696,529,081 |
|
| | | | | | | | |
Small Cap Growth Fund | | 2,005,692 |
| | Vanguard Explorer Fund | | Mutual Fund | | 148,240,658 |
|
| | | | | | | | |
Small Cap Index Fund | | 1,782,481 |
| | Vanguard Small Cap Index Fund | | Mutual Fund | | 69,088,962 |
|
| | | | | | | | |
Mid Cap Index Fund | | 1,786,001 |
| | Vanguard Mid Cap Index Fund | | Mutual Fund | | 198,388,968 |
|
| | | | | | | | |
International Equity Index Fund | | 3,649,443 |
| | Vanguard Developed Markets Index Fund Institutional Shares | | Mutual Fund | | 367,571,884 |
|
| | | | | | | | |
U.S. Bond Index Fund | | 32,430,806 |
| | Vanguard Total Bond Market Index Fund | | Mutual Fund | | 359,657,646 |
|
| | | | | | | | |
Inflation-Protected Bond Fund | | 4,889,536 |
| | Vanguard Inflation-Protected Securities Admiral Fund | | Mutual Fund | | 56,816,404 |
|
| | | | | | | | |
Diversified Bond Fund | | 34,150,310 |
| | PIMCO Total Return Institutional Class Fund | | Mutual Fund | | 383,849,489 |
|
| | | | | | | | |
Global Equity Fund | | 6,208,335 |
| | American Funds-New Perspective Fund | | Mutual Fund | | 193,824,205 |
|
| | | | | | | | |
CVS Caremark Common Stock Fund | | 14,397,375 |
| * | CVS Caremark Common Stock | | CVS Caremark Corporation Common Stock | | 697,733,722 |
|
| | 7,401,370 |
| * | EB Temporary Investment Fund II | | Common Collective Trust Fund | | 7,401,370 |
|
| | | | CVS Caremark Common Stock Fund Subtotal | | | | 705,135,092 |
|
| | | | | | | | |
| | 53,711,758 |
| * | EB Temporary Investment Fund II | | Common Collective Trust Fund | | 53,711,758 |
|
| | | | | | | | |
| | 5,076,178 |
| * | Principal Stable Value Fund | | Common Collective Trust Fund | | 99,759,975 |
|
| | | | | | | | |
| | 252,087 |
| * | Principal LifeTime Strategic Income Fund | | Pooled Separate Accounts | | 4,429,438 |
|
| | | | | | | | |
| | 822,284 |
| * | Principal LifeTime 2010 Separate Account | | Pooled Separate Accounts | | 14,934,515 |
|
| | | | | | | | |
| | 1,426,064 |
| * | Principal LifeTime 2020 Separate Account | | Pooled Separate Accounts | | 26,943,264 |
|
| | | | | | | | |
| | 1,617,315 |
| * | Principal LifeTime 2030 Separate Account | | Pooled Separate Accounts | | 30,050,144 |
|
| | | | | | | | |
| | 1,555,367 |
| * | Principal LifeTime 2040 Separate Account | | Pooled Separate Accounts | | 28,849,130 |
|
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 4i — Schedule of Assets (Held at End of Year)
December 31, 2012
|
| | | | | | | | | | | |
Fund | | Par value /number of shares | | Identity of issue | | Description | | Current Value** |
| | | | | | | | |
| | 586,473 |
| * | Principal LifeTime 2050 Separate Account | | Pooled Separate Accounts | | $ | 10,451,464 |
|
| | | | | | | | |
| | 1,814,572 |
| * | Columbus Circle Investors Large Cap Growth Separate Account | | Pooled Separate Accounts | | 51,636,148 |
|
| | | | | | | | |
| | 1,023,305 |
| * | Principal Global Investors Large Cap S&P 500 Index Separate Account | | Pooled Separate Accounts | | 66,336,086 |
|
| | | | | | | | |
| | 1,167,250 |
| * | DFA/Vaughan Nelson/LA Capital Small Cap Value II Separate Account | | Pooled Separate Accounts | | 18,678,484 |
|
| | | | | | | | |
| | 716,232 |
| * | Principal Global Investors MidCap S&P 400 Index Separate Account | | Pooled Separate Accounts | | 21,028,665 |
|
| | | | | | | | |
| | 889,661 |
| * | Principal Global Investors SmallCap S&P 600 Index Separate Account | | Pooled Separate Accounts | | 25,937,146 |
|
| | | | | | | | |
| | 5,951,938 |
| | PIMCO Total Return Administrative Fund | | Mutual Fund | | 66,899,785 |
|
| | | | | | | | |
| | 1,014,073 |
| | Oakmark Equity & Income I Fund | | Mutual Fund | | 28,901,083 |
|
| | | | | | | | |
| | 467,870 |
| | Dodge & Cox Stock Fund | | Mutual Fund | | 57,033,931 |
|
| | | | | | | | |
| | 1,687,585 |
| | Fidelity Diversified International Fund | | Mutual Fund | | 50,526,289 |
|
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 4i — Schedule of Assets (Held at End of Year) (Continued)
December 31, 2012
|
| | | | | | | | | | | |
Fund | | Par value /number of shares | | Identity of issue | | Description | | Current Value** |
| | | | | | | | |
Stable Value Fund | | | | | | Separately Managed Fund | | |
| | | | | | | | |
| | | | Genworth Life and Insurance Co. | | | | |
| | 12,706,943 |
| | 5.56%, due 6/28/2013 | | Guaranteed Investment Contract (“GIC”) | | $ | 12,706,943 |
|
| | | | Hartford Life Insurance Co. | | | | |
| | 1,911,031 |
| | 5.41%, due 10/31/2013 | | GIC | | 1,911,031 |
|
| | | | ING Life Insurance Co. | | | | |
| | 10,304,253 |
| | 1.84%, due 5/12/2014 | | GIC | | 10,304,253 |
|
| | 1,880,651 |
| | 4.89%, due 8/30/2013 | | GIC | | 1,880,651 |
|
| | 6,091,771 |
| | 1.25%, due 10/11/2013 | | GIC | | 6,091,771 |
|
| | 1,897,163 |
| | 5.11%, due 9/30/2013 | | GIC | | 1,897,163 |
|
| | | | Jackson National Life Insurance Co. | | | | |
| | 12,656,392 |
| | 5.41%, due 6/28/2013 | | GIC | | 12,656,392 |
|
| | | | Metropolitan Life Ins. Co. | | | | |
| | 10,201,687 |
| | 1.31%, due 6/20/2014 | | GIC | | 10,201,687 |
|
| | 10,166,433 |
| | 1.33%, due 10/3/2014 | | GIC | | 10,166,433 |
|
| | | | New York Life Ins. Co. | | | | |
| | 1,847,380 |
| | 3.35%, due 7/31/2013 | | GIC | | 1,847,380 |
|
| | 9,045,917 |
| | 0.7%, due 9/30/2014 | | GIC | | 9,045,917 |
|
| | 7,041,886 |
| | 0.6%, due 1/3/2014 | | GIC | | 7,041,886 |
|
| | | | Pacific Life Ins. Co. | | | | |
| | 12,594,246 |
| | 5.44%, due 6/28/2013 | | GIC | | 12,594,246 |
|
| | | | Principal Life Ins. Co. | | | | |
| | 10,151,385 |
| | 1.34%, due 9/30/2014 | | GIC | | 10,151,385 |
|
| | 5,062,329 |
| | 1.25%, due 10/1/2014 | | GIC | | 5,062,329 |
|
| | 5,041,207 |
| | 1.14%, due 12/14/2014 | | GIC | | 5,041,207 |
|
| | | | Protective Life Insurance Co. | | | | |
| | 3,126,409 |
| | 4.85%, due 3/28/2013 | | GIC | | 3,126,409 |
|
| | 1,846,155 |
| | 4.55%, due 7/31/2013 | | GIC | | 1,846,155 |
|
| | 9,014,809 |
| | 1.10%, due 5/8/2015 | | | | 9,014,809 |
|
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 4i — Schedule of Assets (Held at End of Year) (Continued)
December 31, 2012
|
| | | | | | | | | | | |
Fund | | Par value /number of shares | | Identity of issue | | Description | | Current Value** |
| | | | | | | | |
Stable Value Fund | | | | | | Separately Managed Fund | | |
| | | | | | | | |
| | | | Prudential Insurance Company of America | | | | |
| | 9,526,848 |
| | 5.34%, due 4/30/2013 | | GIC | | $ | 9,526,848 |
|
| | | | Transamerica Life Insurance and Annuity | | | | |
| | 6,201,826 |
| | 4.60%, due 2/28/2013 | | GIC | | 6,201,826 |
|
| | | | United of Omaha Life Insurance Co. | | | | |
| | 10,093,688 |
| | 1.00%, due 12/15/2013 | | GIC | | 10,093,688 |
|
| | 10,209,369 |
| | 1.35%, due 3/30/2014 | | GIC | | 10,209,369 |
|
| | | | | | | | |
| | 159,273,758 |
| | Wells Fargo Stable Value Fund D | | Common Collective Trust Fund | | 167,715,267 |
|
| | 158,220,566 |
| | Putnam Stable Value Fund | | Common Collective Trust Fund | | 161,543,198 |
|
| | 462,043,984 |
| * | EB Temporary Investment Fund II | | Common Collective Trust Fund | | 462,043,984 |
|
| | | | | | | | |
| | | | Stable Value Fund Subtotal | | | | $ | 959,922,227 |
|
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 4i — Schedule of Assets (Held at End of Year) (Continued)
December 31, 2012
|
| | | | | | | | | | | |
Fund | | Par value /number of shares | | Identity of issue | | Description | | Current Value** |
| | | | | | | | |
Small Cap Value Fund | | | | Lord Abbett and Dimensional Fund Advisor Small Cap Value Fund | | Separately Managed Fund | | |
| | | | | | | | |
| | 6,900 |
| | ALEXANDRIA REAL ESTATE EQUITIE | | Common Stock | | $ | 478,308 |
|
| | 49,600 |
| | ALTERRA CAPITAL HOLDINGS LTD | | Common Stock | | 1,398,224 |
|
| | 3,400 |
| | ANALOGIC CORP | | Common Stock | | 252,620 |
|
| | 14,400 |
| | ANIXTER INTERNATIONAL INC | | Common Stock | | 921,312 |
|
| | 16,400 |
| | APPLIED INDUSTRIAL TECHNOLOGIE | | Common Stock | | 688,964 |
|
| | 11,100 |
| | APTARGROUP INC | | Common Stock | | 529,692 |
|
| | 38,600 |
| | ASCENA RETAIL GROUP INC | | Common Stock | | 713,714 |
|
| | 5,200 |
| | ATLAS AIR WORLDWIDE HOLDINGS I | | Common Stock | | 230,412 |
|
| | 37,700 |
| | AVIS BUDGET GROUP INC | | Common Stock | | 747,214 |
|
| | 64,800 |
| | BBCN BANCORP INC | | Common Stock | | 749,736 |
|
| | 19,900 |
| | BEACON ROOFING SUPPLY INC | | Common Stock | | 662,272 |
|
| | 4,500 |
| | BLOUNT INTERNATIONAL INC | | Common Stock | | 71,190 |
|
| | 61,100 |
| | BOSTON PRIVATE FINANCIAL HOLDING | | Common Stock | | 550,511 |
|
| | 63,900 |
| | BRANDYWINE REALTY TRUST | | Common Stock | | 778,941 |
|
| | 11,700 |
| | BRISTOW GROUP INC | | Common Stock | | 627,822 |
|
| | 31,700 |
| | C&J ENERGY SERVICES INC | | Common Stock | | 679,648 |
|
| | 49,900 |
| | CABOT CORP | | Common Stock | | 1,985,521 |
|
| | 1,100 |
| | CASEY'S GENERAL STORES INC | | Common Stock | | 58,410 |
|
| | 8,700 |
| | CENTENE CORP | | Common Stock | | 356,700 |
|
| | 21,600 |
| | CHEESECAKE FACTORY INC/THE | | Common Stock | | 706,752 |
|
| | 23,200 |
| | CHICAGO BRIDGE & IRON CO NV | | Common Stock | | 1,075,320 |
|
| | 13,200 |
| | CHILDRENS PLACE RETAIL STORES | | Common Stock | | 584,628 |
|
| | 32,600 |
| | CINEMARK HOLDINGS INC | | Common Stock | | 846,948 |
|
| | 18,100 |
| | CITY NATIONAL CORP/CA | | Common Stock | | 896,312 |
|
| | 15,800 |
| | COGNEX CORP | | Common Stock | | 581,756 |
|
| | 17,200 |
| | COHERENT INC | | Common Stock | | 870,664 |
|
| | 40,900 |
| | COLUMBIA BANKING SYSTEM INC | | Common Stock | | 733,746 |
|
| | 23,500 |
| | COMMUNITY HEALTH SYSTEMS INC | | Common Stock | | 722,390 |
|
| | 9,400 |
| | COMPASS MINERALS INTERNATIONAL | | Common Stock | | 702,274 |
|
| | 42,800 |
| | CROCS INC | | Common Stock | | 615,892 |
|
| | 75,700 |
| | CVB FINANCIAL CORP | | Common Stock | | 787,280 |
|
| | 16,700 |
| | DOLE FOOD CO INC | | Common Stock | | 191,549 |
|
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 4i — Schedule of Assets (Held at End of Year) (Continued)
December 31, 2012
|
| | | | | | | | | | | |
Fund | | Par value /number of shares | | Identity of issue | | Description | | Current Value** |
| | | | | | | | |
Small Cap Value Fund | | | | Lord Abbett and Dimensional Fund Advisor Small Cap Value Fund | | Separately Managed Fund | | |
| | | | | | | | |
| | 16,700 |
| | DOLE FOOD CO INC | | Common Stock | | $ | 191,549 |
|
| | 8,900 |
| | DSW INC | | Common Stock | | 584,641 |
|
| | 49,300 |
| | DUKE REALTY CORP | | Common Stock | | 683,791 |
|
| | 34,100 |
| | EMCOR GROUP INC | | Common Stock | | 1,180,201 |
|
| | 32,200 |
| | EMERITUS CORP | | Common Stock | | 795,984 |
|
| | 21,100 |
| | EPR PPTYS COM SH BEN INT | | Common Stock | | 972,921 |
|
| | 51,100 |
| | EVERBANK FINANCIAL CORP | | Common Stock | | 761,901 |
|
| | 29,200 |
| | EXLSERVICE HOLDINGS INC | | Common Stock | | 773,800 |
|
| | 42,900 |
| | FIRST FINANCIAL BANCORP | | Common Stock | | 627,198 |
|
| | 23,200 |
| | FLEETCOR TECHNOLOGIES INC | | Common Stock | | 1,244,680 |
|
| | 25,700 |
| | FORUM ENERGY TECHNOLOGIES INC | | Common Stock | | 636,075 |
|
| | 21,100 |
| | GATX CORP | | Common Stock | | 913,630 |
|
| | 10,100 |
| | GENESCO INC | | Common Stock | | 555,500 |
|
| | 8,500 |
| | GENESEE & WYOMING INC | | Common Stock | | 646,680 |
|
| | 9,200 |
| | GROUP 1 AUTOMOTIVE INC | | Common Stock | | 570,308 |
|
| | 17,500 |
| | GULFMARK OFFSHORE INC | | Common Stock | | 602,875 |
|
| | 19,700 |
| | HAEMONETICS CORP | | Common Stock | | 804,548 |
|
| | 13,300 |
| | HANGER INC | | Common Stock | | 363,888 |
|
| | 31,200 |
| | HEALTHSOUTH CORP | | Common Stock | | 658,632 |
|
| | 81,800 |
| | HERCULES OFFSHORE INC | | Common Stock | | 505,524 |
|
| | 24,500 |
| | HEXCEL CORP | | Common Stock | | 660,520 |
|
| | 15,700 |
| | HITTITE MICROWAVE CORP | | Common Stock | | 974,970 |
|
| | 15,700 |
| | HORNBECK OFFSHORE SERVICES INC | | Common Stock | | 539,138 |
|
| | 15,800 |
| | HUB GROUP INC | | Common Stock | | 530,880 |
|
| | 12,800 |
| | IDACORP INC | | Common Stock | | 554,880 |
|
| | 39,400 |
| | II-VI INC | | Common Stock | | 719,838 |
|
| | 16,000 |
| | INNOPHOS HOLDINGS INC | | Common Stock | | 744,000 |
|
| | 11,900 |
| | IPC THE HOSPITALIST CO INC | | Common Stock | | 472,549 |
|
| | 29,400 |
| | JACK HENRY & ASSOCIATES INC | | Common Stock | | 1,154,244 |
|
| | 12,000 |
| | KENNAMETAL INC | | Common Stock | | 480,000 |
|
| | 32,800 |
| | KENNEDY-WILSON HOLDINGS INC | | Common Stock | | 458,544 |
|
| | 11,500 |
| | KIRBY CORP | | Common Stock | | 711,735 |
|
| | 36,500 |
| | KNIGHT TRANSPORTATION INC | | Common Stock | | 533,995 |
|
| | 25,700 |
| | KOPPERS HOLDINGS INC | | Common Stock | | 980,455 |
|
| | 15,300 |
| | LACLEDE GROUP INC/THE | | Common Stock | | 590,733 |
|
| | 18,900 |
| | LITTELFUSE INC | | Common Stock | | 1,166,319 |
|
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 4i — Schedule of Assets (Held at End of Year) (Continued)
December 31, 2012
|
| | | | | | | | | | | |
Fund | | Par value /number of shares | | Identity of issue | | Description | | Current Value** |
| | | | | | | | |
Small Cap Value Fund | | | | Lord Abbett and Dimensional Fund Advisor Small Cap Value Fund | | Separately Managed Fund | | |
| | | | | | | | |
| | 24,300 |
| | MACK-CALI REALTY CORP | | Common Stock | | $ | 634,473 |
|
| | 21,300 |
| | MAXIMUS INC | | Common Stock | | 1,346,586 |
|
| | 30,200 |
| | MEDICINES CO/THE | | Common Stock | | 723,894 |
|
| | 13,300 |
| | MEDNAX INC | | Common Stock | | 1,057,616 |
|
| | 17,900 |
| | MEN'S WEARHOUSE INC/THE | | Common Stock | | 557,764 |
|
| | 10,800 |
| | MOOG INC | | Common Stock | | 443,124 |
|
| | 102,400 |
| | NATIONAL PENN BANCSHARES INC | | Common Stock | | 954,368 |
|
| | 19,200 |
| | NAVIGATORS GROUP INC/THE | | Common Stock | | 980,544 |
|
| | 14,400 |
| | NEW JERSEY RESOURCES CORP | | Common Stock | | 570,528 |
|
| | 30,500 |
| | OLIN CORP | | Common Stock | | 658,495 |
|
| | 76,700 |
| | ORIENT EXPRESS HOTELS LTD CL A | | Common Stock | | 896,623 |
|
| | 38,400 |
| | PACWEST BANCORP | | Common Stock | | 951,552 |
|
| | 25,500 |
| | PAREXEL INTERNATIONAL CORP | | Common Stock | | 754,545 |
|
| | 46,700 |
| | PEBBLEBROOK HOTEL TRUST | | Common Stock | | 1,078,770 |
|
| | 41,000 |
| | PENSKE AUTOMOTIVE GROUP INC | | Common Stock | | 1,233,690 |
|
| | 43,400 |
| | PEOPLE'S UNITED FINANCIAL INC | | Common Stock | | 524,706 |
|
| | 10,000 |
| | REGAL-BELOIT CORP | | Common Stock | | 704,700 |
|
| | 17,000 |
| | RELIANCE STEEL & ALUMINUM CO | | Common Stock | | 1,055,700 |
|
| | 23,800 |
| | RENT-A-CENTER INC/TX | | Common Stock | | 817,768 |
|
| | 12,400 |
| | ROGERS CORP | | Common Stock | | 615,784 |
|
| | 26,200 |
| | RTI INTERNATIONAL METALS INC | | Common Stock | | 722,072 |
|
| | 25,200 |
| | RYDER SYSTEM INC | | Common Stock | | 1,258,236 |
|
| | 19,352 |
| | RYMAN HOSPITALITY PPTYS INC | | Common Stock | | 744,281 |
|
| | 25,300 |
| | SANCHEZ ENERGY CORP | | Common Stock | | 455,400 |
|
| | 12,100 |
| | SANDERSON FARMS INC | | Common Stock | | 575,355 |
|
| | 20,800 |
| | SCANSOURCE INC | | Common Stock | | 660,816 |
|
| | 39,900 |
| | SELECTIVE INSURANCE GROUP INC | | Common Stock | | 768,873 |
|
| | 14,600 |
| | SIGNATURE BANK/NEW YORK NY | | Common Stock | | 1,041,564 |
|
| | 18,000 |
| | SILGAN HOLDINGS INC | | Common Stock | | 748,620 |
|
| | 13,000 |
| | SOUTH JERSEY INDUSTRIES INC | | Common Stock | | 654,290 |
|
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 4i — Schedule of Assets (Held at End of Year) (Continued)
December 31,2012
|
| | | | | | | | | | | |
Fund | | Par value /number of shares | | Identity of issue | | Description | | Current Value** |
| | | | | | | | |
Small Cap Value Fund | | | | Lord Abbett and Dimensional Fund Advisor Small Cap Value Fund | | Separately Managed Fund | | |
| | | | | | | | |
| | 16,900 |
| | SPECTRUM BRANDS HOLDINGS INC | | Common Stock | | $ | 759,317 |
|
| | 13,600 |
| | SPIRIT AEROSYSTEMS HOLDINGS INC | | Common Stock | | 230,792 |
|
| | 14,200 |
| | STIFEL FINANCIAL CORP | | Common Stock | | 453,974 |
|
| | 51,964 |
| | SUPERIOR ENERGY SERVICES INC | | Common Stock | | 1,076,694 |
|
| | 80,300 |
| | SUSQUEHANNA BANCSHARES INC | | Common Stock | | 841,544 |
|
| | 14,100 |
| | SVB FINANCIAL GROUP | | Common Stock | | 789,177 |
|
| | 30,600 |
| | TAL INTERNATIONAL GROUP INC | | Common Stock | | 1,113,228 |
|
| | 25,600 |
| | TEAM HEALTH HOLDINGS INC | | Common Stock | | 736,512 |
|
| | 58,000 |
| | TERADYNE INC | | Common Stock | | 979,620 |
|
| | 17,400 |
| | TETRA TECH INC | | Common Stock | | 460,230 |
|
| | 15,800 |
| | TEXAS CAPITAL BANCSHARES INC | | Common Stock | | 708,156 |
|
| | 43,600 |
| | TITAN INTERNATIONAL INC | | Common Stock | | 946,992 |
|
| | 32,900 |
| | TRIMAS CORP | | Common Stock | | 919,884 |
|
| | 15,500 |
| | TRUEBLUE INC | | Common Stock | | 244,125 |
|
| | 23,300 |
| | URS CORP | | Common Stock | | 914,758 |
|
| | |