8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 4, 2010

CVS CAREMARK CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-01011	05-0494040
(Commission File Number)	(IRS Employer Identification No.)
One CVS Drive Woonsocket, Rhode Island	02895
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (401) 765-1500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On May 4, 2010, CVS Caremark Corporation issued a press release announcing its earnings for the three months ended March 31, 2010. Attached to this Current Report on Form 8-K as Exhibit 99.1, is a copy of the Corporation’s related press release dated May 4, 2010.

The information in this report is being furnished, not filed. Accordingly, the information in Item 9.01 of this report will not be incorporated by reference into any registration statement filed by the Corporation under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release, dated May 4, 2010, of CVS Caremark Corporation.

SIGNATURES

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

CVS CAREMARK CORPORATION
By:	/s/ David M. Denton
	David M. Denton
	Executive Vice President and Chief Financial Officer
	Dated: May 4, 2010

EX-99.1

Exhibit 99.1

Investor Contact:	Nancy Christal	Media Contact:	Eileen Howard Dunn
	Senior Vice President		Senior Vice President
	Investor Relations		Corporate Communications &
	(914) 722-4704		Community Relations
			(401) 770-4561

FOR IMMEDIATE RELEASE

CVS CAREMARK REPORTS RECORD FIRST QUARTER REVENUES AND EARNINGS

COMPANY RAISES MID-POINT OF 2010 EPS GUIDANCE RANGE

First Quarter Year-Over-Year Highlights:

• Adjusted EPS from continuing operations increased 8.8% to $0.60

• GAAP diluted EPS from continuing operations increased 9.3% to $0.55

• Net revenues increased to a first-quarter record $23.8 billion

• Generic dispensing rate increased nearly 300 basis points to an industry-leading 70.4% in our Pharmacy Services segment and 72.1% in our Retail Pharmacy segment

• Mail choice penetration rate increased over 100 basis points to 24.8%

Full-year Adjusted EPS Guidance Range Revised to $2.77 - $2.84; Full-year GAAP EPS Guidance Range Revised to $2.58 - $2.65

WOONSOCKET, RHODE ISLAND, May 4, 2010 - CVS Caremark Corporation (NYSE: CVS), today announced revenues, operating profit, and net income for the three months ended March 31, 2010.

Revenues:

Net revenues for the three months ended March 31, 2010 increased $366 million to $23.8 billion, up from $23.4 billion during the three months ended March 31, 2009.

Revenues in the Pharmacy Services segment increased 2.6% to $11.8 billion in the three months ended March 31, 2010. This increase was primarily associated with the conversion of a number of RxAmerica^® pharmacy network contracts, which resulted in those contracts being accounted for using the gross method. Adjusting the growth rate for the impact of new generics, net revenues would have grown 7.7% in the Pharmacy Services segment. Retail network claims processed during the three months ended March 31, 2010 decreased 10.3% to 132.0 million, compared to 147.1 million in the prior year period. The decrease in retail network claims was primarily due to the termination of a few large client contracts effective January 1, 2010 and the decrease of covered lives under our Medicare Part D program resulting from the 2010 Medicare Part D competitive bidding process. Mail choice claims processed during the three months ended March 31, 2010 decreased 4.8% to 15.5 million compared to 16.3 million in the prior year period. The decrease in the mail choice claim volume was related to the termination of a few large client contracts effective January 1, 2010, partially offset by new client starts effective January 1, 2010.

Revenues in the Retail Pharmacy segment increased 3.6% to $14.0 billion in the three months ended March 31, 2010. Same store sales increased 2.3% over the prior year period. Same store sales in both the pharmacy and front store were negatively impacted by a weak flu season and severe weather in certain markets. Pharmacy same store sales rose 3.7% and were negatively impacted by approximately 290 basis points due to recent generic introductions and positively impacted by approximately 260 basis points due to the continued growth of the Maintenance Choice™ program. Front store same store sales decreased 0.7% in the three months ended March 31, 2010. As expected, front store same store sales were negatively impacted by the inclusion of stores acquired as part of the Longs acquisition and benefited from an earlier Easter this year compared with last year.

The generic dispensing rate in our Pharmacy Services segment increased approximately 270 basis points to an industry-leading 70.4% and by approximately 290 basis points to 72.1% in our Retail Pharmacy segment for the three months ended March 31, 2010, compared to the prior year period.

Income from continuing operations attributable to CVS Caremark:

Income from continuing operations attributable to CVS Caremark for the three months ended March 31, 2010, increased $30 million to $773 million, compared with $743 million during the three months ended March 31, 2009. Adjusted earnings per share from continuing operations attributable to CVS Caremark, which excludes $105 million of intangible asset amortization related to acquisition activity, for the three months ended March 31, 2010 were $0.60, compared with $0.55 in the three months ended March 31, 2009. GAAP earnings per diluted share from continuing operations attributable to CVS Caremark for the three months ended March 31, 2010 were $0.55, compared with $0.51 in the three months ended March 31, 2009.

The Company’s reported results for the three months ended March 31, 2010 benefited from lower litigation-related costs and fewer integration-related costs associated with the Longs acquisition.

Tom Ryan, Chairman, President and Chief Executive Officer said, “I’m very pleased with our results in the first quarter. Our operating profit across the enterprise was in line with our expectations, despite the weaker-than-anticipated flu season and severe weather in certain markets that dampened retail revenue growth. That solid performance was driven by continued market share gains and better expense leverage. At the same time, we continued to make excellent progress on our new clinical initiatives that should further differentiate CVS Caremark in the PBM marketplace. I’m also pleased to report that we generated approximately $660 million in free cash during the quarter, and remain committed to using our strong cash generation capabilities to return value to our shareholders. We accelerated our share repurchases during the quarter, which contributed to our achieving earnings per share that were slightly ahead of our expectations.”

Guidance:

In light of the solid performance reported today and continued confidence about the remainder of the year, the Company also raised the mid-point of its earnings per share guidance range for the full year 2010. The Company increased the low-end of EPS guidance by $0.03 and now expects adjusted EPS from continuing operations to be in the range of $2.77 - $2.84 and GAAP EPS from continuing operations to be in the range of $2.58 - $2.65.

Real estate program:

During the three months ended March 31, 2010, the Company opened 48 new retail drugstores, and closed ten retail drugstores and two specialty pharmacy stores. In addition, the Company relocated 53 retail drugstores. As of March 31, 2010, the Company operated 7,063 retail drugstores, 47 specialty pharmacy stores, 18 specialty mail order pharmacies and six mail order pharmacies in 44 states, the District of Columbia and Puerto Rico.

Teleconference and webcast:

The Company will be holding a conference call today for the investment community at 8:30 am (EDT) to discuss its quarterly results. An audio webcast of the conference call will be broadcast simultaneously for all interested parties through the Investor Relations section of the CVS Caremark website at http://info.cvscaremark.com. This webcast will be archived and available on the website for a one-month period following the conference call.

About the Company:

CVS Caremark is the largest pharmacy health care provider in the United States. Through our integrated offerings across the entire spectrum of pharmacy care, we are uniquely positioned to provide greater access to engage plan members in behaviors that improve their health, and to lower overall health care costs for health plans, plan sponsors and their members. CVS Caremark is a market leader in mail order pharmacy, retail pharmacy, specialty pharmacy, and retail clinics, and is a leading provider of Medicare Part D Prescription Drug Plans. As one of the country’s largest pharmacy benefits managers (PBMs), we provide access to a network of more than 64,000 pharmacies, including over 7,000 CVS/pharmacy® stores that provide unparalleled service and capabilities. Our clinical expertise includes one of the industry’s most comprehensive disease management programs. General information about CVS Caremark is available through the Company’s website at http://info.cvscaremark.com.

Forward-looking statements:

This press release contains certain forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially. For these statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The Company strongly recommends that you become familiar with the specific risks and uncertainties outlined under the Risk Factors section in our Annual Report on Form 10-K for the year ended December 31, 2009.

– Tables Follow –

CVS CAREMARK CORPORATION

Condensed Consolidated Statements of Income

(Unaudited)

	Three Months Ended
	March 31,
In millions, except per share amounts	2010			2009
Net revenues	$	23,760		$	23,394
Cost of revenues		19,014			18,646
Gross profit		4,746			4,748
Operating expenses		3,336			3,371
Operating profit		1,410			1,377
Interest expense, net		128			142
Income before income tax provision		1,282			1,235
Income tax provision		510			492
Income from continuing operations		772			743
Loss from discontinued operations, net of tax		(2	)		(5	)
Net income		770			738
Net loss attributable to noncontrolling interest(1)		1			—
Net income attributable to CVS Caremark	$	771		$	738
Income from continuing operations attributable to CVS Caremark:
Income from continuing operations	$	772		$	743
Net loss attributable to noncontrolling interest		1			—
Income from continuing operations attributable to CVS Caremark	$	773		$	743
Basic earnings per common share:
Income from continuing operations attributable to CVS Caremark	$	0.56		$	0.51
Loss from discontinued operations		—			—
Net income attributable to CVS Caremark	$	0.56		$	0.51
Weighted average basic common shares outstanding		1,386			1,450
Diluted earnings per common share:
Income from continuing operations attributable to CVS Caremark	$	0.55		$	0.51
Loss from discontinued operations		—			(0.01	)
Net income attributable to CVS Caremark	$	0.55		$	0.50
Weighted average diluted common shares outstanding		1,396			1,469
Dividends declared per common share	$	0.08750		$	0.07625

(1) Represents the minority shareholders’ portion of the net loss from our majority owned subsidiary Generation Health, Inc.

CVS CAREMARK CORPORATION

Condensed Consolidated Balance Sheets

(Unaudited)

In millions, except per share amounts	March 31, 2010			December 31, 2009
Assets:
Cash and cash equivalents	$	1,047		$	1,086
Short-term investments		4			5
Accounts receivable, net		5,149			5,457
Inventories		10,275			10,343
Deferred income taxes		501			506
Other current assets		179			140
Total current assets		17,155			17,537
Property and equipment, net		8,044			7,923
Goodwill		25,674			25,680
Intangible assets, net		10,037			10,127
Other assets		374			374
Total assets	$	61,284		$	61,641
Liabilities:
Accounts payable	$	4,043		$	3,560
Claims and discounts payable		2,477			3,075
Accrued expenses		2,898			3,246
Short-term debt		515			315
Current portion of long-term debt		2,404			2,104
Total current liabilities		12,337			12,300
Long-term debt		8,454			8,756
Deferred income taxes		3,655			3,678
Other long-term liabilities		1,108			1,102
Commitments and contingencies
Redeemable noncontrolling interest		36			37
Shareholders’ equity:
Preferred stock, par value $0.01: 0.1 shares authorized; none issued or outstanding		—			—
Common stock, par value $0.01: 3,200 shares authorized; 1,616 shares issued and 1,371 shares outstanding at March 31, 2010 and 1,612 shares issued and 1,391 shares outstanding at December 31, 2009		16			16
Treasury stock, at cost: 243 shares at March 31, 2010 and 219 shares at December 31, 2009		(8,454	)		(7,610	)
Shares held in trust: 2 shares at March 31, 2010 and December 31, 2009		(56	)		(56	)
Capital surplus		27,314			27,198
Retained earnings		17,004			16,355
Accumulated other comprehensive loss		(130	)		(135	)
Total shareholders’ equity		35,694			35,768
Total liabilities and shareholders’ equity	$	61,284		$	61,641

CVS CAREMARK CORPORATION

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended March 31,
In millions	2010			2009
Cash flows from operating activities:
Cash receipts from revenues	$	22,918		$	22,184
Cash paid for inventory and prescriptions dispensed by retail network pharmacies		(17,581	)		(17,144	)
Cash paid to other suppliers and employees		(3,916	)		(3,859	)
Interest received		1			2
Interest paid		(155	)		(123	)
Income taxes paid		(207	)		(289	)
Net cash provided by operating activities		1,060			771
Cash flows from investing activities:
Additions to property and equipment		(401	)		(466	)
Proceeds from sale-leaseback transactions		—			6
Proceeds from sale or disposal of assets		12			2
Acquisitions (net of cash acquired) and investments		(9	)		13
Maturity of short-term investments		1			—
Net cash used in investing activities		(397	)		(445	)
Cash flows from financing activities:
Increase (decrease) in short-term debt		200			(1,626	)
Issuance of long-term debt		—			999
Decrease in long-term debt		(1	)		—
Dividends paid		(122	)		(110	)
Proceeds from exercise of stock options		97			55
Excess tax benefits from stock-based compensation		11			1
Repurchase of common stock		(887	)		—
Net cash used in financing activities		(702	)		(681	)
Net decrease in cash and cash equivalents		(39	)		(355	)
Cash and cash equivalents at beginning of period		1,086			1,352
Cash and cash equivalents at end of period	$	1,047		$	997
Reconciliation of net income to net cash provided by operating activities:
Net income	$	770		$	738
Adjustments required to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		358			354
Stock-based compensation		37			22
Deferred income taxes and other non-cash items		2			34
Change in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable, net		308			26
Inventories		68			93
Other current assets		(39	)		(65	)
Other assets		—			(24	)
Accounts payable and claims and discounts payable		(115	)		(115	)
Accrued expenses		(335	)		(270	)
Other long-term liabilities		6			(22	)
Net cash provided by operating activities	$	1,060		$	771

Adjusted Earnings Per Share

(Unaudited)

For internal comparisons, management finds it useful to assess year-to-year performance by adjusting diluted earnings per share for amortization, which primarily relates to acquisition activities.

The Company defines adjusted earnings per share as income before income tax provision plus amortization, less adjusted income tax provision, plus net loss attributable to noncontrolling interest divided by the weighted average diluted common shares outstanding.

The following is a reconciliation of income before income tax provision to adjusted earnings per share:

	Three Months Ended March 31,
In millions, except per share amounts	2010		2009
Income before income tax provision	$	1,282	$	1,235
Amortization		105		108
Adjusted income before income tax provision		1,387		1,343
Adjusted income tax provision(1)		552		535
Adjusted income from continuing operations		835		808
Net loss attributable to noncontrolling interest		1		—
Adjusted income from continuing operations attributable to CVS Caremark	$	836	$	808
Weighted average diluted common shares outstanding		1,396		1,469
Adjusted earnings per share from continuing operations attributable to CVS Caremark	$	0.60	$	0.55

(1) The adjusted income tax provision is computed using the same effective income tax rate from the condensed consolidated statement of income.

Adjusted Earnings Per Share Guidance

(Unaudited)

The following reconciliation of estimated income before income tax provision to estimated adjusted earnings per share contains forward-looking information that is subject to risks and uncertainties that could cause actual results to differ materially. The Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The Company strongly recommends that you become familiar with the specific risks and uncertainties outlined under the Risk Factors section in our Annual Report on Form 10-K for the year ended December 31, 2009. For internal comparisons, management finds it useful to assess year-to-year performance by adjusting diluted earnings per share for amortization, which primarily relates to acquisition activities.

	Fiscal Year Ending
In millions, except per share amounts	December 31, 2010
Income before income tax provision	$	5,930	$	6,101
Amortization		425		435
Adjusted income before income tax provision		6,355		6,536
Adjusted income tax provision		2,535		2,608
Adjusted income from continuing operations		3,820		3,928
Net loss attributable to noncontrolling interest		4		4
Adjusted income from continuing operations attributable to CVS Caremark	$	3,824	$	3,932
Weighted average diluted common shares outstanding		1,383		1,383
Adjusted earnings per share from continuing operations attributable to CVS Caremark	$	2.77	$	2.84

Free Cash Flow

(Unaudited)

The Company defines free cash flow as net cash provided by operating activities less net additions to properties and equipment (i.e., additions to property and equipment plus proceeds from sale-leaseback transactions).

The following is a reconciliation of net cash provided by operating activities to free cash flow:

	Three Months Ended March 31,
In millions	2010			2009
Net cash provided by operating activities	$	1,060		$	771
Subtract: Additions to property and equipment		(401	)		(466	)
Add: Proceeds from sale-leaseback transactions		—			6
Free cash flow	$	659		$	311

Supplemental Information

(Unaudited)

The Company evaluates its Pharmacy Services and Retail Pharmacy segment performance based on net revenue, gross profit and operating profit before the effect of nonrecurring charges and gains and certain intersegment activities. The Company evaluates the performance of its Corporate segment based on operating expenses before the effect of nonrecurring charges and gains and certain intersegment activities. The following is a reconciliation of the Company’s segments to the accompanying consolidated financial statements:

In millions	Pharmacy Services Segment(1)		Retail Pharmacy Segment		Corporate Segment			Intersegment Eliminations(2)			Consolidated Totals
Three Months Ended
March 31, 2010:
Net revenues	$	11,836	$	13,978	$	—		$	(2,054	)	$	23,760
Gross profit		782		3,987		—			(23	)		4,746
Operating profit (loss)		538		1,030		(135	)		(23	)		1,410
March 31, 2009(3):
Net revenues	$	11,535	$	13,497	$	—		$	(1,638	)	$	23,394
Gross profit		798		3,956		—			(6	)		4,748
Operating profit (loss)		537		972		(126	)		(6	)		1,377

(1) Net revenues of the Pharmacy Services segment include approximately $1.7 billion of retail co-payments for both the three months ended March 31, 2010 and 2009.

(2) Intersegment eliminations relate to two types of transactions: (i) Intersegment revenues that occur when Pharmacy Services segment customers use Retail Pharmacy segment stores to purchase covered products. When this occurs, both the Pharmacy Services and Retail Pharmacy segments record the revenue on a standalone basis, and (ii) Intersegment revenues, gross profit and operating profit that occur when Pharmacy Services segment customers, through the Company’s intersegment activities (such as the Maintenance Choice™ program), elect to pick-up their maintenance prescriptions at Retail Pharmacy segment stores instead of receiving them through the mail. When this occurs, both the Pharmacy Services and Retail Pharmacy segments record the revenue, gross profit and operating profit on a standalone basis. As a result, both the Pharmacy Services and the Retail Pharmacy segments include the following results associated with this activity: net revenues of $340 million and $98 million for the three months ended March 31, 2010 and 2009, respectively; gross profit of $23 million and $6 million for the three months ended March 31, 2010 and 2009, respectively; and operating profit of $23 million and $6 million for the three months ended March 31, 2010 and 2009, respectively.

(3) The results for the three months ended March 31, 2009 have been revised to conform to the 2010 presentation.

Supplemental Information

(Unaudited)

Pharmacy Services Segment

The following table summarizes the Pharmacy Services segment’s performance for the respective periods:

	Three Months Ended March 31,
In millions	2010		2009(1)
Net revenues	$	11,836	$	11,535
Gross profit		782		798
Gross profit % of net revenues		6.6%		6.9%
Operating expenses		244		261
Operating expense % of net revenues		2.1%		2.3%
Operating profit		538		537
Operating profit % of net revenues		4.5%		4.7%
Net revenues(2):
Mail choice(3)	$	4,078	$	4,053
Pharmacy network(4)		7,670		7,400
Other		88		82
Pharmacy claims processed(2):
Total		147.5		163.4
Mail choice(3)		15.5		16.3
Pharmacy network(4)		132.0		147.1
Generic dispensing rate(2):
Total		70.4%		67.7%
Mail choice(3)		58.8%		55.5%
Pharmacy network(4)		71.6%		68.8%
Mail choice penetration rate		24.8%		23.7%

(1) The results for the three months ended March 31, 2009 have been revised to conform to the 2010 presentation of the Pharmacy Services segment.

(2) Pharmacy network net revenues, claims processed and generic dispensing rates do not include Maintenance Choice, which are included within the mail choice category.

(3) Mail choice is defined as claims filled at a Pharmacy Services’ mail facility, which includes specialty mail claims, as well as 90-day claims filled at retail under the Maintenance Choice program.

(4) Pharmacy network is defined as claims filled at retail pharmacies, including our retail drugstores.

EBITDA and EBITDA per Adjusted Claim

(Unaudited)

The Company defines EBITDA as earnings before interest, taxes, depreciation and amortization. We define EBITDA per adjusted claim as EBITDA divided by adjusted pharmacy claims. Adjusted pharmacy claims normalize the claims volume statistic for the difference in average days’ supply for mail and retail claims. Adjusted pharmacy claims are calculated by multiplying 90-day claims (the majority of total mail claims) by 3 and adding the 30-day claims. EBITDA can be reconciled to operating profit, which we believe to be the most directly comparable GAAP financial measure.

The following is a reconciliation of operating profit to EBITDA for the Pharmacy Services segment:

	Three Months Ended March 31,
In millions, except per adjusted claim amounts	2010		2009(1)
Operating profit	$	538	$	537
Depreciation and amortization		98		92
EBITDA	$	636	$	629
Adjusted claims		175.5		192.7
EBITDA per adjusted claim	$	3.62	$	3.26

(1) The three months ended March 31, 2009 have been revised to conform to the 2010 presentation of the Pharmacy Services segment’s operating profit and depreciation and amortization.

Supplemental Information

(Unaudited)

Retail Pharmacy Segment

The following table summarizes the Retail Pharmacy segment’s performance for the respective periods:

	Three Months Ended March 31,
In millions	2010			2009(1)
Net revenues	$	13,978		$	13,497
Gross profit		3,987			3,956
Gross profit % of net revenues		28.5	%		29.3	%
Operating expenses		2,957			2,984
Operating expense % of net revenues		21.2	%		22.1	%
Operating profit		1,030			972
Operating profit % of net revenues		7.4	%		7.2	%
Net revenue increase(2):
Total		3.6	%		13.9	%
Pharmacy		4.6	%		13.2	%
Front store		1.3	%		15.6	%
Same store sales increase (decrease)(3):
Total		2.3	%		3.3	%
Pharmacy		3.7	%		4.6	%
Front store		(0.7	)%		0.7	%
Generic dispensing rate		72.1	%		69.2	%
Pharmacy % of total revenues		68.4	%		67.7	%
Third party % of pharmacy revenue		97.0	%		96.6	%
Retail prescriptions filled		157.3			152.4

(1) The results for the three months ended March 31, 2009 have been revised to conform to the 2010 presentation of the Retail Pharmacy segment.

(2) The net revenue increase for the three months ended March 31, 2009 include the results associated with stores acquired as part of the Longs acquisition in October 2008.

(3) Beginning in November 2009, same store sales increase includes stores acquired as part of the Longs acquisition.