CVS Caremark Corporation (CVS)

Note 1 – Basis of Presentation

On June 2, 2006, CVS Corporation (“CVS”) and its wholly owned subsidiary, CVS Pharmacy, Inc. (“CVS Pharmacy”), completed the acquisition of, approximately 700 standalone drugstores and a distribution center (collectively the “Standalone Drug Business”) from Albertson’s, Inc. (“Albertson’s”).

The unaudited pro forma combined balance sheet as of April 1, 2006 combines the unaudited consolidated balance sheet of CVS as of April 1, 2006 and the unaudited statement of net assets acquired of the Standalone Drug Business as of May 4, 2006 and gives effect to the acquisition as if the acquisition occurred on April 1, 2006.

The unaudited pro forma combined statement of operations for the fiscal year ended December 31, 2005 and for the period ended April 1, 2006 give effect to the acquisition as if the acquisition occurred on the first day of the period presented (i.e., January 2, 2005 and January 1, 2006 respectively). The unaudited pro forma combined statement of operations for the 52-week fiscal year ended December 31, 2005 combines the audited consolidated statement of operations of CVS for the 52-week fiscal year ended December 31, 2005 with the audited statement of revenue and direct expenses of the Standalone Drug Business for the 52-week fiscal year ended February 2, 2006. The unaudited pro forma combined statement of operations for the 13-week period ended April 1, 2006 combines the unaudited consolidated statement of operations of CVS for the 13-week period ended April 1, 2006 with the unaudited statement of revenues and direct expenses of the Standalone Drug Business for the 13-week period ended May 4, 2006.

THE ACCOMPANYING UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS HAVE BEEN PREPARED FOR ILLUSTRATIVE PURPOSES ONLY AND DO NOT PURPORT TO BE INDICATIVE OF THE ACTUAL RESULTS THAT WOULD BEEN ACHIEVED BY THE COMBINED COMPANY FOR THE PERIODS PRESENTED OR THAT WILL BE ACHIEVED BY THE COMBINED COMPANY IN THE FUTURE.

20

Item 9.01(b)

CVS Corporation and the Standalone Drug Business of Albertson’s

Notes to Pro Forma Combined Financial Statements

(Dollars in millions)

(Unaudited)

Basis of Presentation

The accompanying Statements of Net Assets Acquired of the Standalone Drug Business as of February 2, 2006 and May 4, 2006 and the related Statements of Revenues and Direct Expenses for the 52 weeks ended February 2, 2006 and the 13-week periods ended May 4, 2006 and May 5, 2005 (collectively, the “Financial Statements”) have been prepared for the purpose of complying with Rule 3-05 of Regulation S-X of the Securities and Exchange Commission (“SEC”) for inclusion in a Current Report on Form 8-K to be filed by CVS and are not intended to be a complete presentation of Albertsons’ assets and liabilities nor of its revenues and expenses.

The Financial Statements have been prepared from the historical accounting records maintained by Albertsons and on the basis of the accounting policies and procedures as described in Note 2 – Summary of Significant Accounting Policies. Historically, the Standalone Drug Business was an integrated operation within Albertsons. The Standalone Drug Business was not a separate legal entity, subsidiary, or division of Albertsons, and was not operated or accounted for by Albertsons as a separate business or operating segment. Accordingly, separate accounts specific to the Business were not maintained and corporate expenses and certain accounting estimates were not allocated to the Business and are not otherwise available without significant time and cost burdens. Therefore, the Financial Statements are not intended to be a complete representation of the financial position or results of operations of the Standalone Drug Business for the 52 weeks ended February 2, 2006 and the 13-week periods ended May 4, 2006 and May 5, 2005, nor are they indicative of the results to be expected from future operations of the Standalone Drug Business. The Financial Statements should be read in conjunction with the historical consolidated financial statements and notes thereto of Albertsons filed with the SEC.

The accompanying Statements of Revenues and Direct Expenses reflect revenues and related cost of revenues specifically identified to the standalone drug stores acquired by CVS, and direct selling, general and administrative expenses related to the Business. Selling, general and administrative expenses include labor, employee benefits, depreciation and amortization, rent, utilities, advertising, other expenses, and allocations of certain overhead expenses specifically identifiable to the Business (primarily division administrative support costs). The Statements of Revenue and Direct Expenses exclude costs that are not directly related to the Business, including corporate overhead expense allocations, interest income and expense, and income taxes.

The accompanying Statements of Net Assets Acquired reflect the assets acquired and the liabilities assumed by CVS pursuant to the APA Agreement. The assets and liabilities that have been excluded from the Statements of Net Assets Acquired consist primarily of:

Statements of cash flows and statements of stockholders’ equity are not presented as CVS did not acquire all of the assets nor assume all of the liabilities of Albertsons’ Standalone Drug Business, and the preparation of such financial information is not practical given the nature of the Financial Statements and the limited amount of information available specifically related to the Business.