CVS Caremark Corporation (CVS)

Item 8.01. Other Events

On November 5, 2009, the Corporation issued a press release announcing that its Board of Directors had approved a share repurchase program for up to $2.0 billion of its outstanding common stock. A copy of the press release announcing the approval of the share repurchase program is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Section 8—Other Events

As previously disclosed by CVS Caremark Corporation (the “Company”), in June 2005 the enforcement staff of the U.S. Securities and Exchange Commission (the “SEC”) commenced an inquiry into matters related to the accounting for a transaction that occurred in 2000 (the “2000 Transaction”). Pursuant to the 2000 Transaction, the Company (i) made accounting entries reflecting the conveyance of certain excess plush toy collectible inventory to a third party; (ii) received a total of $42.5 million in barter credits; and (iii) made a cash payment of $12.5 million to the same third party.

Today, the SEC announced that it had reached a settlement with the Company resolving the SEC’s investigation. Pursuant to the settlement, without admitting or denying the SEC’s findings, the Company consented to the entry of an administrative order that (i) finds violations of certain books and records provisions of the federal securities laws; and (ii) requires that the Company cease and desist from committing any future violations of the provisions charged.

The Company is pleased that this matter could be resolved on an administrative basis and is now officially behind it.

   Item 8.01 Other Events

     The purpose of this Form 8-K is to update the joint proxy statement/prospectus included in the Registration Statement on Form S-4, file No. 333-139470, filed by CVS Corporation (“CVS”) with the Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on January 19, 2007, and mailed by CVS and Caremark Rx, Inc. (“Caremark”) to their respective stockholders commencing on January 19, 2007. The information contained in this Form 8-K (and in the Exhibits hereto) is incorporated by reference into the above-mentioned joint proxy statement/prospectus.

     On February 23, 2007, the Delaware Court of Chancery denied plaintiff’s motion to enjoin the merger of CVS and Caremark Rx, Inc. The Court held that a Caremark stockholder vote on the merger may be held 20 days after Caremark makes supplemental disclosures regarding appraisal rights and the structure of fees to be paid by Caremark to its financial advisors.

     On February 24, 2007, Caremark mailed a proxy statement supplement (attached to this Current Report on Form 8-K as Exhibit 99.1) to its shareholders containing disclosure regarding shareholder appraisal rights and financial advisory fees. In addition, Caremark announced that its special meeting of shareholders to approve the merger will now be held on March 16, 2007.

     On February 26, 2007, CVS Corporation issued a press release (attached to this Current Report on Form 8-K as Exhibit 99.2) commenting on the Court’s decision rendered. In addition, CVS noted that on February 23, 2007, CVS adjourned its special meeting of shareholders to approve the CVS/Caremark merger to March 9, 2007. In light of the Delaware Court’s ruling, CVS intends to once again adjourn the meeting to a later date in March and will inform shareholders of the new meeting date as promptly as possible.

Section 9 - Financial Statements and Exhibits

      Item 8.01 Other Events

                This Current Report on form 8-K is filed to file the opinion of Davis Polk & Wardwell and the opinion of King & Spalding LLP, in each case, as an exhibit to the Registration Statement (No. 333-139470) on Form S-4 relating to the proposed merger of Caremark Rx, Inc. with and into Twain MergerSub L.L.C., a Delaware limited liability corporation and wholly owned subsidiary of CVS Corporation.

Section 9 - Financial Statements and Exhibits

      Item 8.01 Other Events

           CVS Corporation, a Delaware corporation (“CVS”), entered into an Agreement and Plan of Merger (as the same was amended on January 16, 2006 and as the same may be amended going forward in accordance with its terms, the “Merger Agreement”) dated November 1, 2006 with Caremark Rx, Inc., a Delaware corporation (“Caremark”), and Twain MergerSub Corp., a Delaware corporation and wholly owned subsidiary of CVS (“Merger Sub”). On January 16, 2007, CVS granted Caremark a waiver under the Merger Agreement to, and Caremark agreed that it will, effect a special cash dividend in an amount equal to $2.00 per outstanding share of Caremark common stock. Such special cash dividend will be declared by Caremark prior to the effective time of the merger and will be paid at or immediately following the effective time of the merger. Payment of this special cash dividend is conditioned on the completion of the merger. CVS and Caremark also agreed that, after the completion of the combination of CVS and Caremark, the combined company will effect an accelerated share repurchase transaction whereby the combined company will retire 150 million shares of common stock of the combined company (approximately 9.8% of the combined company’s pro-forma outstanding shares after giving effect to the merger).

Item 8.01 Other Events.

On February 25, 2005, CVS Corporation (the “Company”) issued a press release announcing it would conform its accounting for leasehold improvements funded by landlord incentives or allowances under operating leases and rent holidays, to the recently expressed views of the Securities and Exchange Commission. As a result, the Company will reduce its previously announced diluted earnings per share for the fourth quarter of 2004 by $0.09 and fiscal year 2004 by $0.10 to $0.61 and $2.20 per diluted share, respectively. The one-time, non-cash adjustment reflects the cumulative impact of the change in accounting over the past 20 years, and was not material to the Company’s reported results in any one year. Attached to this Current Report on Form 8-K as Exhibit 99.1, is a copy of the Company’s related press release dated February 25, 2005.