CVS » Topics » Part I

This excerpt taken from the CVS 10-Q filed May 5, 2009.

Part I

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As of March 31, 2009, the Company had no derivative financial instruments or derivative commodity instruments in place and believes that its exposure to market risk associated with other financial instruments, principally interest rate risk inherent in its debt portfolio is not material.

 

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures: The Company’s Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (f) and 15d-15(f)) as of March 31, 2009, have concluded that as of such date the Company’s disclosure controls and procedures were adequate and effective and designed to ensure that material information relating to the Company and its subsidiaries would be made known to such officers on a timely basis.

Changes in internal control over financial reporting: There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 that occurred during the first quarter of 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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Part II    Item 1

 

These excerpts taken from the CVS 10-K filed Feb 27, 2009.

PART III

 

Item 10. Directors and Executive Officers of the Registrant

We refer you to our Proxy Statement for the 2009 Annual Meeting of Stockholders under the captions “Committees of the Board,” “Code of Conduct,” “Director Nominations,” “Audit Committee Report,” “Biographies of our Board Nominees,” and “Section 16(a) Beneficial Ownership Reporting Compliance,” which sections are incorporated by reference herein. Biographical information on our executive officers is contained in Part I of this Annual Report on Form 10-K.

 

Item 11. Executive Compensation

We refer you to our Proxy Statement for the 2009 Annual Meeting of Stockholders under the captions “Executive Compensation and Related Matters,” including “Compensation Discussion & Analysis” and “Management Planning and Development Committee Report,” which sections are incorporated by reference herein.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

We refer you to our Proxy Statement for the 2009 Annual Meeting of Stockholders under the captions “Share Ownership of Directors and Certain Executive Officers” and “Share Ownership of Principal Stockholders” which sections are incorporated by reference herein, for information concerning security ownership of certain beneficial owners and management and related stockholder matters.

The following table summarizes information about the Company’s common stock that may be issued upon the exercise of options, warrants and rights under all of our equity compensation plans as of December 31, 2008.

 

Shares in thousands

   Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights
   Weighted
average exercise
price of
outstanding
options, warrants
and rights
   Number of
securities remaining
available for future
issuance under
equity
compensation plans
(excluding securities
reflected in first
column)

Equity compensation plans approved by stockholders(1)

   59,374    $ 28.21    74,600

Equity compensation plans not approved by stockholders

   —        —      —  
                

Total

   59,374    $ 28.21    74,600
                

 

(1) The number of shares available for delivery under the 1997 Incentive Compensation Plan is subject to adjustment by 9.4% of the number of shares of common stock issued or delivered by the Company during the term of the Plan (excluding any issuance or delivery in connection with awards, or any other compensation or benefit plan of the Company).

 

Item 13. Certain Relationships and Related Transactions and Director Independence

We refer you to our Proxy Statement for the 2009 Annual Meeting of Stockholders under the caption “Independence Determinations for Directors” and “Certain Transactions with Directors and Officers,” which sections are incorporated by reference herein.

 

Item 14. Principal Accountant Fees and Services

We refer you to our Proxy Statement for the 2009 Annual Meeting of Stockholders under the caption “Item 2: Ratification of Appointment of Independent Registered Public Accounting Firm,” which section is incorporated by reference herein.

 

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PART IV

 

Item 15. Exhibits, Financial Statement Schedules

 

A. Documents filed as part of this report:

 

  1. Financial Statements:

The following financial statements are incorporated by reference from pages 18 through 64 and pages 66 through 67 of our Annual Report to Stockholders for the fiscal year ended December 31, 2008, as provided in Item 8 hereof:

 

Consolidated Statements of Operations for the fiscal years ended December 31, 2008, December 29, 2007 and December 30, 2006

   39

Consolidated Balance Sheets as of December 31, 2008 and December 29, 2007

   40

Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2008, December 29, 2007 and December 30, 2006

   41

Consolidated Statements of Shareholders’ Equity for the fiscal years ended December 31, 2008, December 29, 2007 and December 30, 2006

   42-43

Notes to Consolidated Financial Statements

   44-64

Reports of Independent Registered Public Accounting Firm

   66-67

 

  2. Financial Statement Schedules

The following financial statement schedule is filed on page 43 of this report: Schedule II — Valuation and Qualifying Accounts. All other financial statement schedules are omitted because they are not applicable or the information is included in the financial statements or related notes.

This excerpt taken from the CVS 10-K filed Feb 27, 2008.

PART IV

 

Item 15. Exhibits, Financial Statement Schedules

 

A. Documents filed as part of this report:

 

  1. Financial Statements:

The following financial statements are incorporated by reference from pages 18 through 68 and pages 70 through 71 of our Annual Report to Stockholders for the fiscal year ended December 29, 2007, as provided in Item 8 hereof:

 

Consolidated Statements of Operations for the fiscal years ended December 29, 2007, December 30, 2006 and December 31, 2005

   39

Consolidated Balance Sheets as of December 29, 2007 and December 30, 2006

   40

Consolidated Statements of Cash Flows for the fiscal years ended December 29, 2007, December 30, 2006 and December 31, 2005

   41

Consolidated Statements of Shareholders’ Equity for the fiscal years ended December 29, 2007, December 30, 2006 and December 31, 2005

   42-43

Notes to Consolidated Financial Statements

   44-68

Report of Independent Registered Public Accounting Firm

   70-71

 

  2. Financial Statement Schedules

The following financial statement schedule is filed on page 44 of this report: Schedule II — Valuation and Qualifying Accounts. All other financial statement schedules are omitted because they are not applicable or the information is included in the financial statements or related notes.

This excerpt taken from the CVS 10-Q filed Nov 3, 2005.

Part I

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

As of October 1, 2005, the Company had no derivative financial instruments or derivative commodity instruments in place and believes that its exposure to market risk associated with other financial instruments, principally interest rate risk inherent in its debt portfolio, is not material.

 

Item 4. Controls and Procedures

 

Evaluation of disclosure controls and procedures: The Company’s Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15(e)) as of October 1, 2005, have concluded that as of such date the Company’s disclosure controls and procedures were adequate and effective and designed to ensure that material information relating to the Company and its subsidiaries would be made known to such officers on a timely basis.

 

Changes in internal control over financial reporting: There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 that occurred during the third quarter ended October 1, 2005 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

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