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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
FOR THE YEAR ENDED DECEMBER 31, 2000
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES AND EXCHANGE
ACT OF 1934
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
Commission File Number: 001-01011
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
401(K) PROFIT SHARING PLAN OF CVS COPORATION
B. Name of the issuer of the securities held pursuant to the plan and the
address of its principal executive office:
CVS CORPORATION
ONE CVS DRIVE
WOONSOCKET, RI 02895
------------------
REQUIRED INFORMATION
THE 401(K) PROFIT SHARING PLAN OF CVS CORPORATION (THE PLAN) IS SUBJECT TO THE
REQUIREMENTS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF (ERISA). ATTACHED
HERETO IS A COPY OF THE MOST RECENT FINANCIAL STATEMENTS AND SCHEDULES OF THE
PLAN PREPARED IN ACCORDANCE WITH THE FINANCIAL REPORTING REQUIREMENTS OF ERISA.
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401(K) PROFIT SHARING PLAN OF CVS CORPORATION
FINANCIAL STATEMENTS AND SCHEDULE
DECEMBER 31, 2000 AND 1999
CONTENTS
PAGE
INDEPENDENT AUDITOR'S REPORT....................................................................................... 2
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Plan Benefits ..................................................... 3
Statements of Changes in Net Assets Available for Plan Benefits .......................................... 4
Notes to financial statements............................................................................. 5
SUPPLEMENTARY SCHEDULE:
Schedule of Assets Held for Investment Purposes at End of Year ...........................................12
SIGNATURE .........................................................................................................17
EXHIBIT INDEX .....................................................................................................17
Exhibit 23 - Consent of Independent Accountants ..........................................................18
1
INDEPENDENT AUDITORS' REPORT
The Administrative Committee of the 401K Profit Sharing Plan of
CVS Corporation:
We have audited the accompanying statements of net assets available for plan
benefits of the 401K Profit Sharing Plan of CVS Corporation (the "Plan") as of
December 31, 2000 and 1999, and the related statements of changes in net assets
available for plan 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 auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as 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 plan benefits of the Plan as
of December 31, 2000 and 1999, and the changes in net assets available for plan
benefits for the years then ended in conformity with accounting principles
generally accepted in the United States of America.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes at end of year is presented for the purpose of
additional analysis and is not a required part of the basic 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. The supplemental schedule has been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ KPMG LLP
Providence, Rhode Island KPMG LLP
June 14, 2001
2
401K PROFIT SHARING PLAN OF CVS CORPORATION
Statements of Net Assets Available for Plan Benefits
December 31, 2000 and 1999
2000 1999
--------------------------- -------------------------
Assets:
Investments:
Guaranteed Insurance Contracts $ 176,656,187 187,037,300
Equities 433,440,391 384,798,579
Investments in pooled funds 425,859,590 387,558,152
Loans 33,888,185 18,803,324
--------------------------- -------------------------
1,069,844,353 978,197,355
--------------------------- -------------------------
Receivables:
Interest 1,402,444 1,306,517
Dividends 1,891,770 1,161,476
Employer contributions 2,339,014 1,399,914
Employee contributions 8,016,077 6,463,480
--------------------------- -------------------------
13,649,305 10,331,387
--------------------------- -------------------------
Total assets 1,083,493,658 988,528,742
--------------------------- -------------------------
Liabilities:
Accrued expenses and other liabilities 5,963,379 2,932,346
--------------------------- -------------------------
Net assets available for plan benefits $ 1,077,530,279 985,596,396
--------------------------- -------------------------
--------------------------- -------------------------
See accompanying notes to financial statements.
3
401K PROFIT SHARING PLAN OF CVS CORPORATION
Statements of Changes in Net Assets Available for Plan Benefits
Years ended December 31, 2000 and 1999
2000 1999
--------------------------- -------------------------
Additions:
Interest income $ 14,590,526 13,128,350
Dividend income 9,907,883 9,494,577
Employer contributions 22,800,468 15,640,026
Employee contributions 101,689,666 79,548,591
Realized gains 42,145,527 50,066,718
Unrealized gains (losses) (15,139,872) 42,468,188
--------------------------- -------------------------
Total additions 175,994,198 210,346,450
--------------------------- -------------------------
Deductions:
Benefits paid to participants 76,796,270 66,566,375
Administrative expenses 6,356,219 3,470,685
Other deductions 1,005,362 239,988
Net forfeitures (97,536) 345,634
--------------------------- -------------------------
Total deductions 84,060,315 70,622,682
--------------------------- -------------------------
Net increase for the year 91,933,883 139,723,768
Net assets beginning of the year 985,596,396 845,872,628
--------------------------- -------------------------
Net assets end of the year $ 1,077,530,279 985,596,396
--------------------------- -------------------------
--------------------------- -------------------------
See accompanying notes to financial statements.
4
401K PROFIT SHARING PLAN OF CVS CORPORATION
Notes to Financial Statements
DECEMBER 31, 2000 AND 1999
(1) PLAN DESCRIPTION
The following description of the 401K Profit Sharing Plan of CVS
Corporation (the "Plan") provides only general information. Participants
should refer to the Plan document for a more complete description of the
Plan's provisions.
(a) BACKGROUND
The Plan is a defined contribution plan established as of January
1, 1989. It is 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 "Plan Committee") of not less than three persons
appointed by the Board of Directors (the "Board of Directors") of
CVS Corporation ("CVS"). In accordance with the provisions of the
Plan, the Plan Committee has appointed an 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 Plan Committee and the Administrator. The
Trustee also reports to the Plan's management regarding
investments and changes in those investments.
(b) ELIGIBILITY
Eligibility requirements were amended for the Plan year 2000.
Employees are eligible to participate in the Plan upon attainment
of age 21 and on the earliest of:
o The first payroll period of the first month after
completion of 90 continuous days of service as a
full-time employee, or
o Completion of 12 months of service beginning on the
employee's enrollment date with at least 1,000 hours
worked, or
o Completion of at least 1,000 hours of service in the
course of one calendar year.
Prior to 2000, employees were required to complete twelve
consecutive months during which they had completed at least 1,000
hours of service in order to be eligible.
(c) CONTRIBUTIONS
Effective January 1, 1990, participants may elect to have CVS
contribute to their accounts from 1% to 15% of the compensation
that would otherwise be due them, in multiples of 1%, pursuant to
a salary reduction agreement. Each participant's total elective
deferrals for any calendar year may not exceed 15% of annual
compensation or the maximum allowed by the Internal Revenue Code
(the "Code"), whichever is less, as specified in the Plan
document. The maximum elective deferrals allowed by the Code were
$10,500 for 2000 and $10,000 for 1999.
5
401K PROFIT SHARING PLAN OF CVS CORPORATION
Notes to Financial Statements
DECEMBER 31, 2000 AND 1999
Effective January 1, 1990, CVS made additional matching
contributions to participants' accounts. The amount of such
contributions was determined as follows: (1) for a participant who
had completed at least three years of credited service, CVS'
matching contribution was 50% of the participant's elective
deferrals, limited to elective deferrals of up to 4% of the
participant's salary, or (2) for a participant who had completed
less than three years of credited service, CVS' contribution was
25% of the participant's elective deferrals, limited to elective
deferrals of up to 4% of the participant's salary.
Effective April 1, 2000, the Plan has amended the matching
contribution to 50% of the first 5% of pre-tax compensation
contributed. The match is paid in cash to the Plan account on a
monthly basis.
(d) INVESTMENT OPTIONS
Upon enrollment in the Plan or at select intervals thereafter, a
participant may elect to direct contributions or investment
balances within the investments listed below. The following is a
brief explanation of each fund's investment objectives:
CORE EQUITY FUND (Vanguard Index 500 Portfolio Fund)
This fund's objective is to replicate the total return of the
Standard and Poor's 500 Index, which represents about 75 percent
of the U.S. stock market value.
DIVERSIFIED BOND (PIMCO Total Return Admin Fund)
This fund is a core bond fund that seeks to outperform the Lehman
Brothers Aggregate Bond Index on a consistent basis while
maintaining an overall risk similar to the Index.
INTERNATIONAL EQUITY FUND (Templeton International Fund)
This fund's investment objective is long-term capital growth
through participation in stock markets outside the U.S. The fund
invests primarily in the common stock of companies based in more
developed countries, but may also include investments in
developing countries.
SMALL CAP GROWTH FUND (Invesco Small Company Growth Fund)
This fund 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.
6
401K PROFIT SHARING PLAN OF CVS CORPORATION
Notes to Financial Statements
DECEMBER 31, 2000 AND 1999
GLOBAL EQUITY (Janus Worldwide Fund)
This fund seeks long-term growth of capital by investing in a
diversified portfolio of foreign and domestic companies. The fund
tries to outperform the Morgan Stanley Capital International
(MSCI) World Index, which measures the performance of U.S. and
international stock markets.
SMALL CAP VALUE (Galaxy Small Cap Value Fund)
This fund seeks long-term growth by investing primarily in stocks
of small to medium-sized companies that are believed to either
offer superior earnings growth or appear to be undervalued. This
fund is benchmarked by the Russell 2000 Index.
GROWTH AND INCOME FUND (J & W Seligman Large Cap Value Fund)
This fund seeks long-term capital growth and dividend income by
investing primarily in the common stock of U.S. based, well
established medium to large size companies.
LARGE CAP GROWTH FUND (Columbus Circle Core Equity Fund)
This investment objective is long-term capital growth. The fund
invests primarily in the common stock of established large
companies that are based in the U.S. Companies are typically in
industry sectors that are growing faster than the broad stock
market.
LIFESTYLE CONSERVATIVE FUND (various managers)
This fund is for people who will need access to their money in
less than five years. Approximately seventy percent of the fund is
invested in fixed-income or low-risk investments. The remaining
thirty percent is invested in stock-oriented mutual funds or
moderate-risk investments.
LIFESTYLE MODERATE FUND (various managers)
This fund is for less conservative investors who can keep their
money invested for at least five years. Because stocks make up
approximately sixty percent of the fund's mix, the fund has more
exposure to the fluctuations in the stock market than the
Conservative fund. The remaining forty percent is invested in
bonds.
LIFESTYLE AGGRESSIVE FUND (various managers)
This fund is for those individuals who can keep their money
invested for at least ten years or those who are willing to accept
a greater level of risk in return for greater possible reward.
Therefore, eighty percent of the fund is invested in stocks and
the remaining twenty percent is invested in fixed-income
securities.
7
401K PROFIT SHARING PLAN OF CVS CORPORATION
Notes to Financial Statements
DECEMBER 31, 2000 AND 1999
CVS STOCK FUND
This fund was established as a result of the transfer of assets
from the Revco D.S., Inc. 401k Plan during 1997. The Plan may, at
the discretion of the Plan Committee, offer a company stock fund
as one of the available investment funds for employee and employer
contributions. The fund holds CVS common stock.
GIC FUND (managed by State Street Bank & Trust Co.)
This fund seeks to preserve capital, while generating a steady
rate of return higher than money market funds. The fund's
investments consist of highly-rated insurance company and bank
investment contracts.
(e) VESTING
Participants become fully vested in their accounts upon the
completion of five years of credited service. 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
l(c).
(f) PAYMENT OF BENEFITS
Upon termination of service, the Administrator directs the Trustee
to pay participants their benefits in an immediate lump-sum or a
deferred lump-sum, if certain criteria are met.
(g) FORFEITURES
Upon participants' termination date, the unvested portion of their
accounts are forfeited. 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: (1) to
restore amounts previously forfeited by participants but required
to be reinstated upon resumption of employment; (2) to pay
administrative expenses of the Plan; or (3) to reduce future
matching and employer contributions. If forfeitures for any year
are insufficient to restore the required forfeitures, CVS
contributes the balance required for that purpose. Forfeitures for
2000 and 1999 were approximately $2,944,956 and $1,435,000,
respectively. Forfeitures restored to participants upon resumption
of employment for 2000 and 1999 were approximately $87,327 and
$280,300, respectively.
8
401K PROFIT SHARING PLAN OF CVS CORPORATION
Notes to Financial Statements
DECEMBER 31, 2000 AND 1999
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF PRESENTATION
The accompanying financial statements have been prepared on the
accrual basis. Purchases and sales of securities are recorded on a
trade-date basis.
(b) USE OF ESTIMATES
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, and changes
therein, and disclosure of contingent assets and liabilities.
Actual results could differ from those estimates.
(c) BENEFITS PAID
Benefits are recorded when paid.
(d) INVESTMENTS
The valuation of the investments held at December 31, 2000 and
1999, is based on the fair value of the underlying funds as
determined by the Trustee, except for the investment contracts
which are valued at contract value with an insurance company. The
value fluctuates in response to various factors including, but not
limited to, the price of the shares in the underlying funds,
dividends paid, earnings and losses, and the mix of assets in the
respective fund.
(e) NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("SFAS No. 133"). SFAS No. 133 requires that an entity
recognize all derivatives and measure those instruments at fair
value.
SFAS No. 133 is effective for fiscal years beginning after June
15, 2000. Pursuant to SFAS No. 137, the Plan is required to adopt
SFAS No. 133 effective January 1, 2001. Management has not yet
determined the impact of SFAS No. 133 on the Plan financial
statements.
(3) LOANS TO PARTICIPANTS
Under the terms of the Plan, 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 home purchase loan.
9
401K PROFIT SHARING PLAN OF CVS CORPORATION
Notes to Financial Statements
DECEMBER 31, 2000 AND 1999
(4) INVESTMENT POLICY
At December 31, 2000 and 1999, most of the Plan's assets were allocated
among the investment options discussed in note 1(d) based on employees'
elections. The investment options are administered by independent
investment managers. Employee asset allocations that are awaiting
processing are temporarily invested in commingled funds held by a
bank-administered trust fund. These commingled funds are also used to
account for and administer participants' loans. The loan repayments and
interest earned are allocated to each of the investment funds based upon
the participants' contribution election percentages.
Net unrealized appreciation (depreciation) represents the net difference
between the fair value of the investment and its historical cost basis if
purchased during the plan year or the change in its fair value during the
plan year. During 2000 and 1999, the Plan's investments (including
investments bought, sold and held during the year) experienced net
appreciation (depreciation) as follows:
2000 1999
--------------------------------------- ---------------------------------------
REALIZED UNREALIZED REALIZED UNREALIZED
----------------- ------------------ ----------------- ------------------
Mutual Funds $ 42,145,527 (15,139,872) 50,066,718 42,468,188
The following represents total investments segregated by investment type.
Investments that represent 5 percent or more of the fair value of the
Plan's assets are marked by an asterisk.
2000 1999
---------------------- ------------------
Mutual Funds:
Vanguard Index Trust 500 Portfolio Fund $ 192,762,764* 241,349,271*
PIMCO Total Return Admin Fund 46,642,010 27,538,639
Templeton International Fund 44,346,304 57,035,936*
Invesco Small Company Growth Fund 9,467,967 --
Janus Worldwide Fund 60,636,400* 25,353,200
Galaxy Small Cap Value Fund 52,795,467 24,896,830
J & W Seligman Large Cap Value Fund 147,163,424* 105,250,532*
Columbus Circle Core Equity Fund 229,052,514* 234,269,839*
CVS Corporation Common Stock Fund 76,108,952* 55,493,472*
Commingled Fund 324,179 1,169,012
---------------------- ------------------
859,299,981 772,356,731
Loans to participants 33,888,185 18,803,324
GIC Fund 176,656,187* 187,037,300*
---------------------- ------------------
$ 1,069,844,353 978,197,355
====================== ==================
10
401K PROFIT SHARING PLAN OF CVS CORPORATION
Notes to Financial Statements
DECEMBER 31, 2000 AND 1999
(5) PLAN TERMINATION
Although it has not expressed any intent to do so, CVS 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 CVS terminated
the Plan, all participants in the Plan would become fully vested.
(6) FEDERAL INCOME TAXES
The Plan is qualified pursuant to Section 401(a) of the Code, and the
trust established under the Plan to hold the Plan's assets is exempt from
Federal income taxes pursuant to Section 501(a) of the Code; accordingly,
the trust's net investment income is exempt from income taxes. The Plan
has obtained a favorable tax determination letter from the Internal
Revenue Service and the Plan's sponsor believes that the Plan, as
amended, continues to qualify and operate as designed.
(7) REGULATORY REVIEW
On July 16, 1998, the Plan received correspondence from the U.S.
Department of Labor (DOL) that a review was scheduled for the Plan years
ended December 31, 1994, 1995 and 1996. The DOL requested certain Plan
information from the Company to perform its review, which has been
supplied to the DOL as requested. On December 27, 1999, the Plan received
correspondence from the DOL stating that their review has been concluded
and no further action by the DOL is contemplated at this time.
11
401K PROFIT SHARING PLAN OF CVS CORPORATION
Schedule of Assets Held for Investment Purposes at End of Year
December 31, 2000
PAR VALUE/ IDENTITY
NUMBER OF OF CURRENT
FUND SHARES ISSUE DESCRIPTION COST VALUE
--------------------------------- -------------------------------- ----------------------------------- ----------- ---------------
Commingled 33,888,185 Loans to participants* Prime plus 1% at loan request date $ -- $ 33,888,185
320,764 Bank of New York* Collective Short-Term Investment
Fund Non-Discretionary 320,764 320,763
198 AT&T Corp Com Common Stock -- 3,416
------------
Commingled Subtotal 34,212,364
------------
Lifestyle Conservative 33,512 Vanguard Institutional Index Fund Mutual Fund 3,955,614 4,045,609
552,986 PIMCO Funds Total Return Mutual Fund 5,667,900 5,745,522
9,821,304 State Street Bank Various GICs held at State Street;
due 9/15/05 9,821,304 9,821,304
------------
Lifestyle Conservative Subtotal 19,612,435
------------
Lifestyle Moderate 61,382 Vanguard Institutional Index Fund Mutual Fund 7,101,003 7,410,055
1,622,400 PIMCO Funds Total Return Mutual Fund 16,655,437 16,856,740
524,964 Templeton Foreign Fund Mutual Fund 5,093,015 5,428,124
441,778 Galaxy Small Cap Mutual Fund 5,852,960 5,918,106
5,343,384 State Street Bank Various GIC held at State Street;
due 9/15/05 5,343,384 5,343,384
------------
Lifestyle Moderate Subtotal 40,956,409
------------
12
401K PROFIT SHARING PLAN OF CVS CORPORATION
Schedule of Assets Held for Investment Purposes at End of Year (Continued)
December 31, 2000
PAR VALUE/ IDENTITY
NUMBER OF OF CURRENT
FUND SHARES ISSUE DESCRIPTION COST VALUE
---------------- ---------------- -------------------------------- ---------------- --------------- ---------------
Lifestyle Aggressive 44,849 Vanguard Institutional Index Fund Mutual Fund $ 5,260,941 5,414,183
1,188,978 PIMCO Funds Total Return Mutual Fund 12,156,149 12,353,482
867,431 Templeton Foreign Fund Mutual Fund 8,492,744 8,969,239
1,452,803 Galaxy Small Cap Mutual Fund 19,338,510 19,461,934
-------------
Lifestyle Aggressive Subtotal 46,198,838
-------------
International Equity Fund 2,896,416 Templeton Foreign Fund Mutual Fund 28,985,935 29,948,941
-------------
Core Equity Fund 1,457,032 Vanguard Institutional Index Fund Mutual Fund 164,151,596 175,892,917
-------------
Growth & Income Fund 50,000 Kimberly-Clark Corp. Common Stock 2,630,414 3,534,500
64,200 Costco Whsl Corp. Common Stock 2,259,455 2,563,988
185,000 Conagra, Inc. Common Stock 3,871,905 4,810,000
135,000 Dole Food Inc Common Stock 3,725,691 2,210,625
70,000 Safeway, Inc. Common Stock 3,198,328 4,375,000
125,714 Qwest Communications Intl Inc. Common Stock 5,255,488 5,138,560
110,000 Dial Corporation Common Stock 3,095,745 1,210,000
130,000 Philip Morris Companies, Inc. Common Stock 5,417,952 5,720,000
134,890 Ford Motor Company Common Stock 4,303,576 3,161,484
85,000 Radioshack Corp. Common Stock 2,504,921 3,639,063
110,000 B F Goodrich Company Common Stock 3,782,532 4,001,250
51,700 United Health Group Inc. Common Stock 1,182,799 3,173,088
135,000 Dow Chemical Company Common Stock 4,319,724 4,944,375
120,000 International Paper Company Common Stock 4,268,846 4,897,500
55,000 American Home Products Corp. Common Stock 2,149,904 3,495,250
50,000 Baxter Intl., Inc. Common Stock 3,041,406 4,415,625
320,000 Humana, Inc. Common Stock 4,090,850 4,880,000
80,000 Medtronic, Inc. Common Stock 3,452,812 4,830,000
13
401K PROFIT SHARING PLAN OF CVS CORPORATION
Schedule of Assets Held for Investment Purposes at End of Year (Continued)
December 31, 2000
PAR VALUE/ IDENTITY
NUMBER OF OF CURRENT
FUND SHARES ISSUE DESCRIPTION COST VALUE
---------------- ---------------- -------------------------------- ---------------- --------------- ---------------
60,000 UTD Technologies Common Stock 3,453,004 4,717,500
177,371 Georgia Pacific Group Common Stock 5,201,523 5,520,672
53,300 Edison Intl Common Stock 801,793 832,812
72,000 Texaco, Inc. Common Stock 3,880,527 4,473,000
55,000 El Paso Energy Corp Common Stock 2,235,296 3,939,375
120,000 Allstate Corp. Common Stock 4,272,034 5,227,500
60,000 International Business Machines Common Stock 5,353,824 5,100,000
200,000 Sprint Corp. Common Stock 5,285,734 4,062,500
85,000 Bank of NY Co., Inc. Common Stock 3,177,938 4,690,937
86,666 Citigroup, Inc. Common Stock 2,804,888 4,425,383
120,000 Chase Manhattan Corp. Common Stock 4,703,360 5,452,500
120,000 Summit Bancorp Common Stock 5,221,942 4,582,500
110,000 Washington Mut., Inc. Common Stock 4,415,746 5,836,875
45,000 Federal Natl Mtg Assn (D/B/A Fannie Common Stock
Mae) 3,235,597 3,903,750
100,000 St. Paul Cos., Inc. VTC Common Stock 3,401,249 5,431,250
177,700 Unumprovident Corp Common Stock 4,153,527 4,775,688
3,190,874 Bank of New York* Collective short
term investment
fund non-
discretionary 3,190,874 3,190,874
-------------
Growth & Income Subtotal 147,163,424
-------------
Large Cap Growth Fund 121,000 Anheuser-Busch Co. Common Stock 4,063,825 5,505,500
185,000 Pepsico Inc. Common Stock 6,892,709 9,169,063
53,000 Applera Corp Com Applied Biosystems Grp Common Stock 1,319,942 4,985,313
170,300 Pfizer Inc. Common Stock 5,734,337 7,833,800
139,000 Pharmacia Corp Common Stock 7,815,699 8,479,000
77,000 Teva Pharmaceutical Inds ADR Common Stock 2,877,663 5,640,250
346,800 Sysco Corp Common Stock 6,592,242 10,404,000
81,500 Walmart Stores, Inc. Common Stock 3,465,247 4,329,688
79,000 Kohls Corp Common Stock 4,047,376 4,819,000
72,500 McKesson HBOC Inc. Common Stock 2,376,449 2,602,025
71,000 Affymetrix Inc. Common Stock 4,926,529 5,285,062
14
401K PROFIT SHARING PLAN OF CVS CORPORATION
Schedule of Assets Held for Investment Purposes at End of Year (Continued)
December 31, 2000
PAR VALUE/ IDENTITY
NUMBER OF OF CURRENT
FUND SHARES ISSUE DESCRIPTION COST VALUE
---------------- ---------------- ------------------------------ ---------------- --------------- ---------------
230,000 HCA-Healthcare Common Stock 5,788,648 10,122,300
79,500 King Pharmaceuticals Common Stock 3,753,887 4,109,156
192,700 Waste Management Inc. Common Stock 3,515,858 5,347,425
93,100 Bea Sys Inc. Common Stock 3,513,906 6,266,794
186,000 Broadvision Inc. Common Stock 4,344,007 2,197,125
42,000 Check Point Software Common Stock
Technologies LTD 4,774,914 5,609,625
51,500 Comverse Technology Inc. Common Stock 5,187,603 5,594,188
124,000 Palm Inc. Common Stock 4,546,348 3,510,750
44,000 Adobe Sys., Inc. Common Stock 3,034,436 2,560,250
72,200 America Online, Inc. Common Stock 2,914,830 2,512,560
66,900 Ciena Corp. Common Stock 1,431,961 5,435,625
154,000 Cisco Sys, Inc. Common Stock 5,431,635 5,890,500
90,000 Siebel Sys Inc. Common Stock 5,288,708 6,086,250
91,000 Waters Corp. Common Stock 3,066,491 7,598,500
72,000 BJ Svcs Co. Common Stock 4,644,899 4,959,000
60,500 Coastal Corp. Common Stock 2,979,169 5,342,906
80,000 Schlumberger Limited Common Stock 5,519,798 6,395,000
92,500 Aes Corporation Common Stock 2,532,442 5,122,188
152,000 Calpine Corp. Common Stock 3,238,084 6,849,500
100,900 Bank One Corp. Common Stock 3,749,391 3,695,462
64,000 Countrywide CR Inds Inc. Common Stock 3,079,839 3,216,000
99,000 Federal Natl Mtg. Assn (D/B/A
Fannie Mae) Common Stock 7,121,368 8,588,250
65,000 Golden West Financial Corp. Common Stock 3,549,611 4,387,500
70,300 Enron Corp. Common Stock 2,082,638 5,843,687
84,500 USA ED Inc. Common Stock 4,517,847 5,746,000
164,000 Citigroup, Inc. Common Stock 4,907,889 8,374,250
80,000 Wells Fargo & Co. Common Stock 3,308,956 4,455,000
14,184,022 Bank of New York* Collective
short-term
investment fund
non-discretionary
14,184,022 14,184,022
--------------
Large Cap Growth Fund Subtotal 229,052,514
--------------
Small Cap Growth Fund 616,805,685 Invesco Small Company Growth Mutual Fund 11,371,177 9,467,967
--------------
15
401K PROFIT SHARING PLAN OF CVS CORPORATION
Schedule of Assets Held for Investment Purposes at End of Year (Continued)
December 31, 2000
PAR VALUE/ IDENTITY
NUMBER OF OF CURRENT
FUND SHARES ISSUE DESCRIPTION COST VALUE
---------------- ---------------- ------------------------------ ---------------- --------------- ---------------
Diversified Bond Fund 1,124,761 Pimco Fds Total Return Mutual Fund 11,364,363 11,686,266
-------------
Small Cap Value Fund 2,046,520 Galaxy Small Cap Mutual Fund 27,730,227 27,415,427
-------------
Global Equity Fund 1,066,416 Janus Worldwide Fund Mutual Fund 78,580,743 60,636,400
-------------
Investment Contract Fund 161,491,500 State Street Bank Various GICs held
at State Street;
due 9/15/05 161,491,500 161,491,500
-------------
CVS Stock Fund 1,244,562 CVS Corporation* Common Stock 17,066,447 74,595,934
1,513,017 Bank of New York* Collective short
term investment
fund non-
discretionary 1,513,017 1,513,017
-------------
76,108,951
-------------
$ 1,069,844,353
=============
*Party-in-interest
See accompanying independent auditor's report.
16
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustee
(or other persons who administer the employee benefit plan) have duly caused
this annual report to be signed on its behalf by the undersigned thereunto duly
authorized.
401(K) PROFIT SHARING PLAN OF
CVS CORPORATION
Date: June 29, 2001 By: /s/ David B. Rickard
----------------------------------
David B. Rickard
Executive Vice President and Chief
Financial Officer
EXHIBIT INDEX
EXHIBIT DESCRIPTION
23 Consent of Independent Accounts
17