As previously disclosed, on September 19, 2012, the Board of Directors of CVS Caremark Corporation (the "Corporation") approved a share repurchase program (the "2012 Repurchase Program") for up to $6.0 billion of the Corporation's outstanding common stock. The authorization under the 2012 Repurchase Program, which took effect immediately, permits the Corporation to effect the repurchases from time to time through a combination of open market repurchases, privately negotiated transactions, accelerated share repurchases and/or other derivative transactions.

On September 19, 2012, the Corporation entered into an accelerated share repurchase transaction (the "transaction") with Barclays Bank PLC (the "seller"). Under the terms of the transaction, the Corporation purchases outstanding shares of common stock from the seller for $1.2 billion. The seller makes an initial delivery of shares to the Corporation shortly after execution of the transaction, and may deliver additional shares to the Corporation at or prior to maturity of the transaction. The total number of shares to be repurchased will be based generally on the average daily volume weighted average price of the stock during the term of the transaction. Under certain circumstances, the Corporation may be required to return to the seller a portion of the initial shares received or make an additional cash payment to the seller. The transaction is scheduled to extend for approximately three months, but it may conclude earlier at the seller's option, and may be terminated early upon the occurrence of certain events. The agreement for the accelerated share repurchase transaction is attached as Exhibit 10.1 to this Current Report on Form 8-K.

The transaction utilized approximately $1.0 billion authorized under the 2012 Repurchase Program and approximately $200 million that remained authorized under a share repurchase program approved in August 2011 (the "2011 Repurchase Program"), completing the 2011 Repurchase Program. With respect to the remaining approximately $5.0 billion of the 2012 Repurchase Program, there can be no assurance as to the amount, timing or prices of repurchases. The specific timing and amount of repurchases will vary based on market conditions and other factors. The 2012 Repurchase Program may be modified, extended or terminated by the Board of Directors at any time.

From time to time, Barclays Bank PLC and/or its affiliates have directly and indirectly engaged, and may engage in the future, in investment and/or commercial banking transactions with the Corporation for which they have received, or may receive, customary compensation, fees and expense reimbursement.

(d) Exhibits

Exhibit
  No.                                    Description

10.1       Confirmation between Barclays Bank PLC and CVS Caremark Corporation
           dated September 19, 2012.