(c) Stock Repurchases
The following table presents the total number of shares purchased in the three months ended March 31, 2015, the average price paid per share and the approximate dollar value of shares that still could have been purchased at the end of the applicable fiscal period, pursuant to the 2014 and 2013 Repurchase Programs. See Note 3 to the condensed consolidated financial statements.
Fiscal Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that
May Yet Be Purchased Under the
Plans or Programs January 1, 2015 through January 31, 2015 16,795,255 $ 94.49 16,795,255 $ 10,684,839,660
February 1, 2015 through February 28, 2015 — $ — — $ 10,684,839,660
March 1, 2015 through March 31, 2015 — $ — — $ 10,684,839,660
Item 6. Exhibits
Exhibits:
Exhibits marked with an asterisk (*) are hereby incorporated by reference to exhibits or appendices previously filed by the Registrant as indicated in brackets following the description of the exhibit.
3.1* Amended and Restated Certificate of Incorporation of the Registrant [incorporated by reference to Exhibit 3.1 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (Commission File No. 001- 01011)].
3.1A*Certificate of Amendment to the Amended and Restated Certificate of Incorporation, effective May 13, 1998 [incorporated by reference to Exhibit 4.1A to Registrant’s Registration Statement No. 333-52055 on Form S-3/A dated May 18, 1998 (Commission File No. 001-01001)].
3.1B*Certificate of Amendment to the Amended and Restated Certificate of Incorporation [incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K dated March 22, 2007 (Commission File No. 001-01011)]. 3.1C*Certificate of Merger dated May 9, 2007 [incorporated by reference to Exhibit 3.1C to Registrant’s Quarterly Report
on Form 10-Q dated November 1, 2007 (Commission File No. 001-01011)].
3.1D* Certificate of Amendment to the Amended and Restated Certificate of Incorporation [incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated May 13, 2010 (Commission File No. 001-01011)]. 3.1E* Certificate of Amendment to the Amended and Restated Certificate of Incorporation [incorporated by reference to
Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated May 10, 2012 (Commission File No. 001-01011)]. 3.1F* Certificate of Amendment to the Amended and Restated Certificate of Incorporation [incorporated by reference to
Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated May 13, 2013 (Commission File No. 001-01011)]. 3.1G* Certificate of Amendment to the Amended and Restated Certificate of Incorporation [incorporated by reference to
Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated September 3, 2014 (Commission File No. 001- 01011)].
3.2* By-laws of Registrant, as amended and restated [incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K dated September 3, 2014 (Commission File No. 001-01011)].
10.1 Change in Control Agreement dated October 1, 2012 between the Registrant and the Registrant’s Executive Vice President, Chief Health Strategy Officer and General Counsel.
10.2 Restrictive Covenant Agreement dated June 1, 2014 between the Registrant and the Registrant’s Executive Vice President, Chief Health Strategy Officer and General Counsel.
15.1 Letter re: Unaudited Interim Financial Information. 18 Letter re: Changes in Accounting Principle.
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101 The following materials from the CVS Health Corporation Quarterly Report on Form 10-Q for the three months ended March 31, 2015 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed
Consolidated Statements of Income, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows and (v) related Footnotes to the Condensed Consolidated Financial Statements.
Signatures:
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.
CVS Health Corporation
(Registrant)
/s/ David M. Denton David M. Denton
Executive Vice President and Chief Financial Officer May 1, 2015
Part II
Exhibit 15.1
Letter re: Unaudited Interim Financial Information
May 1, 2015
The Board of Directors and Shareholders: CVS Health Corporation
We are aware of the incorporation by reference in the Registration Statements (Nos. 333-49407, 333-34927, 333-28043, 333- 91253, 333-63664, 333-139470, 333-141481 and 333-167746 on Form S-8 and 333-187440 and 333-200217 on Form S-3ASR) of CVS Health Corporation of our report dated May 1, 2015 relating to the unaudited condensed consolidated interim financial statements of CVS Health Corporation that are included in its Form 10-Q for the quarter ended March 31, 2015.
/s/ Ernst & Young LLP Boston, Massachusetts
Part II
Exhibit 18
Letter re: Changes in Accounting Principle
May 1, 2015 Mr. David Denton
Executive Vice President and Chief Financial Officer CVS Health Corporation One CVS Drive
Woonsocket, RI 02895 Dear Mr. Denton:
Note 2 of the Notes to the Condensed Consolidated Financial Statements of CVS Health Corporation included in its Form 10-Q for the quarter ended March 31, 2015 describes changes in the methods of accounting for front store inventories in the Retail Pharmacy Segment from a lower of cost or market on a first-in, first-out (“FIFO”) basis in retail stores using the retail inventory method and in the distribution centers from the FIFO cost method to a lower of cost or market using the weighted-average cost method. There are no authoritative criteria for determining a “preferable” method for accounting for inventory based on the particular circumstances; however, we conclude that such changes in the methods of accounting are to an acceptable alternative method which, based on your business judgment to make these changes and for the stated reasons, is preferable in your circumstances. We have not conducted an audit in accordance with the standards of the Public Company Accounting Oversight Board (United States) of any financial statements of the Company as of any date or for any period subsequent to December 31, 2014, and therefore we do not express any opinion on any financial statements of CVS Health Corporation subsequent to that date.
Very truly yours,
/s/ Ernst & Young LLP Boston, Massachusetts