CVS 11-K FY2014


 
 
 
 
 


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
_________________________________________
 
FORM 11-K
 
_________________________________________
  
 
ý                ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2014
 
OR
 
o                   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from          to

Commission File Number:  001-01011
 
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP PLAN
OF CVS HEALTH CORPORATION AND AFFILIATED COMPANIES
(Full title of the Plan)
 
_________________________________________
 
CVS HEALTH CORPORATION
(Name of issuer of the securities held pursuant to the plan)
 
One CVS Drive
Woonsocket, RI 02895
(Address of principal executive offices of issuer)

 
 
 
 
 






THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP PLAN
OF CVS HEALTH CORPORATION AND AFFILIATED COMPANIES
YEARS ENDED DECEMBER 31, 2014 AND 2013


CONTENTS


 


 
 
Page
 
 
 
 
 
 
 
FINANCIAL STATEMENTS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SUPPLEMENTAL SCHEDULE:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




1




Report of Independent Registered Public Accounting Firm
 
The Administrative Subcommittee of
The 401(k) Plan and the Employee Stock Ownership
Plan of CVS Health Corporation and Affiliated Companies
 
We have audited the accompanying statements of net assets available for benefits of The 401(k) Plan and the Employee Stock Ownership Plan of CVS Health Corporation and Affiliated Companies as of December 31, 2014 and 2013, and the related statements of changes in net assets available for 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and 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 benefits of The 401(k) Plan and the Employee Stock Ownership Plan of CVS Health Corporation and Affiliated Companies at December 31, 2014 and 2013, and the changes in its net assets available for benefits for the years then ended in conformity with U.S. generally accepted accounting principles.
The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2014, has been subjected to audit procedures performed in conjunction with the audit of The 401(k) Plan and the Employee Stock Ownership Plan of CVS Health Corporation and Affiliated Companies’ financial statements. The information in the supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the information, we evaluated whether such information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole.

 
/s/ Ernst & Young LLP
 
Boston, Massachusetts
June 25, 2015










1



THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP PLAN
OF CVS HEALTH CORPORATION AND AFFILIATED COMPANIES
 
Statements of Net Assets Available for Benefits
December 31, 2014 and 2013
 


 
 
2014
 
 
2013
 
Assets:
 
 
 
 
 
 
Investments, at fair value (Note 3):
 
 
 
 
 
 
Cash
 
$
16,416

 
 
$
658

 
Common collective trust funds (Note 2 (b))
 
988,887,559
 
 
 
987,889,778
 
 
Guaranteed investment contracts (Note 2 (b))
 
9,214,226
 
 
 
87,608,383
 
 
Synthetic guaranteed investment contracts (Note 2 (b))
 
197,345,661
 
 
 
110,251,396
 
 
Security-backed investment contracts (Note 2 (b))
 
394,413,778
 
 
 
230,363,172
 
 
Mutual funds (Note 2 (b))
 
4,329,782,789
 
 
 
4,054,498,837
 
 
Common stock (Note 2 (b))
 
2,228,722,312
 
 
 
1,956,115,313
 
 
Total investments
 
8,148,382,741
 
 
 
7,426,727,537
 
 
Receivables:
 
 
 
 
 
 
Interest and dividends (Note 2 (g))
 
2,766,188
 
 
 
2,618,963
 
 
Employer contributions (Note 1 (c))
 
8,727,750
 
 
 
7,565,118
 
 
Notes receivable from participants (Note 4)
 
180,795,702
 
 
 
176,155,139
 
 
Total receivables
 
192,289,640
 
 
 
186,339,220
 
 
 
 
 
 
 
 
 
Total assets at fair value
 
8,340,672,381
 
 
 
7,613,066,757
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
Accrued expenses and other liabilities
 
6,213,437
 
 
 
11,031,136
 
 
 
 
 
 
 
 
 
Total liabilities
 
6,213,437
 
 
 
11,031,136
 
 
 
 
 
 
 
 
 
Net assets available for benefits at fair value
 
8,334,458,944
 
 
 
7,602,035,621
 
 
 
 
 
 
 
 
 
Adjustments from fair value to contract value for fully benefit-responsive investment contracts
 
(11,070,560
)
 
 
(4,053,649
)
 
 
 
 
 
 
 
 
Net assets available for benefits
 
$
8,323,388,384

 
 
$
7,597,981,972

 
 
See accompanying notes to financial statements.


2




THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP PLAN
OF CVS HEALTH CORPORATION AND AFFILIATED COMPANIES
 
Statements of Changes in Net Assets Available for Benefits
Years Ended December 31, 2014 and 2013
 


 
 
2014
 
 
2013
 
Investment activity:
 
 
 
 
 
 
Interest and dividend income (Note 2 (g))
 
$
156,924,457

 
 
$
120,514,388

 
Transfer into plan assets (Note 1 (a))
 
 
 
 
10,358,784
 
 
Realized and unrealized gains (Notes 3 and 5)
 
549,736,005
 
 
 
1,266,304,120
 
 
Total investment activity
 
706,660,462
 
 
 
1,397,177,292
 
 
 
 
 
 
 
 
 
Contributions:
 
 
 
 
 
 
Employer contributions (Note 1 (c))
 
218,409,598
 
 
 
205,507,806
 
 
Employee contributions (Note 1 (c))
 
367,685,881
 
 
 
342,008,237
 
 
Rollovers
 
24,553,586
 
 
 
15,452,524
 
 
Total contributions
 
610,649,065
 
 
 
562,968,567
 
 
 
 
 
 
 
 
 
Deductions:
 
 
 
 
 
 
Benefits paid to participants (Notes 1 (f) and 2 (c))
 
577,958,380
 
 
 
523,864,582
 
 
Administrative expenses (Note 1 (g))
 
13,944,735
 
 
 
14,425,971
 
 
Total deductions
 
591,903,115
 
 
 
538,290,553
 
 
 
 
 
 
 
 
 
Net increase in net assets for the year
 
725,406,412
 
 
 
1,421,855,306
 
 
 
 
 
 
 
 
 
Net assets beginning of the year
 
7,597,981,972
 
 
 
6,176,126,666
 
 
 
 
 
 
 
 
 
Net assets end of the year
 
$
8,323,388,384

 
 
$
7,597,981,972

 
 
See accompanying notes to financial statements.












3



 THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP PLAN
OF CVS HEALTH CORPORATION AND AFFILIATED COMPANIES
 
Notes to Financial Statements
Years Ended December 31, 2014 and 2013

Note 1 - Plan Description
 
The following description of The 401(k) Plan and the Employee Stock Ownership Plan (the “ESOP”) of CVS Health Corporation (“CVS Health” or the “Company”) and Affiliated Companies (the “Plan” or "Future Fund") provides only general information. Participants should refer to the Plan documents for a more complete description of the Plan’s provisions.
 
(a)                  Background
 
The Plan is a defined contribution plan 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 “Benefit Plans Committee”) of not less than three persons appointed by the Board of Directors of CVS Health, the sponsor of the Plan. In accordance with the provisions of the Plan, the Benefit Plans Committee has appointed a plan administrator (the “Administrator”) and 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 Benefit Plans Committee and the Administrator. Effective January 2009, the Benefit Plans Committee further named an Administrative Subcommittee and an Investment Subcommittee and delegated certain fiduciary duties to each of the Committees.
 
The Plan was established as of January 1, 1989.
 
 
(b)                     Eligibility
 
Employees are eligible to participate in the Plan upon attainment of age 21 and on the earliest of:
 
The first payroll period of the first month after completion of 90 continuous days of service as a full-time employee;

Completion of 12 months of service beginning on the employee’s hire date with at least 1,000 hours worked; or

Completion of at least 1,000 hours of service in the course of one calendar year.

Employees referred to above are defined as regular employees of the Company other than:
 
A non-resident alien receiving no United States (“U.S.”) earned income from the Company;

An individual covered under a collective bargaining agreement (unless the agreement provides for membership);

A leased employee (as defined in the Internal Revenue Code (the “Code”);

A temporary employee (as determined by the Company); or

An independent contractor or consultant (as defined by the Company).

4



(c)                      Contributions
 
Participants may elect to have the Company contribute to their accounts from 1% to 85%, as a whole percentage or dollar amount, of the eligible compensation that would otherwise be due to them, percentages can be elected in multiples of 1%, pursuant to a salary reduction agreement. Each participant’s total elective deferrals for any calendar year may not exceed 85% of annual compensation or the maximum allowed by the Code; whichever is less, as specified in the Plan document. The maximum elective deferral allowed by the Code was $17,500 for 2014 and 2013.
 
Plan participants are eligible to receive Company matching contributions on the first pay period following the completion of one full year of service with the Company. On a quarterly basis, the Company matches in cash 100% up to 5% of eligible pretax compensation contributed, up to an annual maximum per employee of $13,000 and $12,750 for 2014 and 2013, respectively.
 
All employees that are at least age 50 in the calendar year that contribute the maximum amount to the Plan are permitted to make additional pretax catch-up contributions. Catch-up contributions may be made up to an additional $5,500 for 2014 and 2013.

(d)                    Participant’s Account
 
Each participant’s account is credited with an allocable share of their selected Plan’s investments and any unrealized appreciation or depreciation and interest and dividends of those investments.
 
(e)               Vesting
 
Participants are 100% vested in participant and Company matching contributions.

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 non-forfeitable right to (1) their accounts upon retirement, death or disability, and (2) any elective deferrals described in Note 1(c).
 
(f)                        Payment of Benefits
 
Upon termination of service by the participant, the Administrator will direct the Trustee to pay to the participant their benefit under one or more options, such as a single lump-sum, or in equal annual installments over a period not to exceed the participant's expected lifetime.
 
(g)                     Administrative Expenses
 
Administrative expenses specifically attributable to the Plan and not covered by forfeitures were funded by the Plan for 2014 and 2013. Trustee’s fees were paid by the Plan for 2014 and 2013.
 
(h)                     Forfeitures
 
On a participant’s termination date, any unvested portion of their account is forfeited at the earlier of distribution or five years from the date of termination. Prior to January 1, 2006, the Plan contained vesting schedules for Company matching contributions which could lead to forfeited matching contributions if a participant did not satisfy the criteria to vest the contributions on the termination date. 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: (i) to restore amounts previously forfeited by participants but required to be reinstated upon resumption of employment; (ii) to pay administrative expenses of the Plan; or (iii) to reduce future CVS Health contributions. If forfeitures for any plan year are insufficient to restore the required forfeitures, CVS Health shall contribute the balance required for that purpose.
 

5


Cash forfeitures for 2014 and 2013 were $156,029 and $38,632, respectively. There were no cash forfeitures restored to participants upon resumption of employment in 2014 or 2013. The remainder of the forfeitures for each year were applied to the administrative expenses of the Plan and to reduce the CVS Health contribution.

(i)                        Investment Options
 
Upon enrollment in the Plan, a participant elects to direct contributions or investment balances to the investment fund options offered by the Plan. Participants may modify investment elections daily thereafter. The Plan’s investments are composed of guaranteed insurance contracts, securities of CVS Health and securities of unaffiliated issuers. The securities in unaffiliated issuers include marketable mutual funds, security-backed investment contracts, common collective trusts, and separately managed funds, composed of marketable securities. The following is a brief explanation of each fund’s investment objectives:
 
Aggressive Lifestyle Fund
 
The fund invests in the following Future Fund investment options: Small Cap Growth, Small Cap Value, International Equity, International Equity Index, Large Cap Growth, Core Equity, Growth & Income, Diversified Bond, and Alternative Strategy Fund (Blackrock Global Allocation Collective Fund M). This fund has the following composite benchmarks: Russell 1000 Index, Barclays Capital Aggregate Bond Index, Standard & Poors (“S&P”) 500 Composite Stock Index (“S&P 500”), Morgan Stanley Capital International (“MSCI”) All Countries World Index excluding the United States (“MSCI ACWI EX US”) Index, and the Russell 2000 Index.

Conservative Lifestyle Fund
 
The fund invests in the following Future Fund investment options: Small Cap Growth, Small Cap Value, International Equity, International Equity Index Large Cap Growth, Core Equity, Growth & Income, Inflation-Protected Bond, Diversified Bond, U.S. Bond Index Fund and Stable Value Fund. This fund has the following composite benchmarks: Russell 1000 Index, Barclays Capital Aggregate Bond Index-Barclays Capital ESTIPS Index, S&P 500 Index, 3-Year U.S. Treasury Index, Russell 2000 Index, and the MSCI ACWI EX US Index.
 
Core Equity Fund
 
The Vanguard Institutional Index Fund seeks to replicate the total return of the S&P 500 by investing in stocks that make up the index. The S&P 500 Index consists mainly of large companies and represents approximately 75% of the U.S. stock market value.
 
CVS Health Common Stock Fund
 
CVS Health Common Stock Fund seeks long-term growth and dividend income by purchasing shares of CVS Health common stock.

Diversified Bond Fund
 
The PIMCO Total Return Institutional Class Fund is a core bond fund that seeks to outperform the Barclays Capital Aggregate Bond Index. Investments may include government and corporate debt securities, mortgage and other asset-backed securities, money market instruments, and derivatives.
 
Global Equity Fund
 
The American Funds New Perspective Fund seeks long-term growth of capital by investing in a variety of foreign and domestic companies. The fund tries to outperform the MSCI Country World Index, which measures the performance of U.S. and international stock markets.

Growth and Income Fund
 
This fund is co-managed by Columbia, Mellon Capital, and Barrow Hanley exclusively for CVS Health participants and seeks long-term growth of capital and dividend income through participation in the stock market.

6


This fund invests primarily in the common stock of U.S.-based, well-established, medium- to large-sized companies. This fund is benchmarked by the Russell 1000 Value Index.

Inflation-Protected Fund
 
The Vanguard Inflation-Protected Securities Fund Institutional Shares seeks to provide investors inflation protection and income consistent with investments in inflation-indexed securities. This fund invests primarily in high-quality inflation-indexed bonds issued by the U.S. government, its agencies and instrumentalities, and corporations.

International Equity Fund
 
The Templeton Foreign Equity Series-Primary Shares Fund seeks long-term growth of capital through participation in stock markets outside the United States. The fund invests mainly in the common stock of companies based in more developed countries, but may also include investments in developing countries. It is benchmarked by the MSCI ACWI EX US Index.
 
International Equity Index Fund
 
The Vanguard Developed Markets Index Fund's, Institutional Plus Shares seeks to track the performance of a benchmark index that measures the investment's return of stocks issued by companies located in the major markets of Europe and the Pacific region. The fund investment approach is designed to track the performance of the FTSE Developed Markets ex North America Index.
 
Large Cap Growth Fund
 
This fund is co-managed by Columbus Circle, T. Rowe Price, and Mellon Capital exclusively for CVS Health participants and seeks long-term growth of capital through participation in the stock market. The fund invests primarily in the common stock of established large companies that are based in the United States and that represent industries expected to out-perform the stock market as a whole. This fund is benchmarked by the Russell 1000 Growth Index.
 
Mid Cap Index Fund
 
The Vanguard Mid Cap Index Fund Institutional Plus Shares seeks to track the performance of a benchmark index that measures the investment return of mid-capitalization stocks. The fund is designed to track the performance of the CRSP Mid Cap Index, a broadly diversified index of the stocks of medium-size U.S. companies.

Moderate Lifestyle Fund
 
The fund invests in the following Future Fund investment options: Small Cap Growth, Small Cap Value, International Equity, International Equity Index, Large Cap Growth, Core Equity, Growth & Income, Inflation-Protected Bond, Diversified Bond, U.S. Bond Index Fund, and Stable Value Fund. The composite benchmark has been determined as follows: Russell 1000 Index, Barclays Capital Aggregate Bond Index, S&P 500 Index, MSCI EAFE Ex U.S. Index, Russell 2000 Index, and the 3-Year U.S. Treasury Index.
 
Small Cap Growth Fund
 
The Vanguard Explorer Fund Admiral Shares 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, making it a high-risk investment with potential for large rewards. This fund is benchmarked by the Russell 2500 Growth Index.

Small Cap Index Fund
 
The Vanguard Small Cap Index Fund, Institutional Plus Shares seeks to track the performance of a benchmark index that measures the investment return of small capitalization stocks. This fund is benchmarked by the Russell 2500 Growth Index.
 

7


Small Cap Value Fund
 
This fund is co-managed by Dimensional Fund Advisors ("U.S. Targeted Value I Portfolio") and Wells Fargo Pelican ("MWCM Small Cap Intrinsic Value Equity Strategy"). This blended fund seeks long-term growth by investing primarily in stocks of small to medium-sized companies, which are believed to offer superior earnings growth or appear to be undervalued. This fund is benchmarked by the Russell 2000 Value Index.
 
Stable Value Fund
 
This fund is managed by Galliard Capital Management and seeks to preserve capital while generating a steady rate of return higher than money market funds provide. The fund’s investments consist of cash, highly rated insurance company contracts (guaranteed investment contracts (“GICs” and “synthetic GICs”)), security-backed investment contracts, and bank investment contracts (common collective trusts (“CCTs”)). The fund is benchmarked by the 3-year U.S. Treasury Index.

U.S. Bond Index Fund
 
The Vanguard Total Bond Market Index Fund Institutional Plus Shares seeks to generate returns that track the performance of the Barclays Capital Aggregate Bond Index and will maintain a dollar-weighted average maturity consistent with that of the index.

Note 2 - Summary of Significant Accounting Policies
 
(a)                     Basis of Presentation
 
The Plan prepares its financial statements in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP), which includes the application of accrual accounting.
(b)                      Investment Valuation
 
The value of the investments held at December 31, 2014 and 2013, is based on their fair value. Shares of mutual funds are valued at quoted market prices, which represent the net asset values of shares held by the Plan at year-end. CVS Health common stock and common stock owned directly in the Small Cap Value Fund, Growth and Income Fund, and the Large Cap Growth Fund separately managed funds, are valued based upon quoted market prices.

The fair value of the Plan’s common collective trust funds represents the net asset value of the underlying investments.
 
The Plan invests in fully benefit-responsive GICs and synthetic GICs, certain fully benefit-responsive CCTs, fully benefit-responsive security-backed investment contracts, and fully benefit-responsive insurance company separate accounts. Security-backed contracts are investment contracts issued by an insurance company or other financial institution, backed by a portfolio of bonds that are owned by the Plan. The portfolio underlying the contract is maintained separately from the contract issuer’s general assets. In the case of insurance company separate accounts, the portfolio underlying the contract is maintained by the issuer, but segregated from general account assets. These investment contracts are recorded at fair value; however, since these contracts are fully benefit-responsive, an adjustment is reflected in the Statement of Net Assets Available for Benefits to present these investments at contract value. Contract value is the relevant measurement attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The contract value of the fully benefit-responsive investment contracts represents contributions plus earnings, less participant withdrawals and administrative expenses.
 
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits.
 


8


(c)                      Benefits Paid
 
Distribution of benefits are recorded when paid.

(d)                        Use of Estimates
 
The preparation of financial statements in conformity with "U.S. GAAP" requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of changes in net assets available for benefits during the reporting period. Actual results could differ from those estimates.

(e)                      Accrual Basis of Accounting
 
The Plan utilizes the accrual basis of accounting.
 
(f)                      Purchase and Sale of Securities
 
Purchases and sales of securities are made on a trade-date basis.
 
(g)                      Investment Income
 
Dividend and interest income is recorded when earned.

(h)                     Accounting policies not yet adopted
 
In May 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-07, Disclosures for Investments in Certain Entities that Calculate Net Asset Value Per Share (or its Equivalent). ASU 2015-07 removes the requirement to categorize within the fair value hierarchy investments for which fair values are estimated using the net asset value practical expedient provided by Accounting Standards Codification 820, Fair Value Measurement. Disclosures about investments in certain entities that calculate net asset value per share are limited under ASU 2015-07 to those investments for which the entity has elected to estimate the fair value using the net asset value practical expedient. ASU 2015-07 is effective for public entities for fiscal years beginning after December 15, 2015, with retrospective application to all periods presented. The Company anticipates minor disclosure changes as a result of the implementation of ASU 2015-07. Management has not elected to early adopt ASU 2015-07. 

Note 3 - Fair Value Measurements
 
The Plan uses the three-level hierarchy for the recognition and disclosure of fair value measurements. The categorization of assets and liabilities within this hierarchy is based upon the lowest level of the input that is significant to the measurement of fair value. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of the fair value hierarchy consist of the following:
 
Level 1 — Inputs to the valuation methodology are unadjusted quoted prices in active markets for identical assets or liabilities that the Plan has the ability to access at the measurement date.

Level 2 — Inputs to the valuation methodology are quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the instrument.

Level 3 — Inputs to the valuation methodology are unobservable inputs based upon management’s best estimate of inputs market participants could use in pricing the asset or liability at the measurement date, including assumptions about risk.

Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2014 and 2013.
 

9


CCT funds: Valued at the net asset value (“NAV”) as permitted by practical expedient and reported by the respective funds at each valuation date. The use of NAV is deemed appropriate as these types of investments do not have finite lives or significant restrictions on redemptions.
 
GICs: Valued at fair value by discounting the related cash flows based on current yields of similar instruments with comparable durations, and adjusting for the credit-worthiness of the issuer, if necessary. The discount rate is 1.10% as of December 31, 2014, and the discount rates ranged from 0.41% to 1.84% as of December 31, 2013.

Security-backed investment contracts and synthetic GICs:  Valued on the basis of the cumulative fair value of the underlying securities, collective funds, and wrapper contracts. Valuations for securities are furnished by independent pricing services, which determine valuations for normal institutional-size trading units of such securities using methods based on market transactions and various relationships, generally recognized by institutional traders, between securities (which includes consideration of such factors as security prices, yields, maturities, and ratings). Valuation of collective funds are based on the number of units held multiplied by the net asset value of the fund.  Valuations for wrapper contracts are calculated as the present value of the difference between the current wrapper fee and the contracted wrapper fee. Both the fees and discount rate used to calculate the present value are observable inputs.

Mutual funds: Valued at the NAV of shares held by the plan at year-end which are reported on an active market.
 
Common stock: Valued at the closing price reported on the active market on which the individual securities are traded.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The market value of CVS Health Common Stock was $96.31 and $71.57 per share at December 31, 2014 and 2013, respectively.

10



The following tables set forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2014 and 2013:

 
 
 
 
 
Investments at estimated fair value
at December 31, 2014
 
 
 
 
 
Investments at
fair value as
determined by
quoted prices
in active
markets
(Level I)
 
Valuation
techniques
based on
observable
market data
(Level II)
 
Valuation
techniques
incorporating
information
other than
observable
market data
(Level III)
 
Total
Cash
 
$
16,416
 
 
$

 
 
$

 
 
$
16,416
Common collective trust funds
 
 
 
988,887,559
 
 
 
 
988,887,559
Guaranteed investment contracts
 
 
 
 
 
 
9,214,226
 
9,214,226
Synthetic guaranteed investment contracts
 
 
 
197,345,661
 
 
 
 
197,345,661
Security-backed investment contracts
 
 
 
 
 
 
394,413,778
 
394,413,778
Mutual funds:
 
 
 
 
 
 
 
 
 
 
0
Small cap equity
 
478,331,095
 
 
 
 
 
 
 
 
478,331,095
Mid cap equity
 
438,097,242
 
 
 
 
 
 
 
 
438,097,242
Large cap equity
 
1,122,259,093
 
 
 
 
 
 
 
 
1,122,259,093
International
 
1,308,521,026
 
 
 
 
 
 
 
 
1,308,521,026
Bond
 
982,574,333
 
 
 
 
 
 
 
 
982,574,333
Total mutual funds
 
4,329,782,789
 
 
 
 
 
 
 
 
4,329,782,789
Common stock:
 
 
 
 
 
 
 
 
 
 
 
 
Small cap equity
 
120,575,095
 
 
 
 
 
 
 
 
120,575,095
Large cap equity
 
842,240,012
 
 
 
 
 
 
 
 
842,240,012
CVS Health Common Stock Fund
 
1,265,907,205
 
 
 
 
 
 
 
 
1,265,907,205
Total common stock
 
2,228,722,312
 
 
 
 
 
 
 
 
2,228,722,312
Total investments
 
$
6,558,521,517
 
 
$
1,186,233,220
 
$
403,628,004
 
$
8,148,382,741

11


 
 
 
 
 
Investments at estimated fair value
at December 31, 2013
 
 
 
 
 
Investments at
fair value as
determined by
quoted prices
in active
markets
(Level I)
 
Valuation
techniques
based on
observable
market data
(Level II)
 
Valuation
techniques
incorporating
information
other than
observable
market data
(Level III)
 
Total
Cash
 
$
658

 
 
$

 
 
$

 
 
$
658
 
Common collective trust funds
 
 
 
 
987,889,778
 
 
 
 
 
 
987,889,778
 
Guaranteed investment contracts
 
 
 
 
 
 
 
87,608,383
 
 
 
87,608,383
 
Synthetic guaranteed investment contract
 
 
 
 
110,251,396
 
 
 
 
 
 
110,251,396
 
Security-backed investment contracts
 
 
 
 
 
 
 
230,363,172
 
 
 
230,363,172
 
Mutual funds:
 
 
 
 
 
 
 
 
 
 
0
 
Small cap equity
 
498,997,618
 
 
 
 
 
 
 
 
 
498,997,618
 
Mid cap equity
 
354,600,384
 
 
 
 
 
 
 
 
 
354,600,384
 
Large cap equity
 
1,048,884,028
 
 
 
 
 
 
 
 
 
1,048,884,028
 
International
 
1,184,855,220
 
 
 
 
 
 
 
 
 
1,184,855,220
 
Bond
 
967,161,587
 
 
 
 
 
 
 
 
 
967,161,587
 
Total mutual funds
 
4,054,498,837
 
 
 
 
 
 
 
 
 
4,054,498,837
 
Common stock:
 
 
 
 
 
 
 
 
 
 
 
 
Small cap equity
 
128,463,543
 
 
 
 
 
 
 
 
 
128,463,543
 
Large cap equity
 
845,678,307
 
 
 
 
 
 
 
 
 
845,678,307
 
CVS Health Common Stock Fund
 
981,973,463
 
 
 
 
 
 
 
 
 
981,973,463
 
Total common stock
 
1,956,115,313
 
 
 
 
 
 
 
 
 
1,956,115,313
 
Total investments
 
$
6,010,614,808

 
 
$
1,098,141,174

 
 
$
317,971,555

 
 
$
7,426,727,537
 

Level 3 Gains and Losses
 
The table below sets forth a summary of changes in the fair value of the Plan’s Level 3 assets for the year ended December 31, 2014 and 2013.


 
 
Level 3 Assets
Year Ended December 31,
 
 
2014
 
2013
Balance, beginning of year
 
$
317,971,555

 
 
$
170,146,150

 
Unrealized gains relating to instruments still held at the reporting date
 
8,813,623
 
 
 
193,337
 
 
Purchases
 
155,253,465
 
 
 
230,363,172
 
 
Sales
 
(78,410,639
)
 
 
(82,731,104
)
 
Balance, end of year
 
$
403,628,004

 
 
$
317,971,555

 

Note 4 - Notes Receivable from Participants
 
Participants may obtain 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 primary residence loan. Primary residence loans initiated under the former CareSave plan, which transferred into the Plan as of December 31, 2012, were permitted to have a maximum loan repayment period of up to ten years. Participants may have two loans outstanding at any time. Interest on loans is equal to the Prime Rate as of the prior month end plus 1%.


12


Note 5 - Investment Policy
 
At December 31, 2014 and 2013, most of the Plan’s 401(k) related assets were allocated among the investment options discussed in Note 1(i) based on employees’ elections. The investment options are recommended by an independent investment consultant and approved by the Investment Subcommittee. Employee contributions that are waiting to be processed are temporarily invested in a common collective trust fund. This common collective trust fund is also used to account for and administer notes receivable from participants. The note repayments and interest earned are allocated to each of the investment funds based upon the participants’ contribution election percentages.
 
During 2014 and 2013, the Plan’s investments, including investments purchased, sold, as well as held during the year appreciated in fair value as follows:

Asset Category
 
2014
 
 
2013
 
Common collective trust funds
 
$
37,421,319

 
 
$
56,764,264
 
Mutual funds
 
85,609,269
 
 
 
627,068,855
 
Common stock
 
426,705,417
 
 
 
582,471,001
 
 
 
$
549,736,005

 
 
$
1,266,304,120
 

Note 6 - Plan Termination and Related Commitments
 
Although it has not expressed any intention to do so, the Company 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 the Company terminates the Plan, all participants in the Plan become fully vested. 

Note 7 - Federal Income Taxes
 
The Plan has received a determination letter from the Internal Revenue Service (“IRS”) dated December 17, 2013, stating that the Plan is qualified under Section 401(a) of the Code and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. Subsequent to this determination by the IRS, the Plan was amended. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes the Plan, as amended, is qualified and the related trust is tax exempt.
 
U.S. GAAP requires plan management to evaluate uncertain tax positions taken by the Plan and recognize a tax liability if the organization has taken an uncertain position that more likely than not would not be sustained upon examination by the
IRS. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The plan administrator believes it is no longer subject to income tax examinations for years prior to 2011.

 Note 8 - Transactions with Parties-In-Interest
 
As of December 31, 2014 and 2013, certain Plan investments are investment funds managed by the plan trustee, The Bank of New York Mellon. The Bank of New York Mellon is the Trustee as of December 31, 2014 and 2013, and therefore, these transactions qualify as party-in-interest transactions.

Note 9 - Reconciliation of Financial Statements to Form 5500
 
The following is a reconciliation of the net assets available for benefits per the financial statements to the Form 5500 as of December 31, 2014 and 2013:

 
 
2014
 
 
2013
 
Net assets available for benefits per the financial statements
 
$
8,323,388,384

 
 
$
7,597,981,972
 
Adjustment from contract value to fair value for certain fully benefit responsive
 
 
 
 
 
 
investment contracts
 
8,010,281
 
 
 
4,566,563
 
Net assets available for benefits per the Form 5500
 
$
8,331,398,665

 
 
$
7,602,548,535
 
 


13


The following is a reconciliation of total additions per the financial statements to total income per the Form 5500 for the year ended December 31, 2014:

 
 
2014
 
Total additions per the financial statements
 
$
1,317,309,527

 
Add: Adjustment from contract value to fair value for certain fully benefit responsive investment
 
 
 
contracts as of December 31, 2014
 
8,010,281
 
 
Less: Adjustment from contract value to fair value for certain fully benefit responsive investment
 
 
 
contracts as of December 31, 2013
 
(4,566,563
)
 
Total income per the Form 5500
 
$
1,320,753,245

 

Note 10 - Investments
 
The following table presents investments of the Plan at fair value that represent 5% or more of the total fair value of the Plan’s assets.

 
 
2014
 
 
2013
 
CVS Health Corporation Common Stock
 
$
1,267,756,364

 
 
$
983,476,435

 
Vanguard Institutional Index Fund
 
1,122,259,092
 
 
 
1,048,884,028
 
 
Vanguard Developed Markets Index Fund Institutional Shares
 
605,354,495
 
 
 
492,900,191
 
 
Vanguard Total Bond Market Index Fund
 
503,053,809
 
 
 
472,771,885
 
 
PIMCO Total Return Fund Institutional Class
 
 
 
 
459,099,397
 
 
Templeton Foreign Equity Series-Primary Shares Fund
 
457,012,175
 
 
 
441,863,482
 
 
Vanguard Mid Cap Index Fund
 
438,097,242
 
 
 
 
 

Note 11 – Investment Contracts with Insurance Companies
 
The Plan invests in fully benefit-responsive GICs. The issuer maintains the contributions in a general account. The account is credited with participant contributions plus earnings and charged for participant withdrawals and administrative expenses. The issuer is contractually obligated to repay the principal and a specified interest rate that is guaranteed to the Plan. The crediting interest rate is fixed at the time the contract is entered into with the issuer and does not reset.
 
The Plan also invests in fully benefit-responsive security-backed investment contracts that credit a stated interest rate for a specified period of time. Investment gains and losses are amortized over the expected duration through the calculation of the interest rate applicable to the Plan on a prospective basis. Security-backed investment contracts provide for a variable crediting rate that resets at least quarterly, and the issuer of the wrap contract provides assurance that future adjustments to the crediting rate cannot result in a crediting rate less than zero. The crediting rate is primarily based on the current yield-to-maturity of the covered investments, plus or minus amortization of the difference between the market value and contract value of the covered investments over the duration of the covered investments at the time of computation. The crediting rate is most affected by the change in the annual effective yield to maturity of the underlying securities, but is also affected by the difference between the contract value and the market value of the covered investments. This difference is amortized over the duration of the covered investments. Depending on the change in duration from reset period to reset period, the magnitude of the impact to the crediting rate of the contract to market difference is heightened or lessened. The crediting rate can be adjusted periodically and is usually adjusted either monthly or quarterly, but in no event is the crediting rate less than zero percent.

Certain events limit the ability of the Plan to transact at contract value with the issuers. Such events may include (i) amendments to the plan documents (including complete or partial plan termination or merger with another plan), (ii) changes to the plan’s prohibition on competing investment options or deletion of equity wash provisions, (iii) bankruptcy of the plan sponsor or other plan sponsor events (for example, divestitures or spin-offs of a subsidiary) that cause a significant withdrawal from the Plan, or (iv) the failure of the trust to qualify for exemption from federal income taxes or any required prohibited transaction exemption under ERISA. The plan administrator does not believe that the occurrence of any such events that would limit the Plan’s ability to transact at contract value with participants is probable.
 

14


The GICs generally do not permit issuers to terminate the agreement prior to the scheduled maturity date; however, the security-backed investment contracts generally impose conditions on both the Plan and the issuer. If an event of default occurs and is not cured, the non-defaulting party may terminate the contract. The following may cause the Plan to be in default: a breach of material obligation under the contract, a material misrepresentation, or a material amendment to the plan agreement. The issuer may be in default if it breaches a material obligation under the investment contract, makes a material misrepresentation, has a decline in its long-term credit rating below a threshold set forth in the contract, or is acquired or reorganized and the successor issuer does not satisfy the investment or credit guidelines applicable to issuers. If, in the event of default of an issuer, the Plan were unable to obtain a replacement investment contract, withdrawing participants may experience losses if the value of the Plan’s assets no longer covered by the contract is below contract value. The Plan may seek to add additional issuers over time to diversify the Plan’s exposure to such risk, but there is no assurance the Plan may be able to do so. The combination of the default of an issuer and an inability to obtain a replacement agreement could render the Plan unable to achieve its objective of maintaining a stable contract value. For GICs and security-backed investment contracts, payments for participant withdrawals would generally be made pro-rata, based on the percentage of investments covered by each issuer. Contract termination occurs whenever the contract value or market value of the covered investments reaches zero or upon certain events of default. If the contract terminates due to issuer default (other than a default occurring because of a decline in its rating), the issuer will generally be required to pay to the Plan the excess, if any, of contract value over market value on the date of termination. If a security-backed investment contract terminates due to a decline in the ratings of the issuer, the issuer may be required to pay to the Plan the cost of acquiring a replacement contract (that is, replacement cost) within the meaning of the contract. If the contract terminates when the market value equals zero, the issuer will pay the excess of contract value over market value to the Plan to the extent necessary for the Plan to satisfy outstanding contract value withdrawal requests. Contract termination also may occur by either party upon election and notice. As GICs and security-backed investment contracts are fully benefit-responsive, contract value is the relevant measurement attribute for that portion of the net assets available for benefits attributable to the GICs and security-backed investment contracts. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. Additionally, the Plan can make deposit or redeem investments in security-backed investment contracts, with the issuer's consent, for portfolio reallocation as part of the ongoing management of Plan assets. No deposits may be made to a GIC contract. Except for benefit responsive participant withdrawals, no redemptions may be made to a GIC contract other than any payments scheduled in the contract before the maturity date.

Average Yields for GICs and security-backed investment contracts
 
2014
 
 
2013
 
Based on actual earnings
 
1.5
%
 
1.2
%
Based on interest rate credited to participants
 
1.4
%
 
1.1
%


15





















SUPPLEMENTAL SCHEDULE































16


THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP PLAN
OF CVS HEALTH CORPORATION AND AFFILIATED COMPANIES
Plan Number: 017
EIN 05-0494040
 
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)
December 31, 2014

Fund
 
Par value /number of shares
 
 
Identity of issue
 
Description
 
Current Value**
 
 
 
 
 
 
 
 
 
 
 
International Equity Fund
 
22,793,625

 
 
Templeton Foreign Equity Series-Primary Shares Fund
 
Mutual Fund
 
$
457,012,175

 
 
 
 
 
 
 
 
 
 
 
Core Equity Fund
 
5,947,949

 
 
Vanguard Institutional Index Fund
 
Mutual Fund
 
 
1,122,259,092

 
 
 
 
 
 
 
 
 
 
 
Small Cap Growth Fund
 
2,403,851

 
 
Vanguard Explorer Fund
 
Mutual Fund
 
 
207,812,940

 
 
 
 
 
 
 
 
 
 
 
Small Cap Index Fund
 
916,450

 
 
Vanguard Small Cap Index Fund
 
Mutual Fund
 
 
147,795,923

 
 
 
 
 
 
 
 
 
 
 
Mid Cap Index Fund
 
2,628,846

 
 
Vanguard Mid Cap Index Fund
 
Mutual Fund
 
 
438,097,242

 
 
 
 
 
 
 
 
 
 
 
International Equity Index Fund
 
31,777,139

 
 
Vanguard Developed Markets Index Fund Institutional Shares
 
Mutual Fund
 
 
605,354,495

 
 
 
 
 
 
 
 
 
 
 
U.S. Bond Index Fund
 
46,279,099

 
 
Vanguard Total Bond Market Index Fund
 
Mutual Fund
 
 
503,053,809

 
 
 
 
 
 
 
 
 
 
 
Inflation-Protected Bond Fund
 
11,979,647

 
 
Vanguard Inflation-Protected Securities Admiral Fund
 
Mutual Fund
 
 
126,265,484

 
 
 
 
 
 
 
 
 
 
 
Diversified Bond Fund
 
33,138,372

 
 
PIMCO Total Return Institutional Class Fund
 
Mutual Fund
 
 
353,255,041

 
 
 
 
 
 
 
 
 
 
 
Global Equity Fund
 
6,782,980

 
 
American Funds-New Perspective Fund
 
Mutual Fund
 
 
246,154,356

 
 
 
 
 
 
 
 
 
 
 
Global Allocation Fund
 
4,401,275

 
 
Blackrock Global Allocation Collective Fund
 
Common Collective Trust Fund
 
 
44,994,674

 
 
 
 
 
 
 
 
 
 
 
CVS Health Common Stock Fund
 
13,144,089

 
*
CVS Health Common Stock
 
CVS Health Corporation Common Stock
 
 
1,265,907,212

 
 
17,195,476

 
*
EB Temporary Investment Fund II
 
Common Collective Trust Fund
 
 
17,195,476

 
 
 
 
 
CVS Health Common Stock Fund Subtotal
 
 
 
 
1,283,102,688

 
 
 
 
 
 
 
 
 
 
 
 
 
54,423,649

 
*
EB Temporary Investment Fund II
 
Common Collective Trust Fund
 
 
54,423,649

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

17


Fund
 
Par value /number of shares
 
 
Identity of issue
 
Description
 
Current Value**
Stable Value Fund
 
 
 
 
 
 
Separately Managed Fund
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
9,214,226

 
 
Protective Life Insurance Co. 1.10%, due 5/8/2015
 
GIC
 
$
9,214,226

 
 
 
 
 
 
 
 
 
 
 
 
 
15,977,233

 
 
Prudential Life Insurance Co., 1.39%
 
Security-backed Contract
 
 
197,345,661

 
 
 
 
 
 
 
 
 
 
 
 
 
1,885,669

 
 
Metropolitan Life Ins Co, 1.55%
 
Security-backed Contract
 
 
195,498,619

 
 
 
 
 
 
 
 
 
 
 
 
 
95,369

 
 
Massachusetts Mutual Life Ins., 2.06%
 
Security-backed Contract
 
 
98,267,004

 
 
 
 
 
 
 
 
 
 
 
 
 
93,356

 
 
Massachusetts Mutual Life Ins., 1.50%
 
Security-backed Contract
 
 
97,587,876

 
 
 
 
 
 
 
 
 
 
 
 
 
165,346,906

 
 
Wells Fargo Stable Value Fund D
 
Common Collective Trust Fund
 
 
169,149,885

 
 
164,003,592

 
 
Putnam Stable Value Fund
 
Common Collective Trust Fund
 
 
166,299,642

 
 
175,390,535

 
*
EB Temporary Investment Fund II
 
Common Collective Trust Fund
 
 
175,390,535

 
 
 
 
 
Stable Value Fund Subtotal
 
 
 
$
1,108,753,448

 
 
 
 
 
 
 
 
 
 
 
Small Cap Value Fund
 
 
 
 
Wells Capital and and Dimensional Fund Advisor Small Cap Value Fund
 
Separately Managed Fund
 
 
 
 
 
184,200

 
 
AMN HEALTHCARE SERVICES INC
 
Common Stock
 
$
3,610,320

 
 
39,500

 
 
ABERCROMBIE & FITCH CO
 
Common Stock
 
 
1,131,280

 
 
29,130

 
 
ANN INC
 
Common Stock
 
 
1,062,662

 
 
114,150

 
 
ASCENA RETAIL GROUP INC
 
Common Stock
 
 
1,433,724

 
 
160,450

 
 
AVID TECHNOLOGY INC
 
Common Stock
 
 
2,279,995

 
 
74,528

 
 
BABCOCK & WILCOX CO/THE
 
Common Stock
 
 
2,258,198

 
 
52,500

 
 
BEACON ROOFING SUPPLY INC
 
Common Stock
 
 
1,459,500

 
 
40,100

 
 
BERRY PLASTICS GROUP INC
 
Common Stock
 
 
1,265,155

 
 
53,700

 
 
BIG LOTS INC
 
Common Stock
 
 
2,149,074

 
 
15,500

 
 
BIO-RAD LABORATORIES INC
 
Common Stock
 
 
1,868,680

 
 
51,000

 
 
CATHAY GENERAL BANCORP
 
Common Stock
 
 
1,305,090

 
 
20,350

 
 
CHARLES RIVER LABORATORIES INT
 
Common Stock
 
 
1,295,074

 
 
50,427

 
 
CHICO'S FAS INC
 
Common Stock
 
 
817,422

 
 
68,750

 
 
CORELOGIC INC/UNITED STATES
 
Common Stock
 
 
2,171,813

 
 
26,200

 
 
DSW INC
 
Common Stock
 
 
977,260

 
 
141,500

 
 
DEAN FOODS CO
 
Common Stock
 
 
2,742,270

 
 
34,200

 
 
DIAMONDBACK ENERGY INC
 
Common Stock
 
 
2,044,476

 
 
38,800

 
 
EMCOR GROUP INC
 
Common Stock
 
 
1,726,212

 
 
47,200

 
 
ENCORE CAPITAL GROUP INC
 
Common Stock
 
 
2,095,680

 
 
55,300

 
 
EQUITY COMMONWEALTH
 
Common Stock
 
 
1,419,551

 
 
101,130

 
 
ESSENT GROUP LTD
 
Common Stock
 
 
2,600,052

 
 
115,150

 
 
EVERTEC INC
 
Common Stock
 
 
2,548,270

 
 
16,800

 
 
FAIR ISAAC CORP
 
Common Stock
 
 
1,214,640

 
 
137,000

 
 
FIRSTMERIT CORP
 
Common Stock
 
 
2,587,930


18


Fund
 
Par value /number of shares
 
 
Identity of issue
 
Description
 
Current Value**
 
 
96,547

 
 
FLOWERS FOODS INC
 
Common Stock
 
$
1,852,737

 
 
70,850

 
 
FORUM ENERGY TECHNOLOGIES INC
 
Common Stock
 
 
1,468,721

 
 
54,500

 
 
HANCOCK HOLDING CO
 
Common Stock
 
 
1,673,150

 
 
63,500

 
 
HARSCO CORP
 
Common Stock
 
 
1,199,515

 
 
71,000

 
 
HELIX ENERGY SOLUTIONS GROUP I
 
Common Stock
 
 
1,540,700

 
 
15,500

 
 
IDEX CORP
 
Common Stock
 
 
1,206,520

 
 
55,891

 
 
INFORMATICA CORP
 
Common Stock
 
 
2,131,403

 
 
39,652

 
 
INTEGRA LIFESCIENCES HOLDINGS
 
Common Stock
 
 
2,150,328

 
 
93,994

 
 
INTERVAL LEISURE GROUP INC
 
Common Stock
 
 
1,963,535

 
 
13,050

 
 
J&J SNACK FOODS CORP
 
Common Stock
 
 
1,419,449

 
 
91,800

 
 
JABIL CIRCUIT INC
 
Common Stock
 
 
2,003,994

 
 
14,460

 
 
JONES LANG LASALLE INC
 
Common Stock
 
 
2,167,988

 
 
122,650

 
 
KAR AUCTION SERVICES INC
 
Common Stock
 
 
4,249,823

 
 
41,950

 
 
KORN/FERRY INTERNATIONAL
 
Common Stock
 
 
1,206,482

 
 
95,100

 
 
LADDER CAPITAL CORP
 
Common Stock
 
 
1,864,911

 
 
16,200

 
 
LANDSTAR SYSTEM INC
 
Common Stock
 
 
1,174,986

 
 
39,050

 
 
HERMAN MILLER INC
 
Common Stock
 
 
1,149,242

 
 
134,350

 
 
OASIS PETROLEUM INC
 
Common Stock
 
 
2,222,149

 
 
176,530

 
 
OCWEN FINANCIAL CORP
 
Common Stock
 
 
2,665,603

 
 
459,250

 
 
OFFICE DEPOT INC
 
Common Stock
 
 
3,938,069

 
 
94,506

 
 
PARKWAY PROPERTIES INC/MD
 
Common Stock
 
 
1,737,965

 
 
95,850

 
 
PENNYMAC MORTGAGE INVESTMENT T
 
Common Stock
 
 
2,021,477

 
 
44,450

 
 
POST HOLDINGS INC
 
Common Stock
 
 
1,862,011

 
 
66,530

 
 
RSP PERMIAN INC
 
Common Stock
 
 
1,672,564

 
 
113,300

 
 
REDWOOD TRUST INC
 
Common Stock
 
 
2,232,010

 
 
134,300

 
 
RESOURCES CONNECTION INC
 
Common Stock
 
 
2,209,235

 
 
185,900

 
 
SEAWORLD ENTERTAINMENT INC
 
Common Stock
 
 
3,327,610

 
 
46,800

 
 
SILGAN HOLDINGS INC
 
Common Stock
 
 
2,508,480

 
 
29,250

 
 
SIX FLAGS ENTERTAINMENT CORP
 
Common Stock
 
 
1,262,138

 
 
30,300

 
 
STERIS CORP
 
Common Stock
 
 
1,964,955

 
 
83,830

 
 
TAYLOR MORRISON HOME CORP
 
Common Stock
 
 
1,583,549

 
 
70,100

 
 
TETRA TECH INC
 
Common Stock
 
 
1,871,670

 
 
551,450

 
 
TREASURY WINE ESTATES LTD
 
Common Stock
 
 
2,153,964

 
 
4,785

 
 
TUPPERWARE BRANDS CORP
 
Common Stock
 
 
301,455

 
 
118,400

 
 
UMPQUA HOLDINGS CORP
 
Common Stock
 
 
2,013,984

 
 
50,802

 
 
UNITED STATIONERS INC
 
Common Stock
 
 
2,141,812

 
 
18,250

 
 
VERIFONE SYSTEMS INC
 
Common Stock
 
 
678,900

 
 
8,888

 
 
VIRTUS INVESTMENT PARTNERS INC
 
Common Stock
 
 
1,515,315

 
 
43,000

 
 
WESTAR ENERGY INC
 
Common Stock
 
 
1,773,320

 
 
85,200

 
 
ZIONS BANCORPORATION
 
Common Stock
 
 
2,429,042

 
 
5,540,507

 
 
DFA US TARGETED VALUE PORTFOLIO
 
Mutual Fund
 
 
122,722,232

 
 
 
 
 
 
 
 
 
 
 

19


Fund
 
Par value /number of shares
 
 
Identity of issue
 
Description
 
Current Value**
 
 
4,980,745

 
*
 EB Temporary Investment Fund II
 
Common Collective Trust Fund
 
$
4,980,745

 
 
 
 
 
Small Cap Value Fund Subtotal
 
 
 
$
248,278,066

 
 
 
 
 
 
 
 
 
 
 
Growth & Income Fund
 
 
 
 
J&W Seligman, Mellon Capital Management Growth & Income Fund, and Barrow, Hanley, Mewhinney & Strauss
 
Separately Managed Fund
 
 
 
 
 
700,000

 
 
AES CORP/VA
 
Common Stock
 
$
9,639,000

 
 
252,700

 
 
ALTRIA GROUP INC
 
Common Stock
 
 
12,450,529

 
 
22,400

 
 
AMERICAN EXPRESS CO
 
Common Stock
 
 
2,084,096

 
 
41,900

 
 
AMERICAN INTERNATIONAL GROUP I
 
Common Stock
 
 
2,346,819

 
 
17,600

 
 
AMERIPRISE FINANCIAL INC
 
Common Stock
 
 
2,327,600

 
 
100,000

 
 
ANADARKO PETROLEUM CORP
 
Common Stock
 
 
8,250,000

 
 
16,000

 
 
ANTHEM INC
 
Common Stock
 
 
2,010,720

 
 
525,000

 
 
APPLIED MATERIALS INC
 
Common Stock
 
 
13,083,000

 
 
868,400

 
 
BANK OF AMERICA CORP
 
Common Stock
 
 
15,535,676

 
 
100,000

 
 
BAXTER INTERNATIONAL INC
 
Common Stock
 
 
7,329,000

 
 
43,500

 
 
BP PLC
 
Common Stock
 
 
1,658,220

 
 
175,000

 
 
BRISTOL-MYERS SQUIBB CO
 
Common Stock
 
 
10,330,250

 
 
61,700

 
 
CA INC
 
Common Stock
 
 
1,878,765

 
 
8,320

 
 
CALIFORNIA RESOURCES CORP
 
Common Stock
 
 
45,843

 
 
51,300

 
 
CAPITAL ONE FINANCIAL CORP
 
Common Stock
 
 
4,234,815

 
 
27,800

 
 
CARDINAL HEALTH INC
 
Common Stock
 
 
2,244,294

 
 
56,900

 
 
CARNIVAL CORP
 
Common Stock
 
 
2,579,277

 
 
43,500

 
 
CHEVRON CORP
 
Common Stock
 
 
4,879,830

 
 
16,700

 
 
CIGNA CORPORATION COM
 
Common Stock
 
 
1,718,597

 
 
43,800

 
 
CIT GROUP INC
 
Common Stock
 
 
2,094,954

 
 
259,450

 
 
CITIGROUP INC
 
Common Stock
 
 
14,038,840

 
 
110,900

 
 
CONOCOPHILLIPS
 
Common Stock
 
 
7,658,754

 
 
226,819

 
 
CORNING INC
 
Common Stock
 
 
5,200,960

 
 
59,500

 
 
COSTCO WHOLESALE CORP
 
Common Stock
 
 
8,434,125

 
 
97,300

 
 
CRH PLC
 
Common Stock
 
 
2,336,173

 
 
250,000

 
 
CSX CORP
 
Common Stock
 
 
9,057,500

 
 
19,200

 
 
CVS HEALTH CORP
 
Common Stock
 
 
1,849,152

 
 
37,400

 
 
DELPHI AUTOMOTIVE PLC
 
Common Stock
 
 
2,719,728

 
 
18,200

 
 
DIRECTV
 
Common Stock
 
 
1,577,940

 
 
33,700

 
 
DISCOVER FINANCIAL SERVICES
 
Common Stock
 
 
2,207,013

 
 
48,800

 
 
E*TRADE FINANCIAL CORP
 
Common Stock
 
 
1,183,644

 
 
29,500

 
 
EATON CORP PLC
 
Common Stock
 
 
2,004,820

 
 
110,000

 
 
EI DU PONT DE NEMOURS & CO
 
Common Stock
 
 
8,133,400

 
 
29,800

 
 
EMERSON ELECTRIC CO
 
Common Stock
 
 
1,839,554

 
 
27,915

 
 
EXPRESS SCRIPTS HOLDING CO
 
Common Stock
 
 
2,363,563

 
 
128,200

 
 
FAIRCHILD SEMICONDUCTOR INTERN
 
Common Stock
 
 
2,164,016

 
 
93,100

 
 
FIFTH THIRD BANCORP
 
Common Stock
 
 
1,896,913

 
 
135,100

 
 
FIRST NIAGARA FINANCIAL GROUP
 
Common Stock
 
 
1,138,893


20


Fund
 
Par value /number of shares
 
 
Identity of issue
 
Description
 
Current Value**
 
 
21,300

 
 
FMC CORP
 
Common Stock
 
$
1,214,739

 
 
50,200

 
 
FMSA HOLDINGS INC
 
Common Stock
 
 
347,384

 
 
210,000

 
 
FREEPORT-MCMORAN COPPER & GOLD
 
Common Stock
 
 
4,905,600

 
 
80,100

 
 
GENERAL DYNAMICS CORP
 
Common Stock
 
 
11,023,362

 
 
23,200

 
 
HANESBRANDS INC
 
Common Stock
 
 
2,589,584

 
 
101,800

 
 
HONEYWELL INTERNATIONAL INC
 
Common Stock
 
 
10,171,856

 
 
72,500

 
 
HUMANA INC
 
Common Stock
 
 
10,413,175

 
 
67,500

 
 
INTEL CORP
 
Common Stock
 
 
2,449,575

 
 
53,800

 
 
JHNSON CONTROLS INC
 
Common Stock
 
 
2,600,692

 
 
22,400

 
 
JOHNSON & JOHNSON
 
Common Stock
 
 
2,342,368

 
 
42,100

 
 
JOY GLOBAL INC
 
Common Stock
 
 
1,958,492

 
 
203,300

 
 
JPMORGAN CHASE & CO
 
Common Stock
 
 
12,722,514

 
 
220,000

 
 
JUNIPER NETWORKS INC
 
Common Stock
 
 
4,910,400

 
 
82,700

 
 
KBR INC
 
Common Stock
 
 
1,401,765

 
 
150,000

 
 
LOWE'S COS INC
 
Common Stock
 
 
10,320,000

 
 
180,000

 
 
MARATHON OIL CORP
 
Common Stock
 
 
5,092,200

 
 
80,000

 
 
MARATHON PETROLEUM CORP
 
Common Stock
 
 
7,220,800

 
 
36,900

 
 
MEDTRONIC INC
 
Common Stock
 
 
2,664,180

 
 
38,100

 
 
MERCK & CO INC
 
Common Stock
 
 
2,163,699

 
 
130,000

 
 
METLIFE INC
 
Common Stock
 
 
7,031,700

 
 
48,100

 
 
MICROCHIP TECHNOLOGY INC
 
Common Stock
 
 
2,169,791

 
 
58,600

 
 
MICROSOFT CORP
 
Common Stock
 
 
2,721,970

 
 
240,000

 
 
MORGAN STANLEY
 
Common Stock
 
 
9,312,000

 
 
142,900

 
 
NAVIENT CORP
 
Common Stock
 
 
3,088,069

 
 
121,100

 
 
NEW YORK COMMUNITY BANCORP INC
 
Common Stock
 
 
1,937,600

 
 
95,000

 
 
NORDSTROM INC
 
Common Stock
 
 
7,542,050

 
 
2,006

 
 
NVR INC
 
Common Stock
 
 
2,558,312

 
 
20,800

 
 
OCCIDENTAL PETROLEUM CORP
 
Common Stock
 
 
1,676,688

 
 
40,600

 
 
OMNICARE INC
 
Common Stock
 
 
2,960,958

 
 
57,700

 
 
ORACLE CORP
 
Common Stock
 
 
2,594,769

 
 
67,400

 
 
OWENS CORNING
 
Common Stock
 
 
2,413,594

 
 
132,300

 
 
PEOPLE'S UNITED FINANCIAL INC
 
Common Stock
 
 
2,008,314

 
 
65,622

 
 
PFIZER INC
 
Common Stock
 
 
2,044,125

 
 
103,600

 
 
PHILIP MORRIS INTERNATIONAL IN
 
Common Stock
 
 
8,438,220

 
 
26,900

 
 
PNC FINANCIAL SERVICES GROUP I
 
Common Stock
 
 
2,454,087

 
 
64,593

 
 
PRUDENTIAL FINANCIAL INC
 
Common Stock
 
 
5,843,083

 
 
2,500

 
 
PUBLIC SERVICE ENTERPRISE GROU
 
Common Stock
 
 
103,525

 
 
15,500

 
 
RAYTHEON CO
 
Common Stock
 
 
1,676,635

 
 
29,200

 
 
ROYAL CARIBBEAN CRUISES LTD
 
Common Stock
 
 
2,406,956

 
 
51,100

 
 
SANOFI
 
Common Stock
 
 
2,330,671

 
 
60,900

 
 
SEADRILL LTD
 
Common Stock
 
 
726,537

 
 
115,200

 
 
SEAWORLD ENTERTAINMENT INC
 
Common Stock
 
 
2,062,080


21


Fund
 
Par value /number of shares
 
 
Identity of issue
 
Description
 
Current Value**
 
 
210,800

 
 
SLM CORP
 
Common Stock
 
$
2,148,052

 
 
50,600

 
 
SPIRIT AEROSYSTEMS HOLDINGS IN
 
Common Stock
 
 
2,177,824

 
 
18,100

 
 
SPX CORP
 
Common Stock
 
 
1,555,152

 
 
28,300

 
 
STANLEY BLACK & DECKER INC
 
Common Stock
 
 
2,719,064

 
 
35,300

 
 
STATE STREET CORP
 
Common Stock
 
 
2,771,050

 
 
37,900

 
 
TARGET CORP
 
Common Stock
 
 
2,876,989

 
 
225,000

 
 
TERADATA CORP
 
Common Stock
 
 
9,828,000

 
 
42,200

 
 
TEVA PHARMACEUTICAL INDUSTRIES
 
Common Stock
 
 
2,426,922

 
 
51,500

 
 
TEXAS INSTRUMENTS INC
 
Common Stock
 
 
2,753,448

 
 
300,000

 
 
TYSON FOODS INC
 
Common Stock
 
 
12,027,000

 
 
85,000

 
 
UNION PACIFIC CORP
 
Common Stock
 
 
10,126,050

 
 
53,000

 
 
UNITED TECHNOLOGIES CORP
 
Common Stock
 
 
6,095,000

 
 
19,200

 
 
UNITEDHEALTH GROUP INC
 
Common Stock
 
 
1,940,928

 
 
280,000

 
 
UNUM GROUP
 
Common Stock
 
 
9,766,400

 
 
150,000

 
 
VALERO ENERGY CORP
 
Common Stock
 
 
7,425,000

 
 
290,810

 
 
VERIZON COMMUNICATIONS INC
 
Common Stock
 
 
13,604,092

 
 
36,909

 
 
VODAFONE GROUP PLC
 
Common Stock
 
 
1,261,181

 
 
28,500

 
 
WAL-MART STORES INC
 
Common Stock
 
 
2,447,580

 
 
232,600

 
 
WELLS FARGO & CO
 
Common Stock
 
 
12,751,130

 
 
150,000

 
 
WILLIAMS COS INC/THE
 
Common Stock
 
 
6,741,000

 
 
736,448

 
 
Mellon Capital Management Large Cap Value Stock Fund
 
Common Collective Trust Fund
 
 
152,665,643

 
 
5,473,092

*
 
EB Temporary Investment Fund II
 
Common Collective Trust Fund
 
 
9,075,036

 
 
 
 
 
Growth & Income Fund Subtotal
 
 
 
$
630,322,933

 
 
 
 
 
 
 
 
 
 
 
Large Cap Growth Fund
 
 
 
 
TRowe Price and Columbus Circle Core Equity Fund
 
Separately Managed Fund
 
 
 
 
 
2,100

 
 
3M CO
 
Common Stock
 
$
345,072

 
 
300

 
 
ABBVIE INC
 
Common Stock
 
 
19,632

 
 
23,922

 
 
ACTAVIS PLC
 
Common Stock
 
 
6,157,762

 
 
4,300

 
 
AKAMAI TECHNOLOGIES INC
 
Common Stock
 
 
270,728

 
 
147,195

 
 
ALCOA INC
 
Common Stock
 
 
2,324,209

 
 
27,303

 
 
ALEXION PHARMACEUTICALS INC
 
Common Stock
 
 
5,051,874

 
 
20,978

 
 
ALIBABA GROUP HOLDING LTD
 
Common Stock
 
 
2,180,453

 
 
17,100

 
 
ALLERGAN INC/UNITED STATES
 
Common Stock
 
 
3,635,289

 
 
24,400

 
 
AMAZON.COM INC
 
Common Stock
 
 
7,572,540

 
 
62,300

 
 
AMERICAN AIRLINES GROUP INC
 
Common Stock
 
 
3,341,149

 
 
11,700

 
 
AMERICAN EXPRESS CO
 
Common Stock
 
 
1,088,568

 
 
37,900

 
 
AMERICAN TOWER CORP
 
Common Stock
 
 
3,746,415

 
 
9,900

 
 
AMERIPRISE FINANCIAL INC
 
Common Stock
 
 
1,309,275

 
 
8,300

 
 
AMERISOURCEBERGEN CORP
 
Common Stock
 
 
748,328

 
 
500

 
 
ANTHEM INC
 
Common Stock
 
 
62,835

 
 
132,510

 
 
APPLE INC
 
Common Stock
 
 
14,626,445

 
 
2,400

 
 
ASHLAND INC
 
Common Stock
 
 
287,424

 
 
1,500

 
 
AUTODESK INC
 
Common Stock
 
 
90,090

 
 
700

 
 
AUTOZONE INC
 
Common Stock
 
 
433,377


22


Fund
 
Par value /number of shares
 
 
Identity of issue
 
Description
 
Current Value**
 
 
20,800

 
 
BAIDU INC
 
Common Stock
 
$
4,741,776

 
 
7,000

 
 
BECTON DICKINSON AND CO
 
Common Stock
 
 
974,120

 
 
27,177

 
 
BIOGEN INC
 
Common Stock
 
 
9,225,233

 
 
20,900

 
 
BOEING CO/THE
 
Common Stock
 
 
2,716,582

 
 
68,885

 
 
BRISTOL-MYERS SQUIBB CO
 
Common Stock
 
 
4,066,282

 
 
23,300

 
 
BROOKDALE SENIOR LIVING INC
 
Common Stock
 
 
854,411

 
 
24,732

 
 
CANADIAN PACIFIC RAILWAY LTD
 
Common Stock
 
 
4,765,609

 
 
34,400

 
 
CAPITAL ONE FINANCIAL CORP
 
Common Stock
 
 
2,839,720

 
 
12,900

 
 
CARDINAL HEALTH INC
 
Common Stock
 
 
1,041,417

 
 
6,900

 
 
CARMAX INC
 
Common Stock
 
 
459,402

 
 
4,200

 
 
CARNIVAL CORP
 
Common Stock
 
 
190,386

 
 
50,346

 
 
CELGENE CORP
 
Common Stock
 
 
5,631,704

 
 
8,114

 
 
CHIPOTLE MEXICAN GRILL INC
 
Common Stock
 
 
5,554,114

 
 
1,500

 
 
CIMAREX ENERGY CO
 
Common Stock
 
 
159,000

 
 
1,100

 
 
CITIGROUP INC
 
Common Stock
 
 
59,521

 
 
3,600

 
 
COGNIZANT TECHNOLOGY SOLUTIONS
 
Common Stock
 
 
189,576

 
 
8,000

 
 
CONCHO RESOURCES INC
 
Common Stock
 
 
798,000

 
 
24,851

 
 
CONSTELLATION BRANDS INC
 
Common Stock
 
 
2,439,623

 
 
3,400

 
 
CONTINENTAL RESOURCES INC/OK
 
Common Stock
 
 
130,424

 
 
700

 
 
COOPER COS INC/THE
 
Common Stock
 
 
113,463

 
 
8,900

 
 
COSTCO WHOLESALE CORP
 
Common Stock
 
 
1,261,575

 
 
7,400

 
 
COVIDIEN PLC
 
Common Stock
 
 
756,872

 
 
10,500

 
 
CTRIP.COM INTERNATIONAL LTD
 
Common Stock
 
 
477,750

 
 
58,600

 
 
DANAHER CORP
 
Common Stock
 
 
5,022,606

 
 
3,600

 
 
DELPHI AUTOMOTIVE PLC
 
Common Stock
 
 
261,792

 
 
106,378

 
 
DELTA AIR LINES INC
 
Common Stock
 
 
5,232,734

 
 
70,445

 
 
DISCOVER FINANCIAL SERVICES
 
Common Stock
 
 
4,613,443

 
 
1,900

 
 
DISCOVERY COMMUNICATIONS INC
 
Common Stock
 
 
64,068

 
 
20,800

 
 
ECOLAB INC
 
Common Stock
 
 
2,174,015

 
 
11,100

 
 
EDWARDS LIFESCIENCES CORP
 
Common Stock
 
 
1,413,918

 
 
10,800

 
 
ELECTRONIC ARTS INC
 
Common Stock
 
 
507,762

 
 
5,600

 
 
ELI LILLY & CO
 
Common Stock
 
 
386,344

 
 
300

 
 
EOG RESOURCES INC
 
Common Stock
 
 
27,621

 
 
16,800

 
 
EQT CORP
 
Common Stock
 
 
1,271,760

 
 
40,464

 
 
ESTEE LAUDER COS INC/THE
 
Common Stock
 
 
3,083,357

 
 
137,491

 
 
FACEBOOK INC
 
Common Stock
 
 
10,727,048

 
 
9,800

 
 
FEDEX CORP
 
Common Stock
 
 
1,701,868

 
 
16,900

 
 
FISERV INC
 
Common Stock
 
 
1,199,393

 
 
20,552

 
 
FLEETCOR TECHNOLOGIES INC
 
Common Stock
 
 
3,056,288

 
 
4,200

 
 
FLOWSERVE CORP
 
Common Stock
 
 
251,286

 
 
500

 
 
FOSSIL GROUP INC
 
Common Stock
 
 
55,370

 
 
34,200

 
 
GARMIN LTD
 
Common Stock
 
 
1,806,786

 
 
144,792

 
 
GILEAD SCIENCES INC
 
Common Stock
 
 
13,648,094

 
 
24,705

 
 
GOOGLE INC
 
Common Stock
 
 
13,071,573

 
 
11,100

 
 
HANESBRANDS INC
 
Common Stock
 
 
1,238,982


23


Fund
 
Par value /number of shares
 
 
Identity of issue
 
Description
 
Current Value**
 
 
900

 
 
HARLEY-DAVIDSON INC
 
Common Stock
 
$
59,319

 
 
77,000

 
 
HCA HOLDINGS INC
 
Common Stock
 
 
5,651,030

 
 
30,050

 
 
HILTON WORLDWIDE HOLDINGS INC
 
Common Stock
 
 
784,005

 
 
20,000

 
 
HOME DEPOT INC/THE
 
Common Stock
 
 
2,099,400

 
 
5,400

 
 
HONEYWELL INTERNATIONAL INC
 
Common Stock
 
 
539,568

 
 
3,800

 
 
IHS INC
 
Common Stock
 
 
432,744

 
 
11,039

 
 
ILLUMINA INC
 
Common Stock
 
 
2,037,579

 
 
4,800

 
 
INTERCONTINENTAL EXCHANGE INC
 
Common Stock
 
 
1,052,592

 
 
300

 
 
INTUIT INC
 
Common Stock
 
 
27,657

 
 
6,203

 
 
INTUITIVE SURGICAL INC
 
Common Stock
 
 
3,281,015

 
 
34,800

 
 
INVESCO LTD
 
Common Stock
 
 
1,375,296

 
 
6,000

 
 
JB HUNT TRANSPORT SERVICES INC
 
Common Stock
 
 
505,500

 
 
12,500

 
 
KANSAS CITY SOUTHERN
 
Common Stock
 
 
1,525,375

 
 
300

 
 
KEURIG GREEN MOUNTAIN INC
 
Common Stock
 
 
39,719

 
 
40,000

 
 
KOHLS CORP
 
Common Stock
 
 
2,441,600

 
 
46,950

 
 
L BRANDS INC
 
Common Stock
 
 
4,063,523

 
 
42,782

 
 
LAM RESEARCH CORP
 
Common Stock
 
 
3,394,324

 
 
15,700

 
 
LAS VEGAS SANDS CORP
 
Common Stock
 
 
913,112

 
 
6,100

 
 
LINKEDIN CORP
 
Common Stock
 
 
1,401,231

 
 
44,400

 
 
LOWE'S COS INC
 
Common Stock
 
 
3,054,720

 
 
17,600

 
 
LULULEMON ATHLETICA INC
 
Common Stock
 
 
981,904

 
 
34,800

 
 
LYONDELLBASELL INDUSTRIES NV
 
Common Stock
 
 
2,762,772

 
 
3,800

 
 
MARRIOTT INTERNATIONAL INC/MD
 
Common Stock
 
 
296,514

 
 
10,600

 
 
MARSH & MCLENNAN COS INC
 
Common Stock
 
 
606,744

 
 
123,641

 
 
MASTERCARD INC
 
Common Stock
 
 
10,652,909

 
 
20,589

 
 
MCGRAW HILL FINANCIAL INC
 
Common Stock
 
 
1,832,009

 
 
53,565

 
 
MCKESSON CORP
 
Common Stock
 
 
11,119,023

 
 
43,800

 
 
MGM RESORTS INTERNATIONAL
 
Common Stock
 
 
936,444

 
 
3,300

 
 
MICHAEL KORS HOLDINGS LTD
 
Common Stock
 
 
247,830

 
 
7,700

 
 
MICROSOFT CORP
 
Common Stock
 
 
357,665

 
 
1,000

 
 
MONSTER BEVERAGE CORP
 
Common Stock
 
 
108,350

 
 
189,700

 
 
MORGAN STANLEY
 
Common Stock
 
 
7,360,360

 
 
4,100

 
 
NETFLIX INC
 
Common Stock
 
 
1,400,601

 
 
86,746

 
 
NIKE INC
 
Common Stock
 
 
8,340,628

 
 
2,800

 
 
NORTHERN TRUST CORP
 
Common Stock
 
 
188,720

 
 
5,100

 
 
NORWEIGIAN CRUISE LINE HOLDINGS
 
Common Stock
 
 
238,476

 
 
42,700

 
 
NXP SEMICONDUCTORS NV
 
Common Stock
 
 
3,262,280

 
 
11,600

 
 
O'REILLY AUTOMOTIVE INC
 
Common Stock
 
 
2,234,392

 
 
3,700

 
 
PALL CORP
 
Common Stock
 
 
374,477

 
 
200

 
 
PEPSICO INC
 
Common Stock
 
 
18,912

 
 
1,000

 
 
PERRIGO CO PLC
 
Common Stock
 
 
167,160

 
 
8,700

 
 
PHARMACYCLICS INC
 
Common Stock
 
 
1,063,662

 
 
28,174

 
 
PIONEER NATURAL RESOURCES CO
 
Common Stock
 
 
4,193,700


24


Fund
 
Par value /number of shares
 
 
Identity of issue
 
Description
 
Current Value**
 
 
400

 
 
POLARIS INDUSTRIES INC
 
Common Stock
 
$
60,496

 
 
34,966

 
 
PPG INDUSTRIES INC
 
Common Stock
 
 
8,082,391

 
 
5,200

 
 
PRAXAIR INC
 
Common Stock
 
 
673,712

 
 
13,600

 
 
PRECISION CASTPARTS CORP
 
Common Stock
 
 
3,275,968

 
 
5,050

 
 
PRICELINE GROUP INC/THE
 
Common Stock
 
 
5,758,061

 
 
400

 
 
PVH CORP
 
Common Stock
 
 
51,268

 
 
300

 
 
RALPH LAUREN CORP
 
Common Stock
 
 
55,548

 
 
13,329

 
 
RANGE RESOURCES CORP
 
Common Stock
 
 
712,435

 
 
17,190

 
 
RED HAT INC
 
Common Stock
 
 
1,188,517

 
 
3,000

 
 
REGENERON PHARMACEUTICALS INC
 
Common Stock
 
 
1,230,750

 
 
8,300

 
 
ROPER INDUSTRIES INC
 
Common Stock
 
 
1,297,705

 
 
11,800

 
 
ROSS STORES INC
 
Common Stock
 
 
1,112,268

 
 
48,271

 
 
ROYAL CARIBBEAN CRUISES LTD
 
Common Stock
 
 
3,978,979

 
 
72,261

 
 
SALESFORCE.COM INC
 
Common Stock
 
 
4,285,800

 
 
300

 
 
SCHLUMBERGER LTD
 
Common Stock
 
 
25,623

 
 
34,974

 
 
SERVICENOW INC
 
Common Stock
 
 
2,372,986

 
 
14,800

 
 
SHERWIN-WILLIAMS CO/THE
 
Common Stock
 
 
3,892,992

 
 
100

 
 
SHIRE PLC
 
Common Stock
 
 
21,254

 
 
15,800

 
 
SOFTBANK CORP
 
Common Stock
 
 
469,260

 
 
33,648

 
 
SPLUNK INC
 
Common Stock
 
 
1,983,550

 
 
91,490

 
 
STARBUCKS CORP
 
Common Stock
 
 
7,506,755

 
 
1,500

 
 
STARWOOD HOTELS & RESORTS WORL
 
Common Stock
 
 
121,605

 
 
18,200

 
 
STATE STREET CORP
 
Common Stock
 
 
1,428,700

 
 
6,600

 
 
STRYKER CORP
 
Common Stock
 
 
622,578

 
 
17,900

 
 
TABLEAU SOFTWARE INC
 
Common Stock
 
 
1,517,204

 
 
33,800

 
 
TARGET CORP
 
Common Stock
 
 
2,565,758

 
 
50,200

 
 
TD AMERITRADE HOLDING CORP
 
Common Stock
 
 
1,796,156

 
 
3,700

 
 
TESLA MOTORS INC
 
Common Stock
 
 
822,917

 
 
21,200

 
 
THERMO FISHER SCIENTIFIC INC
 
Common Stock
 
 
2,656,148

 
 
21,348

 
 
TIFFANY & CO
 
Common Stock
 
 
2,281,247

 
 
1,600

 
 
TIME WARNER INC
 
Common Stock
 
 
136,672

 
 
15,300

 
 
TRACTOR SUPPLY CO
 
Common Stock
 
 
1,205,946

 
 
1,800

 
 
TWENTY-FIRST CENTURY FOX INC
 
Common Stock
 
 
69,129

 
 
5,900

 
 
TWITTER INC
 
Common Stock
 
 
211,633

 
 
30,345

 
 
ULTA SALON COSMETICS & FRAGRAN
 
Common Stock
 
 
3,879,305

 
 
33,984

 
 
UNDER ARMOUR INC
 
Common Stock
 
 
2,307,514

 
 
15,400

 
 
UNION PACIFIC CORP
 
Common Stock
 
 
1,834,602

 
 
103,642

 
 
UNITED CONTINENTAL HOLDINGS IN
 
Common Stock
 
 
6,932,613

 
 
53,000

 
 
UNITED STATES STEEL CORP
 
Common Stock
 
 
1,417,220

 
 
6,900

 
 
UNITEDHEALTH GROUP INC
 
Common Stock
 
 
697,521

 
 
12,400

 
 
VALEANT PHARMACEUTICALS INTERN
 
Common Stock
 
 
1,774,564

 
 
7,000

 
 
VERTEX PHARMACEUTICALS INC
 
Common Stock
 
 
831,600

 
 
2,700

 
 
VF CORP
 
Common Stock
 
 
202,230


25


Fund
 
Par value /number of shares
 
 
Identity of issue
 
Description
 
Current Value**
 
 
59,200

 
 
VIPSHOP HOLDINGS LTD
 
Common Stock
 
$
1,156,768

 
 
41,849

 
 
VISA INC
 
Common Stock
 
 
10,972,808

 
 
1,500

 
 
VMWARE INC
 
Common Stock
 
 
123,780

 
 
14,100

 
 
WABTEC CORP/DE
 
Common Stock
 
 
1,225,149

 
 
10,300

 
 
WALGREENS BOOTS ALLIANCE INC
 
Common Stock
 
 
784,860

 
 
10,400

 
 
WALT DISNEY CO/THE
 
Common Stock
 
 
979,576

 
 
25,381

 
 
WESTERN DIGITAL CORP
 
Common Stock
 
 
2,809,677

 
 
27,111

 
 
WORKDAY INC
 
Common Stock
 
 
2,212,529

 
 
20,600

 
 
WYNN RESORTS LTD
 
Common Stock
 
 
3,064,456

 
 
 
 
 
Cash
 
Cash
 
 
16,416

 
 
1,388,208

 
 
Mellon Capital Management Large Cap Growth Stock Fund
 
Common Collective Trust Fund
 
 
186,727,806

 
 
7,984,468

 
*
EB Temporary Investment Fund II
 
Common Collective Trust Fund
 
 
7,984,468

 
 
 
 
 
Large Cap Growth Fund Subtotal
 
 
 
$
568,386,447

 
 
 
*
*
Notes receivable from participants
 
Prime rate as of the month end prior to loan request date plus 1%
 
 
180,795,702

 
 
 
 
 
Total Assets Held in the Plan
 
 
 
$
8,326,118,164

 
 
 
 
 
 
 
 
 
 
 
*Party-in-interest
 
 
 
 
 
 
 
 
 
 
**Represents fair value for all investments with the exception of GICs and security-backed investment contracts where current value represents contract value.
 
 
 
 
 
 
 
 
 
 
 



26



SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustee (or other persons who administer the employee benefit plan) has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
 
THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP PLAN OF CVS HEALTH CORPORATION AND AFFILIATED COMPANIES
 
 
Date: June 25, 2015
By
/s/ David M. Denton
 
 
David M. Denton
 
 
Executive Vice President, Chief Financial Officer



27



EXHIBIT INDEX
 


Exhibit
 
Description
 
 
 
23.1
 
 
Consent of Ernst & Young LLP



28