Document


 
 
 
 
 
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, 2015

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, 2015 AND 2014


CONTENTS

 
 
Page
 
 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
1
 
 
 
FINANCIAL STATEMENTS:
 
 
 
 
 
Statements of Net Assets Available for Benefits
 
2
 
 
 
Statements of Changes in Net Assets Available for Benefits
 
3
 
 
 
Notes to Financial Statements
 
4
 
 
 
SUPPLEMENTAL SCHEDULES:
 
 
 
 
 
 
16
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
 
17
 
 
 
SIGNATURE
 
 
 
 
EXHIBIT INDEX
 
 
 
 








Report of Independent Registered Public Accounting Firm
 
The Benefit Plans Committee
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, 2015 and 2014, 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, 2015 and 2014, 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 schedules of assets (held at end of year) as of December 31, 2015 and delinquent participant contributions for the year then ended, have 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 schedules 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 schedules. 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.

 
Boston, Massachusetts 
June 28, 2016







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, 2015 and 2014



 
 
2015
 
2014
 
Assets:
 
 
 
 
 
Investments at fair value:
 
 
 
 
 
Cash
 
$
10,728

 
$
16,416

 
Mutual funds (Note 2 (b))
 
 
4,429,003,820

 
 
4,329,782,789

 
Common stock (Note 2 (b))
 
 
2,198,952,774

 
 
2,228,722,312

 
Common collective trust funds (Note 2 (b))
 
 
980,049,733

 
 
982,758,840

 
  Total investments at fair value

 
7,608,017,055
 
 
7,541,280,357
 
 
Fully benefit responsive investments at contract value:
 
 
 
 
 
Guaranteed investment contracts (Note 2 (b))
 
-
 
 
9,214,226
 
 
Synthetic guaranteed investment contracts (Note 2 (b))
 
202,635,898
 
 
195,464,099
 
 
Security-backed investment contracts (Note 2 (b))
 
406,726,623
 
 
391,353,499
 
 
  Total fully benefit responsive investments at contract value

 
609,362,521
 
 
596,031,824
 
 
Total investments
 
8,217,379,576
 
 
8,137,312,181
 
 
 
 
 
 
 
 
Receivables:
 
 
 
 
 
Interest and dividends (Note 2 (g))
 
2,374,848
 
 
2,766,188
 
 
Employer contributions (Note 1 (c))
 
9,774,533
 
 
8,727,750
 
 
Notes receivable from participants (Note 4)
 
188,325,019
 
 
180,795,702
 
 
Total receivables
 
200,474,400
 
 
192,289,640
 
 
 
 
 
 
 
 
Total assets
 
8,417,853,976
 
 
8,329,601,821
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
Accrued expenses and other liabilities
 
(6,026,869)
 
 
(6,213,437)
 
 
 
 
 
 
 
 
Total liabilities
 
(6,026,869)
 
 
(6,213,437)
 
 
 
 
 
 
 
 
Net assets available for benefits
 
$
8,411,827,107
 
 
$
8,323,388,384
 
 
 
 
 
 
 
 
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, 2015 and 2014



 
 
2015
 
2014
 
Investment activity:
 
 
 
 
 
Interest and dividend income (Note 2 (g))
 
$
142,220,913

 
$
149,828,218

 
Realized and unrealized gains/(loss) (Notes 3 and 5)
 
(84,375,643)
 
 
549,736,005
 
 
Total investment activity
 
57,845,270
 
 
699,564,223
 
 
 
 
 
 
 
 
Participant loan interest
 
7,242,975
 
 
7,096,239
 
 
 
 
 
 
 
 
Contributions:
 
 
 
 
 
Employer contributions (Note 1 (c))
 
236,395,302
 
 
218,409,598
 
 
Employee contributions (Note 1 (c))
 
396,259,476
 
 
367,685,881
 
 
Rollovers
 
31,130,404
 
 
24,553,586
 
 
Total contributions
 
663,785,182
 
 
610,649,065
 
 
 
 
 
 
 
 
Deductions:
 
 
 
 
 
Benefits paid to participants (Notes 1 (f) and 2 (c))
 
623,036,259
 
 
577,958,380
 
 
Administrative expenses (Note 1 (g))
 
17,398,445
 
 
13,944,735
 
 
Total deductions
 
640,434,704
 
 
591,903,115
 
 
 
 
 
 
 
 
Net increase in net assets for the year
 
88,438,723
 
 
725,406,412
 
 
 
 
 
 
 
 
Net assets beginning of the year
 
8,323,388,384
 
 
7,597,981,972
 
 
 
 
 
 
 
 
Net assets end of the year
 
$
8,411,827,107

 
$
8,323,388,384

 
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, 2015 and 2014


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);


4



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).

(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 $18,000 for 2015 and $17,500 for 2014.

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 $13,250 and $13,000 for 2015 and 2014, 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 $6,000 for 2015 and $5,500 for 2014.

(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 2015 and 2014. Trustee’s fees were paid by the Plan for 2015 and 2014.


5



(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.

There were no cash forfeitures for 2015 and $156,029 for 2014. There were no cash forfeitures restored to participants upon resumption of employment in 2015 or 2014. 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 other 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 benchmark: Russell 1000 Index, Barclays Capital Aggregate Bond Index, Standard & Poors (“S&P”) 500 Index, 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 other 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 benchmark: Russell 1000 Index, Barclays Capital Aggregate Bond Index, Barclays Capital US TIPS 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.


6



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

This fund is co-managed by Loomis Sayles, Dodge & Cox, and Vanguard exclusively for Future Fund participants and 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 All World Index, which measures the performance of U.S. and international stock markets.

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 Future Fund participants and seeks long-term growth of capital and dividend income through participation in the stock market. 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 inflation-indexed bonds issued by the U.S. government, its agencies and instrumentalities, and corporations.

International Equity Fund

This fund is co-managed by Templeton, American Funds, and Vanguard exclusively for Future Fund participants and invests mainly in the common stock of companies based in international, developed-market countries, but will also include investments in developing, emerging-market countries. It is benchmarked by the MSCI ACWI EX US Index.

International Equity Index Fund

The Vanguard Developed Markets Index Fund, Institutional Plus Shares seeks to track the performance of a benchmark index that measures the investment return of stocks issued by companies located in the major markets of Europe and the Pacific region. The fund is designed to track the performance of the FTSE Developed Markets ex North America Index, a broadly diversified index of foreign, developed-market stocks.



7



Large Cap Growth Fund

This fund is co-managed by Columbus Circle, T. Rowe Price, and Mellon Capital exclusively for Future Fund 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 other 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 benchmark: Russell 1000 Index, Barclays Capital Aggregate Bond Index, Barclays Capital US TIPS, 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 designed to track the performance of the CRSP US Small Cap Index, a broadly diversified index of the stock of smaller U.S. companies.

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 either 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. The fund’s investments consist of highly rated insurance company contracts and bank investment contracts. The fund is benchmarked by the 3-year U.S. Treasury Index.


8



U.S. Bond Index Fund

The Vanguard Total Bond Market 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.

Socially Responsible Fund

The Neuberger Berman Socially Responsive Fund seeks long-term growth of capital by investing primarily in securities of companies that meet its value-oriented financial and environmental, social and governance criteria.

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, 2015 and 2014 are stated at fair value with the exception of the fully benefit-responsive investment contracts. 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 Plan invests in fully benefit-responsive Guaranteed Investment Contracts (“GICs”) and synthetic GICs, and security-backed fully benefit-responsive security-backed investment contracts. Synthetics GICs are investment contracts issued by an insurance company or other financial institution, backed by a portfolio of bonds that are owned by the Plan. GICs and security-backed contracts are investment contracts issued by an insurance company backed by a portfolio underlying the contract that is maintained separately from the contract issuer’s general assets. 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.

Common Collective Trust (“CCT") funds are 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.

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.

(c)                      Benefits Paid

Distribution of benefits are recorded when paid.

9




(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. Net appreciation and depreciation includes the Plan’s gain
and losses on investments bought and sold as well as held during the year.

(h)                     New Accounting Pronouncement

In May of 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2015-07, Disclosures for Investments in Certain Entities that Calculate Net Asset Value Per Share (or its Equivalent), ("ASU 2015-07"). 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 entities (other than public business entities) for fiscal years beginning after December 15, 2016, with retrospective application to all periods presented. Early application is permitted. The Company has elected to adopt ASU 2015-07 early, and the Company's disclosures in Note 3 are presented accordingly.

In July 2015, the FASB issued ASU 2015-12, Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), Health and Welfare Benefit Plans (Topic 965): (Part I) Fully Benefit-Responsive Investment Contracts, (Part II) Plan Investment Disclosures, (Part III) Measurement Date Practical Expedient. Part I of the ASU eliminates the requirements to measure the fair value of fully benefit-responsive investment contracts and provide certain disclosures. Contract value is the only required measure for fully benefit-responsive investment contracts. Part II of the ASU eliminates the requirements to disclose individual investments that represent 5 percent or more of net assets available for benefits and the net appreciation or depreciation in fair value of investments by general type. It also simplifies the level of disaggregation of investments that are measured using fair value. Plans will continue to disaggregate investments that are measured using fair value by general type; however, plans are no longer required to also disaggregate investments by nature, characteristics and risks. Further, the disclosure of information about fair value measurements shall be provided by general type of plan asset. Part III of the ASU is not applicable to the Plan. The ASU is effective for fiscal years beginning after December 15, 2015. Parts I and II are to be applied retrospectively. The Company has elected to adopt Parts I and II early and, accordingly, the presentation of the financial statements and notes herein have been changed to reflect such adoption.

10




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.

The level in the fair value hierarchy within which the fair value measurement is classified is determined based on the lowest level input that is significant to the fair value measure in its entirety.

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, 2015 and 2014.

CCT funds: Valued at the 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: These contracts meet the fully benefit-responsive investment contract criteria and are reported at contract value. The discount rate is 1.10% as of December 31, 2014.

Security-backed investment contracts and synthetic GICs: These contracts meet the fully benefit-responsive investment contract criteria and the underlying securities, collective funds, and wrapper contracts are reported at contract value.

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 market value of CVS Health Common Stock was $97.77 and $96.31 per share at December 31, 2015 and 2014, respectively.






11



The following tables set forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2015 and 2014:
 
 
Investments at December 31, 2015
 
 
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
 
$
10,728

 
$

 
$

 
$
10,728

Mutual funds
 
 
4,429,003,820

 
 

 
 

 
 
4,429,003,820

Common stock
 
 
2,198,952,774

 
 

 
 

 
 
2,198,952,774

Total investments at fair value
 
$
6,627,967,322

 
$

 
$

 
$
6,627,967,322

 
 
 
 
 
 
 
 
 
 
 
 
 
Cash equivalents (1)
 
 
 
 
 
 
 
 
 
 
$
255,448,279

Stable value funds (2)
 
 
 
 
 
 
 
 
 
 
 
335,255,436

Large cap funds (3)
 
 
 
 
 
 
 
 
 
 
 
389,346,018

Total common collective trust funds at NAV
 
 
 
 
 
 
 
 
 
 
$
980,049,733

 
 
 
 
 
 
 
 
 
 
 
 
 
Synthetic GIC’s
 
 
 
 
 
 
 
 
 
 
$
202,635,898

Security Backed Contracts
 
 
 
 
 
 
 
 
 
 
 
406,726,623

Total investments at contract value
 
 
 
 
 
 
 
 
 
 
$
609,362,521

 
 
 
 
 
 
 
 
 
 
 
 
 
Total investments
 
 
 
 
 
 
 
 
 
 
$
8,217,379,576

 
 
Investments 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

Mutual funds
 
 
4,329,782,789

 
 

 
 

 
 
4,329,782,789

Common stock
 
 
2,228,722,312

 
 
 
 
 

2,228,722,312

Total investments at fair value
 
$
6,558,521,517

 
$

 
$

 
$
6,558,521,517

 
 
 
 
 
 
 
 
 
 
 
 
 
Cash equivalents (1)
 
 
 
 
 
 
 
 
 
 
$
269,049,909

Stable value funds (2)
 
 
 
 
 
 
 
 
 
 
 
329,320,808

Large cap funds (3)
 
 
 
 
 
 
 
 
 
 
 
384,388,123

Total common collective trust funds at NAV
 
 
 
 
 
 
 
 
 
 
$
982,758,840

 
 
 
 
 
 
 
 
 
 
 
 
 
GIC Contracts
 
 
 
 
 
 
 
 
 
 
$
9,214,226

Synthetic GIC’s
 
 
 
 
 
 
 
 
 
 
 
195,464,099

Security Backed Contracts
 
 
 
 
 
 
 
 
 
 
 
391,353,499

Total investments at contract value
 
 
 
 
 
 
 
 
 
 
$
596,031,824

 
 
 
 
 
 
 
 
 
 
 
 
 
Total investments
 
 
 
 
 
 
 
 
$
8,137,312,181

                        

12



(1) This category includes common collective trust funds that are designed to seek as high of a level of current income as is consistent with the preservation of capital and the maintenance of liquidity. Participant-directed redemptions and the Plan have no restrictions across the funds.

(2) This category includes common collective trust funds that are designed to deliver safety and stability by preserving principal and accumulating earnings. Participant-directed redemptions and the Plan have no restrictions across the funds; however, the Plan is required to provide a one-year redemption notice for the Galliard Managed Income Fund and the Putnam Stable Value Fund to liquidate its entire share.

(3) This category includes common collective trust funds that are designed to track the performance of various indexes. Participant-directed redemptions and the Plan have no restrictions across the funds; however, the Plan is required to provide a 60-day redemption notice for the BlockRock Global Allocation Collective Fund to liquidate its entire share.

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%.

Note 5 - Investment Policy

At December 31, 2015 and 2014, 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 CCT fund. This CCT 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.

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.


13



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 has indicated that it will take the necessary steps, if any, to bring the Plan’s operation into compliance with the code.

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 administrator has analyzed the tax positions taken by the plan, and has concluded that as of December 31, 2015, there are no uncertain tax positions taken or expected to be taken. The Plan has recognized no interest related to uncertain tax positions. 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 2012.

Note 8 - Transactions with Parties-In-Interest

As of December 31, 2015 and 2014, 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, 2015 and 2014, 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, 2015 and 2014:
 
 
2015
 
2014
Net assets available for benefits per the financial statements
 
$
8,411,827,107

 
$
8,323,388,384

Adjustment from contract value to fair value for certain fully benefit responsive
 
 
 
 
 
 
investment contracts
 
 
229,987

 
 
8,010,281

Net assets available for benefits per the Form 5500
 
$
8,412,057,094

 
$
8,331,398,665


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, 2015:
 
 
2015
Total additions per the financial statements
 
$
728,873,427

Add: Adjustment from contract value to fair value for certain fully benefit responsive investment
 
 
 
contracts as of December 31, 2015
 
 
229,987

Less: Adjustment from contract value to fair value for certain fully benefit responsive investment
 
 
 
contracts as of December 31, 2014
 
 
(8,010,281
)
Total income per the Form 5500
 
$
721,093,133






14



Note 10 – Investment Contracts with Insurance Companies

The Plan invests in fully benefit-responsive GICs and security-backed investment contracts. 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 synthetic guaranteed investment contracts held by the Plan include a wrapper contract that provides a guarantee that the credit rate will not fall below 0%. Cash flow volatility (e.g., timing of benefit payments) as well as asset under performance can be passed through to the Plan through adjustments to future contract crediting rates. Formulas are provided in the contract that adjusts renewal crediting rates to recognize the difference between the fair value and the book value of the underlying assets. Crediting rates are reviewed monthly for resetting.

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.

The traditional investment contracts held by the Plan are GICs. The contract issuer is contractually obligated to repay the principal and interest at a specified interest rate that is guaranteed to the Plan. The crediting rate is based on a formula established by the contract issuer. The crediting rate is reviewed on a quarterly basis for resetting. The contract cannot be terminated before the scheduled maturity date.
The Plan’s ability to receive amounts due in accordance with fully benefit-responsive investment contracts is dependent on the third-party issuers’ ability to meet their financial obligations. The issuers’ ability to meet their contractual obligations may be affected by future economic and regulatory developments.
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.

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

15



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.



16



Note 11. Delinquent Participant Contributions

During 2015, the Company failed to transmit certain participant contributions to the Plan in the amount of $ 2,129,703 within the time period prescribed by ERISA. Late transmissions of participant contributions constitute a prohibited transaction under ERISA section 406, regardless of materiality. The Company transmitted the delinquent participant contributions to the Plan by December 31, 2015, and reimbursed the Plan for lost earnings in the amount of $ 79,551 on March 15, 2016. Related excise taxes were paid by the Company.





































17








SUPPLEMENTAL SCHEDULES






18



THE 401(k) PLAN AND THE EMPLOYEE STOCK OWNERSHIP PLAN
OF CVS CAREMARK CORPORATION AND AFFILIATED COMPANIES
Plan Number: 017
EIN: 05-0494040

Schedule H, Line 4a-Schedule of Delinquent Participant Contributions
December 31, 2015

 
Participant Contributions Transferred Late to Plan
 
Total that Constitute Nonexempt Prohibited Transactions
 
Check here If Late Participant Loan Repayments are included: x

 
Contributions Not Corrected
 
Contributions Corrected Outside VFCP
 
 
Contributions Pending Correction in VFCP
 
Total Fully Corrected Under VFCP and PTE 2002-51
$
2,129,703

$
-
$
2,129,703

(1) 
$
-
$
-

(1)Represents delinquent participant contributions and loan repayments from various 2015 pay periods. The Company transmitted lost earnings to the Plan and filed Form 5330, Return of Excise Taxes Related to Employee Benefit Plans, during 2016.




19



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, 2015
Fund
 
Par value /number of shares
Identity of issue
 
Description
 
Current Value **

 
 
 
 
 
 
 
 
International Equity Fund
 
45,330,682

Templeton Foreign Equity Series-Primary Shares Fund
 
Mutual Fund
$
451,740,645

 
 
 
 
 
 
 
 
Core Equity Fund
 
6,083,832

Vanguard Institutional Index Fund
 
Mutual Fund
 
1,135,425,486

 
 
 
 
 
 
 
 
Small Cap Growth Fund
 
2,603,805

Vanguard Explorer Fund
 
Mutual Fund
 
194,660,472

 
 
 
 
 
 
 
 
Small Cap Index Fund
 
944,350

Vanguard Small Cap Index Fund
 
Mutual Fund
 
144,598,882

 
 
 
 
 
 
 
 
Mid Cap Index Fund
 
2,791,187

Vanguard Mid Cap Index Fund
 
Mutual Fund
 
452,255,971

 
 
 
 
 
 
 
 
International Equity Index Fund
 
35,863,184

Vanguard Developed Markets Index Fund Institutional Shares
 
Mutual Fund
 
663,110,274

 
 
 
 
 
 
 
 
U.S. Bond Index Fund
 
50,667,284

Vanguard Total Bond Market Index Fund
 
Mutual Fund
 
539,099,899

 
 
 
 
 
 
 
 
Inflation-Protected Bond Fund
 
13,000,712

Vanguard Inflation-Protected Securities Admiral Fund
 
Mutual Fund
 
133,517,313

 
 
 
 
 
 
 
 
Large Cap Equity - Neuberger Berman
 
39,782

Socially Resp Fund
 
Mutual Fund
 
1,287,744

 
 
 
 
 
 
 
 
Global Equity Fund
 
7,237,958

American Funds-New Perspective Fund
 
Mutual Fund
 
260,711,245

 
 
 
 
 
 
 
 
Global Allocation Fund
 
4,519,168

Blackrock Global Allocation Collective Fund
 
Common Collective Trust Fund
 
45,788,210

 
 
 
 
 
 
 
 
Diversified Bond Fund
 
35,749,338

Diversified Bond Fund
 
Mutual Fund
 
344,131,604

 
 
 
 
 
 
 
 
CVS Health Common Stock Fund
 
12,749,131

 CVS Health Common Stock
 
CVS Health Corporation Common Stock
 
1,246,482,538

 
 
12,840,760

* EB Temporary Investment Fund II
 
Common Collective Trust Fund
 
12,840,760

 
 
 
CVS Health Common Stock Fund Subtotal
 
 
$
1,259,323,298

 
 
 
 
 
 
 
 
 
 
55,254,824

* EB Temporary Investment Fund II
 
Common Collective Trust Fund
$
55,153,158

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stable Value Fund
 
 
 
 
Separately Managed Fund
 
 

 
 
101,477,602

Prudential Life Insurance Co.
 
Synthetic guaranteed investment contracts
$
101,477,602

 
 
 
 
 
 
 
 
 
 
101,158,296

Prudential Life Insurance Co.
 
Synthetic guaranteed investment contracts
 
101,158,296

 
 
 
 
 
 
 
 

20



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

 
 
101,427,359

Metropolitan Life Ins Co. - Short
 
Security-backed Contract
 
101,427,359

 
 
101,543,971

Metropolitan Life Ins Co. - Intermediate
 
Security-backed Contract
 
101,543,971

 
 
 
 
 
 
 
 
 
 
102,083,961

Massachusetts Mutual Life Ins., - Short
 
Security-backed Contract
 
102,083,961

 
 
 
 
 
 
 
 
 
 
101,671,332

Massachusetts Mutual Life Ins.
 
Security-backed Contract
 
101,671,332

 
 
 
 
 
 
 
 
 
 
165,301,498

* EB Temporary Investment Fund II
 
Common Collective Trust Fund
 
165,301,498

 
 
 
 
 
 
 
 
 
 
167,042,111

Putnam Stable Value Fund
 
Common Collective Trust Fund
 
167,042,111

 
 
 
 
 
 
 
 
 
 
168,213,325

Stable Value Fund D
 
Common Collective Trust Fund
 
168,213,325

 
 
 
 
 
 
 
 
 
 
 
Stable Value Fund Subtotal
 
 
$
1,109,919,455

 
 
 
 
 
 
 
 
Small Cap Value Fund
 
 
Wells Capital and and Dimensional Fund Advisor Small Cap Value Fund
 
Separately Managed Fund
 
 

 
 
33,960

ABERCROMBIE & FITCH CO
 
Common Stock
$
916,920

 
 
54,867

ACTUANT CORP
 
Common Stock
 
1,314,613

 
 
69,501

AMN HEALTHCARE SERVICES INC
 
Common Stock
 
2,158,006

 
 
17,660

AMSURG CORP
 
Common Stock
 
1,342,160

 
 
42,180

ARTISAN PARTNERS ASSET MANAGEM
 
Common Stock
 
1,521,011

 
 
160,931

ASCENA RETAIL GROUP INC
 
Common Stock
 
1,585,170

 
 
58,260

ASSOCIATED BANC-CORP
 
Common Stock
 
1,092,375

 
 
161,710

AVID TECHNOLOGY INC
 
Common Stock
 
1,178,866

 
 
24,200

BEACON ROOFING SUPPLY INC
 
Common Stock
 
996,556

 
 
7,550

BIO-RAD LABORATORIES INC
 
Common Stock
 
1,046,883

 
 
162,544

COBALT INTERNATIONAL ENERGY IN
 
Common Stock
 
877,738

 
 
50,630

CORELOGIC INC/UNITED STATES
 
Common Stock
 
1,714,332

 
 
127,460

DEAN FOODS CO
 
Common Stock
 
2,185,939

 
 
29,200

DIAMONDBACK ENERGY INC
 
Common Stock
 
1,953,480

 
 
24,600

DRIL-QUIP INC
 
Common Stock
 
1,457,058

 
 
102,860

DSW INC
 
Common Stock
 
2,454,240

 
 
50,700

ENCORE CAPITAL GROUP INC
 
Common Stock
 
1,474,356

 
 
126,252

ENDURANCE INTERNATIONAL GROUP
 
Common Stock
 
1,379,934

 
 
30,650

ENDURANCE SPECIALTY HOLDINGS L
 
Common Stock
 
1,961,294

 
 
43,130

EQUITY COMMONWEALTH
 
Common Stock
 
1,195,995

 
 
66,072

ESSENDANT INC
 
Common Stock
 
2,157,251

 
 
88,500

ESSENT GROUP LTD
 
Common Stock
 
1,937,265

 
 
149,190

EVERTEC INC
 
Common Stock
 
2,497,441

 
 
120,802

FIRSTMERIT CORP
 
Common Stock
 
2,252,957

 
 
86,000

FORUM ENERGY TECHNOLOGIES INC
 
Common Stock
 
1,071,560

 
 
54,200

HAEMONETICS CORP
 
Common Stock
 
1,747,408

 
 
67,000

HANCOCK HOLDING CO
 
Common Stock
 
1,686,390

 
 
166,750

HUNTSMAN CORP
 
Common Stock
 
1,895,948

 
 
19,660

IDEX CORP
 
Common Stock
 
1,506,153


21



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

 
 
28,700

INTEGRA LIFESCIENCES HOLDINGS
 
Common Stock
 
1,945,286

 
 
121,530

INTERVAL LEISURE GROUP INC
 
Common Stock
 
1,897,083

 
 
10,825

J&J SNACK FOODS CORP
 
Common Stock
$
1,267,175

 
 
59,450

JABIL CIRCUIT INC
 
Common Stock
 
1,384,591

 
 
84,050

KAR AUCTION SERVICES INC
 
Common Stock
 
3,135,065

 
 
22,230

KIRBY CORP
 
Common Stock
 
1,169,743

 
 
36,800

KORN/FERRY INTERNATIONAL
 
Common Stock
 
1,224,704

 
 
89,800

LADDER CAPITAL CORP
 
Common Stock
 
1,245,526

 
 
33,000

LANDSTAR SYSTEM INC
 
Common Stock
 
1,935,450

 
 
152,919

LAREDO PETROLEUM INC
 
Common Stock
 
1,221,823

 
 
73,056

MACK-CALI REALTY CORP
 
Common Stock
 
1,705,858

 
 
140,500

MANITOWOC CO INC/THE
 
Common Stock
 
2,156,675

 
 
142,230

NEW RESIDENTIAL INVESTMENT COR
 
Common Stock
 
1,794,943

 
 
148,300

OASIS PETROLEUM INC
 
Common Stock
 
1,092,971

 
 
305,330

OCWEN FINANCIAL CORP
 
Common Stock
 
2,128,150

 
 
139,800

PARKWAY PROPERTIES INC/MD
 
Common Stock
 
2,185,074

 
 
168,610

PARTY CITY HOLDCO INC
 
Common Stock
 
2,176,755

 
 
132,500

PENNYMAC MORTGAGE INVESTMENT T
 
Common Stock
 
2,084,225

 
 
340,900

PIER 1 IMPORTS INC
 
Common Stock
 
1,735,181

 
 
27,100

POST HOLDINGS INC
 
Common Stock
 
1,672,070

 
 
150,010

REDWOOD TRUST INC
 
Common Stock
 
1,980,132

 
 
111,183

RESOURCES CONNECTION INC
 
Common Stock
 
1,816,730

 
 
55,500

RSP PERMIAN INC
 
Common Stock
 
1,353,645

 
 
79,800

SEAWORLD ENTERTAINMENT INC
 
Common Stock
 
1,571,262

 
 
41,150

SILGAN HOLDINGS INC
 
Common Stock
 
2,210,578

 
 
26,521

STERIS PLC
 
Common Stock
 
1,998,092

 
 
116,100

STERLING BANCORP/DE
 
Common Stock
 
1,883,142

 
 
27,200

STIFEL FINANCIAL CORP
 
Common Stock
 
1,152,192

 
 
56,585

TETRA TECH INC
 
Common Stock
 
1,472,342

 
 
242,195

TREASURY WINE ESTATES LTD
 
Common Stock
 
1,453,170

 
 
136,860

UMPQUA HOLDINGS CORP
 
Common Stock
 
2,197,972

 
 
16,000

VIRTUS INVESTMENT PARTNERS INC
 
Common Stock
 
1,879,360

 
 
48,950

WESTAR ENERGY INC
 
Common Stock
 
2,093,592

 
 
158,800

WINCOR NIXDORF AG
 
Common Stock
 
1,619,760

 
 
88,510

ZIONS BANCORPORATION
 
Common Stock
 
2,416,323

 
 
 
Cash
 
Cash
 
10,728

 
 
6,366,555

* EB Temporary Investment Fund II
 
Common Collective Trust Fund
 
6,367,739

 
 
 
 
 
 
 
 
 
 
 
DFA US Targeted Value Portfolio
 
Mutual Fund
$
108,464,285

 
 
 
 
 
 
 
 
 
 
 
Small Cap Value Fund Subtotal
 
 
$
223,658,691

 
 
 
 
 
 
 
 
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
$
6,699,000

 
 
174,000

ALTRIA GROUP INC
 
Common Stock
 
10,226,850

 
 
100,000

ANADARKO PETROLEUM CORP
 
Common Stock
 
4,858,000

 
 
500,000

APPLIED MATERIALS INC
 
Common Stock
 
9,335,000


22



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

 
 
665,000

BANK OF AMERICA CORP
 
Common Stock
 
11,191,950

 
 
192,212

BAXALTA INC
 
Common Stock
 
7,515,489

 
 
100,000

BAXTER INTERNATIONAL INC
 
Common Stock
$
3,826,500

 
 
160,000

BRISTOL-MYERS SQUIBB CO
 
Common Stock
 
11,067,200

 
 
250,000

CSX CORP
 
Common Stock
 
6,487,500

 
 
42,000

CHEVRON CORP
 
Common Stock
 
3,778,320

 
 
180,000

CITIGROUP INC
 
Common Stock
 
9,315,000

 
 
80,000

CONOCOPHILLIPS
 
Common Stock
 
3,735,200

 
 
374,000

CORNING INC
 
Common Stock
 
6,836,720

 
 
59,500

COSTCO WHOLESALE CORP
 
Common Stock
 
9,609,250

 
 
110,000

EI DU PONT DE NEMOURS & CO
 
Common Stock
 
7,326,000

 
 
40,000

EXPRESS SCRIPTS HOLDING CO
 
Common Stock
 
3,496,400

 
 
77,000

FMC CORP
 
Common Stock
 
3,025,715

 
 
210,000

FREEPORT-MCMORAN INC
 
Common Stock
 
1,421,700

 
 
85,000

HONEYWELL INTERNATIONAL INC
 
Common Stock
 
8,803,450

 
 
70,000

HUMANA INC
 
Common Stock
 
12,516,000

 
 
105,000

JPMORGAN CHASE & CO
 
Common Stock
 
6,933,150

 
 
200,000

JUNIPER NETWORKS INC
 
Common Stock
 
5,520,000

 
 
150,000

LOWE'S COS INC
 
Common Stock
 
11,406,000

 
 
180,000

MARATHON OIL CORP
 
Common Stock
 
2,266,200

 
 
130,500

MARATHON PETROLEUM CORP
 
Common Stock
 
6,765,120

 
 
140,000

METLIFE INC
 
Common Stock
 
6,749,400

 
 
225,000

MORGAN STANLEY
 
Common Stock
 
7,157,250

 
 
93,000

NEXTERA ENERGY INC
 
Common Stock
 
9,661,770

 
 
95,000

NORDSTROM INC
 
Common Stock
 
4,731,950

 
 
80,000

PHILIP MORRIS INTERNATIONAL IN
 
Common Stock
 
7,114,400

 
 
100,000

PRUDENTIAL FINANCIAL INC
 
Common Stock
 
8,141,000

 
 
225,000

TERADATA CORP
 
Common Stock
 
5,944,500

 
 
325,000

TYSON FOODS INC
 
Common Stock
 
17,332,250

 
 
80,000

UNION PACIFIC CORP
 
Common Stock
 
6,256,000

 
 
53,000

UNITED TECHNOLOGIES CORP
 
Common Stock
 
5,091,710

 
 
280,000

UNUM GROUP
 
Common Stock
 
9,321,200

 
 
124,000

VALERO ENERGY CORP
 
Common Stock
 
8,768,040

 
 
240,000

VERIZON COMMUNICATIONS INC
 
Common Stock
 
11,092,800

 
 
170,000

WELLS FARGO & CO
 
Common Stock
 
9,241,200

 
 
150,000

WILLIAMS COS INC/THE
 
Common Stock
 
3,855,000

 
 
 
 
 
 
$
294,420,184

 
 
 
 
 
 
 
 
 
 
17,200

AIR PRODUCTS & CHEMICALS INC
 
Common Stock
$
2,251,824

 
 
47,800

ALTRIA GROUP INC
 
Common Stock
 
2,809,445

 
 
29,600

AMERICAN EXPRESS CO
 
Common Stock
 
2,058,680

 
 
38,000

AMERICAN INTERNATIONAL GROUP I
 
Common Stock
 
2,354,860

 
 
15,900

AMERIPRISE FINANCIAL INC
 
Common Stock
 
1,692,078

 
 
12,700

ANTHEM INC
 
Common Stock
 
1,770,888

 
 
184,200

BANK OF AMERICA CORP
 
Common Stock
 
3,100,086

 
 
72,800

BP PLC
 
Common Stock
 
2,275,728

 
 
46,500

CAPITAL ONE FINANCIAL CORP
 
Common Stock
 
3,356,370

 
 
20,400

CARDINAL HEALTH INC
 
Common Stock
 
1,829,003


23



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

 
 
51,700

CARNIVAL CORP
 
Common Stock
 
2,816,616

 
 
24,800

CHEVRON CORP
 
Common Stock
 
2,231,008

 
 
15,200

CIGNA CORP
 
Common Stock
$
2,224,216

 
 
72,050

CITIGROUP INC
 
Common Stock
 
3,728,588

 
 
42,400

CONOCOPHILLIPS
 
Common Stock
 
1,979,656

 
 
88,300

CRH PLC
 
Common Stock
 
2,544,806

 
 
17,400

CVS HEALTH CORP
 
Common Stock
 
1,701,198

 
 
16,900

DEERE & CO
 
Common Stock
 
1,299,103

 
 
14,300

DELPHI AUTOMOTIVE PLC
 
Common Stock
 
1,225,939

 
 
30,500

DISCOVER FINANCIAL SERVICES
 
Common Stock
 
1,635,410

 
 
50,100

E*TRADE FINANCIAL CORP
 
Common Stock
 
1,484,964

 
 
24,300

EATON CORP PLC
 
Common Stock
 
1,264,572

 
 
96,000

FAIRMOUNT SANTROL HOLDINGS INC
 
Common Stock
 
225,600

 
 
84,500

FIFTH THIRD BANCORP
 
Common Stock
 
1,709,435

 
 
61,400

FIRST NIAGARA FINANCIAL GROUP
 
Common Stock
 
666,190

 
 
39,100

FMC CORP
 
Common Stock
 
1,536,435

 
 
11,800

GENERAL DYNAMICS CORP
 
Common Stock
 
1,620,848

 
 
84,100

HANESBRANDS INC
 
Common Stock
 
2,475,063

 
 
15,300

HONEYWELL INTERNATIONAL INC
 
Common Stock
 
1,584,621

 
 
38,900

INTEL CORP
 
Common Stock
 
1,340,105

 
 
20,300

JOHNSON & JOHNSON
 
Common Stock
 
2,085,216

 
 
48,800

JOHNSON CONTROLS INC
 
Common Stock
 
1,941,264

 
 
48,300

JPMORGAN CHASE & CO
 
Common Stock
 
3,189,249

 
 
75,100

KBR INC
 
Common Stock
 
1,276,700

 
 
117,000

KEYCORP
 
Common Stock
 
1,543,230

 
 
29,700

MEDTRONIC PLC
 
Common Stock
 
2,295,810

 
 
34,500

MERCK & CO INC
 
Common Stock
 
1,838,160

 
 
43,600

MICROCHIP TECHNOLOGY INC
 
Common Stock
 
2,029,144

 
 
43,200

MICROSOFT CORP
 
Common Stock
 
2,396,736

 
 
129,400

NAVIENT CORP
 
Common Stock
 
1,481,630

 
 
137,600

NEW YORK COMMUNITY BANCORP INC
 
Common Stock
 
2,245,632

 
 
49,000

NIELSEN HOLDINGS PLC
 
Common Stock
 
2,283,400

 
 
36,000

NORWEGIAN CRUISE LINE HOLDINGS
 
Common Stock
 
2,109,600

 
 
1,702

NVR INC
 
Common Stock
 
2,796,386

 
 
30,500

OCCIDENTAL PETROLEUM CORP
 
Common Stock
 
2,084,980

 
 
52,500

ORACLE CORP
 
Common Stock
 
1,917,825

 
 
61,300

OWENS CORNING
 
Common Stock
 
2,893,360

 
 
119,800

PEOPLE'S UNITED FINANCIAL INC
 
Common Stock
 
1,934,770

 
 
59,522

PFIZER INC
 
Common Stock
 
1,921,370

 
 
21,400

PHILIP MORRIS INTERNATIONAL IN
 
Common Stock
 
1,903,102

 
 
18,700

PHILLIPS 66
 
Common Stock
 
1,529,660

 
 
24,400

PNC FINANCIAL SERVICES GROUP I
 
Common Stock
 
2,325,564

 
 
32,600

QUALCOMM INC
 
Common Stock
 
1,629,511

 
 
14,000

RAYTHEON CO
 
Common Stock
 
1,743,420

 
 
62,762

REYNOLDS AMERICAN INC
 
Common Stock
 
2,919,061

 
 
166,500

ROLLS-ROYCE HOLDINGS PLC
 
Common Stock
 
1,442,121


24



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

 
 
31,300

ROYAL CARIBBEAN CRUISES LTD
 
Common Stock
 
3,179,611

 
 
52,600

SANOFI
 
Common Stock
 
2,243,390

 
 
17,700

SEADRILL LTD
 
Common Stock
$
59,826

 
 
104,800

SEAWORLD ENTERTAINMENT INC
 
Common Stock
 
2,063,512

 
 
191,000

SLM CORP
 
Common Stock
 
1,245,320

 
 
45,900

SPIRIT AEROSYSTEMS HOLDINGS IN
 
Common Stock
 
2,298,213

 
 
16,400

SPX FLOW INC
 
Common Stock
 
457,724

 
 
25,700

STANLEY BLACK & DECKER INC
 
Common Stock
 
2,742,961

 
 
32,000

STATE STREET CORP
 
Common Stock
 
2,134,400

 
 
19,324

TARGET CORP
 
Common Stock
 
1,403,116

 
 
38,300

TEVA PHARMACEUTICAL INDUSTRIES
 
Common Stock
 
2,514,012

 
 
46,700

TEXAS INSTRUMENTS INC
 
Common Stock
 
2,559,627

 
 
42,400

TYCO INTERNATIONAL PLC
 
Common Stock
 
1,352,136

 
 
24,125

UNITED TECHNOLOGIES CORP
 
Common Stock
 
2,317,689

 
 
17,400

UNITEDHEALTH GROUP INC
 
Common Stock
 
2,046,936

 
 
46,110

VERIZON COMMUNICATIONS INC
 
Common Stock
 
2,131,204

 
 
33,509

VODAFONE GROUP PLC
 
Common Stock
 
1,099,634

 
 
56,800

WELLS FARGO & CO
 
Common Stock
 
3,087,648

 
 
 
 
 
 
$
147,487,195

 
 
 
 
 
 
 
 
 
 
708,628

Mellon Capital Management Large Capital Value Stock Fund
 
Common Collective Trust Fund
$
141,520,138

 
 
 
 
 
 
 
 
 
 
6,152,204

* EB Temporary Investment Fund II
 
Common Collective Trust Fund
$
6,153,140

 
 
 
 
 
 
 
 
 
 
3,744,194

* EB Temporary Investment Fund II
 
Common Collective Trust Fund
$
3,745,131

 
 
 
 
 
 
 
 
 
 
 
Growth & Income Fund Subtotal
 
 
$
593,325,788

 
 
 
 
 
 
 
 
Large Cap Growth Fund
 
 
TRowe Price and Columbus Circle Core Equity Fund
 
Separately Managed Fund
 
 
 
 
76,922

ACTIVISION BLIZZARD INC
 
Common Stock
$
2,977,651

 
 
16,089

ALEXION PHARMACEUTICALS INC
 
Common Stock
 
3,068,977

 
 
10,743

ALLERGAN PLC
 
Common Stock
 
3,357,188

 
 
10,266

ALPHABET INC
 
Common Stock
 
7,987,051

 
 
10,900

AMAZON.COM INC
 
Common Stock
 
7,367,201

 
 
20,605

AMERISOURCEBERGEN CORP
 
Common Stock
 
2,136,945

 
 
105,010

APPLE INC
 
Common Stock
 
11,053,353

 
 
13,365

AVAGO TECHNOLOGIES LTD
 
Common Stock
 
1,939,930

 
 
94,185

BRISTOL-MYERS SQUIBB CO
 
Common Stock
 
6,514,776

 
 
72,678

CAPITAL ONE FINANCIAL CORP
 
Common Stock
 
5,245,898

 
 
26,811

CONSTELLATION BRANDS INC
 
Common Stock
 
3,818,959

 
 
92,678

DELTA AIR LINES INC
 
Common Stock
 
4,697,848

 
 
20,739

DEXCOM INC
 
Common Stock
 
1,698,524

 
 
46,324

EDWARDS LIFESCIENCES CORP
 
Common Stock
 
3,658,670

 
 
38,339

ELI LILLY & CO
 
Common Stock
 
3,230,444

 
 
74,891

FACEBOOK INC
 
Common Stock
 
7,838,092

 
 
19,473

FLEETCOR TECHNOLOGIES INC
 
Common Stock
 
2,783,276

 
 
83,392

GILEAD SCIENCES INC
 
Common Stock
 
8,438,436


25



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

 
 
118,613

HILTON WORLDWIDE HOLDINGS INC
 
Common Stock
 
2,538,318

 
 
4,303

INTUITIVE SURGICAL INC
 
Common Stock
 
2,350,126

 
 
39,250

L BRANDS INC
 
Common Stock
$
3,760,935

 
 
37,254

LAM RESEARCH CORP
 
Common Stock
 
2,969,889

 
 
86,600

MASCO CORP
 
Common Stock
 
2,450,780

 
 
68,841

MASTERCARD INC
 
Common Stock
 
6,702,360

 
 
13,264

MCDONALD'S CORP
 
Common Stock
 
1,567,009

 
 
31,785

MCGRAW HILL FINANCIAL INC
 
Common Stock
 
3,133,365

 
 
19,765

MCKESSON CORP
 
Common Stock
 
3,903,785

 
 
45,308

MONDELEZ INTERNATIONAL INC
 
Common Stock
 
2,039,313

 
 
16,257

NETFLIX INC
 
Common Stock
 
1,859,476

 
 
123,492

NIKE INC
 
Common Stock
 
7,738,009

 
 
35,118

NXP SEMICONDUCTORS NV
 
Common Stock
 
2,958,692

 
 
14,187

PALO ALTO NETWORKS INC
 
Common Stock
 
2,498,898

 
 
52,100

PAYPAL HOLDINGS INC
 
Common Stock
 
1,886,020

 
 
69,213

PPG INDUSTRIES INC
 
Common Stock
 
6,839,629

 
 
3,079

PRICELINE GROUP INC/THE
 
Common Stock
 
3,925,571

 
 
50,571

ROYAL CARIBBEAN CRUISES LTD
 
Common Stock
 
5,137,255

 
 
37,374

SERVICENOW INC
 
Common Stock
 
3,235,093

 
 
33,048

SPLUNK INC
 
Common Stock
 
1,943,553

 
 
90,665

STARBUCKS CORP
 
Common Stock
 
5,442,620

 
 
70,934

SYNCHRONY FINANCIAL
 
Common Stock
 
2,157,103

 
 
23,269

TABLEAU SOFTWARE INC
 
Common Stock
 
2,192,405

 
 
63,757

TARGET CORP
 
Common Stock
 
4,629,396

 
 
37,800

TJX COS INC/THE
 
Common Stock
 
2,680,398

 
 
29,844

ULTA SALON COSMETICS & FRAGRAN
 
Common Stock
 
5,521,140

 
 
30,745

UNDER ARMOUR INC
 
Common Stock
 
2,478,354

 
 
73,942

UNITED CONTINENTAL HOLDINGS IN
 
Common Stock
 
4,236,877

 
 
87,696

VISA INC
 
Common Stock
 
6,800,825

 
 
 
 
 
 
$
193,390,413

 
 
 
 
 
 
 
 
 
 
1,900

ABBVIE INC
 
Common Stock
$
112,556

 
 
8,600

AETNA INC
 
Common Stock
 
929,832

 
 
3,000

AKAMAI TECHNOLOGIES INC
 
Common Stock
 
157,890

 
 
9,400

ALASKA AIR GROUP INC
 
Common Stock
 
756,794

 
 
28,400

ALEXION PHARMACEUTICALS INC
 
Common Stock
 
5,417,300

 
 
34,878

ALIBABA GROUP HOLDING LTD
 
Common Stock
 
2,834,535

 
 
17,200

ALLERGAN PLC
 
Common Stock
 
5,375,000

 
 
11,736

ALPHABET INC
 
Common Stock
 
8,906,216

 
 
7,120

ALPHABET INC
 
Common Stock
 
5,539,431

 
 
23,300

AMAZON.COM INC
 
Common Stock
 
15,748,237

 
 
65,100

AMERICAN AIRLINES GROUP INC
 
Common Stock
 
2,756,985

 
 
34,200

AMERICAN TOWER CORP
 
Common Stock
 
3,332,644

 
 
7,600

AMERIPRISE FINANCIAL INC
 
Common Stock
 
808,792

 
 
7,600

AMERISOURCEBERGEN CORP
 
Common Stock
 
788,196

 
 
500

AMGEN INC
 
Common Stock
 
81,165

 
 
13,100

ANTHEM INC
 
Common Stock
 
1,826,664


26



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

 
 
27,700

APPLE INC
 
Common Stock
 
2,915,702

 
 
5,200

ASHLAND INC
 
Common Stock
 
534,040

 
 
1,700

AUTOZONE INC
 
Common Stock
 
1,261,247

 
 
300

AVAGO TECHNOLOGIES LTD
 
Common Stock
$
43,545

 
 
7,300

BAIDU INC
 
Common Stock
 
1,379,992

 
 
9,500

BANK OF NEW YORK MELLON CORP/T
 
Common Stock
 
391,590

 
 
2,800

BAXALTA INC
 
Common Stock
 
109,284

 
 
10,900

BECTON DICKINSON AND CO
 
Common Stock
 
1,679,581

 
 
6,800

BIOGEN INC
 
Common Stock
 
2,083,180

 
 
22,800

BOEING CO/THE
 
Common Stock
 
3,296,652

 
 
1,200

BORGWARNER INC
 
Common Stock
 
51,876

 
 
33,700

BRISTOL-MYERS SQUIBB CO
 
Common Stock
 
2,331,029

 
 
7,300

CANADIAN PACIFIC RAILWAY LTD
 
Common Stock
 
933,290

 
 
16,400

CARDINAL HEALTH INC
 
Common Stock
 
1,470,375

 
 
2,700

CARMAX INC
 
Common Stock
 
145,719

 
 
2,100

CARNIVAL CORP
 
Common Stock
 
114,408

 
 
35,600

CELGENE CORP
 
Common Stock
 
4,263,456

 
 
1,000

CHIPOTLE MEXICAN GRILL INC
 
Common Stock
 
479,850

 
 
200

CIGNA CORP
 
Common Stock
 
29,266

 
 
2,300

CIMAREX ENERGY CO
 
Common Stock
 
205,574

 
 
2,200

CITIGROUP INC
 
Common Stock
 
113,850

 
 
6,000

COGNIZANT TECHNOLOGY SOLUTIONS
 
Common Stock
 
360,120

 
 
1,600

CONCHO RESOURCES INC
 
Common Stock
 
148,576

 
 
5,400

CONSTELLATION BRANDS INC
 
Common Stock
 
769,176

 
 
3,400

COSTCO WHOLESALE CORP
 
Common Stock
 
549,100

 
 
21,400

CTRIP.COM INTERNATIONAL LTD
 
Common Stock
 
991,462

 
 
69,400

DANAHER CORP
 
Common Stock
 
6,455,322

 
 
4,600

DELPHI AUTOMOTIVE PLC
 
Common Stock
 
394,358

 
 
1,700

DELTA AIR LINES INC
 
Common Stock
 
86,173

 
 
8,800

ECOLAB INC
 
Common Stock
 
1,009,624

 
 
9,300

ELECTRONIC ARTS INC
 
Common Stock
 
639,096

 
 
21,900

ELI LILLY & CO
 
Common Stock
 
1,845,294

 
 
3,900

ESTEE LAUDER COS INC/THE
 
Common Stock
 
343,434

 
 
70,500

FACEBOOK INC
 
Common Stock
 
7,378,530

 
 
8,900

FEDEX CORP
 
Common Stock
 
1,328,236

 
 
900

FERRARI NV
 
Common Stock
 
43,200

 
 
9,500

FIRST DATA CORP
 
Common Stock
 
152,190

 
 
20,700

FISERV INC
 
Common Stock
 
1,893,222

 
 
600

FLOWSERVE CORP
 
Common Stock
 
25,356

 
 
35,600

GILEAD SCIENCES INC
 
Common Stock
 
3,602,364

 
 
50,000

HANESBRANDS INC
 
Common Stock
 
1,471,500

 
 
2,000

HENRY SCHEIN INC
 
Common Stock
 
316,380

 
 
48,550

HILTON WORLDWIDE HOLDINGS INC
 
Common Stock
 
1,038,970

 
 
5,800

HOLOGIC INC
 
Common Stock
 
224,402

 
 
19,700

HOME DEPOT INC/THE
 
Common Stock
 
2,605,325

 
 
2,200

HUMANA INC
 
Common Stock
 
393,360

 
 
2,600

IHS INC
 
Common Stock
 
307,918

 
 
2,700

INCYTE CORP
 
Common Stock
 
292,815

 
 
8,560

INTERCONTINENTAL EXCHANGE INC
 
Common Stock
 
2,193,586

 
 
2,800

INTUITIVE SURGICAL INC
 
Common Stock
 
1,529,248


27



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

 
 
5,800

JB HUNT TRANSPORT SERVICES INC
 
Common Stock
 
425,488

 
 
7,400

JD.COM INC
 
Common Stock
 
238,761

 
 
500

KROGER CO/THE
 
Common Stock
$
20,915

 
 
6,800

L BRANDS INC
 
Common Stock
 
651,576

 
 
600

LAS VEGAS SANDS CORP
 
Common Stock
 
26,304

 
 
6,700

LINKEDIN CORP
 
Common Stock
 
1,508,036

 
 
1,100

LOCKHEED MARTIN CORP
 
Common Stock
 
238,865

 
 
40,300

LOWE'S COS INC
 
Common Stock
 
3,064,412

 
 
8,800

MARRIOTT INTERNATIONAL INC/MD
 
Common Stock
 
589,952

 
 
12,500

MARSH & MCLENNAN COS INC
 
Common Stock
 
693,125

 
 
56,100

MASTERCARD INC
 
Common Stock
 
5,461,896

 
 
23,300

MCKESSON CORP
 
Common Stock
 
4,602,123

 
 
7,587

MEDTRONIC PLC
 
Common Stock
 
586,475

 
 
39,100

MGM RESORTS INTERNATIONAL
 
Common Stock
 
888,352

 
 
99,500

MICROSOFT CORP
 
Common Stock
 
5,520,260

 
 
400

MOLSON COORS BREWING CO
 
Common Stock
 
37,568

 
 
1,100

MONSTER BEVERAGE CORP
 
Common Stock
 
163,856

 
 
71,500

MORGAN STANLEY
 
Common Stock
 
2,274,415

 
 
22,500

NETFLIX INC
 
Common Stock
 
2,573,550

 
 
31,000

NIKE INC
 
Common Stock
 
1,942,332

 
 
3,500

NORTHERN TRUST CORP
 
Common Stock
 
253,575

 
 
200

NORTHROP GRUMMAN CORP
 
Common Stock
 
37,762

 
 
21,500

NORWEGIAN CRUISE LINE HOLDINGS
 
Common Stock
 
1,259,900

 
 
9,500

O'REILLY AUTOMOTIVE INC
 
Common Stock
 
2,407,490

 
 
7,800

PAYPAL HOLDINGS INC
 
Common Stock
 
282,360

 
 
100

PERRIGO CO PLC
 
Common Stock
 
14,470

 
 
1,300

PIONEER NATURAL RESOURCES CO
 
Common Stock
 
162,994

 
 
200

PPG INDUSTRIES INC
 
Common Stock
 
19,764

 
 
5,290

PRICELINE GROUP INC/THE
 
Common Stock
 
6,744,486

 
 
200

PVH CORP
 
Common Stock
 
14,730

 
 
16,490

RED HAT INC
 
Common Stock
 
1,365,537

 
 
4,600

REGENERON PHARMACEUTICALS INC
 
Common Stock
 
2,497,202

 
 
1,100

ROCKWELL COLLINS INC
 
Common Stock
 
101,530

 
 
7,600

ROPER TECHNOLOGIES INC
 
Common Stock
 
1,442,404

 
 
25,000

ROSS STORES INC
 
Common Stock
 
1,345,250

 
 
14,100

ROYAL CARIBBEAN CRUISES LTD
 
Common Stock
 
1,432,236

 
 
42,100

SALESFORCE.COM INC
 
Common Stock
 
3,300,640

 
 
14,500

SERVICENOW INC
 
Common Stock
 
1,255,120

 
 
3,900

SHERWIN-WILLIAMS CO/THE
 
Common Stock
 
1,012,440

 
 
900

SHIRE PLC
 
Common Stock
 
184,500

 
 
47,200

STARBUCKS CORP
 
Common Stock
 
2,833,416

 
 
14,900

STATE STREET CORP
 
Common Stock
 
993,830

 
 
8,800

STRYKER CORP
 
Common Stock
 
821,216

 
 
51,300

TD AMERITRADE HOLDING CORP
 
Common Stock
 
1,780,623

 
 
135,200

TENCENT HOLDINGS LTD
 
Common Stock
 
2,652,624

 
 
3,530

TESLA MOTORS INC
 
Common Stock
 
847,235

 
 
11,900

TEXTRON INC
 
Common Stock
 
500,129


28



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

 
 
21,200

THERMO FISHER SCIENTIFIC INC
 
Common Stock
 
3,010,400

 
 
300

TIME WARNER INC
 
Common Stock
 
19,401

 
 
2,300

T-MOBILE US INC
 
Common Stock
 
89,976

 
 
16,400

TRACTOR SUPPLY CO
 
Common Stock
$
1,402,200

 
 
1,800

UNION PACIFIC CORP
 
Common Stock
 
140,760

 
 
19,100

UNITED CONTINENTAL HOLDINGS IN
 
Common Stock
 
1,094,430

 
 
25,900

UNITEDHEALTH GROUP INC
 
Common Stock
 
3,046,876

 
 
18,200

VALEANT PHARMACEUTICALS INTERN
 
Common Stock
 
1,850,030

 
 
16,500

VERTEX PHARMACEUTICALS INC
 
Common Stock
 
2,076,195

 
 
1,800

VF CORP
 
Common Stock
 
112,050

 
 
77,900

VISA INC
 
Common Stock
 
6,041,145

 
 
9,900

WABTEC CORP/DE
 
Common Stock
 
704,088

 
 
23,300

WALGREENS BOOTS ALLIANCE INC
 
Common Stock
 
1,984,109

 
 
18,400

WALT DISNEY CO/THE
 
Common Stock
 
1,946,533

 
 
3,600

ZOETIS INC
 
Common Stock
 
172,508

 
 
 
 
 
 
$
208,356,505

 
 
 
 
 
 
 
 
 
 
5,277,783

* EB Temporary Investment Fund II

 
Common Collective Trust Fund
$
5,278,533

 
 
 
 
 
 
 
 
 
 
608,233

* EB Temporary Investment Fund II

 
Common Collective Trust Fund
$
608,320

 
 
 
 
 
 
 
 
 
 
1,423,001

EB DL NON SL LARGE CAP GROWTH
 
Common Collective Trust Fund
$
202,037,670

 
 
 
 
 
 
 
 
 
 
 
Large Cap Growth Fund Subtotal
 
 
$
609,671,441

 
 
 
 
 
 
 
 
 
 
 
**Notes receivable from participants
 
Prime rate as of the month end prior to loan request date plus 1%
$
188,325,018

 
 
 
 
 
 
 
 
 
 
 
Total Assets Held in the Plan
 
 
$
8,405,704,594


*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.

















29





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 28, 2016
By
/s/ David M. Denton
 
 
David M. Denton
 
 
Executive Vice President, Chief Financial Officer









































30



EXHIBIT INDEX



Exhibit
 
Description
 
 
 
23.1
 
 
Consent of Ernst & Young LLP




31