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Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

5K characters. Original on sec.gov ·

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Our common stock is listed on the New York Stock Exchange under the symbol “CVS.” The table below sets forth the high and low closing prices of our common stock on the New York Stock Exchange Composite Tape and the quarterly cash dividends declared per share of common stock during the periods indicated.

First QuarterSecond QuarterThird QuarterFourth QuarterYear
2017 High$83.92$82.79$83.31$80.91$83.92
Low$74.80$75.95$75.35$66.80$66.80
Cash dividends per common share$0.50$0.50$0.50$0.50$2.00
2016 High$104.05$106.10$98.06$88.80$106.10
Low$89.65$93.21$88.99$73.53$73.53
Cash dividends per common share$0.425$0.425$0.425$0.425$1.70

CVS Health has paid cash dividends every quarter since becoming a public company. Future dividend payments will depend on the Company’s earnings, capital requirements, financial condition and other factors considered relevant by the Company’s Board of Directors. As of February 9, 2018, there were 21,453 registered shareholders according to the records maintained by our transfer agent.

The following share repurchase programs were authorized by the Company’s Board of Directors:

In billionsRemaining as of
Authorization DateAuthorizedDecember 31, 2017
November 2, 2016 (“2016 Repurchase Program”)$15.0$13.9
December 15, 2014 (“2014 Repurchase Program”)10.0—
December 17, 2013 (“2013 Repurchase Program”)6.0—

The share Repurchase Programs, each of which was effective immediately, permit the Company to effect repurchases from time to time through a combination of open market repurchases, privately negotiated transactions, accelerated share repurchase (“ASR”) transactions, and/or other derivative transactions. The 2016 Repurchase Program can be modified or terminated by the Board of Directors at any time.

Pursuant to the authorization under the 2014 Repurchase Program, in August 2016, the Company entered into two fixed dollar ASRs with Barclays Bank PLC (“Barclays”) for a total of $3.6 billion. Upon payment of the $3.6 billion purchase price in January 2017, the Company received a number of shares of its common stock equal to 80% of the $3.6 billion notional amount of the ASRs or approximately 36.1 million shares, which were placed into treasury stock in January 2017. The ASRs were accounted for as an initial treasury stock transaction for $2.9 billion and a forward contract for $0.7 billion. In April 2017, the Company received 9.9 million shares of common stock, representing the remaining 20% of the $3.6 billion notional amount of the ASRs, thereby concluding the ASRs. The remaining 9.9 million shares of common stock delivered to the Company by Barclays were placed into treasury stock and the forward contract was reclassified from capital surplus to treasury stock in April 2017.

In the ASR transactions described above, the initial repurchase of the shares and delivery of the remainder of the shares to conclude the ASR, resulted in an immediate reduction of the outstanding shares used to calculate the weighted average common shares outstanding for basic and diluted earnings per share.

During the year ended December 31, 2017, the Company repurchased an aggregate of 55.4 million shares of common stock for approximately $4.4 billion under the 2014 and 2016 Repurchase Programs. As of December 31, 2017, there remained an aggregate of approximately $13.9 billion available for future repurchases under the 2016 Repurchase Program and the 2014 Repurchase Program was complete. During the fourth quarter of 2017, the Company suspended share repurchase activity in connection with the Aetna Acquisition.

Approximate Dollar
Total Number of SharesValue of Shares that
Total NumberAveragePurchased as Part ofMay Yet Be
of SharesPrice Paid perPublicly AnnouncedPurchased Under the
Fiscal PeriodPurchasedSharePlans or ProgramsPlans or Programs
October 1, 2017 through October 31, 2017—$——$13,869,392,446
November 1, 2017 through November 30, 2017—$——$13,869,392,446
December 1, 2017 through December 31, 2017—$——$13,869,392,446
——

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