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CVS CAREMARK 2012 ANNUAL REPORT
37
installment of 1.6 million shares of common stock on December 29, 2011. The aggregate 27.3 million shares of common
stock delivered to us by Barclays, were placed into treasury stock. This represented all the repurchases that occurred
during the year ended December 31, 2011 under the 2011 Repurchase Program.
During the year ended December 31, 2012, we repurchased an aggregate of 95.0 million shares of common stock for
approximately $4.3 billion under the 2012 and 2011 Repurchase Programs. As of December 31, 2012, the 2011
Repurchase Program was complete and there remained approximately $4.7 billion available for future repurchases under
the 2012 Repurchase Program.
On June 14, 2010, our Board of Directors authorized a share repurchase program for up to $2.0 billion of our outstanding
common stock (the “2010 Repurchase Program”). During the year ended December 31, 2011, we repurchased an aggre-
gate of 56.4 million shares of common stock for approximately $2.0 billion, completing the 2010 Repurchase Program.
On November 4, 2009, our Board of Directors authorized a share repurchase program for up to $2.0 billion of our outstand-
ing common stock (the “2009 Repurchase Program”). During 2010, we repurchased 42.4 million shares of common stock
for approximately $1.5 billion, completing the 2009 Repurchase Program.
Short-term borrowings –
We had $690 million of commercial paper outstanding at a weighted average interest rate of
0.35%฀as฀of฀December฀31,฀2012.฀In฀connection฀with฀our฀commercial฀paper฀program,฀we฀maintain฀a฀$1.0฀billion,฀three-year฀
unsecured back-up credit facility, which expires on May 27, 2013, a $1.25 billion, four-year unsecured back-up credit
facility, which expires on May 12, 2015 and a $1.25 billion, five-year unsecured back-up credit facility, which expires on
February 17, 2017. The credit facilities allow for borrowings at various rates that are dependent, in part, on our public debt
ratings฀and฀require฀us฀to฀pay฀a฀weighted฀average฀quarterly฀facility฀fee฀of฀approximately฀0.05%,฀regardless฀of฀usage.฀As฀of฀
December 31, 2012, there were no borrowings outstanding under the back-up credit facilities. We intend to renew our
back-up credit facility that expires in May 2013.
Long-term borrowings –
On฀November฀26,฀2012,฀we฀issued฀$1.25฀billion฀of฀2.75%฀unsecured฀senior฀notes฀due฀December฀
1, 2022 (the “2012 Notes”) for total proceeds of approximately $1.24 billion, net of discounts and underwriting fees. The
2012 Notes pay interest semi-annually and may be redeemed, in whole at any time, or in part from time to time, at our
option at a defined redemption price plus accrued and unpaid interest to the redemption date. The net proceeds of the
2012 Notes were used for general corporate purposes and to repay certain corporate debt.
Also฀on฀November฀26,฀2012,฀we฀announced฀tender฀offers฀for฀any฀and฀all฀of฀the฀6.6%฀Senior฀Notes฀due฀2019,฀and฀up฀to฀
a฀maximum฀amount฀of฀the฀6.125%฀Senior฀Notes฀due฀2016฀and฀5.75%฀Senior฀Notes฀due฀2017,฀for฀up฀to฀an฀aggregate฀
principal amount of $1.0 billion. In December 2012, we increased the aggregate principal amount of the tender offers to
$1.325 billion and completed the repurchase for the maximum amount. We paid a premium of $332 million in excess of
the debt principal in connection with the tender offers, wrote off $13 million of unamortized deferred financing costs and
incurred $3 million in fees, for a total loss on the early extinguishment of debt of $348 million. The loss was recorded in
income from continuing operations on the consolidated statement of income.
In connection with our acquisition of the UAM Medicare Part D Business in April 2011, we assumed $110 million of
long-term debt in the form of Trust Preferred Securities that mature through 2037. During the years ended December 31,
2012 and 2011, we repaid $50 million and $60 million, respectively, of the Trust Preferred Securities at par.
On฀May฀12,฀2011,฀we฀issued฀$550฀million฀of฀4.125%฀unsecured฀senior฀notes฀due฀May฀15,฀2021฀and฀issued฀$950฀million฀
of฀5.75%฀unsecured฀senior฀notes฀due฀May฀15,฀2041฀(collectively,฀the฀“2011฀Notes”)฀for฀total฀proceeds฀of฀approximately฀
$1.5 billion, net of discounts and underwriting fees. The 2011 Notes pay interest semi-annually and may be redeemed, in
whole at any time, or in part from time to time, at our option at a defined redemption price plus accrued and unpaid interest
to the redemption date. The net proceeds of the 2011 Notes were used to repay commercial paper borrowings and certain
other corporate debt, and were used for general corporate purposes.