CVS HEALTH Corp

Previous wording

CVS Health Corporation, together with its subsidiaries (collectively, “CVS Health,” the “Company,” “we,” “our” or “us”), is a leading health solutions company building a world of health around every consumer it serves and connecting care so that it works for people wherever they are. As of March 31, 2025, the Company had more than 9,000 retail locations, more than 1,000 walk-in and primary care medical clinics, a leading pharmacy benefits manager with approximately 88 million plan members and expanding specialty pharmacy solutions, and a dedicated senior pharmacy care business serving more than 800,000 patients per year. The Company also serves an estimated more than 37 million people through traditional, voluntary and consumer-directed health insurance products and related services, including expanding Medicare Advantage offerings and a leading standalone Medicare Part D prescription drug plan (“PDP”). The Company is creating new sources of value through its integrated model allowing it to expand into personalized, technology driven care delivery and health services, increasing access to quality care, delivering better health outcomes and lowering overall health care costs.

Current wording

CVS Health Corporation, together with its subsidiaries (collectively, “CVS Health,” the “Company,” “we,” “our” or “us”), is a leading health solutions company building a world of health around every consumer it serves and connecting care so that it works for people wherever they are. As of June 30, 2025, the Company had approximately 9,000 retail locations, more than 1,000 walk-in and primary care medical clinics, a leading pharmacy benefits manager with approximately 87 million plan members and expanding specialty pharmacy solutions, and a dedicated senior pharmacy care business serving more than 800,000 patients per year. The Company also serves an estimated more than 37 million people through traditional, voluntary and consumer-directed health insurance products and related services, including expanding Medicare Advantage offerings and a leading standalone Medicare Part D prescription drug plan (“PDP”). The Company is creating new sources of value through its integrated model allowing it to expand into personalized, technology driven care delivery and health services, increasing access to quality care, delivering better health outcomes and lowering overall health care costs.

Previous wording

The Health Care Benefits segment operates as one of the nation’s leading diversified health care benefits providers through its Aetna® operations. The Health Care Benefits segment has the information and resources to help members, in consultation with their health care professionals, make more informed decisions about their health care. The Health Care Benefits segment offers a broad range of traditional, voluntary and consumer-directed health insurance products and related services, including medical, pharmacy, dental and behavioral health plans, medical management capabilities, Medicare Advantage and Medicare Supplement plans, PDPs and Medicaid health care management services. The Health Care Benefits segment’s primary customers, its members, primarily access the segment’s products and services through employer groups, government-sponsored plans or individually. The Health Care Benefits segment also serves customers who purchase products and services that are ancillary to its health insurance products. The Company refers to insurance products (where it assumes all or a majority of the risk for medical and dental care costs) as “Insured” and administrative services contract products (where the plan sponsor assumes all or a majority of the risk for medical and dental care costs) as “ASC.” The Company also sells Insured plans directly to individual consumers through the individual public health insurance exchanges.

Current wording

The Health Care Benefits segment operates as one of the nation’s leading diversified health care benefits providers through its Aetna® operations. The Health Care Benefits segment has the information and resources to help members, in consultation with their health care professionals, make more informed decisions about their health care. The Health Care Benefits segment offers a broad range of traditional, voluntary and consumer-directed health insurance products and related services, including medical, pharmacy, dental and behavioral health plans, medical management capabilities, Medicare Advantage and Medicare Supplement plans, PDPs and Medicaid health care management services. The Health Care Benefits segment’s primary customers, its members, primarily access the segment’s products and services through employer groups, government-sponsored plans or individually. The Health Care Benefits segment also serves customers who purchase products and services that are ancillary to its health insurance products. The Company refers to insurance products (where it assumes all or a majority of the risk for medical and dental care costs) as “Insured” and administrative services contract products (where the plan sponsor assumes all or a majority of the risk for medical and dental care costs) as “ASC.” The Company also sells Insured plans directly to individual consumers through the individual public health insurance exchanges. The Company plans to exit the states in which Aetna operates on the individual public health insurance exchanges effective January 2026.

Previous wording

The Pharmacy & Consumer Wellness segment dispenses prescriptions in its CVS Pharmacy® retail locations and through its infusion operations, provides ancillary pharmacy services including pharmacy patient care programs, diagnostic testing and vaccination administration, and sells a wide assortment of health and wellness products and general merchandise. The segment also conducts long-term care pharmacy (“LTC”) operations, which distribute prescription drugs and provide related pharmacy consulting and ancillary services to long-term care facilities and other care settings, and provides pharmacy fulfillment services to support the Health Services segment’s specialty and mail order pharmacy offerings. As of March 31, 2025, the Pharmacy &

Current wording

The Pharmacy & Consumer Wellness segment dispenses prescriptions in its CVS Pharmacy® retail locations and through its infusion operations, provides ancillary pharmacy services including pharmacy patient care programs, diagnostic testing and vaccination administration, and sells a wide assortment of health and wellness products and general merchandise. The segment also conducts long-term care pharmacy (“LTC”) operations, which distribute prescription drugs and provide related pharmacy consulting and ancillary services to long-term care facilities and other care settings, and provides pharmacy fulfillment services to support the Health Services segment’s specialty and mail order pharmacy offerings. As of June 30, 2025, the Pharmacy & Consumer Wellness segment operated approximately 9,000 retail locations, as well as online retail pharmacy websites, LTC pharmacies and on-site pharmacies, retail specialty pharmacy stores, compounding pharmacies and branches for infusion and enteral nutrition services.

Previous wording

The following discussion explains the material changes in the Company’s operating results for the three months ended March 31, 2025 and 2024, and the significant developments affecting the Company’s financial condition since December 31, 2024. We strongly recommend that you read our audited consolidated financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”).

Current wording

The following discussion explains the material changes in the Company’s operating results for the three and six months ended June 30, 2025 and 2024, and the significant developments affecting the Company’s financial condition since December 31, 2024. We strongly recommend that you read our audited consolidated financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”).

Previous wording

•Total revenues increased $6.2 billion, or 7.0%, in the three months ended March 31, 2025 compared to the prior year driven by revenue growth across all segments.

Current wording

•Total revenues increased $7.7 billion, or 8.4%, in the three months ended June 30, 2025 compared to the prior year driven by revenue growth across all operating segments.

Previous wording

•The effective income tax rate was 31.9% for the three months ended March 31, 2025 compared to 28.9% for the three months ended March 31, 2024. The increase in the effective income tax rate was primarily due to the impact of a litigation charge recorded in the three months ended March 31, 2025.

Current wording

•The effective income tax rate was 38.5% for the three months ended June 30, 2025 compared to 24.3% for the three months ended June 30, 2024. The increase in the effective income tax rate was primarily due to the impact of non-deductible litigation charges recorded in the three months ended June 30, 2025.

Previous wording

•Operating expenses increased $732 million, or 7.1%, in the three months ended March 31, 2025 compared to the prior year. The increase in operating expenses was primarily due to a $387 million litigation charge related to a jury verdict against Omnicare and a $247 million pre-tax loss on Accountable Care assets, both recorded during the three months ended March 31, 2025. These increases were partially offset by the absence of a $100 million opioid litigation charge recorded in the prior year.

Current wording

•Operating expenses increased $1.6 billion, or 7.8%, in the six months ended June 30, 2025 compared to the prior year. The increase in operating expenses was primarily due to $1.2 billion in litigation charges recorded during the six months ended June 30, 2025 related to two court decisions associated with the Company’s past business practices, as well as $288 million in pre-tax losses on Accountable Care assets recorded during the six months ended June 30, 2025. These increases were partially offset by the absence of a $100 million opioid litigation charge recorded in the prior year.

Previous wording

•Operating income increased $1.1 billion, or 48.6%, in the three months ended March 31, 2025 compared to the prior year primarily due to an increase in operating income in the Health Care Benefits segment, as well as the absence of the $100 million opioid litigation charge recorded in the prior year. These increases were partially offset by the $387 million litigation charge related to a jury verdict against Omnicare and the $247 million pre-tax loss on Accountable Care assets, both recorded during the three months ended March 31, 2025.

Current wording

•Operating income increased $439 million, or 8.3%, in the six months ended June 30, 2025 compared to the prior year primarily due to an increase in operating income in the Health Care Benefits segment as well as the absence of the $100 million opioid litigation charge recorded in the prior year. These increases were partially offset by declines in the Pharmacy & Consumer Wellness and Health Services segments, which were primarily driven by the $1.2 billion of litigation charges and $288 million of pre-tax losses on Accountable Care assets described above.

Previous wording

•Interest expense increased $69 million, or 9.6%, due to higher debt in the three months ended March 31, 2025, primarily as a result of long-term debt issued in May and December of 2024.

Current wording

•Interest expense increased $100 million, or 6.9%, due to higher debt in the six months ended June 30, 2025, primarily as a result of long-term debt issued in May and December of 2024.

Previous wording

•The Company’s medical membership declined in its Medicare and individual exchange products. Medical membership disruptions may result in volatility in the Company’s financial results.

Current wording

•The Company’s medical membership declined in its Medicare and individual exchange products. The Company plans to exit the states in which Aetna operates on the individual public health insurance exchanges effective January 2026. Medical membership disruptions may result in volatility in the Company’s financial results.

Previous wording

•Utilization persisted at elevated levels through the first quarter of 2025. Although the level of utilization is difficult to accurately predict, at this time, the Company expects that utilization will pressure its Health Care Benefits segment and its health care delivery assets in its Health Services segment for the remainder of the year.

Current wording

•Utilization persisted at elevated levels through the second quarter of 2025. Although the level of utilization is difficult to accurately predict, at this time, the Company expects that utilization will pressure its Health Care Benefits segment and its health care delivery assets in its Health Services segment for the remainder of the year. Further utilization pressure beyond current expectations could result in the future impairment of goodwill.

Previous wording

(1)Total revenues of the Health Services segment include approximately $3.7 billion and $3.4 billion of retail co-payments for the three months ended March 31, 2025 and 2024, respectively.

Current wording

(1)Total revenues of the Health Services segment include approximately $2.7 billion and $2.8 billion of retail co-payments for the three months ended June 30, 2025 and 2024, respectively, and $6.4 billion and $6.2 billion of retail co-payments for the six months ended June 30, 2025 and 2024, respectively.

Previous wording

(3)During the three months ended March 31, 2025 and 2024, the acquisition-related integration costs relate to the acquisitions of Signify Health and Oak Street Health. The acquisition-related integration costs are reflected in operating expenses within the Corporate/Other segment.

Current wording

(3)During the three and six months ended June 30, 2025 and 2024, the acquisition-related integration costs relate to the acquisitions of Signify Health and Oak Street Health. The acquisition-related integration costs are reflected in operating expenses within the Corporate/Other segment.

Previous wording

(6)During the three months ended March 31, 2025, the office real estate optimization charges primarily relate to the abandonment of leased real estate and the related right-of-use assets and property and equipment in connection with the Company’s evaluation of corporate office real estate space in response to its ongoing flexible work arrangement. The office real estate optimization charges are reflected in operating expenses within each segment.

Current wording

(4)During the three and six months ended June 30, 2025, the office real estate optimization charges primarily relate to the abandonment of leased real estate and the related right-of-use assets and property and equipment in connection with the Company’s evaluation of corporate office real estate space in response to its ongoing flexible work arrangement. The office real estate optimization charges are reflected in operating expenses within each segment.

Previous wording

(5)During the three months ended March 31, 2025, the Omnicare litigation charge relates to an April 2025 jury verdict finding Omnicare, L.L.C. (f/k/a Omnicare, Inc. “Omnicare”) and CVS Health Corporation liable for damages in connection with alleged violations of the federal False Claims Act related to dispensing practices by Omnicare from 2010, prior to its acquisition by the Company in 2015, through 2018. Damages were found only with respect to Omnicare. The Omnicare litigation charge is reflected in operating expenses within the Pharmacy & Consumer Wellness segment. The judgment will not be final until the Court enters penalties at a later date. The Company intends to appeal the verdict once the judgment is entered.

Current wording

In April 2025, a jury found Omnicare, L.L.C. (f/k/a Omnicare, Inc., “Omnicare”) and CVS Health Corporation liable in connection with alleged violations of the federal False Claims Act related to dispensing practices by Omnicare from 2010, prior to its acquisition by the Company in 2015, through 2018. Damages were found only with respect to Omnicare. Accordingly, the Company recorded a litigation charge of $387 million during the first quarter of 2025. During the three months ended June 30, 2025, the Company recorded a charge of $542 million, reflecting penalties assessed under the False Claims Act. These litigation charges are reflected in operating expenses within the Pharmacy & Consumer Wellness segment. The Company intends to appeal the verdict once the judgment is entered.

Previous wording

(4)During the three months ended March 31, 2025, the loss on the wind down and sale of Accountable Care assets represents the pre-tax loss on the divestiture of the Company’s Medicare Shared Savings Program (“MSSP”) operations, which the Company sold in March 2025, as well as costs incurred in connection with the commencement of the wind down of the Company’s Accountable Care Organization Realizing Equity, Access and Community Health (“ACO REACH”) operations during the first quarter of 2025. The loss on Accountable Care assets is reflected in operating expenses within the Health Services segment.

Current wording

(6)During the three and six months ended June 30, 2025, the loss on the wind down and sale of Accountable Care assets represents the pre-tax loss on the divestiture of the Company’s Medicare Shared Savings Program (“MSSP”) operations, which the Company sold in March 2025, as well as costs incurred in connection with the process of winding down the Company’s Accountable Care Organization Realizing Equity, Access and Community Health (“ACO REACH”) operations. The loss on Accountable Care assets is reflected in operating expenses within the Health Services segment.

Previous wording

(7)During the three months ended March 31, 2024, the opioid litigation charge relates to a change in the Company’s accrual related to ongoing opioid litigation matters.

Current wording

(7)During the six months ended June 30, 2024, the opioid litigation charge relates to a change in the Company’s accrual related to ongoing opioid litigation matters.

Previous wording

•Total revenues increased $2.6 billion, or 8.0%, in the three months ended March 31, 2025 compared to the prior year primarily driven by increases in the Medicare product line, including the impact of improved Medicare Advantage star ratings for the 2025 payment year.

Current wording

•Total revenues increased $3.8 billion, or 11.6%, in the three months ended June 30, 2025 compared to the prior year primarily driven by increases in the Government business, largely due to the impact of the Inflation Reduction Act on the Medicare Part D program.

Previous wording

•The MBR decreased to 87.3% in the three months ended March 31, 2025 compared to 90.4% in the prior year driven by the favorable year-over-year impact of prior-year development, as well as improved underlying performance in Medicare, including the impact of improved Medicare Advantage star ratings for the 2025 payment year. These decreases were partially offset by the $431 million (130 basis points) premium deficiency reserve recorded as health care costs in the first quarter of 2025 described below.

Current wording

•The MBR decreased to 88.6% in the six months ended June 30, 2025 compared to 90.0% in the prior year driven by the favorable year-over-year impact of prior period development, as well as improved underlying performance in the Government business. These decreases were partially offset by the $902 million of premium deficiency reserves recorded as health care costs in the six months ended June 30, 2025 described below.

Previous wording

•During the first quarter of 2025, the Company recorded a premium deficiency reserve of $448 million in its individual exchange product line related to anticipated losses for the 2025 coverage year. The $448 million premium deficiency recorded was comprised of $17 million of operating expenses related to the write-off of unamortized acquisition costs and $431 million of health care costs.

Current wording

•During the six months ended June 30, 2025, the Company recorded a Group Medicare Advantage premium deficiency reserve of $471 million to the health care costs related to anticipated losses for the remainder of the 2025 coverage year, as well as an individual exchange premium deficiency reserve of $448 million related to anticipated losses for the remainder of the 2025 coverage year. The individual exchange premium deficiency reserve was comprised of $17 million of operating expenses related to the write-off of unamortized acquisition costs and $431 million of health care costs.

Previous wording

•Adjusted operating income increased $1.3 billion, or 172.3%, for the three months ended March 31, 2025 compared to the prior year primarily driven by the favorable year-over-year impact of prior-year development, as well as improved underlying performance in Medicare, including the impact of improved Medicare Advantage star ratings for the 2025 payment year. These increases were partially offset by the $448 million premium deficiency reserve recorded in the first quarter of 2025 described above.

Current wording

•Adjusted operating income increased $1.6 billion, or 97.7%, in the six months ended June 30, 2025 compared to the prior year primarily driven by the favorable year-over-year impact of prior period development, as well as improved underlying performance in the Government business. These increases were partially offset by the premium deficiency reserves recorded during the six months ended June 30, 2025 described above.

Previous wording

•Medical membership as of March 31, 2025 of 27.1 million increased 309,000 members compared with March 31, 2024, reflecting an increase in Commercial ASC membership, partially offset by a membership decline in the individual exchange product line.

Current wording

•Medical membership as of June 30, 2025 of 26.7 million decreased 249,000 members compared with June 30, 2024, reflecting declines in the individual exchange product line, partially offset by an increase in Commercial ASC membership.

Previous wording

•Pharmacy claims processed remained relatively consistent on a 30-day equivalent basis in the three months ended March 31, 2025 compared to the prior year primarily driven by increased utilization, largely offset by the impact of an additional day in 2024 due to the leap year.

Current wording

•Pharmacy claims processed remained relatively consistent on a 30-day equivalent basis in the three months ended June 30, 2025 compared to the prior year.

Previous wording

•Operating expenses increased $234 million, or 27.9%, in the three months ended March 31, 2025 compared to the prior year. The increase was primarily due to the $247 million pre-tax loss on Accountable Care assets recorded during the three months ended March 31, 2025. See Note 1 ‘‘Significant Accounting Policies’’ to the unaudited condensed consolidated financial statements for further information on the Company’s Accountable Care exit.

Current wording

•Operating expenses increased $555 million, or 32.9%, in the six months ended June 30, 2025 compared to the prior year. The increase was primarily due to the $291 million litigation charge described above and $288 million in pre-tax losses on Accountable Care assets, both recorded during the six months ended June 30, 2025. See Note 1 ‘‘Significant Accounting Policies’’ to the unaudited condensed consolidated financial statements for further information on the Company’s Accountable Care exit.

Previous wording

•Adjusted operating income increased $240 million, or 17.6%, in the three months ended March 31, 2025 compared to the prior year primarily driven by improved purchasing economics and pharmacy drug mix. These increases were partially offset by continued pharmacy client price improvements.

Current wording

•Adjusted operating income decreased $100 million, or 3.1% in the six months ended June 30, 2025 compared to the prior year primarily driven by continued pharmacy client price improvements, partially offset by improved purchasing economics and pharmacy drug mix.

Previous wording

•Pharmacy same store sales increased 17.7% in the three months ended March 31, 2025 compared to the prior year. The increase was primarily driven by pharmacy drug mix, including branded GLP-1 drugs, and the 6.7% increase in pharmacy same store prescription volume on a 30-day equivalent basis. Excluding the impact of the leap year, pharmacy same store prescription volume increased 7.3% in the three months ended March 31, 2025 compared to the prior year. These increases were partially offset by continued pharmacy reimbursement pressure.

Current wording

•Pharmacy same store sales increased 18.1% in the three months ended June 30, 2025 compared to the prior year. The increase was primarily driven by pharmacy drug mix, including branded GLP-1 drugs, and the 6.4% increase in pharmacy same store prescription volume on a 30-day equivalent basis. These increases were partially offset by continued pharmacy reimbursement pressure.

Previous wording

•Prescriptions filled increased 4.3% on a 30-day equivalent basis in the three months ended March 31, 2025 compared to the prior year primarily driven by increased utilization, partially offset by the impact of an additional day in 2024 due to the leap year.

Current wording

•Prescriptions filled increased 4.2% on a 30-day equivalent basis in the three months ended June 30, 2025 compared to the prior year primarily driven by increased utilization.

Previous wording

•Total revenues increased $3.2 billion, or 11.1%, in the three months ended March 31, 2025 compared to the prior year primarily driven by pharmacy drug mix and increased prescription volume. These increases were partially offset by continued pharmacy reimbursement pressure.

Current wording

•Total revenues increased $6.9 billion, or 11.8%, in the six months ended June 30, 2025 compared to the prior year primarily driven by pharmacy drug mix and increased prescription volume, partially offset by continued pharmacy reimbursement pressure.

Previous wording

•Adjusted operating income increased $136 million, or 11.6%, in the three months ended March 31, 2025 compared to the prior year primarily driven by increased prescription volume and improved drug purchasing. These increases were partially offset by continued pharmacy reimbursement pressure and the impact of softening consumer demand in the front store in the three months ended March 31, 2025.

Current wording

•Adjusted operating income increased $231 million, or 9.5%, in the six months ended June 30, 2025 compared to the prior year primarily driven by increased prescription volume, partially offset by continued pharmacy reimbursement pressure.

Previous wording

•Total revenues increased $18 million, or 15.7% in the three months ended March 31, 2025 compared to the prior year primarily driven by higher net investment income, largely due to higher average fixed income investments during the three months ended March 31, 2025.

Current wording

•Total revenues decreased $15 million, or 13.5%, in the three months ended June 30, 2025 compared to the prior year primarily driven by lower net investment income, largely due to lower private equity income and lower average fixed income yields during the three months ended June 30, 2025.

Previous wording

The Company maintains a level of liquidity sufficient to allow it to meet its cash needs in the short-term. Over the long term, the Company manages its cash and capital structure to maximize shareholder return, maintain its financial condition and maintain flexibility for future strategic initiatives. The Company continuously assesses its regulatory capital requirements, working capital needs, debt and leverage levels, debt maturity schedule, capital expenditure requirements, dividend payouts, potential share repurchases and future investments or acquisitions. The Company believes its operating cash flows, commercial paper program, credit facilities, as well as any potential future borrowings, will be sufficient to fund these future payments and long-term initiatives. As of March 31, 2025, the Company had approximately $10.1 billion in cash and cash equivalents, approximately $1.5 billion of which was held by the parent company or nonrestricted subsidiaries.

Current wording

The Company maintains a level of liquidity sufficient to allow it to meet its cash needs in the short-term. Over the long term, the Company manages its cash and capital structure to maximize shareholder return, maintain its financial condition and maintain flexibility for future strategic initiatives. The Company continuously assesses its regulatory capital requirements, working capital needs, debt and leverage levels, debt maturity schedule, capital expenditure requirements, dividend payouts, potential share repurchases and future investments or acquisitions. The Company believes its operating cash flows, commercial paper program, credit facilities, as well as any potential future borrowings, will be sufficient to fund these future payments and long-term initiatives. As of June 30, 2025, the Company had approximately $11.8 billion in cash and cash equivalents, approximately $2.4 billion of which was held by the parent company or nonrestricted subsidiaries.

Previous wording

The net change in cash, cash equivalents and restricted cash during the three months ended March 31, 2025 and 2024 was as follows:

Current wording

The net change in cash, cash equivalents and restricted cash during the six months ended June 30, 2025 and 2024 was as follows:

Previous wording

•Net cash provided by operating activities decreased by $347 million in the three months ended March 31, 2025 compared to the prior year. The decrease was primarily due to the timing of payments and receipts.

Current wording

•Net cash provided by operating activities decreased by $1.5 billion in the six months ended June 30, 2025 compared to the prior year primarily due to the timing of payments and receipts.

Previous wording

•Net cash used in investing activities decreased by $1.3 billion in the three months ended March 31, 2025 compared to the prior year primarily due to higher proceeds from sales and maturities of investments in the three months ended March 31, 2025 compared to the prior year.

Current wording

•Net cash used in investing activities decreased by $1.9 billion in the six months ended June 30, 2025 compared to the prior year primarily due to higher proceeds from sales and maturities of investments in the six months ended June 30, 2025 compared to the prior year.

Previous wording

•Net cash used in financing activitieswas $2.3 billion in the three months ended March 31, 2025 compared to $1.2 billion in the prior year. The change in cash used in financing activities was primarily due to lower net proceeds from commercial paper borrowings and higher repayments of long-term debt during the three months ended March 31, 2025 compared to the prior year, partially offset by higher share repurchases in the prior year.

Current wording

•Net cash used in financing activitieswas $1.5 billion in the six months ended June 30, 2025 compared to net cash provided by financing activities of $22 million in the prior year. The change in cash provided by (used in) financing activities was primarily due to proceeds from the issuance of $5.0 billion of long-term senior notes in the six months ended June 30, 2024 and higher repayments of long-term debt during the six months ended June 30, 2025 compared to the prior year, partially offset by higher share repurchases in the prior year and proceeds from commercial paper borrowings in the six months ended June 30, 2025.

Previous wording

The Company had $1.3 billion of commercial paper outstanding at a weighted average interest rate of 5.00% as of March 31, 2025. In connection with its commercial paper program, the Company maintains a $2.5 billion, five-year unsecured back-up revolving credit facility, which expires on May 11, 2027, a $2.5 billion, five-year unsecured back-up revolving credit facility, which expires on May 16, 2028, and a $2.5 billion, five-year unsecured back-up revolving credit facility, which expires on May 16, 2029. The credit facilities allow for borrowings at various rates that are dependent, in part, on the Company’s public debt ratings and require the Company to pay a weighted average quarterly facility fee of approximately 0.03%, regardless of usage. As of March 31, 2025, there were no borrowings outstanding under any of the Company’s back-up credit facilities.

Current wording

The Company had $3.0 billion of commercial paper outstanding at a weighted average interest rate of 5.02% as of June 30, 2025. In connection with its commercial paper program, the Company maintains a $2.5 billion, five-year unsecured back-up revolving credit facility, which expires on May 16, 2028, a $2.5 billion, five-year unsecured back-up revolving credit facility, which expires on May 16, 2029, and a $2.5 billion, five-year unsecured back-up revolving credit facility, which expires on May 16, 2030. The credit facilities allow for borrowings at various rates that are dependent, in part, on the Company’s public debt ratings and require the Company to pay a weighted average quarterly facility fee of approximately 0.03%, regardless of usage. As of June 30, 2025, there were no borrowings outstanding under any of the Company’s back-up credit facilities.

Previous wording

During the three months ended March 31, 2025, the Company did not repurchase any shares of its common stock. During the three months ended March 31, 2024, the Company repurchased an aggregate of 39.7 million shares of common stock for approximately $3.0 billion pursuant to the 2021 Repurchase Program. This activity includes the share repurchases under the ASR transaction described below.

Current wording

During the six months ended June 30, 2025, the Company did not repurchase any shares of its common stock. During the six months ended June 30, 2024, the Company repurchased an aggregate of 39.7 million shares of common stock for approximately $3.0 billion pursuant to the 2021 Repurchase Program. This activity includes the share repurchases under the ASR transaction described below.