CVS 10-K Annual Report Dec. 31, 2017 | Alphaminr
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CVS 10-K Fiscal year ended Dec. 31, 2017

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CVS HEALTH CORP
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement Schedules

Exhibits

2.1* Agreement and Plan of Merger dated as of November1, 2006 among, the Registrant, Caremark Rx,Inc. and Twain MergerSub Corp. (incorporated by reference to Exhibit2.1 to the Registrants Registration Statement No.333-139470 on FormS-4 filed December19, 2006). 2.2* Amendment No.1 dated as of January16, 2007 to the Agreement and Plan of Merger dated as of November1, 2006 among the Registrant, Caremark Rx,Inc. and Twain Merger Sub Corp. (incorporated by reference to Exhibit2.2 to the Registrants Registration Statement No.333-139470 on FormS-4/A filed January16, 2007). 2.3* Waiver Agreement dated as of January16, 2007 between the Registrant and Caremark Rx,Inc. with respect to the Agreement and Plan Merger dated as of November1, 2006 by and between Registrant and Caremark Rx,Inc (incorporated by reference to Exhibit2.3 to the Registrants Registration Statement No.333-139470 on FormS-4/A filed January16, 2007). 2.4* Amendment to Waiver Agreement, dated as of February12, 2007, between Registrant and Caremark Rx,Inc. (incorporated by reference to Exhibit99.2 to the Registrants Current Report on Form8-K dated February13, 2007; Commission File No.001-01011). 2.5* Amendment to Waiver Agreement, dated as of March8, 2007, between Registrant and Caremark Rx,Inc. (incorporated by reference to Exhibit99.2 to the Registrants Current Report on Form8-K dated March8, 2007; Commission File No.001-01011). 2.6* Agreement and Plan of Merger dated as of August12, 2008, among the Registrant, Longs Drug Stores Corporation and Blue MergerSub Corp. (incorporated by reference to Exhibit2.1 to the Registrants Current Report on Form8-K dated August13, 2008; Commission File No.001-01011). 2.7* Agreement and Plan of Merger, dated as of May 20, 2015, among CVS Pharmacy, Inc., Tree Merger Sub, Inc. and Omnicare, Inc. (incorporated by reference to Exhibit2.1 to the Registrants Current Report on Form8-K dated May 21, 2015; Commission File No.001-01011). 2.8* Agreement and Plan of Merger, dated as of December 3, 2017, among CVS Health Corporation, Hudson Merger Sub Corp. and Aetna Inc. (incorporated by reference to Exhibit2.1 to the Registrants Current Report on Form8-K dated December 5, 2017; Commission File No.001-01011). 2.9* Bridge Facility Commitment Letter dated December3, 2017, by and among the Registrant, Barclays Bank PLC, Goldman Sachs Bank USA, Goldman Sachs Lending Partners LLC, Bank of America, N.A., and Merrill Lynch, Pierce Fenner & Smith Incorporated(incorporated by reference to Exhibit2.2 to the Registrants Current Report on Form8-K dated December 5, 2017; Commission File No.001-01011). 2.10* Joinder to Bridge Facility Commitment Letter dated as of December15, 2017, by and among the Registrant, Barclays Bank PLC, Goldman Sachs Bank USA, Goldman Sachs Lending Partners LLC, Bank of America, N.A., Merrill Lynch, Pierce, Fenner& Smith Incorporated, and each of the Additional Commitment Parties party thereto(incorporated by reference to Exhibit2.1 to the Registrants Current Report on Form8-K dated December 19, 2017; Commission File No.001-01011). 3.1B* Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit3.1 to Registrants Current Report on Form8-K dated March22, 2007; Commission File No.001-01011). 3.1C* Certificate of Merger dated May9, 2007 (incorporated by reference to Exhibit3.1C to Registrants Quarterly Report on Form10-Q dated November1, 2007; Commission File No.001-01011). 3.1D* Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit3.1 to Registrants Current Report on Form8-K dated May13, 2010; Commission File No.001-01011). 3.1E* Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit3.1 to the Registrants Current Report On Form8-K dated May10, 2012; Commission File No.001-01011). 3.1F* Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit3.1 to the Registrants Current Report On Form8-K dated May13, 2013; Commission File No.001-01011). 3.1G* Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K dated September 3, 2014 (Commission File No. 001-01011)). 3.2* By-laws of the Registrant, as amended and restated (incorporated by reference to Exhibit3.2 to the Registrants Current Report on Form8-K dated January 26, 2016; Commission File No.001-01011). 10.7* Second Amended and Restated Credit Agreement, dated as of July 24, 2014, by and among the Registrant, the lenders party thereto, Barclays Bank PLC and JPMorgan Chase Bank, N.A., as Co-Syndication Agents, Bank of America, N.A. and Wells Fargo Bank, N.A., as Co-Documentation Agents, and The Bank of New York Mellon, as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 (Commission File No. 001-01011). 10.8* Amendment No. 1 to Second Amended and Restated Credit Agreement, dated as of December 15, 2017, by and among the Registrant, the lenders party thereto and The Bank of New York Mellon, as administrative agent (incorporated by reference to Exhibit10.4 to the Registrants Current Report on Form8-K dated December 19, 2017; Commission File No.001-01011). 10.9* Five Year Credit Agreement dated as of July 1, 2015, by and among the Registrant, the lenders party thereto, Barclays Bank PLC and JPMorgan Chase Bank, N.A., as Co-Syndication Agents, Bank of America, N.A. and Wells Fargo Bank, N.A., as Co-Documentation Agents, and The Bank of New York Mellon, as Administrative Agent (incorporated by reference to Exhibit10.2 to the Registrants Quarterly Report on Form10-Q for the fiscal quarter ended June 30, 2015 (Commission File No.001-01011). 10.10* Amendment No. 1, dated as of December 15, 2017, to Five Year Credit Agreement dated as of July 1, 2015, by and among the Registrant, the lenders party thereto and The Bank of New York Mellon, as administrative agent (incorporated by reference to Exhibit10.5 to the Registrants Current Report on Form8-K dated December 19, 2017; Commission File No.001-01011). 10.11* 364-Day Credit Agreement, dated as of May 18, 2017, by and among the Registrant, the lenders party thereto and The Bank of New York Mellon, as administrative agent (incorporated by reference to Exhibit10.1 to the Registrants Quarterly Report on Form10-Q for the fiscal quarter ended June 30, 2017; Commission File No.001-01011). 10.12* Amendment No. 1, dated as of December 15, 2017, to 364-Day Credit Agreement dated as of May 18, 2017, by and among the Registrant, the lenders party thereto and The Bank of New York Mellon, as administrative agent (incorporated by reference to Exhibit10.2 to the Registrants Current Report on Form8-K dated December 19, 2017; Commission File No.001-01011). 10.13* Five Year Credit Agreement, dated as of May 18, 2017, by and among the Registrant, the lenders party thereto and The Bank of New York Mellon, as administrative agent (incorporated by reference to Exhibit10.2 to the Registrants Quarterly Report on Form10-Q for the fiscal quarter ended June 30, 2017; Commission File No.001-01011). 10.14* Amendment No. 1 dated as of December 15, 2017, to Five Year Credit Agreement dated as of May 18, 2017, by and among the Registrant, the lenders party thereto and The Bank of New York Mellon, as administrative agent (incorporated by reference to Exhibit10.3 to the Registrants Current Report on Form8-K dated December 19, 2017; Commission File No.001-01011). 10.15* Term Loan Agreement dated as of December 15, 2017, by and among the Registrant, the lenders party thereto and Barclays Bank PLC, as administrative agent (incorporated by reference to Exhibit10.1 to the Registrants Current Report on Form8-K dated December 19, 2017; Commission File No.001-01011). 10.16* The Registrants Supplemental Retirement Plan for Select Senior Management I as amended and restated in December2008 (incorporated by reference to Exhibit10.6 to the Registrants Quarterly Report on Form10-Q for the quarter ended June30, 2009; Commission File No.001-01011). 10.17* The Registrants 1996 Directors Stock Plan, as amended and restated November5, 2002 (incorporated by reference to Exhibit10.18 to the Registrants Annual Report on Form10-K for the fiscal year ended December28, 2002; Commission File No.001-01011). 10.18* The Registrants 1997 Incentive Compensation Plan as amended through December2008 (incorporated by reference to Exhibit10.8 to the Registrants Quarterly Report on Form10-Q for the quarter ended June30, 2009; Commission File No.001-01011). 10.19* Caremark Rx,Inc. 2004 Incentive Stock Plan (incorporated by reference to Exhibit99.2 of the Registrants Registration Statement No.333-141481 on FormS-8 filed March22, 2007; Commission File No. 011-01011). 10.20* The Registrants Deferred Stock Compensation Plan, as amended (incorporated by reference to Exhibit10.17 to the Registrants Annual Report on Form10-K for the fiscal year ended December 31, 2015; Commission File No.001-01011). 10.21* The Registrants Deferred Compensation Plan, as amended (incorporated by reference to Exhibit10.19 to the Registrants Annual Report on Form10-K for the fiscal year ended December 31, 2016; Commission File No.001-01011). 10.22* The Registrants 2010 Incentive Compensation Plan, as amended through January15, 2013 (incorporated by reference to Exhibit A to the Registrants Definitive Proxy Statement on Form 14A filed March 27, 2015; Commission File No. 001-01011). 10.23* The Registrants 2017 Incentive Compensation Plan (incorporated by reference to Exhibit A to the Registrants Definitive Proxy Statement on Form 14A filed March 31, 2017; Commission File No. 001-01011). 10.24* The Registrants 2007 Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit10.20 to the Registrants Annual Report on Form10-K for the fiscal year ended December 31, 2015; Commission File No.001-01011). 10.25* The Registrants Management Incentive Plan (incorporated by reference to Exhibit10.3 to the Registrants Quarterly Report on Form10-Q for the fiscal quarter ended June 30, 2017; Commission File No.001-01011). 10.26* The Registrants Executive Incentive Plan (incorporated by reference to Exhibit10.4 to the Registrants Quarterly Report on Form10-Q for the fiscal quarter ended June 30, 2017; Commission File No.001-01011). 10.27* The Registrants Long-Term Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2017; Commission File No. 001-01011). 10.28* The Registrants Partnership Equity Program, as amended (incorporated by reference to Exhibit10.25 to the Registrants Annual Report on Form10-K for the fiscal year ended December 31, 2016; Commission File No.001-01011). 10.29* The Registrants Severance Plan for Non-Store Employees amended as of January 2016 (incorporated by reference to Exhibit10.25 to the Registrants Annual Report on Form10-K for the fiscal year ended December 31, 2016; Commission File No.001-01011). 10.30* The Registrants Performance-Based Restricted Stock Unit Plan, as amended (incorporated by reference to Exhibit10.27 to the Registrants Annual Report on Form10-K for the fiscal year ended December 31, 2016; Commission File No.001-01011). 10.31* Form of Enterprise Non-Competition, Non-Disclosure and Developments Agreement between the Registrant and certain of the Registrants executive officers (incorporated by reference to Exhibit 10.25 of the Registrants Annual Report on Form 10-K for the year ended December 31, 2013; Commission File No.001-01011). 10.32* Universal 409A Definition Document, as amended (incorporated by reference to Exhibit10.28 to the Registrants Annual Report on Form10-K for the fiscal year ended December 31, 2015; Commission File No.001-01011). 10.33* Formof Non-Qualified Stock Option Agreement between the Registrant and selected employees of the Registrant (incorporated by reference to Exhibit10.29 to the Registrants Annual Report on Form10-K for the fiscal year ended December31, 2014; Commission File No.001-01011). 10.34* Formof Restricted Stock Unit Agreement - Annual Grant - between the Registrant and selected employees of the Registrant (incorporated by reference to Exhibit10.30 to the Registrants Annual Report on Form10-K for the fiscal year ended December31, 2014; Commission File No.001-01011). 10.35* Formof Performance-Based Restricted Stock Unit Agreement between the Registrant and selected employees of the Registrant (incorporated by reference to Exhibit10.31 to the Registrants Annual Report on Form10-K for the fiscal year ended December31, 2014; Commission File No.001-01011). 10.36* Formof Partnership Equity Program Participant Purchased RSUs, Company Matching RSUs and Company Matching Options Agreement (Pre-Tax) (incorporated by reference to Exhibit10.32 to the Registrants Annual Report on Form10-K for the fiscal year ended December31, 2014; Commission File No.001-01011). 10.37* Formof Partnership Equity Program Participant Purchased RSUs, Company Matching RSUs and Company Matching Options Agreement (Post-Tax) (incorporated by reference to Exhibit10.33 to the Registrants Annual Report on Form10-K for the fiscal year ended December31, 2014; Commission File No.001-01011). 10.38* Amended and Restated Employment Agreement dated as of December22, 2008 between the Registrant and the Registrants President and Chief Executive Officer (incorporated by reference to Exhibit10.38 to the Registrants Annual Report on Form10-K for the fiscal year ended December31, 2008; Commission File No.001-01011). 10.39* Amendment dated December21, 2012 to the Amended and Restated Employment Agreement dated as of December22, 2008 between the Registrant and the Registrants President and Chief Executive Officer (incorporated by reference to Exhibit10.31 to the Registrants Annual Report on Form10-K for the fiscal year ended December31, 2012; Commission File No.001-01011). 10.40* Formof Non-Qualified Stock Option Agreement between the Registrant and the Registrants President and Chief Executive Officer (incorporated by reference to Exhibit10.37 to the Registrants Annual Report on Form10-K for the fiscal year ended December 31, 2016; Commission File No.001-01011). 10.41* Formof Restricted Stock Unit Agreement between the Registrant and the Registrants President and Chief Executive Officer (incorporated by reference to Exhibit10.38 to the Registrants Annual Report on Form10-K for the fiscal year ended December 31, 2016; Commission File No.001-01011). 10.42* Amendment dated January 22, 2015 to Nonqualified Stock Option Agreements between the Registrant and the Registrants President and Chief Executive Officer (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K dated January 23, 2015; Commission File No.001-01011). 10.43* Change in Control Agreement dated December22, 2008 between the Registrant and the Registrants Executive Vice President and Chief Financial Officer (incorporated by reference to Exhibit10.39 to the Registrants Annual Report on Form10-K for the fiscal year ended December31, 2010; Commission File No.001-01011). 10.44* Amendment dated as of December31, 2012 to the Change in Control Agreement dated December22, 2008 between the Registrant and the Registrants Executive Vice President and Chief Financial Officer (incorporated by reference to Exhibit10.32 to the Registrants Annual Report on Form10-K for the fiscal year ended December31, 2012; Commission File No.001-01011). 10.45* Change in Control Agreement dated December22, 2008 between the Registrant and the Registrants Executive Vice President and Chief Operating Officer (incorporated by reference to Exhibit10.33 to the Registrants Annual Report on Form10-K for the fiscal year ended December31, 2012; Commission File No.001-01011). 10.46* Amendment dated as of December31, 2012 to the Change in Control Agreement dated December22, 2008 between the Registrant and the Registrants Executive Vice President and Chief Operating Officer (incorporated by reference to Exhibit10.34 to the Registrants Annual Report on Form10-K for the fiscal year ended December31, 2012; Commission File No.001-01011). 10.47* Restricted Stock Unit Agreement dated April 1, 2017 between the Registrant and the Registrants Executive Vice President and Chief Operating Officer (incorporated by reference to Exhibit10.44 to the Registrants Annual Report on Form10-K for the fiscal year ended December 31, 2016; Commission File No.001-01011). 10.48* Restrictive Covenant Agreement dated May 20, 2017 between the Registrant and the Registrants Executive Vice President and Chief Operating Officer (incorporated by reference to Exhibit10.45 to the Registrants Annual Report on Form10-K for the fiscal year ended December 31, 2016; Commission File No.001-01011). 10.49* Change in Control Agreement dated December 22, 2008 between the Registrant and the Registrants Executive Vice President and President of CVS Pharmacy (incorporated by reference to Exhibit10.43 to the Registrants Annual Report on Form10-K for the fiscal year ended December31, 2014; Commission File No.001-01011). 10.50* Amendment dated as of December 31, 2012 to the Change in Control Agreement between the Registrant and the Registrants Executive Vice President and President of CVS Pharmacy (incorporated by reference to Exhibit10.44 to the Registrants Annual Report on Form10-K for the fiscal year ended December31, 2014; Commission File No.001-01011). 10.51* Change in Control Agreement dated October 1, 2012 between the Registrant and the Registrants Executive Vice President, Chief Policy and External Affairs Officer and General Counsel (incorporated by reference to Exhibit 10.1 of the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2015; Commission File No.001-01011). 10.52* Restrictive Covenant Agreement dated June 1, 2014 between the Registrant and the Registrants Executive Vice President, Chief Policy and External Affairs Officer and General Counsel (incorporated by reference to Exhibit 10.2 of the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2015; Commission File No.001-01011). 12 Computation of Ratios of Earnings to Fixed Charges. 13 Portions of the 2018 Annual Report to Stockholders of CVS Health Corporation, which are specifically designated in this Form10-K as being incorporated by reference. 21 Subsidiaries of the Registrant. 23 Consent of Ernst& Young LLP. 31.1 Certification by the Chief Executive Officer pursuant to Section302 of the Sarbanes-Oxley Act of2002. 31.2 Certification by the Chief Financial Officer pursuant to Section302 of the Sarbanes-Oxley Act of2002. 32.1 Certification by the Chief Executive Officer pursuant to Section906 of the Sarbanes-Oxley Act of2002. 32.2 Certification by the Chief Financial Officer pursuant to Section906 of the Sarbanes-Oxley Act of2002.