CVS 10-K Annual Report Dec. 31, 2018 | Alphaminr
CVS HEALTH Corp
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CVS 10-K Fiscal year ended Dec. 31, 2018

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CVS HEALTH CORP
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TABLE OF CONTENTS
Part IItem 1. BusinessNote 2 Acquisition Of AetnaNote 17 Segment ReportingNote 1 Significant Accounting PoliciesNote 12 Shareholders EquityItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesNote 6 LeasesItem 3. Legal ProceedingsNote 16 Commitments and ContingenciesItem 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 Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 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 filed May 21, 2015; Commission File No.001-01011). 2.2 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 filed December 5, 2017; Commission File No.001-01011). 2.3 Master Transaction Agreement by and between Aetna Inc. and Hartford Life and Accident Insurance Company dated as of October 22, 2017. 3.1 Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit3.1C of Registrants Current Report on Form8-K filed June 5, 2018; 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 filed June 5, 2018; Commission File No.001-01011). 4.2 Senior Indenture dated August 15, 2006, between the Registrant and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K filed August 15, 2006; Commission File No. 001-01011). 4.3 Form of the Registrants 2020 Floating Rate Note (incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K filed March 12, 2018; Commission File No. 001-01011). 4.4 Form of the Registrants 2021 Floating Rate Note (incorporated by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K filed March 12, 2018; Commission File No. 001-01011). 4.5 Form of the Registrants 2020 Note (incorporated by reference to Exhibit 4.3 to the Registrants Current Report on Form 8-K filed March 12, 2018; Commission File No. 001-01011). 4.6 Form of the Registrants 2021 Note (incorporated by reference to Exhibit 4.4 to the Registrants Current Report on Form 8-K filed March 12, 2018; Commission File No. 001-01011). 4.7 Form of the Registrants 2023 Note (incorporated by reference to Exhibit 4.5 to the Registrants Current Report on Form 8-K filed March 12, 2018; Commission File No. 001-01011). 4.8 Form of the Registrants 2025 Note (incorporated by reference to Exhibit 4.6 to the Registrants Current Report on Form 8-K filed March 12, 2018; Commission File No. 001-01011). 4.9 Form of the Registrants 2028 Note (incorporated by reference to Exhibit 4.7 to the Registrants Current Report on Form 8-K filed March 12, 2018; Commission File No. 001-01011). 4.10 Form of the Registrants 2038 Note (incorporated by reference to Exhibit 4.8 to the Registrants Current Report on Form 8-K filed March 12, 2018; Commission File No. 001-01011). 4.11 Form of the Registrants 2048 Note (incorporated by reference to Exhibit 4.9 to the Registrants Current Report on Form 8-K filed March 12, 2018; Commission File No. 001-01011). 10.1 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 Exhibit10.2 to the Registrants Quarterly Report on Form10-Q for the fiscal quarter ended June 30, 2015 (Commission File No.001-01011). 10.2 Amendment No. 1 to Credit Agreement dated as of December 15, 2017, to the 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 Exhibit 10.5 to the Registrants Current Report on Form 8-K filed December 19, 2017; Commission File No. 001-01-011). 10.3 Amendment No. 2 to Credit Agreement dated as of May 17, 2018, to the 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 Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2018; Commission File No. 001-01-011). 10.4 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). 10.5 Amendment No. 1 to Five Year Credit Agreement dated as of December 15, 2017, to the 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 filed December 19, 2017; Commission File No.001-01011). 10.6 Amendment No. 2 to Five Year Credit Agreement dated as of May 17, 2018, to the 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 Exhibit 10.4 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2018; Commission File No. 001-01011). 10.7 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 filed December 19, 2017; Commission File No.001-01011). 10.8 Amendment No. 1 to Term Loan Agreement dated as of May 17, 2018, to the 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 Exhibit 10.5 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2018; Commission File No. 001-01011). 10.9 364-Day Credit Agreement dated as of May 17, 2018, by and among the Registrant, the lenders party thereto 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 fiscal quarter ended June 30, 2018; Commission File No. 001-01011). 10.10 Five Year Credit Agreement dated as of May 17, 2018, by and among the Registrant, the lenders party thereto and The Bank of New York Mellon, as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2018; Commission File No. 001-01011). 10.11 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 filed December 5, 2017; Commission File No.001-01011). 10.12 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 filed December 19, 2017; Commission File No.001-01011). 10.13 364-Day Bridge Term Loan Agreement, dated October 26, 2018, by and among the Registrant, the lenders party thereto and Barclays Bank PLC, as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed October 26, 2018; Commission File No. 001-010011). 10.14* The Registrants 1996 Directors Stock Plan, as amended and restated November 5, 2002 (incorporated by reference to Exhibit 10.18 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 28, 2002; Commission File No. 001-01011). 10.15* 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). 10.16* The Registrants Supplemental Retirement Plan I for Select Senior Management, as amended and restated as of December 31, 2008 (incorporated by reference to Exhibit 10.6 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2009; Commission File No. 011-01011). 10.17* The Registrants 1997 Incentive Compensation Plan, as amended through December 31, 2008 (incorporated by reference to Exhibit 10.8 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2009; Commission File No. 011-01011). 10.18* 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 fiscal year ended December 31, 2013; Commission File No.001-01011). 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 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). 10.22* 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). 10.23* 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). 10.24* 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). 10.25* 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). 10.26* 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). 10.27* The Registrants Executive Incentive Plan, as amended (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). 10.28* The Registrants Long-Term Incentive Plan, as amended (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). 10.29* 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). 10.30* 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). 10.31* 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). 10.32* 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). 10.33* 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). 10.34* Form of Performance Stock Unit Agreement - Annual Grant between the Registrant and selected employees of the Registrant (incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018; Commission File No. 001-01011). 10.35* Form of Performance Stock Unit Agreement (LTIP) - Annual Grant between the Registrant and selected employees of the Registrant (incorporated by reference to Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018; Commission File No. 001-01011). 10.36* The Registrants 2018 Management Incentive Plan. 10.37* The Registrants Severance Plan for Non-Store Employees amended as of November 28, 2018. 10.38* The Registrants Performance-Based Restricted Stock Unit Program, as amended. 10.39* Formof Non-Qualified Stock Option Agreement between the Registrant and selected employees of the Registrant. 10.40* Formof Restricted Stock Unit Agreement - Annual Grant - between the Registrant and selected employees of the Registrant. 10.41* Formof Performance-Based Restricted Stock Unit Agreement between the Registrant and selected employees of the Registrant. 10.42* Formof Partnership Equity Program Participant Purchased RSUs, Company Matching RSUs and Company Matching Options Agreement (Pre-Tax). 10.43* Formof Partnership Equity Program Participant Purchased RSUs, Company Matching RSUs and Company Matching Options Agreement (Post-Tax) (incorporated by reference to Exhibit10.31 to the Registrants Annual Report on Form10-K for the fiscal year ended December31, 2013; Commission File No.001-01011). 10.44* Amended Aetna Inc. 2010 Stock Incentive Plan, as amended May 19, 2017 (incorporated by reference to Exhibit99.1 to the Registrants Registration Statement on FormS-8 filed November 30, 2018; Commission File No.001-01011). 10.45* Form of Aetna Inc. 2010 Stock Incentive Plan - Market Stock Unit Terms of Award. 10.46* Form of Aetna Inc. 2010 Stock Incentive Plan - Performance Stock Unit Terms of Award (2015). 10.47* Form of Aetna Inc. 2010 Stock Incentive Plan - Executive Restricted Stock Unit Terms of Award (2015). 10.48* Form of Aetna Inc. 2010 Stock Incentive Plan - Stock Appreciation Right Terms of Award (2015). 10.49* Amended and Restated Employment Agreement dated as of December21, 2012 between the Registrant and Larry Merlo (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). 10.50* Formof Non-Qualified Stock Option Agreement - Annual Grant between the Registrant and Larry Merlo (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). 10.51* Formof Restricted Stock Unit Agreement - Annual Grant between the Registrant and Larry Merlo (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). 10.52* Amendment dated January 22, 2015 to Nonqualified Stock Option Agreements between the Registrant and Larry Merlo (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed January 23, 2015; Commission File No.001-01011). 10.53* Change in Control Agreement dated December22, 2008 between the Registrant and David Denton (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). 10.54* Amendment dated as of December31, 2012 to the Change in Control Agreement dated December22, 2008 between the Registrant and David Denton (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). 10.55* Confidential Separation Agreement effective as of June 25, 2018, between the Registrant and David Denton (incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2018; Commission File No. 001-01011). 10.56* Change in Control Agreement dated December22, 2008 between the Registrant and Jonathan Roberts (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). 10.57* Amendment dated as of December31, 2012 to the Change in Control Agreement dated December22, 2008 between the Registrant and Jonathan Roberts (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). 10.58* Restricted Stock Unit Agreement - Annual Grant dated April 1, 2016 between the Registrant and Jonathan C. Roberts (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). 10.59* Restrictive Covenant Agreement dated May 20, 2016 between the Registrant and Jonathan C. Roberts (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). 10.60* Change in Control Agreement dated December 22, 2008 between the Registrant and Helena Foulkes (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). 10.61* Amendment dated as of December 31, 2012 to the Change in Control Agreement between the Registrant and Helena Foulkes (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). 10.62* Change in Control Agreement dated October 1, 2012 between the Registrant and Thomas Moriarity (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). 10.63* Restrictive Covenant Agreement dated June 1, 2014 between the Registrant and Thomas Moriarity (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). 13.1 Portions of the 2018 Annual Report to Stockholders of CVS Health Corporation, which are specifically designated in this Annual Report on Form10-K as being incorporated by reference. 21.1 Subsidiaries of CVS Health Corporation. 23.1 Consent of Ernst& Young LLP. 31.1 Certification by the Chief Executive Officer. 31.2 Certification by the Chief Financial Officer. 32.1 Certification by the Chief Executive Officer. 32.2 Certification by the Chief Financial Officer.