CVS 10-K Annual Report Dec. 31, 2022 | Alphaminr
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CVS 10-K Fiscal year ended Dec. 31, 2022

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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. ReservedItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of Operations. ( Md&a )Item 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 InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart 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, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Agreement and Plan of Merger, dated as of September 2, 2022, by and among CVS Pharmacy, Inc., Noah Merger Sub, Inc. and Signify Health, Inc. (incorporated by reference to Exhibit 2.1 of the Registrants Current Report on Form 8-K filed September 6, 2022). 2.2 Voting Agreement, dated as of September 2, 2022, by and among CVS Pharmacy, Inc. and certain stockholders of Signify Health, Inc. party thereto (incorporated by reference to Exhibit 99.1 of the Registrants Current Report on Form 8-K filed September 6, 2022). 3.1 Restated Certificate of Incorporation of the Registrant dated June 4, 2018 (incorporated by reference to Exhibit3.1C of Registrants Current Report on Form8-K filed June 5, 2018). 3.2 By-Laws of the Registrant, as amended and restated November 17, 2022 (incorporated by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K filed November 21, 2022). 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). 4.3 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). 4.4 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). 4.5 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). 4.6 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). 4.7 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). 4.8 Form of the Registrants 2024 Note (incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K filed August 15, 2019). 4.9 Form of the Registrants 2026 Note (incorporated by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K filed August 15, 2019). 4.10 Form of the Registrants 2029 Note (incorporated by reference to Exhibit 4.3 to the Registrants Current Report on Form 8-K filed August 15, 2019). 4.11 Form of the Registrants 2027 Note (incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K filed on March 31, 2020). 4.12 Form of the Registrants 2030 Note (incorporated by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K filed on March 31, 2020). 4.13 Form of the Registrants 2040 Note (incorporated by reference to Exhibit 4.3 to the Registrants Current Report on Form 8-K filed on March 31, 2020). 4.14 Form of the Registrants 2050 Note (incorporated by reference to Exhibit 4.4 to the Registrants Current Report on Form 8-K filed on March 31, 2020). 4.15 Form of the Registrants 2027 Note (incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K filed on August 21, 2020). 4.16 Form of the Registrants 2030 Note (incorporated by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K filed on August 21, 2020). 4.17 Form of the Registrants 2040 Note (incorporated by reference to Exhibit 4.3 to the Registrants Current Report on Form 8-K filed on August 21, 2020). 4.18 Form of the Registrants 2027 Note (incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K filed on December 16, 2020). 4.19 Form of the Registrants 2031 Note (incorporated by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K filed on December 16, 2020). 4.20 Form of the 2031 Note (incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K filed on August 18, 2021). 4.21 Material terms of outstanding securities that are registered under Section 12 of the 1934 Act as required by Item 202(a)-(d) and (f) of Regulation S-K. 10.1* Five Year Credit Agreement dated as of May 16, 2022, by and among the Registrant, the lenders party thereto, and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 of the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2022). 10.2* First Amendment to Five Year Credit Agreement dated as of May 16, 2022, to the Five Year Credit Agreement dated as of May 11, 2021, by and among the Registrant, the lenders party thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.2 of the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2022). 10.3* First Amendment to Five Year Credit Agreement dated as of May 16, 2022, to the Five Year Credit Agreement dated as of May 16, 2019, by and among the Registrant, the lenders party thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.3 of the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2022). 10.4* Five Year Credit Agreement dated as of May 11, 2021, by and among the Registrant, the lenders party thereto, and Bank of America, N.A., 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, 2021). 10.5* Five Year Credit Agreement, dated as of May 16, 2019, by and among the Registrant, the lenders party thereto and Bank of America N.A., as Administrative Agent (incorporated by reference to Exhibit10.2 of the Registrants Quarterly Report on Form10-Q for the fiscal quarter ended June 30, 2019). 10.6* 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). 10.7* 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). 10.8* The Registrants Deferred Stock Compensation Plan, as amended and restated (incorporated by reference to Exhibit 10.11 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2019). 10.9* The Registrants 2007 Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit99.2 to the Registrants Registration Statement on FormS-8 filed May 19, 2020). 10.10* 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). 10.11* The Registrants Amended and Restated Deferred Compensation Plan (incorporated by reference to Exhibit 10.10 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2021). 10.12* 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). 10.13* 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). 10.14* The Registrants 2017 Incentive Compensation Plan, as amended (incorporated by reference to Exhibit 99.1 to the Registrants Registration Statement on Form S-8 filed May 19, 2020). 10.15* 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). 10.16* 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). 10.17* 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). 10.18* 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). 10.19* 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). 10.20* 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). 10.21* 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). 10.22* 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). 10.23* 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). 10.24* 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 September 30, 2020). 10.25* The Registrants Management Incentive Plan (incorporated by reference to Exhibit 10.27 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2019). 10.26* The Registrants Amended and Restated Severance Plan for Non-Store Employees dated October 11, 2021(incorporated by reference to Exhibit 10.25 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2021). 10.27* The Registrants Performance-Based Restricted Stock Unit Program, as amended (incorporated by reference to Exhibit 10.38 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2018). 10.28* Formof Non-Qualified Stock Option Agreement between the Registrant and selected employees of the Registrant (incorporated by reference to Exhibit 10.39 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2018). 10.29* Formof Restricted Stock Unit Agreement - Annual Grant - between the Registrant and selected employees of the Registrant (incorporated by reference to Exhibit 10.40 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2018). 10.30* Formof Performance-Based Restricted Stock Unit Agreement between the Registrant and selected employees of the Registrant (incorporated by reference to Exhibit 10.41 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2018). 10.31* Formof Partnership Equity Program Participant Purchased RSUs, Company Matching RSUs and Company Matching Options Agreement (Pre-Tax) (incorporated by reference to Exhibit 10.42 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2018). 10.32* 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). 10.33* Form of Performance Stock Unit Agreement - Annual Grant between the Registrant and selected employees of the Registrant (incorporated by reference to Exhibit 10.5 of the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2019). 10.34* Amended and Restated Employment Agreement 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 December31, 2008). 10.35* Amendment dated as of December21, 2012 to the Amended and Restated Employment Agreement 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). 10.36* 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). 10.37* 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). 10.38* 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). 10.39* Form of Performance Stock Unit Agreement - Annual Grant between the Registrant and selected employees of the Registrant (incorporated by reference to Exhibit 10.5 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2019). 10.40* Change in Control Agreement effective as of July 19, 2010 between the Registrant and Eva Boratto (incorporated by reference to Exhibit 10.1 of the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2019). 10.41* Restrictive Covenant Agreement dated June 21, 2019 between the Registrant and Eva Boratto (incorporated by reference to Exhibit 10.48 to the registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2019). 10.42* Separation Agreement dated June 9, 2021 between CVS Pharmacy, Inc. and Eva C. Boratto (incorporated by reference to Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2021). 10.43* 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). 10.44* 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). 10.45* Restricted Stock Unit Agreement - Annual Grant dated April 1, 2016 between the Registrant and Jonathan Roberts (incorporated by reference to Exhibit10.44 to the Registrants Annual Report on Form10-K for the fiscal year ended December 31, 2016). 10.46* Restrictive Covenant Agreement dated May 20, 2016 between the Registrant and Jonathan Roberts (incorporated by reference to Exhibit10.45 to the Registrants Annual Report on Form10-K for the fiscal year ended December 31, 2016). 10.47* Change in Control Agreement dated October 1, 2012 between the Registrant and Thomas Moriarty (incorporated by reference to Exhibit 10.1 of the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2015). 10.48* Restrictive Covenant Agreement dated July 8, 2019 between the Registrant and Thomas Moriarty (incorporated by reference to Exhibit 10.56 of the Registrant's Annual Report on form 10-K for the fiscal year ended December 31, 2019). 10.49* Amended and Restated Employment Agreement dated November 5, 2020 between the Registrant and Karen S. Lynch (incorporated by reference to Exhibit 10.51 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2020). 10.50* Restrictive Covenant Agreement dated November 6, 2020 between the Registrant and Karen S. Lynch (incorporated by reference to Exhibit 10.52 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2020). 10.51* Restrictive Covenant Agreement dated September 29, 2020 between the Registrant and Alan Lotvin (incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021). 10.52* Change in Control Agreement dated October 15, 2012 between the Registrant and Alan Lotvin (incorporated by reference to Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021). 10.53* Letter Agreement dated May 16, 2021 between the Registrant and Shawn Guertin (incorporated by reference to Exhibit 10.4 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2021). 10.54* Restrictive Covenant Agreement dated May 16, 2021 between CVS Pharmacy, Inc. and Shawn Guertin (incorporated by reference to Exhibit 10.5 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2021). 10.55* Change in Control Agreement dated May 16, 2021 between the Registrant and Shawn Guertin (incorporated by reference to Exhibit 10.6 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2021). 10.56* Form of Nonqualified Stock Option Agreement between the Registrant and selected employees of the Registrant (incorporated by reference to Exhibit 10.55 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2021). 10.58* Form of Restricted Stock Unit Agreement between the Registrant and selected employees of the Registrant.(incorporated by reference to Exhibit 10.1 of Registrants Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2022). 10.59* Form of Performance Stock Unit Agreement between the Registrant and selected employees of the Registrant (incorporated by reference to Exhibit 10.2 of Registrants Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2022). 10.60* Form of Nonqualified Stock Option Agreement between the Registrant and selected executives of the Registrant (incorporated by reference to Exhibit 10.3 of Registrants Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2022). 10.61* Form of Nonqualified Stock Option Agreement between the Registrant and selected executives of the Registrant (incorporated by reference to Exhibit 10.4 of Registrants Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2022). 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.