CVS 10-K Annual Report Dec. 31, 2023 | Alphaminr
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CVS 10-K Fiscal year ended Dec. 31, 2023

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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 1C. CybersecurityItem 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 February 7, 2023, by and among CVS Pharmacy, Inc., Halo Merger Sub Corp., Oak Street Health, Inc. and, for the limited purposes set forth therein, CVS Health Corporation (incorporated by reference to Exhibit 2.1 to the Registrants Current Report on Form 8-K filed February 8, 2023). 2.2 Form of Voting Agreement by and among CVS Pharmacy, Inc., certain stockholders of Oak Street Health, Inc. and certain members of the Oak Street Health, Inc. board of directors parties thereto (incorporated by reference to Exhibit 99.1 to the Registrants Current Report on Form 8-K filed February 8, 2023). 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 2025 Note (incorporated by reference to Exhibit 4.6 to the Registrants Current Report on Form 8-K filed March 12, 2018). 4.4 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). 4.5 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). 4.6 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). 4.7 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). 4.8 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). 4.9 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). 4.10 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). 4.11 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). 4.12 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). 4.13 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). 4.14 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). 4.15 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). 4.16 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). 4.17 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). 4.18 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). 4.19 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). 4.20 Form of the Registrants 2026 Note (incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K filed on February 21, 2023). 4.21 Form of the Registrants 2030 Note (incorporated by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K filed on February 21, 2023). 4.22 Form of the Registrants 2033 Note (incorporated by reference to Exhibit 4.3 to the Registrants Current Report on Form 8-K filed on February 21, 2023). 4.23 Form of the Registrants 2053 Note (incorporated by reference to Exhibit 4.4 to the Registrants Current Report on Form 8-K filed on February 21, 2023). 4.24 Form of the Registrants 2029 Note (incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K filed June 2, 2023). 4.25 Form of the Registrants 2031 Note (incorporated by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K filed June 2, 2023). 4.26 Form of the Registrants 2033 Note (incorporated by reference to Exhibit 4.3 to the Registrants Current Report on Form 8-K filed June 2, 2023). 4.27 Form of the Registrants 2053 Note (incorporated by reference to Exhibit 4.4 to the Registrants Current Report on Form 8-K filed June 2, 2023). 4.28 Form of the Registrants 2063 Note (incorporated by reference to Exhibit 4.5 to the Registrants Current Report on Form 8-K filed June 2, 2023). 4.29 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, 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). 10.2 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). 10.3 Second Amendment to Five Year Credit Agreement dated as of March 23, 2023, to the Five Year Credit Agreement, dated as of May 16, 2019, as amended by the First Amendment to 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 10.5 of Registrants Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2023). 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 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). 10.6 Second Amendment to Five Year Credit Agreement dated as of March 23, 2023, to the Five Year Credit Agreement, dated as of May 11, 2021, as amended by the First Amendment to 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 10.6 of Registrants Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2023). 10.7 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). 10.8 First Amendment to Five Year Credit Agreement dated as of March 23, 2023, to the 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 10.7 of Registrants Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2023). 10.9 * 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). 10.10* 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). 10.11* 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). 10.12* 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). 10.13* 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). 10.14* Amendment to Registrants 2007 Employee Stock Purchase Plan dated May 2, 2023 (incorporated by reference to Exhibit 10.1 of Registrants Quarterly Report on Form 10-Q for the fiscal quarter ending June 30, 2023). 10.15* 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). 10.16* 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). 10.17* 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). 10.18* 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). 10.19* 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). 10.20* 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). 10.21* Oak Street Health, Inc. Omnibus Incentive Plan (incorporated by reference to Exhibit 99.1 to the Registrants Registration Statement on Form S-8 filed May 2, 2023. 10.22* Oak Street Health, Inc. Omnibus Incentive Plan, as amended. 10.23* Signify Health, Inc. 2021 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.1 to the Registrants Registration Statement on Form S-8 filed March 29, 2023). 10.24* Signify Health, Inc. 2021 Long-Term Incentive Plan, as amended (incorporated by reference to Exhibit 99.1 to the Registrants Registration Statement on Form S-8 filed August 2, 2023). 10.25* 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). 10.26* 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). 10.27* 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). 10.28* 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). 10.29* 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). 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). 10.31* 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). 10.32* 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). 10.33* 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). 10.34* 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). 10.35* 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). 10.36* 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). 10.37* 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). 10.38* 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). 10.39* 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). 10.40* 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). 10.41* 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). 10.42* 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). 10.43* 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). 10.44* 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). 10.45* The Registrants Management Incentive Plan. 10.46* The Registrants Amended and Restated Severance Plan for Non-Store Employees dated September 30, 2023 (incorporated by reference to Exhibit 10.1 of Registrants Quarterly Report on Form 10-Q for the fiscal quarter ending September 30, 2023). 10.47* The Registrants Executive Health Program Summary and Program Document effective September 20, 2023. 10.48* 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). 10.49* 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). 10.50* 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). 10.51* 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). 10.52* 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). 10.53* Restrictive Covenant Agreement dated January 7, 2024 between the Registrant and Thomas F. Cowhey. 10.54* Change in Control Agreement effective as of January 5, 2024 between the Registrant and Thomas F. Cowhey. 10.55* Restrictive Covenant Agreement dated June 20, 2022 between the Registrant and Tilak Mandadi (incorporated by reference to Exhibit 10.1 of Registrants Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2023). 10.56* Change in Control Agreement effective as of August 11, 2022 between the Registrant and Tilak Mandadi (incorporated by reference to Exhibit 10.2 of Registrants Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2023). 10.57* Restrictive Covenant Agreement dated May 11, 2022 between the Registrant and Prem Shah (incorporated by reference to Exhibit 10.3 of Registrants Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2023). 10.58* Change in Control Agreement effective as of January 27, 2023 between the Registrant and Prem Shah (incorporated by reference to Exhibit 10.4 of Registrants Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2023). 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. 97.1* Registrants Dodd-Frank Clawback Policy adopted September 21, 2023.