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Delaware
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05-0494040
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(State of Incorporation)
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(I.R.S. Employer Identification Number)
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Large accelerated filer [X]
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Accelerated filer [ ]
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Non-accelerated filer [ ] (Do not check if a smaller reporting company)
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Smaller reporting company [ ]
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Page
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Item 1.
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Financial Statements
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Part I
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Item 1
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Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
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||||||||||||
In millions, except per share amounts
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2013
|
|
2012
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2013
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2012
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||||||||
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||||||||
Net revenues
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$
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31,968
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$
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30,227
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$
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93,979
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$
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91,739
|
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Cost of revenues
|
25,933
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24,580
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76,527
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75,530
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||||
Gross profit
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6,035
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5,647
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17,452
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16,209
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||||
Operating expenses
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3,874
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3,833
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11,624
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|
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11,284
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|
||||
Operating profit
|
2,161
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|
1,814
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5,828
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4,925
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|
||||
Interest expense, net
|
122
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|
|
134
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|
374
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|
397
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||||
Income before income tax provision
|
2,039
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|
|
1,680
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|
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5,454
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|
|
4,528
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|
||||
Income tax provision
|
779
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|
|
669
|
|
|
2,116
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|
|
1,775
|
|
||||
Income from continuing operations
|
1,260
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|
|
1,011
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|
|
3,338
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|
|
2,753
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|
||||
Loss from discontinued operations, net of tax
|
(6
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)
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(5
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)
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(7
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)
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(7
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)
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||||
Net income
|
1,254
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|
1,006
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|
3,331
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2,746
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|
||||
Net loss attributable to noncontrolling interest
|
—
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|
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—
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—
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|
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2
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|
||||
Net income attributable to CVS Caremark
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$
|
1,254
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|
|
$
|
1,006
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|
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$
|
3,331
|
|
|
$
|
2,748
|
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Basic earnings per common share:
|
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||||
Income from continuing operations attributable to CVS Caremark
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$
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1.04
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$
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0.80
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$
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2.72
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|
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$
|
2.15
|
|
Loss from discontinued operations attributable to CVS Caremark
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$
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(0.01
|
)
|
|
$
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—
|
|
|
$
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(0.01
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)
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|
$
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(0.01
|
)
|
Net income attributable to CVS Caremark
|
$
|
1.03
|
|
|
$
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0.80
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|
$
|
2.72
|
|
|
$
|
2.15
|
|
Weighted average basic common shares outstanding
|
1,218
|
|
|
1,265
|
|
|
1,226
|
|
|
1,281
|
|
||||
Diluted earnings per common share:
|
|
|
|
|
|
|
|
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|
||||
Income from continuing operations attributable to CVS Caremark
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$
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1.03
|
|
|
$
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0.79
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|
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$
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2.70
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|
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$
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2.14
|
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Loss from discontinued operations attributable to CVS Caremark
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$
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(0.01
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)
|
|
$
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—
|
|
|
$
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(0.01
|
)
|
|
$
|
(0.01
|
)
|
Net income attributable to CVS Caremark
|
$
|
1.02
|
|
|
$
|
0.79
|
|
|
$
|
2.70
|
|
|
$
|
2.13
|
|
Weighted average diluted common shares outstanding
|
1,226
|
|
|
1,274
|
|
|
1,234
|
|
|
1,290
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|
||||
Dividends declared per common share
|
$
|
0.2250
|
|
|
$
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0.1625
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|
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$
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0.6750
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|
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$
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0.4875
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Three Months Ended September 30,
|
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Nine Months Ended September 30,
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||||||||||||
In millions
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2013
|
|
2012
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2013
|
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2012
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||||||||
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|
||||||||
Net income
|
$
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1,254
|
|
|
$
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1,006
|
|
|
$
|
3,331
|
|
|
$
|
2,746
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustments, net of tax
|
3
|
|
|
—
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|
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(15
|
)
|
|
—
|
|
||||
Net cash flow hedges, net of tax
|
1
|
|
|
1
|
|
|
2
|
|
|
2
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|
||||
Comprehensive income
|
1,258
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|
|
1,007
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3,318
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|
|
2,748
|
|
||||
Comprehensive income attributable to noncontrolling interest
|
—
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|
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—
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—
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|
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2
|
|
||||
Comprehensive income attributable to CVS Caremark
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$
|
1,258
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$
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1,007
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$
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3,318
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$
|
2,750
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In millions, except per share amounts
|
September 30,
2013 |
|
December 31,
2012 |
||||
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|
||||
Assets:
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|
||||
Cash and cash equivalents
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$
|
1,505
|
|
|
$
|
1,375
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Short-term investments
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108
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|
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5
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|
||
Accounts receivable, net
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8,035
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6,473
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Inventories
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10,825
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10,759
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||
Deferred income taxes
|
558
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|
|
663
|
|
||
Other current assets
|
401
|
|
|
577
|
|
||
Total current assets
|
21,432
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|
|
19,852
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|
||
Property and equipment, net
|
8,749
|
|
|
8,632
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|
||
Goodwill
|
26,550
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|
|
26,395
|
|
||
Intangible assets, net
|
9,587
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|
|
9,753
|
|
||
Other assets
|
1,487
|
|
|
1,280
|
|
||
Total assets
|
$
|
67,805
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|
|
$
|
65,912
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
5,412
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|
|
$
|
5,070
|
|
Claims and discounts payable
|
4,360
|
|
|
3,974
|
|
||
Accrued expenses
|
3,940
|
|
|
4,051
|
|
||
Short-term debt
|
814
|
|
|
690
|
|
||
Current portion of long-term debt
|
572
|
|
|
5
|
|
||
Total current liabilities
|
15,098
|
|
|
13,790
|
|
||
Long-term debt
|
8,819
|
|
|
9,133
|
|
||
Deferred income taxes
|
3,791
|
|
|
3,784
|
|
||
Other long-term liabilities
|
1,563
|
|
|
1,501
|
|
||
Commitments and contingencies (Note 10)
|
—
|
|
|
—
|
|
||
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
|
|
||
Preferred stock, par value $0.01: 0.1 share authorized; none issued or outstanding
|
—
|
|
|
—
|
|
||
Common stock, par value $0.01: 3,200 shares authorized; 1,669 shares issued and 1,204
|
|
|
|
||||
shares outstanding at September 30, 2013 and 1,667 shares issued and 1,231 shares
|
|
|
|
||||
outstanding at December 31, 2012
|
17
|
|
|
17
|
|
||
Treasury stock, at cost: 473 shares at September 30, 2013 and 435 shares at December 31,
|
|
|
|
||||
2012
|
(18,462
|
)
|
|
(16,270
|
)
|
||
Shares held in trust: 1 share at September 30, 2013 and December 31, 2012
|
(31
|
)
|
|
(31
|
)
|
||
Capital surplus
|
29,653
|
|
|
29,120
|
|
||
Retained earnings
|
27,551
|
|
|
25,049
|
|
||
Accumulated other comprehensive loss
|
(194
|
)
|
|
(181
|
)
|
||
Total shareholders’ equity
|
38,534
|
|
|
37,704
|
|
||
Total liabilities and shareholders’ equity
|
$
|
67,805
|
|
|
$
|
65,912
|
|
|
Nine Months Ended September 30,
|
||||||
In millions
|
2013
|
|
2012
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Cash receipts from customers
|
$
|
85,408
|
|
|
$
|
84,463
|
|
Cash paid for inventory and prescriptions dispensed by retail network pharmacies
|
(67,826
|
)
|
|
(67,464
|
)
|
||
Cash paid to other suppliers and employees
|
(10,760
|
)
|
|
(10,120
|
)
|
||
Interest received
|
5
|
|
|
2
|
|
||
Interest paid
|
(369
|
)
|
|
(411
|
)
|
||
Income taxes paid
|
(2,213
|
)
|
|
(1,530
|
)
|
||
Net cash provided by operating activities
|
4,245
|
|
|
4,940
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Purchases of property and equipment
|
(1,330
|
)
|
|
(1,314
|
)
|
||
Proceeds from sale-leaseback transactions
|
156
|
|
|
427
|
|
||
Proceeds from sale of property and equipment
|
13
|
|
|
—
|
|
||
Acquisitions (net of cash acquired) and other investments
|
(354
|
)
|
|
(303
|
)
|
||
Purchase of available-for-sale investments
|
(107
|
)
|
|
—
|
|
||
Proceeds from sale of subsidiary
|
—
|
|
|
7
|
|
||
Net cash used in investing activities
|
(1,622
|
)
|
|
(1,183
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Increase in short-term debt
|
124
|
|
|
75
|
|
||
Repayments of long-term debt
|
—
|
|
|
(56
|
)
|
||
Purchase of noncontrolling interest in subsidiary
|
—
|
|
|
(26
|
)
|
||
Dividends paid
|
(829
|
)
|
|
(627
|
)
|
||
Proceeds from exercise of stock options
|
431
|
|
|
677
|
|
||
Excess tax benefits from stock-based compensation
|
48
|
|
|
21
|
|
||
Repurchase of common stock
|
(2,272
|
)
|
|
(4,001
|
)
|
||
Net cash used in financing activities
|
(2,498
|
)
|
|
(3,937
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
5
|
|
|
—
|
|
||
Net increase (decrease) in cash and cash equivalents
|
130
|
|
|
(180
|
)
|
||
Cash and cash equivalents at beginning of period
|
1,375
|
|
|
1,413
|
|
||
Cash and cash equivalents at end of period
|
$
|
1,505
|
|
|
$
|
1,233
|
|
Reconciliation of net income to net cash provided by operating activities:
|
|
|
|
|
|
||
Net income
|
$
|
3,331
|
|
|
$
|
2,746
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
1,412
|
|
|
1,297
|
|
||
Stock-based compensation
|
101
|
|
|
97
|
|
||
Deferred income taxes and other noncash items
|
129
|
|
|
87
|
|
||
Change in operating assets and liabilities, net of effects from acquisitions:
|
|
|
|
|
|
||
Accounts receivable, net
|
(1,518
|
)
|
|
(296
|
)
|
||
Inventories
|
(39
|
)
|
|
(586
|
)
|
||
Other current assets
|
176
|
|
|
425
|
|
||
Other assets
|
(125
|
)
|
|
(142
|
)
|
||
Accounts payable and claims and discounts payable
|
697
|
|
|
919
|
|
||
Accrued expenses
|
32
|
|
|
325
|
|
||
Other long-term liabilities
|
49
|
|
|
68
|
|
||
Net cash provided by operating activities
|
$
|
4,245
|
|
|
$
|
4,940
|
|
•
|
Level 1 – Inputs to the valuation methodology are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
|
•
|
Level 2 – Inputs to the valuation methodology are quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active or inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the instrument.
|
•
|
Level 3 – Inputs to the valuation methodology are unobservable inputs based upon management’s best estimate of inputs market participants could use in pricing the asset or liability at the measurement date, including assumptions about risk.
|
•
|
Revenues generated from prescription drugs sold by mail service pharmacies are recognized when the prescription is delivered. At the time of delivery, the Pharmacy Services Segment has performed substantially all of its obligations under its client contracts and does not experience a significant level of returns.
|
•
|
Revenues generated from prescription drugs sold by third party pharmacies in the Pharmacy Services Segment’s retail pharmacy network and associated administrative fees are recognized at the Pharmacy Services Segment’s point-of-sale, which is when the claim is adjudicated by the Pharmacy Services Segment’s online claims processing system.
|
|
September 30, 2013
|
|
December 31, 2012
|
||||||||||||||||||||
In millions
|
Gross
Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross
Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
Trademarks (indefinitely-lived)
|
$
|
6,398
|
|
|
$
|
—
|
|
|
$
|
6,398
|
|
|
$
|
6,398
|
|
|
$
|
—
|
|
|
$
|
6,398
|
|
Customer contracts and relationships and covenants not to compete
|
5,947
|
|
|
(3,144
|
)
|
|
2,803
|
|
|
5,745
|
|
|
(2,812
|
)
|
|
2,933
|
|
||||||
Favorable leases and other
|
803
|
|
|
(417
|
)
|
|
386
|
|
|
802
|
|
|
(380
|
)
|
|
422
|
|
||||||
|
$
|
13,148
|
|
|
$
|
(3,561
|
)
|
|
$
|
9,587
|
|
|
$
|
12,945
|
|
|
$
|
(3,192
|
)
|
|
$
|
9,753
|
|
Changes in Accumulated Other Comprehensive Income (Loss) by Component
(1)
|
|||||||||||||||
|
|
||||||||||||||
|
Three Months Ended September 30, 2013
|
||||||||||||||
In millions
|
Losses on Cash Flow Hedges
|
|
Defined Benefit Pension Items
|
|
Foreign Currency
|
|
Total
|
||||||||
Balance, June 30, 2013
|
$
|
(15
|
)
|
|
$
|
(165
|
)
|
|
$
|
(18
|
)
|
|
$
|
(198
|
)
|
Other comprehensive income (loss) before
reclassifications
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||
Amounts reclassified from accumulated
other comprehensive income
(2)
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Net other comprehensive income (loss)
|
1
|
|
|
—
|
|
|
3
|
|
|
4
|
|
||||
Balance, September 30, 2013
|
$
|
(14
|
)
|
|
$
|
(165
|
)
|
|
$
|
(15
|
)
|
|
$
|
(194
|
)
|
|
|
|
|
|
|
|
|
||||||||
|
Nine Months Ended September 30, 2013
|
||||||||||||||
In millions
|
Losses on Cash Flow Hedges
|
|
Defined Benefit Pension Items
|
|
Foreign Currency
|
|
Total
|
||||||||
Balance, December 31, 2012
|
$
|
(16
|
)
|
|
$
|
(165
|
)
|
|
$
|
—
|
|
|
$
|
(181
|
)
|
Other comprehensive income (loss) before
reclassifications
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
(15
|
)
|
||||
Amounts reclassified from accumulated
other comprehensive income
(2)
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Net other comprehensive income (loss)
|
2
|
|
|
—
|
|
|
(15
|
)
|
|
(13
|
)
|
||||
Balance, September 30, 2013
|
$
|
(14
|
)
|
|
$
|
(165
|
)
|
|
$
|
(15
|
)
|
|
$
|
(194
|
)
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
||||||||||||
In millions
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Interest expense
|
$
|
125
|
|
|
$
|
135
|
|
|
$
|
379
|
|
|
$
|
399
|
|
Interest income
|
(3
|
)
|
|
(1
|
)
|
|
(5
|
)
|
|
(2
|
)
|
||||
Interest expense, net
|
$
|
122
|
|
|
$
|
134
|
|
|
$
|
374
|
|
|
$
|
397
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended
September 30,
|
||||||||||||
In millions, except per share amounts
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Numerators for earnings per common share calculations:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
1,260
|
|
|
$
|
1,011
|
|
|
$
|
3,338
|
|
|
$
|
2,753
|
|
Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Income from continuing operations attributable to CVS Caremark
|
1,260
|
|
|
1,011
|
|
|
3,338
|
|
|
2,755
|
|
||||
Loss from discontinued operations, net of tax
|
(6
|
)
|
|
(5
|
)
|
|
(7
|
)
|
|
(7
|
)
|
||||
Net income attributable to CVS Caremark, basic and diluted
|
$
|
1,254
|
|
|
$
|
1,006
|
|
|
$
|
3,331
|
|
|
$
|
2,748
|
|
Denominators for earnings per common share calculations:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average common shares, basic
|
1,218
|
|
|
1,265
|
|
|
1,226
|
|
|
1,281
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stock options
|
7
|
|
|
8
|
|
|
7
|
|
|
8
|
|
||||
Restricted stock units
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
||||
Weighted average common shares, diluted
|
1,226
|
|
|
1,274
|
|
|
1,234
|
|
|
1,290
|
|
||||
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income from continuing operations attributable to CVS Caremark
|
$
|
1.04
|
|
|
$
|
0.80
|
|
|
$
|
2.72
|
|
|
$
|
2.15
|
|
Loss from discontinued operations attributable to CVS Caremark
|
$
|
(0.01
|
)
|
|
$
|
—
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
Net income attributable to CVS Caremark
|
$
|
1.03
|
|
|
$
|
0.80
|
|
|
$
|
2.72
|
|
|
$
|
2.15
|
|
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|||||
Income from continuing operations attributable to CVS Caremark
|
$
|
1.03
|
|
|
$
|
0.79
|
|
|
$
|
2.70
|
|
|
$
|
2.14
|
|
Loss from discontinued operations attributable to CVS Caremark
|
$
|
(0.01
|
)
|
|
$
|
—
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
Net income attributable to CVS Caremark
|
$
|
1.02
|
|
|
$
|
0.79
|
|
|
$
|
2.70
|
|
|
$
|
2.13
|
|
In millions
|
Pharmacy
Services
Segment
(1)
|
|
Retail
Pharmacy
Segment
|
|
Corporate
Segment
|
|
Intersegment
Eliminations
(2)
|
|
Consolidated
Totals
|
||||||||||
Three Months Ended
|
|
|
|
|
|
|
|
|
|
||||||||||
September 30, 2013:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
$
|
19,483
|
|
|
$
|
16,284
|
|
|
$
|
—
|
|
|
$
|
(3,799
|
)
|
|
$
|
31,968
|
|
Gross profit
|
1,294
|
|
|
4,884
|
|
|
—
|
|
|
(143
|
)
|
|
6,035
|
|
|||||
Operating profit (loss)
(3)
|
1,012
|
|
|
1,471
|
|
|
(179
|
)
|
|
(143
|
)
|
|
2,161
|
|
|||||
September 30, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net revenues
|
18,079
|
|
|
15,504
|
|
|
—
|
|
|
(3,356
|
)
|
|
30,227
|
|
|||||
Gross profit
|
1,081
|
|
|
4,672
|
|
|
—
|
|
|
(106
|
)
|
|
5,647
|
|
|||||
Operating profit (loss)
|
784
|
|
|
1,305
|
|
|
(169
|
)
|
|
(106
|
)
|
|
1,814
|
|
|||||
Nine Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
September 30, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net revenues
|
56,593
|
|
|
48,474
|
|
|
—
|
|
|
(11,088
|
)
|
|
93,979
|
|
|||||
Gross profit
|
3,025
|
|
|
14,836
|
|
|
—
|
|
|
(409
|
)
|
|
17,452
|
|
|||||
Operating profit (loss)
(3)
|
2,186
|
|
|
4,604
|
|
|
(553
|
)
|
|
(409
|
)
|
|
5,828
|
|
|||||
September 30, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net revenues
|
54,802
|
|
|
47,373
|
|
|
—
|
|
|
(10,436
|
)
|
|
91,739
|
|
|||||
Gross profit
|
2,474
|
|
|
14,014
|
|
|
—
|
|
|
(279
|
)
|
|
16,209
|
|
|||||
Operating profit (loss)
|
1,644
|
|
|
4,071
|
|
|
(511
|
)
|
|
(279
|
)
|
|
4,925
|
|
|||||
Total assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
September 30, 2013
|
37,274
|
|
|
30,048
|
|
|
1,679
|
|
|
(1,196
|
)
|
|
67,805
|
|
|||||
December 31, 2012
|
36,057
|
|
|
29,183
|
|
|
1,408
|
|
|
(736
|
)
|
|
65,912
|
|
|||||
Goodwill:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
September 30, 2013
|
19,657
|
|
|
6,893
|
|
|
—
|
|
|
—
|
|
|
26,550
|
|
|||||
December 31, 2012
|
19,646
|
|
|
6,749
|
|
|
—
|
|
|
—
|
|
|
26,395
|
|
(3)
|
Consolidated operating profit for the three and nine months ended September 30, 2013 includes a
$72 million
gain on a legal settlement, of which,
$11 million
is included in the Pharmacy Services Segment and
$61 million
is included in the Retail Pharmacy Segment.
|
|
/s/ Ernst & Young LLP
|
|
|
November 5, 2013
|
|
Boston, Massachusetts
|
|
Part I
|
|
Item 2
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
||||||||||||
In millions
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
31,968
|
|
|
$
|
30,227
|
|
|
$
|
93,979
|
|
|
$
|
91,739
|
|
Cost of revenues
|
25,933
|
|
|
24,580
|
|
|
76,527
|
|
|
75,530
|
|
||||
Gross profit
|
6,035
|
|
|
5,647
|
|
|
17,452
|
|
|
16,209
|
|
||||
Operating expenses
|
3,874
|
|
|
3,833
|
|
|
11,624
|
|
|
11,284
|
|
||||
Operating profit
|
2,161
|
|
|
1,814
|
|
|
5,828
|
|
|
4,925
|
|
||||
Interest expense, net
|
122
|
|
|
134
|
|
|
374
|
|
|
397
|
|
||||
Income before income tax provision
|
2,039
|
|
|
1,680
|
|
|
5,454
|
|
|
4,528
|
|
||||
Income tax provision
|
779
|
|
|
669
|
|
|
2,116
|
|
|
1,775
|
|
||||
Income from continuing operations
|
1,260
|
|
|
1,011
|
|
|
3,338
|
|
|
2,753
|
|
||||
Loss from discontinued operations, net of tax
|
(6
|
)
|
|
(5
|
)
|
|
(7
|
)
|
|
(7
|
)
|
||||
Net income
|
1,254
|
|
|
1,006
|
|
|
3,331
|
|
|
2,746
|
|
||||
Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Net income attributable to CVS Caremark
|
$
|
1,254
|
|
|
$
|
1,006
|
|
|
$
|
3,331
|
|
|
$
|
2,748
|
|
In millions
|
Pharmacy
Services
Segment
(1)
|
|
Retail
Pharmacy
Segment
|
|
Corporate
Segment
|
|
Intersegment
Eliminations
(2)
|
|
Consolidated
Totals
|
||||||||||
Three Months Ended
|
|
|
|
|
|
|
|
|
|
||||||||||
September 30, 2013:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
$
|
19,483
|
|
|
$
|
16,284
|
|
|
$
|
—
|
|
|
$
|
(3,799
|
)
|
|
$
|
31,968
|
|
Gross profit
|
1,294
|
|
|
4,884
|
|
|
—
|
|
|
(143
|
)
|
|
6,035
|
|
|||||
Operating profit (loss)
(3)
|
1,012
|
|
|
1,471
|
|
|
(179
|
)
|
|
(143
|
)
|
|
2,161
|
|
|||||
September 30, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net revenues
|
18,079
|
|
|
15,504
|
|
|
—
|
|
|
(3,356
|
)
|
|
30,227
|
|
|||||
Gross profit
|
1,081
|
|
|
4,672
|
|
|
—
|
|
|
(106
|
)
|
|
5,647
|
|
|||||
Operating profit (loss)
|
784
|
|
|
1,305
|
|
|
(169
|
)
|
|
(106
|
)
|
|
1,814
|
|
|||||
Nine Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
September 30, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net revenues
|
56,593
|
|
|
48,474
|
|
|
—
|
|
|
(11,088
|
)
|
|
93,979
|
|
|||||
Gross profit
|
3,025
|
|
|
14,836
|
|
|
—
|
|
|
(409
|
)
|
|
17,452
|
|
|||||
Operating profit (loss)
(3)
|
2,186
|
|
|
4,604
|
|
|
(553
|
)
|
|
(409
|
)
|
|
5,828
|
|
|||||
September 30, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net revenues
|
54,802
|
|
|
47,373
|
|
|
—
|
|
|
(10,436
|
)
|
|
91,739
|
|
|||||
Gross profit
|
2,474
|
|
|
14,014
|
|
|
—
|
|
|
(279
|
)
|
|
16,209
|
|
|||||
Operating profit (loss)
|
1,644
|
|
|
4,071
|
|
|
(511
|
)
|
|
(279
|
)
|
|
4,925
|
|
(1)
|
Net revenues of the Pharmacy Services Segment includes approximately
$1.9 billion
and
$2 billion
of retail co-payments for the three months ended September 30, 2013 and 2012, respectively, as well as
$6.1 billion
and
$6.4 billion
of retail co-payments for the nine months ended September 30, 2013 and 2012, respectively.
|
(2)
|
Intersegment eliminations relate to two types of transaction: (i) Intersegment revenues that occur when Pharmacy Services Segment customers use Retail Pharmacy Segment stores to purchase covered products. When this occurs, both the Pharmacy Services and Retail Pharmacy segments record the revenue on a standalone basis, and (ii) Intersegment revenues, gross profit and operating profit that occur when Pharmacy Services Segment customers, through the Company's intersegment activities (such as the Maintenance Choice
®
program), elect to pick-up their maintenance prescriptions at Retail Pharmacy Segment stores instead of receiving them through the mail. When this occurs, both the Pharmacy Services and Retail Pharmacy segments record the revenue, gross profit and operating profit on a stand alone basis. The following amounts are eliminated in consolidation in connection with the item (ii) intersegment activity: net revenues of
$1.1 billion
and
$841 million
for the three months ended September 30, 2013 and 2012, respectively, and
$3.1 billion
and
$2.5 billion
for the nine months ended September 30, 2013 and 2012, respectively; gross profit and operating profit of
$143 million
and
$106 million
for the three months ended September 30, 2013 and 2012, respectively, and
$409 million
and
$279 million
for the nine months ended September 30, 2013 and 2012, respectively.
|
(3)
|
Consolidated operating profit for the three and nine months ended September 30, 2013 includes a
$72 million
gain on a legal settlement, of which,
$11 million
is included in the Pharmacy Services Segment and
$61 million
is included in the Retail Pharmacy Segment.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30,
|
||||||||||||
In millions
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
19,483
|
|
|
$
|
18,079
|
|
|
$
|
56,593
|
|
|
$
|
54,802
|
|
Gross profit
|
1,294
|
|
|
1,081
|
|
|
3,025
|
|
|
2,474
|
|
||||
Gross profit % of net revenues
|
6.6
|
%
|
|
6.0
|
%
|
|
5.4
|
%
|
|
4.5
|
%
|
||||
Operating expenses
(4)
|
282
|
|
|
297
|
|
|
839
|
|
|
830
|
|
||||
Operating expense % of net revenues
|
1.4
|
%
|
|
1.6
|
%
|
|
1.5
|
%
|
|
1.5
|
%
|
||||
Operating profit
|
1,012
|
|
|
784
|
|
|
2,186
|
|
|
1,644
|
|
||||
Operating profit % of net revenues
|
5.2
|
%
|
|
4.3
|
%
|
|
3.9
|
%
|
|
3.0
|
%
|
||||
Net revenues
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mail choice
(2)
|
$
|
6,369
|
|
|
$
|
5,675
|
|
|
$
|
18,274
|
|
|
$
|
17,084
|
|
Pharmacy network
(3)
|
13,063
|
|
|
12,363
|
|
|
38,163
|
|
|
37,573
|
|
||||
Other
|
51
|
|
|
41
|
|
|
156
|
|
|
145
|
|
||||
Pharmacy claims processed
(1)
:
|
|
|
|
|
|
|
-
|
|
|
|
|
||||
Total
|
221.9
|
|
|
217.4
|
|
|
676.2
|
|
|
654.6
|
|
||||
Mail choice
(2)
|
21.0
|
|
|
20.4
|
|
|
62.3
|
|
|
61.3
|
|
||||
Pharmacy network
(3)
|
200.9
|
|
|
197.0
|
|
|
613.9
|
|
|
593.3
|
|
||||
Generic dispensing rate
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total
|
81.0
|
%
|
|
79.3
|
%
|
|
80.7
|
%
|
|
78.0
|
%
|
||||
Mail choice
(2)
|
76.2
|
%
|
|
73.1
|
%
|
|
75.8
|
%
|
|
71.1
|
%
|
||||
Pharmacy network
(3)
|
81.5
|
%
|
|
79.9
|
%
|
|
81.2
|
%
|
|
78.6
|
%
|
||||
Mail choice penetration rate
|
23.0
|
%
|
|
22.9
|
%
|
|
22.5
|
%
|
|
22.9
|
%
|
(4)
|
Operating expenses for the three and nine months ended September 30, 2013 includes a
$11 million
gain on a legal settlement.
|
•
|
Our mail choice claims processed increased 3.1% to 21.0 million claims in the three months ended September 30, 2013, compared to 20.4 million claims in the prior year period. The increase in the mail choice claim volume was primarily due to increased claims associated with the continuing adoption of our Maintenance Choice offerings.
|
•
|
Our average revenue per mail choice claim increased by 8.9%, compared to the prior year period. This increase was primarily due to drug cost inflation particularly in our specialty business, partially offset by increases in the percentage of generic prescription drugs dispensed and changes in client pricing.
|
•
|
Our mail choice generic dispensing rate increased to 76.2% in the three months ended September 30, 2013, compared to 73.1% in the prior year period. This increase was primarily due to new generic prescription drug introductions, as well as our continual effort to encourage plan members to use clinically appropriate generic prescription drugs when they are available.
|
•
|
Our pharmacy network claims processed increased 2.0% to 200.9 million claims in the three months ended September 30, 2013, compared to 197.0 million claims in the prior year period. The increase in the pharmacy network claim volume was primarily due to claims activity associated with new clients.
|
•
|
Our average revenue per pharmacy network claim processed increased 3.7%, as compared to the prior year period. This increase was primarily due to drug cost inflation partially offset by increases in the generic dispensing rate.
|
•
|
Our pharmacy network generic dispensing rate increased to 81.5% in the three months ended September 30, 2013, compared to 79.9% in the prior year period. This increase was primarily due to new generic prescription drug introductions, as well as our continual effort to encourage plan members to use clinically appropriate generic prescription drugs when they are available.
|
•
|
Our mail choice claims processed increased 1.6% to 62.3 million claims in the nine months ended September 30, 2013, compared to 61.3 million claims in the prior year period. The increase in the mail choice claim volume was primarily due to increased claims associated with the continuing adoption of our Maintenance Choice offerings. The decrease in the mail choice penetration rate was primarily due to a change in the mix of business, driven by growth in Medicaid and Medicare Part D, which carry a lower mail utilization.
|
•
|
Our average revenue per mail choice claim increased by 5.3%, compared to the prior year period. This increase was primarily due to drug cost inflation particularly in our specialty business, partially offset by increases in the percentage of generic prescription drugs dispensed and changes in client pricing.
|
•
|
Our mail choice generic dispensing rate increased to 75.8% in the nine months ended September 30, 2013, compared to 71.1% in the prior year period. This increase was primarily due to new generic prescription drug introductions, as well as our continual effort to encourage plan members to use clinically appropriate generic prescription drugs when they are available.
|
•
|
Our pharmacy network claims processed increased 3.5% to 613.9 million claims in the nine months ended September 30, 2013, compared to 593.3 million claims in the prior year period. The increase in the pharmacy network claim volume was primarily due to higher claims activity associated with our Medicare Part D program.
|
•
|
Our average revenue per pharmacy network claim processed decreased 1.8%, as compared to the prior year period. This decrease was primarily due to increases in the generic dispensing rate.
|
•
|
Our pharmacy network generic dispensing rate increased to 81.2% in the nine months ended September 30, 2013, compared to 78.6% in the prior year period. This increase was primarily due to new generic prescription drug introductions, as well as our continual effort to encourage plan members to use clinically appropriate generic prescription drugs when they are available.
|
•
|
Our gross profit dollars and gross profit as a percentage of net revenues continued to be impacted by our efforts to (i) retain existing clients, (ii) obtain new business and (iii) maintain or improve the purchase discounts we received from manufacturers, wholesalers and retail pharmacies. In particular, competitive pressure in the PBM industry has caused us and other PBMs to continue to share with our clients a larger portion of rebates and/or discounts received from pharmaceutical manufacturers. In addition, market dynamics and regulatory changes have adversely impacted our ability to offer plan sponsors pricing that includes retail network “differential” or “margin.” We expect these trends to continue.
|
•
|
Our gross profit as a percentage of revenues benefited from the increase in our total generic dispensing rate, which increased to 81.0% and 80.7% in the three and nine months ended September 30, 2013, respectively, compared to our generic dispensing rate of 79.3% and 78.0% in the prior year periods, respectively. This increase was primarily due to new generic drug introductions and our continual efforts to encourage plan members to use clinically appropriate generic drugs when they are available. We expect the trend in generic introductions to continue, albeit at a slower pace.
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
In millions
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
16,284
|
|
|
$
|
15,504
|
|
|
$
|
48,474
|
|
|
$
|
47,373
|
|
Gross profit
|
4,884
|
|
|
4,672
|
|
|
14,836
|
|
|
14,014
|
|
||||
Gross profit % of net revenues
|
30.0
|
%
|
|
30.1
|
%
|
|
30.6
|
%
|
|
29.6
|
%
|
||||
Operating expenses
(2)
|
3,413
|
|
|
3,367
|
|
|
10,232
|
|
|
9,943
|
|
||||
Operating expense % of net revenues
|
21.0
|
%
|
|
21.7
|
%
|
|
21.1
|
%
|
|
21.0
|
%
|
||||
Operating profit
|
1,471
|
|
|
1,305
|
|
|
4,604
|
|
|
4,071
|
|
||||
Operating profit % of net revenues
|
9.0
|
%
|
|
8.4
|
%
|
|
9.5
|
%
|
|
8.6
|
%
|
||||
Retail prescriptions filled (90 Day = 1Rx)
|
180.5
|
|
|
176.5
|
|
|
546.3
|
|
|
532.4
|
|
||||
Retail prescriptions filled (90 Day = 3 Rx)
(1)
|
220.6
|
|
|
209.8
|
|
|
662.4
|
|
|
628.3
|
|
||||
Net revenue increase:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total
|
5.0
|
%
|
|
5.5
|
%
|
|
2.3
|
%
|
|
7.4
|
%
|
||||
Pharmacy
|
7.1
|
%
|
|
6.3
|
%
|
|
2.7
|
%
|
|
8.6
|
%
|
||||
Front store
|
0.4
|
%
|
|
3.7
|
%
|
|
1.5
|
%
|
|
4.9
|
%
|
||||
Total prescription volume (90 Day = 1 Rx)
|
2.3
|
%
|
|
9.6
|
%
|
|
2.6
|
%
|
|
8.9
|
%
|
||||
Total prescription volume (90 Day = 3 Rx)
(1)
|
5.2
|
%
|
|
11.8
|
%
|
|
5.4
|
%
|
|
11.0
|
%
|
||||
Same store increase (decrease):
|
|
|
|
|
|
|
|
|
|
|
|||||
Total sales
|
3.6
|
%
|
|
4.3
|
%
|
|
0.9
|
%
|
|
6.1
|
%
|
||||
Pharmacy sales
|
5.7
|
%
|
|
5.3
|
%
|
|
1.3
|
%
|
|
7.4
|
%
|
||||
Front store sales
|
(1.0
|
)%
|
|
2.2
|
%
|
|
—
|
%
|
|
3.2
|
%
|
||||
Prescription volume (90 Day = 1 Rx)
|
1.4
|
%
|
|
8.7
|
%
|
|
1.7
|
%
|
|
7.8
|
%
|
||||
Prescription volume (90 Day = 3 Rx)
(1)
|
4.5
|
%
|
|
11.1
|
%
|
|
4.8
|
%
|
|
10.0
|
%
|
||||
Generic dispensing rate
|
81.5
|
%
|
|
79.9
|
%
|
|
81.5
|
%
|
|
79.0
|
%
|
||||
Pharmacy % of total revenues
|
70.4
|
%
|
|
69.1
|
%
|
|
69.5
|
%
|
|
69.3
|
%
|
||||
Third party % of pharmacy revenue
|
97.9
|
%
|
|
97.6
|
%
|
|
97.9
|
%
|
|
98.0
|
%
|
(1)
|
Includes the adjustment to convert 90-day prescriptions to the equivalent of three 30-day prescriptions. This adjustment reflects the fact that these prescriptions include approximately three times the amount of product days supplied compared to a normal prescription.
|
(2)
|
Operating expenses for the three and nine months ended September 30, 2013 includes a
$61 million
gain on a legal settlement.
|
•
|
Net revenues from new stores accounted for approximately 100 and 110 basis points of the increase in our total net revenues for the three and nine months ended September 30, 2013, respectively.
|
•
|
Front store same store sales decreased by 1.0% for the three month period ended September 30, 2013, and were flat for the nine month period ended September 30, 2013, compared to the prior year periods. The decrease in front store same store sales for the three month period is primarily due to a decrease in customer traffic during the quarter, partially offset by an increase in basket size.
|
•
|
Pharmacy same store sales increased 5.7% and 1.3% for the three and nine month periods ended September 30, 2013, respectively, as compared to the prior year periods. The increase in pharmacy same store sales for the three and nine months ended September 30, 2013, was primarily due to the increase in same store script growth of 1.4% and 1.7% (4.5% and 4.8% on a 30-day equivalent basis), respectively, partially offset by the impact of increased generic sales. The generic dispensing rate grew to 81.5% for the three and nine months ended September 30, 2013 compared to 79.9% and 79.0%, respectively, in the prior year. There was one additional Monday and one fewer Sunday in comparison to the same three month period in 2012. The day shift in 2013 positively impacted pharmacy same store sales by approximately 90 basis points for the three month period ended September 30, 2013.
|
•
|
Pharmacy revenues continue to be negatively impacted by the conversion of brand name drugs to equivalent generic drugs, which typically have a lower selling price, as well as certain generic drugs entering the break-open period. Pharmacy same store sales were negatively impacted by approximately 320 and 640 basis points for the three and nine month periods ended September 30, 2013, respectively, due to recent generic introductions. In addition, our pharmacy revenue growth has also been affected by the lack of significant new brand name drug introductions and higher consumer co-payments and co-insurance arrangements.
|
•
|
Pharmacy revenue growth continued to benefit from the Medicare Part D prescription drug program, our ability to attract and retain managed care customers and favorable industry trends. These trends include an aging American population; many “baby boomers” are now in their fifties and sixties and are consuming a greater number of prescription drugs. In addition, the increased use of pharmaceuticals as the first line of defense for individual health care also contributed to the growing demand for pharmacy services. We believe these favorable industry trends will continue.
|
•
|
During the three and nine months ended September 30, 2013, our front store gross profit as a percentage of net revenues increased compared to the same periods in the prior year. The increase for the three months ended September 30, 2013, is primarily related to a shift in product sales to health and beauty products, which have higher margins, as well as store brand growth. The increase for the nine months ended September 30, 2013, primarily related to a strong flu season and a shift in product sales to health and beauty products.
|
•
|
Front store revenues as a percentage of total revenues for the three months ended September 30, 2013 was 29.6%, compared to 30.9% in the prior year period. Front store revenues as a percentage of total revenues for the nine months ended September 30, 2013 was 30.5%, compared to 30.7% in the prior year period. On average, our gross profit on front store revenues is higher than our average gross profit on pharmacy revenues. Pharmacy revenues as a percentage of total revenues increased approximately 135 basis points in the three months ended September 30, 2013, and increased approximately 25 basis points in the nine months ended September 30, 2013, compared to the prior year periods.
|
•
|
Sales to customers covered by third party insurance programs are a significant component of our retail pharmacy business. On average, our gross profit rate on third party pharmacy revenues is lower than our gross profit on cash pharmacy revenues. Third party revenues were 97.9% in the three and nine months ended September 30, 2013, compared to 97.6% and 98.0% in the three and nine months ended September 30, 2012.
|
•
|
Our pharmacy gross profit rates have been adversely affected by the efforts of managed care organizations, pharmacy benefit managers and governmental and other third-party payors to reduce their prescription drug costs. We expect this trend to continue and, therefore, revenue and gross profit dollars could be adversely impacted.
|
•
|
The increased use of generic drugs has positively impacted our gross profit but in recent years has resulted in third party payors augmenting their efforts to reduce reimbursement payments to retail pharmacies for prescriptions. This trend, which we expect to continue, reduces the benefit we realize from brand to generic product conversions.
|
•
|
Risks relating to the health of the economy in general and in the markets we serve, which could impact consumer purchasing power, preferences and/or spending patterns, drug utilization trends, the financial health of our PBM clients or other payors doing business with the Company and our ability to secure necessary financing, suitable store locations and sale-leaseback transactions on acceptable terms.
|
•
|
Efforts to reduce reimbursement levels and alter health care financing practices, including pressure to reduce reimbursement levels for generic drugs.
|
•
|
The possibility of PBM client loss and/or the failure to win new PBM business, including as a result of failure to win renewal of expiring contracts, contract termination rights that may permit clients to terminate a contract prior to expiration and early or periodic renegotiation of pricing by clients prior to expiration of a contract.
|
•
|
The possibility of loss of Medicare Part D business and/or failure to obtain new Medicare Part D business, whether as a result of the annual Medicare Part D competitive bidding process or otherwise.
|
•
|
Risks related to the frequency and rate of the introduction of generic drugs and brand name prescription products.
|
•
|
Risks of declining gross margins in the PBM industry attributable to increased competitive pressures, increased client demand for lower prices, enhanced service offerings and/or higher service levels and market dynamics and regulatory changes that impact our ability to offer plan sponsors pricing that includes the use of retail “differential” or “spread.”
|
•
|
Regulatory changes, business changes and compliance requirements and restrictions that may be imposed by CMS, OIG or other government agencies relating to CVS Caremark’s participation in Medicare, Medicaid and other federal and state government-funded programs, including sanctions and remedial actions that may be imposed by CMS on its Medicare Part D business;
|
•
|
Risks and uncertainties related to the timing and scope of reimbursement from Medicare, Medicaid and other government-funded programs, including the impact of sequestration, the impact of other federal budget, debt and deficit negotiations and legislation that could delay or reduce reimbursement for such programs and the impact of any closure, suspension or other changes affecting federal or state government funding or operations;
|
•
|
Possible changes in industry pricing benchmarks used to establish pricing in many of our PBM client contracts, pharmaceutical purchasing arrangements, retail network contracts, specialty payor agreements and other third party payor contracts.
|
•
|
An extremely competitive business environment, including the uncertain impact of increased consolidation in the PBM industry, uncertainty concerning the ability of our retail pharmacy business to secure and maintain contractual relationships with PBMs and other payors on acceptable terms, and uncertainty concerning the ability of our PBM business to secure and maintain competitive access, pricing and other contract terms from retail network pharmacies in an environment where some PBM clients are willing to consider adopting narrow or more restricted retail pharmacy networks.
|
•
|
Uncertainty relating to the effect on our net revenues, gross profit, marketing and other operating expenses and cash flows over time if we are unable to retain the business we have gained as a result of the Express Scripts and Walgreens contractual impasse to the extent anticipated.
|
•
|
Risks relating to our ability to secure timely and sufficient access to the products we sell from our domestic and/or international suppliers.
|
•
|
Reform of the U.S. health care system, including ongoing implementation of the Patient Protection and Affordable Care Act, continuing legislative efforts, regulatory changes and judicial interpretations impacting our health care system and the possibility of shifting political and legislative priorities related to reform of the health care system in the future.
|
•
|
Risks relating to our failure to properly maintain our information technology systems, our information security systems and our infrastructure to support our business and to protect the privacy and security of sensitive customer and business information.
|
•
|
Risks related to compliance with a broad and complex regulatory framework, including compliance with new and existing federal, state and local laws and regulations relating to health care, accounting standards, corporate securities, tax, environmental and other laws and regulations affecting our business.
|
•
|
Risks related to litigation, government investigations and other legal proceedings as they relate to our business, the pharmacy services, retail pharmacy or retail clinic industries or to the health care industry generally.
|
•
|
Other risks and uncertainties detailed from time to time in our filings with the SEC.
|
Part II
|
|
Item 1
|
Part II
|
|
Item 2
|
Fiscal Period
|
Total Number
of Shares
Purchased
|
|
Average
Price Paid
per Share
|
|
Total Number of
Shares
Purchased as Part of
Publicly Announced
Plans or Programs
|
|
Approximate Dollar
Value of Shares that
May Yet Be
Purchased Under the
Plans or Programs
|
||||||
July 1, 2013 through July 31, 2013
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
3,921,114,509
|
|
August 1, 2013 through August 31, 2013
|
11,773,386
|
|
|
$
|
58.82
|
|
|
11,773,386
|
|
|
$
|
3,228,546,869
|
|
September 1, 2013 through September 30, 2013
|
14,061,790
|
|
|
$
|
59.12
|
|
|
14,061,790
|
|
|
$
|
2,397,249,904
|
|
Totals
|
25,835,176
|
|
|
|
|
|
25,835,176
|
|
|
|
|
Part II
|
|
Item 6
|
3.1*
|
Amended and Restated Certificate of Incorporation of the Registrant [incorporated by reference to Exhibit 3.1 of CVS Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (Commission File No. 001-01011)].
|
3.1A*
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation, effective May 13, 1998 [incorporated by reference to Exhibit 4.1A to Registrant’s Registration Statement No. 333-52055 on Form S-3/A dated May 18, 1998 (Commission File No. 001-01001)].
|
3.1B*
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation [incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K dated March 22, 2007 (Commission File No. 001-01011)].
|
3.1C*
|
Certificate of Merger dated May 9, 2007 [incorporated by reference to Exhibit 3.1C to Registrant’s Quarterly Report on Form 10-Q dated November 1, 2007 (Commission File No. 001-01011)].
|
3.1D*
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation [incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated May 13, 2010 (Commission File No. 001-01011)].
|
3.1E*
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation [incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated May 10, 2012 (Commission File No. 001-01011)].
|
3.1F*
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation [incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K dated May 13, 2013 (Commission File No. 001-01011)].
|
3.2*
|
By-laws of the Registrant, as amended and restated [incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K dated May 10, 2012 (Commission File No. 001-01011)].
|
15.1
|
Letter re: Unaudited Interim Financial Information.
|
31.1
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101
|
The following materials from the CVS Caremark Corporation Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2013 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows and (v) related Footnotes to the Condensed Consolidated Financial Statements.
|
CVS Caremark Corporation
|
|
(Registrant)
|
|
|
|
/s/ David M. Denton
|
|
|
|
David M. Denton
|
|
Executive Vice President and
|
|
Chief Financial Officer
|
|
November 5, 2013
|
|
|
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
No Customers Found
Suppliers
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|