2024 Annual Report
Simply
better
health.
1
CVS Health
Dear fellow stockholders:
We help 185 million Americans live their healthiest
lives possible. It is a privilege to lead CVS Health®, and
more importantly, to work with our more than 300,000
colleagues to deliver simply better health.
Our job has never been more important: improve the
well-being of individuals across the country by
making health care more accessible, simple and
affordable. Our unmatched combination of businesses
and extensive consumer reach uniquely position
CVS Health to help define the future of health care.
I am honored to have been appointed president and
chief executive officer in October 2024. In many roles
throughout my 39 years in our industry, I’ve had none
more meaningful than the one I have now, supporting
our colleagues as they work to improve the health of
millions of people.
The health care industry is challenging and complex,
but our commitment to care never wavers. From
ensuring a child had access to their anti-seizure
medication during a hurricane, to supporting a
member through a complex transplant surgery so they
could attend their son’s wedding… we are there for the
moments that matter most. Each of our businesses
plays a critical role in achieving our mission and
supporting the health of Americans. Every day, we are
working hard to become America’s leading and most
trusted health care company.
In 2024, we generated $372.8 billion in revenue and
delivered GAAP diluted earnings per share of $3.66
with adjusted earnings per share of $5.42.* Despite
the challenges last year, particularly in our Aetna®
business, we advanced our strategy and achieved
significant milestones.
Health Care Benefits
We took decisive actions to address the long-term
sustainability of our Aetna business, including product
design updates that support a strong, multi-year
recovery, while offering members the benefits that
matter most. We appointed new leadership at Aetna,
including a new president, chief operating officer and
chief financial officer, and strengthened business
processes to drive improved financial performance,
while increasing transparency and accountability.
Our Medicare Advantage Stars capabilities represent
a strength of the Aetna business. In 2024, Aetna
achieved exceptional Star Ratings with 88 percent
of our Medicare Advantage members in plans rated at
least 4 Stars, and more than two-thirds of members
in plans rated at least 4.5 Stars. In addition, our
commitment to outstanding service resulted in our
highest-ever member experience score since the U.S.
Centers for Medicare & Medicaid Services launched
the Quality Bonus Stars Program in 2012.
Pharmacy & Consumer Wellness
CVS Pharmacy® is America’s leading pharmacy.
Our focus on consumer engagement, colleague
experience and operational excellence enabled
us to achieve a record retail pharmacy script share
in 2024. We also continue to lead the shift to a
more sustainable and transparent pharmacy market
with the implementation of CVS CostVantage™.
We converted all commercial prescriptions dispensed
through CVS Pharmacy to this innovative economic
model as of January 1, 2025. CVS CostVantage
brings clarity and simplicity to retail pharmacy
—
the most durable and frequent interaction in the
health care journey
—
and ensures our pharmacies
are appropriately compensated for the valuable
clinical services they provide.
This Annual Report contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Please see the “Cautionary Statement
Concerning Forward-Looking Statements” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Form 10-K”), included
as part of this Annual Report, for a discussion on forward-looking statements.
Note * Adjusted earnings per share is a non-GAAP measure. A reconciliation of GAAP diluted EPS to Adjusted EPS is provided under the heading “Reconciliation” in the
back pages of this Annual Report.
2024 Annual Report
2
Health Services
Our Health Services segment consists of three
key businesses: CVS Caremark®, Cordavis™ and
Health Care Delivery. CVS Caremark drives
affordability of prescription drugs. Pharmacy Benefit
Managers (PBMs) are the only part of the drug
supply chain whose role is to lower drug costs.
In fact, CVS Caremark members have an average
out-of-pocket cost of less than $8 for a 30-day
prescription. Economists have estimated that PBMs
generate net value of over $100 billion per year
for the U.S. health care system. Clients who fully
transition to our new CVS Caremark TrueCost™
model
ensure members see lower costs at the
pharmacy counter, including the full pass-through
of the rebates we generate from our negotiations
with drug manufacturers. In 2025, we saw additional
momentum as clients representing more than
75 percent of CVS Caremark commercial lives
chose to implement two or more elements of the
CVS Caremark TrueCost model.
We continue to transform the biosimilar market and
improve access and affordability of costly specialty
medications. By establishing co-manufacturing
capacity through Cordavis and collaborating with
CVS Caremark and CVS Specialty® pharmacy, we
successfully converted over 90 percent of eligible
HUMIRA® patients to a low-cost biosimilar, delivering
almost $1 billion of net savings for our clients. These
savings demonstrate the power and potential of
our integrated assets.
Our Health Care Delivery businesses achieved another
year of solid growth in 2024, supported by integration
points across CVS Health®. Signify Health® had a record
year of In-Home Health Evaluations, including nearly
doubling the number of Aetna® members served.
We continue to accelerate patient growth at
Oak Street Health®, increasing the number of
individuals enrolled in this best-in-class care model,
including the number of Aetna members. We are
also bringing together existing Oak Street Health
and Signify Health care delivery capabilities for use
more broadly across CVS Health to improve quality
of care and better manage costs.
Our impact and value
Beyond our business, we take seriously our
responsibility to make a positive impact on the
people and communities we serve. Our
Healthy 2030
approach outlines how we are paving the way for
sustainability and working toward best practices in
corporate responsibility.
I believe in our mission and strategy because I believe
in my colleagues. We take on the biggest challenges
in health care because we know we can solve them
in ways no one else can. We do our best work when
people need us the most, and we show up every day to
create a better health care experience.
I want to say thank you to our stockholders for your
continued confidence in CVS Health, and I thank
my colleagues for giving you every reason to believe
in our future.
J. David Joyner
President and Chief Executive Officer
April 4, 2025
CVS Health
3
©2025 CVS Health® and/or one of its affiliates. All data is for calendar year 2024 or as of December 31, 2024, unless otherwise noted.
Health Care Benefits
The Health Care Benefits segment offers a broad range of traditional, voluntary and
consumer-directed health insurance products and related services, including medical,
pharmacy, dental and behavioral health plans, medical management capabilities,
Medicare Advantage and Medicare Supplement plans, Medicare Part D prescription
drug plans and Medicaid health care management services.
36
million+
people served
27
million
+
medical members
Highest-ever
Medicare Advantage
member experience
for Aetna® since the
Quality Bonus Stars
program launched
~600,000
new members in North Carolina’s
public employee benefit program
welcomed in January of 2025
88%
of Aetna Medicare Advantage
members in 2025 plans rated
4+ Stars
Pharmacy & Consumer Wellness
The Pharmacy & Consumer Wellness segment dispenses prescriptions in its retail
pharmacies and through its infusion operations, provides ancillary pharmacy services
including pharmacy patient care programs, diagnostic testing and vaccination
administration, and sells a wide assortment of health and wellness products and general
merchandise. The segment also provides pharmacy services to long-term care
facilities and pharmacy fulfillment services to support the Health Services segment’s
specialty and mail-order pharmacy offerings.
85%
of the U.S. population
lives within 10 miles of a
CVS Pharmacy® location
1.7
billion
scripts filled
9,000+
local touchpoints
27%+
market share for retail
pharmacy prescriptions
100%
of commercial scripts
dispensed through
CVS Pharmacy are
contracted through
CVS CostVantage™
beginning in 2025
2024 Annual Report
4
©2025 CVS Health® and/or one of its affiliates. All data is for calendar year 2024 or as of December 31, 2024, unless otherwise noted.
Health Services
The Health Services segment provides a full range of Pharmacy Benefit Management (PBM) solutions, delivers
health care services in its medical clinics, virtually and in the home, and offers provider enablement solutions.
CVS Caremark
TrueCost™
1st
of-its-kind pricing
model for the industry
>75%
of CVS Caremark®
commercial members
have 2+ elements of
the CVS Caremark
TrueCost model in
their pharmacy benefit
in 2025
Comprehensive weight
management and GLP-1
solutions help minimize
cost and maximize results
up to
26%
lower client spend
Comparing pilot client to a comparable
client peer group in Q3 2024.
13x
more total weight loss
for members previously
struggling to lose weight
on medication alone
Reflects relative increase in total weight
loss from weight management medication
started before and after enrollment in
CVS Weight Management™.
High-90s
CVS Caremark
client retention rate
Only company to
drive meaningful
biosimilar adoption
$0
out-of-pocket
costs for eligible
members
Health Care Delivery:
35%
growth in
Oak Street Health
®
at-risk members
44%
reduction in
hospital
admissions
through Oak Street Health
compared to Medicare
benchmarks
Based on hospital admission rates
for Oak Street Health, per thousand
patients of 171 as of September 30, 2024,
compared to the Medicare benchmark
of 303.
3
million
+
Signify Health®
In-Home Health
Evaluations
CVS Health
5
©2025 CVS Health and/or one of its affiliates. All data is for calendar year 2024 or as of December 31, 2024, unless otherwise noted.
CVS Health integrated value
We are creating new sources of value through our integrated care model, which allows
us to expand into personalized, technology driven care delivery and health services,
increasing access to quality care, delivering better health outcomes and lowering overall
health care costs.
185
million
people served across
CVS Health® businesses
57
million
consumers access
two or more
CVS Health offerings
14
million
+
monthly active users of
the newly redesigned
CVS Health app
12%
increase in Aetna®
members covered by
CVS Caremark®
Through Cordavis™, CVS Caremark and CVS Specialty®,
our biosimilar strategy contributed to:
90%+
of eligible HUMIRA®
patients converted to
a biosimilar
~
$
1
billion
of net savings
generated for our
clients since the
April 1, 2024
formulary change
Expanded access to leading clinical assets in 2024
~4x
increase in Aetna
members enrolled at
Oak Street Health® since
close of the acquisition
~2x
increase in Aetna
members served by
Signify Health®
Healthy 2030
Our
Healthy 2030
impact strategy outlines how we are creating a more equitable health care system and sustainable
future. It reinforces our company’s strategy and is embedded in our purpose-driven culture. Visit
CVSHealth.com/impact
to learn how we’re making a meaningful, measurable impact within each of the pillars outlined below.
Healthy People
99%
of new patients visit
with a licensed mental
health therapist
through MinuteClinic®
within 7 days
Healthy Business
700+
CVS Pharmacy interns
have received over
$11 million through the
enhanced PharmD
tuition assistance
program to date
Healthy Community
$
239
million+
in community
support through the
CVS Health Foundation®,
corporate grants,
in-kind donations
and other initiatives
Healthy Planet
100,000+
megawatt-hours
of renewable
energy utilized
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
🗹
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___
to___
Commission file number: 001-01011
CVS HEALTH CORPORATION
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
Delaware
(I.R.S. Employer Identification No.)
05-0494040
(Address of principal executive offices)
One CVS Drive, Woonsocket, Rhode Island
(Zip Code)
02895
Registrant's telephone number, including area code:
(401) 765-1500
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, par value $0.01 per share
Trading Symbol(s)
CVS
Name of each exchange on which registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☒
Yes
☐
No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
☐
Yes
☒
No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒
Yes
☐
No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit such files).
☒
Yes
☐
No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Non-accelerated filer
☐
Accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public
accounting firm that prepared or issued its audit report.
☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements
☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b).
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
☐
Yes
☒
No
The aggregate market value of the registrant's common stock held by non-affiliates was approximately $74,072,103,405 as of June 30, 2024, based
on the closing price of the common stock on the New York Stock Exchange. For purposes of this calculation, only executive officers and directors
are deemed to be affiliates of the registrant.
As of February 5, 2025, the registrant had 1,260,795,063 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The following materials are incorporated by reference into this Form 10-K:
Information contained in the definitive proxy statement for CVS Health Corporation's 2025 Annual Meeting of Stockholders, to be filed with
the Securities and Exchange Commission within 120 days after the end of the fiscal year ended December 31, 2024 (the "Proxy Statement"),
is incorporated by reference in Parts III and IV to the extent described therein.
TABLE OF CONTENTS
Page
Part I
Item 1:
Business
2
Item 1A:
Risk Factors
35
Item 1B:
Unresolved Staff Comments
63
Item 1C:
Cybersecurity
63
Item 2:
Properties
64
Item 3:
Legal Proceedings
65
Item 4:
Mine Safety Disclosures
65
Information about our Executive Officers
66
Part II
Item 5:
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
67
Item 6:
Reserved
69
Item 7:
Management’s Discussion and Analysis of Financial Condition and Results of Operations
70
Item 7A:
Quantitative and Qualitative Disclosures About Market Risk
100
Item 8:
Financial Statements and Supplementary Data
103
Item 9:
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Controls
192
Item 9A:
and Procedures
192
Item 9B:
Other Information
192
Item 9C:
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
193
Part III
Item 10:
Directors, Executive Officers and Corporate Governance
193
Item 11:
Executive Compensation
193
Item 12:
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
193
Item 13:
Certain Relationships and Related Transactions, and Director Independence
194
Item 14:
Principal Accountant Fees and Services
194
Part IV
Item 15:
Exhibits and Financial Statement Schedules
195
Item 16:
Form 10-K Summary
200
Signatures
201
Unless the context otherwise requires, references to the terms "we," "our" or "us" used throughout this Annual Report on Form
10-K (this "10-K") refer to CVS Health Corporation (a Delaware corporation), together with its subsidiaries (collectively,
"CVS Health" or the "Company"). References to competitors and other companies throughout this 10-K, including the
information incorporated herein by reference, are for illustrative or comparison purposes only and are not identifying that these
companies are the only competitors or closest competitors of the Company or any of the Company's businesses, products, or
services.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 (the "Reform Act") provides a "safe harbor" for forward-looking
statements, so long as (1) those statements are identified as forward-looking, and (2) the statements are accompanied by
meaningful cautionary statements that identify important factors that could cause actual results to differ materially from those
discussed in the statement. We want to take advantage of these safe harbor provisions.
Certain information contained in this 10-K is forward-looking within the meaning of the Reform Act or Securities and
Exchange Commission ("SEC") rules. This information includes, but is not limited to: "Outlook for 2025" of Management's
Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") included in Item 7, "Quantitative and
Qualitative Disclosures About Market Risk" included in Item 7A, "Government Regulation" included in Item 1, and "Risk
Factors" included in Item 1A. In addition, throughout this 10-K and our other reports and communications, we use the
following words or variations or negatives of these words and similar expressions when we intend to identify forward-looking
statements:
• Anticipates
• Estimates
• Guidance
• Outlook
• Projects
• Believes
• Evaluate
• Intends
• Plans
• Seeks
• Can
• Expects
• Likely
• Potential
• Should
• Continue
• Explore
• May
• Predict
• View
• Could
• Forecast
• Might
• Probable
• Will
All statements addressing the future operating performance of CVS Health or any segment or any subsidiary and/or future
events or developments, including, but not limited to, statements relating to the Company's investment portfolio, operating
results, cash flows and/or financial condition, statements relating to corporate strategy, statements relating to future revenue,
operating income or adjusted operating income, earnings per share or adjusted earnings per share, Health Care Benefits
segment business, sales results and/or trends, medical cost trends, medical membership, Medicare Part D membership, medical
benefit ratios and/or operations, Health Services segment business, sales results and/or trends and/or operations, Pharmacy &
Consumer Wellness segment business, sales results and/or trends and/or operations, incremental investment spending, interest
expense, effective tax rate, weighted-average share count, cash flow from operations, net capital expenditures, cash available
for debt repayment, statements related to possible, proposed, pending or completed acquisitions, joint ventures, investments or
combinations that involve, among other things, the timing or likelihood of receipt of regulatory approvals, the timing of
completion, integration synergies, net synergies and integration risks and other costs, enterprise modernization,
transformation, leverage ratio, cash available for enhancing shareholder value, inventory reduction, turn rate and/or loss rate,
debt ratings and actions taken by ratings agencies, the Company's ability to attract or retain customers and clients, store
development and/or relocations, new product development, and the impact of industry and regulatory developments, as well as
statements expressing optimism or pessimism about future operating results or events, are forward-looking statements within
the meaning of the Reform Act.
Forward-looking statements rely on a number of estimates, assumptions and projections concerning future events, and are
subject to a number of significant risks and uncertainties and other factors that could cause actual results to differ materially
from those statements. Many of these risks and uncertainties and other factors are outside our control.
Certain additional risks and uncertainties and other factors are described under "Risk Factors" included in Item 1A of this 10-
K; these are not the only risks and uncertainties we face. There can be no assurance that the Company has identified all the
risks that may affect it. Additional risks and uncertainties not presently known to the Company or that the Company currently
believes to be immaterial also may adversely affect the Company's businesses. If any of those risks or uncertainties develops
into actual events, those events or circumstances could have a material adverse effect on the Company's businesses, operating
results, cash flows, financial condition and/or stock price, among other effects.
You should not put undue reliance on forward-looking statements. Any forward-looking statement speaks only as of the date of
this 10-K, and we disclaim any intention or obligation to update or revise forward-looking statements, whether as a result of
new information, future events, uncertainties or otherwise.
1
PART I
Item 1. Business.
Overview
CVS Health Corporation, together with its subsidiaries (collectively, "CVS Health," the "Company," "we," "our" or "us"), is a
leading health solutions company building a world of health around every consumer it serves and connecting care so that it
works for people wherever they are. As of December 31, 2024, we had more than 9,000 retail locations, more than 1,000 walk-
in and primary care medical clinics, a leading pharmacy benefits manager with approximately 90 million plan members and
expanding specialty pharmacy solutions, and a dedicated senior pharmacy care business serving more than 800,000 patients per
year. We serve an estimated more than 36 million people through traditional, voluntary and consumer-directed health insurance
products and related services, including expanding Medicare Advantage offerings and a leading standalone Medicare Part D
prescription drug plan ("PDP"). We are creating new sources of value through our integrated model allowing us to expand into
personalized, technology driven care delivery and health services, increasing access to quality care, delivering better health
outcomes and lowering overall health care costs.
The Company has four reportable segments: Health Care Benefits, Health Services, Pharmacy & Consumer Wellness and
Corporate/Other.
Business Strategy
We are building a world of health around every consumer we serve, seeking to make it easier and more affordable to live a
healthier life. This means delivering solutions that are more personalized, simpler to use and increasingly digital so consumers
can receive care when, where and how they desire. We address holistic health _ physical, emotional, social and economic _ and
we are creating new sources of value through our integrated care model which allows us to expand into personalized,
technology driven care delivery and health services, increasing access to quality care, delivering better health outcomes and
lowering overall health care costs. We believe our consumer-centric strategy will drive sustainable long-term growth and
deliver value for all stakeholders.
Health Care Benefits Segment
The Health Care Benefits segment operates as one of the nation's leading diversified health care benefits providers, serving an
estimated more than 36 million people as of December 31, 2024. The Health Care Benefits segment has the information and
resources to help members, in consultation with their health care professionals, make more informed decisions about their
health care. The Health Care Benefits segment offers a broad range of traditional, voluntary and consumer-directed health
insurance products and related services, including medical, pharmacy, dental and behavioral health plans, medical management
capabilities, Medicare Advantage and Medicare Supplement plans, PDPs and Medicaid health care management services. The
Health Care Benefits segment's primary customers, its members, primarily access the segment's products and services through
employer groups, government-sponsored plans or individually. The Health Care Benefits segment also serves customers who
purchase products and services that are ancillary to its health insurance products.
Health Care Benefits Products and Services
The Company refers to insurance products (where it assumes all or a majority of the risk for medical and dental care costs) as
"Insured" and administrative services contract products (where the plan sponsor assumes all or a majority of the risk of medical
and dental care costs) as "ASC." Health Care Benefits segment products and services consist of the following:
•
Commercial Medical
: The Health Care Benefits segment offers point-of-service ("POS"), preferred provider organization
("PPO"), health maintenance organization ("HMO") and indemnity benefit ("Indemnity") plans. Commercial medical
products also include health savings accounts ("HSAs") and consumer-directed health plans that combine traditional POS
or PPO and/or dental coverage, subject to a deductible, with an accumulating benefit account (which may be funded by the
plan sponsor and/or the member in the case of HSAs). Principal products and services are targeted specifically to large
multi-site national, mid-sized and small employers, individual insureds and expatriates. The Company offers medical stop
loss insurance coverage for certain employers who elect to self-insure their health benefits. Under medical stop loss
insurance products, the Company assumes risk for costs associated with large individual claims and/or aggregate loss
experience within an employer's plan above a pre-set annual threshold. The segment also has a portfolio of additional
health products and services that complement its medical products such as dental plans, behavioral health and employee
2
assistance products, provider network access and vision products. The Company sold Insured plans directly to individual
consumers through the individual public health insurance exchanges ("Public Exchanges") in 17 states as of December 31,
2024.
•
Government Medical
: In select geographies, the Health Care Benefits segment offers Medicare Advantage plans, Medicare
Supplement plans and prescription drug coverage for Medicare beneficiaries; participates in Medicaid and subsidized
Children's Health Insurance Programs ("CHIP"); and participates in demonstration projects for members who are eligible
for both Medicare and Medicaid ("Duals"). These Government Medical products are further described below:
•
Medicare Advantage:
Through annual contracts with the U.S. Centers for Medicare & Medicaid Services
("CMS"), the Company offers HMO and PPO products for eligible individuals in certain geographic areas through
the Medicare Advantage program. Members typically receive enhanced benefits over traditional fee-for-service
Medicare coverage ("Original Medicare"), including reduced cost-sharing for preventive care, vision and other
services. The Company offered network-based HMO and/or PPO plans in 46 states and Washington, D.C. in
2024. For certain qualifying employer groups, the Company offers Medicare PPO products nationally. When
combined with the Company's PDP product, these national PPO plans form an integrated national Insured
Medicare product for employers that provides medical and pharmacy benefits.
•
Medicare PDP:
The Company is a national provider of drug benefits under the Medicare Part D prescription drug
program. All Medicare eligible individuals are eligible to participate in this voluntary prescription drug plan.
Members typically receive coverage for certain prescription drugs, usually subject to a deductible, co-insurance
and/or co-payment. The Company offered PDP plans in all 50 states and Washington, D.C. in 2024.
•
Medicare Supplement:
For certain Medicare eligible members, the Company offers supplemental coverage for
certain health care costs not covered by Original Medicare. The products included in the Medicare Supplement
portfolio help to cover some of the gaps in Original Medicare, and include coverage for Medicare deductibles and
coinsurance amounts. The Company offered a wide selection of Medicare Supplement products in 49 states and
Washington, D.C. in 2024.
•
Medicaid and CHIP:
The Company offers health care management services to individuals eligible for Medicaid
and CHIP under multi-year contracts with government agencies in various states that are subject to annual
appropriations. CHIP are state-subsidized insurance programs that provide benefits for families with uninsured
children. The Company offered these services on an Insured or ASC basis in 16 states in 2024.
•
Duals:
The Company provides health coverage to beneficiaries who are dually eligible for both Medicare and
Medicaid coverage. These members must meet certain income and resource requirements in order to qualify for
this coverage. The Company coordinates 100% of the care for these members and may provide them with
additional services in order to manage their health care costs.
The Company also has a portfolio of transformative products and services aimed at creating a holistic and integrated approach
to individual health and wellness. These products and services complement the Commercial Medical and Government Medical
products and aim to provide innovative solutions, create integrated experience offerings and enable enhanced care delivery to
customers.
Health Care Benefits Provider Networks
The Company contracts with physicians, hospitals and other providers for services they provide to the Company's members.
The Company uses a variety of techniques designed to help encourage appropriate utilization of medical services ("utilization")
and maintain affordability of quality coverage. In addition to contracts with providers for negotiated rates of reimbursement,
these techniques include creating risk sharing arrangements that align economic incentives with providers, the development and
implementation of guidelines for the appropriate utilization and the provision of data to providers to enable them to improve
health care quality. At December 31, 2024, the Company's underlying nationwide provider network had approximately 1.9
million participating providers. Other providers in the Company's provider networks also include laboratory, imaging, urgent
care and other freestanding health facilities.
Health Care Benefits Quality Assessment
CMS uses a 5-star rating system to monitor Medicare health care and drug plans and ensure that they meet CMS's quality
standards. CMS uses this rating system to provide Medicare beneficiaries with a tool that they can use to compare the overall
quality of care and level of customer service of companies that provide Medicare health care and drug plans. The rating system
considers a variety of measures adopted by CMS, including quality of preventative services, chronic illness management and
overall customer satisfaction. See "Health Care Benefits Pricing" below in this Item 1 for further discussion of star ratings. The
3
Company seeks Health Plan accreditation for Aetna Inc. ("Aetna") HMO plans from the National Committee for Quality
Assurance ("NCQA"), a private, not-for-profit organization that evaluates, accredits and certifies a wide range of health care
organizations. Health care plans seeking accreditation must pass a rigorous, comprehensive review and must annually report on
their performance.
Aetna Life Insurance Company ("ALIC"), a wholly-owned subsidiary of the Company, has received nationwide NCQA PPO
Health Plan accreditation. As of December 31, 2024, all of the Company's Commercial HMO and all of ALIC's PPO members
who were eligible participated in HMOs or PPOs that are accredited by the NCQA.
The Company's provider selection and credentialing/re-credentialing policies and procedures are consistent with NCQA and
URAC, a health care accrediting organization that establishes quality standards for the health care industry, as well as state and
federal, requirements. In addition, the Company is certified under the NCQA Credentials Verification Organization ("CVO")
certification program for all certification options and has URAC CVO accreditation.
Quality assessment programs for contracted providers who participate in the Company's networks begin with the initial review
of health care practitioners. Practitioners' licenses and education are verified, and their work history is collected by the
Company or in some cases by the practitioner's affiliated group or organization. The Company generally requires participating
hospitals to be certified by CMS or accredited by The Joint Commission, the American Osteopathic Association, or Det Norske
Veritas Healthcare.
The Company also offers quality and outcome measurement programs, quality improvement programs and health care data
analysis systems to providers and purchasers of health care services.
Health Care Benefits Information Systems
The Health Care Benefits segment currently operates and supports an end-to-end suite of information technology platforms to
support member engagement, enrollment, health benefit administration, care management, service operations, financial
reporting and analytics. Platforms are supported by an integration layer to facilitate the transfer of real-time data. There is
continued focus and investment in enterprise data platforms, cloud capabilities, digital products to offer innovative solutions
and a seamless experience to the Company's members through mobile and web channels. The Company is making concerted
investments in emerging technology capabilities such as artificial intelligence ("AI") to further automate, augment and improve
its operational capabilities, and to improve the experience for providers, patients, and consumers. The Health Care Benefits
segment is utilizing the full breadth of the Company's assets to build enterprise technology that will help guide our members
through their health care journey, provide them a high level of service, enable healthier outcomes and encourage them to take
next best actions to lead healthier lives.
Health Care Benefits Customers
Medical membership is dispersed throughout the U.S., and the Company also serves medical members in certain countries
outside the U.S. The Company offers a broad range of traditional, voluntary and consumer-directed health insurance products
and related services, many of which are available nationwide. The Company markets its products and services to employer
groups, individuals, college students, part-time and hourly workers, health plans, providers, governmental units, government-
sponsored plans, labor groups and expatriates. For additional information on medical membership, see "Health Care Benefits
Segment" in the Management's Discussion and Analysis of Financial Condition and Results of Operations (the "MD&A")
included in Item 7 of this 10-K.
The Company markets both Commercial Insured and ASC products and services primarily to employers that sponsor the
Company's products for the benefit of their employees and their employees' dependents. Frequently, larger employers offer
employees a choice among coverage options from which the employee makes his or her selection during a designated annual
open enrollment period. Typically, employers pay all of the monthly premiums to the Company and, through payroll
deductions, obtain reimbursement from employees for a percentage of the premiums that is determined by each employer.
Some Health Care Benefits products are sold directly to employees of employer groups on a fully employee-funded basis. In
some cases, the Company bills the covered individual directly. The Company also sells Insured plans directly to individual
consumers in certain geographies through the Public Exchanges.
The Company offers Insured Medicare coverage on an individual basis as well as through employer groups to their retirees.
Medicaid and CHIP members are enrolled on an individual basis. The Company also offers Insured health care coverage to
members who are dually-eligible for both Medicare and Medicaid.
4
Health Care Benefits products are sold through: the Company's sales personnel; independent brokers, agents and consultants
who assist in the production and servicing of business; as well as private health insurance exchanges ("Private Exchanges") and
Public Exchanges (together with Private Exchanges, "Insurance Exchanges"). For large employers or other entities that sponsor
the Company's products ("plan sponsors"), independent consultants and brokers are frequently involved in employer health
plan selection decisions and sales. In some instances, the Company may pay commissions, fees and other amounts to brokers,
agents, consultants and sales representatives who place business with the Company. In certain cases, the customer pays the
broker for services rendered, and the Company may facilitate that arrangement by collecting the funds from the customer and
transmitting them to the broker. The Company supports marketing and sales efforts with an advertising program that may
include television, radio, billboards, print media and social media, supplemented by market research and direct marketing
efforts.
The U.S. federal government is a significant customer of the Health Care Benefits segment through contracts with CMS for
coverage of Medicare-eligible individuals and federal employee-related benefit programs. Other than the contracts with CMS,
the Health Care Benefits segment is not dependent upon a single customer or a few customers the loss of which would have a
significant effect on the earnings of the segment. The loss of business from any one or a few independent brokers or agents
would not have a material adverse effect on the earnings of the Health Care Benefits segment. Health Care Benefits segment
revenues from the federal government accounted for 18% of the Company's consolidated total revenues in 2024, 2023 and
2022. Contracts with CMS for coverage of Medicare-eligible individuals in the Health Care Benefits segment accounted for
approximately 74%, 73% and 74%, respectively, of the Company's consolidated revenues from the federal government in
2024, 2023 and 2022.
Health Care Benefits Pricing
For Commercial Insured plans, contracts containing the pricing and other terms of the relationship are generally established in
advance of the policy period and typically have a duration of one year. Fees under ASC plans are generally fixed for a period
of one year.
Generally, a fixed premium rate is determined at the beginning of the policy period for Commercial Insured plans. The
Company typically cannot recover unanticipated increases in health care and other benefit costs in the current policy period;
however, it may consider prior experience for a product in the aggregate or for a specific customer, among other factors, in
determining premium rates for future policy periods. Where required by state laws, premium rates are filed and approved by
state regulators prior to contract inception. Future operating results could be adversely affected if the premium rates requested
are not approved or are adjusted downward or their approval is delayed by state or federal regulators.
The Company has Medicare Advantage and PDP contracts with CMS to provide HMO, PPO and prescription drug coverage
to Medicare beneficiaries in certain geographic areas. Under these annual contracts, CMS pays the Company a fixed per
member (or "capitation") payment and/or a portion of the premium, both of which are based on membership and adjusted for
demographic and health risk factors. CMS also considers inflation, changes in utilization patterns and average per capita fee-
for-service Medicare costs in the calculation of the fixed capitation payment or premium. PDP contracts also provide a risk-
sharing arrangement with CMS to limit the Company's exposure to unfavorable expenses or benefit from favorable expenses.
Amounts payable to the Company under the Medicare arrangements are subject to annual revision by CMS, and the Company
elects to participate in each Medicare service area or region on an annual basis. Premiums paid to the Company for Medicare
products are subject to federal government reviews and audits, which can result, and have resulted, in retroactive and
prospective premium adjustments and refunds to the government and/or members. In addition to payments received from
CMS, some Medicare Advantage products and all PDP products require a supplemental premium to be paid by the member or
sponsoring employer. In some cases, these supplemental premiums are adjusted based on the member's income and asset
levels. Compared to Commercial Medical products, Medicare contracts generate higher per member per month revenues and
higher health care and other benefit costs.
The Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 (collectively,
the "ACA") ties a portion of each Medicare Advantage plan's reimbursement to the plan's "star ratings." Plans must have a star
rating of 4 or higher (out of 5) to qualify for bonus payments. CMS released the Company's 2025 star ratings in October 2024.
The Company's 2025 star ratings will be used to determine which of the Company's Medicare Advantage plans have ratings of
four stars or higher and qualify for bonus payments in 2026. Based on the Company's membership at December 31, 2024, 88%
of the Company's Medicare Advantage members were in plans with 2025 star ratings of at least 4.0 stars, compared to 91% of
the Company's Medicare Advantage members being in plans with 2024 star ratings of at least 4.0 stars based on the Company's
membership at December 31, 2023.
5
Rates for Medicare Supplement products are regulated at the state level and vary by state and plan.
Under Insured Medicaid contracts, state government agencies pay the Company fixed monthly rates per member that vary by
state, line of business and demographics; and the Company arranges, pays for and manages the health care services provided
to Medicaid beneficiaries. These rates are subject to change by each state, and, in some instances, provide for adjustment for
health risk factors. CMS requires these rates to be actuarially sound. The Company also receives fees from customers where it
provides services under ASC Medicaid contracts. ASC Medicaid contracts generally are for periods of more than one year,
and certain of them contain performance incentives and limited financial risk sharing with respect to certain medical, financial
and operational metrics. Under these arrangements, performance is evaluated annually, with associated financial incentive
opportunities, and financial risk share obligations are typically limited to a percentage of the fees otherwise payable to the
Company. Payments to the Company under Medicaid contracts are subject to the annual appropriation process in the
applicable state.
Under Duals contracts, the rate setting process is generally established by CMS in partnership with the state government
agency participating in the demonstration project. Both CMS and the state government agency may seek premium and other
refunds under certain circumstances, including if the Company fails to comply with CMS regulations or other contractual
requirements.
The Company offers HMO and consumer-directed medical and dental plans to federal employees under the Federal Employees
Health Benefits ("FEHB") Program and the Federal Employees Dental and Vision Insurance Program. Premium rates and fees
for those plans are subject to federal government review and audit, which can result, and have resulted, in retroactive and
prospective premium and fee adjustments and refunds to the government and/or members.
Health Care Benefits Seasonality
The Health Care Benefits segment's quarterly operating income progression is impacted by (i) the seasonality of benefit costs
which generally increase during the year as Insured members progress through their annual deductibles and out-of-pocket
expense limits, (ii) continued changes in product mix between Commercial and Government medical membership and (iii) the
seasonality of operating expenses, which are generally the highest during the fourth quarter due primarily to spending to
support readiness for the start of the upcoming plan year and marketing associated with Medicare annual enrollment. The
Health Care Benefit segment's quarterly operating income progression may be impacted by exogenous factors, which include
regulatory or legal changes, as well as shifting care patterns.
Health Care Benefits Competition
The health care benefits industry is highly competitive, primarily due to a large number of for-profit and not-for-profit
competitors, competitors' marketing and pricing and a proliferation of competing products, including new products that are
continually being introduced into the marketplace. New entrants into the marketplace, as well as consolidation within the
industry, have contributed to and are expected to intensify the competitive environment. In addition, the rapid pace of change as
the industry evolves towards a consumer-focused retail marketplace, including Insurance Exchanges, and the increased use of
technology to interact with members, providers and customers, increase the risks the Company faces from new entrants and
disruptive actions by existing competitors compared to prior periods.
The Company believes that the significant factors that distinguish competing health plans include the perceived overall quality
(including accreditation status), quality of service, comprehensiveness of coverage, cost (including premium rates, provider
discounts and member out-of-pocket costs), product design, financial stability and ratings, breadth and quality of provider
networks, ability to offer different provider network options, providers available in such networks, and quality of member
support and care management programs. The Company believes that it is competitive on each of these factors. The
Company's ability to increase the number of persons covered by its health plans or to increase Health Care Benefits segment
revenues is affected by its ability to differentiate itself from its competitors on these factors. Competition may also affect the
availability of services from providers, including primary care physicians, specialists and hospitals.
Insured products compete with local and regional health care benefits plans, health care benefits and other plans sponsored by
other large commercial health care benefit insurance companies, health system owned health plans, new entrants into the
marketplace and numerous for-profit and not-for-profit organizations operating under licenses from the Blue Cross and Blue
Shield Association. The largest competitor in Medicare products is Original Medicare. Additional Health Care Benefits
segment competitors include other types of medical and dental provider organizations, various specialty service providers
6
(including PBM services providers), health care consultants, financial services companies, integrated health care delivery
organizations (networks of providers who also coordinate administrative services for and assume insurance risk of their
members), third party administrators (“TPAs”) and, for certain plans, programs sponsored by the federal or state governments.
Emerging competitors include start up health care benefits plans, provider-owned health plans, new joint ventures (including
not-for-profit joint ventures among firms from multiple industries), financial services firms that are distributing competing
products on their proprietary Private Exchanges, and consulting firms that are distributing competing products on their
proprietary Private Exchanges, as well as non-traditional distributors such as retail companies. The Company’s ability to
increase the number of persons enrolled in Insured Commercial Medical products also is affected by the desire and ability of
employers to self-fund their health coverage.
The Health Care Benefits segment’s ASC plans compete primarily with other large commercial health care benefit insurance
companies, numerous for-profit and not-for-profit organizations operating under licenses from the Blue Cross and Blue Shield
Association and TPAs.
In addition to competitive pressures affecting the Company’s ability to obtain new customers or retain existing customers, the
Health Care Benefits segment’s medical membership has been and may continue to be adversely affected by adverse and/or
uncertain economic conditions and reductions in workforce by existing customers due to adverse and/or uncertain general
economic conditions, especially in the U.S. and industries where such membership is concentrated.
Health Care Benefits Reinsurance
The Company currently has several reinsurance agreements with non-affiliated insurers that relate to Health Care Benefits
insurance policies. The Company entered into these contracts to reduce the risk of catastrophic losses which in turn reduces
capital and surplus requirements. The Company frequently evaluates reinsurance opportunities and refines its reinsurance and
risk management strategies on a regular basis.
Health Services Segment
The Health Services segment provides a full range of PBM solutions, delivers health care services in its medical clinics,
virtually, and in the home, and offers provider enablement solutions. PBM solutions include plan design offerings and
administration, formulary management, retail pharmacy network management services, and specialty and mail order pharmacy
services. In addition, the Company provides clinical services, disease management services, medical spend management and
pharmacy and/or other administrative services for providers and federal 340B drug pricing program covered entities (“Covered
Entities”). The Company operates a group purchasing organization that negotiates pricing for the purchase of pharmaceuticals
and rebates with pharmaceutical manufacturers on behalf of its participants and provides various administrative, management
and reporting services to pharmaceutical manufacturers. During 2023, the Company completed the acquisition of two key
health care delivery assets – Signify Health, Inc. (“Signify Health”) a leader in health risk assessments, value-based care and
provider enablement services, and Oak Street Health, Inc. (“Oak Street Health”) a leading multi-payor operator of value-based
primary care centers serving Medicare eligible patients. The Company also launched Cordavis
™
, a wholly owned subsidiary
that works directly with pharmaceutical manufacturers to commercialize and/or co-produce high quality biosimilar products.
The Health Services segment’s clients and customers are primarily employers, insurance companies, unions, government
employee groups, health plans, PDPs, Medicaid managed care (“Managed Medicaid”) plans, CMS, plans offered on Insurance
Exchanges and other sponsors of health benefit plans throughout the U.S., patients who receive care in the Health Services
segment’s medical clinics, virtually or in the home, as well as Covered Entities. During the year ended December 31, 2024, the
Company’s PBM filled or managed 1.9 billion prescriptions on a 30-day equivalent basis.
TM
Health Services Products and Services
PBM Solutions
The Health Services segment manages prescription drug distribution directly through the Company’s specialty and mail order
pharmacies and through pharmacies in its retail network. All prescriptions processed by the Company are analyzed, processed
and documented by the Company’s proprietary prescription management systems. These systems provide essential features and
functionality to allow plan members to utilize their prescription drug benefits. These systems also streamline the process by
which prescriptions are processed by staff and network pharmacists by enhancing review of various items through automation,
including plan eligibility, early refills, duplicate dispensing, appropriateness of dosage, drug interactions or allergies, over-
utilization and potential fraud.
7
Plan Design Offerings and Administration
The Company assists its PBM clients in designing pharmacy benefit plans that help improve health outcomes while minimizing
the costs to the client. The Company also assists PBM clients in monitoring the effectiveness of their plans through frequent,
informal communications, the use of proprietary software, as well as through formal annual, quarterly and sometimes monthly
performance reviews. The Company administers pharmacy benefit plans for clients who contract with it to facilitate
prescription drug coverage and claims processing for their eligible plan members. The Company also provides administrative
services for Covered Entities.
The Company makes recommendations to help PBM clients design benefit plans that promote the use of lower cost, clinically
appropriate drugs and helps its PBM clients control costs by recommending plan designs that encourage the use of generic
equivalents of brand name drugs when such equivalents are available. Clients also have the option, through plan design, to
further lower their pharmacy benefit plan costs by setting different member payment levels for different products on their drug
lists or “formularies,” which helps guide members to choose lower cost alternatives through appropriate financial incentives.
Formulary Management
The Company utilizes an independent panel of doctors, pharmacists and other medical experts, referred to as the CVS
Caremark National Pharmacy and Therapeutics Committee, to review and approve the selection of drugs that meet the
Company’s standards of safety and efficacy for inclusion on one of the Company’s template formularies. The Company’s
formularies provide recommended products in numerous drug classes to help ensure member access to clinically appropriate
drugs with alternatives within a class under the client’s pharmacy benefit plan, while helping to drive the lowest net cost for
clients that select one of the Company’s formularies. To help improve clinical outcomes for members and clients, the Company
conducts ongoing, independent reviews of all drugs, including those appearing on the formularies and generic equivalent
products. Many of the Company’s clients choose to adopt a template formulary offering as part of their plan design. PBM
clients are given capabilities to offer real time benefits information for a member’s specific plan design, provided electronically
in the Electronic Health Record at the point of prescribing, at the CVS pharmacy and directly to members.
Retail Pharmacy Network
Management Services
The Company maintains a national network of approximately 65,000 retail pharmacies, consisting of approximately 37,000
chain pharmacies (which include CVS pharmacy locations) and approximately 28,000 independent pharmacies, in the U.S.,
including Puerto Rico, the District of Columbia, Guam and the U.S. Virgin Islands. When a customer fills a prescription in a
retail pharmacy, the pharmacy sends prescription data electronically to the Company from the point-of-sale. This data interfaces
with the Company’s proprietary prescription management systems, which verify relevant plan member data and eligibility,
while also performing a drug utilization review to help evaluate clinical appropriateness and safety and confirming that the
pharmacy will receive payment for the prescription.
Specialty and Mail Order Pharmacy Services
The Company operates mail order pharmacies, specialty mail order pharmacies and retail specialty pharmacy stores in the U.S.
The mail order pharmacies are used primarily for maintenance medications, while the specialty mail order pharmacies and retail
specialty pharmacy stores are used for the delivery of advanced medications to individuals with chronic or genetic diseases and
disorders. The Health Services segment’s plan members or their prescribers submit prescriptions or refill requests to these
pharmacies, and staff pharmacists review these prescriptions and refill requests with the assistance of the Company’s
prescription management systems. This review may involve communications with the prescriber and, with the prescriber’s
approval when required, can result in interventions designed to help reduce cost and/or improve quality of treatment. The
Health Services segment pays an administrative service fee to the Pharmacy & Consumer Wellness segment, in exchange for
which the Pharmacy & Consumer Wellness segment provides pharmacy fulfillment and patient management services to support
the Health Services segment’s specialty and mail order pharmacy offerings.
The Company’s mail order pharmacies and specialty mail order pharmacies have been awarded Mail Service Pharmacy and
Specialty Pharmacy accreditation, respectively, from URAC. Substantially all of the Company’s specialty mail order
pharmacies also have been accredited by The Joint Commission and the Accreditation Commission for Health Care (“ACHC”),
which are independent, not-for-profit organizations that accredit and certify health care programs and organizations in the U.S.
The ACHC accreditation includes an additional accreditation by the Pharmacy Compounding Accreditation Board, which
certifies compliance with the highest level of pharmacy compounding standards, and a distinction in Rare Diseases and Orphan
Drugs.
Clinical Services
The Company offers multiple clinical programs and services to help clients manage overall pharmacy and health care costs in a
clinically appropriate manner. These programs are primarily designed to promote better health outcomes and to help target
inappropriate medication utilization and non-adherence to medication, each of which may result in adverse medical events that
8
negatively affect member health and client pharmacy and medical spend. These programs include utilization management
("UM"), medication management, quality assurance, adherence and counseling programs to complement the client's plan
design and clinical strategies. The Company offers an integrated strategy that aims to help decrease the potential for
inappropriate opioid use while preserving access for those with genuine chronic pain needs through concurrent and
retrospective claims' review. In addition, this strategy aims to address potential fraud, waste, and abuse across multiple drug
classes through surveillance and communications to prescribers and pharmacies. Core medication support products such as
Pharmacy Advisor and Drug Savings Review optimize utilization through digital, phone, in-person, and provider-facing
outreach to help participating plan members with certain chronic diseases to identify gaps in care, adhere to their prescribed
medications, ensure efficient use of those medications, and manage their overall health conditions. The CVS Weight
Management program optimizes utilization of GLP-1 medication and provides the label-recommended lifestyle support and
coaching to maximize and maintain weight loss on these therapies, while addressing new indications (e.g., cardiovascular
disease). The Company also has digital connectivity that helps to lower drug costs for patients by providing expanded visibility
to lower cost alternatives through enhanced analytics and data sharing.
Disease Management Programs
The Company's clinical programs and services utilize advanced protocols and offer clients convenience in working with
providers and other third parties. The Company's care management program covers diseases such as rheumatoid arthritis,
Parkinson's disease, epilepsy and multiple sclerosis and is accredited by the NCQA. The Company's UM program covers
similar diseases and is accredited by the NCQA and URAC.
Medical Benefit Management
The Company's NovoLogix
®
online preauthorization tool helps identify and capture cost savings opportunities for specialty
drugs billed under the medical benefit by identifying outliers to appropriate dosages and costs, and helps to ensure clinically
appropriate use of specialty drugs.
Group Purchasing Organization Services
The Company operates a group purchasing organization that negotiates pricing for the purchase of pharmaceuticals and rebates
with pharmaceutical manufacturers on behalf of its participants. The Company also provides various administrative,
management and reporting services to pharmaceutical manufacturers.
Value-Based Care
In response to rising healthcare spending in the U.S., commercial, government and other payors are shifting away from fee-for-
service payment models towards value-based models, including risk-based payment models that tie financial incentives to
quality, efficiency and coordination of care. Value-based care ("VBC") refers to the goal of incentivizing healthcare providers
to simultaneously increase quality while lowering the cost of care for patients. More specifically, providers in a VBC model are
incentivized to focus on more preventative care, higher quality of care and better coordination of care to create better health
outcomes and avoid potentially expensive complications from illnesses that could be managed more conveniently and cost
effectively.
The Company is committed to expanding value-based care in the U.S. and delivering higher quality care to patients at a lower
overall cost to the industry. The Company operates in value-based care through two primary means: providing comprehensive
primary care through its Oak Street Health primary care centers and enabling independent health systems transition to value-
based care through contracting and care management services. The Company's value-based care assets typically contract with
payors, primarily Medicare Advantage plans, and/or CMS.
The Company's Oak Street Health business operates retail-like, community-based centers that provide medical primary care
services and support Medicare eligible patients in the management of chronic illnesses and the prevention of unnecessary acute
events. The Company integrates population health analytics, social support services and primary care into the care model to
drive improved patient outcomes. The Company contracts with health plans and CMS to generate medical costs savings,
assume full financial risk of its patients and realize a return on its investment in primary care.
The Company's clinics implement a branded and consumer-focused design to create a welcoming environment that engages
patients in highly accessible, convenient locations close to where patients live, work and shop. As of December 31, 2024, the
Company operated 239 centers across 27 states. During the year ended December 31, 2024, the Company's centers provided
care for approximately 500,000 patients.
In addition to its primary care centers, the Company provides enablement services to independent health systems, assisting
these groups with their transition to value-based care. The Company's customers practice value-based care primarily through
9
two programs administered by CMS, the Accountable Care Organization ("ACO") Realizing Equity, Access, and Community
Health ("REACH") Model (collectively, "ACO REACH") and the Medicare Shared Savings Program ("MSSP"), under which
the Company served a total of more than 1 million covered lives as of December 31, 2024.
ACOs are networks of healthcare providers and suppliers that work together to invest in infrastructure and redesign delivery
processes to attempt to achieve high quality and efficient delivery of services. ACOs that achieve performance standards
established by the U.S. Department of Health and Human Services ("HHS") are eligible to share in a portion of the amounts
saved by the Medicare program.
In-Home Health Evaluations
As a complement to its value-based care delivery, the Company operates a large mobile network of credentialed providers in
the U.S. through its Signify Health business. These credentialed providers are deployed into the home primarily to conduct in-
home health evaluations ("IHEs") and perform select diagnostic services. IHEs may also be performed virtually or at a
healthcare provider facility. During the year ended December 31, 2024, the Company performed more than 3 million IHEs.
While in the home, providers perform IHEs with the assistance of the Company's longitudinal patient records and proprietary
clinical workflow software with its integrated device hub. The Company's software guides clinical workflows as well as in-
home diagnostic screenings, yielding a rich patient report of hundreds of data points. The Company also offers diagnostic and
preventive services and provides comprehensive medication review services while in the home. Through its IHEs, the Company
creates a comprehensive, documented record of the clinical, social and behavioral needs of its health plan customers' medically
complex populations and seek to further engage them with the healthcare system.
The evaluation results of IHEs are provided to individuals' primary care physicians. The Company believes sharing these
results helps to fill gaps in care, while encouraging individuals who have not regularly visited their PCP to schedule a visit. The
IHEs also provide health plans with insights into member health without taking members out of the home and contribute to
health plans' ability to effectively participate in value-based and risk-adjusted government programs such as Medicare
Advantage. The data gathered during an IHE is also a resource that can be used by health plans to improve their Healthcare
Effectiveness Data and Information Set ("HEDIS") scores and Medicare Advantage star ratings.
MinuteClinic
As of December 31, 2024, the Company operated more than 900 MinuteClinic locations in the U.S. The clinics are staffed by
nurse practitioners and physician assistants who utilize nationally established guidelines to deliver a variety of health care
services. Payors value these clinics because they provide convenient, high-quality, cost-effective care, in many cases offering
an attractive alternative to more expensive sites of care. MinuteClinic also offers virtual care services to connect customers with
licensed providers to provide access to health services remotely. MinuteClinic is collaborating with the Company's medical and
pharmacy members to help meet the needs of the Company's health plan and client plan members by offering programs that can
improve member health and lower costs. MinuteClinic also maintains relationships with leading hospitals, clinics and
physicians in the communities we serve to support and enhance quality, access and continuity of care.
Cordavis
The Company launched Cordavis, a wholly owned subsidiary that works directly with pharmaceutical manufacturers to
commercialize and/or co-produce high quality biosimilar products. Through Cordavis, the Company intends to develop a
portfolio of products that will provide broader access to biosimilars in the U.S. As access to biosimilars increases, it is expected
to generate more competition in the market which should lead to lower costs and result in higher savings for our clients.
Health Services Information Systems
The Health Services segment's claim adjudication platform incorporates architecture that centralizes the data generated from
adjudicating retail pharmacy, specialty and mail order claims and delivering other solutions to PBM clients. The Health
Engagement Engine
®
technology and proprietary clinical algorithms help connect various parts of the enterprise and serve an
essential role in cost management and health improvement, leveraging cloud-native technologies and practices. This capability
transforms pharmacy data into actionable interventions at key points of care, including in retail, mail and specialty pharmacies
as well as in customer care call center operations, leveraging our enterprise data platform to improve the quality of care. The
technology leverages assisted artificial intelligence to deliver insights to the business and bring automation to otherwise manual
tasks. Specialty services also connects with our claim adjudication platform and various health plan adjudication platforms with
a centralized architecture servicing many clients and members. Operating services, such as Specialty Expedite
®
, provide an
interconnected onboarding solution for specialty medications and branding solutions ranging from fulfillment to total patient
management. These services are managed through our new innovative specialty workflow and web platform.
10
The Health Services segment's custom-built proprietary Canopy technology is a key driver of the success of its value-based
care model and foundation for patients receiving a consistent, high-quality level of care. Canopy underlies every aspect of the
Company's day-to-day clinical and operational workflows, allowing care teams to tailor care plans to the needs of both the
patient and the business. Canopy integrates an immense amount of data about patients from a broad set of sources, including
payor claims data, pharmacy data and medical records from hospitals and specialists and provides actionable insights and
workflows to accelerate effective clinical management and oversight. Canopy leverages artificial intelligence and machine
learning capabilities to create and refine a clinical rules engine (predictive models and prescriptive algorithms) that informs care
delivery and addresses hospital admissions and readmissions, medical costs and patient retention.
Through the collaboration of its digital and technical teams, the Company has established critical tools which enable patients to
schedule appointments through MinuteClinic.com. Key elements of the offerings include landing pages which highlight
services and answer common questions, screening capabilities to determine patient eligibility, service location locator and
appointment selection tools to efficiently identify the requested service on a specified date, time, and location and registration
pages to collect required patient information, accelerating check-in once at the MinuteClinic. Once scheduled, the tools provide
the user with instructions and notifications including SMS text message and email reminders, and also provide digital results
and records, enabling patients to view and save their medical records for convenient access at a later point.
Health Services Clients & Customers
The Company's Health Services clients and customers are primarily employers, insurance companies, unions, government
employee groups, health plans, PDPs, Managed Medicaid plans, CMS, plans offered on Insurance Exchanges, other sponsors of
health benefit plans throughout the U.S., patients who receive care in the Health Services segment's medical clinics, virtually or
in the home, as well as Covered Entities. The Health Services segment's revenues are primarily generated from the sale and
managing of prescription drugs to eligible members in benefit plans maintained by clients. Pharmaceuticals are provided to
eligible members in benefit plans maintained by clients and utilize the Company's information systems, among other things, to
help perform safety checks, drug interaction screening and identify opportunities for generic substitution.
The Company's primary care operations rely on its value-based capitated partnerships with payors and CMS which manage and
market Medicare Advantage plans across the U.S. The Company had strategic value-based relationships with over 25 different
payors as of December 31, 2024, including each of the top 5 national payors by number of Medicare Advantage patients. These
existing contracts and relationships and their understanding of the value of the Company's model reduces the risk of entering
into new markets as the Company typically has payor contracts before entering a new market. Maintaining, supporting and
growing these relationships, particularly as the Company enters new geographies, is critical to its long-term success.
The Company's value-based care arrangements are primarily directed at independent health systems, including community
hospitals, physician practices and clinics, participating in, or seeking to participate in, ACOs or contract with Medicare
Advantage plans.
The Company's IHE operations customers are primarily Medicare Advantage health plans, making up approximately 86% of its
total IHE volume. In 2024, the Company had IHE contracts with 51 health plans in the U.S., including 22 of the 50 largest
Medicare Advantage plans.
Health Services Seasonality
The majority of the Health Services segment revenues, including revenues generated from its PBM services, are not seasonal in
nature.
The Company's primary care operations experience some variability depending upon the time of year in which they are
measured. Typically, a significant portion of the Company's at-risk patient growth is experienced during the first quarter, after
plan enrollment selections made during the fourth quarter of the prior annual enrollment period take effect. Finally, medical
costs will vary seasonally depending on a number of factors including the weather, which can be a driver of certain illnesses
such as the influenza virus.
Revenues generated from the Company's IHEs and related services are generally lowest in the fourth quarter of each calendar
year. Annually, IHE customers provide a member list, which may be supplemented or amended during the year. Customers
generally limit the number of times the Company may attempt to contact their members. Throughout the year, as IHEs are
completed and the Company attempts to contact members, the number of members who have not received an IHE and whom
11
the Company is still able to contact declines, typically resulting in fewer IHEs scheduled during the fourth quarter of each
calendar year.
Health Services Competition
The Company believes the primary competitive factors in the health services industry include: (i) the ability to negotiate
favorable discounts from drug manufacturers as well as to negotiate favorable discounts from, and access to, retail pharmacy
networks; (ii) the ability to identify and apply effective cost management programs utilizing clinical strategies, including the
development and utilization of preferred formularies; (iii) the ability to market PBM and other health products and services;
(iv) the commitment to provide flexible, clinically-oriented services to clients and be responsive to clients' needs; (v) the ability
to attract and retain physicians, nurse practitioners, physician assistants and other medical personnel; (vi) the quality, scope and
costs of products and services offered to clients and their members, as well as the care delivered to customers; and (vii)
operational excellence in delivering services.
The Health Services segment has a significant number of competitors offering PBM services, including large, national PBM
companies (e.g., Prime Therapeutics and MedImpact), PBMs owned by large national health plans (e.g., the Express Scripts
business of Cigna Corporation and the Optum Rx business of UnitedHealth Group) and smaller standalone PBMs. The Health
Services segment's MinuteClinic offerings compete with retail health clinics, urgent care and primary care offices. The
Company competes for provider solutions and health information technology ("HIT") business with other large health plans and
commercial health care benefit insurance companies as well as information technology companies and companies that
specialize in provider solutions and HIT.
The Company's primary care operations compete with large and medium-sized local and national providers of primary care
services and health system affiliated practices, for, among other things, contracts with payors, recruitment of physicians and
other medical and non-medical personnel and individual patients. Principal primary care competitors for patients and payor
contracts vary considerably in type and identity by market. Because of the low barriers of entry into the primary care business
and the ability of physicians to own primary care centers and/or also be medical directors for their own centers, competition for
growth in existing and expanding markets is not limited to large competitors with substantial financial resources.
The Company's ACO operations compete with healthcare risk management providers. Key competitors are companies that
work directly with providers to enable them to successfully take risk in value-based care arrangements. Some of these
competitors focus on a specific function - like analytics - while others offer more comprehensive services. Some key
competitors operate nationally, while other competitors are more geographically focused.
The Company's IHE and related services operations compete with a wide variety of local and national providers of in-home,
virtual and in-person diagnostic and evaluative services. Competitors include pure-play companies whose principal business is
providing health risk assessments and similar services, as well as large payors, which may use a variety of different providers to
perform health risk assessments across care settings or may perform some or all of their health risk assessments utilizing their
own in-house capabilities.
Pharmacy & Consumer Wellness Segment
The Pharmacy & Consumer Wellness segment dispenses prescriptions in its retail pharmacies and through its infusion
operations, provides ancillary pharmacy services including pharmacy patient care programs, diagnostic testing and vaccination
administration, and sells a wide assortment of health and wellness products and general merchandise. The segment also
conducts long-term care pharmacy ("LTC") operations, which distribute prescription drugs and provide related pharmacy
consulting and ancillary services to long-term care facilities and other care settings, and provides pharmacy fulfillment services
to support the Health Services segment's specialty and mail order pharmacy offerings. As of December 31, 2024, the Pharmacy
& Consumer Wellness segment operated more than 9,000 retail locations, as well as online retail pharmacy websites, LTC
pharmacies and on-site pharmacies, retail specialty pharmacy stores, compounding pharmacies and branches for infusion and
enteral nutrition services. During the year ended December 31, 2024, the Pharmacy & Consumer Wellness segment filled 1.7
billion prescriptions on a 30-day equivalent basis and dispensed approximately 27.2% of total retail pharmacy prescriptions in
the U.S.
Pharmacy & Consumer Wellness Products and Services
A typical retail store sells prescription drugs and a wide assortment of high-quality, nationally advertised brand name and
proprietary brand merchandise. Pharmacy locations may also contract with Covered Entities under the federal 340B drug
12
pricing program. Front store categories include over-the-counter drugs, consumer health products, beauty products, personal
care products and other general merchandise products. The Company purchases merchandise from numerous manufacturers and
distributors. The Company believes that competitive sources are readily available for substantially all of the products carried in
its retail stores and the loss of any one supplier would not likely have a material effect on the Pharmacy & Consumer Wellness
segment. LTC operations include distribution of prescription drugs and related consulting and ancillary services.
Pharmacy & Consumer Wellness revenues by major product group are as follows:
Percentage of Revenues
2024
2023
2022
Pharmacy
Note (1)
80.9 %
78.9 %
76.9 %
Front store and other
Note (2)
19.1 %
21.1 %
23.1 %
100.0 %
100.0 %
100.0 %
_____________________________________________
Note (1)
Pharmacy includes LTC sales and sales in pharmacies within Target Corporation ("Target") and other retail stores.
Note (2)
"Other" represents less than 11% of the "Front store and other" revenue category in all periods presented.
Pharmacy
Pharmacy revenues represented over three-fourths of Pharmacy & Consumer Wellness segment revenues in each of 2024, 2023
and 2022. The Company believes that retail pharmacy operations will continue to represent a critical part of the Company's
business due to industry demographics, e.g., an aging American population consuming a greater number of prescription drugs,
prescription drugs being used more often as the first line of defense for managing illness, the introduction of new
pharmaceutical products, the need for vaccinations and Medicare Part D growth. The Company believes the retail pharmacy
business benefits from investment in both people and technology, as well as innovative collaborations with health plans, PBMs
and providers. Given the nature of prescriptions, consumers want their prescriptions filled accurately by professional
pharmacists using the latest tools and technology, and ready when promised. Consumers also need medication management
programs and better information to help them get the most out of their health care dollars. To assist consumers with these needs,
the Company has introduced integrated pharmacy health care services that provide an earlier, easier and more effective
approach to engaging consumers in behaviors that can help lower costs, improve health and save lives.
Front Store
Front store revenues reflect the Company's strategy of innovating with new and unique products and services, using innovative
personalized marketing and adjusting the mix of merchandise to match customers' needs and preferences. A key component of
the front store strategy is the ExtraCare
®
card program, which is one of the largest and most successful retail loyalty programs
in the U.S. The ExtraCare program allows the Company to balance marketing efforts so it can reward its best customers by
providing them with automatic sale prices, customized coupons, ExtraBucks
®
rewards and other benefits. The Company also
offers a subscription-based membership program, ExtraCare Plus
™
, under which members are entitled to a suite of benefits
delivered over the course of the subscription period, as well as a promotional reward that can be redeemed for future goods and
services. The Company continues to launch and enhance new and exclusive brands to create unmatched offerings and deliver
other unique product offerings, including a full range of high-quality proprietary brand products that are only available through
CVS stores. The Company currently carries approximately 4,500 proprietary brand products, which accounted for
approximately 21% of front store revenues during 2024.
TM
On-site Pharmacies
The Company also operates a limited number of pharmacies located at client sites, which provide certain health plan members
and customers with a convenient alternative for filling their prescriptions and receiving vaccinations.
Specialty and Mail Order Pharmacy Fulfillment Services
The Pharmacy & Consumer Wellness segment provides pharmacy fulfillment services to support the Health Services segment's
specialty and mail order pharmacy offerings, in exchange for which the Health Services segment pays an administrative service
fee to the Pharmacy & Consumer Wellness segment.
Long-term Care Pharmacy Operations
The Pharmacy & Consumer Wellness segment provides LTC pharmacy services through the Omnicare
®
business. Omnicare's
customers consist of skilled nursing facilities, assisted living facilities, independent living communities, hospitals, correctional
facilities, and other health care service providers. The Company provides pharmacy consulting, including monthly patient drug
therapy evaluations, to assist in compliance with state and federal regulations and provide proprietary clinical and health
13
management programs. It also provides pharmaceutical case management services for retirees, employees and dependents who
have drug benefits under corporate-sponsored health care programs.
Community Location Development
CVS Health’s community health destinations are an integral part of its ability to meet the needs of consumers and maintain its
leadership position in the changing health care landscape. When paired with its rapidly expanding digital presence, the
Company’s physical presence in thousands of communities across the country represents a competitive advantage by allowing it
to develop deep and trusted relationships through everyday engagement in consumer health. The Company’s community health
destinations have played, and will continue to play, a key role in the Company’s continued growth and success. During 2024,
the Company opened 39 new locations, relocated 3 locations and closed 299 locations.
The Company’s continuous assessment of its national footprint is an essential component of competing effectively in the
current health care environment. On an ongoing basis, the Company evaluates changes in population, consumer buying patterns
and future health needs to assess the ability of its existing stores and locations to meet the needs of its consumers and the
business. During the fourth quarter of 2021, the Company completed a strategic review of its retail business and announced its
plans to reduce store density in certain locations through the closure of approximately 900 retail stores between 2022 and 2024.
As of December 31, 2024, the Company had closed approximately 900 retail stores in connection with these actions.
During the third quarter of 2024, in connection with an enterprise-wide restructuring plan, the Company completed a strategic
review of its retail business and determined that it plans to close an additional 271 retail stores in 2025.
Pharmacy & Consumer Wellness Information Systems
The Company has continued to invest in information systems to enable it to deliver exceptional customer service, enhance
safety and quality, and expand patient care services while lowering operating costs. The proprietary WeCARE Workflow tool
supports pharmacy teams by prioritizing work to meet customer expectations, facilitating prescriber outreach, and seamlessly
integrating clinical programs. This solution delivers improved efficiency and enhances customer experience, as well as provides
a framework to accommodate the evolution of pharmacy practice and the expansion of clinical programs. The Company’s
Health Engagement Engine technology and data science clinical algorithms enable the Company to help identify opportunities
for pharmacists to deliver face-to-face counseling regarding patient health and safety matters, including medication adherence
issues, gaps in care and management of certain chronic health conditions. The Company’s digital strategy is to empower the
consumer to navigate their pharmacy experience and manage their condition through integrated online and mobile solutions that
offer utility and convenience. The Company has also established tools which enable customers to schedule diagnostic testing
and vaccination appointments through CVS.com, provide instructions and notifications to the customer regarding the services,
and, following administration, allow customers to access digital results for tests and records for vaccinations.
Pharmacy & Consumer Wellness Customers
The success of the Pharmacy & Consumer Wellness segment’s businesses is dependent upon the Company’s ability to establish
and maintain contractual relationships with pharmacy benefit managers and other payors on acceptable terms. Substantially all
of the Pharmacy & Consumer Wellness segment’s pharmacy revenues are derived from pharmacy benefit managers, managed
care organizations (“MCOs”), government funded health care programs, commercial employers and other third-party payors.
No single Pharmacy & Consumer Wellness payor accounted for 10% or more of the Company’s consolidated total revenues in
2024, 2023 or 2022.
Pharmacy & Consumer Wellness Seasonality
The majority of Pharmacy & Consumer Wellness segment revenues, particularly pharmacy revenues, generally are not seasonal
in nature. However, front store revenues tend to be higher during the December holiday season. In addition, both pharmacy and
front store revenues are affected by the timing and severity of the cough, cold and flu season, most notably during first and
fourth quarters, resulting in higher administration of vaccines during those periods. Uncharacteristic or extreme weather
conditions also can adversely affect consumer shopping patterns and Pharmacy & Consumer Wellness revenues, expenses and
operating results.
Pharmacy & Consumer Wellness Competition
The retail pharmacy business is highly competitive. The Company believes that it competes principally on the basis of: (i) store
location and convenience, (ii) customer service and satisfaction, (iii) product selection and variety, and (iv) price. In the areas it
14
serves, the Company competes with other drugstore chains (e.g., Walgreens and Rite Aid), supermarkets, discount retailers
(e.g., Walmart), independent pharmacies, restrictive pharmacy networks, online retailers (e.g., Amazon), membership clubs,
infusion pharmacies, as well as mail order dispensing pharmacies.
LTC pharmacy services are highly regional or local in nature, and within a given geographic area of operation, highly
competitive. The Company’s largest LTC pharmacy competitor nationally is PharMerica. The Company also competes with
numerous local and regional institutional pharmacies, pharmacies owned by long-term care facilities and local retail
pharmacies. Some states have enacted “freedom of choice” or “any willing provider” requirements as part of their state
Medicaid programs or in separate legislation, which may increase the competition that the Company faces in providing
services to long-term care facility residents in these states.
Corporate/Other Segment
The Company presents the remainder of its financial results in the Corporate/Other segment, which primarily consists of:
•
Management and administrative expenses to support the Company’s overall operations, which include certain aspects of
executive management and the corporate relations, legal, compliance, human resources and finance departments,
information technology, digital, data and analytics, as well as acquisition-related transaction and integration costs; and
•
Products for which the Company no longer solicits or accepts new customers such as its large case pensions and long-term
care insurance products.
Generic Sourcing Venture
The Company and Cardinal Health, Inc. (“Cardinal”) each have a 50% ownership in Red Oak Sourcing, LLC (“Red Oak”), a
generic pharmaceutical sourcing entity. Under this arrangement, the Company and Cardinal contributed their sourcing and
supply chain expertise to Red Oak and agreed to source and negotiate generic pharmaceutical supply contracts for both
companies through Red Oak. Red Oak does not own or hold inventory on behalf of either company.
Working Capital Practices
The Company funds the growth of its businesses through a combination of cash flow from operations, commercial paper and
other short-term borrowings, as well as long-term borrowings. For additional information on the Company’s working capital
practices, see “Liquidity and Capital Resources” in the MD&A included in Item 7 of this 10-K. Employer groups, individuals,
college students, part-time and hourly workers, health plans, providers, governmental units, government-sponsored plans (with
the exception of Medicare Part D services, which are described below), labor groups and expatriates, which represent the vast
majority of Health Care Benefits segment revenues, typically settle in less than 30 days. As a provider of Medicare Part D
services, the Company contracts annually with CMS. Utilization of services each plan year results in the accumulation of either
a receivable from or a payable to CMS. The timing of settlement of the receivable or payable with CMS takes several quarters,
which impacts working capital from year to year. The majority of the Pharmacy & Consumer Wellness segment non-pharmacy
revenues are paid in cash, or with debit or credit cards. Managed care organizations, pharmacy benefit managers, government
funded health care programs, commercial employers and other third-party insurance programs, which represent the vast
majority of the Company’s consolidated pharmacy revenues, typically settle in less than 30 days. The remainder of the
Company’s consolidated pharmacy revenues are paid in cash, or with debit or credit cards.
Human Capital
Overview
At CVS Health, we share a single, clear purpose: building a world of health around every consumer. We devote significant time
and attention to attract, develop and retain talent who deliver high levels of service to our customers. Our commitment includes
a competitive rewards package and programs that support our diverse range of colleagues in rewarding and fulfilling careers.
As of December 31, 2024, we employed over 300,000 colleagues primarily in the U.S. including in all 50 states, the District of
Columbia and Puerto Rico, approximately 73% of whom were full-time.
We believe engaged colleagues produce stronger business results and are more likely to build a career with the Company. Each
year we conduct engagement surveys that provide colleagues the opportunity to share opinions and experiences with respect to
15
their role, their team, and the enterprise to help CVS Health Corporation's Board of Directors (the "Board") and our
management identify where we can improve colleague experience. These surveys cover a broad range of topics including
development and opportunities, recognition, performance, belonging, well-being, compliance, and continuous improvement. In
2024, we conducted engagement surveys in both April and September. More than 150,000 colleagues participated in each
survey and overall engagement stayed consistent across surveys.
The Board, our Chief Executive Officer ("CEO") and our Chief People Officer provide oversight of our human capital strategy,
which consists of the following categories: workforce strategy; total rewards; and health, safety and environment.
Workforce Strategy
At CVS Health, our goal is to attract the most talented and qualified workforce in health care and to develop and retain a work
force to support and advance our strategic priorities. We believe that our workforce strategy should be responsive to and reflect
the broad and diverse communities whose health care needs we serve.
We are committed to developing a pipeline of critical skills to power CVS Health for the future. We partner with colleges and
universities across many professional fields. For example, the CVS Health PharmD tuition assistance program is available to all
eligible CVS Pharmacy interns. In addition, CVS Health is creating transformational solutions to workforce development
through dynamic community Workforce Innovation and Talent Centers (WITCs), tailored to the specific needs of each
community, incorporating education and skill development, as we help advance future leaders.
Training and development provide colleagues the support they need to perform well in their current roles while planning and
preparing for future roles and career growth. Our broad training practices include updated, tech-enabled tools and keep our
colleagues informed of new developments in our industry that are relevant to their roles. During the year ended December 31,
2024, our colleagues invested approximately 16 million hours in learning and development courses.
Respect is a cornerstone of our culture, and a centerpiece of our workplace strategy. To do our best when people need us the
most means we strive every day to achieve the highest level of trust and respect from our colleagues, our customers, and our
communities. Our Heart At Work behaviors are guiding principles for how we lead. We emphasize trust, collaboration, and
innovation. Those aspects of our culture show up in our Respect Works Here campaign.
Our comprehensive and well-executed workforce practices have allowed us to be recognized as a VETSIndexes 3-Star
Employer and to earn a 100 percent score on the Disability Equality Index, meaning the Company is recognized as a "Best
Place to Work for Disability Inclusion".
We disclose more information on our workforce strategy in our annual Impact Report.
Total Rewards
We strive to offer a comprehensive and competitive mix of pay and benefits to meet the varying needs of our colleagues and
their families. In addition to competitive wages, the comprehensive list of programs and benefits we offer include annual
bonuses, stock awards, 401(k) plans including matching company contributions, no cost comprehensive wellness screenings,
tobacco cessation and weight management programs, no cost confidential counseling and no cost financial navigation support,
an employee stock purchase plan, health care and insurance benefits, paid time off, flexible work schedules, family leave,
dependent care resources, colleague assistance programs and tuition assistance, retiree medical access, and discount programs,
among many others, depending on eligibility.
Health, Safety and Environment
We have a strong commitment to providing a safe working environment. We have implemented an environmental health and
safety management system to support adherence and monitoring of programs designed to make our various business operations
compliant with applicable occupational safety and health regulations and requirements. Our Health, Safety, and Environment
Department oversees the implementation and adherence to programs like powered industrial truck training, materials handling
and storage, selection of personal protective equipment and fall protection systems.
We utilize a Management Information System to track compliance, analyze data and concentrate on key areas of risk to reduce
the chance of workplace incidents. We focus on identifying causes and improving performance when workplace incidents
occur. We capture colleague observations and feedback through programs like our Behavior Based Safety and our Safety
16
h
h
h
h
Hazard and Awareness Reporting Program. We also engage leaders in promoting a culture of safety and measure performance
through a comprehensive safety index that leverages both leading and lagging indicators. With safety task forces in place at
each distribution center, we empower leaders and safety business partners to identify policies, procedures and processes that
could improve their own operations.
Impact Strategy
overview
Our
Healthy 2030
impact strategy outlines how we are creating a more equitable health care system and sustainable future. It
reinforces our company's strategy and is embedded in our purpose-driven culture.
Healthy 2030
is constructed through our
four-pillar framework - Healthy People, Healthy Business, Healthy Community and Healthy Planet. We are focused on making
a meaningful, measurable impact within each of the pillars outlined below. We believe this strategy is achievable without
materially adversely affecting our operating results and/or cash flows.
H
ealthy people
We are building a world of health around every individual. We connect people to the care they need, put medicine and wellness
within reach and drive greater affordability, simplicity, and convenience in everything we do. Whether we are increasing access
to health care and services or making investments to support our communities to improve health outcomes, we are utilizing our
expertise and resources to improve people's health.
H
ealthy business
We are purpose-driven - all of us. We have an opportunity to harness the power of our greatest strength - our talented and
diverse workforce of more than 300,000 colleagues - to reimagine health care in America and make health care more
affordable, accessible, and simpler. Together, we set high standards and hold ourselves to them. We work daily to create value
for everyone who trusts and relies on us and ensure every action we take is done ethically and transparently. We support our
colleagues' education and growth with scholarships, promote and develop leadership skills through training and development
courses and continue strengthening our pipeline to our workforce through job training and skill building programs in our
communities. We integrate governance and partnership across our business units.
H
ealthy community
We are strengthening our communities by addressing the unique barriers to improving health outcomes locally. We support
organizations centering their work on heart health, mental health, women's health, healthy aging and climate-related health
impacts. We also invest in the resources needed for communities to take proactive steps toward a healthier future. This includes
addressing food insecurity, improving access to workforce training and educational opportunities nationwide. When a natural
disaster or other incident affects the communities where we live and work, we swiftly take action to ensure our response
addresses our colleagues' and customers' evolving needs. Our colleagues are also making a difference by donating their time
and talents with organizations that are meaningful to them. Together, we make a lasting impact by driving a holistic approach
and collaboration across these community programs, investments, and organizations.
H
ealthy planet
We continue to invest in initiatives and programs that focus on improving the health of our planet by advancing our
sustainability commitments and addressing the environmental factors that contribute to poor health and exacerbation of chronic
illnesses. We were one of the first companies in the world to have our net-zero targets validated by the Science-Based Targets
Initiative's (SBTi) net-zero methodology. We continue to reduce greenhouse gas emissions and source renewable energy on the
path to achieving net-zero emissions across our value chain by 2050. We also drive packaging innovation and efforts to reduce
unnecessary plastics and waste across the enterprise.
Intellectual Property
The Company has registered and/or applied to register a variety of trademarks and service marks used throughout its
businesses, as well as domain names, and relies on a combination of copyright, patent, trademark and trade secret laws, in
addition to contractual restrictions, to establish and protect the Company's proprietary rights. The Company regards its
intellectual property as having significant value in the Health Care Benefits, Health Services and Pharmacy & Consumer
17
Wellness segments. The Company is not aware of any facts that could materially impact the continuing use of any of its
intellectual property.
Government Regulation
Overview
The Company's operations are subject to comprehensive federal, state and local laws and regulations and comparable multiple
levels of international regulation in the jurisdictions in which it does business. There also continues to be a heightened level of
review and/or audit by federal, state and international regulators of the health and related benefits industry's business and
reporting practices. In addition, many of the Company's PBM clients and the Company's payors in the Pharmacy & Consumer
Wellness segment, including insurers, Medicare plans, Managed Medicaid plans and MCOs, are themselves subject to
extensive regulations that affect the design and implementation of prescription drug benefit plans that they sponsor. Similarly,
the Company's LTC clients, such as skilled nursing facilities, are subject to government regulations, including many of the
same government regulations to which the Company is subject.
The federal, state and local laws, regulations and rules and the international laws and regulations governing the Company's
businesses, the contracts they enter into, and interpretations of those laws, regulations and rules continue to change and expand,
grow more complex and become more restrictive each year. The application of these complex legal and regulatory requirements
to the detailed operation of the Company's businesses creates areas of uncertainty. Further, there are numerous proposed health
care, financial services and other laws and regulations at the federal, state and international levels, some of which could
adversely affect the Company's businesses if they are enacted. The Company cannot predict whether pending or future federal,
state or international legislation or court proceedings will change aspects of how it operates in the specific markets in which it
competes or the health care industry generally, but if changes occur, the impact of any such changes could have a material
adverse impact on the Company's businesses, operating results, cash flows and/or stock price. Possible regulatory or legislative
changes include the federal or one or more state governments fundamentally restructuring the Commercial, Medicare or
Medicaid marketplace; reducing payments to the Company in connection with Medicare, Medicaid, dual eligible or special
needs programs; increasing its involvement in drug reimbursement, pricing, purchasing, and/or importation; or changing the
laws governing PBMs.
The Company has internal control policies and procedures and conducts training and compliance programs for its employees to
help prevent, detect and correct prohibited practices. However, if the Company's employees or agents fail to comply with
applicable laws governing its operations, it may face investigations, prosecutions and other legal proceedings and actions that
could result in civil penalties, administrative remedies and criminal sanctions, and any such action could result in reputational
harm. Any failure or alleged failure to comply with applicable laws and regulations summarized below, or any adverse
applications or interpretations of, or changes in, the laws and regulations affecting the Company and/or its businesses, could
have a material adverse effect on the Company's operating results, financial condition, cash flows and/or stock price. See Item
1A of this 10-K, "Risk Factors-Risks from Changes in Public Policy and Other Legal and Regulatory Risks," and Item 3 of
this 10-K, "Legal Proceedings," for further information.
The Company can give no assurance that its businesses, financial condition, operating results and/or cash flows will not be
materially adversely affected, or that the Company will not be required to materially change its business, practices or strategy,
based on: (i) future enactment of new health care or other laws or regulations; (ii) the interpretation or application of existing
laws or regulations, including the laws and regulations described in this Government Regulation section, as they may relate to
one or more of the Company's businesses, one or more of the industries in which the Company competes and/or the health care
industry generally; (iii) pending or future federal or state governmental investigations of one or more of the Company's
businesses, one or more of the industries in which the Company competes and/or the health care industry generally; (iv)
pending or future government audits, investigations or enforcement actions against the Company; or (v) adverse developments
in pending or future legal proceedings against or affecting the Company, including
qui tam
lawsuits, or affecting one or more of
the industries in which the Company competes and/or the health care industry generally.
Laws and Regulations Related to Multiple Segments of the Company's Business
Laws Related to Reimbursement by Government Programs
- The Company is subject to various federal and state laws
concerning its submission of claims and other information to Medicare, Medicaid and other federal and state government-
sponsored health care programs. Potential sanctions for violating these laws include recoupment or reduction of government
reimbursement amounts, civil penalties, treble damages, and exclusion from participation in government health care programs.
Such laws include the federal False Claims Act (the "False Claims Act"), the federal anti-kickback statute (the "AKS"), state
18
false claims acts and anti-kickback statutes in most states, the federal "Stark Law" and related state laws. In particular, the False
Claims Act prohibits intentionally submitting, conspiring to submit, or causing to be submitted, false claims, records, or
statements to the federal government, or intentionally failing to return overpayments, in connection with reimbursement by
federal government programs. In addition, any claim for government reimbursement also violates the False Claims Act where it
results from a violation of the AKS.
The AKS prohibits, among other things, knowingly and willfully offering, paying, soliciting or receiving remuneration, directly
or indirectly, in cash or kind, to induce or reward either the referral of an individual for, or the purchase, order or
recommendation of, any good or service, for which payment may be made in whole or in part under federal health care
programs, such as Medicare and Medicaid. Some court decisions have held that the statute may be violated even if only one
purpose of remuneration is to induce referrals. Certain of the Company's programs involve arrangements with payments
intended to influence behavior relative to Medicare and other federal health care program beneficiaries, including risk sharing
and "gainsharing" arrangements. While there is no fixed definition of a gainsharing arrangement, the term typically refers to an
arrangement in which a share of cost savings for patient care attributable in part to a physician's efforts are shared with the
physician. The Office of the Inspector General of HHS (the "OIG") has recognized that there are legitimate interests in enlisting
physicians in effort to reduce unnecessary costs from the health care system and, if appropriately structured, such gainsharing
arrangements should not violate the AKS. Effective in early 2021, CMS and the OIG established new safe harbors that protect
certain value-based arrangements, and the Company has integrated its understanding of these safe harbors into its new and
existing programs.
The Stark Law prohibits a physician who has a financial relationship, or who has an immediate family member who has a
financial relationship, with entities providing "designated health services" ("DHS") from referring Medicare patients to such
entities for the furnishing of DHS, unless an exception applies. The Stark Law prohibits any entity providing DHS that has
received a prohibited referral from presenting, or causing to be presented, a claim or billing for the services arising out of the
prohibited referral. Similarly, the Stark Law prohibits an entity from "furnishing" DHS to another entity with which it has a
financial relationship when that entity bills for the service. The prohibition applies regardless of the reasons for the financial
relationship and the referral. Unlike the AKS, the Stark Law is a strict liability statute where unlawful intent need not be
demonstrated. Although uncertainty exists, some federal agencies and some courts have taken the position that the Stark Law
also applies to Medicaid. With respect to certain CMS innovation models in which we may participate, the OIG and CMS
jointly issued waivers of the Stark Law. In early 2021, CMS established new exceptions to the Stark Law that protect certain
value-based arrangements, and the Company has integrated exceptions into its processes and procedures. Various states have
enacted similar laws.
Both federal and state false claims laws permit private individuals to file
qui tam
or "whistleblower" lawsuits on behalf of the
federal or state government. Participants in the health and related benefits industry, including the Company, frequently are
subject to actions under the False Claims Act or similar state laws and the Stark Law or similar state laws.
The ACA
- The ACA significantly increased federal and state oversight of health plans. Among other requirements, it specifies
minimum medical loss ratios ("MLRs") for Commercial and Medicare Insured products, specifies features required to be
included in commercial benefit designs, limits commercial individual and small group rating and pricing practices, encourages
additional competition (including potential incentives for new participants to enter the marketplace), and includes regulations
and processes that could delay or limit the Company's ability to appropriately increase its health plan premium rates. This in
turn could adversely affect the Company's ability to continue to participate in certain product lines and/or geographies that it
serves today.
Although the U.S. Supreme Court dismissed a challenge to the constitutionality of the ACA and issued an opinion preserving
the ACA and its consumer protections, there may be continued efforts to invalidate, modify, repeal or replace portions of it. In
addition to litigation, parts of the ACA continue to evolve through the promulgation of executive orders, legislation, regulations
and guidance at the federal or state level. The Company expects the ACA, including potential changes thereto, to continue to
significantly impact its business operations and operating results, including pricing, medical benefit ratios ("MBRs") and the
geographies in which the Company's products are available.
Medicare Regulation -
The Company's Medicare Advantage, PDP and other Medicare products are highly regulated by CMS.
The regulations and contractual requirements applicable to the Company and other private participants in Medicare programs
are complex, expensive to comply with and subject to change. Medicare regulations also have the potential to impact products
and services used by Medicare beneficiaries, including services provided by Oak Street Health and Signify Health.
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The provisions of the ACA significantly increased the Company's exposure to funding and regulation of, and changes in
government policy with respect to and/or funding or regulation of, the various Medicare programs in which the Company
participates, including changes in the amounts payable to us under those programs and/or new reforms or surcharges on existing
programs. For example, the ACA requires minimum MLRs for Medicare Advantage and Medicare Part D plans of 85%. If a
Medicare Advantage or Medicare Part D contract pays minimum MLR rebates for three consecutive years, it will become
ineligible to enroll new members. If a Medicare Advantage or Medicare Part D contract pays such rebates for five consecutive
years, it will be terminated by CMS. It is possible that certain Medicare Advantage contracts may not meet the 85% MLR for
consecutive years.
Payments the Company receives from CMS for its Medicare Advantage and Part D businesses also are subject to risk
adjustment based on the health status of the individuals enrolled. Elements of that risk adjustment mechanism continue to be
challenged by the U.S. Department of Justice (the "DOJ"), the OIG and CMS itself. For example, CMS made significant
changes to the structure of the hierarchical condition category model in version 28, which may impact risk adjustment factor
("RAF") scores for a larger percentage of Medicare Advantage beneficiaries and could result in changes to beneficiary RAF
scores with or without a change in the patient's health status. CMS continuously evaluates how and where risk adjustment is
captured, which from time-to-time has included the capture of diagnosis codes in home visits. A legislative or regulatory
change to the ability of Medicare Advantage plans to use home visits as a means to evaluate and diagnosis their members'
health conditions, or substantial changes in the risk adjustment mechanism, including changes that result from enforcement or
audit actions, could: materially affect the amount of the Company's Medicare reimbursement; require the Company to raise
prices or reduce the benefits offered to Medicare beneficiaries; impact the services provided by, or the financial performance of,
Oak Street Health and Signify Health; and potentially limit the Company's (and the industry's) participation in the Medicare
program.
The Company will continue to offer a wide range of Medicare products across the country to meet the diverse health care needs
of its customers, including Individual Medicare Advantage, Group Medicare, Special Needs Plans, Medicare Supplement plans
and Prescription Drug Plans.
Additionally, there is growing interest among policymakers in re-evaluating how benchmarks are constructed in Medicare
Advantage compared to Medicare Fee-For-Service programs, such as MSSP and ACO REACH. Policymakers could pursue
various strategies including, among other things, re-evaluating benchmark construction, risk adjustment methodology and
alignment in quality measures. In addition, the CMS Innovation Center could offer new models or suspend present models that
could have a material impact on the success of the Company's ACO and Oak Street Health businesses. For example, the CMS
Innovation Center could mandate or offer participation in certain models that require providers and/or risk-bearing entities to
take risk for a geographic population of patients, or it could look to methodologies that infer risk, survey data and non-
diagnosis-based data with potential impacts to the Company's businesses. Uncertainties about how policymakers and CMS
may re-evaluate how benchmarks are constructed in Medicare Advantage, including the future of VBC and mandatory
participation, could create new considerations for the Company.
The Company has invested significant resources to comply with Medicare standards, and its Medicare compliance efforts will
continue to require significant resources. CMS may seek premium and other refunds, prohibit the Company from continuing to
market and/or enroll members in or refuse to passively enroll members in one or more of the Company's Medicare or dual
eligible plans, exclude us from participating in one or more Medicare, dual eligible or dual eligible special needs plan programs
and/or institute other sanctions and/or civil monetary penalties against the Company if it fails to comply with CMS regulations
or its Medicare contractual requirements. The Company's Medicare Supplement products are regulated at the state level and are
subject to similar significant compliance requirements and risks.
Going forward, the Company expects CMS, the OIG, the DOJ, other federal agencies and the U.S. Congress to continue to
scrutinize closely each component of the Medicare program (including Medicare Advantage, PDPs, dual eligible plans, broker
compensation and marketing, prior authorization, and provider network access and adequacy), modify the terms and
requirements of the program and possibly seek to recast or limit private insurers' roles. Any of the federal agencies noted above
or U.S. Congress may also recommend changes or take additional action with respect to the way in which brokers and agents
are compensated for selling our Medicare Advantage and Part D plans. For example, CMS finalized new requirements
imposing limitations on the amounts and types of payments that brokers and agents can earn for marketing and enrollment
services with respect to Medicare Advantage and Part D plans. The effectiveness of these requirements is currently subject to an
injunction. If the injunction is lifted or CMS attempts to impose restrictions on broker and agent compensation in the future, the
Company will be required to comply with the new restrictions.
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In addition, the Inflation Reduction Act, enacted in August 2022 (the "IRA") contains changes to the Part D program that took
effect in 2023 and will continue to 2032 that has and will shift more of the claim liability to plans and away from the
government, including a complete redesign of the Part D standard benefit effective in 2025, which may reduce the Company's
flexibility to design competitive offerings. Given the significant changes, CMS is conducting a voluntary demonstration to test
whether additional premium stabilization and revised risk corridors for stand-alone PDPs increase the efficiency and economy
of services for Medicare Part D members. The Company has opted to participate in the demonstration, which may be in effect
for up to three years.
It is also possible that Congress may consider changes to Medicare Advantage payment policies due to recent recommendations
by the Medicare Payment Advisory Commission and to reduce the potential added cost burden of costly new benefits, or
policies that impact drug pricing such as price controls and inflationary rebates applied to pharmaceutical manufacturers. In
addition, states are increasingly requiring companies to offer Medicaid within a state and conducting competitive bid processes
to qualify to offer dual eligible products.
It is not possible to predict the outcome of such regulatory or Congressional activity, any of which could materially and
adversely affect the Company.
Medicaid Regulation -
The Company is seeking to grow its Medicaid, dual eligible and dual eligible special needs plan
businesses over the next several years. As a result, the Company is increasing its exposure to changes in government policy
with respect to and/or regulation of the various Medicaid, dual eligible and dual eligible special needs plan programs in which
the Company participates, including changes in the amounts payable to the Company under those programs.
In addition to a quality rating system that applies to Medicaid and Managed Medicaid plans, federal regulations give states the
option to choose to establish a minimum MLR of at least 85% for their Managed Medicaid plans, including those offered by the
Company. Regardless of whether a state establishes a minimum MLR, it must use plan-reported MLR data to set future
payment rates for managed care, so that its plans will "reasonably achieve" an MLR of at least 85%. For Managed Medicaid
products, states may use more stringent definitions of "medical loss ratio" or impose other requirements related to minimum
MLR. Minimum MLR requirements and similar actions further limit the level of margin the Company can earn in its Insured
Medicaid products while leaving the Company exposed to medical costs that are higher than those reflected in its pricing. The
Company also may be subject to significant fines, penalties, premium refunds and litigation if it fails to comply with minimum
MLR laws and regulations.
States may also establish their own standards and use discretion in choosing what determines compliance within Medicaid
contracts, including, among other provisions, standards for determining provider network adequacy, staffing, service
operations, utilization management, beneficiary care management, provider support, data maintenance and reporting and claims
payment. States have flexibility related to rate setting and provider network adequacy that could adversely or positively impact
the Company's Medicaid plans.
States continue to consider Medicaid expansion; however, ten states have not yet expanded and may not do so. States may opt
out of the elements of the ACA requiring expansion of Medicaid coverage without losing their current federal Medicaid
funding. In addition, the election of new Governors and/or state legislatures may impact states' previous decisions regarding
Medicaid expansion. Although Congress enacted incentives for states that had not yet done so to expand Medicaid, this
incentive alone has not persuaded holdout states to expand.
The economic aspects of the Medicaid, dual eligible and dual eligible special needs plan business vary from state to state and
are subject to frequent change. Medicaid premiums are paid by each state and differ from state to state. The federal government
and certain states also are considering proposals and legislation for Medicaid and dual eligible program reforms or redesigns,
including restrictions on the collection of manufacturer's rebates on pharmaceuticals by Medicaid MCOs and their contracted
PBMs, further program, population and/or geographic expansions of risk-based managed care, increasing beneficiary cost-
sharing or payment levels, and changes to benefits, reimbursement, eligibility criteria (and redeterminations of eligibility),
provider network adequacy requirements (including requiring the inclusion of specified high cost providers in the Company's
networks) and program structure. In some states, current Medicaid and dual eligible funding and premium revenue may not be
adequate for the Company to continue program participation. The Company's Medicaid and dual eligible contracts with states
(or sponsors of Medicaid managed care plans) are subject to cancellation by the state (or the sponsors of the managed care
plans) after a short notice period without cause (e.g., when a state discontinues a managed care program) or in the event of
insufficient state funding.
21
The Company's Medicaid, dual eligible and dual eligible special needs plan products also are heavily regulated by CMS and
state Medicaid agencies, which have the right to audit the Company's performance to determine compliance with CMS
contracts and regulations. The Company's Medicaid products, dual eligible products and CHIP contracts also are subject to
complex federal and state regulations and oversight by state Medicaid agencies regarding the services provided to Medicaid
enrollees, payment for those services, network requirements (including mandatory inclusion of specified high-cost providers),
and other aspects of these programs, and by external review organizations which audit Medicaid plans on behalf of state
Medicaid agencies. The laws, regulations and contractual requirements applicable to the Company and other participants in
Medicaid and dual eligible programs, including requirements that the Company submit encounter data to the applicable state
agency, are extensive, complex and subject to change. For example, in April 2024, CMS finalized the Managed Care Rule,
which addresses five primary areas: (1) access in managed care, including network adequacy; (2) state directed payments; (3)
medical loss ratio standards; (4) in lieu of services and settings and (5) quality and performance assessment. The Company has
invested significant resources to comply with these standards, and its Medicaid and dual eligible program compliance efforts
will continue to require significant resources. CMS and/or state Medicaid agencies may fine the Company, withhold payments
to the Company, seek premium and other refunds, terminate the Company's existing contracts, elect not to award the Company
new contracts or not to renew the Company's existing contracts, prohibit the Company from continuing to market and/or enroll
members in or refuse to automatically assign members to one or more of the Company's Medicaid or dual eligible products,
exclude the Company from participating in one or more Medicaid or dual eligible programs and/or institute other sanctions and/
or civil monetary penalties against the Company if it fails to comply with CMS or state regulations or contractual requirements.
CMS has proposed requiring that health plans offering certain dual eligible programs must also offer Medicaid programs, which
has resulted in the Company refraining from bidding in certain jurisdictions and could impact the Company's ability to obtain
or retain membership in its dual eligible programs.
The Company cannot predict whether pending or future federal or state legislation or court proceedings will change various
aspects of the Medicaid program, nor can it predict the impact those changes will have on its business operations or operating
results, but the effects could be materially adverse.
Medicare and Medicaid Audits
- CMS regularly audits the Company's performance to determine its compliance with CMS'
regulations and its contracts with CMS and to assess the quality of services it provides to Medicare Advantage and PDP
beneficiaries. For example, CMS conducts risk adjustment data validation ("RADV") audits of a subset of Medicare Advantage
contracts for each contract year. Since 2011, CMS has selected certain of the Company's Medicare Advantage contracts for
various years for RADV audit, and the number of RADV audits continues to increase. The OIG also is auditing the Company's
risk adjustment data and that of other companies, and the Company expects CMS and the OIG to continue auditing risk
adjustment data. The Company also has received Civil Investigative Demands ("CIDs") from, and provided documents and
information to, the Civil Division of the DOJ in connection with investigations of the Company's identification and/or
submission of diagnosis codes related to risk adjustment payments, including patient chart review processes, under Parts C and
D of the Medicare program.
On January 30, 2023, CMS released the final rule concerning Part C contract-level Risk Adjustment Data Validation Audits
(the "RADV Audit Rule"). The RADV Audit Rule eliminated the application of a fee-for-service adjuster ("FFS Adjuster") in
contract-level RADV audits but continued the use of extrapolation in such audits of Medicare Advantage organizations. The
FFS Adjuster that was announced in 2012 was to be used by CMS to determine a permissible level of payment error. By
applying the FFS Adjuster, Medicare Advantage organizations would have been liable for repayments only to the extent that
their extrapolated payment errors exceeded the error rate in Original Medicare, which could have impacted the extrapolated
repayments to which Medicare Advantage organizations are subject. CMS is conducting RADV audits of Medicare Advantage
organizations, including the Company's Medicare Advantage plans, for payment year 2018 and subsequent payment years and
may use extrapolation without the application of a FFS Adjuster. The RADV Audit Rule may have potential adverse effects,
which could be material, on the Company's operating results, financial condition, and cash flows. CMS also has announced that
it will not conduct RADV audits on all contracts; instead, it will only audit contracts it believes are at the highest risk for
overpayments based on its statistical modeling. The RADV Audit Rule is subject to ongoing litigation and the outcome and
future impacts are uncertain.
In addition, state Medicaid agencies regularly audit, and state Attorneys General regularly investigate, the Company's
performance across all areas of its contractual obligations to the state to determine compliance and quality of services. The
Company may be subject to, among other penalties, significant fines, sanctions, corrective actions, and enrollment freezes
depending on the findings of these audits and reviews. The Company's ongoing performance and compliance with program
requirements can impact our ability to expand and retain Medicaid business. State Medicaid agencies are also increasingly
using the audit process to challenge the legality of PBM practices, such as guaranteed effective rate reconciliations with retail
pharmacies and transmission fees.
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Medicare Star Ratings
- A portion of each Medicare Advantage plan’s reimbursement is tied to the plan’s “star ratings.” The
star rating system considers a variety of measures adopted by CMS, including quality of preventative services, chronic illness
management, compliance and overall customer satisfaction. Only Medicare Advantage plans with an overall star rating of 4 or
more stars (out of 5 stars) are eligible for a quality bonus in their basic premium rates. The Company’s 2024 star ratings were
used to determine which of its Medicare Advantage plans have ratings of 4 stars or higher and qualify for bonus payments in
2025. Based on the 2024 ratings, 88% of the Company’s Medicare Advantage members are in 2025 Medicare Advantage plans
that are rated 4 stars or higher. Additionally, more than two out of three of the Company’s Medicare Advantage members are in
a 4.5-star plan for 2025. CMS also gives PDPs star ratings that affect each PDP’s enrollment. The Company’s PDP plans were
rated 3.5 stars for 2025. Medicare Advantage and PDP plans that are rated less than 3 stars for three consecutive years are
subject to contract termination by CMS. CMS continues to revise its star ratings system to make it harder to achieve 4 or more
stars. There can be no assurances that the Company will be successful in maintaining or improving its star ratings in future
years. Accordingly, the Company’s Medicare Advantage plans may not continue to be or become eligible for full level quality
bonuses, which could adversely affect the benefits such plans can offer, reduce membership and/or reduce profit margins.
Medicare Payment Rates
- In April 2024, CMS issued its final notice detailing final 2025 Medicare Advantage payment rates.
Based on CMS’ notice, Medicare Advantage rates resulted in an expected average increase in revenue for the Medicare
Advantage industry of 3.70%, which includes a risk score trend increase of 3.86%. Risk scores vary among Medicare
Advantage plans depending on the specific population served, so this increase does not represent an actual guaranteed payment
increase. Without including the risk score trend increase, the 2025 rates result in an expected average decrease in revenue for
the Medicare Advantage industry of 0.16%, though the rates may vary widely depending on the provider group and patient
demographics. On January 10, 2025, CMS issued an advance notice detailing proposed 2026 Medicare Advantage payment
rates. The 2026 Medicare Advantage rates, if finalized as proposed, will result in an expected average increase in revenue for
the Medicare Advantage industry of 4.33%, which includes a risk score trend increase of 2.10%. Without including the risk
score trend increase, the advance 2026 rates will result in an expected average increase in revenue for the Medicare Advantage
industry of 2.23%, though the rates may vary widely depending on the provider group and patient demographics. CMS intends
to publish the final 2026 rate announcement no later than April 7, 2025.
The Company faces a challenge from the impact of the increasing cost of medical care (including prescription medications),
changes to methodologies for determining payments and CMS local and national coverage decisions that require the Company
to pay for services and supplies that are not factored into the Company’s bids. The federal government may seek to impose
restrictions on the configuration of pharmacy or other provider networks for Medicare Advantage and/or PDP plans, or
otherwise restrict the ability of these plans to alter benefits, negotiate prices or establish other terms to improve affordability or
maintain viability of products. The Company currently believes that the payments it has received and will receive in the near
term are adequate to justify the Company’s continued participation in the Medicare Advantage and PDP programs, although
there are economic and political pressures to continue to reduce spending on the program, and this outlook could change.
340B Drug Pricing Program
- The 340B Drug Pricing Program, which is overseen by the HHS and the Health Resources and
Services Administration (“HRSA”), allows eligible Covered Entities to purchase prescription drugs from manufacturers at a
steep discount. In 2020, a number of pharmaceutical manufacturers began programs that limited Covered Entities’ participation
in the program through contract pharmacies arrangements. In May 2021, HRSA sent enforcement letters to multiple
manufacturers to curb these practices. In September 2021, HRSA forwarded the enforcement actions to the OIG for potential
imposition of civil monetary penalties. Those enforcement actions are currently subject to ongoing litigation. In addition,
several states continue to debate how pharmaceutical manufacturers must distribute and pay rebates to 340B covered entities
which is currently subject to ongoing litigation.
In November 2022, HRSA issued proposed rules that would overhaul the 340B Drug Pricing Programs administrative dispute
resolution process. The revisions are designed to make the process more accessible by making it more expeditious and less
formal, as well as more equitable by requiring fewer resources to participate. A reduction in Covered Entities’ participation in
contract pharmacy arrangements, as a result of the pending enforcement actions or otherwise, a reduction in the use of the
Company’s administrative services by Covered Entities, or a reduction in drug manufacturers’ participation in the program
could materially and adversely affect the Company.
Anti-Remuneration Laws
- Federal law prohibits, among other things, an entity from knowingly and willfully offering,
paying, soliciting or receiving, subject to certain exceptions and “safe harbors,” any remuneration to induce the referral of
individuals or the purchase, lease or order of items or services for which payment may be made under Medicare, Medicaid or
certain other federal and state health care programs. A number of states have similar laws, some of which are not limited to
services paid for with government funds. Sanctions for violating these federal and state anti-remuneration laws may include
23
imprisonment, criminal and civil fines, and exclusion from participation in Medicare, Medicaid and other federal and state
government-sponsored health care programs. Companies involved in public health care programs such as Medicare and/or
Medicaid are required to maintain compliance programs to detect and deter fraud, waste and abuse, and are often the subject of
fraud, waste and abuse investigations and audits. The Company has invested significant resources to comply with Medicare and
Medicaid program standards. Ongoing vigorous law enforcement and the highly technical regulatory scheme mean that the
Company's compliance efforts in this area will continue to require significant resources.
Antitrust and Unfair Competition
- The U.S. Federal Trade Commission ("FTC") investigates and prosecutes practices that
are "unfair trade practices" or "unfair methods of competition." Numerous lawsuits have been filed throughout the U.S against
pharmaceutical manufacturers, retail pharmacies and/or PBMs under various federal and state antitrust and unfair competition
laws challenging, among other things: (i) brand name drug pricing and rebate practices of pharmaceutical manufacturers, (ii) the
maintenance of retail or specialty pharmacy networks by PBMs, and (iii) various other business practices of PBMs and retail
pharmacies.
In July 2021, the FTC approved several resolutions that direct agency staff to use compulsory process, such as
subpoenas, to investigate seven specific enforcement priorities. Priority targets include, among other businesses, health care
businesses, such as pharmaceutical companies, pharmacy benefits managers and hospitals. To
the extent that the Company
appears to have actual or potential market power in a relevant market or CVS pharmacy, CVS specialty or MinuteClinic plays a
unique or expanded role in a Health Care Benefits or Health Services segment product offering, the Company's business
arrangements and uses of confidential information may be subject to heightened scrutiny from an anti-competitive perspective
and possible challenge by state and/or federal regulators and/or private parties.
Privacy and Confidentiality Requirements
- Many of the Company's activities involve the receipt, use and disclosure by the
Company of personally identifiable information ("PII") as permitted in accordance with applicable federal and state privacy and
data security laws, which require organizations to provide appropriate privacy and security safeguards for such information. In
addition to PII, the Company uses and discloses de-identified data for analytical and other purposes when permitted.
Additionally, there are industry standards for handling credit card data known as the Payment Card Industry Data Security
Standard, which are a set of requirements designed to help ensure that entities that process, store or transmit credit card
information maintain a secure environment. Certain states have incorporated these requirements into state laws or enacted other
requirements relating to the use and/or disclosure of PII.
The federal Health Insurance Portability and Accountability Act of 1996, as it has been amended from time to time, and the
regulations issued thereunder (collectively, "HIPAA"), impose extensive requirements on the way in which health plans,
providers, health care clearinghouses (known as "covered entities") and their business associates use, disclose and safeguard
protected health information ("PHI"). Criminal penalties and civil sanctions may be imposed for failing to comply with
HIPAA's privacy and security standards. In 2024, HIPAA was further amended to add additional rules requiring the
safeguarding of reproductive health records. The Company is taking appropriate measures to ensure it is in compliance with the
obligations created by this new rule.
In addition to HIPAA, state laws apply to the extent they are more protective of individual privacy than is HIPAA, including
laws that place stricter controls on the release of information relating to specific diseases or conditions, reproductive health
records and requirements to notify members of unauthorized release or use of or access to PHI. States also have adopted
regulations to implement provisions of the Financial Modernization Act of 1999 (also known as the Gramm-Leach-Bliley Act
("GLBA")) which generally require insurers, including health insurers, to provide customers with notice regarding how their
non-public personal health and financial information is used and the opportunity to "opt out" of certain disclosures before the
insurer shares such information with a non-affiliated third party. Like HIPAA, GLBA sets a "floor" standard, allowing states to
adopt more stringent requirements governing privacy protection. Complying with additional state requirements requires us to
make additional investments beyond those the Company has made to comply with HIPAA and GLBA.
There is also a continuing trend of states enacting more comprehensive privacy laws and regulations addressing consumer
rights to data access, deletion, protection or transparency, such as the California Consumer Privacy Act ("CCPA"). States also
are starting to issue regulations and proposed regulations specifically related to cybersecurity, such as the regulations issued by
the New York Department of Financial Services, as well as regulating use of artificial intelligence technologies. Complying
with conflicting cybersecurity regulations, which may differ from state to state, requires significant resources. In addition,
differing approaches to state privacy, cybersecurity and/or artificial intelligence regulation and varying enforcement
philosophies may significantly restrict the Company's ability to standardize its products and services across state lines. Widely-
reported large scale cyberattacks in the U.S. and abroad increase the likelihood that additional data security legislation will be
considered by additional states or by the federal government. These legislative and regulatory developments will impact the
design and operation of the Company's businesses, its privacy and security strategy and its web-based and mobile assets.
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Finally, each Public Exchange is required to adhere to privacy and security standards with respect to PII, and to impose privacy
and security standards that are at least as protective of PII as those the Public Exchange has implemented for itself or non-
Public Exchange entities, which include insurers offering plans through the Public Exchange and their designated downstream
entities, including PBMs and other business associates. These standards may differ from, and be more stringent than, HIPAA.
See Item 1C of this 10-K, "Cybersecurity," for more information on the Company's cybersecurity risk management and
governance.
Consumer Protection Laws
- The federal government has many consumer protection laws, such as the Federal Trade
Commission Act, the Federal Postal Service Act and the Consumer Product Safety Act. Most states also have similar consumer
protection laws and a growing number of states regulate subscription programs. In addition, the federal government and most
states have adopted laws and/or regulations requiring places of public accommodation, health care services and other goods and
services to be accessible to people with disabilities. These consumer protection and accessibility laws and regulations have been
the basis for investigations, lawsuits and multistate settlements relating to, among other matters, the marketing of loyalty
programs, and health care products and services, pricing accuracy, expired front store products, financial incentives provided by
drug manufacturers to pharmacies in connection with therapeutic interchange programs, disclosures related to how personal
data is used and protected and the accessibility of goods and services to people with disabilities. As a result of the Company's
direct-to-consumer activities, including mobile and web-based solutions offered to members and to other consumers, the
Company also is subject to federal and state regulations applicable to electronic communications and to other general consumer
protection laws and regulations. For example, the CCPA became effective in 2020, and additional federal and state regulation of
consumer privacy protection may be proposed or enacted in the future. The Company expects these new laws and regulations to
impact the design of its products and services and the management and operation of its businesses and to increase its
compliance costs.
Transparency in Coverage Rule
- In October 2020, the HHS, the U.S. Department of Labor ("DOL") and the U.S. Internal
Revenue Service ("IRS," and together with the HHS and DOL, the "Tri-Departments") released a final rule, referred to as the
Transparency in Coverage Rule, requiring health insurers to disclose negotiated prices of drugs, medical services, supplies and
other covered items. The rule requires group health plans and health insurance issuers in the individual and group markets to
disclose cost-sharing information upon request, to a participant, beneficiary, or enrollee and require plans and issuers to
publicly disclose in-network provider rates, historical out-of-network allowed amounts and the associated billed charges, and
negotiated rates and historical net prices for prescription drugs. Insurers are required to implement a consumer tool and disclose
data in a machine readable file. The Transparency in Coverage Rule's requirements related to prescription drug prices have yet
to be implemented, but once implemented, the public disclosure of insurer- or PBM-negotiated price concessions may result in
drug manufacturers lowering discounts or rebates, resulting in higher drug costs for patients and impacting the ability of the
Company to negotiate drug prices and provide competitive products and services to consumers. In addition, most group health
plans and issuers of group or individual health insurance coverage are required to offer an online price comparison tool
allowing for personalized pricing information to their participants, beneficiaries, and enrollees, including access by phone, or in
paper form, upon request. Cost estimates must be provided in real-time based on cost-sharing information that is accurate at the
time of the request.
The Consolidated Appropriations Act of 2021 was signed into law in December 2020 and contains further transparency
provisions requiring group health plans and health insurance issuers to report, on an annual basis, certain prescription drug
costs, overall spending on health services and prescription drugs, and information about premiums and the impact of rebates
and other remuneration on premiums and out-of-pocket costs to the Tri-Departments.
Telemarketing and Other Outbound Contacts
- Certain federal and state laws, such as the Telephone Consumer Protection
Act and the Telemarketing Sales Rule, give the FTC, the Federal Communications Commission and state Attorneys General the
ability to regulate, and bring enforcement actions relating to, telemarketing practices and certain automated outbound contacts
such as phone calls, texts or emails. Under certain circumstances, these laws provide consumers with a private right of action.
Violations of these laws could result in substantial statutory penalties and other sanctions.
Pharmacy and Professional Licensure and Regulation
- The Company is subject to a variety of intersecting federal and state
statutes and regulations that govern the wholesale distribution of drugs; operation of retail, specialty, infusion, LTC and mail
order pharmacies; licensure of facilities and professionals, including pharmacists, technicians, nurses and other health care
professionals; registration of facilities with the U.S. Drug Enforcement Administration (the "DEA") and analogous state
agencies that regulate controlled substances; packaging, storing, shipping and tracking of pharmaceuticals; repackaging of drug
products; labeling, medication guides and other consumer disclosures; interactions with prescribers and health care
professionals; compounding of prescription medications; dispensing of controlled and non-controlled substances; counseling of
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patients; transfers of prescriptions; advertisement of prescription products and pharmacy services; security; inventory control;
recordkeeping; reporting to Boards of Pharmacy, the U.S. Food and Drug Administration (the "FDA"), the U.S. Consumer
Product Safety Commission, the DEA and related state agencies; and other elements of pharmacy practice. Pharmacies are
highly regulated and have contact with a wide variety of federal, state and local agencies with various powers to investigate,
inspect, audit or solicit information, including Boards of Pharmacy and Nursing, the DEA, the FDA, the DOJ, HHS and others.
Many of these agencies have broad enforcement powers, conduct audits on a regular basis, can impose substantial fines and
penalties, and may revoke the license, registration or program enrollment of a facility or professional.
Telehealth Laws -
States generally require providers providing professional health care services, whether in person or via
telehealth, to a patient residing within the state to be licensed in that state. States have established a variety of licensing and
other regulatory requirements around the provision of telehealth services. These requirements vary from state to state. Many
states require notification of certain material events be provided to the applicable licensing agency. In addition, there are federal
telehealth
requirements
applicable to
Medicare and
state program specific requirements
applicable to
Medicaid.
The Company
has established systems for ensuring that its providers are appropriately licensed under applicable state law and that their
provision of telehealth service to patients with whom we interact occurs in compliance with applicable laws and regulations.
Failure to comply with these laws and regulations could result in licensure actions against the providers as well as civil,
criminal or administrative penalties against the providers and/or entities engaging the services of the providers.
State Insurance, HMO and Insurance Holding Company Regulation -
A number of states regulate affiliated groups of
insurers and HMOs such as the Company under holding company statutes. These laws may, among other things, require prior
regulatory approval of dividends and material intercompany transfers of assets and transactions between the regulated
companies and their affiliates, including their parent holding companies. The Company expects the states in which its insurance
and HMO subsidiaries are licensed to continue to expand their regulation of the corporate governance and internal control
activities of its insurance companies and HMOs. Changes to state insurance, HMO and/or insurance holding company laws or
regulations or changes to the interpretation of those laws or regulations, including due to regulators' increasing concerns
regarding insurance company and/or HMO solvency due, among other things, to past and expected payor insolvencies, could
negatively affect the Company's businesses in various ways, including through increases in solvency fund assessments,
requirements that the Company hold greater levels of capital and/or delays in approving dividends from regulated subsidiaries.
PBM offerings of prescription drug coverage under certain risk arrangements may be subject to laws and regulations in various
states. Such laws may require that the party at risk become licensed as an insurer, establish reserves or otherwise demonstrate
financial viability. Laws that may apply in such cases include insurance laws and laws governing MCOs and limited prepaid
health service plans. In addition, most states require that PBMs become directly registered or licensed with the department of
insurance or similar government oversight agency regardless of any arrangements they have with clients. PBM licensure laws
may include oversight of certain PBM activities and operations and may include auditing of those activities.
The states of domicile of the Company's regulated subsidiaries have statutory risk-based capital ("RBC") requirements for
health and other insurance companies and HMOs based on the National Association of Insurance Commissioners' (the
"NAIC") Risk-Based Capital for Insurers Model Act (the "RBC Model Act"). These RBC requirements are intended to assess
the capital adequacy of life and health insurers and HMOs, taking into account the risk characteristics of a company's
investments and products. The RBC Model Act sets forth the formula for calculating RBC requirements, which are designed to
take into account asset risks, insurance risks, interest rate risks and other relevant risks with respect to an individual company's
business. In general, under these laws, an insurance company or HMO must submit a report of its RBC level to the insurance
department or insurance commissioner of its state of domicile for each calendar year. At December 31, 2024, all of the
Company's insurance and HMO subsidiaries were above the RBC level that would require regulatory action.
For information regarding restrictions on certain payments of dividends or other distributions by the Company's HMO and
insurance company subsidiaries, see Note 14 ''Shareholders' Equity'' included in Item 8 of this 10-K.
The holding company laws for the states of domicile of certain of the Company's subsidiaries also restrict the ability of any
person to obtain control of an insurance company or HMO without prior regulatory approval. Under those statutes, without such
approval (or an exemption), no person may acquire any voting security of an insurance holding company (such as the
Company's ultimate parent company, CVS Health Corporation) that controls an insurance company or HMO, or merge with
such a holding company, if as a result of such transaction such person would control the insurance holding company. Control is
generally defined as the direct or indirect power to direct or cause the direction of the management and policies of a person and
is presumed to exist if a person directly or indirectly owns or controls 10% or more of the voting securities of another person.
26
Certain states have laws that prohibit submitting a false claim or making a false record or statement in order to secure
reimbursement from an insurance company. These state laws vary, and violation of them may lead to the imposition of civil or
criminal penalties.
Government Agreements and Mandates
- From time to time, the Company and/or its various affiliates are subject to certain
consent decrees, settlement and other agreements, corrective action plans and corporate integrity agreements with various
federal, state and local authorities relating to such matters as privacy practices, controlled substances, PDPs, expired products,
environmental and safety matters, marketing and advertising practices, PBM, LTC and other pharmacy operations and various
other business practices. Certain of these agreements contain ongoing reporting, monitoring and/or other compliance
requirements for the Company. Failure to meet the Company's obligations under these agreements could result in civil or
criminal remedies,
financial penalties,
administrative remedies,
and/or
exclusion
from participation
in
federal health
care
programs.
Environmental and Safety Regulation
- The Company's businesses are subject to various federal, state and local laws,
regulations and other requirements pertaining to protection of the environment, public health and employee safety, including,
for example, regulations governing the management of hazardous substances, the cleaning up of contaminated sites, and the
maintenance of safe working conditions in the Company's retail locations, distribution centers and other facilities.
Governmental agencies at the federal, state and local levels continue to focus on the retail and health care sectors' compliance
with such laws and regulations, and have at times pursued enforcement activities. Any failure to comply with these regulations
could result in fines or other sanctions by government authorities.
ERISA Regulation
- The Employee Retirement Income Security Act of 1974 ("ERISA"), provides for comprehensive federal
regulation of certain employee pension and benefit plans, including private employer and union sponsored health plans and
certain other plans that contract with us to provide PBM services. In general, the Company assists plan sponsors in the
administration of their health benefit plans, including the prescription drug benefit portion of those plans, in accordance with
the plan designs adopted by the plan sponsors. In addition, the Company may have fiduciary duties where it has specifically
contracted with a plan sponsor to accept limited fiduciary responsibility, such as for the adjudication of initial prescription drug
benefit claims and/or the appeals of denied claims under a plan. In addition to its fiduciary provisions, ERISA imposes civil and
criminal liability on service providers to health plans and certain other persons if certain forms of illegal remuneration are made
or received. These provisions of ERISA are broadly written and their application to specific business practices is often
uncertain.
Some of the Company's health and related benefits and large case pensions products and services and related fees also are
subject to potential issues raised by judicial interpretations relating to ERISA. Under those interpretations, together with DOL
regulations, the Company may have ERISA fiduciary duties with respect to medical members, PBM members and/or certain
general account assets held under contracts that are not guaranteed benefit policies. As a result, certain transactions related to
those general account assets are subject to conflict of interest and other restrictions, and the Company must provide certain
disclosures to policyholders annually. The Company must comply with these restrictions or face substantial penalties.
Preemption
- ERISA generally preempts most state and local laws that relate to employee benefit plans, but the extent of the
preemption continues to be reviewed by courts, including the U.S. Supreme Court. For example, in December 2020, the U.S.
Supreme Court upheld an Arkansas law that, among other things, mandates a particular pricing methodology, establishes an
appeals process for a pharmacy when the reimbursement is below the pharmacy's acquisition cost, permits a pharmacy to
reverse and rebill if they cannot procure the drug from its wholesaler at a price equal to or less than the reimbursement rate,
prohibits a PBM from reimbursing a pharmacy less than the amount it reimburses an affiliate on a per unit basis, and permits a
pharmacy to decline to dispense if the reimbursement is lower than the pharmacy's acquisition cost. Subsequently, in
November 2021, the U.S. Court of Appeals for the Eighth Circuit upheld a North Dakota law that regulates employer-sponsored
ERISA health plans and certain PBM practices within Medicare. The U.S. Court of Appeals for the Tenth Circuit overturned a
lower district court in Oklahoma and affirmed that the Oklahoma Insurance Department could not enforce a state law against
PBMs that contained provisions that alter and limit some of the options that an ERISA plan can use and decided that the
Oklahoma law was preempted by ERISA and, in part, by Medicare Part D. The Oklahoma Attorney General has filed a writ of
certiorari with the U.S. Supreme Court to have the case heard during the next term.
Other Legislative Initiatives and Regulatory Initiatives
- The U.S. federal and state governments, as well as governments in
other countries where the Company does business, continue to enact and seriously consider many broad-based legislative and
regulatory proposals that have had a material impact on or could materially impact various aspects of the health care and related
benefits system and the Company's businesses, operating results and/or cash flows. For example:
27
•
Under the Budget Control Act of 2011 and the American Taxpayer Relief Act of 2012 significant, automatic across-the-
board budget cuts (known as sequestration) began in March 2013, including Medicare spending cuts of not more than 2%
of total program costs per year through 2024. Since then, Congress has extended and modified the Medicare sequester a
number of times. The CARES Act temporarily suspended the Medicare sequester and extended mandatory sequestration to
2030. In July 2022, the 2% Medicare sequester resumed. Significant uncertainty remains as to whether and how the U.S.
Congress will proceed with actions that create additional federal revenue and/or with entitlement reform. The Company
cannot predict future federal Medicare or federal or state Medicaid funding levels or the impact that future federal or state
budget actions or entitlement program reform, if it occurs, will have on the Company's businesses, operations or operating
results, but the effects could be materially adverse, particularly on the Company's Medicare and/or Medicaid revenues,
MBRs and operating results.
•
The European Union's ("EU's") General Data Protection Regulation ("GDPR") began to apply across the EU during 2018.
•
Other significant legislative and/or regulatory measures which are or recently have been under consideration include the
following:
•
Increasing the corporate tax rate.
•
Eliminating payment of manufacturer's rebates on prescription drugs to PBMs, PDPs and Managed Medicaid
organizations in connection with federally funded health care programs.
•
Imposing requirements and restrictions on the design and/or administration of pharmacy benefit plans offered by
the Company's and its clients' health plans and/or its PBM clients and/or the services the Company provides to
those clients, including prohibiting "differential" or "spread" pricing in PBM contracts; restricting or eliminating
the use of formularies for prescription drugs; restricting the Company's ability to require members to obtain drugs
through a home delivery or specialty pharmacy; restricting the Company's ability to place certain specialty or
other drugs in the higher cost tiers of its pharmacy formularies; restricting the Company's ability to make changes
to drug formularies and/or clinical programs; limiting or eliminating rebates on pharmaceuticals; requiring the use
of up front purchase price discounts on pharmaceuticals in lieu of rebates; restricting the Company's ability to
configure and reimburse its health plan and retail pharmacy provider networks, including use of CVS pharmacy
locations; and mandating client use of PBM compensation structures based on flat, fee-for-service or "bona fide
service fee" arrangements instead of value-based designs or eliminating the use of certain drug pricing
methodologies.
•
Broader application of state insurance- and PBM-related laws to national and multi-state plans that cover residents
of
that state.
•
Increasing federal or state government regulation of, or involvement in, the pricing and/or purchasing of drugs,
including Glucagon-like peptide 1 ("GLP-1") drugs.
•
Restricting the Company's ability to limit providers' participation in its networks and/or remove providers from
its networks by imposing network adequacy requirements or otherwise (including in its Medicare and Commercial
Health Care Benefits products).
•
Imposing assessments on (or to be collected by) health plans or health carriers that may or may not be passed
through to their customers. These assessments may include assessments for insolvency, the uninsured,
uncompensated care, Medicaid funding or defraying health care provider medical malpractice insurance costs.
•
Mandating coverage by the Company's and its clients' health plans for additional conditions and/or specified
procedures, drugs or devices (e.g., high cost pharmaceuticals, experimental pharmaceuticals and oral
chemotherapy regimens).
•
Regulating
electronic connectivity.
•
Mandating or regulating the disclosure of provider fee schedules, manufacturer's rebates and other data about the
Company's payments to providers and/or payments the Company receives from pharmaceutical manufacturers.
•
Mandating or regulating disclosure of provider outcome and/or efficiency information.
•
Prescribing or limiting members' financial responsibility for health care or other covered services they utilize,
including restricting "surprise" bills by providers and by specifying procedures for resolving "surprise" bills.
•
Prescribing payment levels for health care and other covered services rendered to the Company's members by
providers who do not have contracts with the Company.
•
Assessing the medical device status of home infusion therapy products and/or solutions, mobile consumer
wellness tools and clinical decision support tools, which may require compliance with FDA requirements in
relation to some of these products, solutions and/or tools.
•
Restricting the ability of employers and/or health plans to establish or impose member financial responsibility.
•
Proposals to expand benefits under Original Medicare.
28
•
Amending or supplementing ERISA to impose greater requirements on PBMs or the administration of employer-
funded benefit plans or limit the scope of current ERISA pre-emption, which would among other things expose
the Company and other health plans to expanded liability for punitive and other extra-contractual damages and
additional state regulation.
•
Amending the Mental Health Parity and Addiction Equity Act to add additional provisions that could significantly
increase compliance requirements.
•
Eliminating enhanced premium tax credits, which could impact consumers ability to choose individual coverage
on the Exchange
.
It is uncertain whether the Company can counter the potential adverse effects of such potential legislation or regulation on its
operating results or cash flows, including whether it can recoup, through higher premium rates, expanded membership or other
measures, the increased costs of mandated coverage or benefits, assessments, fees, taxes or other increased costs, including the
cost of modifying its systems to implement any enacted legislation or regulations.
The Company's businesses also may be affected by other legislation and regulations. The Dodd-Frank Wall Street Reform and
Consumer Protection Act creates incentives for whistleblowers to speak directly to the government rather than utilizing internal
compliance programs and reduces the burden of proof under the Foreign Corrupt Practices Act of 1977 (the "FCPA"). There
also are laws and regulations that set standards for the escheatment of funds to states.
Health savings accounts, health reimbursement arrangements and flexible spending accounts and certain of the tax, fee and
subsidy provisions of the ACA also are regulated by the U.S. Department of the Treasury and the IRS.
The Company also may be adversely affected by court and regulatory decisions that expand or revise the interpretations of
existing statutes and regulations or impose medical malpractice or bad faith liability. Federal and state courts, including the U.S.
Supreme Court, continue to consider cases, and federal and state regulators continue to issue regulations and interpretations,
addressing bad faith liability for denial of medical claims, the scope of ERISA's fiduciary duty requirements, the scope of the
False Claims Act and the pre-emptive effect of ERISA and Medicare Part D on state laws.
Contract Audits
- The Company is subject to audits of many of its contracts, including its PBM client contracts, its PBM
rebate contracts, its PBM network contracts, its contracts relating to Medicare Advantage and/or Medicare Part D, the
agreements the Company's pharmacies enter into with other payors, its Medicaid contracts and its customer contracts. Because
some of the Company's contracts are with state or federal governments or with entities contracted with state or federal agencies,
audits of these contracts are often regulated by the federal or state agencies responsible for administering federal or state
benefits programs, including those which operate Medicaid fee for service plans, Managed Medicaid plans, Medicare Part D
plans or Medicare Advantage organizations.
Federal Employee Health Benefits Program
- The Company's subsidiaries contract with the Office of Personnel
Management (the "OPM") to provide managed health care services under the FEHB program in their service areas. These
contracts with the OPM and applicable government regulations establish premium rating arrangements for this program. In
addition to other requirements, such as the Transparency in Coverage Rule note above, OPM regulations require that
community-rated FEHB plans meet a FEHB program-specific minimum MLR by plan code and market. Managing to these
rules is complicated by the simultaneous application of the minimum MLR standards and associated premium rebate
requirements of the ACA. The Company also has a contractual arrangement with carriers for the FEHB program, such as the
BlueCross BlueShield Association, to provide pharmacy services to federal employees, postal workers, annuitants, and their
dependents under the Government-wide Service Benefit Plan, as authorized by the FEHB Act and as part of the FEHB
program. Additionally, the Company manages certain FEHB plans on a "cost-plus" basis. These arrangements subject the
Company to certain aspects of the FEHB Act, and other federal regulations, such as the FEHB Acquisition Regulation, that
otherwise would not be applicable to the Company. The OPM also is auditing the Company and its other contractors to, among
other things, verify that plans meet their applicable FEHB program-specific MLR and the premiums established under the
OPM's Insured contracts and costs allocated pursuant to the OPM's cost-based contracts are in compliance with the
requirements of the applicable FEHB program. The OPM may seek premium refunds or institute other sanctions against the
Company if it fails to comply with the FEHB program requirements.
Clinical Services Regulation
- The Company provides clinical services to health plans, PBMs and providers for a variety of
complex and common medical conditions, including arranging for certain members to participate in disease management
programs. State laws regulate the practice of medicine, the practice of pharmacy, the practice of nursing and certain other
29
clinical activities. Clinicians engaged in a professional practice in connection with the provision of clinical services must satisfy
applicable state licensing
requirements
and
must act within
their
scope of
practice.
Third Party Administration and Other State Licensure Laws
- Many states have licensure or registration laws governing
certain types of administrative organizations, such as PPOs, TPAs and companies that provide utilization review services.
Several states also have licensure or registration laws governing the organizations that provide or administer consumer card
programs (also known as cash card or discount card programs).
International Regulation -
The Company previously held insurance licenses in several foreign jurisdictions (the United
Kingdom, Ireland, Singapore and Hong Kong) but these have been cancelled following the transfer of its insurance business in
those jurisdictions to a third party. The Company is also in the process of closing down its remaining insurance operations
outside of the Americas.
The Company's international operations, including its remaining international insurance operations until they are closed down,
are subject to different, and sometimes more stringent, legal and regulatory requirements, which vary widely by jurisdiction,
including anti-corruption laws; economic sanctions laws; various privacy, insurance, tax, tariff and trade laws and regulations;
corporate governance, privacy, data protection (including the EU's General Data Protection Regulation which began to apply
across the EU during 2018), data mining, data transfer, labor and employment, intellectual property, consumer protection and
investment laws and regulations; discriminatory licensing procedures; compulsory cessions of reinsurance; required localization
of records and funds; higher premium and income taxes; limitations on dividends and repatriation of capital; and requirements
for local participation in an insurer's ownership. In addition, the presence of operations in foreign countries potentially
increases the Company's exposure to the anti-bribery, anti-corruption and anti-money laundering provisions of U.S. law,
including the FCPA, and corresponding foreign laws, including the U.K. Bribery Act 2010 (the "UK Bribery Act").
Anti-Corruption Laws
- The FCPA prohibits offering, promising or authorizing others to give anything of value to a foreign
government official to obtain or retain business or otherwise secure a business advantage. The Company also is subject to
applicable anti-corruption laws of the jurisdictions in which it operates. In many countries outside the U.S., health care
professionals are employed by the government. Therefore, the Company's dealings with them are subject to regulation under
the FCPA. Violations of the FCPA and other anti-corruption laws may result in severe criminal and civil sanctions as well as
other penalties, and there continues to be a heightened level of FCPA enforcement activity by the SEC and the DOJ. The UK
Bribery Act is an anti-corruption law that is broader in scope than the FCPA and applies to all companies with a nexus to the
United Kingdom. Disclosures of FCPA violations may be shared with the UK authorities, thus potentially exposing companies
to
liability
and
potential penalties
in
multiple jurisdictions.
Anti-Money Laundering Regulations
- Certain lines of the Company's businesses are subject to Treasury anti-money
laundering regulations. Those lines of business have implemented anti-money laundering policies designed to ensure their
compliance with the regulations. The Company also is subject to anti-money laundering laws in non-U.S. jurisdictions where it
operates.
Office of Foreign Assets Control
- The Company also is subject to regulation by the Office of Foreign Assets Control of the
U.S. Department of Treasury ("OFAC"). OFAC administers and enforces economic and trade sanctions based on U.S. foreign
policy and national security goals against targeted foreign countries and regimes, terrorists, international narcotics traffickers,
those engaged in activities related to the proliferation of weapons of mass destruction, and other threats to the national security,
foreign policy or economy of the U.S. In addition, the Company is subject to similar regulations in the non-U.S. jurisdictions in
which it operates.
FDA Regulation -
The FDA regulates the Company's compounding pharmacy and clinical research operations. The FDA also
generally has authority to, among other things, regulate the manufacture, distribution, sale and labeling of medical devices
(including hemodialysis devices such as the device the Company is developing and mobile medical devices) and many products
sold through retail pharmacies, including prescription drugs, over-the-counter medications, cosmetics, dietary supplements and
certain food items. In addition, the FDA regulates the Company's activities as a distributor of store brand products.
30
Laws and Regulations Related to the Health Care Benefits Segment
In addition to the laws and regulations discussed above that may affect multiple segments of the Company's business, the
Company is subject to federal, state, local and international statutes and regulations, as well as government program contracts,
governing
its
Health
Care Benefits
segment specifically.
Overview
- Differing approaches to state insurance regulation and varying enforcement philosophies may materially and
adversely affect the Company's ability to standardize its Health Care Benefits products and services across state lines. These
laws and regulations, including the ACA, restrict how the Company conducts its business and result in additional burdens and
costs to the Company. Significant areas of governmental regulation include premium rates and rating methodologies,
underwriting rules and procedures, required benefits, sales and marketing activities, provider rates of payment, restrictions on
health plans' ability to limit providers' participation in their networks and/or remove providers from their networks and
financial condition (including reserves and minimum capital or risk based capital requirements). These laws and regulations are
different in each jurisdiction and vary from product to product.
Each health insurer and HMO must file periodic financial and operating reports with the states in which it does business. In
addition, health insurers and HMOs are subject to state examination and periodic license renewal. Applicable laws also restrict
the ability of the Company's regulated subsidiaries to pay dividends, and certain dividends require prior regulatory approval. In
addition, some of the Company's businesses and related activities may be subject to PPO, MCO, utilization review or TPA-
related licensure requirements and regulations. These licensure requirements and regulations differ from state to state, but may
contain provider network, contracting, product and rate, financial and reporting requirements. There also are laws and
regulations that set specific standards for the Company's delivery of services, payment of claims, fraud prevention, protection
of consumer health information, and payment for covered benefits and services.
Required Regulatory Approvals
- The Company must obtain and maintain regulatory approvals to price, market and
administer many of its Health Care Benefits products. Supervisory agencies, including CMS, the Center for Consumer
Information and Insurance Oversight and the DOL, as well as state health, insurance, managed care and Medicaid agencies,
have broad authority to take one or more of the following actions:
•
Grant, suspend and revoke the Company's licenses to transact business;
•
Suspend or exclude the Company from participation in government programs;
•
Suspend or limit the Company's authority to market products;
•
Regulate many aspects of the products and services the Company offers, including the pricing and underwriting of many of
its products and services;
•
Assess damages, fines and/or penalties;
•
Terminate the Company's contract with the government agency and/or withhold payments from the government agency to
the Company;
•
Impose retroactive adjustments to premiums and require the Company to pay refunds to the government, customers and/or
members;
•
Restrict the Company's ability to conduct acquisitions or dispositions;
•
Require the Company to maintain minimum capital levels in its subsidiaries and monitor its solvency and reserve
adequacy;
•
Regulate the Company's investment activities on the basis of quality, diversification and other quantitative criteria; and/or
•
Exclude the Company's plans from participating in Public Exchanges if they are deemed to have a history of
"unreasonable" premium rate increases or fail to meet other criteria set by HHS or the applicable state.
The Company's operations, current and past business practices, current and past contracts, and accounts and other books and
records are subject to routine, regular and special investigations, audits, examinations and reviews by, and from time to time the
Company receives subpoenas and other requests for information from, federal, state and international supervisory and
enforcement agencies, Attorneys General and other state, federal and international governmental authorities and legislators.
Commercial Product Pricing and Underwriting Restrictions
- Pricing and underwriting regulation by states limits the
Company's underwriting and rating practices and those of other health insurers, particularly for small employer groups, and
varies by state. In general, these limitations apply to certain customer segments and limit the Company's ability to set prices for
new or renewing groups, or both, based on specific characteristics of the group or the group's prior claim experience. In some
31
states, these laws and regulations restrict the Company's ability to price for the risk it assumes and/or reflect reasonable costs in
the Company's pricing.
The ACA expanded the premium rate review process by, among other things, requiring the Company's Commercial Insured
rates to be reviewed for "reasonableness" at either the state or the federal level. HHS established a federal premium rate review
process that generally applies to proposed premium rate increases equal to or exceeding a federally (or lower state) specified
threshold. HHS's rate review process imposes additional public disclosure requirements as well as additional review on filings
requesting premium rate increases equal to or exceeding this "reasonableness" threshold. These combined state and federal
review requirements may prevent, further delay or otherwise affect the Company's ability to price for the risk it assumes, which
could adversely affect its MBRs and operating results, particularly during periods of increased utilization of medical services
and/or medical cost trend or when such utilization and/or trend exceeds the Company's projections.
The ACA also specifies minimum MLRs of 85% for large group Commercial products and 80% for individual and small group
Commercial products. Because the ACA minimum MLRs are structured as "floors" for many of their requirements, states have
the latitude to enact more stringent rules governing these restrictions. For Commercial products, states have and may adopt
higher minimum MLR requirements, use more stringent definitions of "medical loss ratio," incorporate minimum MLR
requirements into prospective premium rate filings, require prior approval of premium rates or impose other requirements
related to minimum MLR. Minimum MLR requirements and similar actions further limit the level of margin the Company can
earn in its Insured Commercial products while leaving the Company exposed to medical costs that are higher than those
reflected in its pricing. The Company also may be subject to significant fines, penalties, premium refunds and litigation if it
fails to comply with minimum MLR laws and regulations.
In addition, the Company requested increases in its premium rates in its Commercial Health Care Benefits business for 2025
and expects to request future increases in those rates in order to adequately price for projected medical cost trends, required
expansions of coverage and rating limits, and significant assessments, fees and taxes imposed by the federal and state
governments, including as a result of the ACA. The Company's rates also must be adequate to reflect adverse selection in its
products, particularly in small group Commercial products. These rate increases may be significant and thus heighten the risks
of adverse publicity, adverse regulatory action and adverse selection and the likelihood that the Company's requested premium
rate increases will be denied, reduced or delayed, which could lead to operating margin compression.
Many of the laws and regulations governing the Company's pricing and underwriting practices also limit the differentials in
premium rates insurers and other carriers may charge between new and renewal business, and/or between groups based on
differing characteristics. They may also require that carriers disclose to customers the basis on which the carrier establishes new
business and renewal premium rates and limit the ability of a carrier to terminate customers' coverage.
Federal and State Reporting
- The Company is subject to extensive financial and business reporting requirements, including
penalties for inaccuracies and/or omissions, at both the federal and state level. The Company's ability to comply with certain of
these requirements depends on receipt of information from third parties that may not be readily available or reliably provided in
all instances. The Company is and will continue to be required to modify its information systems, dedicate significant resources
and incur significant expenses to comply with these requirements. However, the Company cannot eliminate the risks of
unavailability of or errors in its reports.
Product Design and Administration and Sales Practices
- State and/or federal regulatory scrutiny of health care benefit
product design and administration and marketing and advertising practices, including the filing of insurance policy forms, the
adequacy of provider networks, the accuracy of provider directories, and the adequacy of disclosure regarding products and
their administration, is increasing as are the penalties being imposed for inappropriate practices. Medicare, Medicaid and dual
eligible products and products offering more limited benefits in particular continue to attract increased regulatory scrutiny.
Guaranty Fund Assessments/Solvency Protection
- Under guaranty fund laws existing in all states, insurers doing business in
those states can be assessed (in most states up to prescribed limits) for certain obligations of insolvent insurance companies to
policyholders and claimants. The life and health insurance guaranty associations in which the Company participates that operate
under these laws respond to insolvencies of long-term care insurers as well as health insurers. The Company's assessments
generally are based on a formula relating to the Company's health care premiums in the state compared to the premiums of
other insurers. Certain states allow assessments to be recovered over time as offsets to premium taxes. Some states have similar
laws relating to HMOs and/or other payors such as not-for-profit consumer governed health plans established under the ACA.
While historically the Company has ultimately recovered more than half of guaranty fund assessments through statutorily
permitted premium tax offsets, significant increases in assessments could lead to legislative and/or regulatory actions that limit
future offsets.
32
Laws and Regulations Related to the Health Services Segment
In addition to the laws and regulations discussed above that may affect multiple segments of the Company's business, the
Company is subject to federal, state and local statutes and regulations governing the operation of its Health Services segment
specifically. Among these are the following:
PBM Laws and Regulation
- Legislation and/or regulations seeking to regulate PBM activities in a comprehensive manner
have been proposed or enacted in a majority of states. This legislation could adversely affect the Company's ability to conduct
business on commercially reasonable terms in states where the legislation is in effect and the Company's ability to standardize
its PBM products and services across state lines. In addition, certain quasi-regulatory organizations, including the National
Association of Boards of Pharmacy, the NAIC and the National Council of Insurance Legislators, have issued model
regulations or may propose future regulations concerning PBMs and/or PBM activities. Similarly, credentialing organizations
such as URAC have established voluntary standards regarding PBM, mail order pharmacy and/or specialty pharmacy activities.
While the actions of these quasi-regulatory or standard-setting organizations do not have the force of law, they may influence
states to adopt their requirements or recommendations and influence client requirements for PBM, mail order pharmacy and/or
specialty pharmacy services. Moreover, any standards established by these organizations could also impact the Company's
health plan clients and/or the services provided to those clients and/or the Company's health plans.
The Company's PBM activities also are regulated directly and indirectly at the federal and state levels, including being subject
to the False Claims Act and state false claims acts and the AKS and state anti-kickback laws. These laws and regulations
govern, and proposed legislation and regulations may govern and/or further restrict, critical PBM practices, including
disclosure, receipt and retention of rebates and other payments received from pharmaceutical manufacturers; use of,
administration of and/or changes to drug formularies, maximum allowable cost ("MAC") list pricing, average wholesale prices
("AWP") and/or clinical programs; the offering to plan sponsors of pricing that includes retail network "differential" or
"spread" (i.e., a difference between the drug price charged to the plan sponsor by a PBM and the price paid by the PBM to the
dispensing provider); reconciliation to pricing guarantees; disclosure of data to third parties; drug UM practices; the level of
duty a PBM owes its customers; configuration of pharmacy networks; the operations of the Company's pharmacies (including
audits of its pharmacies); disclosure of negotiated provider reimbursement rates; disclosure of fees associated with
administrative service agreements and patient care programs that are attributable to members' drug utilization; and registration
or licensing of PBMs. Failure by the Company or one of its PBM services suppliers to comply with these laws or regulations
could result in material fines and/or sanctions and could have a material adverse effect on the Company's operating results and/
or cash flows.
The Company's PBM service contracts, including those in which the Company assumes certain risks under performance
guarantees or similar arrangements, are generally not subject to insurance regulation by the states. However, state departments
of insurance are increasing their oversight of PBM activities due to legislation passing in nearly all states requiring PBMs to
register or obtain a license with the department, authorizing agencies to conduct market conduct examinations and other audits
of our licensed entities. In addition, rulemaking in a number of states expands the underlying statutory law particularly with
respect to the scope of application to pharmacy appeals and reimbursement, transparency reporting, PBM compensation,
network design, member cost sharing and pharmacy audits.
Pharmacy Network Access Legislation
- Medicare Part D and a majority of states now have some form of legislation
affecting the Company's (and its health plans' and its health plan clients') ability to limit access to a pharmacy provider
network or remove pharmacy network providers. For example, certain "any willing provider" legislation may require the
Company or its clients to admit a nonparticipating pharmacy if such pharmacy is willing and able to meet the plan's price and
other applicable terms and conditions for network participation. These laws could negatively affect the services and economic
benefits achievable through a limited pharmacy provider network. Several states apply these laws to the administration of plans
that are not typically subject to such laws,
e.g.
national and multi-state ERISA self-funded plans. Also, a majority of states have
some form of legislation affecting the Company's ability (and the Company's and its client health plans' ability) to conduct
audits of network pharmacies regarding claims submitted to the Company for payment. These laws could negatively affect the
Company's ability to recover overpayments of claims submitted by network pharmacies that the Company identifies through
pharmacy audits. Finally, several states have passed legislation that limits the ability of PBMs and health insurers to provide
special benefit structures for use with affiliated pharmacies, which could result in reduced savings to clients and consumers.
Pharmacy Pricing Legislation
- Multiple states have passed legislation regulating the Company's ability to manage pricing
practices, including mandated pharmacy reimbursement rates and the collection of transmission fees. A number of states have
also established MACs for generic prescription drugs. MAC methodology is a common cost management practice used by
33
private and public payors (including CMS) to pay pharmacies for dispensing generic prescription drugs. MAC prices specify
the allowable reimbursement by a PBM for a particular strength and dosage of a generic drug that is available from multiple
manufacturers but sold at different prices. State legislation can regulate the disclosure of MAC prices and MAC price
methodologies, the kinds of drugs that a PBM can pay for at a MAC price, and the rights of pharmacies to appeal a MAC price
established by a PBM. Some states now require the PBM to reimburse a pharmacy's actual acquisition cost. These laws could
negatively affect the Company's ability to establish MAC prices for generic drugs. Additionally, some states have passed
legislation that would restrict certain types of retroactive reconciliation or recoupment from pharmacies in the network or create
a reimbursement benchmark mandate, such as the national average drug acquisition cost and/or the wholesale acquisition cost
("WAC"), plus a set dispensing fee, for pharmacies in the network.
Formulary and Plan Design Regulation
- A number of government entities regulate the administration of prescription drug
benefits. HHS regulates how Medicare Part D formularies are developed and administered, including requiring the inclusion of
all drugs in certain classes and categories, subject to limited exceptions. Under the ACA, CMS imposes drug coverage
requirements for health plans required to cover essential health benefits, including plans offered through federal or state Public
Exchanges. Additionally, the NAIC and health care accreditation agencies like NCQA and URAC have developed model acts
and standards for formulary development that are often incorporated into government requirements. Many states regulate the
scope of prescription drug coverage, as well as the delivery channels to receive prescriptions, for insurers, MCOs and Medicaid
managed care plans. The increasing government regulation of formularies could significantly affect the Company's ability to
develop and administer formularies, pharmacy networks and other plan design features. Similarly, some states prohibit health
plan sponsors from implementing certain restrictive pharmacy benefit plan design features. This regulation could limit or
preclude (i) limited networks, (ii) a requirement to use particular providers, (iii) copayment differentials among providers and
(iv) formulary tiering practices.
Accountable Care Organization Regulation
- An ACO is a network of health care providers and suppliers that work together
to invest in infrastructure and redesign delivery processes to attempt to achieve high quality and efficient delivery of services.
Promoting accountability and coordination of care, ACOs are an alternative payment model intended to produce savings as a
result of improved quality and operational efficiency. The goals of an ACO are assessed using a set of quality measures and
spending benchmarks. Medicare-approved ACOs that achieve performance standards established by HHS are eligible to share
in a portion of the amounts saved by the Medicare program. There are several types of ACO programs, including the MSSP and
ACO REACH models. The CMS Innovation Center can add models at their discretion that have overlap implications for MSSP
and ACO REACH. Overlap policies may impact risks and opportunities within the MSSP and ACO REACH models, including
but not limited to attribution methodologies, inclusion and exclusion, provider overlap permissions, and model attrition. Models
may be updated at any time in ways that make the model less favorable to participants, and HHS has significant discretion to
determine key elements of ACO programs. Certain waivers and exceptions are available from fraud and abuse laws for ACOs.
Currently, ACO REACH is set to expire at the end of 2026.
Corporate Practice of Medicine -
The Company is subject to various state laws, regulations and legal and administrative
decisions that restrict the corporate practice of medicine and fee splitting. The corporate practice of medicine doctrine generally
prohibits corporate entities from practicing medicine or employing physicians (and, in some cases, other providers) to provide
professional medical services. The doctrine reflects a variety of historical public policy concerns, including concerns that (a)
allowing corporations to practice medicine or employ physicians will result in the commercialization of the practice of
medicine, (b) a corporation's obligation to its shareholders may not align with a physician's obligation to his/her patients and
(c) employment of a physician by a corporation may interfere with the physician's independent medical judgment. While many
states have some form of the corporate practice of medicine doctrine, the scope and enforcement varies widely. In those states
where the doctrine exists, it typically arises from the state's medical practice act, but has been shaped over the years by state
statutes, regulations, court decisions, attorney general opinions and actions by state medical licensing boards. In addition, some
states may have corporate practice restrictions that apply to other providers, such as nurse practitioners and physician assistants.
Historically, the medical profession has recognized an ethical prohibition against physicians (and often other providers) paying
professional peers and others for referrals and fee splitting. Fee splitting generally occurs when a physician splits part of the
professional fee earned from treating a referred patient with the source of the referral. Among the public policy harms that have
been cited in support of fee splitting prohibitions are (a) unnecessary medical services, and (b) incompetent specialists. In
response to these legitimate concerns, many states have adopted prohibitions against fee splitting. States have taken a variety of
legislative approaches to fee splitting, from near complete bans, to bans with various exceptions, to no prohibition at all. Some
of the prohibitions, have a broad reach and also prohibit otherwise legitimate business relationships with entities that are not
health care providers, such as billing agencies or management companies.
34
Legal structures have been developed to comply with various state corporate practice of medicine and fee splitting laws. The
"captive" or "friendly" professional corporation model allows a legal entity (typically a professional corporation or professional
limited liability company) whose shareholders are all physicians to employ the physicians (and other providers). The physician
entity then contracts with a corporate entity referred to as a management services organization ("MSO") to provide various
management services. The physician entity is kept "friendly" through a stock transfer restriction agreement and/or other
relationship between the MSO and the physician owners of the professional corporation. The fees under the management
services arrangement must be carefully structured to comply with state fee splitting laws, which in some states may prohibit
percentage-based fees.
Retail Medical Clinics
- States regulate retail medical clinics operated by nurse practitioners or physician assistants through
physician oversight, clinic and lab licensure requirements and the prohibition of the corporate practice of medicine. A number
of states have implemented or proposed laws or regulations that impact certain components of retail medical clinic operations
such as physician oversight, signage, third party contracting requirements, bathroom facilities, and scope of services. These
laws and regulations may affect the operation and expansion of the Company's owned and managed retail medical clinics.
Laws and Regulations Related to the Pharmacy & Consumer Wellness Segment
In addition to the laws and regulations discussed above that may affect multiple segments of the Company's business, the
Company is subject to federal, state and local statutes and regulations governing the operation of its Pharmacy & Consumer
Wellness segment specifically, including laws and regulations that limit the sale of alcohol, mandate a minimum wage, govern
the practices of optometry or audiology, or impact the provision of dietician services and the sale of durable medical equipment,
contact lenses, eyeglasses and hearing aids.
Available Information
CVS Health Corporation was incorporated in Delaware in 1996. The corporate office is located at One CVS Drive,
Woonsocket, Rhode Island 02895, telephone (401) 765-1500. CVS Health Corporation's common stock is listed on the New
York Stock Exchange under the trading symbol "CVS." General information about the Company is available through the
Company's website at
http://www.cvshealth.com
. The Company's financial press releases and filings with the SEC are available
free of charge within the Investors section of the Company's website at
http://investors.cvshealth.com
. In addition, the SEC
maintains an internet site that contains reports, proxy and information statements and other information regarding issuers, such
as the Company, that file electronically with the SEC. The address of that website is
http://www.sec.gov.
The information on or
linked to the Company's website is neither a part of nor incorporated by reference in this 10-K or any of the Company's other
SEC filings.
In accordance with guidance provided by the SEC regarding use by a company of its websites and social media channels as a
means to disclose material information to investors and to comply with its disclosure obligations under SEC Regulation FD,
CVS Health Corporation (the "Registrant") hereby notifies investors, the media and other interested parties that it intends to
continue to use its media and investor relations website (
http://investors.cvshealth.com/
) to publish important information about
the Registrant, including information that may be deemed material to investors. The list of social media channels that the
Registrant uses may be updated on its media and investor relations website from time to time. The Registrant encourages
investors, the media, and other interested parties to review the information the Registrant posts on its website and social media
channels as described above, in addition to information announced by the Registrant through its SEC filings, press releases and
public conference calls and webcasts.
Item 1A. Risk Factors.
You should carefully consider each of the following risks and uncertainties and all of the other information set forth in this 10-
K. These risks and uncertainties and other factors may affect forward-looking statements, including those we make in this 10-K
or elsewhere, such as in news releases or investor or analyst calls, meetings or presentations, on our websites or through our
social media channels. The risks and uncertainties described below are not the only ones we face. There can be no assurance
that we have identified all the risks that affect us. Additional risks and uncertainties not presently known to us or that we
currently believe to be immaterial also may adversely affect our businesses. Any of these risks or uncertainties could cause our
actual results to differ materially from our expectations and the expected results discussed in our forward-looking statements.
You should not consider past results to be an indication of future performance.
If any of the following risks or uncertainties develops into actual events or if the circumstances described in the risks or
uncertainties occur or continue to occur, those events or circumstances could have a material adverse effect on our businesses,
35
operating results, cash flows, financial condition and/or stock price, among other effects on us. You should read the following
section in conjunction with the MD&A, included in Item 7 of this 10-K, our consolidated financial statements and the related
notes, included in Item 8 of this 10-K, and our "Cautionary Statement Concerning Forward-Looking Statements" in this 10-K.
Summary
The following is a summary of the principal risks we face that could negatively impact our businesses, operating results, cash
flows and/or financial condition:
Risks Relating to Our Businesses
•
We may not be able to accurately forecast health care and other benefit costs.
•
Adverse economic conditions in the U.S. and abroad can materially and adversely impact our businesses, operating results,
cash flows and financial condition.
•
Each of our segments operates in a highly competitive and evolving business environment.
•
A change in our Health Care Benefits product mix may adversely affect our profit margins.
•
Our health care delivery businesses face unique risks
•
We can provide no assurance that we will be able to compete successfully and profitably on Public Exchanges.
•
Negative public perception of the industries in which we operate can adversely affect our businesses, operating results,
cash flows and prospects.
•
We must maintain and improve our relationships with our retail and specialty pharmacy customers and increase the
demand for our products and services.
•
We face risks relating to the availability, pricing and safety profiles of prescription drugs that we purchase and sell.
•
The reserves we hold for expected claims in our Insured Health Care Benefits products are based on estimates that involve
an extensive degree of judgment and are inherently variable, and any reserve, including a premium deficiency reserve, may
be insufficient.
•
We are exposed to risks relating to the solvency of other insurers.
Risks From Changes in Public Policy and Other Legal and Regulatory Risks
•
We are subject to potential changes in public policy, laws and regulations, including reform of the U.S. health care system
and entitlement programs.
•
If we fail to comply with applicable laws and regulations, or fail to change our operations in line with any new legal or
regulatory requirements, we could be subject to significant adverse regulatory actions.
•
If our compliance or other systems and processes fail or are deemed inadequate, we may suffer brand and reputational harm
and become subject to contractual damages, regulatory actions and/or litigation.
•
We routinely are subject to litigation and other adverse legal proceedings, including class actions and
qui tam
actions.
Many of these proceedings seek substantial damages which may not be covered by insurance.
•
We frequently are subject to regular and special governmental audits, investigations and reviews that could result in
changes to our business practices and also could result in material refunds, fines, penalties, civil liabilities, criminal
liabilities and other sanctions.
•
Our risk profile is changing as we offer new products and services and expand in business areas beyond our historical
businesses, and we may face increased regulatory risks related to our vertical integration strategy.
•
We face unique regulatory and other challenges in our PBM, Public Exchange, Medicare and Medicaid businesses.
•
Programs funded in whole or in part by the U.S. federal government account for a significant portion of our revenues.
•
We may not be able to obtain adequate premium rate increases in our Insured Health Care Benefits products, MBRs and
operating results, which could magnify the adverse impact of increases in health care and other benefit costs and of ACA
assessments, fees and taxes.
•
Minimum MLR rebate requirements limit the level of margin we can earn in our Insured Health Care Benefits products
while leaving us exposed to higher than expected medical costs. Challenges to our minimum MLR rebate methodology
and/or reports could adversely affect our operating results.
•
Our operating results may be adversely affected by changes in laws and policies governing employers and by union
organizing activity.
36
Risks Associated with Mergers, Acquisitions, and Divestitures
•
We may be unable to successfully integrate companies we acquire.
•
We may pursue acquisitions, joint ventures, strategic alliances and other inorganic growth opportunities, as well as
strategic divestitures, which may be unsuccessful, cause us to assume unanticipated liabilities, disrupt our existing
businesses, be dilutive or lead us to assume significant debt, among other things.
Risks Related to Our Operations
•
Failure to meet customer and investor expectations, including with respect to corporate responsibility and sustainability
goals, may harm our brand and reputation, our ability to retain and grow our customer base and membership.
•
A cyberattack or other information security incident could significantly disrupt our operations.
•
Data governance failures or the failure or disruption of our information technology or infrastructure can adversely affect
our reputation, businesses and prospects. Our use and disclosure of members', customers' and other constituents' personal
information is subject to complex regulations.
•
Pursuing multiple information technology improvement initiatives simultaneously could make continued development and
implementation significantly more challenging.
•
Product liability, product recall, professional liability or personal injury issues could damage our reputation.
•
We face significant competition in attracting and retaining talented employees. Further, managing succession for, and
retention of, key executives is critical to our success.
•
Sales of our products and services are dependent on our ability to attract and motivate internal sales personnel and
independent third-party brokers, consultants and agents. We may be subject to penalties or other regulatory actions as a
result of the marketing practices of brokers and agents selling our products.
•
Failure of our businesses to effectively collaborate could prevent us from maximizing our operating results.
•
We are subject to payment-related risks that could increase our operating costs, expose us to fraud or theft, subject us to
potential liability and disrupt our business operations.
•
Both our and our vendors' operations are subject to a variety of business continuity hazards and risks that could interrupt
our operations or otherwise adversely affect our performance and operating results.
Financial Risks
•
We would be adversely affected by downgrades or potential downgrades in our credit ratings, should they occur, or if we
do not effectively deploy our capital.
•
Goodwill and other intangible assets could, in the future, become impaired.
•
Adverse conditions in the U.S. and global capital markets can significantly and adversely affect the value of our
investments in debt and equity securities, mortgage loans, alternative instruments and other investments.
Risks Related to Our Relationships with Manufacturers, Providers, Suppliers and Vendors
•
We face risks relating to the market availability, pricing, suppliers and safety profiles of prescription drugs and other
products that we purchase and sell.
•
We need to be able to maintain our ability to contract with providers on competitive terms and develop and maintain
attractive networks with high quality providers.
•
If our suppliers or service providers fail to meet their contractual obligations to us or to comply with applicable laws or
regulations, we may be exposed to brand and reputational harm, litigation and/or regulatory action.
•
We may experience increased medical and other benefit costs, litigation risk and customer and member dissatisfaction
when providers that do not have contracts with us render services to our Health Care Benefits members.
•
Continuing consolidation and integration among providers and other suppliers may increase our costs and increase
competition.
37
Risks Relating to Our Businesses
We may not be able to accurately forecast health care and other benefit costs, including as a result of pandemics or disease
outbreaks, which could adversely affect our Health Care Benefits segment's operating results. There can be no assurance
that future health care and other benefits costs will not exceed our projections.
Premiums for our Insured Health Care Benefits products, which comprised 94% of our Health Care Benefits segment revenues
for 2024, are priced in advance based on our forecasts of health care and other benefit costs during a fixed premium period,
which is generally twelve months. These forecasts are typically developed several months before the fixed premium period
begins, are influenced by historical data (and recent historical data in particular), are dependent on our ability to anticipate and
detect medical cost trends and changes in our members' behavior and health care utilization patterns and medical claim
submission patterns and require a significant degree of judgment. For example, our revenue on Individual Medicare policies is
based on bids submitted in June of the year before the contract year. Cost increases in excess of our projections cannot be
recovered in the fixed premium period through higher premiums. As a result, our profits are particularly sensitive to the
accuracy of our forecasts of the increases in health care and other benefit costs that we expect to incur and our ability to
anticipate and detect medical cost trends. During periods when health care and other benefit costs, utilization and/or medical
costs trends experience significant volatility and medical claim submission patterns are changing rapidly, as they did during the
COVID-19 pandemic, accurately detecting, forecasting, managing, reserving and pricing for our (and our self-insured
customers') medical cost trends and incurred and future health care and other benefits costs is more challenging. There can be
no assurance regarding the accuracy of the health care or other benefit cost projections reflected in our pricing, and whether our
health care and other benefit costs will be affected by pandemics, disease outbreaks and other external events over which we
have no control. Even relatively small differences between predicted and actual health care and other benefit costs as a
percentage of premium revenues can result in significant adverse changes in our Health Care Benefits segment's operating
results.
While the public health emergency related to COVID-19 expired in May 2023, COVID-19 still exists and it may, like many
other respiratory viruses, wax and wane depending on geography and seasonality. The future impact COVID-19 will have on
the Company and its ability to accurately forecast health care and other benefit costs is uncertain, and will depend on
geographies impacted, whether new variants emerge and their severity, the availability and costs of testing, vaccination and
treatment, and legal and regulatory actions. COVID-19 may also impact provider behavior, utilization trends, membership, and
overall economic conditions. These impacts could be adverse and material.
A number of factors contribute to rising health care and other benefit costs, including previously uninsured members entering
the health care system; Medicare members' utilization of supplemental benefits; other changes in members' behavior, health
care utilization patterns and utilization management; turnover in our membership, health care provider and member fraud;
additional government mandated benefits or other regulatory changes, including changes to or as a result of the ACA and IRA;
changes in the health status of our members; the aging of the population and other changing demographic characteristics;
advances in medical technology; increases in the number and cost of prescription drugs (including specialty pharmacy drugs
and ultra-high cost drugs and therapies); direct-to-consumer marketing by drug manufacturers; the increasing influence of
social media on our members' health care utilization and other behaviors; the shift to a consumer-driven business model;
changes in health care practices and general economic conditions (such as inflation and employment levels); increases in labor
costs; pandemics, epidemics or disease outbreaks; influenza-related health care costs (which may be substantial and higher than
we expected); clusters of high-cost cases; natural disasters and extreme weather events (which may increase in frequency or
intensity as a result of climate change); and numerous other factors that are or may be beyond our control. For example, the
length and severity of the influenza season can have an impact on health care and other benefit costs. In 2022-2023 influenza
season had an earlier than average start, including as compared to the 2023-2024 influenza season; the 2020-2021 influenza
season was impacted by efforts taken to reduce the spread of COVID-19; and the 2019-2020 influenza season maintained a
high level of severity for a longer period of time than average. In addition, government-imposed limitations on Medicare and
Medicaid reimbursements to health plans and providers have caused the private sector to bear a greater share of increasing
health care and other benefits costs over time, and future amendments to the ACA that increase the uninsured population may
amplify this issue.
Our Health Care Benefits segment's operating results and competitiveness depend in large part on our ability to appropriately
manage future health care and other benefit costs through underwriting criteria, product design, provider network configuration,
negotiation of favorable provider contracts and medical management programs. Our medical cost management programs may
not be successful and may have a smaller impact on health care and benefit costs than we expect. The factors described above
may adversely affect our ability to predict and manage health care and other benefit costs, which can adversely affect our
competitiveness and operating results.
38
Furthermore, if we are not able to accurately and promptly anticipate and detect medical cost trends or accurately estimate the
cost of incurred but not yet reported claims or reported claims that have not been paid, our ability to take timely corrective
actions to limit future health care costs and reflect our current benefit cost experience in our pricing process may be limited,
which would further amplify the extent of any adverse impact on our operating results. These risks are particularly acute during
periods when health care and other benefit costs, utilization and/or medical cost trends experience significant volatility and
medical claim submission patterns are changing rapidly, as they did during the COVID-19 pandemic. Such risks are further
magnified by the ACA and other existing and future legislation and regulations that limit our ability to price for our projected
and/or experienced increases in utilization and/or medical cost trends.
Adverse economic conditions in the U.S. and abroad can materially and adversely impact our businesses, operating results,
cash flows and financial condition.
Adverse economic conditions in the U.S. and abroad, including those caused by inflation, high interest rates, declines in
consumer confidence, increases in unemployment and supply chain disruptions, all of which we have experienced over the last
number of years, can materially and adversely impact our businesses, operating results, cash flows and financial condition,
including:
•
In our Health Care Benefits segment, by causing unanticipated increases and volatility in utilization of covered services,
increases in fraudulent claims and disputes, changes in medical claim submission patterns and/or increases in medical unit
costs and/or provider behavior as hospitals and other providers attempt to maintain revenue levels in response to economic
conditions, each of which would increase our costs and limit our ability to accurately detect, forecast, manage, reserve and
price for our (and our self-insured customers') medical cost trends and incurred and future health care and other benefits
costs; causing customers and potential customers of our Health Care Benefits segment, particularly smaller employers and
individuals, to forego obtaining or renewing their health and other coverage with us; and also affect our ability to profitably
grow and diversify our Health Care Benefits membership.
•
In our Health Services segment, by causing drug utilization to decline, reducing demand for PBM services and adversely
affecting the financial health of our PBM clients.
•
In our Pharmacy & Consumer Wellness segment, by causing drug utilization to decline, changing consumer purchasing
power, preferences and/or spending patterns leading to reduced consumer demand for products sold in our stores,
potentially increasing levels of theft at our retail locations and adversely affecting the financial health of our LTC
pharmacy customers.
•
By causing our existing customers to reduce workforces (including due to business failures), which would reduce our
revenues, the number of covered lives in our PBM clients and/or the number of members our Health Care Benefits segment
serves. Reductions in workforce by our customers can also cause unanticipated increases in the health care and other
benefits costs of our Health Care Benefits segment. For example, our business associated with members who have elected
to receive benefits under Consolidated Omnibus Budget Reconciliation Act (known as "COBRA") typically has an MBR
that is significantly higher than our overall Commercial MBR.
•
By affecting the ability of our customers to obtain adequate financing, which could result in an inability of our customers to
pay timely, or at all, the amounts owed to us.
•
By causing both state and federal government payers, as a result of budget deficits or spending reductions, to suspend or
seek to reduce their health care expenditures resulting in our customers delaying payments to us or renegotiating their
contracts with us.
•
By causing our clients and customers and potential clients and customers, particularly those with the most employees or
members, and state and local governments, to force us to compete more vigorously on factors such as price and service,
including service, discount and other performance guarantees, to retain or obtain their business.
•
By causing members and other consumers to decide to postpone, or not to seek, medical treatment which may lead them to
incur more expensive medical treatment in the future and/or decrease our prescription volumes.
•
By causing an increasing in the prevalence of high deductible health plans and health plan designs favoring co-insurance
over co-payments.
•
By weakening the ability or perceived ability of the issuers and/or guarantors of the debt or other securities we hold in our
investment portfolio to perform on their obligations to us, which could result in defaults in those securities and has reduced,
and may further reduce, the value of those securities and has created, and may continue to create, net realized capital losses
for us that reduce our operating results.
•
By causing customers, including self-insured customers in our Health Care Benefits segment, medical members, medical
providers and the other companies to be unable to perform their obligations to us which could reduce our operating results.
39
•
By affecting our ability to obtain necessary financing on acceptable terms, our ability to secure suitable store locations
under acceptable terms and our ability to execute sale-leaseback transactions under acceptable terms.
•
By weakening the ability of our former subsidiaries and/or their purchasers to satisfy their lease obligations that we have
guaranteed and causing the Company to be required to satisfy those obligations.
•
By weakening the financial condition of other insurers, including long-term care insurers and life insurers, which increases
the risk that we will receive significant assessments for obligations of insolvent insurers to policyholders and claimants.
•
By continuing to cause inflation that could cause interest rates to further increase and thereby further increase our interest
expense and reduce our operating results, as well as further decrease the value of the debt securities we hold in our
investment portfolio, which would further reduce our operating results and/or adversely affect our financial condition.
Each of our segments operates in a highly competitive and evolving business environment; and operating income in the
industries
in
which
we compete may decline.
Each of our segments, Health Care Benefits, Health Services, which includes our PBM business, and Pharmacy & Consumer
Wellness, operates in a highly competitive and evolving business environment. Specifically:
•
As competition increases in the geographies in which we operate, including competition from new entrants, a significant
increase in price compression and/or reimbursement pressures could occur, and this could require us to reevaluate our
pricing structures to remain competitive.
•
In our Health Care Benefits segment, we must often bid against our competitors in a highly competitive environment to
acquire and retain our government customers' business. Winning bids for Medicaid and dual eligible programs often are
challenged successfully by unsuccessful bidders, and may also be withdrawn or cancelled by the issuing agency. CMS has
proposed requiring that health plans offering certain dual eligible programs must also offer Medicaid programs, which has
resulted in the Company refraining from bidding in certain jurisdictions and could further impact the Company's ability to
obtain or retain membership in its dual eligible programs.
•
In our Health Care Benefits segment, our customers have considerable flexibility in moving between us and our
competitors. We may lose members to competitors with more favorable pricing, or our customers may purchase different
types of products from us that are less profitable, adversely affecting our revenues and operating results. In addition, our
Medicare, Medicare Advantage, Medicaid and CHIP products may be subject to termination without cause, periodic re-bid,
rate adjustment and program redesign, as customers seek to contain their benefit costs, particularly in an uncertain
economy. These actions may adversely affect our membership, revenues and operating results.
•
We requested increases in our premium rates in our Commercial Health Care Benefits business for 2025 and expect to
request future increases in those rates in order to adequately price for projected medical cost trends, required expansions of
coverage and rating limits, and significant assessments, fees and taxes imposed by federal and state governments, including
as a result of the ACA. Our rates also must be adequate to reflect the risk that our products will be selected by people with
a higher risk profile or utilization rate than the pool of participants we anticipated when we established pricing for the
applicable products (also known as "adverse selection"), particularly in small group Commercial products. These rate
increases may be significant and thus heighten the risks of adverse publicity, adverse regulatory action and adverse
selection and the likelihood that our requested premium rate increases will be denied, reduced or delayed, which could lead
to operating margin compression.
•
The competitive success of our Health Services segment is dependent on our ability to establish and maintain contractual
relationships with network pharmacies.
•
The competitive success of our Pharmacy & Consumer Wellness segment and our specialty pharmacy operations is
dependent on our ability to establish and maintain contractual relationships with PBMs and other payors on acceptable
terms as the payors' clients evaluate adopting narrow or restricted retail pharmacy networks.
•
In our PBM business, we maintain contractual relationships with brand name drug manufacturers that provide for purchase
discounts and/or rebates on drugs dispensed by pharmacies in our retail network and by our specialty and mail order
pharmacies (all or a portion of which may be passed on to clients). Manufacturer's rebates often depend on a PBM's ability
to meet contractual requirements, including the placement of a manufacturer's products on the PBM's formularies. If we
lose our relationship with one or more drug manufacturers, or if the discounts or rebates provided by drug manufacturers
decline, our operating results, cash flows and/or prospects could be adversely affected.
•
If laws or regulations are promulgated that limit the number of PBMs available in a particular business or geography,
competition in those businesses and geographies could be amplified and could adversely affect our revenues and operating
results.
40
•
The PBM industry has been experiencing price compression as a result of competitive pressures and increased client
demands for lower prices; increased revenue sharing, including sharing in a larger portion of payments, including rebates
and fees, to PBMs and group purchasing organizations received from drug manufacturers; enhanced service offerings and/
or higher service levels. Marketplace dynamics and regulatory changes also have adversely affected our ability to offer plan
sponsors pricing that includes the use of retail "differential" or "spread," which could adversely affect our future
profitability, and we expect these trends to continue.
•
Our retail pharmacy, specialty pharmacy and LTC pharmacy operations have been affected by reimbursement pressure
caused by competition, including client demands for lower prices, generic drug pricing, earlier than expected generic drug
introductions and network reimbursement pressure. If we are unable to increase our prices to reflect, or otherwise mitigate
the impact of, increasing costs, our profitability will be adversely affected. If we are unable to limit our price increases, we
may lose customers to competitors with more favorable pricing, adversely affecting our revenues and operating results.
•
A shift in the mix of our pharmacy prescription volume towards programs offering lower reimbursement rates as a result of
competition or otherwise could adversely affect our margins, including the ongoing shift in pharmacy mix towards 90-day
prescriptions at retail and the ongoing shift in pharmacy mix towards Medicare Part D prescriptions.
•
PBM client contracts often are for a period of approximately three years. However, PBM clients may require early or
periodic re-negotiation of pricing prior to contract expiration. PBM clients are generally well informed, can move between
us and our competitors and often seek competing bids prior to expiration of their contracts. We are therefore under pressure
to contain price increases despite being faced with increasing drug costs and increasing operating costs. If we are unable to
increase our prices to reflect, or otherwise mitigate the impact of, increasing costs, our profitability will be adversely
affected. If we are unable to limit our price increases, we may lose customers to competitors with more favorable pricing,
adversely affecting our revenues and operating results.
•
The operating results and margins of our LTC business are further affected by the increased efforts of health care payors to
negotiate reduced or capitated pricing arrangements and by the financial health of, and purchases and sales of, our LTC
customers.
In addition, competitors in each of our businesses may offer services and pricing terms that we may not be willing or able to
offer. Competition also may come from new entrants and other sources in the future. Unless we can demonstrate enhanced
value to our clients through innovative product and service offerings in the rapidly changing health care industry, we may be
unable to remain competitive.
Disruptive innovation by existing or new competitors has altered, and is expected to continue to alter, the competitive landscape
in the future and require us to accurately identify and assess such alterations and make timely and effective changes to our
strategies and business model to compete effectively. For example, decisions to buy our Health Care Benefits and Health
Services products and services increasingly are made or influenced by consumers, either through direct purchasing (e.g.,
Medicare Advantage plans and PDPs) or through Public Exchanges and private health insurance exchanges that allow
individual choice. Consumers also are increasingly seeking to access consumer goods and health care products and services
locally and through other direct channels such as mobile devices and websites. To compete effectively in the consumer-driven
marketplace, we will be required to develop or acquire new capabilities, attract new talent and develop new service and
distribution relationships that respond to consumer needs and preferences.
Changes in marketplace dynamics or the actions of competitors or manufacturers, including industry consolidation, the
emergence of new competitors and strategic alliances, and decisions to exclude us from new narrow or restricted retail
pharmacy networks could materially and adversely affect our businesses, operating results, cash flows and/or prospects.
Our Health Care Delivery Businesses Face Unique Risks.
Our health care delivery businesses, which we expanded with acquisitions to include health risk assessments, value-based care
and provider enablement services through our Signify Health business, and additional senior-focused value-based primary care
services for Medicare eligible patients through our Oak Street Health business, face unique risks.
Our Signify Health business faces risks which include, but are not limited to, the following:
•
ability to recruit, retain and grow its network of credentialed, high-quality physicians, physician assistants and nurse
practitioners to provide clinical services in highly competitive markets for talent;
•
successful challenges to Signify Health's treatment of health care providers as independent contractors, which could result
in increased costs and subject the business to regulatory sanction;
41
•
dependence on a concentrated number of key health plan customers;
•
the quality of the information received about plan members of such health plans for whom Signify Health will seek to
provide in-home evaluations and other services, and the regulatory restrictions and requirements associated with directly
contacting plan members;
•
ability to perform and ensure the quality of health risk assessments;
•
ability to achieve and receive shared health care cost savings;
•
the regulatory and business risks associated with participation in certain government health care programs, including,
among others, the MSSP and ACO REACH models, and identification of diagnosis codes related to risk adjustment
payments under Part C of the Medicare program;
•
health reform initiatives and changes in the rules governing government health care programs, including rules related to the
use of in-home health risk assessments for the purpose of capturing individual risk use to calculate an individual's risk
adjustment factor or a change to how patient-level risk is determined for CMS programs;
•
participation in CMS Innovation Center models, such as ACO REACH, which are subject to changes annually, generally in
ways meant to reduce available payments to participants, including benchmarks that can be changed after the end of the
performance year, and which has an end date without a plan for ongoing participation in a model by those participating;
•
impacts of fraud or anomalous billing on shared savings in CMS Innovation Center models;
•
use of "open source" software in its technology, which may make it easier for others to gain access or compromise its
proprietary technology;
•
success in large, national ACOs is dependent on the collective efforts and compliance of a wide range of participating
clients, and for those clients to be able to meet new and changing requirements such as changes to interoperability and
reporting requirements; and
•
challenges in rural and post-acute reimbursement due to their significant dependence on fee-for-service revenue.
Our Oak Street Health business is subject to additional risks including, but not limited to, the following:
•
ability to attract new Medicare-eligible patients and credentialed, high-quality physicians and other providers for senior-
focused primary care in a highly competitive market for such patients and providers;
•
satisfying the enrollment requirements under government health care programs for physicians and other providers in a
timely manner;
•
dependence on a significant portion of revenue from Medicare or Medicare Advantage plans, which subjects Oak Street
Health to reductions in Medicare reimbursement rates or changes in the rules governing the Medicare program;
•
dependence for a significant portion of revenue from agreements with a limited number of key payors with whom Oak
Street Health contracts to provide services under terms that may permit a payor to amend the compensation arrangements
or terminate the agreements without cause;
•
dependence on reimbursements from third-party payors, which can result in substantial delay, and on patients, through
copayments and deductibles, which subjects Oak Street Health to additional reimbursement risk;
•
under the fixed fee (or capitated) agreements Oak Street Health enters into with health plans, the assumption of the risk that
the actual cost of a service it provides to a patient exceeds the reimbursement provided by the health plan;
•
reductions in the quality ratings of Medicare health plans Oak Street Health serves could result in a shift of patients from,
or the termination of, a health plan Oak Street Health serves;
•
submission of inaccurate, incomplete or erroneous data, including risk adjustment data, to health plans and government
payors could result in inaccuracies in the revenue Oak Street Health records or receipt of overpayments, which may subject
it to repayment obligations and penalties;
•
geographic concentration of its primary care centers;
•
risks associated with its existing legal proceedings and litigations;
•
laws regulating the corporate practice of medicine and the associated agreements entered into with physician practice
groups restrict the manner in which the Oak Street Health business is able to direct the operations and otherwise exercise
control of its physician practice groups
•
participation in CMS Innovation Center models, such as ACO REACH, which are subject to changes annually, generally in
ways meant to reduce available payments to participants, including benchmarks that can be changed after the end of the
performance year, and which has an end date without a plan for ongoing participation in a model by those participating;
42
•
changes in the legal treatment of its contractual arrangements with its physician practice groups could impact the ability to
consolidate the revenue of these groups; and
•
ability to maintain and enhance its reputation and brand recognition.
The additional risks faced by our health care delivery businesses may also compound, or be heightened by, many of our other
risks, including the risks related to adverse economic conditions in the U.S. and abroad, cybersecurity, and compliance with
applicable laws and regulations, among others.
We can provide no assurance that we will be able to compete successfully on Public Exchanges or that our pricing or other
actions will result in the profitability of our Public Exchange products.
To compete effectively on Public Exchanges, we have developed or acquired the technology, systems, tools and talent
necessary to interact with Public Exchanges and engage Public Exchange consumers through enhanced consumer-focused sales,
marketing channels and customer interfaces. We are also creating new customer service programs and product offerings. To
participate on the Public Exchanges, we have to respond to pricing and other actions taken by existing competitors and
regulators as well as potentially disruptive new entrants, which could reduce our profit margins. Due to the price transparency
provided by Public Exchanges, when we market products we face competitive pressures from existing and new competitors
who may have lower cost structures. Our competitors may bring their Public Exchange and other consumer products to market
more quickly, have greater experience marketing to consumers and/or may be targeting the higher margin portions of our
business. We can provide no assurance that we will be able to compete successfully or profitably on Public Exchanges or that
we will be able to benefit from any opportunities presented by Public Exchanges.
In addition, there can be no assurance that our pricing or other actions will result in the profitability of our Public Exchange
products in 2025 or any future year. We have set 2025 premium rates for our Public Exchange products based on our
projections, including as to the health status and quantity of membership and utilization of medical and/or other covered
services by members. The accuracy of the projections reflected in our pricing may be impacted by (i) adverse selection among
individuals who require or utilize more expensive medical and/or other covered services, (ii) other plans' withdrawals from
participation in the Public Exchanges we serve, (iii) a rapid increase or decline in membership, and (iv) legislation, regulations,
enforcement activity and/or judicial decisions that cause Public Exchanges to operate in a manner different than what we
projected in setting our premium rates, including the potential expiration of premium subsidies and enhanced premium tax
credits.
A change in our Health Care Benefits product mix may adversely affect our profit margins.
Our Insured Health Care Benefits products that involve greater potential risk generally tend to be more profitable than our ASC
products, but ASC products continue to rise in popularity. We also serve, and expect to grow our business with, government-
sponsored programs, including Medicare and Medicaid, that are subject to competitive bids and have lower profit margins than
our Commercial Insured Health Care Benefits products. A continuing shift of enrollees from more profitable products to less
profitable products could have a material adverse effect on the Health Care Benefits segment's operating results.
Negative public perception of the industries in which we operate, or of our industries' or our practices, can adversely affect
our businesses, operating results, cash flows and prospects.
Our brand and reputation are two of our most important assets, and the industries in which we operate have been and are
negatively perceived by the public from time to time. Negative publicity may come as a result of adverse media coverage,
litigation against us and other industry participants, the ongoing public debates over drug pricing, PBMs, government
involvement in drug pricing and purchasing, changes to the ACA, governmental hearings and/or investigations, actual or
perceived shortfalls regarding our industries' or our own products, including Medicare Advantage plans in general, and/or
business practices (including PBM operations, drug pricing and insurance coverage determinations) and social media and other
media relations activities. Negative publicity also may come from a failure to meet customer expectations for consistent, high
quality and accessible care. This risk may increase as we continue to offer products and services that make greater use of data
and as our business model becomes more focused on delivering health care to consumers.
Negative public perception and/or publicity of our industries in general, or of us or our key vendors, brokers or product
distribution networks in particular, can further increase our costs of doing business and adversely affect our operating results
and our stock price by:
•
adversely affecting our brand and reputation;
43
•
adversely affecting our ability to market and sell our products and/or services and/or retain our existing customers and
members;
•
requiring us to change our products and/or services;
•
reducing or restricting the revenue we can receive for our products and/or services; and/or
•
increasing or significantly changing the regulatory and legislative requirements with which we must comply.
We must maintain and improve our relationships with our retail and specialty pharmacy customers and increase the demand
for our products and services, including proprietary brands.
The success of our businesses depends in part on customer loyalty, superior customer service and our ability to persuade
customers to frequent our retail stores and online sites and to purchase products in additional categories and our proprietary
brands. Failure to timely identify or effectively respond to changing consumer preferences, spending patterns and evolving
demographic mixes in the communities we serve, including shifts toward online shopping, or failure to maintain desirable
selections of merchandise, store environments or guests experiences could adversely affect our relationship with our customers
and clients and the demand for our products and services and could result in excess inventories of products.
We offer our retail customers proprietary brand products that are available exclusively at our retail stores and through our
online retail sites. The sale of proprietary products subjects us to unique risks including potential product liability risks,
mandatory or voluntary product recalls, potential supply chain and distribution chain disruptions for raw materials and finished
products, our ability to successfully protect our intellectual property rights and the rights of applicable third parties, and other
risks generally encountered by entities that source, market and sell private-label products. We also face similar risks for the
other products we sell in our retail operations, including supply chain and distribution chain disruption risk. Any failure to
adequately address some or all of these risks could have an adverse effect on our retail business, operating results, cash flows
and/or financial condition. Additionally, an increase in the sales of our proprietary brands may adversely affect our sales of
products owned by our suppliers and adversely impact certain of our supplier relationships. Our ability to locate qualified,
economically stable suppliers who satisfy our requirements, and to acquire sufficient products in a timely and effective manner,
is critical to ensuring, among other things, that customer confidence is not diminished. Any failure to develop sourcing
relationships with a broad and deep supplier base could adversely affect our operating results and erode customer loyalty.
We also could be adversely affected if we fail to identify or effectively respond to changes in marketplace dynamics. For
example, specialty pharmacy represents a significant and growing proportion of prescription drug spending in the U.S., a
significant portion of which is dispensed outside of traditional retail pharmacies. Because our specialty pharmacy business
focuses on complex and high-cost medications, many of which are made available by manufacturers to a limited number of
pharmacies (so-called limited distribution drugs) that serve a relatively limited universe of patients, the future growth of our
specialty pharmacy business depends largely upon expanding our access to key drugs and penetration in certain treatment
categories. Any contraction of our base of patients or reduction in demand for the prescriptions we currently dispense could
have an adverse effect on our specialty pharmacy business, operating results and cash flows.
We face risks relating to the availability, pricing and safety profiles of prescription drugs that we purchase and sell.
The profitability of our Pharmacy & Consumer Wellness and Health Services segments is dependent upon the utilization of
prescription drug products. We dispense significant volumes of brand name and generic drugs from our retail, LTC, specialty
and mail order pharmacies, and the retail pharmacies in our PBM's network also dispense significant volumes of brand name
and generic drugs. Our revenues, operating results and cash flows may decline if physicians cease writing prescriptions for
drugs or the utilization of drugs is reduced, including due to:
•
increased safety risk profiles or regulatory restrictions;
•
manufacturing or other supply issues;
•
a reduction in drug manufacturers' participation in federal programs;
•
certain products being withdrawn by their manufacturers or transitioned to over-the-counter products;
•
future FDA rulings restricting the supply or increasing the cost of products;
•
the introduction of new and successful prescription drugs or lower-priced generic alternatives to existing brand name
products; or
•
inflation in the price of drugs.
44
In addition, increased utilization of generic drugs (which normally yield a higher gross profit rate than equivalent brand name
drugs) has resulted in pressure to decrease reimbursement payments to retail, mail order, specialty and LTC pharmacies for
generic drugs, causing a reduction in our margins on sales of generic drugs. Consolidation within the generic drug
manufacturing industry and other external factors may enhance the ability of manufacturers to sustain or increase pricing of
generic drugs and diminish our ability to negotiate reduced generic drug acquisition costs. Any inability to offset increased
brand name or generic prescription drug acquisition costs or to modify our activities to lessen the financial impact of such
increased costs could have a significant adverse effect on our operating results.
The reserves we hold for expected claims in our Insured Health Care Benefits products are based on estimates that involve
an extensive degree of judgment and are inherently variable. Any reserve, including a premium deficiency reserve, may be
insufficient. If actual claims exceed our estimates, our operating results could be materially adversely affected, and our
ability to
take timely corrective actions
to
limit future costs
may be limited.
A large portion of health care claims are not submitted to us until after the end of the quarter in which services are rendered by
providers to our members. Our reported health care costs payable for any particular period reflect our estimates of the ultimate
cost of such claims as well as claims that have been reported to us but not yet paid. We also must estimate the amount of rebates
payable under the MLR rules of the ACA, CMS and the OPM and the amounts payable by us to, and receivable by us from, the
U.S. federal government under the ACA's remaining premium stabilization program.
Our estimates of health care costs payable are based on a number of factors, including those derived from historical claim
experience, but this estimation process also makes use of extensive judgment. Considerable variability is inherent in such
estimates, and the accuracy of the estimates is highly sensitive to changes in medical claims submission and processing patterns
and/or procedures, turnover and other changes in membership, changes in product mix, changes in the utilization of medical
and/or other covered services, including prescription drugs, changes in medical cost trends, changes in our medical
management practices and the introduction of new benefits and products. We estimate health care costs payable periodically,
and any resulting adjustments, including premium deficiency reserves, are reflected in current-period operating results within
health care costs. For example, during the third quarter of 2024, we recorded premium deficiency reserves of approximately
$1.1 billion related to our Medicare, individual exchange and Medicaid product lines within the Health Care Benefits segment,
primarily related to anticipated losses for the 2024 coverage year. The Company did not have any premium deficiency reserves
as of December 31, 2024. The Company did not establish any premium deficiency reserves during 2023 or 2022. A worsening
(or improvement) of health care cost trend rates or changes in claim payment patterns from those that we assumed in estimating
health care costs payable as of December 31, 2024 would cause these estimates to change in the near term, and such a change
could be material.
Furthermore, if we are not able to accurately and promptly anticipate and detect medical cost trends or accurately estimate the
cost of incurred but not yet reported claims or reported claims that have not been paid, our ability to take timely corrective
actions to limit future health care costs and reflect our current benefit cost experience in our pricing process may be limited,
which would further exacerbate the extent of any adverse impact on our operating results. These risks are particularly acute
during and following periods when utilization of medical and/or other covered services and/or medical cost trends are below
recent historical levels and in products where there is significant turnover in our membership each year, and such risks are
further magnified by the ACA and other legislation and regulations that limit our ability to price for our projected and/or
experienced increases in utilization and/or medical cost trends.
We are exposed to risks relating to the solvency of other insurers.
We are subject to assessments under guaranty fund laws existing in all states for obligations of insolvent insurance companies
(including long-term care insurers), HMOs, ACA co-ops and other payors to policyholders and claimants. For example, in the
first quarter of 2017, Aetna recorded a discounted estimated liability expense of $231 million pretax for our estimated share of
future assessments for long-term care insurer Penn Treaty Network America Insurance Company and one of its subsidiaries.
Guaranty funds are maintained by state insurance commissioners to protect policyholders and claimants in the event that an
insurer, HMO, ACA co-op and/or other payor becomes insolvent or is unable to meet its financial obligations. These funds are
usually financed by assessments against insurers regulated by a state. Future assessments may have an adverse effect on our
operating results and cash flows.
Extreme events, or the threat of extreme events, could materially impact our businesses.
The occurrence of natural disasters or extreme weather events, such as hurricanes, tropical storms, floods, wildfires,
earthquakes, tsunamis, cyclones, typhoons, extended winter storms, droughts and tornadoes; epidemics, pandemics or disease
45
outbreaks and other extreme events and man-made disasters, such as nuclear or biological attacks or other acts of violence, such
as active shooter situations, whether as a result of war or terrorism or otherwise, can have a material adverse effect on the U.S.
economy in general, our industries and us specifically. In particular, the long-term effects of climate change are expected to be
widespread and unpredictable. The physical effects of climate change, such as an increase in the frequency or intensity of
extreme weather events described above and rising sea levels, could adversely affect our operations, including by increasing our
energy costs, disrupting our supply chain, negatively impacting our workforce, damaging our facilities and threatening the
habitability of the locations in which we operate. Climate change also presents transition risks, including risks posed by
regulatory and technology changes and the associated costs as the economy and our business transitions from reliance on
carbon-based energy.
Extreme events or the threat of extreme events could result in significant health care costs, including those associated with
behavior health offerings, waiving certain medical requirements or assisting with replacement medications or transfer
prescriptions, which could also be affected by the government's actions and the responsiveness of public health agencies and
other insurers. For example, during the COVID-19 pandemic, we waived various member cost sharing and prior authorization
requirements and expanded support for our members. In addition, some of our employees and our vendors are concentrated in
certain large, metropolitan areas which may be particularly exposed to these events. Such events could adversely affect our
businesses, operations, operating results and cash flows, and, in the event of extreme circumstances, our financial condition or
viability, particularly if our responses to such events are less adequate than those of our competitors.
We may be unable to achieve our corporate responsibility and sustainability goals.
We are dedicated to corporate social responsibility and sustainability and we established certain goals as part of our overall
strategy. We face pressures from our colleagues, customers, stockholders and other stakeholders to meet our goals.
Achievement of our goals is subject to risks and uncertainties, many of which are outside of our control, and it is possible that
we may fail to achieve these goals or that our colleagues, customers, stockholders or other stakeholders may not be satisfied
with the goals we set or our efforts to achieve them. These risks and uncertainties include, but are not limited to: our ability to
set and execute on our operational strategies and achieve our goals within the currently projected costs and the expected
timeframes; the availability and cost of technological advancements, renewable energy and other materials necessary to meet
our goals and expectations; compliance with, and changes or additions to, global and regional regulations, taxes, charges,
mandates or requirements relating to climate-related goals; labor-related regulations and requirements that restrict or prohibit
our ability to impose requirements on third party contractors; the actions of competitors and competitive pressures; and an
acquisition of or merger with another company that has not adopted similar goals or whose progress towards reaching its goals
is not as advanced as ours. A failure to meet our goals could adversely affect public perception of our business, employee
morale or customer or stockholder support.
Further, an increasing percentage of colleagues, customers, stockholders and other stakeholders consider corporate social
responsibility and sustainability factors in making employment, consumer health care and investment decisions. If we are
unable to meet our goals, we may have difficulty retaining or attracting colleagues, investors, customers, or partners or
competing effectively, which would negatively impact our brand and reputation, as well as our business, operating results, and
financial condition.
In addition, we could face increased regulatory, reputational and legal scrutiny as a result of our corporate social responsibility
and sustainability related commitments and disclosures, and we could also face challenges with managing conflicting regulatory
requirements and our various stakeholders' expectations.
Risks From Changes in Public Policy and Other Legal and Regulatory Risks
We are subject to potential changes in public policy, laws and regulations, including reform of the U.S. health care system
and entitlement programs, which could have a material adverse effect on our businesses, operations and/or operating
results.
The political environment in which we operate remains uncertain. It is reasonably possible that our business operations and
operating results could be materially adversely affected by legislative, enforcement, regulatory and public policy changes at the
federal or state level, including, but not limited to: changes to the regulatory environment for health care and related benefits,
including Medicare, Medicare Advantage, the ACA, and related Public Exchange regulations; efforts to amend the ACA and
related regulations, including through litigation aimed at challenging the ability to enforce portions of the ACA, such as the
preventative services mandate; changes to laws or regulations governing drug reimbursement, pricing, purchasing and/or
importation; changes to or adoption of laws or regulations governing PBMs, including those related to network restrictions,
46
formulary management, affiliate reimbursement, contractual guarantees and reconciliations, reimbursement mandates, required
reporting, compensation, purchase discount and/or rebate arrangements with drug manufacturers and/or other PBM services;
changes to the laws and regulations governing PBMs', PDPs' and/or Managed Medicaid organizations' interactions with
government funded health care programs; changes to or adoption of laws and/or regulations relating to claims processing and
billing; changes to immigration policies; changes to patent laws; changes with respect to tax and trade policies, tariffs and other
government regulations affecting trade between the U.S. and other countries; and other public policy initiatives.
Our businesses, profitability and growth also may be adversely affected by (i) judicial and regulatory decisions that change and/
or expand the interpretations of existing statutes and regulations, expand fiduciary obligations, impose medical or bad faith
liability, increase our responsibilities under ERISA or the remedies available under ERISA, or reduce the scope of ERISA and
Medicare Part D preemption of state law claims or (ii) other legislation and regulations. For example, laws in Arkansas, North
Dakota and Oklahoma have attempted to limit PBM practices and have been subject to recent lawsuits. Additional litigation has
been filed in several states to challenge ERISA and Medicare Part D preemption.
It is not possible to predict the enactment or content of new legislation or regulations or changes to existing laws or regulations
or their enforcement, interpretation or application, or the form they will take (for example, through the use of U.S. Presidential
Executive Orders or executive orders by governors or key regulators). If we fail to respond adequately to such changes,
including by implementing strategic and operational initiatives, or do not respond as effectively as our competitors, our
businesses, operations and operating results may be materially adversely affected. Even if we could predict such matters, it may
not be possible to eliminate the adverse impact of public policy changes that would fundamentally change the dynamics of one
or more industries in which we compete. Examples of such changes include, but are not limited to: the federal or one or more
state governments fundamentally restructuring or reducing the funding available for government programs, increasing its
involvement in drug reimbursement, pricing, purchasing and/or importation, changing the laws and regulations governing
PBMs', PDPs' and/or Managed Medicaid organizations' interactions with government funded health care programs, changing
the tax treatment of health or related benefits, including the expiration of enhanced premium tax credits, or significantly altering
the ACA. The likelihood of adverse changes remains high due to state and federal budgetary pressures, and our businesses and
operating results could be materially and adversely affected by such changes, even if we correctly predict their occurrence.
There is also uncertainty surrounding potential changes to the health care regulatory environment in the U.S. For example,
potential efforts to reform federal government processes and reduce expenditures as well as pressures on and uncertainty
surrounding the U.S. federal government's budget and potential changes in budgetary priorities could adversely affect the
funding for individual programs, including government programs, upon which our business depends. Executive orders covering
health care and other subjects including immigration, AI, energy and the federal work force as well as the work force of public
and private companies, if implemented through agency action, may also impact the Company. Potential regulatory changes
related to tax, trade, economic and monetary policy and heightened diplomatic tensions or political and civil unrest, among
other potential changes, could adversely impact the global economy and our operating results.
For more information on these matters, see "Government Regulation" included in Item 1 of this 10-K.
If we fail to comply with applicable laws and regulations, many of which are highly complex, we could be subject to
significant adverse regulatory actions, including monetary penalties, or suffer brand and reputational harm.
Our businesses are subject to extensive regulation and oversight by state, federal and international governmental authorities.
The laws and regulations governing our operations and interpretations of those laws and regulations, including those related to
human capital and climate change, are increasing in number and complexity, change frequently and can be inconsistent or
conflict with one another. In general, these laws and regulations are designed to benefit and protect customers, members and
providers rather than us or our investors. In addition, the governmental authorities that regulate our businesses have broad
latitude to make, interpret and enforce the laws and regulations that govern us and continue to interpret and enforce those laws
and regulations more strictly and more aggressively each year. We also must follow various restrictions on certain of our
businesses and the payment of dividends by certain of our subsidiaries put in place by certain state regulators.
Certain of our Health Services and Pharmacy & Consumer Wellness operations, products and services are subject to:
•
the clinical quality, patient safety and other risks inherent in the dispensing, packaging and distribution of drugs and other
health care products and services, including claims related to purported dispensing and other operational errors (any failure
by our Health Services and/or Pharmacy & Consumer Wellness operations to adhere to the laws and regulations applicable
to the dispensing of drugs could subject us to civil and criminal penalties);
47
•
federal and state anti-kickback and other laws that govern our relationship with drug manufacturers, customers and
consumers;
•
compliance requirements under ERISA, including fiduciary obligations in connection with the development and
implementation of items such as drug formularies and preferred drug listings; and
•
federal and state legislative proposals and/or regulatory activity that could adversely affect pharmacy benefit industry
practices.
Our Health Care Benefits products are highly regulated, particularly those that serve Public Exchange, Medicare, Medicaid,
dual eligible, dual eligible special needs and small group Commercial customers and members. The laws and regulations
governing participation in the Public Exchanges, Medicare Advantage (including dual eligible special needs plans), Medicare
Part D, Medicaid, and Managed Medicaid plans are complex, are subject to interpretation and can expose us to penalties for
non-compliance.
The scope of the practices and activities that are prohibited by federal and state false claims acts is the subject of pending
litigation. Claims under federal and state false claims acts can be brought by the government or by private individuals on behalf
of the government through a
qui tam
or "whistleblower" suit, and we are a defendant in a number of such proceedings. If we are
convicted of fraud or other criminal conduct in the performance of a government program or if there is an adverse decision
against us under the False Claims Act, we may be temporarily or permanently suspended from participating in government
health care programs, including Public Exchange, Medicare Advantage, Medicare Part D, Medicaid, dual eligible and dual
eligible special needs plan programs, and we also may be required to pay significant fines and/or other monetary penalties.
Whistleblower suits have resulted in significant settlements between governmental agencies and health care companies. The
significant incentives and protections provided to whistleblowers under applicable law increase the risk of whistleblower suits.
If we fail to comply with laws and regulations that apply to government programs, we could be subject to criminal fines, civil
penalties, premium refunds, prohibitions on marketing or active or passive enrollment of members, corrective actions,
termination of our contracts or other sanctions, which could have a material adverse effect on our ability to participate in Public
Exchange, Medicare Advantage, Medicare Part D, Medicaid, dual eligible, and dual eligible special needs plans and other
programs, our brand and reputation, and our operating results, cash flows and financial condition.
For more information on these matters, see "Government Regulation" included in Item 1 of this 10-K.
If our compliance or other systems and processes fail or are deemed inadequate, we may suffer brand and reputational harm
and become subject to contractual damages, regulatory actions and/or litigation.
In addition to being subject to extensive and complex laws and regulations, many of our contracts with customers include
detailed requirements. In order to be eligible to offer certain products or bid on certain contracts, we must demonstrate that we
have robust systems and processes in place that are designed to maintain compliance with all applicable legal, regulatory and
contractual requirements. These systems and processes frequently are reviewed and audited by our customers and regulators. If
our systems and processes designed to maintain compliance with applicable legal and contractual requirements, and to prevent
and detect instances of, or the potential for, non-compliance fail or are deemed inadequate, we may suffer brand and
reputational harm and be subject to contractual damages, regulatory actions, litigation and other proceedings which may result
in damages, fines, suspension or loss of licensure, suspension or exclusion from participation in government programs and/or
other penalties, any of which could adversely affect our businesses, operating results, cash flows and/or financial condition.
We routinely are subject to litigation and other adverse legal proceedings, including class actions and qui tam actions. Many
of these proceedings seek substantial damages which may not be covered by insurance. These proceedings are costly to
defend, may result in changes in our business practices, harm our brand and reputation and adversely affect our businesses
and operating results.
Our businesses are part of highly regulated industries whose participants frequently are subject to litigation and other adverse
legal proceedings. We are currently subject to various litigation and arbitration matters, investigations, regulatory audits,
inspections, government inquiries, and regulatory and other legal proceedings, both within and outside the U.S. Litigation is
increasing as we execute our vertical integration strategy and expand our services along the continuum of health care. In
addition, disputes over contracts could lead to litigation or pre-litigation settlements that could materially adversely affect our
businesses, operating results and/or cash flows.
Litigation, and particularly securities, derivative, collective or class action and
qui tam
litigation, is often expensive and
disruptive. Many of the legal proceedings against us seek substantial damages (including non-economic or punitive damages
48
and treble damages), and certain of these proceedings also seek changes in our business practices. While we currently have
insurance coverage for some potential liabilities, other potential liabilities may not be covered by insurance, insurers may
dispute coverage, and the amount of our insurance may not be enough to cover the damages awarded or costs incurred. In
addition, some types of damages, like punitive damages, may not be covered by insurance, and in some jurisdictions the
coverage of punitive damages is prohibited. Insurance coverage for all or some forms of liability also may become unavailable
or prohibitively expensive in the future.
The outcome of litigation and other adverse legal proceedings is always uncertain, and outcomes that are not justifiable by the
evidence or existing law or regulation can and do occur, and the costs incurred frequently are substantial regardless of the
outcome. In addition, litigation and other adverse legal proceedings outside the U.S. may be subject to greater uncertainty than
within the U.S. Litigation and other adverse legal proceedings could materially adversely affect our businesses, operating
results and/or cash flows because of brand and reputational harm to us, the cost of defending such proceedings, the cost of
settlement or judgments against us, or the changes in our operations that could result from such proceedings. See Item 3 of this
10-K for additional information.
We frequently are subject to regular and special governmental audits, investigations and reviews that could result in
changes to our business practices and also could result in material refunds, fines, penalties, civil liabilities, criminal
liabilities and other sanctions.
As one of the largest national retail, mail order, specialty and LTC pharmacy, PBM and health care and related benefits
providers, we frequently are subject to regular and special governmental market conduct and other audits, investigations and
reviews by, and we receive subpoenas and other requests for information from, various federal and state agencies, regulatory
authorities, Attorneys General, committees, subcommittees and members of the U.S. Congress and other state, federal and
international governmental authorities. For example, we have received CIDs from, and provided documents and information to,
the Civil Division of the DOJ in connection with a current investigation of our patient chart review processes in connection with
risk adjustment data submissions under Parts C and D of the Medicare program. CMS and the OIG also are auditing the risk
adjustment-related data of certain of our Medicare Advantage plans. We are also receiving an increasing number of audits
related to our PBM network reconciliation processes, and audits related to our use of prior authorization, which could result in
reputational risks and changes to policies that may limit our use of prior authorization. The results of any audit may be adverse
to us.
Federal and state governments have made investigating and prosecuting health care and other insurance fraud, waste and abuse
a priority. Fraud, waste and abuse prohibitions encompass a wide range of activities, including kickbacks for referral of
members, billing for unnecessary medical and/or other covered services, improper marketing, including by insurance brokers,
and violations of patient privacy rights. The regulations and contractual requirements applicable to us and other industry
participants are complex and subject to change, making it necessary for us to invest significant resources in complying with our
regulatory and contractual requirements. Ongoing vigorous law enforcement and the highly technical regulatory scheme mean
that our compliance efforts in this area will continue to require significant resources. In addition, our medical costs and the
medical expenses of our Health Care Benefits ASC customers may be adversely affected if we do not prevent or detect
fraudulent activity by providers and/or members.
Regular and special governmental audits, investigations and reviews by federal, state and international regulators could result in
changes to our business practices, and also could result in significant or material premium refunds, fines, penalties, civil
liabilities, criminal liabilities or other sanctions, including suspension or exclusion from participation in government programs
and suspension or loss of licensure. Any of these audits, investigations or reviews could have a material adverse effect on our
businesses, operating results, cash flows and/or financial condition or result in significant liabilities and negative publicity for
us.
See "Legal and Regulatory Proceedings" in Note 18 ''Commitments and Contingencies'' included in Item 8 of this 10-K for
additional information.
Our risk profile is changing as we offer new products and services and expand in business areas beyond our historical
businesses, and we may face increased regulatory risks related to our vertical integration strategy.
Historically, we focused primarily on providing products and services within our Health Care Benefits and Pharmacy &
Consumer Wellness segments, as well as pharmacy services within our Health Services segment. As a result of our vertical
integration strategy and other innovation initiatives, we are expanding our presence in the health care space and plan to offer
new products and services, including services provided by Oak Street Health and Signify Health businesses, which present a
49
different risk profile than the products and services that we historically have offered and increase our exposure to additional
risks. Our vertical integration strategy may also lead to increased regulatory and public scrutiny as a result of consumer
protection and quality of care concerns.
We face unique regulatory and other challenges in our Medicare and Medicaid businesses.
We face unique regulatory and other challenges that may inhibit the profitability of our Medicare and Medicaid businesses.
•
In April 2024, CMS issued its final notice detailing final 2025 Medicare Advantage payment rates. Based on CMS’ notice,
Medicare Advantage rates resulted in an expected average increase in revenue for the Medicare Advantage industry of
3.70%, which includes a risk score trend increase of 3.86%. Risk scores vary among Medicare Advantage plans depending
on the specific population served, so this increase does not represent an actual guaranteed payment increase. Without
including the risk score trend increase, the 2025 rates result in an expected average decrease in revenue for the Medicare
Advantage industry of 0.16%, though the rates may vary widely depending on the provider group and patient
demographics. On January 10, 2025, CMS issued an advance notice detailing proposed 2026 Medicare Advantage payment
rates. The 2026 Medicare Advantage rates, if finalized as proposed, will result in an expected average increase in revenue
for the Medicare Advantage industry of 4.33%, which includes a risk score trend increase of 2.10%. Without including the
risk score trend increase, the advance 2026 rates will result in an expected average increase in revenue for the Medicare
Advantage industry of 2.23%, though the rates may vary widely depending on the provider group and patient
demographics. CMS intends to publish the final 2026 rate announcement no later than April 7, 2025. The Company faces
challenges from the impact of the increasing cost of medical care (including prescription medications), changes to
methodologies for determining payments and CMS local and national coverage decisions that require the Company to pay
for services and supplies that are not factored into the Company’s bids. We cannot predict how the rates will be finalized,
future Medicare funding levels, the impact of future federal budget actions or ensure that such changes or actions will not
have a material adverse effect on our Medicare operating results.
•
The organic expansion of our Medicare Advantage and Medicare Part D service area is subject to the ability of CMS to
process our requests for service area expansions and our ability to build cost competitive provider networks in the expanded
service areas that meet applicable network adequacy requirements. CMS’ decisions on our requests for service area
expansions also may be affected adversely by compliance issues that arise each year in our Medicare operations.
•
CMS regularly audits our performance to determine our compliance with CMS’s regulations and our contracts with CMS
and to assess the quality of the services we provide to our Medicare members, and state regulators are increasingly
conducting audits to assess the quality of services we provide to our Medicaid members. As a result of these audits, we may
be subject to significant or material retroactive adjustments to and/or withholding of certain premiums and fees, fines,
criminal liability, civil monetary penalties, CMS- or state-imposed sanctions (including suspension or exclusion from
participation in government programs) or other restrictions on our Medicare, Medicaid and other businesses, including
suspension or loss of licensure.
•
“Star ratings” from CMS for our Medicare Advantage plans will continue to have a significant effect on our plans’
operating results. Only Medicare Advantage plans with a star rating of 4 or higher (out of 5) are eligible for a quality bonus
in their basic premium rates. Based on the 2024 ratings, 88% of the Company’s Medicare Advantage members are in 2025
Medicare Advantage plans that are rated 4 stars or higher. CMS also gives PDPs star ratings that affect each PDP’s
enrollment. The Company’s PDP plans were rated 3.5 stars for 2025. Medicare Advantage and PDP plans that are rated less
than 3 stars for three consecutive years are subject to contract termination by CMS. CMS continues to change its rating
system to make achieving and maintaining a four or higher star rating more difficult. If our star ratings fall or remain below
four for a significant portion of our Medicare Advantage membership, or do not match the performance of our competitors,
or the star rating quality bonuses are reduced or eliminated, our revenues, operating results and cash flows may be
significantly adversely affected. In addition, due to uncertainties with CMS cut-points, no Medicare Advantage plan can
guarantee their overall star ratings. There can be no assurances that the Company will be successful in maintaining or
improving its star ratings in future years.
•
Payments we receive from CMS for our Medicare Advantage and Medicare Part D businesses also are subject to risk
adjustment based on the health status of the individuals we enroll. Elements of that risk adjustment mechanism continue to
be challenged by the DOJ, the OIG and CMS itself. For example, CMS made significant changes to the structure of the
hierarchical condition category model in version 28, which may impact RAF scores for a larger percentage of Medicare
Advantage beneficiaries and could result in changes to beneficiary RAF scores with or without a change in the patient’s
health status. CMS continuously evaluates how and where risk adjustment is captured, which from time-to-time has
included the capture of diagnosis codes in home visits. A legislative or regulatory change to the ability of Medicare
Advantage plans to use home visits as a means to evaluate and diagnosis their members’ health conditions, or substantial
changes in the risk adjustment mechanism, including those that result from the final Part C contract-level Risk Adjustment
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Data Validation Audits (“RADV Audit Rule”) issued in January 2023 or other changes that may result from enforcement
or audit actions, could: materially affect the amount of our Medicare reimbursement, require us to raise prices or reduce the
benefits we offer to Medicare beneficiaries, impact the services provided by, or the financial performance of, Oak Street
Health and Signify Health and potentially limit our (and the industry’s) participation in the Medicare program.
•
The RADV Audit Rule creates uncertainty for Medicare Advantage plans. The lack of detail provided with respect to how
CMS will select contracts and claims to audit, the methodology CMS will use, and how it will extrapolate as part of the
RADV Audit Rule may impact future Medicare Advantage bids and result in other implications. The RADV Audit Rule
also permits extrapolation of OIG contract level audits for payment years 2018 forward. The RADV Audit Rule is subject
to ongoing litigation and the outcome and future impacts are uncertain.
•
Medicare Part D has resulted in increased utilization of prescription medications and puts pressure on our pharmacy gross
margin rates due to regulatory and competitive pressures. Further, as a result of the ACA and changes to the retiree drug
subsidy rules, clients of our PBM business could decide to discontinue providing prescription drug benefits to their
Medicare-eligible members. To the extent this phenomenon occurs, the adverse effects of increasing customer migration
into Medicare Part D may outweigh the benefits we realize from growth of our Medicare Part D products.
•
Our Medicare Part D operating results and our ability to expand our Medicare Part D business could be adversely affected
if: the cost and complexity of Medicare Part D exceed management’s expectations or prevent effective program
implementation or administration; further changes to the regulations regarding how drug costs are reported for Medicare
Part D (including changes related to the IRA) are implemented in a manner that adversely affects the profitability of our
Medicare Part D business; changes to the regulations regarding how drug costs are reported for Medicare Part D are
implemented in a manner that adversely affects the profitability of our Medicare Part D business; changes to the applicable
regulations impact our ability to retain fees from third parties including network pharmacies; the government alters
Medicare Part D program requirements or reduces funding because of the higher-than-anticipated cost to taxpayers of
Medicare Part D or for other reasons; or reinsurance thresholds are reduced.
•
The IRA contains significant changes to the Part D program that began in 2023 and will continue to 2032 that shifts more
of the claim liability to plans and away from the government, including a complete redesign of the Part D standard benefit
effective in 2025.
•
We have experienced challenges in obtaining complete and accurate encounter data for our Medicaid products due to
difficulties with providers and third-party vendors submitting claims in a timely fashion in the proper format, and with state
agencies in coordinating such submissions. As states increase their reliance on encounter data, and some states mandate
that certain amounts be included or excluded from encounter data, these difficulties could affect the Medicaid premium
rates we receive and how Medicaid membership is assigned to us, which could have a material adverse effect on our
Medicaid operating results and cash flows and/or our ability to bid for, and continue to participate in, certain Medicaid
programs.
•
If we fail to report and correct errors discovered through our own auditing procedures or during a CMS audit or otherwise
fail to comply with the applicable laws and regulations, we could be subject to fines, civil monetary penalties or other
sanctions, including fines and penalties under the False Claims Act, which could have a material adverse effect on our
ability to participate in Medicare Advantage, Medicare Part D or other government programs, and on our operating results,
cash flows and financial condition.
•
The resumption of Medicaid eligibility redeterminations after being suspended during the COVID-19 pandemic has
negatively impacted the number of members eligible for the Company’s Medicaid plans, which could impact our operating
results and cash flows from the Medicaid business.
•
Certain of our Medicaid contracts require the submission of complete and correct encounter data. The accurate and timely
reporting of encounter data is increasingly important to the success of our Medicaid programs because more states are
using encounter data to determine compliance with performance standards and, in part, to set premium rates. We have
expended and may continue to expend additional effort and incur significant additional costs to collect accurate, or to
correct inaccurate or incomplete, encounter data and have been and could be exposed to premium withholding, operating
sanctions and financial fines and penalties for noncompliance.
•
CMS has proposed requiring that health plans offering certain dual eligible programs must also offer Medicaid programs,
which could further impact the Company’s ability to obtain or retain membership in its dual eligible programs. In addition,
states are increasingly requiring companies to offer Medicaid within a state and conducting competitive bid processes to
qualify to offer dual eligible products.
Programs funded in whole or in part by the U.S. federal government account for a significant portion of our revenues, and
we expect that percentage to increase.
51
Programs funded in whole or in part by the U.S. federal government account for a significant portion of our revenues, and we
expect that percentage to increase. As our government funded businesses grow, our exposure to changes in federal and state
government policy with respect to and/or regulation of the various government funded programs in which we participate also
increases.
The laws and regulations governing participation in Public Exchange, Medicare Advantage (including dual eligible special
needs plans), Medicare Part D, Medicaid, and Managed Medicaid plans are complex, are subject to interpretation and can
expose us to penalties for non-compliance. Federal, state and local governments have the right to cancel or not to renew their
contracts with us on short notice without cause or if funds are not available. Funding for these programs is dependent on many
factors outside our control, including general economic conditions, continuing government efforts to contain health care costs
and budgetary constraints at the federal or applicable state or local level and general political issues and priorities.
The U.S. federal government and our other government customers also may reduce funding for health care or other programs,
cancel or decline to renew contracts with us, or make changes that adversely affect the number of persons eligible for certain
programs, the services provided to enrollees in such programs, our premiums and our administrative and health care and other
benefit costs, any of which could have a material adverse effect on our businesses, operating results and cash flows. When
federal funding is delayed, suspended or curtailed, we continue to receive, and we remain liable for and are required to fund,
claims from providers for providing services to beneficiaries of federally funded health benefits programs in which we
participate. An extended federal government shutdown or a delay by Congress in raising the federal government's debt ceiling
also could lead to a delay, reduction, suspension or cancellation of federal government spending and a significant increase in
interest rates that could, in turn, have a material adverse effect on the value of our investment portfolio, our ability to access the
capital markets and our businesses, operating results, cash flows and liquidity.
Possible changes in industry pricing benchmarks and drug pricing generally can adversely affect our PBM and Pharmacy
& Consumer Wellness businesses.
It is possible that the pharmaceutical industry, regulators, or federal policymakers may evaluate and/or develop an alternative
pricing reference to replace AWP or WAC, which are the pricing references used for many of our PBM and LTC client
contracts, drug purchase agreements, retail network contracts, specialty payor agreements and other contracts with third party
payors in connection with the reimbursement of drug payments. In addition, many state Medicaid fee-for-service programs have
established pharmacy network payments on the basis of Actual Acquisition Cost ("AAC"). The use of an AAC basis in fee for
service Medicaid could have an impact on reimbursement practices in Health Care Benefits' Commercial and other
Government products. It is also possible that Congress may enact some limited form of price negotiation for Medicare. In
addition, CMS also publishes the National Average Drug Acquisition Cost ("NADAC") for certain drugs; NADAC pricing,
which has exhibited recent volatility, is being adopted in an increasing number of states.
Future changes to the use of AWP, WAC or to other published pricing benchmarks used to establish drug pricing, including
changes in the basis for calculating reimbursement by federal and state health care programs and/or other payors, could impact
the reimbursement we receive from Medicare and Medicaid programs, the reimbursement we receive from our PBM clients and
other payors and/or our ability to negotiate rebates and/or discounts with drug manufacturers, wholesalers, PBMs and retail
pharmacies. A failure or inability to fully offset any increased prices or costs or to modify our operations to mitigate the impact
of such increases could have a material adverse effect on our operating results. Additionally, any future changes in drug prices
could be significantly different than our projections. We cannot predict the effect of these possible changes on our businesses.
We may not be able to obtain adequate premium rate increases in our Insured Health Care Benefits products, which would
have an adverse effect on our revenues, MBRs and operating results and could magnify the adverse impact of increases in
health care and other benefit costs and of ACA assessments, fees and taxes.
Premium rates for our Insured Health Care Benefits products often must be filed with state insurance regulators and are subject
to their approval, which creates risk for us in the current political and regulatory environment. The ACA generally requires a
review by HHS in conjunction with state regulators of premium rate increases that exceed a federally specified threshold (or
lower state-specific thresholds set by states determined by HHS to have adequate processes). Rate reviews can magnify the
adverse impact on our operating margins, MBRs and operating results of increases in health care and other benefit costs,
increased utilization of covered services, and ACA assessments, fees and taxes, by restricting our ability to reflect these
increases and/or these assessments, fees and taxes in our pricing. Further, our ability to reflect ACA assessments, fees and taxes
in our Medicare, Medicaid and CHIP premium rates is limited.
52
Since 2013, HHS has issued determinations to health plans that their premium rate increases were "unreasonable," and we may
experience challenges to appropriate premium rate increases in certain states. Regulators or legislatures in several states have
implemented or are considering limits on premium rate increases, either by enforcing existing legal requirements more
stringently or proposing different regulatory standards. Regulators or legislatures in several states also have conducted hearings
on proposed premium rate increases, which can result, and in some instances have resulted, in substantial delays in
implementing proposed rate increases even if they ultimately are approved. Our plans can be excluded from participating in
small group Public Exchanges if they are deemed to have a history of "unreasonable" rate increases. Any significant rate
increases we may request heighten the risks of adverse publicity, adverse regulatory action and adverse selection and the
likelihood that our requested premium rate increases will be denied, reduced or delayed, which could lead to operating margin
compression.
We anticipate continued regulatory and legislative action to increase regulation of premium rates in our Insured Health Care
Benefits products. We may not be able to obtain rates that are actuarially justified or that are sufficient to make our policies
profitable in one or more product lines or geographies. If we are unable to obtain adequate premium rates and/or premium rate
increases, it could materially and adversely affect our operating margins and MBRs and our ability to earn adequate returns on
Insured Health Care Benefits products in one or more states or cause us to withdraw from certain geographies and/or products.
Minimum MLR rebate requirements limit the level of margin we can earn in our Insured Health Care Benefits products
while leaving us exposed to higher than expected medical costs. Challenges to our minimum MLR rebate methodology and/
or reports could adversely affect our operating results.
The ACA's minimum MLR rebate requirements limit the level of margin we can earn in Health Care Benefits' Commercial
Insured business. CMS and state minimum MLR rebate regulations limit the level of margin we can earn in our Medicare
Advantage and Medicaid Insured businesses. Certain portions of our Health Care Benefits Medicaid and FEHB program
business also are subject to minimum MLR rebate requirements in addition to but separate from those imposed by the ACA.
Minimum MLR rebate requirements leave us exposed to medical costs that are higher than those reflected in our pricing. The
process supporting the management and determination of the amount of MLR rebates payable is complex and requires
judgment, and the minimum MLR reporting requirements are detailed. CMS has also proposed, but not yet finalized, a
definition of "prescription drug price concessions" for commercial MLR calculation purposes, which would make additional
PBM information available to plans and the HHS, potentially further complicating the MLR calculation process. Federal and
state auditors are challenging our Commercial Health Care Benefits business' compliance with the ACA's minimum MLR
requirements as well as our FEHB plans' compliance with OPM's FEHB program-specific minimum MLR requirements. Our
Medicare and Medicaid contracts also are subject to minimum MLR audits. If a Medicare Advantage or Medicare Part D
contract pays minimum MLR rebates for three consecutive years, it will become ineligible to enroll new members. If a
Medicare Advantage or Medicare Part D contract pays such rebates for five consecutive years, it will be terminated by CMS.
Additional challenges to our methodology and/or reports relating to minimum MLR and related rebates by federal and state
regulators and private litigants are reasonably possible. The outcome of these audits and additional challenges could adversely
affect our operating results.
Our operating results may be adversely affected by changes in laws and policies governing employers and by union
organizing activity.
Congress and certain state legislatures continue to consider and pass legislation that increases our costs of doing business,
including increased minimum wages and requiring employers to provide paid sick leave or paid family leave. In addition, our
employee-related operating costs may be increased by union organizing activity and it is possible that the National Labor
Relations Board may adopt regulatory changes through re-making or case law that could facilitate union organizing. If we are
unable to reflect these increased expenses in our pricing or otherwise modify our operations to mitigate the effects of such
increases, our operating results will be adversely affected.
We face international political, legal and compliance, operational, regulatory, economic and other risks that may be more
significant than in our domestic operations.
We are in the process of winding down our international insurance operations in 2025. However, our remaining international
operations present political, legal, compliance, operational, regulatory, economic and other risks that we do not face or that are
more significant than in our domestic operations. These risks vary widely by country and include varying regional and
geopolitical business conditions and demands, government intervention and censorship, discriminatory regulation, climate
change regulation, nationalization or expropriation of assets and pricing constraints. Our international operations need to meet
country-specific legal requirements, including those related to licensing, data privacy, data storage and data protection.
53
Our international operations increase our exposure to, and require us to devote significant management resources to implement
controls and systems to comply with, the privacy and data protection laws of non-U.S. jurisdictions, such as the EU's GDPR,
and the anti-bribery, anti-corruption and anti-money laundering laws of the U.S. (including the FCPA) and the United Kingdom
(including the UK Bribery Act) and similar laws in other jurisdictions. Implementing our compliance policies, internal controls
and other systems may also require the investment of considerable management time and financial and other resources.
Violations of these laws and regulations could result in fines, criminal sanctions against us, our officers or employees,
restrictions or outright prohibitions on the conduct of our business, and significant brand and reputational harm. We must
regularly reassess the size, capability and location of our global infrastructure and make appropriate changes, and must have
effective change management processes and internal controls in place to address changes in our businesses and operations. Our
success depends, in part, on our ability to anticipate these risks and manage these difficulties, and the failure to do so could
have a material adverse effect on our brand, reputation, businesses, operating results and/or financial condition.
Our international operations require us to overcome logistical and other challenges based on differing languages, cultures, legal
and regulatory schemes and time zones. Our international operations encounter labor laws, standards and customs that can be
difficult and make employee relationships less flexible than in our domestic operations and expensive to modify or terminate. In
some countries we are required to, or choose to, operate with local business associates, which requires us to manage our
relationships with these third parties and may reduce our operational flexibility and ability to quickly respond to business
challenges.
In some countries we may be exposed to currency exchange controls or other restrictions that prevent us from transferring funds
internationally or converting local currencies into U.S. dollars or other currencies. Fluctuations in foreign currency exchange
rates may adversely affect our revenues, operating results and cash flows from our international operations. Some of our
operations are, and are increasingly likely to be, in emerging markets where these risks are heightened. Any measures we may
implement to reduce the effect of volatile currencies and other risks on our international operations may not be effective.
Risks Associated with Mergers, Acquisitions, and Divestitures
We may be unable to successfully integrate companies we acquire.
Upon the closing of any acquisition, we need to successfully integrate the products, services and related assets, as well as
internal controls into our business operations. If an acquisition is consummated, the integration of the acquired business, its
products, services and related assets into our company also may be complex, expensive, and time-consuming and, if the
integration is not fully successful, we may not achieve the anticipated benefits, operating and cost synergies and/or growth
opportunities of an acquisition. Potential difficulties that may be encountered in the integration process include the following:
•
Integrating personnel, operations and systems (including internal control environments and compliance policies), while
maintaining focus on producing and delivering consistent, high quality products and services;
•
Coordinating geographically dispersed organizations;
•
Distracting management's attention from our ongoing business operations;
•
Retaining existing customers and attracting new customers;
•
Managing inefficiencies associated with integrating our operations; and
•
Reconciling post-acquisition costs and liabilities between buyer and seller.
An inability to realize the full extent of the anticipated benefits, operating and cost synergies, innovations and operations
efficiencies or growth opportunities of an acquisition, as well as any delays or additional expenses encountered in the
integration process, could have a material adverse effect on our businesses and operating results. Furthermore, acquisitions,
even if successfully integrated, may fail to further our business strategy as anticipated, expose us to increased competition or
challenges with respect to our products, services or service areas, and expose us to additional liabilities associated with an
acquired business including risks and liabilities associated with litigation involving the acquired business. Any one of these
challenges or risks could impair our ability to realize any benefit from our acquisitions after we have expended resources on
them.
We may pursue acquisitions, joint ventures, strategic alliances and other inorganic growth opportunities, as well as strategic
divestitures, which may be unsuccessful, cause us to assume unanticipated liabilities, disrupt our existing businesses, be
dilutive or lead us to assume significant debt, among other things.
54
We may pursue acquisitions, joint ventures, strategic alliances and other inorganic growth opportunities, as well as strategic
divestitures, as part of our business strategy. In addition to the integration risks noted above, some other risks we may face with
respect to acquisitions and other inorganic growth strategies include:
•
we may not be able to obtain the required regulatory approval for an acquisition in a timely manner, if at all;
•
we frequently compete with other firms, some of which may have greater financial and other resources and a greater
tolerance for risk, to acquire attractive companies;
•
the acquired, alliance and/or joint venture businesses may not perform as projected;
•
the goodwill or other intangible assets established as a result of our acquisitions may be incorrectly valued or may become
impaired;
•
we may assume unanticipated liabilities, including those that were not disclosed to us or which we underestimated;
•
the acquired businesses, or the pursuit of other inorganic growth strategies, could disrupt or compete with our existing
businesses, distract management, result in the loss of key employees, business partners, suppliers and customers, divert
resources, result in tax costs or inefficiencies and make it difficult to maintain our current business standards, controls,
information technology systems, policies, procedures and performance;
•
we may finance future acquisitions and other inorganic growth strategies by issuing common stock for some or all of the
purchase price, which would dilute the ownership interests of our stockholders;
•
we may incur significant debt in connection with acquisitions (whether to finance acquisitions or by assuming debt from
the businesses we acquire);
•
a proposed or pending transaction may have a negative effect on the Company's credit ratings;
•
we may not have the expertise to manage and profitably grow the businesses we acquire, and we may need to rely on the
retention of key personnel and other suppliers of businesses we acquire, which may be difficult or impossible to
accomplish;
•
we may enter into merger or purchase agreements but, due to reasons within or outside our control, fail to complete the
related transactions, which could result in termination fees or other penalties that could be material, cause material
disruptions to our businesses and operations and adversely affect our brand, reputation, or stock price;
•
in order to complete an acquisition, we may be required to divest certain portions of our business, for which we may not be
able to obtain favorable pricing;
•
we may be involved in litigation related to mergers or acquisitions, including for matters that occurred prior to the
applicable closing, which may be costly to defend and may result in adverse rulings against us that could be material;
•
announcements related to an acquisition could have an adverse effect on the market price of the Company's common stock
and other securities; and
•
the integration into our businesses of the businesses and entities we acquire may affect the way in which existing laws and
regulations apply to us, including subjecting us to laws and regulations that did not previously apply to us.
Similarly, we may also seek to divest assets that no longer fit into our long-term strategic plan. Such divestitures may take time
and, even if such divestitures can be completed, the terms of such divestitures will be subject to market conditions, financing
availability and other considerations of potential buyers, and they may have negative short-term financial impacts on us. In
addition, joint ventures present risks that are different from acquisitions, including selection of appropriate joint venture parties,
initial and ongoing governance of the joint venture, joint venture compliance activities (including compliance with applicable
CMS requirements), growing the joint venture's business in a manner acceptable to all the parties, including other providers in
the networks that include joint ventures, maintaining positive relationships among the joint venture parties and the joint
venture's customers, and member and business disruption that may occur upon joint venture termination.
Risks Related to Our Operations
Failure to meet customer expectations may harm our brand and reputation, our ability to retain and grow our customer base
and membership and our operating results and cash flows.
Our ability to attract and retain customers and members is dependent upon providing compliant, cost effective, quality customer
service operations (such as call center operations, PBM functions, retail pharmacy and LTC services, retail, mail order and
specialty pharmacy prescription delivery, claims processing, customer case installation and online access and tools) that meet or
exceed our customers' and members' expectations, either directly or through vendors. As we seek to reduce general and
administrative expenses, we must balance the potential impact of cost-saving measures on our customers and other services and
performances. If we misjudge the effects of such measures, customers and other services may be adversely affected. We depend
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on third parties for certain of our customer service, PBM and prescription delivery operations. If we or our vendors fail to
provide compliant service that meets our customers' and members' expectations, we may have difficulty retaining or profitably
growing our customer base and/or membership, which could adversely affect our operating results. For example,
noncompliance with any privacy or security laws or regulations or any security breach involving us or one of our third-party
vendors could have a material adverse effect on our businesses, operating results, brand and reputation.
We and our vendors have experienced and continue to experience cyberattacks. We can provide no assurance that we or our
vendors will be able to detect, prevent or contain the effects of such attacks or other information security (including
cybersecurity) risks or threats in the future.
We and our vendors have experienced diverse cyberattacks and expect to continue to experience cyberattacks going forward.
As examples, the Company and its vendors have experienced attempts to gain access to systems, denial of service attacks,
attempted malware infections, account takeovers, scanning activity, and phishing emails. We have also seen an increase in
ransomware attacks in our industry. Attacks can originate from external sources (including criminals, terrorists and nation
states) or internal actors. The Company is dedicating and will continue to dedicate significant resources and incur significant
expenses to maintain and update on an ongoing basis the systems and processes that are designed to mitigate the information
security risks it faces and protect the security of its computer systems, software, networks and other technology assets against
attempts by unauthorized parties to obtain access to confidential information, disrupt or degrade service, or cause other damage.
The impact of known cyberattacks has not been material to the Company's operations or operating results through December
31, 2024. The Board is regularly informed regarding the Company's information security policies, practices and status.
A compromise of our information security controls or of those third parties with whom we interact, which results in business
disruption or confidential information being accessed, obtained, damaged, or used by unauthorized or improper persons, could
harm our reputation and expose us to regulatory actions and claims from customers and clients, financial institutions, payment
card associations and other persons, any of which could adversely affect our businesses, operating results and financial
condition. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change
frequently and may not immediately produce signs of intrusion, we may be unable to anticipate these techniques or to
implement adequate preventative measures. Moreover, a cyberattack could require that we expend significant resources related
to our information systems and infrastructure, and could distract management and other key personnel from performing their
primary operational duties. We also could be adversely affected by any significant disruption in the systems of third parties we
interact with, including key payors and vendors.
The costs of attempting to protect against the foregoing risks and the costs of responding to a cyberattack or other information
security incident are significant. Large scale data breaches at other entities increase the challenge we and our vendors face in
maintaining the security of our information technology systems and proprietary information and of our customers', employees',
members' and other constituents' personal information. Following an information security incident, our and/or our vendors'
remediation efforts may not be successful, and could result in interruptions, delays or cessation of service, and loss of existing
or potential customers and members. In addition, breaches of our and/or our vendors' security measures and the unauthorized
access to or dissemination of personal information, proprietary information or confidential information about us, our customers,
our members or other third-parties, could expose our customers', members' and other constituents' information and our
customers, members and other constituents to the risk of financial or medical identity theft, or expose us or other third parties to
a risk of loss or misuse of this information, and result in investigations, regulatory enforcement actions, material fines and
penalties, loss of customers, litigation or other actions, which could have a material adverse effect on our brand, reputation,
businesses, operating results and cash flows.
See Item 1C of this 10-K, "Cybersecurity," for more information on the Company's cybersecurity risk management and
governance.
Data governance failures can adversely affect our reputation, businesses and prospects. Our use and disclosure of
members', customers' and other constituents' personal information is subject to complex regulations at multiple levels.
Our information systems are critical to the operation of our businesses. We collect, process, maintain, retain, evaluate, utilize
and distribute large amounts of personally identifiable, protected health, and financial information (including payment card
information) and other confidential and sensitive data about our customers, employees, members and other constituents in the
ordinary course of our businesses. Some of our information systems rely upon third party systems, including cloud service
providers, to accomplish these tasks. The use and disclosure of such information is regulated at the federal, state and
international levels. In some cases, such laws, rules and regulations also apply to our vendors and/or may hold us liable for any
violations by our vendors. These laws, rules and regulations are subject to change (and many are rapidly evolving) and in recent
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years have given rise to increased enforcement activity, litigation, and other disputes. For example, certain of our vendors have
experienced incidents that resulted in the unauthorized disclosure of confidential information, including personal information of
our members, patients or employees, which has caused us to incur expenses including those related to responding to regulatory
inquiries and/or litigation. Some of these expenses are indemnified but others are not. International laws, rules and regulations
governing the use and disclosure of these types of information are generally more stringent than U.S. laws and regulations, and
they vary from jurisdiction to jurisdiction. Noncompliance with applicable privacy or security laws or regulations, or any
security breach, information security incident, and any other incident involving the theft, misappropriation, compromise, loss or
other unauthorized disclosure of, or access to, customer, member or other constituent information, whether by us, by one of our
business associates or vendors or by another third party, could require us to expend significant resources to remediate any
damage, could interrupt our operations and could adversely affect our brand and reputation, membership and operating results
and also could expose and/or has exposed us to mandatory disclosure requirements, adverse media attention, litigation
(including class action litigation), governmental investigations and enforcement proceedings, material fines, penalties and/or
remediation costs, and compensatory, special, punitive and statutory damages, consent orders, adverse actions against our
licenses to do business and/or injunctive relief, any of which could adversely affect our businesses, operating results, cash flows
or financial condition.
Our businesses depend on our customers', members' and other constituents' willingness to entrust us with their health related
and other personal information. Events that adversely affect that trust, including inadequate disclosure to our members or
customers of our uses of their information, failing to keep our information technology systems and our customers', members'
and other constituents' information secure from significant attack, theft, damage, loss or unauthorized disclosure or access,
whether as a result of our action or inaction (including human error) or that of our business associates, vendors or other third
parties, could adversely affect our brand and reputation, membership and operating results and also could expose and/or has
exposed us to mandatory disclosure to the media, litigation (including class action litigation), governmental investigations and
enforcement proceedings, material fines, penalties and/or remediation costs, and compensatory, special, punitive and statutory
damages, consent orders, adverse actions against our licenses to do business and/or injunctive relief, any of which could
adversely affect our businesses, operating results, cash flows or financial condition. There can be no assurance that awe have or
will be able to adequately prevent, detect, and/or remediate such data security incidents.
The failure or disruption of our information technology systems or the failure of our information technology infrastructure
to support our businesses could adversely affect our reputation, businesses, operating results and cash flows.
Our information systems are subject to damage or interruption from power outages, facility damage, computer and
telecommunications failures, computer viruses, security breaches (including credit card or personally identifiable information
breaches), cyberattacks, vandalism, catastrophic events and human error. If our information systems are damaged, fail to work
properly or otherwise become unavailable, we may incur substantial costs to repair or replace them, and may experience
reputational damage, loss of critical information, customer disruption and interruptions or delays in our ability to perform
essential functions and implement new and innovative services. We use third-party vendors to set-up, service, and/or maintain
portions of our information technology systems, and our vendors may suffer the same types of issues, which could adversely
affect our ability to access and use such systems and the data contained therein, which could result in similar harm. In addition,
our efforts to comply with changes in U.S. and foreign laws and regulations, including privacy and information security laws
and standards, may cause us to incur significant expense due to increased investment in technology and the development of new
operational processes.
Our business success and operating results depend in part on effective information technology systems and on continuing to
develop and implement improvements in technology. Pursuing multiple initiatives simultaneously could make this continued
development and implementation significantly more challenging.
Many aspects of our operations are dependent on our information systems and the information collected, processed, stored and
handled by these systems. We rely heavily on our information and technology systems to manage our ordering, pricing, point-
of-sale, pharmacy fulfillment, inventory replenishment, claims processing, customer loyalty and subscription programs, finance,
human resources and other processes. Throughout our operations, we collect, process, maintain, retain, evaluate, utilize and
distribute large amounts of confidential and sensitive data and information, including personally identifiable information and
protected health information, that our customers, employees, members and other constituents provide to purchase products or
services, enroll in programs or services, register on our websites, interact with our personnel, or otherwise communicate with
us. For these operations, we depend in part on the secure transmission of confidential information over public networks.
We have many different information and other technology systems supporting our different businesses, including technology
acquired as part of acquisitions, such as Canopy. Our businesses depend in large part on these systems to adequately price our
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products and services; accurately establish reserves, process claims and report operating results; and interact with providers,
employer plan sponsors, customers, members, consumers and vendors in an efficient and uninterrupted fashion. In addition,
recent trends toward greater consumer engagement in health care require new and enhanced technologies, including more
sophisticated applications for mobile devices. Certain of our technology systems (including software) are older, legacy systems
that are less flexible, less efficient and require a significant ongoing commitment of capital and human resources to maintain,
protect and enhance them and to integrate them with our other systems. We must re-engineer and reduce the number of these
older, legacy systems to meet changing consumer and vendor preferences and needs, improve our productivity and reduce our
operating expenses, and acquired systems may need significant investment in order to meet the ongoing needs of the larger
Company. We also need to develop or acquire new technology systems, contract with new vendors or modify certain of our
existing systems to support the consumer-oriented and transformational products and services we are developing, operating and
expanding and/or to meet current and developing industry and regulatory standards, including to keep pace with continuing
changes in information processing technology, emerging cybersecurity risks and threats, and changes to applicable privacy and
security laws, rules and regulations. If we fail to achieve these objectives, our ability to profitably grow our business and/or our
operating results may be adversely affected.
In addition, information technology and other technology and process improvement projects, including our transformation and
enterprise modernization programs, frequently are long-term in nature and may take longer to complete and cost more than we
expect and may not deliver the benefits we project once they are complete. If we do not effectively and efficiently secure,
manage, integrate and enhance our technology portfolio (including vendor sourced systems), we could, among other things,
have problems determining health care and other benefit cost estimates and/or establishing appropriate pricing, meeting the
needs of customers, consumers, providers, members and vendors, developing and expanding our consumer-oriented products
and services or keeping pace with industry and regulatory standards, and our operating results may be adversely affected.
Product liability, product recall, professional liability or personal injury issues could damage our reputation and have a
significant adverse effect on our businesses, operating results, cash flows and/or financial condition,
The products that we sell could become subject to contamination, product tampering, mislabeling, recall or other damage. In
addition, errors in the dispensing, packaging or administration of drugs or other products and consuming drugs in a manner that
is not prescribed could lead to serious injury or death. Product liability or personal injury claims may be asserted against us with
respect to any of the drugs or other products we sell or services we provide. For example, we are a defendant in hundreds of
litigation proceedings relating to opioids and the sale of products containing talc. Our businesses also involve the provision of
professional services, including by physicians, pharmacists, physician assistants, nurses and nurse practitioners, which exposes
us to professional liability claims. Should a product or other liability issue arise, the coverage available under our insurance
programs and the indemnification amounts available to us from third parties may not be adequate to protect us against the
financial impact of the related claims. We also may not be able to maintain our existing levels of insurance on acceptable terms
in the future. Any of the issues discussed above could damage our brand and reputation and have a significant adverse effect on
our businesses, operating results and/or financial condition.
We face significant competition in attracting and retaining talented employees, Further, managing succession for, and
retention of, key executives is critical to our success, and our failure to do so could adversely affect our businesses,
operating results and/or future performance,
Our ability to attract and retain qualified and experienced employees is essential to meet our current and future goals and
objectives. There is no guarantee we will be able to attract and retain such employees or that competition among potential
employers will not result in increased compensation and/or benefits costs. If we are unable to retain existing employees or
attract additional employees, or we experience an unexpected loss of leadership, we could experience a material adverse effect
on our businesses, operating results and/or future performance.
In addition, our failure to adequately plan for succession of senior management and other key management roles or the failure
of key employees to successfully transition into new roles could have a material adverse effect on our businesses, operating
results and/or future performance. The succession plans we have in place and our employment arrangements with certain key
executives do not guarantee the services of these executives will continue to be available to us.
Sales of our products and services are dependent on our ability to attract and motivate internal sales personnel and
independent third-party brokers, consultants and agents, New distribution channels create new disintermediation risk, We
may be subject to penalties or other regulatory actions as a result of the marketing practices of brokers and agents selling
our products,
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Our products are sold primarily through our sales personnel, who frequently work with independent brokers, consultants and
agents who assist in the marketing, production and servicing of business. The independent brokers, consultants and agents
generally are not exclusively dedicated to us and may frequently recommend and/or market health care benefits products of our
competitors. Our sales could be adversely affected if we are unable to attract, retain or motivate sales personnel and third-party
brokers, consultants and agents, or if we do not adequately provide support, training and education to this sales network
regarding our complex product portfolio, or if our sales strategy is not appropriately aligned across distribution channels. This
risk is heightened as we develop, operate and expand our consumer-oriented products and services and we expand in the health
care space and our business model evolves to include a greater focus on consumers and direct-to-consumer sales, such as
competing for sales on Insurance Exchanges.
New distribution channels for our products and services continue to emerge, including Private Exchanges operated by health
care consultants and technology companies. These channels may make it more difficult for us to directly engage consumers and
other customers in the selection and management of their health care benefits, in health care utilization and in the effective
navigation of the health care system. We also may be challenged by new technologies and marketplace entrants that could
interfere with our existing relationships with customers and health plan members in these areas.
In addition, there have been several investigations regarding the marketing practices of brokers and agents selling health care
and other insurance products and the payments they receive. These investigations have resulted in enforcement actions against
companies in our industry and brokers and agents marketing and selling those companies' products. These investigations and
enforcement actions could result in penalties and the imposition of corrective action plans and/or changes to industry practices,
which could adversely affect our ability to market our products.
Specifically, CMS, U.S. Congressional committees and state departments of insurance have each increased scrutiny of the
marketing practices of brokers and agents who market Medicare products and of the Medicare Advantage organizations that use
these organizations to market their products. CMS, other federal agencies or U.S. Congress may also recommend changes or
take additional action with respect to the way in which brokers and agents are compensated for selling our Medicare Advantage
and Part D plans. For example, CMS finalized new requirements imposing limitations on the amounts and types of payments
that brokers can earn for marketing and enrollment services with respect to Medicare Advantage and Part D plans. While these
new requirements are currently subject to an injunction, if the injunction is lifted or CMS attempts to impose restrictions on
broker and agent compensation in the future, we will need to comply with the new restrictions. In addition, the IRA contains
changes to the Part D program that began in 2023 and will continue through 2032 that will shift more of the claim liability to
plans and away from the government.
Failure of our businesses to effectively collaborate could prevent us from maximizing our operating results.
To maximize our overall enterprise value, our various businesses need to collaborate effectively. Our businesses need to be
aligned to carry out our business strategy, prioritize goals and coordinate the design of new products intended to utilize the
offerings of multiple businesses, including implementing our transformation and enterprise modernization programs. In
addition, misaligned incentives, information siloes, ineffective product development and failure of our corporate governance
policies or procedures, for example significant financial decisions being made at an inappropriate level in our organization, also
could prevent us from maximizing our operating results and/or achieving our financial and other projections.
We are subject to payment-related risks that could increase our operating costs, expose us to fraud or theft, subject us to new
rules and other requirements and potential liability and may disrupt our business operations.
We accept payments using a variety of methods, including cash, checks, credit cards, debit cards, gift cards, mobile payments
and potentially other technologies in the future that may subject us to new and additional risks related to fraud and theft.
Acceptance of these payment methods subjects us to rules, regulations, contractual obligations and compliance requirements,
including payment network rules and operating guidelines, data security standards and certification requirements, and rules and
regulatory requirements governing these payment methods. These requirements may change in the future, which could make
compliance more difficult or costly. For certain payment options, including credit and debit cards, we pay interchange and other
fees, which could increase periodically thereby raising our operating costs. We rely on third parties to provide payment
processing services, including the processing of credit cards, debit cards, and various other forms of electronic payment we
currently use or adopt in the future. If these vendors are unable to provide these services to us, or if their systems are
compromised, our operations could be disrupted. The payment methods that we offer also expose us to potential fraud and theft
by persons seeking to obtain unauthorized access to, or exploit any weaknesses in, the payment systems we use. If we fail to
abide by applicable rules or requirements, or if data relating to our payment systems is compromised due to a breach or misuse,
we may be responsible for any costs incurred by payment card issuing banks and other third parties or subject to fines and
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higher transaction fees. In addition, our reputation and ability to accept certain types of payments could each be harmed
resulting in reduced sales and adverse effects on our operating results.
Both our and our vendors' operations are subject to a variety of business continuity hazards and risks, any of which could
interrupt our operations or otherwise adversely affect our performance and operating results.
We and our vendors are subject to business continuity hazards and other risks, including natural disasters and extreme weather
events (which may increase in frequency or intensity as a result of climate change), utility and other mechanical failures, acts of
war or terrorism, acts of civil unrest, crime, disruption of communications, data security and preservation, disruption of supply
or distribution, safety regulation and labor difficulties. The occurrence of any of these or other events to us or our vendors
might disrupt or shut down our operations or otherwise adversely affect our operations. We also may be subject to certain
liability claims in the event of an injury or loss of life, or damage to property, resulting from such events. Although we have
developed procedures for crisis management and disaster recovery and business continuity plans, and we maintain insurance
policies that we believe are customary and adequate for our size and industry, our crisis management and disaster recovery
procedures and business continuity plans may not be effective and our insurance policies include limits and exclusions and, as a
result, our coverage may be insufficient to protect against all potential hazards and risks incident to our businesses. Should any
such hazards or risks occur, or should our insurance coverage be inadequate or unavailable, our businesses, operating results,
cash flows and financial condition could be adversely affected.
Financial Risks
We would be adversely affected if we do not effectively deploy our capital
.
Downgrades or potential downgrades in our credit
ratings, should they occur, could adversely affect our brand and reputation, businesses, operating results, cash flows and
financial condition.
Our operations generate significant capital, and we may from time to time raise additional capital, subject to market conditions.
The manner in which we deploy our capital, including investments in our businesses, our operations (such as information
technology and other strategic and capital projects), dividends, acquisitions, share and/or debt repurchases, repayment of debt,
reinsurance or other capital uses, impacts our financial strength, claims paying ability and credit ratings issued by nationally-
recognized statistical rating organizations. Credit ratings issued by nationally-recognized statistical rating organizations are
broadly distributed and generally used throughout our industries. Our ratings reflect each rating organization's opinion of our
financial strength, operating performance and ability to meet our debt obligations or obligations to our insureds. We believe our
credit ratings and the financial strength and claims paying ability of our principal insurance and HMO subsidiaries are
important factors in marketing our Health Care Benefits products to certain of our customers.
The Company's long-term debt ratings are currently investment grade, though each of the ratings organizations reviews our
ratings periodically and there can be no assurance that our current ratings will be maintained in the future. In August 2024,
Moody's Investor Service, Inc. ("Moody's") and Standard & Poor's Financial Services LLC ("S&P") changed their outlook on
the Company's long-term debt from "Stable" to "Negative." In October 2024, Moody's placed the Company's long-term debt
ratings and the Company's commercial paper program on review for downgrade. Subsequently, in December 2024, Moody's
downgraded the Company's long-term debt rating to "Baa3" and the Company's commercial paper rating to "P3" and changed
their outlook on the Company to "Stable". In December 2024, Fitch Ratings Inc. ("Fitch") initiated ratings coverage on the
Company and assigned a first-time "BBB" rating to the Company's long-term debt and a "F2" rating to the Company's
commercial paper program with the outlook on the Company of "Negative". Downgrades in our ratings could adversely affect
our businesses, operating results, cash flows and financial condition.
Goodwill and other intangible assets could, in the future, become impaired.
As of December 31, 2024 and December 31, 2023, we had $118.6 billion and $120.5 billion, respectively, of goodwill and
other intangible assets. Goodwill and indefinite-lived intangible assets are subject to annual impairment reviews, or more
frequent reviews if events or circumstances indicate that the carrying value may not be recoverable. When evaluating goodwill
for potential impairment, we compare the fair value of our reporting units to their respective carrying amounts. We estimate the
fair value of our reporting units using a combination of a discounted cash flow method and a market multiple method. If the
carrying amount of a reporting unit exceeds its estimated fair value, a goodwill impairment loss is recognized in an amount
equal to the excess to the extent of the goodwill balance. Indefinite-lived intangible assets are tested for impairment by
comparing the estimated fair value of the asset to its carrying value. The Company estimates the fair value of its indefinite-lived
trademarks using the relief from royalty method under the income approach. If the carrying value of the asset exceeds its
estimated fair value, an impairment loss is recognized, and the asset is written down to its estimated fair value. Definite-lived
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intangible assets are tested for impairment whenever events or changes in circumstances indicate that the carrying value of such
an asset may not be recoverable. If indicators of impairment are present, the Company first compares the carrying amount of the
asset group to the estimated future cash flows associated with the asset group (undiscounted). If the estimated future cash flows
used in this analysis are less than the carrying amount of the asset group, an impairment loss calculation is prepared. The
impairment loss calculation compares the carrying amount of the asset group to the asset group's estimated future cash flows
(discounted).
Estimated fair values could change if, for example, there are changes in the business climate, industry-wide changes, changes in
the competitive environment, adverse legal or regulatory actions or developments, changes in capital structure, cost of debt,
interest rates, capital expenditure levels, operating cash flows or market capitalization. Because of the significance of our
goodwill and intangible assets, any future impairment of these assets could require material noncash charges to our operating
results, which also could have a material adverse effect on our financial condition.
Adverse conditions in the U.S. and global capital markets can significantly and adversely affect the value of our investments
in debt and equity securities, mortgage loans, alternative investments and other investments, and our operating results and/
or our financial condition.
The U.S. and global capital markets, including credit markets, continue to experience volatility and uncertainty. As an insurer,
we have a substantial investment portfolio that supports our policy liabilities and surplus and is comprised largely of debt
securities of issuers located in the U.S. As a result, the income we earn from our investment portfolio is largely driven by the
level of interest rates in the U.S., and to a lesser extent the international financial markets. Volatility, uncertainty and/or
disruptions in the global capital markets, particularly the U.S. credit markets, and governments' monetary policy, particularly
U.S. monetary policy, can significantly and adversely affect the value of our investment portfolio, our operating results and/or
our financial condition by:
•
significantly reducing the value and/or liquidity of the debt securities we hold in our investment portfolio and creating
realized capital losses that reduce our operating results and/or unrealized capital losses that reduce our shareholders' equity;
•
lowering interest rates on high-quality short-term or medium-term debt securities and thereby materially reducing our net
investment income and operating results as the proceeds from securities in our investment portfolio that mature or are
otherwise disposed of continue to be reinvested in lower yielding securities;
•
reducing the fair values of our investments if interest rates rise;
•
causing non-performance of or defaults on their obligations to us by third parties, including customers, issuers of securities
in our investment portfolio, mortgage borrowers and/or reinsurance and/or derivatives counterparties;
•
making it more difficult to value certain of our investment securities, for example if trading becomes less frequent, which
could lead to significant period-to-period changes in our estimates of the fair values of those securities and cause period-to-
period volatility in our net income and shareholders' equity;
•
reducing our ability to issue debt securities at attractive interest rates, thereby increasing our interest expense and
decreasing our operating results; and
•
reducing our ability to issue other securities.
Although we seek, within guidelines we deem appropriate, to match the duration of our assets and liabilities and to manage our
credit and counterparty exposures, a failure to do so adequately could adversely affect our net income and our financial
condition and, in extreme circumstances, our cash flows.
Risks Related to Our Relationships with Manufacturers, Providers, Suppliers and Vendors
We face risks relating to the market availability, pricing, suppliers and safety profiles of prescription drugs and other
products that we purchase and sell.
Our Pharmacy & Consumer Wellness segment and our mail order and specialty pharmacy operations generate revenues in
significant part by dispensing prescription drugs. Our PBM business generates revenues primarily by contracting with clients to
provide prescription drugs and related health care services to plan members. As a result, we are dependent on our relationships
with prescription drug manufacturers and suppliers. We acquire a substantial amount of our mail order and specialty
pharmacies' prescription drug supply from a limited number of suppliers. Certain of our agreements with such suppliers are
short-term and cancellable without cause. In addition, these agreements may allow the supplier to distribute through channels
other than us. Certain of these agreements also allow pricing and other terms to be adjusted periodically for changing market
conditions or required service levels. A termination or modification to any of these relationships could adversely affect our
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prescription drug supply and have a material adverse effect on our businesses, operating results and financial condition.
Moreover, many products distributed by our pharmacies are manufactured with ingredients that are susceptible to supply
shortages. In some cases, we depend upon a single source of supply. Any such supply shortages or loss of any such single
source of supply could adversely affect our operating results and cash flows.
Much of the branded and generic drug product that we sell in our pharmacies, and much of the other merchandise we sell, is
manufactured in whole or in substantial part outside of the U.S. In most cases, the products or merchandise are imported by
others and sold to us. As a result, significant changes in tax or trade policies, tariffs or trade relations between the U.S. and
other countries, such as the imposition of unilateral tariffs on imported products, could result in significant increases in our
costs, restrict our access to suppliers, depress economic activity, and have a material adverse effect on our businesses, operating
results and cash flows. The current administration has imposed and may further impose, or significantly increase, tariffs on
imports to the United States, which could exacerbate many of these issues. In addition, other countries may change their
business and trade policies and such changes, as well as any negative sentiments towards the U.S. in response to increased
import tariffs and other changes in U.S. trade regulations, including those that are imposed or threatened by the new
administration, could adversely affect our businesses.
Our suppliers are independent entities subject to their own operational and financial risks that are outside our control. If our
current suppliers were to stop selling prescription drugs to us or delay delivery, including as a result of supply shortages,
supplier production disruptions, supplier quality issues, closing or bankruptcies of our suppliers, or for other reasons, we may
be unable to procure alternatives from other suppliers in a timely and efficient manner and on acceptable terms, or at all.
Our operating results may be adversely affected if we are unable to contract with providers on competitive terms and develop
and maintain attractive networks with high quality providers.
We are seeking to enhance our health care provider networks by entering into joint ventures and other collaborative risk-sharing
arrangements with providers. Providers' willingness to enter these arrangements with us depends upon, among other things, our
ability to provide them with up to date quality of care data to support these value-based contracts. These arrangements are
designed to give providers incentives to engage in population health management and optimize delivery of health care to our
members. These arrangements also may allow us to expand into new geographies, target new customer groups, increase
membership and reduce medical costs and, if we provide technology or other services to the relevant health system or provider
organization, may contribute to our revenue and earnings from alternative sources. If such arrangements do not result in the
lower medical costs that we project or if we fail to attract providers to such arrangements, or are less successful at implementing
such arrangements than our competitors, our medical costs may not be competitive and may be higher than we project, our
attractiveness to customers may be reduced, we may lose or be unable to grow medical membership, and our ability to
profitably grow our business and/or our operating results may be adversely affected.
While we believe joint ventures, ACOs and other non-traditional health care provider organizational structures present
opportunities for us, the implementation of our joint ventures and other non-traditional structure strategies may not achieve the
intended results, which could adversely affect our operating results and cash flows. For example, joint ventures require us to,
among other things, maintain collaborative relationships with our counterparties, continue to gain access to provider rates that
make the joint ventures economically sustainable and devote significant management time to the operation and management of
the joint ventures. We may not be able to achieve these objectives in one or more of our joint ventures, which could adversely
affect our operating results and cash flows.
If our suppliers or service providers fail to meet their contractual obligations to us or to comply with applicable laws or
regulations, we may be exposed to brand and reputational harm, litigation and/or regulatory action.
We contract with various third parties to supply us with necessary products, perform certain functions and services and provide
us with certain information technology systems. Our arrangements with suppliers and these third parties may expose us to
public scrutiny, adversely affect our brand and reputation, expose us to litigation or regulatory action, and otherwise make our
operations vulnerable if we fail to adequately oversee, monitor and regulate their performance or if they fail to meet their
contractual obligations to us or to comply with applicable laws or regulations, including those related to human capital and
climate change. For example, certain of our vendors have been responsible for releases of sensitive information of our members
and employees, which has caused us to incur additional expenses and given rise to regulatory actions and litigation against us
and has adversely impacted our brand.
These risks are particularly high in our in Medicare Advantage (including dual eligible special needs plans), Medicare Part D,
Medicaid, and Managed Medicaid plans, where third parties may perform medical management and other member related
62
services for us. Any failure of these third parties' prevention, detection or control systems related to regulatory compliance,
compliance with our internal policies, data security and/or cybersecurity or any incident involving the theft, misappropriation,
loss or other unauthorized disclosure of, or access to, members', customers' or other constituents' sensitive information could
require us to expend significant resources to remediate any damage, interrupt our operations and adversely affect our brand and
reputation and also expose us to whistleblower, class action and other litigation, other proceedings, prohibitions on marketing or
active or passive enrollment of members, corrective actions, fines, sanctions and/or penalties, any of which could adversely
affect our businesses, operating results, cash flows and/or financial condition.
We may experience increased medical and other benefit costs, litigation risk and customer and member dissatisfaction when
providers that do not have contracts with us render services to our Health Care Benefits members.
Some providers that render services to our Health Care Benefits members do not have contracts with us. In those cases, we do
not have a pre-established understanding with these nonparticipating providers as to the amount of compensation that is due to
them for services rendered to our members. In some states, the amount of compensation due to these nonparticipating providers
is defined by law or regulation, but in most instances it is either not defined or it is established by a standard that is not clearly
translatable into dollar terms. In such instances, providers may believe that they are underpaid for their services and may either
litigate or arbitrate their dispute with us or try to recover the difference between what we have paid them and the amount they
charged us from our members, which may result in member dissatisfaction. For example, in 2019, certain claimant hospitals
were awarded approximately $86 million in an arbitration proceeding relating to Aetna's out-of-network benefit payment and
administration practices. Such disputes may cause us to pay higher medical or other benefit costs than we projected.
Continuing consolidation and integration among providers and other suppliers may increase our medical and other covered
benefits costs, make it difficult for us to compete in certain geographies and create new competitors.
Hospitals, other health care providers and health systems continue to consolidate across the health care industry. While this
consolidation could increase efficiency and has the potential to improve the delivery of health care services, it also reduces
competition and the number of potential contracting parties in certain geographies and sectors of the health care industry.
Health systems also are increasingly forming and considering forming health plans to directly offer health insurance in
competition with us, a process that has been accelerated by the ACA. In addition, ACOs (including Commercial and Medicaid-
only ACOs developed as a result of state Medicaid laws), practice management companies, consolidation among and by
integrated health systems and other changes in the organizational structures that physicians, hospitals and other providers adopt
continues to change the way these providers interact with us and the competitive landscape in which we operate. These changes
may increase our medical and other covered benefits costs, may affect the way we price our products and services and estimate
our medical and other covered benefits costs and may require us to change our operations, including by withdrawing from
certain geographies where we do not have a significant presence across our businesses or are unable to collaborate or contract
with providers on acceptable terms. Each of these changes may adversely affect our businesses and operating results.
Item 1B. Unresolved Staff Comments.
There are no unresolved SEC Staff Comments.
Item 1C. Cybersecurity.
Cybersecurity Risk Management
Cybersecurity is an important and integrated part of the Company's enterprise risk management strategy. Safeguarding the
Company's business information, intellectual property, customer, patient and employee data and technology systems is
essential for the continuity of its businesses, meeting applicable regulatory requirements and maintaining the trust of its
stakeholders.
To help protect the Company from a major cybersecurity incident that could have a material impact on operations or the
Company's financial results, the Company has implemented a robust information security program and has made technology
investments that focus on cybersecurity incident prevention, detection and mitigation. The steps the Company takes to reduce
its vulnerability and to mitigate the impacts from cybersecurity incidents include, but are not limited to: comprehensive
information security policies and standards, implementing logical and technical controls through processes and technologies,
monitoring its information technology systems for cybersecurity threats, assessing cybersecurity risk profiles of key third-
parties, implementing cybersecurity training and collaborating with public and private organizations on cyber threat information
63
and best practices. The Company is currently in material compliance with applicable information privacy and cybersecurity
standards.
The Company has implemented a Cybersecurity Incident Response Plan (the "Plan"), which is integrated into its overall crisis
management program. The Plan provides a framework for responding to cybersecurity incidents. The Plan identifies applicable
requirements for incident disclosure and reporting as well as provides protocols for incident evaluation, including the use of
third-party service providers and partners, processes for notification and internal escalation of information to the Company's
senior management, the disclosure committee, the Board and appropriate Board committees. The Plan also addresses
requirements for the Company's external reporting obligations. The Plan is reviewed and updated, as necessary, under the
leadership of the Company's Chief Information Security Officer ("CISO") and Chief Privacy Officer ("CPO").
The Company's information technology systems and processes are regularly assessed internally as well as by independent third
parties for compliance with the following standards: HIPAA; NIST 800-53; System and Organization Controls ("SOC") 1;
SOC 2 Type 2; HI-TRUST; Payment Card Industry Data Security Standards; and the National Association of Insurance
Commissioners. The Company annually purchases a cybersecurity risk insurance policy that is expected to help defray the costs
associated with a covered cybersecurity incident if it occurred.
Although the Company did not experience a material cybersecurity incident during the year ended December 31, 2024, it did
experience previously-disclosed impacts from the Change Healthcare cybersecurity incident in February 2024. See the
Company's Form 10-Q for the three months ended March 31, 2024 for more information. The scope and impact of any future
direct or third-party cybersecurity incident cannot be predicted. See "Item 1A. Risk Factors" for more information on the
Company's cybersecurity-related risks.
Governance
Management has responsibility to manage risk and bring to the Board's attention the most material near-term and long-term
risks to the Company. The Company's CISO leads management's assessment and management of cybersecurity risk. The CISO
reports to the Company's Chief Digital, Data, Analytics & Technology Officer (the "CDDATO"), who reports directly to the
Company's Chief Executive Officer. The CDDATO, CISO and the CPO, regularly review cybersecurity matters with
management. The current CDDATO, CISO and CPO each has more than 10 years of experience managing risks or advising on
cybersecurity issues.
The Board is actively engaged in overseeing and reviewing the Company's strategic direction and objectives, taking into
account, among other considerations, the Company's risk profile and related exposures. As part of this oversight the Board has
delegated certain of these responsibilities to committees of the Board. The Board has delegated the responsibility for the
oversight of the Company's cybersecurity risks to the Audit Committee. As part of this oversight, the Audit Committee reviews
the Company's cybersecurity program periodically, and at least annually. The Company's CDDATO and CISO update the
Audit Committee periodically, and at least annually, and the full Board as needed, on the Company's cybersecurity program,
including particular cybersecurity threats, incidents and new developments in the Company's risk profile. The CISO is a
member of the Company's Disclosure Committee, and the CPO advises the Disclosure Committee on cybersecurity matters on
an as-needed basis.
Item 2. Properties.
The Company's principal office is an owned building complex located in Woonsocket, Rhode Island, which totals
approximately one million square feet. The Company also leases office space in other locations in the U.S.
Health Care Benefits Segment
The Health Care Benefits segment's principal office is an owned building complex located in Hartford, Connecticut, which
totals approximately 1.7 million square feet. The Health Care Benefits segment also owns or leases office space in other
locations in the U.S. and several other countries.
Health Services Segment
The Health Services segment includes owned or leased mail service dispensing pharmacies, call centers, on-site pharmacy
stores,
retail specialty
pharmacy
stores,
specialty
mail service pharmacies
and
primary
care centers.
64
The Health Services segment leases 239 primary care centers across 27 states, totaling approximately 2.2 million square feet.
The Health Services segment also owns or leases office space used for administration, sales and marketing, technology and
development and professional services throughout the U.S. and in Ireland.
Pharmacy & Consumer Wellness Segment
As of December 31, 2024, the Pharmacy & Consumer Wellness segment operated the following properties:
•
More than 7,000 retail stores, of which approximately 4% were owned. Net selling space for retail stores was
approximately 72.6 million square feet as of December 31, 2024.
•
Approximately 1,860 retail pharmacies within retail chains, as well as approximately 30 clinics in Target Corporation
("Target") stores;
•
Owned distribution centers and leased distribution facilities throughout the U.S. totaling approximately 10.1 million square
feet;
•
Branches for compounding, specialty infusion and enteral nutrition services throughout the U.S.; and
•
Owned and leased LTC pharmacies throughout the U.S. and an owned LTC repackaging facility.
In connection with certain business dispositions completed between 1995 and 1997, the Company continues to guarantee lease
obligations for 61 former stores. The Company is indemnified for these guarantee obligations by the respective initial
purchasers. These guarantees generally remain in effect for the initial lease term and any extension thereof pursuant to a
renewal option provided for in the lease prior to the time of the disposition. For additional information on these guarantees, see
"Lease Guarantees" in Note 18 ''Commitments and Contingencies'' included in Item 8 of this 10-K.
Management believes that the Company's owned and leased facilities are suitable and adequate to meet the Company's
anticipated needs. At the end of the existing lease terms, management believes the leases can be renewed or replaced by
alternative space. For additional information on the right-of-use assets and lease liabilities associated with the Company's
leases, see Note 7 ''Leases'' included in Item 8 of this 10-K.
Item 3. Legal Proceedings.
The information contained in Note 18 ''Commitments and Contingencies'' included in Item 8 of this 10-K is incorporated
herein by reference.
Item 4. Mine Safety Disclosures.
Not applicable.
65
Information about our Executive Officers
The following sets forth the name, age and biographical information for each of the Registrant’s executive officers as of
February 12, 2025. In each case the officer’s term of office extends to the date of the meeting of the Board following the next
annual meeting of stockholders of CVS Health Corporation. Previous positions and responsibilities held by each of the
executive officers over the past five years or more are indicated below:
Heidi B. Capozzi
, age 55, Executive Vice President and Chief People Officer of CVS Health Corporation since September
2024; Executive Vice President and Global Chief People Officer of McDonald’s Corporation from April 2020 through August
2024; Senior Vice President and Chief Human Resources Officer of The Boeing Company from April 2016 through April 2020.
James D. Clark
, age 60, Senior Vice President - Controller and Chief Accounting Officer of CVS Health Corporation since
November 2018; Vice President - Finance and Accounting of CVS Pharmacy, Inc. from September 2009 through October 2018.
Thomas F. Cowhey
, age 52, Executive Vice President and Chief Financial Officer of CVS Health Corporation since January
2024; Senior Vice President and Interim Chief Financial Officer of CVS Health Corporation from October 2023 through
January 2024; Senior Vice President, Corporate Finance of CVS Health Corporation from September 2023 through October
2023; Senior Vice President, Capital Markets of CVS Health Corporation from February 2022 through September 2023; and
Executive Vice President and Chief Financial Officer of Surgical Partners, a large independent operator of short-stay surgical
facilities, from April 2018 through February 2022.
Roger N. Farah
, age 72, Executive Chair of the Board CVS Health Corporation since October 2024; Chair of the Board of CVS
Health Corporation since May 2022; Director of CVS Health Corporation since November 2018; and Director of Aetna, Inc.
from June 2007 through November 2018. He also currently serves as a director of The Progressive Corporation, an auto
insurance company, and formerly served as Chairman of the Board and a director of Tiffany & Co. until January 2021, and as a
director of Metro Bank PLC until March 2020.
J.
David Joyner
, age 60, President and Chief Executive Officer of CVS Health Corporation since October 2024; Executive Vice
President of CVS Health Corporation and President of Pharmacy Services from January 2023 through October 2024; Strategic
Business Advisor to gWell, Inc., a wellness technology company, from July 2021 through September 2023; Advisor to
Podimetrics Inc., a health care company focused on the identification and treatment of diabetic foot ulcers from September
2020 through January 2023; Advisory Council to the Rawls College of Business of Texas Tech University since July 2020;
Executive Vice President – Sales and Account Services, CVS Caremark for CVS Health Corporation from March 2011 through
December 2019.
Samrat S. Khichi
, age 57, Executive Vice President, Chief Policy Officer and General Counsel of CVS Health Corporation
since February 2023; Executive Vice President, Corporate Development, Public Policy, Regulatory Affairs and General
Counsel of Becton Dickinson Company (“BD”), a global medical technology company, from December 2017 through February
2023; Senior Vice President, General Counsel and Secretary of C.R. Bard, a medical technology company that was acquired
from BD, from July 2014 through December 2017.
Tilak Mandadi
, age 61, Executive Vice President, Ventures and Chief Digital, Data, Analytics and Technology Officer of CVS
Health Corporation since July 2022; Chief Strategy Officer, MGM Resorts International from July 2021 through July 2022;
Executive Vice President, Digital & Global Chief Technology Officer, Disney Parks, Experiences and Products from March
2013 through July 2021.
Steven H. Nelson
, age 66, Executive Vice President and President, Aetna of CVS Health Corporation since November 2024;
Chief Executive Officer, ChenMed LLC (“ChenMed”), a health care provider focused on senior citizens, from February 2024
through August 2024; President, ChenMed, from August 2023 through January 2024; President, JenCare Senior Medical
Center, a ChenMed company, from September 2022 through August 2023; Co-Chairman and Chief Executive Officer of Duly
Health and Care, a large multispecialty independent provider group, from July 2020 through September 2022.
Prem S. Shah
, age 45, Executive Vice President and Group President of CVS Health Corporation since November 2024;
Executive Vice President and Chief Pharmacy Officer of CVS Health Corporation from November 2021 through November
2024 and President or Co-President of Retail from January 2022 through November 2024; Executive Vice President, Specialty
and Product Innovation, CVS Caremark from August 2018 through November 2021; Vice President - Specialty Pharmacy, CVS
Caremark from February 2013 through July 2018.
66
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities.
Market Information
CVS Health Corporation's common stock is listed on the New York Stock Exchange under the symbol "CVS."
Dividends
During 2024, 2023 and 2022, the quarterly cash dividend was $0.665, $0.605 and $0.55 per share, respectively. CVS Health
Corporation has paid cash dividends every quarter since becoming a public company and expects to maintain its quarterly
dividend of $0.665 per share throughout 2025. Future dividends will depend on the Company's earnings, capital requirements,
financial condition and other factors considered relevant by the Board.
See Note 14 ''Shareholders' Equity'' included in Item 8 of this 10-K for information regarding CVS Health Corporation's
dividends.
Holders of Common Stock
As of February 5, 2025, there were 21,818 registered holders of the registrant's common stock according to the records
maintained by the registrant's transfer agent.
Issuer Purchases of Equity Securities
The following share repurchase programs have been authorized by the Board:
In billions
Authorization Date
Authorized
Remaining as of
December 31, 2024
November 17, 2022 ("2022 Repurchase Program")
$
10.0 $
10.0
December 9, 2021 ("2021 Repurchase Program")
10.0
1.5
Each of the share Repurchase Programs was effective immediately and permit the Company to effect repurchases from time to
time through a combination of open market repurchases, privately negotiated transactions, accelerated share repurchase
("ASR") transactions, and/or other derivative transactions. Both the 2022 and 2021 Repurchase Programs can be modified or
terminated
by
the Board
at any
time.
During the years ended December 31, 2024, 2023 and 2022, the Company repurchased an aggregate of 39.7 million shares of
common stock for approximately $3.0 billion, an aggregate of 22.8 million shares of common stock for approximately
$2.0 billion and an aggregate of 34.1 million shares of common stock for approximately $3.5 billion, respectively, each
pursuant to the 2021 Repurchase Program. This activity includes the share repurchases under the ASR transactions described
below.
Pursuant to the authorization under the 2021 Repurchase Program, the Company entered into a $3.0 billion fixed dollar ASR
with Morgan Stanley & Co. LLC ("Morgan Stanley"). Upon payment of the $3.0 billion purchase price on January 4, 2024, the
Company received a number of shares of CVS Health Corporation's common stock equal to 85% of the $3.0 billion notional
amount of the ASR or approximately 31.4 million shares, which were placed into treasury stock in January 2024. The ASR was
accounted for as an initial treasury stock transaction for $2.6 billion and a forward contract for $0.4 billion. The forward
contract was classified as an equity instrument and was recorded within capital surplus. In March 2024, the Company received
approximately 8.3 million shares of CVS Health Corporation's common stock, representing the remaining 15% of the
$3.0 billion notional amount of the ASR, thereby concluding the ASR. These shares were placed into treasury and the forward
contract was reclassified from capital surplus to treasury stock in March 2024.
Pursuant to the authorization under the 2021 Repurchase Program, the Company entered into a $2.0 billion fixed dollar ASR
with Citibank, N.A. Upon payment of the $2.0 billion purchase price on January 4, 2023, the Company received a number of
shares of CVS Health Corporation's common stock equal to 80% of the $2.0 billion notional amount of the ASR or
approximately 17.4 million shares, which were placed into treasury stock in January 2023. The ASR was accounted for as an
67
initial treasury stock transaction for $1.6 billion
and a forward contract for
$0.4 billion. The forward contract was classified as
an equity instrument and was recorded within capital surplus. In February 2023, the Company received approximately
5.4
million
shares of CVS Health Corporation's common stock, representing the remaining
20%
of the
$2.0 billion
notional
amount of the ASR, thereby concluding the ASR. These shares were placed into treasury stock and the forward contract was
reclassified from capital surplus to treasury stock in February 2023.
Pursuant to the authorization under the 2021 Repurchase Program, the Company entered into a
$1.5 billion
fixed dollar ASR
with Barclays Bank PLC. Upon payment of the $1.5 billion
purchase price on January 4, 2022, the Company received a number
of shares of CVS Health Corporation's common stock equal to
80%
of the $1.5 billion
notional amount of the ASR or
approximately
11.6 million
shares, which were placed into treasury stock in January 2022. The ASR was accounted for as an
initial treasury stock transaction for
$1.2 billion
and a forward contract for
$0.3 billion. The forward contract was classified as
an equity instrument and was recorded within capital surplus. In February 2022, the Company received approximately
2.7
million
shares of CVS Health Corporation's common stock, representing the remaining
20%
of the
$1.5 billion
notional
amount of the ASR, thereby concluding the ASR. These shares were placed into treasury stock and the forward contract was
reclassified from capital surplus to treasury stock in February 2022.
At the time they were received, the initial and final receipt of shares resulted in an immediate reduction of the outstanding
shares used to calculate the weighted average common shares outstanding for basic and diluted earnings per share.
See Note 14 ''Shareholders' Equity'' included in Item 8 of this 10-K for additional information regarding the Company's share
repurchases.
68
Stock Performance Graph
The following graph compares the cumulative total shareholder return on CVS Health Corporation's common stock (assuming
reinvestment of dividends) with the cumulative total return on the S&P 500 Index, the S&P 500 Food and Staples Retailing
Industry Group Index and the S&P 500 Healthcare Sector Group Index from December 31, 2019 through December 31, 2024.
The graph assumes a $100 investment in shares of CVS Health Corporation's common stock on December 31, 2019.
Relative Total Returns Since 2019- Annual
Index Value
CVS Health Corporation
S&P 500
S&P 500 Food & Staples Retailing Group Index
S&P 500 Health Care Group Index
2019
2020
2021
2022
2023
2024
60
80
100
120
140
160
180
200
220
240
260
December 31,
2019
2020
2021
2022
2023
2024
CVS Health Corporation
$
100 $
95 $
147 $
136 $
119 $
70
S&P 500
Note (1)
100
118
152
125
157
197
S&P 500 Food & Staples Retailing Group Index
(2)
100
116
146
131
151
204
S&P 500 Health Care Group Index
(1) (3)
100
113
143
140
143
147
_____________________________________________
Note (1)
Includes CVS Health Corporation.
Note (2)
Includes 8 companies (COST, DG, DLTR, KR, SYY, TGT, WBA, WMT).
Note (3)
Includes 61 companies.
The year-ended values of each investment shown in the preceding graph are based on share price appreciation plus dividends,
with the dividends reinvested as of the last business day of the month during which such dividends were ex-dividend. The
calculations exclude trading commissions and taxes. Total shareholder returns from each investment can be calculated from the
year-end investment values shown beneath the graph.
Item 6. Reserved
Not applicable.
69
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. ("MD&A")
The following discussion and analysis should be read in conjunction with the audited consolidated financial statements and
related notes included in Item 8 of this Annual Report on Form 10-K (this "10-K"), "Risk Factors" included in Item 1A of this
10-K and the "Cautionary Statement Concerning Forward-Looking Statements" in this 10-K.
Overview of Business
CVS Health Corporation, together with its subsidiaries (collectively, "CVS Health," the "Company," "we," "our" or "us"), is a
leading health solutions company building a world of health around every consumer it serves and connecting care so that it
works for people wherever they are. As of December 31, 2024, the Company had more than 9,000 retail locations, more than
1,000 walk-in and primary care medical clinics, a leading pharmacy benefits manager with approximately 90 million plan
members and expanding specialty pharmacy solutions, and a dedicated senior pharmacy care business serving more than
800,000 patients per year. The Company also serves an estimated more than 36 million people through traditional, voluntary
and consumer-directed health insurance products and related services, including expanding Medicare Advantage offerings and a
leading standalone Medicare Part D prescription drug plan ("PDP"). The Company is creating new sources of value through its
integrated model allowing it to expand into personalized, technology driven care delivery and health services, increasing access
to quality care, delivering better health outcomes and lowering overall health care costs.
The Company has four reportable segments: Health Care Benefits, Health Services, Pharmacy & Consumer Wellness and
Corporate/Other, which are described below.
Overview of the Health Care Benefits Segment
The Health Care Benefits segment operates as one of the nation's leading diversified health care benefits providers. The Health
Care Benefits segment has the information and resources to help members, in consultation with their health care professionals,
make more informed decisions about their health care. The Health Care Benefits segment offers a broad range of traditional,
voluntary and consumer-directed health insurance products and related services, including medical, pharmacy, dental and
behavioral health plans, medical management capabilities, Medicare Advantage and Medicare Supplement plans, PDPs and
Medicaid
health
care management services.
The Health
Care Benefits
segment's
primary
customers,
its
members,
primarily
access the segment's products and services through employer groups, government-sponsored plans or individually. The Health
Care Benefits segment also serves customers who purchase products and services that are ancillary to its health insurance
products. The Company refers to insurance products (where it assumes all or a majority of the risk for medical and dental care
costs) as "Insured" and administrative services contract products (where the plan sponsor assumes all or a majority of the risk
for medical and dental care costs) as "ASC." The Company sold Insured plans directly to individual consumers through the
individual public health insurance exchanges ("Public Exchanges") in 17 states as of December 31, 2024.
Overview of the Health Services Segment
The Health Services segment provides a full range of PBM solutions, delivers health care services in its medical clinics,
virtually, and in the home, and offers provider enablement solutions. PBM solutions include plan design offerings and
administration, formulary management, retail pharmacy network management services, and specialty and mail order pharmacy
services. In addition, the Company provides clinical services, disease management services, medical spend management and
pharmacy and/or other administrative services for providers and federal 340B drug pricing program covered entities ("Covered
Entities"). The Company operates a group purchasing organization that negotiates pricing for the purchase of pharmaceuticals
and rebates with pharmaceutical manufacturers on behalf of its participants and provides various administrative, management
and reporting services to pharmaceutical manufacturers. During 2023, the Company completed the acquisition of two key
health care delivery assets - Signify Health, Inc. ("Signify Health"), a leader in health risk assessments, value-based care and
provider enablement services, and Oak Street Health, Inc. ("Oak Street Health"), a leading multi-payor operator of value-based
primary care centers serving Medicare eligible patients. The Company also launched Cordavis
™
, a wholly owned subsidiary
that works directly with pharmaceutical manufacturers to commercialize and/or co-produce high quality biosimilar products.
The Health Services segment's clients and customers are primarily employers, insurance companies, unions, government
employee groups, health plans, PDPs, Medicaid managed care plans, CMS, plans offered on public and private health insurance
exchanges and other sponsors of health benefit plans throughout the U.S., patients who receive care in the Health Services
segment's medical clinics, virtually or in the home, as well as Covered Entities.
TM
70
overview of the pharmacy & Consumer wellness segment
The Pharmacy & Consumer Wellness segment dispenses prescriptions in its retail pharmacies and through its infusion
operations, provides ancillary pharmacy services including pharmacy patient care programs, diagnostic testing and vaccination
administration, and sells a wide assortment of health and wellness products and general merchandise. The segment also
conducts long-term care pharmacy ("LTC") operations, which distribute prescription drugs and provide related pharmacy
consulting and ancillary services to long-term care facilities and other care settings, and provides pharmacy fulfillment services
to support the Health Services segment's specialty and mail order pharmacy offerings. As of December 31, 2024, the Pharmacy
& Consumer Wellness segment operated more than 9,000 retail locations, as well as online retail pharmacy websites, LTC
pharmacies and on-site pharmacies, retail specialty pharmacy stores, compounding pharmacies and branches for infusion and
enteral nutrition services.
overview of the Corporate/other segment
The Company presents the remainder of its financial results in the Corporate/Other segment, which primarily consists of:
•
Management and administrative expenses to support the Company's overall operations, which include certain aspects of
executive management and the corporate relations, legal, compliance, human resources and finance departments,
information technology, digital, data and analytics, as well as acquisition-related transaction and integration costs; and
•
Products for which the Company no longer solicits or accepts new customers such as its large case pensions and long-term
care insurance products.
71
Results of Operations
The following information summarizes the Company's results of operations for 2024 compared to 2023.
For discussion of the Company's results of operations for 2023 compared to 2022, see "Management's Discussion and Analysis
of Financial Condition and Results of Operations" included in the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2023 filed with the U.S. Securities and Exchange Commission (the "SEC") on February 7, 2024.
Summary of Consolidated Financial Results
In millions
Year Ended December 31,
Change
2024 vs. 2023
2023 vs. 2022
2024
2023
2022
$
%
$
%
Revenues:
Products
$ 231,521 $ 245,138 $ 226,616 $ (13,617)
(5.6)%
$ 18,522
8.2 %
Premiums
122,896
99,192
85,330
23,704
23.9 %
13,862
16.2 %
Services
16,239
12,293
9,683
3,946
32.1 %
2,610
27.0 %
Net investment income
2,153
1,153
838
1,000
86.7 %
315
37.6 %
Total revenues
372,809
357,776
322,467
15,033
4.2 %
35,309
10.9 %
Operating costs:
Cost of products sold
206,287
217,098
196,892
(10,811)
(5.0)%
20,206
10.3 %
Health
care costs
115,121
86,247
71,073
28,874
33.5 %
15,174
21.3 %
Operating expenses
41,606
39,832
38,212
1,774
4.5 %
1,620
4.2 %
Restructuring charges
1,179
507
—
672
132.5 %
507
100.0 %
Opioid
litigation
charges
100
—
5,803
100
100.0 %
(5,803)
(100.0)%
Loss on assets held for sale
—
349
2,533
(349)
(100.0)%
(2,184)
(86.2)%
Total operating
costs
364,293
344,033
314,513
20,260
5.9 %
29,520
9.4 %
Operating income
8,516
13,743
7,954
(5,227)
(38.0)%
5,789
72.8 %
Interest expense
2,958
2,658
2,287
300
11.3 %
371
16.2 %
Gain on early extinguishment of debt
(491)
—
—
(491)
(100.0)%
—
—
%
Other income
(99)
(88)
(169)
(11)
(12.5)%
81
47.9 %
Income before income tax provision
6,148
11,173
5,836
(5,025)
(45.0)%
5,337
91.4 %
Income tax provision
1,562
2,805
1,509
(1,243)
(44.3)%
1,296
85.9 %
Net income
4,586
8,368
4,327
(3,782)
(45.2)%
4,041
93.4 %
Net (income) loss attributable to
noncontrolling interests
28
(24)
(16)
52
216.7 %
(8)
(50.0)%
Net income attributable to
CVS
Health
$ 4,614 $ 8,344 $ 4,311 $ (3,730)
(44.7)%
$ 4,033
93.6 %
Commentary - 2024 compared to 2023
Revenues
•
Total revenues increased $15.0 billion, or 4.2%, in 2024 compared to 2023. The increase in total revenues was driven by
growth in the Health Care Benefits and Pharmacy & Consumer Wellness segments, partially offset by a decline in the
Health
Services
segment.
•
Please see "Segment Analysis" later in this MD&A for additional information about the revenues of the Company's
segments.
Operating expenses
•
Operating expenses increased $1.8 billion, or 4.5%, in 2024 compared to 2023. The increase in operating expenses was
primarily due to increased operating expenses to support growth in the business.
•
Please see "Segment Analysis" later in this MD&A for additional information about the operating expenses of the
Company's segments.
72
Operating income
•
Operating income decreased $5.2 billion, or 38.0%, in 2024 compared to 2023. The decrease in operating income was
primarily driven by a decrease in adjusted operating income, which is primarily the result of elevated Medicare utilization
in the Health Care Benefits segment, and an increase in restructuring charges compared to 2023. These decreases in
operating income were partially offset by an increase in net realized capital gains, the absence of a $349 million loss on
assets held for sale related to the write-down of the Company's Omnicare
®
long-term care business recorded in the prior
year, as well as lower acquisition-related transaction and integration costs.
•
Please see "Segment Analysis" later in this MD&A for additional information about the operating results of the Company's
segments.
Interest expense
•
Interest expense increased $300 million, or 11.3%, in 2024 compared to 2023, due to higher debt in the year ended
December 31, 2024 primarily as a result of long-term debt issuances in 2024. See "Liquidity and Capital Resources" later
in this report for additional information.
Gain on early extinguishment of debt
•
During 2024, the gain on early extinguishment of debt relates to the Company's repayment of $2.6 billion of its
outstanding senior notes pursuant to its tender offers for such senior notes in December 2024, which resulted in a gain on
early extinguishment of debt of $491 million. See Note 10 ''Borrowings and Credit Agreements'' included in Item 8 of this
10-K for additional information.
Income tax provision
•
The Company's effective income tax rate increased to 25.4% in 2024 compared to 25.1% in the prior year. The increase
was primarily due to the mix of pre-tax income and certain non-deductible expenses, partially offset by basis differences on
the disposition of certain investments and utilization of tax credits in the year ended December 31, 2024 compared to the
prior year.
73
2025 Outlook
The Company believes you should consider the following key business and regulatory trends and uncertainties:
Key Business Trends and Uncertainties
•
The Company expects medical membership declines in its Medicare and individual exchange products. Medical
membership disruptions may result in volatility in the Company's financial results.
•
Utilization persisted at elevated levels through the fourth quarter of 2024. Although the level of utilization is difficult
to accurately predict, at this time, the Company expects that continued elevated utilization will pressure its Health Care
Benefits segment and its health care delivery assets in its Health Services segment into 2025.
•
Increases in utilization beyond the Company's projections may also result in the Company having to record premium
deficiency reserves within in the Health Care Benefits segment during 2025.
•
The Company's Medicaid business is experiencing medical cost pressures, largely driven by higher than expected
acuity following the resumption of member redeterminations. While the Company continues to work closely with its
state partners to ensure the underlying trends are reflected in its premium rates going forward, it is uncertain when
these pressures will be fully offset by state rate updates.
•
The Company's individual exchange business is subject to a risk adjustment program whereby the Company estimates
its ultimate risk adjustment receivable or payable based on the risk of its qualified plan members relative to the average
risk of members of other qualified plans in comparable markets. Changes in the Company's risk relative to the
markets' risk, including changes resulting from volatility in membership, could adversely impact the Company's
estimate of its risk adjustment receivable or payable.
•
The Company continues to share with clients a larger portion of rebates, fees and/or discounts received from
pharmaceutical manufacturers. In addition, marketplace dynamics and regulatory changes have limited the Company's
ability to offer plan sponsors pricing that includes retail network "differential" or "spread." The Company expects
these trends to continue.
•
Glucagon-like peptide 1 ("GLP-1") supply disruptions, and the associated impact on product mix, could pressure the
Company's ability to deliver savings to clients and could impact the Company's results.
•
Regulatory changes or consumer sentiment shift for immunizations may negatively impact national demand impacting
financial results.
•
Implementation of new tariffs create exposure for increased costs and supply chain disruptions that can adversely
impact consumer demand or financial results.
•
Consumer spend management and a decline in consumer discretionary spending, as well as a shift to value, grocery
and digital retailers, could drive lower front store sales.
•
Future financial performance will be influenced by a number of factors including competitive demand for products and
services, legislative and regulatory considerations, and labor and other market dynamics, including inflation. The
Company evaluates and adjusts its approach in each of the markets it serves, considering all relevant factors.
•
The Company expects benefits from ongoing enterprise-wide cost savings initiatives and investments in efficiencies,
which aim to reduce the Company's operating cost structure in a way that improves the consumer experience and is
sustainable. During the third quarter of 2024, the Company finalized an enterprise-wide restructuring plan intended to
streamline and simplify the organization, improve efficiency and generate expected cost savings of over $500 million
in 2025. Refer to Note 3 ''Restructuring'' for actions implemented under the plan.
•
Changes in conditions in the U.S. and global capital markets can significantly and adversely affect interest rates and
capital market conditions which could result in increased financing costs.
•
Actions taken by ratings agencies, including changes in the Company's debt ratings, could impact the Company's
future borrowing costs, access to capital markets and new store operating lease costs.
Key Regulatory Trends and Uncertainties
•
The Company is exposed to funding and regulation of, and changes in government policy with respect to and/or
funding or regulation of, the various Medicare programs in which the Company participates, including changes in the
amounts payable to us under those programs and/or new reforms or surcharges on existing programs, including
changes to applicable risk adjustment mechanisms.
•
Legislation and/or regulations seeking to regulate PBM activities in a comprehensive manner have been proposed or
enacted in a majority of states and on the federal level. This legislative and regulatory activity could adversely affect
74
the Company's ability to conduct business on commercially reasonable terms and the Company's ability to standardize
its PBM products and services across state lines.
For additional information regarding these and other trends and uncertainties, see Item 1A, "Risk Factors" and Part I, Item 1
"Business - Government Regulation."
75
_____________________________________________
76
Segment Analysis
The following discussion of segment operating results is presented based on the Company's reportable segments in accordance
with the accounting guidance for segment reporting and is consistent with the segment disclosure in Note 19 ''Segment
Reporting'' included in Item 8 of this 10-K.
The Company has four reportable segments: Health Care Benefits, Health Services, Pharmacy & Consumer Wellness and
Corporate/Other. The Company's segments maintain separate financial information, and the Chief Operating Decision Maker
("the CODM") evaluates the segments' operating results on a regular basis in deciding how to allocate resources among the
segments and in assessing segment performance. The Company's CODM is the Chief Executive Officer. The CODM evaluates
the performance of the Company's segments based on adjusted operating income (loss). Adjusted operating income is defined
as operating income as measured by accounting principles generally accepted in the United States of America ("GAAP")
excluding the impact of amortization of intangible assets, net realized capital gains or losses and other items, if any, that neither
relate to the ordinary course of the Company's business nor reflect the Company's underlying business performance. See the
reconciliations of operating income (loss) (GAAP measure) to adjusted operating income (loss) below for further context
regarding the items excluded from operating income in determining adjusted operating income. The CODM uses adjusted
operating income as its principal measure of segment performance as it enhances the CODM's ability to compare past financial
performance with current performance and analyze underlying business performance and trends. Non-GAAP financial
measures the Company discloses, such as consolidated adjusted operating income, should not be considered a substitute for, or
superior to, financial measures determined or calculated in accordance with GAAP.
The following is a reconciliation of financial measures of the Company's segments to the consolidated totals:
In millions
Health Care
Benefits
Health
Services
Note (1)
Pharmacy &
Consumer
Wellness
Corporate/
Other
Intersegment
Eliminations
Note (2)
Consolidated
Totals
2024
Total revenues
$ 130,665 $ 173,605 $
124,500 $
451 $
(56,412) $
372,809
Adjusted operating income (loss)
307
7,243
5,774
(1,348)
-
11,976
2023
Total revenues
$ 105,646 $ 186,843 $
116,763 $
451 $
(51,927) $
357,776
Adjusted operating income (loss)
5,577
7,312
5,963
(1,318)
-
17,534
2022
Total revenues
$
91,350 $ 169,576 $
108,596 $
530 $
(47,585) $
322,467
Adjusted operating income (loss)
6,338
6,781
6,531
(1,613)
-
18,037
Note (1)
Total revenues of the Health Services segment include approximately $11.4 billion, $13.7 billion and $12.6 billion of retail co-payments for 2024, 2023
and 2022, respectively. See Note 1 ''Significant Accounting Policies'' included in Item 8 of this 10-K for additional information about retail co-payments.
Note (2)
Intersegment revenue eliminations relate to intersegment revenue generating activities that occur between the Health Care Benefits segment, the Health
Services segment, and/or the Pharmacy & Consumer Wellness segment.
_____________________________________________
77
The following are reconciliations of consolidated operating income (loss) (GAAP measure) to consolidated adjusted operating
income (loss), as well as reconciliations of segment GAAP operating income (loss) to segment adjusted operating income
(loss):
In millions
Year Ended December 31, 2024
Health Care
Benefits
Health
Services
Pharmacy &
Consumer
Wellness
Corporate/
Other
Consolidated
Totals
Operating income (loss) (GAAP measure)
$
(984) $
6,937 $
4,770 $
(2,207) $
8,516
Amortization of intangible assets
Note (1)
1,175
595
253
2
2,025
Net realized capital (gains) losses
Note (2)
97
(289)
-
75
(117)
Acquisition-related integration costs
Note (3)
-
-
-
243
243
Restructuring charges
Note (4)
-
-
747
432
1,179
Office real estate optimization charges
Note (5)
19
-
4
7
30
Opioid litigation charges
Note (6)
-
-
-
100
100
Adjusted operating income (loss)
$
307 $
7,243 $
5,774 $
(1,348) $
11,976
In millions
Year Ended December 31, 2023
Health Care
Benefits
Health
Services
Pharmacy &
Consumer
Wellness
Corporate/
Other
Consolidated
Totals
Operating income (loss) (GAAP measure)
$
3,949 $
6,842 $
5,349 $
(2,397) $
13,743
Amortization of intangible assets
Note (1)
1,177
465
260
3
1,905
Net realized capital losses
Note (2)
402
-
5
90
497
Acquisition-related transaction and integration costs
Note (3)
-
-
-
487
487
Restructuring charges
Note (4)
-
-
-
507
507
Office real estate optimization charges
Note (5)
49
5
-
(8)
46
Loss on assets held for sale
Note (7)
-
-
349
-
349
Adjusted operating income (loss)
$
5,577 $
7,312 $
5,963 $
(1,318) $
17,534
In millions
Year Ended December 31, 2022
Health Care
Benefits
Health
Services
Pharmacy &
Consumer
Wellness
Corporate/
Other
Consolidated
Totals
Operating income (loss) (GAAP measure)
$
5,270 $
6,612 $
3,560 $
(7,488) $
7,954
Amortization of intangible assets
Note (1)
1,180
167
435
3
1,785
Net realized capital losses
Note (2)
225
-
44
51
320
Office real estate optimization charges
Note (5)
97
2
-
18
117
Opioid litigation charges
Note (6)
-
-
-
5,803
5,803
Loss on assets held for sale
Note (7)
41
-
2,492
-
2,533
Gain on divestiture of subsidiaries
Note (8)
(475)
-
-
-
(475)
Adjusted operating income (loss)
$
6,338 $
6,781 $
6,531 $
(1,613) $
18,037
Note (1)
The Company's acquisition activities have resulted in the recognition of intangible assets as required under the acquisition method of accounting which
consist primarily of trademarks, customer contracts/relationships, covenants not to compete, technology, provider networks and value of business
acquired. Definite-lived intangible assets are amortized over their estimated useful lives and are tested for impairment when events indicate that the
carrying value may not be recoverable. The amortization of intangible assets is reflected in operating expenses within each segment. Although intangible
assets contribute to the Company's revenue generation, the amortization of intangible assets does not directly relate to the underwriting of the Company's
insurance products, the services performed for the Company's customers or the sale of the Company's products or services. Additionally, intangible asset
amortization expense typically fluctuates based on the size and timing of the Company's acquisition activity. Accordingly, the Company believes
excluding the amortization of intangible assets enhances the Company's and investors' ability to compare the Company's past financial performance with
its current performance and to analyze underlying business performance and trends. Intangible asset amortization excluded from the related non-GAAP
financial measure represents the entire amount recorded within the Company's GAAP financial statements, and the revenue generated by the associated
intangible assets has not been excluded from the related non-GAAP financial measure. Intangible asset amortization is excluded from the related non-
GAAP financial measure because the amortization, unlike the related revenue, is not affected by operations of any particular period unless an intangible
asset becomes impaired or the estimated useful life of an intangible asset is revised.
Note (2)
The Company's net realized capital gains and losses arise from various types of transactions, primarily in the course of managing a portfolio of assets that
support the payment of insurance liabilities. Net realized capital gains and losses are reflected in net investment income (loss) within each segment. These
capital gains and losses are the result of investment decisions, market conditions and other economic developments that are unrelated to the performance
of the Company's business, and the amount and timing of these capital gains and losses do not directly relate to the underwriting of the Company's
insurance products, the services performed for the Company's customers or the sale of the Company's products or services. Accordingly, the Company
believes excluding net realized capital gains and losses enhances the Company's and investors' ability to compare the Company's past financial
performance with its current performance and to analyze underlying business performance and trends.
Note (3)
In 2024, the acquisition-related integration costs relate to the acquisitions of Signify Health and Oak Street Health. In 2023, the acquisition-related
transaction and integration costs relate to the acquisitions of Signify Health and Oak Street Health. The acquisition-related transaction and integration
costs are reflected in operating expenses within the Corporate/Other segment.
Note (4)
In 2024, the restructuring charges are primarily comprised of a store impairment charge, corporate workforce optimization costs, including severance and
employee-related costs, other asset impairment and related charges associated with the discontinuation of certain non-core assets, and a stock-based
compensation charge. During the third quarter of 2024, the Company finalized an enterprise-wide restructuring plan intended to streamline and simplify
the organization, improve efficiency and reduce costs. In connection with this restructuring plan, the Company completed a strategic review of its retail
business and determined that it plans to close 271 retail stores in 2025, and, accordingly, it recorded a store impairment charge to write down the
associated operating or financing lease right-of-use assets and property and equipment. In addition, during the third quarter of 2024, the Company also
conducted a review of its various strategic assets and determined that it would discontinue the use of certain non-core assets, at which time impairment
losses were recorded to write down the carrying value of these assets to the Company's best estimate of their fair value. In 2023, the restructuring charges
are primarily comprised of severance and employee-related costs, asset impairment charges and a stock-based compensation charge. The restructuring
charges associated with the store impairments are reflected within the Pharmacy & Consumer Wellness segment, other asset impairments and related
charges are reflected within the Corporate/Other and Pharmacy & Consumer Wellness segments and corporate workforce optimization costs, including
severance and employee-related costs, as well as stock-based compensation changes, are reflected within the Corporate/Other segment.
Note (5)
In 2024, 2023 and 2022, the office real estate optimization charges primarily relate to the abandonment of leased real estate and the related right-of-use
assets and property and equipment in connection with the Company's evaluation of corporate office real estate space in response to its ongoing flexible
work arrangement. The office real estate optimization charges are reflected in operating expenses within each segment.
Note (6)
In 2024, the opioid litigation charge relates to a change in the Company's accrual related to ongoing opioid litigation matters. In 2022, the opioid
litigation charges relate to agreements to resolve substantially all opioid claims against the Company by certain states and governmental entities. The
opioid litigation charges are reflected within the Corporate/Other segment.
Note (7)
In 2023 and 2022, the loss on assets held for sale relates to the LTC business within the Pharmacy & Consumer Wellness segment. During 2022, the
Company determined that its LTC business was no longer a strategic asset and committed to a plan to sell it, at which time the LTC business met the
criteria for held-for-sale accounting and its net assets were accounted for as assets held for sale. The carrying value of the LTC business was determined
to be greater than its estimated fair value less costs to sell and, accordingly, the Company recorded a loss on assets held for sale during 2022. During the
first quarter of 2023, a loss on assets held for sale was recorded to write down the carrying value of the LTC business to the Company's best estimate of
the ultimate selling price which reflected its estimated fair value less costs to sell. As of the third quarter of 2023, the Company determined the LTC
business no longer met the criteria for held-for-sale accounting and, accordingly, the net assets associated with the LTC business were reclassified to held
and used at their respective fair values. During 2022, the loss on assets held for sale also relates to the Company's international health care business
domiciled in Thailand ("Thailand business"), which was included in the Commercial Business reporting unit in the Health Care Benefits segment. The
sale of the Thailand business closed in the second quarter of 2022, and the ultimate loss on the sale was not material.
Note (8)
In 2022, the gain on divestiture of subsidiaries represents the pre-tax gain on the sale of bswift, which the Company sold in November 2022, and the pre-
tax gain on the sale of PayFlex, which the Company sold in June 2022. The gains on divestitures are reflected as a reduction of operating expenses within
the Health Care Benefits segment.
78
_____________________________________________
79
Health Care Benefits Segment
The following table summarizes the Health Care Benefits segment's performance for the respective periods:
In millions, except percentages and
basis points ("bps")
Year Ended December 31,
Change
2024 vs. 2023
2023 vs. 2022
2024
2023
2022
$
%
$
%
Revenues:
Premiums
$ 122,849
$ 99,144
$ 85,274
$ 23,705
23.9 %
$ 13,870
16.3 %
Services
6,343
5,737
5,600
606
10.6 %
137
2.4 %
Net investment income
1,473
765
476
708
92.5 %
289
60.7 %
Total revenues
130,665
105,646
91,350
25,019
23.7 %
14,296
15.6 %
Health care costs
113,659
85,504
71,473
28,155
32.9 %
14,031
19.6 %
MBR (Health care costs as a % of
premium revenues)
92.5 %
86.2 %
83.8 %
630
bps
240
bps
Operating expenses
$ 17,990
$ 16,193
$ 14,566
$
1,797
11.1 %
$
1,627
11.2 %
Operating expenses as a % of
total revenues
13.8 %
15.3 %
15.9 %
Loss on assets held for sale
$
-
$
-
$
41
$
-
-
%
$
(41)
(100.0) %
Operating income (loss)
(984)
3,949
5,270
(4,933)
(124.9) %
(1,321)
(25.1) %
Operating income (loss) as a % of
total revenues
(0.8) %
3.7 %
5.8 %
Adjusted operating income
Note (1)
$
307
$
5,577
$
6,338
$
(5,270)
(94.5) %
$
(761)
(12.0) %
Adjusted operating income as a
% of total revenues
0.2 %
5.3 %
6.9 %
Premium revenues (by business):
Government
$ 88,433
$ 70,094
$ 63,141
$ 18,339
26.2 %
$
6,953
11.0 %
Commercial
34,416
29,050
22,133
5,366
18.5 %
6,917
31.3 %
Note (1)
See "Segment Analysis" above in this MD&A for a reconciliation of operating income (loss) (GAAP measure) to adjusted operating income for the
Health Care Benefits segment, which represents the Company's principal measure of segment performance.
Commentary - 2024 compared to 2023
Revenues
•
Total revenues increased $25.0 billion, or 23.7%, in 2024 compared to 2023, primarily driven by growth in the Medicare
and individual exchange product lines.
Medical Benefit Ratio
•
Medical benefit ratio is calculated as health care costs divided by premium revenues and represents the percentage of
premium revenues spent on medical benefits for the Company's Insured members. Management uses MBR to assess the
underlying business performance and underwriting of its insurance products, understand variances between actual results
and expected results and identify trends in period-over-period results. MBR provides management and investors with
information useful in assessing the operating results of the Company's Insured Health Care Benefits products.
•
The MBR increased from 86.2% to 92.5% in 2024 compared to the prior year primarily driven by increased utilization, the
unfavorable impact of the Company's Medicare Advantage star ratings for the 2024 payment year and higher acuity in
Medicaid following the resumption of redeterminations.
Operating expenses
•
Operating expenses in the Health Care Benefits segment include selling, general and administrative expenses and
depreciation and amortization expenses.
•
Operating expenses increased $1.8 billion, or 11.1%, in 2024 compared to 2023. The increase in operating expenses was
primarily driven by increased operating expenses to support the growth across the business. Operating expenses as a
percentage of total revenues decreased to 13.8% in the year ended December 31, 2024 compared to 15.3% in the prior year,
reflecting improved fixed cost leverage across the business due to membership growth.
80
Adjusted operating income
•
Adjusted operating income decreased $5.3 billion, or 94.5%, in 2024 compared to 2023. The decrease in adjusted operating
income was primarily driven by increased utilization, the unfavorable impact of the Company's Medicare Advantage star
ratings for the 2024 payment year and higher acuity in Medicaid. These decreases were partially offset by an increase in net
investment income and improved fixed cost leverage across the business due to membership growth.
The following table summarizes the Health Care Benefits segment's medical membership as of December 31, 2024 and 2023:
In thousands
2024
2023
Insured
ASC
Total
Insured
ASC
Total
Medical membership:
Commercial
4,691
14,160
18,851
4,252
14,087
18,339
Medicare Advantage
4,447
-
4,447
3,460
-
3,460
Medicare Supplement
1,282
-
1,282
1,343
-
1,343
Medicaid
2,094
421
2,515
2,073
444
2,517
Total medical membership
12,514
14,581
27,095
11,128
14,531
25,659
Supplemental membership information:
Medicare Prescription Drug Plan (standalone)
4,882
6,081
Medical Membership
•
Medical membership represents the number of members covered by the Company's Insured and ASC medical products and
related services at a specified point in time. Management uses this metric to understand variances between actual medical
membership and expected amounts as well as trends in period-over-period results. This metric provides management and
investors with information useful in understanding the impact of medical membership on segment total revenues and
operating results.
•
Medical membership as of December 31, 2024 of 27.1 million increased 1.4 million members compared with
December 31, 2023, reflecting increases in the Medicare and Commercial product lines.
Medicare Update
On April 1, 2024, CMS issued its final notice detailing final 2025 Medicare Advantage payment rates. Final 2025 Medicare
Advantage rates resulted in an expected average decrease in revenue for the Medicare Advantage industry of 0.16%, excluding
the CMS estimate of Medicare Advantage risk score trend. On January 10, 2025, CMS issued an advance notice detailing
proposed 2026 Medicare Advantage payment rates. The 2026 Medicare Advantage rates, if finalized as proposed, will result in
an expected average increase in revenue for the Medicare Advantage industry of 2.23%, excluding the CMS estimate of
Medicare Advantage risk score trend. CMS intends to publish the final 2026 rate announcement no later than April 7, 2025.
The Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 ties a portion of
each Medicare Advantage plan's reimbursement to the plan's "star ratings." Plans must have a star rating of four or higher (out
of five) to qualify for bonus payments. CMS released the Company's 2025 star ratings in October 2024. The Company's 2025
star ratings will be used to determine which of the Company's Medicare Advantage plans have ratings of four stars or higher
and qualify for bonus payments in 2026. Based on the Company's membership as of December 2024, 88% of the Company's
Medicare Advantage members were in plans with 2025 star ratings of at least 4.0 stars, compared to 91% of the Company's
Medicare Advantage members being in plans with 2024 star ratings of at least 4.0 stars based on the Company's membership as
of December 2023.
_____________________________________________
81
Health Services Segment
The following table summarizes the Health Services segment's performance for the respective periods:
In millions, except percentages
Year Ended December 31,
Change
2024 vs. 2023
2023 vs. 2022
2024
2023
2022
$
%
$
%
Revenues:
Products
$ 162,436
$ 180,608
$ 167,019
$ (18,172)
(10.1) %
$ 13,589
8.1 %
Services
10,884
6,236
2,557
4,648
74.5 %
3,679
143.9 %
Net investment income (loss)
Note (1)
285
(1)
-
286
NM
(1)
(100.0) %
Total revenues
173,605
186,843
169,576
(13,238)
(7.1) %
17,267
10.2 %
Cost of products sold
160,036
175,424
160,738
(15,388)
(8.8) %
14,686
9.1 %
Health care costs
3,407
1,607
-
1,800
112.0 %
1,607
100.0 %
Operating expenses
3,225
2,970
2,226
255
8.6 %
744
33.4 %
Operating expenses as a % of total
revenues
1.9 %
1.6 %
1.3 %
Operating income
$
6,937
$
6,842
$
6,612
$
95
1.4 %
$
230
3.5 %
Operating income as a % of total
revenues
4.0 %
3.7 %
3.9 %
Adjusted operating income
Note (2)
$
7,243
$
7,312
$
6,781
$
(69)
(0.9) %
$
531
7.8 %
Adjusted operating income as a %
of total revenues
4.2 %
3.9 %
4.0 %
Revenues (by distribution channel):
Pharmacy network
Note (3)
$ 91,650
$ 112,718
$ 102,968
$ (21,068)
(18.7) %
$
9,750
9.5 %
Mail & specialty
Note (4)
70,877
67,992
63,825
2,885
4.2 %
4,167
6.5 %
Other
10,793
6,134
2,783
4,659
76.0 %
3,351
120.4 %
Net investment income (loss)
Note (1)
285
(1)
-
286
NM
(1)
(100.0) %
Pharmacy claims processed
Note (5)
1,917.6
2,344.3
2,335.1
(426.7)
(18.2) %
9.2
0.4 %
Generic dispensing rate
Note (5)
87.4 %
87.6 %
87.4 %
Note (1)
NM represents a percent change that is not meaningful.
Note (2)
See "Segment Analysis" above in this MD&A for a reconciliation of operating income (GAAP measure) to adjusted operating income for the Health
Services segment, which represents the Company's principal measure of segment performance.
Note (3)
Pharmacy network revenues relate to claims filled at retail and specialty retail pharmacies, including the Company's retail pharmacies and LTC
pharmacies, as well as activity associated with Maintenance Choice, which permits eligible client plan members to fill their maintenance prescriptions
through mail order delivery or at a CVS pharmacy retail store for the same price as mail order.
Note (4)
Mail & specialty revenues relate to specialty mail claims inclusive of Specialty Connect
®
claims picked up at a retail pharmacy, as well as mail order and
specialty claims fulfilled by the Pharmacy & Consumer Wellness segment.
Note (5)
Includes an 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.
Commentary - 2024 compared to 2023
Revenues
•
Total revenues decreased $13.2 billion, or 7.1%, in 2024 compared to 2023. The decrease was primarily driven by the
previously announced loss of a large client and continued pharmacy client price improvements. These decreases were
partially offset by pharmacy drug mix, increased contributions from the Company's health care delivery assets, including
the 2023 acquisitions of Oak Street Health and Signify Health, as well as growth in specialty pharmacy.
Operating expenses
•
Operating expenses in the Health Services segment include selling, general and administrative expenses; and depreciation
and amortization expense.
•
Operating expenses increased $255 million, or 8.6%, in 2024 compared to 2023. The increase was primarily driven by
operating expenses associated with Oak Street Health which was acquired in May of 2023, including the amortization of
acquired intangible assets.
Adjusted operating income
•
Adjusted operating income decreased $69 million, or 0.9%, in 2024 compared to 2023. The decrease in adjusted operating
income was primarily driven by continued pharmacy client price improvements and the previously announced loss of a
large client. These decreases were largely offset by improved purchasing economics.
•
As you review the Health Services segment's performance in this area, you should consider the following important
information about the business:
•
The Company's efforts to (i) retain existing clients, (ii) obtain new business and (iii) maintain or improve the
rebates, fees and/or discounts the Company receives from manufacturers, wholesalers and retail pharmacies
continue to have an impact on adjusted operating income. In particular, competitive pressures in the PBM industry
have caused the Company and other PBMs to continue to share with clients a larger portion of rebates, fees and/or
discounts received from pharmaceutical manufacturers. In addition, marketplace dynamics and regulatory changes
have limited the Company's ability to offer plan sponsors pricing that includes retail network "differential" or
"spread," and the Company expects these trends to continue. The "differential" or "spread" is any difference
between the drug price charged to plan sponsors, including Medicare Part D plan sponsors, by a PBM and the
price paid for the drug by the PBM to the dispensing provider.
Pharmacy claims processed
•
Pharmacy claims processed represents the number of prescription claims processed through the Company's pharmacy
benefits manager and dispensed by either its retail network pharmacies or the Company's mail and specialty pharmacies.
Management uses this metric to understand variances between actual claims processed and expected amounts as well as
trends in period-over-period results. This metric provides management and investors with information useful in
understanding the impact of pharmacy claim volume on segment total revenues and operating results.
•
The Company's pharmacy claims processed decreased 18.2% on a 30-day equivalent basis in 2024 compared to 2023
primarily driven by the previously announced loss of a large client.
Generic dispensing rate
•
Generic dispensing rate is calculated by dividing the Health Services segment's generic claims processed by its total claims
processed. Management uses this metric to evaluate the effectiveness of the business at encouraging the use of generic
drugs when they are available and clinically appropriate, which aids in decreasing costs for client members and retail
customers. This metric provides management and investors with information useful in understanding trends in segment
total revenues and operating results.
•
The Health Services segment's generic dispensing rate decreased to 87.4% in 2024 compared to 87.6% in the prior year.
The decrease in the segment's generic dispensing rate was primarily driven by an increase in brand name GLP-1 pharmacy
claims in 2024 compared to 2023.
82
_____________________________________________
Pharmacy & Consumer Wellness Segment
The following table summarizes the Pharmacy & Consumer Wellness segment's performance for the respective periods:
In millions, except percentages
Year Ended December 31,
Change
2024 vs. 2023
2023 vs. 2022
2024
2023
2022
$
%
$
%
Revenues:
Products
$ 122,028
$ 113,976
$ 104,878
$
8,052
7.1 %
$
9,098
8.7 %
Services
2,472
2,792
3,762
(320)
(11.5) %
(970)
(25.8) %
Net investment income (loss)
-
(5)
(44)
5
100.0 %
39
88.6 %
Total revenues
124,500
116,763
108,596
7,737
6.6 %
8,167
7.5 %
Cost of products sold
99,337
91,447
82,063
7,890
8.6 %
9,384
11.4 %
Operating expenses
19,646
19,618
20,481
28
0.1 %
(863)
(4.2) %
Operating expenses as a % of
total revenues
15.8 %
16.8 %
18.9 %
Restructuring charges
$
747
$
-
$
-
$
747
100.0 %
$
-
-%
Loss on assets held for sale
-
349
2,492
(349)
(100.0) %
(2,143)
(86.0) %
Operating income
4,770
5,349
3,560
(579)
(10.8) %
1,789
50.3 %
Operating income as a % of total
revenues
3.8 %
4.6 %
3.3 %
Adjusted operating income
Note (1)
$
5,774
$
5,963
$
6,531
$
(189)
(3.2) %
$
(568)
(8.7) %
Adjusted operating income as a
% of total revenues
4.6 %
5.1 %
6.0 %
Revenues (by major goods/service
lines):
Pharmacy
$ 100,687
$ 92,111
$ 83,480
$
8,576
9.3 %
$
8,631
10.3 %
Front Store
21,522
22,458
22,780
(936)
(4.2) %
(322)
(1.4) %
Other
2,291
2,199
2,380
92
4.2 %
(181)
(7.6) %
Net investment income (loss)
-
(5)
(44)
5
100.0 %
39
88.6 %
Prescriptions filled
Note (2)
1,715.5
1,649.1
1,625.4
66.4
4.0 %
23.7
1.5 %
Same store sales
increase
(decrease):
Note (3)
Total
9.4 %
10.7 %
9.1 %
Pharmacy
12.3 %
13.6 %
9.5 %
Front Store
(2.1) %
0.3 %
7.8 %
Prescription volume
Note (2)
6.8 %
3.9 %
4.0 %
Generic dispensing rate
Note (2)
88.9 %
88.4 %
87.4 %
Note (1)
See "Segment Analysis" above in this MD&A for a reconciliation of operating income (GAAP measure) to adjusted operating income for the Pharmacy
& Consumer Wellness segment, which represents the Company's principal measure of segment performance.
Note (2)
Includes an 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.
Note (3)
Same store sales and prescription volume represent the change in revenues and prescriptions filled in the Company's retail pharmacy stores that have been
operating for greater than one year and digital sales initiated online or through mobile applications and fulfilled through the Company's distribution
centers, expressed as a percentage that indicates the increase or decrease relative to the comparable prior period. Same store metrics exclude revenues and
prescriptions from LTC and infusion services operations. Management uses these metrics to evaluate the performance of existing stores on a comparable
basis and to inform future decisions regarding existing stores and new locations. Same-store metrics provide management and investors with information
useful in understanding the portion of current revenues and prescriptions resulting from organic growth in existing locations versus the portion resulting
from opening new stores.
Commentary - 2024 compared to 2023
Revenues
•
Total revenues increased $7.7 billion, or 6.6%, in 2024 compared to 2023. The increase was primarily driven by pharmacy
drug mix and increased prescription volume, including increased contributions from vaccinations. These increases were
partially offset by continued pharmacy reimbursement pressure, the impact of recent generic introductions and decreased
83
front store volume, including the impact of a decrease in store count and lower contributions from COVID-19 over-the-
counter ("OTC") test kits since the expiration of the public health emergency in May 2023.
•
Pharmacy same store sales increased 12.3% in 2024 compared to 2023. The increase was primarily driven by the 6.8%
increase in pharmacy same store prescription volume on a 30-day equivalent basis, including increased contributions from
vaccinations, and pharmacy drug mix, including branded GLP-1 drugs. These increases were partially offset by continued
pharmacy reimbursement pressure and the impact of recent generic introductions.
•
Front store same store sales decreased 2.1% in 2024 compared to 2023 primarily due to general softening of consumer
demand and lower contributions from COVID-19 OTC test kits compared to the prior year.
Operating expenses
•
Operating expenses in the Pharmacy & Consumer Wellness segment include payroll, employee benefits and occupancy
costs associated with the segment's stores and pharmacy fulfillment operations; selling expenses; advertising expenses;
depreciation
and
amortization
expense and
certain
administrative expenses.
•
Operating expenses remained relatively consistent in 2024 compared to the prior year at $19.6 billion, as the absence of
gains from anti-trust legal settlements and increased investments in the segment's operations and capabilities were
substantially offset by the decrease in store count.
Restructuring charges
•
During 2024, the Company recorded $747 million of restructuring charges related to the write-down of lease right-of-use
assets and property and equipment in connection with the Company's restructuring program. See Note 3 ''Restructuring''
included in Item 8 of this 10-K for additional information.
Loss on assets held for sale
•
During 2023, the Company recorded losses on assets held for sale of $349 million related to the write-down of its LTC
business. See Note 2 ''Acquisitions, Divestitures and Asset Sales'' included in Item 8 of this 10-K for additional
information.
Adjusted operating income
•
Adjusted operating income decreased $189 million, or 3.2%, in 2024 compared to 2023 primarily driven by continued
pharmacy reimbursement pressure and decreased front store volume, including lower contributions from COVID-19 OTC
test kits, largely offset by increased prescription volume, including increased contributions from vaccinations, as well as
improved drug purchasing.
•
As you review the Pharmacy & Consumer Wellness segment's performance in this area, you should consider the following
important information about the business:
•
The segment's adjusted operating income has been adversely affected by the efforts of managed care
organizations, PBMs and governmental and other third-party payors to reduce their prescription drug costs,
including the use of restrictive networks, as well as changes in the mix of business within the pharmacy portion of
the Pharmacy & Consumer Wellness segment. If the pharmacy reimbursement pressure accelerates, the segment
may not be able to grow revenues, and its adjusted operating income could be adversely affected.
Prescriptions
filled
•
Prescriptions filled represents the number of prescriptions dispensed through the Pharmacy & Consumer Wellness
segment's retail and long-term care pharmacies and infusion services operations. Management uses this metric to
understand variances between actual prescriptions dispensed and expected amounts as well as trends in period-over-period
results. This metric provides management and investors with information useful in understanding the impact of prescription
volume on segment total revenues and operating results.
•
Prescriptions filled increased 4.0% on a 30-day equivalent basis in 2024 compared to 2023 primarily driven by increased
utilization, partially offset by the decrease in store count.
Generic dispensing rate
•
Generic dispensing rate is calculated by dividing the Pharmacy & Consumer Wellness segment's generic drug prescriptions
filled by its total prescriptions filled. Management uses this metric to evaluate the effectiveness of the business at
encouraging the use of generic drugs when they are available and clinically appropriate, which aids in decreasing costs for
client members and retail customers. This metric provides management and investors with information useful in
understanding trends in segment total revenues and operating results.
84
•
The Pharmacy & Consumer Wellness segment's generic dispensing rate increased to 88.9% in 2024 compared to 88.4% in
the prior year. The increase in the segment's generic dispensing rate was primarily driven by the impact of new generic
drug introductions and the Company's ongoing efforts to encourage plan members to use generic drugs when they are
available and
clinically
appropriate.
85
_____________________________________________
Corporate/Other Segment
The following table summarizes the Corporate/Other segment's performance for the respective periods:
In millions, except percentages
Year Ended December 31,
Change
2024 vs. 2023
2023 vs. 2022
2024
2023
2022
$
%
$
%
Revenues:
Premiums
$
47 $
48
$
56
$
(1)
(2.1) %
$
(8)
(14.3) %
Services
9
9
68
-
-%
(59)
(86.8) %
Net investment income
395
394
406
1
0.3 %
(12)
(3.0) %
Total revenues
451
451
530
-
-%
(79)
(14.9) %
Cost of products sold
-
1
42
(1)
(100.0) %
(41)
(97.6) %
Health
care costs
187
210
249
(23)
(11.0) %
(39)
(15.7) %
Operating expenses
1,939
2,130
1,924
(191)
(9.0) %
206
10.7 %
Restructuring charges
432
507
-
(75)
(14.8) %
507
100.0 %
Opioid
litigation
charges
100
-
5,803
100
100.0 %
(5,803)
(100.0) %
Operating loss
(2,207)
(2,397)
(7,488)
190
7.9 %
5,091
68.0 %
Adjusted operating loss
Note (1)
(1,348)
(1,318)
(1,613)
(30)
(2.3) %
295
18.3 %
Note (1)
See "Segment Analysis" above in this MD&A for a reconciliation of Corporate/Other segment operating loss (GAAP measure) to adjusted operating loss,
which represents the Company's principal measure of segment performance.
Commentary - 2024 compared to 2023
Revenues
•
Revenues primarily relate to products for which the Company no longer solicits or accepts new customers, such as large
case pensions and long-term care insurance products.
•
Total revenues of $451 million in 2024 remained consistent compared to 2023.
Restructuring charges
•
During 2024, the Company recorded $432 million of restructuring charges comprised of $129 million of asset impairment
and related charges associated with the write-down of certain non-core assets, $293 million of severance and employee-
related costs associated with corporate workforce optimization and a $10 million stock-based compensation charge
associated with the impacted employees. During 2023, the Company recorded $507 million in pre-tax restructuring
charges, comprised of $344 million of severance and employee-related costs associated with corporate workforce
optimization, $152 million of asset impairment charges and an $11 million stock-based compensation charge associated
with the impacted employees. See Note 3 ''Restructuring'' included in Item 8 of this 10-K for additional information.
Adjusted operating loss
•
Adjusted operating loss of $1.3 billion in 2024 remained relatively consistent compared to 2023.
86
_____________________________________________
Liquidity and Capital Resources
Cash Flows
The Company maintains a level of liquidity sufficient to allow it to meet its cash needs in the short-term. Over the long term,
the Company manages its cash and capital structure to maximize shareholder return, maintain its financial condition and
maintain flexibility for future strategic initiatives. The Company continuously assesses its regulatory capital requirements,
working capital needs, debt and leverage levels, debt maturity schedule, capital expenditure requirements, dividend payouts,
potential share repurchases and future investments or acquisitions. The Company believes its operating cash flows, commercial
paper program, credit facilities, as well as any potential future borrowings, will be sufficient to fund these future payments and
long-term initiatives. As of December 31, 2024, the Company had approximately $8.6 billion in cash and cash equivalents,
approximately
$3.8 billion of which was held by the parent company or nonrestricted subsidiaries.
The net change in cash, cash equivalents and restricted cash for the years ended December 31, 2024, 2023 and 2022 was as
follows:
In millions
Year Ended December 31,
Change
2024 vs. 2023
2023 vs. 2022
2024
2023
2022
$
%
$
%
Net cash provided by operating activities
$ 9,107 $ 13,426 $ 16,177 $ (4,319)
(32.2) %
$ (2,751)
(17.0) %
Net cash
used
in
investing
activities
(7,613)
(20,889)
(5,047)
13,276
63.6 %
(15,842) (313.9) %
Net cash provided by (used in) financing activities
(1,135)
2,683
(10,516)
(3,818) (142.3) %
13,199
125.5 %
Net increase (decrease) in cash, cash equivalents
and
restricted
cash
$
359 $ (4,780) $
614 $ 5,139
107.5 %
$ (5,394) (878.5) %
Commentary -
2024 compared to 2023
•
Net cash provided by operating activities
decreased by $4.3 billion in 2024 compared to 2023
primarily
due to
the impact
of
elevated
Medicare utilization
on
earnings.
•
Net cash
used
in
investing
activities
decreased by $13.3 billion in 2024 compared to 2023 primarily due to the acquisitions
of Oak Street Health in May 2023 and Signify Health in March 2023, partially offset by higher net purchases of
investments. In addition, cash used in investing activities reflected the following activity:
•
Gross capital expenditures were approximately $2.8 billion and $3.0 billion in 2024 and 2023, respectively.
During 2024, approximately 76% of the Company's total capital expenditures were for technology, digital and
other strategic initiatives and 24% were for store, fulfillment and support and improvements.
•
Net cash
used
in
financing
activities
was $1.1 billion in 2024 compared to net cash provided by financing activities of $2.7
billion in 2023. The change in cash provided by (used in) financing activities primarily related to lower proceeds from the
issuance of long-term debt and higher repayments of long-term debt in 2024 compared to the prior year, as well as higher
repurchases of common stock in 2024, partially offset by higher proceeds from commercial paper borrowings compared to
the prior year.
Included in net cash used in investing activities for the years ended December 31, 2024, 2023 and 2022 was the following store
development activity:
Note (1)
2024
2023
2022
Total stores (beginning of year)
9,395
9,674
9,939
New and acquired stores
Note (2)
39
39
41
Closed stores
Note (2)
(299)
(318)
(306)
Total stores (end of year)
9,135
9,395
9,674
Relocated
stores
Note (2)
3
5
4
Note (1)
Includes retail drugstores and pharmacies within retail chains, primarily in Target Corporation ("Target") stores.
Note (2)
Relocated stores are not included in new and acquired stores or closed stores totals.
87
Short-term Borrowings
Commercial Paper and Back-up Credit Facilities
The Company had $2.1 billion of commercial paper outstanding
at a weighted
average interest rate of
4.98%
as of
December 31, 2024. The Company had $200 million of commercial paper outstanding at a weighted interest rate of
4.31% as of
December 31, 2023. In connection with its commercial paper program, the Company maintains
a $2.5 billion, five-year
unsecured back-up revolving credit facility, which expires on May 11, 2027, a $2.5 billion, five-year unsecured back-up
revolving credit facility, which expires on May 16, 2028, and a
$2.5 billion, five-year unsecured back-up revolving credit
facility, which expires on May 16, 2029. The credit facilities allow for borrowings at various rates that are dependent, in part,
on the Company's public debt ratings and require the Company to pay a weighted average quarterly facility fee of
approximately
0.03%, regardless of usage. As of December 31, 2024 and 2023, there were no borrowings outstanding under
any of the Company's back-up credit facilities.
Term Loan Agreement
On March 25, 2024, the Company entered into a 364-day
$3.0 billion
term loan
credit agreement.
The term loan
credit
agreement allowed for borrowings at various rates that were dependent, in part, on the Company's public debt ratings. On May
9, 2024, following the issuance of the $5.0 billion in senior notes described under "Long-term Borrowings" below, the term
loan credit agreement terminated. There were no borrowings under the term loan credit agreement through the date of
termination.
On May 1, 2023, the Company entered into a 364-day $5.0 billion term loan agreement. The term loan agreement allowed for
borrowings at various rates that were dependent, in part, on the Company's debt ratings. On May 2, 2023, the Company
borrowed $5.0 billion at an interest rate of approximately 6.2% under the term loan agreement to fund a portion of the Oak
Street Health acquisition purchase price. On June 2, 2023, the Company repaid the outstanding balance under the term loan
agreement.
Federal Home Loan Bank of Boston ("FHLBB")
A subsidiary of the Company is a member of the FHLBB. As a member, the subsidiary has the ability to obtain cash advances,
subject to
certain
minimum collateral requirements.
The maximum borrowing capacity available from the FHLBB as of
December 31, 2024 was approximately $1.2 billion. As of December 31, 2024 and 2023, there were no outstanding advances
from the FHLBB.
Long-term Borrowings
2024 Notes
On December 10, 2024, the Company issued $2.25 billion aggregate principal amount of 7.0% fixed-to-fixed rate series A
junior subordinated notes due
March 2055 and $750 million aggregate principal amount of
6.75%
fixed-to-fixed rate series B
junior subordinated notes due
December 2054
for total proceeds of approximately
$3.0 billion, net of discounts and
underwriting fees. The series A junior subordinated notes bear interest at 7.0%
per year until March 10, 2030, at which time the
rate will reset March 10th of every fifth year, provided that the interest rate will not reset below the initial interest rate. The
series B junior subordinated notes bear interest at 6.75% per year until December 10, 2034, at which time the rate will reset
December 10th of every fifth year, provided that the interest rate will not reset below the initial interest rate. The series A and
series B junior subordinated notes pay interest semi-annually and may be redeemed at any time beginning 90 days prior to their
respective first interest rate reset date and on any interest payment date thereafter, in whole or in part at a defined redemption
price plus accrued interest. The net proceeds of these offerings were used for the early extinguishment of certain of the
Company's senior notes as described below and the remaining proceeds after the early extinguishment of debt were used for
general corporate purposes.
On
May 9, 2024, the Company issued
$1.0 billion aggregate principal amount of 5.4% senior notes due June 2029, $1.0 billion
aggregate principal amount of 5.55%
senior notes due June 2031,
$1.25 billion aggregate principal amount of 5.7% senior notes
due June 2034, $750 million aggregate principal amount of 6.0% senior notes due June 2044 and
$1.0 billion
aggregate
principal amount of 6.05% senior notes due June 2054 for total proceeds of approximately $5.0 billion, net of discounts and
underwriting fees. The net proceeds of these offerings were used for general corporate purposes.
2023 Notes
On June 2, 2023, the Company issued
$1.0 billion aggregate principal amount of 5.0% senior notes due January 2029,
$750 million aggregate principal amount of 5.25% senior notes due January 2031, $1.25 billion aggregate principal amount of
5.3% senior notes due June 2033, $1.25 billion aggregate principal amount of 5.875% senior notes due June 2053 and
88
$750 million aggregate principal amount of 6.0% senior notes due June 2063 for total proceeds of approximately $4.9 billion,
net of discounts and underwriting fees. The net proceeds of these offerings were used, along with cash on hand, to repay the
outstanding balance under the term loan agreement described above.
On February 21, 2023, the Company issued $1.5 billion aggregate principal amount of 5.0% senior notes due February 2026,
$1.5 billion aggregate principal amount of 5.125% senior notes due February 2030, $1.75 billion aggregate principal amount of
5.25% senior notes due February 2033 and $1.25 billion aggregate principal amount of 5.625% senior notes due February 2053
for total proceeds of approximately $6.0 billion, net of discounts and underwriting fees. The net proceeds of these offerings
were used to fund general corporate purposes, including a portion of the Signify Health acquisition purchase price.
Oak Street Health
Convertible Notes
Prior to the
Oak
Street Health
acquisition,
Oak
Street Health
held
0% convertible senior notes with an aggregate principal
amount of $920 million (the "Convertible Notes"), which were assumed by the Company in connection with the Oak Street
Health acquisition. The Oak Street Health acquisition constituted a fundamental change in the Convertible Notes giving the
holders the right to require the Company to repurchase the Convertible Notes. The repurchase price was an amount in cash
equal to
100%
of the principal amount of the Convertible Notes. On May 31, 2023, the Company issued a notice of repurchase
to the holders of the Convertible Notes. In connection with this notice, $917 million of the Convertible Notes were submitted
for repurchase and settled on July 21, 2023. Substantially
all of
the remaining
$3
million of the Convertible Notes were
submitted for repurchase and settled on October 20, 2023.
Gain on Early Extinguishment of Debt
In December 2024, pursuant to a cash tender offer, the Company repaid approximately $2.6 billion
of its outstanding senior
notes for a cash payment of approximately
$2.0 billion. The senior notes purchased include: $226 million of its 4.1%
senior
notes due March 2025, $398 million of its
4.125% senior notes due April 2040, $883 million of its 2.7% senior notes due
August 2040, $274 million of its 4.125% senior notes due November 2042, $463 million of its 3.875% senior notes due August
2047 and $351 million of its 4.25% senior notes due April 2050. In connection with the purchase of such senior notes, the
Company recognized a total gain on early extinguishment of debt of $491 million, net of unamortized deferred financing costs
and incurred fees.
See Note 10 ''Borrowings and Credit Agreements'' included in Item 8 of this 10-K for additional information about debt
issuances and debt repayments.
Derivative Financial Instruments
The Company uses derivative financial instruments in order to manage interest rate and foreign exchange risk and credit
exposure. The Company's use of these derivatives is generally limited to hedging risk and has principally consisted of using
interest rate swaps, treasury rate locks, forward contracts, futures contracts, warrants, put options and credit default swaps.
Debt Covenants
The Company's back-up revolving credit facilities and unsecured senior notes (see Note 10 ''Borrowings and Credit
Agreements'' included in Item 8 of this 10-K) contain customary restrictive financial and operating covenants. These covenants
do not include an acceleration of the Company's debt maturities in the event of a downgrade in the Company's credit ratings.
The Company does not believe the restrictions contained in these covenants materially affect its financial or operating
flexibility. As of December 31, 2024, the Company was in compliance with all of its debt covenants.
Debt Ratings
As of December 31, 2024, the Company's long-term debt was rated "BBB" by Fitch Ratings, Inc. ("Fitch"), "Baa3" by
Moody's Investors Service, Inc. ("Moody's") and "BBB" by Standard & Poor's Financial Services LLC ("S&P"), and its
commercial paper program was rated "F2" by Fitch, "P-3" by Moody's and "A-2" by S&P. In August 2024, Moody's and S&P
changed their outlook on the Company's long-term debt from "Stable" to "Negative." In October 2024, Moody's placed the
Company's long-term debt ratings and the Company's commercial paper program on review for downgrade. Subsequently, in
December 2024, Moody's downgraded the Company's long-term debt rating to "Baa3" and the Company's commercial paper
rating to "P3" and changed their outlook on the Company to "Stable". In December 2024, Fitch initiated ratings coverage on the
Company and assigned a first-time "BBB" rating to the Company's long-term debt and a "F2" rating to the Company's
commercial paper program with the outlook on the Company of "Negative". In assessing the Company's credit strength, the
Company believes that Moody's, S&P and Fitch considered, among other things, the Company's capital structure and financial
89
policies, as well as its consolidated balance sheet, its historical acquisition activity and other financial information, including
the Company's expectations for future earnings and cash flows. Although the Company currently believes its long-term debt
ratings will remain investment grade, it cannot predict the future actions of Moody's, S&P and/or Fitch. The Company's debt
ratings have a direct impact on its future borrowing costs, access to capital markets and new store operating lease costs.
Share Repurchase Programs
The following share repurchase programs have been authorized by CVS Health Corporation's Board of Directors (the "Board"):
The following share repurchase programs have been authorized by the Board:
In billions
Authorization Date
Authorized
Remaining as of
December 31, 2024
November 17, 2022 ("2022 Repurchase Program")
$
10.0 $
10.0
December 9, 2021 ("2021 Repurchase Program")
10.0
1.5
Each of the share Repurchase Programs was effective immediately and permit the Company to effect repurchases from time to
time through a combination of open market repurchases, privately negotiated transactions, accelerated share repurchase
("ASR") transactions, and/or other derivative transactions. Both the 2022 and 2021 Repurchase Programs can be modified or
terminated
by
the Board
at any
time.
During the years ended December 31, 2024, 2023 and 2022, the Company repurchased an aggregate of 39.7 million shares of
common stock for approximately $3.0 billion, an aggregate of 22.8 million shares of common stock for approximately
$2.0 billion and an aggregate of 34.1 million shares of common stock for approximately $3.5 billion, respectively, each
pursuant to the 2021 Repurchase Program. This activity includes the share repurchases under the ASR transactions described
below.
Pursuant to the authorization under the 2021 Repurchase Program, the Company entered into a $3.0 billion fixed dollar ASR
with Morgan Stanley & Co. LLC ("Morgan Stanley"). Upon payment of the $3.0 billion purchase price on January 4, 2024, the
Company received a number of shares of CVS Health Corporation's common stock equal to 85% of the $3.0 billion notional
amount of the ASR or approximately 31.4 million shares, which were placed into treasury stock in January 2024. The ASR was
accounted for as an initial treasury stock transaction for $2.6 billion and a forward contract for $0.4 billion. The forward
contract was classified as an equity instrument and was recorded within capital surplus. In March 2024, the Company received
approximately 8.3 million shares of CVS Health Corporation's common stock, representing the remaining 15% of the
$3.0 billion notional amount of the ASR, thereby concluding the ASR. These shares were placed into treasury and the forward
contract was reclassified from capital surplus to treasury stock in March 2024.
Pursuant to the authorization under the 2021 Repurchase Program, the Company entered into a $2.0 billion fixed dollar ASR
with Citibank, N.A. Upon payment of the $2.0 billion purchase price on January 4, 2023, the Company received a number of
shares of CVS Health Corporation's common stock equal to 80% of the $2.0 billion notional amount of the ASR or
approximately 17.4 million shares, which were placed into treasury stock in January 2023. The ASR was accounted for as an
initial treasury stock transaction for $1.6 billion and a forward contract for $0.4 billion. The forward contract was classified as
an equity instrument and was recorded within capital surplus. In February 2023, the Company received approximately
5.4 million shares of CVS Health Corporation's common stock, representing the remaining 20% of the $2.0 billion notional
amount of the ASR, thereby concluding the ASR. These shares were placed into treasury stock and the forward contract was
reclassified from capital surplus to treasury stock in February 2023.
Pursuant to the authorization under the 2021 Repurchase Program, the Company entered into a $1.5 billion fixed dollar ASR
with Barclays Bank PLC. Upon payment of the $1.5 billion purchase price on January 4, 2022, the Company received a number
of shares of CVS Health Corporation's common stock equal to 80% of the $1.5 billion notional amount of the ASR or
approximately 11.6 million shares, which were placed into treasury stock in January 2022. The ASR was accounted for as an
initial treasury stock transaction for $1.2 billion and a forward contract for $0.3 billion. The forward contract was classified as
an equity instrument and was recorded within capital surplus. In February 2022, the Company received approximately
2.7 million shares of CVS Health Corporation's common stock, representing the remaining 20% of the $1.5 billion notional
amount of the ASR, thereby concluding the ASR. These shares were placed into treasury stock and the forward contract was
reclassified from capital surplus to treasury stock in February 2022.
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At the time they were received, the initial and final receipt of shares resulted in an immediate reduction of the outstanding
shares used to calculate the weighted average common shares outstanding for basic and diluted earnings per share.
Dividends
During 2024, 2023 and 2022 the quarterly cash dividend was $0.665, $0.605 and $0.55 per share, respectively. CVS Health
Corporation has paid cash dividends every quarter since becoming a public company and expects to maintain its quarterly
dividend of $0.665 per share throughout 2025. Future dividend payments will depend on the Company's earnings, capital
requirements, financial condition and other factors considered relevant by the Board.
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Future Cash Requirements
The following table summarizes certain estimated future cash requirements under the Company's various contractual
obligations at December 31, 2024, in total and disaggregated into current and long-term obligations. The table below does not
include future payments of claims to health care providers or pharmacies because certain terms of these payments are not
determinable at December 31, 2024 (for example, the timing and volume of future services provided under fee
-for-service
arrangements and future membership levels for capitated arrangements).
In millions
Total
Current
Long-Term
Operating
lease liabilities
Note (1)
$
21,189 $
2,683 $
18,506
F
inance lease liabilities
Note (1)
2,038
144
1,894
Contractual lease obligations
with
Target
Note (2)
2,217
—
2,217
Commercial paper
Note (3)
2,119
2,119
—
Long-term debt
Note (3)
63,268
3,559
59,709
Interest payments on long-term debt
Note (3)
42,240
2,892
39,348
Opioid
litigation
settlement obligations
Note (4)
4,792
814
3,978
Other
long-term liabilities
on
the consolidated
balance sheets
(5)
Future policy benefits
Note (6)
4,560
371
4,189
Unpaid
claims
Note (6)
993
280
713
Policyholders' funds
(6) Note (7)
1,270
869
401
Total
$
144,686 $
13,731 $
130,955
_____________________________________________
Note (1)
Refer to Note 7 ''Leases'' included in Item 8 of this 10-K for additional information regarding the maturity of lease liabilities under operating and finance
leases.
Note (2)
The Company leases pharmacy and clinic space from Target. See Note 7 ''Leases'' included in Item 8 of this 10-K for additional information regarding
the lease arrangements with Target. Amounts related to such operating and finance leases are reflected within the operating lease liabilities and finance
lease liabilities in the table above. Pharmacy lease amounts due in excess of the remaining estimated economic life of the buildings are reflected in the
table above assuming equivalent stores continue to operate through the term of the arrangements.
Note (3)
Refer to Note 10 ''Borrowings and Credit Agreements'' included in Item 8 of this 10-K for additional information regarding the maturities of debt
principal and commercial paper borrowings. Interest payments on long-term debt are calculated using outstanding balances and interest rates in effect on
December 31, 2024
Note (4)
Refer to Note 18 ''Commitments and Contingencies'' included in Item 8 of this 10-K for additional information regarding the opioid litigation settlement
obligations.
Note (5)
Payments of other long-term liabilities exclude Separate Accounts liabilities of approximately $3.3 billion because these liabilities are supported by assets
that are legally segregated and are not subject to claims that arise out of the Company's business.
Note (6)
Total payments of future policy benefits, unpaid claims and policyholders' funds include $566 million, $911 million and $137 million
respectively, of
reserves for contracts subject to reinsurance. The Company expects the assuming reinsurance carrier to fund these obligations and has reflected these
amounts as reinsurance recoverable assets on the consolidated balance sheets.
Note (7)
Customer funds associated with group life and health contracts of approximately $52 million have been excluded from the table above because such funds
may be used primarily at the customer's discretion to offset future premiums and/or for refunds, and the timing of the related cash flows cannot be
determined. Additionally, net unrealized capital losses on debt securities supporting experience-rated products of $25 million
before tax, have been
excluded from the table above.
Restrictions on Certain Payments
In addition to general state law restrictions on payments of dividends and other distributions to stockholders applicable to all
corporations, health maintenance organizations ("HMOs") and insurance companies are subject to further regulations that
among other things, may require those companies to maintain certain levels of equity (referred to as surplus) and restrict the
amount of dividends and other distributions that may be paid to their equity holders. These regulations are not directly
applicable to CVS Health Corporation as a holding company since CVS Health Corporation is not an HMO or an insurance
company. In addition, in connection with the Aetna Acquisition, the Company made certain undertakings that require prior
regulatory approval of dividends by certain of its HMOs and insurance companies. The additional regulations and undertakings
applicable to the Company's HMO and insurance company subsidiaries are not expected to affect the Company's ability to
service the Company's debt, meet other financing obligations or pay dividends, or the ability of any of the Company's
subsidiaries to service their debt or other financing obligations. Under applicable regulatory requirements and undertakings, at
December 31, 2024, the maximum amount of dividends that may be paid by the Company's insurance and HMO subsidiaries
without prior approval by regulatory authorities was $1.6 billion in the aggregate
The Company maintains capital levels in its operating subsidiaries at or above targeted and/or required capital levels and
dividends amounts in excess of these levels to meet liquidity requirements, including the payment of interest on debt and
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stockholder dividends. In addition, at the Company's di scretion, it uses these funds for other purposes such as funding share and
debt repurchase programs, investments in new businesses and other purposes considered advisable.
At December 31, 2024 and 2023, the Company held investments of $269 million and $307 million, respectively, that are not
accounted for as Separate Accounts assets but are legally segregated and are not subject to claims that arise out of the
Company's busi ness. See Note 4 ''Inve
stments'' i
ncluded in Item 8 of this 10-K for additional information on investments
related to the 2012 conversion of an existing group annuity contract from a participating to a non-participating contract
.
Solvency Regulation
The National Association of Insurance Commissioners (the "NAIC") utilizes risk-based capital ("RBC") standards for
insurance companies that are designed to identify weakly-capitalized companies by comparing each company's a djusted surplus
to its required surplus (the "RBC Ratio"). The RBC Ratio is designed to reflect the risk profile of insurance companies. Within
certain ratio ranges, regulators have increasing authority to take action as the RBC Ratio decreases. There are four levels of
regulatory action, ranging from requiring an insurer to submit a comprehensive financial plan for increasing its RBC to the state
insurance commissioner to requiring the state insurance commissioner to place the insurer under regulatory control. At
December 31, 2024, all of the Company's i nsurance and HMO subsidiaries were above the RBC level that would require
regulatory action. The RBC framework described above for insurers has been extended by the NAIC to health organizations,
including HMOs. Although not all states had adopted these rules at December 31, 2024, at that date each of the Company's
active HMOs had a surplus that exceeded either the applicable state net worth requirements or, where adopted, the levels that
would require regulatory action under the NAIC's R BC rules. External rating agencies use their own capital models and/or
RBC standards when they determine a company's ra ting.
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Critical Accounting Policies
The Company prepares the consolidated financial statements in conformity with generally accepted accounting principles,
which require management to make certain estimates and apply judgment. Estimates and judgments are based on historical
experience, current trends and other factors that management believes to be important at the time the consolidated financial
statements are prepared. On a regular basis, the Company reviews its accounting policies and how they are applied and
disclosed in the consolidated financial statements. While the Company believes the historical experience, current trends and
other factors considered by management support the preparation of the consolidated financial statements in conformity with
generally accepted accounting principles, actual results could differ from estimates, and such differences could be material.
Significant accounting policies are discussed in Note 1 ''Si
gnificant Accounting Policies'' i
ncluded in Item 8 of this 10-K.
Management believes the following accounting policies include a higher degree of judgment and/or complexity and, thus, are
considered to be critical accounting policies. The Company has discussed the development and selection of these critical
accounting policies with the Audit Committee of the Board (the "Audit Committee") and the Audit Committee has reviewed
the disclosures relating to them.
Revenue Recognition
Health Care Benefits Segment
Health Care Benefits revenue is principally derived from insurance premiums and fees billed to customers. Revenue related to
the Company's Gove rnment business is collected monthly from the U.S. federal government and various government agencies
based on fixed payment rates and member eligibility.
Some of the Company's Gove rnment contracts allow for premiums to be adjusted to reflect actual experience or the relative
health status of Insured members. Such adjustments are reasonably estimable at the outset of the contract, and adjustments to
those estimates are made based on actual experience of the customer emerging under the contract and the terms of the
underlying contract.
Health Services Segment
The Health Services segment sells prescription drugs directly through its specialty and mail order pharmacy offerings and
indirectly through the Company's re tail pharmacy network. The Company's pha rmacy benefit arrangements are accounted for
in a manner consistent with a master supply arrangement as there are no contractual minimum volumes and each prescription is
considered a separate purchasing decision and distinct performance obligation transferred at a point in time. PBM services
performed in connection with each prescription claim are considered part of a single performance obligation which culminates
in the fulfillment of prescription drugs.
The Company recognizes revenue using the gross method at the contract price negotiated with its clients when the Company
has concluded it controls the prescription drug before it is transferred to the client plan members. The Company controls
prescriptions fulfilled indirectly through its retail pharmacy network because it has separate contractual arrangements with those
pharmacies, has discretion in setting the price for the transaction and assumes primary responsibility for fulfilling the promise
to provide prescription drugs to its client plan members while also performing the related PBM services.
Revenues include (i) the portion of the price the client pays directly to the Company, net of any discounts earned on brand name
drugs or other discounts and refunds paid back to the client, (ii) the price paid to the Company by client plan members for mail
order prescriptions and the price paid to retail network pharmacies by client plan members for retail prescriptions, and (iii)
claims based administrative fees for retail pharmacy network contracts. Sales taxes are not included in revenues.
The Company recognizes revenue when control of the prescription drugs is transferred to customers, in an amount that reflects
the consideration the Company expects to be entitled to receive in exchange for those prescription drugs. The Company has
established the following revenue recognition policies for the Health Services segment:
•
Revenues generated from prescription drugs sold by third party pharmacies in the Company's re tail pharmacy network and
associated administrative fees are recognized at the Company's poi nt-of-sale, which is when the claim is adjudicated by the
Company's onl ine claims processing system and the Company has transferred control of the prescription drug and
completed all of its performance obligations.
•
Revenues generated from prescription drugs sold by specialty and mail order pharmacies are recognized when the
prescription drug is delivered to the client plan member. At the time of delivery, the Company has performed substantially
94
all of its performance obligations under its client contracts and does not experience a significant level of returns or
reshipments.
For contracts under which the Company acts as an agent or does not control the prescription drugs prior to transfer to the client
plan member, revenue is recognized using the net method.
Drug Discounts
The Company records revenue net of manufacturers' re bates earned by its clients based on their plan members' ut ilization of
brand-name formulary drugs. The Company estimates these rebates at period-end based on actual and estimated claims data and
its estimates of the manufacturers' re bates earned by its clients. The estimates are based on the best available data at period-end
and recent history for the various factors that can affect the amount of rebates due to the client. The Company adjusts its rebates
payable to clients to the actual amounts paid when these rebates are paid or as significant events occur. Any cumulative effect
of these adjustments is recorded against revenues at the time it is identified. Adjustments generally result from contract changes
with clients or manufacturers that have retroactive rebate adjustments, differences between the estimated and actual product mix
subject to rebates, or whether the brand name drug was included in the applicable formulary. The effect of adjustments between
estimated and actual manufacturers' re bate amounts has not been material to the Company's ope rating results or financial
condition.
Impairments of Debt Securities
The Company regularly reviews its debt securities to determine whether a decline in fair value below the cost basis or carrying
value has occurred. If a debt security is in an unrealized loss position and the Company has the intent to sell the security, or it is
more likely than not that the Company will have to sell the security before recovery of its amortized cost basis, the amortized
cost basis of the security is written down to its fair value and the difference is recognized in net income. If a debt security is in
an unrealized loss position and the Company does not have the intent to sell and it is more likely than not that the Company will
not have to sell such security before recovery of its amortized cost basis, the Company bifurcates the impairment into credit
related and non-credit related (yield-related) components. The amount of the credit-related component is recorded as an
allowance for credit losses and recognized in net income, and the amount of the non-credit related component is included in
other comprehensive income (loss). The Company analyzes all facts and circumstances believed to be relevant for each
investment when performing this analysis, in accordance with applicable accounting guidance.
In evaluating whether a credit related loss exists, the Company considers a variety of factors including: the extent to which the
fair value is less than the amortized cost basis; adverse conditions specifically related to the issuer of a security, an industry or
geographic area; the payment structure of the security; the failure of the issuer of the security to make scheduled interest or
principle payments; and any changes to the rating of the security by a rating agency.
Among the factors considered in evaluating whether a decline in fair value below the cost basis or carrying value has occurred
are whether the decline results from a change in the quality of the debt security itself, whether the decline results from a
downward movement in the market as a whole, and the prospects for realizing the carrying value of the debt security based on
the investment's c urrent and short-term prospects for recovery. For unrealized losses determined to be the result of market
conditions (for example, increasing interest rates and volatility due to conditions in the overall market) or industry-related
events, the Company determines whether it intends to sell the debt security or if it is more likely than not that the Company will
be required to sell the debt security prior to the anticipated recovery of the debt security's a mortized cost basis. If either case is
true, the Company recognizes a non-credit related impairment, and the cost basis or carrying amount of the debt security is
written down to fair value.
During the years ended December 31, 2024, 2023 and 2022, the Company recorded yield-related impairment losses on debt
securities of $73 million, $152 million and $143 million, respectively. During the years ended December 31, 2024, 2023 and
2022, the Company recorded credit-related losses on debt securities of $9 million, $3 million and $13 million, respectively.
The risks inherent in assessing the impairment of a debt security include the risk that market factors may differ from projections
and the risk that facts and circumstances factored into the Company's a ssessment may change with the passage of time.
Unexpected changes to market factors and circumstances that were not present in past reporting periods are among the factors
that may result in a current period decision to sell debt securities that were not impaired in prior reporting periods.
Inventory
Inventories are valued at the lower of cost or net realizable value using the weighted average cost method.
95
The value of ending inventory is reduced for estimated inventory losses that have occurred during the interim period between
physical inventory counts. Physical inventory counts are taken on a regular basis in each retail store and pharmacy, and a
continuous cycle count process is the primary procedure used to validate the inventory balances on hand in each distribution
center and mail facility to ensure that the amounts reflected in the consolidated financial statements are properly stated The
Company's a ccounting for inventory contains uncertainty since management must use judgment to estimate the inventory
losses that have occurred during the interim period between physical inventory counts. When estimating these losses, a number
of factors are considered which include historical physical inventory results on a location-by-location basis and current physical
inventory loss trends.
The total reserve for estimated inventory losses covered by this critical accounting policy was $600 million and $607 million as
of December 31, 2024 and 2023, respectively. Although management believes there is sufficient current and historical
information available to record reasonable estimates for estimated inventory losses, it is possible that actual results could differ.
In order to help investors assess the aggregate risk, if any, associated with the inventory-related uncertainties discussed above, a
ten percent (10%) pre-tax change in estimated inventory losses, which is a reasonably likely change, would increase or decrease
the total reserve for estimated inventory losses by approximately $60 million as of December 31, 2024.
Although management believes that the estimates discussed above are reasonable and the related calculations conform to
generally accepted accounting principles, actual results could differ from such estimates, and such differences could be
material.
Recoverability of Long-Lived Assets
Recoverability of Definite-Lived Assets
The Company evaluates the recoverability of long-lived assets, excluding goodwill and indefinite-lived intangible assets, which
are tested for impairment using separate tests described below, whenever events or changes in circumstances indicate that the
carrying value of such an asset may not be recoverable. The Company groups and evaluates these long-lived assets for
impairment at the lowest level at which individual cash flows can be identified. If indicators of impairment are present, the
Company first compares the carrying amount of the asset group to the estimated future cash flows associated with the asset
group (undiscounted). If the estimated future cash flows used in this analysis are less than the carrying amount of the asset
group, an impairment loss calculation is prepared. The impairment loss calculation compares the carrying amount of the asset
group to the asset group's e stimated future cash flows (discounted). If required, an impairment loss is recorded for the portion
of the asset group's c arrying value that exceeds the asset group's e stimated future cash flows (discounted).
The long lived asset impairment loss calculation contains uncertainty since management must use judgment to estimate each
asset group's fut ure sales, profitability and cash flows. When preparing these estimates, the Company considers historical
results and current operating trends and consolidated sales, profitability and cash flow results and forecasts. These estimates can
be affected by a number of factors including general economic and regulatory conditions, efforts of third party organizations to
reduce their prescription drug costs and/or increased member co-payments, the continued efforts of competitors to gain market
share and consumer spending patterns.
During the third quarter of 2024, in connection with its enterprise-wide restructuring plan, the Company completed a strategic
review of its retail business, which included evaluating changes in population, consumer buying patterns and future health
requirements to ensure continued alignment of its retail footprint with consumer needs. In connection with this initiative, in
September 2024, the Company determined it planned to close 271 retail stores in 2025. As a result, management determined
that there were indicators of impairment with respect to the impacted stores' a sset groups, including the associated operating or
financing lease right-of-use assets and property and equipment. A long-lived asset impairment test was performed during the
third quarter of 2024, the results of which indicated that the fair value of certain retail store asset groups were lower than their
respective carrying values. Accordingly, in the three months ended September 30, 2024, the Company recorded a store
impairment charge of $607 million, consisting of a write down of $483 million related to operating and financing lease right-of-
use assets and $124 million related to property and equipment. The charge associated with the store impairments was included
in the restructuring charges within the Pharmacy & Consumer Wellness segment.
Recoverability of Goodwill
Goodwill represents the excess of amounts paid for acquisitions over the fair value of the net identifiable assets acquired.
Goodwill is subject to annual impairment reviews, or more frequent reviews if events or circumstances indicate that the
carrying value may not be recoverable. Goodwill is tested for impairment on a reporting unit basis. The impairment test is
performed by comparing the reporting unit's fa ir value with its net book value (or carrying amount), including goodwill. The
96
fair value of the reporting units is estimated using a combination of a discounted cash flow method and a market multiple
method. If the net book value (carrying amount) of the reporting unit exceeds its fair value, the reporting unit's goodwi ll is
considered to be impaired, and an impairment is recognized in an amount equal to the excess.
The determination of the fair value of the reporting units requires the Company to make significant assumptions and estimates.
These assumptions and estimates primarily include the selection of appropriate peer group companies; control premiums and
valuation multiples appropriate for acquisitions in the industries in which the Company competes; discount rates; terminal
growth rates; and forecasts of revenue, operating income, depreciation and amortization, income taxes, capital expenditures and
future working capital requirements. When determining these assumptions and preparing these estimates, the Company
considers each reporting unit's hi storical results and current operating trends; consolidated revenues, profitability and cash flow
results and forecasts; and industry trends. The Company's e stimates can be affected by a number of factors, including general
economic and regulatory conditions; the risk-free interest rate environment; the Company's m arket capitalization; efforts of
customers and payers to reduce costs, including their prescription drug costs, and/or increase member co-payments; the
continued efforts of competitors to gain market share; consumer spending patterns; and the Company's a bility to achieve its
revenue growth projections and execute on its cost reduction initiatives.
2024 Goodwill Impairment Test
During the fourth quarter of 2024, the Company performed its required annual impairment test of goodwill. The results of the
impairment tests indicated that there was no impairment of goodwill as of the testing date. The fair values of the reporting units
with goodwill exceeded their carrying values by significant margins, with the exception of the Government reporting unit and
the Health Care Delivery reporting unit which exceeded their carrying values by approximately 4% and 8%, respectively.
During 2024, the Government reporting unit within the Health Care Benefits segment experienced continued elevated
utilization pressure in Medicare and higher than expected acuity following the resumption of member redeterminations in
Medicaid, which have resulted in higher medical benefit ratios and lower gross margins than those originally estimated when
the prior year annual goodwill impairment test was performed. Upon assessment of the impact of these factors on the
Company's ye ar-to-date 2024 results and its expectations for the full year, the Company determined there were indicators that
the Government reporting unit's goodwi ll may be impaired, and accordingly, performed an interim goodwill impairment test
during the third quarter of 2024. The results of the interim goodwill impairment test showed that the fair value of the
Government reporting unit exceeded its carrying value by approximately 10%, therefore there was no impairment of goodwill
as of the interim testing date. During the fourth quarter of 2024, the Company updated its budget for 2025 and outlook for
future years and performed its annual impairment test of goodwill. The results of the impairment test showed that the fair value
of the Government reporting unit exceeded its carrying value by approximately 4%, therefore there was no impairment of
goodwill as of the annual testing date.
Although the Company believes the financial projections used to determine the fair value of the Government reporting unit
were reasonable and achievable, continued utilization pressure within the Medicare product line and continued higher acuity in
Medicaid may affect the Company's a bility to increase operating income in the Government reporting unit at the rate estimated
when such goodwill impairment test was performed. Some of the key assumptions included in the Company's fi nancial
projections to determine the estimated fair value of its Government reporting unit include future health care costs, changes in
medical membership, revenue growth rates, operating margins and operating expense ratios. The estimated fair value of the
Government reporting unit is also dependent on multiples of market participants in the health insurance industry, as well as the
risk-free interest rate environment which impacts the discount rate used in the discounted cash flow method. As of December
31, 2024, the goodwill balance in the Government reporting unit was approximately $21.2 billion.
In 2023, the Company formed a new Health Care Delivery reporting unit within the Health Services segment. The Health Care
Delivery reporting unit is primarily comprised of the Signify Health and Oak Street Health care delivery assets, which were
acquired on March 29, 2023 and May 2, 2023, respectively. These transactions were accounted for using the acquisition method
of accounting which requires, among other things, the assets acquired and liabilities assumed to be recognized at their fair
values at the date of acquisition. Given the close proximity of the acquisition dates to the 2024 annual impairment test of
goodwill, as expected, the fair value of these two businesses and, therefore, of the Health Care Delivery reporting unit,
remained relatively in line with the carrying value of the reporting unit. This fair value estimate is sensitive to significant
assumptions including the revenue growth rate, operating income and the discount rate. As of December 31, 2024, the goodwill
balance in the Health Care Delivery reporting unit was $10.4 billion.
2023 Goodwill Impairment Test
During the fourth quarter of 2023, the Company performed its required annual impairment test of goodwill. The results of the
impairment tests indicated that there was no impairment of goodwill as of the testing date. The fair values of the reporting units
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with goodwill exceeded their carrying values by significant margins, with the exception of the Health Care Delivery reporting
unit, which exceeded its carrying value by approximately 9%.
2022 Goodwill Impairment Test
During the third quarter of 2022, the Company performed its required annual impairment test of goodwill. The results of the
impairment tests indicated that there was no impairment of goodwill as of the testing date. The fair values of the reporting units
with goodwill exceeded their carrying values by significant margins.
Recoverability of Indefinite-Lived Intangible Assets
Indefinite-lived intangible assets are subject to annual impairment reviews, or more frequent reviews if events or circumstances
indicate that their carrying value may not be recoverable. Indefinite-lived intangible assets are tested by comparing the
estimated fair value of the asset to its carrying value. If the carrying value of the asset exceeds its estimated fair value, an
impairment loss is recognized, and the asset is written down to its estimated fair value.
The indefinite- lived intangible asset impairment loss calculation contains uncertainty since management must use judgment to
estimate fair value based on the assumption that, in lieu of ownership of an intangible asset, the Company would be willing to
pay a royalty in order to utilize the benefits of the asset. Fair value is estimated by discounting the hypothetical royalty
payments to their present value over the estimated economic life of the asset. These estimates can be affected by a number of
factors including general economic conditions, availability of market information and the profitability of the Company. There
were no impairment losses recognized on indefinite-lived intangible assets in any of the years ended December 31, 2024, 2023
or 2022.
Health Care Benefits' IBNR Liabilities
The Health Care Benefits segment's he alth care costs payable include estimates of the ultimate cost of (i) services rendered to
the segment's Insure d members but not yet reported to the Company and (ii) claims which have been reported to the Company
but not yet paid (collectively, "IBNR"). Health care costs payable also include an estimate of the cost of services that will
continue to be rendered after the financial statement date if the Company is obligated to pay for such services in accordance
with contractual or regulatory requirements. IBNR estimates are developed using actuarial principles and assumptions that
consider numerous factors. See Note 1 ''Si
gnificant Accounting Policies'' i
ncluded in Item 8 of this 10-K for additional
information on the Company's re serving methodology.
During 2024 and 2023, the segment observed an increase in completion factors relative to those assumed at the prior year end.
After considering the claims paid in 2024 and 2023 with dates of service prior to the fourth quarter of the previous year, the
segment observed assumed incurred claim weighted average completion factors that were 23 and 4 basis points higher,
respectively, than previously estimated, resulting in a decrease of $339 million and $55 million in 2024 and 2023, respectively,
in health care costs payable that related to the prior year. The segment has considered the pattern of changes in its completion
factors when determining the completion factors used in its estimates of IBNR as of December 31, 2024. However, based on
historical claim experience, it is reasonably possible that the estimated weighted average completion factors may vary by plus
or minus 9 basis points from the assumed rates, which could impact health care costs payable by approximately plus or minus
$202 million pretax.
Also, during 2024 and 2023, the Health Care Benefits segment observed that health care costs for claims with claim incurred
dates of three months or less before the financial statement date were lower than previously estimated. Specifically, after
considering the claims paid in 2024 and 2023 with claim incurred dates for the fourth quarter of the previous year, the segment
observed health care costs that were 3.2% and 4.5% lower, respectively, for each fourth quarter than previously estimated,
resulting in a reduction of $546 million and $620 million in 2024 and 2023, respectively, in health care costs payable that
related to prior year.
Management considers historical health care cost trend rates together with its knowledge of recent events that may impact
current trends when developing estimates of current health care cost trend rates. When establishing reserves as of December 31,
2024, the segment increased its assumed health care cost trend rates for the most recent three months by 3.4% from health care
cost trend rates recently observed. Based on historical claim experience, it is reasonably possible that the segment's e stimated
health care cost trend rates may vary by plus or minus 3.5% from the assumed rates, which could impact health care costs
payable by plus or minus $808 million pretax.
98
New Accounting Pronouncements
See Note 1 ''Si
gnificant Accounting Policies'' i
ncluded in Item 8 of this 10-K for a description of new accounting
pronouncements applicable to the Company.
99
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
The Company's e arnings and financial condition are exposed to interest rate risk, credit quality risk, market valuation risk,
foreign currency risk, commodity risk and operational risk.
Evaluation of Interest Rate and Credit Quality Risk
The Company manages interest rate risk by seeking to maintain a tight match between the durations of assets and liabilities
when appropriate. The Company manages credit quality risk by seeking to maintain high average credit quality ratings and
diversified sector exposure within its debt securities portfolio. In connection with its investment and risk management
objectives, the Company also uses derivative financial instruments whose market value is at least partially determined by,
among other things, levels of or changes in interest rates (short-term or long-term), duration, prepayment rates, equity markets
or credit ratings/spreads. The Company's use of these derivatives is generally limited to hedging risk and has principally
consisted of using interest rate swaps, treasury rate locks, forward contracts, futures contracts, warrants, put options and credit
default swaps. These instruments, viewed separately, subject the Company to varying degrees of interest rate, equity price and
credit risk. However, when used for hedging, the Company expects these instruments to reduce overall risk.
Investments
The Company's i nvestment portfolio supported the following products at December 31, 2024 and 2023:
In millions
2024
2023
Experience-rated products
$
652 $
723
Remaining products
30,689
25,555
Total investments
$
31,341 $
26,278
Investment risks associated with experience-rated products generally do not impact the Company's ope rating results. The risks
associated with investments supporting experience-rated pension and annuity products in the large case pensions business in the
Company's C orporate/Other segment are assumed by the contract holders and not by the Company (subject to, among other
things, certain minimum guarantees). Assets supporting experience-rated products may be subject to contract holder or
participant withdrawals.
The debt securities in the Company's i nvestment portfolio had an average credit quality rating of A at both December 31, 2024
and 2023, with a fair value of approximately $5.9 billion and $4.6 billion rated AAA at December 31, 2024 and 2023,
respectively. The fair value of debt securities that were rated below investment grade (that is, having a credit quality rating
below BBB-/Baa3) was $2.4 billion and $2.1 billion at December 31, 2024 and 2023, respectively (of which 1.6% and 1.5% at
December 31, 2024 and 2023, respectively, supported experience-rated products).
At December 31, 2024 and 2023, the Company held $82 million and $218 million, respectively, of municipal debt securities
that were guaranteed by third parties, representing less than 1% and 1% of total investments at December 31, 2024 and 2023,
respectively. These securities had an average credit quality rating of AA+ at both December 31, 2024 and 2023, with the
guarantee. These securities had an average credit quality rating of AA and AA negative at December 31, 2024 and 2023, respectively,
without the guarantee. The Company does not have any significant concentration of investments with third party guarantors
(either direct or indirect).
The Company generally classifies debt securities as available for sale, and carries them at fair value on the consolidated balance
sheets. At both December 31, 2024 and 2023, less than 1% of debt securities were valued using inputs that reflect the
Company's a ssumptions (categorized as Level 3 inputs in accordance with GAAP). See Note 5 ''Fa
ir Value'' i
ncluded in Item
8 of this 10-K for additional information on the methodologies and key assumptions used to determine the fair value of
investments. For additional information related to investments, see Note 4 ''Inve
stments'' i
ncluded in Item 8 of this 10-K.
The Company regularly reviews debt securities in its portfolio to determine whether a decline in fair value below the cost basis
or carrying value has occurred. If a debt security is in an unrealized loss position and the Company has the intent to sell the
security, or it is more likely than not that the Company will have to sell the security before recovery of its amortized cost basis,
the amortized cost basis of the security is written down to its fair value and the difference is recognized in net income. If a debt
security is in an unrealized loss position and the Company does not have the intent to sell and it is more likely than not that the
Company will not have to sell such security before recovery of its amortized cost basis, the Company bifurcates the impairment
into credit-related and non-credit related components. The amount of the credit-related component is recorded as an allowance
for credit losses and recognized in net income, and the amount of the non-credit related component is included in other
100
comprehensive income (loss). The impairment of debt securities is considered a critical accounting policy. See ''C
ritical
Accounting Policies - Impairments of Debt Securities" in the MD&A included in Item 7 of this 10-K for additional information.
Evaluation of Market Valuation Risks
The Company regularly evaluates its risk from market-sensitive instruments by examining, among other things, levels of or
changes in interest rates (short-term or long-term), duration, prepayment rates, equity markets and/or credit ratings/spreads. The
Company also regularly evaluates the appropriateness of investments relative to management-approved investment guidelines
(and operates within those guidelines) and the business objectives of its portfolios.
On a quarterly basis, the Company reviews the impact of hypothetical net losses in its investment portfolio on the Company's
consolidated near-term financial condition, operating results and cash flows assuming the occurrence of certain reasonably
possible changes in near-term market rates and prices. Interest rate changes (whether resulting from changes in treasury yields
or credit spreads or other factors) represent the most material risk exposure category for the Company. The Company has
estimated the impact on the fair value of market sensitive instruments based on the net present value of cash flows using a
representative set of likely future interest rate scenarios. The assumptions used were as follows: an immediate increase of 100
basis points in interest rates (which the Company believes represents a moderately adverse scenario) for long-term debt issued
by the Company, as well as its interest rate sensitive investments and an immediate decrease of 15% in prices for publicly
traded domestic equity securities in the Company's i nvestment portfolio.
Assuming an immediate increase of 100 basis points in interest rates, the theoretical decline in the fair values of market
sensitive instruments at December 31, 2024 is as follows:
•
The fair value of long-term debt issued by the Company would decline by approximately $3.3 billion ($4.1 billion pretax).
Changes in the fair value of long-term debt do not impact the Company's ope rating results or financial condition.
•
The theoretical reduction in the fair value of interest rate sensitive investments partially offset by the theoretical reduction
in the fair value of interest rate sensitive liabilities would result in a net decline in fair value of approximately $650 million
($820 million pretax) related to continuing non-experience-rated products. Net reductions in fair value would be reflected
as an unrealized loss in equity, as the Company classifies these debt securities as available for sale, and the effect of the
interest rate on interest rate sensitive liabilities is recorded in other comprehensive income (loss).
If the value of the Company's publ icly traded domestic equity securities held within its investment portfolio were to decline by
15%, this would result in a net decline in fair value of $43 million ($54 million pretax).
Based on overall exposure to interest rate risk and equity price risk, the Company believes that these changes in market rates
and prices would not materially affect consolidated near-term financial condition, operating results or cash flows as of
December 31, 2024.
Evaluation of Foreign Currency and Commodity Risk
At December 31, 2024 and 2023, the Company did not have any material foreign currency exchange rate or commodity
derivative instruments in place and believes its exposure to foreign currency exchange rate risk is not material.
Evaluation of Operational Risks
The Company also faces certain operational risks. Those risks include risks related to information security, including
cybersecurity.
The Company and its vendors have experienced diverse cyberattacks and expect to continue to experience cyberattacks going
forward. As examples, the Company and its vendors have experienced attempts to gain access to systems, denial of service
attacks, attempted malware infections, account takeovers, scanning activity and phishing emails. Attacks can originate from
external criminals, terrorists, nation states or internal actors. The Company is dedicating and will continue to dedicate
significant resources and incur significant expenses to maintain and update on an ongoing basis the systems and processes that
are designed to mitigate the information security risks it faces and protect the security of its computer systems, software,
networks and other technology assets against attempts by unauthorized parties to obtain access to confidential information,
disrupt or degrade service or cause other damage. The impact of cyberattacks has not been material to the Company's
operations or operating results through December 31, 2024. The Board and its Audit Committee are regularly informed
101
regarding the Company's i nformation security policies, practices and status. Please see "Cybersecurity" included in Item 1C of
this 10-K for further information.
102
Item 8. Financial Statements and Supplementary Data.
Index to Consolidated Financial Statements
Page
Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022
104
Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022
105
Consolidated Balance Sheets as of December 31, 2024 and 2023
106
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022
107
Consolidated Statements of Shareholders' Equity for the years ended December 31, 2024, 2023 and 2022
109
Notes to Consolidated Financial Statements
110
Reports of Independent Registered Public Accounting Firm (Public Company Accounting Oversight Board ID: 42)
189
103
Consolidated Statements of Operations
In millions, except per share amounts
For the Years Ended December 31,
2024
2023
2022
Revenues:
Products
$
231,521 $
245,138 $
226,616
Premiums
122,896
99,192
85,330
Services
16,239
12,293
9,683
Net investment income
2,153
1,153
838
Total revenues
372,809
357,776
322,467
Operating costs:
Cost of products sold
206,287
217,098
196,892
Health care costs
115,121
86,247
71,073
Operating expenses
41,606
39,832
38,212
Restructuring charges
1,179
507
—
Opioid litigation charges
100
—
5,803
Loss on assets held for sale
—
349
2,533
Total operating costs
364,293
344,033
314,513
Operating income
8,516
13,743
7,954
Interest expense
2,958
2,658
2,287
Gain on early extinguishment of debt
(491)
—
—
Other income
(99)
(88)
(169)
Income before income tax provision
6,148
11,173
5,836
Income tax provision
1,562
2,805
1,509
Net income
4,586
8,368
4,327
Net (income) loss attributable to noncontrolling interests
28
(24)
(16)
Net income attributable to CVS Health
$
4,614 $
8,344 $
4,311
Net income per share attributable to CVS Health:
Basic
$
3.67 $
6.49 $
3.29
Diluted
$
3.66 $
6.47 $
3.26
Weighted average shares outstanding:
Basic
1,259
1,285
1,312
Diluted
1,262
1,290
1,323
104
See accompanying notes to consolidated financial statements.
Consolidated Statements of Comprehensive Income
In millions
For the Years Ended December 31,
2024
2023
2022
Net income
$
4,586 $
8,368 $
4,327
Other comprehensive income (loss), net of tax:
Net unrealized investment gains (losses)
30
1,090
(2,317)
Change in discount rate on long-duration insurance reserves
113
(67)
870
Foreign currency translation adjustments
(4)
—
—
Net cash flow hedges
(15)
5
17
Pension and other postretirement benefits
53
(61)
(168)
Other comprehensive income (loss)
177
967
(1,598)
Comprehensive income
4,763
9,335
2,729
Comprehensive (income) loss attributable to noncontrolling interests
28
(24)
(16)
Comprehensive income attributable to CVS Health
$
4,791 $
9,311 $
2,713
105
See accompanying notes to consolidated financial statements.
Consolidated Balance Sheets
In millions, except per share amounts
At December 31,
2024
2023
Assets:
Cash and cash equivalents
$
8,586 $
8,196
Investments
2,407
3,259
Accounts receivable, net
36,469
35,227
Inventories
18,107
18,025
Other current assets
3,076
3,151
Total current assets
68,645
67,858
Long-term investments
28,934
23,019
Property and equipment, net
12,993
13,183
Operating lease right-of-use assets
15,944
17,252
Goodwill
91,272
91,272
Intangible assets, net
27,323
29,234
Separate accounts assets
3,311
3,250
Other assets
4,793
4,660
Total assets
$
253,215 $
249,728
Liabilities:
Accounts payable
$
15,892 $
14,897
Pharmacy claims and discounts payable
24,166
22,874
Health care costs payable
15,064
12,049
Accrued expenses and other current liabilities
20,810
23,515
Other insurance liabilities
1,183
1,141
Current portion of operating lease liabilities
1,751
1,741
Short-term debt
2,119
200
Current portion of long-term debt
3,624
2,772
Total current liabilities
84,609
79,189
Long-term operating lease liabilities
14,899
16,034
Long-term debt
60,527
58,638
Deferred income taxes
3,806
4,311
Separate accounts liabilities
3,311
3,250
Other long-term insurance liabilities
4,902
5,459
Other long-term liabilities
5,431
6,211
Total liabilities
177,485
173,092
Commitments and contingencies (Note 18)
Shareholders' equity:
Preferred stock, par value $0.01: 0.1 shares authorized; none issued or outstanding
—
—
Common stock, par value $0.01: 3,200 shares authorized; 1,778 shares issued and 1,260
shares outstanding at December 31, 2024 and 1,768 shares issued and 1,288 shares
outstanding at December 31, 2023 and capital surplus
49,661
48,992
Treasury stock, at cost: 518 and 480 shares at December 31, 2024 and 2023
(36,818)
(33,838)
Retained earnings
62,837
61,604
Accumulated other comprehensive loss
(120)
(297)
Total CVS Health shareholders' equity
75,560
76,461
Noncontrolling interests
170
175
Total shareholders' equity
75,730
76,636
Total liabilities and shareholders' equity
$
253,215 $
249,728
106
See accompanying notes to consolidated financial statements.
Consolidated Statements of Cash Flows
In millions
For the Years Ended December 31,
2024
2023
2022
Cash flows from operating activities:
Cash receipts from customers
$
357,995 $
345,464 $
313,662
Cash paid for inventory, prescriptions dispensed and health services rendered
(197,726)
(208,848)
(189,766)
Insurance benefits paid
(109,464)
(84,097)
(69,728)
Cash paid to other suppliers and employees
(38,821)
(34,735)
(32,662)
Interest and investment income received
1,735
1,584
1,026
Interest paid
(2,909)
(2,418)
(2,239)
Income taxes paid
(1,703)
(3,524)
(4,116)
Net cash provided by operating activities
9,107
13,426
16,177
Cash flows from investing activities:
Proceeds from sales and maturities of investments
10,353
7,729
6,729
Purchases of investments
(15,191)
(9,043)
(7,746)
Purchases of property and equipment
(2,781)
(3,031)
(2,727)
Acquisitions (net of cash and restricted cash acquired)
(95)
(16,612)
(139)
Proceeds from sale of subsidiaries (net of cash and restricted cash sold of $2,854
in 2022)
—
—
(1,249)
Other
101
68
85
Net cash used in investing activities
(7,613)
(20,889)
(5,047)
Cash flows from financing activities:
Commercial paper borrowings (repayments), net
1,919
200
—
Proceeds from issuance of short-term loan
—
5,000
—
Repayment of short-term loan
—
(5,000)
—
Proceeds from issuance of long-term debt
7,913
10,898
—
Repayments of long-term debt
(4,773)
(3,166)
(4,211)
Repurchase of common stock
(3,023)
(2,012)
(3,500)
Dividends paid
(3,373)
(3,132)
(2,907)
Proceeds from exercise of stock options
361
277
551
Payments for taxes related to net share settlement of equity awards
(185)
(181)
(370)
Other
26
(201)
(79)
Net cash provided by (used in) financing activities
(1,135)
2,683
(10,516)
Net increase (decrease) in cash, cash equivalents and restricted cash
359
(4,780)
614
Cash, cash equivalents and restricted cash at the beginning of the period
8,525
13,305
12,691
Cash, cash equivalents and restricted cash at the end of the period
$
8,884 $
8,525 $
13,305
107
In millions
For the Years Ended December 31,
2024
2023
2022
Reconciliation of net income to net cash provided by operating activities:
Net income
$
4,586 $
8,368 $
4,327
Adjustments required to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization
4,597
4,366
4,224
Loss on assets held for sale
—
349
2,533
Stock-based compensation
540
588
447
Restructuring charges (impairment of long-lived assets)
840
152
—
Gain on sale of subsidiaries
—
—
(475)
Gain on early extinguishment of debt
(491)
—
—
Deferred income taxes
(572)
(676)
(2,029)
Other items
(502)
264
332
Change in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable, net
(1,301)
(6,260)
(2,971)
Inventories
(102)
1,233
(1,435)
Other assets
(38)
(510)
(491)
Accounts payable and pharmacy claims and discounts payable
2,335
3,618
4,260
Health care costs payable and other insurance liabilities
2,757
394
992
Other liabilities
(3,542)
1,540
6,463
Net cash provided by operating activities
$
9,107 $
13,426 $
16,177
See accompanying notes to consolidated financial statements
108
Consolidated Statements of Shareholders' Equity
In millions
Number of shares
outstanding
Attributable to CVS Health
Noncontrolling
Interests
Total
Shareholders'
Equity
Common
Shares
Treasury
Shares
Note (1)
Common
Stock and
Capital
Surplus
Note (2)
Treasury
Stock
Note (1)
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Total
CVS Health
Shareholders'
Equity
Balance at December 31,
2021
1,744
(422)
$
47,377
$
(
28,173)
$
54,997
$
334
$
74,535
$
306
$
74,841
Net income
—
—
—
—
4,311
—
4,311
16
4,327
Other comprehensive loss
(Note 15)
—
—
—
—
—
(1,598)
(1,598)
—
(1,598)
Stock option activity, stock
awards and other
14
—
816
—
—
—
816
—
816
Purchase of treasury shares,
net of ESPP issuances
—
(36)
—
(3,685)
—
—
(3,685)
—
(3,685)
Common stock dividends
($2 20 per share)
—
—
—
—
(2,910)
—
(2,910)
—
(2,910)
Other decreases in
noncontrolling interests
—
—
—
—
—
—
—
(22)
(22)
Balance at December 31,
2022
1,758
(458)
48,193
(31,858)
56,398
(1,264) $
71,469
300 $
71,769
Net income
—
—
—
—
8,344
—
8,344
24
8,368
Other comprehensive
income (Note 15)
—
—
—
—
—
967
967
—
967
Stock option activity, stock
awards and other
10
—
795
—
—
—
795
—
795
Purchase of treasury shares,
net of ESPP issuances
—
(22)
(12)
(1,980)
—
—
(1,992)
—
(1,992)
Common stock dividends
($2 42 per share)
—
—
—
—
(3,138)
—
(3,138)
—
(3,138)
Acquisition of
noncontrolling interests
—
—
—
—
—
—
—
66
66
Other increases (decreases)
in noncontrolling interests
—
—
16
—
—
—
16
(215)
(199)
Balance at December 31,
2023
1,768
(480)
48,992
(33,838)
61,604
(297)
76,461
175
76,636
Net income
—
—
—
—
4,614
—
4,614
(28)
4,586
Other comprehensive
income (Note 15)
—
—
—
—
—
177
177
—
177
Stock option activity, stock
awards and other
10
—
700
—
—
—
700
—
700
Purchase of treasury shares,
net of ESPP issuances
—
(38)
(22)
(2,980)
—
—
(3,002)
—
(3,002)
Common stock dividends
($2 66 per share)
—
—
—
—
(3,381)
—
(3,381)
—
(3,381)
Other increases (decreases)
in noncontrolling interests
—
—
(9)
—
—
—
(9)
23
14
Balance at December 31,
2024
1,778
(518)
$
49,661
$
(36,818)
$
62,837
$
(
120) $
75,560
$
170
$
75,730
_____________________________________________
Note (1)
Treasury shares include 1 million shares held in trust for each of the years ended December 31, 2024, 2023 and 2022. Treasury stock includes $29 million
related to shares held in trust for each of the years ended December 31, 2024, 2023 and 2022. See Note 1 ‘‘Significant Accounting Policies'' for
additional information.
Note (2)
Common stock and capital surplus includes the par value of common stock of $18 million as of December 31, 2024, 2023 and 2022.
See accompanying notes to consolidated financial statements
109
Notes to Consolidated Financial Statements
1.
Significant Accounting Policies
Description of Business
CVS Health Corporation, together with its subsidiaries (collectively, “CVS Health” or the “Company”), is a leading health
solutions company building a world of health around every consumer it serves and connecting care so that it works for people
wherever they are. As of December 31, 2024, the Company had more than 9,000 retail locations, more than 1,000 walk-in and
primary medical clinics, a leading pharmacy benefits manager with approximately 90 million plan members and expanding
specialty pharmacy solutions, and a dedicated senior pharmacy care business serving more than 800,000 patients per year. The
Company also serves an estimated more than 36 million people through traditional, voluntary and consumer-directed health
insurance products and related services, including expanding Medicare Advantage offerings and a leading standalone Medicare
Part D prescription drug plan (“PDP”). The Company is creating new sources of value through its integrated model allowing it
to expand into personalized, technology driven care delivery and health services, increasing access to quality care, delivering
better health outcomes and lowering overall health care costs.
The Company has four reportable segments: Health Care Benefits, Health Services, Pharmacy & Consumer Wellness and
Corporate/Other, which are described below.
Health Care Benefits Segment
The Health Care Benefits segment operates as one of the nation's leading diversified health care benefits providers. The Health
Care Benefits segment has the information and resources to help members, in consultation with their health care professionals,
make more informed decisions about their health care. The Health Care Benefits segment offers a broad range of traditional,
voluntary and consumer-directed health insurance products and related services, including medical, pharmacy, dental and
behavioral health plans, medical management capabilities, Medicare Advantage and Medicare Supplement plans, PDPs and
Medicaid health care management services The Health Care Benefits segment's primary customers its members primarily
access the segment's products and services through employer groups, government-sponsored plans or individually. The Health
Care Benefits segment also serves customers who purchase products and services that are ancillary to its health insurance
products. The Company refers to insurance products (where it assumes all or a majority of the risk for medical and dental care
costs) as “Insured” and administrative services contract products (where the plan sponsor assumes all or a majority of the risk
for medical and dental care costs) as “ASC.” The Company sold Insured plans directly to individual consumers through the
individual public health insurance exchanges (“Public Exchanges”) in 17 states as of December 31, 2024.
Health Services Segment
The Health Services segment provides a full range of pharmacy benefit management (“PBM”) solutions, delivers health care
services in its medical clinics, virtually, and in the home, and offers provider enablement solutions. PBM solutions include plan
design offerings and administration, formulary management, retail pharmacy network management services, and specialty and
mail order pharmacy services. In addition, the Company provides clinical services, disease management services, medical spend
management and pharmacy and/or other administrative services for providers and federal 340B drug pricing program covered
entities (“Covered Entities”). The Company operates a group purchasing organization that negotiates pricing for the purchase of
pharmaceuticals and rebates with pharmaceutical manufacturers on behalf of its participants and provides various
administrative, management and reporting services to pharmaceutical manufacturers. During 2023, the Company completed the
acquisition of two key health care delivery assets – Signify Health, Inc. (“Signify Health”), a leader in health risk assessments,
value-based care and provider enablement services, and Oak Street Health, Inc. (“Oak Street Health”), a leading multi-payor
operator of value -based primary care centers serving Medicare eligible patients. The Company also launched Cordavis
™
, a
wholly owned subsidiary that works directly with pharmaceutical manufacturers to commercialize and/or co-produce high
quality biosimilar products. The Health Services segment's clients and customers are primarily employers, insurance
companies, unions, government employee groups, health plans, PDPs, Medicaid managed care plans, the U.S. Centers for
Medicare & Medicaid Services (“CMS”), plans offered on public and private health insurance exchanges and other sponsors of
health benefit plans throughout the U.S., patients who receive care in the Health Services segment's medical clinics, virtually or
in the home, as well as Covered Entities.
Pharmacy & Consumer Wellness Segment
The Pharmacy & Consumer Wellness segment dispenses prescriptions in its retail pharmacies and through its infusion
operations, provides ancillary pharmacy services including pharmacy patient care programs, diagnostic testing and vaccination
administration, and sells a wide assortment of health and wellness products and general merchandise. The segment also
conducts long-term care pharmacy (“LTC”) operations, which distribute prescription drugs and provide related pharmacy
110
TM
consulting and ancillary services to long-term care facilities and other care settings, and provides pharmacy fulfillment services
to support the Health Services segment's specialty and mail order pharmacy offerings. As of December 31, 2024, the Pharmacy
& Consumer Wellness segment operated more than 9,000 retail locations, as well as online retail pharmacy websites, LTC
pharmacies and on-site pharmacies, retail specialty pharmacy stores, compounding pharmacies and branches for infusion and
enteral nutrition services
Corporate
Other Segment
The Company presents the remainder of its financial results in the Corporate/Other segment, which primarily consists of:
•
Management and administrative expenses to support the Company's overall operations, which include certain aspects of
executive management and the corporate relations, legal, compliance, human resources and finance departments,
information technology, digital, data and analytics, as well as acquisition-related transaction and integration costs; and
•
Products for which the Company no longer solicits or accepts new customers such as its large case pensions and long-term
care insurance products.
Basis of Presentation
The accompanying consolidated financial statements of CVS Health and its subsidiaries have been prepared in accordance with
accounting principles generally accepted in the United States of America (“GAAP”). The consolidated financial statements
include the accounts of the Company and its majority-owned subsidiaries and variable interest entities (“VIEs”) for which the
Company is the primary beneficiary All material intercompany balances and transactions have been eliminated
Reclassifications
Certain prior year amounts have been reclassified to conform with the current year presentation.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that
affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ from
those estimates
Cash and Cash Equivalents
Cash and cash equivalents consist of cash and temporary investments with maturities of three months or less when purchased.
The Company invests in short-term money market funds, commercial paper and time deposits, as well as other debt securities
that are classified as cash equivalents within the accompanying consolidated balance sheets, as these funds are highly liquid and
readily convertible to known amounts of cash.
Restricted Cash
Restricted cash included in other current assets on the consolidated balance sheets primarily represents funds held on behalf of
members and funds held in escrow in connection with agreements with accountable care organizations. Restricted cash included
in other assets on the consolidated balance sheets represents amounts held in a trust in one of the Company's captive insurance
companies to satisfy collateral requirements associated with the assignment of certain insurance policies. All restricted cash is
invested in demand deposits, time deposits and money market funds.
The following is a reconciliation of cash and cash equivalents on the consolidated balance sheets to total cash, cash equivalents
and restricted cash on the consolidated statements of cash flows as of December 31, 2024, 2023 and 2022:
In millions
2024
2023
2022
Cash and cash equivalents
$
8,586 $
8,196 $ 12,945
Restricted cash (included in other current assets)
95
90
144
Restricted cash (included in other assets)
203
239
216
Total cash, cash equivalents and restricted cash in the consolidated statements of
cash flows
$
8,884 $
8,525 $ 13,305
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Investments
Debt Securities
Debt securities consist primarily of U.S. Treasury and agency securities, mortgage-backed securities, corporate and foreign
bonds and other debt securities. Debt securities are classified as either current or long-term investments based on their
contractual maturities unless the Company intends to sell an investment within the next twelve months, in which case it is
classified as current on the consolidated balance sheets. Debt securities are classified as available for sale and are carried at fair
value. See Note 5 ‘‘Fair Value'' for additional information on how the Company estimates the fair value of these investments.
If a debt security is in an unrealized loss position and the Company has the intent to sell the security, or it is more likely than
not that the Company will have to sell the security before recovery of its amortized cost basis, the amortized cost basis of the
security is written down to its fair value and the difference is recognized in net income. If a debt security is in an unrealized loss
position and the Company does not have the intent to sell and it is more likely than not that the Company will not have to sell
such security before recovery of its amortized cost basis, the Company bifurcates the impairment into credit-related and non-
credit related (yield-related) components. In evaluating whether a credit related loss exists, the Company considers a variety of
factors including: the extent to which the fair value is less than the amortized cost basis; adverse conditions specifically related
to the issuer of a security, an industry or geographic area; the payment structure of the security; the failure of the issuer of the
security to make scheduled interest or principal payments; and any changes to the rating of the security by a rating agency. The
amount of the credit-related component is recorded as an allowance for credit losses and recognized in net income, and the
amount of the non-credit related component is included in other comprehensive income (loss). Interest is not accrued on debt
securities when management believes the collection of interest is unlikely
The credit-related component is determined by comparing the present value of cash flows expected to be collected from the
security, considering all reasonably available information relevant to the collectability of the security, with the amortized cost
basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis of the
security, the Company records an allowance for credit losses, which is limited by the amount that the fair value is less than
amortized cost basis.
For mortgage-backed and other asset-backed securities, the Company recognizes income using an effective yield based on
anticipated prepayments and the estimated economic life of the securities When estimates of prepayments change, the effective
yield is recalculated to reflect actual payments to date and anticipated future payments The Company's investment in the
security is adjusted to the amount that would have existed had the new effective yield been applied since the acquisition of the
security, with adjustments recognized in net income
Equity Securities
Equity securities with readily available fair values are measured at fair value with changes in fair value recognized in net
income.
Mortgage Loans
Mortgage loan investments on the consolidated balance sheets are valued at the unpaid principal balance, net of an allowance
for credit losses. Mortgage loans with a maturity date or a committed prepayment date within twelve months are classified as
current on the consolidated balance sheets. The Company assesses whether its loans share similar risk characteristics and, if so,
groups such loans in a risk pool when measuring expected credit losses. The Company considers the following characteristics
when evaluating whether its loans share similar risk characteristics: loan-to-value ratios, property type (e.g., office, retail,
apartment, industrial), geographic location, vacancy rates and property condition.
Credit loss reserves are determined using a loss rate method that multiplies the unpaid principal balance of each loan within a
risk pool group by an estimated loss rate percentage. The loss rate percentage considers both the expected loan loss severity and
the probability of loan default. For periods where the Company is able to make or obtain reasonable and supportable forecasts
of expected economic conditions (e.g., gross domestic product, employment), the Company adjusts its expected loss rates to
reflect these forecasted economic conditions. For periods beyond which the Company is able to make or obtain reasonable and
supportable forecasts of expected economic conditions, the Company reverts to historical loss rates in determining expected
credit losses.
Interest income on a potential problem loan (i.e., high probability of default) or restructured loan is accrued to the extent it is
deemed to be collectible and the loan continues to perform under its original or restructured terms. Interest income on problem
loans (i.e., more than 60 days delinquent, in bankruptcy or in process of foreclosure) is recognized on a cash basis. Cash
payments on loans in the process of foreclosure are treated as a return of principal
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Other Investments
Other investments consist primarily of the following:
•
Private equity and hedge fund limited partnerships, which are accounted for using the equity method of accounting. Under
this method, the carrying value of the investment is based on the value of the Company’s equity ownership of the
underlying investment funds provided by the general partner or manager of the investments, the financial statements of
which generally are audited. As a result of the timing of the receipt of the valuation information provided by the fund
managers, these investments are generally reported on up to a three month lag. The Company reviews investments for
impairment at least quarterly and monitors their performance throughout the year through discussions with the
administrators, managers and/or general partners. If the Company becomes aware of an impairment of a limited
partnership’s investments through its review or prior to receiving the limited partnership’s financial statements at the
financial statement date, an impairment will be recognized by recording a reduction in the carrying value of the limited
partnership with a corresponding charge to net investment income.
•
Investment real estate, which is carried on the consolidated balance sheets at depreciated cost, including capital additions,
net of write-downs for other-than-temporary declines in fair value. Depreciation is calculated using the straight-line method
based on the estimated useful life of each asset. If any real estate investment is considered held-for-sale, it is carried at the
lower of its carrying value or fair value less estimated selling costs. The Company generally estimates fair value using net
operating income and applying a capitalization rate in conjunction with comparable sales information. At the time of the
sale, the difference between the sales price and the carrying value is recorded as a realized capital gain or loss.
•
Privately-placed equity securities, which are carried on the consolidated balance sheets using the measurement alternative,
at cost less impairments, plus or minus subsequent adjustments for observable price changes. Additionally, as a member of
the Federal Home Loan Bank of Boston (“FHLBB”), a subsidiary of the Company is required to purchase and hold shares
of the FHLBB. These shares are restricted and carried at cost.
Net Investment Income
Net investment income on the Company’s investments is recorded when earned and is reflected in the Company’s net income
(other than net investment income on assets supporting experience-rated products). Experience-rated products are products in
the large case pensions business where the contract holder, not the Company, assumes investment and other risks, subject to,
among other things, minimum guarantees provided by the Company. The effect of investment performance on experience-rated
products is allocated to contract holders’ accounts daily, based on the underlying investment experience and, therefore, does not
impact the Company’s net income (as long as the contract’s minimum guarantees are not triggered). Net investment income on
assets supporting large case pensions’ experience-rated products is included in net investment income in the consolidated
statements of operations and is credited to contract holders’ accounts through a charge to benefit costs. The contract holders’
accounts are reflected in accrued expenses and other current liabilities on the consolidated balance sheets.
Realized capital gains and losses on investments (other than realized capital gains and losses on investments supporting
experience-rated products) are included as a component of net investment income in the consolidated statements of operations.
Realized capital gains and losses are determined on a specific identification basis. Purchases and sales of debt and equity
securities and alternative investments are reflected on the trade date. Purchases and sales of mortgage loans and investment real
estate are reflected on the closing date.
Realized capital gains and losses on investments supporting large case pensions’ experience-rated products are not included in
realized capital gains and losses in the consolidated statements of operations and instead are credited directly to contract
holders’ accounts. The contract holders’ accounts are reflected in accrued expenses and other current liabilities on the
consolidated balance sheets.
Unrealized capital gains and losses on investments (other than unrealized capital gains and losses on investments supporting
experience-rated products) are reflected in shareholders’ equity, net of tax, as a component of accumulated other comprehensive
income (loss). Unrealized capital gains and losses on investments supporting large case pensions’ experience-rated products are
credited directly to contract holders’ accounts. The contract holders’ accounts are reflected in accrued expenses and other
current liabilities on the consolidated balance sheets.
Derivative Financial Instruments
The Company uses derivative financial instruments in order to manage interest rate and foreign exchange risk and credit
exposure. The Company’s use of these derivatives is generally limited to hedging risk and has principally consisted of using
interest rate swaps, treasury rate locks, forward contracts, futures contracts, warrants, put options and credit default swaps.
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Accounts
Receivable
Accounts receivable are stated net of allowances for credit losses, customer credit allowances, contractual allowances and
estimated terminations. Accounts receivable, net was composed of the following at December 31, 2024 and 2023:
114
In millions
2024
2023
Trade receivables
$
9,881 $
11,908
Vendor and manufacturer receivables
13,891
15,711
Premium receivables
4,731
3,714
Other receivables
7,966
3,894
Total accounts receivable, net
$
36,469 $
35,227
The Company’s allowance for credit losses was $407 million and $343 million as of December 31, 2024 and 2023,
respectively. When developing an estimate of the Company’s expected credit losses, the Company considers all available
relevant information regarding the collectability of cash flows, including historical information, current conditions and
reasonable and supportable forecasts of future economic conditions over the contractual life of the receivable. The Company’s
accounts receivable are short duration in nature and typically settle in less than 30 days.
Inventories
Inventories are valued at the lower of cost or net realizable value using the weighted average cost method. Physical inventory
counts are taken on a regular basis in each retail store and pharmacy, and a continuous cycle count process is the primary
procedure used to validate the inventory balances on hand in each distribution center and mail facility to ensure that the
amounts reflected in the consolidated financial statements are properly stated. During the interim period between physical
inventory counts, the Company accrues for anticipated physical inventory losses on a location-by-location basis based on
historical results and current physical inventory trends.
Reinsurance Recoverables
The Company utilizes reinsurance agreements primarily to: (a) reduce required capital and (b) facilitate the acquisition or
disposition of certain insurance contracts. Ceded reinsurance agreements permit the Company to recover a portion of its losses
from reinsurers, although they do not discharge the Company’s primary liability as the direct insurer of the risks reinsured.
Failure of reinsurers to indemnify the Company could result in losses; however, the Company does not expect charges for
unrecoverable reinsurance to have a material effect on its consolidated operating results or financial condition. The Company
evaluates the financial condition of its reinsurers and monitors concentrations of credit risk arising from similar geographic
regions, activities or economic characteristics of its reinsurers. At December 31, 2024, the Company’s reinsurance recoverables
consisted primarily of amounts due from third parties that are rated consistent with companies that are considered to have the
ability to meet their obligations. Reinsurance recoverables are recorded as other current assets or other assets on the
consolidated balance sheets.
Health Care Contract Acquisition Costs
Insurance products included in the Health Care Benefits segment are cancellable by either the customer or the member monthly
upon written notice. Acquisition costs related to prepaid health care and health indemnity contracts are generally expensed as
incurred. For certain long-duration insurance contracts, acquisition costs directly related to the successful acquisition of a new
or renewal insurance contract, including commissions, are deferred and are recorded as other current assets or other assets on
the consolidated balance sheets. Contracts are grouped by product and issue year into cohorts consistent with the grouping used
in estimating the associated liability and are amortized on a constant level basis based on the remaining in-force policies over
the estimated term of the contracts to approximate straight-line amortization. Changes to the Company’s assumptions, including
assumptions related to persistency, are reflected at the cohort level at the time of change and are recognized prospectively over
the estimated terms of the contract. The amortization of deferred acquisition costs is recorded in operating expenses in the
consolidated statements of operations.
The following is a roll forward of deferred acquisition costs for the years ended December 31, 2024 and 2023:
In millions
2024
2023
Deferred acquisition costs, beginning of the period
$
1,502 $
1,219
Capitalizations
544
548
Amortization expense
(299)
(265)
Deferred acquisition costs, end of the period
$
1,747 $
1,502
Property and Equipment
Property and equipment is reported at historical cost, net of accumulated depreciation. Property, equipment and improvements
to leased premises are depreciated using the straight-line method over the estimated useful lives of the assets, or when
applicable, the term of the lease, whichever is shorter. Estimated useful lives generally range from 1 to 40 years for buildings,
building improvements and leasehold improvements and 3 to 10 years for fixtures, equipment and internally developed
software. Repair and maintenance costs are charged directly to expense as incurred. Major renewals or replacements that
substantially extend the useful life of an asset are capitalized and depreciated. Application development stage costs for
significant internally developed software projects are capitalized and depreciated.
Property and equipment consisted of the following at December 31, 2024 and 2023:
In millions
2024
2023
Land
$
1,847 $
1,958
Building and improvements
4,632
4,571
Fixtures and equipment
11,716
11,024
Leasehold improvements
6,725
6,511
Software
11,520
9,818
Total property and equipment
36,440
33,882
115
Accumulated depreciation and amortization
(23,447)
(20,699)
Property and equipment, net
$
12,993 $
13,183
Depreciation expense (which includes the amortization of property and equipment under finance or capital leases) totaled $2.6
billion, $2.5 billion and $2.4 billion for the years ended December 31, 2024, 2023 and 2022, respectively. See Note 7 ‘‘Leases’’
for additional information about the Company’s finance leases.
Right-of-Use Assets and Lease Liabilities
The Company determines if an arrangement contains a lease at the inception of a contract. Right-of-use assets represent the
Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make
lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the commencement date of the
lease, renewal date of the lease or significant remodeling of the lease space based on the present value of the remaining future
minimum lease payments. As the interest rate implicit in the Company’s leases is not readily determinable, the Company
utilizes its incremental borrowing rate, determined by class of underlying asset, to discount the lease payments. The operating
lease right-of-use assets also include lease payments made before commencement and are reduced by lease incentives.
The Company’s real estate leases typically contain options that permit renewals for additional periods of up to five years each.
For real estate leases, the options to extend are not considered reasonably certain at lease commencement because the Company
reevaluates each lease on a regular basis to consider the economic and strategic incentives of exercising the renewal options and
regularly opens or closes stores to align with its operating strategy. Generally, the renewal option periods are not included
within the lease term and the associated payments are not included in the measurement of the right-of-use asset and lease
liability. Similarly, renewal options are not included in the lease term for non-real estate leases because they are not considered
reasonably certain of being exercised at lease commencement. Leases with an initial term of 12 months or less are not recorded
on the balance sheets, and lease expense is recognized on a straight-line basis over the term of the short-term lease.
For real estate leases, the Company accounts for lease components and nonlease components as a single lease component.
Certain real estate leases require additional payments based on sales volume, as well as reimbursement for real estate taxes,
common area maintenance and insurance, which are expensed as incurred as variable lease costs. Other real estate leases
contain one fixed lease payment that includes real estate taxes, common area maintenance and insurance. These fixed payments
are considered part of the lease payment and included in the right-of-use assets and lease liabilities.
See Note 7 ‘‘Leases’’ for additional information about right-of-use assets and lease liabilities.
Goodwill
The Company accounts for business combinations using the acquisition method of accounting, which requires the excess cost of
an acquisition over the fair value of net assets acquired and identifiable intangible assets to be recorded as goodwill. Goodwill is
not amortized, but is subject to impairment reviews annually, or more frequently, if necessary, as further described in
“Recoverability of Long-Lived Assets” below. See Note 6 ‘‘Goodwill and Other Intangibles’’ for additional information about
goodwill.
Intangible Assets
The Company’s identifiable intangible assets consist primarily of trademarks, trade names, customer contracts/relationships,
covenants not to compete, technology and provider networks. These intangible assets arise primarily from the determination of
their respective fair market values at the date of acquisition. Amounts assigned to identifiable intangible assets, and their related
useful lives, are derived from established valuation techniques and management estimates.
The Company’s definite-lived intangible assets are amortized over their estimated useful lives based upon the pattern of future
cash flows attributable to the asset. Definite-lived intangible assets are amortized using the straight-line method. Indefinite-lived
intangible assets are not amortized but are tested for impairment annually, or more frequently, if necessary, as further described
in “Recoverability of Long-Lived Assets” below.
See Note 6 ‘‘Goodwill and Other Intangibles’’ for additional information about intangible assets.
Recoverability of
Long-Lived
Assets
The Company evaluates the recoverability of long-lived assets, excluding goodwill and indefinite-lived intangible assets, which
are tested for impairment using separate tests described below, whenever events or changes in circumstances indicate that the
carrying value of such asset may not be recoverable. The Company groups and evaluates these long-lived assets for impairment
at the lowest level at which individual cash flows can be identified. If indicators of impairment are present, the Company first
compares the carrying amount of the asset group to the estimated future cash flows associated with the asset group
(undiscounted). If the estimated future cash flows used in the analysis are less than the carrying amount of the asset group, an
impairment loss calculation is prepared. The impairment loss calculation compares the carrying amount of the asset group to the
asset group’s estimated future cash flows (discounted). If required, an impairment loss is recorded for the portion of the asset
group’s carrying value that exceeds the asset group’s estimated future cash flows (discounted).
During the year ended December 31, 2024, in connection with its enterprise-wide restructuring plan described in Note 3
‘‘Restructuring’’, the Company recorded a store impairment charge of $607 million, consisting of a write down of $483 million
related to operating and financing lease right-of-use assets and $124 million related to property and equipment. In addition, in
connection with its enterprise-wide restructuring plan the Company recorded $269 million of other asset impairments and
related charges associated with the discontinuation of certain non-core long-lived assets recorded as reductions to property and
equipment, net and operating lease right-of-use assets. During the year ended December 31, 2023, in connection with its 2023
restructuring program, the Company recorded $152 million of asset impairment charges in connection with the termination of
certain transformation initiatives.
See Note 3 ‘‘Restructuring’’ for additional information about the Company’s restructuring plan.
During the years ended December 31, 2024, 2023, and 2022, the Company recorded office real estate optimization charges of
$30 million, $46 million, and $117 million, respectively, primarily related to the abandonment of leased real estate and the
related right-of-use assets and property and equipment in connection with the planned reduction of corporate office real estate
space in response to its ongoing flexible work arrangement.
See Note 7 ‘‘Leases’’ for additional information about the right-of-use asset charges.
116
When evaluating goodwill for potential impairment, the Company compares the fair value of its reporting units to their
respective carrying amounts. The Company estimates the fair value of its reporting units using a combination of a discounted
cash flow method and a market multiple method. If the carrying amount of a reporting unit exceeds its estimated fair value, an
impairment loss is recognized in an amount equal to that excess.
During the fourth quarter of 2024, the Company performed its required annual impairment test of goodwill and concluded there
were no goodwill impairments as of the testing date. During the third quarter of 2024, the Company performed an interim
goodwill impairment test of the Government reporting unit after determining there were indicators that the Government
reporting unit’s goodwill may be impaired. The results of the interim impairment test showed that the fair value of the
Government reporting unit exceeded its carrying value, therefore there was no impairment of goodwill as of the interim testing
date.
During the fourth quarter of 2023 and the third quarter of 2022, the Company performed its required annual impairment test of
goodwill and concluded there were no goodwill impairments as of the testing date or during the years ended December 31,
2023 and 2022.
Indefinite-lived intangible assets are tested for impairment by comparing the estimated fair value of the asset to its carrying
value. The Company estimates the fair value of its indefinite-lived trademarks using the relief from royalty method under the
income approach. If the carrying value of the asset exceeds its estimated fair value, an impairment loss is recognized, and the
asset is written down to its estimated fair value. There were no impairment losses recognized on indefinite-lived intangible
assets in any of the years ended December 31, 2024, 2023 or 2022.
Separate Accounts
Separate Accounts assets and liabilities related to large case pensions products represent funds maintained to meet specific
objectives of contract holders who bear the investment risk. These assets and liabilities are carried at fair value. Net investment
income (including net realized capital gains and losses) accrue directly to such contract holders. The assets of each account are
legally segregated and are not subject to claims arising from the Company’s other businesses. Deposits, withdrawals and net
investment income (including net realized and net unrealized capital gains and losses) on Separate Accounts assets are not
reflected in the consolidated statements of operations or cash flows. Management fees charged to contract holders are included
in services revenue and recognized over the period earned.
Health Care Costs Payable
Health care costs payable within the Health Care Benefits segment consist principally of unpaid fee-for-service medical, dental
and pharmacy claims, capitation costs, other amounts due to providers pursuant to risk-sharing arrangements related to the
Health Care Benefits segment’s Insured Commercial, Medicare and Medicaid products and accruals for state assessments.
Unpaid health care claims include an estimate of payments the Company will make for (i) services rendered to the Company’s
Insured members but not yet reported to the Company and (ii) claims which have been reported to the Company but not yet
paid, each as of the financial statement date (collectively, “IBNR”). Health care costs payable also include an estimate of the
cost of services that will continue to be rendered after the financial statement date if the Company is obligated to pay for such
services in accordance with contractual or regulatory requirements. Such estimates are developed using actuarial principles and
assumptions which consider, among other things, historical and projected claim submission and processing patterns, assumed
and historical medical cost trends, historical utilization of medical services, claim inventory levels, changes in Insured
membership and product mix, seasonality and other relevant factors. The Company reflects changes in these estimates in benefit
costs in the Company’s consolidated operating results in the period they are determined. Capitation costs represent contractual
monthly fees paid to participating physicians and other medical providers for providing medical care, regardless of the volume
of medical services provided to the Insured member. Amounts due under risk-sharing arrangements are based on the terms of
the underlying contracts with the providers and consider claims experience under the contracts through the financial statement
date. Within the Health Services segment, health care costs payable includes estimates of the Company’s obligations for
medical care services that have been rendered by third parties on behalf of consumers for which the Company is contractually
obligated to pay, but for which claims have either not yet been received, processed or paid.
The Company develops its estimate of IBNR using actuarial principles and assumptions that consider numerous factors. Of
those factors, the Company considers the analysis of historical and projected claim payment patterns (including claims
submission and processing patterns) and the assumed health care cost trend rate (the year-over-year change in per member per
month health care costs) to be the most critical assumptions. In developing its IBNR estimate, the Company consistently applies
117
these actuarial principles and assumptions each period, with consideration to the variability of related factors. There have been
no significant changes to the methodologies or assumptions used to develop the Company’s estimate of IBNR in 2024.
The Company analyzes historical claim payment patterns by comparing claim incurred dates (i.e., the date services were
provided) to claim payment dates to estimate “completion factors.” The Company uses completion factors predominantly to
estimate the ultimate cost of claims incurred more than three months before the financial statement date. The Company
estimates completion factors by aggregating claim data based on the month of service and month of claim payment and
estimating the percentage of claims incurred for a given month that are complete by each month thereafter. For any given
month, substantially all claims are paid within six months of the date of service, but it can take up to 48 months or longer after
the date of service before all of the claims are completely resolved and paid. These historically-derived completion factors are
then applied to claims paid through the financial statement date to estimate the ultimate claim cost for a given month’s incurred
claim activity. The difference between the estimated ultimate claim cost and the claims paid through the financial statement
date represents the Company’s estimate of claims remaining to be paid as of the financial statement date and is included in the
Company’s health care costs payable. The completion factors the Company uses reflect judgments and possible adjustments
based on data such as claim inventory levels, claim submission and processing patterns and, to a lesser extent, other factors
such as changes in health care cost trend rates, changes in Insured membership and changes in product mix. If claims are
submitted or processed on a faster (slower) pace than prior periods, the actual claims may be more (less) complete than
originally estimated using the Company’s completion factors, which may result in reserves that are higher (lower) than the
ultimate cost of claims.
Because claims incurred within three months before the financial statement date are less mature, the Company uses a
combination of historically-derived completion factors and the assumed health care cost trend rate to estimate the ultimate cost
of claims incurred for these months. The Company applies its actuarial judgment and places a greater emphasis on the assumed
health care cost trend rate for the most recent claim incurred dates as these months may be influenced by seasonal patterns and
changes in membership and product mix.
The Company’s health care cost trend rate is affected by changes in per member utilization of medical services as well as
changes in the unit cost of such services. Many factors influence the health care cost trend rate, including the Company’s ability
to manage benefit costs through product design, negotiation of favorable provider contracts and medical management programs,
as well as the mix of the Company’s business. The health status of the Company’s Insured members, aging of the population
and other demographic characteristics, advances in medical technology and other factors continue to contribute to rising per
member utilization and unit costs. Changes in health care practices, inflation, new technologies, increases in the cost of
prescription drugs (including specialty pharmacy drugs), direct-to-consumer marketing by pharmaceutical companies, clusters
of high-cost cases, claim intensity, changes in the regulatory environment, health care provider or member fraud and numerous
other factors also contribute to the cost of health care and the Company’s health care cost trend rate.
For each reporting period, the Company uses an extensive degree of judgment in the process of estimating its health care costs
payable. As a result, considerable variability and uncertainty is inherent in such estimates, particularly with respect to claims
with claim incurred dates of three months or less before the financial statement date; and the adequacy of such estimates is
highly sensitive to changes in assumed completion factors and the assumed health care cost trend rates. For each reporting
period the Company recognizes the actuarial best estimate of health care costs payable considering the potential volatility in
assumed completion factors and health care cost trend rates, as well as other factors. The Company believes its estimate of
health care costs payable is reasonable and adequate to cover its obligations at December 31, 2024; however, actual claim
payments may differ from the Company’s estimates. A worsening (or improvement) of the Company’s health care cost trend
rates or changes in completion factors from those that the Company assumed in estimating health care costs payable at
December 31, 2024 would cause these estimates to change in the near term, and such a change could be material.
Each quarter, the Company re-examines previously established health care costs payable estimates based on actual claim
payments for prior periods and other changes in facts and circumstances. Given the extensive degree of judgment in this
estimate, it is possible that the Company’s estimates of health care costs payable could develop either favorably (that is, its
actual health care costs for the period were less than estimated) or unfavorably. The changes in the Company’s estimate of
health care costs payable may relate to a prior quarter, prior year or earlier periods. For a roll forward of the Company’s health
care costs payable, see Note 8 ‘‘Health Care Costs Payable.’’ The Company’s reserving practice is to consistently recognize the
actuarial best estimate of its ultimate liability for health care costs payable.
Other Insurance Liabilities
Unpaid Claims
118
Unpaid claims consist primarily of reserves associated with certain short-duration group disability and term life insurance
contracts, including an estimate for IBNR as of the financial statement date. Reserves associated with certain short-duration
group disability and term life insurance contracts are based upon the Company’s estimate of the present value of future benefits,
which is based on assumed investment yields and assumptions regarding mortality, morbidity and recoveries from the U.S.
Social Security Administration. The Company develops its estimate of IBNR using actuarial principles and assumptions which
consider, among other things, contractual requirements, claim incidence rates, claim recovery rates, seasonality and other
relevant factors. The Company discounts certain claim liabilities related to group long-term disability and life insurance waiver
of premium contracts. The discount rates generally reflect the Company’s expected investment returns for the investments
supporting all incurral years of these liabilities. The discount rates for retrospectively-rated contracts are set at contractually
specified levels. The Company’s estimates of unpaid claims are subject to change due to changes in the underlying experience
of the insurance contracts, changes in investment yields or other factors, and these changes are recorded in current and future
benefits in the consolidated statements of operations in the period they are determined. The Company estimates its reserve for
claims IBNR for life products largely based on completion factors. The completion factors used are based on the Company’s
historical experience and reflect judgments and possible adjustments based on data such as claim inventory levels, claim
payment patterns, changes in business volume and other factors. If claims are submitted or processed on a faster (slower) pace
than historical periods, the actual claims may be more (less) complete than originally estimated using completion factors, which
may result in reserves that are higher (lower) than required to cover future life benefit payments. There have been no significant
changes to the methodologies or assumptions used to develop the Company’s estimate of unpaid claims IBNR in 2024. As of
December 31, 2024, unpaid claims balances of $280 million and $713 million were recorded in other insurance liabilities and
other long-term insurance liabilities, respectively. As of December 31, 2023, unpaid claims balances of $285 million and $834
million were recorded in other insurance liabilities and other long-term insurance liabilities, respectively.
Substantially all life and disability insurance liabilities have been fully ceded to unrelated third parties through indemnity
reinsurance agreements; however, the Company remains directly obligated to the policyholders.
Future Policy Benefits
Future policy benefits consist primarily of reserves for products for which the Company no longer solicits or accepts new
customers, including limited payment pension and annuity contracts and long-term care insurance contracts. Contracts are
grouped into cohorts by contract type and issue year. The liability for future policy benefits is adjusted for differences between
actual and expected experience.
Reserves for limited payment pension and annuity contracts represent the Company’s estimate of the present value of future
benefits to be paid to or on behalf of policyholders and are computed using actuarial principles that consider, among other
things, assumptions reflecting anticipated mortality and retirement experience. On an annual basis, or more frequently if
necessary, the Company reviews mortality assumptions against both industry standards and its experience.
Reserves for long-term care insurance contracts represent the Company’s estimate of the present value of future benefits and
settlement costs to be paid to or on behalf of policyholders less the present value of future net premiums. The Company’s
estimate of the present value of future benefits under such contracts is based upon mortality, morbidity, lapse and interest rate
assumptions. On an annual basis, or more frequently if necessary, the Company reviews its mortality, morbidity and lapse
assumptions against its experience. Annually, or each time the assumptions are changed, the net premium ratio used to calculate
the future policy benefit liability is updated to reflect actual experience, as well as the impact of any change in assumptions on
the Company’s future cash flows.
The Company discounts its future policy benefit liability using a curve of spot rates derived from Single A rated fixed income
instruments. At each reporting date, the Company will measure its liability for future policy benefits using both the current spot
rate curve and the locked-in discount rate at each cohort’s inception. Any difference between the measured liabilities is
recorded in other comprehensive income (loss).
As of December 31, 2024, future policy benefits balances of $371 million and $4.2 billion were recorded in other insurance
liabilities and other long-term insurance liabilities, respectively. As of December 31, 2023, future policy benefits balances of
$393 million and $4.6 billion were recorded in other insurance liabilities and other long-term insurance liabilities, respectively.
Premium Deficiency Reserves
The Company evaluates its short-duration insurance contracts to determine if it is probable that a loss will be incurred. For
purposes of determining premium deficiency losses, contracts are grouped consistent with the Company’s method of acquiring,
servicing and measuring the profitability of such contracts. For each contract grouping, a premium deficiency reserve is
119
recognized when it is probable that expected future incurred claims, including costs to maintain the contract grouping exceed
anticipated future premiums and reinsurance recoveries. Anticipated investment income is not considered in the calculation of
premium deficiency reserves. A premium deficiency is first recognized by charging any unamortized acquisition costs to
operating expenses, and to the extent the premium deficiency is greater than the unamortized acquisition costs, a premium
deficiency reserve liability is established and reflected in health care costs payable on the consolidated
balance sheets. Losses recognized as a premium deficiency reserve result in a beneficial effect in subsequent periods as
subsequent costs under these contracts are then charged to this previously established liability.
During the third quarter of 2024, the Company determined it had a premium deficiency in its Medicare product line related to
the 2024 coverage year and, accordingly, recorded a premium deficiency reserve of $766 million. The premium deficiency
reserve consisted of a $383 million write-off of unamortized acquisition costs, which was recorded in operating expenses, and
$383 million recorded in health care costs which was subsequently utilized in the fourth quarter of 2024. The Company did not
have any premium deficiency reserves related to its Medicare product line as of December 31, 2024.
Additionally, during the third quarter of 2024, the Company established a premium deficiency reserve of $270 million related to
its individual exchange product line for the 2024 coverage year. The premium deficiency reserve consisted of an $11 million
write-off of unamortized acquisition costs, which was recorded in operating expenses, and $259 million recorded in health care
costs which was subsequently utilized in the fourth quarter of 2024. The Company did not have any premium deficiency
reserves related to its individual exchange product line as of December 31, 2024.
The Company did not have any premium deficiency reserves as of December 31, 2024 or 2023.
Self-Insurance Liabilities
The Company is self-insured for certain losses related to general liability, workers’ compensation and auto liability. The
Company obtains third party insurance coverage to limit exposure from these claims. The Company is also self-insured for
certain losses related to health and medical liabilities. The Company’s self-insurance accruals, which include reported claims
and claims incurred but not reported, are calculated using standard insurance industry actuarial assumptions and the Company’s
historical claims experience. As of both December 31, 2024 and 2023, self-insurance liabilities totaled $1.1 billion and were
recorded in accrued expenses and other current liabilities, as well as other long-term liabilities on the consolidated balance
sheets.
Foreign Currency Translation and Transactions
For non-U.S. dollar functional currency locations, (i) assets and liabilities are translated at end-of-period exchange rates, (ii)
revenues and expenses are translated at average exchange rates in effect during the period and (iii) equity is translated at
historical exchange rates. The resulting cumulative translation adjustments are included as a component of accumulated other
comprehensive loss.
For U.S. dollar functional currency locations, foreign currency assets and liabilities are remeasured into U.S. dollars at end-of-
period exchange rates, except for nonmonetary balance sheet accounts which are remeasured at historical exchange rates.
Revenues and expenses are remeasured at average exchange rates in effect during each period, except for those expenses related
to the nonmonetary balance sheet amounts which are remeasured at historical exchange rates. Gains or losses from foreign
currency remeasurement are included in net income.
Gains and losses from foreign currency transactions and the effects of foreign currency remeasurements were not material in the
years ended December 31, 2024, 2023 or 2022.
Revenue Recognition
Health Care Benefits Segment
Health Care Benefits revenue is principally derived from insurance premiums and fees billed to customers. Revenue is
recognized based on customer billings, which, in the Company’s Commercial business, reflect contracted rates per member and
the number of covered members recorded in the Company’s records at the time the billings are prepared. Billings are generally
sent monthly for coverage during the following month. Revenue related to the Company’s Government business is collected
monthly from the U.S. federal government and various government agencies based on fixed payment rates and member
eligibility.
120
The Company’s billings may be subsequently adjusted to reflect enrollment changes due to member terminations or other
factors. These adjustments are known as retroactivity adjustments. In each period, the Company estimates the amount of future
retroactivity and adjusts the recorded revenue accordingly. As information regarding actual retroactivity amounts becomes
known, the Company refines its estimates and records any required adjustments to revenues in the period in which they arise.
Premium Revenue
Premiums are recognized as revenue in the month in which the enrollee is entitled to receive health care services. Premiums are
reported net of an allowance for estimated terminations and uncollectible amounts. Additionally, premium revenue subject to
the minimum medical loss ratio (“MLR”) rebate requirements of the Patient Protection and Affordable Care Act and the Health
Care and Education Reconciliation Act of 2010 (as amended, collectively, the “ACA”) is recorded net of the estimated
minimum MLR rebates for the current calendar year. Premiums related to unexpired contractual coverage periods (unearned
premiums) are reported as other insurance liabilities on the consolidated balance sheets and recognized as revenue when earned.
Some of the Company’s contracts allow for premiums to be adjusted to reflect actual experience or the relative health status of
Insured members. Such adjustments are reasonably estimable at the outset of the contract, and adjustments to those estimates
are made based on actual experience of the customer emerging under the contract and the terms of the underlying contract.
The ACA established a permanent risk adjustment program to transfer funds from qualified individual and small group
insurance plans with below average risk scores to plans with above average risk scores. Based on the risk of the Company’s
qualified plan members relative to the average risk of members of other qualified plans in comparable markets, as defined by
the ACA, the Company estimates its ultimate risk adjustment receivable (recorded in accounts receivable) or payable (recorded
in accrued expenses and other current liabilities) for the current calendar year and reflects the pro-rata year-to-date impact as an
adjustment to premium revenue.
Services Revenue
Services revenue relates to contracts that can include various combinations of services or series of services which generally are
capable of being distinct and accounted for as separate performance obligations. The Health Care Benefits segment’s services
revenue primarily consists of ASC fees received in exchange for performing certain claim processing and member services for
ASC members. ASC fee revenue is recognized over the period the service is provided. Some of the Company’s administrative
services contracts include guarantees with respect to certain functions, such as customer service response time, claim processing
accuracy and claim processing turnaround time, as well as certain guarantees that a plan sponsor’s benefit claim experience will
fall within a certain range. With any of these guarantees, the Company is financially at risk if the conditions of the arrangements
are not met, although the maximum amount at risk typically is limited to a percentage of the fees otherwise payable to the
Company by the customer involved. Each period the Company estimates its obligations under the terms of these guarantees and
records its estimate as an offset to services revenues.
Accounting for Medicare Part D
Revenues include insurance premiums earned by the Company’s PDPs, which are determined based on the PDP’s annual bid
and related contractual arrangements with CMS. The insurance premiums include a beneficiary premium, which is the
responsibility of the PDP member, and can be subsidized by CMS in the case of low-income members, and a direct premium
paid by CMS. Premiums collected in advance are initially recorded within other insurance liabilities and are then recognized
ratably as revenue over the period in which members are entitled to receive benefits.
Revenues also include a risk-sharing feature of the Medicare Part D program design referred to as the risk corridor. The
Company estimates variable consideration in the form of amounts payable to, or receivable from, CMS under the risk corridor,
and adjusts revenue based on calculations of additional subsidies to be received from or owed to CMS at the end of the
reporting year.
In addition to Medicare Part D premiums, the Company receives additional payments each month from CMS related to
catastrophic reinsurance, low-income cost-sharing subsidies and coverage gap benefits. If the subsidies received differ from the
amounts earned from actual prescriptions transferred, the difference is recorded in either accounts receivable, net or accrued
expenses.
Health Services Segment
Pharmacy Services
The Health Services segment sells prescription drugs directly through its specialty and mail order pharmacy offerings and
indirectly through the Company’s retail pharmacy network. The Company’s pharmacy benefit arrangements are accounted for
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in a manner consistent with a master supply arrangement as there are no contractual minimum volumes and each prescription is
considered a separate purchasing decision and distinct performance obligation transferred at a point in time. PBM services
performed in connection with each prescription claim are considered part of a single performance obligation which culminates
in the fulfillment of prescription drugs.
The Company recognizes revenue using the gross method at the contract price negotiated with its clients when the Company
has concluded it controls the prescription drug before it is transferred to the client plan members. The Company controls
prescriptions fulfilled indirectly through its retail pharmacy network because it has separate contractual arrangements with those
pharmacies, has discretion in setting the price for the transaction and assumes primary responsibility for fulfilling the promise
to provide prescription drugs to its client plan members while also performing the related PBM services.
Revenues include (i) the portion of the price the client pays directly to the Company, net of any discounts earned on brand name
drugs or other discounts and refunds paid back to the client (see “Drug Discounts” and “Guarantees” below), (ii) the price paid
to the Company by client plan members for mail order prescriptions and the price paid to retail network pharmacies by client
plan members for retail prescriptions (“retail co-payments”), and (iii) claims based administrative fees for retail pharmacy
network contracts. Sales taxes are not included in revenues.
The Company recognizes revenue when control of the prescription drugs is transferred to customers, in an amount that reflects
the consideration the Company expects to be entitled to receive in exchange for those prescription drugs. The Company has
established the following revenue recognition policies for the Health Services segment:
•
Revenues generated from prescription drugs sold by third party pharmacies in the Company’s retail pharmacy network and
associated administrative fees are recognized at the Company’s point-of-sale, which is when the claim is adjudicated by the
Company’s online claims processing system and the Company has transferred control of the prescription drug and
completed all of its performance obligations.
•
Revenues generated from prescription drugs sold by specialty and mail order pharmacies are recognized when the
prescription drug is delivered to the client plan member. At the time of delivery, the Company has performed substantially
all of its performance obligations under its client contracts and does not experience a significant level of returns or
reshipments.
For contracts under which the Company acts as an agent or does not control the prescription drugs prior to transfer to the client
plan member, revenue is recognized using the net method.
Drug Discounts
The Company records revenue net of manufacturers’ rebates earned by its clients based on their plan members’ utilization of
brand-name formulary drugs. The Company estimates these rebates at period-end based on actual and estimated claims data and
its estimates of the manufacturers’ rebates earned by its clients. The estimates are based on the best available data at period-end
and recent history for the various factors that can affect the amount of rebates due to the client. The Company adjusts its rebates
payable to clients to the actual amounts paid when these rebates are paid or as significant events occur. Any cumulative effect
of these adjustments is recorded against revenues at the time it is identified. Adjustments generally result from contract changes
with clients or manufacturers that have retroactive rebate adjustments, differences between the estimated and actual product mix
subject to rebates, or whether the brand name drug was included in the applicable formulary. The effect of adjustments between
estimated and actual manufacturers’ rebate amounts has not been material to the Company’s operating results or financial
condition.
Guarantees
The Company also adjusts revenues for refunds owed to clients resulting from pricing guarantees and performance against
defined service and performance metrics. The inputs to these estimates are not subject to a high degree of subjectivity or
volatility. The effect of adjustments between estimated and actual pricing and performance refund amounts has not been
material to the Company’s operating results or financial condition.
Walk-In Medical Clinics
For services provided by the Company’s walk-in medical clinics, revenue recognition occurs for completed services provided to
patients, with adjustments taken for third party payor contractual obligations and patient direct bill historical collection rates.
Primary Care Capitated Revenue
Capitated revenue related to the Company’s primary care operations consists primarily of capitated fees for medical services it
provides under capitated or capitation arrangements directly made with various Medicare Advantage managed care payors or
122
CMS. Under the risk contracts, the Company receives from the third-party payor a fixed payment per patient per month for a
defined patient population, and the Company is then responsible for providing, managing and paying for healthcare services for
that patient population, including those not provided by the Company. The Company recognizes revenue using the gross
method as the Company is the principal in arranging, providing and controlling the managed healthcare services provided to the
defined patient population. The Company considers all contracts with customers (enrolled patients) as a single performance
obligation to stand ready to provide healthcare services. This performance obligation is satisfied over time as the Company
stands ready to fulfill its obligation to enrolled patients.
In-Home Health Evaluations (“IHEs”)
Revenue generated from IHEs relates to the assessments performed either within the patient’s home, virtually or at a healthcare
provider facility as well as certain in-home clinical evaluations performed by the Company’s mobile network of providers.
Revenue is recognized when the IHEs are submitted to customers on a daily basis. Submission to the customer occurs after the
IHEs are completed and coded, a process which may take one to several days after completion of the evaluation. The pricing for
the IHEs is generally based on a fixed transaction fee, which is directly linked to the usage of the service by the customer
during a distinct service period. Customers are invoiced for evaluations performed each month and remit payment accordingly.
Each IHE represents a single performance obligation for which revenue is recognized at a point in time when control is
transferred to the customer upon submission of the completed and coded evaluation.
Pharmacy & Consumer Wellness Segment
Retail Pharmacy
The Company’s retail drugstores recognize revenue at the time the customer takes possession of the merchandise. For pharmacy
sales, each prescription claim is its own arrangement with the customer and is a performance obligation, separate and distinct
from other prescription claims under other retail network arrangements. Revenues are adjusted for refunds owed to third party
payers resulting from pricing guarantees and performance against defined value-based service and performance metrics. The
inputs to these estimates are not subject to a high degree of subjectivity or volatility. The effect of adjustments between
estimated and actual pricing and performance refund amounts has not been material to the Company’s operating results or
financial condition.
Revenue from Company gift cards purchased by customers is deferred as a contract liability until goods or services are
transferred. Any amounts not expected to be redeemed by customers (i.e., breakage) are recognized based on historical
redemption patterns.
Customer returns are not material to the Company’s operating results or financial condition. Sales taxes are not included in
revenues.
Loyalty and Other Programs
The Company’s customer loyalty program, ExtraCare
®
, consists of two components, ExtraSavings
™
and ExtraBucks
®
Rewards. ExtraSavings are coupons that are recorded as a reduction of revenue when redeemed as the Company concluded that
they do not represent a promise to the customer to deliver additional goods or services at the time of issuance because they are
not tied to a specific transaction or spending level.
ExtraBucks Rewards are accumulated by customers based on their historical spending levels. Thus, the Company has
determined that there is an additional performance obligation to those customers at the time of the initial transaction. The
Company allocates the transaction price to the initial transaction and the ExtraBucks Rewards transaction based upon the
relative standalone selling price, which considers historical redemption patterns for the rewards. Revenue allocated to
ExtraBucks Rewards is recognized as those rewards are redeemed. At the end of each period, unredeemed ExtraBucks Rewards
are reflected
as
a contract liability.
The Company also offers a subscription-based membership program, ExtraCare Plus
™
, under which members are entitled to a
suite of benefits delivered over the course of the subscription period, as well as a promotional reward that can be redeemed for
future goods and services. Subscriptions are paid for on a monthly or annual basis at the time of or in advance of the Company
delivering the goods and services. Revenue from these arrangements is recognized as the performance obligations are satisfied.
Long-term Care
Revenue is recognized when control of the promised goods or services is transferred to customers in an amount that reflects the
consideration the Company expects to be entitled to receive in exchange for those goods or services. Each prescription claim
represents a separate performance obligation of the Company, separate and distinct from other prescription claims under
123
TM
TM
customer arrangements. A significant portion of long-term care revenue from sales of pharmaceutical and medical products is
reimbursed by the federal Medicare Part D program and, to a lesser extent, state Medicaid programs. The Company monitors its
revenues and receivables from these reimbursement sources, as well as long-term care facilities and other third-party insurance
payors, and reduces revenue at the revenue recognition date to properly account for the variable consideration due to anticipated
differences between billed and reimbursed amounts. Accordingly, the total revenues and receivables reported in the Company’s
consolidated financial statements are recorded at the amount expected to be ultimately received from these payors.
Patient co-payments associated with Medicare Part D, certain state Medicaid programs, Medicare Part B and certain third-party
payors typically are not collected at the time products are delivered or services are rendered, but are billed to the individuals as
part of normal billing procedures and subject to normal accounts receivable collections procedures.
124
Disaggregation of Revenue
The following table disaggregates the Company’s revenue by major source in each segment for the years ended December 31,
2024, 2023 and 2022:
In millions
Health Care
Benefits
Health
Services
Pharmacy &
Consumer
Wellness
Corporate/
Other
Intersegment
Eliminations
Consolidated
Totals
2024
Major goods/services lines:
Pharmacy
$
—
$ 162,527 $
100,687 $
—
$
(52,942) $
210,272
Front Store
—
—
21,522
—
—
21,522
Premiums
122,849
—
—
47
—
122,896
Net investment income
1,473
285
—
395
—
2,153
Other
6,343
10,793
2,291
9
(3,470)
15,966
Total
$
130,665 $ 173,605 $
124,500 $
451 $
(56,412) $
372,809
Health Services distribution channel:
Pharmacy network
Note (1)
$
91,650
Mail & specialty
Note (2)
70,877
Net investment income
285
Other
10,793
Total
$ 173,605
2023
Major goods/services lines:
Pharmacy
$
—
$ 180,710 $
92,111 $
—
$
(49,369) $
223,452
Front Store
—
—
22,458
—
—
22,458
Premiums
99,144
—
—
48
—
99,192
Net investment income (loss)
765
(1)
(5)
394
—
1,153
Other
5,737
6,134
2,199
9
(2,558)
11,521
Total
$
105,646 $ 186,843 $
116,763 $
451 $
(51,927) $
357,776
Health Services distribution channel:
Pharmacy network
Note (1)
$ 112,718
Mail & specialty
Note (2)
67,992
Net investment income (loss)
(1)
Other
6,134
Total
$ 186,843
125
In millions
Health Care
Benefits
Health
Services
Pharmacy &
Consumer
Wellness
Corporate/
Other
Intersegment
Eliminations
Consolidated
Totals
2022
Major goods/services lines:
Pharmacy
$
— $ 166,793 $
83,480 $
— $
(45,154) $
205,119
Front Store
—
—
22,780
—
—
22,780
Premiums
85,274
—
—
56
—
85,330
Net investment income (loss)
476
—
(44)
406
—
838
Other
5,600
2,783
2,380
68
(2,431)
8,400
Total
$
91,350 $ 169,576 $
108,596 $
530 $
(47,585) $
322,467
Health Services distribution channel:
Pharmacy network
Note (1)
$ 102,968
Mail & specialty
(2)
63,825
Other
2,783
Total
$ 169,576
_____________________________________________
Note (1)
Health Services pharmacy network is defined as claims filled at retail and specialty retail pharmacies, including the Company’s retail pharmacies and
LTC pharmacies, as well as activity associated with Maintenance Choice
®
, which permits eligible client plan members to fill their maintenance
prescriptions through mail order delivery or at a CVS pharmacy retail store for the same price as mail order.
Note (2)
Health Services mail & specialty is defined as specialty mail claims inclusive of Specialty Connect
®
claims picked up at a retail pharmacy, as well as mail
order and specialty claims fulfilled by the Pharmacy & Consumer Wellness segment.
Contract Balances
Contract liabilities primarily represent the Company’s obligation to transfer additional goods or services to a customer for
which the Company has received consideration, and include ExtraBucks
Rewards and unredeemed Company gift cards. The
consideration received remains a contract liability until goods or services have been provided to the customer. In addition, the
Company recognizes breakage on Company gift cards based on historical redemption patterns.
The following table provides information about receivables and contract liabilities from contracts with customers as of
December 31, 2024 and 2023:
In millions
2024
2023
Trade receivables
(included
in
accounts
receivable,
net)
$
9,881 $
11,908
Contract liabilities
(included
in
accrued
expenses
and
other
current liabilities)
144
149
Cost of Products Sold
The Company accounts for cost of products sold as follows:
Health Services Segment
Cost of products sold includes: (i) the cost of prescription drugs sold during the reporting period directly through the
Company’s specialty and mail order pharmacies and indirectly through the Company’s retail pharmacy network, (ii) the cost of
care provided within the Company’s primary care centers, (iii) direct operating costs associated with generating revenues
related to services provided, including fees paid to clinicians for performing IHEs, (iv) administrative service fees
paid
to
the
Pharmacy & Consumer Wellness segment for specialty and mail order pharmacy fulfillment services and (v) shipping and
handling costs.
The cost of prescription drugs sold component of cost of products sold includes: (i) the cost of the prescription drugs purchased
from manufacturers or distributors and shipped to members in clients’ benefit plans from the Company’s mail order
pharmacies, net of any volume-related or other discounts (see “Vendor Allowances and Purchase Discounts” below) and (ii) the
cost of prescription drugs sold (including retail co-payments) through the Company’s retail pharmacy network under contracts
where the Company is the principal, net of any volume-related or other discounts.
126
The cost of care provided within the Company’s costs of products sold includes the costs incurred to operate the primary care
centers and care model. These costs consist of care team and patient support employee-related costs, occupancy costs, patient
transportation, medical supplies, insurance, fees paid to specialists and other operating costs.
Pharmacy & Consumer Wellness Segment
Cost of products sold includes: the cost of merchandise sold during the reporting period, including the costs of prescription
drugs sold through its retail pharmacies, net of any volume-related or other discounts, the related purchasing costs, warehousing
and delivery costs (including depreciation and amortization), the operating costs of the Company’s specialty and mail order
pharmacy
fulfillment operations and inventory losses.
Vendor Allowances and Purchase Discounts
The Company accounts for vendor allowances and purchase discounts as follows:
Health Services Segment
The Health Services segment receives purchase discounts on pharmaceutical products purchased. Contractual arrangements
with vendors, including manufacturers, wholesalers and retail pharmacies, normally provide for the Health Services segment to
receive purchase discounts from established list prices in one, or a combination, of the following forms: (i) a direct discount at
the time of purchase, (ii) a discount for the prompt payment of invoices or (iii) when products are purchased indirectly from a
manufacturer (e.g., through a wholesaler or retail pharmacy), a discount (or rebate) paid subsequent to dispensing. These
rebates are recognized when prescriptions are dispensed and are generally calculated and billed to manufacturers within 30 days
of the end of each completed quarter. Historically, the effect of adjustments resulting from the reconciliation of rebates
recognized to the amounts billed and collected has not been material to the Company’s operating results or financial condition.
The Company accounts for the effect of any such differences as a change in accounting estimate in the period the reconciliation
is completed. The Health Services segment also receives additional discounts under its wholesaler contracts if it exceeds
contractually defined purchase volumes. In addition, the Health Services segment receives fees from pharmaceutical
manufacturers for administrative services. Purchase discounts and administrative service fees are recorded as a reduction of cost
of products sold.
Pharmacy & Consumer Wellness Segment
Vendor allowances received by the Pharmacy & Consumer Wellness segment reduce the carrying cost of inventory and are
recognized in cost of products sold when the related inventory is sold, unless they are specifically identified as a reimbursement
of incremental costs for promotional programs and/or other services provided. Amounts that are directly linked to advertising
commitments are recognized as a reduction of advertising expense (included in operating expenses) when the related
advertising commitment is satisfied. Any amounts received in excess of the actual cost incurred also reduce the carrying cost of
inventory. The total value of any upfront payments received from vendors that are linked to purchase commitments is initially
deferred. The deferred amounts are then amortized to reduce cost of products sold over the life of the contract based upon sales
volume. The total value of any upfront payments received from vendors that are not linked to purchase commitments is also
initially deferred. The deferred amounts are then amortized to reduce cost of products sold on a straight-line basis over the life
of the related contract. The total amortization of these upfront payments was not material to the Company’s consolidated
financial statements in any of the periods presented.
Advertising Costs
Advertising costs, which are reduced by the portion funded by vendors, are expensed when the related advertising takes place.
Net advertising costs, which are included in operating expenses, were $989 million, $985 million and $745 million in 2024,
2023 and 2022, respectively.
Stock-Based Compensation
Stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as expense over
the requisite service period of the stock award (generally three to five years) using the straight-line method.
Income Taxes
The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax
assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial
statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the
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consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year or years in
which the differences are expected to reverse. The effect of a change in the tax rates on deferred tax assets and liabilities is
recognized in income in the period that includes the enactment date of such change.
The Company recognizes deferred tax assets to the extent that it believes these assets are more likely than not to be realized. In
making such a determination, the Company considers all available positive and negative evidence, including future reversals of
existing taxable temporary differences, projected future taxable income, tax planning strategies, and the Company’s recent
operating results. The Company establishes a valuation allowance when it does not consider it more likely than not that a
deferred tax asset will be recovered.
The Company records uncertain tax positions on the basis of a two-step process whereby (1) the Company determines whether
it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for
those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax
benefit that is
more than
50%
likely
to
be realized
upon
ultimate settlement with
the related
tax
authority.
Interest and/or penalties related to uncertain tax positions are recognized in the income tax provision.
Measurement of Defined Benefit Pension and Other Postretirement Employee Benefit Plans
The Company sponsors defined benefit pension plans (“pension plans”) and other postretirement employee benefit plans
(“OPEB plans”) for its employees and retirees. The Company recognizes the funded status of its pension and OPEB plans on
the consolidated balance sheets based on the year-end measurements of plan assets and benefit obligations. When the fair value
of plan assets are in excess of the plan benefit obligations, the amounts are reported in other current assets and other assets.
When the fair value of plan benefit obligations are in excess of plan assets, the amounts are reported in accrued expenses and
other current liabilities and other long-term liabilities based on the amount by which the actuarial present value of benefits
payable in the next twelve months included in the benefit obligation exceeds the fair value of plan assets. The net periodic
benefit income for the Company’s pension and OPEB plans do not contain a service cost component as these plans have been
frozen for an extended period of time. Non-service cost components of pension and postretirement net periodic benefit income
are included in other income in the consolidated statements of operations.
Earnings per Share
Earnings per share is computed using the treasury stock method. The Company calculates basic earnings per share based on the
weighted average number of common shares outstanding for the period. See Note 16 ‘‘Earnings Per Share’’ for additional
information.
Shares Held in Trust
The Company maintains grantor trusts, which held approximately one million shares of its common stock at both December 31,
2024 and 2023. These shares are designated for use under various employee compensation plans. Since the Company holds
these shares, they are excluded from the computation of basic and diluted shares outstanding.
VIEs
The Company has various investments that are considered VIEs. The Company does not have a future obligation to fund losses
or debts on behalf of these investments; however, it may voluntarily contribute funds. In evaluating whether the Company is the
primary beneficiary of a VIE, the Company considers several factors, including whether the Company has (a) the power to
direct the activities that most significantly impact the VIE’s economic performance and (b) the obligation to absorb losses and
the right to receive benefits that could potentially be significant to the VIE.
VIEs - Primary Beneficiary
Red Oak Sourcing, LLC (“Red Oak”)
In 2014, the Company and Cardinal Health, Inc. (“Cardinal”) established Red Oak, a generic pharmaceutical sourcing entity in
which the Company and Cardinal each own 50%. The Red Oak arrangement had an initial term of ten
years. In 2021, the Red
Oak
arrangement was
amended
to
extend
the initial term an
additional five years, for a total term of 15 years. Under this
arrangement, the Company and Cardinal contributed their sourcing and supply chain expertise to Red Oak and agreed to source
and negotiate generic pharmaceutical supply contracts for both companies through Red Oak; however, Red Oak does not own
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or hold inventory on behalf of either company. No physical assets (e.g., property and equipment) were contributed to Red Oak
by either company, and minimal funding was provided to capitalize Red Oak. The Company has determined that it is the
primary beneficiary of this VIE because it has the ability to direct the activities of Red Oak. Consequently, the Company
consolidates Red Oak in its consolidated financial statements within the Pharmacy & Consumer Wellness segment.
Cardinal is required to pay the Company quarterly payments, which began in October 2014 and will extend through June 2029.
The Company
received
$126 million from Cardinal during the year ended December 31, 2024 and $183 million from Cardinal
during each of the years ended December 31, 2023 and 2022. The payments reduce the Company’s carrying value of inventory
and are recognized in cost of products sold when the related inventory is sold.
Physician Groups
The Company
has
entered
into
management and/or
administrative services
agreements
with
affiliated
physician
practice
organizations (the “Physician Groups”). Physician Groups employ healthcare providers, contract with managed care payors and
deliver healthcare services to patients in the markets that the Company serves. Oak Street Health, MSO LLC (“OSH MSO”), a
wholly owned subsidiary of the Company, provides management services to the Physician Groups. Activities include but are
not limited to operational support of the centers, marketing, information technology infrastructure and the sourcing and
managing of health plan contracts. The Company concluded that it has variable interests in the Physician Groups on the basis of
its administrative service agreement, which includes the reimbursement of costs and a management fee payable to the Company
from the Physician Groups for the management services provided, which are eliminated in consolidation. The Physician Groups
are considered VIEs as additional support is needed to finance their operations. Neither shareholders, employees nor their
designees have the individual power to direct the activities of the Physician Groups that significantly impact its economic
performance. The success or failure of OSH MSO in performing the activities impacting the growth of patients and
management of healthcare services of the Physicians Groups’ patient base is significant to the economic performance of the
Physician Groups. Therefore, the Company is the primary beneficiary of the Physician Groups and, consequently, consolidates
the Physician Groups in its consolidated financial statements within the Health Services segment.
Physician Groups VIE assets and liabilities included on the consolidated balance sheet
at December 31, 2024 and 2023 were as
follows:
In millions
2024
2023
Total assets
$
2,144 $
1,515
Total liabilities
2,104
1,503
There are no restrictions on the Physician Groups’ assets or on the settlement of its liabilities. The assets of the Physician
Groups are all current and can be used to settle obligations of the Company. The Physician Groups are included in the
Company’s obligated group; thus, creditors of the Company have recourse to the assets owned by the Physician Groups. There
are no liabilities for which creditors of the Physician Groups do not have recourse to the general credit of the Company. There
are no restrictions placed on the retained earnings or net income of the Physician Groups with respect to potential dividend
payments.
Physician Owned Entities
The Company’s consolidated VIEs include certain IHE related physician practices that require an individual physician to
legally own the equity interests as certain state laws and regulations prohibit non-physician owned business entities from
practicing medicine or employing licensed healthcare providers. The Company determined it was the primary beneficiary of
these VIEs as it has the obligation to absorb the losses from and direct the activities of these operations. As a result, these VIEs
are consolidated and any noncontrolling interest is not presented. The carrying amount of these VIEs’ assets and liabilities are
not material to
the consolidated
balance sheets.
Accountable Care Organizations (“ACOs”)
The Company is the sole member of certain ACOs which are considered VIEs. CMS administers these programs where the goal
of the program is to reward the ACO participants when specific quality metrics, established by the U.S. Department of Health
and Human Services (“HHS”), are met and expenditures are lowered. These ACOs have a risk model such that the ACOs can
either share in both savings and losses or share in only the savings. The governance structure of the VIEs does not provide the
Company
with
the ultimate decision-making
authority
to
direct the activities
that most significantly
impact the VIEs’
economic
performance. For certain ACO VIEs, the Company is ultimately liable for losses incurred or is required to secure and have sole
authority over all aspects of the repayment of any shared losses incurred in the program in exchange for a higher percentage of
savings and, accordingly, the Company is taking on the risk to absorb losses, resulting in a financial responsibility to ensure that
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these VIEs operate as designed. For these VIEs, the Company has determined it is the primary beneficiary and therefore
consolidates the results of these ACOs. The carrying amount of these VIEs’ assets and liabilities are not material to
the
consolidated
balance sheets.
VIEs - Other Variable Interest Holder
The Company has invested in certain VIEs for which it has determined that it is not the primary beneficiary, consisting of the
following:
•
Hedge fund and private equity investments
- The Company invests in hedge fund and private equity investments in order to
generate investment returns for its investment portfolio supporting its insurance businesses.
•
Real estate partnerships
- The Company invests in various real estate partnerships, including those that construct, own and
manage low-income housing developments. For the low-income housing development investments, substantially all of the
projected benefits to the Company are from tax credits and other tax benefits.
The Company is not the primary beneficiary of these VIEs because the nature of the Company’s involvement with the activities
of these VIEs does not give the Company the power to direct the activities that most significantly impact their economic
performance. The Company records the amount of its investment in these VIEs as long-term investments on the consolidated
balance sheets and recognizes its share of each VIE’s income or losses in net income. The Company’s maximum exposure to
loss from these VIEs is limited to its investment balances as disclosed below and the risk of recapture of previously recognized
tax credits related to the real estate partnerships, which the Company does not consider significant.
Other variable interest holder VIE assets included in long-term investments on the consolidated balance sheets at December 31,
2024 and 2023 were as follows:
In millions
2024
2023
Hedge fund investments
$
1,246 $
859
Private equity
investments
934
840
Real estate partnerships
438
319
Total
$
2,618 $
2,018
Related Party Transactions
During the year ended December 31, 2022, the Company made charitable contributions of
$25
million to the CVS Health
Foundation, a non-profit entity that focuses on health, education and community involvement programs. The charitable
contributions were recorded as operating expenses in the consolidated statements of operations within the Corporate/Other
segment for the year ended December 31, 2022. The Company did
not make any charitable contributions to the CVS Health
Foundation during the years ended December 31, 2024 or 2023.
Discontinued Operations
In connection with certain business dispositions completed between 1995 and 1997, the Company retained guarantees on store
lease obligations for a number of former subsidiaries, including Linens ‘n Things and Bob’s Stores, each of which subsequently
filed for bankruptcy. The Company’s loss from discontinued operations includes lease-related costs that the Company believes
it will likely be required to satisfy pursuant to these lease guarantees.
See “Lease Guarantees” in
Note 18 ‘‘Commitments and
Contingencies’’ for additional information.
Results from discontinued operations were immaterial for the years ended December 31, 2024, 2023 and 2022.
New Accounting Pronouncements
Recently Adopted
Segment Reporting
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)
2023-07,
Segment Reporting
(Topic 280): Improvements to Reportable Segment Disclosures
. This standard requires the
Company to disclose significant segment expenses that are regularly provided to the Chief Operating Decision Maker
(“CODM”) and are included within each reported measure of segment operating results. The standard also requires the
Company to disclose the total amount of any other items included in segment operating results which were not deemed to be
significant expenses for separate disclosure, along with a qualitative description of the composition of these other items. In
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addition, the standard also requires disclosure of the CODM’s title and position, as well as detail on how the CODM uses the
reported measure of segment operating results to evaluate segment performance and allocate resources. The standard also aligns
interim segment reporting disclosure requirements with annual segment reporting disclosure requirements. The Company
adopted the standard on January 1, 2024 for fiscal year reporting and the standard became effective for interim reporting
periods in fiscal years beginning after December 15, 2024. The standard requires retrospective application to all prior periods
presented. While the standard requires additional disclosures related to the Company’s reportable segments, the standard did not
have any impact on the Company’s consolidated operating results, financial condition or cash flows as of the date of adoption.
Refer to Note 19 ‘‘Segment Reporting’’ for the Company’s segment reporting disclosures, including those newly required by
this standard.
New Accounting Pronouncements Not Yet Adopted
Income Taxes
In December 2023, the FASB issued ASU 2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures
. The
standard requires the Company to provide further disaggregated income tax disclosures for specific categories on the effective
tax rate reconciliation, as well as additional information about federal, state/local and foreign income taxes. The standard also
requires the Company to annually disclose its income taxes paid (net of refunds received), disaggregated by jurisdiction. The
Company adopted the standard on January 1, 2025 for fiscal year reporting. The standard is to be applied on a prospective basis,
although optional retrospective application is permitted. While the standard requires additional disclosures related to the
Company’s income taxes, the standard did not have any impact on the Company’s consolidated operating results, financial
condition or cash flows.
Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense
Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The standard requires the
Company to provide further disaggregated information of relevant expense captions within its consolidated statements of
operations, including the purchases of inventory, employee compensation, depreciation and intangible asset amortization, as
well as the inclusion of other specific expenses, gains and losses required by existing GAAP. The new standard also requires
the Company to disclose its total selling expenses and, on an annual basis, provide a qualitative description of its selling
expenses. The standard is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years
beginning after December 15, 2027, with early adoption permitted. The standard may be applied prospectively or
retrospectively. While the standard will require additional disclosures related to certain expenses included in the consolidated
statements of operations, the standard is not expected to have any impact on the Company’s consolidated operating results,
financial condition or cash flows.
2.
Acquisitions, Divestitures and Asset Sales
Oak
Street Health
Acquisition
On May 2, 2023 (the “Oak Street Health Acquisition Date”), the Company acquired 100% of the outstanding shares and voting
interest of Oak Street Health for cash (“Oak Street Health Acquisition”). Under the terms of the merger agreement, Oak Street
Health stockholders received $39.00 per share in cash. The Company financed the transaction with borrowings of $5.0 billion
from a term loan agreement entered into on May 1, 2023 as described in Note 10 ‘‘Borrowings and Credit Agreements’’ and
cash on hand. Oak Street Health is a leading multi-payor, senior focused value-based primary care company. Oak Street Health
is included within the Health Services segment. The Company acquired Oak Street Health to advance its value-based care
strategy and broaden its platform into primary care.
The fair value of the consideration transferred on the date of acquisition consisted of the following:
In millions
Cash
$
9,579
Fair value of replacement equity awards for pre-combination services (3.9 million shares)
(1)
118
Effective settlement of
pre-existing
relationship
(2)
(29)
Total consideration transferred
$
9,668
_____________________________________________
Note (1)
The fair value of the replacement equity awards issued by the Company was determined as of the Oak Street Health Acquisition Date. The fair value of
the awards attributed to pre-combination services of $118 million is included in the consideration transferred and the fair value of the awards attributed to
post-combination services of $165 million has been, or will be, included in the Company’s post-combination financial statements as compensation costs.
Note (2)
The purchase price included $29 million of effectively settled liabilities the Company owed to Oak Street Health from their pre-existing relationship.
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The transaction has been accounted for using the acquisition method of accounting which requires, among other things, the
assets acquired and liabilities assumed to be recognized at their fair values at the date of acquisition. The following table
summarizes
the fair values of the assets acquired and liabilities assumed at the date of acquisition:
In millions
Cash and cash equivalents
$
201
Investments
168
Accounts
receivable
1,143
Other current assets
46
Property and equipment
180
Operating lease right-of-use assets
316
Goodwill
7,213
Intangible assets
4,233
Other long-term assets
7
Total assets
acquired
13,507
Health
care costs
payable
1,098
Other
current liabilities
444
Operating
lease liabilities
(current and
long-term)
378
Debt (current and long-term)
1,028
Deferred
income taxes
796
Other
long-term liabilities
29
Total liabilities
assumed
3,773
Noncontrolling interests
66
Total consideration transferred
$
9,668
The Company’s assessment of fair value of assets acquired and liabilities assumed was finalized during the second quarter of
2024. There were no measurement period adjustments to assets acquired and liabilities assumed during the year ended
December 31, 2024.
Goodwill
Goodwill represents future economic benefits expected to arise from the Company’s expanded presence in the health services
industry, the assembled workforce acquired, expected revenue and medical cost synergies, as well as operating efficiencies and
cost savings. Goodwill was allocated to the Company’s business segments as follows:
In millions
Health
Services
$
6,936
Pharmacy & Consumer Wellness
156
Health
Care Benefits
121
Total goodwill
$
7,213
The amount of goodwill deductible for income tax purposes was not material.
Intangible Assets
The following table summarizes the fair values and weighted average useful lives for intangible assets acquired in the Oak
Street Health
Acquisition:
In millions, except weighted average useful life
Gross
Fair Value
Weighted
Average Useful
Life (years)
Customer relationships
(1)
$
3,620
19.9
Technology
143
3.0
Trademark
(definite-lived)
470
8.0
Total intangible assets
$
4,233
18.0
_____________________________________________
(1) The substantial majority of the customer relationships intangible asset relates to relationships with health plan payors.
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_____________________________________________
133
Deferred Income Taxes
The purchase price allocation includes net deferred tax liabilities of $796 million, primarily related to deferred tax liabilities
established on the identifiable acquired intangible assets.
Consolidated Results of Operations
During the period from the Oak Street Health Acquisition Date through December 31, 2023, the Company's consolidated
results of operations included $2.1 billion of revenues and $520 million of operating losses, including $193 million of
intangible asset amortization and $71 million of stock-based compensation, associated with the results of operations of Oak
Street Health.
During the year ended December 31, 2023, the Company incurred transaction costs of $77 million associated with the Oak
Street Health Acquisition, which were recorded in operating expenses.
Signify Health Acquisition
On March 29, 2023 (the "Signify Health Acquisition Date"), the Company acquired 100% of the outstanding shares and voting
interest of Signify Health for cash ("Signify Health Acquisition"). Under the terms of the merger agreement, Signify Health
stockholders received $30.50 per share in cash. The Company financed the transaction with cash on hand, which included
approximately $6 billion of proceeds from the issuance of senior unsecured notes in February 2023. Signify Health is a leader
in health risk assessments, value-based care and provider enablement services. Signify Health is included within the Health
Services segment. The Company acquired Signify Health to advance its health care services strategy, growth in value-based
care and new product offerings for other payers.
The fair value of the consideration transferred on the date of acquisition consisted of the following:
In millions
Cash
$
7,450
Fair value of replacement equity awards for pre-combination services (3 2 million shares)
Note (1)
14
Effective settlement of pre- existing relationship
Note (2)
(111)
Total consideration transferred
$
7,353
Note (1)
The fair value of the replacement equity awards issued by the Company was determined as of the Signify Health Acquisition Date. The fair value of the
awards attributed to pre-combination services of $14 million is included in the consideration transferred and the fair value of the awards attributed to post-
combination services of $167 million has been, or will be, included in the Company's post-combination financial statements as compensation costs.
Note (2)
The purchase price included $111 million of effectively settled liabilities the Company owed to Signify Health from their pre-existing relationship.
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The transaction has been accounted for using the acquisition method of accounting which requires, among other things, the
assets acquired and liabilities assumed to be recognized at their fair values at the date of acquisition. The following table
summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition:
In millions
Cash and cash equivalents
$
376
Accounts receivable
190
Other current assets (including restricted cash of $28)
147
Property and equipment
25
Goodwill
5,909
Intangible assets
1,920
Other long-term assets
23
Total assets acquired
8,590
Other current liabilities
606
Debt (current and long-term)
346
Deferred income taxes
259
Other long term liabilities
26
Total liabilities assumed
1,237
Total consideration transferred
$
7,353
The Company's assessment of the fair value of assets acquired and liabilities assumed was finalized during the fourth quarter of
2023. Measurement period adjustments to assets acquired and liabilities assumed during the year ended December 31, 2023
were not material.
Goodwill
Goodwill represents future economic benefits expected to arise from the Company's expanded presence in the health services
industry, the assembled workforce acquired, expected revenue and medical cost synergies, as well as operating efficiencies and
cost savings. Goodwill was allocated to the Company's business segments as follows:
In millions
Health Services
$
3,406
Health Care Benefits
2,473
Pharmacy & Consumer Wellness
30
Total goodwill
$
5,909
Approximately $1.7 billion of goodwill is deductible for income tax purposes.
Intangible Assets
The following table summarizes the fair values and weighted average useful lives for intangible assets acquired in the Signify
Health Acquisition:
In millions, except weighted average useful life
Gross
Fair Value
Weighted
Average Useful
Life (years)
Customer relationships
$
1,810
16.7
Technology
50
3.0
Trademark (definite-lived)
60
5.0
Total intangible assets
$
1,920
16.0
Deferred Income Taxes
The purchase price allocation includes net deferred tax liabilities of $259 million primarily related to deferred tax liabilities
established on the identifiable acquired intangible assets.
Consolidated Results of Operations
During the period from the Signify Health Acquisition Date through December 31, 2023, the Company's consolidated results of
operations included $797 million of revenues and $123 million of operating income, including $106 million of intangible asset
amortization and $72 million of stock-based compensation, associated with the results of operations of Signify Health.
During the year ended December 31, 2023, the Company incurred transaction costs of $37 million associated with the Signify
Health Acquisition, which were recorded in operating expenses.
Assets Held For Sale
The Company continually evaluates its portfolio for non-strategic assets. The Company determined that its Omnicare
®
long-
term care business (“LTC business”), which is included within the Pharmacy & Consumer Wellness segment, was no longer a
strategic asset and during the third quarter of 2022 committed to a plan to sell the LTC business. At that time, the LTC business
met the criteria to be classified as held for sale.
During 2022, the carrying value of the LTC business was determined to be greater than its estimated fair value less costs to sell.
Accordingly, the Company recorded total losses on assets held for sale of $2.5 billion during the year ended December 31,
2022. During the first quarter of 2023, an incremental loss on assets held for sale of $349 million was recorded to write-down
the carrying value of the LTC business to the Company’s best estimate of the ultimate selling price which reflects its estimated
fair value less costs to sell. The loss on assets held for sale represents the write-down of long-lived assets and was recorded in
the Company’s consolidated statement of operations within the Pharmacy & Consumer Wellness segment. During the third
quarter of 2023, the Company determined it was no longer probable that a sale would be completed in the near term. At that
time, the Company concluded that the LTC business no longer met the criteria to be classified as held for sale and, accordingly,
the assets and liabilities associated with this business were reclassified to held and used at their respective fair values on the
consolidated balance sheet.
Divestiture of bswift
In November 2022, the Company sold its wholly-owned subsidiary bswift LLC (“bswift”) for approximately $735 million.
bswift offers software and services that streamline benefits and human resource administration. The results of this business have
historically been recorded within the Health Care Benefits segment. The Company recorded a pre-tax gain on the divestiture of
$250 million in the year ended December 31, 2022, which was reflected as a reduction of operating expenses in the Company’s
consolidated statement of operations within the Health Care Benefits segment.
Divestiture of PayFlex
In June 2022, the Company sold PayFlex for approximately $775 million. PayFlex provides services to employers, their
employees, and their former employees in the areas of tax-advantaged account reimbursement administration (flexible
spending, health reimbursement, health savings, transit and parking), Consolidated Omnibus Budget Reconciliation Act
administration and special-member billing administration. The results of this business have historically been reported within the
Health Care Benefits segment. The Company recorded a pre-tax gain on the divestiture of $225 million in the year ended
December 31, 2022, which was reflected as a reduction of operating expenses in the Company’s consolidated statement of
operations within the Health Care Benefits segment.
Divestiture of Thailand Health Care Business
In March 2022, the Company reached an agreement to sell its international health care business domiciled in Thailand
(“Thailand business”), comprised of approximately 266,000 medical members, which was included in the Commercial Business
reporting unit within the Health Care Benefits segment. At that time, a portion of the Commercial Business goodwill was
specifically allocated to the Thailand business. The net assets of the Thailand business were accounted for as assets held for sale
at March 31, 2022. The carrying value of the Thailand business was determined to be greater than its estimated fair value less
costs to sell and, accordingly, the Company recorded a $41 million loss on assets held for sale within the Health Care Benefits
segment during the first quarter of 2022. The sale of the Thailand business closed in the second quarter of 2022, and the
consideration received and ultimate loss on the sale were not material.
International Health Care Benefits Renewal Rights Asset Sale
In May 2022, the Company sold the renewal rights of approximately 200,000 international medical members outside of the
Americas, Thailand and India in connection with an Asset Purchase Agreement. As part of this agreement, the Company
introduced and helped migrate these existing international medical members to the purchaser upon renewal. The migration
process was completed during 2023. The Company ceased writing any new or renewal business for international medical
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members outside of the Americas during the fourth quarter of 2022. The consideration received related to this agreement was
not material.
3.
Restructuring
2024 Restructuring Program
During the third quarter of 2024, the Company finalized an enterprise-wide restructuring plan intended to streamline and
simplify the organization, improve efficiency and reduce costs to partially offset the expected return of certain variable
expenses in 2025. In connection with this restructuring plan, during 2024, the Company recorded pre-tax restructuring charges
of approximately $1.2 billion, comprised of a $607 million store impairment charge, $293 million of costs associated with
corporate workforce optimization, including severance and employee-related costs, a $10 million stock-based compensation
charge associated with the impacted employees, which was reflected as an adjustment to common stock and capital surplus on
the consolidated balance sheets, and $269 million of other asset impairments and related charges associated with the
discontinuation of certain non-core assets.
Store impairment charge
The Company evaluates its retail store right-of-use and property and equipment assets for impairment at the retail store level,
which is the lowest level at which cash flows can be identified. For retail stores where there is an indicator of impairment
present, the Company first compares the carrying amount of the asset group to the estimated future cash flows associated with
the asset group (undiscounted). If the estimated undiscounted future cash flows used in the analysis are less than the carrying
amount of the asset group, an impairment loss calculation is prepared. The impairment loss calculation compares the carrying
amount of the asset group to its estimated fair value which is the greater of the asset group's estimated future cash flows
(discounted), or the consideration of what a market participant would pay to lease the assets, net of leasing costs. The
Company's estimate of fair value considers historical results, current operating trends, consolidated sales, profitability and cash
flow results and forecasts. For assets which the Company has determined it will be able to sublease, the estimated future cash
flows include the estimated sublease income, net of estimated leasing costs. When the carrying value of an asset group exceeds
its estimated fair value, an impairment loss is recorded to reduce the value of the asset group to its estimated fair value. As the
impaired assets are measured at fair value on a nonrecurring basis primarily using unobservable inputs as of the measurement
date, the assets are classified in Level 3 of the fair value hierarchy.
During the third quarter of 2024, in connection with its enterprise-wide restructuring plan, the Company completed a strategic
review of its retail business, which included evaluating changes in population, consumer buying patterns and future health
requirements to ensure continued alignment of its retail footprint with consumer needs. In connection with this initiative the
Company determined it plans to close 271 retail stores in 2025. As a result, management determined that there were indicators
of impairment with respect to the impacted stores' asset groups, including the associated operating or financing lease right-of-
use assets and property and equipment.
A long-lived asset impairment test was performed during the third quarter of 2024, the results of which indicated that the fair
value of certain retail store asset groups was lower than their respective carrying values. Accordingly, at that time, the Company
recorded a store impairment charge of $607 million, consisting of a write down of $483 million related to operating and
financing lease right-of-use assets and $124 million related to property and equipment. The charge associated with the store
impairments was included in the restructuring charges within the Pharmacy & Consumer Wellness segment. Subsequent to the
impairment loss, the fair value of the associated operating and financing lease right-of-use assets and property and equipment
were $100 million and $39 million, respectively.
Corporate workforce optimization costs
Corporate workforce optimization costs, including severance and employee-related costs, consist primarily of salary
continuation benefits, prorated annual incentive compensation, continuation of health care benefits and outplacement services.
Severance and employee-related benefits are determined pursuant to the Company's written severance plans and are recognized
when the benefits are determined to be probable of being paid and are reasonably estimable.
In connection with its enterprise-wide restructuring plan, the Company recorded corporate workforce optimization costs of
$293 million, which were recorded in accrued expenses and other current liabilities on the consolidated balance sheet. The
Company made payments of $88 million related to these costs during the year ended December 31, 2024. This restructuring
plan is expected to be substantially complete by the end of 2025. The restructuring charge associated with the corporate
workforce optimization costs is reflected within the Corporate/Other segment.
136
Other asset impairment charges
In connection with its enterprise-wide restructuring plan, the Company also conducted a review of its various strategic assets
and determined that it would discontinue the use of certain non-core assets, including certain virtual care services and
compounding infusion pharmacies and branches. As a result, management determined that there were indicators of impairment
with respect to the impacted long-lived assets and a long-lived asset impairment test was performed during the third quarter of
2024. The results of the long-lived asset impairment test indicated that the respective fair values of certain impacted assets were
lower than their respective carrying values and, accordingly, the Company recorded $269 million of other asset impairments
and related charges associated with the discontinuation of these assets. The asset impairment charges were recorded as
reductions to property and equipment, net and operating lease right-of-use assets on the consolidated balance sheet. The other
asset impairment charges were included in the restructuring charges within the Corporate/ Other and Pharmacy & Consumer
Wellness segments. Subsequent to the impairment charges, the fair value of the associated long-lived assets was not material.
2023 Restructuring Program
During the second quarter of 2023, the Company developed an enterprise-wide restructuring plan intended to streamline and
simplify the organization, improve efficiency and reduce costs. In connection with the development of this plan and the
completed acquisitions of Signify Health and Oak Street Health, the Company also conducted a strategic review of its various
transformation initiatives and determined that it would terminate certain initiatives. In connection with the restructuring plan,
during 2023, the Company recorded $507 million in pre-tax restructuring charges, comprised of $344 million of severance and
employee-related costs associated with corporate workforce optimization, $152 million of asset impairment charges and an $11
million stock-based compensation charge associated with the impacted employees. These restructuring charges are reflected in
the Corporate/Other segment. The severance and employee-related costs were recorded in accrued expenses and other current
liabilities and the asset impairments were recorded as a reduction of property and equipment, net, while the stock-based
compensation charge was reflected as an adjustment to common stock and capital surplus on the consolidated balance sheet.
Severance and employee-related costs consist primarily of salary continuation benefits, prorated annual incentive compensation,
continuation of health care benefits and outplacement services. Severance and employee-related benefits are determined
pursuant to the Company's written severance plans and are recognized when the benefits are determined to be probable of being
paid and are reasonably estimable. During the year ended December 31, 2023, the Company made payments of $194 million
related to severance and employee-related costs associated with the 2023 restructuring program. During the year ended
December 31, 2024 substantially all of the remaining liabilities were paid.
137
4.
Investments
Total investments at December 31, 2024 and 2023 were as follows:
_____________________________________________
In millions
2024
2023
Current
Long-term
Total
Current
Long-term
Total
Debt securities available for sale
$
2,256 $
23,777 $
26,033 $
3,131 $
18,582 $
21,713
Mortgage loans
151
1,354
1,505
128
1,183
1,311
Other investments
—
3,803
3,803
—
3,254
3,254
Total investments
$
2,407 $
28,934 $
31,341 $
3,259 $
23,019 $
26,278
At December 31, 2024 and 2023, the Company held investments of $269 million and $307 million, respectively, related to the
2012 conversion of an existing group annuity contract from a participating to a non-participating contract. These investments
are included in the total investments of large case pensions supporting non-experience-rated products. Although these
investments are not accounted for as Separate Accounts assets, they are legally segregated and are not subject to claims that
arise out of the Company's business and only support future policy benefits obligations under that group annuity contract.
Debt Securities
Debt securities available for sale at December 31, 2024 and 2023 were as follows:
In millions
Amortized
Cost
Note (1)
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
December 31, 2024
Debt securities:
U.S. government securities
$
2,826 $
7 $
(38) $
2,795
States, municipalities and political subdivisions
712
4
(18)
698
U.S. corporate securities
13,043
94
(412)
12,725
Foreign securities
2,608
27
(111)
2,524
Residential mortgage-backed securities
792
2
(54)
740
Commercial mortgage-backed securities
1,731
9
(67)
1,673
Other asset-backed securities
4,834
35
(7)
4,862
Redeemable preferred securities
16
—
—
16
Total debt securities
Note (2)
$
26,562 $
178 $
(707) $
26,033
December 31, 2023
Debt securities:
U.S. government securities
$
2,071 $
19 $
(54) $
2,036
States, municipalities and political subdivisions
2,219
31
(35)
2,215
U.S. corporate securities
10,156
133
(446)
9,843
Foreign securities
2,593
41
(122)
2,512
Residential mortgage-backed securities
862
8
(60)
810
Commercial mortgage-backed securities
1,066
9
(100)
975
Other asset-backed securities
3,294
26
(18)
3,302
Redeemable preferred securities
21
—
(1)
20
Total debt securities
Note (2)
$
22,282 $
267 $
(836) $
21,713
Note (1)
There was no allowance for expected credit losses recorded on available-for-sale debt securities at December 31, 2024 or December 31, 2023
Note (2)
Investment risks associated with the Company's experience-rated products generally do not impact the Company's consolidated operating results. At
December 31, 2024, debt securities with a fair value of $543 million, gross unrealized capital gains of $5 million and gross unrealized capital losses of
$30 million, and at December 31, 2023, debt securities with a fair value of $592 million, gross unrealized capital gains of $10 million and gross
138
unrealized capital losses of $28 million were included in total debt securities, but support experience-rated products. Changes in net unrealized capital
gains (losses) on these securities are not reflected in accumulated other comprehensive loss.
The amortized cost and fair value of debt securities at December 31, 2024 are shown below by contractual maturity. Actual
maturities may differ from contractual maturities because securities may be restructured, called or prepaid, or the Company
intends to sell a security prior to maturity.
In millions
Amortized
Cost
Fair
Value
Due to mature:
Less than one year
$
763 $
761
One year through five years
10,599
10,510
After five years through ten years
4,683
4,578
Greater than ten years
3,160
2,909
Residential mortgage-backed securities
792
740
Commercial mortgage-backed securities
1,731
1,673
Other asset-backed securities
4,834
4,862
Total
$
26,562 $
26,033
Mortgage-Backed and Other Asset-Backed Securities
All of the Company's residential mortgage-backed securities at December 31, 2024 were issued by the Government National
Mortgage Association, the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation and carry
agency guarantees and explicit or implicit guarantees by the U.S. Government. At December 31, 2024, the Company's
residential mortgage-backed securities had an average credit quality rating of AA and a weighted average duration of 6.4 years.
The Company's commercial mortgage-backed securities have underlying loans that are dispersed throughout the U.S.
Significant market observable inputs used to value these securities include loss severity and probability of default. At
December 31, 2024, these securities had an average credit quality rating of AAA and a weighted average duration of 4.9 years.
The Company's other asset-backed securities have a variety of underlying collateral (e.g., automobile loans, credit card
receivables, home equity loans and commercial loans). Significant market observable inputs used to value these securities
include the unemployment rate, loss severity and probability of default. At December 31, 2024, these securities had an average
credit quality rating of AA and a weighted average duration of less than one year.
139
Summarized below are the debt securities the Company held at December 31, 2024 and 2023 that were in an unrealized capital
loss position, aggregated by the length of time the investments have been in that position:
In millions, except number of
securities
Less than 12 months
Greater than 12 months
Total
Number
of
Securities
Fair
Value
Unrealized
Losses
Number
of
Securities
Fair
Value
Unrealized
Losses
Number
of
Securities
Fair
Value
Unrealized
Losses
December 31, 2024
Debt securities:
U.S. government securities
266 $ 1,053 $
18
155 $
394 $
20
421 $ 1,447 $
38
States, municipalities and
political subdivisions
100
181
3
137
201
15
237
382
18
U.S. corporate securities
3,119
4,144
64
2,602
3,395
348
5,721
7,539
412
Foreign securities
599
810
21
616
874
90
1,215
1,684
111
Residential mortgage-
backed securities
89
267
5
361
342
49
450
609
54
Commercial mortgage-
backed securities
186
628
11
237
464
56
423
1,092
67
Other asset-backed
securities
139
414
5
62
58
2
201
472
7
Redeemable preferred
securities
4
9
—
4
6
—
8
15
—
Total debt securities
4,502 $ 7,506 $
127
4,174 $ 5,734 $
580
8,676 $ 13,240 $
707
December 31, 2023
Debt securities:
U.S. government securities
74 $ 194 $
2
280 $ 891 $
52
354 $ 1,085 $
54
States, municipalities and
political subdivisions
95
181
1
455
733
34
550
914
35
U.S. corporate securities
576
672
14
4,120
5,602
432
4,696
6,274
446
Foreign securities
160
243
4
964
1,407
118
1,124
1,650
122
Residential mortgage-
backed securities
33
97
1
461
517
59
494
614
60
Commercial mortgage-
backed securities
44
94
2
287
581
98
331
675
100
Other asset-backed
securities
196
449
4
443
867
14
639
1,316
18
Redeemable preferred
securities
4
2
—
8
18
1
12
20
1
Total debt securities
1,182 $ 1,932 $
28
7,018 $ 10,616 $
808
8,200 $ 12,548 $
836
The Company reviewed the securities in the table above and concluded that they are performing assets generating investment
income to support the needs of the Company's business. In performing this review, the Company considered factors such as the
quality of the investment security based on research performed by the Company's internal credit analysts and external rating
agencies and the prospects of realizing the carrying value of the security based on the investment's current prospects for
recovery Unrealized capital losses at December 31, 2024 were generally caused by interest rate increases and not by
unfavorable changes in the credit quality associated with these securities. As of December 31, 2024, the Company did not
intend to sell these securities, and did not believe it was more likely than not that it would be required to sell these securities
prior to the anticipated recovery of their amortized cost basis.
140
The maturity dates for debt securities in an unrealized capital loss position at December 31, 2024 were as follows:
In millions
Supporting experience-
rated products
Supporting remaining
products
Total
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Due to mature:
Less than one year
$
— $
— $
420 $
4 $
420 $
4
One year through five years
120
3
5,462
149
5,582
152
After five years through ten years
86
6
2,681
138
2,767
144
Greater than ten years
166
20
2,132
259
2,298
279
Residential mortgage-backed securities
6
—
603
54
609
54
Commercial mortgage-backed securities
6
1
1,086
66
1,092
67
Other asset-backed securities
12
—
460
7
472
7
Total
$
396 $
30 $
12,844 $
677 $
13,240 $
707
Mortgage Loans
The Company's mortgage loans are collateralized by commercial real estate. During the years ended December 31, 2024 and
2023, the Company had the following activity in its mortgage loan portfolio:
In millions
2024
2023
New mortgage loans
$
323 $
342
Mortgage loans fully repaid
104
43
Mortgage loans foreclosed
—
—
The Company assesses mortgage loans on a regular basis for credit impairments, and assigns a credit quality indicator to each
loan. The Company's credit quality indicator is internally developed and categorizes each loan in its portfolio on a scale from 1
to 7. These indicators are based upon several factors, including current loan-to-value ratios, current and future property cash
flow, property condition, market trends, creditworthiness of the borrower and deal structure.
•
Category 1 -
Represents loans of superior quality.
•
Categories 2 to 4
- Represent loans where credit risk is minimal to acceptable; however, these loans may display some
susceptibility to economic changes
•
Categories 5 and 6
- Represent loans where credit risk is not substantial, but these loans warrant management's close
attention
•
Category 7
- Represents loans where collections are potentially at risk; if necessary, an impairment is recorded.
141
Based upon the Company's assessments at December 31, 2024 and 2023, the amortized cost basis of the Company's mortgage
loans within each credit quality indicator by year of origination was as follows:
In millions, except credit quality
indicator
Amortized Cost Basis by Year of Origination
2024
2023
2022
2021
2020
Prior
Total
December 31, 2024
1
$
— $
— $
— $
— $
— $
8 $
8
2 to 4
315
292
320
205
35
285
1,452
5 and 6
—
—
4
13
—
28
45
7
—
—
—
—
—
—
—
Total
$
315 $
292 $
324 $
218 $
35 $
321 $
1,505
December 31, 2023
1
$
— $
— $
— $
— $
11 $
11
2 to 4
302
346
225
35
354
1,262
5 and 6
—
—
13
—
19
32
7
—
—
6
—
—
6
Total
$
302 $
346 $
244 $
35 $
384 $
1,311
At December 31, 2024 scheduled mortgage loan principal repayments were as follows:
In millions
2025
$
151
2026
164
2027
249
2028
313
2029
297
Thereafter
331
Total
$
1,505
Net Investment Income
Sources of net investment income for the years ended December 31, 2024, 2023 and 2022 were as follows:
In millions
2024
2023
2022
Debt securities
$
1,136 $
841 $
702
Mortgage loans
76
59
51
Other investments
887
796
448
Gross investment income
2,099
1,696
1,201
Investment expenses
(63)
(46)
(43)
Net investment income (excluding net realized capital gains or losses)
2,036
1,650
1,158
Net realized capital gains (losses)
117
(497)
(320)
Net investment income
$
2,153 $
1,153 $
838
Excluding amounts related to experience-rated products, proceeds from the sale of available-for-sale debt securities and the
related gross realized capital gains and losses in the years ended December 31, 2024, 2023 and 2022 were as follows:
142
In millions
2024
2023
2022
Proceeds from sales
$
6,489 $
5,031 $
4,243
Gross realized capital gains
37
9
24
Gross realized capital losses
(190)
420
177
5.
Fair Value
The preparation of the Company's consolidated financial statements requires certain assets and liabilities to be reflected at their
fair value and others to be reflected on another basis, such as an adjusted historical cost basis. In this note, the Company
provides details on the fair value of financial assets and liabilities and how it determines those fair values. The Company
presents this information for those financial instruments that are measured at fair value for which the change in fair value
impacts net income attributable to CVS Health or other comprehensive income (loss) separately from other financial assets and
liabilities
.
Financial Instruments Measured at Fair Value on the Consolidated Balance Sheets
Certain of the Company's financial instruments are measured at fair value on the consolidated balance sheets. The fair values of
these instruments are based on valuations that include inputs that can be classified within one of three levels of a hierarchy
established by GAAP. The following are the levels of the hierarchy and a brief description of the type of valuation information
("valuation inputs") that qualifies a financial asset or liability for each level:
•
Level 1 - Unadjusted quoted prices for identical assets or liabilities in active markets.
•
Level 2 - Valuation inputs other than Level 1 that are based on observable market data. These include: quoted prices for
similar assets in active markets, quoted prices for identical assets in inactive markets, valuation inputs that are observable
that are not prices (such as interest rates and credit risks) and valuation inputs that are derived from or corroborated by
observable markets.
•
Level 3 - Developed from unobservable data, reflecting the Company's assumptions.
Financial assets and liabilities are classified based upon the lowest level of input that is significant to the valuation. When
quoted prices in active markets for identical assets and liabilities are available, the Company uses these quoted market prices to
determine the fair value of financial assets and liabilities and classifies these assets and liabilities in Level 1. In other cases
where a quoted market price for identical assets and liabilities in an active market is either not available or not observable, the
Company estimates fair value using valuation methodologies based on available and observable market information or by using
a matrix pricing model. These financial assets and liabilities are classified in Level 2. If quoted market prices are not available,
the Company determines fair value using broker quotes or an internal analysis of each investment's financial performance and
cash flow projections. Thus, financial assets and liabilities may be classified in Level 3 even though there may be some
significant inputs that may be observable
.
The following is a description of the valuation methodologies used for the Company's financial assets and liabilities that are
measured at fair value, including the general classification of such assets and liabilities pursuant to the valuation hierarchy.
Cash and Cash Equivalents
-
The carrying value of cash and cash equivalents approximates fair value as maturities
are less than three months. When quoted prices are available in an active market, cash equivalents are classified in
Level 1 of the fair value hierarchy. Fair values of cash equivalent instruments that do not trade on a regular basis in
active markets are classified as Level 2
.
Debt Securities
-
Where quoted prices are available in an active market, debt securities are classified in Level 1 of the
fair value hierarchy. The Company's Level 1 debt securities consist primarily of U.S. Treasury securities.
The fair values of the Company's Level 2 debt securities are obtained using models, such as matrix pricing, which use
quoted market prices of debt securities with similar characteristics or discounted cash flows to estimate fair value. The
Company reviews these prices to ensure they are based on observable market inputs that include quoted prices for
similar assets in active markets, quoted prices for identical assets in inactive markets and inputs that are observable
that are not prices (such as interest rates and credit risks). The Company also reviews the methodologies and the
assumptions used to calculate prices from these observable inputs. On a quarterly basis, the Company selects a sample
of its Level 2 debt securities' prices and compares them to prices provided by a secondary source. Variances over a
143
specified threshold are identified and reviewed to confirm the price provided by the primary source represents an
appropriate estimate of fair value. In addition, the Company's internal investment team consistently compares the
prices obtained for select Level 2 debt securities to the team's own independent estimates of fair value for those
securities. The Company obtained one price for each of its Level 2 debt securities and did not adjust any of those
prices at December 31, 2024 or 2023.
The Company also values certain debt securities using Level 3 inputs. For Level 3 debt securities, fair values are
determined by outside brokers or, in the case of certain private placement securities, are priced internally. Outside
brokers determine the value of these debt securities through a combination of their knowledge of the current pricing
environment and market flows. The Company did not have any broker quoted debt securities for the years ended
December 31, 2024 and 2023. For some private placement securities, the Company's internal staff determines the
value of these debt securities by analyzing spreads of corporate and sector indices as well as interest spreads of
comparable public bonds. Examples of these private placement Level 3 debt securities include certain U.S. and foreign
securities and certain tax
-
exempt municipal securities
.
Equity Securities
-
The Company currently has two classifications of equity securities: those that are publicly traded
and those that are privately placed. Publicly-traded equity securities are classified in Level 1 because quoted prices are
available for these securities in an active market.
For
privately placed equity securities
,
there is no active market;
therefore, these securities are classified in Level 3 because the Company prices these securities through an internal
analysis of each investment's financial statements and cash flow projections. Significant unobservable inputs consist of
earnings and revenue multiples, discount for lack of marketability and comparability adjustments. An increase or
decrease in any of these unobservable inputs would have resulted in a change in the fair value measurement.
144
There were no financial liabilities measured at fair value on a recurring basis on the consolidated balance sheets at
December 31, 2024 or 2023. Financial assets measured at fair value on a recurring basis on the consolidated balance sheets at
December 31, 2024 and 2023 were as follows:
In millions
Level 1
Level 2
Level 3
Total
December 31, 2024
Cash and cash equivalents
$
4,948
$
3,638
$
—
$
8,586
Debt securities:
U.S. government securities
2,777
18
—
2,795
States
,
municipalities and political subdivisions
—
698
—
698
U.S. corporate securities
—
12,687
38
12,725
F
oreign securities
—
2,524
—
2,524
Residential mortgage-
backed securities
—
740
—
740
Commercial mortgage-
backed securities
—
1,673
—
1,673
Other asset-
backed securities
—
4,862
—
4,862
Redeemable preferred securities
—
16
—
16
Total debt securities
2,777
23,218
38
26,033
Equity securities
234
—
126
360
Total
$
7,959 $
26,856 $
164 $
34,979
December 31, 2023
Cash and cash equivalents
$
2,174 $
6,022 $
— $
8,196
Debt securities:
U.S. government securities
2,013
23
—
2,036
States
,
municipalities and political subdivisions
—
2,215
—
2,215
U.S. corporate securities
—
9,814
29
9,843
F
oreign securities
—
2,512
—
2,512
Residential mortgage-
backed securities
—
810
—
810
Commercial mortgage-
backed securities
—
975
—
975
Other asset-
backed securities
—
3,302
—
3,302
Redeemable preferred securities
—
20
—
20
Total debt securities
2,013
19,671
29
21,713
Equity securities
194
—
79
273
Total
$
4,381 $
25,693 $
108 $
30,182
145
The changes in the balances of Level 3 financial assets during the year ended December 31, 2024 were as follows:
In millions
Commercial
mortgage-
backed
securities
U.S.
corporate
securities
Other asset-
backed
securities
Equity
securities
Total
Beginning balance
$
— $
29 $
— $
79 $
108
Net realized and unrealized capital gains (losses):
Included in earnings
—
(5)
—
28
23
Included in other comprehensive loss
—
(1)
—
—
(1)
Purchases
52
15
15
19
101
Sales
—
—
—
—
—
Transfers out of Level 3, net
(52)
—
(15)
—
(67)
Ending balance
$
— $
38 $
— $
126 $
164
The change in net unrealized capital losses included in other comprehensive loss associated with Level 3 financial assets which
were held as of
December 31, 2024 was $1 million during the year ended December 31, 2024.
The changes in the balances of Level 3 financial assets during the year ended December 31, 2023 were as follows:
In millions
Commercial
mortgage-
backed
securities
U.S.
corporate
securities
Foreign
securities
Equity
securities
Total
Beginning balance
$
— $
61 $
8
$
60 $
129
Net realized and unrealized capital gains (losses):
Included in earnings
—
(8)
—
(2)
(10)
Included in other comprehensive income
—
1
—
—
1
Purchases
13
5
—
23
41
Sales
—
(1)
—
(2)
(3)
Transfers out of Level 3, net
(13)
(29)
(8)
—
(50)
Ending balance
$
— $
29 $
—
$
79 $
108
The change in net unrealized capital losses included in other comprehensive income associated with Level 3 financial assets
which were held as of December 31, 2023 was $9 million during the year ended December 31, 2023.
The total gross transfers into (out of) Level 3 during the years ended December 31, 2024 and 2023 were as follows:
In millions
2024
2023
Gross transfers into Level 3
$
— $
—
Gross transfers out of Level 3
(67)
(50)
Net transfers out of Level 3
$
(67)
$
(50)
146
Financial Instruments Not Measured at Fair Value on the Consolidated Balance Sheets
The carrying value and estimated fair value classified by level of fair value hierarchy for financial instruments carried on the
consolidated balance sheets at adjusted cost or contract value at December 31, 2024 and 2023 were as follows:
In millions
Carrying
Value
Estimated Fair Value
Level 1
Level 2
Level 3
Total
December 31, 2024
Assets:
Mortgage loans
$
1,505 $
— $
— $
1,468 $
1,468
Equity securities
Note (1)
490
N/A
N/A
N/A
N/A
Liabilities:
Investment contract liabilities:
With a fixed maturity
1
—
—
1
1
Without a fixed maturity
312
—
—
272
272
Long-term debt
64,151
58,724
—
—
58,724
December 31, 2023
Assets:
Mortgage loans
$
1,311 $
— $
— $
1,274 $
1,274
Equity securities
Note (1)
534
N/A
N/A
N/A
N/A
Liabilities:
Investment contract liabilities:
With a fixed maturity
1
—
—
1
1
Without a fixed maturity
312
—
—
279
279
Long-term debt
61,410
58,451
—
—
58,451
______________________________________
Note (1)
It was not practical to estimate the fair value of these investments as it represents shares of unlisted companies. See Note 1 ''Significant Accounting
Policies'' for additional information regarding the valuation of investments accounted for under the measurement alternative method.
Separate Accounts Measured at Fair Value on the Consolidated Balance Sheets
Separate Accounts assets relate to the Company's large case pensions products which represent funds maintained to meet
specific objectives of contract holders. Since contract holders bear the investment risk of these assets, a corresponding Separate
Accounts liability has been established equal to the assets. These assets and liabilities are carried at fair value. Net investment
income and capital gains and losses on Separate Accounts assets accrue directly to such contract holders. The assets of each
account are legally segregated and are not subject to claims arising from the Company's other businesses. Deposits,
withdrawals, net investment income and realized and unrealized capital gains and losses on Separate Accounts assets are not
reflected in the consolidated statements of operations, shareholders' equity or cash flows.
Separate Accounts assets include debt and equity securities. The valuation methodologies used for these assets are similar to the
methodologies described above in this Note 5 ''Fair Value.'' Separate Accounts assets also include investments in common/
collective trusts that are carried at fair value. Common/collective trusts invest in other investment funds otherwise known as the
underlying funds. The Separate Accounts' interests in the common/collective trust funds are based on the fair values of the
investments of the underlying funds and therefore are classified in Level 2. The assets in the underlying funds primarily consist
of equity securities, U.S. corporate securities and U.S. government securities. Investments in common/collective trust funds are
valued at their respective net asset value ("NAV") per share/unit on the valuation date
.
147
Separate Accounts financial assets at December 31, 2024 and 2023 were as follows:
In millions
December 31, 2024
December 31, 2023
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
Cash and cash equivalents
$
1 $
164 $
— $
165 $
2 $
166 $
— $
168
Debt securities
186
669
1
856
558
1,949
—
2,507
Common/collective trusts
—
2,478
—
2,478
—
529
—
529
Total
Note (1)
$
187 $ 3,311 $
1 $ 3,499 $
560 $ 2,644 $
— $ 3,204
—————————————————————————————————————
Note (1)
Excludes $188 million of other payables and $46 million of other receivables at December 31, 2024 and 2023, respectively.
During the years ended December 31, 2024 and 2023, the Company had no gross transfers of Separate Accounts financial
assets into or out of Level 3.
6.
Goodwill and Other Intangibles
Goodwill
Below is a summary of the changes in the carrying amount of goodwill by segment for the years ended December 31, 2024 and
2023:
In millions
Health Care
Benefits
Health
Services
Pharmacy &
Consumer
Wellness
Total
Balance at December 31, 2022
$
44,159 $
23,615 $
10,376 $
78,150
Segment realignment
(109)
109
—
—
Acquisitions
2,594
10,342
186
13,122
Balance at December 31, 2023
46,644
34,066
10,562
91,272
Balance at December 31, 2024
$
46,644 $
34,066 $
10,562 $
91,272
There were no changes to the carrying amount of the Company's goodwill during the year ended December 31, 2024.
During the year ended December 31, 2023, the increase in the carrying amount of goodwill was primarily driven by the
acquisitions of Oak Street Health and Signify Health. See Note 2 ''Acquisitions, Divestitures and Asset Sales'' for additional
information.
During the fourth quarter of 2024 and 2023, and the third quarter of 2022, the Company performed its required annual
impairment tests of goodwill. The results of these impairment tests indicated that there was no impairment of goodwill.
At December 31, 2024 and 2023, cumulative goodwill impairments were $6.6 billion.
148
Intangible Assets
The following table is a summary of the Company's intangible assets as of December 31, 2024 and 2023:
In millions, except weighted average life
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Weighted
Average
Life (years)
2024
Trademarks (indefinite-lived)
$
10,498 $
— $
10,498
N/A
Customer contracts/relationships and covenants not to compete
26,904
(13,889)
13,015
14.2
Technology
1,250
(1,167)
83
3.0
Provider networks
4,203
(1,282)
2,921
20.0
Value of Business Acquired
590
(228)
362
20.0
Other
826
(382)
444
9.3
Total
$
44,271 $
(16,948) $
27,323
14.5
2023
Trademarks (indefinite-lived)
$
10,498 $
— $
10,498
N/A
Customer contracts/relationships and covenants not to compete
26,784
(12,241)
14,543
14.2
Technology
1,253
(1,104)
149
3.0
Provider networks
4,203
(1,072)
3,131
20.0
Value of Business Acquired
590
(201)
389
20.0
Other
838
(314)
524
9.3
Total
$
44,166 $
(14,932) $
29,234
14.5
Amortization expense for intangible assets totaled $2.0 billion, $1.9 billion and $1.8 billion for the years ended December 31,
2024, 2023 and 2022, respectively. The projected annual amortization expense for the Company's intangible assets for the next
five years is as follows:
In millions
2025
$
1,981
2026
1,704
2027
1,590
2028
1,316
2029
1,239
149
7.
Leases
The Company leases most of its retail stores, mail order facilities and primary care centers, as well as certain distribution
centers and corporate offices under operating or finance leases, typically with initial terms of 15 to 25 years. The Company also
leases certain equipment and other assets under operating or finance leases, typically with initial terms of 3 to 10 years.
In addition, the Company leases pharmacy space at the stores of another retail chain for which the noncancelable contractual
term of the pharmacy lease arrangement exceeds the remaining estimated economic life of the buildings. For these pharmacy
lease arrangements, the Company concluded that for accounting purposes the lease term was the remaining estimated economic
life of the buildings. Consequently, most of these individual pharmacy leases are finance leases.
The following table is a summary of the components of net lease cost for the years ended December 31, 2024, 2023 and 2022:
In millions
2024
2023
2022
Operating lease cost
$
2,423 $
2,532 $
2,579
Finance lease cost:
Amortization of right-of-use assets
92
84
79
Interest on lease liabilities
71
73
68
Total finance lease costs
163
157
147
Short-term lease costs
33
22
27
Variable lease costs
635
635
610
Less: sublease income
(67)
(63)
(61)
Net lease cost
$
3,187 $
3,283 $
3,302
Supplemental cash flow information related to leases for the years ended December 31, 2024, 2023 and 2022 was as follows:
In millions
2024
2023
2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows paid for operating leases
$
2,733 $
2,756 $
2,689
Operating cash flows paid for interest portion of finance leases
71
73
68
Financing cash flows paid for principal portion of finance leases
74
70
62
Right-of-use assets obtained in exchange for lease obligations:
Operating leases
852
1,132
591
Finance leases
30
(4)
232
150
Supplemental balance sheet information related to leases as of December 31, 2024 and 2023 is as follows:
In millions, except remaining lease term and discount rate
2024
2023
Operating leases:
Operating lease right-of-use assets
$
15,944
$
17,252
Current portion of operating lease liabilities
$
1,751
$
1,741
Long-term operating lease liabilities
14,899
16,034
Total operating lease liabilities
$
16,650
$
17,775
Finance leases:
Property and equipment, gross
$
1,587
$
1,604
Accumulated depreciation
(447)
(375)
Property and equipment, net
$
1,140
$
1,229
Current portion of long-term debt
$
65
$
66
Long-term debt
1,295
1,325
Total finance lease liabilities
$
1,360
$
1,391
Weighted average remaining lease term
(in years)
Operating leases
10.7
11.4
Finance leases
16.5
17.3
Weighted average discount rate
Operating leases
4.6 %
4.5 %
Finance leases
5.1 %
5.0 %
The following table summarizes the maturity of lease liabilities under finance and operating leases as of December 31, 2024:
In millions
Finance
Leases
Operating
Leases
Note (1)
Total
2025
$
144 $
2,683 $
2,827
2026
135
2,528
2,663
2027
132
2,343
2,475
2028
129
2,167
2,296
2029
127
1,911
2,038
Thereafter
1,371
9,557
10,928
Total lease payments
Note (2)
2,038
21,189
23,227
Less: imputed interest
(678)
(4,539)
(5,217)
Total lease liabilities
$
1,360 $
16,650 $
18,010
_____________________________________________
Note (1)
Future operating lease payments have not been reduced by minimum sublease rentals of $297 million due in the future under noncancelable subleases.
Note (2)
The Company leases pharmacy and clinic space from Target Corporation. Amounts related to such finance and operating leases are reflected above.
Pharmacy lease amounts due in excess of the remaining estimated economic life of the buildings of approximately $2.2 billion are not reflected in this
table since the estimated economic life of the buildings is shorter than the contractual term of the pharmacy lease arrangement.
Store Impairment Charges
During the year ended December 31, 2024, the Company recorded a store impairment charge of $483 million related to
operating and financing lease right-of-use assets in connection with its enterprise-wide restructuring plan. See Note 3
''Restructuring'' for additional information on the Company's store impairment charges.
151
Office Real Estate Optimization Charges
The Company evaluates its corporate office real estate space in response to its ongoing flexible work arrangement and evaluates
its current real estate space and changes in employee work arrangement requirements to ensure it has the appropriate space to
support the business. As a result of this assessment, the Company determined that it would vacate and abandon certain leased
corporate office spaces. During the year ended December 31, 2022, the Company recorded office real estate optimization
charges of $117 million, primarily consisting of $71 million related to operating lease right-of-use assets and $44 million
related to property and equipment. During the year ended December 31, 2023, the Company recorded $46 million of office real
estate optimization charges, primarily consisting of $20 million related to operating lease right-of-use assets and $18 million
related to property and equipment. During the year ended December 31, 2024, the Company recorded $30 million of office real
estate optimization charges, primarily consisting of $14 million related to operating lease right-of-use assets and $14 million
related to property and equipment. The office real estate optimization charges were recorded in operating expenses within each
segment.
152
8.
Health Care Costs Payable
The following is information about incurred and cumulative paid health care claims development as of December 31, 2024, net
of reinsurance, and the total IBNR liabilities plus expected development on reported claims included within the net incurred
claims amounts. See Note 1 ''Significant Accounting Policies'' for information on how the Company estimates IBNR reserves
and health care costs payable as well as changes to those methodologies, if any. The Company's estimate of IBNR liabilities is
primarily based on trend and completion factors. Claim frequency is not used in the calculation of the Company's liability. In
addition, it is impracticable to disclose claim frequency information for health care claims due to the Company's inability to
gather consistent claim frequency information across its multiple claims processing systems. Any claim frequency count
disclosure would not be comparable across the Company's different claim processing systems and would not be consistent from
period to period based on the volume of claims processed through each system. As a result, health care claim count frequency is
not included in the disclosures below.
The information about incurred and paid health care claims development for the year ended December 31, 2023 is presented as
required unaudited supplemental information.
In millions
Incurred Health Care Claims,
Net of Reinsurance
For the Years Ended December 31,
Date of Service
2023
2024
(Unaudited)
2023
$
82,362 $
81,559
2024
109,458
Total $
191,017
In millions
Cumulative Paid Health Care Claims,
Net of Reinsurance
For the Years Ended December 31,
Date of Service
2023
2024
(Unaudited)
2023
$
72,175 $
81,044
2024
97,155
Total
$
178,199
All outstanding liabilities for health care costs payable prior to 2023, net of reinsurance
128
Total outstanding liabilities for health care costs payable, net of reinsurance $
12,946
At December 31, 2024, the Company's liabilities for IBNR plus expected development on reported claims totaled
approximately $11.3 billion. Substantially all of the Company's liabilities for IBNR plus expected development on reported
claims at December 31, 2024 related to the current calendar year.
The reconciliation of the December 31, 2024 health care net incurred and paid claims development tables to the health care
costs payable liability on the consolidated balance sheet were as follows:
In millions
December 31, 2024
Short-duration health care costs payable, net of reinsurance
$
12,946
Reinsurance recoverables
81
Insurance lines other than short duration
282
Other non-insurance health care costs payable
1,755
Total health care costs payable
$
15,064
153
The following table shows the components of the change in health care costs payable during the years ended December 31,
2024, 2023 and 2022:
In millions
2024
2023
2022
Health care costs payable, beginning of period
$
12,049 $
10,142 $
8,678
Less: Reinsurance recoverables
5
5
8
Less: Impact of discount rate on long-duration insurance reserves
Note (1)
(23)
8
_
Health care costs payable, beginning of period, net
12,067
10,129
8,670
Acquisition, net
_
1,098
_
Add: Components of incurred health care costs
Current year
115,774
86,639
71,399
Prior years
(947)
(685)
(654)
Total incurred health care costs
Note (2)
114,827
85,954
70,745
Less: Claims paid
Current year
101,583
75,529
61,640
Prior years
10,327
9,585
7,646
Total claims paid
111,910
85,114
69,286
Health care costs payable, end of period, net
14,984
12,067
10,129
Add: Reinsurance recoverables
81
5
5
Add: Impact of discount rate on long-duration insurance reserves
Note (1)
(1)
(23)
8
Health care costs payable, end of period
$
15,064 $
12,049 $
10,142
_____________________________________
Note (1)
Reflects the difference between the current discount rate and the locked-in discount rate on long-duration insurance reserves which is recorded within
accumulated other comprehensive loss on the consolidated balance sheets.
Note (2)
Total incurred health care costs for the years ended December 31, 2024, 2023 and 2022 in the table above exclude $107 million, $83 million and $79
million, respectively, of health care costs recorded in the Health Care Benefits segment that are included in other insurance liabilities on the consolidated
balance sheets and $187 million, $210 million and $249 million, respectively, of health care costs recorded in the Corporate/Other segment that are
included in other insurance liabilities on the consolidated balance sheets.
The Company's estimates of prior years' health care costs payable decreased by $947 million, $685 million and $654 million in
2024, 2023 and 2022, respectively, because claims were settled for amounts less than originally estimated (i.e., the amount of
claims incurred was lower than originally estimated), primarily due to lower health care cost trends as well as the actual claim
submission time being faster than originally assumed (i.e., the Company's completion factors were higher than originally
assumed) in estimating health care costs payable at the end of the prior year. This development does not directly correspond to
an increase in the Company's operating results as these reductions were offset by estimated current period health care costs
when the Company established the estimate of the current year health care costs payable.
154
9.
Other Insurance Liabilities and Separate Accounts
Future Policy Benefits
The following tables show the components of the change in the liability for future policy benefits, which is included in other
insurance liabilities and other long-term insurance liabilities on the consolidated balance sheets, during the years ended
December 31, 2024 and 2023:
In millions
2024
Large Case
Pensions
Long-Term
Care
Present value of expected net premiums
Note (1)
Liability for future policy benefits, beginning of period - current discount rate
$
293
Beginning liability for future policy benefits at original (locked-in) discount rate
$
288
Effect of changes in cash flow assumptions
_
Effect of actual variances from expected experience
16
Adjusted beginning liability for future policy benefits - original (locked-in) discount rate
304
Interest accrual (using locked-in discount rate)
14
Net premiums (actual)
(38)
Ending liability for future policy benefits at original (locked-in) discount rate
280
Effect of changes in discount rate assumptions
(5)
Liability for future policy benefits, end of period - current discount rate
$
275
Present value of expected future policy benefits
Liability for future policy benefits, beginning of period - current discount rate
$
2,139 $
1,640
Beginning liability for future policy benefits at original (locked-in) discount rate
$
2,251 $
1,632
Effect of changes in cash flow assumptions
_
_
Effect of actual variances from expected experience
(27)
6
Adjusted beginning liability for future policy benefits - original (locked-in) discount rate
2,224
1,638
Issuances
30
_
Interest accrual (using locked-in discount rate)
91
83
Benefit payments (actual)
(255)
(74)
Ending liability for future policy benefits at original (locked-in) discount rate
2,090
1,647
Effect of changes in discount rate assumptions
(173)
(95)
Liability for future policy benefits, end of period - current discount rate
$
1,917 $
1,552
Net liability for future policy benefits
$
1,917 $
1,277
Less: Reinsurance recoverable
_
_
Net liability for future policy benefits, net of reinsurance recoverable
$
1,917 $
1,277
_____________________________________________
Note (1)
The present value of expected net premiums is equivalent to the present value of expected gross premiums for the long-term care insurance contracts as
net premiums are set equal to gross premiums.
155
In millions
2023
Large Case
Pensions
Long-Term
Care
Present value of expected net premiums
Note (1)
Liability for future policy benefits, beginning of period - current discount rate
$
300
Beginning liability for future policy benefits at original (locked-in) discount rate
$
302
Effect of changes in cash flow assumptions
_
Effect of actual variances from expected experience
10
Adjusted beginning liability for future policy benefits - original (locked-in) discount rate
312
Interest accrual (using locked-in discount rate)
15
Net premiums (actual)
(39)
Ending liability for future policy benefits at original (locked-in) discount rate
288
Effect of changes in discount rate assumptions
5
Liability for future policy benefits, end of period - current discount rate
$
293
Present value of expected future policy benefits
Liability for future policy benefits, beginning of period - current discount rate
$
2,253 $
1,566
Beginning liability for future policy benefits at original (locked-in) discount rate
$
2,425 $
1,613
Effect of changes in cash flow assumptions
_
_
Effect of actual variances from expected experience
(3)
8
Adjusted beginning liability for future policy benefits - original (locked-in) discount rate
2,422
1,621
Issuances
8
_
Interest accrual (using locked-in discount rate)
97
82
Benefit payments (actual)
(276)
(71)
Ending liability for future policy benefits at original (locked-in) discount rate
2,251
1,632
Effect of changes in discount rate assumptions
(112)
8
Liability for future policy benefits, end of period - current discount rate
$
2,139 $
1,640
Net liability for future policy benefits
$
2,139 $
1,347
Less: Reinsurance recoverable
_
_
Net liability for future policy benefits, net of reinsurance recoverable
$
2,139 $
1,347
_____________________________________________
Note (1)
The present value of expected net premiums is equivalent to the present value of expected gross premiums for the long-term care insurance contracts as
net premiums are set equal to gross premiums.
The Company did not have any material differences between the actual experience and expected experience for the significant
assumptions used in the computation of the liability for future policy benefits.
156
The amount of undiscounted expected gross premiums and expected future benefit payments for long-duration insurance
liabilities as of December 31, 2024 and 2023 were as follows:
In millions
2024
2023
Large case pensions
Expected future benefit payments
$
3,024
$
3,266
Expected gross premiums
-
-
Long-term care
Expected future benefit payments
$
3,189
$
3,224
Expected gross premiums
399
414
The weighted-average interest rate used in the measurement of the long-duration insurance liabilities as of December 31, 2024
and 2023 were as follows:
2024
2023
Large case pensions
Interest accretion rate
4.20 %
4.20 %
Current discount rate
5.46 %
4.93 %
Long-term care
Interest accretion rate
5.11 %
5.11 %
Current discount rate
5.70 %
5.08 %
The weighted-average durations (in years) of the long-duration insurance liabilities as of December 31, 2024 and 2023 were as
follows:
2024
2023
Large case pensions
7.3
7.3
Long-term care
11.7
12.1
157
Separate Accounts
The following table shows the fair value of assets, by major investment category, supporting Separate Accounts as of
December 31, 2024 and 2023:
In millions
2024
2023
Cash and cash equivalents
$
165
168
Debt securities:
U.S. government securities
186
573
States, municipalities and political subdivisions
14
28
U.S. corporate securities
524
1,632
Foreign securities
51
202
Residential mortgage-backed securities
71
51
Commercial mortgage-backed securities
3
6
Other asset-backed securities
7
15
Total debt securities
856
2,507
Common/collective trusts
2,478
529
Total
Note (1)
$
3,499 $
3,204
_____________________________________________
Note (1)
Excludes $188 million of other payables and $46 million of other receivables at December 31, 2024 and 2023, respectively.
The following table shows the components of the change in Separate Accounts liabilities during the years ended December 31,
2024 and 2023:
In millions
2024
2023
Separate Accounts liability, beginning of the period
$
3,250 $
3,228
Premiums and deposits
964
860
Surrenders and withdrawals
(277)
(9)
Benefit payments
(978)
(938)
Investment earnings
348
100
Net transfers from general account
13
7
Other
(9)
2
Separate Accounts liability, end of the period
$
3,311 $
3,250
Cash surrender value, end of the period
$
1,987 $
2,181
The Company did not recognize any gains or losses on assets transferred to Separate Accounts during the years ended
December 31, 2024 or 2023.
158
10.
Borrowings and Credit Agreements
The following table is a summary of the Company's borrowings as of December 31, 2024 and 2023:
In millions
2024
2023
Short-term debt
Commercial paper
$
2,119 $
200
Long-term debt
3.375% senior notes due August 2024
-
650
2.625% senior notes due August 2024
-
1,000
3.5% senior notes due November 2024
-
750
5% senior notes due December 2024
-
299
4.1% senior notes due March 2025
724
950
3.875% senior notes due July 2025
2,828
2,828
5% senior notes due February 2026
1,500
1,500
2.875% senior notes due June 2026
1,750
1,750
3% senior notes due August 2026
750
750
3.625% senior notes due April 2027
750
750
6.25% senior notes due June 2027
372
372
1.3% senior notes due August 2027
2,250
2,250
4.3% senior notes due March 2028
5,000
5,000
5% senior notes due January 2029
1,000
1,000
5.4% senior notes due June 2029
1,000
-
3.25% senior notes due August 2029
1,750
1,750
5.125% senior notes due February 2030
1,500
1,500
3.75% senior notes due April 2030
1,500
1,500
1.75% senior notes due August 2030
1,250
1,250
5.25% senior notes due January 2031
750
750
1.875% senior notes due February 2031
1,250
1,250
5.55% senior notes due June 2031
1,000
-
2.125% senior notes due September 2031
1,000
1,000
5.25% senior notes due February 2033
1,750
1,750
5.3% senior notes due June 2033
1,250
1,250
5.7% senior notes due June 2034
1,250
-
4.875% senior notes due July 2035
652
652
6.625% senior notes due June 2036
771
771
6.75% senior notes due December 2037
533
533
4.78% senior notes due March 2038
5,000
5,000
6.125% senior notes due September 2039
447
447
4.125% senior notes due April 2040
602
1,000
2.7% senior notes due August 2040
367
1,250
5.75% senior notes due May 2041
133
133
4.5% senior notes due May 2042
500
500
4.125% senior notes due November 2042
226
500
5.3% senior notes due December 2043
750
750
4.75% senior notes due March 2044
375
375
6% senior notes due June 2044
750
-
5.125% senior notes due July 2045
3,500
3,500
3.875% senior notes due August 2047
537
1,000
5.05% senior notes due March 2048
8,000
8,000
4.25% senior notes due April 2050
399
750
159
5.625% senior notes due February 2053
1,250
1,250
5.875% senior notes due June 2053
1,250
1,250
6.05% senior notes due June 2054
1,000
-
6% senior notes due June 2063
750
750
6.75% series B junior subordinated notes due December 2054
750
-
7% series A junior subordinated notes due March 2055
2,250
-
Finance lease liabilities
1,360
1,391
Other
302
309
Total debt principal
66,747
62,160
Debt premiums
170
186
Debt discounts and deferred financing costs
(647)
(736)
66,270
61,610
Less:
Short-term debt (commercial paper)
(2,119)
(200)
Current portion of long-term debt
(3,624)
(2,772)
Long-term debt
$
60,527 $
58,638
The following is a summary of the Company's required repayments of long-term debt principal due during each of the next
five years and thereafter, as of December 31, 2024:
In millions
2025
$
3,559
2026
4,007
2027
3,379
2028
5,007
2029
3,758
Thereafter
43,558
Subtotal
63,268
Commercial paper
2,119
Finance lease liabilities
Note (1)
1,360
Total debt principal
$
66,747
_____________________________________________
Note (1)
See Note 7 ''Leases'' for a summary of maturities of the Company's finance lease liabilities.
Short-term Borrowings
Commercial Paper and Back-up Credit Facilities
The Company had $2.1 billion of commercial paper outstanding at a weighted average interest rate of 4.98% as of
December 31, 2024. The Company had $200 million of commercial paper outstanding at a weighted interest rate of 4.31% as of
December 31, 2023. In connection with its commercial paper program, the Company maintains a $2.5 billion, five-year
unsecured back-up revolving credit facility, which expires on May 11, 2027, a $2.5 billion, five-year unsecured back-up
revolving credit facility, which expires on May 16, 2028, and a $2.5 billion, five-year unsecured back-up revolving credit
facility, which expires on May 16, 2029. The credit facilities allow for borrowings at various rates that are dependent, in part,
on the Company's public debt ratings and require the Company to pay a weighted average quarterly facility fee of
approximately 0.03%, regardless of usage. As of December 31, 2024 and 2023, there were no borrowings outstanding under
any of the Company's back-up credit facilities.
Term Loan Agreement
On March 25, 2024, the Company entered into a 364-day $3.0 billion term loan credit agreement. The term loan credit
agreement allowed for borrowings at various rates that were dependent, in part, on the Company's public debt ratings. On May
9, 2024, following the issuance of the $5.0 billion in senior notes described under "Long-term Borrowings" below, the term
160
loan credit agreement terminated. There were no borrowings under the term loan credit agreement through the date of
termination.
On May 1, 2023, the Company entered into a 364-day $5.0 billion term loan agreement. The term loan agreement allowed for
borrowings at various rates that were dependent, in part, on the Company's debt ratings. On May 2, 2023, the Company
borrowed $5.0 billion at an interest rate of approximately 6.2% under the term loan agreement to fund a portion of the Oak
Street Health acquisition purchase price. On June 2, 2023, the Company repaid the outstanding balance under the term loan
agreement.
FHLBB
A subsidiary of the Company is a member of the FHLBB. As a member, the subsidiary has the ability to obtain cash advances,
subject to certain minimum collateral requirements. The maximum borrowing capacity available from the FHLBB as of
December 31, 2024 was approximately $1.2 billion. As of December 31, 2024 and 2023, there were no outstanding advances
from the FHLBB.
Long-term Borrowings
2024 Notes
On December 10, 2024, the Company issued $2.25 billion aggregate principal amount of 7.0% fixed-to-fixed rate series A
junior subordinated notes due March 2055 and $750 million aggregate principal amount of 6.75% fixed-to-fixed rate series B
junior subordinated notes due December 2054 for total proceeds of approximately $3.0 billion, net of discounts and
underwriting fees. The series A junior subordinated notes bear interest at 7.0% per year until March 10, 2030, at which time the
rate will reset March 10th of every fifth year, provided that the interest rate will not reset below the initial interest rate. The
series B junior subordinated notes bear interest at 6.75% per year until December 10, 2034, at which time the rate will reset
December 10th of every fifth year, provided that the interest rate will not reset below the initial interest rate. The series A and
series B junior subordinated notes pay interest semi-annually and may be redeemed at any time beginning 90 days prior to their
respective first interest rate reset date and on any interest payment date thereafter, in whole or in part at a defined redemption
price plus accrued interest. The net proceeds of these offerings were used for the early extinguishment of certain of the
Company's senior notes as described below and the remaining proceeds after the early extinguishment of debt were used for
general corporate purposes.
On May 9, 2024, the Company issued $1.0 billion aggregate principal amount of 5.4% senior notes due June 2029, $1.0 billion
aggregate principal amount of 5.55% senior notes due June 2031, $1.25 billion aggregate principal amount of 5.7% senior notes
due June 2034, $750 million aggregate principal amount of 6.0% senior notes due June 2044 and $1.0 billion aggregate
principal amount of 6.05% senior notes due June 2054 for total proceeds of approximately $5.0 billion, net of discounts and
underwriting fees. The net proceeds of these offerings were used for general corporate purposes.
2023 Notes
On June 2, 2023, the Company issued $1.0 billion aggregate principal amount of 5.0% senior notes due January 2029,
$750 million aggregate principal amount of 5.25% senior notes due January 2031, $1.25 billion aggregate principal amount of
5.3% senior notes due June 2033, $1.25 billion aggregate principal amount of 5.875% senior notes due June 2053 and
$750 million aggregate principal amount of 6.0% senior notes due June 2063 for total proceeds of approximately $4.9 billion,
net of discounts and underwriting fees. The net proceeds of these offerings were used, along with cash on hand, to repay the
outstanding balance under the term loan agreement described above.
On February 21, 2023, the Company issued $1.5 billion aggregate principal amount of 5.0% senior notes due February 2026,
$1.5 billion aggregate principal amount of 5.125% senior notes due February 2030, $1.75 billion aggregate principal amount of
5.25% senior notes due February 2033 and $1.25 billion aggregate principal amount of 5.625% senior notes due February 2053
for total proceeds of approximately $6.0 billion, net of discounts and underwriting fees. The net proceeds of these offerings
were used to fund general corporate purposes, including a portion of the Signify Health Acquisition purchase price.
Oak Street Health
Convertible Notes
Prior to the Oak Street Health Acquisition, Oak Street Health held 0% convertible senior notes with an aggregate principal
amount of $920 million (the "Convertible Notes"), which were assumed by the Company in connection with the Oak Street
Health Acquisition. The Oak Street Health Acquisition constituted a fundamental change in the Convertible Notes giving the
holders the right to require the Company to repurchase the Convertible Notes. The repurchase price was an amount in cash
equal to 100% of the principal amount of the Convertible Notes. On May 31, 2023, the Company issued a notice of repurchase
to the holders of the Convertible Notes. In connection with this notice, $917 million of the Convertible Notes were submitted
161
for repurchase and settled on July 21, 2023. Substantially all of the remaining $3 million of the Convertible Notes were
submitted for repurchase and settled on October 20, 2023.
Gain on Early Extinguishment of Debt
In December 2024, pursuant to a cash tender offer, the Company repaid approximately $2.6 billion of its outstanding senior
notes for a cash payment of approximately $2.0 billion. The senior notes purchased include: $226 million of its 4.1% senior
notes due March 2025, $398 million of its 4.125% senior notes due April 2040, $883 million of its 2.7% senior notes due
August 2040, $274 million of its 4.125% senior notes due November 2042, $463 million of its 3.875% senior notes due August
2047 and $351 million of its 4.25% senior notes due April 2050. In connection with the purchase of such senior notes, the
Company recognized a total gain on early extinguishment of debt of $491 million, net of unamortized deferred financing costs
and incurred fees.
Debt Covenants
The Company's back-up revolving credit facilities and unsecured senior notes contain customary restrictive financial and
operating covenants. These covenants do not include an acceleration of the Company's debt maturities in the event of a
downgrade in the Company's credit ratings. The Company does not believe the restrictions contained in these covenants
materially affect its financial or operating flexibility. As of December 31, 2024, the Company was in compliance with all of its
debt covenants.
11.
Pension Plans and Other Postretirement Benefits
Defined Contribution Plans
As of December 31, 2024, the Company sponsors several active 401(k) savings plans that cover all employees who meet plan
eligibility requirements.
The Company makes matching contributions consistent with the provisions of the respective plans. At the participant's option,
account balances, including the Company's matching contribution, can be invested among various investment options under
each plan. The CVS Health Future Fund 401(k) Plan offers CVS Health Corporation's common stock fund as an investment
option. The Company also maintains nonqualified, unfunded deferred compensation plans for certain key employees. The plans
provide participants the opportunity to defer portions of their eligible compensation and for certain nonqualified plans,
participants receive matching contributions equivalent to what they could have received under the CVS Health Future Fund
401(k) Plan absent certain restrictions and limitations under the Internal Revenue Code. The Company's contributions under its
defined contribution plans were $610 million, $581 million and $567 million in the years ended December 31, 2024, 2023 and
2022, respectively.
Defined Benefit Pension Plans
The Company sponsors a tax-qualified defined benefit pension plan that was frozen in 2010 and a nonqualified supplemental
pension plan that was frozen in 2007. The Company also sponsors several other defined benefit pension plans that are unfunded
nonqualified supplemental retirement plans.
162
Pension Benefit Obligation and Plan Assets
The following tables outline the change in pension benefit obligation and plan assets over the specified periods:
In millions
2024
2023
Change in benefit obligation:
Benefit obligation, beginning of year
$
4,736 $
4,740
Interest cost
222
231
Actuarial loss (gain)
(262)
145
Benefit payments
(347)
(380)
Benefit obligation, end of year
4,349
4,736
Change in plan assets:
Fair value of plan assets, beginning of year
5,379
5,346
Actual return on plan assets
133
389
Employer contributions
23
24
Benefit payments
(347)
(380)
Fair value of plan assets, end of year
5,188
5,379
Funded status
$
839 $
643
The change in the pension benefit obligation during the years ended December 31, 2024 and 2023 was primarily driven by the
change in the discount rate during each respective period.
The assets (liabilities) recognized on the consolidated balance sheets at December 31, 2024 and 2023 for the defined benefit
pension plans consisted of the following:
In millions
2024
2023
Noncurrent assets reflected in other assets
$
1,030 $
856
Current liabilities reflected in accrued expenses and other current liabilities
(22)
(24)
Noncurrent liabilities reflected in other long-term liabilities
(169)
(189)
Net assets
$
839 $
643
Net Periodic Benefit Cost (Income)
The components of net periodic benefit cost (income) for the years ended December 31, 2024, 2023 and 2022 are shown below:
In millions
2024
2023
2022
Components of net periodic benefit cost (income):
Interest cost
$
222 $
231 $
132
Expected return on plan assets
(327)
(326)
(309)
Amortization of net actuarial loss
1
1
3
Settlement losses
-
-
1
Net periodic benefit cost (income)
$
(104) $
(94) $
(173)
Pension Plan Assumptions
The Company uses a series of actuarial assumptions to determine its benefit obligation and net periodic benefit income, the
most significant of which include discount rates and expected return on plan assets assumptions.
Discount Rates
- The discount rate is determined using a yield curve as of the annual measurement date. The yield
curve consists of a series of individual discount rates, with each discount rate corresponding to a single point in time,
based on high-quality bonds. Projected benefit payments are discounted to the measurement date using the
corresponding rate from the yield curve that is consistent with the maturity profile of the expected liability cash flows.
163
Expected Return on Plan Assets
- The expected long-term rate of return on plan assets is determined by using the
plan's target allocation and return expectations based on many factors including forecasted long-term capital market
real returns and the inflationary outlook on a plan by plan basis. See "Pension Plan Assets" below for additional details
regarding the pension plan assets as of December 31, 2024 and 2023.
The Company also considers other assumptions including mortality, interest crediting rate, termination and retirement rates, and
cost of living adjustments.
The Company determined its benefit obligation based on the following weighted average assumptions as of December 31, 2024
and 2023:
2024
2023
Discount rate
5.6 %
5.0 %
The Company determined its net periodic benefit cost (income) based on the following weighted average assumptions for the
years ended December 31, 2024, 2023 and 2022:
2024
2023
2022
Discount rate
4.9 %
5.1 %
2.3 %
Expected long-term rate of return on plan assets
6.3 %
6.3 %
4.8 %
Pension Plan Assets
The Company's pension plan assets primarily include debt and equity securities held in separate accounts, common/collective
trusts, as well as Private Real Estate, Farmland, Public Real Estate and Public Infrastructure (collectively referred to as "Real
Assets") and private credit. The valuation methodologies used to value these debt and equity securities and common/collective
trusts are similar to the methodologies described in Note 5 "Fair Value." Pension plan assets also include investments in other
assets that are carried at fair value. The following is a description of the valuation methodologies used to value private real
estate investments and these additional investments, including the general classification pursuant to the fair value hierarchy.
Private real estate
- Private real estate investments are valued by independent third-party appraisers. The appraisals
comply with the Uniform Standards of Professional Appraisal Practice, which include, among other things, the
income, cost, and sales comparison approaches to estimating property value. Therefore, these investments are
classified in Level 3.
Private equity, private credit and hedge fund limited partnerships
- Private equity and hedge fund limited partnerships
are carried at fair value which is estimated using the NAV per unit as reported by the administrator of the underlying
investment fund as a practical expedient to fair value. Therefore, these investments have been excluded from the fair
value table below.
164
Pension plan assets with changes in fair value measured on a recurring basis at December 31, 2024 were as follows:
In millions
Level 1
Level 2
Level 3
Total
Cash and cash equivalents
$
32 $
67 $
- $
99
Debt securities:
U.S. government securities
481
6
-
487
States, municipalities and political subdivisions
-
70
-
70
U.S. corporate securities
-
2,752
1
2,753
Foreign securities
-
98
-
98
Residential mortgage-backed securities
-
7
-
7
Commercial mortgage-backed securities
-
9
-
9
Other asset-backed securities
-
4
-
4
Redeemable preferred securities
-
1
-
1
Total debt securities
481
2,947
1
3,429
Equity securities:
U.S. domestic
30
-
-
30
International
12
-
-
12
Total equity securities
42
-
-
42
Other investments:
Private real estate
-
-
276
276
Common/collective trusts
Note (1)
-
502
-
502
Derivatives
-
3
-
3
Total other investments
-
505
276
781
Total pension investments
Note (2)
$
555 $
3,519 $
277 $
4,351
_____________________________________________
Note (1)
The assets in the underlying funds of common/collective trusts consist of $288 million of equity securities and $214 million of debt securities.
Note (2)
Excludes $267 million of other receivables as well as $290 million of private equity limited partnership investments and $280 million of hedge fund
limited partnership investments as these amounts are measured at NAV per share or an equivalent and are not subject to leveling within the fair value
hierarchy.
165
Pension plan assets with changes in fair value measured on a recurring basis at December 31, 2023 were as follows:
In millions
Level 1
Level 2
Level 3
Total
Cash and cash equivalents
$
12 $
69 $
- $
81
Debt securities:
U.S. government securities
518
4
-
522
States, municipalities and political subdivisions
-
94
-
94
U.S. corporate securities
-
2,649
-
2,649
Foreign securities
-
106
-
106
Residential mortgage-backed securities
-
17
-
17
Commercial mortgage-backed securities
-
9
-
9
Other asset-backed securities
-
8
-
8
Redeemable preferred securities
-
1
-
1
Total debt securities
518
2,888
-
3,406
Equity securities:
U.S. domestic
150
-
-
150
International
34
-
-
34
Total equity securities
184
-
-
184
Other investments:
Private real estate
-
-
290
290
Common/collective trusts
Note (1)
-
405
-
405
Derivatives
-
(14)
-
(14)
Total other investments
-
391
290
681
Total pension investments
Note (2)
$
714 $
3,348 $
290 $
4,352
_____________________________________________
Note (1)
The assets in the underlying funds of common/collective trusts consist of $114 million of equity securities and $291 million of debt securities.
Note (2)
Excludes $314 million of other receivables as well as $461 million of private equity limited partnership investments and $252 million of hedge fund
limited partnership investments as these amounts are measured at NAV per share or an equivalent and are not subject to leveling within the fair value
hierarchy.
The changes in the balances of Level 3 pension plan assets during the year ended December 31, 2024 were as follows:
In millions
Private
real estate
U.S. corporate
securities
Total
Beginning balance
$
290
$
- $
290
Actual return on plan assets
1
-
1
Purchases, sales and settlements
(15)
1
(14)
Transfers out of Level 3
-
-
-
Ending balance
$
276
$
1 $
277
The changes in the balances of Level 3 pension plan assets during the year ended December 31, 2023 were as follows:
In millions
Private
real estate
Beginning balance
$
325
Actual return on plan assets
(23)
Purchases, sales and settlements
(12)
Transfers out of Level 3
-
Ending balance
$
290
166
The Company's pension plan invests in a diversified mix of assets designed to generate returns that will enable the plan to meet
its future benefit obligations. The risk of unexpected investment and actuarial outcomes is regularly evaluated. This evaluation
is performed through forecasting and assessing ranges of investment outcomes over short- and long-term horizons and by
assessing the pension plan's liability characteristics. Complementary investment styles and strategies are utilized by
professional investment management firms to further improve portfolio and operational risk characteristics. Public and private
equity investments are used primarily to increase overall plan returns. Real Assets investments are viewed favorably for their
diversification benefits and above-average dividend generation. Fixed income investments provide diversification benefits and
liability hedging attributes that are desirable, especially in falling interest rate environments.
At December 31, 2024, target investment allocations for the Company's pension plan were: 7% in equity securities, 75% in
fixed income and debt securities, 7% in Real Assets, 5% in private equity limited partnerships, 2% in private credit limited
partnerships and 4% in hedge funds. Actual asset allocations may differ from target allocations due to tactical decisions to
overweight or underweight certain assets or as a result of normal fluctuations in asset values. Asset allocations are consistent
with stated investment policies and, as a general rule, periodically rebalanced back to target asset allocations. Asset allocations
and investment performance are formally reviewed periodically throughout the year by the pension plan's Investment
Subcommittee. Forecasting of asset and liability growth is performed at least annually.
Cash Flows
The Company generally contributes to its tax-qualified pension plan based on minimum funding requirements determined under
applicable federal laws and regulations. Employer contributions related to the nonqualified supplemental pension plans
generally represent payments to retirees for current benefits. The Company contributed $23 million, $24 million and $27
million to its pension plans during 2024, 2023 and 2022, respectively. No contributions were required for the tax-qualified
pension plan in 2024. The Company expects to make an immaterial amount of contributions for all other pension plans in 2025.
The Company estimates the following future benefit payments, which are calculated using the same actuarial assumptions used
to measure the pension benefit obligation as of December 31, 2024:
In millions
2025
$
389
2026
384
2027
380
2028
380
2029
371
2030-2034
1,712
Multiemployer Pension Plans
The Company also contributes to a number of multiemployer pension plans under the terms of collective-bargaining agreements
that cover its union-represented employees. The risks of participating in these multiemployer plans are different from single-
employer pension plans in the following respects: (i) assets contributed to the multiemployer plan by one employer may be used
to provide benefits to employees of other participating employers, (ii) if a participating employer stops contributing to the plan,
the unfunded obligations of the plan may be borne by the remaining participating employers, and (iii) if the Company chooses
to stop participating in some of its multiemployer plans, the Company may be required to pay those plans an amount based on
the underfunded status of the applicable plan, which is referred to as a withdrawal liability.
None of the multiemployer pension plans in which the Company participates are individually significant to the Company. The
Company's contributions to multiemployer pension plans were $19 million, $19 million and $20 million in 2024, 2023 and
2022, respectively.
Other
Postretirement Benefits
The Company provides postretirement health care and life insurance benefits to certain retirees who meet eligibility
requirements. The Company's funding policy is generally to pay covered expenses as they are incurred. For retiree medical plan
accounting, the Company reviews external data and its own historical trends for health care costs to determine the health care
cost trend rates. As of December 31, 2024 and 2023, the Company's other postretirement benefits had an accumulated
postretirement benefit obligation of $147 million and $155 million, respectively. Net periodic benefit costs related to these other
postretirement benefits were $6 million, $6 million and $4 million in 2024, 2023 and 2022, respectively.
167
The Company estimates the following future benefit payments, which are calculated using the same actuarial assumptions used
to measure the accumulated other postretirement benefit obligation as of December 31, 2024:
In millions
2025
$
12
2026
12
2027
12
2028
12
2029
12
2030-2034
59
Pursuant to various collective bargaining agreements, the Company also contributes to multiemployer health and welfare plans
that cover certain union-represented employees, The plans provide postretirement health care and life insurance benefits to
certain employees who meet eligibility requirements, The Company's contributions to multiemployer health and welfare plans
totaled $63 million, $60 million and $62 million in 2024, 2023 and 2022, respectively,
12.
Income Taxes
The income tax provision consisted of the following for the years ended December 31, 2024, 2023 and 2022:
In millions
2024
2023
2022
Current:
Federal
$
1,658 $
2,819 $
2,803
State
476
662
735
2,134
3,481
3,538
Deferred:
Federal
(453)
(537)
(1,526)
State
(119)
(139)
(503)
(572)
(676)
(2,029)
Total
$
1,562 $
2,805 $
1,509
The following table is a reconciliation of the statutory income tax rate to the Company's effective income tax rate for the years
ended December 31, 2024, 2023 and 2022:
2024
2023
2022
Statutory income tax rate
21,0 %
21,0 %
21,0 %
State income taxes, net of federal tax benefit
4,6
3,7
3,2
Legal charges
0,5
-
3,4
Basis difference upon disposition of subsidiary
-
-
1,6
Prior year refunds and unrecognized tax benefits
-
-
(2,6)
Tax credits
(1,2)
(0,3)
(0,6)
Other
0,5
0,7
(0,1)
Effective income tax rate
25,4 %
25,1 %
25,9 %
168
The following table is a summary of the components of the Company's deferred income tax assets and liabilities as of
December 31, 2024 and 2023:
In millions
2024
2023
Deferred income tax assets:
Lease and rents
$
4,763 $
5,059
Legal charges
1,109
1,205
Inventory
68
94
Employee benefits
168
168
Bad debts and other allowances
593
606
Net operating loss and capital loss carryforwards
272
409
Deferred income
47
62
Insurance reserves
381
356
Investments
21
56
Other
486
372
Valuation allowance
(301)
(385)
Total deferred income tax assets
7,607
8,002
Deferred income tax liabilities:
Retirement benefits
172
112
Lease and rents
4,125
4,469
Depreciation and amortization
7,116
7,732
Total deferred income tax liabilities
11,413
12,313
Net deferred income tax liabilities
$
3,806 $
4,311
When evaluating the realizability of deferred tax assets, the Company considers all available positive and negative evidence,
including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and
the Company's recent operating results. The Company established a valuation allowance of $301 million and $385 million as of
December 31, 2024 and 2023, respectively, because it does not consider it more likely than not that certain deferred tax assets
will be recovered.
As of December 31, 2024, the Company had net operating and capital loss carryovers of $272 million, a portion of which has
an indefinite carryforward period, while the remainder expires between 2025 and 2044.
A reconciliation of the beginning and ending balance of unrecognized tax benefits in 2024, 2023 and 2022 is as follows:
In millions
2024
2023
2022
Beginning balance
$
436 $
446 $
782
Additions based on tax positions related to the current year
—
2
5
Additions based on tax positions related to prior years
67
46
42
Reductions for tax positions of prior years
(49)
(24)
(166)
Expiration of statutes of limitation
(29)
(34)
(4)
Settlements
(1)
—
(213)
Ending balance
$
424 $
436 $
446
CVS Health Corporation and most of its subsidiaries are subject to U.S. federal income tax as well as income tax of numerous
state and local jurisdictions. The IRS has completed its examinations of the Company's consolidated U.S. federal income tax
returns for tax years through 2016, 2018 and 2019. The IRS has substantially completed its examination of the Company's
consolidated U.S. federal income tax return for tax year 2017.
CVS Health Corporation and its subsidiaries are also currently under income tax examinations by a number of state and local
tax authorities. As of December 31, 2024, no examination has resulted in any proposed adjustments that would result in a
material change to the Company's operating results, financial condition or liquidity.
169
Substantially all material state and local income tax matters have been concluded for fiscal years through 2015. Certain state
exams are likely to be concluded and certain state statutes of limitations will lapse in 2025, but the change in the balance of the
Company's uncertain tax positions is projected to be immaterial. In addition, it is reasonably possible that the Company's
unrecognized tax benefits could change within the next twelve months due to the anticipated conclusion of various
examinations with the IRS for certain previous years. An estimate of the range of the possible change cannot be made at this
time.
The Company records interest expense related to unrecognized tax benefits and penalties in the income tax provision. The
Company accrued interest expense of approximately $45 million, $31 million and $29 million in 2024, 2023 and 2022,
respectively. The Company had approximately $165 million and $134 million accrued for interest and penalties as of
December 31, 2024 and 2023, respectively.
As of December 31, 2024, the total amount of unrecognized tax benefits that, if recognized, would affect the Company's
effective income tax rate is approximately $324 million, after considering the federal benefit of state income taxes.
13.
Stock Incentive Plans
The terms of the CVS Health 2017 Incentive Compensation Plan ("ICP") provide for grants of annual incentive and long-term
performance awards to executive officers and other officers and employees of the Company or any subsidiary of the Company,
as well as equity compensation to outside directors of CVS Health Corporation. Payment of such annual incentive and long-
term performance awards will be in cash, stock, other awards or other property, at the discretion of the Management Planning
and Development Committee (the "MP&D Committee") of the Board. The ICP allows for a maximum of 92 million shares of
CVS Health Corporation common stock to be reserved and available for grants. As of December 31, 2024, there were
approximately 33 million shares of CVS Health Corporation common stock available for future grants under the ICP.
As of the Oak Street Health Acquisition Date, Oak Street Health common stock subject to awards outstanding under the Oak
Street Health, Inc. Omnibus Incentive Plan (the "Oak Street Health Plan") was converted into approximately 3.9 million shares
of CVS Health Corporation underlying replacement equity awards. In addition, in accordance with the merger agreement,
shares which were available for future issuance under the Oak Street Health Plan were converted into approximately 7 million
shares of CVS Health common stock which were reserved and available for issuance pursuant to future awards as of
December 31, 2023. Subsequent to the cancellation of the Oak Street Health plan on May 16, 2024, the ICP is the only
compensation plan under which the Company grants stock options, restricted stock and other stock-based awards to its
employees.
As of the Signify Health Acquisition Date, Signify Health common stock subject to awards outstanding under the Signify
Health, Inc. 2021 Long-Term Incentive Plan (the "Signify Plan") was converted into approximately 3.2 million shares of CVS
Health Corporation underlying replacement equity awards. In addition, in accordance with the merger agreement, shares which
were available for future issuance under the Signify Plan were converted into approximately 9 million shares of CVS Health
common stock which were reserved and available for issuance pursuant to future awards as of December 31, 2023. Subsequent
to the cancellation of the Signify Plan on May 16, 2024, the ICP is the only compensation plan under which the Company
grants stock options, restricted stock and other stock-based awards to its employees.
Stock-Based Compensation Expense
Stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as expense over
the requisite service period of the stock award (generally three to five years) using the straight-line method. The following table
is a summary of stock-based compensation for the years ended December 31, 2024, 2023 and 2022:
In millions
2024
2023
2022
Restricted stock units and performance stock units
$
461 $
497 $
369
Stock options and stock appreciation rights ("SARs")
Note (1)
79
91
78
Total stock-based compensation
Note (2)
$
540 $
588 $
447
_____________________________________________
Note (1)
Includes the Employee Stock Purchase Plan ("ESPP").
Note (2)
Total stock-based compensation for the year ended December 31, 2024 included $60 million and $41 million of post-combination expense associated with
replacement equity awards granted in connection with the Oak Street Health and Signify Health acquisitions, respectively. Total stock-based
170
compensation for the year ended December 31, 2023 included $71 million and $72 million of post-combination expense associated with replacement
equity awards granted in connection with the Oak Street Health and Signify Health acquisitions, respectively.
Restricted Stock Units and Performance Stock Units
The Company's restricted stock units and performance stock units are considered nonvested share awards and require no
payment from the employee. The fair value of the restricted stock units is based on the market price of CVS Health Corporation
common stock on the grant date and is recognized on a straight-line basis over the vesting period. For each restricted stock unit
granted, employees receive one share of common stock, net of taxes, at the end of the vesting period.
The Company's performance stock units contain performance vesting conditions in addition to a service vesting condition.
Vesting of the Company's performance stock units is dependent upon the degree to which the Company achieves its
performance goals, which are generally set for a three-year performance period and are approved at the time of grant by the
MP&D Committee.
The fair value of performance stock units granted with service and performance vesting conditions is based on the market price
of CVS Health Corporation common stock on the grant date and is recognized over the vesting period. Certain of the
performance stock units also contain a market vesting condition based on the performance of CVS Health Corporation common
stock relative to a comparator group. The fair value of these performance stock units is determined using a Monte Carlo
simulation as of the grant date and is recognized over the vesting period.
As of December 31, 2024, there was $829 million of total unrecognized compensation cost related to the Company's restricted
stock units and performance stock units that are expected to vest. These costs are expected to be recognized over a weighted-
average period of 2.2 years. The total fair value of restricted stock units vested during 2024, 2023 and 2022 was $497 million,
$525 million and $328 million, respectively.
The following table is a summary of the restricted stock unit and performance stock unit activity for the year ended
December 31, 2024:
In thousands, except weighted average grant date fair value
Units
Weighted Average
Grant Date
Fair Value
Outstanding at beginning of year, nonvested
16,994 $
77.65
Granted
9,978 $
75.97
Vested
Note (1)
(6,532) $
76.08
Forfeited
(1,928) $
78.71
Outstanding at end of year, nonvested
18,512 $
77.19
_____________________________________________
Note (1)
Vested performance stock units have been included at target level performance. Based on actual performance, the number of restricted stock units and
performance stock units vested during the year ended December 31, 2024 was 6.6 million.
Stock Options and SARs
All stock option and SARs grants are awarded at fair value on the date of grant. The fair value of stock options and SARs are
estimated using the Black-Scholes option pricing model, and stock-based compensation is recognized on a straight-line basis
over the requisite service period. Stock options and SARs granted generally become exercisable over a four-year period from
the grant date. Stock options granted through 2018 generally expire seven years after the grant date. Stock options and SARs
granted subsequent to 2018 generally expire ten years after the grant date.
The following table is a summary of stock option and SAR activity that occurred for the years ended December 31, 2024, 2023
and 2022:
In millions
2024
2023
2022
Cash received from stock options exercised (including ESPP)
$
361 $
277 $
551
Payments for taxes for net share settlement of equity awards
185
181
370
Intrinsic value of stock options and SARs exercised
33
31
118
Fair value of stock options and SARs vested
225
227
219
171
The fair value of each stock option and SAR is estimated using the Black-Scholes option pricing model based on the following
assumptions at the time of grant:
2024
2023
2022
Dividend yield
Note (1)
4.29
%
3.27
%
2.18
%
Expected volatility
Note (2)
28.36
%
28.15
%
27.34
%
Risk-free interest rate
Note (3)
4.13
%
3.55
%
2.46
%
Expected life (in years)
Note (4)
5.3
5.9
6.3
Weighted-average grant date fair value
$ 11.31
$ 21.78
$ 24.15
_____________________________________________
Note (1)
The dividend yield is based on annual dividends paid and the fair market value of CVS Health Corporation stock at the grant date.
Note (2)
The expected volatility is estimated based on the historical volatility of CVS Health Corporation's daily stock price over a period equal to the expected
life of each option grant after adjustments for infrequent events such as stock splits.
Note (3)
The risk-free interest rate is selected based on yields from U.S. Treasury zero-coupon issues with a remaining term equal to the expected term of the
options being valued.
Note (4)
The expected life represents the number of years the options are expected to be outstanding from grant date based on historical option or SAR holder
exercise experience.
As of December 31, 2024, unrecognized compensation expense related to unvested stock options and SARs totaled $44 million,
which the Company expects to be recognized over a weighted-average period of 2.24 years. After considering anticipated
forfeitures, the Company expects approximately 7 million of the unvested stock options and SARs to vest over the requisite
service period.
The following table is a summary of the Company's stock option and SAR activity for the year ended December 31, 2024:
In thousands, except weighted average exercise price and remaining
contractual term
Shares
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value
Outstanding at beginning of year
15,126 $
68.13
Granted
4,435 $
68.91
Exercised
(2,806) $
59.61
Forfeited
(1,046) $
79.05
Expired
(690) $
78.69
Outstanding at end of year
15,019 $
68.69
5.10 $
3,279
Exercisable at end of year
7,579 $
65.01
3.25
1,939
Vested at end of year and expected to vest in the future
14,646 $
68.66
5.02
3,252
ESPP
The Company's ESPP provides for the purchase of up to 60 million shares of CVS Health Corporation common stock. Under
the ESPP, eligible employees may purchase common stock at the end of each six month offering period at a purchase price
equal to 90% of the lower of the fair market value on the first day or the last day of the offering period. During 2024,
approximately 4 million shares of common stock were purchased under the provisions of the ESPP at an average price of
$58.57 per share. As of December 31, 2024, approximately 23 million shares of common stock were available for issuance
under the ESPP.
The fair value of stock-based compensation associated with the ESPP is estimated on the date of grant (the first day of the six-
month offering period) using the Black-Scholes option pricing model.
172
The following table is a summary of the assumptions used to value the ESPP awards for the years ended December 31. 2024.
2023 and 2022:
2024
2023
2022
Dividend yield
Note (1)
2.01 %
1.54 %
1.12 %
Expected
volatility
Note (2)
31.40 %
25.61 %
23.54 %
Risk-free interest rate
Note (3)
5.31 %
5.17 %
1.42 %
Expected life (in years)
Note (4)
0.5
0.5
0.5
Weighted-average grant date fair value
$
12.39
$
14.26
$
16.25
_____________________________________________
Note (1)
The dividend yield is calculated based on semi-annual dividends paid and the fair market value of CVS Health Corporation stock at the grant date.
Note (2)
The expected volatility is estimated based on the historical volatility of CVS Health Corporation's daily stock price over the previous six month period.
Note (3)
The risk-free interest rate is selected based on the Treasury constant maturity interest rate whose term is consistent with the expected term of ESPP
purchases (i.e.. six months).
Note (4)
The expected life is based on the semi-annual purchase period.
14.
Shareholders' Equity
Share Repurchases
The following share repurchase programs have been authorized by the Board:
In billions
Authorization Date
Authorized
Remaining as of
December 31, 2024
November 17. 2022 ("2022 Repurchase Program")
$
10.0 $
10.0
December 9. 2021 ("2021 Repurchase Program")
10.0
1.5
Each of the share Repurchase Programs was effective immediately and permit the Company to effect repurchases from time to
time through a combination of open market repurchases. privately negotiated transactions. accelerated share repurchase
("ASR") transactions. and/or other derivative transactions. Both the 2022 and 2021 Repurchase Programs can be modified or
terminated
by
the Board
at any
time.
During the years ended December 31. 2024. 2023 and 2022. the Company repurchased an aggregate of 39.7 million shares of
common stock for approximately $3.0 billion. an aggregate of 22.8 million shares of common stock for approximately
$2.0 billion and an aggregate of 34.1 million shares of common stock for approximately $3.5 billion. respectively. each
pursuant to the 2021 Repurchase Program. This activity includes the share repurchases under the ASR transactions described
below.
Pursuant to the authorization under the 2021 Repurchase Program. the Company entered into a $3.0 billion fixed dollar ASR
with Morgan Stanley & Co. LLC ("Morgan Stanley"). Upon payment of the $3.0 billion purchase price on January 4. 2024. the
Company received a number of shares of CVS Health Corporation's common stock equal to 85% of the $3.0 billion notional
amount of the ASR or approximately 31.4 million shares. which were placed into treasury stock in January 2024. The ASR was
accounted for as an initial treasury stock transaction for $2.6 billion and a forward contract for $0.4 billion. The forward
contract was classified as an equity instrument and was recorded within capital surplus. In March 2024. the Company received
approximately 8.3 million shares of CVS Health Corporation's common stock. representing the remaining 15% of the
$3.0 billion notional amount of the ASR. thereby concluding the ASR. These shares were placed into treasury and the forward
contract was reclassified from capital surplus to treasury stock in March 2024.
Pursuant to the authorization under the 2021 Repurchase Program. the Company entered into a $2.0 billion fixed dollar ASR
with Citibank. N.A. Upon payment of the $2.0 billion purchase price on January 4. 2023. the Company received a number of
shares of CVS Health Corporation's common stock equal to 80% of the $2.0 billion notional amount of the ASR or
approximately 17.4 million shares. which were placed into treasury stock in January 2023. The ASR was accounted for as an
initial treasury stock transaction for $1.6 billion and a forward contract for $0.4 billion. The forward contract was classified as
an equity instrument and was recorded within capital surplus. In February 2023. the Company received approximately
5.4 million shares of CVS Health Corporation's common stock. representing the remaining 20% of the $2.0 billion notional
amount of the ASR. thereby concluding the ASR. These shares were placed into treasury stock and the forward contract was
reclassified from capital surplus to treasury stock in February 2023.
173
Pursuant to the authorization under the 2021 Repurchase Program, the Company entered into a $1.5 billion fixed dollar ASR
with Barclays Bank PKC. Upon payment of the $1.5 billion purchase price on January 4, 2022, the Company received a number
of shares of CVS Health Corporation's common stock equal to 80% of the $1.5 billion notional amount of the ASR or
approximately 11.6 million shares, which were placed into treasury stock in January 2022. The ASR was accounted for as an
initial treasury stock transaction for $1.2 billion and a forward contract for $0.3 billion. The forward contract was classified as
an equity instrument and was recorded within capital surplus. In February 2022, the Company received approximately
2.7 million shares of CVS Health Corporation's common stock, representing the remaining 20% of the $1.5 billion notional
amount of the ASR, thereby concluding the ASR. These shares were placed into treasury stock and the forward contract was
reclassified from capital surplus to treasury stock in February 2022.
At the time they were received, the initial and final receipt of shares resulted in an immediate reduction of the outstanding
shares used to calculate the weighted average common shares outstanding for basic and diluted earnings per share.
Dividends
The quarterly cash dividend declared by the Board was $0.665, $0.605 and $0.55 per share in 2024, 2023 and 2022,
respectively. CVS Health Corporation has paid cash dividends every quarter since becoming a public company. Future dividend
payments will depend on the Company's earnings, capital requirements, financial condition and other factors considered
relevant by the Board.
Regulatory Requirements
The Company's insurance business operations are conducted through subsidiaries that principally consist of health maintenance
organizations ("HMOs") and insurance companies. The Company's HMO and insurance subsidiaries report their financial
statements in accordance with accounting practices prescribed by state regulatory authorities which may differ from GAAP.
The combined statutory net income for the years ended and estimated combined statutory and capital surplus at December 31,
2024, 2023 and 2022 for the Company's insurance and HMO subsidiaries were as follows:
In millions
2024
2023
2022
Statutory net income (loss)
$
(1,185) $
2,757 $
2,851
Estimated
statutory
capital and
surplus
20,085
16,961
15,503
The Company's insurance and HMO subsidiaries paid $755 million of gross dividends to the Company for the year ended
December 31, 2024.
In addition to general state law restrictions on payments of dividends and other distributions to stockholders applicable to all
corporations, HMOs and insurance companies are subject to further regulations that, among other things, may require those
companies to maintain certain levels of equity and restrict the amount of dividends and other distributions that may be paid to
their equity holders. In addition, in connection with the acquisition of Aetna, the Company made certain undertakings that
require prior regulatory approval of dividends by certain of its HMOs and insurance companies. At December 31, 2024, these
amounts were as follows:
In millions
Estimated minimum statutory surplus required by regulators
$
11,691
Investments on deposit with regulatory bodies
713
Estimated maximum dividend distributions permitted in 2025 without prior regulatory approval
1,561
Noncontrolling Interests
At December 31, 2024 and 2023, noncontrolling interests were $170 million and $175 million, respectively, primarily related to
third party interests in the Company's operating entities. The noncontrolling entities' share is included in total shareholders'
equity on the consolidated balance sheets.
174
15.
Other Comprehensive Income (Loss)
Shareholders' equity included the following activity in accumulated other comprehensive loss in 2024, 2023 and 2022:
In millions
At December 31,
2024
2023
2022
Net unrealized investment gains (losses):
Beginning of year balance
$
(429) $ (1,519) $
798
Other comprehensive income (loss) before reclassifications
($(177), $612 and $(3,021)
pretax)
(170)
603
(2,556)
Amounts reclassified from accumulated other comprehensive income (loss)
($226, $566
and $315 pretax)
Note (1)
200
487
239
Other comprehensive income (loss)
30
1,090
(2,317)
End of year balance
(399)
(429)
(1,519)
Change in discount rate on long-duration insurance reserves:
Beginning of period balance
152
219
(651)
Other comprehensive income (loss) before reclassifications
($146, $(92), and $1,126
pretax)
113
(67)
870
Other comprehensive income (loss)
113
(67)
870
End of period balance
265
152
219
Foreign currency translation adjustments:
Beginning of year balance
-
-
-
Other comprehensive loss before reclassifications
(4)
-
-
Other comprehensive loss
(4)
-
-
End of year balance
(4)
-
-
Net cash flow hedges:
Beginning of year balance
244
239
222
Other comprehensive income before reclassifications
($0, $25 and $38 pretax)
-
19
28
Amounts reclassified from accumulated other comprehensive income
($(20), $(19) and
$(15) pretax)
Note (2)
(15)
(14)
(11)
Other comprehensive income (loss)
(15)
5
17
End of year balance
229
244
239
Pension and other postretirement benefits:
Beginning of year balance
(264)
(203)
(35)
Other comprehensive income (loss) before reclassifications
($71, $(81) and $(229) pretax)
53
(61)
(170)
Amounts reclassified from accumulated other comprehensive loss
($0, $0 and $3 pretax)
Note (3)
-
-
2
Other comprehensive income (loss)
53
(61)
(168)
End of year balance
(211)
(264)
(203)
Total beginning of year accumulated other comprehensive income (loss)
(297)
(1,264)
334
Total other comprehensive income (loss)
177
967
(1,598)
Total end of year accumulated other comprehensive loss
$
(120) $
(297) $ (1,264)
---------------------------------------
Note (1)
Amounts reclassified from accumulated other comprehensive income (loss) for specifically identified debt securities are included in net investment
income in the consolidated statements of operations.
Note (2)
Amounts reclassified from accumulated other comprehensive income for specifically identified cash flow hedges are included within interest expense in
the consolidated statements of operations. The Company expects to reclassify $16 million, net of tax, in net gains associated with its cash flow hedges into
net income within the next 12 months.
175
176
Note (3)
Amounts reclassified from accumulated other comprehensive loss for specifically identified pension and other postretirement benefits are included in
other income in the consolidated statements of operations.
16.
Earnings Per Share
Earnings per share is computed using the treasury stock method. Stock options and SARs to purchase 8 million, 8 million and
4 million shares of common stock were outstanding, but were excluded from the calculation of diluted earnings per share for
the years ended December 31, 2024, 2023 and 2022, respectively, because their exercise prices were greater than the average
market price of the common shares and, therefore, the effect would be antidilutive.
The following is a reconciliation of basic and diluted earnings per share for the years ended December 31, 2024, 2023 and
2022:
In millions, except per share amounts
2024
2023
2022
Numerator for earnings per share calculation:
Net income attributable to
CVS
Health
$
4,614 $
8,344 $
4,311
Denominator for earnings per share calculation:
Weighted average shares, basic
1,259
1,285
1,312
Restricted stock units and performance stock units
2
3
6
Stock options and SARs
1
2
5
Weighted average shares, diluted
1,262
1,290
1,323
Earnings per share:
Basic
$
3.67 $
6.49 $
3.29
Diluted
$
3.66 $
6.47 $
3.26
17.
Reinsurance
The Company utilizes reinsurance agreements primarily to: (a) reduce required capital and (b) facilitate the acquisition or
disposition of certain insurance contracts. Ceded reinsurance agreements permit the Company to recover a portion of its losses
from reinsurers, although they do not discharge the Company's primary liability as the direct insurer of the risks reinsured.
In January 2025, the Company entered into three four-year reinsurance agreements with an unrelated reinsurer that allow it to
reduce required capital and provide collateralized excess of loss reinsurance coverage on a portion of the Health Care Benefits
segment's group Commercial Insured business.
Reinsurance recoverables (recorded as other current assets or other assets on the consolidated balance sheets) at December 31,
2024 and 2023 were as follows:
In millions
2024
2023
Reinsurer
Hartford Life and Accident Insurance Company
$
1,119 $
1,314
Lincoln Life & Annuity Company of New York
444
480
Individual State Reinsurance Programs
189
61
Fresenius Medical Care Reinsurance Company (Cayman) Ltd.
75
54
Resolution Life Group Holdings Ltd.
33
35
All Other
67
54
Total
$
1,927 $
1,998
Direct, assumed and ceded premiums earned for the years ended December 31, 2024, 2023 and 2022 were as follows:
In millions
2024
2023
2022
Direct
$
123,629 $
99,753 $
85,670
Assumed
471
350
432
Ceded
(1,204)
(911)
(772)
Net premiums
$
122,896 $
99,192 $
85,330
The impact of reinsurance on health care costs for the years ended December 31, 2024, 2023 and 2022 was as follows:
In millions
2024
2023
2022
Direct
$
115,974 $
86,738 $
71,357
Assumed
431
223
379
Ceded
(1,284)
(714)
(663)
Net health
care costs
$
115,121 $
86,247 $
71,073
There is not a material difference between premiums on a written basis versus an earned basis.
The Company also has various agreements with unrelated reinsurers that do not qualify for reinsurance accounting under
GAAP, and consequently are accounted for using deposit accounting. The Company entered into these contracts to reduce the
risk of catastrophic loss which in turn reduces the Company's capital and surplus requirements. Total deposit assets and
liabilities related to reinsurance agreements that do not qualify for reinsurance accounting under GAAP were not material as of
December 31, 2024 or 2023.
18.
Commitments and Contingencies
Guarantees
The Company had the following significant guarantee arrangements at December 31, 2024:
•
ASC Claim Funding Accounts - The Company has arrangements with certain banks for the processing of claim payments
for its ASC customers. The banks maintain accounts to fund claims of the Company's ASC customers. The customer is
responsible for funding the amount paid by the bank each day. In these arrangements, the Company guarantees that the
banks will not sustain losses if the responsible ASC customer does not properly fund its account. The aggregate maximum
exposure under these arrangements is generally limited to $300 million. The Company can limit its exposure to these
guarantees by suspending the payment of claims for ASC customers that have not adequately funded the amount paid by
the bank.
•
Separate Accounts Assets - Certain Separate Accounts assets associated with the large case pensions business in the
Corporate/Other segment represent funds maintained as a contractual requirement to fund specific pension annuities that
the Company has guaranteed. Minimum contractual obligations underlying the guaranteed benefits in these Separate
Accounts were approximately $857 million and $834 million
at December 31, 2024 and 2023, respectively. See Note 1
''Significant Accounting Policies'' for additional information on Separate Accounts. Contract holders assume all
investment and mortality risk and are required to maintain Separate Accounts balances at or above a specified level. The
level of required funds is a function of the risk underlying the Separate Account's investment strategy. If contract holders
do not maintain the required level of Separate Accounts assets to meet the annuity guarantees, the Company would
establish an additional liability. Contract holders' balances in the Separate Accounts at December 31, 2024
exceeded
the
value of the guaranteed benefit obligation. As a result, the Company was not required to maintain any additional liability
for its related guarantees at December 31, 2024.
Lease Guarantees
Between 1995 and 1997, the Company sold or spun off a number of subsidiaries, including Bob's Stores, Linens 'n Things and
Marshalls. In many cases, when a former subsidiary leased a store, the Company provided a guarantee of the former
subsidiary's lease obligations for the initial lease term and any extension thereof pursuant to a renewal option provided for in
the lease prior to the time of the disposition. When the subsidiaries were disposed of and accounted for as discontinued
operations, the Company's guarantees remained in place, although each initial purchaser agreed to indemnify the Company for
177
any lease obligations the Company was required to satisfy. If any of the purchasers or any of the former subsidiaries fail to
make the required payments under a store lease, the Company could be required to satisfy those obligations. As of
December 31, 2024, the Company guaranteed 61 such store leases (excluding the lease guarantees related to Linens 'n Things,
which have been recorded as a liability on the consolidated balance sheets), with the maximum remaining lease term extending
through 2035.
Guaranty Fund Assessments, Market Stabilization and Other Non-Voluntary Risk Sharing Pools
Under guaranty fund laws existing in all states, insurers doing business in those states can be assessed (in most states up to
prescribed limits) for certain obligations of insolvent insurance companies to policyholders and claimants. The life and health
insurance guaranty associations in which the Company participates that operate under these laws respond to insolvencies of
long-term care insurers and life insurers as well as health insurers. The Company's assessments generally are based on a
formula relating to the Company's health care premiums in the state compared to the premiums of other insurers. Certain states
allow assessments to be recovered over time as offsets to premium taxes. Some states have similar laws relating to HMOs and/
or other payors such as not-for-profit consumer-governed health plans established under the ACA.
In 2009, the Pennsylvania Insurance Commissioner placed long-term care insurer Penn Treaty Network America Insurance
Company and one of its subsidiaries (collectively, "Penn Treaty") in rehabilitation, an intermediate action before insolvency,
and subsequently petitioned a state court to convert the rehabilitation into a liquidation. Penn Treaty was placed in liquidation in
March 2017. The Company has recorded a liability for its estimated share of future assessments by applicable life and health
insurance guaranty associations. It is reasonably possible that in the future the Company may record a liability and expense
relating to other insolvencies which could have a material adverse effect on the Company's operating results, financial
condition and cash flows. While historically the Company has ultimately recovered more than half of guaranty fund
assessments through statutorily permitted premium tax offsets, significant increases in assessments could lead to legislative and/
or regulatory actions that limit future offsets.
HMOs in certain states in which the Company does business are subject to assessments, including market stabilization and
other risk-sharing pools, for which the Company is assessed charges based on incurred claims, demographic membership mix
and other factors. The Company establishes liabilities for these assessments based on applicable laws and regulations. In certain
states, the ultimate assessments the Company pays are dependent upon the Company's experience relative to other entities
subject to the assessment, and the ultimate liability is not known at the financial statement date. While the ultimate amount of
the assessment is dependent upon the experience of all pool participants, the Company believes it has adequate reserves to
cover such assessments.
The Company's total guaranty fund assessments liability was immaterial at both December 31, 2024 and 2023.
Litigation and Regulatory Proceedings
The Company has been involved or is currently involved in numerous legal proceedings, including litigation, arbitration,
government investigations, audits, reviews and claims. These include routine, regular and special investigations, audits and
reviews by CMS, state insurance and health and welfare departments, the U.S. Department of Justice (the "DOJ"), state
Attorneys General, the U.S. Drug Enforcement Administration (the "DEA"), the U.S. Federal Trade Commission (the "FTC")
and other governmental authorities.
Legal proceedings, in general, and securities, class action and multi-district litigation, in particular, and governmental special
investigations, audits and reviews can be expensive and disruptive. Some of the litigation matters may purport or be determined
to be class actions and/or involve parties seeking large and/or indeterminate amounts, including punitive or exemplary damages,
and may remain unresolved for several years. The Company also may be named from time to time in
qui tam
actions initiated
by private third parties that could also be separately pursued by a governmental body. The results of legal proceedings,
including government investigations, are often uncertain and difficult to predict, and the costs incurred in these matters can be
substantial, regardless of the outcome.
The Company records accruals for outstanding legal matters when it believes it is probable that a loss will be incurred and the
amount can be reasonably estimated. The Company evaluates, on a quarterly basis, developments in legal matters that could
affect the amount of any accrual and developments that would make a loss contingency both probable and reasonably estimable.
If a loss contingency is not both probable and reasonably estimable, the Company does not establish an accrued liability. Other
than the controlled substances litigation accruals described below, none of the Company's accruals for outstanding legal matters
are material individually or in the aggregate to the Company's consolidated balance sheets.
178
Except as otherwise noted, the Company cannot predict with certainty the timing or outcome of the legal matters described
below, and the Company is unable to reasonably estimate a possible loss or range of possible loss in excess of amounts already
accrued for these matters. The Company believes that its defenses and assertions in pending legal proceedings have merit and
does not believe that any of these pending matters, after consideration of applicable reserves and rights to indemnification, will
have a material adverse effect on the Company’s financial position. Substantial unanticipated verdicts, fines and rulings,
however, do sometimes occur, which could result in judgments against the Company, entry into settlements or a revision to its
expectations regarding the outcome of certain matters, and such developments could have a material adverse effect on its results
of operations. In addition, as a result of governmental investigations or proceedings, the Company may be subject to damages,
civil or criminal fines or penalties, or other sanctions including possible suspension or loss of licensure and/or exclusion from
participating in government programs. The outcome of such governmental investigations of proceedings could be material to
the Company.
Usual and Customary Pricing Litigation
The Company is named as a defendant in a number of lawsuits that allege that the Company’s retail pharmacies overcharged for
prescription drugs by not submitting the correct usual and customary price during the claims adjudication process. These
actions are brought by a number of different types of plaintiffs, including plan members, private payors and government payors,
and are based on different legal theories. Some of these cases are brought as putative class actions, and in some instances,
classes have been certified. The Company is defending itself against these claims.
PBM Litigation and Investigations
The Company is named as a defendant in a number of lawsuits and is subject to a number of investigations concerning its PBM
practices.
The Company is facing multiple lawsuits, including by the FTC, state Attorneys General, governmental subdivisions, private
parties and several putative class actions, regarding drug pricing and its rebate arrangements with drug manufacturers. These
complaints, brought by a number of different types of plaintiffs under a variety of legal theories, generally allege that rebate
agreements between the drug manufacturers and PBMs caused inflated prices for certain drug products. The majority of these
cases have now been transferred into a multi-district litigation in the U.S. District Court for the District of New Jersey. The
Company is defending itself against these claims. The Company has also received subpoenas, civil investigative demands
(“CIDs”), and other requests for documents and information from, and is being investigated by, the DOJ, the HHS, the FTC and
Attorneys General of several states and the District of Columbia regarding its PBM practices, including pharmacy contracting
practices and reimbursement, pricing and rebates. While the FTC has released a number of interim staff reports related to its
studies of PBM practices under Section 6(b) of the FTC Act, which allows the FTC to conduct studies, among other activities, it
has not yet released a final report. The Company has been providing documents and information in response to these
subpoenas, CIDs, and requests for information. In September 2024, the FTC filed an administrative complaint against the three
largest PBMs (the “PBM Group”) and their affiliated group purchasing organizations, including subsidiaries of the Company.
The complaint alleged that the PBM Group and their affiliated group purchasing organizations engaged in anti-competitive and
unfair practices that “artificially” increased insulin costs. The Company is aggressively defending itself against the complaint.
In November 2024, the PBM Group filed a complaint in the U.S. District Court for the Eastern District of Missouri challenging
the constitutionality of the FTC’s administrative complaint.
United States ex rel. Behnke v. CVS Caremark Corporation,
et al. (U.S. District Court for the Eastern District of Pennsylvania).
In April 2018, the Court unsealed a complaint filed in February 2014. The government has declined to intervene in this case.
The relator alleges that the Company submitted, or caused to be submitted, to Part D of the Medicare program Prescription
Drug Event data and/or Direct and Indirect Remuneration reports that misrepresented true prices paid by the Company’s PBM
to pharmacies for drugs dispensed to Part D beneficiaries with prescription benefits administered by the Company’s PBM. The
Company is defending itself against these claims.
Controlled Substances Litigation, Audits and Subpoenas
Forty-five states, the District of Columbia, and all eligible United States territories are participating in a settlement resolving
substantially all opioid claims against Company entities by participating states and political subdivisions but not private
plaintiffs. A high percentage of eligible subdivisions within the participating states also have elected to join the settlement. The
settlement agreement is available at nationalopioidsettlement.com. The Company has separately entered into settlement
179
agreements with four states - Florida, West Virginia, New Mexico and Nevada - and a high percentage of eligible subdivisions
within those states also have elected to participate.
The final settlement agreement contains certain contingencies related to payment obligations. Because these contingencies are
inherently unpredictable, the assessment requires judgments about future events. The amount of ultimate loss may differ from
the amount accrued by the Company.
The State of Maryland has elected not to participate, and thus subdivisions within the State of Maryland may not participate, in
the settlement. The State of Maryland has issued a civil subpoena for information from the Company, and litigation is pending
with certain subdivisions within the State of Maryland as well as other non-participating subdivisions in other geographies,
including the City of Philadelphia, and private parties such as hospitals and third-party payors. The Company is defending itself
against the claims made in these cases.
In November 2021, the Company was among the chain pharmacies found liable by a jury in a trial in federal court in Ohio; in
August 2022, the court issued a judgment jointly against the three defendants in the amount of $651 million to be paid over 15
years and also ordered certain injunctive relief. In December 2024, following an appeal by the Company, the Supreme Court of
Ohio ruled that Ohio law precluded the claim on which the verdict and judgment were based.
Because of the many uncertainties associated with any settlement arrangement or other resolution of opioid-related litigation
matters, and because the Company continues to actively defend ongoing litigation for which it believes it has defenses and
assertions that have merit, the Company is not able to reasonably estimate the range of ultimate possible loss for all opioid-
related litigation matters at this time. The outcome of these legal matters could have a material effect on the Company's
business, financial condition, operating results and/or cash flows.
In December 2024, the DOJ intervened in a previously sealed
qui tam
action and filed an amended complaint in the U.S.
District Court for the District of Rhode Island, alleging, among other claims, violations of the federal Controlled Substances
Act and the federal False Claims Act based on the filling of opioid and other controlled substance prescriptions at CVS
Pharmacy locations nationwide. The Company is defending itself against the claims made in this case. Separately, the Company
was served in December 2024 with a subpoena issued by the U.S. Attorney's Office for the Western District of Virginia,
seeking records related to, among other things, commercial arrangements between the Company's PBM and opioid
manufacturers.
Prescription Processing Litigation and Investigations
The Company is named as a defendant in a number of lawsuits and is subject to a number of investigations concerning its
prescription processing practices, including related to billing government payors for prescriptions, and the following:
U.S.
ex rel.
Bassan
et al.
v. Omnicare, Inc. and CVS Health Corp.
(U.S. District Court for the Southern District of New York).
In December 2019, the U.S. Attorney's Office for the Southern District of New York filed a complaint-in-intervention in this
previously sealed
qui tam
case. The complaint alleges that for certain non-skilled nursing facilities, Omnicare improperly filled
prescriptions beyond one year where a valid prescription did not exist and that these dispensing events violated the federal False
Claims Act. The Company is defending itself against these claims.
U.S. ex rel. Gill et al. v. CVS Health Corp. et al.
(U.S. District Court for the Northern District of Illinois). In July 2022, the
Delaware Attorney General's Office moved for partial intervention as to allegations under the Delaware false claims act related
to not escheating alleged overpayments in this previously sealed
qui tam
case. The federal government and the remaining states
declined to intervene on other additional theories in the relator's complaint, except that the federal government filed a notice of
intervention for the limited purpose of defending the constitutionality of the
qui tam
provisions of the False Claims Act. The
Company is defending itself against all of the claims.
Provider Proceedings
The Company is named as a defendant in purported class actions and individual lawsuits arising out of its practices related to
the payment of claims for services rendered to its members by providers with whom the Company has a contract and with
whom the Company does not have a contract ("out-of-network providers"). Among other things, these lawsuits allege that the
Company paid too little to its health plan members and/or providers for out-of-network services (including COVID-19 testing)
and/or otherwise allege that the Company failed to timely or appropriately pay or administer claims and benefits (including the
180
Company's post payment audit and collection practices). Other major health insurers are the subject of similar litigation or have
settled similar litigation.
The Company also has received subpoenas and/or requests for documents and other information from, and been investigated
by, state Attorneys General and other state and/or federal regulators, legislators and agencies relating to claims payments, and
the Company is involved in other litigation regarding its out-of-network benefit payment and administration practices. It is
reasonably possible that others could initiate additional litigation or additional regulatory action against the Company with
respect to its out-of-network benefit payment and/or administration practices.
CMS Actions
CMS regularly audits the Company's performance to determine its compliance with CMS's regulations and its contracts with
CMS and to assess the quality of services it provides to Medicare beneficiaries. CMS uses various payment mechanisms to
allocate and adjust premium payments to the Company's and other companies' Medicare plans by considering the applicable
health status of Medicare members as supported by information prepared, maintained and provided by providers. The Company
collects claim and encounter data from providers and generally relies on providers to appropriately code their submissions to
the Company and document their medical records, including the diagnosis data submitted to the Company with claims. CMS
pays increased premiums to Medicare Advantage plans and Medicare PDP plans for members who have certain medical
conditions identified with specific diagnosis codes. Federal regulators review and audit the providers' medical records to
determine whether those records support the related diagnosis codes that determine the members' health status and the resulting
risk-adjusted premium payments to the Company. In that regard, CMS has instituted risk adjustment data validation ("RADV")
audits of various Medicare Advantage plans, including certain of the Company's plans, to validate coding practices and
supporting medical record documentation maintained by providers and the resulting risk-adjusted premium payments to the
plans. CMS may require the Company to refund premium payments if the Company's risk-adjusted premiums are not properly
supported by medical record data. The Office of the Inspector General of the U.S. Department of Health and Human Services
(the "OIG") also is auditing the Company's risk adjustment-related data and that of other companies. The Company expects
CMS and the OIG to continue these types of audits.
In 2012, in the "Notice of Final Payment Error Calculation for Part C Medicare Advantage Risk Adjustment Validation Data
("RADV") Contract-Level Audits," CMS revised its audit methodology for RADV contract-level audits to determine refunds
payable by Medicare Advantage plans for contract year 2011 and forward. Under the revised methodology, among other things,
CMS announced extrapolation of the error rate identified in the audit sample along with the application of a process to account
for errors in the government's traditional fee-for-service Medicare program ("FFS Adjuster"). For contract years prior to 2011,
CMS did not extrapolate sample error rates to the entire contract, nor did CMS propose to apply a FFS adjuster. By applying the
FFS Adjuster, Medicare Advantage organizations would have been liable for repayments only to the extent that their
extrapolated payment errors exceeded the error rate in Original Medicare, which could have impacted the extrapolated
repayments to which Medicare Advantage organizations are subject. This revised contract-level audit methodology increased
the Company's exposure to premium refunds to CMS based on incomplete medical records maintained by providers. In the
RADV audit methodology CMS used from 2011-2013, CMS selected only a few of the Company's Medicare Advantage
contracts for various contract years for contract-level RADV audits. In October 2018, CMS in the proposed rule announced a
new methodology for RADV audits targeting certain health conditions and members with many diagnostic conditions along
with extrapolation for the error rates identified without use of a FFS Adjuster. While the rule was under proposal, CMS initiated
contract-level RADV audits for the years 2014 and 2015 with this new RADV methodology without a final rule.
On January 30, 2023, CMS released the final rule ("RADV Audit Rule"), announcing it may use extrapolation for payment
years 2018 forward, for both RADV audits and OIG contract level audits, and eliminated the application of a FFS Adjuster in
Part C contract-level RADV audits of Medicare Advantage organizations. In the RADV Audit Rule, CMS indicated that it will
use more than one audit methodology going forward and indicated CMS will audit contracts it believes are at the highest risk
for overpayments based on its statistical modeling, citing a 2016 Governmental Accountability Office report that recommended
selection of contract-level RADV audits with a focus on contracts likely to have high rates of improper payment, the highest
coding intensity scores, and contracts with high levels of unsupported diagnoses from prior RADV audits.
The Company is currently unable to predict which of its Medicare Advantage contracts will be selected for audit, the amounts
of any retroactive refunds for years prior to 2018 or prospective adjustments to Medicare Advantage premium payments made
to the Company, the effect of any such refunds or adjustments on the actuarial soundness of the Company's Medicare
Advantage bids, or whether any RADV audit findings would require the Company to change its method of estimating future
premium revenue in future bid submissions to CMS or compromise premium assumptions made in the Company's bids for
prior contract years, the current contract year or future contract years. Any premium or fee refunds or adjustments resulting
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from regulatory audits, whether as a result of RADV, Public Exchange-related or other audits by CMS, the OIG or otherwise,
including audits of the Company's minimum loss ratio rebates, methodology and/or reports, could be material and could
adversely affect the Company's operating results, cash flows and/or financial condition.
The RADV Audit Rule does not apply to the CMS Part C Improper Payment Measures audits nor the HHS RADV programs.
Medicare and Medicaid Litigation and Investigations
The Company has received CIDs from the Civil Division of the DOJ in connection with investigations of the Company's
identification and/or submission of diagnosis codes related to risk adjustment payments, including patient chart review
processes, under Parts C and D of the Medicare program. The Company is cooperating with the government and providing
documents and information in response to these CIDs.
In May 2017, the Company received a CID from the U.S. Attorney's Office for the Southern District of New York requesting
documents and information concerning possible false claims submitted to Medicare in connection with reimbursements for
prescription drugs under the Medicare Part D program. The Company has been cooperating with the government and providing
documents and information in response to this CID.
Since January 2022, the U.S. Attorney's Office for the District of Massachusetts has issued subpoenas to Aetna Life Insurance
Company seeking, among other things, information in connection with its relationship and compensation arrangements with
certain brokers, and the Company may receive similar inquiries in the future. The Company is cooperating with the
investigation.
Stockholder Matters
Beginning in February 2019, multiple class action complaints, as well as a derivative complaint, were filed by putative plaintiffs
against the Company and certain current and former officers and directors. The plaintiffs in these cases assert a variety of
causes of action under federal securities laws that are premised on allegations that the defendants made certain omissions and
misrepresentations relating to the performance of the Company's LTC business unit. Since filing, several of the cases have been
consolidated, and two have resolved. In February 2025, the District of Rhode Island granted the Company's motion to dismiss
In re CVS Health Corp. Securities Act Litigation
(formerly known as
Waterford
). A derivative case in the District of Rhode
Island,
Lovoi v. Aguirre
, had been stayed pending the outcome of the
Waterford
case, and the court has scheduled a status
conference. In
In re CVS Health Corp. Securities Litigation
(formerly known as
City of Warren
and
Freundlich
), the Rhode
Island Supreme Court affirmed the superior court's order granting the Company's motion to dismiss in January 2025. The
Company and its current and former officers and directors are defending themselves against remaining claims.
Beginning in December 2021, the Company has received three demands for inspection of books and records pursuant to
Delaware General Corporation Law Section 220 ("Section 220 demands"), as well as a derivative complaint (
Vladimir Gusinsky
Revocable Trust v. Lynch, et al.
) that was filed in January 2023, which the defendants moved to dismiss. The Section 220
demands and the complaint purport to be related to potential breaches of fiduciary duties by the Board in relation to certain
matters concerning opioids. Following the Company's response to the Section 220 demands, two of the three stockholders sent
demand letters to the Board containing allegations substantially similar to those made in the earlier Section 220 demands and
the derivative matter, and requested that it take certain actions, including consideration of its governance and policies with
respect to controlled substances. The Board deferred consideration of these two demands until after the motion to dismiss the
Gusinsky
case was decided. In July 2024, the court granted the defendants' motion to dismiss the
Gusinsky
case. In September
2024, the Board received a third demand letter containing similar allegations and requesting the Board take action. The Board
has formed a demand review committee to evaluate the demands.
In January 2022, a shareholder class action complaint was filed in the Northern District of Illinois,
Allison v. Oak Street Health,
Inc., et al.
Defendants include Oak Street Health and certain of its pre-acquisition officers and directors. The putative plaintiffs
assert causes of action under various securities laws premised on allegations that defendants made omissions and
misrepresentations to investors relating to marketing conduct they allege may violate the False Claims Act. In May 2024, the
parties reached agreement in principle to settle this action for an amount immaterial to the Company. The court granted
approval of the settlement in December 2024.
Beginning in July 2024, two purported class action complaints, as well as multiple derivative complaints, were filed by putative
plaintiffs against the Company and certain current and former officers and directors. The plaintiffs in these cases assert a variety
of causes of action under federal securities laws and state law that are premised on allegations that the defendants made certain
182
183
omissions and misrepresentations relating to the profitability of the Health Care Benefits segment. Two purported class actions
were filed and have been consolidated in U.S. District Court for the Southern District of New York under
Nixon v. CVS Health
Corporation, et al.
Two derivative cases were also filed in the Southern District of New York and have been consolidated as
In
re CVS Health Corporation Derivative Litigation
. Two derivative cases filed in the District of Rhode Island have been
consolidated as
In re CVS Health Corporation Stockholder Derivative Litigation
. The consolidated derivative actions have been
stayed pending the outcome of any motion to dismiss in the consolidated
Nixon
securities class action. Three additional
derivative cases were filed in Rhode Island Superior Court:
Goff v. Lynch, et al., Brodin v. Lynch, et al.,
and
Davidow v. Lynch,
et al.
The Company and the individual defendants are defending themselves against these claims. In January 2025, the Board
received a stockholder demand containing allegations substantially similar to those made in the class action and derivative
matters, and requesting that it take certain actions, including investigating whether any Board members or officers breached
their fiduciary duties related to those allegations, and bringing litigation to recover the Company's damages if any such
misconduct is found. The Board is evaluating the demand.
Other Legal and Regulatory Proceedings
The Company is also a party to other legal proceedings and is subject to government investigations, inquiries and audits, and
has received and is cooperating with the government in response to CIDs, subpoenas, or similar process from various
governmental agencies requesting information. These other legal proceedings and government actions include claims of or
relating to bad faith, medical or professional malpractice, breach of fiduciary duty, claims processing, dispensing of
medications, the use of medical testing devices in the in-home evaluation setting, non-compliance with state and federal
regulatory regimes, marketing misconduct, denial of or failure to timely or appropriately pay or administer claims and benefits,
provider network structure (including the use of performance-based networks and termination of provider contracts), rescission
of insurance coverage, improper disclosure or use of personal information, anticompetitive practices, the Company's
participation in the 340B program, general contractual matters, product liability, intellectual property litigation, discrimination
and employment litigation. Some of these other legal proceedings are or are purported to be class actions or derivative claims.
The Company is defending itself against the claims brought in these matters.
Awards to the Company and others of certain government contracts, particularly Medicaid contracts and other contracts with
government customers in the Company's Health Care Benefits segment, frequently are subject to protests by unsuccessful
bidders. These protests may result in awards to the Company being reversed, delayed, or modified. The loss or delay in
implementation of any government contract could adversely affect the Company's operating results. The Company will
continue to defend contract awards it receives.
There also continues to be a heightened level of review and/or audit by regulatory authorities and legislators of, and increased
litigation regarding, the Company's and the rest of the health care and related benefits industry's business and reporting
practices, including premium rate increases, utilization management, development and application of medical policies,
complaint, grievance and appeal processing, information privacy, provider network structure (including provider network
adequacy, the use of performance-based networks and termination of provider contracts), provider directory accuracy,
calculation of minimum MLRs and/or payment of related rebates, delegated arrangements, rescission of insurance coverage,
limited benefit health products, student health products, PBM practices (including manufacturers' rebates, pricing, the use of
narrow networks and the placement of drugs in formulary tiers), sales practices, customer service practices, vendor oversight,
and claim payment practices (including payments to out-of-network providers).
As a leading national health solutions company, the Company regularly is the subject of government actions of the types
described above. These government actions may prevent or delay the Company from implementing planned premium rate
increases and may result, and have resulted, in restrictions on the Company's businesses, changes to or clarifications of the
Company's business practices, retroactive adjustments to premiums, refunds or other payments to members, beneficiaries,
states or the federal government, withholding of premium payments to the Company by government agencies, assessments of
damages, civil or criminal fines or penalties, or other sanctions, including the possible suspension or loss of licensure and/or
suspension or exclusion from participation in government programs.
The Company can give no assurance that its businesses, financial condition, operating results and/or cash flows will not be
materially adversely affected, or that the Company will not be required to materially change its business practices, based on: (i)
future enactment of new health care or other laws or regulations; (ii) the interpretation or application of existing laws or
regulations as they may relate to one or more of the Company's businesses, one or more of the industries in which the Company
competes and/or the health care industry generally; (iii) pending or future federal or state government investigations of one or
more of the Company's businesses, one or more of the industries in which the Company competes and/or the health care
industry generally; (iv) pending or future government audits, investigations or enforcement actions against the Company; (v)
184
adverse developments in any pending
qui tam
lawsuit against the Company, whether sealed or unsealed, or in any future
qui
tam
lawsuit that may be filed against the Company; or (vi) adverse developments in pending or future legal proceedings against
the Company or affecting one or more of the industries in which the Company competes and/or the health care industry
generally.
19.
Segment Reporting
The Company has four reportable segments: Health Care Benefits, Health Services, Pharmacy & Consumer Wellness and
Corporate/Other. The Company’s segments maintain separate financial information, and the CODM, the Company’s Chief
Executive Officer, evaluates the segments’ operating results on a regular basis in deciding how to allocate resources among the
segments and in assessing segment performance. The CODM evaluates the performance of the Company’s segments based on
adjusted operating income. Total assets by segment are not used by the CODM to assess the performance of, or allocate
resources to, the Company’s segments, therefore total assets by segment are not disclosed.
Adjusted operating income (loss) is defined as operating income (loss) (GAAP measure) excluding the impact of amortization
of intangible assets, net realized capital gains or losses, and other items, if any, that neither relate to the ordinary course of the
Company’s business nor reflect the Company’s underlying business performance. The CODM uses adjusted operating income
as its principal measure of segment performance as it enhances the Company’s ability to compare past financial performance
with current performance and analyze underlying business performance and trends. Non-GAAP financial measures the
Company discloses, such as consolidated adjusted operating income, should not be considered a substitute for, or superior to,
financial measures determined or calculated in accordance with GAAP.
In 2024, 2023 and 2022, revenues from the federal government accounted for 24%, 19% and 18%, respectively, of the
Company’s consolidated total revenues, primarily related to contracts with CMS for coverage of Medicare-eligible individuals
within the Health Care Benefits segment.
The following is a reconciliation of financial measures of the Company’s segments to the consolidated totals:
In millions
Year Ended December 31, 2024
Health Care
Benefits
Health
Services
(1)
Pharmacy &
Consumer
Wellness
Corporate/
Other
Consolidated
Totals
Revenues from external customers
$
129,120 $
158,016 $
83,464 $
56 $
370,656
Intersegment revenues
72
15,304
41,036
—
56,412
Net investment income
1,473
285
—
395
2,153
Total revenues
130,665
173,605
124,500
451
429,221
Intersegment eliminations
(2)
(56,412)
Total consolidated revenues
$
372,809
Less: Net realized capital gains (losses)
(97)
289
—
(75)
Cost of products sold
—
160,036
99,337
—
Health care costs
113,659
3,407
—
187
Other segment items
(3)
16,796
2,630
19,389
1,687
Adjusted operating income (loss)
$
307 $
7,243 $
5,774 $
(1,348) $
11,976
Reconciliation of principal measure of segment
performance to consolidated operating income:
Amortization of intangible assets
(4)
2,025
Net realized capital gains
(5)
(117)
Acquisition-related integration costs
(6)
243
Restructuring charges
(7)
1,179
Office real estate optimization charges
(8)
30
Opioid litigation charge
(9)
100
Operating income (GAAP measure)
8,516
Interest expense
2,958
Gain on early extinguishment of debt
(12)
(491)
Other income
(99)
Income before income tax provision
$
6,148
Depreciation and amortization
$
1,599 $
1,059 $
1,543 $
396 $
4,597
185
In millions
Year Ended December 31, 2023
Health Care
Benefits
Health
Services
Note (1)
Pharmacy &
Consumer
Wellness
Corporate/
Other
Consolidated
Totals
Revenues from external customers
$
104,800 $
174,018 $
77,748 $
57 $
356,623
Intersegment revenues
81
12,826
39,020
-
51,927
Net investment income (loss)
765
(1)
(5)
394
1,153
Total revenues
105,646
186,843
116,763
451
409,703
Intersegment eliminations
Note (2)
(51,927)
Total consolidated
revenues
$
357,776
Less: Net realized
capital losses
(402)
-
(5)
(90)
Cost of products sold
-
175,424
91,447
1
Health
care costs
85,504
1,607
-
210
Other
segment items
Note (3)
14,967
2,500
19,358
1,648
Adjusted operating income (loss)
$
5,577 $
7,312 $
5,963 $
(1,318) $
17,534
Reconciliation
of
principal measure of
segment
performance to consolidated operating income:
Amortization of intangible assets
Note (4)
1,905
Net realized
capital losses
Note (5)
497
Acquisition-related transaction and integration
costs
Note (6)
487
Restructuring charges
Note (7)
507
Office real estate optimization
charges
Note (8)
46
Loss on assets held for sale
Note (10)
349
Operating income (GAAP measure)
13,743
Interest expense
2,658
Other income
(88)
Income before income tax provision
$
11,173
Depreciation
and
amortization
$
1,572 $
880 $
1,549 $
365 $
4,366
186
In millions
Year Ended December 31, 2022
Health Care
Benefits
Health
Services
Note (1)
Pharmacy &
Consumer
Wellness
Corporate/
Other
Consolidated
Totals
Revenues from external customers
$
90,798 $
157,968 $
72,739 $
124 $
321,629
Intersegment revenues
76
11,608
35,901
-
47,585
Met investment income (loss)
476
-
(44)
406
838
Total revenues
91,350
169,576
108,596
530
370,052
Intersegment eliminations
Note (2)
(47,585)
Total consolidated
revenues
$
322,467
Less: Met realized
capital losses
(225)
-
(44)
(51)
Cost of products sold
-
160,738
82,063
42
Health
care costs
71,473
-
-
249
Other
segment items
Note (3)
13,764
2,057
20,046
1,903
Adjusted operating income (loss)
$
6,338 $
6,781 $
6,531 $
(1,613) $
18,037
Reconciliation
of
principal measure of
segment
performance to consolidated operating income:
Amortization of intangible assets
Note (4)
1,785
Met realized
capital losses
Note (5)
320
Office real estate optimization
charges
Note (8)
117
Opioid
litigation
charge
Note (9)
5,803
Loss on assets held for sale
Note (10)
2,533
Gain on divestiture of subsidiaries
Note (11)
(475)
Operating income (GAAP measure)
7,954
Interest expense
2,287
Other income
(169)
Income before income tax provision
$
5,836
Depreciation
and
amortization
$
1,579 $
519 $
1,889 $
237 $
4,224
_____________________________________________
Note (1)
Total revenues of the Health Services segment include approximately $11.4 billion, $13.7 billion and $12.6 billion of retail co-payments for 2024, 2023
and 2022, respectively. See Mote 1 ''Significant Accounting Policies'' for additional information about retail co-payments.
Note (2)
Intersegment revenue eliminations relate to intersegment revenue generating activities that occur between the Health Care Benefits segment, the Health
Services segment, and/or the Pharmacy & Consumer Wellness segment.
Note (3)
Other segment items for each reportable segment includes operating expenses, which primarily consists of selling, general and administrative expenses.
Other segment items excludes the impact of amortization of intangible assets and other items, if any, that neither relate to the ordinary course of the
Company's business nor reflect the Company's underlying business performance.
Note (4)
The Company's acquisition activities have resulted in the recognition of intangible assets as required under the acquisition method of accounting which
consist primarily of trademarks, customer contracts/relationships, covenants not to compete, technology, provider networks and value of business
acquired. Definite-lived intangible assets are amortized over their estimated useful lives and are tested for impairment when events indicate that the
carrying value may not be recoverable. The amortization of intangible assets is reflected in operating expenses within each segment. Although intangible
assets contribute to the Company's revenue generation, the amortization of intangible assets does not directly relate to the underwriting of the Company's
insurance products, the services performed for the Company's customers or the sale of the Company's products or services. Additionally, intangible asset
amortization expense typically fluctuates based on the size and timing of the Company's acquisition activity. Accordingly, the Company believes
excluding the amortization of intangible assets enhances the Company's and investors' ability to compare the Company's past financial performance with
its current performance and to analyze underlying business performance and trends. Intangible asset amortization excluded from the related non-GAAP
financial measure represents the entire amount recorded within the Company's GAAP financial statements, and the revenue generated by the associated
intangible assets has not been excluded from the related non-GAAP financial measure. Intangible asset amortization is excluded from the related non-
GAAP financial measure because the amortization, unlike the related revenue, is not affected by operations of any particular period unless an intangible
asset becomes impaired or the estimated useful life of an intangible asset is revised.
Note (5)
The Company's net realized capital gains and losses arise from various types of transactions, primarily in the course of managing a portfolio of assets that
support the payment of insurance liabilities. Met realized capital gains and losses are reflected in net investment income (loss) within each segment. These
capital gains and losses are the result of investment decisions, market conditions and other economic developments that are unrelated to the performance
of the Company's business, and the amount and timing of these capital gains and losses do not directly relate to the underwriting of the Company's
insurance products, the services performed for the Company's customers or the sale of the Company's products or services. Accordingly, the Company
believes excluding net realized capital gains and losses enhances the Company's and investors' ability to compare the Company's past financial
performance with its current performance and to analyze underlying business performance and trends.
187
Note (6)
In 2024, the acquisition-related integration costs relate to the acquisitions of Signify Health and Oak Street Health. In 2023, the acquisition-related
transaction and integration costs relate to the acquisitions of Signify Health and Oak Street Health. The acquisition-related transaction and integration
costs are reflected in operating expenses within the Corporate/Other segment.
Note (7)
In 2024, the restructuring charges are primarily comprised of a store impairment charge, corporate workforce optimization costs, including severance and
employee-related costs, other asset impairment and related charges associated with the discontinuation of certain non-core assets and a stock-based
compensation charge. During the third quarter of 2024, the Company finalized an enterprise-wide restructuring plan intended to streamline and simplify
the organization, improve efficiency and reduce costs. In connection with this restructuring plan, the Company completed a strategic review of its retail
business and determined that it plans to close 271 retail stores in 2025, and, accordingly, it recorded a store impairment charge to write down the
associated operating or financing lease right-of-use assets and property and equipment. In addition, during the third quarter of 2024, the Company also
conducted a review of its various strategic assets and determined that it would discontinue the use of certain non-core assets, at which time impairment
losses were recorded to write down the carrying value of these assets to the Company's best estimate of their fair value. In 2023, the restructuring charges
are primarily comprised of severance and employee-related costs, asset impairment charges and a stock-based compensation charge. The restructuring
charges associated with the store impairments are reflected within the Pharmacy & Consumer Wellness segment, other asset impairments and related
charges are reflected within the Corporate/Other and Pharmacy & Consumer Wellness segments and corporate workforce optimization costs, including
severance and employee-related costs, as well as stock-based compensation charges, are reflected within the Corporate/Other segment.
Note (8)
In 2024, 2023 and 2022, the office real estate optimization charges primarily relate to the abandonment of leased real estate and the related right-of-use
assets and property and equipment in connection with the Company's evaluation of corporate office real estate space in response to its ongoing flexible
work arrangement. The office real estate optimization charges are reflected in operating expenses within each segment.
Note (9)
In 2024, the opioid litigation charge relates to a change in the Company's accrual related to ongoing opioid litigation matters. In 2022, the opioid
litigation charges relate to agreements to resolve substantially all opioid claims against the Company by certain states and governmental entities. The
opioid litigation charges are reflected within the Corporate/Other segment.
Note
(10)
In 2023 and 2022, the loss on assets held for sale relates to the LTC business within the Pharmacy & Consumer Wellness segment. During 2022, the
Company determined that its LTC business was no longer a strategic asset and committed to a plan to sell it, at which time the LTC business met the
criteria for held-for-sale accounting and its net assets were accounted for as assets held for sale. The carrying value of the LTC business was determined
to be greater than its estimated fair value less costs to sell and, accordingly, the Company recorded a loss on assets held for sale during 2022. During the
first quarter of 2023, a loss on assets held for sale was recorded to write down the carrying value of the LTC business to the Company's best estimate of
the ultimate selling price which reflected its estimated fair value less costs to sell. As of the third quarter of 2023, the Company determined the LTC
business no longer met the criteria for held-for-sale accounting and, accordingly, the net assets associated with the LTC business were reclassified to held
and used at their respective fair values. During 2022, the loss on assets held for sale also relates to the Company's Thailand business, which was included
in the Commercial Business reporting unit in the Health Care Benefits segment. The sale of the Thailand business closed in the second quarter of 2022,
and the ultimate loss on the sale was not material.
Note
(11)
In 2022, the gain on divestiture of subsidiaries represents the pre-tax gain on the sale of bswift, which the Company sold in November 2022, and the pre-
tax gain on the sale of PayFlex, which the Company sold in June 2022. The gains on divestitures are reflected as a reduction of operating expenses within
the Health Care Benefits segment.
Note
(12)
In 2024, the gain on early extinguishment of debt relates to the Company's repayment of approximately $2.6 billion of its outstanding senior notes in
December 2024, pursuant to its tender offer for such senior notes.
188
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of CVS Health Corporation
Opinion on Internal Control Over Financial Reporting
We have audited CVS Health Corporation's internal control over financial reporting as of December 31, 2024, based on criteria
established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 framework) (the COSO criteria). In our opinion, CVS Health Corporation (the Company) maintained, in all
material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the 2024 consolidated financial statements of the Company and our report dated February 12, 2025 expressed an
unqualified opinion thereon.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's report
on internal control over financial reporting. Our responsibility is to express an opinion on the Company's internal control over
financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Boston, Massachusetts
February 12, 2025
189
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of CVS Health Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of CVS Health Corporation (the Company) as of December 31,
2024 and 2023, the related consolidated statements of operations, comprehensive income, shareholders' equity and cash flows
for each of the three years in the period ended
December 31, 2024, and the related notes (collectively referred to as the
"consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects,
the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for
each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting
principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in
Internal Control-Integrated
Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission
(2013 framework) and our report dated February 12, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on
the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters
communicated
below
are matters
arising
from the current period
audit of
the financial statements
that
were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that
are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as
a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit
matters or on the accounts or disclosures to which they relate.
Valuation of goodwill for the Government reporting unit
Description
of the Matter
At December 31, 2024, the Company's consolidated goodwill was $91.3 billion. As discussed in Note 1 to
the consolidated financial statements, goodwill is not amortized, but rather is subject to an annual
impairment review, or more frequent reviews, if events and circumstances indicate an impairment may exist.
Auditing the Company's estimate of fair value related to the Government reporting unit was complex and
highly judgmental due to the significant estimation required to determine the fair value of the reporting unit.
In particular, the fair value estimate was sensitive to significant assumptions, such as the discount rate and
projected health care costs, that are forward-looking and affected by future economic and market conditions.
190
How We
Addressed
the Matter in
Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over
the Company's goodwill impairment review process, including controls over management's review of the
significant assumptions described above.
To test the estimated fair value of the Government reporting unit, we performed audit procedures that
included, among others, assessing methodologies and testing the significant assumptions discussed above
and the underlying data used by the Company in its analysis. We compared the significant assumptions to the
reporting unit's historical results and third-party industry data. We assessed the historical accuracy of
management's estimates and performed sensitivity analyses of significant assumptions to evaluate the
changes in the fair value of the reporting unit that would result from changes in the significant assumptions.
We involved valuation specialists to assist in our assessment of the methodology and evaluation of the
discount rate used by the Company.
Valuation of health care costs payable
Description
of the Matter
At December 31, 2024, the incurred but not reported liabilities within the Health Care Benefits segment
represented a significant portion of the health care costs payable. As discussed in Note 1 to the consolidated
financial statements, the Company's liability for health care costs payable includes estimated payments for
(1)
services rendered to members but not yet reported and (2) claims that have been reported but not yet paid,
each
as
of
the financial statement date (collectively,
"IBNR").
The estimated
IBNR liability
is
developed
utilizing actuarial principles and assumptions that include historical and projected claim submission and
processing patterns, historical and assumed medical cost trends, historical utilization of medical services,
claim inventory levels, changes in membership and product mix, seasonality and other relevant factors to
record
the actuarial best estimate of
health
care costs
payable.
There is
significant uncertainty
inherent in
determining
management's
actuarial best estimate of
health
care costs
payable.
In
particular,
the estimate is
sensitive to the assumed completion factors and the assumed health care cost trend rates.
Auditing management's actuarial best estimate of IBNR reserves for health care costs payable within the
Health Care Benefits segment involved a high degree of subjectivity in evaluating management's
assumptions used in the valuation process.
How We
Addressed
the Matter in
Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over
the process for estimating IBNR reserves. This included, among others, controls over the completeness and
accuracy of data used in the actuarial projections, the transfer of data between underlying source systems,
and the review and approval processes that management has in place for the actuarial principles and
assumptions used in estimating the health care costs payable.
To test IBNR reserves, our audit procedures included, among others, testing the completeness and accuracy
of the underlying claim and membership data used in the calculation of IBNR reserves. We involved
actuarial specialists to assist with our audit procedures, which included, among others, evaluating the
methodologies
applied
by
the Company
in
determining
the actuarially
determined
liability,
evaluating
management's actuarial principles and assumptions used in their analysis based on historical claim
experience, and independently calculating a range of reserve estimates for comparison to management's
actuarial best estimate of the liability for health care costs payable. Additionally, we performed a review of
the prior period liabilities for incurred but not paid claims to subsequent claims development.
/s/ Ernst & Young LLP
We have served as the Company's auditor since 2007.
Boston, Massachusetts
February 12, 2025
191
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of disclosure controls and procedures
The Company's Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the design and
operation of the Company's disclosure controls and procedures (as defined in Rules 13a-15 (f) and 15d-15(f) under the
Securities Exchange Act of 1934) as of December 31, 2024, have concluded that as of such date the Company's disclosure
controls and procedures were adequate and effective at a reasonable assurance level and designed to ensure that material
information relating to the Company and its consolidated subsidiaries would be made known to such officers on a timely basis.
Management's report on internal control over financial reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's
internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of the Company's consolidated financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are
being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that
could have a material effect on the Company's consolidated financial statements. In order to ensure the Company's internal
control over financial reporting is effective, management regularly assesses such control and did so most recently for its
financial reporting as of December 31, 2024.
Management conducted an assessment of the effectiveness of the Company's internal control over financial reporting based on
the criteria established
in
Internal Control-Integrated Framework
issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 Framework). This evaluation included review of the documentation, evaluation of the design
effectiveness and testing of the operating effectiveness of controls. The Company's system of internal control over financial
reporting is enhanced by periodic reviews by the Company's internal auditors, written policies and procedures and a written
Code of Conduct adopted by CVS Health Corporation's Board of Directors, applicable to all employees of the Company. In
addition, the Company has an internal Disclosure Committee, comprised of management from each functional area within the
Company, which performs a separate review of disclosure controls and procedures. There are inherent limitations in the
effectiveness of any system of internal control over financial reporting.
Based on management's assessment, management concluded that the Company's internal control over financial reporting is
effective and provides reasonable assurance that assets are safeguarded and that the financial records are reliable for preparing
financial statements as of December 31, 2024.
Ernst & Young LLP, the Company's independent registered public accounting firm, is appointed by CVS Health Corporation's
Board of Directors and ratified by CVS Health Corporation's stockholders. They were engaged to render an opinion regarding
the fair presentation of the Company's consolidated financial statements as well as conducting an audit of internal control over
financial reporting. Their reports included in Item 8 of this Form 10-K are based upon audits conducted in accordance with the
standards of the Public Company Accounting Oversight Board (United States).
Changes in internal control over financial reporting
There has been no change in the Company's internal control over financial reporting identified in connection with the
evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 that occurred during the fourth quarter ended December 31,
2024 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial
reporting.
Item 9B. Other Information.
No events have occurred during the fourth quarter ended December 31, 2024 that would require disclosure under this item.
192
Securities Trading Plans of Directors and Executive Officers
During the year ended December 31, 2024, none of our directors or executive officers adopted or terminated any contract,
instruction or written plan for the purchase or sale of CVS Health Corporation securities that was intended to satisfy the
affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement."
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Information concerning the Executive Officers of CVS Health Corporation is included in Part I of this 10-K pursuant to General
Instruction G to Form 10-K.
We have adopted an insider trading policy related to the purchase, sale and other transactions in our securities entered into by
our directors, officers, employees and related other persons and by us. The insider trading policy is designed to promote
compliance with the securities laws and related rules and regulations, NYSE listing standards and our own Code of Conduct.
Our insider trading policy is filed as Exhibit 19 to this 10-K.
The sections of the Proxy Statement under the captions "Committees of the Board as of the Annual Meeting," "Code of
Conduct," "Audit Committee Report," and "Biographies of our Incumbent Board Nominees" are incorporated herein by
reference.
Item 11. Executive Compensation.
The sections of the Proxy Statement under the captions "Non-Employee Director Compensation" and "Executive Compensation
and Related Matters," including "Letter from the Management Planning and Development Committee," "Compensation
Committee Report," "Compensation Discussion and Analysis" and "Compensation of Named Executive Officers" are
incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The sections of the Proxy Statement under the captions "Share Ownership of Directors and Certain Executive Officers" and
"Share Ownership of Principal Stockholders" are incorporated herein by reference. Those sections contain information
concerning security ownership of certain beneficial owners and management and related stockholder matters.
The following table summarizes information about the registrant's c ommon stock that may be issued upon the exercise of
options, warrants and rights under all of the Company's e quity compensation plans as of December 31, 2024:
In thousands, except weighted average exercise price
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights
Note (1)
(a)
Weighted
average exercise
price of
outstanding
options, warrants
and rights
(b)
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
first column)
(c)
Equity compensation plans approved by stockholders
(2)
29,794 $
72.14
33,423
Equity compensation plans not approved by
stockholders
3,009
(3)
53.54
-
Total
32,803 $
69.78
33,423
_____________________________________________
(1) Consists of: (i) 13,812 thousand shares of common stock underlying outstanding options, (ii) 32 thousand shares of common stock issuable upon the
exercise of outstanding stock appreciation rights ("SARs") and (iii) 18,959 thousand shares of common stock issuable on the vesting of outstanding
restricted stock units, deferred stock units and performance stock units, assuming target level performance in the case of performance stock units. The
number of shares included with respect to outstanding SARs is the number of shares of CVS Health Corporation common stock that would have been
issued had the SARs been exercised based on the closing price per share of CVS Health Corporation common stock on December 31, 2024, as reported on
the NYSE, which was $44.89.
193
(2) Consists of the CVS Health 2017 Incentive Compensation Plan.
(3) Consists of: (i) 1,558 thousand shares of common stock underlying outstanding equity awards pursuant to the Amended Aetna Inc. 2010 Stock Incentive
Plan (the "Aetna Plan"); (ii) 611 thousand shares of common stock underlying outstanding equity awards pursuant to the Oak Street Health, Inc. Omnibus
Incentive Plan (the "Oak Street Health Plan"), (iii) 48 thousand shares of common stock underlying outstanding equity awards pursuant to the Oak Street
Health, Inc. Omnibus Incentive Plan, as amended (the "Amended Oak Street Health Plan"), (iv) 747 thousand shares of common stock underlying
outstanding equity awards pursuant to the Signify Health, Inc. 2021 Long-Term Incentive Plan (the "Signify Plan"), and (v) 45 thousand shares of common
stock underlying outstanding equity awards pursuant to the Signify Health, Inc. 2021 Long-Term Incentive Plan, as amended (the "Amended Signify
Plan").
The Company elected to continue to grant awards under the Aetna Plan to employees of Aetna and its subsidiaries following the
completion of the Company's acquisition of Aetna. The Aetna Plan was designed to promote Aetna's interests and those of its
stockholders and to further align the interests of stockholders and employees by tying awards to total return to stockholders,
enabling plan participants to acquire additional equity interests and providing compensation opportunities dependent upon the
Company's performance. The Aetna Plan was not submitted to the Company's stockholders and expired on May 21, 2020.
Under the Aetna Plan, eligible participants could be granted stock options to purchase shares of CVS Health Corporation
common stock, SARs, time-vesting and/or performance-vesting incentive stock or incentive units and other stock-based awards.
The Oak Street Plan and the Signify Plan were each approved by their respective company stockholders prior to their
acquisition by CVS Health and have not been approved by the Company's stockholders. The purpose of the Oak Street Plan
was to enhance the profitability and value of Oak Street Health for the benefit of its stockholders by enabling it to offer eligible
individuals stock- and cash-based incentives in order to attract, retain, and reward such individuals and strengthen the mutuality
of interests between such individuals and stockholders. Under the Oak Street Plan, eligible participants could be granted time-
based restricted stock units and awards. The purpose of the Signify Plan was to motivate and reward employees and other
individuals to perform at the highest level and contribute significantly to the success of Signify Health, thereby furthering the
best interests of its stockholders. Under the Signify Plan, eligible participants could be granted stock options to purchase shares
of CVS Health Corporation common stock and time-based restricted stock units.
The Company elected to continue to grant awards under the Oak Street Plan and the Signify Plan until July 28, 2023, when the
Amended Oak Street Plan and the Amended Signify Plan became effective. The Amended Oak Street Plan and the Amended
Signify Plan, while not approved by the Company's st ockholders, have terms consistent with those of the CVS Health 2017
Incentive Compensation Plan. The Amended Oak Street Plan and the Amended Signify Plan expired on May 16, 2024, and no
further shares may be granted under the terms thereof.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The sections of the Proxy Statement under the captions "Independence Determinations for Directors" and "Related Person
Transaction Policy" are incorporated herein by reference.
Item 14. Principal Accountant Fees and Services.
The section of the Proxy Statement under the caption "Item 2: Ratification of Appointment of Independent Registered Public
Accounting Firm for 2025" is incorporated herein by reference.
194
PART IV
Item 15. Exhibits, Financial Statement Schedules.
The following documents are filed as part of this 10-K:
1.
Financial Statements. See "Index to Consolidated Financial Statements" in Item 8 of this 10-K.
2.
Financial Statement Schedules. All financial statement schedules are omitted because they are not applicable, not
required under the instructions, or the information is included in the consolidated financial statements or related notes.
3.
Exhibits. The exhibits listed in the "Index to Exhibits" in this Item 15 are filed or incorporated by reference as part of
this 10-K. Exhibits marked with an asterisk (*) are management contracts or compensatory plans or arrangements.
Exhibits other than those listed are omitted because they are not required to be listed or are not applicable. Pursuant to
Item 601(b)(4)(iii) of Regulation S-K, the Registrant hereby agrees to furnish to the Securities and Exchange
Commission a copy of any omitted instrument that is not required to be listed.
INDEX TO EXHIBITS
Exhibit
Description
2
Plan of acquisition, reorganization, arrangement, liquidation or succession
2.1 Note †
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
Registrant's
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
Registrant's
Current Report on Form 8-K filed February 8, 2023).
3
Articles of Incorporation and Bylaws
3.1
Restated Certificate of Incorporation of the Registrant dated June 4, 2018 (incorporated by reference to Exhibit
3.1C of
Registrant's
Current Report on Form 8-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 Registrant's Current Report on Form 8-K filed November 21, 2022).
4
Instruments defining the rights of security holders, including indentures
4.1
Specimen common stock certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement of
the Registrant ((then known as CVS Corporation) as successor to Melville Corporation) on Form 8-B filed
November 4, 1996).
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 Registrant's Current Report on Form
8-K filed August 15, 2006).
4.3
Subordinated Indenture, dated as of May 25, 2007, between the Registrant and The Bank of New York Mellon
Trust Company, N.A. (as successor to The Bank of New York Trust Company, N.A.) (incorporated by
reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K Filed December 10, 2024).
4.4
Second Supplemental Indenture, dated as of December 10, 2024, between the Registrant and the Bank of New
York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report
on Form 8-K Filed December 10, 2024).
4.5
Third Supplemental Indenture, dated as of December 10, 2024, between the Registrant and the Bank of New
York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.3 to the Registrant's Current Report
on Form 8-K Filed December 10, 2024).
4.6
Form of the
Registrant's
2025 Note (incorporated by reference to Exhibit 4.6 to the Registrant's Current Report
on Form 8-K filed March 12, 2018).
4.7
Form of the
Registrant's
2028 Note (incorporated by reference to Exhibit 4.7 to the
Registrant's
Current Report
on Form 8-K filed March 12, 2018).
4.8
Form of the
Registrant's
2038 Note (incorporated by reference to Exhibit 4.8 to the
Registrant's
Current Report
on Form 8-K filed March 12, 2018).
4.9
Form of the
Registrant's
2048 Note (incorporated by reference to Exhibit 4.9 to the
Registrant's
Current Report
on Form 8-K filed March 12, 2018).
195
4.10
Form of the Registrant's 2026 Note (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report
on Form 8-K filed August 15, 2019).
4.11
Form of the Registrant's 2029 Note (incorporated by reference to Exhibit 4.3 to the Registrant's Current Report
on Form 8-K filed August 15, 2019).
4.12
Form of the Registrant's 2027 Note (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report
on Form 8-K filed on March 31, 2020).
4.13
Form of the Registrant's 2030 Note (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report
on Form 8-K filed on March 31, 2020).
4.14
Form of the Registrant's 2040 Note (incorporated by reference to Exhibit 4.3 to the Registrant's Current Report
on Form 8-K filed on March 31, 2020).
4.15
Form of the Registrant's 2050 Note (incorporated by reference to Exhibit 4.4 to the Registrant's Current Report
on Form 8-K filed on March 31, 2020).
4.16
Form of the Registrant's 2027 Note (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report
on Form 8-K filed on August 21, 2020).
4.17
Form of the Registrant's 2030 Note (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report
on Form 8-K filed on August 21, 2020).
4.18
Form of the Registrant's 2040 Note (incorporated by reference to Exhibit 4.3 to the Registrant's Current Report
on Form 8-K filed on August 21, 2020).
4.19
Form of the Registrant's 2027 Note (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report
on Form 8-K filed on December 16, 2020).
4.20
Form of the Registrant's 2031 Note (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report
on Form 8-K filed on December 16, 2020).
4.21
Form of the Registrant's 2031 Note (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report
on Form 8-K filed on August 18, 2021).
4.22
Form of the Registrant's 2026 Note (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report
on Form 8-K filed on February 21, 2023).
4.23
Form of the Registrant's 2030 Note (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report
on Form 8-K filed on February 21, 2023).
4.24
Form of the Registrant's 2033 Note (incorporated by reference to Exhibit 4.3 to the Registrant's Current Report
on Form 8-K filed on February 21, 2023).
4.25
Form of the Registrant's 2053 Note (incorporated by reference to Exhibit 4.4 to the Registrant's Current Report
on Form 8-K filed on February 21, 2023).
4.26
Form of the Registrant's 2029 Note (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report
on Form 8-K filed June 2, 2023).
4.27
Form of the Registrant's 2031 Note (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report
on Form 8-K filed June 2, 2023).
4.28
Form of the Registrant's 2033 Note (incorporated by reference to Exhibit 4.3 to the Registrant's Current Report
on Form 8-K filed June 2, 2023).
4.29
Form of the Registrant's 2053 Note (incorporated by reference to Exhibit 4.4 to the Registrant's Current Report
on Form 8-K filed June 2, 2023).
4.30
Form of the Registrant's 2063 Note (incorporated by reference to Exhibit 4.5 to the Registrant's Current Report
on Form 8-K filed June 2, 2023).
4.31
Form of the Registrant's 2029 Note (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report
on Form 8-K filed May 9, 2024).
4.32
Form of the Registrant's 2031 Note (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report
on Form 8-K filed May 9, 2024).
4.33
Form of the Registrant's 2034 Note (incorporated by reference to Exhibit 4.3 to the Registrant's Current Report
on Form 8-K filed May 9, 2024).
4.34
Form of the Registrant's 2044 Note (incorporated by reference to Exhibit 4.4 to the Registrant's Current Report
on Form 8-K filed May 9, 2024).
4.35
Form of the Registrant's 2054 Note (incorporated by reference to Exhibit 4.5 to the Registrant's Current Report
on Form 8-K filed May 9, 2024).
4.36
Form of the Series A Junior Subordinated Notes (incorporated by reference to Exhibit 4.2 to the Registrant's
Current Report on Form 8-K Filed December 10, 2024).
4.37
Form of the Series B Junior Subordinated Notes (incorporated by reference to Exhibit 4.3 to the Registrant's
Current Report on Form 8-K Filed December 10, 2024).
4.38
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
Material
Contracts
196
10.1
Confidentiality Agreement, dated November 17, 2024, by and between the Registrant and Glenview Capital
Management, LLC (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K
filed November 18, 2024).
10.2
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 10.2 of the
Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2019).
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 Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended June 30, 2022).
10.4
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 Registrant's Quarterly Report on Form 10-
Q for the fiscal quarter ending March 31, 2023).
10.5
Third Amendment to Five Year Credit Agreement dated as of May 16, 2024, to the Five Year Credit
Agreement dated as of May 16, 2019, as amended by the Second Amendment to Five Year Credit Agreement,
dated as of March 23, 2023, 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 10.1 to the Registrant's Quarterly Report on Form
10-Q for the fiscal quarter ended June 30, 2024).
10.6
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
Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2021).
10.7
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 Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended June 30, 2022).
10.8
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 Registrant's Quarterly Report on Form 10-
Q for the fiscal quarter ending March 31, 2023).
10.9
Third Amendment to Five Year Credit Agreement dated as of May 16, 2024, to the Five Year Credit
Agreement dated as of May 11, 2021, as amended by the Second Amendment to Five Year Credit Agreement,
dated as of March 23, 2023,
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 10.2 to the Registrant's Quarterly Report on Form
10-Q for the fiscal quarter ended June 30, 2024).
10.10
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
Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2022).
10.11
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 Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ending March 31, 2023).
10.12
Second Amendment to Five Year Credit Agreement dated as of May 16, 2024, to the Five Year Credit
Agreement dated as of May 16, 2022, as amended by the First Amendment to Five Year Credit Agreement,
dated as of March 23, 2023, 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 to the Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended June 30, 2024).
10.13*
Universal 409A Definition Document, as amended (incorporated by reference to Exhibit 10.28 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2015).
10.14 *
The Registrant's 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 Registrant's Quarterly Report on Form
10-Q for the fiscal quarter ended June 30, 2009).
10.15*
Form of Enterprise Non-Competition, Non-Disclosure and Developments Agreement between the Registrant
and certain of the Registrant's executive officers (incorporated by reference to Exhibit 10.25 of the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 2013).
10.16*
The Registrant's 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).
10.17*
The Registrant's 2007 Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 99.2
to the Registrant's Registration Statement on Form S-8 filed May 19, 2020).
197
10.18*
Amendment
to Registrant's
2007 Employee
Stock Purchase
Plan dated May 2,
2023 (incorporated by reference
to
Exhibit
10.1 of Registrant's Quarterly Report
on
Form
10-Q for the
fiscal
quarter ending
June
30,
2023).
10.19*
The
Registrant's Amended and Restated Deferred Compensation Plan (incorporated by reference
to Exhibit
10.10
to the
Registrant's Annual
Report
on
Form
10-K for the
fiscal
year ended December 31, 2021).
10.20*
The
Registrant's Partnership Equity
Program, as amended (incorporated by reference
to Exhibit
10.25 to the
Registrant's Annual
Report
on Form
10-K for the
fiscal
year ended December 31, 2016).
10.21*
The
Registrant's Performance-Based Restricted Stock Unit
Plan, as amended (incorporated by reference
to
Exhibit
10.27 to the
Registrant's Annual
Report
on
Form
10-K for the
fiscal
year ended December 31, 2016).
10.22*
The
Registrant's 2017 Incentive
Compensation
Plan, as amended (incorporated by reference
to Exhibit
99.1 to the
Registrant's Registration Statement
on Form
S-8 filed May 23, 2024).
10.23*
Forms of award agreements to be
used under the
2017 ICP, as amended (incorporated
by
reference
to Exhibit
10.2 to the
Registrant's Current
Report
on Form
8-K filed May 22, 2024).
10.24*
The
Registrant's Executive
Incentive
Plan, as amended (incorporated by
reference
to Exhibit
10.4 to the
Registrant's Quarterly Report
on Form
10-Q for the
fiscal
quarter ended June
30, 2017).
10.25*
The
Registrant's Long-Term
Incentive
Plan, as amended (incorporated by reference
to Exhibit
10.5 to the
Registrant's Quarterly Report
on Form
10-Q for the
fiscal
quarter ended June
30, 2017).
10.26*
Oak Street
Health, Inc. Omnibus Incentive
Plan (incorporated by reference
to Exhibit
99.1 to the
Registrant's
Registration Statement
on Form
S-8 filed May 2,
2023.
10.27*
Oak Street
Health, Inc. Omnibus Incentive
Plan, as amended.
10.28*
Signify Health,
Inc. 2021 Long-Term
Incentive
Plan (incorporated by reference
to Exhibit
99.1 to the
Registrant's
Registration Statement
on Form
S-8 filed March 29, 2023).
10.29*
Signify Health,
Inc. 2021 Long-Term
Incentive
Plan, as amended (incorporated by reference
to Exhibit
99.1 to
the
Registrant's Registration Statement
on
Form
S-8 filed August
2, 2023).
10.30*
Form
of Non-Qualified Stock Option Agreement
between the
Registrant
and selected employees of the
Registrant
(incorporated by reference
to Exhibit
10.29 to the
Registrant's Annual
Report
on
Form
10-K for the
fiscal
year
ended December 31, 2014).
10.31*
Form
of Non-Qualified Stock Option Agreement
between the
Registrant
and selected employees of the
Registrant
(incorporated by reference
to Exhibit
10.39 to the
Registrant's Annual
Report
on
Form
10-K for the
fiscal
year
ended December 31, 2018).
10.32*
Form
of Nonqualified
Stock Option Agreement
between the
Registrant
and selected employees of the
Registrant
(incorporated by
reference
to Exhibit
10.55 to the
Registrant's Annual
Report
on
Form
10-K for the
fiscal
year
ended December 31, 2021).
10.33*
Form
of Nonqualified
Stock Option Agreement
between the
Registrant
and selected executives of the
Registrant
(incorporated by
reference
to Exhibit
10.3 of Registrant's Quarterly Report
on Form
10-Q for the
fiscal
quarter
ending March 31,
2022).
10.34*
Form
of Nonqualified
Stock Option Agreement
between the
Registrant
and selected executives of the
Registrant
(incorporated by
reference
to Exhibit
10.4 of Registrant's Quarterly Report
on Form
10-Q for the
fiscal
quarter
ending March 31,
2022).
10.35*
Form
of Premium
Nonqualified Stock Option Agreement
between the
Registrant
and selected executives of the
Registrant.
10.36*
Form
of Restricted Stock Unit
Agreement
- Annual
Grant
- between the
Registrant
and selected employees of the
Registrant
(incorporated by reference
to Exhibit
10.30 to the
Registrant's Annual
Report
on Form
10-K for the
fiscal
year ended December 31, 2014).
10.37*
Form
of Restricted Stock Unit
Agreement
- Annual
Grant
- between the
Registrant
and selected employees of the
Registrant
(incorporated by reference
to Exhibit
10.40 to the
Registrant's Annual
Report
on Form
10-K for the
fiscal
year ended December 31, 2018).
10.38*
Form
of Restricted Stock Unit
Agreement
between the
Registrant
and selected employees of the
Registrant.
(incorporated by
reference
to Exhibit
10.1 of Registrant's Quarterly Report
on Form
10-Q for the
fiscal
quarter
ending March 31,
2022).
10.39*
Form of Performance-Based Restricted Stock Unit Agreement between the Registrant and
selected employees of
the
Registrant
(incorporated
by
reference
to
Exhibit
10.31
to
the
Registrant's
Annual
Report
on
Form
10-K
for the fiscal year ended December 31, 2014).
10.40*
Form of Performance-Based Restricted Stock Unit Agreement between the Registrant and
selected employees of
the
Registrant
(incorporated
by
reference
to
Exhibit
10.41
to
the
Registrant's
Annual
Report
on
Form
10-K
for the fiscal year ended December 31, 2018).
10.41*
The
Registrant's Performance-Based Restricted Stock Unit
Program, as amended (incorporated by reference
to
Exhibit
10.38 to the
Registrant's Annual
Report
on
Form
10-K for the
fiscal
year ended December 31, 2018).
10.42*
Form
of Performance
Stock Unit
Agreement
between the
Registrant
and selected employees of the
Registrant
(incorporated by
reference
to Exhibit
10.2 of Registrant's Quarterly Report
on Form
10-Q for the
fiscal
quarter
ending March 31,
2022).
198
10.43*
Form of Partnership Equity Program Participant Purchased RSUs, Company Matching RSUs and Company
Matching Options Agreement (Pre-Tax) (incorporated by reference to Exhibit 10.32 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 2014).
10.44*
Form of 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 Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 2018).
10.45*
Form of Partnership Equity Program Participant Purchased Share, Company Matching RSUs and Company
Matching Option Agreement (Post-Tax) (incorporated by reference to Exhibit 10.31 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 2013).
10.46*
Form of Partnership Equity Program Participant Purchased Share, Company Matching RSUs and Company
Matching Option Agreement (Post-Tax) (incorporated by reference to Exhibit 10.33 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 2014).
10.47*
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 Registrant's Quarterly Report on Form 10-Q for
the fiscal quarter ended March 31, 2018).
10.48*
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 Registrant's Quarterly Report on Form 10-Q for
the fiscal quarter ended June 30, 2019).
10.49*
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 Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 2018).
10.50*
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 Registrant's Quarterly Report on Form 10-Q for
the fiscal quarter ended September 30, 2020).
10.51*
The Registrant's Management Incentive Plan.
10.52*
The Registrant's Amended and Restated Severance Plan for Non-Store Employees dated
January 1, 2025.
10.53*
The Registrant's Executive Health Program Summary and Program Document effective September 20, 2023.
10.54*
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).
10.55*
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).
10.56*
Letter Agreement dated May 16, 2021 between the Registrant and Shawn Guertin (incorporated by reference to
Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2021).
10.57*
Restrictive Covenant Agreement dated May 16, 2021 between CVS Pharmacy, Inc. and Shawn Guertin
(incorporated by reference to Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2021).
10.58*
Change in Control Agreement dated May 16, 2021 between the Registrant and Shawn Guertin (incorporated by
reference to Exhibit 10.6 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June
30, 2021).
10.59*
Restrictive Covenant Agreement dated January 7, 2024 between the Registrant and Thomas F. Cowhey
(incorporated by reference to Exhibit 10.53 to the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2023).
10.60*
Change in Control Agreement effective as of January 5, 2024 between the Registrant and Thomas F. Cowhey
(incorporated by reference to Exhibit 10.54 to the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2023).
10.61*
Restrictive Covenant Agreement dated June 20, 2022 between the Registrant and Tilak Mandadi (incorporated
by reference to Exhibit 10.1 of Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ending March
31, 2023).
10.62*
Change in Control Agreement effective as of August 11, 2022 between the Registrant and Tilak Mandadi
(incorporated by reference to Exhibit 10.2 of Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ending March 31, 2023).
10.63*
Restrictive Covenant Agreement dated May 11, 2022 between the Registrant and Prem Shah (incorporated by
reference to Exhibit 10.3 of Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ending March
31, 2023).
10.64*
Change in Control Agreement effective as of January 27, 2023 between the Registrant and Prem Shah
(incorporated by reference to Exhibit 10.4 of Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ending March 31, 2023).
199
10.65*
Restrictive Covenant Agreement dated January 17, 2023 between the Registrant and Samrat Khichi
(incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2024).
10.66*
Change in Control Agreement effective as of February 20, 2023 between the Registrant and Samrat Khichi
(incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2024).
10.67*
Separation and Advisory Services Letter Agreement dated October 17, 2024 between the Registrant and Karen
S.
Lynch.
10.68*
Promotion Grant Award Agreement dated November 30, 2024 between the Registrant and J. David Joyner.
10.69*
Descriptions of certain arrangements not embodied in formal documents as described under the heading "Non-
Employee Director
Compensation" are incorporated herein by reference to the Proxy Statement (when filed).
19
Insider trading policies and procedures
19.1
Securities Trading Policy of CVS Health Corporation, as amended January 28, 2025.
21
Subsidiaries of the registrant
21.1
Subsidiaries of CVS Health Corporation.
23
Consents of experts and counsel
23.1
Consent of Ernst & Young LLP.
31
Rule 13a-14(a)/15d-14(a) Certifications
31.1
Certification by the Chief Executive Officer.
31.2
Certification by the Chief Financial Officer.
32
Section 1350 Certifications
32.1
Certification by the Chief Executive Officer.
32.2
Certification by the Chief Financial Officer.
97
Policy Relating to Recovery of Erroneously Awarded Compensation
97.1*
Registrant's Dodd-Frank Clawback Policy adopted September 21, 2023 (incorporated by reference to Exhibit
97.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2023).
101
Interactive Data File
101
The following materials from the CVS Health Corporation Annual Report on Form 10-K for the fiscal year
ended December 31, 2024 formatted in Inline XBRL: (i) the Consolidated Statements of Operations, (ii) the
Consolidated Statements of Comprehensive Income, (iii) the Consolidated
Balance Sheets, (iv) the
Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Shareholders' Equity and (vi) the
related
Notes
to
Consolidated
Financial Statements.
The instance document does not appear in the Interactive
Data File because its XBRL tags are embedded within the Inline XBRL document.
104
104
Cover Page Interactive Data File - The cover page from the Company's Annual Report on Form 10-K for the
year ended December 31, 2024, formatted in Inline XBRL (included as Exhibit 101).
Note † Certain of the exhibits and schedules to this exhibit, as well as certain information marked by [***], have been omitted in
accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits
and schedules to the Securities and Exchange Commission upon its request.
Item 16. Form 10-K Summary.
None.
200
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
CVS HEALTH CORPORATION
Date:
February 12, 2025
By:
Thomas F. Cowhey
Executive Vice President and Chief Financial Officer
/s/ THOMAS F. COWHEY
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title(s)
Date
Fernando Aguirre
/s/ FERNANDO AGUIRRE
Director
February 12, 2025
Jeffrey R. Balser, M.D., Ph.D.
/s/ JEFFREY R. BALSER, M.D., Ph.D.
Director
February 12, 2025
C.
David Brown II
/s/ C. DAVID BROWN II
Director
February 12, 2025
James D. Clark
/s/ JAMES D. CLARK
Senior Vice President - Controller and Chief
Accounting Officer (Principal Accounting Officer)
February 12, 2025
Thomas F. Cowhey
/s/ THOMAS F. COWHEY
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
February 12, 2025
Alecia A. DeCoudreaux
/s/ ALECIA A. DECOUDREAUX
Director
February 12, 2025
Nancy-Ann M. DeParle
/s/ NANCY-ANN M. DEPARLE
Director
February 12, 2025
Roger N. Farah
/s/ ROGER N. FARAH
Chair of the Board and Director
February 12, 2025
Anne M. Finucane
/s/ ANNE M. FINUCANE
Director
February 12, 2025
J.
David Joyner
/s/ J. DAVID JOYNER
President and Chief Executive Officer
(Principal Executive Officer) and Director
February 12, 2025
J.
Scott Kirby
/s/ J. SCOTT KIRBY
Director
February 12, 2025
Michael F. Mahoney
/s/ MICHAEL F. MAHONEY
Director
February 12, 2025
Jean-Pierre Millon
/s/ JEAN-PIERRE MILLON
Director
February 12, 2025
Leslie V. Norwalk
/s/ LESLIE V. NORWALK
Director
February 12, 2025
Larry M. Robbins
/s/ LARRY M. ROBBINS
Director
February 12, 2025
Guy P. Sansone
/s/ GUY P. SANSONE
Director
February 12, 2025
Mary L. Schapiro
/s/ MARY L. SCHAPIRO
Director
February 12, 2025
Douglas H. Shulman
/s/ DOUGLAS H. SHULMAN
Director
February 12, 2025
Reconciliation
Adjusted
Earnings
Per
Share
(Unaudited)
CVS
Health
Corporation
together with its subsidiaries (collectively,
"CVS
Health"
or
the "Company")
uses
non-
GAAP
financial
measures
to
analyze
underlying
business
performance
and
trends.
The
Company
believes
that
providing these non-GAAP
financial
measures
enhances
the Company's
and investors'
ability to compare
the
Company's
past financial performance with its
current
and expected future
performance. These non-GAAP
financial
measures
are
provided
as
supplemental
information
to
the
financial
measures
the Company
discloses
that are
calculated and presented in accordance
with GAAP.
Non-GAAP
financial
measures
should not be considered a
substitute for,
or superior to,
financial
measures determined
or calculated
in
accordance
with
GAAP.
The
Company's
definitions
of
its
non-GAAP
financial
measures
may
not
be
comparable
to
similarly
titled
measurements
reported
by
other companies.
GAAP
diluted
EPS
and
Adjusted
EPS,
respectively,
are
calculated
by
dividing
net income attributable
to CVS
Health
and
adjusted
income
attributable
to
CVS
Health
by
the Company's
weighted
average
diluted
shares
outstanding. The Company
defines
adjusted income attributable to CVS Health as
net income
attributable
to CVS
Health
(GAAP
measure)
excluding
the
impact
of
amortization
of
intangible
assets, net realized capital gains or
losses
and other
items,
if
any,
that
neither
relate
to the ordinary course
of
the Company's
business
nor
reflect
the
Company's
underlying business
performance, such as acquisition-related
integration costs,
restructuring
charges,
office real estate optimization charges,
opioid litigation charges,
gains/losses
on early extinguishment of
debt
and
the corresponding tax benefit or expense related
to the
items
excluded from
adjusted income
attributable
to CVS
Health.
The
following is
a
reconciliation of
net
income
attributable
to CVS
Health to adjusted income
attributable
to CVS
Health and calculations
of
GAAP
diluted EPS
and Adjusted EPS:
In
millions,
except per share
data
Year
Ended
December
31,
2024
Net
income
attributable
to
CVS
Health
(GAAP
measure)
$
4,614
Amortization
of
intangible
assets
Note (1)
2,025
Net
realized
capital
gains
Note (2)
(117)
Acquisition-related
integration
costs
Note (3)
243
Restructuring
charges
Note (4)
1,179
Office
real
estate
optimization
charges
Note (5)
30
Opioid
litigation
charge
Note (6)
100
Gain
on
early
extinguishment
of
debt
Note (7)
(491)
Tax
impact
of
non-GAAP
adjustments
Note (8)
(745)
Adjusted
income
attributable
to
CVS
Health
$
6,838
Weighted
average
diluted
shares
outstanding
1,262
GAAP
diluted
earnings
per
share
$
3.66
Adjusted
EPS
$
5.42
Footnotes
Note 1)
The Company's
acquisition activities
have resulted in the recognition of
intangible assets
as
required under
the
acquisition method of
accounting which consist
primarily of
trademarks,
customer
contracts/relationships,
covenants
not
to compete,
technology,
provider
networks
and value of
business
acquired.
Definite-lived
intangible assets are amortized over their estimated useful lives and are tested for impairment when events
indicate that the carrying value may
not be recoverable. The amortization of intangible assets
is
reflected in
operating expenses
within each segment.
Although intangible assets
contribute to the Company's
revenue
generation,
the amortization of
intangible assets
does
not
directly relate to the underwriting of
the Company's
insurance
products,
the services
performed for
the Company's
customers
or
the sale of
the Company's
products
or
services.
Additionally,
intangible asset
amortization expense typically fluctuates
based on the size and timing
of
the Company's
acquisition activity.
Accordingly,
the Company believes
excluding the amortization of
intangible assets enhances the Company's and investors' ability to compare
the Company's past financial
performance with its
current
performance and to analyze underlying business
performance and trends.
Intangible
asset amortization
excluded
from
the
related
non-GAAP
financial measure
represents the
entire
amount
recorded within the Company's
GAAP
financial
statements,
and the revenue generated by the
associated intangible assets
has
not
been excluded from
the related non-GAAP
financial measure.
Intangible
asset
amortization is
excluded from
the related non-GAAP
financial measure
because
the
amortization,
unlike
the related revenue, is not affected by operations of any particular period unless an intangible asset
becomes
impaired or the estimated useful life of an intangible asset is revised.
Note 2)
The Company's
net
realized capital
gains
and losses
arise from
various
types
of
transactions,
primarily in the
course of
managing a portfolio of
assets
that
support
the payment
of
insurance liabilities.
Net
realized capital
gains
and losses
are reflected in net
investment
income (loss)
within each segment.
These capital
gains
and
losses are the result of investment decisions, market conditions and
other economic developments that are
unrelated to the performance of
the Company's
business,
and the amount
and
timing of these capital gains and
losses do not directly relate to the underwriting
of the Company's insurance products, the services performed
for the
Company's customers or the
sale
of the
Company's products or services.
Accordingly,
the
Company
believes
excluding net
realized capital
gains
and losses
enhances
the Company's
and investors'
ability to
compare the Company's
past
financial
performance with its
current
performance and to analyze underlying
business
performance and trends.
Note 3)
The acquisition-related integration costs relate to the acquisitions of Signify Health, Inc. ("Signify Health") and
Oak
Street Health,
Inc.
("Oak
Street Health").
Note 4)
The
restructuring
charges include
a
store
impairment charge,
corporate
workforce
optimization
costs,
including
severance and employee-related
costs,
other asset impairment and
related
charges associated
with
the
discontinuation of
certain non-core assets,
and a stock-based compensation charge.
During the third quarter
of
2024,
the Company finalized an enterprise-wide restructuring plan intended to streamline and simplify the
organization,
improve efficiency
and reduce costs.
In connection with this
restructuring plan,
the Company
completed a strategic review
of
its
retail
business
and determined that
it
plans
to close additional
retail
stores
in
2025,
and,
accordingly,
it
recorded a store impairment
charge to write down the associated operating or
financing
lease
right-of-use assets
and property and equipment.
In addition,
during the third quarter
of
2024,
the
Company also conducted a review of its various strategic assets and determined that it would discontinue
the
use of
certain non-core assets,
at
which time impairment
losses
were recorded to write down the carrying value
of
these assets
to the Company's
best
estimate of
their
fair
value.
Note 5)
The office real
estate optimization charges
primarily relate to the abandonment
of
leased real
estate and the
related
right-of-use assets
and property and equipment
in connection with the Company's
evaluation of
corporate office real
estate space in response to its
ongoing flexible work arrangement.
The office real
estate
optimization charges
are reflected in operating expenses
within each segment.
Note 6)
The opioid litigation charge relates
to a change in the Company's
accrual
related to ongoing opioid litigation
matters.
Note 7)
The
gain on early extinguishment
of
debt
relates
to the Company's
repayment
of
approximately $2.6 billion of
its outstanding senior notes in December 2024, pursuant to its tender offer for such senior notes.
\)
]epresents
the
corresponding
tax
benefit
or
expense
related
to
the
items
excluded
from
adjusted
income
attributable to
CVS
Health
and Adjusted EPS.
The nature of
each non-GAAP
adjustment
is
evaluated
to
determine
whether
a
discrete
adjustment
should
be
made
to
the
adjusted
income
tax
provision.
8) Represents the corresponding tax benefit or expanse related to the items excluded from adjusted income
attributable to CVS Health and Adjusted EPS. The nature of each non-GAAP adjustment is evaluated to
determine whether a discrete adjustment should be made to the adjusted income tax provision
Officer, director and stockholder information
Officers
J. David Joyner
President and
Chief Executive Officer
Thomas F. Cowhey
Executive Vice President and
Chief Financial Officer
Heidi B. Capozzi
Executive Vice President and
Chief People Officer
Sreekanth K. Chaguturu, MD
Executive Vice President and
President of Health Care Delivery
Edward P. DeVaney
Executive Vice President and
President of Pharmacy Services
David A. Falkowski
Executive Vice President and
Chief Compliance Officer
Samrat S. Khichi
Executive Vice President,
Chief Policy Officer and
General Counsel
Tilak Mandadi
Executive Vice President,
Ventures and Chief Digital, Data,
Analytics and Technology Officer
Laurence F. McGrath
Executive Vice President,
Chief Strategy Officer and
Chief Strategic Advisor to the CEO
Steven H. Nelson
Executive Vice President and
President of Aetna
Prem S. Shah
Executive Vice President and
Group President
Leonard T. Shankman
Executive Vice President and
President of Pharmacy &
Consumer Wellness
S
heryl A. Burke
Senior Vice President,
Corporate Social Responsibility and
Chief Sustainability Officer
James D. Clark
Senior Vice President, Controller
and Chief Accounting Officer
Tracy L. Smith
Senior Vice President and Treasurer
Kristina V. Fink
Senior Vice President,
Corporate Secretary and
Chief Governance Officer
Thomas S. Moffatt
Vice President, Assistant Secretary
and Senior Legal Counsel
Yimin Zhang
Vice President, Tax
OFFICERS’ CERTIFICATIONS
The Company has filed the required
certifications under Section 302 of the
Sarbanes-Oxley Act of 2002 regarding the
quality of our public disclosures as Exhibits
31.1 and 31.2 to our Annual Report on
Form 10-K for the fiscal year ended
December 31, 2024. After our 2024 annual
meeting of stockholders, the Company
filed with the New York Stock Exchange the
CEO certification regarding its compliance
with the NYSE corporate governance listing
standards as required by NYSE Rule
303A.12(a).
Directors
Fernando Aguirre
Note (1) Note (3)
Former Chairman and
Chief Executive Officer,
Chiquita Brands International, Inc.
Jeffrey R. Balser, MD, PhD
(1) (2) (5)
President and Chief Executive
Officer, Vanderbilt University
Medical Center
C. David Brown II
(3) Note (4)
Partner and Former Member of
the Executive Committee, Nelson
Mullins Riley & Scarborough LLP
Alecia A. DeCoudreaux
Note (2) Note (4)
President Emerita, Mills College
at Northeastern University
and Former Executive,
Eli Lilly and Company
Nancy-Ann M. DeParle
Note (2) Note (4)
Managing Partner and Co-Founder,
Consonance Capital Partners, LLC
and Former Deputy Chief of Staff
and Director of the White
House Office of Health Reform
Roger N. Farah
Note (3) Note (4) Note (5)
Executive Chair of the Board,
CVS Health Corporation and
Former Executive, Tory Burch
and Ralph Lauren
Anne M. Finucane
Note (1) Note (3) (5)
Chair of the Board,
Rubicon Carbon and
Former Vice Chairman,
Bank of America Corporation
J. David Joyner
Note (5)
President and Chief Executive
Officer, CVS Health Corporation
J. Scott Kirby
Note (2)
Chief Executive Officer,
United Airlines Holdings, Inc.
Michael F. Mahoney
Note (3) Note (5)
Chairman, Chief Executive
Officer and President,
Boston Scientific Corporation
Jean-Pierre Millon
Note (1) Note (2)
Former President and
Chief Executive Officer,
PCS Health Systems, Inc.
Leslie V. Norwalk
Note (2)
Strategic Counsel,
Epstein Becker & Green, P.C.
Larry M. Robbins
Founder, Chief Executive
Officer and Portfolio Manager,
Glenview Capital Management,
LLC
Guy P. Sansone
Note (1)
Co-Founder, Chairman and
Chief Executive Officer,
H2 Health
Mary L. Schapiro
Note (1) Note (2)
Vice Chair for Global Public
Policy, Bloomberg L.P. and
Former Chairman of the
U.S. Securities and Exchange
Commission
Douglas H. Shulman
Note (3)
Chairman and Chief Executive
Officer, OneMain Holdings, Inc.
Committee membership
(as of March 17, 2025)
(1) Audit Committee
(2)
Note (3) Management Planning and
Development Committee
Note (4) Nominating and Corporate
Governance Committee
Note (5) Executive Committee
Stockholder information
Corporate headquarters
CVS Health Corporation
One CVS Drive
Woonsocket, RI 02895
401-765-1500
Annual Meeting of Stockholders
May 15, 2025
VirtualShareholderMeeting.com/
CVS2025
Stock market listing
The New York Stock Exchange
Symbol: CVS
Transfer agent and registrar
Questions regarding stock holdings, certificate replacement/
transfer, dividends and address changes should be
directed to:
EQ Shareowner Services
PO Box 64874
St. Paul, MN 55164-0874
Toll-free:
1-877-CVS-PLAN (287-7526)
International:
+1-651-450-4064
Email:
StockTransfer@eq-us.com
Website:
ShareownerOnline.com
Direct Stock Purchase/Dividend Reinvestment Program
Shareowner Services Plus Plan
℠
provides a convenient and
economical
way
for
you
to
purchase your first shares or
additional shares of CVS Health® common stock. The program
is sponsored and administered by EQ Shareowner Services.
SM
For more information, including an enrollment
form, please contact EQ Shareowner Services at
1-877-287-7526
.
Annual Report on Form 10-K and
other company information
The Company’s Annual Report on Form 10-K will
be sent without charge to any stockholder upon
request by contacting:
CVS Health Corporation
Investor Relations Office
One CVS Drive, MC 1008
Woonsocket, RI 02895
1-800-201-0938
In addition, financial reports and recent filings
with the Securities and Exchange Commission,
including our Form 10-K, as well as other
Company information, are available via the
Internet at
Investors.CVSHealth.com
.
CVS Health
One CVS Drive
Woonsocket, RI 02895
401-765-1500
CVSHealth.com
www.fsc.org
MIX
Paper | Supporting
responsible forestry
FSC® C002420
The Forest Stewardship Council® is an international
nongovernmental organization that promotes
environmentally appropriate, socially beneficial and
economically viable management of the world’s
forests. To learn more, visit
www.FSC.org
Trees
saved
36.5
fully grown
Water
saved
13,200
gallons
Energy
saved
16.6 million
BTUs
Greenhouse gases
not produced
23,700
pounds CO2
Hazardous air
pollutants
not produced
1.4
pounds
Environmental impact estimates were calculated using the Environmental Network Paper Calculator
Version 4.0. For more information, visit
www.PaperCalculator.org