Code of Conduct Dear CVS Health™ Colleagues

Over the years CVS Health has built an outstanding reputation with our customers, colleagues and key stakeholders. Our reputation for superior customer service and excellence in execution, coupled with our high level of integrity and sound business practices have helped us build a solid foundation of trust. This foundation is a valuable asset that has taken years to build, and is vital to our long-term success. As we look toward the future, we remain steadfast in our commitment to doing the right things in the right way, complying with laws and regulations and never compromising our standards. As you go about your day-to-day work and deal with challenging issues, I encourage you to refer to our Code of Conduct. The Code of Conduct was designed to help establish appropriate “rules of the road” for colleagues looking for the right solutions to ethical questions or issues and in obtaining additional guidance when the correct path is not clear. Each of your decisions and actions shape our reputation at CVS Health. That is why we must all commit to act with integrity while meeting our responsibilities. The Code is an excellent guide to doing the right thing, but it is not a substitute for good judgment, nor can it address every issue. So where there is no written rule or precedent, decisions need to be consistent with our company’s Purpose, Strategy and Values, which represent our guiding principles as an organization. In doing so we will continue to earn the trust that our stakeholders have placed in us. Thank you for all your hard work and continued dedication to our company and its long-term success. Sincerely,

Larry Merlo President and Chief Executive Officer Table of Contents

What We Stand For...... 3 Care Clients, Customers and Payors Our Story...... 3 (not including Public Officials)...... 23 Our Purpose...... 3 Interactions with Public Officials or Government Employees or Agents...... 23 Our Values...... 3 Interactions with Health care Professionals...... 24 Living Our Code of Conduct...... 4 Interactions with Patients and Customers...... 25 Introduction...... 4 Open House Events...... 26 Scope...... 4 Gifts and Entertainment Policy Questions Compliance with the Law and the and Answers...... 26 Highest Ethical Standards...... 4 Antitrust Laws...... 26 Getting More Information...... 4 News Media...... 27 Waivers...... 4 Social Media...... 27 Seeking Guidance and Reporting Issues...... 5 Business Firewalls...... 27 Taking Care of Those We Serve...... 6 Environmental Protection...... 27 Professional Practices...... 7 Doing the Right Thing...... 28 Privacy and Security of Personal Information...... 8 Conduct with Public Officials...... 29 Compromised PHI or PII...... 9 Corporate Political Contributions...... 29 Acting with Integrity...... 10 Individual Political Activities...... 30 Financial Integrity...... 11 Anti-Kickback Laws...... 30 Confidential and Proprietary Information...... 11 Fraud, Waste and Abuse...... 30 Conflicts of Interest...... 12 Bribery and Foreign Business Dealings...... 31 Asset Protection...... 12 Medicare Part D Participation...... 32 Insider Trading Laws...... 13 Government Reimbursement and the Disclosure of Non-Public Material Information...... 14 False Claims Act...... 32 Requests for Information from the Ineligible Health Care Providers...... 33 Investment Community...... 14 Anti-Money Laundering...... 33 Charitable Contributions...... 15 Government Requests and Subpoenas...... 33 Records Retention and Management...... 15 Maintaining Trust...... 34 Respecting Colleagues...... 16 The CVS Health Corporate Integrity Respecting One Another...... 17 Agreements (CIAs)...... 35 Non-Discrimination...... 17 Holding Ourselves Accountable...... 36 Examples of Harassment...... 17 Chief Compliance Officer...... 37 Health and Safety...... 18 Colleague Responsibilities...... 37 Labor Practices...... 18 Leadership Responsibilities...... 37 Colleague Privacy...... 18 Financial Leaders...... 38 Drugs and Alcohol...... 19 Resources...... 38 Gambling...... 19 Investigations...... 39 Interacting with Others...... 20 Non-Retaliation...... 39 Interactions with Suppliers...... 21 Consequences of Wrongdoing...... 40 Interactions with PBM Clients, Long Term Index...... 41

1 2 CVS Health Code of Conduct What We Stand For

Our Story Our Values Millions of times a day, close to home and across the Innovation country, we’re helping people on their path to better health. Demonstrating openness, curiosity and creativity We’re reinventing pharmacy to have a more active, in the relentless pursuit of delivering excellence supportive role in each person’s unique health experience Collaboration and in the greater health care environment—from advising Sharing and partnering with people to explore on prescriptions to helping manage chronic and specialty and create things that we could not do on our own conditions to providing quality walk-in medical care and Caring pharmacy benefits management. Treating people with respect and compassion Because we’re present in so many moments, in ways so they feel valued and appreciated that are more affordable and effective, we’re able to Integrity positively influence health behavior and shape the future Delivering on our promises; doing what we of health care for people, businesses and communities. say and what is right Health is everything. Accountability Taking personal ownership for our actions Our Purpose and their results With the understanding of what people need and want, along with our commitment to improving the quality of human life and our focus as a pharmacy innovation company, we’ve defined our purpose as: Helping people on their path to better health.

3 Living Our Code of Conduct

Introduction Compliance with the Law We at CVS Health (the “Company”) are in the business of and the Highest Ethical helping to improve people’s lives. It sounds simple, but sometimes it isn’t. Tough issues can get in our way. This Standards Code is intended to help resolve ethics and compliance CVS Health is committed to upholding the highest ethical issues by providing the information, tools and resources standards and complying with applicable laws and necessary to make good decisions. Making good decisions regulations, federal health care program requirements, this isn’t always easy. Competing interests, approaching Code of Conduct and any other Company policies or deadlines and outside distractions can make good decision- requirements. making a challenge. One approach we suggest when faced with a difficult Getting More Information decision is to simply ask yourself two questions: Policies and procedures provide more information about 1) Is it legal? many of the topics in this Code. Guidance can be found on 2) How would it look if the result of your decision went the CVS Health intranet site. viral on social media? Answers to these questions can help guide your thought process when faced with tough decisions – but this “This Code is intended to approach isn’t perfect and neither is this Code of Conduct. No code can give answers for every situation that may arise. help resolve ethics and In the end, CVS Health relies on each colleague to use sound judgment to make the right decision and when compliance issues by necessary, the tough choice. It is important to read this providing the information, Code and understand the roles and responsibilities of a CVS Health colleague. tools and resources necessary to make good decisions.” Scope This Code applies to everyone in the Company including the Board of Directors and all colleagues when doing work for CVS Health. The same high ethical standards apply to all, Waivers regardless of job or level in the organization. In certain In the unlikely event a waiver of, or amendment to, the circumstances, this Code also applies to contractors and Code seems to be necessary, contact the Chief temporary colleagues. Compliance Officer, David Falkowski via email ([email protected]) or phone (401) 770-7486.

4 CVS Health Code of Conduct You may use the CVS Health Ethics Line to report Seeking Guidance and problems or issues or ask questions.

Reporting Issues In addition to reporting problems or issues to your When you have an issue, the first step is to consult your supervisor, Human Resources or the Ethics Line, you also supervisor. When consulting with your supervisor does not have an obligation to report certain events that could seem reasonable, consider approaching another manager, impact CVS Health. For instance, you have an affirmative your department head or anyone else in your management obligation to call the Compliance Exception Line at chain. You may also take your issue directly to Human (847) 559-3099 to report if you have been placed on Resources or another resource, as described at the end of any state or federal exclusion lists, including the U.S. this Code, if that seems more appropriate to the situation. Department of Health and Human Services Office As noted below, you can always call the Ethics Line. It also of Inspector General (OIG) and/or General Services may be helpful to consult applicable policies, procedures Administration (GSA); if any of your employment-related and the Code of Conduct. professional licenses have expired, or been revoked and/ or sanctioned; or if you have been convicted or pled guilty, no contest (nolo contendere), or entered into a pre-trial agreement, deferred adjudication or similar pardon program for a crime other than a minor traffic violation. Please note, the term “conviction” does not include: • Arrests or charges that did not result in conviction; • Convictions that have been judicially dismissed, expunged, erased or sealed; or • Convictions that state law does not permit an employer You may call to consider. the CVS Health Notwithstanding the above, please note that any Ethics Line convictions involving controlled substances, convictions anonymously involving Medicare, Medicaid or any state or federally funded program, and convictions that could result in and toll-free at exclusion from participation in any State or Federal health 1-877-CVS-2040. care program must always be reported. Please see the “Colleague Responsibilities” Section at the conclusion of the Code of Conduct for additional information regarding these types of reporting obligations.

Living Our Code of Conduct 5 Taking Care of Those We Serve

6 CVS Health Code of Conduct Professional Practices You must: • Provide professional services only if you have the required Many CVS Health colleagues, including pharmacists, license, certifi cation or registration. pharmacy technicians, nurses, nurse practitioners, physician assistants and physicians, are required to • Keep required, professional credentials up-to-date if you maintain current professional licensure, certifi cation or perform duties that require credentialing. registration and follow the code of ethics of their • Notify your supervisor immediately if your license is professional organizations. Additionally, the Company revoked or sanctioned or a state or federal regulatory always maintains federal and state licenses as required agency has taken any action that will negatively impact by its business activities. your license or ability to practice. • Notify the Ethics Line immediately if you have been convicted of a crime, with the exceptions as noted on page 5.

Taking Care of Those We Serve 7 It is critical that those we serve – including colleagues who Privacy and Security of also may be utilizing our retail or pharmacy services – Personal Information are able to count on us to protect their personal and health information. Remember, the people we serve trust Our role in the health care industry requires us to collect CVS Health to use their PHI and PII only for purposes of and maintain the personal health information of those we providing our services to them. serve. This data, also called “Protected Health Information” or PHI, is protected under federal and state privacy and Protecting PHI, PII and the confi dentiality of those we serve security laws. These laws require that PHI, such as names, are conditions of employment with CVS Health. addresses, dates of birth, phone numbers and social You should: security numbers that are combined with medical information such as medical diagnoses, prescription • In all cases, use and disclose only the minimum necessary histories and physician notations, be handled in a PHI or PII to perform the job. This includes using health confi dential manner. information with all identifi ers removed whenever possible, and not accessing PHI where there is no business reason “Personally Identifi able Information” (PII) must also be to do so. protected. PII is any piece of information that can potentially be used to uniquely identify, contact or locate a • Be aware that violating this and other privacy requirements, single person. It includes the demographic information such as viewing a patient or plan member’s prescription associated with PHI, as well as other unique identifi ers such history out of curiosity, will result in disciplinary action, up as credit card data, email addresses, driver’s licenses, to and including termination of employment, where fi ngerprints, online contact information, religious affi liations, appropriate. In addition, it can result in civil and/or criminal fi nancial information, certain photographic images or penalties under HIPAA for CVS Health and the employee handwriting. in question for knowing violations.

8 CVS Health Code of Conduct • Disclose PHI or PII to any third party only with appropriate written authorization from the individual, unless the law authorizes or requires the disclosure. • Dispose of unneeded copies of documents containing PHI or PII in the available shred bins and bags. • In your work space, never leave PHI or PII lying on desks, active on computers, in fax machines or in any other generally accessible area. • Take special care to secure PHI and PII when transmitting or transporting it. This includes encrypting emails containing PHI and PII sent outside CVS Health and encrypting any PHI placed on portable devices (such as cartridges, USB devices, disks, laptops, mobile devices).

Compromised PHI or PII Question What should I do if I see an email string If you see any of the following, contact containing PHI going out to people who Information Governance & Privacy are unauthorized to receive it? Operations (see Resources section) immediately: Answer • PHI or PII openly discussed or Remove the PHI and send the email left unprotected. back, telling the offending sender(s) • Requests for more information about the error. Also, if PHI was than what is minimally necessary inappropriately shared with an outside to perform a job. party, you should report it to the Privacy Offi ce. • Unencrypted PHI transmitted electronically.

Taking Care of Those We Serve 9 Acting with Integrity

10 CVS Health Code of Conduct Financial Integrity The Federal Sarbanes-Oxley Act of 2002 (SOX) requires “Use proprietary information only certain Company leaders to certify to the truth and for job-related purposes, never for accuracy of Company fi nancial statements. SOX also mandates that we maintain appropriate fi nancial controls, personal gain or to the detriment report fraud and keep detailed and accurate records of all of our business operations. We will maintain books, of CVS Health.” records and accounts that accurately refl ect the business transactions and assets of CVS Health. If you have a role in public fi nancial communications, make sure disclosures You must: are full, fair, accurate, timely and understandable. • Use proprietary information only for job-related purposes, never for personal gain or to the detriment of CVS Health. Confi dential and • Share proprietary information with co-workers only on a Proprietary Information “need-to-know” basis, and not disclose it to persons outside the Company, including business associates or Confi dential and proprietary information such as trade those we serve, except under the terms of a confi dentiality secrets (which may include certain Company policies and/or agreement approved by the Legal Department. procedures), technological advances, customer lists, knowledge of acquisitions or divestitures and fi nancial • Return all proprietary information in your possession data are some of the Company’s most valuable business upon leaving CVS Health. assets. This includes information that might be of use to • If you worked for a competitor before joining CVS Health, competitors or harmful to the Company or those we not share proprietary and confi dential business serve if disclosed to others. To determine whether or not information of the former employer. information is proprietary, consider whether information that is handled or shared in the job might give our competitors • If you are asked to produce a CVS Health policy or an unfair advantage if disclosed to them. procedure, ensure you are in compliance with our Distribution of CVS Health Policies and Procedures to PBM Clients and Other Third Parties Policy, available on the Policy and Procedure Portal.

CONFIDENTIAL Acting with Integrity 11 Conflicts of Interest Asset Protection A “conflict of interest” may arise when personal interests or The Company’s physical assets include items such as activities appear to improperly influence our ability to act inventory, office and store equipment, vehicles, supplies, in the best interests of the Company. Employees must make reports and records, telephones, computers, laptops, prompt and full disclosure of any situation that may tablets and any other tangible property that CVS Health involve an actual or potential conflict of interest. Employees owns, rents or leases. Assets may also be non-physical, for should contact the CVS Health Conflict of Interest Line at example, the Company name, logo, trade secrets, strategies (847) 559-4100 to make such disclosures, or to report any and customer information. Protecting CVS Health assets questions, problems or issues regarding conflicts of interest. against loss, theft or other misuse is the responsibility of Certain employees may also be required to sign an annual every colleague because it directly impacts our profitability Conflicts of Interest Certification as outlined in the and our reputation. CVS Health Conflicts of Interest Policy available on the When circumstances warrant, CVS Health reserves the right Policy and Procedure Portal. to require any colleague, while on duty or on CVS Health property, to submit to a non-invasive inspection of their person, vehicle, uniform, locker, package, handbag, briefcase or personal property. CVS Health also reserves All colleagues should avoid the right to monitor communication tools, including the situations that present a potential content and usage of email and voicemail, and any such communications which are the sole property of CVS Health or actual conflict between including any and all communications regarding CVS Health personal interest and the interest business on colleagues’ personal devices. CVS Health reserves the right to temporarily take possession of any of CVS Health. personal device(s) used to communicate CVS Health business to image relevant communications. You should:

Situations involving a conflict of interest may not always be • Only use the CVS Health name for authorized Company obvious or easy to resolve. Some circumstances that may business and never in connection with personal activities. present an actual or potential conflict of interest include, • Use computer information, including email, primarily but are not limited to: for business purposes because it is the property of the • Outside employment; Company and not of the colleague. • Participation in outside organizations; • Not share user access credentials (i.e., IDs and passwords) with anyone. • You or a close relative having a financial interest in a CVS Health competitor, vendor or client;

• Use of Company assets for certain purposes; • Employment of Relatives; and “Assets may also be non-physical, • Intimate or Romantic Relationships. for example, the Company name, For further details as to what may qualify as a potential conflict of interest, please consult the CVS Health Conflicts logo, trade secrets, strategies and of Interest Policy. If any transaction or relationship could customer information.” lead to a conflict of interest for a corporate officer or a member of the Board of Directors, disclose it to the Chief Compliance Officer, who will notify the Board of Directors. Conflicts of interests involving the Chief Compliance Officer also must be disclosed to the Board of Directors.

12 CVS Health Code of Conduct Please note that either positive or negative information Insider Trading Laws may be material. If you have any concerns as to whether It is generally against federal law to trade stocks or other information you possess may be considered material securities of a public company if we have material non- non-public information, you should contact our General public information about that company. Information is Counsel or Corporate Secretary. considered material if it would likely affect the stock price or an investor’s decision to buy, hold or sell the stock. Although the CVS Health stock trading policy applies to all Nor may we “tip,” or pass information on to others to trade, Directors, offi cers, and employees of CVS Health and its if the “tip” is based on information that is not available to subsidiaries and affi liates, additional restrictions regarding the public. We will always review and abide by the stock Company stock trading apply to: (1) members of the Board trading policy prior to making any trade of CVS Health stock, of Directors and executive offi cers of CVS Health, as well as including stock option exercises and purchases or sales of designated offi cers and employees of the Company or its CVS Health stock. principal operating subsidiaries who are regularly in possession of material non-public information; (2) Information that may be regarded as material may include, designated offi cers and employees of the Company or its but is not limited to: principal operating subsidiaries who may frequently • Unannounced projections of future earnings or losses; possess material non-public information due to their knowledge of the Company’s fi nancial reporting process; • Signifi cant pending or proposed mergers, acquisitions and (3) other employees possessing material non-public or fi nancing transactions; information that are designated by the Company due to their • Major changes in senior management; role in projects that are material to the Company. These individuals are considered Key Persons. Key Persons may • Anticipated fi nancial information that departs from only trade CVS Health stock during a permitted trading what the market would expect; window and must clear any trade with the Offi ce of the • Confi dential and proprietary information about Corporate Secretary before the transaction occurs. These our business partners; or restrictions are explained in the Company’s Statement of Company Policy on Securities Trades by Company • Winning or losing a PBM client. Personnel.

Acting with Integrity 13 Disclosure of Non-Public Requests for Information Material Information from the Investment Colleagues and Directors are not permitted to make any Community disclosure of material, non-public information about the Colleagues and members of the Board of Directors are not Company to any person or entity outside the Company permitted to speak with members of the investment unless the disclosure complies with the CVS Health community, including “brokers” or any persons attempting Regulation FD Disclosure Policy, which is posted on the to arrange consultations, regarding any information about Company’s Policy and Procedure Portal. If a colleague or the Company unless it has been explicitly authorized in member of the Board of Directors of CVS Health believes advance by our Investor Relations Department. This that a disclosure of material non-public information about prohibition includes the sharing of information about any the Company has occurred, he or she must immediately issues relating to our Company, including our policies, notify the General Counsel. operations, procedures, customer service or client service issues or positions/opinions on any issues concerning our business.

14 CVS Health Code of Conduct Charitable Contributions The CVS Health Corporate Social Responsibility & Philanthropy team oversees an active charitable giving program. The program focuses on putting people on a path to better health by supporting ways to improve health and health care nationwide. CVS Health supports programs that improve access to health care services, provide chronic disease management and promote smoking cessation and prevention. Information about the CVS Health charitable giving is found in the CVS Health Policy on Charitable and Non-Charitable Donations and Sponsorships.

Records Retention and Management CVS Health works to ensure that we handle and maintain all Company records in accordance with our Corporate Records Management Program, where applicable, and provides colleagues, contingent workers and suppliers with direction and support in properly managing our records throughout their life cycle. Records used by professionals, such as pharmacists and nurses, must follow all regulatory and/or accreditation standards and requirements. We never destroy records subject to audit, pending investigation or pending litigation until the audit, investigation or litigation is completed, even if they have reached the end of the required retention period. We must always manage records according to our Corporate Records Management Program.

Acting with Integrity 15 Respecting Colleagues

16 CVS Health Code of Conduct Respecting One Another Non-Discrimination Our workforce is our greatest strength. We come from CVS Health is committed to maintaining a workplace different places and cultures, and have a variety of environment free from discrimination, harassment and experiences, skills and talents. We embrace these violence. Our continued success depends on the full differences to work as a team treating each other with participation of all our colleagues — regardless of age, integrity and respect. A good show of respect is religion, gender, gender identity or expression, race, color, treating others the way you would like to be treated. sexual orientation, national origin, disability, military or veteran status or any other characteristic protected by applicable laws and regulations. We recruit, hire, train, develop and promote based solely on job-related qualifications. Colleagues may refer to the Equal Employment Opportunity, Affirmative Action, Anti- Discrimination, Anti-Harassment & Anti-Retaliation Policy found on the CVS Health Policy and Procedure Portal. You should: • Never disrupt the work environment through behavior that is disrespectful, intimidating, threatening or harassing. • Call the local police if you become the target of an immediate threat of violence.

Examples of Harassment • Inappropriate physical contact. religion, gender, gender identity or • Unwelcome sexual advances, expression, race, color, sexual requests for sexual favors, suggestive orientation, national origin, disability, comments, inappropriate physical military or veteran status and any contact and any other unwelcome other protected category or personal verbal or physical conduct of a characteristic. sexual nature. • Threats or acts of violence and • Displaying derogatory, vulgar, intimidation. Threats, stalking, even suggestive or obscene pictures, suggestions of violence in the cartoons, calendars, posters workplace, are all considered or drawings. inappropriate behavior. • Comments, jokes, insults, slurs, • Retaliation for reporting or threatening offensive language and other to report acts of misconduct or unwelcome actions that are offensive for reporting work-related injuries or stereotypical based upon age, or illnesses.

Respecting Colleagues 17 Health and Safety Labor Practices We all have a right to work in a safe and healthy CVS Health is committed to be in compliance with all environment. Unsafe practices can lead to serious applicable laws and regulations, including those concerning consequences, such as personal injury, injury to colleagues payment for all hours worked, human rights and working and the Company or other serious outcomes. We are conditions. CVS Health will comply with all such federal, committed to the well-being and safety of ourselves, our state and local laws and regulations, including not colleagues and anyone doing business with us. knowingly doing business with a vendor or business partner that illegally or improperly employs underage workers. You must: The Company also prohibits the use of any forced or • Always follow facility safety rules, regulations, procedures compulsory labor. and warnings, particularly those that cover dangerous equipment and materials. • Safely handle and dispose of medications or other Colleague Privacy substances that may be toxic. At CVS Health, our work sometimes requires access to colleague health care and/or other sensitive information. • If you ever witness or suffer an accident, or see unsafe We must protect the confi dentiality of this information conditions, report the situation immediately. You have the and hold it to the same level of protection we provide for right to report any work-related injury or illness to the similar information of the people we serve. Company without any retaliatory action for doing so. You can report work-related injuries or illnesses by calling the Workers’ Compensation hotline at 1-888-694-7287.

18 CVS Health Code of Conduct Drugs and Alcohol We are committed to providing an alcohol-free and drug- free work environment. The unauthorized use, possession, sale, exchange or purchase of drugs or illegal substances on Company premises, or at any time when representing the Company, is strictly prohibited. Likewise, use, possession, sale or exchange of alcohol on Company premises or at any time when representing the Company is strictly prohibited, except when associated with an approved business meal or legitimate business event. Prescription drugs ordered by a physician, which do not interfere with job performance, are permitted. We should never come to work under the infl uence of alcohol, drugs (including lawfully-prescribed drugs) or any other substance that could impair our ability to perform our job or jeopardize the safety of others.

Gambling Consistent with our commitment to complying with all federal and state laws, CVS Health strictly prohibits illegal gambling, raffl es or other games of chance using Company resources or in Company facilities. This includes sports betting pools, brackets and all other forms of gambling.

Respecting Colleagues 19 Interacting with Others

20 CVS Health Code of Conduct • large-scale, supplier-provided meals or entertainment Interactions with Suppliers events in which a disproportionately large number Giving and receiving reasonable gifts and entertainment is of CVS Health colleagues are in attendance compared to a customary way to strengthen business relationships. the number of suppliers or prospective suppliers (such as This is generally an acceptable practice at CVS Health under departmental dinners or similar outings or events) paid for certain conditions as set forth below. The full CVS Health by a supplier or prospective supplier. Meals, Gifts and Entertainment Policy is available on Approval Process for Permitted Business Meals the CVS Health Policy and Procedure Portal. or Entertainment Standard of Ethics If any form of entertainment offered does not clearly meet In interacting with suppliers and potential suppliers, the requirements of a permitted business meal and/or CVS Health is committed to following the highest ethical entertainment described above, or the colleague is not standards and complying with all applicable laws. Such certain it meets these requirements, the colleague shall interactions should be professional exchanges intended to obtain written approval from their manager in advance of communicate the business needs of CVS Health and the accepting the meal or entertainment. Colleagues who do corresponding products and service offerings of the not request prior written approval of an event that is later supplier or prospective supplier. determined to not be permitted shall be held accountable for their decision. Policy The CVS Health policy prohibits the solicitation or acceptance by CVS Health colleagues of gifts, meals, entertainment (such as tickets to sporting events or golf Always exercise good outings), seminar/event fees, travel and lodging from CVS Health suppliers or prospective suppliers, except as judgment when engaging in otherwise provided below. entertainment that is part of Permitted Business Meals and Entertainment CVS Health colleagues may accept occasional, your work responsibilities. unsolicited, and reasonable business meals or entertainment (such as tickets to sporting events or golf outings) from suppliers or prospective suppliers provided When requesting written managerial approval, the the following requirements are met: colleague’s request must state the type of entertainment/ • the supplier or prospective supplier providing the meal or meal the supplier has offered and identify all other non- entertainment must attend the event with the colleague; supplier invitees. If the proposed dining venue or entertainment option being offered is solicited by a • the value of the meal or entertainment is modest CVS Health colleague, extravagant or lavish, or otherwise as judged by local standards; and inconsistent with the requirements listed above, then the • the venue is conducive to informational colleague’s supervisor should not approve the colleague’s communication and includes or is contiguous request to attend the event. If the manager has questions to legitimate business discussions. regarding whether a particular event is appropriate per the CVS Health Meals, Gifts and Entertainment Policy, the event Not Permitted in question should be referred to the Chief Compliance CVS Health colleagues may not accept the following Officer or his/her designee. from a supplier or prospective supplier: Recording of Vendor Sponsored Meals • travel, lodging, seminar and/or event fees in connection and Entertainment with a meal or entertainment event sponsored by Any meal or entertainment likely to exceed $50 must be (or attended by) a supplier or prospective supplier; recorded as noted in the CVS Health Meals, Gifts and • meals, lodging, tickets or travel for the colleague’s Entertainment Policy. The purpose of this requirement spouse, partner or significant other or any other guest is to create a formal record of the event and does not of the colleague; or constitute approval of the event (the approval process is outlined above).

Interacting with Others 21 Payment for Services CVS Health colleagues may not accept any form of “A colleague must not accept any compensation from a third party for services the colleague gift that is more than nominal in normally would provide in the ordinary course of his or her employment at CVS Health. For example, a colleague may value, including tickets to an event not receive an honorarium for speaking at an event that the supplier or prospective sponsored by a supplier or prospective supplier that is related in any way to the colleague’s scope of employment. supplier does not plan to attend.”

Reimbursement Requirement

In the rare instance when a CVS Health colleague is 1234 5678 9123 4567 unable to refuse having a supplier or prospective supplier pick up a non-allowable expense as described above (i.e., a supplier pre-paid for a hotel room prior to the CVS Health colleague’s arrival) or in instances where it is not possible to refund the supplier or prospective supplier (i.e., meals or entertainment provided as part of a large group offering where it is not viable to reimburse the supplier or prospective supplier on an individual basis), then the colleague must reimburse CVS Health by making a payment to the CVS Health Employee Relief Fund based on a good faith estimate of the amount of the expense that was funded by the supplier or prospective supplier. In making such repayment, the CVS Health colleague must include documentation or reasonable explanation to justify the estimated value of the amount being paid to the Employee Relief Fund. The Relief Fund Contribution Form for such donations can be found on myLife.

Permitted Gifts CVS Health colleagues may accept unsolicited gifts of nominal value, such as mugs, hats or similar inexpensive items, from suppliers and prospective suppliers on an occasional basis. A colleague must not accept any gift that is more than nominal in value, including tickets to an event that the supplier or prospective supplier does not plan to attend. Gifts that exceed this nominal value threshold must be returned to the giver. Under no circumstances may CVS Health colleagues accept any payment (whether in the form of cash or cash equivalents, such as gift cards) or discount from a supplier or prospective supplier to CVS Health.

22 CVS Health Code of Conduct Permitted Gifts Interactions with PBM CVS Health may provide to those listed in this section, Clients, Long-Term Care on no more than an occasional basis, unsolicited gifts of nominal value, such as pens, note pads, mugs and similar Clients, Customers and inexpensive promotional items with CVS Health labeling. Payors (not including Gifts that are in excess of nominal value must be approved in writing by the Chief Compliance Officer or his/her Public Officials) designee. Gifts of cash or cash equivalents, such as Standard of Ethics CVS gift cards, are not permitted. In interacting with prospective and current PBM clients, The CVS Health Meals, Gifts and Entertainment Policy Long Term Care Clients, payors and other Customers, has more information on interactions with clients including CVS Health is committed to following the highest ethical restrictions related to client forums and the sponsorship standards and complying with all applicable laws. Such of client events. interactions should be professional exchanges intended to communicate the needs of those listed above and the corresponding CVS Health service offerings and Interactions with Public capabilities. Officials or Government Policy CVS Health policy prohibits the offer or provision of a meal, Employees or Agents gift, entertainment (such as tickets to the theater or sporting Public Officials events), travel and lodging to those listed in this section The provision of meals, gifts or entertainment to any public except as otherwise provided below. official is highly regulated and often prohibited and can lead Permitted Business Meals and Entertainment to civil and/or criminal liability if it is intended to obtain an CVS Health may provide occasional, reasonable business improper advantage. A public official is any individual who meals or entertainment (such as tickets to sporting events) is elected or appointed to serve on behalf of a federal, provided the following requirements are met: state or local governmental entity, or any foreign government. Our conduct with public officials, including • The CVS Health colleague attends the event with the any political contributions or business transactions, must prospective or current PBM client, Long Term Care Client, comply with applicable laws and regulations and Company payor or other Customer; policies, including disclosure requirements. CVS Health • The value of the meal or entertainment is modest as policy prohibits giving or offering anything of value, directly judged by local standards; and or indirectly, to a public official in order to influence official action or obtain an improper advantage. “Anything of value” • The venue is conducive to informational communication means not only cash, but also gifts, meals, entertainment, and includes or is contiguous to legitimate business political contributions, offers of employment or other discussions. benefits. Managers are responsible for reviewing colleague expense The CVS Health policy related to conduct with public reports and ensuring compliance with these requirements. officials is contained in a separate policy titled the If the manager has any questions about whether a particular CVS Health Integrity Policy for Conduct with Public Officials event is appropriate under this policy, the question should found on the CVS Health Policy and Procedure Portal. be referred to the Chief Compliance Officer or his/her This Policy is not intended to prohibit contributions to public designee. officials made by the CVS Health Political Action Prohibited Entertainment Committee (PAC). Providing travel and lodging to those listed in this section Government Employees, Including Federal Employee is prohibited, except as otherwise noted in the Client Program (FEP) Employees and State Government Forums section of the CVS Health Meals, Gifts and Health Plan Employees Entertainment Policy. A government employee is any individual employed by a federal, state, local or foreign government, or any person

Interacting with Others 23 If the health care professional is an employee of any government, whether in the United States or in a foreign “CVS Health policy prohibits country, CVS Health colleagues must follow the CVS Health giving or offering anything of Integrity Policy for Conduct with Public Offi cials found on value, directly or indirectly, to the CVS Health Policy and Procedure Portal. Policy a public offi cial in order to The CVS Health policy prohibits the offer or provision of a infl uence offi cial action or obtain meal, gift, entertainment (such as tickets to sporting events), travel and lodging to any health care professional who is not an improper advantage.” a salaried colleague of the Company, except as otherwise provided below. Gifts, meals and entertainment provided in exchange for referrals are strictly prohibited.

or agent acting in an offi cial capacity for or on behalf of Permitted Business Meals such government, department, agency or government- CVS Health may provide occasional meals during an owned business. For purposes of this Code of Conduct, an informational presentation as a business courtesy employee or agent of a government employee health benefi t to health care professionals and members of their staff plan (such as, the Federal Employee Program or the attending the presentation, provided the following California Public Employees’ Retirement System (CalPERs) requirements are met: is considered a government employee. The provision of • The value of the meal is modest as judged by meals, gifts or entertainment to any government employee local standards; is highly regulated and, under certain circumstances, prohibited by law and can lead to civil and/or criminal • The presentation provides informational or liability if it is intended to obtain an improper advantage as educational value; defi ned in the CVS Health Integrity Policy for Conduct with • The meal is not part of an entertainment or Public Offi cials. CVS Health colleagues may offer a meal, recreational event; gift or entertainment that is otherwise permissible under this Code of Conduct and applicable CVS Health policies to a • The meal is limited to in-offi ce or in-hospital settings government employee or agent provided the CVS Health unless it is impractical to do so; and colleague receives confi rmation from the government • The meal is approved in advance and in writing by employee that receipt of the meal, gift or entertainment the colleague’s manager. would be permitted under laws and rules (such as Codes of Conduct) applicable to the government employee. If the manager has questions regarding whether a particular event is appropriate, the question should be referred to the CVS Health Legal Department or the Chief Compliance Interactions with Offi cer or his/her designee. Health Care Professionals Inclusion of a health care professional’s spouse or other guest in an otherwise permitted business meal event is not Standard of Ethics permitted unless the spouse or guest is a member of the In interacting with the medical community, including offi ce staff. Offering “take-out” meals or meals to be eaten employees of Long Term Care Clients or other health care without a CVS Health representative present (such as “dine professionals working with Long Term Care Clients, & dash” programs) is not permitted. CVS Health is committed to following the highest ethical standards and complying with all applicable laws. All Permitted Gifts interactions with health care professionals should be CVS Health may provide to health care professionals professional exchanges intended to benefi t patients and and their offi ce staff on no more than an occasional basis improve the quality of patient care. unsolicited gifts of nominal value, such as pens, note pads, mugs and similar inexpensive promotional items with CVS Health labeling.

24 CVS Health Code of Conduct Prohibited Gifts Gift certifi cates, coupons, gift cards, cash and/or other cash Interactions with Patients equivalents in any amount, such as CVS gift cards, are and Customers not permitted. No gifts may be given as a “thank you” or in Standard of Ethics a manner that takes into account the volume or value In interacting with patients or prospective patients, of referrals or other business generated by the health care CVS Health is committed to following the highest ethical professional. Additionally, CVS Health prohibits gifts to standards and complying with all applicable laws. Such group practices; however, gifts given to individual interactions should be professional exchanges intended to physicians in a group practice are permitted, subject to benefi t patients and improve the quality of patient care. these guidelines. Policy The total value of all expenses spent by CVS Health CVS Health policy prohibits the offer or provision of any colleagues on health care professionals, including but not meal, gift, entertainment, travel, lodging or any other limited to gifts, meals, and entertainment cannot exceed incentive to any pharmacy patient or prospective patient, a total of $300 in any one-year period (even if the expense except as otherwise provided below or otherwise approved has been approved by the CVS Health Legal Department in advance by the Legal Department and the Chief or by the Chief Compliance Offi cer or his/her designee). Compliance Offi cer or his/her designee. The CVS Health Recording Expenses policy prohibits routine waivers of copayments or the Gift, meal and entertainment expenditures for health care provision of free medically necessary supplies and professionals must be recorded as noted in the CVS Health equipment unless otherwise approved in advance by the Meals, Gifts and Entertainment Policy. Legal Department and the Chief Compliance Offi cer or his/ her designee. Gift certifi cates, coupons, gift cards, cash Required Training and/or other cash equivalents in any amount, such as CVS Employees providing gifts, meals and entertainment gift cards, are not permitted, except as may be outlined (as applicable) to health care professionals must participate below or otherwise approved in advance by the Legal in the applicable training. Department and the Chief Compliance Offi cer or his/her designee.

Patient Dissatisfaction Payment In limited circumstances, small, nominal payments to resolve patient dissatisfaction concerning the dispensing of medications at CVS Pharmacy locations may be offered. All patient dissatisfaction payments must comply with the CVS Health Pharmacy Refunds/Customer Dissatisfaction Payments Policy.

Acceptance of Gifts from Customers or Patients CVS Health acknowledges that customers or patients may offer gifts of appreciation for good service. The CVS Health policy allows colleagues to accept occasional, unsolicited gifts of appreciation of nominal value from customers or patients. These gifts cannot include cash or cash equivalents such as gift cards.

Interacting with Others 25 compliance with the CVS Health Meals, Gifts and Open House Events Entertainment Policy, the requirements of which are On occasion, CVS Health, in particular the Company’s outlined herein. Specialty division, may host Open House events that may Additionally, no clinical services (including Alpha-1 testing) include potential or actual referral sources and/or patients. may be provided during any Open House events unless The purpose of these events must be to provide otherwise approved by the CVS Health Legal Department opportunities for attendees to become more educated or the Chief Compliance Officer or his/her designee. about Specialty products, programs and services, as well as disease states related to Specialty products, programs and services. Additionally, referral sources and Antitrust Laws patients may be given an opportunity to meet staff and Antitrust laws are designed to protect competition by tour Company facilities. prohibiting monopolies, price fixing, predatory pricing and Any offers or giving of gifts, meals, entertainment, products other practices that restrain trade. We never discuss and/or services at such Open House events must be in pricing, suppliers or territories with competitors, nor make

Gifts and Entertainment Policy Question Answer A potential vendor of CVS Health has No, you do not need approval for the invited me to dinner to discuss a dinner, as long as the dinner is potential business arrangement. The conducive to business discussions. expected cost of my dinner is under The dinner does not need to be $50.00. Do I need to obtain approval recorded on the Vendor Entertainment from my manager and record the dinner Form as it is unlikely to exceed $50.00. on the Vendor Entertainment Form?

Question Answer A CVS Health supplier has offered me No, you may not accept the tickets. two tickets to the Cubs game on Since the supplier will not be at the Opening Day. He can’t make it to the game with you, there is no opportunity game. May I accept the tickets? to have business discussions.

Question Answer I am attending an event with a No advanced approval is necessary. prospective PBM client. I would like to This is an unsolicited gift of nominal give a CVS Health branded baseball value. Gifts that are in excess of cap to the prospective client. Do I need nominal value must be approved in approval in advance? writing by the Chief Compliance Officer or his/her designee.

26 CVS Health Code of Conduct agreements with them on these or other competitive issues. Colleagues may not disclose PHI, PII or other confi dential or Under certain circumstances, even informal discussions proprietary information in social media at any time. Doing with competitors regarding business plans, marketing, so is a violation of this Code of Conduct, Company policy pricing, cost or other similar matters may be illegal. and potentially privacy laws, including HIPAA, and may result in disciplinary action up to and including termination We gain information about competitors only in legal and of employment. ethical ways. Just as we expect competitors to respect our confi dential information, we respect theirs. Improperly obtained competitor proprietary information cannot be used Business Firewalls to the advantage of CVS Health. Be careful during any conversations with competitors. Discussions regarding As a good business practice, CVS Health maintains fi rewalls pricing, costs, suppliers or territories may be out of bounds. between select businesses within the Company to separate and protect certain competitively sensitive information that each business possesses. Such information includes News Media contract terms, pricing and other fi nancial arrangements. These fi rewalls become important in contract negotiations, At CVS Health, only the Corporate Communications staff where the businesses must compete on the same terms as is authorized to speak with the news media on the their competitors. More detailed information is available in Company’s behalf (e.g., statements to the press, requests the policy titled CVS Health Firewall Policy and Procedure, for in-store photographs/TV coverage, and inquiries from located on the Company intranet site. radio, television, newspaper, magazine or trade journal personnel). We never speak with or otherwise have contact with a member of the press on behalf of CVS Health Environmental Protection without authorization from the Corporate Communications Department. CVS Health respects the preservation of natural resources and the improvement of the environment. The Company cooperates with government bodies and communities in Social Media environmental protection efforts and complies with environmental laws and regulations. The Company ensures CVS Health colleagues who choose to make use of social that all environmentally sensitive and hazardous materials media or otherwise engage in online communications as an are identifi ed and managed to ensure their safe handling, identifi able employee of CVS Health must comply with the movement, storage, recycling or reuse and disposal. CVS Health Social Media Policy and Colleague Social Media Guidelines at all times and on all forms of social media. Consistent with the Company’s approach to interacting with the traditional news media, only designated CVS Health employees are authorized to speak on behalf of the Company in social media. Colleagues who choose to speak on social media about the Company in any way must make it clear that they are a CVS Health employee, but not speaking on behalf of the Company or as an offi cial Company representative. All CVS-branded social media accounts (using “CVS,” “CVS Health” or any CVS business unit, department or product name as part of the account name or URL and/or using the CVS logo or portion of the logo in any way) must be approved in advance. It is against Company policy for any colleague to create a CVS social media account outside of the outlined protocol in the CVS Health New Social Media Channel Request Policy.

Interacting with Others 27 Doing the Right Thing

28 CVS Health Code of Conduct Conduct with Corporate Political Public Offi cials Contributions We are committed to dealing with public offi cials according Only corporate offi cers (Vice Presidents and above) are to the highest ethical standards. Our conduct with public authorized to make corporate contributions to a political offi cials, including any political contributions or business candidate, and such contributions must be made consistent transactions, must comply with applicable laws and with Company policy. “Contributions” means not only funds, regulations and Company policy, including disclosure but also loans, donations of products or supplies, use of requirements. facilities, Company personnel or anything else of value. CVS Health policy prohibits giving or offering anything of All corporate political contributions by the Company require value, directly or indirectly, to a public offi cial, including any prior written approval, utilizing specifi c processes and forms, colleague or agent of a government-owned business, in from the General Counsel or Chief Compliance Offi cer or order to infl uence offi cial action or obtain an improper his/her designee. advantage. “Anything of value” means not only cash, but also gifts, meals, entertainment, political contributions, offers of employment or other benefi ts.

Doing the Right Thing 29 • Not compensate prescribers to direct prescriptions Individual Political Activities to CVS Health. CVS Health encourages colleagues to support political The anti-kickback laws are complex. You should consult the candidates or causes of their choice; as long as it is clear Legal Department about whether it is appropriate to provide they are not speaking or acting on the Company’s behalf. something of value to those we serve. Individuals must not use Company time or resources when acting as a volunteer for a political candidate or cause. Colleagues may not solicit subordinate colleagues for Fraud, Waste and Abuse political contributions or use vendor, customer or client lists for such solicitations. CVS Health will not reimburse any CVS Health participates in a number of federal programs personal political contributions made by colleagues, with specific fraud, waste and abuse requirements. There consultants or vendors. In addition, certain covered are differences between fraud, waste and abuse. One of the employees and covered Directors are required to obtain primary differences is intent and knowledge. Fraud requires the person to have an intent to obtain payment and the approval before making personal campaign contributions knowledge that their actions are wrong. Waste and abuse that would be regulated by Pay-to-Play laws. For more may involve obtaining an improper payment, but does not information, see the CVS Health Policy Political Contribution require the same intent and knowledge. Restrictions When CVS Health Is a State or Local Government Contractor.

Our colleagues have a Political Action Committee (PAC). The PAC works to support, protect and favorably position “…even if intentions are good, the Company in the legislative arena by being active in the political process. The PAC’s objective is to provide financial choosing not to follow a policy support for candidates for political office who hold similar could be interpreted by the positions or beliefs on issues or who meet other criteria. Participation in the PAC by eligible colleagues is entirely a government as fraud or payment personal choice, and pressuring any colleague to abuse.” contribute is strictly prohibited.

Anti-Kickback Laws The government defines fraud, waste and abuse as follows: We comply with applicable federal and state anti-kickback Criminal Fraud laws and regulations. These laws prohibit the payment or Knowingly and willfully executing, or attempting to execute, receipt of something of value that is intended to encourage a scheme or artifice to defraud any health care benefit the purchasing, leasing or ordering of an item or service that program; or to obtain, by means of false or fraudulent may be reimbursed under a government health care pretenses, representations or promises, any of the money program, such as Medicare or Medicaid. The “something of or property owned by, or under the custody or control of, value” can take many forms, such as cash payments, any health care benefit program. This violates criminal law. entertainment, credits, gifts, free goods or services, the forgiveness of debt, or the sale or purchase of items at a Waste price that is not consistent with fair market value. It also Overutilization of services or other practices that, directly may include the routine waiver of co-payments and/or or indirectly, result in unnecessary costs to the Medicare co-insurance. Program. Waste is generally not considered to be caused by criminally negligent actions but rather the You should: misuse of resources.

• Not routinely waive co-insurance or co-payments; Abuse • Not compensate retail pharmacists or physicians to Includes actions that may, directly or indirectly, result in switch a prescription; or unnecessary costs to the Medicare Program. Abuse involves payment for items or services when there is no

30 CVS Health Code of Conduct The CVS Health policy on Public Offi cials and Candidates Appearances at CVS Health Facilities and Events has more information on interacting with public offi cials, including strict limits on business transactions with public offi cials and guidance on gifts and entertainment.

legal entitlement to that payment and the provider has not knowingly and/or intentionally misrepresented facts Bribery and Foreign to obtain payment. Business Dealings CVS Health colleagues should keep in mind that even if CVS Health demands compliance with U.S. and applicable intentions are good, choosing not to follow a policy could non-U.S. anti-bribery and anti-corruption laws, including, be interpreted by the government as fraud or payment but not limited to, the U.S. Foreign Corrupt Practices Act, abuse. CVS Health requires all colleagues to be compliant the UK Bribery Act and the Brazilian Clean Companies Act. with fraud, waste and abuse laws. Penalties for failing to These laws prohibit us from personally, or through comply include, but are not limited to, the following: CVS Health, authorizing, giving or promising, directly or • Disciplinary action up to, and including, termination indirectly, anything of value to U.S. or non-U.S. government where appropriate; offi cials, colleagues or agents of government-owned businesses, political candidates or campaigns, or any other • Criminal convictions/fi nes (individually and at individual or entity, in order to obtain or maintain business the corporate level); or receive special treatment for the Company. There is no • Civil monetary penalties; exception for small amounts. It is important to remember that engaging in bribery, or even appearing to engage in • Loss of licensure/sanctions; and such activity, can expose the individuals involved as well as • Exclusion from participating in federal CVS Health to criminal liability. health care programs. Any request for authorization or payment that would violate this provision, or any information suggesting that this provision has been violated, must be reported immediately to the Chief Compliance Offi cer, Legal Department or to the Company through the Ethics Line. Employees should be familiar with the CVS Health policy, Global Anti-Corruption Compliance Policy, which is available on the Policy and Procedure Portal. This Policy details specifi c procedures with respect to conducting business with foreign government offi cials, keeping accurate records, and the penalties for non-compliance. The Policy also outlines the additional anti-corruption rules for colleagues working in our UK facilities.

Doing the Right Thing 31 Medicare Part D Government Reimbursement Participation and the False Claims Act The Medicare Part D Program is a comprehensive Federal and state false claims acts and similar laws prescription drug benefi t program for certain Medicare prohibit submitting a false claim or making a false record eligible individuals. CVS Health participates in this program or statement in order to gain reimbursement from, and/or through the prescription drug plan offered by its affi liate, avoid an obligation to, a government-sponsored program, SilverScript Insurance Company, and by providing such as Medicare or Medicaid. We adhere to all applicable pharmacy benefi t management services to prescription laws, regulations and program requirements when billing drug plans offered by other health plans. federal or state health care programs. SilverScript Insurance Company has a comprehensive A provision of the Defi cit Reduction Act of 2005 fraud, waste and abuse program designed to comply with requires CVS Health to provide its colleagues, and Medicare Part D laws and regulations, including compliance certain contractors and agents, with information regarding operational oversight, risk assessment, data analysis, the federal and state false claims acts, whistleblower investigations and training. protections and the CVS Health process for detecting and preventing fraud, waste and abuse. As more fully SilverScript has a dedicated Compliance Offi cer, discussed later in this Code, the Company prohibits Compliance Committee and Fraud, Waste and Abuse retaliation against anyone for raising a legal or ethical Committee to effectively monitor and oversee compliance concern or cooperating with an investigation. for our Medicare Part D participation. The SilverScript Compliance Offi cer and these Committees perform subject matter review of areas of potential fraud, waste and abuse, including, but not limited to, current investigations, developing case referrals to CMS, reviewing clinical “…the Company prohibits utilization patterns and addressing issues at the retail retaliation against anyone for pharmacy level. raising a legal or ethical Additional aspects of the CVS Health Fraud, Waste and Abuse Program are described on the Medicare Part D concern or cooperating with Compliance myLife Web page. an investigation.”

32 CVS Health Code of Conduct Ineligible Health Care Government Requests Providers and Subpoenas The government has the authority to exclude individuals It is our policy to cooperate with reasonable requests for and/or entities that have engaged in abuse or fraud from information from government agencies and regulators. participation in Medicare, Medicaid and other federal and You should: state health care programs. It is the CVS Health policy not to employ, or contract with, any individual or entity that has • Notify the Legal Department before responding to a been excluded from any government-funded program. subpoena, search warrant, request for an interview or other non-routine request for access to information Anti-Money Laundering related to Company matters; • Always cooperate fully and be truthful in any information Money laundering involves hiding the origin of unlawfully you provide to the government; and gained money, for example through drug transactions, • Not alter, withhold or destroy records related to bribery, terrorism or fraud. CVS Health is committed to an investigation. complying fully with all anti-money laundering laws and regulations. We will conduct business only with reputable customers involved in legitimate business activities, with funds derived from legitimate sources. CVS Health takes reasonable steps and has established policies and procedures to prevent and detect unacceptable and suspicious forms of payment, including money orders. Alert your supervisor to any payment or other unusual customer transaction that seems inappropriate or suspicious.

Doing the Right Thing 33 Maintaining Trust

34 CVS Health Code of Conduct of the CIA and supports our efforts to prevent, detect and The CVS Health Corporate resolve any issues of non-compliance. Our Compliance Integrity Agreements (CIAs) and Integrity Program has the following components: A Corporate Integrity Agreement (“CIA”) is an agreement Compliance Offi cer between the Offi ce of the Inspector General of the U.S. David Falkowski is the CVS Health Chief Compliance Offi cer. Department of Health and Human Services and a health David’s team manages the implementation and execution of care provider (like CVS Health) as part of a settlement for the compliance program. alleged wrongdoing related to federal health care laws. Compliance Committee CVS Health is currently a party to two CIAs. The fi rst CIA Our Compliance Committee, which includes David was entered into in 2014 to resolve allegations concerning Falkowski and other members of senior management, improper processing of third-party liability claims (also meets regularly to review and resolve compliance issues. known as pay and chase claims) within our CVS Caremark Code of Conduct business unit. Specifi cally, this CIA pertains to the The CVS Health Code of Conduct is intended to help processing of government reimbursement requests for us prevent, detect and resolve compliance and integrity prescriptions fi lled for benefi ciaries who have coverage concerns. Our Code of Conduct guides how we do under both a government assistance program (such business. All colleagues must follow the Code of Conduct. as Medicaid) and a third-party insurance plan. This matter involves the CVS Health pharmacy benefi t management Policies and Procedures business only and was not related to actions by CVS Health has corporate policies, standard operating CVS Pharmacy or the CVS Health Medicare Part D procedures and work instructions related to, among other businesses. issues, processing of claims related to federal health care programs and the adjudication, processing, remediation The second CIA was entered into in 2016 to resolve and monitoring of government claims. allegations pertaining to our Omnicare business unit’s practices with respect to long-term care facility customers General and Specifi c Training and related matters. Entering into this CIA reinforces our Colleagues are trained on policies, responsibilities and efforts to ensure all colleagues understand our strong how to handle compliance-related concerns. Compliance program and procedures, and requires us to Ethics Line correctly execute contracts, label prescriptions, and bill and CVS Health maintains several methods for individuals to collect payment for long-term care services. report any compliance or ethical concerns about potential Together, these CIAs reinforce our strong commitment to or actual violations of Company policies and procedures, compliance with the law and the highest ethical standards answer questions or investigate allegations regarding illegal of our employees. The CIAs also call for certain practices activities and report Code of Conduct issues or any other we already have in place, including the maintenance of a ethical dilemmas. This includes the Ethics Line, which is compliance program, the Code of Conduct, the Ethics Line available 24 hours a day, 365 days per year. and employee training. The CIAs also require outside Screening for “Ineligible Persons” independent reviews of selected matters. CVS Health screens for ineligible persons, i.e., excluded Non-compliance with CIA requirements, as well as some individuals, at the time of hire and monthly thereafter. state and federal laws, can result in serious consequences, Reporting including monetary penalties, imprisonment and exclusion CVS Health has processes to track and escalate from participation in government programs. Therefore, it is compliance-related issues to senior management, including very important that CVS Health and all CVS Health the Board of Directors, when deemed necessary. colleagues comply with these requirements. Discipline In addition to other detailed claims processing requirements, CVS Health has developed, implemented and the CIA requires that we establish and maintain a communicated to employees clear guidelines regarding compliance program, a program that we already had disciplinary action. The Company also considers in place when we entered into the CIA. The CVS Health compliance in performance reviews. Compliance and Integrity Program meets the requirements

Maintaining Trust 35 Holding Ourselves Accountable

36 CVS Health Code of Conduct • Speak up and report any business activity that you believe Chief Compliance Officer may violate the law or the Code, using the resource that is The Chief Compliance Officer is responsible for oversight most comfortable. and implementation of both the CVS Health and the • Cooperate with investigations when requested and protect Medicare Part D Compliance and Integrity programs. The the integrity of the investigation by maintaining its key components of these programs include this Code, confidentiality upon request by the investigator. policies, training, communications, auditing, monitoring and remediation of wrongdoing. The Chief Compliance Officer • Use resources to ask a question or get help when provides regular reports to the Audit Committee of the something is unclear or doesn’t feel right. Board of Directors regarding the status of the program. • Use good judgment in cases where there is no clear rule, law or policy. Colleague Responsibilities As a colleague, you have certain responsibilities related to compliance and integrity. “Speak up and report any All colleagues must: business activity that you believe • Report if you have been placed on any state or federal may violate the law or the Code, exclusion lists, including the U.S. Department of Health and Human Services Office of Inspector General (OIG) using the resource that is most and/or General Services Administration (GSA); or if any of comfortable.” your employment-related professional licenses have expired, or been revoked and/or sanctioned. • Immediately report any conviction of a criminal offense other than a minor traffic violation. For purposes of this reporting obligation, the term “conviction” includes (1) a Leadership Responsibilities finding of guilt against you; (2) a court’s acceptance of a Leadership entails special responsibilities. While setting the plea of guilty or nolo contendere (no contest) from you; tone at the top, CVS Health leadership must “walk the talk” (3) your entrance into a pre-trial agreement to avoid and demonstrate the Company’s values in all of their conviction; or (4) your entrance into a First Offender, dealings on its behalf. CVS Health leaders are responsible deferred adjudication, pardon program, or other for making strategic business decisions that align with our arrangement or program where a judgment of conviction ethical standards and with this Code. has been withheld. However, the term “conviction” does CVS Health leaders, including Managers and Supervisors, not include: (1) arrests or charges that did not result in must also be knowledgeable about the content and conviction, (2) convictions that have been judicially operation of the compliance and integrity program. dismissed, expunged, erased or sealed; or (3) convictions The leadership team plays an important role in building that state law does not permit an employer to consider. integrity, respect, credibility and long-term sustainability Notwithstanding the above, please note that any for the Company. convictions involving controlled substances, convictions involving Medicare, Medicaid or any state or federally Because leadership sets an example for all colleagues, funded program, and convictions that could result in they must: exclusion from participation in any state or federal • Maintain a positive, ethical work environment; health care program must always be reported. • Make certain that colleagues understand what is • Understand and follow the Code of Conduct and expected of them both professionally and ethically; Company policies and procedures. • Maintain an open door policy on a routine basis for • Conduct your work and professional activities ethically colleagues to ask questions and raise concerns; and in accordance with all applicable laws, regulations, Federal health care program requirements, corporate • Address issues raised by colleagues by listening integrity agreements and court orders. and taking action, when appropriate;

Holding Ourselves Accountable 37 • Ensure colleagues complete all training in a People timely manner; Many people are available in the Company to help you with advice or information and for reporting concerns: • Address all reports of misconduct and never ignore misconduct or retaliation; • Chief Compliance Officer – (401) 770-7486 • Reinforce the Code of Conduct with colleagues; • Medicare Part D Compliance Officer – (480) 661-2030 • Communicate all policies and procedures; • General Counsel – (401) 770-5415 • Be fair and objective; and • Chief Privacy Officer – (847) 559-5402 • Be a positive role model. • Office of Corporate Secretary – (401) 770-5177 • Your manager or someone else in your management chain Financial Leaders • If you have a concern about financial or accounting Financial leaders have special responsibilities related to practices, internal controls or other financial matters, you Sarbanes-Oxley requirements. They must establish, may report it directly to the Audit Committee of the maintain and periodically certify the adequacy of internal Board of Directors. To do so, you should either contact controls for financial reporting. These leaders are also the Ethics Line or forward the concern to: responsible for reporting material deficiencies or David Falkowski weaknesses in the Company’s internal controls. Chief Compliance Officer CVS Health One CVS Drive Resources Woonsocket, RI 02895 The resources listed in this document should be used when Ethics Line you need some help or want to report an issue. It is the The Ethics Line is a phone resource established to help us responsibility of each colleague to use these resources for do the right thing. The Company urges you to use this guidance, advice, information and/or reporting and to keep resource whenever you have a question or concern that reports and other interaction with the Chief Compliance cannot be readily addressed within your work group or Officer confidential. through your supervisor. These resources can help you with: • Code of Conduct issues; You may also call the CVS Health • Ethical situations not specifically covered in this Code; Ethics Line any time toll free at • Interpretation of Company policies and procedures; 1-877-CVS-2040. • Internal control and/or accounting issues; and • Fraud, waste and abuse questions or concerns, including concerns related to our Medicare Part D participation. The Ethics Line is available 24 hours per day, 7 days per Documents week, 365 days per year. When you contact the Ethics Line, These are the written resources to guide your decisions: you will be treated with dignity and respect. All calls will be treated in a highly confidential manner. You do not have • Code of Conduct; to identify yourself. Caller ID is not used and an independent • CVS Health Employee Handbook; and third party handles all calls placed to the Ethics Line. The Company is fully committed to its non-retaliation policy • Company policies and procedures, which are available meaning that it prohibits retaliation against anyone for on the Company Policy and Procedure Portal. raising a legal or ethical concern in good faith or for cooperating with an investigation.

38 CVS Health Code of Conduct If you call the Ethics Line anonymously, you will be given a unique identification number so that you can call back for a Non-Retaliation status report on your call. The Company is committed to CVS Health prohibits retaliating against anyone for raising, listening to all reports and investigating all good faith in good faith, a legal or ethical concern or cooperating with reports of wrongdoing. When necessary, the Company will an investigation. Retaliation can also be against the law, intercede in perceived ethical or business conduct issues. leading to potential civil liability and criminal penalties. In the event you identify yourself, but do not want your No one may seek revenge against, or try to “get even” with, name revealed further, CVS Health will protect your identity any colleague who makes a good faith report, regardless to the extent reasonably possible. As an alternative to of who is implicated. Retaliation is taken very seriously by calling, you may contact the Ethics Line in other ways: the Company, and if it occurs it will result in discipline up to, and including, termination of employment • C onfidential email address: [email protected]

• C onfidential fax: (847) 559-3835 • C onfidential mailing address: David Falkowski Chief Compliance Officer CVS Health One CVS Drive Woonsocket, RI 02895 All Contacts Edit For further details and more specific direction, consult the CVS Health intranet site. Help

Privacy & Information Security Incidents If you believe or know that any sort of improper or unauthorized access, use or disclosure of any Personally Identifiable Information (PII), including Protected Health Information (PHI; HIPAA), Cardholder Data (PCI; credit card information), Employee Employment Data (HR records), or other information about an individual, you may speak confidentially to a Privacy Advisor/Investigator through one of the contacts below or please submit through the Ethics Line. Information Governance & Privacy Operations (Legal Department) Policy & Investigation Section One CVS Drive Woonsocket, RI 02895 1-866-443-0933 [email protected]

Investigations The Company investigates all good faith reports of wrongdoing. If you are asked to participate in an internal investigation of misconduct or unethical behavior, you are required to cooperate. To adequately review an allegation, investigations can sometimes be lengthy. Be patient if you do not get an immediate response from the Compliance and Integrity Group.

Holding Ourselves Accountable 39 The following are examples of some, but not all, forms of Consequences rule violations and/or misconduct that may result in of Wrongdoing discipline up to and including termination of employment: On and off the job, CVS Health expects all colleagues to • Theft or inappropriate removal or possession of property; comply with the law and treat other people with respect, • Falsification of timekeeping records and/or other honesty and courtesy. Disruptive, unproductive, immoral, Company records; unethical or illegal actions are NOT acceptable at CVS Health. A failure by any colleague to comply with laws • Possession or working under the influence of alcohol or or regulations governing CVS Health business, this Code or illegal or non-prescribed drugs; any other CVS Health policy or requirement, may subject • Insubordination; CVS Health and the colleague(s) involved to civil and/or criminal penalties or prosecution. Non-compliance includes • Violation of safety or health rules; failure to properly supervise subordinates to prevent and • Conduct that violates the CVS Health Equal Employment detect misconduct. It also includes knowing about Opportunity, Affirmative Action, Anti-Discrimination, violations, but failing to report them. Anti-Harassment, and Anti-Retaliation Policy; CVS Health sanctions colleagues at all levels of the • Excessive absenteeism or tardiness; organization for participating in, encouraging, directing, facilitating or permitting non-compliant activities. The • Unauthorized use of telephones, Company communication Company is committed to consistently undertaking services and equipment or other Company-owned appropriate disciplinary action to address non-compliance equipment; and deter future violations, and to that end, compliance • Negligent or improper conduct leading to damage of related disciplinary actions are fairly and firmly enforced. property, harm to others, or safety hazards; Disciplinary action may be in any form, up to and including termination of employment, and if warranted, • Engaging in violence or threatening violence toward or legal proceedings. involving fellow employees, customers, vendors, or others with whom employees comes in contact in connection with Company business; • Possession of dangerous or unauthorized materials such “…CVS Health expects all as explosives, firearms or weapons in the workplace; colleagues to comply with the • Failing to comply with the rules and limitations regarding law and treat other people with gifts and solicitation from those with whom CVS Health does business as described in the Company’s policies and respect, honesty, and courtesy.” this Code of Conduct (See the CVS Health Meals, Gifts and Entertainment Policy); • Unauthorized use or disclosure of confidential and proprietary Company information, confidential customer information or patient information; and • Violation of Compliance policies or procedures resulting in non-compliant behavior.

40 CVS Health Code of Conduct Index

A D I Accounting, 38 Decisions. See Making Decisions Ineligible Health Care Providers, 33 Accurate Records, 11, 31 Discipline Influence, 3, 12, 19, 23, 24, 29, 40 Agents, 23, 31, 32 disciplinary action, 8, 27, 31, 35, Insider Trading, 13 Alcohol, 19, 40 39, 40 Investigations, 32, 37, 39 Allegation, 35, 39 Disclosure, 9, 11, 12, 14, 23, 29, 39, 40 Investment Community, 14 Anonymous, anonymously, 5, 39 Document(s), 9, 38 Investor, 13, 14 Anti-Kickback Laws, 30 Donations, 15, 22, 29 Anti-Money Laundering, 33 Drugs, 19, 40 Antitrust Laws, 26 L Assets, 11, 12 Labor Practices, 18 Audit, 15, 37 E Law, 4, 5, 8, 9, 13, 17-19, 21, 23-27, Email, 4, 8, 9, 12, 39 Audit Committee, 37, 38 29-33, 35, 37, 39, 40 Employee Relief Fund, 22 Leadership Responsibilities, 37 Entertainment, 21-26, 29, 30, 31, 40 Loans, 29 B Environment, 3, 17, 18, 19, 27, 37 Board of Directors, 4, 12-14, 35, Ethics Line, 5, 7, 31, 35, 38, 39 37, 38 M Bribery, 31, 33 Making decisions, 4, 37, 38 F Manager, 5, 21, 23, 24, 26, 37, 38 Fair Market Value, 30 Marketing, 27 False Claims Act, 32 C Meals, 21, 22, 23, 24, 29 Charitable Contributions, 15 Family. See Relative Media, 27 Chief Compliance Officer, 4, 12, 21, Finance, financial, 8, 11, 12, 13, 27, Medicare 23-26, 29, 31, 35, 37-39 30, 38 Medicare Part D, 5, 30, 32, 33, Colleague Privacy, 18 Firewalls, 27 35, 37, 38 Colleague responsibilities, 5, 37 Foreign Business Dealings, 31 Money laundering. Competitors, 11, 26, 27 Foreign Corrupt Practices Act, 31 See Anti-Money Laundering Compliance and Integrity Program, Fraud, Waste and Abuse, 30-32, 38 35, 37 Funds, 29, 33 Compliance Committee, 32, 35 N Compliance Exception Line, 5 Non-Discrimination Computers, 9, 12 G Harassment, Violence, 17, 40 Gambling, 19 Confidential Non-Retaliation, 38, 39 Gifts, 21-26, 29-31, 40 Confidentiality, 8, 11, 13, 18, 27, Government 37-40 Government employees, Conflicts of Interest, 12 O Government officials, Open House Events, 26 Consequence, 18, 35, 40 Government reimbursement, Contingent workers Government requests, Contract workers, 15 23, 24, 27, 29-33, 35 P Corporate Communications, 27 Patient Dissatisfaction Payment, 25 Government reimbursement requests, Corporate Integrity Agreement (CIA), Pay and Chase claims, 35 35 35, 37 PBM Clients and Payors, 11, 23 Customers, 23, 25, 33, 35, 40 Personal Information, PHI, PII, 8, 9, 27 H Political Activities, 30 Harassment, 17, 40 Political Contributions, 23, 29, 30, 39 Hazardous. See Unsafe conditions Prescription Refunds, 25 Health, 3-5, 8, 15, 17, 18, 23, 24, Professional Practices, 7 30-33, 35, 37, 39, 40 Property, 12, 30, 40 Health Care Professionals, 24, 25 Proprietary Information, 11, 13, 27 Helpline. See Ethics Line Public Officials, 23, 24, 29, 31

41 Index

Q S U Quality, 3, 24, 25 Safety, 18, 40 Unsafe conditions, 18 Questions, 4, 5, 9, 12, 21, 23, 24, Sexual orientation, 17 26, 35, 37, 38 Social Media, 4, 27 Stock tip, tip, 13 V Vendor. See Suppliers Stock, Stock price, 13 Violations, 8, 35, 40 R Subpoena, 33 Records, records retention, 11, 12, 15, Substance Abuse, 19 31, 33, 39, 40 Suppliers, 15, 21, 22, 26, 27 Regulatory agency, 7 W Waivers, 4, 25 Reimbursement, 22, 32, 35 Wrongdoing, 35, 37, 39, 40 Relative, 12 T Report, reporting, 5, 9, 11-13, 17, 18, Temporary worker. 23, 31, 35, 37-40 See Contingent worker Reporter. See Media Termination, 8, 27, 31, 39, 40 Reputation, 12 Third-Party Liability claims. Resources, 4, 5, 9, 19, 27, 30, 37, 38 See Pay and Chase claims Respect, 3, 17, 27, 31, 36-38, 40 Threats, 17 Responsibilities, 4, 5, 21, 35, 37, 38 Trade, 11-13, 26, 27 Retaliation, 17, 19, 32, 38-40

Adherence to this Code of Conduct is a condition of employment or continued employment with CVS Health. Code of Conduct certification is a part of this requirement and failure to do so within the required time could result in termination of employment.

Nothing in this Code of Conduct constitutes a contract of employment with any individual. Additionally, nothing in this document changes the at-will nature of your employment at CVS Health, its affiliates or subsidiaries, where applicable. Revision Date: October 20, 2016

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