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CVS Health Code of Conduct 1 CVS Health Code of Conduct 2 What We Stand For
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. The Code 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. -
CVS Health Corporation Corporate Integrity Agreement
CORPORATE INTEGRITY AGREEMENT BETWEEN THE OFFICE OF INSPECTOR GENERAL OF THE DEPARTMENT OF HEALTH AND HUMAN SERVICES AND CVS HEALTH CORPORATION I. PREAMBLE CVS Health Corporation and its subsidiaries (collectively, “CVS Health”) hereby enters into this Corporate Integrity Agreement (CIA) with the Office of Inspector General (OIG) of the United States Department of Health and Human Services (HHS) to promote compliance with the statutes, regulations, and written directives of Medicare, Medicaid, and all other Federal health care programs (as defined in 42 U.S.C. § 1320a-7b(f)) (Federal health care program requirements). CVS Health is an integrated pharmacy services health care provider engaged in certain business lines that do business with Federal health care programs. Except as otherwise specified herein, the terms of this CIA shall apply to Omnicare, Inc. and its operating subsidiaries, which is CVS Health’s business line of institutional pharmacy services operations (“IPS Operations”), as defined in Section II.C.1, below. Effective August 18, 2015, CVS Health acquired Omnicare, Inc. Contemporaneously with this CIA, Omnicare, Inc. is entering into a Settlement Agreement with the United States. In consideration of the obligations of CVS Health in this CIA and the obligations set forth in the settlement agreement entered into among the United States of America, acting through the United States Department of Justice and on behalf of the OIG-HHS; Omnicare, Inc.; NCS Healthcare, LLC; NeighborCare, Inc.; and Relators Donald Gale and Marc Silver on June 25, 2014 (hereinafter “2014 Omnicare Settlement Agreement”), OIG agrees to release and refrain from instituting, directing, or maintaining any administrative action seeking exclusion from Medicare, Medicaid, and all other Federal health care programs (as defined in 42 U.S.C. -
Net Lease Pharmacy Report March 2018
Net Lease Pharmacy Report March 2018 NET LEASE PHARMACY INDUSTRY OVERVIEW CVS and Walgreens are the market leaders in the U.S. drugstore industry accounting for more than half of the market share in top metropolitan areas. Over the years, drugstores have evolved into all- encompassing health service providers and as a result have strategically positioned themselves to diversify their portfolios by acquiring key competitors and forging partnerships to protect themselves from growing online threat. Industry demand is driven by an aging population, health issues, and ad- vances in medical treatment. Drugstores rely heavily on their prescription business, which has grown over the years, however same store comparables for front of store sales have decreased. Total 2017 retail sales for prescription drugs filled at pharmacies surpassed $397B* and are speculated to have been upwards of $426B. *Data based on QuintilesIMS National Prescription Audit (NPA) database. Includes new prescriptions and refills of both brand/generic. Source: Kaiser Foundation Definitions Pharmacy Benefits Managers (PBM): Third party companies that provide healthcare management and administration services to insurance companies, Medicare Part D plans, state government employee plans and corporations. e.g. CVS Caremark, Express Scripts. PBMs lever- age economies of scale by negotiating drug prices with drug makers and pharmacies on behalf of larger groups of customers. Chad M. Firsel Daniel Waszak Jason Caplan Zack Hilgendorf Jack Farritor President Senior Vice President Senior Vice President Vice President Vice President 312.269.0220 312.269.0550 312.533.2347 312.533.2348 312.683.9924 [email protected] [email protected] [email protected] [email protected] [email protected] Quantum Real Estate Advisors, Inc. -
1 United States District Court Southern
UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK ) _____ Individually and On Behalf of All ) Others Similarly Situated, ) Case No. ) Plaintiff, ) ) CLASS ACTION COMPLAINT v. ) ) ) CVS HEALTH CORPORATION, LARRY J. ) JURY TRIAL DEMANDED MERLO, and DAVID M. DENTON, ) ) ) Defendants. ) ) Plaintiff_____ (“Plaintiff”), individually and on behalf of all other persons similarly situated, by Plaintiff’s undersigned attorneys, for Plaintiff’s complaint against Defendants, alleges the following based upon personal knowledge as to Plaintiff and Plaintiff’s own acts, and information and belief as to all other matters, based upon, inter alia, the investigation conducted by and through Plaintiff’s attorneys, which included, among other things, a review of the Defendants’ public documents, conference calls and announcements made by Defendants, United States Securities and Exchange Commission (“SEC”) filings, wire and press releases published by and regarding CVS Health Corporation (“CVS Health” or the “Company”), analysts’ reports and advisories about the Company, and information readily obtainable on the Internet. Plaintiff believes that substantial evidentiary support will exist for the allegations set forth herein after a reasonable opportunity for discovery. NATURE OF THE ACTION 1. This is a federal securities class action on behalf of a class consisting of all persons other than Defendants who purchased or otherwise acquired CVS Health securities between May 21, 2015 and February 20, 2019, both dates inclusive (the “Class Period”), seeking to recover 1 damages caused by Defendants’ violations of the federal securities laws and to pursue remedies under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 promulgated thereunder, against the Company and certain of its top officials. -
CVS Digital Capabilities
Digital Capabilities Connecting members, patients and customers to our services anytime, anywhere. Table of Contents Our Digital Strategy ............... 4 Helping people save CVS Caremark® ...................... 6 time, save money CVS Specialty® ....................... 8 Omnicare® and and stay healthy. Medicare Part D ................... 10 CVS Pharmacy® and Here at CVS Health, we’re reinventing pharmacy to help people on their CVS MinuteClinic™ ............... 12 path to better health. Our commitment to digital innovation is one way we’re putting our purpose into action. Front Store ............................ 14 Throughout all of our service brands, we offer members, patients and customers a suite of digital tools that make managing their health more accessible, more intuitive and more integrated across all our channels. Moving forward, we’ll continue to transform the future of health care by redefi ning convenience and improving the health outcomes of millions of people. 2 3 Build Develop the ultra-convenient, fully integrated pharmacy Our experience only CVS Health can provide across our service brands (CVS Pharmacy, Digital CVS MinuteClinic, CVS Caremark, Strategy CVS Specialty and Omnicare). Digital tools are Personalize transforming the way Provide individualized customer consumers shop and interactions, leveraging data across manage their health care. all touch points to help members, patients and customers on their We’re responding to path to better health. these changing needs by differentiating the customer experience through three Innovate strategic pillars. Harness critical digital trends through rapid testing/learning/ iteration and third-party collaboration at the CVS Health Digital Innovation Lab. 4 5 Member Set Up Print Rx History Easy Refill Makes budgeting and tax prep Offers members a simple way Early Registration easier by allowing members to to refill by scanning the barcode Allows members to register and print a list of prescription costs. -
View Annual Report
We are transforming health care. We are lowering costs. We are making it simple. We are doing even more. We are improving engagement. We are supporting communities. We are CVS Health. 2018 Annual Report We are transforming health care. CVS Health is well positioned to engage patients and tackle a system whose challenges have resulted in unnecessary spending and suboptimal outcomes. For many, our company name remains uniquely powerful platform that will our programs and services into their synonymous with the nearly 10,000 open a new front door to health care existing routines. retail locations we operate across the and reshape the consumer experience. The current system drives patients to United States. Today’s CVS Health is, Three strategic imperatives guide our be health care decision makers, but of course, so much more than that. transformation efforts: be local, make they lack the tools needed to navigate CVS Caremark® makes us the nation’s health care simple, and improve health. effectively. We’re going to change that largest pharmacy benefits manager, and CVS Health offers more consumer and help guide patients along their we are also the leader in retail clinics, touchpoints than any other health health care journeys by providing more specialty pharmacy, and infusion. care company, and this enables us convenient access to the information, With our recent acquisition of Aetna®, to offer care where, when, and how resources, and services they need. And CVS Health operates one of the nation’s patients need it—in the community, by aligning the capabilities of Aetna premier health benefits companies in the home, or even in the palm of with our consumer-centric assets, as well. -
ANNUAL REPORT PURSUANT to SECTION 13 OR 15(D)
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, 2020 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) Delaware 05-0494040 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) One CVS Drive, Woonsocket, Rhode Island 02895 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (401) 765-1500 Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.01 per share CVS 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. -
Aetna CVS Joint Proxy Statement Prospectus
MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT February 9, 2018 Dear CVS Health Stockholders and Aetna Shareholders: On behalf of the boards of directors of CVS Health and Aetna, we are pleased to enclose the joint proxy statement/prospectus relating to the merger of Aetna with a wholly-owned subsidiary of CVS Health pursuant to the terms of a merger agreement entered into by CVS Health and Aetna on December 3, 2017. If the merger is completed, Aetna shareholders immediately prior to the effective time of the merger will be entitled to receive $145.00 in cash and 0.8378 of a share of CVS Health common stock for each Aetna common share held by them, as described in more detail in the accompanying joint proxy statement/prospectus under the heading “The Merger Agreement—Merger Consideration.” Based on the closing price of a share of CVS Health common stock on February 8, 2018, the most recent trading day prior to the date of the accompanying joint proxy statement/prospectus for which this information was available, the merger consideration represented approximately $204.11 in value per Aetna common share. The value of the consideration to be received by Aetna shareholders will fluctuate with changes in the price of the shares of CVS Health common stock. We urge you to obtain current market quotations for shares of CVS Health common stock and Aetna common shares. Shares of CVS Health common stock and Aetna common shares are traded on the New York Stock Exchange (NYSE) under the symbols “CVS” and “AET”, respectively. In connection with the merger, CVS Health stockholders are cordially invited to attend a special meeting of the stockholders of CVS Health to be held on March 13, 2018 at the offices of Shearman & Sterling LLP, located at 599 Lexington Avenue, New York, NY 10022, at 11:00 a.m. -
Creating Value by Transforming the Consumer Health Experience
Creating Value by Transforming the Consumer Health Experience Larry Merlo President & Chief Executive Officer Cautionary statement regarding forward-looking statements The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of CVS Health Corporation. By their nature, all forward-looking statements involve risks and uncertainties. Actual results may differ materially from those contemplated by the forward-looking statements for a number of reasons as described in our Securities and Exchange Commission filings, including those set forth in the Risk Factors section and under the section entitled “Cautionary Statement Concerning Forward-Looking Statements” in our most recently filed Annual Report on Form 10-K and Quarterly Report on Form 10-Q. The presentations at our 2019 Investor Day include non-GAAP financial measures that we use to describe our company’s performance. In accordance with SEC regulations, you can find the definitions of these non-GAAP measures, as well as reconciliations to most comparable GAAP measures, on the Investor Relations portion of our website. Link to our non-GAAP reconciliations. 2 Today’s Objectives Strength of our businesses and how they provide a foundation for transformation How we intend to dramatically improve the way health care is delivered in the U.S. Our expectations for 2020 / 2021 and our positioning for long-term growth How current investments will translate into increased shareholder value 3 Agenda Key trends in health care Well -
Form a Application of CVS Health Corp. for Acquisition of Aetna Better
Exhibit 4-B Item 1 of CVS Health's 2015 Annual Report on Form 10-K PART I Item I. Business Overview CVS Health Corporation, together with its subsidiaries (collectively "CVS Health," the "Company,'' "we," "our" or ''us"), is a pharmacy innovation company helping people on their path to better health. At the forefront of a changing health care landscape, the Company has an unmatched suite of capabilities and the expertise needed to drive innovations that will help shape the future of health. We arc currently the only integrated pharmacy health care company with the ability to impact consumers, payors, and providers with innovative, channel-agnostic solutions to complex challenges managing costs and care. We have a deep understanding of their diverse needs through our unique integrated model, and we arc bringing them innovative solutions that help increase access to quality care, deliver better health outcomes, and lower overall health care costs. Through our approximately 9,600 retail phamrncics. more than I, I 00 walk-in medical clinics, a leading pharmacy benefits manager with more than 75 million plan members, a dedicated senior pharmacy care business serving more than one million patients per year, and expanding specialty pharmacy services, we enable people, businesses, and communities to manage health in more affordable, effective ways. We arc delivering break through products and services, from advising patients on their medications at our CVS Pharmacy" locations, to introducing unique programs to help control costs for our clients at CVS Caremark". to innovating how care is delivered to our patients with complex conditions through CVS Specialty"', to improving pharmacy care for the senior community through Omnicare•, or by expanding access to high-quality, low-cost care at CVS MinuteClinic"'. -
Competition Issues in the Distribution of Pharmaceuticals
Unclassified DAF/COMP/GF/WD(2014)43 Organisation de Coopération et de Développement Économiques Organisation for Economic Co-operation and Development 10-Feb-2014 ___________________________________________________________________________________________ English - Or. English DIRECTORATE FOR FINANCIAL AND ENTERPRISE AFFAIRS COMPETITION COMMITTEE Unclassified DAF/COMP/GF/WD(2014)43 Global Forum on Competition COMPETITION ISSUES IN THE DISTRIBUTION OF PHARMACEUTICALS Contribution from the United States -- Session III -- This contribution is submitted by the United States under Session III of the Global Forum on Competition to be held on 27-28 February 2014. Ms Cristiana Vitale, Senior Competition Expert, OECD Competition Division Tel: +33 1 45 24 85 30, Email: [email protected] English - Or. English JT03352197 Complete document available on OLIS in its original format This document and any map included herein are without prejudice to the status of or sovereignty over any territory, to the delimitation of international frontiers and boundaries and to the name of any territory, city or area. DAF/COMP/GF/WD(2014)43 COMPETITION ISSUES IN THE DISTRIBUTION OF PHARMACEUTICALS -- United States -- Introduction 1. The U.S. Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice are pleased to provide this paper in response to the OECD’s call for contributions to the Global Forum on Competition Roundtable regarding competition issues in the distribution of pharmaceuticals. 2. The Federal Trade Commission (FTC or Commission) and the Antitrust Division (collectively, the Agencies) are the federal government enforcers of U.S. competition laws. In addition, the Agencies seek to influence competition policy and promote competitive practices through study of markets and marketing practices (including conducting workshops and publishing reports); through advocacy of competition policy to the U.S. -
October/November 2014 Mergers and Acquisitions in U.S. Retail Pharmacy
October/November 2014 Mergers and Acquisitions in U.S. Retail Pharmacy PengCheng Zhu, Ph.D., CFA Assistant Professor of Finance School of Business Administration University of San Diego Peter E. Hilsenrath, Ph.D. Joseph M. Long Chair in Healthcare Management and Professor of Economics Eberhardt School of Business Thomas J. Long School of Pharmacy & Health Sciences University of the Pacific Journal of Health Care Finance www.HealthFinanceJournal.com Mergers and Acquisitions in U.S. Retail Pharmacy Abstract The retail pharmacy industry is the primary source of prescription medication for Americans. It has transformed away from a cottage industry of independent pharmacies and consolidated toward chain drug stores and mail order. This trend, its causes and consequences, are not fully understood. We use secondary data to study a sample of 87 large acquisitions in the industry. Findings indicate that in spite of rapid growth, profitability eroded. Stock investors respond positively to merger and acquisition announcements for both acquiring and acquired firms and negatively for rival firms not party to such transactions. We also show that the concentration of the retail pharmacy industry is negatively correlated with producer prices and positively correlated with profitability. Our findings are consistent with a view that retail pharmacies are merging to create countervailing power for bargaining leverage with other parties in the supply chain. The capital market perceives these mergers positively and shareholders benefit from these transactions. 2 I. INTRODUCTION There has been considerable scholarly interest in the pharmaceutical industry with focus on relatively high prices and profit margins as well as mergers and acquisitions (M&A’s) (Berndt, 2002; Danzon et al., 2012).