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Redefining
what’s possible.
2013 Annual Report

Table of contents

  • Page 1
    Redefining what's possible. 2013 Annual Report

  • Page 2
    1 Redefining What's Possible 14 Financial Highlights 15 Letter to Shareholders 22 In the Community 23 2013 Financial Report

  • Page 3
    .... CVS Caremark is redefining the role that pharmacy can play in improving health outcomes. We're doing it by asking questions, and the answers highlight how we are capitalizing on our unique integrated model to deliver innovative solutions for today's health care challenges. 1 2013 Annual Report

  • Page 4
    2 CVS Caremark

  • Page 5
    ... clinical programs, Pharmacy Advisor® helps patients get on - and stay on - the right medications. "Pharmacy Advisor helps our PBM plan members with chronic conditions such as diabetes and high blood pressure by promoting medication adherence and closing gaps in care," explains CVS Caremark Chief...

  • Page 6
    4 CVS Caremark

  • Page 7
    ... enterprise to save payors and plan members money while ensuring the quality of care. For example, our 7,600 retail locations make CVS/pharmacy an attractive option for other PBMs that want to create preferred or narrow pharmacy networks. CVS Caremark was also the first PBM to roll out a formulary...

  • Page 8
    6 CVS Caremark

  • Page 9
    ... care teams at CVS Caremark. Given the temperature-sensitive nature of many of these products, allowing patients the choice of picking them up at their local CVS/pharmacy means that they no longer have to wait at home for delivery to ensure the integrity of their medications. 7 2013 Annual Report

  • Page 10
    8 CVS Caremark

  • Page 11
    ... customers to manage all their retail and mail order prescriptions in one place - a real breakthrough experience that only CVS Caremark can deliver. The customer data and insights we've gained from our highly successful ExtraCare® loyalty program have long contributed to the CVS/pharmacy shopping...

  • Page 12
    10 CVS Caremark

  • Page 13
    ... for biometric screenings, wellness coaching, and other services that help manage chronic diseases and close gaps in care. A pilot program that reduces PBM member co-pays is showing promising results, with total health care spending among MinuteClinic users declining by 10 percent. With health...

  • Page 14
    12 CVS Caremark

  • Page 15
    ... costly hospital re-admissions by delivering discharge medications to the bedside and scheduling in-home pharmacist visits for patients with more complicated needs. We are also working to give doctors direct access to our industry-leading Pharmacy Advisor program for improving adherence. 13 2013...

  • Page 16
    ... income attributable to CVS Caremark Diluted EPS from continuing operations Stock price at year-end Market capitalization at year-end $ 84,436 $ 59,527 NET REVENUE (in billions of dollars) DILUTED EPS FROM CONTINUING OPERATIONS (in dollars) CASH DIVIDENDS (in cents per common share) 123.1 126...

  • Page 17
    ... This letter will expand on these and other topics shortly. First, I want to share some highlights of our outstanding results in 2013. They reï¬,ect our ongoing focus on the three pillars that we consider keys to enhancing value for CVS Caremark shareholders: • Driving productive, long-term growth...

  • Page 18
    ... 2013, our board of directors recently authorized a new $6 billion share repurchase program. Our current plans call for the repurchase of approximately $4 billion of our shares in 2014, consistent with last year. Our 2013 acquisitions of Drogaria Onofre and NovoLogix, and of Coram, which closed...

  • Page 19
    ... health care spectrum Front Store (Health / OTC) $15 billion market 9% share $100 billion + in pharmacy and health services revenues 17 2013 Annual Report Industry-leading adherence Medical Possession Ratio 2012-2013 Retail Pharmacy $200 billion market 21% share 82% CVS/pharmacy Mail Pharmacy...

  • Page 20
    ... growth in 2013 CVS Caremark - $0.90 annual dividend 38% growth in 2013 Focused on enhancing shareholder value Driving productive long-term growth since 2010... Generating significant free cash ï¬,ow since 2010... Optimizing capital allocation since 2010... ~$25 billion in PBM net new business...

  • Page 21
    .... Our stores now command a 21.3 percent share of the U.S. retail prescription drug market, and we are poised to capitalize on health care reform over the next few years. With 30 million Americans expected to gain health care coverage through the public exchanges and the expansion of Medicaid, we...

  • Page 22
    ... care system that incurs $300 billion in avoidable medical costs each year due to medication non-adherence. ExtraCare® and store-brand initiatives continue to drive profitable sales in the front of the store Our ExtraCare loyalty program has been a key driver of our profitable front store sales...

  • Page 23
    ... by 2016. Growth will come from the continuing transition of fee-for-service Medicaid members to Managed Medicaid as well as from new enrollees resulting from the ACA's expanded eligibility. CVS Caremark is the clear market leader among Managed Medicaid PBMs with a 28 percent share of covered lives...

  • Page 24
    ...to human rights as part of our Supplier Ethics Policy. A big part of our CSR efforts is focused on supporting local communities and making sure that the people we serve each and every day have access to quality health care. Our charitable giving programs reï¬,ect this commitment. Through our company...

  • Page 25
    ... Balance Sheets 56 Consolidated Statements of Cash Flows 57 Consolidated Statements of Shareholders' Equity 58 Notes to Consolidated Financial Statements 90 Five-Year Financial Summary 91 Report of Independent Registered Public Accounting Firm 92 Stock Performance Graph 23 23 2013 Annual Report

  • Page 26
    ...discounted drug purchase arrangements, Medicare Part D services, retail pharmacy network management services, prescription management systems, clinical services and disease management services. Our clients are primarily employers, insurance companies, unions, government employee groups, managed care...

  • Page 27
    ... prescription drugs to plan members. Net revenues are also generated by providing additional services to clients, including administrative services such as claims processing and formulary management, as well as health care-related services such as disease management. The Pharmacy Services Segment...

  • Page 28
    ...the prior year. • The increase in our generic dispensing rates in both of our operating segments continued to have an adverse effect on net revenue in 2013 as compared to 2012, as well as in 2012 as compared to 2011. In 2012, the Pharmacy Services Segment had a greater impact from net new business...

  • Page 29
    ... reduce their prescription drug costs. • In addition, for the three years 2011 through 2013, our gross profit continued to benefit from the increased utilization of generic drugs (which normally yield a higher gross profit rate than equivalent brand name drugs) in both the Pharmacy Services and...

  • Page 30
    ... per diluted share) in 2011. As discussed previously, the 2013 increase in net income attributable to CVS Caremark was primarily related to increased generic drug dispensing in both operating segments, increased volume across all channels in our Pharmacy Services Segment, and increased sales in our...

  • Page 31
    ... all discounts available for the purchase of mail order prescription drugs. The following amounts are eliminated in consolidation in connection with the item (ii) intersegment activity: net revenues of $4.3 billion, $3.4 billion and $2.6 billion for the years ended December 31, 2013, 2012 and 2011...

  • Page 32
    ...D pharmacy benefits through the Company's own SilverScript Prescription Drug Plan ("PDP"), which offers benefits to individual members and through employer group waiver plans ("EGWPs"). At the beginning of the 2013 Medicare Part D plan year, the Company implemented an enrollment systems conversion...

  • Page 33
    ... in the percentage of generic prescription drugs dispensed and changes in client pricing. • Our mail choice generic dispensing rate was 76.0%, 72.0% and 64.9% in the years ended December 31, 2013, 2012 and 2011, respectively. • Our pharmacy network generic dispensing rate increased to 81.3% in...

  • Page 34
    ... if the related revenues should be accounted for using the gross method or net method under the applicable accounting rules. CVS Caremark Pharmacy Services' network contracts are predominantly accounted for using the gross method, which results in higher revenues, higher cost of revenues and lower...

  • Page 35
    ...offset by the Pharmacy Services Segment's $11 million share of a gain on a legal settlement recorded in the third quarter of 2013. • During 2012, the increase in operating expenses of $70 million or 6.6%, to $1.1 billion compared to 2011, is primarily related to increased costs associated with the...

  • Page 36
    ... the impact of 2013 having one fewer day as a result of 2012 being a leap year. • Pharmacy revenues continue to be negatively impacted by the conversion of brand name drugs to equivalent generic drugs, which typically have a lower selling price. Pharmacy same store sales were negatively impacted...

  • Page 37
    ... impact our pricing to customers and other payors and/or could impact our ability to negotiate discounts or rebates with manufacturers, wholesalers, PBMs or retail and mail pharmacies. See "Government Regulation" within Part I, Item 1, Business, for additional information. 35 2013 Annual Report

  • Page 38
    ... benefit costs and information technology expenses. CVS Caremark Liquidity and Capital Resources We maintain a level of liquidity sufficient to allow us to cover our cash needs in the short-term. Over the long-term, we manage our cash and capital structure to maximize shareholder return, maintain...

  • Page 39
    ... of year) New and acquired stores Closed stores (1) Total stores (end of year) Relocated stores (1) Relocated stores are not included in new or closed store totals. (2) Excludes specialty mail order facilities. (1) 2012 (2) 7,388 150 (30) 7,508 90 2011(2) 7,248 162 (22) 7,388 86 2013 Annual Report...

  • Page 40
    ... fees. The 2013 Notes pay interest semi-annually and may be redeemed, in whole at any time, or in part from time to time, at the Company's option at a defined redemption price plus accrued and unpaid interest to the redemption date. The net proceeds of the 2013 Notes were used to repay commercial...

  • Page 41
    ... information. Although we currently believe our long-term debt ratings will remain investment grade, we cannot guarantee the future actions of Moody's and/or Standard & Poor's. Our debt ratings have a direct impact on our future borrowing costs, access to capital markets and new store operating...

  • Page 42
    ...Analysis of Financial Condition and Results of Operations Quarterly Dividend Increase - In December 2013, our Board of Directors authorized a 22% increase in our quarterly common stock dividend to $0.275 per share. This increase equates to an annual dividend rate of $1.10 per share. In December 2012...

  • Page 43
    ... accounting policies with the Audit Committee of our Board of Directors and the Audit Committee has reviewed our disclosures relating to them. 41 2013 Annual Report Revenue Recognition Pharmacy Services Segment Our Pharmacy Services Segment sells prescription drugs directly through our mail...

  • Page 44
    ... actual prescription claims, the difference is recorded in either accounts receivable or accrued expenses. We account for fully insured CMS obligations and Member Co-Payments (including the amounts subsidized by CMS) using the gross method consistent with our revenue recognition policies for Mail Co...

  • Page 45
    ...the Financial Accounting Standards Board ("FASB") Accounting Standards Codification 605, Revenue Recognition. For substantially all prescriptions, the fill date and the delivery date occur in the same reporting period. The effect on both revenue and income of recording prescription drug sales upon...

  • Page 46
    ... application for periods prior to 2012 is impracticable, as the period-specific information necessary to value prescription drug inventories in the Retail Pharmacy Segment under the weighted average cost method is unavailable. The Company implemented a new pharmacy cost accounting system...

  • Page 47
    ... to reduce their prescription drug costs and/or increased member co-payments, the continued efforts of competitors to gain market share and consumer spending patterns. Goodwill and indefinitely-lived intangible assets are subject to annual impairment reviews, or more frequent reviews if events or...

  • Page 48
    ... rates, terminal growth rates; and forecasts of revenue, operating profit, depreciation and amortization, capital expenditures and future working capital requirements. When determining these assumptions and preparing these estimates, we consider each reporting unit's historical results and current...

  • Page 49
    ...any material changes in the accounting methodology used to establish our self-insurance liability during the past three years. 47 2013 Annual Report New Accounting Pronouncements In July 2012, the FASB issued Accounting Standards Update ("ASU") 2012-02, Testing Indefinite-Lived Intangible Assets...

  • Page 50
    ... statements relating to corporate strategy; revenue growth; earnings or earnings per common share growth; adjusted earnings or adjusted earnings per common share growth; free cash ï¬,ow; debt ratings; inventory levels; inventory turn and loss rates; store development; relocations and new market...

  • Page 51
    ... more restricted retail pharmacy networks. • The Company's ability to fully integrate and to realize the planned benefits associated with the acquisition of Coram LLC in accordance with the expected timing. • Risks relating to our ability to secure timely and sufficient access to the products...

  • Page 52
    ... and Analysis of Financial Condition and Results of Operations • Risks related to compliance with a broad and complex regulatory framework, including compliance with new and existing federal, state and local laws and regulations relating to health care, accounting standards, corporate securities...

  • Page 53
    ... and testing of the operating effectiveness of controls. Our system of internal control over financial reporting is enhanced by periodic reviews by our internal auditors, written policies and procedures and a written Code of Conduct adopted by our Company's Board of Directors, applicable to...

  • Page 54
    ... of CVS Caremark Corporation as of December 31, 2013 and 2012, and the related consolidated statements of income, comprehensive income, shareholders' equity and cash ï¬,ows for each of the three years in the period ended December 31, 2013 of CVS Caremark Corporation and our report dated February...

  • Page 55
    ...1 , In millions, except per share amounts 2013 2012 $ 123,120 100,632 22,488 15,278 7,210 557 348 6,305 2,436 3,869 (7) 3,862 2 $ 3,864 $ $ 2011 107,080 86,518 20,562 14,231 6,331 584 - 5,747 2,258 3,489 (31) 2013 Annual Report 3,458 4 3,462 Net revenues Cost of revenues Gross profit Operating...

  • Page 56
    Consolidated Statements of Comprehensive Income Y E A R E N DE D DE C E M B E R 3 1 , In millions 2013 2012 $ 3,862 - 3 (12) (9) 3,853 2 $ 3,855 $ $ 2011 3,... Comprehensive income attributable to CVS Caremark See accompanying notes to consolidated financial statements. $ 4,624 CVS Caremark

  • Page 57
    ... Liabilities: Accounts payable Claims and discounts payable Accrued expenses Short-term debt Current portion of long-term debt Total current liabilities Long-term debt Deferred income taxes Other long-term liabilities Commitments and contingencies (Note 12) Shareholders' equity: Preferred stock, par...

  • Page 58
    ... from acquisitions: Accounts receivable, net Inventories Other current assets Other assets Accounts payable and claims and discounts payable Accrued expenses Other long-term liabilities Net cash provided by operating activities See accompanying notes to consolidated financial statements. $ 114,993...

  • Page 59
    ... 2013 2012 2011 2013 2012 2011 Common stock: Beginning of year Stock options exercised and issuance of stock awards End of year Treasury stock: Beginning of year Purchase of treasury shares Employee stock purchase plan issuances Transfer of shares from shares held in trust End of year Shares...

  • Page 60
    ... Financial Statements 1 Significant Accounting Policies Description of business - CVS Caremark Corporation and its subsidiaries (the "Company") is the largest integrated pharmacy health care provider in the United States based upon revenues and prescriptions filled. The Company currently...

  • Page 61
    ... 31, 2013. The fair value of the Company's long-term debt was estimated based on quoted rates currently offered in active markets for the Company's debt, which is considered Level 1 of the fair value hierarchy. The Company had outstanding letters of credit, which guaranteed foreign trade purchases...

  • Page 62
    ... the retail pharmacy stores, the weighted average cost method in the mail service and specialty pharmacies, and the cost method on a first-in, first-out basis in the distribution centers. Effective January 1, 2012, the Company changed its methods of accounting for prescription drug inventories in...

  • Page 63
    ... the consolidated balance sheet outside of shareholders' equity. On June 29, 2012, the Company acquired the remaining 40% interest in Generation Health from minority shareholders and employee option holders for $26 million and $5 million, respectively, for a total of $31 million. 2013 Annual Report

  • Page 64
    ...client pays directly to the PSS, net of any volume-related or other discounts paid back to the client (see "Drug Discounts" later in this document), (ii) the price paid to the PSS by client plan members for mail order prescriptions ("Mail Co-Payments") and the price paid to retail network pharmacies...

  • Page 65
    ...the Financial Accounting Standards Board ("FASB") Accounting Standards Codification 605, Revenue Recognition. For substantially all prescriptions, the fill date and the delivery date occur in the same reporting period. The effect on both revenue and income of recording prescription drug sales upon...

  • Page 66
    ... Financial Statements Cost of revenues Pharmacy Services Segment - The PSS' cost of revenues includes: (i) the cost of prescription drugs sold during the reporting period directly through its mail service dispensing pharmacies and indirectly through its retail pharmacy network, (ii) shipping...

  • Page 67
    ... include reported claims and claims incurred but not reported, are calculated using standard insurance industry actuarial assumptions and the Company's historical claims experience. Facility opening and closing costs - New facility opening costs, other than capital expenditures, are charged directly...

  • Page 68
    ... Services and Retail Pharmacy segments utilize this clinical health information network in providing services to its client plan members and retail customers. The Company expensed fees of approximately $48 million, $32 million and $28 million in the years ended December 31, 2013, 2012 and 2011...

  • Page 69
    ...drug product and results in a consistent inventory valuation method for all of the Company's prescription drug inventories as the PSS's mail service and specialty pharmacies were already on the weighted average cost method. Most of these mail service and specialty pharmacies in the PSS were acquired...

  • Page 70
    ... application for periods prior to 2012 is impracticable, as the period-specific information necessary to value prescription drug inventories in the Retail Pharmacy Segment under the weighted average cost method is unavailable. The Company implemented a new pharmacy cost accounting system...

  • Page 71
    ... $494 million, $486 million and $452 million in 2013, 2012 and 2011, respectively. The anticipated annual amortization expense for these intangible assets for the next five years is $457 million in 2014, $427 million in 2015, $398 million in 2016, $375 million in 2017 and $357 million in 2018...

  • Page 72
    ... Statements 5 Share Repurchase Programs 70 On December 17, 2013, the Company's Board of Directors authorized a new share repurchase program for up to $6.0 billion of outstanding common stock (the "2013 Repurchase Program"). On September 19, 2012, the Company's Board of Directors authorized...

  • Page 73
    ... Programs. 2013 Annual Report 71 During the year ended December 31, 2012, the Company repurchased an aggregate of 95.0 million shares of common stock for approximately $4.3 billion under the 2012 and 2011 Repurchase Programs, which includes shares received from the September 2012 ASR agreement...

  • Page 74
    ... 72 CVS Caremark Less: Short-term debt (commercial paper) Current portion of long-term debt - (561) $ 12,841 (1) The Enhanced Capital Advantage Preferred Securities ("ECAPS") had a stated rate of interest of 6.302% through June 1, 2012, at which time the rate converted to a variable rate which...

  • Page 75
    ... fees. The 2013 Notes pay interest semi-annually and may be redeemed, in whole at any time, or in part from time to time, at the Company's option at a defined redemption price plus accrued and unpaid interest to the redemption date. The net proceeds of the 2013 Notes were used to repay commercial...

  • Page 76
    Notes to Consolidated Financial Statements 7 Leases The Company leases most of its retail and mail order locations, ten of its distribution centers and certain corporate offices under noncancelable operating leases, typically with initial terms of 15 to 25 years and with options that permit ...

  • Page 77
    ... Company's funding policy is generally to pay covered expenses as they are incurred. For retiree medical plan accounting, the Company reviews external data and its own historical trends for health care costs to determine the health care cost trend rates. As of December 31, 2013 and 2012, the Company...

  • Page 78
    ... Financial Statements Pursuant to various labor agreements, the Company also contributes to multiemployer health and welfare plans that cover certain union-represented employees. The plans provide postretirement health care and life insurance benefits to certain employees who meet eligibility...

  • Page 79
    ... over the applicable requisite service period of the stock award (generally three to five years) using the straight-line method. Stock-based compensation costs are included in selling, general and administrative expenses. 2013 Annual Report Compensation expense related to stock options, which...

  • Page 80
    ... employees of the Company or any subsidiary of the Company. Payment of such annual incentive and long-term performance awards will be in cash, stock, other awards or other property, at the discretion of the Management Planning and Development Committee of the Company's Board of Directors. The 2010...

  • Page 81
    ... table is a summary of the Company's stock option activity for the year ended December 31, 2013: Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Shares in thousands Shares Outstanding at December 31, 2012 Granted Exercised Forfeited Expired...

  • Page 82
    ... assets and liabilities as of December 31: In millions 2013 2012 Deferred tax assets: Lease and rents Inventories Employee benefits Allowance for doubtful accounts Retirement benefits Net operating losses Depreciation Other Valuation allowance Total deferred tax assets Deferred tax liabilities...

  • Page 83
    ...filing of their federal income tax return. The Company and its subsidiaries are also currently under income tax examinations by a number of state and local tax authorities. As of December 31, 2013, no examination has resulted in any proposed adjustments that would result in a material change to the...

  • Page 84
    ... already accrued for these matters. • Caremark (the term "Caremark" being used herein to generally refer to any one or more pharmacy benefit management subsidiaries of the Company, as applicable) was a defendant in a qui tam lawsuit initially filed by a relator on behalf of various state and...

  • Page 85
    ... ("OIG") within the U.S. Department of Health and Human Services ("HHS"), requesting information relating to the processing of Medicaid and other government agency claims on a different adjudication platform of Caremark. The Company has provided documents and other information in response to this...

  • Page 86
    ... by the purchase of stock at allegedly inï¬,ated prices under its share repurchase program. In January 2011, both lawsuits were transferred to the United States District Court for the District of New Hampshire. In June 2012, the court granted the Company's motion to dismiss the securities class...

  • Page 87
    ... Board of Directors is conducting a review and intends to respond to the letter as appropriate. • In November 2012, the Company received a subpoena from the OIG requesting information concerning automatic refill programs used by pharmacies to refill prescriptions for customers. The Company has...

  • Page 88
    ... all discounts available for the purchase of mail order prescription drugs. The following amounts are eliminated in consolidation in connection with the item (ii) intersegment activity: net revenues of $4.3 billion, $3.4 billion and $2.6 billion for the years ended December 31, 2013, 2012 and 2011...

  • Page 89
    ...of comprehensive infusion services, caring for approximately 165,000 patients annually. Coram has approximately 4,600 employees, including approximately 600 nurses and 250 dietitians, operating primarily through 85 branch locations and six centers of excellence for patient intake. Coram's results of...

  • Page 90
    ...attributable to CVS Caremark Diluted earnings per common share: Income from continuing operations attributable to CVS Caremark Loss from discontinued operations attributable to CVS Caremark Net income attributable to CVS Caremark Dividends per common share Stock price: (New York Stock Exchange) High...

  • Page 91
    ... to CVS Caremark Diluted earnings per common share: Income from continuing operations attributable to CVS Caremark Income (loss) from discontinued operations attributable to CVS Caremark Net income attributable to CVS Caremark Dividends per common share Stock price: (New York Stock Exchange) High...

  • Page 92
    ..., Inc. from minority shareholders and employee option holders for $26 million and $5 million, respectively, for a total of $31 million. (4) Effective January 1, 2012, the Company changed its methods of accounting for prescription drug inventories in the Retail Pharmacy Segment. Additional details of...

  • Page 93
    ... of accounting for prescription drug inventories in the Retail Pharmacy Segment effective January 1, 2012. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), CVS Caremark Corporation's internal control over financial reporting as...

  • Page 94
    ...CVS Caremark Corporation S&P 500 2009 2010 2011 2012 2013 S&P 500 Food & Staples Retail Group Index S&P 500 Healthcare Group Index Compound Annual Return Rate (3 Year) Compound Annual Return Rate (5 Year) Year End 2008 2009 2010 2011 2012 2013 Annual Return Rate (1 Year) CVS Caremark Corporation...

  • Page 95
    ...| Atlanta & San Antonio SHAREHOLDER INFORMATION Corporate Headquarters CVS Caremark Corporation One CVS Drive, Woonsocket, RI 02895 (401) 765-1500 Annual Shareholders' Meeting May 8, 2014 CVS Caremark Corporate Headquarters Stock Market Listing The New York Stock Exchange Symbol: CVS Transfer Agent...

  • Page 96
    The CVS Caremark 2013 Annual Report saved the following resources by printing on paper containing 10 percent post-consumer recycled content. Impact estimates made using the Environmental Paper Network Calculator. trees waste water energy solid waste greenhouse gases waterborne waste 123 fully...