CVS HEALTH Corp [CVS] Filings

10-Q 1 cvs-20230930.htm 10-Q cvs-20230930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

☐ 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

Former name, former address and former fiscal year, if changed since last report:

N/A

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☑ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☑	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☑ No

As of October 25, 2023, the registrant had 1,286,896,582 shares of common stock issued and outstanding.


TABLE OF CONTENTS
		Page
Part I	Financial Information

Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	56
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	79
Item 4.	Controls and Procedures	79

Part II	Other Information

Item 1.	Legal Proceedings	80
Item 1A.	Risk Factors	80
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	80
Item 3	Defaults Upon Senior Securities	80
Item 4.	Mine Safety Disclosures	80
Item 5.	Other Information	80
Item 6.	Exhibits	81

Signatures		82

Form 10-Q Table of Contents

Part I.Financial Information

Item 1.Financial Statements

Index to Condensed Consolidated Financial Statements


			Page
Condensed Consolidated Statements of Operations (Unaudited) for the three and nine months ended September 30, 2023 and 2022			2

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the three and nine months ended September 30, 2023 and 2022			3

Condensed Consolidated Balance Sheets (Unaudited) as of September 30, 2023 and December 31, 2022			4

Condensed Consolidated Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2023 and 2022			5

Condensed Consolidated Statements of Shareholders’ Equity (Unaudited) for the three months ended September 30, 2023 and 2022, the three months ended June 30, 2023 and 2022 and the three months ended March 31, 2023 and 2022			7

Notes to Condensed Consolidated Financial Statements (Unaudited)			9

Report of Independent Registered Public Accounting Firm			55

Index to Condensed Consolidated Financial Statements

CVS Health Corporation

Condensed Consolidated Statements of Operations

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
In millions, except per share amounts	2023		2022		2023		2022
Revenues:
Products	$	61,298	$	57,643	$	179,984	$	166,959
Premiums	24,657		21,003		74,117		63,894
Services	3,532		2,312		8,977		7,253
Net investment income	277		201		885		515
Total revenues	89,764		81,159		263,963		238,621
Operating costs:
Cost of products sold	54,688		50,365		159,679		145,164
Health care costs	21,499		17,401		63,729		52,814
Restructuring charges	11		—		507		—
Opioid litigation charges	—		5,220		—		5,704
Loss on assets held for sale	—		2,480		349		2,521

Operating expenses	9,876		9,612		29,329		28,123
Total operating costs	86,074		85,078		253,593		234,326
Operating income (loss)	3,690		(3,919)		10,370		4,295
Interest expense	693		566		1,968		1,735

Other income	(22)		(41)		(66)		(126)
Income (loss) before income tax provision (benefit)	3,019		(4,444)		8,468		2,686
Income tax provision (benefit)	754		(1,045)		2,147		691


Net income (loss)	2,265		(3,399)		6,321		1,995
Net income attributable to noncontrolling interests	(4)		(7)		(23)		(18)
Net income (loss) attributable to CVS Health	$	2,261	$	(3,406)	$	6,298	$	1,977

Net income (loss) per share attributable to CVS Health:
Basic	$	1.76	$	(2.59)	$	4.90	$	1.51
Diluted	$	1.75	$	(2.59)	$	4.88	$	1.49
Weighted average shares outstanding:
Basic	1,287		1,315		1,284		1,313
Diluted	1,290		1,315		1,289		1,324










Dividends declared per share	$	0.605	$	0.55	$	1.815	$	1.65

See accompanying notes to condensed consolidated financial statements (unaudited).

Index to Condensed Consolidated Financial Statements

CVS Health Corporation

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
In millions	2023		2022		2023		2022
Net income (loss)	$	2,265	$	(3,399)	$	6,321	$	1,995
Other comprehensive income (loss), net of tax:
Net unrealized investment gains (losses)	(321)		(637)		85		(2,634)
Change in discount rate on long-duration insurance reserves	181		250		167		929
Foreign currency translation adjustments	(2)		(7)		(1)		(5)
Net cash flow hedges	(4)		8		9		20
Pension and other postretirement benefits	—		1		—		2
Other comprehensive income (loss)	(146)		(385)		260		(1,688)
Comprehensive income (loss)	2,119		(3,784)		6,581		307
Comprehensive income attributable to noncontrolling interests	(4)		(7)		(23)		(18)
Comprehensive income (loss) attributable to CVS Health	$	2,115	$	(3,791)	$	6,558	$	289

See accompanying notes to condensed consolidated financial statements (unaudited).

Index to Condensed Consolidated Financial Statements

CVS Health Corporation

Condensed Consolidated Balance Sheets

(Unaudited)


In millions, except per share amounts	September 30, 2023		December 31, 2022
Assets:
Cash and cash equivalents	$	13,043	$	12,945
Investments	3,145		2,778
Accounts receivable, net	32,927		27,276
Inventories	17,954		19,090
Assets held for sale	—		908
Other current assets	3,074		2,636
Total current assets	70,143		65,633
Long-term investments	21,667		21,096
Property and equipment, net	13,022		12,873
Operating lease right-of-use assets	17,564		17,872
Goodwill	91,261		78,150
Intangible assets, net	29,624		24,803
Separate accounts assets	3,200		3,228
Other assets	4,825		4,620
Total assets	$	251,306	$	228,275

Liabilities:
Accounts payable	$	14,874	$	14,838
Pharmacy claims and discounts payable	21,497		19,423
Health care costs payable	12,550		10,142
Policyholders’ funds	1,440		1,500
Accrued expenses	22,571		18,745
Other insurance liabilities	4,748		1,089
Current portion of operating lease liabilities	1,741		1,678

Current portion of long-term debt	2,132		1,778
Liabilities held for sale	—		228
Total current liabilities	81,553		69,421
Long-term operating lease liabilities	16,441		16,800
Long-term debt	59,782		50,476
Deferred income taxes	4,250		4,016
Separate accounts liabilities	3,200		3,228
Other long-term insurance liabilities	5,333		5,835
Other long-term liabilities	6,237		6,730
Total liabilities	176,796		156,506

Shareholders’ equity:
Preferred stock, par value $0.01: 0.1 shares authorized; none issued or outstanding	—		—
Common stock, par value $0.01: 3,200 shares authorized; 1,767 shares issued and 1,287 shares outstanding at September 30, 2023 and 1,758 shares issued and 1,300 shares outstanding at December 31, 2022 and capital surplus	48,829		48,193
Treasury stock, at cost: 480 shares at September 30, 2023 and 458 shares at December 31, 2022	(33,831)		(31,858)
Retained earnings	60,343		56,398
Accumulated other comprehensive loss	(1,004)		(1,264)
Total CVS Health shareholders’ equity	74,337		71,469
Noncontrolling interests	173		300
Total shareholders’ equity	74,510		71,769
Total liabilities and shareholders’ equity	$	251,306	$	228,275

See accompanying notes to condensed consolidated financial statements (unaudited).

Index to Condensed Consolidated Financial Statements

CVS Health Corporation

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Nine Months Ended September 30,
In millions	2023		2022
Cash flows from operating activities:
Cash receipts from customers	$	260,300	$	235,395
Cash paid for inventory, prescriptions dispensed and health services rendered	(153,051)		(138,785)
Insurance benefits paid	(61,658)		(51,434)
Cash paid to other suppliers and employees	(26,038)		(22,728)
Interest and investment income received	1,174		687
Interest paid	(2,049)		(1,936)
Income taxes paid	(2,616)		(3,070)
Net cash provided by operating activities	16,062		18,129

Cash flows from investing activities:
Proceeds from sales and maturities of investments	5,547		5,535
Purchases of investments	(6,625)		(6,439)
Purchases of property and equipment	(2,120)		(2,039)
Acquisitions (net of cash and restricted cash acquired)	(16,492)		(131)
Proceeds from sale of subsidiaries (net of cash and restricted cash sold of $2,808 in 2022)	—		(1,928)
Other	43		74
Net cash used in investing activities	(19,647)		(4,928)

Cash flows from financing activities:


Proceeds from issuance of short-term loan	5,000		—
Repayment of short-term loan	(5,000)		—
Proceeds from issuance of long-term debt	10,898		—
Repayments of long-term debt	(2,734)		(4,195)
Repurchase of common stock	(2,013)		(2,000)

Dividends paid	(2,353)		(2,188)
Proceeds from exercise of stock options	242		510
Payments for taxes related to net share settlement of equity awards	(175)		(337)
Other	(210)		(119)
Net cash provided by (used in) financing activities	3,655		(8,329)
Net increase in cash, cash equivalents and restricted cash	70		4,872
Cash, cash equivalents and restricted cash at the beginning of the period	13,305		12,691
Cash, cash equivalents and restricted cash at the end of the period	$	13,375	$	17,563

Index to Condensed Consolidated Financial Statements

CVS Health Corporation

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Nine Months Ended September 30,
In millions	2023		2022
Reconciliation of net income to net cash provided by operating activities:
Net income	$	6,321	$	1,995
Adjustments required to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	3,232		3,181
Loss on assets held for sale	349		2,521

Stock-based compensation	461		341
Gain on sale of subsidiary	—		(225)

Deferred income taxes and other noncash items	(360)		(2,213)
Change in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable, net	(3,920)		(2,009)
Inventories	1,305		(415)
Other assets	(518)		(244)
Accounts payable and pharmacy claims and discounts payable	2,466		3,350
Health care costs payable and other insurance liabilities	4,679		4,476
Other liabilities	2,047		7,371
Net cash provided by operating activities	$	16,062	$	18,129

See accompanying notes to condensed consolidated financial statements (unaudited).

Index to Condensed Consolidated Financial Statements

CVS Health Corporation

Condensed Consolidated Statements of Shareholders’ Equity

(Unaudited)


			Attributable to CVS Health
	Number of shares outstanding		Common Stock and Capital Surplus (2)		Treasury Stock (1)		Retained Earnings		Accumulated Other Comprehensive Loss		Total CVS Health Shareholders’ Equity		Noncontrolling Interests		Total Shareholders’ Equity

	Common Shares	Treasury Shares (1)
In millions
Balance at December 31, 2022	1,758	(458)	$	48,193	$	(31,858)	$	56,398	$	(1,264)	$	71,469	$	300	$	71,769

Net income	—	—	—		—		2,136		—		2,136		6		2,142
Other comprehensive income	—	—	—		—		—		389		389		—		389
Stock option activity, stock awards and other	1	—	122		—		—		—		122		—		122
Purchase of treasury shares, net of ESPP issuances	—	(22)	(18)		(1,944)		—		—		(1,962)		—		(1,962)
Common stock dividends	—	—	—		—		(781)		—		(781)		—		(781)
Other increases (decreases) in noncontrolling interests	—	—	9		—		—		—		9		(108)		(99)
Balance at March 31, 2023	1,759	(480)	48,306		(33,802)		57,753		$	(875)	71,382		198		71,580
Net income	—	—	—		—		1,901		—		1,901		13		1,914
Other comprehensive income	—	—	—		—		—		17		17		—		17
Stock option activity, stock awards and other	5	—	345		—		—		—		345		—		345
Purchase of treasury shares, net of ESPP issuances	—	(2)	2		(131)		—		—		(129)		—		(129)
Common stock dividends	—	—	—		—		(786)		—		(786)		—		(786)
Acquisition of noncontrolling interests	—	—	—		—		—		—		—		66		66
Other decreases in noncontrolling interests	—	—	(4)		—		—		—		(4)		(1)		(5)
Balance at June 30, 2023	1,764	(482)	48,649		(33,933)		58,868		(858)		72,726		276		73,002
Net income	—	—	—		—		2,261		—		2,261		4		2,265
Other comprehensive loss (Note 10)	—	—	—		—		—		(146)		(146)		—		(146)
Stock option activity, stock awards and other	3	—	165		—		—		—		165		—		165
ESPP issuances, net of purchase of treasury shares	—	2	3		102		—		—		105		—		105
Common stock dividends	—	—	—		—		(786)		—		(786)		—		(786)
Other increases (decreases) in noncontrolling interests	—	—	12		—		—		—		12		(107)		(95)
Balance at September 30, 2023	1,767	(480)	$	48,829	$	(33,831)	$	60,343	$	(1,004)	$	74,337	$	173	$	74,510

_____________________________________________

(1)Treasury shares include 1 million shares held in trust and treasury stock includes $29 million related to shares held in trust as of September 30, 2023, June 30, 2023, March 31, 2023 and December 31, 2022.

(2)Common stock and capital surplus includes the par value of common stock of $18 million as of September 30, 2023, June 30, 2023, March 31, 2023 and December 31, 2022.

See accompanying notes to condensed consolidated financial statements (unaudited).

Index to Condensed Consolidated Financial Statements

CVS Health Corporation

Condensed Consolidated Statements of Shareholders’ Equity

(Unaudited)


			Attributable to CVS Health
	Number of shares outstanding		Common Stock and Capital Surplus (2)		Treasury Stock (1)		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total CVS Health Shareholders’ Equity		Noncontrolling Interests		Total Shareholders’ Equity

	Common Shares	Treasury Shares (1)
In millions
Balance at December 31, 2021	1,744	(422)	$	47,377	$	(28,173)	$	54,906	$	965	$	75,075	$	306	$	75,381
Adoption of new accounting standard (Note 1) (3)	—	—	—		—		91		(631)		(540)		—		(540)
Net income	—	—	—		—		2,354		—		2,354		1		2,355
Other comprehensive loss	—	—	—		—		—		(763)		(763)		—		(763)
Stock option activity, stock awards and other	3	—	300		—		—		—		300		—		300
Purchase of treasury shares, net of ESPP issuances	—	(19)	—		(1,972)		—		—		(1,972)		—		(1,972)
Common stock dividends	—	—	—		—		(730)		—		(730)		—		(730)
Other increases in noncontrolling interests	—	—	—		—		—		—		—		3		3
Balance at March 31, 2022	1,747	(441)	47,677		(30,145)		56,621		(429)		73,724		310		74,034
Net income	—	—	—		—		3,029		—		3,029		10		3,039
Other comprehensive loss	—	—	—		—		—		(540)		(540)		—		(540)
Stock option activity, stock awards and other	8	—	197		—		—		—		197		—		197
Purchase of treasury shares, net of ESPP issuances	—	(2)	—		(267)		—		—		(267)		—		(267)
Common stock dividends	—	—	—		—		(729)		—		(729)		—		(729)
Other increases in noncontrolling interests	—	—	—		—		—		—		—		2		2
Balance at June 30, 2022	1,755	(443)	47,874		(30,412)		58,921		(969)		75,414		322		75,736







Net income (loss)	—	—	—		—		(3,406)		—		(3,406)		7		(3,399)
Other comprehensive loss (Note 10)	—	—	—		—		—		(385)		(385)		—		(385)
Stock option activity, stock awards and other	2	—	173		—		—		—		173		—		173
ESPP issuances, net of purchase of treasury shares	—	1	—		86		—		—		86		—		86
Common stock dividends	—	—	—		—		(723)		—		(723)		—		(723)
Other decreases in noncontrolling interests	—	—	—		—		—		—		—		(1)		(1)
Balance at September 30, 2022	1,757	(442)	$	48,047	$	(30,326)	$	54,792	$	(1,354)	$	71,159	$	328	$	71,487

_____________________________________________

(1)Treasury shares include 1 million shares held in trust and treasury stock includes $29 million related to shares held in trust as of September 30, 2022, June 30, 2022, March 31, 2022 and December 31, 2021.

(2)Common stock and capital surplus includes the par value of common stock of $18 million as of September 30, 2022 and June 30, 2022 and $17 million as of March 31, 2022 and December 31, 2021.

(3)Reflects the adoption of Accounting Standards Update (“ASU”) 2018-12, Targeted Improvements to the Accounting for Long-Duration Contracts (Topic 944) during the three months ended March 31, 2023. See Note 1 ‘‘Significant Accounting Policies’’ for additional information.

See accompanying notes to condensed consolidated financial statements (unaudited).

Index to Condensed Consolidated Financial Statements

Notes to Condensed Consolidated Financial Statements (Unaudited)

1.Significant Accounting Policies

Description of Business

CVS Health Corporation, together with its subsidiaries (collectively, “CVS Health” or the “Company”), has more than 9,000 retail locations, more than 1,000 walk-in medical clinics, 192 primary care medical clinics, a leading pharmacy benefits manager with approximately 110 million plan members and expanding specialty pharmacy solutions, and a dedicated senior pharmacy care business serving more than one million patients per year. The Company also serves an estimated more than 35 million people through traditional, voluntary and consumer-directed health insurance products and related services, including expanding Medicare Advantage offerings and a leading standalone Medicare Part D prescription drug plan (“PDP”). The Company is a leader in key segments of health care through its foundational businesses and is creating new sources of value by expanding into next generation care delivery and health services, with a goal of improving satisfaction levels for both providers and consumers. The Company believes its integrated health care model increases access to quality care, delivers better health outcomes and lowers overall health care costs.

In August 2023, the Company announced the launch of CordavisTM, a wholly owned subsidiary that will work directly with pharmaceutical manufacturers to commercialize and/or co-produce high quality biosimilar products. Through Cordavis, the Company will help to ensure the consistent long-term supply of FDA approved, affordable biosimilars for the U.S. pharmaceutical market.

In connection with its new operating model adopted in the first quarter of 2023, the Company realigned the composition of its segments to reflect how its Chief Operating Decision Maker (the “CODM”) reviews information and manages the business. As a result of this realignment, the Company formed a new Health Services segment, which in addition to providing a full range of pharmacy benefit management (“PBM”) solutions, also delivers health care services in the Company’s medical clinics, virtually, and in the home, as well as provider enablement solutions. In addition, the Company created a new Pharmacy & Consumer Wellness segment, which includes its retail and long-term care pharmacy operations and related pharmacy services, as well as its retail front store operations. This segment will also provide pharmacy fulfillment services to support the Health Services segment’s specialty and mail order pharmacy offerings. Prior period segment financial information has been recast to conform with the current period presentation.

Following the segment realignment described above, the Company’s four reportable segments are as follows: Health Care Benefits, Health Services, Pharmacy & Consumer Wellness and Corporate/Other, which are described below.

Health Care Benefits Segment

The Health Care Benefits segment operates as one of the nation’s leading diversified health care benefits providers. The Health Care Benefits segment has the information and resources to help members, in consultation with their health care professionals, make more informed decisions about their health care. The Health Care Benefits segment offers a broad range of traditional, voluntary and consumer-directed health insurance products and related services, including medical, pharmacy, dental and behavioral health plans, medical management capabilities, Medicare Advantage and Medicare Supplement plans, PDPs and Medicaid health care management services. The Health Care Benefits segment’s customers include employer groups, individuals, college students, part-time and hourly workers, health plans, health care providers (“providers”), governmental units, government-sponsored plans, labor groups and expatriates. The Company refers to insurance products (where it assumes all or a majority of the risk for medical and dental care costs) as “Insured” and administrative services contract products (where the plan sponsor assumes all or a majority of the risk for medical and dental care costs) as “ASC.” In addition, effective January 2022, the Company entered the individual public health insurance exchanges (“Public Exchanges”) in eight states through which it sells Insured plans directly to individual consumers. The Company entered Public Exchanges in four additional states effective January 2023 and will enter an additional five states effective January 2024.

Health Services Segment

The Health Services segment provides a full range of PBM solutions, delivers health care services in its medical clinics, virtually, and in the home, and offers provider enablement solutions. PBM solutions include plan design offerings and administration, formulary management, retail pharmacy network management services, and specialty and mail order pharmacy services. In addition, the Company provides clinical services, disease management services, medical spend management and pharmacy and/or other administrative services for providers and federal 340B drug pricing program covered entities (“Covered Entities”). The Company operates a group purchasing organization that negotiates pricing for the purchase of pharmaceuticals and rebates with pharmaceutical manufacturers on behalf of its participants and provides various administrative, management and reporting services to pharmaceutical manufacturers. The Health Services segment’s clients are primarily employers,

insurance companies, unions, government employee groups, health plans, PDPs, Medicaid managed care plans, the U.S. Centers for Medicare & Medicaid Services (“CMS”), plans offered on Public Exchanges and private health insurance exchanges, other sponsors of health benefit plans throughout the United States and Covered Entities.

Pharmacy & Consumer Wellness Segment

The Pharmacy &

CVS HEALTH Corp [CVS] Filings
10-Q	[2023-11-01]
10-Q	[2023-08-02]
10-Q	[2023-05-03]
10-K	[2023-02-08]
10-Q	[2022-11-02]
10-Q	[2022-08-03]
10-Q	[2022-05-04]
10-K	[2022-02-09]
10-Q	[2021-11-03]
10-Q	[2021-08-04]
10-Q	[2021-05-04]
10-K	[2021-02-16]
10-Q	[2020-11-06]
10-Q	[2020-08-05]
10-Q	[2020-05-06]
10-K	[2020-02-18]
10-Q	[2019-11-06]
10-Q	[2019-08-07]
10-Q	[2019-05-01]
10-K	[2019-02-28]
10-Q	[2018-11-06]
10-Q	[2018-08-08]
10-Q	[2018-05-02]
10-K	[2018-02-14]
10-Q	[2017-11-06]
10-Q	[2017-08-08]
10-Q	[2017-05-02]
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