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10-K 1 cvs-2018231x10k.htm FORM 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
þ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2018
OR
o 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 (State or other jurisdiction of incorporation or organization) | 05-0494040 (I.R.S. Employer Identification No.) | ||||||||
| One CVS Drive, Woonsocket, Rhode Island (Address of principal executive offices) | 02895 (Zip Code) | ||||||||
| (401) 765-1500 | |||||||||
| (Registrant’s telephone number, including area code) | |||||||||
| Securities registered pursuant to Section 12(b) of the Act: | |||||||||
| Common Stock, par value $0.01 per share Title of each class | New York Stock Exchange Name of each exchange on which registered | ||||||||
| 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. | þ Yes o 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. | o Yes þ 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. | þ Yes o 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). | þ Yes o No | ||||||||
| Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. | o | ||||||||
| 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 þ | Accelerated filer o | ||||||||
| Non-accelerated filer o | Smaller reporting company o | ||||||||
| Emerging growth company o | |||||||||
| 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. o | |||||||||
| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). | o Yes þ No |
The aggregate market value of the registrant’s common stock held by non-affiliates was approximately $65,262,991,789 as of June 30, 2018, based on the closing price of the common stock on the New York Stock Exchange. For purposes of this calculation, only executive officers and directors are deemed to be the affiliates of the registrant.
As of February 19, 2019, the registrant had 1,297,082,165 shares of common stock issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The following materials are incorporated by reference into this Form 10-K:
Portions of the Annual Report to Stockholders for the fiscal year ended December 31, 2018 (the “Annual Report”) are incorporated by reference in response to Items 1, 1A, 2 and 3 of Part I and Items 5, 6, 7, 7A, 8 and 9A of Part II, in each case to the extent described therein.
Information contained in the definitive proxy statement for CVS Health Corporation’s 2019 Annual Meeting of Stockholders, to be filed on or about April 5, 2019 (the “Proxy Statement”), is incorporated by reference in response to Items 10 through 14 of Part III to the extent described therein.
TABLE OF CONTENTS
PART I