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Redefining
whats 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
    ... and personalized care, CVS Caremark is helping patients on their path to better health. Among our industry-leading 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...

  • Page 6
    4 CVS Caremark

  • Page 7
    ...that want to create preferred or narrow pharmacy networks. CVS Caremark was also the first PBM to roll out a formulary exclusion process that removed select branded drugs in favor of more cost-effective alternatives. This program is expected to save our clients approximately $1 billion in 2014, and...

  • Page 8
    6 CVS Caremark

  • Page 9
    ... health care costs for our PBM clients. Specialty Connect fills a similar unmet need for greater convenience and access to specialty medications. Patients can choose to pick up their specialty medications at their local CVS/pharmacy or have them mailed to their homes from our specialty mail order...

  • Page 10
    8 CVS Caremark

  • Page 11
    ... Caremark.com. Among them, plan members can easily refill prescriptions and check for potential drug interactions. In 2014, we will focus on enhancing the specialty pharmacy digital experience. We'll also begin to deliver on our vision of allowing customers to manage all their retail and mail order...

  • Page 12
    10 CVS Caremark

  • Page 13
    ... of our plan members can now visit their local MinuteClinic 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...

  • Page 14
    12 CVS Caremark

  • Page 15
    ... us well for the new health care paradigm, which includes the growth of accountable care organizations and patient-centered medical homes. "With our focus on moving patients to generic alternatives, improving adherence, and closing gaps in care, we are going to play an important role in the changing...

  • 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
    ... care value equation. As a pharmacy innovation company, CVS Caremark has the unique combination of ability and agility needed to capitalize on these changing market dynamics. Our PBM business serves more than 63 million plan members and has strong positions in the rapidly growing Medicare, Medicaid...

  • Page 18
    ..., and that we have once again started enrolling new members into our SilverScript prescription drug plans (PDPs) as they age into the Medicare program. Although price is still a very important part of their decision process, clients are telling us that we're also being selected because of the unique...

  • Page 19
    ... $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 $40 billion market 22% share Specialty Pharmacy $100 billion market* 21...

  • Page 20
    ...profit growth in 2013 $4.4 billion free cash ï¬,ow* in 2013 $4.0 billion share repurchases in 2013 18 $4.00 adjusted EPS†from continuing operations 22.7% growth in 2013 CVS Caremark - $0.90 annual dividend 38% growth in 2013 Focused on enhancing shareholder value Driving productive long...

  • Page 21
    ...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 believe that we are well-positioned...

  • Page 22
    ... health care systems to ensure that patients receive high-quality, cost-effective care at the appropriate site of service. MinuteClinic is becoming an integral part of the services these organizations offer as they develop accountable care organizations, patient-centered medical homes, and other new...

  • Page 23
    ...plan partners and our CVS Caremark SilverScript PDP. Looking at public exchanges, our PBM covers 70 percent of the eligible exchange population through our health plan customer relationships. Access to the exchange population rises further if you factor in states where we have CVS/pharmacy preferred...

  • Page 24
    ... every day have access to quality health care. Our charitable giving programs reï¬,ect this commitment. Through our company and our foundation, the CVS Caremark Charitable Trust, we support organizations that are providing greater access to health care, wellness, and prevention programs - especially...

  • 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
    ...Services business provides a full range of PBM services, including mail order and specialty pharmacy and infusion services, plan design and administration, formulary management, discounted drug purchase arrangements, Medicare Part D services, retail pharmacy network management services, prescription...

  • Page 27
    ... primarily by contracting with clients to provide 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...

  • Page 28
    ...Retail Pharmacy Segment increased 6.8% compared to 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...

  • Page 29
    ..., gross profit for 2013, 2012 and 2011 has been negatively impacted by the efforts of managed care organizations, pharmacy benefit managers and governmental and other third-party payors to reduce their prescription drug costs. • In addition, for the three years 2011 through 2013, our gross pro...

  • Page 30
    ...) in 2012 and $3.5 billion (or $2.57 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...

  • Page 31
    ... both the Pharmacy Services and Retail Pharmacy segments record the revenue, gross profit and operating profit on a standalone basis. Beginning in the fourth quarter of 2011, the Maintenance Choice eliminations reï¬,ect all discounts available for the purchase of mail order prescription drugs. The...

  • Page 32
    ...fined as claims filled at retail pharmacies, including our retail drugstores, but excluding Maintenance Choice activity. Medicare Part D Update - The Company participates in the Medicare Part D program by (1) providing Medicare Part D-related PBM services to our health plan and other clients that...

  • Page 33
    ... to a significant number of 2012 new client starts, as well as increased claims associated with the continued adoption of our Maintenance Choice offerings. • During 2013 and 2012, our average revenue per mail choice claim increased by 6.5% and 6.0%, compared to 2012 and 2011, respectively. This...

  • Page 34
    ..., either directly through our mail service and specialty retail pharmacies or indirectly through our pharmacy network, (ii) shipping and handling costs and (iii) the operating costs of our mail service dispensing pharmacies, customer service operations and related information technology support...

  • Page 35
    ... to costs associated with the remediation of Medicare Part D sanctions and coverage determination issues discussed previously. The increase was partially 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...

  • Page 36
    ...lack of significant new brand name drug introductions, higher consumer co-payments and co-insurance arrangements and an increase in the number of over-the-counter remedies that were historically only available by prescription. • As of December 31, 2013, we operated 7,660 retail stores compared to...

  • Page 37
    ... may be made regarding the reimbursement of drug payments by Medicaid and Medicare could 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...

  • Page 38
    ... management, and the timing of payments. Net cash used in investing activities was $1.8 billion in 2013 and 2012. This compares to approximately $2.4 billion in 2011. The decrease in 2012 was primarily due to the $1.3 billion acquisition of the Medicare prescription drug business of Universal...

  • Page 39
    ...the prior year. Share repurchase programs - 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 a share...

  • Page 40
    ...proceeds of approximately $4.0 billion, net of discounts and underwriting 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...

  • Page 41
    ..., our capital structure and financial policies as well as our consolidated balance sheet, our historical acquisition activity and other financial information. Although we currently believe our long-term debt ratings will remain investment grade, we cannot guarantee the future actions of Moody...

  • Page 42
    ...per share. In December 2011, our Board of Directors authorized a 30% increase in our quarterly common stock dividend to $0.1625 per share. This increase equated to an annual dividend rate of $0.65 per share. Off-Balance Sheet Arrangements 40 In connection with executing operating leases, we provide...

  • 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
    ... and coverage levels, communicating the prescription price and the co-payments due to the third party retail pharmacy, identifying possible adverse drug interactions for the pharmacist to address with the physician prior to dispensing, suggesting clinically appropriate generic alternatives where...

  • Page 45
    ... change. Customer returns are not material. Revenue generated from the performance of services in our health care clinics is recognized at the time the services are performed. Sales taxes are not included in revenue. 43 Vendor Allowances and Purchase Discounts 2013 Annual Report Pharmacy Services...

  • Page 46
    ...mail service and specialty pharmacies in the Pharmacy Services Segment were acquired in the Company's 2007 acquisition of Caremark Rx, Inc. The Company recorded the cumulative effect of these changes in accounting principle as of January 1, 2012. The Company determined that retrospective application...

  • Page 47
    ... estimates can be affected by a number of factors including, but not limited to, general economic conditions, availability of market information as well as the profitability of the Company. Goodwill is tested for impairment on a reporting unit basis using a two-step process. The first step of the...

  • Page 48
    ...of 2013, we performed our required annual impairment tests of goodwill and indefinitely-lived trademarks. The results of the impairment tests concluded that there was no impairment of goodwill or trademarks. The goodwill impairment test resulted in the fair value of our Pharmacy Services and Retail...

  • Page 49
    ...conducted semiannually to determine if our self-insurance liability is adequate for our health and medical liability. Our total self-insurance liability covered by this critical accounting policy was $612 million as of December 31, 2013. Although we believe we have sufficient current and historical...

  • Page 50
    ... loss rates; store development; relocations and new market entries; retail pharmacy business, sales trends and operations; PBM business, sales trends and operations; the Company's ability to attract or retain customers and clients; Medicare Part D competitive bidding, enrollment and operations; new...

  • Page 51
    ... CVS Caremark's participation in Medicare, Medicaid and other federal and state government-funded programs, including sanctions and remedial actions that may be imposed by CMS on its Medicare Part D business. • Risks and uncertainties related to the timing and scope of reimbursement from Medicare...

  • Page 52
    ... with new and existing federal, state and local laws and regulations relating to health care, accounting standards, corporate securities, tax, environmental and other laws and regulations affecting our business. • Risks related to litigation, government investigations and other legal proceedings...

  • Page 53
    ...policies and procedures and a written Code of Conduct adopted by our Company's Board of Directors, applicable to all employees of our Company. In addition, we have an internal Disclosure Committee, comprised of management from each functional area within the Company, which performs a separate review...

  • Page 54
    ..., in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of CVS Caremark Corporation as of December 31, 2013 and 2012, and the related consolidated statements of income, comprehensive income, shareholders' equity and cash...

  • Page 55
    ... operations attributable to CVS Caremark Loss from discontinued operations attributable to CVS Caremark Net income attributable to CVS Caremark Weighted average common shares outstanding Dividends declared per common share See accompanying notes to consolidated financial statements. $ 126,761 102...

  • Page 56
    ...DE C E M B E R 3 1 , In millions 2013 2012 $ 3,862 - 3 (12) (9) 3,853 2 $ 3,855 $ $ 2011 3,458 - (9) (20) (29) 3,429 4 3,433 Net income Other comprehensive income (loss): Foreign currency translation adjustments, net of tax Net cash ï¬,ow hedges, net of tax Pension and other postretirement bene...

  • Page 57
    ... 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 value $0.01: 0.1 shares...

  • Page 58
    ...receipts from customers Cash paid for inventory and prescriptions dispensed by retail network pharmacies Cash paid to other suppliers and employees Interest received Interest paid Income taxes paid Net cash provided by operating activities Cash ï¬,ows from investing activities: Purchases of property...

  • 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
    ... the Federal Government's Medicare Part D program. The PSS generates net revenues primarily by contracting with clients to provide prescription drugs to plan members. Prescription drugs are dispensed by the mail order pharmacies, specialty pharmacies and national network of retail pharmacies. Net...

  • Page 61
    ... - The Corporate Segment provides management and administrative services to support the Company. The Corporate Segment consists of certain aspects of the Company's executive management, corporate relations, legal, compliance, human resources, corporate information technology and finance departments...

  • Page 62
    ... in 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...

  • 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
    ... due to clients is included in "Claims and discounts payable" in the accompanying consolidated balance sheets. Medicare Part D - The PSS, through its SilverScript Insurance Company subsidiary, participates in the Federal Government's Medicare Part D program as a Prescription Drug Plan ("PDP"). Net...

  • Page 66
    ...from manufacturers or distributors and shipped to members in clients' benefit plans from the PSS' mail service dispensing pharmacies, net of any volume-related or other discounts (see "Vendor allowances and purchase discounts" below) and (ii) the cost of prescription drugs sold (including Retail Co...

  • Page 67
    ... health and medical liabilities. The Company's self-insurance accruals, which 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...

  • 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
    ... changed its methods of accounting for prescription drug inventories in the RPS. Prior to 2012, the Company valued prescription drug inventories at the lower of cost or market on a first-in, first-out ("FIFO") basis in retail pharmacies using the retail inventory method and in distribution centers...

  • Page 70
    ... the cumulative effect of these changes in accounting principle as of January 1, 2012. The Company determined that retrospective application for periods prior to 2012 is impracticable, as the period-specific information necessary to value prescription drug inventories in the Retail Pharmacy Segment...

  • Page 71
    ...carrying amount of the goodwill exceeds the implied fair value, an impairment loss is recognized in an amount equal to the excess. During the third quarter of 2013, the Company performed its required annual goodwill impairment tests. The Company concluded there were no goodwill impairments as of the...

  • Page 72
    ... Financial 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...

  • Page 73
    ... under the 2013 and 2012 Repurchase 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...

  • Page 74
    ... due 2043 Enhanced Capital Advantage Preferred Securities due 2062 (1) Deferred acquisition payables due 2015-2017 (2) Mortgage notes payable Capital lease obligations $ - 550 550 750 421 1,310 1,250 394 450 550 1,250 1,250 1,000 1,500 950 750 41 42 4 390 13,402 72 CVS Caremark Less: Short-term...

  • Page 75
    ... of approximately $1.24 billion, net of discounts and underwriting fees. The 2012 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...

  • 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
    .... The plans provide postretirement health care and life insurance benefits to certain employees who meet eligibility requirements. Total Company contributions to multiemployer health and welfare plans were $55 million, $50 million and $47 million in 2013, 2012 and 2011, respectively. Pension Plans...

  • Page 79
    ... 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 includes the 2007 Employee Stock Purchase Plan (the "2007 ESPP") totaled $100 million...

  • Page 80
    ... and 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...

  • Page 81
    ...requisite service period. The following 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...

  • Page 82
    ...ficant components of the Company's deferred tax 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...

  • Page 83
    .... The Internal Revenue Service ("IRS") is currently examining the Company's 2012 and 2013 consolidated U.S. federal income tax returns under its Compliance Assurance Process ("CAP") program. The CAP program is a voluntary program under which participating taxpayers work collaboratively with the IRS...

  • Page 84
    ... our clients to the applicable government agencies) on one of Caremark's adjudication platforms violated applicable federal or state false claims acts and fraud statutes. The United States and the States of Texas, Tennessee, Florida, Arkansas, Louisiana and California intervened in the lawsuit, but...

  • Page 85
    ... lawsuits have been filed alleging that Caremark has violated applicable antitrust laws in establishing and maintaining retail pharmacy networks for client health plans. In August 2003, Bellevue Drug Co., Robert Schreiber, Inc. d/b/a Burns Pharmacy and Rehn-Huerbinger Drug Co. d/b/a Parkway Drugs...

  • Page 86
    ... from the OIG requesting information about programs under which the Company has offered customers remuneration conditioned upon the transfer of prescriptions for drugs or medications to the Company's pharmacies in the form of gift cards, cash, non-prescription merchandise or discounts or coupons for...

  • Page 87
    ...motion to dismiss. In December 2012, the court denied Caremark's motion to dismiss the amended complaint. • In January 2012, the Company received a subpoena from the OIG requesting information about its Health Savings Pass program, a prescription drug discount program for uninsured or underinsured...

  • Page 88
    ... both the Pharmacy Services and Retail Pharmacy segments record the revenue, gross profit and operating profit on a standalone basis. Beginning in the fourth quarter of 2011, the Maintenance Choice eliminations reï¬,ect all discounts available for the purchase of mail order prescription drugs. The...

  • Page 89
    ... acquired Coram LLC ("Coram"), the specialty infusion services and enteral nutrition business unit of Apria Healthcare Group Inc. for approximately $2.1 billion. Coram is one of the nation's largest providers of comprehensive infusion services, caring for approximately 165,000 patients annually...

  • 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
    ... in Generation Health, 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...

  • Page 93
    ... statements, the Company has elected changes in its methods 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...

  • Page 94
    ... 55 health care companies. Relative Total Returns Since 2008 - Annual December 31, 2008 to December 31, 2013 $300 $275 $250 92 $225 $200 $175 $150 CVS Caremark $125 $100 $75 $50 $25 $0 2008 CVS Caremark Corporation S&P 500 2009 2010 2011 2012 2013 S&P 500 Food & Staples Retail Group Index...

  • Page 95
    ...directed to: Wells Fargo Shareowner Services P.O. Box 64874 St. Paul, MN 55164-0874 Toll-free: (877) CVS-PLAN (287-7526) International: +1 (651) 450-4064 Email: [email protected] Website: www.shareowneronline.com Financial and Other Company Information The Company's Annual Report on Form...

  • 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...