西维斯健康 2024年度报告

Securities registered pursuant to Section 12(b) of the Act: 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 ofthe Securities Act.☐Yes☐No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 orSection 15(d) of the Act.☐Yes☐No Indicate by check mark whether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or forsuch shorter period that the registrant was required to file such reports), and (2) has been subjectto such filing requirements for the past 90 days.☐Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive DataFile 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 tosubmit such files).☐Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See thedefinitions 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 extendedtransition period for complying with any new or revised financial accounting standards provided pursuant toSection 13(a) of the Exchange Act.☐ assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements☐ Indicate by check mark whether any of those error corrections are restatements that required a recoveryanalysis of incentive-based compensation received by any of the registrant's executive officers during therelevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of theAct).☐Yes☐No The aggregate market value of the registrant’s common stock held by non-affiliates was approximately$74,072,103,405 as of June 30, 2024, based on the closing price of the common stock on the New York StockExchange. For purposes of this calculation, only executive officers and directors are deemed to be affiliates of theregistrant.As of February 5, 2025, the registrant had 1,260,795,063 shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE The following materials are incorporated by reference into this Form 10-K: Information contained in the definitive proxy statement for CVS Health Corporation’s 2025 Annual Meeting ofStockholders, to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscalyear ended December 31, 2024 (the “Proxy Statement”), is incorporated by reference in Parts III and IV to theextent described therein. TABLE OF CONTENTS Page Part I Item 1:Business2Item 1A:Risk Factors35Item 1B:Unresolved Staff Comments63Item 1C:Cybersecurity63Item 2:Properties64Item 3:Legal Proceedings65Item 4:Mine Safety Disclosures65Information about our Executive Officers66 Part II Item 5:Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities67Item 6:Reserved69Item 7:Management’s Discussion and Analysis of Financial Condition and Results ofOperations70Item 7A:Quantitative and Qualitative Disclosures About Market Risk100Item 8:Financial Statements and Supplementary Data103Item 9:Changes in and Disagreements With Accountants on Accounting and FinancialDisclosure192 Item 9A:Controls and Procedures192Item 9B:Other Information192Item 9C:Disclosure Regarding Foreign Jurisdictions that Prevent Inspections193 Part III Item 10:Directors, Executive Officers and Corporate Governance193Item 11:Executive Compensation193Item 12:Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters193Item 13:Certain Relationships and Related Transactions, and Director Independence194Item 14:Principal Accountant Fees and Services194 Part IV Item 15:Exhibits and Financial Statement Schedules195Item 16:Form 10-K Summary200Signatures201 Unless the context otherwise requires, references to the terms “we,” “our” or “us” used throughout thisAnnual Report on Form 10-K (this “10-K”) refer to CVS Health Corporation (a Delaware corporation),t