CVS Health

CVS Health

Formerly called	Melville Corporation (1922-1996) CVS Corporation (1996-2007) CVS Caremark Corporation (2007-2014)
Type	Public
Traded as	NYSE: CVS
Industry	Health Care
Predecessor	Melville Corporation
Founded	As Melville Corporation: Rye, New York, United States (1922 (1922)) As CVS Caremark: Woonsocket, Rhode Island, United States (March 22, 2007 (2007-03-22))
Headquarters	Woonsocket, Rhode Island, United States
Area served	United States
Key people	David W. Dorman (Non-Executive Chairman) Larry Merlo (President and CEO)
Revenue	US$ 126.761 billion (2013)[1] US$ 123.12 billion (2012)[1]
Operating income	US$ 8.037 billion (2013)[1] US$ 7.21 billion (2012)[1]
Net income	US$ 4.592 billion (2013)[1] US$ 3.864 billion (2012)[1]
Total assets	US$ 71.526 billion (2013)[2] US$ 66.221 billion (2012)[1]
Total equity	US$ 37.938 billion (2013)[2] US$ 37.653 billion (2012)[1]
Number of employees	208,000[3] (2013)
Subsidiaries	CVS/pharmacy Caremark Rx
Slogan	Health is everything
Website	cvshealth.com

CVS Health (formerly CVS Caremark Corporation^[4]) is an American retailer and health care company. CVS Health operates over 7,700 CVS Pharmacy and Longs Drugs stores;^[5] a pharmacy benefit manager, mail order and specialty pharmacies, a retail-based health clinic subsidiary, MinuteClinic; and an online pharmacy, CVS.com. CVS Health is chartered in Delaware, and is headquartered in Woonsocket, Rhode Island, where its four business units are also headquartered. As of 2014, it ranked 35th in the Fortune Global 500 list of the world's largest companies, and 12th in the United States-only Fortune 500.^[6][7]

Background

CVS Health has four operating segments: CVS/pharmacy, CVS/caremark, CVS/specialty and CVS/minuteclinic which operates within CVS Pharmacy stores.

Strategic Business Units

• CVS/pharmacy is one of the nation's largest retail pharmacy chains, with 7,700 stores located in 42 states, the District of Columbia, and Puerto Rico.^[8] With more than 40 years in the retail pharmacy industry, CVS/pharmacy generates over 68% of its revenue from the pharmacy business. CVS/pharmacy fills more than one of every seven retail prescriptions in America and one of every five in their own markets. Their ExtraCare program boasts over 70 million cardholders, making it the largest retail loyalty program in the country.
• CVS/minuteclinic operates inside CVS/pharmacy locations around the United States. It is the nation's largest walk-in medical clinic, with over 900 locations in 29 states and the District of Columbia as of mid-2014.^[9]
• CVS/caremark, one of the nation's leading pharmacy benefit management (PBM) companies, provides comprehensive prescription benefit management services to over 2,000 health plans, including corporations, managed care organizations, insurance companies, unions and government entities. It had over 65 million plan members as of mid-2014. With net revenue of approximately $76 billion in 2013, they are also one of the largest PBMs. Caremark operates a national retail pharmacy network with over 68,000 participating pharmacies, as well as 11 mail service pharmacies. Its call centers have been recognized for customer satisfaction excellence by J.D. Power & Associates (J.D. Power & Associates is also a client of Caremark). Caremark operates over 25 retail specialty pharmacies, and its specialty pharmacies have been accredited by the Joint Commission. Its disease management programs through Accordant(R) have also been accredited by the National Committee for Quality Assurance.
• CVS/specialty is the specialty pharmacy division that provides an array of specialty pharmacy services for patients who require treatment for rare, incurable or complex conditions.

Name

CVS began as Melville Corporation,^[10][11] formerly based in Rye, New York.

CVS

The CVS name once stood for Consumer Value Stores; though Thomas Ryan, CVS Health's former CEO, has said he now considers it to stand for "Convenience, Value and Service".^[12]

Caremark

Caremark was established by James M. Sweeney in 1979, as Home Health Care of America (HHCA), incorporated in Delaware, with corporate headquarters in Irvine, California. The first office was opened in Beachwood, Ohio, with four employees, in conjunction with Ezra Steiger, of the Cleveland Clinic Foundation. Steiger's Hyperalimentation Team worked closely to provide supplies at home for their parenteral therapy patients. Satellite offices were subsequently opened in Atlanta, Philadelphia, Houston, Chicago, and Irvine. HHCA changed its name to Caremark in 1985. In 1987, Caremark was acquired by Baxter International. In 1992, Baxter spun off Caremark as a public company. In 1996, Caremark merged with Birmingham, Alabama, based MedPartners/Mullikin, Inc., with the combined company being called MedPartners, Inc. In 1998, MedPartners changed its name to Caremark Rx.^[13]

Health Care Rebranding: CVS Health

On September 3, 2014, it was announced that CVS as of midnight on Tuesday Sept 2, 2014 will no longer sell tobacco at all of its 7,700 locations nationwide, which is a month earlier than previously planned. The company also announced that it would change its corporate name to CVS Health, in order to reflect "its broader health care commitment", and also a desire to change the future health of Americans, although all retail stores will continue to be called "CVS/Pharmacy".^[14][15][16]

Acquisitions and growth

• The first CVS store, selling health and beauty products, was founded in Lowell, Mass. by brothers Stanley and Sidney Goldstein and Scandinavian American Ralph Hoagland in 1963.
• In 1964, CVS had 17 stores that sold primarily health and beauty products.^[17]
• In 1967, CVS began operation of its first stores with pharmacy departments, opening locations in Warwick and Cumberland, R.I.
• In 1969, CVS was sold to Melville Corporation.
• By 1970, CVS operated 100 stores in New England and the Northeast.
• In 1972, CVS nearly doubled in size with its acquisition of 84 Clinton Drug and Discount Stores. The purchase introduced CVS to the Midwest with stores in Indiana.
• In 1977, CVS acquired the 36-store New Jersey–based Mack Drug chain.
• In 1980, CVS became the 15th largest pharmacy chain in the U.S. with 408 stores and $414 million in sales.
• In 1988, CVS celebrated its 25th anniversary, finishing the year with nearly 750 stores and sales of about $1.6 billion.

Since 1990, CVS has been rapidly growing in order to become a national drug store chain.

• In 1990, CVS acquired 500-store Peoples Drug, which established the company in new mid-Atlantic markets including Washington, D.C., Pennsylvania, Maryland and Virginia. Peoples Drug stores were converted into CVS stores in May 1994.
• In 1994, CVS launched PharmaCare, a pharmacy benefit management (PBM) company providing a wide range of services to employers, managed care organizations, insurance companies, unions and government agencies.^[18]
• At the beginning of 1996, CVS was a division of Melville Corporation. During that year, Melville Corporation divested their other retail companies such as Linens 'N Things, KB Toys, Foot Action, and Marshalls. Following the divestment, Melville changed their name to CVS Corporation and traded on the New York Stock Exchange with the symbol "CVS".^[11]
• During 1997, when it had about 1,400 stores, CVS doubled its size by purchasing the much larger Revco drug stores, which had nearly 2,600 stores in 17 Midwestern, Southeastern and Eastern states.^[19] Revco brought CVS into the Ohio Valley and Southeastern U.S.; previously CVS' footprint had not been south of Virginia CVS could afford such a large purchase because of its recent Melville divesture.
• Also in 1997, CVS ProCare was established as a specialty pharmacy subsidiary of CVS.
• In 1998, CVS acquired 207 stores from Arbor Drugs,^[20] bringing its store total to 4,100 across 24 states. The transaction gave CVS its first stores in Michigan and the instant lead in the highly competitive Detroit market.
• In 1999, CVS acquired Soma.com, the first online pharmacy, and renamed it CVS.com to become the first fully integrated online and brick-and-mortar pharmacy offering to consumers.
• In 2000 CVS acquired Stadtlander pharmacy from Bergen Brunswig Corporation for $124 million in cash plus the assumption of certain liabilities.^[21] This made CVS ProCare the largest specialty pharmacy in the U.S. at the time. The transaction also included a distribution agreement that called for Bergen Brunswig to provide ProCare with $2.5 billion of pharmaceuticals over the next five years.
• CVS has also been expanding its store base through new store openings. CVS entered the Chicago market in 2001, which at the time was dominated by Walgreens. In 2004, it has entered the California market, which was dominated by Longs Drugs, Rite Aid, and Walgreens. It opened stores in Las Vegas, Nevada, Houston, Texas, and Dallas, Texas, right before its purchase of Eckerd. CVS has also begun to open stores in Arizona.
• In 2004, CVS purchased 1,268 Eckerd drug stores and Eckerd Health Services, Eckerd’s PBM/Mail-order pharmacy business, from JCPenney.^[22] Most of the former Eckerd stores that CVS purchased (and converted into CVS stores) were in Florida and Texas. Since JCPenney credit cards were accepted at Eckerd drugs stores, they have been continued to be used at CVS.
• Also in 2004, CVS ProCare became part of PharmaCare. All ProCare stores were re-branded as PharmaCare stores.
• On January 23, 2006, CVS announced that it had agreed to acquire the freestanding drug store operations of supermarket chain Albertsons.^[23] The deal included the acquisition of 700 drug stores trading under the Osco Drug and Sav-On Drugs banners, mostly in the Midwest and Southwestern United States with primary concentration of stores in Southern California and Northern Illinois; and was formally completed on June 2, 2006.^[24] Transition of Sav-On and Osco stores to the CVS brand began shortly thereafter, and was completed by December 2006. CVS now dominates the Southern California market. Also included were Albertsons Health'n'Home (now CVS Home Health) durable medical equipment (DME) stores. Approximately 28 CVS Home Health locations are present in Arizona, California and the Kansas City area, representing CVS' first venture into the specialized DME market.

CVS had previously operated stores in southern California and completely withdrew from the market in 1993. CVS sold virtually all the locations to American Drug Stores, the drug store division of American Stores Company. American Stores operated its drug stores in southern California as Sav-on Drugs. Ironically, many of the stores in Southern California that CVS acquired were stores that CVS had formerly owned. At the time CVS bought the stores back, Sav-on operated them as Sav-on Express stores. The Express name was used by Sav-on to help customers identify those stores that did not carry all lines of merchandise as compared to the larger traditional Sav-on Drugs location, hence the name Sav-on Express. As a result of the acquisition, the chain now operates over 6,200 stores in 43 states and the District of Columbia.^[25]

• On July 13, 2006, CVS announced that it had entered into a definitive agreement to acquire Minneapolis-based MinuteClinic, the pioneer and largest provider of retail-based health clinics in the U.S. MinuteClinic operates as a wholly owned subsidiary of CVS Corporation. MinuteClinic health care centers are staffed by board-certified nurse practitioners and physician assistants who are trained to diagnose, treat and provide prescriptions (when clinically appropriate) for common family illnesses such as strep throat and ear, eye, sinus, bladder and bronchial infections. MinuteClinic also offers common vaccinations, such as flu shots, tetanus, and Hepatitis A & B. The clinics are also supported by physicians who collaborate with the nurse practitioners to assure the highest quality of care. CVS plans to have 400 MinuteClinics by the end of 2007, most of which within CVS/pharmacy locations, and are targeting a total of about 2,500.^[26]
• During Fall 2006, Caremark Rx, a pharmacy benefits management [PBM] company, was facing fierce acquisition from Express Scripts, an opposing PBM. CVS/Pharmacy entered into the sale, offering a cash/stock mix, board seats, and a merge with CVS's existing Pharmacare PBM. Though touted as a merger, CVS acquired Caremark Rx on March 22, 2007 renaming the company CVS Caremark Corp. and the corporate headquarters remained in Woonsocket, RI.^[27] The pharmacy services business, including the combined pharmacy benefits management (PBM), specialty pharmacy, and disease management businesses, is headquartered in Nashville, TN. Tom Ryan, the Chairman & CEO of CVS remained president and CEO of CVS Caremark Corporation, while Caremark's Edwin Crawford became the Chairman of the Board.^[27] On November 7, 2007 Edwin Crawford quit his position, and Tom Ryan was again named Chairman of the Board.^[28]
• On August 12, 2008 CVS announced that they would acquire Longs Drugs Stores Corp., in a $2.9 billion deal.^[29] Longs operates 521 stores in the Western United States, 41 of these stores in Hawaii alone, with a heavy concentration in California. This will strengthen the 2006 acquisition by CVS of Sav-On Drugs, also primarily in California and now operating under the CVS brand. CVS will also enter the Hawaiian market which it did not previously operate, and retain the well-established Longs name there. This deal is estimated to bring over $100 million a year in cost savings to the combined company. It closed October 30, 2008.
• On November 3, 2008 CVS opens their first Beauty 360 store in Washington, DC. Beauty 360 features a wide range of prestige and niche beauty brands from the skincare, cosmetics, men's grooming and fragrance categories. Staffed with trained and licensed professionals, they offer brand-specific services including mini-manicures, express facials, hand massages and make-up application. CVS expects to open about 50 Beauty 360 stores by the end of 2009, with the majority of the stores being located adjacent to existing CVS/pharmacy locations. All of which have now closed so that they could focus on their core beauty sales.^[30]
• On July 14, 2014, CVS announced its agreement to acquire Miami-based Navarro Discount Pharmacy, the largest Hispanic-owned drugstore chain the United States. Made for an undisclosed sum, the transaction includes Navarro’s 33 retail drugstore locations and Navarro Health Services, a specialty pharmacy serving patients with complex or chronic diseases.^[31]

Community involvement

• The CVS Caremark Charitable Trust was established to provide funding for health care, education and community involvement initiatives in communities where CVS/pharmacy stores are located.^[32]
• Since 1978, CVS Samaritan Vans have provided free roadside assistance to motorists and the community in numerous cities. They are "emergency response vehicles" that patrol select major freeways of Chicago, Charlotte, Cincinnati, Cleveland, Boston, Detroit, Indianapolis, Providence and Washington, D.C. in search of motorists in need. The drivers have a multitude of talents and certifications. They are Nationally Certified Auto Mechanics, State Certified Emergency Medical Technicians (EMTs) or Paramedics, and Nationally Certified Animal Control Officers. They are capable of making numerous on-site auto repairs, administering medical help, calming a tense situation or using their communication equipment to summon the state police or other assistance. Each year, the CVS Samaritan Vans travel about 600,000 miles (970,000 km), checking and assisting nearly 50,000 people, and responding to more than 61,000 roadway incidents.
• Played at the Rhode Island Country Club, the CVS Caremark Charity Classic was established to raise money for the support of non-profit agencies throughout New England. Since 1999, it has raised over $8 million for charity. The event has featured golf legends such as Arnold Palmer, Jack Nicklaus, Hale Irwin, and Gary Player along with today's top stars like David Duval, Chris DiMarco, Davis Love III, & Scott McCarron.^[33]

Private label

CVS has an extensive assortment of various private labels and proprietary brands. In addition to CVS Brand, CVS also carries exclusive store brands under the names of Just the Basics, Essence of Beauty, Gold Emblem, Absolutely Divine, Blade, Earth Essentials, Caliber, and Life Fitness. CVS also holds exclusive contracts to sell proprietary brands such as Nuprin, Christophe, PreVentin-AT, 24/7, Skin Effects, and the European brand Lumene. A new exclusive Playskool line of baby care is also in CVS stores. CVS was also first to sell single-use digital cameras and camcorders from Pure Digital. The acquisition of the SavOn/Osco stores from the Albertson's chain provided CVS with its first opportunity for private label spirits. At a meeting for acquisition trainers, Larry Merlo reported Tom Ryan's enthusiasm, quoting, "I am not signing my name on a bottle of vodka!"^[34]

Controversies

On August 22, 2001, CVS Corp was sued for purchasing Trio Drugs' records which should be kept confidential.^[35]

Elensys

In 1998, the Washington Post reported that CVS Corporation appeared to be sharing prescription drug information with the Woburn, Massachusetts, based marketing company, Elensys. According to the Post, Elensys received information on specific prescription drugs that individual CVS customers had purchased and used this information to send targeted direct mailings urging customers to renew prescriptions and promoting other products in which they might be interested. CVS and Elensys argued that there were no privacy issues because Elensys was acting solely as a contractor to CVS, and because the purpose of the mailings was to educate consumers. CVS claimed that it never shared customers' medical histories with Elensys (despite the Washington Post's indirect evidence that they had). George D. Lundberg, editor of the Journal of the American Medical Association, called the practice "a gross invasion" of privacy. Following a firestorm of criticism and complaints by consumers, CVS discontinued the relationship with Elensys, and moved the practice in-house.

Boston prescriptions

During 2005, a series of prescription mistakes came to light in some of CVS Corporation's Boston-area stores. An investigation confirmed 62 errors or quality problems going back to 2002. In February 2006, the state Board of Pharmacy announced that the non-profit Institute for Safe Medication Practices (ISMP) would monitor all Massachusetts stores for the next two years.^[36]

Health and Medicare fraud

In the late 1980s and early 1990s Caremark RX was involved in a number of health fraud and Medicare fraud scandals.^[37][38] The combined price to settle this dispute with the U.S. Government cost the company over $250,000,000.^[39]

Pharmaceutical kickbacks

In 2005, Caremark Rx paid $137.5 million to settle federal lawsuits filed by whistle-blowers that accused a company it acquired in 2003 of improper dealings with pharmaceutical manufacturers.

The lawsuits said that the acquired company, AdvancePCS, accepted kickbacks from drug makers to promote their products over those of rivals under contracts with government programs including the Federal Employees Health Benefit Program, the Mail Handlers Health Benefit Program and Medicare health maintenance plans.

There was no admission of wrongdoing by Caremark or AdvancePCS.

CVS Caremark Corp. has changed their practices. The formulary revision process considers manufacturer rebates, payments from drug manufacturers for low placement on PBM formularies, along with average wholesale price (AWP), drug availability, and bulk discounts when choosing at which co-pay a brand name drug should be placed.^[40]

Deceptive business practices

In February 2008, CVS settled a large civil lawsuit for deceptive business practices. The Kaiser Family Foundation reported:^[41]

CVS has agreed to a $38.5 million settlement in a multi-state civil deceptive-practices lawsuit against pharmacy benefit manager Caremark filed by 28 attorneys general, the Chicago Tribune reports.^[42] The attorneys general, led by Lisa Madigan (D) of Illinois and Douglas Ganslar (D) of Maryland, allege that Caremark "engaged in deceptive business practices" by informing physicians that patients or health plans could save money if patients were switched to certain brand-name prescription drugs (Miller, Chicago Tribune, 2/14).^[42]

However, the switch often saved patients and health plans only small amounts or increased their costs, while increasing Caremark's profits, Connecticut Attorney General Richard Blumenthal (D) said (Levick, Hartford Courant, 2/15).^[43] Pennsylvania Attorney General Tom Corbett (R) said the PBM^[44] kept discounts and rebates that should have been passed on to employers and patients (Levy, AP/San Francisco Chronicle, 2/14).^[45] In addition, Caremark did not "adequately inform doctors" of the full financial effect of the switch and did not disclose that the switch would increase Caremark's profits, the lawsuit alleges (Chicago Tribune, 2/14).^[42]

...The settlement prohibits CVS from requesting prescription drug switches in certain cases, such as when the cost to the patient would be higher with the new prescription drug; when the original prescription drug's patent will expire within six months; and when patients were switched from a similar prescription drug within the previous two years (Hartford Courant, 2/15).^[43] Patients also have the ability to decline a switch from the prescribed treatment to the prescription offered by the pharmacy under the settlement, Madigan said (Bloomberg News/Philadelphia Inquirer, 2/15).^[45]

Rhode Island Senate corruption case

In 2008, two former CVS executives, John R. "Jack" Kramer and Carlos Ortiz, were charged with 20 counts of mail fraud, bribery and conspiracy in relation to Operation Dollar Bill, a probe of corruption in the Rhode Island General Assembly. Kramer and Ortiz hired former State Senator John Celona, who currently is serving 2½ years on corruption charges involving CVS and other companies, as a media consultant for $12,000 a year. Celona was known for walking out on a pharmacy choice vote in the state senate while on the CVS payroll. Despite originally claiming CVS never bought any favors in his own trial, he testified against Kramer and Ortiz as the prosecution's star witness. On May 31, 2008, Kramer and Ortiz were acquitted on all counts. One juror went on the record as saying “My perception living in Rhode Island all my life is, 'Yeah, this probably did go on', but I didn't see any proof beyond a reasonable doubt that CVS did this.”^[46]

Business practices under investigation

On May 4, 2010, CVS Caremark Corp. announced that its business practices were being investigated by a group of 24 states, along with the District of Columbia and Los Angeles County. At issue is the post-merger relationship between CVS and Caremark. In addition, the company had earlier acknowledged in a filing with the Securities and Exchange Commission (SEC) that it had received a subpoena from the Office of Inspector General of the United States Department of Health and Human Services, requiring the company to provide information regarding the incentives the company provides to customers who transfer their prescriptions to CVS, including gift cards, goods and other incentives.^[47]

FTC charges

On February 18, 2009, CVS Caremark agreed to settle Federal Trade Commission charges that it failed to take reasonable and appropriate security measures to protect the sensitive financial and medical information of its customers and employees, in violation of federal law. In a separate but related agreement, the company’s pharmacy chain also has agreed to pay $2.25 million to resolve Department of Health and Human Services allegations that it violated the Health Insurance Portability and Accountability Act (HIPAA).^[48]

FTC deceptive pricing charges

On January 12, 2012, CVS Caremark paid $5 million to settle Federal Trade Commission charges that it misrepresented the prices of certain Medicare Part D prescription drugs – including drugs used to treat breast cancer symptoms and epilepsy – at CVS and Walgreens pharmacies.^[49]

DEA investigation into Oxycodone diversion

According to the U.S. Justice Department, in 2011 CVS pharmacies in Sanford, Florida, ordered enough painkillers to supply a population eight times its size. Sanford has a population of 53,000 but the supply would support 400,000.^[50] According to the Drug Enforcement Administration, in 2010 a single CVS pharmacy in Sanford ordered 1.8 million Oxycodone pills, an average of 137,994 pills a month. Other pharmacy customers in Florida averaged 5,364 oxycodone pills a month. DEA investigators serving a warrant to a CVS pharmacy in Sanford on October 18, 2011, noted that "approximately every third car that came through the drive-thru lane had prescriptions for oxycodone or hydrocodone". According to the DEA, a pharmacist at that location stated to investigators that "her customers often requested certain brands of oxycodone using street slang", an indicator that the drugs were being diverted and not used for legitimate pain management. In response, CVS in a statement issued February 17 in response to opioid trafficking questions from USA Today said the company is committed to working with the DEA and had taken "significant actions to ensure appropriate dispensing of painkillers in Florida".^[51]

Restatements

On November 15, 1999, CVS announced a restatement of its financial results for 1997 and 1998 following a Securities and Exchange Commission review of acquisition-related charges.^[52]

On February 25, 2005, CVS said it was reducing its previously announced fourth-quarter earnings by $40.5 million, to reflect the way it accounted for leased properties in its results.^[53]

Tobacco product sales discontinued

On February 5, 2014 CVS announced that the company would discontinue the sale of all tobacco and cigarette products from their stores by October 1, 2014. In a statement explaining the change, CVS President & CEO Larry J. Merlo said, "We came to the decision that cigarettes and providing health care just don't go together in the same setting."^[54]

See also

• Rite Aid
• Walgreens
• Express Scripts

References

External links

• CVS/pharmacy e-commerce site
• CVS Health Corporation site
• Caremark home page
• CVS Caremark Careers
• MinuteClinic home page
• CVS Caremark SEC Filings

CVS Health Subsidiaries Arbor Drugs Caremark Rx CVS Pharmacy MinuteClinic Longs Drugs Navarro Discount Pharmacies Peoples Drug Revco Standard Drug Company People Ward Melville Events CVS Caremark Charity Classic CVS Charity Classic CVS/pharmacy LPGA Challenge Related Melville Corporation