WOONSOCKET, R.I., Aug. 8, 2017 /PRNewswire/ --

Second Quarter Year-over-year Highlights:


    --  Net revenues increased 4.5% to $45.7 billion
    --  GAAP diluted EPS from continuing operations of $1.07, including a $135
        million, or 13 cents per share, goodwill impairment charge related to
        the RxCrossroads business
    --  Adjusted EPS of $1.33

Year-to-date Highlights:


    --  Generated cash flow from operations of $5.5 billion; free cash flow of
        $4.6 billion

2017 Guidance:


    --  Narrowed and revised full year GAAP diluted EPS from continuing
        operations to $4.92 to $5.02, including the goodwill impairment charge,
        from $5.02 to $5.18
    --  Narrowed full year Adjusted EPS to $5.83 to $5.93 from $5.77 to $5.93
    --  Provided third quarter GAAP diluted EPS from continuing operations of
        $1.20 to $1.23
    --  Provided third quarter Adjusted EPS of $1.47 to $1.50, reflecting the
        timing of operating profit between the third and fourth quarters related
        to the Medicare Part D operations
    --  Confirmed full year cash flow from operations of $7.7 to $8.6 billion;
        free cash flow of $6.0 to $6.4 billion

CVS Health Corporation (NYSE: CVS) today announced operating results for the three and six months ended June 30, 2017.

President and Chief Executive Officer Larry Merlo stated, "The second quarter results we posted today keep us nicely on pace to achieve our full-year targets. Operating profit in the Retail/LTC Segment was in line with expectations while operating profit in the Pharmacy Services Segment exceeded expectations. At the same time, we have generated substantial free cash flow year-to-date and continued to return significant value to our shareholders through dividends and share repurchases. While we are pleased to report results consistent with our expectations, we won't be satisfied until the total enterprise returns to healthy levels of earnings growth."

Mr. Merlo continued, "Given our performance in the first half and our confidence in our expectations for the back half of this year, we are narrowing and raising the midpoint of our Adjusted EPS guidance for 2017. Additionally, our differentiated value proposition continues to resonate in the marketplace. The 2018 selling season is shaping up to be another successful one for our PBM, with solid gross and net new business achieved to date."

Revenues

Net revenues for the three months ended June 30, 2017 increased 4.5%, or $2.0 billion, to $45.7 billion, up from $43.7 billion in the three months ended June 30, 2016.

Revenues in the Pharmacy Services Segment increased 9.5% to $32.3 billion in the three months ended June 30, 2017. This increase was primarily driven by growth in pharmacy network claim volume as well as brand inflation and specialty pharmacy volume, partially offset by increased generic dispensing and price compression. Pharmacy network claims processed during the three months ended June 30, 2017 increased 10.3% on a 30-day equivalent basis, to 376.0 million, compared to 340.9 million in the prior year. The increase in pharmacy network claim volume was primarily due to an increase in net new business. Mail choice claims processed during the three months ended June 30, 2017 increased 5.2%, on a 30-day equivalent basis, to 65.6 million, compared to 62.3 million in the prior year. The increase in the mail choice claim volume was primarily driven by continued adoption of our Maintenance Choice(®) offerings and an increase in specialty pharmacy claims.

Revenues in the Retail/LTC Segment decreased 2.2% to $19.6 billion in the three months ended June 30, 2017. The decrease was largely driven by a 2.6% decrease in same store sales, an increase in the generic dispensing rate and continued reimbursement pressure.

Pharmacy same store sales decreased 2.8% and were negatively impacted by approximately 410 basis points due to recent generic introductions. Same store prescription volumes remained flat, on a 30-day equivalent basis, in the three months ended June 30, 2017. The previously-announced restricted networks that exclude CVS Pharmacy had a negative impact of approximately 460 basis points on same store prescription volumes.

Front store same store sales declined 2.1% in the three months ended June 30, 2017. The shift of the Easter holiday to the second quarter in 2017 from the first quarter in 2016 had an approximately 75 basis point positive impact. Front store same store sales were negatively impacted by softer customer traffic and efforts to rationalize promotional strategies, partially offset by an increase in basket size.

For the three months ended June 30, 2017, the generic dispensing rate increased approximately 130 basis points to 87.2% in our Pharmacy Services Segment and increased approximately 150 basis points to 87.6% in our Retail/LTC Segment, compared to the prior year.

Operating Profit

Consolidated operating profit for the three months ended June 30, 2017, decreased $240 million, or 10.2%. The decrease was partially due to a goodwill impairment charge of $135 million related to the RxCrossroads reporting unit within the Retail/LTC Segment. Additionally, the previously-announced restricted networks that exclude CVS Pharmacy and continued reimbursement pressure in the Retail/LTC Segment negatively impacted operating profit. This was partially offset by growth in pharmacy network claim volume and growth in specialty pharmacy in the Pharmacy Services Segment and a $71 million decrease in acquisition-related integration costs in the three months ended June 30, 2017 versus the same quarter last year.

Net Income and Earnings Per Share

Net income for the three months ended June 30, 2017 increased $174 million or 18.8%, to $1.1 billion. The increase was primarily due to the absence of a $542 million loss on early extinguishment of debt in the current year, partially offset by the $240 million decrease in operating profit and an increase in the effective income tax rate, from 39.5% to 41.1%. The increase in the tax rate was primarily due to the nondeductible goodwill impairment charge of $135 million, or 280 basis points, partially offset by $14 million in discrete tax benefits related to the required adoption of new accounting guidance for share-based compensation on January 1, 2017.

GAAP earnings per diluted share from continuing operations ("GAAP diluted EPS") for the three months ended June 30, 2017 was $1.07, compared to $0.86 in the prior year. Adjusted earnings per share ("Adjusted EPS") for the three months ended June 30, 2017 and 2016, was $1.33 and $1.32, respectively. Further detail is shown in the Adjusted Earnings Per Share reconciliation later in this release.

Guidance

The Company narrowed and revised full year GAAP diluted EPS guidance to $4.92 to $5.02, including the goodwill impairment charge, from $5.02 to $5.18. The Company narrowed full year Adjusted EPS guidance to $5.83 to $5.93 from $5.77 to $5.93.

In the third quarter, the Company expects to deliver GAAP diluted EPS of $1.20 to $1.23 and Adjusted EPS of $1.47 to $1.50 which are affected by the timing of the Medicare Part D operating profit between the third and fourth quarters relative to the prior year, resulting from the variability between the quarters as members move through the risk corridor. The third quarter GAAP diluted EPS guidance also includes an estimated loss on the previously-disclosed settlement of a defined benefit pension plan.

The Company confirmed its 2017 cash flow from operations guidance of $7.7 to $8.6 billion and free cash flow guidance of $6.0 to $6.4 billion. These 2017 guidance estimates assume the completion of $5.0 billion in share repurchases.

Real Estate Program

During the three months ended June 30, 2017, the Company opened 27 new retail locations and closed three retail locations. In addition, the Company relocated 10 retail locations. As of June 30, 2017, the Company operated 9,700 retail locations, including pharmacies in Target stores, in 49 states, the District of Columbia, Puerto Rico and Brazil.

As previously disclosed, the Company intends to close a total of approximately 70 retail stores during 2017 and expects to take a cumulative charge of approximately $220 million primarily associated with the remaining lease obligations of such stores. The Company closed 63 retail stores and took a charge of $205 million in the six months ended June 30, 2017. The Company expects to close approximately seven additional retail stores during the remainder of 2017.

Teleconference and Webcast

The Company will be holding a conference call today for the investment community at 8:30 am (EDT) to discuss its quarterly results. An audio webcast of the call will be broadcast simultaneously for all interested parties through the Investor Relations section of the CVS Health website at http://investors.cvshealth.com. This webcast will be archived and available on the website for a one-year period following the conference call.

About the Company

CVS Health is a pharmacy innovation company helping people on their path to better health. Through its 9,700 retail locations, more than 1,100 walk-in medical clinics, a leading pharmacy benefits manager with nearly 90 million plan members, a dedicated senior pharmacy care business serving more than one million patients per year, expanding specialty pharmacy services, and a leading stand-alone Medicare Part D prescription drug plan, the company enables people, businesses and communities to manage health in more affordable and effective ways. This unique integrated model increases access to quality care, delivers better health outcomes and lowers overall health care costs. Find more information about how CVS Health is shaping the future of health at https://www.cvshealth.com.

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of CVS Health Corporation. By their nature, all forward-looking statements involve risks and uncertainties. Actual results may differ materially from those contemplated by the forward-looking statements for a number of reasons as described in our Securities and Exchange Commission filings, including those set forth in the Risk Factors section and under the section entitled "Cautionary Statement Concerning Forward-Looking Statements" in our most recently filed Annual Report on Form 10-K and Quarterly Report on Form 10-Q.

-- Tables Follow --


                                                                                                                                                             CVS HEALTH CORPORATION

                                                                                                                                                   Condensed Consolidated Statements of Income

                                                                                                                                                                   (Unaudited)




                                                                                                                                                           Three Months Ended                                 Six Months Ended

                                                                                                                                                             June 30,                                        June 30,
                                                                                                                                                             --------                                        --------

    In millions, except per share amounts                                                                                                                             2017                               2016 (1)                                   2017                  2016 (1)
    -------------------------------------                                                                                                                             ----                                -------                                   ----                   -------


    Net revenues                                                                                                                                                                             $45,685                                             $43,725                                             $90,199   $86,940

    Cost of revenues                                                                                                                                                                          38,750                                              36,710                                              76,684    73,181
                                                                                                                                                                                              ------                                              ------                                              ------    ------

    Gross profit                                                                                                                                                                               6,935                                               7,015                                              13,515    13,759

    Operating expenses                                                                                                                                                                         4,818                                               4,658                                               9,605     9,217
                                                                                                                                                                                               -----                                               -----                                               -----     -----

    Operating profit                                                                                                                                                                           2,117                                               2,357                                               3,910     4,542

    Interest expense, net                                                                                                                                                                        247                                                 280                                                 499       563

    Loss on early extinguishment of debt                                                                                                                                                           -                                                542                                                   -      542

    Other expense                                                                                                                                                                                  7                                                   7                                                  14        16
                                                                                                                                                                                                 ---                                                 ---                                                 ---       ---

    Income before income tax provision                                                                                                                                                         1,863                                               1,528                                               3,397     3,421

    Income tax provision                                                                                                                                                                         766                                                 604                                               1,338     1,350
                                                                                                                                                                                                 ---                                                 ---                                               -----     -----

    Income from continuing operations                                                                                                                                                          1,097                                                 924                                               2,059     2,071

    Income (loss) from discontinued operations, net of tax                                                                                                                                         1                                                   -                                                (8)        -
                                                                                                                                                                                                 ---                                                 ---                                                ---       ---

    Net income                                                                                                                                                                                 1,098                                                 924                                               2,051     2,071

    Net income attributable to noncontrolling interest                                                                                                                                             -                                                  -                                                (1)      (1)
                                                                                                                                                                                                 ---                                                ---                                                ---       ---

    Net income attributable to CVS Health                                                                                                                                                     $1,098                                                $924                                              $2,050    $2,070
                                                                                                                                                                                              ======                                                ====                                              ======    ======


    Basic earnings per share:

    Income from continuing operations attributable to CVS Health                                                                                                                               $1.07                                               $0.86                                               $2.00     $1.91

    Loss from discontinued operations attributable to CVS Health                                                                                                         $                         -                        $                         -                                            $(0.01)   $    -

    Net income attributable to CVS Health                                                                                                                                                      $1.07                                               $0.86                                               $1.99     $1.91

    Weighted average shares outstanding                                                                                                                                                        1,019                                               1,070                                               1,024     1,081

    Diluted earnings per share:

    Income from continuing operations attributable to CVS Health                                                                                                                               $1.07                                               $0.86                                               $1.99     $1.90

    Loss from discontinued operations attributable to CVS Health                                                                                                         $                         -                        $                         -                                            $(0.01)   $    -

    Net income attributable to CVS Health                                                                                                                                                      $1.07                                               $0.86                                               $1.98     $1.90

    Weighted average shares outstanding                                                                                                                                                        1,024                                               1,075                                               1,029     1,087

    Dividends declared per share                                                                                                                                                               $0.50                                              $0.425                                               $1.00     $0.85



    (1)     Effective January 1, 2017, the Company adopted Accounting Standards Update ("ASU") 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which resulted in a retrospective reclassification of $7 million and $16 million of net
     benefit costs from operating expenses to other expense in the three and six months ended June 30, 2016, respectively.


                                                                                                    CVS HEALTH CORPORATION

                                                                                             Condensed Consolidated Balance Sheets

                                                                                                          (Unaudited)




                                                                                                                                   June 30,           December 31,

    In millions, except per share amounts                                                                                               2017                   2016
    -------------------------------------                                                                                               ----                   ----


    Assets:

    Cash and cash equivalents                                                                                                                  $2,094                  $3,371

    Short-term investments                                                                                                                         75                      87

    Accounts receivable, net                                                                                                                   12,274                  12,164

    Inventories                                                                                                                                14,271                  14,760

    Other current assets                                                                                                                          690                     660
                                                                                                                                                  ---                     ---

    Total current assets                                                                                                                       29,404                  31,042

    Property and equipment, net                                                                                                                10,073                  10,175

    Goodwill                                                                                                                                   38,130                  38,249

    Intangible assets, net                                                                                                                     13,354                  13,511

    Other assets                                                                                                                                1,564                   1,485
                                                                                                                                                -----                   -----

    Total assets                                                                                                                              $92,525                 $94,462
                                                                                                                                              =======                 =======


    Liabilities:

    Accounts payable                                                                                                                           $7,874                  $7,946

    Claims and discounts payable                                                                                                                9,708                   9,451

    Accrued expenses                                                                                                                            8,133                   6,937

    Short-term debt                                                                                                                             1,100                   1,874

    Current portion of long-term debt                                                                                                              42                      42
                                                                                                                                                  ---                     ---

    Total current liabilities                                                                                                                  26,857                  26,250

    Long-term debt                                                                                                                             25,622                  25,615

    Deferred income taxes                                                                                                                       4,210                   4,214

    Other long-term liabilities                                                                                                                 1,689                   1,549


    Shareholders' equity:

    CVS Health 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; 1,710 shares issued and 1,015                                                          17                      17
    shares outstanding at June 30, 2017 and 1,705 shares issued and 1,061 shares
    outstanding at December 31, 2016

    Treasury stock, at cost: 694 shares at June 30, 2017 and 643 shares at December 31, 2016                                                 (37,414)               (33,452)

    Shares held in trust: 1 share at June 30, 2017 and December 31, 2016                                                                         (31)                   (31)

    Capital surplus                                                                                                                            31,871                  31,618

    Retained earnings                                                                                                                          40,005                  38,983

    Accumulated other comprehensive income (loss)                                                                                               (306)                  (305)
                                                                                                                                                 ----                    ----

    Total CVS Health shareholders' equity                                                                                                      34,142                  36,830

    Noncontrolling interest                                                                                                                         5                       4
                                                                                                                                                  ---                     ---

    Total shareholders' equity                                                                                                                 34,147                  36,834
                                                                                                                                               ------                  ------

    Total liabilities and shareholders' equity                                                                                                $92,525                 $94,462
                                                                                                                                              =======                 =======


                                                                                                                                            CVS HEALTH CORPORATION

                                                                                                                               Condensed Consolidated Statements of Cash Flows

                                                                                                                                                 (Unaudited)



                                                                                                                                                                                                                        Six Months Ended

                                                                                                                                                                                                                         June 30,
                                                                                                                                                                                                                         --------

    In millions                                                                                                                                                                                                                  2017                              2016 (1)
    -----------                                                                                                                                                                                                                  ----                               -------

    Cash flows from operating activities:

    Cash receipts from customers                                                                                                                                                                                                                        $88,343               $84,324

    Cash paid for inventory and prescriptions dispensed by retail network pharmacies                                                                                                                                                                   (73,748)             (70,851)

    Cash paid to other suppliers and employees                                                                                                                                                                                                          (7,000)              (7,019)

    Interest received                                                                                                                                                                                                                                        10                     9

    Interest paid                                                                                                                                                                                                                                         (539)                (615)

    Income taxes paid                                                                                                                                                                                                                                   (1,534)              (1,762)
                                                                                                                                                                                                                                                         ------                ------

    Net cash provided by operating activities                                                                                                                                                                                                             5,532                 4,086
                                                                                                                                                                                                                                                          -----                 -----


    Cash flows from investing activities:

    Purchases of property and equipment                                                                                                                                                                                                                   (888)              (1,102)

    Proceeds from sale of property and equipment and other assets                                                                                                                                                                                            13                    11

    Acquisitions (net of cash acquired) and other investments                                                                                                                                                                                             (315)                (168)

    Purchase of available-for-sale investments                                                                                                                                                                                                                -                 (39)

    Maturity of available-for-sale investments                                                                                                                                                                                                               16                    67
                                                                                                                                                                                                                                                            ---                   ---

    Net cash used in investing activities                                                                                                                                                                                                               (1,174)              (1,231)
                                                                                                                                                                                                                                                         ------                ------


    Cash flows from financing activities:

    Increase (decrease) in short-term debt                                                                                                                                                                                                                (774)                  745

    Proceeds from issuance of long-term debt                                                                                                                                                                                                                  -                3,455

    Repayments of long-term debt                                                                                                                                                                                                                              -              (3,579)

    Purchase of noncontrolling interest in subsidiary                                                                                                                                                                                                         -                 (39)

    Dividends paid                                                                                                                                                                                                                                      (1,028)                (929)

    Proceeds from exercise of stock options                                                                                                                                                                                                                 189                   193

    Payments for taxes related to net share settlement of equity awards                                                                                                                                                                                    (60)                 (71)

    Repurchase of common stock                                                                                                                                                                                                                          (3,961)              (3,960)

    Other                                                                                                                                                                                                                                                   (1)                  (4)
                                                                                                                                                                                                                                                            ---                   ---

    Net cash used in financing activities                                                                                                                                                                                                               (5,635)              (4,189)
                                                                                                                                                                                                                                                         ------                ------

    Effect of exchange rate changes on cash and cash equivalents                                                                                                                                                                                              -                    2
                                                                                                                                                                                                                                                            ---                  ---

    Net decrease in cash and cash equivalents                                                                                                                                                                                                           (1,277)              (1,332)

    Cash and cash equivalents at the beginning of the period                                                                                                                                                                                              3,371                 2,459
                                                                                                                                                                                                                                                          -----                 -----

    Cash and cash equivalents at the end of the period                                                                                                                                                                                                   $2,094                $1,127
                                                                                                                                                                                                                                                         ======                ======


    Reconciliation of net income to net cash provided by operating activities:

    Net income                                                                                                                                                                                                                                           $2,051                $2,071

    Adjustments required to reconcile net income to net cash provided by operating activities:

    Depreciation and amortization                                                                                                                                                                                                                         1,242                 1,236

    Goodwill impairment                                                                                                                                                                                                                                     135                     -

    Stock-based compensation                                                                                                                                                                                                                                108                   107

    Loss on early extinguishment of debt                                                                                                                                                                                                                      -                  542

    Deferred income taxes and other noncash items                                                                                                                                                                                                            21                    75

    Change in operating assets and liabilities, net of effects from acquisitions:

    Accounts receivable, net                                                                                                                                                                                                                              (114)              (1,279)

    Inventories                                                                                                                                                                                                                                             492                 (167)

    Other current assets                                                                                                                                                                                                                                   (31)                (170)

    Other assets                                                                                                                                                                                                                                           (38)                 (53)

    Accounts payable and claims and discounts payable                                                                                                                                                                                                       180                 1,164

    Accrued expenses                                                                                                                                                                                                                                      1,345                   555

    Other long-term liabilities                                                                                                                                                                                                                             141                     5
                                                                                                                                                                                                                                                            ---                   ---

    Net cash provided by operating activities                                                                                                                                                                                                            $5,532                $4,086
                                                                                                                                                                                                                                                         ======                ======



    (1)       Effective January 1, 2017, the Company adopted ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which resulted in a retrospective reclassification of $63 million of excess tax benefits from financing activities to operating
     activities which increased net cash provided by operating activities and increased cash used in financing activities for the six months ended June 30, 2016.

Non-GAAP Financial Measures

The following provides reconciliations of certain non-GAAP financial measures presented in this Form 8-K to the most directly comparable financial measures calculated and presented in accordance with GAAP. The Company uses the non-GAAP measures "Adjusted EPS" and "Free Cash Flow" to assess and analyze underlying business performance and trends. Management believes that providing these non-GAAP measures enhances investors' understanding of the Company's performance.

The Company defines Adjusted Earnings per Share, or Adjusted EPS, as income from continuing operations excluding the impact of certain adjustments such as the amortization of intangible assets, acquisition-related transaction and integration costs, charges in connection with store rationalization, goodwill impairments, adjustments to legal reserves in connection with certain legal settlements, losses on early extinguishments of debt, and losses on settlements of defined benefit pension plans, divided by the Company's weighted average diluted shares outstanding. The Company believes that this measure enhances investors' ability to compare the Company's past financial performance with its current performance.

The Company defines Free Cash Flow as net cash provided by operating activities less net additions to property and equipment (i.e., additions to property and equipment plus proceeds from sale-leaseback transactions). Management uses this non-GAAP financial measure for internal comparisons and finds it useful in assessing year-over-year cash flow performance.

These non-GAAP financial measures are provided as supplemental information to the financial measures presented in this press release that are calculated and presented in accordance with GAAP. Adjusted EPS should be considered in addition to, rather than as a substitute for, income before income tax provision as a measure of our performance. Free Cash Flow should be considered in addition to, rather than as a substitute for, net cash provided by operating activities as a measure of our liquidity. The Company's definitions of Adjusted EPS and Free Cash Flow may not be comparable to similarly titled measurements reported by other companies.



                                                                                                                                                              Adjusted Earnings Per Share

                                                                                                                                                                      (Unaudited)


    The following is a reconciliation of income before income tax provision to Adjusted EPS:




                                                                                                                                                                        Three Months Ended               Six Months Ended

                                                                                                                                                                             June 30,                        June 30,
                                                                                                                                                                             --------                        --------

    In millions, except per share amounts                                                                                                                                             2017                   2016            2017 2016
    -------------------------------------                                                                                                                                             ----                   ----            ---- ----


    Income before income tax provision                                                                                                                                                            $1,863                  $1,528       $3,397  $3,421

    Non-GAAP adjustments:

    Amortization of intangible assets                                                                                                                                                                203                     197          403     396

    Acquisition-related integration costs (1)                                                                                                                                                         10                      81           25     142

    Charges in connection with store rationalization (2)                                                                                                                                               6                       -         205       -

    Goodwill impairment (3)                                                                                                                                                                          135                       -         135       -

    Charge related to a disputed 1999 legal settlement                                                                                                                                                 -                      -           -      3

    Loss on early extinguishment of debt                                                                                                                                                               -                    542            -    542
                                                                                                                                                                                                     ---                    ---          ---    ---

    Adjusted income before income tax provision                                                                                                                                                    2,217                   2,348        4,165   4,504

    Adjusted income tax provision                                                                                                                                                                    852                     923        1,586   1,770
                                                                                                                                                                                                     ---                     ---        -----   -----

    Adjusted income from continuing operations                                                                                                                                                     1,365                   1,425        2,579   2,734

    Net income attributable to noncontrolling interest                                                                                                                                                 -                      -         (1)    (1)

    Adjusted income allocable to participating securities                                                                                                                                            (4)                    (6)        (10)   (13)
                                                                                                                                                                                                     ---                     ---          ---     ---

    Adjusted income from continuing operations attributable to CVS Health                                                                                                                         $1,361                  $1,419       $2,568  $2,720
                                                                                                                                                                                                  ======                  ======       ======  ======


    Weighted average diluted shares outstanding                                                                                                                                                    1,024                   1,075        1,029   1,087

    Adjusted EPS                                                                                                                                                                                   $1.33                   $1.32        $2.50   $2.50
                                                                                                                                                                                                   =====                   =====        =====   =====




    (1)     In 2017, the integration costs relate to the acquisition of Omnicare. In 2016, the integration costs relate to the acquisitions of Omnicare and the pharmacies and clinics of Target.

    (2)     Primarily represents charges for noncancelable lease obligations associated with stores closed in connection with our enterprise streamlining initiative.

    (3)     The goodwill impairment relates to the RxCrossroads reporting unit within the Retail/LTC Segment.


                                                                                          Free Cash Flow

                                                                                           (Unaudited)


    The following is a reconciliation of net cash provided by operating activities to Free Cash Flow:



                                                                                                                 Six Months Ended

                                                                                                                  June 30,
                                                                                                                  --------

    In millions                                                                                                           2017                            2016 (1)
    -----------                                                                                                           ----                             -------


    Net cash provided by operating activities                                                                                                  $5,532                $4,086

    Subtract: Additions to property and equipment                                                                                               (888)              (1,102)
                                                                                                                                                 ----                ------

    Free cash flow                                                                                                                             $4,644                $2,984
                                                                                                                                               ======                ======



    (1)     Effective January 1, 2017, the Company adopted ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which resulted in a
     retrospective reclassification of $63 million of excess tax benefits from financing activities to operating activities which increased net cash provided by
     operating activities for the six months ended June 30, 2016.


                                                                                                                                                  Supplemental Information

                                                                                                                                                        (Unaudited)


    The Company evaluates its Pharmacy Services and Retail/LTC segment performance based on net revenues, gross profit
    and operating profit before the effect of nonrecurring charges and gains and certain intersegment activities. The
    Company evaluates the performance of its Corporate Segment based on operating expenses before the effect of
    nonrecurring charges and gains and certain intersegment activities. The following is a reconciliation of the Company's
    segments to the accompanying condensed consolidated financial statements:



                                                                                     Pharmacy

                                                                                     Services                              Retail/LTC                       Corporate                        Intersegment                        Consolidated

    In millions                                                                     Segment(1)                              Segment                          Segment                       Eliminations(2)                           Totals
    -----------                                                                     ---------                               -------                          -------                       ---------------                           ------

    Three Months Ended

    June 30, 2017:

      Net revenues                                                                                               $32,325                                              $19,554                              $                   -                                                  $(6,194) $45,685

      Gross profit (3)                                                                                             1,469                                                5,675                                                  -                                                     (209)   6,935

      Operating profit (loss) (4)(5)                                                                               1,135                                                1,411                                              (240)                                                     (189)   2,117

    June 30, 2016:

      Net revenues                                                                                                29,510                                               19,998                                                  -                                                   (5,783)  43,725

      Gross profit (3)                                                                                             1,367                                                5,837                                                  -                                                     (189)   7,015

      Operating profit (loss) (5)(6)                                                                               1,039                                                1,711                                              (220)                                                     (173)   2,357

    Six Months Ended

    June 30, 2017:

      Net revenues                                                                                                63,548                                               38,895                                                  -                                                  (12,244)  90,199

      Gross profit (3)                                                                                             2,565                                               11,351                                                  -                                                     (401)  13,515

      Operating profit (loss) (4)(5)                                                                               1,919                                                2,822                                              (466)                                                     (365)   3,910

    June 30, 2016:

      Net revenues                                                                                                58,275                                               40,110                                                  -                                                  (11,445)  86,940

      Gross profit (3)                                                                                             2,469                                               11,667                                                  -                                                     (377)  13,759

      Operating profit (loss) (5)(6)                                                                               1,823                                                3,495                                              (432)                                                     (344)   4,542


    (1)     Net revenues of the Pharmacy Services Segment include approximately $2.7 billion and $2.6 billion of retail co?payments for the three months ended June 30, 2017 and 2016, respectively, as well as $5.8 billion and $5.6 billion of retail co-payments for the six
     months ended June 30, 2017 and 2016, respectively.

    (2)     Intersegment eliminations relate to intersegment revenue generating activities that occur between the Pharmacy Services Segment and the Retail/LTC Segment. These occur in the following ways: when members of Pharmacy Services Segment clients ("members") fill
     prescriptions at the Company's retail pharmacies to purchase covered products, when members enrolled in programs such as Maintenance Choice(R) elect to pick up maintenance prescriptions at one of the Company's retail pharmacies instead of receiving them through the
     mail, or when members have prescriptions filled at the Company's long-term care pharmacies. When these occur, both the Pharmacy Services and Retail/LTC segments record the revenues, gross profit and operating profit on a standalone basis.

    (3)     The Retail/LTC Segment gross profit for the three months ended June 30, 2017 and 2016 includes $5 million and $6 million, respectively, of acquisition-related integration costs. The Retail/LTC Segment gross profit for the six months ended June 30, 2017 and
     2016 includes $5 million and $10 million, respectively, of acquisition-related integration costs. The integration costs in 2017 are related to the acquisition of Omnicare and the integration costs in 2016 are related to the acquisitions of Omnicare and the pharmacies
     and clinics of Target.

    (4)     The Retail/LTC Segment operating profit for the three and six months ended June 30, 2017 includes a $135 million goodwill impairment charge. The Retail/LTC Segment operating profit for the three and six months ended June 30, 2017 also includes $6 million and
     $205 million, respectively, of charges associated with store closures.

    (5)     The Retail/LTC Segment operating profit for the three months ended June 30, 2017 and 2016 includes $10 million and $81 million, respectively, of acquisition-related integration costs. The Retail/LTC Segment operating profit for the six months ended June 30,
     2017 and 2016 includes $25 million and $142 million, respectively, of acquisition-related integration costs. The integration costs in 2017 are related to the acquisition of Omnicare and the integration costs in 2016 are related to the acquisitions of Omnicare and the
     pharmacies and clinics of Target.

    (6)     Amounts revised to reflect the adoption of ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which increased consolidated operating profit by $7 million and $16 million in the three and six months
     ended June 30, 2016, respectively.


                                                                                                                                               Supplemental Information

                                                                                                                                                      (Unaudited)


    Pharmacy Services Segment


    The following table summarizes the Pharmacy Services Segment's performance for the respective periods:


                                                                                               Three Months Ended                         Six Months Ended

                                                                                                    June 30,                                  June 30,
                                                                                                    --------                                  --------

    In millions                                                                              2017                                     2016                   2017                                     2016
    -----------                                                                              ----                                     ----                   ----                                     ----

    Net revenues                                                                                                   $32,325                                                        $29,510                                                        $63,548                 $58,275

    Gross profit                                                                                                     1,469                                                          1,367                                                          2,565                   2,469

    Gross profit % of net revenues                                                                                    4.5%                                                          4.6%                                                          4.0%                   4.2%

    Operating expenses (1)                                                                                             334                                                            328                                                            646                     646

    Operating expenses % of net revenues                                                                              1.0%                                                          1.1%                                                          1.0%                   1.1%

    Operating profit (1)                                                                                             1,135                                                          1,039                                                          1,919                   1,823

    Operating profit % of net revenues                                                                                3.5%                                                          3.5%                                                          3.0%                   3.1%

    Net revenues:

    Mail choice (2)                                                                                                $11,512                                                        $10,646                                                        $22,360                 $20,796

    Pharmacy network (3)                                                                                            20,741                                                         18,778                                                         41,042                  37,314

    Other                                                                                                               72                                                             86                                                            146                     165

    Pharmacy claims processed (90 Day = 3 prescriptions) (4)(5):

    Total                                                                                                            441.6                                                          403.2                                                          882.1                   805.1

    Mail choice (2)                                                                                                   65.6                                                           62.3                                                          129.3                   123.3

    Pharmacy network (3)                                                                                             376.0                                                          340.9                                                          752.8                   681.8

    Generic dispensing rate (4)(5):

    Total                                                                                                            87.2%                                                         85.9%                                                         87.1%                  85.7%

    Mail choice (2)                                                                                                  83.1%                                                         81.2%                                                         82.9%                  80.8%

    Pharmacy network (3)                                                                                             87.9%                                                         86.8%                                                         87.8%                  86.6%

    Mail choice penetration rate (4)(5)                                                                              14.9%                                                         15.5%                                                         14.7%                  15.3%



    (1)     Amounts revised to reflect the adoption of ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which decreased operating expenses and increased operating profit by $1 million for the three
     months ended June 30, 2016. For the six months ended June 30, 2016, the adoption of ASU 2017-07 decreased operating expenses and increased operating profit by $3 million.

    (2)     Mail choice is defined as claims filled at a Pharmacy Services mail facility, which includes specialty mail claims inclusive of Specialty Connect(R) claims picked up at retail, as well as prescriptions filled at our retail pharmacies under the
     Maintenance Choice(R) program.

    (3)     Pharmacy network net revenues, claims processed and generic dispensing rates do not include Maintenance Choice activity, which is included within the mail choice category. Pharmacy network is defined as claims filled at retail and specialty retail
     pharmacies, including our retail pharmacies and long-term care pharmacies, but excluding Maintenance Choice activity.

    (4)     Includes the adjustment to convert 90-day prescriptions to the equivalent of three 30-day prescriptions. This adjustment reflects the fact that these prescriptions include approximately three times the amount of product days supplied compared to a
     normal prescription.

    (5)     The pharmacy claims processed, the generic dispensing rate and the mail choice penetration rate for the three and six months ended June 30, 2016 has been revised to reflect 90-day prescriptions to the equivalent of three 30-day prescriptions.



                                                                                                                                                                           Supplemental Information

                                                                                                                                                                                 (Unaudited)


    Retail/LTC Segment


    The following table summarizes the Retail/LTC Segment's performance for the respective periods:


                                                                                                                                              Three Months Ended                          Six Months Ended

                                                                                                                                                   June 30,                                   June 30,
                                                                                                                                                   --------                                   --------

    In millions                                                                                                                             2017                                    2016                      2017                                    2016
    -----------                                                                                                                             ----                                    ----                      ----                                    ----

    Net revenues                                                                                                                                                   $19,554                                                          $19,998                                                          $38,895                        $40,110

    Gross profit (1)(2)                                                                                                                                              5,675                                                            5,837                                                           11,351                         11,667

    Gross profit % of net revenues                                                                                                                                   29.0%                                                           29.2%                                                           29.2%                         29.1%

    Operating expenses (1)(2)(3)(4)                                                                                                                                  4,264                                                            4,126                                                            8,529                          8,172

    Operating expenses % of net revenues                                                                                                                             21.8%                                                           20.6%                                                           21.9%                         20.4%

    Operating profit (4)                                                                                                                                             1,411                                                            1,711                                                            2,822                          3,495

    Operating profit % of net revenues                                                                                                                                7.2%                                                            8.6%                                                            7.3%                          8.7%

    Prescriptions filled (90 Day = 3 prescriptions) (5)                                                                                                              301.6                                                            300.9                                                            604.7                          606.0

    Net revenue increase (decrease):

    Total                                                                                                                                                           (2.2)%                                                           16.0%                                                          (3.0)%                         17.3%

    Pharmacy                                                                                                                                                        (2.5)%                                                           21.2%                                                          (3.1)%                         22.4%

    Front Store                                                                                                                                                     (1.3)%                                                          (0.6)%                                                          (2.6)%                          1.0%

    Total prescription volume (90 Day = 3 prescriptions) (5)                                                                                                          0.2%                                                           23.2%                                                          (0.2)%                         24.8%

    Same store sales increase (decrease) (6):

    Total                                                                                                                                                           (2.6)%                                                            2.1%                                                          (3.7)%                          3.1%

    Pharmacy                                                                                                                                                        (2.8)%                                                            3.9%                                                          (3.7)%                          4.7%

    Front Store                                                                                                                                                     (2.1)%                                                          (2.5)%                                                          (3.5)%                        (0.9)%

    Prescription volume (90 Day = 3 prescriptions) (5)                                                                                                                0.0%                                                            3.5%                                                          (0.7)%                          4.7%

    Generic dispensing rates                                                                                                                                         87.6%                                                           86.1%                                                           87.6%                         85.9%

    Pharmacy % of net revenues                                                                                                                                       74.6%                                                           74.8%                                                           74.6%                         74.7%


    (1)     Gross profit and operating expenses for the three months ended June 30, 2017 each include $5 million of acquisition-related integration costs. Gross profit and operating expenses for the six months ended June 30, 2017 include $5 million and $20 million, respectively, of acquisition-related integration costs.
     The integration costs are related to the acquisition of Omnicare.

    (2)     Gross profit and operating expenses for the three months ended June 30, 2016 include $6 million and $75 million, respectively, of acquisition-related integration costs. Gross profit and operating expenses for the six months ended June 30, 2016 includes $10 million and $132 million, respectively, of
     acquisition-related integration costs. The integration costs are related to the acquisitions of Omnicare and the pharmacies and clinics of Target.

    (3)     Operating expenses for the three and six months ended June 30, 2017 include a $135 million goodwill impairment charge. Operating expenses for the three and six months ended June 30, 2017 also includes $6 million and $205 million, respectively, of charges associated with store closures.

    (4)     Amounts revised to reflect the adoption of ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which decreased operating expenses and increased operating profit by $6 million for the three months ended June 30, 2016. For the six months ended June
     30, 2016, the adoption of ASU 2017-07 decreased operating expenses and increased operating profit by $13 million.

    (5)     Includes the adjustment to convert 90-day non-specialty prescriptions to the equivalent of three 30-day prescriptions. This adjustment reflects the fact that these prescriptions include approximately three times the amount of product days supplied compared to a normal prescription.

    (6)     Same store sales and prescriptions exclude revenues from MinuteClinic, and revenue and prescriptions from stores in Brazil, LTC operations and from commercialization services.



                                                                                                           Adjusted Earnings Per Share Guidance

                                                                                                                       (Unaudited)


    The following reconciliation of estimated income before income tax provision to estimated adjusted earnings per share contains forward-looking information. All forward-looking information involves risks and
     uncertainties. Actual results may differ materially from those contemplated by the forward-looking information for a number of reasons as described in our Securities and Exchange Commission filings, including those
     set forth in the Risk Factors section and under the section entitled "Cautionary Statement Concerning Forward-Looking Statements" in our most recently filed Annual Report on Form 10-K and Quarterly Report on Form
     10-Q. See also previous discussion at "Non-GAAP Financial Measures" for more information on how we calculate Adjusted EPS.



                                                                                                                                                                          Year Ending

    In millions, except per share amounts                                                                                                                              December 31, 2017
    -------------------------------------                                                                                                                              -----------------


    Income before income tax provision                                                                                                                                                                   $8,332             $8,498

    Non-GAAP adjustments:

    Amortization of intangible assets                                                                                                                                                                       820                820

    Acquisition-related integration costs                                                                                                                                                                    45                 45

    Charges in connection with store rationalization                                                                                                                                                        220                220

    Goodwill impairment                                                                                                                                                                                     135                135

    Loss on settlement of defined benefit pension plan                                                                                                                                                      220                220
                                                                                                                                                                                                            ---                ---

    Adjusted income before income tax provision                                                                                                                                                           9,772              9,938

    Adjusted income tax provision                                                                                                                                                                         3,782              3,850
                                                                                                                                                                                                          -----              -----

    Adjusted income from continuing operations                                                                                                                                                            5,990              6,088

    Net income attributable to noncontrolling interest                                                                                                                                                      (1)               (1)

    Adjusted income allocable to participating securities                                                                                                                                                  (22)              (22)
                                                                                                                                                                                                            ---                ---

    Adjusted income from continuing operations attributable to CVS Health                                                                                                                                $5,967             $6,065
                                                                                                                                                                                                         ======             ======


    Weighted average diluted shares outstanding                                                                                                                                                           1,023              1,023

    Adjusted earnings per share                                                                                                                                                                           $5.83              $5.93
                                                                                                                                                                                                          =====              =====




                                                            Three Months Ending

    In millions, except per share amounts                   September 30, 2017
    -------------------------------------                   ------------------


    Income before income tax provision                                          $2,004 $2,077

    Non-GAAP adjustments:

    Amortization of intangible assets                                              205    205

    Acquisition-related integration costs                                           15     15

    Charge in connection with store rationalization                                 10     10

    Loss on settlement of defined benefit pension plan                             220    220
                                                                                   ---    ---

    Adjusted income before income tax provision                                  2,454  2,527

    Adjusted income tax provision                                                  956    988
                                                                                   ---    ---

    Adjusted income from continuing operations                                   1,498  1,539

    Net income attributable to noncontrolling interest                               -     -

    Adjusted income allocable to participating securities                          (3)   (3)
                                                                                   ---    ---

    Adjusted income from continuing operations attributable
     to CVS Health                                                              $1,495 $1,536
                                                                                ====== ======


    Weighted average diluted shares outstanding                                  1,020  1,021

    Adjusted earnings per share                                                  $1.47  $1.50
                                                                                 =====  =====



                                                                                              Free Cash Flow Guidance

                                                                                                    (Unaudited)


    The following reconciliation of net cash provided by operating activities to free cash flow contains forward-looking information. All forward-looking information involves risks
     and uncertainties. Actual results may differ materially from those contemplated by the forward-looking information for a number of reasons as described in our Securities and
     Exchange Commission filings, including those set forth in the Risk Factors section and under the section entitled "Cautionary Statement Concerning Forward-Looking Statements"
     in our most recently filed Annual Report on Form 10-K and Quarterly Report on Form 10-Q. See also previous discussion at "Non-GAAP Financial Measures" for more information on
     how we calculate Free Cash Flow.



                                                                                                                                   Year Ending

    In millions                                                                                                                 December 31, 2017
    -----------                                                                                                                 -----------------

    Net cash provided by operating activities                                                                                                                      $7,700              $8,600

    Subtract: Additions to property and equipment                                                                                                                 (2,000)            (2,400)

    Add: Proceeds from sale-leaseback transactions                                                                                                                    300                 200
                                                                                                                                                                      ---                 ---

    Free cash flow                                                                                                                                                 $6,000              $6,400
                                                                                                                                                                   ======              ======

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SOURCE CVS Health Corporation