CVS Health (CVS) risk factors, FY2024 10-K

Risks Relating to Our Businesses

1. 01Risks From Changes in Public Policy and Other Legal and Regulatory Risks
2. 02Risks Associated with Mergers, Acquisitions, and Divestitures
3. 03Adverse economic conditions in the U.S. and abroad can materially and adversely impact our businesses, operating results, cash flows and financial condition
4. 04Each of our segments operates in a highly competitive and evolving business environment; and operating income in the industries in which we compete may decline
5. 05Our Health Care Delivery Businesses Face Unique Risks
6. 06We can provide no assurance that we will be able to compete successfully on Public Exchanges or that our pricing or other actions will result in the profitability of our Public Exchange products
7. 07A change in our Health Care Benefits product mix may adversely affect our profit margins
8. 08Negative public perception of the industries in which we operate, or of our industries’ or our practices, can adversely affect our businesses, operating results, cash flows and prospects
9. 09We must maintain and improve our relationships with our retail and specialty pharmacy customers and increase the demand for our products and services, including proprietary brands
10. 10We face risks relating to the availability, pricing and safety profiles of prescription drugs that we purchase and sell
11. 11We are exposed to risks relating to the solvency of other insurers
12. 12Extreme events, or the threat of extreme events, could materially impact our businesses
13. 13We may be unable to achieve our corporate responsibility and sustainability goals
14. 14We are subject to potential changes in public policy, laws and regulations, including reform of the U.S. health care system and entitlement programs, which could have a material adverse effect on our businesses, operations and/or operating results
15. 15If we fail to comply with applicable laws and regulations, many of which are highly complex, we could be subject to significant adverse regulatory actions, including monetary penalties, or suffer brand and reputational harm
16. 16If our compliance or other systems and processes fail or are deemed inadequate, we may suffer brand and reputational harm and become subject to contractual damages, regulatory actions and/or litigation
17. 17We frequently are subject to regular and special governmental audits, investigations and reviews that could result in changes to our business practices and also could result in material refunds, fines, penalties, civil liabilities, criminal liabilities and other sanctions
18. 18Our risk profile is changing as we offer new products and services and expand in business areas beyond our historical businesses, and we may face increased regulatory risks related to our vertical integration strategy
19. 19We face unique regulatory and other challenges that may inhibit the profitability of our Medicare and Medicaid businesses
20. 20Programs funded in whole or in part by the U.S. federal government account for a significant portion of our revenues, and we expect that percentage to increase
21. 21Possible changes in industry pricing benchmarks and drug pricing generally can adversely affect our PBM and Pharmacy & Consumer Wellness businesses
22. 22We may not be able to obtain adequate premium rate increases in our Insured Health Care Benefits products, which would have an adverse effect on our revenues, MBRs and operating results and could magnify the adverse impact of increases in health care and other benefit costs and of ACA assessments, fees and taxes
23. 23Minimum MLR rebate requirements limit the level of margin we can earn in our Insured Health Care Benefits products while leaving us exposed to higher than expected medical costs. Challenges to our minimum MLR rebate methodology and/or reports could adversely affect our operating results
24. 24Our operating results may be adversely affected by changes in laws and policies governing employers and by union organizing activity
25. 25We face international political, legal and compliance, operational, regulatory, economic and other risks that may be more significant than in our domestic operations
26. 26We may be unable to successfully integrate companies we acquire
27. 27We may pursue acquisitions, joint ventures, strategic alliances and other inorganic growth opportunities, as well as strategic divestitures, which may be unsuccessful, cause us to assume unanticipated liabilities, disrupt our existing businesses, be dilutive or lead us to assume significant debt, among other things

Risks Related to Our Operations

1. 28Failure to meet customer expectations may harm our brand and reputation, our ability to retain and grow our customer base and membership and our operating results and cash flows
2. 29We and our vendors have experienced and continue to experience cyberattacks. We can provide no assurance that we or our vendors will be able to detect, prevent or contain the effects of such attacks or other information security (including cybersecurity) risks or threats in the future
3. 30Data governance failures can adversely affect our reputation, businesses and prospects. Our use and disclosure of members’, customers’ and other constituents’ personal information is subject to complex regulations at multiple levels
4. 31The failure or disruption of our information technology systems or the failure of our information technology infrastructure to support our businesses could adversely affect our reputation, businesses, operating results and cash flows
5. 32Our business success and operating results depend in part on effective information technology systems and on continuing to develop and implement improvements in technology. Pursuing multiple initiatives simultaneously could make this continued development and implementation significantly more challenging
6. 33Product liability, product recall, professional liability or personal injury issues could damage our reputation and have a significant adverse effect on our businesses, operating results, cash flows and/or financial condition
7. 34We face significant competition in attracting and retaining talented employees. Further, managing succession for, and retention of, key executives is critical to our success, and our failure to do so could adversely affect our businesses, operating results and/or future performance
8. 35Failure of our businesses to effectively collaborate could prevent us from maximizing our operating results
9. 36We are subject to payment-related risks that could increase our operating costs, expose us to fraud or theft, subject us to new rules and other requirements and potential liability and may disrupt our business operations
10. 37Both our and our vendors’ operations are subject to a variety of business continuity hazards and risks, any of which could interrupt our operations or otherwise adversely affect our performance and operating results

Financial Risks

1. 38We would be adversely affected if we do not effectively deploy our capital. Downgrades or potential downgrades in our credit ratings, should they occur, could adversely affect our brand and reputation, businesses, operating results, cash flows and financial condition
2. 39Goodwill and other intangible assets could, in the future, become impaired
3. 40Adverse conditions in the U.S. and global capital markets can significantly and adversely affect the value of our investments in debt and equity securities, mortgage loans, alternative investments and other investments, and our operating results and/or our financial condition

Risks Related to Our Relationships with Manufacturers, Providers, Suppliers and Vendors

1. 41We face risks relating to the market availability, pricing, suppliers and safety profiles of prescription drugs and other products that we purchase and sell
2. 42Our operating results may be adversely affected if we are unable to contract with providers on competitive terms and develop and maintain attractive networks with high quality providers
3. 43If our suppliers or service providers fail to meet their contractual obligations to us or to comply with applicable laws or regulations, we may be exposed to brand and reputational harm, litigation and/or regulatory action
4. 44We may experience increased medical and other benefit costs, litigation risk and customer and member dissatisfaction when providers that do not have contracts with us render services to our Health Care Benefits members
5. 45Continuing consolidation and integration among providers and other suppliers may increase our medical and other covered benefits costs, make it difficult for us to compete in certain geographies and create new competitors