Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
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2: EX-10.HH Material Contract HTML 55K
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Investment
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31: R11 Cost of Sales and Selling, General and HTML 45K
Administrative Expenses
32: R12 Consideration Received from Vendors HTML 40K
33: R13 Advertising Costs HTML 48K
34: R14 Pharmacy Transaction HTML 63K
35: R15 Discontinued Operations HTML 63K
36: R16 Restructuring Initiatives HTML 39K
37: R17 Credit Card Profit Sharing HTML 39K
38: R18 Fair Value Measurements HTML 75K
39: R19 Cash and Cash Equivalents HTML 51K
40: R20 Inventory HTML 41K
41: R21 Other Current Assets HTML 47K
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43: R23 Other Noncurrent Assets HTML 48K
44: R24 Goodwill and Intangible Assets HTML 73K
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46: R26 Accrued and Other Current Liabilities HTML 54K
47: R27 Commitments and Contingencies HTML 45K
48: R28 Notes Payable and Long-Term Debt HTML 68K
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56: R36 Pension and Postretirement Health Care Plans HTML 191K
57: R37 Accumulated Other Comprehensive Income HTML 62K
58: R38 Segment Reporting HTML 81K
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60: R40 Summary of Accounting Policies (Policies) HTML 151K
61: R41 Cost of Sales and Selling, General and HTML 46K
Administrative Expenses Cost of Sales and Selling,
General and Administrative Expenses (Tables)
62: R42 Advertising Costs (Tables) HTML 47K
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64: R44 Discontinued Operations (Tables) HTML 61K
65: R45 Fair Value Measurements (Tables) HTML 78K
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Equivalents (Tables)
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68: R48 Property and Equipment (Tables) HTML 41K
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71: R51 Accrued and Other Current Liabilities (Tables) HTML 54K
72: R52 Notes Payable and Long-Term Debt (Tables) HTML 67K
73: R53 Leases (Tables) HTML 76K
74: R54 Income Taxes (Tables) HTML 112K
75: R55 Other Noncurrent Liabilities (Tables) HTML 50K
76: R56 Share Repurchase (Tables) HTML 47K
77: R57 Share-Based Compensation (Tables) HTML 107K
78: R58 Defined Contribution Plans (Tables) HTML 52K
79: R59 Pension and Postretirement Health Care Plans HTML 196K
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80: R60 Accumulated Other Comprehensive Income (Tables) HTML 60K
81: R61 Segment Reporting (Tables) HTML 81K
82: R62 Quarterly Results (Unaudited) (Tables) HTML 231K
83: R63 Summary of Accounting Policies (Details) HTML 41K
84: R64 Revenues (Details) HTML 55K
85: R65 Cost of Sales and Selling, General and HTML 50K
Administrative Expenses Cost of Sales and Selling,
General and Administrative Expenses (Details)
86: R66 Advertising Costs (Details) HTML 43K
87: R67 Pharmacy Transaction - Narrative (Details) HTML 51K
88: R68 Pharmacy Transaction - Schedule of Gain on HTML 61K
Pharmacies and Clinics Transaction (Details)
89: R69 Discontinued Operations - Narrative (Details) HTML 49K
90: R70 Discontinued Operations - Schedule of HTML 57K
Income/(Loss) on Discontinued Operations (Details)
91: R71 Restructuring Initiatives - Narrative (Details) HTML 43K
92: R72 Credit Card Profit Sharing (Details) HTML 39K
93: R73 Fair Value Measurements - Schedule of Fair Value HTML 63K
Measurements - Recurring Basis (Details)
94: R74 Fair Value Measurements - Schedule of Significant HTML 43K
Financial Instruments not Measured at Fair Value
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95: R75 Cash and Cash Equivalents (Details) HTML 56K
96: R76 Inventory (Details) HTML 39K
97: R77 Other Current Assets (Details) HTML 47K
98: R78 Property and Equipment (Details) HTML 57K
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100: R80 Goodwill and Intangible Assets - Narrative HTML 60K
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101: R81 Goodwill and Intangible Assets - Schedule of HTML 64K
Intangible Assets (Details)
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Estimated Amortization Expense (Details)
103: R83 Accounts Payable (Details) HTML 40K
104: R84 Accrued and Other Current Liabilities (Details) HTML 62K
105: R85 Commitments and Contingencies - Narrative HTML 53K
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106: R86 Notes Payable and Long-Term Debt - Narrative HTML 87K
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107: R87 Notes Payable and Long-Term Debt - Schedule of HTML 66K
Carrying Value and Maturities of Debt Portfolio
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108: R88 Notes Payable and Long-Term Debt - Schedule of HTML 50K
Required Principal Payments (Details)
109: R89 Derivative Financial Instruments - Narrative HTML 67K
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110: R90 Leases - Narrative (Details) HTML 61K
111: R91 Leases - Schedule of Rent Expense (Details) HTML 43K
112: R92 Leases - Schedule of Future Minimum Lease Payments HTML 117K
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113: R93 Income Taxes - Narrative (Details) HTML 70K
114: R94 Income Taxes - Schedule of Tax Rate Reconciliation HTML 60K
- Continuing Operations (Details)
115: R95 Income Taxes - Schedule of Provision for Income HTML 72K
Taxes (Details)
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Asset/(Liability) (Details)
117: R97 Income Taxes - Schedule of Reconciliation of HTML 49K
Liability for Unrecognized Tax Benefits (Details)
118: R98 Other Noncurrent Liabilities (Details) HTML 57K
119: R99 Share Repurchase - Schedule of Share Repurchases HTML 44K
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120: R100 Share-Based Compensation - Narrative (Details) HTML 103K
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Stock Activity and Performance Share Unit Activity
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Option Activity (Details)
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Option Exercises (Details)
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125: R105 Pension and Postretirement Health Care Plans - HTML 50K
Schedule of Recognition of Funded/(Underfunded)
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Schedule of Estimated Future Benefit Payments
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Schedule of Net Pension Benefit Expense (Details)
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Schedule of Benefit Obligation Weighted Average
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129: R109 Pension and Postretirement Health Care Plans - HTML 46K
Schedule of Net Periodic Benefit Expense Weighted
Average Assumptions (Details)
130: R110 Pension and Postretirement Health Care Plans - HTML 76K
Narrative (Details)
131: R111 Pension and Postretirement Health Care Plans - HTML 58K
Schedule of Change in Projected Benefit Obligation
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132: R112 Pension and Postretirement Health Care Plans - HTML 57K
Schedule of Change in Plan Assets (Details)
133: R113 Pension and Postretirement Health Care Plans - HTML 60K
Schedule of Asset Category (Details)
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Schedule of Fair Value Measurements (Details)
135: R115 Pension and Postretirement Health Care Plans - HTML 54K
Schedule of Amounts in Accumulated Other
Comprehensive Income (Details)
136: R116 Accumulated Other Comprehensive Income (Details) HTML 88K
137: R117 Segment Reporting - Schedule of Business Segment HTML 79K
Results (Details)
138: R118 Segment Reporting - Schedule of Total Assets by HTML 43K
Segments (Details)
139: R119 Quarterly Results (Unaudited) - Schedule of HTML 119K
Quarterly Results (Details)
140: R120 Quarterly Results (Unaudited) - Summary of Sales HTML 59K
by Product Category (Details)
142: XML IDEA XML File -- Filing Summary XML 257K
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This Second Amendment to Pharmacy Operating Agreement (this “Amendment”) is made as of January 9, 2018 (the “Amendment Effective Date”) between Target Corporation, a Minnesota corporation (“Target”) and CVS Pharmacy,
Inc., a Rhode Island corporation (“CVS”).
WHEREAS, Target and CVS entered into that certain Pharmacy Operating Agreement, dated as of December 15, 2015 (the “Pharmacy Operating Agreement”) as amended by that certain Amendment to Pharmacy Operating Agreement dated November 30, 2016.
WHEREAS, Target and CVS desire to amend certain provisions of the Pharmacy Operating Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, as well as other
good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, Target and CVS agree as follows:
1.Defined Terms. Each capitalized term used but not defined in this Amendment has the meaning assigned to that term in the Pharmacy Operating Agreement.
2.Section 1.86 - Store. In Section 1.86 (entitled “Store”), the last clause of such section, beginning with the word “provided”, shall be deleted and replaced in its entirety with the following: “provided that a Store at which a Store Closure takes place shall not be included in the definition of a Store as of the date of the Store Closure or, in the case of a Store Closure governed by Section 4.7 hereof, the
date upon which the License or Lease for the Pharmacy Space terminates as provided in said Section 4.7.”
3.Section 2.6 – Operating Agreement. A new Section 2.6 shall be added to the Agreement as follows:
“Target will use reasonable efforts to drive awareness with Target team members of the Pharmacy located in Target’s headquarters at least once annually, including, by way of example and not limitation, utilizing headquarters clinic events and Target headquarters team member benefit communication channels to inform and/or remind Target team members of the Pharmacy.”
4.Section 4.7(a) – Closure by Target.
Section 4.7(a)(which is part of Section 4.7, entitled “Closure by Target”) shall be deleted in its entirety and replaced with the following:
“(a) Target shall provide CVS with at least three (3) months’ prior written notice (email to CVS relationship manager acceptable) of its intent to conduct a Store Closure, which notice shall include the subject Store’s scheduled closing date (the “Scheduled Store Closure Date”). Upon receipt of such written notice and subject to Laws (including any applicable notice periods with respect to Patients), CVS may elect to cease operating a Pharmacy and providing Pharmacy Services within the Store that is the subject of the closure notice up to eight (8) weeks prior to the Scheduled Store Closure Date. CVS shall provide Target with at least two (2) weeks prior written notice (email to Target
relationship manager acceptable) of the date on which CVS will cease operating a Pharmacy and providing Pharmacy Services within the Store that is the subject of the closure notice. In the event of such an election by CVS to
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cease operating a Pharmacy and providing Pharmacy Services prior to the Scheduled Store Closure Date, (i)
notwithstanding anything to the contrary in this Agreement or the Master Occupancy Agreement between the Parties, CVS shall pay Occupancy Costs related to such Store through the date upon which CVS ceases operating a Pharmacy and providing Pharmacy Services within the Store (the “Pharmacy
Closure Date”); (ii) no later than the date (referred to herein as the “Section 4.7(a) Surrender Date”) that is the sooner of (x) four (4) weeks after the Pharmacy Closure Date, (y) two weeks after the Scheduled Store Closure Date, or (z) the date of expiration of Target’s occupancy rights related to the Store, CVS shall remove all of CVS’s equipment, devices, products (including, without limitation, CVS Products), inventory, records and other properties of CVS from the Pharmacies and any other areas of the Store that CVS was authorized to use, such as permitted storage areas pursuant to Section 12.4(d) and surrender the Pharmacy Space to Target in accordance with Section 17(a) of the Master Occupancy Agreement; and (iii) upon the Section 4.7(a) Surrender Date or any earlier date by which CVS has fulfilled the requirements of clause (ii) above, the License or Lease for the affected Pharmacy Space will
terminate solely with respect to such Pharmacy Space without terminating this Agreement in its entirety.”
5.Section 4.7(c) – Closure by Target. Section 4.7(c)(which is part of Section 4.7, entitled “Closure by Target”) shall be deleted in its entirety and replaced with the following:
“(c) Subject to the foregoing, upon the Scheduled Store Closure Date, CVS shall cease operations in the Pharmacy Space (if not previously ceased pursuant to Section 4.7(a)) subject to Laws (including any applicable notice periods with respect to Patients). In addition, (i) no later than the date (referred to herein as the “Section 4.7(c) Surrender Date”) that is the sooner of (x) two weeks after the Scheduled
Store Closure Date, or (y) the date of expiration of Target’s occupancy rights related to the Store, CVS shall remove all of CVS’s equipment, devices, products (including, without limitation, CVS Products), inventory, records and other properties of CVS from the Pharmacies and any other areas of the Store that CVS was authorized to use, such as permitted storage areas pursuant to Section 12.4(d) and surrender the Pharmacy Space to Target in accordance with Section 17(a) of the Master Occupancy Agreement; and (ii) upon the Section 4.7(c) Surrender Date or any earlier date by which CVS has fulfilled the requirements of clause (i) above, the License or Lease for the affected Pharmacy Space will terminate solely with respect to such Pharmacy Space without terminating this Agreement in its entirety. Subject to Laws, CVS shall have sole discretion with respect to the transition of Patients and pharmacy records resulting from a Store Closure; provided, however, CVS shall promptly
notify Target regarding the disposition of the Patient files and Pharmacy Records from a Store that is the subject of a closure notice, including specifically whether such files were transferred to another Pharmacy location, a CVS retail pharmacy not located in a Store, or a third party.”
6.Section 8.1(c) – Chief Compliance Officers. Section 8.1(c)(entitled “Chief Compliance Officers”) shall be deleted and replaced in its entirety with the following:
“Chief Compliance Officers. The Chief Compliance Officers of CVS and Target (or their delegates) shall meet during the term of this Agreement at such times and places agreed to between the Chief Compliance Officers or their delegates (with
additional meetings or reporting as agreed to between the Chief Compliance Officers or their delegates), for the purposes of discussing compliance issues and mutual cooperation of the Parties to ensure effective operation of each Party’s respective corporate compliance program.”
7.Section 8.9 - Hours. The following shall be added at the end of Section 8.9 (entitled “Hours”): “Notwithstanding anything herein to the contrary, the operating hours of a Pharmacy located within
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Target’s headquarters shall be identical to or, at CVS’
sole election, extended beyond the operating hours of any healthcare clinic located in the same Target headquarters location; provided, however, in no event will such Pharmacy be required to have operating hours commencing prior to 7 a.m. or ending after 5 p.m. By January 1 of each calendar year, Target will provide CVS with the proposed plan for the headquarters clinic operating hours, including holiday operating hours, for that calendar year. Target agrees to further provide CVS with not less than eight (8) weeks prior notice of any changes to the headquarters clinic operating hours, including holiday operating hours.”
8.Section 10.1 - Marketing. In Section 10.1 (which is part of Section 10, entitled “Marketing”), the second and third sentences shall be deleted and replaced in their entirety with the following:
“The
Marketing Committee members appointed by CVS shall have the titles of Senior Vice President, Vice President or Interim Vice President, Marketing and Senior Director or Director, Marketing. The Marketing Committee members appointed by Target shall have the titles Senior Vice President or Vice President, Marketing and Senior Director or Director, Marketing.”
9.Miscellaneous. Except as specifically modified herein, all other terms, conditions, and provisions of the Agreement shall remain in full force and effect. Each party represents and warrants that it has the full capacity, right, power and authority to execute, deliver and perform the Pharmacy Operating Agreement as amended herein and that all required actions, consents and approvals therefor have been duly taken and obtained. This Amendment may be executed in counterparts,
all of which together constitute one and the same instrument and facsimile or electronically delivered signatures shall be deemed original signatures.
This Amendment is entered into as of the Amendment Effective Date.
