Current Report Filing (8-k)
November 18 2021 - 9:07AM
Edgar (US Regulatory)
0000064803
false
0000064803
2021-11-17
2021-11-17
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
|
November
18, 2021 (November 17, 2021)
|
CVS HEALTH CORPORATION
(Exact name of registrant as specified in its
charter)
Delaware
|
001-01011
|
05-0494040
|
(State or other jurisdiction of
incorporation)
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
|
|
|
|
One CVS Drive, Woonsocket, Rhode Island
|
02895
|
(Address of principal executive offices)
|
(Zip Code)
|
|
|
Registrant’s telephone number, including area code:
|
(401) 765-1500
|
Former name or former address, if changed since last report:
|
N/A
|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, par value $0.01 per share
|
CVS
|
New York Stock Exchange
|
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
|
☐
|
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
|
☐
|
Section 2 - Financial Information
|
Item 2.06
|
Material Impairments
|
CVS Health Corporation (“CVS Health”), as part of its strategic review of its retail business, has announced the creation
of new formats for its stores to continue to drive higher engagement with customers. As part of this review, CVS Health has been evaluating
changes in population, consumer buying patterns and future health needs to ensure it has the right kinds of stores in the right locations
for consumers and for the business. In connection with this initiative, the Board of Directors of CVS Health, on November 17, 2021,
authorized the closing of approximately 900 stores over the next three years. It is expected that approximately 300 stores will be closed
each year. A large percentage of the CVS Health colleagues employed at the impacted stores are expected to be offered roles in other locations
or different opportunities. The aggregate number of stores that will be closed, the number that will be closed in each year and the time
period over which the store closures will occur may change.
CVS Health currently estimates that it expects to incur total impairment
charges of approximately $1.0 billion to $1.2 billion, and expects to record these charges as an impairment of operating lease right-of-use
assets and property and equipment in the three months and year ending December 31, 2021. The amount of this expected impairment is an
estimate, and the amount and timing of actual charges may vary due to a variety of factors. These costs incurred in connection with the
store closings largely relate to the asset impairment charges which are non-cash in nature.
Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure
On November 18, 2021, CVS Health issued a
press release announcing the steps it is taking to support its health care strategy, certain management changes in its retail segment
and its plan for store closures described in Item 2.06 of this Current Report on Form 8-K. In addition, CVS Health updated its full year
2021 guidance. The press release is furnished herewith as Exhibit 99.1 and hereby incorporated in this Item 7.01 by reference.
The information in Exhibit 99.1 of this Current
Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (as amended,
the “Exchange Act”) or otherwise subject to the liabilities of that Section, and shall not be or be deemed to be incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation
language in such filing.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
The exhibits to this Current Report on Form 8-K are as follows:
INDEX TO EXHIBITS
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
CVS HEALTH CORPORATION
|
|
|
|
Date: November 18, 2021
|
By:
|
/s/ Shawn M. Guertin
|
|
|
Shawn M. Guertin
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
CVS Health (NYSE:CVS)
Historical Stock Chart
From Aug 2024 to Sep 2024
CVS Health (NYSE:CVS)
Historical Stock Chart
From Sep 2023 to Sep 2024