UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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 ( |
(Exact name of registrant as specified in its charter)
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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:
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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).
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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
| Exhibit | Description | |
| 99.1 | Press Release of CVS Health Corporation dated November 18, 2021 | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |
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
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