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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): |
January 5, 2024 |
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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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. |
☐ |
Item 2.02 Results of Operations and Financial Condition.
On January 8, 2024, members of the
senior management team of CVS Health Corporation (“CVS Health,” the “Company,” “we” or “our”)
will meet with investors and will participate in a webcast at 10:30 a.m. (Eastern Time). During the meetings and webcast,
the senior management team will reaffirm the Company’s previously announced full-year 2023 GAAP diluted earnings per share (“EPS”)
guidance range of $6.37 to $6.61 and its full-year 2023 Adjusted EPS guidance range of $8.50 to $8.70. The Company expects its full-year
2023 Adjusted EPS to be in the upper half of the guidance range. In addition, the Company will reaffirm its full-year 2023 cash flow
from operations guidance at the upper end of its $12.5 billion to $13.5 billion guidance range.
The Company will reaffirm its
previously announced full-year 2024 GAAP diluted EPS guidance of at least $7.26, its full-year 2024 Adjusted EPS guidance of at
least $8.50 and its full-year 2024 cash flow from operations guidance of at least $12.5 billion.
During the fourth quarter of 2023, the Company entered into a $3.0 billion
fixed dollar accelerated share repurchase transaction, which became effective on January 3, 2024.
We expect our total Medicare Advantage (“MA”) membership to
grow by at least 800,000 in 2024. During the annual enrollment period for 2024, our Individual MA and dual eligible
special needs enrollment exceeded our expectations. Our stronger than expected 2024 MA enrollment is driven by factors including strong new sales and retention of existing Aetna MA members,
with a higher than historical proportion of new sales coming from competitor MA plans.
An audio webcast of the presentation will be broadcast simultaneously for
all interested parties through the Investor Relations portion of the CVS Health website at http://investors.cvshealth.com. The accompanying
presentation materials are available on the website and will be archived for one year along with a replay of the webcast.
Our financial closing procedures for the full-year 2023 are not yet complete
and, as a result, our actual results may change as a result of such financial closing procedures, final adjustments, management’s
review of results, and other developments that may arise between now and the time our financial results for the full-year 2023 are finalized,
and our results could be outside of the ranges set forth above.
Non-GAAP Financial Measures
This Current Report on Form 8-K includes estimated and projected Adjusted
EPS, which represent non-GAAP financial measures. The Company uses non-GAAP financial measures to analyze underlying business performance
and trends. The Company believes that providing non-GAAP financial measures enhances the Company’s and investors’ ability
to compare the Company’s past financial performance with its current performance. Non-GAAP financial measures should not be considered
a substitute for, or superior to, financial measures determined or calculated in accordance with GAAP. The Company’s definitions
of its non-GAAP financial measures may not be comparable to similarly titled measures reported by other companies. The most directly comparable
GAAP measures are estimated and projected GAAP diluted EPS.
Estimated and projected GAAP diluted EPS and estimated and projected Adjusted
EPS, respectively, are calculated by dividing estimated or projected net income attributable to CVS Health and estimated or projected
adjusted income attributable to CVS Health by the Company’s estimated or projected weighted average diluted shares outstanding.
The Company defines adjusted income attributable to CVS Health as net income attributable
to CVS Health (GAAP measure) excluding the impact of amortization of intangible assets, net realized capital gains or losses and other
items, if any, that neither relate to the ordinary course of the Company’s business nor reflect the Company’s underlying business
performance, such as acquisition-related transaction and integration costs, restructuring charges, office real estate optimization charges,
losses on assets held for sale, as well as the corresponding tax benefit or expense
related to the items excluded from adjusted income attributable to CVS Health and certain discrete tax items.
The following are reconciliations of projected
GAAP diluted EPS to projected Adjusted EPS:
| |
Year Ending
December 31,
|
| |
2024E |
|
2023E |
| |
At Least |
|
Low |
|
High |
| In millions, except per share amounts |
Per Common Share |
| Net income attributable to CVS Health (GAAP measure) |
$ 7.26 |
|
$ 6.37 |
|
$ 6.61 |
| Non-GAAP adjustments: |
|
|
|
|
|
| Amortization of intangible assets |
1.58 |
|
1.48 |
|
1.47 |
| Net realized capital (gains) losses |
— |
|
0.27 |
|
0.27 |
| Acquisition-related transaction and integration costs (1) |
0.18 |
|
0.34 |
|
0.32 |
| Restructuring charges (2) |
— |
|
0.39 |
|
0.39 |
| Office real estate optimization charges (3) |
— |
|
0.06 |
|
0.05 |
| Loss on assets held for sale (4) |
— |
|
0.27 |
|
0.27 |
| Tax impact of non-GAAP adjustments (5) |
(0.52) |
|
(0.68) |
|
(0.68) |
| Adjusted income attributable to CVS Health |
$ 8.50 |
|
$ 8.50 |
|
$ 8.70 |
| |
|
|
|
|
|
| Weighted average diluted shares outstanding |
1,263 |
|
1,291 |
|
1,291 |
| (1) | During 2024 and 2023, the acquisition-related transaction and integration
costs relate to the acquisitions of Signify Health and Oak Street Health. |
| (2) | During 2023, the restructuring charges are primarily comprised of severance
and employee-related costs, asset impairment charges and a stock-based compensation charge. During the second quarter of 2023, the Company
developed an enterprise-wide restructuring plan intended to streamline and simplify the organization, improve efficiency and reduce costs.
In connection with the development of this plan and the recently completed acquisitions of Signify Health and Oak Street Health, the Company
also conducted a strategic review of its various transformation initiatives and determined that it would terminate certain initiatives. |
| (3) | During 2023, the office real estate optimization charges primarily relate
to the abandonment of leased real estate and the related right-of-use assets and property and equipment in connection with the planned
reduction of corporate office real estate space in response to the Company’s new flexible work arrangement. |
| (4) | During 2023, the loss on assets held for sale relates to the Company’s
LTC reporting unit within the Pharmacy & Consumer Wellness segment. During 2022, the Company determined that its LTC business was
no longer a strategic asset and committed to a plan to sell it, at which time the LTC business met the criteria for held-for-sale accounting
and its net assets were accounted for as assets held for sale. The carrying value of the LTC business was determined to be greater than
its estimated fair value less costs to sell and, accordingly, the Company recorded a loss on assets held for sale during the year ended
December 31, 2022. During the first quarter of 2023, a loss on assets held for sale was recorded to write down the carrying value of the
LTC business to the Company’s best estimate of the ultimate selling price which reflects its estimated fair value less costs to
sell. As of September 30, 2023, the Company determined the LTC business no longer met the criteria for held-for-sale accounting and accordingly
the net assets associated with the LTC business were reclassified to held and used at their respective fair values. |
| (5) | Represents the corresponding tax benefit or expense related to the items
excluded from Adjusted EPS above. The nature of each non-GAAP adjustment is evaluated to determine whether a discrete adjustment should
be made to the adjusted income tax provision. |
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Thomas
F. Cowhey as Executive Vice President and Chief Financial Officer
The Board of Directors (the
“Board”) of CVS Health appointed Thomas F. Cowhey to serve as CVS Health’s Executive Vice President and Chief Financial
Officer, effective January 5, 2024. Mr. Cowhey has been serving as CVS Health’s interim Chief Financial Officer since October 13,
2023. Mr. Cowhey’s business experience was previously disclosed in Item 5.02 of CVS Health’s Current Report on Form 8-K filed
on October 16, 2023.
In connection with his appointment,
Mr. Cowhey will receive a base salary of $1 million and will be eligible for a target annual cash incentive of 150% of eligible earnings
and target annual equity award of $5.5 million. The equity award will have the same terms and form as CVS Health’s annual equity
awards and will be granted on April 1, 2024, the terms and form of which will be determined by the Management Planning and Development
Committee of the Board in the ordinary course in February and March 2024. Mr. Cowhey has also entered into CVS Health’s customary
change in control agreement for executives and a restrictive covenant agreement which includes, among other things, non-competition and
non-solicitation covenants for the 18-month period following his employment with CVS Health.
Departure of Shawn M.
Guertin as Executive Vice President, Chief Financial Officer and President of Health Services
On January 5, 2024, CVS Health
also announced that Shawn M. Guertin, who, as previously disclosed, was on a personal leave of absence since October 13, 2023, will step
down from his role as CVS Health’s Executive Vice President, Chief Financial Officer and President of Health Services due to family
health reasons, effective immediately. Mr. Guertin will remain on a personal leave and is expected to leave CVS Health on May 31, 2024.
Item 7.01 Regulation
FD Disclosure
The Board also appointed
Mike Pykosz as President of Health Care Delivery, effective January 5, 2024. Mr. Pykosz has been serving as CVS Health’s interim
President of Health Care Delivery since October 13, 2023.
A copy of the press release
announcing, among other things, the events described in Item 5.02 above and the preceding paragraph of this Item 7.01 is furnished as
Exhibit 99.1 and hereby incorporated in this Item 7.01 by reference.
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
Cautionary Statement Concerning 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. Statements in this Current Report on Form 8-K that are
forward-looking include, but are not limited to, references to CVS Health’s estimates for certain financial metrics for full-year
2023 and 2024 and expectations related to Medicare Advantage membership growth presented in this Current Report on Form 8-K, all of which
are preliminary. By their nature, all forward-looking statements are not guarantees of future performance or results and are subject to
risks and uncertainties that are difficult to predict and/or quantify. Actual results may differ materially from those contemplated by
the forward-looking statements due to the risks and uncertainties described in our Securities and Exchange Commission filings, including
those set forth in the Risk Factors section and under the heading “Cautionary Statement Concerning Forward-Looking Statements”
in our most recently filed Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
You are cautioned not to place undue reliance on CVS Health’s forward-looking
statements. CVS Health’s forward-looking statements are and will be based upon management’s then-current views and assumptions
regarding preliminary financial estimates and projections, future events and operating performance, and are applicable only as of the
dates of such statements. CVS Health does not assume any duty to update or revise forward-looking statements, whether as a result of new
information, future events, uncertainties or otherwise.
The information in Items 2.02 and 7.01, and the press released furnished
herewith as 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.
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: |
January 5, 2024 |
By: |
/s/ Colleen M. McIntosh |
| |
|
|
Colleen M. McIntosh |
| |
|
|
Senior Vice President, Secretary and Chief Governance Officer |
| |
|
|
|
Exhibit
99.1
CVS Health Announces Leadership Appointments
Thomas F. Cowhey Named Chief Financial Officer
Mike Pykosz Named President of Health Care Delivery
WOONSOCKET, R.I., January 5, 2024 — CVS Health® (NYSE: CVS)
today announced several leadership updates, effective immediately:
| · | Senior Vice President of Corporate Finance and interim CFO,
Tom Cowhey, has been formally appointed the company’s next CFO. |
| · | CEO of Oak Street Health and interim lead of Health Care Delivery,
Mike Pykosz, has been formally appointed President of Health Care Delivery. |
| · | CVS Health announced on October 13, 2023 the interim appointments,
and that Shawn Guertin would be taking a leave of absence. Guertin will be stepping down from his roles due to family health reasons and
will remain on personal leave and will leave the company on May 31, 2024. |
“We are fortunate to have someone of Tom's caliber and experience already
within CVS Health today and ready to take on the role. His experience in health care is deep and broad, and he will drive continuity for
our strategy and delivering on our commitments,” said CVS Health President and CEO Karen S. Lynch. “Mike is a natural fit
to lead the execution of our health care delivery strategy. There is real innovation and value to be unlocked as Mike unifies our clinic-based
and home health assets. The Board and I are fully confident in Tom and Mike.”
Cowhey joined CVS Health in February of 2022. He previously served as Chief
Financial Officer of Surgery Partners Inc., and before that spent more than a decade at Aetna in various strategy and finance roles. Since
joining CVS Health, he has overseen investor relations, corporate development, treasury, and finance operations, working closely with
Lynch and the Executive Leadership Team to manage the company’s overall financial strategy.
Pykosz joined CVS Health following the acquisition of Oak Street Health on
May 2, 2023. As CEO and a co-founder of Oak Street, he built it into a leading multi-payor, value-based primary care platform. During
his time at CVS Health, Pykosz has been focused on continuing to run the Oak Street Health business, while also helping to unify all of
CVS Health’s care delivery assets.
Lynch continued, “We fully support Shawn and his need to prioritize
his family during this time. We thank Shawn for all the contributions he has made as a valuable member of our team.”
About CVS Health
CVS Health® is the leading health solutions company, delivering care
like no one else can. We reach more people and improve the health of communities across America through our local presence, digital channels
and over 300,000 dedicated colleagues – including more than 40,000 physicians, pharmacists, nurses and nurse practitioners. Wherever
and whenever people need us, we help them with their health – whether that’s managing chronic diseases, staying compliant
with their medications or accessing affordable health and wellness services in the most convenient ways. We help people navigate the
health care system – and their personal health care – by improving access, lowering costs and being a trusted partner for
every meaningful moment of health. And we do it all with heart, each and every day. Follow @CVSHealth on social media.
Media contact
Ethan Slavin
860-273-6095
SlavinE@cvshealth.com
Investor contact
Larry McGrath
800-201-0938
InvestorInfo@CVSHealth.com
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