Allegations
(a) by the end of 2017, CVS's financial condition and expected earnings had deteriorated as a result of rising costs and poor results being experienced in the long-term care ("LTC") unit associated with the 2015 acquisition of Omnicare; (b) in 2017, deteriorating conditions and prospects in CVS 's LTC unit prompted CVS to undertake hasty acquisitions of LTC pharmacies to compensate for the declining LTC business and/or mask the expected LTC goodwill impairment ahead of the planned Acquisition; (c) although negative LTC performance factors prompted CVS and the CVS Individual Defendants to make hasty LTC pharmacy acquisitions in 2017, those same negative factors were being overlooked and ignored for purposes of undertaking, disclosing, and reporting the results of LTC goodwill impairment tests throughout 2017, in violation of GAAP; (d) the LTC goodwill being carried on CVS's books as a result of the Omnicare acquisition was being carried at inflated values that would require billions of dollars in impairment charges that would be charged against earnings; and (e) as a result of the foregoing, CVS's true business metrics and financial prospects were not as the Offering Documents represented.