TELADOC HEALTH, INC. : Costs Associated with Exit or Disposal Activities, Financial Statements and Exhibits (form 8-K)

Item 2.05. Costs Associated with Exit or Disposal Activities.

On January 18, 2023, Teladoc Health, Inc. (the “Company”) announced a
restructuring plan intended to reduce operating costs. In addition, the Company
underwent certain other cost-saving actions taken during the latter part of the
fourth quarter of 2022. The combination of these actions results in a reduction
of the Company’s workforce of approximately 6 percent, and office space
reductions within certain markets. The fourth quarter actions did not have a
material impact on 2022 financial operating results. Decisions regarding the
elimination of positions are subject to local law and consultation requirements
in certain countries, as well as the Company’s business needs.

In conjunction with earlier cost-saving actions, the Company incurred
approximately $4.4 million in pre-tax charges in the fourth quarter of 2022,
consisting of approximately $2 million in costs related to employee transition,
severance payments, employee benefits, and related costs, and approximately $2.4
million in exit costs associated with the office space reductions. In connection
with the restructuring plan, the Company expects to incur approximately $17
million in pre-tax charges in 2023, consisting of approximately $9 million
substantially related to employee transition, severance payments, employee
benefits, and related costs expected to be realized in the first quarter of
2023, and approximately $8 million of exit costs associated with office space
reductions expected to occur by the second quarter of 2023. Of the aggregate
amount of pre-tax charges that the Company estimates it will incur in 2023,
approximately $10 million are expected to result in future cash expenditures
related to the workforce reductions. In addition to these charges, the Company
expects a reduction in stock-based compensation of approximately $6 million in
the first quarter of 2023 associated with forfeited stock awards.

The estimates of the charges and expenditures that the Company expects to incur
in connection with the restructuring plan, and the timing thereof, are subject
to a number of assumptions, including local law requirements in various
jurisdictions, and actual amounts may differ materially from estimates.

In addition, the Company may incur other charges or cash expenditures not
currently contemplated due to unanticipated events that may occur, including in
connection with the implementation of the restructuring plan.

A letter to the Company’s employees from Jason Gorevic, the Company’s chief
executive officer, regarding these actions is attached to this Current Report on
Form 8-K as Exhibit 99.1 and is incorporated by reference.

Cautionary Note Regarding Forward-Looking Statements

This report contains “forward-looking statements” within the meaning of the safe
harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995.
Forward-looking statements can be identified by words such as: “anticipate,”
“intend,” “plan,” “believe,” “project,” “estimate,” “expect,” “may,” “should,”
“will” and similar references to future periods. Examples of forward-looking
statements include, among others, statements we make regarding the Company’s
expectations regarding the costs, benefits, timing and financial impacts from
the restructuring plan.

Forward-looking statements are neither historical facts nor assurances of future
performance. Instead, they are based only on our current beliefs, expectations
and assumptions regarding the future of our business, future plans and
strategies, projections, anticipated events and trends, the economy and other
future conditions. Because forward-looking statements relate to the future, they
are subject to inherent uncertainties, risks and changes in circumstances that
are difficult to predict and many of which are outside of our control. Our
actual results and financial condition may differ materially from those
indicated in the forward-looking statements. Important factors that could cause
our actual results and financial condition to differ materially from those
indicated in the forward-looking statements include, among others, the
following: (i) changes in laws and regulations applicable to our business model;
(ii) changes in market conditions and receptivity to our services and offerings;
(iii) results of litigation or regulatory actions; (iv) the loss of one or more
key clients; (v) changesin valuations or useful lives of our assets; (vi)
changes to our abilities to recruit and retain qualified providers into our
network; (vii) the impact of and risk related to impairment losses with respect
to goodwill, intangibles or other assets; and (viii) the impact of the COVID-19
pandemic on our operations, demand for our services and general economic
conditions, as well as orders, directives and legislative action by local,
state, federal and foreign governments in response to the spread of COVID-19.
For a detailed discussion of the risk factors that could affect our actual
results, please refer to the risk factors identified in our SEC reports,
including, but not limited to, our Annual Report on Form 10-K and Quarterly
Reports on Form 10-Q, as filed with the SEC.

Any forward-looking statement made by us in this report is based only on
information currently available to us and speaks only as of the date on which it
is made. We undertake no obligation to publicly update any forward-looking
statement, whether written or oral, that may be made from time to time, whether
as a result of new information, future developments or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.                                  Description
   99.1            Letter to Teladoc Health, Inc. employees from Jason Gorevic, dated
                 January 18, 2023.
    104          The cover page of this Current Report on Form 8-K formatted as
                 Inline XBRL.

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