Bond CVS Care Corp 6.25% ( US126650BJ87 ) in USD

CVS Care Corp

100 % ▼

United States

US126650BJ87 ( in USD )

6.25% per year ( payment 2 times a year)

31/05/2027

Prospectus brochure of the bond CVS Health Corp US126650BJ87 en USD 6.25%, maturity 31/05/2027

2 000 USD

1 000 000 000 USD

126650BJ8

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

01/12/2025 ( In 175 days )

CVS Health Corp is a healthcare company offering pharmacy services, health and wellness products, and a range of health care benefits management solutions.

The Bond issued by CVS Care Corp ( United States ) , in USD, with the ISIN code US126650BJ87, pays a coupon of 6.25% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/05/2027

The Bond issued by CVS Care Corp ( United States ) , in USD, with the ISIN code US126650BJ87, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by CVS Care Corp ( United States ) , in USD, with the ISIN code US126650BJ87, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Page 1 of 75
424B2 1 a2178132z424b2.htm 424B2
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CALCULATION OF REGISTRATION FEE
Maximum Aggregate
Amount of
Title of each class of securities Offered
Offering Price

Registration Fee(1)
Floating Rate Senior Notes due June 1, 2010
$1,750,000,000

$53,725
5.75% Senior Notes due June 1, 2017
$1,750,000,000

$53,725
6.25% Senior Notes due June 1, 2027
$1,000,000,000

$30,700
(1)
Calculated in accordance with Rule 457(r).
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Page 2 of 75
As filed Pursuant to Rule 424(b)(2)
Registration No. 333-143110
Prospectus Supplement
(To Prospectus Dated May 21, 2007)
$4,500,000,000

$1,750,000,000 Floating Rate Senior Notes due June 1, 2010
$1,750,000,000 5.750% Senior Notes due June 1, 2017
$1,000,000,000 6.250% Senior Notes due June 1, 2027
This is an offering by CVS Caremark Corporation of an aggregate of $1,750,000,000 of Floating Rate Senior Notes due
June 1, 2010, which we refer to as the "2010 Notes," an aggregate of $1,750,000,000 of 5.750% Senior Notes due June 1,
2017, which we refer to as the "2017 Notes" and an aggregate of $1,000,000,000 of 6.250% Senior Notes due June 1, 2027,
which we refer to as the "2027 Notes." We refer to the 2017 Notes and the 2027 Notes collectively as the "fixed rate notes."
We refer to the 2010 Notes, the 2017 Notes and the 2027 Notes collectively as the "notes."
We will pay interest on the 2010 Notes on March 1, June 1, September 1 and December 1 of each year beginning on
September 1, 2007. The 2010 Notes will bear interest at a floating rate equal to LIBOR plus 0.300% per year and will mature
on June 1, 2010. We may redeem the 2010 Notes, in whole or in part, at any time after December 1, 2008 at a redemption
price equal to 100% of the principal amount redeemed plus accrued and unpaid interest to the redemption date.
We will pay interest on the fixed rate notes on June 1 and December 1 of each year, beginning December 1, 2007. The
2017 Notes will bear interest at a rate of 5.750% per year and will mature on June 1, 2017. The 2027 Notes will bear interest
at a rate of 6.250% and will mature on June 1, 2027. We may redeem the fixed rate notes, in whole or in part, at any time by
paying the greater of 100% of the principal amount redeemed or a "make-whole" amount, plus, in each case, accrued and
unpaid interest to the redemption date.
The notes will be our general unsecured senior obligations and will rank equally in right of payment with all of our other
existing and future unsecured and unsubordinated debt.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the accompanying prospectus to which it relates is truthful or
complete. Any representation to the contrary is a criminal offense.
Concurrently with this offering of the notes, we are offering $1,000,000,000 aggregate principal amount of our Enhanced
Capital Advantaged Preferred Securities ("ECAPSSM"). The ECAPSSM will be offered pursuant to a separate prospectus
supplement. This prospectus supplement shall not be deemed an offer to sell or a solicitation of an offer to buy any of our
ECAPSSM. This offering is not conditioned upon the successful completion of the ECAPSSM offering.
Per
Per
Per
2010 Note
Total
2017 Note
Total
2027 Note
Total

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Page 3 of 75
Public Offering Price

100.000% $
1,750,000,000
98.951% $
1,731,642,500 99.086% $ 990,860,000
Underwriting Discount
0.400% $
7,000,000
0.650% $
11,375,000 0.875% $
8,750,000
Proceeds, before expenses, to
CVS Caremark

99.600% $
1,743,000,000
98.301% $
1,720,267,500 98.211% $ 982,110,000
Lehman Brothers Inc., on behalf of the underwriters, expects to deliver the notes on or about May 25, 2007. Delivery of the
notes will be made in book-entry form only through the facilities of the Depository Trust Company and its direct and indirect
participants, including Euroclear Bank S.A/N.V. and Cleartream Banking, société anonyme, against payment therefor in
immediately available funds.
LEHMAN BROTHERS
MORGAN
STANLEY

BANC OF AMERICA SECURITIES LLC

BNY CAPITAL MARKETS, INC.
WACHOVIA
SECURITIES
KEYBANC CAPITAL MARKETS

LASALLE CAPITAL MARKETS
SUNTRUST ROBINSON HUMPHREY
HSBC

MIZUHO SECURITIES USA INC.
PIPER JAFFRAY
WELLS FARGO SECURITIES

BB&T CAPITAL MARKETS
May 22, 2007
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Page 4 of 75

TABLE OF CONTENTS
Prospectus Supplement
Page
About This Prospectus Supplement
S-ii
Where You Can Find More Information
S-iii
Cautionary Statement Concerning Forward-Looking Statements
S-1
The Company
S-3
Recent Developments
S-5
The Offering
S-6
Use of Proceeds
S-8
Capitalization
S-9
Unaudited Pro Forma Condensed Combined Financial Information
S-10
Ratio of Earnings to Fixed Charges
S-16
Description of the Notes
S-17
Underwriting
S-26
Certain United States Federal Income Tax Considerations
S-29
Legal Matters
S-31
Independent Registered Public Accounting Firm
S-31
Prospectus
Page
The Company
1
About This Prospectus
3
Where You Can Find More Information
4
Cautionary Statement Concerning Forward-Looking Statements
5
Use of Proceeds
7
Unaudited Pro Forma Condensed Combined Financial Information
7
Ratio of Earnings to Fixed Charges
13
Description of Debt Securities
13
Forms of Securities
25
Validity of Securities
26
Independent Registered Public Accounting Firm
26
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Page 5 of 75

ABOUT THIS PROSPECTUS SUPPLEMENT
This document has two parts. The first part consists of this prospectus supplement, which describes the specific terms of
this offering and the notes offered. The second part, the accompanying prospectus, provides more general information, some
of which may not apply to this offering. If the description of the offering varies between this prospectus supplement and the
accompanying prospectus, you should rely on the information in this prospectus supplement.
Before purchasing any notes, you should carefully read both this prospectus supplement and the accompanying
prospectus, together with the additional information described under the heading "Where You Can Find More Information" in
this prospectus supplement and in the accompanying prospectus.
You should rely only on the information contained in or incorporated by reference in this prospectus supplement and the
accompanying prospectus and in any free writing prospectus filed by us with the Securities and Exchange Commission. We
have not authorized anyone to provide you with different information. We are not making an offer of these securities in any
state where the offer is not permitted. You should not assume that the information contained in or incorporated by reference
in this prospectus supplement or the accompanying prospectus or in any such free writing prospectus is accurate as of any
date other than their respective dates. Except as otherwise specified, the terms "CVS Caremark," the "Company," "we," "us,"
"our," and the "combined company" refer to CVS Caremark Corporation and its subsidiaries. The term "CVS" refers to CVS
Corporation and the term "Caremark" refers to Caremark Rx, Inc. prior to the merger of CVS and Caremark to form CVS
Caremark Corporation.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other information with the Securities Exchange
Commission ("SEC"). You may read and copy any document that we file at the Public Reference Room of the SEC at 100 F
Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling
the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site at http://www.sec.gov, from which interested
persons can electronically access the registration statement including the exhibits and schedules thereto.
The SEC allows us to "incorporate by reference" the information we file with them, which means that we can disclose
important information to you by referring you to those documents. The information incorporated by reference is an important
part of this prospectus supplement and the accompanying prospectus, and information that we file later with the SEC will
automatically update and supersede this information. We incorporate by reference the documents listed below and in the
accompanying prospectus and any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (other than, in each case, documents or information deemed to have
been furnished and not filed in accordance with SEC rules), on or after the date of this prospectus supplement until we sell all
of the securities covered by this prospectus supplement:
(i)
CVS' Annual Report on Form 10-K filed on February 27, 2007;

(ii)
CVS' Current Reports on Form 8-K filed on January 18, 2007, January 19, 2007, February 2, 2007,
February 26, 2007 and March 8, 2007;

(iii) CVS Caremark's Current Reports on Form 8-K filed on March 23, 2007, May 9, 2007, May 16, 2007 and
May 17, 2007;

(iv) CVS Caremark's Quarterly Report on Form 10-Q filed on May 8, 2007;

(v)
CVS Caremark's Proxy Statement on Schedule 14A filed on April 4, 2007 (as to the information under the
captions "Committees of the Board," "Code of Conduct," "Director Nominations," "Audit Committee Report,"
"Biographies of our Board Nominees," "Section 16(a) Beneficial Ownership Reporting Compliance," "Share
Ownership of Directors and Certain Executive Officers," "Share Ownership of Principal Stockholders,"
"Item 4: Adoption of 2007 Incentive Plan," "Certain Transactions with Directors and Officers," "Item 2:
Ratification of Appointment of Independent Registered Public Accounting Firm" and "Executive
Compensation and Related Matters," including "Compensation Discussion & Analysis," and "Management
Planning and Development Committee Report"); and

(vi) Caremark's Annual Report on Form 10-K filed on February 27, 2007 (as to the financial statements and related
notes for the three year period ended December 31, 2006 and as of December 31, 2005 and December 31,
2006).
You may request a copy of any or all of the documents incorporated by reference into this prospectus supplement or the
accompanying prospectus at no cost, by writing or telephoning us at the following address:
Nancy R. Christal
Vice President, Investor Relations
CVS Caremark Corporation
670 White Plains Road, Suite 210
Scarsdale, New York 10583
(800) 201-0938
S-iii
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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 (the "Reform Act") provides a safe harbor for forward-looking
statements made by or on behalf of CVS Caremark Corporation. The Company and its representatives may, from time to
time, make written or verbal forward-looking statements, including statements contained in the Company's filings with the
SEC and in its reports to stockholders. Generally, the inclusion of the words "believe," "expect," "intend," "estimate,"
"project," "anticipate," "will," "should" and similar expressions identify statements that constitute forward-looking
statements. All statements addressing operating performance of CVS Caremark Corporation or any subsidiary, events or
developments that the Company expects or anticipates will occur in the future, including statements relating to sales growth,
earnings or earnings per common share growth, free cash flow, debt ratings, inventory levels, inventory turn and loss rates,
store development, relocations and new market entries, as well as statements expressing optimism or pessimism about future
operating results or events, are forward-looking statements within the meaning of the Reform Act.
The forward-looking statements are and will be based upon management's then-current views and assumptions regarding
future events and operating performance, and are applicable only as of the dates of such statements. The Company undertakes
no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or
otherwise.
By their nature, all forward-looking statements involve risks and uncertainties. Actual results may differ materially from
those contemplated by the forward-looking statements for a number of reasons, including but not limited to:
·
Our ability to integrate successfully the Caremark business or as timely as expected;

·
Our ability to realize the revenues and synergies and other benefits from the Caremark Merger as expected;

·
Litigation and regulatory risks associated with Caremark and the pharmacy benefit management industry
generally;

·
The continued efforts of health maintenance organizations, managed care organizations, pharmacy benefit
management companies and other third party payors to reduce prescription drug costs and pharmacy
reimbursement rates, particularly with respect to generic pharmaceuticals;

·
The effect on pharmacy revenue and gross profit rates attributable to the introduction in 2006 of a new
Medicare prescription drug benefit and the continued efforts by various government entities to reduce state
Medicaid pharmacy reimbursement rates;

·
Risks related to the change in industry pricing benchmarks that could adversely affect our financial
performance;

·
The growth of mail order pharmacies and changes to pharmacy benefit plans requiring maintenance
medications to be filled exclusively through mail order pharmacies;

·
The effect on our pharmacy benefit management ("PBM") business of increased competition in the PBM
industry, a declining margin environment attributable to increased client demands for lower prices, enhanced
service offerings and/or higher service levels and the possible termination of, or unfavorable modification to,
contractual arrangements with key clients or providers;

·
The potential effect on performance of our PBM business as a result of entering into risk based or reinsurance
arrangements in connection with providing pharmacy benefit plan management services. Risks associated with
these arrangements include relying on actuarial assumptions that underestimate prescription utilization rates
and/or costs for covered members;
S-1
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·
Our ability to successfully integrate the Standalone Drug Business acquired from Albertson's in June 2006;

·
Our ability to expand MinuteClinic as expected;

·
The risks relating to adverse developments in the healthcare or pharmaceutical industry generally, including,
but not limited to, developments in any investigation related to the pharmaceutical industry that may be
conducted by governmental authorities;

·
Increased competition from other drugstore chains, supermarkets, discount retailers, membership clubs and
Internet companies, as well as changes in consumer preferences or loyalties;

·
The frequency and rate of introduction of successful new prescription drugs;

·
Our ability to generate sufficient cash flows to support capital expansion and general operating activities;

·
Interest rate fluctuations and changes in capital market conditions or other events affecting our ability to
obtain necessary financing on favorable terms;

·
Our ability to identify, implement and successfully manage and finance strategic expansion opportunities
including entering new markets, acquisitions and joint ventures;

·
Our ability to establish effective advertising, marketing and promotional programs (including pricing
strategies and price reduction programs implemented in response to competitive pressures and/or to drive
demand);

·
Our ability to continue to secure suitable new store locations under acceptable lease terms;

·
Our ability to attract, hire and retain suitable pharmacists, nurse practitioners and management personnel;

·
Our ability to achieve cost efficiencies and other benefits from various operational initiatives and
technological enhancements;

·
Litigation risks as well as changes in laws and regulations, including changes in accounting standards and
taxation requirements (including tax rate changes, new tax laws and revised tax law interpretations);

·
The creditworthiness of the purchasers of businesses formerly owned by CVS Caremark and whose leases are
guaranteed by CVS Caremark;

·
Fluctuations in inventory cost, availability and loss levels and our ability to maintain relationships with
suppliers on favorable terms;

·
Our ability to implement successfully and to manage new computer systems and technologies;

·
The strength of the economy in general or in the markets served by CVS Caremark, including changes in
consumer purchasing power and/or spending patterns; and

·
Other risks and uncertainties detailed from time to time in our filings with the SEC.
The foregoing list is not exhaustive. There can be no assurance that the Company has correctly identified and
appropriately assessed all factors affecting its business. Additional risks and uncertainties not presently known to the
Company or that it currently believes to be immaterial also may adversely impact the Company. Should any risks and
uncertainties develop into actual events, these developments could have material adverse effects on the Company's business,
financial condition and results of operations. For these reasons, you are cautioned not to place undue reliance on the
Company's forward-looking statements.
S-2
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THE COMPANY
Introduction
Our Company owns and operates the largest retail pharmacy in the United States based on store count. We sell
prescription drugs and a wide assortment of general merchandise, including over-the-counter drugs, beauty products and
cosmetics, film and photo finishing services, seasonal merchandise, greeting cards and convenience foods through our
CVS/pharmacy® retail stores and online through CVS.com®. We also provide healthcare services through our 164
MinuteClinic® healthcare clinics, located in 19 states, of which 147 are located within CVS retail drugstores as of March 31,
2007. In addition, we provide pharmacy benefits management, mail order services and specialty pharmacy services through
Caremark Pharmacy Services, PharmaCare Management Services ("PharmaCare") and PharmaCare Pharmacy® stores. As of
March 31, 2007, we operated 6,208 retail and specialty pharmacy stores and 22 specialty pharmacies in 44 states and the
District of Columbia.
Through our merger with Caremark on March 22, 2007, as described below, we acquired a leading pharmacy benefits
manager in the United States. Our pharmacy benefits management business involves the design and administration of
programs aimed at reducing the costs and improving the safety, effectiveness and convenience of prescription drug use. Our
pharmacy benefits management customers are primarily employers, insurance companies, unions, government employee
groups, managed care organizations and other sponsors of health benefit plans and individuals throughout the United States.
In addition, through our insurance subsidiaries, we are a national provider of drug benefits to eligible beneficiaries under the
federal government's Medicare Part D program.
Our pharmacy benefits management business operates through a national retail pharmacy network with over 60,000
participating pharmacies (including CVS' pharmacy stores), 11 mail service pharmacies, 52 specialty pharmacy stores, 22
specialty pharmacies and the industry's only repackaging plant regulated by the Food and Drug Administration. Through our
Accordant® disease management offering, which we acquired through Caremark, we also provide disease management
programs for 27 conditions. Twenty-one of these programs are accredited by the National Committee for Quality Assurance.
On June 2, 2006 we acquired certain assets and assumed certain liabilities from Albertson's, Inc. ("Albertson's") for
$4.0 billion. The assets acquired and the liabilities assumed included approximately 700 standalone drugstores and a
distribution center located in La Habra, California (collectively the "Standalone Drug Business"). Approximately one-half of
the drugstores are located in southern California. The remaining drugstores are primarily located in our existing markets in
the Midwest and Southwest. We believe that the acquisition of the Standalone Drug Business is consistent with our long-term
strategy of expanding our retail drugstores business in high-growth markets.
The retail drugstore and pharmacy benefits management businesses are highly competitive. We believe that we compete
principally on the basis of: (i) store location and convenience; (ii) customer/client service and satisfaction; (iii) product
selection and variety; and (iv) price. In each of the markets we serve, we compete with independent and other retail drugstore
chains, supermarkets, convenience stores, pharmacy benefits managers and other mail order prescription providers, discount
merchandisers, membership clubs and Internet pharmacies.
Caremark Merger
Effective March 22, 2007, pursuant to the Agreement and Plan of Merger dated as of November 1, 2006, as amended
(the "Merger Agreement") Caremark was merged with and into a newly formed subsidiary of CVS Corporation, with the
CVS subsidiary, Caremark Rx, L.L.C., continuing as the surviving entity (the "Caremark Merger"). Following the Caremark
Merger, we changed our name to "CVS Caremark Corporation."
S-3
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