Bond Caremark Health 3.875% ( US126650CL25 ) in USD

Caremark Health

99.768 % ▼

United States

US126650CL25 ( in USD )

3.875% per year ( payment 2 times a year)

20/07/2025

Prospectus brochure of the bond CVS Health US126650CL25 en USD 3.875%, maturity 20/07/2025

126650CL2

BBB ( Lower medium grade - Investment-grade )

Baa3 ( Lower medium grade - Investment-grade )

20/07/2025 ( In 16 days )

CVS Health is a healthcare company providing pharmacy services, including prescription drugs, health and beauty products, and other health services through its retail stores and healthcare businesses.

The Bond issued by Caremark Health ( United States ) , in USD, with the ISIN code US126650CL25, pays a coupon of 3.875% per year.
The coupons are paid 2 times per year and the Bond maturity is 20/07/2025

The Bond issued by Caremark Health ( United States ) , in USD, with the ISIN code US126650CL25, was rated Baa3 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Caremark Health ( United States ) , in USD, with the ISIN code US126650CL25, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-205156
PROSPECTUS SUPPLEMENT
(To Prospectus Dated July 2, 2015)
$15,000,000,000

$2,250,000,000 1.900% Senior Notes due 2018
$2,750,000,000 2.800% Senior Notes due 2020
$1,500,000,000 3.500% Senior Notes due 2022
$3,000,000,000 3.875% Senior Notes due 2025
$2,000,000,000 4.875% Senior Notes due 2035
$3,500,000,000 5.125% Senior Notes due 2045
This is an offering by CVS Health Corporation of an aggregate of $2,250,000,000 of 1.900% Senior Notes due 2018, which we refer to as the "2018 notes," an aggregate of
$2,750,000,000 of 2.800% Senior Notes due 2020, which we refer to as the "2020 notes," an aggregate of $1,500,000,000 of 3.500% Senior Notes due 2022, which we refer to as the
"2022 notes," an aggregate of $3,000,000,000 of 3.875% Senior Notes due 2025, which we refer to as the "2025 notes," an aggregate of $2,000,000,000 of 4.875% Senior Notes due
2035, which we refer to as the "2035 notes" and an aggregate of $3,500,000,000 of 5.125% Senior Notes due 2045, which we refer to as the "2045 notes." We refer to the 2018 notes,
the 2020 notes, the 2022 notes, the 2025 notes, the 2035 notes and the 2045 notes collectively as the "notes."
We will pay interest on the notes on January 20 and July 20 of each year, beginning on January 20, 2016. Upon the occurrence of a Change of Control Triggering Event, we will be
required to make an offer to purchase the notes at a price equal to 101% of their principal amount plus accrued and unpaid interest to the date of repurchase. We have the option to
redeem all or a portion of the notes at any time. See "Description of the Notes--Optional Redemption" in this prospectus supplement.
On May 20, 2015, CVS Pharmacy, Inc., a wholly owned subsidiary of CVS Health Corporation ("CVS Pharmacy"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") to acquire Omnicare, Inc. ("Omnicare"), a provider of pharmaceuticals and related pharmacy services to long-term care facilities and provider of specialty pharmacy and
commercialization services for the bio-pharmaceutical industry (the "Omnicare Acquisition"). On June 12, 2015, CVS Pharmacy entered into an Asset Purchase Agreement (the "Asset
Purchase Agreement") with Target Corporation ("Target") pursuant to which Target agreed to sell its pharmacy and clinic businesses to CVS Pharmacy (the "Target Pharmacy
Acquisition").
We plan to use the net proceeds of the offering to fund the Omnicare Acquisition and the Target Pharmacy Acquisition. Any remaining proceeds from the offering will be used for
general corporate purposes. The offering is not conditioned upon the consummation of the Omnicare Acquisition or the Target Pharmacy Acquisition. However, in the event that the
Omnicare Acquisition has not been consummated on or prior to the Omnicare Outside Date (as defined herein) or if, on or prior to such date, the Merger Agreement is terminated other
than as a result of consummating the Omnicare Acquisition, then we will be required to redeem all outstanding 2018 notes, 2020 notes, 2022 notes, 2035 notes and 2045 notes on the
special mandatory redemption date (as defined herein) at a redemption price equal to 101% of the aggregate principal amount of the notes plus accrued and unpaid interest, if any, to, but
excluding, the special mandatory redemption date on all outstanding 2018 notes, 2020 notes, 2022 notes, 2035 notes and 2045 notes as described under the caption "Description of the
Notes--Special Mandatory Redemption." The 2025 notes are not subject to the special mandatory redemption. A termination of the Target Pharmacy Acquisition will not trigger the
special mandatory redemption.
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.
Investing in these notes involves certain risks. See "Risk Factors" on page S-6.
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.

Proceeds, before

Public Offering Price(1)

Underwriting Discount
expenses, to CVS Health(1)

Per Note
Total
Per Note

Total

Per Note
Total

2018 Notes
99.930%
$2,248,425,000
0.350%
$ 7,875,000 99.580%
$2,240,550,000
2020 Notes
99.926%
$2,747,965,000
0.600%
$16,500,000 99.326%
$2,731,465,000
2022 Notes
99.957%
$1,499,355,000
0.625%
$ 9,375,000 99.332%
$1,489,980,000
2025 Notes
98.994%
$2,969,820,000
0.650%
$19,500,000 98.344%
$2,950,320,000
2035 Notes
98.443%
$1,968,860,000
0.875%
$17,500,000 97.568%
$1,951,360,000
2045 Notes
99.635%
$3,487,225,000
0.875%
$30,625,000 98.760%
$3,456,600,000
(1) Plus accrued interest, if any, from July 20, 2015.
Barclays Capital Inc., on behalf of the underwriters, expects to deliver the notes on or about July 20, 2015. 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 Clearstream Banking, société anonyme, against payment
therefor in immediately available funds.

Barclays

BNY Mellon Capital Markets, LLC

J.P. Morgan

Wells Fargo Securities

MUFG
Fifth Third Securities
Loop Capital Markets
Mizuho Securities
KeyBanc Capital Markets
BB&T Capital Markets
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RBC Capital Markets
PNC Capital Markets LLC
TD Securities
SunTrust Robinson Humphrey
Santander
Capital One Securities
US Bancorp

SMBC Nikko

Regions Securities LLC

The date of this prospectus supplement is July 13, 2015
Table of Contents
TABLE OF CONTENTS

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
WHERE YOU CAN FIND MORE INFORMATION
S-iii
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
S-iv
THE COMPANY
S-1
THE OFFERING
S-3
RISK FACTORS
S-6
USE OF PROCEEDS
S-8
CAPITALIZATION
S-9
SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA
S-11
DESCRIPTION OF THE NOTES
S-13
UNDERWRITING
S-22
U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-26
LEGAL MATTERS
S-30
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
S-30
PROSPECTUS

Page
ABOUT THIS PROSPECTUS

1
RISK FACTORS

2
THE COMPANY

3
RECENT DEVELOPMENTS

5
WHERE YOU CAN FIND MORE INFORMATION

6
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

7
USE OF PROCEEDS

10
RATIO OF EARNINGS TO FIXED CHARGES

11
DESCRIPTION OF DEBT SECURITIES

12
FORMS OF SECURITIES

23
PLAN OF DISTRIBUTION

25
VALIDITY OF SECURITIES

26
EXPERTS

27

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Table of Contents
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.
We have not, and the underwriters have not, authorized anyone to provide any information or to make any representations other than those
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contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or in any free writing prospectuses filed by us
with the U.S. Securities and Exchange Commission ("SEC"). We take no responsibility for, and can provide no assurance as to the reliability of,
any other information that others may give you. We are not, and the underwriters are not, making an offer of these securities in any jurisdiction
where the offer is not permitted. You should not assume that the information contained in or incorporated by reference in this prospectus
supplement, the accompanying prospectus or in any free writing prospectus is accurate as of any date other than their respective dates. Except as
otherwise specified, the terms "CVS Health," the "Company," "we," "us" and "our" refer to CVS Health Corporation and its subsidiaries.

S-ii
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document
that we file at the Public Reference Room of the SEC at 100 F Street, NE, Washington, DC 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 our SEC filings, including the registration statement and the exhibits and schedules to the
registration statement. In addition, you can inspect and copy our reports, proxy statements and other information at the offices of the New York
Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
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
information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents
listed below 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 complete the offering of the notes covered by this prospectus
supplement:

· Annual Report on Form 10-K, filed with the SEC on February 10, 2015.

· Quarterly Report on Form 10-Q, filed with the SEC on May 1, 2015.

· Current Reports on Form 8-K or Form 8-K/A, filed with the SEC on January 23, 2015, March 6, 2015, May 8, 2015, May 21, 2015 and

May 22, 2015.

· Definitive Proxy Statement on Schedule 14A, filed with the SEC on March 27, 2015 (portion thereof incorporated by reference in Part III

of the Annual Report on Form 10-K for the year ended December 31, 2014).
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
Senior Vice President, Investor Relations
CVS Health Corporation
670 White Plains Road, Suite 210
Scarsdale, New York 10583
(800) 201-0938
[email protected]

S-iii
Table of Contents
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the information incorporated by reference herein may contain certain forward-
looking statements within the meaning of federal securities laws. In addition, 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, press releases, webcasts, conference calls, meetings and other communications. 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 Health Corporation or any subsidiary, events or developments that the
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Company expects or anticipates will occur in the future, including statements relating to corporate strategy; revenue growth; earnings or earnings
per common share growth; adjusted earnings or adjusted earnings per common share growth; free cash flow; debt ratings; inventory levels;
inventory turn and loss rates; store development; relocations and new market entries; retail pharmacy business, sales trends and operations;
Pharmacy Benefit Management ("PBM") business, sales trends and operations; the Company's ability to attract or retain customers and clients;
Medicare Part D competitive bidding, enrollment and operations; new product development; and the impact of industry developments, as well as
statements expressing optimism or pessimism about future operating results or events, are forward-looking statements within the meaning of the
federal securities laws.
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 as described in our SEC filings, including those set forth in the Risk Factors section in
our Annual Report on Form 10-K for the year ended December 31, 2014, and including, but not limited to:

· Risks relating to the health of the economy in general and in the markets we serve, which could impact consumer purchasing power,

preferences and/or spending patterns, drug utilization trends, the financial health of our PBM clients or other payors doing business with us
and our ability to secure necessary financing, suitable store locations and sale-leaseback transactions on acceptable terms.

· Efforts to reduce reimbursement levels and alter health care financing practices, including pressure to reduce reimbursement levels for

generic drugs.

· The possibility of PBM client loss and/or the failure to win new PBM business, including as a result of failure to win renewal of expiring

contracts, contract termination rights that may permit clients to terminate a contract prior to expiration and early or periodic renegotiation
of pricing by clients prior to expiration of a contract.

· The possibility of loss of Medicare Part D business and/or failure to obtain new Medicare Part D business, whether as a result of the

annual Medicare Part D competitive bidding process or otherwise.

· Risks related to the frequency and rate of the introduction of generic drugs and brand name prescription products.

· Risks of declining gross margins in the PBM industry attributable to increased competitive pressures, increased client demand for lower

prices, enhanced service offerings and/or higher service levels and market dynamics and regulatory changes that impact our ability to offer
plan sponsors pricing that includes the use of retail "differential" or "spread."

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Table of Contents
· Regulatory changes, business changes and compliance requirements and restrictions that may be imposed by Centers for Medicare and
Medicaid Services ("CMS"), Office of Inspector General or other government agencies relating to our participation in Medicare, Medicaid

and other federal and state government-funded programs, including sanctions and remedial actions that may be imposed by CMS on its
Medicare Part D business.

· Risks and uncertainties related to the timing and scope of reimbursement from Medicare, Medicaid and other government-funded
programs, including the impact of sequestration, the impact of other federal budget, debt and deficit negotiations and legislation that could

delay or reduce reimbursement from such programs and the impact of any closure, suspension or other changes affecting federal or state
government funding or operations.

· Possible changes in industry pricing benchmarks used to establish pricing in many of our PBM client contracts, pharmaceutical purchasing

arrangements, retail network contracts, specialty payor agreements and other third party payor contracts.

· A highly competitive business environment, including the uncertain impact of increased consolidation in the PBM industry, uncertainty
concerning the ability of our retail pharmacy business to secure and maintain contractual relationships with PBMs and other payors on

acceptable terms, uncertainty concerning the ability of our PBM business to secure and maintain competitive access, pricing and other
contract terms from retail network pharmacies in an environment where some PBM clients are willing to consider adopting narrow or more
restricted retail pharmacy networks.

· Our ability to, in a timely manner, identify or effectively respond to changing consumer preferences and spending patterns, an inability to

expand the products being purchased by our customers, or the failure or inability to obtain or offer particular categories of products.

· Risks relating to our ability to secure timely and sufficient access to the products we sell from our domestic and/or international suppliers.

· Reform of the U.S. health care system, including ongoing implementation of the Patient Protection and Affordable Care Act, continuing

legislative efforts, regulatory changes and judicial interpretations impacting our health care system and the possibility of shifting political
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and legislative priorities related to reform of the health care system in the future.

· Risks relating to any failure to properly maintain our information technology systems, our information security systems and our

infrastructure to support our business and to protect the privacy and security of sensitive customer and business information.

· Risks related to compliance with a broad and complex regulatory framework, including compliance with new and existing federal, state

and local laws and regulations relating to health care, accounting standards, corporate securities, tax, environmental and other laws and
regulations affecting our business.

· Risks related to litigation, government investigations and other legal proceedings as they relate to our business, the pharmacy services,

retail pharmacy or retail clinic industries or to the health care industry generally.

· The risk that any condition related to the closing of any proposed acquisition may not be satisfied on a timely basis or at all, including the
inability to obtain required regulatory approvals of any proposed acquisition, or on the terms desired or anticipated; the risk that such

approvals may result in the imposition of conditions that could adversely affect the resulting combined company or the expected benefits
of any proposed transaction; and the risk that the proposed transactions fail to close for any other reason.

· The possibility that the anticipated synergies and other benefits from any acquisition by us will not be realized, or will not be realized

within the expected time periods.

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· The risks and uncertainties related to our ability to integrate the operations, products, services and employees of any entities acquired by us

and the effect of the potential disruption of management's attention from ongoing business operations due to any pending acquisitions.

· The accessibility or availability of adequate financing on a timely basis and on reasonable terms in connection with any proposed

acquisition.

· Risks related to the outcome of any legal proceedings related to, or involving any entity that is a part of, any proposed acquisition

contemplated by us.

· 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 we have correctly identified and appropriately assessed all factors
affecting its business. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial also may adversely
impact us. Should any risks and uncertainties develop into actual events, these developments could have a material adverse effect on our business,
financial condition and results of operations. For these reasons, you are cautioned not to place undue reliance on our forward-looking statements.

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Table of Contents
THE COMPANY
Introduction
CVS Health is a pharmacy innovation company helping people on their path to better health. At the forefront of a changing health care
landscape, we have an unmatched suite of capabilities and the expertise needed to drive innovations that will help shape the future of health.
We are currently the only integrated pharmacy health care company with the ability to impact consumers, payors, and providers with
innovative, channel-agnostic solutions. We have a deep understanding of their diverse needs through our unique integrated model, and we are
bringing them innovative solutions that help increase access to quality care, deliver better health outcomes, and lower overall health care costs.
Through our more than 7,800 retail drugstores, nearly 1,000 walk-in medical clinics, a leading pharmacy benefits manager with more
than 70 million plan members, and expanding specialty pharmacy services, we enable people, businesses, and communities to manage health
in more effective ways. We are delivering break-through products and services, from advising patients on their medications at our
CVS/pharmacy® locations, to introducing unique programs to help control costs for our clients at CVS/caremarkTM, to innovating how care is
delivered to our patients with complex conditions through CVS/specialtyTM, or by expanding access to high-quality, low-cost care at
CVS/minuteclinicTM.
We currently have three reportable segments: Pharmacy Services, Retail Pharmacy and Corporate.
Pharmacy Services Segment
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Our Pharmacy Services Segment generates revenue from a full range of pharmacy benefit management ("PBM") services, including
plan design and administration, formulary management, Medicare Part D services, mail order, specialty pharmacy and infusion services, retail
pharmacy network management services, prescription management systems, clinical services, disease management services and medical spend
management. Our clients are primarily employers, insurance companies, unions, government employee groups, health plans, Managed
Medicaid plans and other sponsors of health benefit plans, and individuals throughout the United States. A portion of covered lives primarily
within the Managed Medicaid, health plan and employer markets have access to our services through public and private exchanges. As a
pharmacy benefits manager, we manage the dispensing of pharmaceuticals through our mail order pharmacies, specialty pharmacies and
national network of more than 68,000 retail pharmacies, consisting of approximately 41,000 chain pharmacies (which includes our
CVS/pharmacy® stores) and 27,000 independent pharmacies, to eligible members in the benefit plans maintained by our clients and utilize our
information systems to perform, among other things, safety checks, drug interaction screenings and brand to generic substitutions.
Our specialty pharmacies support individuals that require complex and expensive drug therapies. Our specialty pharmacy business
includes mail order and retail specialty pharmacies that operate under the CVS/specialtyTM, CVS CaremarkTM, CarePlus CVS/pharmacy® and
Navarro Health Services® names. The Pharmacy Services Segment also provides health management programs, which include integrated
disease management programs for 17 conditions, through our Accordant® rare disease management offering. In addition, through our
SilverScript Insurance Company subsidiary, we are a national provider of drug benefits to eligible beneficiaries under the federal
government's Medicare Part D program. The Pharmacy Services Segment operates under the CVS/caremarkTM Pharmacy Services,
Caremark®, CVS CaremarkTM, CVS/caremarkTM, CarePlus CVS/pharmacy®, RxAmerica®, Accordant®, SilverScript®, Coram®,
CVS/specialtyTM, NovoLogix® and Navarro Health Services® names. As of March 31, 2015, the Pharmacy Services Segment operated 24
retail specialty pharmacy stores, 11 specialty mail order pharmacies, four mail service dispensing pharmacies, and 86 branches for infusion
and enteral services, including approximately 70 ambulatory infusion suites and six centers of excellence, located in 40 states, Puerto Rico and
the District of Columbia.

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Table of Contents
Retail Pharmacy Segment
Our Retail Pharmacy Segment sells prescription drugs and a wide assortment of general merchandise, including over-the-counter drugs,
beauty products and cosmetics, personal care products, convenience foods, photo finishing, seasonal merchandise and greeting cards through
our CVS/pharmacy®, CVS®, Longs Drugs®, Navarro Discount Pharmacy® and Drogaria OnofreTM retail stores and online through
CVS.com®, Navarro.comTM and Onofre.com.brTM. Our Retail Pharmacy Segment derives the majority of its revenues through the sale of
prescription drugs, which are dispensed by our 24,000 retail pharmacists. Our Retail Pharmacy Segment also provides health care services
through our CVS/minuteclinic offering. MinuteClinics are staffed by nurse practitioners and physician assistants who utilize nationally
recognized protocols to diagnose and treat minor health conditions, perform health screenings, monitor chronic conditions, and deliver
vaccinations. As of March 31, 2015, our Retail Pharmacy Segment included 7,850 retail drugstores (of which 7,794 operated a pharmacy)
located in 44 states, the District of Columbia, Puerto Rico and Brazil operating primarily under the CVS/pharmacy®, CVS®, Longs Drugs®,
Navarro Discount Pharmacy® or Drogaria OnofreTM names, 17 onsite pharmacies, 986 retail medical clinics operating under the
MinuteClinic® name (of which 978 were located in CVS/pharmacy stores), and our online retail websites, CVS.com, Navarro.com and
Onofre.com.br.
Corporate Segment
Our Corporate Segment provides management and administrative services to support the Company. Our Corporate Segment consists of
certain aspects of our executive management, corporate relations, legal, compliance, human resources, corporate information technology and
finance departments.
CVS Health Corporation is a Delaware corporation. Our corporate office is located at One CVS Drive, Woonsocket, Rhode Island
02895, telephone (401) 765-1500. Our common stock is listed on the New York Stock Exchange under the trading symbol "CVS." General
information about CVS Health is available through our website at http://www.cvshealth.com. Our financial press releases and filings with the
SEC are available free of charge on the investor relations portion of our website at http://investors.cvshealth.com. Our website and the
information contained therein or connected thereto shall not be deemed to be incorporated into this prospectus supplement or the
accompanying prospectus.
Pending Acquisitions
On May 20, 2015, CVS Pharmacy entered into the Merger Agreement to acquire Omnicare, a provider of pharmaceuticals and related
pharmacy services to long-term care facilities and provider of specialty pharmacy and commercialization services for the bio-pharmaceutical
industry. Upon the effective time of the Omnicare Acquisition, each share of common stock, par value $1.00 per share, of Omnicare will be
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converted into the right to receive $98.00 in cash, or approximately $10.6 billion in the aggregate. In addition, CVS Pharmacy will assume
approximately $2.3 billion in debt of Omnicare. The Omnicare Acquisition is expected to close near the end of 2015, subject to (i) approval by
the stockholders of Omnicare, (ii) the receipt of applicable regulatory approvals and (iii) certain other customary closing conditions.
On June 12, 2015, CVS Pharmacy entered into the Asset Purchase Agreement with Target pursuant to which Target agreed to sell its
pharmacy and clinic businesses to CVS Pharmacy. The purchase price is $1.887 billion, payable in cash at closing and is subject to certain
adjustments. The timing of the closing is uncertain, and is subject to receipt of regulatory approval and other customary conditions.
We plan to use the net proceeds of the offering to fund the Omnicare Acquisition and the Target Pharmacy Acquisition. Any remaining
proceeds from the offering will be used for general corporate purposes. This offering is not conditioned on the closing of the Omnicare
Acquisition or Target Pharmacy Acquisition. See "Use of Proceeds" in this prospectus supplement.

S-2
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THE OFFERING

Issuer
CVS Health Corporation.

Securities Offered
$2,250,000,000 aggregate principal amount of 1.900% Senior Notes due 2018 (the
"2018 notes").

$2,750,000,000 aggregate principal amount of 2.800% Senior Notes due 2020 (the

"2020 notes").

$1,500,000,000 aggregate principal amount of 3.500% Senior Notes due 2022 (the

"2022 notes").

$3,000,000,000 aggregate principal amount of 3.875% Senior Notes due 2025 (the

"2025 notes").

$2,000,000,000 aggregate principal amount of 4.875% Senior Notes due 2035 (the

"2035 notes").

$3,500,000,000 aggregate principal amount of 5.125% Senior Notes due 2045 (the

"2045 notes").

Maturity Date
The 2018 notes: July 20, 2018.

The 2020 notes: July 20, 2020.

The 2022 notes: July 20, 2022.

The 2025 notes: July 20, 2025.

The 2035 notes: July 20, 2035.

The 2045 notes: July 20, 2045.

Interest Payment Dates
We will pay interest on the notes on January 20 and July 20, beginning on January 20,
2016.

Interest on the notes being offered by this prospectus supplement will accrue from July

20, 2015.

Ranking
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.

Use of Proceeds
We estimate that the net proceeds to us from this offering will be approximately
$14,813,637,500, after deducting the underwriting discount and estimated offering
expenses payable by us. We plan to use the net proceeds of the offering to fund the
Omnicare Acquisition and the Target Pharmacy Acquisition. Any remaining proceeds
from the offering will be used for general corporate purposes. This offering is not
conditioned on the closing of the Omnicare Acquisition or the Target Pharmacy
Acquisition. See "Use of Proceeds."

Optional Redemption
Prior to the maturity date, the 2018 notes will be redeemable, in whole or in part at any
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time, at our option upon not less than 15 nor more than 60 days' notice at a redemption
price, plus accrued and unpaid interest to the redemption date, equal to the greater of:
(1) 100% of the principal amount of the notes being redeemed, or (2) the sum of the
present values of the remaining

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scheduled payments of principal and interest on the notes being redeemed (not including
any portion of such payments of interest accrued to the redemption date) discounted to

the redemption date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the applicable Treasury Yield (as defined herein) plus the
Applicable Spread (as defined herein) for the 2018 notes.

Prior to (i) with respect to the 2020 notes, June 20, 2020 (one month prior to the
maturity date of such notes), (ii) with respect to the 2022 notes, May 20, 2022 (two
months prior to the maturity date of such notes), (iii) with respect to the 2025 notes,
April 20, 2025 (three months prior to the maturity date of such notes), (iv) with respect
to the 2035 notes, January 20, 2035 (six months prior to the maturity date of such
notes), and (v) with respect to the 2045 notes, January 20, 2045 (six months prior to the
maturity date of such notes), a series of notes will be redeemable, in whole or in part at
any time, at our option upon not less than 15 nor more than 60 days' notice at a

redemption price, plus accrued and unpaid interest to the redemption date, equal to the
greater of: (1) 100% of the principal amount of the notes being redeemed, or (2) the sum
of the present values of the remaining scheduled payments of principal and interest on
the notes being redeemed that would be due if such series of notes matured on the
Applicable Par Call Date (as defined herein) (not including any portion of such
payments of interest accrued to the redemption date) discounted to the redemption date
on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at
the applicable Treasury Yield plus the Applicable Spread for such series of notes.

On or after (i) with respect to the 2020 notes, June 20, 2020 (one month prior to the
maturity date of such notes), (ii) with respect to the 2022 notes, May 20, 2022 (two
months prior to the maturity date of such notes), (iii) with respect to the 2025 notes,
April 20, 2025 (three months prior to the maturity date of such notes), (iv) with respect
to the 2035 notes, January 20, 2035 (six months prior to the maturity date of such

notes), and (v) with respect to the 2045 notes, January 20, 2045 (six months prior to the
maturity date of such notes), a series of notes will be redeemable, in whole or in part at
any time, at our option upon not less than 15 nor more than 60 days' notice at a
redemption price equal to 100% of the principal amount of the notes being redeemed
plus accrued and unpaid interest on such notes to the redemption date.

See "Description of the Notes--Optional Redemption."

Special Mandatory Redemption
The offering is not conditioned upon the consummation of the Omnicare Acquisition or
the Target Pharmacy Acquisition. However, in the event that the Omnicare Acquisition
has not been consummated on or prior to the Omnicare Outside Date or

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if, on or prior to such date, the Merger Agreement is terminated other than as a result of
consummating the Omnicare Acquisition, then we will be required to redeem all
outstanding 2018 notes, 2020 notes, 2022 notes, 2035 notes and 2045 notes on the

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special mandatory redemption date at a special mandatory redemption price equal to
101% of the aggregate principal amount thereof, plus accrued and unpaid interest
thereon, if any, to, but excluding, the special mandatory redemption date.

The "special mandatory redemption date" means the earlier to occur of (1) the 15th day
(or if such day is not a business day, the first business day thereafter) after the Omnicare
Outside Date, if the Omnicare Acquisition has not been consummated on or prior to the

Omnicare Outside Date, or (2) the 15th day (or if such day is not a business day, the first
business day thereafter) following the termination of the Merger Agreement other than
as a result of consummating the Omnicare Acquisition. See "Description of the Notes--
Special Mandatory Redemption" in this prospectus supplement.

The 2025 notes are not subject to the special mandatory redemption.

A termination of the Target Pharmacy Acquisition will not trigger the special mandatory

redemption.
Repurchase Upon a Change of
Control
Upon the occurrence of a Change of Control Triggering Event (as defined herein), we
will be required to make an offer to purchase the notes at a price equal to 101% of their
principal amount plus accrued and unpaid interest to the date of repurchase. See
"Description of the Notes--Change of Control."

Certain Covenants
The indenture pursuant to which the notes will be issued contains covenants that, among
other things, limit our ability and the ability of our Restricted Subsidiaries (as defined
therein) to secure indebtedness with a security interest on certain property or stock or
engage in certain sale and leaseback transactions with respect to certain properties. See
"Description of Debt Securities--Certain Covenants" in the accompanying prospectus.
Trustee, Registrar and Paying
Agent
The Bank of New York Mellon Trust Company, N.A.

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RISK FACTORS
You should carefully consider all the information set forth in this prospectus supplement, the accompanying prospectus and the other
documents incorporated by reference herein and therein before deciding to invest in the notes. In particular, we urge you to consider carefully the
factors set forth under "Cautionary Statement Concerning Forward-Looking Statements" in this prospectus supplement and "Risk Factors" in the
Company's Annual Report on Form 10-K for the year ended December 31, 2014, incorporated by reference herein and any updates thereto in our
subsequent SEC filings.
Risks relating to pending acquisitions.
The acquisition agreements we enter into typically contain closing conditions, including those related to our proposed acquisitions of
Omnicare and the pharmacy and clinic assets of Target. Our ability to consummate pending acquisitions is subject to the satisfaction of these
conditions. For example, our contemplated acquisition of Omnicare is subject to (i) approval by the stockholders of Omnicare, (ii) the receipt of
applicable regulatory approvals and (iii) certain other customary closing conditions. Even if all of the closing conditions for a particular acquisition
are satisfied, we cannot assure you that the acquisition will close on our expected timeframe or at all. Certain acquisition agreements we enter into
obligate us to pay, under certain circumstances, termination fees in the event that an acquisition is not consummated. Failure to complete a
particular acquisition or any delays in completing the acquisition could prevent us from realizing the benefits of the acquisition and could have an
adverse impact on our business.
We may be unable to successfully integrate companies acquired by us.
Upon the closing of any acquisition we complete, we will need to successfully integrate the products, services and related assets into our
business operations. If an acquisition is consummated, the integration of the acquired business, its products, services and related assets into our
company may also be complex and time-consuming and, if the integration is not fully successful, we may not achieve the anticipated benefits,
operating and cost synergies or growth opportunities of an acquisition. Potential difficulties that may be encountered in the integration process
include the following:

· Integrating personnel, operations and systems, while maintaining focus on producing and delivering consistent, high quality products and

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services;

· Coordinating geographically dispersed organizations;

· Disruption of management's attention from our ongoing business operations;

· Retaining existing customers and attracting new customers; and

· Managing inefficiencies associated with integrating our operations.
An inability to realize the full extent of the anticipated benefits, operating and cost synergies or growth opportunities of an acquisition, as
well as any delays encountered in the integration process, could have a material adverse effect on our business and results of operation, which may
affect the value of the shares of our common stock after the completion of an acquisition. Furthermore, these acquisitions, even if successfully
integrated, may fail to further our business strategy as anticipated, expose us to increased competition or challenges with respect to our products,
services or geographic markets, and expose us to additional liabilities associated with an acquired business including risks and liabilities associated
with litigation involving the acquired business. Any one of these challenges or risks could impair our ability to realize any benefit from our
acquisitions after we have expended resources on them.

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If we do not consummate the Omnicare Acquisition on or prior to the Omnicare Outside Date or if, on or prior to such date, the Merger
Agreement is terminated other than as a result of consummating the Omnicare Acquisition, then we will be required to redeem all outstanding
2018 notes, 2020 notes, 2022 notes, 2035 notes and 2045 notes and, as a result, you may not obtain your expected return on the 2018 notes,
2020 notes, 2022 notes, 2035 notes or 2045 notes.
Our ability to complete the Omnicare Acquisition is subject to various conditions, certain of which are beyond our control. The Merger
Agreement contains certain termination provisions permitting each of CVS Pharmacy and Omnicare to terminate the Merger Agreement under
certain circumstances. If we do not consummate the Omnicare Acquisition on or prior to the Omnicare Outside Date or if, on or prior to such date,
the Merger Agreement is terminated, then we will be required to redeem all outstanding 2018 notes, 2020 notes, 2022 notes, 2035 notes and 2045
notes on the special mandatory redemption date at a redemption price equal to 101% of the aggregate principal amount of the notes plus accrued
and unpaid interest, if any, to, but excluding, the special mandatory redemption date. See "Description of the Notes--Special Mandatory
Redemption" in this prospectus supplement. If we redeem the 2018 notes, 2020 notes, 2022 notes, 2035 notes or 2045 notes pursuant to the special
mandatory redemption, you may not obtain the return that you expected on your investment in the 2018 notes, 2020 notes, 2022 notes, 2035 notes
or 2045 notes.
Whether or not the special mandatory redemption is ultimately triggered, it may adversely affect trading prices for the 2018 notes, 2020
notes, 2022 notes, 2035 notes or 2045 notes prior to the special mandatory redemption date.
If the Omnicare Acquisition is consummated on or prior to the Omnicare Outside Date, the 2018 notes, 2020 notes, 2022 notes, 2035 notes
and 2045 notes will not be subject to the special mandatory redemption. The 2025 notes are not subject to the special mandatory redemption.

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USE OF PROCEEDS
We estimate that the net proceeds to us from this offering will be approximately $14,813,637,500, after deducting the underwriting discount
and estimated offering expenses payable by us. We intend to use the net proceeds from the offering to fund the Omnicare Acquisition and the
Target Pharmacy Acquisition. Any remaining proceeds from the offering will be used for general corporate purposes. This offering is not
conditioned on the closing of the Omnicare Acquisition or the Target Pharmacy Acquisition.
If we do not consummate the Omnicare Acquisition on or prior to the Omnicare Outside Date or if, on or prior to such date, the Merger
Agreement is terminated other than as a result of consummating the Omnicare Acquisition, then we will be required to redeem all outstanding 2018
notes, 2020 notes, 2022 notes, 2035 notes and 2045 notes as described under "Description of the Notes--Special Mandatory Redemption."

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