Bond Caremark Health 2.625% ( US126650DE72 ) in USD

Caremark Health

99.87 % ▼

United States

US126650DE72 ( in USD )

2.625% per year ( payment 2 times a year)

14/08/2024 - Bond has expired

Prospectus brochure of the bond CVS Health US126650DE72 in USD 2.625%, expired

2 000 USD

1 000 000 000 USD

126650DE7

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

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 US126650DE72, pays a coupon of 2.625% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/08/2024

The Bond issued by Caremark Health ( United States ) , in USD, with the ISIN code US126650DE72, was rated Baa2 ( 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 US126650DE72, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B2
424B2 1 d47615d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-217596
CALCULATION OF REGISTRATION FEE

Amount
Maximum
Maximum
Title of Each Class of Securities
to be
Offering Price
Aggregate
Amount of
to be Registered

Registered

per Unit

Offering Price
Registration Fee(1)
2.625% Senior Notes due 2024
$1,000,000,000
99.485%
$ 994,850,000
$120,575.82
3.000% Senior Notes due 2026
$ 750,000,000
99.887%
$ 749,152,500
$ 90,797.28
3.250% Senior Notes due 2029
$1,750,000,000
99.097%
$1,734,197,500
$210,184.74

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. The total registration fee for this offering is $421,557.84.
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus Dated May 2, 2017)
$3,500,000,000

$1,000,000,000 2.625% Senior Notes due 2024
$750,000,000 3.000% Senior Notes due 2026
$1,750,000,000 3.250% Senior Notes due 2029

This is an offering by CVS Health Corporation of an aggregate of $1,000,000,000 of 2.625% Senior Notes due 2024, which we refer to as the "2024
notes," an aggregate of $750,000,000 of 3.000% Senior Notes due 2026, which we refer to as the "2026 notes," and an aggregate of $1,750,000,000 of
3.250% Senior Notes due 2029, which we refer to as the "2029 notes." We refer to the 2024 notes, 2026 notes and 2029 notes collectively as the "notes."
We will pay interest on the notes on February 15 and August 15 of each year beginning on February 15, 2020. The 2024 notes will bear interest at a rate of
2.625% per year and will mature on August 15, 2024. The 2026 notes will bear interest at a rate of 3.000% per year and will mature on August 15, 2026.
The 2029 notes will bear interest at a rate of 3.250% per year and will mature on August 15, 2029. 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 in cash at a price equal to 101% of their aggregate principal amount
plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase. See "Description of the Notes--Repurchase of the Notes Upon a Change
of Control Triggering Event" in this prospectus supplement. We have the option to redeem all or a portion of the notes as described under the heading
"Description of the Notes--Optional Redemption" in this prospectus supplement.
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 indebtedness and will be structurally subordinated to the indebtedness of our subsidiaries, including the indebtedness of Aetna Inc.
("Aetna") and its subsidiaries.

Investing in these notes involves certain risks. See "Risk Factors" on page S-5.
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.

Public Offering
Underwriting
Proceeds, before

Price(1)

Discount

expenses, to CVS Health

Per Note
Total
Per Note
Total
Per Note
Total

2024 Notes
99.485% $
994,850,000 0.350% $ 3,500,000 99.135% $
991,350,000
2026 Notes
99.887% $
749,152,500 0.400% $ 3,000,000 99.487% $
746,152,500
https://www.sec.gov/Archives/edgar/data/64803/000119312519219011/d47615d424b2.htm[8/13/2019 11:05:33 AM]

424B2
2029 Notes
99.097% $
1,734,197,500 0.450% $ 7,875,000 98.647% $
1,726,322,500
(1) Plus accrued interest, if any, from August 15, 2019.
The notes are expected to be delivered on or about August 15, 2019. 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 SA/NV and Clearstream Banking, société anonyme,
against payment therefor in immediately available funds.

Barclays
Goldman Sachs & Co. LLC

J.P. Morgan

BofA Merrill Lynch

Wells Fargo Securities

Citigroup

Credit Suisse

BNY Mellon Capital Markets, LLC
Mizuho Securities

Fifth Third Securities

ICBC Standard Bank
MUFG

PNC Capital Markets LLC

KeyBanc Capital Markets
RBC Capital Markets

Santander

Loop Capital Markets
SunTrust Robinson Humphrey

SMBC Nikko

TD Securities
US Bancorp

C.L. King & Associates

The date of this prospectus supplement is August 8, 2019.
Table of Contents
TABLE OF CONTENTS

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
WHERE YOU CAN FIND MORE INFORMATION
S-iv
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
S-v
SUMMARY
S-1
RISK FACTORS
S-5
USE OF PROCEEDS
S-6
CAPITALIZATION
S-7
DESCRIPTION OF THE NOTES
S-9
UNDERWRITING
S-17
U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-23
LEGAL MATTERS
S-27
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
S-27
PROSPECTUS

Page
ABOUT THIS PROSPECTUS

1
RISK FACTORS

2
THE COMPANY

3
WHERE YOU CAN FIND MORE INFORMATION

5
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

6
USE OF PROCEEDS

9
RATIO OF EARNINGS TO FIXED CHARGES

10
DESCRIPTION OF DEBT SECURITIES

11
FORMS OF SECURITIES

22
VALIDITY OF SECURITIES

24
EXPERTS

25

S-i
Table of Contents
https://www.sec.gov/Archives/edgar/data/64803/000119312519219011/d47615d424b2.htm[8/13/2019 11:05:33 AM]

424B2
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 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.
Notice to Prospective Investors in the European Economic Area
This prospectus supplement has been prepared on the basis that any offer of notes in any Member State of the European Economic Area (the "EEA")
will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of notes. Accordingly any
person making or intending to make an offer in that Member State of notes which are the subject of the offering contemplated in this prospectus
supplement may only do so to legal entities which are qualified investors as defined in the Prospectus Regulation, provided that no such offer of notes shall
require the Company or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus
pursuant to Article 23 of the Prospectus Regulation, in each case in relation to such offer.
Neither the Company nor the underwriters have authorized, nor do they authorize, the making of any offer of notes to any legal entity which is not a
qualified investor as defined in the Prospectus Regulation. Neither the Company nor the underwriters have authorized, nor do they authorize, the making of
any offer of notes through any financial intermediary, other than offers made by the underwriters, which constitute the final placement of the notes
contemplated in this prospectus supplement.
The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 (as amended).
The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1)
of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance
Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a
qualified investor as defined in the Prospectus Regulation. Consequently no key information document required by Regulation (EU) No 1286/2014 (as
amended, the "PRIIPs Regulation") for offering or selling the notes or otherwise making them available to retail investors in the EEA has been prepared
and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.

S-ii
Table of Contents
Notice to Prospective Investors in the United Kingdom
This document is for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5)
of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling
within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order, (iii) are outside the United
Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial
Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as "relevant persons"). This document is directed only at relevant persons and must not be acted
on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant
persons and will be engaged in only with relevant persons.

S-iii
https://www.sec.gov/Archives/edgar/data/64803/000119312519219011/d47615d424b2.htm[8/13/2019 11:05:33 AM]

424B2
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. 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, 11 Wall 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 for the fiscal year ended December 31, 2018, filed with the SEC on February 28, 2019, which should be read in
conjunction with our Current Report on Form 8-K filed with the SEC on August 8, 2019.

· Quarterly Reports on Form 10-Q for the quarter ended March 31, 2019, filed with the SEC on May 1, 2019, and for the quarter ended June 30, 2019,
filed with the SEC on August 7, 2019.
· Current Reports on Form 8-K/A filed with the SEC on February 4, 2019 (which such Form 8-K/A includes the historical audited consolidated
financial statements and financial statement schedule of Aetna at December 31, 2017 and 2016 and for each of the years in the three-year period
ended December 31, 2017, the related notes thereto and the related report of KPMG LLP, then Aetna's independent registered public accounting

firm and management's report on internal control over financial reporting at December 31, 2017 and the historical unaudited condensed consolidated
financial statements of Aetna at and for the three and nine months ended September 30, 2018, filed as Exhibits 99.1 and 99.2) and on Form 8-K filed
with the SEC on May 17, 2019, August 8, 2019 (which such Form 8-K includes information regarding the Tender Offers) and August 8, 2019
(which such Form 8-K includes the unaudited pro forma condensed combined statement of operations of CVS Health and Aetna as of and for the
year ended December 31, 2018, filed as Exhibit 99.3).
· Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 5, 2019 (as to the information under the headings "Committees of the
Board as of the Annual Meeting," "Code of Conduct," "Audit Committee Report," "Biographies of our Incumbent Board Nominees," "Section 16(a)
Beneficial Ownership Reporting Compliance," "Share Ownership of Directors and Certain Executive Officers," "Share Ownership of Principal

Stockholders," "Item 1: Election of Directors," "Item 2: Ratification of Appointment of Independent Registered Public Accounting Firm for 2019,"
"Independence Determinations for Directors," "Related Person Transaction Policy," "Non-Employee Director Compensation" and "Executive
Compensation and Related Matters" (including "Compensation Discussion and Analysis," "Letter from the Management Planning and Development
Committee," "Compensation Committee Report" and "Executive Compensation Tables" thereto)).
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:
Valerie Haertel
Senior Vice President, Investor Relations
CVS Health Corporation
One CVS Drive--MC 1008
Woonsocket, Rhode Island 02895
(800) 201-0938
[email protected]

S-iv
Table of Contents
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 the Company. 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 "anticipate," "believe," "estimate," "expect," "intend," "project," "should," "will" 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 Company projects, expects or anticipates will occur in the future, including statements relating to corporate
https://www.sec.gov/Archives/edgar/data/64803/000119312519219011/d47615d424b2.htm[8/13/2019 11:05:33 AM]

424B2
strategy; revenue growth; adjusted revenue growth, earnings or earnings per common share growth; adjusted operating income 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 results and/or trends and operations; pharmacy benefit management ("PBM") business, sales results and/or trends and
operations; specialty pharmacy business, sales trends and operations; long-term care ("LTC") pharmacy business, sales results and/or trends and
operations; health care benefits ("Health Care Benefits") business, sales results and/or trends, medical cost trends, medical membership growth, medical
benefit ratios ("MBR") and operations; the Company's ability to attract or retain customers and clients; Medicare Advantage and/or Medicare Part D
competitive bidding, enrollment and operations; new product development; and the impact of industry and regulatory developments, 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 as described in the Company's 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, 2018, and including, but not limited to:
· Risks to our brand and reputation, the Aetna Acquisition (as defined below), data governance risks, effectiveness of our talent management and

alignment of talent to our business needs, and potential changes in public policy, laws and regulations present overarching risks to our enterprise in
2019 and beyond.

· Our brand and reputation are two of our most important assets; negative public perception of the industries in which we operate, or of our industries'
or our practices, can adversely affect our businesses, results of operations, cash flows and prospects.
· Data governance failures can adversely affect our reputation, businesses and prospects. Our use and disclosure of members', customers' and other

constituents' sensitive information is subject to complex regulations at multiple levels. We would be adversely affected if we or our business
associates or other vendors fail to adequately protect members', customers' or other constituents' sensitive information.

· We face significant competition in attracting and retaining talented employees. Further, managing succession for, and retention of, key executives is
critical to our success, and our failure to do so could adversely affect our future performance.

· We are subject to potential changes in public policy, laws and regulations, including reform of the United States health care system, that can
adversely affect the markets for our products and services and our businesses, operations, results of operations, cash flows and prospects.

· Our enterprise strategy may not be an effective response to the changing dynamics in the industries in which we operate, or we may not be able to
implement our strategy and related strategic projects.

S-v
Table of Contents
· Efforts to reduce reimbursement levels and alter health care financing practices could adversely affect our businesses.
· Gross margins in the industries in which we operate may decline.
· Our results of operations are affected by the health of the economy in general and in the geographies we serve.
· We operate in a highly competitive business environment. Competitive and economic pressures may limit our ability to increase pricing to reflect

higher costs or may force us to accept lower margins. If customers elect to self-insure, reduce benefits or adversely renegotiate or amend their
agreements with us, our revenues and results of operations will be adversely affected. We may not be able to obtain appropriate pricing on new or
renewal business.
· We may lose clients and/or fail to win new business. If we fail to compete effectively in the geographies and product areas in which we operate,

including maintaining or increasing membership in our Health Care Benefits segment, our results of operations, financial condition and cash flows
could be materially and adversely affected.
· We are exposed to risks relating to the solvency of our customers and of other insurers.
· We face risks relating to the market availability, pricing, suppliers and safety profiles of prescription drugs that we purchase and sell.
· We face risks related to the frequency and rate of the introduction and pricing of generic drugs and brand name prescription drug products.
· Possible changes in industry pricing benchmarks and drug pricing generally can adversely affect our PBM business.
· Product liability, product recall or personal injury issues could damage our reputation.
· We face challenges in growing our Medicare Advantage and Medicare Part D membership.

https://www.sec.gov/Archives/edgar/data/64803/000119312519219011/d47615d424b2.htm[8/13/2019 11:05:33 AM]

424B2
· We face challenges in growing our Medicaid membership, and expanding our Medicaid membership exposes us to additional risks.
· A change in our Health Care Benefits product mix may adversely affect our profit margins.
· We may not be able to accurately forecast health care and other benefit costs, which could adversely affect our Health Care Benefits segment's

results of operations. There can be no assurance that the future health care and other benefit costs of our Insured Health Care Benefits products will
not exceed our projections.
· A number of factors, many of which are beyond our control, contribute to rising health care and other benefit costs. If we are unable to satisfactorily

manage our health care and other benefit costs, our Health Care Benefits segment's results of operations and competitiveness will be adversely
affected.
· The reserves we hold for expected claims in our Insured Health Care Benefits products are based on estimates that involve an extensive degree of

judgment and are inherently variable. Any reserve, including a premium deficiency reserve, may be insufficient. If actual claims exceed our
estimates, our results of operations could be materially adversely affected, and our ability to take timely corrective actions to limit future costs may
be limited.

· Extreme events, or the threat of extreme events, could materially increase our health care (including behavioral health) costs. We cannot predict
whether or when any such events will occur.

· Legislative and regulatory changes could create significant challenges to our Medicare Advantage and Medicare Part D revenues and results of
operations, and proposed changes to these programs could create significant additional challenges.
· Entitlement program reform, if it occurs, could have a material adverse effect on our businesses, operations and/or results of operations.

S-vi
Table of Contents
· We may not be able to obtain adequate premium rate increases in our Insured Health Care Benefits products, which would have an adverse effect on

our revenues, MBRs and results of operations and could magnify the adverse impact of increases in health care and other benefit costs and of the
Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act's (collectively, the "ACA") assessments, fees and
taxes.
· Minimum medical loss ratio ("MLR") rebate requirements limit the level of margin we can earn in our Insured Health Care Benefits products while

leaving us exposed to higher than expected medical costs. Challenges to our minimum MLR rebate methodology and/or reports could adversely
affect our results of operations.
· Our business activities are highly regulated. Our Pharmacy Services, Medicare Advantage, Medicare Part D, Medicaid, dual eligible, dual eligible
special needs plan, small group and certain other products are subject to particularly extensive and complex regulations. If we fail to comply with

applicable laws and regulations, we could be subject to significant adverse regulatory actions or suffer brand and reputational harm which may have a
material adverse effect on our businesses. Compliance with existing and future laws, regulations and/or judicial decisions may reduce our
profitability and limit our growth.

· If our compliance or other systems and processes fail or are deemed inadequate, we may suffer brand and reputational harm and become subject to
regulatory actions or litigation which could adversely affect our businesses, results of operations, cash flows and/or financial condition.

· Our litigation and regulatory risk profile are changing as a result of the Aetna Acquisition and as we offer new products and services and expand in
business areas beyond our historical core businesses of Retail/LTC and Pharmacy Services.
· We routinely are subject to litigation and other adverse legal proceedings, including class actions and qui tam actions. Many of these proceedings

seek substantial damages which may not be covered by insurance. These proceedings may be costly to defend, result in changes in our business
practices, harm our brand and reputation and adversely affect our businesses and results of operations.

· We frequently are subject to regular and special governmental audits, investigations and reviews that could result in changes to our business
practices and also could result in material refunds, fines, penalties, civil liabilities, criminal liabilities and other sanctions.
· We are subject to retroactive adjustments to and/or withholding of certain premiums and fees, including as a result of U.S. Centers for Medicare &

Medicaid Services ("CMS") risk adjustment data validation ("RADV") audits. We generally rely on health care providers to appropriately code
claim submissions and document their medical records. If these records do not appropriately support our risk adjusted premiums, we may be required
to refund premium payments to CMS and/or pay fines and penalties under the False Claims Act.
· Programs funded in whole or in part by the U.S. federal government account for a significant portion of our revenues. The U.S. federal government
and our other government customers may reduce funding for health care or other programs, cancel or decline to renew contracts with us, or make
changes that adversely affect the number of persons eligible for certain programs, the services provided to enrollees in such programs, our premiums

and our administrative and health care and other benefit costs, any of which could have a material adverse effect on our businesses, results of
operations and cash flows. In addition, an extended federal government shutdown or a delay by Congress in raising the federal government's debt
https://www.sec.gov/Archives/edgar/data/64803/000119312519219011/d47615d424b2.htm[8/13/2019 11:05:33 AM]

424B2
ceiling could lead to a delay, reduction, suspension or cancellation of federal government spending and a significant increase in interest rates that
could, in turn, have a material adverse effect on our businesses, results of operations and cash flows.
· Our results of operations may be adversely affected by changes in laws and policies governing employers and by union organizing activity.
· We must develop and maintain a relevant omni-channel experience for our retail customers.

S-vii
Table of Contents
· We must maintain and improve our relationships with our retail and specialty pharmacy customers and increase the demand for our products and

services, including proprietary brands. If we fail to develop new products, differentiate our products from those of our competitors or demonstrate
the value of our products to our customers and members, our ability to retain or grow our customer base may be adversely affected.
· In order to be competitive in the increasingly consumer-oriented marketplace for our health care products and services, we will need to develop and

deploy consumer-friendly products and services and make investments in consumer engagement, reduce our cost structure and compete successfully
with new entrants into our businesses. If we are unsuccessful, our future growth and profitability may be adversely affected.

· Our results of operations may be adversely affected if we are unable to contract with manufacturers, providers, suppliers and vendors on competitive
terms and develop and maintain attractive networks with high quality providers.
· If our service providers fail to meet their contractual obligations to us or to comply with applicable laws or regulations, we may be exposed to brand

and reputational harm, litigation or regulatory action. This risk is particularly high in our Medicare, Medicaid, dual eligible and dual eligible special
needs plan programs.

· Continuing consolidation and integration among providers and other suppliers may increase our medical and other covered benefits costs, make it
difficult for us to compete in certain geographies and create new competitors.

· We may experience increased medical and other benefit costs, litigation risk and customer and member dissatisfaction when providers that do not
have contracts with us render services to our Health Care Benefits members.
· Customers, particularly large sophisticated customers, expect us to implement their contracts and onboard their employees and members efficiently

and effectively. Failure to do so could adversely affect our reputation, businesses, results of operations, cash flows and prospects. If we or our
vendors fail to provide our customers with quality service that meets their expectations, our ability to retain and grow our membership and customer
base will be adversely affected.

· We are subject to payment-related risks that could increase our operating costs, expose us to fraud or theft, subject us to potential liability and
disrupt our business operations.

· Our and our vendors' operations are subject to a variety of business continuity hazards and risks, any of which could interrupt our operations or
otherwise adversely affect our performance and results of operations.

· We and our vendors have experienced cyber attacks. We can provide no assurance that we or our vendors will be able to detect, prevent or contain
the effects of such attacks or other information security (including cybersecurity) risks or threats in the future.

· The failure or disruption of our information technology systems or the failure of our information technology infrastructure to support our businesses
could adversely affect our reputation, businesses, results of operations and cash flows.
· Our business success and results of operations depend in part on effective information technology systems and on continuing to develop and

implement improvements in technology. Pursuing multiple initiatives simultaneously could make this continued development and implementation
significantly more challenging.
· Sales of our products and services are dependent on our ability to attract and motivate internal sales personnel and independent third-party brokers,

consultants and agents. New distribution channels create new disintermediation risk. We may be subject to penalties or other regulatory actions as a
result of the marketing practices of brokers and agents selling our products.
· We also face other risks that could adversely affect our businesses, results of operations, financial condition and/or cash flows, which include:

·
Failure of our corporate governance policies or procedures, for example significant financial decisions being made at an inappropriate level
in our organization;

S-viii
Table of Contents
https://www.sec.gov/Archives/edgar/data/64803/000119312519219011/d47615d424b2.htm[8/13/2019 11:05:33 AM]

424B2

·
Inappropriate application of accounting principles or a significant failure of internal control over financial reporting, which could lead to a
restatement of our results of operations and/or a deterioration in the soundness and accuracy of our reported results of operations; and

·
Failure to adequately manage our run-off businesses and/or our regulatory and financial exposure to businesses we have sold, including
Aetna's divested standalone Medicare Part D, domestic group life insurance, group disability insurance and absence management businesses.
· Goodwill and other intangible assets could, in the future, become impaired.

· We would be adversely affected if we do not effectively deploy our capital. Downgrades or potential downgrades in our credit ratings, should they
occur, could adversely affect our brand and reputation, businesses, cash flows, financial condition and results of operations.

· Adverse conditions in the U.S. and global capital markets can significantly and adversely affect the value of our investments in debt and equity
securities, mortgage loans, alternative investments and other investments, our results of operations and/or our financial condition.

· We have limited experience in the insurance and managed health care industry, which may hinder our ability to achieve our objectives as a combined
company.
· The Aetna Acquisition may not be accretive, and may be dilutive, to our earnings per share, which may adversely affect our stock price.

· We may fail to successfully combine the businesses and operations of CVS Health and Aetna to realize the anticipated benefits and cost savings of
the Aetna Acquisition within the anticipated timeframe or at all, which could adversely affect our stock price.

· Our future results may be adversely impacted if we do not effectively manage our expanded operations following completion of the Aetna
Acquisition.
· We may have difficulty attracting, motivating and retaining executives and other key employees following completion of the Aetna Acquisition.
· The Aetna integration process could disrupt our ongoing businesses and/or operations.
· Our indebtedness following completion of the Aetna Acquisition is substantially greater than our indebtedness on a stand-alone basis and greater

than the combined indebtedness of CVS Health and Aetna existing prior to the announcement of the transaction. This increased level of indebtedness
could adversely affect our business flexibility and increase our borrowing costs.
· We will continue to incur significant integration-related costs in connection with the Aetna Acquisition.

· We expect to continue to pursue acquisitions, joint ventures, strategic alliances and other inorganic growth opportunities, which may be unsuccessful,
cause us to assume unanticipated liabilities, disrupt our existing businesses, be dilutive or lead us to assume significant debt, among other things.
· We may be unable to successfully integrate companies we acquire.

· As a result of our expanded international operations, we face political, legal and compliance, operational, regulatory, economic and other risks that
we do not face or are more significant than in our domestic operations.
The foregoing list is not exhaustive. There can be no assurance that the Company has correctly identified all the risks that affect it. Additional risks
and uncertainties not presently known to the Company or that the Company currently believes to be immaterial also may adversely affect the Company's
businesses. Should any risks or uncertainties develop into actual events, these developments could have a material adverse effect on the Company's
businesses, operating results, cash flows and/or financial condition. For these reasons, you are cautioned not to place undue reliance on the Company's
forward-looking statements.

S-ix
Table of Contents
SUMMARY
Overview
CVS Health, together with its subsidiaries, is the nation's premier health innovation company helping people on their path to better health.
Whether in one of its pharmacies or through its health services and plans, CVS Health is pioneering a bold new approach to total health by making
quality care more affordable, accessible, simple and seamless. CVS Health is community-based and locally focused, engaging consumers with the
care they need when and where they need it. The Company has approximately 9,900 retail locations, approximately 1,100 walk-in medical clinics, a
leading pharmacy benefits manager with more than 102 million plan members, a dedicated senior pharmacy care business serving more than one
million patients per year and expanding specialty pharmacy services. CVS Health also serves an estimated 38 million people through traditional,
voluntary and consumer-directed health insurance products and related services, including rapidly expanding Medicare Advantage offerings and a
leading standalone Medicare Part D prescription drug plan ("PDP"). The Company believes its innovative health care model increases access to
quality care, delivers better health outcomes and lowers overall health care costs.
https://www.sec.gov/Archives/edgar/data/64803/000119312519219011/d47615d424b2.htm[8/13/2019 11:05:33 AM]

424B2
On November 28, 2018 (the "Aetna Acquisition Date"), the Company acquired Aetna for a combination of cash and CVS Health stock (the
"Aetna Acquisition"). The Company acquired Aetna to help improve the consumer health care experience by combining Aetna's health care benefits
products and services with CVS Health's more than 9,900 retail locations, approximately 1,100 walk-in medical clinics and integrated pharmacy
capabilities with the goal of becoming the new, trusted front door to health care. The consolidated financial statements for the year ended
December 31, 2018 reflect Aetna's results subsequent to the Aetna Acquisition Date.
On October 10, 2018, the Company and Aetna entered into a consent decree with the United States Department of Justice ("DOJ") allowed the
Company's proposed acquisition of Aetna to proceed, provided Aetna agreed to sell its individual standalone Medicare Part D PDPs. As part of the
agreement reached with the DOJ, Aetna entered into a purchase agreement with a subsidiary of WellCare Health Plans, Inc. for the divestiture of
Aetna's standalone Medicare Part D PDPs effective December 31, 2018. On November 30, 2018, Aetna completed the sale of its standalone Medicare
Part D PDPs. Aetna's standalone Medicare Part D PDPs had an aggregate of approximately 2.3 million members as of December 31, 2018. Aetna will
provide administrative services to, and will retain the financial results of, the divested plans through 2019.
As a result of the Aetna Acquisition, the Company added the Health Care Benefits segment. Certain aspects of Aetna's operations, including
products for which the Company no longer solicits or accepts new customers, such as large case pensions and long-term care insurance products, are
included in the Company's Corporate/Other segment.
Effective for the first quarter of 2019, the Company realigned the composition of its segments to correspond with changes to its operating model
and reflect how its Chief Operating Decision Maker reviews information and manages the business. As a result of this realignment, the Company's
SilverScript® PDP moved from the Pharmacy Services segment to the Health Care Benefits segment. In addition, the Company moved Aetna's mail
order and specialty pharmacy operations from the Health Care Benefits segment to the Pharmacy Services segment. Segment financial information for
the three and six months ended June 30, 2018 has been retrospectively adjusted to reflect these changes.
The Company has four reportable segments: Pharmacy Services, Retail/LTC, Health Care Benefits and Corporate/Other.
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

S-1
Table of Contents
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 within the Investors section 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.
Tender Offers
On August 8, 2019, we commenced cash tender offers (the "Tender Offers") for (1) any and all of our 3.125% Senior Notes due 2020 (the
"2020 Any and All Notes"), (2) up to $2,000,000,000 aggregate principal amount of our Floating Rate Notes due 2020 and our 2.800% Senior Notes
due 2020 less the aggregate principal amount of 2020 Any and All Notes validly tendered and accepted for purchase, (3) any and all of our 4.125%
Senior Notes due 2021, the 4.125% Senior Notes due 2021 issued by Aetna and the 5.450% Senior Notes due 2021 issued by Coventry Health Care,
Inc., a wholly-owned subsidiary of Aetna (collectively, the "2021 Any and All Notes") and (4) up to $2,000,000,000 aggregate principal amount of
our 3.350% Senior Notes due 2021, our Floating Rate Notes due 2021 and our 2.125% Senior Notes due 2021 less the aggregate principal amount of
2021 Any and All Notes validly tendered and accepted for purchase (all such series of notes, collectively, the "Tender Offer Notes"). We intend to use
the net proceeds from this offering, subject to the terms and conditions of the Tender Offers, together with cash on hand, for the purchase of the
Tender Offer Notes tendered pursuant to the Tender Offers and the payment of related premiums, fees and expenses. Any net proceeds not used for
the foregoing shall be used for general corporate purposes.
This offering is not conditioned upon consummation of the Tender Offers. We are permitted, subject to applicable law, to amend, extent or
terminate the Tender Offers, and there can be no assurance that we will consummate the Tender Offers. This prospectus supplement is not an offer to
purchase or a solicitation of an offer to sell the Tender Offer Notes and does not constitute a redemption notice for the Tender Offer Notes.

S-2
https://www.sec.gov/Archives/edgar/data/64803/000119312519219011/d47615d424b2.htm[8/13/2019 11:05:33 AM]

424B2
Table of Contents
The Offering
Issuer
CVS Health Corporation.
Securities Offered
$1,000,000,000 aggregate principal amount of 2.625% Senior Notes due 2024.

$750,000,000 aggregate principal amount of 3.000% Senior Notes due 2026.

$1,750,000,000 aggregate principal amount of 3.250% Senior Notes due 2029.
Maturity Date
The 2024 notes: August 15, 2024.

The 2026 notes: August 15, 2026.

The 2029 notes: August 15, 2029.
Interest Payment Dates
We will pay interest on the 2024 notes, 2026 notes and 2029 notes on February 15 and
August 15 of each year beginning on February 15, 2020.

Interest on the notes offered hereby will accrue from August 15, 2019.
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 indebtedness
and will be structurally subordinated to the indebtedness of our subsidiaries, including the
indebtedness of Aetna and its subsidiaries.
Use of Proceeds
We estimate that the net proceeds to us from this offering will be approximately
$3,457,890,800, after deducting the underwriting discount and estimated offering expenses
payable by us. We intend to use the net proceeds from this offering, subject to the terms and
conditions of the Tender Offers, together with cash on hand, for the purchase of the Tender
Offer Notes tendered pursuant to the Tender Offers and the payment of related premiums,
fees and expenses. Any net proceeds not used for the foregoing shall be used for general
corporate purposes. This offering is not conditioned upon consummation of the Tender
Offers. See "Use of Proceeds."
Optional Redemption
Prior to (i) with respect to the 2024 notes, July 15, 2024 (one month prior to the maturity
date of such notes), (ii) with respect to the 2026 notes, June 15, 2026 (two months prior to
the maturity date of such notes), and (iii) with respect to the 2029 notes, May 15, 2029 (three
months prior to the maturity date of such notes) (in each case, the "Applicable Par Call
Date"), such series of notes will be redeemable, in whole or in part at any time, at our option
upon not less than 15 nor

S-3
Table of Contents
more than 60 days' notice at a redemption price, plus accrued and unpaid interest, if any, to,
but excluding, the redemption date, equal to the greater of: (1) 100% of the aggregate
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 (not including
any portion of such payments of interest accrued to the redemption date) discounted to the
https://www.sec.gov/Archives/edgar/data/64803/000119312519219011/d47615d424b2.htm[8/13/2019 11:05:33 AM]

Document Outline

- #1">