Obligation CVS Care Corp 4.875% ( US126650AV25 ) en USD

CVS Care Corp

100 % ⇌

Etas-Unis

US126650AV25 ( en USD )

4.875% par an ( paiement semestriel )

14/09/2014 - Obligation échue

Prospectus brochure de l'obligation CVS Health Corp US126650AV25 en USD 4.875%, échue

1 000 USD

550 000 000 USD

126650AV2

NR

NR

CVS Health Corp est une entreprise américaine de soins de santé qui gère une chaîne de pharmacies, offre des services de santé et gère des programmes de gestion des médicaments.

L'Obligation émise par CVS Care Corp ( Etas-Unis ) , en USD, avec le code ISIN US126650AV25, paye un coupon de 4.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/09/2014

L'Obligation émise par CVS Care Corp ( Etas-Unis ) , en USD, avec le code ISIN US126650AV25, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par CVS Care Corp ( Etas-Unis ) , en USD, avec le code ISIN US126650AV25, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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424B3 1 a2144857z424b3.htm FORM 424(B)(3)
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TABLE OF CONTENTS
Filed Pursuant to Rule 424 (b) 3
Registration Statement No. 333-119023
PROSPECTUS

CVS Corporation
Offer to Exchange
4% Notes Due September 15, 2009
47/8% Exchange Notes Due September 15, 2014
for
4% Notes Due September 15, 2009
47/8% Exchange Notes Due September 15, 2014
We are offering to exchange up to $650,000,000 of our new 4% Exchange Notes due September 15, 2009
and up to $550,000,000 of our new 47/8% Exchange Notes due September 15, 2014, which we collectively refer
to as the new notes, for up to $650,000,000 of our existing 4% Notes due September 15, 2009 for up to
$550,000,000 of our existing 47/8% Notes due September 15, 2009, which we collectively refer to as the old
notes. The terms of the new notes are identical in all material respects to the terms of the old notes, except that
the new notes have been registered under the Securities Act, and the transfer restrictions and registration rights
relating to the old notes do not apply to the new notes.
To exchange your old notes for new notes:
·
you are required to make the representations described on page 30 to us
·
you must complete and send the letter of transmittal that accompanies this prospectus to the
exchange agent, The Bank of New York, by 5:00 p.m., New York time, on November 15, 2004
·
you should read the section called "The Exchange Offer" for further information on how to
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exchange your old notes for new notes
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of the notes to be issued in the exchange offer or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is October 14, 2004
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other information with the U.S.
Securities and Exchange Commission. Our SEC filings are available to the public over the Internet at the SEC's
web site at http://www.sec.gov. You may also read and copy any document we file at the SEC's public reference
rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330
for further information on the public reference rooms. Because our common stock is listed on the New York
Stock Exchange, reports and other information concerning CVS can also be inspected at the office of the New
York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005. In addition, our SEC filings, as well
as other Company information, are available via the internet on our corporate web site at http://www.cvs.com.
This prospectus is a part of a registration statement filed by us with the SEC under the Securities Act. As
allowed by SEC rules, this prospectus does not contain all of the information that you can find in the registration
statement or the exhibits to the registration statement.
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 includes important business and financial information that is not included in this document and is an
important part of this prospectus, and information that we file later with the SEC will automatically update and
supersede the information in this prospectus. 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, excluding information deemed to be furnished and not filed with the SEC after the date of this
prospectus and prior to the earlier of the 180th day after the expiration date or such time as broker-dealers no
longer own any new notes.
(1)
CVS' Annual Report on Form 10-K for the fiscal year ended January 3, 2004;
(2)
CVS' Quarterly Report on Form 10-Q for the quarter ended July 3, 2004; and
(3)
CVS' Current Report on Form 8-K filed on April 6, 2004 and September 14, 2004.
You may request a copy of these filings at no cost, by writing or telephoning us at the following address:
Nancy R. Christal
Vice President, Investor Relations
CVS Corporation
670 White Plains Road, Suite 210
Scarsdale, New York, 10583
(800) 201-0938
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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 (the "Reform Act") provides a safe harbor for forward-
looking statements made by or on behalf of CVS Corporation. We may, from time to time, make forward-looking
statements in our filings with the SEC. Generally, the inclusion of the words "believe," "expect," "intend,"
"estimate," "project," "anticipate," "will," and similar expressions identify statements that constitute forward-
looking statements. All statements addressing the operating performance of CVS Corporation or any subsidiary
or any events, or developments that we expect or anticipate will occur in the future, including statements relating
to sales growth, earnings or earnings per common share growth, free cash flow, debt rating, inventory levels,
inventory turn and loss rates, store development, relocations and new market entries, as well as statements
expressing optimism or pessimism about future operating results or events, are forward-looking statements within
the meaning of the Reform Act. The forward-looking statements are and will be based upon management's then
current views and assumptions regarding future events and operating performance, and are applicable only as of
the dates of such statements. We undertake no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events, or otherwise. By their nature, all forward-looking
statements involve risks and uncertainties. Actual results may differ materially from those contemplated by the
forward-looking statements for a number of reasons, including but not limited to:
·
The continued efforts of health maintenance organizations, managed care organizations,
pharmacy benefit management companies, governmental entities and other third party payers to
reduce prescription drug costs and pharmacy reimbursement rates;
·
The growth of mail order pharmacies and changes to pharmacy benefit plans requiring
maintenance medications to be filled exclusively through mail order pharmacies;
·
Our ability to integrate successfully and significantly improve the operating results of the
Southern Business (as defined below);
·
Increased competition from other drugstore chains, supermarkets, membership clubs, discount
retailers and internet companies (e-commerce) as well as changes in consumer preferences or
loyalties;
·
The frequency and rate of introduction of successful new prescription drugs;
·
Our ability to generate sufficient cash flows to support capital expansion and general operating
activities;
·
Interest rate fluctuations and changes in capital market conditions or other events affecting our
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ability to obtain necessary financing on favorable terms;
·
Our ability to identify, implement and successfully manage and finance strategic expansion
opportunities including entering new markets, acquisitions and joint ventures;
·
Our ability to establish effective advertising, marketing and promotional programs (including
pricing strategies and price reduction programs implemented in response to competitive pressures
and/or to drive demand);
·
Our ability to continue to secure suitable new store locations under acceptable lease terms;
·
Our ability to attract, hire and retain suitable pharmacists and management personnel;
·
Our ability to achieve cost efficiencies and other benefits from various operational initiatives and
technological enhancements;
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·
Litigation risks as well as changes in laws and regulations, including changes in accounting
standards and taxation requirements (including tax rate changes, new tax laws and revised tax law
interpretations);
·
The creditworthiness of the purchasers of businesses formerly owned by us and whose leases are
guaranteed by CVS;
·
Fluctuations in inventory cost, availability and loss levels and our ability to maintain relationships
with suppliers on favorable terms;
·
Our ability to implement successfully and to manage new computer systems and technologies;
·
The strength of the economy in general or in the markets served by CVS, including changes in
consumer purchasing power and/or spending patterns; and
·
Other risks and uncertainties detailed from time to time in our filings with the SEC.
The foregoing list is not exhaustive. There can be no assurance that we have correctly identified and
appropriately assessed all factors affecting our 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 material adverse effects 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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SUMMARY
The following summary contains basic information about this exchange offer. It may not contain all the
information that is important to you in making your investment decision. More detailed information appears
elsewhere in this prospectus and in our consolidated financial statements and accompanying notes that we
incorporate by reference. "The Exchange Offer" and the "Description of the New Notes" sections of this
prospectus contain more detailed information regarding the terms and conditions of the exchange offer and the
new notes. Certain capitalized terms used in this prospectus summary are defined elsewhere in this prospectus.
Unless the context clearly implies otherwise, the words "CVS," "company," "we," "our," "ours" and "us" refer to
CVS Corporation and its subsidiaries.
CVS Corporation
CVS Corporation is a leader in the retail drugstore industry in the United States with net sales of
$26.6 billion in fiscal 2003, making us the second largest retail drugstore chain based on sales. As of July 3,
2004, we operated 4,206 retail and specialty pharmacy stores in 32 states and the District of Columbia. At the end
of fiscal 2003, we operated in 68 of the top 100 U.S. drugstore markets and held the number one market share in
32 of these markets. At the end of fiscal 2003, we held the number one or number two market share in 62% of the
markets in which we operated. During fiscal 2003, we filled over 334 million prescriptions, or approximately
10% of the U.S. retail market. Our current operations are grouped into two businesses: Retail Pharmacy and
Pharmacy Benefit Management, or PBM.
Retail Pharmacy--As of July 3, 2004, the Retail Pharmacy business included 4,159 retail drugstores and
our online retail website, CVS.com. The retail drugstores are located in 28 states and the District of
Columbia, operating under the CVS® or CVS/pharmacy® name. CVS/pharmacy stores sell prescription
drugs and a wide assortment of general merchandise, including over-the-counter drugs, greeting cards,
film and photo finishing services, beauty products and cosmetics, seasonal merchandise and convenience
foods, which we refer to as "front store" products. Existing stores generally range in size from
approximately 8,000 to 12,000 square feet, although most new stores are based on either an
approximately 10,000 or 12,000 square foot prototype building and typically include a drive-thru
pharmacy. The Retail Pharmacy is our only reportable segment, as it represented approximately 95% of
consolidated net sales and operating profit in 2003.
Pharmacy Benefit Management--The PBM business provides a full range of prescription benefit
management services to managed care and other organizations. These services include plan design and
administration, formulary management, mail order pharmacy services, claims processing and generic
substitution. The PBM business, which, as of July 3, 2004, managed approximately 15 million lives,
operates under the PharmaCare Management Services name and ranks as one of the top ten full service
PBMs in the nation. The PBM business also includes our Specialty Pharmacy operations, which represent
the largest integrated retail and mail provider of specialty pharmacy services in the nation. Specialty
pharmacy focuses on supporting individuals that require complex and expensive drug therapies to treat
conditions such as organ transplants, HIV/AIDS and genetic conditions such as infertility, multiple
sclerosis and certain cancers. As of July 3, 2004, we operated 47 specialty pharmacies, located in 19
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states and the District of Columbia, and two mail order facilities. Specialty pharmacy stores, which
operate under the Pharmacare® Pharmacy name, average 2,000 square feet in size and sell prescription
drugs and a limited assortment of front store items such as alternative medications, homeopathic remedies
and vitamins.
On July 31, 2004, CVS Corporation and its wholly owned subsidiary, CVS Pharmacy, Inc., completed the
acquisition of approximately 1,260 Eckerd drugstores (located mainly in the southern United States, including
Texas and Florida), as well as Eckerd Health Services, which includes Eckerd's pharmacy benefits management
and mail order businesses, which we refer to collectively as the
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Southern Business, from J.C. Penney Company, Inc. We refer to this acquisition herein as the acquisition of the
Southern Business.
The acquisition of the drugstores was structured as an asset purchase, while the acquisition of the pharmacy
benefit management and mail order business was structured as a stock purchase under the Asset Purchase
Agreement dated as of April 4, 2004. The purchase price under the Asset Purchase Agreement was $2.15 billion,
which is subject to adjustment based on the working capital of the Southern Business as of closing. The
consummation of the transaction makes us America's leading pharmacy retailer with more than 5,000 locations in
36 states and the District of Columbia. As a result of our acquisition, our PharmaCare® subsidiary nearly
doubled in size to more than $2 billion in sales and serves approximately 30 million lives based on 2003 pro
forma results for the combined businesses.
CVS Corporation is a Delaware Corporation. Our Store Support Center (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."
Recent Developments
On August 10, 2004, CVS announced July 2004 sales results. Same store sales (sales from stores open more
than one year) for the four weeks ended July 31, 2004 increased 4.1% over the prior year period. Pharmacy same
store sales increased 5.3% and front end same store sales increased 1.6% over the prior year period. Total sales
for the four-week period ended July 31, 2004 increased 5.9% to $2.04 billion, compared to $1.93 billion in the
prior year period. Total pharmacy sales represented 69.8% of total company sales in July 2004.
On September 8, 2004, CVS announced August 2004 sales results. Same store sales (sales from stores open
more than one year) for the four weeks ended August 28, 2004 increased 5.2% over the prior year period.
Pharmacy same store sales increased 6.8% and front end same store sales increased 1.6% over the prior year
period. Same store sales do not include the sales results of the acquired Southern Business. The acquired stores
will be included in same store sales following the one-year anniversary of the acquisition, beginning in fiscal
August 2005. Total sales for the four-week period ended August 28, 2004 increased 32.1% to $2.59 billion,
compared to $1.96 billion in the prior year period. Total pharmacy sales represented 71.0% of total company
sales in August 2004.
The Exchange Offer
New Notes

Up to $650,000,000 in principal amount of our new 4% notes due
2009 and up to $550,000,000 in principal amount of our new 47/8%
notes due 2014.
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