Obligation CVS Health Corp 4% ( US126650CC26 ) en USD

CVS Health Corp

99.939 % ▲

Etas-Unis

US126650CC26 ( en USD )

4% par an ( paiement semestriel )

04/12/2023 - Obligation échue

Prospectus brochure de l'obligation CVS Health Corp US126650CC26 en USD 4%, échue

1 000 USD

1 250 000 000 USD

126650CC2

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

L'Obligation émise par CVS Health Corp ( Etas-Unis ) , en USD, avec le code ISIN US126650CC26, paye un coupon de 4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 04/12/2023

L'Obligation émise par CVS Health Corp ( Etas-Unis ) , en USD, avec le code ISIN US126650CC26, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par CVS Health Corp ( Etas-Unis ) , en USD, avec le code ISIN US126650CC26, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents

Filed pursuant to Rule 424(b)(2)
Registration No. 333-187440
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of
Title of each class of securities Offered

Offering Price

Registration Fee(1)
1.200% Senior Notes due December 5, 2016

$ 750,000,000

$ 96,600
2.250% Senior Notes due December 5, 2018

$1,250,000,000

$161,000
4.000% Senior Notes due December 5, 2023

$1,250,000,000

$161,000
5.300% Senior Notes due December 5, 2043

$ 750,000,000

$ 96,600
Total

$4,000,000,000

$515,200

(1) Calculated in accordance with Rule 457(r).

PROSPECTUS SUPPLEMENT
(To Prospectus Dated March 21, 2013)

$750,000,000 1.20% Senior Notes due 2016
$1,250,000,000 2.25% Senior Notes due 2018
$1,250,000,000 4.00% Senior Notes due 2023
$750,000,000 5.30% Senior Notes due 2043
This is an offering by CVS Caremark Corporation of an aggregate of $750,000,000 of 1.20% Senior Notes due 2016, which we refer
to as the "2016 notes," an aggregate of $1,250,000,000 of 2.25% Senior Notes due 2018, which we refer to as the "2018 notes," an
aggregate of $1,250,000,000 of 4.00% Senior Notes due 2023, which we refer to as the "2023 notes" and an aggregate of
$750,000,000 of 5.30% Senior Notes due 2043, which we refer to as the "2043 notes." We refer to the 2016 notes, the 2018 notes,
the 2023 notes and the 2043 notes collectively as the "notes."
We will pay interest on the notes on June 5 and December 5 of each year beginning on June 5, 2014. 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 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.
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-7.
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.

Per 2016
Per 2018
Per 2023
Per 2043

Note
Total

Note
Total

Note
Total

Note
Total

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Public Offering Price
99.962% $749,715,000 99.887% $1,248,587,500 99.560% $1,244,500,000 99.806% $748,545,000
Underwriting Discount
0.350% $ 2,625,000 0.600% $
7,500,000 0.650% $
8,125,000 0.875% $ 6,562,500
Proceeds, before expenses, to CVS
Caremark
99.612% $747,090,000 99.287% $1,241,087,500 98.910% $1,236,375,000 98.931% $741,982,500
Barclays Capital Inc., on behalf of the underwriters, expects to deliver the notes on or about December 5, 2013. 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.

Guggenheim Securities

Fifth Third Securities, Inc.

BB&T Capital Markets
Mitsubishi UFJ Securities

KeyBanc Capital Markets

TD Securities
RBC Capital Markets

Mizuho Securities

Capital One Securities
RBS

SMBC Nikko

Regions Securities LLC
SunTrust Robinson Humphrey

PNC Capital Markets LLC

The Williams Capital Group, L.P.
US Bancorp

Santander

The date of this prospectus supplement is December 2, 2013
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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-1

THE COMPANY
S-3

THE OFFERING
S-5

RISK FACTORS
S-7

USE OF PROCEEDS
S-8

CAPITALIZATION
S-9

SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA
S-10
DESCRIPTION OF THE NOTES
S-13
UNDERWRITING
S-21
U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-25
LEGAL MATTERS
S-29
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
S-29
PROSPECTUS

Page
THE COMPANY

1

WHERE YOU CAN FIND MORE INFORMATION

3

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

4

USE OF PROCEEDS

5

RATIO OF EARNINGS TO FIXED CHARGES

6

DESCRIPTION OF DEBT SECURITIES

6

FORMS OF SECURITIES

18
VALIDITY OF SECURITIES

19
EXPERTS

19

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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 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 Caremark," the "Company," "we," "us" and "our"
refer to CVS Caremark Corporation and its subsidiaries.

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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special 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 N.E., Room 1580, 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, among other things, the
registration statement, of which the accompanying prospectus is part, including the exhibits and schedules thereto.
The SEC allows us to "incorporate by reference" the information we file with them, which means that we can disclose important
information to you by referring you to those documents. The information incorporated by reference is an important part of this
prospectus supplement, and 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 sell all of the securities covered by this prospectus supplement:

(i)
CVS Caremark's Annual Report on Form 10-K filed on February 15, 2013;

(ii) CVS Caremark's Quarterly Reports on Form 10-Q filed on May 1, 2013, August 6, 2013 and November 5, 2013; and

(iii) CVS Caremark's Current Reports on Form 8-K filed on March 29, 2013, May 1, 2013, May 13, 2013 (as amended on

Form 8-K/A filed on May 14, 2013), July 10, 2013, August 2, 2013, September 25, 2013, November 25, 2013 and
November 27, 2013; and

(iv) CVS Caremark's Definitive Proxy Statement on Schedule 14A filed on March 29, 2013 (as to the information under the
captions "Committees of the Board," "Director Nominations," "Code of Conduct," "Certain Transactions with Directors
and Officers," "Audit Committee Report," "Share Ownership of Directors and Certain Executive Officers," "Biographies

of our Board Nominees," "Section 16 (a) Beneficial Ownership Reporting Compliance," "Item 2: Ratification of
Appointment of Independent Registered Public Accounting Firm" and "Executive Compensation and Related Matters,"
including "Compensation Discussion and Analysis," and "Management Planning and Development Committee Report").
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 Caremark Corporation
670 White Plains Road, Suite 210
Scarsdale, New York 10583
(800) 201-0938

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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 the safe harbor provisions of the Private Securities Litigation Reform Act of
1995 (the "Reform Act"). Generally, the inclusion of the words "believe," "expect," "intend," "estimate," "project," "anticipate,"
"will," "should" and similar expressions identify statements that constitute forward-looking statements. All statements addressing
operating performance of CVS Caremark Corporation or any subsidiary, events or developments that the Company expects or
anticipates will occur in the future, including statements relating to 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 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 Reform Act.
The forward-looking statements are and will be based upon management's then-current views and assumptions regarding future
events and operating performance, and are applicable only as of the dates of such statements. The Company undertakes no obligation
to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
By their nature, all forward-looking statements involve risks and uncertainties. Actual results may differ materially from those
contemplated by the forward-looking statements for a number of reasons, including, but not limited to:

· Risks relating to the health of the economy in general and in the markets the Company serves, which could impact consumer
purchasing power, preferences and/or spending patterns, drug utilization trends, the financial health of the Company's PBM

clients or other payors doing business with the Company 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 the Company's ability to offer plan sponsors pricing that includes the use of retail "differential" or
"spread."

· 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 CVS
Caremark's participation in Medicare, Medicaid and

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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 for 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.

· An extremely competitive business environment, including the uncertain impact of increased consolidation in the PBM
industry, uncertainty concerning the ability of the Company's retail pharmacy business to secure and maintain contractual

relationships with PBMs and other payors on acceptable terms, and uncertainty concerning the ability of the Company's 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.

· The Company's ability to consummate, fully integrate and to realize the planned benefits associated with the acquisition of

Coram LLC in accordance with the expected timing.

· Uncertainty relating to the effect on our net revenues, gross profit, marketing and other operating expenses and cash flows

over time if the Company is unable to retain the business we have gained as a result of the Express Scripts and Walgreens
contractual impasse to the extent anticipated.

· Risks relating to the Company's ability to secure timely and sufficient access to the products it sells from its 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 and legislative priorities related to reform of the health care system in the future.

· Risks relating to the Company's failure to properly maintain our information technology systems, our information security

systems and our infrastructure to support the Company's 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 the Company's business.

· Risks related to litigation, government investigations and other legal proceedings as they relate to the Company's business,

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

· Other risks and uncertainties detailed from time to time in the Company's filings with the SEC.
The foregoing list is not exhaustive. There can be no assurance that the Company has correctly identified and appropriately
assessed all factors affecting its business. Additional risks and uncertainties not presently known to the Company or that it currently
believes to be immaterial also may adversely impact the Company. Should any risks and uncertainties develop into actual events,
these developments could have a material adverse effect on the Company's business, financial condition and results of operations.
For these reasons, you are cautioned not to place undue reliance on the Company's forward-looking statements.

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THE COMPANY
Introduction
CVS Caremark Corporation ("CVS Caremark", the "Company", "we" or "us"), together with its subsidiaries, is the largest
integrated pharmacy health care provider in the United States. We are uniquely positioned to deliver significant benefits to health
plan sponsors through effective cost management solutions and innovative programs that engage plan members and promote
healthier and more cost-effective behaviors. Our integrated pharmacy services model enhances our ability to offer plan members
and consumers expanded choice, greater access and more personalized services to help them on their path to better health. We
effectively manage pharmaceutical costs and improve health care outcomes through our pharmacy benefit management, mail order
and specialty pharmacy division, CVS Caremark® Pharmacy Services ("Caremark"); our more than 7,600 CVS/pharmacy® and
Drogaria Onofre® retail stores; our retail-based health clinic subsidiary, MinuteClinic®; and our online retail pharmacies,
CVS.com® and Onofre.com.br®.
We currently have three reportable segments: Pharmacy Services, Retail Pharmacy and Corporate.
Pharmacy Services Segment
Our Pharmacy Services Segment provides a full range of PBM services, including mail order and specialty pharmacy
services, plan design and administration, formulary management, discounted drug purchase arrangements, Medicare Part D
services, retail pharmacy network management services, prescription management systems, clinical services, disease management
services and pharmacogenomics. Our clients are primarily employers, insurance companies, unions, government employee
groups, managed care organizations and other sponsors of health benefit plans and individuals throughout the United States. As a
pharmacy benefits manager, we manage the dispensing of pharmaceuticals through our mail order pharmacies and national
network of nearly 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 Caremark® and CarePlus
CVS/pharmacy® names. The Pharmacy Services Segment also provides health management programs, which include integrated
condition management programs for 17 rare conditions, through our Accordant® health 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 Caremark® Pharmacy
Services, Caremark®, CVS Caremark®, CarePlus CVS/pharmacy®, RxAmerica®, Accordant®, SilverScript® and Novologix®
names. As of September 30, 2013, the Pharmacy Services Segment operated 30 retail specialty pharmacy stores, 12 specialty
mail order pharmacies and four mail service pharmacies located in 22 states, Puerto Rico and the District of Columbia.
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, photo finishing, seasonal merchandise, greeting cards and convenience foods
through our CVS/pharmacy, CVS®, Longs Drugs®, and Drogaria Onofre retail stores and online through CVS.com and
Onofre.com.br. Our Retail Pharmacy Segment derives the majority of its revenues through the sale of prescription drugs, which
are

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dispensed by our more than 23,000 retail pharmacists. Our Retail Pharmacy Segment also provides health care services through
our MinuteClinic health care clinics. 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 September 30, 2013, our Retail Pharmacy Segment included 7,601 retail drugstores
(of which 7,541 operated a pharmacy) located in 42 states, the District of Columbia, Puerto Rico and Brazil operating primarily
under the CVS/pharmacy®, CVS®, Longs Drugs®, or Drogaria Onofre® names, 18 onsite pharmacies, 726 retail health care
clinics operating under the MinuteClinic® name (of which 718 were located in CVS/pharmacy stores), and our online retail
websites, CVS.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 Caremark 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 Caremark is available through our website at http://www.cvscaremark.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://www.cvscaremark.com/investors. 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.
Recent Developments
On November 27, 2013, CVS Caremark announced it entered into an agreement to acquire Coram LLC ("Coram"), the
specialty infusion services and enteral nutrition business unit of Apria Healthcare Group Inc. for approximately $2.1 billion.
Coram is one of the nation's largest providers of comprehensive infusion services, providing infusion therapies and nutrition
services to more than 20,000 patients each month. Coram cares for patients primarily through home infusion as well as a national
network of more than 85 locations, including more than 65 ambulatory infusion suites. The transaction is subject to customary
closing conditions, including necessary regulatory approvals, and is expected to close by the end of the first quarter of 2014.

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THE OFFERING

Issuer
CVS Caremark Corporation.

Securities Offered
$750,000,000 aggregate principal amount of 1.20% Senior Notes due 2016 (the
"2016 notes").

$1,250,000,000 aggregate principal amount of 2.25% Senior Notes due 2018

(the "2018 notes").

$1,250,000,000 aggregate principal amount of 4.00% Senior Notes due 2023

(the "2023 notes").

$750,000,000 aggregate principal amount of 5.30% Senior Notes due 2043 (the

"2043 notes").

Maturity Date
The 2016 notes: December 5, 2016

The 2018 notes: December 5, 2018

The 2023 notes: December 5, 2023

The 2043 notes: December 5, 2043

Interest Payment Dates
We will pay interest on the notes on June 5 and December 5, beginning on June
5, 2014.

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

from December 5, 2013.

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
$3,961,645,300, which we intend to use to repay commercial paper and for
general corporate purposes, which may include funding the acquisition of
Coram. See "Use of Proceeds"

Optional Redemption
We may redeem some or all of the notes at any time and from time to time at the
prices described under the heading "Description of the Notes--Optional
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."

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