Obligation Caremark Health 3.7% ( US126650CV07 ) en USD

Caremark Health

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Etas-Unis

US126650CV07 ( en USD )

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09/03/2023 - Obligation échue

Prospectus brochure de l'obligation CVS Health US126650CV07 en USD 3.7%, échue

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6 000 000 000 USD

126650CV0

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CVS Health est une entreprise américaine de soins de santé intégrée qui offre des services de pharmacie au détail, des prestations de soins gérés et des services pharmaceutiques spécialisés.

L'Obligation émise par Caremark Health ( Etas-Unis ) , en USD, avec le code ISIN US126650CV07, paye un coupon de 3.7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 09/03/2023

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

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

Registered

per Unit

Price

Fee(1)(2)
Floating Rate Notes due 2020

$1,000,000,000

100.000%

$1,000,000,000

$ 124,500.00
Floating Rate Notes due 2021

$1,000,000,000

100.000%

$1,000,000,000

$ 124,500.00
3.125% Senior Notes due 2020

$2,000,000,000

99.952%

$1,999,040,000

$ 248,880.48
3.350% Senior Notes due 2021

$3,000,000,000

99.949%

$2,998,470,000

$ 373,309.52
3.700% Senior Notes due 2023

$6,000,000,000

99.104%

$5,946,240,000

$ 740,306.88
4.100% Senior Notes due 2025

$5,000,000,000

99.021%

$4,951,050,000

$ 616,405.73
4.300% Senior Notes due 2028

$9,000,000,000

98.594%

$8,873,460,000

$1,104,745.77
4.780% Senior Notes due 2038

$5,000,000,000

98.014%

$4,900,700,000

$ 610,137.15
5.050% Senior Notes due 2048

$8,000,000,000

99.430%

$7,954,400,000

$ 990,322.80

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. The total registration fee for this offering is $4,933,108.33.
(2)
Pursuant to Rule 457(p) under the Securities Act of 1933, this registration fee is partially offset by $704,925 (the "Offsetting Amount"), the
remaining amount available from unused registration fees in respect of $6,500,000,000 of unsold debt securities previously registered pursuant to the
Registrant's Registration Statement on Form S-3 (No. 333-210872) (the "Prior Registration Statement") filed with the Securities and Exchange
Commission on April 22, 2016. The Offsetting Amount consists of unused filing fees of $503,500 initially paid in connection with the filing of the
Prior Registration Statement and unused filing fees of $201,425 initially paid in connection with the filing of the Registrant's Registration Statement
on Form S-3 (No. 333-205156), filed on June 23, 2015, of which $1,500,000,000 unsold debt securities and the associated filing fees therewith were
subsequently included as part of the Registrant's Prior Registration Statement. After offsetting the registration fee by the Offsetting Amount, the
remaining balance of the registration fee of $4,228,183.33 has been paid in connection with this offering.
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus Dated May 2, 2017)
$40,000,000,000

$1,000,000,000 Floating Rate Notes due 2020
$1,000,000,000 Floating Rate Notes due 2021
$2,000,000,000 3.125% Senior Notes due 2020
$3,000,000,000 3.350% Senior Notes due 2021
$6,000,000,000 3.700% Senior Notes due 2023
$5,000,000,000 4.100% Senior Notes due 2025
$9,000,000,000 4.300% Senior Notes due 2028
$5,000,000,000 4.780% Senior Notes due 2038
$8,000,000,000 5.050% Senior Notes due 2048

This is an offering by CVS Health Corporation of an aggregate of $1,000,000,000 of Floating Rate Notes due 2020, which we refer to as the "2020 floating rate notes," an aggregate of $1,000,000,000 of Floating Rate Notes
due 2021, which we refer to as the "2021 floating rate notes," an aggregate of $2,000,000,000 of 3.125% Senior Notes due 2020, which we refer to as the "2020 notes," an aggregate of $3,000,000,000 of 3.350% Senior Notes
due 2021, which we refer to as the "2021 notes," an aggregate of $6,000,000,000 of 3.700% Senior Notes due 2023, which we refer to as the "2023 notes," an aggregate of $5,000,000,000 of 4.100% Senior Notes due 2025,
which we refer to as the "2025 notes," an aggregate of $9,000,000,000 of 4.300% Senior Notes due 2028, which we refer to as the "2028 notes," an aggregate of $5,000,000,000 of 4.780% Senior Notes due 2038, which we
refer to as the "2038 notes," and an aggregate of $8,000,000,000 of 5.050% Senior Notes due 2048, which we refer to as the "2048 notes." We refer to the 2020 floating rate notes and 2021 floating rate notes collectively as the
"floating rate notes." We refer to the 2020 notes, 2021 notes, 2023 notes, 2025 notes, 2028 notes, 2038 notes and 2048 notes collectively as the "fixed rate notes." We refer to the floating rate notes and fixed rate notes
collectively as the "notes."
We will pay interest on the floating rate notes on March 9, June 9, September 9 and December 9 of each year beginning on June 9, 2018. The 2020 floating rate notes will bear interest at a floating rate equal to LIBOR plus
0.630% per year and will mature on March 9, 2020. The 2021 floating rate notes will bear interest at a floating rate equal to LIBOR plus 0.720% per year and will mature on March 9, 2021.
We will pay interest on the 2020 notes, 2021 notes and 2023 notes on March 9 and September 9 of each year beginning on September 9, 2018. We will pay interest on the 2025 notes, 2028 notes, 2038 notes and 2048 notes on
March 25 and September 25 of each year beginning on September 25, 2018. The 2020 notes will bear interest at a rate of 3.125% per year and will mature on March 9, 2020. The 2021 notes will bear interest at a rate of
3.350% per year and will mature on March 9, 2021. The 2023 notes will bear interest at a rate of 3.700% per year and will mature on March 9, 2023. The 2025 notes will bear interest at a rate of 4.100% per year and will
mature on March 25, 2025. The 2028 notes will bear interest at a rate of 4.300% per year and will mature on March 25, 2028. The 2038 notes will bear interest at a rate of 4.780% per year and will mature on March 25, 2038.
The 2048 notes will bear interest at a rate of 5.050% per year and will mature on March 25, 2048.
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 aggregate principal amount plus accrued and
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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 fixed rate notes as described under the heading "Description of the Notes--Optional Redemption" in this prospectus supplement. We do not have the option to redeem the floating rate notes prior
to maturity.
On December 3, 2017, we entered into a merger agreement (the "merger agreement") to acquire Aetna Inc. ("Aetna"), one of the nation's leading diversified health care benefits companies (the "merger").
We plan to use the net proceeds of this offering, together with borrowings under our existing term loan facility and cash on hand at CVS Health and Aetna, to fund the merger. The offering is not conditioned upon the
consummation of the merger; however, if (i) the merger has not been consummated on or prior to September 3, 2019 (the "Outside Date"), (ii) prior to the Outside Date, the merger agreement is terminated, or (iii) we
otherwise publicly announce that the merger will not be consummated, then we will be required to redeem all outstanding 2020 floating rate notes, 2021 floating rate notes, 2020 notes, 2021 notes, 2023 notes, 2025 notes,
2028 notes and 2038 notes (the "Special Mandatory Redemption Notes") on the special mandatory redemption date (as defined herein) at a special mandatory redemption price equal to 101% of the aggregate principal amount
of the Special Mandatory Redemption Notes plus accrued and unpaid interest, if any, to, but excluding, the special mandatory redemption date, as described under the heading "Description of the Notes--Special Mandatory
Redemption" in this prospectus supplement.
The 2048 notes are not subject to the special mandatory redemption and will remain outstanding even if we do not consummate the merger.
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 and, upon consummation of the merger, indebtedness of Aetna and its subsidiaries that we assume in connection with the merger.
Investing in these notes involves certain risks. See "Risk Factors" on page S-9.
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

Per Note
Total

Per Note
Total
Per Note
Total

2020 Floating Rate Notes

100.000%
$1,000,000,000

0.200%
$ 2,000,000

99.800%
$ 998,000,000
2021 Floating Rate Notes

100.000%
$1,000,000,000

0.250%
$ 2,500,000

99.750%
$ 997,500,000
2020 Notes

99.952%
$1,999,040,000

0.200%
$ 4,000,000

99.752%
$1,995,040,000
2021 Notes

99.949%
$2,998,470,000

0.250%
$ 7,500,000

99.699%
$2,990,970,000
2023 Notes

99.104%
$5,946,240,000

0.350%
$21,000,000

98.754%
$5,925,240,000
2025 Notes

99.021%
$4,951,050,000

0.400%
$20,000,000

98.621%
$4,931,050,000
2028 Notes

98.594%
$8,873,460,000

0.450%
$40,500,000

98.144%
$8,832,960,000
2038 Notes

98.014%
$4,900,700,000

0.875%
$43,750,000

97.139%
$4,856,950,000
2048 Notes

99.430%
$7,954,400,000

0.875%
$70,000,000

98.555%
$7,884,400,000
(1) Plus accrued interest, if any, from March 9, 2018.
The notes are expected to be delivered on or about March 9, 2018. 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

BofA Merrill Lynch

J.P. Morgan

Wells Fargo Securities

BNY Mellon Capital Markets, LLC

Fifth Third Securities

ICBC Standard Bank

Drexel Hamilton
Mizuho Securities

KeyBanc Capital Markets

Guggenheim Securities

MFR Securities, Inc.
MUFG

PNC Capital Markets LLC

Loop Capital Markets

Ramirez & Co., Inc.
RBC Capital Markets

Santander

TD Securities

The Williams Capital Group, L.P.
SunTrust Robinson Humphrey

SMBC Nikko

US Bancorp

The date of this prospectus supplement is March 6, 2018.
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-vi
SUMMARY
S-1
RISK FACTORS
S-9
USE OF PROCEEDS
S-12
CAPITALIZATION
S-13
SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA
S-15
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
S-17
DESCRIPTION OF THE NOTES
S-33
UNDERWRITING
S-44
U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-51
LEGAL MATTERS
S-55
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
S-55
PROSPECTUS

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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
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.
Unless specifically indicated, the information presented in this prospectus supplement does not give effect to the proposed merger, which is currently
projected to close in the second half of 2018. See "Summary--Merger with Aetna."
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 Directive from the requirement to publish a prospectus for offers of notes.
Neither we 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 Directive, provided that no such offer of notes shall require us or any underwriter to publish a prospectus or
supplement a prospectus pursuant to the Prospectus Directive for such offer. Neither we 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 Directive means Directive 2003/71/EC (as amended), and includes any relevant implementing measure in the Member
State concerned.
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 2002/92/EC (as amended, the "Insurance Mediation
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 Directive. 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.

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S-ii
Table of Contents
Notice to Prospective Investors in the United Kingdom
In the United Kingdom this document is for distribution only to (i) persons who 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) persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order,
or (iii) 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. In the United Kingdom 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
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, 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, filed with the SEC on February 14, 2018.

· Current Reports on Form 8-K, filed with the SEC on December 5, 2017, February 1, 2018, February 6, 2018, February 9, 2018, February 28,

2018 and March 6, 2018.

· Definitive Proxy Statement on Schedule 14A, filed with the SEC on March 31, 2017 (as to the information under the headings "Committees of
the Board," "Code of Conduct," "Audit Committee Report," "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," "Independence Determinations for Directors," "Related
Person Transaction Policy," and "Executive Compensation and Related Matters" (including "Compensation Discussion and Analysis," "Letter
from the Management Planning and Development Committee" 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:
Michael P. McGuire
Senior Vice President, Investor Relations
CVS Health Corporation
One CVS Drive -- MC 1008
Woonsocket, Rhode Island 02895
(800) 201-0938
[email protected]
Selected information related to Aetna's business and operations, certain material risks related to Aetna's business, operations and financial condition,
certain material regulatory matters related to Aetna's business, and Aetna's audited consolidated financial statements for the fiscal years ended
December 31, 2017 and 2016 and for each of the years in the three-year period ended December 31, 2017, have been included in CVS Health's Current
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Reports on Form 8-K filed on February 28, 2018 and March 6, 2018, which are incorporated by reference herein.
Please also see the unaudited pro forma condensed combined financial statements of CVS Health and Aetna included elsewhere in this prospectus
supplement under the heading "Unaudited Pro Forma Condensed Combined

S-iv
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Financial Statements." The unaudited pro forma condensed combined financial statements include an unaudited pro forma condensed combined statement
of income for the year ended December 31, 2017, which reflects the combined historical consolidated statements of income of CVS Health and Aetna
giving effect to the merger as if it had occurred on January 1, 2017, the first day of the fiscal year ended December 31, 2017, and the unaudited pro forma
condensed combined balance sheet as of December 31, 2017, which reflects the combined historical consolidated balance sheets of CVS Health and Aetna
giving effect to the merger as if it had occurred on December 31, 2017.
We take no responsibility for Aetna's filings with the SEC, and we are not incorporating by reference such filings into this prospectus supplement or
the accompanying prospectus.

S-v
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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 the Company. 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 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; specialty pharmacy business, sales trends and operations; long-
term care ("LTC") pharmacy 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; the impact of industry and regulatory developments; and any proposed
acquisition (including the merger), 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 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, 2017, 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 and LTC clients, retail and specialty pharmacy

payors 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 and LTC client loss and/or the failure to win new PBM and LTC 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.

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

· Risks of declining gross margins attributable to increased competitive pressures, increased client demand for lower prices, enhanced service

offerings and/or higher service levels and market dynamics and, with respect to the PBM industry, regulatory changes that impact our ability to
offer plan sponsors pricing that includes the use of retail "differential" or "spread" or the use of maximum allowable cost pricing.

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· 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 the Company's participation in Medicare,

Medicaid and other federal and state government-funded programs, including sanctions and remedial actions that may be imposed by CMS on
our 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 possible 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 and LTC client contracts, pharmaceutical

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

· Efforts to increase reimbursement rates in PBM pharmacy networks and to inhibit the ability of PBMs to audit network pharmacies for fraud,

waste and abuse.

· Risks related to increasing oversight of PBM activities by state departments of insurance and boards of pharmacy.

· A highly competitive business environment, including the uncertain impact of increased consolidation in the PBM industry, the possibility of
combinations, joint ventures or other collaboration between PBMs and retailers, 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, the possibility of
our retail stores or specialty pharmacies being excluded from narrow or restricted networks, the potential of disruptive innovation from existing
and new competitors and risks related to developing and maintaining a relevant experience for our customers.

· The Company's ability to timely 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,

including limited distribution drugs.

· Reform of the U.S. health care system, including ongoing implementation of the Patient Protection and Affordable Care Act and the Health
Care and Education Reconciliation Act (collectively, "ACA") and the possible repeal and replacement of all or parts of ACA, 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 related to changes in legislation, regulation and government policy (including through the use of Executive Orders) that could
significantly impact our business and the health care and retail industries, including, but not limited to, the possibility of major developments in

tax policy or trade relations, such as the imposition of unilateral tariffs on imported products, changes with respect to the approval process for
biosimilars, or changes or developments with respect to the regulation of drug pricing, including federal and state drug pricing programs.

· 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.

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· 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, network pharmacy reimbursement and auditing, 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
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pharmacy, LTC pharmacy, specialty 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, including the merger, may not be satisfied on a timely basis or at
all, including the inability to obtain required regulatory approvals of any proposed acquisition, including the merger, 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, including the merger; and the risk that the proposed transactions, including the merger fail
to close for any other reason, which could negatively impact our stock price and our future business and financial results.

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

not be realized within the expected time periods.

· Other risks related to the merger including the possibility of failing to retain existing management including key executives of Aetna, the

potential for disruption of our business relationships due to uncertainty associated with the merger, the increased difficulty for us to pursue
alternatives to the merger, and the possibility that the merger may not be accretive to our earnings per share.

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

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

· The accessibility or availability of adequate financing on a timely basis and on reasonable terms and the risks of increased indebtedness

incurred to fund the merger.

· 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, including the risk that we may be subject to securities class action and derivative lawsuits in connection with the merger.

· The possibility of lower than expected valuations at the Company's reporting units could result in goodwill impairment charges at those

reporting units.

· 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 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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SUMMARY
CVS Health
Overview
CVS Health, together with its subsidiaries, is a pharmacy innovation company helping people on their path to better health. At the forefront of a
changing health care landscape, the Company has an unmatched suite of capabilities and the expertise needed to drive innovations that will help shape
the future of health care.
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 more than 9,800 retail locations, more than 1,100 walk-in health care clinics, a leading pharmacy benefits manager with more than
94 million plan members, a dedicated senior pharmacy care business serving more than one million patients per year, expanding specialty pharmacy
services and a leading stand-alone Medicare Part D prescription drug plan, we enable people, businesses, and communities to manage health in more
affordable, 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 Caremark®, to innovating how care is delivered to
our patients with complex conditions through CVS Specialty®, to improving pharmacy care for the senior community through Omnicare®, or by
expanding access to high-quality, low-cost care at CVS MinuteClinic®.
We have three reportable segments: Pharmacy Services, Retail/LTC and Corporate.
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Pharmacy Services Segment
Our Pharmacy Services business generates revenue from a full range of pharmacy benefit management ("PBM") solutions, including plan
design offerings and administration, formulary management, Medicare Part D services, mail order pharmacy, 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, Medicare Part D plans, Managed
Medicaid plans, plans offered on the public and private exchanges, 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 prescription drugs through our mail order pharmacies, specialty pharmacies,
national network of long-term care pharmacies and more than 68,000 retail pharmacies, consisting of approximately 41,000 chain pharmacies (which
includes our CVS Pharmacy® pharmacies) 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 who require complex and expensive drug therapies. Our specialty pharmacy business includes
mail order and retail specialty pharmacies that operate under the CVS Caremark®, Navarro® Health Services and Advanced Care Scripts ("ACS
Pharmacy") names. Substantially all of

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our mail service specialty pharmacies have been accredited by The Joint Commission, which is an independent, not-for-profit organization that
accredits and certifies health care organizations and programs in the United States. We also offer specialty infusion services and enteral nutrition
services through Coram LLC and its subsidiaries (collectively, "Coram"). With Specialty Connect®, which integrates our specialty pharmacy mail
and retail capabilities, we provide members with disease-state specific counseling from our experienced specialty pharmacists and the choice to bring
their specialty prescriptions to any CVS Pharmacy location. Whether submitted through one of our mail order pharmacy or at a CVS Pharmacy, all
prescriptions are filled through the Company's specialty mail order pharmacies, so all revenue from this specialty prescription services program is
recorded within the Pharmacy Services Segment. Members then can choose to pick up their medication at their local CVS Pharmacy or have it sent to
their home through the mail.
We also provide health management programs, which include integrated disease management for 18 conditions, through our AccordantCareTM
rare disease management offering. The majority of these integrated programs are accredited by the National Committee for Quality Assurance.
In addition, through our SilverScript Insurance Company ("SilverScript") subsidiary, we are a national provider of drug benefits to eligible
beneficiaries under the federal government's Medicare Part D program. As of December 31, 2017, we provided Medicare Part D plan benefits to
approximately 5.5 million beneficiaries through SilverScript, including our individual and employer group waiver plans.
The Pharmacy Services Segment operates under the CVS Caremark® Pharmacy Services, Caremark®, CVS Caremark®, CVS Specialty®,
AccordantCareTM, SilverScript®, Wellpartner®, Coram®, NovoLogix®, Navarro® Health Services and ACS Pharmacy names. As of December 31,
2017, the Pharmacy Services Segment operated 23 retail specialty pharmacy stores, 18 specialty mail order pharmacies, four mail order dispensing
pharmacies, and 83 branches for infusion and enteral services, including approximately 73 ambulatory infusion suites and three centers of excellence,
located in 42 states, Puerto Rico and the District of Columbia.
Retail/LTC Segment
Our Retail/LTC 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. With the acquisition of
Omnicare's long-term care ("LTC") operations, the Retail/LTC Segment now also includes the distribution of prescription drugs, related pharmacy
consulting and other ancillary services to chronic care facilities and other care settings. Omnicare operations also included commercialization services
which were provided under the name RxCrossroads® ("RxC"), until the sale of RxC was completed on January 2, 2018. See Note 3 "Goodwill and
Other Intangibles" to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2017 incorporated
by reference into this prospectus supplement for more information on the RxC sale. Our Retail/LTC Segment derives the majority of its revenues
through the sale of prescription drugs, which are dispensed by our more than 32,000 pharmacists. The role of our retail pharmacists is expanding from
primarily dispensing prescriptions to also providing services, including flu vaccinations as well as face-to-face patient counseling with respect to
adherence to drug therapies, closing gaps in care, and more cost-effective drug therapies. Our integrated pharmacy services model enables us to
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enhance access to care while helping to lower overall health care costs and improve health outcomes.
Our Retail/LTC 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. We believe our clinics provide high quality services that are affordable and
convenient.

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Our proprietary loyalty card program, ExtraCare®, has about 62 million active cardholders, making it one of the largest and most successful
retail loyalty card programs in the country.
As of December 31, 2017, our Retail/LTC Segment included 9,803 retail stores (of which 8,060 were our stores that operated a pharmacy and
1,695 were our pharmacies located within Target stores) located in 49 states, the District of Columbia, Puerto Rico and Brazil operating primarily
under the CVS Pharmacy®, CVS®, CVS Pharmacy y más®, Longs Drugs®, Navarro Discount Pharmacy® and Drogaria OnofreTM names, 37 onsite
pharmacies primarily operating under the CarePlus CVS Pharmacy®, CarePlus® and CVS Pharmacy® names, and 1,134 retail health care clinics
operating under the MinuteClinic® name (of which 1,129 were located in our retail pharmacy stores or Target stores), and our online retail websites,
CVS.com®, Navarro.comTM and Onofre.com.brTM. LTC operations are comprised of 145 spoke pharmacies that primarily handle new prescription
orders, of which 30 are also hub pharmacies that use proprietary automation to support spoke pharmacies with refill prescriptions. LTC operates
primarily under the Omnicare® and NeighborCare® names.
Corporate Segment
The Corporate Segment provides management and administrative services to support the Company. The Corporate Segment consists of certain
aspects of our executive management, corporate relations, legal, compliance, human resources, 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 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.
Merger with Aetna
On December 3, 2017, we entered into a definitive merger agreement to acquire all of the outstanding shares of Aetna Inc. for a combination of
cash and stock. Pursuant to the terms of the merger agreement, a wholly-owned subsidiary of CVS Health will be merged with and into Aetna, with
Aetna surviving the merger as a wholly-owned subsidiary of CVS Health. Aetna shareholders will receive $145.00 per share in cash and 0.8378 CVS
Health shares for each Aetna share.
We expect to finance the cash portion of the purchase price through a combination of the net proceeds of this offering, together with borrowings
under our existing term loan facility and cash on hand at CVS Health and Aetna. This offering is not conditioned on the consummation of the merger.
We made customary representations, warranties and covenants in the merger agreement, including, among others, a covenant, subject to certain
exceptions, to conduct our business in the ordinary course between the execution of the merger agreement and the consummation of the merger.
The proposed merger is currently projected to close in the second half of 2018 and remains subject to approval by CVS Health stockholders and
Aetna shareholders and customary closing conditions, including the expiration of the waiting period under the federal Hart-Scott-Rodino Antitrust
Improvements Act of 1976 and approvals of state departments of insurance and U.S. and international regulators.
If the transaction is not completed, the Company could be liable to Aetna for a termination fee of $2.1 billion in connection with the merger
agreement, depending on the reasons leading to such termination.

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The merger agreement contains a number of termination rights for the benefit of CVS Health and Aetna, including, among others, the right of
each party to terminate the merger agreement if the merger has not been consummated by December 3, 2018, subject to each of CVS Health's and
Aetna's right to extend such date to March 3, 2019 if all closing conditions (other than receipt of antitrust and other specified regulatory approvals)
have been satisfied by December 3, 2018, and CVS Health's right to further extend such date to June 3, 2019 if all closing conditions (other than
receipt of antitrust and other specified regulatory approvals) have been satisfied by March 3, 2019. These provisions are subject to amendment or
waiver, including amendment or waiver of the termination date, by CVS Health and Aetna.
The merger agreement, including a summary of termination provisions, is included as a part of CVS Health's Current Report on Form 8-K filed
on December 5, 2017, which is incorporated by reference into this prospectus supplement. See "Where You Can Find More Information."
Overview of Aetna
Aetna Inc., together with its subsidiaries, is one of the nation's leading diversified health care benefits companies, serving an estimated
37.9 million people as of December 31, 2017. Aetna offers a broad range of traditional, voluntary and consumer-directed health insurance products
and related services, including medical, pharmacy, dental and behavioral health plans, medical management capabilities, Medicaid health care
management services, Medicare Advantage and Medicare Supplement plans, workers' compensation administrative services and health information
technology products and services. Aetna's customers include employer groups, individuals, college students, part-time and hourly workers, health
plans, health care providers, governmental units, government-sponsored plans, labor groups and expatriates. On November 1, 2017, Aetna sold its
domestic group life insurance, group disability insurance and absence management businesses to Hartford Life and Accident Insurance Company.
For more information on Aetna, including a summary of Aetna's business and operations, a discussion of certain material risks related to
Aetna's business, operations and financial condition, a summary of certain material regulatory matters, and Aetna's consolidated financial statements
for the fiscal years ended December 31, 2017 and 2016 and for each of the years in the three-year period ended December 31, 2017, see CVS
Health's Current Reports on Form 8-K filed on February 28, 2018 and March 6, 2018. See "Where You Can Find More Information."
Please also see the unaudited pro forma condensed combined financial statements of CVS Health and Aetna included elsewhere in this
prospectus supplement under the heading "Unaudited Pro Forma Condensed Combined Financial Statements." The unaudited pro forma condensed
combined financial statements include an unaudited pro forma condensed combined statement of income for the year ended December 31, 2017,
which reflects the combined historical consolidated statements of income of CVS Health and Aetna giving effect to the merger as if it had occurred on
January 1, 2017, the first day of the fiscal year ended December 31, 2017, and the unaudited pro forma condensed combined balance sheet as of
December 31, 2017, which reflects the combined historical consolidated balance sheets of CVS Health and Aetna giving effect to the merger as if it
had occurred on December 31, 2017.

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The Offering

Issuer
CVS Health Corporation.

Securities Offered
$1,000,000,000 aggregate principal amount of Floating Rate Notes due 2020.

$1,000,000,000 aggregate principal amount of Floating Rate Notes due 2021.

$2,000,000,000 aggregate principal amount of 3.125% Senior Notes due 2020.

$3,000,000,000 aggregate principal amount of 3.350% Senior Notes due 2021.

$6,000,000,000 aggregate principal amount of 3.700% Senior Notes due 2023.

$5,000,000,000 aggregate principal amount of 4.100% Senior Notes due 2025.

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Document Outline

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