Bond Caremark Health 5% ( US126650CS77 ) in USD

Issuer Caremark Health
Market price 99.943 %  ▼ 
Country  United States
ISIN code  US126650CS77 ( in USD )
Interest rate 5% per year ( payment 2 times a year)
Maturity 01/12/2024 - Bond has expired



Prospectus brochure of the bond CVS Health US126650CS77 in USD 5%, expired


Minimal amount 2 000 USD
Total amount 296 230 000 USD
Cusip 126650CS7
Standard & Poor's ( S&P ) rating BBB ( Lower medium grade - Investment-grade )
Moody's rating Baa2 ( Lower medium grade - Investment-grade )
Detailed description CVS Health is a healthcare company providing pharmacy services, including prescription drugs, health and beauty products, and other health services through its retail stores and healthcare businesses.

The Bond issued by Caremark Health ( United States ) , in USD, with the ISIN code US126650CS77, pays a coupon of 5% per year.
The coupons are paid 2 times per year and the Bond maturity is 01/12/2024

The Bond issued by Caremark Health ( United States ) , in USD, with the ISIN code US126650CS77, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Caremark Health ( United States ) , in USD, with the ISIN code US126650CS77, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







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424B3 1 d190266d424b3.htm 424B3
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-210873

PROSPECTUS
CVS Health Corporation
Offer to Exchange
$387,285,000 Outstanding 4.75% Senior Notes due 2022
for
Registered 4.75% Senior Notes due 2022
and
$296,255,000 Outstanding 5.00% Senior Notes due 2024
for
Registered 5.00% Senior Notes due 2024


We are offering to exchange, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of
transmittal, all of our outstanding 4.75% Senior Notes due 2022 (the "Old 2022 Notes") for an equivalent principal amount of our registered
4.75% Senior Notes due 2022 (the "New 2022 Notes"), and all of our outstanding 5.00% Senior Notes due 2024 (the "Old 2024 Notes") for an
equivalent principal amount of our registered 5.00% Senior Notes due 2024 (the "New 2024 Notes"). The Old 2022 Notes and the Old 2024 Notes
are collectively referred to as the "Old Notes." The New 2022 Notes and the New 2024 Notes are collectively referred to as the "New Notes."
When we use the term "Notes" in this prospectus, the related discussion applies to both the Old Notes and the New Notes.
The exchange offer will expire at 5:00 p.m., New York City time, on June 7, 2016 (the "Expiration Date"), unless extended. We do not
currently intend to extend the Expiration Date.
The terms of the New Notes are identical in all material respects to the Old Notes of the same series, except that the New Notes are registered
under the Securities Act of 1933, as amended (the "Securities Act"), and will not contain restrictions on transfer or provisions relating to additional
interest, will bear a different CUSIP number from the Old Notes of the same series and will not entitle their holders to registration rights.
The New Notes will not be listed on any securities exchange or for quotation through any automated dealer quotation system.


You should carefully consider the "Risk Factors" beginning on page 10 of this prospectus before
participating in the exchange offer.
Neither the Securities Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


Each broker-dealer that receives New Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Notes. The letter of transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it
may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in
exchange for Old Notes where such Old Notes were acquired by such broker-dealer as a result of market-making activities or other trading
activities. We have agreed that, for a period of 180 days from the date of this prospectus, we will make this prospectus, as amended or
supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until 180 days after the date of this prospectus,
all dealers effecting transactions in the New Notes may be required to deliver a prospectus. See "Plan of Distribution."
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The date of this prospectus is May 9, 2016.
Table of Contents
TABLE OF CONTENTS



Page
Explanatory Note

ii
Where You Can Find More Information

iii
Prospectus Summary


1
Summary Historical Financial Information


9
Risk Factors

10
Cautionary Statement Regarding Forward-Looking Statements

11
Use of Proceeds

14
The Exchange Offer

15
Description of the Notes

24
Material U.S. Federal Income Tax Considerations

41
Exchange Offer and Registration Rights

42
Plan of Distribution

43
Legal Matters

44
Experts

44


This prospectus incorporates important business and financial information about us that is not included in or delivered with the
document. See "Where You Can Find More Information" for more information about these matters. You may obtain this information, at
no charge, by contacting us at the address or telephone number set forth below:
Nancy R. Christal
Senior Vice President, Investor Relations
CVS Health Corporation
670 White Plains Road, Suite 210
Scarsdale, New York 10583
(800) 201-0938
[email protected]
We have filed with the SEC a registration statement on Form S-4 under the Securities Act to register the notes offered by this
prospectus. The registration statement contains additional information about us and the notes. We strongly encourage you to read
carefully the registration statement and the exhibits and schedules thereto.
To obtain timely delivery of any requested information, you must request the information no later than five business days before you
make your investment decision. Please make any such requests on or before May 31, 2016.

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EXPLANATORY NOTE
We are conducting this exchange offer in order to satisfy our obligations under a registration rights agreement, dated as of October 9, 2015
(the "Registration Rights Agreement"), that we entered into with the dealer managers named therein in connection with private exchange offers in
which we issued $387,285,000 aggregate principal amount of Old 2022 Notes and $296,255,000 aggregate principal amount of Old 2024 Notes.
Pursuant to the Registration Rights Agreement, we agreed to consummate an exchange offer from the Old Notes pursuant to an effective
registration statement. We have filed this registration statement to meet our obligations under the Registration Rights Agreement.

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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 that
contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Interested persons
can electronically access our SEC filings, including the Registration Statement and the exhibits and schedules to the Registration Statement, at the
SEC website.
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, 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 (including all documents we so file after the date of this Registration Statement and prior to the effectiveness of this
Registration Statement) until we complete or terminate the exchange offer covered by this prospectus:


·
Annual Report on Form 10-K, filed with the SEC on February 9, 2016.


·
Quarterly Report on Form 10-Q, filed with the SEC on May 3, 2016.


·
Current Report on Form 8-K, filed with the SEC on January 26, 2016.

·
Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 8, 2016 (portions thereof incorporated by reference in Part III

of the Annual Report on Form 10-K for the year ended December 31, 2015).
You may request a copy of any or all of the documents incorporated by reference into this prospectus at no cost, by writing or telephoning us
at the following address:
Nancy R. Christal
Senior Vice President, Investor Relations
CVS Health Corporation
670 White Plains Road, Suite 210
Scarsdale, New York 10583
(800) 201-0938
[email protected]

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PROSPECTUS SUMMARY
This summary highlights selected information appearing in other sections of, or incorporated by reference in, this prospectus. It is not
complete and does not contain all the information that you should consider before making your investment decision. You should carefully read
this prospectus and the documents incorporated by reference to understand fully the terms of the exchange offer, as well as the tax and other
considerations that may be important to you. You should pay special attention to the "Risk Factors" section beginning on page 10 of this
prospectus, as well as the section entitled "Cautionary Statement Regarding Forward-Looking Statements" beginning on page 11 of this
prospectus. You should rely only on the information contained or incorporated by reference in this document or to which we have referred
you. We have not authorized anyone to provide you with information that is different. The information in this document may only be accurate
on the date of this document or, in the case of information that may be incorporated by reference into this prospectus, as of the date of such
information. For purposes of this prospectus, unless the context requires or as otherwise indicated, when we refer to "CVS Health," the
"Company," "us," "we," "our" or "ours," we are describing CVS Health Corporation and its subsidiaries.
Introduction
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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, we have an unmatched suite of capabilities and the expertise needed to drive innovations that
will help shape the future of health.
We are currently the only integrated pharmacy health care company with the ability to impact consumers, payors, and providers with
innovative, channel-agnostic solutions to complex challenges managing costs and care. We have a deep understanding of their diverse needs
through our unique integrated model, and we are bringing them innovative solutions that help increase access to quality care, deliver better
health outcomes, and lower overall health care costs.
Through our more than 9,600 retail drugstores, more than 1,100 walk-in medical clinics, a leading pharmacy benefits manager with
nearly 80 million plan members, a dedicated senior pharmacy care business serving more than one million patients per year, and expanding
specialty pharmacy services, we enable people, businesses, and communities to manage health in more effective ways. We are delivering
break-through products and services, from advising patients on their medications at our CVS Pharmacy® locations, to introducing unique
programs to help control costs for our clients at CVS Caremark®, to innovating how care is delivered to our patients with complex conditions
through CVS SpecialtyTM, to improving pharmacy care for the senior community through Omnicare®, or by expanding access to high-
quality, low-cost care at CVS MinuteClinicTM.
On August 18, 2015, we acquired 100% of the outstanding common shares and voting interests of Omnicare, Inc. ("Omnicare"), for $98
per share for a total of $9.6 billion and assumed long-term debt with a fair value of approximately $3.1 billion. Omnicare is a leading
pharmaceutical care company that specializes in the management of complex pharmaceutical care. As a result of the acquisition of Omnicare,
the Company's segments have been expanded. The Company's Pharmacy Services Segment now also includes the specialty pharmacy
operations of Omnicare. The Company's Retail Pharmacy Segment has been renamed the "Retail/LTC Segment" and now also includes the
long-term care ("LTC") operations, as well as the commercialization services, of Omnicare. The LTC operations include the distribution of
pharmaceuticals, related pharmacy consulting and other ancillary services to chronic care facilities and other care settings.
On December 16, 2015, we acquired the pharmacy and clinic businesses of Target Corporation ("Target") for approximately $1.9 billion.
This acquisition expands our pharmacy and clinic presence in existing and new markets. It allows us to increase patient access and is an
investment in our core business to drive growth. The results of the Target pharmacies and clinics are included in our Retail/LTC Segment.


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We currently have three reportable segments: Pharmacy Services, Retail/LTC and Corporate.
Pharmacy Services Segment
Our Pharmacy Services Segment generates revenue from a full range of pharmacy benefit management ("PBM") solutions, including
plan design and administration, formulary management, Medicare Part D services, mail order, specialty pharmacy and infusion services, retail
pharmacy network management services, prescription management systems, clinical services, disease management services and medical spend
management.
Our clients are primarily employers, insurance companies, unions, government employee groups, health plans, Managed Medicaid plans
and other sponsors of health benefit plans, and individuals throughout the United States. A portion of covered lives primarily within the
Managed Medicaid, health plan and employer markets have access to our services through public and private exchanges.
As a pharmacy benefits manager, we manage the dispensing of prescription drugs through our mail order pharmacies, specialty
pharmacies, long-term pharmacies and a national network of more than 68,000 retail pharmacies, consisting of approximately 41,000 chain
pharmacies (which includes our CVS Pharmacy® stores) and 27,000 independent pharmacies, to eligible members in the benefit plans
maintained by our clients and utilize our information systems to perform, among other things, safety checks, drug interaction screenings and
brand to generic substitutions.
Our specialty pharmacies support individuals that require complex and expensive drug therapies. Our specialty pharmacy business
includes mail order and retail specialty pharmacies that operate under the CVS Caremark®, CarePlus CVS PharmacyTM, Navarro® Health
Services and Advanced Care Scripts® names. In August 2015, we expanded our offerings with the acquisition of Omnicare which included its
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specialty pharmacy operating under the Advanced Care Scripts® name. The Pharmacy Services Segment also provides health management
programs, which include integrated disease management programs for 17 conditions, through our Accordant® rare disease management
offering. In addition, through our SilverScript Insurance Company subsidiary, we are a national provider of drug benefits to eligible
beneficiaries under the federal government's Medicare Part D program.
The Pharmacy Services Segment operates under the CVS Caremark® Pharmacy Services, Caremark®, CVS Caremark®, CarePlus CVS
PharmacyTM, Accordant®, SilverScript®, Coram®, CVS SpecialtyTM, NovoLogix®, Navarro® Health Services and Advanced Care Scripts®
names. As of March 31, 2016, the Pharmacy Services Segment operated 23 retail specialty pharmacy stores, 13 specialty mail order
pharmacies, five mail service dispensing pharmacies, and 87 branches for infusion and enteral services, including approximately 73
ambulatory infusion suites and six centers of excellence, located in 41 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, 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, as well as commercialization services which are provided under the
name RxCrossroads®. We added approximately 1,672 pharmacies through the acquisition of Target's pharmacies, thereby, expanding our
presence in new and existing markets. The stores within Target will only sell prescription drugs and over-the-counter drugs that are required
to be behind the counter. Our Retail/LTC Segment derives the majority of its revenues through the sale of prescription drugs, which are
dispensed by our more than 30,000 retail pharmacists.


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Our Retail/LTC Segment also provides health care services through our CVS MinuteClinic® offering. MinuteClinics are staffed by nurse
practitioners and physician assistants who utilize nationally recognized protocols to diagnose and treat minor health conditions, perform health
screenings, monitor chronic conditions, and deliver vaccinations. Through the acquisition of Target's clinics, we added 79 clinics.
As of March 31, 2016, our Retail/LTC Segment included 9,674 retail drugstores (of which 9,619 were either our retail stores that
operated a pharmacy or pharmacies located within Target stores) located in 49 states, the District of Columbia, Puerto Rico and Brazil
operating primarily under the CVS Pharmacy®, CVS®, Longs Drugs®, Navarro Discount Pharmacy® and Drogaria OnofreTM names, 32
onsite pharmacies primarily operating under the CarePlus CVS PharmacyTM, CarePlus® and CVS Pharmacy® names, and 1,136 retail health
care clinics operating primarily under the MinuteClinic® name (of which 1,129 were located in CVS Pharmacy stores, as well as our clinics
located within Target stores), and our online retail websites, CVS.com®, Navarro.comTM and Onofre.com.brTM. LTC operations comprise
143 spoke pharmacies that primarily handle new prescription orders, of which 32 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
Our Corporate Segment provides management and administrative services to support the Company. Our Corporate Segment consists of certain
aspects of our executive management, corporate relations, legal, compliance, human resources, corporate information technology and finance
departments.
CVS Health Corporation is a Delaware corporation. Our corporate office is located at One CVS Drive, Woonsocket, Rhode Island 02895,
telephone (401) 765-1500. Our common stock is listed on the New York Stock Exchange under the trading symbol "CVS." General
information about CVS Health is available through our website at http://www.cvshealth.com. Our financial press releases and filings with the
SEC are available free of charge on the investor relations portion of our website at http://investors.cvshealth.com. Our website and the
information contained therein or connected thereto shall not be deemed to be incorporated into this prospectus.


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Table of Contents
Summary of the Terms of the Exchange Offer

The Exchange Offer
We are offering to exchange up to $387,285,000 aggregate principal amount of the Old
2022 Notes for up to $387,285,000 aggregate principal amount of the New 2022 Notes,
and up to $296,255,000 aggregate principal amount of the Old 2024 Notes for up to
$296,255,000 aggregate principal amount of the New 2024 Notes. Old Notes may be
exchanged only in minimum denominations of $2,000 and integral multiples of $1,000
in excess of $2,000. New Notes will be issued only in minimum denominations of
$2,000 and integral multiples of $1,000 in excess thereof.

The terms of the New Notes are identical in all material respects to the Old Notes of the
same series, except that the New Notes are registered under the Securities Act and will
not contain restrictions on transfer or provisions relating to additional interest, will bear
a different CUSIP number from the Old Notes of the same series and will not entitle
their holders to registration rights. The New Notes and the Old Notes will be governed

by the same Senior Indenture dated August 15, 2006 between CVS Health Corporation
(formerly known as CVS Corporation), as issuer, and The Bank of New York Mellon
Trust Company, N.A. (formerly known as "The Bank of New York Trust Company,
N.A."), as trustee (the "Indenture"). No accrued interest will be paid at the time of the
exchange.

Registration Rights Agreement
We issued an aggregate of $387,285,000 of the Old 2022 Notes and $296,255,000 of the
Old 2024 Notes in connection with private exchange offers on October 9, 2015 and
October 21, 2015. In connection with the private exchange offers, we and the dealer
managers entered into the Registration Rights Agreement with respect to the Old Notes
in which we agreed that you, as a holder of Old Notes, would be entitled to exchange
your Old Notes for the New Notes registered under the Securities Act. This exchange
offer is intended to satisfy our obligations under the Registration Rights Agreement.
After the exchange offer is completed, you will no longer be entitled to any registration
rights with respect to the Old Notes.

CUSIPs
The CUSIP numbers for the Old 2022 Notes are 126650 CP3 (Rule 144A) and U15149
AE4 (Regulation S). The CUSIP number for the New 2022 Notes is 126650 CQ1.

The CUSIP numbers for the Old 2024 Notes are 126650 CR9 (Rule 144A) and U15149

AF1 (Regulation S). The CUSIP number for the New 2024 Notes is 126650 CS7.

Expiration Date
The exchange offer will expire at 5:00 p.m., New York City time, on June 7, 2016,
unless we extend it, in which case the Expiration Date will be the latest date and time to
which we extend exchange offer. See "The Exchange Offer--Expiration Date;
Extensions; Termination; Amendments."


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Conditions to the Exchange Offer
The exchange offer is subject to customary conditions, which we may waive. See "The
Exchange Offer--Conditions to the Exchange Offer."
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Procedures for Tendering Old Notes
If you wish to accept the exchange offer, sign and date the letter of transmittal that was
delivered with this prospectus in accordance with the instructions, and deliver the letter
of transmittal, along with the Old Notes and any other required documentation, to the
exchange agent. Alternatively, you can tender your outstanding Old Notes by following
the procedures for book-entry transfer, as described in this prospectus. See "The
Exchange Offer--Procedures for Tendering Old Notes." By executing the letter of
transmittal or by transmitting an agent's message in lieu thereof, you will represent to us
that, among other things:

· the New Notes you receive will be acquired in the ordinary course of your

business;

· you are not participating, and you have no arrangement with any person or entity to

participate, in the distribution of the New Notes;

· you are not an "affiliate" (as defined in Rule 405 under the Securities Act) of ours,

or, if you are such an affiliate, you will comply with the registration and
prospectus delivery requirements of the Securities Act to the extent applicable;

· you are not a broker-dealer who tendered 4.75% notes due December 1, 2022
issued by Omnicare, Inc. or 5.00% notes due December 1, 2024 issued by

Omnicare, Inc. acquired directly from Omnicare, Inc. for its own account in
exchange for the Old Notes;

· if you are a broker-dealer, you have not entered into any arrangement or

understanding with us or any of our "affiliates" to distribute the New Notes; and

· you are not acting on behalf of any person or entity that could not truthfully make

these representations.

If the exchange offeree is a broker-dealer holding Old Notes acquired for its own
account as a result of market-making activities or other trading activities, it will deliver

a prospectus meeting the requirements of the Securities Act in connection with any
resale of New Notes received in respect of such Old Notes pursuant to the exchange
offer.

Special Procedures for Beneficial Owners
If you are a beneficial owner whose Old Notes are registered in the name of a broker,
dealer, commercial bank, trust company or other nominee and wish to tender such Old
Notes in the exchange offer, please contact the registered holder as soon as possible and
instruct them to tender on your behalf and comply with our instructions set


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forth elsewhere in this prospectus. See "The Exchange Offer--Procedures for Tendering

Old Notes--Special Procedures for Beneficial Owners."

Effect on Holders of Outstanding Old Notes
As a result of the making of, and upon acceptance for exchange of all validly tendered
outstanding Old Notes pursuant to the terms of, the exchange offer, the Company will
have fulfilled its obligation to consummate an exchange offer for the Old Notes under
the Registration Rights Agreement. Accordingly, there will be no increase in the interest
rate on the outstanding notes under the circumstances described in the Registration
Rights Agreement. If you do not tender your Old Notes in the exchange offer, you will
continue to be entitled to all the rights and limitations applicable to the outstanding notes
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as set forth in the Indenture, except the Company will not have any further obligation to
you to provide for the exchange and, subject to limited exceptions, registration of
untendered outstanding notes under the Registration Rights Agreement. To the extent
that Old Notes are tendered and accepted in the exchange offer, the trading market for
Old Notes that are not so tendered and accepted could be adversely affected.

Consequences of Failure to Exchange the Old Notes All untendered outstanding Old Notes will continue to be subject to the restrictions on
transfer set forth in the outstanding Old Notes and in the related Indenture. In general,
the outstanding Old Notes may not be offered or sold, unless registered under the
Securities Act, except pursuant to an exemption from, or in a transaction not subject to,
the Securities Act and applicable state securities laws. Other than in connection with the
exchange offer, the Company does not currently anticipate that it will register the
outstanding Old Notes under the Securities Act.

Material U.S. Federal Income Tax Considerations
The exchange of outstanding Old Notes for New Notes in the exchange offer will not
constitute taxable events to holders for United States federal income tax purposes. See
"Material U.S. Federal Income Tax Considerations."

Use of Proceeds
We will not receive any cash proceeds from the issuance of the New Notes in the
exchange offer. See "Use of Proceeds."

Exchange Agent
D.F. King & Co., Inc. is the exchange agent for the exchange offer. The address and
telephone numbers of the exchange agent are set forth in the section captioned "The
Exchange Offer--Exchange Agent."

Information Agent
D.F. King & Co., Inc. is the information agent for the exchange offer. The address and
telephone numbers of the information agent are set forth in the section captioned "The
Exchange Offer--Information Agent."


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Summary of Terms of New Notes
The following is a brief summary of certain terms of the New Notes and the related Indenture. For a more complete description of the terms of
the New Notes and the Indenture, see "Description of the Notes" contained elsewhere in this prospectus.

Issuer
CVS Health Corporation

New Notes
Up to $387,285,000 aggregate principal amount of 4.75% Senior Notes due 2022 and up
to $296,255,000 aggregate principal amount of 5.00% Senior Notes due 2024.

Maturity Dates
The New 2022 Notes: December 1, 2022.


The New 2024 Notes: December 1, 2024.

Interest
We will pay interest on the New Notes on June 1 and December 1. The New 2022 Notes
will bear interest at 4.75% per year and the New 2024 Notes will bear interest at 5.00%
per year. The New Notes will bear interest from the most recent interest payment date
on the Old Notes.

Ranking
The New Notes will be our general unsecured senior obligations, will rank equally in
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right of payment with all of our other existing and future unsecured and unsubordinated
debt and will be structurally subordinated to the secured and unsecured debt of our
subsidiaries. The New Notes will not be guaranteed by any of our future or existing
subsidiaries.

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

Optional Redemption
Prior to (i) with respect to the New 2022 Notes, September 1, 2022 (three months prior
to the maturity date of such notes) and (ii) with respect to the New Notes, September 1,
2024 (three months prior to the maturity date of such notes), a series of New Notes will
be redeemable, in whole or in part at any time, at our option upon not less than 30 nor
more than 60 days' notice at a "make-whole" premium, plus accrued and unpaid interest
to the redemption date.


On or after (i) with respect to the New 2022 Notes, September 1, 2022 (three months
prior to the maturity date of such notes) and (ii) with respect to the New 2024 Notes,
September 1, 2024 (three months prior to the maturity date of such New Notes), a series
of New Notes will be redeemable, in whole or in part at any time, at our option upon
not less than 30 nor more than 60 days' notice at a redemption price equal to 100% of
the principal amount of the New Notes being redeemed plus accrued and unpaid interest
on such New Notes to, but excluding, the redemption date.


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Restrictive Covenants
We will issue the New Notes under the same Indenture under which the Old Notes were
issued. The Indenture under which the New Notes will be issued contains covenants
that, among other things, limit our ability and the ability of our Restricted Subsidiaries
(as defined in the Indenture) to secure indebtedness with a security interest on certain
property or stock or engage in certain sale and leaseback transactions with respect to
certain properties. See "Description of the New Notes--Certain Covenants".

Governing Law
The New Notes will be, and the Indenture is, governed by, and construed in accordance
with, the laws of the State of New York.

Trustee, Transfer Agent and Paying Agent
The Bank of New York Mellon Trust Company, N.A.

You should read the "Risk Factors" section beginning on page 10, as well as the other cautionary statements throughout this
prospectus, to ensure you understand the risks involved with the exchange of the New Notes for the outstanding Old Notes.


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SUMMARY HISTORICAL FINANCIAL INFORMATION
The following tables set forth the selected historical consolidated financial and operating data for CVS Health. The selected consolidated
financial and operating data as of and for the fiscal years ended December 31, 2015, 2014, 2013, 2012 and 2011 have been derived from CVS
Health's consolidated financial statements. The selected consolidated financial data should be read in conjunction with the consolidated
financial statements and the audit reports of Ernst & Young LLP, which are incorporated herein. The selected consolidated financial and
operating data as of and for the three months ended March 31, 2016 and 2015 are derived from CVS Health's unaudited condensed
consolidated financial statements as of those dates.
You should not take historical results as necessarily indicative of the results that may be expected for any future period. You should read this
selected consolidated financial and operating data in conjunction with CVS Health's Annual Report on Form 10-K for the year ended
December 31, 2015 incorporated by reference herein, and CVS Health's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016
incorporated by reference herein.

(Unaudited)
Three Months
Ended


March 31,

Year Ended December 31,



2016
2015
2015

2014

2013

2012

2011



(in millions, except per share amounts, number of stores and ratios)

Statement of Operations Data:







Net revenues
$43,215 $36,332 $153,290 $139,367 $126,761 $123,120 $107,080
Gross profit
6,744 6,164 26,528 25,367 23,783 22,488 20,562
Operating expenses
4,568 4,032 17,074 16,568 15,746 15,278 14,231
Operating profit
2,176 2,132
9,454
8,799
8,037
7,210
6,331
Interest expense, net

283
134
838
600
509
557
584
Loss on early extinguishment of debt

--
--
--
521
--
348
--
Income tax provision

746
777
3,386
3,033
2,928
2,436
2,258
Income from continuing operations
1,147 1,221
5,230
4,645
4,600
3,869
3,489
Income (loss) from discontinued operations, net of tax
--
--
9
(1)
(8)
(7)
(31)
Net income
1,147 1,221
5,239
4,644
4,592
3,862
3,458
Net income (loss) attributable to noncontrolling interest
(1)
--
(2)
--
--
2
4
Net income attributable to CVS Health
1,146 1,221
5,237
4,644
4,592
3,864
3,462
Per Common Share Data:







Income from continuing operations attributable to CVS
Health:







Basic
$
1.04 $
1.08 $
4.65 $
3.98 $
3.78 $
3.05 $
2.61
Diluted

1.04
1.07
4.62
3.96
3.75
3.02
2.59
Income (loss) from discontinued operations attributable
to CVS Health:







Basic
$
-- $
-- $
0.01 $
-- $
(0.01) $
(0.01) $
(0.02)
Diluted

--
--
0.01
--
(0.01)
(0.01)
(0.02)
Net income attributable to CVS Health:







Basic
$
1.04 $
1.08 $
4.66 $
3.98 $
3.77 $
3.04 $
2.59
Diluted

1.04
1.07
4.63
3.96
3.74
3.02
2.57
Cash dividends per common share
0.425 0.350
1.40
1.10
0.90
0.65
0.50
Balance Sheet:







Total working capital
$ 4,876 $ 5,909 $
7,209 $
6,956 $
9,900 $
6,011 $
6,600
Total assets
92,634 73,868 93,657 74,187 71,452 66,167 64,794
Long-term debt
26,267 11,627 26,267 11,630 12,767
9,079
9,150
Total shareholders' equity
36,031 36,995 37,203 37,963 37,938 37,653 38,014
Other Operating Data:







Ratio of earnings to fixed charges(1)
4.87x 7.03x
6.26x
6.39x
6.81x
5.72x
5.26x
Total same store sales growth

4.20%
1.20%
1.70%
2.10%
1.70%
5.60%
2.30%
Pharmacy same store sales growth

5.50%
4.20%
4.50%
4.80%
2.60%
6.60%
3.00%
Pharmacies (at end of period)
9,697 7,891
9,681
7,866
7,702
7,508
7,388

(1) "Fixed charges" consist of interest expense, capitalized interest, amortization of debt discount, and a portion of net rental expense deemed to be
representative of the interest factor. The ratio of earnings to fixed charges is calculated as income from continuing operations, before provision for
income taxes, plus fixed charges (excluding capitalized interest), plus amortization of capitalized interest, with the sum divided by fixed charges.

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