Bond Caremark Health 4.25% ( US126650DL16 ) in USD

Caremark Health

79.37 % ▲

United States

US126650DL16 ( in USD )

4.25% per year ( payment 2 times a year)

31/03/2050

Prospectus brochure of the bond CVS Health US126650DL16 en USD 4.25%, maturity 31/03/2050

2 000 USD

750 000 000 USD

126650DL1

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

01/04/2026 ( In 102 days )

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 US126650DL16, pays a coupon of 4.25% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/03/2050

The Bond issued by Caremark Health ( United States ) , in USD, with the ISIN code US126650DL16, 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 US126650DL16, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B2
424B2 1 d902003d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-217596
CALCULATION OF REGISTRATION FEE

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

Registered

per Unit

Offering Price
Fee(1)

3.625% Senior Notes due 2027
$ 750,000,000
99.822% $ 748,665,000 $ 97,176.72
3.750% Senior Notes due 2030
$1,500,000,000
99.777% $1,496,655,000 $194,265.82
4.125% Senior Notes due 2040
$1,000,000,000
99.314% $ 983,140,000 $127,611.57
4.250% Senior Notes due 2050
$ 750,000,000
99.983% $ 749,872,500 $ 97,333.45

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. The total registration fee for this offering is $516,387.56.
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus Dated May 2, 2017)
$4,000,000,000

$750,000,000 3.625% Senior Notes due 2027
$1,500,000,000 3.750% Senior Notes due 2030
$1,000,000,000 4.125% Senior Notes due 2040
$750,000,000 4.250% Senior Notes due 2050

This is an offering by CVS Health Corporation of an aggregate of $750,000,000 of 3.625% Senior Notes due 2027, which we refer to as the "2027 notes,"
an aggregate of $1,500,000,000 of 3.750% Senior Notes due 2030, which we refer to as the "2030 notes," an aggregate of $1,000,000,000 of 4.125%
Senior Notes due 2040, which we refer to as the "2040 notes," and an aggregate of $750,000,000 of 4.250% Senior Notes due 2050, which we refer to as
the "2050 notes." We refer to the 2027 notes, 2030 notes, 2040 notes and 2050 notes collectively as the "notes."
We will pay interest on the notes on April 1 and October 1 of each year beginning on October 1, 2020. The 2027 notes will bear interest at a rate of 3.625%
per year and will mature on April 1, 2027. The 2030 notes will bear interest at a rate of 3.750% per year and will mature on April 1, 2030. The 2040 notes
will bear interest at a rate of 4.125% per year and will mature on April 1, 2040. The 2050 notes will bear interest at a rate of 4.250% per year and will
mature on April 1, 2050. Upon the occurrence of a Change of Control Triggering Event (as defined herein), we will be required to make an offer to
purchase the notes in cash at a price equal to 101% of their aggregate principal amount plus accrued and unpaid interest, if any, to, but excluding, the date
of repurchase. See "Description of the Notes--Repurchase of the Notes Upon a Change of Control Triggering Event" in this prospectus supplement. We
have the option to redeem all or a portion of the notes as described under the heading "Description of the Notes--Optional Redemption" in this prospectus
supplement.
The notes will be our general unsecured senior obligations and will rank equally in right of payment with all of our other existing and future unsecured and
unsubordinated indebtedness and will be structurally subordinated to the indebtedness of our subsidiaries, including the indebtedness of Aetna Inc.
("Aetna") and its subsidiaries.

Investing in these notes involves certain risks. See "Risk Factors" on page S-5.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus to which it relates is truthful or complete. Any representation to the
contrary is a criminal offense.

https://www.sec.gov/Archives/edgar/data/64803/000119312520091003/d902003d424b2.htm[3/31/2020 8:17:21 AM]

424B2
Public Offering
Underwriting
Proceeds, before

Price(1)

Discount

expenses, to CVS Health

Per Note

Total
Per Note

Total
Per Note

Total

2027 Notes
99.822% $ 748,665,000 0.400% $3,000,000 99.422% $ 745,665,000
2030 Notes
99.777% $1,496,655,000 0.450% $6,750,000 99.327% $1,489,905,000
2040 Notes
98.314% $ 983,140,000 0.875% $8,750,000 97.439% $ 974,390,000
2050 Notes
99.983% $ 749,872,500 0.875% $6,562,500 99.108% $ 743,310,000

(1)
Plus accrued interest, if any, from March 31, 2020.
The notes are expected to be delivered on or about March 31, 2020. Delivery of the notes will be made in book-entry form only through the facilities of
The Depository Trust Company and its direct and indirect participants, including Euroclear Bank SA/NV and Clearstream Banking, société anonyme,
against payment therefor in immediately available funds.

Barclays
Goldman Sachs & Co. LLC

J.P. Morgan

BofA Securities

Wells Fargo Securities

Citigroup
Credit Suisse
BNY Mellon Capital Markets, LLC
Academy Securities
Mizuho Securities
Fifth Third Securities
ICBC Standard Bank
Guggenheim Securities
MUFG
PNC Capital Markets LLC
KeyBanc Capital Markets
RBC Capital Markets
Santander
Loop Capital Markets
SunTrust Robinson Humphrey
SMBC Nikko
TD Securities
US Bancorp

The date of this prospectus supplement is March 26, 2020.
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
WHERE YOU CAN FIND MORE INFORMATION
S-iv
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
S-v
SUMMARY
S-1
RISK FACTORS
S-5
USE OF PROCEEDS
S-6
CAPITALIZATION
S-7
DESCRIPTION OF THE NOTES
S-9
UNDERWRITING
S-17
U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-22
LEGAL MATTERS
S-26
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
S-26
PROSPECTUS

Page
ABOUT THIS PROSPECTUS

1
RISK FACTORS

2
THE COMPANY

3
WHERE YOU CAN FIND MORE INFORMATION

5
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

6
USE OF PROCEEDS

9
RATIO OF EARNINGS TO FIXED CHARGES

10
DESCRIPTION OF DEBT SECURITIES

11
https://www.sec.gov/Archives/edgar/data/64803/000119312520091003/d902003d424b2.htm[3/31/2020 8:17:21 AM]

424B2
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.
Notice to Prospective Investors in the European Economic Area and the United Kingdom
All references in this prospectus supplement to Regulations or Directives include, in relation to the United Kingdom ("UK"), those Regulations or
Directives as they form part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 or have been implemented in UK domestic law,
as appropriate.
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 European Economic Area ("EEA") or the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client
as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97
(as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1)
of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation (as defined below). 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 or the UK has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor
in the EEA or the UK may be unlawful under the PRIIPs Regulation.
This prospectus supplement has been prepared on the basis that any offer of notes in any Member State of the EEA will be made pursuant to an
exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of notes. Accordingly any person making or intending
to make an offer in that Member State of notes which are the subject of the offering contemplated in this prospectus supplement may only do so to legal
entities which are qualified investors as defined in the Prospectus Regulation, provided that no such offer of notes shall require the Company or any of the
underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus
Regulation, in each case in relation to such offer.
Neither the Company nor the underwriters have authorized, nor do they authorize, the making of any offer of notes to any legal entity which is not a
qualified investor as defined in the Prospectus Regulation. Neither the

S-ii
Table of Contents
Company nor the underwriters have authorized, nor do they authorize, the making of any offer of notes through any financial intermediary, other than
offers made by the underwriters, which constitute the final placement of the notes contemplated in this prospectus supplement.
Each person in a Member State of the EEA or the UK who receives any communication in respect of, or who acquires any notes under, the offers to
https://www.sec.gov/Archives/edgar/data/64803/000119312520091003/d902003d424b2.htm[3/31/2020 8:17:21 AM]

424B2
the public contemplated in prospectus supplement, or to whom the notes are otherwise made available, will be deemed to have represented, warranted,
acknowledged and agreed to and with each underwriter and us that it and any person on whose behalf it acquires notes is: (1) a "qualified investor" within
the meaning of Article 2(e) of the Prospectus Regulation; and (2) not a "retail investor" (as defined above).
The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 (as amended).
Any distributor subject to MiFID II subsequently offering, selling or recommending the notes is responsible for undertaking its own target market
assessment in respect of the notes and determining the appropriate distribution channels for the purposes of the MiFID II product governance rules under
Commission Delegated Directive (EU) 2017/593 ("Delegated Directive"). Neither we nor any of the underwriters make any representations or warranties as
to a Distributor's compliance with the Delegated Directive.
Notice to Prospective Investors in the United Kingdom
This prospectus supplement and the accompanying prospectus are for distribution only to persons who: (i) have professional experience in matters
relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the
"Financial Promotion Order"); (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the
Financial Promotion Order; (iii) are outside the United Kingdom; or (iv) are persons to whom an invitation or inducement to engage in investment activity
(within the meaning of section 21 of the Financial Services and Markets Act 2000 in connection with the issue or sale of any securities may otherwise
lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This document is directed
only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this
document relates is available only to relevant persons and will be engaged in only with relevant persons.

S-iii
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site at
http://www.sec.gov, from which interested persons can electronically access our SEC filings, including the registration statement and the exhibits and
schedules to the registration statement. In addition, you can inspect and copy our reports, proxy statements and other information at the offices of the New
York Stock Exchange, 11 Wall Street, New York, New York 10005.
The SEC allows us to "incorporate by reference" the information we file with them, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by reference is an important part of this prospectus supplement, and information that we
file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future
filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than,
in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules), on or after the date of this prospectus
supplement until we complete the offering of the notes covered by this prospectus supplement:

· Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on February 18, 2020.

· Current Reports on Form 8-K/A filed with the SEC on February 4, 2019 (but only incorporating the historical audited consolidated financial
statements and financial statement schedule of Aetna at December 31, 2017 and 2016 and for each of the years in the three-year period ended

December 31, 2017, the related notes thereto and the related report of KPMG LLP, then Aetna's independent registered public accounting firm and
management's report on internal control over financial reporting at December 31, 2017) and on Form 8-K filed with the SEC on February 3,
February 7, February 12 (Form 8-K regarding Item 5.02 only), March 6 and March 26, 2020.

· Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 5, 2019 (as to the information under the headings "Committees of the
Board as of the Annual Meeting," "Code of Conduct," "Audit Committee Report," "Biographies of our Incumbent Board Nominees," "Section 16(a)
Beneficial Ownership Reporting Compliance," "Share Ownership of Directors and Certain Executive Officers," "Share Ownership of Principal

Stockholders," "Item 1: Election of Directors," "Item 2: Ratification of Appointment of Independent Registered Public Accounting Firm for 2019,"
"Independence Determinations for Directors," "Related Person Transaction Policy," "Non-Employee Director Compensation" and "Executive
Compensation and Related Matters" (including "Compensation Discussion and Analysis," "Letter from the Management Planning and Development
Committee," "Compensation Committee Report" and "Compensation of Named Executive Officers" thereto)).
You may request a copy of any or all of the documents incorporated by reference into this prospectus supplement or the accompanying prospectus at
no cost, by writing or telephoning us at the following address:
Valerie Haertel
Senior Vice President, Investor Relations
CVS Health Corporation
One CVS Drive--MC 1008
https://www.sec.gov/Archives/edgar/data/64803/000119312520091003/d902003d424b2.htm[3/31/2020 8:17:21 AM]

424B2
Woonsocket, Rhode Island 02895
(800) 201-0938
[email protected]

S-iv
Table of Contents
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 (the "Reform Act") provides a "safe harbor" for forward-looking statements, so long as
(1) those statements are identified as forward-looking, and (2) the statements are accompanied by meaningful cautionary statements that identify important
factors that could cause actual results to differ materially from those discussed in the statement. We want to take advantage of these safe harbor provisions.
Certain information contained in this prospectus supplement, the accompanying prospectus, any related free writing prospectus and the documents
incorporated by reference herein and therein are forward-looking within the meaning of the Reform Act or SEC rules. In addition, throughout this
prospectus supplement, the accompanying prospectus, any related free writing prospectus and the documents incorporated by reference herein and therein
and our other reports and communications, we use the following words or variations or negatives of these words and similar expressions when we intend to
identify forward-looking statements:

· Anticipates
· Believes
· Can
· Continue
· Could
· Estimates
· Evaluate
· Expects
· Explore
· Forecast
· Guidance
· Intends
· Likely
· May
· Might
· Outlook
· Plans
· Potential
· Predict
· Probable
· Projects
· Seeks
· Should
· View
· Will
All statements addressing the future operating performance of CVS Health or any segment or any subsidiary and/or future events or developments,
including statements relating to corporate strategy; revenue or adjusted revenue; operating income or adjusted operating income; earnings per share or
adjusted earnings per share; Pharmacy Services segment business, sales results and/or trends and/or operations; Retail/Long Term Care ("LTC") segment
business, sales results and/or trends and/or operations; Health Care Benefits segment business, sales results and/or trends, medical cost trends, medical
membership, Medicare Part D membership, medical benefit ratios and/or operations; incremental investment spending; interest expense; effective tax rate;
weighted-average share count; cash flow from operations; net capital expenditures; cash available for debt repayment; integration synergies; net synergies;
integration costs; enterprise modernization; transformation; leverage ratio; cash available for enhancing shareholder value; inventory reduction, turn rate
and/or loss rate; debt ratings; the Company's ability to attract or retain customers and clients; store development and/or relocations; new product
development; and the impact of industry and regulatory developments, outbreaks and pandemics, including the recent outbreak of a novel strain of
coronavirus ("COVID-19"), 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.
You should not put undue reliance on forward-looking statements. Any forward-looking statement speaks only as of the date of this prospectus
supplement, the accompanying prospectus, any related free writing prospectus and the documents incorporated by reference herein and therein, and we
disclaim any intention or obligation to update or revise forward-looking statements, whether as a result of new information, future events, uncertainties or
otherwise.

S-v
Table of Contents
SUMMARY
Overview
CVS Health Corporation, together with its subsidiaries, is the nation's premier health innovation company helping people on their path to better
health. Whether in one of its pharmacies or through its health services and plans, CVS Health is pioneering a bold new approach to total health by
making quality care more affordable, accessible, simple and seamless. CVS Health is community-based and locally focused, engaging consumers with
the care they need when and where they need it. The Company has approximately 9,900 retail locations, approximately 1,100 walk-in medical
clinics, a leading pharmacy benefits manager with approximately 105 million plan members, a dedicated senior pharmacy care business serving more
than one million patients per year and expanding specialty pharmacy services. CVS Health also serves an estimated 37 million people through
https://www.sec.gov/Archives/edgar/data/64803/000119312520091003/d902003d424b2.htm[3/31/2020 8:17:21 AM]

424B2
traditional, voluntary and consumer-directed health insurance products and related services, including expanding Medicare Advantage offerings and a
leading standalone Medicare Part D prescription drug plan ("PDP"). The Company believes its innovative health care model increases access to
quality care, delivers better health outcomes and lowers overall health care costs.
On November 28, 2018 (the "Aetna Acquisition Date"), the Company acquired Aetna for a combination of cash and CVS Health stock (the
"Aetna Acquisition"). The Company acquired Aetna to help improve the consumer health care experience by combining Aetna's health care benefits
products and services with CVS Health's retail locations, walk-in medical clinics and integrated pharmacy capabilities with the goal of becoming the
new, trusted front door to health care. Under the terms of the merger agreement, Aetna shareholders received $145.00 in cash and 0.8378 CVS Health
shares for each Aetna share. The transaction valued Aetna at approximately $212 per share or approximately $70 billion. Including the assumption of
Aetna's debt, the total value of the transaction was approximately $78 billion. The Company financed the cash portion of the purchase price through a
combination of cash on hand and by issuing approximately $45 billion of new debt, including senior notes and term loans.
On October 10, 2018, the Company and Aetna entered into a consent decree with the U.S. Department of Justice (the "DOJ") that allowed the
Company's proposed acquisition of Aetna to proceed, provided Aetna agreed to sell its individual standalone PDPs. As part of the agreement reached
with the DOJ, Aetna entered into a purchase agreement with a subsidiary of WellCare Health Plans, Inc. for the divestiture of Aetna's standalone
PDPs effective December 31, 2018. On November 30, 2018, the Company completed the sale of Aetna's standalone PDPs. The Company provided
administrative services to, and retained the financial results of, the divested plans through 2019. Subsequent to 2019, the Company will no longer
retain the financial results of the divested plans. Aetna's standalone PDPs had an aggregate of 2.5 million members as of December 31, 2019.
As a result of the Aetna Acquisition, the Company added the Health Care Benefits segment. Certain aspects of Aetna's operations, including
products for which the Company no longer solicits or accepts new customers, such as large case pensions and long-term care insurance products, are
included in the Company's Corporate/Other segment.
Effective for the first quarter of 2019, the Company realigned the composition of its segments to correspond with changes to its operating model
and reflect how its Chief Operating Decision Maker reviews information and manages the business. As a result of this realignment, the Company's
SilverScript® PDP moved from the Pharmacy Services segment to the Health Care Benefits segment. In addition, the Company moved Aetna's mail
order and specialty pharmacy operations from the Health Care Benefits segment to the Pharmacy Services segment. Segment financial information
has been retrospectively adjusted to reflect these changes.
The Company has four reportable segments: Pharmacy Services, Retail/LTC, Health Care Benefits and Corporate/Other.

S-1
Table of Contents
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.

S-2
Table of Contents
The Offering

Issuer
CVS Health Corporation.

Securities Offered
$750,000,000 aggregate principal amount of 3.625% Senior Notes due 2027.

$1,500,000,000 aggregate principal amount of 3.750% Senior Notes due 2030.

https://www.sec.gov/Archives/edgar/data/64803/000119312520091003/d902003d424b2.htm[3/31/2020 8:17:21 AM]

424B2

$1,000,000,000 aggregate principal amount of 4.125% Senior Notes due 2040.

$750,000,000 aggregate principal amount of 4.250% Senior Notes due 2050.

Maturity Date
The 2027 notes: April 1, 2027.

The 2030 notes: April 1, 2030.

The 2040 notes: April 1, 2040.

The 2050 notes: April 1, 2050.

Interest Payment Dates
We will pay interest on the 2027 notes, 2030 notes, 2040 notes and 2050 notes on April 1 and
October 1 of each year beginning on October 1, 2020.

Interest on the notes offered hereby will accrue from March 31, 2020.

Ranking
The notes will be our general unsecured senior obligations and will rank equally in right of
payment with all of our other existing and future unsecured and unsubordinated indebtedness
and will be structurally subordinated to the indebtedness of our subsidiaries, including the
indebtedness of Aetna and its subsidiaries.

Use of Proceeds
We estimate that the net proceeds to us from this offering will be approximately
$3,946,451,000, after deducting the underwriting discount and estimated offering expenses
payable by us. We intend to use the net proceeds from this offering for general corporate
purposes, which may include working capital and capital expenditures and repayment of
indebtedness. Net proceeds from this offering that are not immediately used for these
purposes may be held in cash or invested temporarily in cash equivalents, short-term
investment-grade securities or similar instruments. See "Use of Proceeds."

Optional Redemption
Prior to (i) with respect to the 2027 notes, February 1, 2027 (two months prior to the maturity
date of such notes), (ii) with respect to the 2030 notes, January 1, 2030 (three months prior to
the maturity date of such notes), (iii) with respect to the 2040 notes, October 1, 2039 (six
months prior to the maturity date of such notes) and (iv) with respect to the 2050 notes,
October 1, 2049 (six months prior to

S-3
Table of Contents
the maturity date of such notes) (in each case, the "Applicable Par Call Date"), such series of
notes will be redeemable, in whole or in part at any time, at our option upon not less than 10
nor more than 60 days' notice at a redemption price, plus accrued and unpaid interest, if any,
to, but excluding, the redemption date, equal to the greater of: (1) 100% of the aggregate
principal amount of the notes being redeemed, or (2) the sum of the present values of the
remaining scheduled payments of principal and interest on the notes being redeemed that

would be due if such series of notes matured on the Applicable Par Call Date (not including
any portion of such payments of interest accrued to the redemption date) discounted to the
redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the applicable Treasury Yield (as defined below in this prospectus supplement)
plus the Applicable Spread (as defined below in this prospectus supplement) for such series
of notes.

On or after the Applicable Par Call Date, the 2027 notes, 2030 notes, 2040 notes and 2050
notes will be redeemable, in whole or in part at any time, at our option upon not less than 10

nor more than 60 days' notice at a redemption price equal to 100% of the aggregate principal
amount of the notes being redeemed plus accrued and unpaid interest, if any, to, but
https://www.sec.gov/Archives/edgar/data/64803/000119312520091003/d902003d424b2.htm[3/31/2020 8:17:21 AM]

424B2
excluding, the redemption date on such notes.

See "Description of the Notes--Optional Redemption."

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

Certain Covenants
The indenture pursuant to which the notes will be issued contains covenants that, among
other things, limit our ability and the ability of our Restricted Subsidiaries (as defined
therein) 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 Debt Securities--Certain Covenants" in the accompanying prospectus.

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

S-4
Table of Contents
RISK FACTORS
Investing in the notes involves risks. You should carefully consider all of the risk factors described below and the information included elsewhere in
this prospectus supplement, the accompanying prospectus and the other documents incorporated by reference herein and therein before deciding to invest in
the notes. We also urge you to consider carefully the factors set forth under the heading "Cautionary Statement Concerning Forward-Looking Statements"
in this prospectus supplement.
Risks Related to CVS Health
See "Risk Factors" in CVS Health's Annual Report on Form 10-K for the year ended December 31, 2019, incorporated by reference herein, which
includes a discussion of the material risks related to CVS Health. See "Where You Can Find More Information" in this prospectus supplement.
Risks Related to the Notes
The notes are structurally subordinated to the liabilities of our subsidiaries, which includes the liabilities of Aetna and its subsidiaries.
The notes are our obligations exclusively and not of any of our subsidiaries. Therefore, the notes are structurally subordinated to the liabilities of our
subsidiaries, including the indebtedness of Aetna and its subsidiaries. As of December 31, 2019, we had approximately $8.2 billion aggregate principal
amount of such indebtedness issued by subsidiaries that would rank effectively senior to the notes.
If active trading markets for the notes do not develop, you may not be able to resell them.
The notes are new issues of securities for which there currently are no trading markets. Although the underwriters have informed us that they intend
to make markets in the notes, they are not obligated to do so, and any such market-making activities may be discontinued at any time without notice. As a
result, we cannot provide any assurances that trading markets for the notes will ever develop or be maintained. Further, we can make no assurances as to
the liquidity of any markets that may develop for the notes, your ability to sell your notes or the prices at which you will be able to sell your notes. Future
trading prices of the notes will depend on many factors, including prevailing interest rates, our financial condition, results of operations and cash flows, the
condition of the industries in which we operate generally, the then-current ratings assigned to the notes and the market for similar securities. Accordingly,
you may be required to bear the financial risk of an investment in the notes for an indefinite period of time. We do not intend to apply for listing or
quotation of the notes on any securities exchange or automated quotation system.

S-5
Table of Contents
https://www.sec.gov/Archives/edgar/data/64803/000119312520091003/d902003d424b2.htm[3/31/2020 8:17:21 AM]

424B2
USE OF PROCEEDS
We estimate that the net proceeds to us from this offering will be approximately $3,946,451,000, after deducting the underwriting discount and
estimated offering expenses payable by us. We intend to use the net proceeds from this offering for general corporate purposes, which may include
working capital and capital expenditures and repayment of indebtedness. Net proceeds from this offering that are not immediately used for these purposes
may be held in cash or invested temporarily in cash equivalents, short-term investment-grade securities or similar instruments.

S-6
Table of Contents
CAPITALIZATION
The table below sets forth CVS Health's total cash and short-term investments and total capitalization at December 31, 2019 on an actual basis and
as adjusted to give effect to this offering (but not the application of the proceeds therefrom), after deducting the underwriting discount and estimated
offering expenses payable by us.
You should read the table below together with CVS Health's consolidated financial statements and the notes thereto and "Management's Discussion
and Analysis of Financial Condition and Results of Operations" in CVS Health's Annual Report on Form 10-K for the year ended December 31, 2019,
incorporated by reference into this prospectus supplement and the accompanying prospectus.

December 31, 2019

Actual
As Adjusted
($ in millions)

(Unaudited)
Cash and cash equivalents

$5,683
$
9,629
Investments

2,373

2,373

Total cash and short-term investments

8,056

12,002

Short-term debt:

3.125% Notes due 2020

723

723
2020 Floating Rate Notes

277

277
2.8% Notes due 2020

2,750

2,750
Commercial paper

--

--
Finance lease liabilities

27

27
Other

4

4

Total short-term debt

3,781

3,781

Long-term debt:

3.35% Notes due 2021

2,038

2,038
2021 Floating Rate Notes

1,000

1,000
4.125% Notes due 2021

222

222
2.125% Notes due 2021

1,750

1,750
4.125% Notes due 2021

203

203
5.45% Notes due 2021

187

187
3.5% Notes due 2022

1,500

1,500
2.75% Notes due 2022

1,000

1,000
2.75% Notes due 2022

1,250

1,250
4.75% Notes due 2022

399

399
3.7% Notes due 2023

6,000

6,000
2.8% Notes due 2023

1,300

1,300
4% Notes due 2023

1,250

1,250
2.625% Notes due 2024

1,000

1,000
3.375% Notes due 2024

650

650
3.5% Notes due 2024

750

750
5% Notes due 2024

299

299
4.1% Notes due 2025

5,000

5,000
3.875% Notes due 2025

2,828

2,828
2.875% Notes due 2026

1,750

1,750
3% Notes due 2026

750

750
6.25% Notes due 2027

372

372
4.3% Notes due 2028

9,000

9,000
3.25% Notes due 2029

1,750

1,750

https://www.sec.gov/Archives/edgar/data/64803/000119312520091003/d902003d424b2.htm[3/31/2020 8:17:21 AM]

424B2
S-7
Table of Contents

December 31, 2019

Actual
As Adjusted
($ in millions)

(Unaudited)
4.875% Notes due 2035

652

652
6.625% Notes due 2036

771

771
6.75% Notes due 2037

533

533
4.78% Notes due 2038

5,000

5,000
6.125% Notes due 2039

447

447
5.75% Notes due 2041

133

133
4.5% Notes due 2042

500

500
4.125% Notes due 2042

500

500
5.3% Notes due 2043

750

750
4.75% Notes due 2044

375

375
5.125% Notes due 2045

3,500

3,500
3.875% Notes due 2047

1,000

1,000
5.05% Notes due 2048

8,000

8,000
3.625% Notes due 2027 offered hereby

--

750
3.750% Notes due 2030 offered hereby

--

1,500
4.125% Notes due 2040 offered hereby

--

1,000
4.250% Notes due 2050 offered hereby

750
Finance lease liabilities

781

781
Debt premiums

262

262
Debt discounts and deferred financing costs

(1,028)

(1,082)
Other

275

275

Total long-term debt

64,699

68,645

Total debt

68,480

72,426

Shareholders' equity

CVS Health shareholders' equity:

Preferred stock

--

--
Common stock and capital surplus

45,972

45,972
Treasury stock and shares held in trust

(28,235)

(28,235)
Retained earnings

45,108

45,108
Accumulated other comprehensive income

1,019

1,019

Total CVS Health shareholders' equity

63,864

63,864
Noncontrolling interest

306

306

Total shareholders' equity

64,170

64,170

Total capitalization

$132,650
$ 136,596

S-8
Table of Contents
DESCRIPTION OF THE NOTES
General
The 3.625% Senior Notes due 2027, which we refer to as the "2027 notes," 3.750% Senior Notes due 2030, which we refer to as the "2030 notes,"
4.125% Senior Notes due 2040, which we refer to as the "2040 notes," and 4.250% Senior Notes due 2050, which we refer to as the "2050 notes," each
constitute a series of senior debt securities described in the accompanying prospectus. We refer to the 2027 notes, 2030 notes, 2040 notes and 2050 notes
collectively as the "notes." This description supplements and, to the extent inconsistent therewith, replaces the descriptions of the general terms and
provisions contained in "Description of Debt Securities" in the accompanying prospectus.
Each series of notes will be issued under the 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"). The following summary of the material provisions of the indenture does not summarize all of the provisions of the indenture.
https://www.sec.gov/Archives/edgar/data/64803/000119312520091003/d902003d424b2.htm[3/31/2020 8:17:21 AM]

Document Outline

#1">
- #1">