Obligation CVS Health 2.75% ( US126650BZ20 ) en USD

CVS Health

100 % ⇌

Etas-Unis

US126650BZ20 ( en USD )

2.75% par an ( paiement semestriel )

30/11/2022 - Obligation échue

Prospectus brochure de l'obligation CVS Health US126650BZ20 en USD 2.75%, échue

2 000 USD

1 250 000 000 USD

126650BZ2

L'Obligation émise par CVS Health ( Etas-Unis ) , en USD, avec le code ISIN US126650BZ20, paye un coupon de 2.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/11/2022

L'Obligation émise par CVS Health ( Etas-Unis ) , en USD, avec le code ISIN US126650BZ20, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par CVS Health ( Etas-Unis ) , en USD, avec le code ISIN US126650BZ20, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
As filed pursuant to Rule 424(b)(2)
Registration No. 333-165672
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of
Title of each class of securities Offered

Offering Price

Registration Fee(1)
2.750% Senior Notes due December 1, 2022

$1,250,000,000

$170,500
(1)
Calculated in accordance with Rule 457(r).

PROSPECTUS SUPPLEMENT
(To Prospectus Dated March 24, 2010)

This is an offering by CVS Caremark Corporation of an aggregate of $1,250,000,000 of 2.750% Senior Notes due 2022 which we refer to as the "notes."
We will pay interest on the notes on June 1 and December 1 of each year beginning on June 1, 2013. Upon the occurrence of a Change of Control Triggering Event, we will be
required to make an offer to purchase the notes at a price equal to 101% of their principal amount to the date of repurchase. We have the option to redeem all or a portion of the
notes at any time. See "Description of the Notes--Optional Redemption" in this prospectus supplement.
The notes will be our general unsecured senior obligations and will rank equally in right of payment with all of our other existing and future unsecured and unsubordinated debt.
Investing in these notes involves certain risks. See "Risk Factors" on page S-6.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
supplement or the accompanying prospectus to which it relates is truthful or complete. Any representation to the contrary is a criminal offense.

Per Note

Total

Public Offering Price

99.861%
$ 1,248,262,500
Underwriting Discount

0.650%

$
8,125,000
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Proceeds, before expenses, to CVS Caremark

99.211%
$ 1,240,137,500
Barclays Capital Inc., on behalf of the underwriters, expects to deliver the notes on or about November 29, 2012. Delivery of the notes will be made in book-entry form only
through the facilities of the Depository Trust Company and its direct and indirect participants, including Euroclear Bank S.A/N.V. and Clearstream Banking, société anonyme,
against payment therefor in immediately available funds.

Deutsche Bank Securities

Fifth Third Securities, Inc.

BB&T Capital Markets
RBC Capital Markets

KeyBanc Capital Markets

PNC Capital Markets LLC
RBS

SMBC Nikko

Santander
SunTrust Robinson Humphrey

Mizuho Securities

TD Securities
US Bancorp

Morgan Stanley

The date of this prospectus supplement is November 26, 2012

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TABLE OF CONTENTS

Page
ABOUT THIS PROSPECTUS SUPPLEMENT

S-ii
WHERE YOU CAN FIND MORE INFORMATION

S-iii
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

S-1

THE COMPANY

S-3

THE OFFERING

S-5

RISK FACTORS

S-6

USE OF PROCEEDS

S-7

CAPITALIZATION

S-8

SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

S-9

DESCRIPTION OF THE NOTES

S-12
UNDERWRITING

S-19
U.S. FEDERAL INCOME TAX CONSIDERATIONS

S-22
LEGAL MATTERS

S-25
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

S-25
PROSPECTUS

Page
THE COMPANY

1

ABOUT THIS PROSPECTUS

3

WHERE YOU CAN FIND MORE INFORMATION

4

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

5

USE OF PROCEEDS

6

RATIO OF EARNINGS TO FIXED CHARGES

7

DESCRIPTION OF DEBT SECURITIES

7

FORMS OF SECURITIES

19
VALIDITY OF SECURITIES

20
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

20

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ABOUT THIS PROSPECTUS SUPPLEMENT
This document has two parts. The first part consists of this prospectus supplement, which describes the specific terms of this offering and the notes offered. The second part,
the accompanying prospectus, provides more general information, some of which may not apply to this offering. If the description of the offering varies between this prospectus
supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement.
Before purchasing any notes, you should carefully read both this prospectus supplement and the accompanying prospectus, together with the additional information
described under the heading "Where You Can Find More Information" in this prospectus supplement and in the accompanying prospectus.
We have not authorized anyone to provide any information or to make any representations other than those contained or incorporated by reference in this prospectus
supplement, the accompanying prospectus or in any free writing prospectuses filed by us with the U.S. Securities and Exchange Commission ("SEC"). We take no responsibility
for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not, and the underwriters are not, making an offer of these
securities in any jurisdiction where the offer is not permitted. You should not assume that the information contained in or incorporated by reference in this prospectus supplement,
the accompanying prospectus or in any free writing prospectus is accurate as of any date other than their respective dates. Except as otherwise specified, the terms "CVS
Caremark," the "Company," "we," "us" and "our" refer to CVS Caremark Corporation and its subsidiaries.

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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any document that we file at the Public
Reference Room of the SEC at 100 F Street NE, Room 1580, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site at http://www.sec.gov, from which interested persons can electronically access, among other things, the
registration statement, of which the accompanying prospectus is part, including the exhibits and schedules thereto.
The SEC allows us to "incorporate by reference" the information we file with them, which means that we can disclose important information to you by referring you to those
documents. The information incorporated by reference is an important part of this prospectus supplement, and information that we file later with the SEC will automatically update
and supersede this information. We incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than, in each case, documents or information deemed to have been furnished and not filed in accordance
with SEC rules), on or after the date of this prospectus supplement until we sell all of the securities covered by this prospectus supplement:

(i)
CVS Caremark's Annual Report on Form 10-K filed on February 17, 2012;

(ii)
CVS Caremark's Current Reports on Form 8-K filed on March 2, 2012, March 22, 2012, April 3, 2012, May 14, 2012, September 20, 2012, September 25, 2012

and November 26, 2012;

(iii)
CVS Caremark's Quarterly Reports on Form 10-Q filed on May 2, 2012, August 7, 2012 and November 6, 2012; and

(iv)
CVS Caremark's Definitive Proxy Statement on Schedule 14A filed on March 26, 2012 (as to the information under the captions "Committees of the Board,"
"Director Nominations," "Code of Conduct," "Certain Transactions with Directors and Officers," "Audit Committee Report," "Share Ownership of Directors and

Certain Executive Officers," "Biographies of our Board Nominees," "Section 16(a) Beneficial Ownership Reporting Compliance," "Item 2: Ratification of
Appointment of Independent Registered Public Accounting Firm" and "Executive Compensation and Related Matters," including "Compensation Discussion and
Analysis," and "Management Planning and Development Committee Report").
You may request a copy of any or all of the documents incorporated by reference into this prospectus supplement or the accompanying prospectus at no cost, by writing or
telephoning us at the following address:
Nancy R. Christal
Senior Vice President, Investor Relations
CVS Caremark Corporation
670 White Plains Road, Suite 210
Scarsdale, New York 10583
(800) 201-0938

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the information incorporated by reference herein may contain certain forward-looking statements within the
meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). Generally, the inclusion of the words "believe," "expect,"
"intend," "estimate," "project," "anticipate," "will," "should" and similar expressions identify statements that constitute forward-looking statements. All statements addressing
operating performance of CVS Caremark Corporation or any subsidiary, events or developments that the Company expects or anticipates will occur in the future, including
statements relating to 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, PBM business and sales trends, the Company's ability to attract or
retain customers, Medicare Part D competitive bidding and enrollment, new product development and the impact of industry developments, as well as statements expressing
optimism or pessimism about future operating results or events, are forward-looking statements within the meaning of the Reform Act.
The forward-looking statements are and will be based upon management's then-current views and assumptions regarding future events and operating performance, and are
applicable only as of the dates of such statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new
information, future events, or otherwise.
By their nature, all forward-looking statements involve risks and uncertainties. Actual results may differ materially from those contemplated by the forward-looking
statements for a number of reasons, including, but not limited to:

· Risks relating to the health of the economy in general and in the markets we serve, which could impact consumer purchasing power, preferences and/or spending

patterns, drug utilization trends, the financial health of our PBM clients or other payors doing business with us and our ability to secure necessary financing, suitable
store locations and sale-leaseback transactions on acceptable terms.

· Efforts to reduce reimbursement levels and alter health care financing practices, including pressure to reduce reimbursement levels for generic drugs.

· The possibility of PBM client loss and/or the failure to win new PBM business.

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

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

offerings and/or higher service levels and market dynamics and regulatory changes that impact our ability to offer plan sponsors pricing that includes the use of retail
"differential" or "spread."

· Regulatory and business changes relating to our participation in federal and state government-funded programs, such as Medicare Part D and Medicaid.

· Possible changes in industry pricing benchmarks.

· An extremely competitive business environment, including the uncertain impact of increased consolidation in the PBM industry, uncertainty concerning our ability to

secure and maintain competitive pricing and other contract terms from pharmacies participating in our retail pharmacy networks and the willingness of some PBM
clients to consider adopting narrow or more restricted retail pharmacy networks.

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· Uncertainty regarding the impact of the new pharmacy network agreement entered into by Express Scripts and Walgreens, including uncertainty relating to the effect on

our net revenues, gross profit, marketing and other operating expenses and cash flows over time if we are unable to retain the business we have gained as a result of the
Express Scripts and Walgreens contractual impasse.

· Reform of the U.S. health care system, including ongoing implementation of the Patient Protection and Affordable Care Act, continuing legislative efforts, regulatory

changes and judicial interpretations impacting our health care system and the possibility of shifting political and legislative priorities related to reform of the health care
system in the future.

· Risks relating to our 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.

· Risks related to compliance with a broad and complex regulatory framework, including compliance with new and existing federal, state and local laws and regulations

relating to health care, accounting standards, corporate securities, tax, environmental and other laws and regulations affecting our business.

· Risks related to litigation, government investigations and other legal proceedings as they relate to our business, the pharmacy services, retail pharmacy or retail clinic

industries or to the health care industry generally.

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

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THE COMPANY
Introduction
CVS Caremark Corporation ("CVS Caremark", the "Company", "we" or "us"), together with its subsidiaries, is the largest pharmacy health care provider in the
United States. We are uniquely positioned to deliver significant benefits to health plan sponsors through effective cost management solutions and innovative programs that
engage plan members and promote healthier and more cost-effective behaviors. Our integrated pharmacy services model enhances our ability to offer plan members and
consumers expanded choice, greater access and more personalized services to help them on their path to better health. We effectively manage pharmaceutical costs and
improve health care outcomes through our pharmacy benefit management ("PBM"), mail order and specialty pharmacy division, CVS Caremark® Pharmacy Services; our
7,423 CVS/pharmacy® retail stores; our retail-based health clinic subsidiary, MinuteClinic®; and our online retail pharmacy, CVS.com®.
We currently have three segments: Pharmacy Services, Retail Pharmacy and Corporate.
Pharmacy Services Segment
Our Pharmacy Services Segment provides a full range of PBM services, including mail order and specialty pharmacy services, plan design and administration,
formulary management, discounted drug purchase arrangements, Medicare Part D services, retail pharmacy network management services, prescription management systems,
clinical services, disease management services and pharmacogenomics. Our clients are primarily employers, insurance companies, unions, government employee groups,
managed care organizations and other sponsors of health benefit plans and individuals throughout the United States. As a pharmacy benefits manager, we manage the
dispensing of pharmaceuticals through our mail order pharmacies and national network of approximately 67,000 retail pharmacies (which includes our CVS/pharmacy stores)
to eligible members in the benefit plans maintained by our clients and utilize our information systems to perform, among other things, safety checks, drug interaction
screenings and brand to generic substitutions.
Our specialty pharmacies support individuals that require complex and expensive drug therapies. Our specialty pharmacy business includes mail order and retail
specialty pharmacies that operate under the CVS Caremark® and CarePlus CVS/pharmacy® names. We also provide health management programs, which include integrated
disease management for 17 conditions, through our Accordant® health management offering. In addition, through our SilverScript Insurance Company and Pennsylvania Life
Insurance Company subsidiaries, we are a national provider of drug benefits to eligible beneficiaries under the Federal Government's Medicare Part D program. The
Pharmacy Services Segment operates under the CVS Caremark® Pharmacy Services, Caremark®, CVS Caremark®, CarePlus CVS/pharmacy®, CarePlusTM, RxAmerica® and
Accordant® names. As of September 30, 2012, the Pharmacy Services Segment operated 31 retail specialty pharmacy stores, 12 specialty mail order pharmacies and six mail
service pharmacies located in 22 states, Puerto Rico and the District of Columbia.
Retail Pharmacy Segment
Our Retail Pharmacy Segment sells prescription drugs and a wide assortment of general merchandise, including over-the-counter drugs, beauty products and cosmetics,
photo finishing, seasonal merchandise, greeting cards and convenience foods through our CVS/pharmacy® and Longs Drugs® retail stores and online through CVS.com®. Our
Retail Pharmacy Segment derives the majority of its revenues through the sale of prescription drugs, which are dispensed by our more than 23,000 retail pharmacists. Our
Retail Pharmacy Segment also provides health care services through our MinuteClinic® health care clinics. MinuteClinics are staffed by nurse practitioners and physician
assistants who utilize

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nationally recognized protocols to diagnose and treat minor health conditions, perform health screenings, monitor chronic conditions, and deliver vaccinations. As of
September 30, 2012, our Retail Pharmacy Segment included 7,423 retail drugstores (of which 7,359 operated a pharmacy) located in 41 states, the District of Columbia and
Puerto Rico operating primarily under the CVS/pharmacy® or Longs Drugs® names, 28 onsite pharmacies, 609 retail health care clinics operating under the MinuteClinic®
name (of which 602 were located in CVS/pharmacy stores) and our online retail website, CVS.com.
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, corporate information technology and finance departments.
CVS Caremark Corporation is a Delaware corporation. Our corporate office is located at One CVS Drive, Woonsocket, Rhode Island 02895, telephone
(401) 765-1500. Our common stock is listed on the New York Stock Exchange under the trading symbol "CVS." General information about CVS Caremark is available
through our website at http://www.cvscaremark.com. Our financial press releases and filings with the SEC are available free of charge on the investor relations portion of our
website at http://www.cvscaremark.com/investors. Our website and the information contained therein or connected thereto shall not be deemed to be incorporated into this
prospectus supplement or the accompanying prospectus.
Recent Developments
In November 2012, we received a subpoena from the OIG requesting information concerning automatic refill programs used by pharmacies to refill prescriptions for
customers. We are cooperating and will be providing documents and other information in response to this request for information.
Tender Offers
We have commenced cash tender offers (the "Tender Offers") for (1) any and all of our 6.60% Senior Notes due 2019 (the "Any and All Notes") and (2) up to a
maximum amount of our 6.125% Senior Notes due 2016 and 5.750% Senior Notes due 2017 (collectively, the "Maximum Tender Offer Notes" and together with the Any and
All Notes, the "Tender Offer Notes") such that the aggregate principal amount of the Maximum Tender Offer Notes tendered and accepted for purchase is equal to
$1,000,000,000 less the aggregate principal amount of the Any and All Notes tendered and accepted for purchase. We currently intend to use the net proceeds of this offering,
together with available cash, to fund the Tender Offers and related fees and expenses. This offering is not conditioned upon consummation of the Tender Offers.
This prospectus supplement is not an offer to purchase or a solicitation of an offer to sell the Tender Offer Notes.

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THE OFFERING

Issuer
CVS Caremark Corporation.

Securities Offered
$1,250,000,000 aggregate principal amount of 2.750% Senior Notes due 2022 (the "notes").

Maturity Date
December 1, 2022.

Interest Payment Dates
We will pay interest on the notes on June 1 and December 1, beginning on June 1, 2013.

Interest on the notes being offered by this prospectus supplement will accrue from November 29, 2012.

Ranking
The notes will be our general unsecured senior obligations and will rank equally in right of payment with
all of our other existing and future unsecured and unsubordinated debt.

Use of Proceeds
We estimate that the net proceeds to us from this offering will be approximately $1,238,127,500, which we
intend to use for general corporate purposes, which may include the purchase of the Tender Offer Notes
pursuant to the Tender Offers.

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

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

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.

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