Filed Pursuant to Rule 424(b)(2)
Registration No. 333-272200
PROSPECTUS SUPPLEMENT
(To Prospectus Dated May 25, 2023)
$5,000,000,000
$1,000,000,000 5.400% Senior Notes due 2029
$1,000,000,000 5.550% Senior Notes due 2031
$1,250,000,000 5.700% Senior Notes due 2034
$750,000,000 6.000% Senior Notes due 2044
$1,000,000,000 6.050% Senior Notes due 2054
This is an offering by CVS Health
Corporation of an aggregate of $1,000,000,000 of 5.400% Senior Notes due 2029, which we refer to as the 2029 notes, an aggregate of $1,000,000,000 of 5.550% Senior Notes due 2031, which we refer to as the 2031 notes, an
aggregate of $1,250,000,000 of 5.700% Senior Notes due 2034, which we refer to as the 2034 notes, an aggregate of $750,000,000 of 6.000% Senior Notes due 2044, which we refer to as the 2044 notes, and an aggregate of
$1,000,000,000 of 6.050% Senior Notes due 2054, which we refer to as the 2054 notes. We refer to the 2029 notes, 2031 notes, 2034 notes, 2044 notes, and 2054 notes collectively as the notes.
We will pay interest on the notes on June 1 and December 1 of each year, beginning on December 1, 2024. The 2029 notes will bear interest at a rate of 5.400%
per year and will mature on June 1, 2029. The 2031 notes will bear interest at a rate of 5.550% per year and will mature on June 1, 2031. The 2034 notes will bear interest at a rate of 5.700% per year and will mature on June 1, 2034. The 2044 notes
will bear interest at a rate of 6.000% per year and will mature on June 1, 2044. The 2054 notes will bear interest at a rate of 6.050% per year and will mature on June 1, 2054. 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 NotesRepurchase 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
NotesOptional 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-4.
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.
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Public Offering Price(1) |
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Underwriting Discount |
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Proceeds, before expenses, to CVS Health |
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Per Note |
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Total |
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Per Note |
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Total |
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Per Note |
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Total |
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2029 Notes |
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99.903 |
% |
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$ |
999,030,000 |
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0.350 |
% |
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$ |
3,500,000 |
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99.553% |
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$ |
995,530,000 |
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2031 Notes |
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99.926 |
% |
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$ |
999,260,000 |
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0.400 |
% |
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$ |
4,000,000 |
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99.526% |
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$ |
995,260,000 |
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2034 Notes |
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99.926 |
% |
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$ |
1,249,075,000 |
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0.450 |
% |
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$ |
5,625,000 |
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99.476% |
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$ |
1,243,450,000 |
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2044 Notes |
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99.395 |
% |
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$ |
745,462,500 |
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0.750 |
% |
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$ |
5,625,000 |
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98.645% |
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$ |
739,837,500 |
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2054 Notes |
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99.350 |
% |
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$ |
993,500,000 |
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0.875 |
% |
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$ |
8,750,000 |
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98.475% |
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$ |
984,750,000 |
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(1) |
Plus accrued interest, if any, from May 9, 2024 |
The notes are expected to be delivered on or about May 9, 2024. 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 S.A., against payment therefor in immediately available funds.
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BofA Securities |
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Barclays |
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Goldman Sachs & Co. LLC |
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J.P. Morgan |
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Wells Fargo Securities |
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Citigroup |
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Mizuho |
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BNY Mellon Capital Markets, LLC |
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RBC Capital Markets |
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Fifth Third Securities |
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ICBC Standard Bank |
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Truist Securities |
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Morgan Stanley |
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KeyBanc Capital Markets |
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UBS Investment Bank |
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PNC Capital Markets LLC |
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Loop Capital Markets |
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American Veterans Group, PBC |
US Bancorp |
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SMBC Nikko |
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TD Securities |
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MFR Securities, Inc. |
The date of this prospectus supplement is May 7, 2024.