Item 8.01 Other Events.

On March 26, 2020, CVS Health Corporation, a Delaware corporation (the "Company" or "CVS Health"), entered into an Underwriting Agreement (the "Underwriting Agreement") with Barclays Capital Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule I thereto (collectively, the "Underwriters"), pursuant to which the Company agreed to issue and sell to the Underwriters $750,000,000 aggregate principal amount of the Company's 3.625% Senior Notes due 2027 (the "2027 Notes"), $1,500,000,000 aggregate principal amount of the Company's 3.750% Senior Notes due 2030 (the "2030 Notes"), $1,000,000,000 aggregate principal amount of the Company's 4.125% Senior Notes due 2040 (the "2040 Notes") and $750,000,000 aggregate principal amount of the Company's 4.250% Senior Notes due 2050 (the "2050 Notes" and, together with the 2027 Notes, the 2030 Notes and the 2040 Notes, the "Notes"). The Notes were offered pursuant to the Company's Registration Statement on Form S-3ASR, File No. 333-217596, dated May 2, 2017 (the "Registration Statement").

The closing of the sale of the Notes occurred on March 31, 2020. The net proceeds to the Company from the sale of the Notes, after deducting the Underwriters' discounts and the estimated offering expenses payable by the Company, are approximately $3,946,451,000. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference into the Registration Statement.

The Notes are governed by and issued pursuant to a Senior Indenture dated August 15, 2006 between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Senior Indenture"). The Company may issue additional senior debt securities from time to time pursuant to the Senior Indenture. The Senior Indenture was filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on August 15, 2006 and shall be incorporated by reference into this Current Report on Form 8-K. Forms of the Notes are filed as Exhibits 4.1, 4.2, 4.3 and 4.4 to this Current Report on Form 8-K and are incorporated by reference into the Registration Statement.

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