CVS Health : Prospectus filed pursuant to Rule 424(b)(2)

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Filed Pursuant to Rule 424(b)(2)

Registration Statement No. 333-217596

CALCULATION OF REGISTRATION FEE

	Title of Each Class of Securities		Amount	Maximum		Maximum	Amount of
		to be	Offering Price		Aggregate
	to be Registered		Registered	per Unit		Offering Price	Registration Fee (1)
	2.625% Senior Notes due 2024	$	1,000,000,000	99.485%	$	994,850,000	$	120,575.82
3.000% Senior Notes due 2026	$	750,000,000	99.887%	$	749,152,500	$	90,797.28
3.250% Senior Notes due 2029	$	1,750,000,000	99.097%	$	1,734,197,500	$	210,184.74

1. Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. The total registration fee for this offering is $421,557.84.

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PROSPECTUS SUPPLEMENT (To Prospectus Dated May 2, 2017)

$3,500,000,000

$1,000,000,000 2.625% Senior Notes due 2024 $750,000,000 3.000% Senior Notes due 2026 $1,750,000,000 3.250% Senior Notes due 2029

This is an offering by CVS Health Corporation of an aggregate of $1,000,000,000 of 2.625% Senior Notes due 2024, which we refer to as the "2024 notes," an aggregate of $750,000,000 of 3.000% Senior Notes due 2026, which we refer to as the "2026 notes," and an aggregate of $1,750,000,000 of 3.250% Senior Notes due 2029, which we refer to as the "2029 notes." We refer to the 2024 notes, 2026 notes and 2029 notes collectively as the "notes."

We will pay interest on the notes on February 15 and August 15 of each year beginning on February 15, 2020. The 2024 notes will bear interest at a rate of 2.625% per year and will mature on August 15, 2024. The 2026 notes will bear interest at a rate of 3.000% per year and will mature on August 15, 2026. The 2029 notes will bear interest at a rate of 3.250% per year and will mature on August 15, 2029. 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.

			Public Offering			Underwriting			Proceeds, before
					Price (1)			Discount			expenses, to CVS Health
			Per Note				Total				Per Note			Total				Per Note				Total
2024 Notes			99.485%			$	994,850,000				0.350%		$	3,500,000				99.135%			$	991,350,000
2026 Notes			99.887%			$	749,152,500				0.400%		$	3,000,000				99.487%			$	746,152,500
2029 Notes			99.097%			$	1,734,197,500				0.450%		$	7,875,000				98.647%			$	1,726,322,500

1. Plus accrued interest, if any, from August 15, 2019.

The notes are expected to be delivered on or about August 15, 2019. 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 Merrill Lynch
		Wells Fargo Securities
Citigroup	Credit Suisse	BNY Mellon Capital Markets, LLC
Mizuho Securities	Fifth Third Securities	ICBC Standard Bank
MUFG	PNC Capital Markets LLC	KeyBanc Capital Markets
RBC Capital Markets	Santander	Loop Capital Markets
SunTrust Robinson Humphrey	SMBC Nikko	TD Securities
US Bancorp		C.L. King & Associates

The date of this prospectus supplement is August 8, 2019.

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TABLE OF CONTENTS

ABOUT THIS PROSPECTUS SUPPLEMENT	Page
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-23
LEGAL MATTERS	S-27
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	S-27
PROSPECTUS
ABOUT THIS PROSPECTUS	Page
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
FORMS OF SECURITIES	22
VALIDITY OF SECURITIES	24
EXPERTS	25

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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, 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

This prospectus supplement has been prepared on the basis that any offer of notes in any Member State of the European Economic Area (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 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.

The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 (as amended).

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 EEA. 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. 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 has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

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Notice to Prospective Investors in the United Kingdom

This document is 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.

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