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Issuer:
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CVS
Caremark Corporation (“CVS Caremark”)
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Description
of Securities:
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$550,000,000
3.250% Senior Notes due May 18, 2015 (“2015 Notes”)
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$450,000,000
4.750% Senior Notes due May 18, 2020 (“2020 Notes”)
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Security
Type:
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Senior
Notes
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Legal
Format:
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SEC
Registered (Registration No. 333-165672)
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Settlement
Date:
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May
18, 2010 (T+3)
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Maturity
Date:
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May
18, 2015
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May
18, 2020
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Issue
Price:
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2015
Notes: 99.854% of principal amount
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2020
Notes: 99.505% of principal amount
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Coupon:
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2015
Notes: 3.250%
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2020
Notes: 4.750%
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Benchmark
Treasury:
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2015
Notes: 2.500% UST due April 30, 2015
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2020
Notes: 3.625% UST due February 15, 2020
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Benchmark
Treasury Strike:
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2015
Notes: 101-0+; 2.282%
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2020
Notes: 100-16; 3.563%
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Spread
to Benchmark Treasury:
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2015
Notes: +100 basis points (1.000%)
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2020
Notes: +125 basis points (1.250%)
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Yield
to Maturity
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2015
Notes: 3.282%
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2020
Notes: 4.813%
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Interest
Payment Dates:
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Semi-annually
on May 18 and November 18, commencing on November 18,
2010
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Change
of Control:
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Upon
the occurrence of both (i) a change of control of CVS Caremark and (ii) a
downgrade of the notes below an investment grade rating by each of Fitch
Ratings, Moody’s Investors Service, Inc. and Standard & Poor’s Ratings
Services within a specified period, CVS Caremark 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”
on page S-15 of the Preliminary Prospectus Supplement dated May 13,
2010.
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Redemption
Provisions:
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2015
Notes: Make-whole call at any time at the greater of 100% or discounted
present value at Treasury Yield plus 15 basis points
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| 2020 Notes: Prior to six months before the maturity date, make-whole call at any time at the greater of 100% or discounted present value at Treasury Yield plus 20 basis points. Thereafter, redeemable at 100%. | |
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Denominations:
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$2,000
and integral multiples of $1,000 thereof
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Use
of Proceeds:
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For
general corporate purposes, including the repayment of certain corporate
debt. See “Use of Proceeds” on page S-7 of the Preliminary
Prospectus Supplement dated May 13, 2010.
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Underwriting
Discounts and Commissions:
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2015
Notes: 0.600%
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2020
Notes: 0.650%
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Joint
Book-Running Managers:
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Barclays
Capital Inc.
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Banc
of America Securities LLC
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BNY
Mellon Capital Markets, LLC
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J.P.
Morgan Securities Inc.
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Wells
Fargo Securities, LLC
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CUSIP
Number:
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2015
Notes: 126650BT6
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2020
Notes: 126650BU3
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Ratings*:
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Baa2
/ BBB+ / BBB+ (Moody’s / S&P / Fitch)
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