| Issuer: | CVS Caremark Corporation (“CVS Caremark”) |
| Description of Securities: | $1.25 billion 2.75% Senior Notes due December 1, 2022 |
| Security Type: | Senior Notes |
| Legal Format: | SEC Registered (Registration No. 333-165672) |
| Settlement Date: | November 29, 2012 (T+3) |
| Maturity Date: | December 1, 2022 |
| Issue Price: | 99.861% of principal amount |
| Coupon: | 2.75% |
| Benchmark Treasury: | 1.625% UST due November 15, 2022 |
| Benchmark Treasury Strike: | 99-20; 1.666% |
| Spread to Benchmark Treasury: | +110 basis points (1.10%) |
| Yield to Maturity | 2.766% |
| Interest Payment Dates: | Semi-annually on June 1 and December 1, commencing on June 1, 2013 |
| Change of Control: | 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-14 of the Preliminary Prospectus Supplement dated November 26, 2012. |
| Redemption Provisions: | Prior to three 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%. |
| Use of Proceeds: | 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 November 26, 2012. |
| Underwriting Discounts and Commissions: | 0.65% |
| Joint Book-Running Managers: | Barclays Capital Inc. |
| Wells Fargo Securities, LLC | |
Merrill Lynch, Pierce, Fenner & Smith Incorporated | |
| BNY Mellon Capital Markets, LLC | |
| J.P. Morgan Securities LLC | |
| CUSIP Number: | 126650 BZ2 |
| Ratings*: | Baa2 / BBB+ (Moody’s / S&P) |
