The total consideration (the Total Consideration) payable by CVS Health for the Notes will be a
price per $1,000 principal amount calculated as described in the Offer to Purchase in a manner intended to result in a yield to maturity or first par call date, as the case may be, equal to the sum of:
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the yield to maturity of the applicable U.S. Treasury reference security specified in the tables above as
determined at 11:00 a.m., New York City time, on December 6, 2024 in the case of the Any and All Notes or at 10:00 a.m., New York City time, on December 16, 2024 in the case of the Maximum Tender Offer Notes; and |
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the fixed spread shown in the tables above. |
The settlement date for the Any and All Notes validly tendered at or prior to the Any and All Expiration Date, or validly tendered pursuant to the Guaranteed
Delivery Procedures, and accepted for purchase is expected to be December 11, 2024, the third business day following the Any and All Expiration Date.
At the Companys election, the settlement date for the Maximum Tender Offer Notes validly tendered at or prior to the Early Tender Date and accepted for
purchase, may be as early as December 18, 2024, the third business day after the Early Tender Date (the Early Settlement Date). Following the Maximum Tender Offer Expiration Date, the Company may accept for payment: (i) Maximum
Tender Offer Notes validly tendered and accepted pursuant to the Maximum Tender Offer if it does not elect to have an Early Settlement Date or (ii) if the Company does elect to have an Early Settlement Date and if the aggregate purchase price,
not including Accrued Interest, for the Maximum Tender Offer Notes purchased on such Early Settlement Date is less than the Maximum Tender Offer Amount, Maximum Tender Offer Notes validly tendered after the Early Tender Date and prior to the Maximum
Tender Offer Expiration Date in an aggregate principal amount for which the aggregate purchase price, not including Accrued Interest, together with the aggregate purchase price, not including Accrued Interest, paid in respect of previously purchased
Maximum Tender Offer Notes, does not exceed the Maximum Tender Offer Amount.
Holders who tender their Any and All Notes prior to 5:00 p.m., New York City
time, on December 6, 2024 (such date and time, as it may be extended, the Any and All Withdrawal Deadline) may withdraw such tendered Any and All Notes at any time at or prior to the Any and All Withdrawal Deadline. Following the
Any and All Withdrawal Deadline, Holders who have tendered their Any and All Notes may not withdraw such Any and All Notes unless required to extend withdrawal rights under applicable law. Holders who tender their Maximum Tender Offer Notes prior to
5:00 p.m., New York City time, on December 13, 2024 (such date and time, as it may be extended, the Maximum Tender Offer Withdrawal Deadline) may withdraw such tendered Maximum Tender Offer Notes at any time at or prior to the
Maximum Tender Offer Withdrawal Deadline. Following the Maximum Tender Offer Withdrawal Deadline, Holders who have tendered their Maximum Tender Offer Notes (whether before, on or after the Maximum Tender Offer Withdrawal Deadline) may not withdraw
such Maximum Tender Offer Notes unless CVS Health is required to extend withdrawal rights under applicable law.
CVS Health expressly reserves the right,
in its sole discretion, subject to applicable law, to amend, extend or terminate the Tender Offers with respect to any or all series of Notes if the conditions to the applicable Tender Offers are not satisfied. The Tender Offers are not conditioned
on any minimum principal amount of Notes being tendered but the Tender Offers are subject to certain general conditions as described in the Offer to Purchase, including CVS Health having issued New Notes in an amount sufficient to fund the purchase
of all of the Any and All Notes validly tendered in the Any and All Tender Offer and all of the Maximum Tender Offer Notes validly tendered in the Maximum Tender Offer, subject to the Maximum Tender Offer Amount, to pay all Accrued Interest on the
Notes purchased and to pay all fees and expenses of the Tender Offers, on terms and conditions reasonably satisfactory to CVS Health. If CVS Health does not receive net proceeds from the issuance of New Notes in an amount sufficient to fund the
Tender Offers, CVS Health has the right not to consummate any of the Tender Offers or to fund them with cash.
CVS Health has retained Barclays Capital
Inc. and Mizuho Securities USA LLC to act as Dealer Managers for the Tender Offers. D.F. King & Co., Inc. has been retained to act as the Tender and Information Agent for the Tender Offers. The Offer to Purchase and, in connection with the
Any and All Notes, the Notice of Guaranteed Delivery may be accessed at the following link: http://www.dfking.com/cvs. Requests for assistance relating to the procedures for
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