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 (the Any and All Settlement
Date).
CVS Health expects that it will accept for purchase all of the Any and All Notes validly tendered at or prior to the Any and All Expiration
Date, and all Any and All Notes delivered at or prior to the Any and All Guaranteed Delivery Expiration Date. CVS Health will fund the purchase of the Any and All Notes with part of the proceeds from the issuance of CVS Healths 7.000% Series A
Junior Subordinated Notes due 2055 and 6.750% Series B Junior Subordinated Notes due 2054 (the New Notes).
CVS Health has retained Barclays
Capital Inc. and Mizuho Securities USA LLC to act as Dealer Managers for the Tender Offers (as defined in the Offer to Purchase). D.F. King & Co., Inc. has been retained to act as the Tender and Information Agent for the Tender Offers. The
Offer to Purchase may be accessed at the following link: http://www.dfking.com/cvs. Requests for assistance relating to the procedures for tendering Notes (as defined in the Offer to Purchase) may be directed to the Tender and Information Agent
either by email at cvs@dfking.com, or by phone (212) 269-5550 (for banks and brokers only) or (800) 487-4870 (for all others toll free). Requests for assistance relating
to the terms and conditions of the Tender Offers may be directed to Barclays Capital Inc. at (800) 438-3242 (toll free) or (212) 528-7581 (collect) or Mizuho Securities
USA LLC at (866) 271-7403 (toll-free) or (212) 205-7741. Beneficial owners may also contact their broker, dealer, commercial bank, trust company or other nominee for
assistance.
This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation
of tenders with respect to, any securities, including the Notes or the New Notes. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Tender Offers are being
made solely pursuant to the Offer to Purchase made available to Holders of the Notes. None of CVS Health, the Board of Directors of CVS Health, the Dealer Managers, Tender and Information Agent or the trustees with respect to the Notes, or any of
their respective affiliates, is making any recommendation as to whether or not Holders should tender or refrain from tendering all or any portion of their Notes in response to the Tender Offers. Holders are urged to evaluate carefully all
information in the Offer to Purchase, consult their own investment and tax advisers and make their own decisions whether to tender Notes in the Tender Offers, and, if so, the principal amount of Notes to tender.
About CVS Health
CVS Health is a leading health
solutions company building a world of health around every consumer it serves and connecting care so that it works for people wherever they are. As of September 30, 2024, the Company had more than 9,000 retail locations, more than 900 walk-in medical clinics, more than 225 primary care medical clinics, a leading pharmacy benefits manager with approximately 90 million plan members and expanding specialty pharmacy solutions, and a dedicated
senior pharmacy care business serving more than 800,000 patients per year. The Company also serves an estimated more than 36 million people through traditional, voluntary and consumer-directed health insurance products and related services,
including expanding Medicare Advantage offerings and a leading standalone Medicare Part D prescription drug plan. The Company is creating new sources of value through its integrated model allowing it to expand into personalized, technology driven
care delivery and health services, increasing access to quality care, delivering better health outcomes and lowering overall health care costs.
Forward-Looking Statements
This press release contains
forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of CVS Health. By their nature, all forward-looking statements are not guarantees of future
performance or results and are subject to risks and uncertainties that are difficult to predict and/or quantify. Actual results may differ materially from those contemplated by the forward-looking statements due to the risks and uncertainties
described in our Securities and Exchange Commission filings, including those set forth in the Risk Factors section and under the heading Cautionary Statement Concerning Forward-Looking Statements in our most recently filed Annual Report
on Form 10-K, our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2024, June 30, 2024 and September 30, 2024 and our Current
Reports on Form 8-K.