Updated January 2026

CVS Health: The Board’s Role in Our Opioid Action Plan

CVS Health Corporation, together with its subsidiaries (collectively, “CVS Health,” the “Company,” “we,” “our” or “us”) ¹, is a leading health solutions company, building a world of health around every consumer, wherever they are. CVS Health reaches more people and improves the health of communities across America through our local presence, digital channels and our over 300,000 dedicated colleagues – including more than 40,000 physicians, pharmacists, nurses and nurse practitioners. Wherever and whenever people need us, we help them with their health – whether that’s managing chronic diseases, staying compliant with their medications or accessing affordable health and wellness services in the most convenient ways. We help people navigate the health care system – and their personal health care – by improving access, lowering costs and being a trusted partner for every meaningful moment of health. The Company has more than 9,000 retail locations, more than 1,000 walk-in and primary care medical clinics and a leading pharmacy benefits manager with approximately 87 million plan members. CVS Health also serves an estimated more than 37 million people through traditional, voluntary and consumer-directed health insurance products and related services, including highly rated Medicare Advantage offerings and a leading standalone Medicare Part D prescription drug plan. The Company’s integrated model uses personalized, technology-driven services to connect people to simply better health, increasing access to quality care, delivering better health outcomes, and lowering overall costs.

CVS Health is helping to address the abuse and misuse of prescription opioids by designing programs and collaborating with community leaders, policymakers, law enforcement, health care professionals and others to increase community-based educational programs related to opioid misuse and abuse, create safe prescription drug disposal sites, expand access to life-saving overdose antidotes and advocate for targeted and effective policies, locally and nationally. Our commitment to these efforts involves all of our employees, our senior management and our Board of Directors. Our Board has made our commitment to help address prescription opioid abuse an important priority of CVS Health. Our Board is actively engaged in our efforts through its oversight and review of the programs we implement to respond to prescription opioid abuse and is working with our executive team as it develops new strategies to address it.

The Role of Our Board of Directors

Our Board supports the development of solutions to reduce opioid misuse in our communities through expanded education, safe prescription drug disposal, utilization management, funding for treatment and recovery programs and advocating for legislative and regulatory changes. Within the Board, the Audit Committee, the Health Services and Technology Committee, the Nominating and Corporate Governance Committee and the Management Planning and Development Committee each play a significant role in the Board’s oversight work.

Audit Committee

Our Audit Committee oversees our compliance program, which includes matters related to our anti- diversion program and other controls related to prescription opioid misuse and abuse. The Audit Committee also reviews matters related to compliance with federal health care program requirements.

The General Counsel provides regular reports to the Audit Committee about litigation and investigations, which include significant government investigations, as well as regulatory and legal matters, including those relating to prescription opioid misuse and abuse. The Chief Compliance Officer (“CCO”) provides regular reports to the Audit Committee regarding compliance matters involving opioids. The General Counsel has regularly updated the Audit Committee and the Board on opioid-related litigation and other opioid-related matters. The General Counsel and other members of senior management participate in these reports to the Audit Committee and the Board, as appropriate.

In addition, the Audit Committee is charged with the primary role in carrying out risk oversight responsibilities on behalf of the Board. Pursuant to its charter, the Audit Committee annually reviews our policies and practices with respect to risk assessment and risk management, and discusses with management the Company’s major risk exposures and the steps that have been taken to monitor and mitigate such exposures. The Audit Committee also reviews CVS Health’s major financial risk exposures, as well as major operational, compliance, reputational and strategic risks, and our work to monitor, manage and mitigate those risks. We have previously identified prescription opioid abuse and misuse and related litigation matters as one such risk and therefore the Audit Committee has been briefed on the action plans associated with this risk.

Health Services and Technology Committee

The Health Services and Technology (“HS&T”) Committee oversees our medical- and pharmacy-related strategies and initiatives, which include, among other things, our programs related to combatting prescription opioid and other controlled substance misuse and abuse. The HS&T Committee focuses on advancing accessible, cost-effective, equitable and high-quality health care, patient safety and patient experience and member health, including matters related to prescription drug safety. The HS&T Committee has received reports regarding the Company’s responses and efforts concerning prescription opioids and other controlled substances. In terms of our ongoing efforts to combat prescription opioid misuse and abuse, the HS&T Committee has received a number of reports from management, including reports addressing safe drug disposal, proper dispensing practices, our pharmacists’ counseling efforts, expanded access to overdose reversal drugs, our support of recovery programs, efforts to prevent theft and diversion and certain litigation matters involving opioids and other controlled substances.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance (“N&CG”) Committee is responsible for general oversight of corporate governance matters, including our Corporate Governance Guidelines and other governance documents and our policies and practices on issues relating to environmental, social and governance matters. The N&CG Committee also reviews our annual Healthy 2030 Impact Report prior to its publication each year. Our Healthy 2030 strategy outlines how we are creating a more accessible health care system and sustainable future. It reinforces our Company’s strategy and is embedded in our purpose-driven culture. Healthy 2030 is based on our four-pillar framework – Healthy People, Healthy Business, Healthy Community and Healthy Planet – and we are focused on making a meaningful, measurable impact within each of these pillars. In the past our Impact Reports have also addressed our efforts and strategies on addressing widespread prescription opioid misuse and abuse. All of our past Impact Reports are available on our website at https://www.cvshealth.com/impact/esg-reports/annual-report.html. With respect to our ongoing efforts to combat prescription opioid misuse and abuse, in past years the N&CG Committee has received reports from management, including on our community programs, such as expanded access to drug disposal units and other disposal solutions, and our controlled substance community education programs, which are described below.

Management Planning and Development Committee

The Management Planning and Development (“MP&D”) Committee oversees our compensation and benefits policies and programs, including the performance of designated senior executives and our Chief Executive Officer (“CEO”). As part of its review, the MP&D Committee performs a comprehensive assessment of all major components of our compensation programs, including our recoupment policy. Since 2009, we have maintained a recoupment policy that applies to all annual and long-term incentive awards granted to executive officers. The policy applies in cases where financial or operational results used to determine an award amount are meaningfully altered based on fraud or material financial misconduct. To further increase transparency, since March 2019 the policy requires that we publicly disclose the circumstances of any recoupment from any executive officer to the extent the underlying event has already been publicly disclosed, and the disclosure would not violate applicable law, violate legal privilege, breach contractual obligations or be likely to result in or exacerbate litigation, investigation or proceedings against us. In 2023, the MP&D Committee recommended and the Board approved an additional Dodd-Frank Clawback Policy that is required under U.S. Securities and Exchange Commission (“SEC”) and New York Stock Exchange (“NYSE”) rules.

The MP&D Committee is responsible for reviewing and assessing potential risk arising from our compensation policies and practices. In September 2024, the MP&D Committee reviewed the Company’s comprehensive risk assessment of our compensation policies and practices to ascertain any potential material risks that may be created by the programs. The MP&D Committee considered the findings of the assessment and concluded that our compensation programs are aligned with the interests of stockholders, appropriately reward pay for performance, and do not promote excessive risk-taking.

Good Corporate Governance

More broadly, the Board is focused on maintaining and promoting good corporate governance practices. We provide our stockholders with the following rights:

• Right to act by written consent and to call special meetings
• Majority voting in director elections
• Proxy access by-law
• Annual election of all directors
• Annual “say-on-pay” vote

For more information about the role of the Board, its Committees and our corporate governance developments, please see our 2025 Proxy Statement, as well as CVS Health’s Certificate of Incorporation, By-Laws, Corporate Governance Guidelines and Board Committee Charters found on the Governance Documents page of our Investor Relations website.

Our Global Opioid Settlement

In June 2023 CVS Health announced that it had finalized an agreement resolving substantially all opioid claims against Company entities by participating states and political subdivisions, but not private plaintiffs or federal government claims. Forty-five states, the District of Columbia, and all eligible United States territories are participating in the settlement. A high percentage of eligible subdivisions within the participating states also have elected to join the settlement. The comprehensive agreement includes both financial and non-financial terms, including an agreement by CVS Health with respect to efforts to help reduce prescription opioid misuse and abuse, including many that are described in this report. The settlement agreement is available at www.nationalopioidsettlement.com. The Company has separately entered into settlement agreements with four states – Florida, West Virginia, New Mexico and Nevada – and a high percentage of eligible subdivisions within those states also have elected to participate. The Company also agreed to a formal settlement agreement with a leadership group representing Native American tribes throughout the United States. The agreement resolves substantially all opioid claims against Company entities by such tribes. These agreements do not include an admission of any liability or wrongdoing by the Company.

Chief Pharmacy Controlled Substance Officer and Controlled Substance Oversight Committee

The role of Chief Pharmacy Controlled Substance Officer (“CPCSO”) was implemented at CVS Health in May 2022. This individual’s responsibilities include acting as a member of the Controlled Substance Governance Committee (described below), leading the Company’s Pharmacy Professional Practices Department, and overseeing compliance with 21 CFR 1306.04 (the federal regulation relating to the purpose of an issued prescription) and the injunctive relief terms of the global opioid settlement described above. The CPCSO is to provide reports at least quarterly to the Controlled Substance Governance Committee, which is made up of members from the Company’s Compliance, Legal, Pharmacy Operations and Asset Protection Departments. On an annual basis, the Controlled Substance Governance Committee provides a written report to various designated officers of the Company, including the CCO. The CCO determines when it is appropriate to make a report to the Board or any of its Committees, but in any event reports to the Board or one of its Committees at least annually.

The Company’s Ongoing Efforts

Many of the programs and strategies responding to prescription opioid misuse and abuse described in the section below were developed in association with discussions among our Board, its Committees, and management, including our cross-functional, enterprise-wide Corporate Compliance Committee and the Controlled Substance Governance Committee. Actions taken by management include the following:

• Providing safe prescription drug disposal options in more communities

  
  We have installed more than 4,100 safe medication disposal units in CVS Pharmacy locations nationwide. As of November 2025, these disposal units, along with those the company has donated to local law enforcement agencies, have collected more than 10 million pounds of unwanted medication.

  
  In addition, many CVS Pharmacy locations, including those that do not currently have a safe medication disposal kiosk, offer DisposeRx packets at no cost to patients filling select opioid prescriptions. According to the manufacturer, when water and the DisposeRx powder are added to a pill bottle with unwanted prescription medications, the combination produces a biodegradable gel, allowing for safe disposal at home.
   

• Expanding our community controlled substance education programs

  
  CVS Health, in partnership with Discovery Education, has continued to expand our no-cost outreach program, Dose of Knowledge. The program, which succeeded our in-person Pharmacists Teach program during the pandemic, strives to empower educators, pharmacists, parents and other members of the community to support education related to substance misuse and help guide students and others to make good decisions for the health and well-being of themselves and their community. Collectively, our community education programs have reached an estimated 3.5 million lives.
   

• Expanding access to critical opioid overdose reversal drug

  
  We have established an industry-leading program to increase access to naloxone, the opioid overdose reversal drug. CVS pharmacies nationwide are able to provide naloxone to patients in multiple formulations, both over-the-counter and through the pharmacy without an individual prescription.
   

• Encouraging proper use of prescription opioids through prescription plan design

  
  CVS Caremark, our PBM business, has implemented utilization criteria to help members manage prescription opioid use. Complementing utilization management, our efforts to help prevent prescription opioid abuse and misuse extend to the pharmacy counter. Our pharmacists evaluate opioid prescriptions before they are dispensed, and we have programs that monitor for outlier prescribing or dispensing patterns, including those potentially indicative of forgery or abuse.
   

• Supporting recovery programs

  
  We support addiction recovery programs by providing grants to community health centers across the United States that deliver medication-assisted treatment and other addiction recovery services. Through our company, as well as the CVS Health Foundation and the former Aetna Foundation, we have invested more than $25 million to support mitigating and preventing prescription drug abuse and misuse.
   

• Expanding community outreach

  
  Aetna’s offerings include its “Guardian Angel” program, which provides support from a clinician who specializes in substance use disorders and can provide education on treatment options available to Aetna members who recently experienced an opioid overdose.
   

• Preventing theft of medication

  
  We installed time-delay safes in all of our retail pharmacies as a way to address pharmacy robberies. When well-publicized, these safes have been shown to deter such robberies. Overall pharmacy robbery activity, which has often targeted opioids, has been greatly reduced since 2018, which we believe is largely due to our roll-out of time-delay safes.

  
  We have also taken a number of steps to enhance corporate-level visibility in terms of exceptions in our internal inventories of controlled substances, to further reduce the possibility of diversion. In this regard, we have: reengineered inventory reporting to view it at a deeper level; performed more frequent reviews of exceptions; implemented reviews of every CII adjustment performed at store level to seek out losses or diversion; incorporated both daily and weekly corporate-level balance-on-hand counts as an additional filter, allowing us to research issues without relying solely on store-level counts; and added capability to reconcile inventory from multiple data points, for better evaluation of possible losses.
   

Long-Term Strategy on Supporting the Prevention of Opioid Misuse

We utilize an enterprise-wide approach to help address prescription misuse and abuse. We continue to expand our efforts through a variety of programs and initiatives, including pharmacist and patient education, safe prescription drug disposal, advocacy and collaboration with partners. We aim to provide appropriate access to opioid medications for patients with legitimate prescriptions while taking steps to prevent diversion and abuse.

Implementing and Advocating for Effective Policies and Programs

CVS Health currently maintains numerous anti-diversion and compliance programs, including:

• Policies and procedures requiring that pharmacy personnel comply with all state and federal laws concerning controlled substances.
• Training of pharmacy personnel with respect to controlled substances multiple times each year.
• Regular store visits and review by field leaders on matters related to compliance with controlled substance laws.
• Programmatic use of data analytics to monitor prescribers for outlier prescribing patterns indicative of potential diversion, which has resulted in the suspension of more than 1,250 prescribers from having controlled substance prescriptions filled at CVS Pharmacy locations.
• Programmatic use of data analytics to monitor for potential indicators of prescription forgery activity, including a program in place to identify and report forged prescriptions to law enforcement and, in certain cases, actively participate in investigations.
• Use of overt camera systems to assist in deterring/investigating diversion, including 9,000 CVS stores with camera coverage in the pharmacy area.
• Programmatic use of data analytics to help ensure optimal store dispensing practices.
• Programmatic monitoring of store inventory levels to identify potential theft, including a team of approximately 200 asset protection investigators who conduct investigations of potential diversion.
• Routine pharmacy audits with respect to compliance with controlled substance laws.
• Incorporation of compliance metrics in the evaluation of pharmacy staff performance.
• Frequent cooperation with state Board of Pharmacy and DEA inspections at our pharmacies.
• Excluding the dispensing of controlled substances from performance metrics and compensation programs.

Reducing opioid misuse and abuse requires commitment and involvement from participants in the health care system across the spectrum, including public and private organizations as well as government agencies. While CVS Health has developed and implemented numerous programs and initiatives to help combat prescription opioid misuse, another significant part of our engagement involves advocating for effective public policies to address this public health issue. These include:

• Reducing opportunities for fraudulent prescriptions

  
  CVS Health supports legislation that requires e-prescribing for controlled substances to reduce the risk of fraudulent prescriptions. Prescribers under the Medicare Advantage and Part D programs were required to do so by January 1, 2023, subject to certain exceptions and a compliance threshold. As of January 2026, at least 35 states in the U.S. have adopted e-prescribing requirements for controlled substances, and we continue to encourage mandatory e-prescribing of controlled substances nationwide.
   

• Limiting opioid quantities

  
  We also support states’ efforts to follow Medicare Part D in instituting seven-day limits on the quantity of opioids dispensed to patients who are receiving opioids for the first time. Limiting the supply of opioids also helps ensure the prescription fits the medical condition and encourages more frequent check-ins with prescribers. As of January 2025, more than half of the states in the U.S. have adopted restrictions on first fills for opioids, typically limiting quantities prescribed to seven days or less.
   

• Promoting information sharing across state lines

  
  We support efforts to enhance Prescription Drug Monitoring Programs, or PDMPs, to incorporate dispensing information across state lines. State integrated PDMPs assist prescribers and pharmacists in identifying potential concerns in prescribing and patient-controlled substance utilization.
   

Compliance and Integrity Program Purpose

The current health care environment is extremely complex and is characterized by a growing number of regulatory enforcement and compliance activities. There are a myriad of federal, state, and local rules and regulations that are complex in both interpretation and application. The primary purpose of the Compliance and Integrity Program is to ensure that there are policies and procedures in place to comply with these federal and state requirements and that our colleagues understand our legal and ethical obligations to prevent, detect, and resolve violations of laws, regulations and our Company policies.

Ensuring Compliance and Integrity

We are committed to upholding the highest ethical standards, complying with applicable laws and regulations, and acting with integrity. This helps to enable us to fulfill our commitments to patients, clients and consumers and deliver better access and greater affordability in health care. Failing to uphold these standards can not only impact the safety and trust of those we serve, but could also lead to fines, penalties, or even exclusion from federally funded programs, such as Medicare and Medicaid. For these reasons and more, we are steadfast in our commitment to ensuring that we have sound practices, policies, processes, oversight and compliance mechanisms in place.

Our commitment extends to everyone within our organization. Our colleagues are expected to uphold our standards in all interactions and business relationships. Our Compliance and Integrity Program provides a framework for fostering a culture of compliance throughout the Company. The program is based on the Seven Elements of an Effective Compliance Program as set forth in the United States Sentencing Commission’s Guidelines on Effective Compliance Programs and includes the following components:

• Compliance oversight and governance
• Policies, procedures and standards of conduct
• Exercising due diligence in hiring
• Conducting effective training and education
• Maintaining effective systems for routinely monitoring, auditing, identifying and responding to compliance risks and issues
• Effective lines of communication
• Enforcing standards through well-publicized disciplinary procedures

We continue to evolve the program to support our growth strategy and to address current and future industry trends. Additionally, the program is refined through a review of best practices, updates for new products and services, and when new guidance on effective compliance programs is issued by the U.S. Department of Justice (“DOJ”).

Providing Effective Compliance Oversight and Governance

Our CCO is responsible for implementing and overseeing the Compliance and Integrity Program. The key components of this program include the CVS Health Code of Conduct, policies, procedures, training, communications, auditing, monitoring and remediation of wrongdoing. This position reports to the Audit Committee of the Board of Directors and to the General Counsel and Chief Policy Officer and is independent of all business units. The CCO provides regular reports to the Audit Committee of the Board of Directors regarding the status of the program. Additionally, and as part of the administration of the program, the CCO chairs the Corporate Compliance Committee, a cross-functional group comprised of Company legal and business leaders who provide expertise, coordination and oversight.

Our Compliance and Integrity Program is comprised of teams within six main functional areas: Compliance Administration & Culture, Compliance Operations & Resiliency, Compliance Center of Excellence, Corporate Security, Program Modernization, and Risk Identification and Mitigation.

• Compliance Administration & Culture manages core compliance activities, including policy management, training, Ethics Line, anti-money laundering, monitoring of regulatory settlement obligations, and exclusion and license monitoring.
• Compliance Operations & Resiliency is responsible for ensuring the requirements of new mandates are implemented for each of the Company’s main business areas, such as Pharmacy & Consumer Wellness, PBM, Health Services, Medicare, Medicaid, Commercial and Individual Exchange Insurance. The Compliance Operations & Resiliency team includes Business Compliance Officers (“BCOs”) and compliance leads with subject matter expertise in the areas they support to ensure appropriate oversight, validation and monitoring of compliance activities. The Compliance Operations & Resiliency team also is responsible for performing compliance risk assessments and coordinating insurance regulatory activities, such as exams and inquiries. Additionally, this team ensures organizational resiliency and readiness in the face of unforeseen events through the delivery of robust Business Continuity and Crisis Management processes.
• Compliance Center of Excellence (“COE”) is responsible for designing and executing a risk-based compliance monitoring program that proactively identifies instances of non-compliance, as well as control deficiencies or weaknesses. The Compliance COE also manages certain regulatory reporting obligations to help ensure timely and accurate submissions in accordance with applicable laws and regulations.
• Corporate Security is responsible for protecting and securing CVS Health’s assets: its people, facilities, and critical business operations. The Corporate Security team works closely with internal and external partners to evaluate operational risk, promote integrated technological solutions and security services to mitigate these risks, and provide 24/7 monitoring and support in response to identified incidents.
• Program Modernization is responsible for advancing the use of technology to increase efficiency and effectiveness, and thereby improve CVS Health’s compliance control environment.
• Risk Identification and Mitigation includes our Enterprise Third Party Risk Management (“ETPRM”) and Risk Governance teams. The ETPRM team oversees risk management throughout the lifecycle of third parties engaged by the Company. The ETPRM team centralizes processes to identify, assess and mitigate risks associated with supplier utilization, aimed at ensuring compliance with both regulatory requirements and internal standards. These processes ensure the engagement of subject matter experts to conduct thorough risk-based due diligence and continuous monitoring, thereby enabling robust risk management to help protect our customers, brand and reputation. Further, the Risk Governance program proactively and continually identifies, analyzes and evaluates compliance risks at business, segment and enterprise levels, to facilitate adherence to state and federal regulations and guidance. The program leverages both quantitative data and qualitative assessments to provide a comprehensive, data-driven view of top compliance risks. Through collaboration with compliance teams and the incorporation of key risk inputs, Risk Governance confirms that emerging and established risks are effectively identified, assessed and reviewed for mitigation.

Implementing Effective Systems for Routinely Monitoring, Auditing, Identifying and Responding to Compliance Risks and Issues

We have several BCOs, who are designated Compliance Department colleagues who act as subject matter experts (“SMEs”) for specific compliance risk areas, such as controlled substances and licensure. The BCOs work closely with their respective business units with the goal of creating two-way communication between the Compliance Department and our various businesses. In addition to informing the business of new or changing compliance requirements, partnering on initiatives, and coordinating and monitoring compliance plans for applicable settlement agreements, the BCOs meet regularly with business unit leaders to identify potential compliance issues resulting from our business initiatives.

The main focus of the BCO team is to coordinate with the Legal and Regulatory Department to interpret laws and regulations and assess risk. When action is required by the business to address a compliance-related issue, the BCO will partner where applicable, but the business is responsible for developing applicable action plans. The BCO will approve the action plan, monitor and report on its progress, validate its implementation upon completion, and establish post-implementation sustainability events to help ensure ongoing compliance where needed. In addition, we utilize monitoring by the Compliance COE team and Internal Audit reviews to proactively identify potential state and federal compliance gaps and detect possible policy violations or improper conduct.

Compliance Program Effectiveness and Incentives

We periodically evaluate the overall effectiveness of our Compliance and Integrity Program, primarily through the Risk Governance team and Internal Audit. We completed such an evaluation in 2025 in response to new guidance from the DOJ. Another tool utilized to measure compliance program effectiveness and the compliance culture within the organization is the deployment of a colleague engagement survey. This includes soliciting information from a broad range of colleagues covering every level, from senior executives to non-exempt colleagues. Results are used to modify Compliance and Integrity Program components accordingly.

Additionally, we have programs that incentivize our values and ethical behavior. Colleagues must comply with all applicable laws and regulations and CVS Health policies and procedures to be eligible to receive an award under these programs.

Internal Audit

Our Internal Audit Department serves as an independent assurance function assessing financial and operational controls and procedures. The Chief Audit Executive reports to the Audit Committee of the Board and administratively to the Chief Financial Officer. The independent nature of Internal Audit activity provides an additional line of defense to help validate our compliance with laws, regulations and Company policies regarding controlled substances.

Legal Notice, Cautionary Statement Concerning Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 (the “Reform Act”) provides a “safe harbor” for forward-looking statements, so long as (1) those statements are identified as forward-looking, and (2) the statements are accompanied by meaningful cautionary statements that identify important factors that could cause actual results to differ materially from those discussed in the statement. We want to take advantage of these safe harbor provisions.

Certain information contained in this report is forward-looking within the meaning of the Reform Act or SEC rules. In addition, throughout this report and our other reports and communications, we use the following words or variations or negatives of these words and similar expressions when we intend to identify forward-looking statements:

Anticipates	Believes	Can	Continue	Could
Estimates	Evaluates	Expects	Explore	Forecast
Guidance	Intends	Likely	May	Might
Outlook	Plans	Potential	Predict	Probable
Projects	Seeks	Should	View	Will

All statements addressing the future operating performance of CVS Health or any segment or any subsidiary and/or future events or developments, including, but not limited to, statements relating to the Company’s investment portfolio, operating results, cash flows and/or financial condition, statements relating to corporate strategy, statements relating to future revenue, operating income or adjusted operating income, earnings per share or adjusted earnings per share, Health Care Benefits segment business, sales results and/or trends, medical cost trends, medical membership, Medicare Part D membership, medical benefit ratios and/or operations, Health Services segment business, sales results and/or trends and/or operations, Pharmacy & Consumer Wellness segment business, sales results and/or trends and/or operations, incremental investment spending, interest expense, effective tax rate, weighted-average share count, cash flow from operations, net capital expenditures, cash available for debt repayment, statements related to possible, proposed, pending or completed acquisitions, joint ventures, investments or combinations that involve, among other things, the timing or likelihood of receipt of regulatory approvals, the timing of completion, integration synergies, net synergies and integration risks and other costs, enterprise modernization, transformation, leverage ratio, cash available for enhancing shareholder value, inventory reduction, turn rate and/or loss rate, debt ratings and actions taken by ratings agencies, the Company’s ability to attract or retain customers and clients, store development and/or relocations, new product development, and the impact of industry and regulatory developments as well as statements expressing optimism or pessimism about future operating results or events, are forward-looking statements within the meaning of the Reform Act.

Forward-looking statements rely on a number of estimates, assumptions and projections concerning future events, and are subject to a number of significant risks and uncertainties and other factors that could cause actual results to differ materially from those statements. Many of these risks and uncertainties and other factors are outside our control. Certain of these risks and uncertainties and other factors are described under “Risk Factors” included in Item 1A of our most recent Annual Report on Form 10-K and/or under “Risk Factors” included in Part II, Item 1A of our recent Forms 10-Q; these are not the only risks and uncertainties we face. There can be no assurance that the Company has identified all the risks that affect it. Additional risks and uncertainties not presently known to the Company or that the Company currently believes to be immaterial also may adversely affect the Company’s businesses. If any of those risks or uncertainties develops into actual events, those events or circumstances could have a material adverse effect on the Company’s businesses, operating results, cash flows, financial condition and/or stock price, among other effects.

You should not put undue reliance on forward-looking statements. Any forward-looking statement speaks only as of the date of this report, and we disclaim any intention or obligation to update or revise forward- looking statements, whether as a result of new information, future events, uncertainties or otherwise.

Please see the Company’s latest Annual Report on Form 10-K and subsequent SEC filings for a discussion of risks that could cause actual results to vary materially from those indicated or anticipated.