CVS Health Corporation announces quarterly dividend

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WOONSOCKET, R.I. — CVS Health Corporation (NYSE: CVS) today announced that its board of directors has approved a quarterly dividend of $0.50 (50 cents) per share on the corporation's common stock. The dividend is payable on May 4, 2020, to holders of record on April 23, 2020.

About CVS Health

CVS Health employees are united around a common goal of becoming the most consumer-centric health company in the world. We're evolving based on changing consumer needs and meeting people where they are, whether that's in the community at one of our nearly 10,000 local touchpoints, in the home, or in the palm of their hand. Our newest offerings - from HealthHUB® locations that are redefining what a pharmacy can be, to innovative programs that help manage chronic conditions – are designed to create a higher-quality, simpler and more affordable experience. Learn more about how we're transforming health at http://www.cvshealth.comhttps://www.cvshealth.com.

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CVS Pharmacy signs agreement to acquire, rebrand and operate Schnucks Pharmacies

CVS Pharmacy signs agreement to acquire, rebrand and operate Schnucks Pharmacies
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CVS Pharmacy to acquire 110 pharmacies in Midwest

WOONSOCKET, R.I. — CVS Pharmacy, Inc., a subsidiary of CVS Health Corporation (NYSE: CVS), and Schnucks announced today that they have entered into a definitive agreement for CVS Pharmacy and certain of its subsidiaries to acquire Schnuck Markets Inc.'s retail and specialty pharmacy businesses.

Through this agreement, CVS Pharmacy and its subsidiaries will acquire and operate 99 of the grocer's pharmacies and will brand them as CVS Pharmacy. Additionally, CVS Pharmacy and its subsidiaries will acquire the prescription files from 11 Schnucks pharmacies and transfer them to nearby CVS Pharmacy locations.

This strategic relationship brings together one of the leading grocers in the Midwest region with CVS Pharmacy's innovative pharmacy services and clinical expertise to enhance the overall health care experience and continue to provide a convenient option for Schnucks customers. The relationship also provides CVS Health with a capital-efficient way to expand into key areas.

"We have great admiration for Schnucks and believe CVS Pharmacy can bring additional clinical services to its customers. One of CVS Health's strategic imperatives is to Be Local. By opening CVS Pharmacy locations within Schnucks stores, we're increasing access to high quality care and meeting customers where they are. Schnucks is a best-in-class grocer and we're honored to partner with them to bring our best-in-class pharmacy capabilities to their customers," said Jon Roberts, executive vice president and chief operating officer, CVS Health.

In 2014, CVS Pharmacy became the first and only major retail pharmacy to remove tobacco from its shelves. Schnucks stores became tobacco free as of January 1, 2020. Schnucks' decision to exit tobacco further aligns the company with CVS Health.

"As Schnucks continues to expand our emphasis on health and wellness, this collaboration with CVS is an opportunity for us to align with a company that has a similar focus," said Todd Schnuck, chairman and chief executive officer of Schnucks. "This partnership allows us to continue to provide quality pharmacy services to our customers in a manner they've come to expect, while supporting our mission to nourish people's lives. It also provides our pharmacy teammates an opportunity to further their careers with a premier retail pharmacy chain."

To provide continuity for Schnucks pharmacy customers, CVS Pharmacy will post all pharmacist and pharmacy technician positions, and will interview all Schnucks employees who apply. In-store changes will be rolled out over a period of several months after the completion of the transaction as CVS Pharmacy and Schnucks work to ensure the smoothest possible transition for all pharmacy patients.

Schnucks Specialty pharmacy patients will benefit from CVS Specialty's expertise in providing ongoing disease education, counseling and benefits verification, as well as coordination of care with multiple health care providers, comprehensive patient education and adherence management.

Following completion of the transaction, all Schnucks pharmacy customers will have access to CVS Pharmacy's leading pharmacy care programs, features of which include:

  • Opportunities for patients to manage their health with more ease and efficiency and gain access to programs that help them start and stay on their prescriptions while reducing overall health care costs. With the CVS Pharmacy app, patients can be notified when prescriptions are ready for pick-up and order refills digitally.

  • Simplification of medication management for patients with multiple prescriptions, through the utilization of the CVS Pharmacy ScriptPath Prescription Schedule, a tool that provides a complete picture of the patient's current CVS Pharmacy prescription information all in one place, including the name of each medication, when to take it, and how much medication to take in each dose.

The transaction is expected to be completed by end of the second quarter and is subject to customary closing conditions.

About CVS Health

CVS Health employees are united around a common goal of becoming the most consumer-centric health company in the world. We're evolving based on changing consumer needs and meeting people where they are, whether that's in the community at one of our nearly 10,000 local touchpoints, in the home, or in the palm of their hand. Our newest offerings from HealthHUB locations that are redefining what a pharmacy can be, to innovative programs that help manage chronic conditions are designed to create a higher-quality, simpler and more affordable experience. Learn more about how we're transforming health at http://www.cvshealth.com

About Schnucks

Founded in St. Louis in 1939, Schnuck Markets, Inc. is a third-generation, family-owned grocery and pharmacy retailer committed to nourishing people's lives. Schnucks operates 112 stores, serving customers in Missouri, Illinois, Indiana, Wisconsin, and Iowa, and employs 13,500 teammates. According to Forbes' 2019 rankings, Schnucks is the 155th largest privately-owned company in the United States and the 16th largest privately-owned grocer. Schnucks is committed to helping communities thrive and as a champion for reducing hunger, the company annually donates more than $16 million in food to pantries that help those in need. Follow Schnucks on Facebook at www.facebook.com/schnucks and LinkedIn at https://www.linkedin.com/company/schnuck-markets-inc-/.

Media Contact

Bill Durling
401-770-4029
William.durling@cvshealth.com

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CVS Health participate in fireside chat with investors at the Barclays Global Healthcare Conference 2020

CVS Health participate in fireside chat with investors at the Barclays Global Healthcare Conference 2020
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WOONSOCKET, R.I. CVS Health Corporation ("CVS Health") today announced that Eva Boratto, Executive Vice President and Chief Financial Officer, and Alan Lotvin, Executive Vice President and President of CVS Caremark, will be participating in a fireside chat with investors at the Barclays Global Healthcare Conference on March 12, 2020, at approximately 8:30 a.m. ET.

An audio webcast of the event will be broadcast simultaneously on the Investor Relations portion of the CVS Health website for all interested parties, and will be archived and available for a one-year period. To access the webcast or an archive of the event, visit http://investors.cvshealth.com.

About CVS Health

CVS Health employees are united around a common goal of becoming the most consumer-centric health company in the world. We're evolving based on changing consumer needs and meeting people where they are, whether that's in the community at one of our nearly 10,000 local touchpoints, in the home, or in the palm of their hand. Our newest offerings - from HealthHUB locations that are redefining what a pharmacy can be, to innovative programs that help manage chronic conditions are designed to create a higher-quality, simpler and more affordable experience. Learn more about how we're transforming health at http://www.cvshealth.com.

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CVS Health Reports Fourth Quarter and Full-Year 2019 Results, Reflecting Strong Execution Across the Enterprise

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CVS Health Corporation To Hold Fourth Quarter 2019 Earnings Conference Call

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WOONSOCKET, R.I. CVS Health Corporation ("CVS Health" or the "Company") (NYSE: CVS) will hold a conference call with analysts and investors on Wednesday, February 12, 2020, at 8:00 a.m. (ET) to discuss its financial results for the fourth quarter of 2019.

An audio webcast of the conference call will be broadcast simultaneously through the Investor Relations portion of the CVS Health website for all interested parties. To access the webcast, visit http://investors.cvshealth.com. This webcast will be archived and available on the website for a one-year period following the conference call.

About CVS Health

CVS Health is the nation's premier health innovation company helping people on their path to better health. Whether in one of its pharmacies or through its health services and plans, CVS Health is pioneering a bold new approach to total health by making quality care more affordable, accessible, simple and seamless. CVS Health is community-based and locally focused, engaging consumers with the care they need when and where they need it. The Company has approximately 9,900 retail locations, approximately 1,100 walk-in medical clinics, a leading pharmacy benefits manager with more than 102 million plan members, a dedicated senior pharmacy care business serving more than one million patients per year and expanding specialty pharmacy services. CVS Health also serves an estimated 38 million people through traditional, voluntary and consumer-directed health insurance products and related services, including rapidly expanding Medicare Advantage offerings and a leading standalone Medicare Part D prescription drug plan. The Company believes its innovative health care model increases access to quality care, delivers better health outcomes and lowers overall health care costs. Find more information about how CVS Health is shaping the future of health at https://www.cvshealth.com.

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CVS Health Announces Upcoming Changes to Board of Directors

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Board Will Transition from 16 to 13 Directors

WOONSOCKET, R.I. — CVS Health (NYSE: CVS) today announced upcoming changes to its Board of Directors (the "Board"). Richard "Dick" Swift, Richard Bracken and Mark Bertolini will not stand for reelection at the company's 2020 Annual Meeting. The Board will then be reduced from 16 to 13 directors in order to further align with corporate governance best practices.

Mr. Swift, the former Chairman of the Board, President and Chief Executive Officer of Foster Wheeler Ltd., will be retiring from the Board after having reached the mandatory retirement age. He has served as a director of CVS Health since September 2006.

Mr. Bracken, the former Chairman and Chief Executive Officer of HCA Inc. and HCA Holdings, Inc., will be leaving the Board and retiring from board service after a 45 year career in health care to spend more time on personal interests. He has served as a director since January 2015.

Mr. Bertolini, the former Chairman and Chief Executive Officer of Aetna Inc., became a director upon the November 2018 closing of CVS Health's acquisition of Aetna. Following the successful integration of the Aetna business, Mr. Bertolini will not continue as a member of the Board after the Annual Meeting.

David W. Dorman, Chair of the Board, stated, "We want to thank each of these highly accomplished individuals for their service to the company and wish them all the best in the future. We particularly want to thank Dick and Richard for the tremendous leadership and expertise each brought to the Board during their many years of service, including Dick's role as Chair of the Audit Committee and Richard's role as Chair of the Medical Affairs Committee. The Board would also like to thank Mark for his contribution to the successful integration of Aetna."

Dorman continued, "CVS Health is successfully executing against its strategy of becoming the world's most consumer-centric health care company. As the organization continues to evolve, the remaining directors of the Board and I have the utmost confidence in the strength of the current management team, the progress the company has shown to date and ability of CVS Health to deliver value to all stakeholders moving forward."

About CVS Health

CVS Health is the nation's premier health innovation company helping people on their path to better health. Whether in one of its pharmacies or through its health services and plans, CVS Health is pioneering a bold new approach to total health by making quality care more affordable, accessible, simple and seamless. CVS Health is community-based and locally focused, engaging consumers with the care they need when and where they need it. The Company has approximately 9,900 retail locations, approximately 1,100 walk-in medical clinics, a leading pharmacy benefits manager with more than 102 million plan members, a dedicated senior pharmacy care business serving more than one million patients per year and expanding specialty pharmacy services. CVS Health also serves an estimated 38 million people through traditional, voluntary and consumer-directed health insurance products and related services, including rapidly expanding Medicare Advantage offerings and a leading standalone Medicare Part D prescription drug plan. The Company believes its innovative health care model increases access to quality care, delivers better health outcomes and lowers overall health care costs. Find more information about how CVS Health is shaping the future of health at https://www.cvshealth.com.

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 Corporation. By their nature, all forward-looking statements involve risks and uncertainties. Actual results may differ materially from those contemplated by the forward-looking statements for a number of reasons as described in our Securities and Exchange Commission ("SEC") filings, including those set forth in the Risk Factors section and under the section entitled "Cautionary Statement Concerning Forward-Looking Statements" in our most recently filed Annual Report on Form 10-K and in our most recently filed Quarterly Report on Form 10-Q.

Investor Contact

Valerie Haertel
CVS Health
401-770-4050
Valerie.Haertel@CVSHealth.com

Media Contact

T.J. Crawford
CVS Health
212-457-0583
CrawfordT2@aetna.com

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CVS Health Corporation Announces Quarterly Dividend

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WOONSOCKET, R.I. — CVS Health Corporation (NYSE: CVS) today announced that its board of directors has approved a quarterly dividend of $0.50 (50 cents) per share on the corporation's common stock. The dividend is payable on February 3, 2020, to holders of record on January 23, 2020.

About CVS Health

CVS Health is the nation's premier health innovation company helping people on their path to better health. Whether in one of its pharmacies or through its health services and plans, CVS Health is pioneering a bold new approach to total health by making quality care more affordable, accessible, simple and seamless. CVS Health is community-based and locally focused, engaging consumers with the care they need when and where they need it. The Company has approximately 9,900 retail locations, approximately 1,100 walk-in medical clinics, a leading pharmacy benefits manager with approximately 102 million plan members, a dedicated senior pharmacy care business serving more than one million patients per year and expanding specialty pharmacy services. CVS Health also serves an estimated 38 million people through traditional, voluntary and consumer-directed health insurance products and related services, including rapidly expanding Medicare Advantage offerings and a leading standalone Medicare Part D prescription drug plan. The Company believes its innovative health care model increases access to quality care, delivers better health outcomes and lowers overall health care costs. Find more information about how CVS Health is shaping the future of health at https://www.cvshealth.com.

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CVS Health to Present at the 38th Annual J.P. Morgan Healthcare Conference

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WOONSOCKET, R.I. CVS Health Corporation (NYSE: CVS) today announced that Larry Merlo, President and Chief Executive Officer, Eva Boratto, Executive Vice President and Chief Financial Officer, and Karen Lynch, Executive Vice President and President of Aetna will be speaking to investors at the J.P. Morgan Healthcare Conference on January 14, 2020, at approximately 10:00 a.m. PT.

About CVS Health

CVS Health is the nation's premier health innovation company helping people on their path to better health. Whether in one of its pharmacies or through its health services and plans, CVS Health is pioneering a bold new approach to total health by making quality care more affordable, accessible, simple and seamless. CVS Health is community-based and locally focused, engaging consumers with the care they need when and where they need it. The Company has approximately 9,900 retail locations, approximately 1,100 walk-in medical clinics, a leading pharmacy benefits manager with approximately 102 million plan members, a dedicated senior pharmacy care business serving more than one million patients per year and expanding specialty pharmacy services. CVS Health also serves an estimated 38 million people through traditional, voluntary and consumer-directed health insurance products and related services, including rapidly expanding Medicare Advantage offerings and a leading standalone Medicare Part D prescription drug plan. The Company believes its innovative health care model increases access to quality care, delivers better health outcomes and lowers overall health care costs. Find more information about how CVS Health is shaping the future of health at https://www.cvshealth.com.

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Centene and CVS Health Announce Agreement for CVS Health to Acquire IlliniCare Health

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ST. LOUIS — Centene Corporation (NYSE: CNC) (“Centene”) and CVS Health (NYSE: CVS) announced today that, in connection with the previously announced merger agreement between Centene and WellCare Health Plans, Inc. (NYSE: WCG), Centene has entered into a definitive agreement under which CVS Health will acquire Centene’s Illinois health plan subsidiary, IlliniCare Health Plan, Inc. (“IlliniCare”). The transaction entails the sale of Centene’s Medicaid and Medicare Advantage lines of business in Illinois.

Centene will retain IlliniCare’s Medicare-Medicaid Alignment Initiative (“MMAI”) business and IlliniCare’s statewide YouthCare foster care contract, set to commence in February 2020. Centene’s Ambetter business in Illinois is not affected. The companies are committed to ensuring that there is a smooth transition for members.

“We are continuing to make progress towards completing our transaction with WellCare and the divestiture of our IlliniCare Health plan is the next step in that process,” said Michael F. Neidorff, Centene’s Chairman, President and Chief Executive Officer. “Our employees in Illinois have done an exceptional job serving our communities in the state. We are pleased to enter this agreement with CVS Health, under which these employees can continue helping members achieve better health outcomes while delivering benefits to providers. We will work closely with CVS Health to ensure a smooth transition of this business for members, employees and providers.”

“Expanding our Medicaid and Medicare Advantage presence in Illinois will allow us to serve more members with our proven holistic approach that addresses physical, behavioral and social determinants of care,” said Karen S. Lynch, Executive Vice President, CVS Health and President, Aetna. “We look forward to working with Centene on a seamless transition and developing a deeper relationship with the state and local providers.”

The closing of the transaction with CVS Health is subject to U.S. federal antitrust clearance, receipt of Illinois state regulatory approvals and other customary closing conditions, as well as the closing of the Centene – WellCare transaction.

As previously announced on March 27, 2019, Centene and WellCare agreed to combine in a transaction that will create a premier healthcare enterprise focused on government-sponsored healthcare programs and a leader in Medicaid, Medicare and the Health Insurance Marketplace. The combination has received approvals from insurance and health care departments from 26 states. Completion of the Centene – WellCare transaction remains subject to clearance under the Hart-Scott-Rodino Act, receipt of required state regulatory approvals and other customary closing conditions.

Centene and WellCare continue to expect that the Centene – WellCare transaction will be completed by the first half of 2020.

The financial terms of this transaction will not be disclosed and the impact to CVS Health earnings once closed is expected to be immaterial.

Additional information about the Centene – WellCare transaction can be found at centene-wellcare.com.

About Centene

Centene Corporation, a Fortune 100 company, is a diversified, multi-national healthcare enterprise that provides a portfolio of services to government sponsored and commercial healthcare programs, focusing on under-insured and uninsured individuals. Many receive benefits provided under Medicaid, including the State Children’s Health Insurance Program (CHIP), as well as Aged, Blind or Disabled (ABD), Foster Care and Long-Term Services and Supports (LTSS), in addition to other state-sponsored programs, Medicare (including the Medicare prescription drug benefit commonly known as “Part D”), dual eligible programs and programs with the U.S. Department of Defense. Centene also provides healthcare services to groups and individuals delivered through commercial health plans. Centene operates local health plans and offers a range of health insurance solutions. It also contracts with other healthcare and commercial organizations to provide specialty services including behavioral health management, care management software, correctional healthcare services, dental benefits management, commercial programs, home-based primary care services, life and health management, vision benefits management, pharmacy benefits management, specialty pharmacy and telehealth services.

Centene uses its investor relations website to publish important information about the company, including information that may be deemed material to investors. Financial and other information about Centene is routinely posted and is accessible on Centene’s investor relations website, http://www.centene.com/investors.

About CVS Health

CVS Health is the nation’s premier health innovation company helping people on their path to better health. Whether in one of its pharmacies or through its health services and plans, CVS Health is pioneering a bold new approach to total health by making quality care more affordable, accessible, simple and seamless. CVS Health is community-based and locally focused, engaging consumers with the care they need when and where they need it. The Company has approximately 9,900 retail locations, approximately 1,100 walk-in medical clinics, a leading pharmacy benefits manager with approximately 102 million plan members, a dedicated senior pharmacy care business serving more than one million patients per year and expanding specialty pharmacy services. CVS Health also serves an estimated 38 million people through traditional, voluntary and consumer-directed health insurance products and related services, including rapidly expanding Medicare Advantage offerings and a leading standalone Medicare Part D prescription drug plan. The Company believes its innovative health care model increases access to quality care, delivers better health outcomes and lowers overall health care costs. Find more information about how CVS Health is shaping the future of health at https://www.cvshealth.com.

Media Contact

CVS Health
Erin Shields Britt
401-770-9237
erin.britt@cvshealth.com

Cautionary Statement on Forward-Looking Statements of Centene

All statements, other than statements of current or historical fact, contained in this communication are forward-looking statements. Without limiting the foregoing, forward-looking statements often use words such as “believe,” “anticipate,” “plan,” “expect,” “estimate,” “intend,” “seek,” “target,” “goal,” “may,” “will,” “would,” “could,” “should,” “can,” “continue” and other similar words or expressions (and the negative thereof). In particular, these statements include, without limitation, statements about Centene’s future operating or financial performance, market opportunity, growth strategy, competition, expected activities in completed and future acquisitions, including statements about the impact of Centene’s proposed acquisition of WellCare Health Plans, Inc. (the “WellCare Transaction”), Centene’s recent acquisition (the “Fidelis Care Transaction”) of substantially all the assets of New York State Catholic Health Plan, Inc., d/b/a Fidelis Care New York (“Fidelis Care”), investments and the adequacy of Centene’s available cash resources.

These forward-looking statements reflect Centene’s current views with respect to future events and are based on numerous assumptions and assessments made by us in light of Centene’s experience and perception of historical trends, current conditions, business strategies, operating environments, future developments and other factors Centene believes appropriate. By their nature, forward-looking statements involve known and unknown risks and uncertainties and are subject to change because they relate to events and depend on circumstances that will occur in the future, including economic, regulatory, competitive and other factors that may cause Centene’s or its industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions.

All forward-looking statements included in this filing are based on information available to us on the date of this communication. Except as may be otherwise required by law, Centene undertakes no obligation to update or revise the forward-looking statements included in this communication, whether as a result of new information, future events or otherwise, after the date of this filing. You should not place undue reliance on any forward-looking statements, as actual results may differ materially from projections, estimates, or other forward-looking statements due to a variety of important factors, variables and events including, but not limited to, the following: (i) the risk that regulatory or other approvals required for the WellCare Transaction may be delayed or not obtained or are obtained subject to conditions that are not anticipated that could require the exertion of management’s time and Centene’s resources or otherwise have an adverse effect on Centene; (ii) the possibility that certain conditions to the consummation of the WellCare Transaction will not be satisfied or completed on a timely basis and accordingly the WellCare Transaction may not be consummated on a timely basis or at all; (iii) uncertainty as to the expected financial performance of the combined company following completion of the WellCare Transaction; (iv) the possibility that the expected synergies and value creation from the WellCare Transaction will not be realized, or will not be realized within the expected time period; (v) the exertion of management’s time and Centene’s resources, and other expenses incurred and business changes required, in connection with complying with the undertakings in connection with any regulatory, governmental or third party consents or approvals for the WellCare Transaction; (vi) the risk that unexpected costs will be incurred in connection with the completion and/or integration of the WellCare Transaction or that the integration of WellCare will be more difficult or time consuming than expected; (vii) the risk that potential litigation in connection with the WellCare Transaction may affect the timing or occurrence of the WellCare Transaction or result in significant costs of defense, indemnification and liability; (viii) a downgrade of the credit rating of Centene’s indebtedness, which could give rise to an obligation to redeem existing indebtedness; (ix) unexpected costs, charges or expenses resulting from the WellCare Transaction; (x) the inability to retain key personnel; (xi) disruption from the announcement, pendency and/or completion of the WellCare Transaction, including potential adverse reactions or changes to business relationships with customers, employees, suppliers or regulators, making it more difficult to maintain business and operational relationships; and (xii) the risk that, following the WellCare Transaction, the combined company may not be able to effectively manage its expanded operations.

Additional factors that may cause actual results to differ materially from projections, estimates, or other forward-looking statements include, but are not limited to, the following: (i) Centene’s ability to accurately predict and effectively manage health benefits and other operating expenses and reserves; (ii) competition; (iii) membership and revenue declines or unexpected trends; (iv) changes in healthcare practices, new technologies, and advances in medicine; (v) increased healthcare costs, (vi) changes in economic, political or market conditions; (vii) changes in federal or state laws or regulations, including changes with respect to income tax reform or government healthcare programs as well as changes with respect to the Patient Protection and Affordable Care Act and the Health Care and Education Affordability Reconciliation Act, collectively referred to as the Affordable Care Act (“ACA”), and any regulations enacted thereunder that may result from changing political conditions or judicial actions, including the ultimate outcome of the District Court decision in “Texas v. United States of America” regarding the constitutionality of the ACA; (viii) rate cuts or other payment reductions or delays by governmental payors and other risks and uncertainties affecting Centene’s government businesses; (ix) Centene’s ability to adequately price products on federally facilitated and state-based Health Insurance Marketplaces; (x) tax matters; (xi) disasters or major epidemics; (xii) the outcome of legal and regulatory proceedings; (xiii) changes in expected contract start dates; (xiv) provider, state, federal and other contract changes and timing of regulatory approval of contracts; (xv) the expiration, suspension, or termination of Centene’s contracts with federal or state governments (including but not limited to Medicaid, Medicare, TRICARE or other customers); (xvi) the difficulty of predicting the timing or outcome of pending or future litigation or government investigations; (xvii) challenges to Centene’s contract awards; (xviii) cyber-attacks or other privacy or data security incidents; (xix) the possibility that the expected synergies and value creation from acquired businesses, including, without limitation, the Fidelis Care Transaction, will not be realized, or will not be realized within the expected time period; (xx) the exertion of management’s time and Centene’s resources, and other expenses incurred and business changes required in connection with complying with the undertakings in connection with any regulatory, governmental or third party consents or approvals for acquisitions, including the Fidelis Care Transaction; (xxi) disruption caused by significant completed and pending acquisitions, including, among others, the Fidelis Care Transaction, making it more difficult to maintain business and operational relationships; (xxii) the risk that unexpected costs will be incurred in connection with the completion and/or integration of acquisition transactions, including, among others, the Fidelis Care Transaction; (xxiii) changes in expected closing dates, estimated purchase price and accretion for acquisitions; (xxiv) the risk that acquired businesses, including Fidelis Care, will not be integrated successfully; (xxv) the risk that, following the Fidelis Care Transaction, Centene may not be able to effectively manage its expanded operations; (xxvi) restrictions and limitations in connection with Centene’s indebtedness; (xxvii) Centene’s ability to maintain the Centers for Medicare and Medicaid Services (CMS) Star ratings and maintain or achieve improvement in other quality scores in each case that can impact revenue and future growth; (xxviii) availability of debt and equity financing, on terms that are favorable to us; (xxxix) inflation; and (xxx) foreign currency fluctuations.

This list of important factors is not intended to be exhaustive. We discuss certain of these matters more fully, as well as certain other factors that may affect Centene’s business operations, financial condition and results of operations, in Centene’s filings with the Securities and Exchange Commission (the “SEC”), including the registration statement on Form S-4 filed by Centene with the Securities and Exchange Commission on May 23, 2019 (the “Registration Statement”), and Centene’s Annual Report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. Due to these important factors and risks, Centene cannot give assurances with respect to Centene’s future performance, including without limitation Centene’s ability to maintain adequate premium levels or Centene’s ability to control its future medical and selling, general and administrative costs.

Important Additional Information and Where to Find It

In connection with the WellCare Transaction, on May 23, 2019, Centene filed with the SEC the Registration Statement, which included a prospectus with respect to the shares of Centene’s common stock to be issued in the WellCare Transaction and a joint proxy statement for Centene’s and WellCare’s respective stockholders (the “Joint Proxy Statement”). The SEC declared the Registration Statement effective on May 23, 2019, and the Joint Proxy Statement was first mailed to stockholders of Centene and WellCare on or about May 24, 2019. Each of Centene and WellCare may file other documents regarding the WellCare Transaction with the SEC. This communication is not a substitute for the Registration Statement, the Joint Proxy Statement or any other document that Centene or WellCare may send to their respective stockholders in connection with the WellCare Transaction. INVESTORS AND SECURITY HOLDERS OF CENTENE AND WELLCARE ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT CENTENE, WELLCARE, THE WELLCARE TRANSACTION AND RELATED MATTERS. Investors and security holders of Centene and WellCare are able to obtain free copies of the Registration Statement, the Joint Proxy Statement and other documents (including any amendments or supplements thereto) containing important information about Centene and WellCare through the website maintained by the SEC at www.sec.gov. Centene and WellCare make available free of charge at www.centene.com and ir.wellcare.com, respectively, copies of materials they file with, or furnish to, the SEC.

No Offer or Solicitation

This communication is for informational purposes only and does not constitute, or form a part of, an offer to sell or the solicitation of an offer to sell or an offer to buy or the solicitation of an offer to buy any securities, and there shall be no sale of securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

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CVS Health Reports Third Quarter Results

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