1071739--2/23/2007--CENTENE

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Risks Related to Being a Regulated Entity Reduction in Medicaid, SCHIP and SSI funding could substantially reduce our If SCHIP is not reauthorized, our business could suffer. Several states face a shortfall in federal SCHIP funding, which could have an impact on our business. If our Medicaid and SCHIP contracts are terminated or are not renewed, our business Changes in government regulations designed to protect the financial interests of providers and members rather than our investors could force us to change how we operate and could harm our business. Regulations may decrease the profitability of our health plans. We face periodic reviews, audits and investigations under our contracts with state government agencies, and these audits could have adverse findings, which may We face periodic reviews, audits and investigations under our contracts with state government agencies, and these audits could have adverse findings, which may Failure to comply with government regulations could subject us to civil and criminal We may incur significant costs as a result of compliance with government regulations, and our management will be required to devote time to compliance. Changes in healthcare law and benefits may reduce our profitability. If a state fails to renew a required federal waiver for mandated Medicaid enrollment into managed care or such application is denied, our membership in that state will Changes in federal funding mechanisms may reduce our profitability. If state regulatory agencies require a statutory capital level higher than the state regulations, we may be required to make additional capital contributions. If we are unable to participate in SCHIP programs, our growth rate may be limited. If state regulators do not approve payments of dividends and distributions by our subsidiaries to us, we may not have sufficient funds to implement our business Risks Related to Our Business Ineffectiveness of state-operated systems and subcontractors could adversely affect Failure to accurately predict our medical expenses could negatively affect our Receipt of inadequate or significantly delayed premiums would negatively affect our Failure to effectively manage our medical costs or related administrative costs would Difficulties in executing our acquisition strategy could adversely affect our Our acquisitions may increase costs ,increase liabilities, or create disruptions in our If competing managed care programs are unwilling to purchase specialty services from us, we may not be able to successfully implement our strategy of diversifying our Failure to achieve timely profitability in any business would negatively affect our We derive a majority of our premium revenues from operations in a small number of states, and our operating results would be materially affected by a decrease in revenues or profitability in any one of those states. Competition may limit our ability to increase penetration of the markets that we If we are unable to maintain relationships with our provider networks, our We may be unable to attract and retain key personnel. Negative publicity regarding the managed care industry may harm our business and Claims relating to medical malpractice could cause us to incur significant expenses. Loss of providers due to increased insurance costs could adversely affect our Growth in the number of Medicaid-eligible persons during economic downturns could cause our operating results to suffer if state and federal budgets decrease or do not increase. Growth in the number of Medicaid-eligible persons may be countercyclical, which could cause our operating results to suffer when general economic conditions are If we are unable to integrate and manage our information systems effectively, our We rely on the accuracy of eligibility lists provided by state governments. Inaccuracies in those lists would negatively affect our results of operations. We may not be able to obtain or maintain adequate insurance. From time to time, we may become involved in costly and time-consuming litigation and other regulatory proceedings, which require significant attention from our

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1071739--2/23/2007--CENTENE_CORP