1071739--2/24/2006--CENTENE

related topics

{regulation, government, change}

{regulation, change, law}

{cost, contract, operation}

{system, service, information}

{product, market, service}

{product, liability, claim}

{condition, economic, financial}

{acquisition, growth, future}

{cost, operation, labor}

{personnel, key, retain}

{debt, indebtedness, cash}

{stock, price, share}

{operation, international, foreign}

{loss, insurance, financial}

{control, financial, internal}

FACTORS THAT MAY AFFECT FUTURE RESULTS AND THE TRADING PRICE OF OUR COMMON STOCK Risks Related to Being a Regulated Entity Reduction in Medicaid, SCHIP and SSI Funding Could Substantially Reduce Our Profitability. If Our Medicaid and SCHIP Contracts are Terminated or are Not Renewed, Our Business Will Suffer. Changes in Government Regulations Designed to Protect the Financial Interests of Providers and Members Rather than Our Stockholders Could Force Us to Change How We Operate and Could Harm Our Business. Regulations May Decrease the Profitability of Our Health Plans. Failure to Comply With Government Regulations Could Subject Us to Civil and Criminal Penalties. We May Incur Significant Increased Costs as a Result of Compliance With New 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 Likely Decrease. 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 Strategy. Risks Related to Our Business Ineffectiveness of State-operated Systems and Subcontractors Could Adversely Affect Our Business Failure to Accurately Predict Our Medical Expenses Could Negatively Affect Our Reported Results. Receipt of Inadequate Premiums Would Negatively Affect Our Revenues and Profitability. Failure to Effectively Manage Our Medical Costs or Related Administrative Costs Would Reduce Our Profitability. Difficulties in Executing Our Acquisition Strategy Could Adversely Affect Our Business. 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 Business Lines. Failure to Achieve Timely Profitability in Any Business Would Negatively Affect Our Results of Operations. 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 Premium Revenues or Profitability in Any One of Those States. Competition May Limit Our Ability to Increase Penetration of the Markets That We Serve. If We are Unable to Maintain Relationships With Our Provider Networks, Our Profitability May be Harmed. Changes in Stock Option Accounting Rules May Have a Significant Adverse Affect on Our Operating Results. We May be Unable to Attract and Retain Key Personnel. Negative Publicity Regarding the Managed Care Industry May Harm Our Business and Operating Results. Claims Relating to Medical Malpractice Could Cause Us to Incur Significant Expenses. Loss of Providers Due to Increased Insurance Costs Could Adversely Affect Our Business. Growth in the Number of Medicaid-Eligible Persons During Economic Downturns Could Cause Our Operating Results and Stock Prices 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 Improving. We Intend to Expand Our Medicaid Managed Care Business Primarily into Markets Where Medicaid Recipients are Required to Enroll in Managed Care Plans. If We are Unable to Integrate and Manage Our Information Systems Effectively, Our Operations Could be Disrupted. 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.

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1071739--2/24/2006--CENTENE_CORP