Forward-Looking Statements
This communication contains certain statements about McKesson, SpinCo and the Company that are forward-looking statements within the meaning of
Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. These matters involve risks and uncertainties as discussed in the registration statement
on form S-4 and S-1 filed by SpinCo in connection with the Transactions (as defined below) with the U.S. Securities and Exchange Commission (the SEC) (File No. 333-236236) and the registration statement on Form S-4 filed by the Company in connection with the Transactions with the SEC (File
No. 333-236234), as well as McKessons and the Companys respective periodic reports on Form 10-K and
Form 10-Q and current reports on Form 8-K, filed from time to time with the SEC. The forward-looking statements contained in this communication may
include statements about the expected effects on McKesson, SpinCo and the Company of the separation of SpinCo from McKesson and the merger of SpinCo with and into the Company (collectively, the Transactions); the anticipated benefits of
the Transactions and McKessons, SpinCos and the Companys anticipated financial results; and also include all other statements in this communication that are not historical facts. Without limitation, any statements preceded or
followed by or that include the words targets, plans, believes, expects, intends, will, likely, may, anticipates, estimates,
projects, should, would, could, positioned, strategy, future, or words, phrases, or terms of similar substance or the negative thereof, are forward-looking
statements. These statements are based on the current expectations of the management of McKesson, SpinCo and the Company (as the case may be) and are subject to uncertainty and to changes in circumstances and involve risks and uncertainties that
could cause actual results to differ materially from those expressed or implied in such forward-looking statements. In addition, these statements are based on a number of assumptions that are subject to change. Such risks, uncertainties and
assumptions include, but are not limited to: changes in the healthcare industry and regulatory environment; fluctuations in foreign currency exchange rates; material adverse resolution of pending legal proceedings, including those related to the
distribution of controlled substances; cyberattack, natural disaster, or malfunction of sophisticated internal computer systems to perform as designed; the potential inadequacy of insurance to cover property loss or liability claims; the
satisfaction of the conditions to the Transactions, including the declaration by the SEC that the registration statements referred to above have become effective, and other risks related to the completion of the Transactions and actions related
thereto; McKessons and the Companys ability to complete the Transactions on the anticipated terms and schedule; the anticipated tax treatment of the Transactions and related transactions; the expansion and growth of the Companys
operations; ongoing risks related to the price or trading volume of the Companys common stock; failure to pay dividends to holders of the McKessons or the Companys common stock; impairment charges for goodwill; and the risk that
disruptions from the Transactions will harm McKessons, SpinCos or the Companys businesses. However, it is not possible to predict or identify all such factors. Consequently, while the list of factors presented here is considered
representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Forward-looking
statements included herein are made as of the date hereof, and none of McKesson, SpinCo or the Company undertakes any obligation to update publicly such statements to reflect subsequent events or circumstances.
Important Notices and Additional Information
In
connection with the Transactions, McKesson has filed with the SEC a Schedule TO with respect to the exchange offer, SpinCo has filed with the SEC a registration statement on Form S-4 and Form S-1 containing a prospectus of SpinCo relating to the exchange offer, and the Company has filed with the SEC a registration statement on
Form S-4 relating to the Transactions. These registration statements have not yet become effective. The securities offered pursuant to the registration statements may not be sold, nor may offers to
buy be accepted, prior to the time the registration statements become effective. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE DOCUMENTS AND ANY AMENDMENTS TO THESE DOCUMENTS WHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT
DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT MCKESSON, SPINCO AND THE COMPANY AND THE TRANSACTIONS. Investors and security holders may obtain these materials and other documents filed with the SEC free of charge at the SECs
website, www.sec.gov. In addition, copies of these materials may be obtained free of charge by accessing McKessons website at www.mckesson.com, or from the Company by accessing the Companys website at www.changehealthcare.com.