<SEC-DOCUMENT>0000947871-23-000301.txt : 20230307
<SEC-HEADER>0000947871-23-000301.hdr.sgml : 20230307
<ACCEPTANCE-DATETIME>20230307171531
ACCESSION NUMBER:		0000947871-23-000301
CONFORMED SUBMISSION TYPE:	DFAN14A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20230307
DATE AS OF CHANGE:		20230307

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Oak Street Health, Inc.
		CENTRAL INDEX KEY:			0001564406
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-HEALTH SERVICES [8000]
		IRS NUMBER:				843446686
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		DFAN14A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-39427
		FILM NUMBER:		23713686

	BUSINESS ADDRESS:	
		STREET 1:		30 W. MONROE ST., STE. 1200
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60603
		BUSINESS PHONE:		312-773-3374

	MAIL ADDRESS:	
		STREET 1:		30 W. MONROE ST., STE. 1200
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60603

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Oak Street Health, LLC
		DATE OF NAME CHANGE:	20121211

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CVS HEALTH Corp
		CENTRAL INDEX KEY:			0000064803
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-DRUG STORES AND PROPRIETARY STORES [5912]
		IRS NUMBER:				050494040
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		DFAN14A

	BUSINESS ADDRESS:	
		STREET 1:		ONE CVS DR.
		CITY:			WOONSOCKET
		STATE:			RI
		ZIP:			02895
		BUSINESS PHONE:		4017651500

	MAIL ADDRESS:	
		STREET 1:		ONE CVS DR.
		CITY:			WOONSOCKET
		STATE:			RI
		ZIP:			02895

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CVS CAREMARK CORP
		DATE OF NAME CHANGE:	20070509

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CVS/CAREMARK CORP
		DATE OF NAME CHANGE:	20070322

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CVS CORP
		DATE OF NAME CHANGE:	19970128
</SEC-HEADER>
<DOCUMENT>
<TYPE>DFAN14A
<SEQUENCE>1
<FILENAME>ss1843165_dfan14a.htm
<DESCRIPTION>SOLICITING MATERIAL
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<P STYLE="font: 18pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>UNITED STATES</B></P>

<P STYLE="font: 18pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>SECURITIES AND EXCHANGE COMMISSION</B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>WASHINGTON, D.C. 20549</B></P>

<P STYLE="font: 18pt Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: center"><B>SCHEDULE 14A INFORMATION</B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: center"><B>Proxy Statement Pursuant to Section 14(a)
of the</B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>Securities Exchange Act of 1934</B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>(Amendment No. )</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0">Filed by the Registrant <FONT STYLE="font-family: Wingdings">&uml;</FONT>
Filed by a Party other than the Registrant <FONT STYLE="font-family: Wingdings">x</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0">Check the appropriate box:</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; border-collapse: collapse">
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    <TD STYLE="width: 97%; padding: 0.25pt">&nbsp;</TD></TR>
  <TR>
    <TD STYLE="vertical-align: top; padding: 0.25pt; font: 12pt Times New Roman, Times, Serif"><FONT STYLE="font-family: Wingdings; font-size: 10pt">&uml;</FONT></TD>
    <TD STYLE="vertical-align: bottom; padding: 0.25pt">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; padding: 0.25pt; font: 12pt Times New Roman, Times, Serif"><FONT STYLE="font-size: 10pt">Preliminary Proxy Statement</FONT></TD></TR>
  <TR>
    <TD STYLE="padding: 0.25pt">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="padding: 0.25pt">&nbsp;</TD></TR>
  <TR>
    <TD STYLE="vertical-align: top; padding: 0.25pt; font: 12pt Times New Roman, Times, Serif"><FONT STYLE="font-family: Wingdings; font-size: 10pt">&uml;</FONT></TD>
    <TD STYLE="vertical-align: bottom; padding: 0.25pt">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; padding: 0.25pt; font: 12pt Times New Roman, Times, Serif"><FONT STYLE="font-size: 10pt">Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))</FONT></TD></TR>
  <TR>
    <TD STYLE="padding: 0.25pt">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="padding: 0.25pt">&nbsp;</TD></TR>
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    <TD STYLE="vertical-align: top; padding: 0.25pt; font: 12pt Times New Roman, Times, Serif"><FONT STYLE="font-family: Wingdings; font-size: 10pt">&uml;</FONT></TD>
    <TD STYLE="vertical-align: bottom; padding: 0.25pt">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; padding: 0.25pt; font: 12pt Times New Roman, Times, Serif"><FONT STYLE="font-size: 10pt">Definitive Proxy Statement</FONT></TD></TR>
  <TR>
    <TD STYLE="padding: 0.25pt">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="padding: 0.25pt">&nbsp;</TD></TR>
  <TR>
    <TD STYLE="vertical-align: top; padding: 0.25pt; font: 12pt Times New Roman, Times, Serif"><FONT STYLE="font-family: Wingdings; font-size: 10pt">&uml;</FONT></TD>
    <TD STYLE="vertical-align: bottom; padding: 0.25pt">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; padding: 0.25pt; font: 12pt Times New Roman, Times, Serif"><FONT STYLE="font-size: 10pt">Definitive Additional Materials</FONT></TD></TR>
  <TR>
    <TD STYLE="padding: 0.25pt">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="padding: 0.25pt">&nbsp;</TD></TR>
  <TR>
    <TD STYLE="vertical-align: top; padding: 0.25pt; font: 12pt Times New Roman, Times, Serif"><FONT STYLE="font-family: Wingdings; font-size: 10pt">x</FONT></TD>
    <TD STYLE="vertical-align: bottom; padding: 0.25pt">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; padding: 0.25pt; font: 12pt Times New Roman, Times, Serif"><FONT STYLE="font-size: 10pt">Soliciting Material Pursuant to &sect; 240.14a-12</FONT></TD></TR>
  </TABLE>
<P STYLE="font: 22pt Times New Roman, Times, Serif; margin: 0.25in 0 0; text-align: center"><B>OAK STREET HEALTH, INC.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>(Name of Registrant as Specified In Its Charter)
</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0.25in 0 0; text-align: center"><B>CVS Health Corporation</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>&nbsp;</B></P>

<P STYLE="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>(Name of Person(s) Filing Proxy Statement, if other
than the Registrant) </B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0.25in 0 0">Payment of Filing Fee (Check the appropriate box):</P>

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    <TD STYLE="width: 2%; padding: 0.25pt">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; width: 1%; padding: 0.25pt">&nbsp;</TD>
    <TD STYLE="width: 94%; padding: 0.25pt">&nbsp;</TD></TR>
  <TR>
    <TD STYLE="padding: 0.25pt">&nbsp;</TD>
    <TD COLSPAN="4" STYLE="padding: 0.25pt">&nbsp;</TD></TR>
  <TR>
    <TD STYLE="vertical-align: top; padding: 0.25pt; font: 12pt Times New Roman, Times, Serif"><FONT STYLE="font-family: Wingdings; font-size: 10pt">x</FONT></TD>
    <TD STYLE="vertical-align: bottom; padding: 0.25pt">&nbsp;</TD>
    <TD COLSPAN="3" STYLE="vertical-align: top; padding: 0.25pt; font: 12pt Times New Roman, Times, Serif"><FONT STYLE="font-size: 10pt">No fee required.</FONT></TD></TR>
  <TR>
    <TD STYLE="padding: 0.25pt">&nbsp;</TD>
    <TD COLSPAN="4" STYLE="padding: 0.25pt">&nbsp;</TD></TR>
  <TR>
    <TD STYLE="vertical-align: top; padding: 0.25pt; font: 12pt Times New Roman, Times, Serif"><FONT STYLE="font-family: Wingdings; font-size: 10pt">&uml;</FONT></TD>
    <TD STYLE="vertical-align: bottom; padding: 0.25pt">&nbsp;</TD>
    <TD COLSPAN="3" STYLE="vertical-align: top; padding: 0.25pt; font: 12pt Times New Roman, Times, Serif"><FONT STYLE="font-size: 10pt">Fee paid previously with preliminary materials.</FONT></TD></TR>
  <TR>
    <TD STYLE="padding: 0.25pt">&nbsp;</TD>
    <TD COLSPAN="4" STYLE="padding: 0.25pt">&nbsp;</TD></TR>
  <TR>
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    <TD STYLE="vertical-align: bottom; padding: 0.25pt">&nbsp;</TD>
    <TD COLSPAN="3" STYLE="vertical-align: top; padding: 0.25pt; font: 12pt Times New Roman, Times, Serif"><FONT STYLE="font-size: 10pt">Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.</FONT></TD></TR>
  <TR>
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    <TD COLSPAN="2" STYLE="padding: 0.25pt">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="padding: 0.25pt">&nbsp;</TD></TR>
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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">On March 7, 2023, the CEO of CVS Health Corporation (&#8220;CVS Health&#8221;),
Karen S. Lynch, participated in a podcast with Fortune.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B><I>&nbsp;</I></B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">The following are excerpts from the transcript of certain portions of the
podcast relating to the proposed merger of Halo Merger Sub Corp. with and into Oak Street Health, Inc. (&#8220;Oak Street Health&#8221;)
with Oak Street Health as the surviving corporation.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>[Portion of text not included]</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>Allen Murray </B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">Yeah, let's start with the big one Oak Street health. That's a $10 billion
acquisition. It's very exciting. But it's a different business than you've been in in the past. So, tell us where that's taking you?</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>Karen Lynch</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">Yeah. So, you know, Ellen and Alan, if you just rewind back to
December of 2021. You know, we were in the midst of a pandemic, I, you know, kind of took over earlier that year, and while we
were dealing with vaccines, we're repositioning the company with our overall intent to really change the way consumers experience
and engage with their health care system. So we laid out a really bold path of really doing an integrated offering. So extending
into broader health services. And we said we were going to extend into primary care because primary care is the center of the
connection of health care. The pandemic changed the way you know, people were interacting with the health care system. So we wanted
to extend in the home. The health care system is changing dramatically. We are moving from a very much a transactional based health
care system, where typically people call it fee for service to what we call value-based care. And that's really where primary
care comes in. Oak Street is the leader in primary care serving underprivileged and serving Medicare Advantage members. And with
that acquisition, plus you mentioned it earlier Allen, and plus the acquisition of Signify Health have the premier payer agnostic
value-based care assets to support Medicare bar none in the country, and our goal will be to improve health, improve health
outcomes, improve quality, improve access and convenience.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>Allen Murray </B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">Yeah, that's that really is fascinating. The one thing I want to
follow up on you said payer agnostic. I mean, obviously, Aetna is a health care provider, health care payer, but you want to provide
primary care to all comers.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>Karen Lynch</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">That's correct. We, you know, some of our competitors, our primary
customers in Oak Street and in Signify similar to what we do in our pharmacy benefits management company, similar to what we do we
serve all customers in CVS retail, and our intent is to provide primary care for all customers focusing first on Medicare Advantage,
because we think you know, that's the largest population, has the highest cost, has the most chronic conditions, we feel like we can
have a huge impact on improving overall health outcomes in that population.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>Ellen McGrit</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">Tell us a little bit about Signify. As I was preparing for this conversation,
I spent more time than I expected to on their website, looking through their offerings, but also understanding how they interacted in
vulnerable communities. And I was surprised at their focus, and that a big company would be interested in working with them in this way.
Tell us a little bit about it.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>Karen Lynch</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">People throughout the last two years have really changed the way they
thought about health care delivery. And people want convenience that could be through digital connections, that could be through
community-based assets, like an Oak Street, or can be in the home. And what Signify does, they're in 50 states, they go into the
home, and they basically do assessments of your overall health, and then they reconnect you to the care that you need. So imagine
sitting across the table and interacting with someone that can help you understand, you know, your blood pressure and talk more
about it, they can actually open up a refrigerator door and see what's in there. You know, what kind of food are you eating, and you
both know, food is really important, it's part of your overall health. And if you're not eating healthy, that's going to have an
impact on your health.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">And then they can redirect
you. What's interesting about Signify Health is 30% of the people that they see either don't have a primary care physician, or have an
assigned one that they're not using. Think about the possibility that we have to connect those patients into a primary care asset like
Oak Street, or, you know, working with them with our pharmacists and doing medical reconciliations to make sure that their medicines are
appropriate for the conditions that they're having. So again, you see the interplay. Signify an important home asset interplays with Oak
Street quite nicely, and will intersect with the rest of CVS Health. So that we have that connected experience for the consumer. I'm really
excited about the possibilities here. Now we have to close the transactions.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>Allen Murray </B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">Yeah, of course. Ellen, by the way, is far too young to be talking about
Medicare, but I have my card. I'm ready to go. Do Oak Street Health and Signify replace my primary care physician, the statistic
you gave was fascinating that many people my age don't have a primary care physician. But what if you do?</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>Karen Lynch</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">You know, it depends on what plans you pick, what primary care you have.
So if you're in a Medicare Advantage plan, you may pick a product that has, Oak Street Health primary care available to you, or you keep
your own. Love to share a story with you about Oak Street just to give you a sense for what that primary care experience looked like when
we were going through the transaction. I had the opportunity to go visit one of the clinics, right down the street here in Woonsocket,
Rhode Island. And what's fascinating is they obviously have transportation for those individuals that don't have a way to get to the doctor.
They'll bring you to the clinic, but what the real sort of benefit that I saw was that it's more of not just the primary care, it's a
community, there was a woman in there, she's lonely, she doesn't have anyone at home, she goes into the community center every single
day. And at that point in time, she was making decorations for the community center. And then obviously, she's getting her care there.
And it was just, you know, it's really what health care should be, in the community, easy access and improving her quality of care. And,
you know, I talked to her for a little while, and she was just so excited about the people that she meets there and about how she's getting
her follow up care. And it's just a different model. And it is a very, you know, and she's digitally connected to them as well. And it's
just a way to have people to not only keep thinking about their health, but kind of that broader aspect of all parts of your
well being and staying connected in the community.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>[Portion of text not included]</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>Allen Murray </B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">And how will the clinics relate to the stores? I mean, do you see them
ultimately being located adjacent to the stores inside the stores? What's the connection?</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>Karen Lynch</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">Yeah, I think there's a couple of ways that we're thinking about it. You
know, there are stores that we have today in that we have because they're in underserved communities, and there would be a pharmacy desert,
or maybe a food desert. And we have those stores for those purposes. So those were our likely places where we may kind of reposition a
store and put an Oak Street clinic in that particular store. That's one model. Another model is looking kind of broadly, where kind of
where the population is that you know, meet the criteria, Medicare Advantage, dual eligibles, underserved communities, where Oak Street
is today and then expanding out so that we kind of hit that population. That's how we're thinking about it so sometimes they could be
in a store, sometimes they could be close to a store, sometimes they could be adjacent to a store. The way we're going to use our stores,
you know, kind of those pharmacies and those minute clinics is to provide wraparound services, or sometimes when there's just a convenient
get your vaccine, you don't really need to go to the clinic. And those are the types of things maybe some smaller urgent types of things
that someone might need, we'll kind of use those stores as the wrap around to bring additional capacity to that Oak Street clinic.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>Ellen McGrit</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">Where does mental and behavioral health fit into your vision?</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B></B></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>Karen Lynch</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">It is front and center, it has to be part of the overall equation, we
as a company, are very committed to connecting the mental health and the physical health, Oak Street has part of their services
includes the behavioral health, I don't think you can think about health without including behavioral health. And when you're
serving, you know, patients, whether they be in Medicare, whether they're, you know, a woman who's suffering from postpartum
depression And I talk about this often, that women, you know, when they have babies, it's most joyful time of their life. At the
same time, more and more women suffer from postpartum depression, your care plan should include that conversation and that
discussion, and those access points for them. And I think, as you know, as kind of health care companies, we have to get better at
doing those kinds of holistic care plan so that we're getting in front of it. So it's central to how we think about health, it's
central to our platform for health. And it's central to the long-term strategy, this company and I think, for the U.S. health care
system, it has to be integrated.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>[Portion of text not included]</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 6pt 0 0"><B>Cautionary Statement Regarding Forward-Looking Statements</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 6pt 0 0">The Private Securities Litigation Reform Act of 1995 provides a safe
harbor for forward-looking statements made by or on behalf of CVS Health or Oak Street Health. The communications contain forward-looking
statements, which include all statements that do not relate solely to historical or current facts, such as statements regarding CVS Health&#8217;s
expectations, intentions or strategies regarding the future. In some cases, you can identify forward-looking statements by the following
words: &#8220;may,&#8221; &#8220;will,&#8221; &#8220;could,&#8221; &#8220;would,&#8221; &#8220;should,&#8221; &#8220;expect,&#8221; &#8220;intend,&#8221;
&#8220;plan,&#8221; &#8220;anticipate,&#8221; &#8220;believe,&#8221; &#8220;estimate,&#8221; &#8220;predict,&#8221; &#8220;project,&#8221;
&#8220;aim,&#8221; &#8220;potential,&#8221; &#8220;continue,&#8221; &#8220;ongoing,&#8221; &#8220;goal,&#8221; &#8220;can,&#8221; &#8220;seek,&#8221;
&#8220;target&#8221; or the negative of these terms or other similar expressions, although not all forward-looking statements contain
these words. Statements in these communications that are forward looking may include, but are not limited to, statements regarding the
benefits of the proposed acquisition of Oak Street Health and the associated integration plans, expected synergies and revenue opportunities,
anticipated future operating performance and results of CVS Health, the expected management and governance of Oak Street Health following
the acquisition and expected timing of the closing of the proposed acquisition and other transactions contemplated by the merger agreement
governing the Merger (the &#8220;Merger Agreement&#8221;). By their nature, all forward-looking statements are not guarantees of future
performance or results and are subject to risks and uncertainties that are difficult to predict and/or quantify. Such risks and uncertainties
include, but are not limited to: the occurrence of any event, change or other circumstance that could give rise to the right of CVS Health
or Oak Street Health or both of them to terminate the Merger Agreement, including circumstances requiring a party to pay the other party
a termination fee pursuant to the Merger Agreement; the failure to obtain applicable regulatory or Oak Street Health stockholder approval
in a timely manner or otherwise; the risk that the acquisition may not close in the anticipated timeframe or at all due to one or more
of the other closing conditions to the transaction not being satisfied or waived; the risk that there may be unexpected costs, charges
or expenses resulting from the proposed acquisition; risks related to the ability of CVS Health and Oak Street Health to successfully
integrate the businesses and achieve the expected synergies and operating efficiencies within the expected timeframes or at all and the
possibility that such integration may be more difficult, time consuming or costly than expected; risks that the proposed transaction disrupts
CVS Health&#8217;s or Oak Street Health&#8217;s current plans and operations; the risk that certain restrictions during the pendency of
the proposed transaction may impact CVS Health&#8217;s or Oak Street Health&#8217;s ability to pursue certain business opportunities or
strategic transactions; risks related to disruption of each company&#8217;s management&#8217;s time and attention from ongoing business
operations due to the proposed transaction; continued availability of capital and financing and rating agency actions; the risk that any
announcements relating to the proposed transaction could have adverse effects on the market price of CVS Health&#8217;s and/or Oak Street
Health&#8217;s common stock, credit ratings or operating results; the risk that the proposed transaction and its announcement could have
an adverse effect on the ability of CVS Health and Oak Street Health to retain and hire key personnel, to retain customers and to maintain
relationships with each of their respective business partners, suppliers and customers and on their respective operating results and businesses
generally, including with respect to Humana Inc. and its affiliates, which lease or license to Oak Street Health a majority of Oak Street
Health&#8217;s primary care centers; the risk of litigation that could be instituted against the parties to the Merger Agreement or their
respective directors, managers or officers and/or regulatory actions related to the proposed acquisition, including the effects of any
outcomes related thereto; risks related to unpredictable and severe or catastrophic events, including but not limited to acts of terrorism,
war or hostilities, cyber attacks, or the impact of the COVID-19 pandemic or any other pandemic, epidemic or outbreak of an infectious
disease in the United States or worldwide on CVS Health&#8217;s or Oak Street Health&#8217;s business, financial condition and results
of operations, as well as the response thereto by each company&#8217;s management;&nbsp;and other business effects, including the effects
of industry, market, economic, political or regulatory conditions. Also, CVS Health&#8217;s and Oak Street Health&#8217;s actual results
may differ materially from those contemplated by the forward-looking statements for a number of additional reasons as described in CVS
Health&#8217;s and Oak Street Health&#8217;s respective SEC filings, including those set forth in the Risk Factors section and under any
&#8220;Forward-Looking Statements&#8221; or similar heading in CVS Health&#8217;s or Oak Street Health&#8217;s respective most recently
filed Annual Report on Form 10-K, Oak Street Health&#8217;s Quarterly Report on Form 10-Q for the quarter ended September&nbsp;30, 2022
and CVS Health&#8217;s and Oak Street Health&#8217;s Current Reports on Form 8-K.</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 6pt 0 0">You are cautioned not to place undue reliance on CVS Health&#8217;s
or Oak Street Health&#8217;s forward-looking statements. CVS Health&#8217;s and Oak Street Health&#8217;s respective forward-looking statements
are and will be based upon each company&#8217;s management&#8217;s then-current views and assumptions regarding CVS Health&#8217;s proposed
acquisition of Oak Street Health, future events and operating performance, and are applicable only as of the dates of such statements.
Neither CVS Health nor Oak Street Health assumes any duty to update or revise forward-looking statements, whether as a result of new information,
future events, uncertainties or otherwise.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 6pt 0 0">The communications may include&nbsp;non-GAAP&nbsp;financial measures
that CVS Health uses to describe its performance. In accordance with SEC regulations, you can find the definitions of these&nbsp;non-GAAP&nbsp;measures,
as well as reconciliations to the most directly comparable GAAP measures, on the Investors portion of CVS Health&#8217;s website. Non-GAAP&nbsp;financial
measures should not be considered a substitute for, or superior to, financial measures determined or calculated in accordance with GAAP.
CVS Health&#8217;s definitions of its&nbsp;non-GAAP&nbsp;financial measures may not be comparable to similarly titled measures reported
by other companies. In addition, this presentation includes Oak Street Health&#8217;s projected adjusted EBITDA, a non-GAAP measure used
to describe Oak Street Health&#8217;s expected performance. We have not presented a reconciliation of this non-GAAP measure to Oak Street
Health&#8217;s projected net income, the most comparable GAAP financial measure, because the reconciliation could not be prepared without
unreasonable effort.&nbsp; The information necessary to prepare the reconciliation is not available on a forward-looking basis and cannot
be accurately predicted. The unavailable information could have a significant impact on the calculation of the comparable GAAP financial
measure.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 6pt 0 0"><B>Additional Information and Where to Find It</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 6pt 0 0">This communication is being made in respect to the proposed transaction
involving CVS Health and Oak Street Health. A meeting of the stockholders of Oak Street Health will be announced as promptly as practicable
to seek stockholder approval in connection with the proposed transaction. CVS Health and Oak Street Health intend to file relevant materials
with the SEC, including that Oak Street Health will file a preliminary and definitive proxy statement relating to the proposed transaction.
The definitive proxy statement will be mailed to Oak Street Health&#8217;s stockholders. The communications are not a substitute for the
proxy statement or any other document that may be filed by Oak Street Health with the SEC.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 6pt 0 0">BEFORE MAKING ANY DECISION, OAK STREET HEALTH STOCKHOLDERS ARE URGED
TO CAREFULLY READ THE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT
DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENTS
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 6pt 0 0">Any vote in respect of resolutions to be proposed at Oak Street Health&#8217;s
stockholder meeting to approve the proposed transaction or other responses in relation to the proposed transaction should be made only
on the basis of the information contained in Oak Street Health&#8217;s proxy statement. You will be able to obtain a free copy of the
proxy statement and other related documents (when available) filed by Oak Street Health and documents filed by CVS Health with the SEC
at the website maintained by the SEC at www.sec.gov or by accessing the Investor Relations section of Oak Street Health&#8217;s website
at https://www.oakstreethealth.com for documents filed by Oak Street Health or the Investors portion of CVS Health&#8217;s website at
https://investors.cvshealth.com for documents filed by CVS Health.</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 6pt 0 0"><B>No Offer or Solicitation</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 6pt 0 0">The communications are for information purposes only and is not intended
to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction,
pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction
in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section&nbsp;10
of the Securities Act of 1933, as amended.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 6pt 0 0"><B>Participants in the Solicitation</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 6pt 0 0">CVS Health, Oak Street Health and certain of their respective directors
and executive officers may be deemed to be participants in the solicitation of proxies from Oak Street Health&#8217;s stockholders in
connection with the proposed transaction. Information regarding CVS Health&#8217;s directors and executive officers is contained in CVS
Health&#8217;s Definitive Proxy Statement for its 2022 Annual Meeting of Stockholders filed with the SEC on April&nbsp;1, 2022 as updated
by CVS Health&#8217;s subsequent filings made on www.sec.gov. Information regarding Oak Street Health&#8217;s directors and executive
officers, including a description of their respective direct or indirect interests, by security holdings or otherwise, will be included
in the proxy statement described above. These documents (when available) may be obtained free of charge from the SEC&#8217;s website at
www.sec.gov or by accessing the Investor Relations section of Oak Street Health&#8217;s website at https://www.oakstreethealth.com for
documents filed by Oak Street Health or the Investors portion of CVS Health&#8217;s website at https://investors.cvshealth.com for documents
filed by CVS Health.</P>

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