Caremark Rx, Inc. Subsidiary AdvancePCS Settles With U.S. Government With No Admission of Wrongdoing.

NASHVILLE, Tenn. -- Caremark Rx, Inc. (NYSE: CMX) today announced that its subsidiary, AdvancePCS, has reached a settlement with the United States Government of certain allegations against AdvancePCS. The settlement resolves allegations made by the Federal Government arising from an investigation conducted by the United States Attorney's Office for the Eastern District of Pennsylvania that began in November 1999. The issues investigated relate only to certain AdvancePCS activities prior to its being acquired by Caremark in March 2004. In reaching the settlement, AdvancePCS expressly denied all allegations made against it and further denied that it had engaged in any wrongful or inappropriate conduct. The Government has agreed that the settlement agreement is not intended to be, and shall not be understood as, an admission of liability or wrongdoing by AdvancePCS.

Further, the settlement agreement states that nothing "shall be interpreted or construed as an agreement or acknowledgement by AdvancePCS as to whether any pharmaceutical manufacturer, customer, or other entity which has, or previously has had, a contract with AdvancePCS has at any time engaged in any of the conduct alleged."

"Caremark and the marketplace were aware of this situation prior to our acquisition of AdvancePCS. We evaluated the issue during the acquisition process, and we already have provided for it in the Company's financial statements," said Mac Crawford, Caremark Chairman, CEO, and President. "We are pleased with the settlement with the Federal Government as it allows us to avoid the expense, uncertainty and distraction of potentially time-consuming litigation. As the Government has stated, no allegations of misconduct of Caremark were at issue and we strongly stand behind the Company's business practices."

Under the terms of the settlement, AdvancePCS will pay the Federal Government $137.5 million to settle disputed claims and has agreed to adhere to certain business practices. AdvancePCS also has agreed to maintain a compliance program in accordance with a corporate integrity agreement. Caremark, which has voluntarily agreed to abide by the terms of the corporate integrity agreement, will have oversight of AdvancePCS' compliance obligations.

The settlement includes a release by the Federal Government of all civil and administrative monetary claims it may have arising under the False Claims Act, the Civil Monetary Penalties Law, the Program Fraud Civil Remedies Act, the Public Contract Anti-Kickback Act and various common law causes of action for certain conduct specified in the settlement agreement.

The settlement was approved on September 8, 2005 in the United States District Court for the Eastern District of Pennsylvania. At the time the settlement was approved, the Court ordered the unsealing of two related qui tam actions initially filed under seal by individual relators in which the Federal Government had intervened. In addition to resolving the allegations made by the Federal Government, the settlement resolves Federal civil monetary claims asserted by the relators in the qui tam actions. The settlement does not resolve State law claims alleged in the qui tam complaints.

Management will host an investor conference call to discuss this development.

Date: Thursday, September 8, 2005
                      Time: 1:00 pm Eastern Time
                         12:00 pm Central Time
                    Toll-Free Number: 888-596-9623
                    Toll/Int'l Number: 706-634-6560
                        Conference ID: 9404133
                         Leader: Mac Crawford
              Replay Number: 800-642-1687 or 706-645-9291

The Call will be broadcast live as well as replayed through the Internet. The webcast can be accessed through the "Investor Relations" page on the Caremark Rx, Inc. website at www.caremarkrx.com and will be available for two weeks, through Midnight, September 22, 2005. RealPlayer or Windows Media will be required in order to listen to the webcast. A link to a free download will be available at www.caremarkrx.com. A taped replay of the call will also be available beginning at 3:30 pm Eastern Time on September 8, 2005, until Midnight Eastern Time September 22, 2005, by calling the replay number listed above.

About Caremark Rx

Caremark Rx, Inc. is a leading pharmaceutical services company, providing through its affiliates comprehensive drug benefit services to over 2,000 health plan sponsors and their plan participants throughout the U.S. Caremark's clients include corporate health plans, managed care organizations, insurance companies, unions, government agencies and other funded benefit plans. The Company operates a national retail pharmacy network with over 60,000 participating pharmacies, seven mail service pharmacies, the industry's only FDA-regulated repackaging plant and 21 licensed specialty pharmacies for delivery of advanced medications to individuals with chronic or genetic diseases and disorders.

Additional information about Caremark Rx is available on the World Wide Web at www.caremarkrx.com.

Forward Looking Statement

This press release contains statements that constitute "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934 as amended by the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" contained in this press release include the intent, belief or current expectations of the Company and members of its senior management team with respect to any future litigation or governmental investigations. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance, involve risks and uncertainties and that actual results may differ materially from those contemplated by such forward-looking statements. Important factors currently known to management that could cause actual results to differ materially from those contemplated by the forward-looking statements in this press release include, but are not limited to, adverse developments with respect to the Company's operating plan and objectives, as well as adverse developments in the healthcare or pharmaceutical industry generally. Additional factors that could cause actual results to differ materially from those contemplated in this press release can be found in the Company's Annual Report on Form 10-K for the year ended December 31, 2004, and the Company's other periodic filings from time to time with the SEC.