1000736--3/2/2006--CAREMARK_RX

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{regulation, change, law}

The PBM industry is extremely competitive and competition could impair our ability to maintain existing customers and attract new customers, which could harm our business and financial results. If we lose relationships with one or more key pharmaceutical manufacturers or if the payments made by pharmaceutical manufacturers decline, our business and financial results could be adversely affected. The launch of generic pharmaceuticals into the marketplace may impact our financial results. We may be subject to liability claims for damages and other expenses that are not covered by insurance. Existing and new government legislative and regulatory action could adversely affect our business and financial results. Uncertainty regarding the implementation and impact of Medicare Part D may adversely impact our business and financial results. Efforts to reduce health care costs and alter health care financing practices could adversely affect our business. We are the subject of various legal proceedings. Prescription volumes may decline, and our net revenues and profitability may be negatively impacted, when products are withdrawn from the market or when increased safety risk profiles of specific drugs result in utilization decreases.

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1000736--3/2/2006--CAREMARK_RX_INC