1022079--2/17/2009--QUEST_DIAGNOSTICS

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{regulation, government, change}

{system, service, information}

{product, market, service}

{cost, operation, labor}

{financial, litigation, operation}

{condition, economic, financial}

{personnel, key, retain}

{operation, international, foreign}

{operation, natural, condition}

{debt, indebtedness, cash}

{property, intellectual, protect}

{product, liability, claim}

{product, candidate, development}

{regulation, change, law}

Recent changes in U.S., global, or regional economic conditions could have an adverse effect on our businesses. The clinical testing business is highly competitive, and if we fail to provide an appropriately priced level of service or otherwise fail to compete effectively it could have a material adverse effect on our net revenues and profitability. Our business could be adversely impacted if healthcare reform focuses on reducing healthcare costs but does not recognize the value and importance of diagnostic testing. Government payers, such as Medicare and Medicaid, have taken steps to control the utilization and reimbursement of healthcare services, including clinical test services. Healthcare plans have taken steps to control the utilization and reimbursement of healthcare services, including clinical test services. Business development activities are inherently risky, and integrating our operations with businesses we acquire may be difficult and, if unsuccessfully executed, may have a material adverse effect on our business. Our business could be negatively affected if we are unable successfully to continue to improve our efficiency. Adverse resolution of the investigation related to NID may cause us material losses and have an adverse impact on our business and reputation. We are subject to numerous legal and regulatory requirements governing our activities, and we may face substantial fines and penalties, and our business activities may be impacted, if we fail to comply. Failure to timely or accurately bill for our services could have a material adverse effect on our business. Failure in our information technology systems, including failures resulting from our systems conversions, could disrupt our operations and cause the loss of customers or business opportunities. Failure to develop, or acquire licenses for, new tests, technology and services could negatively impact our testing volume and net revenues. We may be subject to intellectual property litigation that could adversely impact our business. The development of new, more cost-effective tests that can be performed by our customers or by patients, or the internalization of testing by hospitals or physicians, could negatively impact our testing volume and net revenues. Our outstanding debt may impair our financial and operating flexibility. Our ability to attract and retain qualified employees is critical to the success of our business and the failure to do so may materially adversely affect our performance. Failure to establish, and perform to, appropriate quality standards to assure that the highest level of quality is observed in the performance of our testing services and in the design, manufacture and marketing of our products could adversely affect the results of our operations and adversely impact our reputation. The failure of our IT systems to keep pace with technological advances may significantly reduce our revenues or increase our expenses. Our operations and reputation may be impaired if we do not comply with privacy laws or information security policies. We are subject to numerous political, legal, operational and other risks as a result of our international operations which could impact our business in many ways. Our medical diagnostic products business is subject to numerous governmental regulations and it can be costly to comply with these regulations and to develop compliant diagnostics products. Our efforts to develop commercially successful medical diagnostic products may not succeed. Our operations may be adversely impacted by the effects of natural disasters such as hurricanes and earthquakes, hostilities or acts of terrorism and other criminal activities. Our business could be adversely impacted by CMS adoption of the new coding set for diagnoses. Adverse results in material litigation could have an adverse financial impact and an adverse impact on our client base and reputation. C AUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS

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1022079--2/17/2009--QUEST_DIAGNOSTICS_INC