1054833--2/28/2008--COVENTRY_HEALTH_CARE

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{regulation, government, change}

{debt, indebtedness, cash}

{capital, credit, financial}

{cost, contract, operation}

{acquisition, growth, future}

{financial, litigation, operation}

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{provision, law, control}

{product, market, service}

{condition, economic, financial}

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Our results of operations may be adversely affected if we are unable to accurately estimate and control future health care costs. Our results of operations will be adversely affected if we are unable to increase premiums to offset increases in our health care costs. We conduct business in a heavily regulated industry and changes in laws or regulations or alleged violations of regulations could adversely affect our business and results of operations. We may be adversely affected by changes in government funding for Medicare and Medicaid. A reduction in the number of members in our health plans could adversely affect our results of operations. Our growth strategy is dependent in part upon our ability to acquire additional managed care businesses and successfully integrate those businesses into our operations. Competition may limit our ability to attract new members or to increase or maintain our premium rates, which would adversely affect our results of operations. Competition in the multi-site, national account business may limit our ability to grow revenues which could adversely affect our results of operations. We depend on the services of non-exclusive independent agents and brokers to market our products to employers, and we can not assure you that they will continue to market our products in the future. Our failure to obtain cost-effective agreements with a sufficient number of providers may result in higher medical costs and a decrease in our membership. Negative publicity regarding the managed health care industry generally, or our Company in particular, could adversely affect our results of operations or business. A failure of our information technology systems could adversely affect our business. We face periodic reviews, audits and investigations under our contracts with federal and state government agencies, and these audits could have adverse findings that may negatively affect our business. We are subject to litigation in the ordinary course of our business, including litigation based on new or evolving legal theories that could adversely affect our results of operations. Our stock price and trading volume may be volatile. Our indebtedness imposes restrictions on our business and operations. Our ability to generate sufficient cash to service our indebtedness will depend on numerous factors beyond our control. A substantial amount of our cash flow is generated by our regulated subsidiaries. Our certificate of incorporation and bylaws and Delaware law could delay, discourage or prevent a change in control of our Company that our stockholders may consider favorable. Changes in general economic conditions could adversely affect our business and results of operations. Our efforts to capitalize on Medicare business opportunities could prove to be unsuccessful.

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1054833--2/28/2008--COVENTRY_HEALTH_CARE_INC