UNITED HEALTHCARE CORP
8-K, 1995-08-03
HOSPITAL & MEDICAL SERVICE PLANS
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<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D. C.  20549

                                   ----------


                                    FORM 8-K


                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934



       Date of Report (Date of earliest event reported):   AUGUST 3, 1995
                                                           --------------



                         UNITED HEALTHCARE CORPORATION
                         -----------------------------
               (exact name of registrant as specified in charter)



                                   MINNESOTA
                                   ---------
                 (State or other jurisdiction of incorporation)


             0-13253                             41-1321939
             -------                             ----------
     (Commission File Number)          (IRS Employer Identification No.)


        300 OPUS CENTER, 9900 BREN ROAD EAST, MINNETONKA, MN      55343
        ---------------------------------------------------------------
              (Address of principal executive offices)       (Zip Code)


      Registrant's telephone number, including area code:  (612) 936-1300
                                                           --------------
<PAGE>
 
Item 5.  Other Events
- ---------------------

On August 3, 1995, the Registrant announced its financial results for the second
quarter ended June 30, 1995.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
- ----------------------------------------------------------------------------

(c)  Exhibits
- ---  --------

     Exhibit 99.1 - United HealthCare Corporation Press Release, dated August 3,
     1995.

     Exhibit 99.2 - Supplemental Financial Schedules related to financial
     results for the second quarter ended June 30, 1995.

                                       2
<PAGE>
 
                                   SIGNATURES
                                   ----------

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                              UNITED HEALTHCARE CORPORATION
                              -----------------------------------
                                      (Registrant)


                              By  /s/ David P. Koppe
                                  --------------------------------
                                  David P. Koppe
                                  Vice President, Treasurer and
                                  Chief Financial Officer


Date:  August 3, 1995

                                       3
<PAGE>
 
                                 EXHIBIT INDEX

                                        


Exhibit Number  Description                                             Page No.
- --------------  -----------                                             ------- 

99.1            United HealthCare Corporation Press Release dated           5
                August 3, 1995.                               

99.2            Supplemental Financial Schedules related to financial      13
                results for the second quarter ended June 30, 1995.

                                       4

<PAGE>
 
                                                                    Exhibit 99.1


[LOGO OF UNITED HEALTHCARE CORPORATION]
- --------------------------------------------------------------------------------
News Release
- --------------------------------------------------------------------------------
United HealthCare Corporation(SM)

 
                             CONTACTS:   David Koppe, CFO
                                         (612) 936-7211

                                         Bernard McDonagh
                                         Vice President, Investor
                                         Relations
                                         (612) 936-7214

                                         Noreen Conway, Vice President
                                         Public Relations and
                                         Communications
                                         (612) 936-1125


(For Immediate Release)

                    UNITED HEALTHCARE REPORTS SECOND QUARTER
                       NET EARNINGS GROWTH OF 20 PERCENT

              SAME-STORE ENROLLMENT UP 17 PERCENT YEAR-OVER-YEAR;
                       GAINS SEEN IN MEDICARE ENROLLMENT;
                        LOW MEDICAL COST TRENDS CONTINUE


     MINNEAPOLIS (August 3, 1995) -- United HealthCare Corporation (NYSE:UNH)
announced today that total revenues for the second quarter ended June 30, 1995
increased 23 percent to $1.16 billion compared to $939.5 million for the same
period a year ago.  Second quarter net earnings were $89.9 million, up 20
percent from comparable net earnings of $74.9 million for last year's second
quarter.  Second quarter 1995 earnings per share were $0.51, a 19 percent
increase over comparable earnings per share of $0.43 for the second quarter of
1994.

(In the second quarter of 1994, the company recorded nonrecurring, non-operating
merger costs of $35.9 million associated with its May 1994 acquisitions of
Complete Health Services, Inc. and Ramsay-HMO, Inc.  This reduced second quarter
1994 net earnings before extraordinary gain by $22.3 million, or $0.13 per
share, and resulted in reported second quarter 1994 net earnings before
extraordinary gain of $0.30 per share.  In addition, the company's May 1994 sale
of its subsidiary Diversified Pharmaceutical Services, Inc. resulted in a second
quarter 1994 extraordinary gain of $1.38 billion, or $7.85 per share.)

                                    (more)

Public Relations and Communications

P.O. Box 1459
Minneapolis, Minnesota 55440-1459
(612) 936-3693
<PAGE>
 
United HealthCare Corporation
Second Quarter Results
August 3, 1995 -- p. 2


For the six months ended June 30, 1995, total revenues increased 23 percent to
$2.26 billion, compared to $1.84 billion for the same period a year ago.  Net
earnings for the six-month 1995 period were $179.3 million, up 23 percent from
comparable net earnings of $145.3 million for the six-month period in 1994.
Earnings per share for the six-month 1995 period were $1.02, a 23 percent
increase over comparable earnings per share of $0.83 for the six-month period in
1994.

United HealthCare Chairman and CEO William McGuire said, "We are pleased with
the second quarter and six month results, particularly during this period of
challenging market conditions and at a time we are making sizable internal
investments in new business development.  The strong growth in commercial
enrollment and the acceleration of growth in Medicare enrollment that were seen
during the quarter are very encouraging.  While continued investments in new
products and programs have resulted in higher selling, general and
administrative costs, we believe this will have a positive impact on the ongoing
development of United HealthCare.  We are particularly pleased to see that our
medical cost trends remain stable and in the low single digits.  The minor
increase in the medical expense ratio is predominately a reflection of declines
in Medicaid reimbursement rates in certain Medicaid markets, and because of our
internal decision to selectively increase Medicaid provider reimbursements.  Our
commercial business has remained very strong.  Inpatient utilization in
particular has continued to decrease.  We are encouraged that we have not seen
any unusual or unanticipated system-wide increases in medical costs."

ADDITIONAL HIGHLIGHTS
- ---------------------

ENROLLMENT:  Year-over-year same-store enrollment in owned health plans
increased 17 percent, or 399,700 enrollees, with strong growth seen in all
segments.  Commercial enrollment was up 16 percent, Medicaid 24 percent, and
Medicare 21 percent.

Second quarter 1995 same-store growth was the best second quarter enrollment in
the company's history, with the addition of 78,400 members.  This compares to
the 57,700 enrollees added in the same quarter a year ago.  For the six months
ended in June 1995, the company added a total of 264,700 members.

"Our strong second quarter enrollment growth is very encouraging," said Dr.
McGuire, "particularly in light of the fact that our Medicare initiatives are
just beginning, and we are still awaiting the start of a number of state managed
care Medicaid programs.  In addition, we are very pleased with our strong
second-quarter commercial enrollment growth given the competitive premium rate
environment in some of our markets.  We continue to believe that same-store
enrollment gains of 15-20 percent remain attainable in 1995."

                                    (more)
<PAGE>
 
United HealthCare Corporation
Second Quarter Results
August 3, 1995 -- p. 3

 
 
                         UNITED HEALTHCARE CORPORATION
                         OWNED HEALTH PLAN ENROLLMENT

<TABLE> 
<CAPTION> 
 
                                      JUNE 30,           DECEMBER 31,
                                    1995         1994            1994
                                    ----         ----            ----
<S>                            <C>          <C>          <C>
Enrollment (re-stated
 for pooled acquisitions
 only)
    Commercial                 2,342,300    1,706,200       1,790,500
    Medicaid                     313,500      253,000         285,400
    Medicare                     124,600      102,600         108,900
                               ---------    ---------       ---------
 
      Total                    2,780,400    2,061,800       2,184,800
                               ---------    ---------       ---------
 
Enrollment (same-store
  re-stated for all
  acquisitions)
    Commercial                 2,342,300    2,025,100       2,121,400
    Medicaid                     313,500      253,000         285,400
    Medicare                     124,600      102,600         108,900
                               ---------    ---------       ---------
 
      Total                    2,780,400    2,380,700       2,515,700
                               ---------    ---------       ---------
 
</TABLE>



MEDICAL COSTS:  The company noted that the medical expense ratio, the percent of
premium revenue expensed as medical costs, rose slightly in the second quarter
to 78.6 percent from the 78.1 percent reported for the same quarter a year ago
and from the 78.0 percent reported last quarter.

   Commercial and Medicare product results remain very good. For the company's
commercial products, medical cost trends remain in the 1-2 percent range.
Hospital utilization is flat to down, with a very small reciprocal increase in
utilization in the outpatient component of medical costs noted in a few markets.


                                    (more)
<PAGE>
 
United HealthCare Corporation
Second Quarter Results
August 3, 1995 -- p. 4



Physician costs have risen only modestly in some of the company's markets, while
they have decreased in others.

   The majority of the second-quarter increase in the medical expense ratio
resulted from the company's Medicaid programs.  Several sites contributed to the
increase including:

   .   The company's new, increased Medicaid enrollment in Rhode Island has had
       an initial higher medical expense ratio than experienced in other
       markets.  This is not totally unexpected, since this is the first program
       of its type in that state.  This higher utilization should abate over
       time as the company gains more experience with the Medicaid population in
       this market.

   .   The company has a very successful, well-regarded Medicaid product in
       Illinois and continues to await implementation of the state's previously
       announced decision to expand its managed care program for Medicaid.  In
       anticipation of a larger enrollment base, the company made a strategic
       decision to strengthen its provider network and increase reimbursement to
       its Medicaid providers in early 1995.  This has resulted in a slight
       increase in costs at this site.

   .   The company has received some Medicaid rate reductions in 1995,
       particularly in Ohio.  This resulted in a small increase in medical
       expense ratio for that service line.

   SG&A COSTS:  SG&A spending was 14.6 percent of revenues for the second
quarter of 1995, up sequentially from the 14.3 percent for the first quarter,
but down significantly from the 15.8 percent reported for the same quarter a
year ago.  The sequential increase in spending was due to the company's
continued investments in new and existing programs, including:

       MEDICARE:  The company remains on-track to meet its goal of having risk
       contracts in all of its major owned health plan markets by March 1996.
       This effort requires high front-end investments which were manifest in
       the second quarter administrative expenses.  The addition of 10,000 new
       Medicare members in the second quarter is a record for the company and
       reflects the early positive results of these efforts.  The company
       expects continued acceleration in Medicare enrollment in the future
       because of these efforts.

                                    (more)
<PAGE>
 
United HealthCare Corporation
Second Quarter Results
August 3, 1995 -- p. 5



       INTERNATIONAL:  Spending continues on various international initiatives.
       The company believes that there are attractive opportunities in this area
       and that it is well-positioned to take advantage of them in the future.

         CARE FOR THE AGED:  Prospects for specialty programs in this area look
       particularly encouraging, and the company continues to invest in their
       development.  Three sites are now operational under the EverCare
       Demonstration Project with HCFA, and six more are in development.
       Sequentially more positive financial results are expected from these
       ongoing efforts.


   MANAGED AND SPECIALTY SERVICES:  These businesses performed very well in the
quarter.  Revenue and operating income each grew 8 percent on a sequential basis
from the first quarter of 1995.  Managed health plans realized a strong 19
percent enrollment growth for the 12-month period.  Results from the managed
health plans and the company's mental health business, United Behavioral
Systems, were the primary drivers of these favorable results.  Managed health
plans and specialty services continue to be an important source of revenue and
earnings for United.

   "Overall, we are pleased with our second quarter results," said Dr. McGuire.
"Our enrollment growth has been strong in all segments, and despite a more
competitive market for commercial enrollees, we have maintained our pricing
discipline.  Looking ahead, our pending acquisition of MetraHealth will create
an even stronger company with enhanced prospects for superior growth in revenues
and earnings.  We look forward to our company having a broader array of products
and skills, expanded sites of service, and additional types of customers as we
continue the growth and development of United HealthCare."

   United HealthCare Corporation is a national leader in health care management,
serving purchasers, users, managers and providers of health care since 1974.
The company's broad range of products is offered through 21 locally-based owned
and managed health plans, whose membership exceeds 3.8 million, and its non-
geographically bounded specialty care management companies, which serve the
needs of 27 million-plus lives.


                                   # # # # #
<PAGE>
 
                         UNITED HEALTHCARE CORPORATION
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                     (in thousands, except per share data)
                                  (unaudited)
<TABLE>
<CAPTION>
 
                                              Three Months Ended         Six Months Ended
                                                   June 30                   June 30
                                                   -------                   -------
                                                 1995         1994         1995         1994
                                                 ----         ----         ----         ----
<S>                                        <C>          <C>          <C>          <C>
REVENUES
Premiums                                   $1,048,773   $  835,702   $2,053,262   $1,640,693
Management Service                             68,749       77,552      133,973      158,974
Investment Income and Other                    40,423       26,211       74,545       43,354
                                           ----------   ----------   ----------   ----------
 
         Total Revenues                     1,157,945      939,465    2,261,780    1,843,021
                                           ----------   ----------   ----------   ----------
 
OPERATING EXPENSES
Medical Costs                                 824,161      652,266    1,607,662    1,281,844
Selling, General and
 Administrative Costs                         169,519      148,168      327,097      291,534
Depreciation and Amortization                  20,384       16,378       40,049       32,281
                                           ----------   ----------   ----------   ----------
 
         Total Operating Expenses           1,014,064      816,812    1,974,808    1,605,659
                                           ----------   ----------   ----------   ----------
 
EARNINGS FROM OPERATIONS                      143,881      122,653      286,972      237,362
                                           ----------   ----------   ----------   ----------
 
Interest Expense                                 (378)        (569)        (558)      (1,137)
Merger Costs                                       --      (35,940)          --      (35,940)
                                           ----------   ----------   ----------   ----------
 
EARNINGS BEFORE INCOME TAXES,
 MINORITY INTERESTS AND
 EXTRAORDINARY GAIN                           143,503       86,144      286,414      200,285
 
Provision for Income Taxes                    (53,096)     (33,031)    (105,974)     (76,098)
 Minority Interests in Net
 Earnings of consolidated
 Subsidiaries                                    (528)        (457)      (1,129)      (1,133)
                                           ----------   ----------   ----------   ----------
 
NET EARNINGS BEFORE
 EXTRAORDINARY GAIN                            89,879       52,656      179,311      123,054
                                           ----------   ----------   ----------   ----------
 
Extraordinary Gain on Sale of
 Subsidiary, net of Income
 Taxes of $808,758                                 --    1,377,075           --    1,377,075
                                           ----------   ----------   ----------   ----------
 
NET EARNINGS                               $   89,879   $1,429,731   $  179,311   $1,500,129
 
Net Earnings Per Share Before
 Extraordinary Gain                             $0.51        $0.30        $1.02        $0.70
Extraordinary Gain Per Share                       --         7.85           --         7.86
                                           ----------   ----------   ----------   ----------
Net Earnings Per Share                          $0.51        $8.15        $1.02        $8.56
 
Weighted Average Number of Common
 Shares Outstanding                           176,304      175,490      176,390      175,160
 
 
</TABLE>
<PAGE>
 
                         UNITED HEALTHCARE CORPORATION
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
 
 
                                    JUNE 30, 1995   DECEMBER 31, 1994
                                    -------------   -----------------
                                     (UNAUDITED)
<S>                                 <C>             <C>
ASSETS
 Cash and Short-term Investments       $1,031,172          $1,654,336
 Other Current Assets                     272,943             253,879
 Long-Term Investments                  1,456,333           1,115,054
 Other Long Term Assets                   995,538             466,210
                                       ----------          ----------
 
  TOTAL ASSETS                         $3,755,986          $3,489,479
 
LIABILITIES AND
 SHAREHOLDERS' EQUITY
 Medical Services Payables             $  473,612          $  443,559
 Other Current Liabilities                230,051             220,743
 Long-term Obligations                     20,545              24,275
  TOTAL LIABILITIES                       724,208             688,577
 
Minority Interests                          6,374               5,446
Shareholders' Equity                    3,025,404           2,795,456
 
  TOTAL LIABILITIES AND
   SHAREHOLDERS' EQUITY                $3,755,986          $3,489,479
 
 
</TABLE>
<PAGE>
 
                         UNITED HEALTHCARE CORPORATION
                                EARNINGS REPORT*
                     (In thousands, except per share data)


<TABLE>
<CAPTION>
 
                                                 Three Months Ended
                                            June 30, 1995  June 30, 1994
                                            -------------  -------------
 
<S>                                         <C>            <C>
Revenues                                       $1,157,945     $  939,465
 
Net earnings before extraordinary gain         $   89,879         52,656
Extraordinary gain on sale of subsidiary               --      1,377,075
Net earnings                                       89,879     $1,429,731
 
Net earnings per share before
  extraordinary gain                           $     0.51     $     0.30*
Extraordinary gain per share                           --           7.85
Net earnings per share                         $     0.51     $     8.15
 
Average number of common shares
  outstanding                                     176,304        175,490
 
                                                  Six Months Ended
                                            June 30, 1995  June 30, 1994
                                            -------------  -------------
 
Revenues                                       $2,261,780     $1,843,021
 
Net earnings before extraordinary gain         $  179,311     $  123,054
Extraordinary gain on sale of subsidiary               --      1,377,075
Net earnings                                   $  179,311     $1,500,129
 
Net earnings per share before
  extraordinary gain                           $     1.02     $     0.70*
Extraordinary gain per share                           --           7.86
Net earnings per share                         $     1.02     $     8.56
 
Average number of common shares
  outstanding                                     176,390        175,160
 
</TABLE>

*The financial information for the three and six months ended June 30, 1994, has
been restated to include the results of Ramsay-HMO, Inc. and Complete Health
Services, Inc. in accordance with pooling of interests accounting.  Excluding
the nonrecurring, non-operating costs of $35.9 million associated with the
Ramsay and Complete mergers, net earnings before extraordinary gain for the
three and six months ended June 30, 1994 would have been $74,939 and $145,337,
respectively, or $0.43 and $0.83 per share.

<PAGE>

                                                                    EXHIBIT 99.2

                                                                      SCHEDULE A

                         UNITED HEALTHCARE CORPORATION
               QUARTERLY ANALYSIS FOR THE QUARTER ENDED 06/30/95
                            (Unaudited)    (000's)
<TABLE>
<CAPTION>


                                                                                                                  % CHANGE 
                                                          3 MONTHS ENDED     %        3 MONTHS ENDED      %      06/30/94 to
REVENUES:                                                  06/30/95 (4)   REVENUE        06/30/94      REVENUE    06/30/95   
                                                          --------------  -------     --------------   -------   -----------
<S>                                                       <C>             <C>         <C>              <C>       <C>
    PREMIUM ...........................................    $1,048,773       90.6%       $  835,702       89.0%       25.5%     
    MANAGEMENT SERVICES ...............................        68,749        5.9%           77,552        8.2%      -11.4%
    INVESTMENT INCOME..................................        40,423        3.5%           26,211        2.8%       54.2%
                                                           ----------      ------       ----------      ------      ------
      TOTAL REVENUES ..................................     1,157,945      100.0%          939,465      100.0%       23.3%
                                                           ----------      ------       ----------      ------      ------
OPERATING EXPENSES:                                      
                                                         
    MEDICAL COSTS (1) .................................       824,161       78.6%(1)       652,266       78.1%(1)    26.4%
    SELLING, GENERAL & ADMINISTRATION .................       169,519       14.6%          148,168       15.8%       14.4%
    DEPRECIATION & AMORTIZATION .......................        20,384        1.8%           16,378        1.7%       24.5%
                                                           ----------      ------       ----------      ------      ------
      TOTAL OPERATING EXPENSES ........................     1,014,064       87.6%          816,812       86.9%       24.1%
                                                           ----------      ------       ----------      ------      ------
EARNINGS FROM OPERATIONS ..............................       143,881       12.4%          122,653       13.1%       17.3%
                                                         
INTEREST EXPENSE ......................................          (378)                        (569)                 -33.6%
MERGER COSTS (2) ......................................            --                      (35,940)(2)
                                                           ----------                   ----------                         
EARNINGS BEFORE INCOME TAXES AND MINORITY               
  INTERESTS AND EXTRAORDINARY GAIN ....................       143,503                       86,144                   66.6%
                                                         
PROVISION FOR INCOME TAXES ............................       (53,096)                     (33,031)                  60.7%
                                                         
MINORITY INTERESTS ....................................          (528)                        (457)                  15.5%
                                                           ----------                   ----------                         
NET EARNINGS BEFORE EXTRAORDINARY GAIN ................        89,879                       52,656 (2)               70.7%

EXTRAORDINARY GAIN ON SALE OF SUBSIDIARY,                
  NET OF INCOME TAXES OF $808,758 (3)..................            --                    1,377,075 (3)
                                                           ----------                   ----------                         
NET EARNINGS ..........................................    $   89,879                    1,429,731                             
                                                           ==========                   ==========   
WEIGHTED AVERAGE NUMBER OF COMMON                        
 SHARES OUTSTANDING:                                          176,304                      175,490
                                                           ==========                   ==========   
EARNINGS PER SHARE:                                      
   NET EARNINGS BEFORE EXTRAORDINARY GAIN (2)              $     0.51                         0.30 (2)                         
   EXTRAORDINARY GAIN (3)                                          --                         7.85 (3)
                                                           ----------                   ----------                         
   NET EARNINGS PER SHARE                                  $     0.51                         8.15                             
                                                           ==========                   ==========   


                                                                                                                  % CHANGE 
                                                          6 MONTHS ENDED     %        6 MONTHS ENDED      %      06/30/94 to
REVENUES:                                                  06/30/95 (4)   REVENUE        06/30/94      REVENUE    06/30/95   
                                                          --------------  -------     --------------   -------   -----------

    PREMIUM ...........................................    $2,053,262       90.8%        1,640,693       89.0%       25.1%
    MANAGEMENT SERVICES ...............................       133,973        5.9%          158,974        8.6%      -15.7%
    INVESTMENT INCOME..................................        74,545        3.3%           43,354        2.4%       71.9%
                                                           ----------      ------       ----------      ------      ------
      TOTAL REVENUES ..................................     2,261,780      100.0%        1,843,021      100.0%       22.7%
                                                           ----------      ------       ----------      ------      ------
OPERATING EXPENSES:                                      

    MEDICAL COSTS (1) .................................     1,607,662       78.3%(1)     1,281,844       78.1%(1)    25.4%
    SELLING, GENERAL & ADMINISTRATION .................       327,097       14.5%          291,534       15.8%       12.2%
    DEPRECIATION & AMORTIZATION .......................        40,049        1.8%           32,281        1.8%       24.1%
                                                           ----------      ------       ----------      ------      ------
      TOTAL OPERATING EXPENSES ........................     1,974,808       87.3%        1,605,659       87.1%       23.0%
                                                           ----------      ------       ----------      ------      ------
EARNINGS FROM OPERATIONS ..............................       286,972       12.7%          237,362       12.9%       20.9%
                                                         
INTEREST EXPENSE ......................................          (558)                      (1,137)                 -50.9%
MERGER COSTS (2) ......................................            --                      (35,940)(2)
                                                           ----------                   ----------                  ------
EARNINGS BEFORE INCOME TAXES AND MINORITY               
  INTERESTS AND EXTRAORDINARY GAIN ....................       286,414                      200,285                   43.0%
                                                         
PROVISION FOR INCOME TAXES ............................      (105,974)                     (76,098)                  39.3%
                                                         
MINORITY INTERESTS ....................................        (1,129)                      (1,133)                  -0.4%
                                                           ----------                   ----------                  ------
NET EARNINGS BEFORE EXTRAORDINARY GAIN ................       179,311                      123,054 (2)               45.7%
                                                         
EXTRAORDINARY GAIN ON SALE OF SUBSIDIARY,                
  NET OF INCOME TAXES OF $808,758 (3)..................            --                    1,377,075 (3)
                                                           ----------                   ----------                
                                                         
NET EARNINGS ..........................................    $  179,311                   $1,500,129
                                                           ==========                   ==========        
WEIGHTED AVERAGE NUMBER OF COMMON                        
 SHARES OUTSTANDING:                                          176,390                      175,160
                                                           ==========                   ==========        
EARNINGS PER SHARE:                                      
   NET EARNINGS BEFORE EXTRAORDINARY GAIN (2)              $     1.02                   $     0.70 (2)
   EXTRAORDINARY GAIN (3)                                          --                         7.86 (3)
                                                           ----------                   ----------    
   NET EARNINGS PER SHARE                                  $     1.02                   $     8.56
                                                           ==========                   ==========        

</TABLE> 

Note:  All periods presented have been restated to include the results of Ramsay
       HMO Inc., and Complete Health Services Inc. in accordance with pooling of
       interests accounting. The Ramsay and Complete mergers occurred on May 31,
       1994.

(1)  Ratio of medical costs to premium revenue. Ratio includes health plans and
     United Behavioral Systems.

(2)  Second quarter 1994 merger costs include professional fees and other direct
     costs associated with the May, 1994 merger of United HealthCare Corporation
     and Ramsay HMO Inc., & Complete Health Services Inc. These costs were $35.9
     million before tax, $22.3 million after tax, and reduced net earnings per
     share before extraordinary gain by $.13.

(3)  On May 27, 1994, the Company completed the sale of its subsidiary
     Diversified Pharmaceutical Services to SmithKline Beecham for $2.3 billion,
     resulting in a net after tax gain of $1.38 billion or $7.85 EPS for the
     quarter. Post disposition results of DPS are not included.

(4)  Includes post acquisition operating results of GenCare Health Systems, Inc.
     acquired on January 3, 1995 and Group Sales and Service of Puerto Rico,
     Inc. acquired on February 28, 1995.
<PAGE>
<TABLE>
<CAPTION>
                                                                                                                          SCHEDULE B
                                                   UNITED HEALTHCARE CORPORATION
                                                     QUARTERLY TREND ANALYSIS
                                                            (Unaudited)
                                                              (000's)

                                                                                                         % CHG FROM
                                                     2ND QTR          %         3RD QTR          %         2ND QTR      4TH QTR
                                                      1994         REVENUE        1994        REVENUE        1994         1994
                                                   ----------      -------      --------      -------    ----------     --------
<S>                                                <C>             <C>          <C>           <C>          <C>          <C>
REVENUES:
   PREMIUM.....................................    $  835,702        89.0%      $858,228        89.7%        2.7%       $877,317
   MANAGEMENT SERVICES.........................        77,552         8.2%        59,820         6.3%      -22.9%         55,822
   INVESTMENT INCOME...........................        26,211         2.8%        38,786         4.0%       48.0%         35,888
                                                   ----------      -------      --------      -------    ----------     --------

   TOTAL REVENUES..............................       939,465       100.0%       956,834       100.0%        1.8%        969,027
                                                   ----------      -------      --------      -------    ----------     --------

OPERATING EXPENSES:
   MEDICAL COSTS (1) ..........................       652,266        78.1%(1)    675,650        78.7%(1)     3.6%        685,613
   SELLING, GENERAL & ADMIN....................       148,168        15.8%       133,462        13.9%       -9.9%        130,653
   DEPRECIATION & AMORT........................        16,378         1.7%        16,258         1.7%       -0.7%         15,540
                                                   ----------      -------      --------      -------    ----------     --------

   TOTAL OPERATING EXPENSES....................       816,812        86.9%       825,370        86.3%        1.0%        831,806
                                                   ----------      -------      --------      -------    ----------     --------

EARNINGS FROM OPERATIONS.......................       122,653        13.1%       131,464        13.7%        7.2%        137,221

INTEREST EXPENSE...............................          (569)                      (413)                  -27.4%           (613)
MERGER COSTS (2)  .............................       (35,940)(2)                   ----                     ----           ---- 
                                                   ----------                   --------                 ----------     --------

EARNINGS BEFORE INCOME TAXES, MINORITY
 INTERESTS AND EXTRAORDINARY GAIN..............        86,144                    131,051                    52.1%        136,608

PROVISION FOR INCOME TAXES.....................       (33,031)                   (49,810)                   50.8%        (51,914)

MINORITY INTERESTS.............................          (457)                      (399)                    ----           (451)
                                                   ----------                   --------                 ----------     --------
NET EARNINGS BEFORE EXTRAORDINARY GAIN                 52,656 (2)                 80,842                See Note (2)      84,243

EXTRAORDINARY GAIN ON SALE OF SUBSIDIARY,
  NET OF INCOME TAXES OF $808,758 (3)..........     1,377,075 (3)                   ----                                    ----
                                                   ----------                   --------                                --------

NET EARNINGS ..................................    $1,429,731                   $ 80,842                                $ 84,243
                                                   ==========                   ========                                ========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING:                            175,490                    176,038                     0.3%        176,573
                                                   ==========                   ========                 =========      ========

EARNINGS PER SHARE:
   NET EARNINGS BEFORE EXTRAORDINARY GAIN (2)      $     0.30 (2)               $   0.46                See Note (2)    $   0.48
   EXTRAORDINARY GAIN (3)                                7.85 (3)                   ----                                    ----
                                                   ----------                   --------                                --------
   NET EARNINGS PER SHARE                          $     8.15                   $   0.46                                $   0.48
                                                   ==========                   ========                                ========


                                                              % CHG FROM                                  % CHG FROM
                                                      %         3RD QTR         1ST QTR           %         4TH QTR
                                                   REVENUE       1994           1995 (4)       REVENUE       1994
                                                   -------    ----------        --------       -------    ----------
REVENUES:
   PREMIUM.....................................      90.5%        2.2%        $1,004,489        91.0%       14.5%
   MANAGEMENT SERVICES ........................       5.8%       -6.7%            65,224         5.9%       16.8%
   INVESTMENT INCOME...........................       3.7%       -7.5%            34,122         3.1%       -4.9%
                                                   -------    ----------      ----------       -------    ----------

   TOTAL REVENUES..............................     100.0%        1.3%         1,103,835       100.0%       13.9%
                                                   -------    ----------      ----------       -------    ----------

OPERATING EXPENSES:
   MEDICAL COSTS (1) ..........................      78.1%(1)     1.5%           783,501        78.0%(1)    14.3%
   SELLING, GENERAL & ADMIN....................      13.5%       -2.1%           157,578        14.3%       20.6%
   DEPRECIATION & AMORT........................       1.6%       -4.4%            19,665         1.8%       26.5%
                                                   -------    ----------      ----------       -------    ----------

   TOTAL OPERATING EXPENSES....................      85.8%        0.8%           960,744        87.0%       15.5%
                                                   -------    ----------      ----------       -------    ----------

EARNINGS FROM OPERATIONS.......................      14.2%        4.4%           143,091        13.0%        4.3%

INTEREST EXPENSE...............................                  48.4%              (180)                  -70.6%
MERGER COSTS (2)  .............................                  ----               ----                    ----
                                                              ----------      ----------                  ----------

EARNINGS BEFORE INCOME TAXES, MINORITY
 INTERESTS AND EXTRAORDINARY GAIN..............                   4.2%           142,911                     4.6%

PROVISION FOR INCOME TAXES.....................                   4.2%           (52,878)                    1.9%

MINORITY INTERESTS.............................                  ----               (601)                   ----
                                                              ----------      ----------                  ----------

NET EARNINGS BEFORE EXTRAORDINARY GAIN                            4.2%            89,432                     6.2%

EXTRAORDINARY GAIN ON SALE OF SUBSIDIARY,
  NET OF INCOME TAXES OF $808,758 (3)..........                                     ----
                                                                              ----------

NET EARNINGS...................................                   4.2%        $   89,432                     6.2%
                                                              ==========      ==========                  ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING:                                        0.3%           176,403                    -0.1%
                                                              ==========      ==========                  ==========


EARNINGS PER SHARE:
   NET EARNINGS BEFORE EXTRAORDINARY GAIN (2)                     4.3%        $     0.51                     6.3%
   EXTRAORDINARY GAIN (3)                                                           ----
                                                                              ----------
   NET EARNINGS PER SHARE                                                     $     0.51
                                                                              ==========



                                                                                                % CHG FROM
                                                                      2ND QTR           %         1ST QTR
                                                                      1995 (4)       REVENUE        1995
                                                                      --------       -------    ----------
REVENUES:
   PREMIUM.....................................                      $1,048,773        90.6%        4.4%
   MANAGEMENT SERVICES ........................                          68,749         5.9%        5.4%
   INVESTMENT INCOME...........................                          40,423         3.5%       18.5%
                                                                     ----------      -------    ----------
   TOTAL REVENUES..............................                       1,157,945       100.0%        4.9%
                                                                     ----------      -------    ----------
OPERATING EXPENSES:
   MEDICAL COSTS (1) ..........................                         824,161        78.6%(1)     5.2%
   SELLING, GENERAL & ADMIN....................                         169,519        14.6%        7.6%
   DEPRECIATION & AMORT........................                          20,384         1.8%        3.7%
                                                                     ----------      -------    ----------

   TOTAL OPERATING EXPENSES....................                       1,014,064        87.6%        5.5%
                                                                     ----------      -------    ----------
EARNINGS FROM OPERATIONS.......................                         143,881        12.4%        0.6%

INTEREST EXPENSE...............................                            (378)                  110.0%
MERGER COSTS (2)...............................                            ----                    ----
                                                                     ----------                 ----------

EARNINGS BEFORE INCOME TAXES, MINORITY
 INTERESTS AND EXTRAORDINARY GAIN..............                         143,503                     0.4%

PROVISION FOR INCOME TAXES.....................                         (53,096)                    0.4%

MINORITY INTERESTS.............................                            (528)                   ----
                                                                     ----------                 ----------
NET EARNINGS BEFORE EXTRAORDINARY GAIN                                   89,879                     0.5%

EXTRAORDINARY GAIN ON SALE OF SUBSIDIARY,
  NET OF INCOME TAXES OF $808,758 (3)..........                            ----
                                                                     ----------
NET EARNINGS ..................................                      $   89,879                     0.5%
                                                                     ==========                 ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING:                                              176,304                    -0.1%
                                                                     ==========                 ==========
EARNINGS PER SHARE:
   NET EARNINGS BEFORE EXTRAORDINARY GAIN (2)                        $     0.51                     0.0%
   EXTRAORDINARY GAIN (3)                                                  ----
                                                                     ----------
   NET EARNINGS PER SHARE                                            $     0.51
                                                                     ==========

Note:  All periods presented have been restated to include the results of Ramsay HMO Inc., and Complete Health Services Inc. in
        accordance with pooling of interests accounting. The Ramsay and Complete mergers occurred on May 31, 1994.

(1)  Ratio of medical costs to premium revenue.  Ratio includes health plans and United Behavioral Systems.
(2)  Second quarter 1994 merger costs include professional fees and other direct costs associated with the May, 1994 merger of
      United HealthCare Corporation and Ramsay HMO Inc., & Complete Health Services Inc. These costs were $35.9 million on before
      tax, $22.3 million after tax, and reduced net earnings per share before extraordinary gain by $.13.
(3)  On May 27, 1994, the Company completed the sale of its subsidiary Diversified Pharmaceutical Services to SmithKline Beecham for
      $2.3 billion, resulting in a net after tax gain of $1.38 billion or $7.85 EPS for the quarter.  Post disposition results of 
      DPS are not included.
(4)  Includes post acquisition operating results of GenCare Health Systems, Inc. acquired on January 3, 1995 and Group Sales and
      Service of Puerto Rico, Inc. acquired on February 28, 1995.

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                                                                       SCHEDULE C
                                                   UNITED HEALTHCARE CORPORATION
                                         QUARTERLY ANALYSIS FOR THE QUARTER ENDED 06/30/95
                                                     LINE OF BUSINESS SUMMARY
                                                            (Unaudited)
                                                              (000's)

                                                                                                            % CHANGE
                                          3 MONTHS ENDED        %          3 MONTHS ENDED       %          06/30/94 TO     
                                            06/30/95(1)      OF TOTAL         06/30/94       OF TOTAL       06/30/95        
                                          --------------     --------      --------------    --------      -----------
<S>                                       <C>                <C>           <C>               <C>           <C> 
REVENUES                                                                                               

  OWNED HEALTH PLANS                        $1,047,298          90.4%        $  831,819         88.5%           25.9%      

  MANAGED HEALTH PLAN AND                                                                              
    SPECIALTY SERVICES                         100,212(2)        8.7%           133,892(2)      14.3%          -25.2%(2)       

  CORPORATE, ELIMINATIONS AND OTHER             10,435           0.9%           (26,246)        -2.8%           ----         
                                            ----------       --------        ----------      --------      -----------
TOTAL REVENUE                               $1,157,945         100.0%        $  939,465        100.0%           23.3%        
                                            ==========       ========        ==========      ========      ===========
OPERATING INCOME                                                                                       

  OWNED HEALTH PLANS                        $  101,647          70.7%        $   85,231         69.5%           19.3%        

  MANAGED HEALTH PLAN AND                                                                              
    SPECIALTY SERVICES                          18,631(2)       12.9%            19,687         16.0%           -5.4%(2)     

  CORPORATE, ELIMINATIONS AND OTHER             23,603          16.4%            17,735         14.5%           ----         
                                            ----------       --------        ----------      --------      -----------
TOTAL OPERATING INCOME                      $  143,881         100.0%        $  122,653        100.0%           17.3%        
                                            ==========       ========        ==========      ========      ===========
OPERATING MARGIN                                                                                       

  OWNED HEALTH PLANS                               9.7%                            10.2%                 

  MANAGED HEALTH PLAN AND                                                                              
    SPECIALTY SERVICES                            18.6%                            14.7%                 
                                            ----------                       ----------                                   
TOTAL OPERATING MARGIN                            12.4%                            13.1% 
                                            ==========                       ==========  
                                                                                                       
                                                                                                            % CHANGE
                                          6 MONTHS ENDED        %          6 MONTHS ENDED       %          06/30/94 to
                                            06/30/95(1)      OF TOTAL         06/30/94       OF TOTAL       06/30/95
                                          --------------     --------      --------------    --------      -----------
REVENUES                                                                                               

  OWNED HEALTH PLANS                        $2,053,080          90.8%        $1,635,070         88.7%           25.6%

  MANAGED HEALTH PLAN AND                                                                               
    SPECIALTY SERVICES                         193,024(2)        8.5%           283,716(2)      15.4%          -32.0%(2)

  CORPORATE, ELIMINATIONS AND OTHER             15,676           0.7%           (75,765)        -4.1%           ----
                                            ----------       --------        ----------      --------      -----------
TOTAL REVENUE                               $2,261,780         100.0%        $1,843,021        100.0%           22.7%
                                            ==========       ========        ==========      ========      ===========
OPERATING INCOME                                                                                       

  OWNED HEALTH PLANS                        $  208,792          72.8%        $  167,882         70.7%           24.4%

  MANAGED HEALTH PLAN AND                                                                              
    SPECIALTY SERVICES                          35,807(2)       12.5%            43,130         18.2%          -17.0%(2)

  CORPORATE, ELIMINATIONS AND OTHER             42,373          14.7%            26,350         11.1%           ----
                                            ----------       --------        ----------      --------      -----------
TOTAL OPERATING INCOME                      $  286,972         100.0%        $  237,362        100.0%           20.9%
                                            ==========       ========        ==========      ========      ===========
OPERATING MARGIN                                                                                      

  OWNED HEALTH PLANS                              10.2%                            10.3%                

  MANAGED HEALTH PLAN AND                                                                             
    SPECIALTY SERVICES                            18.6%                            15.2%                
                                            ----------                       ----------                                    
TOTAL OPERATING MARGIN                            12.7%                            12.9%                
                                            ==========                       ==========  
</TABLE> 

Note: All periods presented have been restated to include the results of Ramsay
      HMO Inc., and Complete Health Services Inc. in accordance with pooling of
      interests accounting. The Ramsay and Complete mergers occurred on May 31,
      1994.

(1)   Includes post acquisition operating results of GenCare Health Systems,
      Inc. acquired on January 3, 1995 and Group Sales and Service of Puerto
      Rico, Inc. acquired on February 28, 1995.
(2)   Excludes the post disposition results of Diversified Pharmaceutical
      Services, which was sold on May 27, 1994.

<PAGE>

                                                                      SCHEDULE D

                         UNITED HEALTHCARE CORPORATION
                      LINE OF BUSINESS SUMMARY - HISTORY
                                    (000's)

<TABLE>                             
<CAPTION>                           
                                                                             1994        
                                     ----------------------------------------------------------------------------------------
                                      2ND QTR       % OF    3RD QTR       % OF   % CHG FROM   4TH QTR       % OF   % CHG FROM
REVENUES                                            TOTAL                 TOTAL  2ND QTR 94                 TOTAL  3RD QTR 94
- --------                             ----------------------------------------------------------------------------------------
<S>                                  <C>            <C>    <C>            <C>    <C>         <C>           <C>     <C> 
  OWNED HEALTH PLANS                 $ 831,819      88.5%  $ 852,746      89.1%      2.5%    $ 870,730      89.9%      2.1%  
                                    
  MANAGED HEALTH PLAN AND           
    SPECIALTY SERVICES (1)             133,892(1)   14.3%     86,392(1)    9.0%    -35.5%       86,001(1)    8.9%     -0.5%
                                    
  CORPORATE, ELIMINATIONS AND OTHER    (26,246)     -2.8%     17,696       1.9%       --        12,296       1.2%       --
                                    
                                     ----------------------------------------------------------------------------------------
TOTAL REVENUE                        $ 939,465     100.0%  $ 956,834     100.0%      1.8%    $ 969,027     100.0%      1.3%  
                                     ========================================================================================
                                    
OPERATING INCOME                    
- ----------------                    
                                    
  OWNED HEALTH PLANS                 $  85,231      69.5%  $  88,141      67.0%      3.4%    $  96,038      70.0%      9.0%  
                                    
  MANAGED HEALTH PLAN AND           
    SPECIALTY SERVICES (1)              19,687(1)   16.0%     14,242(1)   10.9%    -27.7%       14,622(1)   10.7%      2.7%
                                    
  CORPORATE, ELIMINATIONS AND OTHER     17,735      14.5%     29,081      22.1%       --        26,561      19.3%       --
                                    
TOTAL OPERATING INCOME               $ 122,653     100.0%  $ 131,464     100.0%      7.2%    $ 137,221     100.0%      4.4%  
                                    
                                    
OPERATING MARGIN                    
- ----------------                    
                                    
  OWNED HEALTH PLANS                     10.2%                 10.3%                             11.0%
                                    
  MANAGED HEALTH PLAN AND           
    SPECIALTY SERVICES (1)               14.7%(1)              16.5%(1)                          17.0%(1)
                                         ----                  ----                              ----
                                    
TOTAL OPERATING MARGIN                   13.1%                 13.7%                             14.2%
                                         ====                  ====                              ====
                                    
                                    
FOR INFORMATION PURPOSES ONLY       
- -----------------------------       
                                    
INVESTMENT INCOME INCLUDED IN LINE OF BUSINESS ABOVE:
                                    
  OWNED HEALTH PLANS                 $   8,471             $   8,447                -0.3% $      9,906               17.3%  
                                    
  CORPORATE, ELIMINATIONS AND OTHER     17,740                30,339                71.0%       25,982              -14.4% 
                                     ----------------------------------------------------------------------------------------
TOTAL INVESTMENT INCOME              $  26,211             $  38,786                48.0%    $  35,888               -7.5%  
                                     ========================================================================================
                                    
                                    
RATIOS                              
- ------                              
                                    
COMBINED SG & A RATIO (2)                10.9%                 10.6%                             10.3% 
HEALTH PLAN MEDICAL LOSS RATIO (3)       79.1%                 79.4%                             79.1%
                                    
</TABLE>                             
<TABLE> 
<CAPTION> 

                                                                             1995
                                         1ST QTR       % OF   % CHG FROM    2ND QTR        % OF   % CHG FROM   % CHG FROM
REVENUES                                              TOTAL   4TH QTR 94                   TOTAL  1ST QTR 95   2ND QTR 94
- --------                             ------------------------------------------------------------------------------------
<S>                                  <C>              <C>     <C>         <C>             <C>     <C>          <C>
  OWNED HEALTH PLANS                 $ 1,005,782(4)    91.1%     15.5%    $ 1,047,298(4)   90.4%       4.1%       25.9%
                                    
  MANAGED HEALTH PLAN AND           
    SPECIALTY SERVICES (1)                92,812(1)     8.4%      7.9%        100,212(1)    8.7%       8.0%      -25.2%
                                    
  CORPORATE, ELIMINATIONS AND OTHER        5,241        0.5%       --          10,435       0.9%        --          --
                                    
                                     ------------------------------------------------------------------------------------
TOTAL REVENUE                        $ 1,103,835      100.0%     13.9%    $ 1,157,945     100.0%       4.9%       23.3%
                                     ====================================================================================
                                    
OPERATING INCOME                    
- ----------------                    
                                    
  OWNED HEALTH PLANS                 $   107,145(4)    74.9%     11.6%    $   101,647(4)   70.7%      -5.1%       19.3%
                                    
  MANAGED HEALTH PLAN AND           
    SPECIALTY SERVICES (1)                17,176(1)    12.0%     17.5%         18,631(1)   12.9%       8.5%       -5.4%
                                    
  CORPORATE, ELIMINATIONS AND OTHER       18,770       13.1%       --          23,603      16.4%        --          --
                                    
                                     ------------------------------------------------------------------------------------
TOTAL OPERATING INCOME               $   143,091      100.0%      4.3%    $   143,881     100.0%       0.6%       17.3%
                                     ====================================================================================
                                    
OPERATING MARGIN                    
- ----------------                    
                                    
  OWNED HEALTH PLANS                       10.7%                                 9.7%
                                    
  MANAGED HEALTH PLAN AND           
    SPECIALTY SERVICES (1)                 18.5%(1)                             18.6%(1)
                                           ----                                 ----

                                    
TOTAL OPERATING MARGIN                     13.0%                                12.4%
                                           ====                                 ====  

                                    
                                    
FOR INFORMATION PURPOSES ONLY 
- -----------------------------                  
                                    
INVESTMENT INCOME INCLUDED IN LINE OF BUSINESS ABOVE:

  OWNED HEALTH PLANS                 $    12,387                     25.0% $   13,322                  7.5%       57.3%
                    
  CORPORATE, ELIMINATIONS AND OTHER       21,735                    -16.3%     27,101                 24.7%       52.8%
                                     ------------------------------------------------------------------------------------
TOTAL INVESTMENT INCOME              $    34,122                     -4.9% $   40,423                 18.5%       54.2%
                                     ====================================================================================
                                    
RATIOS                              
- ------                              
                                    
COMBINED SG & A RATIO (2)                  10.8%                                11.0%
HEALTH PLAN MEDICAL LOSS RATIO (3)         78.9%                                79.4%
                                    
</TABLE>                             

Note:  All periods presented have been restated to include the results of Ramsay
       HMO Inc., and Complete Health Services Inc. in accordance with pooling of
       interests accounting. The Ramsay and Complete mergers occurred on May 31,
       1994. 

(1)  Excludes the post disposition results of Diversified Pharmaceutical
     Services, which was sold on May 27, 1994.

(2)  Total selling, general & administrative expense for Owned and Managed
     Health Plans as a percent of combined premium revenue for Owned and Managed
     Health Plans.

(3)  Ratio for owned health plans only.

(4)  Includes post acquisition operating results of GenCare Health Systems, Inc.
     acquired on January 3, 1995 and Group Sales and Service of Puerto Rico,
     Inc. acquired on February 28, 1995.
     
<PAGE>

                                                                      SCHEDULE E

                         UNITED HEALTHCARE CORPORATION
                              QUARTERLY ANALYSIS
                                 BALANCE SHEET
                                  (Unaudited)
                                    (000's)

<TABLE>
<CAPTION>

SUMMARY BALANCE SHEET            12/31/91  12/31/92(1)  03/31/93(2)   06/30/93    09/30/93    12/31/93    
- ---------------------            --------  -----------  -----------  ----------  ----------  ----------
<S>                              <C>       <C>          <C>          <C>         <C>         <C>         
                                 
CASH & SHORT-TERM                
  INVESTMENTS                    $341,404  $  411,716   $  340,737   $  263,282  $  238,121  $  400,870  
OTHER CURRENT ASSETS              103,253     125,780      172,342      198,358     197,715     213,098     
LONG-TERM INVESTMENTS             174,770     511,860      586,627      691,210     762,939     768,563     
OTHER LONG-TERM ASSETS            182,046     271,818      365,295      372,045     376,214     404,823     
                                 --------  ----------   ----------   ----------  ----------  ----------
     TOTAL ASSETS                $801,473  $1,321,174   $1,465,001   $1,524,895  $1,574,989  $1,787,354  
                                 ========  ==========   ==========   ==========  ==========  ==========
MEDICAL SERVICES PAYABLE         $223,741  $  328,592   $  391,625   $  398,587  $  401,578  $  459,201  
UNEARNED PREMIUMS                  42,343      60,808       30,308       32,293      20,456      70,844      
OTHER CURRENT LIABILITIES/       
  INCOME TAXES PAYABLE             64,603      81,240      126,987      122,879     121,025     128,689     
TAXES PAYABLE - GAIN ON          
  SALE OF SUBSIDIARY                   --          --           --           --          --          --          
OTHER LONG-TERM LIABILITIES        41,649      24,132       42,044       41,032      40,095      39,099      
                                 --------  ----------   ----------   ----------  ----------  ----------
     TOTAL LIABILITIES            372,336     494,772      590,964      594,791     583,154     697,833     
MINORITY INTERESTS                  2,341       3,499        4,103        3,091       3,536       4,111
SHAREHOLDERS' EQUITY              426,796     822,903      869,934      927,013     988,299   1,085,410   
                                 --------  ----------   ----------   ----------  ----------  ----------
     TOTAL LIABILITIES & EQUITY  $801,473  $1,321,174   $1,465,001   $1,524,895  $1,574,989  $1,787,354  
                                 ========  ==========   ==========   ==========  ==========  ==========
</TABLE> 

<TABLE> 
<CAPTION> 

SUMMARY BALANCE SHEET            03/31/94    06/30/94(3)   09/30/94    12/31/94   03/31/95(4)   06/30/95
- ---------------------           -----------  -----------  ----------  ----------  -----------  ----------
<S>                              <C>         <C>          <C>         <C>         <C>          <C>
                                
CASH & SHORT-TERM               
  INVESTMENTS                    $  377,628  $2,347,177   $1,843,727  $1,654,336  $  945,073   $1,031,172
OTHER CURRENT ASSETS                231,924     238,019      218,874     253,879     276,678      272,943
LONG-TERM INVESTMENTS               814,844   1,032,524    1,020,897   1,115,054   1,488,750    1,456,333
OTHER LONG-TERM ASSETS              460,127     448,672      445,559     466,210     990,330      995,538
                                 ----------  ----------   ----------  ----------  ----------   ----------
     TOTAL ASSETS                $1,884,523  $4,066,392   $3,529,057  $3,489,479  $3,700,831   $3,755,986
                                 ==========  ==========   ==========  ==========  ==========   ==========
MEDICAL SERVICES PAYABLE         $  455,627  $  441,043   $  437,174  $  443,559  $  479,027      473,612
UNEARNED PREMIUMS                    76,174      31,018       68,300      70,718      87,911       93,534
OTHER CURRENT LIABILITIES/      
  INCOME TAXES PAYABLE              149,624     155,466      120,899     134,025     199,186      136,517
TAXES PAYABLE - GAIN ON         
  SALE OF SUBSIDIARY                     --     808,758      171,758      16,000          --           --
OTHER LONG-TERM LIABILITIES          38,259      27,123       23,956      24,275      25,142       20,545
                                 ----------  ----------   ----------  ----------  ----------   ----------
     TOTAL LIABILITIES              719,684   1,463,428      822,087     688,577     791,266      724,208
MINORITY INTERESTS                    4,788       5,048        5,197       5,446       5,846        6,374
SHAREHOLDERS' EQUITY              1,160,051   2,597,916    2,701,773   2,795,456   2,903,719    3,025,404
                                 ----------  ----------   ----------  ----------  ----------   ----------
     TOTAL LIABILITIES & EQUITY  $1,884,523  $4,066,392   $3,529,057  $3,489,479  $3,700,831   $3,755,986
                                 ==========  ==========   ==========  ==========  ==========   ==========
</TABLE> 

Note:  All periods presented have been restated to include the results of HMO
       America, Inc., Ramsay HMO Inc., and Complete Health Services Inc. in
       accordance with pooling of interests accounting. UHC and HMO America
       merged on August 31, 1993. The Ramsay and Complete mergers occurred on
       May 31, 1994.

(1)  Physicians Health Plan of Ohio, Inc. (Columbus, OH) was acquired in
     January, 1992. Also, the Company completed a public offering of 5,000,000
     shares of common stock in March, 1992, raising net proceeds of
     approximately $196,000,000.
     
(2)  Western Ohio HealthCare Corporation (Dayton, OH) was acquired in January,
     1993.

(3)  On May 27, 1994, the Company completed the sale of its subsidiary
     Diversified Pharmaceutical Services to SmithKline Beecham for $2.3 billion,
     resulting in a net after tax gain of $1.38 billion or $7.86 EPS.

(4)  GenCare Health Systems, Inc. (St. Louis) was acquired in January, 1995.
     Group Sales and Service of Puerto Rico, Inc. was acquired in February, 
     1995.
<PAGE>


<TABLE>
<CAPTION>
                                                                                                                  SCHEDULE F
                                                   UNITED HEALTHCARE CORPORATION
                                                     QUARTERLY TREND ANALYSIS
                                                            ENROLLMENT

                                                                                                         % CHANGE       % CHANGE 
                                                  DEC          JUNE           DEC           JUNE         DEC 94 to     JUNE 94 to
HEALTH PLANS                                     1993          1994          1994        1995 (2)(3)      JUNE 95       JUNE 95  
- -----------------------------------------      ----------    ----------    ----------    -----------     ---------     ---------- 
<S>                                            <C>           <C>           <C>           <C>             <C>           <C> 
OWNED (1)  - COMMERCIAL
               INSURED                          1,459,000     1,590,000     1,668,000     2,152,000         29.0%           35.3%
               SELF FUNDED                         62,000       117,000       123,000       190,000(2)      54.5%(2)        62.4%(2)
                                               ----------    ----------    ----------    -----------     --------      ----------
               TOTAL COMMERCIAL                 1,521,000     1,707,000     1,791,000     2,342,000         30.8%           37.2%

           - MEDICARE                              98,000       102,000       109,000       125,000         14.7%           22.5%
           - MEDICAID                             239,000       253,000       285,000       313,000          9.8%           23.7%
                                               ----------    ----------    ----------    -----------     --------      ----------
               TOTAL OWNED ENROLLMENT           1,858,000     2,062,000     2,185,000     2,780,000         27.2%           34.8%

MANAGED    - COMMERCIAL
               INSURED                            742,000       761,000       796,000       887,000         11.4%           16.6%
               SELF FUNDED                        110,000       125,000       144,000       181,000         25.7%           44.8%
                                               ----------    ----------    ----------    -----------     --------      ----------
               TOTAL COMMERCIAL                   852,000       886,000       940,000     1,068,000         13.6%           20.5%

           - MEDICARE                              79,000        78,000        77,000        76,000         -1.3%           -2.6%
           - MEDICAID                              46,000        45,000        47,000        56,000         19.1%           24.4%
                                               ----------    ----------    ----------    -----------     --------      ----------
               TOTAL MANAGED ENROLLMENT           977,000     1,009,000     1,064,000     1,200,000         12.8%           18.9%

TOTAL      - COMMERCIAL
               INSURED                          2,201,000     2,351,000     2,464,000     3,039,000         23.3%           29.3%
               SELF FUNDED                        172,000       242,000       267,000       371,000         39.0%           53.3%
                                               ----------    ----------    ----------    -----------     --------      ----------
               TOTAL COMMERCIAL                 2,373,000     2,593,000     2,731,000     3,410,000         24.9%           31.5%

           - MEDICARE                             177,000       180,000       186,000       201,000          8.1%           11.7%
           - MEDICAID                             285,000       298,000       332,000       369,000         11.1%           23.8%
                                               ----------    ----------    ----------    -----------     --------      ----------
               TOTAL HEALTH PLANS               2,835,000     3,071,000     3,249,000     3,980,000         22.5%           29.6%
                                               ==========    ==========    ==========    ===========     ========      ==========

SPECIALTY MANAGED CARE SERVICES COMPANIES
- -----------------------------------------

UNITED BEHAVIORAL SYSTEMS                       2,373,000     2,788,000     2,962,000     3,263,000         10.2%           17.0%

HEALTHMARC                                      1,863,000     1,986,000     2,144,000     1,974,000         -7.9%           -0.6%

UNITED RESOURCE NETWORKS                       12,885,000    14,129,000    15,633,000    16,864,000          7.9%           19.4%

INSTITUTE FOR HUMAN RESOURCES                   2,078,000     2,399,000     2,585,000     2,969,000         14.9%           23.8%
</TABLE> 

(1)  Consistent with pooling accounting, all periods presented have been
     restated to include the enrollment of Ramsay HMO Inc., and Complete Health
     Services Inc. The Ramsay and Complete mergers occurred on May 31, 1994.
(2)  Includes GenCare Health Systems, Inc. acquired on January 3, 1995. GenCare
     had 236,000 enrollees (including 40,000 self funded enrollees) as of June, 
     1995.
     Consistent with purchase accounting, no prior period restatement was made.
(3)  Includes Group Sales and Service acquired on February 28, 1995: Group Sales
     and Service had 133,000 enrollees as of June, 1995. Consistent with
     purchase accounting, no prior restatement was made.



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