EXPRESS SCRIPTS INC
8-K, EX-99.1, 2000-07-21
SPECIALTY OUTPATIENT FACILITIES, NEC
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                                  EXHIBIT 99.1

       Express Scripts Second Quarter Pro Forma Net Income Up 38 Percent;
                          Membership Exceeds 40 Million

     ST. LOUIS,  July 19,  2000--Express  Scripts,  Inc. (NASD:  ESRX) announced
second  quarter  2000 pro forma net  income  of $22.9  million,  or 59 cents per
diluted share. The pro forma calculation excludes the previously announced $97.0
million non-cash,  after-tax  write-down of the company's 19.8 percent ownership
interest in  PlanetRx.com,  Inc.  Pro forma net income and diluted  earnings per
share  for  the  second  quarter   increased  37.9  percent  and  40.5  percent,
respectively, from the pro forma second quarter of 1999. Second quarter 2000 net
loss on a reported basis was $74.2 million or $1.93 per diluted share,  compared
with net income of $421,000 or 1 cent per diluted share on a reported  basis for
the same period last year.

     Express Scripts generated $98.0 million in cash flow from operations in the
first six  months of 2000,  compared  with  $52.4  million  in cash for the same
period in 1999.  Since the  beginning  of 2000,  the company  has prepaid  $75.1
million in debt and  repurchased  790,000 shares of its Class A Common Stock for
$30.2  million.  For the second  quarter of 2000,  the company  generated  $37.4
million of cash flow from operations.

     Express  Scripts serves  approximately  40.5 million  members as of July 1,
2000, compared with 38.5 million at January 1, 2000, and 36.0 million members at
July 1, 1999. These  membership  numbers exclude members served under the United
HealthCare  (UHC)  contract  which expired in May 2000 and for which the company
has implemented a transition program. The company continues to serve 8.3 million
UHC members as of July 1, 2000.

     "We continue to deliver strong earnings,  cash flow and membership growth,"
stated Barrett Toan, president and chief executive officer.  "We're particularly
pleased that our continued strong  membership  growth will allow us to replace a
significant  portion of the UHC  membership.  Our performance  demonstrates  the
effectiveness  of our  strategy  to build  on our  earlier  acquisitions,  which
provide the foundation for organic membership growth,  cross-sales and continued
profitability.  Our  independence,  size, highly skilled  employees,  innovative
clinical  programs and strategic  alliances  allow us to  successfully  grow our
business in all segments."

Strong Operating Results

     In the second quarter of 2000,  revenues were $1.7 billion,  a 65.9 percent
increase  over  $996.7  million  in the same  period of 1999.  The  year-to-year
increase is due primarily to increased  membership,  higher utilization and drug
costs, and the conversion of Diversified  Pharmaceutical  Services (DPS) clients
to use of Express Scripts' retail  networks.  Gross profit increased 8.4 percent
to $137.4  million in the second  quarter of 2000 from  $126.8  million  for the
comparable period of 1999. Selling,  general and administrative expenses (SG&A),
excluding  depreciation  and  amortization,  were $69.0 million,  an 8.7 percent
increase over the $63.5 million reported for the comparable period of 1999.

     For the first six months of 2000,  Express  Scripts  reported pro forma net
income of $44.3 million,  or $1.14 per diluted share. The pro forma  calculation
excludes the $97.0 million non-cash,  after-tax write-down of the company's 19.8
percent  ownership  interest in  PlanetRx.com,  Inc.  This  compares  with $30.1
million,  or 82 cents per diluted share on a pro forma basis for the same period
in 1999. The 1999 pro forma  calculation  excludes  one-time charges and assumes
that the company's  1999 equity and debt  offerings took place on April 1, 1999.
On a  reported  basis,  the net loss for the first six  months of 2000 was $52.7
million or $1.36 per diluted share, compared with net income of $14.0 million or
40 cents per diluted share on a reported  basis in the first six months of 1999.
Revenues  grew 65.1 percent to $3.1  billion  reflecting  increased  membership,
higher utilization and drug costs, the April 1, 1999 acquisition of DPS, and the
conversion of DPS clients to use of Express Scripts' retail networks.

Membership and Claims Growth

     Express  Scripts'  membership  has  grown  to  approximately  40.5  million
members,  excluding  UHC.  In  addition  to the  strong  membership  growth,  an
additional  1.0 million of Express  Scripts  members  began  utilizing  expanded
services,  contributing  to the growth in mail pharmacy  utilization and network
claims.  Mail pharmacy  prescriptions  filled,  excluding UHC,  increased to 3.7
million during the second quarter of 2000, a 60.6 percent increase compared with
the second quarter of 1999.  Pharmacy network claims  processed,  excluding UHC,
increased  to 58.2  million  during the second  quarter of 2000,  a 4.1  percent
increase over the same period one year ago.

     "Our  growth  reflects  the  effective  integration  of the ValueRx and DPS
organizations,  supporting  our  successful  new business  development  and high
retention   rates,"  stated  Toan.   "Implementing   best  practices  among  the
organizations  also helps us improve  our  product  offerings  and  successfully
cross-sell additional services,  such as more advanced formulary management,  or
the  addition of mail or network  service to current  clients  where only one of
these services had been used previously."

System Integration Efforts Proceeding on Schedule

     Consolidating and streamlining computer systems is an important part of the
integration plan for the ValueRx and DPS  acquisitions.  The company  eliminated
one of the claims  processing  platforms at the beginning of the second quarter,
and has transferred the first tier of clients from its remaining  legacy systems
to the company's primary claims adjudication system.

Programs and Products Reinforce Industry Leadership

     Express Scripts reinforces its industry  leadership and value to clients by
continuing  to enhance  its full array of  capabilities  in the areas of benefit
design,  information  technology,  data  collection  and analysis,  and clinical
support.

     Express Scripts' fourth annual Drug Trend Report,  one of the most thorough
publicly  available analyses of U.S. drug usage patterns and costs, was released
during the second  quarter at the  company's  annual  Outcomes  Conference.  The
conference was attended by approximately 1,000 people, including representatives
from  Express   Scripts'  client   organizations   and  other   industry-related
professionals.

     "We produce this comprehensive Drug Trend Report and host the conference as
one component of our overall business of helping health plan sponsors understand
the  dynamics of the  pharmacy  benefit.  This  enables our clients to provide a
cost-effective   pharmacy   benefit   that   enhances   health  and   encourages
cost-effective   behavior   by  plan   participants,"   Toan   said.   "Our  key
differentiator is the full complement of our product offering, supported by both
our  proprietary  intellectual  capital  and  the  effective  investment  of our
economic capital."

     The company is  continuing  to invest in research and  development  to fund
innovative programs such as the three-tier prescription co-pay plans, which help
clients  manage  their  drug  trend.   These  plans  have  been   documented  as
successfully   lowering  costs,   while   maintaining  the  overall  quality  of
healthcare.

     Express Scripts also continues to expand its Internet  initiatives.  During
the second quarter,  the company announced separate  agreements with Allscripts,
Inc. and  PocketScript,  Inc. which will bring wireless  handheld  e-prescribing
systems to  thousands of  physicians,  giving them  real-time  access to current
formulary and clinical information at the point of prescribing.  The company has
also  expanded its online  information  and  transaction  capabilities  for plan
sponsors, medical professionals and members.

     Express  Scripts,   Inc.  is  one  of  the  nation's  leading   independent
full-service pharmacy benefit management (PBM) companies.  Through facilities in
seven states and Canada,  the company  serves  thousands  of clients  throughout
North  America,  including  managed  care  organizations,   insurance  carriers,
third-party administrators, employers and union-sponsored benefit plans.

     Express Scripts provides  fully-integrated PBM services,  including network
claims processing,  mail-order pharmacy services,  benefit design  consultation,
drug utilization review, formulary management,  disease management,  medical and
drug data analysis  services,  medical  information  management  services (which
include   development  of  data   warehouses  to  combine   medical  claims  and
prescription  drug  claims,  disease  management  support  services  and outcome
assessments  through the  company's  Health  Management  Services  division  and
Practice Patterns Science,  Inc.  subsidiary),  and informed decision counseling
services through its Express Health Line SM division.  The company also provides
non-PBM  services,  including  infusion  therapy  services  through  its Express
Scripts Infusion  Services  subsidiary and  distribution  services for specialty
pharmaceuticals through its Specialty Distribution  subsidiary.  Express Scripts
is  headquartered  in St.  Louis,  Missouri.  More  information  can be found at
http://www.express-scripts.com, which includes expanded investor information and
resources.

SAFE HARBOR STATEMENT

     This press release contains forward-looking statements,  including, but not
limited to, statements related to the company's plans, objectives,  expectations
(financial and otherwise) or intentions. Actual results may differ significantly
from those  projected or suggested in any  forward-looking  statements.  Factors
that may impact these forward-looking statements include but are not limited to:
(i) risks  associated  with the loss of the UHC account;  (ii) risks  associated
with  successfully  implementing its Internet  strategy;  (iii) risks associated
with  acquisitions,   including  the  ability  to  successfully   integrate  the
operations of acquired businesses with our existing operations, client retention
issues,  and risks  inherent in the  acquired  entities  operations;  (iv) risks
associated with obtaining  financing and capital;  (v) risks associated with our
ability  to  manage  growth;  (vi)  competition,  including  price  competition,
competition  in the bidding and proposal  process and our ability to  consummate
contract  negotiations with prospective clients;  (vii) the possible termination
of  contracts  with  certain  key  clients or  providers;  (viii)  the  possible
termination of contracts with certain pharmaceutical  manufacturers,  changes in
pricing,  discount,  rebate or other practices of pharmaceutical  manufacturers;
(ix) adverse results in litigation;  (x) adverse results in regulatory  matters,
the adoption of adverse legislation or regulations,  more aggressive enforcement
of existing  legislation or regulations  (including,  without  limitation,  as a
result of an  investigation  of certain of the company's  competitors  currently
being conducted by the Department of Justice out of its Philadelphia office), or
a change in the  interpretation  of existing  legislation or  regulations;  (xi)
developments  in the  healthcare  industry  generally,  including  the impact of
increases  in  healthcare   costs,   changes  in  drug   utilization   patterns,
introductions of new drugs and potential  enactment of Medicare  outpatient drug
benefits; (xii) dependence on key members of management; (xiii) our relationship
with New York Life  Insurance  company,  which  possesses  voting control of the
company;  (xiv) other risks  described from time to time in our filings with the
Securities  and  Exchange  Commission.   The  company  does  not  undertake  any
obligation to release publicly any revisions to such forward-looking  statements
to reflect  events or  circumstances  after the date  hereof or to  reflect  the
occurrence of unanticipated events.

FINANCIAL TABLES FOLLOW

<TABLE>
                              EXPRESS SCRIPTS, INC.

                        Unaudited Statement of Operations
                      (in thousands, except per share data)

<CAPTION>

                                                                        Three Months Ended June 30,
                                                -----------------------------------------------------------------------
                                                           Actual                                    Pro Forma
                                                -----------------------------------------------------------------------
                                                      2000              1999             2000 (4)              1999 (5)
<S>                                             <C>                <C>              <C>                 <C>
                                                ---------------    ---------------   ----------------    --------------
Revenues
   Revenues                                     $     1,650,251    $       996,749  $     1,650,251     $       996,749
   Other revenues                                         3,116                ---            3,116                 ---
                                                ---------------    ---------------   ---------------     --------------
                                                      1,653,367            996,749         1,653,367            996,749
                                                ---------------    ---------------   ---------------     --------------
Cost and expenses:
   Cost of revenues(1)                                1,515,964            869,989         1,515,964            869,989
   Selling, general and administrative(2)                87,421             81,897            87,421             81,897
   Corporate restructuring                                  ---              9,400               ---                ---
                                                ---------------    ---------------   ---------------     --------------
                                                      1,603,385            961,286         1,603,385            951,886
                                                ----------------   ----------------  ---------------     --------------
Operating income                                         49,982             35,463            49,982             44,863
Other income (expense):
   Write-down of marketable securities                 (155,500)               ---               ---                ---
   Interest income                                        2,046              1,444             2,046              1,444
   Interest expense                                     (13,183)           (23,231)          (13,183)           (17,070)
                                                ----------------   ----------------  ----------------    --------------
                                                       (166,637)           (21,787)          (11,137)           (15,626)
                                                ----------------   ----------------  ---------------     --------------
(Loss) income before income taxes                      (116,655)            13,676            38,845             29,237
(Benefit) provision for income taxes                    (42,478)             6,658            15,990             12,639
                                                ----------------   ----------------  ---------------     --------------
(Loss) income before extraordinary item                 (74,177)             7,018            22,885             16,598
Extraordinary loss on early retirement
  of debt, net of taxes of $4,144                           ---              6,597               ---                ---
                                                ---------------    ----------------  ---------------     --------------
Net (loss) income                               $       (74,177)              $421    $       22,885     $       16,598
                                                ================   ================  ===============     ==============

Basic (loss) earnings per share:
Before extraordinary item                       $         (1.96)           $  0.20    $         0.60     $         0.43
Extraordinary loss on early retirement
  of debt                                                   ---               0.19               ---                ---
                                                ---------------    ---------------   ---------------     --------------
Net (loss) income                               $         (1.96)           $  0.01    $         0.60               0.43
                                                ================   ===============   ===============     ==============
Weighted average number of common shares
   outstanding during the period - basic                 37,812             34,055            37,812             38,436
                                                ================   ================  ===============     ==============

Diluted (loss) earnings per share:
Before extraordinary item                       $         (1.93)    $         0.20   $          0.59     $         0.42
Extraordinary loss on early retirement
  of debt                                                   ---               0.19               ---                ---
                                                ---------------    ---------------   ---------------     --------------
Net (loss) income                               $        (1.93)    $          0.01   $          0.59               0.42
                                                ================   ================  ===============     ==============

Weighted average number of common shares
   outstanding during the period - diluted               38,507             34,952            38,507             39,334
                                                ================   ================  ===============     ==============

EBITDA(3)                                       $        70,890    $        56,037   $        70,890     $       65,437
                                                ================   ================  ===============     ==============
</TABLE>


SEE NOTES TO UNAUDITED STATEMENT OF OPERATIONS

<TABLE>

                              EXPRESS SCRIPTS, INC.

                        Unaudited Statement of Operations
                      (in thousands, except per share data)

<CAPTION>

                                                                        Six Months Ended June 30,
                                                ----------------------------------------------------------------------
                                                           Actual                                    Pro Forma
                                                ---------------------------------     ---------------------------------
                                                      2000              1999             2000 (4)              1999 (5)
<S>                                                   <C>                <C>               <C>                <C>
                                                ---------------    ---------------   ----------------    --------------
Revenues
   Revenues                                     $     3,122,791$      1,895,836      $     3,122,791$   1,895,836
   Other revenues                                         6,085                ---              6,085               ---
                                                ---------------    ---------------   ----------------    --------------
                                                      3,128,876          1,895,836         3,128,876          1,895,836
                                                ---------------    ---------------   ---------------     --------------

Cost and expenses:
   Cost of revenues(1)                                2,859,027          1,693,636         2,859,027          1,693,636
   Selling, general and administrative(2)               170,792            128,337           170,792            128,337
   Corporate restructuring                                  ---              9,400               ---               ----
                                                ---------------    ---------------   ---------------     --------------
                                                      3,029,819          1,831,373         3,029,819          1,821,973
                                                ----------------   ----------------  ---------------     --------------
Operating income                                         99,057             64,463            99,057             73,863
Other income (expense):
   Write-down of marketable securities                 (155,500)               ---               ---                ---
   Interest income                                        3,427              2,837             3,427              2,837
   Interest expense                                     (27,384)           (29,453)          (27,384)           (23,292)
                                                ----------------   ----------------  ----------------    ---------------
                                                       (179,457)           (26,616)          (23,957)           (20,455)
                                                ----------------   ----------------  ----------------    ---------------
(Loss) income before income taxes                       (80,400)            37,847            75,100             53,408
(Benefit) provision for income taxes                    (27,655)            17,286            30,813             23,267
                                                ----------------   ----------------  ----------------    ---------------
(Loss) income before extraordinary item                 (52,745)            20,561            44,287             30,141
Extraordinary loss on early retirement
  of debt, net of taxes of $4,144                           ---              6,597               ---                ---
                                                ----------------   ----------------   --------------     ---------------
Net (loss) income                               $       (52,745)           $13,964    $       44,287     $       30,141
                                                ================   ================   ==============     ===============
Basic (loss) earnings per share:
Before extraordinary item                       $        (1.39)    $          0.61   $          1.16     $         0.84
Extraordinary loss on early retirement
  of debt                                                  ---                0.19              ---                ---
                                                ---------------    ---------------   ---------------     ---------------
Net (loss) income                               $        (1.39)    $          0.42   $          1.16     $         0.84
                                                ===============    ===============   ===============     ===============

Weighted average number of common shares
   outstanding during the period - basic                 38,068             33,633            38,068             35,847
                                                ================   ================  ===============     ==============

Diluted (loss) earnings per share:
Before extraordinary item                       $        (1.36)    $          0.59   $          1.14     $         0.82
Extraordinary loss on early retirement
  of debt                                                  ---                0.19               ---                ---
                                                ---------------    ----------------  ---------------     --------------
Net (loss) income                               $        (1.36)    $          0.40   $          1.14     $         0.82
                                                ===============    ================  ===============     ==============

Weighted average number of common shares
   outstanding during the period - diluted               38,751             34,553            38,751             36,767
                                                ===============    ================  ===============     ==============

EBITDA(3)                                       $       141,532    $        93,524   $       141,532     $      102,924
                                                ================   ================  ================    ==============
</TABLE>


SEE NOTES TO UNAUDITED STATEMENT OF OPERATIONS




                              EXPRESS SCRIPTS, INC.

                        Unaudited Statement of Operations
                                 (in thousands)

                                      Notes
Three months ended June 30

     (1)  Includes  depreciation  and  amortization  expense of $2,502,  $2,216,
$2,502, and $2,216, respectively.

     (2) Includes  depreciation  and amortization  expense of $18,406,  $18,358,
$18,406, and $18,358, respectively.

     (3)  EBITDA  is  earnings  before   interest,   taxes,   depreciation   and
amortization (operating income,  excluding one-time items, plus depreciation and
amortization).  EBITDA is presented because it is a widely accepted indicator of
a company's ability to incur and service indebtedness.  EBITDA,  however, should
not be  considered  as an  alternative  to net income as a measure of  operating
performance  or an  alternative  to cash  flow as a  measure  of  liquidity.  In
addition,  our  definition  of EBITDA may not be  comparable to that reported by
other companies.

     (4) Pro Forma excludes the write-down of the marketable  securities and the
related tax benefit.

     (5)  Pro  Forma   excludes   non-recurring   charges   for  the   corporate
restructuring and the extraordinary  loss on early retirement of debt. Also, the
Pro Forma assumes the company's  5,175 common stock offering and $250,000 Senior
Notes offering occurred on April 1, 1999.

Six months ended June 30

     (1)  Includes  depreciation  and  amortization  expense of $5,079,  $4,481,
$5,079, and $4,481, respectively.

     (2) Includes  depreciation  and amortization  expense of $37,396,  $24,580,
$37,396, and $24,580, respectively.

     (3)  EBITDA  is  earnings  before   interest,   taxes,   depreciation   and
amortization (operating income,  excluding one-time items, plus depreciation and
amortization).  EBITDA is presented because it is a widely accepted indicator of
a company's ability to incur and service indebtedness.  EBITDA,  however, should
not be  considered  as an  alternative  to net income as a measure of  operating
performance  or an  alternative  to cash  flow as a  measure  of  liquidity.  In
addition,  our  definition  of EBITDA may not be  comparable to that reported by
other companies.

     (4) Pro Forma excludes the write-down of the marketable  securities and the
related tax benefit.

     (5)  Pro  Forma   excludes   non-recurring   charges   for  the   corporate
restructuring and the extraordinary  loss on early retirement of debt. Also, the
Pro Forma assumes the company's  5,175 common stock offering and $250,000 Senior
Notes offering occurred on April 1, 1999.

<TABLE>

                              EXPRESS SCRIPTS, INC.

                             Unaudited Balance Sheet
                                 (in thousands)
<CAPTION>

                                                           June 30, December 31,
                                                      2000                   1999
<S>                                             <C>                        <C>
                                                ---------------    ------------------------
ASSETS
Current assets
     Cash and cash equivalents                  $       99,835             $       132,630
     Receivables, net                                  845,699                     783,086
     Inventories                                        75,984                     113,248
     Deferred taxes                                     28,466                      32,248
     Prepaid expenses                                    5,758                       5,143
                                                ---------------            ---------------
         Total current assets                        1,055,742                   1,066,355

Property and equipment, net                            112,319                      97,573
Investment in marketable securities                     10,270                     150,365
Goodwill, net                                          984,785                     982,496
Other intangible assets, net                           163,538                     183,420
Other assets                                            10,226                       7,102
                                                ---------------            ---------------

Total assets                                    $    2,336,880             $     2,487,311
                                                ==============             ===============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
     Claims and rebate payable                  $      855,839             $       850,630
     Current portion of long-term debt                  42,750                           -
     Accounts payable                                   89,704                     112,731
     Accrued expenses                                  168,592                     136,997
                                                ---------------            ---------------
         Total current liabilities                   1,156,885                   1,100,358

Long-term debt                                         517,908                     635,873
Other long-term liabilities                             32,823                      51,598
                                                ---------------            ---------------
     Total liabilities                               1,707,616                   1,787,829
Total stockholders' equity                             629,264                     699,482
                                                ---------------            ---------------
Total liabilities and stockholders' equity      $    2,336,880             $     2,487,311
                                                ===============            ===============

</TABLE>

<TABLE>

                              EXPRESS SCRIPTS, INC.

                        Unaudited Statement of Cash Flows
                                 (in thousands)
<CAPTION>

                                                         Six Months Ended
                                                             June 30,
                                                      2000              1999
<S>                                             <C>                       <C>
                                                ---------------    ---------------
Cash flow from operating activities:
   net (loss) income                            $      (52,745)           $13,964
Adjustments to reconcile net income to
   net cash provided by operating activities:
     Depreciation and amortization                      43,865             30,081
     Loss on write-down of marketable
         securities, net of taxes of $58,468            97,032                ---
     Other                                               9,875              8,371
                                                ---------------    --------------
Net cash provided by operating
   activities                                           98,027             52,416
                                                ---------------    --------------

Cash flows from investing and financing activities:
     Purchase of property and equipment                (26,514)           (16,178)
     Acquisition                                           ---           (717,886)
     Net proceeds from long-term debt                      ---          1,288,815
     Repayment of long-term debt                       (75,069)          (924,770)
     Issuance of Class A Common Stock                      ---            299,312
     Repurchase of Class A Common Stock                (30,247)               ---
     Other                                               1,008            (22,015)
                                                ---------------    --------------
Net cash (used in) investing and
   financing activities                               (130,822)           (92,722)
                                                ---------------    --------------
Net (decrease) in cash and cash equivalents            (32,795)           (40,306)

Cash and cash equivalents at beginning
   of period                                           132,630            122,589
                                                ---------------    ---------------
Cash and cash equivalents at end
   of period                                    $       99,835     $       82,283
                                                ===============    ===============

</TABLE>

<TABLE>

                              EXPRESS SCRIPTS, INC.

                          Unaudited Non-Financial Data
                     (in thousands, except percentage data)

<CAPTION>

                                                                 Three Months Ended
                                                                      June 30,
                                                -----------------------------------------------------
                                                     2000(1)          1999 (2)           % Change
<S>                                             <C>                <C>                      <C>
                                                ---------------    ---------------   ----------------
Drug spending                                   $    2,880,271     $    2,302,757           25.1%

Pharmacy network claims processed                       58,176             55,909            4.1%

Mail pharmacy prescriptions filled                       3,701              2,304           60.6%

</TABLE>
<TABLE>
<CAPTION>

                                                                  Six Months Ended
                                                                      June 30,
                                                -----------------------------------------------------
                                                     2000(1)          1999 (2)           % Change
<S>                                             <C>                <C>                      <C>
                                                ---------------    ---------------   ----------------
Drug spending                                   $    5,463,172     $    3,753,239           45.6%

Pharmacy network claims processed                      117,590             91,936           27.9%

Mail pharmacy prescriptions filled                       7,216              4,583           57.5%

</TABLE>

<TABLE>
                                          Selected Ratio Analysis
                                            As of June 30, 2000
<CAPTION>

                                                  Actual          Pro Forma(6)

<S>                                                <C>                <C>
 Net debt to EBITDA ratio(3)                        1.8x               1.7x
 Interest coverage ratio (3)                        4.4x               4.7x
 Debt to enterprise value                          19.3%              19.3%
 Net debt to net capitalization                    42.3%              42.3%
 Cash value per share(4)                           $2.64              $2.64
 Book value per share (5)                         $16.64             $16.64
<FN>
     (1) Drug spending and pharmacy network claims  processed  exclude UHC. Drug
spending and pharmacy  network  claims  processed  for UHC were  $1,092,030  and
21,030,  respectively  for the three  months  ended June 30 and  $2,000,938  and
41,634, respectively for the six months ended June 30.

     (2) Drug spending and pharmacy network claims  processed  exclude UHC. Drug
spending and pharmacy network claims processed for UHC were $778,768 and 20,578,
respectively

     (3) Uses financial information for the twelve months ended June 30, 2000.

     (4) Represents cash divided by 37,821 shares outstanding at June 30, 2000.

     (5) Represents stockholders' equity divided by 37,821 shares outstanding at
June 30, 2000.

     (6) Pro Forma excludes  non-recurring charges, the write-down of marketable
securities,  the gain and loss on the sale of assets and the extraordinary  loss
on early retirement of debt.
</FN>
</TABLE>



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