Caremark Rx Announces Record First-Quarter Results

Performance Exceeds Expectations; Revenues Up 31%;

Net Income from Continuing Operations Doubles; EPS Outlook Raised



Apr 24, 2001, 01:00 ET from Caremark Rx, Inc.

    BIRMINGHAM, Ala., April 24 /PRNewswire Interactive News release/ --
 Caremark Rx, Inc. (NYSE:   CMX) today reported record revenues and earnings for
 the first quarter ended March 31, 2001.  Continued strong revenue growth in
 all areas of the business and increased use of mail order services by
 customers drove the record-setting performance that exceeded the consensus
 earnings per share according to First Call by $0.02.  For the quarter ended
 March 31, 2001, diluted earnings per common share from continuing operations
 totaled $0.15 compared to $0.09, a 67% increase.  As a result of the positive
 trends experienced during the quarter, and their anticipated impact on the
 results for the remainder of the year, the Company is increasing its earnings
 per share estimate for 2001 to a range of $0.67 to $0.69.  Prior to this
 change, 2001 consensus earnings per share as reported by First Call was $0.61.
     Net revenue grew 31% compared to the same period in 2000 to
 $1.374 billion.  The increase in revenues was primarily the result of the
 implementation of new customer accounts in January as well as growth in
 utilization in existing accounts.  As was previously reported, Caremark
 entered 2001 with the best net new business in the Company's history, totaling
 approximately $750 million.
     EBITDA (earnings from continuing operations before interest, taxes,
 depreciation and amortization) increased by 21% to $68.3 million and operating
 income (income from continuing operations before interest and income taxes)
 increased by 22% to $61.5 million, when compared to the quarter ended March
 31, 2000.  Income from continuing operations after preferred security
 dividends rose 110% to $35.3 million compared to the first quarter of 2000.
     Operating cash flow was $84.7 million during the first quarter of 2001
 compared to $78.6 million during the same period of 2000.  This cash flow was
 used primarily to reduce indebtedness and fund capital expenditures during the
 quarter.  Capital expenditures for the quarter totaled $14.0 million, the
 majority of which related to the construction of the new Mt. Prospect, Ill.,
 Pharmacy.  At March 31, 2001, Caremark's net debt totaled $670 million, a
 decrease of $63 million and $542 million since December 31, 2000 and March 31,
 2000, respectively.  At March 31, 2001, Caremark's accounts receivable days
 sales outstanding decreased by four days since December 31, 2000 to 15 days.
 At March 31, 2001, inventory days-on-hand totaled 12 compared to 16 at
 December 31, 2000 and accounts payable days outstanding were 29 versus 34 at
 the end of 2000.
     In the first quarter of 2001, mail-order prescriptions (including
 Specialty Distribution) totaled 4.4 million, a 26% increase over the same
 period of 2000.  Mail order prescriptions represented 21% of all prescriptions
 processed during the quarter, or 44% of all prescriptions processed on a
 retail-adjusted basis.  Retail claims totaled 16.3 million, a 23% increase
 over 2000 levels.  During the quarter, total pharmacy prescriptions (including
 Specialty Distribution) processed increased 24% to 20.7 million from 16.7
 million during the first quarter of 2000.
     Mac Crawford, Chairman of the Board and Chief Executive Officer of
 Caremark Rx, Inc., said, "I am extremely pleased with our performance for the
 quarter and new outlook for the year.  With the successful implementation of
 our record new book of business, and the continued penetration of mail
 services within our existing accounts, our mail order business experienced
 significant growth.  This helped drive the stronger-than-expected earnings for
 the quarter.  Our employees did an outstanding job implementing new business
 while maintaining our industry-leading customer service focus.
     "We have worked diligently to strengthen our balance sheet, and with our
 recently refinanced credit facilities, the company now has excellent liquidity
 and sufficient credit availability to support our accelerating growth,"
 Crawford commented.  He added that the Mt. Prospect, Ill., facility -- an
 80,000-square-foot facility that features state-of-the art automation to
 process mail orders-is up and running and the operations at the existing
 Lincolnshire, Ill., facility will be transitioned over the next 90 days.
     As previously announced, Caremark will hold a conference call to discuss
 first-quarter earnings.  The details of the call are as follows:
 
                             Date:  April 25, 2001
                         Time:  10:30 A.M. Eastern Time
                       Telephone Number:  (712) 257-0406
                             Leader:  Mac Crawford
                                 Passcode:  CMX
                         Replay Number:  (402) 998-0792
 
     The call will also be broadcast live as well as replayed through the
 Internet.   The webcast can be accessed at www.streetevents.com or through the
 "Investor Information" page on the Caremark Rx, Inc. website at
 www.caremarkrx.com .  RealPlayer is needed in order to listen to the webcast.
 A link to a free RealPlayer download will be available at www.caremarkrx.com .
     A taped replay of the call will be available until 6:00 P.M. Eastern Time,
 May 9, 2001, by calling the replay number listed above or by accessing the
 webcast replay at www.streetevents.com or the "Investor Information" page on
 the Caremark Rx, Inc. website at www.caremarkrx.com .
     Caremark is a leading prescription benefit manager (PBM), providing
 comprehensive drug benefit services to over 1,200 health plan sponsors and
 holding contracts to serve approximately 23 million participants throughout
 the U.S.  Caremark's clients include managed care organizations, insurance
 companies, corporate health plans, unions, government agencies, and other
 funded benefit plans.  The company operates a national retail pharmacy network
 with over 50,000 participating pharmacies, three state-of-the-art mail service
 pharmacies, the industry's only FDA-regulated repackaging plant and 17 JCAHO-
 accredited specialized therapeutic mail service pharmacies for delivery of
 advanced medications to patients with chronic or genetic diseases and
 disorders.
 
     This press release contains statements that constitute "forward-looking
 statements" within the meaning of the Securities Act of 1933 and the
 Securities Exchange Act of 1934 as amended by the Private Securities
 Litigation Reform Act of 1995.  "Forward-looking statements" contained in this
 press release include the intent, belief or current expectations of the
 Company and members of its senior management team with respect to the
 anticipated growth prospects for the Company's business, as well as the
 assumptions upon which such statements are based.  Prospective investors are
 cautioned that any such forward-looking statements are not guarantees of
 future performance, and involve risks and uncertainties, and that actual
 results may differ materially from those contemplated by such forward-looking
 statements.  Important factors currently known to management that could cause
 actual results to differ materially from those contemplated by the forward-
 looking statements in this press release include, but are not limited to,
 adverse developments with respect to the Company's liquidity position or
 failure to execute the Company's operating plan and objectives, as well as
 adverse developments in the healthcare or pharmaceutical industry generally.
 Additional factors that could cause actual results to differ materially from
 those contemplated in this press release can be found in the Company's Annual
 Report on Form 10-K for the year ended December 31, 2000 filed with the
 Securities and Exchange Commission.
 
    Additional information about Caremark Rx is available on the World Wide
                                     Web at
                 http:\\www.caremarkrx.com and www.frbinc.com .
     For further information on Caremark Rx, Inc. via facsimile at no cost,
           simply dial 1-800-PRO-INFO and enter the company code CMX.
 
 
                        CAREMARK RX, INC. AND SUBSIDIARIES
                       CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (In thousands)
 
                                              March 31,        December 31,
                                                 2001              2000
                                             (Unaudited)
                           ASSETS
 
     Current assets:
       Cash and cash equivalents               $30,342            $2,352
       Accounts receivable, net                231,415           249,766
       Inventories                             166,465           186,231
       Prepaid expenses and other current       10,066             8,757
       Current assets of discontinued
        operations                               1,712             6,221
       Total current assets                    440,000           453,327
 
     Property and equipment, net               114,024           110,320
     Intangible assets, net                     37,734            35,165
     Other assets                               79,272            79,723
     Non-current assets of discontinued
      operations                                 6,940             7,001
         Total assets                         $677,970          $685,536
 
 
             LIABILITIES AND STOCKHOLDERS' DEFICIT
 
     Current liabilities:
       Accounts payable                       $423,810          $417,567
       Other accrued expenses and
        liabilities                            158,884           169,857
       Income taxes payable                      3,741             2,533
       Current portion of long-term debt         2,500             1,875
       Current liabilities of discontinued
        operations                              40,264            43,405
         Total current liabilities             629,199           635,237
 
     Long-term debt, net of current
      portion                                  697,500           733,347
     Other long-term liabilities                80,939            82,398
     Long-term liabilities of discontinued
      operations                                 2,429             3,618
         Total liabilities                   1,410,067         1,454,600
 
     Commitments and contingencies
 
     Convertible Preferred Securities          200,000           200,000
 
     Stockholders' deficit:
       Common stock                                231               231
       Additional paid-in capital            1,390,362         1,399,902
       Shares held in trust                   (107,372)         (115,287)
       Accumulated deficit                  (2,215,318)       (2,253,910)
         Total stockholders' deficit          (932,097)         (969,064)
         Total liabilities and
          stockholders' deficit               $677,970          $685,536
 
 
                        CAREMARK RX, INC. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                    (Unaudited)
                     (In thousands, except per share amounts)
 
                                            Three Months Ended March 31,
                                               2001              2000
 
     Net revenue                           $1,373,942        $1,051,990
 
     Operating expenses:
       Cost of revenues                     1,270,755           968,675
       Selling, general and administrative
        expenses                               34,922            27,097
       Depreciation and amortization            6,742             5,723
     Operating income                          61,523            50,495
     Interest expense, net                     19,802            28,869
     Income from continuing operations
      before provision for income taxes        41,721            21,626
     Provision for income taxes                 3,129             1,621
     Income from continuing operations         38,592            20,005
     Preferred security dividends               3,304             3,220
     Income from continuing operations
      available to common stockholders         35,288            16,785
     Loss from discontinued operations              -          (198,000)
     Net income (loss) to common
      stockholders                            $35,288         $(181,215)
 
     Average number of common shares
      outstanding -- basic                    222,925           191,250
       Dilutive effect of stock options        10,523             2,437
       Presumed conversion of convertible
        preferred securities (A)               26,850                 -
     Average number of common shares
      outstanding - diluted                   260,298           193,687
 
     Earnings per common share -- basic:
       Income to common stockholders from
        continuing operations                   $0.16             $0.09
       Loss from discontinued operations         $  -            $(1.04)
         Net income (loss) to common
          stockholders                          $0.16            $(0.95)
 
     Earnings per common share -- diluted (A):
       Income to common stockholders from
        continuing operations                   $0.15             $0.09
       Loss from discontinued operations         $  -            $(1.02)
         Net income (loss) to common
          stockholders                          $0.15            $(0.93)
 
     (A) The Company's convertible preferred securities were dilutive to income
         from continuing operations in 2001 only.
 
 
                        CAREMARK RX, INC. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (Unaudited)
                                  (In thousands)
 
                                              Three Months Ended March 31,
                                                 2001              2000
 
     Cash flows from continuing
      operations:
       Income from continuing operations       $38,592           $20,005
       Adjustments to reconcile income from
        continuing operations to net cash
        and cash equivalents provided by
         continuing operations:
        Depreciation and amortization            6,742             5,723
        Non-cash interest expense                1,414             1,801
       Changes in operating assets and
        liabilities, net of effects of
         acquisitions of businesses             37,979            51,052
       Net cash and cash equivalents
        provided by continuing operations       84,727            78,581
 
     Cash flows from investing activities:
      Capital expenditures, net                (14,022)           (4,201)
 
     Cash flows from financing activities:
       Proceeds from issuance of equity
        securities, net                          1,679             3,328
 
       Net repayments under credit facility    (35,222)          (25,438)
       Long-term debt issuance costs            (4,812)                -
       Accounts receivable securitization       10,888                 -
       Dividend payments on Convertible
        Preferred Securities                         -            (3,568)
       Other                                       108              (104)
         Net cash and cash equivalents used in
          financing activities                 (27,359)          (25,782)
     Cash used in discontinued operations      (14,769)          (43,399)
     Cash paid for special charges                (587)             (211)
     Net increase in cash and cash
      equivalents                               27,990             4,988
     Cash and cash equivalents -- beginning
      of period                                  2,352             6,797
     Cash and cash equivalents -- end of
      period                                   $30,342           $11,785
 
 
                                 Caremark Rx, Inc.
                            Selected Statistic & Ratios
 
     (Millions)                        Quarter Ended  Quarter Ended  Percentage
                                          03/31/2001   03/31/2000     Variance
 
     Claims Processed
        Mail*                                4.4            3.5         26%
        Retail                              16.3           13.2         23%
        Total*                              20.7           16.7         24%
 
     Adjusted Claims*                       29.3           23.5         25%
 
     Per Adjusted Claim
        Gross Profit/Adjusted Claim        $3.52          $3.55         (1%)
        EBITDA/Adjusted Claim              $2.33          $2.39         (3%)
 
        *Includes Specialty Distribution Prescriptions
 
 
     (Millions)                             03/31/2001  12/31/2000   03/31/2000
 
     Balance Sheet Debt
        Revolver                         $       ---      $257.5        $247.0
        Term Loans                             250.0        27.7         106.9
        Senior Notes                           450.0       450.0         450.0
        Subordinated Notes               $       ---     ---             420.0
     Total Debt                               $700.0      $735.2      $1,223.9
 
     Cash                                      $30.3        $2.4         $11.8
 
     Net Debt                                 $669.7      $732.8      $1,212.1
 
     LTM EBITDA                               $245.4      $233.4        $213.3
 
     Net Debt to LTM EBITDA                     2.7x        3.1x          5.7x
 
                     MAKE YOUR OPINION COUNT -  Click Here
                http://tbutton.prnewswire.com/prn/11690X51243354
 
 

SOURCE Caremark Rx, Inc.
    BIRMINGHAM, Ala., April 24 /PRNewswire Interactive News release/ --
 Caremark Rx, Inc. (NYSE:   CMX) today reported record revenues and earnings for
 the first quarter ended March 31, 2001.  Continued strong revenue growth in
 all areas of the business and increased use of mail order services by
 customers drove the record-setting performance that exceeded the consensus
 earnings per share according to First Call by $0.02.  For the quarter ended
 March 31, 2001, diluted earnings per common share from continuing operations
 totaled $0.15 compared to $0.09, a 67% increase.  As a result of the positive
 trends experienced during the quarter, and their anticipated impact on the
 results for the remainder of the year, the Company is increasing its earnings
 per share estimate for 2001 to a range of $0.67 to $0.69.  Prior to this
 change, 2001 consensus earnings per share as reported by First Call was $0.61.
     Net revenue grew 31% compared to the same period in 2000 to
 $1.374 billion.  The increase in revenues was primarily the result of the
 implementation of new customer accounts in January as well as growth in
 utilization in existing accounts.  As was previously reported, Caremark
 entered 2001 with the best net new business in the Company's history, totaling
 approximately $750 million.
     EBITDA (earnings from continuing operations before interest, taxes,
 depreciation and amortization) increased by 21% to $68.3 million and operating
 income (income from continuing operations before interest and income taxes)
 increased by 22% to $61.5 million, when compared to the quarter ended March
 31, 2000.  Income from continuing operations after preferred security
 dividends rose 110% to $35.3 million compared to the first quarter of 2000.
     Operating cash flow was $84.7 million during the first quarter of 2001
 compared to $78.6 million during the same period of 2000.  This cash flow was
 used primarily to reduce indebtedness and fund capital expenditures during the
 quarter.  Capital expenditures for the quarter totaled $14.0 million, the
 majority of which related to the construction of the new Mt. Prospect, Ill.,
 Pharmacy.  At March 31, 2001, Caremark's net debt totaled $670 million, a
 decrease of $63 million and $542 million since December 31, 2000 and March 31,
 2000, respectively.  At March 31, 2001, Caremark's accounts receivable days
 sales outstanding decreased by four days since December 31, 2000 to 15 days.
 At March 31, 2001, inventory days-on-hand totaled 12 compared to 16 at
 December 31, 2000 and accounts payable days outstanding were 29 versus 34 at
 the end of 2000.
     In the first quarter of 2001, mail-order prescriptions (including
 Specialty Distribution) totaled 4.4 million, a 26% increase over the same
 period of 2000.  Mail order prescriptions represented 21% of all prescriptions
 processed during the quarter, or 44% of all prescriptions processed on a
 retail-adjusted basis.  Retail claims totaled 16.3 million, a 23% increase
 over 2000 levels.  During the quarter, total pharmacy prescriptions (including
 Specialty Distribution) processed increased 24% to 20.7 million from 16.7
 million during the first quarter of 2000.
     Mac Crawford, Chairman of the Board and Chief Executive Officer of
 Caremark Rx, Inc., said, "I am extremely pleased with our performance for the
 quarter and new outlook for the year.  With the successful implementation of
 our record new book of business, and the continued penetration of mail
 services within our existing accounts, our mail order business experienced
 significant growth.  This helped drive the stronger-than-expected earnings for
 the quarter.  Our employees did an outstanding job implementing new business
 while maintaining our industry-leading customer service focus.
     "We have worked diligently to strengthen our balance sheet, and with our
 recently refinanced credit facilities, the company now has excellent liquidity
 and sufficient credit availability to support our accelerating growth,"
 Crawford commented.  He added that the Mt. Prospect, Ill., facility -- an
 80,000-square-foot facility that features state-of-the art automation to
 process mail orders-is up and running and the operations at the existing
 Lincolnshire, Ill., facility will be transitioned over the next 90 days.
     As previously announced, Caremark will hold a conference call to discuss
 first-quarter earnings.  The details of the call are as follows:
 
                             Date:  April 25, 2001
                         Time:  10:30 A.M. Eastern Time
                       Telephone Number:  (712) 257-0406
                             Leader:  Mac Crawford
                                 Passcode:  CMX
                         Replay Number:  (402) 998-0792
 
     The call will also be broadcast live as well as replayed through the
 Internet.   The webcast can be accessed at www.streetevents.com or through the
 "Investor Information" page on the Caremark Rx, Inc. website at
 www.caremarkrx.com .  RealPlayer is needed in order to listen to the webcast.
 A link to a free RealPlayer download will be available at www.caremarkrx.com .
     A taped replay of the call will be available until 6:00 P.M. Eastern Time,
 May 9, 2001, by calling the replay number listed above or by accessing the
 webcast replay at www.streetevents.com or the "Investor Information" page on
 the Caremark Rx, Inc. website at www.caremarkrx.com .
     Caremark is a leading prescription benefit manager (PBM), providing
 comprehensive drug benefit services to over 1,200 health plan sponsors and
 holding contracts to serve approximately 23 million participants throughout
 the U.S.  Caremark's clients include managed care organizations, insurance
 companies, corporate health plans, unions, government agencies, and other
 funded benefit plans.  The company operates a national retail pharmacy network
 with over 50,000 participating pharmacies, three state-of-the-art mail service
 pharmacies, the industry's only FDA-regulated repackaging plant and 17 JCAHO-
 accredited specialized therapeutic mail service pharmacies for delivery of
 advanced medications to patients with chronic or genetic diseases and
 disorders.
 
     This press release contains statements that constitute "forward-looking
 statements" within the meaning of the Securities Act of 1933 and the
 Securities Exchange Act of 1934 as amended by the Private Securities
 Litigation Reform Act of 1995.  "Forward-looking statements" contained in this
 press release include the intent, belief or current expectations of the
 Company and members of its senior management team with respect to the
 anticipated growth prospects for the Company's business, as well as the
 assumptions upon which such statements are based.  Prospective investors are
 cautioned that any such forward-looking statements are not guarantees of
 future performance, and involve risks and uncertainties, and that actual
 results may differ materially from those contemplated by such forward-looking
 statements.  Important factors currently known to management that could cause
 actual results to differ materially from those contemplated by the forward-
 looking statements in this press release include, but are not limited to,
 adverse developments with respect to the Company's liquidity position or
 failure to execute the Company's operating plan and objectives, as well as
 adverse developments in the healthcare or pharmaceutical industry generally.
 Additional factors that could cause actual results to differ materially from
 those contemplated in this press release can be found in the Company's Annual
 Report on Form 10-K for the year ended December 31, 2000 filed with the
 Securities and Exchange Commission.
 
    Additional information about Caremark Rx is available on the World Wide
                                     Web at
                 http:\\www.caremarkrx.com and www.frbinc.com .
     For further information on Caremark Rx, Inc. via facsimile at no cost,
           simply dial 1-800-PRO-INFO and enter the company code CMX.
 
 
                        CAREMARK RX, INC. AND SUBSIDIARIES
                       CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (In thousands)
 
                                              March 31,        December 31,
                                                 2001              2000
                                             (Unaudited)
                           ASSETS
 
     Current assets:
       Cash and cash equivalents               $30,342            $2,352
       Accounts receivable, net                231,415           249,766
       Inventories                             166,465           186,231
       Prepaid expenses and other current       10,066             8,757
       Current assets of discontinued
        operations                               1,712             6,221
       Total current assets                    440,000           453,327
 
     Property and equipment, net               114,024           110,320
     Intangible assets, net                     37,734            35,165
     Other assets                               79,272            79,723
     Non-current assets of discontinued
      operations                                 6,940             7,001
         Total assets                         $677,970          $685,536
 
 
             LIABILITIES AND STOCKHOLDERS' DEFICIT
 
     Current liabilities:
       Accounts payable                       $423,810          $417,567
       Other accrued expenses and
        liabilities                            158,884           169,857
       Income taxes payable                      3,741             2,533
       Current portion of long-term debt         2,500             1,875
       Current liabilities of discontinued
        operations                              40,264            43,405
         Total current liabilities             629,199           635,237
 
     Long-term debt, net of current
      portion                                  697,500           733,347
     Other long-term liabilities                80,939            82,398
     Long-term liabilities of discontinued
      operations                                 2,429             3,618
         Total liabilities                   1,410,067         1,454,600
 
     Commitments and contingencies
 
     Convertible Preferred Securities          200,000           200,000
 
     Stockholders' deficit:
       Common stock                                231               231
       Additional paid-in capital            1,390,362         1,399,902
       Shares held in trust                   (107,372)         (115,287)
       Accumulated deficit                  (2,215,318)       (2,253,910)
         Total stockholders' deficit          (932,097)         (969,064)
         Total liabilities and
          stockholders' deficit               $677,970          $685,536
 
 
                        CAREMARK RX, INC. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                    (Unaudited)
                     (In thousands, except per share amounts)
 
                                            Three Months Ended March 31,
                                               2001              2000
 
     Net revenue                           $1,373,942        $1,051,990
 
     Operating expenses:
       Cost of revenues                     1,270,755           968,675
       Selling, general and administrative
        expenses                               34,922            27,097
       Depreciation and amortization            6,742             5,723
     Operating income                          61,523            50,495
     Interest expense, net                     19,802            28,869
     Income from continuing operations
      before provision for income taxes        41,721            21,626
     Provision for income taxes                 3,129             1,621
     Income from continuing operations         38,592            20,005
     Preferred security dividends               3,304             3,220
     Income from continuing operations
      available to common stockholders         35,288            16,785
     Loss from discontinued operations              -          (198,000)
     Net income (loss) to common
      stockholders                            $35,288         $(181,215)
 
     Average number of common shares
      outstanding -- basic                    222,925           191,250
       Dilutive effect of stock options        10,523             2,437
       Presumed conversion of convertible
        preferred securities (A)               26,850                 -
     Average number of common shares
      outstanding - diluted                   260,298           193,687
 
     Earnings per common share -- basic:
       Income to common stockholders from
        continuing operations                   $0.16             $0.09
       Loss from discontinued operations         $  -            $(1.04)
         Net income (loss) to common
          stockholders                          $0.16            $(0.95)
 
     Earnings per common share -- diluted (A):
       Income to common stockholders from
        continuing operations                   $0.15             $0.09
       Loss from discontinued operations         $  -            $(1.02)
         Net income (loss) to common
          stockholders                          $0.15            $(0.93)
 
     (A) The Company's convertible preferred securities were dilutive to income
         from continuing operations in 2001 only.
 
 
                        CAREMARK RX, INC. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (Unaudited)
                                  (In thousands)
 
                                              Three Months Ended March 31,
                                                 2001              2000
 
     Cash flows from continuing
      operations:
       Income from continuing operations       $38,592           $20,005
       Adjustments to reconcile income from
        continuing operations to net cash
        and cash equivalents provided by
         continuing operations:
        Depreciation and amortization            6,742             5,723
        Non-cash interest expense                1,414             1,801
       Changes in operating assets and
        liabilities, net of effects of
         acquisitions of businesses             37,979            51,052
       Net cash and cash equivalents
        provided by continuing operations       84,727            78,581
 
     Cash flows from investing activities:
      Capital expenditures, net                (14,022)           (4,201)
 
     Cash flows from financing activities:
       Proceeds from issuance of equity
        securities, net                          1,679             3,328
 
       Net repayments under credit facility    (35,222)          (25,438)
       Long-term debt issuance costs            (4,812)                -
       Accounts receivable securitization       10,888                 -
       Dividend payments on Convertible
        Preferred Securities                         -            (3,568)
       Other                                       108              (104)
         Net cash and cash equivalents used in
          financing activities                 (27,359)          (25,782)
     Cash used in discontinued operations      (14,769)          (43,399)
     Cash paid for special charges                (587)             (211)
     Net increase in cash and cash
      equivalents                               27,990             4,988
     Cash and cash equivalents -- beginning
      of period                                  2,352             6,797
     Cash and cash equivalents -- end of
      period                                   $30,342           $11,785
 
 
                                 Caremark Rx, Inc.
                            Selected Statistic & Ratios
 
     (Millions)                        Quarter Ended  Quarter Ended  Percentage
                                          03/31/2001   03/31/2000     Variance
 
     Claims Processed
        Mail*                                4.4            3.5         26%
        Retail                              16.3           13.2         23%
        Total*                              20.7           16.7         24%
 
     Adjusted Claims*                       29.3           23.5         25%
 
     Per Adjusted Claim
        Gross Profit/Adjusted Claim        $3.52          $3.55         (1%)
        EBITDA/Adjusted Claim              $2.33          $2.39         (3%)
 
        *Includes Specialty Distribution Prescriptions
 
 
     (Millions)                             03/31/2001  12/31/2000   03/31/2000
 
     Balance Sheet Debt
        Revolver                         $       ---      $257.5        $247.0
        Term Loans                             250.0        27.7         106.9
        Senior Notes                           450.0       450.0         450.0
        Subordinated Notes               $       ---     ---             420.0
     Total Debt                               $700.0      $735.2      $1,223.9
 
     Cash                                      $30.3        $2.4         $11.8
 
     Net Debt                                 $669.7      $732.8      $1,212.1
 
     LTM EBITDA                               $245.4      $233.4        $213.3
 
     Net Debt to LTM EBITDA                     2.7x        3.1x          5.7x
 
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                http://tbutton.prnewswire.com/prn/11690X51243354
 
 SOURCE  Caremark Rx, Inc.

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