Caremark Rx, Inc., a Delaware Corporation, is one of the largest pharmaceutical services companies in the United States, with net revenue of approximately $6.81 billion for 2002. The Company's operations are conducted through Caremark Inc., which provides pharmacy benefit management services and therapeutic pharmaceutical services. These services are sold separately and together to assist corporations, insurance companies, unions, government employee groups and managed care organizations throughout the United States in delivering prescription drugs to their members in a cost-effective manner.

As one of the nation's leading prescription benefit managers (PBM) Caremark is recognized as being on the forefront of pharmacy and medical cost management. Years of experience and data from Caremark's extensive patient records database have shown that appropriate use of pharmaceutical therapies can be the key to a successful strategy for containing overall healthcare costs and improving patient outcomes. Caremark expertly manages the entire spectrum of drug benefit plans and therapies to ensure appropriate and cost-effective pharmaceutical selection, prescribing, dispensing, and reimbursement to help plan sponsors meet their financial and quality objectives.

In addition to comprehensive prescription benefit management programs, Caremark offers specialized pharmaceutical services for patients with chronic or genetic disorders, and disease management programs that target high-cost, complex conditions. By combining proven managed care strategies with a strong clinical orientation, sophisticated information systems, and expert administrative services, Caremark enables plan sponsors to gain control over their benefit costs while actually enhancing the quality of the entire scope of their clinical care.

In 2002, Caremark provided these services to more than 1,200 health plan sponsors, including some of America's leading corporations, managed care organizations, insurance companies, government agencies, and unions. More than 20 million plan participants will receive over 70 million prescriptions through Caremark's retail, mail service, and specialized home delivery options. With such diverse client and patient needs, Caremark is expert at designing benefit plans that are custom-tailored to each sponsor's unique circumstances and participant profile. From initial benefits design to flexible data analysis and reporting, Caremark works with sponsors to find the solutions best for them. But whatever the sponsor's needs, all of Caremark's personnel operate under the highest quality and ethical standards for safe and accurate drug handling and dispensing, cost control, and responsive, professional client service.

Caremark offers a complete range of innovative pharmaceutical, clinical, and administrative programs and services:

• Integrated prescription benefit programs including retail and mail pharmacy and benefit services
• National retail pharmacy network with electronic claims processing
• Specialized therapeutic services centered on the delivery of biotech pharmaceuticals and related support services for patients nationwide
• Clinical outcomes programs including disease state management
• Healthcare data management, analysis, and reporting
• Prescription drug benefit plan design and consultation
• Related clinical programs such as formulary management, drug utilization review, retrospective and concurrent case management, physician profiling, and drug information for patients
• Paper claims administration