EXHIBIT 99

                              CAUTIONARY STATEMENTS


The statements contained in this Quarterly Report on Form 10-Q include
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 (the "PSLRA"). When used in this Quarterly Report
on Form 10-Q and in future filings by the Company with the Securities and
Exchange Commission, in our press releases, presentations to securities analysts
or investors, and in oral statements made by or with the approval of one of our
executive officers, the words or phrases "believes," "anticipates," "intends,"
"will likely result," "estimates," "projects" or similar expressions are
intended to identify such forward-looking statements. Any of these
forward-looking statements involve risks and uncertainties that may cause our
actual results to differ materially from the results discussed in the
forward-looking statements.

The following discussion contains certain cautionary statements regarding our
business that investors and others should consider. This discussion is intended
to take advantage of the "safe harbor" provisions of the PSLRA. Except to the
extent otherwise required by federal securities laws, in making these cautionary
statements, we are not undertaking to address or update each factor in future
filings or communications regarding our business or operating results, and are
not undertaking to address how any of these factors may have caused results to
differ from discussions or information contained in previous filings or
communications. In addition, any of the matters discussed below may have
affected our past, as well as current, forward-looking statements about future
results. Any or all forward-looking statements in this Quarterly Report on Form
10-Q and in any other public statements we make may turn out to be wrong. They
can be affected by inaccurate assumptions we might make or by known or unknown
risks and uncertainties. Many factors discussed below will be important in
determining future results. Consequently, no forward-looking statement can be
guaranteed. Actual future results may vary materially from those expressed in
our communications.

Health Care Costs

We use a large portion of our premium revenues to pay the costs of health care
services or supplies delivered to our customers. Total health care costs are
affected by the number of individual services rendered and the cost of each
service. Much of our premium revenue is priced before services are delivered and
the related costs are incurred, usually on a prospective annual basis. Although
we base the premiums we charge on our estimate of future health care costs over
the fixed premium period, inflation, regulations and other factors may cause
actual health care costs to exceed what was estimated and reflected in premiums.
These factors may include increased use of services, increased cost of
individual services, catastrophes, epidemics, the introduction of new or costly
treatments, new mandated benefits or other regulatory changes, insured
population characteristics and seasonal changes in the level of health care use.
In addition, the financial results we report for any particular period include
estimates of costs incurred that have not yet been reported to us. Because of
these estimates, our earnings may be adjusted later to reflect the actual costs.
Relatively small changes in medical costs as a percentage of premium revenues
and our ability to properly estimate future health care costs over fixed premium
periods can create significant changes in our financial results because of the
relatively narrow margins of our insurance products.




Industry Factors

The managed care industry receives significant negative publicity and has been
the subject of large jury awards. This publicity has been accompanied by
litigation, legislative activity, regulation and governmental review of industry
practices. These factors may adversely affect our ability to market our products
or services, may require us to change our products and services, and may
increase the regulatory burdens under which we operate, further increasing our
costs of doing business and adversely affecting our profitability.

Competition

In many of our geographic or product markets, we compete with a number of other
entities, some of which may have certain characteristics or capabilities that
give them a competitive advantage. We believe the barriers to entry in these
markets are not substantial, so the addition of new competitors can occur
relatively easily, and consumers enjoy significant flexibility in moving to new
providers of health and well-being services. Certain of our customers may decide
to perform for themselves functions or services we provide, which would decrease
our revenues. Certain of our contracted physicians and other health care
providers may decide to market products and services to our customers in
competition with us. In addition, significant merger and acquisition activity
has occurred in the industry in which we operate as well as in industries that
act as suppliers to us, such as the hospital, physician, pharmaceutical, medical
device and health information systems industries. To the extent that there is
strong competition or that competition intensifies in any market, our ability to
retain or increase customer or contracted physicians and other health care
providers, or maintain or increase our revenue growth, pricing flexibility,
control over medical cost trends and marketing expenses may be adversely
affected.

AARP Contract

Under our long-term contract with AARP, we provide Medicare Supplement and
Hospital Indemnity health insurance and other products to AARP members. As of
March 31, 2002, our portion of AARP's insurance program represented
approximately $3.6 billion in annual net premium revenue from approximately 3.5
million AARP members. The success of our AARP arrangement depends, in part, on
our ability to service these customers, develop additional products and
services, price the products and services competitively, and respond effectively
to federal and state regulatory changes. Additionally, events that adversely
affect AARP or one of its other business partners for its member insurance
program could have an adverse effect on the success of our arrangement with
AARP.

Medicare Operations

In response to medical cost increases that exceeded Medicare program
reimbursement rate growth, we have withdrawn our Medicare+Choice product
offerings from a number of counties and filed significant benefit adjustments in
other counties. These and other actions have reduced Medicare+Choice enrollment
and may result in further withdrawals of Medicare+Choice product offerings, when
and as permitted by our contracts with CMS. We are precluded from re-entering
the counties from which we have withdrawn our Medicare+Choice product offerings
until two years after the effective date of withdrawal.

We will continue to offer Medicare+Choice products in economically viable
markets and are exploring alternative arrangements to provide health benefits to
seniors. However, the financial results of our Medicare+Choice operations depend
on a number of factors, including future Medicare program reimbursement
increases, government regulations, benefit design, physician and other health
care provider contracting and other factors. There can be no assurance that our
Medicare+Choice operations will be profitable in future periods.


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Government Programs and Regulation

Our business is heavily regulated domestically, at the federal, state and local
levels and internationally. The laws and rules governing our business and
interpretations of those laws and rules are subject to frequent change. Broad
latitude is given to the agencies administering those regulations. Existing or
future laws and rules could force us to change how we do business, restrict
revenue and enrollment growth, increase our health care and administrative costs
and capital requirements, and increase our liability in federal and state courts
for coverage determinations, contract interpretation and other actions. We must
obtain and maintain regulatory approvals to market many of our products. Delays
in obtaining or failure to obtain or maintain these approvals could adversely
affect our revenue or could increase our costs. We participate in federal, state
and local government health care coverage programs. These programs generally are
subject to frequent change, including changes that may reduce the number of
persons enrolled or eligible, reduce the amount of reimbursement or payment
levels, or increase our administrative or health care costs under such programs.
Such changes have adversely affected our financial results and willingness to
participate in such programs in the past and may also do so in the future.

State legislatures and Congress continue to focus on health care issues.
Congress is considering Patients' Bill of Rights legislation that, if adopted,
could fundamentally alter ERISA's treatment of liability for noncompliance,
fiduciary breach of contract and improper benefit coverage denials. Other bills
and regulations at state and federal levels may affect certain aspects of our
business including physician and other health care provider contracting, claim
payments and processing, confidentiality of health information and
government-sponsored programs. While we cannot predict if any of these
initiatives will ultimately become binding law or regulation, or if enacted,
what their terms will be, there enactment could increase our costs, expose us to
expanded liability, require us to revise the ways in which we conduct business
or put us at risk for a loss of business to new health care funding
arrangements. Further, as our businesses continue to implement their e-commerce
initiatives, uncertainty surrounding the regulatory authority and requirements
in this area will make it difficult to ensure compliance.

We are also subject to various governmental reviews, audits and investigations.
Such oversight could result in the loss of licensure or the right to participate
in certain programs, or the imposition of civil or criminal fines, penalties and
other sanctions. In addition, disclosure of any adverse investigation or audit
results or sanctions could damage our reputation in various markets and make it
more difficult for us to sell our products and services. We are currently
involved in various governmental investigations, audits and reviews. These
include routine, regular and special investigations, audits and reviews by the
CMS, state insurance departments and state attorneys general, the Office of
Personnel Management, the Office of the Inspector General and U.S. Attorneys. We
do not believe the results of any of the current investigations, audits or
reviews, individually or in the aggregate, will have a material adverse effect
on our financial position or results of operations.

Our operations are conducted through our wholly owned subsidiaries, which
include health maintenance organizations and insurance companies. These
companies are subject to state regulations that, among other things, may require
the maintenance of minimum levels of statutory capital, as defined by each
state, and may restrict the timing and amount of dividends and other
distributions that may be paid to their respective parent companies. Generally,
the amount of dividend distributions that may be paid by our regulated
subsidiaries, without prior approval by state regulatory authorities, is limited
based on the subsidiary's level of statutory net income, statutory capital and
surplus.

Physician, Hospital and Other Health Care Provider Relations

One of the significant techniques we use to contain health care costs and
facilitate care delivery is contracting with physicians, hospitals and other
health care providers. Because our health plans are geographically diverse and
most of those health plans contract with a large number of these providers, we
believe our aggregate exposure to provider relations issues is limited. A number
of organizations are advocating for legislation that would exempt certain of
these providers from federal and state antitrust laws, the adoption of which
could affect this assessment.


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In any particular market, these providers could refuse to contract, demand
higher payments, or take other actions that could result in higher health care
costs, less desirable products for customers or difficulty meeting regulatory or
accreditation requirements. In some markets, certain providers, particularly
hospitals, physician/hospital organizations or multi-specialty physician groups,
may have significant market positions or near monopolies.

Litigation and Insurance

We may be a party to a variety of legal actions that affect any business, such
as employment and employment discrimination-related suits, employee benefit
claims, breach of contract actions, tort claims, shareholder suits, including
securities fraud, and intellectual property related litigation. In addition,
because of the nature of our businesses, we are routinely party to a variety of
legal actions related to the design, management and offerings of our services.
These matters include: claims related to health care benefits coverage; medical
malpractice actions; allegations of anti-competitive and unfair business
activities; disputes over compensation and termination of contracts including
those with physicians and other health care providers; disputes related to our
administrative services, including actions alleging claim administration errors
and failure to disclose rate discounts and other fee and rebate arrangements;
disputes over benefit co-payment calculations; claims related to disclosure of
certain business practices; and claims relating to customer audits and contract
performance. In 1999, a number of class action lawsuits were filed against us
and virtually all major entities in the health benefits business. The suits are
purported class actions on behalf of certain customers and physicians for
alleged breaches of federal statutes, including ERISA and the Racketeer
Influenced Corrupt Organization Act ("RICO"). While we believe these suits
against us are without merit and we intend to defend our position vigorously, we
will incur expenses in the defense of these matters and we cannot predict their
outcomes.

Recent court decisions and legislative activity may increase our exposure for
any of these types of claims. In some cases, substantial non-economic, treble or
punitive damages may be sought. We currently have insurance coverage for some of
these potential liabilities. Other potential liabilities may not be covered by
insurance, insurers may dispute coverage, or the amount of insurance may not be
enough to cover the damages awarded. In addition, certain types of damages, such
as punitive damages, may not be covered by insurance and insurance coverage for
all or certain forms of liability may become unavailable or prohibitively
expensive in the future.

Information Systems

Our businesses depend significantly on effective information systems. Our
information systems require an ongoing commitment of significant resources to
maintain and enhance existing systems and develop new systems to keep pace with
continuing changes in information processing technology, evolving industry and
regulatory standards, and changing customer preferences. For example, the
administrative simplification provisions of HIPAA and the Department of Labor's
ERISA claim processing regulations require changes to current systems. In
addition, we obtain significant portions of our systems-related or other
services or facilities from independent third parties, which may make our
operations vulnerable to such third parties' failure to perform adequately. As a
result of our acquisition activities, we have acquired additional systems and
have been taking steps to reduce the number of systems and have upgraded and
expanded our information systems capabilities. Failure to maintain effective and
efficient information systems could cause the loss of existing customers,
difficulty in attracting new customers, issues in determining medical cost
estimates, customer and physician and other health care provider disputes,
regulatory problems, increases in administrative expenses or other adverse
consequences.


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Data and Proprietary Information

Many of our products and services depend significantly on the integrity of the
data on which they are based. If the information contained in our databases were
found or perceived to be inaccurate, or if such information were generally
perceived to be unreliable, commercial acceptance of our database-related
products would be adversely and materially affected. Furthermore, the use of
individually identifiable data by our businesses is regulated at international,
federal, state and local levels. These laws and rules are changed frequently by
legislation or administrative interpretation. These restrictions could adversely
affect revenues from certain of our products or services and, more generally,
affect our business, financial condition and results of operations.

There are various state laws that address the use and maintenance of
individually identifiable health data. Most enact privacy provisions from the
federal Gramm-Leach-Bliley Act. Additionally, new federal regulations
promulgated pursuant to HIPAA are now effective, with compliance required by
April 2003. Compliance with these proposals and new regulations could result in
cost increases due to necessary systems changes and the development of new
administrative processes and may impose further restrictions on our use of
patient identifiable data that is housed in one or more of our administrative
databases. The success of our knowledge and information-related businesses also
depends significantly on our ability to maintain proprietary rights to our
databases and related products. We rely on our agreements with customers,
confidentiality agreements with employees, and our trade secrets, copyrights and
patents to protect our proprietary rights. We cannot assure that these legal
protections and precautions will prevent misappropriation of our proprietary
information. In addition, substantial litigation regarding intellectual property
rights exists in the software industry, and we expect software products to be
increasingly subject to their-party infringement claims as the number of
products and competitors in this industry segment grows. Such litigation could
have an adverse effect on the ability of our businesses to market and sell
products and services and on our financial condition and results of operations.

Administration and Management

Efficient and cost-effective administration of our operations is essential to
our profitability and competitive positioning. While we manage expenses,
staff-related and other administrative expenses may increase from time to time
due to business or produce start-ups or expansions, growth or changes in
business or the mix of products purchased by customers, acquisitions, regulatory
requirements or other reasons. Unanticipated expense increases may adversely
affect our financial results. Further, we believe we currently have an
experience, capable management and technical staff. The market for management
and technical personnel, including information systems professionals, in the
health care industry is very competitive. Loss of certain key employees or a
number of managers or technical staff could adversely affect our ability to
administer and manager our business.

Marketing

We market our products and services through both employed sales people and
independent sales agents. Although we have many sales employees and agents, the
departure of certain key sales employees or agents or a large subset of these
individuals could impair our ability to retain existing customers. In addition,
certain of our customers or potential customers consider our debt ratings,
accreditation or certification by various private or governmental bodies or
rating agencies necessary or important. Certain of our health plans or other
business units may not have obtained or maintained, or may not desire or be able
to obtain or maintain, such ratings, accreditation or certification, which could
adversely affect our ability to obtain or retain business with these customers.


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Acquisitions and Dispositions

We have an active ongoing acquisition and disposition program under which we may
engage in transactions involving the acquisition or deposition of assets,
products or businesses, some or all of which may be material. These transactions
may entail certain risks and uncertainties and may affect ongoing business
operations because of unknown liabilities, unforeseen administrative needs or
increased efforts to integrate the acquired operations. Failure to identify
liabilities, anticipate additional administrative needs or effectively integrate
acquired operations could result in reduced revenues, increased administrative
and other costs and customer dissatisfaction.

Terrorist Attacks

The terrorist attacks launched on September 11, 2001, the war on terrorism, the
threat of future acts of terrorism and the related concerns of customers and
providers have negatively affected, and may continue to negatively affect, the
U.S. economy in general and our industry specifically. Depending on the
government's actions and the responsiveness of public health agencies and
insurance companies, future acts of terrorism and bio-terrorism could adversely
affect our Company through, among other things, increased use of health care
services including, without limitation, hospital and physician services,
ancillary testing and procedures, increased prescriptions for certain drugs,
mental health and other services; loss of membership as a result of lay-offs or
other reductions of employment; adverse effects upon the financial condition or
business of employers who sponsor health care coverage for their employees;
disruption of our information and payment systems; increased health care costs
due to restrictions on our ability to carve out certain categories of risk, such
as acts of terrorism; and disruption of the financial and insurance markets in
general.

Financial Outlook

From time to time in press releases and otherwise, we may publish forecasts or
other forward-looking statements regarding our future results, including
estimated revenues, net earnings and other operating and financial metrics. Any
forecast of our future performance reflects various assumptions. These
assumptions are subject to significant uncertainties, and as a matter of course,
any number of them may prove to be incorrect. Further, the achievement of any
forecast depends on numerous risks and other factors (including those described
in this discussion), many of which are beyond our control. As a result, we
cannot assure that our performance will be consistent with any management
forecasts or that the variation from such forecasts will not be material and
adverse. You are cautioned not to base your entire analysis of our business and
prospects upon isolated predictions, but instead are encouraged to utilize the
entire publicly available mix of historical and forward-looking information, as
well as other available information affecting us and our services, when
evaluating our prospective results of operations.

General Economic Conditions

Changes in economic conditions could affect our business and results of
operations. The state of the economy could affect our employer group renewal
prospects and our ability to increase prices in some of our businesses. Although
we are continuously striving to diversify our product offerings to address the
changing needs of consumers, there can be no assurance that the effects of the
current or a future downturn in economic conditions will not cause our existing
customers to seek health coverage alternatives that we do not offer or will not
result in significant loss of customers, or decreased margins on our continuing
customers.


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Stock Market

The market prices of the securities of the publicly-held companies in the
industry in which we operate have shown volatility and sensitivity in response
to many factors, including general market trends, public communications
regarding managed care, litigation and judicial decisions, legislative or
regulatory actions, health care cost trends, pricing trends, competition,
earnings, membership reports of particular industry participants and acquisition
activity. We cannot assure the level or stability of the price of our securities
at any time or the affect of the foregoing or any other factors on such prices.



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