SIERRA HEALTH SERVICES INC - 10-K Annual Report

Back to GetFilings.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

X

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

For the fiscal year ended December 31, 1999

OR

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

For the transition period from to

Commission file number: 1-8865

SIERRA HEALTH SERVICES, INC.
(Exact name of Registrant as specified in its charter)

NEVADA

(State or other jurisdiction of
incorporation or organization)
88-0200415

(I.R.S. Employer Identification Number)
2724 NORTH TENAYA WAY
LAS VEGAS, NEVADA 89128

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (702) 242-7000
Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Name of each exchange on
which registered

Common Stock, par value $.005

New York Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES X NO

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The aggregate market value of the voting stock held by non-affiliates of
the registrant on February 28, 2000 was $145,661,000.

The number of shares of the registrant's common stock outstanding on
February 28, 2000 was 27,041,000.

DOCUMENTS INCORPORATED BY REFERENCE

DOCUMENT WHERE INCORPORATED

Registrant's Current Report on Form 8-K dated Part I
March 15, 2000. Part II, Item 7
Part III
Portions of the registrant's definitive proxy statement for its 2000 annual
meeting to be filed with the SEC not later

than 120 days after the end of the fiscal year.

SIERRA HEALTH SERVICES, INC.

1999 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

Page

PART I

Item 1. Business ................................................................................. 1

Item 2. Properties................................................................................ 15

Item 3. Legal Proceedings......................................................................... 16

Item 4. Submission of Matters to a Vote of Security Holders....................................... 16

PART II

Item 5. Market for Registrant's Common Stock and

Related Stockholder Matters............................................................ 17

Item 6. Selected Financial Data................................................................... 18

Item 7. Management's Discussion and Analysis of Financial Condition

and Results of Operations ............................................................. 19

Item 7a. Quantitative and Qualitative Disclosures about Market Risk ............................... 31

Item 8. Financial Statements and Supplementary Data............................................... 32

Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.................................................... 61

PART III

Item 10. Directors and Executive Officers of the Registrant........................................ 61

Item 11. Executive Compensation.................................................................... 61

Item 12. Security Ownership of Certain Beneficial Owners and Management............................ 61

Item 13. Certain Relationships and Related Transactions............................................ 61

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K........................... 62

i

PART I

ITEM 1. BUSINESS

GENERAL

The Company filed a Current Report on Form 8-K dated March 15, 2000, which is
incorporated by reference, that set forth cautionary statements pursuant to the
"safe harbor" provisions of the Private Securities Litigation Reform Act of 1995
and identified important risk factors that could cause the Company's actual
results to differ materially from those expressed in any projected, estimated or
forward-looking statements relating to Sierra Health Services, Inc. and its
subsidiaries.

Sierra Health Services, Inc. ("Sierra") and its subsidiaries (collectively
referred to as the "Company"), is a managed health care organization that
provides and administers the delivery of comprehensive health care and workers'
compensation programs with an emphasis on quality care and cost management. The
Company's strategy has been to develop and offer a portfolio of managed health
care and workers' compensation products to employer groups and individuals. The
Company's broad range of managed health care services is provided through its
federally qualified health maintenance organizations ("HMOs"), managed indemnity
plans, a third-party administrative services program for employer-funded health
benefit plans, workers' compensation medical management programs and a
subsidiary that administers a managed care federal contact for the Department of
Defense's TRICARE program in Region 1. This contract is currently structured as
five one-year option periods. If all option periods are exercised by the
Department of Defense ("DoD") and no extensions of the performance period are
made, health care delivery will end on May 31, 2003 for Region 1. Ancillary
products and services that complement the Company's managed health care and
workers' compensation product lines are also offered.

On October 31, 1998, Sierra and one of its subsidiaries, Texas Health Choice,
L.C. ("TXHC"), completed the acquisition of certain assets of Kaiser Foundation
Health Plan of Texas ("Kaiser-Texas"), a health plan operating in Dallas/Ft.
Worth and Permanente Medical Association of Texas ("Permanente"), a medical
group with approximately 150 physicians. The purchase price allocation included
a premium deficiency reserve of $25 million for estimated losses on the
contracts acquired from Kaiser-Texas. The purchase price was $124 million, which
is net $20 million in operating cost support paid to Sierra by Kaiser Foundation
Hospitals in four quarterly installments following the closing of the
transaction. The purchase price included amounts for real estate and eight
medical and office facilities with approximately 500,000 square feet. In
December 1998, certain accreditation goals were met by the health plan resulting
in a purchase price increase of $3.0 million, to $127 million. The purchase
price may increase up to an additional $27 million over three years if certain
growth and member retention goals are met by the health plan; however,
preliminary results indicate these goals were not met for the first year. Sierra
assumed no prior liabilities for malpractice or other litigation, or for any
unanticipated future adjustments to claims expenses for periods prior to
closing. The transaction was financed with a five-year revolving credit facility
and a $35.2 million note payable to Kaiser Foundation Health Plan of Texas. The
note is secured by the acquired real estate. Approximately $110 million of the
$200 million revolving credit facility was used to fund the transaction.

The original liability for the estimated premium deficiency was based upon
assumptions of membership and other operating information, some of which had not
been received as of December 31, 1998. During 1999, the Company continued to
gather such data, including data from the seller, and based upon the receipt and
analysis of this data, the Company revised the initial estimate of the premium
deficiency accrual. In total the Company recorded a $72.0 million premium
deficiency in conjunction with the acquisition. Of this amount, $6.8 million was
utilized in 1998 to offset losses on the acquired contracts and the remainder
was utilized in 1999. Total goodwill recorded in conjunction with the
acquisition was $126.8 million, of which $24.8 million was a result of
adjustments in 1999.

On December 31, 1998, Sierra completed the acquisition of the Nevada health care
business of Exclusive Healthcare, Inc. ("EHI"), United of Omaha Life Insurance
Company and United World Life Insurance Company ("United"), all of which were
subsidiaries of Mutual of Omaha Insurance Company. Sierra initially retained

1

approximately 9,000 members (approximately 4,400 HMO members) subsequent to the
acquisition. Effective June 1, 1999, the Company completed the purchase of the
Texas operations of EHI (approximately 1,000 HMO members) and United's related
preferred provider organization ("PPO") that was part of the dual option HMO/PPO
plan. The purchase price of both the Nevada and Texas transactions is contingent
based on how many members are retained through 2000 and 2001. No cash will be
paid until group renewals begin in 2000.

The principal executive offices of the Company are located at 2724 North Tenaya
Way, Las Vegas, Nevada 89128, and its telephone number is (702) 242-7000.

Managed Care Products and Services

The Company's primary types of health care coverage are HMO plans, HMO Point of
Service ("POS") plans, and managed indemnity plans, which include a PPO option.
As of December 31, 1999, the Company provided HMO products to approximately
198,900 members in Nevada, 92,200 in Dallas/Ft. Worth, 33,300 in Houston and
3,100 in Arizona. The POS products allow members to choose one of the various
coverage options when medical services are required instead of one plan for the
entire year. The Company also provides managed indemnity products to
approximately 36,700 members, Medicare supplement products to approximately
28,300 members, and administrative services to approximately 297,500 members.
Medical premiums account for approximately 64% of total revenues. Approximately
72% and 28% of such medical premiums were derived from Nevada HMO and insurance
subsidiaries, and the Texas HMO, respectively in 1999.

Health Maintenance Organizations. The Company operates mixed group network model
HMOs in Las Vegas, Nevada and Dallas/Ft. Worth, Texas and a network model HMO in
Reno, Nevada and Houston, Texas. Contracted primary care physicians and
specialists for the HMOs are compensated on a capitation or modified
fee-for-service basis. Contracts with their primary hospitals are on a
capitation or discounted per diem basis. Members receive a wide range of
coverage after paying a nominal co-payment and are eligible for preventive care
coverage. The HMOs do not require deductibles or claim forms.

Most of the Company's managed health care services in Nevada are provided
through its independently contracted network of approximately 2,000 providers
and 12 hospitals. These Nevada networks include the Company's multi-specialty
medical group, which provides medical services to approximately 73% of the
Company's southern Nevada HMO members and employs over 170 primary care and
other providers in various medical specialties. The Company directly provides
home health care, hospice care and behavioral health care services and operates
a company that provides home infusion, oxygen and durable medical equipment
services. In addition, the Company operates two 24-hour urgent care centers, a
radiology department, a vision department, an occupational medicine department
and two free-standing, state-licensed and Medicare-approved ambulatory surgery
centers. The Company believes that this vertical integration of its health care
delivery system in Nevada provides a competitive advantage as it has helped it
to effectively manage health care costs while delivering quality care.

In Dallas/Ft. Worth, Texas, the Company's affiliated medical group provides
professional services from seven health centers; all of which offer primary care
services while two offer specialty and urgent care services. Approximately 95%
of the Company's 92,200 Dallas/Ft. Worth HMO members are provided care by this
medical group. In addition, TXHC has contracts with 13 hospitals for inpatient
care in Dallas/Ft. Worth. Shortly after the acquisition, the Company changed the
provider model in Dallas/Ft. Worth from a group model to a mixed network model
by overlaying individual practice association ("IPA") delivery systems on top of
the existing group model to provide members with more choice. Currently, the
Dallas/Ft. Worth members are served by approximately 1,500 independently
contracted providers. The 33,300 Houston HMO members are served by approximately
1,600 independently contracted providers and 15 hospitals.

The Company's commercial plans offer traditional HMO benefits and POS benefits.
At December 31, 1999, the Company had approximately 263,100 commercial members
of which 148,400 were located in Nevada, 114,400 in Texas and 300 in Arizona.

2

The Company offers a Medicare risk product for Medicare-eligible beneficiaries
called Senior Dimensions in Nevada and Golden Choice in Texas. Senior Dimensions
is marketed directly to Medicare-eligible beneficiaries in the Company's Nevada
service area. In the first quarter of 2000, the Company eliminated active sales
and marketing for Golden Choice. The Company will continue to offer the plan to
potential customers who contact the Company, as well as provide service to
existing members. The monthly payment received from the Health Care Financing
Administration ("HCFA") for Medicare members is determined by formula
established by Federal law. The Balanced Budget Act of 1997 included legislative
changes which affected the way health plans are compensated for Medicare members
by eliminating over five years amounts paid for graduate medical education and
by increasing the blend of national cost factors applied in determining local
reimbursement rates over a six-year phase-in period. Both changes will have the
effect of reducing reimbursement in high cost metropolitan areas with a large
number of teaching hospitals; however, the legislation includes a provision for
a minimum increase of 2% annually in health plan Medicare reimbursement through
2003. Under the authority provided by the 1997 Balanced Budget Act (see
"Government Regulation and Recent Legislation"), HCFA has begun to collect
hospital encounter data from Medicare risk contractors. The data will be used to
implement a new risk adjustment mechanism which will be phased in over a
five-year period which began January 1, 2000. Given the relatively high Medicare
risk premium levels in certain of the Company's market areas, the Company is in
jeopardy that the new risk adjustment mechanism to be developed could adversely
affect the Company's Medicare premium rates going forward. The risk adjustment
factors have not been applied to the Social HMO capitation payments for the Year
2000 and the Company does not believe that the risk adjustment mechanism will be
applied to Social HMO capitation payments in the future.

As of December 31, 1999, the Company had 52,900 Medicare members, of which
39,000 were located in Nevada, 11,100 in Texas and 2,900 in Arizona.
Approximately 35,000 of the Nevada Medicare members were enrolled in a Social
HMO (See "Social Health Maintenance Organization" following).

In addition, as of December 31, 1999, the Company had approximately 11,500
members enrolled in its HMO Medicaid risk products. To enroll in these products,
an individual must be eligible for Medicaid benefits in the state of Nevada. The
state's managed care division pays the Company's HMO a monthly fee for each
Medicaid member enrolled.

Social Health Maintenance Organization. Effective November 1, 1996, the Company
entered into a Social HMO II contract with HCFA pursuant to which a large
portion of the Company's Medicare risk enrollees will receive certain expanded
benefits. Sierra was one of six HMOs nationally to be awarded this contract, and
is currently the only company to have implemented the program as of December 31,
1999. The Company receives additional revenues for providing these expanded
benefits. The additional revenues are determined based on health risk
assessments that have been, and will continue to be, performed on the Company's
eligible Medicare risk members. The additional benefits include, among other
things, assisting the eligible Medicare risk members with typical daily living
functions such as bathing, dressing and walking. These members, as identified in
the health risk assessments, are those who currently have difficulty performing
such daily living functions because of a health or physical problem. HCFA is
considering adjusting the reimbursement factors for the Social HMO members in
the future. At this time, however, there can be no assurance as to what the
final per member reimbursement will be or that the Social HMO contract will be
renewed. If the reimbursement for these members decreases significantly and
related benefit changes are not made timely, there could be a material adverse
effect on the Company's business.

Preferred Provider Organizations. The Company also offers health insurance
through its PPO. The Company's managed indemnity plans generally offer insureds
the option of receiving their medical care from either contracted or
non-contracted providers. Insureds pay higher deductibles and co-insurance or
co- payments when they receive care from non-contracted providers. Out-of-pocket
costs are lowered by utilizing contracted providers who are part of the
Company's PPO network. As of December 31, 1999, approximately 36,700 members
were enrolled in Sierra's managed indemnity plans.

The Company currently provides managed indemnity, accidental death and
disability, and Medicare supplement services to individuals in Arizona,
California, Colorado, Iowa, Louisiana, Maryland, Mississippi,

3

Missouri, Nevada, South Carolina and Texas. The Company is also exploring
further expansion in certain other states and currently provides other insurance
services in Missouri. As of December 31, 1999 the managed indemnity subsidiary
was licensed in a total of 43 states and the District of Columbia.

Ancillary Medical Services. Among the ancillary medical services offered by the
Company are outpatient surgical care, diagnostic tests, medical and surgical
procedures, inpatient and outpatient laboratory tests, x- ray, CAT scans,
nuclear medicine services, and mental health and substance abuse services. In
Nevada, the Company also provides home health care services, a hospice program
and vision services. These services are provided to members of the Company's
HMOs, managed indemnity and administrative services plans. The mental health and
substance abuse services are also provided to approximately 145,000 participants
from non-affiliated employer groups and insurance companies. In addition, the
Company offers home infusion, oxygen and durable medical equipment services.

Administrative Services. The Company's administrative services products provide,
among other things, utilization review and PPO services to large employer groups
that are usually self-insured. As of December 31, 1999, approximately 298,000
members were enrolled in the Company's administrative services plans. The
results of operations for these services are included in specialty product
revenues and expenses in the Consolidated Statements of Operations.

Military Contract Services

Sierra Military Health Services, Inc. On September 30, 1997, the DoD awarded the
Company a triple-option health benefits ("TRICARE") contract to provide managed
health care coverage to eligible beneficiaries in Region 1. This region includes
approximately 610,000 eligible individuals in Connecticut, Delaware, Maine,
Maryland, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania,
Rhode Island, Vermont, Virginia, West Virginia and Washington, D.C. SMHS
completed an eight month implementation phase in May 1998 and began providing
health care benefits on June 1, 1998 under the TRICARE contract.

Under the TRICARE contract, Sierra Military Health Services, Inc. ("SMHS")
provides health care services to dependents of active duty military personnel
and military retirees and their dependents through subcontractor partnerships
and individual providers. Through such partnerships, SMHS also performs specific
administrative services, such as health care appointment scheduling, enrollment,
network management and health care advice line services. SMHS performs such
services using DoD information systems. If all five option periods are exercised
by the DoD and no extensions of the performance period are made, health care
delivery will end on May 31, 2003, followed by an additional eight month
phaseout of the Region 1 managed care support contract.

In June 1996, the DoD awarded a TRICARE contract to TriWest Healthcare Alliance
("TriWest"), a consortium consisting of Sierra and 13 other health care
companies, to provide health services to Regions 7 and 8, which include a total
of 16 states. The Company's interest in this equity investee is approximately
12%. In April 1997, TriWest began providing health care to approximately 700,000
individuals, of which the Company is responsible for providing care to
approximately 93,000 beneficiaries in Nevada and Missouri.

Workers' Compensation Operations

Workers' Compensation Subsidiary. On October 31, 1995, the Company acquired CII
Financial, Inc. ("CII"), for approximately $76.3 million of common stock in a
transaction accounted for as a pooling of interests. CII writes workers'
compensation insurance in the states of California, Colorado, Kansas, Missouri,
Nebraska, Nevada, New Mexico, Texas and Utah. CII has licenses in 32 states and
the District of Columbia. California, Colorado, Texas and Nevada represent
approximately 81%, 8%, 5% and 2%, respectively, of CII's fully insured workers'
compensation insurance premiums in 1999. Workers' compensation insurance
premiums account for approximately 6% of the Company's total revenue. The
workers' compensation subsidiary applies the discipline of managed care concepts
to its operations. These concepts include, but are not limited to, the use of
specialized preferred provider networks, utilization reviews by an employed
board certified occupational

4

medicine physician as well as nurse case managers, medical bill reviewers and
job developers who facilitate early return to work.

Effective September 30, 1997, the Company terminated its workers' compensation
administrative services contract with the state of Nevada. The contract served
approximately 200,000 enrollees and provided approximately $3.2 million in
revenues for the year ended December 31, 1997. The contract was terminated to
allow the Company to participate in the Nevada workers' compensation insurance
market which was opened to competition in July 1999.

Marketing

The Company's marketing efforts for its commercial managed care products usually
involve a two-step process. The Company first makes presentations to employers
and then provides information directly to employees once the employer has
decided to offer the Company's products. Once a relationship with a group is
established and a group agreement is negotiated and signed, the Company's
marketing efforts focus on individual employees. During a designated "open
enrollment" period each year, usually the month preceding the annual renewal of
the agreement with the group, employees choose whether to remain with, join or
terminate their membership with a specific health plan offered by the employer.
New employees decide whether to join one of the employers' health insurance
options at the time of their employment. Although contracts with employers are
generally terminable on 60 days notice, changes in membership occur primarily
during open enrollment periods. Medicare risk products are primarily marketed by
the HMOs' sales employees. Retention of employer groups and membership growth is
accomplished through print advertising directed to employers and through
consumer media campaigns. Media communications convey the Company's emphasis on
preventive care, ready access to health care providers and quality service.
Other communications to customers include employer and member newsletters,
member education brochures, prenatal information packets, employer/broker
seminars and direct mail advertising to clients. Members' satisfaction with
Company benefits and services is monitored by customer surveys. Results from
these surveys and other primary and secondary research guide the sales and
advertising efforts throughout the year.

The Company's workers' compensation insurance policies are sold through
independent insurance agents, who may also represent other insurance companies.
The Company believes that independent insurance agents and brokers choose to
market the Company's insurance policies primarily because of the price the
Company charges. Additional considerations include the quality of service that
the Company provides and the commissions the Company pays. The Company employs
full-time employees as marketing representatives to make personal contacts with
agents, to maintain regular communication with them, to advise them of the
Company's services and products, and to recruit additional agents. In addition,
the Company employs full-time field underwriters who meet with agents and can
provide an immediate quote on a policy. As of December 31, 1999, the Company had
relationships with approximately 881 agents and paid its agents commissions
based on a percentage of the gross written premium produced by such agents and
brokers. The Company also has various agency incentive programs that enable an
agent to earn additional compensation if certain premium production and/or
agency loss ratio goals are met. The Company also utilizes a number of
promotional media, including advertising in publications and at trade fairs, to
support the efforts of its independent agents.

SMHS administers marketing initiatives in accordance with the TRICARE Region 1
managed care support contract. SMHS' dedicated Marketing Division uses a
multi-faceted marketing approach to ensure that all beneficiaries within Region
1 have the opportunity to learn about the health care benefits under TRICARE and
have the opportunity to make health care choices that best fit their specific
needs. Marketing initiatives include direct beneficiary briefings, direct mail,
newspaper advertising, newsletters and web page briefs.

5

Membership

Period End Membership:

At December 31,

1999 1998 1997 1996 1995
-------- -------- -------- ------- ------
HMO:

Commercial.............................. 263,000 272,000 154,000 147,000 116,000
Medicare................................ 53,000 47,000 36,000 30,000 25,000
Medicaid................................ 11,000 5,000 2,000
Managed Indemnity........................... 37,000 41,000 64,000 46,000 31,000
Medicare Supplement......................... 28,000 26,000 25,000 23,000 15,000
Administrative Services (1) ................ 298,000 318,000 328,000 338,000 117,000
TRICARE Eligibles........................... 610,000 606,000 ______ ______ ______
---------- ----------
Total Membership........................ 1,300,000 1,315,000 609,000 584,000 304,000
========= ========= ======= ======= =======

(1) For comparability purposes, enrollment information has been restated to
reflect the September 30, 1997 termination of the Company's workers'
compensation administrative services contract with the state of Nevada.
Enrollment in the terminated plan was 163,000 and 94,000 members at
December 31, 1996 and 1995, respectively.

For the years ended December 31, 1999, 1998 and 1997, the Company received
approximately 23.5%, 23.0% and 23.7%, respectively, of its total revenues from
its contract with HCFA to provide health care services to Medicare enrollees.
The Company's contract with HCFA is subject to annual renewal at the election of
HCFA, and requires the Company to comply with federal HMO and Medicare laws and
regulations and may be terminated if the Company fails to so comply. The
termination of the Company's contract with HCFA would have a material adverse
effect on the Company's business. In addition, there have been, and the Company
expects that there will continue to be, a number of legislative proposals to
limit Medicare reimbursements and to require additional benefits. Future levels
of funding of the Medicare program by the federal government cannot be predicted
with certainty. (See "Government Regulation and Recent Regulation").

The Company's ability to obtain and maintain favorable group benefit agreements
with employer groups affects the Company's profitability. The agreements are
generally renewable on an annual basis but are subject to termination on 60 days
prior notice. For the fiscal year ended December 31, 1999, the Company's ten
largest HMO employer groups were, in the aggregate, responsible for less than
10% of the Company's total revenues. Although none of such employer groups
accounted for more than 2% of total revenues during that period, the loss of one
or more of the larger employer groups would, if not replaced with similar
membership, have a material adverse effect upon the Company's business. The
Company has generally been successful in retaining these employer groups.
However, there can be no assurance that the Company will be able to renew its
agreements with such employer groups in the future or that it will not
experience a decline in enrollment within its employer groups. Additionally,
revenues received under certain government contracts are subject to audit and
retroactive adjustment.

Provider Arrangements and Cost Management

HMO and Managed Indemnity Products. A significant distinction between the
Company's health care delivery system and that of many other managed care
providers is the fact that approximately 73% of the Company's southern Nevada
HMO members and 95% of its Dallas/Ft. Worth, Texas HMO members receive primary
health care through the Company's affiliated multi-specialty medical groups. The
Company makes health care available through independently contracted providers
employed by the multi-specialty medical groups and other independently
contracted networks of physicians, hospitals and other providers.

Under the Company's HMOs, the member selects a primary care physician who
provides or authorizes any non-emergency medical care given to that member.
These primary care physicians and some specialists are compensated to a limited
extent on the basis of how well they coordinate appropriate medical care. The
Company has a system of limited incentive risk arrangements and utilization
management with respect to its

6

independently contracted primary care physicians. The Company compensates its
independently contracted primary care physicians and specialists by using both
capitation and modified fee-for-service payment methods. In Nevada, under both
the capitation and modified fee-for-service methods, an incentive risk
arrangement is established for institutional services. Additional amounts may be
made available to certain capitated physicians if hospital costs are less than
anticipated for the Company's HMO members. For those primary care physicians
receiving payments on a modified fee-for-service basis, portions of the payments
otherwise due the physicians are withheld. The amounts withheld are available
for payment to the physicians if, at year-end, the expenditures for both
institutional and non-institutional medical services are within predetermined,
contractually agreed upon ranges. It is believed that this method of limited
incentive risk payment is advantageous to the physician, the Company and the
members because all share in the benefits of managing health care costs. The
Company has, however, negotiated capitation and reduced fee-for- service
agreements with certain specialists and primary care providers who do not
participate in the incentive risk arrangements. The Company monitors health care
utilization, including evaluation of elective surgical procedures, quality of
care and financial stability of its capitated providers to facilitate access to
service and to ensure member satisfaction.

The Company provides or negotiates discounted contracts with hospitals for the
provision of inpatient and outpatient hospital care, including room and board,
diagnostic tests and medical and surgical procedures. The Company believes that
it currently has a favorable contract with its primary southern Nevada
contracted hospital, Columbia Sunrise Hospital. Subject to certain limitations,
the contract provides, among other things, guaranteed contracted per diem rate
increases on an annual basis after December 31, 1997. The per diem rate
increased 2% in 1999 and is scheduled to increase 3% in 2000. Since a majority
of the Company's southern Nevada hospital days are at Columbia Sunrise Hospital,
this contract assists the Company in managing a significant portion of its
medical costs. The contract expires in the year 2012. Columbia Sunrise Hospital
has requested to renegotiate the contract. While the Company intends to enforce
the existing terms of the contract, legal and other expenses will be incurred.
In Texas, the Company has negotiated a per diem arrangement with Columbia
Hospital, Inc., for hospital services provided through 15 hospitals in Houston
and has contracts with 13 Columbia hospitals and several tertiary hospitals for
inpatient care in Dallas/Ft. Worth.

The Company believes that it has negotiated favorable rates with its contracted
hospitals. For hospitals other than Columbia Sunrise Hospital, the Company's
contracts with its hospital providers typically renew automatically with both
parties granted the right to terminate after a notice period ranging from
between three and eighteen months. Reimbursement arrangements with other health
care providers, including pharmacies, generally renew automatically or are
negotiated annually and are based on several different payment methods,
including per diems (where the reimbursement rate varies and is based on a per
day of service charge for specified types of care), capitation or modified
fee-for-service arrangements. To the extent possible, when negotiating
non-physician provider arrangements, the Company solicits competitive bids.

The Company utilizes two reimbursement methods for health care providers
rendering services under the Company's indemnity plans. For services to members
utilizing a PPO plan, the Company reimburses participating physicians on a
modified fee-for-service basis which incorporates a limited fee schedule and
reimburses hospitals on a per diem or discounted fee-for-service basis. For
services rendered under a standard indemnity plan, pursuant to which a member
may select a non-plan provider, the Company reimburses non-contracted physicians
and hospitals at pre-established rates, less deductibles and co- insurance
amounts.

The Company manages health care costs through its large case management program,
urgent care centers and by educating its members on how and when to use the
services of its plans and how to manage chronic disease conditions. The Company
also audits hospital bills to identify inappropriate charges. Further, in
Nevada, the Company utilizes its home health care agency and its hospice which
helps to minimize hospital admissions and lengths of stay.

Military Health Services. Under the TRICARE contract, dependents of active
duty military personnel and military retirees and their dependents choose one of
three option plans available to them for health care

7

services: (1) TRICARE Prime (an HMO style option with a self-selected primary
care manager and no deductibles), (2) TRICARE Extra (a PPO style option), or (3)
TRICARE Standard (an indemnity style option with deductibles and cost shares).
Approximately 35% of eligible beneficiaries receive their primary care through
existing Military Treatment Facilities. SMHS negotiated discounted contracts
with approximately 25,000 individual providers, 1,500 institutions and 5,000
pharmacies to provide supplemental network access for TRICARE Prime and Extra
beneficiaries. SMHS' contracts with providers are primarily on a discounted
fee-for-service basis with renewal and termination terms similar to Sierra's
commercial practice. SMHS is at- risk for and manages the health care service
cost of all TRICARE Extra and Standard beneficiaries as well as a small
percentage of TRICARE Prime beneficiaries.

Risk Management

The Company maintains general and professional liability, property and fidelity
insurance coverage in amounts that it believes are adequate for its operations.
The Company's multi-specialty medical groups maintain excess malpractice
insurance for the providers presently employed by the group. In Nevada and
Arizona, the Company has assumed the risk for the first $250,000 per malpractice
claim, not to exceed $1.5 million in the aggregate per contract year up to its
limits of coverage. In Texas, the Company has assumed no self-insured retention
per claim. The aggregate maximum limits for each of these policies is $30
million per year. In addition, the Company requires all of its independently
contracted provider physician groups, individual practice physicians,
specialists, dentists, podiatrists and other health care providers (with the
exception of certain hospitals) to maintain professional liability coverage.
Certain of the hospitals with which the Company contracts are self-insured. The
Company also maintains stop-loss insurance that reimburses the Company between
50% and 90% of hospital charges for each individual member of its HMO or managed
indemnity plans whose hospital expenses exceed, depending on the contract,
$75,000 to $200,000, during the contract year and up to $2.0 million per member
per lifetime.

Effective July 1, 1997, the Company also maintains excess catastrophic coverage
for one of the Company's wholly-owned HMOs, Health Plan of Nevada, Inc. ("HPN"),
that reimburses the Company for amounts by which the ultimate net loss exceeds
$400,000, but does not exceed the annual maximum of $19.6 million per occurrence
and $39.2 million per contract. In the ordinary course of its business, however,
the Company is subject to claims that are not insured, principally claims for
punitive damages.

Effective January 1, 1998, workers' compensation claims are reinsured between
$500,000 and $100 million per occurrence. For claims occurring on and after July
1, 1998, that are below $500,000, the Company obtained quota share and excess of
loss reinsurance. Under this agreement, the Company reinsures 30% of the first
$10,000 of each claim, 75% of the next $40,000 and 100% of the next $450,000.
The Company receives a ceding commission from the reinsurer as a partial
reimbursement of operating expenses. This agreement expires June 30, 2000 and
there is a provision for optional twelve-month run-off coverage on policies in
force at June 30, 2000.

Effective January 1, 2000, the reinsurance on workers' compensation claims
between $500,000 and $100 million was replaced with a three-year agreement which
provides coverage for claims exceeding $500,000 per occurrence with no upper
limit.

The Company is unaware of any pending disputes with any of its reinsurers that
could result in termination, recision, arbitration or litigation of its
reinsurance agreements.

Information System

The Company has in place certain data systems which assist the Company in, among
other things, pricing its services, monitoring utilization and other cost
factors, providing bills on a timely basis, identifying accounts for collection
and handling various accounting and reporting functions. Its imaging and
workflow systems are used to process and track claims and coordinate customer
service. Where it is cost efficient, the Company's system is connected to large
provider groups, doctors' offices, payors and brokers to enable efficient
transfer of information and communication. In 2000, the Company plans to
implement an internet-based health access

8

system to serve its members, providers and employees. The Company views its
information systems capability as critical to the performance of ongoing
administrative functions and integral to quality assurance and to the
coordination of patient care across care sites. The Company is continually
modifying or improving its information systems capabilities in an effort to
improve operating efficiencies.

Year 2000

The Year 2000 issue existed because many computer systems and applications used
two-digit date fields to designate a year. As the century date change occurred,
date-sensitive non-compliant systems may have recognized the year 2000 as 1900,
or not at all. This inability to recognize or properly treat the Year 2000 may
have caused systems to process critical financial and operational information
incorrectly.

The Company replaced or remediated its mission critical financial systems as
well as its mission critical operational computer systems, remediated databases
and validated the readiness of all computing and non- computing systems. The
Company also engaged in a thorough evaluation to validate that all systems,
computing and non-computing, were functioning. The Company is unaware of any
Year 2000 related outages over the century date change.

The Company implemented two major systems in 1999 and is in the process of
implementing a third, at an estimated cost of over $50 million, which includes
the implementation costs related to the acquired Kaiser- Texas operations. To
date the Company has spent approximately $48.9 million on the new computer
systems and other Year 2000 items. The Company expensed the costs to make
modifications to existing computer systems and non-computer equipment.
Management currently estimates the remaining new computer system costs to be
$4.0 million to $6.0 million. While this has been a substantial effort, the
results should give the Company the benefits of new technology and functionality
for many of its financial and operational computer systems and applications.

Quality Assurance and Improvement

The Company has developed programs to help ensure that the health care services
provided by its HMO and managed indemnity plans meet the professional standards
of care established by the medical community. The Company believes that its
emphasis on quality allows it to increase and retain its members. The Company
monitors and evaluates the availability and quality of the medical care rendered
by the providers in its HMO and insurance plans and periodically audits selected
diagnoses, problems and referrals to determine adherence to appropriate
standards of medical care. In addition, the Company has medical directors who,
supported by a professional medical staff, monitor the quality and
appropriateness of health care by analyzing a physician's utilization of
diagnostic tests, laboratory and radiology procedures, specialty referrals,
prescriptions and hospitals. Physicians and hospitals selected to provide
services to the Company's members are subject to the Company's quality assurance
programs including a formal credentialing process of all physicians.

The Company also has internal quality assurance and improvement review
committees that meet on a regular basis to review specialist referrals, monitor
the performance of physicians and review practice patterns, complaints and other
patient issues. Staff members regularly visit hospitals to review medical
records, meet with patients and review treatment programs and discharge plans
with attending physicians. In addition, the Company solicits information from
both existing and former members as to their satisfaction with the care
delivered.

Several independent organizations have been formed for the purpose of responding
to external demands for accountability in the health care industry. The Company
has voluntarily elected to be evaluated by these external organizations,
including the National Committee for Quality Assurance ("NCQA") and the Joint
Commission on Accreditation of Healthcare Organizations ("JCAHO").

The NCQA is an independent, not-for-profit organization dedicated to measuring
the quality of America's health care. The NCQA survey includes rigorous on-site
and off-site evaluations of over 60 standards. A team of physicians and managed
care experts conducts accreditation surveys. A national oversight committee of
physicians analyzes the team's findings and assigns an accreditation level based
on the performance level of each plan being evaluated to NCQA's standards.
Health Plan of Nevada, Inc., has received a Commendable Accreditation from NCQA,
for the Commercial HMO and Medicare HMO product

9

lines in the Las Vegas metropolitan area and Pahrump. TXHC has earned an
Accredited status from NCQA for its commercial HMO product in the Dallas/Ft.
Worth service area.

The TXHC accreditation will expire in April of 2000. At this time, the Company
has voluntarily postponed its accreditation renewal process for TXHC and a
scheduled site examination visit of TXHC by the NCQA in the second quarter of
2000 was cancelled. The Company expects to reschedule the site examination for
the first quarter of 2001 depending on the NCQA's availability. There can be no
assurance, however, that the Company will maintain or re-obtain NCQA or other
accreditations in the future and there is no basis to predict what effect, if
any, the lack of NCQA or other accreditations could have on HPN's or TXHC's
competitive positions in southern Nevada and Dallas/Ft. Worth, Texas
respectively.

The JCAHO reviews rights, responsibilities and ethics, continuum of care,
education and communication, leadership, management of information, and human
resources and network performance. The Company's home health care and hospice
subsidiaries are JCAHO accredited.

Underwriting

HMO. The Company structures premium rates for its various health plans primarily
through community rating and community rating by class method. Under the
community rating method, all costs of basic benefit plans for the Company's
entire membership population are aggregated. These aggregated costs are
calculated on a "per member per month" basis and converted to premium rates for
various coverage types, such as single or family coverage. The community rating
by class method is based on the same principles as community rating, except that
actuarial adjustments to premium rates are made for demographic variations
specific to each employer group such as the average age and sex of their
employees, group size and industry. All employees of an employer group are
charged the same premium rate if the same coverage is selected.

In addition to premiums paid by employers, members also pay co-payments at the
time certain services are provided. The Company believes that such co-payments
encourage appropriate utilization of health care services while allowing the
Company to offer competitive premium rates. The Company also believes that the
capitation method of provider compensation encourages physicians to provide only
medically necessary and appropriate care.

Managed Indemnity. Premium charges for the Company's managed indemnity products
are set in a manner similar to the community rating by class method described
above. This rate calculation utilizes similar demographic adjustment factors
such as age, sex and industry factors to develop group-specific adjustments from
a given per member per month base rate by plan. Actual health claims experience
is used in whole or in part to develop premium rates for larger insurance member
groups. This process includes the use of utilization experience, adjustments for
incurred but not reported claims, inflationary factors, credibility and specific
reinsurance pooling levels for large claims.

Workers' Compensation. Prior to insuring a particular risk, the Company reviews,
among other factors, a standard industry application, a supplemental
questionnaire and the employer's prior loss experience. Additionally, the
Company determines whether the employer's employment classifications are among
the classifications that the Company has elected to insure and if the amounts of
the premiums for the classifications are within the Company's guidelines. The
Company reviews these classifications periodically to evaluate whether they are
profitable. A member of the Company's loss control department may conduct an
on-site safety inspection before the Company insures the employer. The Company
generally initiates this inspection for enterprises classified as higher hazard
or ones identified as needing loss control attention or service such as
manufacturing and construction. The Company may also initiate inspections if the
enterprise previously has had a high loss ratio, a high experience modification
factor or frequency of losses. If the on-site inspection reveals hazards that
can be corrected, and an agreement can be reached with the employer that these
hazards will be corrected in a time frame established by the Company's
underwriting department, the Company may issue a policy subject to correction of
those hazards. In the event the Company has issued a policy where no previous
inspection has been conducted, and subsequently learns through an inspection the
employer has hazards that must be corrected, the Company will request that the
employer correct the hazards within a specified period of time. If these hazards
are not corrected, the Company may cancel the policy for non-compliance of the
hazard correction, within legal requirements. With regard to new business, the
agent or broker will usually submit the claims history on the prospective
account. In those situations where the claims history is not supplied by the
agent or broker, other sources (such as the Industry Experience Modification
Worksheets) are used to obtain the appropriate claims history if possible.

10

Competition

HMO and Managed Indemnity. Managed care companies and HMOs operate in a highly
competitive environment. The Company's major competition is from self-funded
employer plans, PPO networks, other HMOs, such as Humana Care Plus, Pacificare
Health Systems, Inc., Aetna and United Healthcare Corp. and traditional
indemnity carriers, such as Blue Cross/Blue Shield. Many of the Company's
competitors have substantially larger total enrollments, have greater financial
resources and offer a broader range of products than the Company. Additional
competitors with greater financial resources than the Company may enter the
Company's markets in the future. The Company believes that the most important
competitive factors are the delivery of reasonably priced, quality medical
benefits to members and the adequacy and availability of health care delivery
services and facilities. The Company depends on a large PPO network and flexible
benefit plans to attract new members. Competitive pressures may result in
reduced membership levels. Any such reductions could materially affect the
Company's results of operations.

Workers' Compensation. The Company's workers' compensation business is
concentrated in California, a state where the workers' compensation insurance
industry is extremely competitive. Since open rating became effective for
policyholders in 1995, there have been substantial reductions in premiums.
However, for renewal policies issued year to date in 2000, Sierra's workers'
compensation business has obtained premium rate increases in excess of 15%. The
increase seen so far in 2000 is a material positive change from the previous
rate trend. Based on public information, other California workers' compensation
companies are issuing year 2000 policies at rates 15% to 20% in excess of the
expiring premiums.

The Company believes that there are more than 200 insurance companies writing
workers' compensation insurance in California. Many of the Company's competitors
have been in business longer, have a larger volume of business, offer a more
diversified line of insurance coverage, have greater financial resources and
have greater distribution capability than the Company. The largest writer of
workers' compensation insurance in California is the State Compensation
Insurance Fund.

Losses and Loss Adjustment Expenses

Often, in workers' compensation insurance, several years may elapse between the
occurrence of a loss and the final settlement of the loss. To recognize
liabilities for unpaid losses, the Company establishes reserves, which are
balance sheet liabilities representing estimates of future amounts needed to pay
claims and related expenses for insured events, including reserves for events
that have been incurred but have not yet been reported to the Company ("incurred
but not reported" or "IBNR").

When a claim is reported, the Company's claims personnel initially establish
reserves on a case-by-case basis for the estimated amount of the ultimate
payment. These estimates reflect the judgment of the claims personnel based on
their experience and knowledge of the nature and value of the specific type of
claim and the available facts at the time of reporting as to severity of injury
and initial medical prognosis. Included in these reserves are estimates of the
expenses of settling claims, including legal and other fees. Claims personnel
adjust the amount of the case reserves as the claim develops and as the facts
warrant.

IBNR reserves are established for unreported claims and loss development
relating to current and prior accident years. In the event that a claim that
occurred during a prior accident year was not reported until the current
accident year, the case reserve for such claim typically will be established out
of previously established IBNR reserves for that prior accident year.
Unallocated loss adjustment expense reserves are established for the estimated
costs related to the general administration of the claims adjustment process.

The Company reviews the adequacy of its reserves on a periodic basis and
considers external forces such as changes in the rate of inflation, the
regulatory environment, the judicial administration of claims, medical costs and
other factors that could cause actual losses and loss adjustment expenses
("LAE") to change. Reserves are reviewed with the Company's independent actuary
at least annually. The actuarial projections include a range of estimates
reflecting the uncertainty of projections. Management evaluates the reserves

11

in the aggregate, based upon the actuarial indications, and makes adjustments
where appropriate. The consolidated financial statements of the Company provide
for reserves based on the anticipated ultimate cost of losses.

Government Regulation and Recent Legislation

HMOs and Managed Indemnity. Federal and state governments have enacted statutes
extensively regulating the activities of HMOs. In addition, growing government
concerns over increasing health care costs and quality of care could result in
new or additional state or federal legislation that could affect health care
providers, including HMOs, PPOs and other health insurers. Among the areas
regulated by federal and state law are the scope of benefits available to
members, premium structure, procedures for review of quality assurance,
enrollment requirements, the relationship between an HMO and its health care
providers and members, licensing and financial condition.

Government regulation of health care coverage products and services is a
changing area of law that varies from jurisdiction to jurisdiction. Changes in
applicable laws and regulations are continually being considered and
interpretation of existing laws and rules also may change from time to time.
Regulatory agencies generally have broad discretion in promulgating regulations
and in interpreting and enforcing laws and regulations.

While the Company is unable to predict what regulatory changes may occur or the
impact on the Company of any particular change, the Company's operations and
financial results could be negatively affected by regulatory revisions. For
example, any proposals to eliminate or reduce ERISA pre-emption of state laws
that would increase litigation exposure, affecting underwriting practices,
limiting rate increases, requiring new or additional benefits or affecting
contracting arrangements (including proposals to require HMOs and PPOs to accept
any health care provider willing to abide by an HMO's or PPO's contract terms)
may have a material adverse effect on the Company's business. The continued
consideration and enactment of "anti-managed care" laws and regulations by
federal and state bodies may make it more difficult for the Company to control
medical costs and may adversely affect financial results.

In addition to changes in applicable laws and regulations, the Company is
subject to various audits, investigations and enforcement actions. These include
possible government actions relating to the federal Employee Retirement Income
Security Act, which regulates insured and self-insured health coverage plans
offered by employers, the Federal Employees Health Benefit Plan, federal and
state fraud and abuse laws, and laws relating to utilization management and the
delivery of health care and payment or reimbursement therefor. In addition, the
Company is subject to Medicare regulations promulgated by HCFA. Any violation of
such government laws and regulations could result in assessment of damages,
civil or criminal fines or penalties, or other sanctions, including exclusion
from participation in government programs. In addition, disclosure of any
adverse investigation or audit results or sanctions could negatively affect the
Company's reputation in various markets and make it more difficult for the
Company to sell its products and services.

The Company has HMO licenses in Nevada, Texas and Arizona. The Company's HMO
operations are subject to regulation by the Nevada Division of Insurance, the
Board of Health, the Texas Department of Insurance and the Arizona Department of
Insurance. The Company's health insurance subsidiary is domiciled and
incorporated in California and is licensed in 43 states and the District of
Columbia. It is subject to licensing and other regulations of the California
Department of Insurance as well as the insurance departments of other states in
which it operates or holds licenses. The Company's HMO and insurance premium
rate increases are subject to various state insurance department approvals. The
Company's Nevada HMO and health insurance subsidiaries currently maintain home
offices and a regional home office, respectively, in Las Vegas and, accordingly,
are eligible for certain premium tax credits in Nevada. The Company intends to
take all necessary steps to continue to comply with eligibility requirements for
these credits. The elimination or reduction of the premium tax credit would have
a material adverse effect on the Company's results of operations.

12

The Company is subject to the Federal HMO Act and its regulations. The Company's
HMOs are federally- qualified under this Act. In order to obtain federal
qualification, an HMO must, among other things, provide its members certain
services on a fixed, prepaid fee basis and set its premium rates in accordance
with certain rating principles established by federal law and regulation. The
HMO must also have quality assurance programs in place with respect to its
health care providers. Furthermore, an HMO may not refuse to enroll an employee,
in most circumstances, because of such person's health, and may not expel or
refuse to re-enroll individual members because of their health or their need for
health services.

Under the "corporate practice of medicine" doctrine, in most states, business
organizations, other than those authorized to do so, are prohibited from
providing, or holding themselves out as providers of, medical care. Some states,
including Nevada, exempt HMOs from this doctrine. The laws relating to this
doctrine are subject to numerous conflicting interpretations. Although the
Company seeks to structure its operations to comply with corporate practice of
medicine laws in all states in which it operates, there can be no assurance
that, given the varying and uncertain interpretations of those laws, the Company
would be found to be in compliance with those laws in all states. A
determination that the Company is not in compliance with applicable corporate
practice of medicine laws in any state in which it operates could have a
material adverse effect on the Company if it were unable to restructure its
operations to comply with the laws of that state.

Medicare and Medicaid antifraud and abuse provisions are codified at 42 U.S.C.
Sections 1320a-7(b) (the "Anti-kickback Statute") and 1395nn (the "Stark
Amendments"). Many states have similar anti-kickback and anti-referral laws.
These statutes prohibit certain business practices and relationships involving
the referral of patients for the provision of health care items or services
under certain circumstances. Violations of the Anti-kickback Statute and the
Stark Amendments include criminal penalties and civil sanctions, including fines
and possible exclusion from the Medicare and Medicaid programs. Similar
penalties are provided for violation of state anti-kickback and anti-referral
laws. The Department of Health and Human Services ("HHS") has issued regulations
establishing "safe harbors" with respect to the Anti-kickback Statute. The
Company believes that its business arrangements and operations are in compliance
with the Anti-kickback Statute and the Stark Amendments and the exceptions set
forth therein, regardless of the availability of regulatory safe harbor
protection with respect to those statutes. There can, however, be no assurance
that (i) government officials charged with responsibility for enforcing the
prohibitions of the Anti-kickback Statute and the Stark Amendments will not
assert that the Company or certain transactions in which it is involved are in
violation of those statutes; and (ii) such statutes will ultimately be
interpreted by the courts in a manner consistent with the Company's
interpretation.

In 1997, Congress passed the Balanced Budget Act ("Act") which revised the
structure of and reimbursement for private health plan options for Medicare
enrollees. The Act seeks to expand the options available to Medicare enrollees
by permitting HCFA to contract with a variety of types of managed care plans,
creating a new Medicare fee-for-service option and establishing a Medicare
Medical Savings Account Demonstration Program. The legislation also encourages
provider sponsored organizations to contract directly with HCFA to provide
coverage for Medicare enrollees. Federal reimbursement was modified so that the
premiums paid by HCFA will be adjusted to take into account, on an increasing
basis, a blend of national and local health care cost factors, rather than only
local costs--starting with a 10% national factor in 1998 and moving to a 50%
national factor by 2003. Congress also provided for gradual removal of a
graduate medical education factor in determining reimbursement and, for the
phase in of a risk adjustment payment methodology. As a result, it is likely
that premiums paid by HCFA will not match the rate of increase for medical
costs.

The legislation includes a provision for a minimum increase of 2% annually in
health plan Medicare reimbursement through 2003. The legislation also provides
for expedited licensure of provider-sponsored Medicare plans and a repeal of the
rule requiring health plans to have one commercial enrollee for each Medicare or
Medicaid enrollee. These changes could have the effect of increasing competition
in the Medicare market. Further, effective January 1, 1999, the Company was
required to implement new Medicare regulations including, but not limited to,
discharge notices, additional provider contract language and extensive new
quality improvement programs. In 1999, Congress changed a number of the Act
provisions in the Balanced Budget Refinement Act ("BBRA"). The BBRA made
numerous changes in Medicare payment,

13

contracting, enrollment rules, and altered the risk adjustment phase-in
schedule. These new regulations are likely to increase the burden of
administering the Company's Medicare plans and may adversely impact the
Company's operations.

The Health Insurance Portability and Accountability Act of 1996 (the
"Accountability Act") was passed by Congress and signed into law by President
Clinton on August 21, 1996 and effective beginning July 1, 1997. While the
Accountability Act contains provisions regarding health insurance or health
plans, such as portability and limitations on pre-existing condition exclusions,
guaranteed availability and renewability, it also contains several anti-fraud
measures that significantly change health care fraud and abuse provisions. Some
of the provisions include (i) creation of an anti-fraud and abuse trust fund and
coordination of fraud and abuse efforts by federal, state and local authorities;
(ii) extension of the criminal anti-kickback statues to all federal health
programs; (iii) expansion of and increase in the amount of civil monetary
penalties and establishment of a knowledge standard for individuals or entities
potentially subject to civil monetary penalties; and (iv) revisions to current
sanctions for fraud and abuse, including mandatory and permissive exclusion from
participation in the Medicare or Medicaid programs.

Workers' Compensation. The Company is subject to extensive governmental
regulation and supervision in each state in which it conducts workers'
compensation business. The primary purpose of such regulation and supervision is
to provide safeguards for policyholders and injured workers rather than protect
the interests of shareholders. The extent and form of the regulation may vary,
but generally has its source in statutes that establish regulatory agencies and
delegate to the regulatory agencies broad regulatory, supervisory and
administrative authority. Typically, state regulations extend to such matters as
licensing companies; restricting the types or quality of investments; requiring
triennial financial examinations and market conduct surveys of insurance
companies; licensing agents; regulating aspects of a company's relationship with
its agents; restricting use of some underwriting criteria; regulating premium
rates, forms and advertising; limiting the grounds for cancellation or
nonrenewal of policies; solicitation and replacement practices; and specifying
what might constitute unfair practices. Moreover, the payment of dividends and
the making of other distributions to the Company by its workers' compensation
insurance company subsidiaries are contingent upon the earnings of those
subsidiaries and are subject to various business considerations, applicable
state corporate laws and regulations, the terms of agreements to which they may
become a party and government regulations, which restrict in certain
circumstances the payment of dividends and distributions, and the transfer of
assets to the Company.

In the normal course of business, the Company and the various state agencies
that regulate the activities of the Company may disagree on interpretations of
laws and regulations, policy wording and disclosures or other related issues.
These disagreements, if left unresolved, could result in administrative hearings
and/or litigation. The Company attempts to resolve all issues with the
regulatory agencies, but is willing to litigate issues where it believes it has
a strong position. The ultimate outcome of these disagreements could result in
sanctions and/or penalties and fines assessed against the Company. Currently,
there are no litigation matters pending with any department of insurance.

Typically, states mandate participation in insurance guaranty associations,
which assess solvent insurance companies in order to fund claims of
policyholders of insolvent insurance companies. Under this arrangement, insurers
can be assessed up to 1% (or 2% in certain states) of premiums written for
workers' compensation insurance in that state each year to pay losses and LAE on
covered claims of insolvent insurers. In California and certain other states,
insurance companies are allowed to recoup such assessments from policyholders
while several states allow an offset against premium taxes. Potential assessment
expenses, net of recoupment, if any, for insolvencies are not accrued until
after an insolvency has occurred since the likelihood and the amount of the
assessment expense cannot be reasonably determined or estimated. In California,
there have been no new assessments for insolvent workers' compensation insurance
companies since 1990.

General. Besides state insurance laws, the Company is subject to general
business and corporation laws, federal and state securities laws, consumer
protection laws, fair credit reporting acts and other laws regulating the
conduct and operation of its subsidiaries.

14

Deposits. The Company's HMO and insurance subsidiaries are required by state
regulatory agencies to maintain certain deposits and must also meet certain net
worth and reserve requirements. The Company has restricted assets on deposit in
various states ranging from $20,000 to $2.0 million and totaling $21.7 million
at December 31, 1999. The Company's HMO and insurance subsidiaries meet
requirements to maintain minimum stockholder's equity ranging from $1.1 million
to $5.2 million. In addition, in conjunction with the Kaiser-Texas acquisition,
TXHC entered into a letter agreement with the Texas Department of Insurance
whereby TXHC agreed to maintain a net worth of $20.0 million.

Dividends. The Company's HMO and insurance subsidiaries are also restricted by
state law as to the amount of dividends that can be declared and paid. Moreover,
insurance companies and HMOs domiciled in Texas, Nevada and California generally
may not pay extraordinary dividends without providing the state insurance
commissioner with 30 days prior notice, during which period the commissioner may
disapprove the payment. An "extraordinary dividend" is generally defined as a
dividend whose fair market value together with that of other dividends or
distributions made within the preceding 12 months exceeds the greater of (i) ten
percent of the insurer's surplus as of the preceding December 31 or (ii) the net
gain from operations of such insurer for the 12-month period ending on the
preceding December 31. The Company is not in a position to assess the likelihood
of obtaining future approval for the payment of "extraordinary dividends" or
dividends other than those specifically allowed by law in each of its
subsidiaries' states of domicile. No prediction can be made as to whether any
legislative proposals relating to dividend rules in the domiciliary states of
the Company's subsidiaries will be made or adopted in the future, whether the
insurance departments of such states will impose either additional restrictions
in the future or a prohibition on the ability of the Company's regulated
subsidiaries to declare and pay dividends or as to the effect of any such
proposals or restrictions on the Company's regulated subsidiaries.

Employees

The Company had approximately 4,700 employees as of December 31, 1999. None of
these employees are covered by a collective bargaining agreement. The Company
believes that its relations with its employees are good.

ITEM 2. PROPERTIES

The Company owns several administrative facilities in southern Nevada totaling
approximately 400,000 square feet. Such facilities include an approximate
110,000 square foot six-story home office building and an approximate 43,000
square foot two-story corporate administrative headquarters. These buildings are
subject to liens securing a $400,000 loan balance. Also included in this total
is a 198,000 square foot six-story administrative headquarters building which
became fully occupied in 1998. This building is subject to a $11.6 million loan
balance. The Company also owns clinical facilities in the southern Nevada area
totaling approximately 425,000 square feet and consisting primarily of ten
medical clinics including one medical clinic that opened for business in January
2000 and two surgery centers. The Company leases additional office and clinical
space in Nevada totaling approximately 129,000 and 90,000 square feet,
respectively.

In conjunction with the Kaiser-Texas acquisition, the Company purchased eight
medical and office facilities with approximately 323,000 square feet of clinical
facilities and approximately 175,000 square feet of administrative facilities.
These buildings are subject to a deed of trust note securing a $34.7 million
note balance. In addition, the Company leases additional office and clinical
space in Texas totaling approximately 24,000 square feet and 56,000 square feet,
respectively. The above properties are utilized primarily for the managed care
operations. The workers' compensation subsidiary is headquartered in Nevada and
occupies approximately 25% of the 198,000 square foot administrative building as
well as leases approximately 64,000 square feet of office space in California.
The Company leases approximately 150,000 square feet of office space in other
various states as needed for the military subsidiary's administrative
headquarters, for TRICARE service centers and for other regional operations.

15

The Company believes that current and planned clinical space will be adequate
for its present needs. Additional clinical space may be required, however, if
membership continues to expand in southern Nevada.

The Company owns real estate and a building in Park City, Utah purchased in 1996
to provide entertainment and a meeting environment for significant current and
prospective clients, brokers and others who assist in the Company's marketing
efforts.

ITEM 3. LEGAL PROCEEDINGS

The Company is subject to various claims and other litigation in the ordinary
course of business. Such litigation includes claims of medical malpractice,
claims for coverage or payment for medical services rendered to HMO members and
claims by providers for payment for medical services rendered to HMO members.
Also included in such litigation are claims for workers' compensation and claims
by providers for payment for medical services rendered to injured workers. In
the opinion of the Company's management, the ultimate resolution of pending
legal proceedings should not have a material adverse effect on the Company's
financial condition.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

16

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS

Market Information

The Company's common stock, par value $.005 per share (the "Common Stock"), has
been listed on the New York Stock Exchange under the symbol SIE since April 26,
1994 and, prior to that, had been listed on the American Stock Exchange since
the Company's initial public offering on April 11, 1985. The following table
sets forth the high and low sales prices for the Common Stock for each quarter
of 1999 and 1998.

Period High Low

1999

First Quarter........................................ $22 1/8 $11 9/16
Second Quarter....................................... 16 1/4 10 7/16
Third Quarter........................................ 14 9/16 10 1/16
Fourth Quarter....................................... 10 4 5/8

1998

First Quarter........................................ $26 7/8 $20 9/16
Second Quarter....................................... 27 37/64 23 1/4
Third Quarter........................................ 26 15 7/8
Fourth Quarter....................................... 24 15/16 17 15/16

On February 28, 2000 the closing sale price of the Common Stock was $6.00 per
share.

Note: The above stock prices have been adjusted to account for the
three-for-two stock split of the Company's Common Stock to stockholders
of record as of May 18, 1998.

Holders

The number of record holders of Common Stock at February 28, 2000 was 241. Based
upon information available to it, the Company believes there are several
thousand beneficial holders of the Common Stock.

Dividends

No cash dividends have been paid on the Common Stock since the Company's
inception. The Company currently intends to retain its earnings for use in its
business and does not anticipate paying any cash dividends in the foreseeable
future. As a holding company, the Company's ability to declare and to pay
dividends is dependent upon cash distributions from its operating subsidiaries.
The ability of the Company's health maintenance organizations ("HMOs") and
insurance subsidiaries to declare and to pay dividends is limited by state
regulations applicable to the maintenance of minimum deposits, reserves and net
worth. (See Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources). The declaration of
any future dividends will be at the discretion of the Company's Board of
Directors and will depend on, among other things, future earnings, debt
covenants, operations, capital requirements and the financial condition of the
Company and upon general business conditions.

17

ITEM 6. SELECTED FINANCIAL DATA

The following selected consolidated financial data of Sierra Health Services,
Inc., and subsidiaries (the "Company"), for each of the fiscal years in the
five-year period ended December 31, 1999 should be read in conjunction with the
Consolidated Financial Statements and the related Notes thereto, "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
other information which appears elsewhere in this Annual Report on Form 10-K.
The selected consolidated financial data below has been derived from the audited
Consolidated Financial Statements of the Company.

Years Ended December 31,
-----------------------------------------------
1999 1998 1997 1996 1995
---------- ---------- ---------- ---------- --------
(Amounts in thousands, except per share data)
Statement of Operations Data:
OPERATING REVENUES:

Medical Premiums............................................. $ 827,779 $ 609,404 $513,857 $386,968 $319,475
Military Contract Revenues .................................. 287,398 204,838 4,346
Specialty Product Revenues .................................. 94,221 148,368 146,211 133,324 102,807
Professional Fees............................................ 51,842 45,363 31,238 28,836 19,417
Investment and Other Revenues................................ 22,571 29,230 26,072 26,283 25,310
------------- ------------ ---------- ---------- ----------
Total...................................................... 1,283,811 1,037,203 721,724 575,411 467,009
----------- ---------- --------- --------- ---------

OPERATING EXPENSES:
Medical Expenses............................................. 749,797 513,209 419,272 315,915 245,135
Military Contract Expenses ................................. 276,493 196,625 4,193
Specialty Product Expenses................................... 96,487 142,258 143,082 130,758 102,859
General, Administrative and Marketing Expenses............... 137,812 110,687 93,919 72,237 63,562
Impairment, Settlement and Other Costs (1) .................. 18,808 13,851 29,350 12,064 11,614
------------- ------------ ---------- ---------- ----------
Total...................................................... 1,279,397 976,630 689,816 530,974 423,170
----------- ----------- --------- --------- ---------

OPERATING INCOME ............................................... 4,414 60,573 31,908 44,437 43,839

INTEREST EXPENSE AND OTHER, NET................................. (14,980) (7,181) (4,433) (2,823) (3,737)
------------ ------------ ----------- ---------- ----------

(LOSS) INCOME FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES ....................................... (10,566) 53,392 27,475 41,614 40,102
BENEFIT (PROVISION) FOR INCOME TAXES............................ 5,935 (13,796) ( 3,234) (10,471) (12,198)
-------------- ----------- ----------- --------- ---------
(LOSS) INCOME FROM CONTINUING OPERATIONS........................ (4,631) 39,596 24,241 31,143 27,904
LOSS FROM DISCONTINUED OPERATIONS .............................. (6,600)
----------------- ----------------- --------------- -------------

NET (LOSS) INCOME .............................................. $ (4,631) $ 39,596 $ 24,241 $ 31,143 $ 21,304
============ =========== ========= ========= =========

EARNINGS PER COMMON SHARE (2):
(Loss) Income from Continuing Operations Per Share .......... $(.17) $1.45 $.90 $1.17 $1.07
Loss Per Share from Discontinued Operations ................. (.25)
-------- -------- ------ -------- -------
Net (Loss) Income Per Share ................................. $(.17) $1.45 $.90 $1.17 $ .82
===== ===== ==== ===== ======

Weighted Average Number of Common

Shares Outstanding ........................................ 26,927 27,391 27,013 26,589 26,121
====== ====== ====== ====== ======

EARNINGS PER COMMON SHARE ASSUMING
DILUTION (2):
(Loss) Income from Continuing Operations Per Share ...... $(.17) $1.43 $.88 $1.15 $1.05
Loss Per Share from Discontinued Operations ............. (.25)
-------- --------- ----- --------- ------
Net (Loss) Income Per Share ............................. $(.17) $1.43 $.88 $1.15 $ .80
===== ===== ==== ===== ======

Weighted Average Number of Common

Shares Outstanding Assuming Dilution ...................... 26,927 27,747 27,426 27,191 26,601
====== ====== ====== ====== ======

18

Years Ended December 31,

1999 1998 1997 1996 1995
---------- ---------- ---------- ---------- --------

(Amounts in thousands)

Balance Sheet Data:

Working Capital ............................................. $ 114,740 $ 198,092 $ 211,911 $189,943 $192,873
Total Assets................................................. 1,130,112 1,045,120 723,936 629,462 575,146
Long-term Debt (Net of Current Maturities)................... 258,854 242,398 90,841 66,189 71,257
Cash Dividends Per Common Share.............................. none none none none none
Stockholders' Equity......................................... 278,412 303,714 265,682 234,482 207,715

(1) The Company recorded certain identifiable impairment, settlement and
other costs. See Note 15 of Notes to the Consolidated Financial Statements.

(2)
Adjusted to account for three-for-two stock split of the Company's common stock
to stockholders of record as of May 18, 1998.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following discussion and analysis provides information which management
believes is relevant for an assessment and understanding of the Company's
consolidated financial condition and results of operations. The discussion
should be read in conjunction with the Consolidated Financial Statements and
Related Notes thereto. Any forward-looking information contained in this
Management's Discussion and Analysis of Financial Condition and Results of
Operations and any other sections of this 1999 Annual Report on Form 10-K should
be considered in connection with certain cautionary statements contained in the
Company's Current Report on Form 8-K filing dated March 15, 2000, incorporated
herein by reference. Such cautionary statements are made pursuant to the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995 and
identify important risk factors that could cause the Company's actual results to
differ materially from those expressed in any projected, estimated or
forward-looking statements relating to the Company.

Acquisitions

On October 31, 1998, Sierra Health Services, Inc. ("Sierra") and one of its
subsidiaries, Texas Health Choice, L.C. (formerly HMO Texas L.C.) completed the
acquisition of certain assets of Kaiser Foundation Health Plan of Texas
("Kaiser-Texas"), a health plan operating in Dallas/Ft. Worth, and Permanente
Medical Association of Texas ("Permanente"), a medical group with approximately
150 physicians. The purchase price was $124 million, which was net $20 million
in operating cost support paid to Sierra by Kaiser Foundation Hospitals in four
quarterly installments following the closing of the transaction. The purchase
price allocation included a premium deficiency reserve of $25 million for
estimated losses on the contracts acquired from Kaiser-Texas. The purchase price
also included amounts for real estate and eight medical and office facilities
with approximately 500,000 square feet. In December 1998, certain accreditation
goals were met by the health plan resulting in a purchase price increase of $3.0
million to $127 million. The purchase price may increase up to an additional $27
million over three years if certain growth and member retention goals are met by
the health plan; however, preliminary results indicate these goals were not met
for the first year. Sierra assumed no prior liabilities for malpractice or other
litigation, or for any unanticipated future adjustments to claims expenses for
periods prior to closing. The transaction was financed with a five-year
revolving credit facility and a $35.2 million note payable to Kaiser Foundation
Health Plan of Texas. The note is secured by the acquired real estate.
Approximately $110 million of the $200 million revolving credit facility was
used to fund the transaction.

The original liability for the estimated premium deficiency was based upon
assumptions of membership and other operating information, some of which had not
been received as of December 31, 1998. During 1999, the Company continued to
gather such data, including data from the seller, and based upon the receipt and

19

analysis of this data, the Company revised the initial estimate of the premium
deficiency accrual. In total the Company recorded a $72.0 million premium
deficiency in conjunction with the acquisition. Of this amount, $6.8 million was
utilized in 1998 to offset losses on the acquired contracts, and the remainder
was utilized in 1999. Total goodwill recorded in conjunction with the
acquisition was $126.8 million of which $24.8 million was a result of
adjustments in 1999.

On December 31, 1998, Sierra completed the acquisition of the Nevada health care
business of Exclusive Healthcare, Inc. ("EHI"), United of Omaha Life Insurance
Company and United World Life Insurance Company ("United"), all of which were
subsidiaries of Mutual of Omaha Insurance Company. Sierra initially retained
approximately 9,000 members (approximately 4,400 HMO members) subsequent to the
acquisition. Effective June 1, 1999, the Company completed the purchase of the
Texas operations of EHI (approximately 1,000 HMO members) and United's related
preferred provider organization ("PPO") that is part of the dual option HMO/PPO
plan. The purchase price of both the Nevada and Texas transaction is contingent
based on how many members are retained through 2000 and 2001. No cash will be
paid until group renewals begin in 2000.

In August 1997, the Company acquired the assets and operations of Total Home
Care, Inc. ("THC") for approximately $3.1 million, net of cash acquired. THC
provides home infusion, oxygen, and durable medical equipment services in Nevada
and Arizona. The Company sold the Arizona operations in the first quarter of
1998 for approximately $1.5 million. Also, in the first quarter of 1998, the
Company purchased three medical clinics in southern Nevada for approximately
$7.3 million.

Overview

The Company derives revenues from its health maintenance organizations, managed
indemnity, military health care services and workers' compensation insurance
subsidiaries. To a lesser extent, the Company also derives additional specialty
product revenues from non-HMO and insurance products (consisting of fees for
workers' compensation administration, utilization management services and
ancillary products), professional fees (consisting primarily of fees for
providing health care services to non-members and co- payment fees received from
members), and investment and other revenue. Medical premium revenues accounted
for approximately 64.5%, 58.8% and 71.2% of the Company's total revenues for
1999, 1998 and 1997, respectively. The decrease in medical premiums as a
percentage of total revenues in 1998 is primarily due to the addition of
military contract revenues. The increase in the percentage of medical premiums
as a percentage of total revenues in 1999 is due to the acquisitions discussed
previously. Continued medical premium revenue growth is principally dependent
upon continued enrollment in the Company's products and upon competitive and
regulatory factors.

The Company's principal expenses consist of medical expenses, military contract
expenses, specialty product expenses, and general, administrative and marketing
expenses. Medical expenses represent capitation fees and other fee-for-service
payments paid to independently contracted physicians, hospitals and other health
care providers to cover enrollees, as well as the aggregate expenses to operate
and manage the Company's multi-specialty medical groups and other provider
subsidiaries. As a provider of health care management services, the Company
seeks to positively effect quality of care and expenses by employing or
contracting with physicians, hospitals and other health care providers at
negotiated price levels, by adopting quality assurance programs, by monitoring
and managing utilization of physicians and hospital services and by providing
incentives to use cost-effective providers. Military contract expenses represent
the expenses of delivering health care, as agreed to in the TRICARE contract
with the federal government, as well as administrative costs to operate the
military health care subsidiary. Specialty product expenses primarily consist of
losses and loss adjustment expenses, policy acquisition expenses and other
general and administrative expenses associated with the Company's workers'
compensation insurance subsidiaries. General, administrative and marketing
expenses generally represent operational costs other than those associated with
the delivery of health care services, military contract services and specialty
product services.

On September 30, 1997, Sierra Military Health Services, Inc. ("SMHS"), a
wholly owned subsidiary of the Company, was awarded a TRICARE contract to
provide managed health care coverage to eligible

20

beneficiaries in Region 1. Under the contact, SMHS provides health care services
to approximately 610,000 dependents of active duty military personnel and
military retirees and their dependents through subcontractor partnerships and
individual providers. In June 1998, the Company began providing health care
benefits to individuals in Connecticut, Delaware, Maine, Maryland,
Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island,
Vermont, Virginia, West Virginia and Washington, D.C. SMHS was notified on
February 13, 1998 that the United States General Accounting Office sustained a
competitor's protest of the contract award for TRICARE Managed Care Support
Region 1 and recommended that the contract be re-bid. In December 1998, the
Company reached an agreement to settle the protest. As part of the settlement,
the competitor has foregone any and all rights it may have to challenge the
contract award and seek a re-bid. (See Note 15 of Notes to the Consolidated
Financial Statements).

Impairment, settlement and other costs represent identifiable incremental costs
the Company has incurred primarily in connection with various mergers,
acquisitions and planned dispositions as well as expenses associated with the
Company's proposal to serve TRICARE beneficiaries in Region 1 and the ultimate
cost to settle the bid protest. Start-up expenses associated with the proposal
to serve TRICARE beneficiaries were charged to operations upon notification of
award. (See Note 15 of Notes to the Consolidated Financial Statements).

Results of Operations

The following table sets forth selected operating data as a percentage of
revenues for the periods indicated:

Years Ended December 31,
--------------------------------
1999 1998 1997
---------- ---------- -------

OPERATING REVENUES:

Medical Premiums........................................ 64.5% 58.8% 71.2%
Military Contract Revenues.............................. 22.4 19.7 .6
Specialty Product Revenues ............................. 7.3 14.3 20.3
Professional Fees....................................... 4.0 4.4 4.3
Investment and Other Revenues .......................... 1.8 2.8 3.6
------- ------ ------
Total................................................ 100.0 100.0 100.0
----- ----- -----

OPERATING EXPENSES:
Medical Expenses........................................ 58.4 49.5 58.1
Military Contract Expenses ............................. 21.6 19.0 .6
Specialty Product Expenses.............................. 7.5 13.7 19.8
General, Administrative and Marketing Expenses.......... 10.7 10.7 13.0
Impairment, Settlement and Other Costs.................. 1.5 1.3 4.1
----- ----- ------

Total................................................ 99.7 94.2 95.6
---- ---- ----

OPERATING INCOME ............................................ .3 5.8 4.4

INTEREST EXPENSE AND OTHER, NET.............................. (1.1) (.7) (.6)
----- ---- ----

(LOSS) INCOME FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES .................................... (.8) 5.1 3.8

BENEFIT (PROVISION) FOR INCOME TAXES......................... .4 (1.3) ( .4)
------ ----- -----

NET (LOSS) INCOME ........................................... (.4)% 3.8% 3.4%
====== ==== ====

21

1999 Compared to 1998

Revenues. The Company's total operating revenues for 1999 increased
approximately 23.8% to $1.28 billion from $1.04 billion for 1998. The increase
was primarily due to an increase in premium revenue of $218.4 million and
increases in military contract revenue of $82.6 million, offset by a decrease in
specialty product revenue of $54.1 million.

Medical premium revenue from the Company's HMO and managed indemnity insurance
subsidiaries increased $218.4 million, or 35.8%. Excluding the effect of the
Kaiser-Texas acquisition, premium revenue increased $84.9 million, or 14.6%. The
$84.9 million increase in premium revenue reflects a 7.9% increase in member
months (the number of months of each year that an individual is enrolled in a
plan). Additionally, Medicare member months increased 16.2%. Such growth in
Medicare member months contributes significantly to the increase in premium
revenues as the Medicare per member premium rates are over three times higher
than the average commercial premium rate. The Company's premium rates increased
approximately 4% for its Nevada HMO commercial groups and 11% for its Houston,
Texas commercial groups. Compared to the fourth quarter of 1998, the commercial
rates for the Company's acquired Dallas/ Ft. Worth operations have increased
approximately 8%. The Company's managed indemnity rates increased approximately
8% and Medicare rates increased approximately 2%. Over 90% of the Company's
Nevada Medicare members are enrolled in the Social HMO Medicare program. The
Health Care Financing Administration ("HCFA") is considering adjusting the
reimbursement factor for the Social HMO members in the future. If the
reimbursement for these members decreases significantly and related benefit
changes are not made timely, there could be a material adverse effect on the
Company's business.

Military contract revenues increased $82.6 million, or 40.3%. Military contact
revenue is recorded based on the contract price as agreed to by the federal
government, adjusted for certain provisions based on actual experience. In
addition, the Company records revenue based on estimates of the earned portion
of any contract change orders not originally specified in the contract. The
revenue recorded in 1999 is a result of the provision of health care services
for twelve months. Revenue recorded in 1998 was comprised of revenue earned for
five months of contract implementation and seven months of health care delivery.

Specialty product revenue decreased $54.1 million, or 36.5%, for the year ended
December 31, 1999 compared to the prior year. Of the decrease, $51.1 million was
due to a decrease in revenue in the workers' compensation operations segment and
$3.0 million was due to a decrease in administrative services revenue. The
decrease in specialty product revenues related to the workers' compensation
insurance segment was primarily due to a full year of additional ceded
reinsurance premiums on the low level reinsurance agreement effective July 1,
1998, totaling $60.7 million. This agreement was entered into in the fourth
quarter of 1998. In addition, ongoing price competition, especially in
California, is contributing to the reduction in revenue. The decrease in
administrative services revenue was primarily attributable to a decrease in
membership.

Professional fee revenue increased $6.5 million primarily due to the Company's
medical group operations in Dallas/Ft. Worth related to the Kaiser-Texas
acquisition. Investment and other revenue decreased approximately $6.7 million
over the comparable prior year period. Of this decrease, $2.7 million was due
primarily to capital gains realized on the sale of investments in the prior year
period. The remaining decrease was primarily due to a decrease in invested
balances.

Medical Expenses. Total medical expenses for the year ended December 31, 1999
increased $236.6 million compared to the prior year. The following costs were
included in 1999 medical expenses:

Premium Deficiency. In the first quarter of 1999, the Company recorded a premium
deficiency charge of $8.1 million related to losses in underperforming markets
primarily in Arizona and rural Nevada. This deficiency reserve was utilized
during 1999 to offset losses as they occurred. In the fourth quarter of 1999,
the Company recorded $21.0 million for estimated deficient premiums associated
with contracts in the Texas market. Of this amount $10.0 million was included in
medical expenses and $11.0 million was recorded in impairment, settlement and
other costs.

22

Adverse Development and Contractual Adjustments. In the fourth quarter of 1999,
the Company recorded approximately $18.0 million in non-recurring medical
expenses, of which $11.2 million primarily related to an adjustment to the
estimate for medical expenses recorded in previous periods. The remaining
non-recurring amount primarily relates to contractual settlements with providers
of medical services. (See Note 15 of Notes to the Consolidated Financial
Statements).

Excluding the effect of the Dallas/Ft. Worth operations, as well as the
non-recurring charges, medical expenses increased approximately $83.4 million or
17.0% compared to the prior year. Medical expenses as a percentage of medical
premiums and professional fees ("Medical Care Ratio") increased from 78.4% to
85.2%, or 81.1% excluding the non-recurring charges, for the year ended December
31, 1999 compared to the prior year. The increase in the medical care ratio
reflects the Kaiser-Texas membership which has a higher medical care ratio, and
the charges discussed previously, as well as an increase in Medicare members as
a percentage of fully-insured members, and higher pharmacy costs. The cost of
providing medical care to Medicare members generally requires a greater
percentage of the premiums received. Pharmacy costs increased as the management
of the pharmacy benefit was transitioned from a capitated pharmacy benefits
contract to in-house management in the third quarter of 1998. The costs under
such capitation contract were substantially below actual claims experience.
Included in medical expenses is the utilization of $43.9 million of premium
deficiency reserve to offset losses on contracts from the Kaiser-Texas
acquisition. Although not reflected in earnings, $20 million of these losses
were funded by Kaiser as agreed to in the purchase agreement.

Military Contract Expenses. Military contract expenses for the twelve months
ended December 31, 1999, increased approximately $79.9 million or 40.6%,
compared to the prior year. The military contract expenses in 1999 are a result
of twelve months of health care delivery. Expense in 1998 was for five months of
contract implementation and seven months of health care delivery. Health care
delivery expense consists primarily of costs to provide managed health care
services to eligible beneficiaries in accordance with the Company's TRICARE
contract. Under the contract, SMHS provides health care services to
approximately 610,000 dependents of active duty military personnel and military
retirees and their dependents through subcontractor partnerships and individual
providers. Health care costs are recorded in the period when services are
provided to eligible beneficiaries, including estimates for provider costs which
have been incurred but not reported to the Company. Also, included in military
contract expenses are costs incurred to perform specific administrative
services, such as health care appointment scheduling, enrollment, network
management and health care advice line services, and other administrative
functions of the military health care subsidiary.

Specialty Product Expenses. Specialty product expenses decreased approximately
$45.8 million, or 32.2%, due primarily to the implementation of the low level
reinsurance agreement as discussed previously, offset by adverse development of
$9.9 million on prior accident years for the Company's workers' compensation
business. Effective January 1, 1998, workers' compensation claims are 100%
reinsured between $500,000 and $100 million per occurrence. For claims occurring
on and after July 1, 1998, that are below $500,000, the Company obtained low
level quota share and excess of loss reinsurance. Under this agreement, which
was not reflected in the financial statements until the fourth quarter of 1998,
the Company reinsures 30% of the first $10,000 of each claim, 75% of the next
$40,000 and 100% of the next $450,000. Claims occurring in the third quarter of
1998 are accounted for as retroactive reinsurance. (See Note 6 of Notes to the
Consolidated Financial Statements).

The combined ratio for the workers' compensation insurance business was 105.5%
in 1999 compared to 98.7% for the prior year. The increase was due to a 380
basis point increase in the net loss and loss adjustment expense ("LAE") ratio,
a 290 basis point increase in the underwriting expense ratio and 10 basis points
of policyholders' dividend expense incurred in 1999. The increase in the loss
and LAE ratio was primarily due to 1999 net adverse loss development of $9.9
million on prior accident years compared to 1998 net favorable loss development
of $9.6 million. The increase in the underwriting expense ratio was primarily
due to the lower net earned premium base that resulted from higher ceded
reinsurance premiums in 1999.

The adverse development recorded in 1999 for the prior accident years is
primarily attributable to increased California claim severity. Higher claim
severity has had a negative impact on the entire California workers'
compensation industry. The historical claim frequency development patterns have
not significantly changed

23

in 1999. In addition, continuing price competition in California has negatively
affected operating ratios. However, for renewal policies issued year to date in
2000, Sierra's workers' compensation business has obtained premium rate
increases in excess of 15%. The increase seen so far in 2000 is a material
positive change of the previous rate trend. Based on public information, other
California workers' compensation companies are issuing year 2000 policies at
rates 15% to 20% in excess of the expiring premiums.

The loss and loss adjustment expense reserves booked as of December 31, 1999
reflect the Company's best estimate of the ultimate loss costs for reported and
unreported claims occurring in accident year 1999 as well as those occurring in
accident years prior to 1999. The loss estimates are subject to change in
subsequent accounting periods and any change to the current reserve estimates
would be accounted for in future results of operations. The Company may incur
future adverse or favorable loss development. Workers' compensation claim
payments are made over several years from the date of the claim. Until the final
payments for reported claims are made, reserves are invested and the interest
proceeds are included in investment income.

General, Administrative and Marketing Expenses. General, administrative and
marketing ("G&A") cost increased $27.1 million, or 24.5%, compared to 1998. As a
percentage of revenues, G&A costs for 1999 was 10.7% which is consistent with
1998. Of the $27.1 million increase in G&A, $14.3 million was due to additional
G&A related to the acquired HMO business in the Dallas/Ft. Worth area, net of
premium deficiency utilization of $20.9 million. The remaining increase of $12.8
million included a $6.9 million increase in compensation expense, resulting
primarily from additional employees supporting expanded services. Broker and
premium tax expense increased approximately $2.2 million due to increased
membership. In addition, depreciation expense increased $2.4 million.

Impairment, Settlement and Other Costs. In March 1999, the Company closed all
inpatient operations at Mohave Valley Hospital, a 12-bed acute care facility in
Bullhead City, Arizona, and terminated approximately 45 employees. The Company
recorded a charge of $4.3 million related primarily to the write-off of goodwill
associated with the Mohave Valley operations. The Company also incurred $450,000
for certain legal and contractual settlements and $400,000 to provide for the
Company's portion of the write-off of start-up costs at the Company's equity
investee, TriWest HealthCare Alliance in accordance with Statement of Position
98-5.

During the fourth quarter of 1999, the Company recorded $13.7 million of
non-recurring costs. Of this amount $11.0 million was recorded in conjunction
with a premium deficiency accrual for contracts in the Texas market and
represents general and administrative costs, in excess of those covered by
premiums, the Company will incur to service these contracts. The remaining
expense is primarily related to contractual settlements.

Interest Expense and Other. Interest expense and other increased approximately
$7.8 million for the year ended December 31, 1999, compared to the prior year
due to an increase in debt primarily as a result of the Kaiser-Texas
acquisition, offset by a net gain of $1.8 million on the sale of certain
pharmacy assets purchased in conjunction with the Kaiser-Texas acquisition.

Income Taxes. For 1999, the Company recorded approximately $5.9 million of tax
benefit compared to a tax expense of $13.8 million in the prior year. Due to a
change in tax law, which took effect in 1999, the Company was able to utilize a
$1.6 million net operating loss carryover that had previously not been
recognized in the financial statements due to uncertainty about its realization.
Excluding the effect of this change, the effective tax rate was 41.3% compared
to 25.8% in 1998. Including the effect of this change, the effective tax rate
for 1999 was 56.2%. The difference between the effective tax rate, excluding the
change in the deferred tax valuation allowance, and the statutory rate is due to
income earned on tax preferred investments. The effective tax rate for the year
2000 is projected to range from 33% to 35%. The difference between the
anticipated tax rate and the statutory tax rate is due primarily to investments
in tax preferred investments offset by state income taxes.

24

1998 Compared to 1997

Revenues. The Company's total operating revenues for 1998 increased
approximately 43.7% to $1.04 billion from $721.7 million for 1997. The increase
was primarily due to military contract revenue of $204.8 million and an increase
in premium revenue of $95.5 million. The military contract revenue is a result
of the implementation of the TRICARE contract as well as the first seven months
of health care delivery. Revenue under the TRICARE contract is recorded based on
the contract price as agreed to by the federal government. The contract also
contains provisions which adjust the contract price based on actual experience.
The estimated effects of these adjustments are recognized on a monthly basis.

Medical premium revenue from the Company's HMO and managed indemnity insurance
subsidiaries increased $95.5 million, or 18.6%. Excluding the effect of the
Kaiser-Texas acquisition in the fourth quarter of 1998, premium revenue
increased $66.9 million, or 13.0%. The $66.9 million increase in premium revenue
reflects a 3.4% increase in member months. Medicare member months increased
20.1% which contributed to the increase in medical premium revenue. Such growth
in Medicare member months contributes significantly to the increase in premium
revenues as the Medicare per member premium rates are over three times higher
than the average commercial premium rate. The Company's premium rates increased
an average of 3% to 4% for its HMO commercial groups and in excess of 10% for
managed indemnity commercial groups. The Company also realized a slight increase
in its capitation rate established by HCFA.

Specialty product revenue increased $2.2 million, or 1.5%, for the year ended
December 31, 1998 compared to the prior year. The increase was due to revenue
growth of $5.1 million in the workers' compensation insurance operation offset
in part by a decrease in administrative services and other revenue of $2.9
million due primarily to the termination of the Company's workers' compensation
administrative services contract with the State of Nevada. The Company's
workers' compensation subsidiary signed a reinsurance agreement whereby a
greater portion of premium is ceded thus reducing revenue. The agreement results
in a reduction of specialty product expenses as discussed later in this section.
Excluding the effect of the new reinsurance agreement, the workers' compensation
subsidiaries' revenue would have increased $21.2 million compared to the prior
year. Professional fee revenue increased approximately $14.1 million primarily
due to the January 1998 acquisition of the operations of two medical clinics in
southern Nevada and the clinics acquired in the Dallas/Ft. Worth area. In
addition approximately $3.5 million of the increase in professional fees was due
to the operations of Total Home Care, Inc. ("THC") which was acquired in August
1997.

Investment and other revenue increased approximately $3.2 million over the prior
year primarily due to an increase in invested balances and capital gains
realized on the sale of investments.

Medical and Specialty Product Expenses. The Medical Care Ratio increased from
76.9% to 78.4% for the year ended December 31, 1998 compared to the prior year.
The increase in the medical care ratio was due to an increase in Medicare
members as a percentage of fully-insured members, continued expansion in Texas,
northern Nevada and Arizona which have higher medical care ratios, higher
pharmacy costs and the acquisitions of THC and two medical clinics for which
costs of operations are included in medical expenses. The cost of providing
medical care to Medicare members generally requires a greater percentage of the
premiums received. Pharmacy costs increased as the management of the pharmacy
benefit was transitioned from a capitated pharmacy benefits contract to in-house
management in the third quarter of 1998. The costs under such capitation
contract were substantially below actual claims experience. Included in medical
expenses is the reversal of $4.4 million of premium deficiency reserve that was
used to offset losses on contracts from the Kaiser-Texas operations that were
acquired on October 31, 1998.

Specialty product expenses decreased approximately $800,000, or less than 1.0%,
due primarily to the implementation of the low level reinsurance agreement as
discussed previously. Specialty product revenue and expense is primarily related
to the workers' compensation insurance business. Effective January 1, 1998,
workers' compensation claims are reinsured between $500,000 and $100 million per
occurrence. For claims occurring on and after July 1, 1998, that are below
$500,000, the Company obtained quota share and excess of loss reinsurance. Under
this agreement, the Company reinsures 30% of the first $10,000 of each claim,

25

75% of the next $40,000 and 100% of the next $450,000. The Company receives a
ceding commission from the reinsurer as a partial reimbursement of operating
expenses. Excluding the effect of the reinsurance agreement, specialty product
expenses would have increased $19.5 million compared to the prior year.

The combined ratio for the workers' compensation insurance business was 98.7%
compared to 101.9% for the prior year. The reduction was due to a 198 basis
point decrease in the LAE ratio and a 122 basis point decrease in the
underwriting expense ratio. The decrease in the loss ratio was largely due to
the new reinsurance agreement for losses occurring on and after July 1, 1998 and
as a result of the Company's ability to overlay and implement managed care
techniques to the workers' compensation claims. The combined ratio excluding the
effect of the new reinsurance agreement was 101.6% for the year ended December
31, 1998. In addition, favorable loss development on prior accident years
totaled $9.6 million for the year ended December 31, 1998, compared to net
favorable loss development of $9.0 million for the prior year. The favorable
loss development is largely due to actual paid losses being below projected
losses. There can be no assurance that favorable development, or the magnitude
thereof, will continue in the future. The reduction in the expense ratio was
largely due to a reduction in agents' commissions, as a result of a ceding
commission related to the new reinsurance agreement and from lower salaries and
related benefits expenses.

Military Contract Expenses. The military contract expenses are comprised of
those expenses incurred in 1998 for five months of contract implementation and
seven months of health care delivery. This expense consists primarily of costs
to provide managed health care services to eligible beneficiaries in accordance
with the Company's TRICARE contract. Under the contract, SMHS provides health
care services to dependents of active duty military personnel and military
retirees and their dependents through subcontractor partnerships and individual
providers. Health care costs are recorded in the period when services are
provided to eligible beneficiaries, including estimates for provider costs which
have been incurred but not reported to the Company. Also, included in military
contract expenses are costs incurred to perform specific administrative
services, such as health care appointment scheduling, enrollment, network
management and health care advice line services, and other administrative
functions of the military health care subsidiary.

General, Administrative and Marketing Expenses. G&A cost increased $16.8
million, or 17.9%, compared to 1997. As a percentage of revenues, G&A costs for
1998 decreased to 10.7% from 13.0% during 1997. The decrease in the G&A ratio is
primarily due to the addition of military contract revenues offset in part by
costs for additional infrastructure needed to support overall Company growth.
Excluding military revenues, G&A as a percentage of revenues was 13.3% in 1998.
Of the $16.8 million increase in G&A, $3.2 million was due to additional G&A
related to the acquired HMO business in the Dallas/Ft. Worth area. The remaining
increase of $13.6 million consisted of $3.8 million increased compensation
expense, resulting primarily from additional employees supporting expanded
services and new benefit programs for management. Broker, third party
administration and premium tax expense increased approximately $900,000 due to
increased membership. In addition, depreciation expense increased $1.7 million.

Impairment, Settlement and Other Costs. In the fourth quarter of 1998, the
Company expensed approximately $13.9 million, $10.3 million after tax, of costs
primarily associated with the settlement of the protest pertaining to its
military services contract as well as costs associated with the integration of
the Kaiser-Texas business acquired October 31, 1998. (See Note 15 of Notes to
the Consolidated Financial Statements).

On March 18, 1997, the Company announced it had terminated its merger agreement
with Physician Corporation of America, Inc. and recorded expenses of $11.0
million, $8.4 million after tax, for merger-related costs. During the third
quarter of 1997, SMHS was awarded a contract to serve TRICARE eligible
beneficiaries in Region 1. Development expenses of $18.4 million, $10.6 million
after tax, were recorded in the third quarter primarily for expenses associated
with the Company's proposal to serve TRICARE Region 1. Such expenses had been
deferred until award notification.

Interest Expense and Other. Interest expense and other increased approximately
$2.7 million for the year ended December 31, 1998, compared to the prior year
due to an increase in debt as a result of the Kaiser- Texas acquisition.

26

Income Taxes. For 1998, the Company recorded approximately $13.8 million of tax
expense for an effective tax rate of 25.8% compared to 23.9% in 1997, excluding
the tax effects of identifiable integration, settlement and other costs. The
Company's low operating tax rate is primarily a result of tax-preferred
investments and the change in the deferred tax valuation allowance, which is due
primarily to the ability to use a portion of net operating loss carryovers.

LIQUIDITY AND CAPITAL RESOURCES

The Company had negative cash flows from operating activities of $7.7 million
for the twelve months ended December 31, 1999, resulting primarily from a net
change in assets and liabilities of $41.9 and a net loss of $4.6 million, offset
by $28.1 million in depreciation and amortization, $7.2 million in provision for
doubtful accounts and a $3.5 million provision for goodwill impairment. The
decrease in cash flow resulting from the change in assets and liabilities was
primarily due to increases in reinsurance recoverable of $69.8 million, as well
as the utilization of premium deficiency reserves. The increase in reinsurance
recoverable is primarily due to the low level reinsurance agreement implemented
by the Company's workers' compensation insurance business in the fourth quarter
of 1998. Offsetting the cash outflows related to changes in assets and
liabilities is a $32.1 million increase in the reserve for workers' compensation
losses and loss adjustment expense due to increased business as well as a $9.9
million adjustment related to adverse development on prior accident years.
Additionally, medical claims payable increased $13.6 million due to overall
growth of the Company and military accounts receivable decreased $8.9 million
due to payments received from DoD.

SMHS receives monthly cash payments equivalent to one-twelfth of its annual
contractual price with the Department of Defense ("DoD"). SMHS accrues health
care revenue on a monthly basis for any monies owed above its monthly cash
receipt based on the number of at-risk eligible beneficiaries and the level of
military direct care system utilization. The contractual Bid Price Adjustment
("BPA") process serves to adjust the DoD's monthly payments to SMHS, because
such payments are based in part on 1996 DoD estimates for beneficiary
population, beneficiary population baseline health care cost, inflation and
military direct care system utilization. As actual information has been made
available for the above items, quarterly adjustments are made to SMHS' monthly
health care payment in addition to lump sum adjustments for past months. In
addition, SMHS accrues change order revenue for DoD directed contract changes.
During the second and fourth quarters of 1999, SMHS received $46.3 million and
$34.6 million, respectively, as partial payments from the BPA process covering
the period June 1, 1998 through December 31, 1999. As a result of preliminary
data accumulated from the BPA process, SMHS received a partial upward adjustment
of approximately $2.2 million to its monthly DoD payments for January 2000
through May 2000. SMHS received $2 million as an interim payment in the first
quarter of 1999 as a result of contract change order related activities. The
Company's business and cash flows could be adversely affected if the timing or
amount of the BPA and change order reimbursements varies significantly from the
Company's expectations. (See Note 2 of Notes to the Consolidated Financial
Statements).

Net cash used for investing activities during 1999 included $58.5 million in
capital expenditures associated with continued implementation of three new
computer systems, as well as construction, furniture, equipment and other
capital needs to support the Company's growth. Additionally, in the first
quarter of 1999, $3.0 million was paid to Kaiser Foundation Health Plan of Texas
in accordance with the purchase agreement as certain accreditation goals were
met by the health plan. The purchase price may increase up to an additional $27
million over three years if certain goals are met by the health plan; however,
preliminary results indicate these goals were not met for the first year.
Offsetting the above cash outflows was $29.9 million net change in investments.

Cash flows from financing activities included net proceeds from long-term
borrowings (proceeds less payments) of $15.9 million. In 1998 the Company
utilized a five-year revolving credit facility to finance the Kaiser-Texas
acquisition. As of December 31, 1999, the Company had $160 million in borrowings
on the $200 million line of credit. Interest under the credit facility is
variable and based on the London Interbank Offering Rate ("LIBOR") plus a margin
determined by reference to the Company's leverage ratio. In addition, $50
million of the outstanding balance is covered by interest-rate swap agreements.
The average cost of

27

borrowing on this line of credit for 1999, including the impact of the swap
agreements, was approximately 7.8%. The terms of the credit facility contain a
mandatory payment schedule that begins on June 30, 2001 and ends on September
30, 2003 if the principal balance exceeds certain thresholds. The terms of the
credit facility contain certain covenants including a minimum fixed charge
coverage ratio and a maximum leverage ratio. For the quarter ended September 30,
1999, the Company exceeded the limits of certain covenants. The Company was able
to obtain a waiver and re-negotiate the covenant limits. These negotiations
resulted in a borrowing rate of LIBOR plus 2.375%, through September 30, 2000.
The Company believes it is in compliance with debt covenants as of December 31,
1999. Of the remaining $40 million available balance on the line of credit as of
December 31, 1999, $4.2 million is reserved for use by the Company's equity
investee, TriWest Healthcare Alliance and the remainder may be used for general
corporate purposes, including working capital.

During 1999, the Company used $8.0 million to buy back Company stock on the open
market. Under the current terms of the Company's revolving credit facility, the
Company may not continue to buy back its stock without the consent of the
lenders or until after December 31, 2000 if certain covenant ratios are met.

In the second quarter of 1997, the Company's Board of Directors authorized a
$3.0 million line of credit from the Company to the Company's Chief Executive
Officer ("CEO"). The CEO borrowed a total of $650,000 in 1998 and $2 million in
1997 at an interest rate equal to the rate at which the Company is able to
borrow funds under the credit facility at the time of the borrowing plus 10
basis points. During the first quarter of 1999, the CEO repaid approximately
$360,000 of the line of credit. The line of credit is collateralized by certain
of the CEO's rights to compensation from the Company and is due and payable no
later than August 15, 2001.

In September 1991, CII issued convertible subordinated debentures (the
"Debentures") due September 15, 2001. The Debentures bear interest at 7 1/2%
which is due semi-annually on March 15 and September 15. Each $1,000 in
principal is convertible into 25.382 shares of the Company's common stock at a
conversion price of $39.40 per share. Unamortized issuance costs of $362,000 are
included in other assets on the balance sheet and are being amortized over the
life of the Debentures. The Debentures are general unsecured obligations of CII
only and are not guaranteed by Sierra Health Services, Inc. ("Sierra"). At
December 31, 1999, CII had total assets of $402.4 million, consisting primarily
of investments and reinsurance recoverable, and total liabilities of $336.3
million, consisting primarily of reserves for losses and loss adjustment expense
and the debentures. For the year ended December 31, 1999, CII had net premiums
earned of $82.9 million and investment and other revenue of $15.4 million, and
total operating expenses of $91.0 million. During the twelve months ended
December 31, 1999, the Company purchased $753,000 of the Debentures on the open
market.

The holding company may receive dividends from its HMO and insurance
subsidiaries which generally must be approved by certain state insurance
departments. During 1999, the holding company received $9.7 million in dividends
from its HMO and insurance subsidiaries. The Company's HMO and insurance
subsidiaries are required by state regulatory agencies to maintain certain
deposits and must also meet certain net worth and reserve requirements. The
Company had restricted assets on deposit in various states totaling $21.7
million as of December 31, 1999. The HMO and insurance subsidiaries must also
meet requirements to maintain minimum stockholder's equity, on a statutory
basis, ranging from $1.1 million to $5.2 million. In addition, in conjunction
with the Kaiser-Texas acquisition, Texas Health Choice, L.C. ("TXHC") entered
into a letter agreement with the Texas Department of Insurance whereby TXHC
agreed to maintain a net worth of $20.0 million. Of the $274.9 million of cash
and cash equivalents and current investments held at December 31, 1999, $267.5
million is designated for use only by the regulated subsidiaries. Such amounts
are available for transfer to the holding company from the HMO and insurance
subsidiaries only to the extent that they can be remitted in accordance with the
terms of existing management agreements and by dividends. Remaining amounts are
generally available on an unrestricted basis.

The National Association of Insurance Commissioners ("NAIC") has adopted minimum
capitalization requirements for HMOs, health care insurance entities and other
risk-bearing health care entities. The state of Nevada has not adopted these
regulations as of December 31, 1999. If the regulations were adopted as

28

recommended by the NAIC, the Nevada HMO would not require material
contributions. The state of Texas did pass legislation in 1999 regarding
risk-based capitalization requirements. As of December 31, 1999, the Texas HMO
is in compliance with the requirements. Additional legislation could be passed
in either state. Depending on the nature and extent of any new capitalization
requirements ultimately adopted, there could be an increase in the capital
required. The Company intends to fund any increase from available parent company
cash reserves; however, there can be no assurance that such cash reserves will
be sufficient to fund these requirements.

The workers' compensation insurance subsidiaries are also subject to minimum
capitalization requirements for property-casualty insurers. As of December 31,
1999, these entities were in compliance with the requirements.

The holding company will not receive dividends from its regulated subsidiaries
if such dividend payment would cause violation of statutory net worth and
reserve requirements.

The Company has a 2000 capital budget of approximately $25 million, primarily
for computer hardware and software, furniture and equipment and other
requirements due to the Company's computer system conversion and projected
growth and expansion. The Company's liquidity needs over the next 12 months will
primarily be for the capital items noted above, debt service and expansion of
the Company's operations, including potential acquisitions. The Company believes
that existing working capital, operating cash flow and, if necessary, mortgage
financing, equipment leasing, divestitures of certain non-core assets, and
amounts available under its credit facility should be sufficient to fund its
capital expenditures and debt service. Additionally, subject to unanticipated
cash requirements, the Company believes that its existing working capital and
operating cash flow and, if necessary, its access to new credit facilities,
should enable it to meet its liquidity needs on a longer term basis.

29

Year 2000

The Year 2000 issue existed because many computer systems and applications used
two-digit date fields to designate a year. As the century date change occurred,
date-sensitive non-compliant systems may have recognized the year 2000 as 1900,
or not at all. This inability to recognize or properly treat the Year 2000 may
have caused systems to process critical financial and operational information
incorrectly.

The Company replaced or remediated its mission critical financial systems as
well as its mission critical operational computer systems, remediated databases
and validated the readiness of all computing and non computing systems. The
Company also engaged in a thorough evaluation to validate that all systems,
computing and non-computing, were functioning. The Company is unaware of any
Year 2000 related outages over the century date change.

The Company implemented two major systems in 1999 and is in the process of
implementing a third, at an estimated cost of over $50 million, which includes
the implementation costs related to the recently acquired Kaiser-Texas
operations. To date the Company has spent approximately $48.9 million on the new
computer systems and other Year 2000 items. The Company expensed the costs to
make modifications to existing computer systems and non-computer equipment.
Management currently estimates the remaining new computer system costs to be
$4.0 million to $6.0 million. While this has been a substantial effort, the
results should give the Company the benefits of new technology and functionality
for many of its financial and operational computer systems and applications.

Inflation

Health care costs continue to rise at a faster rate than the Consumer Price
Index. The Company uses various strategies to mitigate the negative effects of
health care cost inflation, including setting commercial premiums based on its
anticipated health care costs, risk-sharing arrangements with the Company's
various health care providers, and other health care cost containment measures
including member co-payments. There can be no assurance, however, that, in the
future, the Company's ability to manage medical costs will not be negatively
impacted by items such as technological advances, competitive pressures,
applicable regulations, increases in pharmacy costs, utilization changes and
catastrophic items, which could, in turn, result in medical cost increases
equaling or exceeding premium increases.

Government Regulation

The Company's business, offering health care coverage, health care management
services, workers' compensation programs and, to a lesser extent, the delivery
of medical services, is heavily regulated at both the federal and state levels.

Government regulation of health care coverage products and services is a
changing area of law that varies from jurisdiction to jurisdiction. Changes in
applicable laws and regulations are continually being considered, including
legislative proposals to eliminate or reduce ERISA pre-emption of state laws,
that would increase potential litigation exposure and interpretation of existing
laws and rules also may change from time to time. Regulatory agencies generally
have broad discretion in promulgating regulations and in interpreting and
enforcing laws and regulations.

While the Company is unable to predict what regulatory changes may occur or the
impact on the Company of any particular change, the Company's operations and
financial results could be negatively affected by regulatory revisions. For
example, any proposals affecting underwriting practices, limiting rate
increases, increasing litigation exposure, requiring new or additional benefits
or affecting contracting arrangements (including proposals to require HMOs and
PPOs to accept any health care providers willing to abide by an HMO's or PPO's
contract terms) may have a material adverse effect on the Company's business.
The continued consideration and enactment of "anti-managed care" laws and
regulations by federal and state bodies may make it more difficult for the
Company to manage medical costs and may adversely affect financial results.

30

In addition to changes in applicable laws and regulations, the Company is
subject to various audits, investigations and enforcement actions. These include
possible government actions relating to the federal Employee Retirement Income
Security Act, which regulates insured and self-insured health coverage plans
offered by employers, the Federal Employees Health Benefit Plan, federal and
state fraud and abuse laws, and laws relating to utilization management and the
delivery of health care. Any such government action could result in assessment
of damages, civil or criminal fines or penalties, or other sanctions, including
exclusion from participation in government programs. In addition, disclosure of
any adverse investigation or audit results or sanctions could negatively affect
the Company's reputation in various markets and make it more difficult for the
Company to sell its products and services.

Recently Issued Accounting Standards

In March 1998, the Accounting Standards Executive Committee of the American
Institute of Certified Public Accountants ("AcSEC") issued Statement of Position
98-1 ("SOP 98-1"), "Accounting for the Costs of Computer Software Developed For
or Obtained For Internal Use". SOP 98-1 requires certain computer software costs
to be capitalized and amortized over the software's estimated useful life. In
June 1998, the AcSEC issued Statement of Position 98-5 ("SOP 98-5"), "Reporting
on the Costs of Start-Up Activities". This standard requires organization costs
and costs associated with start-up activities to be expensed as incurred. Both
statements are effective for years beginning after December 15, 1998. The
Company adopted SOP 98- 1 and SOP 98-5 for the fiscal year ending December 31,
1999. These statements did not have a material impact on its financial
statements.

In June 1998, The Financial Accounting Standards Board issued "Accounting for
Derivative Instruments and Hedging Activities" ("FAS 133"). FAS 133 is effective
for fiscal years beginning after June 15, 2000. FAS 133 addresses the accounting
for derivative instruments including certain derivative instruments embedded in
other contracts, and hedging activities. The Company does not believe this
statement will have a material impact on its financial statements.

ITEM 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of December 31, 1999, the Company has approximately $ 311.5 million in cash
and cash equivalents, and current, long-term and restricted investments. Of the
investments, approximately $230.5 million is classified as available-for-sale
investments and $25.0 million is classified as held-to-maturity investments.
These investments are primarily in fixed income, investment grade securities.
The Company's investment policies emphasize return of principal and liquidity
and are focused on fixed returns that limit volatility and risk of principal.
Because of the Company's investment policies, the primary market risk associated
with the Company's portfolio is interest rate risk.

Assuming an immediate 10% increase in interest rates, the net hypothetical loss
in fair value of shareholders' equity related to financial instruments is
estimated to be approximately $9.3 million after tax (3.3% of total
shareholders' equity). The Company believes that such an increase in interest
rates would not have a material impact on future earnings or cash flows as it is
unlikely that the Company would need or choose to substantially liquidate its
investment portfolio.

The effect of interest rate risk on potential near-term net income, cash flow
and fair value was determined based on commonly used sensitivity analyses. The
models project the impact of interest rate changes on a wide range of factors,
including duration and prepayment. Fair value was estimated based on the net
present value of cash flows or duration estimates, assuming an immediate 10%
increase in interest rates.

As of December 31, 1999, the Company had $160 million in borrowings outstanding
under a revolving credit facility that was entered into in October 1998.
Interest under the credit facility is variable and based on LIBOR plus a margin.
To mitigate the risk of interest rate fluctuation on the credit facility, the
Company entered into a five-year $50 million interest-rate swap agreement during
the fourth quarter of 1998. The intent of the agreement is to keep the Company's
interest rate on $50 million of the borrowings relatively fixed. The average
cost of borrowing on this line of credit was approximately 7.8% for 1999. The
specified rate of borrowing related to the last renewed borrowing amount prior
to December 31, 1999 under the credit facility was 8.9%. The renewal occurred on
December 16, 1999. If the average cost of borrowing on the amount outstanding as
of December 31, 1999, was to increase by 10%, annual income before tax would
decrease by approximately $976,000.

31

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS

Page

Management Report on Consolidated Financial Statements.................................................... 33
Independent Auditors' Report.............................................................................. 34
Consolidated Balance Sheets at December 31, 1999 and 1998................................................. 35
Consolidated Statements of Operations for the Years Ended
December 31, 1999, 1998 and 1997....................................................................... 36
Consolidated Statements of Stockholders' Equity
for the Years Ended December 31, 1999, 1998 and 1997................................................... 37
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1999, 1998 and 1997....................................................................... 38
Notes to Consolidated Financial Statements................................................................ 39

Page 32

MANAGEMENT REPORT ON CONSOLIDATED FINANCIAL STATEMENTS

The management of Sierra Health Services, Inc. is responsible for the integrity
and objectivity of the accompanying Consolidated Financial Statements. The
statements have been prepared in conformity with generally accepted accounting
principles applied on a consistent basis and are not misstated due to fraud or
material error. The statements include some amounts that are based upon the
Company's best estimates and judgment.

The accounting systems and controls of the Company are designed to provide
reasonable assurance that transactions are executed in accordance with
management's authorization, that the financial records are reliable for
preparing financial statements and maintaining accountability for assets, and
that assets are safeguarded against losses from unauthorized use or disposition.
Management believes that for the year ended December 31, 1999, such systems and
controls were adequate to meet the objectives discussed herein.

The accompanying Consolidated Financial Statements have been audited by
independent certified public accountants, whose audits thereof were made in
accordance with generally accepted auditing standards and included a review of
internal accounting controls to the extent necessary to design audit procedures
aimed at gathering sufficient evidence to provide a reasonable basis for their
opinion on the fairness of presentation of the Consolidated Financial Statements
taken as a whole.

The Audit Committee of the Board of Directors, comprised solely of directors
from outside the Company, meets regularly with management and the independent
auditors to review the work procedures of each. The independent auditors have
free access to the Audit Committee, without management being present, to discuss
the results of their opinions on the adequacy of the Company's accounting
controls and the quality of the Company's financial reporting. The Board of
Directors, upon the recommendation of the Audit Committee, appoints the
independent auditors, subject to stockholder ratification.

Anthony M. Marlon, M.D.
Chairman and
Chief Executive Officer

Paul H. Palmer
Vice President, Finance

Chief Financial Officer,
and Treasurer

Page 33

INDEPENDENT AUDITORS' REPORT

Board of Directors
Sierra Health Services, Inc.:

We have audited the accompanying consolidated balance sheets of Sierra Health
Services, Inc., and its subsidiaries as of December 31, 1999 and 1998, and the
related consolidated statements of operations, stockholders' equity and cash
flows for each of the three years in the period ended December 31, 1999. Our
audits also included the financial statement schedules listed in the index at
Item 14 (a)(2). These financial statements and financial statement schedules are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements and financial statement schedules based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Sierra Health Services, Inc. and
its subsidiaries at December 31, 1999 and 1998, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1999 in conformity with generally accepted accounting principles.
Also, in our opinion, such financial statement schedules when considered in
relation to the basic consolidated financial statements taken as a whole,
present fairly in all material respects the information set forth therein.

DELOITTE & TOUCHE LLP
Las Vegas, Nevada
February 14, 2000

Page 34

SIERRA HEALTH SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31, 1999 and 1998

ASSETS

1999 1998
---------------- ----------
CURRENT ASSETS:

Cash and Cash Equivalents............................................... $ 55,936,000 $ 83,910,000
Investments............................................................. 218,951,000 260,337,000
Accounts Receivable (Less: Allowance for Doubtful
Accounts 1999 - $15,551,000; 1998 - $10,540,000)................... 43,036,000 44,100,000
Military Accounts Receivable (Less: Allowance for Doubtful
Accounts 1999 - $800,000; 1998 - $444,000)......................... 60,340,000 69,552,000
Current Portion of Deferred Tax Asset .................................. 40,199,000 14,311,000
Reinsurance Recoverable................................................. 54,563,000 32,076,000
Other Current Receivables............................................... 39,276,000 24,898,000
Prepaid Expenses and Other Current Assets............................... 12,292,000 15,076,000
----------------- -----------------
Total Current Assets............................................... 524,593,000 544,260,000

PROPERTY AND EQUIPMENT, NET................................................... 264,549,000 229,164,000
LONG-TERM INVESTMENTS......................................................... 14,862,000 30,487,000
RESTRICTED CASH AND INVESTMENTS............................................... 21,705,000 17,758,000
REINSURANCE RECOVERABLE, Net of Current Portion............................... 82,300,000 34,946,000
GOODWILL (Less: Accumulated Amortization
1999 - $8,828,000; 1998 - $5,213,000).................................. 159,514,000 142,471,000
OTHER ASSETS.................................................................. 62,589,000 46,034,000
----------------- -----------------
TOTAL ASSETS.................................................................. $1,130,112,000 $1,045,120,000
==============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accrued Liabilities....................................................... $ 59,556,000 $ 25,196,000
Trade Accounts Payable.................................................... 21,052,000 25,904,000
Premium Deficiency Reserve................................................ 21,000,000 18,184,000
Accrued Payroll and Taxes................................................. 21,965,000 19,942,000
Medical Claims Payable.................................................... 91,607,000 78,022,000
Current Portion of Reserve for
Losses and Loss Adjustment Expense .................................. 93,768,000 79,869,000
Unearned Premium Revenue.................................................. 45,333,000 39,968,000
Military Health Care Payable.............................................. 50,831,000 53,820,000
Current Portion of Long-term Debt......................................... 4,741,000 5,263,000
------------------- ------------------
Total Current Liabilities............................................ 409,853,000 346,168,000

RESERVE FOR LOSSES AND
LOSS ADJUSTMENT EXPENSE (Less Current Portion) ........................... 150,626,000 132,394,000
LONG-TERM DEBT (Less Current Portion) ........................................ 258,854,000 242,398,000
OTHER LIABILITIES ............................................................ 32,367,000 20,446,000
----------------- -----------------
TOTAL LIABILITIES............................................................. 851,700,000 741,406,000
----------------- ----------------

STOCKHOLDERS' EQUITY:
Preferred Stock, $.01 Par Value, 1,000,000
Shares Authorized; None Issued or Outstanding
Common Stock, $.005 Par Value, 40,000,000
Shares Authorized; Shares Issued: 1999-- 28,400,000;
1998-- 28,236,000.................................................... 142,000 141,000
Additional Paid-in Capital................................................ 175,915,000 173,583,000
Treasury Stock: 1999-- 1,523,000; 1998-- 967,000
Common Shares........................................................ (22,789,000) (14,821,000)
Accumulated Other Comprehensive Loss:
Unrealized Holding Loss on Available-for-Sale

Investments..................................................... (16,063,000) (1,027,000)
Retained Earnings......................................................... 141,207,000 145,838,000
---------------- ----------------
TOTAL STOCKHOLDERS' EQUITY.................................................... 278,412,000 303,714,000
---------------- ----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY.................................... $1,130,112,000 $1,045,120,000
============== ==============

See the accompanying notes to consolidated financial statements.

Page 35

SIERRA HEALTH SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

For the Years Ended December 31, 1999, 1998 and 1997

1999 1998 1997
------------------ ----------------- -----------

OPERATING REVENUES:

Medical Premiums............................................. $ 827,779,000 $ 609,404,000 $513,857,000
Military Contract Revenues .................................. 287,398,000 204,838,000 4,346,000
Specialty Product Revenues .................................. 94,221,000 148,368,000 146,211,000
Professional Fees............................................ 51,842,000 45,363,000 31,238,000
Investment and Other Revenues ............................... 22,571,000 29,230,000 26,072,000
---------------- ---------------- --------------
Total..................................................... 1,283,811,000 1,037,203,000 721,724,000
-------------- -------------- -------------

OPERATING EXPENSES:
Medical Expenses............................................. 749,797,000 513,209,000 419,272,000
Military Contract Expenses .................................. 276,493,000 196,625,000 4,193,000
Specialty Product Expenses................................... 96,487,000 142,258,000 143,082,000
General, Administrative and Marketing Expenses............... 137,812,000 110,687,000 93,919,000
Impairment, Settlement and Other Costs....................... 18,808,000 13,851,000 29,350,000
---------------- ---------------- --------------
Total..................................................... 1,279,397,000 976,630,000 689,816,000
-------------- --------------- -------------

OPERATING INCOME.................................................. 4,414,000 60,573,000 31,908,000

INTEREST EXPENSE AND OTHER, NET................................... (14,980,000) (7,181,000) (4,433,000)
---------------- ---------------- ---------------

(LOSS) INCOME FROM OPERATIONS
BEFORE INCOME TAXES ......................................... (10,566,000) 53,392,000 27,475,000

BENEFIT (PROVISION) FOR INCOME TAXES.............................. 5,935,000 (13,796,000) (3,234,000)
----------------- --------------- ---------------

NET (LOSS) INCOME ................................................ $ (4,631,000) $ 39,596,000 $ 24,241,000
================ =============== =============

EARNINGS PER COMMON SHARE:
Net (Loss) Income Per Share ............................. $(.17) $1.45 $.90
==== ===== ====

EARNINGS PER COMMON SHARE ASSUMING DILUTION:
Net (Loss) Income Per Share ............................. $(.17) $1.43 $.88
==== ===== ====

See the accompanying notes to consolidated financial statements.

Page 36

SIERRA HEALTH SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

For the Years Ended December 31, 1999, 1998 and 1997
(Amounts in thousands)

Accumu-
lated

Other

Addi- Compre- Compre- Total
tional hensive hensive Stock-
Common Stock Paid-In Treasury Income Income Retained holders'
Shares Amount Capital Stock (Loss) (Loss) Earnings Equity

BALANCE, JANUARY 1, 1997 ............. 26,865 $134 $151,990 $ (130) $ 487 - $ 82,001 $234,482
Comprehensive Income:
Net Income....................... $ 24,241 24,241 24,241
Other Comprehensive Income,
Net of Tax

Unrealized Gain on Available-for-sale-
Investments ............ 168 168 168
-----------
Comprehensive Income................. $ 24,409
========
Common Stock Issued in Connection
with Stock Plans................. 844 5 10,253 10,258
Purchase of Treasury Stock ......... (5,471) (5,471)
Income Tax Benefit Realized Upon
Exercise of Stock Options........ 2,004 2,004
----------- -------- ------------------------ -------------- ------------- ----------
BALANCE, DECEMBER 31, 1997 ........... 27,709 139 164,247 (5,601) 655 106,242 265,682
Comprehensive Income:
Net Income....................... $ 39,596 39,596 39,596
Other Comprehensive Income,
Net of Tax

Unrealized Holding Loss on Available-
for-sale Investments Arising
During Period. (201) (201) (201)
Reclassification Adjustment for
Gains Included in Net Income (1,481) (1,481) (1,481)
----------
Comprehensive Income................. $ 37,914
========
Common Stock Issued in Connection
with Stock Plans................. 527 2 8,052 8,054
Purchase of Treasury Stock ......... (9,220) (9,220)
Income Tax Benefit Realized Upon
Exercise of Stock Options........ 1,284 1,284
----------- -------- ------------------------------------- ---------- --------
BALANCE, DECEMBER 31, 1998 ......... 28,236 141 173,583 (14,821) (1,027) 145,838 303,714
Comprehensive Income:
Net Loss......................... $ (4,631) (4,631) (4,631)
Other Comprehensive Loss,
Net of Tax

Unrealized Holding Loss on Available-
for-sale Investments Arising
During Period. (15,295) (15,295) (15,295)
Reclassification Adjustment for
Losses Included in Net Loss 259 259 259
-----------
Comprehensive Loss................... $(19,667)
========
Common Stock Issued in Connection
with Stock Plans................. 164 1 2,331 2,332
Purchase of Treasury Stock ......... (7,968) (7,968)
Income Tax Benefit Realized Upon
Exercise of Stock Options........ 1 1
----------- ----------------------------------------------- ---------- ---------
BALANCE, DECEMBER 31, 1999 ......... 28,400 $142 $175,915 $(22,789) $(16,063) $141,207 $278,412
====== ==== ======== ======== ======== ======== ========

See the accompanying notes to consolidated financial statements.

Page 37

SIERRA HEALTH SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 1999, 1998 and 1997

1999 1998 1997
-------------- ------------- ---------

CASH FLOWS FROM OPERATING ACTIVITIES:

Net (Loss) Income ................................................. $ (4,631,000) $ 39,596,000 $ 24,241,000
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Depreciation and Amortization.................................. 28,079,000 19,263,000 13,510,000
Provision for Doubtful Accounts................................ 7,201,000 6,379,000 4,283,000
Provision for Goodwill Impairment.............................. 3,509,000
Change in Assets and Liabilities, Net of
Effects from Acquisitions:
Other Assets................................................... 7,991,000 (5,362,000) (5,851,000)
Reinsurance Recoverable ....................................... (69,841,000) (41,618,000) (5,635,000)
Reserve for Losses and Loss Adjustment Expense ................ 32,131,000 9,564,000 14,923,000
Other Liabilities ............................................. 11,921,000 4,603,000 6,826,000
Accounts Receivable............................................ (11,810,000) (2,870,000) (7,944,000)
Other Current Assets........................................... (22,952,000) (10,674,000) (11,853,000)
Military Accounts Receivable................................... 8,857,000 (69,552,000) (4,346,000)
Military Health Care Payable................................... (2,989,000) 53,820,000
Medical Claims Payable......................................... 13,585,000 12,333,000 8,974,000
Other Current Liabilities...................................... (8,755,000) 34,606,000 15,692,000
-------------- -------------- ---------------
Net Cash (Used For) Provided by

Operating Activities ............................... (7,704,000) 50,088,000 52,820,000
-------------- -------------- ---------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Expenditures............................................... (58,512,000) (40,743,000) (55,642,000)
Property and Equipment Dispositions, Net........................... 1,018,000 772,000
Purchase of Available-for-Sale Investments......................... (357,810,000) (901,542,000) (1,078,396,000)
Proceeds from Sales/Maturities of
Available-for-Sale Investments................................. 358,792,000 884,288,000 1,046,523,000
Purchase of Held-to-Maturity Investments........................... (7,133,000) (51,887,000) (7,523,000)
Proceeds from Maturities of Held-to-Maturity Investments........... 36,077,000 44,964,000 10,449,000
Corporate Acquisitions, Net of Cash Acquired....................... (3,000,000) (111,408,000) (3,145,000)
Corporate Disposition, Net of Cash Disposed........................ 1,373,000
--------------------- ---------------
Net Cash Used for Investing Activities......................... (30,568,000) (174,955,000) (86,962,000)
------------- ------------- --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Long-term Borrowing.................................. 79,000,000 172,200,000 25,000,000
Payments on Debt and Capital Leases................................ (63,066,000) (59,098,000) (2,391,000)
Purchase of Treasury Stock ........................................ (7,968,000) (9,220,000) (5,471,000)
Exercise of Stock in Connection with Stock Plans................... 2,332,000 8,054,000 10,258,000
--------------- --------------- ---------------
Net Cash Provided by Financing Activities...................... 10,298,000 111,936,000 27,396,000
-------------- ------------- ---------------

NET DECREASE IN CASH
AND CASH EQUIVALENTS............................................... (27,974,000) (12,931,000) (6,746,000)
CASH AND CASH EQUIVALENTS AT BEGINNING
OF YEAR ....................................................... 83,910,000 96,841,000 103,587,000
-------------- --------------- --------------

CASH AND CASH EQUIVALENTS AT END OF YEAR................................. $ 55,936,000 $ 83,910,000 $ 96,841,000
============= ============= ==============

See the accompanying notes to consolidated financial statements.

Page 38

SIERRA HEALTH SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 1999, 1998 and 1997

1. BUSINESS

Business. The consolidated financial statements include the accounts of Sierra
Health Services, Inc. ("Sierra") and its subsidiaries (collectively referred to
as the "Company"). The Company is a managed health care organization that
provides and administers the delivery of comprehensive health care and workers'
compensation programs with an emphasis on quality care and cost management. The
Company's broad range of managed health care services is provided through its
health maintenance organizations ("HMOs"), managed indemnity plans, military
health services programs, third-party administrative services programs for
employer-funded health benefit plans and its workers' compensation medical
management programs. Ancillary products and services that complement the
Company's managed health care product lines are also offered.

Acquisitions. On October 31, 1998, Texas Health Choice, L.C. ("TXHC") (formerly
HMO Texas, L.C.), a subsidiary of Sierra, completed the acquisition of certain
assets of Kaiser Foundation Health Plan of Texas ("Kaiser-Texas"), a health plan
operating in Dallas/Ft. Worth and Permanente Medical Association of Texas
("Permanente"), a 150 physician medical group operating in that area. The
purchase price was $124 million, which was net of $20 million in operating cost
support paid to Sierra by Kaiser Foundation Hospitals in four quarterly
installments following the closing of the transaction. The purchase price
allocation included a premium deficiency reserve of approximately $25 million
for estimated losses on the contracts acquired from Kaiser-Texas. The purchase
price also included amounts for real estate and eight medical and office
facilities encompassing approximately 500,000 square feet. During the first
quarter of 1999, certain accreditation goals were met by the health plan
resulting in a purchase price increase of $3.0 million, to $127 million. The
purchase price may increase an additional $27 million over three years if
certain growth and member retention goals are met by the health plan; however,
preliminary results indicate these goals were not met for the first year.

The original liability for the estimated premium deficiency was based upon
assumptions of membership and other operating information, some of which had yet
to be received. During 1999, the Company continued to gather such data,
including obtaining data from the seller, and based upon the receipt and
analysis of this data, the Company revised the initial estimate of the premium
deficiency accrual resulting in a total recorded amount of $72.0 million.

The acquisition has been recorded using purchase accounting and the excess of
the purchase price over the fair value of the assets acquired was recorded as
goodwill. Total goodwill, in the amount of $126.8 million, is being amortized on
a straight line basis over 40 years.

On December 31, 1998, Sierra completed the acquisition of the Nevada health care
business of Exclusive Healthcare, Inc. ("EHI"), United of Omaha Life Insurance
Company and United World Life Insurance Company ("United"), all of which are
subsidiaries of Mutual of Omaha Insurance Company. Sierra initially retained
approximately 9,000 members (approximately 4,400 HMO members) subsequent to the
acquisition. Effective June 1, 1999, the company completed the purchase of the
Texas operations of EHI (approximately 1,000 HMO members) and United's related
preferred provider organization ("PPO") that is part of the dual option HMO/PPO
plan. The purchase price of both the Nevada and Texas transactions is contingent
based on how many members are retained through 2000 and 2001. No cash will be
paid until group renewals begin in 2000.

In August 1997, the Company acquired the assets and operations of Total Home
Care, Inc. ("THC") for approximately $3.1 million, net of cash acquired. THC
provides home infusion, oxygen, and durable medical equipment services in Nevada
and Arizona. The Company sold the Arizona operations in the first quarter of
1998 for approximately $1.5 million. Also, in the first quarter of 1998, the
Company purchased three medical clinics in southern Nevada for approximately
$7.3 million.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation. All significant intercompany transactions and
balances have been eliminated. Sierra's consolidated subsidiaries include:
Health Plan of Nevada, Inc. ("HPN") and TXHC, licensed HMOs; Sierra Health and
Life Insurance Company, Inc. ("SHL"), a health and life insurance company;
Southwest

Page 39

SIERRA HEALTH SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 1999, 1998 and 1997

Medical Associates, Inc. ("SMA") and The Medical Group of Texas ("TMGT"),
multi-specialty medical provider groups; Sierra Military Health Services, Inc.
("SMHS"), a company that has been contracted to provide and administer managed
care services to certain TRICARE eligible beneficiaries from June 1, 1998 to May
31, 2003; CII Financial, Inc. ("CII"), a holding company primarily engaged in
writing workers' compensation insurance through its wholly owned subsidiaries;
administrative services companies; a home health care agency; a hospice; a home
medical products subsidiary; and a company that provides and manages mental
health and substance abuse services.

Medical Premiums. Non-Medicare member enrollment is represented principally by
employer groups. Medical premiums are billed to each employer group in
accordance with negotiated contracts, and such premium revenue is recognized
when earned. Unearned premium revenue includes payments under prepaid Medicare
contracts with the Health Care Financing Administration ("HCFA") and prepaid HPN
and TXHC commercial and SHL indemnity premiums. HPN and TXHC offer a prepaid
health care program to Medicare recipients. Revenues associated with Medicare
recipients were approximately $301,141,000, $238,913,000 and $186,105,000 in
1999, 1998 and 1997, respectively.

Military Contract Revenues. Revenue under the Department of Defense TRICARE
contract is recorded based on the contract price as agreed to by the federal
government. The contract also contains provisions which adjust the contract
price based on actual experience and for government directed change orders. The
estimated effects of these adjustments are recognized on a monthly basis. In
addition, the Company records revenue based on estimates of the earned portion
of any contract change orders not originally specified in the contract.

Specialty Product Revenues. These revenues consist primarily of workers'
compensation premiums. Premiums are calculated by formula such that the premium
written is earned pro rata over the term of the policy. Also included in
specialty product revenues are administrative services and certain ancillary
product revenues. Such revenues are recognized in the period in which the
service is performed or the period that coverage for services is provided.
Premiums written in excess of premiums earned are recorded as an unearned
premium revenue liability. Premiums earned include an estimate for earned but
unbilled premiums.

Professional Fees. Revenue for professional medical services is recorded on the
accrual basis in the period in which the services are provided. Such revenue is
recorded at established rates net of provisions for estimated contractual
allowances and a provision for estimated uncollectible amounts.

Medical Expenses. The Company contracts with hospitals, physicians and other
providers of health care under capitated or discounted fee-for-service
arrangements including hospital per diems to provide medical care services to
enrollees. Capitated providers are at risk for the cost of medical care services
provided to the Company's enrollees in the relevant geographic areas; however,
the Company is ultimately responsible for the provision of services to its
enrollees should the capitated provider be unable to provide the contracted
services. Health care costs are recorded in the period when services are
provided to enrolled members, including estimates for provider costs which have
been incurred as of the balance sheet date but not reported to the Company.

Premium Deficiency Reserves. Premium deficiency expenses are recognized when it
is probable that the future costs associated with a group of existing contracts
will exceed the anticipated future premiums on those contacts. The Company
calculates expected premium deficiency expense based on budgeted revenues and
expenses. Premium deficiency reserves are evaluated quarterly for adequacy.

Military Contract Expenses. This expense consists primarily of costs to provide
managed health care services to eligible beneficiaries in accordance with the
Company's TRICARE contract. Under the contract, SMHS provides health care
services to approximately 610,000 dependents of active duty military personnel
and military retirees and their dependents through subcontractor partnerships
and individual providers. Health care costs are recorded in the period when
services are provided to eligible beneficiaries including estimates for provider
costs which have been incurred as of the balance sheet date but not reported to
the Company. Also included in military contract expenses are costs incurred to
perform specific administrative services, such as health care appointment
scheduling, enrollment, network management and health care advice line services,
and other administrative functions of the military health care subsidiary.

Page 40

SIERRA HEALTH SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 1999, 1998 and 1997

Specialty Product Expenses. This expense consists primarily of losses and loss
adjustment expense ("LAE"), policy acquisition costs and other general and
administrative expenses associated with issued workers' compensation policies.
Losses and LAE are based upon the accumulation of cost estimates for reported
claims occurring during the period as well as an estimate for losses that have
occurred but have not yet been reported. Policy acquisition costs consist of
commissions, premium taxes and other underwriting costs, which are directly
related to the production and retention of new and renewal business and are
deferred and amortized as the related premiums are earned. Should it be
determined that future policy revenues and earnings on invested funds relating
to existing insurance contracts will not be adequate to cover related costs and
expenses, deferred costs are expensed. Also included in specialty product
expenses are costs associated with administrative services and certain ancillary
products. These costs are recorded when incurred.

Cash and Cash Equivalents. The Company considers cash and cash equivalents as
all highly liquid instruments with a maturity of three months or less at time of
purchase. The carrying amount of cash and cash equivalents approximates fair
value because of the short maturity of these instruments.

Investments. Investments consist principally of U.S. Government securities and
municipal bonds, as well as corporate and mortgage backed securities. All
non-restricted investments that are designated as available-for- sale are
classified as current assets. These investments are available for use in the
current operations regardless of contractual maturity dates. Non-restricted
investments designated as held-to-maturity are classified as current assets if
expected maturity is within one year of the balance sheet date. Otherwise, they
are classified as long-term investments.

Restricted Cash and Investments. Certain subsidiaries are required by state
regulatory agencies to maintain certain deposits and must also meet certain net
worth and reserve requirements. The Company and its subsidiaries are in
compliance with the applicable minimum regulatory and capital requirements.

Military Accounts Receivable. Amounts receivable under government contracts are
comprised primarily of one month's contract payment from the government in
arrears, estimates of adjustments under the contract based on actual experience,
and estimates of the earned portion of any change orders not originally
specified in the contract.

Property and Equipment. Property and equipment are stated at cost. Maintenance
and repairs that do not improve or extend the life of the respective assets are
charged to operations. Depreciation and amortization is computed using the
straight-line method over the estimated service lives of the assets or terms of
leases if shorter. Estimated useful lives are as follows:

Buildings and Improvements 10 - 30 years
Leasehold Improvements 3 - 10 years
Furniture, Fixtures and Equipment 3 - 5 years
Data Processing Hardware and Software 3 - 10 years

Goodwill. Goodwill has been recorded primarily as a result of various business
acquisitions by the Company. Amortization is provided on a straight line basis
over periods not exceeding 40 years. The Company periodically evaluates the
carrying value of its intangible assets. The Company utilizes the discounted
cash flow method for evaluating the recoverability of goodwill. Future cash
flows are estimated based on Company projections and are discounted based on the
interest rates approximating long-term bond yields. Amortization expense
associated with goodwill was $4,345,000, $2,321,000 and $1,850,000 for the years
ended December 31, 1999, 1998 and 1997, respectively.

Medical Claims Payable and Military Health Care Payable. Medical claims payable
and Military health care payable include the estimated cost for unpaid claims
for which health care services have been provided to enrollees and TRICARE
eligibles. Such provision included an estimate for the costs of claims that have
been incurred but have not been reported.

Reserve for Losses and Loss Adjustment Expense. The reserve for workers'
compensation losses and LAE consists of estimated costs of each unpaid claim
reported to the Company prior to the close of the accounting

Page 41

SIERRA HEALTH SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 1999, 1998 and 1997

period, as well as those incurred but not yet reported. The methods for
establishing and reviewing such liabilities are continually reviewed and
adjustments are reflected in current operations.

Income Taxes. The Company accounts for income taxes using the liability method.
Deferred income tax assets and liabilities result from temporary differences
between the tax basis of assets and liabilities and the reported amounts in the
consolidated financial statements that will result in taxable or deductible
amounts in future years. The Company's temporary differences arise principally
from certain net operating losses, accrued expenses, reserves and depreciation.

Concentration of Credit Risk. The Company's financial instruments that are
exposed to credit risk consist primarily of investments and accounts receivable.
The Company maintains cash and cash equivalents and investments with various
financial institutions. These financial institutions are located in many
different regions, and company policy is designed to limit exposure with any one
institution.

Credit risk with respect to accounts receivable is generally diversified due to
the large number of entities comprising the Company's customer base and their
dispersion across many different industries. These customers are primarily
located in the states in which the Company operates. Such operations are
principally in California, Nevada and Texas. However, the Company is licensed
and does business in several other states as well. As of December 31, 1999, the
Company has receivables outstanding from the federal government related to its
TRICARE contract in the amount of $60.3 million. The Company also has
receivables from certain reinsurers. Reinsurance contracts do not relieve the
Company from its obligations to enrollees or policyholders. Failure of
reinsurers to honor their obligations could result in losses to the Company. The
Company evaluates the financial condition of its reinsurers to minimize its
exposure to significant losses from reinsurer insolvencies. All reinsurers that
the Company has reinsurance contracts with are rated A- or better by the A.M.
Best Company.

Recently Issued Accounting Standards. In June 1998, The Financial Accounting
Standards Board issued "Accounting for Derivative Instruments and Hedging
Activities" ("FAS 133"). FAS 133 is effective for fiscal years beginning after
June 15, 2000. FAS 133 addresses the accounting for derivative instruments
including certain derivative instruments embedded in other contracts, and
hedging activities. The Company does not believe this statement will have a
material impact on its financial statements.

Estimates and Assumptions. The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Estimates and assumptions include, but are not
limited to, medical and specialty product expenses, military revenue and
expenses and goodwill recoverability. Actual results may materially differ from
estimates.

Reclassifications. Certain amounts in the Consolidated Financial Statements for
the years ended December 31, 1998 and 1997 have been reclassified to conform
with the current year presentation.

Page 42

SIERRA HEALTH SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 1999, 1998 and 1997

3. EARNINGS PER SHARE

The following table provides a reconciliation of basic and diluted earnings per
share ("EPS"):

Dilutive

Basic Stock Options Diluted

For the Year Ended December 31, 1999:

Net Loss....................................... $(4,631,000) $(4,631,000)
Shares......................................... 26,927,000 26,927,000
Per Share Amount............................... $(.17) $(.17)

For the Year Ended December 31, 1998:
Net Income..................................... $39,596,000 $39,596,000
Shares......................................... 27,391,000 356,000 27,747,000
Per Share Amount............................... $1.45 $1.43

For the Year Ended December 31, 1997:
Net Income..................................... $24,241,000 $24,241,000
Shares......................................... 27,013,000 413,000 27,426,000
Per Share Amount............................... $.90 $.88

Options to purchase 3,904,000 shares of common stock were outstanding at
December 31, 1999 but were not included in the computation of 1999 diluted
earnings per share because the Company had a net loss for 1999 and their
inclusion would have been antidilutive.

Stock Split. On May 5, 1998, the Company announced a three-for-two stock split.
Each stockholder of record of the Company owning one share of common stock, par
value of $.005, as of the close of business on the record date of May 18, 1998,
received an additional one-half share on June 18, 1998. In lieu of any
fractional share resulting from the stock split, a stockholder received a cash
payment based on the closing price of the Company's common stock on the record
date. The par value remains $.005 per share. Common stock and earnings per share
amounts have been retroactively adjusted to account for the split.

CII issued convertible subordinated debentures (the "Debentures") due September
15, 2001. Each $1,000 in principal is convertible into 25.382 shares of the
Company's common stock at a conversion price of $39.40 per share. The Debentures
were not included in the computation of EPS because their effect would be
anti-dilutive. At December 31, 1999, common stock shares reserved for potential
issuance in connection with the subordinated debentures were 1,442,000.

Page 43

SIERRA HEALTH SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 1999, 1998 and 1997

4. PROPERTY AND EQUIPMENT

Property and equipment at December 31, consists of the following:

1999 1998
---------------- ----------

Land................................................... $ 28,643,000 $ 28,588,000
Buildings and Improvements............................. 152,284,000 145,308,000
Furniture, Fixtures and Equipment...................... 61,793,000 57,261,000
Data Processing Equipment and Software................. 97,204,000 43,643,000
Software in Development and Construction
in Progress......................................... 14,157,000 20,324,000
Less: Accumulated Depreciation ........................ (89,532,000) (65,960,000)
-------------- --------------
Net Property and Equipment......................... $264,549,000 $229,164,000
============ ============

The following is an analysis of property and equipment under capital leases
by classification as of December 31:

1999 1998
--------------- ----------

Data Processing Equipment and Software ................ $4,736,000 $4,736,000
Furniture, Fixtures and Equipment...................... 4,426,000 4,426,000
Building............................................... 245,000 245,000
Less: Accumulated Depreciation......................... (4,376,000) (2,255,000)
---------- -----------
Net Property and Equipment.......................... $5,031,000 $7,152,000
========== ==========

The Company capitalizes interest expense as part of the cost of construction of
facilities and the implementation of computer systems. Interest expense
capitalized in 1999, 1998 and 1997 was $2,140,000, $1,037,000 and $1,621,000,
respectively. Depreciation expense in 1999, 1998 and 1997 was $23,577,000,
$16,767,000 and $10,921,000, respectively.

5. CASH AND INVESTMENTS

Investments that the Company has the intention and ability to hold to maturity
are stated at amortized cost and categorized as held-to-maturity. The remaining
investments have been categorized as available-for-sale and are stated at their
fair value. Fair value is estimated primarily from published market values as of
the balance sheet date. Unrealized holding gains and losses on
available-for-sale securities are included as a separate component of
stockholders' equity until realized. Gross realized gains on investments in
1999, 1998 and 1997 were $334,000, $4,789,000 and $2,878,000, respectively.
Gross realized losses on investments in 1999, 1998 and 1997 were $733,000,
$2,511,000 and $2,373,000, respectively. Realized gains and losses are
calculated using the specific identification method and are included in net
income.

Page 44

SIERRA HEALTH SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 1999, 1998 and 1997

The following table summarizes the Company's current, long-term restricted
investments as of December 31, 1999:

Gross Gross
Amortized Unrealized Unrealized Fair

Cost Gains Losses Value

Available-for-Sale Investments:
Classified as Current:

U.S. Government

and its Agencies........................... $112,211,000 $ 37,000 $16,294,000 $ 95,954,000
Municipal Obligations......................... 60,245,000 97,000 2,316,000 58,026,000
Corporate Bonds............................... 33,756,000 34,000 1,715,000 32,075,000
Other . . . . . .............................. 28,683,000 21,000 3,796,000 24,908,000
-------------- ---------- ------------- --------------
Total Current.............................. 234,895,000 189,000 24,121,000 210,963,000
------------- --------- ------------ -------------

Classified as Restricted:
U.S. Government
and its Agencies........................... 12,021,000 104,000 670,000 11,455,000
Municipal Obligations......................... 2,485,000 29,000 101,000 2,413,000
Corporate Bonds............................... 989,000 11,000 33,000 967,000
Other. . . . . . . . . ....................... 4,815,000 118,000 4,697,000
--------------- --------------- -------------- ---------------
Total Restricted .......................... 20,310,000 144,000 922,000 19,532,000
-------------- --------- -------------- --------------
Total Available-for-Sale ............... $255,205,000 $333,000 $25,043,000 $230,495,000
============ ======== =========== ============

Held-to-Maturity Investments:
Classified as Current:

U.S. Government

and its Agencies........................... $ 5,129,000 $341,000 $ 317,000 $ 5,153,000
Municipal Obligations......................... 2,759,000 32,000 55,000 2,736,000
Other ................................. 100,000 100,000
---------------- ----------------------------------- ----------------
Total Current.............................. 7,988,000 373,000 372,000 7,989,000
--------------- --------- -------------- ---------------

Classified as Long-term:
U.S. Government
and its Agencies........................... 4,034,000 390,000 3,644,000
Municipal Obligations......................... 2,284,000 33,000 2,317,000
Corporate Bonds............................... 5,239,000 115,000 5,354,000
Other ................................. 3,305,000 751,000 2,554,000
--------------- --------------- -------------- ---------------
Total Long-term............................ 14,862,000 148,000 1,141,000 13,869,000
-------------- --------- ------------- --------------

Classified as Restricted:
U.S. Government
and its Agencies........................... 619,000 619,000
Municipal Obligations.......................... 515,000 515,000
Corporate Bonds............................... 499,000 499,000
Other ................................. 540,000 540,000
---------------- ----------------
Total Restricted .......................... 2,173,000 2,173,000
--------------- ---------------
Total Held-to-Maturity ................. $ 25,023,000 $521,000 $ 1,513,000 $ 24,031,000
============= ======== ============ =============

Page 45

SIERRA HEALTH SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 1999, 1998 and 1997

The following table summarizes the Company's current, long-term and
restricted investments as of December 31, 1998:

Gross Gross
Amortized Unrealized Unrealized Fair

Cost Gains Losses Value

Available-for-Sale Investments:
Classified as Current:

U.S. Government

and its Agencies..................... $ 80,214,000 $ 660,000 $1,576,000 $ 79,298,000
Mortgage Backed......................... 6,209,000 1,000 216,000 5,994,000
Municipal Obligations................... 58,060,000 317,000 413,000 57,964,000
Corporate Bonds......................... 82,617,000 759,000 829,000 82,547,000
Other ............................. 13,795,000 41,000 548,000 13,288,000
-------------- ------------- ------------ --------------
Total Current........................ 240,895,000 1,778,000 3,582,000 239,091,000
------------- ----------- ----------- -------------

Classified as Restricted:
U.S. Government
and its Agencies..................... 8,549,000 87,000 8,636,000
Municipal Obligations................... 2,594,000 124,000 2,718,000
Corporate Bonds......................... 2,071,000 19,000 2,090,000
Other ............................. 2,081,000 2,081,000
--------------- ------------------ ---------------
Total Restricted .................... 15,295,000 230,000 15,525,000
-------------- ------------ --------------
Total Available-for-Sale ......... $256,190,000 $2,008,000 $3,582,000 $254,616,000
============ ========== ========== ============

Held-to-Maturity Investments:
Classified as Current:

U.S. Government

and its Agencies..................... $ 8,468,000 $ 9,000 $ 432,000 $ 8,045,000
Mortgage Backed......................... 5,936,000 266,000 5,670,000
Municipal Obligations................... 1,570,000 44,000 1,614,000
Corporate Bonds......................... 5,272,000 66,000 5,338,000
--------------- ------------- ------------------ ---------------
Total Current........................ 21,246,000 119,000 698,000 20,667,000
-------------- ------------ ------------ --------------

Classified as Long-term:
U.S. Government
and its Agencies..................... 6,529,000 29,000 51,000 6,507,000
Mortgage Backed.......................... 14,331,000 672,000 13,659,000
Municipal Obligations.................... 4,154,000 259,000 4,413,000
Corporate Bonds.......................... 5,473,000 441,000 5,914,000
--------------- ------------ ------------------ ---------------
Total Long-term...................... 30,487,000 729,000 723,000 30,493,000
-------------- ------------ ------------ --------------

Classified as Restricted:
U.S. Government
and its Agencies..................... 495,000 9,000 504,000
Municipal Obligations................... 574,000 17,000 591,000
Corporate Bonds......................... 1,164,000 50,000 1,214,000
--------------- ------------- ---------------
Total Restricted .................... 2,233,000 76,000 2,309,000
--------------- ------------- ---------------
Total Held-to-Maturity ........... $ 53,966,000 $ 924,000 $1,421,000 $ 53,469,000
============= =========== ========== =============

Page 46

SIERRA HEALTH SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 1999, 1998 and 1997

The contractual maturities of available-for-sale investments at December
31, 1999 are shown below.

Amortized

Cost Fair Value

Due in one year or less...................................... $ 25,114,000 $ 25,094,000
Due after one year through five years........................ 53,477,000 52,317,000
Due after five years through ten years....................... 18,052,000 17,369,000
Due after ten years.......................................... 158,562,000 135,715,000
------------- -------------
Total................................................... $255,205,000 $230,495,000
============ ============

The contractual maturities of held-to-maturity investments at December 31,
1999 are shown below. Expected maturities may differ from contractual maturities
because borrowers may have the right to call or prepay obligations. Amortized
Cost Fair Value

Due in one year or less...................................... $ 2,580,000 $ 2,611,000
Due after one year through five years........................ 9,565,000 9,585,000
Due after five years through ten years....................... 776,000 775,000
Due after ten years.......................................... 12,102,000 11,060,000
------------ ------------
Total................................................... $25,023,000 $24,031,000
=========== ===========

Of the cash and cash equivalents and current investments that total $274.9
million in the accompanying Consolidated Balance Sheet at December 31, 1999,
$267.5 million is limited for use only by the Company's regulated subsidiaries.
Such amounts are available for transfer to Sierra from the regulated
subsidiaries only to the extent that they can be remitted in accordance with
terms of existing management agreements and by dividends, which customarily must
be approved by regulating state insurance departments. The remainder is
available to Sierra on an unrestricted basis.

6. REINSURANCE

In the normal course of business, the Company seeks to reduce potential losses
that may arise from catastrophic events that cause unfavorable underwriting
results by reinsuring certain levels of such risk with other reinsurers. Amounts
recoverable from reinsurers are estimated in a manner consistent with the claim
liability associated with the reinsurance policy.

The Company is covered under medical reinsurance agreements that provide
coverage for 50% - 90% of hospital and other costs in excess of, depending on
the contract, $75,000 to $200,000 per case, up to a maximum of $2,000,000 per
member per lifetime for both the managed indemnity and HMO subsidiaries. In
addition, certain of the Company's HMO members are covered by an excess
catastrophe reinsurance contract. Reinsurance premiums of $3,269,000, $2,860,000
and $3,156,000, net of reinsurance recoveries of $2,904,000, $1,185,000 and
$1,729,000, are included in medical expenses for 1999, 1998 and 1997,
respectively. In addition, SHL maintains reinsurance on certain other insurance
products.

CII also has reinsurance treaties in effect. In 1999 and 1998, workers'
compensation claims between $500,000 and $100,000,000 per occurrence are 100%
reinsured. In 1997, workers' compensation claims between $350,000 and
$60,000,000 per occurrence were 100% reinsured. In addition, effective July 1,
1998, workers' compensation claims below $500,000 per occurrence are reinsured
under quota share and excess reinsurance agreements (referred to as "low level
reinsurance") with an A+ rated carrier. Under this agreement, CII reinsures 30%
of the first $10,000 of each loss, 75% of the next $40,000 and 100% of the next
$450,000. CII receives a ceding commission from the reinsurer as a partial
reimbursement of its operating expenses.

Page 47

SIERRA HEALTH SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 1999, 1998 and 1997

The low level reinsurance agreement contains both retroactive and prospective
reinsurance coverage and CII has bifurcated the low level reinsurance agreement
to account for the different accounting treatments. The amount by which the
estimated ceded liabilities exceed the amount paid for the retroactive coverage
is reported as a deferred gain and amortized to income over the estimated
remaining settlement period using the interest method. Any subsequent changes in
estimated or actual cash flows related to the retroactive coverage are accounted
for by adjusting the previously recorded deferred gain to the balance that would
have existed had the revised estimate been available at the inception of the
reinsurance transactions, with a corresponding charge or credit to income.
During 1999, CII recorded an adjustment to increase its deferred gain related to
retroactive reinsurance coverage by $4,615,000. For the years ended December 31,
1999 and 1998, CII amortized deferred gains of $3,850,000 and $1,038,000,
respectively. The balance of unamortized deferred gains related to retroactive
reinsurance was $7,015,000 and $6,250,000 at December 31, 1999 and 1998,
respectively.

At December 31, 1999 and 1998, the amount of reinsurance recoverable under
prospective reinsurance contracts for unpaid losses and loss adjustment expenses
for CII was $110,089,000 and $37,797,000, respectively. At December 31, 1999 and
1998, the amount of reinsurance recoverable under the retroactive reinsurance
contract was $14,842,000 and $18,710,000, respectively. The amount of
reinsurance receivable for paid losses and loss adjustment expenses was
$6,931,000 and $1,917,000, at December 31, 1999 and 1998, respectively.

Reinsurance contracts do not relieve the Company from its obligations to
enrollees or policyholders. Failure of reinsurers to honor their obligations
could result in losses to the Company. The Company evaluates the financial
condition of its reinsurers to minimize its exposure to significant losses from
reinsurer insolvencies. All reinsurers that the Company has reinsurance
contracts with are rated A- or better by the A.M. Best Company.

The following table provides workers' compensation prospective reinsurance
information for the three years ended December 31, 1999:

Change in

Recoveries Recoverable
on Paid on Unpaid Premiums

Losses/LAE Losses/LAE Ceded

1999:

Travelers Indemnity Company

of Illinois........................... $21,941,000 $69,104,000 $60,702,000
General Reinsurance Corporation........... 1,730,000 3,188,000 2,912,000
Others.................................... 169,000
-------------------- -------------------- --------------
Total .................................... $23,671,000 $72,292,000 $63,783,000
=========== =========== ===========

1998:

Travelers Indemnity Company

of Illinois........................... $ 1,379,000 $19,664,000 $16,095,000
General Reinsurance Corporation........... 3,292,000 (2,923,000) 3,533,000
Others ................................... 202,000
------------------- -------------------- --------------
Total .................................... $ 4,671,000 $16,741,000 $19,830,000
=========== =========== ===========

1997:

General Reinsurance Corporation............. $ 841,000 $ 5,380,000 $ 4,872,000
Others ..................................... 187,000
------------------- -------------------- -------------
Total ...................................... $ 841,000 $ 5,380,000 $ 5,059,000
============ ============ ===========

Page 48

SIERRA HEALTH SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 1999, 1998 and 1997

7. LOSSES AND LOSS ADJUSTMENT EXPENSES

The following table provides a reconciliation of the beginning and ending
reserve balances for unpaid losses and LAE. The loss estimates are subject to
change in subsequent accounting periods and any change to the current reserve
estimates would be accounted for in future results of operations.

While management of the Company believes that current estimates are reasonable,
significant adverse or favorable loss development could occur in the future.

Year ended December 31,
----------------------------------
1999 1998 1997
------------------------------- ----------

Net Beginning Losses and LAE Reserve ..................... $174,466,000 $181,643,000 $172,100,000
------------ ------------ ------------

Net Provision for Insured Events Incurred in:
Current Year .......................................... 51,541,000 103,990,000 102,301,000
Prior Years............................................ 9,920,000 (9,643,000) (8,970,000)
--------------- -------------- --------------
Total Net Provision.................................. 61,461,000 94,347,000 93,331,000
-------------- -------------- --------------

Net Payments for Losses and LAE
Attributable to Insured Events Incurred in:
Current Year .......................................... 21,206,000 29,592,000 26,811,000
Prior Years............................................ 80,416,000 71,932,000 56,977,000
-------------- -------------- --------------
Total Net Payments .................................. 101,622,000 101,524,000 83,788,000
------------- ------------- --------------

Net Ending Losses and LAE Reserve ........................ 134,305,000 174,466,000 181,643,000
Reinsurance Recoverable .................................. 110,089,000 37,797,000 21,056,000
------------- -------------- --------------

Gross Ending Losses and LAE Reserve ...................... $244,394,000 $212,263,000 $202,699,000
============ ============ ============

8. LONG-TERM DEBT

Long-term debt at December 31, consists of the following:

1999 1998
---------------- ---------

Revolving Credit Facility............................................ $160,000,000 $139,000,000
7 1/2% Convertible Subordinated Debentures .......................... 50,498,000 51,251,000
6% Mortgage Note..................................................... 34,693,000 35,171,000
7 1/5% Mortgage Note................................................. 11,614,000 13,440,000
7 3/8% Mortgage Note ............................................... 393,000 821,000
Other................................................................ 6,397,000 7,978,000
--------------- ---------------
Total.............................................................. 263,595,000 247,661,000
Less Current Portion................................................. (4,741,000) (5,263,000)
--------------- --------------
Long-term Debt....................................................... $258,854,000 $242,398,000
============ ============

Revolving Credit Facility. On October 31, 1998, the Company replaced its prior
line of credit with a $200 million credit facility under which it has $160
million in borrowings outstanding as of December 31, 1999. Interest under the
credit facility is variable and based on the London Interbank Offering Rate plus
a margin determined by reference to the Company's leverage ratio. Of the
outstanding balance, $50 million is covered by interest-rate swap agreements. To
mitigate the risk of interest rate fluctuation on the credit facility, the
Company entered into a five-year $50 million interest-rate swap agreement during
the fourth quarter of 1998. The intent of the agreement is to keep the Company's
interest rate on $50 million of the borrowing relatively fixed. The average cost
of borrowing on this line of credit for 1999, including the impact of the swap
agreements, was approximately 7.8%. The terms of the credit facility contain a
mandatory payment schedule

Page 49

SIERRA HEALTH SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 1999, 1998 and 1997

that begins on June 30, 2001 and ends September 30, 2003 if the principal
balance exceeds certain thresholds. The terms of the credit facility contain
certain covenants including a minimum fixed charge coverage ratio and a maximum
leverage ratio. For the quarter ended September 30, 1999, the Company exceeded
the limits of certain covenants. The Company was able to obtain a waiver and
re-negotiate the covenant limits. These negotiations resulted in a borrowing
rate of LIBOR plus 2.375% through September 30, 2000. The Company believes it is
in compliance with debt covenants as of December 31, 1999.

7 1/2% Convertible Subordinated Debentures. In September 1991, CII issued
convertible subordinated debentures (the "Debentures") due September 15, 2001.
The Debentures bear interest at 7 1/2%, which is due semi-annually on March 15
and September 15. Each $1,000 in principal is convertible into 25.382 shares of
the Company's common stock at a conversion price of $39.40 per share.
Unamortized issuance costs of $362,000 are included in other assets on the
balance sheet and are being amortized over the life of the Debentures. Accrued
interest on the Debentures as of December 31, 1999 and 1998 was $1,099,000 and
$1,117,000, respectively. The Debentures are redeemable by CII, in whole or in
part, at a redemption price of 100.75%, plus accrued interest. The Debentures
are general unsecured obligations of CII only and were not assumed or guaranteed
by Sierra. During the twelve months ended December 31, 1999 and 1998, the
Company purchased $753,000 and $3,216,000, respectively, of the debentures on
the open market.

6.0% Mortgage Note. In conjunction with the acquisition of Kaiser-Texas, TXHC
executed a deed of trust note for $35,200,000. The note is secured by deeds of
trust covering the underlying real estate and fixtures. The terms of the note
include fixed monthly payments of $211,000 for five years at which time the
remaining principal is due.

7 1/5% Mortgage Note. In January 1998, the Company obtained a $15,000,000 loan
from Bank of America, Nevada at an interest rate of 7 1/5%. This loan is secured
by a deed of trust, assignment of rents and leases, and a security agreement and
fixture filing covering a portion of the Company's administrative headquarters
complex and underlying real property.

7 3/8% Mortgage Note. In December 1993, the Company obtained a loan from Bank of
America, Nevada. This loan is secured by a deed of trust, assignment of rents
and leases, and a security agreement and fixture filing covering a portion of
the Company's administrative headquarters complex and underlying real property.

Other. The Company has obligations under capital leases with interest rates from
6.7% to 13.4%. In addition, the Company has term loans with the City of
Baltimore and the State of Maryland.

Page 50

SIERRA HEALTH SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 1999, 1998 and 1997

Scheduled maturities of the Company's notes payable and future minimum
payments under capital leases, together with the present value of the net
minimum lease payments at December 31, 1999, are as follows:

Obligations

Notes Under Capital

Year ending December 31, Payable Leases
------------------------------------------------------- ---------------------------------

2000................................................. $ 2,920,000 $ 2,192,000
2001................................................. 53,205,000 1,769,000
2002................................................. 2,897,000 1,523,000
2003 ................................................ 195,740,000 425,000
2004................................................. 2,644,000 31,000
Thereafter........................................... 854,000 245,000
---------------- ---------------
Total............................................. $258,260,000 6,185,000
============
Less: Amounts Representing Interest................. (850,000)
--------------

Present Value of Minimum Lease Payments.............. $ 5,335,000
=============

The fair value of the Debentures at December 31, 1999 was $35,601,000,
which was determined based on the estimated market price on December 31, 1999.
Excluding the Debentures, the fair value of long-term debt, including the
current portion, is estimated to be approximately $209,446,000 based on the
borrowing rates currently available to the Company .

9. INCOME TAXES

A summary of the provision for income taxes for the years ended December 31,
1999, 1998 and 1997 is as follows:

1999 1998 1997
------------ ------------ --------
(Benefit) Provision for Income Taxes:

Current..................................... $(12,919,000) $12,595,000 $5,528,000
Deferred.................................... 6,984,000 1,201,000 (2,294,000)
-------------- ----------- ----------
Total $ (5,935,000) $13,796,000 $3,234,000
============= =========== ==========

The following reconciles the difference between the 1999, 1998 and 1997 reported
and statutory provision for income taxes:

1999 1998 1997
------------ ------------ --------

Statutory Rate .................................. 35% 35% 35%
State Income Taxes ......................... (12) 1 1
Tax Preferred Investments .................. 12 (2) (5)
Change in Valuation Allowance .............. 15 (9) (17)
Other ...................................... 6 1 (2)
-- -- --
Provision for Income Taxes .............. 56% 26% 12%
=== == ==

Page 51

SIERRA HEALTH SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 1999, 1998 and 1997

The tax effects of significant items comprising the Company's net deferred
tax assets are as follows:

1999 1998
---------------- ----------

Deferred Tax Assets:

Medical and Losses and LAE Reserves ...................... $11,699,000 $ 4,398,000
Accruals Not Currently Deductible......................... 12,635,000 4,875,000
Compensation Accruals .................................... 6,218,000 4,569,000
Bad Debt Allowances....................................... 4,373,000 2,189,000
Loss Carryforwards and Credits............................ 18,886,000 9,878,000
Unearned Premiums......................................... 1,029,000 850,000
Deferred Reinsurance Gains................................ 2,455,000 2,188,000
Unrealized Investment Losses.............................. 8,648,000 551,000
Other .................................................... 90,000
---------------
Total................................................... 66,033,000 29,498,000
------------ ------------

Deferred Tax Liabilities:
Deferred Policy Acquisition Costs ........................ 777,000 586,000
Depreciation and Amortization ............................ 17,729,000 6,249,000
Other .................................................... 684,000 558,000
-------------- --------------
Total................................................... 19,190,000 7,393,000
------------ -------------

Net Deferred Tax Asset Before

Valuation Allowance.................................... 46,843,000 22,105,000

Valuation Allowance ...................................... (1,575,000)
-------------------- ------------
Net Deferred Tax Asset ................................... $46,843,000 $20,530,000
=========== ===========

At December 31, 1999, the Company had approximately $29,530,000 of regular
tax net operating loss carryforwards. The net operating loss carryforwards can
be used to reduce future taxable income until they expire through the year 2019.
In addition to the net operating loss carryforwards, the Company has alternative
minimum tax credits of approximately $7,216,000 which can be used to reduce
regular tax liabilities in future years. There is no expiration date for the
alternative minimum tax credits.

A valuation allowance was established to reflect the Company's inability to use
tax benefits from certain acquisitions currently or in the near future. Due to a
change in tax laws and the Company's ability to realize tax benefits for which a
valuation allowance had been previously established, the Company reduced its
valuation allowance by $1,575,000, $4,691,000 and $4,663,000 for the years ended
December 31, 1999, 1998 and 1997, respectively. Included in other current
receivables in the December 31, 1999 balance sheet is a tax receivable of
$10,518,000.

Page 52

SIERRA HEALTH SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 1999, 1998 and 1997

10. COMMITMENTS AND CONTINGENCIES

Leases. The Company is the lessee under several operating leases, most of
which relate to office facilities and equipment. The rentals on these leases are
charged to expense over the lease term as the Company becomes obligated for
payment and, where applicable, provide for rent escalations based on certain
costs and price index factors. The following is a schedule, by year, of the
future minimum lease payments under existing operating leases:

Year Ending December 31,

2000................................................... $ 7,955,000
2001................................................... 7,165,000
2002................................................... 6,554,000
2003 .................................................. 4,679,000
2004................................................... 3,634,000
Thereafter............................................. 9,347,000
-------------
Total............................................. $39,334,000
===========

Rent expense totaled $9,098,000, $8,763,000 and $5,827,000 in 1999, 1998
and 1997, respectively.

Litigation and Legal Matters. The Company is subject to various claims and
other litigation in the ordinary course of business. Such litigation includes
claims of medical malpractice, claims for coverage or payment for medical
services rendered to HMO members and claims by providers for payment for medical
services rendered to HMO members. Also included in such litigation are claims
for workers' compensation and claims by providers for payment for medical
services rendered to injured workers. In the opinion of the Company's
management, the ultimate resolution of pending legal proceedings should not have
a material adverse effect on the Company's financial condition.

11. RELATED PARTY TRANSACTIONS

The Company's Board of Directors has authorized a line of credit from the
Company to the Chief Executive Officer (the "CEO"). The CEO borrowed amounts
under this line of credit during 1998 which resulted in aggregate borrowings of
$2,650,000. The CEO repaid approximately $360,000 of the indebtedness during the
first quarter of 1999. The borrowed amounts bear interest at a rate equal to the
rate at which the Company could have borrowed funds under the credit facility at
the time of the borrowing plus 10 basis points. Indebtedness under the line of
credit is secured by certain of the CEO's rights to compensation from the
Company. At December 31, 1999, the aggregate outstanding principal of and
accrued interest on this indebtedness was $2,635,000.

The Company expensed $289,000, $78,000 and $27,000 in the years ended December
31, 1999, 1998 and 1997 respectively, for legal fees to a Nevada law firm of
which a non-employee director of the Company is a shareholder.

12. EMPLOYEE BENEFIT PLANS

Defined Contribution Plan. The Company has a defined contribution pension and
401(k) plan (the "Plan") for its employees. The Plan covers all employees who
meet certain age and length of service requirements. For the years ended
December 31, 1998 and 1997 and for the six months ended June 30, 1999, the
Company contributed a maximum of 2% of eligible employees' compensation and
matched 50% of a participant's elective deferral up to a maximum of either 10%
of an employee's compensation or the maximum allowable under current IRS
statute. Effective July 1, 1999, the Plan was modified such that the Company
matches 50%-100% of an employee's elective deferral and the maximum Company
match is 6% of a participant's annual compensation, subject to Internal Revenue
Service limits. The Plan does not require additional Company contributions.
Expense under the plan totaled $6,736,000, $4,522,000 and $3,929,000 in 1999,
1998 and 1997, respectively.

Page 53

SIERRA HEALTH SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 1999, 1998 and 1997

Supplemental Retirement Plans. The Company has Supplemental Retirement Plans
(the "SRPs") for certain officers, directors and highly compensated employees.
The SRPs are non-qualified deferred compensation plans through which
participants may elect to postpone the receipt and taxation of all or a portion
of their salary and bonuses received from the Company. The Company also matches
50% of those contributions that participants are restricted from deferring, if
any, under the Company's pension and 401(k) plan. As contracted with the
Company, the participants or their designated beneficiaries may begin to receive
benefits under the SRPs upon participant death, disability, retirement,
termination of employment or certain other circumstances including financial
hardship.

Executive Life Insurance Plan. Effective July 1, 1997, the Company has funded
and entered into split dollar life insurance agreements with certain officers
and key executives (selected and approved by the Sierra Board of Directors). The
premiums paid by the Company will be reimbursed upon the occurrence of certain
events as specified in the contract.

Page 54

SIERRA HEALTH SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 1999, 1998 and 1997

Supplemental Executive Retirement Plan ("SERP"). Effective July 1, 1997, the
Company adopted a defined benefit retirement plan covering certain key
employees. The Company is funding the benefits through the purchase of certain
life insurance policies. Benefits are based on, among other things, the
employee's average earnings over the five-year period prior to retirement or
termination, and length of service. Benefits attributable to service prior to
the adoption of the plan are amortized over the estimated remaining service
period for those employees participating in the plan. In 1998, the Company
expanded the SERP to include more participants. The effect of adding these
participants is included in plan amendments in the reconciliation below.

A reconciliation of ending year balances is as follows:

For the Year Ended December 31,
-------------------------------
1999 1998 1997
-------- -------- ------
Change in Benefit Obligation:

Projected Benefit Obligation at Beginning of Period

(Inception for 1997) ....................................... $14,198,000 $ 9,515,000 $ 9,008,000
Service Cost ................................................... 365,000 408,000 132,000
Interest Cost .................................................. 829,000 875,000 375,000
Plan Amendments................................................. 1,572,000
Actuarial (Gains) Losses........................................ (2,391,000) 1,925,000
Benefits Paid .................................................. (193,000) (97,000)
-------------- ---------------
Benefit Obligation at End of Period............................. 12,808,000 14,198,000 9,515,000
------------ ----------- ------------

Change in Plan Assets:

Fair Value of Plan Assets at Beginning of Period................ 4,493,000 1,872,000
Actual Return on Plan Assets ................................... 123,000 (58,000) (308,000)
Company Contributions .......................................... 2,679,000 2,679,000 2,180,000
------------- ------------ ------------
Fair Value of Plan Assets at End of Period...................... 7,295,000 4,493,000 1,872,000
------------- ------------ ------------

Funded Status of the Plan ...................................... (5,513,000) (9,705,000) (7,643,000)
Unrecognized Actuarial Change................................... (532,000) 1,858,000
Unrecognized Prior Service Credit .............................. 8,412,000 9,334,000 8,647,000
Unrecognized Net Loss .......................................... 1,150,000 748,000 394,000
-------------- ------------- -------------
Total Recognized ............................................... $ 3,517,000 $ 2,235,000 $ 1,398,000
============ =========== ===========

Total Recognized Amounts in the Financial
Statements Consist of:

Accrued Benefit Liability ...................................... $(2,439,000) $(3,325,000) $(2,964,000)
Intangible Asset ............................................... 5,956,000 5,560,000 4,362,000
-------------- ------------ ------------
Total .......................................................... $ 3,517,000 $ 2,235,000 $ 1,398,000
============ =========== ===========

Assumptions:

Discount Rate .................................................. 7.0% 7.0% 7.0%
Expected Return on Plan Assets ................................. 8.0% 8.0% 8.0%
Rate of Compensation Increase .................................. 3.0% 5.0% 5.0%

Components of Net Periodic Benefit Cost:

Service Cost.................................................... $ 365,000 $ 408,000 $ 132,000
Interest Cost .................................................. 829,000 875,000 375,000
Expected Return on Plan Assets.................................. (525,000) (295,000) (87,000)
Amortization of Prior Service Credits........................... 922,000 885,000 361,000
Recognized Actuarial (Gain) Loss................................ (1,000) 68,000
--------------- --------------
Net Periodic Benefit Cost....................................... $ 1,590,000 $ 1,941,000 $ 781,000
============ =========== ============

Page 55

SIERRA HEALTH SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 1999, 1998 and 1997

13. CAPITAL STOCK PLANS

Stockholders' Rights Plan. Each share of Sierra common stock, par value $.005
per share, contains one right (a "Right"). Each Right entitles the registered
holder to purchase from Sierra a unit consisting of one one- hundredth (.001) of
a share of the Sierra Series A Junior Participating Preferred Shares (a "Unit"),
par value $.01 per share, or a combination of securities and assets of
equivalent value, at a purchase price of $100.00 per Unit, subject to
adjustment. The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire Sierra on
terms not approved by Sierra's Board of Directors, except pursuant to an offer
conditioned on a substantial number of Rights being acquired. The Rights should
not interfere with any merger or other business combination approved by the
Board of Directors since Sierra may redeem the Rights at the price of $.02 per
Right prior to the time that a person or group has acquired beneficial ownership
of 20% or more of Sierra common stock.

Stock Option Plans. The Company has several plans that provide common
stock-based awards to employees and to non-employee directors. The plans provide
for the granting of Options, Stock, and other stock-based awards. Awards are
granted by a committee appointed by the Board of Directors. Options become
exercisable at such times and in such installments as set by the committee. The
exercise price of each option equals the market price of the Company's stock on
the date of grant. Stock options generally vest at a rate of 20% - 25% per year.
Options generally expire one year after the end of the vesting period.

The following table reflects the activity of the stock option plans:

Number of Option Weighted

Shares Price Average Price

Outstanding January 1, 1997 ................ 2,998,000 $ 5.00 - $23.33 $15.34

Granted.................................. 459,000 16.25 - 24.50 23.15
Exercised................................ (705,000) 5.00 - 21.17 11.81
Canceled................................. (97,000) 6.31 - 23.33 17.33
-----------
Outstanding December 31, 1997 .............. 2,655,000 6.31 - 24.50 17.53

Granted.................................. 468,000 16.94 - 24.83 22.49
Exercised................................ (386,000) 6.31 - 23.33 14.25
Canceled................................. (7,000) 7.13 - 24.50 17.01
------------
Outstanding December 31, 1998............... 2,730,000 6.31 - 24.83 18.89

Granted.................................. 1,436,000 6.69 - 21.00 9.44
Exercised................................ (2,000) 6.31 - 12.08 9.41
Canceled................................. (260,000) 11.71 - 24.83 19.65
----------
Outstanding December 31, 1999............... 3,904,000 6.31 - 24.69 15.37
==========

Exercisable at December 31, 1999 ........... 1,737,000 $ 6.31 - $24.69 $17.70
=========

Available for Grant at

December 31, 1999 ....................... 2,047,000
=========

Page 56

SIERRA HEALTH SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 1999, 1998 and 1997

The following table summarizes information about stock options outstanding
at December 31, 1999:

Weighted Average Weighted Average

Range of Exercise Contractual Life Options Exercise Price
-------------------------------- -----------------------
Prices Remaining in Days Outstanding Exercisable Outstanding Exercisable

$ 6.31 - $ 8.00 2,324 1,239,000 15,000 $ 7.78 $ 6.31
9.91 - 12.88 2,515 187,000 133,000 11.19 11.07
14.94 - 21.28 1,189 1,724,000 1,362,000 17.69 17.46
22.17 - 24.69 1,615 754,000 227,000 23.53 23.80

Employee Stock Purchase Plans. The Company has employee stock purchase plans
(the "Purchase Plans") whereby employees may purchase newly issued shares of
stock through payroll deductions at 85% of the fair market value of such shares
on specified dates as defined in the Purchase Plans. As of December 31, 1999,
the Company had 294,000 shares reserved for purchase under the Purchase Plans.
During 1999, a total of 163,000 shares were purchased at prices of $17.85 and
$11.70 per share. During January 2000, 164,000 shares were purchased by
employees at $5.68 per share in connection with the Purchase Plans.

Accounting for Stock-Based Compensation. The Company uses the intrinsic value
method in accounting for its stock-based compensation plans. Accordingly, no
compensation cost has been recognized for its employee stock option plans nor
the Purchase Plans. Had compensation cost for the Company's stock-based
compensation plans been determined based on the fair value at the grant dates
for awards under those plans, the Company's net income and earnings per share
for the years ended December 31, would have been reduced to the pro forma
amounts indicated below:

For the Years Ended

1999 1998 1997
---- ---- ----

Net (Loss) Income As reported $(4,631,000) $39,596,000 $24,241,000
Pro forma (9,204,000) 37,106,000 22,177,000

Net (Loss) Income Per Share As reported $(.17) $1.45 $.90
Pro forma (.34) 1.35 .82

Net (Loss) Income Per Share

Assuming Dilution As reported $(.17) $1.43 $.88
Pro forma (.34) 1.34 .81

The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option pricing model with the following weighted average
assumptions used for grants in 1999, 1998 and 1997, respectively: dividend yield
of 0% for all years; expected volatility of 43%, 37% and 35%; risk-free interest
rates of 5.87%, 4.46% and 5.89%; and expected lives of four to five years. The
weighted average fair value of options granted in 1999, 1998 and 1997 was $3.77,
$9.92 and $8.27, respectively.

The fair value of the look-back option implicit in each offering of the Purchase
Plans is estimated on the date of grant using the Black-Scholes option pricing
model with the following weighted average assumptions used for grants in 1999,
1998 and 1997, respectively: dividend yield of 0% for all years; expected
volatility of 45%, 32% and 35%; risk-free interest rates of 4.66%, 5.30% and
5.32%; and expected lives of six months for all years.

During 1999, the Company extended by three years the expiration date for
1,035,000 options covering shares that would have expired in 1999 and 2000. The
exercise price per share for these options ranges from $10.92 to $20.50. No
expense was recognized in the consolidated statement of operations related to
these options. Expense of $1,445,000 is included in the Pro forma information
presented.

Page 57

SIERRA HEALTH SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 1999, 1998 and 1997

Due to the fact that the Company's stock option programs vest over many
years and additional awards are made each year, the above pro forma numbers are
not indicative of the financial impact had the disclosure provisions of FAS 123
been applicable to all years of previous option grants. The above numbers do not
include the effect of options granted prior to 1995.

14. STATEMENTS OF CASH FLOWS SUPPLEMENTAL INFORMATION

Supplemental statements of cash flows information for the years ended
December 31, is presented below:

1999 1998 1997
------------ ------------ --------

Cash Paid During the Year for Interest

(Net of Amount Capitalized)............................... $17,721,000 $ 8,737,000 $4,463,000
Cash (Received) Paid During the Year

for Income Taxes.......................................... (4,590,000) 15,003,000 7,943,000

Noncash Investing and Financing Activities:
Liabilities Assumed in Connection with
Corporate Acquisitions................................. 53,461,000 195,000
Reductions to Funds Withheld by Ceding
Insurance Company and Future

Policy Benefits........................................ 8,471,000
Stock Issued for Exercise of Options
and Related Tax Benefits............................... 1,000 1,284,000 2,004,000
Additions to Capital Leases............................... 3,070,000 4,574,000

15. PREMIUM DEFICIENCY, IMPAIRMENT, SETTLEMENT AND OTHER COSTS

1999

Medical expenses reported in the first quarter of 1999 included a premium
deficiency charge of $8.1 million related to losses in under-performing markets
primarily in Arizona and rural Nevada. In the fourth quarter of 1999, the
Company recorded a premium deficiency charge of $21.0 million related to HMO
contracts in the Texas market. Of this amount, $10.0 million was recorded in
medical expenses and $11.0 million was recorded in the impairment, settlement
and other costs line item. The $11.0 million is an estimate of general and
administrative costs, in excess of those covered by premiums, the Company will
incur to service the Dallas/Ft. Worth contracts. Also recorded in medical
expenses during the fourth quarter is $11.2 million primarily related to an
adjustment to the estimate for medical expenses recorded in previous years, and
$6.8 million primarily related to contractual settlements with providers of
medical services.

The remaining $7.8 million of impairment, settlement and other costs consists of
charges in the first quarter of $5.1 million and additional charges of $2.7
million in the fourth quarter. In the first quarter of 1999, the Company
recorded a charge of $4.3 million related primarily to the write-off of goodwill
associated with the Mohave Valley operations. During the first quarter of 1999,
the Company closed all inpatient operations at Mohave Valley Hospital, a 12-bed
acute care facility in Bullhead City, Arizona, and terminated approximately 45
employees. The Company also incurred $450,000 for certain legal and contractual
settlements and $400,000 to provide for the Company's portion of the write-off
of start-up costs at the Company's equity investee, TriWest Healthcare Alliance.
The remaining charges in the fourth quarter of 1999 consist primarily of legal
and contractual settlements.

1998

During the fourth quarter of 1998, the Company incurred settlement expenses
totaling $8 million, $5.9 million after tax, related to the settlement of a
competitor's protest for the Region 1 TRICARE contract. All of this amount was
paid during fiscal year 1998. On September 30, 1997, SMHS was awarded a
five-year, $1.2 billion contract to administer managed health care services to
military families and retirees in 13 northeastern states and Washington, D.C. A
competing bidder

Page 58

SIERRA HEALTH SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 1999, 1998 and 1997

protested the contract award and claimed, among other issues, that the United
States Department of Defense failed to adequately disclose the weights of the
significant factors used to evaluate proposals. In December 1998, SMHS reached
an agreement to settle the protest. As part of the settlement, the competitor
has foregone any and all rights it may have to challenge the contract award and
seek re-bid.

During the fourth quarter of 1998, the Company incurred integration, transition
and other charges totaling $3.1 million, $2.3 million after tax, related
primarily to its acquisition of the Texas operations of Kaiser Foundation Health
Plan. In addition, the Company incurred certain legal expenses totaling $2.7
million, $2.0 million after tax, resulting primarily from the TRICARE settlement
and acquisition and integration activity. As of December 31, 1998, $2.8 million
was included in accrued expenses for these integration, transition and legal
costs incurred through December 31, 1998.

1997

During 1997, the Company recorded and paid expenses of approximately $11.0
million, $8.4 million after tax, for merger- related costs. On March 18, 1997,
the Company announced it had terminated its merger agreement with Physician
Corporation of America. The original agreement had been entered into in November
1996.

During the third quarter of 1997, SMHS was notified it had been awarded a
TRICARE managed care contract by the Department of Defense to serve eligible
beneficiaries in Region 1. This region includes more than 600,000 beneficiaries
in 13 northeastern states and the District of Columbia. Development expenses of
$18.4 million, $10.6 million net of taxes, were recorded in the third quarter,
primarily for expenses associated with the Company's proposal to serve TRICARE
beneficiaries in Region 1. Such expenses had been deferred until award
notification. SMHS began health care delivery on June 1, 1998.

16. UNAUDITED QUARTERLY INFORMATION
(Amounts in thousands, except per share data)

March June September December
31 30 30 31
--------------- --------------- --------------- --------
Year Ended December 31, 1999:

Operating Revenues.................................... $318,074 $315,818 $322,570 $327,349
Operating Income (Loss)............................... 2,989 16,972 17,436 (32,983)
(Loss) Income Before Income Taxes .................... (1,060) 12,846 13,267 (35,619)
Net (Loss) Income..................................... (706) 8,556 8,863 (21,344)
(Loss) Earnings Per Share ............................ (.03) .32 .33 (.79)
(Loss) Earnings Per Share Assuming Dilution .......... (.03) .32 .33 (.79)

Year Ended December 31, 1998:

Operating Revenues.................................... $210,409 $244,545 $281,082 $301,167
Operating Income ..................................... 17,663 18,550 18,213 6,147
Income Before Income Taxes ........................... 16,382 16,931 17,006 3,073
Net Income............................................ 12,187 12,551 12,584 2,274
Earnings Per Share ................................... .44 .46 .46 .08
Earnings Per Share Assuming Dilution ................. .44 .45 .46 .08

17. SEGMENT REPORTING

The Company has three reportable segments based on the products and services
offered: managed care and corporate operations, military health services
operations and workers' compensation operations. The managed care segment
includes managed health care services provided through HMOs, managed indemnity
plans, third-party administrative services programs for employer-funded health
benefit plans, multi-specialty medical groups, other ancillary services and
corporate operations. The military health services segment administers a
five-year, managed care federal contract for the Department of Defense's TRICARE
program in Region 1. The workers' compensation segment assumes workers'
compensation claims risk in return for premium revenues and third party
administrative services.

Page 59

SIERRA HEALTH SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 1999, 1998 and 1997

The Company evaluates each segment's performance based on segment operating
profit. The accounting policies of the operating segments are the same as those
described in the summary of significant accounting policies.

Information concerning the operations of the reportable segments is as follows:
(Amounts in thousands)

Managed Care Military Workers'
and Corporate Health Services Compensation
Operations Operations Operations Total

1999

Medical Premiums.................................. $827,779 $ 827,779
Military Contract Revenues........................ $287,398 287,398
Specialty Product Revenues........................ 9,869 $ 84,352 94,221
Professional Fees................................. 51,842 51,842
Investment and Other Revenues..................... 6,445 706 15,420 22,571
----------- ------------ ---------- -------------
Total Revenue.................................. $895,935 $288,104 $ 99,772 $1,283,811
======== ======== ========= ==========

Segment Operating Profit.......................... $ 23,332 $ 11,612 $ 21,091 $ 56,035
Interest Expense and Other........................ (12,589) (910) (3,256) (16,755)
Impairment, Settlement and Other Costs............ (39,926) (9,920) (49,846)
---------- --------------- ----------- -------------
Net (Loss) Income Before Income Taxes............. $ (29,183) $ 10,702 $ 7,915 $ (10,566)
========= ========= ========== ============

Segment Operating Assets.......................... $650,505 $ 76,187 $403,420 $1,130,112
Capital Expenditures.............................. 53,741 570 4,201 58,512
Depreciation and Amortization..................... 23,891 2,758 1,430 28,079

1998

Medical Premiums.................................. $609,404 $ 609,404
Military Contract Revenues........................ $204,838 204,838
Specialty Product Revenues........................ 12,843 $135,525 148,368
Professional Fees................................. 45,363 45,363
Investment and Other Revenues..................... 8,581 407 20,242 29,230
----------- ------------ ---------- -------------
Total Revenue.................................. $676,191 $205,245 $155,767 $1,037,203
======== ======== ======== ==========

Segment Operating Profit.......................... $ 43,314 $ 8,620 $ 22,490 $ 74,424
Interest Expense and Other........................ (2,610) (573) (3,998) (7,181)
Impairment, Settlement and Other Costs............ (4,869) (8,982) (13,851)
------------ ----------- --------------- --------------
Net Income (Loss) Before Income Taxes............. $ 35,835 $ ( 935) $ 18,492 $ 53,392
========= =========== ========= ============

Segment Assets.................................... $593,332 $ 73,877 $377,911 $1,045,120
Capital Expenditures.............................. 32,520 5,015 3,208 40,743
Depreciation and Amortization..................... 15,545 2,167 1,551 19,263

1997

Medical Premiums.................................. $513,857 $ 513,857
Military Contract Revenues........................ $ 4,346 4,346
Specialty Product Revenues........................ 16,297 $129,914 146,211
Professional Fees................................. 31,238 31,238
Investment and Other Revenues..................... 8,711 17,361 26,072
----------- --------------- ---------- -------------
Total Revenue.................................. $570,103 $ 4,346 $147,275 $ 721,724
======== ========== ======== ===========

Segment Operating Profit.......................... $ 46,033 $ 153 $ 15,072 $ 61,258
Interest Expense and Other........................ (371) (4,062) (4,433)
Impairment, Settlement and Other Costs............ (12,600) (16,750) (29,350)
---------- ---------- --------------- -------------
Net Income (Loss) Before Income Taxes............. $ 33,062 $ (16,597) $ 11,010 $ 27,475
========= ========== ========= ============

Segment Assets.................................... $373,652 $ 6,859 $343,425 $ 723,936
Capital Expenditures.............................. 43,825 639 11,178 55,642
Depreciation and Amortization..................... 12,491 69 950 13,510

Page 60

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information set forth under the caption "Election of Directors" in Sierra's
Proxy Statement for its 2000 Annual Meeting of Stockholders, is incorporated
herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

The information set forth under the caption "Compensation of Executive Officers"
in Sierra's Proxy Statement for its 2000 Annual Meeting of Stockholders, is
incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information set forth under the caption "Security Ownership of Certain
Beneficial Owners and Management" in Sierra's Proxy Statement for its 2000
Annual Meeting of Stockholders, is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information set forth under the caption "Certain Relationships and Related
Transactions" in Sierra's Proxy Statement for its 2000 Annual Meeting of
Stockholders, is incorporated herein by reference.

Page 61

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)(1) The following consolidated financial statements are included in Part
II, Item 8 of this Report:

Page

Independent Auditors' Report............................................................. 34
Consolidated Balance Sheets at December 31, 1999 and 1998................................ 35
Consolidated Statements of Operations for the Years Ended
December 31, 1999, 1998 and 1997...................................................... 36
Consolidated Statements of Stockholders' Equity
for the Years Ended December 31, 1999, 1998 and 1997.................................. 37
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1999, 1998 and 1997...................................................... 38
Notes to Consolidated Financial Statements............................................... 39

(a)(2) Financial Statement Schedules:

Schedule I - Condensed Financial Information of Registrant................... S-1

Schedule V - Supplemental Information Concerning

Property-Casualty Insurance .................................. S-4

Section 403.04 b - Reconciliation of Beginning and Ending Loss
and Loss Adjustment Expense Reserves

and Exhibit of Redundancies (Deficiencies) ................... S-5

All other schedules are omitted because they are not applicable, not
required, or because the required information is in the consolidated financial
statements or notes thereto.

(a)(3) The following exhibits are filed as part of, or incorporated by
reference into, this Report as required by Item 601 of Regulation
S-K:

(3.1) Articles of Incorporation, together with amendments thereto to
date, incorporated by reference to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31,
1990.

(3.2) Certificate of Division of Shares into Smaller Denominations
of the Registrant, incorporated by reference to Exhibit 3.3 to
the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1992.

(3.3) Amended and Restated Bylaws of the Registrant, as amended
through December 12, 1997, incorporated by reference to
Exhibit 3.3 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1997.

(4.1) Rights Agreement, dated as of June 14, 1994, between the Registrant
and Continental Stock Transfer & Trust Company, incorporated by reference to
Exhibit 3.4 to the Registrant's Registration Statement on Form S-3 effective
October 11, 1994 (Reg. No. 33-83664).

(4.2) Specimen Common Stock Certificate, incorporated by reference to
Exhibit 4(e) to the Registrant's Registration Statement on Form S-8 as filed and
effective on August 5, 1994 (Reg. No. 33-82474).

Page 62

(4.3) Form of Indenture, of 7 1/2% convertible subordinated debentures due
2001 from CII Financial, Inc. to Manufacturers Hanover Trust Company as Trustee
dated September 15, 1991, incorporated by reference to Exhibit 4.2 of
Post-Effective Amendment No. 1 on Form S-3 to Registration Statement on Form S-4
dated October 6, 1995 (Reg. No. 33-60591).

(4.4) First Supplemental Indenture between CII Financial, Inc., Sierra
Health Services, Inc. and Chemical Bank as Trustee, dated as of October 31,
1995, to Indenture dated September 15, 1991, incorporated by reference to
Exhibit 4.3 of Post-Effective Amendment No. 2 on Form S-3 to Registration
Statement on form S-4 dated October 31, 1995 (Reg. No. 33-60591).

(10.1) Administrative Services agreement between Health Plan of Nevada,
Inc. and the Registrant dated December 1, 1987, incorporated by reference to
Exhibit 10.17 to Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1991.

(10.2) Administrative Services agreement between Sierra Health and
Life Insurance Company, Inc. and the Registrant dated April 1,
1989, incorporated by reference to Exhibit 10.18 to
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1991.

(10.3) Agreement between Health Plan of Nevada, Inc. and the United
States Health Care Financing Administration dated July 24,
1992, incorporated by reference to Exhibit 10.18 to the
Registrant's Annual Report on Form 10-K filed for the fiscal
year ended December 31, 1992.

(10.4) Credit Agreement dated as of October 30, 1998, among Sierra
Health Services, Inc. as Borrower, Bank of America National
Trust and Savings Association as Administrative Agent and
Issuing Bank, First Union National Bank as Syndication Agent,
and the Other Financial Institutions Party Thereto, dated as
of October 30, 1998, incorporated by reference to Exhibit 10.4
to the Registrant's Annual Report on Form 10-K filed for the
fiscal year ended December 31, 1998.

(10.5) First Amendment to Credit Agreement among Sierra Health
Services, Inc., as Borrower, Bank of America National Trust
and Savings Association as Administrative Agent and Issuing
Bank and the Other Financial Institutions Party Thereto, dated
as of November 23, 1998, incorporated by reference to Exhibit
10.5 to the Registrant's Annual Report on Form 10-K filed for
the fiscal year ended December 31, 1998.

(10.6) Second Amendment to Credit Agreement among Sierra Health
Services, Inc. as borrower, Bank of America National Trust and
Savings Association as Administrative Agent and the Other
Financial Institutions Party Thereto, dated as of January 15,
1999, incorporated by reference to Exhibit 10.6 to the
Registrant's Annual Report on Form 10-K filed for the fiscal
year ended December 31, 1998.

(10.7) Third Amendment to Credit Agreement among Sierra Health Services,
Inc. as borrower, Bank of America National Trust and Savings Association as
Administrative Agent and the Other Financial Institutions Party Thereto, dated
as of September 30, 1999.

(10.8) Compensatory Plans, Contracts and Arrangements.

(1) Employment Agreement with Jonathon W. Bunker dated
November 15, 1997, incorporated by reference to Exhibit
10.6 to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997.

(2) Employment Agreement with Frank E. Collins dated
November 15, 1997, incorporated by reference to Exhibit
10.6 to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997.

Page 63

(3) Employment Agreement with William R. Godfrey dated December 10, 1999.

(4) Employment Agreement with Laurence S. Howard dated December 10, 1999.

(5) Employment Agreement with Anthony M. Marlon, M.D. dated
November 15, 1997, incorporated by reference to Exhibit
10.6 to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997.

(6) Employment Agreement with Erin E. MacDonald dated
November 15, 1997, incorporated by reference to Exhibit
10.6 to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997.

(7) Employment Agreement with Michael A. Montalvo dated
November 15, 1997, incorporated by reference to Exhibit
10.6 to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997.

(8) Employment Agreement with Marie H. Soldo dated November
15, 1997, incorporated by reference to Exhibit 10.6 to
Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997.

(9) Employment Agreement with Paul H. Palmer dated November
20, 1998, incorporated by reference to Exhibit 10.7(10)
to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998.

(10) Draft of Split Dollar Life Insurance Agreement effective as of July 1,
1997, by and between Sierra Health Services, Inc., and Jonathon W. Bunker, Ria
Marie Carlson, Frank E. Collins, William R. Godfrey, Laurence S. Howard, Erin E.
MacDonald, Anthony M. Marlon, M.D., Kathleen M. Marlon, Michael A. Montalvo,
John A. Nanson, M.D., Marie H. Soldo, and James L. Starr, incorporated by
reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for
the fiscal quarter ended June 30, 1997.

(11) Sierra Health Services, Inc. Deferred Compensation Plan effective May
1, 1996 as Amended and Restated Effective January 1, 2000, dated as of January
1, 2000.

(12) Sierra Health Services, Inc. Supplemental Executive
Retirement Plan effective as of July 1, 1997, dated as
of July 7, 1997, incorporated by reference to Exhibit
10.4 to the Registrant's Quarterly Report on Form 10-Q
for the fiscal quarter ended June 30, 1997.

(13) Sierra Health Services, Inc. Supplemental Executive
Retirement Plan effective as of March 1, 1998,
incorporated by reference to Exhibit 10 to the
Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1998.

(14) The Registrant's Second Amended and Restated 1986 Stock
Option Plan as amended to date, incorporated by
reference to Exhibit 10.24 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December
31, 1992.

(15) The Registrant's Second Restated Capital Accumulation
Plan, as amended to date, incorporated by reference to
Exhibit 10.24 to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1992.

(16) Sierra Health Services, Inc. Management Incentive Compensation Plan.

(17) Sierra Health Services, Inc. 1995 Long-Term Incentive
Plan, as amended and restated through May 18, 1998,
incorporated by reference to Exhibit 10.4 to the
Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 1998.

Page 64

(18) Sierra Health Services, Inc. 1995 Non-Employee
Directors' Stock Plan, as amended and restated through
May 18, 1998, incorporated by reference to Exhibit 10.5
to the Registrant's Quarterly Report on Form 10-Q for
the fiscal quarter ended June 30, 1998.

(19) First Amendment to Sierra Health Services, Inc. 1995 Non-Employee
Directors' Stock Plan, as amended and restated through May 18, 1998, dated
November 6, 1999.

(10.9) Agreement and Plan of Merger dated as of June 12, 1995 among the
Registrant, Health Acquisition Corp., and CII Financial, Inc., incorporated by
reference to the Report on Form 8-K dated June 13, 1995, as amended.

(10.10) Loan Agreement dated August 11, 1997 between the Company and
Anthony M. Marlon for a revolving credit facility in the
maximum aggregate amount of $3,000,000, incorporated by
reference to the Registrant's Quarterly Report on Form 10-Q
for the fiscal quarter ended September 30, 1997.

(10.11) Master Purchase and Sale Agreement between Kaiser Foundation
Health Plan of Texas (as Seller) and HMO Texas, L.C. (as
Buyer), dated June 5, 1998, incorporated by reference to
Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q
for the fiscal quarter ended June 30, 1998.*

(10.12) Asset Sale and Purchase Agreement between Kaiser Foundation
Health Plan of Texas, A Texas Non-Profit Corporation and HMO
Texas, L.C., a Texas Limited Liability Company, dated June 5,
1998, incorporated by reference to Exhibit 10.2 to the
Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1998.*

(10.13) Asset Sale and Purchase Agreement between Permanente Medical
Association of Texas, a Texas Professional Association and HMO
Texas, L.C., a Texas Limited Liability Company, dated June 5,
1998, incorporated by reference to Exhibit 10.3 to the
Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1998.*

(10.14) Amendment No. 2 to Asset Sale and Purchase Agreement between Kaiser
Foundation Health Plan of Texas and Texas Health Choice, L.C. (formerly HMO
Texas, L.C.), incorporated by reference to Exhibit 10.13 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1998.

Page 65

(21) Subsidiaries of the Registrant (listed herein):

There is no parent of the Registrant. The following is a listing of the
active subsidiaries of the Registrant:

Jurisdiction of

Incorporation

Sierra Health and Life Insurance Company, Inc. California
Health Plan of Nevada, Inc. Nevada
Sierra Health-Care Options, Inc. Nevada
Behavioral Healthcare Options, Inc. Nevada
Family Health Care Services Nevada
Family Home Hospice, Inc. Nevada
Southwest Medical Associates, Inc. Nevada
Sierra Medical Management, Inc. and Subsidiaries Nevada
Southwest Realty, Inc. Nevada
Sierra Health Holdings, Inc. (Texas Health Choice, L.C.) Nevada (Texas)
Sierra Texas Systems, Inc. Texas
CII Financial, Inc., and Subsidiaries California
Northern Nevada Health Network, Inc. Nevada
Intermed, Inc. Arizona
Prime Holdings, Inc. and Subsidiaries Nevada
Sierra Military Health Services, Inc. Delaware
Sierra Home Medical Products, Inc. Nevada
Nevada Administrators, Inc. Nevada
Med One Health Plan, Inc. Nevada

(23.1) Consent of Deloitte & Touche LLP

(27.1) Financial Data Schedule -- 1999

(99) Registrant's current report on Form 8-K dated March 15, 2000,
incorporated herein.

All other Exhibits are omitted because they are not applicable.

(b) Reports on Form 8-K

(d) Financial Statement Schedules

The Exhibits set forth in Item 14 (a)(2) are filed herewith.

*The agreements contain certain schedules and exhibits which were not
included in this filing. The Company will furnish supplementally a copy of any
omitted schedule or exhibit to the Commission upon request.

Page 66

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant
has caused this report to be signed on its behalf by the undersigned
thereto duly authorized.

SIERRA HEALTH SERVICES, INC.

By: /S/ ANTHONY M. MARLON
------------------------
Anthony M. Marlon, M.D.
Date: March 24, 2000

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

Signature Title Date

/S/ ANTHONY M. MARLON, M.D. Chief Executive Officer March 24, 2000
- ------------------------------------------
Anthony M. Marlon, M.D. and Chairman of the Board
(Chief Executive Officer)

/S/ PAUL H. PALMER Vice President of Finance, March 24, 2000
- ------------------------------------------
Paul H. Palmer Chief Financial Officer,
and Treasurer
(Chief Accounting Officer)

/S/ ERIN E. MACDONALD President and March 24, 2000
- ------------------------------------------
Erin E. MacDonald Chief Operating Officer
Director

/S/ CHARLES L. RUTHE Director March 24, 2000
- ------------------------------------------
Charles L. Ruthe

/S/ WILLIAM J. RAGGIO Director March 24, 2000
- ------------------------------------------
William J. Raggio

/S/ THOMAS Y. HARTLEY Director March 24, 2000
- ------------------------------------------
Thomas Y. Hartley

Page 67

SIERRA HEALTH SERVICES, INC. AND SUBSIDIARIES
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT

CONDENSED BALANCE SHEETS - Parent Company Only

December 31,

1999 1998
---------------- ----------
CURRENT ASSETS:

Cash and Cash Equivalents .......................................... $ 194,000 $ 7,945,000
Short-term Investments.............................................. 1,149,000 3,919,000
Prepaid Expenses and Other Current Assets........................... 32,606,000 9,189,000
------------- --------------
Total Current Assets.......................................... 33,949,000 21,053,000

PROPERTY AND EQUIPMENT - NET ............................................ 71,121,000 45,699,000
EQUITY IN NET ASSETS OF SUBSIDIARIES .................................... 341,994,000 375,910,000
NOTES RECEIVABLE FROM SUBSIDIARIES ...................................... 9,517,000 9,677,000
GOODWILL ................................................................ 2,188,000 2,275,000
OTHER ................................................................... 50,271,000 30,817,000
------------- -------------

TOTAL ASSETS ............................................................ $509,040,000 $485,431,000
============ ============

CURRENT LIABILITIES:
Accounts Payable and Other Accrued Liabilities ..................... $ 41,212,000 $ 24,422,000
Current Portion of Long-term Debt .................................. 393,000 393,000
---------------- ---------------
Total Current Liabilities .................................... 41,605,000 24,815,000

LONG-TERM DEBT (Less Current Portion).................................... 160,000,000 139,429,000
OTHER LIABILITIES ....................................................... 29,023,000 17,473,000
-------------- --------------
TOTAL LIABILITIES ....................................................... 230,628,000 181,717,000
------------- -------------

STOCKHOLDERS' EQUITY:
Capital Stock ...................................................... 142,000 141,000
Additional Paid-in Capital ......................................... 175,915,000 173,583,000
Treasury Stock ..................................................... (22,789,000) (14,821,000)
Accumulated Other Comprehensive Income:
Unrealized Holding (Loss) on Available-for-sale

Investments ............................................. (16,063,000) (1,027,000)
Retained Earnings .................................................. 141,207,000 145,838,000
------------- -------------
Total Stockholders' Equity ................................... 278,412,000 303,714,000
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY............................... $509,040,000 $485,431,000
============ ============

Note: Scheduled maturities of long-term debt, including the principal portion of obligations under capital
leases, are as follows:

Year Ending December 31,

2001........................................................... $ 393,000
2003........................................................... 160,000,000
-------------
Total...................................................... $160,393,000
============

S-1

SIERRA HEALTH SERVICES, INC. AND SUBSIDIARIES
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (Continued)
CONDENSED STATEMENT OF OPERATIONS -- Parent Company Only

Year Ended December 31,
-----------------------------------
1999 1998 1997
---------------- -------------------------
OPERATING REVENUES:

Management Fees........................................ $52,109,000 $52,773,000 $47,303,000
Subsidiary Dividends................................... 9,700,000 4,085,000 1,700,000
Investment and Other Income............................ 4,600,000 5,564,000 6,688,000
------------- ------------- -----------
Total Operating Revenues............................ 66,409,000 62,422,000 55,691,000
------------ ------------ -----------

GENERAL AND ADMINISTRATIVE EXPENSES:
Depreciation........................................... 6,311,000 5,329,000 3,707,000
Other.................................................. 43,789,000 34,715,000 26,799,000
Impairment, Settlement and Other Costs................. 14,552,000 4,569,000 29,350,000
------------ ------------- -----------
Total General and Administrative.................... 64,652,000 44,613,000 59,856,000

INTEREST EXPENSE AND OTHER, NET............................ (12,741,000) (2,566,000) (676,000)

EQUITY IN UNDISTRIBUTED
(LOSS) EARNINGS OF SUBSIDIARIES........................ (10,461,000) 28,364,000 25,615,000
----------- ------------ -----------

(LOSS) INCOME BEFORE INCOME TAXES.......................... (21,445,000) 43,607,000 20,774,000

BENEFIT (PROVISION) FOR
INCOME TAXES.......................................... 16,814,000 (4,011,000) 3,467,000
------------- ------------ -----------

NET (LOSS) INCOME.......................................... $(4,631,000) $39,596,000 $24,241,000
=========== =========== ===========

S-2

SIERRA HEALTH SERVICES, INC. AND SUBSIDIARIES
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (Continued)
CONDENSED STATEMENTS OF CASH FLOWS -- Parent Company Only

Year Ended December 31,
----------------------------------
1999 1998 1997
-------------- -------------- ---------

CASH FLOWS FROM OPERATING ACTIVITIES:

Net (Loss) Income.................................................... $ (4,631,000) $39,596,000 $24,241,000
Adjustments to Reconcile Net (Loss) Income to Net Cash
Provided by Operating Activities:
Depreciation and Amortization................................. 6,398,000 5,416,000 3,885,000
Equity in Undistributed Earnings of Subsidiaries.............. 10,461,000 (28,364,000) (25,615,000)
Change in Assets and Liabilities.............................. (14,505,000) 8,021,000 8,638,000
------------ ------------- -------------
Net Cash (Used For) Provided by Operating Activities...... (2,277,000) 24,669,000 11,149,000
------------- ------------ ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Expenditures, Net ........................................... (31,804,000) (22,294,000) (26,453,000)
Decrease (Increase) in Investments................................... 2,655,000 (1,492,000) 15,552,000
Dividends from Subsidiaries.......................................... 9,700,000 4,085,000 1,700,000
Acquisitions, Net of Cash Acquired .................................. (3,000,000) (7,500,000) (3,145,000)
Dispositions, Net of Cash Disposed .................................. 1,373,000
Decrease (Increase) in Net Assets in Subsidiaries.................... (7,080,000) (125,488,000) (30,816,000)
------------- ------------ ------------
Net Cash Used for Investing Activities .......................... (29,529,000) (151,316,000) (43,162,000)
------------ ------------ ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Long-term Borrowing ................................... 79,000,000 166,000,000 25,000,000
Reductions in Long-term Obligations and
Payments on Capital Leases....................................... (49,469,000) (45,424,000) (480,000)
Proceeds from Note Receivable to Subsidiaries........................ 160,000 67,000 60,000
Purchase of Treasury Stock .......................................... (7,968,000) (9,220,000) (5,471,000)
Exercise of Stock in Connection with Stock Plans..................... 2,332,000 8,054,000 10,258,000
-------------- ------------ ------------
Net Cash Provided by Financing Activities........................ 24,055,000 119,477,000 29,367,000
------------- ----------- ------------

Net Decrease in Cash and Cash Equivalents.................................. (7,751,000) (7,170,000) (2,646,000)
Cash and Cash Equivalents at Beginning of Year............................. 7,945,000 15,115,000 17,761,000
-------------- ------------ ------------
Cash and Cash Equivalents at End of Year................................... $ 194,000 $ 7,945,000 $15,115,000
============== ============ ===========

Supplemental condensed statements of cash flows information:

Cash Paid During the Year for Interest

(Net of Amount Capitalized).......................................... $ 11,210,000 $ 2,030,000 $ 632,000
Cash (Received) Paid During the Year for Income Taxes...................... (4,702,000) 14,788,000 7,916,000

Noncash Investing and Financing Activities:
Stock Issued for Exercise of Options
and Related Tax Benefits......................................... 1,000 1,284,000 2,004,000
Liabilities Assumed in Connection
with Corporate Acquisition....................................... 1,233,000

S-3

SIERRA HEALTH SERVICES, INC.
SUPPLEMENTAL INFORMATION

CONCERNING PROPERTY -- CASUALTY INSURANCE

(amounts in thousands)

Gross

Reserves
Deferred for Unpaid

Policy Claims and Discount if any Gross
Acquisition Adjustment Deducted in Unearned Earned

Affiliation With Costs Expenses Column C Premiums Premiums
Registrant Column A Column B Column C Column D Column E Column F
- ------------------- -------- -------- -------- -------- --------

Consolidated Property and
Casualty Entities of CII
Financial, Inc. for
Years Ended:

December 31, 1999........ $2,378 $244,394 -- $13,300 $146,698
December 31, 1998........ 1,804 212,263 -- 11,158 154,104
December 31, 1997........ 1,800 202,699 -- 11,285 134,262

Claims & Claim
Adjustment Amortization

Expenses Incurred of Deferred Paid Claims
Net Related to Policy and Claims Direct
--------------------------
Investment (1) (2) Acquisition Adjustment Premiums
Affiliation With Income Current Prior Year Costs Expenses Written
Registrant Column A Column G Year Column H Column I Column J Column K
- ------------------- -------- ---------- -------- -------- -------- --------

Consolidated Property and
Casualty Entities of CII
Financial, Inc. for
Years Ended:

December 31, 1999........ $15,772 $51,541 $ 9,920 $11,260 $101,622 $148,856
December 31, 1998........ 18,241 103,990 (9,643) 24,783 101,524 153,914
December 31, 1997........ 16,780 102,301 (8,970) 26,211 83,788 135,580

S-4

SIERRA HEALTH SERVICES, INC. AND SUBSIDIARIES

SECTION 403.04b

RECONCILIATION OF BEGINNING AND ENDING LOSS AND LOSS
ADJUSTMENT EXPENSE RESERVES

AND EXHIBIT OF REDUNDANCIES (DEFICIENCIES)

(in thousands)

Year ended December 31
------------------------------------------------------------------------------------------------------------

1999 1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
-------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -----
Losses and LAE

Reserve........... $244,394 $212,263 $202,699 $187,776 $182,318 $190,962 $200,356 $178,460 $112,749 $ 67,593 $37,466

Less Reinsurance

Recoverables (1).. 110,089 37,797 21,056 15,676 25,871 29,342 25,841 20,207
-------- -------- -------- -------- -------- -------- -------- --------

Net Loss and LAE

Reserves ......... 134,305 174,466 181,643 172,100 156,447 161,620 174,515 158,253

Net Reserve
Re-estimated as of:
1 Year Later ..... 184,386 172,000 163,130 141,163 139,741 160,562 154,388 140,815 83,841 37,463
2 Years Later .... 173,596 146,987 132,193 125,279 141,100 147,167 142,447 96,011 39,753
3 Years Later .... 140,563 113,766 117,792 126,483 134,747 143,433 97,142 43,528
4 Years Later .... 102,652 102,955 122,517 132,193 137,143 97,942 44,404
5 Years Later .... 95,997 114,443 131,112 135,249 94,852 45,027
6 Years Later .... 112,284 127,258 135,299 93,561 44,543
7 Years Later .... 125,936 133,729 93,672 43,741
8 Years Later .... 132,696 92,851 43,682
9 Years Later .... 92,104 43,682
10 Years Later.... 43,219

Cumulative Redundancy

(Deficiency) ..... (9,920) 8,047 31,537 53,795 65,623 62,231 32,317 (19,947) (24,511) (5,753)

Cumulative Net Paid
as of:
1 Year Later ..... 80,416 71,933 56,977 45,731 44,519 50,210 50,360 57,611 39,118 14,820
2 Years Later .... 117,794 91,765 70,854 68,619 79,788 84,465 89,177 65,165 28,657
3 Years Later .... 113,054 83,674 80,645 94,865 104,569 108,849 76,988 36,579
4 Years Later .... 91,115 86,381 102,395 114,293 120,539 83,822 39,345
5 Years Later .... 89,601 106,012 119,462 126,100 87,618 41,043
6 Years Later .... 107,850 122,000 129,060 89,607 41,962
7 Years Later .... 123,291 130,649 90,721 42,541
8 Years Later .... 131,346 91,354 42,818
9 Years Later .... 91,598 43,054
10 Years Later.... 43,116

Net Reserve........... 134,305 174,466 181,643 172,100 56,447 161,620 174,515
Reins. Recoverables... 110,089 37,797 21,056 15,676 25,871 29,342 25,841
-------- ---------- -------- -------- -------- -------- --------
Gross Reserve ........ $244,394 212,263 202,699 187,776 182,318 190,962 200,356
======== ------- ------- ------- ------- ------- -------

Net Re-estimated

Reserve ............ 184,386 173,596 140,563 102,652 95,997 112,284
Re-estimated Reins.
Recoverables ..... 43,732 18,822 15,537 15,484 13,894 11,834
--------- -------- ------- ------- ------- -------
Gross Re-estimated

Reserve .......... 228,118 192,418 156,100 118,136 109,891 124,118
--------- -------- ------- ------- ------- --------
Gross Cumulative
Redundancy

(Deficiency).... $(15,855) $ 10,281 $ 31,676 $64,182 $ 81,071 $ 76,238
======== ======== ======== ======= ======== ========

(1) Amounts reflect reinsurance recoverable under prospective reinsurance
contracts only. The Company adopted Financial Accounting Standards Board
Statement No. 113 ("FAS 113"), "Accounting and Reporting for Short-Duration and
Long-Duration Reinsurance Contracts" for the year ended December 31, 1992. As
permitted, prior financial statements have not been restated. Reinsurance
recoverables on unpaid losses and LAE are shown as an asset on the balance
sheets at December 31, 1999 and 1998. However, for purposes of the
reconciliation and development tables, loss and LAE information are shown net of
reinsurance.

S-5