CareFirst, Inc.

CareFirst, Inc.

of Our Past as Prologue

CareFirst, Inc., the new holding company under which Blue Cross and Blue Shield of the National Capital Area and Blue Cross and Blue Shield of Maryland are affiliated, brings together the resources essential for success in a highly competitive regional market.

The health care options of our customers -- and potential customers -- throughout the region are greatly enriched by this business combination. It creates an integrated system of payers, providers and care managers backed by an experienced, well-reserved company competing aggressively to deliver value and customer satisfaction.

CareFirst, Inc. is a unified company that sustains a respected regional presence. The new company rests on a firm foundation: consolidated annual revenues of nearly $3.5 billion, 2.3 million members, and integrated health care networks that offer convenient access to health care throughout the combined service areas. However, our greatest assets are the 5,300 dedicated associates who serve the families and businesses within our combined regional marketplace - an area extending from Southern Pennsylvania, across Maryland and the District of Columbia and into Northern Virginia and Southern Delaware.

By creating CareFirst, Inc., we cross an important threshold that leads us to new opportunities and brings new challenges. We are confident that the record of outstanding performance by BCBSNCA and BCBSMD -- the shared past of CareFirst, Inc. -- is a solid foundation for future growth and added value.

CareFirst, Inc.

Members: 2.3 Million

Associates: 5,300

BCBSNCA/BCBSMD Affiliated Physicians and Specialists: 50,000+

Potential Market: 7.5 Million Customers

Combined Revenues: $3.5 Billion (1998 est.)