Coventry Health Care, Inc. and Subsidiaries
Consolidated Statements of Stockholders’ Equity
Years Ended December 31, 2001, 2000 and 1999
(in thousands)

	Common Stock	Treasury Stock, at Cost	Additional Paid-In Capital	Accumulated Other Comprehensive Income (Loss)	(Accumulated Deficit) Retained Earnings	Total Stockholders’ Equity

Balance, December 31,1998	$ 593	$ (5,000)	$ 476,430	$ 794	$ (36,278)	$ 436,539

Comprehensive income:
Net earnings					43,435	43,435
Other comprehensive (loss) income:
Holding loss				(6,026)
Reclassification adjustment				167
						(5,859)
Deferred tax benefit				2,285		2,285
Comprehensive income						39,861
Issuance (purchase) of common stock, including exercise of options and warrants	3	(380)	3,931			3,554
Tax benefit of stock options exercised			431			431

Balance, December 31, 1999	596	(5,380)	480,792	(2,780)	7,157	480,385

Comprehensive income:
Net earnings					61,340	61,340
Other comprehensive income:
Holding gain				9,030
Reclassification adjustment				956
						9,986
Deferred tax provision				(3,930)		(3,930)
Comprehensive income:						67,396
Issuance (purchase) of common stock, including exercise of options and warrants	67	(5,430)	54,654			49,291
Tax benefit of stock options exercised			3,358			3,358

Balance, December 31, 2000	663	(10,810)	538,804	3,276	68,497	600,430

Comprehensive income:					84,407	84,407
Net earnings
Other comprehensive income:
Holding gain				7,522
Reclassification adjustment				(470)
Cumulative effect – SFAS No. 133				(1,439)
						5,613
Deferred tax provision				(2,189)		(2,189)
Comprehensive income:						87,831
Issuance (purchase) of common stock, including exercise of options and warrants	5	(1,447)	679			(763)
Tax benefit of stock options exercised			1,581			1,581

Balance, December 31, 2001	$ 668	$ (12,257)	$ 541,064	$ 6,700	$ 152,904	$ 689,079

The accompanying notes are an integral part of the consolidated financial statements.