<PAGE>
                       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 (FEE REQUIRED)
 
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
 
                                       OR
 
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
    ACT OF 1934 (NO FEE REQUIRED)
 
FOR THE TRANSITION PERIOD FROM _______ TO ______________________
 
                         COMMISSION FILE NUMBER 0-11531
 
                             U.S. HEALTHCARE, INC.
             (Exact name of Registrant as specified in its charter)
 
<TABLE>
<S>                                            <C>
                PENNSYLVANIA                                    23-2229683
       (State or other jurisdiction of                       (I.R.S. Employer
       incorporation or organization)                       Identification No.)
 
   980 JOLLY ROAD, BLUE BELL, PENNSYLVANIA                         19422
  (Address of principal executive offices)                      (Zip Code)
</TABLE>
 
        Registrant's telephone number, including area code: 215-628-4800
 
          Securities registered pursuant to Section 12(b) of the Act:
                                      None
 
          Securities registered pursuant to Section 12(g) of the Act:
                    Common Stock, Par Value $.005 Per Share
 
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  as of February  29, 1996 was  $6,686,577,885 calculated by excluding
all shares held  by executive  officers, directors  and 5%  shareholders of  the
Registrant  without  conceding that  all such  persons  are "affiliates"  of the
Registrant for purposes of the federal securities laws.
 
As  of  February  29,  1996  there  were  139,511,168  shares  of  Common  Stock
outstanding and 14,429,867 shares of Class B Stock outstanding.
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
Portions of the following documents are incorporated herein by reference:
 
Parts II and IV -- The  Registrant's Annual Report to  Shareholders for the year
                   ended   December   31,   1995   ("1995   Annual   Report   to
                   Shareholders").
 
Part III       -- The  Registrant's  definitive  Proxy  Statement  for  its 1996
                  Annual Meeting of Shareholders, to be filed not later than 120
                  days  after  the  close  of  the  fiscal  year  ("1996   Proxy
                  Statement").
<PAGE>
                                     PART I
 
ITEM 1:    BUSINESS
THE HEALTH CARE INDUSTRY
 
    Annual  health care  expenditures in the  United States have  grown from $27
billion in  1960,  which represented  approximately  5% of  the  gross  domestic
product,  to $938  billion in 1994,  which represented approximately  14% of the
gross domestic product. As a  consequence, employers, insurers and  governmental
authorities  have been increasingly focusing on alternative health care delivery
systems such as  health maintenance organizations  ("HMOs") that provide  better
controls  on rising  costs without  sacrificing quality.  HMO enrollment  in the
United States has increased from approximately three million members in 1970  to
approximately 51 million at January 1, 1995, served by 562 HMOs.
 
    The goals of HMOs are to provide their members with access to quality health
care,  while employing  a business strategy  and management  systems designed to
encourage more cost-effective  use of  health care delivery  systems. Such  cost
containment  strategies include providing  access to primary  physician care and
other services on  a fixed,  prepaid basis, monitoring  hospital admissions  and
length of stay, using a system of specialist referrals, using non-hospital based
medical   services,  and  emphasizing  preventive   care.  To  accomplish  these
objectives, several  basic  HMO  models have  evolved:  staff,  group,  network,
individual practice, and individual practice association. The key distinguishing
feature  of each model is the relationship between the HMO and the participating
physicians. Under  the staff  model, the  HMO employs  the physicians  and  uses
capital  to provide  the facilities  in which  the physicians  see patients. The
physicians receive a salary and  often a bonus based  on the performance of  the
HMO.  Under the  group model, the  HMO contracts with  one large multi-specialty
medical group practice which typically receives a monthly fixed fee for each HMO
member (capitation), regardless of the medical services provided to each member.
The network  model  is predicated  on  an HMO  contracting  with more  than  one
physician  group  to  provide  services  on  a  capitated  fee  basis.  Under an
individual practice model, the HMO contracts with independent physicians who are
broadly dispersed throughout a community and who care for patients in their  own
offices.  The  individual practice  association (IPA)  model  is similar  to the
individual practice model except an IPA model HMO contracts with an organization
(the IPA) that in turn contracts with the physicians. The HMOs operated by  U.S.
Healthcare,  Inc. (the "Company") most closely adhere to the individual practice
model. Unless the context otherwise requires, references to the Company  include
its subsidiaries.
 
THE COMPANY'S MANAGED HEALTH CARE DELIVERY SYSTEM
 
    The Company provides comprehensive managed health care services through HMOs
it   owns  and  operates  in  Pennsylvania,  New  Jersey,  New  York,  Delaware,
Connecticut, Massachusetts, New  Hampshire, Maryland,  Georgia, Virginia,  Rhode
Island, North Carolina, South Carolina and the District of Columbia.
 
    The services of the Company's HMOs are marketed primarily to employer groups
and  are  provided  through  networks  of  independent  health  care  providers,
including  selected  primary  care  physicians  who  coordinate  each   person's
individual  medical care. In  addition to comprehensive  primary physician care,
specialist care and hospital services,  the Company makes available home  health
care and other outpatient services as well as optional prescription drug, vision
care  and  dental plans.  The Company  contracts  with independent  primary care
physicians who are reimbursed under prospective payment arrangements in order to
remove traditional barriers to care. The Company encourages preventive care  and
the  use  of  alternative  medical delivery  services,  and  provides  access to
comprehensive traditional health care services.
 
    The Company  contracts with  providers  to participate  in its  HMO  service
network  as it expands into new geographic areas or as it considers necessary to
serve its HMO membership. At December 31, 1995, the HMO service network included
approximately 13,400 primary care physicians, 40,600 specialists, 441  hospitals
and 7,000 pharmacies.
 
                                       2
<PAGE>
THE COMPANY'S HEALTH PLANS
 
    The  Company's health  plans consist of  HMO plans  and indemnity-type plans
offered  both  on   a  fully-insured   and  an   employer-funded  basis.   Under
fully-insured health plans, the Company charges a premium and bears the risk for
medical  costs incurred. Under employer-funded health plans, the Company charges
a fee for providing administrative services and the employer bears substantially
all risk for  medical costs incurred.  The Company's health  plans served  about
2,442,000  members as of December 31, 1995, an increase of 475,000 or 24.1% from
approximately 1,967,000 at December 31,  1994. The following tables show  health
plan  membership at December 31, 1995 and the increase in membership compared to
December 31, 1994 by plan type and by state:
 
<TABLE>
<CAPTION>
BY PLAN TYPE:                                                                               12/31/95    INCREASE
-----------------------------------------------------------------------------------------  -----------  ---------
<S>                                                                                        <C>          <C>
U.S. Healthcare-insured health plans:
  HMO plans
    Commercial...........................................................................    1,864,000    269,000
    Medicare.............................................................................      108,000     70,000
    Medicaid and other...................................................................       89,000     32,000
                                                                                           -----------  ---------
                                                                                             2,061,000    371,000
  Indemnity plans -- Commercial..........................................................       10,000      4,000
                                                                                           -----------  ---------
        Total U.S. Healthcare-insured health plans.......................................    2,071,000    375,000
Employer-funded health plans.............................................................      371,000    100,000
                                                                                           -----------  ---------
    Total health plans...................................................................    2,442,000    475,000
                                                                                           -----------  ---------
                                                                                           -----------  ---------
</TABLE>
 
<TABLE>
<CAPTION>
                                                                    EMPLOYER-FUNDED
                                                INSURED               HEALTH PLANS          TOTAL HEALTH PLANS
                                              HEALTH PLANS       ----------------------  ------------------------
                                         ----------------------              INCREASE                  INCREASE
BY STATE:                                 12/31/95    INCREASE   12/31/95   (DECREASE)    12/31/95    (DECREASE)
---------------------------------------  -----------  ---------  ---------  -----------  -----------  -----------
<S>                                      <C>          <C>        <C>        <C>          <C>          <C>
Pennsylvania...........................      782,000    110,000    123,000      40,000       905,000     150,000
New Jersey.............................      561,000    108,000    101,000      26,000       662,000     134,000
New York...............................      531,000     81,000     23,000       5,000       554,000      86,000
Massachusetts..........................       60,000     14,000     19,000       3,000        79,000      17,000
Connecticut............................       47,000     15,000      8,000       1,000        55,000      16,000
Maryland and the District of
 Columbia..............................       29,000     13,000      7,000       1,000        36,000      14,000
Delaware...............................       26,000      6,000      4,000       3,000        30,000       9,000
Georgia................................       21,000     21,000     11,000       6,000        32,000      27,000
New Hampshire..........................       10,000      3,000      4,000          --        14,000       3,000
Virginia...............................        3,000      3,000      4,000       1,000         7,000       4,000
Rhode Island...........................        1,000      1,000      1,000          --         2,000       1,000
North Carolina and South Carolina......           --         --      5,000      (1,000)        5,000      (1,000)
Other states...........................           --         --     61,000      15,000        61,000      15,000
                                         -----------  ---------  ---------  -----------  -----------  -----------
Total..................................    2,071,000    375,000    371,000     100,000     2,442,000     475,000
                                         -----------  ---------  ---------  -----------  -----------  -----------
                                         -----------  ---------  ---------  -----------  -----------  -----------
</TABLE>
 
    Under  fully-insured  HMO  plans,  members  receive  comprehensive   medical
coverage  in exchange for a fixed monthly  premium. The Company offers HMO plans
with minimum  out-of-pocket member  expense (copayments)  and plans  with  lower
premium rates and higher member copayments. When an individual enrolls in one of
the  Company's HMOs, he or  she selects a primary  care physician from among the
physicians who have contracted with the Company. The primary care physicians are
family practitioners,  general practitioners,  internists or  pediatricians  who
provide  necessary  preventive  and  primary  medical  care  and  are  generally
responsible for making referrals to specialists. Except in
 
                                       3
<PAGE>
emergency situations,  hospital  care generally  requires  a referral  from  the
member's primary care physician and takes place in hospitals that have contracts
to serve the HMOs' members for an agreed compensation.
 
    Commercial  members  join  the  Company's  HMOs  generally  through employer
groups. See "Marketing" below.  In many instances,  employers offer employees  a
choice of managed care or indemnity coverage. Employees may select their desired
health  coverage during  a designated period  (usually one  month annually). New
employees make their selections at  the time of employment. Employers  generally
pay  all or  part of the  monthly premiums  and make payroll  deductions for any
portion of the premium not provided as an employee benefit.
 
    In 1994,  the Company  introduced its  Quality Point-of-Service-TM-  Program
(QPOS-TM-),  a joint offering  of the Company's  HMO and insurance subsidiaries.
Members can utilize comprehensive  HMO benefits through participating  providers
or  go directly, without  a referral, to  any provider they  choose, subject to,
among other things, certain deductibles and coinsurance. Membership in QPOS  was
about  325,000 at December  31, 1995, an  increase of 292,000  from December 31,
1994. These members  are classified  as U.S.  Healthcare-insured commercial  HMO
members in the preceding table.
 
    In  New York and New Jersey,  the Company makes fully-insured commercial HMO
coverage available on a direct-pay basis to individual subscribers. At  December
31, 1995, about 11,000 members were enrolled in these plans.
 
    The  Company has annual contracts with the federal government in most of the
states in which the Company operates HMOs to provide fully-insured HMO  coverage
to  Medicare beneficiaries  who choose to  receive their health  care through an
HMO. Under these contracts, the federal government agrees to pay the Company  at
a  rate equal  to 95% of  the estimated  average cost for  services per Medicare
beneficiary that would have been incurred for treatment of such beneficiaries in
the same geographic areas. Amounts payable under these contracts are subject  to
periodic  unilateral revision by the federal government. In addition to payments
from the federal government, some of the Company's Medicare HMO plans require  a
small premium to be paid by the member. At December 31, 1995, the Company served
about 108,000 Medicare beneficiaries.
 
    The  Company  has contracts  with certain  state and  local agencies  in New
Jersey, New York and  Pennsylvania to provide  fully-insured medical and  health
benefits  to persons eligible for Medicaid benefits in certain counties in those
states. The  Company's contracts  are for  periods  of one  to three  years.  At
December  31, 1995,  about 81,000  Medicaid beneficiaries  were enrolled  in the
Company's HMO plans. The Company's contract  to provide health care coverage  to
Medicaid  beneficiaries in Massachusetts terminated effective December 31, 1995.
As of that date, the Company served about 200 Medicaid members in Massachusetts.
 
    The Company  offers the  Children's Health  Insurance Program  (CHIP)  under
contract  with  the  Commonwealth  of  Pennsylvania.  CHIP  is  a  fully-insured
comprehensive health care plan for children  of low-income families who are  not
covered  by Medicaid  or other  health insurance.  The Company  also offers CHIP
Plus, a program  whereby the  Company pays  all or a  part of  the premiums  for
certain  children ineligible  for fully  state-funded coverage.  At December 31,
1995, about 8,000 members were enrolled in these programs.
 
    The Company offers indemnity health insurance products to employers based in
the states in  which it operates  HMOs. At  December 31, 1995,  the Company  had
about 10,000 enrollees in its fully-insured indemnity plans.
 
COST CONTAINMENT
 
    The  Company has developed  contractual arrangements with  providers to help
control the high cost of medical services. These contractual arrangements  cover
the  majority of medical services. In the Company's managed health care delivery
system, the  primary  care  physician  plays an  important  role  in  practicing
preventive  medicine and acts on  behalf of the HMO  member to provide access to
 
                                       4
<PAGE>
specialist physicians, hospitals, and other health care providers. These primary
care physicians contract with  the Company to participate  in a system that  has
attracted  an increasing number of  people interested in cost-effective, quality
medical care;  to more  effectively  influence health  care planning;  to  enjoy
stable  and timely remuneration; and to  reduce bad debt experience, billing and
other   paperwork.   Participating   physicians   are   primarily    independent
practitioners  who  generally also  have  patients who  are  not members  of the
Company's HMOs.
 
    The Company generally  compensates HMO primary  care physicians pursuant  to
its  Quality Care  Compensation System  ("QCCS"). The  system employs  a monthly
capitation payment feature as well  as quality assessment, comprehensiveness  of
care,  utilization and  office status components.  These components  are used to
adjust the capitation payments to individual physician offices and to  determine
the amount of additional periodic payments.
 
    The  Company has capitated payment arrangements for mental health, substance
abuse,  diagnostic  laboratory,  radiology  and  diagnostic  imaging   services,
podiatric  treatment,  physical therapy  and  prescription drug  dispensing. The
Company has contracts with specialist physicians at specified rates per visit or
procedure.
 
    The Company has contracts  that provide for all-inclusive  per diem and  per
case hospitalization rates, and fixed rates for ambulatory surgery and emergency
room  services. The Company  compensates certain contracted  hospitals using the
Company's CapTainer-Registered  Trademark- compensation  methodology that  takes
into account the attainment of agreed upon quality and cost containment goals to
help determine the final compensation paid to the hospitals. Under the CapTainer
methodology,  hospitals are paid  certain fees based on  use of their facilities
but can  earn  financial incentives  based  on patient  satisfaction  and  other
performance measurements.
 
    The Company also has contractual arrangements with certain integrated health
delivery  systems under  which the  systems are  compensated on  a substantially
fixed prospective basis for medical services, including primary, specialist  and
hospital  care. At  December 31, 1995,  about 86,000 members  were enrolled with
primary care physicians who participate in such integrated delivery systems.
 
    In addition to its contractual arrangements, the Company uses other means to
deliver access to  quality care  in a cost-effective  manner. Company  employees
monitor  hospital cases and assist participating  physicians who wish to arrange
for medically  appropriate  but  less  costly  alternatives.  In  addition,  the
Company's  HMOs generally  require precertification  of elective  admissions and
monitor the length of hospital  stays. Participating physicians generally  admit
their  HMO  patients  to hospitals  using  referral procedures  that  direct the
hospital to the Company's patient management unit, which confirms the  patient's
membership  status while  obtaining pertinent  data. This  unit also coordinates
related activities, including the subsequent transition to the home  environment
and  home  care,  if  necessary.  Case  management  assistance  for  complex  or
"catastrophic" cases is provided by a special case unit.
 
    The Company generally provides participating primary care physicians with  a
monthly  report  of services  and  costs rendered  to  HMO members.  This report
contains cost and  utilization data,  including hospital  and specialist  costs,
which  enables  the  physician to  monitor  hospital and  specialist  costs. The
Company's information  systems  also enable  it  to monitor  enrollment,  member
eligibility, and the historical use and cost of various services.
 
OTHER PRODUCTS AND SERVICES
 
    The  Company offers  network-based workers compensation  case management and
network-based managed disability services. At December 31, 1995, the Company had
contracts to provide such services for approximately 250,000 employees, compared
to 224,000 employees at December 31, 1994.
 
    The Company  provides assistance  to multi-state  employers by  coordinating
their  relationships with other HMOs. Services include evaluation of the HMOs in
areas such as quality  of care, efficiency and  financial stability, as well  as
enrollment and billing management.
 
                                       5
<PAGE>
    The  Company offers quality and outcome measurement and improvement programs
and healthcare  data analysis  systems for  providers and  purchasers of  health
care.
 
    The  Company offers a number of supplemental benefit coverages to employers,
either as supplements to  HMO plans or as  stand-alone products. Such  coverages
include dental plans, prescription drug plans, vision plans, employee assistance
programs and wellness programs.
 
QUALITY ASSESSMENT
 
    The   Company  is  an   industry  leader  in   developing  and  implementing
comprehensive quality assessment programs.  The Company believes that  providing
access  to  demonstrably  high  quality health  care  services  is  an essential
ingredient for success.
 
    The Company's quality assessment program  begins with the initial  selection
of  primary care physicians. Those who wish to participate in the Company's HMOs
must satisfy an  extensive set  of criteria. These  criteria include  licensure,
hospital  admitting  privileges, demonstrated  proficiency,  written references,
patient access, office standards, after-hours coverage and many other factors.
 
    Participating   primary   care   physicians   are   recertified    annually.
Recertification  covers  many aspects  of patient  care,  an analysis  of member
grievances, the transfer and termination rate of HMO members from the  practice,
on-site  interviews, analysis of utilization patterns, extensive member surveys,
and drug prescription patterns.
 
    Committees,  each  composed  of  a  peer  group  of  participating   private
physicians,  review  primary care  physician  applicants and  participants being
recertified. These committees  recommend certification,  recertification or,  if
appropriate,  sanctions, which may include termination from participation in the
Company's HMOs. Regular reports of their  determinations are made to each  HMO's
Board of Directors.
 
    The  Company's  member  relations  department  deals  directly  with members
concerning their health  care benefits.  It also investigates  grievances. On  a
routine  basis, survey questionnaires are sent  to members regarding the quality
of care they  receive. Physician  committees and medical  directors also  review
issues related to the delivery of medical care.
 
    Each  participating  primary care  physician  is obligated  to  carry direct
medical malpractice liability insurance in an amount no less than the greater of
the minimum amount required in the state  in which the physician is licensed  or
the  Company's requirements. In addition, the Company carries contingent medical
malpractice professional liability insurance.
 
    The Company has developed  criteria and systems to  measure the quality  and
effectiveness  of health care services provided in a variety of settings ranging
from physicians' offices to hospitals. These systems are used by the Company  in
its quality assessment program.
 
MARKETING
 
    The  Company  employs  a  direct  sales  force  of  approximately  885 sales
representatives  and  marketing  management  personnel.  Marketing  efforts  are
supported  by an advertising program that includes television, radio, billboards
and print  media,  as well  as  extensive  market research  and  a  computerized
database.
 
    The  Company's 25 largest customers,  including the Federal Employees Health
Benefits  Plan,  in  the  aggregate  comprised  22%  of  the  fully-insured  HMO
membership  at December 31, 1995. For the year ended December 31, 1995, premiums
billed to the federal government for the Federal Employees Health Benefits  Plan
were  approximately 8% of  total premium revenue.  The Company's agreements with
employer groups are generally for a term of 12 months and are subject to  annual
renewal.
 
TRADEMARKS
 
    The  registered trademark U.S. Healthcare-Registered  Trademark- is owned by
the Company. The Company considers U.S. Healthcare-Registered Trademark- and its
other trademarks and  trade names important  in the operation  of its  business.
However,  the  business  of  the  Company is  not  dependent  on  any individual
trademark or trade name.
 
                                       6
<PAGE>
COMPETITION
 
    Competition in the  health care  industry has intensified  in recent  years,
primarily  due  to  more  aggressive  marketing,  a  proliferation  of competing
products from  new and  existing  competitors and  increased quality  and  price
sensitivity.  Employer  groups  have  increasingly  demanded  additional benefit
options,  including  HMOs,  point-of-service  products  and  preferred  provider
organizations   (PPOs).  In   addition,  some  larger   employers  have  adopted
self-funded health benefit plans, with  plan administration provided by a  third
party.  The Company competes  with Blue Cross and  Blue Shield plans, commercial
insurers and other HMOs. Some of these organizations have greater enrollment  or
financial  resources  than  the  Company.  Management  believes  that  the  most
significant   factors   which   distinguish    competing   health   plans    are
comprehensiveness of coverage, quality of care and service, cost (including both
premium and member out-of-pocket costs), product design, financial stability and
provider networks. The Company strives to be competitive in each of these areas.
The  ability of  the Company to  increase the  number of persons  covered by its
health plans  or  to  increase  premiums  is  affected  by  competition  in  any
particular  area  and the  desire and  ability of  employers to  self-fund their
health benefit  plans.  Competition may  also  affect the  availability  to  the
Company  of  the  services  of health  care  providers,  including  primary care
physicians and hospitals.
 
EMPLOYEES
 
    At December 31, 1995,  the Company had 4,980  full and part-time  employees.
The Company believes that its relationship with its employees is good.
 
GOVERNMENT REGULATION
 
    The  federal government and the states in which the Company conducts its HMO
and other businesses have adopted laws and regulations that govern the  business
activities  of the  Company to varying  degrees. These laws  and regulations may
restrict how the Company  conducts its businesses and  may result in  additional
burdens  and  costs to  the Company.  Areas  of governmental  regulation include
licensure, premium rates,  benefits, service area  expansion, quality  assurance
procedures,  plan design, eligibility requirements, provider contracts and rates
of payment, underwriting, financial arrangements, financial condition (including
reserves) and corporate governance. Laws and regulations governing the Company's
businesses are  subject  to  amendments and  changing  interpretations  in  each
jurisdiction.
 
    There  have been diverse legislative and  regulatory initiatives at both the
federal and state  levels to  address, among other  aspects of  the health  care
system,  increases in health  care costs and  the lack of  health coverage for a
significant segment of  the population.  Several bills have  been introduced  in
Congress  in recent years to reform the nation's health care system. These bills
include elements  such  as  prohibitions on  preexisting  condition  exclusions;
guaranteed  issue  and renewability  of health  insurance; revisions  to current
Medicare HMO laws which would have the effect of reducing Medicare HMO  premiums
payable  by the federal government; subsidies  for individuals who are uninsured
or underinsured;  mandates on  employers to  provide health  coverage for  their
employees;  medical  savings accounts;  minimum  or standardized  health benefit
packages; limitations  on  premium  rate increases  and  other  price  controls;
mandatory  community rating of premiums; medical liability reforms; amendment of
the antitrust laws to benefit  providers; authorization of provider networks  to
obtain  federal  licensure  as  Medicare  health  plans;  mandatory  or optional
single-payer systems for all or part  of the population; and changes in  federal
tax,  Medicare and Medicaid laws and the Employee Retirement Income Security Act
of 1974  ("ERISA").  To varying  degrees,  many  of the  bills  contemplate  the
involvement of state governments in the regulation and implementation of federal
health care reform legislation.
 
    Recent  legislation  and  regulation  in certain  of  the  states  where the
Company's HMOs  operate  has included  mandatory  minimum hospital  stays  after
childbirth;  incentives to  enroll individuals (including  Medicare and Medicaid
beneficiaries) and  small  groups  (including  financial  penalties  if  defined
enrollment targets are not achieved); "any willing provider" statutes that would
require  the  Company's HMOs  to  accept all  providers  who agree  to  meet the
Company's terms, restrictions on medical
 
                                       7
<PAGE>
underwriting;  mandated  offering  of  small  group  and  individual   coverage,
including  specified  plan  designs;  guaranteed  policy  renewability; mandated
continuous  open  enrollment  for   individuals  and  small  groups;   financial
assessments  for the  individual and small  group markets  intended to subsidize
eligible carriers (some or all of which assessments may or may not be  reflected
in increased premium rates); mandatory or voluntary regional health alliances or
purchasing  cooperatives; and  minimum medical loss  ratios in  certain lines of
business. Similar  legislation or  regulation  is likely  to be  introduced  and
possibly  enacted  in other  states in  which the  Company does  business. Other
proposed state  laws and  regulations  include restrictions  on the  ability  of
managed care entities to negotiate payment rates with providers, restrictions on
the  Company's discretion to make benefit determinations, disclosure obligations
relative  to  marketing   and  advertising,  more   stringent  license   renewal
requirements,  and mandated benefits. Several  states, including New Jersey, are
contemplating major  revisions  to HMO  regulation  which include  many  of  the
foregoing areas.
 
    The  Company is  unable to  predict how existing  federal or  state laws and
regulations may be changed or  interpreted, what additional laws or  regulations
affecting  its businesses  may be  enacted or  proposed, when  and which  of the
proposed laws will be adopted and what effect the new laws and regulations  will
have on its businesses.
 
    Federally  qualified  HMOs,  such  as those  operated  by  the  Company, are
required to establish premium rates  prospectively and without regard to  actual
utilization  of services  by individual  members, using  one of  three community
rating methods.  These  rates  may  vary from  account  to  account  to  reflect
projected  family size and contract mix, benefit levels, renewal date, and other
factors. Under  one of  these methods,  "traditional community  rating," an  HMO
establishes  premium  rates based  on its  revenue  requirements for  its entire
enrollment in  a given  community. Under  "community rating  by class,"  an  HMO
establishes premium rates based on its revenue requirements for broad classes of
membership  distinguished by factors such as  age and sex. Under "group specific
community rating," an HMO establishes premium  rates based on the HMO's  revenue
requirements for providing services to the group. New York, one of the principal
states  in which  the Company operates,  generally permits HMOs  to set premiums
only in accordance with the traditional community rating method. Several of  the
other  states  in  which the  Company  operates  HMOs permit  use  of  all three
community rating  methods. State  laws in  certain of  the states  in which  the
Company  operates HMOs require the filing with  and approval by the state of HMO
premium rates. In addition to  reviewing anticipated medical costs, some  states
also  review anticipated administrative  costs as part  of the approval process.
Future results of the Company could  be affected if the premium rates  requested
by  the Company are  not approved or  are adjusted downward  (possibly to levels
lower than rates previously approved) by state regulators.
 
    Most states, including those in which the Company now operates HMOs, require
HMOs to be licensed prior to  commencing operations. If the Company  establishes
an HMO in any state where it does not presently operate an HMO, it generally has
to seek licensure. The time necessary to obtain an HMO license varies from state
to  state. Each HMO must file periodic  financial and operating reports with the
states in which  it does business.  In addition, HMO  operations are subject  to
state examination and periodic license renewal.
 
    The Company has three insurance subsidiaries, one domiciled in Minnesota and
licensed  in 46 other states and the  District of Columbia, one domiciled in New
York and one domiciled in Connecticut. The Company's insurance subsidiaries  are
subject to regulation in each state in which licensed.
 
    The  Company is subject  to federal and state  regulations which require the
Company's subsidiaries to  maintain certain  levels of tangible  net assets,  as
defined,  for use  in their  own operations.  Certain states  also require prior
approval before  dividends  are  paid  or funds  are  otherwise  transferred  to
affiliates.
 
    The provision of goods and services to certain employee health benefit plans
is  subject  to  ERISA,  a  complex  set  of  laws  and  regulations  subject to
interpretation  and  enforcement  by  the  Internal  Revenue  Service  and   the
Department  of  Labor.  ERISA  regulates certain  aspects  of  the relationships
 
                                       8
<PAGE>
between the Company and employers who maintain employee benefit plans subject to
ERISA. Some of the administrative services  and other activities of the  Company
may  also be subject to regulation under ERISA. In addition, some states require
licensure or registration  of companies  such as the  Company's subsidiary  that
provides third party claims administration services for benefit plans.
 
CAUTIONARY STATEMENTS
 
    The  Private Securities Litigation  Reform Act of 1995  provides a new "safe
harbor"  for  forward-looking  statements  to  encourage  companies  to  provide
prospective information about their companies without fear of litigation so long
as  those statements  are identified as  forward-looking and  are accompanied by
meaningful cautionary statements identifying important factors that could  cause
actual  results to differ materially from those projected in the statements. The
Company desires to take advantage of this "safe harbor" and, accordingly, hereby
identifies the  following  important factors  which  could cause  the  Company's
actual  financial  and enrollment  results to  differ  materially from  any such
results which might be projected, forecast, estimated or budgeted by the Company
in forward-looking statements.
 
(a) Heightened competition, including specifically the intensification of  price
    competition;  the  entry of  new competitors;  and  the introduction  of new
    products by new and existing competitors.
 
(b) Adverse state and federal legislation and regulation, including  limitations
    on  premium  levels;  increases in  minimum  capital and  reserve  and other
    financial viability  requirements; prohibition  or limitation  of  capitated
    arrangements  or provider financial  incentives; benefit mandates (including
    mandatory length of stay  and emergency room  coverage); limitations on  the
    ability to manage care and utilization; and any willing provider or pharmacy
    laws.
 
(c)  Increases in medical costs, including increases in utilization and costs of
    medical services and  the effects  of actions  by competitors  or groups  of
    providers.
 
(d)  Termination of provider  contracts or renegotiation  at less cost-effective
    rates or terms of payment.
 
(e) Price  increases in  pharmaceuticals, durable  medical equipment  and  other
    covered items.
 
(f)  Adverse actions of  governmental payors, including  unilateral reduction of
    Medicare and Medicaid premiums payable to the Company and discontinuance  or
    limitations on governmentally-funded programs.
 
(g)  Inability to increase premiums or  prospective or retroactive reductions to
    premium rates for federal  employees apace with  increases in medical  costs
    due to competition, government regulation, or other factors.
 
(h)  Failure to obtain new customers, retain existing customers or reductions in
    force by existing customers.
 
(i) Governmental financial assessments or taxes to subsidize uncompensated care,
    other insurance carriers, or academic medical institutions.
 
(j)  Adverse publicity and news coverage.
 
(k) Inability to carry out marketing and sales plans.
 
(l) Loss or retirement of key executives.
 
(m) Denial of accreditation by independent quality accrediting agencies such  as
    the National Committee for Quality Assurance (NCQA).
 
(n) The selection by employers and individuals of higher
    copayment/deductible/coinsurance  plans  with relatively  lower  premiums or
    margins.
 
                                       9
<PAGE>
(o) The migration of employers from insured to self-funded coverage resulting in
    reduced margins to the Company.
 
(p) The impact upon the Company's  medical loss ratio of greater net  enrollment
    in  higher  medical  loss  ratio  lines of  business  such  as  Medicare and
    Medicaid.
 
(q) Adverse results in significant litigation matters.
 
(r) Adverse  regulatory  determinations  resulting in  loss  or  limitations  of
    licensure, certification or contracts with governmental payors.
 
(s)  Higher sales, administrative or general expenses occasioned by the need for
    additional advertising, marketing, administrative, or management information
    systems expenditures.
 
(t) Changes in interest rates causing a reduction of investment income or in the
    market value of interest rate sensitive investments.
 
(u) Increases by regulatory  authorities of minimum  capital, reserve and  other
    financial viability requirements.
 
    The  foregoing  cautionary  statements pursuant  to  the  Private Litigation
Securities Reform Act of 1995  should not be construed  as exhaustive or as  any
admission regarding the adequacy of disclosures made by the Company prior to the
effective  date  of said  Act,  and should  be  read in  conjunction  with other
sections of  this  filing, including  Management's  Discussion and  Analysis  of
Financial Condition and Results of Operations.
 
ITEM 2:    PROPERTIES
 
    The  Company owns three office buildings  having an aggregate 457,000 square
feet  in  Blue   Bell,  Pennsylvania.  These   buildings  house  the   Company's
headquarters and much of its administrative and customer service operations. The
Company  also  owns  and  occupies  a 110,000  square  foot  office  building in
Fairfield, New Jersey, which  houses certain regional  activities, and a  65,000
square  foot warehouse  near its headquarters.  The Company  leases an aggregate
490,000 square feet of  office space in sixteen  other facilities housing  other
regional  and branch offices,  additional warehouse space  and additional member
relations and provider payments personnel.
 
ITEM 3:    LEGAL PROCEEDINGS
 
    On October 12, 1993, the  Company filed a petition  with the New York  State
Supreme   Court  seeking  to  stay  and   annul  the  Opinion  and  Decision  of
Superintendent of Insurance of the State  of New York dated September 30,  1993,
which  would have reduced the  premium rates for the  Company's New York HMO for
the twelve month period beginning October 1, 1993 by a weighted average of  3.9%
from  the rates in effect for the  preceding twelve month period. On November 1,
1993, the  Court held  a hearing  and ordered  that a  stay should  be  granted.
Accordingly, for New York HMO group contracts renewed or entered into during the
first quarter of 1994, the Company generally charged the premium rates in effect
during the third quarter of 1993. The Court entered a written Order and Decision
on  July 8, 1994, implementing  the November 1, 1993  oral decision on the basis
that the Superintendent  violated the New  York Insurance Law  (by reducing  the
Company's  premium rates without giving the Company an opportunity to oppose the
reduction) and remanding the matter to the Superintendent for a proper  hearing.
On  August  4,  1994, the  Superintendent  filed  a Notice  of  Appeal  with the
Appellate Division; the appeal was dismissed on October 11, 1994. On October 13,
1994, the  Superintendent  moved  for  permission to  appeal  to  the  Appellate
Division; this motion was denied on January 17, 1995. The Superintendent did not
appeal  from  the  decisions  of  the Appellate  Division.  The  portion  of the
litigation related to rates  for contracts entered into  or renewed on or  after
April  1,  1994  through  September  30,  1994  was  implicitly  mooted  by  the
Superintendent's Opinion and  Decision dated  April 29,  1994 approving  revised
rates  for such period, leaving  only that portion of  the litigation related to
rates for contracts  entered into or  renewed during the  first quarter of  1994
subject  to a possible hearing. On  August 15, 1995, the Superintendent notified
the Company that he had decided not  to hold a hearing concerning the  Company's
premium rates for the first quarter of 1994, thereby
 
                                       10
<PAGE>
leaving  in place the third quarter of  1993 premium rates generally charged for
that quarter. Subsequently, a stipulation executed by the Superintendent and the
Company dismissing the action was filed.
 
    Two class action complaints  have been filed in  the United States  District
Court  for the Eastern District of Pennsylvania seeking unspecified damages. The
complaints allege that the  Company and two of  its executive officers,  through
certain  misrepresentations and  omissions about  the Company,  violated federal
securities laws and  related state law.  The court has  granted the  plaintiffs'
motion  for class certification as to the federal claims but has denied it as to
the state claims. The litigation is still in the preliminary stages, and  merits
discovery  has just begun. The Company  has denied the allegations and continues
to defend the actions vigorously.
 
    The Company  is  also involved  in  legal actions  concerning  benefit  plan
coverage  and other decisions by the Company, and alleged medical malpractice by
participating providers. If found liable  in such actions, which are  vigorously
defended  on several grounds, the Company may bear financial responsibility. The
Company is also involved  in certain other claims  and legal actions arising  in
the  ordinary course of business. In the opinion of management, these claims and
legal actions  will  not  have  a  material  adverse  effect  on  the  Company's
consolidated financial position, results of operations or cash flows.
 
ITEM 4:    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
    No  matter was  submitted to  a vote of  security holders  during the fourth
quarter of 1995.
 
EXECUTIVE OFFICERS OF THE REGISTRANT
 
    The executive officers of U.S. Healthcare, Inc. are as follows:
 
<TABLE>
<CAPTION>
          NAME AND AGE               PRESENT POSITION (PRINCIPAL FUNCTION) WITH THE COMPANY
---------------------------------  ----------------------------------------------------------
<S>                                <C>
Leonard Abramson (63)              Chairman and principal executive officer
Michael J. Cardillo (53)           Co-President and principal marketing officer
Joseph T. Sebastianelli (49)       Co-President and principal medical administrative officer
James H. Dickerson, Jr. (49)       Principal financial officer
Timothy E. Nolan (40)              Senior operations officer
David F. Simon (42)                Principal legal officer
</TABLE>
 
    The Company's executive officers  are elected by the  board and serve  until
their successors are duly elected and qualified.
 
    Mr.  Abramson has been the principal  executive officer of the Company since
1982. From 1982 until he also was elected as Chairman in 1995, Mr. Abramson also
held the position of President.
 
    Mr. Cardillo has been Co-President of  the Company since 1995 and  principal
marketing officer since 1989.
 
    Mr.  Sebastianelli  has  been Co-President  of  the Company  since  1995 and
principal medical  administrative officer  since 1994.  From 1984  to 1994,  Mr.
Sebastianelli  was the sole  proprietor of Sebastianelli  Law Associates, Paoli,
Pennsylvania.
 
    Mr. Dickerson has been  an executive officer of  the Company since 1994  and
principal  financial officer of the  Company since 1995. From  1983 to 1994, Mr.
Dickerson held a  number of  positions at  Bell Atlantic  Corp., including  Vice
President-Special  Assignment, Vice  President-Finance and  Controller, and Vice
President-Treasurer.
 
    Mr. Nolan has been an executive officer of the Company since 1994 and senior
operations officer since  1995, and  held various marketing  positions with  the
Company from 1985 to 1994.
 
                                       11
<PAGE>
    Mr.  Simon  has been  an executive  officer  of the  Company since  1994 and
principal legal officer since 1990. From 1985  to 1990, Mr. Simon was a  partner
at   the  law  firm   of  Wolf  Block   Schorr  and  Solis-Cohen,  Philadelphia,
Pennsylvania.
 
                                    PART II
 
    Information for  Items  5  through 8  of  this  Report is  included  in  the
Company's  1995  Annual  Report  to  Shareholders  as  indicated  below,  and is
incorporated herein by reference.
 
<TABLE>
<CAPTION>
                                                                                                    1995 ANNUAL
                                              ITEM                                                 REPORT PAGE(S)
-------------------------------------------------------------------------------------------------  --------------
<S>        <C>                                                                                     <C>
ITEM 5.    MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 
           Price Range of Common Stock...........................................................        29
           Dividends.............................................................................        29
 
ITEM 6.    SELECTED FINANCIAL DATA
 
           Selected Financial Data...............................................................        30
           Supplementary Financial Information...................................................        31
 
ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
           Management's Discussion and Analysis of Financial Condition and Results of
           Operations............................................................................     32 - 35
 
ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
           Consolidated Financial Statements.....................................................     17 - 28
 
ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
           No change of accountants and/or disagreements on any matter of accounting principles
           or financial statement disclosures have occurred within the last two years.
</TABLE>
 
                                    PART III
 
    The information called for by Item  10, Directors and Executive Officers  of
the  Registrant (except for the  information regarding executive officers called
for by  Item 401  of  Regulation S-K  which  is included  in  Part I  hereof  in
accordance with General Instruction G(3)); Item 11, Executive Compensation; Item
12, Security Ownership of Certain Beneficial Owners and Management; and Item 13,
Certain  Relationships  and  Related  Transactions,  is  incorporated  herein by
reference to the Registrant's definitive Proxy Statement for its Annual  Meeting
of  Shareholders,  which  shall  be  filed  with  the  Securities  and  Exchange
Commission within 120 days from the end of the Registrant's fiscal year.
 
                                       12
<PAGE>
                                    PART IV
 
ITEM 14:    EXHIBITS, FINANCIAL STATEMENTS SCHEDULES, AND REPORTS ON FORM 8-K
 
   (a) 1.  Financial Statements
           The following consolidated statements  are included in the  Company's
           1995  Annual  Report to  Shareholders as  indicated on  the following
           table and are incorporated herein by reference.
 
INDEX TO FINANCIAL STATEMENTS
 
<TABLE>
<CAPTION>
                                                                                          1995 ANNUAL
                                                                                         REPORT PAGE(S)
                                                                                       ------------------
<S>                                                                                    <C>
Report of Ernst & Young LLP, independent auditors....................................          17
Consolidated balance sheets at December 31, 1995 and 1994............................          18
Consolidated statements of income for each of the three years in the period ended
December 31, 1995....................................................................          19
Consolidated statements of shareholders' equity for each of the three years in the
period ended December 31, 1995.......................................................       20 - 21
Consolidated statements of cash flows for each of the three years in the period ended
December 31, 1995....................................................................          22
Notes to consolidated financial statements...........................................       23 - 28
</TABLE>
 
   2. Financial statement schedules
 
<TABLE>
<CAPTION>
                                                                                       PAGES IN FORM 10-K
                                                                                       ------------------
 
<S>                                                                                    <C>
Schedule I -- Condensed Financial Information of Registrant..........................       14 - 16
</TABLE>
 
      All other  schedules are  omitted  because they  are not  applicable,  not
      required,   or  because  the  required  information  is  included  in  the
      consolidated financial statements or notes thereto.
 
   3. Exhibits required to be filed by Item 601 of Regulation S-K.
 
      Exhibits required to be filed by Item 601 of Regulation S-K, whether filed
      herewith or incorporated herein by reference,  are listed on the Index  to
      Exhibits of this filing.
 
      Executive Compensation Plans and Arrangements.
      Management contracts and compensatory plans, contracts and arrangements in
      which  directors or executive officers participate, whether filed herewith
      or incorporated herein by reference, are  listed on the Index to  Exhibits
      of  this filing  as Exhibits  10.1, 10.2,  10.3, 10.4,  10.5, 10.6, 10.10,
      10.12, 10.13, 10.14, 10.15, 10.16, 10.17, 10.22, 10.26 and 10.27.
 
   (b) 1.  Reports on Form 8-K
 
       None were filed during the fourth quarter of 1995.
 
                                       13
<PAGE>
                             U.S. HEALTHCARE, INC.
          SCHEDULE I -- CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                      PARENT COMPANY FINANCIAL INFORMATION
                            CONDENSED BALANCE SHEETS
                             (amounts in thousands)
 
<TABLE>
<CAPTION>
                                                                                               DECEMBER 31
                                                                                       ---------------------------
                                                                                           1995           1994
                                                                                       -------------  ------------
<S>                                                                                    <C>            <C>
ASSETS
  Current assets:
    Cash and cash equivalents........................................................  $     135,142  $      7,503
    Marketable securities............................................................          7,602       123,242
    Receivable from subsidiaries, net................................................             --        10,995
    Other receivables................................................................            498         2,132
    Current and deferred income taxes................................................         11,974         9,746
    Other............................................................................         12,010         5,687
                                                                                       -------------  ------------
        Total current assets.........................................................        167,226       159,305
  Property and equipment, less accumulated depreciation..............................         76,262        62,710
  Investments in and advances to subsidiaries, net of borrowings.....................        748,618       717,158
  Other long-term assets.............................................................         33,985        22,733
                                                                                       -------------  ------------
        Total assets.................................................................  $   1,026,091  $    961,906
                                                                                       -------------  ------------
                                                                                       -------------  ------------
LIABILITIES AND SHAREHOLDERS' EQUITY
  Current liabilities:
    Accounts payable and accrued liabilities.........................................  $      36,343  $     38,132
    Payable to subsidiaries, net.....................................................          8,081            --
    Income taxes payable.............................................................          3,714         7,709
                                                                                       -------------  ------------
        Total current liabilities....................................................         48,138        45,841
  Long-term liabilities..............................................................         13,822        10,392
                                                                                       -------------  ------------
        Total liabilities............................................................         61,960        56,233
                                                                                       -------------  ------------
  Shareholders' equity:
    Common stock, Class B stock and additional paid-in capital.......................        170,175       158,089
    Retained earnings................................................................      1,121,616       899,072
    Net unrealized gains (losses) on marketable securities, less applicable income
     taxes:
      Related to marketable securities of U.S. Healthcare, Inc.......................            (26)       (4,093)
      Related to marketable securities of subsidiaries...............................          4,784       (23,110)
    Common stock held in treasury -- at cost.........................................       (311,767)     (105,892)
    Unearned portion of restricted common stock......................................        (20,651)      (18,393)
                                                                                       -------------  ------------
        Shareholders' equity.........................................................        964,131       905,673
                                                                                       -------------  ------------
        Total liabilities and shareholders' equity...................................  $   1,026,091  $    961,906
                                                                                       -------------  ------------
                                                                                       -------------  ------------
</TABLE>
 
                                       14
<PAGE>
                             U.S. HEALTHCARE, INC.
          SCHEDULE I -- CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                      PARENT COMPANY FINANCIAL INFORMATION
                         CONDENSED STATEMENTS OF INCOME
                             (amounts in thousands)
 
<TABLE>
<CAPTION>
                                                                                    YEARS ENDED DECEMBER 31
                                                                             -------------------------------------
                                                                                1995         1994         1993
                                                                             -----------  -----------  -----------
<S>                                                                          <C>          <C>          <C>
REVENUE:
  Investment income, including net realized gains and losses...............  $    13,501  $     4,088  $    12,957
  Intercompany, principally administrative services fees...................      211,104      170,652      144,255
  Other income.............................................................        2,860        1,095          459
  Equity in net income of subsidiaries.....................................      359,537      370,914      269,646
                                                                             -----------  -----------  -----------
                                                                                 587,002      546,749      427,317
 
EXPENSES:
  Administrative, marketing and other operating costs, net of
   reimbursements from subsidiaries for shared costs.......................      149,056      113,287       87,272
  Intercompany interest expense, net.......................................       45,204       25,443       16,763
                                                                             -----------  -----------  -----------
                                                                                 194,260      138,730      104,035
                                                                             -----------  -----------  -----------
Income before income taxes.................................................      392,742      408,019      323,282
Provision for income taxes.................................................       12,077       16,900       23,607
                                                                             -----------  -----------  -----------
Net income.................................................................  $   380,665  $   391,119  $   299,675
                                                                             -----------  -----------  -----------
                                                                             -----------  -----------  -----------
</TABLE>
 
                                       15
<PAGE>
                             U.S. HEALTHCARE, INC.
          SCHEDULE I -- CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                      PARENT COMPANY FINANCIAL INFORMATION
                       CONDENSED STATEMENTS OF CASH FLOWS
                             (amounts in thousands)
 
<TABLE>
<CAPTION>
                                                                                  YEARS ENDED DECEMBER 31
                                                                          ----------------------------------------
                                                                              1995          1994          1993
                                                                          ------------  ------------  ------------
<S>                                                                       <C>           <C>           <C>
OPERATING ACTIVITIES:
  Net income............................................................  $    380,665  $    391,119  $    299,675
  Adjustments to reconcile net income to cash flow from operating
   activities:
    Depreciation and amortization.......................................        25,460        21,405        18,823
    Equity in net income of subsidiaries................................      (359,537)     (370,914)     (269,646)
    Net realized (gains) losses on sales of marketable securities.......         1,017        10,195        (4,460)
    Other non-cash (credits) charges, net...............................         8,234         1,043        (2,220)
  Changes in operating assets and liabilities:
    Receivables.........................................................         1,634         2,681        (3,327)
    Accounts payable and accrued liabilities............................        (1,789)       10,052         6,458
    Receivable from or payable to subsidiaries, net.....................        19,076       (96,789)     (102,238)
    Income taxes payable................................................        (1,618)         (166)       12,531
    Other, net..........................................................       (12,558)       (2,168)        1,452
                                                                          ------------  ------------  ------------
        Cash flow from operating activities.............................        60,584       (33,542)      (42,952)
                                                                          ------------  ------------  ------------
INVESTING ACTIVITIES:
  Purchase of marketable securities.....................................      (306,041)     (311,800)     (984,585)
  Purchase of property and equipment, net...............................       (33,376)      (14,794)      (15,405)
  Proceeds from maturities or sales of marketable securities............       426,976       412,563       772,086
  Dividends received from subsidiaries..................................       114,000        70,000       120,000
  Borrowings from subsidiaries, net.....................................       249,971        70,579       232,500
  Capital contributed to subsidiaries...................................        (8,000)      (12,900)      (13,550)
  Other.................................................................       (16,678)      (11,859)      (10,644)
                                                                          ------------  ------------  ------------
        Cash flow from investing activities.............................       426,852       201,789       100,402
                                                                          ------------  ------------  ------------
FINANCING ACTIVITIES:
  Proceeds from exercise of stock options...............................         4,199         4,660         3,804
  Purchase of treasury stock............................................      (205,875)      (99,896)       (5,996)
  Cash dividends paid...................................................      (158,121)     (114,862)      (61,871)
                                                                          ------------  ------------  ------------
        Cash flow from financing activities.............................      (359,797)     (210,098)      (64,063)
                                                                          ------------  ------------  ------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........................       127,639       (41,851)       (6,613)
Cash and cash equivalents at beginning of year..........................         7,503        49,354        55,967
                                                                          ------------  ------------  ------------
Cash and cash equivalents at end of year................................  $    135,142  $      7,503  $     49,354
                                                                          ------------  ------------  ------------
                                                                          ------------  ------------  ------------
</TABLE>
 
                                       16
<PAGE>
                                   SIGNATURES
 
    Pursuant  to  the requirements  of  Section 13  or  15(d) of  the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed by
the undersigned thereunto duly authorized.
 
                                          U.S. HEALTHCARE, INC.
 
                                          By:         /s/ LEONARD ABRAMSON
 
                                              ----------------------------------
                                                         LEONARD ABRAMSON
                                                  PRINCIPAL EXECUTIVE OFFICER
 
                                          Dated: March 25, 1996
 
    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.
 
<TABLE>
<C>                                       <S>                               <C>
               SIGNATURE                     TITLE (PRINCIPAL FUNCTION)          DATE
----------------------------------------  --------------------------------  --------------
 
         /s/  LEONARD ABRAMSON
 --------------------------------------   Chairman, Principal Executive     March 25, 1996
            LEONARD ABRAMSON              Officer and Director
 
      /s/  JAMES H. DICKERSON, JR.
 --------------------------------------   Principal Financial Officer       March 25, 1996
        JAMES H. DICKERSON, JR.
 
       /s/  THOMAS A. MASCI, JR.
 --------------------------------------   Principal Accounting Officer      March 25, 1996
          THOMAS A. MASCI, JR.
 
          /s/  BETSY Z. COHEN
 --------------------------------------   Director                          March 25, 1996
             BETSY Z. COHEN
 
         /s/  JEROME S. GOODMAN
 --------------------------------------   Director                          March 25, 1996
           JEROME S. GOODMAN
 
        /s/  ALLEN MISHER, PH.D.
 --------------------------------------   Director                          March 25, 1996
          ALLEN MISHER, PH.D.
 
        /s/  DAVID B. SOLL, M.D.
 --------------------------------------   Director                          March 25, 1996
          DAVID B. SOLL, M.D.
 
 --------------------------------------   Director
          TIMOTHY T. WEGLICKI
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                               INDEX TO EXHIBITS
 
<TABLE>
<S>        <C>        <C>
Exhibit    3.         Articles of incorporation and by-laws.
           3.1        Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the
                      Registrant's Annual Report on Form 10-K for the year ended December 31, 1989).
           3.2        By-laws (incorporated by reference to Exhibit 3.2 to the Registrant's Annual
                      Report on Form 10-K for the year ended December 31, 1990).
Exhibit    4.         Specimen of common stock certificate.
           4.1        Specimen of Common Stock Certificate (incorporated by reference to Exhibit 4.1
                      to the Registrant's Annual Report on Form 10-K for the year ended December 31,
                      1989).
           4.2        Specimen of Class B Stock Certificate (incorporated by reference to Exhibit
                      4.2 to the Registrant's Annual Report on Form 10-K for the year ended December
                      31, 1989).
Exhibit    10.        Material contracts.
           10.1       Employment Agreement dated as of January 1, 1993 between U.S. Healthcare, Inc.
                      and Leonard Abramson (incorporated by reference to Exhibit 10.1 to the
                      Registrant's Annual Report on Form 10-K for the year ended December 31, 1992).
           10.2       Employment Agreement dated as of January 1, 1993 between U.S. Healthcare, Inc.
                      and Michael Cardillo (incorporated by reference to Exhibit 10.3 to the
                      Registrant's Annual Report on Form 10-K for the year ended December 31, 1992).
           10.3       Employment Agreement dated as of January 1, 1993 between U.S. Healthcare, Inc.
                      and Timothy Nolan (incorporated by reference to Exhibit 10.4 to the
                      Registrant's Annual Report on Form 10-K for the year ended December 31, 1994).
           10.4       Employment Agreement dated as of January 1, 1993 between U.S. Healthcare, Inc.
                      and David F. Simon (incorporated by reference to Exhibit 10.5 to the
                      Registrant's Annual Report on Form 10-K for the year ended December 31, 1994).
           10.5       Employment Agreement dated as of January 24, 1994 between U.S. Healthcare,
                      Inc. and Joseph T. Sebastianelli (incorporated by reference to Exhibit 10.6 to
                      the Registrant's Annual Report on Form 10-K for the year ended December 31,
                      1994).
           10.6       Employment Agreement dated as of February 4, 1994 between U.S. Healthcare,
                      Inc. and James H. Dickerson, Jr. (incorporated by reference to Exhibit 10.7 to
                      the Registrant's Annual Report on Form 10-K for the year ended December 31,
                      1994).
           10.7       1982 Incentive Stock Option Plan (incorporated by reference to Exhibit 10.13
                      to the Registrant's Registration Statement on Form S-1, No. 2-81039).
           10.8       Second Incentive Stock Option Plan (incorporated by reference to Exhibit 10.21
                      to the Registrant's Registration Statement on Form S-1, No. 2-84210).
           10.9       Third Incentive Stock Option Plan (incorporated by reference to Exhibit 10.3
                      to the Registrant's Annual Report on Form 10-K for the year ended December 31,
                      1987).
           10.10      U.S. Healthcare, Inc. Incentive Plan (incorporated by reference to Exhibit
                      10.8 to the Registrant's Annual Report on Form 10-K for the year ended
                      December 31, 1992).
           10.11      Form of Non-statutory Stock Option (incorporated by reference to Exhibit 10.25
                      to the Registrant's Registration Statement on Form S-1, No. 2-84210).
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<TABLE>
<S>        <C>        <C>
           10.12      1987 Non-statutory Option Plan (incorporated by reference to Exhibit 10.4 to
                      the Registrant's Annual Report on Form 10-K for the year ended December 31,
                      1987).
           10.13      Form of Stock Option Contract for Stock Options granted under the U.S.
                      Healthcare, Inc. Incentive Plan (incorporated by reference to Exhibit 10.12 to
                      the Registrant's Annual Report on Form 10-K for the year ended December 31,
                      1992).
           10.14      Form of Restricted Stock Agreement for restricted stock awarded under the U.S.
                      Healthcare, Inc. Incentive Plan (incorporated by reference to Exhibit 10.13 to
                      the Registrant's Annual Report on Form 10-K for the year ended December 31,
                      1992).
           10.15      Form of Restricted Stock Bonus Agreement (incorporated by reference to Exhibit
                      10.13 to the Registrant's Annual Report on Form 10-K for the year ended
                      December 31, 1988).
           10.16      Amended and Restated U.S. Healthcare, Inc. Savings Plan (incorporated by
                      reference to Exhibit 10.18 to the Registrant's Annual Report on Form 10-K for
                      the year ended December 31, 1994).
           10.17      Amended and Restated Pension Plan for Employees of U.S. Healthcare, Inc.
                      (incorporated by reference to Exhibit 10.19 to the Registrant's Annual Report
                      on Form 10-K for the year ended December 31, 1994).
           10.18      Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit
                      10.27 to the Registrant's Annual Report on Form 10-K for the year ended
                      December 31, 1989).
           10.19      Amendment No. 1 to 1982 Incentive Stock Option Plan (incorporated by reference
                      to Exhibit 10.28 to the Registrant's Annual Report on Form 10-K for the year
                      ended December 31, 1989).
           10.20      Amendment No. 1 to Second Incentive Stock Option Plan (incorporated by
                      reference to Exhibit 10.29 to the Registrant's Annual Report on Form 10-K for
                      the year ended December 31, 1989).
           10.21      Amendment No. 2 to Second Incentive Stock Option Plan (incorporated by
                      reference to Exhibit 10.30 to the Registrant's Annual Report on Form 10-K for
                      the year ended December 31, 1989).
           10.22      Amendment No. 1 to 1987 Non-statutory Stock Option Plan (incorporated by
                      reference to Exhibit 10.31 to the Registrant's Annual Report on Form 10-K for
                      the year ended December 31, 1989).
           10.23      Amendment No. 1 to Third Incentive Stock Option Plan (incorporated by
                      reference to Exhibit 10.30 to the Registrant's Annual Report on Form 10-K for
                      the year ended December 31, 1990).
           10.24      Split Dollar Insurance Agreement dated February 1, 1990 by and between Madlyn
                      K. Abramson, Marcy A. Shoemaker (formerly Marcy Abramson), Nancy Wolfson,
                      Judith Abramson and David B. Soll, and U.S. Healthcare, Inc., and the related
                      Collateral Assignment Agreement dated February 1, 1990 by and between Madlyn
                      K. Abramson, Marcy A. Shoemaker (formerly Marcy Abramson), Nancy Wolfson,
                      Judith Abramson and David B. Soll and U.S. Healthcare, Inc. (incorporated by
                      reference to Exhibit 10.33 to the Registrant's Annual Report on Form 10-K for
                      the year ended December 31, 1990).
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<S>        <C>        <C>
           10.25      Split Dollar Insurance Agreement Dated January 21, 1991 by and between Marcy
                      A. Shoemaker (formerly Marcy Abramson), Nancy Wolfson, Judith Abramson, David
                      B. Soll, Jerome Goodman and Edward M. Glickman, and U.S. Healthcare, Inc., and
                      the related Collateral Assignment Agreement dated January 21, 1991 by and
                      between Marcy A. Shoemaker (formerly Marcy Abramson), Nancy Wolfson, Judith
                      Abramson, David B. Soll, Jerome Goodman and Edward M. Glickman, and U.S.
                      Healthcare, Inc. (incorporated by reference to Exhibit 10.24 of the
                      Registrant's Annual Report on Form 10-K for the year ended December 31, 1991).
           10.26      Description of Deferred Compensation Plan (incorporated by reference to
                      Exhibit 10.26 to the Registrant's Annual Report on Form 10-K for the year
                      ended December 31, 1992).
           10.27      Description of Executive Incentive Compensation Plan (incorporated by
                      reference to Exhibit 10.27 to the Registrant's Annual Report on Form 10-K for
                      the year ended December 31, 1992).
Exhibit    11.        Computation of Net Income Per Common and Common Equivalent Share.
Exhibit    13.        The 1995 Annual Report to Shareholders of U.S. Healthcare, Inc. is not deemed
                      filed as part of this report (with the exception of the information
                      incorporated by reference to Items 5, 6, 7 and 8 of this Annual Form 10-K in
                      the 1995 Annual Report to Shareholders).
Exhibit    21.        Subsidiaries of the Registrant.
Exhibit    23.        Consent of Ernst & Young LLP, independent auditors.
Exhibit    27.        Financial Data Schedule.
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