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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                            ------------------------

                                   FORM 10-K

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   /X/     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934
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                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

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   / /     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934
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        FOR THE TRANSITION PERIOD FROM ______________ TO ______________

                         COMMISSION FILE NUMBER 0-28328

                            ------------------------

                                  UROCOR, INC.

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              A DELAWARE                           IRS EMPLOYER IDENTIFICATION
              CORPORATION                                 NO. 75-2117882
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                              840 RESEARCH PARKWAY
                         OKLAHOMA CITY, OKLAHOMA 73104

                        Telephone Number (405) 290-4000

          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                                      NONE

          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                          Common Stock, $.01 Par Value

                            ------------------------

    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. / /

    Aggregate market value of the voting stock (Common Stock) held by
non-affiliates
of registrant as of March 28, 2001                                   $82,140,612

    Number of shares of registrant's Common Stock outstanding as of March 28,
2001                                                                   9,864,363

                      DOCUMENTS INCORPORATED BY REFERENCE:

    Portions of the registrant's proxy statement relating to the 2001 annual
meeting of stockholders have been incorporated by reference into Part III
hereof.

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                               TABLE OF CONTENTS

                                  DESCRIPTION

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ITEM                                                                                               PAGE
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PART I.........................................................................................      1

                              1.   BUSINESS....................................................      1

                              2.   PROPERTIES..................................................     25

                              3.   LEGAL PROCEEDINGS...........................................     25

                              4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.........     25

PART II........................................................................................     26

                              5.   MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
                                   STOCKHOLDER MATTERS.........................................     26

                              6.   SELECTED FINANCIAL DATA.....................................     28

                              7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                                   AND RESULTS OF OPERATIONS...................................     29

                             7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
                                   RISK........................................................     37

                              8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.................     37

                              9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                                   AND FINANCIAL DISCLOSURE....................................     37

PART III.......................................................................................     38

                             10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT..........     38

                             11.   EXECUTIVE COMPENSATION......................................     38

                             12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                                   MANAGEMENT..................................................     38

                             13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..............     38

PART IV........................................................................................     39

                             14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
                                   8-K.........................................................     39
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                                     PART I

    THIS ANNUAL REPORT ON FORM 10-K CONTAINS, IN ADDITION TO HISTORICAL
INFORMATION, FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES.
UROCOR, INC.'S ACTUAL RESULTS COULD DIFFER MATERIALLY. FACTORS THAT COULD CAUSE
OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, THOSE
DISCUSSED IN "BUSINESS", "BUSINESS--CAUTIONARY STATEMENTS", "MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" AND
ELSEWHERE IN THIS ANNUAL REPORT ON FORM 10-K. SEE ALSO "BUSINESS--SPECIAL NOTE
REGARDING FORWARD-LOOKING STATEMENTS".

ITEM 1.  BUSINESS.

OVERVIEW

    UroCor, Inc. ("UroCor" or the "Company") markets a comprehensive range of
products and services to assist in detecting, diagnosing, treating and managing
prostate cancer, bladder cancer, kidney stones and other complex urologic
disorders. The Company's primary focus is providing products and services to
help urologists improve patient care and outcomes while reducing the total cost
of managing these diseases.

    The Company provides comprehensive diagnostic services to detect major
urologic conditions, enhance the accuracy of prognosis of individual patient's
disease, monitor the patient's therapy and identify recurrence of the disease.
The Company manufactures ProstaSeed and acquires marketing and co-promotion
rights to urologic pharmaceutical products and selected devices. UroCor markets
these services and products directly to urologists and managed care
organizations across the United States through the Company's urology-focused
sales force.

    UroCor also performs research and development work pursuant to which the
Company develops, evaluates and customizes new diagnostic products and
technologies for use in the Company's diagnostic service offerings and
facilitates the development and utilization of the Company's disease databases
and related information systems. The Company utilizes information systems to
develop proprietary urologic disease databases and disease management models
directed at improving the diagnosis and treatment of patients. These efforts led
to the development of UroSavant-Registered Trademark-, a proprietary service
that tracks individual client's prostate disease management data and compares
results to regional and national statistics, as well as the capability to
deliver diagnostic reports to clients via the Internet.

    UroCor was incorporated in Delaware in 1988 as the successor to a Texas
corporation that was incorporated in 1985.

UROLOGY MARKET

    UroCor serves the segment of the United States urology market consisting of
approximately 7,900 office-based urologists, including those affiliated with
managed care organizations. These urologists diagnose and treat patients for
prostate cancer, bladder cancer, kidney stone disease, incontinence and other
complex urologic diseases. Their patients have generally been referred to them
by primary care and other physicians.

    The urologist often serves as the primary diagnostician, oncologist and
surgeon, when surgery is required, for the treatment of prostate cancer, bladder
cancer and many other conditions. Patients with prostate or bladder cancer
generally require management of the disease by the urologist throughout a
disease cycle ranging from three to ten years. The urologist may require
sophisticated diagnostic and information services and a wide range of
therapeutic products and services throughout that period. Despite the
urologist's need for comprehensive services, most urologists are still served
primarily by local hospitals, pathology groups and many other companies that do
not focus on urologic disease or the urologist's practice.

UROCOR--OVERVIEW OF MAJOR PRODUCTS AND SERVICES

    The table on the following two pages sets forth the Company's principal
diagnostic, therapeutic and information products and services in terms of
current offerings, expected 2001 offerings and offerings in-process of research
and new product development by UroCor in the urology market. The table is also
segregated by urologic disease to illustrate the Company's strategy of focusing
on urologic disease:

                                       1
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UROCOR--OVERVIEW OF MAJOR PRODUCTS AND SERVICES
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               PRODUCT CATEGORY                                    PROSTATE
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<S>                                             <C>                                             <C>
DIAGNOSTIC SERVICES

These services assist urologists in             SERUM--TOTAL PSA; COMPLEXED PSA; FREE/TOTAL
diagnosing, selecting appropriate therapies     PSA RATIO
and managing their patients with urologic       These measurements of serum PSA levels help
diseases.                                       urologists to detect initial disease and
The benefits that UroCor provides are:          monitor disease recurrence. UroCor offers a
- Specialization in detection, diagnosis and    broad range of PSA and other serum testing.
  monitoring of urologic diseases.              ANATOMIC PATHOLOGY--PROSTATE BIOPSY
- Specialized uropathology group with           UroCor's board-certified pathologists offer
  significant cumulative experience in these    clinicians increased confidence in diagnosis,
  diseases.                                     having diagnosed 10% of all prostate cancers
- Large prostate database of more than 260,000  diagnosed annually since 1998. This service is
  prostate cases and related disease            anchored by the Company's SextantPlus(SM)
  information resources.                        biopsy kit and report.
- Broad range of advanced technologies and      UROSCORE-REGISTERED TRADEMARK---STAGING
  capabilities to assist in diagnosis and       ALGORITHM
  prognosis.                                    This advanced diagnostic algorithm allows
- Advanced pathology products and services      urologists to better understand the stage of a
  supported by several medical and scientific   patient's disease for selecting appropriate
  peer-reviewed publications.                   treatment alternatives.
                                                DNA PLOIDY ANALYSIS
                                                UroCor's capability and experience with cell
                                                DNA content measurements aid in predicting the
                                                aggressiveness of disease.
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THERAPEUTIC PRODUCTS
These types of products are targeted to the     BRACHYTHERAPY--RADIATION SEED IMPLANTS
disease states for which UroCor has             UroCor manufactures and markets
complementary diagnostic services and           ProstaSeed-Registered Trademark- Iodine-125
capabilities.                                   implants that are used in the treatment of
The disease states for these products are       early, localized prostate cancer.
compatible with UroCor's marketing,
information services and disease management
approach.
UroCor expects to market these products with
unique service and convenience enhancements
and information resources.
The Company also expects to develop unique
supplementary patient therapeutic decision
tools in support of the therapeutic strategy
in urology.
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INFORMATION SERVICES
Diagnostic reporting is accessible by clients   INTERNET REPORTING
via the Internet.                               TAILORED PATIENT EDUCATION MATERIAL
UroCor offers advanced information reporting    These patient diagnosis-specific materials are
and disease-specific database capabilities.     available to the urologist with the diagnostic
The Company also offers disease-specific        report via the Internet, fax or mail, to help
databases and disease outcome predictive        educate patients regarding their disease.
models to support client disease information    PROSTATE DISEASE DATABASE
needs.                                          The Company believes it maintains the most
The Company has developed unique, practice-     comprehensive diagnostic prostate database
specific databases and decision support tools   with over 260,000 cases.
based on its national disease-specific          UROSAVANT(SM)
databases.                                      A proprietary service that tracks individual
                                                client's prostate disease management data and
                                                compares results to regional and national
                                                practice statistics.
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</TABLE>

                                       2
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                   BLADDER                                          KIDNEY
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CYTOLOGY PLUS(SM)                               UROSTONE(SM) ANALYSIS
UroCor's pathologists have experience in the    UroCor provides advanced analysis of the
diagnosis of over 24,000 bladder cancers. Such  composition of stones that is used by
expertise is applied to this difficult          urologists to direct treatment.
diagnostic area that requires detection and     UROSTONEMAX24(SM)
analysis of cancer cells in a urine specimen.   This comprehensive evaluation analyzes the
HEMATURIA ANALYSIS                              underlying causes of stone formation that may
This product was developed to help urologists   indicate the likelihood of a recurrence.
determine whether the source of trace of blood  UROSTONE OUTCOMES AND ECONOMIC MODEL
in the urine originated from the kidney or      The Company developed and began marketing in
lower urinary tract.                            2000 a comprehensive review of available
DD23 MARKER ANALYSIS                            databases to support the effectiveness and
This proprietary marker is used in conjunction  efficacy of UroStoneMax24, with the intent to
with cytology which helps in the monitoring of  gain managed care business and differentiate
bladder cancer.                                 the product with urologists.
DNA PLOIDY ANALYSIS                             GENERAL SERUM CHEMISTRIES
This computer-assisted image can be used in     UroCor's serum testing capabilities are
conjunction with cytology to assist in the      helpful in understanding the patient's general
detection and prognosis of bladder cancer.      health or overview of a particular disease and
P53 MOLECULAR TESTING                           also provides urologists with one-stop
This proprietary test was developed by UroCor   shopping convenience.
to detect gene mutations, which may predict
cancers that are more aggressive and are more
likely to progress to a higher stage and
grade.
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CYSTISTAT-REGISTERED TRADEMARK-
UroCor has exclusive U.S. marketing rights for
Cystistat, a treatment for interstitial
cystitis. The manufacturer is pursuing United
States Food and Drug Administration approval.
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INTERNET REPORTING                              INTERNET REPORTING
TAILORED PATIENT EDUCATION MATERIAL             PATIENT-SPECIFIC TREATMENT PLANS
The Company has developed and expects to        UroCor's patient-specific treatment plan is
market in 2001 patient-specific diagnosis       based on the diagnostic workup of the patient
materials to be delivered to the urologist      delivered in conjunction with the diagnostic
with the diagnostic report via the Internet,    report in kidney stones management.
fax or mail, to help educate patients
regarding their disease.
BLADDER DISEASE DATABASE
The Company is developing and expects to
market in 2001 a comprehensive patient
database to assess specific cases in
comparison to national trends and diagnostic
outcomes.
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</TABLE>

                                       3
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DISEASE MANAGEMENT BUSINESS

DIAGNOSTIC SERVICES

    Branded in the urology market as UroCor Labs(SM), the Company provides to
office-based urologists the comprehensive diagnostic services listed in the
previous table to detect and diagnose certain major urologic diseases, make a
prognosis of the patient's disease, monitor the patient's therapy and identify
recurrence of the disease. Diagnostic services generated approximately 97% of
the Company's 2000 revenues.

    The Company emphasizes enhanced service, including the delivery of a
comprehensive detailed report to the referring physician after completion of
each specimen analysis. The Company's relations with its clients are supported
through its field-based technical sales specialists and field techs and
home-office based client relations representatives, who are responsible for
handling inquiries from referring physicians and providing support to the
Company's customer base.

    The Company also emphasizes quality performance as demonstrated by
continuing accreditation from the Joint Commission of Accredited Healthcare
Organizations ("JCAHO"). The JCAHO accreditation survey evaluates a laboratory's
performance of functions and processes aimed at continuously improving outcomes,
and such accreditation increases UroCor's options for participation in managed
care and other contractual arrangements. The Company's laboratory also holds
licenses, certification or accreditation under the federal Clinical Laboratory
Improvements Act of 1976, as amended ("CLIA"), College of American Pathologists
and all required state agencies.

    PROSTATE CANCER

    Management of prostate cancer requires the urologist to screen, detect,
diagnose, prognose and treat the patient and monitor recurrence and/or
progression of the disease. UroCor has developed and markets products and
services that assist the urologist in each of the diagnostic steps in this
disease cycle.

    UroCor's PSA products are used in detection of the disease to improve the
urologist's ability to identify true positive cancer patients. The Company
offers a Free/Total PSA ratio utilizing Total PSA and Complexed PSA products,
which is used for improving accuracy of cancer detection in the presence of a
negative first biopsy and may increase the urologist's ability to differentiate
prostate cancer from benign disease.

    The current standard for diagnosis of the disease after the screening stage
is the prostate biopsy. The Company's biopsy product, SextantPlus(SM), is a tool
intended to increase the probability of finding small, localized tumor tissue in
the prostate and to provide increased information from the specimen which can be
used in more accurate prognosis and improved selection of treatment options for
the disease. The Company's specimen collection techniques, reporting
capabilities and database resources assist the urologist in identifying the
location and severity of the disease.

    After detection and diagnosis of prostate cancer, the urologist must
accurately "stage" or classify the disease to determine whether the cancer has
spread beyond the prostate gland. UroCor developed its proprietary, patented
UroScore-Registered Trademark- algorithm to assist the urologist in this step.
After staging the disease, the urologist and patient determine whether to treat
the disease with surgery, radiation or drug therapy or simply to monitor its
progress. UroCor utilizes its expertise and capabilities to provide the
urologist with additional information regarding the aggressiveness of a
patient's cancer. This information is further enhanced by the Company's
pathologists who interpret the prognostic information in conjunction with the
patient's diagnostic pathology report.

    After reaching a treatment decision, the urologist can monitor the patient
for evidence of recurrence or eradication of the disease by using the Company's
PSA products. To assist the urologist

                                       4
<PAGE>
in the monitoring process, in December 1999, the Company introduced its new
UroSavant Report that is based upon UroCor's proprietary national prostate
database and summarizes certain biopsy and serum PSA statistics on a national,
regional and individual basis. The report also lists individual patients'
results for biopsies submitted by a particular physician or group over the past
quarter.

    BLADDER CANCER

    Some of the difficulties that the urologist faces in the diagnosis and
management of bladder cancer include detecting tumors at an early stage,
assessing the aggressiveness of tumors and monitoring for disease recurrence
and/or progression after treatment. UroCor's Cytology Plus(SM) bladder cancer
products provide the urologist with analysis and information capabilities in all
significant aspects of the diagnosis and management of the disease. UroCor's
bladder cellular analysis incorporates multiple testing capabilities that the
Company believes provides increased levels of analysis and corresponding
improvements in specificity and sensitivity of test results. The Company's
Cytology Plus detection program combines the information from microscopic
examinations of a patient's specimen combined, when appropriate, with two
different techniques, an analysis of the DNA content in cell nuclei and use of a
more specific biomarker to assist in the pathologist's assessment and monitoring
for the presence of cancer.

    UroCor's proprietary DD-23 monoclonal-based biomarker assists the
pathologist in the cytological monitoring of bladder cancer. The biomarker was
licensed from the University of Michigan and developed using in-house, as well
as academically acquired clinical specimens.

    UroCor's proprietary molecular-based test for detecting mutations in the
p-53 gene helps the urologist predict whether the patient has an aggressive
bladder cancer. Presence of such mutations may warrant a more aggressive
management strategy. UroCor can perform its p-53 determination using a urine
specimen from a patient with bladder cancer, while existing methods for
determining the status of a patient's p-53 gene must utilize a bladder biopsy
obtained in a hospital surgical procedure. The UroCor assay may be performed on
the same urine specimen on which it performs its cellular analysis processes for
the initial detection of bladder cancer or for recurrence of the cancer in
patients successfully treated for the disease.

    An additional condition that may relate to a number of urinary tract
diseases and infections is microhematuria, or the presence of small amounts of
blood in the urine. The initial challenge faced by the urologist in diagnosing
the underlying cause of the microhematuria is to identify the source of the
bleeding. The UroCor Labs microhematuria diagnostic evaluation combines a
microscopic examination of cells and urine sediment by pathologists with a urine
protein chemistry analysis to provide the urologist with information on the
probable location of the bleeding.

    KIDNEY STONES

    Kidney stone disease typically requires physical and chemical analysis of
the stone, and, in many cases, analysis of patients' urine and serum specimens
to assess the risk of disease recurrence and treatment options. Traditionally,
the urologist was required to send the kidney stone, urine specimen and serum
specimen to different testing service providers. The UroCor Labs kidney stone
management system, UroStone(SM), offers a program in which the urologist
delivers all specimens to UroCor and the Company provides integrated analysis
and reports, as well as patient treatment plan materials specific for each
diagnosis.

THERAPEUTIC PRODUCTS

    The Company seeks to provide therapeutic products and services to urologists
and radiation oncologists for the care of their patients. For this purpose, the
Company attempts to identify opportunities within targeted disease states to
license, distribute, acquire from others or co-market

                                       5
<PAGE>
urologic therapeutics and related products and services used or prescribed for
the treatment of urologic diseases. The Company intends to capitalize on its
large urology customer base and the skills of its urology-focused sales force to
market such products and services to its client base. The Company plans to
differentiate its product and service offerings from those of its competitors
through ancillary services, which may include just-in-time inventory management
for the physician's office and data base access.

    PROSTATE CANCER

    In January 2000, the Company began marketing
ProstaSeed-Registered Trademark-, a UroCor branded line of Iodine-125 radiation
implants (also referred to as "seeds") used in brachytherapy for early stage
prostate cancer. Brachytherapy is a form of radiation therapy in which up to 80
to 100 seeds may be implanted in the prostate under ultrasound guidance that
increasingly is performed as an out-patient procedure requiring no overnight
hospital stay. This treatment has become more often selected by early stage
prostate cancer patients because it does not dictate removal of the prostate,
which can result in side effects such as impotence and incontinence.

    While brachytherapy is an increasingly popular treatment option from the
patient's point of view, there are still many unanswered questions regarding
which therapy is appropriate for a particular patient or diagnosis. As
brachytherapy may also be used in conjunction with external beam radiation,
hormonal therapy and other drug therapies, the treatment selection decisions may
be further complicated. The Company believes its expertise in advanced
diagnostic and prognostic technologies and its capabilities and extensive
information systems and resources in prostate cancer cases may contribute to
development of more rational processes to help patients and their urologists
determine appropriate therapy.

    UroCor acquired worldwide marketing rights for its seeds product pursuant to
an agreement entered into in September 1998 with the seeds manufacturer, Mills
BioPharmaceuticals, Inc. ("Mills Biopharmaceuticals"), a private company founded
in 1992 to commercialize its expertise in adapting radioactive elements in a
range of important medical applications. In April 2000, UroCor acquired Mills
Biopharmaceuticals and currently manufactures and distributes the seeds product
through distributor relationships with Mallinckrodt, Inc. ("Mallinckrodt") and
Prostate Services of America ("PSA"). Mallinckrodt sells and distributes
ProstaSeed through its 35 nuclear medicine pharmacies and more than 80
independent pharmacies, as well as through its group-purchasing contracts with
hospital groups. PSA provides hospitals and physician practices specializing in
treating prostate cancer with a variety of services, including training, on-site
proctoring, one-stop equipment purchasing and financing, and pre- and
post-implant dosimetry, and makes ProstaSeed available to their customers.

    BLADDER CANCER AND OTHER BLADDER CONDITIONS

    In June 2000, pursuant to an agreement with BioChem Pharma, Inc.
("BioChem"), the Company began marketing in the United States
PACIS-Registered Trademark- BCG, a therapeutic product for treating certain
types of superficial bladder cancer. The Company distributed the product
throughout 2000, however, in February 2001, as a result of the manufacturer's
inability to supply the product in accordance with the Company's requirements,
UroCor and BioChem terminated the distribution agreement.

    In March 2001, the Company entered into an agreement with Bioniche Life
Sciences, Inc. ("Bioniche") providing for exclusive rights to distribute in the
United States Cystistat-Registered Trademark-, a treatment for interstitial
cystitis, a painful condition of the bladder. Cystistat is approved for use in
Canada, Europe and China. The Company's agreement provides that Bioniche will
pursue approval from the United States Food and Drug Administration ("FDA") for
marketing the product in the United States. The Company currently does not
expect FDA approval to be achieved before 2003. The agreement also gives UroCor
the option to acquire rights to other therapeutic treatments for prostate and
bladder cancer that are currently under development by Bioniche.

                                       6
<PAGE>
    INCONTINENCE

    Pursuant to an agreement entered into in August 1998 between UroCor and
DesChutes Medical Products, Inc. ("DesChutes"), UroCor has marketed DesChutes'
Persist Treatment System for incontinence. To date, sales of the device have
been minimal due to the lack of Medicare reimbursement and other sales and
marketing difficulties. Given these challenges, as of March 2001, the Company is
negotiating the termination of the agreement with DesChutes and will no longer
market the Persist Treatment System.

    OTHER PRODUCTS

    In addition to the products and agreements noted above, the Company plans to
pursue the license or acquisition of other therapeutic products for distribution
through its sales force.

SALES AND MARKETING

    The Company currently markets its diagnostic services and therapeutic
products principally to the segment of the urology market consisting of almost
7,900 office-based urologists in the United States, many of whom are providers
for one or more managed care organizations. UroCor has developed a sales force
dedicated and trained to market to urologists, including representatives
specialized in marketing to national accounts and managed care organizations.

    The Company focuses its sales and marketing resources primarily on
increasing penetration and utilization of its products in urologists offices,
expanding its client base and adding additional products and services to its
product lines.

    The Company also focuses on securing managed care contracts to permit UroCor
to provide products and services to patients enrolled in these health care
organizations. The Company intends to increase its penetration of the managed
care market by developing products and services specifically designed to meet
the cost control, quality assurance and other requirements imposed by managed
care organizations.

    In addition to its focus on individual urologists and managed care
organizations, the Company is diversifying its managed care selling efforts to
place more emphasis on regional health plans and large, locally-based,
multi-physician practices to increase regional market penetration.

DIAGNOSTIC PRODUCT AND TECHNOLOGY DEVELOPMENT

    The Company combines its own internal discovery and development capabilities
with access to external resources at leading academic centers, research
institutes and other companies to create new products. The Company then aligns
and prioritizes the new product development schedule to support the Company's
long-term strategic business plan.

    UroCor's discovery and development activities led to the introduction of
several proprietary tests that are currently used in the Company's diagnostic
services business. One of the proprietary tests is the DD-23 monoclonal antibody
test for bladder cancer monitoring, which is supported by a technology license
with the University of Michigan. Another of the proprietary tests is the
molecular-based p-53 gene mutation test for bladder cancer prognosis, which was
developed through a license and a collaboration with Ambion, Inc. and under
National Cancer Institute's SBIR Phase I and Phase II grants.

    The Company is also developing patented, computer-assisted imaging
technology known as quantitative nuclear grading (QNG-TM-), which measures the
degree of disorganization of genetic material within cancer cell nuclei. The QNG
measurement serves as an additional input variable that can be included in the
array of pathology and clinical laboratory variables used in proprietary or
patent-

                                       7
<PAGE>
protected algorithms used to predict stage, tumor aggressiveness or potential
response to therapy in prostate cancer patients. The new QNG variable and
algorithms are being evaluated along with other advanced technologies in
collaboration with Johns Hopkins Medical Institutions in a project directed at
utilizing such approaches and even more powerful prognostic tools to manage
prostate cancer patients. The collaboration is partially funded under a
2 1/2-year grant initiated in 1998 from the Department of Defense. The same QNG
technology is also being investigated for potential evaluation of bladder
cytology specimens from bladder cancer patients being monitored for their
disease status.

    During the early to mid-1990's, the Company conducted a gene discovery
program in the field of prostate cancer resulting in patent positions on
42 novel genes and expressed sequence tags (ESTs) differentially regulated in
prostate cancer. The Company selected and is currently evaluating certain of
these discovered genes as potential new tissue-based and serum-based biomarkers
that may improve the detection, diagnosis and prognosis of prostate cancer. The
Company is also seeking licensing partners to purchase intellectual property
rights or to assist with the research and development of these novel genes for
diagnostic and therapeutic applications.

    The Company's research and development resources, with assistance from the
Company's information systems resources, have created new, disease-specific
databases from the Company's diagnostic laboratory information system used to
store client specimen results. Such information databases are being used to
develop products intended to enhance the Company's delivery of results to its
clients. UroCor is working with its client urologists to obtain additional case
information including test results that are entered into the Company's
proprietary patient disease-specific databases. In addition, the Company
establishes new and maintains existing academic and research institution
relationships that provide clinical and surgical pathology specimens as well as
follow-up information to supplement its internal disease databases. The Company
combines its specimen repository, disease databases and range of technical
expertise to evaluate new technologies and products facilitating determination
of the contribution that they may represent to the Company's business strategy.
The databases are also used to develop peer-reviewed publications in support of
UroCor's long-term urology disease management strategy.

    The primary purpose of the Company's research and development activities is
to develop additional diagnostic and prognostic products and technologies for
the urology market and to support existing products and services through
preventative maintenance, enhancement and quality improvement. Additionally,
UroCor believes that some of the technologies acquired or in development in the
Company's research and development programs may have applications in diagnostic
and therapeutic product development outside the scope of UroCor's service
business. The Company is seeking potential partners for further development of
such products.

INFORMATION SYSTEMS

    UroCor believes that useable, relevant information provides one of the most
important components of disease management services. The Company intends to
capitalize on its existing relationships with its urologist clients, academic
centers and managed care organizations and its existing information resources to
help improve the clinical management of patients with urologic disease.

    The Company developed in 1997 and subsequently has maintained its own
proprietary Internet-based wide area network providing a communication channel
between UroCor and its physician clients. In October 1999, UroCor signed an
agreement with WebMD to make their Internet portal available to clients as an
alternative to the UroCor Internet report delivery. Both of these Internet-based
services provide clients with convenient access to the case reports on their
patients' current diagnostic findings. The Company is in the pilot stages of a
project in collaboration with WebMD to expand the number of clients accessing
Internet report delivery. Future projects may include capabilities to allow
clients to send their test requests and patient and billing information to the
Company in advance of a specimen.

                                       8
<PAGE>
    The Company is assessing the value of further developing prostate, bladder
and kidney stones disease-specific databases and certain outcomes tracking and
related information management tools. The Company's LithoSavant system for
kidney stones management is an example of the type of useful information product
that can result from this work. LithoSavant was developed in partnership with
the American Lithotripsy Society ("ALS") to provide standardized data collection
and outcomes reporting and a comprehensive national database for lithotripsy and
kidney stones disease. In March 2001 UroCor transferred the LithoSavant database
and related software tools to the ALS and will forego any continuing rights to
LithoSavant. The Company, however, continues to see the long-term value of such
databases in providing urologists with further tools to assess the relative
effectiveness of different treatment modalities and to improve the management of
their patients. The Company believes such value is demonstrated by the Company's
UroSavant product, a proprietary service that tracks individual client's
prostate disease management data and compares results to regional and national
practice statistics. The Company intends to continue to pursue value-added use
of the large amounts of data accumulated by the Company for the diagnostic tests
it performs.

COMPETITION

    The market for providing urologists and managed care organizations with
disease management systems and services is an emerging market. The Company is
not aware of any other company in urology that currently is providing the
comprehensive approach pursued by the Company, however, the Company believes
there is growing recognition from pharmaceutical manufacturers of the advantages
of an integrated approach to diagnosis and treatment.

    The market for providing urologists with specialized diagnostic services for
detection, diagnosis, prognosis and monitoring is highly competitive and
fragmented. The majority of this market is served by hundreds of local
free-standing or hospital-based pathology services that compete for the cellular
and tissue diagnostic services offered by the Company. Other hospital
laboratories, specialty laboratories and local, regional and national general
reference laboratories all provide some of the serum and other testing provided
by the Company. The main competitive advantage of local and hospital pathology
service providers is long-established local physician referral practices. The
general reference laboratories' competitive strength is attributable primarily
to their service capabilities to provide local couriers for specimen pickup and
broad-based contracting ability with managed care organizations covering all
their diagnostic testing needs in one agreement. In contrast, the Company's sole
focus in urology can limit its access to managed care contracts. Other companies
that already market diagnostic products and medical supplies in other fields
have begun marketing systems and kits for performing certain diagnostic tests in
the urologist's office. The Company believes that it will be able to compete
with these diagnostic product and service providers because of its disease
management approach, its broad range of specialized diagnostic products and
services, its urology-dedicated sales force and its focused product research and
development and information development efforts.

    The Company also competes with many biotechnology companies, manufacturers
of diagnostic systems and kits and many pharmaceutical companies as well as
other producers and distributors of medical products for the acquisition of new
technologies and products of potential importance to urologists. The Company
believes its own product, technology and business development capabilities
together with its expertise in urologic diseases and market access provide it
with the ability to compete successfully in this area.

    In the therapeutics segment of the urology market, surgery performed by
urologists as well as many other therapeutic products currently compete with or
will compete with the Company's distribution of the Company's ProstaSeed
radiation implants for prostate cancer and the Company's anticipated Cystistat
product for interstitial cystitis. Many major and other pharmaceuticals
companies that can deploy larger sales organizations and research and
development efforts than the Company, compete for sales of other urologic drugs
and devices. Because of its existing relationships with

                                       9
<PAGE>
urologists and its specialized sales force, the Company believes that it has the
ability to compete in this market.

    Information systems companies, disease management companies and others may
provide services and software products that will compete with the Company's
current and proposed products and services. In addition, other companies,
academic institutions and consortia are building regional or national databases
focused on improving clinical and economic outcomes which may compete with the
Company's applications of its urologic disease databases and related resources.
Many of these competitors have considerably greater resources and experience
than the Company in the development of software and information systems. The
Company believes that the principal competitive factors for clinical outcomes
database software are the quality, consistency and depth of the underlying
clinical diagnosis and outcomes data, the usefulness of the data and reports
generated by the software, customer service and support, ease-of-use,
compatibility with the customer's existing information systems, potential for
product enhancements and vendor reputation. The Company believes that it can
provide a service in this area because of its established relationships with
urologists and its expertise in and focus on urologic diseases.

    Many of the Company's competitors are significantly larger and have
significantly greater financial, technical and administrative resources than the
Company. Many such competitors may also have long-established relationships with
the Company's current and prospective customers and with greater numbers of
managed care organizations.

GOVERNMENT REGULATION

    The Company's business is subject to a variety of governmental regulations
at the federal, state and local levels.

    The Company's diagnostic operations currently are not regulated by the FDA.
While the FDA now indicates that it does not plan to regulate assays developed
by laboratories for in-house use, the FDA in the past has considered drafting
guidelines for regulation of such assays. If in the future the FDA were to issue
guidelines for the clinical laboratory market sector, such guidelines might
require the Company to meet certain FDA requirements for the Company's in-house
assays. The FDA currently regulates some of the components, tests and systems
purchased by the Company from third parties and used in the Company's
diagnostics business. The manufacturers of such products are responsible for
compliance with the approval and marketing regulations of the FDA. Failure to
comply could result in FDA enforcement action, and in disruption of the
availability of these products. If the Company should decide to market any of
its diagnostic technology as test kits to be used by third parties, such test
kits would require FDA approval. The Company performs appropriate internal
validation procedures and selected external clinical evaluations on new in-house
tests and markers which it intends to market. While no assurances may be given
in such regard, the Company believes that it could adjust to any reasonable
changes in applicable FDA requirements without significant disruption or
financial impact. In the event that any such changes are more extensive than
anticipated, these changes would increase the cost of development and approval
of new products, slow their introduction to the market and could have a material
adverse effect on the Company's financial condition and results of operations.

    Promotional claims for the Company's products are regulated by the Federal
Trade Commission ("FTC") and by the states. Failure to comply with applicable
requirements could result in enforcement actions, including the imposition of
civil money penalties.

    The FDA regulates the products licensed or otherwise acquired from third
parties and distributed or marketed by the Company's sales force. The
manufacturers of such products are responsible for compliance with the approval
and marketing regulations of the FDA. Failure to comply could result in FDA
enforcement action, and in disruption of the availability of these products.

                                       10
<PAGE>
    The Company's clinical laboratory is certified under CLIA, and participates
in the federal Medicare program and certain state Medicaid programs. Failure to
comply with the applicable CLIA requirements could result in loss of
certification or other penalties and could prevent the Company from being able
to bill and collect for its laboratory services. In addition, the laboratory is
accredited by the College of American Pathology. Because the Company provides
clinical testing services to patients nationwide, its laboratory also is
licensed under the laws of those state or local governments which the Company is
aware have clinical laboratory regulation programs applicable to out-of-state
laboratories. The Company believes that it has obtained all such licenses
required for its operations and is in compliance in all material respects with
all such applicable regulations.

    In addition, certain regulatory authorities require participation in a
proficiency testing program approved by the United States Department of Health
and Human Services (the "DHHS") for each of the specialties and subspecialties
for which a laboratory seeks approval from Medicare or Medicaid and licensure
under CLIA. Proficiency testing programs involve actual testing of specimens
that have been prepared by an entity running an approved program for testing by
the laboratory. The Company believes it is in compliance in all material
respects with all regulations applicable to such testing programs.

    Additionally, with the acquisition of Mills Biopharmaceuticals in April
2000, the Company now is subject to regulation by the United States
Environmental Protection Agency, the United States Nuclear Regulatory Commission
(the "NRC") and other federal, state and municipal regulatory agencies for the
hazardous waste generated through the Mills Biopharmaceuticals manufacturing
facility. Such waste is segregated and disposed of through hazardous waste
transporters. Although the Company believes that it is currently in compliance
in all material respects with applicable environmental regulations, failure to
comply fully with any such regulations could result in the imposition of
penalties, fines or sanctions that could have a material adverse effect on the
Company's financial condition and results of operations. In addition, the
Company is subject to regulation by the Board of Pharmacy in each state where
the ProstaSeed product is sold.

    The Medicare and Medicaid Anti-Fraud and Abuse Amendments to the federal
Social Security Act (the "Federal Anti-Kickback Law") proscribe the offering,
payment, solicitation or receipt of remuneration (including any kickback, bribe
or rebate), directly or indirectly, overtly or covertly, in cash or in kind, for
(i) the referral of patients or arranging for the referral of patients to
receive services for which payment may be made in whole or in part under a
"federal health care program" (defined generally as "any plan or program that
provides health benefits, whether directly, through insurance, or otherwise,
which is funded directly, in whole or in part, by the United States Government"
other than the Federal Employees Health Benefits Program, and certain state
health care programs), or (ii) the purchase, lease, order or arranging for the
purchase, lease or order of any good, facility, service or item for which
payment may be made under a federal or state health care program. Limited "safe
harbor" regulations define a narrow scope of practices that will be exempted
from federal prosecution or other enforcement action under the Federal
Anti-Kickback Law, but those do not cover a wide range of activities frequently
engaged in among hospitals and physicians and other third parties. Activities
that fall outside the safe harbor rules are not necessarily illegal, although
they may be subject to increased likelihood of scrutiny, investigation or
prosecution. The Federal Anti-Kickback Law contains both criminal and civil
sanctions that are enforced by the Office of Inspector General ("OIG") of DHHS
and the United States Department of Justice (the "DOJ"). Civil sanctions may
include, among others, exclusion from participation in the Medicare and state
health care programs and civil money penalties.

    Congress made sweeping changes to various health care fraud provisions in
the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"). HIPAA
called upon the Secretary of DHHS to establish a program aimed at controlling
fraud and abuse. HIPAA also expanded the criminal laws and sanctions to
strengthen the enforcement capabilities of the federal government in attempting
to prevent health care fraud and abuse. HIPAA has increased the risk of fraud
investigations. For example,

                                       11
<PAGE>
HIPAA expanded fraud and abuse sanctions to all "federal health care programs",
other than the Federal Employees Health Benefits Program. HIPAA called for
additional potential penalties and sanctions, including increased monetary
penalties and the exclusion of (i) individuals with direct or indirect ownership
or controlling interest in a sanctioned entity if the individual knows or should
know of the action constituting the basis for the conviction or exclusion of the
entity and (ii) officers or managing employees of the entity. HIPAA also created
a federal crime of health care fraud that applies to anyone who knowingly and
willfully executes, or attempts to execute, a scheme or artifice to defraud any
health care benefit program affecting commerce, including any public or private
plan or contract, under which any medical benefit, item or service is provided
to any individual.

    The Balanced Budget Act of 1997 ("BBA") expanded the sanctions under the
Federal Anti-Kickback Law to include civil monetary penalties up to $50,000 for
each prohibited act and up to three times the total amount of remuneration
offered, paid, solicited or received, without regard to whether a portion of
such remuneration was offered, paid, solicited or received for a lawful purpose.
The BBA also further expanded anti-fraud funding, revised the resource-based
relative value scale system and called for the United States government to trim
the growth of federal spending on Medicare by $115.1 billion and Medicaid by
$13 billion over the subsequent five years. Although the Balanced Budget
Refinement Act of 1999 reformed certain provisions of the BBA, the Company does
not anticipate that its effects will significantly curb the impact of the BBA
provisions on the Company.

    Certain states have also enacted similar illegal remuneration statutes that
apply to healthcare services reimbursed by private insurance, not just those
reimbursed by a federal or state health care program. In certain instances, the
state statutes provide that any arrangement falling in a federal safe harbor
will be immune from scrutiny under the state statutes. This is a matter of state
law and must be reviewed on a state-by-state basis. The Company believes that it
is acting in compliance in all material respects with all such state laws.

    There is ever-increasing scrutiny by federal and state law enforcement
authorities (including OIG and DHHS), the courts and Congress of arrangements
between health care providers and potential referral sources to ensure that the
arrangements are not designed as a mechanism to exchange remuneration for
patient care referrals and opportunities. Law enforcement authorities, the
courts and Congress have demonstrated a willingness to look behind the
formalities of an entity's structure to determine the underlying purpose of
payments between health care providers and potential referral sources.
Enforcement actions have increased, as evidenced by recent federal court
decisions and activities initiated by the OIG, and, generally, courts have taken
a broad interpretation of the scope of the Federal Anti-Kickback Law. Some
courts have held that the Federal Anti-Kickback Law may be violated if merely
one purpose of a payment arrangement is to induce future referrals regardless of
whether there are other, legitimate purposes.

    Because of such increased scrutiny and such broad interpretations, the
Federal Anti-Kickback Law and similar state laws could limit the manner in which
the Company conducts its business. There can be no assurance that any additional
safe harbor regulations will be promulgated or that they will provide protection
for any of the Company's activities. Although the Company seeks to structure its
practices to comply with the Federal Anti-Kickback Law and similar state laws,
no assurance can be given regarding compliance in any particular factual
situation.

    Another federal provision, the physician self-referral and payment
prohibition (commonly referred to as the "Stark law"), generally forbids, absent
qualifying for one of the exceptions, a physician from making referrals for the
furnishing of any "designated health services", for which payment may be made
under the Medicare or Medicaid programs, to any entity with which the physician
(or an immediate family member) has a "financial relationship". A "financial
relationship" under the Stark law includes any direct or indirect "compensation
arrangement" with an entity for payment of any remuneration, and any direct or
indirect "ownership or investment interest" in the entity. The Stark law became
effective in January 1992 for clinical laboratory services ("Stark I") and in
January 1995 for ten

                                       12
<PAGE>
other designated health services ("Stark II"). Final Stark I regulations became
effective in August 1995. Stark II proposed regulations were published in
January 1998. In January 2001, the Health Care Financing Administration ("HCFA")
published the first portion of the final Stark II regulations in the FEDERAL
REGISTER as a final rule with 90-day comment period ("Phase I"). Phase I
addresses only those sections of the Stark II statute that (i) describe the
prohibition on certain physician referrals, (ii) provide for the general
exceptions to both ownership and compensation arrangements and (iii) discuss the
definitions and special rules section of the statute. In addition, Phase I
introduces several new final regulatory exceptions. Phase I is not effective
until January 4, 2002, except for a single provision regarding compensation by a
home health agency to a physician. HCFA has stated that the delay in the
effective date is intended to allow individuals and organizations sufficient
time to restructure their current arrangements to come into compliance with
Phase I of the regulations. Nonetheless, HCFA cautions that until the final
regulations are effective, the Stark statute, "in its entirety, remains in full
force and effect with respect to all" designated health services. In addition,
on January 20, 2001, President Bush announced a regulatory review plan, which
has the effect of delaying for 60 days the effective dates of any of the Clinton
administration's regulatory actions that were published, but had not taken
effect as of January 20, 2001, including Phase I. Until the comments regarding
Phase I are addressed and until Phase II is published, the content of the final
regulations and the steps, if any, the Company may need to take to be in
compliance with the Stark law remain uncertain. Penalties for violating the
Stark law include denial of payment for any service rendered by an entity in
violation of the prohibition, civil money penalties or exclusion from the
Medicare and Medicaid programs.

    The Stark law provisions also include specific reporting requirements
providing that each entity furnishing covered items or services must provide the
Secretary of DHHS with certain information concerning its ownership, investment
and compensation arrangements. The information must be provided in such form,
manner and times as the Secretary of DHHS specifies. Reportable information
includes the identification of all physicians who have a financial relationship
with the entity. The Secretary of DHHS has deferred indefinitely these reporting
requirements pending the Secretary's development of implementation procedures
and a streamlined reporting system. Failure to adhere to these reporting
requirements, once effective, may subject the entity to significant civil
monetary penalties.

    A number of states, including New York and California, have enacted similar
prohibitions to the Stark law, which cover all referrals, not just Medicare and
Medicaid business. These very restrictive state laws prohibit submission of
claims for payment for prohibited referrals and provide for the imposition of
civil monetary and criminal penalties. The Stark law and similar state
provisions are very broad in scope and the agencies responsible for their
investigation and prosecution have considerable discretion. Although the Company
seeks to structure its practices to comply with applicable provisions of the
Stark law and similar state laws, it is unable to predict how these laws may be
applied or interpreted in the future, or whether the federal government or
states in which the Company operates will enact more restrictive legislation or
restrictions that could affect the Company's operations under certain
circumstances.

    The Federal Civil False Claims Act ("the Civil False Claims Act") generally
prohibits the knowing filing of a false or fraudulent claim for payment to the
United States government, the knowing use of a false record or statement to get
a false or fraudulent claim paid by the United States government and conspiracy
to defraud the United States by getting a false or fraudulent claim allowed or
paid. Penalties under the Civil False Claims Act include treble damages plus
civil money penalties of not less than $5,000 or more than $10,000 for
violations occurring on or before September 29, 1999 and not less than $5,500
and not more than $11,000 for violations occurring after September 29, 1999, for
each such claim filed. The Civil False Claims Act also authorizes private
citizens with knowledge of the filing of false claims to bring an action under
the Act in the name of the United States. Such actions, commonly known as QUI
TAM or "whistleblower" lawsuits, are filed under seal and are served only upon
the United

                                       13
<PAGE>
States so that the government can investigate the allegations and determine
whether to take over the conduct of the litigation itself or to permit the QUI
TAM plaintiff to conduct the litigation on his or her own. In such actions, the
defendant is not notified of the lawsuit until after the government has
determined whether or not it will take over the litigation, or unless the United
States seeks the court's permission to discuss the case with the defendant,
usually for the purposes of settlement discussions. The QUI TAM plaintiff is
entitled to a share of any recovery ultimately received by the United States.

    Federal law also includes criminal false claims provisions. The criminal
provisions generally prohibit, among other things (i) false claims, i.e.,
knowingly or willfully making or causing to be made any false statement or
representation of material fact in any claim or application for benefits under a
federal health care program, (ii) false statements, i.e., knowingly and
willfully making or causing to be made, or inducing or causing to be induced,
the making of any false statements of material facts with regard to an
institution's compliance with conditions of participation for the purposes of
certification, and (iii) failure to refund, knowingly and with fraudulent
intent, Medicare and Medicaid funds that were not properly paid. Criminal
violations are punishable by up to five years in prison and fines up to $500,000
for each offense.

    In July 1998 and March 1999, the Company received Civil Investigative
Demands ("CIDs") from the DOJ issued under the Civil False Claims Act concerning
allegations that the Company may have submitted false claims in connection with
bills for services submitted to Medicare and other federal insurance programs,
submitted false statements in support of false claims or conspired to submit
false claims to government officials in connection with bills for services
submitted to Medicare and other federal insurance programs by, among other
things, bundling tests, billing for medically unnecessary tests and upcoding. In
February 2001, the Company reached a tentative agreement with the DOJ to settle
matters covered by the DOJ investigation pursuant to which UroCor would refund
the various programs a total of $8.5 million by paying $6.0 million at the
consummation of the settlement and the remaining balance of $2.5 million
pursuant to a promissory note payable in equal annual installments over three
years bearing interest at a rate of 7% per annum. In March 2001, the Company and
the DOJ amended this term of the tentative settlement to provide that the
Company would refund the various programs a total of $9.0 million, all payable
at the closing of the final settlement agreement. Pursuant to the current other
principal terms of the tentative agreement, the proposed settlement would cover
Company liabilities to the federal government and state insurance programs with
respect to the matters under investigation through December 31, 2000, would
settle matters covered by the investigation without any admission by the Company
of any wrongdoing in connection with such matters and would require UroCor to
operate under a corporate integrity agreement for a period of time to be
determined as part of the final settlement agreement. Determination of the final
terms and consummation of the tentative settlement are subject to certain
judicial and governmental approvals and the negotiation and approval of the
specific provisions of the final settlement agreement and the contemplated
corporate integrity agreement.

    In the event the Company and the DOJ were unable to consummate the proposed
settlement, no assurances may be given regarding the resolution of the DOJ
investigation, and the Company is unable to predict its impact, if any, on the
Company. If the DOJ or, if applicable, any other plaintiff were to pursue and
prevail on matters that may arise from this investigation, any judgment
resulting from such litigation or any administrative penalties, including,
without limitation, significant recoupment of funds or civil or criminal penalty
or exclusion from federal and state health care programs potentially resulting
from such proceedings could have a material adverse effect on the financial
condition and results of operations of the Company.

    In February 1999, in connection with the Company's efforts to structure its
practices to comply with applicable laws, the Company approved and commenced the
implementation of a Compliance Program for the detection and prevention of
violations of applicable laws and other standards of conduct and policies
adopted by the Company. The Company's program is based in part on the model

                                       14
<PAGE>
compliance plan for clinical laboratories published by the OIG and on other
model and actual compliance plans adopted by other companies. In an effort to
monitor and improve the Company's program, the Company also engaged third-party
consultants to review the program. Although the Company endeavors to implement
and operate an effective compliance program, no assurances may be given
regarding the effectiveness of the program in the detection or prevention of any
particular violation or compliance in any particular factual situation.

    Any exclusion or suspension from participation in the Medicare program or
certain state programs, any loss of licensure or accreditation or any inability
to obtain any required license or permit, whether arising from any action by
DHHS or any state or any other regulatory authority, would have a material
adverse effect on the Company's business. Any significant civil monetary or
criminal penalty resulting from such proceedings could have a material adverse
effect on the Company's financial condition and results of operations.

    The laws of many states prohibit physicians from sharing professional fees
with non-physicians and prohibit non-physician entities, such as the Company,
from practicing medicine (including pathology) and from employing physicians to
practice medicine (including pathology). The laws in most states regarding the
corporate practice of medicine have been subjected to limited judicial and
regulatory interpretation. Although the Company seeks to structure its practices
to comply with these laws, no assurance may be given with regard to such matters
and there can be no assurance that future interpretations of such laws will not
require structural or organizational modifications of the Company's existing
business.

    Pursuant to the federal Occupational Safety and Health Act, laboratories
have a general duty to provide a work place for their employees that is safe
from hazard. The United States Occupational Safety and Health Administration
("OSHA") has issued rules relevant to certain hazards that are found in the
laboratory. In addition, OSHA issued a standard in 1992 applicable to protection
of workers from blood-borne pathogens. Failure to comply with this standard
relating to blood-borne pathogens, other applicable OSHA rules or with the
general duty to provide a safe work place could subject an employer, including a
laboratory employer such as the Company, to substantial fines and penalties.

THIRD-PARTY REIMBURSEMENT

    In 1998, 1999 and 2000, the Company received approximately 46%, 46% and 52%,
respectively, of its revenue from services performed principally for
beneficiaries of the Medicare program. Under federal law and regulation, for
most of the services performed for Medicare beneficiaries, the Company must
accept reimbursement from Medicare as payment in full, subject to applicable
co-payments and deductibles. From time to time, federal budget legislation has
instituted changes in Medicare's fee schedule relating to reimbursement for
laboratory services, which constitute a significant portion of the services
furnished by the Company. Other legislative proposals have been made that, if
enacted, could have an adverse effect on reimbursement of laboratory services.
In addition, a significant portion of the services furnished by the Company are
characterized for the purposes of the Medicare program as physician pathology
services that are reimbursed by Medicare based on a methodology known as
resource-based relative value scale ("RBRVS"). In 1997, Congress revised the
RBRVS system and changed the manner in which fees are updated. This change and
any future changes to the RBRVS system could have an adverse effect on the
Company's Medicare reimbursement for physician pathology services. Medicare
increased reimbursement rates effective January 1, 2001 for many of the
physician pathology services that UroCor provides, while Medicare rates for most
other laboratory services provided by UroCor were unchanged to slightly
decreased. Congress may consider significant changes in Medicare reimbursement
for clinical laboratory services. There can be no assurance as to how such
changes, if enacted, would affect the Company.

    Reimbursement rates for some services of the type or similar to the type
performed by the Company have been established by Medicare and some third-party
payors, but have not been

                                       15
<PAGE>
established for all services or by all insurance carriers with respect to any
particular service. Although substantially all of the Company's typical,
non-investigational services receive reimbursement at various rates or on a
case-by-case basis, some of the services that the Company may provide in the
future may not be approved by Medicare or some other third-party payors and
reimbursement rates on such services cannot be predicted. The Company cannot
collect from Medicare or any other third-party payor for services not approved
by them for reimbursement. Approval by Medicare or other federal agencies does
not assure approval by other third-party payors. Most third-party payors,
including Medicare, do not reimburse for services that they determine to be
experimental, investigational or otherwise not reasonable and necessary for
diagnosis or treatment of an illness or injury. Formal coverage determinations
are made, however, with respect to relatively few new procedures. When such
determinations do occur for Medicare purposes, they most commonly are made by
the local Medicare carrier that processes claims for reimbursement within the
carrier's geographic jurisdiction. Such determinations are limited in
application to that carrier's geographic jurisdiction, meaning that there are
often multiple rules that the Company must follow pertaining to a single issue.
Medicare may retroactively audit and review its prior payments to the Company,
and may determine that certain of those payments must be returned. The Medicare
carrier also may impose prepayment review on some or all claims for payment
before reimbursing the Company. With respect to other third-party payors, a
positive coverage determination, or reimbursement without such determination, by
one or more third-party payors does not assure reimbursement by other
third-party payors. Significant disapprovals of payment for any of the Company's
services by various carriers, reductions or delays in the establishment of
reimbursement rates and carrier limitations on the coverage of the Company's
services or the use of the Company as a service provider could have a material
adverse effect on the Company's results of operations and financial condition.

INTELLECTUAL PROPERTY

    The Company has entered into a variety of license and option agreements with
academic centers and biotechnology companies covering technologies it believes
may be of utility in the future in improving urologic disease management. Most
of these arrangements provide the Company exclusive worldwide commercial rights
in all human diagnostics and several also provide the option for therapeutic
applications.

    The Company licenses patents and seeks patents when appropriate on
discoveries and inventions concerning new technologies, products and
improvements as part of its ongoing research, development and marketing efforts.
While the Company believes these technologies and any patent protection which
may become available should help the Company improve its competitive position in
its market, the Company is not dependent on any such patents and does not expect
to become dependent on patents in the future.

    The Company attempts to protect its proprietary products by relying on trade
secrets and on non-disclosure and confidentiality agreements. The Company
requires its employees, consultants, outside scientific collaborators and
sponsored researchers and other advisors to execute confidentiality agreements
upon the commencement of employment or consulting or other relationships with
the Company. There can be no assurance that these agreements will provide
meaningful protection for any of the Company's trade secrets in the event of
unauthorized use or disclosure of such information.

    The Company intends to seek copyright protection when appropriate for any
information systems products it may develop.

    The Company has registered the service marks UROCOR-Registered Trademark-,
THE UROLOGY COMPANY-Registered Trademark-, UROCOR LABS(SM), THE UROLOGICAL
CHOICE-TM-, PROSTASEED-Registered Trademark-(), UROSAVANT(SM),
LITHOSAVANT-Registered Trademark-, SEXTANTPLUS(SM), UROSTONE(SM),
UROSCORE-Registered Trademark- and CYTOLOGYPLUS(SM) with the United States
Patent and Trademark Office.

                                       16
<PAGE>
ENVIRONMENTAL MATTERS

    The Company is subject to federal, state and local laws, regulations and
policies governing the use, generation, manufacture, storage, air emission,
effluent discharge, handling and disposal of certain materials, biological
specimens and wastes. Although the Company believes that it has complied in all
material respects with these laws, regulations and policies and has not been
required to take any action to correct any noncompliance, there can be no
assurance that the Company will not be required to incur significant costs to
comply with environmental and health and safety regulations in the future.

    The Company's research and development activities involve the controlled use
of hazardous materials, including certain hazardous chemicals and infectious
biological specimens. Although the Company believes that its safety procedures
for handling and disposing of such materials comply with the standards
prescribed by state and federal regulations, the risk of accidental
contamination or injury from these materials cannot be eliminated. In the event
of such an accident, the Company could be held liable for any damages that
result and any such liability could exceed the resources of the Company.

EMPLOYEES

    At December 31, 2000, the Company had 352 full-time and 16 part-time
employees, of which 130 were employed in diagnostic services operations and
support, 26 at Mills Biopharmaceuticals, 111 in sales and marketing, 9 in
scientific research and development, and 92 in general and administrative. At
December 31, 2000, the Company employed, full time, 7 persons with M.D. degrees
and 3 persons with Ph.D. degrees.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

    This Annual Report on Form 10-K includes "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. All statements
other than statements of historical facts included in this Report, including
without limitation, statements regarding the Company's financial position,
business strategy, products, products under development, markets, budgets and
plans and objectives of management for future operations, are forward-looking
statements. Although the Company believes that the expectations reflected in
such forward-looking statements are reasonable, it can give no assurance that
such expectations will prove to have been correct. Important factors that could
cause actual results to differ materially from the Company's expectations are
disclosed in statements set forth under "Cautionary Statements" and elsewhere in
this Report, including, without limitation, in conjunction with the
forward-looking statements included in this Report. All subsequent written and
oral forward-looking statements attributable to the Company, or persons on its
behalf, are expressly qualified in their entirety by the Cautionary Statements
and such other statements.

CAUTIONARY STATEMENTS

    IN ADDITION TO THE OTHER INFORMATION IN THIS ANNUAL REPORT ON FORM 10-K, THE
FOLLOWING FACTORS SHOULD BE CONSIDERED CAREFULLY IN EVALUATING THE COMPANY. SEE
ALSO "--SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS".

    RISKS ASSOCIATED WITH MANAGEMENT OF GROWTH.  Over the last several years,
the Company has experienced substantial growth and expanded its operational
capabilities. The Company also intends to develop further and expand its
therapeutic products business and to offer additional information services
products. This growth and expansion has placed, and will continue to place, a
significant strain on the Company's management, production, technical, financial
and other resources. To date, the Company primarily has experience in managing a
diagnostics service business. There can be no assurance that the Company will be
able to manage successfully the operation and expansion of its therapeutics or
information services businesses.

                                       17
<PAGE>
    POTENTIAL FLUCTUATIONS IN OPERATING RESULTS.  The Company's quarterly and
annual operating results are affected by a wide variety of factors, many of
which are outside the Company's control, which have in the past and could in the
future materially and adversely affect revenue, operating expenses and income.
These factors include seasonality, the quantities and timing of specimens
received, competitive pricing pressures, reimbursement changes, availability and
cost of diagnostic supplies, availability and cost of logistic and delivery
services, changes in the mix of products sold, timing and costs of new product
and technology introductions by the Company or its competitors, retention and
expansion of the sales force and timing of payments from Medicare and other
third-party payors. The Company relies principally upon Federal Express, UPS and
Airborne Express for inbound and outbound shipping of specimens and kits for its
diagnostics operations; any disruption in the availability of such logistics and
delivery services could have a material adverse effect on the Company's
operating results. The need for continued investment in research and development
and expansion of its product lines could limit the Company's ability to reduce
expenses quickly. As a result of these factors, the Company's operating results
may continue to fluctuate in the future.

    UNCERTAINTIES RELATED TO GOVERNMENT REGULATION AND ENFORCEMENT.  As a
provider of health care related services, the Company is subject to extensive
and frequently changing federal, state and local laws and regulations governing
licensure, billing, financial relationships, referrals, conduct of operations,
purchase of existing businesses, cost-containment, direct employment of licensed
professionals by business corporations and other aspects of the Company's
business relationships. The various types of regulatory activity affect the
Company's business by controlling its growth, restricting licensure of the
business entity or by controlling the reimbursement for services provided. The
Company cannot predict the timing or impact of any changes in such laws and
regulations or their interpretations by regulatory bodies, and no assurance can
be given that any such changes will not have a material adverse effect on the
Company's financial condition and results of operations.

    Existing federal laws governing federal health care programs, including
Medicare, as well as some state laws, regulate certain aspects of the
relationship between health care providers, including the Company, and their
referral sources, including physicians, hospitals and other facilities. The
Federal Anti-Kickback Law and the Stark law generally prohibit providers and
others from soliciting, offering, receiving or paying, directly or indirectly,
any remuneration in return for either making a referral for a service or item or
purchasing, ordering or leasing a service or item, and prohibit physicians,
subject to certain exceptions, from making such referrals to certain entities in
which they have an investment interest or with which they have a compensation
arrangement. Violation of these prohibitions is punishable by disallowance of
submitted claims, civil monetary penalties and criminal penalties and/or
exclusion from Medicare and other federally funded programs. The federal
government has expanded its investigative and enforcement activities in these
areas. The federal government also has become more aggressive recently in
examining billing by laboratories and other health care providers, and in
seeking repayments and even penalties based on how the services were billed
(e.g. the billing codes used), regardless of whether carriers had furnished
clear guidance on this subject.

    In July 1998 and March 1999, the Company received Civil Investigative
Demands ("CIDs") from the DOJ issued under the Civil False Claims Act concerning
allegations that the Company may have submitted false claims in connection with
bills for services submitted to Medicare and other federal insurance programs,
submitted false statements in support of false claims or conspired to submit
false claims to government officials in connection with bills for services
submitted to Medicare and other federal insurance programs by, among other
things, bundling tests, billing for medically unnecessary tests and upcoding. In
February 2001, the Company reached a tentative agreement with the DOJ to settle
matters covered by the DOJ investigation pursuant to which UroCor would refund
the various programs a total of $8.5 million by paying $6.0 million at the
consummation of the settlement and the remaining balance of $2.5 million
pursuant to a promissory note payable in equal annual installments over three
years bearing interest at a rate of 7% per annum. In March 2001, the Company and
the DOJ amended this term of the tentative settlement to provide that the
Company would refund the

                                       18
<PAGE>
various programs a total of $9.0 million, all payable at the closing of the
final settlement agreement. Pursuant to the current other principal terms of the
tentative agreement, the proposed settlement would cover Company liabilities to
the federal government and state insurance programs with respect to the matters
under investigation through December 31, 2000, would settle matters covered by
the investigation without any admission by the Company of any wrongdoing in
connection with such matters and would require UroCor to operate under a
corporate integrity agreement for a period of time to be determined as part of
the final settlement agreement. Determination of the final terms and
consummation of the tentative settlement are subject to certain judicial and
governmental approvals and the negotiation and approval of the specific
provisions of the final settlement agreement and the contemplated corporate
integrity agreement.

    In the event the Company and the DOJ were unable to consummate the proposed
settlement, no assurances may be given regarding the resolution of the DOJ
investigation, and the Company is unable to predict its impact, if any, on the
Company. If the DOJ or, if applicable, any other plaintiff were to pursue and
prevail on matters that may arise from this investigation, any judgment
resulting from such litigation or any administrative penalties, including,
without limitation, significant recoupment of funds or civil or criminal penalty
or exclusion from federal and state health care programs potentially resulting
from such proceedings could have a material adverse effect on the financial
condition and results of operations of the Company.

    The Company's diagnostic laboratory operations currently are required to be
certified or licensed under CLIA, the Medicare and Medicaid programs and various
state and local laws. In some instances, the Company is also subject to
licensing or regulation under federal and state laws relating to the handling
and disposal of medical specimens, infectious and hazardous waste and
radioactive materials, as well as to the safety and health of laboratory
employees. Although the Company seeks to structure its practices to comply with
such laws and regulations, no assurances can be given regarding compliance in
any particular factual situation. The possible sanctions for failure to comply
with these licensing provisions or regulations may include denial of the right
to conduct business, significant fines and criminal penalties. Any exclusion or
suspension from participation in the Medicare program or certain state programs,
any loss of licensure or accreditation or any inability to obtain any required
license or permit, whether arising from any action by DHHS or any state or any
other regulatory authority, would have a material adverse effect on the
Company's business. Any significant civil monetary or criminal penalty resulting
from such proceedings could have a material adverse effect on the Company's
financial condition and results of operations.

    Additionally, with the acquisition of Mills Biopharmaceuticals, the
manufacturer of its ProstaSeed product, the Company now is subject to regulation
by the United States Environmental Protection Agency, the NRC and other federal,
state and municipal regulatory agencies for the hazardous waste generated
through the Mills Biopharmaceuticals manufacturing facility. Such waste is
segregated and disposed of through hazardous waste transporters. Although the
Company believes that it is currently in compliance in all material respects
with applicable environmental regulations, failure to comply fully with any such
regulations could result in the imposition of penalties, fines or sanctions that
could have a material adverse effect on the Company's financial condition and
results of operations. In addition, the Company is subject to regulation by the
Board of Pharmacy in each state where the ProstaSeed product is sold.

    While the Company currently knows of no plans that the FDA has to require
FDA approval of assays developed by laboratories for in-house use, the FDA has
in the past considered drafting guidelines for such regulation. If in the future
the FDA were to issue guidelines for the clinical laboratory market sector, such
guidelines might require the Company to meet certain FDA medical device approval
requirements for the Company's in-house assays. Such regulations, if enacted in
a way that affects the Company, would increase the cost of development and
approval of new products, slow their introduction to the market and could have a
material adverse effect on the Company's financial

                                       19
<PAGE>
condition and results of operations. Additionally, FDA regulations require that
in some circumstances involving in-house assays, laboratories are required to
indicate that the assay has not been cleared by the FDA. There can be no
assurance that such disclosure will not have an adverse impact on reimbursement
of the Company's diagnostic laboratory tests.

    The FDA currently regulates a number of the products that the Company
purchases from third parties for use in its diagnostic services. The
manufacturers of such products are responsible for compliance with FDA
regulations relating to such products. There can be no assurance, however, that
action by the manufacturers or by the FDA would not impair the Company's ability
to obtain and offer certain services. The unavailability of certain services and
materials used in the Company's diagnostics business would have a material
adverse effect on the Company's financial condition and results of operations.

    The FDA currently regulates products that the Company licenses or otherwise
acquires from third parties for distribution or marketing by the Company. The
manufacturers of such products are responsible for compliance with the approval
and marketing regulations of the FDA. The ability of third parties to address
their FDA regulatory issues is outside the Company's control. Failure of such
third parties to address their FDA regulatory matters adequately could have a
material adverse effect on the Company's financial condition and results of
operations.

    The FDA currently also regulates the sale, manufacturing, labeling and
record-keeping of the therapeutic products that the Company currently
manufactures and markets and that it may market in the future. Failure to comply
with applicable requirements could have a material adverse effect on the
Company. In addition, most users of the Company's ProstaSeed product are
required to possess licenses issued by the state in which they reside or by the
NRC. The Company has received 510(k) marketing clearance from the FDA and NRC
approval for the ProstaSeed product. Future discovery of previously unknown
problems may result in restrictions on a product's marketing, or withdrawal of
the product from the market. The commercial distribution in the United States of
any new products developed by the Company will be dependent upon obtaining the
prior approval or clearance of the FDA and/or other regulatory agencies, which
can take many years and entail significant costs.

    UNCERTAINTIES RELATED TO THIRD-PARTY REIMBURSEMENT.  The Company typically
bills governmental programs such as Medicare and other third-party payors such
as private insurance and managed care plans for its products and services. Such
third-party payors are increasingly negotiating prices with the goal of lowering
reimbursement rates, which may result in lower profit margins for the Company.
Reimbursement rates have been established for most but not all of the services
performed by the Company. The Company cannot collect from Medicare or other
third-party payors for services that those payors have not approved for
reimbursement. The Company routinely bills for direct reimbursement for both
medical services and products. As is common with all suppliers of medical
services and devices, there is a certain amount of variability with respect to
reimbursement among third party payor sources. There can be no assurance that
any new products the Company currently has under development will be accepted
for reimbursement by Medicare or other third party payors. Such uncertainty
makes the amount and timing of such products' reimbursement difficult to
predict, which potentially subjects the Company to reimbursement risks with
respect to accounts receivable. Furthermore, Medicare and other third party
payors have, on occasion, ceased reimbursement when certain tests are ordered
for patients with certain diagnoses while maintaining reimbursement when those
tests are ordered for other diagnoses deemed appropriate by the carrier. This
practice has recently become more prevalent with respect to Medicare. Medicare
may retroactively audit and review its payments to the Company and may determine
that certain payments for services must be returned.

    Medicare reimbursement amounts for brachytherapy products, such as
ProstaSeed, are currently significantly less than for an alternative treatment,
a radical prostatectomy. Although brachytherapy requires less physician time
than a radical prostatectomy, lesser reimbursement amounts, combined with
physician familiarity with a radical prostatectomy, may provide disincentives
for urologists to perform

                                       20
<PAGE>
brachytherapy. Current or future limitations on reimbursement by Medicare or
Medicaid or other third party payors for prostate cancer treatment could
materially adversely affect the market for the ProstaSeed product and there can
be no assurance that such reimbursement will continue at rates that enable the
Company to maintain prices at levels sufficient to realize an appropriate
profit. The occurrence of any such factors could have a material adverse effect
on the results of operations and financial condition of the Company.

    POTENTIAL HEALTH CARE REFORM.  From time to time, the public and federal
government focus significant attention on reforming the health care system in
the United States. In 1997, Congress enacted the BBA that effected numerous
changes to the Medicare and Medicaid programs that could affect health care
providers, including clinical laboratories. The 1997 act also revised the
resource-based relative value scale system that could affect health care
providers that offer physician pathology services. These 1997 changes and any
future changes in Medicare and other third-party payor reimbursement which may
result from health care reform or deficit reduction legislation will likely
continue the downward pressure on prices. A number of other legislative
proposals have been introduced in Congress and state legislatures in recent
years that would effect major reforms of the health care system and otherwise
reduce health care spending. In addition, HCFA has made a number of proposals
regarding the payment and coverage of clinical laboratory services including the
development of national coverage policies. Because of the uncertainties
surrounding the nature, timing and extent of any such reimbursement changes,
audits and reform initiatives, the Company is unable to predict the effects of
any such matters on the Company.

    DEPENDENCE ON CERTAIN PRODUCT LINES.  A significant portion of the Company's
revenue has been, and is expected to continue to be, dependent upon the
Company's prostate tissue analysis and bladder cellular analysis product lines.
Any negative event related to these product lines, such as increased
competition, pricing pressures, reimbursement changes and clinical or
technological obsolescence, would have a material and adverse effect on the
Company's financial condition and results of operations.

    NO ASSURANCE OF ACCESS TO AND DELIVERY OF NEW DIAGNOSTIC TECHNOLOGY.  The
markets for the Company's diagnostic products and services are characterized by
rapidly changing technology, frequent new product introductions and enhancement
and, therefore, rapid product obsolescence. There can be no assurance the
Company will be able to identify new products, trends or opportunities, develop
and bring to market new products, respond effectively to new technological
changes or product announcements by others, develop or obtain access to advanced
materials and technologies or receive commercial acceptance for its products.

    UNCERTAINTIES RELATED TO THE REGULATORY REVIEW OF THERAPEUTIC PRODUCTS.  The
Company has a collaboration agreement with Bioniche Life Sciences, Inc., for a
therapeutic product for use in treating interstitial cystitis, a painful
condition of the bladder. Pursuant to the agreement, Bioniche is responsible for
obtaining approvals from the FDA for marketing the therapeutic product in the
United States. The Company can give no assurance that approval will be obtained.

    NO ASSURANCE OF SUCCESSFUL MARKETING ARRANGEMENTS FOR THERAPEUTIC
PRODUCTS.  The Company conducts marketing activities for therapeutic products.
The Company currently has acquired distribution rights for one therapeutic
product. The Company has entered into marketing and distribution agreements with
other product distributors for sales of the Company's ProstaSeed product. These
agreements can be terminated by either party. While the Company has previous
experience marketing four other therapeutic products, there can be no assurance
that the Company's future efforts will be successful or that the other product
distributors' efforts will be successful. UroCor's future therapeutics marketing
efforts are dependent, in part, upon acquiring, licensing and co-promoting
additional pharmaceuticals from others. Other companies, including those with
substantially greater resources, are competing with UroCor for the rights to
such products. There can be no assurance that UroCor will be able to acquire,
license or co-promote additional pharmaceuticals on acceptable terms, if at all.
The

                                       21
<PAGE>
failure to acquire, license, co-promote or market commercially successful
pharmaceuticals could have a material adverse effect on the Company's financial
condition and results of operations. There can be no assurance that, once it has
obtained rights to a pharmaceutical product and committed to payment terms,
UroCor will be able to generate sales sufficient to create a profit or otherwise
avoid a loss on such product. Additionally, the Company has not previously
marketed to the radiation oncology and medical oncology markets that are being
pursued for sales of the Company's ProstaSeed product, and there can be no
assurance that the Company will be successful in these marketing and sales
efforts.

    In addition, the Company is and will be dependent on third-party
manufacturers to produce the products that are the subject of the Company's
marketing and distribution agreements. If such manufacturers are unable to
produce the products, produce adequate quantities or produce them in a manner
that is compliant with all regulatory requirements, the Company's marketing and
distribution agreements are subject to termination and potential liabilities
that could have a material and adverse effect on the Company's financial
condition and results of operations. In addition, in the case of the Company's
ProstaSeed product, the Company has been manufacturing this therapeutic product
for only approximately 12 months and there can be no assurance that the Company
will be able to produce quantities effectively or in a manner compliant with all
regulatory requirements.

    POTENTIAL THERAPEUTICS PRODUCT LIABILITY OR RECALL.  UroCor intends to
increase its marketing of therapeutic products; if the Company is successful in
these efforts, it will face increasing exposure to product liability claims in
the event that the use of any of its therapeutic products is alleged to have
resulted in adverse effects. Such risks will exist even with respect to those
products that receive regulatory approval for commercial sale. While UroCor has
taken, and intends to continue to take, what it believes are appropriate
precautions, there can be no assurance that it will avoid significant product
liability exposure or product recalls. UroCor currently has product liability
insurance; however, there can be no assurance that the level or breadth of any
insurance coverage will be sufficient to cover potential claims. There can be no
assurance that adequate insurance coverage will be available in the future at
acceptable costs, if at all, or that a product liability claim or recall would
not have a material adverse effect on the Company's financial condition and
results of operations.

    UNCERTAINTIES RELATED TO ACCOUNTS RECEIVABLE.  Virtually all of the
Company's diagnostic services are rendered on a fee-for-service basis.
Accordingly, the Company assumes the financial risk related to collection,
including potential inability to collect accounts, long collection cycles for
accounts receivable, difficulties in gathering complete and accurate billing
information and delays attendant to reimbursement by third-party payors, such as
governmental programs, private insurance plans and managed care organizations.
At times, the Company's accounts receivable have increased at a rate greater
than revenue growth and, therefore, have affected the Company's cash flow from
operations. In addition, in 1998, the Company determined that it had not sent
invoices timely to certain patients, primarily managed care patients, for
certain co-pays, deductibles and other amounts relating principally to services
rendered in 1998. In December 1998, the Company commenced collection efforts for
certain of these amounts. As a result of delay in sending such invoices, the
Company had difficulty in its related collection efforts. During the second
quarter of 1999, the Company discontinued certain managed care and payor related
marketing programs and identified significantly aged segments of its accounts
receivable for which the likelihood of collectibility was doubtful and recorded
an additional provision. The Company has previously taken steps to implement
systems and processing changes intended to improve billing procedures and
related collections results and, in response to the unsent invoices, it has
undertaken additional initiatives to further improve claims efficiencies and
collections results, in addition to assessing the ultimate collectibility of
outstanding balances. While the Company's management believes it has made
progress by reorganizing and streamlining its accounts receivable and billing
functions, and the Company maintains what it believes to be an adequate
allowance for doubtful accounts, there can be no assurance that the Company's
ongoing assessment of accounts receivable will

                                       22
<PAGE>
not result in the need for additional provision for doubtful accounts. Such
additional provision could have a material adverse affect on the Company's
results of operations.

    RISKS ASSOCIATED WITH INVESTMENTS IN MANAGEMENT INFORMATION SYSTEMS.  The
Company has been and expects to continue investing in the development of
information-based capabilities and services which it plans to introduce or use
in the future related to the clinical management of urologists' patients. The
Company has developed and introduced, on a limited basis, disease outcomes
reporting capabilities in two disease states. Further development and delivery
of these new services may require substantial additional investment and
represents an expansion of the type of services the Company presently provides
to urologists. There can be no assurance that any future revenues directly or
indirectly from these services will be sufficient to cover or otherwise justify
the costs of development and introduction.

    RISKS ASSOCIATED WITH DEVELOPMENT OF DATABASES.  The confidentiality of
patient medical records is subject to considerable regulation by the state and
federal governments. Most state and federal laws and regulations govern both the
disclosure and the use of confidential patient medical record information.
Legislation and regulations governing the dissemination and use of medical
record information are being proposed continually at both the state and federal
levels. Virtually all states have enacted laws governing the confidentiality of
health information. At the federal level, the Secretary of the DHHS has
published two final regulations in the area of health information that could
have significant effects on the operations of health care providers, including
the Company. The first regulation, published in August 2000, governs electronic
transactions and health information, and adopts standards for eight types of
transactions and their code sets, including health care payment and remittance
advice. The second regulation, published in December 2000, establishes the first
federal privacy regulation regarding the use and disclosure of personal health
information, and will apply to most health care providers, health insurers and
health care clearinghouses. This regulation restricts the manner in which
covered health care entities may use and disclose health information, and allows
patients greater access to their medical records. If the Company is found to
have violated any law or regulation with regard to the privacy, security,
confidentiality, dissemination or use of a patient's health information, it
could be liable for damages or civil or criminal penalties. On February 26,
2001, DHHS announced that due to an administrative oversight, the effective date
of the final privacy regulations was delayed until April 14, 2001. This means
that covered entities generally will have until April 14, 2003 to come into
compliance with the requirements of the new regulations. The Company believes
that it complies in all material respects with all applicable state and federal
laws and regulations governing the confidentiality, dissemination and use of
medical record information. There can be no assurance, however, that differing
interpretations of existing laws and regulations or the adoption of new laws and
regulations would not have a material adverse effect on the ability of the
Company to obtain or use patient information which, in turn, could have a
material adverse effect on the Company's plans to develop and market its urology
disease information database and related treatment. The Company intends to
continue to monitor and review the interpretation and enactment of laws and
regulations which affect the Company's plans to develop and market its urology
disease information database. In addition, the American Medical Association (the
"AMA") has issued an opinion to the effect that a physician who does not obtain
a patient's consent to the disclosure of the patient's medical record
information violates the AMA's ethical standards. While the AMA's opinions are
not law, they may influence the willingness of physicians to obtain patient
consents or to disclose patient medical information to the Company and thus
could have a material adverse effect on the Company's plans to develop and
market its urology disease information database.

    UNCERTAINTIES RELATED TO MANAGED CARE.  Managed care organizations are
gaining increasing control over access to health care and payment for an
increasing number of patients with urologic diseases. There can be no assurance
that the Company will be able to maintain its existing contracts with managed
care organizations or that it will be able to obtain additional contracts with
such organizations in the future which could preclude the Company from serving
large groups of patients in certain

                                       23
<PAGE>
markets. The Company has experienced increasing pricing pressure from managed
care organizations, and such pressure is expected to continue. There can be no
assurance that such pricing pressure and any contract restrictions will not have
a material adverse effect on the Company's financial condition and results of
operations. In addition, the Company is focused on the field of urology, and
managed care providers tend to contract exclusively with companies that serve a
wider breadth of the healthcare market. There can be no assurance that the
Company will be able to overcome this managed care trend. If the Company is
unable to become an approved participating provider under certain managed care
programs that cover a number of patients of any particular physician, that
physician, to simplify purchasing and billing, may elect to use a competitor of
UroCor that is approved by such managed care organizations for all of the
physician's needs, regardless of whether other patients are covered by Medicare
or other third party payors. The loss of business from key urologists and their
patients could have a material adverse affect on the Company's financial
condition and results of operations.

    UNCERTAINTIES RELATED TO PATENTS AND PROPRIETARY RIGHTS.  While UroCor's
success does not depend on its ability to obtain patents, there can be no
assurance that it can operate without infringing upon the proprietary rights of
others. UroCor has licenses or license rights to certain United States patent
and patent applications. On UroCor's own patent applications, there can be no
assurance that patents, United States or foreign, will be obtained, or that, if
issued or licensed, they will be enforceable or will provide substantial
protection from competition or be of commercial benefit, or that UroCor will
possess the financial resources necessary to enforce or defend any of its patent
rights. Federal court decisions establishing legal standards for determining the
validity and scope of patents in the field are in transition. There can be no
assurance that the historical legal standards surrounding questions of validity
and scope will continue to be applied or that current defenses as to issued
patents in the field will offer protection in the future. UroCor must also avoid
infringing patents issued to competitors and must maintain technology licenses
upon which certain of its current products are, or any future products under
development might be, based. Litigation, which could result in substantial cost
to the Company, may be necessary to enforce its patent and license rights or to
determine the scope and validity of proprietary rights of third parties. If any
of UroCor's products are found to infringe upon patents or other rights owned by
third parties, it could be required to obtain a license to continue to utilize
or market such products. There can be no assurance that licenses to such patent
rights would be made available to the Company on commercially reasonable terms,
if at all. If UroCor does not obtain such licenses, it could encounter delays in
marketing affected products or be precluded from marketing them at all.

    COMPETITIVE PRESSURES.  The industry in which the Company's diagnostics
business operates is characterized by intense competition with many different
types of competitors including specialty laboratories, diagnostic kit and
instrumentation manufacturers, local, regional and national pathology services,
hospital laboratories and general reference clinical laboratories. Many of the
Company's competitors are significantly larger and have significantly greater
financial, technical and administrative resources than the Company; many also
have long established relationships with the Company's current and prospective
customers and with managed care organizations. There can be no assurance that
the Company will be able to compete successfully with such entities in the
marketing of products and services and in the acquisition of new technologies.

    Many companies, including large pharmaceutical firms with financial and
marketing resources and development capabilities substantially greater than
those of UroCor, are engaged in developing, marketing and selling therapeutic
products that compete with the drugs and devices offered or planned to be
offered by the Company. The selling prices of such products frequently decline
as competition increases. Further, other products now in use or under
development by others may be more effective than UroCor's current or future
products. The industry is characterized by rapid technological change, and new
or presently competing products may prevent the Company's products from gaining
sufficient market share to attain profitability. As a result of increasing
competition in marketing to urologists, the

                                       24
<PAGE>
Company's ability to attract and retain sales representatives and management may
also affect its ability to compete in the marketing of both diagnostic services
and therapeutics. There can be no assurance that the Company will be able to
compete successfully in marketing therapeutic products.

    SOURCES AND AVAILABILITY OF RAW MATERIALS.  The Company is dependent upon a
limited number of outside unaffiliated suppliers for its radioisotopes. To date,
the Company has been able to obtain the required radioisotopes for its products.
The Company believes that it will be able to continue to obtain required
radioisotopes from these or other sources, although there can be no assurance
thereof. The delay or unavailability of radioisotopes could have a material
adverse effect on the Company's production and sales levels and consequently
upon its financial condition and results of operations.

    ACCESS TO CAPITAL.  Historically, the Company's growth has required, and any
future growth will require, significant amounts of working capital. Although the
Company believes that existing capital resources will be adequate to fund its
current level of operations and implement its currently planned growth strategy,
there may be circumstances or new business opportunities that would require the
Company to seek additional resources. There is no assurance that the Company
would be able to obtain such financing on acceptable terms.

    POSSIBLE VOLATILITY OF STOCK PRICE OF COMMON STOCK.  There has been a
history of significant volatility in the market prices for shares of companies
engaged in the health care and biotechnology fields, and the market price of the
shares of the Company's Common Stock may be highly volatile. Factors such as
fluctuations in the Company's quarterly revenues and operating results,
announcements of technological innovations or new analytical services by the
Company and its competitors and changes in third-party reimbursement and
governmental regulation may have a significant effect on the market price of the
Common Stock. In addition, any regulatory announcements or action with respect
to the DOJ investigation, or the current tentative settlement of certain matters
covered by the DOJ investigation, could have a negative impact on the market
price of the Common Stock pending and regardless of the ultimate outcome of any
matter under investigation.

ITEM 2.  PROPERTIES.

    The Company leases approximately 102,000 square feet of administration,
sales and marketing, operations and research and development space in Oklahoma
City, Oklahoma. The lease term expires in December 2013, subject to early
termination provisions. The Company has rights of first refusal to lease
additional space in the rest of the 122,000 square foot building as well as a
purchase option on the building. The Company believes that its leased facilities
are adequate for its current needs and that suitable, additional space will be
available on acceptable terms for the foreseeable future.

ITEM 3.  LEGAL PROCEEDINGS.

    In July 1998 and March 1999, UroCor received Civil Investigative Demands
from the United States Department of Justice (the "DOJ") concerning certain
allegations against the Company. The Company has reached a tentative settlement
with the DOJ regarding these matters. These matters are discussed in more detail
in Item 1. Business--Government Regulation and --Cautionary Statements--
Uncertainties Related to Government Regulation and Enforcement.

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

    None.

                                       25
<PAGE>
                                    PART II

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

MARKET FOR THE COMMON STOCK

    The Company's Common Stock is listed on the Nasdaq National Market under the
symbol "UCOR". The table below sets forth the high and low sales prices of the
Common Stock in each quarter of 1999 and 2000, and the first quarter of 2001
through March 28, 2001, as reported by The Nasdaq Stock Market. The quotations
reflect inter-dealer prices, without retail mark-down or commission, and may not
represent actual transactions.

<TABLE>
<CAPTION>
                                                   1999                  2000                   2001
                                                PRICE RANGE           PRICE RANGE           PRICE RANGE
                                            -------------------   -------------------   --------------------
                                              HIGH       LOW        HIGH       LOW        HIGH        LOW
                                            --------   --------   --------   --------   --------   ---------
<S>                                         <C>        <C>        <C>        <C>        <C>        <C>
First Quarter(1)..........................     6 1/2      4 5/16     8 5/16     3 3/4      12 3/16         7
Second Quarter............................     5 7/8      3          5 1/4      3 3/8      --             --
Third Quarter.............................     5 1/4      3 1/2      8 13/16    4 3/8      --             --
Fourth Quarter............................     4 1/4      2 3/4      9 1/4      5 17/32    --             --
</TABLE>

------------------------

(1) Through March 28, 2001.

    As of March 28, 2001, the last sales price per share of the Common Stock, as
reported by The Nasdaq Stock Market, was $8 15/16.

    As of March 28, 2001, the Company's 9,864,363 shares of Common Stock
outstanding were held by 83 stockholders of record and approximately 2,300
beneficial stockholders.

    DIVIDEND POLICY

    UroCor has not paid a cash dividend to its holders of Common Stock and does
not anticipate paying cash dividends to the holders of its Common Stock in the
foreseeable future. Under the General Corporation Law of the State of Delaware,
a corporation's board of directors may declare and pay dividends only out of
surplus or current net profits.

    USE OF PROCEEDS

    The effective date of the registration statement for the Company's initial
public offering of Common Stock and for which the following information
regarding use of proceeds is being disclosed was May 16, 1996, and the
Securities and Exchange Commission file number assigned to the registration
statement was 333-3182.

                                       26
<PAGE>
    From the effective date of the registration statement through December 31,
2000, the following table identifies the purposes and amounts of the net
proceeds from the offering paid directly or indirectly to others:

<TABLE>
<S>                                                           <C>
Construction of plant, building and facilities..............  $       --
Purchase and installation of machinery and equipment........   6,953,252
Purchases of real estate....................................          --
Acquisition of other business(es)...........................          --
Repayment of indebtedness...................................   2,375,404
Working capital.............................................   3,641,287

TEMPORARY INVESTMENTS:
  Short-term commercial paper...............................     874,712
  Long-term corporate and treasury notes....................          --
  Cash equivalents..........................................          --

OTHER PURPOSES:
  Development and expansion of diagnostic product line......   6,231,192
  Development of information products and services and
    urologic disease databases..............................   2,897,130
  Development of therapeutic product line...................   7,634,746
  Development and expansion of clinical and research
    laboratories and laboratory information system..........   3,942,136
</TABLE>

    None of the net proceeds have been paid directly or indirectly to directors,
officers, general partners or their associates, to persons owning 10% or more of
any class of equity securities or other affiliates.

                                       27
<PAGE>
ITEM 6.  SELECTED FINANCIAL DATA.

    The following table sets forth certain selected financial data of UroCor for
each of the years in the five-year period ended December 31, 2000, derived from
the Company's audited financial statements. This information should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the Financial Statements and Notes thereto
included elsewhere in this Annual Report on Form 10-K.

<TABLE>
<CAPTION>
                                                            YEAR ENDED DECEMBER 31,
                                              ----------------------------------------------------
                                                1996       1997       1998       1999       2000
                                              --------   --------   --------   --------   --------
                                                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                           <C>        <C>        <C>        <C>        <C>
STATEMENT OF OPERATIONS DATA:
  Revenue...................................  $ 26,522   $32,952    $ 47,606   $ 45,508   $ 52,622
Operating expenses:
  Direct cost of services and products......     9,966    12,574      19,263     18,650     19,826
  Selling, general and administrative
    expenses................................    12,735    16,822      22,999     25,113     27,790
  Research and development..................     2,448     2,225       1,953      1,609      1,370
  Special Charges...........................        --        --       8,206      7,410     10,290
                                              --------   -------    --------   --------   --------
    Total operating expenses................    25,149    31,621      52,421     52,782     59,276
                                              --------   -------    --------   --------   --------
  Income (loss) from operations.............     1,373     1,331      (4,815)    (7,274)    (6,654)
                                              --------   -------    --------   --------   --------
Other income (expense)......................       990     1,484         821        854        675
                                              --------   -------    --------   --------   --------
Income (loss) before income taxes...........     2,363     2,815      (3,994)    (6,420)    (5,979)
                                              --------   -------    --------   --------   --------
Income tax benefit..........................        --     1,437       1,518      2,311      1,159
                                              --------   -------    --------   --------   --------
Net income (loss)...........................  $  2,363   $ 4,252    $ (2,476)  $ (4,109)  $ (4,820)
                                              ========   =======    ========   ========   ========
Basic net income (loss) per common
  share(1)..................................  $    .27   $   .42    $   (.24)  $   (.41)  $   (.50)
                                              ========   =======    ========   ========   ========
Weighted average common and common
  equivalent shares outstanding(1)..........     8,731    10,203      10,402      9,903      9,690
                                              ========   =======    ========   ========   ========
Diluted net income (loss) per common
  share(1)..................................  $    .24   $   .38    $   (.24)  $   (.41)  $   (.50)
                                              ========   =======    ========   ========   ========
Weighted average common and common
  equivalent shares outstanding--assuming
  dilution(1)...............................     9,832    11,053      10,402      9,903      9,690
                                              ========   =======    ========   ========   ========
</TABLE>

<TABLE>
<CAPTION>
                                                                  DECEMBER 31,
                                              ----------------------------------------------------
                                                1996       1997       1998       1999       2000
                                              --------   --------   --------   --------   --------
                                                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                           <C>        <C>        <C>        <C>        <C>
BALANCE SHEET DATA:
Cash and marketable investments.............  $ 33,475   $25,606    $ 19,204   $ 11,054   $ 12,491
Working capital.............................    34,910    37,389      34,447     21,620     13,382
Total assets................................    50,270    54,452      53,320     42,162     51,329
Long-term liabilities.......................       659       218           9         --      1,239
Accumulated deficit.........................   (11,991)   (7,739)    (10,215)   (14,324)   (19,144)
Total stockholders' equity..................    45,687    50,755      48,835     37,874     35,106
</TABLE>

------------------------

(1) Computed on the basis described in Note 2 to the Financial Statements.

                                       28
<PAGE>
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.

    The following discussion and analysis should be read in conjunction with the
Financial Statements and Notes thereto included elsewhere in this Annual Report
on Form 10-K. Special Note: Certain statements set forth below constitute
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended.
See "Business--Special Note Regarding Forward-Looking Statements".

OVERVIEW

    UroCor markets a comprehensive range of integrated products and services
directly to urologists and managed care organizations to assist in detecting,
diagnosing, treating and managing prostate cancer, bladder cancer, and kidney
stone and other complex urologic disorders. The Company's primary focus is
helping urologists improve patient care and outcomes while reducing the total
cost of managing these diseases.

    During the year ended December 31, 2000, the Company derived approximately
97% of its revenue from diagnostic products and services that UroCor Labs-TM-
provides to the urology market to assist in the diagnosis, prognosis and
management of prostate cancer, bladder cancer and kidney stones disease. The
Company recognizes revenue when products are sold or services are rendered. The
Company typically bills various third-party payors for its products and
services, such as private insurance, managed care plans and governmental
programs (e.g., Medicare), as well as individual patients and physicians. For
the year ended December 31, 2000, approximately 52%, 37%, 7% and 4% of the
Company's diagnostic revenue was attributable to Medicare, private insurance and
managed care, individual patients, and physicians and hospitals, respectively.

    During the year ended December 31, 2000, the Company derived approximately
3% of its revenue from initial sales of two therapeutic products, ProstaSeed and
PACIS BCG. ProstaSeed is a UroCor-branded line of radiation implants (also
referred to as "seeds") used in brachytherapy for early stage prostate cancer
that received regulatory approval for marketing in January 2000. The Company
began marketing PACIS BCG, a therapeutic product used in treating certain types
of bladder cancer, in June 2000. In February 2001, as a result of the inability
of the manufacturer of the product to provide UroCor with adequate supplies of
the product, the Company and the manufacturer agreed to terminate the Company's
distribution agreement for the product. The Company intends to pursue and
acquire new therapeutic products for marketing to its clients.

                                       29
<PAGE>
RESULTS OF OPERATIONS

    The following table sets forth certain operating data expressed as a
percentage of revenue for each period indicated:

<TABLE>
<CAPTION>
                                                                  YEAR ENDED DECEMBER 31,
                                                            ------------------------------------
                                                              1998          1999          2000
                                                            --------      --------      --------
<S>                                                         <C>           <C>           <C>
Revenue...............................................       100.0%        100.0%        100.0%
Operating expenses:
  Direct cost of services and products................        40.5          41.0          37.7
  Selling, general and administrative expenses........        48.3          55.2          52.8
  Research and development............................         4.1           3.5           2.6
  Special charges.....................................        17.2          16.3          19.6
                                                             -----         -----         -----
    Total operating expenses..........................       110.1         116.0         112.7
                                                             -----         -----         -----
Loss from operations..................................       (10.1)        (16.0)        (12.7)
Other income..........................................         1.7           1.9           1.3
                                                             -----         -----         -----
Net loss before income taxes..........................        (8.4)        (14.1)        (11.4)
Income taxes..........................................         3.2           5.1           2.2
                                                             -----         -----         -----
Net loss..............................................        (5.2)%        (9.0)%        (9.2)%
                                                             =====         =====         =====
</TABLE>

YEAR ENDED DECEMBER 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 1999

    REVENUE.  Revenue increased 15.6%, from approximately $45.5 million in 1999
to approximately $52.6 million in 2000.

    Diagnostic services revenue increased 18.9% for 2000 resulting primarily
from the Company's price increases effective January 1, 2000 and August 14, 2000
and an increase in Medicare's reimbursement allowance for most of the Company's
tests effective January 1, 2000. The Company's price increases and the increase
in Medicare reimbursement allowance resulted in an increase of approximately
$9.7 million in revenue for 2000 compared to 1999. This increase was partially
offset by a 13.9% decrease in case volume for 2000 compared to 1999. Diagnostic
volumes declined during 2000 primarily as the result of the elimination of
certain managed care related marketing programs during the second quarter 1999
and related collection efforts, in addition to the revision of pricing on other
contractual programs during the first quarter of 2000 that resulted in the loss
of some clients and decreased product usage from other clients. The Company's
client base at the end of 2000 was approximately 2,425 urologists of which 45%
used two or more products compared to 2,650 urologists at the end of 1999 of
which 47% used two or more products.

    Therapeutic products revenue decreased 36.4% from approximately
$2.5 million for 1999 to approximately $1.6 million for 2000 principally due to
the termination on December 31, 1999 of a co-promotion agreement with a product
manufacturer. Such termination resulted in a one-time fee of $500,000, which was
included in therapeutic products revenue for 1999. The Company's marketing of
ProstaSeed and PACIS BCG accounted for substantially all of the therapeutic
products revenue for 2000. In February 2001, the Company and the manufacturer of
the Company's PACIS BCG product, terminated the Company's distribution
agreement. Therapeutic products revenue in subsequent periods is contingent upon
the successful manufacturing and marketing of ProstaSeed and the future
acquisition of rights, the development of and the obtaining of appropriate
United States Food and Drug Administration (the "FDA") or other regulatory
approvals for, any other therapeutic products that could be marketed by the
Company.

    DIRECT COST OF SERVICES AND PRODUCTS.  As a percentage of revenue, direct
cost of products and services decreased to 37.7% for 2000 from 41.0% for 1999.
In the aggregate, direct costs of services

                                       30
<PAGE>
and products increased 6.3% from approximately $18.6 million in 1999 to
approximately $19.8 million in 2000.

    Direct costs for diagnostic services, as a percentage of revenue, decreased
to 33.7% for 2000 from 41.6% for 1999. The Company's price increases discussed
above in "Revenue" contributed to these decreased percentages, along with shifts
in volume mix towards the Company's higher margin tests. In the aggregate,
direct costs for diagnostic services decreased 3.8%, from approximately
$17.9 million in 1999 to approximately $17.2 million for 2000. These decreases
were primarily related to the decreases in case volumes, as discussed above in
"Revenue", offset by increases in personnel costs related to initial data and
specimen processing and increases in inbound and outbound shipping costs.

    Direct costs for therapeutic products for 2000 were comprised of the
manufacturing and overhead costs related to ProstaSeed and direct costs related
to PACIS BCG. These direct costs exceeded the related revenue by 63.6% for 2000.
In aggregate, the direct costs for therapeutic products were approximately
$2.6 million for 2000. Attainment of positive gross profit margins for the
Company's ongoing ProstaSeed marketing efforts is contingent upon increasing
sales volumes, which in turn is dependent on the efforts and results of the
Company's product distributors. Direct costs for therapeutic products for 1999
consisted primarily of an allocation of the Company's sales force costs for the
co-promotion of two cancer products pursuant to an agreement that terminated at
December 31, 1999. In the aggregate, these direct costs were approximately
$787,000 for 1999. This allocation of costs ended with the termination of the
agreement at year-end 1999.

    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  As a percentage of revenue,
selling, general and administrative expenses decreased to 52.8% for 2000 from
approximately 55.2% in 1999. In the aggregate, selling, general and
administrative expenses increased 10.7%, from approximately $25.1 million for
1999 to approximately $27.8 million for 2000. The increase in selling, general
and administrative expenses was due principally to increased costs related to
personnel, marketing and information systems for the Company's therapeutic
products of approximately $872,000, an increase in the provision for doubtful
accounts of $1.8 million related to revenue growth and the absence of an
allocation of the sales force to direct costs similar to the allocation for 1999
of approximately $765,000, offset by a decrease in recruiting and relocation
costs of approximately $244,000 related to the filling of several key management
positions in 1999, a decrease in travel expenses of approximately $362,000
related to cost-saving measures by the sales force and a decrease in
depreciation and amortization of approximately $439,000.

    RESEARCH AND DEVELOPMENT.  As a percentage of revenue, research and
development expenses decreased to 2.6% for 2000 from 3.5% for 1999. In the
aggregate, research and development costs decreased 14.9% from approximately
$1.6 million in 1999 to approximately $1.4 million in 2000. The decrease in
expenses was due primarily to the Company's focus on strategic projects that
have been judged to have the highest potential of being commercialized, which
has resulted in overall lower base research and development program costs.

    SPECIAL CHARGES.  In the fourth quarter of 2000, the Company recognized
special charges of approximately $10.3 million related to a tentative settlement
with the United States Department of Justice ("DOJ") concerning its
investigation into the Company's billing practices as a participant in various
federal and state insurance programs for the period 1992 through 1998. The
special charges represent a contemplated refund of $9.0 million, in addition to
related legal fees and other costs of approximately $1.3 million.

    During the second quarter of 1999, the Company recognized special charges
related primarily to two items, first, approximately $3.9 million related to the
termination of certain managed care related marketing programs and the
identification of significantly aged segments of its accounts receivable for
which the likelihood of collectibility was doubtful, and, second, the launching
of an information systems initiative to increase productivity, decrease costs
and more efficiently collect billings. As a result of this

                                       31
<PAGE>
new focus for information systems, the Company restructured its information
systems function and terminated certain existing systems and internal software
development projects, resulting in approximately $2.9 million in asset
write-offs and approximately $226,000 in severance and outplacement costs.
Additionally, the Company settled claims with two former clients of the
Company's former Urology Support Services ("USS") business, which the Company
exited in late 1998. These settlements totaled approximately $348,000 in excess
of amounts that had been accrued in 1998. The aggregate charges for these three
items totaled approximately $7.4 million for 1999. The following table sets
forth the effects of the special charges on UroCor's operating income for 1999
and 2000.

<TABLE>
<CAPTION>
                                                                 YEAR ENDED          YEAR ENDED
                                                              DECEMBER 31, 1999   DECEMBER 31, 2000
                                                              -----------------   -----------------
<S>                                                           <C>                 <C>
Operating loss, as reported.................................     $(7,273,684)        $(6,653,815)
Operating income, excluding special charges.................         136,093           3,636,120
</TABLE>

    OTHER INCOME (EXPENSE).  Interest income, net of interest expense decreased
21.2%, from approximately $852,000 in 1999 to approximately $671,000 in 2000.
This decline was due principally to decreased marketable investments compared to
1999, resulting from the use of such resources to fund the acquisition of the
manufacturer of the Company's ProstaSeed product, stock repurchases and
milestone payments for therapeutic products. The following table sets forth the
effects of the 1999 and 2000 special charges on UroCor's net income and earnings
per share for 1999 and 2000.

<TABLE>
<CAPTION>
                                                                 YEAR ENDED          YEAR ENDED
                                                              DECEMBER 31, 1999   DECEMBER 31, 2000
                                                              -----------------   -----------------
<S>                                                           <C>                 <C>
Net loss, as reported.......................................     $(4,108,847)        $(4,819,591)
Net income, excluding special charges.......................         593,822           2,672,588
Diluted loss per share, as reported.........................            (.41)               (.50)
Diluted earnings per share, excluding special charges.......             .06                 .27
</TABLE>

    The most significant contributor to the increase in the Company's adjusted
operating and net income from 1999 to 2000 set forth in the tables above was the
increase in diagnostic revenue as discussed in "Revenue" above.

    INCOME TAXES.  Income tax benefit recorded in 1999 was approximately
$2.3 million resulting in an effective 36% federal and state income tax rate.
Income tax benefit recorded for 2000 was approximately $1.2 million based upon
an effective 36.6% federal and state income tax rate, offset by a reserve taken
on a portion of the net operating loss carryforwards of 18% for a net effective
rate of 19%.

YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998

    REVENUE.  Revenue decreased 4.4%, from approximately $47.6 million in 1998
to approximately $45.5 million in 1999.

    Diagnostic services revenue increased 4.1% for 1999 resulting from 7.2%
increase in case volume and a 2.9% decrease in overall average unit price. The
main contributor to the decrease in overall average unit price was the higher
volume growth for lower priced products, including stones and microbiology, than
in most of the Company's higher priced products. The diagnostics case volume
rate of increase decreased compared to prior years primarily the result of the
elimination of certain managed care related marketing programs and related
collection efforts that resulted in the loss of some clients and decreased
product usage from other clients. The Company's client base at the end of 1999
was approximately 2,650 urologist of which 47% used two or more products
compared to 2,640 urologists at the end of 1998 of which 51% used two or more
products.

    Therapeutics product revenue decreased 57.7% from approximately
$6.0 million for 1998 to approximately $2.5 million for 1999 principally due to
a restructuring effective January 1, 1999, of the

                                       32
<PAGE>
compensation terms of the related co-promotion agreement to which such 1998 and
1999 revenues were attributable. Therapeutic product co-promotion revenue in
1999 included an early termination fee of $500,000 which became payable before
March 2000 by the manufacturer pursuant to the terms of the co-promotion
agreement. Payment of the fee was triggered by the manufacturer's delivery of
notice in September 1999 of termination, without cause, of the agreement,
effective December 31, 1999.

    DIRECT COST OF SERVICES AND PRODUCTS.  As a percentage of revenue, direct
cost of products and services increased to 41.0% for 1999 from 40.5% for 1998.
In the aggregate, direct costs of services and products decreased 4.4% from
approximately $19.3 million in 1998 to approximately $18.6 million in 1999.
Direct costs for 1998 included approximately $772,000 for non-recurring direct
costs associated with the USS business that the Company exited in late 1998. As
a percent of revenue, direct costs for 1998 excluding the direct cost associated
with USS would have been 38.8%. The increase in this percentage for 1999
compared to the adjusted 1998 period was the result of the decline in
therapeutics co-promotion revenue under the restructured terms of the
co-promotion agreement.

    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  As a percentage of revenue,
selling, general and administrative expenses increased to 55.2% for 1999 from
approximately 48.3% in 1998. In the aggregate, selling, general and
administrative expenses increased 9.3%, from approximately $23.0 million for
1998 to approximately $25.1 million in 1999. Selling, general and administrative
expenses in 1998 included approximately $526,000 for non-recurring costs
associated with the USS business that the Company exited in late 1998. The
increase in selling, general administrative expenses was due principally to
increased management personnel, and depreciation costs related to information
services and billing efforts, increased convention and meeting costs and the
incurrence of over $1.0 million related to personnel, marketing and information
systems in anticipation of the upcoming launch of the Company's ProstaSeed
product.

    RESEARCH AND DEVELOPMENT.  As a percentage of revenue, research and
development expenses decreased to 3.5% for 1999 from 4.1% for 1998. In the
aggregate, research and development costs decreased 17.6% from approximately
$2.0 million in 1998 to approximately $1.6 million in 1999. The decrease in
expenses was due primarily to elimination of non-strategic projects in the third
quarter 1998 resulting in overall lower base research and development program
costs.

    SPECIAL CHARGES.  During the second quarter of 1999, the Company recognized
special charges related primarily to two items. First, the Company terminated
certain managed care related marketing programs and identified significantly
aged segments of its accounts receivable for which the likelihood of
collectibility was doubtful. Accordingly, a provision of approximately
$3.9 million was made for these receivable balances. Second, the Company
launched an information systems initiative to increase productivity, decrease
costs and more efficiently collect billings. As a result of this new operation
focus for information systems, the Company restructured its information systems
function and terminated certain existing systems and internal software
development projects, resulting in approximately $2.9 million in asset
write-offs and approximately $226,000 in severance and outplacement costs.
Additionally, the Company settled claims with two former clients of the USS
business, which the Company exited in late 1998. These settlements totaled
approximately $348,000 in excess of amounts that had been accrued in 1998. The
aggregate charges for these three items totaled approximately $7.4 million for
1999. Aggregate special charges for 1998 were approximately $8.2 million,
including $4.7 million in accounts receivable provision, approximately
$2.2 million in exit costs related to USS and approximately $1.3 million in
non-strategic program asset write-offs, severance and other

                                       33
<PAGE>
restructuring costs. The following table sets forth the effects of the 1998 and
1999 special charges and the 1998 operating losses of USS on UroCor's operating
income for the 1998 and 1999.

<TABLE>
<CAPTION>
                                                                 YEAR ENDED          YEAR ENDED
                                                              DECEMBER 31, 1998   DECEMBER 31, 1999
                                                              -----------------   -----------------
<S>                                                           <C>                 <C>
Operating loss, as reported.................................     $(4,814,546)        $(7,273,684)
Operating income, excluding special charges and USS
  operating losses..........................................       4,520,157             136,093
</TABLE>

    OTHER INCOME (EXPENSE).  Interest income net of interest expense decreased
28.6%, from approximately $1.2 million in 1998 to approximately $852,000 in
1999. This decline was due principally to decreased cash, cash equivalents and
investments compared to 1998, resulting from the use of such resources to fund
stock repurchases and capital expenditures. Other expenses of approximately
$356,000 (the "1998 Non-recurring Expenses") was primarily due to non-recurring
charges for professional fees related to implementing the Company's stockholders
rights plan and review of an unsolicited purported acquisition offer in the
third quarter of 1998. The following table sets forth the effects of the 1998
and 1999 special charges, the operating losses of USS in 1998 and the 1998
Non-recurring Expenses on UroCor's net income and earnings per share for 1998
and 1999.

<TABLE>
<CAPTION>
                                                                 YEAR ENDED          YEAR ENDED
                                                              DECEMBER 31, 1998   DECEMBER 31, 1999
                                                              -----------------   -----------------
<S>                                                           <C>                 <C>
Net loss, as reported.......................................     $(2,476,359)        $(4,108,847)
Net income, excluding special charges, USS operating losses
  and other expenses........................................       3,531,766             593,822
Diluted loss per share, as reported.........................            (.24)               (.41)
Diluted earnings per share, excluding special charges, USS
  operating losses and other expenses.......................             .32                 .06
</TABLE>

    The most significant contributor to the decline in the adjusted operating
and net income figures from 1998 to 1999 set forth in the tables above was the
decrease in therapeutic revenue as further discussed in "Revenue" above.

    INCOME TAXES.  Income tax benefit recorded in 1998 was approximately
$1.5 million resulting in an effective 38% federal and state income tax rate.
Income tax benefit recorded for 1999 was approximately $2.3 million based upon
an effective 36% federal and state income tax rate.

QUARTERLY RESULTS OF OPERATIONS

    The following table presents the Company's results of operations for the
last 12 calendar quarters. This data is unaudited and includes, in the opinion
of the Company's management, all adjustments necessary to present fairly the
data in accordance with generally accepted accounting principles. Such quarterly
results are not necessarily indicative of future results of operations.

    The Company's quarterly operating results are affected by a wide variety of
factors, many of which are outside the Company's control, that could materially
and adversely affect revenue, operating expenses and income. These factors
include the volume and timing of cases received, seasonality related to the
timing of patient visits to the urologist's office as affected by weather and
insurance deductible status, competitive pricing pressures, availability and
cost of diagnostic supplies, changes in the mix of products sold, the timing and
results of accounts receivable collections and write-offs, the timing and costs
of new product and technology introductions by the Company or its competitors
and retention and expansion of the Company's sales force.

    The Company's results of operations for the third quarter of 1998 include
special charges of $4.7 million to increase the allowance for doubtful accounts,
$2.2 million related to USS exit costs, and $1.3 million related to
non-strategic program asset write-offs and other restructuring costs including
severance costs for workforce reduction. Results for the second quarter of 1999
include special charges

                                       34
<PAGE>
of $3.9 million to increase the allowance for doubtful accounts, $2.9 million
related to information processing initiatives and approximately $226,000
severance and outplacement costs and $348,000 related to settlements with former
USS clients. Results for the fourth quarter of 2000 include special charges of
$9.0 million related to the tentative settlement of the DOJ investigation and
related legal and other costs of $1.3 million.
<TABLE>
<CAPTION>
                                                             DOLLARS IN THOUSANDS (UNAUDITED)
                                   -------------------------------------------------------------------------------------
                                                     1998                                        1999
                                   -----------------------------------------   -----------------------------------------
                                      Q1         Q2         Q3         Q4         Q1         Q2         Q3         Q4
                                   --------   --------   --------   --------   --------   --------   --------   --------
<S>                                <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Revenue..........................  $10,614    $11,264    $11,802    $13,926    $12,277    $11,295    $11,011    $10,925
Operating Expenses:
  Direct costs of services and
    products.....................    4,436      4,951      5,045      4,831      4,796      4,899      4,531      4,423
  Selling, general and
    administrative expenses......    5,181      5,401      5,558      6,859      5,833      6,770      5,985      6,525
  Research and development.......      508        499        531        414        378        430        444        358
  Special charges................       --         --      8,206         --         --      7,410         --         --
                                   -------    -------    -------    -------    -------    -------    -------    -------
Income (loss) from operations....      489        413     (7,538)     1,822      1,270     (8,214)        51       (381)
Other income (expense)...........      336        297        (67)       254        256        187        188        223
                                   -------    -------    -------    -------    -------    -------    -------    -------
Income (loss) before income
  taxes..........................      825        710     (7,605)     2,076      1,526     (8,027)       239       (158)
Income tax benefit (expense).....     (313)      (270)     2,884       (783)      (581)     2,831        (85)       146
                                   -------    -------    -------    -------    -------    -------    -------    -------
Net income (loss)................  $   512    $   440    $(4,721)   $ 1,293    $   945    $(5,196)   $   154    $   (12)
                                   =======    =======    =======    =======    =======    =======    =======    =======
Basic earnings per share.........  $   .05    $   .04    $  (.45)   $   .12    $   .09    $  (.52)   $   .02    $   .00
Diluted earnings per Share.......  $   .05    $   .04    $  (.45)   $   .12    $   .09    $  (.52)   $   .02    $   .00

<CAPTION>
                                       DOLLARS IN THOUSANDS (UNAUDITED)
                                   -----------------------------------------
                                                     2000
                                   -----------------------------------------
                                      Q1         Q2         Q3         Q4
                                   --------   --------   --------   --------
<S>                                <C>        <C>        <C>        <C>
Revenue..........................  $12,041    $12,320    $13,028    $15,233
Operating Expenses:
  Direct costs of services and
    products.....................    4,378      4,655      5,281      5,512
  Selling, general and
    administrative expenses......    6,756      6,673      6,435      7,926
  Research and development.......      399        387        290        294
  Special charges................       --         --         --     10,290
                                   -------    -------    -------    -------
Income (loss) from operations....      508        605      1,022     (8,788)
Other income (expense)...........      147        160        148        219
                                   -------    -------    -------    -------
Income (loss) before income
  taxes..........................      655        765      1,170     (8,569)
Income tax benefit (expense).....     (249)      (306)      (478)     2,193
                                   -------    -------    -------    -------
Net income (loss)................  $   406    $   459    $   692    $(6,376)
                                   =======    =======    =======    =======
Basic earnings per share.........  $   .04    $   .05    $   .07    $  (.65)
Diluted earnings per Share.......  $   .04    $   .05    $   .07    $  (.65)
</TABLE>

LIQUIDITY AND CAPITAL RESOURCES

    As of December 31, 2000, cash, cash equivalents and marketable investments
totaled approximately $12.5 million and the Company's working capital was
approximately $13.2 million. As of December 31, 2000, the components of cash,
cash equivalents and marketable investments were cash and cash equivalents of
approximately $11.0 million, short-term marketable investments of approximately
$488,000 and long-term marketable investments of approximately $1.0 million.
Such marketable investments consisted principally of high-grade, fixed income
securities, with a maturity of less than two years.

    Accounts receivable, net of allowance for doubtful accounts, totaled
approximately $12.5 million at December 31, 2000, an increase of approximately
$1.5 million from December 31, 1999, or 13.6%. This increase was principally
attributable to increased revenue. At December 31, 2000, the Company's average
number of days sales in net diagnostics receivables was approximately 77
compared to approximately 90 at December 31, 1999.

    Virtually all of the Company's diagnostic services are rendered on a
fee-for-service basis. Accordingly, the Company assumes the financial risk
related to collection, including potential inability to collect accounts, long
collection cycles for accounts receivable, difficulties in gathering complete
and accurate billing information and delays attendant to reimbursement by
third-party payors, such as governmental programs, private insurance plans and
managed care organizations.

    The Company monitors the collection quality of its accounts receivable
through analytical review of aging categories by payor group and collections
performance. In the second quarter of 1999, the Company recorded a special
charge of $3.9 million to increase the allowance for doubtful accounts in
respect of terminating certain managed care related marketing programs and
identifying significantly aged segments of its accounts receivable for which the
likelihood of collectibility was doubtful. In 1998, the Company recorded a
special charge of $4.7 million to increase the allowance for doubtful accounts
in respect of certain accounts for which the Company determined that the cost of
additional collection efforts would exceed the expected collections. Also in
1998, the Company determined that it had not sent invoices timely to certain
patients, primarily managed care patients, for co-pay, deductible and other
amounts relating principally to services rendered in 1998. In December 1998, the
Company commenced collection efforts for certain of these amounts. The Company
has taken steps to implement systems and processing changes intended to improve
its billing procedures and related collection

                                       35
<PAGE>
results, including actions taken in respect to the unsent invoices. Partially in
response to the collection efforts undertaken by the Company for the previously
delayed invoices to patients for co-pays, deductibles and other amounts
determined in 1998, some urologists for such patients discontinued or reduced
their use of the Company's diagnostic services.

    While the Company maintains what it believes to be an adequate allowance for
doubtful accounts, there can be no assurances that the Company's ongoing
assessment of accounts receivable will not result in the need for additional
provision for doubtful accounts. Such additional provision could have an adverse
effect on the Company's financial position and results of operations.

    Operating activities provided net cash of approximately $7.5 million in 2000
compared to approximately $4.9 million for 1999. The net cash provided by
operating activities in 2000 was primarily the result of the net loss of
approximately $4.8 million and the related deferred tax benefit of approximately
$998,000, an increase in accounts receivable of approximately $1.4 million
resulting from increased revenue, more than offset by an increase in accrued
liabilities of $10.9 million resulting from the accrual of $10.3 million of
special charges in the fourth quarter, depreciation and amortization of
$3.0 million and an increase in accrued compensation of approximately $455,000.

    Net cash used in investing activities for 2000 was approximately
$2.4 million and consisted primarily of capital expenditures of approximately
$3.6 million, milestone payments due upon FDA clearance of a therapeutic product
of approximately $1.3 million, an increase in other assets of approximately
$1.0 million, payments related to the acquisition of the manufacturer of the
Company's ProstaSeed product of $650,000, and an investment in a distributor of
the Company's ProstaSeed product, net of the Company's 2000 equity interest, of
$215,000, offset by maturities of short-term marketable investments of
approximately $2.6 million and maturities of long-term marketable investments of
approximately $1.7 million.

    The Company's capital expenditures of approximately $3.6 million in 2000
were primarily for leasehold improvements, furniture and fixtures and computer
equipment and software. Of the total amount, approximately $867,000 related to
internal software development costs related primarily to installation and
customization of third-party software. While future capital expenditures will
depend upon a number of factors, the level of expenditures is expected to be
comparable to current levels as the Company expands to deliver therapeutics and
information services and continues to enhance current diagnostic services and
operational capabilities. The Company intends to finance the majority of these
capital expenditures with existing cash and investment balances and possibly
debt.

    In February 2001, the Company and the DOJ reached a tentative settlement of
the DOJ investigation into certain matters that subsequently was amended in
March 2001. Pursuant to the terms of the current tentative settlement agreement
between the Company and the DOJ, upon the consummation of execution of the final
settlement agreement and related matters, the Company will refund Medicare and
various state programs $9.0 million. In addition to any refund or similar
amount, the Company has incurred and expects to continue to incur certain
expenses relating to the investigation, including without limitation, expenses
incurred in connection with the indemnification of legal and other fees and
costs for current and past directors, officers and employees of the Company. The
Company intends to make these payments from existing cash and investment
balances.

    In December 1994, the Company obtained distribution rights to a therapeutic
product that received clearance by the FDA in February 2000 for marketing in the
United States. Prior to 2000, the Company paid a total of $1.25 million for
distribution rights in installments based on achievement of certain milestones
by the manufacturer. The Company made additional milestone payments totaling
$1.25 during 2000 after the product received clearance by the FDA for marketing
in the United States. In February 2001, the Company and the manufacturer of the
product terminated the distribution agreement; in connection therewith, the
manufacturer paid the Company $7.0 million, which resulted in a pretax profit in
excess of $4.0 million that will be recorded in the first quarter of 2001.

                                       36
<PAGE>
    In October 1997, the Company entered into a co-promotion agreement with the
manufacturer of two therapeutic products. This agreement was revised effective
January 1, 1999, and for 1999, the Company recorded revenue of approximately
$2.5 million including a non-recurring fee of $500,000 as a result of early
termination under the agreement, as compared to approximately $6.0 million
revenue for 1998. In September 1999, the manufacturer sent the Company a notice
of termination without cause and terminated the agreement effective
December 31, 1999.

    In March 2001, the Company entered into a collaborative agreement with a
manufacturer of therapeutic products giving it exclusive rights to distribute
one of the manufacturer's products in the United States. Under the terms of the
agreement, UroCor will pay an initial $750,000 in 2001 and up to an additional
$2,275,000 in milestone payments in subsequent years during the development and
potential product launch of the product. As milestones are achieved, the Company
intends to make the additional payments from existing cash and investment
balances or debt.

    The Company intends to pursue the acquisition, licensing or co-promotion of
new therapeutic products and to acquire diagnostic products or possibly existing
business. As such opportunities are identified, the Company intends to make any
related acquisition payments from existing cash and investment balances or new
debt.

    In April 1999, the Company's Board of Directors authorized the repurchase of
up to $10 million of the Company's common stock. As of December 31, 2000, the
Company had repurchased approximately $7.6 million (or approximately
1.7 million shares) of its common stock. The Company intends to fund any
additional purchases using available cash and cash flow from operations, and may
elect to supplement its cash position with new debt.

    At December 31, 2000, the Company had net operating loss carryforwards of
approximately $16.7 million available to reduce future taxable income after
considering certain annual limitations.

    The Company believes that its existing capital resources will be sufficient
to provide the funds necessary to maintain its present level of operations and
implement its currently planned growth strategy. There may be circumstances or
new business opportunities, however, that would require additional resources. In
such event, the Company may be required to seek additional financing, and there
is no assurance that the Company would be able to obtain such financing on a
timely basis or on acceptable terms.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

    Pursuant to the Company's investment policy, idle and excess funds are
invested in high grade, fixed income securities generally for no more than two
years and are classified as Available-for-Sale. Marketable securities at
December 31, 2000 consisted primarily of debt securities with maturities as long
as two years. The Company considers any net unrealized gain or loss on these
investments to be temporary, and reflects such gains or losses as a component of
stockholders' equity. As of December 31, 2000 and 1999, there were no material
net unrealized gains or losses on these investments.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

    The financial statements and supplementary financial information required to
be filed under this Item are presented on pages F-1 through F-20 of this Annual
Report on Form 10-K, and are incorporated herein by reference.

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

    None.

                                       37
<PAGE>
                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

    The information required by this item will be set forth in the Registrant's
Proxy Statement relating to the annual meeting of stockholders to be held
June 21, 2001 under the caption "Election of Directors" and "Executive
Officers", which information is incorporated herein by reference.

ITEM 11.  EXECUTIVE COMPENSATION.

    The information required by this item will be set forth in the Registrant's
Proxy Statement relating to the annual meeting of stockholders to be held
June 21, 2001 under the caption "Executive Officers and Compensation", which
information is incorporated herein by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

    The information required by this item will be set forth in the Registrant's
Proxy Statement relating to the annual meeting of stockholders to be held
June 21, 2001 under the caption "Security Ownership of Certain Beneficial Owners
and Management", which information is incorporated herein by reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

    The information required by this item will be set forth in the Registrant's
Proxy Statement relating to the annual meeting of stockholders to be held
June 21, 2001 under the caption "Certain Relationships and Related
Transactions", which information is incorporated herein by reference.

                                       38
<PAGE>
                                    PART IV

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

(A) DOCUMENTS INCLUDED IN THIS REPORT:

<TABLE>
<CAPTION>

<S>                     <C>                                                           <C>
1.                      FINANCIAL STATEMENTS PAGE
                        Index to Financial Statements...............................    F-1
                        Report of Independent Public Accountants....................    F-2
                        Consolidated Balance Sheets as of December 31, 1999 and
                          2000......................................................    F-3
                        Consolidated Statements of Operations for the years ended
                          December 31, 1998, 1999 and 2000..........................    F-4
                        Consolidated Statements of Stockholders' Equity for the
                          years ended December 31, 1998, 1999 and 2000..............    F-5
                        Consolidated Statements of Cash Flows for the years ended
                          December 31, 1998, 1999 and 2000..........................    F-6
                        Notes to the Consolidated Financial Statements..............    F-7
2.                      FINANCIAL STATEMENT SCHEDULES
                        Report of Independent Public Accountants....................    S-1
                        Schedule II--Valuation and Qualifying Accounts..............    S-2
</TABLE>

(B) REPORTS ON FORM 8-K:

    No reports on Form 8-K were filed during the quarter ended December 31,
2000.

(C) EXHIBITS:

    Exhibits designated by the symbol * are filed with this Annual Report on
    Form 10-K. All exhibits not so designated are incorporated by reference to a
    prior filing as indicated.

    Exhibits designated by the symbol + are management contracts or compensatory
    plans or arrangements that are required to be filed with this report
    pursuant to this Item 14.

    UroCor undertakes to furnish to any stockholder so requesting a copy of any
of the following exhibits upon payment to the Company of the reasonable costs
incurred by Company in furnishing any such exhibit.

<TABLE>
<CAPTION>
     EXHIBIT NO.                                DESCRIPTION
---------------------                           -----------
<C>                     <S>
    3.1                 Certificate of Incorporation, as amended (incorporated by
                          reference to Exhibit 3.1 to the Registrant's Form 10-Q for
                          the quarterly period ended September 30, 1998, filed with
                          the Commission on November 12, 1998).
    3.2                 Amended and Restated By-laws (incorporated by reference to
                          Exhibit 3.2 to the Registrant's Registration Statement on
                          Form S-1 (Reg. No. 333-3182), filed with the Commission on
                          April 3, 1996).
    4.1                 Rights Agreement dated as of August 17, 1998, between the
                          Company and American Stock Transfer & Trust Company, as
                          Rights Agent (incorporated by reference to Exhibit 4.1 to
                          the Registrant's Current Report on Form 8-K, filed with
                          the Commission on August 21, 1998).
    4.2                 Form of Rights Certificate (incorporated by reference to
                          Exhibit 4.3 to the Registrant's Current Report on
                          Form 8-K, filed with the Commission on August 21, 1998).
   10.1+                The UroCor, Inc. Second Amended and Restated 1992 Stock
                          Option Plan, as amended (incorporated by reference to
                          Exhibit 4.4 to the Registrant's Registration Statement on
                          Form S-8 (Reg. No. 333-58015), filed with the Commission
                          on June 29, 1998).
</TABLE>

                                       39
<PAGE>

<TABLE>
<CAPTION>
     EXHIBIT NO.                                DESCRIPTION
---------------------                           -----------
<C>                     <S>
   10.2                 Lease Agreement dated April 15, 1994, between Presbyterian
                          Health Foundation and UroCor, Inc. (incorporated by
                          reference to the Registrant's Registration Statement on
                          Form S-1 (Reg. No. 333-3182), filed with the Commission on
                          April 3, 1996).
   10.3                 Amendment No. 1 to the Lease Agreement dated April 15, 1994,
                          between Presbyterian Health Foundation and UroCor, Inc.
                          (incorporated by reference to the Registrant's Form 10-Q
                          for the quarterly period ended June 30, 1997, filed with
                          the Commission on August 11, 1997).
   10.4                 Amendment No. 2 dated June 16, 1998, amending the Lease
                          Agreement between Presbyterian Health Foundation, as
                          Landlord and UroCor, Inc., as Tenant dated April 15, 1994
                          (incorporated by reference to the Registrant's Form 10-Q
                          for the quarterly period ended September 30, 1998, filed
                          with the Commission November 12, 1998).
   10.5                 Amendment No. 3 dated February 1, 1999, amending the Lease
                          Agreement between Presbyterian Health Foundation, as
                          Landlord and UroCor, Inc., as Tenant dated April 15, 1994
                          (incorporated by reference to the Registrant's Form 10-K
                          for the period ended December 31, 1998, filed with the
                          Commission on March 31, 1999).
   10.6                 Amendment No. 4 dated September 28, 1999, amending the Lease
                          Agreement between Presbyterian Health Foundation, as
                          Landlord and UroCor, Inc., as Tenant dated April 15, 1994
                          (incorporated by reference to the Registrant's Form 10-K
                          for the year ended December 31, 1999, filed with the
                          Commission on March 10, 2000).
   10.7+                Employment Agreement dated September 4, 1990, between Robert
                          Veltri and UroCor, Inc. (incorporated by reference to the
                          Registrant's Registration Statement on Form S-1 (Reg.
                          No. 333-3182), filed with the Commission on April 3,
                          1996).
   10.8+*               Employment Agreement dated July 23, 1998, between Michael W.
                          George and UroCor, Inc. and amendment thereto dated
                          January 8, 2001.
   10.9+                Employment Agreement dated January 29, 1998 between Karl
                          Nigg and UroCor, Inc. (incorporated by reference to the
                          Registrant's Form 10-K for the period ended December 31,
                          1998, filed with the Commission on March 31, 1999).
   10.10+               Employment Agreement dated March 15, 1999 between Bruce C.
                          Hayden and UroCor, Inc. (incorporated by reference to the
                          Registrant's Form 10-Q for the quarterly period ended
                          March 31, 1999, filed with the Commission on May 17,
                          1999).
   10.11+               Employment Agreement dated December 17, 1999 between John L.
                          Armstrong, Jr. and UroCor, Inc. (incorporated by reference
                          to the Registrant's Form 10-K for the year ended
                          December 31, 1999, filed with the Commission on March 10,
                          2000).
   10.12+               Form of Indemnity Agreement between UroCor, Inc. and each of
                          the individuals named in Schedule 10.1 thereto
                          (incorporated by reference to the Registrant's Form 10-K
                          for the year ended December 31, 1999, filed with the
                          Commission on March 10, 2000).
   10.13+*              2000 Management Incentive Compensation Plan.
   10.14                Consulting Agreement dated effective October 26, 1999, and
                          Addendum to Agreement dated March 1, 2000 between William
                          A. Hagstrom and UroCor, Inc. (incorporated by reference to
                          the Registrant's Form 10-K for the year ended
                          December 31, 1999, filed with the Commission on March 10,
                          2000).
   10.15                Registration Rights Agreement dated June 2, 1995, among
                          UroCor, Inc. and the stockholders named therein
                          (incorporated by reference to the Registrant's
                          Registration Statement on Form S-1 (Reg. No. 333-3182),
                          filed with the Commission on April 3, 1996).
</TABLE>

                                       40
<PAGE>

<TABLE>
<CAPTION>
     EXHIBIT NO.                                DESCRIPTION
---------------------                           -----------
<C>                     <S>
   10.16+               The UroCor, Inc. 1997 Non-Employee Director Stock Option
                          Plan (incorporated by reference to the Registrant's
                          Form 10-Q for the quarterly period ended June 30, 1997,
                          filed with the Commission on August 11, 1997).
   10.17+               The UroCor, Inc. 1997 Employee Stock Purchase Plan
                          (incorporated by reference to Exhibit 4.4 to the
                          Registrant's Registration Statement on Form S-8 (Reg.
                          No. 333-58017), filed with the Commission on June 29,
                          1998).
   10.18+               UroCor, Inc. Deferred Compensation Plan (incorporated by
                          reference to the Registrant's Form 10-Q for the quarterly
                          period ended March 31, 1999, filed with the Commission on
                          May 17, 1999).
   10.19+               Form of Change In Control Agreement between UroCor, Inc. and
                          each of the individuals named and with the terms listed on
                          Schedule 10.1 thereto (incorporated by reference to the
                          Registrant's Form 10-K for the year ended December 31,
                          1999, filed with the Commission on March 10, 2000).
   23.1*                Consent of Arthur Andersen LLP.
</TABLE>

                                       41
<PAGE>
                              FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

<S>                                                           <C>
Report of Independent Public Accountants....................    F-2

Consolidated Balance Sheets as of December 31, 1999 and
  2000......................................................    F-3

Consolidated Statements of Operations for the years ended
  December 31, 1998, 1999 and 2000..........................    F-4

Consolidated Statements of Stockholders' Equity for the
  years ended December 31, 1998, 1999 and 2000..............    F-5

Consolidated Statements of Cash Flows for the years ended
  December 31, 1998, 1999 and 2000..........................    F-6

Notes to the Consolidated Financial Statements..............    F-7
</TABLE>

                                      F-1
<PAGE>
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Shareholders
of UroCor, Inc.:

    We have audited the accompanying consolidated balance sheets of
UroCor, Inc. (a Delaware corporation) as of December 31, 1999 and 2000, and the
related consolidated statements of operations, stockholders' equity and cash
flows for each of the three years in the period ended December 31, 2000. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

    We conducted our audits in accordance with auditing standards generally
accepted in the United States. 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, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
UroCor, Inc. as of December 31, 1999 and 2000, and the results of its
consolidated operations and their cash flows for each of the three years in the
period ended December 31, 2000 in conformity with accounting principles
generally accepted in the United States.

                                          ARTHUR ANDERSEN LLP

Oklahoma City, Oklahoma,
March 30, 2001

                                      F-2
<PAGE>
                                  UROCOR, INC.

                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                              DECEMBER 31,   DECEMBER 31,
                                                                  1999           2000
                                                              ------------   ------------
<S>                                                           <C>            <C>
                                         ASSETS
CURRENT ASSETS:
  Cash and cash equivalents.................................  $  5,259,218   $ 11,006,568
  Short-term marketable investments.........................     3,107,392        488,587
  Accounts receivable, net of allowance for doubtful
    accounts of $5,177,414 in 1999 and $4,130,275 in 2000...    11,032,693     12,476,454
  Prepaid expenses..........................................       824,164        565,167
  Laboratory supplies, at average cost......................       616,087        473,205
  Inventory.................................................       210,013        309,308
  Deferred tax asset, net...................................     3,817,722      2,286,619
  Other current assets......................................       782,962        760,726
                                                              ------------   ------------
    Total current assets....................................    25,650,251     28,366,634
                                                              ------------   ------------
LONG-TERM MARKETABLE INVESTMENTS............................     2,687,292        996,261
PROPERTY AND EQUIPMENT, net.................................     8,868,120     10,037,696
NON-CURRENT DEFERRED TAX ASSET, net.........................     1,842,018      4,371,456
GOODWILL, net of accumulated amortization of $155,224 in
  2000......................................................            --      3,859,336
INTANGIBLE AND OTHER ASSETS, net............................     3,114,094      3,697,979
                                                              ------------   ------------
    Total assets............................................  $ 42,161,775   $ 51,329,362
                                                              ============   ============
                          LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable..........................................  $  3,457,851   $  3,257,018
  Accrued compensation......................................       401,657        856,648
  Current installments of obligations under capital
    leases..................................................         8,454        249,679
  Accrued special charges...................................            --      9,892,432
  Other accrued liabilities.................................       162,768        728,516
                                                              ------------   ------------
    Total current liabilities...............................     4,030,730     14,984,293
DEFERRED COMPENSATION.......................................       256,810        469,855
OBLIGATIONS UNDER CAPITAL LEASES, net of current
  installments..............................................            --        594,280
NOTE PAYABLE................................................            --        175,000
                                                              ------------   ------------
    Total liabilities.......................................     4,287,540     16,223,428
                                                              ------------   ------------
COMMITMENTS (Notes 5 and 6)
STOCKHOLDERS' EQUITY:
  Convertible preferred stock, $.01 par value--authorized
    6,000,000 shares at December 31, 1999 and 2000; issued
    in series; no shares outstanding at December 31, 1999
    and 2000................................................            --             --
  Common stock, $.01 par value, authorized 20,000,000 shares
    at December 31, 1999 and 2000; 10,769,102 shares issued
    at December 31, 1999 and 11,030,131 shares issued at
    December 31, 2000.......................................       107,691        110,301
  Additional paid-in capital................................    59,265,256     59,536,736
  Common stock held in treasury at cost, 1,576,266 shares at
    December 31, 1999 and 1,194,604 shares at December 31,
    2000....................................................    (7,174,508)    (5,397,308)
  Accumulated deficit.......................................   (14,324,204)   (19,143,795)
                                                              ------------   ------------
    Total stockholders' equity..............................    37,874,235     35,105,934
                                                              ------------   ------------
    Total liabilities and stockholders' equity..............  $ 42,161,775   $ 51,329,362
                                                              ============   ============
</TABLE>

   The accompanying notes are an integral part of these consolidated balance
                                    sheets.

                                      F-3
<PAGE>
                                  UROCOR, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31,
                                                        ---------------------------------------
                                                           1998          1999          2000
                                                        -----------   -----------   -----------
<S>                                                     <C>           <C>           <C>
REVENUE...............................................  $47,606,143   $45,508,473   $52,621,765
OPERATING EXPENSES:
  Direct cost of services and products................   19,262,966    18,649,714    19,825,859
  Selling, general and administrative expenses........   22,999,559    25,113,027    27,790,103
  Research and development............................    1,952,558     1,609,639     1,369,683
  Special charges.....................................    8,205,606     7,409,777    10,289,935
                                                        -----------   -----------   -----------
    Total operating expenses..........................   52,420,689    52,782,157    59,275,580
                                                        -----------   -----------   -----------
OPERATING LOSS........................................   (4,814,546)   (7,273,684)   (6,653,815)
OTHER INCOME (EXPENSE):
  Interest, net.......................................    1,176,238       852,149       671,492
  Other...............................................     (355,820)        1,462         3,014
                                                        -----------   -----------   -----------
    Total other income, net...........................      820,418       853,611       674,506
                                                        -----------   -----------   -----------
Net loss before income taxes..........................   (3,994,128)   (6,420,073)   (5,979,309)
Income tax benefit....................................    1,517,769     2,311,226     1,159,718
                                                        -----------   -----------   -----------
NET LOSS..............................................  $(2,476,359)  $(4,108,847)  $(4,819,591)
                                                        ===========   ===========   ===========
NET LOSS PER SHARE:
Basic:
  Net Loss Per Common Share...........................  $      (.24)  $      (.41)  $      (.50)
                                                        ===========   ===========   ===========
  Weighted Average Common and Common Equivalent Shares
    Outstanding.......................................   10,402,281     9,902,643     9,689,994
                                                        ===========   ===========   ===========
</TABLE>

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

                                      F-4
<PAGE>
                                  UROCOR, INC.

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                 COMMON STOCK        COMMON STOCK   ADDITIONAL                       TOTAL
                            ----------------------     HELD IN        PAID-IN     ACCUMULATED    STOCKHOLDERS'
                              SHARES     PAR VALUE     TREASURY       CAPITAL       DEFICIT         EQUITY
                            ----------   ---------   ------------   -----------   ------------   -------------
<S>                         <C>          <C>         <C>            <C>           <C>            <C>
BALANCE AT DECEMBER 31,
  1997....................  10,345,616   $103,456             --    $58,390,646   $ (7,738,998)   $50,755,104
Stock Issuance--
  Exercise of warrants....      50,945        509             --        190,831             --        191,340
  Employee Stock Purchase
    Plan..................      33,658        337             --        192,955             --        193,292
  Exercise of stock
    options...............      62,507        625             --         66,737             --         67,362
Stock Option--
Compensation Expense......                                              104,249                       104,249
Net loss..................          --         --             --             --     (2,476,359)    (2,476,359)
                            ----------   --------    -----------    -----------   ------------    -----------
BALANCE AT DECEMBER 31,
  1998....................  10,492,726    104,927             --     58,945,418    (10,215,357)    48,834,988
Stock Issuance--
  Employee Stock Purchase
    Plan..................      30,147        302             --        116,243             --        116,545
  Exercise of stock
    options...............     246,229      2,462             --        180,455             --        182,917
Stock Option--
Compensation Expense......          --         --             --         23,140             --         23,140
Repurchase of Common
  Stock...................                            (7,174,508)                                  (7,174,508)
Net loss..................          --         --             --             --     (4,108,847)    (4,108,847)
                            ----------   --------    -----------    -----------   ------------    -----------
BALANCE AT DECEMBER 31,
  1999....................  10,769,102   $107,691     (7,174,508)   $59,265,256   $(14,324,204)   $37,874,235
Stock Issuance--
  Exercise of stock
    warrants..............      21,600        216             --         26,784                        27,000
  Employee Stock Purchase
    Plan..................      29,061        291             --        109,733             --        110,024
  Exercise of stock
    options...............     210,368      2,103             --        390,898             --        393,001
Stock Option--
Compensation Expense......          --         --             --          7,564             --          7,564
Repurchases of Common
  Stock...................          --         --       (397,100)            --             --       (397,100)
Treasury shares issued for
  acquisition.............                             2,174,300       (263,499)                    1,910,801
Net loss..................          --         --             --             --     (4,819,591)    (4,819,591)
                            ----------   --------    -----------    -----------   ------------    -----------
BALANCE AT DECEMBER 31,
  2000....................  11,030,131   $110,301    $(5,397,308)   $59,536,736   $(19,143,795)   $35,105,934
                            ==========   ========    ===========    ===========   ============    ===========
</TABLE>

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

                                      F-5
<PAGE>
                                  UROCOR, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                     YEARS ENDED DECEMBER 31,
                                                              ---------------------------------------
                                                                 1998          1999          2000
                                                              -----------   -----------   -----------
<S>                                                           <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss).........................................  $(2,476,359)  $(4,108,847)  $(4,819,591)
  Adjustments to reconcile net income (loss) to net cash
    provided by (used in) operating activities:
  Depreciation and amortization.............................    2,604,075     2,870,214     3,001,690
  Deferred income tax benefit...............................   (1,505,061)   (2,325,214)     (998,335)
  Stock option compensation expense.........................      104,249        23,140         7,564
  Deferred Compensation.....................................           --       256,810       213,045
  (Gain) loss on disposition of equipment...................           --         4,539       (71,111)
  Loss on asset write downs.................................    2,020,204     3,226,846        33,332
  Changes in current assets and liabilities:
    (Increase) decrease in accounts receivable..............   (2,333,600)    4,932,051    (1,443,761)
    Decrease in prepaid expense.............................       42,256       122,239       258,997
    (Increase) decrease in laboratory supplies..............       39,070      (157,518)      142,882
    (Increase) decrease in inventory........................     (125,232)       26,315       (99,295)
    (Increase) decrease in other current assets.............     (490,034)      282,947        22,236
    Increase (decrease) in accounts payable.................    1,226,736       (32,530)     (173,527)
    Increase (decrease) in accrued compensation.............     (261,373)       (2,787)      454,991
    Increase (decrease) in other accrued liabilities........      264,006      (209,659)   10,930,874
                                                              -----------   -----------   -----------
      Net cash provided by (used in) operating activities...     (891,063)    4,908,546     7,459,991
                                                              -----------   -----------   -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Maturities of short-term marketable investments, net......   10,639,907     2,949,768     2,618,805
  Maturities (purchases) of long-term marketable
    investments, net........................................      (99,677)     (574,959)    1,691,031
  Cash acquired in acquisition of subsidiary................           --            --        30,543
  Cash paid for acquisition of subsidiary...................           --            --      (650,000)
  Capital expenditures......................................   (5,258,767)   (4,984,080)   (3,642,505)
  Investment in distributor of ProstaSeed product, net......           --            --      (215,040)
  Milestone payments for therapeutic product................           --            --    (1,250,000)
  Intangible and other assets...............................     (262,869)     (989,889)   (1,001,677)
                                                              -----------   -----------   -----------
    Net cash provided by (used in) investing activities.....    5,018,594    (3,599,160)   (2,418,843)
                                                              -----------   -----------   -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from employee stock purchase plan................      193,292       116,545       110,024
  Proceeds from exercise of stock options...................       67,362       182,917       393,001
  Proceeds from exercise of warrants........................      191,340            --        27,000
  Repurchases of Common Stock...............................           --    (7,174,508)     (397,100)
  Principal payments under capital lease obligations and
    other indebtedness......................................     (441,435)     (209,245)      (22,994)
  Proceeds from fixed asset sale/leaseback..................           --            --       596,271
                                                              -----------   -----------   -----------
    Net cash provided by (used in) financing activities.....       10,559    (7,084,291)      706,202
                                                              -----------   -----------   -----------
Net increase (decrease) in cash and cash equivalents........    4,138,090    (5,774,950)    5,747,350
CASH AND CASH EQUIVALENTS, beginning of year................    6,896,033    11,034,123     5,259,218
                                                              -----------   -----------   -----------
CASH AND CASH EQUIVALENTS, end of period....................  $11,034,123   $ 5,259,218   $11,006,568
                                                              ===========   ===========   ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid for interest....................................  $    47,458   $    10,477   $     4,797
  Cash paid for income taxes................................  $   550,000   $   300,000   $        --
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
  ACTIVITIES:
  Current debt assumed in acquisition of subsidiary.........  $        --   $        --   $   265,740
  Long-term liabilities assumed in acquisition of
    subsidiary..............................................  $        --   $        --   $   175,000
  Issuance of 477,700 common shares in acquisition of
    subsidiary..............................................  $        --   $        --   $ 1,910,800
</TABLE>

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

                                      F-6
<PAGE>
                                  UROCOR, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                               DECEMBER 31, 2000

1.  THE COMPANY:

    UroCor, Inc. ("the Company"), a Delaware corporation, provides a broad array
of diagnostic services and markets therapeutic products and information services
to urologists and managed care organizations across the U.S. The Company assists
its customers to better manage their patients' outcomes with urologic cancers
and other complex urologic diseases.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

    (a) Use of estimates. The preparation of these financial statements in
conformity with accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual results
could differ from those estimates.

    (b) Cash Equivalents and Marketable Investments. The Company considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents. Pursuant to the Company's investment policy, idle and
excess funds are invested in high grade, fixed income securities generally for
no more than two years. These securities are classified as Available-for-Sale as
of December 31, 1999 and 2000. Marketable securities at December 31, 2000
consist primarily of debt securities with maturities as great as two years. The
aggregate cost of marketable securities at December 31, 2000 was approximately
$1.5 million. The Company considers any net unrealized gain or loss on these
investments to be temporary, and reflects such gains or losses as a component of
stockholders' equity. As of December 31, 1999 and 2000, there was not a material
net unrealized gain or loss on these investments.

    (c) Inventory. Inventories are stated at lower of cost or market using the
first-in, first-out method. Inventory costs consist primarily of products
acquired for resale.

    (d) Property and Equipment. Property and equipment are stated at cost.
Equipment under capital leases is stated at the present value of minimum lease
payments at the inception of the lease.

    Depreciation on property and equipment is calculated on the straight-line
basis over the estimated useful lives of the assets. Equipment held under
capital leases and leasehold improvements are amortized on the straight-line
basis over the shorter of the remaining lease term or the economic useful life
of the asset. The Company assesses impairment under the Financial Accounting
Standards Board Statement No. 121 "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of".

    (e) Software Development Costs. Certain internal costs for software
development relating to the Company's information services are capitalized as
property and equipment when incurred. Capitalization begins when the project
reaches technological feasibility and ceases when the product is ready for
release. Amortization of capitalized software development costs is provided over
the estimated economic life of the software, generally two to five years, using
the straight-line method. Capitalized software development costs are reviewed
internally annually for feasibility and impairment. Internal software
development costs which were capitalized to property and equipment during the
years ended December 31, 1998, 1999 and 2000 were $1,272,000, $351,000, and
$867,000, respectively.

    (f) Intangible and Other Assets. The Company has acquired options, licenses,
and distribution rights and applied for patents for various diagnostic and
therapeutic technologies or products. The costs

                                      F-7
<PAGE>
                                  UROCOR, INC.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 31, 2000

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
related to such rights are capitalized and included in intangible and other
assets in the accompanying balance sheets. Such costs are amortized over the
estimated economic life of the related technologies or products using the
straight-line method.

    (g) Goodwill. Goodwill relates to the excess of cost over the fair value of
net assets of Mills BioPharmaceuticals, Inc. acquired in April 2000. The
amortization period for goodwill was determined by the Company with
consideration given to the expected life of the current I-125 ProstaSeed product
and other potential products, as well as the potential of the brachytherapy
market. Amortization is calculated on a straight-line basis over 20 years.

    (h) Research and Development. The Company conducts research and development
activities internally and also engages scientists and clinicians at major
academic and research institutions to conduct certain product development and
clinical evaluations work for specific diagnostic products and technologies.
Contracts covering external research specify periodic payment terms and the
nature of the work required and, in some cases, may extend for a year or more.
Internal research and development costs are expensed as incurred, and external
research and development contract costs are recognized as such amounts are
payable over the contract period.

    (i) Income Taxes. Deferred income taxes are recorded, where appropriate, to
reflect the estimated future tax effects of differences between financial
statement and tax bases of assets and liabilities.

    (j) Revenue. Revenue is recognized when products are sold or services are
rendered. Revenue subject to Medicare or third-party reimbursement is recorded
at estimated reimbursable amounts. The Company receives a significant portion of
its revenue from tests performed principally for beneficiaries of the Medicare
program. In 1998, 1999 and 2000, approximately 46%, 46%, and 52%, respectively,
of the Company's revenue was derived from tests performed principally for
beneficiaries of the Medicare program. Under law and regulation, for most of the
tests performed for Medicare beneficiaries, the Company must accept
reimbursement allowed by Medicare as payment in full. The Company receives
reimbursement for substantially all of its current services at various rates or
on a case-by-case basis.

    Revenue from software licenses is recognized as license fees are earned and
from maintenance and services over the contractual period or as the services are
performed.

    (k) Net Income Per Common Share. The Company discloses earnings per share
figures basic and diluted. Diluted earnings per share reflects the effect of
dilutive securities calculated using the treasury stock method and the average
market price of common stock for each period, unless the result is antidilutive,
in which case such securities are not considered. In the period of a net loss,
the otherwise dilutive impact of outstanding stock options and warrants is
excluded from the computation of diluted earnings per share because such impact
would be antidilutive (i.e., consideration of such shares would result in a
lower diluted net loss per share in comparison to the basic net loss per share).

    (l) Accrued Compensation. Accrued compensation consists of quarterly
commissions for sales representatives (usually paid the month following the
quarter's end), bonus accruals for non-sales personnel (usually paid annually
following the end of the year) and recurring monthly accruals.

                                      F-8
<PAGE>
                                  UROCOR, INC.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 31, 2000

3.  PROPERTY AND EQUIPMENT:

    Property and equipment, stated at cost, are summarized as follows:

<TABLE>
<CAPTION>
                                                                 1999          2000
                                                              -----------   -----------
<S>                                                           <C>           <C>
Laboratory equipment........................................  $ 3,229,423   $ 3,742,784
Computer equipment and software.............................    7,073,889     8,906,821
Office furniture, equipment and improvements................    6,530,837     6,443,270
                                                              -----------   -----------
                                                               16,834,149    19,092,875
Less--Accumulated depreciation and amortization.............   (7,966,029)   (9,055,179)
                                                              -----------   -----------
                                                              $ 8,868,120   $10,037,696
                                                              ===========   ===========
</TABLE>

    The depreciable lives for property and equipment are as follow:

<TABLE>
<CAPTION>
                                                               YEARS
                                                              --------
<S>                                                           <C>
Laboratory equipment........................................  3 to 5
Computer equipment and software.............................  2 to 5
Office furniture, equipment and improvements................  3 to 10
</TABLE>

4.  INTANGIBLE AND OTHER ASSETS:

    Intangible and other assets consist of the following:

<TABLE>
<CAPTION>
                                                                 1999         2000
                                                              ----------   ----------
<S>                                                           <C>          <C>
Licenses, options, patents and trademarks...................  $  621,570   $  632,522
Less--Accumulated amortization..............................     (23,324)     (41,555)
                                                              ----------   ----------
                                                                 598,246      590,967

Marketing agreement.........................................     690,000           --
Advance payment for purchase of inventory...................     250,000           --
Distribution agreement, net of accumulated amortization.....   1,250,000    2,481,979
Investment in corporate-owned life insurance................     203,355      314,634
Investment in therapeutic distributor, net..................          --      196,080
Deposits and other..........................................     122,493      114,319
                                                              ----------   ----------
                                                              $3,114,094   $3,697,979
                                                              ==========   ==========
</TABLE>

5.  LEASES:

    The Company has used capital lease financing arrangements to acquire certain
equipment. The agreements provide for the Company to arrange for the equipment
purchase, pay the vendor and receive reimbursement from the lessor or to have
the lessor pay the vendor directly. The lease payments paid by the Company are
for three to four years and provide for repayment of the equipment cost plus an
interest charge. The Company accounts for these arrangements as capital leases
with the

                                      F-9
<PAGE>
                                  UROCOR, INC.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 31, 2000

5.  LEASES: (CONTINUED)
capital asset amortized over the lease term. At December 31, 1999 and 2000, the
gross amount of property and equipment and related amortization recorded under
capital leases was as follows:

<TABLE>
<CAPTION>
                                                                 1999         2000
                                                              ----------   ----------
<S>                                                           <C>          <C>
Laboratory equipment........................................  $1,609,490   $1,254,535
Computer equipment and software.............................     874,565    1,239,141
Office furniture and equipment..............................     574,523      572,942
                                                              ----------   ----------
                                                               3,058,578    3,066,618
Less--Accumulated depreciation and amortization.............  (3,024,297)  (2,229,860)
                                                              ----------   ----------
                                                              $   34,281   $  836,758
                                                              ==========   ==========
</TABLE>

    The Company also has noncancelable operating leases for laboratory
facilities, office space and equipment that expire over the next fourteen years,
with certain options for early termination. Rental expense for operating leases
during 1998, 1999 and 2000 approximated $1,340,000, $1,924,000 and $2,194,000,
respectively.

    Future minimum lease commitments as of December 31, 2000 are:

<TABLE>
<CAPTION>
                                                              CAPITAL     OPERATING
                                                               LEASES      LEASES
                                                              --------   -----------
<S>                                                           <C>        <C>
2001........................................................   320,958     1,567,497
2002........................................................   320,958     1,471,950
2003........................................................   295,257     1,453,201
2004........................................................        --     1,483,954
2005........................................................               1,587,994
Thereafter (laboratory and office space to 2013)............        --    11,991,641
                                                              --------   -----------
Total minimum lease payments................................   937,173   $19,556,237
                                                                         ===========
Less--Amount representing interest..........................    93,214
                                                              --------
Total obligations under capital leases......................   843,959
Less--Current installments of obligations under capital
  leases....................................................   249,679
                                                              --------
Obligation under capital leases, net of current
  installments..............................................  $594,280
                                                              ========
</TABLE>

    In April 1999, the Company relocated to a new facility. Future monthly
rentals are included in the operating lease commitments above. The lease expires
by its terms in 2013, subject to early termination provisions.

6.  COMMITMENTS AND CONTINGENCIES:

    (a) Employment Agreements. Certain key employees of the Company have entered
into arrangements regarding their terms of employment. While none of such
arrangements provide for fixed periods of employment, they do provide for
continued payment of salaries for up to twelve months following termination
without cause, aggregating approximately $824,000.

                                      F-10
<PAGE>
                                  UROCOR, INC.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 31, 2000

7.  RELATED PARTY TRANSACTIONS:

    The Company recognized rent expense totaling approximately $609,000,
$1,082,000, and $1,240,000 for 1998, 1999 and 2000, respectively, related to its
facilities which are leased from a shareholder. In management's opinion, these
transactions were conducted on terms no less favorable than those which could
have been obtained from unrelated third parties.

8.  STOCKHOLDERS' EQUITY:

    (a) Warrants. During 2000, all remaining warrants for the purchase of shares
of the Company's common stock expired. No value was attributed to these warrants
in connection with their issuances in 1994 through 1995. A summary of the
warrants is presented below:

<TABLE>
<CAPTION>
                                             1998                      1999                      2000
                                    -----------------------   -----------------------   -----------------------
                                                 EXERCISE                  EXERCISE                  EXERCISE
                                                  PRICE                     PRICE                     PRICE
                                    WARRANTS    PER SHARE     WARRANTS    PER SHARE     WARRANTS    PER SHARE
                                    --------   ------------   --------   ------------   --------   ------------
<S>                                 <C>        <C>            <C>        <C>            <C>        <C>
Outstanding, beginning of year....  291,438    $1.25 - 5.00   224,436    $1.25 - 5.00   124,436    $1.25 - 5.00
Granted...........................       --                        --                        --
Expired...........................   13,358    $       4.30   100,000    $       4.30   102,836    $       5.00
Exercised.........................   53,644    $1.25 - 5.00        --    $1.25 - 5.00    21,600    $       1.25
                                    -------                   -------                   -------
Outstanding, end of year..........  224,436    $1.25 - 5.00   124,436    $1.25 - 5.00        --              --
                                    =======                   =======                   =======
</TABLE>

    (b) Stockholder Rights Plan. In August 1998, the Board of Directors adopted
a Stockholder Rights Plan that provides the holders of each share of Common
Stock with a Right. This Plan is intended to protect the Company and its
stockholders from coercive or unfair takeover tactics. Each Right will entitle
holders of the Company's common stock to buy one one-thousandth of an interest
in a share of Series I Preferred Stock of the Company at an exercise price of
$35.00, exercisable only if a person or group acquires beneficial ownership of
15% or more of UroCor's common stock or announces a tender or exchange offer
upon consummation of which such person or group would beneficially own 15% or
more of the Company's common stock. If any person becomes the beneficial owner
of 15% or more of UroCor's common stock, each Right not owned by such person or
related parties will enable its holder to purchase, at the Right's then-current
exercise price, shares of common stock of the Company having a value of twice
the Right's exercise price. In addition, if the Company is involved in a merger
or other business combination transaction with another person in which its
common shares are changed or converted, or sells 50% or more of its assets to
another person, each Right that has not previously been exercised will entitle
its holder to purchase, at the Right's then-current exercise price, common
shares of such other person having a value of twice the Right's exercise price.
The Rights have no voting power and will expire on August 27, 2008. The Company
will generally be entitled to redeem the Rights at $.001 per Right at any time
until the tenth business day following public announcement that a 15% position
has been acquired.

    (c) Treasury Stock. In April 1999, the Board of Directors authorized the
repurchase of up to $10 million of the Company's outstanding common shares.
Under these authorizations the Company has repurchased 1,672,304 shares at a
cost of $7,571,608. The Company reissued 477,700 shares in 2000 for the
acquisition of Mills Biopharmaceuticals, Inc., the manufacturer of the Company's
therapeutic product ProstaSeed.

                                      F-11
<PAGE>
                                  UROCOR, INC.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 31, 2000

9.  STOCK COMPENSATION PLANS:

    (a) Stock Option Plans. The Company has adopted two stock option plans which
provide for the issuance of options to employees, directors and independent
contractors of the Company. These options vest over one to five years, expire
ten years after issuance and have an exercise price equal to or greater than the
stock's fair market value on the date of grant. During 1998, the shareholders of
the Company approved an additional 300,000 shares for the 1992 Option Plan.
During 1999, the shareholders of the Company approved an additional 300,000
shares for the 1992 Option Plan and 100,000 for the 1997 Non-Employee Director
Stock Option Plan. During 2000, the shareholders of the Company approved an
additional 300,000 shares for the 1992 Option Plan.

    A summary of the status of the plans is presented below:

<TABLE>
<CAPTION>
                                            1998                         1999                         2000
                                 --------------------------   --------------------------   --------------------------
                                              WTD-AVERAGE                  WTD-AVERAGE                  WTD-AVERAGE
                                  SHARES     EXERCISE PRICE    SHARES     EXERCISE PRICE    SHARES     EXERCISE PRICE
                                 ---------   --------------   ---------   --------------   ---------   --------------
<S>                              <C>         <C>              <C>         <C>              <C>         <C>
Outstanding, beginning of
  year.........................  1,305,487       $4.36        1,580,328       $4.71        1,766,199       $4.74
Granted, price equals fair
  value........................    465,000        5.80          722,250        4.26          388,503        4.75
Granted, price greater than
  fair value...................         --          --               --          --               --          --
Exercised......................    (62,507)       1.08         (246,229)        .75         (210,368)       1.87
Cancellations..................   (127,652)       6.78         (290,150)       6.76         (260,734)       7.51
                                 ---------                    ---------                    ---------
Outstanding, end of year.......  1,580,328       $4.71        1,766,199       $4.74        1,683,600       $4.67
                                 =========                    =========                    =========
Exercisable, end of year.......    845,884       $2.91          776,911       $4.36          758,006       $4.64
                                 =========                    =========                    =========
</TABLE>

    In December 1995, the Company issued options to employees covering 295,000
shares of common stock exercisable at the then estimated fair market value of
$1.75 per share. Considering the Company's anticipated public offering price per
share and other events, in April 1996 the Company estimated that the adjusted
fair value of the common stock at the date of grant of these options exceeded
the exercise price of the options. Accordingly, the Company is recognizing
imputed compensation expense as a non-cash charge to operations, aggregating
approximately $410,000 over the actual vesting period of these options of three
to five years. During 1998, 1999 and 2000 the Company recognized approximately
$123,000, $9,152 and $7,564, respectively, of compensation expense related to
these options.

    This table summarizes information about stock options outstanding at
December 31, 2000:

<TABLE>
<CAPTION>
      RANGE OF                                                                         NUMBER
      EXERCISE          NUMBER OUTSTANDING AT    WTD- AVERAGE     WTD-AVERAGE      EXERCISABLE AT      WTD-AVERAGE
       PRICES             DECEMBER 31, 2000     REMAINING LIFE   EXERCISE PRICE   DECEMBER 31, 2000   EXERCISE PRICE
---------------------   ---------------------   --------------   --------------   -----------------   --------------
<S>                     <C>                     <C>              <C>              <C>                 <C>
$.35 - 3.50                     450,897               6.4            $2.31             277,497            $1.59
$4.00 - 4.50                    264,635               8.7             4.22              56,450             4.29
$4.63 - 4.75                    502,150               8.8             4.68             120,100             4.69
$4.88 - 12.63                   465,918               7.3             7.19             303,959             7.47
                              ---------              ----            -----             -------            -----
$.35 - 12.63                  1,683,600               7.7            $4.67             758,006            $4.64
                              =========                                                =======
</TABLE>

                                      F-12
<PAGE>
                                  UROCOR, INC.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 31, 2000

9.  STOCK COMPENSATION PLANS: (CONTINUED)
    (b) Employee Stock Purchase Plan (ESPP). In 1998, the Company's shareholders
approved the ESPP, under which 300,000 shares of the Company's Common Stock
could be sold to employees. Under its terms employees may elect to withhold up
to 10% of earnings each offering period to purchase the Company's Common Stock.
The purchase price is 85% of the lower of the beginning or the ending market
price for each offering period. Under the ESPP, the Company sold 33,658, 30,147
and 29,061 shares to employees in 1998, 1999 and 2000, respectively.

    (c) Accounting for Stock-Based Compensation. The Company accounts for these
plans under APB Opinion No. 25, under which no compensation cost has been
recognized except for the December 1995 stock option grant described above. Had
compensation cost for these plans been determined consistent with FASB Statement
No. 123, the Company's net income (loss) and earnings (loss) per share would
have been adjusted to the following pro forma amounts:

<TABLE>
<CAPTION>
                                                             1998          1999          2000
                                                          -----------   -----------   -----------
<S>                          <C>                          <C>           <C>           <C>
Net Loss                     As Reported................  $(2,476,359)  $(4,108,847)  $(4,819,591)
                             Proforma...................   (3,178,395)   (4,824,997)   (5,364,089)

Diluted Net Loss per Share   As Reported................  $      (.24)  $      (.41)  $      (.50)
                             Proforma...................         (.31)         (.52)         (.59)

Weighted-average fair value of options granted..........  $      3.77   $      2.66   $      4.64
</TABLE>

    The option pricing model used to determine an option's fair market value
considers six factors. Options granted prior to May 22, 1996 were valued without
the volatility factor because the Company was not a public company prior to that
time. Because of this pricing convention and because the Statement 123 method of
accounting has not been applied to options granted prior to January 1, 1995, the
resulting proforma compensation cost impact on net income and diluted net income
per share may not be representative of what might be expected in future years.

    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 1998, 1999 and 2000: dividend yield of 0% for all
years; expected volatility of 74% for 1998, 69% for 1999 and 82% for 2000;
risk-free interest rates of 5.5%, 5.8% and 6.1%, respectively; and expected life
of 5.5 years, 5.3 years and 5.3 years for 1998, 1999 and 2000, respectively.

    The fair value of employees' purchase rights under the ESPP, was also
estimated using the Black-Scholes model with the following assumptions for 1998,
1999 and 2000: dividend yield of 0% for all years; expected volatility for
purchase rights of 63% for 1998, 78% for 1999 and 90% for 2000; risk-free
interest rates of 5.1% for 1998, 6.1% for 1999 and 5.7% for 2000; and expected
life of 1 year for 1998 and 1999 and 2.7 years for 2000. The weighted average
fair value of purchase rights was $2.81 for those granted in 1998, $2.03 for
those granted in 1999 and $3.82 for those granted in 2000.

10.  EMPLOYEE BENEFIT PLAN:

    (a) The Company has established a 401(k) employee benefit plan in which
substantially all employees may participate. The plan is funded through
voluntary employee salary deferrals, and beginning October 1, 1997 the Company
began matching 25% of employee contributions up to a

                                      F-13
<PAGE>
                                  UROCOR, INC.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 31, 2000

10.  EMPLOYEE BENEFIT PLAN: (CONTINUED)
maximum of 12% of compensation. Beginning January 1, 1999, the Company began
matching 50% of employee contributions up to a maximum of 6% of compensation.
The Company's 1998, 1999 and 2000 contributions to this plan were approximately
$138,000, $226,000 and $297,000, respectively.

    (b) In 1999, the Company established a Deferred Compensation Plan for
directors and key employees. The plan is funded through voluntary deferrals of
director fees or employee salary. The Company does not currently match
contributions. Deferrals are deposited in corporate owned life insurance
contracts. Within each life insurance contract the directors and employees have
the option of selecting a variety of investments. The return on these underlying
investments will determine the amount of earnings credited to each director or
employee's account. Otherwise, the directors and employees are general creditors
of the Company with respect to benefits from the Plan. The expense associated
with the Deferred Compensation Plan was approximately $53,000 in both years 1999
and 2000.

11.  SPECIAL CHARGES:

    (a) During the third quarter of 1998, the Company recognized special charges
consisting of the following:

<TABLE>
<S>                                                           <C>
Increased provision for doubtful accounts...................  $4,700,000
Exit costs related to Urology Support Services ("USS")......   2,220,529
Non-strategic program asset write-offs & other restructuring
  costs.....................................................   1,106,762
Severance costs for workforce reduction.....................     178,315
                                                              ----------
Special charges.............................................  $8,205,606
                                                              ==========
</TABLE>

    The Company determined that collection costs on certain aged segments of its
accounts receivable outweighed the expected proceeds. Accordingly, a provision
of $4,700,000 was made for the older receivable balances.

    At the end of the third quarter of 1998, the Company made the decision to
exit the USS business when it determined that a successful spin-off of the unit
as an independent entity could not be completed in a timely manner and notified
all employees affected. The exit costs related to this decision of $2,220,529
include estimated expenses for orderly termination and transition of USS'
service contracts, related asset write-downs and employee severance costs for
USS employees. The costs associated with terminating and transitioning the USS'
service contracts were accrued at $328,747 and the majority of these expenses
were paid in the fourth quarter of 1998. The write-offs for software, start-up
costs and other assets associated with the USS business totaled $1,763,178.
Finally, severance and outplacement costs of $128,604 were recognized for all 14
people employed by the USS business who were terminated after transitioning the
existing service contracts at the end of October 1998. The majority of these
benefits were paid out in the fourth quarter of 1998.

    Also at the end of the third quarter of 1998, the Company eliminated 23
positions across all departments of the Company as part of streamlining the
organizational structure of the Company. The severance and outplacement costs
associated with this workforce reduction totaled $178,315 and were paid during

                                      F-14
<PAGE>
                                  UROCOR, INC.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 31, 2000

11.  SPECIAL CHARGES: (CONTINUED)

the fourth quarter of 1998. In addition to the workforce reduction, the
Company's restructuring included the elimination of certain non-strategic
programs, which resulted in asset write-downs principally for research and
software assets totaling $888,741. Other non-recurring costs associated with
this restructuring totaled $218,021.

    (b) During the second quarter of 1999, the Company recognized special
charges consisting of the following:

<TABLE>
<S>                                                           <C>
Increased provision for accounts receivable.................  $3,941,833
Information systems restructuring costs.....................   2,893,700
Settlement of certain Urology Support Services ("USS")
  claims....................................................     348,146
Severance costs for workforce reduction.....................     226,098
                                                              ----------
Total special charges.......................................  $7,409,777
                                                              ==========
</TABLE>

    Subsequent to increasing the provision for accounts receivable in the third
quarter of 1998, the Company continued reorganizing and streamlining its
accounts receivable and billing functions, which has resulted in improved
collections on recent billings. During the second quarter of 1999, however, the
Company discontinued certain managed care and payor related marketing programs
and identified significantly aged segments of its accounts receivable for which
the likelihood of collectibility is doubtful, or the processing cost could
exceed the expected benefit. Accordingly, a provision of $3,941,833 was made for
those receivable balances in the second quarter of 1999.

    During the second quarter of 1999, the Company accelerated an information
systems initiative to increase productivity, decrease costs and more efficiently
collect billings. As a result of this new operational focus on information
systems, the Company has restructured its information systems function and
terminated certain existing systems and internal software development projects.
The write-offs for systems and software projects related to this restructuring
totaled $2,893,700. Severance and outplacement costs associated with
restructuring this function and ending certain development projects totaled
$226,098.

    During the second quarter of 1999, the Company settled claims by two of the
former clients of the USS business, which together with legal fees incurred by
the Company resulted in costs of $348,146 in excess of amounts that had been
previously accrued. The Company believes that it has made progress in
implementing certain systems and processing changes intended to improve systems
processing and related collections results. The Company is continuing additional
systems and process changes and is undertaking additional initiatives intended
to improve its claims efficiencies and collection results. As part of the
Company's ongoing assessment of its accounts receivable combined with its
efforts to improve billing systems processes and collections results, additional
write-offs may be necessary that could require additional provisions for
doubtful accounts.

                                      F-15
<PAGE>
                                  UROCOR, INC.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 31, 2000

11.  SPECIAL CHARGES: (CONTINUED)
    (c) During the fourth quarter of 2000, the Company recognized special
charges consisting of the following:

<TABLE>
<S>                                                           <C>
Tentative settlement with the United States Department of
  Justice ("DOJ")...........................................  $ 9,000,000
Legal and professional fees and other costs related to DOJ
  settlement................................................    1,289,935
                                                              -----------
Total special charges.......................................  $10,289,935
                                                              ===========
</TABLE>

    In February 2001, the Company reached a tentative agreement with the DOJ to
settle matters covered by the DOJ investigation pursuant to which UroCor would
refund the various programs a total of $8.5 million by paying $6.0 million at
the consummation of the settlement and the remaining balance of $2.5 million
pursuant to a promissory note payable in equal annual installments over three
years bearing interest at a rate of 7% per annum. In March 2001, the Company and
the DOJ amended this term of the tentative settlement to provide that the
Company would refund the various programs a total of $9.0 million, all payable
at the closing of the final settlement agreement. Pursuant to the current other
principal terms of the tentative agreement, the proposed settlement would cover
Company liabilities to the federal government and state insurance programs with
respect to the matters under investigation through December 31, 2000, would
settle matters covered by the investigation without any admission by the Company
of any wrongdoing in connection with such matters and would require UroCor to
operate under a corporate integrity agreement for a period of time to be
determined as part of the final settlement agreement. Determination of the final
terms and consummation of the tentative settlement are subject to certain
judicial and governmental approvals and the negotiation and approval of the
specific provisions of the final settlement agreement and the contemplated
corporate integrity agreement. The Company also incurred and accrued $1,289,935
during the fourth quarter for legal and professional fees and other anticipated
costs related to the ultimate resolution of this investigation.

    In the event the Company and the DOJ were unable to consummate the proposed
settlement, no assurances may be given regarding the resolution of the DOJ
investigation, and the Company is unable to predict its impact, if any, on the
Company. If the DOJ or, if applicable, any other plaintiff were to pursue and
prevail on matters that may arise from this investigation, any judgment
resulting from such litigation or any administrative penalties, including,
without limitation, significant recoupment of funds or civil or criminal penalty
or exclusion from federal and state health care programs potentially resulting
from such proceedings could have a material adverse effect on the financial
condition and results of operations of the Company.

NOTE 12--ACQUISITION:

    On April 17, 2000, UroCor acquired Mills Biopharmaceuticals, Inc., the
manufacturer of UroCor's ProstaSeed-Registered Trademark- I-125 sources for
radiation treatment of prostate cancer. The terms of the purchase agreement
called for a combination of $650,000 cash, assumption of certain liabilities and
the issuance of 477,700 shares of treasury stock described in Footnote 8 for a
total value of $4.3 million, including the milestone payments previously made,
in addition to certain royalty payments dependent upon the achievement of future
sales levels. Under the agreement, Dr. Stanley Mills, Mills Biopharmaceuticals'

                                      F-16
<PAGE>
                                  UROCOR, INC.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 31, 2000

NOTE 12--ACQUISITION: (CONTINUED)
president and founder, was appointed UroCor's Vice President Product Development
for radiation therapies subject to a separate employment agreement and the
Company agreed to lease the production facilities from Dr. Mills. This
acquisition has been accounted for under the purchase method of accounting. The
Company made an allocation of the purchase price based on estimated fair values
at date of acquisition. This allocation resulted in acquired goodwill of
approximately $4.0 million, which is being amortized over 20 years. The results
of the acquired businesses have been included in the consolidated financial
statements since the acquisition date.

NOTE 13--SEGMENT REPORTING:

    Statement of Financial Accounting Standards ("SFAS") No. 131, "Disclosures
about Segments of an Enterprise and Related Information", requires selected
information about reportable segments in interim financial reports that is
consistent with that made available to management to assess financial
performance. With the regulatory approvals for two therapeutic products
occurring in the first quarter of 2000 and the purchase of manufacturing
capabilities of Mills Biopharmaceuticals, described above, the Company is now
operating in two reportable segments--1) diagnostic services and 2) therapeutic
products. For 1998, the Company also operated the Urology Support Services
("USS") business, providing medical billing services for a small number of
urologists, until it was discontinued late in 1998. The diagnostic services
segment provides testing services to urologists for diagnosing, selecting
appropriate therapies and managing patients with urologic diseases. The
therapeutic products segment offered ProstaSeed-Registered Trademark- for early
stage prostate cancer and PACIS BCG-Registered Trademark- for bladder cancer in
2000; the therapeutic revenue activity prior to 2000 was related to a
co-promotion agreement with Zeneca, Inc., which entailed the Company's sales
force selling two prostate cancer products to urologists, however, the Company
had no other direct costs related to sales of these co-promotion products. The
Company's management evaluates performance based on several factors. However,
the primary measurement focus is "Gross Profit" (revenue less direct costs) and
"Operating Income", excluding special charges and any other unusual items. The
accounting policies of the segments are the same as those described in the
summary of significant accounting policies in Note 2 above. Corporate expenses
include overhead expenses not allocated to specific business segments, including
administrative expenses and information services expenses. The expenses that are
allocated to business segments after the gross profit calculation to result in
the operating income figures include sales and marketing expenses, certain
administrative expenses directly attributable to the segments and bad debt
expense. Asset information

                                      F-17
<PAGE>
                                  UROCOR, INC.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 31, 2000

NOTE 13--SEGMENT REPORTING: (CONTINUED)
by segment is not reported, because the Company does not yet produce such
information internally. The following table presents information about the
Company's segments for 1998, 1999 and 2000:

<TABLE>
<CAPTION>
                                             DIAGNOSTIC    THERAPEUTIC
                                              SERVICES      PRODUCTS         USS          TOTAL
                                             -----------   -----------   -----------   -----------
<S>                                          <C>           <C>           <C>           <C>
2000
Revenue....................................  $51,011,916   $ 1,609,849   $        --   $52,621,765
Gross Profit...............................  $33,820,003   $(1,024,097)  $        --   $32,795,906
Operating Income (Loss)....................  $16,725,113   $(4,197,640)  $        --   $12,527,473

1999
Revenue....................................  $42,976,747   $ 2,531,726   $        --   $45,508,473
Gross Profit...............................  $25,113,851   $ 1,744,908   $        --   $26,858,759
Operating Income...........................  $ 8,991,364   $    78,800   $        --   $ 9,070,164

1998
Revenue....................................  $41,484,226   $ 5,982,200   $   139,717   $47,606,143
Gross Profit...............................  $23,879,698   $ 5,096,136   $  (632,657)  $28,343,177
Operating Income (Loss)....................  $ 6,476,363   $ 4,548,713   $(1,159,094)  $ 9,865,982
</TABLE>

Reconciliation of operating income above to corresponding totals in the
accompanying financial statements:

<TABLE>
<CAPTION>
                                            1998          1999          2000
                                         -----------   -----------   -----------
<S>                                      <C>           <C>           <C>
Total for reportable segments..........  $ 9,865,982     9,070,164   $12,527,473
Less: Special charges..................    8,205,606     7,409,777    10,289,935
    Corporate expenses.................    6,474,922     8,934,071     8,891,353
                                         -----------   -----------   -----------
Operating income.......................  $(4,814,546)  $(7,273,684)  $(6,653,815)
                                         ===========   ===========   ===========
</TABLE>

14.  INCOME TAXES:

    The Company has provided for income taxes (benefit) as follows:

<TABLE>
<CAPTION>
                                            1998          1999          2000
                                         -----------   -----------   -----------
<S>                                      <C>           <C>           <C>
Current:
  Federal..............................  $        --   $        --   $        --
  State................................           --            --            --
                                         -----------   -----------   -----------
  Total................................  $        --   $        --   $        --

Deferred:
  Federal..............................  $(1,517,769)  $(2,311,226)  $(1,159,718)
  State................................           --            --            --
                                         -----------   -----------   -----------
  Total................................   (1,517,769)   (2,311,226)   (1,159,718)
                                         -----------   -----------   -----------
Total income tax benefit...............  $(1,517,769)  $(2,311,226)  $(1,159,718)
                                         ===========   ===========   ===========
</TABLE>

                                      F-18
<PAGE>
                                  UROCOR, INC.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 31, 2000

14.  INCOME TAXES: (CONTINUED)
    The provision for income taxes is different than the amount computed using
the applicable statutory federal income tax rate with the differences being
summarized below:

<TABLE>
<CAPTION>
                                                            1998          1999          2000
                                                          --------      --------      --------
<S>                                                       <C>           <C>           <C>
Tax expense (benefit) at statutory rates............        (34)%         (34)%         (34)%
State income taxes, less federal income tax
  effect............................................         (4)%          (4)%          (4)%
Other...............................................          0 %           2 %           1 %
Adjustment due to change in valuation allowance.....          0 %           0 %          18 %
                                                            ---           ---           ---
Benefit for income taxes............................        (38)%         (36)%         (19)%
                                                            ===           ===           ===
</TABLE>

    The annual utilization of the Company's net tax operating loss carryforward
will be limited by Internal Revenue Code Section 382 due to the fact that a
cumulative change in ownership of more than 50% has previously occurred.
Therefore, the future utilization of this net operating loss carryforward at
December 31, 2000 will be limited to approximately $16.7 million, of which
approximately $16.1 million will be available in 2001 and $.6 million in
subsequent years. The net operating loss carryforward will begin to expire in
2013.

    The tax effects of the temporary differences which gave rise to deferred tax
assets and liabilities at December 31, 1999 and 2000 were:

<TABLE>
<CAPTION>
                                                         1999         2000
                                                      ----------   -----------
<S>                                                   <C>          <C>
Net operating loss carryforward.....................  $3,784,636   $ 6,182,750
Depreciation and amortization.......................     (79,737)      120,388
Deferred compensation...............................      92,452       173,409
Allowance for doubtful accounts.....................   2,104,541     1,463,821
Other...............................................      82,474        74,313
                                                      ----------   -----------
Net deferred tax asset..............................  $5,984,366   $ 8,014,681
Valuation allowance.................................    (324,626)   (1,356,606)
                                                      ----------   -----------
  Total net deferred tax asset......................  $5,659,740   $ 6,658,075
                                                      ==========   ===========
</TABLE>

15.  NET INCOME (LOSS) PER SHARE:

    A summary of the components of net income (loss) per share and the impact of
dilutive securities is presented below:
<TABLE>
<CAPTION>
                                              FOR THE YEAR ENDED DECEMBER 31,
                          ------------------------------------------------------------------------
                                         1998                                  1999
                          -----------------------------------   ----------------------------------
                                         WEIGHTED      PER                    WEIGHTED      PER
                                         AVERAGE      SHARE         NET        AVERAGE     SHARE
                          NET INCOME      SHARES      AMOUNT       LOSS        SHARES      AMOUNT
                          -----------   ----------   --------   -----------   ---------   --------
<S>                       <C>           <C>          <C>        <C>           <C>         <C>
Net Income (Loss) Per
  Share--Basic..........  $(2,476,359)  10,402,281    $(0.24)   $(4,108,847)  9,902,643    $(0.41)
Effect of Dilutive
  Securities:
  Stock Options.........          --            --        --             --          --        --
  Warrants..............          --            --        --             --                    --
                          -----------   ----------    ------    -----------   ---------    ------
Net Income (Loss) Per
  Share--Assuming
  Dilution..............  $(2,476,359)  10,402,281    $(0.24)   $(4,108,847)  9,902,643    $(0.41)

<CAPTION>
                            FOR THE YEAR ENDED DECEMBER 31,
                          -----------------------------------
                                         2000
                          -----------------------------------
                                        WEIGHTED
                              NET        AVERAGE    PER SHARE
                             LOSS        SHARES      AMOUNT
                          -----------   ---------   ---------
<S>                       <C>           <C>         <C>
Net Income (Loss) Per
  Share--Basic..........  $(4,819,591)  9,689,994    $(0.50)
Effect of Dilutive
  Securities:
  Stock Options.........           --          --        --
  Warrants..............           --          --        --
                          -----------   ---------    ------
Net Income (Loss) Per
  Share--Assuming
  Dilution..............  $(4,819,591)  9,689,994    $(0.50)
</TABLE>

                                      F-19
<PAGE>
                                  UROCOR, INC.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 31, 2000

15.  NET INCOME (LOSS) PER SHARE: (CONTINUED)
Stock options and warrants to purchase shares of common stock at exercise prices
greater than the average market price of the common stock were outstanding
during each of the periods presented. Such options and warrants were not
included in the computation of Net Income Per Share--Assuming Dilution because
the impact would be antidilutive. Potential shares to be purchased under such
antidilutive stock options totaled 592,484, 966,546 and 445,777 for 1998, 1999
and 2000, respectively. There were no such antidilutive warrants for 1998, 1999
or 2000.

    Additionally, for 1998, 1999 and 2000, the otherwise dilutive impact of all
other outstanding stock options and warrants is excluded from the computation of
Net Income Per Share--Assuming Dilution because such impact is antidilutive in
the year of a net loss (i.e., consideration of such shares would result in a
lower Net Loss Per Share--Assuming Dilution in comparison to the Net Loss Per
Share--Basic). For 1998, the otherwise dilutive effect of such antidilutive
stock options and warrants would have been an additional 600,748 and 55,408
weighted average shares, respectively, resulting in a total of 11,058,437
weighted average common and common equivalent shares outstanding, assuming
dilution. For 1999, the otherwise dilutive effect of such antidilutive stock
options and warrants would have been an additional 451,561 and 15,760 weighted
average shares, respectively, resulting in a total of 10,369,964 weighted
average common and common equivalent shares outstanding, assuming dilution. For
2000, the otherwise dilutive effect of such antidilutive stock options would
have been an additional 363,034 weighted average shares, resulting in a total of
10,053,028 weighted average common and common equivalent shares outstanding,
assuming dilution.

16.  SUBSEQUENT EVENTS:

    (a) In March 2001, the Company entered into a collaborative agreement with
Bioniche Life Sciences, Inc., securing exclusive rights to distribute Cystistat,
a treatment for interstitial cystitis, in the United States. The agreement
provides that Bioniche will pursue FDA approval for marketing the product in the
United States. Under the terms of the agreement, UroCor made an initial payment
of $750,000 and will pay up to an additional $2,275,000 in milestone payments in
subsequent years during the development and potential product launch of the
product.

    (b) In February 2001, ongoing manufacturing supply issues led UroCor and
BioChem Pharma, Inc. ("BioChem") to agree on a settlement to end their
distribution agreement for PACIS BCG that had been executed in 1994. Under the
terms of the settlement, UroCor received $7 million from BioChem, which resulted
in a pretax profit in excess of $4.0 million that will be recorded in the first
quarter of 2001.

                                      F-20
<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 on
its behalf by the undersigned, thereunto duly authorized.

<TABLE>
<S>                                                    <C>  <C>
                                                       UROCOR, INC.
                                                       (Registrant)

                                                       By:            /s/ MICHAEL W. GEORGE
                                                            -----------------------------------------
                                                                        Michael W. George
Dated: March 30, 2000.                                        CHIEF EXECUTIVE OFFICER AND PRESIDENT
</TABLE>

    In accordance with the Securities Exchange Act of 1934, this report has been
signed by the following persons on behalf of the registrant and in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>
                      SIGNATURE                                    TITLE                    DATE
                      ---------                                    -----                    ----
<C>                                                    <S>                             <C>
                /s/ MICHAEL W. GEORGE                  Chief Executive Officer and
     -------------------------------------------         President (Principal          March 30, 2000
                 (Michael W. George)                     Executive Officer)

                                                       Chief Financial Officer,
                 /s/ BRUCE C. HAYDEN                     Secretary and Treasurer
     -------------------------------------------         (Principal Financial          March 30, 2000
                  (Bruce C. Hayden)                      Officer)

                /s/ HERBERT J. CONRAD
     -------------------------------------------       Chairman of the Board           March 30, 2000
                 (Herbert J. Conrad)

                 /s/ AARON BEAM, JR.
     -------------------------------------------       Director                        March 30, 2000
                  (Aaron Beam, Jr.)

               /s/ MICHAEL E. HERBERT
     -------------------------------------------       Director                        March 30, 2000
                (Michael E. Herbert)

                /s/ MICHAEL R. MILLER
     -------------------------------------------       Director                        March 30, 2000
                 (Michael R. Miller)

                 /s/ THOMAS C. RAMEY
     -------------------------------------------       Director                        March 30, 2000
                  (Thomas C. Ramey)

                /s/ LOUIS M. SHERWOOD
     -------------------------------------------       Director                        March 30, 2000
              (Louis M. Sherwood, M.D.)
</TABLE>
<PAGE>
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Shareholders
of UroCor, Inc.:

    We have audited in accordance with auditing standards generally accepted in
the United States, the consolidated financial statements of UroCor, Inc.
included in this 2000 Annual Report to Shareholders on Form 10-K and have issued
our report thereon dated March 30, 2001. Our audits were made for the purpose of
forming an opinion on the basic consolidated financial statements taken as a
whole. The schedule of valuation and qualifying accounts for each of the three
years in the period ended December 31, 2000, is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part of
the basic consolidated financial statements. This schedule has been subjected to
the auditing procedures applied in the audits of the basic consolidated
financial statements and, in our opinion, fairly states in all material respects
the financial data required to be set forth therein in relation to the basic
consolidated financial statements taken as a whole.

                                          ARTHUR ANDERSEN LLP

Oklahoma City, Oklahoma,
March 30, 2001

                                      S-1
<PAGE>
                                                                     SCHEDULE II

                                  UROCOR, INC.
                       VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
                                                           ADDITIONS
                                                     ----------------------
                                                     CHARGE TO    CHARGE TO
                                         BEGINNING    COST AND      OTHER                     ENDING
DESCRIPTION                               BALANCE    EXPENSE(1)   ACCOUNTS    DEDUCTION(2)    BALANCE
-----------                              ---------   ----------   ---------   ------------   ---------
<S>                                      <C>         <C>          <C>         <C>            <C>
For the Year Ended December 31, 1998:
  Allowance for Doubtful Accounts......  2,619,485   8,409,477          --     (4,999,896)   6,029,066
For the Year Ended December 31, 1999:
  Allowance for Doubtful Accounts......  6,029,066   6,418,366          --     (7,270,018)   5,177,414
For the Year Ended December 31, 2000:
  Allowance for Doubtful Accounts......  5,177,414   4,478,931          --     (5,526,070)   4,130,275
</TABLE>

------------------------

(1) Includes $4,700,000 recorded as a special charge to valuation allowance in
    the third quarter of 1998 and $3,941,833 recorded as special charge to
    valuation allowance in the second quarter of 1999 (see Footnote 11 to the
    December 31, 2000 audited financial statements).

(2) Represents write-offs of uncollectible accounts receivable against the
    allowance for doubtful accounts.

                                      S-2