UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2010

LOGO

Commission file numbers: 333-144492 and 0-26190

US Oncology Holdings, Inc.

US Oncology, Inc.

(Exact name of registrants as specified in their charter)


Delaware		90-0222104

Delaware		84-1213501
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

10101 Woodloch Forest, The Woodlands, Texas		77380
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (281) 863-1000

Indicate by check mark whether the registrants (1) have 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 registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes No ü

Indicate by check mark whether the registrants have submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No

Indicate by check mark whether the registrants are large accelerated filers, accelerated filers, non-accelerated filers, or smaller reporting companies. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrants are shell companies (as defined in rule 12b-2 of the Exchange Act). Yes No ü

As of August 5, 2010, 423,082,006 and 100 shares of US Oncology Holdings, Inc. and US Oncology, Inc. common stock were outstanding, respectively.

This Form 10-Q/A is a combined quarterly report being filed separately by two registrants: US Oncology Holdings, Inc. and US Oncology, Inc. Unless the context indicates otherwise, any reference in this report to “Holdings” refers to US Oncology Holdings, Inc. and any reference to “US Oncology” refers to US Oncology, Inc., the wholly-owned operating subsidiary of Holdings. References to the “Company”, “we”, “us”, and “our” refer collectively to US Oncology Holdings, Inc. and US Oncology, Inc.

EXPLANATORY NOTE

In this Amendment No. 1 to Quarterly Report on Form 10-Q (the “Form 10-Q/A”), references to the “Company”, “we”, “us”, and “our” refer collectively to US Oncology Holdings, Inc. and US Oncology, Inc.

Subsequent to filing our Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 on August 10, 2010, we have revised certain amounts in this 10-Q/A to correct certain incorrectly reported amounts. Specifically, in our presentation of other comprehensive income (loss) as reported on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three-months ended June 30, 2010 and 2009, the line “Net income (loss)” in the presentation of “Other comprehensive income (loss)” for the three-month periods ended June 30, 2010 and 2009 for US Oncology Holdings, Inc. had a typographical error due to the omission of negative signs. Also, in the presentation of “Other comprehensive income (loss)” the amount for “Net income (loss)” line for US Oncology, Inc. for the three-month periods ended June 30, 2010 and 2009 incorrectly presented “Income (loss) before income taxes.” The amounts previously reported for total “Comprehensive loss attributable to the Company” did not change. We have revised these items in this Form 10-Q/A.

Other than the correction of the incorrectly reported amounts specified above, all other information in our original Form 10-Q remains unchanged. For the convenience of the reader, this amendment includes, in their entirety, those items in our original filing not being amended. Except for the amendment, this Form 10-Q/A continues to describe conditions as of our original filing, and does not update disclosures contained herein to reflect events that occurred at a later date. Accordingly, this Form 10-Q/A should be read in conjunction with our other filings made with the SEC subsequent to the filing of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, if any.

US ONCOLOGY HOLDINGS, INC.

US ONCOLOGY, INC.

FORM 10-Q/A

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2010


	TABLE OF CONTENTS	PAGE NO.

PART I. FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements (unaudited):
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)	4
	Condensed Consolidated Statements of Stockholders’ Equity (Deficit)	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36

Item 4.	Controls and Procedures	66

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	67

Item 1A.	Risk Factors	67

Item 4.	Reserved	67

Item 6.	Exhibits	68

SIGNATURES		70

This Form 10-Q/A is being filed by each of the registrants, US Oncology Holdings, Inc. and US Oncology, Inc. Each Registrant hereto is filing on its own behalf the information as required by Form 10-Q which is contained in this quarterly report.

-2-

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands, except share information)


	US Oncology Holdings, Inc.				US Oncology, Inc.
	June 30, 2010		December 31, 2009		June 30, 2010		December 31, 2009
ASSETS
Current assets:
Cash and equivalents	$	184,122	$	161,811	$	184,093	$	161,589
Accounts receivable		397,329		349,659		397,329		349,659
Other receivables		25,320		30,928		25,320		30,928
Prepaid expenses and other current assets		25,174		20,818		25,135		20,818
Inventories		152,167		152,642		152,167		152,642
Deferred income taxes		12,136		12,136		6,002		6,002
Due from affiliates		43,030		48,052		25,628		30,699

Total current assets		839,278		776,046		815,674		752,337
Property and equipment, net		389,098		404,928		389,098		404,928
Service agreements, net		240,195		251,397		240,195		251,397
Goodwill		378,917		377,270		378,917		377,270
Other assets		76,277		78,586		72,152		73,259

Total assets	$	1,923,765	$	1,888,227	$	1,896,036	$	1,859,191


LIABILITIES AND EQUITY (DEFICIT)
Current liabilities:
Current maturities of long-term indebtedness	$	11,395	$	10,579	$	11,395	$	10,579
Accounts payable		343,448		279,948		343,251		279,788
Due to affiliates		106,462		110,888		106,462		110,888
Accrued compensation cost		46,748		50,775		46,748		50,775
Accrued interest payable		39,706		40,373		39,706		40,373
Income taxes payable		3,964		4,702		2,396		3,114
Other accrued liabilities		47,556		51,450		29,724		33,691

Total current liabilities		599,279		548,715		579,682		529,208

Deferred revenue		3,842		4,636		3,842		4,636
Deferred income taxes		12,784		12,711		36,328		36,658
Long-term indebtedness		1,577,176		1,568,242		1,067,489		1,074,288
Other long-term liabilities		48,292		44,796		20,524		15,739

Total liabilities		2,241,373		2,179,100		1,707,865		1,660,529

Commitments and contingencies (Note 10)

Equity (deficit):
Common stock, $0.001 par value, 500,000,000 shares authorized, 423,082,006 and 422,951,505 shares issued and outstanding in 2010 and 2009, respectively		423		423		-		-
Common stock, $0.01 par value, 100 shares authorized, issued and outstanding		-		-		1		1
Additional paid-in capital		110,026		108,723		544,083		551,986
Accumulated deficit		(443,108)		(415,624)		(370,964)		(368,930)

Total Company stockholders’ (deficit) equity		(332,659)		(306,478)		173,120		183,057
Noncontrolling interests		15,051		15,605		15,051		15,605

Total equity (deficit)		(317,608)		(290,873)		188,171		198,662

Total liabilities and equity (deficit)	$	1,923,765	$	1,888,227	$	1,896,036	$	1,859,191

The accompanying notes are an integral part of these statements.

-3-

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(unaudited, in thousands)


	US Oncology Holdings, Inc.				US Oncology, Inc.
	Three Months Ended June 30,				Three Months Ended June 30,
	2010		2009		2010		2009

Product revenue	$	620,730	$	594,572	$	620,730	$	594,572
Service revenue		297,629		287,075		297,629		287,075

Total revenue		918,359		881,647		918,359		881,647

Cost of products		614,647		582,219		614,647		582,219

Cost of services:
Operating compensation and benefits		140,960		138,146		140,960		138,146
Other operating costs		86,663		82,648		86,663		82,648
Depreciation and amortization		17,440		17,935		17,440		17,935

Total cost of services		245,063		238,729		245,063		238,729

Total cost of products and services		859,710		820,948		859,710		820,948
General and administrative expense		20,303		16,290		20,237		16,256
Impairment and restructuring charges		3,269		381		3,269		381
Depreciation and amortization		6,959		7,237		6,959		7,237

		890,241		844,856		890,175		844,822

Income from operations		28,118		36,791		28,184		36,825

Other income (expense):
Interest expense, net		(36,142)		(32,184)		(27,672)		(22,484)
Loss on early extinguishment of debt		-		(22,353)		-		(22,353)
Loss on interest rate swap		(2,842)		(1,653)		-		-
Other income (expense), net		(387)		37		(387)		37

Income (loss) before income taxes		(11,253)		(19,362)		125		(7,975)
Income tax benefit (provision)		(723)		2,913		(1,009)		1,324

Net loss		(11,976)		(16,449)		(884)		(6,651)
Less: Net income attributable to noncontrolling interests		(1,016)		(944)		(1,016)		(944)

Net loss attributable to the Company	$	(12,992)	$	(17,393)	$	(1,900)	$	(7,595)

Other comprehensive income (loss):
Net loss	$	(11,976)	$	(16,449)	$	(884)	$	(6,651)
Comprehensive income attributable to noncontrolling interests		(1,016)		(944)		(1,016)		(944)

Comprehensive loss attributable to the Company	$	(12,992)	$	(17,393)	$	(1,900)	$	(7,595)

The accompanying notes are an integral part of these statements.

-4-

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(unaudited, in thousands)


	US Oncology Holdings, Inc.				US Oncology, Inc.
	Six Months Ended June 30,				Six Months Ended June 30,
	2010		2009		2010		2009

Product revenue	$	1,209,777	$	1,157,652	$	1,209,777	$	1,157,652
Service revenue		589,044		566,556		589,044		566,556

Total revenue		1,798,821		1,724,208		1,798,821		1,724,208

Cost of products		1,196,434		1,133,804		1,196,434		1,133,804

Cost of services:
Operating compensation and benefits		282,839		275,786		282,839		275,786
Other operating costs		169,343		163,344		169,343		163,344
Depreciation and amortization		34,928		35,500		34,928		35,500

Total cost of services		487,110		474,630		487,110		474,630

Total cost of products and services		1,683,544		1,608,434		1,683,544		1,608,434
General and administrative expense		40,023		34,461		39,871		34,387
Impairment and restructuring charges		4,081		1,790		4,081		1,790
Depreciation and amortization		15,225		14,770		15,225		14,770

		1,742,873		1,659,455		1,742,721		1,659,381

Income from operations		55,948		64,753		56,100		64,827

Other income (expense):
Interest expense, net		(72,046)		(65,193)		(55,117)		(45,106)
Loss on early extinguishment of debt		-		(22,353)		-		(22,353)
Loss on interest rate swap		(7,986)		(2,416)		-		-
Other income (expense), net		(157)		37		(157)		37

Income (loss) before income taxes		(24,241)		(25,172)		826		(2,595)
Income tax benefit (provision)		(1,297)		4,024		(914)		(2,280)

Net loss		(25,538)		(21,148)		(88)		(4,875)
Less: Net income attributable to noncontrolling interests		(1,946)		(1,703)		(1,946)		(1,703)

Net loss attributable to the Company	$	(27,484)	$	(22,851)	$	(2,034)	$	(6,578)

Other comprehensive income (loss):
Net loss	$	(25,538)	$	(21,148)	$	(88)	$	(4,875)
Comprehensive income attributable to noncontrolling interests		(1,946)		(1,703)		(1,946)		(1,703)

Comprehensive loss attributable to the Company	$	(27,484)	$	(22,851)	$	(2,034)	$	(6,578)

The accompanying notes are an integral part of these statements.

-5-

US ONCOLOGY HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENT OF EQUITY (DEFICIT)

(unaudited, in thousands)


	US Oncology Holdings, Inc. Shareholders
	Shares Issued	Par Value		Additional Paid-In Capital		Accumulated Deficit		Noncontrolling Interests		Total

Balance at December 31, 2009	422,951	$	423	$	108,723	$	(415,624)	$	15,605	$	(290,873)

Share-based compensation	-		-		1,269		-		-		1,269
Exercise of options to purchase common stock	26		-		34		-		-		34
Restricted stock award issuances	225		-		-		-		-		-
Forfeiture of restricted stock awards	(120)		-		-		-		-		-
Distributions to noncontrolling interests	-		-		-		-		(2,500)		(2,500)
Net income (loss)	-		-		-		(27,484)		1,946		(25,538)


Balance at June 30, 2010	423,082	$	423	$	110,026	$	(443,108)	$	15,051	$	(317,608)

US ONCOLOGY, INC. CONDENSED CONSOLIDATED STATEMENT OF EQUITY (unaudited, in thousands, except share information)
	US Oncology, Inc. Shareholder
	Shares Issued	Par Value		Additional Paid-In Capital		Accumulated Deficit		Noncontrolling Interests		Total

Balance at December 31, 2009	100	$	1	$	551,986	$	(368,930)	$	15,605	$	198,662

Share-based compensation	-		-		1,269		-		-		1,269
Dividend paid	-		-		(9,172)		-		-		(9,172)
Distributions to noncontrolling interests	-		-		-		-		(2,500)		(2,500)
Net income (loss)	-		-		-		(2,034)		1,946		(88)


Balance at June 30, 2010	100	$	1	$	544,083	$	(370,964)	$	15,051	$	188,171

The accompanying notes are an integral part of these statements.

-6-

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)


	US Oncology Holdings, Inc.				US Oncology, Inc.
	Six Months Ended June 30,				Six Months Ended June 30,
	2010		2009		2010		2009
Cash flows from operating activities:
Net loss	$	(25,538)	$	(21,148)	$	(88)	$	(4,875)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization, including amortization of deferred financing costs		54,494		54,898		53,295		53,705
Impairment and restructuring charges		4,081		1,790		4,081		1,790
Deferred income taxes		73		(6,034)		(330)		2,056
Non-cash compensation expense		1,269		837		1,269		837
Gain on sale of assets		(655)		-		(655)		-
Equity earnings of joint ventures		(388)		(1,530)		(388)		(1,530)
Loss on interest rate swap		7,986		2,416		-		-
Non-cash interest under PIK election		16,350		18,389		-		-
Loss on early extinguishment of debt		-		22,353		-		22,353
(Increase) Decrease in:
Accounts and other receivables		(42,742)		4,854		(42,742)		4,854
Prepaid expenses and other current assets		298		(2,647)		337		(2,647)
Inventories		475		20,667		475		20,667
Other assets		-		30		-		30
Increase (Decrease) in:
Accounts payable		66,769		(2,938)		66,732		(2,875)
Due from/to affiliates		663		(2,349)		712		(2,486)
Income taxes receivable/payable		(738)		(72)		(718)		(1,858)
Other accrued liabilities		(16,311)		(20,026)		(6,495)		(16,466)


Net cash provided by operating activities		66,086		69,490		75,485		73,555

Continued on following page

-7-

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - continued

(unaudited, in thousands)


	US Oncology Holdings, Inc.				US Oncology, Inc.
	Six Months Ended June 30,				Six Months Ended June 30,
	2010		2009		2010		2009
Cash flows from investing activities:
Acquisition of property and equipment		(29,731)		(37,499)		(29,731)		(37,499)
Net payments in affiliation transactions		(1,764)		(3,369)		(1,764)		(3,369)
Net payments for acquisition of business		(4,367)		-		(4,367)		-
Distributions from unconsolidated subsidiaries		2,142		1,494		2,142		1,494
Investments in unconsolidated subsidiaries		(767)		(53)		(767)		(53)


Net cash used in investing activities		(34,487)		(39,427)		(34,487)		(39,427)

Cash flows from financing activities:
Proceeds from Senior Secured Notes		-		758,926		-		758,926
Repayment of term loan		-		(436,666)		-		(436,666)
Repayment of Senior Notes		-		(311,578)		-		(311,578)
Repayment of other indebtedness		(6,712)		(8,905)		(6,712)		(8,905)
Debt financing costs		(110)		(16,157)		(110)		(16,157)
Net distributions to parent		-		-		(9,172)		(4,064)
Distributions to noncontrolling interests		(2,500)		(1,156)		(2,500)		(1,156)
Proceeds from exercise of stock options		34		-		-		-


Net cash used in financing activities		(9,288)		(15,536)		(18,494)		(19,600)

Increase in cash and cash equivalents		22,311		14,527		22,504		14,528
Cash and cash equivalents:
Beginning of period		161,811		104,477		161,589		104,476


End of period	$	184,122	$	119,004	$	184,093	$	119,004


Interest paid	$	52,485	$	53,388	$	52,474	$	53,376
Income taxes paid		1,659		2,081		1,659		2,081
Non-cash investing and financing transactions:
Notes issued for interest paid-in-kind		15,733		18,865		-		-
Accretion of dividends on preferred stock		-		12,706		-		-

The accompanying notes are an integral part of these statements.

-8-

US ONCOLOGY HOLDINGS, INC. AND US ONCOLOGY, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 1 – Basis of Presentation

US Oncology Holdings, Inc. (“Holdings”) was formed in March, 2004 when a wholly owned subsidiary of Holdings agreed to merge with and into US Oncology, Inc. (“US Oncology”), with US Oncology continuing as the surviving corporation (the “Merger”). The Merger was consummated on August 20, 2004. Currently, Holdings’ principal asset is 100% of the shares of common stock of US Oncology. Holdings and US Oncology and their subsidiaries are collectively referred to as the “Company.”

The consolidated financial statements of Holdings include the accounts of its wholly-owned subsidiary, US Oncology. Holdings conducts substantially all of its business through US Oncology and its subsidiaries which provide extensive services and support to its affiliated cancer care sites nationwide to help them expand their offering of the most advanced treatments, build integrated community-based cancer care centers, improve their therapeutic drug management programs, and participate in cancer-related clinical research studies. US Oncology is affiliated with 1,324 physicians operating in 497 locations, including 99 radiation oncology facilities in 39 states. US Oncology also provides a broad range of services to pharmaceutical manufacturers, including product distribution and informational services such as data reporting and analysis.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial reporting and in accordance with instructions for Form 10-Q and Rule 10.01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the unaudited condensed consolidated financial statements contained in this report reflect all adjustments that are normal and recurring in nature, except for the adoption of the accounting standards discussed in Note 11, and considered necessary to be a fair statement of the financial position and the results of operations for the interim periods presented. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The results of operations for the interim period are not necessarily indicative of the results expected for the full year. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as disclosures of contingent assets and liabilities. Because of inherent uncertainties in this process, actual future results could differ from those expected at the reporting date. These unaudited, condensed consolidated financial statements, footnote disclosures and other information should be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on March 4, 2010.

NOTE 2 – Revenues

The Company derives revenues primarily from (i) comprehensive management fees earned under our comprehensive strategic alliances model whereas we act as exclusive manager and administrator of affiliated practices; (ii) targeted physician services fees earned for specific practice management services performed; (iii) fees paid by pharmaceutical companies for services as a group purchasing organization, informational data services and other manufacturer services and (iv) clinical research services performed under agreements with pharmaceutical manufacturers and other trial sponsors.

Governmental programs, such as Medicare and Medicaid, are collectively the affiliated practices’ largest payers. For the three months ended June 30, 2010 and 2009, the affiliated practices under comprehensive service agreements derived 40.6% and 39.7%, respectively, of their net patient revenue from services provided under the Medicare program (of which 7.4% and 6.8%, respectively, relate to Medicare managed care) and 4.1% and 3.8%, respectively, from services provided under state Medicaid programs. For the six months ended June 30, 2010 and 2009, the affiliated practices under comprehensive service agreements derived 40.4% and 39.5%, respectively, of their net patient revenue from services provided under the Medicare program (of which 7.2% and 6.6%, respectively, relate to Medicare managed care) and 4.1% and 3.7%, respectively, from services provided under state Medicaid programs. Capitation revenues were less than 1% of total net patient revenue in all periods. One additional payer, depending on the quarter, may represent more or less than 10% of the aggregate net revenues of affiliated practices under comprehensive service agreements. During the six months ended June 30, 2010 and 2009, that payer represented 9.7% and 10.0%, respectively, of such affiliated practices’ aggregate net revenues. Changes in the payer reimbursement rates, or in an affiliated practices’ payer mix could materially and adversely affect the Company’s revenues.

-9-

US ONCOLOGY HOLDINGS, INC. AND US ONCOLOGY, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued

(unaudited)

patients suffer from anemia either as a result of their disease or as a result of the treatments they receive for their cancer. ESAs have historically been used by oncologists to treat anemia caused by chemotherapy, as well as anemia in cancer patients who are not currently receiving chemotherapy. ESAs are administered to increase levels of healthy red blood cells as an alternative to blood transfusions.

On July 30, 2007, the Centers for Medicare and Medicaid Services (“CMS”) issued a National Coverage Determination (“NCD”) establishing criteria for reimbursement by Medicare for ESA usage which led to a significant decline in utilization of these drugs by oncologists, including those affiliated with us. In addition, the Oncologic Drugs Advisory Committee (“ODAC”) met on March 13, 2008, to further consider the use of ESAs in oncology. Based upon the ODAC findings, on July 30, 2008, the Food and Drug Administration (“FDA”) published a final new label for the ESA drugs Aranesp and Procrit. Unlike the NCD from CMS, which governs reimbursement (rather than prescribing) for Medicare beneficiaries only, the label indication directs appropriate physician prescribing and applies to all patients and payers.

The FDA also mandated implementation of a Risk Evaluation and Mitigation Strategy (“REMS”), for ESAs. A proposed REMS for ESAs was filed by ESA manufacturers with the FDA in August, 2008 and became effective on March 24, 2010. The REMS is focused on ESA prescribing guidelines and includes additional patient consent/education requirements, medical guides and physician registration requirements. The REMS also outlines additional procedural steps that will be necessary for qualified physicians to order and prescribe ESAs for their patients.

The decline in ESA usage has had a significant adverse affect on the Company’s results of operations, particularly on its medical oncology services and pharmaceutical services segments. Operating income attributable to ESAs administered by our network of affiliated physicians was $5.0 million and $5.5 million during the three months ended June 30, 2010 and 2009, respectively, and $9.3 million and $10.8 million during the six months ended June 30, 2010 and 2009, respectively. The operating income reflects results from our medical oncology services segment which relate primarily to the administration of ESAs by practices receiving comprehensive management services and from our pharmaceutical services segment which includes purchases by physicians affiliated under the targeted physician services model, as well as distribution and group purchasing fees received from manufacturers for pharmaceuticals purchased by physicians affiliated under both of these arrangements. The impact of the REMS is not yet known as prescribing patterns are changing now that the REMS is in effect.

Decreasing financial performance of affiliated practices as a result of declining ESA usage also affects their relationship with us and, in some instances, has led to increased pressure to amend the terms of their management services agreements. In addition, reduced utilization of ESAs may adversely impact our ability to continue to receive favorable pricing from ESA manufacturers. Decreased financial performance may also adversely impact our ability to obtain acceptable credit terms from pharmaceutical manufacturers, including pharmaceutical manufacturers of products other than ESAs.

The Company expects continued payer scrutiny of the side effects of supportive care products and other drugs that represent significant costs to payers. Such scrutiny by payers or additional scientific data could lead to future restrictions on usage or reimbursement for other pharmaceuticals as a result of payer or FDA action or reductions in usage as a result of the independent determination of oncologists practicing in our network. Any such reduction could have an adverse effect on our business. In our evidence-based medicine initiative, affiliated physicians continually review emerging scientific information to develop clinical pathways for use in oncology and remain engaged with payers in determining optimal usage for all pharmaceuticals.

Medicare reimbursement for physician services is based on a fee schedule, which establishes payment for a given service, in relation to actual resources used in providing the service, through the application of relative value units (“RVUs”). The resources used are converted into a dollar amount of reimbursement through a conversion factor, which is updated annually by CMS, based on a formula.

On October 30, 2009, CMS announced final changes to policies and payment rates for services to be furnished during 2010 by physicians and nonphysician practitioners who are paid under the Medicare physician fee schedule. Under the statutory formula, the conversion factor for 2010 was estimated to decrease by 21.3% unless Congress again enacted superseding legislation. In addition, CMS projected that changes to policies and payment rates for 2010 would result in a 1% decrease (6% decrease in 2013 under 4-year phase-in) in overall payments to the specialty of hematology/oncology and a 1% decrease (5% decrease in 2013) in overall payments to the specialty of radiation oncology. To date, there have been four extensions approved by Congress and signed by President Obama delaying the 21.3% payment reduction. The most recent, approved by Congress and signed by the president on June 25, 2010, is The Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010 (H.R. 3962) which delays the payment reduction until November 30, 2010 and includes a 2.2%

-10-

US ONCOLOGY HOLDINGS, INC. AND US ONCOLOGY, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued

(unaudited)

increase in the conversion factor for services provided from June 1, 2010 through November 30, 2010. H.R. 3962 also included rate change adjustments related to the Geographic Practice Cost Index retroactive to services provided beginning January 1, 2010.

The Company’s most significant, and only service agreement to provide more than 10% of total revenues, is with Texas Oncology, P.A. which accounted for approximately 25% of revenue for the six month periods ended June 30, 2010, and 2009. Set forth below is selected, unaudited financial information for Texas Oncology (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2010		2009		2010		2009

Revenue of Texas Oncology, P.A.	$	227,524	$	220,413	$	447,652	$	431,916
Less: Reimbursement of expenses		214,193		206,858		421,639		408,128

Earnings component of management fee	$	13,331	$	13,555	$	26,013	$	23,788

NOTE 3 – Fair Value Measurements

Under the provisions of ASC820 “Fair Value Measurements and Disclosures” (Fair Value Measurements and Disclosure Topics) assets and liabilities measured at fair value are to be categorized into one of three different levels depending on the observability of the inputs employed in the measurement. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs are observable inputs other than quoted prices included within Level 1 for the asset or liability, either directly or indirectly through market-corroborated inputs. Level 3 inputs are unobservable inputs for the asset or liability reflecting our assumptions about pricing by market participants. The Company classifies assets and liabilities in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s methodology for categorizing assets and liabilities that are measured at fair value pursuant to this hierarchy gives the highest priority to unadjusted quoted prices in active markets and the lowest level to unobservable inputs.

Liabilities consist of the Company’s interest rate swap only, which is valued using models based on readily observable market parameters for all substantial terms of the derivative contract and, therefore, are classified as Level 2. Under the interest rate swap, the Company pays a fixed rate of 4.97% and receives a floating rate based on the six-month LIBOR on a notional amount of $425.0 million. The floating rate is set at the start of each semi-annual interest period with the final interest settlement date on March 15, 2012. The fair value of the interest rate swap is estimated based upon the expected future cash settlements, as reported by the counterparty, using observable market information. The most significant factors in estimating the value of the interest rate swap is the assumption made regarding the future interest rates that will be used to establish the variable rate payments to be received by the Company and the discount rate used to determine the present value of those estimated future payments. The Company considers both counterparty credit risk and its own credit risk when estimating the fair market value of the interest rate swap. Because of negative differential between the current (and projected) LIBOR rate and the fixed interest rate paid by the Company, which results in a net liability position, as well as the counterparty’s credit rating, counterparty credit risk is assessed to be minimal and did not impact the fair value of the interest rate swap. The Company also assesses its own credit risk in the valuation of its obligation under the interest rate swap using Company-specific market information. The most significant market information considered was the credit spread between the “Holdings Notes” (exchange notes registered with the SEC in 2007), an instrument with a similar credit profile and term as the interest rate swap, and the like term treasury spread (as an estimate of a risk free rate). An increase in future LIBOR rates of 1.00 percent would increase (in the Company’s favor) the fair value of the interest rate swap by $5.7 million and a decrease in future interest rates of 1.00 percent would negatively impact its fair value by $5.4 million. As of June 30, 2010, $84.7 million of the Company’s indebtedness remains exposed to changes in variable interest rates. As such, movements that favorably impact the fair market value of the interest rate swap will increase the interest expense associated with our indebtedness that remains subject to variable interest rate risk.

-11-

US ONCOLOGY HOLDINGS, INC. AND US ONCOLOGY, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued

(unaudited)

The following table summarizes the assets and liabilities measured at fair value on a recurring basis as of June 30, 2010 (in thousands):


			Quoted Prices in
			Active Markets for		Significant Other		Significant
	Fair Value as of		Identical Assets		Observable Inputs		Unobservable Inputs
	June 30, 2010		(Level 1)		(Level 2)		(Level 3)

Assets	$	-	$	-	$	-	$	-

Liabilities
Other accrued liabilities		17,830		-		17,830		-
Other long-term liabilities		13,930		-		13,930		-

Total	$	31,760	$	-	$	31,760	$	-

Non-designated Derivative Instrument

The Company’s interest rate swap agreement described above was initially designated as a cash flow hedge against the variability of cash future interest payments on the Holdings Notes (see Note 6 – Indebtedness). The Company no longer believes that payment of cash interest on the entire principal of the outstanding Holdings Notes remains probable and has discontinued cash flow hedge accounting for the interest rate swap. Subsequent to discontinuation of hedge accounting, the Company has recognized all unrealized losses in earnings, rather than deferring such amounts in accumulated other comprehensive income. Holdings recognized unrealized losses during the three and six months ended June 30, 2010 and 2009 as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2010		2009		2010		2009

Loss on interest rate swap	$	(2,842)	$	(1,653)	$	(7,986)	$	(2,416)

Although cash flow hedge accounting is no longer applied to the interest rate swap, the Company believes the swap, economically, remains a hedge against the variability in a portion of interest accruing on the Holdings Notes.

NOTE 4 – Intangible Assets and Goodwill

Changes in intangible assets relating to service agreements, customer relationships, trademarks and goodwill during the six months ended June 30, 2010 consisted of the following (in thousands):


	Service		Customer						Accumulated
	Agreements,		Relationships,		Patents &				Impairment
	net		net		Trademarks		Goodwill		Loss		Goodwill, net

Balance at December 31, 2009	$	251,397	$	3,244	$	-	$	757,270	$	(380,000)	$	377,270
Additions		1,763		2,180		990		1,647		-		1,647
Impairment charges		(2,523)		-		-		-		-		-
Amortization expense and other		(10,442)		(330)		(56)		-		-		-

Balance at June 30, 2010	$	240,195	$	5,094	$	934	$	758,917	$	(380,000)	$	378,917


Average of straight-line based amortization period remaining in years as of June 30, 2010		12		7		4		N/A

Customer relationships, net, are classified as Other Assets in the accompanying Condensed Consolidated Balance Sheets. Accumulated amortization relating to service agreements was $79.0 million and $73.4 million at June 30, 2010 and December 31, 2009, respectively. The amortization expense of amortizable intangible assets for the six months ended June 30, 2010 was $10.8 million, and the estimated amortization expense for the five succeeding years approximates $20 million per year.

-12-

US ONCOLOGY HOLDINGS, INC. AND US ONCOLOGY, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued

(unaudited)

During the six months ended June 30, 2010, the Company recorded additions to certain intangible assets related to the acquisition of CURE Media Group for cash consideration of $4.4 million. Additions to customer relationships of $2.2 million, trademarks of $0.5 million and goodwill of $1.6 million, as noted in the table above, all relate to this acquisition. Goodwill related to our acquisition of the CURE Media Group is included in the pharmaceutical services segment. In addition, the Company recorded additions to patents and trademarks related to the acquisition of NexCura of $0.5 million. During the three months ended June 30, 2010, the Company impaired service agreement intangible assets with a carrying value of $2.5 million (see Note 5 – “Impairment and Restructuring Charges”),

The carrying value of goodwill and the carrying value of service agreements are subject to impairment tests under generally accepted accounting principles. There were no impairments of goodwill identified during the six months ended June 30, 2010. However, future adverse changes in actual or anticipated operating results, as well as unfavorable changes in economic factors and market multiples used to estimate the fair value of the Company, could result in future non-cash impairment charges.

NOTE 5 – Impairment and Restructuring Charges

Impairment and restructuring charges recognized during the three months and six months ended June 30, 2010 and 2009 consisted of the following (in thousands):


	Three Months Ended June 30,						Six Months Ended June 30,
	2010			2009			2010			2009

Severance costs		$	746		$	371		$	1,466		$	1,613
Service agreements, net			2,523			-			2,523			150
Other, net			-			10			92			27

Total		$	3,269		$	381		$	4,081		$	1,790

During the three months and six months ended June 30, 2010, the Company recorded $0.7 million and $1.5 million, respectively, of severance charges for involuntary terminations. These charges will be paid through the first quarter of 2011. In addition, an unamortized service agreement intangible was impaired for $2.5 million related to a practice which terminated its comprehensive strategic alliance arrangement.

During the three months and six months ended June 30, 2009, the Company recorded $0.4 million and $1.6 million, respectively, of severance charges related to certain corporate personnel in connection with efforts to reduce costs. In addition, an unamortized service agreement intangible was impaired for $0.2 million related to a practice which converted from a comprehensive strategic alliance model to a targeted physician services relationship.

-13-

US ONCOLOGY HOLDINGS, INC. AND US ONCOLOGY, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued

(unaudited)

NOTE 6 – Indebtedness

As of June 30, 2010 and December 31, 2009, long-term indebtedness consisted of the following (in thousands):


	June 30,		December 31,
	2010		2009

US Oncology, Inc.
9.125% Senior Secured Notes, due 2017		760,409		759,680
10.75% Senior Subordinated Notes, due 2014		275,000		275,000
9.625% Senior Subordinated Notes, due 2012		3,000		3,000
Subordinated notes		20,221		25,945
Mortgage, capital lease obligations and other		20,254		21,242

		1,078,884		1,084,867
Less current maturities		(11,395)		(10,579)

		1,067,489		1,074,288


US Oncology Holdings, Inc.
Senior Floating Rate PIK Toggle Notes, due 2012		509,687		493,954

	$	1,577,176	$	1,568,242

Future principal obligations under US Oncology’s and Holdings’ long-term indebtedness as of June 30, 2010, are as follows (in thousands):


	Twelve months ending June 30,
	2011			2012			2013			2014			2015			Thereafter
US Oncology payments due		$	11,395		$	8,310		$	8,338		$	2,082		$	280,987		$	782,363
Holdings payments due			-			509,687			-			-			-			-

		$	11,395		$	517,997		$	8,338		$	2,082		$	280,987		$	782,363

Financial Covenants

At June 30, 2010, we were in compliance with the financial covenants of our indebtedness. The senior secured revolving credit facility contains the most restrictive financial maintenance covenants related to our indebtedness and requires US Oncology to comply, on a quarterly basis, with certain financial covenants, including a maximum leverage ratio test, which becomes more restrictive over time. At June 30, 2010, the terms of the senior secured revolving credit facility required that we maintain a maximum leverage ratio of 7.00:1. As of June 30, 2010, the maximum leverage ratio, as calculated under the terms of the senior secured revolving credit facility, was 4.80:1. The ratio becomes more restrictive (generally semiannually beginning in 2011) and, at maturity in 2012, the maximum leverage ratio may not be more than 6.00:1. Our ability to access the senior secured revolving credit facility may be limited if we are not able to maintain compliance with these covenants through the facility’s maturity in August 2012.

Senior Secured Revolving Credit Facility

On August 26, 2009, the Company entered into a $120.0 million Senior Secured Revolving Credit Facility, including a letter of credit sub-facility and a swingline loan sub-facility, which matures on August 31, 2012. The Senior Secured Revolving Credit Facility is guaranteed on a senior secured basis by the wholly-owned domestic subsidiaries and is secured on a first lien priority basis (subject to certain exceptions and permitted liens) by substantially all the tangible and intangible assets and properties of the Company and such guarantors. At June 30, 2010, availability had been reduced by outstanding letters of credit amounting to $30.4 million and $89.6 million was available for borrowing. At June 30, 2010, no amounts had been borrowed under the Senior Secured Revolving Credit Facility.

-14-

US ONCOLOGY HOLDINGS, INC. AND US ONCOLOGY, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued

(unaudited)

Senior Floating Rate PIK Toggle Notes

On March 15, 2007, Holdings, whose principal asset is its investment in US Oncology, issued $425.0 million of senior floating rate PIK toggle notes, due March 15, 2012 (the “Holdings Notes”). These notes are senior unsecured obligations of Holdings. Holdings may elect to pay interest on the Holdings Notes entirely in cash, by increasing the principal amount of the Holdings Notes (“PIK interest”), or by paying 50% in cash and 50% by increasing the principal amount of the Holdings Notes. Cash interest accrues on the Holdings Notes at a rate per annum equal to 6-month LIBOR plus the applicable spread. PIK interest accrues on the Holdings Notes at a rate per annum equal to the cash interest rate plus 0.75%. The Company must make an election regarding whether interest will be paid in cash or in kind prior to the start of the applicable interest period. The applicable spread is 5.50% and reflects an increase of 0.50% on March 15, 2010. The impact of scheduled spread increases is recognized as interest expense on a straight line basis to reflect a constant spread over the term of the Holdings Notes. During the six months ended June 30, 2010 and 2009, the Company elected to PIK interest on the Holdings Notes and total interest expense was $16.9 million and $20.1 million, respectively, which includes cash or PIK interest, as well as interest related to spread increases and the amortization of debt issuance costs.

Holdings may redeem all or any of the Holdings Notes at 101% of the redemption prices if redeemed prior to September 15, 2010 and at 100% of the redemption prices if redeemed on or after September 15, 2010.

Because Holdings’ principal asset is its investment in US Oncology, US Oncology provides funds to service Holdings’ indebtedness through payment of dividends to Holdings. US Oncology’s senior notes and senior subordinated notes limit its ability to make restricted payments from US Oncology, including dividends paid by US Oncology to Holdings. As of June 30, 2010, US Oncology has the ability to make approximately $17.5 million in restricted payments, which amount increases based on capital contributions to US Oncology, Inc. and by 50% of US Oncology’s net income and is reduced by i) the amount of any restricted payments made and ii) net losses of US Oncology, excluding certain non-cash charges such as the $25.1 million loss on early extinguishment of debt in 2009. Delaware law also requires that US Oncology be solvent both at the time, and immediately following, a dividend payment to Holdings. Because Holdings relies on dividends from US Oncology to fund cash interest payments on the Holdings Notes, in the event that such restrictions prevent US Oncology from paying such a dividend, Holdings would be unable to pay interest on the notes in cash and would instead be required to pay PIK interest. In connection with issuing the Holdings Notes, Holdings entered into an interest rate swap agreement, with a notional amount of $425.0 million, fixing the LIBOR base rate at 4.97% through maturity in 2012 (see Note 3). Unlike interest on the Holdings Notes, which may be settled in cash or through the issuance of additional notes, payments due to the swap counterparty must be made in cash. As a result of the current and projected low interest rate environment, and the related expectation that Holdings will continue to be net payer on the interest rate swap, the Company believes that cash payments for the interest rate swap obligations will reduce the availability under the restricted payments provisions in US Oncology’s indebtedness to a level that additional payments for cash interest for the Holdings Notes may not be prudent and therefore, no longer remain probable. Based on projected LIBOR interest rates as of June 30, 2010, there will be available funds under the restricted payments provision in order to service, at a minimum, the estimated interest rate swap obligations through the end of 2010. The Company’s semiannual payment obligations on the interest rate swap increase by $2.1 million for each 1.00% that the fixed interest rate of 4.97% paid to the counterparty exceeds the variable interest rate received from the counterparty. Similarly, the Company’s semiannual payment obligations on the interest rate swap decrease by $2.1 million when the difference between the fixed interest rate paid to the counterparty and the variable interest rate received from the counterparty reduces by 1.00%. In the event amounts available under the restricted payments provision are insufficient for the Company to service interest on the Holdings Notes, including any obligation related to the interest rate swap, the Company may be required to arrange additional financing or a capital infusion and use such proceeds to satisfy these obligations. There can be no assurance that additional financing or a capital infusion, if available, will be made on terms that are acceptable to the Company. We expect to issue $17.1 million in notes to settle the interest due in September 2010. In addition, we are required to pay $9.9 million to settle the obligation under our interest rate swap agreement for the interest period ending September 15, 2010. During the six months ended June 30, 2010, US Oncology paid dividends in the amount of $9.2 million to Holdings to finance obligations related to the Holdings Notes and interest rate swap.

Holdings issued the Holdings Notes pursuant to an Indenture dated March 13, 2007 between Holdings and a Trustee. Among other provisions, the Indenture contains certain covenants that limit the ability of Holdings and certain restricted subsidiaries, including US Oncology, to incur additional debt, pay dividends on, redeem or repurchase capital stock, issue capital stock of restricted subsidiaries, make certain investments, enter into certain types of transactions with affiliates, engage in unrelated businesses, create liens securing the debt of Holdings and sell certain assets or merge with or into other companies.

-15-

US ONCOLOGY HOLDINGS, INC. AND US ONCOLOGY, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued

(unaudited)

The fair value of the Company’s long term indebtedness is estimated based on quoted market prices or prices quoted from third party financial institutions. The carrying amount and fair value of the indebtedness, including the current portion, are as follows:


	As of June 30, 2010				As of December 31, 2009
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(in thousands)
9.125% Senior Secured Notes, due 2017^(a)	$	775,000	$	790,500	$	775,000	$	804,063
10.75% Senior Subordinated Notes, due 2014		275,000		282,563		275,000		287,375
Holdings Senior Floating Rate PIK Toggle Notes, due 2012		509,687	$	474,009		493,954		456,907

(a) Does not include $14.6 million unamortized original issue discount balance.

NOTE 7 - Stock-Based Compensation

The Company has two stock-based compensation plans as well as a long-term cash incentive plan. The following disclosures relate to stock incentive plans involving shares of or options to purchase Holdings common stock. Activity related to Holdings’ stock-based compensation is also included in the financial statements of US Oncology, as the participants in such plans are employees of US Oncology.

Compensation expense is recognized in the Company’s financial statements over the requisite service period, net of estimated forfeitures, and based on the fair value as of the grant date.

US Oncology Holdings, Inc. Amended and Restated 2004 Equity Incentive Plan

The Holdings’ Board of Directors adopted the US Oncology Holdings, Inc. 2004 Equity Incentive Plan (the “Equity Incentive Plan”) effective in August, 2004 and twice amended effective January 1, 2008 and October 1, 2009. The purpose of the plan is to attract and retain the best available personnel and to provide additional incentives to employees and consultants to promote the success of the business. Based on the individual vesting criteria for each award, the Company recorded compensation expense of $0.6 million and $1.3 million during the three and six months ended June 30, 2010, respectively and $0.3 million and $0.8 million during the three and six months ended June 2009, respectively, related to restricted stock and stock option awards made under the Equity Incentive Plan. At June 30, 2010, 1,472,219 shares of either restricted stock or stock options and 12,447,681 shares of stock options were available for future awards.

The Company granted awards of 25,000 and 125,000 restricted shares with an aggregate fair value at the time of grant of less than $0.1 million during the three and six months ended June 30, 2010, respectively, and 250,000 restricted shares with an aggregate fair value at the time of grant of approximately $0.1 million during the six months ended June 30, 2009. Restricted shares vest over a three to five year period from the date of grant. During the six months ended June 30, 2010 there were 120,000 restricted shares forfeited by holders and during the three and six months ended June 30, 2009, 386,100 and 597,600 restricted shares were forfeited by holders, respectively.

The following summarizes activity for restricted shares awarded under the Equity Incentive Plan for the six months ended June 30, 2010:


		Restricted Shares

Restricted shares outstanding, December 31, 2009		10,869,851
Granted		125,000
Forfeited		(120,000)
Vested		(2,174,697)

Restricted shares outstanding, June 30, 2010		8,700,154

-16-

US ONCOLOGY HOLDINGS, INC. AND US ONCOLOGY, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued

(unaudited)

The following summarizes activity for options awarded under the Equity Incentive Plan for the six months ended June 30, 2010:


	Stock Options
	Shares Represented by Options	Weighted Average Exercise Price	Weighted Average Remaining Contractual Term

Balance, December 31, 2009	13,319,050	$1.50
Exercised	(25,500)	1.33
Forfeited	(62,000)	1.38

Balance, June 30, 2010	13,231,550	1.49	9.1

Options exercisable, June 30, 2010	361,850	1.42	5.1

At June 30, 2010, 13,231,550 options to purchase Holdings common stock were outstanding. During the six months ended June 30, 2010 and 2009, there were no options granted to purchase common shares. Compensation expense related to options granted has been recorded based on the fair value as of the grant date and vesting provisions.

Holdings’ Amended and Restated Director Stock Option and Restricted Stock Award Plan

The Holdings’ Board of Directors adopted the US Oncology Holdings 2004 Director Stock Option Plan (the “Director Stock Option Plan”), which became effective in October 2004 upon stockholder approval. Effective October 1, 2009, Holdings amended and restated its Director Stock Option Plan in order to: (a) allow directors to be granted shares of restricted stock; (b) provide grants to directors; and (c) increase the number of shares of common stock of Holdings available for awards under the plan from 500,000 to 1,000,000; in each case, as more fully set forth in the Amended and Restated Director Stock Option and Restricted Stock Award Plan (the “Amended Director Plan”).

Under the Amended Director Plan, each eligible director at the effective date of the Director Stock Option Plan is automatically granted an option to purchase 5,000 shares of common stock at fair value. In addition, each such director is automatically granted an option to purchase 1,000 shares of common stock for each board committee on which such director served. Each eligible director at the effective date of the Amended Director Plan is granted 15,000 shares of restricted common stock unless such director was first elected to the Board during or after 2009, in which case such director is granted 25,000 shares of restricted common stock at the later of the effective date of the Amended Director Plan or the date of his or her election to the Board. In addition, each such director is granted 1,000 shares of restricted common stock for each board committee on which such director served. On the date of the 2010 annual meeting of stockholders and for each annual meeting of stockholders thereafter, each eligible director will be granted 10,000 shares of restricted common stock. At the first board meeting following the 2010 annual meeting of stockholders and each annual meeting of stockholders thereafter, each eligible director will be granted 1,000 shares of restricted common stock for each board committee such director served. All grants of restricted common stock are contingent upon execution of a restricted stock agreement.

Through June 30, 2010, options to purchase 209,000 shares of common stock, net of forfeitures, have been granted to directors under the Director Stock Option Plan as amended, with exercise prices ranging from $0.23 to $2.72. At June 30, 2010, 126,000 options to purchase Holdings common stock were outstanding. The options vest six months after the date of grant. During the six months ended June 30, 2010, there were no exercises of options issued under the Amended Director Plan. The Company granted 100,000 shares of restricted common stock during the three and six months ended June 30, 2010. Through June 30, 2010, 236,000 shares of restricted common stock have been granted to directors under the Amended Director Plan. At June 30, 2010, 236,000 shares of restricted common stock were outstanding. At June 30, 2010, 555,000 shares were available for future awards under the Amended Director Plan.

-17-

US ONCOLOGY HOLDINGS, INC. AND US ONCOLOGY, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued

(unaudited)

NOTE 8 – Income Taxes

The effective tax rate for the three months and six months ended June 30, 2010 and 2009 was as follows (dollars in thousands):


	US Oncology Holdings, Inc.				US Oncology, Inc.
	Three Months Ended June 30,				Three Months Ended June 30,
	2010		2009		2010		2009

Income (loss) before income taxes	$	(11,253)	$	(19,362)	$	125	$	(7,975)
Less: Income before income taxes attributable to noncontrolling interests		(1,016)		(944)		(1,016)		(944)

Loss before income taxes attributable to the Company	$	(12,269)	$	(20,306)	$	(891)	$	(8,919)

Income tax benefit (provision) attributable to the Company	$	(723)	$	2,913	$	(1,009)	$	1,324


Effective tax rate attributable to the Company		(5.9)%		14.3%		(113.2)%		14.8%


	US Oncology Holdings, Inc.				US Oncology, Inc.
	Six Months Ended June 30,				Six Months Ended June 30,
	2010		2009		2010		2009

Income (loss) before income taxes	$	(24,241)	$	(25,172)	$	826	$	(2,595)
Less: Income before income taxes attributable to noncontrolling interests		(1,946)		(1,703)		(1,946)		(1,703)

Loss before income taxes attributable to the Company	$	(26,187)	$	(26,875)	$	(1,120)	$	(4,298)

Income tax benefit (provision) attributable to the Company	$	(1,297)	$	4,024	$	(914)	$	(2,280)


Effective tax rate attributable to the Company		(5.0)%		15.0%		(81.6)%		(53.0)%

The difference between the effective tax rate for Holdings and US Oncology relates to the incremental expenses associated with Holdings’ separate capitalization and general and administrative expenses incurred by Holdings. These differences increase Holdings’ taxable loss and, consequently, alter the impact of non-deductible costs and certain state income taxes assessed on a different basis than federal income taxes on its effective tax rate. Additionally, Holdings has recorded a valuation allowance to reduce its deferred tax assets to their estimated realizable value.

-18-

US ONCOLOGY HOLDINGS, INC. AND US ONCOLOGY, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued

(unaudited)

The difference between our effective income tax rate and the amount that would be determined by applying the statutory U.S. income tax rate before income taxes is as follows (dollars in thousands):


	US Oncology Holdings, Inc.						US Oncology, Inc.
	Three Months Ended June 30,						Three Months Ended June 30,
	2010			2009			2010			2009

U.S. statutory income tax rate	$	4,294	35.0%	$	7,107	35.0%	$	312	35.0%	$	3,122	35.0%
Non-deductible expenses		(237)	(1.9)		(929)	(4.6)		(237)	(26.6)		(695)	(7.8)
State income taxes, net of federal benefit ⁽¹⁾		1	-		(242)	(1.2)		(349)	(39.2)		(1,709)	(19.2)
Reserve for uncertain tax positions		550	4.5		38	0.2		(170)	(19.1)		38	0.4
Valuation allowance		(4,173)	(34.0)		(2,514)	(12.4)		-	-		-	-
Other ⁽²⁾		(1,158)	(9.5)		(547)	(2.7)		(565)	(63.3)		568	6.4

Effective tax benefit (provision) ⁽³⁾	$	(723)	(5.9)%	$	2,913	14.3%	$	(1,009)	(113.2)%	$	1,324	14.8%


	US Oncology Holdings, Inc.						US Oncology, Inc.
	Six Months Ended June 30,						Six Months Ended June 30,
	2010			2009			2010			2009

U.S. statutory income tax rate	$	9,165	35.0%	$	9,406	35.0%	$	392	35.0%	$	1,505	35%
Non-deductible expenses		(474)	(1.8)		(1,183)	(4.4)		(474)	(42.3)		(949)	(22.1)
State income taxes, net of federal benefit ⁽¹⁾		69	0.3		(724)	(2.7)		(698)	(62.4)		(2,274)	(52.9)
Reserve for uncertain tax positions		550	2.1		(562)	(2.1)		(170)	(15.1)		(562)	(13.0)
Valuation allowance		(9,449)	(36.1)		(2,514)	(9.4)		-	-		-	-
Other ⁽²⁾		(1,158)	(4.5)		(399)	(1.4)		36	3.2		-	-

Effective tax benefit (provision) ⁽³⁾	$	(1,297)	(5.0)%	$	4,024	15.0%	$	(914)	(81.6)%	$	(2,280)	(53.0)%

(1)

The Texas state margin tax became effective January 1, 2007. Under the Texas margin tax, a Company’s tax obligation is computed based on its receipts less, in the case of the Company, the cost of pharmaceuticals. As such, significant costs incurred that would be deducted to compute federal income tax of an entity may not be considered in assessing an obligation for margin tax.

(2)

For the three and six months ended June 30, 2010, a FASB Interpretation No. 18 (“FIN 18”) adjustment was made in the interim financial statements to increase the income tax provision for US Oncology Holdings, Inc. to the effective tax rate based on the estimated results for the year ended December 31, 2010.

(3)

For the six months ended June 30, 2010, the annual effective tax rate for US Oncology, Inc. for the year ended December 31, 2010 could not be reasonably estimated because the Company expects its pretax income for the year to be near breakeven.

At June 30, 2010, the Company had a gross federal net operating loss carryforward benefit of approximately $136.8 million that will begin to expire in 2027. In assessing the realizability of deferred tax assets, management evaluates a variety of factors in considering whether it is more likely than not that some portion or all of the deferred tax assets will ultimately be realized. Management considers earnings expectations, the existence of taxable temporary differences, tax planning strategies, and the periods in which estimated losses can be utilized. Based upon this analysis, management has concluded that it is not more likely than not that Holdings will realize all of the benefits of its deferred tax assets and accordingly has recorded a valuation allowance of $25.9 million against it deferred tax assets as of June 30, 2010.

As of June 30, 2010, the Company had an accrual for uncertain tax positions of $1.4 million which is generally expected to settle within the next twelve months. The Company’s federal uncertain tax position of $1.5 million was reversed in the current quarter as a result of a settlement with the IRS of which $0.7 million is reflected as an income tax benefit, $0.5 million as a reduction in Holding’s net operating loss carryforward, and $0.3 million as a current payable for payment of excise taxes.

-19-

US ONCOLOGY HOLDINGS, INC. AND US ONCOLOGY, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued

(unaudited)

NOTE 9 – Segment Financial Information

The Company’s reportable segments are based on internal management reporting that disaggregates the business by service line. The Company’s reportable segments are medical oncology services, cancer center services, pharmaceutical services, and research/other services (primarily consisting of cancer research services). The Company provides comprehensive practice management services for the non-clinical aspects of practice management to affiliated practices in its medical oncology and cancer center services segments. In addition to managing their non-clinical operations, the medical oncology segment provides oncology pharmaceutical services to practices affiliated through comprehensive strategic alliances. The cancer center services segment develops and manages comprehensive, community-based cancer centers, which integrate various aspects of outpatient cancer care, from laboratory and radiology diagnostic capabilities to radiation therapy for practices affiliated by comprehensive strategic alliance. The pharmaceutical services segment distributes oncology pharmaceuticals to affiliated practices, including practices affiliated under the targeted physician services model, and provides informational and other services to pharmaceutical manufacturers. The research/other services segment contracts with pharmaceutical and biotechnology firms to provide a comprehensive range of services relating to clinical trials.

Balance sheet information by reportable segment is not reported, since the Company does not prepare such information internally.

-20-

US ONCOLOGY HOLDINGS, INC. AND US ONCOLOGY, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued

(unaudited)

The tables below present segment results for the three months and six months ended June 30, 2010 and 2009 (in thousands). Income (loss) from operations of Holdings is identical to those of US Oncology with the exception of nominal administrative expenses:



	Three Months Ended June 30, 2010

	Medical Oncology Services		Cancer Center Services		Pharmaceutical Services		Research/ Other		Corporate Costs		Eliminations ⁽¹⁾		Total

US Oncology, Inc.
Product revenue	$	451,095	$	-	$	639,746	$	-	$	-	$	(470,111)	$	620,730
Service revenue		162,650		99,476		15,639		19,864		-		-		297,629

Total revenue		613,745		99,476		655,385		19,864		-		(470,111)		918,359
Operating expenses		(594,365)		(65,469)		(633,547)		(19,001)		(20,236)		470,111		(862,507)
Impairment and restructuring charges		(2,523)		-		-		-		(746)		-		(3,269)
Depreciation and amortization		-		(9,145)		(683)		(61)		(14,510)		-		(24,399)

Income (loss) from operations	$	16,857	$	24,862	$	21,155	$	802	$	(35,492)	$	-	$	28,184


US Oncology Holdings, Inc.
Operating expenses	$	-	$	-	$	-	$	-	$	(66)	$	-	$	(66)

Income (loss) from operations	$	16,857	$	24,862	$	21,155	$	802	$	(35,558)	$	-	$	28,118

Goodwill	$	28,913	$	191,424	$	158,580	$	-	$	-	$	-	$	378,917




	Three Months Ended June 30, 2009

	Medical Oncology Services		Cancer Center Services		Pharmaceutical Services		Research/ Other		Corporate Costs		Eliminations ⁽¹⁾		Total

US Oncology, Inc.
Product revenue	$	449,892	$	-	$	608,365	$	-	$	-	$	(463,685)	$	594,572
Service revenue		155,666		97,143		15,796		18,470		-		-		287,075

Total revenue		605,558		97,143		624,161		18,470		-		(463,685)		881,647
Operating expenses		(588,340)		(62,545)		(598,775)		(17,103)		(16,191)		463,685		(819,269)
Impairment and restructuring charges		(10)		-		-		-		(371)		-		(381)
Depreciation and amortization		-		(9,640)		(467)		(66)		(14,999)		-		(25,172)

Income (loss) from operations	$	17,208	$	24,958	$	24,919	$	1,301	$	(31,561)	$	-	$	36,825


US Oncology Holdings, Inc.
Operating expenses	$	-	$	-	$	-	$	-	$	(34)	$	-	$	(34)

Income (loss) from operations	$	17,208	$	24,958	$	24,919	$	1,301	$	(31,595)	$	-	$	36,791

Goodwill	$	28,913	$	191,424	$	156,933	$	-	$	-	$	-	$	377,270

⁽¹⁾

Eliminations represent the sale of pharmaceuticals from the distribution center (pharmaceutical services segment) to the practices affiliated under comprehensive service agreements (medical oncology segment).

-21-

US ONCOLOGY HOLDINGS, INC. AND US ONCOLOGY, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued

(unaudited)



	Six Months Ended June 30, 2010

	Medical Oncology Services		Cancer Center Services		Pharmaceutical Services		Research/ Other		Corporate Costs		Eliminations ⁽¹⁾		Total

US Oncology, Inc.
Product revenue	$	886,665	$	-	$	1,242,706	$	-	$	-	$	(919,594)	$	1,209,777
Service revenue		322,213		197,750		30,898		38,183		-		-		589,044

Total revenue		1,208,878		197,750		1,273,604		38,183		-		(919,594)		1,798,821
Operating expenses		(1,171,483)		(130,217)		(1,229,259)		(37,251)		(39,871)		919,594		(1,688,487)
Impairment and restructuring charges		(2,615)		-		-		-		(1,466)		-		(4,081)
Depreciation and amortization		-		(18,960)		(1,274)		(120)		(29,799)		-		(50,153)

Income (loss) from operations	$	34,780	$	48,573	$	43,071	$	812	$	(71,136)	$	-	$	56,100


US Oncology Holdings, Inc.
Operating expenses	$	-	$	-	$	-	$	-	$	(152)	$	-	$	(152)

Income (loss) from operations	$	34,780	$	48,573	$	43,071	$	812	$	(71,288)	$	-	$	55,948

Goodwill	$	28,913	$	191,424	$	158,580	$	-	$	-	$	-	$	378,917




	Six Months Ended June 30, 2009

	Medical Oncology Services		Cancer Center Services		Pharmaceutical Services		Research/ Other		Corporate Costs		Eliminations ⁽¹⁾		Total

US Oncology, Inc.
Product revenue	$	879,054	$	-	$	1,170,795	$	-	$	-	$	(892,197)	$	1,157,652
Service revenue		308,434		189,460		30,969		37,693		-		-		566,556

Total revenue		1,187,488		189,460		1,201,764		37,693		-		(892,197)		1,724,208
Operating expenses		(1,153,711)		(123,604)		(1,154,012)		(33,869)		(34,322)		892,197		(1,607,321)
Impairment and restructuring charges		(177)		-		-		-		(1,613)		-		(1,790)
Depreciation and amortization		-		(19,016)		(1,174)		(146)		(29,934)		-		(50,270)

Income (loss) from operations	$	33,600	$	46,840	$	46,578	$	3,678	$	(65,869)	$	-	$	64,827


US Oncology Holdings, Inc.
Operating expenses	$	-	$	-	$	-	$	-	$	(74)	$	-	$	(74)

Income (loss) from operations	$	33,600	$	46,840	$	46,578	$	3,678	$	(65,943)	$	-	$	64,753

Goodwill	$	28,913	$	191,424	$	156,933	$	-	$	-	$	-	$	377,270

⁽¹⁾

Revenue related to the Research/Other segment for the three months ended June 30, 2010 includes an out of period adjustment to correct accounting errors of approximately $1.4 million, of which $1.0 million related to services rendered during the year ended December 31, 2009 and $0.4 million related to services rendered during the three months ended March 31, 2010, which were billed to sponsors during the current quarter for currently ongoing trials. As a result, the Company increased revenue recognized by $1.4 million in its Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) which was offset by an increase in Other Receivables in its Condensed Consolidated Balance Sheet as of June 30, 2010.

Also, during the three months ended June 30, 2010, the Company recorded an adjustment to certain leasehold improvements that had been incorrectly depreciated beyond their historical cost as a result of receiving a partial cost reimbursement related to these assets from the affiliated practice conducting operations in the leased location. To correct this error in accounting, the Company reduced depreciation expense under corporate costs by $1.1 million in its Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) which was offset by an increase in property and equipment, net, in its Condensed Consolidated Balance Sheet as of June 30, 2010.

Collectively, these items increased income from operations by approximately $2.5 million in the three month period ended June 30, 2010. These corrections were recorded in the current period rather than restating previously issued financial statements as management concluded that their impact on prior periods and the estimated results for the year ending December 31, 2010 was not material. Also, these adjustments had no material impact on the Consolidated Statement of Cash Flows for any current or prior periods.

-22-

US ONCOLOGY HOLDINGS, INC. AND US ONCOLOGY, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued

(unaudited)

NOTE 10 – Commitments and Contingencies

Leases

The Company leases office space, along with certain comprehensive cancer centers and equipment under noncancelable operating lease agreements. As of June 30, 2010, total future minimum lease payments, including escalation provisions and leases with entities affiliated with practices, are as follows (in thousands):


	Twelve months ending June 30,
	2011		2012		2013		2014		2015		Thereafter
Payments due	$	87,441	$	81,263	$	72,241	$	63,109	$	52,952	$	266,536

Summary

The Company believes the allegations in suits against it are customary for the size and scope of the Company’s operations. However, adverse judgments, individually or in the aggregate, could have a material adverse effect on the Company.

Assessing the Company’s financial and operational exposure on litigation matters requires the application of substantial subjective judgments and estimates based upon facts and circumstances, resulting in estimates that could change as more information becomes available. Following is a summary of litigation matters of which the Company is aware.

U.S. Attorney Subpoena

On July 29, 2009 the Company received a subpoena from the United States Attorney’s Office, Eastern District of New York, seeking documents relating to its contracts and relationships with a pharmaceutical manufacturer and its business and activities relating to that manufacturer’s products. The Company believes that the subpoena relates to an ongoing investigation being conducted by that office regarding the manufacturer’s sales and marketing practices. The Company intends to fully cooperate with the request. At the present time, the U.S. Attorney has not made any allegation of wrongdoing on the part of the Company. However, the Company cannot provide assurance that such an allegation or litigation will not result from this investigation. While the Company believes that it is operating and has operated its business in compliance with the law, including with respect to the matters covered by the subpoena, the Company cannot provide assurance that the U.S. Attorney will not make a determination that wrongdoing has occurred. We have devoted significant resources responding to the subpoena and anticipate that such resources will be required on an ongoing basis to fully respond.

U.S. Department of Justice Subpoena

During the fourth quarter of 2005, the Company received a subpoena from the United States Department of Justice’s Civil Litigation Division (“DOJ”) requesting a broad range of information about the Company and its business, generally in relation to its contracts and relationships with pharmaceutical manufacturers. The Company has cooperated fully with the DOJ in responding to the subpoena. All outstanding document requests from the DOJ were addressed in early 2008, and the Company awaits further direction and feedback from the DOJ. At the present time, the DOJ has not made any allegation of wrongdoing on the part of the Company. However, the Company cannot provide assurance that such an allegation or litigation will not result from this investigation. While the Company believes that it is operating and has operated its business in compliance with the law, including with respect to the matters covered by the subpoena, the Company cannot provide assurance that the DOJ will not make a determination that wrongdoing has occurred. In addition, the Company has devoted significant resources to responding to the DOJ subpoena.

Qui Tam Lawsuits

From time to time, the Company has become aware that the Company and certain of its subsidiaries and affiliated practices have been the subjects of qui tam lawsuits (commonly referred to as “whistle-blower” suits). Because qui tam actions are filed under seal, it is possible that the Company is the subject of other qui tam actions of which it is unaware.

In previous qui tam suits which the Company has been made aware of, the DOJ has declined to intervene in such suits and the suits have been dismissed. Qui tam suits are brought by private individuals, and there is no minimum evidentiary or legal

-23-

US ONCOLOGY HOLDINGS, INC. AND US ONCOLOGY, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued

(unaudited)

threshold for bringing such a suit. The DOJ is legally required to investigate the allegations in these suits. The subject matter of many such claims may relate both to alleged actions of the Company and alleged actions of an affiliated practice. Because the affiliated practices are separate legal entities not controlled by the Company, such claims necessarily involve a more complicated, higher cost defense, and may adversely impact the relationship between the Company and the practices. If the individuals who file complaints and/or the United States were to prevail in these claims against the Company, and the magnitude of the alleged wrongdoing were determined to be significant, the resulting judgment could have a material adverse financial and operational effect on the Company, including potential limitations in future participation in governmental reimbursement programs. In addition, addressing complaints and government investigations requires the Company to devote significant financial and other resources to the process, regardless of the ultimate outcome of the claims.

Other Litigation

The provision of medical services by the Company’s affiliated practices entails an inherent risk of professional liability claims. The Company does not control the practice of medicine by the clinical staff or their compliance with regulatory and other requirements directly applicable to practices. In addition, because the practices purchase and prescribe pharmaceutical products, they face the risk of product liability claims. In addition, because of licensing requirements and affiliated practices’ participation in governmental healthcare programs, the Company and affiliated practices are, from time to time, subject to governmental audits and investigations, as well as internally initiated audits, some of which may result in refunds to governmental programs. Although the Company and its affiliated practices maintain insurance coverage, successful malpractice, regulatory or product liability claims asserted against the Company or one of its affiliated practices, in excess of insurance coverage, could have a material adverse effect on the Company.

The Company and its network physicians are defendants in a number of lawsuits involving employment and other disputes and breach of contract claims. In addition, the Company is involved from time to time in disputes with, and claims by, its affiliated practices against the Company.

The Company is also involved in litigation with a practice in Oklahoma that was affiliated with the Company under the net revenue model until April 2006. While the Company was still affiliated with the practice, the Company initiated arbitration proceedings pursuant to a provision in the service agreement providing for contract reformation in certain events. The practice countered with a lawsuit that alleges, among other things, that the Company has breached the service agreement and that the service agreement is unenforceable as a matter of public policy due to alleged violations of healthcare laws. The practice sought unspecified damages and a termination of the contract. The Company believes that its service agreement is lawful and enforceable and that it is operating in accordance with applicable law. As a result of alleged breaches of the service agreement by the practice, the Company terminated the service agreement in April 2006. In March 2007, the Oklahoma Supreme Court overturned a lower court’s ruling that would have compelled arbitration in this matter and remanded the case back to the lower court to hold hearings to determine whether and to what extent the arbitration provisions of the service agreement will be applicable to the dispute. The Company expects those hearings to occur in early 2011. Because of the need for further proceedings, the Company believes that the Oklahoma Supreme Court ruling will extend the amount of time it will take to resolve this dispute and increase the risk of the litigation to the Company. In any event, as with any complex litigation, the Company anticipates that this dispute may take several years to resolve.

As a result of the ongoing litigation, the Company has been unable to collect on a timely basis a receivable owed to the Company relating to accounts receivable purchased by the Company under the service agreement and amounts for reimbursement of expenses paid by the Company on the practice’s behalf. At June 30, 2010, the total receivable owed to the Company of $22.4 million is reflected on its balance sheet as other assets. Currently, a deposit of approximately $14.9 million is held in an escrowed bank account into which the practice had been making monthly deposits as required. In late 2009, the practice filed a motion to discontinue the monthly deposits and until a ruling is made the requirement has been suspended. These amounts will be released upon resolution of the litigation. In addition, approximately $7.6 million is being held in a bank account that has been frozen pending the outcome of related litigation regarding that account. In addition, the Company has filed a security lien on the receivables of the practice. The Company’s management believes that the amounts held in the bank accounts combined with the receivables of the practice in which the Company has filed a security lien represent adequate collateral to recover the $22.4 million receivable recorded as other noncurrent assets at June 30, 2010. Accordingly, the Company expects to realize the amount that is recorded on its balance sheet as owed by the practice. However, realization is subject to a successful conclusion to the litigation with the practice.

The Company intends to vigorously pursue its claims, including claims for any costs and expenses that it incurs as a result of the termination of the service agreement and to defend against the practice’s allegations that it breached the agreement and that

-24-

US ONCOLOGY HOLDINGS, INC. AND US ONCOLOGY, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued

(unaudited)

the agreement is unenforceable. However, the Company cannot provide assurance as to what the outcome of the litigation will be, or, even if it prevails in the litigation, whether it will be successful in recovering the full amount, or any, of its costs associated with the litigation and termination of the service agreement. The Company expects to continue to incur expenses in connection with its litigation with the practice.

Certificate of Need Regulatory Action

During the third quarter of 2006, one of the Company’s affiliated practices in North Carolina lost (through state regulatory action) the ability to provide radiation services at its cancer center in Asheville. The practice continued to provide medical oncology services, but was not permitted to use the radiation services area of the center (approximately 18% of the square footage of the cancer center). The practice appealed the regulatory action and the North Carolina Court of Appeals ruled in favor of the practice on procedural grounds and ordered the state agency to hold a new hearing on its regulatory action. In 2008, the practice received a ruling in its appeal, which mandated a rehearing by the state agency. The state agency conducted a rehearing and issued a new ruling upholding the practice’s right to provide radiation services. That decision was appealed, and the appellants also sought a stay of the state’s decision. The request for a stay was denied in July 2008 while the appeal was pending and as a result, the practice resumed diagnostic services in September, 2008 and radiation services in February, 2009. In June 2010, the North Carolina Court of Appeals ruled unanimously in favor of the practice which allows the practice to continue providing diagnostic scans and radiation therapy for patients.

Antitrust Inquiry

The United States Federal Trade Commission (“FTC”) and a state Attorney General have informed one of the Company’s affiliated physician practices that they have opened an investigation to determine whether a recent transaction in which another group of physicians became employees of that affiliated group violated relevant state or federal antitrust laws. In addition, the FTC has requested information from the Company regarding its role in that transaction. The Company is in the process of responding to a request for information on this matter. At present, the Company believes that the scope of the investigation is limited to a single transaction, but the Company cannot provide assurance that the scope will remain limited. The Company believes that it and its affiliated physician practices comply with relevant antitrust laws. However, if this investigation were to result in a claim against the Company or its affiliated physician practice in which the FTC or Attorney General prevails, the resulting judgment could have a material adverse financial and operational effect on the Company or that practice, including the possibility of monetary damages or fines, a requirement that it unwind the transaction at issue or the imposition of restrictions on future operations and development. In addition, addressing government investigations requires the Company to devote significant financial and other resources to the process, regardless of the ultimate outcome of the claims. Furthermore, because of the size and scope of the Company’s network, there is a risk that it could be subjected to greater scrutiny by government regulators with regard to antitrust issues.

Potential Pharmaceutical Label Change

In July, 2010, the ODAC of the FDA voted to recommend removal of certain indications for use in treating breast cancer from the Avastin^® (bevacizumab) label. The FDA is expected to make a decision on the ODAC recommendation in September, 2010. While the FDA often follows the recommendations of its advisory committees, it is not required to do so. Factors that could significantly affect the financial impact on the Company include future actions of the FDA and, if applicable, ongoing clinical interpretations of the revised label. We are currently evaluating the impact on future earnings if this recommendation is adopted. However, our evaluation remains ongoing and we are unable to estimate the financial impact at this time.

Insurance

The Company and its affiliated practices maintain insurance with respect to medical malpractice and associated vicarious liability risks on a claims-made basis, in amounts believed to be customary and adequate. The Company is not aware of any outstanding claims or unasserted claims that are likely to be asserted against the Company or its affiliated practices, which would have a material impact on its financial position or results of operations.

The Company maintains all other traditional insurance coverages on either a fully insured or high-deductible basis, using loss funds for any estimated losses within the retained deductibles.

-25-

US ONCOLOGY HOLDINGS, INC. AND US ONCOLOGY, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued

(unaudited)

Guarantees

Beginning January 1, 1997, the Company guaranteed that amounts retained by the Company’s affiliated practice in Minnesota will amount to a minimum of $5.2 million annually under the terms of the related service agreement, provided that certain targets are met. The Company has not been required to make any payments associated with this guarantee.

From time to time, the Company may agree to provide financial support to affiliated practices encountering adverse conditions by temporarily guaranteeing a minimum level of earnings to be retained by such practices. This support is intended to allow a practice to manage through those challenges, improve financial performance and establish a base for future growth. Typically such arrangements are structured as loans to be repaid by the practice at some future date however, there can be no assurance that all amounts under such arrangements will be repaid. Amounts paid under such arrangements have not been material to the Company’s financial position for the periods presented herein.

Holdings Long-Term Cash Incentive Plan

In addition to stock-based incentive plans, Holdings has adopted the US Oncology Holdings, Inc. 2004 Long-Term Cash Incentive Plan (the “Cash Incentive Plan”). Effective January 1, 2008, the 2004 Cash Incentive Plan was cancelled and the 2008 Long-Term Cash Incentive Plan (“2008 Cash Incentive Plan”) was adopted. Under the 2008 Cash Incentive Plan, which is administered by the Compensation Committee of the Board of Directors of Holdings, certain members of management will receive a portion of the enterprise value created as determined by the plan provided that the maximum value that can be paid to management under the plan is limited to $100 million. The value of the awards under the 2008 Cash Incentive Plan is based upon financial performance of the Company for the period beginning January 1, 2008 and ending on the earlier of the occurrence of a payment event or December 31, 2012, and will only be paid in the event of an initial public offering or a change of control, provided that all shares of preferred stock, together with accrued dividends, have been redeemed or exchanged for common stock. No events occurred during the six months ended June 30, 2010 that would require a payment under the 2008 Cash Incentive Plan.

If any of the payment events described above occur, the Company may incur an additional obligation and compensation expense as a result of such an event. As of June 30, 2010, $12.3 million was available for payment under the 2008 Cash Incentive Plan. Because payments of awards under the Plan are based upon occurrence of a specific event, obligations arising under the 2008 Cash Incentive Plan will be recognized in the period when a payment event, as discussed above, occurs.

NOTE 11 – Recent Accounting Pronouncements

From time to time, the Financial Accounting Standards Board (“FASB”), the SEC and other regulatory bodies seek to change accounting rules, including rules applicable to the Company’s business and financial statements. The Company cannot assure that future changes in accounting rules would not require it to make retrospective application to its financial statements.

In October, 2009, the FASB issued Accounting Standard Update No. 2009-13 to Revenue Recognition (ASC Topic 605) Multiple-Deliverable Revenue Arrangements. This update provides amendments to the criteria in Subtopic 605-25 for separating consideration in multiple-deliverable arrangements. As a result of those amendments, multiple-deliverable arrangements will be separated in more circumstances than under existing U.S. GAAP. The update also addresses how to measure and allocate arrangement consideration to one or more units of accounting. The amendments in this update will be effective for the Company prospectively for revenue arrangements entered into or materially modified on or after January 1, 2011. Early adoption is permitted. The Company is currently evaluating the impact of this update on its consolidated financial statements.

In June 2009, the FASB issued consolidation guidance for variable interest entities (“VIE”) which was subsequently codified under Accounting Standards Update No. 2009-17, Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. The new consolidation model is a more qualitative assessment of power and economics that considers which entity has the power to direct the activities that “most significantly impact” the VIE’s economic performance and has the obligation to absorb losses or the right to receive benefits that could be potentially significant to the VIE. The Company’s adoption of this guidance effective January 1, 2010 did not change its conclusions with regard to variable interest entities and was adopted without material impact on its consolidated financial statements.

-26-

US ONCOLOGY HOLDINGS, INC. AND US ONCOLOGY, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued

(unaudited)

In April 2010, the FASB issued Accounting Standard Update No. 2010-17 to Revenue Recognition—Milestone Method (ASC Topic 605): Milestone Method of Revenue Recognition (ASU No. 2010-17). This ASU codifies the consensus reached in EITF Issue No. 08-9, “Milestone Method of Revenue Recognition.” The amendments to the Codification provide guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research or development transactions. The amendments in this update will be effective for the Company prospectively for milestones achieved on or after January 1, 2011. Early adoption is permitted, however, if the Company elects early adoption and the period of adoption is not the beginning of the fiscal year, ASU 2010-17 is to be applied retrospectively from the beginning of the year of adoption. Companies are also permitted to elect to adopt the amendments in this ASU retrospectively for all prior periods. The Company is currently evaluating the impact of this update on its consolidated financial statements.

NOTE 12 – Financial Information for Subsidiary Guarantors and Non-Subsidiary Guarantors

The 9.125% Senior Secured Notes (the “Senior Secured Notes”), the 9% Senior Secured Notes (the “Senior Notes”) which were redeemed with proceeds from the Senior Secured Notes and the 10.75% Senior Subordinated Notes (the “Senior Subordinated Notes”) issued by US Oncology, Inc. are guaranteed fully and unconditionally, and on a joint and several basis, by all of the US Oncology’s wholly-owned subsidiaries. Certain of US Oncology’s subsidiaries, primarily joint ventures, do not guarantee the Senior Secured Notes, the Senior Notes and the Senior Subordinated Notes.

Presented on the following pages are condensed consolidating financial statements for US Oncology, Inc. (the issuer of the Senior Secured Notes, the Senior Notes and the Senior Subordinated Notes), the subsidiary guarantors and the non-guarantor subsidiaries as of June 30, 2010 and December 31, 2009 and for the three and six months ended June 30, 2010 and 2009. The equity method has been used with respect to US Oncology’s investments in its subsidiaries.

As of June 30, 2010, the non-guarantor subsidiaries include Cancer Treatment Associates of Northeast Missouri, Ltd., Colorado Cancer Centers, L.L.C., Southeast Texas Cancer Centers, L.P., East Indy CC, L.L.C., KCCC JV, L.L.C., AOR Real Estate of Greenville, L.P., The Carroll County Cancer Center, Ltd, CCCN NW Building JV, L.L.C., Oregon Cancer Center, Ltd., and WFCC Radiation Management Co., L.L.C.

-27-

US ONCOLOGY HOLDINGS, INC. AND US ONCOLOGY, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued

(unaudited)

US Oncology, Inc.

Condensed Consolidating Balance Sheet

As of June 30, 2010

(unaudited, in thousands, except share information)


	US Oncology, Inc. (Parent Company Only)		Subsidiary Guarantors		Non-guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and equivalents	$	-	$	183,803	$	290	$	-		$	184,093
Accounts receivable		-		389,239		8,090		-			397,329
Other receivables		-		25,320		-		-			25,320
Prepaid expenses and other current assets		1,032		23,676		427		-			25,135
Inventories		-		152,167		-		-			152,167
Deferred income taxes		6,002		-		-		-			6,002
Due from affiliates		472,322		-		-		(446,694)	^(a)		25,628
Investment in subsidiaries		559,804		-		-		(559,804)	^(b)		-

Total current assets		1,039,160		774,205		8,807		(1,006,498)			815,674
Property and equipment, net		-		346,118		42,980		-			389,098
Service agreements, net		-		237,623		2,572		-			240,195
Goodwill		-		373,324		5,593		-			378,917
Other assets		23,552		46,965		1,635		-			72,152

	$	1,062,712	$	1,778,235	$	61,587	$	(1,006,498)		$	1,896,036

LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term indebtedness	$	9,503	$	390	$	1,502	$	-		$	11,395
Accounts payable		-		342,553		698		-			343,251
Intercompany accounts		(247,468)		256,464		(8,996)		-			-
Due to affiliates		-		541,503		11,653		(446,694)	^(a)		106,462
Accrued compensation cost		-		46,376		372		-			46,748
Accrued interest payable		39,706		-		-		-			39,706
Income taxes payable		2,396		-		-		-			2,396
Other accrued liabilities		-		29,494		230		-			29,724

Total current liabilities		(195,863)		1,216,780		5,459		(446,694)			579,682
Deferred revenue		-		3,842		-		-			3,842
Deferred income taxes		36,328		-		-		-			36,328
Long-term indebtedness		1,049,127		2,050		16,312		-			1,067,489
Other long-term liabilities		-		17,237		3,287		-			20,524

Total liabilities		889,592		1,239,909		25,058		(446,694)			1,707,865

Commitments and contingencies
Equity
Common stock, $0.01 par value, 100 shares authorized, issued and outstanding		1		-		-		-			1
Additional paid-in capital		544,083		-		-		-			544,083
Accumulated deficit		(370,964)		-		-		-			(370,964)

Total Company stockholder’s equity		173,120		-		-		-			173,120

Noncontrolling interests		-		-		15,051					15,051
Subsidiary equity		-		538,326		21,478		(559,804)	^(b)		-

Total equity		173,120		538,326		36,529		(559,804)			188,171

	$	1,062,712	$	1,778,235	$	61,587	$	(1,006,498)		$	1,896,036


(a) Elimination of intercompany balances (b) Elimination of investment in subsidiaries

-28-

US ONCOLOGY HOLDINGS, INC. AND US ONCOLOGY, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued

(unaudited)

US Oncology, Inc.

Condensed Consolidating Balance Sheet

As of December 31, 2009

(in thousands, except share information)


	US Oncology, Inc.
	(Parent Company Only)		Subsidiary Guarantors		Non-guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and equivalents	$	-	$	160,487	$	1,102	$	-		$	161,589
Accounts receivable		-		342,633		7,026		-			349,659
Other receivables		-		30,928		-		-			30,928
Prepaid expenses and other current assets		720		19,106		992		-			20,818
Inventories		-		152,642		-		-			152,642
Deferred income taxes		6,002		-		-		-			6,002
Due from affiliates		539,531		-		-		(508,832)	^(a)		30,699
Investment in subsidiaries		505,850		-		-		(505,850)	^(b)		-

Total current assets		1,052,103		705,796		9,120		(1,014,682)			752,337
Property and equipment, net		-		360,521		44,407		-			404,928
Service agreements, net		-		248,577		2,820		-			251,397
Goodwill		-		371,677		5,593		-			377,270
Other assets		25,986		45,631		1,642		-			73,259

	$	1,078,089	$	1,732,202	$	63,582	$	(1,014,682)		$	1,859,191

LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term indebtedness	$	8,757	$	516	$	1,306	$	-		$	10,579
Accounts payable		-		278,658		1,130		-			279,788
Intercompany accounts		(248,738)		258,199		(9,461)		-			-
Due to affiliates		-		605,098		14,622		(508,832)	^(a)		110,888
Accrued compensation cost		-		50,322		453		-			50,775
Accrued interest payable		40,373		-		-		-			40,373
Income taxes payable		3,114		-		-		-			3,114
Other accrued liabilities		-		33,437		254		-			33,691

Total current liabilities		(196,494)		1,226,230		8,304		(508,832)			529,208
Deferred revenue		-		4,636		-		-			4,636
Deferred income taxes		36,658		-		-		-			36,658
Long-term indebtedness		1,054,868		2,092		17,328		-			1,074,288
Other long-term liabilities		-		12,369		3,370		-			15,739

Total liabilities		895,032		1,245,327		29,002		(508,832)			1,660,529

Commitments and contingencies
Equity:
Common stock, $0.01 par value, 100 shares authorized issued and outstanding		1		-		-		-			1
Additional paid-in capital		551,986		-		-		-			551,986
Accumulated deficit		(368,930)		-		-		-			(368,930)

Total Company stockholder’s equity		183,057		-		-		-			183,057

Noncontrolling interests		-		-		15,605		-			15,605
Subsidiary equity		-		486,875		18,975		(505,850)	^(b)		-

Total equity		183,057		486,875		34,580		(505,850)			198,662

	$	1,078,089	$	1,732,202	$	63,582	$	(1,014,682)		$	1,859,191


(a) Elimination of intercompany balances

(b) Elimination of investment in subsidiaries

-29-

US ONCOLOGY HOLDINGS, INC. AND US ONCOLOGY, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued

(unaudited)

US Oncology, Inc.

Condensed Consolidating Statement of Operations

For the Three Months Ended June 30, 2010

(unaudited, in thousands)


	US Oncology, Inc. (Parent Company Only)		Subsidiary Guarantors		Non-guarantor Subsidiaries		Eliminations			Consolidated

Product revenue	$	-	$	611,895	$	8,835	$	-		$	620,730
Service revenue		-		291,407		6,222		-			297,629

Total revenue		-		903,302		15,057		-			918,359
Cost of products		-		605,899		8,748		-			614,647
Cost of services:
Operating compensation and benefits		-		138,297		2,663		-			140,960
Other operating costs		-		86,071		592		-			86,663
Depreciation and amortization		-		16,302		1,138		-			17,440

Total cost of services		-		240,670		4,393		-			245,063
Total cost of products and services		-		846,569		13,141		-			859,710
General and administrative expense		191		20,046		-		-			20,237
Impairment and restructuring charges		-		3,269		-		-			3,269
Depreciation and amortization		-		6,959		-		-			6,959

		191		876,843		13,141		-			890,175

Income (loss) from operations		(191)		26,459		1,916		-			28,184
Other income (expense)
Interest expense, net		(27,555)		229		(346)		-			(27,672)
Other income (expense), net		-		(387)		-		-			(387)

Income (loss) before income taxes		(27,746)		26,301		1,570		-			125
Income tax provision		(1,009)		-		-		-			(1,009)
Equity in subsidiaries		27,871		-		-		(27,871)	^(a)		-

Net income (loss)		(884)		26,301		1,570		(27,871)			(884)
Less: Net income attributable to noncontrolling interests		(1,016)		(753)		(263)		1,016	^(a)		(1,016)

Net income (loss) attributable to the Company	$	(1,900)	$	25,548	$	1,307	$	(26,855)		$	(1,900)

(a) Elimination of investment in subsidiaries

-30-

US ONCOLOGY HOLDINGS, INC. AND US ONCOLOGY, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued

(unaudited)

US Oncology, Inc.

Condensed Consolidating Statement of Operations

For the Three Months Ended June 30, 2009

(unaudited, in thousands)


	US Oncology, Inc. (Parent Company Only)		Subsidiary Guarantors		Non-guarantor Subsidiaries		Eliminations			Consolidated
Product revenue	$	-	$	585,937	$	8,635	$	-		$	594,572
Service revenue		-		281,524		5,551		-			287,075

Total revenue		-		867,461		14,186		-			881,647
Cost of products		-		573,764		8,455		-			582,219
Cost of services:
Operating compensation and benefits		-		135,688		2,458		-			138,146
Other operating costs		-		82,303		345		-			82,648
Depreciation and amortization		-		16,867		1,068		-			17,935

Total cost of services		-		234,858		3,871		-			238,729
Total cost of products and services		-		808,622		12,326		-			820,948
General and administrative expense		165		16,091		-		-			16,256
Impairment and restructuring charges		-		381		-		-			381
Depreciation and amortization		-		7,237		-		-			7,237

		165		832,331		12,326		-			844,822

Income (loss) from operations		(165)		35,130		1,860		-			36,825
Other income (expense)
Interest expense, net		(22,480)		414		(418)		-			(22,484)
Loss on early extinguishment of debt		(22,353)		-		-		-			(22,353)
Other income (expense), net		-		37		-		-			37

Income (loss) before income taxes		(44,998)		35,581		1,442		-			(7,975)
Income tax benefit (provision)		1,324		-		-		-			1,324
Equity in subsidiaries		37,023		-		-		(37,023)	^(a)		-

Net income (loss)		(6,651)		35,581		1,442		(37,023)			(6,651)
Less: Net income attributable to noncontrolling interests		(944)		(725)		(219)		944	^(a)		(944)

Net income (loss) attributable to the Company	$	(7,595)	$	34,856	$	1,223	$	(36,079)		$	(7,595)

(a) Elimination of investment in subsidiaries

-31-

US ONCOLOGY HOLDINGS, INC. AND US ONCOLOGY, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued

(unaudited)

US Oncology, Inc.

Condensed Consolidating Statement of Operations

For the Six Months Ended June 30, 2010

(unaudited, in thousands)


	US Oncology, Inc. (Parent Company Only)		Subsidiary Guarantors		Non-guarantor Subsidiaries		Eliminations			Consolidated
Product revenue	$	-	$	1,193,310	$	16,467	$	-		$	1,209,777
Service revenue		-		576,586		12,458		-			589,044

Total revenue		-		1,769,896		28,925		-			1,798,821
Cost of products		-		1,180,148		16,286		-			1,196,434
Cost of services:
Operating compensation and benefits		-		277,415		5,424		-			282,839
Other operating costs		-		168,333		1,010		-			169,343
Depreciation and amortization		-		32,570		2,358		-			34,928

Total cost of services		-		478,318		8,792		-			487,110
Total cost of products and services		-		1,658,466		25,078		-			1,683,544
General and administrative expense		320		39,551		-		-			39,871
Impairment and restructuring charges		-		4,081		-		-			4,081
Depreciation and amortization		-		15,225		-		-			15,225

		320		1,717,323		25,078		-			1,742,721

Income (loss) from operations		(320)		52,573		3,847		-			56,100
Other income (expense)
Interest expense, net		(54,754)		423		(786)		-			(55,117)
Other income		-		(157)		-		-			(157)

Income (loss) before income taxes		(55,074)		52,839		3,061		-			826
Income tax benefit (provision)		(914)		-		-		-			(914)
Equity in subsidiaries		55,900		-		-		(55,900)	^(a)		-

Net income (loss)		(88)		52,839		3,061		(55,900)			(88)
Less: Net income attributable to noncontrolling interests		(1,946)		(1,377)		(569)		1,946	^(a)		(1,946)

Net income (loss) attributable to the Company	$	(2,034)	$	51,462	$	2,492	$	(53,954)		$	(2,034)

(a) Elimination of investment in subsidiaries

-32-

US ONCOLOGY HOLDINGS, INC. AND US ONCOLOGY, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued

(unaudited)

US Oncology, Inc.

Condensed Consolidating Statement of Operations

For the Six Months Ended June 30, 2009

(unaudited, in thousands)


	US Oncology, Inc. (Parent Company Only)		Subsidiary Guarantors		Non-guarantor Subsidiaries		Eliminations			Consolidated
Product revenue	$	-	$	1,141,009	$	16,643	$	-		$	1,157,652
Service revenue		-		555,533		11,023		-			566,556

Total revenue		-		1,696,542		27,666		-			1,724,208
Cost of products		-		1,117,504		16,300		-			1,133,804
Cost of services:
Operating compensation and benefits		-		270,869		4,917		-			275,786
Other operating costs		-		162,579		765		-			163,344
Depreciation and amortization		-		33,365		2,135		-			35,500

Total cost of services		-		466,813		7,817		-			474,630
Total cost of products and services		-		1,584,317		24,117		-			1,608,434
General and administrative expense		252		34,135		-		-			34,387
Impairment and restructuring charges		-		1,790		-		-			1,790
Depreciation and amortization		-		14,770		-		-			14,770

		252		1,635,012		24,117		-			1,659,381

Income (loss) from operations		(252)		61,530		3,549		-			64,827
Other income (expense)
Interest expense, net		(44,955)		689		(840)		-			(45,106)
Loss on early extinguishment of debt		(22,353)		-		-		-			(22,353)
Other income (expense), net		-		37		-		-			37

Income (loss) before income taxes		(67,560)		62,256		2,709		-			(2,595)
Income tax benefit (provision)		(2,280)		-		-		-			(2,280)
Equity in subsidiaries		64,965		-		-		(64,965)	^(a)		-

Net income (loss)		(4,875)		62,256		2,709		(64,965)			(4,875)
Less: Net income attributable to noncontrolling interests		(1,703)		(1,274)		(429)		1,703	^(a)		(1,703)

Net income (loss) attributable to the Company	$	(6,578)	$	60,982	$	2,280	$	(63,262)		$	(6,578)

(a) Elimination of investment in subsidiaries

-33-

US ONCOLOGY HOLDINGS, INC. AND US ONCOLOGY, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued

(unaudited)

US Oncology, Inc.

Condensed Consolidating Statement of Cash Flows

For the Six Months Ended June 30, 2010

(unaudited, in thousands)


	US Oncology, Inc. (Parent Company Only)		Subsidiary Guarantors		Non-guarantor Subsidiaries		Consolidated
Cash flows from operating activities:
Net cash provided by operating activities	$	15,006	$	57,262	$	3,217	$	75,485


Cash flows from investing activities:
Acquisition of property and equipment		-		(29,021)		(710)		(29,731)
Net payments in affiliation transactions		-		(1,764)		-		(1,764)
Net payments for acquisition of business		-		(4,367)		-		(4,367)
Distributions from unconsolidated subsidiaries		-		2,142		-		2,142
Investments in unconsolidated subsidiaries		-		(767)		-		(767)

Net cash provided by (used in) investing activities		-		(33,777)		(710)		(34,487)


Cash flows from financing activities:
Repayment of other indebtedness		(5,724)		(170)		(818)		(6,712)
Debt financing costs		(110)		-		-		(110)
Distributions to noncontrolling interests		-		-		(2,500)		(2,500)
Net distributions to parent		(9,172)		-		-		(9,172)

Net cash provided by (used in) financing activities		(15,006)		(170)		(3,318)		(18,494)


Increase (decrease) in cash and cash equivalents		-		23,315		(811)		22,504
Cash and cash equivalents:
Beginning of period		-		160,487		1,102		161,589

End of period	$	-	$	183,802	$	291	$	184,093

-34-

US ONCOLOGY HOLDINGS, INC. AND US ONCOLOGY, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued

(unaudited)

US Oncology, Inc.

Condensed Consolidating Statement of Cash Flows

For the Six Months Ended June 30, 2009

(unaudited, in thousands)


	US Oncology, Inc. (Parent Company Only)		Subsidiary Guarantors		Non-guarantor Subsidiaries		Consolidated
Cash flows from operating activities:
Net cash provided by operating activities	$	16,547	$	55,163	$	1,845	$	73,555


Cash flows from investing activities:
Acquisition of property and equipment		-		(36,958)		(541)		(37,499)
Net payments in affiliation transactions		(389)		(2,980)		-		(3,369)
Distributions from unconsolidated subsidiaries				1,064		430		1,494
Investments in unconsolidated subsidiaries		-		(53)		-		(53)

Net cash used in investing activities		(389)		(38,927)		(111)		(39,427)


Cash flows from financing activities:
Proceeds from Senior Secured Notes		758,926		-		-		758,926
Repayment of term loan		(436,666)		-		-		(436,666)
Repayment of Senior Notes		(311,578)		-		-		(311,578)
Repayment of other indebtedness		(6,619)		(1,708)		(578)		(8,905)
Debt financing costs		(16,157)		-		-		(16,157)
Net distributions to parent		(4,064)		-		-		(4,064)
Distributions to noncontrolling interests		-		-		(1,156)		(1,156)

Net cash used in financing activities		(16,158)		(1,708)		(1,734)		(19,600)


Increase in cash and cash equivalents		-		14,528		-		14,528
Cash and cash equivalents:
Beginning of period		-		104,475		1		104,476

End of period	$	-	$	119,003	$	1	$	119,004

-35-

US ONCOLOGY HOLDINGS, INC. AND US ONCOLOGY, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Introduction

The following discussion should be read in conjunction with the financial statements, related notes, and other financial information appearing elsewhere in this report. In addition, see “Forward-Looking Statements and Risk Factors” included in our Annual Report on Form 10-K, filed with the SEC on March 4, 2010. Unless otherwise noted, references to EBITDA and Adjusted EBITDA have the meaning set forth under “Discussion of Non-GAAP Information.”

General

US Oncology Holdings, Inc. (“Holdings”) was formed in March, 2004. Currently, its principal assets are 100% of the shares of common stock of US Oncology, Inc. (“US Oncology”). Holdings and US Oncology and their subsidiaries are collectively referred to as the “Company.” US Oncology, headquartered in The Woodlands, Texas, supports one of the nation’s largest cancer treatment and research networks. As of June 30, 2010, our network included:

•

1,324 affiliated physicians under comprehensive strategic alliances and targeted physician services arrangements

•

497 sites of service operated by physicians under comprehensive strategic alliances and targeted physician services arrangements

•

84 comprehensive cancer centers and 15 facilities providing radiation therapy only

•

A research network currently managing 101 active clinical trials

•

A pharmaceutical distribution business currently distributing $2.4 billion annually in oncology pharmaceuticals

Our mission is to enable physicians to provide the right treatment, at the right time, for the right patient. We strive to expand and improve patient access to high quality, integrated and advanced cancer care by working closely with physicians, manufacturers and payers to improve the safety, efficiency and effectiveness of the cancer care delivery system. We know that to realize our mission of enhancing patient access to advanced care, we must maintain a dual emphasis on cost containment and quality improvement. Pursuit of this mission involves strategic initiatives at both the local level, where cancer care is delivered to patients, and at the national level to address the needs of commercial and governmental payers, pharmaceutical manufacturers and other industry customers.

We believe declining reimbursement and increasing operating costs have resulted in a trend toward professional management of physician groups. Since our inception, we have worked with local physician groups to enable affiliated practices to offer state of the art care to cancer patients in outpatient settings, including professional medical services, chemotherapy infusion, radiation oncology services, access to clinical trials, laboratory services, diagnostic radiology, pharmacy services and patient education. In addition, we work with affiliated groups to improve practice performance through optimizing reimbursement, implementing Lean Six-Sigma operating processes, recruiting physicians, providing customized electronic medical records and information systems, and obtaining nationally negotiated supply arrangements. We also assist affiliated groups through the development of relationship-building programs targeted to referring physicians, and through local and national branding campaigns that communicate the benefits of being affiliated with US Oncology. We have also developed other tools for physicians such as the Oncology Portal which was launched in 2009. The portal is a web-based cancer care community to provide oncologists and clinicians a platform to collaborate, share best practices and gain industry insight and education.

In 2010, we continue to work with existing affiliated physicians, and seek to enter into new affiliations, to increase the financial strength of network practices and support their clinical initiatives. It is the scale of our physician and patient population that allows us to realize volume efficiencies for the network and a variety of additional industry customers. Affiliated physicians may tailor their business relationship with us from a suite of solutions ranging from customized targeted physician services to a long-term strategic alliance of comprehensive management solutions. Under a comprehensive strategic alliance model, we provide all of our practice management products and services under a single contract with one fee typically based on the practice’s financial performance. Under our more flexible targeted physician services model, physicians purchase a narrower suite of services based on the types of services required by the practice.

-36-

US ONCOLOGY HOLDINGS, INC. AND US ONCOLOGY, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS – continued

In May, 2010, we launched the United Network of US Oncology, offering independent oncology practices the opportunity to join the Company either through a comprehensive strategic alliance relationship or though a more flexible targeted physician services offering. Benefits to patients of physicians in the United Network of US Oncology under either model may include, among other services, evidence-based medicine guidelines, access to new therapies through innovative clinical trials, and multi-disciplined integrated cancer care that combines radiation and chemotherapy, often in a single location, in local communities.

The launch of the United Network was supported by the Company’s “UNITED” brand campaign which includes integrated internet advertising, spots on NPR radio, and ad placements in major media outlets, as well as clinical journals that target oncologists and referring physicians. “UNITED” was designed to complement the Company’s “United in Healing” campaign which is offered in partnership with affiliated oncology practices. “United in Healing” connects community-based cancer care practices to the United Network of US Oncology through ads and promotional materials that help the local practice leverage the US Oncology national branding campaign.

In 2010, we expect our services will increasingly be offered through targeted arrangements where a subset of our comprehensive services, including supplying oncology pharmaceuticals, disease management, electronic medical records and research can be obtained separately on a fee for service basis. These targeted arrangements are designed to meet the needs of oncology practices that may not be well-suited for a comprehensive management arrangement but still value a narrower scope of our services.

In addition to assisting physicians in addressing the challenges faced by their practices, we will continue to use the insight gained from working with these practices to assist payers and pharmaceutical manufacturers improve patient access to high quality cancer care and the effectiveness of the care delivery system.

Our reimbursement expertise helps providers, payers and pharmaceutical manufacturers realize cost efficiency and predictability in a largely unpredictable field of medicine. Innovent Oncology addresses the need to avoid the unnecessary costs of care while ensuring the highest level of clinical quality. Innovent Oncology combines Level I Pathways, evidence-based treatment protocols developed by network physicians for commonly-treated cancers, with iKnowMed, our electronic medical records system that supports the review of treatment patterns and outcomes. Innovent Oncology includes oncologist-directed disease management and robust patient support services, such as experienced oncology nurses and standardized educational materials, to aid in patient understanding of treatment protocols and potential side-effects to help reduce occurrences of avoidable medical interventions. Innovent Oncology also assists patients with incurable or late-stage disease with end-of-life planning to meet their individual physical, mental, social and spiritual needs. Appropriate advanced care planning avoids unnecessary treatments that both diminish the patient’s quality of life and consume healthcare resources in an inefficient manner.

US Oncology also works with pharmaceutical manufacturers in the development and commercialization of oncology pharmaceuticals. The US Oncology Research Network provides pharmaceutical manufacturers access to a network led by cancer experts in all major tumor types and an unparalleled ability to nationally sample patients. In addition, AccessMed^® provides patient financial assistance and product support services to assist pharmaceutical manufacturers commercializing their products while our Healthcare Informatics business collects and analyzes data to provide significant insight into drug performance and patient outcomes for ongoing product development and evaluation. Our distribution center increases the safety of drugs through a state-of-the-art e-Pedigree technology that tracks drug therapies from the manufacturer to the practice, ensuring that drugs administered to patients by our affiliated physicians are genuine and unadulterated.

We continue to work with the physician leadership in the network to identify opportunities to improve the quality of cancer care. The focus of these efforts in 2010 is to:

•

Aggregate physicians into our network through providing our services through comprehensive and targeted relationships that suit the needs of prospective physician customers. These efforts will include:

^¡

Continuing to grow our network of affiliated physicians. We seek to enter into comprehensive strategic alliances with practices in new markets and those where we already have a regional presence. Entering new markets grows our national presence while taking advantage of the efficiencies that result from leveraging our existing regional and national infrastructure and capabilities. We intend to expand our existing markets both by assisting practices with individual physician recruitment and by affiliating with already established practices. We also will assist affiliated groups to improve the efficiency of their practice operations through implementation of Lean Six-Sigma operating processes to improve the patient experience, revenue cycle processes and drug management.

-37-

US ONCOLOGY HOLDINGS, INC. AND US ONCOLOGY, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS – continued

^¡

Continue to deliver services through targeted physician services arrangements for physicians desiring access to a narrower suite of our services. We expect the demand for professional management of physician groups will continue and therefore we package four key services (Oncology Pharmaceutical Services, Innovent, iKnowMed and Research) into a targeted physician services offering. This offering is intended to complement the comprehensive strategic alliances model address the needs of practices as a suite of services customized to each practice’s priorities. Services offered to Oncology Pharmaceutical Services customers include (i) drug contracting and drug distribution services, (ii) drug management services such as supporting inventory management, drug charge capture, and analysis of chemotherapy regimens, (iii) revenue cycle tools and information such as billing and coding courses for practice staff, patient assistance support resources and web-based applications to better manage denials and reduce practice bad debt, and (iv) clinical and nursing tools. In addition, with membership in the United Network of US Oncology, the targeted physician services relationship brings additional value to physicians including increased participation in the United Network’s mission of advancing the science of cancer care and working to realign reimbursement policy to recognize and reward high-quality, evidence-based cancer care.

•

Grow our services to pharmaceutical manufacturers. We work with pharmaceutical manufacturers in the development and commercialization of oncology pharmaceuticals. Our Healthcare Informatics business collects and analyzes data to provide significant insight into drug performance and patient outcomes for ongoing product development and evaluation. The US Oncology Research network provides pharmaceutical manufacturers with a centrally managed and efficient system for the clinical development of new therapies from Phase I through IV.

•

Expand access to information resources for physicians and patients. In 2009, we launched the Oncology Portal, a web-based cancer care community to provide oncologists and clinicians a platform to collaborate, share best practices and gain industry insight and education. In addition, we have recently acquired two organizations as part of our strategy to broaden our clinical resources, The CURE Media Group and NexCura, LLC. The CURE Media Group’s publication, CURE magazine, focuses on recently diagnosed patients and currently has a circulation of 325,000. NexCura’s website provides tools used by over 150,000 patients and caregivers annually to generate personalized treatment information based on peer-reviewed clinical research.

•

Expand Innovent Oncology, a service launched in 2008 that is specifically designed to bring physicians and payers together to provide the highest clinical quality while better managing the total cost of care through evidence-based treatment protocols and patient support services. This service addresses the payer’s need to avoid the unnecessary costs of care while ensuring the highest level of clinical quality by offering a comprehensive solution to the key cost drivers in cancer care: variable treatments, debilitating side effects that lead to emergency room visits and hospitalizations between treatments, and end of life treatment issues.

Physician Relationship Models

Comprehensive Strategic Alliance

Under our comprehensive services model known as a comprehensive strategic alliance, we own or lease all of the real and personal property used by our affiliated practices. In addition, we generally manage the non-medical business operations of our affiliated practices and facilitate communication with our affiliated physicians. Each management agreement contemplates a policy board consisting of representatives from us and the affiliated physician practice. The responsibilities of each board include strategic planning, decision-making and preparation of an annual budget for that practice. While both we and the affiliated practice have an equal vote in matters before the policy board, the practice physicians are solely responsible for all medical decisions, including the hiring and termination of physicians. We are responsible for non-medical decisions, including facilities management and information systems management.

During the six months ended June 30, 2010 and 2009, 79.4% and 81.1% of our revenue, respectively, were derived from comprehensive strategic alliances. Under most of our comprehensive strategic alliances, we are compensated under the earnings model. Under that model, we account for all expenses that we incur in connection with managing a practice, including

-38-

US ONCOLOGY HOLDINGS, INC. AND US ONCOLOGY, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS – continued

rent, pharmaceutical expenses, and salaries and benefits of non-physician employees of the practices, and are paid a management fee based on a percentage of the practice’s earnings before income taxes, subject to certain adjustments. Our other comprehensive strategic alliances are on a fixed management fee basis, as required in some states.

Targeted Physician Services

Our services are increasingly being offered through targeted arrangements where a subset of the services offered through our comprehensive management agreements are provided separately to oncologists on a fee-for-service basis. Targeted physician services represented 16.8% and 15.1% of our revenue during the six months ended June 30, 2010 and 2009, respectively, which was primarily fees for payment for pharmaceuticals and supplies used by the practice and reimbursement for certain pharmacy-related expenses. A smaller portion of our revenue from targeted arrangements was payment for the other services we provide. Rates for our services typically are based on the level of services desired by the practice.

Forward-Looking Statements and Risk Factors

The following statements are or may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995: (i) certain statements, including possible or assumed future results of operations contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” (ii) any statements contained herein regarding the prospects for any of our businesses or services and our development activities relating to physician affiliations, cancer centers, new service offerings and changes in reimbursement; (iii) any statements preceded by, followed by or that include the words “believes”, “expects”, “anticipates”, “intends”, “estimates”, “plans” or similar expressions; and (iv) other statements contained herein regarding matters that are not historical facts.

Our business and results of operations are subject to risks and uncertainties, many of which are beyond management’s ability to control or predict. Because of these risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements, and investors are cautioned not to place undue reliance on such statements, which speak only as of the date thereof. Such risks and uncertainties include:

•

the impact of healthcare reform in the United States, including the recently passed Patient Protection and Affordable Care Act and Health Care and Education Reconciliation Act of 2010, and the related impact on cancer care

•

the impact of a recession in the U.S. or global economy

•

the Company’s reliance on pharmaceuticals for the majority of its revenues and its ability to maintain favorable pricing, credit terms, and relationships with pharmaceutical manufacturers and other vendors

•

concentration of pharmaceutical purchasing and favorable pricing with a limited number of vendors

•

governmental reimbursement for patient care, such as reimbursement for ESAs, and other reimbursement under Medicare (including reimbursement for radiation and diagnostic services)

•

reimbursement for medical services by non-governmental payers and cost-containment efforts by such payers, including whether such payers adopt coverage guidelines regarding ESAs or pharmaceutical reimbursement methodologies that are similar to Medicare coverage

•

other changes in the manner patient care is reimbursed or administered

•

continued migration to generic alternatives for branded pharmaceuticals

•

the decisions of employers to increase the financial responsibility of individuals under health insurance programs afforded to their employees

•

the Company’s ability to service its substantial indebtedness and comply with related covenants in debt agreements

•

the Company’s ability to fund its operations through operating cash flow or utilization of its credit facility or its ability to obtain additional financing on acceptable terms

•

the Company’s ability to implement strategic initiatives

•

the Company’s ability to maintain good relationships with existing practices and expand into new markets and development of existing markets, modifications to, and renegotiation of, existing economic arrangements

•

the Company’s ability to complete cancer centers and PET facilities currently in development and its ability to recover investments in cancer centers

•

government regulation, investigation and enforcement

•

increases in the cost of providing cancer treatment services

•

the operations of the Company’s affiliated physician practices, and potential impairments that could result from declining market valuations or poor operating performance

-39-

US ONCOLOGY HOLDINGS, INC. AND US ONCOLOGY, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS – continued

Please refer to our filings with the SEC, including our Annual Report on Form 10-K, filed with the SEC on March 4, 2010, for a more extensive discussion of factors that could cause actual results to differ materially from our expectations.

The cautionary statements contained or referred to in this report should be considered in connection with any written or oral forward-looking statements that may be issued by us or persons acting on our behalf. We do not undertake any obligation to release any revisions to or to update publicly any forward-looking statements to reflect events or circumstances after the date thereof or to reflect the occurrence of unanticipated events.

Reimbursement Matters

Pharmaceutical Reimbursement

Erythropoiesis-stimulating agents (“ESAs”) are drugs used for the treatment of anemia, a condition that occurs when the level of healthy red blood cells in the body becomes too low, thus inhibiting the blood’s ability to carry oxygen. Many cancer patients suffer from anemia either as a result of their disease or as a result of the treatments they receive for their cancer. ESAs have historically been used by oncologists to treat anemia. ESAs are administered to increase levels of healthy red blood cells as an alternative to blood transfusions.

On July 30, 2007, CMS issued a NCD establishing criteria for reimbursement by Medicare for ESA usage which led to a significant decline in utilization of these drugs by oncologists, including those affiliated with us. In addition, the Oncologic Drugs Advisory Committee (“ODAC”) met on March 13, 2008, to further consider the use of ESAs in oncology. Based upon the ODAC findings, on July 30, 2008, the U.S. Food and Drug Administration (“FDA”) published a final new label for the ESA drugs Aranesp and Procrit. Unlike the NCD from CMS, which governs reimbursement (rather than prescribing) for Medicare beneficiaries only, the label indication directs appropriate physician prescribing and applies to all patients and payers.

The FDA also mandated implementation of a Risk Evaluation and Mitigation Strategy (“REMS”) for ESAs. A proposed REMS for ESAs was filed by ESA manufacturers with the FDA in August, 2008 and became effective on March 24, 2010. The REMS is focused on ESA prescribing guidelines and includes additional patient consent/education requirements, medical guides and physician registration requirements. The REMS also outlines additional procedural steps that will be necessary for qualified physicians to order and prescribe ESAs for their patients.

The decline in ESA usage has had a significant adverse affect on the Company’s results of operations, particularly on its medical oncology services and pharmaceutical services segments. Operating income attributable to ESAs administered by our network of affiliated physicians was $5.0 million and $5.5 million during the three months ended June 30, 2010 and 2009, respectively, and $9.3 million and $10.8 million during the six months ended June 30, 2010 and 2009, respectively. The operating income reflects results from our Medical Oncology Services segment which relate primarily to the administration of ESAs by practices receiving comprehensive management services and from our Pharmaceutical Services segment which includes purchases by physicians affiliated under the targeted physician services model, as well as distribution and group purchasing fees received from manufacturers for pharmaceuticals purchased by physicians affiliated under both of these arrangements.

While the impact to operating income has decreased from prior periods, we believe it is not currently possible to estimate the full impact of the REMS as prescribing patterns are changing now that the REMS is in effect. We believe a possible impact of the REMS could be further significant reductions in ESA utilization. Decreased financial performance of affiliated practices as a result of declining ESA usage could also have an effect on their relationship with us and lead to increased pressure to amend the terms of their management services agreements. In addition, reduced utilization of ESAs may adversely impact our ability to continue to receive favorable pricing from ESA manufacturers. Decreased financial performance may also adversely impact our ability to obtain acceptable credit terms from pharmaceutical manufacturers, including pharmaceutical manufacturers of products other than ESAs.

We expect continued payer scrutiny of the side effects of supportive care products and other drugs that represent significant costs to payers. Such scrutiny by payers or additional scientific data could lead to future restrictions on usage or reimbursement for other pharmaceuticals as a result of payer or FDA action or reductions in usage as a result of the independent determination of oncologists practicing in our network. Any such reduction could have an adverse effect on our

-40-

US ONCOLOGY HOLDINGS, INC. AND US ONCOLOGY, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS – continued

business. In our evidence-based medicine initiative, affiliated physicians continually review emerging scientific information to develop clinical pathways for use in oncology and remain engaged with payers in determining optimal usage for all pharmaceuticals.

Reimbursement for Physician Services

In late 2009, CMS announced payment rates for services to be furnished under the 2010 physician fee schedule. Under the provisions, the current Sustainable Growth Rate (“SGR”) formula for setting aggregate Physician Fee Schedule spending would reduce payment for physician services by 21.3%. Historically, Congress has intervened and through the budgetary process provided funding to prevent significant reductions in reimbursement rates. The most recent delay to the payment reduction was passed by Congress and signed by President Obama on June 25, 2010. The Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010 (H.R. 3962) delays the payment reduction until November 30, 2010 and includes a 2.2 percent increase in the conversion factor for services provided from June 1, 2010 through November 30, 2010. H.R. 3962 also included rate change adjustments related to the Geographic Practice Cost Index retroactive to services provided beginning January 1, 2010. If reimbursement under H.R. 3962 were to remain in effect until December 31, 2010, EBITDA for the current year would increase by approximately $3.0 million as compared to reimbursement in effect prior to passage. The SGR remains scheduled to reduce by 21.3 percent effective December 1, 2010. If Congress fails to act and avert this reduction, approximately $1 million of the potential H.R. 3962 increase would not be realized in 2010. However, we expect that the Congress, in the long run, will continue to act to avert the SGR cut with a flat or marginally higher conversion factor.

Healthcare Reform

Two elements of legislation were passed under the Obama administration’s healthcare reform agenda. The Patient Protection and Affordable Care Act was signed into law on March 23, 2010 and the Health Care and Education Reconciliation Act of 2010 was signed into law on March 30, 2010. These new laws include a large number of health-related provisions to take effect over the next four years, including expanding Medicaid eligibility, requiring most individuals to have health insurance, establishing new regulations on health plans, establishing health insurance exchanges, and modifying certain payment systems to encourage more cost-effective care and a reduction of inefficiencies and waste, including through new tools to address fraud and abuse.

The provisions of the legislation relevant to the Company are summarized as follows:

•

Spends $940 billion over 10 years to expand health insurance coverage; to approximately 95% of legal residents under the age of 65;

•

Decreases the federal debt by $138 billion over 10 years;

•

Expands Medicaid to 133% of the Federal Poverty Level – $29,327 for a family of four;

•

Creates state-based web portals, or “exchanges” to assist consumers purchasing plans based on this individual market;

•

Creates new government subsidies for the purchase of health insurance on a sliding scale up to 400% of the Federal Poverty Level – $88,200 for a family of four;

-41-

US ONCOLOGY HOLDINGS, INC. AND US ONCOLOGY, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS – continued

•

Creates a new government mandate on individuals to purchase health insurance with penalties for individuals who do not have coverage;

•

Requires insurance companies to issue coverage to all individuals regardless of health status and prohibits discrimination based on preexisting conditions and health status;

•

Eliminates yearly and lifetime limits on the amount of coverage plans provide;

•

Requires insurance company coverage of the routine costs of care for patients enrolled in clinical trials;

•

Creates an Accountable Care Organization (ACO)/Medicare shared savings program framework in which providers, including networks of group practices, who take accountability for the costs and quality of care of their patient populations will share in savings that accrue to the Medicare program;

•

Creates a new Medicare Innovation Center that is charged with testing new payment models including models that align nationally-recognized, evidence-based guidelines of cancer care with Medicare payment incentives in the areas of treatment planning and follow-up care planning for Medicare beneficiaries with cancer, including the identification of gaps in current quality measures; and

•

Funds the new spending with reimbursement cuts to Medicare Advantage plans, hospitals, nursing homes, home health agencies, other providers with formulaic updates, advanced medical imaging, and new taxes on expensive health insurance plans (Cadillac plans), health insurers, drug manufacturers, medical device makers, and high income taxpayers.

The following items were not included in the recent legislation:

•

Cut Medicare payments for medical oncology, radiation oncology, office-administered drugs, PET or PET/CT imaging;

•

Creation of a new government-run health plan or public plan option to compete with private insurers in the individual and small group market;

•

A mandate on employers to provide health insurance to their employees; however, if even one employee receives a subsidy through the new exchanges, firms with more than 50 employees would have to pay a fine equal to $2,000 for every person on their payroll;

•

A permanent solution for the Medicare physician payment Sustainable Growth Rate (SGR) formula; and

•

A new Medicare benefit for advanced care planning discussions between physicians and patients.

We continue to believe that we are well-positioned throughout healthcare reform in the United States. We also continue to believe that increased government spending as required by the legislation, coupled with existing and growing federal budget deficits, will create future reimbursement pressures on providers as the government attempts to slow spending increases in healthcare and other entitlement programs.

Increased responsibilities of private payers would pressure unit payments to providers from the private sector. These cost reduction pressures and incentives around ACOs, would also increase competitive pressure on US Oncology from hospitals. While the reform legislation itself is neutral to positive for the Company, its failure to substantively address intensifying systemic cost and financing issues creates further pressure on us to implement our strategic plans aimed at these issues.

General Reimbursement Matters

Other reimbursement matters that could impact our future results include the risk factors described herein, as well as:

•

the extent to which non-governmental payers change their reimbursement rates or implement other initiatives, such as pay for performance, or change benefit structures;

•

changes in practice performance or behavior, including the extent to which physicians continue to administer drugs to Medicare patients, or changes in our contracts with physicians;

•

changes in our cost structure or the cost structure of affiliated practices, including any change in the prices our affiliated practices pay for drugs;

•

changes in our business, including new cancer centers, PET system installations or otherwise expanding operations of affiliated physician groups;

•

changes in patient responsibility to pay for cancer treatment as a result of employer benefit plan design, rising unemployment or other related factors; and

-42-

US ONCOLOGY HOLDINGS, INC. AND US ONCOLOGY, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS – continued

•

any other changes in reimbursement or practice activity that are unrelated to the prescription drug legislation.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate these estimates, including those related to accounts receivable, intangible assets, goodwill, accrued expenses, income taxes, and contingencies. We base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates under different assumptions or conditions.

In addition, as circumstances change, we may revise the basis of our estimates accordingly. For example, in the past we have recorded charges to reflect revisions in our valuation of accounts receivable as a result of actual collection patterns. We maintain decentralized billing systems and continue to upgrade and modify those systems. We take this into account as we evaluate the realizability of receivables and record appropriate reserves, based upon the risks of collection inherent in such a structure. In the event subsequent collections are higher or lower than our estimates, results of operations in subsequent periods could be either positively or negatively impacted as a result of such prior estimates. This risk is particularly relevant for periods in which there is a significant shift in reimbursement from large payers, such as the changes in Medicare reimbursement.

Refer to the “Critical Accounting Policies and Estimates” section of our Annual Report on Form 10-K filed with the SEC on March 4, 2010, for a discussion of our critical accounting policies. Management believes such critical accounting policies affect the more significant judgments and estimates used in the preparation of our consolidated condensed financial statements. These critical accounting policies include our policy for recognition of revenue from affiliated practices, valuation of accounts receivable, impairment of long-lived assets, volume-based pharmaceutical rebates and accounting for income taxes.

Impairment of Long-Lived Assets

As of June 30, 2010 our consolidated balance sheet includes goodwill in the amount of $378.9 million, of which $28.9 million, $191.4 million and $158.6 million was associated with the medical oncology services, cancer center services and pharmaceutical services segments, respectively.

We assess the recoverability of goodwill on an annual basis or more frequently if events or circumstances indicate the carrying value of goodwill may not be recoverable. In our most recent annual assessment, during the fourth quarter of 2009, the Company estimated that the fair values of its medical oncology services, cancer center services and pharmaceutical services segments exceeded their carrying values by approximately $142.0 million, $47.0 million and $445.0 million, respectively.

A future decline in the operating performance or increase in the capital requirements of the Cancer Center Services segment could result in an impairment of goodwill related to this segment. Factors that could contribute to a decline in operating performance would include, but are not limited to, a reduction in reimbursement for radiation therapy and diagnostic services by third party payers (including governmental and commercial payers), an increase in operating costs such as compensation or utilities, or a reduction in our management fees under comprehensive management agreements. Additionally, increasing capital requirements as a result of escalating equipment or financing costs or investments in new technology could negatively impact the segment’s estimated fair value such that an impairment of its goodwill may be deemed to have occurred. We continue to address the negative factors that could result in an impairment of goodwill related to this segment. However, future adverse changes in actual or anticipated operating results, economic factors and/or market multiples used to estimate the fair value of the Company, could result in future non-cash impairment charges. Because measuring an impairment charge requires the identification and valuation of intangible assets that have either increased in value or have been created since the goodwill was initially recognized, it is not possible to estimate the impact of the impairment charge that would be recorded if the estimated fair value of the cancer center services segment were to decline below its carrying value. We perform our annual goodwill assessment as of the beginning of the fourth quarter, however if events or circumstances change that we conclude

-43-

US ONCOLOGY HOLDINGS, INC. AND US ONCOLOGY, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS – continued

would more likely than not reduce the fair value of our cancer center services segment below its carrying amount, we would perform impairment testing before that date.

Recent Accounting Pronouncements

From time to time, the FASB, the SEC and other regulatory bodies seek to change accounting rules, including rules applicable to our business and financial statements. We cannot provide assurance that future changes in accounting rules would not require us to make restatements of previously filed financial information. Information regarding new accounting pronouncements is included in Note 11 to the condensed financial statements.

Discussion of Non-GAAP Information

In this quarterly report, we use the terms “EBITDA” which represent earnings before interest, taxes, depreciation, amortization (including amortization of stock-based compensation), noncontrolling interest and other income (expense) and “Adjusted EBITDA” which is EBITDA before impairment and restructuring charges, loss on early extinguishment of debt and other non-cash charges. EBITDA and Adjusted EBITDA are not calculated in accordance with GAAP; rather they are derived from relevant items in our GAAP-based financial statements. A reconciliation of EBITDA and Adjusted EBITDA to the unaudited Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) and the unaudited Condensed Consolidated Statement of Cash Flows is included in this quarterly report.

We believe EBITDA and Adjusted EBITDA are useful to investors in evaluating the value of companies in general, and in evaluating the liquidity of companies with debt service obligations and their ability to service their indebtedness. Management uses EBITDA and Adjusted EBITDA as key indicators to evaluate liquidity and financial condition, both with respect to the business as a whole and with respect to individual sites in the US Oncology network. At June 30, 2010, our Senior Secured Revolving Credit Facility required that we comply on a quarterly basis with certain financial covenants, which include EBITDA as a financial measure. Management believes that EBITDA and Adjusted EBITDA are useful to investors, since they provide investors with additional information not directly available in a GAAP presentation.

As non-GAAP measures, EBITDA and Adjusted EBITDA should not be viewed as alternatives to the Company’s income from operations, as an indicator of operating performance, or our cash flow from operations as a measure of liquidity. For example, EBITDA and Adjusted EBITDA do not reflect:

•

the Company’s significant interest expense, or the cash requirements necessary to service interest and principal payments on the Company’s indebtedness;

•

cash requirements for the addition or replacement of capital assets being depreciated and amortized, which typically must be replaced in the future, even though deprecation and amortization are non-cash charges;

•

changes in, or cash equivalents available for, the Company’s working capital needs;

•

the Company’s cash expenditures, or future requirements, for other expenditures, such as payments that may be made as consideration to affiliating physicians joining our network, or contractual commitments; and

•

the fact that other companies may calculate EBITDA or Adjusted EBITDA differently than we do, which may limit its usefulness as a comparative measure.

Despite these limitations, management believes that EBITDA and Adjusted EBITDA provide investors and analysts with a useful measure of liquidity and financial condition unaffected by differences in capital structures, capital investment cycles and ages of related assets among otherwise comparable companies. Management compensates for these limitations by relying primarily on the Company’s GAAP results and using EBITDA and Adjusted EBITDA as supplemental information for comparative purposes and for analyzing compliance with loan covenants.

In all events, EBITDA and Adjusted EBITDA are not intended to be substitutes for GAAP measures. Investors are advised to review such non-GAAP measures in conjunction with GAAP information provided by us.

-44-

US ONCOLOGY HOLDINGS, INC. AND US ONCOLOGY, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS – continued

Results of Operations

As of June 30, 2010 and 2009, respectively, we have affiliated with the following number of physicians (including those under targeted physician services agreements), by specialty:


	June 30,
	2010	2009
Medical oncologists/hematologists	1,067	998
Radiation oncologists	163	159
Other oncologists and physicians	94	79

Total physicians	1,324	1,236

The following tables set forth changes in the number of physicians affiliated with the Company under both comprehensive strategic alliances and targeted physician services agreements:


Comprehensive Strategic Alliance Agreements⁽¹⁾	Three Months Ended June 30,				Six Months Ended June 30,
	2010		2009		2010		2009
Affiliated physicians, beginning of period	1,023		990		1,010		979
Physician practice affiliations	7		10		16		40
Physician practice separations⁽²⁾	(9	)	-		(9	)	-
Recruited physicians	6		6		13		16
Retiring/Other	(18	)	(13	)	(21	)	(38	)
Net conversions (to)/from TPS/OPS agreements⁽³⁾	(5	)	(4	)	(5	)	(8	)

Affiliated physicians, end of period⁽⁴⁾	1,004		989		1,004		989


Oncology Pharmaceutical and Targeted Physician Services Agreements⁽⁵⁾

Affiliated physicians, beginning of period	315		237		300		232
Physician practice affiliations	9		25		29		45
Physician practice separations	(6	)	(5	)	(10	)	(24	)
Retiring/Other	-		(14	)	(1	)	(14	)
Net conversions (to)/from comprehensive strategic alliance agreements	2		4		2		8

Affiliated physicians, end of period	320		247		320		247


Affiliated physicians, end of period	1,324		1,236		1,324		1,236

⁽¹⁾

Operations related to comprehensive strategic alliance agreements are included in the medical oncology and cancer center services segments.

⁽²⁾

Consists of three practices including a two physician practice in which both physicians retired and another practice in which several physicians will be converting to TPS agreements.

⁽³⁾

Includes three physicians from a disaffiliated CSA practice that are expected to rejoin under TPS agreements in the third quarter of 2010.

⁽⁴⁾

Includes 9 physicians from the Seattle, WA practice that converted to a TPS/OPS relationship effective June 30, 2010.

⁽⁵⁾

Operations related to TPS/OPS agreements are included in the pharmaceutical services segment. OPS practices are a subset of TPS practices who choose to only access limited services and are not considered members in the United Network of US Oncology.

-45-

US ONCOLOGY HOLDINGS, INC. AND US ONCOLOGY, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS – continued

The following table sets forth the number of radiation oncology facilities and PET systems managed by us:


	Three Months Ended June 30,				Six Months Ended June 30,
	2010		2009		2010		2009

Cancer Centers, beginning of period	85		80		83		80

Cancer Centers opened⁽¹⁾	-		-		1		1

Cancer Centers closed ⁽²⁾	(1	)	(1	)	(1	)	(2	)

Other ⁽³⁾	-		-		1		-

US ONCOLOGY INC 10-Q/A