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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

TENET HEALTHCARE CORPORATION
(Exact name of registrant as specified in its charter)

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days: Yes ý    No o

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act: Yes ý    No o

        As of April 30, 2003 there were 466,624,622 shares of $0.05 par value common stock outstanding.

Contents

Note:    Item 3 of Part I and Items 2, 3, 4 and 5 of Part II are omitted because they are not applicable.

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PART I.    FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS

Dollars in Millions

See accompanying Notes to Condensed Consolidated Financial Statements.

2

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months ended March 31, 2002 and 2003

Dollars in Millions, Except Per-Share

See accompanying Notes to Condensed Consolidated Financial Statements.

3

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months ended March 31, 2002 and 2003

Dollars in Millions

See accompanying Notes to Condensed Consolidated Financial Statements.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1    PRESENTATION

        In March 2003, our board of directors approved a change in our fiscal year. Instead of a fiscal year ending on May 31, we now have a fiscal year that coincides with the calendar year, effective December 31, 2002. This first quarterly report of the new fiscal year for Tenet Healthcare Corporation (together with its subsidiaries referred to as "Tenet," the "Company," "we" or "us") supplements our Transition Report on Form 10-K for the seven months ended December 31, 2002 that we filed just prior to filing this report.

        As permitted by the Securities and Exchange Commission ("SEC") for interim reporting, we have omitted certain footnotes and disclosures that substantially duplicate those in the Transition Report on Form 10-K. For further information, refer to the audited consolidated financial statements and footnotes included in our Transition Report on Form 10-K for the seven months ended December 31, 2002.

        Operating results for the three-month period ended March 31, 2003 are not necessarily indicative of the results that may be expected for a full fiscal year. Reasons for this include overall revenue and cost trends, impairment charges, increases in malpractice expense, fluctuations in revenue allowances, revenue discounts and quarterly tax rates, the timing and magnitude of price changes, proposed and potential changes in Medicare regulations, acquisitions and disposals of facilities and other assets, and changes in occupancy levels and patient volumes. Factors that affect patient volumes include seasonal cycles of illness, climate and weather conditions, vacation patterns of hospital patients and their admitting physicians, and other factors related to the timing of elective hospital procedures. These considerations apply to year-to-year comparisons as well.

        Certain prior-period balances in the accompanying condensed consolidated balance sheet as of December 31, 2002 have been retroactively restated to reflect a change in accounting for stock-based compensation that was adopted during the quarter ended March 31, 2003 and are in accordance with the recognition provisions of the accounting standards authorizing the change. (See Note 8 of the Notes to Condensed Consolidated Financial Statements.)

        Although the consolidated financial statements within this document are unaudited, all of the adjustments considered necessary for fair presentation have been included.

NOTE 2    DISCONTINUED OPERATIONS

        In March 2003, we announced a plan to dispose of or consolidate 14 general hospitals that no longer fit our core operating strategy of building and maintaining competitive networks of quality hospitals in major markets. In connection with this action, we have:

•

Classified the results of operations of this asset group as discontinued operations in the accompanying condensed consolidated financial statements.



•

Classified the assets to be disposed of, primarily $529 million in property and equipment and goodwill, as held for sale in the accompanying condensed consolidated balance sheets, at the lower of either their carrying amounts or their fair values, less costs to sell. Accounts receivable of the asset group, less the related allowance for doubtful accounts, are included in our consolidated accounts receivable in the accompanying condensed consolidated balance sheets because we do not intend to sell these receivables. At March 31, 2003, these accounts receivable aggregated $186.9 million.



•

Recorded an impairment charge in the amount of $61 million in March 2003 primarily for the write-down of long-lived assets and goodwill allocated to these to-be-disposed businesses using

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the relative fair-value method to arrive at estimated fair values, less costs to sell, at these facilities.

        As previously disclosed, we anticipate selling 11 of the hospitals by the end of the calendar year. We will cease operations at one hospital when the long-term lease expires in August 2003, and we plan to sell, consolidate or close two other hospitals. We intend to use the proceeds from the divestures to repurchase common stock and repay indebtedness. These 14 hospitals reported net operating revenues of $956 million for the 12-month period ended March 31, 2003. The income from operations of the asset group was $88 million for the same period. The amounts of net operating revenue and income before taxes reported in discontinued operations for the three-month periods ended March 31, 2002 and 2003 are shown below:

NOTE 3    RESTRUCTURING CHARGES

        During the quarter ended March 31, 2003, we recorded restructuring charges of $9 million. The charges consist of $6 million in severance and employee relocation costs and $3 million in contract termination and consulting costs incurred in connection with our plans to reduce our operating expenses. We will incur additional restructuring costs as we move forward with these plans.

        The following table provides a reconciliation of the beginning and ending liability balances in connection with restructuring and other charges related to continuing operations recorded in the current and prior periods as of December 31, 2002 and March 31, 2003 (in millions):

        The above liability balances are included in other current liabilities and other long-term liabilities in the accompanying condensed consolidated balance sheets. Cash payments to be applied against these accruals are expected to approximate $22 million during 2003 and $43 million thereafter.

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NOTE 4    CLAIMS AND LAWSUITS

        The Company and certain of its subsidiaries are currently involved in significant legal proceedings and investigations principally related to the following:

1.

Federal Securities Class Actions—Since November 2002, twenty federal securities class action lawsuits have been filed against Tenet Healthcare Corporation and certain of its officers and directors, alleging violations of federal securities laws. These cases have been consolidated in federal court in Los Angeles, California.



2.

Shareholder Derivative Lawsuits—Since November 2002, thirteen shareholder derivative actions have been filed against members of the board of directors and senior management of the Company by shareholders. These actions purport to pursue various causes of action on behalf of the Company and for its benefit. The complaints allege breach of fiduciary duty, insider trading and other causes of action.



3.

The Company continues to litigate a previously disclosed qui tam lawsuit filed by a former employee in 1997 after his employment with one of our subsidiaries was terminated. The action, which was brought against Tenet and a hospital that's operated by one of its subsidiaries, principally alleges that certain physician employment contracts were, in essence, illegal kickbacks designed to induce referrals to the hospital. The federal government has partially intervened in the case and additionally contends that certain of the hospital's Medicare cost reports improperly included non-reimbursable costs related solely to certain physicians' private practices and has also brought various state law claims based on the same allegations.



4.

The Company and certain of its subsidiaries are defendants in a number of lawsuits filed on behalf of patients and other parties making various claims, including fraud, conspiracy to commit fraud, unfair and deceptive business practices, intentional infliction of emotional distress, wrongful death, unnecessary and invasive medical procedures, unfair, deceptive and/or misleading advertising, and charging unfair and unlawful prices for goods and services.



5.

The federal government has filed a civil suit against the Company and certain of its subsidiaries relating to hospital billings to Medicare for inpatient stays reimbursed pursuant to four particular diagnosis-related groups. The government has alleged violations of the False Claims Act and various common law claims.



6.

Investigations—Federal government agencies are investigating (1) whether two physicians with privileges at one of our subsidiary's hospitals may have performed unnecessary invasive coronary procedures; (2) certain agreements and arrangements with physicians at another subsidiary's hospital; and (3) whether Medicare outlier revenues to certain of our subsidiaries' hospitals were made in accordance with applicable Medicare laws and regulations. We believe the results of these investigations will demonstrate that our hospitals complied with Medicare rules. No charges have been filed against anyone in connection with these matters.

        See Part I. Item 3. Legal Proceedings of our Transition Report on Form 10-K for a more complete description of the above and other matters. We believe the allegations in these cases are without merit and we intend to vigorously defend all the above actions.

        We presently cannot determine the ultimate resolution of these investigations and lawsuits. Accordingly, the likelihood of a loss, if any, cannot be reasonably estimated and we have not recognized in the accompanying condensed consolidated financial statements all potential liabilities that may arise from these matters. If adversely determined, the outcome of these matters could have a material adverse effect on our liquidity, financial position and results of operations.

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        For the quarter ended March 31, 2003, we have recorded costs of $6 million in connection with these significant legal proceedings and investigations.

NOTE 5    LONG-TERM DEBT

        The table below shows our long-term debt as of December 31, 2002 and March 31, 2003:

NEW SENIOR NOTES

        In January 2003, we sold $1 billion of new 7³/8% Senior Notes due 2013. We used the majority of the proceeds to repay debt under our credit agreement and the remainder for general corporate purposes. These new senior notes are unsecured, and they rank equally with all of our other unsecured senior indebtedness and are redeemable at any time at our option, with a redemption premium calculated at the time of redemption.

EARLY EXTINGUISHMENT OF DEBT

        As of June 1, 2002, we adopted Statement of Financial Accounting Standards ("SFAS") No. 145. Prior to the adoption, we reported losses from early extinguishment of debt as extraordinary items, net of tax benefits, in our consolidated statement of operations. However, in accordance with SFAS No. 145, we now report such losses as part of operating income. During the three months ended March 31, 2002, we recorded a $6 million extraordinary charge, before taxes, from early extinguishment of debt.

CREDIT AGREEMENTS

        One of our two bank credit agreements, a 364-day revolving agreement for $500 million, expired on February 28, 2003. It was undrawn, and not renewed. At March 31, 2003, the available credit under our $1.5 billion 5-year revolving credit agreement, including outstanding letters of credit, was $1.4 billion. The credit agreement expires March 1, 2006. It was amended March 1, 2003 to change our leverage covenant ratio (defined in the credit agreement as the ratio of consolidated total debt to operating income plus the sum of depreciation, amortization, impairment and other unusual charges)

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from a maximum of 3.5-to-1 to 2.5-to-1. At March 31, 2003, our ratio was 1.71-to-1. This amendment also changed our facility fee to 50 basis points and our base borrowing rates from adjusted London Interbank Offered Rate ("LIBOR") plus an interest margin between 50 and 200 basis points to adjusted LIBOR plus an interest margin of 100 basis points.

NOTE 6    GOODWILL AND OTHER INTANGIBLE ASSETS

        As of June 1, 2002, we adopted SFAS No. 142. Among the changes implemented by this new accounting standard is the elimination of amortization of goodwill and other intangible assets having indefinite useful lives. This change applies to periods following the date of adoption.

        The table below shows our pro forma net income for the three months ended March 31, 2002 as if the cessation of goodwill amortization had occurred as of January 1, 2002:

        SFAS No. 142 also requires that we test the carrying value of goodwill and intangible assets having indefinite lives for impairment. At least once a year, the test is to be performed at the reporting unit level (as defined by SFAS No. 142) for goodwill. If we find the carrying value of goodwill to be impaired, or if the carrying value of a business that is to be sold or otherwise disposed of (including any allocated goodwill) exceeds its fair value, we then must reduce the carrying value to fair value. In the year of the adoption, we were also required to perform an initial transition impairment evaluation as of the beginning of the fiscal year. In accordance with the new standard, we completed our initial transition impairment evaluation before November 30, 2002. As determined by this evaluation, an impairment charge was not required. Because of the change in our fiscal year and recent changes in our business environment, particularly those related to changes in our method of calculating Medicare outlier revenues and proposed changes in government policies regarding Medicare outlier revenues, we completed an additional goodwill impairment evaluation as of December 31, 2002 and determined that we did not need to record an impairment charge as of that date either.

        The restructuring of our operating divisions and regions in March 2003, along with a realignment of our executive management team and other factors, caused our goodwill "reporting units" (as defined under SFAS No. 142) to change. Prior to the restructuring, they consisted of three divisions; now they consist of five regions. The regions are components of two new divisions that were created from the former three. Because of the change in reporting units, we performed another goodwill impairment evaluation as of March 31, 2003. As a result, we recorded a goodwill impairment charge of $187 million related to our Central-Northeast Region.

NOTE 7    PROFESSIONAL AND GENERAL LIABILITY INSURANCE

        Through May 31, 2002, we insured substantially all of our professional and comprehensive general liability risks in excess of self-insured retentions through a majority-owned insurance subsidiary (Hospital Underwriting Group) under a mature claims-made policy with a 10-year discovery period.

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These self-insured retentions were $1 million per occurrence for the Company for fiscal years ended May 31, 1996 through May 31, 2002. In prior years, they varied by hospital and by policy period from $500,000 to $5 million per occurrence. Hospital Underwriting Group's retentions covered the next $2 million per occurrence. Claims in excess of $3 million per occurrence were, in turn, reinsured with major independent insurance companies. Effective June 1, 2002, we formed a new insurance subsidiary. This subsidiary insures these risks under a first-year only claims-made policy, and, in turn, reinsures its risks in excess of $5 million per occurrence with major independent insurance companies. Subsequent to May 31, 2002, the Company's self-insured retention limit is $2 million. Our new subsidiary's self-insured retention covers the next $3 million.

        Included in our other operating expenses in the accompanying condensed consolidated statements of operations is malpractice expense of $56 million for the quarter ended March 31, 2002 and $79 million for the quarter ended March 31, 2003. We continue to experience unfavorable trends in professional and general liability insurance risks, as well as increases in the size of claim settlements and awards in this area. Our current coverage expires on May 31, 2003. We anticipate having a new insurance program in place effective June 1, 2003. We believe our future coverage will be more costly and may require us to assume more of these risks ourselves.

        In addition, the aggregate amount of claims reported to Hospital Underwriting Group for the fiscal year ended May 31, 2001 is approaching the $50 million aggregate policy limit for that year. Once the aggregate limit is exhausted for the policy year, we will bear the first $25 million of loss before any excess insurance coverage would apply.

NOTE 8    STOCK BENEFIT PLANS

        At March 31, 2003, there were 37,712,831 shares of common stock available for stock option grants and other incentive awards to our key employees, advisors, consultants and directors under our 2001 Stock Incentive Plan. Options generally have an exercise price equal to the fair market value of the shares on the date of grant. Normally, these options are exercisable at the rate of one-third per year, beginning one year from the date of the grant. In December 2002, however, we granted options for 11.8 million shares of common stock at an exercise price of $17.56 per share and an estimated weighted-average fair value of $8.78 per share. These options will be fully vested four years after the date of grant. Earlier vesting may occur for these options on or after the first, second and third anniversaries of the grant date if the market price of our common stock reaches and remains at, or higher than, $24, $27 and $30 per share, respectively, for 20 consecutive trading days at such time. Stock options generally expire 10 years from the date of grant.

        The following table summarizes information about outstanding stock options at March 31, 2003:

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        The reconciliation below shows the changes to our stock option plans for the three months ended March 31, 2002 and 2003:

        The estimated weighted-average fair values of the options we granted in the three months ended March 31, 2002 and 2003 were $23.57 and $8.50, respectively. These were calculated, as of the date of each grant, using a Black-Scholes option-pricing model with the following weighted-average assumptions:

        The weighted-average expected life assumptions used in the above calculations have changed from 9.0 years for the three months ended March 31, 2002 to 5.8 years for the three months ended March 31, 2003 due to changes in our employees' option exercise patterns and a decrease in the relative proportions of options granted to senior executives, for which the expected lives are longer.

        In March 2003, our board of directors approved a change in accounting for stock options granted to employees and directors from the intrinsic-value method to the fair-value method, recommended by SFAS No. 123, effective for the new fiscal year ending December 31, 2003. Prior to 2003, we accounted for stock option grants under the recognition and measurement provisions of Accounting Principles Board Opinion No. 25 and related interpretations. No stock-based employee compensation cost was reflected in previously reported results, as all options granted had an exercise price equal to the market value of the underlying common stock on the date of grant. Compensation cost for stock options granted to our employees and directors is now reflected directly in our consolidated statements of operations instead of being presented as pro forma information as we have done in the past. The transition method we have chosen to report this change in accounting is the retroactive-restatement method. Accordingly, all prior periods presented have been restated to reflect the compensation cost that would have been recognized had the recognition provisions of SFAS No. 123 been applied. Total compensation cost recognized in the accompanying condensed consolidated statements of operations for stock-based employee compensation awards is $39 million for the quarter ended March 31, 2003 and $37 million for the prior-year quarter.

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NOTE 9    REPURCHASES OF COMMON STOCK

        With authorization from our board of directors to repurchase up to 66,263,100 shares of our common stock, we repurchased, from July 2001 through March 31, 2003, a total of 42,263,100 shares for approximately $1.3 billion at an average cost of $31.36 per share, as shown in the following table:

        Subsequent to March 31, 2003 and through May 12, 2003, we repurchased 5,695,000 shares of common stock for approximately $85.4 million at an average cost of $14.99 per share.

        The repurchased shares are held as treasury stock. We have not purchased, nor do we intend to purchase, any shares from our directors, officers or employees.

NOTE 10    INVESTMENTS

        As of March 31, 2003, our investments consisted of (1) $105 million in bonds issued by a local hospital authority from which we lease and operate two hospitals in Texas, and (2) a small number of minority equity investments, primarily in various health care ventures, the carrying values of which aggregated approximately $20 million. These investments are included in the accompanying condensed consolidated balance sheets as investments and other assets.

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NOTE 11    SHAREHOLDERS' EQUITY

        The following table shows the changes in consolidated shareholders' equity during the three months ended March 31, 2003 (dollars in millions; shares in thousands):

NOTE 12    COMPREHENSIVE INCOME (LOSS)

        The following table shows the condensed consolidated statements of comprehensive income or loss for the three months ended March 31, 2002 and 2003:

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NOTE 13    EARNINGS PER COMMON SHARE

        The following tables are reconciliations of the numerators and the denominators of our basic and diluted earnings per common share computations for income from continuing operations for the three months ended March 31, 2002 and 2003 (income in millions; weighted-average shares in thousands):

        Stock options with prices that exceeded the average market price for the three-month periods were excluded from the earnings-per-share computations. For the three-month period ended March 31, 2003, the number of shares excluded was 31,496,282. There were no such exclusions for the year-ago period.

NOTE 14    INCOME TAXES

        The Internal Revenue Service ("IRS") is currently examining our federal income tax returns for the fiscal years ended May 31, 1995, 1996 and 1997. We anticipate the examination to be concluded within the next several months. In connection with its examination, the IRS has issued a notice of proposed adjustment with respect to our treatment of a portion of the civil settlement paid to the federal government in June 1994 related to our discontinued psychiatric hospital business. The denial of this deduction could result in additional income taxes and interest of approximately $100 million. The IRS has also commented on a number of other matters, but has issued no proposed adjustment. At this time, no revenue agent's report for the above fiscal years has been issued. In the event the final revenue agent's report contains adjustments with which we disagree (such as the issue covered by the notice of proposed adjustment discussed above), we will seek to resolve all disputed issues using the various means available to us. These would include, for example, filing a protest with the appeals division of the IRS or filing a petition for redetermination of a deficiency with the tax court. We are not currently able to predict the ultimate amounts that could eventually be paid upon the ultimate resolution of all the issues that may be included in any final revenue agent's report.

NOTE 15    RECENTLY ISSUED ACCOUNTING STANDARDS

        In June 2002, the Financial Accounting Standards Board ("FASB") issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." The standard requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. (Under previous accounting standards, a liability for an exit cost was recognized at the date of an entity's commitment to an exit plan.) The provisions of the standard apply to exit or disposal activities initiated after December 31, 2002. In the event that we initiate exit or disposal activities after this date, such as our recently announced plan to divest or consolidate 14 of our general hospitals and our

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announced cost reduction program, the new accounting standard might have a material effect on the timing of the recognition of exit costs in our consolidated financial statements.

        In December 2002, the Financial Accounting Standards Board ("FASB") issued SFAS No. 148. This standard provides alternative methods for voluntarily transitioning to the fair-value method of accounting for stock-based employee compensation recommended by SFAS No. 123. It also requires prominent disclosures in both annual and quarterly financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. In March 2003, our board of directors approved a change in accounting for stock options granted to employees and directors from the intrinsic-value method to the fair-value method, effective for our new fiscal year ending December 31, 2003. During the quarter ended March 31, 2003, we recorded $39 million of salaries and benefits expense for employee stock options. We estimate that this change will increase salaries and benefits expense by approximately the same amount in each of the remaining quarters of the current calendar year.

        The transitional method we have chosen to report this change in accounting is the retroactive-restatement method. As such, any presentations of periods ended prior to January 1, 2003 either have been or will be restated to reflect the fair-value method of accounting, as if the change had been effective throughout those earlier periods.

        In January 2003, the FASB issued Interpretation No. 46. This interpretation of Accounting Research Bulletin No. 51 is intended to achieve more consistent application of consolidation policies to variable-interest entities. We do not believe it will have a material impact on our financial condition or results of operations.

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ITEM 2    MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

        Certain statements contained in this Quarterly Report on Form 10-Q, including, but not limited to, statements containing the words "believe," "anticipate," "expect," "will," "may," "might," "should," "estimate," "intend," "appear" and words of similar import, and statements regarding our business strategy and plans, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our current expectations. They involve known and unknown risks, uncertainties and other factors—many of which we are unable to predict or control—that may cause our actual results, performance or achievements, or health care industry results, to be materially different from those expressed or implied by forward-looking statements. Such factors include, among others, the following:

•

Changes in Medicare and Medicaid payments or reimbursements, including those resulting from changes in the method of calculating or paying Medicare outlier payments and those resulting from a shift from traditional reimbursement to managed-care plans, and changes in Medicaid patient eligibility requirements.

•

The ability to enter into managed-care provider arrangements on acceptable terms.

•

The outcome of known and unknown litigation, government investigations, and liability and other claims asserted against us.

•

Competition, including our failure to attract patients to our hospitals.

•

The loss of any significant customers.

•

Changes in, or failure to comply with, laws and governmental regulations.

•

Changes in business strategy or development plans, including our pricing strategy.

•

Settlement of professional liability claims and the availability of professional liability insurance coverage at current levels.

•

Technological and pharmaceutical improvements that increase the cost of providing, or reduce the demand for, health care.

•

General economic and business conditions, both nationally and regionally.

•

Industry capacity.

•

Demographic changes.

•

The ability to attract and retain qualified management and other personnel, including physicians, nurses and other health care professionals, and the impact on our labor expenses resulting from a shortage of nurses and/or other health care professionals.

•

Fluctuations in the market value of our common stock.

•

The amount and terms of our indebtedness.

•

The availability of suitable acquisition and disposition opportunities, the length of time it takes to accomplish acquisitions and dispositions and the impact of pending and future government investigations and litigation on our ability to accomplish acquisitions and dispositions.

•

Our ability to integrate new business with existing operations.

•

The availability and terms of capital to fund the expansion of our business, including the acquisition of additional facilities.

•

Changes in the distribution process or other factors that may increase our costs of supplies.

•

Other factors referenced in this Quarterly Report on Form 10-Q and our Transition Report on Form 10-K for the seven-month period ended December 31, 2002.

        Given these uncertainties, investors and prospective investors are cautioned not to rely on such forward-looking statements. We disclaim any obligation, and make no promise, to update any such factors or forward-looking statements or to publicly announce the results of any revisions to any such

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forward-looking statements, whether as a result of changes in underlying factors, to reflect new information as a result of the occurrence of events or developments, or otherwise.

BUSINESS STRATEGIES & OUTLOOK

OPERATING STRATEGIES

        Our mission and objective is to provide quality health care services within existing regulatory and managed-care environments that are responsive to the needs of the communities we serve. We believe that competition among health care providers occurs primarily at the local level. A hospital's competitive position within the geographic area in which it operates is affected by a number of competitive factors, including, but not limited to: the scope, breadth and quality of services a hospital offers to its patients and physicians; the number, quality and specialties of the physicians who refer patients to the hospital; nurses and other health care professionals employed by the hospital or on the hospital's staff; its reputation; its managed-care contracting relationships; the extent to which it is part of an integrated health care delivery system; its location; the location and number of competitive facilities and other health care alternatives; the physical condition of its buildings and improvements; the quality, age and state of the art of its medical equipment; its parking or proximity to public transportation; the length of time it has been a part of the community; and its prices for services. Accordingly, we tailor our local strategies to address these competitive factors.

        We adjust these strategies as necessary in response to changes in the economic climate in which we operate and the success or failure of our various efforts. Effective January 1, 2003, we adopted a new method for calculating Medicare outlier payments (see page 21). We also have restructured our operating divisions and regions and realigned our senior executive management team.

        On March 10, 2003, we announced the consolidation of our operating divisions from three to two, with five new underlying regions. Our new Eastern Division will consist of three regions—Florida, Central-Northeast and Southern States. These regions will initially include 59 of our general hospitals located in Alabama, Arkansas, Florida, Georgia, Louisiana, Massachusetts, Mississippi, Missouri, North Carolina, Pennsylvania, South Carolina and Tennessee. Our new Western Division will consist of two regions—California and Texas—and will initially include 55 of our hospitals located in California, Nebraska, Nevada and Texas.

        In March 2003, we also announced a series of initiatives to sharpen our strategic focus, reduce operating expenses, and accelerate repurchases of our common stock.

        We plan to divest or consolidate 14 general hospitals that no longer fit our core operating strategy of building competitive networks of quality hospitals in major markets. We intend to use the proceeds from these divestitures to repurchase our common stock and repay indebtedness.

        Our operating expense reduction plan consists of (1) staff and expense reductions above the hospital level, as well as reductions in hospital departments that are not directly involved with patient care, (2) leveraging our size and strength to gain cost savings as well as enhanced levels of service through a comprehensive nurse agency contracting program, (3) changes in corporate travel policies, and (4) leveraging our regional strength to reduce the cost of energy procurement. We presently estimate that these plans will result in future savings of approximately $100 million annually.

PRICING APPROACH

        In fiscal 2000, certain of our hospitals began to significantly increase gross charges. We believe that this practice, combined with the Medicare-prescribed formula for determining Medicare outlier payments, contributed to those hospitals receiving outlier payments that exceeded the norm. (Medicare outlier payments are described in more detail in the Government Programs section of this report, page 19.)

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        Gross charges are retail charges. They are not the same as actual pricing, and they generally do not reflect what a hospital is ultimately paid for providing patient care. Hospitals typically receive amounts that are negotiated by insurance companies or are set by the government. Gross charges are used to calculate Medicare outlier payments and to determine certain elements of managed-care contracts (such as stop-loss payments). And, because Medicare requires that a hospital's gross charges be the same for all patients (regardless of payor category), gross charges are also what hospitals charge self-pay patients.

        In early December 2002, we announced a new pricing approach for our hospitals. The new approach de-emphasizes gross charges and refocuses on actual pricing.

        We believe our hospitals' pricing practices are, and have been, in compliance with Medicare rules. However, by de-emphasizing gross charges and refocusing on actual pricing, the new pricing approach should create a structure with a larger fixed component. Our new approach includes the following components:

•

Freezing the current gross charges at our hospitals through May 31, 2003.



•

Supporting proposed changes in current Medicare rules regarding Medicare outlier payments.



•

Negotiating simpler managed-care contracts with higher per diem or case rates and with less emphasis on stop-loss and other payments tied to gross charges.



•

Allowing hospitals to offer rates to uninsured patients that are similar to the local market rates that hospitals receive from managed-care contracts (subject to approval by the federal government and certain states).

        In addition to having a new pricing approach, on January 6, 2003, we announced to the Centers for Medicare and Medicaid Services ("CMS") that we had voluntarily adopted a new method for calculating Medicare outlier payments, retroactive to January 1, 2003. Using this new method, Medicare reimburses our hospitals in amounts equivalent to those amounts we anticipate receiving once the expected changes by CMS to Medicare outlier formulas are implemented. We decided to do this now to demonstrate our good faith and to support CMS's likely industrywide solution to the outlier issue. (See "Outlier Payments" in the Government Programs section, page 19, for further information on developments regarding the expected CMS changes.)

        In the past, our hospitals' managed-care contracts were primarily charge-based. Over many years, some of them have evolved into contracts based primarily on negotiated, fixed per diem rates or case rates, combined with stop-loss payments (for high-cost patients) and pass-through payments (for high-cost devices and pharmaceuticals).

        Our hospitals have thousands of managed-care contracts with various renewal/expiration dates. A majority of those contracts are "evergreen" contracts. Evergreen contracts extend automatically every year, but may be renegotiated or terminated by either party after 90 to 120 days notice.

        In general, our new pricing approach will not involve any broad rollback of charges.

        Our new pricing approach is intended to create a reimbursement structure with a larger fixed component that will become less dependent on gross charges. We expect that this new approach will provide a more predictable and sustainable payment structure for us. Although we believe that our new pricing approach will continue to allow for increases in prices and continued growth in net operating revenues in the future, we do not expect that the growth rates experienced in the past two years can be sustained. Additionally, our proposal is new in the industry and may take time to implement. We can offer no assurances that our managed-care contracting parties will agree to the changes we propose or any changes that result in higher prices. Nor can we offer assurances that this new pricing approach, in

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the form implemented, will not have a material adverse effect on our business, financial condition or results of operations.

OUTLOOK

        To address all the changes impacting the health care industry, while continuing to provide quality care to patients, we have implemented strategies to reduce inefficiencies, create synergies, obtain additional business, and control costs. Such strategies include selective acquisitions, sales or closures of certain facilities, the enhancement of integrated health care delivery systems, hospital cost-control programs, and overhead-reduction plans. We may acquire, sell or close some additional facilities and implement additional cost-control programs and other operating efficiencies in the future.

        We believe that the key ongoing challenges facing us and the health care industry as a whole are (1) providing quality patient care in a competitive and highly regulated environment, (2) obtaining adequate compensation for the services we provide, and (3) managing our costs. The primary cost pressure facing us and the industry is the ongoing increase of labor costs due to a nationwide shortage of nurses. We expect the nursing shortage to continue, and we have implemented various initiatives to improve productivity, to better position our hospitals to attract and retain qualified nursing personnel, and to otherwise manage labor-cost pressures. In May 2003, we entered into an agreement with the Service Employees International Union and the American Federation of Federal, State, County and Municipal Employees with respect to all of our California hospitals and two hospitals in Florida. The agreement will streamline the contract negotiation process if employees choose to organize into collective bargaining units at a facility. The agreement provides a framework for pre-negotiated salaries and benefits at these hospitals, and includes a no-strike agreement by these organizations at our other facilities for up to three years.

        We are also experiencing cost pressure as a result of the sharp increase in professional and general liability insurance costs.

GOVERNMENT PROGRAMS

        Payments from Medicare constitute a significant portion of our net operating revenues. The Medicare program is subject to statutory and regulatory changes, administrative rulings, interpretations and determinations, requirements for utilization review, and new governmental funding restrictions—all of which could materially increase or decrease program payments, as well as affect the cost of providing services to patients and the timing of payments to facilities. We are unable to predict the effect of future policy changes on our operations. However, if either the rates paid or the scope of services covered by government payors is reduced, there could be a material adverse effect on our business, financial condition, or results of operations.

        A final determination of certain amounts earned under the Medicare program often takes many years to resolve because of audits by the program representatives, providers' rights of appeal, and the application of numerous technical reimbursement provisions. We believe that adequate provision has been made in our condensed consolidated financial statements for probable adjustments to historical net operating revenues. However, until final settlement, significant issues remain unresolved, and previously determined allowances could be more or less than ultimately required.

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        The major components of our Medicare net patient revenues for the three-month periods ended March 31, 2002 and 2003 approximate the following:

DIAGNOSIS RELATED GROUP PAYMENTS

        Medicare payments for general hospital inpatient services are based on a prospective payment system that uses diagnosis-related groups. Under this system, a hospital receives a fixed amount for each Medicare patient based on the patient's assigned diagnosis-related group. Although these payments are adjusted for area-wage differentials, the adjustments do not take into consideration the hospital's operating costs. Moreover, as discussed below, diagnosis-related-group payments also exclude the reimbursement of capital costs (such as property taxes, lease expenses, depreciation, and interest related to capital expenditures).

        The diagnosis-related-group rates are updated annually, giving consideration to the increased cost of goods and services purchased by hospitals. The rate increase that became effective on October 1, 2002 was 2.95 percent. As in prior years, this was below the cost increases for goods and services purchased by our hospitals. We expect that future rate increases will also be below such cost increases.

CAPITAL COST PAYMENTS

        Medicare reimburses general hospitals for their capital costs separately from diagnosis-related-group payments. In 1992, a prospective payment system covering the reimbursement of inpatient capital costs generally became effective. As of October 1, 2002, after a gradual phase in, all of our hospitals are being reimbursed at a capital-cost rate that increases annually by a capital-cost-market-basket-update factor. However, as with the diagnosis-related-group rate increases, we expect that these increases will be below the cost increases of our capital asset purchases.

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OUTLIER PAYMENTS

        Outlier payments, which were established by Congress as part of the diagnosis-related-group prospective payment system, are additional payments made to hospitals for treating patients who are costlier to treat than the average patient.

        A hospital receives outlier payments when its costs (as determined by using gross charges adjusted by the hospital's cost-to-charge ratio) exceed a certain threshold established annually by CMS. As mandated by Congress, CMS must limit total outlier payments to between 5 and 6 percent of total diagnosis-related-group payments. CMS periodically changes the threshold in order to bring expected outlier payments within the mandated limit. An increase to the cost threshold reduces total outlier payments by (1) reducing the number of cases that qualify for outlier payments, and (2) reducing the dollar amount hospitals receive for those cases that still qualify. The most recent increase in the threshold became effective on October 1, 2002.

        CMS currently uses a hospital's most recently settled cost reports to set the hospital's cost-to-charge ratio. Those cost reports are typically two to three years old. Additionally, if a hospital's cost-to-charge ratio falls below a certain threshold (derived from the cost-to-charge ratios for all hospitals nationwide), then the cost-to-charge ratio used to calculate Medicare outlier payments defaults to the statewide average, which is considerably higher. The statewide average is also used when settled cost reports are not available (such as with newly acquired hospitals).

        On February 28, 2003, CMS announced that it was proposing three changes to its rules governing the calculation of outlier payments: (1) Medicare would be allowed to use more recent data to calculate outlier payments, (2) the use of the statewide average ratio of costs to charges would be eliminated for hospitals with very low computed cost-to-charge ratios, and (3) Medicare would be allowed to recover overpayments if the actual costs of a hospital stay (which are reflected in the settled cost report) are less than that which was claimed by the provider. We expect these changes to have a material effect on the amount of outlier payments we receive.

        In anticipation of these changes, on January 6, 2003, we announced to CMS that we had voluntarily adopted a new method for calculating Medicare outlier payments, retroactive to January 1, 2003. With this new method, instead of using recently settled cost reports for our outlier calculations, we are using current year cost-to-charge ratios. We have also eliminated the use of the statewide average, and we continue to use the current threshold amounts. These two changes have resulted in a drop of Medicare inpatient outlier payments from approximately $65 million per month to approximately $6 million per month. We voluntarily adopted this new method to demonstrate our good faith and to support CMS's likely industrywide solution to the outlier issue.

        The proposed new rule is not yet final. Our voluntary proposal to CMS included a provision to reconcile the payments we receive under our interim arrangement to those we would have received if the CMS rule had gone into effect on January 1, 2003. This could result in our receiving additional outlier payments, or it could result in our refunding some of the outlier payments recorded under the interim arrangement.

OUTPATIENT PAYMENTS

        An outpatient prospective payment system was implemented as of August 1, 2000. This payment system established groups called ambulatory payment classifications for all outpatient procedures. Medicare pays for outpatient services based on the classification. The outpatient prospective payment system provides a transitional period that limits each hospital's losses during the first three and one-half years of the program. If a hospital's costs are less than the payment, the hospital keeps the difference. If a hospital's costs are higher than the payment, the hospital is subsidized for part of the

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loss. The outpatient prospective payment system has not had a material impact on our results of operations.

DISPROPORTIONATE SHARE PAYMENTS

        Certain of our hospitals treat a disproportionately large number of low-income patients (i.e., Medicaid and Medicare patients eligible to receive supplemental Social Security income), and, therefore, receive additional payments from the federal government in the form of disproportionate-share payments. Congress recently mandated CMS to study the present formula used to calculate these payments. One change being considered would give greater weight to the amount of uncompensated care provided by a hospital than it would to the number of low-income patients treated. We cannot predict the impact on our hospitals if CMS revises the formula, however, we do not expect that this change would have a material impact on our results of operations.

GRADUATE AND INDIRECT MEDICAL EDUCATION

        A number of our hospitals are currently approved as teaching sites for the training of interns and residents under graduate medical education programs. Our participating hospitals receive additional payments—graduate-medical-education payments—for the cost of training residents. In addition, these hospitals receive indirect-medical-education payments, which are related to the teaching programs. These payments are add-ons to the regular diagnosis-related-group payments.

        The current indirect-medical-education payment level is set at 5.5% of diagnosis-related-group payments. However, CMS may recommend that the level be reduced to 2.7%. Such a reduction would require Congressional approval. If approved, the change would not become effective until October 1, 2003. Indirect-medical-education payments received by our hospitals for the three months ended March 31, 2003 were approximately $21 million. If the above reduction is implemented, those payments to our hospitals could be reduced by approximately 50%.

PROPOSED CHANGES TO MEDICARE PAYMENTS

        Under the Medicare law, CMS is required to annually update the prospective payments for acute, rehabilitation, and skilled nursing facilities. The updated payments are effective on October 1, the beginning of the federal fiscal year. CMS recently issued proposed rules affecting Medicare payments to acute hospitals, rehabilitation hospitals and units, and skilled nursing facilities. These proposed rules are subject to public comment, and we expect the final regulations to be issued on or about August 1, 2003.

        On May 9, 2003, CMS proposed a rule for inpatient acute care that includes a 3.5 percent increase in payment rates, beginning October 1, 2003. Under the proposed rule, the outlier threshold would increase to $50,645, up from $33,560. CMS anticipates that its proposed rules governing outlier revenues described above will be finalized during the comment period for the inpatient prospective payments rule, and changes to the outlier payment methodology adopted in that final rule may make it possible to significantly lower the outlier threshold in the final inpatient rule.

        In addition, the proposed rules update other payment factors, including the wage index, diagnosis-related-group weights, and other factors that influence the prospective payments. Consequently, the percentage increases described above may not be fully realized in the final payments. We are currently analyzing the impact of all of the proposed changes.

MEDICAID

        Payments we receive under various state Medicaid programs constitute approximately 9% of our net operating revenues. These payments are typically based on fixed rates determined by the individual

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states. (Only two states in which we operate have a Medicaid outlier payment formula.) We also receive disproportionate-share payments under various state Medicaid programs. For the three months ended March 31, 2002 and 2003, those payments were approximately $51 million and $45 million, respectively.

        Many of the states in which we operate are experiencing serious budgetary problems and have proposed, or are proposing, new legislation that would significantly reduce the payments they make to hospitals under their Medicaid programs. These pending actions could have a material adverse effect on our financial condition and results of operations.

RESULTS OF OPERATIONS

        The paragraphs in this section primarily discuss our historical results of operations. However, in light of recent events and our voluntary adoption of a new method for calculating Medicare outlier payments, and the fact that CMS has indicated its intent to change the program's rules regarding Medicare outlier payments, discussed on page 21, we are supplementing certain of the historical information with information presented on an adjusted basis (as if we had received no Medicare outlier revenues during the periods indicated). This adjusted-basis information includes numerical measures of our historical or future performance, financial position or cash flows that have the effect of depicting such measures of financial performance differently from that presented in our financial statements prepared in accordance with generally accepted accounting principles ("GAAP") and are defined under Securities and Exchange Commission rules as "non-GAAP financial measures." We believe that the information on this basis is important to our shareholders in order to show more clearly the significant effect that Medicare inpatient outlier revenue has had on elements of our historical results of operations, without necessarily estimating or suggesting their effect on future results of operations. Among the information presented on an adjusted basis are operating expenses expressed as percentages of net operating revenues, net inpatient revenues per patient day and per admission, net cash provided by operating activities, and EBITDA margins (which we define as the ratio of income from continuing operations before interest net of investment earnings, taxes, depreciation and amortization, and also excluding minority interests, impairment and restructuring charges, loss from early extinguishment of debt and gains or losses from assets sales to net operating revenues). Because costs in our business are largely influenced by volumes and thus generally analyzed as percentages of operating revenues, we provide this additional analytical information to better enable investors to measure expense categories between periods.

        EBITDA, which is a non-GAAP financial measure, is commonly used as an analytical indicator within the healthcare industry. We use EBITDA as an analytical indicator for purposes of assessing hospitals' relative performance. EBITDA should not be considered as a measure of financial performance under GAAP, and the items excluded from EBITDA are significant components in understanding and assessing such financial performance. Because EBITDA is not a measurement determined in accordance with GAAP and is thus susceptible to varying calculations, EBITDA as presented may not be comparable to other similarly titled measures of other companies. Investors are encouraged to use GAAP measures when evaluating our performance.

        For the three months ended March 31, 2003, on a same-facility basis, admissions grew 1.8% over the prior-year quarter, net patient revenues were up 1.9% and net inpatient revenue per admission was down by 2.6%.

        We reported income from continuing operations of $261 million in the quarter ended March 31, 2002 and $15 million in the quarter ended March 31, 2003.

        Total-company EBITDA margins decreased from 20.0% in the prior-year quarter to 13.4% for the current quarter.

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        The table below is a reconciliation of our total company operating margins (the ratio of operating income to net operating revenues) to EBITDA and our EBITDA margins for the three-month periods ended March 31, 2002 and 2003. Operating income and net operating revenues are performance measures under GAAP, whereas EBITDA is not. EBITDA is commonly used as an analytical indicator of operating performance within the healthcare industry. We use EBITDA as an analytical indicator for purposes of assessing hospitals' relative operating performance. EBITDA should not be considered as a measure of financial performance under GAAP, and the items excluded from EBITDA are significant components in understanding and assessing such financial performance. Because EBITDA is not a measurement determined in accordance with GAAP and is thus susceptible to varying calculations, EBITDA as presented may not be comparable to other similarly titled measures of other companies. Investors are encouraged to use GAAP measures when evaluating our financial performance.

        The table below shows the pretax and after-tax impact of (1) impairments of goodwill, (2) restructuring charges, (3) losses from early extinguishment of debt, and (4) goodwill amortization for the quarters ended March 31, 2002 and 2003:

        Adjusted earnings per share from continuing operations excludes the effects of certain items that may not relate to the conditions and circumstances of the current operating environment, including differences in accounting policies, portfolio changes and financing actions, as well as the impact of impairment and restructuring charges. It is a metric used by senior management to measure the effectiveness of the Company's operating strategies in the current operating environment and to allow more direct comparisons of operating performance trends between periods. It is not a measure of

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financial performance under GAAP, and the items excluded from it are significant components in understanding and assessing such financial performance. Because it is not a measure determined in accordance with GAAP, and is thus susceptible to varying calculations, as presented herein it may not be comparable to other similarly titled measures of other companies. Investors are encouraged to use GAAP measures when evaluating the Company's financial performance.

        If we had received no Medicare outlier revenues, our EBITDA margins would have been 15.0% and 12.9% in the three-month periods ended March 31, 2002 and 2003, respectively. The table below is a reconciliation of net operating revenues to adjusted net operating revenues and EBITDA to adjusted EBITDA and our adjusted EBITDA margins for the three-month periods ended March 31, 2002 and 2003. Net operating revenue is a performance measures under GAAP, whereas adjusted net operating revenue is not. EBITDA is commonly used as an analytical indicator of operating performance within the healthcare industry. We use EBITDA and adjusted EBITDA as analytical indicators for purposes of assessing hospitals' relative operating performance. EBITDA and adjusted EBITDA should not be considered as measures of financial performance under GAAP, and the items excluded from EBITDA and adjusted EBITDA are significant components in understanding and assessing such financial performance. Because EBITDA and adjusted EBITDA are not measurements determined in accordance with GAAP and are thus susceptible to varying calculations, they may not be comparable to other similarly titled measures of other companies. Investors are encouraged to use GAAP measures when evaluating the Company's financial performance.

        Results of operations for the quarter ended March 31, 2003 include the operations of one general hospital acquired after the end of the prior-year quarter and exclude the operations of three general

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hospitals sold, closed or consolidated and certain other facilities closed since then. The following is a summary of consolidated operations for the three-month periods ended March 31, 2002 and 2003:

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        Net operating revenues of our domestic general hospitals (96.8% of our consolidated net operating revenues) include inpatient and outpatient revenues, as well as nonpatient revenues (primarily rental income and services such as cafeteria, gift shops, parking) and other miscellaneous revenue. Net operating revenues of other operations (3.2% of our consolidated net operating revenues) consist primarily of revenues from: (1) physician practices, (2) rehabilitation hospitals, long-term-care facilities, psychiatric and specialty hospitals—all of which are located on or near the same campuses as our general hospitals, (3) our hospital in Barcelona, Spain, (4) health care joint ventures operated by us, (5) our subsidiaries offering managed-care and indemnity products, and (6) equity in earnings of unconsolidated affiliates.

        Although our hospitals expect to receive some level of Medicare outlier revenue in future periods, as discussed on page 18, the following table shows a summary of the consolidated operations on a GAAP basis for the three-month periods ended March 31, 2002 and 2003 to the consolidated operations on a non-GAAP basis as if we had received no Medicare outlier revenue during those periods: