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

Form 10-Q

Commission file number 1-7293

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

        As of December 31, 2002 there were 473,738,393 shares of $0.05 par value common stock outstanding.

CONTENTS

Note: Item 3 of Part I and Items 2, 3, 5 and 6 of Part II are omitted because they are not applicable.

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CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS
Dollars in Millions

See accompanying NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

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CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Three Months and Six Months ended November 30, 2001 and 2002
Dollars in Millions,
Except Per-Share Amounts

See accompanying NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

4

CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months ended November 30, 2001 and 2002
Dollars in Millions

See accompanying NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1

        This quarterly report for Tenet Healthcare Corporation (together with its subsidiaries referred to as "Tenet," the "Company," "we," "our" or "us") supplements our annual report to security holders for the year ended May 31, 2002. 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 annual report. For further information, refer to the audited consolidated financial statements and footnotes included in our annual report to security holders for the year ended May 31, 2002.

        Operating results for the three-month and six-month periods ended November 30, 2002 are not necessarily indicative of the results that may be expected for the fiscal year ending May 31, 2003. Reasons for this include changes in Medicare regulations, our recently announced voluntary adoption of a new Medicare outlier-payments formula, interest rates, acquisitions and disposals of facilities and other assets, unusual or non-recurring items, fluctuations in revenue allowances, revenue discounts and quarterly tax rates, the timing of price changes, 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 relating to the timing of elective hospital procedures. These considerations apply to year-to-year comparisons as well.

        Certain prior-year balances in the accompanying condensed consolidated financial statements have been reclassified to conform to the current year's presentation of financial information. These reclassifications have no impact on total assets, liabilities, shareholders' equity, net income or cash flows.

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

NOTE 2

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

        1.    Shareholder Derivative Lawsuits—From November 1, 2002 through January 8, 2003, nine shareholder derivative actions were filed against members of the board of directors and senior management of the Company by shareholders purporting to pursue various causes of action on behalf of the Company and for its benefit. The complaints allege claims for breach of fiduciary duty, insider trading and other causes of action.

        2.    Federal Securities Class Actions—From November 1, 2002 through January 2, 2003, twenty federal securities class action lawsuits were filed against Tenet Healthcare Corporation and certain of its officers and directors, alleging violations of federal securities laws.

        3.    Other Litigation—The Company continues to litigate a previously disclosed qui tam action filed in 1997. The federal government partially intervened and filed an amended complaint in June of 2001. The government alleges, that the Company and certain subsidiaries, including the third-tier subsidiary that owns North Ridge Medical Center violated the Stark Act and that certain of the hospital's cost reports improperly included non-reimbursable costs related solely to certain physician practices. The government's complaint also contains certain state law equitable claims based on the same allegations.

        In connection with a long-standing national initiative, government agencies have also been investigating hospital billings to Medicare for inpatient stays reimbursed pursuant to four particular

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diagnosis-related groups. The government filed a lawsuit in regard to this matter on January 9, 2003.

        The Company and certain of its officers and directors also are defendants in lawsuits filed on various dates 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.

        4.    Investigations—Federal government agencies are investigating (1) whether two physicians who are independent contractors with medical staff privileges at one of our subsidiary's hospitals may have performed medically unnecessary procedures; (2) certain agreements and arrangements with physicians; and (3) whether Medicare outlier payments to certain of our subsidiaries' hospitals were made in accordance with 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 II. Item 1. Legal Proceedings beginning on page 33 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 cannot presently 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 consolidated financial statements any potential liability 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.

NOTE 3

        During the quarter ended August 31, 2002, we sold $400 million of 5% Senior Notes due 2007. The proceeds from the sale were used to repay bank loans under our credit agreements and to repurchase, at par, the remaining $282 million balance of our 6% Exchangeable Subordinated Notes due 2005. As a result of that repurchase of debt, we recorded a $4 million loss from early extinguishment of debt.

        As of June 1, 2002, we adopted Statement of Financial Accounting Standards ("SFAS") No. 145 (a standard that addresses the classification of gains or losses from early extinguishment of debt). Prior to the adoption, we reported losses from early extinguishment of debt as extraordinary items, net of tax benefits in our consolidated statement of income. However, in accordance with SFAS No. 145, we reported the above $4 million loss as part of operating income.

        During the six months ended November 30, 2001, we recorded a $172 million extraordinary charge, net of tax benefits, that resulted from early extinguishment of debt. That charge was reclassified to comply with SFAS No. 145 by reducing previously reported operating income by $275 million and reducing income taxes by $103 million for the six months ended November 30, 2001 in the accompanying condensed consolidated statement of income.

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        The table below displays our long-term debt as of May 31, 2002 and November 30, 2002:

        On January 10, 2003, we announced that we had reached agreement with three banks to underwrite a new $500 million three-year senior term loan credit facility. The new facility will replace our existing $500 million 364-day revolving credit facility, which is undrawn and is due to expire on February 28, 2003. We will use the proceeds from the new loan to reduce borrowings under our other existing bank line, a $1.5 billion revolving credit facility due in 2006. The new facility is expected to include terms and conditions substantially similar to our existing credit agreements, except for a change in the leverage covenant to a maximum debt to EBITDA ratio of 2.5-to-1 in the new facility from 3.5-to-1 in the existing credit agreements. Upon closing, our existing $1.5 billion revolving credit facility will be amended to conform its covenants to this new change. The new facility is expected to include base borrowing rates of approximately LIBOR plus 2 percent. We expect to complete the closing and the amendment of the revolving credit facility, both subject to customary documentation, by late February.

NOTE 4

        As of June 1, 2002, we adopted SFAS No. 142, "Accounting for Goodwill and Other Intangible Assets." 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 the periods following the date of adoption.

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        The table below shows our net income for the three months and six months ended November 30, 2002 and the comparative pro forma amounts for the prior year as if the cessation of goodwill amortization had occurred as of June 1, 2001:

        SFAS No. 142 also requires that we test the carrying value of goodwill and intangible assets having indefinite lives for impairment. The test is to be performed at the reporting unit level for goodwill at least once a year. In the year of adoption, an initial transitional impairment evaluation as of the beginning of the fiscal year is also required. If we find the carrying value to be impaired, or if the carrying value of an asset to be sold or otherwise disposed of exceeds its fair value, then we must reduce the carrying value to fair value. In accordance with the new standard, we completed our initial transitional impairment evaluation in the quarter ended November 30, 2002. As a result of this evaluation, we did not need to record an impairment charge.

        In connection with the adoption of SFAS No. 142 and the completion of our initial transitional impairment evaluation, we determined that the Company's reporting units (as defined by the standard) are our three general hospital divisions: the Southeast Division, the Central-Northeast Division and the Western Division. Substantially all of the Company's domestic general hospitals and other healthcare-related facilities are organized by and its resources are allocated to one of these three divisions (or operating segments). Because the economic characteristics of these divisions, the nature of their operations, the regulatory environment in which they operate, and the manner in which they are managed are all similar, we aggregate these divisions into a single reportable operating segment for purposes of SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information."

NOTE 5

        At November 30, 2002, there were 50,552,456 shares of common stock available for future grants of stock options and other incentive awards to our key employees, advisors, consultants and directors

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under our 2001 Stock Incentive Plan. The following table summarizes information about outstanding stock options at November 30, 2002:

        The reconciliation below shows the changes to our stock option plans for the six months ended November 30, 2001 and 2002:

        The estimated weighted-average fair values of the options we granted in the six months ended November 30, 2001 and 2002 were $18.28 and $14.06, respectively. These were calculated, as of the date of each grant, using a Black-Scholes option-pricing model with the following weighted-average assumptions:

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        Had the compensation cost for the stock options granted to our employees and directors been determined based on these fair values, our net income and earnings per share would have been the pro forma amounts indicated below:

        In December 2002, we granted additional stock options for 11,807,246 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, except that earlier vesting may occur on 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 certain predetermined levels for specified numbers of consecutive trading days.

NOTE 6

        During the year ended May 31, 2002, the Company's board of directors authorized the repurchase of up to 30 million shares of its common stock to offset the dilutive effect of employee stock option exercises. On July 24, 2002, the board of directors authorized the repurchase of up to an additional 20 million shares of stock, not only to offset the dilutive effect of anticipated employee stock option exercises, but also to enable the Company to take advantage of opportunistic market conditions. On December 11, 2002, the board of directors authorized the use of free cash flow (net cash flows from operating activities after August 31, 2002 less capital expenditures plus proceeds from asset sales) to repurchase up to 30 million shares of the company's common stock, which includes 13,763,900 shares that remained under the previous authorizations. During the year ended May 31, 2002 and the six months ended November 30, 2002, we repurchased an aggregate 36,263,100 shares for approximately $1.2 billion at an average cost of $33.53 per share, as shown in the following table:

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        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. In connection with these repurchases, we, at times, enter into forward purchase agreements (whereby, at its option, the Company could settle through full physical, net-share or net cash settlement) with unaffiliated counterparties for the purchase of some of the above shares of common stock. We settled all of the then outstanding forward purchase agreements on October 29, 2002 for $225 million in cash—5,164,150 shares at an average cost of $43.64 per share—and have not entered into any forward purchase agreements since then. The closing market price for our common stock that day was $39.25. We accounted for these forward purchase agreements as equity transactions within permanent equity.

NOTE 7

        Our principal investments at November 30, 2002 consisted of 8,301,067 shares of common stock of Ventas, Inc. ("Ventas") and various other equity investments (primarily in Internet-related health care ventures). Prior to November 30, 2002, we classified these investments as "available for sale." Accordingly, we adjusted the carrying values of the shares to their market value at the end of each accounting period through a credit or charge (net of income taxes) in our statement of other comprehensive income. At November 30, 2002, the aggregate market value of these investments was $124 million, of which our investment in Ventas was $104 million.

        In November 2002, we decided to sell our shares of Ventas, and Ventas agreed to file a shelf registration statement with the SEC relating to the sale. The registration statement was filed on December 2, 2002. On December 20, 2002 we sold all 8,301,067 shares of Ventas stock for $86 million.

        Because of our decision in November 2002 to sell our Ventas shares (an available-for-sale security whose fair value was less than its cost basis) and because we did not expect the fair value of the shares to recover prior to the expected time of sale, we recorded a $64 million impairment charge ($40 million, net of taxes) and reclassified our investment in Ventas to short-term in November 2002.

NOTE 8

        The following table provides a reconciliation of beginning and ending liability balances in connection with unusual charges recorded in prior periods as of May 31, 2002 and November 30, 2002 (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 be $21 million in the remainder of fiscal 2003 and $44 million thereafter.

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NOTE 9

        The following table shows the changes in consolidated shareholders' equity during the six months ended November 30, 2002 (dollars in millions; shares in thousands):

NOTE 10

        The following table shows the condensed consolidated statements of comprehensive income for the six months ended November 30, 2001 and 2002:

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NOTE 11

        The following tables are reconciliations of the numerators and the denominators of our basic and diluted earnings per common share computations for net income for the three months and six months ended November 30, 2001 and 2002 (income in millions; weighted average shares in thousands):

        Because their prices were greater than the average market price of the common stock during the three-month and six-month periods, the computations of earnings per share exclude outstanding options for 429,000 shares and 10,151,557 shares of common stock for the three-month periods ended November 30, 2001 and 2002, respectively, and 327,000 shares and 5,075,779 shares of common stock for the six-month periods ended November 30, 2001 and 2002, respectively.

NOTE 12

        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 that the IRS will conclude its examination before May 31, 2003. In connection with their examination, the IRS has issued a Notice of Proposed Adjustment ("NOPA") 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. In addition, the IRS has raised a number of other issues, but has issued no proposed adjustment. At this time, no Revenue Agent's Report ("RAR") for the above fiscal years has been issued. To the extent the final RAR contains adjustments with which we disagree, including the issue covered by the NOPA discussed above, we will seek to resolve all disputed issues using the various means available to us, including, for example, filing a protest with the Appeals Division of the IRS or

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filing a petition for redetermination of a deficiency with the Tax Court. We are not currently able to predict the amounts that could eventually be paid upon the ultimate resolution of all the issues included in the final RAR.

NOTE 13

        As a result of the allegations concerning Redding Medical Center (see Part II. Item 1. Legal Proceedings), the Joint Commission on Accreditation of Healthcare Organizations ("JCAHO") announced in December 2002 that it planned to conduct quality system surveys at various Tenet hospitals. Hospitals either must be accredited by an approved organization such as JCAHO or obtain a waiver to be eligible to participate in the Medicare and Medicaid programs. The purpose of the JCAHO surveys is to determine whether any systematic breakdown has occurred in certain systems and processes within the hospitals owned by our subsidiaries. JCAHO has conducted on-site surveys at 19 of our hospitals across the country. JCAHO expects to complete its reviews early in 2003. We believe our hospitals will pass the surveys and maintain their JCAHO accreditations.

NOTE 14

        In June 2002, the Financial Accounting Standards Board 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, as defined by the standard, was recognized at the date of an entity's commitment to an exit plan.) The provisions of the standard are effective for exit or disposal activities initiated after December 31, 2002. To the extent that we initiate exit or disposal activities after this date, the new accounting standard might have a material effect on the timing of the recognition of exit costs in our consolidated financial statements.

        In November 2002, the Financial Accounting Standards Board issued FASB Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." The interpretation elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The initial recognition and measurement provisions of this interpretation are applicable, on a prospective basis, to guarantees issued or modified after December 31, 2002. We do not expect this new interpretation to have a material effect on our consolidated financial statements.

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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 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. The forward-looking statements are based on our current expectations and 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: general economic and business conditions, both nationally and regionally; industry capacity; demographic changes; changes in, or the failure to comply with, laws and governmental regulations; the ability to enter into managed care provider arrangements on acceptable terms; changes in Medicare and Medicaid payments or reimbursement, 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; 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; technological and pharmaceutical improvements that increase the cost of providing, or reduce the demand for, health care; a shortage of raw materials; a breakdown in the distribution process or other factors that may increase our costs of supplies; changes in business strategy or development plans, including our pricing strategy; 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 professional liability insurance coverage at current levels; the availability of suitable acquisition opportunities, the length of time it takes to accomplish acquisitions and the impact of pending and future government investigations and litigation on our ability to accomplish acquisitions; our ability to integrate new business with its existing operations; and the availability and terms of capital to fund the expansion of our business, including the acquisition of additional facilities and other factors referenced in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K. 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 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 objective is to provide quality health care services within the current regulatory and managed-care environment 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. Accordingly, we tailor our local strategies to address the specific competitive characteristics of each area in which we operate, including the number and size of facilities operated by our subsidiaries and their competitors, the

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nature and structure of physician practices and physician groups, and the demographic characteristics of the area. To achieve our objective, we are pursuing a variety of strategies, including the following:

•

Focusing on core services such as cardiology, orthopedics and neurosurgery designed to meet the health care needs of the aging baby boomer generation. In the past few years, admissions have increased the most in those age groups—41-to-50 and 51-to-60. We are dedicating significant capital to building or enhancing facilities and acquiring equipment to support those core services and are focusing on recruiting physicians who specialize in cardiology, orthopedics and neurosurgery to practice at our hospitals.



•

Improving the quality of care provided at our hospitals by identifying best practices, re-engineering hospital processes to help achieve better outcomes for patients, and offering those best practices to all of our hospitals.



•

Improving operating efficiencies and reducing costs while maintaining the quality of care provided.



•

Reducing bad debts and improving cash flow. We have taken actions, such as improving our admissions processes (including providing better training for employees involved in admitting patients), simplifying our contracts with managed-care providers to minimize billing disputes, improving our charting and billing processes to bill more promptly and reduce the number of errors, and re-engineering the collections process, to ensure that bills are paid in a timely manner.



•

Acquiring or entering into strategic partnerships with hospitals, groups of hospitals, other health care businesses and ancillary health care providers where appropriate to expand and enhance quality integrated health care delivery systems responsive to the current managed-care environment. We carefully evaluate investment opportunities and invest in projects that enhance our objectives of providing quality health care services, maximizing our return on investments, and enhancing shareholder value. Because of recent events and circumstances, however, we expect the pace of our acquisition activity to lessen considerably.



•

Improving patient, physician and employee satisfaction. An important program in this area, the "Target 100" program, targets 100 percent satisfaction among patients, physicians and employees at our facilities. The Target 100 program has been implemented at all of our hospitals.



•

Developing and maintaining strong relationships with physicians and fostering a physician-friendly culture that will enhance patient care and fulfill the health care needs of the communities we serve.



•

Improving recruitment and retention of nurses and other employees. Among the steps we are taking to attract and retain employees in general, and nurses in particular, is our "employer of choice" program, through which we strive to be the employer of choice in each region where we are located.



•

Entering into discounted fee-for-service arrangements and managed-care contracts with third-party payors.

        We will adjust our strategies over the course of time in response to changes in the economic climate in which we operate and the success or failure of our various efforts.

PRICING

        We believe that the practices at certain of our hospitals of significantly increasing their gross charges beginning in fiscal 2000, combined with the Medicare-prescribed formula for determining Medicare outlier payments, contributed to greater outlier payments to those hospitals. Medicare outlier

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payments are described in more detail in the following "Government Programs" section of this report. They are based, in part, on a historical ratio of a hospital's costs to its gross charges.

        Gross charges are not the same as prices and typically do not reflect what the hospital ultimately gets paid. Rather, gross charges are retail list charges. Medicare regulations require that these gross charges be the same for all patients, regardless of payor category. We typically receive a lower price that is negotiated by an insurance company or set by the government. Gross charges, however, do impact the amount of our Medicare outlier payments, certain elements of managed-care contracts that are based on gross charges (such as stop-loss payments), and the amount we charge self-pay patients.

        Although we believe our hospitals' pricing practices are, and have been, in compliance with Medicare rules, in early December 2002, we announced that our hospitals would be following a new pricing philosophy.

        Our new approach de-emphasizes reliance on gross charges increases and refocuses on actual pricing, which creates a structure with a larger fixed component. Our new pricing approach includes the following components:

•

freezing the current gross charges at our hospitals through the end of the current fiscal year



•

supporting changes in current Medicare rules regarding Medicare outlier payments



•

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



•

supporting changes in state and federal laws to allow hospitals to negotiate agreements with self-pay patients that will allow for pricing similar to the local market rates the hospitals receive from managed-care contracts

        On January 6, 2003, we announced that we had volunteered to the Centers for Medicare and Medicaid Services ("CMS") to adopt a new policy on Medicare outlier payments for our hospitals, retroactively to January 1, 2003, that would reimburse our hospitals in accordance with what we anticipate will be future changes by CMS in current Medicare outlier formulas. We decided to do this now in order to show our good faith and to support CMS' likely industrywide solution to the outlier issue.

        Over many years, our hospitals' managed-care-contract structures have evolved from being largely charge-based to being based predominantly on negotiated fixed per-diem- and per-case-rate payments combined with pass-through payments for high cost devices and pharmaceutical costs, and stop-loss payments to cover higher-cost patients. Our new pricing approach generally will not involve any rollback of charges, but will involve efforts to negotiate simpler managed-care contracts with higher per diem or case rates and less emphasis on stop-loss payments tied to gross charges with the intention of maintaining the overall economic value of the contract (with market-level annual increases). We intend, however, to hold firm on the total prices we anticipate receiving on our managed-care contracts. Generally, it is not our intention to agree to amend existing contracts if doing so would result in significantly lowering total payments.

        Our hospitals have thousands of individual managed-care contracts. The weighted average life (days to renew/expire weighted based on contract revenue) of those contracts is approximately 230 days, but about three-fourths of the contracts are "evergreen" contracts that extend automatically each year. Evergreen contracts may generally be renegotiated or terminated by the contracting parties by giving 90 to 120 days notice.

        We expect that this new approach to pricing will provide a more predictable and sustainable payment structure for us in the future. Our new pricing approach is intended to create a

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reimbursement structure with a larger fixed component that will become less dependent on gross charges, but one that will allow for increases in prices and in net operating revenues as appropriate.

        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 and for the six months ended November 30, 2002 can be sustained. We can offer no assurances that our managed-care contracting parties will agree to the changes we propose, or any changes. Additionally, our proposal is new in the industry and may take time to implement. We can also offer no assurances that this new pricing approach, in the form implemented, will not have a material adverse effect on our business, financial condition or results of operations.

OUTLOOK

        As a result of recent events and, in particular, our revised pricing approach mentioned above, including our voluntary adoption of a new Medicare outlier payment policy, on January 13, 2003 we have revised our former earnings guidance of December 2002 for the fiscal years ending May 31, 2003 and 2004. We now expect our diluted earnings per share from operations for fiscal 2003 to fall within a range of between $2.40 and $2.60 per share. This forecast revision incorporates primarily the changes we expect in Medicare outlier payment formulas, our hospitals' new pricing approach and the impact of recent events. For the fiscal year ending May 31, 2004, we are forecasting a range of diluted earnings per share from operations of between $1.80 and $2.20 per share. This projection assumes that outlier payments would be $100 million at the low and $200 million at the high end of the range, no litigation or income tax audit settlements, no share repurchase activity beyond the approximately 13.8 million shares authorized as of November 30, 2002 and no legislative or reimbursement changes other than those affecting Medicare outliers, but does assume some growth in patient days, outpatient visits and managed care pricing.

        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 have included acquisitions and the sales or closures of certain facilities, 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.

        The 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) receiving 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 better position our hospitals to attract and retain qualified nursing personnel, to improve productivity and to otherwise manage labor-cost pressures.

GOVERNMENT PROGRAMS

        Payments from Medicare account for 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 may materially increase or decrease program payments as well as affect the cost of providing services and the timing of payments to facilities. We are unable to predict the effect of future payment policy changes on our operations. If the rates paid or the scope of services covered by government payors is reduced, such actions could have a material adverse effect on our business, financial condition or results of operations.

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        The final determination of certain amounts earned under the Medicare program often takes many years 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 consolidated financial statements for probable adjustments to historical net operating revenues. Until final settlement, however, significant issues remain unresolved and previously determined allowances could be more or less than ultimately required.

        The major components of our Medicare net patient revenues for the three-month and six-month periods ended November 30, 2001 and 2002 are set forth in the table below:

(1)

These payments relate principally to our non-acute facilities.

DRG PAYMENTS

        Medicare payments for general hospital inpatient services are based on a prospective payment system utilizing what are called diagnosis-related groups ("DRG-PPS"). Under the DRG-PPS, a general hospital receives a fixed amount for each Medicare inpatient discharged from the hospital based on the patient's assigned diagnosis-related group ("DRG"). DRG payments are adjusted for area-wage differentials but otherwise do not consider a specific hospital's operating costs. As discussed below, DRG payments exclude the reimbursement of capital costs, such as depreciation, interest relating to capital expenditures, property taxes and lease expenses.

        DRG-PPS rates are typically updated annually to give consideration to the increased cost of goods and services purchased by hospitals and non-hospitals. The DRG rate increase beginning October 1, 2002 was 2.95 percent, and, as in prior years, is below the corresponding increases in the cost of goods and services purchased by our hospitals. We expect future rate increases also to be below such cost increases.

CAPITAL COST PAYMENTS

        Medicare reimburses general hospitals for their capital costs separately from DRG payments. Beginning in 1992, a prospective payment system for reimbursement of general hospitals' inpatient capital costs ("PPS-CC") generally became effective with respect to our general hospitals and was gradually phased in through September 30, 2002. As of October 1, 2002, all of our hospitals are paid based on a PPS-CC rate that will increase annually by a capital cost market basket update factor. We expect that those increases will also be below the increases in the cost of our capital asset purchases.

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OUTLIER PAYMENTS

        As part of the DRG-PPS, Congress established additional payments to hospitals for the treatment of patients who are costlier to treat than the average patient. These additional payments are referred to as outlier payments. Congress has mandated The Centers for Medicare and Medicaid Services ("CMS"), the agency that administers the Medicare program, to limit outlier payments to between five and six percent of total DRG payments. In order to bring expected outlier payments within this mandate, CMS periodically changes the cost threshold used to determine the cases for which a hospital will receive outlier payments. The effect of an increase in the cost threshold reduces total outlier payments by reducing (1) the number of cases that qualify for outlier payments and (2) the amount of outlier payments for cases that continue to qualify.

        CMS is currently reviewing the formula used to calculate each hospital's outlier payments and we expect that CMS will shortly announce a major change in the formula. Currently, if a hospital's specific cost-to-charge ratio falls below a threshold cost-to-charge ratio for all hospitals nationwide, the hospital defaults to the statewide average cost-to-charge ratio ("SWA"). In these cases, CMS will not use the hospital's own cost-to-charge ratio but will use the higher SWA. In addition, CMS utilizes the SWA for certain acquired hospitals until a settled cost report is available. We expect that CMS will eliminate the use of SWA's in the future.

        Currently, 29 of our hospitals receive outlier payments determined by the fiscal intermediary that are based on the SWA. These hospitals received approximately 68% of our outlier payments for the three months ended November 30, 2002. CMS currently utilizes the most recently settled cost report to set the hospital's cost-to-charge ratio. Those cost reports typically are two to three years old. We expect that CMS also will use more recent information to establish the cost-to-charge ratio. We expect these changes to have a material effect on the amount of outlier payments we currently receive. We are currently unable to predict the ultimate changes that will be made by CMS and when they would become effective. On January 6, 2003, we sent a letter to CMS volunteering to adopt a new policy on Medicare outlier payments for our hospitals, retroactive to January 1, 2003, that would have the effect of reimbursing our hospitals in accordance with changes we anticipate CMS will eventually make. To the extent, however, that CMS ultimately adopts a different approach to modifying its outlier policy, or imposes alternative adjustments, such as changing the outlier threshold, we would reconcile the payments received under our interim arrangement to the payments that would have been made if CMS's new policy had gone into effect on January 1, 2003 and a settlement would be made for any difference. The settlement could result in our eventually receiving additional outlier payments or having to repay some of the outlier payments received for the interim period from January 1, 2003 until the date the anticipated new rules become effective. We made this voluntary proposal in order to show our good faith and to support CMS's likely industry-wide solution to the Medicare outlier issue.

        Specifically, our proposal would involve utilizing current filed cost reports for our hospitals and eliminating the SWA from the outlier calculations. We estimate that by adopting these two changes, Medicare outlier payments to our hospitals will drop from approximately $65 million per month to approximately $8 million per month. This is consistent with our current earnings guidance.

OUTPATIENT PAYMENTS

        An outpatient prospective payment system ("OPPS") was implemented as of August 1, 2000. The OPPS established groups called ambulatory payment classifications ("APC") for all outpatient procedures. Medicare pays for each specific APC depending upon the service rendered. The OPPS established a transitional period that limits each hospital's losses during the first three-and-one-half years of the program. If a hospital's cost is less than the payment, the hospital will be able to keep the difference. If a hospital's cost is higher than the payment, it will be subsidized for part of the loss during the transition period. The OPPS has not had a material impact on our results of operations.

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DISPROPORTIONATE SHARE PAYMENTS

        Certain of our hospitals treat a disproportionately large number of low-income patients (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 ("DSH"). Congress has recently mandated CMS to study the present formulas used to calculate DSH. One of the changes being considered is to give greater weight to the amount of uncompensated care provided by a hospital rather than the number of low income patients that are actually treated. We cannot predict when or if CMS will revise the formula or what impact the changes will have on our hospitals. However, we do not expect that this change will 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 ("GME") programs. Our participating hospitals receive an additional payment for the cost of training residents as GME payments. In addition, these hospitals receive indirect medical education ("IME") payments relating to the teaching programs. These GME and IME payments are an add-on to the regular DRG payments. The current IME payment level is set at 5.5% of DRG payments. The IME payment formula is currently being reviewed and recommendations may be made to Congress that the payment level be reduced to 2.7%. Such reduction must be approved by Congress and would not become effective until October 1, 2003. IME payments received by our hospitals for the six months ended November 30, 2002 were approximately $54 million. If the above recommendations are implemented, IME payments to our hospitals could be reduced by 50%.

MEDICAID

        We also receive payments under various state Medicaid programs that are a much smaller portion of our net operating revenues. These payments are typically based on fixed rates determined by each state. Only two states in which we operate have an outlier payment formula. We also receive DSH payments in various states under the Medicaid program. State Medicaid DSH payments were approximately $82 million and $89 million for the six months ended November 30, 2001 and 2002, respectively.

RESULTS OF OPERATIONS

        The following paragraphs in this section primarily discuss the historical results of operations of the Company. In light of the recent events and our adoption of a new pricing policy, discussed above, however, we are supplementing certain of the historical information presented herein with information presented on an adjusted basis, as if we had received no Medicare outlier payments during the periods indicated. We do so to emphasize the effect that Medicare outlier payments have had on our historical results of operations, without attempting to estimate or suggest their effect on future results of operations. Among the information presented on an adjusted basis are EBITDA margins, operating expenses expressed as percentages of net operating revenues, net inpatient revenues per patient day and per admission, and net cash provided by operating activities, which appear on the following pages. We direct you to the "Outlook" section on page 20 herein for our revised future earnings guidance.

        On a same-facility basis, admissions grew 4.3% over the prior-year quarter, net patient revenues were up 11.6% and net inpatient revenue per admission was up 7.2% for the three months ended November 30, 2002. For the six-month period, admissions increased 3.0%, net patient revenues were up 11.4% and net inpatient revenue per admission was up 8.5%. We have reduced our debt by $437 million since November 30, 2001.

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        Total-company EBITDA margins (the ratio of earnings before interest, taxes, depreciation and amortization, impairment charges and loss from early extinguishment of debt to net operating revenues) increased from 20.0% to 20.5% for the quarter and from 19.5% to 20.5% for the six-month period.

        If we had received no Medicare outlier payments during the periods, our EBITDA margins would have been 16.0% and 15.8%, respectively, in the quarters ended November 30, 2001 and 2002, and would have been 15.0% in the six months ended November 30, 2001 and 15.1% in the six-month period ended November 30, 2002.

        The table below presents a reconciliation of our total company EBITDA margins (as defined above) to our operating margins (the ratio of operating income to net operating revenues) for the three-month and the six-month periods ended November 30, 2001 and 2002. Operating income and net operating revenues are performance measures under generally accepted accounting principles ("GAAP"), whereas EBITDA is not. We refer to EBITDA margins in this section of our quarterly report because this measure is widely used in our industry.

        Results of operations for the quarter ended November 30, 2002 include the operations of two general hospitals acquired after the end of the prior-year second quarter and exclude the operations of three general hospitals sold or closed and certain other facilities closed since then. The following is a

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summary of consolidated operations for the three- and six-month periods ended November 30, 2001 and 2002: