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

FORM 10-Q

For the transition period from                               to                              

Commission File Number: 1-12718

HEALTH NET, INC.
(Exact name of registrant as specified in its charter)

(818) 676-6000
(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes 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

        Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

        The number of shares outstanding of the registrant's Class A Common Stock as of November 10, 2003 was 113,662,466 (excluding 18,990,829 shares held as treasury stock), and no shares of Class B Common Stock were outstanding as of such date.

HEALTH NET, INC.
INDEX TO FORM 10-Q

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

HEALTH NET, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)

(Unaudited)

See accompanying notes to condensed consolidated financial statements.

3

HEALTH NET, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except per share data)

(Unaudited)

See accompanying notes to condensed consolidated financial statements.

4

HEALTH NET, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except per share data)

(Unaudited)

See accompanying notes to condensed consolidated financial statements.

5

HEALTH NET, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)

See accompanying notes to condensed consolidated financial statements.

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HEALTH NET, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. BASIS OF PRESENTATION

        Health Net, Inc. (referred to hereafter as the Company, we, us or our) prepared the condensed consolidated financial statements following the rules and regulations of the Securities and Exchange Commission (SEC) for interim reporting. As permitted under those rules and regulations, certain footnotes or other financial information that are normally required by accounting principles generally accepted in the United States of America (GAAP) can be condensed or omitted if they substantially duplicate the disclosures contained in the annual audited financial statements.

        We are responsible for the accompanying unaudited condensed consolidated financial statements. These condensed consolidated financial statements include all normal and recurring adjustments that are considered necessary for the fair presentation of our financial position and operating results in accordance with GAAP. In accordance with GAAP, we make certain estimates and assumptions that affect the reported amounts. Actual results could differ from estimates. As these are condensed financial statements, one should also read our 2002 consolidated financial statements and notes included in our Form 10-K for the year ended December 31, 2002 filed with the SEC in March 2003.

        Revenues, expenses, assets and liabilities can vary during each quarter of the year. Therefore, the results and trends in these interim financial statements may not be indicative of those for the full year.

        Certain amounts in the 2002 condensed consolidated financial statements and notes to the condensed consolidated financial statements have been reclassified to conform to our current presentation as a result of changes in our organizational structure (see Note 3). The reclassifications have no effect on total revenues, total expenses, net earnings or stockholders' equity as previously reported.

2. SIGNIFICANT ACCOUNTING POLICIES

Comprehensive (Loss) Income

        Our comprehensive (loss) income is as follows (amounts in millions):

Earnings Per Share

        Basic earnings per share excludes dilution and reflects net income divided by the weighted average shares of common stock outstanding during the periods presented. Diluted earnings per share is based upon the weighted average shares of common stock and dilutive common stock equivalents (stock options and restricted stock) outstanding during the periods presented. Common stock equivalents arising from dilutive stock options are computed using the treasury stock method. There were 2,704,000

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and 2,204,000 shares of dilutive common stock equivalents for the third quarter and nine months ended September 30, 2003, respectively, and 1,128,000 and 1,861,000 shares of dilutive common stock equivalents for the third quarter and nine months ended September 30, 2002, respectively. Included in the dilutive common stock equivalents for the third quarter and nine months ended September 30, 2003 are 243,000 and 198,000 shares of restricted common stock, respectively, and 48,000 and 31,000 shares of restricted common stock for the third quarter and nine months ended September 30, 2002, respectively.

        Options to purchase an aggregate of 96,000 and 1,396,000 shares of common stock during the third quarter and nine months ended September 30, 2003, respectively, and 6,008,000 and 2,486,000 shares of common stock during the third quarter and nine months ended September 30, 2002, respectively, were not included in the computation of diluted earnings per share because the options' exercise prices were greater than the average market price of the common stock for each respective period. These options expire through September 2013.

        In April 2002, our Board of Directors authorized us to repurchase up to $250 million (net of exercise proceeds and tax benefits from the exercise of employee stock options) of our Class A Common Stock. In August 2003, our Board of Directors authorized us to repurchase up to an additional $200 million (net of exercise proceeds and tax benefits from the exercise of employee stock options) of our Class A Common Stock. As of September 30, 2003, we had repurchased an aggregate of 15,796,455 shares of our Class A Common Stock under our repurchase programs (see Note 6).

Stock-Based Compensation

        As permitted under Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation" (SFAS No. 123), we have elected to continue accounting for stock-based compensation under the intrinsic value method prescribed in Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees" (APB Opinion No. 25). Under the intrinsic value method, compensation cost for stock options is measured at the date of grant as the excess, if any, of the quoted market price of our stock over the exercise price of the option. We apply APB Opinion No. 25 and related Interpretations in accounting for our plans. Accordingly, no compensation cost has been recognized for our stock option or employee stock purchase plans. Had compensation cost for our plans been determined based on the fair value at the grant dates of options and employee purchase rights consistent with the method of SFAS No. 123, our net income and

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earnings per share would have been reduced to the pro forma amounts indicated below (amounts in thousands, except per share data):

        The weighted average fair value for options granted during the third quarter and nine months ended September 30, 2003 was $8.60 and $8.02, respectively. The weighted average fair value for options granted during the third quarter and nine months ended September 30, 2002 was $8.32 and $9.07, respectively. The fair values were estimated using the Black-Scholes option-pricing model.

        The weighted average assumptions used in the fair value calculation for the following periods were:

        As fair value criteria were not applied to option grants and employee purchase rights prior to 1995, and additional awards in future years are anticipated, the effects on net income and earnings per share in this pro forma disclosure may not be indicative of future amounts.

Goodwill and Other Intangible Assets

        In July 2001, the Financial Accounting Standards Board (FASB) issued two new pronouncements: SFAS No. 141, "Business Combinations" (SFAS No. 141) and SFAS No. 142, "Goodwill and Other Intangible Assets" (SFAS No. 142). SFAS No. 141 is effective as follows: (a) use of the

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pooling-of-interest method is prohibited for business combinations initiated after June 30, 2001; and (b) the provisions of SFAS No. 141 also apply to all business combinations accounted for by the purchase method that are completed after June 30, 2001 (that is, the date of the acquisition is July 2001 or later).

        Effective January 1, 2002, we adopted SFAS No. 142 which, among other things, eliminates amortization of goodwill and other intangibles with indefinite lives. Intangible assets, including goodwill, that are not subject to amortization will be tested for impairment annually or more frequently if events or changes in circumstances indicate that we might not recover the carrying value of these assets.

        We identified the following six reporting units within our businesses: Health Plans, Government Contracts, Behavioral Health, Dental/Vision, Subacute and Employer Services Group. In accordance with the transition requirements of SFAS No. 142, we completed an evaluation of goodwill at each of our reporting units upon adoption of this Standard. We also re-assessed the useful lives of our other intangible assets and determined that the estimated useful lives of these assets properly reflect the current estimated useful lives. We will have four reporting units within our businesses subsequent to the closing of the sales of our dental, vision and employer services group subsidiaries (see Note 4).

        We performed our annual impairment test on our goodwill and other intangible assets as of June 30, 2003 at each of our reporting units and also re-evaluated the useful lives of our other intangible assets with the assistance of the same independent third-party professional services firm that assisted us in the impairment testing and measurement process in the prior year. No goodwill impairments were identified in any of our reporting units. We also determined that the estimated useful lives of our other intangible assets properly reflected the current estimated useful lives. We have evaluated the recoverability of the goodwill related to our Dental/Vision and Employer Services Group reporting units as of September 30, 2003 and December 31, 2002 and have determined that all remaining goodwill amounts associated with these reporting units are recoverable from the sales proceeds (see Note 4).

        The changes in the carrying amount of goodwill by reporting unit are as follows (amounts in millions):

(a)

As part of adopting SFAS No. 142, we transferred $6.9 million of other intangible assets to goodwill since they did not meet the new criteria for recognition apart from goodwill. These other intangible assets were acquired through our previous purchase transactions.

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        The intangible assets that continue to be subject to amortization using the straight-line method over their estimated lives are as follows (amounts in millions):

        Estimated annual pretax amortization expense for other intangible assets for each of the next five years ended December 31 is as follows (amounts in millions):

Recently Issued Accounting Pronouncements

        In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity" (SFAS No. 150). SFAS No. 150 addresses the issuer's accounting for certain freestanding financial instruments. The provisions of SFAS No. 150 are effective for financial instruments entered into or modified after May 31, 2003 and pre-existing instruments as of the beginning of the first interim period that commences after June 15, 2003. The adoption of SFAS No. 150 had no impact on our financial position or results of operations as the Company has no pre-existing instruments that are impacted by SFAS No. 150.

        In May 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities" (SFAS No. 149). SFAS No. 149 amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" (SFAS No. 133). SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003, except as stated as follows, and for hedging relationships designated after June 30, 2003. The guidance shall be applied prospectively. The provisions of SFAS No. 149 that relate to SFAS No. 133 Implementation Issues that have been effective for fiscal quarters that began prior to June 15,

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2003 shall continue to be applied in accordance with their respective effective dates. In addition, certain provisions relating to forward purchases or sales of when-issued securities or other securities that do not yet exist, shall be applied to existing contracts as well as new contracts entered into after June 30, 2003. As of September 30, 2003, the adoption of SFAS No. 149 has had no impact on our consolidated financial position or results of operations.

        In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others" (FIN No. 45). This interpretation elaborates on the disclosures to be made by the guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. It also requires that a guarantor recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. This interpretation's initial recognition and initial measurement provisions are applicable on a prospective basis to guarantees issued or modified after December 31, 2002, irrespective of the guarantor's fiscal year-end. See Note 4 for indemnification guarantee disclosure on pending and threatened litigation related to the sale of our Florida health plan completed on August 1, 2001. As of September 30, 2003, the adoption of FIN No. 45 has had no impact on our consolidated financial position or results of operations.

        In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities" (SFAS No. 146). SFAS No. 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies EITF Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)" (Issue 94-3). SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. Under Issue 94-3, a liability for an exit cost as generally defined in Issue 94-3 was recognized at the date of an entity's commitment to an exit plan. A fundamental conclusion reached by the FASB in SFAS No. 146 is that an entity's commitment to a plan, by itself, does not create an obligation that meets the definition of a liability. Therefore, SFAS No. 146 eliminates the definition and requirements for recognition of exit costs in Issue 94-3. SFAS No. 146 also establishes that fair value is the objective for initial measurement of any exit or disposal liability. The provisions of SFAS No. 146 are effective for exit or disposal activities that were initiated after December 31, 2002. As of September 30, 2003, the adoption of SFAS No. 146 has had no impact on our consolidated financial position or results of operations.

        Effective January 1, 2002, we adopted SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" (SFAS No. 144). SFAS No. 144 supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of," and some provisions of APB Opinion No. 30, "Reporting the Results of Operations—Reporting the Effects of Disposal of a Segment of a Business and Extraordinary, Unusual and Infrequently Occurring Events and Transactions." SFAS No. 144 sets new criteria for determining when an asset can be classified as held-for-sale as well as modifying the financial statement presentation requirements of operating losses from discontinued operations. The adoption of SFAS No. 144 has had no material impact on our consolidated financial position or results of operations other than the classification of a legal settlement (see Note 8).

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3. SEGMENT INFORMATION

        During the fourth quarter ended December 31, 2002, changes we made in our organizational structure, in the interrelationships of our businesses and in internal reporting resulted in changes to our reportable segments. We currently operate within two reportable segments: Health Plan Services and Government Contracts. Our Health Plan Services reportable segment includes the operations of our health plans in the states of Arizona, California, Connecticut, New Jersey, New York, Oregon and Pennsylvania, the operations of our health and life insurance companies and our behavioral health, dental, vision and pharmaceutical services subsidiaries. Our Government Contracts reportable segment includes government-sponsored multi-year managed care plans through the TRICARE programs and other government contracts.

        We evaluate performance and allocate resources based on profit or loss from operations before income taxes. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies in Note 2 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2002, except that intersegment transactions are not eliminated.

        Certain 2002 amounts have been reclassified to conform to our current presentation as a result of changes in our organizational structure.

        Our segment information is as follows (amounts in millions):

        Beginning January 1, 2002, we implemented several initiatives to reduce our general and administrative (G&A) expenses. At that time, we changed our methodology from allocating budgeted costs to allocating actual expenses incurred for corporate shared services to more properly reflect segment costs. Our chief operating decision maker now uses the segment pretax profit or loss

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subsequent to the allocation of actual shared services expenses as the measurement of segment performance. This measurement of segment performance includes net investment income. We changed our methodology of determining segment pretax profit or loss to better reflect management's revised view of the relative costs incurred proportionally by our reportable segments. Certain 2002 balances have been reclassified to conform to our chief operating decision maker's current view of segment pretax profit or loss.

        A reconciliation of the total reportable segments' measures of profit to the Company's consolidated income from continuing operations before income taxes and cumulative effect of a change in accounting principle is as follows (amounts in millions):

        Loss from other corporate entities and our employer services group subsidiary, which are not part of our Health Plan Services and Government Contracts reportable segments, are excluded from our measurement of segment performance. Other corporate entities include our facilities, warehouse, reinsurance and surgery center subsidiaries.

4. DIVESTITURES, TRANSACTIONS AND ASSETS HELD FOR SALE

        The divestitures of our employer services group, dental, vision, Pennsylvania health plan and claims services subsidiaries during 2003 and 2002 are not presented as discontinued operations since they are collectively not material to the accompanying condensed consolidated financial statements as of and for the third quarter and nine months ended September 30, 2003 and 2002, respectively.

Employer Services Group Subsidiary

        On September 2, 2003, we entered into a definitive agreement to sell our workers' compensation services subsidiary, Health Net Employer Services, Inc., along with its subsidiaries Health Net Plus Managed Care Services, Inc. and Health Net CompAmerica, Inc., collectively known as our employer services group subsidiary, to First Health Group Corp. (First Health). The agreement provides Health Net Employer Services customers with continued access to Health Net's workers' compensation provider network, and it provides us with access to First Health's preferred provider organization network. We also entered into a non-compete agreement with First Health. The sale of our employer services group subsidiary closed on October 31, 2003. In connection with this sale, we received $79.5 million in cash.

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        Our employer services group subsidiary had $16.0 million and $40.6 million of total combined revenues for the third quarter and nine months ended September 30, 2003, respectively, and had $9.5 million and $36.3 million of total combined revenues for the third quarter and nine months ended September 30, 2002, respectively. Our employer services group subsidiary had $2.9 million and $2.8 million of income before income taxes for the third quarter and nine months ended September 30, 2003, respectively, and $0.7 million and $0.2 million of income before income taxes for the third quarter and nine months ended September 30, 2002, respectively. As of September 30, 2003, our employer services group subsidiary had a combined total of $55.8 million in net equity, which we expect to recover through the sales proceeds. Revenues from our employer services group subsidiary are included in other income in our accompanying condensed consolidated statements of operations.

Dental and Vision Subsidiaries

        On April 7, 2003, we announced the sale of our dental subsidiary to SafeGuard Health Enterprises, Inc. (SafeGuard). On June 30, 2003, we entered into definitive agreements with SafeGuard, under which SafeGuard will acquire our vision subsidiary and its California commercial membership. We will retain the Health Net Dental and Vision brands. In connection with the sale, we entered into a strategic relationship with SafeGuard under which we will offer Health Net branded (private labeled) dental HMO and dental PPO benefit products to our current and prospective members. The products will be underwritten and administered by SafeGuard Health Enterprises companies. We also entered into a similar strategic relationship with EyeMed Vision Care, LLC (EyeMed) focused on the expansion of market share and the delivery of competitive vision benefit products that will be sold in conjunction with our medical plans. The sales of our dental and vision subsidiaries closed on October 31, 2003. In connection with these sales, we received approximately $14.8 million in cash.

        Our dental and vision subsidiaries had $14.3 million and $43.7 million of total combined revenues for the third quarter and nine months ended September 30, 2003, respectively, and had $13.7 million and $41.2 million of total combined revenues for the third quarter and nine months ended September 30, 2002, respectively. Our dental and vision subsidiaries had $1.5 million and $2.4 million of income before income taxes for the third quarter and nine months ended September 30, 2003, respectively, and $0.1 million and $(0.9) million of income (loss) before income taxes for the third quarter and nine months ended September 30, 2002, respectively. As of September 30, 2003, our dental and vision subsidiaries had a combined total of $11.1 million in net equity, which we expect to recover through the sales proceeds. Our dental and vision subsidiaries are reported as part of our Health Plan Services reportable segment.

Hospital Subsidiaries

        In 1999, we sold our two hospital subsidiaries to Health Plus, Inc. As part of the sale, we received cash and a note for $12 million due on August 31, 2003 including any unpaid interest. Prior to August 31, 2003, we had established an $8.2 million allowance on the note. On August 31, 2003, Health Plus defaulted on the note and we increased the allowance on the note by $3.4 million. The note is fully reserved as of September 30, 2003. We are in the process of trying to restructure the note and are making continued efforts to collect all outstanding principal and interest due on the note. We have

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recorded the additional $3.4 million allowance in G&A expenses in our accompanying condensed consolidated statements of operations for the third quarter and nine months ended September 30, 2003.

Pennsylvania Health Plan

        Effective September 30, 2003, we withdrew our commercial health plan from the commercial market in the Commonwealth of Pennsylvania. Coverage for our members enrolled in the Federal Employee Health Benefit Plan (FEHBP) will continue until December 31, 2003 and we intend to maintain our network of providers in Pennsylvania to service our New Jersey members. Our Pennsylvania health plan had $14.5 million and $32.0 million of total revenues for the third quarter ended September 30, 2003 and 2002, respectively, and had $54.1 million and $104.2 million of total revenues for the nine months ended September 30, 2003 and 2002, respectively. Our Pennsylvania health plan had $(1.6) million and $(5.6) million of (loss) before taxes for the third quarter ended September 30, 2003 and 2002, respectively, and had $(5.5) million and $(7.5) million of (loss) before taxes for the nine months ended September 30, 2003 and 2002, respectively. As of September 30, 2003, our Pennsylvania health plan had $14.5 million in net equity, which we believe is recoverable. As of September 30, 2003, we had approximately 17,000 members enrolled in our commercial health plan in Pennsylvania. Our Pennsylvania health plan is reported as part of our Health Plan Services reportable segment.

EOS Claims Services Subsidiary

        Effective July 1, 2002, we sold our claims processing subsidiary, EOS Claims Services, Inc. (EOS Claims), to Tristar Insurance Group, Inc. (Tristar). In connection with the sale, we received $500,000 in cash and also entered into a Payor Services Agreement. Under the Payor Services Agreement, Tristar has agreed to exclusively use EOS Managed Care Services, Inc. for various managed care services provided to its customers and clients. We estimated and recorded a $2.6 million pretax loss on the sale of EOS Claims during the second quarter ended June 30, 2002.

        EOS Claims, excluding the $2.6 million pretax loss on the sale, had total revenues of $7.2 million and income before income taxes of $0.1 million for the nine months ended September 30, 2002. As of the date of sale, EOS Claims had no net equity after dividends to its parent company and the goodwill impairment charge taken in the first quarter ended March 31, 2002.

Florida Health Plan

        Effective August 1, 2001, we sold our Florida health plan, known as Foundation Health, a Florida Health Plan, Inc. (the Plan), to Florida Health Plan Holdings II, L.L.C. In connection with the sale, we received approximately $49 million which consists of $23 million in cash and approximately $26 million in a secured six-year note bearing 8% interest per annum. We also sold the corporate facility building used by our Florida health plan to DGE Properties, LLC for $15 million, payable by a secured five-year note bearing 8% interest per annum.

        Under the Stock Purchase Agreement that evidenced the sale (as amended, the SPA), we, through our subsidiary FH Assurance Company (FHAC), entered into a reinsurance agreement (the Reinsurance Agreement) with the Plan. Under the terms of the Reinsurance Agreement, FHAC will

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reimburse the Plan for certain medical and hospital expenses arising after the Florida health plan sale. The Reinsurance Agreement covers claims arising from all commercial and governmental health care contracts or other agreements in force as of July 31, 2001 and any renewals thereof up to 18 months after July 31, 2001. The Reinsurance Agreement provides that the Plan will be reimbursed for medical and hospital expenses relative to covered claims in excess of certain baseline medical loss ratios.

        The maximum liability under the Reinsurance Agreement of $28 million was reported as part of loss on assets held for sale as of June 30, 2001, since this was our best estimate of our probable obligation under this arrangement. As the reinsured claims are submitted to FHAC, the liability is reduced by the amount of claims paid. As of September 30, 2003, we have paid out $24.8 million under this agreement.

        The SPA included an indemnification obligation for all pending and threatened litigation as of the closing date and certain specific provider contract interpretation or settlement disputes. As of September 30, 2003, we have paid $5.7 million in settlements on certain indemnified items. At this time, we believe that the estimated liability related to the remaining indemnified obligations on any pending or threatened litigation and the specific provider contract disputes will not have a material impact on the financial condition of the Company.

        The SPA provides for the following three true-up adjustments that could result in an adjustment to the loss on the sale of the Plan:

•

A retrospective post-closing settlement of statutory equity based on subsequent adjustments to the closing balance sheet for the Plan.



•

A settlement of unpaid provider claims as of the closing date based on claim payments occurring during a one-year period after the closing date.



•

A settlement of the reinsured claims in excess of certain baseline medical loss ratios. Final settlement is not scheduled to occur until the earlier part of 2004. The development of claims and claims related metrics and information provided by Florida Health Plan Holdings II, L.L.C. have not resulted in any revisions to the maximum $28 million liability we originally estimated.

        The true-up process has not been finalized, and we do not have sufficient information regarding the true-up adjustments to assess probability or estimate any adjustment to the recorded loss on the sale of the Plan as of September 30, 2003.

Nurse Advice Line and Other Related Services Agreement

        On August 6, 2003, we entered into an amendment to modify an existing ten-year agreement for a nurse advice line and other related services, which we entered into in December 1998 with an external third-party service provider. The effective date of the amendment is April 1, 2003. The amendment changes the pricing schedule of this services agreement to a cost-per-call basis from the per member per month (PMPM) basis of the original agreement. The amendment also provides for the modification of the exclusivity provision under the original agreement. Under the terms of the amendment, exclusivity for the provision of nurse advice line and audio health information services is not granted to the external third-party service provider.

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Pharmacy Benefit Services Agreement

        Effective April 1, 2003, we entered into an amendment to modify an existing ten-year pharmacy benefit services agreement that we had entered into in February 1999 with an external third-party service provider (the "Pharmacy Benefit Services Agreement"). The amendment provides for the termination of certain service and performance provisions of the Pharmacy Benefit Services Agreement and the modification of certain other service and performance provisions of the Pharmacy Benefit Services Agreement. In consideration for the agreements set forth in the amendment, we paid approximately $11.5 million in May 2003 (the Amendment Payment) to the external third-party service provider. As part of the original set of transactions with this external third-party service provider, in which we sold our non-affiliate health plan pharmacy benefit management operations, we were issued a warrant to acquire 800,000 shares of common stock (as adjusted for stock splits) of the external third-party service provider. The external third-party service provider also agreed under the amendment to honor the original terms and conditions of the warrant agreement entered into as part of the consideration for the sale of our non-affiliate pharmacy benefit management operations to them in February 1999. Of the 800,000 shares for which the warrant is exercisable, 640,000 were vested as of April 1, 2003. In April 2003, we exercised the vested portion of the warrants. Following a 30-day holding period, we sold the underlying common stock for a gain of approximately $11.5 million. We recorded the Amendment Payment as well as the gain realized on the sale of the underlying common stock in G&A expenses in May 2003. The remaining 160,000 shares are scheduled to vest on April 1, 2004. Under the amendment, we may terminate the Pharmacy Benefit Services Agreement on April 1, 2004, subject to certain termination provisions.

        In April 2003, we paid $2.9 million to this external third-party service provider for amounts previously accrued under another provision of the Pharmacy Benefit Services Agreement.

        We also entered into a one-year consulting services agreement for $5 million with this external third-party service provider to provide us with consulting services on specialty pharmacy strategic planning, benefit design strategy and e-prescribing services. This consulting services agreement ends on March 31, 2004.

        On September 2, 2003, we terminated the Pharmacy Benefit Services Agreement effective April 1, 2004. Concurrent with this termination, we entered into a new three-year agreement with this external third-party service provider for it to provide pharmacy claims processing services for all of our health plans beginning April 1, 2004. As a result of terminating the Pharmacy Benefit Services Agreement, on or about April 1, 2004, we shall pay a termination fee equal to the gain realized on the exercise and sale of the remaining 160,000 shares of common stock of the external third-party service provider scheduled to vest on April 1, 2004. We have estimated the termination fee at $5.8 million as of September 30, 2003, an amount equal to the fair value of the remaining 160,000 shares exercisable under the warrant agreement. We recorded the termination fee as well as the estimated fair value of the remaining shares exercisable under the warrant agreement in G&A expenses in September 2003. We may terminate the new pharmacy claims processing services agreement prior to April 1, 2007, subject to certain termination provisions which include a termination fee of $3.6 million.

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Assets Held for Sale

        During the third quarter ended September 30, 2002, we entered into an agreement, subject to certain contingency provisions, to sell a corporate facility building in Trumbull, Connecticut. Accordingly, pursuant to SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," we recorded a pretax estimated loss of $2.4 million on assets held for sale consisting entirely of non-cash write-downs of building and building improvements. The carrying value of these assets after the write-downs was $7.9 million as of September 30, 2002. During the third quarter ended September 30, 2003, negotiations on the sale agreement were terminated. We continue to actively market this corporate facility building. This corporate facility building is not being used in our operations.

5. ASSET IMPAIRMENT AND RESTRUCTURING CHARGES

Asset Impairments

        During the third quarter ended September 30, 2002, pursuant to SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities" (SFAS No. 115), we evaluated the carrying value of our investments available for sale in CareScience, Inc. The common stock of CareScience, Inc. was consistently trading below $1.00 per share since early September 2002 and was at risk of being delisted. As a result, we determined that the decline in the fair value of CareScience's common stock was other than temporary. The fair value of these investments was determined based on quotations available on a securities exchange registered with the SEC as of September 30, 2002. Accordingly, we recognized a pretax $3.6 million write-down in the carrying value of these investments which was classified as asset impairment and restructuring charges for the third quarter ended September 30, 2002. Subsequent to the write-down, our new cost basis in our investment in CareScience, Inc. was $2.6 million as of September 30, 2002. During the third quarter ended September 30, 2003, CareScience, Inc. agreed to be acquired by another company. As part of the tender offer, we sold our remaining investment in CareScience, Inc. and recognized a $3.0 million gain on the sale. This gain is included in net investment income in our accompanying condensed consolidated statements of operations for the third quarter and nine months ended September 30, 2003. Our holdings in CareScience, Inc. had been included in investments-available for sale on the accompanying condensed consolidated balance sheets.

        Pursuant to SFAS No. 115 and SFAS No. 118, "Accounting by Creditors for Impairment of a Loan—Income Recognition and Disclosures," we evaluated the carrying value of our investments in convertible preferred stock and subordinated notes of AmCareco, Inc. arising from a previous divestiture of health plans in Louisiana, Oklahoma and Texas in 1999. Since August 2002, authorities in these states have taken various actions, including license denials and liquidation-related processes, that have caused us to determine that the carrying value of these assets is no longer recoverable. Accordingly, we wrote off the total carrying value of our investment of $7.1 million which was included as a charge in asset impairment and restructuring charges for the third quarter ended September 30, 2002. Our investment in AmCareco had been included in other noncurrent assets on the accompanying condensed consolidated balance sheets.

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Restructuring Charges

        As part of our ongoing G&A expense reduction efforts, during the third quarter of 2001, we finalized a formal plan (the 2001 Plan) to reduce operating and administrative expenses for all business units within the Company. In connection with the 2001 Plan, we decided on enterprise-wide staff reductions and consolidations of certain administrative, financial and technology functions. We recorded pretax restructuring charges of $79.7 million during the third quarter ended September 30, 2001 (the 2001 Charge). As of September 30, 2002, we had completed the 2001 Plan and recorded a modification of $1.5 million to reflect an increase in the severance and related benefits in connection with the 2001 Plan from the initial amount included in the 2001 Charge.

6. STOCK REPURCHASE PROGRAM

        In April 2002, our Board of Directors authorized us to repurchase up to $250 million (net of exercise proceeds and tax benefits from the exercise of employee stock options) of our Class A Common Stock under our stock repurchase program. In August 2003, our Board of Directors authorized us to repurchase up to an additional $200 million (net of exercise proceeds and tax benefits from the exercise of employee stock options) of our Class A Common Stock under our stock repurchase program. Share repurchases are made under our stock repurchase program from time to time through open market purchases or through privately negotiated transactions. As of September 30, 2003, we had repurchased 15,796,455 shares of our Class A Common Stock under our stock repurchase programs for aggregate consideration of approximately $421 million (approximately 3.2 million and 9.1 million shares of common stock were repurchased during the third quarter and nine months ended September 30, 2003, respectively) before taking into account exercise proceeds and tax benefits from the exercise of employee stock options. During 2002, we received approximately $48 million in cash and $18 million in tax benefits as a result of option exercises.

        During the nine months ended September 30, 2003, we received approximately $29 million in cash and recognized $9 million in tax benefits as a result of option exercises. For the three months ended December 31, 2003, we expect to receive approximately $28 million in cash and $15 million in tax benefits from estimated option exercises during the remainder of the year. As a result of the $66 million (in 2002), $38 million (in the first nine months ended September 30, 2003) and $43 million (estimated for the three months ended December 31, 2003) in realized and estimated benefits, our total authority under our stock repurchase program is estimated at $597 million based on the authorization we received from our Board of Directors to repurchase up to $450 million (net of exercise proceeds and tax benefits from the exercise of employee stock options).

7. LEGAL PROCEEDINGS

SUPERIOR NATIONAL INSURANCE GROUP, INC.

        We and our former wholly-owned subsidiary, Foundation Health Corporation (FHC), which merged into Health Net, Inc. in January 2001, were named in an adversary proceeding, Superior National Insurance Group, Inc. v. Foundation Health Corporation, Foundation Health Systems, Inc. and Milliman & Robertson, Inc. (M&R), filed on April 28, 2000, in the United States Bankruptcy Court for the Central District of California, case number SV00-14099GM. The lawsuit relates to the

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1998 sale of Business Insurance Group, Inc. (BIG), a holding company of workers' compensation insurance companies operating primarily in California, by FHC to Superior National Insurance Group, Inc. (Superior).

        On March 3, 2000, the California Department of Insurance seized BIG and Superior's other California insurance subsidiaries. On April 26, 2000, Superior filed for bankruptcy. Two days later, Superior filed its lawsuit against us, FHC and M&R. Superior alleged in the lawsuit that:

•

the BIG transaction was a fraudulent transfer under federal and California bankruptcy laws in that Superior did not receive reasonably equivalent value for the $285 million in consideration paid for BIG;



•

we, FHC and M&R defrauded Superior by making misstatements as to the adequacy of BIG's reserves;



•

Superior was entitled to rescind its purchase of BIG;



•

Superior was entitled to indemnification for losses it allegedly incurred in connection with the BIG transaction;



•

FHC breached the stock purchase agreement relating to the sale of BIG; and



•

we and FHC were guilty of California securities laws violations in connection with the sale of BIG.

        Superior sought $300 million in compensatory damages, unspecified punitive damages and the costs of the action, including attorneys' fees and, during discovery, offered testimony as to various damages claims ranging as high as $408 million plus unspecified amounts of punitive damages.

        On October 22, 2003, we entered into an agreement with SNTL Litigation Trust, successor-in-interest to Superior, to settle all outstanding claims under the Superior National Insurance Group, Inc. v. Foundation Health Corporation, et. al. litigation. As part of the settlement agreement, we agreed to pay the SNTL Litigation Trust $137 million.

        Following the announcement of the settlement, we were informed that Capital Z Financial Services Fund II, L.P. and certain related parties (referred to collectively as Cap Z) had filed suit against us in the Supreme Court of the State of New York, County of New York (case index number 03 603375), asserting claims arising out of the same BIG transaction that is covered by the settlement agreement with the SNTL Litigation Trust, notwithstanding that Cap Z previously had participated as a creditor in the Superior bankruptcy and is a beneficiary of the SNTL Litigation Trust. The Cap Z complaint alleges at least $250 million in damages and seeks unspecified punitive damages and the costs of the action, including attorneys' fees. Cap Z has not yet served its complaint on us, however, Cap Z's attorneys have advised us that we may be served imminently. We and the SNTL Litigation Trust are revising the settlement agreement. The revised agreement will, among other things, require the Trust to obtain bankruptcy court approval of the revised settlement agreement and provide for a reduction in the amount payable to the SNTL Litigation Trust.

        In the event Cap Z decides to pursue its lawsuit against us, we intend to defend ourselves vigorously. Should Cap Z pursue its lawsuit, the final outcome cannot be determined at this time.

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Based on the information we have to date, we believe that the final outcome would not have a material adverse effect upon our results of operations or financial condition; however, our belief regarding the likely outcome could change in the future and an unfavorable outcome could have a material adverse effect upon our results of operations or financial condition.

FPA MEDICAL MANAGEMENT, INC.

        Since May 1998, several complaints have been filed in federal and state courts seeking an unspecified amount of damages on behalf of an alleged class of persons who purchased shares of common stock, convertible subordinated debentures and options to purchase common stock of FPA Medical Management, Inc. (FPA) at various times between February 3, 1997 and May 15, 1998. The complaints name as defendants FPA, certain of FPA's auditors, us and certain of our former officers, and were filed in the following courts: United States District Court for the Southern District of California; United States Bankruptcy Court for the District of Delaware; and California Superior Court in the County of San Diego. The complaints allege that we and such former officers violated federal and state securities laws by misrepresenting and failing to disclose certain information about a 1996 transaction between us and FPA, about FPA's business and about our 1997 sale of FPA common stock held by us. All claims against our former officers were voluntarily dismissed from the consolidated class actions in both federal and state court. In early 2000, we filed a motion to dismiss all claims asserted against us in the consolidated federal class actions but have not formally responded to the other complaints. That motion has been withdrawn without prejudice and the cases have been settled without calling for any payment from us or our insurer. The United States District Court for the Southern District of California granted final approval to the settlement on October 14, 2003. Except as described below, all outstanding claims by FPA against the company have been resolved.

        In July 1998, FPA and its corporate affiliates filed petitions in the United States Bankruptcy Court for the District of Delaware (Bankruptcy Court) seeking protection from their creditors under Title 11 of the U.S. Code. In 2000, we were served with an adversary complaint filed in the Bankruptcy Court by Joseph Pardo, Trustee of The FPA Creditor Trust established under FPA's Chapter 11 Plan of Reorganization (Trustee) in connection with certain transactions between us and FPA entered into between 1996 and 1998. The adversary complaint was amended by the Trustee earlier this year and now alleges, among other things, (1) that certain of the transactions between us and FPA were actual or constructive fraudulent conveyances and therefore avoidable under the Bankruptcy Code; (2) that our affiliates received certain alleged preferential transfers in the period immediately prior to FPA's bankruptcy filing that are now recoverable; (3) that our affiliates are obligated for certain contractual payments allegedly due to FPA affiliates during the period immediately prior to and following FPA's bankruptcy filing; and (4) common law fraud. We intend to vigorously defend ourselves against the Trustee's allegations, and believe that we have valid defenses to the claims asserted in the adversary complaint.

        While the final outcome of these proceedings can not be determined at this time, based on information presently available, we believe that the final outcome of such proceedings will not have a material adverse effect upon our results of operations or financial condition. However, our belief regarding the likely outcome of such proceedings could change in the future and an unfavorable outcome could have a material adverse effect upon our results of operations or financial condition.

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IN RE MANAGED CARE LITIGATION

        The Judicial Panel on Multidistrict Litigation (JPML) has transferred various class action lawsuits against managed care companies, including us, to the United States District Court for the Southern District of Florida for coordinated or consolidated pretrial proceedings in In re Managed Care Litigation, MDL 1334. This proceeding is divided into two tracks, the subscriber track, which includes actions brought on behalf of health plan members, and the provider track, which includes suits brought on behalf of health care providers. As described below, each of the subscriber track actions against Health Net-affiliated entities has been dismissed with prejudice, either pursuant to a settlement agreement or on the merits, and the subscriber track has been closed.

Subscriber Track

        The subscriber track included four actions involving us, three of which sought certification of nationwide class actions for unspecified damages and injunctive relief.

        On September 26, 2002, the Court denied the motion for class certification in the lead action against us in the subscriber track. In the interest of avoiding the further expense and burden of continued litigation, we resolved all three actions which had sought nationwide class certification for immaterial amounts ($5,000 in the aggregate), and the actions have been dismissed with prejudice, with no admission of liability. As a result of these settlements, the Romero and Pay actions were dismissed with prejudice on March 28, 2003 and the Albert action was dismissed with prejudice on July 22, 2003, all with no admission of liability.

        On September 19, 2003, the Court dismissed the fourth and final subscriber track action involving us, The State of Connecticut v. Physicians Health Services of Connecticut, Inc. (filed in the District of Connecticut on September 7, 2000), on grounds that the State of Connecticut lacks standing to bring the ERISA claims asserted in the complaint. That same day, the Court ordered that the subscriber track is closed "in light of the dismissal of all cases in the Subscriber Track."

Provider Track

        The provider track includes the following actions involving us: Shane v. Humana, Inc., et al. (including Foundation Health Systems, Inc.) (filed in the Southern District of Florida on August 17, 2000 as an amendment to a suit filed in the Southern District of Mississippi), California Medical Association v. Blue Cross of California, Inc., PacifiCare Health Systems, Inc., PacifiCare Operations, Inc. and Foundation Health Systems, Inc. (filed in the Northern District of California in May 2000), Klay v. Prudential Ins. Co. of America, et al. (including Foundation Health Systems, Inc.) (filed in the Southern District of Florida on February 22, 2001 as an amendment to a case filed in the Northern District of California), Connecticut State Medical Society v. Physicians Health Services of Connecticut, Inc. (filed in Connecticut state court on February 14, 2001), Lynch v. Physicians Health Services of Connecticut, Inc. (filed in Connecticut state court on February 14, 2001), Sutter v. Health Net of the Northeast, Inc. (D. N.J.) (filed in New Jersey state court on April 26, 2002), Medical Society of New Jersey v. Health Net, Inc., et al., (D. N.J.) (filed in New Jersey state court on May 8, 2002), and Knecht v. Cigna, et al. (including Health Net, Inc.) (filed in the District of Oregon in May 2003).

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        On March 2, 2001, the District Court for the Southern District of Florida issued an order in the lead provider action (Shane) granting the dismissal of certain claims with prejudice and the dismissal of certain other claims without prejudice, and denying the dismissal of certain claims.

        On March 26, 2001, a consolidated amended complaint was filed in the lead provider action, which adds new plaintiffs, including Leonard Klay and the California Medical Association (who, as set forth below, had previously filed claims against the Company), and has, in addition to revising the pleadings of the original claims under the federal Racketeer Influenced and Corrupt Organizations Act (RICO), ERISA and various state laws, added a claim under the California Business and Professions Code. On May 1, 2001, we filed a motion to compel arbitration in Shane of the claims of all individual plaintiffs that allege to have treated persons insured by us. On that same date, we filed a motion to dismiss this action.

        On September 26, 2002, the Court granted plaintiffs' motion for class certification and granted plaintiffs' request for leave to amend their complaint. The new complaint adds another managed care company as a defendant, adds the Florida Medical Society and the Louisiana Medical Society as plaintiffs, withdraws Dennis Breen as a named plaintiff, and adds claims under the New Jersey Consumer Fraud Act and the Connecticut Unfair Trade Practices Act against defendants other than Health Net. The court has also entered a scheduling order with a trial date set for June 2004. The action has also been referred for mediation. Discovery is ongoing in the case.

        On November 20, 2002, the Eleventh Circuit granted the defendants' petition for review of the district court's certification decision. Oral argument on defendants' appeal of the class certification decision took place before the Eleventh Circuit on September 11, 2003.

        On August 21, 2003, the District Court ordered that "[a]ll Provider Track tag-along cases are hereby stayed until ten calendar days after the Court issues its omnibus opinions on the Main Track motions to compel arbitration and motions to dismiss. At such time, the Court will set briefing schedules for all tag-along motions to compel arbitration and motions to dismiss." The Court heard oral argument on defendant's motions to compel arbitration in the lead provider track action on August 14, 2003 and heard oral argument on defendant's motions to dismiss in the lead provider track case on August 19, 2003. On September 15, 2003, the District Court entered an order in the lead action granting in part and denying in part the motions to compel arbitration. In this order, the Court ruled that certain claims must be arbitrated and that others may proceed in court. The defendants, including Health Net, are appealing portions of the Court's order denying their motions to compel arbitration.

        The CMA action alleges violations of RICO, certain federal regulations and the California Business and Professions Code and seeks declaratory and injunctive relief, as well as costs and attorneys' fees. As set forth above, on March 26, 2001, the California Medical Association was named as an additional plaintiff in the consolidated amended complaint filed in the Shane action.

        The Klay suit is a purported class action allegedly brought on behalf of individual physicians in California who provided health care services to members of the defendants' health plans. The complaint alleges violations of RICO, ERISA, certain federal regulations, the California Business and Professions Code and certain state common law doctrines, and seeks declaratory and injunctive relief

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and damages. As set forth above, on March 26, 2001, Leonard Klay was named as an additional plaintiff in the consolidated amended complaint filed in the Shane action.

        The CSMS case was originally brought in Connecticut state court against Physicians Health Services of Connecticut, Inc. (PHS-CT) alleging violations of the Connecticut Unfair Trade Practices Act. The complaint alleges that PHS-CT engaged in conduct that was designed to delay, deny, impede and reduce lawful reimbursement to physicians who rendered medically necessary health care services to PHS-CT health plan members. The complaint, which is similar to others filed against us and other managed care companies, seeks declaratory and injunctive relief. On March 13, 2001, the Company removed this action to federal court. Before this case was transferred to MDL 1334, the plaintiffs moved to remand the action to state court and the federal District Court of Connecticut consolidated this action and Lynch v. Physicians Health Services of Connecticut, Inc., along with similar actions against Aetna, CIGNA and Anthem, into one case entitled CSMS v. Aetna Health Plans of Southern New England, et al. PHS-CT has not yet responded to the complaint. In August 2003, the MDL 1334 Court denied without prejudice CSMS's motion to remand.

        The Lynch case was also originally filed in Connecticut state court. This case was brought by J. Kevin Lynch, M.D. and Karen Laugel, M.D. purportedly on behalf of physician members of the Connecticut State Medical Society who provide health care services to PHS-CT health plan members pursuant to provider service contracts. The complaint alleges that PHS-CT engaged in improper, unfair and deceptive practices by denying, impeding and/or delaying lawful reimbursement to physicians. The complaint seeks declaratory and injunctive relief and damages. On March 13, 2001, we removed this action to federal court. Before this case was transferred to MDL 1334, the plaintiffs moved to remand the action to state court and the case was consolidated as described above. PHS-CT has not yet responded to the complaint. On July 24, 2003, PHS-CT moved to compel to arbitration the claims of plaintiffs Lynch and Laugel. In August 2003, the MDL 1334 Court denied without prejudice plaintiffs' motion to remand.

        On April 26, 2002, plaintiff John Ivan Sutter, M.D., P.A. filed an amended complaint in New Jersey state court joining Health Net of the Northeast, Inc. (Health Net of the Northeast), a subsidiary of ours, in an action originally brought against Horizon Blue Cross Blue Shield of New Jersey, Inc., CIGNA Healthcare of New Jersey, Inc. and CIGNA Corp (collectively known as CIGNA), United Healthcare of New Jersey, Inc. and United Healthcare Insurance Company and Oxford Health Plans, Inc. The complaint seeks certification of a statewide class of health care providers who render or have rendered services to patients who are members of health care plans sponsored by the defendants.

        Plaintiff alleges that the defendants engage in unfair and deceptive acts and practices which are designed to delay, deny, impede and reduce compensation to physicians. The complaint seeks unspecified damages and sets forth various causes of action under New Jersey law. On May 22, 2002, the New Jersey state court severed the action into five separate cases. On May 24, 2002, Health Net of the Northeast removed the case against it to federal court. Plaintiff moved to remand, which motion was denied without prejudice. On July 18, 2002, the JPML transferred this action to MDL 1334 for coordinated or consolidated pretrial proceedings. On September 23, 2002, plaintiff filed in the MDL proceeding a motion to remand to state court. On July 24, 2003, the Health Net defendants moved to compel to arbitration the claims of plaintiff Sutter. In August 2003, the MDL 1334 Court denied plaintiff Sutter's motion to remand.

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        On May 8, 2002, the Medical Society of New Jersey filed a complaint in New Jersey state court against us and our subsidiaries, Health Net of the Northeast, Inc., First Option Health Plan of New Jersey, Inc., and Health Net of New Jersey, Inc. (the Health Net defendants). Plaintiff brought this action on its own behalf and purportedly on behalf of its physician members and alleges that the Health Net defendants engage in practices which are designed to delay, deny, impede and reduce compensation to physicians. Plaintiff has requested declaratory and injunctive relief and has set forth causes of action for violation of public policy, violations of the New Jersey Consumer Fraud Act, violations of the Healthcare Information Networks and Technologies Act (the HINT Act) and tortious interference with prospective economic relations. On June 14, 2002, the Health Net defendants removed this case to federal court. On July 3, 2002, the Health Net defendants filed a motion to stay this action pending ruling by the JPML on whether to transfer this case to MDL 1334. On July 15, 2002, plaintiff filed a motion in the New Jersey District Court to remand this case to state court. On August 2, 2002, the JPML transferred this case to MDL 1334 for coordinated or consolidated pretrial proceedings. In August 2003, the MDL 1334 Court denied without prejudice CSMS's motion to remand.

        The Knecht case was originally brought in the United States District Court for the District of Oregon in May 2003 by five individual chiropractors, a chiropractic clinic, and a professional association of about 130 chiropractors in Arizona against us and several other managed care organizations. The plaintiffs have brought this action on their own behalf and putatively on behalf of a nationwide class of non-medical and non-osteopathic chiropractors. The Knecht plaintiffs allege that each defendant has engaged in a "common scheme" to deny, delay, and diminish the payments due to chiropractors. Plaintiffs contend that the defendants' alleged practices constitute RICO and state prompt pay violations and give rise to common law claims, including breach of contract and constructive contract/unjust enrichment. Plaintiffs seek unspecified treble damages, declaratory and injunctive relief, and attorneys' fees.

        On October 17, 2003, a suit was filed in the United States District for the Southern District of Florida against us and several other managed care organizations by two individual podiatrists, three podiatric associations and a chiropractic association. The plaintiffs have brought this action on their own behalf and putatively on behalf of a nationwide class of similarly situated health care providers. The plaintiffs allege that each defendant has been engaged in a "common scheme" to deny, delay, and diminish payments due to health care providers. Plaintiffs contend that the defendants' alleged practices constitute RICO, ERISA, and state prompt pay violations, and give rise to common law claims, including breach of contract and constructive contract/unjust enrichment. Plaintiffs seek unspecified treble damages, declaratory and injunctive relief and attorneys' fees. While, as noted above, this case was recently filed in the Southern District of Florida, it has not yet been transferred to Judge Federico Moreno, the judge presiding over MDL 1334.

        We intend to defend ourselves vigorously in this litigation. While the final outcome of these proceedings cannot be determined at this time, based on information presently available, we believe that the final outcome of such proceedings will not have a material adverse effect upon our results of operations or financial condition. However, our belief regarding the likely outcome of such proceedings could change in the future and an unfavorable outcome could have a material adverse effect upon our results of operations or financial condition.

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MISCELLANEOUS PROCEEDINGS

        We and certain of our subsidiaries are also parties to various other legal proceedings, many of which involve claims for coverage encountered in the ordinary course of our business. While the final outcome of these proceedings cannot be determined at this time, based on information presently available, we believe that the final outcome of such proceedings will not have a material adverse effect upon our results of operations or financial condition. However, our belief regarding the likely outcome of such proceedings could change in the future and an unfavorable outcome could have a material adverse effect upon our results of operations or financial condition.

8. SUBSEQUENT EVENT

Workers' Compensation Settlement Agreement

        On October 22, 2003, we entered into an agreement with SNTL Litigation Trust, successor-in-interest to Superior, to settle all outstanding claims under the Superior National Insurance Group, Inc v. Foundation Health Corporation, et. al. litigation. As described in Note 7, this litigation arose as a result of our disposition of our workers' compensation segment. As part of the settlement agreement, we agreed to pay the SNTL Litigation Trust $137 million. As further described in Note 7, the settlement agreement is being revised in order to address the lawsuit by Cap Z.

        In December 1997, we revised our strategy of maintaining a presence in the workers' compensation insurance business, adopted a formal plan to discontinue and sell our workers' compensation segment and accounted for this disposition as discontinued operations. On December 10, 1998, we completed the sale of our workers' compensation segment. We have accounted for the settlement with SNTL Litigation Trust as discontinued operations on our accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2003. We have reported the settlement agreement as an $89 million loss on disposition of discontinued operations, net of a tax benefit of approximately $48 million. We have accrued $137.0 million in accounts payable and other liabilities on our accompanying condensed consolidated balance sheet as of September 30, 2003 for the settlement with the SNTL Litigation Trust. We expect to pay amounts due under the settlement agreement in the fourth quarter of 2003. Any insurance recoveries of losses or costs incurred as a result of the settlement agreement shall be classified as discontinued operations consistent with the related losses during the period in which the realization of the recovery becomes probable and estimable.

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

Overview

        Health Net, Inc. (together with its subsidiaries, the Company, we, us or our) is an integrated managed care organization that administers the delivery of managed health care services. We are one of the nation's largest publicly traded managed health care companies. Our health plans and government contracts subsidiaries provide health benefits through our health maintenance organizations (HMOs), preferred provider organizations (PPOs) and point of service (POS) plans to approximately 5.3 million individuals in 15 states through group, individual, Medicare, Medicaid and TRICARE (formerly known as the Civilian Health and Medical Program of the Uniformed Services (CHAMPUS)) programs. Our subsidiaries also offer managed health care products related to behavioral health, dental, vision and prescription drugs. We also offer managed health care product coordination for workers' compensation insurance programs through our employer services group subsidiary. We also own health and life insurance companies licensed to sell PPO, POS and indemnity products, as well as auxiliary non-health products such as life and accidental death and disability insurance, in 35 states and the District of Columbia.

        We currently operate within two reportable segments: Health Plan Services and Government Contracts. Our current Health Plan Services reportable segment includes the operations of our health plans in the states of Arizona, California, Connecticut, New Jersey, New York, Oregon and Pennsylvania, the operations of our health and life insurance companies and our behavioral health, dental, vision and pharmaceutical services subsidiaries. We have approximately 3.9 million at-risk and administrative services only (ASO) members in our Health Plan Services reportable segment. Effective September 30, 2003, we withdrew our commercial health plan from the commercial market in the Commonwealth of Pennsylvania.

        Our Government Contracts reportable segment includes government-sponsored managed care plans through the TRICARE programs and other government contracts. The Government Contracts reportable segment administers large, multi-year managed health care government contracts. Certain components of these contracts are subcontracted to unrelated third parties. The Company administers health care programs covering approximately 1.5 million eligible individuals under TRICARE. The Company has three TRICARE contracts that collectively cover Alaska, Arkansas, California, Hawaii, Oklahoma, Oregon, Washington and parts of Arizona, Idaho, Louisiana and Texas. On August 1, 2002, the Department of Defense (DoD) issued a Request for Proposal (RFP) for the rebid of the TRICARE contracts, which we submitted in January 2003. On August 21, 2003, the DoD awarded our government contracts subsidiary, Health Net Federal Services (HNFS), the TRICARE contract for the North region. At the same time, the DoD awarded the West and South regions to two other bidders. Since this time, two bidders for the North region have filed protests of the North region award. In reaction, HNFS filed formal protests of the award for the West and South regions on September 15, 2003. We intend to vigorously defend our award of the North region; however, we also intend to protect our interests in the West and the South until our contract in the North region is no longer subject to challenge. See "Recent and Other Developments" for further information about the new contract awarded.

        Revenues from our employer services group operating segment are included in other income in our condensed consolidated statements of operations. See Note 4 to the condensed consolidated financial statements for a discussion on the sale of our employer services group subsidiary.

        Please refer to Note 3 to the condensed consolidated financial statements for a discussion of the changes to our reportable segments. We believe that our revised reportable segments presentation properly represents our chief operating decision maker's view of our financial data.

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Cautionary Statements

        This discussion and analysis and other portions of this Form 10-Q contain "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, that involve risks and uncertainties. All statements other than statements of historical information provided or incorporated by reference herein may be deemed to be forward-looking statements. Without limiting the foregoing, the words "believes," "anticipates," "plans," "expects" and similar expressions are intended to identify forward-looking statements. Factors that could cause actual results to differ materially from those reflected in the forward-looking statements include, but are not limited to, the risks discussed in the "Cautionary Statements" section in our Annual Report on Form 10-K for the fiscal year ended December 31, 2002 and the risks discussed in our other filings from time to time with the SEC.

        We wish to caution readers that those factors, among others, could cause our actual financial or enrollment results to differ materially from those expressed in any projections, estimates or forward-looking statements relating to the Company. In addition, those factors should be considered in conjunction with any discussion of operations or results by us or our representatives, including any forward-looking discussion, as well as comments contained in press releases, presentations to securities analysts or investors or other communications by us. You should not place undue reliance on any forward-looking statements, which reflect management's analysis, judgment, belief or expectation only as of the date thereof. Except as may be required by law, we undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that arise after the date of this report.

Results of Operations

Consolidated Operating Results

        Our income from continuing operations for the third quarter ended September 30, 2003 was $86.6 million or $0.75 per basic share and $0.74 per diluted share, compared to income from continuing operations for the same period in 2002 of $69.0 million or $0.55 per basic and diluted share. Our income from continuing operations for the nine months ended September 30, 2003 was $229.4 million or $1.96 per basic share and $1.93 per diluted share, compared to income from continuing operations before cumulative effect of a change in accounting principle for the same period in 2002 of $192.5 million or $1.54 per basic share and $1.52 per diluted share. Our net loss for the third quarter ended September 30, 2003 was $(2.4) million, or $(0.02) per basic and diluted share, compared to net income for the same period in 2002 of $69.0 million, or $0.55 per basic and diluted share. Our net income for the nine months ended September 30, 2003 was $140.3 million, or $1.20 per basic share and $1.18 per diluted share, compared to net income for the same period in 2002 of $183.6 million, or $1.47 per basic share and $1.45 per diluted share. Included in our results for the three and nine months ended September 30, 2003 is an $89.1 million loss on settlement from disposition of discontinued operations, net of tax of $47.9 million, or $(0.77) per basic share and $(0.76) per diluted share for the three months ended September 30, 2003, as a result of our settlement agreement with SNTL Litigation Trust, successor-in-interest to Superior National Insurance Group, Inc. (Superior), to settle all outstanding claims under the Superior National Insurance Group, Inc v. Foundation Health Corporation, et. al. litigation. See Notes 7 and 8 to the condensed consolidated financial statements for further information regarding the settlement agreement with the SNTL Litigation Trust. Included in our results for the nine months ended September 30, 2002 is a cumulative effect of a change in accounting principle of $8.9 million, or $0.07 per basic and diluted share, as a result of adopting Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets" (SFAS No. 142).

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        The table below and the discussion that follows summarize our financial performance for the third quarter and nine months ended September 30, 2003 and 2002.

(a)

Certain 2002 amounts have been reclassified to conform to our current presentation. The reclassifications have no effect on total revenues, total expenses, net earnings or stockholders' equity as previously reported.

(b)

The administrative ratio is computed as the sum of general and administrative (G&A) and depreciation expenses divided by the sum of health plan services premium revenues and other income.

(c)

The selling costs ratio is computed as selling expenses divided by health plan services premium revenues.

(d)

PMPM is calculated based on total medical at-risk member months and excludes ASO member months.

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Enrollment Information

        The table below summarizes our at-risk insured and ASO enrollment information as of September 30:

        Government contracts covered approximately 1.5 million eligible individuals under the TRICARE program as of September 30, 2003 and 2002. Dependents of active-duty military personnel and retirees and their dependents are automatically eligible to receive benefits under the TRICARE program.

        Commercial membership for our health plans, excluding our discontinued plan in Pennsylvania, decreased by 26,000 members or 0.9% as of September 30, 2003 compared to September 30, 2002. The decrease in the commercial membership is primarily due to exits from unprofitable large employer group accounts offset by increases in enrollment in key products and markets that we have been targeting in an effort to achieve a greater product and segment diversity. These changes have resulted in the following:

•

Decrease in Connecticut of 48,000 members as a result of membership decreases in our large, small and individual group HMO and POS markets due to our pricing discipline and in our small and individual group market due to aggressive pricing by one of our competitors,



•

Net decrease in California of 29,000 members as a result of a 125,000 member decrease in our large group HMO market. The large group membership decline is primarily the result of the loss of the California Public Employees' Retirement System (CalPERS) account effective January 1, 2003. The CalPERS account had more than 175,000 members. This loss is partially offset by an increase of 95,000 members in small and individual groups within our HMO, PPO and POS markets, offset by



•

Increase in New York of 26,000 members primarily in our large group POS and HMO markets due to pricing resulting from our competitive cost structure, and



•

Increase in Oregon of 24,000 members primarily due to the addition of two new accounts in our large group market during the second quarter ended June 30, 2003 and increases in our small and individual group PPO markets.

        Effective September 30, 2003, we withdrew our commercial health plan from the commercial market in the Commonwealth of Pennsylvania. Coverage for our members enrolled in the Federal Employee Health Benefit Plan (FEHBP) will continue until December 31, 2003 and we intend to maintain our network of providers in Pennsylvania to service our New Jersey members. As of September 30, 2003, we had approximately 17,000 members enrolled in our commercial health plan in Pennsylvania.

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        Membership in the federal Medicare program decreased by 11,000 members or 6.0% as of September 30, 2003 compared to the same period in 2002. The decrease in the federal Medicare program membership is primarily due to the following:

•

Decrease in Arizona of 2,000 members due to changes in benefit levels,



•

Decrease in California of 2,000 members due to planned exits of selected counties, and



•

Decrease in Pennsylvania of 3,000 members as our withdrawal from the Pennsylvania Medicare program was completed in December 2002.

        Membership in the Medicaid programs decreased by approximately 6,000 members or 0.7% as of September 30, 2003, compared to the same period in 2002, primarily due to a decrease in California of 4,000 members due to the State of California's Medicaid membership eligibility determination efforts which began during the third quarter ended September 30, 2003.

Health Plan Services Premiums

        Health Plan Services premiums increased $128.2 million or 5.9% for the third quarter ended September 30, 2003 and $426.2 million or 6.7% for the nine months ended September 30, 2003 compared to the same periods in 2002. Total health plan services premiums on a PMPM basis increased to $203.35 or 7.4% for the third quarter ended September 30, 2003 and to $201.23 or 8.3% for the nine months ended September 30, 2003 from $189.28 and $185.87, respectively, compared to the same periods in 2002. These changes are primarily due to the following:

•

Increase in commercial premiums of $137.3 million or 9.1% for the third quarter ended September 30, 2003 as compared to the same period in 2002 due to an 11.0% increase in premiums on a PMPM basis, partially offset by a decrease of 1.8% in member months. Commercial premiums increased by $428.6 million or 9.7% for the nine months ended September 30, 2003 compared to the same period in 2002 due to an increase of 12.8% in premiums on a PMPM basis, partially offset by a decrease of 2.8% in member months. The premium increases on a PMPM basis were in large and small groups and were observed across all states, with California and New Jersey having the largest increases ranging from 10% to 15%. The decreases in member months are primarily due to the loss of the CalPERS account in California and the loss of members in Connecticut and Pennsylvania,



•

Decrease in Medicaid premiums of $3.9 million or 1.3% for the third quarter ended September 30, 2003 compared to the same period in 2002 driven by a decrease in premiums on a PMPM basis, while member months slightly declined. The premium decrease in California was partially offset by increases in Connecticut and New Jersey. Medicaid premiums increased by $47.3 million or 5.7% for the nine months ended September 30, 2003 compared to the same period in 2002 driven by an increase of 4.6% in member months combined with an increase of 1% in premiums on a PMPM basis. The premium increases were seen across most states primarily due to rate increases, and



•

Decrease in Medicare risk premiums of $6.6 million or 1.9% for the third quarter ended September 30, 2003 compared to the same period in 2002 primarily due to a decrease of 6.3% in member months, partially offset by an increase of 4.7% in premiums on a PMPM basis. Medicare risk premiums decreased by $45.9 million or 4.2% for the nine months ended September 30, 2003 compared to the same period in 2002 primarily due to a 9.1% decrease in member months, partially offset by an increase of 5.4% in premiums on a PMPM basis. The decreases in member months are the result of our exit from certain counties in California, Arizona and Connecticut and our withdrawal from the Pennsylvania Medicare program. The increase in Medicare risk premiums was seen across all states.

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Government Contracts Revenues

        Government Contracts revenues increased by $104.8 million or 27.8% for the third quarter ended September 30, 2003 and $306.0 million or 27.9% for the nine months ended September 30, 2003 as compared to the same periods in 2002 primarily due to the following:

•

Increase in risk sharing revenue of $51.1 million and $142.4 million for the third quarter and nine months ended September 30, 2003, respectively, as compared to the same periods in 2002 from increased health care cost estimates resulting from the call-up of reservists in support of the nation's heightened military activity and an increased number of enrollees seeking care in the private sector as many military health care professionals were deployed abroad,



•

Increase in revenues of $53.7 million and $95.8 million for the third quarter and nine months ended September 30, 2003, respectively, as compared to the same periods in 2002 due to higher base contract pricing on new option periods,



•

Decrease in revenues of $(5.6) million for the third quarter ended September 30, 2003 compared to the same period in 2002 and increase in revenues of $43.5 million for the nine months ended September 30, 2003 compared to the same period in 2002 from change order cost activities,



•

Increase in revenues of $0 and $12.3 million for the third quarter and nine months ended September 30, 2003, respectively, as compared to the same periods in 2002 due to favorable bid price adjustments, and



•

Increase in revenues of $2.5 million for the third quarter and nine months ended September 30, 2003, as compared to the same periods in 2002 from transition services related to the new TRICARE contract for the North region.

        On August 21, 2003, the DoD announced the award to us of a new TRICARE contract for the North Region, one of three regional contracts. The North Region contract supports nearly 2.8 million participants, including 1.7 million TRICARE eligible and 1.1 million non-CHAMPUS eligible beneficiaries. Although all three awards are being protested by losing bidders (including the Company, which filed protests for the award of the West and South regions), we are proceeding, at government direction, with the transition to the new contract.

        We will end the delivery of health care under our existing Region 11 contract on May 31, 2004, our existing Region 9, 10 and 12 contract on June 30, 2004, and our existing Region 6 contract on October 31, 2004. Assuming the award protest for the North region is unsuccessful, health care delivery will begin on the new North contract on July 1, 2004 for the area that was previously Regions 2 and 5 and September 1, 2004 for the area that was previously Region 1.

        The transition out of the existing contracts and into the new contract, although having significant operational impacts, is not expected to have a material financial impact to the Company.

Net Investment Income

        Net investment income decreased by $0.5 million or 3.0% for the third quarter ended September 30, 2003 and $4.4 million or 8.9% for the nine months ended September 30, 2003 as compared to the same periods in 2002. These declines are primarily a result of continued declines in interest rates in the third quarter and nine months ended September 30, 2003, respectively, as compared to the same periods in 2002. The declines are partially offset by a $3.0 million gain on the sale of our investment in CareScience, Inc. During the third quarter ended September 30, 2003, CareScience, Inc. agreed to be acquired by another company. As part of the tender offer, we sold our remaining investment in CareScience, Inc. and recognized a $3.0 million gain on the sale during the third quarter ended September 30, 2003.

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Other Income

        Other income is primarily comprised of revenues from our employer services group subsidiary. Other income increased by $6.5 million or 68.9% for the third quarter ended September 30, 2003 as compared to the same period in 2002 due to an increase in revenues from bill review and workers' compensation processing services from the addition of two large accounts during the third quarter ended September 30, 2003. Other income increased by $0.7 million or 1.8% for the nine months ended September 30, 2003 as compared to the same period in 2002. This increase is due to higher revenues from bill review and workers' compensation processing services, partially offset by a decrease in revenues due to the sale of our claims processing subsidiary effective July 1, 2002.

Health Plan Services Costs

        Health plan services costs increased by $90.8 million or 5.0% for the third quarter ended September 30, 2003 and $320.3 million or 6.0% for the nine months ended September 30, 2003 as compared to the same periods in 2002. Total health plan services costs on a PMPM basis increased to $167.08 or 6.6% for the third quarter ended September 30, 2003 and to $167.04 or 7.6% for the nine months ended September 30, 2003 from $156.78 and $155.26 for the same periods in 2002, respectively. These changes are primarily due to the following:

•

Increase in commercial health care costs of $103.1 million or 8.3% for the third quarter ended September 30, 2003 and $340.5 million or 9.3% for the nine months ended September 30, 2003 as compared to the same periods in 2002. These increases are primarily due to increases of 10.3% and 12.4% in commercial health care costs on a PMPM basis for the third quarter and nine months ended September 30, 2003, respectively, and reflect increased unit cost trends in higher hospital and physician costs, partially offset by moderating trends in pharmacy costs as compared to same periods in 2002. The increases in our commercial health care costs are partially offset by decreases of 1.8% and 2.8% in member months for the third quarter and nine months ended September 30, 2003, respectively, as compared to the same periods in 2002, and



•

Increase in Medicaid health care costs of $0.3 million or 0.1% for the third quarter ended September 30, 2003 and $43.0 million or 6.3% for the nine months ended September 30, 2003 as compared to the same periods in 2002. The increase in physician costs were offset by decreases in hospital and pharmacy costs and a slight decrease in member months during the three months ended September 30, 2003 compared to the same period in 2002. The increase for the nine months ended September 30, 2003 is primarily due to a 4.6% increase in member months and an increase of 1.6% in health care costs on a PMPM basis, as compared to the same period in 2002 as a result of several hospitals and a pharmacy provider in California converting from capitated contracts to fee-for-service in 2003, offset by



•

Decrease in Medicare risk health care costs of $12.4 million or 3.8% for the third quarter ended September 30, 2003 and $63.1 million or 6.4% for the nine months ended September 30, 2003 as compared to the same periods in 2002. These decreases are primarily due to decreases of 6.3% and 9.1% in member months for the third quarter and nine months ended September 30, 2003, respectively, partially offset by increases of 2.7% and 3.1% in Medicare health care costs on a PMPM basis for the third quarter and nine months ended September 30, 2003, respectively, as compared to the same periods in 2002. The decrease in member months is the result of our exit from certain counties in California, Arizona and Connecticut and our withdrawal from the Pennsylvania Medicare program. The increases in health care costs on a PMPM basis are primarily in California and Arizona which experienced higher physician capitation rates and increased inpatient and outpatient utilization.

        Health Plan Services MCR decreased to 82.2% for the third quarter ended September 30, 2003 and 83.0% for the nine months ended September 30, 2003 as compared to 82.8% and 83.5% for the

34

same periods in 2002, respectively. These decreases are primarily due to a continued focus on pricing discipline combined with pricing increases above the health care cost trend for our commercial and Medicare Risk products. In addition, we noted that the health care cost trends in our commercial, Medicare and Medicaid lines have slowed consistent with the seasonal trends of the past several years and with moderating trends in hospital and pharmacy costs. The increases in our overall Health Plan Services premiums on a PMPM basis of 7.4% and 8.3% for the third quarter and nine months ended September 30, 2003 as compared to the same periods in 2002 outpaced the increases in our overall health care costs on a PMPM basis of 6.6% and 7.6% for the third quarter and nine months ended September 30, 2003 as compared to the same periods in 2002.

        As our estimates for health care costs are based on actuarially developed estimates, incurred claims related to prior years may differ from previously estimated amounts. Cumulative prior period incurred amounts expensed during the nine months ended September 30, 2003 were less than 0.1% of the most recent 12 months incurred costs.

Government Contracts Costs

        Government Contracts costs increased by $97.4 million or 26.6% for the third quarter ended September 30, 2003 and $282.2 million or 26.5% for the nine months ended September 30, 2003 compared to the same periods in 2002, primarily due to the following:

•

Increases in health care cost estimates of $113.9 million and $255.9 million for the third quarter and nine months ended September 30, 2003, respectively, as compared to the same periods in 2002 resulting from the call-up of reservists in support of the nation's heightened military activity and an increased number of enrollees seeking care in the private sector as many military health care professionals were deployed abroad,



•

Decrease of $(13.3) million for the third quarter ended September 30, 2003 compared to the same period in 2002 and increase of $33.4 million for the nine months ended September 30, 2003 compared to the same period in 2002 due to administrative and health care change order cost activities, and



•

Increase in transition costs of $1.5 million for the third quarter and nine months ended September 30, 2003, as compared to the same periods in 2002 from transition activities related to the new TRICARE contract for the North region, partially offset by



•

Decrease in administrative costs of $0 and $7.5 million for the third quarter and nine months ended September 30, 2003, respectively, as compared to the same periods in 2002 attributed to cost reduction efforts.

        Government Contracts cost ratio decreased to 96.3% and 96.0% for the third quarter and nine months ended September 30, 2003, respectively, as compared to 97.2% and 97.0% for the same periods in 2002. The improvements are primarily due to higher pricing on new option periods and favorable bid price adjustments.

G&A Costs

        G&A costs increased by $24.5 million or 11.5% for the third quarter ended September 30, 2003 and $48.9 million or 7.7% for the nine months ended September 30, 2003 as compared to the same periods in 2002. The administrative expense ratio increased to 10.8% for the third quarter ended September 30, 2003 as compared to 10.5% for the same period in 2002. These increases reflect continued investment in our operations and systems consolidation projects. In addition, we recorded an additional allowance of $3.4 million on a note received from the divestiture of two hospitals in 1999. The note went into default on August 31, 2003 and is fully reserved as of September 30, 2003. We are in the process of trying to restructure the note and are making continued efforts to collect all

35

outstanding principal and interest due on the note. See Note 4 to the condensed consolidated financial statements. The administrative expense ratio remained the same at 10.6% for the nine months ended September 30, 2003 as compared to the same period in 2002. The increase of 7.7% in G&A costs outpaced the increase in health plan services premium revenues of 6.7% for the nine months ended September 30, 2003.

Selling Costs

        Selling costs consist of broker commissions paid to brokers and agents and sales incentives paid to our sales associates. During the fourth quarter ended December 31, 2002, we separated selling costs from G&A expenses to better reflect the shift in our commercial health plan mix from large group to small group, which generally has higher selling costs. The selling costs ratio increased to 2.7% and 2.6% for the third quarter and nine months ended September 30, 2003, respectively, compared to 2.3% for the same periods in 2002. These increases reflect the continued shift of our commercial health plan mix to small group with its higher selling costs.

Amortization and Depreciation

        Amortization and depreciation expense decreased by $4.7 million or 24.7% for the third quarter ended September 30, 2003 and $8.1 million or 15.2% for the nine months ended September 30, 2003 as compared to the same periods in 2002. These decreases are primarily due to the following:

•

Decrease in amortization expense of $1.1 million and $5.4 million for the third quarter and nine months ended September 30, 2003, respectively, as compared to the same periods in 2002 due to certain intangible assets reaching the end of their useful lives and thus becoming fully amortized,



•

Decrease in depreciation expense of $2.8 million and $8.6 million for the third quarter and nine months ended September 30, 2003, respectively, as compared to the same periods in 2002 from the assets impaired during the fourth quarter ended December 31, 2002 as a result of our systems consolidation project,



•

Decrease in depreciation expense of $2.0 million for the third quarter and nine months ended September 30, 2003 due to accelerated depreciation of certain assets based on revised useful lives in the third quarter ended September 30, 2002,



•

Decrease in depreciation expense of $0.4 million for the third quarter ended September 30, 2003 and an increase in depreciation expense of $1.9 million for the nine months ended September 30, 2003 as compared to the same periods in 2002 due to asset retirements, net of additional investments in IT assets, and



•

Increase of $1.6 million and $6.0 million for the third quarter and nine months ended September 30, 2003, respectively, as compared to the same periods in 2002 from the accelerated depreciation of certain capitalized software as a result of our systems consolidation project.