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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
 
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                   FORM 10-K
 
(MARK ONE)
 
  /X/    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
 
                   FOR THE YEAR ENDED DECEMBER 31, 1997
                                    OR
 
  / /    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
 
        FOR THE TRANSITION PERIOD FROM ______________ TO ______________
 
                        COMMISSION FILE NUMBER 000-21949
                            ------------------------
 
                        PACIFICARE HEALTH SYSTEMS, INC.
 
             (Exact name of registrant as specified in its charter)
 
                  DELAWARE                             95-4591529
        (State or other jurisdiction          (IRS Employer Identification
     of incorporation or organization)                   Number)
 
              3120 LAKE CENTER DRIVE, SANTA ANA, CALIFORNIA 92704
          (Address of principal executive offices, including zip code)
 
      (Registrant's telephone number, including area code) (714) 825-5200
 
        Securities registered pursuant to Section 12(b) of the Act: NONE
 
          Securities registered pursuant to Section 12(g) of the Act:
                     CLASS A COMMON STOCK, PAR VALUE $0.01
                     CLASS B COMMON STOCK, PAR VALUE $0.01
                        PREFERRED STOCK, PAR VALUE $0.01
                            ------------------------
 
    Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/  No / /
 
    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K / /
 
    The aggregate market value of common stock held by non-affiliates of the
Registrant on February 28, 1998, was approximately $1,982,670,072.
 
    The number of shares of Class A Common Stock and Class B Common Stock
outstanding at February 28, 1998, was 14,792,144 and 26,814,098, respectively.
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
                  DOCUMENT                         WHERE INCORPORATED
  Portions of the Registrant's definitive
              Proxy Statement
       to be filed by April 30, 1998                    Part III
 
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                                     PART I
 
ITEM 1. BUSINESS
 
    PacifiCare-Registered Trademark- Health Systems, Inc. (the "Company" or
"PacifiCare") is one of the nation's leading managed health care services
companies, serving nearly 3.8 million HMO members in its commercial and
government product lines as of December 31, 1997. The Company is also a leader
in the management, development and marketing of diversified health maintenance
organization ("HMO") products and related services. The Company operates HMOs in
10 states and Guam, and as of December 31, 1997, had a combined commercial HMO
membership of nearly 2.8 million members. Through internal growth and strategic
acquisitions, the Company believes it has built a strong competitive position in
the western United States and has expanded its operations into new and existing
geographic markets.
 
    The Company's Secure Horizons-Registered Trademark- programs operate the
largest and one of the fastest growing Medicare risk programs in the United
States (as measured by membership and membership growth, respectively) with over
1.0 million members enrolled as of December 31, 1997. The Company believes that
its Secure Horizons programs are attractive to Medicare beneficiaries because
they provide a more comprehensive package of benefits than those available under
traditional Medicare and they substantially reduce the members' administrative
responsibilities.
 
    The Company believes that its ability to offer a comprehensive range of
products and services, combined with its long-term relationships with health
care providers, will enable the Company to respond effectively to the changing
needs of the health care marketplace. The Company anticipates that it will
continue to be among the nation's leading managed health care services
companies.
 
RECENT DEVELOPMENTS
 
    On February 14, 1997, the Company consummated the acquisition of FHP
International Corporation ("FHP") for a total purchase price, including
transaction costs, of approximately $2.2 billion (the "FHP Acquisition"). With
the FHP Acquisition, the Company conducts business in five additional states and
has experienced an increase in its commercial and government membership. The FHP
Acquisition has been accounted for as a purchase and the Company's consolidated
results of operations include the results of FHP from the date of the FHP
Acquisition (see Note 4 of the Notes to Consolidated Financial Statements).
 
    Also during 1997, the Company consummated the sales of its Florida, Illinois
and New Mexico subsidiaries (see Note 4 of the Notes to Consolidated Financial
Statements). It also announced an exit strategy for its Utah subsidiary,
including its potential sale (see Note 9 of the Notes to Consolidated Financial
Statements).
 
OPERATIONS, PRODUCTS AND SERVICES
 
HMO OPERATIONS
 
    The Company's total membership has grown from nearly 1.0 million members at
December 31, 1992 to approximately 3.8 million members at December 31, 1997,
including the impact of the FHP Acquisition,
 
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a 31 percent compound annual growth rate. The Company's membership at December
31, 1997 by state and program is as follows:
 
<TABLE>
<CAPTION>
                                                                     GOVERNMENT
                                                                    (MEDICARE &                 PERCENT
                                                       COMMERCIAL    MEDICAID)      TOTAL      OF TOTAL
                                                       -----------  ------------  ----------  -----------
<S>                                                    <C>          <C>           <C>         <C>
Arizona..............................................     109,500        88,700      198,200        5.2%
California...........................................   1,650,000       605,300    2,255,300       59.5
Colorado.............................................     286,700        52,600      339,300        9.0
Guam.................................................      42,800        --           42,800        1.1
Nevada...............................................      40,700        24,200       64,900        1.7
Ohio.................................................      54,200        13,200       67,400        1.8
Oklahoma.............................................     108,700        26,200      134,900        3.6
Oregon...............................................     116,500        40,600      157,100        4.1
Texas................................................     128,400        68,600      197,000        5.2
Utah.................................................     154,200        25,000      179,200        4.7
Washington...........................................      98,300        56,700      155,000        4.1
                                                       -----------  ------------  ----------      -----
Total membership.....................................   2,790,000     1,001,100    3,791,100      100.0%
                                                       -----------  ------------  ----------      -----
                                                       -----------  ------------  ----------      -----
</TABLE>
 
    COMMERCIAL PROGRAMS
 
    The Company's commercial membership has grown from approximately 0.7 million
members at December 31, 1992 to approximately 2.8 million members at December
31, 1997, a 30 percent compound annual growth rate. The Company offers a
comprehensive range of products, including HMOs, Preferred Provider Organization
("PPO") and Point of Service ("POS") plans. POS plans combine the features of an
HMO (a defined provider network providing care to members with reduced
deductibles and co-payments) with the features of a traditional indemnity
insurance product (the option to use any physician, with higher deductibles and
co-payments).
 
    For the commercial employer market, the Company offers a range of benefit
plan designs that vary in the amount of member co-payments. The Company believes
that nominal co-payments are useful in helping contain the costs of health care
without providing a barrier to members seeking needed health care services. The
Company offers a variety of specialty managed health care products as either
supplements to its commercial programs or as stand-alone products. These
products include pharmacy benefit management, life and health insurance,
behavioral health services and dental and vision services. These optional
services are generally provided through subcontracting or referral relationships
with other health care providers. The Company is not dependent on any one
employer group or group of employers to sustain its commercial product revenue
stream.
 
SECURE HORIZONS PROGRAMS
 
    The Company offers health care services to Medicare beneficiaries through
its Secure Horizons programs. The Secure Horizons programs represent the largest
and one of the fastest growing Medicare risk programs in the United States (as
measured by membership and membership growth, respectively). Secure Horizons
membership has grown from approximately 0.2 million members at December 31, 1992
to over 1.0 million members at December 31, 1997, a 34 percent compound annual
growth rate.
 
    The Company believes the Medicare market continues to offer significant
growth opportunities since only approximately 15 percent of the country's
Medicare beneficiaries are enrolled in Medicare risk HMO programs such as those
offered by the Company. The Company anticipates continued growth in the Medicare
risk arena by entering into new geographic markets with its Secure Horizons
programs. Also, recently adopted federal legislation repeals the requirement
that at least half of a Medicare health plan's enrollment be drawn from
commercial contracts (the "50/50 Rule") beginning January 1, 1999, and gives
 
                                       3
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the Department of Health and Human Services ("HHS") broad authority to waive the
50/50 Rule for certain plans beginning January 1, 1998. The Company believes
that the repeal of the 50/50 Rule will allow it to develop Medicare risk
programs in markets where it does not have operations through expansion of its
Secure Horizons programs and affiliations between Secure Horizons USA, Inc.
("SHUSA") its Medicare risk management subsidiary and health plans or providers
in such markets (see "Specialty Managed Care Products and Services--Medicare
Risk Management" and "Competition").
 
    The Company has been offering Secure Horizons programs since 1985, pursuant
to annual risk contracts with the Health Care Financing Administration ("HCFA").
HCFA requires that an HMO be federally qualified or meet similar requirements as
a competitive medical plan to be eligible for Medicare risk contracts. These
Medicare risk contracts entitle the Company to a fixed per-member premium, which
is currently based upon the average cost of providing traditional
fee-for-service Medicare benefits to the Medicare population in each county. The
risk contracts are subject to periodic unilateral revisions by HCFA based upon
updated demographic information relating to the Medicare population and the cost
of providing health care in a particular geographic area. Recent legislation has
revised the formula by which Medicare risk premiums will be calculated, which
could result in lower average Medicare premiums paid to the Company. The Company
believes that any reduction in premiums will be offset by other features of this
new legislation which encourages the use of managed care plans by Medicare
beneficiaries (see "Government Regulation"). The Company's Medicare risk
contracts are automatically renewed every 12 months unless the Company or HCFA
elects to terminate them. HCFA may unilaterally terminate the Company's Medicare
risk contracts if the Company fails to continue to meet compliance and
eligibility standards. Termination of the Company's Medicare risk contracts
would have a material adverse effect on the Company. The Company, however, has
no reason to believe that such termination will occur. Each Secure Horizons
member enrolls individually and may disenroll by providing 30 days' notice. The
Company believes that its Secure Horizons programs have one of the lowest
disenrollment rates among Medicare risk plans.
 
    Because the average use of health care services by Medicare beneficiaries
greatly exceeds the use of services by those who are under the age of 65, the
Company's Medicare risk plans generate substantially larger per member revenue
than the Company's commercial plans. Premium revenue for each Secure Horizons
member is usually more than three times that of a commercial member reflecting
in part, the higher medical and administrative cost of serving a Medicare
member. As a result, although membership in the Secure Horizons programs
represented only approximately 26 percent of the Company's membership at
December 31, 1997, it accounted for approximately 58 percent of the consolidated
premium revenue for the year ended December 31, 1997 and an even larger
percentage of the Company's operating profit. The Secure Horizons programs are
subject to certain risks relative to commercial programs, such as higher
comparative medical costs, higher levels of utilization, government and
regulatory reporting requirements, the possibility of reduced or insufficient
government reimbursement in the future and higher marketing and advertising
costs associated with selling to individuals rather than to groups.
 
    In response to the needs of employers to provide cost-effective health care
coverage to their retired employees who may or may not be currently entitled to
Medicare, the Company developed the Secure Horizons retiree product. This
product takes advantage of the Company's expertise in providing health care to
seniors. The provider networks are similar to those offered to the Company's
Secure Horizons enrollees and the premium is based on the revenue requirements
needed to provide services to Secure Horizons enrollees. Moreover, the retiree
product provides the Company with access to individuals who, once familiar with
the Company's services and delivery system, may enroll in Secure Horizons
programs when they become entitled to Medicare benefits.
 
                                       4
<PAGE>
SPECIALTY MANAGED CARE PRODUCTS AND SERVICES
 
    In addition to its HMO operations, the Company provides a range of specialty
managed care products and services. These products and services are offered to
HMOs, insurers, employers, governmental entities, providers and PPOs:
 
    MEDICARE RISK MANAGEMENT.  The Company formed SHUSA in March 1993 to take
advantage of the Company's expertise in the Medicare risk area. SHUSA provides
management services and best practices to HMOs and health care delivery systems
that want to engage in Medicare risk contracting. SHUSA has approximately 90,000
members under licensure in New Mexico through Presbyterian Healthcare Services
and in New England through Tufts Associated Health Maintenance Organization,
Inc. SHUSA is currently engaged in discussions with a number of health plans and
delivery systems regarding future business development opportunities in the
Medicare risk market.
 
    The Company anticipates that with the repeal of the 50/50 Rule and the drive
to enroll Medicare beneficiaries in HMOs, SHUSA may enter into licensing
arrangements in a variety of geographic areas thereby expanding the Company's
presence in new markets. Recent legislation permits, beginning in 1999, provider
sponsored organizations (networks of doctors, hospitals and providers-"PSOs") to
enter into Medicare risk contracts directly with HCFA (see "Competition"). The
Company believes that PSOs will provide an opportunity for the Company, through
SHUSA, to expand into new Medicare risk markets or alternatively, could become
an additional source of competition for the Company. While the Company currently
expects the opportunities of this legislation to outweigh the potential threats,
HCFA has not adopted final regulations in connection with this legislation and
it is too early to predict the ultimate effect, if any, this legislation will
have on the Company.
 
    PHARMACY BENEFIT MANAGEMENT.  Prescription Solutions-Registered Trademark-
was established in May 1993 to offer pharmacy benefit management services.
Clients of Prescription Solutions have access to a pharmacy provider network
that features independent and chain pharmacies, as well as a variety of cost and
quality management capabilities. Prescription Solutions also provides its
clients with an array of fully integrated services, including mail order
distribution, an extensive network of retail pharmacies, claims processing and
sophisticated drug utilization reporting. Prescription Solutions is one of the
industry's largest pharmacy benefit management companies.
 
    LIFE AND HEALTH INSURANCE.  PacifiCare Life and Health Insurance
Company-SM-("PLHIC") and PacifiCare Life Assurance Company ("PLAC"), the
Company's life and health insurance subsidiaries, offer employer groups managed
health care insurance products which have been integrated with the Company's
existing HMO products to form multi-option health benefits programs. Together,
PLHIC and PLAC are licensed to operate in the District of Columbia and 38 states
and Guam, including the states in which the Company's HMOs operate.
 
    BEHAVIORAL HEALTH SERVICES.  PacifiCare Behavioral Health of California,
Inc. is a licensed specialized health care service plan which provides
behavioral health care services, including chemical dependency benefit programs,
in California directly to corporate customers and indirectly through the
Company's California HMO to its commercial members. Outside of California,
PacifiCare Behavioral Health, Inc. contracts with various HMOs, insurers and
employers to manage their respective mental health and chemical dependency
benefit programs.
 
    DENTAL AND VISION SERVICES.  California Dental Health Plan dba PacifiCare
Dental and Vision ("PDV") is a licensed specialized health care service plan
which provides prepaid dental and optometry benefits for individuals, including
members of PacifiCare's California commercial and Secure Horizons programs and
employer groups. PDV continues to market independently of the Company's
California HMO and to provide dental and vision benefits to its members.
Recently, PacifiCare Dental of Colorado, Inc. received approval to offer
stand-alone dental care plans to people in selected areas of Colorado.
 
                                       5
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The stand-alone dental care plan works like an HMO and will allow employers to
offer the dental plan to members of any medical carrier.
 
BUSINESS STRATEGY
 
    The current business strategy of the Company has a strong operational focus.
During 1998, the Company expects to:
 
    -  improve commercial gross margins through premium increases and improved
       health care cost management through capitated arrangements with strong
       provider organizations which align the interest of providers with that of
       the Company;
 
    -  focus on management tools, including medical and pharmacy management and
       effective medical information reporting;
 
    -  exit Utah and sell certain specialty businesses which do not fit within
       this strategy;
 
    -  improve efficiency by further leveraging the Company's economies of scale
       to lower the percentage of revenue spent on marketing, general and
       administrative expenses;
 
    -  continue to integrate FHP's operations to the Company's common
       information systems operating platform; and
 
    -  increase the quality and service of its basic HMO products measured
       through expanded National Committee for Quality Assurance ("NCQA")
       accreditation in 1998 (see "Quality Assurance").
 
    The Company continually evaluates opportunities to expand its business
through acquisitions and development of new products. With recent changes in
federal legislation related to Medicare, the Company anticipates expanded growth
in its Secure Horizons Medicare programs and its Medicare risk management
programs into new markets. The Company also evaluates whether certain products
or markets should be discontinued when they do not fit within the Company's core
business strategy. Through the implementation of this business strategy, the
Company believes it can solidify its position as one of the nation's leading
managed health care services companies.
 
HEALTH CARE PROVIDER RELATIONSHIPS
 
    The profitability of the Company and the success of its long-range business
plans depends upon its ability to attract and retain qualified health care
providers. The Company's ability to expand is dependent, in part, on its ability
to secure cost effective contracts and delivery system models with additional
physicians or to ensure that existing physician groups expand their operations
to accommodate the Company's new HMO membership. Achieving such objectives with
respect to physician contracts is becoming more difficult due to increasing
competition. In addition, increased competition in the health care industry has
resulted in the consolidation of health care providers, resulting in larger
provider groups being created and fewer groups with which the Company can
contract. Contracts with health care providers are commonly negotiated on an
annual basis. Generally, there is no requirement that the provider continue its
relationship with the Company upon expiration of the annual period. To ensure
the quality and stability of the provider network, the Company has entered into
a number of provider service contracts with terms of up to ten years. Some of
the significant provider contracts include multiple five-year contracts with
MedPartners for specified "medical care ratios" (health care expenses as a
percentage of premium revenue) in most of the states where the Company does
business (most significantly, California). MedPartners provides services to over
0.4 million members or 16 percent of the Company's total commercial membership
and approximately 0.1 million or 14 percent of the Company's total government
membership. In addition, the Company has a national letter of intent with FPA
Medical Management ("FPA") that sets forth operating principles between FPA and
the Company for the next ten years. FPA provides health care services to the
Company's members in five states, including California.
 
                                       6
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    The Company's inability to contract with providers, loss of contracts with
providers, inability of providers to provide adequate care or insolvency of
providers could materially and adversely affect the Company. These contracting
and insolvency risks include: a loss of membership; the incurring of additional
expenses to meet the requirement to continue to arrange for health care
services, among other things, for members; the inability to obtain reimbursement
due the Company from providers; the expenditure of additional funds to maintain
adequate provider networks and the assertion of claims by third parties against
the Company. The effect of these risks could result in the recognition of a
charge in a future period.
 
HEALTH CARE COSTS
 
    The Company manages health care costs primarily by entering into contractual
arrangements with the majority of its health care providers, including primary
care physicians, specialists, hospitals and other ancillary services providers,
to pay a fixed monthly fee, or capitation payment, for each HMO member
regardless of the services provided to each member. The primary care physician
or group influences medical utilization and cost control in the Company's HMOs
through referrals, hospitalization and other services and is responsible for any
related payments to those referred providers. The Company's HMOs share the risk
of certain health care costs not covered by capitation arrangements and provide
additional incentives to the physicians or groups for appropriate utilization of
hospital inpatient, outpatient surgery and emergency room services. The Company
may also make incentive payments to providers based on performance relative to
budgeted targets. Nearly all of the Company's Medicare contracts are based on a
percentage of premium. Percentage of premium entails provider compensation
fluctuating directly with the amount of premiums paid for Medicare risk
beneficiaries by HCFA.
 
    In certain of the Company's markets, health care providers are not under
capitation arrangements. Fee-for-service contracts increase health care costs
when utilization is not appropriately managed. The Company has or is in the
process of renegotiating these contracts to move the providers to a capitated
payment plan.
 
    The Company also operates a utilization review system, under which routine
hospital admissions and lengths of stay are reviewed by either the Company or
utilization review committees comprised of several physicians at each physician
group. The committees approve non-emergency hospitalizations in advance. After
admission, the committees, together with the Company's medical services
utilization staff, carefully monitor the member's continued stay. The Company,
through its medical services departments, becomes actively involved in the
utilization review of longer, more costly hospitalizations and emergencies.
These departments also become involved in the field to monitor catastrophic
cases in an effort to provide members appropriate medical care and suggest
treatment options that may be more appropriate and cost-effective than a
long-term hospital stay.
 
QUALITY ASSURANCE
 
    The Company believes that providing access to quality health care services
is an essential ingredient for success. To achieve this goal, the Company has
established a peer review procedure at each HMO, which is implemented by a
Quality Assurance Committee chaired by the HMO's Medical Director and comprised
of physicians and representatives of the physician groups at each HMO. When a
new physician or physician group is considered by one of the Company's HMOs as a
potential provider, the Quality Assurance Committee of the HMO evaluates, among
other things, the quality of the physician or group's medical facilities,
medical records, laboratory and x-ray licenses and the capacity to handle
membership demands. Once selected, a physician or group is periodically reviewed
to monitor whether members are receiving quality medical care.
 
    The Company has developed a comprehensive array of initiatives to improve
the quality of service and clinical outcomes affecting members. Such initiatives
include, among other things, NCQA accreditation,
 
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Health Plan Employer Data Information Set ("HEDIS") improvements, a
standardized, streamlined specialty referral process, a complaint management
program to coordinate problem resolution, member satisfaction surveys at the
HMO-level, chronic care initiatives, a senior health risk assessment, a smoking
cessation program, sophisticated report cards and a comprehensive information
technology strategy.
 
    Approximately 88 percent of the Company's membership is enrolled in plans
with NCQA accreditation. NCQA is an independent, non-profit organization that
reviews and accredits HMOs. NCQA performs site reviews of standards established
for quality assurance, utilization management, credentialing process, commitment
to members' rights and preventative health services. HMOs that comply with
NCQA's review requirements and quality standards receive NCQA accreditation. The
Company's HMOs in Arizona, California, Colorado, Nevada and Oklahoma have
received full three-year NCQA accreditation status and the Company's HMOs in
Oregon and Utah have received one-year NCQA accreditation status.
 
RISK MANAGEMENT
 
    In addition to the Company's cost control systems, the use of underwriting
criteria is an integral part of its risk management efforts. Underwriting is the
process by which a health plan assesses the risk of enrolling employer groups
(or individuals) and establishes appropriate or necessary premium rates. The
setting of premium rates directly affects a health plan's profitability and
marketing success (see "Health Care Costs"). Underwriting techniques are not
employed for the Secure Horizons programs because of regulations that require
the Company to accept nearly all Medicare-entitled applicants.
 
    The Company shifts part of the risk of catastrophic losses by maintaining
reinsurance coverage for certain hospital costs incurred in the treatment of
catastrophic illnesses of its members. The Company also maintains general
liability, property and medical malpractice insurance coverage in amounts that
the Company believes are adequate. The Company requires contracting physicians,
physician groups and hospitals to maintain individual malpractice insurance
coverage.
 
MARKETING
 
    The Company's marketing strategy and implementation is coordinated by the
Company's corporate marketing staff. Primary marketing responsibility for each
of the Company's HMOs and specialty managed care products and services resides
with a marketing director and a direct sales force. Commercial marketing is a
two-step process in which the Company first markets to employer groups and then
provides information directly to employees once the employer has selected the
HMO. The Company solicits new employer groups of various sizes through direct,
personal selling efforts and through contacts with insurance brokers and
consultants. Many employer groups under contract with the Company are
represented by insurance brokers and consultants who work with the employer to
recommend or design employee benefits packages. Brokers are paid on a commission
basis by the Company over the life of the contract, while consultants generally
are paid by the employer. The Company has also developed a marketing strategy to
strengthen and increase its market share by increasing penetration in existing
employer groups and by increasing access to new populations through small group
marketing and expansion of its delivery network to more effectively meet the
needs of multi-state employers. A significant portion of the Company's
commercial membership growth comes from existing employer groups.
 
    During "open enrollment" periods when employees are permitted to change
health care programs, the Company utilizes various techniques to attract
commercial members, including work site presentations, direct mail, medical
group tours and local advertising. Marketing efforts are also supported by an
advertising program that generally includes television, radio, billboard and
print media.
 
    The Company markets the Secure Horizons programs to Medicare beneficiaries
primarily through direct mail, telemarketing, television, radio and cooperative
advertising with participating medical groups. The Company anticipates further
growth opportunities in the Medicare risk program based on the
 
                                       8
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Company's current marketing strategies and the growing senior population in the
United States (see "--Operations, Products and Services--Secure Horizons
Programs" and "Specialty Managed Care Products and Services--Medicare Risk
Management"). Most Secure Horizons members deal directly with the plan and
generally without the involvement of insurance brokers except when associated
with an employer group retiree offering.
 
MANAGEMENT INFORMATION SYSTEMS
 
    The Company uses computer-based management information systems for various
purposes, including marketing and sales tracking, underwriting, billing, claims
processing, utilization management, medical cost and utilization trending,
financial and management accounting, reporting, planning and analysis. These
systems also support member, group and provider service functions, including
on-line access to membership verification, claims and referral status and
information regarding hospital admissions and lengths of stay. In addition,
these systems support extensive analyses of cost and outcome data. The Company
is dependent upon the operations of these systems for sales and marketing,
electronic claims receipt, utilization management authorization processing,
claims adjudication and payment, eligibility verification, bill processing and
general corporate accounting. To preserve its investment in existing systems,
exploit new technologies, improve the cost effectiveness and quality of services
provided and allow for effective new product introduction capabilities, the
Company's computer information systems which support its managed care operations
and specialty managed products are continually being enhanced and upgraded.
System enhancements and upgrades include upgrading mainframe computers,
enhancing existing software functionality, implementing purchased software and
migrating to more suitable software database environments. Following the FHP
Acquisition, the Company has been engaged in an extensive review of its
information systems, including integration of multiple systems. Simplification,
integration and expansion of the systems servicing the Company's business is an
important component of controlling health care and administrative expenses and
improving member and provider satisfaction. To the extent that these systems
fail to operate properly or the integration efforts are not successful, the
Company's financial results may be adversely affected.
 
YEAR 2000
 
    In 1996, the Company developed and began execution of an enterprise wide
plan to ensure application software and systems compliance for the year 2000.
The Company currently expects the project to be complete by the end of 1998 and
to cost less than $10 million. This estimate includes internal costs, but
excludes the costs to upgrade and replace systems in the normal course of
business. As of December 31, 1997, approximately $2 million had been expensed
related to this project. An additional component of this project is the written
confirmation from all systems vendors ensuring year 2000 compliance in
conjunction with the Company's target deadlines. The Company is currently
assessing the impact, if any, of year 2000 issues it may encounter with entities
with which it electronically interacts, including HCFA. If HCFA or certain other
entities experience significant failures or erroneous applications, it could
have a material adverse effect on the Company's financial position, results of
operations or cash flows.
 
COMPETITION
 
    The health care industry is highly competitive, both nationally and in the
Company's various markets. Consolidation in the health care industry has
resulted in fewer but larger competitors of the Company including insurance
carriers, other HMOs, employer self-funded programs and PPOs, many of which have
substantially larger enrollments or greater financial resources than the
Company. As a result of this consolidation, the Company has become one of the
largest HMOs in the country. The Company also faces competition from hospitals,
health care facilities and other health care providers who have combined and
formed their own networks to contract directly with employer groups and other
prospective customers for the delivery of health care services. In California,
the largest market in which the Company competes, the
 
                                       9
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Company encounters competition from a few large HMOs and to a lesser extent
smaller HMOs, PPOs, self-funded employers and health care providers. In other
markets in which the Company operates, the Company faces competition from local
HMOs, PPOs and other local health care providers as well as other national HMOs
and insurance carriers. In addition, new federal legislation permits for the
first time, beginning in 1999, PSOs to directly contract with HCFA for Medicare
risk contracts. PSOs, if successful, will increase the Company's competition for
new Medicare enrollees (see "Specialty Managed Care Products and
Services--Medicare Risk Management" and "Government Regulation"). Competition
for members in the Company's markets has resulted in an increase in benefits and
price competition. In such an increasingly competitive environment, the Company
believes that a comprehensive range of products and services, along with a
strong provider network, must be provided to remain competitive. Other factors
which the Company believes generally help it in regard to competitors are the
strength of its underwriting and pricing practices and staff, its significant
market position in certain geographic areas, its financial strength, its
experience and its generally favorable marketplace reputation. Increased
competition could result in a decline in revenue or in price reductions, which
could have a material adverse effect on the Company's financial position,
results of operations or cash flows.
 
GOVERNMENT REGULATION
 
    The Company's HMO subsidiaries are affected by several state and federal
laws and regulations, including the federal Health Maintenance Organization Act
of 1973 (the "HMO Act") and statutes regulating or affecting HMOs in each of the
states in which it does business. As a result, the Company is subject to
extensive regulation regarding the scope of benefits provided to its members,
financial solvency requirements, quality assurance and utilization review
procedures, member grievance procedures, provider contracts, marketing and
advertising. All of the Company's HMO operations are federally qualified or meet
similar requirements as a competitive medical plan.
 
    The Company's Secure Horizons programs are provided under contracts with,
and are subject to regulations by, HCFA and certain state agencies (see
"Operations, Products and Services--HMO Operations-Secure Horizons Programs").
As a result of HCFA's regulations governing the Company's Medicare risk
programs, the medical care ratio, as determined prospectively through formulas
established by HCFA for the Company's Medicare risk contracts in a particular
region, is not allowed to be less than the medical care ratio for the Company's
non-Medicare risk contracts in such regions. If the Company were to fall out of
compliance with these regulations, it would have to provide additional benefits,
reduce the supplemental premiums charged to its Medicare members or accept a
lower payment from HCFA to increase the medical care ratio for the Medicare risk
contracts to the level of the medical care ratio for the non-Medicare contracts.
This regulation could have a material adverse effect on the Company's financial
position, results of operations or cash flows.
 
    Currently, Secure Horizons' premiums are determined through formulas
established by HCFA for the Company's Medicare risk contracts in a particular
region. If these premiums are reduced or if premium rate increases in a
particular region are lower than the rate of increase in health care service
expenses of Secure Horizons members in such region, the Company's operations,
profitability or business prospects could be affected. The Company has mitigated
this risk by paying nearly all of the health care service expenses of the Secure
Horizons programs on a percentage of premium basis.
 
    On August 5, 1997, President Clinton signed into law the Balanced Budget Act
of 1997, which enacted numerous revisions to the Medicare program. The law
replaces the risk contract program with a new "Medicare+Choice" program, which
is intended to increase Medicare enrollment in private health plans. During
1998, HCFA is expected to promulgate regulations that will allow participation
in the Medicare+Choice program by HMOs, preferred provider organizations,
point-of-service plans, PSOs and fee-for-service plans and provide for a new
medical savings accounts demonstration project for Medicare beneficiaries. The
law also revises the formula used by HCFA to calculate payments to Medicare
health plans by establishing minimum payment levels and annual increases and
limiting the overall rate of
 
                                       10
<PAGE>
payment growth. Further, the law enacts new requirements for risk adjustment,
information disclosure, quality measurement and improvement and beneficiary
enrollment, among other provisions. The Company believes that any slowdown in
the rate of premium growth may be offset by the effect of this new legislation
encouraging managed health care for Medicare beneficiaries. The loss of Medicare
contracts or termination or modification of the HCFA risk-based Medicare program
could have a material adverse effect on the revenue, profitability and business
prospects of the Company.
 
    In 1996, HCFA promulgated regulations ("physician incentive regulations")
enforcing Sections 4204(a) and 4731 of the Omnibus Budget Reconciliation Act of
1990 ("OBRA 90"). OBRA 90 and the physician incentive regulations prohibit HMOs
with Medicare risk contracts from knowingly making incentive payments to
physicians as an inducement to reduce or limit medically necessary services to
Medicare beneficiaries. HCFA requires plans to meet these regulations annually
by submission of consolidated survey responses from contracted physician groups.
Under the physician incentive regulations, HMOs must, among other things,
disclose to HCFA their physician compensation plan in such detail as to allow
HCFA to determine compliance with the regulations, and provide stop-loss
insurance to a physician or physician group, if the HMO places the physician at
"substantial financial risk" for services provided to Medicare beneficiaries.
Revision of the physician incentive regulations in several specific areas is
currently under serious consideration by HCFA. The Company is taking steps to
comply with the physician incentive regulations.
 
    In the normal course of business, the governmental agencies with which
PacifiCare contracts periodically review the premiums paid to the Company under
these programs to detect whether any excess premiums have been paid. If such
agencies discover, in connection with any such review, that excess premiums were
paid to the Company, adjustments to current or future premiums would be made. If
such adjustments were significant, they could materially and adversely affect
the profitability, operations or business prospects of the Company.
 
    PacifiCare's HMOs have commercial contracts with the United States Office of
Personnel Management ("OPM") to provide managed care health services to
employees and retirees of the federal government and their dependents under the
Federal Employees Health Benefit Program ("FEHPB"). In the normal course of
business, OPM audits health plans with which it contracts to, among other
things, verify that the premiums calculated and charged to OPM are established
in compliance with the best price community rating guidelines established by
OPM. OPM typically audits plans once every five or six years and each audit
covers the prior five or six year period. Depending on the type of contract the
Company has with OPM, OPM will audit one or more health plans at the same time.
OPM has notified PacifiCare of its intent to audit or has recently completed an
audit of the majority of the Company's health plans. While the government's
initial on-site audits are usually followed by a post-audit briefing in which
the government indicates its preliminary results, final resolution and
settlement of the audits have historically taken a minimum of three to five
years.
 
    In addition to claims made by the auditors as part of the normal audit
process, the OPM may also refer their results to the United States Department of
Justice ("DOJ") for potential legal action under the False Claims Act. The DOJ
has the authority to file a claim under the False Claims Act if it believes that
the health plan knowingly overcharged the government or otherwise submitted
false documentation or certifications. In False Claims Act actions, the
government may impose trebled damages and a civil penalty of not less than
$5,000 nor more than $10,000 for each separate alleged false claim. In November
1997, the Company was notified that the 1995 audit of the operations of the
Company's Oklahoma HMO subsidiary, had been referred to the DOJ. The Company is
negotiating to settle this matter with the DOJ.
 
    PacifiCare intends to negotiate with OPM and the DOJ on all matters to
attain a mutually satisfactory result. There can be no assurance, however, that
these negotiations will be concluded satisfactorily, that additional audits will
not be referred to the DOJ, or that additional, possibly material, liability
will not be incurred. The Company has also entered into discussions with OPM and
implemented centralized internal
 
                                       11
<PAGE>
review processes to reduce the likelihood of liability for contract years
beginning with January 1999. The Company believes that any ultimate liability in
excess of amounts accrued would not materially affect the Company's consolidated
financial position. However, such liability could have a material adverse effect
on results of operations or cash flows of a future quarter if resolved
unfavorably.
 
    The Company's HMOs are subject to state regulations which require periodic
financial reports from HMOs licensed to operate in their state and, in certain
cases, impose minimum equity, capital, deposit and/or reserve requirements.
Certain federal and/or state regulatory agencies also require the Company's HMOs
to maintain restricted cash reserves represented by interest-bearing instruments
which are held by trustees or state regulatory agencies. These requirements,
which limit the ability of the Company's subsidiaries to transfer funds to the
Company, may limit the ability of the Company to pay dividends. From time to
time, the Company advances funds, in the form of a loan, to its subsidiaries to
assist them in satisfying federal or state financial requirements.
 
    The National Association of Insurance Commissioners (the "NAIC") has an
effort underway that would impose new minimum capitalization requirements for
HMOs, health care insurance entities and other risk bearing health care
entities. The requirements would take the form of risk-based capital rules
similar to rules for certain non-health care insurance companies. If the
capitalization requirements were enacted, certain of the Company's subsidiaries
would have to increase their capital requirements. If and when the requirements
are enacted, the Company expects to fund the subsidiaries to meet the new
requirements. The Company does not believe that the amount of funds that may be
paid by subsidiaries to the Company will be materially affected after meeting
the new capitalization criteria.
 
    The Company has six insurance subsidiaries, which are subject to regulation
in each jurisdiction in which they are licensed. Regulatory authorities exercise
extensive supervisory power over insurance companies. The Company's insurance
subsidiaries are required to file periodic statutory financial statements in
each jurisdiction in which they are licensed. Additionally, the insurance
departments of the jurisdiction in which they are licensed to do business
periodically examine such subsidiaries.
 
    Certain of the Company's HMOs and each of the Company's insurance
subsidiaries are subject to regulation under state insurance holding company
regulations. Such insurance holding company laws and regulations generally
require registration with the appropriate state department of insurance and the
filing of certain reports describing capital structure, ownership, financial
condition, certain intercompany transactions and general business operations.
Various notice and reporting requirements generally apply to transactions
between companies within an insurance holding company system, depending on the
size and nature of the transactions. Certain state insurance holding company
laws and regulations require prior regulatory approval or, in certain
circumstances, prior notice of certain material intercompany transfers of assets
as well as certain transactions between the regulated companies, their parent
holding companies and affiliates, and acquisitions.
 
    In 1997, the Departments of Health and Human Services, Labor and Treasury
promulgated regulations enforcing the "Health Insurance Portability and
Accountability Act of 1996" which took effect in January 1998. The regulations
require certain guaranteed issuance and renewability of health coverage for
individuals and small groups, limit preexisting condition exclusions and provide
for a demonstration project for medical savings accounts for individuals who
obtain individual medical insurance and small businesses. Regulations were also
promulgated to enforce other federal legislation, which became effective in
January 1998, requiring health plans to provide parity for mental health
benefits and minimum lengths of stay for mothers and their newborns. The Company
is continuing to analyze the operational impact, if any, to the Company of these
regulations; however, the Company believes that these regulations will have an
administrative impact on the Company.
 
    The provision of goods and services to or through certain types of employee
health benefit plans is subject to the Employee Retirement Income Security Act
of 1974 ("ERISA"). ERISA is a complex set of laws and regulations that are
subject to periodic interpretation by the United States Department of Labor.
 
                                       12
<PAGE>
ERISA places controls on how the Company's health plans and specialty managed
care products and services may do business with employers covered by ERISA,
particularly employers that maintain self-funded plans. The Department of Labor
is engaged in an ongoing ERISA enforcement program which may result in
additional constraints on how ERISA-governed benefit plans conduct their
activities. There have been recent legislative attempts to limit ERISA's
preemptive effect on state laws. If such limitations were to be enacted, they
might increase the Company's liability exposure under state law claims relating
to employee health benefits offered by the Company's health plans and specialty
managed care products and services and may permit greater state regulation of
other aspects of those business operations.
 
    State and federal lawmakers may continue to consider and enact laws and
regulations which could impact the Company, including prohibition or limitation
of capitated arrangements or provider financial incentives, benefit mandates,
limitations on the ability to manage utilization of services, and requirements
for information disclosure, provider contracting and dispute resolution. The
adoption of such legislation or regulations may make it more difficult for the
Company to control health care costs and could adversely affect financial
results. Although the Company intends to maintain its HMOs' federal
qualifications, state licenses and Medicare contracts, there can be no assurance
that it can do so.
 
STOCK MARKET
 
    The market prices of the Company's Class A Common Stock, par value $0.01 per
share (the "Class A Common Stock"), Class B Common Stock, par value $0.01 per
share (the "Class B Common Stock"), and the Series A Cumulative Preferred Stock,
par value $0.01 per share (the "Series A Preferred Stock") and the market prices
of the publicly traded shares of the Company's competitors have shown
significant volatility and sensitivity to many factors, including legislative or
regulatory actions, health care cost trends, premium pricing trends, levels of
competition, earnings results of industry participants and acquisition activity.
There can be no assurances regarding the stability of the various share prices
of the Company at any time or the impact of these or any other factors on the
share prices of the Company. See Item 5-- "Market for the Company's Equity and
Related Stockholder Matters."
 
TRADEMARKS
 
    The federally registered service marks PacifiCare-Registered Trademark- and
SecureHorizons-Registered Trademark- are owned by the Company and are material
to its business.
 
EMPLOYEES
 
    At December 31, 1997, the Company had 9,770 full and part-time employees.
None of the Company's employees are presently covered by a collective bargaining
agreement and the Company has not experienced any work stoppage since its
organization. The Company considers its relations with its employees to be good.
 
ITEM 2.  PROPERTIES
 
    As of December 31, 1997, the Company leased approximately 220,000 aggregate
square feet of space for its principal corporate headquarters and executive
offices in Santa Ana and Costa Mesa, California. In connection with its
operations, as of December 31, 1997, the Company leased approximately 2.2
million aggregate square feet for office space, subsidiary operations, customer
service centers and space for computer facilities. Such space corresponds to
areas in which the Company's HMOs or specialty managed care products and
services operate or where it has satellite administrative offices. The Company's
leases expire at various dates through 2007.
 
    The Company owns 32 buildings encompassing approximately 914,000 aggregate
square feet of space. Six of the buildings, which represent approximately
348,000 aggregate square feet of space are primarily used for administrative
operations and are located in California, Utah and Guam. The remaining 26
 
                                       13
<PAGE>
buildings are medical office buildings leased under a master lease agreement.
All 26 medical buildings are being marketed for sale. The Company also owns nine
parcels of vacant land for a total of 46 acres, all of which are being marketed
for sale.
 
    The Company considers its facilities to be in good working condition, well
maintained and adequate for its present and anticipated needs. The Company
believes that additional space can be obtained at competitive rates upon the
expiration of current leases or in the event additional space is needed.
 
ITEM 3.  LEGAL PROCEEDINGS
 
    The Company has been served with several purported class action suits
alleging violations of federal securities laws by the Company and by certain of
its officers and directors. The complaints relate to the period from the date of
the FHP Acquisition through the Company's November 25, 1997 announcement that
earnings for the fourth quarter of 1997 would be lower than expected. These
complaints primarily allege that the Company previously omitted and/or
misrepresented material facts with respect to its costs, earnings and profits.
These suits are at a very early stage and no discovery has occurred. The Company
believes it has good defenses to the claims in these suits and is contesting
them vigorously.
 
    The Company is also involved in legal actions in the normal course of
business, some of which seek monetary damages, including claims of punitive
damages which are not covered by insurance. After review, including consultation
with counsel, based on current information, management believes any ultimate
liability in excess of amounts accrued which would likely arise from these
actions (including the purported class actions) would not materially affect the
Company's consolidated financial position, results of operations or cash flows.
However, management's evaluation of the likely impact of these actions could
change in the future and an unfavorable outcome, depending upon the amount and
timing, could have a material adverse effect on the Company's results of
operations or cash flows for a future quarter.
 
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
    No matter was submitted to a vote of security holders during the three
months ended December 31, 1997.
 
                                       14
<PAGE>
                                    PART II
 
ITEM 5.  MARKET FOR THE COMPANY'S EQUITY AND RELATED STOCKHOLDER MATTERS
 
    The Class A Common Stock, the Class B Common Stock, and the Series A
Preferred Stock are listed on the Nasdaq National Market under the symbols
PHSYA, PHSYB, and PHSYP, respectively. The following tables set forth, for the
indicated periods, the high and low reported sale prices per share of the Class
A and Class B Common Stock and the Series A Preferred Stock (from February 14,
1997) as furnished by Nasdaq.
 
<TABLE>
<CAPTION>
                                             CLASS A         CLASS B         SERIES A
                                           COMMON STOCK    COMMON STOCK     PREFERRED
                                                                              STOCK
                                          --------------  --------------  --------------
                                           HIGH    LOW     HIGH    LOW     HIGH    LOW
                                          ------  ------  ------  ------  ------  ------
<S>                                       <C>     <C>     <C>     <C>     <C>     <C>
YEAR ENDED DECEMBER 31, 1997
  First Quarter.........................  85 5/8  68 3/4  89 1/2  72 7/8  34 7/8  32
  Second Quarter........................  83      55 1/2  87 3/4  58 3/4  34 3/8  25 1/8
  Third Quarter.........................  71      60 1/4  74 3/4  62      29 5/8  27
  Fourth Quarter........................  71 1/4  48 1/8  72 1/2  50 7/8  28 1/2  20 3/8
 
TWELVE MONTHS ENDED DECEMBER 31, 1996
  First Quarter.........................  98 3/4  75 1/4  99 1/2  78 1/2    --      --
  Second Quarter........................  83 3/4  63 7/8  86 3/4  65 1/4    --      --
  Third Quarter.........................  84 3/4  59 5/8  91      59 3/4    --      --
  Fourth Quarter........................  86 1/4  63 1/4  90 1/2  65 3/4    --      --
</TABLE>
 
    The Company has never paid any cash dividends on its common stock and
presently anticipates for the foreseeable future that no cash dividends on its
common stock will be declared and that all of its earnings will be retained for
development of the Company's business. Any dividends will depend upon future
earnings, the financial condition of the Company and regulatory requirements. If
the Company were to decide to make dividend payments, the Company could only
make dividend payments in shares of its common stock pursuant to the
restrictions on dividend payments which exist in the credit facility (see Note 5
of the Notes to Consolidated Financial Statements).
 
    As of December 31, 1997 there were approximately 344 and 364 shareholders of
record of the Company's Class A Common Stock and Class B Common Stock,
respectively. These numbers do not include individual participants in security
position listings. Based on available information, the Company believes there
are at least 15,000 beneficial holders of its Class A and Class B Common Stock.
 
    The authorized preferred stock of the Company includes 11,000,000 shares of
Series A Preferred Stock. Each share of Series A Preferred Stock entitles its
owner to convert it at any time to 0.374 shares of Class B Common Stock,
assuming no unpaid accrued dividends in arrears. Series A Preferred Stock
shareholders also have a preference of $25.00 per share over the common stock in
the event of involuntary or voluntary liquidation. Dividends on the Series A
Preferred Stock accrue at an annual rate of $1.00 per share, are cumulative and
payable quarterly in arrears when, as and if declared by the board of directors.
During 1997, the Company paid $9 million in dividends to its preferred
shareholders. There were no unpaid dividends on the Series A Preferred Stock at
December 31, 1997.
 
    On or after June 17, 1998, the Series A Preferred Stock may be redeemed at
the option of the Company for cash plus unpaid dividends. The redemption price
ranges from 103 percent to 100 percent of the stated value of the Series A
Preferred Stock, or $25.00 per share, in one-half percent decrements for each
successive anniversary of June 17, 1998 through 2004. Series A Preferred Stock
ranks senior to the Class A and B Common Stock with respect to dividend and
liquidation rights, and holders of Series A Preferred Stock generally have no
voting rights; however, there are certain exceptions including the right to
 
                                       15
<PAGE>
elect two additional directors if the equivalent of six quarterly dividends
payable on the Series A Preferred Stock are in default.
 
ITEM 6.  SELECTED FINANCIAL DATA
 
    In February 1997, PacifiCare's board of directors approved a change in the
Company's fiscal year end from September 30 to December 31. This resulted in a
transition period of October 1, 1996 through December 31, 1996. The following
selected financial and operating data are derived from the audited financial
statements of the Company and its subsidiaries or from the Company's unaudited
internal financial data. For clarity of presentation and comparability, the
following selected financial and operating data includes the unaudited period
for the twelve months ended December 31, 1996. The selected financial and
operating data should be read in conjunction with "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
also with "Item 8. Financial Statements and Supplementary Data."
 
                                       16
<PAGE>
INCOME STATEMENT DATA
  (IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
                                                             (TRANSITION
                                              (UNAUDITED)      PERIOD)
                                                TWELVE          THREE
                                YEAR ENDED   MONTHS ENDED   MONTHS ENDED    YEAR ENDED     YEAR ENDED     YEAR ENDED
                               DECEMBER 31,  DECEMBER 31,   DECEMBER 31,   SEPTEMBER 30,  SEPTEMBER 30,  SEPTEMBER 30,
                                 1997(1)        1996(2)         1996          1996(2)         1995          1994(3)
                               ------------  -------------  -------------  -------------  -------------  -------------
<S>                            <C>           <C>            <C>            <C>            <C>            <C>
Operating revenue............   $8,982,680    $ 4,807,856    $ 1,234,875    $ 4,637,305    $ 3,731,022    $ 2,893,252
                               ------------  -------------  -------------  -------------  -------------  -------------
Expenses:
  Health care services.......    7,658,879      4,017,383      1,039,345      3,872,747      3,077,135      2,374,258
  Other operating expenses...    1,125,299        605,546        154,996        585,081        505,644        398,064
  Impairment, disposition,
    restructuring and other
    charges..................      154,507         75,840        --              75,840        --             --
  Office of Personnel
    Management charge........       --             25,000        --              25,000        --             --
                               ------------  -------------  -------------  -------------  -------------  -------------
Operating income.............       43,995         84,087         40,534         78,637        148,243        120,930
Interest income, net.........       16,129         44,696         12,302         44,143         33,857         24,538
                               ------------  -------------  -------------  -------------  -------------  -------------
Income before income taxes
  and cumulative effect of a
  change in accounting
  principle..................       60,124        128,783         52,836        122,780        182,100        145,468
Provision for income taxes...       81,825         53,052         21,079         50,827         74,005         60,875
                               ------------  -------------  -------------  -------------  -------------  -------------
Income (loss) before
  cumulative effect of a
  change in accounting
  principle..................      (21,701)        75,731         31,757         71,953        108,095         84,593
Cumulative effect on prior
  years of a change in
  accounting principle.......       --            --             --             --             --               5,658
                               ------------  -------------  -------------  -------------  -------------  -------------
Net income (loss)............   $  (21,701)   $    75,731    $    31,757    $    71,953    $   108,095    $    90,251
                               ------------  -------------  -------------  -------------  -------------  -------------
                               ------------  -------------  -------------  -------------  -------------  -------------
Preferred dividends..........       (8,792)       --             --             --             --             --
                               ------------  -------------  -------------  -------------  -------------  -------------
Net income (loss) available
  to common shareholders.....   $  (30,493)   $    75,731    $    31,757    $    71,953    $   108,095    $    90,251
                               ------------  -------------  -------------  -------------  -------------  -------------
Basic earnings (loss) per
  share (4)..................   $    (0.75)   $      2.43    $      1.01    $      2.31    $      3.69    $      3.30
                               ------------  -------------  -------------  -------------  -------------  -------------
Diluted earnings (loss) per
  share(4)...................   $    (0.75)   $      2.39    $      1.00    $      2.27    $      3.62    $      3.22
                               ------------  -------------  -------------  -------------  -------------  -------------
                               ------------  -------------  -------------  -------------  -------------  -------------
OPERATING STATISTICS
  Medical care ratio (health
    care services as a
    percent of premium
    revenue)
    Consolidated.............         85.7%          84.5%          85.1%          84.4%          83.6%          83.1%
    Commercial...............         85.8%          82.8%          84.4%          83.1%          82.5%          80.5%
    Government...............         85.6%          85.6%          85.5%          85.4%          84.3%          85.2%
Marketing, general and
  administrative expenses as
  a percent of operating
  revenue....................         11.7%          12.4%          12.4%          12.4%          13.4%          13.6%
Operating income.............          0.5%           1.7%           3.3%           1.7%           4.0%           4.2%
Effective tax rate(5)........        136.1%          41.2%          39.9%          41.4%          40.6%          41.8%
Return on average
  shareholders' equity.......         (1.5)%          9.3%           3.9%           9.3%          18.9%          24.6%
 
<CAPTION>
 
                                YEAR ENDED
                               SEPTEMBER 30,
                                   1993
                               -------------
<S>                            <C>
Operating revenue............   $ 2,221,073
                               -------------
Expenses:
  Health care services.......     1,850,469
  Other operating expenses...       283,360
  Impairment, disposition,
    restructuring and other
    charges..................       --
  Office of Personnel
    Management charge........       --
                               -------------
Operating income.............        87,244
Interest income, net.........        21,083
                               -------------
Income before income taxes
  and cumulative effect of a
  change in accounting
  principle..................       108,327
Provision for income taxes...        45,631
                               -------------
Income (loss) before
  cumulative effect of a
  change in accounting
  principle..................        62,696
Cumulative effect on prior
  years of a change in
  accounting principle.......       --
                               -------------
Net income (loss)............   $    62,696
                               -------------
                               -------------
Preferred dividends..........       --
                               -------------
Net income (loss) available
  to common shareholders.....   $    62,696
                               -------------
Basic earnings (loss) per
  share (4)..................   $      2.30
                               -------------
Diluted earnings (loss) per
  share(4)...................   $      2.25
                               -------------
                               -------------
OPERATING STATISTICS
  Medical care ratio (health
    care services as a
    percent of premium
    revenue)
    Consolidated.............          84.1%
    Commercial...............          82.5%
    Government...............          85.6%
Marketing, general and
  administrative expenses as
  a percent of operating
  revenue....................          12.6%
Operating income.............           3.9%
Effective tax rate(5)........          42.1%
Return on average
  shareholders' equity.......          24.2%
</TABLE>
 
See footnotes described following "Balance Sheet Data"
 
                                       17
<PAGE>
FINANCIAL STATEMENT CHANGE STATISTICS
<TABLE>
<CAPTION>
                                                      YEAR ENDED        YEAR ENDED         YEAR ENDED         YEAR ENDED
                                                     DECEMBER 31,      SEPTEMBER 30,      SEPTEMBER 30,      SEPTEMBER 30,
                                                        1997(6)            1996               1995               1994
                                                    ---------------  -----------------  -----------------  -----------------
<S>                                                 <C>              <C>                <C>                <C>
Operating revenue.................................         86.8%             24.3%              29.0%              30.3%
                                                         ------             -----                ---                ---
Net income (loss)(2,3)............................       (128.7)%           (33.4)%             19.8%              44.0%
                                                         ------             -----                ---                ---
Earnings (loss) per share(2,3)....................       (131.5)%           (37.3)%             12.4%              43.1%
                                                         ------             -----                ---                ---
Total assets......................................        211.8%             (6.2)%             25.3%              59.4%
                                                         ------             -----                ---                ---
Total shareholders' equity........................        139.8%             12.5%              77.1%              29.5%
                                                         ------             -----                ---                ---
 
<CAPTION>
                                                       YEAR ENDED
                                                      SEPTEMBER 30,
                                                          1993
                                                    -----------------
<S>                                                 <C>
Operating revenue.................................          31.7%
                                                             ---
Net income (loss)(2,3)............................          43.8%
                                                             ---
Earnings (loss) per share(2,3)....................          26.4%
                                                             ---
Total assets......................................          39.3%
                                                             ---
Total shareholders' equity........................          60.5%
                                                             ---
</TABLE>
 
<TABLE>
<CAPTION>
                                              DECEMBER 31,  DECEMBER 31,  SEPTEMBER 30,  SEPTEMBER 30,  SEPTEMBER 30,  SEPTEMBER 30,
                                                  1997          1996          1996           1995           1994           1993
                                              ------------  ------------  -------------  -------------  -------------  -------------
<S>                                           <C>           <C>           <C>            <C>            <C>            <C>
MEMBERSHIP DATA
Commercial..................................    2,790,000     1,451,500      1,434,500      1,216,100        949,100        806,900
Government (Medicare & Medicaid)............    1,001,100       593,600        596,200        541,000        409,100        290,100
                                              ------------  ------------  -------------  -------------  -------------  -------------
Total membership............................    3,791,100     2,045,100      2,030,700      1,757,100      1,358,200      1,097,000
                                              ------------  ------------  -------------  -------------  -------------  -------------
                                              ------------  ------------  -------------  -------------  -------------  -------------
Percent change in membership................         85.4%          0.7%          15.6%          29.4%          23.8%          14.7%
                                              ------------  ------------  -------------  -------------  -------------  -------------
                                              ------------  ------------  -------------  -------------  -------------  -------------
BALANCE SHEET DATA
  (IN THOUSANDS)
Cash and equivalents and marketable
  securities................................   $1,545,382    $  962,482    $   700,093    $   811,525    $   710,608    $   437,231
Total assets................................   $4,867,958    $1,561,472    $ 1,299,462    $ 1,385,372    $ 1,105,548    $   693,646
Medical claims and benefits payable.........   $  715,600    $  278,800    $   268,000    $   288,400    $   302,900    $   255,000
Long-term debt, excluding current
  maturities................................   $1,011,234    $    1,370    $     5,183    $    11,949    $   101,137    $    21,821
Shareholders' equity........................   $2,062,187    $  860,102    $   823,224    $   732,024    $   413,358    $   319,294
</TABLE>
 
------------------------
 
(1) The 1997 results include the results of operations for the FHP Acquisition
    from February 14, 1997 (see Note 4 of the Notes to Consolidated Financial
    Statements). The 1997 results include $155 million of pretax charges ($129
    million or $3.18 diluted loss per share, net of tax) for the impairment of
    long-lived assets, restructuring and certain other charges (see Note 9 of
    the Notes to Consolidated Financial Statements). Operating income as a
    percentage of operating revenue before pretax charges was 2.2 percent.
    Return on average shareholders' equity before pretax charges was 7.3
    percent.
 
(2) The 1996 results include $101 million of pretax charges ($62 million or
    $1.96 and $1.97 diluted loss per share, net of tax for the year ended
    September 30 and the twelve months ended December 31, respectively) for the
    impairment of long-lived assets, potential government claims, dispositions
    and certain restructuring charges (see Note 9 of the Notes to Consolidated
    Financial Statements). Operating income as a percentage of operating revenue
    before pretax charges for 1996 was 3.8 and 3.9 percent, respectively for the
    year ended September 30 and the twelve months ended December 31. Return on
    average shareholders' equity before pretax charges for the year ended
    September 30, 1996 and the twelve months ended December 31, 1996 was 17.2
    percent and 17.0 percent, respectively.
 
(3) The 1994 results reflect the cumulative effect on prior fiscal years of a
    change in accounting principle. Diluted earnings per share before cumulative
    effect of a change in accounting principle for the year ended September 30,
    1994 was $3.02 per share. The cumulative effect of a change in accounting
    principle for the fiscal year ended September 30, 1994 was $0.20 per share.
    The fiscal year 1994 changes in net income and earnings per share before
    cumulative effect of a change in accounting principle are 34.9 percent and
    34.2 percent, respectively.
 
(4) Earnings per share have been restated to conform with the provisions of
    Statement of Financial Accounting Standards No. 128, "Earnings per Share."
    Basic earnings per share excludes the effect of all potentially dilutive
    securities. Diluted earnings per share includes the effect of the
    potentially dilutive securities (see Note 2 of the Notes to Consolidated
    Financial Statements). For the years ended September 30, 1993 through
    September 30, 1996 and for the three months and twelve months ended December
    31, 1996 the current presentation of diluted earnings per share is identical
    to the Company's former presentation of primary earnings per share. The
    potentially dilutive securities were not included in the calculation of
    diluted loss per share for 1997 because they were anti-dilutive.
 
(5) Effective income tax rate includes the effect of non-deductible pretax
    charges.
 
(6) Changes as compared to the unaudited period for the 12 months ended December
    31, 1996.
 
                                       18
<PAGE>
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS
 
RESULTS OF OPERATIONS
 
    In February 1997, PacifiCare's board of directors approved a change in the
Company's fiscal year end from September 30 to December 31. This resulted in a
transition period from October 1, 1996 to December 31, 1996, which has been
audited. However, for clarity of presentation and comparability, the discussion
of results of operations compares the year ended December 31, 1997 to the
unaudited twelve months ended December 31, 1996, followed by a comparison of the
fiscal year ended September 30, 1996 to the fiscal year ended September 30,
1995. For purposes of the comparison of the year ended December 31, 1997 to the
twelve months ended December 31, 1996, the unaudited twelve months ended
December 31, 1996 are referred to as the prior year.
 
    On February 14, 1997 the Company consummated the FHP Acquisition for a total
purchase price including transaction costs of $2.2 billion. The FHP Acquisition
has been accounted for as a purchase. The Company's consolidated results of
operations include the results of FHP from the date of the FHP Acquisition (see
Note 4 of the Notes to Consolidated Financial Statements).
 
1997 COMPARED WITH 1996
 
    Total operating revenue increased 87 percent to $9.0 billion for the year
ended December 31, 1997 from $4.8 billion for the same period in the prior year.
FHP contributed approximately $3.6 billion or 85 percent of the increase in
revenue. Enrollment gains (net of the FHP Acquisition) in both the government
and commercial programs increased revenue by six percent. Premium increases,
mainly in the government programs, along with the Company's specialty managed
care products and services, contributed the remainder of the increase. Total HMO
membership increased 85 percent to approximately 3.8 million members at December
31, 1997, from approximately 2.0 million members at December 31, 1996, due
primarily to the FHP Acquisition. The Company acquired approximately 1.5 million
and 0.4 million commercial and government members, respectively, as part of the
FHP Acquisition.
 
    Commercial premiums increased 97 percent over the prior year with
approximately 92 percent of the total increase related to the FHP Acquisition.
Enrollment gains in the commercial programs, net of acquisition membership,
accounted for seven percent, while premium rates remained relatively flat.
Excluding the FHP Acquisition, the Company has experienced a decrease in the
rate of membership growth compared to the prior year. This decrease is partly
due to the disposition of the Company's Florida operations. Additionally, the
Company has shifted its focus from one of rapid growth to improved profit
margins through the use of a more disciplined product pricing strategy.
 
    Government premiums increased 85 percent as compared to the twelve months
ended December 31, 1996 with 81 percent of the total increase related to the FHP
Acquisition. On January 1, 1997, the Company received premium rate increases
from HCFA averaging over six percent. Government per member premium rates also
increased as a result of the Company's exit of its Medicaid lines of business in
certain of the Company's markets, which have lower average per member premiums.
These increases were offset slightly by reductions in member paid supplemental
premiums in several of the Company's markets. The combined increases in the per
member premium rates increased revenue by almost 14 percent as compared to the
prior year. Enrollment gains in the government programs, net of acquisition
membership, accounted for an additional five percent of the increase in
government premiums.
 
    The increase in the commercial medical care ratio includes higher cost FHP
provider contracts, increased non-capitated physician costs and increased out of
area emergency room costs as compared to the prior year.
 
                                       19
<PAGE>
    The government programs' medical care ratio for the year ended December 31,
1997 remained flat as compared to the prior year. This consistency largely
reflects the FHP Acquisition, which had lower cost provider contracts and
generally higher reimbursement for Medicare risk membership. Additionally, the
wind down of the Medicaid business contributed to slight decreases in the
government medical care ratio. These decreases were partially offset by enhanced
prescription drug benefits provided to enrollees combined with lower member paid
supplemental premiums.
 
    As a percentage of operating revenue, marketing, general and administrative
expenses decreased slightly as compared to the prior year, excluding the pretax
charges for 1997 and 1996 as discussed below. The decrease reflects reduced or
eliminated FHP marketing, continued administrative savings, including lower than
expected staffing and greater than expected efficiencies resulting from the
integration of the FHP administrative operations and information systems.
 
    The Company recognized pretax charges totaling $155 million ($129 million or
$3.18 diluted loss per share, net of tax) for the year ended December 31, 1997
and $101 million ($62 million or 1.97 diluted loss per share, net of taxes) for
the twelve months ended December 31, 1996. The 1997 pretax charges included
fourth quarter write-offs associated with the impairment of goodwill in certain
of the Company's markets, restructuring charges and certain other charges. The
1996 pretax charges included an impairment of goodwill, a disposition loss
restructuring and OPM charges.
 
    During the fourth quarter of 1997, the Company recognized a $124 million
($111 million or $2.73 diluted loss per share, net of tax) charge for goodwill
and intangible assets which were impaired and no longer recoverable from future
operations. These pretax charges relate to the following markets and products:
 
    -  $63 million for the Utah HMO;
 
    -  $40 million for the Washington health plan; and
 
    -  $21 million primarily for discontinued workers' compensation products.
 
    As discussed in the second quarter, Utah's operating losses were related to
lower than expected 1997 premium rate increases coupled with a shift of
membership from capitated to non-capitated health care providers as a
significant health care provider contract switched from capitation to
fee-for-service. The Company agreed to continue this contract to ensure an
adequate infrastructure to service the Utah membership. At the same time, the
Utah information systems migrated to the standard FHP system in anticipation of
the conversion of the FHP system into the Company's common system. As a result,
increased utilization under the new fee-for-service contract was not visible
until the fourth quarter of 1997 when conversion reconciliations discovered
significant unpaid claims as well as claims paid inaccurately. The Company
expects that economic and competitive conditions in Utah will continue to
minimize premium increases and will make provider capitation contracting
difficult. Because the 1997 losses and the cash flow analysis did not support
the recoverability of goodwill, the Company recorded an impairment charge and
announced that it will exit or otherwise dispose of the Utah operations.
 
    Since its acquisition, the Washington market has had a history of operating
losses. While capitated contracts have been implemented, claims payment issues
continue as most providers are not able to administer the claims process.
Utilization also continues to be higher than expected. The Company determined
that goodwill and intangibles were no longer recoverable and recorded an
impairment charge in light of the historical and increasing losses in the market
and expected future cash flows.
 
    The Company owns a subsidiary which provides workers' compensation benefits.
In developing its 1998 business plan, the Company determined that California
legislation did not allow workers' compensation products to be priced at a
competitive rate that would result in the required return on investment. Without
a profitable California revenue stream, the remaining business did not support
the recoverability of the goodwill and the impairment was recorded.
 
                                       20
<PAGE>
    The Company is committed to the successful integration of FHP and as part of
that process continually assesses the efficiency of its operations and
determines whether duplicative functions or facilities exist. As a result of
that commitment, the Company identified opportunities to restructure and
streamline operations which resulted in recording a restructuring charge in the
fourth quarter of 1997 in the amount of $15 million ($9 million or $0.22 diluted
loss per share, net of tax). The restructuring charges include work force
reductions, facility consolidation and other related cost accruals. To improve
efficiency and reduce costs, the Company experienced a work force reduction.
Work force costs of $8 million primarily include employee severance related to
involuntary termination programs. Lease terminations of $5 million pretax were
associated with the consolidation of administrative and operations office space.
Other related charges totaled $2 million, pretax. Cash flows from operations are
expected to fund all of the restructuring charges. The restructuring should be
complete by December 1998.
 
    Approximately $16 million ($9 million, or $0.23 diluted loss per share, net
of tax) of other charges were recorded for contracts for which the anticipated
future health care costs exceed the premiums. Approximately $13 million ($8
million, or $0.19 diluted loss per share, net of tax) related to PacifiCare of
Utah due to the continuing losses anticipated by the plan. The remaining charge
for loss contract accruals pertains to a workers' compensation insurance company
and an HMO plan.
 
    During 1996, the Company decided that its PacifiCare of Florida ("Florida")
subsidiary would not launch the Secure Horizons program and withdrew its HCFA
application after considering the effects of enhanced state regulation, reduced
Medicaid reimbursement, and continued losses experienced in the Florida market.
The business strategy for Florida profitability was based on launching of the
Company's Secure Horizons program. Accordingly, the Company recognized a $59
million ($34 million or $1.10 diluted loss per share, net of tax) charge for the
impairment of goodwill and decided to sell its Florida operations.
 
    Effective June 1, 1996, Florida sold the assets of its staff-model medical
clinics resulting in a pretax loss of $9 million ($8 million or $0.26 diluted
loss per share, net of tax).
 
    During 1996, management approved a plan relating for the discontinuation of
certain specialty heath care products and services that do not meet the
Company's strategic and economic return objectives, including a reduction in
work force and the establishment of regional customer service centers. A
restructuring charge of $8 million ($5 million or $0.15 diluted loss per share,
net of tax) was recognized which included employee severance related to an
involuntary work force reduction of approximately $4 million, write-offs of
assets designated for disposition of approximately $3 million, and other related
costs of approximately $1 million. The restructuring was financed by cash flows
from operations and actual expenditures did not differ materially from amounts
accrued.
 
    In June 1996, a pretax charge was recognized of $25 million ($15 million, or
$0.46 diluted loss per share, net of tax) for an increase of reserves in
anticipation of negotiations relating to potential governmental claims for
contracts with OPM. The Company's HMO subsidiaries have commercial contracts
with OPM to provide managed health care services to members under FEHBP. In the
normal course of business, OPM audits health plans with which it contracts to,
among other things, verify that the premiums calculated and charged to OPM are
established in compliance with the best price community rating guidelines
established by OPM. OPM typically audits plans once every five or six years and
each audit covers the prior five or six year period. Depending on the type of
contract the Company has with OPM, OPM will audit one or more health plans at
the same time. OPM has notified PacifiCare of its intent to audit or has
recently completed an audit of the majority of the Company's health plans. While
the government's initial on-site audits are usually followed by a post-audit
briefing in which the government indicates its preliminary results, final
resolution and settlement of the audits have historically taken a minimum of
three to five years.
 
    In addition to claims made by the auditors as part of the normal audit
process, the OPM may also refer their results to the United States Department of
Justice ("DOJ") for potential legal action under the False Claims Act. The DOJ
has the authority to file a claim under the False Claims Act if it believes that
 
                                       21
<PAGE>
the health plan knowingly overcharged the government or otherwise submitted
false documentation or certifications. In False Claim Act actions, the
government may impose trebled damages and a civil penalty of not less than
$5,000 nor more than $10,000 for each separate alleged false claim. In November
1997, the Company was notified that the 1995 audit of the operations of the
Company's Oklahoma HMO subsidiary, had been referred to the DOJ. The Company is
negotiating to settle this matter with the DOJ.
 
    Interest income, net of interest expense, decreased approximately $29
million for the year ended December 31, 1997 compared to the prior year due
primarily to increased borrowings to finance the FHP Acquisition.
 
    The majority of the pretax charges the Company recorded in the fourth
quarter of 1997 are not deductible for income tax purposes. Therefore, the
Company did not record an income tax benefit for most of these charges. The
magnitude of these charges, in conjunction with the inability to record a
related income tax benefit, resulted in the Company reporting a
disproportionately high effective income tax rate. The effective income tax rate
without the effect of the pretax charges was approximately 50 percent, which is
an increase over the prior year. This increase reflects the additional goodwill
amortization expense over the prior year related to the FHP Acquisition.
 
    For the year ended December 31, 1997 income excluding the pretax charges
described above was $107 million or $2.43 diluted earnings per share. For the
year ended December 31, 1996 income exclusive of the pretax charges was $138
million or $4.36 diluted earnings per share. The decrease over the prior year
reflects the increase in the commercial medical care ratio, increased
amortization expense, the increase in interest expense related to the FHP
Acquisition and an increase in the shares used to calculate earnings per share.
 
    For the year ended December 31, 1997 the Company adopted the provisions of
Statement of Financial Accounting Standards ("SFAS")No. 128, "Earnings Per
Share". This statement requires a dual presentation of earnings per share, basic
and diluted and restatement of earnings per share for prior years. The adoption
of this statement did not materially change the Company's calculation of
earnings (loss) per share for any reported period.
 
    Due mainly to the pretax charges in the fourth quarter, and the high
effective tax rate which resulted in the Company reporting a net loss per share,
the convertible preferred stock and stock options or potentially dilutive
securities included in the calculation of diluted loss per share in the fourth
quarter and for 1997 were anti-dilutive. Since the potentially dilutive
securities were anti-dilutive, the calculation of the diluted loss per share is
identical to the basic loss per share.
 
    The Class A Common Stock, Class B Common Stock and Series A Preferred Stock
issued in conjunction with the FHP Acquisition (see Note 4 of the Notes to
Consolidated Financial Statements) caused a significant increase in the shares
outstanding used in computing earnings per share between the fiscal quarters.
Due to the significant increase in shares outstanding and the anti-dilutive
effect of the potentially dilutive securities during the fourth quarter, the sum
of the quarterly earnings (loss) per share does not equal the 1997 year-to-date
loss per share.
 
FISCAL YEAR 1996 COMPARED WITH FISCAL YEAR 1995
 
    Total operating revenue increased $906 million to $4.6 billion for the
fiscal year ended September 30, 1996 from $3.7 billion for the same period in
the prior fiscal year. Enrollment gains in both the government and commercial
programs, offset slightly by decreases in commercial premium rates, provided an
increase in total operating revenue of $787 million. The remaining operating
revenue increase was contributed by the incremental operations of acquisitions
described in Note 4 of the Notes to Consolidated Financial Statements and the
Company's specialty managed care products and services.
 
    Commercial premiums increased $355 million or 23 percent to $1.9 billion for
the fiscal year ended September 30, 1996 from $1.5 billion in fiscal 1995.
Commercial HMO membership increased by 0.2 million to 1.4 million due to
continued growth in all markets except Florida. Commercial HMO membership growth
provided $281 million of the increase, more than offsetting average premium rate
 
                                       22
<PAGE>
decreases of one percent, primarily in California. The effects of acquisitions
described above and the commercial specialty managed care products and services
provided the remainder of the increase in commercial premiums.
 
    Government premiums rose $550 million or 25 percent to $2.7 billion for the
fiscal year ended September 30, 1996 from $2.2 billion in fiscal 1995.
Enrollment gains, predominantly in the Secure Horizons programs, accounted for
$430 million or 78 percent of the increase. The remainder of the premium
increase is attributable to incremental acquisitions and premium rate increases
averaging four percent.
 
    The increase in the commercial medical care ratio for the fiscal year ended
September 30, 1996 was primarily attributable to increased PPO and indemnity
costs of the Company's specialty managed care products and services combined
with higher physician and prescription drug costs in the Company's HMOs.
Exclusive of the Company's PPO and indemnity products, the commercial medical
care ratio decreased slightly through improved contracting arrangements. Many of
the Company's newer markets experienced more membership growth than the Company
as a whole. However, with provider networks less sophisticated in managed care,
these newer markets contributed to a higher medical care ratio. The more mature
commercial markets experienced slightly improved medical care ratios from fiscal
year 1995.
 
    The increase in the medical care ratio for the government programs reflected
increased physician and hospital costs on a per member basis due to higher
membership growth in areas with higher provider costs combined with lower member
supplemental premiums and enhanced benefits to enrollees. These increased costs
are partially offset by January 1, 1996 HCFA premium rate increases.
 
    Marketing, general and administrative expenses increased $78 million to $576
million for the fiscal year ended September 30, 1996 from $498 million for
fiscal year 1995. However, as a percentage of operating revenue, marketing,
general and administrative expenses decreased by one percent. The decrease was
primarily attributable to the Company's reduction of performance based employee
incentives due to current fiscal year operating results not meeting anticipated
fiscal year 1996 targets. Additionally, the Company realized the benefit derived
from prior investments in the Company's infrastructure which have proven
adequate to support the growth in membership.
 
    As discussed previously, the Company recognized pretax charges for the
fiscal year ended September 30, 1996 totaling $101 million ($62 million or $1.96
diluted loss per share, net of tax) (see Note 9 of the Notes to Consolidated
Financial Statements).
 
    Net interest income increased by approximately $10 million compared to the
prior fiscal year primarily due to increased cash available for investment
purposes at higher interest rates than fiscal year 1995 and lower interest
expense associated with decreased debt service.
 
    The increased consolidated effective income tax rate for the fiscal year
ended September 30, 1996 was attributable to the charges for the disposition and
goodwill impairment described in Note 9 of the Notes to Consolidated Financial
Statements, some of which are not deductible for income tax purposes.
 
    Income exclusive of the impairment, disposition, restructuring and OPM
charges described above was $134 million or a 24 percent increase over fiscal
year 1995. Diluted earnings per share before impairment, disposition,
restructuring and OPM charges, increased 17 percent or $0.61 to $4.23 for the
fiscal year ended September 30, 1996. The increases reflect membership growth in
both the commercial and government programs and lower marketing, general and
administrative costs, partially offset by increases in health care service
expenses.
 
LIQUIDITY AND CAPITAL RESOURCES
 
    The Company has significant short-term liquidity with 1997 year-end cash,
equivalents and marketable securities of $1.5 billion, a 61 percent increase
from December 31, 1996 primarily attributable to the FHP Acquisition and results
of operations. The Company's cash flow requirements for 1997 were met by funds
provided from operations. Financing activities, including the issuance of common
and preferred equity
 
                                       23
<PAGE>
securities, provided funds for the FHP Acquisition. The Company issued 2,339,402
shares of Class A Common Stock, 7,352,965 shares of Class B Common Stock and
10,517,044 shares of Series A Preferred Stock in connection with the FHP
Acquisition.
 
    Net cash used in investing activities included $1.0 billion, $5 million and
$135 million for acquisitions and $68 million, $23 million and $25 million for
property, plant and equipment purchases in 1997, fiscal 1996 and fiscal 1995,
respectively. In 1997, net cash provided by financing activities included $1.1
billion in borrowings under its $1.5 billion credit facility. Cash payments of
$210 million reduced the credit facility balance to $910 million at December 31,
1997 (see Note 5 of the Notes to Consolidated Financial Statements). The cash
received from the sale of the Talbert stock in 1997 substantially offset the
capital contributions made to Talbert (see Note 4 of the Notes to Consolidated
Financial Statements). Cash received for the issuance of common stock provided
cash in 1997, fiscal 1996 and fiscal 1995 of $44 million, $13 million and $201
million, respectively. The Company issued 991,813 shares, 381,418 shares and
338,608 shares of common stock for benefit plans in 1997, fiscal 1996 and fiscal
1995, respectively. The Company paid approximately $9 million of preferred stock
dividends in 1997.
 
    In January 1998 the Company's board of directors approved a plan to
repurchase shares of the Company's equity instruments. The Company successfully
renegotiated terms of the credit facility to increase the maximum amount of
repurchases permitted to $500 million. The Company will purchase stock using
cash flows from operations and additional borrowings under its credit facility.
Shares repurchased will be available for reissuance in connection with the
Company's employee benefit plans or for other corporate purposes. As of February
28, 1998, the Company had repurchased 42,000 shares of its Class A Common Stock
and 406,000 shares of its Class B Common Stock for an aggregate amount of $23
million.
 
NEW ACCOUNTING PRONOUNCEMENTS
 
    The Financial Accounting Standards Board ("FASB") has issued several
pronouncements regarding disclosure that the Company will adopt in 1998.
 
    SFAS No. 129, "Disclosure of Information about Capital Structure,"
consolidates the existing guidance relating to an entity's capital structure.
The required capital structure disclosures include liquidation preferences of
preferred stock, information about the pertinent rights and privileges of the
outstanding equity securities and the redemption amounts of all issues of
capital stock that are redeemable at fixed or determinable prices on fixed or
determinable dates.
 
    SFAS No. 130, "Reporting Comprehensive Income," establishes new rules for
the reporting and display of comprehensive income and its components in a
complete set of general-purpose financial statements as well as in interim
period financial statements.
 
    SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information," significantly changes the way public companies report segment
information in annual financial statements and also requires those companies to
report selected segment information in interim financial reports. Under
Statement 131, public companies will report financial and descriptive
information about their operating segments. Operating segments are
revenue-producing components of the enterprise for which separate financial
information is produced internally and are subject to evaluation by the chief
operating decision maker in deciding how to allocate resources to segments.
 
    In March 1998, the Accounting Standards Executive Committee of the American
Institute of Certified Public Accountants is expected to issue Statement of
Position ("SOP"), "Accounting for the Costs of Computer Software Developed For
or Obtained For Internal-Use." Under the SOP, effective in 1999, certain
computer software costs are required to be capitalized and amortized to income
over the software's estimated useful life. The Company will adopt the SOP in
1999.
 
                                       24
<PAGE>
DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS
 
    The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward looking statements to encourage companies to provide
prospective information about themselves without fear of litigation so long as
those statements are identified as forward looking and are accompanied by
meaningful cautionary statements identifying important factors that could cause
actual results to differ materially from those projected in the statements. The
statements contained in this section, and throughout the document, are based on
current expectations. These statements are forward looking and actual results
may differ materially from those projected in the forward looking statements,
which statements involve risks and uncertainties. In addition, past financial
performance is not necessarily a reliable indicator of future performance and
investors should not use historical performance to anticipate results or future
period trends. Shareholders are also directed to the other risks discussed in
other documents filed by the Company with the SEC.
 
FORWARD LOOKING INFORMATION UNDER THE PRIVATE SECURITIES LITIGATION ACT OF 1995
 
    MEMBERSHIP.  The Company's membership for the year ended December 31, 1998
is expected to decline in the commercial program. In accordance with the
Company's strategic focus shifting from one of rapid growth to improved margin
performance, the Company's emphasis is on renewing employer contracts with
sufficient price increases to improve gross margin. Specifically, the Company
has implemented commercial price increases including increases of more than 10
percent in conjunction with open enrollment in all markets, including
concentrated efforts in Utah and Washington which may result in net membership
attrition. In addition to pricing increases, the Company has or intends to exit
certain geographical areas where the premiums are insufficient to support the
cost of health care in that area. Combined with continued increases in
competition and the disposition of its Utah subsidiary which currently has
approximately 154,000 commercial members, the Company expects to see minimal
growth or declines in commercial membership in 1998.
 
    The rate of increase in government membership is expected to decline in 1998
as compared to 1997 as competition increases and the Company continues the
migration of FHP senior members into the Company's benefit structures and the
combined provider network. Additionally, the government membership will decrease
by the approximately 25,000 government members serviced by Utah when the
disposition is complete.
 
    An unforeseen loss of profitable membership could have a material adverse
effect on the Company. Factors which could contribute to the loss of membership
include issues related to the integration of the Company and FHP in retaining
FHP's members as the Company combines the PacifiCare and FHP health plans, sale
of certain managed care operations, failure to obtain new customers or to retain
existing customers, effect of premium increases, reductions in workforce by
existing customers, adverse publicity and news coverage, inability to carry out
marketing and sales plans, or the loss of key executives or key employees.
 
    HEALTH CARE PROVIDER CONTRACTS.  The Company's profitability depends, in
part, on its ability to maintain effective control over health care costs while
providing members with quality care. Specifically, capitating providers in Utah,
Nevada and Washington and recontracting with providers in Oregon will be
critical to improved results of operations for those markets. Securing cost
effective contracts with existing and new physician groups is more difficult due
to increased competition. The negotiation of provider contracts, generally as of
January 1, may be impacted by adverse state and federal legislation and
regulation discussed below. Failure to secure cost effective contracts may
result in a loss in membership or a higher medical care ratio. The Company's
inability to contract with providers, loss of contracts with providers,
inability of providers to provide adequate care or insolvency of providers could
materially and adversely affect the Company. These contracting and insolvency
risks include: a loss of membership; incurring additional expenses to meet the
requirement to continue to arrange for health care services,
 
                                       25
<PAGE>
among other things, for members; the inability to obtain reimbursement due the
Company from providers; the expenditure of additional funds to maintain adequate
provider networks and assertion of claims by third parties against the Company.
The effect of these risks could result in the recognition of a charge in a
future period.
 
    COMMERCIAL MEDICAL CARE RATIO.  The commercial medical care ratio for the
year ended December 31, 1998 is expected to decrease as compared to 1997. The
Company expects improvements as it continues renegotiation of provider
contracts, implements capitated contracts and implements price increases. Price
increases on a consolidated company basis are expected to increase by an average
of four percent, with increases ranging from zero to over ten percent. Moreover,
higher premium rates offered during open enrollment periods should result in the
elimination of some high medical care ratio membership. During 1998, the Company
will concentrate its efforts on continued renegotiations with providers,
including the acquired FHP contracts. Successful renegotiation of these
contracts should reduce the medical care ratio. Finally, the disposition of
Utah, which currently runs a higher than average medical care ratio, should help
to improve the commercial medical care ratio. These improvements are expected to
be slightly offset by increased prescription drug costs.
 
    GOVERNMENT MEDICAL CARE RATIO.  In 1998, the government medical care ratio
is expected to remain consistent with that of 1997. The Company has received
notice from HCFA that in 1998 it will be receiving premium rate increases
ranging from two percent in the Company's largest markets to six percent in
smaller markets resulting in overall weighted average premium rate increases of
a little over two percent. Competitive pressures in the Medicare market may
require enhanced benefits. The implementation of Medicare reform provisions
which curtail program spending and allow the entry of new forms of competitor
plans could further increase competitive pressures (see Legislation and
Regulation below). The 1998 HCFA rate increases and lower FHP government medical
care ratio are expected to be offset by these competitive pressures.
 
    MEDICAL CARE RISK FACTORS.  The commercial and government medical care ratio
expectations discussed above could be affected by various uncertainties,
including increases in medical and prescription drug costs which have been
escalating faster than premium increases in recent years, increases in
utilization and costs of medical services and the effect of actions by
competitors or groups of providers, termination of provider contracts or
renegotiation thereof at less cost-effective rates or terms of payment, or the
inability to complete a timely, successful disposition of the Company's Utah
subsidiary. In addition, the commercial and government medical care ratio
expectations for the HMOs acquired in the FHP Acquisition could be impacted by
the conversion to PacifiCare computer systems over the next eighteen months
which may result in reduced timely visibility of actual claims costs.
 
    MARKETING, GENERAL AND ADMINISTRATIVE SUPPORT.  In 1998, marketing, general
and administrative expenses as a percentage of operating revenue are expected to
decrease slightly from 1997. The Company expects to experience additional costs
associated with the integration of FHP largely related to upgrading and
converting information systems to maintain and enhance the Company's competitive
edge in information technology. These additional costs are expected to be offset
as the Company realizes the benefits of restructuring and a full year of
synergies as a result of the FHP transaction.
 
    Marketing, general and administrative expenses could be adversely impacted
by the need for additional advertising, marketing, administrative, or management
information systems expenditures and the inability to carry out marketing and
sales plans. The ability of PacifiCare to realize the anticipated benefits and
synergies related to the FHP Acquisition is subject to the following additional
uncertainties, among others: the ability to eliminate duplicative functions
while maintaining acceptable performance levels and the possibility that the
continued integration will result in a loss of providers, employers, members or
key employees.
 
                                       26
<PAGE>
    1998 DISPOSITIONS.  While the Company has previously announced its intention
to dispose of its Utah and workers' compensation operations in 1998, other
dispositions could be announced as the Company continues to evaluate whether
certain subsidiaries or products fit within its core business strategy. There is
no guarantee that the Company will be successful in selling all or a portion of
the Utah or workers' compensation operations at a price sufficient to avoid
disposition losses. Such losses could include restructuring expenses for
severance, lease and contract terminations as well as impairment of long-lived
assets. There can be no assurance that the dispositions will not result in
additional pretax charges. The Company believes, however, that any disposition
operating losses would not materially affect the Company's consolidated
financial position. However, the disposition losses could have a material
adverse effect on the results of operations or cash flows of a future quarter.
 
    IMPAIRMENT OF LONG-LIVED ASSETS.  The Company assesses the recoverability of
its long-lived assets (including goodwill and intangibles) on an annual basis or
whenever adverse events or changes in circumstances or the business climate
indicate that expected undiscounted future cash flows for individual business
units may not be sufficient to support the recorded asset. Based on the 1997
annual analysis, certain of the Company's operations will require more frequent
monitoring in 1998. In addition, at December 31, 1997 certain of the Company's
property, plant and equipment was determined to be recoverable because of
long-term operating lease agreements. Should there be a change in the rental
income stream, an impairment for these assets may be necessary. The Company
believes that this impairment would not materially affect the Company's
consolidated financial position. However, the impairment charges could have a
material adverse effect on the results of operations or cash flows.
 
    YEAR 2000.  In 1996, the Company developed and began execution of an
enterprise wide plan to ensure application and systems compliance for the year
2000. The Company currently expects the project to be complete by the end of
1998 and to cost less than $10 million. This estimate includes internal costs,
but excludes the costs to upgrade and replace systems in the normal course of
business. As of December 31, 1997, approximately $2 million had been expensed
related to this project. An additional component of this project is the written
confirmation from all systems vendors ensuring year 2000 compliance in
conjunction with the Company's target deadlines. The Company is currently
assessing the impact, if any, of year 2000 issues it may encounter with entities
with which it electronically interacts, including HCFA. If HCFA or certain other
entities experience significant failures or erroneous applications, it could
have a material adverse effect on the Company's financial position, results of
operations or cash flows.
 
    OFFICE OF PERSONNEL MANAGEMENT CONTINGENCIES.  The Company intends to
negotiate with OPM and DOJ on all matters to attain a mutually satisfactory
result. While there is no assurance that the negotiations will be concluded
satisfactorily or that additional liability will not be incurred, management
believes that any ultimate liability in excess of amounts accrued, which could
arise upon completion of the audits by OPM of the health plans, would not
materially affect the Company's consolidated financial position. However, such
liability could have a material adverse effect on results of operations or cash
flows of a future quarter if resolved unfavorably (see Note 10 of the Notes to
Consolidated Financial Statements).
 
    LIQUIDITY AND CAPITAL RESOURCES.  The Company's credit facility requires
mandatory reductions of the outstanding principal balance beginning January 1999
and is required to be paid in full by January 1, 2002. As of December 31, 1997,
the outstanding balance on the credit facility would not require a reduction
until July 1, 2001. The Company believes cash flows from operations, existing
cash equivalents, marketable securities and other financing sources will be
sufficient to meet the requirements of the credit facility and will provide
sufficient liquidity for operations in the foreseeable future.
 
    Cash flows could be adversely affected because the Company is subject to
greater operating leverage due to its higher levels of indebtedness as a result
of the FHP Acquisition. The Company's plan to repurchase shares of outstanding
stock may result in the reduction of cash and equivalents or in additional
borrowings on its credit facility. Additional borrowings on the credit facility
may result in the Company
 
                                       27
<PAGE>
being subject to earlier mandatory reduction of its outstanding balance.
Additionally, should the credit facility be fully drawn, the Company's ability
to make a payment on, or repayment of, its future obligations under the credit
facility and $100 million of senior notes of FHP assumed by the Company will be
significantly dependent upon the receipt of funds from the Company's
subsidiaries. These subsidiary payments represent fees for management services
rendered by the Company to the subsidiaries and cash dividends by the
subsidiaries to the Company. Nearly all of the subsidiaries are subject to HMO
regulations or insurance regulations and may be subject to substantial
supervision by one or more HMO or insurance regulators. Subsidiaries subject to
regulation must meet or exceed various fiscal standards imposed by HMO or
insurance regulations, which may from time to time, impact the amount of funds
that may be paid by subsidiaries to the Company. Additionally, from time to
time, the Company advances funds, in the form of a loan or capital contribution,
to its subsidiaries to assist them in satisfying federal or state financial
requirements. If a federal or state regulator has concerns about the financial
position of a subsidiary, as a result of costs being incurred by such
subsidiary, a regulator may impose additional financial requirements on the
subsidiary which may require additional funding from the Company.
 
    LEGISLATION AND REGULATION.  The Company's success is significantly impacted
by federal and state legislation and regulation, including Medicare legislation.
Almost 60 percent of the Company's revenue, and an even greater percentage of
its profit, comes from its government programs, the majority of which is
Medicare risk business. Actual results may differ materially from expected
results discussed throughout this document because of adverse state and federal
legislation and regulation. This includes limitations on premium levels;
increases in minimum capital and reserves and other financial viability
requirements; prohibition or limitation of capitated arrangements or provider
financial incentives; benefit mandates (including mandatory length of stay and
emergency room coverage, many of which are effective in 1998) and limitations on
the ability to manage care and utilization of any willing provider and direct
access laws. It also includes adverse actions of governmental payors, including
unilateral reduction of Medicare premiums payable; discontinuance of or
limitation on governmentally funded programs and recovery by governmental payors
of previously paid amounts; the inability to increase premiums or prospective or
retroactive reductions to premium rates for federal employees; adverse
regulatory determinations resulting in care or limitations of licensure, and
certification or contracts with governmental payors; and consolidation of
operations or other efforts to integrate FHP.
 
    On August 5, 1997, President Clinton signed into law the Balanced Budget Act
of 1997, which enacted numerous revisions to the Medicare program. The law
replaces the risk contract program with a new "Medicare+Choice" program, which
is intended to increase Medicare enrollment in private health plans. During
1998, HCFA is expected to promulgate regulations that will allow participation
in the Medicare+Choice program by HMOs, preferred provider organizations,
point-of-service plans, provider-sponsored organizations and fee-for-service
plans and provide for a new medical savings account demonstration project for
Medicare beneficiaries. The law also revises the formula used by HCFA to
calculate payments to Medicare health plans by establishing minimum payment
levels and annual increases and limiting the overall rate of payment growth.
Further, the law enacts new requirements for risk adjustment, information
disclosure, quality measurement and improvement and beneficiary enrollment,
among other provisions. The Company believes that any slowdown in the rate of
premium growth may be offset by the effect of this new legislation encouraging
managed health care for Medicare beneficiaries. The loss of Medicare contracts
or termination or modification of the HCFA risk-based Medicare program could
have a material adverse effect on the revenue, profitability and business
prospects of the Company.
 
    Additionally, recently adopted federal legislation, among other things,
repeals the requirement that at least half of a Medicare health plan's
enrollment be drawn from commercial contracts (the "50/50 Rule") beginning
January 1, 1999, and gives the Department of Health and Human Services broad
authority to waive the 50/50 Rule for certain plans beginning January 1, 1998.
The Company believes that the repeal of the 50/50 Rule will allow it to develop
Medicare risk programs in markets where it does not have
 
                                       28
<PAGE>
operations through expansion of the Secure Horizons programs and affiliations
between its Medicare risk management subsidiary and health plans or providers in
such markets.
 
    LEGAL PROCEEDINGS.  The Company has been served with several purported class
action suits alleging violations of federal securities laws by the Company and
by certain of its officers and directors. The complaints relate to the period
from the date of the FHP Acquisition through the Company's November 25, 1997
announcement that earnings for the fourth quarter of 1997 would be lower than
expected. These complaints primarily allege that the Company previously omitted
and/or misrepresented material facts with respect to its costs, earnings and
profits. These suits are at a very early stage and no discovery has occurred.
The Company believes it has good defenses to the claims in these suits and is
contesting them vigorously.
 
    The Company is also involved in legal actions in the normal course of
business, some of which seek monetary damages, including claims of punitive
damages which are not covered by insurance. After review, including consultation
with counsel, based on current information, management believes any ultimate
liability in excess of amounts accrued which would likely arise from these
actions (including the purported class actions) would not materially affect the
Company's consolidated financial position, results of operations or cash flows.
However, management's evaluation of the likely impact of these actions could
change in the future and an unfavorable outcome, depending upon the amount and
timing, could have a material adverse effect on the Company's results of
operations or cash flows of a future quarter.
 
    OTHER.  Results may differ materially from those projected, forecast,
estimated and budgeted by the Company due to adverse results in ongoing audits
or in other reviews conducted by federal or state agencies or health care
purchasing cooperatives; adverse results in significant litigation matters; and
changes in interest rates causing an increase in interest expense.
 
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
    See the Index included at "Item 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K."
 
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND ACCOUNTING AND
         FINANCIAL DISCLOSURE
 
    There have been no changes in the Registrant's independent auditors or
disagreements with such auditors on accounting principles or practices or
financial statement disclosure within the last two years.
 
                                    PART III
 
ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 
    The information required by Item 10 is contained in the Company's 1998 Proxy
Statement and is incorporated herein by reference. Such Proxy Statement is
expected to be filed with the Securities and Exchange Commission not later than
120 days subsequent to December 31, 1997.
 
ITEM 11.  EXECUTIVE COMPENSATION
 
    The information required by Item 11 is contained in the Company's 1998 Proxy
Statement and is incorporated herein by reference. Such Proxy Statement is
expected to be filed with the Securities and Exchange Commission not later than
120 days subsequent to December 31, 1997.
 
                                       29
<PAGE>
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
    The information required by Item 12 is contained in the Company's 1998 Proxy
Statement and is incorporated herein by reference. Such Proxy Statement is
expected to be filed with the Securities and Exchange Commission not later than
120 days subsequent to December 31, 1997.
 
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
    The information required by Item 13 is contained in the Company's 1998 Proxy
Statement and is incorporated herein by reference. Such Proxy Statement is
expected to be filed with the Securities and Exchange Commission not later than
120 days subsequent to December 31, 1997.
 
                                    PART IV
 
ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
 
    The following documents are filed as part of this report:
 
<TABLE>
<CAPTION>
                                                                                               PAGE REFERENCE
                                                                                              -----------------
<S>        <C>                                                                                <C>
(a) 1.     Financial Statements:
 
           Consolidated Balance Sheets as of December 31, 1997 and 1996, and September 30,
             1996...........................................................................            F-1
 
           Consolidated Statements of Operations for the year ended December 31, 1997, three
             months ended December 31, 1996 and the fiscal years ended September 30, 1996
             and 1995.......................................................................            F-2
 
           Consolidated Statements of Shareholders' Equity for the year ended December 31,
             1997, three months ended December 31, 1996 and the fiscal years ended September
             30, 1996 and 1995..............................................................            F-3
 
           Consolidated Statements of Cash Flows for the year ended December 31, 1997, three
             months ended December 31, 1996 and the fiscal years ended September 30, 1996
             and 1995.......................................................................            F-4
 
           Notes to Consolidated Financial Statements.......................................            F-6
 
           Report of Ernst & Young LLP Independent Auditors.................................           F-25
 
           Quarterly Information for 1997 and fiscal 1996 (unaudited).......................           F-26
 
  2.       Financial Statement Schedule:
 
           Schedule II--Valuation and Qualifying Accounts...................................           F-27
 
           All other schedules have been omitted since the required information is not
             present or is not present in amounts sufficient to require submission of the
             schedule, or because information required is included in the Financial
             Statements and related notes.
 
  3.       Exhibits: An "Exhibit Index" has been filed as a part of this Form 10-K beginning
             on page E-1 hereof and is incorporate herein by reference.
 
(b)        Reports on Form 8-K:
             No reports on Form 8-K were filed during the three months ended December 31,
             1997.
</TABLE>
 
                                       30
<PAGE>
                                   SIGNATURES
 
    Pursuant to the requirements of the Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
 
<TABLE>
<S>                             <C>  <C>
                                PACIFICARE HEALTH SYSTEMS, INC.
 
                                By:              /s/ ALAN R. HOOPS
                                     -----------------------------------------
                                                   Alan R. Hoops
                                       PRESIDENT AND CHIEF EXECUTIVE OFFICER
</TABLE>
 
Date: March 19, 1998
 
    Pursuant to the requirements of the Securities Act of 1934, this Report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.
 
             NAME                         TITLE                    DATE
------------------------------  --------------------------  -------------------
 
    /s/ TERRY O. HARTSHORN
------------------------------  Chairman of the Board         March 19, 1998
      Terry O. Hartshorn
 
                                President, Chief Executive
      /s/ ALAN R. HOOPS           Officer, and Director
------------------------------    (Principal Executive        March 19, 1998
        Alan R. Hoops             Officer)
 
                                Executive Vice President
     /s/ WAYNE B. LOWELL          and Chief Financial
------------------------------    Officer (Principal          March 19, 1998
       Wayne B. Lowell            Financial Officer)
 
                                Vice President and
    /s/ MARY C. LANGSDORF         Corporate Controller
------------------------------    (Principal Accounting       March 19, 1998
      Mary C. Langsdorf           Officer)
 
     /s/ JACK R. ANDERSON
------------------------------  Director                      March 19, 1998
       Jack R. Anderson
 
      /s/ CRAIG T. BEAM
------------------------------  Director                      March 19, 1998
        Craig T. Beam
 
    /s/ RICHARD M. BURDGE
------------------------------  Director                      March 19, 1998
      Richard M. Burdge
 
     /s/ BRADLEY C. CALL
------------------------------  Director                      March 19, 1998
       Bradley C. Call
 
                                       31
<PAGE>
 
             NAME                         TITLE                    DATE
------------------------------  --------------------------  -------------------
 
    /s/ DAVID R. CARPENTER
------------------------------  Director                      March 19, 1998
      David R. Carpenter
 
      /s/ GARY L. LEARY
------------------------------  Director                      March 19, 1998
        Gary L. Leary
 
  /s/ WARREN E. PINCKERT II
------------------------------  Director                      March 19, 1998
    Warren E. Pinckert II
 
      /s/ DAVID A. REED
------------------------------  Director                      March 19, 1998
        David A. Reed
 
      /s/ LLOYD E. ROSS
------------------------------  Director                      March 19, 1998
        Lloyd E. Ross
 
     /s/ JEAN BIXBY SMITH
------------------------------  Director                      March 19, 1998
       Jean Bixby Smith
 
                                       32
<PAGE>
                        PACIFICARE HEALTH SYSTEMS, INC.
                          CONSOLIDATED BALANCE SHEETS
 
<TABLE>
<CAPTION>
                                                                       DECEMBER 31,  DECEMBER 31,  SEPTEMBER 30,
                                                                           1997          1996          1996
                                                                       ------------  ------------  -------------
                                                                         (IN THOUSANDS, EXCEPT PER SHARE DATA)
 
<S>                                                                    <C>           <C>           <C>
                                                     ASSETS
Current assets:
  Cash and equivalents...............................................   $  680,674    $  367,748    $   142,818
  Marketable securities..............................................      864,708       594,734        557,275
  Receivables, net...................................................      301,345       156,212        169,545
  Prepaid expenses and other current assets..........................       32,194         8,876          8,274
  Deferred income taxes..............................................      112,037        54,745         56,295
                                                                       ------------  ------------  -------------
    Total current assets.............................................    1,990,958     1,182,315        934,207
                                                                       ------------  ------------  -------------
Property, plant and equipment at cost, net of accumulated
  depreciation and amortization......................................      235,943        91,239         93,816
Marketable securities--restricted....................................      145,989        35,399         32,406
Goodwill and intangible assets, net..................................    2,458,463       227,422        228,834
Other assets.........................................................       36,605        25,097         10,199
                                                                       ------------  ------------  -------------
                                                                        $4,867,958    $1,561,472    $ 1,299,462
                                                                       ------------  ------------  -------------
                                                                       ------------  ------------  -------------
 
                                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Medical claims and benefits payable................................   $  715,600    $  278,800    $   268,000
  Accounts payable...................................................      145,615        15,992         31,082
  Accrued liabilities................................................      205,320        75,284         92,945
  Accrued compensation and employee benefits.........................       78,589        52,550         46,930
  Income taxes payable...............................................       --            19,056          1,325
  Unearned premium revenue...........................................      491,808       256,416         24,059
  Long-term debt due within one year.................................          154         1,511          6,323
                                                                       ------------  ------------  -------------
    Total current liabilities........................................    1,637,086       699,609        470,664
                                                                       ------------  ------------  -------------
Long-term debt due after one year....................................    1,011,234         1,370          5,183
Deferred income taxes................................................      102,793        --            --
Other liabilities....................................................       54,283        --            --
Minority interest....................................................          375           391            391
Commitments and contingencies
  Shareholders' equity:
    Preferred shares, par value $0.01 per share; 40,000 shares
      authorized; 10,517 shares of Series A Convertible Preferred
      Stock issued and outstanding at December 31, 1997 ($262,926
      aggregate liquidation value)...................................          105        --            --
    Class A common shares, par value $0.01 per share; 100,000 shares
      authorized; 14,794, 12,380 and 12,380 shares issued at December
      31, 1997 and 1996 and September 30, 1996, respectively.........          148           124            124
    Class B common shares, par value $0.01 per share; 100,000 shares
      authorized; 27,201, 18,922 and 18,912 shares issued at December
      31, 1997 and 1996 and September 30, 1996, respectively.........          272           189            189
    Additional paid-in capital.......................................    1,599,229       373,405        370,442
    Unrealized gains on available-for-sale securities, net of taxes..        9,993         3,451          1,293
    Retained earnings................................................      452,440       482,933        451,176
                                                                       ------------  ------------  -------------
      Total shareholders' equity.....................................    2,062,187       860,102        823,224
                                                                       ------------  ------------  -------------
                                                                        $4,867,958    $1,561,472    $ 1,299,462
                                                                       ------------  ------------  -------------
                                                                       ------------  ------------  -------------
</TABLE>
 
                            See accompanying notes.
 
                                      F-1
<PAGE>
                        PACIFICARE HEALTH SYSTEMS, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
 
<TABLE>
<CAPTION>
                                                                     THREE MONTHS
                                                        YEAR ENDED       ENDED       YEAR ENDED     YEAR ENDED
                                                       DECEMBER 31,  DECEMBER 31,   SEPTEMBER 30,  SEPTEMBER 30,
                                                           1997          1996           1996           1995
                                                       ------------  -------------  -------------  -------------
                                                                 (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                                    <C>           <C>            <C>            <C>
Revenue:
  Commercial premiums................................   $3,728,243    $   498,832    $ 1,866,830    $ 1,512,080
  Government premiums (Medicare and Medicaid)........    5,206,919        722,748      2,720,698      2,170,885
  Other income.......................................       47,518         13,295         49,777         48,057
                                                       ------------  -------------  -------------  -------------
    Total operating revenue..........................    8,982,680      1,234,875      4,637,305      3,731,022
Expenses:
Health care services:
  Commercial services................................    3,199,885        421,080      1,550,372      1,247,905
  Government services................................    4,458,994        618,265      2,322,375      1,829,230
                                                       ------------  -------------  -------------  -------------
    Total health care services.......................    7,658,879      1,039,345      3,872,747      3,077,135
Marketing, general and administrative
  expenses...........................................    1,055,080        153,135        575,928        498,445
Impairment, disposition, restructuring and other
  charges............................................      154,507        --              75,840        --
Office of Personnel Management charge................       --            --              25,000        --
Amortization of goodwill and intangible assets.......       70,219          1,861          9,153          7,199
                                                       ------------  -------------  -------------  -------------
Operating income.....................................       43,995         40,534         78,637        148,243
Interest income......................................       80,665         12,652         46,237         39,406
Interest expense.....................................      (64,536)          (350)        (2,094)        (5,549)
                                                       ------------  -------------  -------------  -------------
Income before income taxes...........................       60,124         52,836        122,780        182,100
Provision for income taxes...........................       81,825         21,079         50,827         74,005
                                                       ------------  -------------  -------------  -------------
Net income (loss)....................................   $  (21,701)   $    31,757    $    71,953    $   108,095
                                                       ------------  -------------  -------------  -------------
                                                       ------------  -------------  -------------  -------------
Preferred dividends..................................       (8,792)       --             --             --
                                                       ------------  -------------  -------------  -------------
Net income (loss) available to common shareholders...   $  (30,493)   $    31,757    $    71,953    $   108,095
                                                       ------------  -------------  -------------  -------------
                                                       ------------  -------------  -------------  -------------
Basic earnings (loss) per share......................   $    (0.75)   $      1.01    $      2.31    $      3.69
                                                       ------------  -------------  -------------  -------------
                                                       ------------  -------------  -------------  -------------
Diluted earnings (loss) per share....................   $    (0.75)   $      1.00    $      2.27    $      3.62
                                                       ------------  -------------  -------------  -------------
                                                       ------------  -------------  -------------  -------------
</TABLE>
 
                            See accompanying notes.
 
                                      F-2
<PAGE>
                        PACIFICARE HEALTH SYSTEMS, INC.
                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                                   PREFERRED SHARES          CLASS A COMMON SHARES
PERIODS ENDED DECEMBER 31, 1997 AND 1996 AND SEPTEMBER 30,     ------------------------  -----------------------------
1996 AND 1995                                                  OUTSTANDING    AMOUNT      OUTSTANDING       AMOUNT
-------------------------------------------------------------  -----------  -----------  --------------  -------------
                                                                                   (IN THOUSANDS)
<S>                                                            <C>          <C>          <C>             <C>            <C>
Balances at September 30, 1994...............................      --        $  --             12,238      $     122
                                                               -----------       -----        -------          -----
Issuance of common stock in connection with public
  offering...................................................      --           --             --             --
Issuance of common stock upon exercise of stock options......      --           --                 93              1
Issuance of common stock under incentive plan................      --           --             --             --
Tax benefit realized upon exercise of stock options..........      --           --             --             --
Cumulative effect of a change in accounting principle, net of
  taxes of $2,474............................................      --           --             --             --
Change in unrealized gains, net of taxes of $5,516...........      --           --             --             --
Net income...................................................      --           --             --             --
                                                               -----------       -----        -------          -----
Balances at September 30, 1995...............................      --           --             12,331            123
                                                               -----------       -----        -------          -----
Issuance of common stock upon exercise of stock options......      --           --                 49              1
Issuance of common stock under incentive plan................      --           --             --             --
Tax benefit realized upon exercise of stock options..........      --           --             --             --
Change in unrealized gains, net of taxes of $2,304...........      --           --             --             --
Net income...................................................      --           --             --             --
                                                               -----------       -----        -------          -----
Balances at September 30, 1996...............................      --           --             12,380            124
                                                               -----------       -----        -------          -----
Issuance of common stock upon exercise of stock options......      --           --             --             --
Issuance of common stock under incentive plan................      --           --             --             --
Tax benefit realized upon exercise of stock options..........      --           --             --             --
Change in unrealized gains, net of taxes of $1,337...........      --           --             --             --
Net income...................................................      --           --             --             --
                                                               -----------       -----        -------          -----
Balances at December 31, 1996................................      --           --             12,380            124
                                                               -----------       -----        -------          -----
Issuance of common stock upon exercise of stock options......      --           --                 75              1
Issuance of common stock under incentive plan................      --           --             --             --
Shares issued in connection with the FHP Acquisition.........      10,517          105          2,339             23
Tax benefit realized upon exercise of stock options..........      --           --             --             --
Change in unrealized gains, net of taxes of $4,035...........      --           --             --             --
Net loss.....................................................      --           --             --             --
Preferred dividends..........................................      --           --             --             --
                                                               -----------       -----        -------          -----
Balances at December 31, 1997................................      10,517    $     105         14,794      $     148
                                                               -----------       -----        -------          -----
                                                               -----------       -----        -------          -----
 
<CAPTION>
                                                                                                           UNREALIZED
                                                                                                              GAINS
                                                                                                           (LOSSES) ON
                                                                   CLASS B COMMON SHARES      ADDITIONAL    AVAILABLE
PERIODS ENDED DECEMBER 31, 1997 AND 1996 AND SEPTEMBER 30,     -----------------------------    PAID-IN     FOR-SALE    RETAINED
1996 AND 1995                                                   OUTSTANDING       AMOUNT        CAPITAL    SECURITIES   EARNINGS
-------------------------------------------------------------  --------------  -------------  -----------  -----------  ---------
 
<S>                                                            <C>
Balances at September 30, 1994...............................        15,290      $     153    $   141,955   $  --       $ 271,128
                                                                    -------          -----    -----------  -----------  ---------
Issuance of common stock in connection with public
  offering...................................................         3,000             30        197,602      --          --
Issuance of common stock upon exercise of stock options......           245              3          3,284      --          --
Issuance of common stock under incentive plan................            16         --              1,024      --          --
Tax benefit realized upon exercise of stock options..........        --             --              3,683      --          --
Cumulative effect of a change in accounting principle, net of
  taxes of $2,474............................................        --             --            --           (3,808)     --
Change in unrealized gains, net of taxes of $5,516...........        --             --            --            8,752      --
Net income...................................................        --             --            --           --         108,095
                                                                    -------          -----    -----------  -----------  ---------
Balances at September 30, 1995...............................        18,551            186        347,548       4,944     379,223
                                                                    -------          -----    -----------  -----------  ---------
Issuance of common stock upon exercise of stock options......           347              3         13,338      --          --
Issuance of common stock under incentive plan................            14         --              1,172      --          --
Tax benefit realized upon exercise of stock options..........        --             --              8,384      --          --
Change in unrealized gains, net of taxes of $2,304...........        --             --            --           (3,651)     --
Net income...................................................        --             --            --           --          71,953
                                                                    -------          -----    -----------  -----------  ---------
Balances at September 30, 1996...............................        18,912            189        370,442       1,293     451,176
                                                                    -------          -----    -----------  -----------  ---------
Issuance of common stock upon exercise of stock options......            10         --                612      --          --
Issuance of common stock under incentive plan................        --             --            --           --          --
Tax benefit realized upon exercise of stock options..........        --             --              2,351      --          --
Change in unrealized gains, net of taxes of $1,337...........        --             --            --            2,158      --
Net income...................................................        --                           --           --          31,757
                                                                    -------          -----    -----------  -----------  ---------
Balances at December 31, 1996................................        18,922            189        373,405       3,451     482,933
                                                                    -------          -----    -----------  -----------  ---------
Issuance of common stock upon exercise of stock options......           917              9         43,828      --          --
Issuance of common stock under incentive plan................             9         --                756      --          --
Shares issued in connection with the FHP Acquisition.........         7,353             74      1,163,393      --          --
Tax benefit realized upon exercise of stock options..........        --             --             17,847      --          --
Change in unrealized gains, net of taxes of $4,035...........        --             --            --            6,542      --
Net loss.....................................................        --             --            --           --         (21,701)
Preferred dividends..........................................        --             --            --           --          (8,792)
                                                                    -------          -----    -----------  -----------  ---------
Balances at December 31, 1997................................        27,201      $     272    $ 1,599,229   $   9,993   $ 452,440
                                                                    -------          -----    -----------  -----------  ---------
                                                                    -------          -----    -----------  -----------  ---------
 
<CAPTION>
 
PERIODS ENDED DECEMBER 31, 1997 AND 1996 AND SEPTEMBER 30,
1996 AND 1995                                                     TOTAL
-------------------------------------------------------------  ------------
 
Balances at September 30, 1994...............................  $    413,358
                                                               ------------
Issuance of common stock in connection with public
  offering...................................................       197,632
Issuance of common stock upon exercise of stock options......         3,288
Issuance of common stock under incentive plan................         1,024
Tax benefit realized upon exercise of stock options..........         3,683
Cumulative effect of a change in accounting principle, net of
  taxes of $2,474............................................        (3,808)
Change in unrealized gains, net of taxes of $5,516...........         8,752
Net income...................................................       108,095
                                                               ------------
Balances at September 30, 1995...............................       732,024
                                                               ------------
Issuance of common stock upon exercise of stock options......        13,342
Issuance of common stock under incentive plan................         1,172
Tax benefit realized upon exercise of stock options..........         8,384
Change in unrealized gains, net of taxes of $2,304...........        (3,651)
Net income...................................................        71,953
                                                               ------------
Balances at September 30, 1996...............................       823,224
                                                               ------------
Issuance of common stock upon exercise of stock options......           612
Issuance of common stock under incentive plan................       --
Tax benefit realized upon exercise of stock options..........         2,351
Change in unrealized gains, net of taxes of $1,337...........         2,158
Net income...................................................        31,757
                                                               ------------
Balances at December 31, 1996................................       860,102
                                                               ------------
Issuance of common stock upon exercise of stock options......        43,838
Issuance of common stock under incentive plan................           756
Shares issued in connection with the FHP Acquisition.........     1,163,595
Tax benefit realized upon exercise of stock options..........        17,847
Change in unrealized gains, net of taxes of $4,035...........         6,542
Net loss.....................................................       (21,701)
Preferred dividends..........................................        (8,792)
                                                               ------------
Balances at December 31, 1997................................  $  2,062,187
                                                               ------------
                                                               ------------
</TABLE>
 
                             See accompanying notes
 
                                      F-3
<PAGE>
                        PACIFICARE HEALTH SYSTEMS, INC.
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 
<TABLE>
<CAPTION>
                                                                      THREE MONTHS
                                                         YEAR ENDED      ENDED       YEAR ENDED     YEAR ENDED
                                                        DECEMBER 31,  DECEMBER 31,  SEPTEMBER 30,  SEPTEMBER 30,
                                                            1997          1996          1996           1995
                                                        ------------  ------------  -------------  -------------
                                                                             (IN THOUSANDS)
<S>                                                     <C>           <C>           <C>            <C>
Operating activities:
  Net income (loss)...................................   $  (21,701)   $   31,757    $    71,953    $   108,095
  Adjustments to reconcile net income (loss) to net
    cash provided by (used in) operating activities:
  Impairment, disposition, restructuring and other
    charges...........................................      154,507        --             75,840        --
  Amortization of goodwill and intangible assets......       70,219         1,861          9,153          7,199
  Depreciation and amortization.......................       46,658         5,244         22,949         21,436
  Deferred income taxes...............................       25,579           213        (25,783)        (2,834)
  Loss on disposal of property, plant and equipment
    and other.........................................        6,715           191            750          2,147
  Provision for doubtful accounts.....................        5,171           296            999            530
  Office of Personnel Management charge...............       --            --             25,000        --
  Changes in assets and liabilities, net of effects
    from acquisitions:
    Receivables.......................................       10,621        13,037        (55,971)       (27,458)
    Prepaid expenses and other assets.................      (21,621)      (13,745)        (5,038)        (2,489)
    Medical claims and benefits payable...............       (4,704)       10,800        (21,261)       (19,093)
    Accounts payable, accrued liabilities, accrued
      compensation and employee benefits and income
      taxes payable...................................      (93,347)       (7,139)           573         35,756
  Unearned premium revenue............................      235,392       232,357       (172,156)        23,934
                                                        ------------  ------------  -------------  -------------
    Net cash flows provided by (used in) operating
      activities......................................      413,489       274,872        (72,992)       147,223
                                                        ------------  ------------  -------------  -------------
Investing activities:
  Acquisitions, net of cash acquired..................     (999,892)         (358)        (5,403)      (134,971)
  Proceeds from the dispositions of net assets held
    for sale..........................................       76,500        --            --             --
  Purchase of property, plant and equipment...........      (68,533)       (4,614)       (22,728)       (25,035)
  Purchase of marketable securities--restricted.......      (15,475)       (2,993)        (9,298)        (7,114)
  Purchase of marketable securities...................       (8,795)      (33,964)       (30,623)        (6,395)
  Proceeds from the sale of property, plant and
    equipment.........................................        3,154        --            --               3,056
                                                        ------------  ------------  -------------  -------------
    Net cash flows used in investing activities.......   (1,013,041)      (41,929)       (68,052)      (170,459)
                                                        ------------  ------------  -------------  -------------
Financing activities:
  Proceeds from borrowings of long-term debt..........    1,120,000        --            --              83,335
  Principal payments on long-term debt................     (235,166)       (8,625)        (8,625)      (174,483)
  Capitalization of Talbert...........................      (67,000)       --            --             --
  Proceeds from sale of Talbert stock.................       59,598        --            --             --
  Proceeds from issuance of common stock..............       43,838           612         13,342        200,920
  Preferred dividends paid............................       (8,792)       --            --             --
                                                        ------------  ------------  -------------  -------------
    Net cash flows provided by (used in) financing
      activities......................................      912,478        (8,013)         4,717        109,772
                                                        ------------  ------------  -------------  -------------
Net increase (decrease) in cash and equivalents.......      312,926       224,930       (136,327)        86,536
Beginning cash and equivalents........................      367,748       142,818        279,145        192,609
                                                        ------------  ------------  -------------  -------------
Ending cash and equivalents...........................   $  680,674    $  367,748    $   142,818    $   279,145
                                                        ------------  ------------  -------------  -------------
                                                        ------------  ------------  -------------  -------------
</TABLE>
 
                             See accompanying notes.
                                                   TABLE CONTINUED ON NEXT PAGE.
 
                                      F-4
<PAGE>
                        PACIFICARE HEALTH SYSTEMS, INC.
 
               CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
 
<TABLE>
<CAPTION>
                                                                      THREE MONTHS
                                                         YEAR ENDED       ENDED       YEAR ENDED     YEAR ENDED
                                                        DECEMBER 31,  DECEMBER 31,   SEPTEMBER 30,  SEPTEMBER 30,
                                                            1997          1996           1996           1995
                                                        ------------  -------------  -------------  -------------
                                                                             (IN THOUSANDS)
<S>                                                     <C>           <C>            <C>            <C>
Supplemental cash flow information
  Cash paid during the year for:
    Income taxes......................................   $  100,202     $     794      $  74,092     $    61,166
    Interest..........................................   $   55,282     $     241      $   1,230     $     2,685
Supplemental schedule of noncash investing and
  financing activities:
  Tax benefit realized upon exercise of stock
    options...........................................   $   17,847     $   2,351      $   8,384     $     3,683
  Compensation awarded in Class B Common
    Stock.............................................   $      756     $  --          $   1,172     $     1,024
  Leases capitalized..................................   $   --         $  --          $     183     $       392
Details of unrealized gains on marketable securities:
  Increase (decrease) in marketable securities........   $   10,577     $   3,495      $  (5,955)    $     7,986
  Less (increase) decrease in deferred income taxes...       (4,035)       (1,337)         2,304          (3,042)
                                                        ------------  -------------  -------------  -------------
  Increase (decrease) in shareholders' equity.........   $    6,542     $   2,158      $  (3,651)    $     4,944
                                                        ------------  -------------  -------------  -------------
                                                        ------------  -------------  -------------  -------------
Details of businesses acquired in purchase transac-
  tions:
  Fair value of assets acquired.......................   $3,376,241     $     448      $   9,906     $   152,456
  Less liabilities assumed or created, including notes
    to sellers........................................   (1,168,236)          (90)        (3,023)        (15,909)
  Less common and preferred stock consideration.......   (1,163,595)       --             --             --
                                                        ------------  -------------  -------------  -------------
  Cash paid for acquisitions..........................    1,044,410           358          6,883         136,547
  Cash acquired in acquisitions.......................      (44,518)       --             (1,480)         (1,576)
                                                        ------------  -------------  -------------  -------------
  Net cash paid for acquisitions......................   $  999,892     $     358      $   5,403     $   134,971
                                                        ------------  -------------  -------------  -------------
                                                        ------------  -------------  -------------  -------------
</TABLE>
 
                             See accompanying notes.
                                             TABLE CONTINUED FROM PREVIOUS PAGE.
 
                                      F-5
<PAGE>
                        PACIFICARE HEALTH SYSTEMS, INC.
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
1.  THE REPORTING ENTITY
 
    A)  ORGANIZATION AND OPERATIONS.  PacifiCare Health Systems, Inc. (the
"Company" or "PacifiCare") owns and operates federally qualified health
maintenance organizations ("HMOs"), which arrange health care services
principally for a predetermined, prepaid periodic fee to enrolled subscriber
groups through independent health care organizations under contract. The Company
also offers certain specialty products and services to group purchasers and to
other managed care organizations and their beneficiaries, including pharmacy
benefit management, life and health insurance, behavioral health services,
dental and vision services and Medicare risk management services. UniHealth, a
California non-profit public benefit corporation ("UniHealth"), owned
approximately 40 percent of the Company's outstanding shares of Class A Common
Stock, par value $0.01 per share (the "Class A Common Stock") and one percent of
the Company's Class B Common Stock, par value $0.01 per share (the "Class B
Common Stock"), at December 31, 1997.
 
    B)  BASIS OF PRESENTATION.  The accompanying consolidated financial
statements include the accounts of the Company and all significant subsidiaries
which are more than 50 percent owned and controlled. All significant
intercompany transactions and balances have been eliminated in consolidation.
 
    C)  CHANGE OF YEAR END.  In February 1997, the Company's board of directors
approved a change in its fiscal year end from September 30 to December 31.
Accordingly, the current year ended on December 31, 1997. The accompanying
financial statements and notes include results for the three-month transition
period ended December 31, 1996, as required by the Securities and Exchange
Commission.
 
2.  SIGNIFICANT ACCOUNTING POLICIES
 
    A)  CASH AND EQUIVALENTS.  Cash and equivalents are defined as cash, money
market funds and certificates of deposit with a maturity, on acquisition date,
of three months or less.
 
    B)  MARKETABLE SECURITIES.  All marketable securities (which include
municipal bonds, corporate notes, commercial paper and U.S. Treasury
securities), except marketable securities-restricted, are designated as
available-for-sale. Accordingly, marketable securities are carried at fair value
and unrealized gains or losses, net of applicable income taxes, are recorded in
shareholders' equity. Because marketable securities are available for use in
current operations, they are classified as current assets without regard to the
securities' contractual maturity dates.
 
    The Company is required by state regulatory agencies to set aside funds for
the protection of their plan members in accordance with the laws of the various
states in which they operate. Such funds are classified as marketable
securities-restricted (which includes U.S. government securities and
certificates of deposit held by trustees or state regulatory agencies).
Marketable securities-restricted are designated as held-to-maturity since the
Company has the intent and ability to hold such securities to maturity. Held-to-
maturity securities are stated at amortized cost, adjusted for amortization of
premiums and accretion of discounts to maturity, and are classified as
non-current assets.
 
    C)  CONCENTRATIONS OF CREDIT RISK.  Financial instruments which potentially
subject the Company to concentrations of credit risk consist primarily of
investments in marketable securities and commercial premiums receivable. The
Company's short-term investments in marketable securities are managed by
professional investment managers within guidelines established by the Company's
board of directors, which, as a matter of policy, limit the amounts which may be
invested in any one issuer. Concentrations of credit risk with respect to
commercial premiums receivable are limited due to the large number of
 
                                      F-6
<PAGE>
                        PACIFICARE HEALTH SYSTEMS, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
2.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
employer groups comprising the Company's customer base. In management's opinion,
the Company had no significant concentrations of credit risk at December 31,
1997.
 
    D)  FAIR VALUE OF FINANCIAL INSTRUMENTS.  The Company's consolidated balance
sheets include the following financial instruments: cash and equivalents, trade
accounts and notes receivable, trade accounts payable and long-term obligations.
The Company considers the carrying amounts of current assets and liabilities in
the consolidated financial statements to approximate the fair value for these
financial instruments because of the relatively short period of time between
origination of the instruments and their expected realization. The carrying
value of all long-term obligations approximates the fair value of such
obligations.
 
    E)  PROPERTY, PLANT AND EQUIPMENT.  Property, plant and equipment are
recorded at cost; replacements and major improvements are capitalized, while
repairs and maintenance are charged to expense as incurred. Upon sale or
retirement of property, plant and equipment, the costs and related accumulated
depreciation are eliminated from the accounts. Any resulting gains and losses
are included in the determination of net income. Property, plant and equipment
including assets under capital leases are depreciated using the straight-line
method for financial reporting purposes over estimated useful lives ranging from
five to twenty-five years. Leasehold improvements are amortized using the
straight-line method over the term of the lease or ten years, whichever is
shorter. Accumulated depreciation totaled $129 million, $96 million, and $92
million as of December 31, 1997 and 1996, and September 30, 1996, respectively.
 
    F)  GOODWILL, INTANGIBLE ASSETS AND LONG-LIVED ASSETS.  The excess purchase
price over the fair value of net assets acquired has been allocated to goodwill
and identifiable intangible assets including employer group contracts, Medicare
contracts, provider networks and assembled workforce. Goodwill and intangible
assets are amortized on a straight-line basis over periods ranging from four to
40 years. Accumulated amortization totaled $84 million, $23 million and $25
million, as of December 31, 1997 and 1996, and September 30, 1996, respectively.
 
    The Company assesses the recoverability of its goodwill, intangible assets
and long-lived assets on an annual basis or whenever adverse events or changes
in circumstances or business climate indicate that expected undiscounted future
cash flows for individual business units may not be sufficient to support the
recorded goodwill and intangible assets. These events may include but are not
limited to the exiting of certain markets due to continuous losses or other
changes in economic events. If undiscounted cash flows are not sufficient to
support the recorded asset, the Company completes an analysis of the economic
climate of such business units and a discounted cash flows analysis. If the
analysis is insufficient to support the goodwill, intangible or long-lived
assets an impairment is recognized to reduce the carrying value. During 1997 and
1996 the Company recorded pretax charges related to the impairment of goodwill
and intangible assets of $124 million and $59 million, respectively (see Note
9--"Impairment, Disposition, Restructuring and Other Charges").
 
    G)  SOFTWARE COSTS.  Direct costs associated with the development of
computer software are expensed as incurred. These costs totaled $20 million, $3
million, $13 million and $12 million for the year ended December 31, 1997, the
three months ended December 31, 1996 and the fiscal years ended September 30,
1996 and 1995, respectively.
 
                                      F-7
<PAGE>
                        PACIFICARE HEALTH SYSTEMS, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
2.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    H)  PREMIUMS AND REVENUE RECOGNITION.  Prepaid health care premiums from the
Company's HMOs enrolled groups are reported as revenue in the month in which
enrollees are entitled to receive health care. Premiums received prior to such
period are recorded as unearned premium revenue. Funds received under the
federal Medicare program accounted for approximately 58 percent, 59 percent, 57
percent and 57 percent of total premiums for the year ended December 31, 1997,
the three months ended December 31, 1996, and the fiscal years ended September
30, 1996 and 1995, respectively.
 
    I)  HEALTH CARE SERVICES.  The Company's HMOs arrange for comprehensive
health care services to their members principally through capitation, a fixed
monthly payment made without regard to the frequency, extent or nature of the
health care services actually furnished. Benefits are provided to enrolled
members generally through the Company's contractual relationships with physician
groups and hospitals. The Company's contracted providers may, in turn, contract
with specialists or referral providers for specific services and are responsible
for any related payments to those referral providers.
 
    The Company's HMOs have various programs that provide incentives to
participating medical groups through the use of risk-sharing agreements and
other programs. Payments are made to medical groups based on their performance
in controlling health care costs while providing quality health care. Expenses
related to these programs, which are based in part on estimates, are recorded in
the period in which the related services are dispensed.
 
    The cost of health care provided is accrued in the period it is dispensed to
the enrolled members, based in part on estimates for hospital services and other
health care costs which have been incurred but not yet reported. The Company has
also recorded reserves, based in part on estimates, to indemnify its members
against potential referral claims related to insolvent medical groups. The
Company's HMOs have stop-loss insurance to cover unusually high costs of care
when incurred beyond a predetermined annual amount per enrollee.
 
    J)  PREMIUM DEFICIENCY RESERVES ON LOSS CONTRACTS.  The Company assesses the
profitability of its contracts for providing health care services to its members
when current operating results or forecasts indicate probable future losses. The
Company compares anticipated premiums to health care related costs, including
estimated payments for providers, commissions and cost of collecting premiums
and processing claims. If the anticipated future costs exceed the premiums, a
loss contract accrual is recognized (see Note 9--"Impairment, Disposition,
Restructuring and Other Charges").
 
    K)  UTILIZATION REVIEW AND CASE MANAGEMENT SERVICES.  The Company's HMOs
conduct utilization review and case management programs to ensure that their
providers deliver a consistent quality of care to members. The utilization
review program essentially provides patients with second opinions, while the
case management program assigns nurses to complicated, high-risk or chronic
cases to evaluate and recommend treatment options to the patient and provider.
Exclusive of costs related to the Company's behavioral health product, the HMOs'
costs associated with providing these medical services are recorded in
marketing, general and administrative expenses and totaled $15 million, $3
million, $12 million and $10 million for the year ended December 31, 1997, the
three months ended December 31, 1996 and the fiscal years ended September 30,
1996 and 1995, respectively.
 
    L)  ACCOUNTING FOR STOCK-BASED COMPENSATION.  The Company accounts for its
stock-based compensation plans under the intrinsic-value method prescribed by
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" (see Note 8--"Employee Benefit Plans"). The intrinsic value
 
                                      F-8
<PAGE>
                        PACIFICARE HEALTH SYSTEMS, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
2.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
method requires companies to recognize expense on the issuance of certain
options if the market value of the underlying stock of such options on the date
of grant exceeds the exercise price. Since the exercise price of the Company's
stock options is greater than or equal to the market price of the underlying
stock on the date of grant, no compensation expense is recognized in the
Company's statements of operations.
 
    M)  TAXES BASED ON PREMIUMS.  Certain states in which the Company does
business require the remittance of excise, per capita or premium taxes based
upon a specified rate for enrolled members or a percentage of billed premiums.
Such taxes may be levied in lieu of a state income tax. These amounts are
recorded in marketing, general and administrative expenses and totaled $13
million, $2 million, $6 million and $4 million for the year ended December 31,
1997, the three months ended December 31, 1996 and the fiscal years ended
September 30, 1996 and 1995, respectively.
 
    N)  INCOME TAXES.  The Company recognizes deferred income tax assets and
liabilities for the expected future tax consequences of events that have been
included in the financial statements or tax returns. Deferred tax assets and
liabilities are determined based on differences between the financial reporting
and tax basis of assets and liabilities and are measured by applying enacted tax
rates and laws to taxable years in which such differences are expected to
reverse.
 
    O)  EARNINGS PER SHARE.  In 1997, the Financial Accounting Standards Board
issued Statement No. 128, ("SFAS 128") "Earnings per Share." SFAS 128 replaces
the calculation of primary and fully diluted earnings per share with basic and
diluted earnings per share. Unlike primary earnings per share, basic earnings
per share excludes any dilutive effects of options and convertible securities.
Diluted earnings per share is very similar to the previously reported fully
diluted earnings per share. All earnings per share amounts reported for the
years ended September 30, 1996 and 1995, have been presented, and where
necessary, were restated to conform to the SFAS 128 requirements. Restated
amounts did not vary materially from amounts previously stated. The following
table sets forth the computation of the denominator for basic and diluted
earnings per share.
 
<TABLE>
<CAPTION>
                                                             THREE MONTHS
                                               YEAR ENDED        ENDED       YEAR ENDED     YEAR ENDED
                                              DECEMBER 31,   DECEMBER 31,   SEPTEMBER 30,  SEPTEMBER 30,
                                                  1997           1996           1996           1995
                                              -------------  -------------  -------------  -------------
                                                                (AMOUNTS IN THOUSANDS)
<S>                                           <C>            <C>            <C>            <C>
Shares outstanding at the beginning of the
  period....................................       31,301         31,292         30,882         27,528
Weighted average number of shares issued:
  FHP Acquisition...........................        8,498         --             --             --
  Exercise of stock options.................          724              3            209          1,750
                                                   ------         ------         ------         ------
Denominator for basic earnings per share....       40,523         31,295         31,091         29,278
Employee stock options......................       --                505            580            586
                                                   ------         ------         ------         ------
Denominator for diluted earnings per
  share.....................................       40,523         31,800         31,671         29,864
                                                   ------         ------         ------         ------
                                                   ------         ------         ------         ------
</TABLE>
 
    The Company's Series A Preferred Stock is convertible to approximately 3.9
million shares of Class B Common Stock. Additionally, the Company has
outstanding stock options under its employee and director
 
                                      F-9
<PAGE>
                        PACIFICARE HEALTH SYSTEMS, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
2.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
stock option plans. However, since the Company reported a net loss, these
potentially dilutive securities were not included in the calculation of the 1997
loss per share because they were anti-dilutive (see Note 6--"Shareholders'
Equity" and Note 8--"Employee Benefit Plans").
 
    P)  USE OF ESTIMATES IN PREPARATION OF FINANCIAL STATEMENTS.  The
preparation of consolidated financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from these estimates. Principal
areas requiring the use of estimates include: determination of allowances for
doubtful accounts receivable, medical claims and benefits payable, professional
and general liability, reserves relating to the United States Office of
Personnel Management ("OPM") contract and certain other reserves (see Note
10--"Commitments and Contingencies").
 
3.  MARKETABLE SECURITIES
 
    The following tables summarize marketable securities as of the dates
indicated:
 
<TABLE>
<CAPTION>
                                                                      GROSS        GROSS
                                                       AMORTIZED   UNREALIZED   UNREALIZED
                                                          COST        GAINS       LOSSES      FAIR VALUE
                                                       ----------  -----------  -----------  ------------
                                                                     (AMOUNTS IN THOUSANDS)
<S>                                                    <C>         <C>          <C>          <C>
Marketable securities:
  U.S. government and agency.........................  $  427,728   $   9,936    $    (399)  $    437,265
  State, municipal and state and local agency........     244,130       5,773         (731)       249,172
  Corporate debt and other securities................     176,543       1,941         (213)       178,271
                                                       ----------  -----------  -----------  ------------
Total marketable securities..........................     848,401      17,650       (1,343)       864,708
                                                       ----------  -----------  -----------  ------------
Marketable securities--restricted:
  U.S. government and agency.........................     110,555       1,106       (1,021)       110,640
  Municipal and local agency.........................       8,898          45          (42)         8,901
  Corporate debt and other securities................      26,536          39          (39)        26,536
                                                       ----------  -----------  -----------  ------------
Total marketable securities--restricted..............     145,989       1,190       (1,102)       146,077
                                                       ----------  -----------  -----------  ------------
BALANCE AT DECEMBER 31, 1997.........................  $  994,390   $  18,840    $  (2,445)  $  1,010,785
                                                       ----------  -----------  -----------  ------------
                                                       ----------  -----------  -----------  ------------
Marketable securities:
  U.S. government and agency.........................  $  120,683   $   2,635    $    (183)  $    123,135
  State, municipal and state and local agency........     211,871       3,879         (240)       215,510
  Corporate debt and other securities................     256,171       1,055       (1,137)       256,089
                                                       ----------  -----------  -----------  ------------
Total marketable securities..........................     588,725       7,569       (1,560)       594,734
                                                       ----------  -----------  -----------  ------------
Marketable securities--restricted:
  U.S. government and agency.........................       9,637      --           --              9,637
  State, municipal and state and local agency........       8,400      --           --              8,400
  Corporate debt and other securities................      17,362      --           --             17,362
                                                       ----------  -----------  -----------  ------------
Total marketable securities--restricted..............      35,399      --           --             35,399
                                                       ----------  -----------  -----------  ------------
</TABLE>
 
                                      F-10
<PAGE>
                        PACIFICARE HEALTH SYSTEMS, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
3.  MARKETABLE SECURITIES (CONTINUED)
 
<TABLE>
<CAPTION>
                                                                      GROSS        GROSS
                                                       AMORTIZED   UNREALIZED   UNREALIZED
                                                          COST        GAINS       LOSSES      FAIR VALUE
                                                       ----------  -----------  -----------  ------------
                                                                     (AMOUNTS IN THOUSANDS)
<S>                                                    <C>         <C>          <C>          <C>
BALANCE AT DECEMBER 31, 1996.........................  $  624,124   $   7,569    $  (1,560)  $    630,133
                                                       ----------  -----------  -----------  ------------
                                                       ----------  -----------  -----------  ------------
Marketable securities:
  U.S. government and agency.........................  $  165,789   $     988    $    (827)  $    165,950
  State, municipal and state and local agency........     205,321       2,986         (207)       208,100
  Corporate debt and other securities................     184,134         662       (1,571)       183,225
                                                       ----------  -----------  -----------  ------------
Total marketable securities..........................     555,244       4,636       (2,605)       557,275
                                                       ----------  -----------  -----------  ------------
Marketable securities--restricted:...................
  U.S. government and agency.........................      15,842      --           --             15,842
  Municipal and local agency.........................       8,020      --           --              8,020
  Corporate debt and other securities................       8,544      --           --              8,544
                                                       ----------  -----------  -----------  ------------
Total marketable securities--restricted..............      32,406      --           --             32,406
                                                       ----------  -----------  -----------  ------------
BALANCE AT SEPTEMBER 30, 1996........................  $  587,650   $   4,636    $  (2,605)  $    589,681
                                                       ----------  -----------  -----------  ------------
                                                       ----------  -----------  -----------  ------------
</TABLE>
 
    As of December 31, 1997 the contractual maturities of the Company's
marketable securities were as follows:
 
<TABLE>
<CAPTION>
                                                                                       MARKETABLE
                                                                                      SECURITIES--
                                                         MARKETABLE SECURITIES         RESTRICTED
                                                         ----------------------  ----------------------
                                                         AMORTIZED               AMORTIZED
                                                            COST     FAIR VALUE     COST     FAIR VALUE
                                                         ----------  ----------  ----------  ----------
                                                                     (AMOUNTS IN THOUSANDS)
<S>                                                      <C>         <C>         <C>         <C>
Due in one year or less................................  $  198,354  $  199,396  $   61,661  $   60,816
Due after one year through five years..................     204,336     202,985      31,660      31,594
Due after five years through ten years.................     255,746     271,186      26,445      26,811
Due after ten years....................................     189,965     191,141      26,223      26,856
                                                         ----------  ----------  ----------  ----------
                                                         $  848,401  $  864,708  $  145,989  $  146,077
                                                         ----------  ----------  ----------  ----------
                                                         ----------  ----------  ----------  ----------
</TABLE>
 
    During the year ended December 31, 1997, three months ended December 31,
1996, and fiscal year ended September 30, 1996, proceeds from sales and
maturities of marketable securities were $3.4 billion, $507 million and $1.4
billion, respectively. Gross realized gains and gross realized losses are
included in interest income under the specific identification method.
 
4.  ACQUISITIONS AND DISPOSITIONS
 
    A)  FHP ACQUISITION--1997.  On February 14, 1997, FHP International
Corporation, ("FHP") was acquired by the Company. Pursuant to the FHP
Acquisition, each outstanding share of FHP common stock was exchanged for $17.50
in cash, 0.056 shares of the Company's Class A Common Stock and 0.176 shares of
the Company's Class B Common Stock. Each outstanding share of FHP's preferred
stock was exchanged for $14.113 in cash and one-half of one share of the
Company's Series A Preferred Stock. The Company paid approximately $1.0 billion
in cash to holders of FHP common and preferred stock. The
 
                                      F-11
<PAGE>
                        PACIFICARE HEALTH SYSTEMS, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
4.  ACQUISITIONS AND DISPOSITIONS (CONTINUED)
terms of the FHP Acquisition also required FHP to contribute $67 million to
Talbert Medical Management Corporation ("Talbert"), a wholly owned subsidiary of
FHP, which increased its net worth to approximately $60 million on February 14,
1997. Also at that time, FHP sold its investment in Talbert in exchange for a
$60 million non-recourse promissory note and rights to purchase shares of
Talbert common stock.
 
    As part of the FHP Acquisition, each former FHP shareholder received Talbert
rights. Holders of Talbert rights were able to purchase one share of Talbert
common stock for each Talbert right for the subscription price of $21.50 per
share. Holders of Talbert rights were entitled to subscribe for all, or any
portion of, the shares of Talbert common stock underlying their Talbert rights
as well as to subscribe for any unallocated additional shares. In May 1997,
Talbert successfully completed its rights offering and shares of Talbert common
stock were distributed. Proceeds from the Talbert rights offering were used to
repay the non-recourse promissory note issued to FHP.
 
    The FHP Acquisition has been accounted for as a purchase. Total
consideration of approximately $2.2 billion, including $18 million of
transaction costs, has been allocated to the assets acquired and liabilities
assumed based on estimates of their fair values. The Company recorded fair value
increases and decreases in tangible assets and liabilities acquired. Fair value
decreases included a $76 million decrease to property, plant and equipment
including real property write downs based on appraised values and the
abandonment of capitalized software and equipment. The Company also recognized
certain liabilities in connection with the acquisition as follows:
 
    - $62 million of contractual obligations and commitments to conform all of
      FHP's multiple information systems to one uniform system which will be
      abandoned upon the final conversion to the Company's operating platform
      (these costs are direct, incremental and are not related to the
      development of new software systems that will have future economic
      benefit);
 
    - $33 million of severance benefits for the involuntary termination of FHP
      employees (approximately $23 million had been paid as of December 31,
      1997);
 
    - $33 million of FHP OPM claims (see Note 10--"Commitments and
      Contingencies"); and
 
    - $14 million for the estimated lease termination costs of FHP facilities
      abandoned.
 
    The fair value of assets acquired and liabilities assumed were $0.9 billion
and $1.1 billion, respectively. A total of $2.4 billion, net of related deferred
taxes, representing the excess of the purchase price over the fair values of the
net assets acquired, has been allocated to goodwill and other acquired
intangible assets and is being amortized over a four to 40 year period.
Identified intangibles of $365 million include commercial employer group
contracts, Medicare contracts, provider networks and assembled workforce.
 
    B)  FLORIDA DISPOSITION--1997.  In February 1997, the Company sold the
outstanding common stock of its Florida subsidiary, at which time the buyer
assumed the daily operations. The sales price, which approximated net book
value, totaled $9 million. The close of the sale was completed in July 1997 when
the Company received regulatory approval from the state of Florida.
 
    C)  PRO FORMA FINANCIAL STATEMENTS.  The Company's consolidated results of
operations include FHP from February 14, 1997 and its Florida subsidiary through
February 1997. The pro forma information below presents combined results of
operations as if the FHP Acquisition, as well as the sale of the Company's
Florida subsidiary, had occurred at the beginning of 1996. The pro forma
information gives effect to actual operating results prior to the acquisition
and adjustments to interest expense, goodwill
 
                                      F-12
<PAGE>
                        PACIFICARE HEALTH SYSTEMS, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
4.  ACQUISITIONS AND DISPOSITIONS (CONTINUED)
amortization and income taxes. No adjustment has been made to give effect to any
synergies which may be realized as a result of the FHP Acquisition.
 
<TABLE>
<CAPTION>
                                                                                           THREE MONTHS
                                                                              YEAR ENDED      ENDED
                                                                             DECEMBER 31,  DECEMBER 31,
                                                                                 1997          1996
                                                                             ------------  ------------
                                                                                    (UNAUDITED)
                                                                               (AMOUNTS IN THOUSANDS,
                                                                             EXCEPT PER SHARE AMOUNTS)
<S>                                                                          <C>           <C>
Total operating revenue....................................................   $9,541,105    $2,334,094
Pretax income..............................................................   $   45,987    $   66,465
Net income (loss)..........................................................   $  (33,977)   $   34,558
                                                                             ------------  ------------
Basic earnings (loss)per share.............................................   $    (0.80)   $     0.77
                                                                             ------------  ------------
Diluted earnings (loss) per share..........................................   $    (0.80)   $     0.76
                                                                             ------------  ------------
                                                                             ------------  ------------
</TABLE>
 
    D)  DISPOSITION OF FHP SUBSIDIARIES--1997.  In February 1997, the Company
announced its intention to sell the Illinois and New Mexico subsidiaries of FHP.
The Company classified the subsidiaries as net assets held for sale and assigned
carrying values at the net realizable value. FHP of Illinois was sold in October
1997 to The Principal Financial Group. FHP of New Mexico was sold in November
1997 to Presbyterian Healthcare Services. Net losses from the date of the FHP
Acquisition through disposition totaling $15 million, and disposition gains
totaling $46 million, have been treated as part of the purchase price
allocation. The pro forma financial information has not been adjusted for these
dispositions because the effects of these dispositions were not significant.
 
    E)  FISCAL 1996 AND 1995 ACQUISITIONS.  In January 1996, the Company
acquired Psychology Systems, Inc., a California-based managed care behavioral
health and employee assistance program company. During fiscal year 1995, the
Company acquired Preferred Solutions, a San Jose-based pharmacy benefit
management company; ValuCare, a Fresno, California-based HMO; and Pacific Health
Plans, a Washington-based HMO. The total purchase price for these acquisitions,
including contingent purchase payments, was approximately $131 million. Based on
the fair values of the assets and liabilities of the acquired companies, the
excess purchase price was approximately $126 million. The acquisitions were
accounted for as purchases and the operating results of each completed
acquisition were included in the consolidated financial statements from the date
of purchase. Amortization of excess purchase price is made over a period not to
exceed 40 years. Pro forma results of operations have not been presented because
the effects of these acquisitions were not significant.
 
5.  LONG-TERM DEBT
 
    into a $1.5 billion credit facility under which it borrowed $1.1 billion in
February 1997 to pay $1.0 billion in cash consideration to former holders of FHP
common and preferred stock and to make other acquisition-related payments.
Through December 31, 1997, the Company repaid $210 million of its borrowings
under the credit facility, resulting in $910 million outstanding. The Company's
credit facility requires mandatory reductions of the outstanding principal
balance beginning January 1999 and is required to be paid in full by January 1,
2002. As of December 31, 1997, the outstanding balance on the credit facility
would not require a reduction until July 1, 2001. The Company is required to
reduce the
 
                                      F-13
<PAGE>
                        PACIFICARE HEALTH SYSTEMS, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
5.  LONG-TERM DEBT (CONTINUED)
outstanding balance to $800 million by July 1, 2001 and pay the remaining
balance by January 1, 2002. Additional borrowings on the credit facility may
result in the Company being subject to earlier mandatory reduction of its
outstanding balance. Interest under the credit facility is presently based on
the London Interbank Offering Rate ("LIBOR") plus a spread, except for $350
million of the outstanding balance which is covered by interest-rate swap
agreements. The average fixed interest rate paid by the Company on the existing
swap agreements is approximately six percent. The terms of the credit facility
contain various covenants usual for financing of this type, including a minimum
net worth requirement, a minimum fixed charge requirement and leverage ratios.
At December 31, 1997, the Company was in compliance with all such covenants. On
February 14, 1997, the Company assumed $100 million in FHP senior notes which
carry an interest rate of seven percent. Interest is payable semiannually and
the notes mature on September 15, 2003. Maturities of long-term debt for the
next five years are $0.2 million in 1998, $0.1 million in 1999, none in 2000,
$910.0 million in 2001, $1.0 million in 2002 and $100.0 million in 2003.
 
6.  SHAREHOLDERS' EQUITY
 
    The authorized Preferred Stock of the Company includes 11,000,000 authorized
shares of Series A Preferred Stock. Each share of Series A Preferred Stock
entitles its owner to convert it at any time to 0.374 shares of Class B Common
Stock, assuming no unpaid accrued dividends in arrears. Series A Preferred Stock
shareholders also have a preference of $25.00 per share over the Common Stock in
the event of involuntary or voluntary liquidation. Dividends on the Series A
Preferred Stock accrue at an annual rate of $1.00 per share, are cumulative and
payable quarterly when, as and if declared by the board of directors. During
1997, the Company paid $9 million in dividends to its preferred shareholders.
There were no unpaid dividends on the Series A Preferred shares at December 31,
1997.
 
    On or after June 17, 1998, the Series A Preferred Stock may be redeemed at
the option of the Company for cash plus unpaid dividends. The redemption price
ranges from 103 percent to 100 percent of the stated value of Series A Preferred
Stock, or $25.00 per share, in one-half percent decrements for each successive
anniversary of June 17, 1998 through 2004. Series A Preferred Stock ranks senior
to the Class A and B Common Stock with respect to dividend and liquidation
rights, and holders of Series A Preferred Stock generally have no voting rights;
however, there are certain exceptions including the right to elect two
additional directors if the equivalent of six quarterly dividends payable on the
Series A Preferred Stock are in default.
 
    In March 1995, the Company completed a public offering of 5,175,000 shares
of its Class B Common Stock, of which 3,000,000 shares were issued and sold by
the Company and 2,175,000 shares were sold by UniHealth. The Company received
net proceeds of approximately $198 million from the sale after deducting
underwriting discounts and commissions and expenses of the offering payable by
the Company. The Company did not receive any of the proceeds from the sale of
shares of Class B Common Stock by UniHealth.
 
                                      F-14
<PAGE>
                        PACIFICARE HEALTH SYSTEMS, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
7. INCOME TAXES
 
    Deferred income taxes reflect the net effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax assets and liabilities are as follows:
 
<TABLE>
<CAPTION>
                                                            DECEMBER 31,   DECEMBER 31,  SEPTEMBER 30,
                                                                1997           1996          1996
                                                            -------------  ------------  -------------
                                                                          (IN THOUSANDS)
<S>                                                         <C>            <C>           <C>
Current deferred tax assets (liabilities):
  Future benefit from goodwill impairment.................   $   --         $   22,433     $  22,637
  Accrued health care costs...............................        59,938        15,334        14,477
  Accrued compensation....................................        14,939        12,687        11,025
  Accrued expenses........................................        37,819         5,198         5,107
  Other assets............................................        14,447         4,803         2,550
  Depreciation............................................       --                917         2,137
  State franchise taxes...................................         3,852        (1,543)        1,779
  Prepaid expenses........................................        (2,381)       (1,476)       (1,451)
  Unrealized gains on marketable securities...............        (6,550)       (2,075)         (738)
  Pharmacy rebate.........................................       (11,190)       --            --
  Other...................................................         1,163        (1,533)       (1,228)
                                                            -------------  ------------  -------------
                                                             $   112,037    $   54,745     $  56,295
                                                            -------------  ------------  -------------
                                                            -------------  ------------  -------------
Non-current deferred tax assets (liabilities):
  Future benefits from goodwill impairment................   $     3,569    $   --         $  --
  Accrued health care costs...............................         6,314        --            --
  Accrued expenses........................................        22,922        --            --
  Identifiable intangibles................................      (132,067)       --            --
  Depreciation............................................        (7,374)       --            --
  Other...................................................         3,843        --            --
                                                            -------------  ------------  -------------
                                                             $  (102,793)   $   --         $  --
                                                            -------------  ------------  -------------
                                                            -------------  ------------  -------------
</TABLE>
 
                                      F-15
<PAGE>
                        PACIFICARE HEALTH SYSTEMS, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
7. INCOME TAXES (CONTINUED)
    The provision for income taxes consists of the following components for the
periods indicated:
 
<TABLE>
<CAPTION>
                                                            THREE MONTHS
                                               YEAR ENDED      ENDED       YEAR ENDED     YEAR ENDED
                                              DECEMBER 31,  DECEMBER 31,  SEPTEMBER 30,  SEPTEMBER 30,
                                                  1997          1996          1996           1995
                                              ------------  ------------  -------------  -------------
                                                                   (IN THOUSANDS)
<S>                                           <C>           <C>           <C>            <C>
Current:
  Federal...................................   $   46,810    $   17,337     $  62,781      $  62,912
  State.....................................        9,436         3,529        13,829         13,927
                                              ------------  ------------  -------------  -------------
  Total current.............................       56,246        20,866        76,610         76,839
Deferred:
  Federal...................................       18,754           163       (22,172)        (2,444)
  State.....................................        6,825            50        (3,611)          (390)
                                              ------------  ------------  -------------  -------------
  Total deferred............................       25,579           213       (25,783)        (2,834)
                                              ------------  ------------  -------------  -------------
  Provision for income taxes................   $   81,825    $   21,079     $  50,827      $  74,005
                                              ------------  ------------  -------------  -------------
                                              ------------  ------------  -------------  -------------
</TABLE>
 
    The following table summarizes significant differences between the provision
for income taxes and the amount computed by applying the statutory federal
income tax rate to income before income taxes:
 
<TABLE>
<CAPTION>
                                                YEAR ENDED      THREE MONTHS       YEAR ENDED         YEAR ENDED
                                               DECEMBER 31,    ENDED DECEMBER     SEPTEMBER 30,      SEPTEMBER 30,
                                                   1997           31, 1996            1996               1995
                                              ---------------  ---------------  -----------------  -----------------
                                                                          (IN THOUSANDS)
<S>                                           <C>              <C>              <C>                <C>
  Computed expected provision...............          35.0%            35.0%             35.0%              35.0%
  State taxes, net of federal benefit.......          16.9              4.4               4.4                4.9
  Tax exempt interest.......................          (6.3)            (2.0)             (3.6)              (2.2)
  Impairment of non-deductible goodwill.....          54.6           --                   1.8             --
  Amortization of intangibles...............          29.7              0.9               1.5                1.1
  Other, net................................           6.2              1.6               2.3                1.8
                                                     -----              ---               ---                ---
  Provision for income taxes................         136.1%            39.9%             41.4%              40.6%
                                                     -----              ---               ---                ---
                                                     -----              ---               ---                ---
</TABLE>
 
    The majority of the goodwill impairment charges (see Note 9--"Impairment,
Disposition, Restructuring and Other Charges") recorded in the fourth quarter of
1997 are not deductible for income tax purposes. Therefore, the Company did not
record a benefit for most of these charges. The magnitude of these charges, in
conjunction with the inability to record a related income tax benefit, resulted
in the Company reporting a disproportionately high effective income tax rate.
The 1997 effective income tax rate without the effect of the impairment charges
was approximately 50 percent. Excluding the impact of non-deductible goodwill
impairment and amortization, the impact of state taxes, net of federal benefit
would have been 5.3 percent for 1997.
 
                                      F-16
<PAGE>
                        PACIFICARE HEALTH SYSTEMS, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
8.  EMPLOYEE BENEFIT PLANS
 
    A)  SAVINGS AND PROFIT-SHARING PLANS.  Substantially all full-time employees
of the Company are eligible to participate in a savings and profit-sharing plan.
Under the plan, participants may defer up to 12 percent of their annual
compensation with the Company matching one-half of the deferral, up to a maximum
of three percent of annual compensation per employee. Additionally, the Company
automatically contributes two percent of annual compensation per employee to the
plan, and at the discretion of the Company's board of directors, an additional
amount may be contributed to each participant generally based on a percentage of
pretax income. Contributions to the plan totaled $7 million, $3 million, $14
million and $14 million for the year ended December 31, 1997, three months ended
December 31, 1996 and the fiscal years ended September 30, 1996 and 1995,
respectively.
 
    FHP had an Employee Stock Ownership Plan which covered substantially all FHP
employees. The FHP plan consisted of three separate parts: an employee stock
ownership plan (the "ESOP"); a 401(k) plan; and a payroll-based tax credit
employee stock ownership plan. Effective February 14, 1997, the payroll-based
tax credit employee stock ownership plan was spun off into a separate plan and
was terminated. The ESOP portion and the 401(k) portion were continued as part
of the FHP plan which, effective February 14, 1997, was converted to a
profit-sharing plan (the "FHP Savings Plan"). The FHP Savings Plan was amended
to eliminate certain provisions to discontinue distributions in shares of FHP
common stock. FHP employees participated in the FHP Savings Plan until December
31, 1997 at which time they became eligible to participate in the Company's
plan. In 1998 all eligible participants' balances will be transferred to the
Company's plan and The FHP Savings Plan will be merged into the Company's plan.
The Company will be making contributions to the FHP Savings Plan for 1997 during
1998.
 
    FHP maintained a defined contribution pension plan to which it ceased making
contributions effective January 1996. All participants in the pension plan
vested as of December 31, 1995. The pension plan was terminated effective
December 31, 1997, with participants to receive distributions in early 1998.
 
    B)  STOCK OPTION PLANS.  The Company has three stock option plans: the 1996
Employee Plan, the 1996 Director Plan and the 1997 Premium Plan. Under the 1996
Employee Plan, officers and key employees are granted options to purchase shares
of the Company's common stock at exercise prices equal or greater than the
market price on the date of grant. Stock appreciation rights and stock payments
may also be awarded under the 1996 Employee Plan. No stock appreciation rights
have been awarded under the 1996 Employee Plan. Options granted under the 1996
Employee Plan generally vest over a four-year period with 25 percent of the
options vesting each year. During 1997, the Company granted options which vest
upon achievement of certain earnings targets. Vested options may be exercised at
any time during the ten years subsequent to the date of grant, except upon the
death, disability, retirement or termination of employment of the optionee.
Options granted under the stock option plans expire ten years from the date of
grant. At December 31, 1997, approximately 0.9 million shares were available for
awards under the 1996 Employee Plan.
 
    In 1997, certain holders of the Company's stock options received additional
stock options in exchange for waiving the accelerated vesting provision of their
options triggered by the FHP Acquisition. Also during 1997, certain stock
options were canceled and new options were granted with exercise prices equal to
the Company's stock price on the grant date. The new options have a four-year
vesting schedule commencing on the date of grant, except for options which vest
based on earnings targets that continue to vest based on the original earnings
targets.
 
                                      F-18
<PAGE>
                        PACIFICARE HEALTH SYSTEMS, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
8.  EMPLOYEE BENEFIT PLANS (CONTINUED)
    The 1996 Director Plan provides for the automatic annual grant of options to
purchase 5,000 shares of the Company's common stock to each eligible non-officer
director of the Company. Options granted under the 1996 Director Plan have a
four-year vesting schedule with 25 percent of the options vesting each year
after the date of grant.
 
    In October 1997, the compensation committee adopted the 1997 Premium Priced
Stock Option Plan, subject to shareholder approval. Under the 1997 Premium Plan,
certain officers of the Company were granted options to purchase shares of the
Company's common stock. No participant may receive options to purchase more than
400,000 shares per year. Currently, the maximum number of shares available to
grant under this plan is 2.4 million. Fifty percent of the options granted under
the 1997 Premium Plan vest within three years of the date of grant if the price
of the Company's Class B Common Stock reaches $92.50, which is the exercise
price. The remaining 50 percent vest if the price of the Company's Class B
Common Stock reaches $114.00 within five years, with the exercise price equal to
$114.00. The first 50 percent of the options expire in 2000 if the $92.50 stock
price is not achieved and the remaining 50 percent expire in 2002 if the $114.00
stock price is not achieved. During 1997 nearly 2.4 million options were granted
under the 1997 Premium Plan.
 
    Effective with the FHP Acquisition, stock options to purchase shares of FHP
common stock were exchanged for options to purchase shares of the Company's
Class B Common Stock, along with Talbert rights (see Note 4--"Acquisitions and
Dispositions"). Non-qualified stock option activity for the periods indicated
was as follows:
 
<TABLE>
<CAPTION>
                                                             NON-QUALIFIED STOCK OPTIONS
                                              ----------------------------------------------------------
                                               CLASS A   WEIGHTED AVERAGE    CLASS B    WEIGHTED AVERAGE
                                                STOCK     EXERCISE PRICE      STOCK      EXERCISE PRICE
                                              ---------  -----------------  ----------  ----------------
<S>                                           <C>        <C>                <C>         <C>
OUTSTANDING AT SEPTEMBER 30, 1995...........    357,084      $    7.77       1,692,311     $    46.38
Granted at market price.....................     --             --             402,150     $    71.34
Exercised...................................    (48,250)     $    9.58        (333,168)    $    35.93
Canceled....................................     --             --            (114,172)    $    64.93
                                              ---------          -----      ----------        -------
OUTSTANDING AT SEPTEMBER 30, 1996...........    308,834      $    7.49       1,647,121     $    53.21
Granted at market price.....................     --             --             358,300     $    80.92
Exercised...................................     --             --              (9,722)    $    62.91
Canceled....................................     --             --            (210,561)    $    80.25
                                              ---------          -----      ----------        -------
OUTSTANDING AT DECEMBER 31, 1996............    308,834      $    7.49       1,785,138     $    55.79
Granted at market price.....................     --             --           1,948,100     $    70.98
Granted in excess of market price...........     --             --           1,187,500     $    92.50
Granted in excess of market price...........     --             --           1,187,500     $   114.00
Exchanged for FHP stock options.............     --             --             933,594     $    51.83
Exercised...................................    (74,784)     $    5.85        (903,029)    $    46.98
Canceled....................................     --             --            (470,347)    $    75.04
                                              ---------          -----      ----------        -------
OUTSTANDING AT DECEMBER 31, 1997............    234,050      $    8.02       5,668,456     $    75.51
                                              ---------          -----      ----------        -------
                                              ---------          -----      ----------        -------
</TABLE>
 
                                      F-19
<PAGE>
                        PACIFICARE HEALTH SYSTEMS, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
8.  EMPLOYEE BENEFIT PLANS (CONTINUED)
    The following is a summary of stock options exercisable as of the dates
indicated:
 
<TABLE>
<CAPTION>
                                                              NON-QUALIFIED STOCK OPTIONS
                                              -----------------------------------------------------------
                                               CLASS A   WEIGHTED AVERAGE    CLASS B    WEIGHTED AVERAGE
                                                STOCK     EXERCISE PRICE      STOCK      EXERCISE PRICE
                                              ---------  -----------------  ----------  -----------------
<S>                                           <C>        <C>                <C>         <C>
Exercisable at September 30, 1995...........    342,984      $    7.36         395,114      $   21.23
Exercisable at September 30, 1996...........    308,834      $    7.49         435,474      $   35.57
Exercisable at December 31, 1996............    308,834      $    7.49         728,316      $   45.73
Exercisable at December 31, 1997............    234,050      $    8.02       1,268,710      $   54.62
</TABLE>
 
    The following is a summary of information about options outstanding and
options exercisable at December 31, 1997:
 
<TABLE>
<CAPTION>
                                               OPTIONS OUTSTANDING
                                   -------------------------------------------     OPTIONS EXERCISABLE
                                                   WEIGHTED                     -------------------------
                                                    AVERAGE        WEIGHTED                   WEIGHTED
                                                   REMAINING        AVERAGE                    AVERAGE
                                     NUMBER       CONTRACTUAL      EXERCISE       NUMBER      EXERCISE
RANGE OF EXERCISE PRICES           OUTSTANDING   LIFE (YEARS)        PRICE      EXERCISABLE     PRICE
---------------------------------  -----------  ---------------  -------------  ----------  -------------
<S>                                <C>          <C>              <C>            <C>         <C>
CLASS A STOCK:
$1.63 - $19.75...................     234,050              3       $    8.02       234,050    $    8.02
                                   -----------           ---     -------------  ----------       ------
                                   -----------           ---     -------------  ----------       ------
CLASS B STOCK:
$ 0.48 - $19.75..................      75,312              4       $    9.21        75,312    $    9.21
$29.75 - $43.34..................     393,662              6       $   39.14       374,809    $   39.36
$44.75 - $67.00..................   1,664,326              9       $   64.65       572,114    $   62.97
$68.88 - $92.50..................   2,347,656              9       $   82.84       246,475    $   72.32
$114.00..........................   1,187,500             10       $  114.00        --           --
                                   -----------                                  ----------
                                    5,668,456                                    1,268,710
                                   -----------                                  ----------
                                   -----------                                  ----------
</TABLE>
 
    C)  PRO FORMA STOCK OPTION DISCLOSURE.  Pro forma net earnings and earnings
per share information, as required by Statement of Financial Accounting
Standards No. 123 ("SFAS 123"), "Accounting for Stock-Based Compensation," has
been determined as if the Company had accounted for employee stock options under
SFAS 123's fair value method. The fair value of these options was estimated at
grant date using a Black-Scholes option pricing model with the following
weighted-average assumptions for fiscal 1997 and 1996, respectively: risk-free
interest rate of six percent; dividend yield of zero percent; weighted average
expected option life of three years; and volatility of the expected market price
of the Company's common stock of 43 percent.
 
    For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the vesting period of the options. The
Company's pro forma net income (loss) for the year ended December 31, 1997,
three months ended December 31, 1996 and fiscal year ended September 30, 1996
was $(48) million, $31 million and $69 million, respectively, the pro forma
basic earnings (loss) per share were $(1.19), $0.99 and $2.24 and pro forma
diluted earnings (loss) per share were $(1.19), $0.97 and $2.19 respectively.
These pro forma amounts include amortized fair values attributable to options
granted after October 1, 1995 only, and therefore are not representative of
future pro forma amounts.
 
                                      F-20
<PAGE>
                        PACIFICARE HEALTH SYSTEMS, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
8.  EMPLOYEE BENEFIT PLANS (CONTINUED)
    The weighted-average fair values on the grant date for options granted at
market values for the year ended December 31, 1997, three months ended December
31, 1996 and the fiscal year ended September 30, 1996, were $71.95, $80.95 and
$71.53, respectively. The weighted-average fair value on the grant date for
options granted in excess of market value during 1997 was $68.63.
 
9.  IMPAIRMENT, DISPOSITION, RESTRUCTURING AND OTHER CHARGES
 
    A)  YEAR ENDED DECEMBER 31, 1997.  The Company recognized pretax charges for
the year ended December 31, 1997 totaling $155 million ($129 million or $3.18
diluted loss per share, net of tax). The pretax charges included fourth quarter
write-offs associated with the impairment of goodwill in certain of the
Company's markets, restructuring charges and certain other charges.
 
    IMPAIRMENT.  The Company recognized a $124 million ($111 million or $2.73
diluted loss per share, net of tax) charge for goodwill and intangible assets
which were impaired and no longer recoverable from future operations. These
pretax charges relate to the following markets and products:
 
    - $63 million for the Utah HMO;
 
    - $40 million for the Washington health plan; and
 
    - $21 million primarily for discontinued workers' compensation products.
 
    As discussed in the second quarter, Utah's operating loses were related to
lower than expected 1997 premium rate increases coupled with a shift of
membership from capitated to non-capitated health care providers as a
significant health care provider contract switched from capitation to
fee-for-service. The Company agreed to continue this contract to ensure an
adequate infrastructure to service the Utah membership. At the same time, the
Utah information systems migrated to the standard FHP system in anticipation of
the conversion of the FHP system into the Company's common system. As a result,
increased utilization under the new fee-for-service contract was not visible
until the fourth quarter of 1997 when conversion reconciliations discovered
significant unpaid claims as well as claims paid inaccurately. The Company
expects that economic and competitive conditions in Utah will continue to
minimize premium increases and will make provider capitation contracting
difficult. Because the 1997 losses and the cash flow analysis did not support
the recoverability of goodwill, the Company recorded an impairment charge and
announced that it will exit or otherwise dispose of the Utah operations.
 
    Since its acquisition, the Washington market has had a history of operating
losses. While capitated contracts have been implemented, claims payment issues
continue as most providers are not able to administer the claims process.
Utilization also continues to be higher than expected. The Company determined
that goodwill and intangibles were no longer recoverable and recorded an
impairment charge in light of the historical and increasing losses in the market
and expected future cash flows.
 
    The Company owns a subsidiary that provides workers' compensation benefits.
In developing its 1998 business plan, the Company determined that California
legislation did not allow workers' compensation products to be priced at a
competitive rate that would result in the required return on investment. Without
a profitable California revenue stream, the remaining business did not support
the recoverability of the goodwill and the impairment was recorded.
 
    The Company is committed to the successful integration of FHP and as part of
that process continually assesses the efficiency of its operations and
determines whether duplicative functions or
 
                                      F-21
<PAGE>
                        PACIFICARE HEALTH SYSTEMS, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
9.  IMPAIRMENT, DISPOSITION, RESTRUCTURING AND OTHER CHARGES (CONTINUED)
facilities exist. As a result of that commitment, the Company identified
opportunities to restructure and streamline operations which resulted in
recording a restructuring charge in the fourth quarter of 1997 in the amount of
$15 million ($9 million or $0.22 diluted loss per share, net of tax). The
restructuring charges include work force reductions, facility consolidation and
other related cost accruals. To improve efficiency and reduce costs, the Company
experienced a work force reduction. Work force costs of $8 million primarily
include employee severance related to involuntary termination programs. Lease
terminations of $5 million pretax were associated with the consolidation of
administrative and operations office space. Other related charges totaled $2
million, pretax. Cash flows from operations are expected to fund all of the
restructuring charges. The restructuring should be complete by December 1998.
 
    OTHER.  Approximately $16 million ($9 million, or $0.23 diluted loss per
share, net of tax) of other charges were recorded for contracts for which the
anticipated future health care costs exceed the premiums. Approximately $13
million ($8 million, or $0.19 diluted loss per share, net of tax) related to
PacifiCare of Utah due to the continuing losses anticipated by the plan. The
remaining charge for loss contract accruals pertains to a workers' compensation
insurance company and an HMO plan.
 
    B)  YEAR ENDED SEPTEMBER 30, 1996.  The Company recognized pretax
impairment, disposition, restructuring and OPM charges for the year ended 1996
totaling $101 million ($62 million or $1.96 diluted loss per share, net of tax).
 
    IMPAIRMENT.  During 1996, the Company decided that its PacifiCare of Florida
("Florida") subsidiary would not launch the Secure Horizons program and withdrew
its HCFA application after considering the effects of enhanced state regulation,
reduced Medicaid reimbursement, and continued losses experienced in the Florida
market. The business strategy for Florida profitability was based on launching
the Company's Secure Horizons program. Accordingly, the Company recognized a $59
million ($34 million or $1.08 diluted loss per share, net of tax) charge for the
impairment of goodwill and decided to sell its Florida operations.
 
    DISPOSITION OF MEDICAL CLINICS.  Effective June 1, 1996, the Company sold
the assets of its Florida subsidiary's staff-model medical clinics resulting in
a pretax loss of $9 million ($8 million or $0.26 diluted loss per share, net of
tax).
 
    RESTRUCTURING.  During 1996, management approved a plan relating to the
discontinuation of certain specialty heath care products and services that did
not meet the Company's strategic and economic return objectives, including a
reduction in workforce and the establishment of regional customer service
centers. A restructuring charge of $8 million ($5 million or $0.15 diluted loss
per share, net of tax) was recognized which included employee severance related
to an involuntary workforce reduction of approximately $4 million, write-offs of
assets designated for disposition of approximately $3 million, and other related
costs of approximately $1 million. The restructuring was financed by cash flows
from operations and actual expenditures did not differ materially from amounts
accrued.
 
    OTHER.  In June 1996, a pretax charge was recognized of $25.0 million ($15
million, or $0.47 diluted loss per share, net of tax) for an increase of
reserves in anticipation of negotiations relating to potential governmental
claims for contracts with OPM. The Company's HMO subsidiaries have commercial
contracts with OPM to provide managed health care services to members under the
Federal Employees Health Benefits Program ("FEHBP"). OPM, as a normal course of
business, audits health plans with which it contracts to, among other things,
verify that premiums charged under OPM contracts are
 
                                      F-22
<PAGE>
                        PACIFICARE HEALTH SYSTEMS, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
9.  IMPAIRMENT, DISPOSITION, RESTRUCTURING AND OTHER CHARGES (CONTINUED)
established in compliance with community rating and other requirements under the
FEHBP. Currently, OPM audits for multiple periods are in various stages of
completion for the majority of the Company's HMO subsidiaries.
 
10.  COMMITMENTS AND CONTINGENCIES
 
    A)  OPM.  The Company's HMO subsidiaries have commercial contracts with OPM
to provide managed health care services to members under FEHBP for federal
employees, annuitants and their dependents. In the normal course of business,
OPM audits health plans with which it contracts to, among other things, verify
that the premiums calculated and charged to OPM are established in compliance
with the best price community rating guidelines established by OPM. OPM
typically audits plans once every five or six years and each audit covers the
prior five or six year period. Depending on the type of contract the Company has
with OPM, OPM will audit one or more health plans at the same time. OPM has
notified PacifiCare of its intent to audit or has recently completed an audit of
the majority of the Company's health plans. While the government's initial
on-site audits are usually followed by a post-audit briefing in which the
government indicates its preliminary results, final resolution and settlement of
the audits have historically taken a minimum of three to five years.
 
    In addition to claims made by the auditors as part of the normal audit
process, the OPM may also refer their results to the United States Department of
Justice ("DOJ") for potential legal action under the False Claims Act. The DOJ
has the authority to file a claim under the False Claims Act if it believes that
the health plan knowingly overcharged the government or otherwise submitted
false documentation or certifications. In False Claims Act actions, the
government may impose trebled damages and a civil penalty of not less than
$5,000 nor more than $10,000 for each separate alleged false claim. In November
1997, the Company was notified that the 1995 audit of the operations of the
Company's Oklahoma HMO subsidiary, had been referred to the DOJ. The Company is
negotiating to settle this matter with the DOJ.
 
    PacifiCare intends to negotiate with OPM and the DOJ on all matters to
attain a mutually satisfactory result. There can be no assurance, however, that
these negotiations will be concluded satisfactorily, that additional audits will
not be referred to the DOJ, or that additional, possibly material, liability
will not be incurred. The Company has also entered into discussions with OPM.
The Company believes that any ultimate liability in excess of amounts accrued
would not materially affect the Company's consolidated financial position.
However, such liability could have a material effect on results of operations or
cash flows of a future quarter if resolved unfavorably.
 
    B)  LEASE COMMITMENTS.  The Company leases office space and equipment under
various non-cancelable operating leases. Rental expense totaled $48 million, $5
million, $29 million and $18 million for the year ended December 31, 1997, the
three months ended December 31, 1996 and the fiscal years ended September 30,
1996 and 1995, respectively.
 
    For the years ending December 31, 1998 through 2002, future minimum lease
payments total $51 million, $38 million, $26 million, $18 million and $15
million, respectively. Minimum lease payments after December 31, 2002 will be
$35 million.
 
    The Company has entered into a real estate and equipment master transfer
agreement to provide for the lease, sublease or assignment by the Company of
facilities and equipment that are either owned or leased by the Company. The net
book value of such facilities and equipment at December 31, 1997 was
 
                                      F-23
<PAGE>
                        PACIFICARE HEALTH SYSTEMS, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
10.  COMMITMENTS AND CONTINGENCIES (CONTINUED)
approximately $83 million. The leases are accounted for as operating leases, and
subleases are accounted for as rental income. The Master Lease Agreement
extensions, at prevailing market rates, of the existing terms of the individual
leases to December 31, 2005 and two five-year extension options at prevailing
market rates, exercisable solely at the lessee's discretion; and a right of
first offer for the lessee to purchase the furniture, fixtures and equipment.
The parties have also agreed to enter into a separate lease agreement with
respect to furniture, fixtures and equipment that will expire on December 31,
2000.
 
    C)  EMPLOYMENT AGREEMENTS.  The Company has entered into employment
agreements with the president and chief executive officer of the Company and
certain other executive officers. The agreements contain provisions that would
entitle each to receive severance benefits which are payable if employment is
terminated for various reasons, including termination following a change of
ownership or control of the Company as defined by the agreements. The maximum
contingent liability for severance payments that the Company would be required
to make under the employment agreements (excluding amounts which may be payable
under incentive plans and the value of certain benefits) is approximately $10
million at December 31, 1997.
 
    D)  LEGAL PROCEEDINGS.  The Company has been served with several purported
class action suits alleging violations of federal securities laws by the Company
and by certain of its officers and directors. The complaints relate to the
period from the date of the FHP Acquisition through the Company's November 25,
1997 announcement that earnings for the fourth quarter of 1997 would be lower
than expected. These complaints primarily allege that the Company previously
omitted and/or misrepresented material facts with respect to its costs, earnings
and profits. These suits are at a very early stage and no discovery has
occurred. The Company believes it has good defenses to the claims in these suits
and is contesting them vigorously.
 
    The Company is also involved in legal actions in the normal course of
business, some of which seek monetary damages, including claims of punitive
damages which are not covered by insurance. After review, including consultation
with counsel, based on current information, management believes any ultimate
liability in excess of amounts accrued which would likely arise from these
actions (including the purported class actions) would not materially affect the
Company's consolidated financial position, results of operations or cash flows.
However, management's evaluation of the likely impact of these actions could
change in the future and an unfavorable outcome, depending upon the amount and
timing, could have a material adverse effect on the Company's results of
operations or cash flows for a future quarter.
 
                                      F-24
<PAGE>
                REPORT OF ERNST & YOUNG LLP INDEPENDENT AUDITORS
 
The Board of Directors and Shareholders
PacifiCare Health Systems, Inc.
 
    We have audited the accompanying consolidated balance sheets of PacifiCare
Health Systems, Inc. as of December 31, 1997 and 1996, and as of September 30,
1996, and the related consolidated statements of operations, shareholders'
equity and cash flows for the year ended December 31, 1997, the three months
ended December 31, 1996 and each of the years in the two-year period ended
September 30, 1996. Our audits also included the financial statement schedule
listed in the Index at Item 14(a)(2). These financial statements and schedule
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements and schedule based on our
audits.
 
    We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
    In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
PacifiCare Health Systems, Inc. at December 31, 1997 and 1996, and at September
30, 1996, and the consolidated results of its operations and its cash flows for
the year ended December 31, 1997, the three months ended December 31, 1996 and
each of the years in the two-year period ended September 30, 1996 in conformity
with generally accepted accounting principles. Also in our opinion, the related
financial statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.
 
                                          ERNST & YOUNG LLP
 
Los Angeles, California
February 24, 1998
 
                                      F-25
<PAGE>
                        PACIFICARE HEALTH SYSTEMS, INC.
           QUARTERLY INFORMATION FOR 1997 AND FISCAL 1996 (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                                                QUARTERS ENDED
                                                              --------------------------------------------------
                                                               MARCH 31,    JUNE 30,     SEPT. 30,    DEC. 31,
1997(1)                                                          1997         1997         1997        1997(2)
------------------------------------------------------------  -----------  -----------  -----------  -----------
                                                                   (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                                                           <C>          <C>          <C>          <C>
Operating revenue...........................................  $ 1,843,603  $ 2,381,100  $ 2,401,355  $ 2,356,622
Operating expenses..........................................    1,772,488    2,338,872    2,343,947    2,483,378
Interest income, net........................................        7,966        1,673        4,127        2,363
                                                              -----------  -----------  -----------  -----------
Income (loss) before income taxes...........................       79,081       43,901       61,535     (124,393)
Provision for income taxes..................................       35,587       25,904       30,767      (10,433)
                                                              -----------  -----------  -----------  -----------
Net income (loss)...........................................  $    43,494  $    17,997  $    30,768  $  (113,960)
                                                              -----------  -----------  -----------  -----------
                                                              -----------  -----------  -----------  -----------
Preferred dividends.........................................         (904)      (2,630)      (2,629)      (2,629)
                                                              -----------  -----------  -----------  -----------
Net income (loss) available to common shareholders..........  $    42,590  $    15,367  $    28,139  $  (116,589)
                                                              -----------  -----------  -----------  -----------
                                                              -----------  -----------  -----------  -----------
Basic earnings (loss) per share(3)..........................  $      1.17  $      0.37  $      0.67  $     (2.78)
                                                              -----------  -----------  -----------  -----------
                                                              -----------  -----------  -----------  -----------
Diluted earnings (loss) per share(3)........................  $      1.12  $      0.37  $      0.67  $     (2.78)
                                                              -----------  -----------  -----------  -----------
                                                              -----------  -----------  -----------  -----------
Membership(4)...............................................        3,967        3,958        3,834        3,792
                                                              -----------  -----------  -----------  -----------
                                                              -----------  -----------  -----------  -----------
</TABLE>
 
<TABLE>
<CAPTION>
                                                                 DEC. 31,     MARCH 31,    JUNE 30,     SEPT. 30,
1996                                                               1995         1996        1996(5)      1996(6)
--------------------------------------------------------------  -----------  -----------  -----------  -----------
<S>                                                             <C>          <C>          <C>          <C>
Operating revenue.............................................  $ 1,064,324  $ 1,157,170  $ 1,194,718  $ 1,221,093
Operating expenses............................................    1,029,240    1,115,205    1,185,689    1,228,534
Interest income, net..........................................       11,749       11,383        9,880       11,131
                                                                -----------  -----------  -----------  -----------
Income before income taxes....................................       46,833       53,348       18,909        3,690
Provision for income taxes....................................       18,854       21,479       10,331          163
                                                                -----------  -----------  -----------  -----------
Net income....................................................  $    27,979  $    31,869  $     8,578  $     3,527
                                                                -----------  -----------  -----------  -----------
                                                                -----------  -----------  -----------  -----------
Basic earnings per share......................................  $      0.91  $      1.03  $      0.27  $      0.11
                                                                -----------  -----------  -----------  -----------
                                                                -----------  -----------  -----------  -----------
Diluted earnings per share....................................  $      0.89  $      1.00  $      0.27  $      0.11
                                                                -----------  -----------  -----------  -----------
                                                                -----------  -----------  -----------  -----------
Membership(3).................................................        1,816        1,959        1,996        2,031
                                                                -----------  -----------  -----------  -----------
                                                                -----------  -----------  -----------  -----------
</TABLE>
 
--------------------------
 
(1) The 1997 results include the results of operations for the FHP Acquisition
    from February 14, 1997 (see Note 4 of the Notes to Consolidated Financial
    Statements).
 
(2) The December 31, 1997 results include $155 million of pretax charges ($129
    million or $3.18 diluted loss per share, net of tax) for the impairment of
    long-lived assets, restructuring and certain other charges (see Note 9 of
    the Notes to Consolidated Financial Statements). Operating income as a
    percentage of operating revenue before pretax charges was 2.2 percent.
 
(3) Earnings per share have been restated to conform with the provisions of
    Statement of Financial Accounting Standards No. 128 "Earnings Per Share."
    Basic earnings per share excludes the effect of all potentially dilutive
    securities. Diluted earnings per share includes the effect of all
    potentially dilutive common securities (see Note 20 of the Notes to
    Consolidated Financial Statements). For the each of the quarters of the year
    ended September 30, 1996 and March, June and September quarters for 1997,
    the current presentation of diluted earnings per share is identical to the
    Company's former presentation of primary earnings per share. The potentially
    dilutive securities were excluded from the calculation of diluted loss per
    share for the fourth quarter of 1997 because they were anti-dilutive. The
    Class A Common Stock, Class B Common Stock and Series A Preferred Stock
    issued in conjunction with the FHP Acquisition (see Note 4 of the Notes to
    Consolidated Financial Statements) caused a significant increase in the
    shares outstanding used in computing earnings per share between fiscal 1997
    quarters. Due to this significant increase in shares outstanding, and the
    anti-dilutive effect of the potentially dilutive securities, the sum of the
    quarterly earnings (loss) per share does not equal the year-to-date loss per
    share.
 
(4) Membership as of quarter end.
 
(5) The June 30, 1996 results include $42 million of pretax charges ($28 million
    or $0.88 diluted loss per share, net of tax) for potential government
    claims, the disposition of medical clinics and certain restructuring charges
    (see Note 9 of the Notes to Consolidated Financial Statements).
 
(6) The September 30, 1996 results include $59 million of pretax charges ($34
    million or $1.08 diluted loss per share, net of tax) for the impairment of
    goodwill of the Florida operations (see Note 9 of the Notes to Consolidated
    Financial Statements).
 
                                      F-26
<PAGE>
                PACIFICARE HEALTH SYSTEMS, INC. AND SUBSIDIARIES
                SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                             (AMOUNTS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                         ADDITIONS
                                                                  ------------------------
                                        BALANCE AT                CHARGED TO   CHARGED TO                BALANCE AT
                                         BEGINNING       FHP       COSTS AND      OTHER     DEDUCTIONS/    END OF
DESCRIPTION                              OF PERIOD   ACQUISITION   EXPENSES     ACCOUNTS    WRITE-OFFS     PERIOD
--------------------------------------  -----------  -----------  -----------  -----------  -----------  -----------
<S>                                     <C>          <C>          <C>          <C>          <C>          <C>
Allowance for Doubtful Accounts
Year ended September 30, 1995.........   $     558       --        $     530    $   1,498    $   1,896    $     690
                                        -----------  -----------  -----------  -----------  -----------  -----------
                                        -----------  -----------  -----------  -----------  -----------  -----------
Year ended September 30, 1996.........   $     690       --        $     999    $     (85)   $     714    $     890
                                        -----------  -----------  -----------  -----------  -----------  -----------
                                        -----------  -----------  -----------  -----------  -----------  -----------
Three months ended December 31,
  1996................................   $     890       --        $     296    $     (92)   $     (46)   $   1,048
                                        -----------  -----------  -----------  -----------  -----------  -----------
                                        -----------  -----------  -----------  -----------  -----------  -----------
Year ended December 31, 1997..........   $   1,048    $   7,036    $   5,171    $   3,620    $  (3,277)   $  13,598
                                        -----------  -----------  -----------  -----------  -----------  -----------
                                        -----------  -----------  -----------  -----------  -----------  -----------
</TABLE>
 
                                      F-27
<PAGE>
                        PACIFICARE HEALTH SYSTEMS, INC.
 
                                 EXHIBIT INDEX
 
<TABLE>
<C>        <S>
     3.01  Amended and Restated Certificate of Incorporation of the Registrant.
 
     3.02  Certificate of Amendment of Amended and Restated Certificate of Incorporation of the
             Registrant.
 
     3.03  Bylaws of the Registrant [incorporated by reference to Exhibit 3.01 to the
             Registrant's Form 10-Q for the quarter ended March 31, 1997].
 
     3.04  First Amendment to Bylaws of the Registrant [incorporated by reference to Exhibit
             3.02 to the Registrant's Form 10-Q for the quarter ended March 31, 1997].
 
     4.01  Form of Specimen Certificate for Registrant's Class A Common Stock [incorporated by
             reference to Exhibit 4.01 to the Registrant's Form 8-K, dated February 21, 1997].
 
     4.02  Form of Specimen Certificate for Registrant's Class B Common Stock [incorporated by
             reference to Exhibit 4.02 to the Registrant's Form 8-K, dated February 21, 1997].
 
     4.03  Form of Specimen Certificate for Registrant's Series A Cumulative Convertible
             Preferred Stock [incorporated by reference to Exhibit 4.03 to the Registrant's Form
             8-K, dated February 21, 1997].
 
     4.04  First Supplemental Indenture, dated as of February 14, 1997, by and among the
             Registrant, FHP International Corporation and The Chase Manhattan Bank, N.A.
             [incorporated by reference to Exhibit 4.01 to the Registrant's Form 10-Q for the
             quarter ended March 31, 1997].
 
    10.01  Employment Agreement, dated December 1, 1994, between the Registrant and Alan Hoops
             [incorporated by reference to Exhibit 10.2 to the Registrant's Form 10-Q for the
             quarter ended December 31, 1994].(1)
 
    10.02  Employment Agreement, dated December 12, 1994, between the Registrant and Jeffrey
             Folick [incorporated by reference to Exhibit 10.3 to the Registrant's Form 10-Q for
             the quarter ended December 31, 1994].(1)
 
    10.03  Employment Agreement, dated February 22, 1990, between the Registrant and Wayne
             Lowell, as amended June 5, 1992 [incorporated by reference to Exhibit 28.3 to the
             Registrant's Registration Statement on Form S-3 (File No. 33-72012)].(1)
 
    10.04  Form of contract for the period January 1, 1993 through December 31, 1993 between
             PacifiCare of California and the Department of Health and Human Services
             [incorporated by reference to Exhibit 10.3 to the Registrant's Registration
             Statement on Form S-3 (File 33-72012)].
 
    10.05  Management Consulting Agreement, dated as of October 1, 1991, between the Registrant
             and UniHealth [incorporated by reference to Exhibit 28.6 to the Registrant's
             Registration Statement on Form S-3 (File No. 33-52438)].
 
    10.06  1996 Stock Option Plan for Officers and Key Employees of the Registrant [incorporated
             by reference to Exhibit 10.05 to Registrant's Form 8-B, dated January 23, 1997].(1)
 
    10.07  1996 Non-Officer Directors Stock Option Plan of the Registrant [incorporated by
             reference to Exhibit 10.06 to Registrant's Form 8-B, dated January 23, 1997].(1)
 
    10.08  1996 Management Incentive Compensation Plan of the Registrant [incorporated by
             reference to Exhibit 10.07 to Registrant's Form 8-B, dated January 23, 1997].(1)
 
    10.09  1996 Long-Term Performance Incentive Plan of the Registrant [incorporated by
             reference to Exhibit 10.08 to Registrant's Form 8-B, dated January 23, 1997].(1)
</TABLE>
 
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<PAGE>
                        PACIFICARE HEALTH SYSTEMS, INC.
 
                                 EXHIBIT INDEX
 
<TABLE>
<C>        <S>
    10.10  Form of 1997 Premium Priced Stock Option Plan of the Registrant.(1)
 
    10.11  Credit Agreement, dated as of October 31, 1996, among Registrant, the several
             financial institution from time to time party to the Credit Agreement, The Bank of
             New York, The Bank of Nova Scotia, Banque Nationale de Paris, Dai-Ichi Kangyo bank,
             Ltd., The Industrial Bank of Japan Limited, RaboBank Nederland, Sanwa Bank of
             California, The Sumitomo Bank, Limited and Wells Fargo Bank, N.A., as co-agents,
             The Chase Manhattan Bank and CitiCorp USA, Inc. as managing agents, and Bank of
             America National Trust and Savings Association, as agent for the Banks
             [incorporated by reference to Exhibit 10.01 to the Registrant's Registration
             Statement on Form S-4 (File No. 333-16271)].
 
    10.12  First Amendment to Credit Agreement, dated as of August 15, 1997, among the
             Registrant, the Banks party to the Credit Agreement, dated as of October 31, 1996,
             and Bank of America National Trust and Savings Association, as Agent.
 
    10.13  Second Amendment to Credit Agreement, dated as of December 31, 1997, among the
             Registrant, the Banks party to the Credit Agreement, dated as of October 31, 1996,
             and Bank of America National Trust and Savings Association, as Agent.
 
    10.14  Contribution and Indemnification Agreement, dated March 16, 1995 between the
             Registrant and UniHealth [incorporated by reference to Exhibit 10.01 to the
             Registrant's Registration Statement on Form S-3 (File No. 33-57783)].
 
    10.15  PacifiCare Health Systems, Inc. Statutory Restoration Plan.(1)
 
    10.16  PacifiCare Health Systems, Inc. Non-Qualified Deferred Compensation Plan.(1)
 
    10.17  PacifiCare Health Systems, Inc. Stock Unit Deferred Compensation Plan.(1)
 
    10.18  Amended and Restated Agreement and Plan of Reorganization, dated as of November 11,
             1996, among PacifiCare Health Systems, Inc., N-T Holdings, Inc., Neptune Merger
             Corp., Tree Acquisition Corp. and FHP International Corp. [incorporated by
             reference to Exhibit 2.01 to the Registration statement on Form S-4 of N-T
             Holdings, Inc. (File No. 333-16271)].
 
    10.19  Employment Agreement, dated December 1, 1994, between the Registrant and Jon Wampler,
             as amended March 1, 1996 and October 9, 1997
 
    10.20  Form of Employment Agreement, dated as of February 1, 1996, between FHP International
             Corporation and Eric Sipf [incorporated by reference to Exhibit 10.3 to FHP
             International Corporation's Form 10-K for the year ended June 30, 1996].
 
     21    List of Subsidiaries.
 
     23    Consent of Ernst & Young LLP Independent Auditors.
 
     27    Financial Data Schedules (filed electronically).
</TABLE>
 
------------------------
 
(1) Management contract or compensatory plan or arrangement required to be filed
    as an exhibit to this Form 10-K pursuant to Item 14(c) of Form 10-K.
 
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