Nevada		75-2822620
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

5080 Spectrum Drive, Suite 400W Addison, Texas		75001
(address of principal executive offices)		(Zip Code)

		Page
PART I.    FINANCIAL INFORMATION
Item 1.    Financial Statements
Condensed Consolidated Balance Sheets at September 30, 2002 (Unaudited) and December 31, 2001		3
Consolidated Statements of Operations (Unaudited) for the Three and Nine Months Ended September 30, 2002 and 2001		4
Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2002 and 2001		5
Notes to Consolidated Financial Statements (Unaudited)		6
Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations		13
Item 3.    Quantitative and Qualitative Disclosures About Market Risk		21
Item 4.    Controls and Procedures		21
PART II.    OTHER INFORMATION
Item 4.    Submission of Matters to a Vote of Security Holders		22
Item 6.    Exhibits and Reports on Form 8-K		22
Signatures		23
Certifications		24
Exhibit Index		26

		September 30, 2002				December 31, 2001
		(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	10,587			$	7,308
Accounts receivable, net			175,569				181,023
Prepaid expenses and other current assets			43,790				38,760
Total current assets			229,946				227,091
Property and equipment, net			129,111				132,302
Goodwill and other intangible assets, net			476,401				475,500
Other assets			54,454				32,072
Total assets		$	889,912			$	866,965
LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities:
Revolving credit facility		$	6,000			$	6,000
Current portion of long-term debt			4,114				4,211
Accounts payable and accrued expenses			114,245				133,908
Total current liabilities			124,359				144,119
Long-term portion of debt			501,678				552,270
Deferred income taxes and other liabilities			83,745				67,094
Fair value of hedging arrangements			34,779				25,883
Total liabilities			744,561				789,366
Stockholder’s equity:
Common stock			—				—
Paid-in capital			233,858				168,159
Retained deficit			(88,507	)			(90,560	)
Total stockholder’s equity			145,351				77,599
Total liabilities and stockholder’s equity		$	889,912			$	866,965

		Three Months Ended September 30,								Nine Months Ended September 30,
		2002				2001				2002			2001
Revenue:
Health Services		$	125,001			$	114,708			$	347,545		$	336,336
Network Services			55,164				45,169				168,653			132,845
Care Management Services			71,632				52,473				225,577			158,808
Total revenue			251,797				212,350				741,775			627,989
Cost of Services:
Health Services			98,861				91,284				287,307			269,026
Network Services			34,762				25,735				103,750			79,283
Care Management Services			67,494				46,751				201,525			139,310
Total cost of services			201,117				163,770				592,582			487,619
Total gross profit			50,680				48,580				149,193			140,370
General and administrative expenses			27,795				18,557				77,103			57,152
Amortization of intangibles			851				3,825				2,709			11,315
Operating income			22,034				26,198				69,381			71,903
Interest expense, net			15,394				16,564				48,335			50,227
Loss on change in fair value of hedging arrangements			7,712				13,473				8,896			16,553
Loss on early retirement of debt			7,381				—				7,381			—
Loss of acquired affiliate, net of tax			—				1,065				—			2,607
Other, net			677				307				1,301			612
Income (loss) before income taxes			(9,130	)			(5,211	)			3,468			1,904
Provision (benefit) for income taxes			(3,544	)			(309	)			1,443			4,939
Net income (loss)		$	(5,586	)		$	(4,902	)		$	2,025		$	(3,035	)

		Nine Months Ended September 30,
		2002				2001
Operating Activities:
Net income (loss)		$	2,025			$	(3,035	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation of property and equipment			28,643				20,593
Amortization of intangibles			2,709				11,315
Write-off of fixed assets			246				13
Loss on change in fair value of hedging arrangements			8,896				16,553
Changes in assets and liabilities, net of acquired assets and liabilities:
Accounts receivable, net			4,376				(6,920	)
Prepaid expenses and other assets			(25,768	)			(1,005	)
Accounts payable and accrued expenses			8,616				11,192
Net cash provided by operating activities			29,743				48,706
Investing Activities:
Acquisitions, net of cash acquired			(1,829	)			(18,206	)
Proceeds from the licensing of internally-developed software			515				590
Purchases of property and equipment			(26,626	)			(20,095	)
Net cash used in investing activities			(27,940	)			(37,711	)
Financing Activities:
Payment of deferred financing costs			(1,135	)			—
Issuance of common stock to parent			52,970				—
Contribution from issuance of common stock by parent			355				276
Repurchase of common stock by parent			(25	)			—
Repayments of long-term debt			(50,689	)			(3,111	)
Net cash provided by (used in) financing activities			1,476				(2,835	)
Net Increase in Cash and Cash Equivalents			3,279				8,160
Cash and Cash Equivalents, beginning of period			7,308				6,549