THC 10-K Annual Report Dec. 31, 2018 | Alphaminr
TENET HEALTHCARE CORP
ALPHAMINR

THC 10-K Fiscal year ended Dec. 31, 2018

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TENET HEALTHCARE CORP
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1. Significant Accounting PoliciesNote 2. EquityNote 3. Accounts ReceivableNote 4. Contract BalancesNote 5. Assets and Liabilities Held For SaleNote 6. Impairment and Restructuring Charges, and Acquisition-related CostsNote 7. Long-term Debt and Lease ObligationsNote 8. GuaranteesNote 9. Employee Benefit PlansNote 10. Property and EquipmentNote 11. Goodwill and Other Intangible AssetsNote 12. Investments and Other AssetsNote 13. Accumulated Other Comprehensive LossNote 14. Net Operating RevenuesNote 15. Property and Professional and General Liability InsuranceNote 16. Claims and LawsuitsNote 17. Redeemable Noncontrolling Interests in Equity Of Consolidated SubsidiariesNote 18. Income TaxesNote 19. Earnings (loss) Per Common ShareNote 20. Fair Value MeasurementsNote 21. AcquisitionsNote 22. Segment InformationNote 23. Recent Accounting StandardsNote 24. Subsequent EventItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

(a) Amended and Restated Articles of Incorporation of the Registrant, as amended and restated May8,2008 (Incorporated by reference to Exhibit 3(a) to Registrants Quarterly Report on Form10-Q for the quarter ended June30,2008, filed August 5, 2008) (b) Certificate of Change Pursuant to NRS78.209, filed with the Nevada Secretary of State effective October10,2012 (Incorporated by reference to Exhibit3.1 to Registrants Current Report on Form8-K filed October11,2012) (c) Certificate of Designation of Series R Preferred Stock, par value $0.15 per share, dated August 31, 2017 (Incorporated by reference to Exhibit3.1 to Registrants Current Report on Form 8-K filed September1,2017) (d) Certificate of Withdrawal of Certificate of Designation of Series R Preferred Stock, par value $0.15 per share, dated March 5, 2018 (Incorporated by reference to Exhibit 3.1 to Registrants Current Report on Form 8-K filed March 5, 2018) (e) Amended and Restated Bylaws of the Registrant, as amended and restated effective January 3, 2019 (Incorporated by reference to Exhibit 3.1 to Registrants Current Report on Form 8-K filed January 7, 2019) (a) Indenture, dated as of November 6, 2001, between the Registrant and The Bank of New York, as trustee (Incorporated by reference to Exhibit4.1 to Registrants Current Report on Form8-K filed November9,2001) (b) Third Supplemental Indenture, dated as of November 6, 2001, between the Registrant and TheBank of New York, as trustee, relating to 6.875% Senior Notes due 2031 (Incorporated by reference to Exhibit4.4 to Registrants Current Report on Form8-K filed November9,2001) (c) Fifteenth Supplemental Indenture, dated as of October16,2012, by and among the Registrant, TheBankof New York Mellon Trust Company, N.A., as successor trustee to The Bank of NewYork, and the guarantors party thereto, relating to 4.750% Senior Secured Notes due 2020 (Incorporated by reference to Exhibit4.1 to Registrants Current Report on Form8-K filed October16,2012) (d) Sixteenth Supplemental Indenture, dated as of October16,2012, between the Registrant and TheBankofNew York Mellon Trust Company, N.A., as successor trustee to The Bank of NewYork, relating to 6.750% Senior Notes due 2020 (Incorporated by reference to Exhibit4.2 to Registrants Current Report on Form8-K filed October16,2012) (e) Seventeenth Supplemental Indenture, dated as of February5,2013, by and among the Registrant, TheBank of New York Mellon Trust Company, N.A., as successor trustee to The Bank of NewYork, and the guarantors party thereto, relating to 4.500% Senior Secured Notes due 2021 (Incorporated by reference to Exhibit4.1 to Registrants Current Report on Form8-K filed February5,2013) (f) Twentieth Supplemental Indenture, dated as of May30,2013, by and among the Registrant, TheBank of New York Mellon Trust Company, N.A., as successor trustee to The Bank of NewYork, and the guarantors party thereto, relating to 4.375%Senior Secured Notes due2021 (Incorporated by reference to Exhibit4.1 to Registrants Current Report on Form8-K filed May31,2013) (g) Indenture, dated as of September27,2013, among THC Escrow Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 6.000%Senior Secured Notes due2020 (Incorporated by reference to Exhibit4.1 to Registrants Current Report on Form8-K filed October1,2013) (h) Supplemental Indenture, dated as of October1,2013, among the Registrant, certain of its subsidiaries and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 6.000%Senior Secured Notes due2020 (Incorporated by reference to Exhibit4.2 to Registrants Current Report on Form8-K filed October1,2013) (i) Indenture, dated as of September27,2013, among THC Escrow Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 8.125%Senior Notes due2022 (Incorporated by reference to Exhibit4.3 to Registrants Current Report onForm8-K filed October1,2013) (j) Supplemental Indenture, dated as of October1,2013, among the Registrant, certain of its subsidiaries and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 8.125%Senior Notes due2022 (Incorporated by reference to Exhibit4.4 to Registrants Current Report on Form8-K filed October1,2013) (k) Twenty-Fourth Supplemental Indenture, dated as of September29,2014, between the Registrant and TheBank of New York Mellon Trust Company, N.A., as successor trustee to The Bank of New York, relating to 5.500%Senior Notes due2019 (Incorporated by reference to Exhibit4.2 to Registrants Current Report on Form8-K filed September29,2014) (l) Indenture, dated as of June 16, 2015, between THC Escrow Corporation II and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 6.750%Senior Notes due2023 (Incorporated by reference to Exhibit4.3 to Registrants Current Report on Form8-K filed June16,2015) (m) Supplemental Indenture, dated as of June16,2015, between the Registrant and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 6.750%Senior Notes due2023 (Incorporated by reference to Exhibit4.4 to Registrants Current Report on Form 8-K filed June 16, 2015) (n) Twenty-Eighth Supplemental Indenture, dated as of December1,2016, among the Registrant, TheBankof New York Mellon Trust Company, N.A., as successor trustee to The Bank of New York, and the guarantors party thereto, relating to 7.500%Senior Secured Second Lien Notes due2022 (Incorporated by reference to Exhibit4.2 to Registrants Current Report on Form8-K filed December1,2016) (o) Twenty-Ninth Supplemental Indenture, dated as of June14,2017, among the Registrant, The Bank of New York Mellon Trust Company, N.A., as successor trustee to The Bank of New York, and the guarantors party thereto, relating to 4.625%Senior Secured First Lien Notes due2024 (Incorporated by reference to Exhibit4.2 to Registrants Current Report on Form8-K filed June16,2017) (p) Senior Secured First Lien Notes Indenture, dated as of June14,2017, between THCEscrowCorporationIII and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 4.625%Senior Secured First Lien Notes due2024 (Incorporated by reference to Exhibit4.3 to Registrants Current Report on Form8-K filed June16,2017) (q) Senior Secured Second Lien Notes Indenture, dated as of June14,2017, between THCEscrowCorporation III and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 5.125%Senior Secured Second Lien Notes due2025 (Incorporated by reference to Exhibit4.4 to Registrants Current Report on Form 8-K filed June16,2017) (r) Unsecured Notes Indenture, dated as of June14,2017, between THC Escrow Corporation III and TheBank of New York Mellon Trust Company, N.A., as trustee, relating to 7.000%Senior Notes due2025 (Incorporated by reference to Exhibit 4.5to Registrants Current Report on Form8-K filed June16,2017) (s) Supplemental Indenture, dated as of July 14, 2017, among the Registrant, certain of its subsidiaries and The Bank of New York Mellon Trust Company, N.A. relating to 5.125% Senior Secured Second Lien Notes Due 2025 (Incorporated by reference to Exhibit4.4 to Registrants Current Report on Form8-K filed July17,2017) (t) Supplemental Indenture, dated as of August 1, 2017, among the Registrant and The Bank of New York Mellon Trust Company, N.A. relating to 7.000%Senior Notes Due 2025 (Incorporated by reference to Exhibit4.5 to Registrants Current Report on Form 8-K filed August2,2017) (u) Thirtieth Supplemental Indenture, dated as of February 5, 2019, among the Registrant, The Bank of NewYork Mellon Trust Company, N.A., as successor trustee to The Bank of New York, and the guarantors party thereto, relating to 6.250% Senior Secured Second Lien Notes due 2027 (Incorporated by reference to Exhibit 4.2 to Registrants Current Report on Form 8-K filed February 6, 2019) (a) Amended and Restated Credit Agreement, dated as of October19,2010, among the Registrant, the lenders and issuers party thereto, Citicorp USA, Inc., as administrative agent, Bank of America, N.A., as syndication agent, Citigroup Global Markets Inc. and Banc of America Securities LLC, as joint lead arrangers, and the joint bookrunners and co-documentation agents named therein (Incorporated by reference to Exhibit10.1 to Registrants Current Report on Form8-K filed October20,2010) (b) Amendment No.1, dated as of November29,2011, to that certain Amended and Restated Credit Agreement, dated as of October19,2010, among the Registrant, the lenders and issuers party thereto, Citicorp USA, Inc., as administrative agent, Bank of America, N.A., as syndication agent, CitigroupGlobal Markets Inc. and Banc of America Securities LLC, as joint lead arrangers, and the jointbookrunners and co-documentation agents named therein (Incorporated by reference to Exhibit10.1 to Registrants Current Report on Form8-K filed December1,2011) (c) Amendment No.2, dated as of January23,2014, to that certain Amended and Restated CreditAgreement, dated as of October19,2010, among the Registrant, the lenders and issuers party thereto, Citicorp USA, Inc., as administrative agent, Bank of America, N.A., as syndication agent, Citigroup Global Markets Inc. and Banc of America Securities LLC, as joint lead arrangers, and the jointbookrunners and co-documentation agents named therein (Incorporated by reference to Exhibit10(c) to Registrants Annual Report on Form10-K for the year ended December31,2013, filed February24,2014) (d) Amendment No.3, dated as of December4,2015, to that certain Amended and Restated CreditAgreement, dated as of October19,2010, among the Registrant, the lenders and issuers party thereto and Citicorp USA, Inc., as administrative agent (Incorporated by reference to Exhibit10.1 to Registrants Current Report on Form 8-K filed December9,2015) (e) Letter of Credit Facility Agreement, dated as of March7,2014, among the Registrant, certain financial institutions party thereto from time to time as letter of credit participants and issuers, and Barclays Bank PLC, as administrative agent (Incorporated by reference to Exhibit10.1 to Registrants Current Report on Form8-K filed March10,2014) (f) Amendment No. 1, dated as of September 15, 2016, to the Letter of Credit Facility Agreement, dated as of March 7, 2014, among the Registrant, certain financial institutions party thereto from time to time as letter of credit participants and issuers, and Barclays Bank PLC, as administrative agent (Incorporated by reference to Exhibit10.1 to Registrants Current Report on Form8-K dated filed September16,2016) (g) Guaranty, dated as of March7,2014, among Barclays Bank PLC, as administrative agent and the guarantors party thereto (Incorporated by reference to Exhibit10.2 to Registrants Current Report on Form8-K filed March10,2014) (h) Stock Pledge Agreement, dated as of March3,2009, by and among the Registrant, as pledgor, The Bank of New York Mellon Trust Company, N.A., as collateral trustee, and the other pledgersparty thereto (Incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form8-K filed March5,2009) (i) First Amendment to Stock Pledge Agreement, dated as of May8,2009, by and among the Registrant, as pledgor, The Bank of New York Mellon Trust Company, N.A., as collateral trustee, and the other pledgors party thereto (Incorporated by reference to Exhibit10(h) to Registrants Annual Report on Form 10-K for the year ended December31,2015, filed February22,2016) (j) Second Amendment to Stock Pledge Agreement, dated as of June15,2009, by and among the Registrant, as pledgor, The Bank of New York Mellon Trust Company, N.A., as collateral trustee, and the other pledgors party thereto (Incorporated by reference to Exhibit10.1 to Registrants Current Report on Form8-K filed June16,2009) (k) Third Amendment to Stock Pledge Agreement, dated as of March7,2014, by and among the Registrant, as pledgor, The Bank of New York Mellon Trust Company, N.A., as collateral trustee, and the other pledgors party thereto (Incorporated by reference to Exhibit10(j) to Registrants Annual Report on Form10-K for the year ended December31,2015, filed February22,2016) (l) Fourth Amendment to Stock Pledge Agreement, dated as of March23,2015, by and among the Registrant, as pledgor, The Bank of New York Mellon Trust Company, N.A., as collateral trustee, and the other pledgors party thereto (Incorporated by reference to Exhibit 10(k) to Registrants Annual Report on Form10-K for the year ended December31, 2015, filed February22,2016) (m) Fifth Amendment to Stock Pledge Agreement, dated as of December 1, 2016, by and among the Registrant, as pledgor, The Bank of New York Mellon Trust Company, N.A., as collateral trustee, and the other pledgors party thereto (n) Sixth Amendment to Stock Pledge Agreement, dated as of June 14, 2017, by and among the Registrant, as pledgor, The Bank of New York Mellon Trust Company, N.A., as collateral trustee, and the other pledgors party thereto (o) Seventh Amendment to Stock Pledge Agreement, dated as of February 5, 2019, by and among the Registrant, as pledgor, The Bank of New York Mellon Trust Company, N.A., as collateral trustee, and the other pledgors party thereto (p) Collateral Trust Agreement, dated as of March3,2009, by and among the Registrant, as pledgor, TheBank of New York Mellon Trust Company, N.A., as collateral trustee, and the other pledgersparty thereto (Incorporated by reference to Exhibit10.2 to Registrants Current Report on Form8-K filed March5,2009) (q) Exchange and Registration Rights Agreement, dated as of February 5, 2019, among the Registrant, certain of its subsidiaries and Barclays Capital Inc. as representative of the other initial purchasers of the Notes named therein (Incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K filed February 6, 2019) (r) Settlement Agreement among the United States of America, acting through the United States Department of Justice and on behalf of the Office of Inspector General of the Department of Health and Human Services, the State of Georgia, the State of South Carolina, the Registrant, Tenet HealthSystem Medical, Inc., TenetHealthSystem GB, Inc. n/k/a Atlanta Medical Center, Inc., North Fulton Medical Center, Inc., TenetHealthSystem Spalding, Inc. n/k/a Spalding Regional Medical Center, Inc., and Hilton Head Health System, L.P., and Ralph D. Williams (Incorporated by reference to Exhibit10.1 to Registrants CurrentReport on Form 8-K filed October3,2016) (s) Non-Prosecution Agreement among Tenet HealthSystem Medical, Inc., the United States Department of Justice and the United States Attorneys Office for the Northern District of Georgia (Incorporated by reference to Exhibit10.2 to Registrants Current Report on Form8-K filed October3,2016) (t) First Amendment to Non-Prosecution Agreement between Tenet HealthSystem Medical, Inc. and the United States Department of Justice (Incorporated by reference to Exhibit10(a) to Registrants QuarterlyReport on Form10-Q for the quarter ended June 30,2018, filed August 6,2018) (u) Support Agreement, dated March23,2018, between the Registrant and Glenview Capital Management, LLC, Glenview Capital Partners, L.P., Glenview Capital Master Fund, Ltd., GlenviewInstitutional Partners, L.P., Glenview Offshore Opportunity Master Fund, Ltd. and GlenviewCapital Opportunity Fund (Incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K filed March 26, 2018) (v) EmploymentAgreement, dated March24,2018, by and between the Registrant and RonaldA.Rittenmeyer (Incorporated by reference to Exhibit 10.2 to Registrants CurrentReport on Form8-K filed March26,2018)* (w) EmploymentAgreement, dated November 27,2018, by and between the Registrant and SaumyaSutaria,M.D. (Incorporated by reference to Exhibit 10.1 to Registrants CurrentReport on Form8-K filed November 30,2018)* (x) Letter from the Registrant to KeithB.Pitts dated June21,2013 (Incorporated by reference to Exhibit10(j) to Registrants Annual Report on Form10-K for the year ended December31,2013, filed February24,2014)* (y) Letter from the Registrant to J. Eric Evans, dated March22,2016 (Incorporated by reference to Exhibit10 to Registrants Quarterly Report on Form10-Q for the quarter ended March31,2016, filed May2,2016)* (z) Letter from the Registrant to DanielJ.Cancelmi, dated September6,2012 (Incorporated by reference to Exhibit10(c) to Registrants Quarterly Report on Form10-Q for the quarter ended September30,2012, filed November7,2012)* (aa) Letter from the Registrant to Audrey Andrews, dated January22,2013 (Incorporated by reference to Exhibit10(m) to Registrants Annual Report on Form10-K for the year ended December31,2012, filed February26,2013)* (bb) Tenet Fourth Amended and Restated Executive Severance Plan, as amended and restated effective August8,2018* (cc) Tenet Healthcare Corporation Tenth Amended and Restated Supplemental Executive Retirement Plan, as amended and restated effective April 1, 2018* (dd) Ninth Amended and Restated Tenet 2001 Deferred Compensation Plan, as amended and restated effective May 9, 2012 (Incorporated by reference to Exhibit10(g) to Registrants Quarterly Report on Form 10-Q for the quarter ended September30, 2012, filed November7,2012)* (ee) Fifth Amended and Restated Tenet 2006 Deferred Compensation Plan, as amended and restated effective January 1, 2019* (ff) Fifth Amended and Restated Tenet Healthcare Corporation 2001 Stock Incentive Plan, as amended and restated effective May9,2012 (Incorporated by reference to Exhibit10(i) to Registrants Quarterly Report on Form 10-Q for the quarter ended September30,2012, filed November7,2012)* (gg) Form of Stock Award used to evidence grants of stock options and/or restricted units under the Amendedand Restated Tenet Healthcare Corporation 2001 Stock Incentive Plan (Incorporated by reference to Exhibit10.3 to Registrants Current Report on Form8-K filed February17,2006)* (hh) Sixth Amended and Restated Tenet Healthcare 2008 Stock Incentive Plan, as amended and restated effective March 10, 2016 (Incorporated by reference to Exhibit10(a) to Registrants Quarterly Report on Form10-Q for the quarter ended June30,2016, filed August1,2016)* (ii) Forms of Award used to evidence (i) initial grants of restricted stock units to directors, (ii) annual grants of restricted stock units to directors, (iii) grants of stock options to executives, and (iv)grants of restricted stock units to executives, all under the Amended and Restated Tenet Healthcare 2008StockIncentive Plan (Incorporated by reference to Exhibit10(aa) to Registrants Annual Report on Form10-K for the year ended December31,2008, filed February24,2009)* (jj) Forms of Award used to evidence (i) grants of cash-based long-term performance awards, (ii) grants of non-qualified stock option performance awards and (iii) grants of restricted stock unit awards under the Sixth Amended and Restated TenetHealthcare 2008 Stock Incentive Plan (Incorporated by reference to Exhibit 10(hh) to Registrants Annual Report on Form 10-K for the year ended December 31, 2017, filed February 26, 2018)* (kk) Terms and Conditions of Non-Qualified Stock Option Performance Awards granted to Ronald A. Rittenmeyer under the Tenet Healthcare 2008 Stock Incentive Plan (Incorporated by reference to Exhibit 10(c) to Registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed November 7, 2017)* (ll) Terms and Conditions of Restricted Stock Unit Award granted to RonaldA.Rittenmeyer under the TenetHealthcare 2008 Stock Incentive Plan (Incorporated by reference to Exhibit10(c) to Registrants QuarterlyReport on Form10-Q for the quarter ended March31,2018, filed April30,2018)* (mm) Terms and Conditions of Restricted Stock Unit Award granted to RonaldA.Rittenmeyer on June29,2018 under the Tenet Healthcare 2008Stock Incentive Plan (Incorporated by reference to Exhibit10(b) to Registrants QuarterlyReport on Form10-Q for the quarter ended June30,2018, filed August6,2018)* (nn) Tenet Special RSU Deferral Plan (Incorporated by reference to Exhibit10(d) to Registrants QuarterlyReport on Form10-Q for the quarter ended March31,2009, filed May5,2009)* (oo) Third Amended Tenet Healthcare Corporation Annual Incentive Plan, as amended and restated effective March16,2017 (Incorporated by reference to Exhibit 10(ll) to Registrants Annual Report on Form 10-K for the year ended December 31, 2017, filed February 26, 2018)* (pp) Seventh Amended and Restated Tenet Executive Retirement Account, as amended and restated effective as of April 1, 2018* (qq) Form of Indemnification Agreement entered into with each of the Registrants directors (Incorporated by reference to Exhibit10(a) to Registrants Quarterly Report on Form10-Q for the quarter ended September30,2005, filed November1,2005) (21 ) Subsidiaries of the Registrant (a) Consent of Deloitte & Touche LLP (b) Consent of PricewaterhouseCoopers LLP (a) Certification of Ronald A. Rittenmeyer, Executive Chairman and Chief Executive Officer (b) Certification of Daniel J. Cancelmi, Chief Financial Officer (32 ) Section 1350 Certifications of Ronald A. Rittenmeyer, Executive Chairman and Chief Executive Officer, and DanielJ.Cancelmi, Chief Financial Officer