THC 10-K Annual Report Dec. 31, 2021 | Alphaminr
TENET HEALTHCARE CORP
ALPHAMINR

THC 10-K Fiscal year ended Dec. 31, 2021

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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. ReservedItem 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. Noncontrolling InterestsNote 3. Accounts ReceivableNote 4. Contract BalancesNote 5. Assets and Liabilities Held For SaleNote 6. Impairment and Restructuring Charges, and Acquisition-related CostsNote 7. LeasesNote 8. Long-term DebtNote 9. GuaranteesNote 10. Employee Benefit PlansNote 11. Property and EquipmentNote 12. Goodwill and Other Intangible AssetsNote 13. Investments and Other AssetsNote 14. Accumulated Other Comprehensive LossNote 15. Net Operating RevenuesNote 16. Property and Professional and General Liability InsuranceNote 17. Claims and LawsuitsNote 18. Redeemable Noncontrolling Interests in Equity Of Consolidated SubsidiariesNote 19. Income TaxesNote 20. Earnings (loss) Per Common ShareNote 21. Fair Value MeasurementsNote 22. AcquisitionsNote 23. Segment InformationNote 24. Recent Accounting StandardsNote 25. Subsequent EventItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart 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, 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) 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) Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (b) 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) (c) 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) (d) 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) (e) 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) (f) 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) (g) 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) (h) Thirtieth Supplemental Indenture, dated as of February 5, 2019, 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 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) (i) Thirty-First Supplemental Indenture, dated as of August 26, 2019, among the Registrant, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A. relating to 4.625% Senior Secured First Lien Notes due 2024 (Incorporated by reference to Exhibit4.2 to Registrants CurrentReport on Form8-K filed August 26,2019) (j) Thirty-Second Supplemental Indenture, dated as of August 26, 2019, among the Registrant, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A. relating to 4.875% Senior Secured First Lien Notes due 2026 (Incorporated by reference to Exhibit4.3 to Registrants CurrentReport on Form8-K filed August 26,2019) (k) Thirty-Third Supplemental Indenture, dated as of August 26, 2019, among the Registrant, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A. relating to 5.125% Senior Secured First Lien Notes due 2027 (Incorporated by reference to Exhibit4.4 to Registrants CurrentReport on Form8-K filed August 26,2019) (l) Thirty-Fourth Supplemental Indenture, dated as of April 7, 2020, among the Registrant, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 7.500% Senior Secured First Lien Notesdue 2025 (Incorporated by reference to Exhibit 4.2 to Registrants Current Report on Form 8-K filed April 7, 2020) (m) Thirty-Fifth Supplemental Indenture, dated as of June 16, 2020, among the Registrant, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 4.625% Senior Secured First Lien Notesdue 2028 (Incorporated by reference to Exhibit 4.2 to Registrants Current Report on Form 8-K filed June 16, 2020) (n) Thirty-Sixth Supplemental Indenture, dated as of September 16, 2020, between the Registrant and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 6.125% Senior Notes Due 2028 (Incorporated by reference to Exhibit 4.2 to Registrants Current Report on Form 8-K filed September 16, 2020) (o) Thirty-Seventh Supplemental Indenture dated as of June 2, 2021, among the Registrant, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 4.250% Senior Secured First Lien Notes due 2029 (Incorporated by reference to Exhibit 4.2 to Registrants Current Report on Form 8-K filed June 2, 2021) (p) Thirty-Eighth Supplemental Indenture dated as of December 1, 2021, among the Registrant, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 4.375% Senior Secured First Lien Notes due 2030 (Incorporated by Reference to Exhibit 4.2 to Registrants Current Report on Form 8-K filed December 1, 2021) (a) Amendment No. 6, dated as of April 19, 2021, to that certain Amended and Restated Credit Agreement, dated as of October 19, 2010, among the Registrant, the lenders and issuers party thereto and Citicorp USA, Inc., as administrative agent, including as Exhibit A thereto a copy of the Amended and Restated Credit Agreement reflecting all amendments and restatements through April 19, 2021(Incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K filed April 23, 2021) (b) 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) (c) 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) (d) Amendment No. 3, dated as of September 12, 2019, to the Letter of Credit Facility Agreement, dated as of March 7, 2014, by and among the Registrant, the LC participants and issuers party thereto and Barclays Bank PLC, as administrative agent (Incorporated by reference to Exhibit 10.2 to Registrants Current Report on Form 8-K filed September 13, 2019) (e) Amendment No. 4, dated as of March 19, 2020, to the Letter of Credit Facility Agreement, dated as of March 7, 2014, by and among the Registrant, the LC participants and issuers party thereto and Barclays Bank PLC, as administrative agent (Incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K filed March 24, 2020) (f) Amendment No. 5, dated as of July 29, 2020, to the Letter of Credit Facility Agreement, dated as of March 7, 2014, by and among the Registrant, the LC participants and issuers party thereto, and Barclays Bank PLC, as administrative agent (Incorporated by reference to Exhibit 10(a) to Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, filed August 3, 2020) (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 pledgorsparty 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 (Incorporated by reference to Exhibit 10(m) to Registrants Annual Report on Form 10-K for the year ended December 31, 2018, filed February 25, 2019) (n) Sixth Amendment to Stock Pledge Agreement, dated as of July 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 (Incorporated by reference to Exhibit 10(n) to Registrants Annual Report on Form 10-K for the year ended December 31, 2018, filed February 25, 2019) (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 (Incorporated by reference to Exhibit 10(o) to Registrants Annual Report on Form 10-K for the year December 31, 2018, filed February 25, 2019) (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 pledgorsparty thereto (Incorporated by reference to Exhibit10.2 to Registrants Current Report on Form8-K filed March5,2009) (q) Amended and Restated Employment Agreement between the Registrant and Saumya Sutaria, effectiveSeptember 1, 2021 (Incorporated by reference to Exhibit 10.2 to Registrants Current Report on Form 8-K filed September 3, 2021)* (r) 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)* (s) Amended and Restated Employment Agreement between theRegistrantand Ronald A. Rittenmeyer, effectiveSeptember 1, 2021 (Incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K filed September 3, 2021)* (t) 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)* (u) Retirement Agreement and General Release by and among the Registrant, Tenet Business Services Corporation and Audrey Andrews, dated December 30, 2021* (v) Letter from the Registrant to Paola Arbour, dated May 3, 2018 (Incorporated by reference to Exhibit 10(e) to Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed May 4, 2020)* (w) Offer of Employment from the Registrant to Thomas W. Arnst, amended and restated as of February2,2022* (x) Tenet Fifth Amended and Restated Executive Severance Plan, as amended and restated effective February 1, 2021 (Incorporated by reference to Exhibit 10(hh) to Registrants Annual Report on Form 10K for the year ended December 31, 2020, filed February 19, 2021)* (y) Form of Amendment to Executive Severance Plan Agreement* (z) Tenet Healthcare Corporation Tenth Amended and Restated Supplemental Executive Retirement Plan, as amended and restated effective April 1, 2018 (Incorporated by reference to Exhibit 10(cc) to Registrants Annual Report on Form 10-K for the year ended December 31, 2018, filed on February 25, 2019)* (aa) Sixth Amended and Restated Tenet 2006 Deferred Compensation Plan, as amended and restated effective January 1, 2020 (Incorporated by reference to Exhibit 10(ii) to Registrants Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 24, 2020)* (bb) 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)* (cc) 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)* (dd) 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)* (ee) Terms and Conditions of Restricted Stock Unit Award granted to Saumya Sutaria, M.D. on January31,2019 under the Tenet Healthcare 2008 Stock Incentive Plan(Incorporated by reference to Exhibit 10(qq) to Registrants Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 24, 2020)* (ff) Terms and Conditions of Restricted Stock Unit Award granted to Saumya Sutaria, M.D. on February27,2019 under the Tenet Healthcare 2008 Stock Incentive Plan(Incorporated by reference to Exhibit 10(rr) to Registrants Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 24, 2020)* (gg) 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)* (hh) Terms and Conditions of Restricted Stock Unit Award granted to Ronald A. Rittenmeyer on February27,2019 under the Tenet Healthcare 2008 Stock Incentive Plan(Incorporated by reference to Exhibit 10(pp) to Registrants Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 24, 2020)* (ii) Tenet Healthcare 2019 Stock Incentive Plan (Incorporated by reference to Exhibit10.1 to Registrants CurrentReport on Form8-K filed May 3,2019)* (jj) Forms of Award used to evidence (i) initial grants of restricted stock units to directors and (ii)annual grants of restricted stock units to directors, each under the Tenet Healthcare 2019 Stock Incentive Plan(Incorporated by reference to Exhibit 10(tt) to Registrants Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 24, 2020)* (kk) Forms of Award used to evidence (i) grants of time-based restricted stock units to executives and (ii) grants of performance-based restricted stock units to executives, in each case after 2019 under the Tenet Healthcare 2019 Stock Incentive Plan* (ll) Terms and Conditions of Restricted Stock Unit Awards and Terms and Conditions of Restricted Stock Unit Performance Awards, in each case granted to Saumya Sutaria, M.D. on September 1, 2021 under the Tenet Healthcare 2019 Stock Incentive Plan* (mm) Form of Terms and Conditions of Restricted Stock Unit Awards granted to Ronald A. Rittenmeyer under the Tenet Healthcare 2019 Stock Incentive Plan* (nn) Terms and Conditions of Restricted Stock Unit Awards granted to Audrey T. Andrews on February 24, 2021 under the Tenet Healthcare 2019 Stock Incentive Plan* (oo) Terms and Conditions of Restricted Stock Unit Award and Terms and Conditions of Restricted Stock Unit Performance Award, in each case granted to Thomas W. Arnst on June 2, 2020 under the Tenet Healthcare 2019 Stock Incentive Plan* (pp) 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)* (qq) Sixth Amended Tenet Healthcare Corporation Annual Incentive Plan, as amended and restated effectiveNovember 3, 2021* (rr) Eighth Amended and Restated Tenet Executive Retirement Account, as amended and restated effective as of April 26, 2019 (Incorporated by reference to Exhibit 10(c) to Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed August 5, 2019)* (ss) 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) Consolidated Subsidiaries of the Registrant (23) Consent of Deloitte & Touche LLP (PCAOB ID No.34) (a) Certification of Saumya Sutaria, M.D., Chief Executive Officer (b) Certification of Daniel J. Cancelmi, Executive Vice President and Chief Financial Officer (32) Section 1350 Certifications of Saumya Sutaria,M.D.,Chief Executive Officer, and DanielJ.Cancelmi, Executive Vice President and Chief Financial Officer