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☒
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Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2018
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☐
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Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to
|
Nevada
(State of Incorporation)
|
95-2557091
(IRS Employer Identification No.)
|
Large accelerated filer
x
|
Accelerated filer
¨
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Non-accelerated filer
¨
|
|
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Smaller reporting company
¨
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Emerging growth company
¨
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Page
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September 30,
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December 31,
|
||||
|
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2018
|
|
2017
|
||||
ASSETS
|
|
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|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
|
|
|
$
|
|
|
Accounts receivable (less allowance for doubtful accounts of $898 at December 31, 2017)
|
|
|
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|
||
Inventories of supplies, at cost
|
|
|
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|
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Income tax receivable
|
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|
||
Assets held for sale
|
|
|
|
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|
||
Other current assets
|
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|
||
Total current assets
|
|
|
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|
||
Investments and other assets
|
|
|
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|
|
|
||
Deferred income taxes
|
|
|
|
|
|
|
||
Property and equipment, at cost, less accumulated depreciation and amortization
($5,169 at September 30, 2018 and $4,739 at December 31, 2017) |
|
|
|
|
|
|
||
Goodwill
|
|
|
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|
|
|
||
Other intangible assets, at cost, less accumulated amortization
($990 at September 30, 2018 and $883 at December 31, 2017) |
|
|
|
|
|
|
||
Total assets
|
|
$
|
|
|
|
$
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Current portion of long-term debt
|
|
$
|
|
|
|
$
|
|
|
Accounts payable
|
|
|
|
|
|
|
||
Accrued compensation and benefits
|
|
|
|
|
|
|
||
Professional and general liability reserves
|
|
|
|
|
|
|
||
Accrued interest payable
|
|
|
|
|
|
|
||
Liabilities held for sale
|
|
|
|
|
|
|
||
Other current liabilities
|
|
|
|
|
|
|
||
Total current liabilities
|
|
|
|
|
|
|
||
Long-term debt, net of current portion
|
|
|
|
|
|
|
||
Professional and general liability reserves
|
|
|
|
|
|
|
||
Defined benefit plan obligations
|
|
|
|
|
|
|
||
Deferred income taxes
|
|
|
|
|
|
|
||
Other long-term liabilities
|
|
|
|
|
|
|
||
Total liabilities
|
|
|
|
|
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Redeemable noncontrolling interests in equity of consolidated subsidiaries
|
|
|
|
|
|
|
||
Equity:
|
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
|
||||
Common stock, $0.05 par value; authorized 262,500,000 shares; 150,806,763 shares issued at
September 30, 2018 and 149,384,952 shares issued at December 31, 2017 |
|
|
|
|
|
|
||
Additional paid-in capital
|
|
|
|
|
|
|
||
Accumulated other comprehensive loss
|
|
(
|
)
|
|
(
|
)
|
||
Accumulated deficit
|
|
(
|
)
|
|
(
|
)
|
||
Common stock in treasury, at cost, 48,360,191 shares at September 30, 2018
and 48,413,169 shares at December 31, 2017 |
|
(
|
)
|
|
(
|
)
|
||
Total shareholders’ deficit
|
|
(
|
)
|
|
(
|
)
|
||
Noncontrolling interests
|
|
|
|
|
|
|
||
Total equity
|
|
|
|
|
|
|
||
Total liabilities and equity
|
|
$
|
|
|
|
$
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net operating revenues:
|
|
|
|
|
|
|
|
|
||||||||
Net operating revenues before provision for doubtful accounts
|
|
|
|
|
$
|
|
|
|
|
|
|
$
|
|
|
||
Less: Provision for doubtful accounts
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net operating revenues
|
|
$
|
|
|
|
|
|
|
$
|
|
|
|
|
|
||
Equity in earnings of unconsolidated affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Salaries, wages and benefits
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Supplies
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other operating expenses, net
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Electronic health record incentives
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Impairment and restructuring charges, and acquisition-related costs
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Litigation and investigation costs
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net losses (gains) on sales, consolidation and deconsolidation of facilities
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||
Operating income
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||
Other non-operating expense, net
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||
Loss from early extinguishment of debt
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||
Income (loss) from continuing operations, before income taxes
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
||||
Income tax benefit (expense)
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
|
||||
Income (loss) from continuing operations, before discontinued operations
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from operations
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
||||
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) from discontinued operations
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
||||
Net income (loss)
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
||||
Less: Net income available to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income available (loss attributable) to Tenet Healthcare Corporation common shareholders
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
Amounts available (attributable) to Tenet Healthcare Corporation
common shareholders |
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations, net of tax
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
Income (loss) from discontinued operations, net of tax
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
||||
Net income available (loss attributable) to Tenet Healthcare Corporation common shareholders
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
Earnings (loss) per share available (attributable) to Tenet Healthcare Corporation common shareholders:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
Discontinued operations
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
||||
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
Diluted
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
Discontinued operations
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
||||
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
Weighted average shares and dilutive securities outstanding (in thousands):
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net income (loss)
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
||||||||
Amortization of net actuarial loss included in other non-operating expense, net
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unrealized gains on securities held as available-for-sale
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sale of foreign subsidiary
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
||||
Other comprehensive income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income tax benefit (expense) related to items of other comprehensive income
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
||||
Total other comprehensive income, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Comprehensive net income (loss)
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
||||
Less: Comprehensive income available to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Comprehensive income available (loss attributable) to
Tenet Healthcare Corporation common shareholders |
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
|
|
Nine Months Ended
September 30, |
||||||
|
|
2018
|
|
2017
|
||||
Net income (loss)
|
|
$
|
|
|
|
$
|
(
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
|
|
|
|
|
||
Provision for doubtful accounts
|
|
|
|
|
|
|
||
Deferred income tax expense (benefit)
|
|
|
|
|
(
|
)
|
||
Stock-based compensation expense
|
|
|
|
|
|
|
||
Impairment and restructuring charges, and acquisition-related costs
|
|
|
|
|
|
|
||
Litigation and investigation costs
|
|
|
|
|
|
|
||
Net gains on sales, consolidation and deconsolidation of facilities
|
|
(
|
)
|
|
(
|
)
|
||
Loss from early extinguishment of debt
|
|
|
|
|
|
|
||
Equity in earnings of unconsolidated affiliates, net of distributions received
|
|
|
|
|
(
|
)
|
||
Amortization of debt discount and debt issuance costs
|
|
|
|
|
|
|
||
Pre-tax loss (income) from discontinued operations
|
|
(
|
)
|
|
|
|
||
Other items, net
|
|
(
|
)
|
|
(
|
)
|
||
Changes in cash from operating assets and liabilities:
|
|
|
|
|
|
|
||
Accounts receivable
|
|
(
|
)
|
|
(
|
)
|
||
Inventories and other current assets
|
|
|
|
|
|
|
||
Income taxes
|
|
(
|
)
|
|
(
|
)
|
||
Accounts payable, accrued expenses and other current liabilities
|
|
(
|
)
|
|
(
|
)
|
||
Other long-term liabilities
|
|
(
|
)
|
|
|
|
||
Payments for restructuring charges, acquisition-related costs, and litigation costs and settlements
|
|
(
|
)
|
|
(
|
)
|
||
Net cash used in operating activities from discontinued operations, excluding income taxes
|
|
(
|
)
|
|
(
|
)
|
||
Net cash provided by operating activities
|
|
|
|
|
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
|
||
Purchases of property and equipment — continuing operations
|
|
(
|
)
|
|
(
|
)
|
||
Purchases of businesses or joint venture interests, net of cash acquired
|
|
(
|
)
|
|
(
|
)
|
||
Proceeds from sales of facilities and other assets
|
|
|
|
|
|
|
||
Proceeds from sales of marketable securities, long-term investments and other assets
|
|
|
|
|
|
|
||
Purchases of equity investments
|
|
(
|
)
|
|
(
|
)
|
||
Other long-term assets
|
|
|
|
|
(
|
)
|
||
Other items, net
|
|
(
|
)
|
|
(
|
)
|
||
Net cash provided by investing activities
|
|
|
|
|
|
|
||
Cash flows from financing activities:
|
|
|
|
|
|
|
||
Repayments of borrowings under credit facility
|
|
(
|
)
|
|
(
|
)
|
||
Proceeds from borrowings under credit facility
|
|
|
|
|
|
|
||
Repayments of other borrowings
|
|
(
|
)
|
|
(
|
)
|
||
Proceeds from other borrowings
|
|
|
|
|
|
|
||
Debt issuance costs
|
|
|
|
|
(
|
)
|
||
Distributions paid to noncontrolling interests
|
|
(
|
)
|
|
(
|
)
|
||
Proceeds from sales of noncontrolling interests
|
|
|
|
|
|
|
||
Purchases of noncontrolling interests
|
|
(
|
)
|
|
(
|
)
|
||
Proceeds from exercise of stock options and employee stock purchase plan
|
|
|
|
|
|
|
||
Other items, net
|
|
|
|
|
|
|
||
Net cash used in financing activities
|
|
(
|
)
|
|
(
|
)
|
||
Net decrease in cash and cash equivalents
|
|
(
|
)
|
|
(
|
)
|
||
Cash and cash equivalents at beginning of period
|
|
|
|
|
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
|
|
|
$
|
|
|
Supplemental disclosures:
|
|
|
|
|
|
|
||
Interest paid, net of capitalized interest
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
Income tax payments, net
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net Book
Value |
||||||
At September 30, 2018:
|
|
|
|
|
|
|
||||||
Capitalized software costs
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
Trade names
|
|
|
|
|
|
|
|
|
|
|||
Contracts
|
|
|
|
|
(
|
)
|
|
|
|
|||
Other
|
|
|
|
|
(
|
)
|
|
|
|
|||
Total
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net Book
Value |
||||||
At December 31, 2017:
|
|
|
|
|
|
|
||||||
Capitalized software costs
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
Trade names
|
|
|
|
|
|
|
|
|
|
|||
Contracts
|
|
|
|
|
(
|
)
|
|
|
|
|||
Other
|
|
|
|
|
(
|
)
|
|
|
|
|||
Total
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
|
|
|
Three Months
Ending |
|
Years Ending
|
|
Later Years
|
||||||||||||||||||||
|
|
|
|
December 31,
|
|
|||||||||||||||||||||||
|
|
Total
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
|||||||||||||||
Amortization of intangible assets
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net operating revenues
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Net income
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Net income available to the investees
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
Continuing operations:
|
|
|
|
|
|
|
||
Patient accounts receivable
|
|
$
|
|
|
|
$
|
|
|
Allowance for doubtful accounts
|
|
|
|
|
(
|
)
|
||
Estimated future recoveries
|
|
|
|
|
|
|
||
Net cost reports and settlements payable and valuation allowances
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Discontinued operations
|
|
|
|
|
|
|
||
Accounts receivable
|
|
$
|
|
|
|
$
|
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Estimated costs for:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Self-pay patients
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Charity care patients
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Medicaid DSH and other supplemental revenues
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
2018
|
|
2017
|
||||
January 1,
|
|
$
|
|
|
|
$
|
|
|
September 30,
|
|
|
|
|
|
|
||
Increase/(decrease)
|
|
$
|
(
|
)
|
|
$
|
|
|
|
|
|
|
|
|
Contract Liability-
|
|
Contract Liability-
|
||||||||
|
|
|
|
Contract Asset-
|
|
Current
|
|
Long-Term
|
||||||||
|
|
Receivables
|
|
Unbilled Revenue
|
|
Deferred Revenue
|
|
Deferred Revenue
|
||||||||
January 1, 2018
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
September 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Increase/(decrease)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
January 1, 2017
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Increase/(decrease)
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
Accounts receivable
|
|
$
|
|
|
Other current assets
|
|
|
|
|
Investments and other long-term assets
|
|
|
|
|
Property and equipment
|
|
|
|
|
Goodwill
|
|
|
|
|
Current liabilities
|
|
(
|
)
|
|
Long-term liabilities
|
|
(
|
)
|
|
Net assets held for sale
|
|
$
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Significant disposals:
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations, before income taxes
|
|
|
|
|
|
|
|
|
||||||||
Houston (includes an $111 million gain on sale
in the 2017 period) |
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Philadelphia (includes $235 million of impairment charges
in the 2017 period) |
|
|
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||
MacNeal (includes an $88 million gain on sale
in the 2018 period) |
|
(
|
)
|
|
|
|
|
|
|
|
|
|
||||
Aspen (includes $59 million of impairment charges
in the 2017 period) |
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||
Total
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Significant planned divestitures classified as held for sale:
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations, before income taxes
|
|
|
|
|
|
|
|
|
||||||||
Chicago-area (includes $17 million of impairment charges
in the 2018 period) |
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
Total
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
|
September 30,
2018
|
|
December 31, 2017
|
||||
Senior unsecured notes:
|
|
|
|
|
|
|
||
5.500% due 2019
|
|
$
|
|
|
|
$
|
|
|
6.750% due 2020
|
|
|
|
|
|
|
||
8.125% due 2022
|
|
|
|
|
|
|
||
6.750% due 2023
|
|
|
|
|
|
|
||
7.000% due 2025
|
|
|
|
|
|
|
||
6.875% due 2031
|
|
|
|
|
|
|
||
Senior secured first lien notes:
|
|
|
|
|
|
|
||
4.750% due 2020
|
|
|
|
|
|
|
||
6.000% due 2020
|
|
|
|
|
|
|
||
4.500% due 2021
|
|
|
|
|
|
|
||
4.375% due 2021
|
|
|
|
|
|
|
||
4.625% due 2024
|
|
|
|
|
|
|
||
Senior secured second lien notes:
|
|
|
|
|
||||
7.500% due 2022
|
|
|
|
|
|
|
||
5.125% due 2025
|
|
|
|
|
|
|
||
Capital leases
|
|
|
|
|
|
|
||
Mortgage notes
|
|
|
|
|
|
|
||
Unamortized issue costs, note discounts and premiums
|
|
(
|
)
|
|
(
|
)
|
||
Total long-term debt
|
|
|
|
|
|
|
||
Less current portion
|
|
|
|
|
|
|
||
Long-term debt, net of current portion
|
|
$
|
|
|
|
$
|
|
|
|
|
Options
|
|
Weighted Average
Exercise Price Per Share |
|
Aggregate
Intrinsic Value |
|
Weighted Average
Remaining Life |
|||||
|
|
|
|
|
|
(In Millions)
|
|
|
|||||
Outstanding at December 31, 2017
|
|
|
|
|
$
|
|
|
|
|
|
|
||
Granted
|
|
|
|
|
|
|
|
|
|
|
|||
Exercised
|
|
(
|
)
|
|
|
|
|
|
|
|
|||
Forfeited/Expired
|
|
(
|
)
|
|
|
|
|
|
|
|
|||
Outstanding at September 30, 2018
|
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
Vested and expected to vest at September 30, 2018
|
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
Exercisable at September 30, 2018
|
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
Three Months Ended September 30,
|
Three Months Ended
March 31, |
|
|
2018
|
|
2017
|
|
Expected volatility
|
|
|
|
|
|
Expected dividend yield
|
|
|
|
|
|
Expected life
|
|
|
|
|
|
Expected forfeiture rate
|
|
|
|
|
|
Risk-free interest rate
|
|
|
|
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Range of Exercise Prices
|
|
Number of
Options |
|
Weighted Average
Remaining Contractual Life |
|
Weighted Average
Exercise Price |
|
Number of
Options |
|
Weighted Average
Exercise Price |
||||||
$0.00 to $4.569
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
$
|
|
|
$4.57 to $19.759
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
$19.76 to $35.430
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
$
|
|
|
|
|
Restricted Stock
Units |
|
Weighted Average Grant
Date Fair Value Per Unit |
|||
Unvested at December 31, 2017
|
|
|
|
|
$
|
|
|
Granted
|
|
|
|
|
|
|
|
Vested
|
|
(
|
)
|
|
|
|
|
Forfeited
|
|
(
|
)
|
|
|
|
|
Unvested at September 30, 2018
|
|
|
|
|
$
|
|
|
|
|
Common Stock
|
|
Additional
Paid-In Capital |
|
Accumulated
Other Comprehensive Loss |
|
Accumulated
Deficit |
|
Treasury
Stock |
|
Noncontrolling
Interests |
|
Total Equity
|
|||||||||||||||||
|
|
Shares
Outstanding |
|
Issued Par
Amount |
|
|
|
|
|
|
|||||||||||||||||||||
Balances at December 31, 2017
|
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|||||||
Distributions paid to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
(
|
)
|
|||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|||||||
Accretion of redeemable noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|||||||
Purchases (sales) of businesses and noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
(
|
)
|
|||||||
Cumulative effect of accounting change
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|||||||
Stock-based compensation expense, tax benefit and issuance of common stock
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|||||||
Balances at March 31, 2018
|
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|||||||
Distributions paid to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
(
|
)
|
|||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|||||||
Accretion of redeemable noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|||||||
Purchases (sales) of businesses and noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|||||||
Stock-based compensation expense, tax benefit and issuance of common stock
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|||||||
Balances at June 30, 2018
|
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|
|
|
|
|
|
|||||||
Distributions paid to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
(
|
)
|
|||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|||||||
Accretion of redeemable noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|||||||
Purchases (sales) of businesses and noncontrolling interests
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|||||||
Stock-based compensation expense, tax benefit and issuance of common stock
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|||||||
Balances at September 30, 2018
|
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
|
Common Stock
|
|
Additional
Paid-In Capital |
|
Accumulated
Other Comprehensive Loss |
|
Accumulated
Deficit |
|
Treasury
Stock |
|
Noncontrolling
Interests |
|
Total Equity
|
|||||||||||||||||
|
|
Shares
Outstanding |
|
Issued Par
Amount |
|
|
|
|
|
|
|||||||||||||||||||||
Balances at December 31, 2016
|
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|
|
|
|
(
|
)
|
|||||||
Distributions paid to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
(
|
)
|
|||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|||||||
Purchases (sales) of businesses and noncontrolling interests
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
|
|
|||||||
Cumulative effect of accounting change
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|||||||
Stock-based compensation expense and issuance of common stock
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|||||||
Balances at March 31, 2017
|
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|
|
|
|
(
|
)
|
|||||||
Distributions paid to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
(
|
)
|
|||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|||||||
Accretion of redeemable noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|||||||
Purchases (sales) of businesses and noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|||||||
Stock-based compensation expense and issuance of common stock
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|||||||
Balances at June 30, 2017
|
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|
|
|
|
(
|
)
|
|||||||
Distributions paid to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
(
|
)
|
|||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|||||||
Accretion of redeemable noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|||||||
Purchases (sales) of businesses and noncontrolling interests
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
(
|
)
|
|||||||
Stock-based compensation expense and issuance of common stock
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|
|
|
|||||||
Balances at September 30, 2017
|
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Hospital Operations and other:
|
|
|
|
|
|
|
|
|
|
|
||||||
Net patient service revenues from hospitals and related
outpatient facilities |
|
|
|
|
|
|
|
|
||||||||
Medicare
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Medicaid
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Managed care
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Self-pay
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Indemnity and other
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Physician practices revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Health plans
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue from other sources
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Hospital Operations and other total prior to
inter-segment eliminations |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Ambulatory Care
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Conifer
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Inter-segment eliminations
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||
Net operating revenues
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net patient service revenues
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Management fees
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue from other sources
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net operating revenues
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenue cycle services – Tenet
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Revenue cycle services – other customers
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other services – Tenet
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other services – other customers
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net operating revenues
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
Three Months
Ending |
|
Years Ending
|
|
Later Years
|
||||||||||||||||||||
|
|
|
|
December 31,
|
|
|||||||||||||||||||||||
|
|
Total
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
|||||||||||||||
Performance obligations
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
Balances at
Beginning
of Period
|
|
Litigation and
Investigation
Costs
|
|
Cash
Payments
|
|
Balances at
End of
Period
|
||||||||
Nine Months Ended September 30, 2018
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
Nine Months Ended September 30, 2017
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
|
Nine Months Ended
September 30, |
||||||
|
|
2018
|
|
2017
|
||||
Balances at beginning of period
|
|
$
|
|
|
|
$
|
|
|
Net income
|
|
|
|
|
|
|
||
Distributions paid to noncontrolling interests
|
|
(
|
)
|
|
(
|
)
|
||
Accretion of redeemable noncontrolling interests
|
|
|
|
|
|
|
||
Purchases and sales of businesses and noncontrolling interests, net
|
|
(
|
)
|
|
(
|
)
|
||
Balances at end of period
|
|
$
|
|
|
|
$
|
|
|
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
Hospital Operations and other
|
|
$
|
|
|
|
$
|
|
|
Ambulatory Care
|
|
|
|
|
|
|
||
Conifer
|
|
|
|
|
|
|
||
Redeemable noncontrolling interests
|
|
$
|
|
|
|
$
|
|
|
|
|
Nine Months Ended
September 30, |
||||||
|
|
2018
|
|
2017
|
||||
Hospital Operations and other
|
|
$
|
(
|
)
|
|
$
|
|
|
Ambulatory Care
|
|
|
|
|
|
|
||
Conifer
|
|
|
|
|
|
|
||
Net income available to redeemable noncontrolling interests
|
|
$
|
|
|
|
$
|
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Tax expense at statutory federal rate of 21% (35% for 2017)
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
State income taxes, net of federal income tax benefit
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Tax benefit available to noncontrolling interests
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||
Nondeductible goodwill
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Tax benefit related to loss on Aspen sale
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
|
||||
Change in tax contingency reserves, including interest
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
||||
Stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Change in valuation allowance-interest expense limitation
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Change in indefinite reinvestment assertion
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
||||
Change in valuation allowance-other
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
||||
Other items
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
||||
Income tax expense (benefit)
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
|
|
Net Income Available (Loss Attributable)
to Common Shareholders (Numerator) |
|
Weighted
Average Shares (Denominator) |
|
Per-Share
Amount |
|||||
Three Months Ended September 30, 2018
|
|
|
|
|
|
|
|
|
|
||
Net loss attributable to Tenet Healthcare Corporation common shareholders
for basic loss per share |
|
$
|
(
|
)
|
|
|
|
|
$
|
(
|
)
|
Effect of dilutive stock options, restricted stock units and deferred compensation units
|
|
|
|
|
|
|
|
|
|
||
Net loss attributable to Tenet Healthcare Corporation common shareholders for diluted loss per share
|
|
$
|
(
|
)
|
|
|
|
|
$
|
(
|
)
|
|
|
|
|
|
|
|
|||||
Three Months Ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
||
Net loss attributable to Tenet Healthcare Corporation common shareholders
for basic loss per share |
|
$
|
(
|
)
|
|
|
|
|
$
|
(
|
)
|
Effect of dilutive stock options, restricted stock units and deferred compensation units
|
|
|
|
|
|
|
|
|
|
||
Net loss attributable to Tenet Healthcare Corporation common shareholders for diluted loss per share
|
|
$
|
(
|
)
|
|
|
|
|
$
|
(
|
)
|
|
|
|
|
|
|
|
|||||
Nine Months Ended September 30, 2018
|
|
|
|
|
|
|
|
|
|
||
Net income available to Tenet Healthcare Corporation common shareholders
for basic earnings per share |
|
$
|
|
|
|
|
|
|
$
|
|
|
Effect of dilutive stock options, restricted stock units and deferred compensation units
|
|
|
|
|
|
|
|
(
|
)
|
||
Net income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share
|
|
$
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|||||
Nine Months Ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
||
Net loss attributable to Tenet Healthcare Corporation common shareholders
for basic loss per share |
|
$
|
(
|
)
|
|
|
|
|
$
|
(
|
)
|
Effect of dilutive stock options, restricted stock units and deferred compensation units
|
|
|
|
|
|
|
|
|
|
||
Net loss attributable to Tenet Healthcare Corporation common shareholders for diluted loss per share
|
|
$
|
(
|
)
|
|
|
|
|
$
|
(
|
)
|
|
|
September 30, 2018
|
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Long-lived assets held for sale
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
December 31, 2017
|
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Long-lived assets held for sale
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Other than temporarily impaired equity method investments
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
Nine Months Ended
September 30, |
||||||
|
|
2018
|
|
2017
|
||||
Current assets
|
|
$
|
|
|
|
$
|
|
|
Property and equipment
|
|
|
|
|
|
|
||
Other intangible assets
|
|
|
|
|
|
|
||
Goodwill
|
|
|
|
|
|
|
||
Other long-term assets
|
|
|
|
|
|
|
||
Previously held equity method investment
|
|
(
|
)
|
|
|
|
||
Current liabilities
|
|
|
|
|
(
|
)
|
||
Long-term liabilities
|
|
(
|
)
|
|
(
|
)
|
||
Redeemable noncontrolling interests in equity of consolidated subsidiaries
|
|
(
|
)
|
|
(
|
)
|
||
Noncontrolling interests
|
|
(
|
)
|
|
(
|
)
|
||
Cash paid, net of cash acquired
|
|
(
|
)
|
|
(
|
)
|
||
Gains on consolidations
|
|
$
|
|
|
|
$
|
|
|
|
|
September 30,
2018
|
|
December 31, 2017
|
||||
Assets:
|
|
|
|
|
|
|
||
Hospital Operations and other
|
|
$
|
|
|
|
$
|
|
|
Ambulatory Care
|
|
|
|
|
|
|
||
Conifer
|
|
|
|
|
|
|
||
Total
|
|
$
|
|
|
|
$
|
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Capital expenditures:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Hospital Operations and other
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Ambulatory Care
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Conifer
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net operating revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Hospital Operations and other total prior to inter-segment eliminations
(1)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Ambulatory Care
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Conifer
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Tenet
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other customers
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Conifer
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Inter-segment eliminations
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||
Total
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Equity in earnings of unconsolidated affiliates:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Hospital Operations and other
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Ambulatory Care
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Hospital Operations and other
(2)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Ambulatory Care
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Conifer
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Hospital Operations and other
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Ambulatory Care
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Conifer
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Adjusted EBITDA
(2)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Income (loss) from divested and closed businesses
(i.e., the Company’s health plan businesses) |
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
||||
Depreciation and amortization
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||
Impairment and restructuring charges, and acquisition-related costs
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||
Litigation and investigation costs
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||
Interest expense
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||
Loss from early extinguishment of debt
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||
Other non-operating expense, net
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||
Net gains on sales, consolidation and deconsolidation of facilities
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) from continuing operations, before income taxes
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
|
(1)
|
Hospital Operations and other revenues includes health plan revenues of
$
|
(2)
|
|
•
|
Management Overview
|
•
|
Forward-Looking Statements
|
•
|
Sources of Revenue for Our Hospital Operations and Other Segment
|
•
|
Results of Operations
|
•
|
Liquidity and Capital Resources
|
•
|
Off-Balance Sheet Arrangements
|
•
|
Critical Accounting Estimates
|
|
|
Continuing Operations
Three Months Ended September 30, |
|
|||||||
Selected Operating Statistics
|
|
2018
|
|
2017
|
|
Increase
(Decrease) |
|
|||
Hospital Operations and other – hospitals and related outpatient facilities
|
|
|
|
|
|
|
|
|||
Number of hospitals (at end of period)
|
|
68
|
|
|
73
|
|
|
(5
|
)
|
(1)
|
Total admissions
|
|
168,201
|
|
|
185,389
|
|
|
(9.3
|
)%
|
|
Adjusted patient admissions
(2)
|
|
306,197
|
|
|
332,035
|
|
|
(7.8
|
)%
|
|
Paying admissions (excludes charity and uninsured)
|
|
157,193
|
|
|
174,803
|
|
|
(10.1
|
)%
|
|
Charity and uninsured admissions
|
|
11,008
|
|
|
10,586
|
|
|
4.0
|
%
|
|
Emergency department visits
|
|
638,248
|
|
|
685,096
|
|
|
(6.8
|
)%
|
|
Total surgeries
|
|
107,094
|
|
|
118,260
|
|
|
(9.4
|
)%
|
|
Patient days — total
|
|
761,920
|
|
|
853,059
|
|
|
(10.7
|
)%
|
|
Adjusted patient days
(2)
|
|
1,365,662
|
|
|
1,502,831
|
|
|
(9.1
|
)%
|
|
Average length of stay (days)
|
|
4.53
|
|
|
4.60
|
|
|
(1.5
|
)%
|
|
Average licensed beds
|
|
18,302
|
|
|
19,783
|
|
|
(7.5
|
)%
|
|
Utilization of licensed beds
(3)
|
|
45.3
|
%
|
|
46.9
|
%
|
|
(1.6
|
)%
|
(1)
|
Total visits
|
|
1,722,292
|
|
|
1,867,471
|
|
|
(7.8
|
)%
|
|
Paying visits (excludes charity and uninsured)
|
|
1,607,184
|
|
|
1,741,815
|
|
|
(7.7
|
)%
|
|
Charity and uninsured visits
|
|
115,108
|
|
|
125,656
|
|
|
(8.4
|
)%
|
|
Ambulatory Care
|
|
|
|
|
|
|
|
|||
Total consolidated facilities (at end of period)
|
|
228
|
|
|
220
|
|
|
8
|
|
(1)
|
Total cases
|
|
491,377
|
|
|
454,484
|
|
|
8.1
|
%
|
|
|
|
|
(1)
|
The change is the difference between the 2018 and 2017 amounts shown.
|
|
(2)
|
Adjusted patient admissions/days represents actual patient admissions/days adjusted to include outpatient services provided by facilities in our Hospital Operations and other segment by multiplying actual patient admissions/days by the sum of gross inpatient revenues and outpatient revenues and dividing the results by gross inpatient revenues.
|
|
(3)
|
Utilization of licensed beds represents patient days divided by number of days in the period divided by average licensed beds.
|
|
|
Continuing Operations
Three Months Ended September 30, |
|
|||||||||
Revenues
|
|
2018
|
|
2017
|
|
Increase
(Decrease) |
|
|||||
Net operating revenues
|
|
|
|
|
|
|
|
|||||
Hospital Operations and other prior to inter-segment eliminations
|
|
$
|
3,762
|
|
|
$
|
3,866
|
|
|
(2.7
|
)%
|
|
Ambulatory Care
|
|
502
|
|
|
468
|
|
|
7.3
|
%
|
|
||
Conifer
|
|
371
|
|
|
401
|
|
|
(7.5
|
)%
|
|
||
Inter-segment eliminations
|
|
(146
|
)
|
|
(149
|
)
|
|
(2.0
|
)%
|
|
||
Total
|
|
$
|
4,489
|
|
|
$
|
4,586
|
|
|
(2.1
|
)%
|
|
|
|
Continuing Operations
Three Months Ended September 30, |
|||||||||
Selected Operating Expenses
|
|
2018
|
|
2017
|
|
Increase
(Decrease) |
|||||
Hospital Operations and other
|
|
|
|
|
|
|
|||||
Salaries, wages and benefits
|
|
$
|
1,746
|
|
|
$
|
1,879
|
|
|
(7.1
|
)%
|
Supplies
|
|
621
|
|
|
644
|
|
|
(3.6
|
)%
|
||
Other operating expenses
|
|
930
|
|
|
936
|
|
|
(0.6
|
)%
|
||
Total
|
|
$
|
3,297
|
|
|
$
|
3,459
|
|
|
(4.7
|
)%
|
Ambulatory Care
|
|
|
|
|
|
|
|
|
|
||
Salaries, wages and benefits
|
|
$
|
157
|
|
|
$
|
155
|
|
|
1.3
|
%
|
Supplies
|
|
104
|
|
|
95
|
|
|
9.5
|
%
|
||
Other operating expenses
|
|
88
|
|
|
93
|
|
|
(5.4
|
)%
|
||
Total
|
|
$
|
349
|
|
|
$
|
343
|
|
|
1.7
|
%
|
Conifer
|
|
|
|
|
|
|
|
|
|
||
Salaries, wages and benefits
|
|
$
|
213
|
|
|
$
|
230
|
|
|
(7.4
|
)%
|
Supplies
|
|
1
|
|
|
1
|
|
|
—
|
%
|
||
Other operating expenses
|
|
76
|
|
|
91
|
|
|
(16.5
|
)%
|
||
Total
|
|
$
|
290
|
|
|
$
|
322
|
|
|
(9.9
|
)%
|
Total
|
|
|
|
|
|
|
|
|
|
||
Salaries, wages and benefits
|
|
$
|
2,116
|
|
|
$
|
2,264
|
|
|
(6.5
|
)%
|
Supplies
|
|
726
|
|
|
740
|
|
|
(1.9
|
)%
|
||
Other operating expenses
|
|
1,094
|
|
|
1,120
|
|
|
(2.3
|
)%
|
||
Total
|
|
$
|
3,936
|
|
|
$
|
4,124
|
|
|
(4.6
|
)%
|
Rent/lease expense
(1)
|
|
|
|
|
|
|
|
|
|
||
Hospital Operations and other
|
|
$
|
57
|
|
|
$
|
61
|
|
|
(6.6
|
)%
|
Ambulatory Care
|
|
20
|
|
|
20
|
|
|
—
|
%
|
||
Conifer
|
|
4
|
|
|
4
|
|
|
—
|
%
|
||
Total
|
|
$
|
81
|
|
|
$
|
85
|
|
|
(4.7
|
)%
|
|
|
|
(1)
|
Included in other operating expenses.
|
|
|
Continuing Operations
Three Months Ended September 30, |
|||||||||
Selected Operating Expenses per Adjusted Patient Admission
|
|
2018
|
|
2017
|
|
Increase
(Decrease) |
|||||
Hospital Operations and other
|
|
|
|
|
|
|
|||||
Salaries, wages and benefits per adjusted patient admission
(1)
|
|
$
|
5,700
|
|
|
$
|
5,651
|
|
|
0.9
|
%
|
Supplies per adjusted patient admission
(1)
|
|
2,028
|
|
|
1,938
|
|
|
4.6
|
%
|
||
Other operating expenses per adjusted patient admission
(1)
|
|
3,043
|
|
|
2,778
|
|
|
9.5
|
%
|
||
Total per adjusted patient admission
|
|
$
|
10,771
|
|
|
$
|
10,367
|
|
|
3.9
|
%
|
|
|
|
(1)
|
Calculation excludes the expenses from our health plan businesses. Adjusted patient admissions represents actual patient admissions adjusted to include outpatient services provided by facilities in our Hospital Operations and other segment by multiplying actual patient admissions by the sum of gross inpatient revenues and outpatient revenues and dividing the results by gross inpatient revenues.
|
•
|
Net cash provided by operating activities before interest, taxes, discontinued operations and restructuring charges, acquisition-related costs, and litigation costs and settlements of
$543 million
;
|
•
|
Payments for restructuring charges, acquisition-related costs, and litigation costs and settlements of
$50 million
;
|
•
|
Capital expenditures of
$136 million
;
|
•
|
$8 million
of payments for the purchases of businesses or joint venture interests;
|
•
|
Proceeds from sale of marketable securities, long-term investments and other assets of
$22 million
;
|
•
|
Proceeds from the sales of facilities and other assets of
$17 million
;
|
•
|
Interest payments of
$151 million
;
|
•
|
$36 million
of payments to purchase approximately
$38 million
aggregate principal amount of our
6.875%
senior unsecured notes due 2031; and
|
•
|
$77 million
of distributions paid to noncontrolling interests.
|
•
|
Increased net cash receipts of $152 million related to the California provider fee program;
|
•
|
Additional interest payments of
$35 million
in the 2018 period primarily due to the six-month interest payment in January 2018 related to our 7.500% senior secured second lien notes due 2022, which were issued in December 2016; changes in the timing of certain interest payments as a result of our refinancing transactions in 2017 also impacted the year-over-year comparison;
|
•
|
$25 million
of additional payments in the 2018 period for restructuring charges, acquisition-related costs, and litigation costs and settlements;
|
•
|
Lower
income tax payments of
$30 million
in the 2018 period;
|
•
|
Increased cash flows from our health plan businesses of approximately $100 million due to cash outflows in the 2017 period resulting from the sales and wind-down of these businesses in 2017, compared to negligible cash flows in the 2018 period; and
|
•
|
The timing of other working capital items.
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||||
Net Patient Revenues Less Implicit Price Concessions and Provision for Doubtful Accounts from:
|
|
2018
|
|
2017
|
|
Increase
(Decrease) (1) |
|
2018
|
|
2017
|
|
Increase
(Decrease) (1) |
||||||
Medicare
|
|
19.8
|
%
|
|
22.0
|
%
|
|
(2.2
|
)%
|
|
20.6
|
%
|
|
22.4
|
%
|
|
(1.8
|
)%
|
Medicaid
|
|
9.8
|
%
|
|
7.1
|
%
|
|
2.7
|
%
|
|
9.2
|
%
|
|
7.4
|
%
|
|
1.8
|
%
|
Managed care
(2)
|
|
64.9
|
%
|
|
66.1
|
%
|
|
(1.2
|
)%
|
|
65.3
|
%
|
|
65.7
|
%
|
|
(0.4
|
)%
|
Self-pay
|
|
0.9
|
%
|
|
0.3
|
%
|
|
0.6
|
%
|
|
0.7
|
%
|
|
0.4
|
%
|
|
0.3
|
%
|
Indemnity and other
|
|
4.6
|
%
|
|
4.5
|
%
|
|
0.1
|
%
|
|
4.2
|
%
|
|
4.1
|
%
|
|
0.1
|
%
|
|
|
|
(1)
|
The change is the difference between the 2018 and 2017 percentages shown.
|
|
(2)
|
Includes Medicare and Medicaid managed care programs.
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||||
Admissions from:
|
|
2018
|
|
2017
|
|
Increase
(Decrease) (1) |
|
2018
|
|
2017
|
|
Increase
(Decrease) (1) |
||||||
Medicare
|
|
24.4
|
%
|
|
25.1
|
%
|
|
(0.7
|
)%
|
|
25.5
|
%
|
|
26.0
|
%
|
|
(0.5
|
)%
|
Medicaid
|
|
6.5
|
%
|
|
6.7
|
%
|
|
(0.2
|
)%
|
|
6.3
|
%
|
|
6.5
|
%
|
|
(0.2
|
)%
|
Managed care
(2)
|
|
60.0
|
%
|
|
60.2
|
%
|
|
(0.2
|
)%
|
|
59.6
|
%
|
|
59.7
|
%
|
|
(0.1
|
)%
|
Self-pay
|
|
6.5
|
%
|
|
5.7
|
%
|
|
0.8
|
%
|
|
6.0
|
%
|
|
5.5
|
%
|
|
0.5
|
%
|
Indemnity and other
|
|
2.6
|
%
|
|
2.3
|
%
|
|
0.3
|
%
|
|
2.6
|
%
|
|
2.3
|
%
|
|
0.3
|
%
|
|
|
|
(1)
|
The change is the difference between the 2018 and 2017 percentages shown.
|
|
(2)
|
Includes Medicare and Medicaid managed care programs.
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
Revenue Descriptions
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Medicare severity-adjusted diagnosis-related group — operating
|
|
$
|
355
|
|
|
$
|
388
|
|
|
$
|
1,152
|
|
|
$
|
1,248
|
|
Medicare severity-adjusted diagnosis-related group — capital
|
|
32
|
|
|
37
|
|
|
104
|
|
|
115
|
|
||||
Outliers
|
|
16
|
|
|
21
|
|
|
64
|
|
|
64
|
|
||||
Outpatient
|
|
178
|
|
|
184
|
|
|
561
|
|
|
577
|
|
||||
Disproportionate share
|
|
55
|
|
|
65
|
|
|
169
|
|
|
204
|
|
||||
Direct Graduate and Indirect Medical Education
(1)
|
|
47
|
|
|
63
|
|
|
150
|
|
|
194
|
|
||||
Other
(2)
|
|
(1
|
)
|
|
6
|
|
|
(38
|
)
|
|
18
|
|
||||
Adjustments for prior-year cost reports and related valuation allowances
|
|
(1
|
)
|
|
9
|
|
|
2
|
|
|
35
|
|
||||
Total Medicare net patient revenues
|
|
$
|
681
|
|
|
$
|
773
|
|
|
$
|
2,164
|
|
|
$
|
2,455
|
|
|
|
|
(1)
|
Includes Indirect Medical Education revenues earned by our children’s hospitals under the Children’s Hospitals Graduate Medical Education Payment Program administered by the Health Resources and Services Administration of HHS.
|
|
(2)
|
The other revenue category includes inpatient psychiatric units, inpatient rehabilitation units, one long-term acute care hospital (which was divested in 2017), other revenue adjustments, and adjustments related to the estimates for current-year cost reports and related valuation allowances.
|
|
|
Nine Months Ended
September 30, |
||||||||||||||
|
|
2018
|
|
2017
|
||||||||||||
Hospital Location
|
|
Medicaid
|
|
Managed
Medicaid |
|
Medicaid
|
|
Managed
Medicaid |
||||||||
Alabama
|
|
$
|
69
|
|
|
$
|
—
|
|
|
$
|
66
|
|
|
$
|
—
|
|
Arizona
|
|
(20
|
)
|
|
138
|
|
|
(3
|
)
|
|
144
|
|
||||
California
|
|
329
|
|
|
331
|
|
|
125
|
|
|
320
|
|
||||
Florida
|
|
53
|
|
|
118
|
|
|
52
|
|
|
128
|
|
||||
Georgia
|
|
(1
|
)
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
||||
Illinois
|
|
35
|
|
|
34
|
|
|
55
|
|
|
53
|
|
||||
Massachusetts
|
|
39
|
|
|
33
|
|
|
24
|
|
|
37
|
|
||||
Michigan
|
|
316
|
|
|
244
|
|
|
277
|
|
|
258
|
|
||||
Missouri
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Pennsylvania
|
|
2
|
|
|
6
|
|
|
59
|
|
|
156
|
|
||||
South Carolina
|
|
15
|
|
|
26
|
|
|
9
|
|
|
25
|
|
||||
Tennessee
|
|
3
|
|
|
24
|
|
|
3
|
|
|
23
|
|
||||
Texas
|
|
131
|
|
|
168
|
|
|
140
|
|
|
162
|
|
||||
|
|
$
|
971
|
|
|
$
|
1,123
|
|
|
$
|
806
|
|
|
$
|
1,307
|
|
•
|
A market basket increase of 2.9% for Medicare severity-adjusted diagnosis-related group (“MS-DRG”) operating payments for hospitals reporting specified quality measure data and that are meaningful users of electronic health record (“EHR”) technology (hospitals that do not report specified quality measure data and/or are not meaningful users of EHR technology will receive a reduced market basket increase); CMS also made certain adjustments to the 2.9% market basket increase that result in a net operating payment update of 1.85% (before budget neutrality adjustments), including:
|
•
|
Market basket index and multifactor productivity reductions required by the ACA of 0.75% and 0.8%, respectively; and
|
•
|
A 0.5% increase required under the 21st Century Cures Act;
|
•
|
Updates to the three factors used to determine the amount and distribution of Medicare uncompensated care disproportionate share (“UC-DSH”) payments, including the continuation of the transition from using low-income days to estimated uncompensated care costs for the distribution of the UC-DSH amounts;
|
•
|
A 1.27% net increase in the capital federal MS-DRG rate;
|
•
|
A decrease in the cost outlier threshold from $26,537 to $25,769;
|
•
|
The application of the Medicare IPPS post-acute transfer payment policy to “early discharges” from the hospital to hospice care as required by the Bipartisan Budget Act of 2018; and
|
•
|
Effective January 1, 2019, the requirement that hospitals make available to the public a list of their current standard charges via the Internet in a machine-readable format and update this information at least annually or more often as appropriate.
|
•
|
An estimated net increase of 1.35% for the OPPS rates based on an estimated market basket increase of 2.9% reduced by market basket index and multifactor productivity reductions required by the ACA of 0.75% and 0.8%, respectively;
|
•
|
A transition over a two year period to the Medicare physician fee schedule rates for the payment of clinic/office visits provided at off-campus, hospital-based departments that are currently paid under the OPPS (this payment reduction will not be made in a budget-neutral manner and will result in a reduction of approximately 0.6% to total CY 2019 OPPS payments);
|
•
|
A 2.1% increase to the ASC payment rates; and
|
•
|
A revision to the definition of “surgery” in the ASC payment system to account for certain “surgery-like” procedures, and the addition of 12 cardiac catheterization procedures and five related procedures to the ASC covered procedures list.
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Estimated costs for:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Self-pay patients
|
|
$
|
172
|
|
|
$
|
164
|
|
|
$
|
477
|
|
|
$
|
484
|
|
Charity care patients
|
|
28
|
|
|
29
|
|
|
91
|
|
|
92
|
|
||||
Total
|
|
$
|
200
|
|
|
$
|
193
|
|
|
$
|
568
|
|
|
$
|
576
|
|
Medicaid DSH and other supplemental revenues
|
|
$
|
233
|
|
|
$
|
140
|
|
|
$
|
651
|
|
|
$
|
462
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net operating revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Hospital Operations and other
|
|
$
|
3,762
|
|
|
$
|
4,212
|
|
|
$
|
11,442
|
|
|
$
|
13,148
|
|
Ambulatory Care
|
|
502
|
|
|
477
|
|
|
1,531
|
|
|
1,422
|
|
||||
Conifer
|
|
371
|
|
|
401
|
|
|
1,161
|
|
|
1,203
|
|
||||
Inter-segment eliminations
|
|
(146
|
)
|
|
(149
|
)
|
|
(440
|
)
|
|
(463
|
)
|
||||
Net operating revenues before provision for doubtful accounts
|
|
4,489
|
|
|
4,941
|
|
|
13,694
|
|
|
15,310
|
|
||||
Less provision for doubtful accounts
|
|
—
|
|
|
355
|
|
|
—
|
|
|
1,109
|
|
||||
Net operating revenues
|
|
4,489
|
|
|
4,586
|
|
|
13,694
|
|
|
14,201
|
|
||||
Equity in earnings of unconsolidated affiliates
|
|
33
|
|
|
38
|
|
|
97
|
|
|
95
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Salaries, wages and benefits
|
|
2,116
|
|
|
2,264
|
|
|
6,478
|
|
|
6,990
|
|
||||
Supplies
|
|
726
|
|
|
740
|
|
|
2,248
|
|
|
2,285
|
|
||||
Other operating expenses, net
|
|
1,094
|
|
|
1,120
|
|
|
3,181
|
|
|
3,466
|
|
||||
Electronic health record incentives
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
(8
|
)
|
||||
Depreciation and amortization
|
|
204
|
|
|
219
|
|
|
602
|
|
|
662
|
|
||||
Impairment and restructuring charges, and acquisition-related costs
|
|
46
|
|
|
329
|
|
|
123
|
|
|
403
|
|
||||
Litigation and investigation costs
|
|
9
|
|
|
6
|
|
|
28
|
|
|
12
|
|
||||
Net losses (gains) on sales, consolidation and deconsolidation of facilities
|
|
7
|
|
|
(104
|
)
|
|
(111
|
)
|
|
(142
|
)
|
||||
Operating income
|
|
$
|
320
|
|
|
$
|
51
|
|
|
$
|
1,243
|
|
|
$
|
628
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Net operating revenues
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Equity in earnings of unconsolidated affiliates
|
|
0.7
|
%
|
|
0.8
|
%
|
|
0.7
|
%
|
|
0.7
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries, wages and benefits
|
|
47.1
|
%
|
|
49.4
|
%
|
|
47.3
|
%
|
|
49.3
|
%
|
Supplies
|
|
16.2
|
%
|
|
16.1
|
%
|
|
16.4
|
%
|
|
16.1
|
%
|
Other operating expenses, net
|
|
24.4
|
%
|
|
24.4
|
%
|
|
23.2
|
%
|
|
24.4
|
%
|
Electronic health record incentives
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
(0.1
|
)%
|
Depreciation and amortization
|
|
4.5
|
%
|
|
4.8
|
%
|
|
4.4
|
%
|
|
4.7
|
%
|
Impairment and restructuring charges, and acquisition-related costs
|
|
1.0
|
%
|
|
7.2
|
%
|
|
0.9
|
%
|
|
2.8
|
%
|
Litigation and investigation costs
|
|
0.2
|
%
|
|
0.1
|
%
|
|
0.2
|
%
|
|
0.1
|
%
|
Net losses (gains) on sales, consolidation and deconsolidation of facilities
|
|
0.2
|
%
|
|
(2.3
|
)%
|
|
(0.8
|
)%
|
|
(1.0
|
)%
|
Operating income
|
|
7.1
|
%
|
|
1.1
|
%
|
|
9.1
|
%
|
|
4.4
|
%
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||||||||
Selected Operating Expenses
|
|
2018
|
|
2017
|
|
Increase
(Decrease)
|
|
2018
|
|
2017
|
|
Increase
(Decrease)
|
||||||||||
Hospital Operations and other — Same-Hospital
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Salaries, wages and benefits
|
|
$
|
1,746
|
|
|
$
|
1,716
|
|
|
1.7
|
%
|
|
$
|
5,294
|
|
|
$
|
5,212
|
|
|
1.6
|
%
|
Supplies
|
|
621
|
|
|
592
|
|
|
4.9
|
%
|
|
1,907
|
|
|
1,815
|
|
|
5.1
|
%
|
||||
Other operating expenses
|
|
929
|
|
|
800
|
|
|
16.1
|
%
|
|
2,625
|
|
|
2,491
|
|
|
5.4
|
%
|
||||
Total
|
|
$
|
3,296
|
|
|
$
|
3,108
|
|
|
6.0
|
%
|
|
$
|
9,826
|
|
|
$
|
9,518
|
|
|
3.2
|
%
|
Ambulatory Care
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Salaries, wages and benefits
|
|
$
|
157
|
|
|
$
|
155
|
|
|
1.3
|
%
|
|
$
|
484
|
|
|
$
|
458
|
|
|
5.7
|
%
|
Supplies
|
|
104
|
|
|
95
|
|
|
9.5
|
%
|
|
316
|
|
|
285
|
|
|
10.9
|
%
|
||||
Other operating expenses
|
|
88
|
|
|
93
|
|
|
(5.4
|
)%
|
|
275
|
|
|
267
|
|
|
3.0
|
%
|
||||
Total
|
|
$
|
349
|
|
|
$
|
343
|
|
|
1.7
|
%
|
|
$
|
1,075
|
|
|
$
|
1,010
|
|
|
6.4
|
%
|
Conifer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Salaries, wages and benefits
|
|
$
|
213
|
|
|
$
|
230
|
|
|
(7.4
|
)%
|
|
$
|
652
|
|
|
$
|
730
|
|
|
(10.7
|
)%
|
Supplies
|
|
1
|
|
|
1
|
|
|
—
|
%
|
|
4
|
|
|
3
|
|
|
33.3
|
%
|
||||
Other operating expenses
|
|
76
|
|
|
91
|
|
|
(16.5
|
)%
|
|
235
|
|
|
266
|
|
|
(11.7
|
)%
|
||||
Total
|
|
$
|
290
|
|
|
$
|
322
|
|
|
(9.9
|
)%
|
|
$
|
891
|
|
|
$
|
999
|
|
|
(10.8
|
)%
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Salaries, wages and benefits
|
|
$
|
2,116
|
|
|
$
|
2,101
|
|
|
0.7
|
%
|
|
$
|
6,430
|
|
|
$
|
6,400
|
|
|
0.5
|
%
|
Supplies
|
|
726
|
|
|
688
|
|
|
5.5
|
%
|
|
2,227
|
|
|
2,103
|
|
|
5.9
|
%
|
||||
Other operating expenses
|
|
1,093
|
|
|
984
|
|
|
11.1
|
%
|
|
3,135
|
|
|
3,024
|
|
|
3.7
|
%
|
||||
Total
|
|
$
|
3,935
|
|
|
$
|
3,773
|
|
|
4.3
|
%
|
|
$
|
11,792
|
|
|
$
|
11,527
|
|
|
2.3
|
%
|
Rent/lease expense
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Hospital Operations and other
|
|
$
|
57
|
|
|
$
|
56
|
|
|
1.8
|
%
|
|
$
|
171
|
|
|
$
|
166
|
|
|
3.0
|
%
|
Ambulatory Care
|
|
20
|
|
|
20
|
|
|
—
|
%
|
|
60
|
|
|
57
|
|
|
5.3
|
%
|
||||
Conifer
|
|
4
|
|
|
4
|
|
|
—
|
%
|
|
13
|
|
|
14
|
|
|
(7.1
|
)%
|
||||
Total
|
|
$
|
81
|
|
|
$
|
80
|
|
|
1.3
|
%
|
|
$
|
244
|
|
|
$
|
237
|
|
|
3.0
|
%
|
|
|
|
(1)
|
Included in other operating expenses.
|
•
|
Hospital Operations and other, which
is comprised of our acute care and specialty hospitals, ancillary outpatient facilities, urgent care centers, microhospitals and physician practices
. As described in Note 4 to the accompanying Condensed Consolidated Financial Statements, certain of our facilities are classified as held for sale at
September 30, 2018
.
|
•
|
Ambulatory Care, which is comprised of USPI’s ambulatory surgery centers, urgent care centers, imaging centers and surgical hospitals (and also included nine facilities in the United Kingdom until we divested Aspen effective August 17, 2018).
|
•
|
Conifer, which
provides healthcare business process services in the areas of hospital and physician revenue cycle management and value-based care solutions to healthcare systems, as well as individual hospitals, physician practices, self-insured organizations, health plans and other entities
.
|
|
|
Same-Hospital
Continuing Operations
|
|
Same-Hospital
Continuing Operations
|
||||||||||||||||
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||||||
Admissions, Patient Days and Surgeries
|
|
2018
|
|
2017
|
|
Increase
(Decrease) |
|
2018
|
|
2017
|
|
Increase
(Decrease)
|
||||||||
Number of hospitals (at end of period)
|
|
68
|
|
|
68
|
|
|
—
|
|
(1)
|
|
68
|
|
|
68
|
|
|
—
|
|
(1)
|
Total admissions
|
|
168,202
|
|
|
171,766
|
|
|
(2.1
|
)%
|
|
|
514,526
|
|
|
521,438
|
|
|
(1.3
|
)%
|
|
Adjusted patient admissions
(2)
|
|
306,199
|
|
|
305,300
|
|
|
0.3
|
%
|
|
|
924,037
|
|
|
921,715
|
|
|
0.3
|
%
|
|
Paying admissions (excludes charity and uninsured)
|
|
157,197
|
|
|
161,743
|
|
|
(2.8
|
)%
|
|
|
483,655
|
|
|
492,896
|
|
|
(1.9
|
)%
|
|
Charity and uninsured admissions
|
|
11,005
|
|
|
10,023
|
|
|
9.8
|
%
|
|
|
30,871
|
|
|
28,542
|
|
|
8.2
|
%
|
|
Admissions through emergency department
|
|
116,727
|
|
|
112,210
|
|
|
4.0
|
%
|
|
|
354,594
|
|
|
337,463
|
|
|
5.1
|
%
|
|
Paying admissions as a percentage of total admissions
|
|
93.5
|
%
|
|
94.2
|
%
|
|
(0.7
|
)%
|
(1)
|
|
94.0
|
%
|
|
94.5
|
%
|
|
(0.5
|
)%
|
(1)
|
Charity and uninsured admissions as a percentage of total admissions
|
|
6.5
|
%
|
|
5.8
|
%
|
|
0.7
|
%
|
(1)
|
|
6.0
|
%
|
|
5.5
|
%
|
|
0.5
|
%
|
(1)
|
Emergency department admissions as a percentage of total admissions
|
|
69.4
|
%
|
|
65.3
|
%
|
|
4.1
|
%
|
(1)
|
|
68.9
|
%
|
|
64.7
|
%
|
|
4.2
|
%
|
(1)
|
Surgeries — inpatient
|
|
45,626
|
|
|
47,315
|
|
|
(3.6
|
)%
|
|
|
137,623
|
|
|
141,503
|
|
|
(2.7
|
)%
|
|
Surgeries — outpatient
|
|
61,468
|
|
|
61,562
|
|
|
(0.2
|
)%
|
|
|
186,132
|
|
|
187,316
|
|
|
(0.6
|
)%
|
|
Total surgeries
|
|
107,094
|
|
|
108,877
|
|
|
(1.6
|
)%
|
|
|
323,755
|
|
|
328,819
|
|
|
(1.5
|
)%
|
|
Patient days — total
|
|
761,921
|
|
|
789,040
|
|
|
(3.4
|
)%
|
|
|
2,368,366
|
|
|
2,414,961
|
|
|
(1.9
|
)%
|
|
Adjusted patient days
(2)
|
|
1,365,664
|
|
|
1,379,096
|
|
|
(1.0
|
)%
|
|
|
4,186,068
|
|
|
4,203,108
|
|
|
(0.4
|
)%
|
|
Average length of stay (days)
|
|
4.53
|
|
|
4.59
|
|
|
(1.3
|
)%
|
|
|
4.60
|
|
|
4.63
|
|
|
(0.6
|
)%
|
|
Licensed beds (at end of period)
|
|
17,934
|
|
|
18,006
|
|
|
(0.4
|
)%
|
|
|
17,934
|
|
|
18,006
|
|
|
(0.4
|
)%
|
|
Average licensed beds
|
|
17,934
|
|
|
18,007
|
|
|
(0.4
|
)%
|
|
|
17,942
|
|
|
17,983
|
|
|
(0.2
|
)%
|
|
Utilization of licensed beds
(3)
|
|
46.2
|
%
|
|
47.6
|
%
|
|
(1.4
|
)%
|
(1)
|
|
48.4
|
%
|
|
49.2
|
%
|
|
(0.8
|
)%
|
(1)
|
|
|
|
(1)
|
The change is the difference between 2018 and 2017 amounts shown.
|
|
(2)
|
Adjusted patient admissions/days represents actual patient admissions/days adjusted to include outpatient services provided by facilities in our Hospital Operations and other segment by multiplying actual patient admissions/days by the sum of gross inpatient revenues and outpatient revenues and dividing the results by gross inpatient revenues.
|
|
(3)
|
Utilization of licensed beds represents patient days divided by number of days in the period divided by average licensed beds.
|
|
|
Same-Hospital
Continuing Operations |
|
Same-Hospital
Continuing Operations |
||||||||||||||||
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||||||
Outpatient Visits
|
|
2018
|
|
2017
|
|
Increase
(Decrease) |
|
2018
|
|
2017
|
|
Increase
(Decrease) |
||||||||
Total visits
|
|
1,722,292
|
|
|
1,715,650
|
|
|
0.4
|
%
|
|
|
5,264,505
|
|
|
5,293,076
|
|
|
(0.5
|
)%
|
|
Paying visits (excludes charity and uninsured)
|
|
1,607,180
|
|
|
1,600,195
|
|
|
0.4
|
%
|
|
|
4,919,392
|
|
|
4,951,644
|
|
|
(0.7
|
)%
|
|
Charity and uninsured visits
|
|
115,112
|
|
|
115,455
|
|
|
(0.3
|
)%
|
|
|
345,113
|
|
|
341,432
|
|
|
1.1
|
%
|
|
Emergency department visits
|
|
638,248
|
|
|
627,415
|
|
|
1.7
|
%
|
|
|
1,963,474
|
|
|
1,923,995
|
|
|
2.1
|
%
|
|
Surgery visits
|
|
61,468
|
|
|
61,562
|
|
|
(0.2
|
)%
|
|
|
186,132
|
|
|
187,316
|
|
|
(0.6
|
)%
|
|
Paying visits as a percentage of total visits
|
|
93.3
|
%
|
|
93.3
|
%
|
|
—
|
%
|
(1)
|
|
93.4
|
%
|
|
93.5
|
%
|
|
(0.1
|
)%
|
(1)
|
Charity and uninsured visits as a percentage of total visits
|
|
6.7
|
%
|
|
6.7
|
%
|
|
—
|
%
|
(1)
|
|
6.6
|
%
|
|
6.5
|
%
|
|
0.1
|
%
|
(1)
|
|
|
|
(1)
|
The change is the difference between 2018 and 2017 amounts shown.
|
|
|
Same-Hospital
Continuing Operations |
|
Same-Hospital
Continuing Operations |
||||||||||||||||||
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||||||||
Revenues
|
|
2018
|
|
2017
|
|
Increase
(Decrease) |
|
2018
|
|
2017
|
|
Increase
(Decrease) |
||||||||||
Total segment net operating revenues
(1)
|
|
$
|
3,613
|
|
|
$
|
3,367
|
|
|
7.3
|
%
|
|
$
|
10,899
|
|
|
$
|
10,350
|
|
|
5.3
|
%
|
Selected revenue data – hospitals and related outpatient facilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net patient revenues
(1)(2)
|
|
$
|
3,432
|
|
|
$
|
3,237
|
|
|
6.0
|
%
|
|
$
|
10,434
|
|
|
$
|
9,905
|
|
|
5.3
|
%
|
Net patient revenue per adjusted patient
admission (1)(2) |
|
$
|
11,208
|
|
|
$
|
10,603
|
|
|
5.7
|
%
|
|
$
|
11,292
|
|
|
$
|
10,746
|
|
|
5.1
|
%
|
Net patient revenue per adjusted patient day
(1)(2)
|
|
$
|
2,513
|
|
|
$
|
2,347
|
|
|
7.1
|
%
|
|
$
|
2,493
|
|
|
$
|
2,357
|
|
|
5.8
|
%
|
|
|
|
(1)
|
Revenues are net of implicit price concessions and provision for doubtful accounts.
|
|
(2)
|
Adjusted patient admissions/days represents actual patient admissions/days adjusted to include outpatient services provided by facilities in our Hospital Operations and other segment by multiplying actual patient admissions/days by the sum of gross inpatient revenues and outpatient revenues and dividing the results by gross inpatient revenues.
|
|
|
Same-Hospital
Continuing Operations |
|
Same-Hospital
Continuing Operations |
|||||||||||||||||
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
|||||||||||||||||
Total Segment Selected Operating Expenses
|
|
2018
|
|
2017
|
|
Increase
(Decrease) |
|
2018
|
|
2017
|
|
Increase
(Decrease) |
|||||||||
Salaries, wages and benefits as a percentage of net operating revenues
|
|
48.3
|
%
|
|
51.0
|
%
|
|
(2.7
|
)%
|
(1)
|
|
48.6
|
%
|
|
50.4
|
%
|
|
(1.8
|
)%
|
(1
|
)
|
Supplies as a percentage of net operating revenues
|
|
17.2
|
%
|
|
17.6
|
%
|
|
(0.4
|
)%
|
(1)
|
|
17.5
|
%
|
|
17.5
|
%
|
|
—
|
%
|
(1
|
)
|
Other operating expenses as a percentage of net operating revenues
|
|
25.7
|
%
|
|
23.8
|
%
|
|
1.9
|
%
|
(1)
|
|
24.1
|
%
|
|
24.1
|
%
|
|
—
|
%
|
(1
|
)
|
|
|
|
(1)
|
The change is the difference between 2018 and 2017 amounts shown.
|
|
|
September 30, 2018
|
|
December 31, 2017
|
||||||||||||
|
|
Accounts
Receivable |
|
Accounts
Receivable
Before
Allowance
for Doubtful
Accounts
|
|
Allowance
for Doubtful
Accounts
|
|
Net
|
||||||||
Medicare
|
|
$
|
205
|
|
|
$
|
257
|
|
|
$
|
—
|
|
|
$
|
257
|
|
Medicaid
|
|
80
|
|
|
95
|
|
|
—
|
|
|
95
|
|
||||
Net cost report settlements receivable and valuation allowances
|
|
7
|
|
|
4
|
|
|
—
|
|
|
4
|
|
||||
Managed care
|
|
1,407
|
|
|
1,709
|
|
|
204
|
|
|
1,505
|
|
||||
Self-pay uninsured
|
|
29
|
|
|
407
|
|
|
351
|
|
|
56
|
|
||||
Self-pay balance after insurance
|
|
126
|
|
|
240
|
|
|
149
|
|
|
91
|
|
||||
Estimated future recoveries
|
|
139
|
|
|
132
|
|
|
—
|
|
|
132
|
|
||||
Other payers
|
|
329
|
|
|
453
|
|
|
151
|
|
|
302
|
|
||||
Total Hospital Operations and other
|
|
2,322
|
|
|
3,297
|
|
|
855
|
|
|
2,442
|
|
||||
Ambulatory Care
|
|
160
|
|
|
215
|
|
|
43
|
|
|
172
|
|
||||
Total discontinued operations
|
|
2
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||
|
|
$
|
2,484
|
|
|
$
|
3,514
|
|
|
$
|
898
|
|
|
$
|
2,616
|
|
|
|
September 30, 2018
|
|||||||||||||
|
|
Medicare
|
|
Medicaid
|
|
Managed
Care |
|
Indemnity,
Self-Pay and Other |
|
Total
|
|||||
0-60 days
(1)
|
|
88
|
%
|
|
53
|
%
|
|
58
|
%
|
|
29
|
%
|
|
54
|
%
|
61-120 days
|
|
6
|
%
|
|
21
|
%
|
|
15
|
%
|
|
17
|
%
|
|
15
|
%
|
121-180 days
|
|
2
|
%
|
|
11
|
%
|
|
9
|
%
|
|
10
|
%
|
|
8
|
%
|
Over 180 days
|
|
4
|
%
|
|
15
|
%
|
|
18
|
%
|
|
44
|
%
|
|
23
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
|
(1)
|
The 0-60 days aging category has been impacted by the reclassification of certain unbilled accounts to contract assets due to the adoption of ASU 2014-09 effective January 1, 2018. See Notes 1 and 3 to our accompanying Condensed Consolidated Financial Statements for additional information.
|
|
|
December 31, 2017
|
|||||||||||||
|
|
Medicare
|
|
Medicaid
|
|
Managed
Care |
|
Indemnity,
Self-Pay and Other |
|
Total
|
|||||
0-60 days
|
|
89
|
%
|
|
66
|
%
|
|
65
|
%
|
|
28
|
%
|
|
60
|
%
|
61-120 days
|
|
6
|
%
|
|
16
|
%
|
|
14
|
%
|
|
17
|
%
|
|
13
|
%
|
121-180 days
|
|
2
|
%
|
|
10
|
%
|
|
7
|
%
|
|
9
|
%
|
|
7
|
%
|
Over 180 days
|
|
3
|
%
|
|
8
|
%
|
|
14
|
%
|
|
46
|
%
|
|
20
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
September 30,
|
|
December 31,
|
||||
|
|
2018
|
|
2017
|
||||
0-60 days
|
|
$
|
71
|
|
|
$
|
81
|
|
61-120 days
|
|
10
|
|
|
12
|
|
||
121-180 days
|
|
3
|
|
|
3
|
|
||
Over 180 days
|
|
3
|
|
|
4
|
|
||
Total
|
|
$
|
87
|
|
|
$
|
100
|
|
•
|
increased
malpractice expense
of
$53 million
to settle various claims;
|
•
|
increased
medical fees
of
$49 million
, due in part to unfavorable claims experience on risk-based capitated contracts in California; and
|
•
|
increased
technology and software costs
of
$19 million
; partially offset by
|
•
|
gains on the sales of assets of $19 million in the 2018 period primarily related to the sale of an equity method investment.
|
•
|
increased
malpractice expense
of
$64 million
to settle various claims;
|
•
|
increased
medical fees
of
$75 million
, due in part to unfavorable claims experience on risk-based capitated contracts in California; and
|
•
|
increased
technology and software costs
of
$36 million
; partially offset by
|
•
|
decreased
expenses associated with our health plan businesses
of
$99 million
due to the sale and wind-down of these businesses in 2017.
|
•
|
management services revenues, computed as a percentage of each facility’s net revenues (often net of implicit price concessions); and
|
•
|
our share of each facility’s net income (loss), which is computed by multiplying the facility’s net income (loss) times the percentage of each facility’s equity interests owned by USPI.
|
•
|
equity in earnings of unconsolidated affiliates
—our share of the net income (loss) of each facility, which is based on the facility’s net income (loss) and the percentage of the facility’s outstanding equity interests owned by us; and
|
•
|
management and administrative services revenues, which is included in our net operating revenues
—income we earn for managing the day-to-day operations of each facility, usually quantified as a percentage of each facility’s net revenues less implicit price concessions.
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||||||||
Ambulatory Care Results of Operations
|
|
2018
|
|
2017
|
|
Increase (Decrease)
|
|
2018
|
|
2017
|
|
Increase (Decrease)
|
||||||||||
Net operating revenues
|
|
$
|
502
|
|
|
$
|
468
|
|
|
7.3
|
%
|
|
$
|
1,531
|
|
|
$
|
1,395
|
|
|
9.7
|
%
|
Equity in earnings of unconsolidated affiliates
|
|
$
|
31
|
|
|
$
|
34
|
|
|
(8.8
|
)%
|
|
$
|
91
|
|
|
$
|
91
|
|
|
—
|
%
|
Salaries, wages and benefits
|
|
$
|
157
|
|
|
$
|
155
|
|
|
1.3
|
%
|
|
$
|
484
|
|
|
$
|
458
|
|
|
5.7
|
%
|
Supplies
|
|
$
|
104
|
|
|
$
|
95
|
|
|
9.5
|
%
|
|
$
|
316
|
|
|
$
|
285
|
|
|
10.9
|
%
|
Other operating expenses, net
|
|
$
|
88
|
|
|
$
|
93
|
|
|
(5.4
|
)%
|
|
$
|
275
|
|
|
$
|
267
|
|
|
3.0
|
%
|
Ambulatory Care Facility Growth
|
|
Three Months Ended
September 30, 2018 |
|
Nine Months Ended
September 30, 2018 |
||
Net revenues
|
|
6.7
|
%
|
|
5.6
|
%
|
Cases
|
|
5.0
|
%
|
|
4.3
|
%
|
Net revenue per case
|
|
1.6
|
%
|
|
1.3
|
%
|
Ambulatory Care Facilities
|
|
Nine Months Ended
September 30, 2018 |
|
Facilities:
|
|
|
|
With a healthcare system partner
|
|
205
|
|
Without a healthcare system partner
|
|
130
|
|
Total facilities operated
|
|
335
|
|
Change from December 31, 2017
|
|
|
|
Acquisitions
|
|
7
|
|
De novo
|
|
7
|
|
Dispositions/Mergers
|
|
(12
|
)
|
Total increase in number of facilities operated
|
|
2
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Tax expense at statutory federal rate of 21% (35% for 2017)
|
$
|
15
|
|
|
$
|
(122
|
)
|
|
$
|
101
|
|
|
$
|
(114
|
)
|
State income taxes, net of federal income tax benefit
|
3
|
|
|
8
|
|
|
20
|
|
|
13
|
|
||||
Tax benefit available to noncontrolling interests
|
(15
|
)
|
|
(25
|
)
|
|
(49
|
)
|
|
(79
|
)
|
||||
Nondeductible goodwill
|
—
|
|
|
104
|
|
|
7
|
|
|
104
|
|
||||
Tax benefit related to loss on Aspen sale
|
(18
|
)
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
||||
Change in tax contingency reserves, including interest
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(3
|
)
|
||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
4
|
|
|
9
|
|
||||
Change in valuation allowance-interest expense limitation
|
24
|
|
|
—
|
|
|
54
|
|
|
—
|
|
||||
Change in indefinite reinvestment assertion
|
—
|
|
|
(30
|
)
|
|
—
|
|
|
(30
|
)
|
||||
Change in valuation allowance-other
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
||||
Other items
|
(3
|
)
|
|
11
|
|
|
1
|
|
|
—
|
|
||||
Income tax expense (benefit)
|
$
|
6
|
|
|
$
|
(60
|
)
|
|
$
|
120
|
|
|
$
|
(105
|
)
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
|
||||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net income available (loss attributable) to Tenet Healthcare Corporation common shareholders
|
|
$
|
(9
|
)
|
|
$
|
(367
|
)
|
|
$
|
116
|
|
|
$
|
(475
|
)
|
Less: Net income available to noncontrolling interests
|
|
(74
|
)
|
|
(78
|
)
|
|
(248
|
)
|
|
(254
|
)
|
||||
Income (loss) from discontinued operations, net of tax
|
|
—
|
|
|
(1
|
)
|
|
3
|
|
|
(1
|
)
|
||||
Income (loss) from continuing operations
|
|
65
|
|
|
(288
|
)
|
|
361
|
|
|
(220
|
)
|
||||
Income tax benefit (expense)
|
|
(6
|
)
|
|
60
|
|
|
(120
|
)
|
|
105
|
|
||||
Loss from early extinguishment of debt
|
|
—
|
|
|
(138
|
)
|
|
(2
|
)
|
|
(164
|
)
|
||||
Other non-operating expense, net
|
|
—
|
|
|
(4
|
)
|
|
(2
|
)
|
|
(14
|
)
|
||||
Interest expense
|
|
(249
|
)
|
|
(257
|
)
|
|
(758
|
)
|
|
(775
|
)
|
||||
Operating income
|
|
320
|
|
|
51
|
|
|
1,243
|
|
|
628
|
|
||||
Litigation and investigation costs
|
|
(9
|
)
|
|
(6
|
)
|
|
(28
|
)
|
|
(12
|
)
|
||||
Net gains (losses) on sales, consolidation and deconsolidation of facilities
|
|
(7
|
)
|
|
104
|
|
|
111
|
|
|
142
|
|
||||
Impairment and restructuring charges, and acquisition-related costs
|
|
(46
|
)
|
|
(329
|
)
|
|
(123
|
)
|
|
(403
|
)
|
||||
Depreciation and amortization
|
|
(204
|
)
|
|
(219
|
)
|
|
(602
|
)
|
|
(662
|
)
|
||||
Income (loss) from divested and closed businesses (i.e., the Company’s health plan businesses)
|
|
9
|
|
|
(6
|
)
|
|
9
|
|
|
(41
|
)
|
||||
Adjusted EBITDA
|
|
$
|
577
|
|
|
$
|
507
|
|
|
$
|
1,876
|
|
|
$
|
1,604
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net operating revenues
|
|
$
|
4,489
|
|
|
$
|
4,586
|
|
|
$
|
13,694
|
|
|
$
|
14,201
|
|
Less: Net operating revenues from health plans
|
|
8
|
|
|
10
|
|
|
14
|
|
|
100
|
|
||||
Adjusted net operating revenues
|
|
$
|
4,481
|
|
|
$
|
4,576
|
|
|
$
|
13,680
|
|
|
$
|
14,101
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income available (loss attributable) to Tenet Healthcare Corporation common shareholders as a % of net operating revenues
|
|
(0.2
|
)%
|
|
(8.0
|
)%
|
|
0.8
|
%
|
|
(3.3
|
)%
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA as % of adjusted net operating revenues
(Adjusted EBITDA margin)
|
|
12.9
|
%
|
|
11.1
|
%
|
|
13.7
|
%
|
|
11.4
|
%
|
•
|
Increased net cash receipts of $152 million related to the California provider fee program;
|
•
|
Additional interest payments of
$35 million
in the 2018 period primarily due to the six-month interest payment in January 2018 related to our 7.500% senior secured second lien notes due 2022, which were issued in December 2016; changes in the timing of certain interest payments as a result of our refinancing transactions in 2017 also impacted the year-over-year comparison;
|
•
|
$25 million
of additional payments in the 2018 period for restructuring charges, acquisition-related costs, and litigation costs and settlements;
|
•
|
Lower
income tax payments of
$30 million
in the 2018 period;
|
•
|
Increased cash flows from our health plan businesses of approximately $100 million due to cash outflows in the 2017 period resulting from the sales and wind-down of these businesses in 2017, compared to negligible cash flows in the 2018 period; and
|
•
|
The timing of other working capital items.
|
|
|
Maturity Date, Years Ending December 31,
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
|
|
(Dollars in Millions)
|
||||||||||||||||||||||||||||||
Fixed rate long-term debt
|
|
$
|
111
|
|
|
$
|
613
|
|
|
$
|
2,686
|
|
|
$
|
1,950
|
|
|
$
|
3,578
|
|
|
$
|
6,106
|
|
|
$
|
15,044
|
|
|
$
|
15,186
|
|
Average effective interest rates
|
|
5.8
|
%
|
|
5.7
|
%
|
|
6.2
|
%
|
|
4.7
|
%
|
|
8.5
|
%
|
|
6.1
|
%
|
|
6.5
|
%
|
|
|
|
|
|
|
(31)
|
|
Rule 13a-14(a)/15d-14(a) Certifications
|
|
|
|
|
|
|
|
(a)
|
|
|
|
|
|
|
|
(b)
|
|
|
|
|
|
(32)
|
|
||
|
|
|
|
(101 SCH)
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
(101 CAL)
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
(101 DEF)
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
(101 LAB)
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
(101 PRE)
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
(101 INS)
|
|
XBRL Taxonomy Extension Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
|
|
|
|
||
|
|
|
TENET HEALTHCARE CORPORATION
(Registrant)
|
|
|
|
Date: November 5, 2018
|
By:
|
/s/ R. SCOTT RAMSEY
|
|
|
R. Scott Ramsey
|
|
|
Vice President and Controller
|
|
|
(Principal Accounting Officer)
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|---|---|---|
William Johnson Independent Board Chair Director Since: 2009 Age: 76 Board Committees • Nominating and Corporate Governance (Chair) • Executive Public Board Directorships • Sovos Brands, Inc. (2017-2024) • PepsiCo, Inc . (2015-2020) | |||
Wayne Hewett Independent Director Director Since: 2020 Age: 60 Board Committees • Audit Public Board Directorships • Home Depot, Inc. (since 2014) • Wells Fargo & Company (since 2019) Other Notable Affiliations • Hexion Chemicals (Lead Director since 2023) • Cambrex Corporation (Non- Executive Chairman since 2020) • Lytx, Inc. (Board Member 2021-2025) • Quotient Sciences (Non- Executive Chairman since 2023) • DiversiTech Corporation (Non-Executive Chairman 2018-2021) | |||
Russell Stokes Independent Director Director Since: 2020 Age: 53 Board Committees • Compensation and Human Capital • Nominating and Corporate Governance Other Notable Affiliations • Metro Atlanta Chamber of Commerce Executive Committee • Atlanta Committee for Progress | |||
Rodney Adkins Independent Director Director Since: 2013 Age: 66 Board Committees • Risk (Chair) • Compensation and Human Capital • Executive Public Board Directorships • Avnet, Inc. (since 2015) • PayPal Holdings, Inc. (since 2017) • W.W. Grainger, Inc. (since 2014) | |||
Wayne Hewett Independent Director Director Since: 2020 Age: 60 Board Committees • Audit Public Board Directorships • Home Depot, Inc. (since 2014) • Wells Fargo & Company (since 2019) Other Notable Affiliations • Hexion Chemicals (Lead Director since 2023) • Cambrex Corporation (Non- Executive Chairman since 2020) • Lytx, Inc. (Board Member 2021-2025) • Quotient Sciences (Non- Executive Chairman since 2023) • DiversiTech Corporation (Non-Executive Chairman 2018-2021) | |||
Kevin Clark Independent Director Director Since: 2025 Age: 62 Board Committees • Audit (1) Public Board Directorships • Aptiv (since 2015) | |||
Kevin Clark Independent Director Director Since: 2025 Age: 62 Board Committees • Audit (1) Public Board Directorships • Aptiv (since 2015) | |||
Kate Johnson Independent Director Director Since: 2020 Age: 57 Board Committees • Nominating and Corporate Governance • Risk Public Board Directorships • Lumen Technologies (since 2022) | |||
Franck Moison Independent Director Director Since: 2017 Age: 71 Board Committees • Nominating and Corporate Governance • Risk Public Board Directorships • VusionGroup SA (since 2020) • Hanesbrands Inc. (since 2015) Other Notable Affiliations • SomaLogic, Board Member (2019 - 2021) • EDHEC Business School (Paris, London, Singapore), Chairman of the International Advisory Board • McDonough School of Business, Georgetown University, International Board member | |||
Eva Boratto Independent Director Director Since: 2020 Age: 58 Board Committees • Audit (Chair) | |||
Christiana Smith Shi Independent Director Director Since: 2018 Age: 65 Board Committees • Compensation and Human Capital (Chair) • Risk Public Board Directorships • Columbia Sportswear Company (since 2022) • Williams Sonoma, Inc. (2017-2019) • Mondelez International, Inc. (2016-2023) | |||
Carol B. Tomé Chief Executive Officer and Director Director Since: 2003 Age: 68 Board Committees • Executive Public Board Directorships • Verizon Communications, Inc. (since 2021) • Cisco Systems, Inc. (2019-2020) Other Notable Affiliations • Atlanta Committee for Progress (Chair and Board Member) • Grady Memorial Hospital Corporation (Board Member) • Federal Reserve Bank of Atlanta (Board Member 2008 -2013, Board Chair 2010 - 2012) | |||
Angela Hwang Independent Director Director Since: 2020 Age: 59 Board Committees • Audit Other Notable Affiliations • Connecticut Innovations (Board Member) • Cornell Johnson School of Management Advisory Council |
Name and
Principal Position
|
Year |
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
|
All Other
Compensation
($)
|
Total
($)
|
||||||||||||||||||||
Carol Tomé
Chief Executive
Officer
|
2024
|
1,509,713 | — | 18,283,138 | 1,358,768 | 2,747,677 | — | 164,681 | 24,063,977 | ||||||||||||||||||||
2023 | 1,509,713 | — | 18,916,192 | 1,358,762 | 1,509,713 | — | 95,671 | 23,390,051 | |||||||||||||||||||||
2022 | 1,466,250 | — | 15,046,968 | 1,228,547 | 1,035,932 | — | 187,504 | 18,965,201 | |||||||||||||||||||||
Brian Dykes
Chief Financial
Officer
|
2024 | 619,553 | — | 2,500,130 | 103,515 | 758,713 | 0 | 117,856 | 4,099,767 | ||||||||||||||||||||
Brian Newman
Former Chief
Financial Officer
|
2024
|
349,052 | — | 4,708,740 | 418,893 | 438,340 | — | 1,900,756 | 7,815,781 | ||||||||||||||||||||
2023 | 831,626 | — | 5,551,095 | 406,692 | 481,692 | — | 70,965 | 7,342,070 | |||||||||||||||||||||
2022 | 784,377 | — | 5,563,543 | 382,755 | 364,363 | — | 94,203 | 7,189,241 | |||||||||||||||||||||
Nando Cesarone
President U.S. and
UPS Airline
|
2024
|
867,501 | — | 3,901,807 | 424,211 | 914,499 | — | 119,314 | 6,227,332 | ||||||||||||||||||||
2023 | 840,254 | — | 4,686,065 | 407,924 | 487,837 | — | 99,161 | 6,521,241 | |||||||||||||||||||||
2022 | 768,042 | — | 4,348,893 | 351,117 | 364,278 | — | 107,812 | 5,940,142 | |||||||||||||||||||||
Kate Gutmann
President
International,
Healthcare and
Supply Chain
Solutions
|
2024
|
867,501 | — | 3,901,807 | 424,211 | 914,499 | 0 | 148,472 | 6,256,490 | ||||||||||||||||||||
2023 | 840,254 | — | 4,686,065 | 407,924 | 487,837 | 3,786,483 | 152,958 | 10,361,521 | |||||||||||||||||||||
2022 | 781,197 | — | 4,674,444 | 377,426 | 364,278 | — | 20,676 | 6,218,021 | |||||||||||||||||||||
Bala Subramanian
Chief Digital and
Technology Officer
|
2024
|
790,556 | 250,000 | 3,555,753 | 386,601 | 833,385 | — | 79,671 | 5,895,966 | ||||||||||||||||||||
2023 | 766,622 | 500,000 | 4,139,164 | 373,540 | 444,566 | — | 76,370 | 6,300,262 | |||||||||||||||||||||
2022 | 330,853 |
250,000
|
6,928,392 | — | — | — | 932 | 7,510,177 |
No Customers Found
Suppliers
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|---|---|---|
Gutmann Kathleen M. | - | 91,090 | 0 |
Gutmann Kathleen M. | - | 73,225 | 0 |
Brothers Norman M. Jr | - | 47,837 | 0 |
WARREN KEVIN M | - | 39,738 | 6,697 |
Lane Laura J | - | 18,717 | 0 |
Subramanian Bala | - | 16,417 | 0 |
Dykes Brian M | - | 13,945 | 0 |
Newman Brian | - | 11,677 | 9,287 |
Subramanian Bala | - | 7,401 | 0 |
Ford Darrell L | - | 6,602 | 0 |
JOHNSON WILLIAM R | - | 5,160 | 0 |
Guffey Matthew W | - | 4,372 | 0 |
Guffey Matthew | - | 944 | 0 |
Cesarone Nando | - | 1 | 0 |