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Nevada
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95-2557091
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(State of Incorporation)
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(IRS Employer Identification No.)
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Title of each class
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Name of each exchange on which registered
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Common stock, $0.05 par value
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New York Stock Exchange
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6.875% Senior Notes due 2031
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New York Stock Exchange
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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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TABLE OF CONTENTS
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Page
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Hospital
|
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Location
|
|
Licensed
Beds
|
|
Status
|
|
Alabama
|
|
|
|
|
|
|
|
Brookwood Baptist Medical Center
(1)
|
|
Birmingham
|
|
607
|
|
|
JV/Owned
|
Citizens Baptist Medical Center
(1)(2)
|
|
Talladega
|
|
122
|
|
|
JV/Leased
|
Princeton Baptist Medical Center
(1)(2)
|
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Birmingham
|
|
505
|
|
|
JV/Leased
|
Shelby Baptist Medical Center
(1)(2)
|
|
Alabaster
|
|
252
|
|
|
JV/Leased
|
Walker Baptist Medical Center
(1)(2)
|
|
Jasper
|
|
267
|
|
|
JV/Leased
|
|
|
|
|
|
|
|
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Arizona
|
|
|
|
|
|
|
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Abrazo Arizona Heart Hospital
(3)
|
|
Phoenix
|
|
59
|
|
|
Owned
|
Abrazo Arrowhead Campus
|
|
Glendale
|
|
217
|
|
|
Owned
|
Abrazo Central Campus
|
|
Phoenix
|
|
221
|
|
|
Owned
|
Abrazo Scottsdale Campus
|
|
Phoenix
|
|
136
|
|
|
Owned
|
Abrazo West Campus
|
|
Goodyear
|
|
188
|
|
|
Owned
|
Holy Cross Hospital
(4)(5)
|
|
Nogales
|
|
25
|
|
|
JV/Owned
|
St. Joseph’s Hospital
(
4)
|
|
Tucson
|
|
486
|
|
|
JV/Owned
|
St. Mary’s Hospital
(4)
|
|
Tucson
|
|
400
|
|
|
JV/Owned
|
|
|
|
|
|
|
|
|
California
|
|
|
|
|
|
|
|
Desert Regional Medical Center
(6)
|
|
Palm Springs
|
|
385
|
|
|
Leased
|
Doctors Hospital of Manteca
|
|
Manteca
|
|
73
|
|
|
Owned
|
Doctors Medical Center
|
|
Modesto
|
|
461
|
|
|
Owned
|
Emanuel Medical Center
|
|
Turlock
|
|
209
|
|
|
Owned
|
Fountain Valley Regional Hospital and Medical Center
|
|
Fountain Valley
|
|
400
|
|
|
Owned
|
Hi-Desert Medical Center
(7)
|
|
Joshua Tree
|
|
179
|
|
|
Leased
|
John F. Kennedy Memorial Hospital
|
|
Indio
|
|
145
|
|
|
Owned
|
Lakewood Regional Medical Center
|
|
Lakewood
|
|
172
|
|
|
Owned
|
Los Alamitos Medical Center
|
|
Los Alamitos
|
|
163
|
|
|
Owned
|
Placentia Linda Hospital
|
|
Placentia
|
|
114
|
|
|
Owned
|
San Ramon Regional Medical Center
(8)
|
|
San Ramon
|
|
123
|
|
|
JV/Owned
|
Sierra Vista Regional Medical Center
|
|
San Luis Obispo
|
|
164
|
|
|
Owned
|
Twin Cities Community Hospital
|
|
Templeton
|
|
122
|
|
|
Owned
|
|
|
|
|
|
|
|
|
Florida
|
|
|
|
|
|
|
|
Coral Gables Hospital
|
|
Coral Gables
|
|
245
|
|
|
Owned
|
Delray Medical Center
|
|
Delray Beach
|
|
536
|
|
|
Owned
|
Florida Medical Center – a campus of North Shore
|
|
Lauderdale Lakes
|
|
459
|
|
|
Owned
|
Good Samaritan Medical Center
|
|
West Palm Beach
|
|
333
|
|
|
Owned
|
Hialeah Hospital
|
|
Hialeah
|
|
378
|
|
|
Owned
|
North Shore Medical Center
|
|
Miami
|
|
337
|
|
|
Owned
|
Palm Beach Gardens Medical Center
|
|
Palm Beach Gardens
|
|
199
|
|
|
Owned
|
Palmetto General Hospital
|
|
Hialeah
|
|
368
|
|
|
Owned
|
St. Mary’s Medical Center
|
|
West Palm Beach
|
|
460
|
|
|
Owned
|
West Boca Medical Center
|
|
Boca Raton
|
|
195
|
|
|
Owned
|
|
|
|
|
|
|
|
|
Illinois
|
|
|
|
|
|
|
|
Louis A. Weiss Memorial Hospital
|
|
Chicago
|
|
236
|
|
|
Owned
|
MacNeal Hospital
(9)
|
|
Berwyn
|
|
368
|
|
|
Owned
|
Westlake Hospital
|
|
Melrose Park
|
|
230
|
|
|
Owned
|
West Suburban Medical Center
|
|
Oak Park
|
|
234
|
|
|
Owned
|
|
|
|
|
|
|
|
|
Massachusetts
|
|
|
|
|
|
|
|
MetroWest Medical Center – Framingham Union Campus
|
|
Framingham
|
|
147
|
|
|
Owned
|
MetroWest Medical Center – Leonard Morse Campus
|
|
Natick
|
|
160
|
|
|
Owned
|
Saint Vincent Hospital
|
|
Worcester
|
|
283
|
|
|
Owned
|
Hospital
|
|
Location
|
|
Licensed
Beds
|
|
Status
|
|
Michigan
|
|
|
|
|
|
|
|
Children’s Hospital of Michigan
|
|
Detroit
|
|
228
|
|
|
Owned
|
Detroit Receiving Hospital
|
|
Detroit
|
|
273
|
|
|
Owned
|
Harper University Hospital
|
|
Detroit
|
|
470
|
|
|
Owned
|
Huron Valley-Sinai Hospital
|
|
Commerce Township
|
|
158
|
|
|
Owned
|
Hutzel Women’s Hospital
|
|
Detroit
|
|
114
|
|
|
Owned
|
Rehabilitation Institute of Michigan
(3)
|
|
Detroit
|
|
69
|
|
|
Owned
|
Sinai-Grace Hospital
|
|
Detroit
|
|
404
|
|
|
Owned
|
|
|
|
|
|
|
|
|
Missouri
|
|
|
|
|
|
|
|
Des Peres Hospital
(9)
|
|
St. Louis
|
|
143
|
|
|
Owned
|
|
|
|
|
|
|
|
|
Pennsylvania
|
|
|
|
|
|
|
|
Hahnemann University Hospital
(10)
|
|
Philadelphia
|
|
496
|
|
|
Owned
|
St. Christopher’s Hospital for Children
(10)
|
|
Philadelphia
|
|
188
|
|
|
Owned
|
|
|
|
|
|
|
|
|
South Carolina
|
|
|
|
|
|
|
|
Coastal Carolina Hospital
|
|
Hardeeville
|
|
41
|
|
|
Owned
|
East Cooper Medical Center
|
|
Mount Pleasant
|
|
140
|
|
|
Owned
|
Hilton Head Hospital
|
|
Hilton Head
|
|
93
|
|
|
Owned
|
Piedmont Medical Center
|
|
Rock Hill
|
|
288
|
|
|
Owned
|
|
|
|
|
|
|
|
|
Tennessee
|
|
|
|
|
|
|
|
Saint Francis Hospital
|
|
Memphis
|
|
479
|
|
|
Owned
|
Saint Francis Hospital – Bartlett
|
|
Bartlett
|
|
196
|
|
|
Owned
|
|
|
|
|
|
|
|
|
Texas
|
|
|
|
|
|
|
|
Baptist Medical Center
|
|
San Antonio
|
|
623
|
|
|
Owned
|
Baylor Scott & White Medical Center – Centennial
(11)(12)(13)
|
|
Frisco
|
|
—
|
|
|
JV/Owned
|
Baylor Scott & White Medical Center – Lake Pointe
(12)(13)(14)
|
|
Rowlett
|
|
—
|
|
|
JV/Owned
|
Baylor Scott & White Medical Center – Sunnyvale
(13)(15)
|
|
Sunnyvale
|
|
—
|
|
|
JV/Leased
|
Baylor Scott & White Medical Center – White Rock
(13)(16)
|
|
Dallas
|
|
—
|
|
|
JV/Owned
|
The Hospitals of Providence East Campus
|
|
El Paso
|
|
182
|
|
|
Owned
|
The Hospitals of Providence Memorial Campus
|
|
El Paso
|
|
480
|
|
|
Owned
|
The Hospitals of Providence Sierra Campus
|
|
El Paso
|
|
297
|
|
|
Owned
|
The Hospitals of Providence Transmountain Campus
|
|
El Paso
|
|
106
|
|
|
Owned
|
Mission Trail Baptist Hospital
|
|
San Antonio
|
|
110
|
|
|
Owned
|
Nacogdoches Medical Center
|
|
Nacogdoches
|
|
161
|
|
|
Owned
|
North Central Baptist Hospital
|
|
San Antonio
|
|
429
|
|
|
Owned
|
Northeast Baptist Hospital
|
|
San Antonio
|
|
371
|
|
|
Owned
|
Resolute Health Hospital
|
|
New Braunfels
|
|
128
|
|
|
Owned
|
St. Luke’s Baptist Hospital
|
|
San Antonio
|
|
282
|
|
|
Owned
|
Valley Baptist Medical Center
|
|
Harlingen
|
|
586
|
|
|
Owned
|
Valley Baptist Medical Center – Brownsville
|
|
Brownsville
|
|
243
|
|
|
Owned
|
|
|
|
|
|
|
|
|
Total Licensed Beds
|
|
|
|
19,141
|
|
|
|
|
(1)
|
Operated by a limited liability company formed as part of a joint venture with Baptist Health System, Inc. (“BHS”), a not-for-profit healthcare system in Alabama; a Tenet subsidiary owned a 60% interest in the entity at December 31, 2017, and BHS owned a 40% interest.
|
(2)
|
In order to receive certain tax benefits for these hospitals, which were operated as nonprofit hospitals prior to our joint venture with BHS, we have entered into arrangements with the City of Talladega, the City of Birmingham, the City of Alabaster and the City of Jasper such that a Medical Clinic Board owns each of these hospitals, and the hospitals are leased to our joint venture entity. These capital leases expire between November 2025 and September 2036, but contain two optional renewal terms of 10 years each.
|
(3)
|
Specialty hospital.
|
(4)
|
Owned by a limited liability company formed as part of a joint venture with Dignity Health and Ascension Arizona, each of which is a not-for-profit healthcare system; a Tenet subsidiary owned a 60% interest in the entity at December 31, 2017, Dignity Health owned a 22.5% interest and Ascension Arizona owned a 17.5% interest.
|
(5)
|
Designated by the Centers for Medicare and Medicaid Services (“CMS”) as a critical access hospital.
|
(6)
|
Lease expires in May 2027.
|
(7)
|
Lease expires in July 2045.
|
(8)
|
Owned by a limited liability company formed as part of a joint venture with John Muir Health (“JMH”), a not-for-profit healthcare system in the San Francisco Bay area; a Tenet subsidiary owned a 51% interest in the entity at December 31, 2017, and JMH owned a 49% interest.
|
(9)
|
We have entered into a definitive agreement to sell this hospital; the sale is expected to occur in early to mid-2018, subject to regulatory approvals and customary closing conditions.
|
(10)
|
We sold our Philadelphia-area hospitals and related operations effective January 11, 2018.
|
(11)
|
At December 31, 2017, managed by a Tenet subsidiary and owned by a limited partnership that is owned by a limited liability partnership (the “JV LLP”) formed as part of a joint venture with Baylor Scott & White Health (“BSWH”), a not-for-profit healthcare system; a Tenet subsidiary owned a 25% interest and BSWH owned a 75% interest in the JV LLP at December 31, 2017.
|
(12)
|
In the three months ended December 31, 2017, we entered into definitive agreements to restructure our joint venture arrangements with BSWH. Pursuant to this restructuring, BSWH will, among other things, acquire all of the JV LLP’s ownership interests in the entity or entities that own this hospital and also take over operations of the hospital. The transactions are currently expected to be completed in early 2018, subject to regulatory approvals and customary closing conditions.
|
(13)
|
Although we managed the operations of this hospital as of December 31, 2017, we have not included its licensed beds in the table because the statistical information associated with the hospital is not presented on a consolidated basis with our other facilities.
|
(14)
|
At December 31, 2017, managed by a Tenet subsidiary and owned by a limited liability company in which the JV LLP (in which we owned a 25% interest at December 31, 2017, as set forth in footnote (11) above) indirectly owned a 94.67% interest at December 31, 2017, with physicians owning the remaining 5.33%. As a result, our ownership interest in this facility was approximately 23.67% at December 31, 2017.
|
(15)
|
At December 31, 2017, managed by a Tenet subsidiary and operated by a limited liability company in which the JV LLP (in which we owned a 25% interest at December 31, 2017, as set forth in footnote (11) above) indirectly owned a 62.05% interest at December 31, 2017, with physicians owning the remaining 37.95%. As a result, our ownership interest in this facility was approximately 15.5% at December 31, 2017. Pursuant to the restructuring agreement described in footnote (12) above, this hospital will become part of Texas Health Ventures Group, an existing joint venture between BSWH and our USPI joint venture. The current lease term for this hospital expires in November 2029, but may be renewed through at least November 2049, subject to certain conditions contained in the lease.
|
(16)
|
At December 31, 2017, managed by a Tenet subsidiary and owned by the JV LLP (in which we owned a 25% interest at December 31, 2017, as set forth in footnote (11) above). In the three months ended December 31, 2017, we and BSWH reached a definitive agreement to sell this hospital to an unaffiliated third party. The transaction is currently expected to be completed in early 2018, subject to regulatory approvals and customary closing conditions.
|
Hospital Operations and other
(1)
|
93,230
|
|
Ambulatory Care
|
18,310
|
|
Conifer
|
14,280
|
|
Total
|
125,820
|
|
|
(1)
|
Includes approximately 900 employees supporting the consolidated operations of our businesses.
|
•
|
software vendors and other technology-supported revenue cycle management business process outsourcing companies;
|
•
|
traditional consultants, either specialized healthcare consulting firms or healthcare divisions of large accounting firms; and
|
•
|
large, non-healthcare focused business process and information technology outsourcing firms.
|
•
|
support and maintain our present and future responsibilities with regard to participation in federal healthcare programs; and
|
•
|
further our goals of operating an organization that (1) fosters and maintains the highest ethical standards among all employees, officers and directors, physicians practicing at our facilities and contractors that furnish healthcare items or services, (2) values compliance with all state and federal statutes and regulations as a foundation of its corporate philosophy, and (3) aligns its behaviors and decisions with Tenet’s core values of quality, integrity, service, innovation and transparency.
|
Name
|
Position
|
Age
|
Ronald A. Rittenmeyer
|
Executive Chairman and Chief Executive Officer
|
70
|
Daniel J. Cancelmi
|
Chief Financial Officer
|
55
|
Keith B. Pitts
|
Vice Chairman
|
60
|
J. Eric Evans
|
President of Hospital Operations
|
40
|
Audrey T. Andrews
|
Senior Vice President and General Counsel
|
51
|
•
|
The impact on our business of recent and future modifications of the Affordable Care Act and the enactment of, or changes in, other statutes and regulations affecting the healthcare industry generally;
|
•
|
Cuts to Medicare and Medicaid payment rates or changes in reimbursement practices or to Medicaid supplemental payment programs;
|
•
|
Adverse regulatory developments and government investigations;
|
•
|
Adverse developments with respect to our ability to comply with the terms of the Non-Prosecution Agreement, including any breach of the agreement;
|
•
|
Our ability to enter into managed care provider arrangements on acceptable terms, including our ability to mitigate the impact of national managed care contracts that expire and are not replaced; and changes in service mix, revenue mix and surgical volumes, including potential declines in the population covered under managed care agreements;
|
•
|
Our ability to achieve operating and financial targets, as well as identify and execute on measures designed to save or control costs or streamline operations, including our ability to realize savings under our recently announced cost-reduction initiatives;
|
•
|
Our success in divesting assets in non-core markets and completing other transactions, including the process we have initiated for the potential sale of Conifer;
|
•
|
Potential disruptions to our business or diverted management attention as a result of our cost-reduction efforts or our planned divestitures, including the potential sale of Conifer;
|
•
|
The impact of our significant indebtedness; the availability and terms of capital to fund the operation and expansion of our business; and our ability to comply with our debt covenants and, over time, reduce leverage;
|
•
|
Adverse litigation;
|
•
|
Competition;
|
•
|
Our ability to continue to manage, expand and realize earnings contributions from our USPI and Conifer business segments;
|
•
|
The effect that adverse economic conditions, consumer behavior and other factors have on our volumes and our ability to collect outstanding receivables on a timely basis, among other things;
|
•
|
Increases in wages, and our ability to hire and retain qualified personnel, especially healthcare professionals;
|
•
|
The timing and impact of additional changes in federal tax laws, regulations and policies, and the outcome of pending and any future tax audits, disputes and litigation associated with our tax positions; and
|
•
|
Other factors and risks referenced in this report and our other public filings.
|
•
|
Our substantial indebtedness may limit our ability to adjust to changing market conditions and place us at a competitive disadvantage compared to our competitors that have less debt.
|
•
|
We may be more vulnerable in the event of a deterioration in our business, in the healthcare industry or in the economy generally, or if federal or state governments substantially limit or reduce reimbursement under the Medicare or Medicaid programs.
|
•
|
Our debt service obligations reduce the amount of funds available for our operations, capital expenditures and corporate development activities, and may make it more difficult for us to satisfy our financial obligations.
|
•
|
Our substantial indebtedness could limit our ability to obtain additional financing to fund future capital expenditures, working capital, acquisitions or other needs.
|
•
|
Our significant indebtedness may result in the market value of our stock being more volatile, potentially resulting in larger investment gains or losses for our shareholders, than the market value of the common stock of other companies that have a relatively smaller amount of indebtedness.
|
•
|
Most of our outstanding debt is either subject to early prepayment penalties, such as “make-whole premiums,” or is not currently callable. As a result, it may be costly to pursue debt repayment as a deleveraging strategy.
|
•
|
incur, assume or guarantee additional indebtedness;
|
•
|
incur liens;
|
•
|
make certain investments;
|
•
|
provide subsidiary guarantees;
|
•
|
consummate asset sales;
|
•
|
redeem debt that is subordinated in right of payment to outstanding indebtedness;
|
•
|
enter into sale and lease-back transactions;
|
•
|
enter into transactions with affiliates; and
|
•
|
consolidate, merge or sell all or substantially all of our assets.
|
•
|
We could experience an impasse on certain decisions because we do not have sole decision-making authority, which could require us to expend additional resources on resolving such impasses or potential disputes.
|
•
|
We may not be able to maintain good relationships with our joint venture partners (including healthcare systems), which could limit our future growth potential and could have an adverse effect our business strategies.
|
•
|
Our joint venture partners could have investment or operational goals that are not consistent with our corporate-wide objectives, including the timing, terms and strategies for investments or future growth opportunities.
|
•
|
Our joint venture partners might become bankrupt, fail to fund their share of required capital contributions or fail to fulfill their other obligations as joint venture partners, which may require us to infuse our own capital into any such venture on behalf of the related joint venture partner or partners despite other competing uses for such capital.
|
•
|
Many of our existing joint ventures require that one of our wholly owned affiliates provide a working capital line of credit to the joint venture, which could require us to allocate substantial financial resources to the joint venture potentially impacting our ability to fund our other short-term obligations.
|
•
|
Some of our existing joint ventures require mandatory capital expenditures for the benefit of the applicable joint venture, which could limit our ability to expend funds on other corporate opportunities.
|
•
|
Our joint venture partners may have exit rights that would require us to purchase their interests upon the occurrence of certain events or the passage of certain time periods, which could impact our financial condition by requiring us to incur additional indebtedness in order to complete such transactions or, alternatively, in some cases we may have the option to issue shares of our common stock to our joint venture partners to satisfy such obligations, which would dilute the ownership of our existing stockholders.
|
•
|
Our joint venture partners may have competing interests in our markets that could create conflict of interest issues.
|
•
|
Any sale or other disposition of our interest in a joint venture or underlying assets of the joint venture may require consents from our joint venture partners, which we may not be able to obtain.
|
•
|
Certain corporate-wide or strategic transactions may also trigger other contractual rights held by a joint venture partner (including termination or liquidation rights) depending on how the transaction is structured, which could impact our ability to complete such transactions.
|
•
|
Our joint venture arrangements that involve financial and ownership relationships with physicians and others who either refer or influence the referral of patients to our hospitals or other healthcare facilities are subject to greater regulatory scrutiny and may not quality for safe harbor protection from the Anti-kickback Statute.
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
High
|
|
Low
|
||||
Year Ended December 31, 2017
|
|
|
|
|
|
||
First Quarter
|
$
|
22.72
|
|
|
$
|
14.73
|
|
Second Quarter
|
20.00
|
|
|
14.66
|
|
||
Third Quarter
|
21.19
|
|
|
12.54
|
|
||
Fourth Quarter
|
16.92
|
|
|
12.25
|
|
||
Year Ended December 31, 2016
|
|
|
|
|
|
||
First Quarter
|
$
|
30.07
|
|
|
$
|
21.39
|
|
Second Quarter
|
34.08
|
|
|
25.71
|
|
||
Third Quarter
|
31.84
|
|
|
20.93
|
|
||
Fourth Quarter
|
24.13
|
|
|
14.06
|
|
•
|
Standard & Poor’s 500 Stock Index (a broad equity market index in which we are not included);
|
•
|
Standard & Poor’s Health Care Composite Index (a published industry index in which we are not included); and
|
•
|
A group made up of us and our hospital company peers (namely, Community Health Systems, Inc. (CYH), HCA Healthcare, Inc. (HCA), LifePoint Health, Inc. (LPNT), Tenet Healthcare Corporation (THC) and Universal Health Services, Inc. (UHS)), which we refer to as our “Peer Group”.
|
|
12/12
|
|
12/13
|
|
12/14
|
|
12/15
|
|
12/16
|
|
12/17
|
||||||||||||
Tenet Healthcare Corporation
|
$
|
100.00
|
|
|
$
|
129.72
|
|
|
$
|
156.05
|
|
|
$
|
93.32
|
|
|
$
|
45.70
|
|
|
$
|
46.69
|
|
S&P 500
|
$
|
100.00
|
|
|
$
|
132.39
|
|
|
$
|
150.51
|
|
|
$
|
152.59
|
|
|
$
|
170.84
|
|
|
$
|
208.14
|
|
S&P Health Care
|
$
|
100.00
|
|
|
$
|
141.46
|
|
|
$
|
177.30
|
|
|
$
|
189.52
|
|
|
$
|
184.42
|
|
|
$
|
225.13
|
|
Peer Group
|
$
|
100.00
|
|
|
$
|
151.48
|
|
|
$
|
218.78
|
|
|
$
|
192.16
|
|
|
$
|
179.82
|
|
|
$
|
203.29
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(In Millions, Except Per-Share Amounts)
|
||||||||||||||||||
Net operating revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net operating revenues before provision for doubtful accounts
|
$
|
20,613
|
|
|
$
|
21,070
|
|
|
$
|
20,111
|
|
|
$
|
17,908
|
|
|
$
|
12,059
|
|
Less: Provision for doubtful accounts
|
1,434
|
|
|
1,449
|
|
|
1,477
|
|
|
1,305
|
|
|
972
|
|
|||||
Net operating revenues
|
19,179
|
|
|
19,621
|
|
|
18,634
|
|
|
16,603
|
|
|
11,087
|
|
|||||
Equity in earnings of unconsolidated affiliates
|
144
|
|
|
131
|
|
|
99
|
|
|
12
|
|
|
15
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Salaries, wages and benefits
|
9,274
|
|
|
9,328
|
|
|
8,990
|
|
|
8,013
|
|
|
5,354
|
|
|||||
Supplies
|
3,085
|
|
|
3,124
|
|
|
2,963
|
|
|
2,630
|
|
|
1,784
|
|
|||||
Other operating expenses, net
|
4,570
|
|
|
4,891
|
|
|
4,555
|
|
|
4,114
|
|
|
2,701
|
|
|||||
Electronic health record incentives
|
(9
|
)
|
|
(32
|
)
|
|
(72
|
)
|
|
(104
|
)
|
|
(96
|
)
|
|||||
Depreciation and amortization
|
870
|
|
|
850
|
|
|
797
|
|
|
849
|
|
|
545
|
|
|||||
Impairment and restructuring charges, and acquisition-related costs
|
541
|
|
|
202
|
|
|
318
|
|
|
153
|
|
|
103
|
|
|||||
Litigation and investigation costs, net of insurance recoveries
|
23
|
|
|
293
|
|
|
291
|
|
|
25
|
|
|
31
|
|
|||||
Gains on sales, consolidation and deconsolidation of facilities
|
(144
|
)
|
|
(151
|
)
|
|
(186
|
)
|
|
—
|
|
|
—
|
|
|||||
Operating income
|
1,113
|
|
|
1,247
|
|
|
1,077
|
|
|
935
|
|
|
680
|
|
|||||
Interest expense
|
(1,028
|
)
|
|
(979
|
)
|
|
(912
|
)
|
|
(754
|
)
|
|
(474
|
)
|
|||||
Other non-operating expense, net
|
(22
|
)
|
|
(20
|
)
|
|
(20
|
)
|
|
(10
|
)
|
|
(16
|
)
|
|||||
Loss from early extinguishment of debt
|
(164
|
)
|
|
—
|
|
|
(1
|
)
|
|
(24
|
)
|
|
(348
|
)
|
|||||
Income (loss) from continuing operations, before income taxes
|
(101
|
)
|
|
248
|
|
|
144
|
|
|
147
|
|
|
(158
|
)
|
|||||
Income tax benefit (expense)
|
(219
|
)
|
|
(67
|
)
|
|
(68
|
)
|
|
(49
|
)
|
|
65
|
|
|||||
Income (loss) from continuing operations, before discontinued operations
|
(320
|
)
|
|
181
|
|
|
76
|
|
|
98
|
|
|
(93
|
)
|
|||||
Less: Net income attributable to noncontrolling interests from continuing operations
|
384
|
|
|
368
|
|
|
218
|
|
|
64
|
|
|
30
|
|
|||||
Net income (loss) attributable to Tenet Healthcare Corporation common shareholders from continuing operations
|
$
|
(704
|
)
|
|
$
|
(187
|
)
|
|
$
|
(142
|
)
|
|
$
|
34
|
|
|
$
|
(123
|
)
|
Basic earnings (loss) per share attributable to Tenet Healthcare Corporation common shareholders from continuing operations
|
$
|
(7.00
|
)
|
|
$
|
(1.88
|
)
|
|
$
|
(1.43
|
)
|
|
$
|
0.35
|
|
|
$
|
(1.21
|
)
|
Diluted earnings (loss) per share attributable to Tenet Healthcare Corporation common shareholders from continuing operations
|
$
|
(7.00
|
)
|
|
$
|
(1.88
|
)
|
|
$
|
(1.43
|
)
|
|
$
|
0.34
|
|
|
$
|
(1.21
|
)
|
|
December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(In Millions)
|
||||||||||||||||||
Working capital (current assets minus current liabilities)
|
$
|
1,241
|
|
|
$
|
1,223
|
|
|
$
|
863
|
|
|
$
|
393
|
|
|
$
|
599
|
|
Total assets
|
23,385
|
|
|
24,701
|
|
|
23,682
|
|
|
17,951
|
|
|
16,450
|
|
|||||
Long-term debt, net of current portion
|
14,791
|
|
|
15,064
|
|
|
14,383
|
|
|
11,505
|
|
|
10,696
|
|
|||||
Redeemable noncontrolling interests in equity of consolidated subsidiaries
|
1,866
|
|
|
2,393
|
|
|
2,266
|
|
|
401
|
|
|
340
|
|
|||||
Noncontrolling interests
|
686
|
|
|
665
|
|
|
267
|
|
|
134
|
|
|
123
|
|
|||||
Total equity
|
539
|
|
|
1,082
|
|
|
958
|
|
|
785
|
|
|
878
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(In Millions)
|
||||||||||||||||||
Net cash provided by operating activities
|
$
|
1,200
|
|
|
$
|
558
|
|
|
$
|
1,026
|
|
|
$
|
687
|
|
|
$
|
589
|
|
Net cash provided by (used in) investing activities
|
21
|
|
|
(430
|
)
|
|
(1,317
|
)
|
|
(1,322
|
)
|
|
(2,164
|
)
|
|||||
Net cash provided by (used in) financing activities
|
(1,326
|
)
|
|
232
|
|
|
454
|
|
|
715
|
|
|
1,324
|
|
•
|
Management Overview
|
•
|
Sources of Revenue for Our Hospital Operations and Other Segment
|
•
|
Results of Operations
|
•
|
Liquidity and Capital Resources
|
•
|
Off-Balance Sheet Arrangements
|
•
|
Recently Issued Accounting Standards
|
•
|
Critical Accounting Estimates
|
|
|
Continuing Operations
|
|
|||||||
|
|
Three Months Ended December 31,
|
|
|||||||
Selected Operating Statistics
|
|
2017
|
|
2016
|
|
Increase
(Decrease)
|
|
|||
Hospital Operations and other – acute care hospitals and related outpatient facilities
|
|
|
|
|
|
|
|
|||
Number of hospitals (at end of period)
|
|
72
|
|
|
75
|
|
|
(3
|
)
|
(1)
|
Total admissions
|
|
186,185
|
|
|
192,104
|
|
|
(3.1
|
)%
|
|
Adjusted patient admissions
(2)
|
|
332,642
|
|
|
338,929
|
|
|
(1.9
|
)%
|
|
Paying admissions (excludes charity and uninsured)
|
|
176,158
|
|
|
181,617
|
|
|
(3.0
|
)%
|
|
Charity and uninsured admissions
|
|
10,027
|
|
|
10,487
|
|
|
(4.4
|
)%
|
|
Emergency department visits
|
|
711,268
|
|
|
701,100
|
|
|
1.5
|
%
|
|
Total surgeries
|
|
118,896
|
|
|
126,749
|
|
|
(6.2
|
)%
|
|
Patient days — total
|
|
857,728
|
|
|
888,185
|
|
|
(3.4
|
)%
|
|
Adjusted patient days
(2)
|
|
1,505,130
|
|
|
1,543,490
|
|
|
(2.5
|
)%
|
|
Average length of stay (days)
|
|
4.61
|
|
|
4.62
|
|
|
(0.2
|
)%
|
|
Average licensed beds
|
|
19,320
|
|
|
20,326
|
|
|
(4.9
|
)%
|
|
Utilization of licensed beds
(3)
|
|
48.3
|
%
|
|
47.5
|
%
|
|
0.8
|
%
|
(1)
|
Total visits
|
|
1,901,864
|
|
|
1,950,549
|
|
|
(2.5
|
)%
|
|
Paying visits (excludes charity and uninsured)
|
|
1,777,790
|
|
|
1,834,844
|
|
|
(3.1
|
)%
|
|
Charity and uninsured visits
|
|
124,074
|
|
|
115,705
|
|
|
7.2
|
%
|
|
Ambulatory Care
|
|
|
|
|
|
|
|
|||
Total consolidated facilities (at end of period)
|
|
227
|
|
|
215
|
|
|
12
|
|
(1)
|
Total cases
|
|
488,046
|
|
|
445,107
|
|
|
9.6
|
%
|
|
|
|
|
(1)
|
The change is the difference between the 2017 and 2016 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 December 31,
|
|
|||||||||
Revenues
|
|
2017
|
|
2016
|
|
Increase
(Decrease)
|
|
|||||
Net operating revenues before provision for doubtful accounts
|
|
|
|
|
|
|
|
|
||||
Hospital Operations and other prior to inter-segment eliminations
|
|
$
|
4,508
|
|
|
$
|
4,488
|
|
|
0.4
|
%
|
|
Ambulatory Care
|
|
556
|
|
|
487
|
|
|
14.2
|
%
|
|
||
Conifer
|
|
394
|
|
|
402
|
|
|
(2.0
|
)%
|
|
||
Inter-segment eliminations
|
|
(155
|
)
|
|
(163
|
)
|
|
(4.9
|
)%
|
|
||
Total
|
|
$
|
5,303
|
|
|
$
|
5,214
|
|
|
1.7
|
%
|
|
Selected Hospital Operations and other – acute care hospitals and related outpatient facilities revenue data
|
|
|
|
|
|
|
|
|
|
|
||
Net inpatient revenues
|
|
$
|
2,721
|
|
|
$
|
2,606
|
|
|
4.4
|
%
|
|
Net outpatient revenues
|
|
1,450
|
|
|
1,457
|
|
|
(0.5
|
)%
|
|
||
Net patient revenues
|
|
$
|
4,171
|
|
|
$
|
4,063
|
|
|
2.7
|
%
|
|
|
|
|
|
|
|
|
|
|||||
Self-pay net inpatient revenues
|
|
$
|
99
|
|
|
$
|
127
|
|
|
(22.0
|
)%
|
|
Self-pay net outpatient revenues
|
|
146
|
|
|
160
|
|
|
(8.8
|
)%
|
|
||
Total self-pay revenues
|
|
$
|
245
|
|
|
$
|
287
|
|
|
(14.6
|
)%
|
|
|
|
Continuing Operations
|
|
|||||||||
|
|
Three Months Ended December 31,
|
|
|||||||||
Provision for Doubtful Accounts
|
|
2017
|
|
2016
|
|
Increase (Decrease)
|
|
|||||
Provision for doubtful accounts
|
|
|
|
|
|
|
|
|
||||
Hospital Operations and other
|
|
$
|
314
|
|
|
$
|
345
|
|
|
(9.0
|
)%
|
|
Ambulatory Care
|
|
11
|
|
|
9
|
|
|
22.2
|
%
|
|
||
Total
|
|
$
|
325
|
|
|
$
|
354
|
|
|
(8.2
|
)%
|
|
Provision for doubtful accounts as a percentage of net operating revenues before provision for doubtful accounts
|
|
|
|
|
|
|
|
|||||
Hospital Operations and other
|
|
7.0
|
%
|
|
7.7
|
%
|
|
(0.7
|
)%
|
(1)
|
||
Ambulatory Care
|
|
2.0
|
%
|
|
1.8
|
%
|
|
0.2
|
%
|
(1)
|
||
Total
|
|
6.1
|
%
|
|
6.8
|
%
|
|
(0.7
|
)%
|
(1)
|
|
|
|
(1)
|
The change is the difference between the 2017 and 2016 amounts shown.
|
|
|
Continuing Operations
|
|||||||||
|
|
Three Months Ended December 31,
|
|||||||||
Selected Operating Expenses
|
|
2017
|
|
2016
|
|
Increase
(Decrease)
|
|||||
Hospital Operations and other
|
|
|
|
|
|
|
|
|
|
||
Salaries, wages and benefits
|
|
$
|
1,887
|
|
|
$
|
1,917
|
|
|
(1.6
|
)%
|
Supplies
|
|
685
|
|
|
674
|
|
|
1.6
|
%
|
||
Other operating expenses
|
|
930
|
|
|
1,034
|
|
|
(10.1
|
)%
|
||
Total
|
|
$
|
3,502
|
|
|
$
|
3,625
|
|
|
(3.4
|
)%
|
Ambulatory Care
|
|
|
|
|
|
|
|
|
|
||
Salaries, wages and benefits
|
|
$
|
165
|
|
|
$
|
157
|
|
|
5.1
|
%
|
Supplies
|
|
113
|
|
|
99
|
|
|
14.1
|
%
|
||
Other operating expenses
|
|
93
|
|
|
83
|
|
|
12.0
|
%
|
||
Total
|
|
$
|
371
|
|
|
$
|
339
|
|
|
9.4
|
%
|
Conifer
|
|
|
|
|
|
|
|
|
|
||
Salaries, wages and benefits
|
|
$
|
232
|
|
|
$
|
242
|
|
|
(4.1
|
)%
|
Supplies
|
|
2
|
|
|
—
|
|
|
100.0
|
%
|
||
Other operating expenses
|
|
81
|
|
|
88
|
|
|
(8.0
|
)%
|
||
Total
|
|
$
|
315
|
|
|
$
|
330
|
|
|
(4.5
|
)%
|
Total
|
|
|
|
|
|
|
|
|
|
||
Salaries, wages and benefits
|
|
$
|
2,284
|
|
|
$
|
2,316
|
|
|
(1.4
|
)%
|
Supplies
|
|
800
|
|
|
773
|
|
|
3.5
|
%
|
||
Other operating expenses
|
|
1,104
|
|
|
1,205
|
|
|
(8.4
|
)%
|
||
Total
|
|
$
|
4,188
|
|
|
$
|
4,294
|
|
|
(2.5
|
)%
|
Rent/lease expense
(1)
|
|
|
|
|
|
|
|
|
|
||
Hospital Operations and other
|
|
$
|
59
|
|
|
$
|
62
|
|
|
(4.8
|
)%
|
Ambulatory Care
|
|
20
|
|
|
19
|
|
|
5.3
|
%
|
||
Conifer
|
|
5
|
|
|
4
|
|
|
25.0
|
%
|
||
Total
|
|
$
|
84
|
|
|
$
|
85
|
|
|
(1.2
|
)%
|
|
|
|
(1)
|
Included in other operating expenses.
|
|
|
Continuing Operations
|
|||||||||
|
|
Three Months Ended December 31,
|
|||||||||
Selected Operating Expenses per Adjusted Patient Admission
|
|
2017
|
|
2016
|
|
Increase
(Decrease)
|
|||||
Hospital Operations and other
|
|
|
|
|
|
|
|||||
Salaries, wages and benefits per adjusted patient admission
(1)
|
|
$
|
5,662
|
|
|
$
|
5,635
|
|
|
0.5
|
%
|
Supplies per adjusted patient admission
(1)
|
|
2,058
|
|
|
1,983
|
|
|
3.8
|
%
|
||
Other operating expenses per adjusted patient admission
(1)
|
|
2,772
|
|
|
2,646
|
|
|
4.8
|
%
|
||
Total per adjusted patient admission
|
|
$
|
10,492
|
|
|
$
|
10,264
|
|
|
2.2
|
%
|
|
|
|
(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.
|
•
|
Interest payments of
$322 million
;
|
•
|
Capital expenditures of
$215 million
;
|
•
|
Approximately $165 million of additional net cash proceeds related to the California provider fee program;
|
•
|
$80 million
of distributions paid to noncontrolling interests;
|
•
|
Payments for restructuring charges, acquisition-related costs, and litigation costs and settlements of
$37 million
; and
|
•
|
Purchases of businesses or joint venture interests of
$9 million
.
|
•
|
A
decrease
of
$566 million
in payments on reserves for restructuring charges, acquisition-related costs, and litigation costs and settlements; and
|
•
|
The timing of other working capital items.
|
|
|
Years Ended December 31,
|
|||||||
Net Patient Revenues from:
|
|
2017
|
|
2016
|
|
2015
|
|||
Medicare
|
|
20.0
|
%
|
|
20.5
|
%
|
|
20.4
|
%
|
Medicaid
|
|
8.1
|
%
|
|
8.2
|
%
|
|
8.7
|
%
|
Managed care
(1)
|
|
61.7
|
%
|
|
61.5
|
%
|
|
60.6
|
%
|
Indemnity, self-pay and other
|
|
10.2
|
%
|
|
9.8
|
%
|
|
10.3
|
%
|
|
|
|
(1)
|
Includes Medicare and Medicaid managed care programs.
|
|
|
Years Ended December 31,
|
|||||||
Admissions from:
|
|
2017
|
|
2016
|
|
2015
|
|||
Medicare
|
|
26.0
|
%
|
|
26.1
|
%
|
|
26.7
|
%
|
Medicaid
|
|
6.5
|
%
|
|
7.0
|
%
|
|
8.0
|
%
|
Managed care
(1)
|
|
59.6
|
%
|
|
59.2
|
%
|
|
57.5
|
%
|
Indemnity, self-pay and other
|
|
7.9
|
%
|
|
7.7
|
%
|
|
7.8
|
%
|
|
|
|
(1)
|
Includes Medicare and Medicaid managed care programs.
|
•
|
negative adjustments to the annual market basket updates for the Medicare hospital inpatient and outpatient prospective payment systems, which began in 2010, as well as additional negative “productivity adjustments” to the annual market basket updates, which began in 2011; and
|
•
|
reductions to Medicare and Medicaid disproportionate share hospital (“DSH”) payments, which began for Medicare payments in FFY 2014 and began for Medicaid payments in FFY 2018.
|
|
|
Years Ended December 31,
|
||||||||||
Revenue Descriptions
|
|
2017
|
|
2016
|
|
2015
|
||||||
Medicare severity-adjusted diagnosis-related group — operating
|
|
$
|
1,659
|
|
|
$
|
1,705
|
|
|
$
|
1,744
|
|
Medicare severity-adjusted diagnosis-related group — capital
|
|
162
|
|
|
157
|
|
|
161
|
|
|||
Outliers
|
|
89
|
|
|
77
|
|
|
61
|
|
|||
Outpatient
|
|
908
|
|
|
927
|
|
|
953
|
|
|||
Disproportionate share
|
|
265
|
|
|
293
|
|
|
337
|
|
|||
Direct Graduate and Indirect Medical Education
(1)
|
|
260
|
|
|
249
|
|
|
256
|
|
|||
Other
(2)
|
|
7
|
|
|
63
|
|
|
5
|
|
|||
Adjustments for prior-year cost reports and related valuation allowances
|
|
39
|
|
|
55
|
|
|
62
|
|
|||
Total Medicare net patient revenues
|
|
$
|
3,389
|
|
|
$
|
3,526
|
|
|
$
|
3,579
|
|
|
|
|
(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, other revenue adjustments, and adjustments related to the estimates for current-year cost reports and related valuation allowances.
|
•
|
Value Based Purchasing (“VBP”) – Under the VPB program, IPPS operating payments to hospitals are reduced by 2% to fund value-based incentive payments to eligible hospitals based on their overall performance on a set of quality measures;
|
•
|
Hospital Readmission Reduction Program (“HRRP”) – Under the HRRP program, IPPS operating payments to hospitals with excess readmissions are reduced up to a maximum of 3% of base MS-DRG payments; and
|
•
|
Hospital-Acquired Conditions (“HAC”) Reduction Program (“HACRP”) – Under the HACRP, overall inpatient payments are reduced by 1% for hospitals in the worst performing quartile of risk-adjusted quality measures for reasonable preventable HACs.
|
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||
Hospital Location
|
|
Medicaid
|
|
Managed
Medicaid
|
|
Medicaid
|
|
Managed
Medicaid
|
|
Medicaid
|
|
Managed
Medicaid
|
||||||||||||
Alabama
|
|
$
|
101
|
|
|
$
|
—
|
|
|
$
|
79
|
|
|
$
|
—
|
|
|
$
|
33
|
|
|
$
|
—
|
|
Arizona
|
|
(11
|
)
|
|
197
|
|
|
(3
|
)
|
|
214
|
|
|
(20
|
)
|
|
205
|
|
||||||
California
|
|
437
|
|
|
431
|
|
|
401
|
|
|
423
|
|
|
343
|
|
|
404
|
|
||||||
Florida
|
|
64
|
|
|
170
|
|
|
94
|
|
|
169
|
|
|
96
|
|
|
165
|
|
||||||
Georgia
|
|
(1
|
)
|
|
(2
|
)
|
|
11
|
|
|
8
|
|
|
71
|
|
|
40
|
|
||||||
Illinois
|
|
73
|
|
|
75
|
|
|
37
|
|
|
74
|
|
|
89
|
|
|
54
|
|
||||||
Massachusetts
|
|
36
|
|
|
52
|
|
|
39
|
|
|
56
|
|
|
38
|
|
|
55
|
|
||||||
Michigan
|
|
366
|
|
|
361
|
|
|
351
|
|
|
323
|
|
|
367
|
|
|
314
|
|
||||||
Missouri
|
|
2
|
|
|
1
|
|
|
2
|
|
|
—
|
|
|
50
|
|
|
14
|
|
||||||
North Carolina
|
|
(1
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
29
|
|
|
6
|
|
||||||
Pennsylvania
|
|
76
|
|
|
239
|
|
|
80
|
|
|
231
|
|
|
67
|
|
|
240
|
|
||||||
South Carolina
|
|
13
|
|
|
37
|
|
|
18
|
|
|
38
|
|
|
17
|
|
|
37
|
|
||||||
Tennessee
|
|
4
|
|
|
33
|
|
|
5
|
|
|
34
|
|
|
6
|
|
|
34
|
|
||||||
Texas
|
|
166
|
|
|
215
|
|
|
229
|
|
|
248
|
|
|
263
|
|
|
249
|
|
||||||
|
|
$
|
1,325
|
|
|
$
|
1,809
|
|
|
$
|
1,341
|
|
|
$
|
1,818
|
|
|
$
|
1,449
|
|
|
$
|
1,817
|
|
•
|
A market basket increase of 2.7% for 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 2.7% market basket increase that resulted in a net operating payment update of 1.21% (before budget neutrality adjustments), including:
|
•
|
Market basket index and multifactor productivity reductions required by the ACA of 0.75% and 0.6%, respectively;
|
•
|
A 0.4588% increase required under the 21st Century Cures Act; and
|
•
|
A reduction of 0.6% to reverse the one-time increase of 0.6% made in FFY 2017 to address the effects of the 0.2% reduction in effect for FFYs 2014 through 2016 related to the two-midnight rule.
|
•
|
Updates to the three factors used to determine the amount and distribution of Medicare UC-DSH Amounts, including a transition from using low-income days to estimated uncompensated care costs for the distribution of UC-DSH Amounts;
|
•
|
A 1.60% net increase in the capital federal MS-DRG rate; and
|
•
|
An increase in the cost outlier threshold from $23,573 to $26,537.
|
•
|
An increase of approximately 4.85% in the OPPS conversion factor (i.e., the base rate that is adjusted for geographic wage differences and multiplied by the Ambulatory Payment Classification (“APC”) relative weight to determine individual APC payments) comprised of: (i) an increase of 1.35% based on a market basket increase of 2.7% reduced by market basket index and multifactor productivity reductions required by the ACA of 0.75% and 0.6%, respectively; (ii) wage index budget neutrality, pass-through and outlier spending adjustments; and (iii) an increase of 3.19% resulting from a budget-neutral redistribution of approximately $1.6 billion related to payments for separately payable drugs purchased under the 340B program from average sale price (“ASP”) plus 6% to ASP minus 22.5%; the 340B program allows certain hospitals (i.e., only nonprofit organizations with specific federal designations and/or funding) to purchase separately payable drugs at discounted rates from drug manufacturers;
|
•
|
The removal of total knee arthroplasty (“TKA”) from the CMS list of procedures that can be performed only on an inpatient basis (the “Inpatient Only List”), which permits TKAs to be performed in a hospital outpatient department; CMS did not add TKA to the ASC list of covered surgical procedures; and
|
•
|
A 1.2% update to the ASC payment rates.
|
•
|
The Merit-Based Incentive Payment System (“MIPS”) – MIPS participating providers will be eligible for a payment adjustment of plus or minus 4% in the first payment adjustment year (2019 based on 2017 performance) with the payment adjustment increasing each year until it reaches plus or minus 9% in 2022 and beyond; or
|
•
|
The Advanced Alternative Payment Model (“APM”) – Providers that choose to participate in an Advanced APM (defined as certain CMS Innovation Center models and Shared Savings Program tracks that require participants to use certified EHR technology, base payments for services on quality measures comparable to those in MIPS, and require participants to bear more than nominal financial risk for losses) will be exempt from MIPS and from 2019-2024 will be eligible for a 5% upward adjustment to their Medicare payments.
|
•
|
States may not create new pass-through payment programs;
|
•
|
Pass-through payments that will be permitted through the phase down period will be limited to the rates that states had submitted to CMS as of July 5, 2016; and
|
•
|
Although the change in CMS’ policy results in a reduction of the pass-through payments over a 10-year period, states may instead implement new “Permissible Directed Payments” in Medicaid managed care programs, which could include uniform dollar or percentage increases in rates, minimum or maximum fee schedules.
|
•
|
Four additional years of CHIP funding through FFY 2027, as described above;
|
•
|
Modifications to the MIPS under the MACRA;
|
•
|
A reduction to the MPFS conversion factor for CY 2019 from 0.5% to 0.25%; and
|
•
|
Modifications to the ACA Medicaid DSH payment reductions as follows:
|
•
|
elimination of the FFY 2018 and 2019 Medicaid DSH payment reductions;
|
•
|
retention of the $4 billion payment reduction in FFY 2020; and
|
•
|
an increase to the payment reductions in FFYs 2021 through 2025 to $8 billion.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Estimated costs for:
|
|
|
|
|
|
|
|
|
|
|||
Self-pay patients
|
|
$
|
648
|
|
|
$
|
609
|
|
|
$
|
598
|
|
Charity care patients
|
|
121
|
|
|
138
|
|
|
184
|
|
|||
Total
|
|
$
|
769
|
|
|
$
|
747
|
|
|
$
|
782
|
|
Medicaid DSH and other supplemental revenues
|
|
$
|
864
|
|
|
$
|
906
|
|
|
$
|
888
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
Increase
(Decrease)
|
||||||
Net operating revenues:
|
|
|
|
|
|
|
|
|
|||
General hospitals
|
$
|
16,242
|
|
|
$
|
16,488
|
|
|
$
|
(246
|
)
|
Other operations
|
4,371
|
|
|
4,582
|
|
|
(211
|
)
|
|||
Net operating revenues before provision for doubtful accounts
|
20,613
|
|
|
21,070
|
|
|
(457
|
)
|
|||
Less provision for doubtful accounts
|
1,434
|
|
|
1,449
|
|
|
(15
|
)
|
|||
Net operating revenues
|
19,179
|
|
|
19,621
|
|
|
(442
|
)
|
|||
Equity in earnings of unconsolidated affiliates
|
144
|
|
|
131
|
|
|
13
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|||
Salaries, wages and benefits
|
9,274
|
|
|
9,328
|
|
|
(54
|
)
|
|||
Supplies
|
3,085
|
|
|
3,124
|
|
|
(39
|
)
|
|||
Other operating expenses, net
|
4,570
|
|
|
4,891
|
|
|
(321
|
)
|
|||
Electronic health record incentives
|
(9
|
)
|
|
(32
|
)
|
|
23
|
|
|||
Depreciation and amortization
|
870
|
|
|
850
|
|
|
20
|
|
|||
Impairment and restructuring charges, and acquisition-related costs
|
541
|
|
|
202
|
|
|
339
|
|
|||
Litigation and investigation costs
|
23
|
|
|
293
|
|
|
(270
|
)
|
|||
Gains on sales, consolidation and deconsolidation of facilities
|
(144
|
)
|
|
(151
|
)
|
|
7
|
|
|||
Operating income
|
$
|
1,113
|
|
|
$
|
1,247
|
|
|
$
|
(134
|
)
|
|
Years Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
Increase
(Decrease)
|
|||
Net operating revenues
|
100.0
|
%
|
|
100.0
|
%
|
|
—
|
%
|
Equity in earnings of unconsolidated affiliates
|
0.8
|
%
|
|
0.7
|
%
|
|
0.1
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|
|
Salaries, wages and benefits
|
48.4
|
%
|
|
47.5
|
%
|
|
0.9
|
%
|
Supplies
|
16.1
|
%
|
|
15.9
|
%
|
|
0.2
|
%
|
Other operating expenses, net
|
23.8
|
%
|
|
25.0
|
%
|
|
(1.2
|
)%
|
Electronic health record incentives
|
—
|
%
|
|
(0.2
|
)%
|
|
0.2
|
%
|
Depreciation and amortization
|
4.5
|
%
|
|
4.3
|
%
|
|
0.2
|
%
|
Impairment and restructuring charges, and acquisition-related costs
|
2.8
|
%
|
|
1.1
|
%
|
|
1.7
|
%
|
Litigation and investigation costs
|
0.1
|
%
|
|
1.5
|
%
|
|
(1.4
|
)%
|
Gains on sales, consolidation and deconsolidation of facilities
|
(0.7
|
)%
|
|
(0.8
|
)%
|
|
0.1
|
%
|
Operating income
|
5.8
|
%
|
|
6.4
|
%
|
|
(0.6
|
)%
|
|
|
Years Ended December 31,
|
|||||||||
Selected Operating Expenses
|
|
2017
|
|
2016
|
|
Increase
(Decrease)
|
|||||
Hospital Operations and other — Same-Hospital
|
|
|
|
|
|
|
|
|
|
||
Salaries, wages and benefits
|
|
$
|
7,490
|
|
|
$
|
7,423
|
|
|
0.9
|
%
|
Supplies
|
|
2,628
|
|
|
2,659
|
|
|
(1.2
|
)%
|
||
Other operating expenses
|
|
3,682
|
|
|
3,936
|
|
|
(6.5
|
)%
|
||
Total
|
|
$
|
13,800
|
|
|
$
|
14,018
|
|
|
(1.6
|
)%
|
Ambulatory Care
|
|
|
|
|
|
|
|
|
|
||
Salaries, wages and benefits
|
|
$
|
623
|
|
|
$
|
594
|
|
|
4.9
|
%
|
Supplies
|
|
398
|
|
|
365
|
|
|
9.0
|
%
|
||
Other operating expenses
|
|
360
|
|
|
346
|
|
|
4.0
|
%
|
||
Total
|
|
$
|
1,381
|
|
|
$
|
1,305
|
|
|
5.8
|
%
|
Conifer
|
|
|
|
|
|
|
|
|
|
||
Salaries, wages and benefits
|
|
$
|
962
|
|
|
$
|
959
|
|
|
0.3
|
%
|
Supplies
|
|
5
|
|
|
—
|
|
|
100.0
|
%
|
||
Other operating expenses
|
|
347
|
|
|
335
|
|
|
3.6
|
%
|
||
Total
|
|
$
|
1,314
|
|
|
$
|
1,294
|
|
|
1.5
|
%
|
Total
|
|
|
|
|
|
|
|
|
|
||
Salaries, wages and benefits
|
|
$
|
9,075
|
|
|
$
|
8,976
|
|
|
1.1
|
%
|
Supplies
|
|
3,031
|
|
|
3,024
|
|
|
0.2
|
%
|
||
Other operating expenses
|
|
4,389
|
|
|
4,617
|
|
|
(4.9
|
)%
|
||
Total
|
|
$
|
16,495
|
|
|
$
|
16,617
|
|
|
(0.7
|
)%
|
Rent/lease expense
(1)
|
|
|
|
|
|
|
|
|
|
||
Hospital Operations and other
|
|
$
|
226
|
|
|
$
|
223
|
|
|
1.3
|
%
|
Ambulatory Care
|
|
77
|
|
|
74
|
|
|
4.1
|
%
|
||
Conifer
|
|
19
|
|
|
18
|
|
|
5.6
|
%
|
||
Total
|
|
$
|
322
|
|
|
$
|
315
|
|
|
2.2
|
%
|
|
|
|
(1)
|
Included in other operating expenses.
|
•
|
Hospital Operations and other, which
is comprised of our acute care hospitals, ancillary outpatient facilities, urgent care centers, microhospitals and physician practices. As described in Note 4
to the accompanying Consolidated Financial Statements
, certain of our facilities are classified as held for sale
at
December 31, 2017
.
|
•
|
Ambulatory Care, which is comprised of our USPI joint venture’s ambulatory surgery centers, urgent care centers, imaging centers and surgical hospitals, as well as Aspen’s hospitals and clinics, which are classified as held for sale at
December 31, 2017
as described in Note 4 to the accompanying Consolidated Financial Statements.
|
•
|
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
|
||||||||
|
|
Years Ended December 31,
|
||||||||
Admissions, Patient Days and Surgeries
|
|
2017
|
|
2016
|
|
Increase
(Decrease)
|
||||
Number of hospitals (at end of period)
|
|
72
|
|
|
72
|
|
|
—
|
|
(1)
|
Total admissions
|
|
738,528
|
|
|
753,673
|
|
|
(2.0
|
)%
|
|
Adjusted patient admissions
(2)
|
|
1,294,913
|
|
|
1,310,962
|
|
|
(1.2
|
)%
|
|
Paying admissions (excludes charity and uninsured)
|
|
699,613
|
|
|
715,198
|
|
|
(2.2
|
)%
|
|
Charity and uninsured admissions
|
|
38,915
|
|
|
38,475
|
|
|
1.1
|
%
|
|
Admissions through emergency department
|
|
480,180
|
|
|
476,068
|
|
|
0.9
|
%
|
|
Paying admissions as a percentage of total admissions
|
|
94.7
|
%
|
|
94.9
|
%
|
|
(0.2
|
)%
|
(1)
|
Charity and uninsured admissions as a percentage of total admissions
|
|
5.3
|
%
|
|
5.1
|
%
|
|
0.2
|
%
|
(1)
|
Emergency department admissions as a percentage of total admissions
|
|
65.0
|
%
|
|
63.2
|
%
|
|
1.8
|
%
|
(1)
|
Surgeries — inpatient
|
|
199,871
|
|
|
207,609
|
|
|
(3.7
|
)%
|
|
Surgeries — outpatient
|
|
271,228
|
|
|
286,761
|
|
|
(5.4
|
)%
|
|
Total surgeries
|
|
471,099
|
|
|
494,370
|
|
|
(4.7
|
)%
|
|
Patient days — total
|
|
3,423,934
|
|
|
3,515,087
|
|
|
(2.6
|
)%
|
|
Adjusted patient days
(2)
|
|
5,964,002
|
|
|
6,080,456
|
|
|
(1.9
|
)%
|
|
Average length of stay (days)
|
|
4.64
|
|
|
4.66
|
|
|
(0.4
|
)%
|
|
Licensed beds (at end of period)
|
|
19,035
|
|
|
19,306
|
|
|
(1.4
|
)%
|
|
Average licensed beds
|
|
19,277
|
|
|
19,315
|
|
|
(0.2
|
)%
|
|
Utilization of licensed beds
(3)
|
|
48.7
|
%
|
|
49.9
|
%
|
|
(1.2
|
)%
|
(1)
|
|
|
|
(1)
|
The change is the difference between 2017 and 2016 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
|
||||||||
|
|
Years Ended December 31,
|
||||||||
Outpatient Visits
|
|
2017
|
|
2016
|
|
Increase
(Decrease)
|
|
|||
Total visits
|
|
7,495,754
|
|
|
7,697,302
|
|
|
(2.6
|
)%
|
|
Paying visits (excludes charity and uninsured)
|
|
7,028,688
|
|
|
7,200,453
|
|
|
(2.4
|
)%
|
|
Charity and uninsured visits
|
|
467,066
|
|
|
496,849
|
|
|
(6.0
|
)%
|
|
Emergency department visits
|
|
2,664,448
|
|
|
2,689,519
|
|
|
(0.9
|
)%
|
|
Surgery visits
|
|
271,228
|
|
|
286,761
|
|
|
(5.4
|
)%
|
|
Paying visits as a percentage of total visits
|
|
93.8
|
%
|
|
93.5
|
%
|
|
0.3
|
%
|
(1)
|
Charity and uninsured visits as a percentage of total visits
|
|
6.2
|
%
|
|
6.5
|
%
|
|
(0.3
|
)%
|
(1)
|
|
|
|
(1)
|
The change is the difference between the 2017 and 2016 amounts shown.
|
|
|
Same-Hospital
Continuing Operations
|
|||||||||
|
|
Years Ended December 31,
|
|||||||||
Revenues
|
|
2017
|
|
2016
|
|
Increase
(Decrease)
|
|||||
Total segment net operating revenues
|
|
$
|
15,191
|
|
|
$
|
15,472
|
|
|
(1.8
|
)%
|
Selected acute care hospitals and related outpatient facilities revenue data
|
|
|
|
|
|
|
|||||
Net inpatient revenues
|
|
$
|
10,037
|
|
|
$
|
10,089
|
|
|
(0.5
|
)%
|
Net outpatient revenues
|
|
5,626
|
|
|
5,452
|
|
|
3.2
|
%
|
||
Net patient revenues
|
|
$
|
15,663
|
|
|
$
|
15,541
|
|
|
0.8
|
%
|
|
|
|
|
|
|
|
|||||
Self-pay net inpatient revenues
|
|
$
|
395
|
|
|
$
|
370
|
|
|
6.8
|
%
|
Self-pay net outpatient revenues
|
|
564
|
|
|
511
|
|
|
10.4
|
%
|
||
Total self-pay revenues
|
|
$
|
959
|
|
|
$
|
881
|
|
|
8.9
|
%
|
|
|
Same-Hospital
Continuing Operations
|
|||||||||
|
|
Years Ended December 31,
|
|||||||||
Revenues on a Per Admission, Per Patient Day and Per Visit Basis
|
|
2017
|
|
2016
|
|
Increase
(Decrease)
|
|||||
Net inpatient revenue per admission
|
|
$
|
13,591
|
|
|
$
|
13,386
|
|
|
1.5
|
%
|
Net inpatient revenue per patient day
|
|
$
|
2,931
|
|
|
$
|
2,870
|
|
|
2.1
|
%
|
Net outpatient revenue per visit
|
|
$
|
751
|
|
|
$
|
708
|
|
|
6.1
|
%
|
Net patient revenue per adjusted patient admission
(1)
|
|
$
|
12,096
|
|
|
$
|
11,855
|
|
|
2.0
|
%
|
Net patient revenue per adjusted patient day
(1)
|
|
$
|
2,626
|
|
|
$
|
2,556
|
|
|
2.7
|
%
|
|
|
|
(1)
|
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
|
||||||||||
|
|
Years Ended December 31,
|
||||||||||
Total Segment Provision for Doubtful Accounts
|
|
2017
|
|
2016
|
|
Increase
(Decrease)
|
|
|||||
Provision for doubtful accounts
|
|
$
|
1,300
|
|
|
$
|
1,220
|
|
|
6.6
|
%
|
|
Provision for doubtful accounts as a percentage of net operating revenues before provision for doubtful accounts
|
|
7.9
|
%
|
|
7.3
|
%
|
|
0.6
|
%
|
(1)
|
|
|
|
(1)
|
The change is the difference between the 2017 and 2016 amounts shown.
|
|
|
Same-Hospital
Continuing Operations
|
|
|||||||
|
|
Years Ended December 31,
|
|
|||||||
Total Segment Selected Operating Expenses
|
|
2017
|
|
2016
|
|
Increase
(Decrease)
|
|
|||
Salaries, wages and benefits as a percentage of net operating revenues
|
|
49.3
|
%
|
|
48.0
|
%
|
|
1.3
|
%
|
(1)
|
Supplies as a percentage of net operating revenues
|
|
17.3
|
%
|
|
17.2
|
%
|
|
0.1
|
%
|
(1)
|
Other operating expenses as a percentage of net operating revenues
|
|
24.2
|
%
|
|
25.4
|
%
|
|
(1.2
|
)%
|
(1)
|
|
|
|
(1)
|
The change is the difference between the 2017 and 2016 amounts shown.
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
Accounts Receivable Before Allowance for Doubtful Accounts
|
|
Allowance for Doubtful Accounts
|
|
Net
|
|
Accounts Receivable Before Allowance for Doubtful Accounts
|
|
Allowance for Doubtful Accounts
|
|
Net
|
||||||||||||
Medicare
|
$
|
257
|
|
|
$
|
—
|
|
|
$
|
257
|
|
|
$
|
294
|
|
|
$
|
—
|
|
|
$
|
294
|
|
Medicaid
|
95
|
|
|
—
|
|
|
95
|
|
|
125
|
|
|
—
|
|
|
125
|
|
||||||
Net cost report settlements receivable (payable) and valuation allowances
|
4
|
|
|
—
|
|
|
4
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
||||||
Managed care
|
1,709
|
|
|
204
|
|
|
1,505
|
|
|
1,911
|
|
|
190
|
|
|
1,721
|
|
||||||
Self-pay uninsured
|
407
|
|
|
351
|
|
|
56
|
|
|
479
|
|
|
412
|
|
|
67
|
|
||||||
Self-pay balance after insurance
|
240
|
|
|
149
|
|
|
91
|
|
|
226
|
|
|
147
|
|
|
79
|
|
||||||
Estimated future recoveries
|
132
|
|
|
—
|
|
|
132
|
|
|
141
|
|
|
—
|
|
|
141
|
|
||||||
Other payers
|
453
|
|
|
151
|
|
|
302
|
|
|
537
|
|
|
239
|
|
|
298
|
|
||||||
Total Hospital Operations and other
|
3,297
|
|
|
855
|
|
|
2,442
|
|
|
3,699
|
|
|
988
|
|
|
2,711
|
|
||||||
Ambulatory Care
|
215
|
|
|
43
|
|
|
172
|
|
|
227
|
|
|
43
|
|
|
184
|
|
||||||
Total discontinued operations
|
2
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||
|
$
|
3,514
|
|
|
$
|
898
|
|
|
$
|
2,616
|
|
|
$
|
3,928
|
|
|
$
|
1,031
|
|
|
$
|
2,897
|
|
|
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
|
%
|
|
December 31, 2016
|
|||||||||||||
|
Medicare
|
|
Medicaid
|
|
Managed
Care
|
|
Indemnity,
Self-Pay
and Other
|
|
Total
|
|||||
0-60 days
|
92
|
%
|
|
75
|
%
|
|
61
|
%
|
|
24
|
%
|
|
60
|
%
|
61-120 days
|
5
|
%
|
|
15
|
%
|
|
15
|
%
|
|
14
|
%
|
|
13
|
%
|
121-180 days
|
2
|
%
|
|
4
|
%
|
|
8
|
%
|
|
10
|
%
|
|
6
|
%
|
Over 180 days
|
1
|
%
|
|
6
|
%
|
|
16
|
%
|
|
52
|
%
|
|
21
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
2017
|
|
2016
|
||||
0-60 days
|
$
|
81
|
|
|
$
|
84
|
|
61-120 days
|
12
|
|
|
13
|
|
||
121-180 days
|
3
|
|
|
4
|
|
||
Over 180 days
|
4
|
|
|
4
|
|
||
Total
|
$
|
100
|
|
|
$
|
105
|
|
•
|
decreased
expenses associated with our health plan businesses of
$362 million
due to the sale and wind-down of those businesses in 2017, which decreases were offset by decreased health plan revenues; and
|
•
|
increased
gains on sales of fixed assets of
$24 million
primarily due to the sale of our home health and hospice assets, partially offset by
|
•
|
increased
costs associated with funding indigent care services by hospitals we operated throughout both periods of
$12 million
, which costs were substantially offset by additional net patient revenues;
|
•
|
increased
medical fees of
$54 million
; and
|
•
|
increased
malpractice expense of
$28 million
.
|
•
|
management services revenues, computed as a percentage of each facility’s net revenues (often net of bad debt expense); 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 our USPI joint venture.
|
•
|
equity in earnings of unconsolidated affiliates
—our share of the net income of each facility, which is based on the facility’s net income and the percentage of the facility’s outstanding equity interests owned by our USPI joint venture; and
|
•
|
management and administrative services revenues, which is included in our net operating revenues
—income we earn in exchange for managing the day-to-day operations of each facility, usually quantified as a percentage of each facility’s net revenues less bad debt expense.
|
|
|
Years Ended December 31,
|
||||||
Ambulatory Care Results of Operations
|
|
2017
|
|
2016
|
||||
Net operating revenues
|
|
$
|
1,940
|
|
|
$
|
1,797
|
|
Equity in earnings of unconsolidated affiliates
|
|
$
|
140
|
|
|
$
|
122
|
|
Salaries, wages and benefits
|
|
$
|
623
|
|
|
$
|
594
|
|
Supplies
|
|
$
|
398
|
|
|
$
|
365
|
|
Other operating expenses, net
|
|
$
|
360
|
|
|
$
|
346
|
|
Ambulatory Care Facility Growth
|
|
Year Ended December 31, 2017
|
Net revenues
|
|
4.6%
|
Cases
|
|
0.6%
|
Net revenue per case
|
|
3.9%
|
Ambulatory Care Facilities
|
|
Year Ended December 31, 2017
|
|
Facilities:
|
|
|
|
With a healthcare system partner
|
|
193
|
|
Without a healthcare system partner
|
|
140
|
|
Total facilities operated
|
|
333
|
|
Change from December 31, 2016
|
|
|
|
Acquisitions
|
|
9
|
|
De novo
|
|
3
|
|
Dispositions/Mergers
|
|
(2
|
)
|
Total increase in number of facilities operated
|
|
10
|
|
|
Years Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
Tax expense (benefit) at statutory federal rate of 35%
|
$
|
(35
|
)
|
|
$
|
87
|
|
State income taxes, net of federal income tax benefit
|
4
|
|
|
16
|
|
||
Expired state net operating losses, net of federal income tax benefit
|
28
|
|
|
35
|
|
||
Tax attributable to noncontrolling interests
|
(113
|
)
|
|
(106
|
)
|
||
Nondeductible goodwill
|
109
|
|
|
29
|
|
||
Nontaxable gains
|
—
|
|
|
(11
|
)
|
||
Nondeductible litigation costs
|
—
|
|
|
37
|
|
||
Nondeductible acquisition costs
|
1
|
|
|
1
|
|
||
Nondeductible health insurance provider fee
|
—
|
|
|
2
|
|
||
Impact of decrease in federal tax rate on deferred taxes
|
246
|
|
|
—
|
|
||
Reversal of permanent reinvestment assumption for foreign subsidiary
|
(30
|
)
|
|
—
|
|
||
Stock based compensation tax deficiencies
|
15
|
|
|
—
|
|
||
Changes in valuation allowance (including impact of decrease in federal tax rate)
|
—
|
|
|
(25
|
)
|
||
Change in tax contingency reserves, including interest
|
(6
|
)
|
|
(9
|
)
|
||
Prior-year provision to return adjustments and other changes in deferred taxes
|
4
|
|
|
12
|
|
||
Other items
|
(4
|
)
|
|
(1
|
)
|
||
|
$
|
219
|
|
|
$
|
67
|
|
|
|
Years Ended December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Net loss attributable to Tenet Healthcare Corporation common shareholders
|
|
$
|
(704
|
)
|
|
$
|
(192
|
)
|
Less: Net income attributable to noncontrolling interests
|
|
(384
|
)
|
|
(368
|
)
|
||
Income (loss) from discontinued operations, net of tax
|
|
—
|
|
|
(5
|
)
|
||
Income (loss) from continuing operations
|
|
(320
|
)
|
|
181
|
|
||
Income tax expense
|
|
(219
|
)
|
|
(67
|
)
|
||
Loss from early extinguishment of debt
|
|
(164
|
)
|
|
—
|
|
||
Other non-operating expense, net
|
|
(22
|
)
|
|
(20
|
)
|
||
Interest expense
|
|
(1,028
|
)
|
|
(979
|
)
|
||
Operating income
|
|
1,113
|
|
|
1,247
|
|
||
Litigation and investigation costs
|
|
(23
|
)
|
|
(293
|
)
|
||
Gains on sales, consolidation and deconsolidation of facilities
|
|
144
|
|
|
151
|
|
||
Impairment and restructuring charges, and acquisition-related costs
|
|
(541
|
)
|
|
(202
|
)
|
||
Depreciation and amortization
|
|
(870
|
)
|
|
(850
|
)
|
||
Loss from divested and closed businesses (i.e., the Company
’
s health plan businesses)
|
|
(41
|
)
|
|
(37
|
)
|
||
Adjusted EBITDA
|
|
$
|
2,444
|
|
|
$
|
2,478
|
|
|
|
|
|
|
||||
Net operating revenues
|
|
$
|
19,179
|
|
|
$
|
19,621
|
|
Less: Net operating revenues from health plans
|
|
110
|
|
|
482
|
|
||
Adjusted net operating revenues
|
|
$
|
19,069
|
|
|
$
|
19,139
|
|
|
|
|
|
|
||||
Net loss attributable to Tenet Healthcare Corporation common shareholders as a % of operating revenues
|
|
(3.7
|
)%
|
|
(1.0
|
)%
|
||
|
|
|
|
|
||||
Adjusted EBITDA as % of adjusted net operating revenues (Adjusted EBITDA margin)
|
|
12.8
|
%
|
|
12.9
|
%
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
Increase
(Decrease)
|
||||||
Net operating revenues:
|
|
|
|
|
|
|
|
|
|||
General hospitals
|
$
|
16,488
|
|
|
$
|
16,741
|
|
|
$
|
(253
|
)
|
Other operations
|
4,582
|
|
|
3,370
|
|
|
1,212
|
|
|||
Net operating revenues before provision for doubtful accounts
|
21,070
|
|
|
20,111
|
|
|
959
|
|
|||
Less provision for doubtful accounts
|
1,449
|
|
|
1,477
|
|
|
(28
|
)
|
|||
Net operating revenues
|
19,621
|
|
|
18,634
|
|
|
987
|
|
|||
Equity in earnings of unconsolidated affiliates
|
131
|
|
|
99
|
|
|
32
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|||
Salaries, wages and benefits
|
9,328
|
|
|
8,990
|
|
|
338
|
|
|||
Supplies
|
3,124
|
|
|
2,963
|
|
|
161
|
|
|||
Other operating expenses, net
|
4,891
|
|
|
4,555
|
|
|
336
|
|
|||
Electronic health record incentives
|
(32
|
)
|
|
(72
|
)
|
|
40
|
|
|||
Depreciation and amortization
|
850
|
|
|
797
|
|
|
53
|
|
|||
Impairment and restructuring charges, and acquisition-related costs
|
202
|
|
|
318
|
|
|
(116
|
)
|
|||
Litigation and investigation costs
|
293
|
|
|
291
|
|
|
2
|
|
|||
Gains on sales, consolidation and deconsolidation of facilities
|
(151
|
)
|
|
(186
|
)
|
|
35
|
|
|||
Operating income
|
$
|
1,247
|
|
|
$
|
1,077
|
|
|
$
|
170
|
|
|
Years Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
Increase
(Decrease)
|
|||
Net operating revenues
|
100.0
|
%
|
|
100.0
|
%
|
|
—
|
%
|
Equity in earnings of unconsolidated affiliates
|
0.7
|
%
|
|
0.5
|
%
|
|
0.2
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|
|
Salaries, wages and benefits
|
47.5
|
%
|
|
48.2
|
%
|
|
(0.7
|
)%
|
Supplies
|
15.9
|
%
|
|
15.9
|
%
|
|
—
|
%
|
Other operating expenses, net
|
25.0
|
%
|
|
24.4
|
%
|
|
0.6
|
%
|
Electronic health record incentives
|
(0.2
|
)%
|
|
(0.4
|
)%
|
|
0.2
|
%
|
Depreciation and amortization
|
4.3
|
%
|
|
4.3
|
%
|
|
—
|
%
|
Impairment and restructuring charges, and acquisition-related costs
|
1.1
|
%
|
|
1.7
|
%
|
|
(0.6
|
)%
|
Litigation and investigation costs
|
1.5
|
%
|
|
1.5
|
%
|
|
—
|
%
|
Gains on sales, consolidation and deconsolidation of facilities
|
(0.8
|
)%
|
|
(1.0
|
)%
|
|
0.2
|
%
|
Operating income
|
6.4
|
%
|
|
5.9
|
%
|
|
0.5
|
%
|
|
|
Years Ended December 31,
|
|||||||||
Selected Operating Expenses
|
|
2016
|
|
2015
|
|
Increase
(Decrease)
|
|||||
Hospital Operations and other — Same-Hospital
|
|
|
|
|
|
|
|
|
|
||
Salaries, wages and benefits
|
|
$
|
7,093
|
|
|
$
|
6,944
|
|
|
2.1
|
%
|
Supplies
|
|
2,484
|
|
|
2,408
|
|
|
3.2
|
%
|
||
Other operating expenses
|
|
3,829
|
|
|
3,466
|
|
|
10.5
|
%
|
||
Total
|
|
$
|
13,406
|
|
|
$
|
12,818
|
|
|
4.6
|
%
|
Ambulatory Care
|
|
|
|
|
|
|
|
|
|
||
Salaries, wages and benefits
|
|
$
|
594
|
|
|
$
|
301
|
|
|
97.3
|
%
|
Supplies
|
|
365
|
|
|
188
|
|
|
94.1
|
%
|
||
Other operating expenses
|
|
346
|
|
|
196
|
|
|
76.5
|
%
|
||
Total
|
|
$
|
1,305
|
|
|
$
|
685
|
|
|
90.5
|
%
|
Conifer
|
|
|
|
|
|
|
|
|
|
||
Salaries, wages and benefits
|
|
$
|
959
|
|
|
$
|
852
|
|
|
12.6
|
%
|
Other operating expenses
|
|
335
|
|
|
296
|
|
|
13.2
|
%
|
||
Total
|
|
$
|
1,294
|
|
|
$
|
1,148
|
|
|
12.7
|
%
|
Rent/lease expense
(1)
|
|
|
|
|
|
|
|
|
|
||
Hospital Operations and other
|
|
$
|
201
|
|
|
$
|
191
|
|
|
5.2
|
%
|
Ambulatory Care
|
|
74
|
|
|
41
|
|
|
80.5
|
%
|
||
Conifer
|
|
18
|
|
|
16
|
|
|
12.5
|
%
|
||
Total
|
|
$
|
293
|
|
|
$
|
248
|
|
|
18.1
|
%
|
|
|
|
(1)
|
Included in other operating expenses.
|
•
|
Hospital Operations and other, which is comprised of our acute care hospitals, ancillary outpatient facilities, urgent care centers, microhospitals, physician practices and health plans (certain of which are classified as held for sale as described in Note 4 to our Consolidated Financial Statements);
|
•
|
Ambulatory Care, which is comprised of our USPI joint venture’s ambulatory surgery centers, urgent care centers, imaging centers and surgical hospitals, as well as Aspen’s hospitals and clinics; and
|
•
|
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 and other entities.
|
|
|
Same-Hospital
Continuing Operations
|
||||||||
|
|
Years Ended December 31,
|
||||||||
Admissions, Patient Days and Surgeries
|
|
2016
|
|
2015
|
|
Increase
(Decrease)
|
|
|||
Number of hospitals (at end of period)
|
|
67
|
|
|
67
|
|
|
—
|
%
|
(1)
|
Total admissions
|
|
715,502
|
|
|
717,218
|
|
|
(0.2
|
)%
|
|
Adjusted patient admissions
(2)
|
|
1,239,324
|
|
|
1,228,039
|
|
|
0.9
|
%
|
|
Paying admissions (excludes charity and uninsured)
|
|
677,361
|
|
|
680,837
|
|
|
(0.5
|
)%
|
|
Charity and uninsured admissions
|
|
38,141
|
|
|
36,381
|
|
|
4.8
|
%
|
|
Admissions through emergency department
|
|
451,785
|
|
|
452,593
|
|
|
(0.2
|
)%
|
|
Paying admissions as a percentage of total admissions
|
|
94.7
|
%
|
|
94.9
|
%
|
|
(0.2
|
)%
|
(1)
|
Charity and uninsured admissions as a percentage of total admissions
|
|
5.3
|
%
|
|
5.1
|
%
|
|
0.2
|
%
|
(1)
|
Emergency department admissions as a percentage of total admissions
|
|
63.1
|
%
|
|
63.1
|
%
|
|
—
|
%
|
(1)
|
Surgeries — inpatient
|
|
195,641
|
|
|
196,352
|
|
|
(0.4
|
)%
|
|
Surgeries — outpatient
|
|
256,301
|
|
|
254,932
|
|
|
0.5
|
%
|
|
Total surgeries
|
|
451,942
|
|
|
451,284
|
|
|
0.1
|
%
|
|
Patient days — total
|
|
3,269,558
|
|
|
3,286,026
|
|
|
(0.5
|
)%
|
|
Adjusted patient days
(2)
|
|
5,612,240
|
|
|
5,567,041
|
|
|
0.8
|
%
|
|
Average length of stay (days)
|
|
4.57
|
|
|
4.58
|
|
|
(0.2
|
)%
|
|
Licensed beds (at end of period)
|
|
18,118
|
|
|
18,130
|
|
|
(0.1
|
)%
|
|
Average licensed beds
|
|
18,127
|
|
|
18,217
|
|
|
(0.5
|
)%
|
|
Utilization of licensed beds
(3)
|
|
49.4
|
%
|
|
49.4
|
%
|
|
—
|
%
|
(1)
|
|
|
|
(1)
|
The change is the difference between the 2016 and 2015 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
|
||||||||
|
|
Years Ended December 31,
|
||||||||
Outpatient Visits
|
|
2016
|
|
2015
|
|
Increase
(Decrease)
|
|
|||
Total visits
|
|
7,273,671
|
|
|
7,176,650
|
|
|
1.4
|
%
|
|
Paying visits (excludes charity and uninsured)
|
|
6,784,173
|
|
|
6,670,711
|
|
|
1.7
|
%
|
|
Charity and uninsured visits
|
|
489,498
|
|
|
505,939
|
|
|
(3.2
|
)%
|
|
Emergency department visits
|
|
2,560,308
|
|
|
2,520,481
|
|
|
1.6
|
%
|
|
Surgery visits
|
|
256,301
|
|
|
254,932
|
|
|
0.5
|
%
|
|
Paying visits as a percentage of total visits
|
|
93.3
|
%
|
|
93.0
|
%
|
|
0.3
|
%
|
(1)
|
Charity and uninsured visits as a percentage of total visits
|
|
6.7
|
%
|
|
7.0
|
%
|
|
(0.3
|
)%
|
(1)
|
|
|
|
(1)
|
The change is the difference between the 2016 and 2015 amounts shown.
|
|
|
Same-Hospital
Continuing Operations
|
|||||||||
|
|
Years Ended December 31,
|
|||||||||
Revenues
|
|
2016
|
|
2015
|
|
Increase
(Decrease)
|
|||||
Net operating revenues
|
|
$
|
14,877
|
|
|
$
|
14,148
|
|
|
5.2
|
%
|
Revenues from charity and the uninsured
|
|
$
|
950
|
|
|
$
|
879
|
|
|
8.1
|
%
|
Net inpatient revenues
(1)
|
|
$
|
9,776
|
|
|
$
|
9,334
|
|
|
4.7
|
%
|
Net outpatient revenues
(1)
|
|
$
|
5,347
|
|
|
$
|
5,103
|
|
|
4.8
|
%
|
|
|
|
(1)
|
Net inpatient revenues and net outpatient revenues are components of net operating revenues. Net inpatient revenues include self-pay revenues of $396 million and $340 million for the years ended December 31, 2016 and 2015, respectively. Net outpatient revenues include self-pay revenues of $554 million and $539 million for the years ended December 31, 2016 and 2015, respectively.
|
|
|
Same-Hospital
Continuing Operations
|
|||||||||
|
|
Years Ended December 31,
|
|||||||||
Revenues on a Per Admission, Per Patient Day and Per Visit Basis
|
|
2016
|
|
2015
|
|
Increase
(Decrease)
|
|||||
Net inpatient revenue per admission
|
|
$
|
13,663
|
|
|
$
|
13,014
|
|
|
5.0
|
%
|
Net inpatient revenue per patient day
|
|
$
|
2,990
|
|
|
$
|
2,841
|
|
|
5.2
|
%
|
Net outpatient revenue per visit
|
|
$
|
735
|
|
|
$
|
711
|
|
|
3.4
|
%
|
Net patient revenue per adjusted patient admission
(1)
|
|
$
|
12,203
|
|
|
$
|
11,756
|
|
|
3.8
|
%
|
Net patient revenue per adjusted patient day
(1)
|
|
$
|
2,695
|
|
|
$
|
2,593
|
|
|
3.9
|
%
|
|
|
|
(1)
|
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
|
||||||||||
|
|
Years Ended December 31,
|
||||||||||
Provision for Doubtful Accounts
|
|
2016
|
|
2015
|
|
Increase
(Decrease)
|
|
|||||
Provision for doubtful accounts
|
|
$
|
1,306
|
|
|
$
|
1,203
|
|
|
8.6
|
%
|
|
Provision for doubtful accounts as a percentage of net operating revenues before provision for doubtful accounts
|
|
8.1
|
%
|
|
7.8
|
%
|
|
0.3
|
%
|
(1)
|
|
|
|
(1)
|
The change is the difference between the 2016 and 2015 amounts shown.
|
|
|
Same-Hospital
Continuing Operations
|
|
|||||||
|
|
Years Ended December 31,
|
|
|||||||
Selected Operating Expenses
|
|
2016
|
|
2015
|
|
Increase
(Decrease)
|
|
|||
Hospital Operations and other
|
|
|
|
|
|
|
|
|
|
|
Salaries, wages and benefits as a percentage of net operating revenues
|
|
47.7
|
%
|
|
49.1
|
%
|
|
(1.4
|
)%
|
(1)
|
Supplies as a percentage of net operating revenues
|
|
16.7
|
%
|
|
17.0
|
%
|
|
(0.3
|
)%
|
(1)
|
Other operating expenses as a percentage of net operating revenues
|
|
25.7
|
%
|
|
24.5
|
%
|
|
1.2
|
%
|
(1)
|
|
|
|
(1)
|
The change is the difference between the 2016 and 2015 amounts shown.
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
|
Accounts Receivable Before Allowance for Doubtful Accounts
|
|
Allowance for Doubtful Accounts
|
|
Net
|
|
Accounts Receivable Before Allowance for Doubtful Accounts
|
|
Allowance for Doubtful Accounts
|
|
Net
|
||||||||||||
Medicare
|
|
$
|
294
|
|
|
$
|
—
|
|
|
$
|
294
|
|
|
$
|
360
|
|
|
$
|
—
|
|
|
$
|
360
|
|
Medicaid
|
|
125
|
|
|
—
|
|
|
125
|
|
|
70
|
|
|
—
|
|
|
70
|
|
||||||
Net cost report settlements payable and valuation allowances
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
|
(42
|
)
|
|
—
|
|
|
(42
|
)
|
||||||
Managed care
|
|
1,911
|
|
|
190
|
|
|
1,721
|
|
|
1,715
|
|
|
126
|
|
|
1,589
|
|
||||||
Self-pay uninsured
|
|
479
|
|
|
412
|
|
|
67
|
|
|
509
|
|
|
436
|
|
|
73
|
|
||||||
Self-pay balance after insurance
|
|
226
|
|
|
147
|
|
|
79
|
|
|
208
|
|
|
142
|
|
|
66
|
|
||||||
Estimated future recoveries
|
|
141
|
|
|
—
|
|
|
141
|
|
|
144
|
|
|
—
|
|
|
144
|
|
||||||
Other payers
|
|
537
|
|
|
239
|
|
|
298
|
|
|
442
|
|
|
166
|
|
|
276
|
|
||||||
Total Hospital Operations and other
|
|
3,699
|
|
|
988
|
|
|
2,711
|
|
|
3,406
|
|
|
870
|
|
|
2,536
|
|
||||||
Ambulatory Care
|
|
227
|
|
|
43
|
|
|
184
|
|
|
182
|
|
|
17
|
|
|
165
|
|
||||||
Total discontinued operations
|
|
2
|
|
|
—
|
|
|
2
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||||
|
|
$
|
3,928
|
|
|
$
|
1,031
|
|
|
$
|
2,897
|
|
|
$
|
3,591
|
|
|
$
|
887
|
|
|
$
|
2,704
|
|
|
|
December 31, 2016
|
|||||||||||||
|
|
Medicare
|
|
Medicaid
|
|
Managed
Care
|
|
Indemnity,
Self-Pay
and Other
|
|
Total
|
|||||
0-60 days
|
|
92
|
%
|
|
75
|
%
|
|
61
|
%
|
|
24
|
%
|
|
60
|
%
|
61-120 days
|
|
5
|
%
|
|
15
|
%
|
|
15
|
%
|
|
14
|
%
|
|
13
|
%
|
121-180 days
|
|
2
|
%
|
|
4
|
%
|
|
8
|
%
|
|
10
|
%
|
|
6
|
%
|
Over 180 days
|
|
1
|
%
|
|
6
|
%
|
|
16
|
%
|
|
52
|
%
|
|
21
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
December 31, 2015
|
|||||||||||||
|
|
Medicare
|
|
Medicaid
|
|
Managed
Care
|
|
Indemnity,
Self-Pay
and Other
|
|
Total
|
|||||
0-60 days
|
|
90
|
%
|
|
65
|
%
|
|
64
|
%
|
|
27
|
%
|
|
62
|
%
|
61-120 days
|
|
6
|
%
|
|
16
|
%
|
|
16
|
%
|
|
19
|
%
|
|
15
|
%
|
121-180 days
|
|
2
|
%
|
|
6
|
%
|
|
7
|
%
|
|
11
|
%
|
|
7
|
%
|
Over 180 days
|
|
2
|
%
|
|
13
|
%
|
|
13
|
%
|
|
43
|
%
|
|
16
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
2016
|
|
2015
|
||||
0-60 days
|
$
|
84
|
|
|
$
|
86
|
|
61-120 days
|
13
|
|
|
14
|
|
||
121-180 days
|
4
|
|
|
7
|
|
||
Over 180 days
|
4
|
|
|
18
|
|
||
Total
|
$
|
105
|
|
|
$
|
125
|
|
•
|
increased costs associated with funding indigent care services by hospitals we operated throughout both periods of
$16 million
, which costs were substantially offset by additional net patient revenues;
|
•
|
increased costs of
$126 million
associated with our health plans due to an increase in covered lives, which costs were partially offset by increased health plan revenues; and
|
•
|
increased costs of contracted services of
$160 million
.
|
|
|
Years Ended December 31,
|
||||||
Ambulatory Care Results of Operations
|
|
2016
|
|
2015
|
||||
Net operating revenues
|
|
$
|
1,797
|
|
|
$
|
959
|
|
Equity in earnings of unconsolidated affiliates
|
|
$
|
122
|
|
|
$
|
83
|
|
Salaries, wages and benefits
|
|
$
|
594
|
|
|
$
|
301
|
|
Supplies
|
|
$
|
365
|
|
|
$
|
188
|
|
Other operating expenses, net
|
|
$
|
346
|
|
|
$
|
196
|
|
Ambulatory Care Facilities with Healthcare System Partners
|
|
Year Ended December 31, 2016
|
|
Facilities:
|
|
|
|
With a healthcare system partner
|
|
177
|
|
Without a healthcare system partner
|
|
146
|
|
Total facilities operated
|
|
323
|
|
Change from December 31, 2015
|
|
|
|
Acquisitions
|
|
5
|
|
De novo
|
|
4
|
|
Dispositions/Mergers
|
|
(17
|
)
|
Total increase in number of facilities operated
|
|
(8
|
)
|
|
Years Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Tax expense at statutory federal rate of 35%
|
$
|
87
|
|
|
$
|
50
|
|
State income taxes, net of federal income tax benefit
|
16
|
|
|
18
|
|
||
Expired state net operating losses, net of federal income tax benefit
|
35
|
|
|
11
|
|
||
Tax attributable to noncontrolling interests
|
(106
|
)
|
|
(59
|
)
|
||
Nondeductible goodwill
|
29
|
|
|
22
|
|
||
Nontaxable gains
|
(11
|
)
|
|
(11
|
)
|
||
Nondeductible litigation costs
|
37
|
|
|
44
|
|
||
Nondeductible acquisition costs
|
1
|
|
|
4
|
|
||
Nondeductible health insurance provider fee
|
2
|
|
|
2
|
|
||
Changes in valuation allowance
|
(25
|
)
|
|
4
|
|
||
Change in tax contingency reserves, including interest
|
(9
|
)
|
|
7
|
|
||
Amendment of prior-year tax returns
|
—
|
|
|
(17
|
)
|
||
Prior-year provision to return adjustments and other changes in deferred taxes
|
12
|
|
|
(12
|
)
|
||
Other items
|
(1
|
)
|
|
5
|
|
||
|
$
|
67
|
|
|
$
|
68
|
|
|
Total
|
|
Years Ended December 31,
|
|
Later Years
|
||||||||||||||||||||||
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
||||||||||||||||
|
(In Millions)
|
||||||||||||||||||||||||||
Long-term debt
(1)
|
$
|
19,263
|
|
|
$
|
911
|
|
|
$
|
1,385
|
|
|
$
|
3,441
|
|
|
$
|
2,612
|
|
|
$
|
4,015
|
|
|
$
|
6,899
|
|
Capital lease obligations
(1)
|
1,067
|
|
|
178
|
|
|
120
|
|
|
93
|
|
|
64
|
|
|
52
|
|
|
560
|
|
|||||||
Long-term non-cancelable operating leases
|
1,217
|
|
|
211
|
|
|
180
|
|
|
150
|
|
|
129
|
|
|
104
|
|
|
443
|
|
|||||||
Standby letters of credit
|
102
|
|
|
102
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Guarantees
(2)
|
234
|
|
|
107
|
|
|
54
|
|
|
18
|
|
|
7
|
|
|
6
|
|
|
42
|
|
|||||||
Asset retirement obligations
|
175
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
175
|
|
|||||||
Academic affiliation agreements
(3)
|
104
|
|
|
62
|
|
|
21
|
|
|
12
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|||||||
Tax liabilities
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|||||||
Defined benefit plan obligations
|
652
|
|
|
69
|
|
|
22
|
|
|
23
|
|
|
23
|
|
|
23
|
|
|
492
|
|
|||||||
Information technology contract services
|
980
|
|
|
214
|
|
|
215
|
|
|
218
|
|
|
221
|
|
|
112
|
|
|
—
|
|
|||||||
Purchase orders
|
218
|
|
|
218
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total
(
4)
|
$
|
24,031
|
|
|
$
|
2,072
|
|
|
$
|
1,997
|
|
|
$
|
3,955
|
|
|
$
|
3,065
|
|
|
$
|
4,312
|
|
|
$
|
8,630
|
|
|
(1)
|
Includes interest through maturity date/lease termination.
|
(2)
|
Includes minimum revenue guarantees, primarily related to physicians under relocation agreements and physician groups that provide services at our hospitals, and operating lease guarantees.
|
(3)
|
These agreements contain various rights and termination provisions.
|
(4)
|
Professional liability and workers’ compensation reserves, and our obligations under the Put/Call Agreement and the Baylor Put/Call Agreement, as defined and described in Note 15 to our Consolidated Financial Statements, have been excluded from the table. At
December 31, 2017
, the current and long-term professional and general liability reserves included in our Consolidated Balance Sheet were approximately
$200 million
and
$654 million
, respectively, and the current and long-term workers’ compensation reserves included in our Consolidated Balance Sheet were approximately
$47 million
and
$181 million
, respectively. Redeemable noncontrolling interests in our USPI joint venture that are subject to the Put/Call Agreement and the Baylor Put/Call Agreement totaled approximately $631 million at
December 31, 2017
.
In January 2018, subsidiaries of Welsh, Carson, Anderson & Stowe delivered a put notice for the number of shares that represent a 7.5% ownership interest in our USPI joint venture in accordance with our amended and restated Put/Call Agreement
.
We expect that the estimated payment
to repurchase these shares will be
between $285 million and $295 million
, prior to any true-up payments related to actual financial results in 2017 or 2018.
|
•
|
On June 14, 2017, we sold
$830 million
aggregate principal amount of our
4.625%
senior secured first lien notes, which will mature on July 15, 2024
(the “2024 Secured First Lien Notes”)
. We will pay interest on the 2024 Secured First Lien Notes semi-annually in arrears on January 15 and July 15 of each year, which payments commenced on January 15, 2018. The proceeds from the sale of the 2024 Secured First Lien Notes were used, after payment of fees and expenses, together with cash on hand, to deposit with the trustee an amount sufficient to fund the redemption of all
$900 million
in aggregate principal amount of our floating rate senior secured notes
|
•
|
Also on June 14, 2017,
THC Escrow Corporation III (“
Escrow Corp.
”), a Delaware corporation established for the purpose of issuing the securities referred to in this paragraph,
issued
$1.040 billion
in aggregate principal amount of
4.625%
senior secured first lien notes due 2024
(the “Escrow Secured First Lien Notes”)
,
$1.410 billion
in aggregate principal amount of
5.125%
senior secured second lien notes due 2025
(the “Escrow Secured Second Lien Notes”)
and
$500 million
in aggregate principal amount of
7.000%
senior unsecured notes due 2025
(the “Escrow Unsecured Notes”)
.
|
•
|
On July 14, 2017, we (i) assumed Escrow Corp.’s obligations with respect to the Escrow Secured Second Lien Notes and (ii) effected a mandatory exchange of all outstanding Escrow Secured First Lien Notes for a like principal amount of our newly issued 2024 Secured First Lien Notes. The proceeds from the sale of the Escrow Secured Second Lien Notes and Escrow Secured First Lien Notes were released from escrow on July 14, 2017 and were used, after payment of fees and expenses, to finance our redemption on July 14, 2017 of
$1.041 billion
aggregate principal amount of our outstanding
6.250%
senior secured notes due 2018 and
$1.100 billion
aggregate principal amount of our outstanding
5.000%
senior unsecured notes due 2019.
|
•
|
On August 1, 2017, we assumed Escrow Corp.’s obligations with respect to the Escrow Unsecured Notes. The proceeds from the sale of the Escrow Unsecured Notes were released from escrow on August 1, 2017 and were used, after payment of fees and expenses, to finance our redemption on August 1, 2017 of
$500 million
aggregate principal amount of our
8.000%
senior unsecured notes due 2020.
|
•
|
On September 11, 2017, we redeemed the remaining
$250 million
aggregate principal amount of our
8.000%
senior unsecured notes due 2020 using cash on hand.
|
•
|
A
decrease
of
$566 million
in payments on reserves for restructuring charges, acquisition-related costs, and litigation costs and settlements; and
|
•
|
The timing of other working capital items.
|
•
|
Recognition of net operating revenues, including contractual allowances and provision for doubtful accounts;
|
•
|
Accruals for general and professional liability risks;
|
•
|
Accruals for defined benefit plans;
|
•
|
Impairment of long-lived assets;
|
•
|
Impairment of goodwill; and
|
•
|
Accounting for income taxes.
|
|
December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Case reserves
|
$
|
194
|
|
|
$
|
189
|
|
|
$
|
219
|
|
Incurred but not reported and loss development reserves
|
720
|
|
|
675
|
|
|
584
|
|
|||
Total undiscounted reserves
|
$
|
914
|
|
|
$
|
864
|
|
|
$
|
803
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Accrual for professional and general liability claims, beginning of the year
|
$
|
794
|
|
|
$
|
755
|
|
|
$
|
681
|
|
Assumed from acquisition
|
—
|
|
|
—
|
|
|
29
|
|
|||
Expense (income) related to:
(1)
|
|
|
|
|
|
|
|
|
|||
Current year
|
243
|
|
|
228
|
|
|
151
|
|
|||
Prior years
|
61
|
|
|
43
|
|
|
95
|
|
|||
Expense (income) from discounting
|
(5
|
)
|
|
(4
|
)
|
|
(3
|
)
|
|||
Total incurred loss and loss expense
|
299
|
|
|
267
|
|
|
243
|
|
|||
Paid claims and expenses related to:
|
|
|
|
|
|
|
|
|
|||
Current year
|
(2
|
)
|
|
—
|
|
|
(3
|
)
|
|||
Prior years
|
(237
|
)
|
|
(228
|
)
|
|
(195
|
)
|
|||
Total paid claims and expenses
|
(239
|
)
|
|
(228
|
)
|
|
(198
|
)
|
|||
Accrual for professional and general liability claims, end of year
|
$
|
854
|
|
|
$
|
794
|
|
|
$
|
755
|
|
|
(1)
|
Total malpractice expense for continuing operations, including premiums for insured coverage, was
$303 million
,
$281 million
and
$283 million
in the years ended
December 31, 2017
,
2016
and
2015
, respectively.
|
•
|
future financial results of our hospitals, which can be impacted by volumes of insured patients and declines in commercial managed care patients, terms of managed care payer arrangements, our ability to collect accounts due from uninsured and managed care payers, loss of volumes as a result of competition, and our ability to manage costs such as labor costs, which can be adversely impacted by union activity and the shortage of experienced nurses;
|
•
|
changes in payments from governmental healthcare programs and in government regulations such as reductions to Medicare and Medicaid payment rates resulting from government legislation or rule-making or from budgetary challenges of states in which we operate;
|
•
|
how the hospitals are operated in the future; and
|
•
|
the nature of the ultimate disposition of the assets.
|
•
|
Cumulative profits/losses in recent years, adjusted for certain nonrecurring items;
|
•
|
Income/losses expected in future years;
|
•
|
Unsettled circumstances that, if unfavorably resolved, would adversely affect future operations and profit levels;
|
•
|
The availability, or lack thereof, of taxable income in prior carryback periods that would limit realization of tax benefits; and
|
•
|
The carryforward period associated with the deferred tax assets and liabilities.
|
|
Maturity Date, Years Ending December 31,
|
|
|
|
||||||||||||||||||||
|
2018
|
2019
|
2020
|
2021
|
2022
|
Thereafter
|
Total
|
Fair Value
|
||||||||||||||||
|
(Dollars in Millions)
|
|||||||||||||||||||||||
Fixed rate long-term debt
|
$
|
146
|
|
$
|
591
|
|
$
|
2,667
|
|
$
|
1,940
|
|
$
|
3,577
|
|
$
|
6,247
|
|
$
|
15,168
|
|
$
|
15,193
|
|
Average effective interest rates
|
5.2
|
%
|
5.8
|
%
|
6.2
|
%
|
4.7
|
%
|
8.5
|
%
|
6.2
|
%
|
6.5
|
%
|
|
|
/s/ RONALD A. RITTENMEYER
|
/s/ DANIEL J. CANCELMI
|
Ronald A. Rittenmeyer
|
Daniel J. Cancelmi
|
Executive Chairman and Chief Executive Officer
|
Chief Financial Officer
|
February 26, 2018
|
February 26, 2018
|
|
December 31,
|
|
December 31,
|
||||
|
2017
|
|
2016
|
||||
ASSETS
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
611
|
|
|
$
|
716
|
|
Accounts receivable, less allowance for doubtful accounts ($898 at December 31, 2017 and $1,031 at December 31, 2016)
|
2,616
|
|
|
2,897
|
|
||
Inventories of supplies, at cost
|
289
|
|
|
326
|
|
||
Income tax receivable
|
5
|
|
|
4
|
|
||
Assets held for sale
|
1,017
|
|
|
29
|
|
||
Other current assets
|
1,035
|
|
|
1,285
|
|
||
Total current assets
|
5,573
|
|
|
5,257
|
|
||
Investments and other assets
|
1,543
|
|
|
1,250
|
|
||
Deferred income taxes
|
455
|
|
|
871
|
|
||
Property and equipment, at cost, less accumulated depreciation and amortization ($4,739 at December 31, 2017 and $4,974 at December 31, 2016)
|
7,030
|
|
|
8,053
|
|
||
Goodwill
|
7,018
|
|
|
7,425
|
|
||
Other intangible assets, at cost, less accumulated amortization ($883 at December 31, 2017 and $772 at December 31, 2016)
|
1,766
|
|
|
1,845
|
|
||
Total assets
|
$
|
23,385
|
|
|
$
|
24,701
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Current portion of long-term debt
|
$
|
146
|
|
|
$
|
191
|
|
Accounts payable
|
1,175
|
|
|
1,329
|
|
||
Accrued compensation and benefits
|
848
|
|
|
872
|
|
||
Professional and general liability reserves
|
200
|
|
|
181
|
|
||
Accrued interest payable
|
256
|
|
|
210
|
|
||
Liabilities held for sale
|
480
|
|
|
9
|
|
||
Other current liabilities
|
1,227
|
|
|
1,242
|
|
||
Total current liabilities
|
4,332
|
|
|
4,034
|
|
||
Long-term debt, net of current portion
|
14,791
|
|
|
15,064
|
|
||
Professional and general liability reserves
|
654
|
|
|
613
|
|
||
Defined benefit plan obligations
|
536
|
|
|
626
|
|
||
Deferred income taxes
|
36
|
|
|
279
|
|
||
Other long-term liabilities
|
631
|
|
|
610
|
|
||
Total liabilities
|
20,980
|
|
|
21,226
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Redeemable noncontrolling interests in equity of consolidated subsidiaries
|
1,866
|
|
|
2,393
|
|
||
Equity:
|
|
|
|
|
|
||
Shareholders’ equity:
|
|
|
|
|
|
||
Common stock, $0.05 par value; authorized 262,500,000 shares; 149,384,952 shares issued at December 31, 2017 and 148,106,249 shares issued at December 31, 2016
|
7
|
|
|
7
|
|
||
Additional paid-in capital
|
4,859
|
|
|
4,827
|
|
||
Accumulated other comprehensive loss
|
(204
|
)
|
|
(258
|
)
|
||
Accumulated deficit
|
(2,390
|
)
|
|
(1,742
|
)
|
||
Common stock in treasury, at cost, 48,413,169 shares at December 31, 2017 and 48,420,650 shares at December 31, 2016
|
(2,419
|
)
|
|
(2,417
|
)
|
||
Total shareholders’ equity (deficit)
|
(147
|
)
|
|
417
|
|
||
Noncontrolling interests
|
686
|
|
|
665
|
|
||
Total equity
|
539
|
|
|
1,082
|
|
||
Total liabilities and equity
|
$
|
23,385
|
|
|
$
|
24,701
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net operating revenues:
|
|
|
|
|
|
|
|
|
|||
Net operating revenues before provision for doubtful accounts
|
$
|
20,613
|
|
|
$
|
21,070
|
|
|
$
|
20,111
|
|
Less: Provision for doubtful accounts
|
1,434
|
|
|
1,449
|
|
|
1,477
|
|
|||
Net operating revenues
|
19,179
|
|
|
19,621
|
|
|
18,634
|
|
|||
Equity in earnings of unconsolidated affiliates
|
144
|
|
|
131
|
|
|
99
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|||
Salaries, wages and benefits
|
9,274
|
|
|
9,328
|
|
|
8,990
|
|
|||
Supplies
|
3,085
|
|
|
3,124
|
|
|
2,963
|
|
|||
Other operating expenses, net
|
4,570
|
|
|
4,891
|
|
|
4,555
|
|
|||
Electronic health record incentives
|
(9
|
)
|
|
(32
|
)
|
|
(72
|
)
|
|||
Depreciation and amortization
|
870
|
|
|
850
|
|
|
797
|
|
|||
Impairment and restructuring charges, and acquisition-related costs
|
541
|
|
|
202
|
|
|
318
|
|
|||
Litigation and investigation costs
|
23
|
|
|
293
|
|
|
291
|
|
|||
Gains on sales, consolidation and deconsolidation of facilities
|
(144
|
)
|
|
(151
|
)
|
|
(186
|
)
|
|||
Operating income
|
1,113
|
|
|
1,247
|
|
|
1,077
|
|
|||
Interest expense
|
(1,028
|
)
|
|
(979
|
)
|
|
(912
|
)
|
|||
Other non-operating expense, net
|
(22
|
)
|
|
(20
|
)
|
|
(20
|
)
|
|||
Loss from early extinguishment of debt
|
(164
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Income (loss) from continuing operations, before income taxes
|
(101
|
)
|
|
248
|
|
|
144
|
|
|||
Income tax expense
|
(219
|
)
|
|
(67
|
)
|
|
(68
|
)
|
|||
Income (loss) from continuing operations, before discontinued operations
|
(320
|
)
|
|
181
|
|
|
76
|
|
|||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|||
Loss from operations
|
—
|
|
|
(6
|
)
|
|
(5
|
)
|
|||
Litigation and investigation benefit
|
—
|
|
|
—
|
|
|
8
|
|
|||
Income tax benefit (expense)
|
—
|
|
|
1
|
|
|
(1
|
)
|
|||
Income (loss) from discontinued operations
|
—
|
|
|
(5
|
)
|
|
2
|
|
|||
Net income (loss)
|
(320
|
)
|
|
176
|
|
|
78
|
|
|||
Less: Net income attributable to noncontrolling interests
|
384
|
|
|
368
|
|
|
218
|
|
|||
Net loss attributable to Tenet Healthcare Corporation common shareholders
|
$
|
(704
|
)
|
|
$
|
(192
|
)
|
|
$
|
(140
|
)
|
Amounts available (attributable) to Tenet Healthcare Corporation common shareholders
|
|
|
|
|
|
|
|
|
|||
Loss from continuing operations, net of tax
|
$
|
(704
|
)
|
|
$
|
(187
|
)
|
|
$
|
(142
|
)
|
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
(5
|
)
|
|
2
|
|
|||
Net loss attributable to Tenet Healthcare Corporation common shareholders
|
$
|
(704
|
)
|
|
$
|
(192
|
)
|
|
$
|
(140
|
)
|
Earnings (loss) per share available (attributable) to Tenet Healthcare Corporation common shareholders:
|
|
|
|
|
|
|
|
|
|||
Basic
|
|
|
|
|
|
|
|
|
|||
Continuing operations
|
$
|
(7.00
|
)
|
|
$
|
(1.88
|
)
|
|
$
|
(1.43
|
)
|
Discontinued operations
|
—
|
|
|
(0.05
|
)
|
|
0.02
|
|
|||
|
$
|
(7.00
|
)
|
|
$
|
(1.93
|
)
|
|
$
|
(1.41
|
)
|
Diluted
|
|
|
|
|
|
|
|
|
|||
Continuing operations
|
$
|
(7.00
|
)
|
|
$
|
(1.88
|
)
|
|
$
|
(1.43
|
)
|
Discontinued operations
|
—
|
|
|
(0.05
|
)
|
|
0.02
|
|
|||
|
$
|
(7.00
|
)
|
|
$
|
(1.93
|
)
|
|
$
|
(1.41
|
)
|
Weighted average shares and dilutive securities outstanding (in thousands):
|
|
|
|
|
|
|
|
|
|||
Basic
|
100,592
|
|
|
99,321
|
|
|
99,167
|
|
|||
Diluted
|
100,592
|
|
|
99,321
|
|
|
99,167
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net income (loss)
|
$
|
(320
|
)
|
|
$
|
176
|
|
|
$
|
78
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|||
Adjustments for defined benefit plans
|
42
|
|
|
(73
|
)
|
|
3
|
|
|||
Amortization of net actuarial loss included in other non-operating expense, net
|
14
|
|
|
12
|
|
|
12
|
|
|||
Unrealized gains (losses) on securities held as available-for-sale
|
6
|
|
|
2
|
|
|
(2
|
)
|
|||
Foreign currency translation adjustments
|
15
|
|
|
(53
|
)
|
|
5
|
|
|||
Other comprehensive income (loss) before income taxes
|
77
|
|
|
(112
|
)
|
|
18
|
|
|||
Income tax benefit (expense) related to items of other comprehensive income (loss)
|
(23
|
)
|
|
18
|
|
|
—
|
|
|||
Total other comprehensive income (loss), net of tax
|
54
|
|
|
(94
|
)
|
|
18
|
|
|||
Comprehensive net income (loss)
|
(266
|
)
|
|
82
|
|
|
96
|
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
384
|
|
|
368
|
|
|
218
|
|
|||
Comprehensive loss attributable to Tenet Healthcare Corporation common shareholders
|
$
|
(650
|
)
|
|
$
|
(286
|
)
|
|
$
|
(122
|
)
|
|
Tenet Healthcare Corporation Shareholders’ Equity
|
|
|
|
|
||||||||||||||||||||||||||
|
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, 2014
|
98,382
|
|
|
$
|
7
|
|
|
$
|
4,614
|
|
|
$
|
(182
|
)
|
|
$
|
(1,410
|
)
|
|
$
|
(2,378
|
)
|
|
$
|
134
|
|
|
$
|
785
|
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(140
|
)
|
|
—
|
|
|
52
|
|
|
(88
|
)
|
||||||||
Distributions paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50
|
)
|
|
(50
|
)
|
||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
||||||||
Purchases (sales) of businesses and noncontrolling interests
|
—
|
|
|
—
|
|
|
124
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
128
|
|
|
252
|
|
||||||||
Repurchases of common stock
|
(1,243
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
—
|
|
|
(40
|
)
|
||||||||
Stock-based compensation expense and issuance of common stock
|
1,356
|
|
|
—
|
|
|
77
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
78
|
|
||||||||
Balances at December 31, 2015
|
98,495
|
|
|
7
|
|
|
4,815
|
|
|
(164
|
)
|
|
(1,550
|
)
|
|
(2,417
|
)
|
|
267
|
|
|
958
|
|
||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(192
|
)
|
|
—
|
|
|
138
|
|
|
(54
|
)
|
||||||||
Distributions paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(111
|
)
|
|
(111
|
)
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(94
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(94
|
)
|
||||||||
Purchases (sales) of businesses and noncontrolling interests
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
146
|
|
|
106
|
|
||||||||
Purchase accounting adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
225
|
|
|
225
|
|
||||||||
Stock-based compensation expense, tax benefit and issuance of common stock
|
1,191
|
|
|
—
|
|
|
52
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52
|
|
||||||||
Balances at December 31, 2016
|
99,686
|
|
|
7
|
|
|
4,827
|
|
|
(258
|
)
|
|
(1,742
|
)
|
|
(2,417
|
)
|
|
665
|
|
|
1,082
|
|
||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(704
|
)
|
|
—
|
|
|
145
|
|
|
(559
|
)
|
||||||||
Distributions paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(123
|
)
|
|
(123
|
)
|
||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54
|
|
||||||||
Accretion of redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
(33
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
||||||||
Purchases (sales) of businesses and noncontrolling interests
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
3
|
|
||||||||
Cumulative effect of accounting change
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56
|
|
|
—
|
|
|
—
|
|
|
56
|
|
||||||||
Stock-based compensation expense, tax benefit and issuance of common stock
|
1,286
|
|
|
—
|
|
|
61
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
59
|
|
||||||||
Balances at December 31, 2017
|
$
|
100,972
|
|
|
$
|
7
|
|
|
$
|
4,859
|
|
|
$
|
(204
|
)
|
|
$
|
(2,390
|
)
|
|
$
|
(2,419
|
)
|
|
$
|
686
|
|
|
$
|
539
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net income (loss)
|
$
|
(320
|
)
|
|
$
|
176
|
|
|
$
|
78
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
870
|
|
|
850
|
|
|
797
|
|
|||
Provision for doubtful accounts
|
1,434
|
|
|
1,449
|
|
|
1,477
|
|
|||
Deferred income tax expense
|
200
|
|
|
41
|
|
|
42
|
|
|||
Stock-based compensation expense
|
59
|
|
|
68
|
|
|
69
|
|
|||
Impairment and restructuring charges, and acquisition-related costs
|
541
|
|
|
202
|
|
|
318
|
|
|||
Litigation and investigation costs
|
23
|
|
|
293
|
|
|
291
|
|
|||
Gains on sales, consolidation and deconsolidation of facilities
|
(144
|
)
|
|
(151
|
)
|
|
(186
|
)
|
|||
Loss from early extinguishment of debt
|
164
|
|
|
—
|
|
|
1
|
|
|||
Equity in earnings of unconsolidated affiliates, net of distributions received
|
(18
|
)
|
|
(13
|
)
|
|
(99
|
)
|
|||
Amortization of debt discount and debt issuance costs
|
44
|
|
|
41
|
|
|
41
|
|
|||
Pre-tax (income) loss from discontinued operations
|
—
|
|
|
6
|
|
|
(3
|
)
|
|||
Other items, net
|
(18
|
)
|
|
(1
|
)
|
|
59
|
|
|||
Changes in cash from operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
(1,448
|
)
|
|
(1,604
|
)
|
|
(1,632
|
)
|
|||
Inventories and other current assets
|
(35
|
)
|
|
(83
|
)
|
|
(130
|
)
|
|||
Income taxes
|
(38
|
)
|
|
(8
|
)
|
|
18
|
|
|||
Accounts payable, accrued expenses and other current liabilities
|
(10
|
)
|
|
(51
|
)
|
|
68
|
|
|||
Other long-term liabilities
|
26
|
|
|
40
|
|
|
38
|
|
|||
Payments for restructuring charges, acquisition-related costs, and litigation costs and settlements
|
(125
|
)
|
|
(691
|
)
|
|
(200
|
)
|
|||
Net cash used in operating activities from discontinued operations, excluding income taxes
|
(5
|
)
|
|
(6
|
)
|
|
(21
|
)
|
|||
Net cash provided by operating activities
|
1,200
|
|
|
558
|
|
|
1,026
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|||
Purchases of property and equipment — continuing operations
|
(707
|
)
|
|
(875
|
)
|
|
(842
|
)
|
|||
Purchases of businesses or joint venture interests, net of cash acquired
|
(50
|
)
|
|
(117
|
)
|
|
(940
|
)
|
|||
Proceeds from sales of facilities and other assets
|
827
|
|
|
573
|
|
|
549
|
|
|||
Proceeds from sales of marketable securities, long-term investments and other assets
|
36
|
|
|
62
|
|
|
60
|
|
|||
Purchases of equity investments
|
(68
|
)
|
|
(39
|
)
|
|
(134
|
)
|
|||
Other long-term assets
|
(10
|
)
|
|
(31
|
)
|
|
(4
|
)
|
|||
Other items, net
|
(7
|
)
|
|
(3
|
)
|
|
(6
|
)
|
|||
Net cash provided by (used in) investing activities
|
21
|
|
|
(430
|
)
|
|
(1,317
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||
Repayments of borrowings under credit facility
|
(970
|
)
|
|
(1,895
|
)
|
|
(2,815
|
)
|
|||
Proceeds from borrowings under credit facility
|
970
|
|
|
1,895
|
|
|
2,595
|
|
|||
Repayments of other borrowings
|
(4,139
|
)
|
|
(154
|
)
|
|
(2,049
|
)
|
|||
Proceeds from other borrowings
|
3,795
|
|
|
760
|
|
|
3,158
|
|
|||
Repurchases of common stock
|
—
|
|
|
—
|
|
|
(40
|
)
|
|||
Debt issuance costs
|
(62
|
)
|
|
(12
|
)
|
|
(80
|
)
|
|||
Distributions paid to noncontrolling interests
|
(258
|
)
|
|
(218
|
)
|
|
(110
|
)
|
|||
Proceeds from sale of noncontrolling interests
|
31
|
|
|
22
|
|
|
11
|
|
|||
Purchases of noncontrolling interests
|
(729
|
)
|
|
(186
|
)
|
|
(268
|
)
|
|||
Proceeds from exercise of stock options and employee stock purchase plan
|
7
|
|
|
4
|
|
|
15
|
|
|||
Other items, net
|
29
|
|
|
16
|
|
|
37
|
|
|||
Net cash provided by (used in) financing activities
|
(1,326
|
)
|
|
232
|
|
|
454
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
(105
|
)
|
|
360
|
|
|
163
|
|
|||
Cash and cash equivalents at beginning of period
|
716
|
|
|
356
|
|
|
193
|
|
|||
Cash and cash equivalents at end of period
|
$
|
611
|
|
|
$
|
716
|
|
|
$
|
356
|
|
Supplemental disclosures:
|
|
|
|
|
|
|
|
|
|||
Interest paid, net of capitalized interest
|
$
|
(939
|
)
|
|
$
|
(932
|
)
|
|
$
|
(859
|
)
|
Income tax payments, net
|
$
|
(56
|
)
|
|
$
|
(33
|
)
|
|
$
|
(7
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Hospital Operations and other:
|
|
|
|
|
|
|
|
|
|||
Net patient revenues from acute care hospitals, related outpatient facilities and physician practices
|
|
|
|
|
|
||||||
Medicare
|
$
|
3,389
|
|
|
$
|
3,526
|
|
|
$
|
3,579
|
|
Medicaid
|
1,325
|
|
|
1,341
|
|
|
1,449
|
|
|||
Managed care
|
10,463
|
|
|
10,651
|
|
|
10,582
|
|
|||
Indemnity, self-pay and other
|
1,740
|
|
|
1,694
|
|
|
1,814
|
|
|||
Net patient revenues
(1)
|
16,917
|
|
|
17,212
|
|
|
17,424
|
|
|||
Health plans
|
110
|
|
|
482
|
|
|
423
|
|
|||
Revenue from other sources
|
629
|
|
|
623
|
|
|
541
|
|
|||
Hospital Operations and other total prior to inter-segment eliminations
|
17,656
|
|
|
18,317
|
|
|
18,388
|
|
|||
Ambulatory Care
|
1,978
|
|
|
1,833
|
|
|
976
|
|
|||
Conifer
|
1,597
|
|
|
1,571
|
|
|
1,413
|
|
|||
Inter-segment eliminations
|
(618
|
)
|
|
(651
|
)
|
|
(666
|
)
|
|||
Net operating revenues before provision for doubtful accounts
|
$
|
20,613
|
|
|
$
|
21,070
|
|
|
$
|
20,111
|
|
|
(1)
|
Net patient revenues include revenues from physician practices of
$729 million
,
$745 million
and
$745 million
for the years ended December 31, 2017, 2016 and 2015, respectively.
|
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||
Current assets
|
$
|
805
|
|
|
$
|
943
|
|
|
$
|
866
|
|
Noncurrent assets
|
$
|
1,223
|
|
|
$
|
991
|
|
|
$
|
854
|
|
Current liabilities
|
$
|
(354
|
)
|
|
$
|
(320
|
)
|
|
$
|
(301
|
)
|
Noncurrent liabilities
|
$
|
(389
|
)
|
|
$
|
(345
|
)
|
|
$
|
(377
|
)
|
Noncontrolling interests
|
$
|
(490
|
)
|
|
$
|
(494
|
)
|
|
$
|
(309
|
)
|
|
|
|
|
|
|
||||||
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net operating revenues
|
$
|
2,907
|
|
|
$
|
2,823
|
|
|
$
|
1,335
|
|
Net income
|
$
|
558
|
|
|
$
|
573
|
|
|
$
|
436
|
|
Net income attributable to the investees
|
$
|
363
|
|
|
$
|
343
|
|
|
$
|
356
|
|
•
|
Cumulative profits/losses in recent years, adjusted for certain nonrecurring items;
|
•
|
Income/losses expected in future years;
|
•
|
Unsettled circumstances that, if unfavorably resolved, would adversely affect future operations and profit levels;
|
•
|
The availability, or lack thereof, of taxable income in prior carryback periods that would limit realization of tax benefits; and
|
•
|
The carryforward period associated with the deferred tax assets and liabilities.
|
Period
|
|
Total Number of
Shares
Purchased
|
|
Average Price
Paid Per
Share
|
|
Total Number of
Shares Purchased as
Part of Publicly
Announced Program
|
|
Maximum Dollar Value
of Shares Not Purchased Under
the Program
|
||||||
|
|
(In Thousands)
|
|
|
|
(In Thousands)
|
|
(In Millions)
|
||||||
November 1, 2015 through November 30, 2015
|
|
978
|
|
|
$
|
32.71
|
|
|
978
|
|
|
$
|
468
|
|
December 1, 2015 through December 31, 2015
|
|
265
|
|
|
30.25
|
|
|
265
|
|
|
460
|
|
||
November 1, 2015 through December 31, 2015
|
|
1,243
|
|
|
$
|
32.18
|
|
|
1,243
|
|
|
$
|
460
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Continuing operations:
|
|
|
|
|
|
||
Patient accounts receivable
|
$
|
3,376
|
|
|
$
|
3,799
|
|
Allowance for doubtful accounts
|
(898
|
)
|
|
(1,031
|
)
|
||
Estimated future recoveries
|
132
|
|
|
141
|
|
||
Net cost reports and settlements payable and valuation allowances
|
4
|
|
|
(14
|
)
|
||
|
2,614
|
|
|
2,895
|
|
||
Discontinued operations
|
2
|
|
|
2
|
|
||
Accounts receivable, net
|
$
|
2,616
|
|
|
$
|
2,897
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Estimated costs for:
|
|
|
|
|
|
|
|
|
|||
Self-pay patients
|
$
|
648
|
|
|
$
|
609
|
|
|
$
|
598
|
|
Charity care patients
|
121
|
|
|
138
|
|
|
184
|
|
|||
Total
|
$
|
769
|
|
|
$
|
747
|
|
|
$
|
782
|
|
Medicaid DSH and other supplemental revenues
|
$
|
864
|
|
|
$
|
906
|
|
|
$
|
888
|
|
Accounts receivable
|
|
$
|
211
|
|
Other current assets
|
|
123
|
|
|
Investments and other long-term assets
|
|
18
|
|
|
Property and equipment
|
|
557
|
|
|
Other intangible assets
|
|
10
|
|
|
Goodwill
|
|
98
|
|
|
Current liabilities
|
|
(169
|
)
|
|
Long-term liabilities
|
|
(311
|
)
|
|
Net assets held for sale
|
|
$
|
537
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Significant disposals:
|
|
|
|
|
|
|
|
|
|||
Houston
|
|
|
|
|
|
||||||
Income from continuing operations, before income taxes
|
$
|
133
|
|
|
$
|
67
|
|
|
$
|
85
|
|
Pre-tax income attributable to Tenet Healthcare Corporation common shareholders
|
$
|
132
|
|
|
$
|
64
|
|
|
$
|
82
|
|
|
|
|
|
|
|
||||||
Significant classifications as held for sale:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations, before income taxes
|
|
|
|
|
|
||||||
Chicago-area
|
$
|
(82
|
)
|
|
$
|
(1
|
)
|
|
$
|
9
|
|
Philadelphia
|
(255
|
)
|
|
(75
|
)
|
|
(7
|
)
|
|||
MacNeal
|
27
|
|
|
29
|
|
|
36
|
|
|||
Aspen
|
(68
|
)
|
|
(16
|
)
|
|
(4
|
)
|
|||
Total
|
$
|
(378
|
)
|
|
$
|
(63
|
)
|
|
$
|
34
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Senior unsecured notes:
|
|
|
|
|
|
||
5.000% due 2019
|
$
|
—
|
|
|
$
|
1,100
|
|
5.500% due 2019
|
500
|
|
|
500
|
|
||
6.750% due 2020
|
300
|
|
|
300
|
|
||
8.000% due 2020
|
—
|
|
|
750
|
|
||
8.125% due 2022
|
2,800
|
|
|
2,800
|
|
||
6.750% due 2023
|
1,900
|
|
|
1,900
|
|
||
7.000% due 2025
|
500
|
|
|
—
|
|
||
6.875% due 2031
|
430
|
|
|
430
|
|
||
Senior secured first lien notes:
|
|
|
|
|
|
||
6.250% due 2018
|
—
|
|
|
1,041
|
|
||
4.750% due 2020
|
500
|
|
|
500
|
|
||
6.000% due 2020
|
1,800
|
|
|
1,800
|
|
||
Floating % due 2020
|
—
|
|
|
900
|
|
||
4.500% due 2021
|
850
|
|
|
850
|
|
||
4.375% due 2021
|
1,050
|
|
|
1,050
|
|
||
4.625% due 2024
|
1,870
|
|
|
—
|
|
||
Senior secured second lien notes:
|
|
|
|
||||
7.500% due 2022
|
750
|
|
|
750
|
|
||
5.125% due 2025
|
1,410
|
|
|
—
|
|
||
Capital leases
|
431
|
|
|
735
|
|
||
Mortgage notes
|
77
|
|
|
84
|
|
||
Unamortized issue costs, note discounts and premiums
|
(231
|
)
|
|
(235
|
)
|
||
Total long-term debt
|
14,937
|
|
|
15,255
|
|
||
Less current portion
|
146
|
|
|
191
|
|
||
Long-term debt, net of current portion
|
$
|
14,791
|
|
|
$
|
15,064
|
|
|
|
|
Years Ending December 31,
|
|
Later Years
|
||||||||||||||||||||||
|
Total
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
|||||||||||||||
Long-term debt, including capital lease obligations
|
$
|
15,168
|
|
|
$
|
146
|
|
|
$
|
591
|
|
|
$
|
2,667
|
|
|
$
|
1,940
|
|
|
$
|
3,577
|
|
|
$
|
6,247
|
|
Long-term non-cancelable operating leases
|
$
|
1,217
|
|
|
$
|
211
|
|
|
$
|
180
|
|
|
$
|
150
|
|
|
$
|
129
|
|
|
$
|
104
|
|
|
$
|
443
|
|
Grant Date
|
|
Awards
|
|
Exercise Price
Per Share
|
|
Fair Value
Per Share at
Grant Date
|
|
Stock-Based
Compensation Expense for Year Ended December 31, 2017
|
||||
|
|
(In Thousands)
|
|
|
|
|
|
(In Millions)
|
||||
Stock Options:
|
|
|
|
|
|
|
|
|
||||
September 29, 2017
|
|
409
|
|
|
16.43
|
|
5.63
|
|
|
1
|
|
|
March 1, 2017
|
|
928
|
|
|
18.99
|
|
8.52
|
|
|
3
|
|
|
Restricted Stock Units:
|
|
|
|
|
|
|
|
|
|
|
|
|
May 5, 2017
|
|
145
|
|
|
|
|
17.83
|
|
|
2
|
|
|
March 1, 2017
|
|
430
|
|
|
|
|
18.99
|
|
|
4
|
|
|
June 30, 2016
|
|
130
|
|
|
|
|
27.64
|
|
|
1
|
|
|
March 10, 2016
|
|
541
|
|
|
|
|
25.50
|
|
|
6
|
|
|
February 25, 2015
|
|
1,375
|
|
|
|
|
45.63
|
|
|
20
|
|
|
August 25, 2014
|
|
510
|
|
|
|
|
59.90
|
|
|
5
|
|
|
June 13, 2013
|
|
282
|
|
|
|
|
47.13
|
|
|
2
|
|
|
Other grants
|
|
|
|
|
|
|
|
|
|
15
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
59
|
|
|
|
Options
|
|
Weighted Average
Exercise Price
Per Share
|
|
Aggregate
Intrinsic Value
|
|
Weighted Average
Remaining Life
|
|||||
|
|
|
|
|
|
(In Millions)
|
|
|
|||||
Outstanding at December 31, 2014
|
|
1,984,149
|
|
|
$
|
24.42
|
|
|
|
|
|
|
|
Granted
|
|
—
|
|
|
—
|
|
|
|
|
|
|
||
Exercised
|
|
(340,869
|
)
|
|
29.85
|
|
|
|
|
|
|
||
Forfeited/Expired
|
|
(36,438
|
)
|
|
42.08
|
|
|
|
|
|
|
||
Outstanding at December 31, 2015
|
|
1,606,842
|
|
|
$
|
22.87
|
|
|
|
|
|
|
|
Granted
|
|
—
|
|
|
—
|
|
|
|
|
|
|
||
Exercised
|
|
(111,715
|
)
|
|
17.88
|
|
|
|
|
|
|
||
Forfeited/Expired
|
|
(59,206
|
)
|
|
18.68
|
|
|
|
|
|
|
||
Outstanding at December 31, 2016
|
|
1,435,921
|
|
|
$
|
22.87
|
|
|
|
|
|
|
|
Granted
|
|
1,396,307
|
|
|
18.24
|
|
|
|
|
|
|
||
Exercised
|
|
(20,400
|
)
|
|
4.56
|
|
|
|
|
|
|
||
Forfeited/Expired
|
|
(247,006
|
)
|
|
24.37
|
|
|
|
|
|
|
||
Outstanding at December 31, 2017
|
|
2,564,822
|
|
|
$
|
20.35
|
|
|
$
|
2
|
|
|
4.8 years
|
Vested and expected to vest at December 31, 2017
|
|
1,233,497
|
|
|
$
|
22.67
|
|
|
$
|
2
|
|
|
1.5 years
|
Exercisable at December 31, 2017
|
|
1,233,497
|
|
|
$
|
22.67
|
|
|
$
|
2
|
|
|
1.5 years
|
|
|
September 29,
|
|
March 1,
|
|
|
2017
|
|
2017
|
Expected volatility
|
|
46%
|
|
49%
|
Expected dividend yield
|
|
0%
|
|
0%
|
Expected life
|
|
3.01 years
|
|
6.2 years
|
Expected forfeiture rate
|
|
0%
|
|
0%
|
Risk-free interest rate
|
|
1.92%
|
|
2.15%
|
|
|
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
|
|
150,486
|
|
|
1.2 years
|
|
$
|
4.56
|
|
|
150,486
|
|
|
$
|
4.56
|
|
$4.57 to $19.759
|
|
1,337,059
|
|
|
7.8 years
|
|
18.21
|
|
|
5,734
|
|
|
18.76
|
|
||
$19.76 to $32.569
|
|
822,890
|
|
|
1.8 years
|
|
20.87
|
|
|
822,890
|
|
|
20.87
|
|
||
$32.57 to $42.529
|
|
254,387
|
|
|
0.2 years
|
|
39.31
|
|
|
254,387
|
|
|
39.31
|
|
||
|
|
2,564,822
|
|
|
4.8 years
|
|
$
|
20.35
|
|
|
1,233,497
|
|
|
$
|
22.67
|
|
|
|
In-the-Money Options
|
|
Out-of-the-Money Options
|
|
All Options
|
||||||||||||
|
|
Outstanding
|
|
% of Total
|
|
Outstanding
|
|
% of Total
|
|
Outstanding
|
|
% of Total
|
||||||
Current employees
|
|
508,193
|
|
|
90.9
|
%
|
|
676,734
|
|
|
33.7
|
%
|
|
1,184,927
|
|
|
46.2
|
%
|
Former employees
|
|
50,819
|
|
|
9.1
|
%
|
|
1,329,076
|
|
|
66.3
|
%
|
|
1,379,895
|
|
|
53.8
|
%
|
Totals
|
|
559,012
|
|
|
100.0
|
%
|
|
2,005,810
|
|
|
100.0
|
%
|
|
2,564,822
|
|
|
100.0
|
%
|
% of all outstanding options
|
|
21.8
|
%
|
|
|
|
|
78.2
|
%
|
|
|
|
|
100.0
|
%
|
|
|
|
|
|
Restricted Stock Units
|
|
Weighted Average Grant Date Fair Value Per Unit
|
|||
Unvested at December 31, 2014
|
|
3,299,720
|
|
|
$
|
40.99
|
|
Granted
|
|
1,718,057
|
|
|
45.51
|
|
|
Vested
|
|
(1,210,159
|
)
|
|
38.40
|
|
|
Forfeited
|
|
(180,386
|
)
|
|
42.46
|
|
|
Unvested at December 31, 2015
|
|
3,627,232
|
|
|
$
|
44.69
|
|
Granted
|
|
1,626,329
|
|
|
30.05
|
|
|
Vested
|
|
(1,644,616
|
)
|
|
42.95
|
|
|
Forfeited
|
|
(434,412
|
)
|
|
38.59
|
|
|
Unvested at December 31, 2016
|
|
3,174,533
|
|
|
$
|
38.75
|
|
Granted
|
|
714,018
|
|
|
18.25
|
|
|
Vested
|
|
(1,397,953
|
)
|
|
35.50
|
|
|
Forfeited
|
|
(236,610
|
)
|
|
32.13
|
|
|
Unvested at December 31, 2017
|
|
2,253,988
|
|
|
$
|
35.20
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Number of shares
|
|
395,957
|
|
|
217,184
|
|
|
145,290
|
|
|||
Weighted average price
|
|
$
|
17.28
|
|
|
$
|
17.21
|
|
|
$
|
43.96
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Reconciliation of funded status of plans and the amounts included in the Consolidated Balance Sheets:
|
|
|
|
|
|
|
||
Projected benefit obligations
(1)
|
|
|
|
|
|
|
||
Beginning obligations
|
|
$
|
(1,475
|
)
|
|
$
|
(1,455
|
)
|
Service cost
|
|
(2
|
)
|
|
(2
|
)
|
||
Interest cost
|
|
(62
|
)
|
|
(69
|
)
|
||
Actuarial gain(loss)
|
|
(31
|
)
|
|
(58
|
)
|
||
Benefits paid
|
|
120
|
|
|
109
|
|
||
Special termination benefit costs
|
|
(5
|
)
|
|
—
|
|
||
Ending obligations
|
|
(1,455
|
)
|
|
(1,475
|
)
|
||
Fair value of plans assets
|
|
|
|
|
|
|
||
Beginning plan assets
|
|
786
|
|
|
815
|
|
||
Gain on plan assets
|
|
122
|
|
|
36
|
|
||
Employer contribution
|
|
43
|
|
|
25
|
|
||
Benefits paid
|
|
(101
|
)
|
|
(90
|
)
|
||
Ending plan assets
|
|
850
|
|
|
786
|
|
||
Funded status of plans
|
|
$
|
(605
|
)
|
|
$
|
(689
|
)
|
Amounts recognized in the Consolidated Balance Sheets consist of:
|
|
|
|
|
|
|
||
Other current liability
|
|
$
|
(69
|
)
|
|
$
|
(63
|
)
|
Other long-term liability
|
|
$
|
(536
|
)
|
|
$
|
(626
|
)
|
Accumulated other comprehensive loss
|
|
$
|
266
|
|
|
$
|
322
|
|
SERP Assumptions:
|
|
|
|
|
|
|
||
Discount rate
|
|
3.75
|
%
|
|
4.25
|
%
|
||
Compensation increase rate
|
|
3.00
|
%
|
|
3.00
|
%
|
||
Measurement date
|
|
December 31, 2017
|
|
|
December 31, 2016
|
|
||
DMC Pension Plan Assumptions:
|
|
|
|
|
|
|
||
Discount rate
|
|
4.00
|
%
|
|
4.42
|
%
|
||
Compensation increase rate
|
|
Frozen
|
|
|
Frozen
|
|
||
Measurement date
|
|
December 31, 2017
|
|
|
December 31, 2016
|
|
|
(1)
|
The accumulated benefit obligation at
December 31, 2017
and
2016
was approximately
$1.448 billion
and
$1.461 billion
, respectively.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Service costs
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
3
|
|
Interest costs
|
|
62
|
|
|
69
|
|
|
64
|
|
|||
Expected return on plan assets
|
|
(50
|
)
|
|
(51
|
)
|
|
(57
|
)
|
|||
Amortization of net actuarial loss
|
|
14
|
|
|
12
|
|
|
12
|
|
|||
Net periodic benefit cost
|
|
$
|
28
|
|
|
$
|
32
|
|
|
$
|
22
|
|
SERP Assumptions:
|
|
|
|
|
|
|
|
|
|
|||
Discount rate
|
|
4.25
|
%
|
|
4.75
|
%
|
|
4.25
|
%
|
|||
Long-term rate of return on assets
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|||
Compensation increase rate
|
|
3.00
|
%
|
|
3.00
|
%
|
|
3.00
|
%
|
|||
Measurement date
|
|
January 1, 2017
|
|
|
January 1, 2016
|
|
|
January 1, 2015
|
|
|||
Census date
|
|
January 1, 2017
|
|
|
January 1, 2016
|
|
|
January 1, 2015
|
|
|||
DMC Pension Plan Assumptions:
|
|
|
|
|
|
|
|
|
|
|||
Discount rate
|
|
4.42
|
%
|
|
4.67
|
%
|
|
4.16
|
%
|
|||
Long-term rate of return on assets
|
|
6.50
|
%
|
|
6.50
|
%
|
|
6.50
|
%
|
|||
Compensation increase rate
|
|
Frozen
|
|
|
Frozen
|
|
|
Frozen
|
|
|||
Measurement date
|
|
January 1, 2017
|
|
|
January 1, 2016
|
|
|
January 1, 2015
|
|
|||
Census date
|
|
January 1, 2017
|
|
|
January 1, 2016
|
|
|
January 1, 2015
|
|
Asset Category
|
|
Target
|
|
Actual
|
||
Cash and cash equivalents
|
|
1
|
%
|
|
6
|
%
|
United States government obligations
|
|
1
|
%
|
|
1
|
%
|
Equity securities
|
|
62
|
%
|
|
57
|
%
|
Debt Securities
|
|
36
|
%
|
|
36
|
%
|
|
|
December 31, 2017
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Cash and cash equivalents
|
|
$
|
49
|
|
|
$
|
49
|
|
|
$
|
—
|
|
|
$
|
—
|
|
United States government obligations
|
|
5
|
|
|
5
|
|
|
—
|
|
|
—
|
|
||||
Fixed income funds
|
|
308
|
|
|
308
|
|
|
—
|
|
|
—
|
|
||||
Equity securities
|
|
488
|
|
|
488
|
|
|
—
|
|
|
—
|
|
||||
|
|
$
|
850
|
|
|
$
|
850
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
December 31, 2016
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Cash and cash equivalents
|
|
$
|
60
|
|
|
$
|
60
|
|
|
$
|
—
|
|
|
$
|
—
|
|
United States government obligations
|
|
5
|
|
|
5
|
|
|
—
|
|
|
—
|
|
||||
Fixed income funds
|
|
335
|
|
|
335
|
|
|
—
|
|
|
—
|
|
||||
Equity securities
|
|
386
|
|
|
386
|
|
|
—
|
|
|
—
|
|
||||
|
|
$
|
786
|
|
|
$
|
786
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
Years Ending December 31,
|
|
Five Years
|
||||||||||||||||||||||
|
|
Total
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
||||||||||||||
Estimated benefit payments
|
|
$
|
936
|
|
|
$
|
88
|
|
|
$
|
91
|
|
|
$
|
93
|
|
|
$
|
94
|
|
|
$
|
94
|
|
|
$
|
476
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Land
|
$
|
602
|
|
|
$
|
667
|
|
Buildings and improvements
|
6,837
|
|
|
7,277
|
|
||
Construction in progress
|
109
|
|
|
339
|
|
||
Equipment
|
4,221
|
|
|
4,744
|
|
||
|
11,769
|
|
|
13,027
|
|
||
Accumulated depreciation and amortization
|
(4,739
|
)
|
|
(4,974
|
)
|
||
Net property and equipment
|
$
|
7,030
|
|
|
$
|
8,053
|
|
|
2017
|
|
2016
|
||||
Hospital Operations and other
|
|
|
|
|
|
||
As of January 1:
|
|
|
|
|
|
||
Goodwill
|
$
|
5,803
|
|
|
$
|
5,552
|
|
Accumulated impairment losses
|
(2,430
|
)
|
|
(2,430
|
)
|
||
Total
|
3,373
|
|
|
3,122
|
|
||
Goodwill acquired during the year and purchase price allocation adjustments
|
5
|
|
|
251
|
|
||
Goodwill allocated to assets held for sale
|
(402
|
)
|
|
—
|
|
||
Total
|
$
|
2,976
|
|
|
$
|
3,373
|
|
As of December 31:
|
|
|
|
|
|
||
Goodwill
|
$
|
5,406
|
|
|
$
|
5,803
|
|
Accumulated impairment losses
|
(2,430
|
)
|
|
(2,430
|
)
|
||
Total
|
$
|
2,976
|
|
|
$
|
3,373
|
|
|
2017
|
|
2016
|
||||
Ambulatory Care
|
|
|
|
||||
As of January 1:
|
|
|
|
|
|
||
Goodwill
|
$
|
3,447
|
|
|
$
|
3,243
|
|
Accumulated impairment losses
|
—
|
|
|
—
|
|
||
Total
|
3,447
|
|
|
3,243
|
|
||
Goodwill acquired during the year and purchase price allocation adjustments
|
86
|
|
|
236
|
|
||
Goodwill allocated to assets held for sale
|
(103
|
)
|
|
—
|
|
||
Impact of foreign currency translation
|
7
|
|
|
(32
|
)
|
||
Total
|
$
|
3,437
|
|
|
$
|
3,447
|
|
As of December 31:
|
|
|
|
|
|
||
Goodwill
|
$
|
3,437
|
|
|
$
|
3,447
|
|
Accumulated impairment losses
|
—
|
|
|
—
|
|
||
Total
|
$
|
3,437
|
|
|
$
|
3,447
|
|
|
2017
|
|
2016
|
||||
Conifer
|
|
|
|
|
|
||
As of January 1:
|
|
|
|
|
|
||
Goodwill
|
$
|
605
|
|
|
$
|
605
|
|
Accumulated impairment losses
|
—
|
|
|
—
|
|
||
Total
|
605
|
|
|
605
|
|
||
Goodwill acquired during the year and purchase price allocation adjustments
|
—
|
|
|
—
|
|
||
Total
|
$
|
605
|
|
|
$
|
605
|
|
As of December 31:
|
|
|
|
|
|
||
Goodwill
|
$
|
605
|
|
|
$
|
605
|
|
Accumulated impairment losses
|
—
|
|
|
—
|
|
||
Total
|
$
|
605
|
|
|
$
|
605
|
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
||||||
At December 31, 2017:
|
|
|
|
|
|
|
|
|
|||
Capitalized software costs
|
$
|
1,582
|
|
|
$
|
(754
|
)
|
|
$
|
828
|
|
Trade names
|
102
|
|
|
—
|
|
|
102
|
|
|||
Contracts
|
859
|
|
|
(60
|
)
|
|
799
|
|
|||
Other
|
106
|
|
|
(69
|
)
|
|
37
|
|
|||
Total
|
$
|
2,649
|
|
|
$
|
(883
|
)
|
|
$
|
1,766
|
|
At December 31, 2016:
|
|
|
|
|
|
|
|
|
|||
Capitalized software costs
|
$
|
1,562
|
|
|
$
|
(676
|
)
|
|
$
|
886
|
|
Trade Names
|
106
|
|
|
—
|
|
|
106
|
|
|||
Contracts
|
845
|
|
|
(43
|
)
|
|
802
|
|
|||
Other
|
104
|
|
|
(53
|
)
|
|
51
|
|
|||
Total
|
$
|
2,617
|
|
|
$
|
(772
|
)
|
|
$
|
1,845
|
|
|
Total
|
|
Years Ending December 31,
|
|
Later Years
|
||||||||||||||||||||||
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
||||||||||||||||
Amortization of intangible assets
|
$
|
1,101
|
|
|
$
|
154
|
|
|
$
|
137
|
|
|
$
|
111
|
|
|
$
|
96
|
|
|
$
|
85
|
|
|
$
|
518
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Marketable debt securities
|
$
|
56
|
|
|
$
|
49
|
|
Equity investments in unconsolidated healthcare entities
|
958
|
|
|
935
|
|
||
Total investments
|
1,014
|
|
|
984
|
|
||
Cash surrender value of life insurance policies
|
32
|
|
|
28
|
|
||
Long-term deposits
|
37
|
|
|
34
|
|
||
California provider fee program receivables
|
266
|
|
|
—
|
|
||
Land held for expansion, other long-term receivables and other assets
|
194
|
|
|
204
|
|
||
Investments and other assets
|
$
|
1,543
|
|
|
$
|
1,250
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Adjustments for defined benefit plans
|
$
|
(170
|
)
|
|
$
|
(205
|
)
|
Foreign currency translation adjustments
|
(38
|
)
|
|
(53
|
)
|
||
Unrealized gains on investments
|
$
|
4
|
|
|
$
|
—
|
|
Accumulated other comprehensive loss
|
$
|
(204
|
)
|
|
$
|
(258
|
)
|
|
Balances at
Beginning
of Period
|
|
Litigation and
Investigation
Costs
|
|
Cash
Payments
|
|
Other
|
|
Balances at
End of
Period
|
||||||||||
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Continuing operations
|
$
|
12
|
|
|
$
|
23
|
|
|
$
|
(23
|
)
|
|
$
|
—
|
|
|
$
|
12
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
$
|
12
|
|
|
$
|
23
|
|
|
$
|
(23
|
)
|
|
$
|
—
|
|
|
$
|
12
|
|
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Continuing operations
|
$
|
299
|
|
|
$
|
293
|
|
|
$
|
(582
|
)
|
|
$
|
2
|
|
|
$
|
12
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
$
|
299
|
|
|
$
|
293
|
|
|
$
|
(582
|
)
|
|
$
|
2
|
|
|
$
|
12
|
|
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Continuing operations
|
$
|
73
|
|
|
$
|
291
|
|
|
$
|
(72
|
)
|
|
$
|
7
|
|
|
$
|
299
|
|
Discontinued operations
|
10
|
|
|
(8
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|||||
|
$
|
83
|
|
|
$
|
283
|
|
|
$
|
(74
|
)
|
|
$
|
7
|
|
|
$
|
299
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Balances at beginning of period
|
$
|
2,393
|
|
|
$
|
2,266
|
|
Net income
|
239
|
|
|
230
|
|
||
Distributions paid to noncontrolling interests
|
(128
|
)
|
|
(105
|
)
|
||
Purchase accounting adjustments
|
—
|
|
|
(47
|
)
|
||
Accretion of redeemable noncontrolling interests
|
33
|
|
|
—
|
|
||
Purchases and sales of businesses and noncontrolling interests, net
|
(671
|
)
|
|
49
|
|
||
Balances at end of period
|
$
|
1,866
|
|
|
$
|
2,393
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Current tax expense (benefit):
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
(4
|
)
|
|
$
|
12
|
|
|
$
|
(2
|
)
|
State
|
23
|
|
|
14
|
|
|
28
|
|
|||
|
19
|
|
|
26
|
|
|
26
|
|
|||
Deferred tax expense (benefit):
|
|
|
|
|
|
|
|
|
|||
Federal
|
202
|
|
|
34
|
|
|
24
|
|
|||
State
|
(2
|
)
|
|
7
|
|
|
18
|
|
|||
|
200
|
|
|
41
|
|
|
42
|
|
|||
|
$
|
219
|
|
|
$
|
67
|
|
|
$
|
68
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Tax expense (benefit) at statutory federal rate of 35%
|
$
|
(35
|
)
|
|
$
|
87
|
|
|
$
|
50
|
|
State income taxes, net of federal income tax benefit
|
4
|
|
|
16
|
|
|
18
|
|
|||
Expired state net operating losses, net of federal income tax benefit
|
28
|
|
|
35
|
|
|
11
|
|
|||
Tax attributable to noncontrolling interests
|
(113
|
)
|
|
(106
|
)
|
|
(59
|
)
|
|||
Nondeductible goodwill
|
109
|
|
|
29
|
|
|
22
|
|
|||
Nontaxable gains
|
—
|
|
|
(11
|
)
|
|
(11
|
)
|
|||
Nondeductible litigation costs
|
—
|
|
|
37
|
|
|
44
|
|
|||
Nondeductible acquisition costs
|
1
|
|
|
1
|
|
|
4
|
|
|||
Nondeductible health insurance provider fee
|
—
|
|
|
2
|
|
|
2
|
|
|||
Impact of decrease in federal tax rate on deferred taxes
|
246
|
|
|
—
|
|
|
—
|
|
|||
Reversal of permanent reinvestment assumption for foreign subsidiary
|
(30
|
)
|
|
—
|
|
|
—
|
|
|||
Stock based compensation tax deficiencies
|
15
|
|
|
—
|
|
|
—
|
|
|||
Changes in valuation allowance (including impact of decrease in federal tax rate)
|
—
|
|
|
(25
|
)
|
|
4
|
|
|||
Change in tax contingency reserves, including interest
|
(6
|
)
|
|
(9
|
)
|
|
7
|
|
|||
Amendment of prior-year tax returns
|
—
|
|
|
—
|
|
|
(17
|
)
|
|||
Prior-year provision to return adjustments and other changes in deferred taxes
|
4
|
|
|
12
|
|
|
(12
|
)
|
|||
Other items
|
(4
|
)
|
|
(1
|
)
|
|
5
|
|
|||
|
$
|
219
|
|
|
$
|
67
|
|
|
$
|
68
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
Depreciation and fixed-asset differences
|
$
|
—
|
|
|
$
|
411
|
|
|
$
|
—
|
|
|
$
|
683
|
|
Reserves related to discontinued operations and restructuring charges
|
15
|
|
|
—
|
|
|
13
|
|
|
—
|
|
||||
Receivables (doubtful accounts and adjustments)
|
134
|
|
|
—
|
|
|
231
|
|
|
—
|
|
||||
Deferred gain on debt exchanges
|
—
|
|
|
6
|
|
|
—
|
|
|
21
|
|
||||
Accruals for retained insurance risks
|
225
|
|
|
—
|
|
|
351
|
|
|
—
|
|
||||
Intangible assets
|
—
|
|
|
330
|
|
|
—
|
|
|
548
|
|
||||
Other long-term liabilities
|
97
|
|
|
—
|
|
|
141
|
|
|
—
|
|
||||
Benefit plans
|
268
|
|
|
—
|
|
|
457
|
|
|
—
|
|
||||
Other accrued liabilities
|
42
|
|
|
—
|
|
|
60
|
|
|
—
|
|
||||
Investments and other assets
|
—
|
|
|
79
|
|
|
—
|
|
|
130
|
|
||||
Net operating loss carryforwards
|
399
|
|
|
—
|
|
|
653
|
|
|
—
|
|
||||
Stock-based compensation
|
27
|
|
|
—
|
|
|
45
|
|
|
—
|
|
||||
Other items
|
142
|
|
|
32
|
|
|
118
|
|
|
23
|
|
||||
|
1,349
|
|
|
858
|
|
|
2,069
|
|
|
1,405
|
|
||||
Valuation allowance
|
(72
|
)
|
|
—
|
|
|
(72
|
)
|
|
—
|
|
||||
|
$
|
1,277
|
|
|
$
|
858
|
|
|
$
|
1,997
|
|
|
$
|
1,405
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Deferred income tax assets
|
$
|
455
|
|
|
$
|
871
|
|
Deferred tax liabilities
|
(36
|
)
|
|
(279
|
)
|
||
Net deferred tax asset
|
$
|
419
|
|
|
$
|
592
|
|
|
Continuing
Operations
|
|
Discontinued
Operations
|
|
Total
|
||||||||
Balance At December 31, 2014
|
$
|
38
|
|
|
$
|
—
|
|
|
$
|
38
|
|
||
Additions for prior-year tax positions
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Additions for current-year tax positions
|
5
|
|
|
—
|
|
|
5
|
|
|||||
Reductions due to a lapse of statute of limitations
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||||
Balance At December 31, 2015
|
$
|
40
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
40
|
|
Additions for prior-year tax positions
|
2
|
|
|
—
|
|
|
2
|
|
|||||
Additions for current-year tax positions
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Reductions due to a lapse of statute of limitations
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
|||||
Balance At December 31, 2016
|
$
|
35
|
|
|
$
|
—
|
|
|
$
|
35
|
|
||
Additions for prior-year tax positions
|
31
|
|
|
—
|
|
|
31
|
|
|||||
Reductions for tax positions of prior years
|
(15
|
)
|
|
—
|
|
|
(15
|
)
|
|||||
Additions for current-year tax positions
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Reductions due to a lapse of statute of limitations
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||||
Balance At December 31, 2017
|
$
|
46
|
|
|
$
|
—
|
|
|
$
|
46
|
|
|
Net Loss Attributable
to Common
Shareholders
(Numerator)
|
|
Weighted
Average Shares
(Denominator)
|
|
Per-Share
Amount
|
||||||
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|||
Net loss attributable to Tenet Healthcare Corporation common shareholders for basic loss per share
|
$
|
(704
|
)
|
|
100,592
|
|
|
$
|
(7.00
|
)
|
|
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
|
$
|
(704
|
)
|
|
$
|
100,592
|
|
|
$
|
(7.00
|
)
|
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|||
Net loss attributable to Tenet Healthcare Corporation common shareholders for basic loss per share
|
$
|
(187
|
)
|
|
99,321
|
|
|
$
|
(1.88
|
)
|
|
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
|
$
|
(187
|
)
|
|
$
|
99,321
|
|
|
$
|
(1.88
|
)
|
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
|||
Net loss attributable to Tenet Healthcare Corporation common shareholders for basic earnings per share
|
$
|
(142
|
)
|
|
99,167
|
|
|
$
|
(1.43
|
)
|
|
Effect of dilutive stock options, restricted stock units and deferred compensation units
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net loss attributable to Tenet Healthcare Corporation common shareholders for diluted earnings per share
|
$
|
(142
|
)
|
|
$
|
99,167
|
|
|
$
|
(1.43
|
)
|
Investments
|
|
December 31, 2017
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Marketable debt securities — noncurrent
|
|
$
|
56
|
|
|
$
|
42
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
|
$
|
56
|
|
|
$
|
42
|
|
|
$
|
14
|
|
|
$
|
—
|
|
Investments
|
|
December 31, 2016
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Marketable debt securities — noncurrent
|
|
$
|
49
|
|
|
$
|
23
|
|
|
$
|
26
|
|
|
$
|
—
|
|
|
|
$
|
49
|
|
|
$
|
23
|
|
|
$
|
26
|
|
|
$
|
—
|
|
|
|
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
|
|
$
|
456
|
|
|
$
|
—
|
|
|
$
|
456
|
|
|
$
|
—
|
|
Long-lived assets held and used
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other than temporarily impaired equity method investments
|
|
$
|
113
|
|
|
$
|
—
|
|
|
$
|
113
|
|
|
$
|
—
|
|
|
|
December 31, 2016
|
|
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 and used
|
|
163
|
|
|
$
|
—
|
|
|
$
|
163
|
|
|
$
|
—
|
|
|
Other than temporarily impaired equity method investments
|
|
$
|
27
|
|
|
$
|
—
|
|
|
$
|
27
|
|
|
$
|
—
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Current assets
|
$
|
7
|
|
|
$
|
51
|
|
|
$
|
457
|
|
Property and equipment
|
9
|
|
|
38
|
|
|
1,059
|
|
|||
Other intangible assets
|
8
|
|
|
7
|
|
|
361
|
|
|||
Goodwill
|
91
|
|
|
464
|
|
|
3,374
|
|
|||
Other long-term assets
|
(3
|
)
|
|
(56
|
)
|
|
557
|
|
|||
Current liabilities
|
(8
|
)
|
|
(30
|
)
|
|
(443
|
)
|
|||
Deferred taxes — long term
|
—
|
|
|
—
|
|
|
(128
|
)
|
|||
Other long-term liabilities
|
(2
|
)
|
|
(15
|
)
|
|
(2,146
|
)
|
|||
Redeemable noncontrolling interests in equity of consolidated subsidiaries
|
(29
|
)
|
|
(190
|
)
|
|
(1,974
|
)
|
|||
Noncontrolling interests
|
(18
|
)
|
|
(119
|
)
|
|
(147
|
)
|
|||
Cash paid, net of cash acquired
|
(50
|
)
|
|
(117
|
)
|
|
(940
|
)
|
|||
Gains on consolidations
|
$
|
5
|
|
|
$
|
33
|
|
|
$
|
30
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net operating revenues
|
$
|
19,179
|
|
|
$
|
19,621
|
|
|
$
|
19,018
|
|
Equity in earnings of unconsolidated affiliates
|
$
|
144
|
|
|
$
|
131
|
|
|
$
|
143
|
|
Net loss attributable to common shareholders
|
$
|
(704
|
)
|
|
$
|
(192
|
)
|
|
$
|
(171
|
)
|
Loss per share attributable to common shareholders
|
$
|
(7.00
|
)
|
|
$
|
(1.93
|
)
|
|
$
|
(1.73
|
)
|
|
December 31,
2017 |
|
December 31,
2016 |
|
December 31,
2015 |
||||||
Assets:
|
|
|
|
|
|
|
|
||||
Hospital Operations and other
|
$
|
16,466
|
|
|
$
|
17,871
|
|
|
$
|
17,353
|
|
Ambulatory Care
|
5,822
|
|
|
5,722
|
|
|
5,159
|
|
|||
Conifer
|
1,097
|
|
|
1,108
|
|
|
1,170
|
|
|||
Total
|
$
|
23,385
|
|
|
$
|
24,701
|
|
|
$
|
23,682
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Capital expenditures:
|
|
|
|
|
|
|
|
|
|||
Hospital Operations and other
|
$
|
625
|
|
|
$
|
799
|
|
|
$
|
786
|
|
Ambulatory Care
|
60
|
|
|
51
|
|
|
28
|
|
|||
Conifer
|
22
|
|
|
25
|
|
|
28
|
|
|||
Total
|
$
|
707
|
|
|
$
|
875
|
|
|
$
|
842
|
|
|
|
|
|
|
|
||||||
Net operating revenues:
|
|
|
|
|
|
|
|
|
|||
Hospital Operations and other
|
$
|
16,260
|
|
|
$
|
16,904
|
|
|
$
|
16,928
|
|
Ambulatory Care
|
1,940
|
|
|
1,797
|
|
|
959
|
|
|||
Conifer
|
|
|
|
|
|
|
|
|
|||
Tenet
|
618
|
|
|
651
|
|
|
666
|
|
|||
Other clients
|
979
|
|
|
920
|
|
|
747
|
|
|||
Total Conifer revenues
|
1,597
|
|
|
1,571
|
|
|
1,413
|
|
|||
Intercompany eliminations
|
(618
|
)
|
|
(651
|
)
|
|
(666
|
)
|
|||
Total
|
$
|
19,179
|
|
|
$
|
19,621
|
|
|
$
|
18,634
|
|
|
|
|
|
|
|
||||||
Equity in earnings of unconsolidated affiliates:
|
|
|
|
|
|
|
|
|
|||
Hospital Operations and other
|
$
|
4
|
|
|
$
|
9
|
|
|
$
|
16
|
|
Ambulatory Care
|
140
|
|
|
122
|
|
|
83
|
|
|||
Total
|
$
|
144
|
|
|
$
|
131
|
|
|
$
|
99
|
|
|
|
|
|
|
|
||||||
Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|||
Hospital Operations and other
|
$
|
1,462
|
|
|
$
|
1,586
|
|
|
$
|
1,657
|
|
Ambulatory Care
|
699
|
|
|
615
|
|
|
358
|
|
|||
Conifer
|
283
|
|
|
277
|
|
|
265
|
|
|||
Total
|
$
|
2,444
|
|
|
$
|
2,478
|
|
|
$
|
2,280
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization:
|
|
|
|
|
|
|
|
|
|||
Hospital Operations and other
|
$
|
736
|
|
|
$
|
709
|
|
|
$
|
702
|
|
Ambulatory Care
|
84
|
|
|
91
|
|
|
46
|
|
|||
Conifer
|
50
|
|
|
50
|
|
|
49
|
|
|||
Total
|
$
|
870
|
|
|
$
|
850
|
|
|
$
|
797
|
|
|
|
|
|
|
|
||||||
Adjusted EBITDA
|
$
|
2,444
|
|
|
$
|
2,478
|
|
|
$
|
2,280
|
|
Loss from divested and closed businesses
(i.e., the Company’s health plan businesses) |
(41
|
)
|
|
(37
|
)
|
|
17
|
|
|||
Depreciation and amortization
|
(870
|
)
|
|
(850
|
)
|
|
(797
|
)
|
|||
Impairment and restructuring charges, and acquisition-related costs
|
(541
|
)
|
|
(202
|
)
|
|
(318
|
)
|
|||
Litigation and investigation costs
|
(23
|
)
|
|
(293
|
)
|
|
(291
|
)
|
|||
Interest expense
|
(1,028
|
)
|
|
(979
|
)
|
|
(912
|
)
|
|||
Loss from early extinguishment of debt
|
(164
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Other non-operating expense, net
|
(22
|
)
|
|
(20
|
)
|
|
(20
|
)
|
|||
Gains on sales, consolidation and deconsolidation of facilities
|
144
|
|
|
151
|
|
|
186
|
|
|||
Income (loss) from continuing operations, before income taxes
|
$
|
(101
|
)
|
|
$
|
248
|
|
|
$
|
144
|
|
|
Year Ended December 31, 2017
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
Net operating revenues
|
$
|
4,813
|
|
|
$
|
4,802
|
|
|
$
|
4,586
|
|
|
$
|
4,978
|
|
Net income (loss)
|
$
|
36
|
|
|
$
|
32
|
|
|
$
|
(289
|
)
|
|
$
|
(99
|
)
|
Net loss attributable to Tenet Healthcare Corporation common shareholders
|
$
|
(53
|
)
|
|
$
|
(55
|
)
|
|
$
|
(367
|
)
|
|
$
|
(229
|
)
|
Loss per share attributable to Tenet Healthcare Corporation common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
(0.53
|
)
|
|
$
|
(0.55
|
)
|
|
$
|
(3.64
|
)
|
|
$
|
(2.27
|
)
|
Diluted
|
$
|
(0.53
|
)
|
|
$
|
(0.55
|
)
|
|
$
|
(3.64
|
)
|
|
$
|
(2.27
|
)
|
|
Year Ended December 31, 2016
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
Net operating revenues
|
$
|
5,044
|
|
|
$
|
4,868
|
|
|
$
|
4,849
|
|
|
$
|
4,860
|
|
Net income
|
$
|
34
|
|
|
$
|
39
|
|
|
$
|
80
|
|
|
$
|
23
|
|
Net loss attributable to Tenet Healthcare Corporation common shareholders
|
$
|
(59
|
)
|
|
$
|
(46
|
)
|
|
$
|
(8
|
)
|
|
$
|
(79
|
)
|
Loss per share attributable to Tenet Healthcare Corporation common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
(0.60
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
(0.79
|
)
|
Diluted
|
$
|
(0.60
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
(0.79
|
)
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
(2
|
)
|
|
Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
|
|
|
|
|
|
|
|
|
(a)
|
||
|
|
|
|
|
(3
|
)
|
|
Articles of Incorporation and Bylaws
|
|
|
|
|
|
|
|
|
(a)
|
|
|
|
|
|
|
|
|
|
(b)
|
|
|
|
|
|
|
|
|
|
(c)
|
|
|
|
|
|
|
|
|
|
(d)
|
|
|
|
|
|
|
|
(4
|
)
|
|
Instruments Defining the Rights of Security Holders, Including Indentures
|
|
|
|
|
|
|
|
|
(a)
|
||
|
|
|
|
|
|
|
(b)
|
|
|
|
|
|
|
|
|
|
(c)
|
||
|
|
|
|
|
|
|
(d)
|
|
|
|
|
|
|
|
|
|
(e)
|
|
|
|
|
|
|
|
|
|
(f)
|
||
|
|
|
|
|
|
|
(g)
|
|
|
|
|
|
|
|
|
|
|
|
|
(h)
|
|
|
|
|
|
|
|
(i)
|
|
|
|
|
|
|
|
(j)
|
|
|
|
|
|
|
|
(k)
|
|
|
|
|
|
|
|
(l)
|
|
|
|
|
|
|
|
(m)
|
|
|
|
|
|
|
|
(n)
|
|
|
|
|
|
|
|
(o)
|
|
|
|
|
|
|
|
(p)
|
|
|
|
|
|
|
|
(q)
|
|
|
|
|
|
|
|
(r)
|
|
|
|
|
|
|
|
(s)
|
|
|
|
|
|
|
|
(t)
|
|
|
|
|
|
|
|
|
|
|
|
|
(u)
|
||
|
|
|
|
|
(10
|
)
|
|
Material Contracts
|
|
|
|
|
|
|
|
|
(a)
|
|
|
|
|
|
|
|
|
|
(b)
|
|
|
|
|
|
|
|
|
|
(c)
|
|
|
|
|
|
|
|
|
|
(d)
|
|
|
|
|
|
|
|
|
|
(e)
|
|
|
|
|
|
|
|
|
|
(f)
|
|
|
|
|
|
|
|
|
|
(g)
|
|
|
|
|
|
|
|
|
|
(h)
|
|
|
|
|
|
|
|
|
|
(i)
|
|
|
|
|
|
|
|
|
|
(j)
|
|
|
|
|
|
|
|
|
(k)
|
|
|
|
|
|
|
|
(l)
|
|
|
|
|
|
|
|
(m)
|
|
|
|
|
|
|
|
(n)
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(mm)
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TENET HEALTHCARE CORPORATION
(Registrant)
|
Date: February 26, 2018
|
By:
|
/s/ R. SCOTT RAMSEY
|
|
|
R. Scott Ramsey
Vice President and Controller
(Principal Accounting Officer)
|
Date: February 26, 2018
|
By:
|
/s/ RONALD A. RITTENMEYER
|
|
|
Ronald A. Rittenmeyer
Executive Chairman and Chief Executive Officer
(Principal Executive Officer)
|
Date: February 26, 2018
|
By:
|
/s/ DANIEL J. CANCELMI
|
|
|
Daniel J. Cancelmi
Chief Financial Officer
(Principal Financial Officer)
|
Date: February 26, 2018
|
By:
|
/s/ R. SCOTT RAMSEY
|
|
|
R. Scott Ramsey
Vice President and Controller
(Principal Accounting Officer)
|
Date: February 26, 2018
|
By:
|
/s/ JAMES L. BIERMAN
|
|
|
James L. Bierman
Director
|
Date: February 26, 2018
|
By:
|
/s/ JOHN P. BYRNES
|
|
|
John P. Byrnes
Director
|
Date: February 26, 2018
|
By:
|
/s/ RICHARD FISHER
|
|
|
Richard Fisher
Director
|
Date: February 26, 2018
|
By:
|
/s/ BRENDA J. GAINES
|
|
|
Brenda J. Gaines
Director
|
Date: February 26, 2018
|
By:
|
/s/ KAREN M. GARRISON
|
|
|
Karen M. Garrison
Director
|
Date: February 26, 2018
|
By:
|
/s/ EDWARD A. KANGAS
|
|
|
Edward A. Kangas
Director
|
Date: February 26, 2018
|
By:
|
/s/ J. ROBERT KERREY
|
|
|
J. Robert Kerrey
Director
|
Date: February 26, 2018
|
By:
|
/s/ RICHARD MARK
|
|
|
Richard Mark
Director
|
Date: February 26, 2018
|
By:
|
/s/ RICHARD R. PETTINGILL
|
|
|
Richard R. Pettingill
Director |
Date: February 26, 2018
|
By:
|
/s/ TAMMY ROMO
|
|
|
Tammy Romo
Director
|
Date: February 26, 2018
|
By:
|
/s/ PETER M. WILVER
|
|
|
Peter M. Wilver
Director
|
|
|
|
Additions Charged To:
|
|
|
|
|
||||||||||||
|
Balance at
Beginning
of Period
|
|
Costs and
Expenses
(1)(2)
|
|
Deductions
(3)
|
|
Other
Items
(4)
|
|
Balance at
End of
Period
|
||||||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Year ended December 31, 2017
|
$
|
1,031
|
|
|
$
|
1,434
|
|
|
$
|
(1,445
|
)
|
|
$
|
(122
|
)
|
|
$
|
898
|
|
Year ended December 31, 2016
|
$
|
887
|
|
|
$
|
1,451
|
|
|
$
|
(1,307
|
)
|
|
$
|
—
|
|
|
$
|
1,031
|
|
Year ended December 31, 2015
|
$
|
852
|
|
|
$
|
1,480
|
|
|
$
|
(1,388
|
)
|
|
$
|
(57
|
)
|
|
$
|
887
|
|
Valuation allowance for deferred tax assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Year ended December 31, 2017
|
$
|
72
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
72
|
|
Year ended December 31, 2016
|
$
|
96
|
|
|
$
|
(24
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
72
|
|
Year ended December 31, 2015
|
$
|
87
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
96
|
|
|
(1)
|
Includes amounts recorded in discontinued operations.
|
(2)
|
Before considering recoveries on accounts or notes previously written off.
|
(3)
|
Accounts written off.
|
(4)
|
Acquisition and divestiture activity.
|
|
2017
|
|
2016
|
||||
REVENUES:
|
|
|
|
|
|||
Net patient service revenue
|
$
|
960,827
|
|
|
$
|
881,897
|
|
Other income
|
3,038
|
|
|
7,886
|
|
||
Total revenues
|
963,865
|
|
|
889,783
|
|
||
|
|
|
|
||||
EQUITY IN EARNINGS OF UNCONSOLIDATED AFFILIATES (Note 3)
|
3,965
|
|
|
3,861
|
|
||
|
|
|
|
||||
OPERATING EXPENSES:
|
|
|
|
|
|||
Salaries, benefits, and other employee costs
|
212,373
|
|
|
198,257
|
|
||
Medical services and supplies
|
236,711
|
|
|
220,279
|
|
||
Management and royalty fees (Note 8)
|
36,579
|
|
|
34,174
|
|
||
Professional fees
|
5,113
|
|
|
5,803
|
|
||
Purchased services
|
39,310
|
|
|
36,209
|
|
||
Other operating expenses
|
99,511
|
|
|
93,867
|
|
||
Provision for doubtful accounts
|
22,503
|
|
|
21,739
|
|
||
Impairment loss
|
—
|
|
|
5,667
|
|
||
Depreciation and amortization
|
27,735
|
|
|
29,091
|
|
||
Total operating expenses
|
679,835
|
|
|
645,086
|
|
||
Operating income
|
287,995
|
|
|
248,558
|
|
||
|
|
|
|
||||
NONOPERATING INCOME (EXPENSES):
|
|
|
|
|
|||
Interest expense
|
(13,711
|
)
|
|
(14,028
|
)
|
||
Interest income (Note 8)
|
492
|
|
|
364
|
|
||
Other expense, net
|
(1,825
|
)
|
|
(350
|
)
|
||
Net income before income taxes
|
272,951
|
|
|
234,544
|
|
||
|
|
|
|
||||
INCOME TAXES
|
(5,136
|
)
|
|
(3,858
|
)
|
||
Net income
|
267,815
|
|
|
230,686
|
|
||
|
|
|
|
||||
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS – Redeemable
|
(134,905
|
)
|
|
(117,018
|
)
|
||
|
|
|
|
|
|||
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS – Nonredeemable
|
(6,822
|
)
|
|
(4,958
|
)
|
||
Net income attributable to THVG
|
$
|
126,088
|
|
|
$
|
108,710
|
|
|
|
|
Members’ Equity
|
|
|
||||||||||||||
|
Equity
|
|
USP
|
|
BUMC
|
|
Members’
Equity
|
|
Noncontrolling
Interests -
Nonredeemable
|
||||||||||
Balance at June 30, 2015
|
$
|
253,720
|
|
|
$
|
115,909
|
|
|
$
|
116,374
|
|
|
$
|
232,283
|
|
|
$
|
21,437
|
|
Net income
|
113,668
|
|
|
54,246
|
|
|
54,464
|
|
|
108,710
|
|
|
4,958
|
|
|||||
Distributions to members
|
(105,054
|
)
|
|
(50,121
|
)
|
|
(50,321
|
)
|
|
(100,442
|
)
|
|
(4,612
|
)
|
|||||
Contributions from members
|
8,912
|
|
|
4,447
|
|
|
4,465
|
|
|
8,912
|
|
|
—
|
|
|||||
Purchase of noncontrolling interests
|
(811
|
)
|
|
(400
|
)
|
|
(401
|
)
|
|
(801
|
)
|
|
(10
|
)
|
|||||
Sale of noncontrolling interests
|
(914
|
)
|
|
(1,113
|
)
|
|
(1,116
|
)
|
|
(2,229
|
)
|
|
1,315
|
|
|||||
Balance at June 30, 2016
|
269,521
|
|
|
122,968
|
|
|
123,465
|
|
|
246,433
|
|
|
23,088
|
|
|||||
Net income
|
132,910
|
|
|
62,918
|
|
|
63,170
|
|
|
126,088
|
|
|
6,822
|
|
|||||
Distributions to members
|
(128,882
|
)
|
|
(60,778
|
)
|
|
(61,022
|
)
|
|
(121,800
|
)
|
|
(7,082
|
)
|
|||||
Contributions from members
|
13,571
|
|
|
6,772
|
|
|
6,799
|
|
|
13,571
|
|
|
-
|
|
|||||
Purchase of noncontrolling interests
|
(1,160
|
)
|
|
(718
|
)
|
|
(720
|
)
|
|
(1,438
|
)
|
|
278
|
|
|||||
Sale of noncontrolling interests
|
2,406
|
|
|
451
|
|
|
453
|
|
|
904
|
|
|
1,502
|
|
|||||
Balance at June 30, 2017
|
$
|
288,366
|
|
|
$
|
131,613
|
|
|
$
|
132,145
|
|
|
$
|
263,758
|
|
|
$
|
24,608
|
|
|
2017
|
|
2016
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|||
Net income
|
$
|
267,815
|
|
|
$
|
230,686
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|||
Provision for doubtful accounts
|
22,503
|
|
|
21,739
|
|
||
Depreciation and amortization
|
27,735
|
|
|
29,091
|
|
||
Amortization of debt issue costs
|
5
|
|
|
7
|
|
||
Equity in earnings of unconsolidated affiliates, net of distributions received
|
645
|
|
|
(232
|
)
|
||
Loss on fixed asset impairment
|
—
|
|
|
5,667
|
|
||
Loss (gain) on sale of assets
|
405
|
|
|
(67
|
)
|
||
Changes in operating assets and liabilities, net of effects from purchases of new businesses:
|
|
|
|
|
|||
Increase in patient receivables
|
(24,773
|
)
|
|
(36,666
|
)
|
||
Increase in supplies, prepaids, and other assets
|
(962
|
)
|
|
(4,937
|
)
|
||
Increase in accounts payable, accrued expenses, and other liabilities
|
8,693
|
|
|
13,348
|
|
||
Net cash provided by operating activities
|
302,066
|
|
|
258,636
|
|
||
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|||
Purchases of new businesses and equity interests, net of cash received of $0 and $135 for 2017 and 2016, respectively
|
(3,853
|
)
|
|
(9,171
|
)
|
||
Purchases of property and equipment
|
(16,905
|
)
|
|
(17,207
|
)
|
||
Sale of property and equipment
|
1,233
|
|
|
160
|
|
||
Change in deposits and notes receivables
|
(5
|
)
|
|
9
|
|
||
Change in funds due from United Surgical Partners, Inc.
|
(10,416
|
)
|
|
(12,794
|
)
|
||
Net cash used in investing activities
|
(29,946
|
)
|
|
(39,003
|
)
|
||
|
|
|
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|||
Proceeds from debt obligations
|
$
|
278
|
|
|
$
|
4,624
|
|
Payments on debt obligations
|
(13,786
|
)
|
|
(14,186
|
)
|
||
Distributions to noncontrolling interest owners
|
(144,455
|
)
|
|
(114,380
|
)
|
||
Purchases of noncontrolling interests
|
(5,447
|
)
|
|
(3,861
|
)
|
||
Sales of noncontrolling interests
|
18,445
|
|
|
2,272
|
|
||
Contribution from members
|
—
|
|
|
8,912
|
|
||
Distributions to members
|
(121,800
|
)
|
|
(100,442
|
)
|
||
Net cash used in financing activities
|
(266,765
|
)
|
|
(217,061
|
)
|
||
|
|
|
|
||||
INCREASE IN CASH
|
5,355
|
|
|
2,572
|
|
||
CASH, beginning of period
|
14,602
|
|
|
12,030
|
|
||
CASH, end of period
|
$
|
19,957
|
|
|
$
|
14,602
|
|
|
|
|
|
||||
SUPPLEMENTAL INFORMATION:
|
|
|
|
|
|||
Cash paid for interest
|
$
|
13,767
|
|
|
$
|
14,035
|
|
Cash paid for income taxes
|
$
|
4,525
|
|
|
$
|
3,779
|
|
|
|
|
|
||||
Noncash transactions:
|
|
|
|
|
|||
Assets acquired under capital leases
|
$
|
4,791
|
|
|
$
|
3,232
|
|
Increase in accounts payable due to property and equipment received but not paid
|
$
|
44
|
|
|
$
|
427
|
|
Centennial acquisition
|
$
|
13,571
|
|
|
$
|
—
|
|
Restricted cash borrowed
|
$
|
9,960
|
|
|
$
|
—
|
|
Restricted cash used for purchases of equipment
|
$
|
—
|
|
|
$
|
280
|
|
Restricted cash used for payments on debt obligations
|
$
|
—
|
|
|
$
|
2,089
|
|
|
2017
|
|
2016
|
||
Commercial and managed care providers
|
56
|
%
|
|
64
|
%
|
Government-related programs
|
35
|
%
|
|
24
|
%
|
Self-pay patients
|
9
|
%
|
|
12
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Estimated
Useful Lives
|
|
2017
|
|
2016
|
|||||
Land
|
—
|
|
|
$
|
607
|
|
|
$
|
607
|
|
Buildings and leasehold improvements
|
5-25 years
|
|
|
193,489
|
|
|
186,242
|
|
||
Equipment
|
3-15 years
|
|
|
161,244
|
|
|
162,472
|
|
||
Furniture and fixtures
|
5-15 years
|
|
|
8,495
|
|
|
8,640
|
|
||
Construction in progress
|
|
|
|
1,368
|
|
|
2,809
|
|
||
|
|
|
|
365,203
|
|
|
360,770
|
|
||
Less accumulated depreciation
|
|
|
|
(210,435
|
)
|
|
(200,062
|
)
|
||
Net property and equipment
|
|
|
|
$
|
154,768
|
|
|
$
|
160,708
|
|
|
2017
|
|
2016
|
||||
Buildings
|
$
|
112,401
|
|
|
$
|
119,032
|
|
Equipment and furniture
|
218
|
|
|
—
|
|
||
|
112,619
|
|
|
119,032
|
|
||
Less accumulated depreciation
|
(52,629
|
)
|
|
(50,917
|
)
|
||
Net property and equipment under capital leases
|
$
|
59,990
|
|
|
$
|
68,115
|
|
Legal Name
|
Facility
|
City
|
Percentage Owned
|
|||
June 30,
2017
|
June 30,
2016
|
|||||
Consolidated subsidiaries
(1)
:
|
|
|
|
|
|
|
DeSoto Surgicare, Ltd.
|
North Texas Surgery Center
|
Desoto
|
52.1
|
%
|
52.1
|
%
|
Metroplex Surgicare Partners, Ltd.
|
Baylor Surgicare at Bedford
|
Bedford
|
65.8
|
|
65.8
|
|
Baylor Surgicare at North Dallas, LLC
|
Baylor Surgicare at North Dallas
|
Dallas
|
56.6
|
|
56.6
|
|
Fort Worth Surgicare Partners, Ltd.
|
Baylor Surgical Hospital of Fort Worth
|
Fort Worth
|
50.1
|
|
50.9
|
|
Denton Surgicare Partners, Ltd.
|
Baylor Surgicare at Denton
|
Denton
|
50.5
|
|
51.0
|
|
Garland Surgicare Partners, Ltd.
|
Baylor Surgicare at Garland
|
Garland
|
50.1
|
|
50.1
|
|
University Surgical Partners of Dallas, L.L.P.
(2)
|
N/A
|
Dallas
|
66.5
|
|
66.2
|
|
Dallas Surgical Partners, L.L.C.
|
Baylor Surgicare
|
Dallas
|
58.9
|
|
58.6
|
|
MSH Partners, L.L.C.
|
Baylor Medical Center at Uptown
|
Dallas
|
33.5
|
|
33.4
|
|
North Central Surgical Center, L.L.P.
|
North Central Surgery Center
|
Dallas
|
33.4
|
|
33.8
|
|
Grapevine Surgicare Partners, Ltd.
|
Baylor Surgicare at Grapevine
|
Grapevine
|
55.2
|
|
56.8
|
|
Frisco Medical Center, L.L.P.
|
Baylor Scott & White Medical Center - Frisco
|
Frisco
|
50.4
|
|
50.3
|
|
Physicians Center of Fort Worth, L.L.P.
|
Baylor Surgicare at Fort Worth I & II
|
Fort Worth
|
54.1
|
|
53.9
|
|
Bellaire Outpatient Surgery Center, L.L.P.
|
Baylor Surgicare at Oakmont
|
Fort Worth
|
52.0
|
|
50.1
|
|
Legal Name
|
Facility
|
City
|
Percentage Owned
|
|||
June 30,
2017
|
June 30,
2016
|
|||||
Park Cities Surgery Center, L.L.C.
|
Park Cities Surgery Center
|
Dallas
|
50.1
|
|
50.1
|
|
Trophy Club Medical Center, L.P.
|
Baylor Medical Center at Trophy Club
|
Fort Worth
|
50.3
|
|
50.1
|
|
Rockwall/Heath Surgery Center, L.L.P.
|
Baylor Surgicare at Heath
|
Heath
|
61.9
|
|
59.2
|
|
North Garland Surgery Center, L.L.P.
|
Baylor Surgicare at North Garland
|
Garland
|
52.1
|
|
52.1
|
|
Rockwall Ambulatory Surgery Center, L.L.P.
|
Rockwall Surgery Center
|
Rockwall
|
53.3
|
|
53.3
|
|
Baylor Surgicare at Plano, L.L.C.
|
Baylor Surgicare at Plano
|
Plano
|
50.1
|
|
50.1
|
|
Arlington Orthopedic and Spine Hospitals, LLC
|
Baylor Orthopedic and Spine Hospital at Arlington
|
Arlington
|
50.1
|
|
50.1
|
|
Baylor Surgicare at Granbury, LLC
|
Baylor Surgicare at Granbury
|
Granbury
|
51.2
|
|
50.6
|
|
Metrocrest Surgery Center, L.L.C.
|
Baylor Surgicare at Carrollton
|
Carrollton
|
53.5
|
|
51.0
|
|
Baylor Surgicare at Mansfield, L.L.C.
|
Baylor Surgicare at Mansfield
|
Mansfield
|
50.1
|
|
50.3
|
|
Tuscan Surgery Center, L.L.C.
|
Tuscan Surgery Center at Las Colinas
|
Las Colinas
|
57.3
|
|
51.0
|
|
Lone Star Endoscopy Center, L.L.C.
|
Lone Star Endoscopy
|
Keller
|
51.0
|
|
51.0
|
|
Baylor Surgicare at Plano Parkway, L.L.C.
|
Baylor Surgicare at Plano Parkway
|
Plano
|
51.0
|
|
51.0
|
|
Texas Endoscopy Centers, LLC
|
Texas Endoscopy
|
Plano/Allen
|
51.0
|
|
51.0
|
|
Heritage Park Surgical Hospital, LLC
|
Baylor Scott & White Surgical Hospital - Sherman
|
Sherman
|
52.5
|
|
52.3
|
|
Centennial ASC, LLC
|
Frisco Centennial Surgery Center
|
Frisco
|
50.4
|
|
—
|
|
Baylor Surgicare at Baylor Plano, LLC
|
Baylor Plano Campus
|
Plano
|
50.1
|
|
—
|
|
Unconsolidated affiliates:
|
|
|
|
|
|
|
Denton Surgicare Real Estate, Ltd.
(3)
|
|
n/a
|
49.0
|
|
49.0
|
|
Irving-Coppell Surgical Hospital, L.L.P.
|
Irving-Coppell Surgical Hospital
|
Irving
|
19.6
|
|
18.3
|
|
MCSH Real Estate Investors, Ltd.
(3)
|
|
n/a
|
2.0
|
|
2.0
|
|
|
1.
|
List excludes holding companies, which are wholly-owned by the Company and hold the Company’s investments in the Facilities.
|
2.
|
Partnership that has investment in North Central Surgical Center, Baylor Surgicare, and Baylor Medical Center at Uptown.
|
3.
|
These entities are not surgical facilities and do not have ownership in any surgical facilities.
|
|
Centennial
|
|
PSC
|
||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
135
|
|
Current assets
|
3,690
|
|
|
631
|
|
||
Long-term assets
|
1,079
|
|
|
140
|
|
||
Goodwill
|
19,290
|
|
|
12,005
|
|
||
Total assets acquired
|
24,059
|
|
|
12,911
|
|
||
|
|
|
|
||||
Current liabilities
|
585
|
|
|
136
|
|
||
Long-term liabilities
|
—
|
|
|
—
|
|
||
Total liabilities assumed
|
585
|
|
|
136
|
|
||
Noncontrolling interests
|
9,903
|
|
|
3,862
|
|
||
Net assets acquired
|
$
|
13,571
|
|
|
$
|
8,913
|
|
|
Year Ended
June 30, 2017
|
|
Year Ended
June 30, 2016
|
||||
Total revenues
|
$
|
969,591
|
|
|
$
|
900,248
|
|
Net income attributable to THVG
|
$
|
127,261
|
|
|
$
|
111,116
|
|
|
Year Ended
June 30, 2017
|
|
Year Ended
June 30, 2016
|
||||
Net income attributable to the Company
|
$
|
126,088
|
|
|
$
|
108,710
|
|
Net transfers to the noncontrolling interests:
|
|
|
|
|
|||
Decrease in the Company’s equity for losses incurred related to purchases of subsidiaries’ equity interests
|
(1,438
|
)
|
|
(801
|
)
|
||
(Decrease)/Increase in the Company’s equity for (losses)/gains related to sales of subsidiaries’ equity interests
|
904
|
|
|
(2,229
|
)
|
||
Net transfers to noncontrolling interests
|
(534
|
)
|
|
(3,030
|
)
|
||
Change in equity from net income attributable to the Company and net transfers to noncontrolling interests
|
$
|
125,554
|
|
|
$
|
105,680
|
|
Balance, June 30, 2015
|
$
|
79,590
|
|
Net income attributable to noncontrolling interests
|
117,018
|
|
|
Distributions to noncontrolling interests
|
(109,768
|
)
|
|
Purchases of noncontrolling interests
|
(3,961
|
)
|
|
Sales of noncontrolling interests
|
3,186
|
|
|
Noncontrolling interests attributable to business acquisition
|
3,862
|
|
|
Balance, June 30, 2016
|
89,927
|
|
|
Net income attributable to noncontrolling interests
|
134,905
|
|
|
Distributions to noncontrolling interests
|
(137,373
|
)
|
|
Purchases of noncontrolling interests
|
(3,631
|
)
|
|
Sales of noncontrolling interests
|
15,415
|
|
|
Noncontrolling interests attributable to business acquisition
|
9,904
|
|
|
Balance, June 30, 2017
|
$
|
109,147
|
|
Balance, June 30, 2015
|
$
|
228,612
|
|
Additions:
|
|
||
Acquisition of Precision Surgery Center
|
12,005
|
|
|
Adjustments:
|
|
|
|
Acquisition of Sherman
|
(314
|
)
|
|
Balance, June 30, 2016
|
240,303
|
|
|
Additions:
|
|
|
|
Acquisition of Centennial ASC
|
19,290
|
|
|
Adjustments:
|
|
|
|
Acquisition of Precision Surgery Center
|
(532
|
)
|
|
Balance, June 30, 2017
|
$
|
259,061
|
|
|
2017
|
|
2016
|
||||
Capital lease obligations (Note 7)
|
$
|
116,415
|
|
|
$
|
118,873
|
|
Notes payable to financial institutions
|
36,490
|
|
|
32,545
|
|
||
Total long-term obligations
|
152,905
|
|
|
151,418
|
|
||
Less current portion
|
(18,301
|
)
|
|
(12,494
|
)
|
||
Long-term obligations, less current portion
|
$
|
134,604
|
|
|
$
|
138,924
|
|
2018
|
$
|
9,720
|
|
2019
|
9,264
|
|
|
2020
|
8,225
|
|
|
2021
|
4,348
|
|
|
2022
|
3,587
|
|
|
Thereafter
|
1,346
|
|
|
Total long-term obligations
|
$
|
36,490
|
|
|
Capital
Leases
|
|
Operating
Leases
|
||||
Year ending June 30:
|
|
|
|
|
|
||
2018
|
$
|
20,502
|
|
|
$
|
23,771
|
|
2019
|
17,946
|
|
|
22,500
|
|
||
2020
|
17,468
|
|
|
20,562
|
|
||
2021
|
17,613
|
|
|
17,610
|
|
||
2022
|
17,027
|
|
|
16,647
|
|
||
Thereafter
|
107,179
|
|
|
89,931
|
|
||
Total minimum lease payments
|
197,735
|
|
|
191,021
|
|
||
Amount representing interest
|
(81,320
|
)
|
|
|
|
||
Total principal payments
|
$
|
116,415
|
|
|
|
|
1.
|
Grant
. The Committee has granted You a Performance Cash award representing the right to earn
[$ Target Award Amount]
based upon target performance as set forth in Appendix A (“
Target Performance Cash”
) and up to a maximum of 200% of the Target Performance Cash in consideration for services to be performed by You for the Company or a Subsidiary of the Company.
|
2.
|
Performance Criteria.
|
(a)
|
Performance Period.
Your Award is subject to a three-year performance period that began on January 1, 2017 and ends on December 31, 2019 (the “
Performance Period
”).
|
(b)
|
Performance Measures.
Your Award will provisionally vest based on the Company’s achievement of the performance goals set forth in Appendix A (subject to the further vesting requirements of Section 3 below) (the “
Performance Criteria
”).
|
3.
|
Vesting.
Subject to the satisfaction of the threshold Performance Criteria set forth in Section 2 and Appendix A of this Certificate and in accordance with Sections 4 and 5 below, the Award which has provisionally vested under Section 2 above will vest on the third anniversary of the Grant Date (the “
Vesting Date
”). Your Award will vest to the extent provided in, and in accordance with, the terms of this Certificate. If Your employment terminates or if You cease providing services to the Company or a Subsidiary for any reason other than as set forth in Section 4 or 5 below, prior to the Vesting Date, Your unvested Award will be automatically cancelled.
|
4.
|
Certain Termination Events.
|
5.
|
Change in Control
. In the event of a Change in Control, the following provisions will apply:
|
(b)
|
If the successor company does not assume the Award, or substitute another grant for the Award, and if either (i) the Change in Control occurs within the Performance Period, then each of the Performance Criteria will be deemed to have been met at the target level and the unvested Award representing the Target Performance Cash will fully vest immediately prior to the occurrence of the Change in Control,
|
(c)
|
In lieu of (a) or (b), the Committee may declare the level at which the Performance Criteria are deemed to be met and the unvested Award will vest to that extent immediately prior to the occurrence of the Change in Control.
|
6.
|
Settlement; Tax Withholding
. Upon the vesting of Your Award, Your Award will be settled in Cash within 60 days and You will recognize ordinary income. Notwithstanding the foregoing, to the extent required to comply with Section 409A of the Code, if You are a “specified employee” within the meaning of Section 409A of the Code, and the vesting of Your Award is triggered as a result of Your termination of employment, the delivery of the Award shall be delayed until (a) the six-month anniversary of Your separation from service (within the meaning of Section 409A), or (b) if earlier, as soon as practicable following Your death. The Company is required to withhold payroll taxes due with respect to that ordinary income. Pursuant to the Plan, at its option the Committee either may (a) have the Company withhold cash or (b) require You to pay to the Company the amount of the tax withholding.
|
7.
|
Transferability
. The Award generally may not be transferred, assigned or made subject to any encumbrance, pledge, or charge. Limited exceptions to this rule apply in the case of death, divorce, or gift as provided in Section 12.3 of the Plan.
|
8.
|
Clawback
. Any Award You are granted hereunder and/or cash you receive in settlement of such Award shall be subject to recovery by the Company in the circumstances and manner provided in any Incentive Compensation Clawback Policy that may be adopted or implemented by the Company and in effect from time to time on or after the date hereof, and You shall effectuate any such recovery at such time and in such manner as the Company may specify. For purposes of this Certificate, the term “
Incentive Compensation Clawback Policy”
means and includes any policy of the type contemplated by Section 10D of the Securities Exchange Act, any rules or regulations of the Securities and Exchange Commission adopted pursuant thereto, or any related rules or listing standards of any national securities exchange or national securities association applicable to the Company. Until the Company shall adopt such an Incentive Compensation Clawback Policy, the following clawback provision shall apply to the Award:
|
9.
|
Effect on Other Employee Benefit Plans
. The value of the Award evidenced by this Certificate will not be included as compensation, earnings, salaries, or other similar terms used when calculating Your benefits under any employee benefit plan sponsored by the Company or a Subsidiary, except as such plan otherwise expressly provides.
|
10.
|
No Employment Rights
. Nothing in this Certificate will confer upon You any right to continue in the employ or service of the Company or any Subsidiary or affect the right of the Company or a Subsidiary to terminate Your employment at any time with or without cause.
|
11.
|
Amendment
. By written notice to You, the Committee reserves the right to amend the Plan or the provisions of this Certificate provided that no such amendment will impair in any material respect Your rights under this Certificate without Your consent except as required to comply with applicable securities laws or Section 409A of the Code.
|
12.
|
Severability
. If any term or provision of this Certificate is declared by any court or government authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any term or provision of this Certificate not declared to be unlawful or invalid. Any term or provision of this Certificate so declared to be unlawful or invalid shall, if possible, be construed in a manner that will give effect to such term or provision to the fullest extent possible while remaining lawful and valid.
|
13.
|
Construction
. A copy of the Plan has been made available to You and additional copies of the Plan are available upon request to the Company’s Corporate Secretary at the Company’s principal executive office during normal business hours. To the extent that any term or provision of this Certificate violates or is inconsistent with an express term or provision of the Plan, the Plan term or provision shall govern and any inconsistent term or provision in this Certificate shall be of no force or effect.
|
14.
|
Binding Effect and Benefit
. This Certificate shall be binding upon and, subject to the terms and conditions hereof, inure to the benefit of the Company, its successors and assigns, and You and Your successors and assigns.
|
15.
|
Entire Understanding
. This Certificate embodies the entire understanding and agreement of the Company and You in relation to the subject matter hereof, and no promise, condition, representation or warranty, expressed or implied, not herein stated, shall bind the Company or You.
|
16.
|
Governing Law
. This Certificate shall be governed by, and construed in accordance with, the laws of the State of Nevada, without reference to principles of conflict of laws.
|
1.
|
Grant
. The Committee has granted You Stock Options representing the right to purchase
[Number of Shares Granted]
Shares, with a $
[Grant Price]
exercise price per Share (the “
Exercise Price
”), in consideration for services to be performed by You for the Company or a Subsidiary of the Company. The Stock Options are not intended to qualify as “incentive stock options” as defined in Section 422 of the Code.
|
2.
|
Performance Criterion.
|
(a)
|
Performance Period.
Your Stock Options are subject to a three-year performance period that begins on the Grant Date and ends on the third anniversary of the Grant Date (the “
Performance Period
”).
|
(b)
|
Performance Measures.
Your Stock Options will provisionally vest if the closing price per Share as reported on the New York Stock Exchange equals or exceeds
$23.74
for any twenty (20) consecutive trading days during the Performance Period (the “
Performance Criterion
”).
|
3.
|
Vesting.
Subject to the satisfaction of the Performance Criterion, the Stock Options will vest on the third anniversary of the Grant Date (the “
Vesting Date
”).
|
4.
|
Certain Termination Events
. Your
unvested Stock Options will vest as provided in this Section 4 in the event of Your:
|
(i)
|
Death,
|
(ii)
|
Disability (as defined under section 409A(a)(2)(C)(ii) of the Internal Revenue Code),
|
(iii)
|
Qualifying Termination, or
|
5.
|
Change in Control
. In the event of a Change in Control, if the Fair Market Value of the Shares subject to the Stock Options does not exceed the Exercise Price, the Stock Options will terminate and be cancelled. If the Fair Market Value of the Shares subject to the Stock Options is greater than the Exercise Price, the following provisions will apply:
|
(a)
|
If the successor company assumes the Stock Options or substitutes other options for such Stock Options and You incur a Qualifying Termination within the Protection Period, but before the end of the Performance Period, and the Performance Criterion is met, the Stock Options (or substitute options) will vest as provided in Section 4 above. In the event of any Qualifying Termination within the Protection Period under such circumstances, any vested Stock Options (or substitute options) will remain exercisable until the earlier of (i) twenty-four (24) months following the later of your date of termination or the Vesting Date, or (ii) the
Expiration Date
.
|
(b)
|
If the successor company does not assume the Stock Options, or substitute other options for the Stock Options, the Performance Criterion will be deemed to have been met and the Stock Options will fully vest immediately prior to the occurrence of the Change in Control and remain exercisable until the
Expiration Date
. Any Stock Options that may have vested as a result of a Qualifying Termination within the Protection Period and prior to the Change in Control shall also be exercisable until the
Expiration Date
.
|
6.
|
Exercise
. Subject to the terms of the Plan, You may exercise Your Stock Options and pay the exercise price for Your Shares:
|
(a)
|
in cash or cash equivalents;
|
(b)
|
by having the Company withhold Shares otherwise issuable on exercise;
|
(c)
|
by exercising Your Options to buy Shares and selling enough of the shares to cover the Exercise Price, estimated income taxes, and any applicable fees; or
|
(c)
|
by exercising Your Stock Options and then immediately selling the Shares.
|
7.
|
Rights as Shareholder
. You will not have any rights of a shareholder prior to the exercise of Your Stock Options and the delivery of the Shares, at which time You will have all of the rights of a shareholder with respect to the Shares received upon the exercise of those Stock Options, including the right to vote the Shares and receive all dividends and other distributions, if any, paid or made with respect thereto.
|
8.
|
Clawback
. Any Shares issued upon the exercise of the Stock Options or other amounts paid or provided to You pursuant to this Certificate (including any gains realized on Shares upon the exercise of the Stock Options) shall be subject to recovery by the Company in the circumstances and manner provided in any Incentive Compensation Clawback Policy that may be adopted or implemented by the Company and in effect from time to time on or after the date hereof, and You shall effectuate any such recovery at such time
|
9.
|
Transferability
. The Stock Options generally may not be transferred, assigned or made subject to any encumbrance, pledge or charge. Limited exceptions to this rule apply in the case of death, divorce or gift as provided in Section 12.3 of the Plan.
|
10.
|
Effect on Other Employee Benefit Plans
. The value of the Stock Options evidenced by this Certificate will not be included as compensation, earnings, salaries, or other similar terms used when calculating Your benefits under any employee benefit plan sponsored by the Company or a Subsidiary, except as such plan otherwise expressly provides.
|
11.
|
No Employment Rights
. Nothing in this Certificate will confer upon You any right to continue in the employ or service of the Company or any Subsidiary or affect the right of the Company or a Subsidiary to terminate Your employment at any time with or without cause.
|
12.
|
Amendment.
By written notice to You, the Committee reserves the right to amend the Plan or the provisions of this Certificate provided that no such amendment will impair in any material respect Your rights under this Certificate without Your consent except as required to comply with applicable securities laws or Section 409A of the Code.
|
13.
|
Severability
. If any term or provision of this Certificate is declared by any court or government authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any term or provision of this Certificate not declared to be unlawful or invalid. Any term or provision of this Certificate so declared to be unlawful or invalid will, if possible, be construed in a manner that will give effect to such term or provision to the fullest extent possible while remaining lawful and valid.
|
14.
|
Construction
. A copy of the Plan has been made available to You and additional copies of the Plan are available upon request to the Company’s Corporate Secretary at the Company’s principal executive office during normal business hours. To the extent that any term or provision of this Certificate violates or is inconsistent with an express term or provision of the Plan, the Plan term or provision will govern and any inconsistent term or provision in this Certificate will be of no force or effect.
|
15.
|
Binding Effect and Benefit
. This Certificate will be binding upon and, subject to the terms and conditions hereof, inure to the benefit of the Company, its successors and assigns, and You and Your successors and assigns.
|
16.
|
Entire Understanding
. This Certificate embodies the entire understanding and agreement of the Company and You in relation to the subject matter hereof, and no promise, condition, representation or warranty, expressed or implied, not herein stated, will bind the Company or You.
|
17.
|
Governing Law
. This Certificate will be governed by, and construed in accordance with, the laws of the State of Nevada, without reference to principles of conflict of law.
|
(i)
|
Death, or
|
(ii)
|
Disability (as defined under section 409A(a)(2)(C)(ii) of the Code).
|
(b)
|
Retirement on or after age 62 or Qualifying Termination
. On the date of Your termination of employment as a result of Your retirement on or after reaching age 62 or a Qualifying Termination, You will be entitled to pro-rata vesting of Your RSUs based on the number of months You are actually employed during the Vesting Period.
|
(a)
|
If the successor company assumes the RSUs or substitutes other restricted stock units for such RSUs and You incur a Qualifying Termination within the Protection Period, unvested RSUs (or substitute restricted stock units) will fully vest on the later of (i) the date of Your Qualifying Termination or (ii) immediately prior to the occurrence of the Change in Control.
|
(b)
|
If the successor company does not assume the RSUs, or substitute other restricted stock units for the RSUs, unvested RSUs will fully vest immediately prior to the occurrence of the Change in Control.
|
1.
|
Purpose
|
2.
|
Definitions
|
(a)
|
“
Affiliate
” means a corporation or other entity controlled by, controlling or under common control with, the Company, or an entity that is otherwise closely connected to the Company, as determined by the Committee.
|
(b)
|
“
Award
” means any annual incentive award, payable in cash, made under the Plan, which award may be based on (1) the change (measured as a percentage or an amount) in any one or more Performance Criteria from one measurement period to another, (2) the difference (measured as a percentage or an amount) between (A) a specified target or budget amount of any one or more Performance Criteria and (B) the actual amount of such Performance Criteria, during any measurement period, (3) the extent to which a specified target or budget amount for any one or more Performance Criteria is met or exceeded during any measurement period, (4) the attained level (measured as a percentage or an amount) of any one or more Performance Criteria relative to a designated comparison group of companies or published or special index during any measurement period; or (5) any other award, including a discretionary award, that may be paid from time to time under the Plan.
|
(c)
|
“
Award Schedule
” means the Award Schedule established pursuant to Section 5.
|
(d)
|
“
Board
” means the Board of Directors of the Company.
|
(e)
|
“
Business Unit
” means any existing or future facility, region, division, group, subsidiary or other unit within the Company.
|
(f)
|
“
Cause
” means
|
(g)
|
“
Change of Control”
has the same meaning as set forth in the definition of “Change of Control” in the ESP.
|
(h)
|
“
Code
” means the Internal Revenue Code of 1986, as amended, and any successor statute and the regulations promulgated thereunder, as it or they may be amended from time to time.
|
(i)
|
“
Code Section 162(m) Award
” means an Award intended to satisfy the requirements of Code Section 162(m) and designated as such in an Award Agreement.
|
(j)
|
“
Committee
” means the Human Resources Committee of the Board or any subcommittee thereof formed by the Human Resources Committee for the purpose of acting as the Committee hereunder (to the extent consistent with Section 162(m) of the Code).
|
(k)
|
“
Company
” means Tenet Healthcare Corporation, a Nevada corporation.
|
(l)
|
“
Covered Employee
” means a “covered employee” within the meaning of Code Section
162(m)(3)
or a person designated as a Covered Employee by the Committee.
|
(m)
|
“
Employee
” means any executive officer or other employee of the Company, or of any of its Business Units.
|
(n)
|
“
ESP
” means the Tenet Executive Severance Plan, as amended or restated from time to time.
|
(o)
|
“
Good Reason
” means:
|
(p)
|
“
Participant
” means any Employee selected to receive an Award pursuant to the Plan for any Year or other measurement period.
|
(q)
|
“
Performance Criterion
” and “
Performance Criteria
” means any one or more of the following performance measures, or derivations of such performance measures, taken alone or in conjunction with each other, each of which may be adjusted by the Committee to exclude the before-tax or after-tax effects of any significant acquisitions or dispositions not included in the calculations made in connection with setting the Performance Criterion or Performance Criteria for the related Award:
|
(1)
|
Code Section 162(m) Awards
. For Code Section 162(m) Awards, any of the following criteria, as determined by the Committee:
|
(A)
|
Basic or diluted earnings per share of common stock, which may be calculated (i) as income calculated in accordance with Section 2(q)(1)(D), divided by (x) the weighted average number of shares, in the case of basic earnings per share, and (y) the weighted average number of shares and share equivalents of common stock, in the case of diluted earnings per share, or (ii) using such other method as may be specified by the Committee;
|
(B)
|
Cash flow, which may be calculated or measured in any manner specified by the Committee;
|
(C)
|
Economic value added, which is (i) after-tax operating profit less the annual total cost of capital, or (ii) may be calculated or measured in any other method specified by the Committee;
|
(D)
|
Income, which may include, without limitation, net income, operating income, expense control measures, or other derivations of income, and which and may be calculated or measured (i) before or after income taxes, including or excluding interest, depreciation and amortization, minority interests, material items that are unusual in nature or infrequently occurring, discontinued operations, the cumulative effect of changes in accounting policies and the effects of any tax law changes; or (ii) using such other method as may be specified by the Committee;
|
(E)
|
Volume measures (e.g., admissions or visits) calculated or measured in any manner specified by the Committee;
|
(F)
|
Quality of service and/or patient care, which may be measured by (i) the extent to which the Company achieves pre-set quality objectives including, without limitation, patient, physician and/or employee satisfaction objectives, or (ii) such other method as may be specified by the Committee;
|
(G)
|
Business performance or return measures (including, but not limited to, market share, debt reduction, return on assets, capital, equity, or sales), which may be calculated or measured in any manner specified by the Committee;
|
(H)
|
The price of the Company’s common or preferred stock (including, but not limited to, growth measures and total shareholder return), which may be calculated or measured in any manner specified by the Committee; or
|
(I)
|
Any of the above Performance Criteria, applied to either the Company as a whole or any Business Unit, determined on an absolute or relative basis or as compared to the performance of a published or special index deemed applicable by the Committee including, but not limited to, the Russell 3000 Index or another group of companies deemed by the Committee to be comparable to the Company.
|
(2)
|
Non-Code Section 162(m) Awards
. Except for Code Section 162(m) Awards, any other criteria related to performance, including the performance of one or more of the Business Units, individual performance or any other category of performance selected by the Committee.
|
(r)
|
“
Performance Goals
” means the performance objectives with respect to one Performance Criterion or two or more Performance Criteria established by the Committee for the purpose of determining whether, and the extent to which, payments will be made for that Year or other measurement period with respect to an Award under the Plan.
|
(s)
|
“
Plan
” means the Tenet Healthcare Corporation Annual Incentive Plan as set forth herein, as it has been or may be amended and/or restated from time to time.
|
(t)
|
“
Protection Period
” means:
|
(u)
|
“
Qualifying Termination
” means a Participant’s “separation from service” (within the meaning of Section 409A of the Code) by reason of:
|
(v)
|
“
RPAC”
means the Retirement Plans Administration Committee of the Company.
|
(w)
|
“
Scheduled Payment Date
” means the Year after the Year in which a measurement period (including a measurement period that coincides with a Year) ends with respect to which a Participant has met the applicable Performance Goals entitling such Participant to receive an Award under this Plan.
|
(x)
|
“
Subsidiary
” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the relevant time each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain.
|
(y)
|
“
Target Award
” means the amount, which may be expressed as a dollar amount or as a percentage of a Participant’s salary, payable to a Participant when actual performance with respect to any one Performance Criterion or any two or more Performance Criteria equals the Performance Goals for that Performance Criterion or those Performance Criteria established by the Committee.
|
(z)
|
“
Year
” means the Company’s fiscal year.
|
3.
|
Administration
|
(a)
|
Appointment of Committee
. The Plan shall be administered by the Committee, which will consist of two or more persons (1) who satisfy the requirement of a “nonemployee director” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, and (2) who satisfy the requirements of an “outside director” for purposes of Code Section 162(m). The Committee’s determinations under the Plan need not be uniform and may be made by it selectively among persons who receive or are eligible to receive Awards under the Plan, whether or not any Awards are the same or such persons are similarly situated. Without limiting the generality of the foregoing, the Committee will be entitled, among other things, to make non-uniform and selective determinations and to establish non-uniform and selective Performance Criterion, Performance Criteria, Performance Goals, the weightings thereof, and Target Awards. Whenever the Plan refers to a determination being made by the Committee, it shall be deemed to mean a determination by the Committee in its sole discretion. Notwithstanding the foregoing, to the extent consistent with Section 162(m) of the Code, the Committee may delegate the responsibility for administering the Plan, subject to such limitations as the Committee deems appropriate. All references in the Plan to the “Committee” shall be, as applicable, to the Committee or any other committee or officer to whom the Board or the Committee has delegated authority to administer the Plan.
|
(b)
|
Code Section 162(m) Compliance
. It is the intent of the Company that this Plan and Code Section 162(m) Awards hereunder satisfy, and be interpreted in a manner that satisfy, in the case of
|
(c)
|
Discretion of Committee
. The Committee shall have the discretion, subject to the limitations described herein, including in Section 4 below relating to Code 162(m) Awards, to, among other actions, (1) determine the Plan Participants; (2) determine who will be treated as a Covered Employee and designate whether an Award will be a Code Section 162(m) Award; (3) determine the measurement period; (4) determine Performance Criterion, Performance Criteria, Performance Goals and Target Awards for each Year or other measurement period; (5) determine how Performance Criteria will be calculated and/or adjusted; (6) establish an Award Schedule; (7) establish performance thresholds for the payment of any Awards; (8) determine whether and to what extent the Performance Goals have been met or exceeded; (9) pay discretionary Awards, including awards from an exceptional performance fund, as may be appropriate in order to assure the proper motivation and retention of personnel and attainment of business goals; (10) make adjustments to Performance Goals and thresholds; and (11) determine the total amount of funds available for payment of Awards with respect to each Year or other measurement period.
|
(d)
|
Authority of Committee
. Subject to the provisions of the Plan, the Committee shall be authorized to interpret the Plan, make, amend and rescind such rules as it deems necessary for the proper administration of the Plan, make all other determinations necessary or advisable for the administration of the Plan and correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems desirable to carry the Plan into effect. Any action taken or determination made by the Committee shall be conclusive and binding on all parties. In the event of any conflict between an Award Schedule and the Plan, the terms of the Plan shall govern.
|
4.
|
Code Section 162(m) Awards
|
(a)
|
Conditions of Code Section 162(m) Awards
. A Participant who is or may be a Covered Employee may receive a Code Section 162(m) Award and/or an Award that is not a Code Section 162(m) Award. Notwithstanding anything elsewhere in the Plan to the contrary, as and to the extent required by Code Section 162(m), the grant of a Code Section 162(m) Award to a Participant must state, in terms of an objective formula or standard, the method of computing the amount of compensation payable to each Covered Employee and must preclude discretion to increase the amount of compensation payable that would otherwise be due upon attainment of such goals. All determinations made by the Committee pursuant to Section 3 above related to a Code Section 162(m) Award will be made in a timely manner, as required by Code Section 162(m). An Award Schedule for a Covered Employee shall set forth for each Code Section 162(m) Award, the terms and conditions applicable to the Award, as determined by the Committee, not inconsistent with the terms of the Plan, and shall specify that such Award is a Code Section 162(m) Award. Before any Code Section 162(m) Award is paid, the Committee shall certify that the Performance Goals and any other material terms of such Award has been satisfied. Notwithstanding the foregoing, the Performance Criteria with respect to Code Section 162(m) Awards shall be limited to the Performance Criteria set forth in Section 2(q)(1).
|
(b)
|
Adjustments for Material Changes
. As and to the extent permitted by Code Section 162(m), in the event of (1) a change in corporate capitalization, a corporate transaction or a complete or partial corporate liquidation, or (2) a natural disaster or other significant unforeseen event that materially impacts the operation of the Company, or (3) other material items that are treated under generally accepted accounting principles as unusual in nature or infrequently occurring, or (4) any material change in accounting policies or practices affecting the Company and/or the Performance Goals, then, to the extent any of the foregoing items or events was not anticipated at the time the Performance Goals were established, the Committee may, based solely on objective criteria, in each case appropriately adjust any evaluation of performance under such Performance Goals so as to neutralize the effect of the item or event on the applicable Award.
|
5.
|
Awards
|
6.
|
Eligible Persons
|
7.
|
Amount Available for Awards
|
8.
|
Determination of Awards
|
(a)
|
Eligible Employees and Awards
. The Committee shall select the Participants and determine which Participants, if any, are to be treated as Covered Employees and which Awards, if any, are to be Code Section 162(m) Awards. Except in the case of Code Section 162(m) Awards, the Committee shall determine the actual Award to each Participant for each Year or other measurement period, taking into consideration, as it deems appropriate, the performance of the Company and/or a Business Unit, as the case may be, for the Year or other measurement period in relation to the Performance Goals theretofore established by the Committee, and the performance of the respective Participants during the Year or other measurement period. The fact that an Employee is selected as a Participant for any Year or other measurement period shall not mean that such Employee necessarily will receive an Award for that Year or other measurement period. Notwithstanding any other provisions of the Plan to the contrary, the Committee may make discretionary Awards as it sees fit under the Plan, except in the case of Code Section 162(m) Awards, which may be adjusted only downward.
|
(b)
|
Determination of Code Section 162(m) Awards
. Code Section 162(m) Awards shall be determined according to a Covered Employee’s Award Schedule based on the level of performance achieved and such Covered Employee’s Target Award. All such determinations regarding the achievement of Performance Goals and the determination of actual Code Section 162(m) Awards will be made by the Committee; provided, however, that the Committee may decrease or eliminate, but not increase, the amount of the Code Section 162(m) Award that otherwise would be payable under the Performance Goals established pursuant to the Plan.
|
9.
|
Distribution of Awards
|
10.
|
Repayment of Awards
|
11.
|
Termination of Employment
|
(a)
|
General Rule
. Except as provided in Subsections (b) and (c) below, a Participant must be actively employed by the Company on the date the amount payable with respect to his/her Award is determined by the Committee (the “
Determination Date
”) in order to be entitled to payment of any Award for that Year or other measurement period. A Participant who terminates employment with the Company for any reason other than the reasons set forth in Subsections (b) and (c) shall not be entitled to receive any Award for the Year or other measurement period in which such termination of employment occurs.
|
(b)
|
Exception for a Termination of Employment by the Participant for Good Reason or by the Company without Cause
. In the event active employment of a Participant shall be terminated before the Determination Date (1) by the Participant for Good Reason or (2) by the Company without Cause, such Participant will receive a portion of his/her Award for the Year (or other applicable measurement period), calculated from the beginning of the Year (or other applicable measurement period) through the date of such Participant’s termination of employment with the Company, pro-rated as a fraction based on the full number of months worked by the Participant for the Company or an Affiliate during the relevant measurement period; provided, however, that in order to receive a pro-rata portion of an Award under this Section 11(b), a Participant must meet the Performance Criterion (or Performance Criteria) and/or Performance Goals established by the Committee with respect to such Award for the period from the beginning of the Year (or other applicable measuring period) through the date of such Participant’s termination of employment with the Company; and provided, further, that all Code Section 162(m) Awards will be subject to the requirements of Section 162(m) of the Code.
|
(c)
|
Exception for a Termination of Employment due to Retirement
. In the event of a Participant’s retirement before the Determination Date, such Participant will receive a portion of his/her Award for the Year (or other applicable measurement period), calculated from the beginning of the Year (or other applicable measurement period) through the date of such Participant’s termination of employment with the Company, pro-rated as a fraction of based on the number of full months worked by the Participant for the Company or an Affiliate during such measurement period; provided, however, that in order to receive a pro-rata portion of an Award under this Section 11(c), a Participant must meet the Performance Criterion (or Performance Criteria) and/or Performance Goals established by the Committee with respect to such Award for the period from the beginning of the Year (or other applicable measuring period) through the date of such Participant’s termination of employment with the Company; and provided, further, that all Code Section 162(m) Awards will be subject to the requirements of Section 162(m) of the Code. For purposes of this Section 11(c), a “retirement” means a termination of employment by the Participant on or after age 62.
|
12.
|
Miscellaneous
|
(a)
|
Nonassignability
. No Award will be assignable or transferable without the written consent of the Committee in its sole discretion, except by will or by the laws of descent and distribution.
|
(b)
|
Withholding Taxes
. Whenever payments under the Plan are to be made, the Company will withhold therefrom an amount sufficient to satisfy any applicable governmental withholding tax requirements related thereto.
|
(c)
|
Amendment or Termination of the Plan
. The Committee may at any time amend, suspend or discontinue the Plan, in whole or in part. The Committee may at any time alter or amend any or all Award Schedules under the Plan to the extent permitted by law. No such action may be effective with respect to any Code Section 162(m) Award to any Covered Employee without approval of the Company’s shareholders if such approval is required by Code Section 162(m)(4)(C). Notwithstanding the foregoing, effective November 6, 2008, the RPAC has the right to make non-material amendments to the Plan to comply with changes in the law or to facilitate Plan administration; provided, however, that each such proposed non-material amendment must be discussed with the Chairperson of the Committee in order to determine whether such change would constitute a material amendment to the Plan.
|
(d)
|
Other Payments or Awards
. Nothing contained in the Plan will be deemed in any way to limit or restrict the Company from making any Award or payment to any person under any other plan, arrangement or understanding, whether now existing or hereafter in effect.
|
(e)
|
Payments to Other Persons
. If payments are legally required to be made to any person other than the person to whom any amount is available under the Plan, payments will be made accordingly. Any such payment will be a complete discharge of the liability of the Company.
|
(f)
|
Limits of Liability
.
|
(1)
|
Any liability of the Company to any Participant with respect to an Award shall be based solely upon the obligations, if any, created by the Plan and the Award Schedule.
|
(2)
|
Neither the Company, nor any member of its Board or of the Committee, nor any other person participating in any determination of any question under the Plan, or in the interpretation, administration or application of the Plan, shall have any liability to any party for any action taken or not taken in good faith under the Plan.
|
(g)
|
Rights of Employees
.
|
(1)
|
Status as an Employee eligible to receive an Award under the Plan shall not be construed as a commitment that any Award will be made under this Plan to such Employee or to other such Employees generally.
|
(2)
|
Nothing contained in this Plan or in any Award Schedule (or in any other documents related to this Plan or to any Award or Award Schedule) shall confer upon any Employee or Participant any right to continue in the employ or other service of the Company or constitute a contract or limit in any way the right of the Company to change such person’s compensation or other benefits or to terminate the employment or other service of such person with or without cause.
|
(h)
|
Section Headings
. The section headings contained herein are for the purposes of convenience only, and in the event of any conflict, the text of the Plan, rather than the section headings, will control.
|
(i)
|
I
nvalidity
. If any term or provision contained herein will to any extent be invalid or unenforceable, such term or provision will be reformed so that it is valid, and such invalidity or unenforceability will not affect any other provision or part hereof.
|
(j)
|
Applicable Law
. The Plan, Awards and Award Schedules and all actions taken hereunder or thereunder shall be governed by, and construed in accordance with, the laws of the state of Texas without regard to the conflict of law principles thereof.
|
(k)
|
Compliance with Section 409A of the Code
. The Plan is intended to be exempt from or comply with section 409A of the Code and shall be administered in such a manner and shall be construed and interpreted in accordance with such intent. To the extent that an Award or the payment of such Award is subject to section 409A of the Code, the Award shall be granted and paid in a manner that will comply with section 409A of the Code, including regulations or other guidance issued with respect thereto, except as otherwise determined by the Committee. Any provision of this Plan that would cause the grant of an Award or the payment of such Award to fail to satisfy section 409A of the Code may be amended, in the discretion of the Committee, to comply with section 409A of the Code on a timely basis, and may be amended on a retroactive basis, in accordance with regulations and other guidance issued under section 409A of the Code.
|
(l)
|
Conflicts Between Plans
. In the event that there is a conflict between a provision of this Plan and the ESP, as then in effect, the terms of the ESP shall control.
|
(m)
|
Arbitration
. In the event of a dispute arising under this Plan, a Participant or the Company, as applicable, may submit a claim to a third party neutral arbitrator. The arbitration will be conducted pursuant to the American Arbitration Association (“AAA”) Rules on Employee Benefit Claims.
|
(n)
|
Successors
. All obligations of the Company under the Plan with respect to Awards shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all the business and/or assets of the Company.
|
Name of Entity
|
State or Other Jurisdiction of Formation
|
601 N 30th Street I, L.L.C.
|
Delaware
|
601 N 30th Street II, L.L.C.
|
Nebraska
|
601 N 30th Street III, Inc.
|
Nebraska
|
The 6300 West Roosevelt Partnership
|
Illinois
|
Abrazo Health Network EP Clinical Services, LLC
|
Arizona
|
Abrazo Medical Group Urgent Care, LLC
|
Delaware
|
Advantage Health Care Management Company, LLC
|
Delaware
|
Advantage Health Network, Inc.
|
Florida
|
AHM Acquisition Co., Inc.
|
Delaware
|
Alabama Cardiovascular Associates, L.L.C.
|
Alabama
|
Alabama Hand and Sports Medicine, L.L.C.
|
Alabama
|
Allegian Insurance Company
|
Texas
|
Alvarado Hospital Medical Center, Inc.
|
California
|
AMC/North Fulton Urgent Care #1, L.L.C.
|
Georgia
|
AMC/North Fulton Urgent Care #2, L.L.C.
|
Georgia
|
AMC/North Fulton Urgent Care #3, L.L.C.
|
Georgia
|
AMC/North Fulton Urgent Care #4, L.L.C.
|
Georgia
|
AMC/North Fulton Urgent Care #5, L.L.C.
|
Georgia
|
American Medical (Central), Inc.
|
California
|
AMI/HTI Tarzana Encino Joint Venture
|
Delaware
|
AMI Information Systems Group, Inc.
|
California
|
Amisub (Heights), Inc.
|
Delaware
|
Amisub (Hilton Head), Inc.
|
South Carolina
|
Amisub (North Ridge Hospital), Inc.
|
Florida
|
Amisub of California, Inc.
|
California
|
Amisub of North Carolina, Inc.
|
North Carolina
|
Amisub of South Carolina, Inc.
|
South Carolina
|
Amisub of Texas, Inc.
|
Delaware
|
Amisub (SFH), Inc.
|
Tennessee
|
Amisub (Twelve Oaks), Inc.
|
Delaware
|
Anaheim MRI Holding, Inc.
|
California
|
Arizona Health Partners, LLC
|
Arizona
|
Asia Outsourcing US, Inc.
|
Delaware
|
Aspen Healthcare Limited
|
England and Wales
|
Aspen Leasing Limited
|
England and Wales
|
Atlanta Medical Center, Inc.
|
Georgia
|
Atlanta Medical Center Interventional Neurology Associates, L.L.C.
|
Georgia
|
Atlanta Medical Center Neurosurgical & Spine Specialists, L.L.C.
|
Georgia
|
Atlanta Medical Center Physician Group, L.L.C.
|
Georgia
|
Baptist Accountable Care, LLC
|
Texas
|
Baptist Diagnostics, LLC
|
Delaware
|
Baptist Health Centers, LLC
|
Delaware
|
Baptist Medical Management Service Organization, LLC
|
Delaware
|
Baptist Memorial Hospital System Physician Hospital Organization
|
Texas
|
Baptist Physician Alliance ACO, LLC
|
Alabama
|
Baptist Physician Alliance, LLC
|
Alabama
|
BBH BMC, LLC
|
Delaware
|
BBH CBMC, LLC
|
Delaware
|
BBH DevelopmentCo, LLC
|
Delaware
|
BBH NP Clinicians, Inc.
|
Delaware
|
BBH PBMC, LLC
|
Delaware
|
BBH SBMC, LLC
|
Delaware
|
BBH WBMC, LLC
|
Delaware
|
BCDC EmployeeCO, LLC
|
Delaware
|
BHC-Talladega Pediatrics, LLC
|
Alabama
|
BHS Accountable Care, LLC
|
Delaware
|
BHS Affinity, LLC
|
Delaware
|
BHS Integrated Physician Partners, LLC
|
Delaware
|
BHS Physician Performance Network, LLC
|
Delaware
|
BHS Physicians Alliance for ACE, LLC
|
Delaware
|
BHS Physicians Network, Inc.
|
Texas
|
BHS Specialty Network, Inc.
|
Texas
|
Bluffton Okatie Primary Care, L.L.C.
|
South Carolina
|
Broad River Primary Care, L.L.C.
|
South Carolina
|
Brookwood Ancillary Holdings, Inc.
|
Delaware
|
Brookwood Baptist Health 1, LLC
|
Delaware
|
Brookwood Baptist Health 2, LLC
|
Delaware
|
Brookwood Baptist Imaging, LLC
|
Delaware
|
Brookwood Center Development Corporation
|
Alabama
|
Brookwood Development, Inc.
|
Alabama
|
Brookwood Garages, L.L.C.
|
Alabama
|
Brookwood Health Services, Inc.
|
Alabama
|
Brookwood Home Health, LLC
|
Alabama
|
Brookwood - Maternal Fetal Medicine, L.L.C.
|
Alabama
|
Brookwood Occupational Health Clinic, L.L.C.
|
Alabama
|
Brookwood Parking Associates, Ltd.
|
Alabama
|
Brookwood Primary Care Cahaba Heights, L.L.C.
|
Alabama
|
Brookwood Primary Care - Homewood, L.L.C.
|
Alabama
|
Brookwood Primary Care Hoover, L.L.C.
|
Alabama
|
Brookwood Primary Care - Inverness, L.L.C.
|
Alabama
|
Brookwood Primary Care - Mountain Brook, L.L.C.
|
Alabama
|
Brookwood Primary Care - Oak Mountain, L.L.C.
|
Alabama
|
Brookwood Primary Care The Narrows, L.L.C.
|
Alabama
|
Brookwood Primary Care - Vestavia, L.L.C.
|
Alabama
|
Brookwood Primary Network Care, Inc.
|
Alabama
|
Brookwood Specialty Care - Endocrinology, L.L.C.
|
Alabama
|
Brookwood Sports and Orthopedics, L.L.C.
|
Alabama
|
Brookwood Women’s Care, L.L.C.
|
Alabama
|
BT East Dallas JV, LLP
(1)
|
Texas
|
BW Cardiology, LLC
|
Delaware
|
BW Cyberknife, LLC
|
Delaware
|
BW Hand Practice, LLC
|
Delaware
|
BW Office Buildings, LLC
|
Delaware
|
BW Parking Decks, LLC
|
Delaware
|
BW Physician Practices, LLC
|
Delaware
|
BW Retail Pharmacy, LLC
|
Delaware
|
BW Sports Practice, LLC
|
Delaware
|
C7 Technologies, LLC
|
Delaware
|
Camp Creek Urgent Care, L.L.C.
|
Georgia
|
Cancer Centre London LLP
|
England and Wales
|
Captive Insurance Services, Inc.
|
Delaware
|
Cardiology Physicians Associates, L.L.C.
|
North Carolina
|
Cardiology Physicians Corporation, L.L.C.
|
North Carolina
|
Cardiovascular & Thoracic Surgery Associates, L.L.C.
|
South Carolina
|
Cardiovascular Care Network of Arizona, L.L.C.
|
Arizona
|
Cardiovascular Clinical Excellence at Desert Regional, LLC
|
California
|
Cardiovascular Clinical Excellence at Sierra Providence, LLC
|
Texas
|
Catawba-Piedmont Cardiothoracic Surgery, L.L.C.
|
South Carolina
|
Cedar Hill Primary Care, L.L.C.
|
Missouri
|
Center for Advanced Research Excellence, L.L.C.
|
Florida
|
Center for the Urban Child, Inc.
|
Pennsylvania
|
Central Carolina-IMA, L.L.C.
|
North Carolina
|
Central Carolina Physicians - Sandhills, L.L.C.
|
North Carolina
|
Central Texas Corridor Hospital Company, LLC
|
Delaware
|
CGH Hospital, Ltd.
|
Florida
|
Chalon Living, Inc.
|
Arizona
|
Chicago Health System ACO, LLC
|
Illinois
|
Children’s Hospital of Michigan Premier Network, Inc.
|
Michigan
|
CHN Holdings, LLC
|
Delaware
|
CHVI Tucson Holdings, LLC
|
Delaware
|
Claremont Hospital Holdings Limited
|
England and Wales
|
Claremont Hospital LLP
|
England and Wales
|
CML-Chicago Market Labs, Inc.
|
Delaware
|
Coast Healthcare Management, LLC
|
California
|
Coastal Carolina Medical Center, Inc.
|
South Carolina
|
Coastal Carolina Physician Practices, LLC
|
Delaware
|
Coastal Carolina Pro Fee Billing, L.L.C.
|
South Carolina
|
Commonwealth Continental Health Care, Inc.
|
Florida
|
Community Connection Health Plan, Inc.
|
Arizona
|
Community Hospital of Los Gatos, Inc.
|
California
|
Conifer Care Continuum Solutions, LLC
|
Maryland
|
Conifer Ethics and Compliance, Inc.
|
Delaware
|
Conifer Health Solutions, LLC
|
Delaware
|
Conifer HIM & Revenue Integrity Services, LLC
|
Texas
|
Conifer Holdings, Inc.
|
Delaware
|
Conifer Patient Communications, LLC
|
Florida
|
Conifer Physician Services Holdings, Inc.
|
Delaware
|
Conifer Physician Services, Inc.
|
Illinois
|
Conifer Revenue Cycle Solutions, LLC
|
California
|
Conifer Value-Based Care, LLC
|
Maryland
|
Coral Gables Hospital, Inc.
|
Florida
|
Coral Gables Physician Services, L.L.C.
|
Florida
|
CRNAs of Michigan
|
Michigan
|
Delray Medical Center, Inc.
|
Florida
|
Delray Medical Physician Services, L.L.C.
|
Florida
|
Desert Regional Medical Center, Inc.
|
California
|
Des Peres Hospital, Inc.
|
Missouri
|
Des Peres Physician Network, LLC
|
Missouri
|
Des Peres Urgent Care, L.L.C.
|
Missouri
|
Detroit Education & Research
|
Michigan
|
DigitalMed, Inc.
|
Delaware
|
DMC Detroit Receiving Hospital Premier Clinical Co-Management Services, LLC
|
Michigan
|
DMC Education & Research
|
Michigan
|
DMC Harper University Hospital Premier Clinical Co-Management Services, LLC
|
Michigan
|
DMC Huron Valley-Sinai Hospital Premier Clinical Management Services, LLC
|
Michigan
|
DMC Imaging, L.L.C.
|
Florida
|
Doctors Hospital of Manteca, Inc.
|
California
|
Doctors Medical Center Neurosciences Clinical Co-Management, LLC
|
California
|
Doctors Medical Center of Modesto, Inc.
|
California
|
Doctors Medical Center Orthopedics Clinical Co-Management, LLC
|
California
|
East Cobb Urgent Care, LLC
|
Georgia
|
East Cooper Coastal Family Physicians, L.L.C.
|
South Carolina
|
East Cooper Community Hospital, Inc.
|
South Carolina
|
East Cooper Hyperbarics, L.L.C.
|
Delaware
|
East Cooper OB/GYN, L.L.C.
|
South Carolina
|
East Cooper Physician Network, LLC
|
South Carolina
|
East Cooper Primary Care Physicians, L.L.C.
|
South Carolina
|
Edinburgh Medical Services Limited
|
England and Wales
|
EPHC, Inc.
|
Texas
|
European Surgical Partners Limited
|
England and Wales
|
Eye-Docs Limited
|
England and Wales
|
First Choice Physician Partners
|
California
|
FMCC Network Contracting, L.L.C.
|
Florida
|
FMC Medical, Inc.
|
Florida
|
Fort Bend Clinical Services, Inc.
|
Texas
|
Fountain Valley Regional Hospital and Medical Center
|
California
|
Fountain Valley Surgery Center, LLC
|
California
|
FREH Real Estate, L.L.C.
|
Florida
|
FRS Imaging Services, L.L.C.
|
Florida
|
FryeCare Boone, L.L.C.
|
North Carolina
|
FryeCare Morganton, L.L.C.
|
North Carolina
|
FryeCare Physicians, L.L.C.
|
North Carolina
|
FryeCare Valdese, L.L.C.
|
North Carolina
|
FryeCare Watauga, L.L.C.
|
North Carolina
|
FryeCare Women’s Services, L.L.C.
|
North Carolina
|
Frye Regional Medical Center, Inc.
|
North Carolina
|
Gardendale Surgical Associates, LLC
|
Alabama
|
Gastric Health Institute, L.L.C.
|
Georgia
|
Georgia Gifts From Grace, L.L.C.
|
Georgia
|
Georgia North Fulton Healthcare Associates, L.L.C.
|
Georgia
|
Georgia Northside Ear, Nose and Throat, L.L.C.
|
Georgia
|
Georgia Physicians of Cardiology, L.L.C.
|
Georgia
|
Georgia Spectrum Neurosurgical Specialists, L.L.C.
|
Georgia
|
Global Healthcare Partners Limited
|
England and Wales
|
Golden State Medicare Health Plan
|
California
|
Good Samaritan Cardiac & Vascular Management, LLC
|
Florida
|
Good Samaritan Medical Center, Inc.
|
Florida
|
Good Samaritan Surgery, L.L.C.
|
Florida
|
Graystone Family Healthcare - Tenet North Carolina, L.L.C.
|
North Carolina
|
Greater Dallas Healthcare Enterprises
|
Texas
|
Greater Northwest Houston Enterprises
|
Texas
|
Greystone Internal Medicine - Brookwood, L.L.C.
|
Alabama
|
Gulf Coast Community Hospital, Inc.
|
Mississippi
|
Hardeeville Medical Group, L.L.C.
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South Carolina
|
Hardeeville Primary Care, L.L.C.
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South Carolina
|
Harlingen Physician Network, Inc.
|
Texas
|
HCH Tucson Holdings, LLC
|
Delaware
|
HCN Emerus Management Sub, LLC
|
Texas
|
HCN Emerus Texas, LLC
|
Texas
|
HCN European Surgery Center Holdings Limited
|
England and Wales
|
HCN Laboratories, Inc.
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Texas
|
HCN Physicians, Inc.
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Texas
|
HCN Surgery Center Holdings, Inc.
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Delaware
|
HDMC Holdings, L.L.C.
|
Delaware
|
Health & Wellness Surgery Center, L.P.
|
California
|
Healthcare Compliance, LLC
|
District of Columbia
|
The Healthcare Insurance Corporation
|
Cayman Islands
|
Healthcare Network Alabama, Inc.
|
Delaware
|
Healthcare Network CFMC, Inc.
|
Delaware
|
Healthcare Network Georgia, Inc.
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Delaware
|
Healthcare Network Holdings, Inc.
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Delaware
|
Healthcare Network Hospitals (Dallas), Inc.
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Delaware
|
Healthcare Network Hospitals, Inc.
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Delaware
|
Healthcare Network Louisiana, Inc.
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Delaware
|
Healthcare Network Missouri, Inc.
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Delaware
|
Healthcare Network North Carolina, Inc.
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Delaware
|
Healthcare Network South Carolina, Inc.
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Delaware
|
Healthcare Network Tennessee, Inc.
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Delaware
|
Healthcare Network Texas, Inc.
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Delaware
|
The Healthcare Underwriting Company, a Risk Retention Group
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Vermont
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HealthCorp Network, Inc.
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Delaware
|
Healthpoint of North Carolina, L.L.C.
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North Carolina
|
Health Services CFMC, Inc.
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Texas
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Health Services HNMC, Inc.
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Delaware
|
Health Services Network Care, Inc.
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Delaware
|
Health Services Network Hospitals, Inc.
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Delaware
|
Health Services Network Texas, Inc.
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Delaware
|
The Heart and Vascular Clinic, L.L.C.
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Florida
|
Heart & Vascular Institute of Texas, Inc.
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Texas
|
Heart and Vascular Institute of Michigan
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Michigan
|
Hialeah Hospital, Inc.
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Florida
|
Hialeah Real Properties, Inc.
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Florida
|
Hickory Family Practice Associates - Tenet North Carolina, L.L.C.
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North Carolina
|
Highgate Hospital LLP
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England and Wales
|
Hilton Head Health System, L.P.
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South Carolina
|
Hilton Head Regional Healthcare, L.L.C.
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South Carolina
|
Hilton Head Regional OB/GYN Partners, L.L.C.
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South Carolina
|
Hilton Head Regional Physician Network – Georgia, L.L.C.
|
Georgia
|
Hilton Head Regional Physician Network, LLC
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South Carolina
|
Hitchcock State Street Real Estate, Inc.
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California
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HNMC, Inc.
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Delaware
|
HNW GP, Inc.
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Delaware
|
HNW LP, Inc.
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Delaware
|
Holy Cross Hospital, Inc.
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Arizona
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Home Health Partners of San Antonio, LLC
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Texas
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Hoover Doctors Group, Inc.
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Alabama
|
Hoover Land, LLC
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Delaware
|
Hospital Development of West Phoenix, Inc.
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Delaware
|
Hospital RCM Services, LLC
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Texas
|
Hospital Underwriting Group, Inc.
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Tennessee
|
Houston Northwest Partners, Ltd.
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Texas
|
Houston Specialty Hospital, Inc.
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Texas
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Houston Sunrise Investors, Inc.
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Delaware
|
HPS of PA, L.L.C.
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Pennsylvania
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HSRM International, Inc.
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California
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HUG Services, Inc.
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Delaware
|
The Huron Corporation
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District of Columbia
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Imaging Center at Baxter Village, L.L.C.
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South Carolina
|
InforMed Insurance Services, LLC
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Maryland
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International Health and Wellness, Inc.
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Florida
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JFK Memorial Hospital, Inc.
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California
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Journey Home Healthcare of San Antonio, LLC
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Texas
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Laguna Medical Systems, Inc.
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California
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Lake Health Care Facilities Inc.
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Delaware
|
LakeFront Medical Associates, LLC
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Delaware
|
Lakewood Regional Medical Center, Inc.
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California
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Lifemark Hospitals, Inc.
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Delaware
|
Lifemark Hospitals of Florida, Inc.
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Florida
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Lifemark Hospitals of Louisiana, Inc.
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Louisiana
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Los Alamitos Medical Center, Inc.
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California
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MacNeal Health Providers, Inc.
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Illinois
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MacNeal Management Services, Inc.
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Illinois
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MacNeal Medical Records, Inc.
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Delaware
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MacNeal Physicians Group, LLC
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Delaware
|
Meadowcrest Hospital, LLC
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Louisiana
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Medplex Outpatient Medical Centers, Inc.
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Alabama
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Memphis Urgent Care #1, L.L.C.
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Tennessee
|
Memphis Urgent Care #2, L.L.C.
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Tennessee
|
MetroWest Accountable Health Care Organization, LLC
|
Massachusetts
|
MetroWest HomeCare & Hospice, LLC
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Massachusetts
|
Michigan Pioneer ACO, LLC
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Delaware
|
Michigan Regional Imaging, LLC
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Michigan
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Mid-Island Primary and Urgent Care, L.L.C.
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South Carolina
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Midwest Pharmacies, Inc.
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Illinois
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Mobile Technology Management, LLC
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Michigan
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Nacogdoches ASC-LP, Inc.
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Delaware
|
National Ancillary, Inc.
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Texas
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National ASC, Inc.
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Delaware
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National Diagnostic Imaging Centers, Inc.
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Texas
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National HHC, Inc.
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Texas
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National Home Health Holdings, Inc.
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Delaware
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National ICN, Inc.
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Texas
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National Medical Services II, Inc.
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Florida
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National Outpatient Services Holdings, Inc.
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Delaware
|
National Urgent Care Holdings, Inc.
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Delaware
|
National Urgent Care, Inc.
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Florida
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Network Management Associates, Inc.
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California
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New Dimensions, LLC
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Illinois
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New H Acute, Inc.
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Delaware
|
New Medical Horizons II, Ltd.
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Texas
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NMC Lessor, L.P.
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Texas
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NME Headquarters, Inc.
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California
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N.M.E. International (Cayman) Limited
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Cayman Islands
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NME Properties Corp.
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Tennessee
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NME Properties, Inc.
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Delaware
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NME Property Holding Co., Inc.
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Delaware
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NME Psychiatric Hospitals, Inc.
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Delaware
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NME Rehabilitation Properties, Inc.
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Delaware
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North Carolina Community Family Medicine, L.L.C.
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North Carolina
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North Fulton Cardiovascular Medicine, L.L.C.
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Georgia
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North Fulton Hospitalist Group, L.L.C.
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Georgia
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North Fulton Medical Center, Inc.
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Georgia
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North Fulton Primary Care Associates, L.L.C.
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Georgia
|
North Fulton Primary Care - Willeo Rd., L.L.C.
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Delaware
|
North Fulton Primary Care - Windward Parkway, L.L.C.
|
Georgia
|
North Fulton Primary Care - Wylie Bridge, L.L.C.
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Georgia
|
North Fulton Pulmonary Specialists, L.L.C.
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Georgia
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North Fulton Women’s Consultants, L.L.C.
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Georgia
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North Miami Medical Center, Ltd.
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Florida
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North Shore Medical Billing Center, L.L.C.
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Florida
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North Shore Medical Center, Inc.
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Florida
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North Shore Physician Practices, L.L.C.
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Florida
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NRMC Physician Services, L.L.C.
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Florida
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NUCH of Connecticut, LLC
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Connecticut
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NUCH of Georgia, L.L.C.
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Georgia
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NUCH of Massachusetts, LLC
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Massachusetts
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NUCH of Michigan, Inc.
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Michigan
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NUCH of Texas
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Texas
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Okatie Surgical Partners, L.L.C.
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South Carolina
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Olive Branch Urgent Care #1, LLC
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Mississippi
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Oncology Associates of the Low Country, L.L.C.
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South Carolina
|
OrNda Hospital Corporation
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California
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Orthopedic Associates of the Lowcountry, L.L.C.
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South Carolina
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Palm Beach Gardens Cardiac and Vascular Partners, LLC
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Florida
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Palm Beach Gardens Community Hospital, Inc.
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Florida
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Palm Valley Medical Center Campus Association
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Arizona
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Park Plaza Hospital Billing Center, L.L.C.
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Texas
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PDN, L.L.C.
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Texas
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Phoenix Health Plans, Inc.
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Arizona
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PHPS-CHM Acquisition, Inc.
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Delaware
|
Physician Performance Network, L.L.C.
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Delaware
|
Physician Performance Network of Arizona, LLC
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Delaware
|
Physician Performance Network of Detroit
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Michigan
|
Physician Performance Network of South Carolina, LLC
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Delaware
|
Physician Performance Network of Philadelphia, L.L.C.
|
Pennsylvania
|
Physician Performance Network of Tucson, LLC
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Arizona
|
Physicians Performance Network of Houston
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Texas
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Physicians Performance Network of North Texas
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Texas
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Piedmont Behavioral Medicine Associates, LLC
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South Carolina
|
Piedmont Cardiovascular Physicians, L.L.C.
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South Carolina
|
Piedmont Carolina OB/GYN of York County, L.L.C.
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South Carolina
|
Piedmont Carolina Vascular Surgery, L.L.C.
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South Carolina
|
Piedmont/Carolinas Radiation Therapy, LLC
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South Carolina
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Piedmont East Urgent Care Center, L.L.C.
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South Carolina
|
Piedmont Express Care at Sutton Road, L.L.C.
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South Carolina
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Piedmont Family Practice at Baxter Village, L.L.C.
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South Carolina
|
Piedmont Family Practice at Rock Hill, L.L.C.
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South Carolina
|
Piedmont Family Practice at Tega Cay, L.L.C.
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South Carolina
|
Piedmont General Surgery Associates, L.L.C.
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South Carolina
|
Piedmont Internal Medicine at Baxter Village, L.L.C.
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South Carolina
|
Piedmont Medical Center Cardiovascular Clinical Co-Management, L.L.C
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South Carolina
|
Piedmont Physician Network, LLC
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South Carolina
|
Piedmont Pulmonology, L.L.C.
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South Carolina
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Piedmont Surgical Specialists, L.L.C.
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South Carolina
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Piedmont Urgent Care and Industrial Health Centers, Inc.
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South Carolina
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Piedmont Urgent Care Center at Baxter Village, L.L.C.
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South Carolina
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Piedmont West Urgent Care Center, L.L.C.
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South Carolina
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Placentia-Linda Hospital, Inc.
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California
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PMC Physician Network, L.L.C.
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South Carolina
|
PM CyFair Land Partners, LLC
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Delaware
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Practice Partners Management, L.P.
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Texas
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Premier ACO Physicians Network, LLC
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California
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Premier Health Plan Services, Inc.
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California
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Premier Medical Specialists, L.L.C.
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Missouri
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Primary Care Physicians Center, LLC
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Illinois
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Professional Healthcare Systems Licensing Corporation
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Delaware
|
Professional Liability Insurance Company
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Tennessee
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Pros Temporary Staffing, Inc.
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Illinois
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Republic Health Corporation of Rockwall County
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Nevada
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Resolute Health Family Urgent Care, Inc.
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Delaware
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Resolute Health Physicians Network, Inc.
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Texas
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Resolute Hospital Company, LLC
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Delaware
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RHC Parkway, Inc.
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Delaware
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Rheumatology Associates of Atlanta Medical Center, L.L.C.
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Georgia
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R.H.S.C. El Paso, Inc.
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Texas
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Rio Grande Valley Indigent Health Care Corporation
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Texas
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RLC, LLC
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Arizona
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Rock Bridge Surgical Institute, L.L.C.
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Georgia
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Saint Francis-Arkansas Physician Network, LLC
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Arkansas
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Saint Francis-Bartlett Physician Network, LLC
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Tennessee
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Saint Francis Behavioral Health Associates, L.L.C.
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Tennessee
|
Saint Francis Cardiology Associates, L.L.C.
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Tennessee
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Saint Francis Cardiovascular Surgery, L.L.C.
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Tennessee
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Saint Francis Center for Surgical Weight Loss, L.L.C.
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Tennessee
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Saint Francis Hospital-Bartlett, Inc.
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Tennessee
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Saint Francis Hospital Billing Center, L.L.C.
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Tennessee
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Saint Francis Hospital Inpatient Physicians, L.L.C.
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Tennessee
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Saint Francis Hospital Medicare ACO, LLC
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Delaware
|
Saint Francis Hospital Pro Fee Billing, L.L.C.
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Tennessee
|
Saint Francis Medical Partners, East, L.L.C.
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Tennessee
|
Saint Francis Medical Partners, General Surgery, L.L.C.
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Tennessee
|
Saint Francis Medical Specialists, L.L.C.
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Tennessee
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Saint Francis Physician Network, LLC
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Tennessee
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Saint Francis Surgical Associates, L.L.C.
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Tennessee
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Saint Vincent Healthcare System, Inc.
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Delaware
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Saint Vincent Physician Services, Inc.
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Massachusetts
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San Ramon Ambulatory Care, LLC
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Delaware
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San Ramon ASC, L. P.
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California
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San Ramon Regional Medical Center, LLC
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Delaware
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San Ramon Surgery Center, L.L.C.
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California
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SCHC Pediatric Anesthesia Associates, L.L.C.
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Pennsylvania
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SCHC Pediatric Associates, L.L.C.
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Pennsylvania
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SFMP, Inc.
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Tennessee
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SFMPE - Crittenden, L.L.C.
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Arkansas
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Shelby Baptist Affinity, LLC
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Alabama
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Shelby Baptist Ambulatory Surgery Center, LLC
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Alabama
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Sierra Providence Healthcare Enterprises
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Texas
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Sierra Providence Health Network, Inc.
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Texas
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Sierra Vista Hospital, Inc.
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California
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Sinai-Grace Premier Clinical Management Services LLC
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Michigan
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SL-HLC, Inc.
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Missouri
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SLH Physicians, L.L.C.
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Missouri
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SLH Vista, Inc.
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Missouri
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SLUH Anesthesia Physicians, L.L.C.
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Missouri
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SMSJ Tucson Holdings, LLC
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Delaware
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South Carolina East Cooper Surgical Specialists, L.L.C.
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South Carolina
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South Carolina Health Services, Inc.
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South Carolina
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South Carolina SeWee Family Medicine, L.L.C.
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South Carolina
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South Fulton Health Care Centers, Inc.
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Delaware
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SouthCare Physicians Group Neurology, L.L.C.
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Georgia
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SouthCare Physicians Group Obstetrics & Gynecology, L.L.C.
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Georgia
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Southeast Michigan Physicians’ Insurance Company
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Michigan
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Southern Orthopedics and Sports Medicine, L.L.C.
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South Carolina
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Southern States Physician Operations, Inc.
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North Carolina
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Southwest Children’s Hospital, LLC
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Delaware
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Spalding Regional Medical Center, Inc.
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Georgia
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Spalding Regional OB/GYN, L.L.C.
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Georgia
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Spalding Regional Physician Services, L.L.C.
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Georgia
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Springfield Service Holding Corporation
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Delaware
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SRRMC Management, Inc.
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Delaware
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StChris Care at Northeast Pediatrics, L.L.C.
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Pennsylvania
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St. Chris Onsite Pediatric Partners, L.L.C
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Pennsylvania
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VBOA ASC Partners, L.L.C.
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Texas
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VHM Services, Inc.
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Massachusetts
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VHS Acquisition Corporation
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Delaware
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VHS Acquisition Partnership Number 1, L.P
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Delaware
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VHS Acquisition Subsidiary Number 1, Inc.
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Delaware
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VHS Acquisition Subsidiary Number 2, Inc.
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Delaware
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VHS Acquisition Subsidiary Number 3, Inc.
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Delaware
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VHS Acquisition Subsidiary Number 4, Inc.
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Delaware
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VHS Acquisition Subsidiary Number 5, Inc.
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Delaware
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VHS Acquisition Subsidiary Number 6, Inc.
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Delaware
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VHS Acquisition Subsidiary Number 7, Inc.
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Delaware
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VHS Acquisition Subsidiary Number 8, Inc.
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Delaware
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VHS Acquisition Subsidiary Number 9, Inc.
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Delaware
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VHS Acquisition Subsidiary Number 10, Inc.
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Delaware
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VHS Acquisition Subsidiary Number 11, Inc.
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Delaware
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VHS Acquisition Subsidiary Number 12, Inc.
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Delaware
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VHS Arizona Heart Institute, Inc.
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Delaware
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VHS Brownsville Hospital Company, LLC
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Delaware
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VHS Chicago Market Procurement, LLC
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Delaware
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VHS Children’s Hospital of Michigan, Inc.
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Delaware
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VHS Detroit Businesses, Inc.
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Delaware
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VHS Detroit Receiving Hospital, Inc.
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Delaware
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VHS Detroit Ventures, Inc.
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Delaware
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VHS Harlingen Hospital Company, LLC
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Delaware
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VHS Harper-Hutzel Hospital, Inc.
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Delaware
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VHS Holding Company, Inc.
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Delaware
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VHS Huron Valley-Sinai Hospital, Inc.
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Delaware
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VHS Imaging Centers, Inc.
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Delaware
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VHS New England Holding Company I, Inc.
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Delaware
|
VHS of Anaheim, Inc.
|
Delaware
|
VHS of Arrowhead, Inc.
|
Delaware
|
VHS of Huntington Beach, Inc.
|
Delaware
|
VHS of Illinois, Inc.
|
Delaware
|
VHS of Michigan, Inc.
|
Delaware
|
VHS of Michigan Staffing, Inc.
|
Delaware
|
VHS of Orange County, Inc.
|
Delaware
|
VHS of Phoenix, Inc.
|
Delaware
|
VHS of South Phoenix, Inc.
|
Delaware
|
VHS Outpatient Clinics, Inc.
|
Delaware
|
VHS Phoenix Health Plan, Inc.
|
Delaware
|
VHS Physicians of Michigan
|
Michigan
|
VHS Rehabilitation Institute of Michigan, Inc.
|
Delaware
|
VHS San Antonio Partners, LLC
|
Delaware
|
VHS Sinai-Grace Hospital, Inc.
|
Delaware
|
VHS University Laboratories, Inc.
|
Delaware
|
VHS Valley Health System, LLC
|
Delaware
|
|
|
|
(1)
|
Subsidiaries of this entity, in which the Registrant indirectly holds a minority (non-controlling) interest, have been omitted.
|
|
(2)
|
Subsidiaries of this entity, in which the Registrant indirectly held an 80% ownership interest at December 31, 2017, are set forth in the table below.
|
Name of Entity
|
State or Other Jurisdiction of Formation
|
12
th
Avenue Real Estate, LP
|
Texas
|
25 East Same Day Surgery, L.L.C.
|
Illinois
|
300 PBL Development, LLC
|
Delaware
|
Advanced Ambulatory Surgical Care, L.P.
|
Missouri
|
Advanced Surgical Concepts, LLC
|
Louisiana
|
Adventist Midwest Health/USP Surgery Centers, L.L.C.
|
Illinois
|
AIG Holdings, LLC
|
Texas
|
AIGB Austin, L.P.
|
Texas
|
AIGB Global, LLC
|
Texas
|
AIGB Group, Inc.
|
Delaware
|
AIGB Holdings, Inc.
|
Delaware
|
AIGB Management Services, LLC
|
Texas
|
Alabama Digestive Health Endoscopy Center, L.L.C.
|
Alabama
|
Alamo Heights Surgicare, L.P.
|
Texas
|
Alliance Greenville Texas General Partner, LLC
|
Delaware
|
Alliance Sterling Ridge, L.P.
|
Delaware
|
Alliance Surgery Birmingham, LLC
|
Delaware
|
Alliance Surgery, Inc.
|
Delaware
|
All Star MOB, LLC
|
Texas
|
Ambulatory Surgical Associates, LLC
|
Tennessee
|
Ambulatory Surgical Center of Somerville, LLC
|
New Jersey
|
The Ambulatory Surgical Center of St. Louis, L.P.
|
Missouri
|
Carondelet St. Mary’s-Northwest, L.L.C.
|
Arizona
|
Cascade Spine Center, LLC
|
Delaware
|
Castle Rock Surgery Center, LLC
|
Colorado
|
Cedar Park Surgery Center, L.L.P.
|
Texas
|
Centennial ASC, LLC
|
Texas
|
The Center for Ambulatory Surgical Treatment, L.P.
|
California
|
Central Jersey Surgery Center, LLC
|
Georgia
|
Central Virginia Surgi-Center, L.P.
|
Virginia
|
Centura Ventures Surgery Centers, LLC
|
Colorado
|
Chandler Endoscopy Ambulatory Surgery Center, LLC
|
Arizona
|
Charlotte Endoscopic Surgery Center, LLC
|
Florida
|
Chattanooga Pain Management Center, LLC
|
Delaware
|
Chesterfield Ambulatory Surgery Center, L.P.
|
Missouri
|
Chesterfield Anesthesia Associates of Missouri, LLC
|
Missouri
|
CHIC/USP Surgery Centers, LLC
|
Colorado
|
Chico Surgery Center, L.P.
|
California
|
CHRISTUS Cabrini Surgery Center, L.L.C.
|
Louisiana
|
Clarkston ASC Partners, LLC
|
Michigan
|
Clarksville Surgery Center, LLC
|
Tennessee
|
Coast Surgery Center, L.P.
|
California
|
Conroe Surgery Center 2, LLC
|
Texas
|
Coral Ridge Outpatient Center, LLC
|
Florida
|
Corpus Christi Surgicare, Ltd.
|
Texas
|
Covenant/USP Surgery Centers, LLC
|
Tennessee
|
Creekwood Investors, LLC
|
Missouri
|
Creekwood Surgery Center, L.P.
|
Missouri
|
Crown Point Surgery Center, LLC
|
Colorado
|
CS/USP General Partner, LLC
|
Texas
|
CS/USP Surgery Centers, LP
|
Texas
|
Dallas Surgical Partners, LLC
|
Texas
|
Denton Surgicare Partners, Ltd.
|
Texas
|
Denton Surgicare Real Estate, Ltd.
|
Texas
|
Denville Surgery Center, LLC
|
New Jersey
|
Desert Cove MOB, LLC
|
Arizona
|
Desert Ridge Outpatient Surgery, LLC
|
Arizona
|
Desoto Surgicare Partners, Ltd.
|
Texas
|
Destin Surgery Center, LLC
|
Florida
|
DH/USP Sacramento Pain GP, LLC
|
California
|
DH/USP SJOSC Investment Company, L.L.C.
|
Arizona
|
Dignity/USP Folsom GP, LLC
|
California
|
Dignity/USP Grass Valley GP, LLC
|
California
|
Dignity/USP Las Vegas Surgery Centers, LLC
|
Nevada
|
Dignity/USP Metro Surgery Center, LLC
|
Arizona
|
Dignity/USP/Muir East Bay Surgery Centers, LLC
|
California
|
Dignity/USP NorCal Surgery Centers, LLC
|
California
|
Dignity/USP Phoenix Surgery Centers II, LLC
|
Arizona
|
Dignity/USP Phoenix Surgery Centers, LLC
|
Arizona
|
Dignity/USP Redding GP, LLC
|
California
|
Dignity/USP Roseville GP, LLC
|
California
|
Doctors Outpatient Surgery Center of Jupiter, L.L.C.
|
Florida
|
Dreamland UAP Anesthesia, LLC
|
Missouri
|
East Atlanta Endoscopy Centers, LLC
|
Georgia
|
East Portland Surgery Center, LLC
|
Oregon
|
East West Surgery Center, L.P.
|
Georgia
|
Eastgate Building Center, L.L.C.
|
Ohio
|
Effingham Surgical Partners, LLC
|
Illinois
|
Einstein Montgomery Surgery Center, LLC
|
Pennsylvania
|
Einstein/USP Surgery Centers, L.L.C.
|
Pennsylvania
|
El Mirador Surgery Center, L.L.C.
|
California
|
El Paso Center for Gastrointestinal Endoscopy, LLC
|
Texas
|
El Paso Day Surgery, LLC
|
Texas
|
Elite Anesthesia, LLC
|
Arizona
|
Emerson Surgery Center, LLC
|
Missouri
|
Encinitas Endoscopy Center, LLC
|
California
|
Endoscopy Center of Hackensack, LLC
|
New Jersey
|
Endoscopy Consultants, LLC
|
Georgia
|
EPIC ASC, LLC
|
Kansas
|
Eye Center of Nashville UAP, LLC
|
Tennessee
|
Eye Surgery Center of Nashville, LLC
|
Tennessee
|
Flatirons Surgery Center, LLC
|
Colorado
|
Folsom Outpatient Surgery Center, L.P.
|
California
|
Fort Worth Hospital Real Estate, LP
|
Texas
|
Fort Worth Surgicare Partners, Ltd.
|
Texas
|
FPN – Frisco Physicians Network
|
Texas
|
Franklin Endo UAP, LLC
|
Tennessee
|
Franklin Endoscopy Center, LLC
|
Tennessee
|
Frisco Medical Center, L.L.P.
|
Texas
|
Frontenac Ambulatory Surgery & Spine Care Center, L.P.
|
Missouri
|
Gamma Surgery Center, LLC
|
Delaware
|
Garland Surgicare Partners, Ltd.
|
Texas
|
Gateway Endoscopy Center, L.P.
|
Missouri
|
GCSA Ambulatory Surgery Center, LLC
|
Texas
|
Genesis ASC Partners, LLC
|
Michigan
|
Georgia Endoscopy Center, LLC
|
Georgia
|
Georgia Musculoskeletal Network, Inc.
|
Georgia
|
Georgia Spine Surgery Center, LLC
|
Delaware
|
GLS UAP Sugarland, LLC
|
Texas
|
Golden Ridge ASC, LLC
|
Colorado
|
Grapevine Surgicare Partners, Ltd.
|
Texas
|
Grass Valley Outpatient Surgery Center, L.P.
|
California
|
Greenville Physicians Surgery Center, LLP
|
Texas
|
Greenwood ASC, LLC
|
Delaware
|
Magnetic Resonance Imaging of San Luis Obispo, Inc.
|
California
|
Magnolia Surgery Center Limited Partnership
|
Delaware
|
Manchester Ambulatory Surgery Center, LP
|
Missouri
|
Mary Immaculate Ambulatory Surgery Center, LLC
|
Virginia
|
MASC Partners, LLC
|
Missouri
|
Mason Ridge Ambulatory Surgery Center, L.P.
|
Missouri
|
Mayfield Spine Surgery Center, LLC
|
Ohio
|
McLaren ASC of Flint, LLC
|
Michigan
|
MCSH Real Estate Investors, Ltd.
|
Texas
|
Medical House Staffing, LLC
|
Texas
|
Medical Park Tower Surgery Center, LLC
|
Texas
|
Medplex Outpatient Surgery Center, Ltd.
|
Alabama
|
MEDSTAR/USP Surgery Centers, L.L.C.
|
Maryland
|
Memorial Hermann Bay Area Endoscopy Center, LLC
|
Texas
|
Memorial Hermann Endoscopy & Surgery Center North Houston, L.L.C.
|
Texas
|
Memorial Hermann Endoscopy Center North Freeway, LLC
|
Texas
|
Memorial Hermann Specialty Hospital Kingwood, L.L.C.
|
Texas
|
Memorial Hermann Sugar Land Surgical Hospital, L.L.P.
|
Texas
|
Memorial Hermann Surgery Center – The Woodlands, LLP
|
Texas
|
Memorial Hermann Surgery Center Katy, LLP
|
Texas
|
Memorial Hermann Surgery Center Kingsland, L.L.C.
|
Texas
|
Memorial Hermann Surgery Center Kirby, LLC
|
Texas
|
Memorial Hermann Surgery Center Memorial City, L.L.C.
|
Texas
|
Memorial Hermann Surgery Center Northwest LLP
|
Texas
|
Memorial Hermann Surgery Center Pinecroft, LLC
|
Texas
|
Memorial Hermann Surgery Center Preston Road, Ltd.
|
Texas
|
Memorial Hermann Surgery Center Richmond, LLC
|
Texas
|
Memorial Hermann Surgery Center Southwest, L.L.P.
|
Texas
|
Memorial Hermann Surgery Center Sugar Land, LLP
|
Texas
|
Memorial Hermann Surgery Center Texas Medical Center, LLP
|
Texas
|
Memorial Hermann Surgery Center Woodlands Parkway, LLC
|
Texas
|
Memorial Hermann Texas International Endoscopy Center, LLC
|
Texas
|
Memorial Hermann West Houston Surgery Center, LLC
|
Texas
|
Memorial Hermann/USP Surgery Centers II, L.P.
|
Texas
|
Memorial Hermann/USP Surgery Centers III, LLP
|
Texas
|
Memorial Hermann/USP Surgery Centers IV, LLP
|
Texas
|
Memorial Hermann/USP Surgery Centers, LLP
|
Texas
|
Memorial Surgery Center, LLC
|
Oklahoma
|
Merced Ambulatory Surgery Center, LLC
|
California
|
Mercy/USP Health Ventures, L.L.C.
|
Iowa
|
Metro Surgery Center, LLC
|
Delaware
|
Metrocrest Surgery Center, L.P.
|
Texas
|
Metroplex Surgicare Partners, Ltd.
|
Texas
|
Metropolitan New Jersey, LLC
|
New Jersey
|
MH Memorial City Surgery, LLC
|
Texas
|
MH/USP Bay Area, LLC
|
Texas
|
NorthShore/USP Surgery Centers II, L.L.C.
|
Illinois
|
Northwest Ambulatory Surgery Center, LLC
|
Oregon
|
Northwest Georgia Orthopaedic Surgery Center, LLC
|
Georgia
|
Northwest Regional ASC, LLC
|
Delaware
|
Northwest Surgery Center, LLP
|
Texas
|
Northwest Surgery Center, Ltd.
|
Texas
|
NSCH GP Holdings, LLC
|
Delaware
|
NSCH/USP Desert Surgery Centers, L.L.C.
|
Delaware
|
OCOMS Imaging, LLC
|
Oklahoma
|
OCOMS Professional Services, LLC
|
Oklahoma
|
Oklahoma Center for Orthopedic and Multi-Specialty Surgery, LLC
|
Oklahoma
|
Old Tesson Surgery Center, L.P.
|
Missouri
|
Olive Ambulatory Surgery Center, LLC
|
Missouri
|
OLOL Pontchartrain Surgery Center, LLC
|
Louisiana
|
OLOL/USP Surgery Centers, L.L.C.
|
Texas
|
Ophthalmology Anesthesia Services, LLC
|
Florida
|
Ophthalmology Surgery Center of Orlando, LLC
|
Florida
|
Optimum Spine Center, LLC
|
Georgia
|
Orlando Health/USP Surgery Centers, L.L.C.
|
Florida
|
OrthoArizona Surgery Center Gilbert, LLC
|
Arizona
|
OrthoLink ASC Corporation
|
Tennessee
|
OrthoLink Physicians Corporation
|
Delaware
|
OrthoLink Radiology Services Corporation
|
Tennessee
|
OrthoLink/ Georgia ASC, Inc.
|
Georgia
|
OrthoLink/Baptist ASC, LLC
|
Tennessee
|
OrthoLink/New Mexico ASC, Inc.
|
Georgia
|
Orthopedic and Surgical Specialty Company, LLC
|
Arizona
|
Orthopedic South Surgical Partners, LLC
|
Georgia
|
The Outpatient Center, LLC
|
Florida
|
Pacific Endoscopy and Surgery Center, LLC
|
California
|
Pacific Endo-Surgical Center, L.P.
|
California
|
PAHS/USP Surgery Centers, LLC
|
Colorado
|
Pain Diagnostic and Treatment Center, L.P.
|
California
|
Pain Treatment Centers of Michigan, LLC
|
Delaware
|
Paramus Endoscopy, LLC
|
New Jersey
|
Park Cities Surgery Center, LLC
|
Texas
|
Park Place Investor Group, L.P.
|
Texas
|
Parkway Recovery Care Center, LLC
|
Nevada
|
Parkway Surgery Center, LLC
|
Nevada
|
Parkwest Surgery Center, L.P.
|
Tennessee
|
Patient Partners, LLC
|
Tennessee
|
Pediatric Surgery Center – Odessa, LLC
|
Florida
|
Pediatric Surgery Centers, LLC
|
Florida
|
The Physicians’ Center, L.P.
|
Texas
|
Physicians Pavilion, L.P.
|
Delaware
|
Physicians Surgery Center at Good Samaritan, LLC
|
Illinois
|
Savannah Endoscopy Ambulatory Surgery Center, LLC
|
Georgia
|
Scripps Encinitas Surgery Center, LLC
|
California
|
Scripps/USP Surgery Centers, L.L.C.
|
California
|
Shands/Solantic Joint Venture, LLC
|
Delaware
|
Shore Outpatient Surgicenter, L.L.C.
|
Georgia
|
Shoreline Real Estate Partnership, LLP
|
Texas
|
Shoreline Surgery Center, LLP
|
Texas
|
Shrewsbury Surgery Center, LLC
|
New Jersey
|
Silicon Valley Outpatient Surgery Centers, LLC
|
California
|
Silver Cross Ambulatory Surgery Center, LLC
|
Illinois
|
Silver Cross/USP Surgery Centers, LLC
|
Illinois
|
Siouxland Surgery Center Limited Liability Partnership
|
Iowa
|
SKV UAP Sugarland, LLC
|
Texas
|
SLPA ACO, LLC
|
Missouri
|
Solantic Corporation
|
Delaware
|
Solantic Development, LLC
|
Delaware
|
Solantic Holdings Corporation
|
Delaware
|
Solantic of Jacksonville, LLC
|
Delaware
|
Solantic of Orlando, LLC
|
Delaware
|
Solantic/South Florida, LLC
|
Delaware
|
South County Outpatient Endoscopy Services, L.P.
|
Missouri
|
South Denver Musculoskeletal Surgical Partners, LLC
|
Colorado
|
The Southeastern Spine Institute Ambulatory Surgery Center, L.L.C.
|
South Carolina
|
South Florida Ambulatory Surgical Center, LLC
|
Florida
|
Southwest Ambulatory Surgery Center, L.L.C.
|
Oklahoma
|
Southwest Orthopedic and Spine Hospital Real Estate, LLC
|
Delaware
|
Southwest Orthopedic and Spine Hospital, LLC
|
Arizona
|
Southwestern Ambulatory Surgery Center, LLC
|
Pennsylvania
|
SPC at the Star, LLC
|
Texas
|
Specialty Surgery Center of Fort Worth, L.P.
|
Texas
|
Specialty Surgicenters, Inc.
|
Georgia
|
Spinal Diagnostics and Treatment Centers, L.L.C.
|
California
|
Spine & Joint Physician Associates
|
Texas
|
SSI Holdings, Inc.
|
Georgia
|
St. Joseph’s Outpatient Surgery Center, LLC
|
Arizona
|
St. Joseph’s Surgery Center, L.P.
|
California
|
St. Louis Physician Alliance, LLC
|
Missouri
|
St. Louis Surgical Center, LLC
|
Missouri
|
St. Louis Urology Center, LLC
|
Missouri
|
St. Luke’s/USP Surgery Centers, LLC
|
Missouri
|
St. Mary’s Ambulatory Surgery Center, LLC
|
Virginia
|
St. Mary’s/USP Surgery Centers, LLC
|
Missouri
|
St. Vincent Health/USP, LLC
|
Indiana
|
St. Vincent/USP Surgery Centers, LLC
|
Arkansas
|
Stockton Outpatient Surgery Center, LLC
|
California
|
Suburban Endoscopy Center, LLC
|
New Jersey
|
Summit View Surgery Center, LLC
|
Colorado
|
Sun View Imaging, L.L.C.
|
New Mexico
|
Surgery Affiliate of El Paso, LLC
|
Texas
|
Surgery Center at Mount Pleasant, LLC
|
South Carolina
|
Surgery Center at University Park, LLC
|
Florida
|
Surgery Center of Atlanta, LLC
|
Georgia
|
Surgery Center of Canfield, LLC
|
Ohio
|
Surgery Center of Columbia, L.P.
|
Missouri
|
The Surgery Center at Jensen Beach, LLC
|
Florida
|
The Surgery Center at Williamson, LLC
|
Texas
|
Surgery Center of Okeechobee, LLC
|
Florida
|
Surgery Center of Pembroke Pines, L.L.C.
|
Florida
|
Surgery Center of Peoria, L.L.C.
|
Oklahoma
|
Surgery Center of Richardson Physician Partnership, L.P.
|
Texas
|
Surgery Center of Santa Barbara, LLC
|
California
|
Surgery Center of Scottsdale, LLC
|
Oklahoma
|
Surgery Center of Tempe Real Estate, L.L.C.
|
Arizona
|
Surgery Center of Tempe Real Estate II, L.L.C.
|
Arizona
|
Surgery Centers of America II, L.L.C.
|
Oklahoma
|
Surgery Centre of SW Florida, LLC
|
Florida
|
Surgical Elite of Avondale, L.L.C.
|
Arizona
|
Surgical Health Partners, LLC
|
Tennessee
|
Surgical Institute Management, LLC
|
Pennsylvania
|
Surgical Institute of Reading, LLC
|
Pennsylvania
|
Surgical Specialists at Princeton, LLC
|
New Jersey
|
Surgicare of Miramar, L.L.C.
|
Florida
|
Surginet, Inc.
|
Tennessee
|
Surgis Management Services, Inc.
|
Tennessee
|
Surgis of Chico, Inc.
|
Tennessee
|
Surgis of Phoenix, Inc.
|
Tennessee
|
Surgis of Redding, Inc.
|
Tennessee
|
Surgis of Victoria, Inc.
|
Tennessee
|
Surgis, Inc.
|
Delaware
|
Tamarac Surgery Center, LLC
|
Florida
|
Tempe New Day Surgery Center, L.P.
|
Texas
|
Templeton Imaging, Inc.
|
California
|
TENN SM, LLC
|
Tennessee
|
Terre Haute Surgical Center, LLC
|
Indiana
|
Teton Outpatient Services, LLC
|
Wyoming
|
Texan Ambulatory Surgery Center, L.P.
|
Texas
|
Texas Endoscopy Centers, LLC
|
Texas
|
Texas Health Venture Arlington Hospital, LLC
|
Texas
|
Texas Health Venture Baylor Plano, LLC
|
Texas
|
Texas Health Venture Carrollton, LLC
|
Texas
|
Texas Health Venture Centennial, LLC
|
Texas
|
Texas Health Venture Ennis, LLC
|
Texas
|
Texas Health Venture Fort Worth, L.L.C.
|
Texas
|
Texas Health Venture Granbury, LLC
|
Texas
|
Texas Health Venture Heritage Park, LLC
|
Texas
|
Texas Health Venture Keller, LLC
|
Texas
|
Texas Health Venture Las Colinas, LLC
|
Texas
|
Texas Health Venture Mansfield, LLC
|
Texas
|
Texas Health Venture Plano Endo, LLC
|
Texas
|
Texas Health Venture Plano Parkway, LLC
|
Texas
|
Texas Health Venture Plano, LLC
|
Texas
|
Texas Health Venture Texas Spine, LLC
|
Texas
|
Texas Health Ventures Group L.L.C.
|
Texas
|
Texas Orthopedics Surgery Center, LLC
|
Texas
|
Texas Spine and Joint Hospital, LLC
|
Texas
|
Theda Oaks Gastroenterology & Endoscopy Center, LLC
|
Texas
|
THV Park Cities, LLC
|
Texas
|
THVG Arlington GP, LLC
|
Delaware
|
THVG Bariatric GP, LLC
|
Texas
|
THVG Bariatric, L.L.C.
|
Texas
|
THVG Bedford GP, LLC
|
Delaware
|
THVG Bellaire GP, LLC
|
Delaware
|
THVG Denton GP, LLC
|
Delaware
|
THVG DeSoto GP, LLC
|
Delaware
|
THVG DSP GP, LLC
|
Delaware
|
THVG Fort Worth GP, LLC
|
Delaware
|
THVG Frisco GP, LLC
|
Delaware
|
THVG Garland GP, LLC
|
Delaware
|
THVG Grapevine GP, LLC
|
Delaware
|
THVG Irving-Coppell GP, LLC
|
Delaware
|
THVG Lewisville GP, LLC
|
Delaware
|
THVG North Garland GP, LLC
|
Delaware
|
THVG Park Cities/Trophy Club GP, LLC
|
Delaware
|
THVG Rockwall 2 GP, LLC
|
Texas
|
THVG Rockwall GP, LLC
|
Delaware
|
THVG Valley View GP, LLC
|
Delaware
|
Titan Health Corporation
|
Delaware
|
Titan Health of Chattanooga, Inc.
|
California
|
Titan Health of Hershey, Inc.
|
California
|
Titan Health of Mount Laurel, LLC
|
California
|
Titan Health of North Haven, Inc.
|
California
|
Titan Health of Pittsburgh, Inc.
|
California
|
Titan Health of Pleasant Hills, Inc.
|
California
|
Titan Health of Princeton, Inc.
|
California
|
Titan Health of Sacramento, Inc.
|
California
|
Titan Health of Saginaw, Inc.
|
California
|
Titan Health of Titusville, Inc.
|
California
|
Titan Health of West Penn, Inc.
|
California
|
Upper Cumberland Physicians’ Surgery Center, LLC
|
Tennessee
|
USP 12th Ave Real Estate, Inc.
|
Texas
|
USP Acquisition Corporation
|
Delaware
|
USP Alexandria, Inc.
|
Louisiana
|
USP Assurance Company
|
Vermont
|
USP Athens, Inc.
|
Georgia
|
USP Atlanta, Inc.
|
Georgia
|
USP Austin, Inc.
|
Texas
|
USP Bariatric, LLC
|
Delaware
|
USP Beaumont, Inc.
|
Texas
|
USP Bergen, Inc.
|
New Jersey
|
USP Bloomington, Inc.
|
Indiana
|
USP Bridgeton, Inc.
|
Missouri
|
USP Cedar Park, Inc.
|
Texas
|
USP Chesterfield, Inc.
|
Missouri
|
USP Chicago, Inc.
|
Illinois
|
USP Cincinnati, Inc.
|
Ohio
|
USP Coast, Inc.
|
California
|
USP Columbia, Inc.
|
Missouri
|
USP Connecticut, Inc.
|
Connecticut
|
USP Corpus Christi, Inc.
|
Texas
|
USP Creve Coeur, Inc.
|
Missouri
|
USP Denver, Inc.
|
Colorado
|
USP Des Peres, Inc.
|
Missouri
|
USP Destin, Inc.
|
Florida
|
USP Domestic Holdings, Inc.
|
Delaware
|
USP Effingham, Inc.
|
Illinois
|
USP Encinitas Endoscopy, Inc.
|
California
|
USP Fenton, Inc.
|
Missouri
|
USP Festus, Inc.
|
Missouri
|
USP Florissant, Inc.
|
Missouri
|
USP Fort Lauderdale, Inc.
|
Florida
|
USP Fort Worth Hospital Real Estate, Inc.
|
Texas
|
USP Fredericksburg, Inc.
|
Virginia
|
USP Frontenac, Inc.
|
Missouri
|
USP Gateway, Inc.
|
Missouri
|
USP Harbour View, Inc.
|
Virginia
|
USP Hazelwood, Inc.
|
Missouri
|
USP HMH Surgery Center at Shore, LLC
|
New Jersey
|
USP Houston, Inc.
|
Texas
|
USP Indiana, Inc.
|
Indiana
|
USP International Holdings, Inc.
|
Delaware
|
USP Jersey City, Inc.
|
New Jersey
|
USP Kansas City, Inc.
|
Missouri
|
USP Knoxville, Inc.
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Tennessee
|
USP Little Rock, Inc.
|
Arkansas
|
USP Long Island, Inc.
|
Delaware
|
USP Louisiana, Inc.
|
Louisiana
|
USP Lubbock, Inc.
|
Texas
|
USP Maryland, Inc.
|
Maryland
|
USP Mason Ridge, Inc.
|
Missouri
|
USP Mattis, Inc.
|
Missouri
|
USP Michigan, Inc.
|
Michigan
|
USP Midland Real Estate, Inc.
|
Texas
|
USP Midland, Inc.
|
Texas
|
USP Midwest, Inc.
|
Illinois
|
USP Mission Hills, Inc.
|
California
|
USP Morris, Inc.
|
New Jersey
|
USP Mt. Vernon, Inc.
|
Illinois
|
USP Nevada Holdings, LLC
|
Nevada
|
USP Nevada, Inc.
|
Nevada
|
USP New Jersey, Inc.
|
New Jersey
|
USP Newport News, Inc.
|
Virginia
|
USP North Kansas City, Inc.
|
Missouri
|
USP North Texas, Inc.
|
Delaware
|
USP Northwest Arkansas, Inc.
|
Arkansas
|
USP Office Parkway, Inc.
|
Missouri
|
USP Ohio RE, Inc.
|
Ohio
|
USP Oklahoma, Inc.
|
Oklahoma
|
USP Olive, Inc.
|
Missouri
|
USP Orlando, Inc.
|
Florida
|
USP Philadelphia, Inc.
|
Pennsylvania
|
USP Phoenix, Inc.
|
Arizona
|
USP Portland, Inc.
|
Oregon
|
USP Reading, Inc.
|
Pennsylvania
|
USP Richmond II, Inc.
|
Virginia
|
USP Richmond, Inc.
|
Virginia
|
USP Sacramento, Inc.
|
California
|
USP San Antonio, Inc.
|
Texas
|
USP Santa Barbara Surgery Centers, Inc.
|
California
|
USP Securities Corporation
|
Tennessee
|
USP Silver Cross, Inc.
|
Illinois
|
USP Siouxland, Inc.
|
Iowa
|
USP Somerset, Inc.
|
New Jersey
|
USP South Carolina, Inc.
|
Delaware
|
USP Southlake RE, Inc.
|
Texas
|
USP St. Louis, Inc.
|
Missouri
|
USP St. Louis Urology, Inc.
|
Missouri
|
USP St. Peters, Inc.
|
Missouri
|
USP Sunset Hills, Inc.
|
Missouri
|
USP Tennessee, Inc.
|
Tennessee
|
USP Texas Air, L.L.C.
|
Texas
|
1.
|
I have reviewed this annual report on Form 10-K of Tenet Healthcare Corporation (the “Registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
5.
|
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
Date: February 26, 2018
|
|
|
/s/ RONALD A. RITTENMEYER
|
|
Ronald A. Rittenmeyer
|
|
Executive Chairman and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Tenet Healthcare Corporation (the “Registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
5.
|
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
Date: February 26, 2018
|
|
|
/s/ DANIEL J. CANCELMI
|
|
Daniel J. Cancelmi
|
|
Chief Financial Officer
|
Date: February 26, 2018
|
/s/ RONALD A. RITTENMEYER
|
|
Ronald A. Rittenmeyer
|
|
Executive Chairman and Chief Executive Officer
|
Date: February 26, 2018
|
/s/ DANIEL J. CANCELMI
|
|
Daniel J. Cancelmi
|
|
Chief Financial Officer
|