Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

Form 10-Q

 

x      Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

for the quarterly period ended March 31, 2012

 

OR

 

¨         Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

for the transition period from             to             

 

Commission File Number 1-7293

 


 

TENET HEALTHCARE CORPORATION

 (Exact name of Registrant as specified in its charter)

 


 

Nevada

 

95-2557091

(State of Incorporation)

 

(IRS Employer Identification No.)

 

1445 Ross Avenue, Suite 1400

Dallas, TX 75202

(Address of principal executive offices, including zip code)

 

(469) 893-2200

(Registrant’s telephone number, including area code)

 


 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.  Yes x No o

 

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).  Yes x No o

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Exchange Act Rule 12b-2).

 

Large accelerated filer x

 

Accelerated filer o

 

 

 

Non-accelerated filer o

 

Smaller reporting company o

 

Indicate by check mark whether the Registrant is a shell company (as defined in Exchange Act Rule 12b-2).  Yes o No x

 

As of April 30, 2012, there were 413,812,581 shares of the Registrant’s common stock, $0.05 par value, outstanding.

 

 

 



Table of Contents

 

TENET HEALTHCARE CORPORATION

TABLE OF CONTENTS

 

 

 

Page

PART I.

FINANCIAL INFORMATION

 

 

 

 

Item 1.

Financial Statements (Unaudited)

 

 

 

 

 

Condensed Consolidated Financial Statements

1

 

 

 

 

Notes to Condensed Consolidated Financial Statements

5

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

20

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

42

 

 

 

Item 4.

Controls and Procedures

42

 

 

 

PART II.

OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

43

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

43

 

 

 

Item 6.

Exhibits

43

 

i



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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

 

TENET HEALTHCARE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

Dollars in Millions

(Unaudited)

 

 

 

March 31,

 

December 31,

 

 

 

2012

 

2011

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

104

 

$

113

 

Accounts receivable, less allowance for doubtful accounts ($380 at March 31, 2012 and $397 at December 31, 2011)

 

1,417

 

1,278

 

Inventories of supplies, at cost

 

157

 

161

 

Income tax receivable

 

5

 

7

 

Current portion of deferred income taxes

 

411

 

418

 

Assets held for sale

 

2

 

2

 

Other current assets

 

386

 

378

 

Total current assets

 

2,482

 

2,357

 

Investments and other assets

 

153

 

156

 

Deferred income taxes, net of current portion

 

342

 

374

 

Property and equipment, at cost, less accumulated depreciation and amortization ($3,442 at March 31, 2012 and $3,386 at December 31, 2011)

 

4,324

 

4,350

 

Goodwill

 

738

 

736

 

Other intangible assets, at cost, less accumulated amortization ($375 at March 31, 2012 and $360 at December 31, 2011)

 

506

 

489

 

Total assets

 

$

8,545

 

$

8,462

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current portion of long-term debt

 

$

288

 

$

66

 

Accounts payable

 

640

 

760

 

Accrued compensation and benefits

 

338

 

376

 

Professional and general liability reserves

 

63

 

75

 

Accrued interest payable

 

103

 

112

 

Accrued legal settlement costs

 

56

 

64

 

Other current liabilities

 

352

 

362

 

Total current liabilities

 

1,840

 

1,815

 

Long-term debt, net of current portion

 

4,295

 

4,294

 

Professional and general liability reserves

 

335

 

337

 

Accrued legal settlement costs

 

2

 

2

 

Other long-term liabilities

 

526

 

506

 

Total liabilities

 

6,998

 

6,954

 

Commitments and contingencies

 

 

 

 

 

Redeemable noncontrolling interests in equity of consolidated subsidiaries

 

16

 

16

 

Equity:

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Preferred stock, $0.15 par value; authorized 2,500,000 shares; 345,000 of 7% mandatory convertible shares with a liquidation preference of $1,000 per share issued at both March 31, 2012 and December 31, 2011

 

334

 

334

 

Common stock, $0.05 par value; authorized 1,050,000,000 shares; 551,631,747 shares issued at March 31, 2012 and 551,468,550 shares issued at December 31, 2011

 

27

 

27

 

Additional paid-in capital

 

4,403

 

4,407

 

Accumulated other comprehensive loss

 

(49

)

(52

)

Accumulated deficit

 

(1,376

)

(1,440

)

Common stock in treasury, at cost, 138,100,420 shares at March 31, 2012 and 136,442,696 shares at December 31, 2011

 

(1,879

)

(1,853

)

Total shareholders’ equity

 

1,460

 

1,423

 

Noncontrolling interests

 

71

 

69

 

Total equity

 

1,531

 

1,492

 

Total liabilities and equity

 

$

8,545

 

$

8,462

 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 



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TENET HEALTHCARE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Dollars in Millions, Except Per-Share Amounts

(Unaudited)

 

 

 

Three Months Ended
March 31,

 

 

 

2012

 

2011

 

Net operating revenues:

 

 

 

 

 

Net operating revenues before provision for doubtful accounts

 

$

2,543

 

$

2,481

 

Less: Provision for doubtful accounts

 

193

 

182

 

Net operating revenues

 

2,350

 

2,299

 

Operating expenses:

 

 

 

 

 

Salaries, wages and benefits

 

1,078

 

1,035

 

Supplies

 

406

 

404

 

Other operating expenses, net

 

553

 

506

 

Electronic health record incentives

 

(1

)

(25

)

Depreciation and amortization

 

104

 

101

 

Impairment of long-lived assets and goodwill, and restructuring charges, net

 

3

 

8

 

Litigation and investigation costs

 

2

 

11

 

Operating income

 

205

 

259

 

Interest expense

 

(98

)

(118

)

Investment earnings

 

1

 

1

 

Income from continuing operations, before income taxes

 

108

 

142

 

Income tax expense

 

(42

)

(51

)

Income from continuing operations, before discontinued operations

 

66

 

91

 

Discontinued operations:

 

 

 

 

 

Income (loss) from operations

 

1

 

(15

)

Income tax benefit

 

0

 

6

 

Income (loss) from discontinued operations

 

1

 

(9

)

Net income

 

67

 

82

 

Less: Preferred stock dividends

 

6

 

6

 

Less: Net income attributable to noncontrolling interests

 

3

 

3

 

Net income attributable to Tenet Healthcare Corporation common shareholders

 

$

58

 

$

73

 

Amounts attributable to Tenet Healthcare Corporation common shareholders

 

 

 

 

 

Income from continuing operations, net of tax

 

$

57

 

$

82

 

Income (loss) from discontinued operations, net of tax

 

1

 

(9

)

Net income attributable to Tenet Healthcare Corporation common shareholders

 

$

58

 

$

73

 

Earnings (loss) per share attributable to Tenet Healthcare Corporation common shareholders

 

 

 

 

 

Basic

 

 

 

 

 

Continuing operations

 

$

0.14

 

$

0.17

 

Discontinued operations

 

0.00

 

(0.02

)

 

 

$

0.14

 

$

0.15

 

Diluted

 

 

 

 

 

Continuing operations

 

$

0.13

 

$

0.16

 

Discontinued operations

 

0.00

 

(0.02

)

 

 

$

0.13

 

$

0.14

 

Weighted average shares and dilutive securities outstanding (in thousands):

 

 

 

 

 

Basic

 

411,373

 

486,902

 

Diluted

 

484,873

 

565,181

 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

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TENET HEALTHCARE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME

Dollars in Millions

(Unaudited)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2012

 

2011

 

Net income

 

$

67

 

$

82

 

Other comprehensive income:

 

 

 

 

 

Adjustments for supplemental executive retirement plans

 

3

 

0

 

Other comprehensive income before income taxes

 

3

 

0

 

Income tax expense related to items of other comprehensive income

 

0

 

0

 

Total other comprehensive income, net of tax

 

3

 

0

 

Comprehensive income

 

70

 

82

 

Less: Preferred stock dividends

 

6

 

6

 

Less: Comprehensive income attributable to noncontrolling interests

 

3

 

3

 

Comprehensive income attributable to Tenet Healthcare Corporation common shareholders

 

$

61

 

$

73

 

 

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TENET HEALTHCARE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Dollars in Millions

(Unaudited)

 

 

 

Three Months Ended
March 31,

 

 

 

2012

 

2011

 

Net income

 

$

67

 

$

82

 

Adjustments to reconcile net income to net cash used in operating activities:

 

 

 

 

 

Depreciation and amortization

 

104

 

101

 

Provision for doubtful accounts

 

193

 

182

 

Deferred income tax expense

 

38

 

35

 

Stock-based compensation expense

 

8

 

7

 

Impairment of long-lived assets and goodwill, and restructuring charges, net

 

3

 

8

 

Litigation and investigation costs

 

2

 

11

 

Fair market value adjustments related to interest rate swap and LIBOR cap agreements

 

0

 

19

 

Amortization of debt discount and debt issuance costs

 

5

 

8

 

Pre-tax (income) loss from discontinued operations

 

(1

)

15

 

Other items, net

 

(4

)

(13

)

Changes in cash from operating assets and liabilities:

 

 

 

 

 

Accounts receivable

 

(326

)

(278

)

Inventories and other current assets

 

(10

)

(113

)

Income taxes

 

3

 

(14

)

Accounts payable, accrued expenses and other current liabilities

 

(110

)

(44

)

Other long-term liabilities

 

16

 

12

 

Payments against reserves for restructuring charges and litigation costs and settlements

 

(11

)

(7

)

Net cash used in operating activities from discontinued operations, excluding income taxes

 

(19

)

(13

)

Net cash used in operating activities

 

(42

)

(2

)

Cash flows from investing activities:

 

 

 

 

 

Purchases of property and equipment — continuing operations

 

(136

)

(116

)

Purchases of businesses or joint venture interests

 

(3

)

(18

)

Proceeds from sales of marketable securities, long-term investments and other assets

 

3

 

5

 

Net cash used in investing activities

 

(136

)

(129

)

Cash flows from financing activities:

 

 

 

 

 

Repayments of borrowings under credit facility

 

(455

)

0

 

Proceeds from borrowing under credit facility

 

658

 

0

 

Repayments of other borrowings

 

(4

)

(1

)

Repurchases of common stock

 

(26

)

0

 

Cash dividends on preferred stock

 

(6

)

(6

)

Distributions paid to noncontrolling interests

 

(3

)

(2

)

Other items, net

 

5

 

2

 

Net cash provided by (used in) financing activities

 

169

 

(7

)

Net decrease in cash and cash equivalents

 

(9

)

(138

)

Cash and cash equivalents at beginning of period

 

113

 

405

 

Cash and cash equivalents at end of period

 

$

104

 

$

267

 

Supplemental disclosures:

 

 

 

 

 

Interest paid, net of capitalized interest

 

$

(102

)

$

(97

)

Income tax payments, net

 

$

(2

)

$

(24

)

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

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TENET HEALTHCARE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1. BASIS OF PRESENTATION

 

Description of Business

 

Tenet Healthcare Corporation (together with our subsidiaries, referred to as “Tenet,” the “Company,” “we” or “us”) is an investor-owned health care services company whose subsidiaries and affiliates own and operate acute care hospitals and related health care facilities. At March 31, 2012, our subsidiaries operated 50 hospitals, including four academic medical centers and one critical access hospital, with a combined total of 13,509 licensed beds, primarily serving urban and suburban communities in 11 states. Our subsidiaries also operated 101 free-standing and provider-based diagnostic imaging centers, ambulatory surgery centers, urgent care centers and free-standing emergency departments in 12 states at March 31, 2012. We also own an interest in a health maintenance organization (“HMO”) and operate: various related health care facilities, including a long-term acute care hospital and a number of medical office buildings (all of which are located on, or nearby, our hospital campuses); revenue cycle management, health care information management and patient communications services businesses; physician practices; captive insurance companies; a management services business that provides network development, utilization management, claims processing and contract negotiation services to physician organizations and hospitals that assume managed care risk; and occupational and rural health care clinics.

 

Basis of Presentation

 

This quarterly report supplements our Annual Report on Form 10-K for the year ended December 31, 2011 (“Annual Report”). As permitted by the Securities and Exchange Commission (“SEC”) for interim reporting, we have omitted certain notes and disclosures that substantially duplicate those in our Annual Report. For further information, refer to the audited Consolidated Financial Statements and notes included in our Annual Report. Unless otherwise indicated, all financial and statistical data included in these notes to our Condensed Consolidated Financial Statements relate to our continuing operations, with dollar amounts expressed in millions (except per-share amounts). Certain prior-year amounts have been reclassified to conform to the current-year presentation.

 

Effective December 31, 2011, we adopted Accounting Standards Update (“ASU”) 2011-07, “Health Care Entities (Topic 954): Presentation and Disclosure of Patient Service Revenue, Provision for Bad Debts, and the Allowance for Doubtful Accounts for Certain Health Care Entities,” which requires health care entities to present the provision for doubtful accounts relating to patient service revenue as a deduction from patient service revenue in the statement of operations rather than as an operating expense. All periods presented have been reclassified in accordance with the provisions of ASU 2011-07. Also effective December 31, 2011, we reclassified the electronic health record incentives previously recorded as net operating revenues to the operating expenses section of our consolidated statements of operations.

 

Although the Condensed Consolidated Financial Statements and related notes within this document are unaudited, we believe all adjustments considered necessary for a fair presentation have been included. In preparing our financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”), we must use estimates and assumptions that affect the amounts reported in our Condensed Consolidated Financial Statements and these accompanying notes. We regularly evaluate the accounting policies and estimates we use. In general, we base the estimates on historical experience and on assumptions that we believe to be reasonable given the particular circumstances in which we operate. Actual results may vary from those estimates. Financial and statistical information we report to other regulatory agencies may be prepared on a basis other than GAAP or using different assumptions or reporting periods and, therefore, may vary from amounts presented herein. Although we make every effort to ensure that the information we report to those agencies is accurate, complete and consistent with applicable reporting guidelines, we cannot be responsible for the accuracy of the information they make available to the public.

 

Operating results for the three month period ended March 31, 2012 are not necessarily indicative of the results that may be expected for the full year. Reasons for this include, but are not limited to: overall revenue and cost trends, particularly the timing and magnitude of price changes; fluctuations in contractual allowances and cost report settlements and valuation allowances; managed care contract negotiations, settlements or terminations and payer consolidations; changes in Medicare and Medicaid regulations; Medicaid funding levels set by the states in which we operate; the timing of approval by the Centers for Medicare and Medicaid Services (“CMS”) of Medicaid provider fee revenue programs; trends in patient accounts receivable collectability and associated provisions for doubtful accounts; fluctuations in interest rates; levels of malpractice insurance expense and settlement trends; the timing of when we meet the criteria to recognize electronic health record incentives; impairment of long-lived assets and goodwill; restructuring charges; losses, costs and insurance recoveries related to natural disasters; litigation and investigation costs; acquisitions and dispositions of facilities and other assets; income tax rates and deferred tax asset valuation allowance activity; changes in estimates of accruals for annual incentive compensation; the timing

 

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and amounts of stock option and restricted stock unit grants to employees and directors; gains or losses from early extinguishment of debt; and changes in occupancy levels and patient volumes. Factors that affect patient volumes and, thereby, our results of operations at our hospitals and related health care facilities include, but are not limited to: the business environment, economic conditions and demographics of local communities; the number of uninsured and underinsured individuals in local communities treated at our hospitals; seasonal cycles of illness; climate and weather conditions; physician recruitment, retention and attrition; advances in technology and treatments that reduce length of stay; local health care competitors; managed care contract negotiations or terminations; any unfavorable publicity about us, which impacts our relationships with physicians and patients; changes in health care regulations; and the timing of elective procedures. These considerations apply to year-to-year comparisons as well.

 

Net Operating Revenues Before Provision for Doubtful Accounts

 

We recognize net operating revenues before provision for doubtful accounts in the period in which our services are performed. Net operating revenues before provision for doubtful accounts primarily consist of net patient service revenues that are recorded based on established billing rates (i.e., gross charges), less estimated discounts for contractual and other allowances, principally for patients covered by Medicare, Medicaid, managed care and other health plans, as well as certain uninsured patients under our Compact with Uninsured Patients (“Compact”).

 

The table below shows the sources of net operating revenues before provision for doubtful accounts from continuing operations:

 

 

 

Three Months Ended
 March 31,

 

 

 

2012

 

2011

 

Medicare

 

$

644

 

$

555

 

Medicaid

 

180

 

276

 

Managed care

 

1,350

 

1,301

 

Indemnity, self-pay and other

 

247

 

254

 

Acute care hospitals – other revenue

 

28

 

30

 

Other operations

 

94

 

65

 

Net operating revenues before provision for doubtful accounts

 

$

2,543

 

$

2,481

 

 

Cash and Cash Equivalents

 

We treat highly liquid investments with original maturities of three months or less as cash equivalents. Cash and cash equivalents were approximately $104 million and $113 million at March 31, 2012 and December 31, 2011, respectively. As of March 31, 2012 and December 31, 2011, our book overdrafts were approximately $186 million and $252 million, respectively, which were classified as accounts payable.

 

At March 31, 2012 and December 31, 2011, approximately $83 million and $92 million, respectively, of total cash and cash equivalents in the accompanying Condensed Consolidated Balance Sheets were intended for the operations of our captive insurance subsidiaries. During the three months ended March 31, 2011, we repatriated $21 million of excess cash from our foreign insurance subsidiary to our corporate domestic bank account.

 

Also at March 31, 2012 and December 31, 2011, we had $51 million and $109 million, respectively, of property and equipment purchases accrued for items received but not yet paid. Of these amounts, $45 million and $104 million, respectively, were included in accounts payable.

 

During the three months ended March 31, 2012, we entered into non-cancellable capital leases of approximately $17 million, primarily for equipment.

 

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Other Intangible Assets

 

The following table provides information regarding other intangible assets, which are included in the accompanying Condensed Consolidated Balance Sheets as of March 31, 2012 and December 31, 2011:

 

 

 

Gross
Carrying
Amount

 

Accumulated
Amortization

 

Net Book
Value

 

March 31, 2012:

 

 

 

 

 

 

 

Capitalized software costs

 

$

787

 

$

(356

)

$

431

 

Long-term debt issuance costs

 

88

 

(18

)

70

 

Other

 

6

 

(1

)

5

 

Total

 

$

881

 

$

(375

)

$

506

 

December 31, 2011:

 

 

 

 

 

 

 

Capitalized software costs

 

$

756

 

$

(344

)

$

412

 

Long-term debt issuance costs

 

88

 

(15

)

73

 

Other

 

5

 

(1

)

4

 

Total

 

$

849

 

$

(360

)

$

489

 

 

Estimated future amortization of intangibles with finite useful lives as of March 31, 2012 is as follows:

 

 

 

 

 

Years Ending December 31,

 

Later

 

 

 

Total

 

2012

 

2013

 

2014

 

2015

 

2016

 

Years

 

Amortization of intangible assets

 

$

506

 

$

56

 

$

69

 

$

65

 

$

55

 

$

52

 

$

209

 

 

NOTE 2. ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS

 

The principal components of accounts receivable are shown in the table below:

 

 

 

March 31,

 

December 31,

 

 

 

2012

 

2011

 

Continuing operations:

 

 

 

 

 

Patient accounts receivable

 

$

1,693

 

$

1,645

 

Allowance for doubtful accounts

 

(376

)

(391

)

Estimated future recoveries from accounts assigned to our Conifer subsidiary

 

72

 

64

 

Net cost reports and settlements receivable (payable) and valuation allowances

 

26

 

(38

)

 

 

1,415

 

1,280

 

Discontinued operations:

 

 

 

 

 

Patient accounts receivable

 

5

 

6

 

Allowance for doubtful accounts

 

(4

)

(6

)

Net cost reports and settlements receivable (payable) and valuation allowances

 

1

 

(2

)

 

 

2

 

(2

)

Accounts receivable, net

 

$

1,417

 

$

1,278

 

 

Our self-pay collection rate, which is the blended collection rate for uninsured and balance after insurance accounts receivable, was approximately 27.9% and 27.8% as of March 31, 2012 and December 31, 2011, respectively. These self-pay collection rates include payments made by patients, including co-payments and deductibles paid by patients with insurance, prior to an account being classified and assigned to our Conifer Health Solutions (“Conifer”) revenue cycle management services subsidiary. Our estimated collection rate from managed care payers was approximately 98.0% and 98.2% at March 31, 2012 and December 31, 2011, respectively, which includes collections from point-of-service through collections by our Conifer subsidiary. As of March 31, 2012 and December 31, 2011, our allowance for doubtful accounts for self-pay uninsured was 89.5% and 88.1%, respectively, of our self-pay uninsured patient accounts receivable. As of March 31, 2012 and December 31, 2011, our allowance for doubtful accounts for self-pay balance after insurance was 54.8% and 57.4%, respectively, of our self-pay balance after insurance patient accounts receivable, consisting primarily of co-pays and deductibles owed by patients with insurance. Our self-pay write-offs, including uninsured and balance after insurance accounts, increased approximately $26 million from $205 million in the three months ended March 31, 2011 to $231 million in the three months ended March 31, 2012 primarily due to an increase in patient account assignments being pursued by our Conifer subsidiary. This increase was not a result of negative trends experienced in the collection of amounts from self-pay patients, but was the result of a delay in the timing of assigning these receivables to Conifer in the prior year. As of March 31, 2012 and December 31, 2011, our allowance for doubtful accounts for managed care was 8.8% and 8.9%, respectively, of our managed care patient accounts receivable.

 

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The estimated costs (based on selected operating expenses, which include salaries, wages and benefits, supplies and other operating expenses) of caring for our self-pay patients for the three months ended March 31, 2012 and 2011 were approximately $111 million and $96 million, respectively. Our estimated costs (based on the selected operating expenses described above) of caring for charity care patients for the three months ended March 31, 2012 and 2011 were $33 million and $30 million, respectively. Most states include an estimate of the cost of charity care in the determination of a hospital’s eligibility for Medicaid disproportionate share hospital (“DSH”) payments. Revenues attributable to DSH payments and other state-funded subsidy payments for the three months ended March 31, 2012 and 2011 were approximately $46 million and $130 million, respectively. These payments are intended to mitigate our cost of uncompensated care, as well as reduced Medicaid funding levels.

 

NOTE 3. DISCONTINUED OPERATIONS

 

Net operating revenues and income (loss) before income taxes reported in discontinued operations are as follows:

 

 

 

Three Months Ended
March 31,

 

 

 

2012

 

2011

 

Net operating revenues

 

$

6

 

$

5

 

Income (loss) before income taxes

 

1

 

(15

)

 

Included in loss before income taxes from discontinued operations in the three months ended March 31, 2011 is approximately $10 million of expense related to the settlement of two Hurricane Katrina-related class action lawsuits, which amount is net of approximately $10 million of expected recoveries from our reinsurance carriers in connection with the settlement. We had previously recorded a $5 million reserve for this matter as of December 31, 2010.

 

Should we dispose of additional hospitals or other assets in the future, we may incur additional asset impairment and restructuring charges in future periods.

 

NOTE 4. IMPAIRMENT AND RESTRUCTURING CHARGES

 

During the three months ended March 31, 2012, we recorded net impairment and restructuring charges of $3 million relating to the impairment of obsolete assets.

 

During the three months ended March 31, 2011, we recorded net impairment and restructuring charges of $8 million, consisting of $3 million of employee severance costs, $3 million of lease termination costs and $2 million of other related costs.

 

Our impairment tests presume stable, improving or, in some cases, declining results in our hospitals, which are based on programs and initiatives being implemented that are designed to achieve the hospital’s most recent projections. If these projections are not met, or if in the future negative trends occur that impact our future outlook, impairments of long-lived assets and goodwill may occur, and we may incur additional restructuring charges, which could be material.

 

As of March 31, 2012, our continuing operations were structured as follows:

 

·                  Our California region included all of our hospitals in California and Nebraska;

 

·                  Our Central region included all of our hospitals in Missouri, Tennessee and Texas;

 

·                  Our Florida region included all of our hospitals in Florida; and

 

·                  Our Southern States region included all of our hospitals in Alabama, Georgia, North Carolina, Pennsylvania and South Carolina.

 

These regions are reporting units used to perform our goodwill impairment analysis and are one level below our operating segment level.

 

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The tables below are reconciliations of beginning and ending liability balances in connection with restructuring charges recorded during the three months ended March 31, 2012 and 2011 in continuing and discontinued operations:

 

 

 

Balances at
Beginning of
Period

 

Restructuring
Charges, Net

 

Cash
Payments

 

Other

 

Balances
at End
of Period

 

Three Months Ended March 31, 2012

 

 

 

 

 

 

 

 

 

 

 

Continuing operations:

 

 

 

 

 

 

 

 

 

 

 

Lease and other costs, and employee severance-related costs in connection with hospital cost-control programs and general overhead-reduction plans

 

$

6

 

$

0

 

$

(1

)

$

(0

)

$

5

 

Discontinued operations:

 

 

 

 

 

 

 

 

 

 

 

Employee severance-related costs, and other estimated costs associated with the sale or closure of hospitals and other facilities

 

5

 

0

 

0

 

0

 

5

 

 

 

$

11

 

$

0

 

$

(1

)

$

(0

)

$

10

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 2011

 

 

 

 

 

 

 

 

 

 

 

Continuing operations:

 

 

 

 

 

 

 

 

 

 

 

Lease and other costs, and employee severance-related costs in connection with hospital cost-control programs and general overhead-reduction plans

 

$

4

 

$

8

 

$

(2

)

$

(1

)

$

9

 

Discontinued operations:

 

 

 

 

 

 

 

 

 

 

 

Employee severance-related costs, and other estimated costs associated with the sale or closure of hospitals and other facilities

 

6

 

0

 

0

 

0

 

6

 

 

 

$

10

 

$

8

 

$

(2

)

$

(1

)

$

15

 

 

The above liability balances at March 31, 2012 are included in other current liabilities and other long-term liabilities in the accompanying Condensed Consolidated Balance Sheets. Cash payments to be applied against these accruals at March 31, 2012 are expected to be approximately $3 million in 2012 and $7 million thereafter. The column labeled “Other” above represents charges recorded in restructuring expense that are not recorded in the liability account, such as the acceleration of stock-based compensation expense related to severance agreements.

 

NOTE 5. LONG-TERM DEBT AND LEASE OBLIGATIONS

 

The table below shows our long-term debt as of March 31, 2012 and December 31, 2011:

 

 

 

March 31,

 

December 31,

 

 

 

2012

 

2011

 

Senior notes:

 

 

 

 

 

61¤2%, due 2012

 

$

57

 

$

57

 

73¤8%, due 2013

 

216

 

216

 

97¤8%, due 2014

 

60

 

60

 

91¤4%, due 2015

 

474

 

474

 

8%, due 2020

 

600

 

600

 

67¤8%, due 2031

 

430

 

430

 

Senior secured notes:

 

 

 

 

 

9%, due 2015

 

1

 

1

 

61¤4%, due 2018

 

900

 

900

 

10%, due 2018

 

714

 

714

 

87/8%, due 2019

 

925

 

925

 

Credit facility due 2016

 

283

 

80

 

Capital leases and mortgage notes

 

49

 

32

 

Unamortized note discounts

 

(126

)

(129

)

Total long-term debt

 

4,583

 

4,360

 

Less current portion

 

288

 

66

 

Long-term debt, net of current portion

 

$

4,295

 

$

4,294

 

 

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Credit Agreement

 

We have a senior secured revolving credit facility, as amended November 29, 2011 (“Credit Agreement”), that provides, subject to borrowing availability, for revolving loans in an aggregate principal amount of up to $800 million, with a $300 million subfacility for standby letters of credit. The Credit Agreement has a scheduled maturity date of November 29, 2016, subject to our repayment or refinancing on or before December 3, 2014 of approximately $238 million of the aggregate outstanding principal amount of our 91/4% senior notes due 2015 (approximately $474 million of which was outstanding at March 31, 2012). If such repayment or refinancing does not occur, borrowings under the Credit Agreement will be due December 3, 2014. The revolving credit facility is collateralized by patient accounts receivable of all of our wholly owned acute care and specialty hospitals. In addition, borrowings under the Credit Agreement are guaranteed by our wholly owned hospital subsidiaries. Outstanding revolving loans accrue interest during a six-month initial period ending in May 2012 at the rate of either (i) a base rate plus a margin of 1.25% or (ii) the London Interbank Offered Rate (“LIBOR”) plus a margin of 2.25% per annum. Thereafter, outstanding revolving loans accrue interest at a base rate plus a margin ranging from 1.00% to 1.50% or LIBOR plus a margin ranging from 2.00% to 2.50% per annum based on available credit. An unused commitment fee will be payable on the undrawn portion of the revolving loans at a six-month initial rate ending in May 2012 of 0.438% per annum. Thereafter, the unused commitment fee will range from 0.375% to 0.500% per annum based on available credit. Our borrowing availability is based on a specified percentage of eligible accounts receivable, including self-pay accounts. At March 31, 2012, we had $283 million of cash borrowings outstanding under the revolving credit facility subject to an interest rate of 2.46%, and we had approximately $162 million of standby letters of credit outstanding. Based on our eligible receivables, approximately $355 million was available for borrowing under the revolving credit facility at March 31, 2012.

 

Interest Rate Swap and LIBOR Cap Agreements

 

We were party to an interest rate swap agreement for an aggregate notional amount of $600 million from February 14, 2011 through August 2, 2011. The interest rate swap agreement was designated as a fair value hedge and was being used to manage our exposure to future changes in interest rates. It had the effect of converting our 10% senior secured notes due 2018 from a fixed interest rate paid semi-annually to a variable interest rate paid semi-annually based on the six-month LIBOR plus a floating rate spread of 6.60%. During the term of the interest rate swap agreement, changes in the fair value of the interest rate swap agreement and changes in the fair value of the 10% senior secured notes, which we expected to substantially offset each other, were recorded in interest expense.

 

During the three months ended March 31, 2011, $8 million in losses from mark-to-market adjustments on the interest rate swap agreement and $11 million in losses from mark-to-market adjustments on the hedged senior secured notes were included in net interest expense in the accompanying Condensed Consolidated Statements of Operations. As mentioned above, we subsequently terminated the interest rate swap agreement in August 2011; this agreement generated $8 million of cash interest savings and a $22 million gain on the settlement of the agreement. We used the interest rate forward curve to estimate the fair values of the interest rate swap agreement and the hedged senior secured notes.

 

The fair value of the LIBOR cap agreement included in investments and other assets in the accompanying Condensed Consolidated Balance Sheets totaled less than $1 million at both March 31, 2012 and December 31, 2011. In addition, see Note 13 for the disclosure of the fair value of the LIBOR cap agreement.

 

NOTE 6. GUARANTEES

 

At March 31, 2012, the maximum potential amount of future payments under our income and revenue collection guarantees was $146 million. We had a liability of $101 million recorded for these guarantees included in other current liabilities at March 31, 2012.

 

We have also guaranteed minimum rent revenue to certain landlords who built medical office buildings on or near our hospital campuses. The maximum potential amount of future payments under these guarantees at March 31, 2012 was $6 million. We had a liability of $4 million recorded for these guarantees, of which $1 million was included in other current liabilities and $3 million was included in other long-term liabilities, at March 31, 2012.

 

NOTE 7. EMPLOYEE BENEFIT PLANS

 

At March 31, 2012, approximately 16 million shares of common stock were available under our 2008 Stock Incentive Plan for future stock option grants and other incentive awards, including restricted stock units. Options have an exercise price equal to the fair market value of the shares on the date of grant and generally expire 10 years from the date of grant. A restricted stock unit is a contractual right to receive one share of our common stock or the equivalent value in cash in the future. Options and restricted stock units typically vest one-third on each of the first three anniversary dates of the grant; however, from time to

 

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Table of Contents

 

time, we grant performance-based options and restricted stock units that vest subject to the achievement of specified performance goals within a specified timeframe.

 

Our income from continuing operations for the three months ended March 31, 2012 and 2011 includes $8 million and $7 million, respectively, of pre-tax compensation costs related to our stock-based compensation arrangements.

 

Stock Options

 

The following table summarizes stock option activity during the three months ended March 31, 2012:

 

 

 

Options

 

Weighted
Average

Exercise
Price Per
Share

 

Aggregate
Intrinsic Value

 

Weighted
Average
Remaining
Life

 

 

 

 

 

 

 

(In Millions)

 

 

 

Outstanding as of December 31, 2011

 

33,993,572

 

$

6.26

 

 

 

 

 

Granted

 

1,760,000

 

5.65

 

 

 

 

 

Exercised

 

(2,409,980

)

1.91

 

 

 

 

 

Forfeited/Expired

 

(308,383

)

5.67

 

 

 

 

 

Outstanding as of March 31, 2012

 

33,035,209

 

$

6.55

 

$

60

 

5.1 years

 

Vested and expected to vest at March 31, 2012

 

33,001,354

 

$

6.55

 

$

60

 

5.1 years

 

Exercisable as of March 31, 2012

 

31,107,224

 

$

6.62

 

$

60

 

4.9 years

 

 

There were 2,409,980 stock options exercised during the three months ended March 31, 2012 with a $9 million aggregate intrinsic value, and 1,794,216 stock options exercised during the same period in 2011 with a $10 million aggregate intrinsic value.

 

As of March 31, 2012, there were $5 million of total unrecognized compensation costs related to stock options. These costs are expected to be recognized over a weighted average period of 2.6 years.

 

In the three months ended March 31, 2012, we granted an aggregate of 1,760,000 stock options under our 2008 Stock Incentive Plan to certain of our senior officers. Half of these stock options are subject to time-vesting and the remainder were granted subject to performance-based vesting. If all conditions are met, the performance-based options will vest and be settled ratably over a three-year period from the date of the grant. In the three months ended March 31, 2011, there were no stock options granted.

 

The weighted average estimated fair value of stock options we granted in the three months ended March 31, 2012 was $2.99 per share for our top 11 employees. We did not grant stock options to any other employees in the three months ended March 31, 2012. These fair values were calculated based on each grant date, using a binomial lattice model with the following assumptions:

 

 

 

Three Months Ended
March 31, 2012

 

 

 

Top Eleven Employees

 

Expected volatility

 

52%

 

Expected dividend yield

 

0%

 

Expected life

 

6.9 years

 

Expected forfeiture rate

 

2%

 

Risk-free interest rate

 

1.41%

 

Early exercise threshold

 

70% gain

 

Early exercise rate

 

20% per year

 

 

The expected volatility used in the binomial lattice model incorporated historical and implied share-price volatility and was based on an analysis of historical prices of our stock and open-market exchanged options. The expected volatility reflects the historical volatility for a duration consistent with the contractual life of the options, and the volatility implied by the trading of options to purchase our stock on open-market exchanges. The historical share-price volatility excludes the movements in our stock price during the period October 1, 2002 through December 31, 2002 due to unique events occurring during that time, which caused extreme volatility in our stock price, and two dates with unusual volatility due to an unsolicited acquisition proposal. The expected life of options granted is derived from the output of the binomial lattice model and represents the period of time that the options are expected to be outstanding. This model incorporates an early exercise assumption in the event of a significant increase in stock price. The risk-free interest rates are based on zero-coupon United States Treasury yields in effect at the date of grant consistent with the expected exercise timeframes.

 

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Table of Contents

 

The following table summarizes information about our outstanding stock options at March 31, 2012:

 

 

 

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 $1.149

 

13,967,335

 

6.9 years

 

$

1.14

 

13,967,335

 

$

1.14

 

$1.15 to $10.639

 

11,961,317

 

5.3 years

 

7.14

 

10,033,332

 

7.48

 

$10.64 to $13.959

 

2,864,135

 

1.9 years

 

12.11

 

2,864,135

 

12.11

 

$13.96 to $17.589

 

3,594,422

 

0.8 years

 

17.09

 

3,594,422

 

17.09

 

$17.59 to $28.759

 

612,000

 

0.6 years

 

28.16

 

612,000

 

28.16

 

$28.76 and over

 

36,000

 

0.3 years

 

45.14

 

36,000

 

45.14

 

 

 

33,035,209

 

5.1 years

 

$

6.55

 

31,107,224

 

$

6.62

 

 

Restricted Stock Units

 

The following table summarizes restricted stock unit activity during the three months ended March 31, 2012:

 

 

 

Restricted Stock
Units

 

Weighted Average Grant
Date Fair Value Per Unit

 

Unvested as of December 31, 2011

 

7,709,226

 

$

6.13

 

Granted

 

5,122,500

 

5.63

 

Vested

 

(3,219,252

)

5.93

 

Forfeited

 

(351,987

)

6.04

 

Unvested as of March 31, 2012

 

9,260,487

 

$

5.93

 

 

In the three months ended March 31, 2012, we granted 4,657,500 restricted stock units subject to time-vesting. In addition, we granted 465,000 performance-based restricted stock units to certain of our senior officers. If all conditions are met, the performance-based restricted stock units will vest and be settled ratably over a three-year period from the date of the grant.

 

As of March 31, 2012, there were $48 million of total unrecognized compensation costs related to restricted stock units. These costs are expected to be recognized over a weighted average period of 2.3 years.

 

NOTE 8. EQUITY

 

We accrued approximately $6 million, or $17.50 per share, for dividends on our 7% mandatory convertible preferred stock in the three months ended March 31, 2012, and paid the dividends in April 2012.

 

On May 9, 2011, we announced that our board of directors had authorized the repurchase of up to $400 million of our common stock through a share repurchase program. Under the program, shares could be purchased in the open market or through privately negotiated transactions in a manner consistent with applicable securities laws and regulations, including pursuant to a Rule 10b5-1 plan maintained by the Company, at times and in amounts based on market conditions and other factors. The share repurchase program, which was scheduled to expire on May 9, 2012, was completed in January 2012. Pursuant to the program, we repurchased a total of 81,073,764 shares for approximately $400 million as shown in the following table:

 

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 That May Yet
Be Purchased Under
the Program

 

 

 

(In Thousands)

 

 

 

(In Thousands)

 

(In Millions)

 

May 12, 2011 through December 31, 2011

 

75,766

 

$

4.94

 

75,766

 

$

26

 

January 1, 2012 through January 31, 2012

 

5,308

 

4.93

 

5,308

 

0

 

Total

 

81,074

 

$

4.94

 

81,074

 

$

0

 

 

Repurchased shares are recorded based on settlement date and are held as treasury stock.

 

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Table of Contents

 

The following table shows the changes in consolidated equity during the three months ended March 31, 2012 and 2011 (dollars in millions, share amounts in thousands):

 

 

 

Tenet Healthcare Corporation Shareholders’ Equity

 

 

 

 

 

 

 

Preferred Stock

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares
Outstanding

 

Issued
Amount

 

Shares
Outstanding

 

Issued Par
Amount

 

Additional
Paid-
in Capital

 

Accumulated
Other
Comprehensive
Loss

 

Accumulated
Deficit

 

Treasury
Stock

 

Noncontrolling
Interests

 

Total
Equity

 

Balances at December 31, 2011

 

345,000

 

$

334

 

415,026

 

$

27

 

$

4,407

 

$

(52

)

$

(1,440

)

$

(1,853

)

$

69

 

$

1,492

 

Net income

 

0

 

0

 

0

 

0

 

0

 

0

 

64

 

0

 

3

 

67

 

Distributions paid to noncontrolling interests

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

(3

)

(3

)

Contribution from noncontrolling interests

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

2

 

2

 

Other comprehensive income

 

0

 

0

 

0

 

0

 

0

 

3

 

0

 

0

 

0

 

3

 

Preferred stock dividends

 

0

 

0

 

0

 

0

 

(6

)

0

 

0

 

0

 

0

 

(6

)

Repurchase of common stock

 

0

 

0

 

(5,308

)

0

 

0

 

0

 

0

 

(26

)

0

 

(26

)

Stock-based compensation expense and issuance of common stock

 

0

 

0

 

3,813

 

0

 

2

 

0

 

0

 

0

 

0

 

2

 

Balances at March 31, 2012

 

345,000

 

$

334

 

413,531

 

$

27

 

$

4,403

 

$

(49

)

$

(1,376

)

$

(1,879

)

$

71

 

$

1,531

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances at December 31, 2010

 

345,000

 

$

334

 

485,783

 

$

27

 

$

4,449

 

$

(43

)

$

(1,522

)

$

(1,479

)

$

53

 

$

1,819

 

Net income

 

0

 

0

 

0

 

0

 

0

 

0

 

79

 

0

 

3

 

82

 

Distributions paid to noncontrolling interests

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

(2

)

(2

)

Purchases of businesses or joint venture interests

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

10

 

10

 

Preferred stock dividends

 

0

 

0

 

0

 

0

 

(6

)

0

 

0

 

0

 

0

 

(6

)

Stock-based compensation expense and issuance of common stock

 

0

 

0

 

3,554

 

0

 

5

 

0

 

0

 

0

 

0

 

5

 

Balances at March 31, 2011

 

345,000

 

$

334

 

489,337

 

$

27

 

$

4,448

 

$

(43

)

$

(1,443

)

$

(1,479

)

$

64

 

$

1,908

 

 

NOTE 9. PROPERTY AND PROFESSIONAL AND GENERAL LIABILITY INSURANCE

 

Property Insurance

 

We have property, business interruption and related insurance coverage to mitigate the financial impact of catastrophic events or perils that is subject to deductible provisions based on the terms of the policies. These policies are on an occurrence basis. For the annual policy periods April 1, 2010 through March 31, 2013, we have coverage totaling $600 million per occurrence, after deductibles and exclusions, with annual aggregate sub-limits of $100 million each for floods and earthquakes and a per-occurrence sub-limit of $100 million for windstorms with no annual aggregate. With respect to fires and other perils, excluding floods, earthquakes and windstorms, the total $600 million limit of coverage per occurrence applies. Deductibles are 5% of insured values up to a maximum of $25 million for floods, California earthquakes and wind-related claims, and 2% of insured values for New Madrid fault earthquakes, with a maximum per claim deductible of $25 million. Other covered losses, including fires and other perils, have a minimum deductible of $1 million.

 

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Table of Contents

 

Professional and General Liability Insurance

 

At March 31, 2012 and December 31, 2011, the aggregate current and long-term professional and general liability reserves in our accompanying Condensed Consolidated Balance Sheets were approximately $398 million and $412 million, respectively. These reserves include the reserves recorded by our captive insurance subsidiaries and our self-insured retention reserves recorded based on actuarial estimates for the portion of our professional and general liability risks, including incurred but not reported claims, for which we do not have insurance coverage. We estimated the reserves for losses and related expenses using expected loss-reporting patterns discounted to their present value under a risk-free rate approach using a Federal Reserve seven-year maturity rate of 1.61% and 1.35% at March 31, 2012 and December 31, 2011, respectively.

 

For the policy period June 1, 2011 through May 31, 2012, our hospitals generally have a self-insurance retention of $5 million per occurrence for all claims incurred. Our captive insurance company, The Healthcare Insurance Corporation (“THINC”), retains $10 million per occurrence coverage above our hospitals’ $5 million self-insurance retention level. The next $10 million of claims in excess of these aggregate self-insurance retentions of $15 million per occurrence are 65% reinsured by THINC with independent reinsurance companies, with THINC retaining 35% or a maximum of $3.5 million. Claims in excess of $25 million are covered by our excess professional and general liability insurance policies with major independent insurance companies, on a claims-made basis, subject to an aggregate limit of $175 million.

 

If the aggregate limit of any of our excess professional and general liability policies is exhausted, in whole or in part, it could deplete or reduce the excess limits available to pay any other material claims applicable to that policy period.

 

Included in other operating expenses, net, in the accompanying Condensed Consolidated Statements of Operations is malpractice expense of $28 million and $27 million for the three months ended March 31, 2012 and 2011, respectively.

 

NOTE 10. CLAIMS AND LAWSUITS

 

We operate in a highly regulated and litigious industry. As a result, various lawsuits, claims, and legal and regulatory proceedings have been and can be expected to continue to be instituted or asserted against us. The resolution of any of these matters could have a material adverse effect on our results of operations, financial condition or cash flows in a given period.

 

In accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) 450, “Contingencies,” and related guidance, we record accruals for estimated losses relating to claims and lawsuits when available information indicates that a loss is probable and the amount of the loss, or range of loss, can be reasonably estimated. Where a loss on a material matter is reasonably possible and estimable, we disclose an estimate of the loss or a range of loss. In cases where we have not disclosed an estimate, we have concluded that the loss is either not reasonably possible or the loss, or a range of loss, is not reasonably estimable, based on available information.

 

1.                                       Governmental Reviews—Health care companies are subject to numerous investigations by various governmental agencies. Further, private parties have the right to bring qui tam or “whistleblower” lawsuits against companies that allegedly submit false claims for payments to, or improperly retain overpayments from, the government and, in some states, private payers. Certain of our individual facilities have received inquiries from government agencies, and our facilities may receive such inquiries in future periods.

 

The following is an update of recently settled and material pending governmental reviews, all of which have been previously reported.

 

·                  Inpatient Rehabilitation Facilities Review. On April 10, 2012, we entered into a voluntary civil settlement with the U.S. Attorney’s Office, Northern District of Georgia, the U.S. Department of Health and Human Services (“HHS”) and the U.S. Department of Justice (“DOJ”) for a cash payment of $42.75 million (which was fully reserved at December 31, 2011 and paid in April 2012). The settlement resolves a Medicare overpayment issue, which we initially reported to the Office of Inspector General (“OIG”) of HHS in October 2007, related to inpatient rehabilitation admissions at 25 active and divested inpatient hospitals and units for the period May 15, 2005 through December 31, 2007.

 

·                  Kyphoplasty Review. The DOJ, in coordination with the OIG, has contacted a number of hospitals requesting information regarding their billing practices for kyphoplasty procedures. Kyphoplasty is a surgical procedure used to treat pain and related conditions associated with certain vertebrae injuries. As of March 31, 2012, seven of our hospitals had received information requests from the DOJ regarding these procedures. The government requested the information in connection with its review of the appropriateness of Medicare patients receiving kyphoplasty procedures on an inpatient as opposed to an outpatient basis.

 

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·                  Review of Florida Medical Center’s Partial Hospitalization Program. In February 2009, the fiscal intermediary for our Florida Medical Center began a probe review of the group billing practices of that facility’s partial hospitalization program, a psychiatric treatment program that had the capacity to treat 15 patients on an outpatient basis. We also examined the records reviewed by the fiscal intermediary and independently determined that patients had multiple outpatient admissions with lengths of stay longer than expected for this type of program. As a result of our review of this matter, we closed the program and, pursuant to our now-expired corporate integrity agreement, notified the OIG about our findings in June 2009. Our subsequent submission of this matter into the OIG’s voluntary self-disclosure protocol was accepted. The review of this matter is ongoing, but the parties are engaged in informal, non-binding and exploratory discussions about a potential non-judicial resolution of this matter.

 

·                  Review of ICD Implantation Procedures. In March 2010, the DOJ issued a civil investigative demand (“CID”) pursuant to the federal False Claims Act to one of our hospitals. The CID requested information regarding Medicare claims submitted by our hospital in connection with the implantation of implantable cardioverter defibrillators (“ICDs”) during the period 2002 to the date of the letter. The government is seeking this information to determine if ICD implantation procedures were performed in accordance with Medicare coverage requirements. The DOJ has since notified us that it also intends to review records and documents from 32 of our other hospitals in addition to the hospital that originally received the CID. We understand that the DOJ has submitted similar requests to other hospital companies as well.

 

Our analysis of several of these matters is still ongoing, and we are unable to predict with any certainty the progress or final outcome of any discussions with government agencies at this time. However, based on currently available information, as of March 31, 2012, we had recorded reserves of approximately $49 million in the aggregate with respect to the foregoing governmental proceedings, including the now-settled inpatient rehabilitation facilities review described above. Changes in the reserves may be required in the future as additional information becomes available. We cannot predict the ultimate resolution of any governmental review, and the final amounts paid in settlement or otherwise, if any, could differ materially from our currently recorded reserves.

 

2.                                       Lawsuits Resulting from Hurricane Katrina—In January 2012, we reached an agreement in principle to settle for approximately $12 million a purported class action lawsuit filed on behalf of persons allegedly injured following Hurricane Katrina at Lindy Boggs Medical Center (one of our former New Orleans area hospitals). The settlement, which will be covered in full by our excess insurance carrier, will be apportioned among the eligible class members who file a proof of claim once the Civil District Court for the Parish of Orleans certifies the class in that case — which is captioned Dunn, et al. v. Tenet Mid-City Medical, L.L.C. (formerly d/b/a Lindy Boggs Medical Center), et al. The parties will execute a final settlement agreement in May 2012 and will present the agreement to the court for preliminary approval in June 2012. Following the court’s preliminary approval, the settlement will be subject to a fairness hearing with class members and final review by the court.

 

In addition, we are defendants in 10 individual Hurricane Katrina-related lawsuits filed in Louisiana. As of March 31, 2012, trial dates had not been set in these individual cases. In general, the plaintiffs allege that the hospitals were negligent in failing to properly prepare for Hurricane Katrina by, among other things, failing to evacuate patients ahead of the storm and failing to have properly configured emergency generator systems. The plaintiffs seek unspecified damages for the alleged wrongful death of some patients, aggravation of pre-existing illnesses or injuries to other patients, and additional claims. Although we are unable to predict the ultimate resolution of the pending lawsuits, we do not believe the outcome of these matters, either individually or collectively, will have a material adverse effect on our business, financial condition, results of operations or cash flows.

 

3.                                       Hospital-Related Tort Claim—On November 16, 2011, following a trial in the Superior Court in Los Angeles County, California, a jury awarded the plaintiff in the matter of Rosenberg v. Encino-Tarzana Regional Medical Center and Tenet Healthcare Corporation compensatory damages in the amount of approximately $2.4 million. In her complaint, the plaintiff alleged that she was assaulted in April 2006 by a hospital employee while a patient at Tarzana Regional Medical Center (a hospital we have since divested). On November 17, 2011, the jury awarded the plaintiff a $65 million verdict against our former hospital for punitive damages.

 

Based on available information, and after taking into account the verdicts of the jury, management determined in the three months ended December 31, 2011 that a loss with respect to this matter is probable and, as a result, recorded a reserve of approximately $6 million in discontinued operations. For purposes of computing the reserve, management estimated that the probable range of loss would be between approximately $6 million and $25 million (including approximately $1 million in attorneys’ fees) based on our expectation, after analysis of relevant case law, that a California court would apply U.S. Supreme Court opinions that generally limit, as a

 

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matter of constitutional law, the amount of a punitive award to be no more than a multiple of nine times the compensatory award and, in the case of a substantial compensatory award, to be no more than a multiple of one times that award. At that time, management concluded that no amount within this range is any more likely than any other; therefore, in accordance with ASC 450, the accrual was recorded at the low end of the estimated range.

 

On May 3, 2012, following our motion for a new trial and after considering the evidence and the factors as annunciated by California and U.S. Supreme Court precedent, the judge in the Rosenberg matter reduced the punitive damage award from $65 million to $5 million and issued a conditional order granting our former hospital a new trial unless the plaintiff agrees to such reduction. Although we are unable to predict the ultimate resolution of this lawsuit at this time, we continue to believe that the current reserve recorded at the low end of the estimated range, reflects our probable liability. We intend to continue to vigorously defend ourselves in this matter.

 

4.                                       Ordinary Course Matters—As previously reported, we are defendants in two coordinated lawsuits in Los Angeles Superior Court alleging that our hospitals violated certain provisions of California’s labor laws and applicable wage and hour regulations. The cases are: McDonough, et al. v. Tenet Healthcare Corporation (which was filed in June 2003) and Tien, et al. v. Tenet Healthcare Corporation (which was filed in May 2004). The plaintiffs seek back pay, statutory penalties, interest and attorneys’ fees. The plaintiffs’ requests for class certification were denied in the lower court, and the appellate court affirmed the lower court’s ruling. The California Supreme Court granted the plaintiffs’ petition for review of the lower court’s ruling, but deferred further action in the matter pending its decision in a similar case. In light of the court’s ruling in that case, which was issued on April 12, 2012, and the lower court’s reasoning in McDonough and Tien, we anticipate that the California Supreme Court will affirm the appellate decision affirming the denial of class certification in the coordinated lawsuits. Based on available information, we continue to believe at this time that the ultimate resolution of these matters will not have a material adverse effect on our business, financial condition, results of operations or cash flows.

 

We are also defendants in a class action lawsuit in which the plaintiffs claim that in April 1996 patient identifying records from a psychiatric hospital that we closed in 1995 were temporarily placed in an unsecure location while the hospital was undergoing renovations. The lawsuit, Doe, et al. v. Jo Ellen Smith Medical Foundation, was filed in the Civil District Court for the Parish of Orleans in Louisiana in March 1997 and is currently pending. The plaintiffs’ claims include allegations of tortious invasion of privacy and negligent infliction of emotional distress. The plaintiffs contend that the class consists of approximately 5,000 persons; however, only 8 individuals have been identified to date in the class certification process. The plaintiffs have asserted each member of the class is entitled to common damages under a theory of presumed “common damage” regardless of whether or not any members of the class were actually harmed or even aware of the incident. We believe there is no authority for an award of common damages under Louisiana law. In addition, we believe that there is no basis for the certification of this proceeding as a class action under applicable federal and Louisiana law precedents. However, the trial court has denied our motions for summary judgment and our motion to decertify the class. In March 2012, the Louisiana Supreme Court denied our interlocutory appeal of the trial court’s decision on summary judgment based on procedural grounds, noting that we retain an adequate remedy to appeal any adverse judgment that might be rendered by the trial court. In April 2012, we filed a notice of appeal of the trial court’s denial of our motion to decertify the proceeding as a class action. The notice of appeal was granted, and the trial has been stayed pending the outcome of the appeal. At this time, we are not able to estimate the reasonably possible loss or reasonably possible range of loss given: the small number of class members that have been identified or otherwise responded to the class certification process; the novel theories asserted by plaintiffs, including their assertion that a theory of presumed common damage exists under Louisiana law; uncertainties as to the timing and outcome of the appeals process; and the failure of the plaintiffs to provide any evidence of damages. We intend to vigorously contest the plaintiffs’ claims.

 

In addition to the matters described above, our hospitals are subject to investigations, claims and legal proceedings in the ordinary course of our business. Most of these matters involve allegations of medical malpractice or other injuries suffered at our hospitals. We are also party in the normal course of business to regulatory proceedings and private litigation concerning the terms of our union agreements and the application of various federal and state labor laws, rules and regulations governing, among other things, a variety of workplace wage and hour issues. Furthermore, our hospitals are routinely subject to sales and use tax audits and personal property tax audits by the state and local government jurisdictions in which they do business. The results of the audits are frequently disputed, and such disputes are ordinarily resolved by administrative appeals or litigation. It is management’s opinion that the ultimate resolution of these ordinary course investigations, claims and legal proceedings will not have a material adverse effect on our business, financial condition, results of operations or cash flows.

 

New claims or inquiries may be initiated against us from time to time. These matters could (1) require us to pay substantial damages or amounts in judgments or settlements, which individually or in the aggregate could exceed amounts, if any, that may be recovered under our insurance policies where coverage applies and is available, (2) cause us to incur substantial expenses, (3) require significant time and attention from our management, and (4) cause us to close or sell hospitals or otherwise modify the way we conduct business.

 

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The table below presents reconciliations of the beginning and ending liability balances in connection with legal settlements and related costs recorded during the three months ended March 31, 2012 and 2011:

 

 

 

Balances at
Beginning
of Period

 

Litigation and
Investigation
Costs

 

Cash
Payments

 

Balances at
End of
Period

 

Three Months Ended March 31, 2012

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

49

 

$

2

 

$

(10

)

$

41

 

Discontinued operations

 

17

 

0

 

0

 

17

 

 

 

$

66

 

$

2

 

$

(10

)

$

58

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 2011

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

30

 

$

11

 

$

(6

)

$

35

 

Discontinued operations

 

0

 

0

 

0

 

0

 

 

 

$

30

 

$

11

 

$

(6

)

$

35

 

 

For the three months ended March 31, 2012 and 2011, we recorded net costs of $2 million and $11 million, respectively. The 2012 amount primarily related to costs associated with the legal proceedings and governmental reviews described above. The 2011 amount primarily related to costs associated with our evaluation of an unsolicited acquisition proposal received in November 2010 (which was subsequently withdrawn), the settlement of a union arbitration claim and costs to defend the Company in various matters.

 

NOTE 11. INCOME TAXES

 

Income tax expense in the three months ended March 31, 2012 included expense of $1 million related to continuing operations attributable to an increase in our estimated liabilities for uncertain tax positions, net of related deferred tax effects. The total amount of unrecognized tax benefits as of March 31, 2012 was $35 million ($34 million related to continuing operations and $1 million related to discontinued operations), which, if recognized, would impact our effective tax rate and income tax expense (benefit) from continuing and discontinued operations.

 

Our practice is to recognize interest and penalties related to income tax matters in income tax expense in our consolidated statements of operations. Approximately $0.2 million of interest and penalties related to accrued liabilities for uncertain tax positions related to continuing operations are included in the accompanying Condensed Consolidated Statement of Operations for the three months ended March 31, 2012. Total accrued interest and penalties on unrecognized tax benefits as of March 31, 2012 were $10 million ($11 million related to continuing operations, partially offset by a $1 million benefit related to discontinued operations).

 

As of March 31, 2012, approximately $9 million of unrecognized federal and state tax benefits, as well as reserves for interest and penalties, may decrease in the next 12 months as a result of the settlement of audits, the filing of amended tax returns or the expiration of statutes of limitations.

 

NOTE 12. EARNINGS PER COMMON SHARE

 

The table below is a reconciliation of the numerators and denominators of our basic and diluted earnings per common share calculations for income from continuing operations for the three months ended March 31, 2012 and 2011. Income is expressed in millions and weighted average shares are expressed in thousands.

 

 

 

Income
(Numerator)

 

Weighted
Average
Shares
(Denominator)

 

Per-Share
Amount

 

Three Months Ended March 31, 2012

 

 

 

 

 

 

 

Income available to Tenet Healthcare Corporation common shareholders for basic earnings per share

 

$

57

 

411,373

 

$

0.14

 

Effect of dilutive stock options, restricted stock units and mandatory convertible preferred stock

 

6

 

73,500

 

(0.01

)

Income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share

 

$

63

 

484,873

 

$

0.13

 

 

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Income
(Numerator)

 

Weighted
Average
Shares
(Denominator)

 

Per-Share
Amount

 

Three Months Ended March 31, 2011

 

 

 

 

 

 

 

Income available to Tenet Healthcare Corporation common shareholders for basic earnings per share

 

$

82

 

486,902

 

$

0.17

 

Effect of dilutive stock options, restricted stock units and mandatory convertible preferred stock

 

6

 

78,279

 

(0.01

)

Income available to Tenet Healthcare Corporation common shareholders for diluted earnings per share

 

$

88

 

565,181

 

$

0.16

 

 

Stock options (in thousands) whose exercise price exceeded the average market price of our common stock and, therefore, were not included in the computation of diluted shares for the three months ended March 31, 2012 and 2011 were 15,316 and 18,753 shares, respectively.

 

NOTE 13. FAIR VALUE MEASUREMENTS

 

Our financial assets and liabilities recorded at fair value on a recurring basis primarily relate to investments in available-for-sale securities held by our captive insurance subsidiaries and our derivative contract. The following tables present information about our assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2012 and December 31, 2011. The following tables also indicate the fair value hierarchy of the valuation techniques we utilized to determine such fair values. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. We consider a security that trades at least weekly to have an active market. Fair values determined by Level 2 inputs utilize data points that are observable, such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.

 

 

 

March 31, 2012

 

Quoted Prices
in Active
Markets for
Identical Assets

(Level 1)

 

Significant Other
Observable Inputs
(Level 2)

 

Significant
Unobservable
Inputs
(Level 3)

 

Investments:

 

 

 

 

 

 

 

 

 

Marketable securities – current

 

$

2

 

$

2

 

$

0

 

$

0

 

Investments in Reserve Yield Plus Fund

 

2

 

0

 

2

 

0

 

Marketable debt securities – noncurrent

 

18

 

3

 

14

 

1

 

 

 

$

22

 

$

5

 

$

16

 

$

1

 

Derivative Contract (see Note 5):

 

 

 

 

 

 

 

 

 

LIBOR cap agreement asset

 

$

0

 

$

0

 

$

0

 

$

0

 

 

 

 

December 31, 2011

 

Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)

 

Significant Other
Observable Inputs
(Level 2)

 

Significant
Unobservable
Inputs
(Level 3)

 

Investments:

 

 

 

 

 

 

 

 

 

Investments in Reserve Yield Plus Fund

 

$

2

 

$

0

 

$

2

 

$

0

 

Marketable debt securities – noncurrent

 

22

 

6

 

15

 

1

 

 

 

$

24

 

$

6

 

$

17

 

$

1

 

Derivative Contract (see Note 5):

 

 

 

 

 

 

 

 

 

LIBOR cap agreement asset

 

$

0

 

$

0

 

$

0

 

$

0

 

 

There was no change in the fair value of our auction rate securities valued using significant unobservable inputs during the three months ended March 31, 2012.

 

At March 31, 2012, one of our captive insurance subsidiaries held $1 million of preferred stock and other securities that were distributed from auction rate securities whose auctions have failed due to sell orders exceeding buy orders. We were not required to record an other-than-temporary impairment of these securities during the three months ended March 31, 2012 or 2011.

 

The fair value of our long-term debt is based on quoted market prices. At March 31, 2012 and December 31, 2011, the estimated fair value of our long-term debt was approximately 105.5% and 104.9%, respectively, of the carrying value of the debt.

 

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NOTE 14. ACQUISITIONS

 

During the three months ended March 31, 2012, we acquired a majority interest in one ambulatory surgery center in which we previously held a noncontrolling interest, as well as five physician practice entities. The fair value of the consideration conveyed in the acquisitions (the “purchase price”) was $3 million.

 

We are required to allocate the purchase prices of the acquired businesses to assets acquired or liabilities assumed and, if applicable, noncontrolling interests based on their fair values. The excess of the purchase price allocation over those fair values is recorded as goodwill. We are in process of finalizing the purchase price allocations, including valuations of the acquired property and equipment, for several of the recently acquired outpatient centers; therefore, the purchase price allocations for those centers are subject to adjustment once the valuations are completed.

 

Purchase price allocations for the acquisitions made during the three months ended March 31, 2012 are as follows:

 

Current assets

 

$

1

 

Property and equipment

 

1

 

Goodwill

 

2

 

Current liabilities

 

(1

)

Net cash paid

 

$

3

 

 

The goodwill generated from these transactions, which we anticipate will be fully deductible for income tax purposes, can be attributed to the benefits that we expect to realize from operating efficiencies and increased reimbursement. Approximately $1 million in acquisition costs related to prospective and closed acquisitions were expensed during the three months ended March 31, 2012.

 

NOTE 15. RECENT ACCOUNTING STANDARDS

 

Effective January 1, 2012, we adopted ASU 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” The adoption had no impact on our financial condition, results of operations or cash flows.

 

Effective January 1, 2012, we adopted ASU 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income,” which requires that all nonowner changes in shareholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The adoption had no impact on our financial condition, results of operations or cash flows.

 

Effective January 1, 2012, we adopted ASU 2011-08, “Intangibles—Goodwill and Other (Topic 350): Testing Goodwill for Impairment,” which permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350. The adoption had no impact on our financial condition, results of operations or cash flows.

 

NOTE 16. SUBSEQUENT EVENTS

 

Medicare Rural Floor Budget Neutrality Adjustment Settlement—In April 2012, we entered into an industry-wide settlement with the HHS, the Secretary of HHS and CMS that corrects Medicare payments made to providers for inpatient hospital services for a number of prior periods. As a result of this settlement, we recorded a net gain of approximately $77 million in continuing operations and approximately $7 million in discontinued operations during the three months ended March 31, 2012. This settlement is included in accounts receivable in the accompanying Condensed Consolidated Balance Sheet as of March 31, 2012.

 

Repurchase of Preferred Stock—In April 2012, we also completed a repurchase and subsequent retirement of 298,700 shares of our 7% mandatory convertible preferred stock financed by the issuance of $141 million aggregate principal amount of our 61¤4% senior secured notes due 2018 and $150 million aggregate principal amount of our 8% senior notes due 2020.

 

Proposed Sale of Hospital—Also in April 2012, we entered into a non-binding letter of intent to sell our interest in Creighton University Medical Center (“CUMC”). We may classify the hospital in discontinued operations starting in the three months ended June 30, 2012. During the three months ended March 31, 2012, CUMC generated net operating revenues of $43 million and operating income of less than $1 million. At March 31, 2012, CUMC’s total assets were $167 million. The sale transaction price, including working capital, would be approximately $63 million. If the transaction is consummated, we would recognize a pre-tax non-cash impairment charge of approximately $100 million ($50 million after-tax and after a noncontrolling interest benefit) as a component of discontinued operations. The impairment is not expected to result in any significant cash expenditures and is subject to finalization of definitive agreements and customary closing conditions.

 

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ITEM 2.           MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

INTRODUCTION TO MANAGEMENT’S DISCUSSION AND ANALYSIS

 

The purpose of this section, Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), is to provide a narrative explanation of our financial statements that enables investors to better understand our business, to enhance our overall financial disclosures, to provide the context within which our financial information may be analyzed, and to provide information about the quality of, and potential variability of, our financial condition, results of operations and cash flows. Unless otherwise indicated, all financial and statistical information included herein relates to our continuing operations, with dollar amounts expressed in millions (except per share, per admission, per adjusted admission, per patient day, per adjusted patient day and per visit amounts). MD&A, which should be read in conjunction with the accompanying Condensed Consolidated Financial Statements, includes the following sections:

 

·    Management Overview

·    Forward-Looking Statements

·    Sources of Revenue

·    Results of Operations

·    Liquidity and Capital Resources

·    Off-Balance Sheet Arrangements

·    Critical Accounting Estimates

 

MANAGEMENT OVERVIEW

 

RECENT DEVELOPMENTS

 

Medicare Rural Floor Budget Neutrality Adjustment Settlement—In April 2012, we entered into an industry-wide settlement with the U.S. Department of Health and Human Services (“HHS”), the Secretary of HHS, and the Centers for Medicare and Medicaid Services that corrects Medicare payments made to providers for inpatient hospital services for a number of prior periods. As a result of this settlement, we recorded a net gain of approximately $77 million in continuing operations and approximately $7 million in discontinued operations during the three months ended March 31, 2012. The cash proceeds related to the settlement are expected to be received on or about June 30, 2012.

 

Repurchase of Preferred Stock—In April 2012, we also completed a repurchase and subsequent retirement of 298,700 shares of our 7% mandatory convertible preferred stock financed by the issuance of $141 million aggregate principal amount of our 61¤4% senior secured notes due 2018 and $150 million aggregate principal amount of our 8% senior notes due 2020.

 

Proposed Sale of HospitalAlso in April 2012, we entered into a non-binding letter of intent to sell our interest in Creighton University Medical Center (“CUMC”). The sale transaction price, including working capital, is expected to be approximately $63 million. If the transaction is consummated, we anticipate recognizing a pre-tax non-cash impairment charge of approximately $100 million ($50 million after-tax and after a noncontrolling interest benefit) as a component of discontinued operations. We currently expect the transaction to be completed in the three months ending June 30, 2012. The transaction is subject to finalization of definitive agreements and customary closing conditions. There can be no assurance that the parties will execute definitive agreements or, if such agreements are executed, that the transaction will ultimately be consummated.

 

STRATEGY AND TRENDS

 

We are committed to providing the communities our hospitals, outpatient centers and other health care facilities serve with high quality, cost-effective health care while growing our business, increasing our profitability and creating long-term value for our shareholders. We believe that our success in increasing our profitability depends in part on our success in executing the strategies and managing the trends discussed below.

 

Core Business StrategyAt March 31, 2012, our subsidiaries operated 50 hospitals, including four academic medical centers and a critical access hospital, with a combined total of 13,509 licensed beds, serving primarily urban and suburban communities in 11 states. Our subsidiaries also operated 101 free-standing and provider-based diagnostic imaging centers, ambulatory surgery centers, urgent care centers and free-standing emergency departments in 12 states at March 31, 2012. Our core business is focused on providing acute care treatment, including inpatient care, intensive care, cardiac care, radiology services and emergency medical treatment, as well as outpatient services. In supporting our core business, we seek to offer superior quality and patient services, to make capital and other investments in our facilities and technology to remain competitive, to recruit and retain physicians, to expand our outpatient business and to negotiate favorable contracts with managed care and other commercial payers. In addition, we continually review our clinical service lines (including outpatient

 

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lines) to determine which services are most highly valued and should be marketed to improve our operating results, and we strategically de-emphasize or eliminate unprofitable service lines, if appropriate.

 

Development StrategiesWe continue to focus on opportunities to increase our outpatient revenues through organic growth and the acquisition of selected outpatient businesses. During the three months ended March 31, 2012, we derived approximately 31% of our revenues before provision for doubtful accounts from outpatient services. Historically, our outpatient business has generated significantly higher margins for us than other business lines. By expanding our outpatient business, we expect to increase our profitability over time. We also intend to focus on acquiring hospitals, services providers and other health care assets and companies in markets where we believe our operating strategies can improve performance and create shareholder value. We believe that this growth by strategic acquisitions, when and if opportunities are available, can supplement the growth we believe we can generate organically in our existing markets.

 

Expanding Our Conifer Health Solutions BusinessWe intend to continue expanding our revenue cycle management, health care information management, management services, and patient communications services businesses under our Conifer Health Solutions (“Conifer”) subsidiary by marketing these services to non-Tenet hospitals and other health care-related entities. At March 31, 2012, Conifer provided services to more than 300 Tenet and non-Tenet hospitals and other health care organizations. We believe this business has the potential over time to generate high margins and improve our results of operations.

 

Commitment to QualityThrough our Commitment to Quality and Medicare Performance Improvement initiatives, we continually work with physicians to implement the most current evidence-based medicine techniques to improve the way we provide care, while using labor management tools and supply chain initiatives to reduce variable costs. We believe the use of these practices will promote the most effective and efficient utilization of resources and result in shorter lengths of stay, as well as reductions in redundant ancillary services and readmissions for hospitalized patients. As a result of our efforts, our hospitals have substantially improved in quality metrics reported by the government and have been recognized by several managed care companies for their quality of care. Leveraging off of these initiatives, we expect to benefit over time from provisions in the Patient Protection and Affordable Care Act as amended by the Health Care and Education Reconciliation Act of 2010 (“Affordable Care Act”) that tie certain payments to quality measures, establish a value-based purchasing system, and adjust hospital payment rates based on hospital-acquired conditions and hospital readmissions. In general, we believe that quality of care improvements may have the effect of reducing costs, increasing payments from Medicare and certain managed care payers for our services, and increasing physician and patient satisfaction, which may potentially improve our volumes.

 

Realizing HIT Incentive Payments and Other BenefitsDuring the year ended December 31, 2011, we achieved compliance with certain of the health information technology (“HIT”) requirements under the American Recovery and Reinvestment Act of 2009 (“ARRA”); as a result, we recognized approximately $55 million of electronic health record incentives related to Medicaid ARRA HIT in 2011. These incentives will partially offset the operating expenses we have incurred and continue to incur to invest in HIT systems. We also anticipate that we will be able to recognize Medicare and additional Medicaid ARRA HIT incentives in the year ending December 31, 2012. Furthermore, we believe that the operational benefits of HIT, including improved clinical outcomes and increased operating efficiencies, will contribute to our long-term ability to grow our business.

 

General Economic ConditionsWe believe that high unemployment rates and other adverse economic conditions are continuing to have a negative impact on our bad debt expense levels and patient volumes. However, as the economy recovers, we expect to experience improvements in these metrics relative to current levels.

 

Improving Operating LeverageWe are experiencing a gradual increase in patient volumes that we believe is primarily attributable to our focus on physician alignment and satisfaction, targeted capital spending on critical growth opportunities for our hospitals, emphasis on higher demand clinical service lines (including outpatient lines), the implementation of new payer contracting strategies, and improved quality metrics at our hospitals. Increases in patient volumes have been constrained by the slow pace of the current economic recovery, increased competition, utilization pressure by managed care organizations, the effects of higher patient co-pays and deductibles, and demographic trends.

 

Impact of Affordable Care ActWe anticipate that we will benefit over time from the provisions of the Affordable Care Act that will extend insurance coverage through Medicaid or private insurance to a broader segment of the U.S. population. Although we are unable to predict the precise impact of the Affordable Care Act on our future results of operations, and while there will be some reductions in reimbursement rates, which began in 2010, we anticipate, based on the current timetable for implementing the law, that we could begin to receive reimbursement for caring for uninsured and underinsured patients as early as 2014. We believe that we are well-positioned relative to other health care companies to benefit from extended insurance coverage given the concentration of our operations in California, Florida and Texas, which states historically have higher percentages of uninsured and underinsured patients compared to the national average.

 

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Our ability to execute on these strategies and manage these trends is subject to a number of risks and uncertainties that may cause actual results to be materially different from expectations. For information about these risks and uncertainties, see the Forward-Looking Statements and Risk Factors sections in Part I of our Annual Report on Form 10-K for the year ended December 31, 2011 (“Annual Report”).

 

RESULTS OF OPERATIONS—OVERVIEW

 

Our results of operations have been and continue to be influenced by industry-wide and company-specific challenges, including constrained volume growth, decreased demand for inpatient cardiac procedures and high levels of bad debt, that have affected our revenue growth and operating expenses. We believe our results of operations for our most recent fiscal quarter best reflect recent trends we are experiencing with respect to volumes, revenues and expenses; therefore, we have provided below information about these metrics for the three months ended March 31, 2012 and 2011 for all of our continuing operations hospitals.

 

 

 

Three Months Ended March 31,

 

Admissions, Patient Days and Surgeries

 

2012

 

2011

 

Increase
(Decrease)

 

Total admissions

 

133,193

 

133,349

 

(0.1

)%

Paying admissions (excludes charity and uninsured)

 

124,111

 

124,762

 

(0.5

)%

Charity and uninsured admissions

 

9,082

 

8,587

 

5.8

%

Admissions through emergency department

 

82,197

 

80,763

 

1.8

%

Paying admissions as a percentage of total admissions

 

93.2

%

93.6

%

(0.4

)%(1)

Charity and uninsured admissions as a percentage of total admissions

 

6.8

%

6.4

%

0.4

%(1)

Emergency department admissions as a percentage of total admissions

 

61.7

%

60.6

%

1.1

%(1)

Surgeries – inpatient

 

36,935

 

36,753

 

0.5

%

Surgeries – outpatient

 

57,661

 

52,001

 

10.9

%

Total surgeries

 

94,596

 

88,754

 

6.6

%

Patient days – total

 

626,940

 

645,166

 

(2.8

)%

Adjusted patient days(2)

 

961,509

 

963,039

 

(0.2

)%

Average length of stay (days)

 

4.71

 

4.84

 

(2.7

)%

Adjusted patient admissions(2)

 

205,900

 

200,353

 

2.8

%

Number of acute care hospitals (at end of period)

 

50

 

50

 

 

Licensed beds (at end of period)

 

13,509

 

13,457

 

0.4

%

Average licensed beds(3)

 

13,472

 

13,457

 

0.1

%

Utilization of licensed beds(4)

 

51.1

%

53.3

%

(2.2

)%(1)

 


(1)   The change is the difference between the amounts shown for the three months ended March 31, 2012 compared to the three months ended March 31, 2011.

(2)   Adjusted patient days/admissions represents actual patient days/admissions adjusted to include outpatient services by multiplying actual patient days/admissions by the sum of gross inpatient revenues and outpatient revenues and dividing the results by gross inpatient revenues.

(3)   Number of hospitals includes 49 general hospitals and one critical access facility.

(4)   Utilization of licensed beds represents patient days divided by number of days in the period divided by average licensed beds.

 

Total admissions decreased by 156, or 0.1%, in the three months ended March 31, 2012 compared to the same period in 2011. Total surgeries increased by 6.6% in the three months ended March 31, 2012 compared to the same period in 2011. While our emergency department admissions increased 1.8% in the three months ended March 31, 2012 compared to the same period in the prior year, we believe the current economic conditions continue to have an adverse impact on the level of elective procedures performed at our hospitals, which constrained the overall change in our total admissions. Charity and uninsured admissions increased 5.8% in the three months ended March 31, 2012 compared to the three months ended March 31, 2011.

 

 

 

Three Months Ended March 31,

 

Outpatient Visits

 

2012

 

2011

 

Increase
(Decrease)

 

Total visits

 

1,052,551

 

1,010,848

 

4.1

%

Paying visits (excludes charity and uninsured)

 

943,892

 

909,359

 

3.8

%

Charity visits and uninsured visits

 

108,659

 

101,489

 

7.1

%

Emergency department visits

 

393,619

 

371,658

 

5.9

%

Surgery visits

 

57,661

 

52,001

 

10.9

%

Paying visits as a percentage of total visits

 

89.7

%

90.0

%

(0.3

)%(1)

Charity visits and uninsured visits as a percentage of total visits

 

10.3

%

10.0

%

0.3

%(1)

 


(1) The change is the difference between the amounts shown for the three months ended March 31, 2012 compared to the three months ended March 31, 2011.

 

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We had an increase of 41,703 total outpatient visits, or 4.1%, in the three months ended March 31, 2012 compared to the three months ended March 31, 2011. All of our regions reported increased outpatient visits in the three months ended March 31, 2012, with the strongest improvement occurring in our Southern States region.

 

Outpatient surgery visits increased by 10.9% in the three months ended March 31, 2012 compared to the same period in 2011. Charity and uninsured outpatient visits increased by 7.1% in the three months ended March 31, 2012 compared to the three months ended March 31, 2011.

 

 

 

Three Months Ended March 31,

 

Revenues

 

2012

 

2011

 

Increase
(Decrease)

 

Net operating revenues

 

$

2,350

 

$

2,299

 

2.2

%

Revenues from the uninsured

 

$

157

 

$

150

 

4.7

%

Net inpatient revenues(1)

 

$

1,640

 

$

1,653

 

(0.8

)%

Net outpatient revenues(1)

 

$

781

 

$

733

 

6.5

%

 


(1)   Net inpatient revenues and net outpatient revenues are components of net operating revenues. Net inpatient revenues include self-pay revenues of $66 million and $70 million for the three months ended March 31, 2012 and 2011, respectively. Net outpatient revenues include self-pay revenues of $91 million and $80 million for the three months ended March 31, 2012 and 2011, respectively.

 

Net operating revenues increased by $51 million, or 2.2%, in the three months ended March 31, 2012 compared to the same period in 2011. Favorable prior-year cost report adjustments contributed approximately $81 million to net operating revenues in the three months ended March 31, 2012, which amount includes $83 million from the aforementioned Medicare Budget Neutrality settlement, compared to favorable adjustments of $1 million in the three months ended March 31, 2011. Net operating revenues in the three months ended March 31, 2012 included $46 million of Medicaid disproportionate share hospital (“DSH”) revenues and other state-funded subsidy payments compared to $130 million in the same period in 2011. The 2011 amount included an aggregate $93 million of revenues related to the California and Pennsylvania provider fee programs and the Georgia disproportionate share program compared to $8 million in the 2012 period due to the different timing of the approval of these programs.

 

In addition to certain of the factors discussed above, net patient revenues increased by 1.5% in the three months ended March 31, 2012 compared to the same period in 2011 primarily as a result of managed care pricing improvement and increased outpatient volumes.

 

 

 

Three Months Ended March 31,

 

Revenues on a Per Admission, Per Patient Day and Per Visit Basis

 

2012

 

2011

 

Increase
(Decrease)

 

Net inpatient revenue per admission

 

$

12,313

 

$

12,396

 

(0.7

)%

Net inpatient revenue per patient day

 

$

2,616

 

$

2,562

 

2.1

%

Net outpatient revenue per visit

 

$

742

 

$

725

 

2.3

%

Net patient revenue per adjusted patient admission(1)

 

$

11,758

 

$

11,909

 

(1.3

)%

Net patient revenue per adjusted patient day(1)

 

$

2,518

 

$

2,478

 

1.6

%

 


(1)   Adjusted patient days/admissions represents actual patient days/admissions adjusted to include outpatient services by multiplying actual patient days/admissions by the sum of gross inpatient revenues and outpatient revenues and dividing the results by gross inpatient revenues.

 

Net inpatient revenue per patient day increased 1.6% in the three months ended March 31, 2012 compared to the same period in 2011. This pricing increase reflects improved terms in our contracts with commercial managed care payers, partially offset by an adverse shift in payer mix. The decrease in net inpatient revenue per admission of 0.7% reflected an unfavorable shift in our total payer mix, including a decline in managed care admissions as a percentage of total admissions, in the three months ended March 31, 2012 compared to the three months ended March 31, 2011, as well as a 2.7% decline in our average length of stay. The increase in net outpatient revenue per visit was primarily due to the improved terms of our managed care contracts.

 

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Three Months Ended March 31,

 

Provision for Doubtful Accounts

 

2012

 

2011

 

Increase
(Decrease)

 

Provision for doubtful accounts

 

$

193

 

$

182

 

6.0

%

Provision for doubtful accounts as a percentage of net operating revenues before provision for doubtful accounts

 

7.6

%

7.3

%

0.3

%(1)

Collection rate on self-pay accounts(2)

 

27.9

%

27.9

%

%(1)

Collection rate on commercial managed care accounts

 

98.0

%

98.3

%

(0.3

)%(1)

 


(1)   The change is the difference between the amounts shown for the three months ended March 31, 2012 compared to the three months ended March 31, 2011.

(2)   Self-pay accounts receivable are comprised of both uninsured and balance after insurance receivables.

 

Provision for doubtful accounts increased by $11 million, or 6.0%, in the three months ended March 31, 2012 compared to the same period in 2011. The increase in provision for doubtful accounts primarily related to the increase in uninsured revenues in the three months ended March 31, 2012 compared to the three months ended March 31, 2011. Our self-pay collection rate, which is the blended collection rate for uninsured and balance after insurance accounts receivable, was approximately 27.9% at both March 31, 2012 and 2011.

 

 

 

Three Months Ended March 31,

 

Selected Operating Expenses

 

2012

 

2011

 

Increase
(Decrease)

 

Salaries, wages and benefits

 

$

1,078

 

$

1,035

 

4.2

%

Supplies

 

406

 

404

 

0.5

%

Other operating expenses

 

553

 

506

 

9.3

%

Total

 

$

2,037

 

$

1,945

 

4.7

%

Rent/lease expense(1)

 

$

38

 

$

35

 

8.6

%

Salaries, wages and benefits per adjusted patient day(2)

 

$

1,121

 

$

1,075

 

4.3

%

Supplies per adjusted patient day(2)

 

422

 

420

 

0.5

%

Other operating expenses per adjusted patient day(2)

 

576

 

525

 

9.7

%

Total per adjusted patient day

 

$

2,119

 

$

2,020

 

4.9

%

Salaries, wages and benefits per adjusted patient admission(2)

 

$

5,236

 

$

5,166

 

1.4

%

Supplies per adjusted patient admission(2)

 

1,972

 

2,016

 

(2.2

)%

Other operating expenses per adjusted patient admission(2)

 

2,685

 

2,526

 

6.3

%

Total per adjusted patient admission

 

$

9,893

 

$

9,708

 

1.9

%

 


(1)   Included in other operating expenses.

(2)   Adjusted patient days/admissions represents actual patient days/admissions adjusted to include outpatient services by multiplying actual patient days/admissions by the sum of gross inpatient revenues and outpatient revenues and dividing the results by gross inpatient revenues.

 

Total selected operating expenses, which is defined as salaries, wages and benefits, supplies and other operating expenses, increased by 4.9% and 1.9% on a per adjusted patient day and per adjusted patient admission basis, respectively, in the three months ended March 31, 2012 compared to the three months ended March 31, 2011. The increase on a per adjusted patient admission basis was significantly lower than the increase on a per adjusted patient day basis due in part to the impact of our focus on reducing the average patient’s length of stay.

 

Salaries, wages and benefits per adjusted patient admission increased by 1.4% in the three months ended March 31, 2012 compared to the same period in 2011. This increase is primarily due an increase in the number of physicians we employ, annual merit increases for certain of our employees, an increase in employee headcount at our Conifer subsidiary and increased employee-related costs associated with our HIT implementation program in the three months ended March 31, 2012 compared to the three months ended March 31, 2011, partially offset by a decrease in overtime costs.

 

Supplies expense per adjusted patient admission decreased by 2.2% in the three months ended March 31, 2012 compared to the three months ended March 31, 2011. Supplies expense was favorably impacted by a decline in orthopedic and cardiology-related costs due to renegotiated prices, partially offset by increased costs of implants and surgical supplies.

 

Other operating expenses per adjusted patient admission increased by 6.3% in the three months ended March 31, 2012 compared to the same period in 2011. This change is primarily due to increased costs of contracted services, higher legal costs primarily due to the aforementioned Medicare Budget Neutrality settlement, increased physician and medical fees, and increased information technology service contract expenses primarily related to our HIT implementation program. Other operating expenses in the three months ended March 31, 2011 also included the favorable impact of a $6 million adjustment relating to the estimated recovery of the employer portion of certain payroll taxes paid prior to April 2005 on behalf of medical residents and a $3 million gain on the sale of a medical office building. Malpractice expense in the 2012 period includes a favorable impact of

 

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approximately $3 million due to a 26 basis point increase in the interest rate used to estimate the discounted present value of projected future malpractice liabilities compared to a $2 million favorable adjustment as a result of a 19 basis point increase in the interest rate in the 2011 period.

 

Our estimated direct and allocated costs (based on selected operating expenses, which include salaries, wages and benefits, supplies and other operating expenses) of caring for uninsured patients were $111 million and $96 million in the three months ended March 31, 2012 and 2011, respectively.

 

The table below shows the pre-tax and after-tax impact on continuing operations for the three months ended March 31, 2012 and 2011 of the following items:

 

 

 

Three Months Ended
March 31,