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Tenet Healthcare Corp

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Tenet Healthcare Corp TENET HEALTHCARE CORP FORM 10-K405 (Annual Report (Regulation S-K, item 405)) Filed 8/21/2001 For Period Ending 5/31/2001 Address 13737 NOEL ROAD DALLAS, Texas 75240 Telephone 469-893-2200 CIK 0000070318 Industry Healthcare Facilities Sector Healthcare Fiscal Year 12/31 QuickLinks -- Click here to rapidly navigate through this document SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K /x/ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended May 31, 2001. 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: I-7293 TENET HEALTHCARE CORPORATION (Exact name of Registrant as specified in its charter) Nevada 95 -2557091 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3820 State Street 93105 Santa Barbara, California (Zip Code) (Address of principal executive offices) Area Code (805) 563-7000 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock New York Stock Exchange Pacific Exchange 7 7 / 8 % Senior Notes due 2003 New York Stock Exchange 8 5 / 8 % Senior Notes due 2003 New York Stock Exchange 6% Exchangeable Subordinated Notes due 2005 New York Stock Exchange 8% Senior Notes due 2005 New York Stock Exchange 8 5 / 8 % Senior Subordinated Notes due 2007 New York Stock Exchange 7 5 / 8 % Series B Senior Notes due 2008 New York Stock Exchange 8 1 / 8 % Series B Senior Subordinated Notes due 2008 New York Stock Exchange 9 1 / 4 % Senior Notes due 2010 New York Stock Exchange 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 / / Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K. /x/ As of July 31, 2001, there were 327,587,331 shares of Common Stock outstanding. The aggregate market value of the shares of Common Stock held by non-affiliates of the Registrant, based on the closing price of these shares on the New York Stock Exchange, was $18,113,981,623. For the purposes of the foregoing calculation only, all directors and executive officers of the Registrant have been deemed affiliates. Portions of the Registrant's Annual Report to Shareholders for the fiscal year ended May 31, 2001, have been incorporated by reference into Parts I, II and IV of this Report. Portions of the definitive Proxy Statement for the Registrant's 2001 Annual Meeting of Shareholders have been incorporated by reference into Part III of this Report. TABLE OF CONTENTS FORM 10-K ANNUAL REPORT—2001 TENET HEALTHCARE CORPORATION AND SUBSIDIARIES Page Part I Item 1. Business 1 Item 2. Properties 25 Item 3. Legal Proceedings 25 Item 4. Submission of Matters to a Vote of Security Holders 25 Part II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters 25 Item 6. Selected Financial Data 25 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 25 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 25 Item 8. Financial Statements and Supplementary Data 25 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial 26 Disclosure Part III Item 10. Directors and Executive Officers of the Registrant 26 Item 11. Executive Compensation 26 Item 12. Security Ownership of Certain Beneficial Owners and Management 26 Item 13. Certain Relationships and Related Transactions 26 Part IV Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8 -K 26 Note: The responses to Items 5 through 8, Items 12 and 13 and portions of Items 1, 3, 10, 11 and 14 are included in the Registrant's Annual Report to Shareholders for the year ended May 31, 2001, or the definitive Proxy Statement for the Registrant's 2001 Annual Meeting of Shareholders. The required information is incorporated into this Report by reference to those documents and is not repeated herein. PART I Item 1. Business GENERAL Tenet Healthcare Corporation (together with its subsidiaries, "Tenet", the "Registrant" or the "Company") is the second-largest investor- owned health care services company in the United States. At May 31, 2001, Tenet's subsidiaries and affiliates (collectively "subsidiaries") owned or operated 111 general hospitals with 27,277 licensed beds and related health care facilities serving urban and rural communities in 17 states, and held investments in other health care companies. The related health care facilities included a small number of rehabilitation hospitals, specialty hospitals, long-term care facilities, a psychiatric facility and many medical office buildings located on the same campus as, or nearby, its general hospitals, physician practices and various ancillary health care businesses, including outpatient surgery centers, home health care agencies, occupational and rural health care clinics and health maintenance organizations. Several years ago Tenet adopted a "back to basics" approach to improving its operations and financial performance. Various initiatives developed as part of that back to basics approach helped Tenet to significantly improve its operations and financial performance in fiscal year 2001. Among those initiatives, which are discussed in more detail below, are initiatives to (i) acquire new, or expand and enhance existing, integrated health care delivery systems, (ii) improve patient, physician and employee satisfaction, (iii) reduce bad debts and improve cash flow, (iv) focus on core services such as cardiology, orthopedics and neurology designed to meet the health care needs of the aging baby boomer generation, (v) improve recruitment and retention of nurses and other employees, (vi) improve the quality of care provided at its hospitals by identifying best practices and exporting those best practices to all of its hospitals; and (vii) improve operating efficiencies and reduce costs while maintaining the quality of care provided. Tenet regularly reviews its portfolio of facilities on a facility-by-facility basis to assess performance and allocate resources. Tenet intends to continue its strategic acquisitions of, and partnerships or affiliations with, additional general hospitals and related health care businesses in order to expand and enhance its integrated health care delivery systems. From time to time, Tenet also may close or sell facilities or convert them to alternate uses. As discussed in more detail under Health Care on page 2, Tenet's subsidiaries acquired two general hospitals and sold one general hospital during fiscal 2001. On June 30, 2001, following the end of fiscal year 2001, Tenet acquired two more hospitals. On July 2, 2001, a joint venture between a Tenet subsidiary and The Cleveland Clinic Florida opened the Cleveland Clinic Florida Hospital. On March 1, 2001, the Company entered into a new senior unsecured $500 million 364-day revolving credit agreement and a new senior unsecured $1.5 billion five-year revolving credit agreement. The new credit agreements allow the Company to borrow, repay and reborrow up to $500 million prior to March 1, 2002, and up to an additional $1.5 billion prior to March 1, 2006. The Company had approximately $1.8 billion available under its revolving credit agreements at May 31, 2001. 1 Under segment reporting criteria, Tenet's business of providing health care is a single reportable operating segment. See the discussion of Tenet's revenues and operations in "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in Tenet's 2001 Annual Report to Shareholders. OPERATIONS A. Health Care All of Tenet's operations are conducted through its subsidiaries. At May 31, 2001, Tenet's subsidiaries operated 111 general hospitals with 27,277 licensed beds serving urban and rural communities in 17 states. Of those general hospitals, 91 are owned by Tenet's subsidiaries and 20 are owned by third parties and leased by Tenet subsidiaries (including one Tenet -owned facility that is on land leased from a third party). A Tenet subsidiary also owns one general hospital and ancillary health care operations in Barcelona, Spain. During fiscal 2001, Tenet's subsidiaries acquired two general hospitals, Shelby Regional Medical Center, in Center, Texas, with a total of 54 beds and South Fulton Medical Center in East Point, Georgia with a total of 392 beds. On June 30, 2001, following the end of fiscal year 2001, a Tenet subsidiary acquired St. Mary's Medical Center with a total of 460 beds and Good Samaritan Medical Center with a total of 341 beds, both located in Palm Beach County, Florida. On July 2, 2001, a joint venture between a Tenet subsidiary and The Cleveland Clinic Florida–a branch of The Cleveland Clinic Foundation–opened the newly constructed Cleveland Clinic Florida Hospital in Weston, Florida with a total of 150 beds. Under a partnership arrangement, The Cleveland Clinic Florida will oversee all aspects of clinical care and medical management while a subsidiary of Tenet will provide operational and management expertise for the new facility. During fiscal 2001, Tenet sold one general hospital and three long-term care facilities, closed one long-term care facility and combined the operations of one rehabilitation hospital with a general hospital.
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