TENET HEALTHCARE CORP
For the period ended Dec 31, 2023. Filed Feb 16, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 16, 2024
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| UNITED STATES | |
|---|---|
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, DC 20549 | |
| ý Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2023 | |
| 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.) |
| 14201 Dallas Parkway | |
| Dallas, TX 75254 | |
| (Address of principal executive offices, including zip code) | |
| (469) 893-2200 | |
| (Registrant’s telephone number, including area code) | |
| Securities registered pursuant to Section 12(b) of the Act: | |
| Title of each class | Trading symbol | Name of each exchange on which registered |
| Common stock, $0.05 par value | THC | New York Stock Exchange |
| 6.875% Senior Notes due 2031 | THC31 | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No ¨
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨ No ý
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months. Yes ý No ¨
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company (each as defined in Exchange Act Rule 12b-2).
| Large accelerated filer ý | Accelerated filer ¨ | Non-accelerated filer ¨ |
|---|
| Smaller reporting company ☐ | Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ý
If securities are registered pursuant to Section 12(b) of the Exchange Act, indicate by check mark whether the financial statements of the Registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the Registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨
Indicate by check mark whether the Registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes ¨ No ý
As of June 30, 2023, the aggregate market value of the shares of common stock held by non-affiliates of the Registrant (treating directors, executive officers who were SEC reporting persons, and holders of 10% or more of the common stock outstanding as of that date, for this purpose, as affiliates) was approximately $6.4 billion based on the closing price of the Registrant’s shares on the New York Stock Exchange on that day. As of January 31, 2024, there were 99,995 shares (in thousands) of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s definitive proxy statement for the 2024 annual meeting of shareholders are incorporated by reference into Part III of this Form 10-K.
| TABLE OF CONTENTS | Page | |
|---|---|---|
| PART I | ||
| Item 1. | Business | 1 |
| Item 1A. | Risk Factors | 16 |
| Item 1B. | Unresolved Staff Comments | 29 |
| Item 1C. | Cybersecurity | 29 |
| Item 2. | Properties | 30 |
| Item 3. | Legal Proceedings | 30 |
| Item 4. | Mine Safety Disclosures | 30 |
| PART II | ||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 31 |
| Item 6. | Reserved | 32 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 33 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 79 |
| Item 8. | Financial Statements and Supplementary Data | 80 |
| Consolidated Financial Statements | 84 | |
| Notes to Consolidated Financial Statements | 89 | |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 132 |
| Item 9A. | Controls and Procedures | 132 |
| Item 9B. | Other Information | 132 |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 132 |
| PART III | ||
| Item 10. | Directors, Executive Officers and Corporate Governance | 133 |
| Item 11. | Executive Compensation | 133 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 133 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 133 |
| Item 14. | Principal Accounting Fees and Services | 133 |
| PART IV | ||
| Item 15. | Exhibits, Financial Statement Schedules | 134 |
| Signatures | 141 | |
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