01—Abstract
Summary
Summary of the 10-K/A filed May 2, 2011. Cited figures are marked; the original filing is the authoritative source.
This Form 10-K/A (Amendment No. 1) from Tenet Healthcare Corporation, filed May 2, 2011 for the fiscal year ended December 31, 2010, is a Part III amendment.
It supplements the original Form 10-K with director biographies, executive compensation disclosure, security ownership, director independence, and principal accounting fee information. It does not contain the consolidated financial statements, which are incorporated by reference to the Original Form 10-K Filing. The filing's compensation discussion cites key 2010 performance figures.
Net revenue was $9.205 billiona in 2010, and EBITDA was $1.050 billion, up from $422 million in 2004 on a same-hospitals basis. Return on invested capital was 12.3% in 2010, and total debt was $4.064 billion at December 31, 2010, down from $4.782 billion in 2006. The company also completed repayment of its obligations to the U.S. Department of Justice, which had an original amount of $725 million.
Adjusted free cash flow for 2010 was $58.1 millionb under the annual incentive plan metrics. Governance and ownership details include an annual Board chairman structure led by Edward A. Kangas, with Trevor Fetter serving as President and Chief Executive Officer.
The company reported 489,427,436 common shares outstanding as of April 15, 2011. Franklin Mutual Advisers, LLC held 10.40% of outstanding common stock and FMR LLC held 9.534%. Deloitte & Touche LLP was the principal independent registered public accounting firm, with audit fees of $2,701,060c in 2010.
02—Key points
Key Highlights
- Filing type: Part III amendment (10-K/A No. 1) for fiscal 2010, covering directors, executive compensation, ownership, and independence; financial statements are incorporated by reference from the Original Form 10-K.
- 2010 net revenue of $9.205 billion and EBITDA of $1.050 billion, with EBITDA cited as exceeding the $800 million performance threshold set for equity awards.
- Return on invested capital of 12.3% in 2010, up from a negative 3.3% annual return in 2006 per the filing.
- Total debt reduced to $4.064 billion at December 31, 2010, from $4.782 billion in 2006; the Department of Justice obligations (original amount $725 million) were fully repaid in 2010.
- Named Executive Officers earned 104% of target annual bonuses for 2010, with the Committee applying a 6% discretionary reduction to the calculated payout.
- Chief Executive Officer Trevor Fetter's total 2010 compensation was $12,242,946 per the Summary Compensation Table, with 88.1% of his pay at risk.
- Largest holders: Franklin Mutual Advisers (10.40%), FMR LLC (9.534%), BlackRock (8.07%), and The Vanguard Group (5.64%).
03—One dollar
04—Financials
Financial Highlights
Figures from 10-K/AFY2010filed May 2, 2011Financial Statements
FY2010 against FY2009
| Line item | FY2010FY2009 | Change |
|---|---|---|
| Operating Income | $634.00M$538.00M | +17.8% |
| Interest Expense | $424.00M$445.00M | −4.7% |
| Net Income | $1.15B$181.00M | +536.5% |
| EPS (Basic) | $9.24$0.38 | +2331.6% |
| EPS (Diluted) | $8.16$0.37 | +2105.4% |
| Shares Outstanding (Basic) | 121.08M480.24M | −74.8% |
| Shares Outstanding (Diluted) | 140.16M507.28M | −72.4% |
05—Questions
Frequently Asked Questions
Why was this 10-K/A filed?
The filing is Amendment No. 1 to the 2010 Annual Report and provides Part III information, including director biographies, executive and director compensation, security ownership, related-party and independence disclosures, and accounting fees. The consolidated financial statements remain in the Original Form 10-K Filing.
How did Tenet perform against its 2010 incentive targets?
The corporate Balanced Scorecard achieved 95.52 points, which corresponded to a bonus payout of 110.2% of target for Named Executive Officers. The Committee reduced payouts by 6% of target awards, and adjusted EBITDA of $1.050 billion exceeded the $1.015.5 billion target level stated in the filing.
What is the company's debt and balance sheet trajectory?
The filing states total debt declined from $4.782 billion in 2006 to $4.064 billion at December 31, 2010. The company also completed full repayment of its Department of Justice obligations in 2010, originally $725 million.
Who holds significant ownership in Tenet and who leads the board?
As of April 15, 2011, Franklin Mutual Advisers held 10.40% and FMR LLC held 9.534% of common stock. Edward A. Kangas serves as Chairman of the Board, and Trevor Fetter serves as President and Chief Executive Officer and as a director.
Who audited Tenet's 2010 financial statements and what were the fees?
Deloitte & Touche LLP served as principal independent registered public accounting firm. Audit fees were $2,701,060 for 2010 and audit-related fees were $1,307,971; tax fees were zero, and all other fees were $423,997.
06—Continue