CLAIMS AND LAWSUITS | NOTE 10. CLAIMS AND LAWSUITS We operate in a highly regulated and litigious industry. Healthcare 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. We and our subsidiaries have received inquiries in recent years from government agencies, and we may receive similar inquiries in future periods. We are also subject to class action lawsuits, employment-related claims and other legal actions in the ordinary course of business. Some of these actions may involve large demands, as well as substantial defense costs. We cannot predict the outcome of current or future legal actions against us or the effect that judgments or settlements in such matters may have on us. We record accruals for estimated losses relating to claims and lawsuits when available information indicates that a loss is probable and we can reasonably estimate the amount of the loss or a range of loss. Significant judgment is required in both the determination of the probability of a loss and the determination as to whether a loss is reasonably estimable. These determinations are updated at least quarterly and are adjusted to reflect the effects of negotiations, settlements, rulings, advice of legal counsel and technical experts, and other information and events pertaining to a particular matter. If 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. Resolution of Clinica de la Mama Qui Tam Action and Criminal Investigation As previously disclosed, on September 30, 2016, the Company and certain of its subsidiaries, including Tenet HealthSystem Medical, Inc. (“THSMI”), Atlanta Medical Center, Inc. (“AMCI”) and North Fulton Medical Center, Inc. (“NFMCI”), executed agreements with the U.S. Department of Justice (“DOJ”) and others to resolve the Clinica de la Mama civil qui tam litigation and criminal investigation. For additional information regarding these matters, we refer you to the Company’s Form 8-K filed on October 3, 2016, which summarizes the terms and conditions, and includes copies, of the resolution agreements. On October 19, 2016, in accordance with the terms of the resolution agreements, AMCI and NFMCI pled guilty before the U.S. District Court for the Northern District of Georgia to conspiring to violate the federal anti-kickback statute and defraud the United States. On October 28, 2016, in accordance with the resolution agreements, AMCI and NFMCI paid forfeiture money judgments in the total amount of approximately $146 million to the United States. In addition, on November 2, 2016, the Company will pay approximately $372 million (which is comprised of the settlement amount of $368 million, approximately $1.7 million in interest, and approximately $1.9 million in relator’s attorneys’ fees and costs) to resolve the civil qui tam litigation captioned United States of America, ex rel. Ralph D. Williams v. Health Management Associates, Inc., et al. , which was filed in the U.S. District Court for the Middle District of Georgia. We increased our reserves in the three months ended September 30, 2016 from $516 million to $517 million to reflect updated interest and fee amounts to be paid by us in connection with the resolution of the civil qui tam litigation. We funded the forfeiture money judgments, and will fund the civil monetary payment, through general corporate sources of liquidity, including cash and borrowings under our Credit Agreement. Pursuant to the terms of the previously disclosed Non-Prosecution Agreement (“NPA”) with the DOJ’s Criminal Division, Fraud Section and the U.S. Attorney’s Office for the Northern District of Georgia (together, the “Offices”), THSMI and the Company have agreed to cooperate fully with the Offices in any matters relating to the conduct described in the NPA and other conduct under investigation by the Offices at any time during the term of the NPA, and the Company has agreed to retain an independent compliance monitor to assess, oversee and monitor the Company’s compliance with its obligations under the NPA. The term of the NPA will be three years from the date on which the monitor is retained, unless the NPA is extended or terminated early. The foregoing description of the NPA is qualified in its entirety by reference to the full text of that agreement, which is filed as an exhibit to the Company’s Form 8-K filed on October 3, 2016. Among other things, the terms of the NPA provide that if, during its term, THSMI commits any felony under federal law, or if the Company commits any felony related to the federal anti-kickback statute, or if THSMI or the Company fail to cooperate or otherwise fail to fulfill the obligations set forth in the NPA, then THSMI, the Company and their affiliates shall be subject to prosecution for any federal criminal violation of which the Offices have knowledge, including, but not limited to, the conduct described in the NPA. The Offices retain sole discretion over determining whether there has been a breach of the NPA and whether to pursue prosecution. Shareholder Litigation On October 7, 2016, a purported shareholder filed a complaint in the U.S. District Court for the Central District of California against the Company and several current and former executive officers in a matter captioned Pennington v. Tenet Healthcare Corporation, et al . On October 10, 2016, a second purported shareholder filed a complaint in the U.S. District Court for the Northern District of Texas (Dallas Division) against THC and two current executive officers in a matter captioned Yamany v. Tenet Healthcare Corporation, et al . Both lawsuits seek class certification on behalf of purchasers of the Company’s common stock. In addition, both complaints allege that false or misleading statements or omissions concerning the Company’s financial performance and compliance policies, specifically with respect to the Clinica de la Mama matters, caused the price of THC’s common stock to be artificially inflated. No lead plaintiff has been appointed in either of these cases, which the Company believes will be consolidated into a single proceeding. No action is required of the defendants until the appointment of a lead plaintiff. The Company believes the allegations in these cases are without merit, and it intends to vigorously defend against them. Antitrust Class Action Lawsuit Filed by Registered Nurses in San Antonio In Maderazo, et al. v. VHS San Antonio Partners, L.P. d/b/a Baptist Health Systems, et al. , filed in June 2006 in the U.S. District Court for the Western District of Texas, a purported class of registered nurses employed by three unaffiliated San Antonio-area hospital systems allege those hospital systems, including Baptist Health System, and other unidentified San Antonio regional hospitals violated Section §1 of the federal Sherman Act by conspiring to depress nurses’ compensation and exchanging compensation-related information among themselves in a manner that reduced competition and suppressed the wages paid to such nurses. The suit seeks unspecified damages (subject to trebling under federal law), interest, costs and attorneys’ fees. The case had been stayed since 2008; however, in July 2015, the court lifted the stay and re-opened discovery. We will continue to seek to defeat class certification and vigorously defend ourselves against the plaintiffs’ allegations. Because these proceedings remain at an early stage, it is impossible at this time to predict their outcome with any certainty; however, we believe that the ultimate resolution of this matter will not have a material effect on our business, financial condition or results of operations. Ordinary Course Matters We are also subject to other claims and lawsuits arising in the ordinary course of business, including potential claims related to, among other things, the care and treatment provided at our hospitals and outpatient facilities, the application of various federal and state labor laws, tax audits and other matters. Although the results of these claims and lawsuits cannot be predicted with certainty, we believe that the ultimate resolution of these ordinary course claims and lawsuits will not have a material effect on our business or financial condition. 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. The table below presents reconciliations of the beginning and ending liability balances in connection with legal settlements and related costs recorded during the nine months ended September 30, 2016 and 2015: Balances at Litigation and Balances at Beginning Investigation Cash End of of Period Costs Payments Other Period Nine Months Ended September 30, 2016 Continuing operations $ $ $ $ — $ Discontinued operations — — — — — $ $ $ $ — $ Nine Months Ended September 30, 2015 Continuing operations $ $ $ $ $ Discontinued operations — $ $ $ $ $ For the nine months ended September 30, 2016 and 2015, we recorded costs of $291 million and $67 million, respectively, in continuing operations in connection with significant legal proceedings and governmental reviews. During the nine months ended September 30, 2015, we reduced a previously established reserve for a legal matter in discontinued operations by approximately $3 million based on updated claims information. |