Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 31, 2017 | |
Document and Entity Information | ||
Entity Registrant Name | TENET HEALTHCARE CORP | |
Entity Central Index Key | 70,318 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Current Reporting Status | Yes | |
Entity Common Stock, Shares Outstanding (in shares) | 100,936,869 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 429 | $ 716 |
Accounts receivable, less allowance for doubtful accounts ($934 at September 30, 2017 and $1,031 at December 31, 2016) | 2,567 | 2,897 |
Inventories of supplies, at cost | 297 | 326 |
Income tax receivable | 14 | 4 |
Assets held for sale | 842 | 29 |
Other current assets | 1,160 | 1,285 |
Total current assets | 5,309 | 5,257 |
Investments and other assets | 1,253 | 1,250 |
Deferred income taxes | 783 | 871 |
Property and equipment, at cost, less accumulated depreciation and amortization ($4,750 at September 30, 2017 and $4,974 at December 31, 2016) | 7,077 | 8,053 |
Goodwill | 7,022 | 7,425 |
Other intangible assets, at cost, less accumulated amortization ($841 at September 30, 2017 and $772 at December 31, 2016) | 1,764 | 1,845 |
Total assets | 23,208 | 24,701 |
Current liabilities: | ||
Current portion of long-term debt | 140 | 191 |
Accounts payable | 1,100 | 1,329 |
Accrued compensation and benefits | 800 | 872 |
Professional and general liability reserves | 210 | 181 |
Accrued interest payable | 336 | 210 |
Liabilities held for sale | 407 | 9 |
Other current liabilities | 1,146 | 1,242 |
Total current liabilities | 4,139 | 4,034 |
Long-term debt, net of current portion | 14,741 | 15,064 |
Professional and general liability reserves | 617 | 613 |
Defined benefit plan obligations | 596 | 626 |
Deferred income taxes | 0 | 279 |
Other long-term liabilities | 604 | 610 |
Total liabilities | 20,697 | 21,226 |
Commitments and contingencies | ||
Redeemable noncontrolling interests in equity of consolidated subsidiaries | 1,816 | 2,393 |
Shareholders’ equity: | ||
Common stock, $0.05 par value; authorized 262,500,000 shares; 149,244,229 shares issued at September 30, 2017 and 148,106,249 shares issued at December 31, 2016 | 7 | 7 |
Additional paid-in capital | 4,835 | 4,827 |
Accumulated other comprehensive loss | (238) | (258) |
Accumulated deficit | (2,161) | (1,742) |
Common stock in treasury, at cost, 48,413,280 shares at September 30, 2017 and 48,420,650 shares at December 31, 2016 | (2,419) | (2,417) |
Total shareholders’ equity | 24 | 417 |
Noncontrolling interests | 671 | 665 |
Total equity | 695 | 1,082 |
Total liabilities and equity | $ 23,208 | $ 24,701 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 934 | $ 1,031 |
Property and equipment, accumulated depreciation and amortization | 4,750 | 4,974 |
Other intangible assets, accumulated amortization | $ 841 | $ 772 |
Common stock, par value (in dollars per share) | $ 0.05 | $ 0.05 |
Common stock, authorized shares (in shares) | 262,500,000 | 262,500,000 |
Common stock, shares issued (in shares) | 149,224,229 | 148,106,249 |
Common stock in treasury (in shares) | 48,413,280 | 48,420,650 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Net operating revenues: | ||||
Net operating revenues before provision for doubtful accounts | $ 4,941 | $ 5,216 | $ 15,310 | $ 15,856 |
Less: Provision for doubtful accounts | 355 | 367 | 1,109 | 1,095 |
Net operating revenues | 4,586 | 4,849 | 14,201 | 14,761 |
Equity in earnings of unconsolidated affiliates | 38 | 31 | 95 | 85 |
Operating expenses: | ||||
Salaries, wages and benefits | 2,264 | 2,308 | 6,990 | 7,012 |
Supplies | 740 | 767 | 2,285 | 2,351 |
Other operating expenses, net | 1,120 | 1,231 | 3,466 | 3,686 |
Electronic health record incentives | (1) | (2) | (8) | (23) |
Depreciation and amortization | 219 | 205 | 662 | 632 |
Impairment and restructuring charges, and acquisition-related costs | 329 | 31 | 403 | 81 |
Litigation and investigation costs | 6 | 4 | 12 | 291 |
Gains on sales, consolidation and deconsolidation of facilities | (104) | (3) | (142) | (151) |
Operating income | 51 | 339 | 628 | 967 |
Interest expense | (257) | (243) | (775) | (730) |
Other non-operating expense, net | (4) | (7) | (14) | (18) |
Loss from early extinguishment of debt | (138) | 0 | (164) | 0 |
Net income (loss) from continuing operations, before income taxes | (348) | 89 | (325) | 219 |
Income tax benefit (expense) | 60 | (10) | 105 | (61) |
Net income (loss) from continuing operations, before discontinued operations | (288) | 79 | (220) | 158 |
Discontinued operations: | ||||
Income (loss) from operations | (1) | 2 | (1) | (5) |
Income tax benefit (expense) | 0 | (1) | 0 | 0 |
Net income (loss) from discontinued operations | (1) | 1 | (1) | (5) |
Net income (loss) | (289) | 80 | (221) | 153 |
Less: Net income attributable to noncontrolling interests | 78 | 88 | 254 | 266 |
Net loss attributable to Tenet Healthcare Corporation common shareholders | (367) | (8) | (475) | (113) |
Amounts attributable to Tenet Healthcare Corporation common shareholders | ||||
Net loss from continuing operations, net of tax | (366) | (9) | (474) | (108) |
Net income (loss) from discontinued operations, net of tax | (1) | 1 | (1) | (5) |
Net loss attributable to Tenet Healthcare Corporation common shareholders | $ (367) | $ (8) | $ (475) | $ (113) |
Basic | ||||
Continuing operations (in dollars per share) | $ (3.63) | $ (0.09) | $ (4.72) | $ (1.09) |
Discontinued operations (in dollars per share) | (0.01) | 0.01 | (0.01) | (0.05) |
Total loss per share, Basic (in dollars per share) | (3.64) | (0.08) | (4.73) | (1.14) |
Diluted | ||||
Continuing operations (in dollars per share) | (3.63) | (0.09) | (4.72) | (1.09) |
Discontinued operations (in dollars per share) | (0.01) | 0.01 | (0.01) | (0.05) |
Total loss per share, Diluted (in dollars per share) | $ (3.64) | $ (0.08) | $ (4.73) | $ (1.14) |
Weighted average shares and dilutive securities outstanding (in thousands): | ||||
Basic (in shares) | 100,812 | 99,523 | 100,475 | 99,210 |
Diluted (in shares) | 100,812 | 99,523 | 100,475 | 99,210 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (289) | $ 80 | $ (221) | $ 153 |
Other comprehensive income (loss): | ||||
Amortization of net actuarial loss included in other non-operating expense, net | 4 | 5 | 12 | 8 |
Unrealized gains on securities held as available-for-sale | 2 | 2 | 5 | 3 |
Foreign currency translation adjustments | 5 | (3) | 14 | (44) |
Other comprehensive income (loss) before income taxes | 11 | 4 | 31 | (33) |
Income tax expense related to items of other comprehensive income (loss) | (7) | (1) | (11) | (3) |
Total other comprehensive income (loss), net of tax | 4 | 3 | 20 | (36) |
Comprehensive net income (loss) | (285) | 83 | (201) | 117 |
Less: Comprehensive income attributable to noncontrolling interests | 78 | 88 | 254 | 266 |
Comprehensive loss attributable to Tenet Healthcare Corporation common shareholders | $ (363) | $ (5) | $ (455) | $ (149) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Statement of Cash Flows [Abstract] | ||
Net income (loss) | $ (221) | $ 153 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 662 | 632 |
Provision for doubtful accounts | 1,109 | 1,095 |
Deferred income tax expense (benefit) | (145) | 32 |
Stock-based compensation expense | 44 | 51 |
Impairment and restructuring charges, and acquisition-related costs | 403 | 81 |
Litigation and investigation costs | 12 | 291 |
Gains on sales, consolidation and deconsolidation of facilities | (142) | (151) |
Loss from early extinguishment of debt | 164 | 0 |
Equity in earnings of unconsolidated affiliates, net of distributions received | (4) | 2 |
Amortization of debt discount and debt issuance costs | 33 | 33 |
Pre-tax loss from discontinued operations | 1 | 5 |
Other items, net | (19) | (3) |
Changes in cash from operating assets and liabilities: | ||
Accounts receivable | (1,046) | (1,156) |
Inventories and other current assets | 97 | (95) |
Income taxes | (14) | (1) |
Accounts payable, accrued expenses and other current liabilities | (141) | (35) |
Other long-term liabilities | 7 | 48 |
Payments for restructuring charges, acquisition-related costs, and litigation costs and settlements | (88) | (132) |
Net cash provided by (used in) operating activities from discontinued operations, excluding income taxes | (3) | 1 |
Net cash provided by operating activities | 709 | 851 |
Cash flows from investing activities: | ||
Purchases of property and equipment — continuing operations | (492) | (614) |
Purchases of businesses or joint venture interests, net of cash acquired | (41) | (96) |
Proceeds from sales of facilities and other assets | 826 | 573 |
Proceeds from sales of marketable securities, long-term investments and other assets | 20 | 36 |
Purchases of equity investments | (64) | (37) |
Other long-term assets | (16) | (15) |
Other items, net | (6) | 3 |
Net cash provided by (used in) investing activities | 227 | (150) |
Cash flows from financing activities: | ||
Repayments of borrowings under credit facility | (850) | (1,195) |
Proceeds from borrowings under credit facility | 850 | 1,195 |
Repayments of other borrowings | (4,099) | (112) |
Proceeds from other borrowings | 3,788 | 4 |
Debt issuance costs | (62) | (1) |
Distributions paid to noncontrolling interests | (178) | (151) |
Proceeds from sales of noncontrolling interests | 29 | 19 |
Purchases of noncontrolling interests | (722) | (180) |
Proceeds from employee stock plan purchases | 5 | 4 |
Other items, net | 16 | 9 |
Net cash used in financing activities | (1,223) | (408) |
Net increase (decrease) in cash and cash equivalents | (287) | 293 |
Cash and cash equivalents at beginning of period | 716 | 356 |
Cash and cash equivalents at end of period | 429 | 649 |
Supplemental disclosures: | ||
Interest paid, net of capitalized interest | (617) | (596) |
Income tax payments, net | $ (54) | $ (33) |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION Description of Business and Basis of Presentation Tenet Healthcare Corporation (together with our subsidiaries, referred to herein as “Tenet,” “we” or “us”) is a diversified healthcare services company. At September 30, 2017 , we operated 77 hospitals, 20 surgical hospitals and over 460 outpatient centers in the United States, as well as nine facilities in the United Kingdom, through our subsidiaries, partnerships and joint ventures, including USPI Holding Company, Inc. (“USPI joint venture”). Our Conifer Holdings, Inc. (“Conifer”) subsidiary provides healthcare business process services in the areas of hospital and physician revenue cycle management and value-based care solutions to healthcare systems, as well as individual hospitals, physician practices, self-insured organizations, health plans and other entities . This quarterly report supplements our Annual Report on Form 10-K for the year ended December 31, 2016 (“Annual Report”). As permitted by the Securities and Exchange Commission 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). In addition to the impact of the new accounting standards discussed below, certain prior-year amounts have also been reclassified to conform to the current-year presentation, primarily related to the detail of other intangible assets in Note 1 and the line items presented in the changes in shareholders’ equity table in Note 8. Effective January 1, 2017, we adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2016-09, “Compensation—Stock Compensation (Topic 718) Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”), which affects all entities that issue share-based payment awards to their employees. The guidance in ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Upon adoption of ASU 2016-09, we recorded previously unrecognized excess tax benefits of approximately $56 million as a deferred tax asset and a cumulative effect adjustment to retained earnings as of January 1, 2017. Prospectively, all excess tax benefits and deficiencies will be recognized as income tax benefit or expense in our consolidated statement of operations when awards vest. Also effective January 1, 2017, we early adopted ASU 2017-07, “Compensation—Retirement Benefits (Topic 715) Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” (“ASU 2017-07”), which the FASB issued in March 2017. The amendments in ASU 2017-07 apply to all employers that offer to their employees defined benefit pension plans, other postretirement benefit plans, or other types of benefits accounted for under Topic 715 of the FASB Accounting Standards Codification. The guidance in ASU 2017-07 requires that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the statement of operations separately from the service cost component and outside a subtotal of income from operations. The line item or items used in the statement of operations to present the other components of net benefit cost must be disclosed. The amendments in ASU 2017-07 must be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic postretirement benefit cost in the statement of operations. As a result of the adoption of ASU 2017-07, we reclassified approximately $20 million of net benefit cost from salaries, wages and benefits expense to other non-operating income (expense), net, in the accompanying Condensed Consolidated Statement of Operations for both of the nine month periods ended September 30, 2017 and 2016 . Upon adoption of ASU 2017-07, we also reclassified approximately $8 million of net benefit cost from salaries, wages and benefits expense to other non-operating income (expense), net for the three months ended December 31, 2016 , and we reclassified approximately $21 million of net benefit cost from salaries, wages and benefits expense to other non-operating income (expense), net for the year ended December 31, 2015 . 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 and are of a normal recurring nature. In preparing our financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”), we are required to make 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 and nine month periods ended September 30, 2017 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 and other supplemental funding levels set by the states in which we operate; the timing of approval by the Centers for Medicare and Medicaid Services 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 and other weather-related occurrences; litigation and investigation costs; gains (losses) on sales, consolidation and deconsolidation of facilities; income tax rates and deferred tax asset valuation allowance activity; changes in estimates of accruals for annual incentive compensation; the timing 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, the results of operations at our hospitals and related healthcare facilities include, but are not limited to: the business environment, economic conditions and demographics of local communities in which we operate; 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 healthcare competitors; managed care contract negotiations or terminations; the number of patients with high-deductible health insurance plans; any unfavorable publicity about us, or our joint venture partners, that impacts our relationships with physicians and patients; changes in healthcare regulations and the participation of individual states in federal programs; and the timing of elective procedures. These considerations apply to year-to-year comparisons as well. Translation of Foreign Currencies The accounts of European Surgical Partners Limited (“Aspen”) were measured in its local currency (the pound sterling) and then translated into U.S. dollars. All assets and liabilities were translated using the current rate of exchange at the balance sheet date. Results of operations were translated using the average rates prevailing throughout the period of operations. Translation gains or losses resulting from changes in exchange rates are accumulated in shareholders’ equity. 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 and other uninsured discount and charity programs. The table below shows the sources of net operating revenues before provision for doubtful accounts from continuing operations: Three Months Ended Nine Months Ended 2017 2016 2017 2016 Hospital Operations and other: Net patient revenues from acute care hospitals, related outpatient facilities and physician practices Medicare $ 809 $ 844 $ 2,563 $ 2,658 Medicaid 256 339 822 1,009 Managed care 2,524 2,729 7,867 8,031 Indemnity, self-pay and other 442 328 1,316 1,264 Net patient revenues (1) 4,031 4,240 12,568 12,962 Health plans 10 122 100 385 Revenue from other sources 171 158 480 482 Hospital Operations and other total prior to inter-segment eliminations 4,212 4,520 13,148 13,829 Ambulatory Care 477 457 1,422 1,346 Conifer 401 398 1,203 1,169 Inter-segment eliminations (149 ) (159 ) (463 ) (488 ) Net operating revenues before provision for doubtful accounts $ 4,941 $ 5,216 $ 15,310 $ 15,856 (1) Net patient revenues include revenues from physician practices of $171 million and $179 million for the three months ended September 30, 2017 and 2016 , respectively, and $551 million and $558 million for the nine months ended September 30, 2017 and 2016 , respectively. 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 $429 million and $716 million at September 30, 2017 and December 31, 2016 , respectively. At September 30, 2017 and December 31, 2016 , our book overdrafts were approximately $240 million and $279 million , respectively, which were classified as accounts payable. At September 30, 2017 and December 31, 2016 , approximately $167 million and $147 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, and approximately $62 million and $85 million , respectively, of total cash and cash equivalents in the accompanying Condensed Consolidated Balance Sheets were intended for the operations of our health plan-related businesses. Also at September 30, 2017 and December 31, 2016 , we had $89 million and $179 million , respectively, of property and equipment purchases accrued for items received but not yet paid. Of these amounts, $57 million and $141 million , respectively, were included in accounts payable. During the nine months ended September 30, 2017 and 2016 , we entered into non-cancellable capital leases of approximately $82 million and $110 million , respectively, primarily for equipment. Other Intangible Assets The following tables provide information regarding other intangible assets, which are included in the accompanying Condensed Consolidated Balance Sheets at September 30, 2017 and December 31, 2016 : Gross Accumulated Net Book At September 30, 2017: Capitalized software costs $ 1,537 $ (721 ) $ 816 Trade names 105 — 105 Contracts 855 (55 ) 800 Other 108 (65 ) 43 Total $ 2,605 $ (841 ) $ 1,764 Gross Accumulated Net Book At December 31, 2016: Capitalized software costs $ 1,572 $ (681 ) $ 891 Trade names 106 — 106 Contracts 845 (43 ) 802 Other 94 (48 ) 46 Total $ 2,617 $ (772 ) $ 1,845 Estimated future amortization of intangibles with finite useful lives at September 30, 2017 is as follows: Three Months Years Ending Later December 31, Total 2017 2018 2019 2020 2021 Amortization of intangible assets $ 1,097 $ 47 $ 152 $ 135 $ 104 $ 92 $ 567 We recognized amortization expense of $125 million and $111 million in the accompanying Condensed Consolidated Statements of Operations for the nine months ended September 30, 2017 and 2016 , respectively. Investments in Unconsolidated Affiliates We control 220 of the facilities within our Ambulatory Care segment and, therefore, consolidate their results. We account for many of the facilities our Ambulatory Care segment operates ( 109 of 329 at September 30, 2017 ) and four of the hospitals our Hospital Operations and other segment operates, as well as 11 additional facilities in which our Hospital Operations and other segment holds ownership interests, under the equity method as investments in unconsolidated affiliates and report only our share of net income attributable to the investee as equity in earnings of unconsolidated affiliates in the accompanying Condensed Consolidated Statements of Operations. Summarized financial information for the equity method investees within our Ambulatory Care segment and the four equity method investee hospitals operated by our Hospital Operations and other segment are included in the following table. For investments acquired during the reported periods, amounts reflect 100% of the investee’s results beginning on the date of our acquisition of the investment. Three Months Ended Nine Months Ended 2017 2016 2017 2016 Net operating revenues $ 635 $ 610 $ 1,819 $ 1,803 Net income $ 143 $ 129 $ 376 $ 364 Net income attributable to the investees $ 93 $ 83 $ 242 $ 241 |
ACCOUNTS RECEIVABLE AND ALLOWAN
ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS | 9 Months Ended |
Sep. 30, 2017 | |
Accounts Receivable Additional Disclosures [Abstract] | |
ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS | ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS The principal components of accounts receivable are shown in the table below: September 30, 2017 December 31, 2016 Continuing operations: Patient accounts receivable $ 3,371 $ 3,799 Allowance for doubtful accounts (934 ) (1,031 ) Estimated future recoveries 130 141 Net cost reports and settlements payable and valuation allowances (2 ) (14 ) 2,565 2,895 Discontinued operations 2 2 Accounts receivable, net $ 2,567 $ 2,897 At September 30, 2017 and December 31, 2016 , our allowance for doubtful accounts was 27.7% and 27.1% , respectively, of our patient accounts receivable. Accounts that are pursued for collection through Conifer’s business offices are maintained on our hospitals’ books and reflected in patient accounts receivable with an allowance for doubtful accounts established to reduce the carrying value of such receivables to their estimated net realizable value. Generally, we estimate this allowance based on the aging of our accounts receivable by hospital, our historical collection experience by hospital and for each type of payer, and other relevant factors. We also provide charity care to patients who are unable to pay for the healthcare services they receive. Most patients who qualify for charity care are charged a per-diem amount for services received, subject to a cap. Except for the per-diem amounts, our policy is not to pursue collection of amounts determined to qualify as charity care; therefore, we do not report these amounts in net operating revenues. 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. These payments are intended to mitigate our cost of uncompensated care, as well as reduced Medicaid funding levels. The table below shows our estimated costs (based on selected operating expenses, which include salaries, wages and benefits, supplies and other operating expenses and which exclude the costs of our health plan businesses) of caring for our self-pay patients and charity care patients, and revenues attributable to Medicaid DSH and other supplemental revenues we recognized in three and nine months ended September 30, 2017 and 2016 : Three Months Ended Nine Months Ended 2017 2016 2017 2016 Estimated costs for: Self-pay patients $ 164 $ 158 $ 484 $ 453 Charity care patients 29 36 92 104 Total $ 193 $ 194 $ 576 $ 557 Medicaid DSH and other supplemental revenues $ 140 $ 249 $ 462 $ 691 At September 30, 2017 and December 31, 2016 , we had approximately $375 million and $537 million , respectively, of receivables recorded in other current assets and approximately $56 million and $139 million , respectively, of payables recorded in other current liabilities in the accompanying Condensed Consolidated Balance Sheets related to California’s provider fee program. |
ASSETS AND LIABILITIES HELD FOR
ASSETS AND LIABILITIES HELD FOR SALE | 9 Months Ended |
Sep. 30, 2017 | |
Discontinued Operation, Additional Disclosures [Abstract] | |
ASSETS AND LIABILITIES HELD FOR SALE | ASSETS AND LIABILITIES HELD FOR SALE In the three months ended September 30, 2017, we entered into a definitive agreement for the sale of our hospitals, physician practices and related assets in Philadelphia, Pennsylvania and the surrounding area. In accordance with the guidance in the FASB’s Accounting Standards Codification (“ASC”) 360, “Property, Plant and Equipment,” we classified $222 million of our Philadelphia-area assets as “assets held for sale” in current assets and the related liabilities of $52 million as “liabilities held for sale” in current liabilities in the accompanying Condensed Consolidated Balance Sheet at September 30, 2017 . These assets and liabilities, which are in our Hospital Operations and other segment, were recorded at the lower of their carrying amount or their fair value less estimated costs to sell. We recorded impairment charges of $235 million for the write-down of assets held for sale to their estimated fair value, less estimated costs to sell, as a result of this anticipated transaction. Also in the three months ended September 30, 2017, MacNeal Hospital, which is located in a suburb of Chicago, as well as other operations affiliated with the hospital, met the criteria to be classified as held for sale. As a result, we classified these assets totaling $222 million as “assets held for sale” in current assets and the related liabilities of $33 million as “liabilities held for sale” in current liabilities in the accompanying Condensed Consolidated Balance Sheet at September 30, 2017 . These assets and liabilities, which are in our Hospital Operations and other segment, were recorded at the lower of their carrying amount or their fair value less estimated costs to sell. There was no impairment recorded for the write-down of assets held for sale to their estimated fair value, less estimated costs to sell, as a result of the planned divestiture of these assets. Additionally, our nine Aspen facilities in the United Kingdom met the criteria to be classified as held for sale in the three months ended September 30, 2017. We classified $398 million of our United Kingdom assets as “assets held for sale” in current assets and the related liabilities of $322 million as “liabilities held for sale” in current liabilities in the accompanying Condensed Consolidated Balance Sheet at September 30, 2017 . These assets and liabilities, which are in our Ambulatory Care segment, were recorded at the lower of their carrying amount or their fair value less estimated costs to sell. We recorded impairment charges of $59 million for the write-down of assets held for sale to their estimated fair value, less estimated costs to sell. Assets and liabilities classified as held for sale at September 30, 2017 were comprised of the following: Accounts receivable $ 178 Other current assets 100 Investments and other long-term assets 20 Property and equipment 456 Other intangible assets 8 Goodwill 80 Current liabilities (107 ) Long-term liabilities (300 ) Net assets held for sale $ 435 In the three months ended June 30, 2017, we entered into a definitive agreement for the sale of our hospitals, physician practices and related assets in Houston, Texas and the surrounding area, and we classified these assets and liabilities as held for sale. Effective August 1, 2017, we completed the sale for net proceeds of approximately $750 million and recognized a gain on sale of approximately $111 million . In the three months ended September 30, 2016, certain of our health plan assets and liabilities met the criteria to be classified as held for sale. In the nine months ended September 30, 2017, we completed the sales of certain of our health plan businesses in Michigan, Arizona and Texas at transaction prices of approximately $20 million , $13 million and $12 million , respectively, and recognized gains on the sales of approximately $3 million , $13 million and $10 million , respectively. Our hospitals, physician practices and related assets in Georgia met the criteria to be classified as assets held for sale in the three months ended June 30, 2015. We completed the sale of our Georgia assets on March 31, 2016 at a transaction price of approximately $575 million and recognized a gain on sale of approximately $113 million . Because we did not sell the related accounts receivable with respect to the pre-closing period, net receivables of approximately $17 million are included in accounts receivable, less allowance for doubtful accounts, in the accompanying Condensed Consolidated Balance Sheet at September 30, 2017 . |
IMPAIRMENT AND RESTRUCTURING CH
IMPAIRMENT AND RESTRUCTURING CHARGES, AND ACQUISITION-RELATED COSTS | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring Costs and Asset Impairment Charges [Abstract] | |
IMPAIRMENT AND RESTRUCTURING CHARGES, AND ACQUISITION-RELATED COSTS | IMPAIRMENT AND RESTRUCTURING CHARGES, AND ACQUISITION-RELATED COSTS During the nine months ended September 30, 2017 , we recorded impairment and restructuring charges and acquisition-related costs of $403 million , consisting of approximately $294 million of charges to write-down assets held for sale to their estimated fair value, less estimated costs to sell, for our Aspen and Philadelphia-area facilities , $29 million of impairment of two equity method investments, $40 million of employee severance costs , $8 million of contract and lease termination fees , $3 million to write-down intangible assets , $13 million of other restructuring costs , and $16 million in acquisition-related costs , which include $5 million of transaction costs and $11 million of acquisition integration charges . Our impairment and restructuring charges and acquisition-related costs for the nine months ended September 30, 2017 were comprised of $319 million from our Hospital Operations and other segment, $70 million from our Ambulatory Care segment and $14 million from our Conifer segment. During the nine months ended September 30, 2016 , we recorded impairment and restructuring charges and acquisition-related costs of $81 million primarily related to our Hospital Operations and other segment, consisting of approximately $26 million of employee severance costs , $4 million of contract and lease termination fees , $2 million to write-down intangible assets , $9 million of other restructuring costs , and $40 million in acquisition-related costs , which include $5 million of transaction costs and $35 million of acquisition integration charges . Our impairment tests presume stable, improving or, in some cases, declining operating results in our facilities, which are based on programs and initiatives being implemented that are designed to achieve the facility’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. At September 30, 2017 , our continuing operations consisted of three reportable segments, Hospital Operations and other, Ambulatory Care and Conifer. Our Hospital Operations and other segment was structured as follows at September 30, 2017 : • Our Eastern region included all of our segment operations in Alabama, Florida, Illinois, Massachusetts, Michigan, Missouri, Pennsylvania, South Carolina and Tennessee; • Our Texas region included all of our segment operations in New Mexico and Texas; and • Our Western region included all of our segment operations in Arizona and California. These regions are reporting units used to perform our goodwill impairment analysis and are one level below our reportable business segments. We also perform a goodwill impairment analysis for our Ambulatory Care and Conifer reporting units. We periodically incur costs to implement restructuring efforts for specific operations, which are recorded in our consolidated statements of operations as they are incurred. Our restructuring plans focus on various aspects of operations, including aligning our operations in the most strategic and cost-effective structure. Certain restructuring and acquisition-related costs are based on estimates. Changes in estimates are recognized as they occur. |
LONG-TERM DEBT AND LEASE OBLIGA
LONG-TERM DEBT AND LEASE OBLIGATIONS | 9 Months Ended |
Sep. 30, 2017 | |
Long-term Debt and Capital Lease Obligations [Abstract] | |
LONG-TERM DEBT AND LEASE OBLIGATIONS | LONG-TERM DEBT AND LEASE OBLIGATIONS The table below shows our long-term debt at September 30, 2017 and December 31, 2016 : September 30, 2017 December 31, 2016 Senior unsecured notes: 5.000% due 2019 $ — $ 1,100 5.500% due 2019 500 500 6.750% due 2020 300 300 8.000% due 2020 — 750 8.125% due 2022 2,800 2,800 6.750% due 2023 1,900 1,900 7.000% due 2025 500 — 6.875% due 2031 430 430 Senior secured notes: 6.250% due 2018 — 1,041 4.750% due 2020 500 500 6.000% due 2020 1,800 1,800 Floating % due 2020 — 900 4.500% due 2021 850 850 4.375% due 2021 1,050 1,050 7.500% due 2022 750 750 4.625% due 2024 1,870 — 5.125% due 2025 1,410 — Capital leases 377 735 Mortgage notes 85 84 Unamortized issue costs, note discounts and premiums (241 ) (235 ) Total long-term debt 14,881 15,255 Less current portion 140 191 Long-term debt, net of current portion $ 14,741 $ 15,064 Senior Secured and Senior Unsecured Notes On June 14, 2017, we sold $830 million aggregate principal amount of our 4.625% senior secured first lien notes, which will mature on July 15, 2024 (the “2024 Secured First Lien Notes”). We will pay interest on the 2024 Secured First Lien Notes semi-annually in arrears on January 15 and July 15 of each year, commencing on January 15, 2018. The proceeds from the sale of the 2024 Secured First Lien Notes were used, after payment of fees and expenses, together with cash on hand, to deposit with the trustee an amount sufficient to fund the redemption of all $900 million in aggregate principal amount of our floating rate senior secured notes due 2020 (the “2020 Floating Rate Notes”) on July 14, 2017, thereby fully discharging the 2020 Floating Rate Notes as of June 14, 2017. In connection with the redemption, we recorded a loss from early extinguishment of debt of approximately $26 million in the three months ended June 30, 2017, primarily related to the difference between the redemption price and the par value of the notes, as well as the write-off of associated unamortized note discounts and issuance costs. Also on June 14, 2017, THC Escrow Corporation III (“Escrow Corp.”), a Delaware corporation established for the purpose of issuing the securities referred to in this paragraph, issued $1.040 billion in aggregate principal amount of 4.625% senior secured first lien notes due 2024 (the “Escrow Secured First Lien Notes”), $1.410 billion in aggregate principal amount of 5.125% senior secured second lien notes due 2025 (the “Escrow Secured Second Lien Notes”) and $500 million in aggregate principal amount of 7.000% senior unsecured notes due 2025 (the “Escrow Unsecured Notes”). On July 14, 2017, we (i) assumed Escrow Corp.’s obligations with respect to the Escrow Secured Second Lien Notes and (ii) effected a mandatory exchange of all outstanding Escrow Secured First Lien Notes for a like principal amount of our newly issued 2024 Secured First Lien Notes. The proceeds from the sale of the Escrow Secured Second Lien Notes and Escrow Secured First Lien Notes were released from escrow on July 14, 2017 and were used, after payment of fees and expenses, to finance our redemption on July 14, 2017 of $1.041 billion aggregate principal amount of our outstanding 6.250% senior secured notes due 2018 and $1.100 billion aggregate principal amount of our outstanding 5.000% senior unsecured notes due 2019. On August 1, 2017, we assumed Escrow Corp.’s obligations with respect to the Escrow Unsecured Notes. The proceeds from the sale of the Escrow Unsecured Notes were released from escrow on August 1, 2017 and were used, after payment of fees and expenses, to finance our redemption on August 1, 2017 of $500 million aggregate principal amount of our 8.000% senior unsecured notes due 2020. On September 11, 2017, we redeemed the remaining $250 million aggregate principal amount of our 8.000% senior unsecured notes due 2020 using cash on hand. As a result of the redemption activities in the three months ended September 30, 2017 discussed above, we recorded a loss from early extinguishment of debt of approximately $138 million in the period, primarily related to the difference between the redemption price and the par value of the notes, as well as the write-off of associated unamortized note discounts and issuance costs. Credit Agreement We have a senior secured revolving credit facility (as amended, the “Credit Agreement”) that provides, subject to borrowing availability, for revolving loans in an aggregate principal amount of up to $1 billion , with a $300 million subfacility for standby letters of credit. Obligations under the Credit Agreement, which has a scheduled maturity date of December 4, 2020, are guaranteed by substantially all of our domestic wholly owned hospital subsidiaries and are secured by a first-priority lien on the accounts receivable owned by us and the subsidiary guarantors. Outstanding revolving loans accrue interest at a base rate plus a margin ranging from 0.25% to 0.75% per annum or the London Interbank Offered Rate (“LIBOR”) plus a margin ranging from 1.25% to 1.75% per annum, in each case based on available credit. An unused commitment fee payable on the undrawn portion of the revolving loans ranges from 0.25% to 0.375% per annum based on available credit. Our borrowing availability is based on a specified percentage of eligible accounts receivable, including self-pay accounts. At September 30, 2017 , we had no cash borrowings outstanding under the Credit Agreement, and we had approximately $2 million of standby letters of credit outstanding. Based on our eligible receivables, approximately $998 million was available for borrowing under the Credit Agreement at September 30, 2017 . Letter of Credit Facility We have a letter of credit facility (as amended, the “LC Facility”) that provides for the issuance of standby and documentary letters of credit, from time to time, in an aggregate principal amount of up to $180 million (subject to increase to up to $200 million ). Obligations under the LC Facility are guaranteed and secured by a first-priority pledge of the capital stock and other ownership interests of certain of our wholly owned domestic hospital subsidiaries on an equal ranking basis with our senior secured first lien notes. On September 15, 2016, we entered into an amendment to the existing letter of credit facility agreement in order to, among other things, (i) extend the scheduled maturity date of the LC Facility to March 7, 2021, (ii) reduce the margin payable with respect to unreimbursed drawings under letters of credit and undrawn letters of credit issued under the LC Facility, and (iii) reduce the commitment fee payable with respect to the undrawn portion of the commitments under the LC Facility. Drawings under any letter of credit issued under the LC Facility that we have not reimbursed within three business days after notice thereof will accrue interest at a base rate plus a margin equal to 0.50% per annum. An unused commitment fee is payable at an initial rate of 0.25% per annum with a step up to 0.375% per annum should our secured-debt-to-EBITDA ratio equal or exceed 3.00 to 1.00 at the end of any fiscal quarter. A fee on the aggregate outstanding amount of issued but undrawn letters of credit will accrue at a rate of 1.50% per annum. An issuance fee equal to 0.125% per annum of the aggregate face amount of each outstanding letter of credit is payable to the account of the issuer of the related letter of credit. At September 30, 2017 , we had approximately $105 million of standby letters of credit outstanding under the LC Facility. |
GUARANTEES
GUARANTEES | 9 Months Ended |
Sep. 30, 2017 | |
Guarantees [Abstract] | |
GUARANTEES | GUARANTEES At September 30, 2017 , the maximum potential amount of future payments under our income guarantees to certain physicians who agree to relocate and revenue collection guarantees to hospital-based physician groups providing certain services at our hospitals was $172 million . We had a total liability of $139 million recorded for these guarantees included in other current liabilities at September 30, 2017 . At September 30, 2017 , we also had issued guarantees of the indebtedness and other obligations of our investees to third parties, the maximum potential amount of future payments under which was approximately $23 million . Of the total, $17 million relates to the obligations of consolidated subsidiaries, which obligations are recorded in the accompanying Condensed Consolidated Balance Sheet at September 30, 2017 . |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 9 Months Ended |
Sep. 30, 2017 | |
Defined Benefit Plan [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS In recent years, we have granted both options and restricted stock units to certain of our employees. 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. Typically, options and time-based restricted stock units vest one-third on each of the first three anniversary dates of the grant; however, certain special retention awards may have longer vesting periods. In addition, we grant performance-based restricted stock units and performance-based options that vest subject to the achievement of specified performance goals within a specified time frame. At September 30, 2017 , assuming outstanding performance-based restricted stock units and options for which performance has not yet been determined will achieve target performance, approximately 5.6 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 (approximately 4.6 million shares remain available if we assume maximum performance for outstanding performance-based restricted stock units and options for which performance has not yet been determined). Our Condensed Consolidated Statements of Operations for the nine months ended September 30, 2017 and 2016 include $44 million and $46 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 nine months ended September 30, 2017 : Options Weighted Average Aggregate Weighted Average (In Millions) Outstanding at December 31, 2016 1,435,921 $ 22.87 Granted 1,396,307 18.24 Exercised (16,525 ) 4.56 Forfeited/Expired (187,458 ) 26.07 Outstanding at September 30, 2017 2,628,245 $ 20.30 $ 2 5.1 years Vested and expected to vest at September 30, 2017 2,628,245 $ 20.30 $ 2 5.1 years Exercisable at September 30, 2017 1,231,938 $ 22.63 $ 2 1.7 years There were 16,525 and 110,715 stock options exercised during the nine months ended September 30, 2017 and 2016 , respectively, with aggregate intrinsic values of less than $1 million and approximately $1 million , respectively. At September 30, 2017 , there were $9 million of total unrecognized compensation costs related to stock options. These costs are expected to be recognized over a weighted average period of 2.1 years. In the three months ended March 31, 2017, we granted an aggregate of 987,781 stock options under our 2008 Stock Incentive Plan to certain of our senior officers. The stock options will all vest on the third anniversary of the grant date, subject to achieving a closing stock price of at least $23.74 (a 25% premium above the March 1, 2017 grant-date closing stock price of $18.99 ) for at least 20 consecutive trading days within three years of the grant date, and will expire on the tenth anniversary of the grant date. In the nine months ended September 30, 2016 , there were no stock options granted. The weighted average estimated fair value of stock options we granted in the three months ended March 31, 2017 was $8.52 per share. The fair values were calculated based on the grant date, using a Monte Carlo simulation with the following assumptions: Three Months Ended March 31, 2017 Expected volatility 49% Expected dividend yield 0% Expected life 6.2 years Expected forfeiture rate 0% Risk-free interest rate 2.15% The expected volatility used in the Monte Carlo simulation incorporates historical and implied share-price volatility and is 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 on two dates (April 8, 2011 and April 11, 2011) with unusual volatility due to an unsolicited acquisition proposal. The expected life of options granted is derived from Tenet’s historical stock option exercise behavior, adjusted for the exercisable period (i.e., from the third anniversary through the tenth anniversary of the grant date). 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 time frames. On September 29, 2017, we granted our executive chairman 408,526 performance-based stock options with a grant date fair value of $5.63 . The options vest on the first anniversary of the grant date and become exercisable only if the average closing price per share of the Company’s common stock, calculated over any period of 30 sequential trading days during the four -year period following the grant date, equals or exceeds $20.53 . The following table summarizes information about our outstanding stock options at September 30, 2017 : Options Outstanding Options Exercisable Range of Exercise Prices Number of Weighted Average Weighted Average Number of Weighted Average $0.00 to $4.569 154,361 1.4 years $ 4.56 154,361 $ 4.56 $4.57 to $19.759 1,396,607 8.1 years 18.24 300 14.52 $19.76 to $32.569 822,890 2.1 years 20.87 822,890 20.87 $32.57 to $42.529 254,387 0.4 years 39.31 254,387 39.31 2,628,245 5.1 years $ 20.30 1,231,938 $ 22.63 Restricted Stock Units The following table summarizes restricted stock unit activity during the nine months ended September 30, 2017 : Restricted Stock Weighted Average Grant Unvested at December 31, 2016 3,174,533 $ 38.75 Granted 643,329 18.65 Vested (1,302,503 ) 35.99 Forfeited (93,618 ) 37.62 Unvested at September 30, 2017 2,421,741 $ 35.16 In the nine months ended September 30, 2017 , we granted 643,329 restricted stock units, of which 630,426 will vest and be settled ratably over a three -year period from the grant date. The vesting of the remaining 12,903 restricted stock units is contingent on our achievement of specified performance goals for the years 2017 to 2019. Provided the goals are achieved, the performance-based restricted stock units will vest and settle on the third anniversary of the grant date. The actual number of performance-based restricted stock units that could vest will range from 0% to 200% of the 12,903 units granted, depending on our level of achievement with respect to the performance goals. At September 30, 2017 , there were $44 million of total unrecognized compensation costs related to restricted stock units. These costs are expected to be recognized over a weighted average period of 1.8 years. Employee Retirement Plans In both of the nine -month periods ended September 30, 2017 and 2016 , we recognized (i) service cost related to one of our frozen nonqualified defined benefit pension plans of approximately $1 million in salaries, wages and benefits expense, and (ii) other components of net periodic pension cost and net periodic postretirement benefit cost related to our frozen qualified and nonqualified defined benefit plans of approximately $20 million in other non-operating income (expense), net, in the accompanying Condensed Consolidated Statements of Operations. |
EQUITY
EQUITY | 9 Months Ended |
Sep. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
EQUITY | EQUITY Changes in Shareholders’ Equity The following table shows the changes in consolidated equity during the nine months ended September 30, 2017 and 2016 (dollars in millions, share amounts in thousands): Tenet Healthcare Corporation Shareholders’ Equity Common Stock Additional Accumulated Accumulated Treasury Noncontrolling Total Equity Shares Issued Par Balances at December 31, 2016 99,686 $ 7 $ 4,827 $ (258 ) $ (1,742 ) $ (2,417 ) $ 665 $ 1,082 Net income (loss) — — — — (475 ) — 99 (376 ) Distributions paid to noncontrolling interests — — — — — — (93 ) (93 ) Other comprehensive income — — — 20 — — — 20 Accretion of redeemable noncontrolling interests — — (32 ) — — — — (32 ) Purchases (sales) of businesses and noncontrolling interests — — (4 ) — — — — (4 ) Cumulative effect of accounting change — — — — 56 — — 56 Stock-based compensation expense, tax benefit and issuance of common stock 1,145 — 44 — — (2 ) — 42 Balances at September 30, 2017 100,831 $ 7 $ 4,835 $ (238 ) $ (2,161 ) $ (2,419 ) $ 671 $ 695 Balances at December 31, 2015 98,495 $ 7 $ 4,815 $ (164 ) $ (1,550 ) $ (2,417 ) $ 267 $ 958 Net income (loss) — — — — (113 ) — 96 (17 ) Distributions paid to noncontrolling interests — — — — — — (82 ) (82 ) Other comprehensive loss — — — (36 ) — — — (36 ) Purchases (sales) of businesses and noncontrolling interests — — (43 ) — — — 119 76 Purchase accounting adjustments — — — — — — 237 237 Stock-based compensation expense and issuance of common stock 1,033 — 29 — — — — 29 Balances at September 30, 2016 99,528 $ 7 $ 4,801 $ (200 ) $ (1,663 ) $ (2,417 ) $ 637 $ 1,165 Our noncontrolling interests balances at September 30, 2017 and December 31, 2016 were comprised of $70 million and $89 million , respectively, from our Hospital Operations and other segment, and $601 million and $576 million , respectively, from our Ambulatory Care segment. Our net income attributable to noncontrolling interests for the nine months ended September 30, 2017 and 2016 in the table above were comprised of $9 million and $8 million , respectively, from our Hospital Operations and other segment, and $90 million and $88 million , respectively, from our Ambulatory Care segment. |
PROPERTY AND PROFESSIONAL AND G
PROPERTY AND PROFESSIONAL AND GENERAL LIABILITY INSURANCE | 9 Months Ended |
Sep. 30, 2017 | |
PROPERTY AND PROFESSIONAL AND GENERAL LIABILITY INSURANCE | |
PROPERTY AND PROFESSIONAL AND GENERAL LIABILITY INSURANCE | 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 policy period April 1, 2017 through March 31, 2018, we have coverage totaling $850 million per occurrence, after deductibles and exclusions, with annual aggregate sub-limits of $100 million for floods, $200 million for earthquakes and a per-occurrence sub-limit of $200 million for named windstorms with no annual aggregate. With respect to fires and other perils, excluding floods, earthquakes and named windstorms, the total $850 million limit of coverage per occurrence applies. Deductibles are 5% of insured values up to a maximum of $25 million for California earthquakes, floods and wind-related claims, and 2% of insured values for New Madrid fault earthquakes, with a maximum per claim deductible of $25 million . Floods and certain other covered losses, including fires and other perils, have a minimum deductible of $1 million . Professional and General Liability Reserves At September 30, 2017 and December 31, 2016 , the aggregate current and long-term professional and general liability reserves in our accompanying Condensed Consolidated Balance Sheets were approximately $827 million and $794 million , respectively. These reserves include the reserves recorded by our captive insurance subsidiaries and our self-insured retention reserves recorded based on modeled 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 2.16% at September 30, 2017 and 2.25% at December 31, 2016 . If the aggregate limit of any of our professional and general liability policies is exhausted, in whole or in part, it could deplete or reduce the 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 $225 million and $233 million for the nine months ended September 30, 2017 and 2016 , respectively. |
CLAIMS AND LAWSUITS
CLAIMS AND LAWSUITS | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
CLAIMS AND LAWSUITS | 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 are also subject to a non-prosecution agreement, as described in our Annual Report. If we fail to comply with this agreement, we could be subject to criminal prosecution, substantial penalties and exclusion from participation in federal healthcare programs, any of which could adversely impact our business, financial condition, results of operations or cash flows. 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. Securities Litigation In February 2017, the U.S. District Court for the Northern District of Texas consolidated two previously disclosed lawsuits filed by purported shareholders of the Company’s common stock against the Company and several current and former executive officers into a single matter captioned In re Tenet Healthcare Corporation Securities Litigation . In April 2017, the four court-appointed lead plaintiffs filed a consolidated amended class action complaint asserting violations of the federal securities laws. The plaintiffs are seeking class certification on behalf of all persons who acquired the Company’s common stock between February 28, 2012 and August 1, 2016. The complaint alleges that false or misleading statements or omissions concerning the Company’s financial performance and compliance policies, specifically with respect to the previously disclosed civil qui tam litigation and parallel criminal investigation of the Company and certain of its subsidiaries (together, the “Clinica de la Mama matters”), caused the price of the Company’s common stock to be artificially inflated. In addition, the plaintiffs claim that the defendants violated GAAP by failing to disclose an estimate of the possible loss or a range of loss related to the Clinica de la Mama matters. The Company’s motion to dismiss the consolidated complaint on behalf of all defendants is pending with the court. The Company intends to continue to vigorously defend against the allegations in the purported shareholder class action. Shareholder Derivative Litigation In January 2017, the Dallas County District Court consolidated two previously disclosed shareholder derivative lawsuits filed by purported shareholders of the Company’s common stock on behalf of the Company against current and former officers and directors into a single matter captioned In re Tenet Healthcare Corporation Shareholder Derivative Litigation . The plaintiffs filed a consolidated shareholder derivative petition in February 2017. A separate shareholder derivative lawsuit, captioned Horwitz, derivatively on behalf of Tenet Healthcare Corporation , was filed in January 2017 in the U.S. District Court for the Northern District of Texas. The consolidated shareholder derivative petition and the Horowitz complaint generally track the allegations in the securities class action complaint described above and claim that the plaintiffs did not make demand on the Board of Directors to bring the lawsuits because such a demand would have been futile. Both shareholder derivative matters were stayed in the second quarter of 2017 pending the final resolution of the motion to dismiss in the consolidated securities litigation. The Company intends to vigorously defend against the allegations in the purported shareholder derivative lawsuits. 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 was stayed from 2008 through mid-2015. At this time, we are awaiting the court’s ruling on class certification and will continue to vigorously defend ourselves against the plaintiffs’ allegations. It remains impossible at this time to predict the outcome of these proceedings 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, 2017 and 2016 : Balances at Beginning of Period Litigation and Investigation Costs Cash Payments Balances at End of Period Nine Months Ended September 30, 2017 Continuing operations $ 12 $ 12 $ (14 ) $ 10 Discontinued operations — — — — $ 12 $ 12 $ (14 ) $ 10 Nine Months Ended September 30, 2016 Continuing operations $ 299 $ 291 $ (59 ) $ 531 Discontinued operations — — — — $ 299 $ 291 $ (59 ) $ 531 For the nine months ended September 30, 2017 and 2016 , we recorded costs of $12 million and $291 million , respectively, in continuing operations in connection with significant legal proceedings and governmental investigations. |
REDEEMABLE NONCONTROLLING INTER
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES | 9 Months Ended |
Sep. 30, 2017 | |
Noncontrolling Interest [Abstract] | |
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES | REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES As previously disclosed, as part of the formation of our USPI joint venture in 2015, we entered into a put/call agreement (the “Put/Call Agreement”) with respect to the equity interests in the joint venture held by our joint venture partners. In January 2016, Welsh, Carson, Anderson & Stowe (“Welsh Carson”), on behalf of our joint venture partners, delivered a put notice for the minimum number of shares they were required to put to us in 2016 according to the Put/Call Agreement. In April 2016, we paid approximately $127 million to purchase those shares, which increased our ownership interest in the USPI joint venture to approximately 56.3% . On May 1, 2017, we amended and restated the Put/Call Agreement to provide for, among other things, the acceleration of our acquisition of certain shares of our USPI joint venture. Under the terms of the amendment, we agreed to pay Welsh Carson, on or before July 3, 2017, approximately $711 million to buy 23.7% of our USPI joint venture, which amount will be subject to adjustment for actual 2017 financial results in accordance with the terms of the Put/Call Agreement. On July 3, 2017, we paid approximately $716 million for the purchase of these shares, which increased our ownership interest in the USPI joint venture to 80.0% , as well as the final adjustment to the 2016 purchase price. The amended and restated Put/Call Agreement also provides that the remaining 15% ownership interest in our USPI joint venture held by our Welsh Carson joint venture partners will be subject to put and call options in equal shares in each of 2018 and 2019. In the event our Welsh Carson joint venture partners do not exercise these put options, we will have the option, but not the obligation, to buy 7.5% of our USPI joint venture from them in 2018 and another 7.5% in 2019. In connection with such puts or calls, we will have the ability to choose whether to settle the purchase price in cash or shares of our common stock. The following table shows the changes in redeemable noncontrolling interests in equity of consolidated subsidiaries during the nine months ended September 30, 2017 and 2016 : Nine Months Ended 2017 2016 Balances at beginning of period $ 2,393 $ 2,266 Net income 155 170 Distributions paid to noncontrolling interests (85 ) (69 ) Purchase accounting adjustments — (47 ) Accretion of redeemable noncontrolling interests 32 — Purchases and sales of businesses and noncontrolling interests, net (679 ) (13 ) Balances at end of period $ 1,816 $ 2,307 The following tables show the composition by segment of our redeemable noncontrolling interests balances at September 30, 2017 and December 31, 2016 , as well as our net income attributable to redeemable noncontrolling interests for the nine months ended September 30, 2017 and 2016 : September 30, 2017 December 31, 2016 Hospital Operations and other $ 529 $ 520 Ambulatory Care 1,090 1,715 Conifer 197 158 Redeemable noncontrolling interests $ 1,816 $ 2,393 Nine Months Ended 2017 2016 Hospital Operations and other $ 14 $ 16 Ambulatory Care 103 116 Conifer 38 38 Net income attributable to redeemable noncontrolling interests $ 155 $ 170 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES During the three months ended September 30, 2017 , we recorded an income tax benefit of $60 million in continuing operations on pre-tax loss of $348 million compared to income tax expense of $10 million on pre-tax income of $89 million during the three months ended September 30, 2016 . During the nine months ended September 30, 2017 , we recorded an income tax benefit of $105 million in continuing operations on pre-tax loss of $325 million compared to income tax expense of $61 million on pre-tax income of $219 million during the nine months ended September 30, 2016 . Our provision for income taxes during interim reporting periods has historically been calculated by applying an estimate of the annual effective tax rate for the full year to “ordinary” income or loss (pre-tax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period. However, we utilized the discrete effective tax rate method to calculate the interim period tax provision for the three and nine month periods ended September 30, 2017. We determined that, because minor fluctuations in estimated “ordinary” income would result in significant changes in the estimated annual effective tax rate, the historical method would not provide a reliable estimate for the three and nine month periods ended September 30, 2017. Due to Aspen being classified as held for sale, we have reversed our indefinite reinvestment assertion with respect to this investment outside the United States as of September 30, 2017, which resulted in an income tax benefit of $30 million in the three months ended September 30, 2017. The reconciliation between the amount of recorded income tax expense (benefit) and the amount calculated at the statutory federal tax rate is shown in the following table: Three Months Ended Nine Months Ended 2017 2016 2017 2016 Tax expense (benefit) at statutory federal rate of 35% $ (122 ) $ 31 $ (114 ) $ 77 State income taxes, net of federal income tax benefit 8 3 13 10 Tax benefit attributable to noncontrolling interests (25 ) (28 ) (79 ) (75 ) Nondeductible goodwill 104 — 104 29 Nontaxable gains — (1 ) — (18 ) Nondeductible litigation — 4 — 37 Change in tax contingency reserves, including interest (1 ) (1 ) (3 ) (4 ) Stock-based compensation — — 9 — Change in indefinite reinvestment assertion (30 ) — (30 ) — Change in valuation allowance (5 ) — (5 ) — Other items 11 2 — 5 $ (60 ) $ 10 $ (105 ) $ 61 During the nine months ended September 30, 2017 , we increased our estimated liabilities for uncertain tax positions by $33 million , net of related deferred tax assets. The total amount of unrecognized tax benefits at September 30, 2017 was $68 million , of which $65 million , if recognized, would impact our effective tax rate and income tax expense (benefit) from continuing operations. Our practice is to recognize interest and penalties related to income tax matters in income tax expense in our consolidated statements of operations. Total accrued interest and penalties on unrecognized tax benefits at September 30, 2017 were $4 million , all of which related to continuing operations. At September 30, 2017 , approximately $2 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. |
LOSS PER COMMON SHARE
LOSS PER COMMON SHARE | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
LOSS PER COMMON SHARE | LOSS PER COMMON SHARE The following table is a reconciliation of the numerators and denominators of our basic and diluted loss per common share calculations for our continuing operations for three and nine months ended September 30, 2017 and 2016 . Loss attributable to our common shareholders is expressed in millions and weighted average shares are expressed in thousands. Loss Attributable Weighted Per-Share Three Months Ended September 30, 2017 Net loss attributable to Tenet Healthcare Corporation common shareholders $ (366 ) 100,812 $ (3.63 ) Effect of dilutive stock options, restricted stock units and deferred compensation units — — — Net loss attributable to Tenet Healthcare Corporation common shareholders for diluted loss per share $ (366 ) 100,812 $ (3.63 ) Three Months Ended September 30, 2016 Net loss attributable to Tenet Healthcare Corporation common shareholders $ (9 ) 99,523 $ (0.09 ) Effect of dilutive stock options, restricted stock units and deferred compensation units — — — Net loss attributable to Tenet Healthcare Corporation common shareholders for diluted loss per share $ (9 ) 99,523 $ (0.09 ) Nine Months Ended September 30, 2017 Net loss attributable to Tenet Healthcare Corporation common shareholders $ (474 ) 100,475 $ (4.72 ) Effect of dilutive stock options, restricted stock units and deferred compensation units — — — Net loss attributable to Tenet Healthcare Corporation common shareholders for diluted loss per share $ (474 ) 100,475 $ (4.72 ) Nine Months Ended September 30, 2016 Net loss attributable to Tenet Healthcare Corporation common shareholders $ (108 ) 99,210 $ (1.09 ) Effect of dilutive stock options, restricted stock units and deferred compensation units — — — Net loss attributable to Tenet Healthcare Corporation common shareholders for diluted loss per share $ (108 ) 99,210 $ (1.09 ) All potentially dilutive securities were excluded from the calculation of diluted loss per share for the three and nine months ended September 30, 2017 and 2016 because we did not report income from continuing operations available to common shareholders in those periods. In circumstances where we do not have income from continuing operations available to common shareholders, the effect of stock options and other potentially dilutive securities is anti-dilutive, that is, a loss from continuing operations attributable to common shareholders has the effect of making the diluted loss per share less than the basic loss per share. Had we generated income from continuing operations available to common shareholders in the three and nine months ended September 30, 2017 and 2016 , the effect (in thousands) of employee stock options, restricted stock units and deferred compensation units on the diluted shares calculation would have been an increase in shares of 711 and 1,455 for the three months ended September 30, 2017 and 2016 , respectively, and 747 and 1,470 for the nine months ended September 30, 2017 and 2016 , respectively. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 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. The following tables present information about our assets and liabilities that are measured at fair value on a recurring basis. 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. Investments September 30, 2017 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Marketable debt securities — noncurrent $ 54 $ 40 $ 14 $ — $ 54 $ 40 $ 14 $ — Investments December 31, 2016 Quoted Prices Significant Other Significant Marketable debt securities — noncurrent $ 49 $ 23 $ 26 $ — $ 49 $ 23 $ 26 $ — Our non-financial assets and liabilities not permitted or required to be measured at fair value on a recurring basis typically relate to long-lived assets held and used, long-lived assets held for sale and goodwill. We are required to provide additional disclosures about fair value measurements as part of our financial statements for each major category of assets and liabilities measured at fair value on a non-recurring basis. The following table presents this information and indicates 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, which generally are not applicable to non-financial assets and liabilities. Fair values determined by Level 2 inputs utilize data points that are observable, such as definitive sales agreements, appraisals or established market values of comparable assets. 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, such as internal estimates of future cash flows. September 30, 2017 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Long-lived assets held for sale $ 399 $ — $ 399 $ — Other than temporarily impaired equity method investments 112 — 112 — $ 511 $ — $ 511 $ — December 31, 2016 Quoted Prices Significant Other Significant Long-lived assets held and used $ 163 $ — $ 163 $ — Other than temporarily impaired equity method investments 27 — 27 — $ 190 $ — $ 190 $ — As described in Note 4, in the nine months ended September 30, 2017 , we recorded $294 million of impairment charges to write-down assets held for sale to their estimated fair value, less estimated costs to sell, for our Aspen and Philadelphia-area facilities , and a $29 million impairment charge related to certain of our equity method investments. The fair value of our long-term debt (except for borrowings under the Credit Agreement) is based on quoted market prices (Level 1). The inputs used to establish the fair value of the borrowings outstanding under the Credit Agreement are considered to be Level 2 inputs, which include inputs other than quoted prices included in Level 1 that are observable, either directly or indirectly. At September 30, 2017 and December 31, 2016 , the estimated fair value of our long-term debt was approximately 100.6% and 93.9% , respectively, of the carrying value of the debt. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS Preliminary purchase price allocations (representing the fair value of the consideration conveyed) for all acquisitions made during the nine months ended September 30, 2017 and 2016 are as follows: Nine Months Ended 2017 2016 Current assets $ 4 $ 42 Property and equipment 5 33 Other intangible assets 5 7 Goodwill 65 316 Other long-term assets 1 6 Current liabilities (4 ) (25 ) Long-term liabilities (1 ) (14 ) Redeemable noncontrolling interests (18 ) (114 ) Noncontrolling interests (13 ) (122 ) Cash paid, net of cash acquired (41 ) (96 ) Gains on consolidations $ 3 $ 33 The goodwill generated from these transactions, the majority of which will be deductible for income tax purposes, can be attributed to the benefits that we expect to realize from operating efficiencies and growth strategies. The goodwill total of $65 million from acquisitions completed during the nine months ended September 30, 2017 was recorded in our Ambulatory Care segment. Approximately $5 million in transaction costs related to prospective and closed acquisitions were expensed during both of the nine month periods ended September 30, 2017 and 2016 , and are included in impairment and restructuring charges, and acquisition-related costs in the accompanying Condensed Consolidated Statement of Operations. We are required to allocate the purchase prices of 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, other intangible assets and noncontrolling interests for some of our 2016 acquisitions; therefore, those purchase price allocations are subject to adjustment once the valuations are completed. During the nine months ended September 30, 2017 and 2016 , we recognized gains totaling $3 million and $33 million , respectively, associated with stepping up our ownership interests in previously held equity investments, which we began consolidating after we acquired controlling interests. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION Our business consists of our Hospital Operations and other segment, our Ambulatory Care segment and our Conifer segment. The factors for determining the reportable segments include the manner in which management evaluates operating performance combined with the nature of the individual business activities. Our Hospital Operations and other segment is comprised of our acute care hospitals, ancillary outpatient facilities, urgent care centers, microhospitals and physician practices . We also own various related healthcare businesses. Our Ambulatory Care segment is comprised of the operations of our USPI joint venture and our nine Aspen facilities in the United Kingdom. At September 30, 2017 , our USPI joint venture had interests in 244 ambulatory surgery centers , 34 urgent care centers , 22 imaging centers and 20 surgical hospitals in 27 states . At September 30, 2017 , we owned 80.0% of our USPI joint venture. Our Conifer segment provides healthcare business process services in the areas of hospital and physician revenue cycle management and value-based care solutions to healthcare systems, as well as individual hospitals, physician practices, self-insured organizations, health plans and other entities . At September 30, 2017 , Conifer provided services to more than 800 Tenet and non-Tenet hospitals and other clients nationwide. In 2012, we entered into agreements documenting the terms and conditions of various services Conifer provides to Tenet hospitals, as well as certain administrative services our Hospital Operations and other segment provides to Conifer. The pricing terms for the services provided by each party to the other under these contracts were based on estimated third-party pricing terms in effect at the time the agreements were signed. At September 30, 2017 , we owned 76.2% of Conifer Health Solutions, LLC, which is the principal subsidiary of Conifer Holdings, Inc. The following tables include amounts for each of our reportable segments and the reconciling items necessary to agree to amounts reported in the accompanying Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Operations: September 30, 2017 December 31, 2016 Assets: Hospital Operations and other $ 16,249 $ 17,871 Ambulatory Care 5,847 5,722 Conifer 1,112 1,108 Total $ 23,208 $ 24,701 Three Months Ended Nine Months Ended 2017 2016 2017 2016 Capital expenditures: Hospital Operations and other $ 122 $ 182 $ 441 $ 557 Ambulatory Care 16 14 37 42 Conifer 6 5 14 15 Total $ 144 $ 201 $ 492 $ 614 Net operating revenues: Hospital Operations and other total prior to inter-segment eliminations (1) $ 3,866 $ 4,162 $ 12,066 $ 12,761 Ambulatory Care 468 448 1,395 1,319 Conifer Tenet 149 159 463 488 Other customers 252 239 740 681 Total Conifer 401 398 1,203 1,169 Inter-segment eliminations (149 ) (159 ) (463 ) (488 ) Total $ 4,586 $ 4,849 $ 14,201 $ 14,761 Equity in earnings of unconsolidated affiliates: Hospital Operations and other $ 4 $ 3 $ 4 $ 6 Ambulatory Care 34 28 91 79 Total $ 38 $ 31 $ 95 $ 85 Adjusted EBITDA: Hospital Operations and other (2) $ 269 $ 346 $ 924 $ 1,191 Ambulatory Care 159 157 476 432 Conifer 79 79 204 205 Total $ 507 $ 582 $ 1,604 $ 1,828 Depreciation and amortization: Hospital Operations and other $ 185 $ 170 $ 560 $ 525 Ambulatory Care 22 22 66 69 Conifer 12 13 36 38 Total $ 219 $ 205 $ 662 $ 632 Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Adjusted EBITDA $ 507 $ 582 $ 1,604 $ 1,828 Loss from divested and closed businesses (6 ) (6 ) (41 ) (8 ) Depreciation and amortization (219 ) (205 ) (662 ) (632 ) Impairment and restructuring charges, and acquisition-related costs (329 ) (31 ) (403 ) (81 ) Litigation and investigation costs (6 ) (4 ) (12 ) (291 ) Interest expense (257 ) (243 ) (775 ) (730 ) Loss from early extinguishment of debt (138 ) — (164 ) — Other non-operating expense, net (4 ) (7 ) (14 ) (18 ) Gains on sales, consolidation and deconsolidation of facilities 104 3 142 151 Net income (loss) from continuing operations $ (348 ) $ 89 $ (325 ) $ 219 (1) Hospital Operations and other revenues includes health plan revenues of $10 million and $100 million for the three and nine months ended September 30, 2017 , respectively, and $122 million and $385 million for the three and nine months ended September 30, 2016 , respectively. (2) Hospital Operations and other Adjusted EBITDA excludes health plan EBITDA of $(6) million and $(41) million for the three and nine months ended September 30, 2017 , respectively, and $(6) million and $(8) million for the three and nine months ended September 30, 2016 , respectively. |
RECENT ACCOUNTING STANDARDS
RECENT ACCOUNTING STANDARDS | 9 Months Ended |
Sep. 30, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
RECENT ACCOUNTING STANDARDS | RECENT ACCOUNTING STANDARDS In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). In August 2015, the FASB amended the guidance to defer the effective date of this standard by one year. ASU 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. The core principle of the guidance in ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We have substantially completed our evaluation of the requirements of the new standard to insure that we have processes, systems and internal controls in place to collect the necessary information to implement the standard, which will be effective for us beginning in 2018. It is our current intention to use a modified retrospective method of application to adopt ASU 2014-09. For our Hospital Operations and other and Ambulatory Care segments, we will use a portfolio approach to apply the new model to classes of payers with similar characteristics and will analyze cash collection trends over an appropriate collection look-back period of 18 to 36 months depending on the payer. Adoption of ASU 2014-09 will result in changes to our presentation for and disclosure of revenue related to uninsured or underinsured patients. Currently, a significant portion of our provision for doubtful accounts relates to self-pay patients, as well as co-pays and deductibles owed to us by patients with insurance, in our Hospital Operations and other segment. Under ASU 2014-09, the estimated uncollectable amounts due from these patients will generally be considered a direct reduction to net operating revenues and, correspondingly, will result in a material reduction in the amounts presented separately as provision for doubtful accounts. We have also substantially completed our process of assessing the impact of the new standard on various reimbursement programs that represent variable consideration. These include supplemental state Medicaid programs, disproportionate share payments and settlements with third party payers. The payment mechanisms for these types of programs often vary by state. During July 2017, industry guidance surrounding these programs was issued by the American Institute of Certified Public Accountants’ Financial Reporting Executive Committee. Our implementation team reviewed the guidance and concluded it was substantially consistent with our existing accounting processes. For our Conifer segment, we expect the adoption of ASU 2014-09 will result in changes to our presentation and disclosure of customer contract assets and liabilities and variable consideration. While the adoption of ASU 2014-09 will have a material effect on the presentation of net operating revenues in our consolidated statements of operations and on certain of our disclosures, we do not expect it to materially impact our financial position, results of operations or cash flows. We believe that the cumulative effect of the change in accounting principle effective January 1, 2018, if any, will be immaterial. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), which affects any entity that enters into a lease (as that term is defined in ASU 2016-02), with some specified scope exceptions. The main difference between the guidance in ASU 2016-02 and current GAAP is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under current GAAP. Recognition of these assets and liabilities will have a material impact to our consolidated balance sheets upon adoption. Under ASU 2016-02, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach, which includes a number of optional practical expedients. We are currently evaluating the potential impact of this guidance, which will be effective for us beginning in 2019, including performing an assessment of the quantity of and contractual provisions in various leasing arrangements to guide our implementation plan related to processes, systems and internal controls and the conclusion on the use of the optional practical expedients. In January 2017, the FASB issued ASU 2017-04, “Intangibles—Goodwill and Other (Topic 350)” (“ASU 2017-04”), which affects public business and other entities that have goodwill reported in their financial statements and have not elected the private company alternative for the subsequent measurement of goodwill. The amendments in ASU 2017-04 modify the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. An entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Because these amendments eliminate Step 2 from the goodwill impairment test, they should reduce the cost and complexity of evaluating goodwill for impairment. It is our intention to early adopt ASU 2017-04 for our annual goodwill impairment tests for the year ending December 31, 2017 . As of September 30, 2017 , we do not expect the adoption of this guidance to materially impact our financial position, results of operations or cash flows. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | Description of Business and Basis of Presentation Tenet Healthcare Corporation (together with our subsidiaries, referred to herein as “Tenet,” “we” or “us”) is a diversified healthcare services company. At September 30, 2017 , we operated 77 hospitals, 20 surgical hospitals and over 460 outpatient centers in the United States, as well as nine facilities in the United Kingdom, through our subsidiaries, partnerships and joint ventures, including USPI Holding Company, Inc. (“USPI joint venture”). Our Conifer Holdings, Inc. (“Conifer”) subsidiary provides healthcare business process services in the areas of hospital and physician revenue cycle management and value-based care solutions to healthcare systems, as well as individual hospitals, physician practices, self-insured organizations, health plans and other entities . This quarterly report supplements our Annual Report on Form 10-K for the year ended December 31, 2016 (“Annual Report”). As permitted by the Securities and Exchange Commission 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). In addition to the impact of the new accounting standards discussed below, certain prior-year amounts have also been reclassified to conform to the current-year presentation, primarily related to the detail of other intangible assets in Note 1 and the line items presented in the changes in shareholders’ equity table in Note 8. Effective January 1, 2017, we adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2016-09, “Compensation—Stock Compensation (Topic 718) Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”), which affects all entities that issue share-based payment awards to their employees. The guidance in ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Upon adoption of ASU 2016-09, we recorded previously unrecognized excess tax benefits of approximately $56 million as a deferred tax asset and a cumulative effect adjustment to retained earnings as of January 1, 2017. Prospectively, all excess tax benefits and deficiencies will be recognized as income tax benefit or expense in our consolidated statement of operations when awards vest. Also effective January 1, 2017, we early adopted ASU 2017-07, “Compensation—Retirement Benefits (Topic 715) Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” (“ASU 2017-07”), which the FASB issued in March 2017. The amendments in ASU 2017-07 apply to all employers that offer to their employees defined benefit pension plans, other postretirement benefit plans, or other types of benefits accounted for under Topic 715 of the FASB Accounting Standards Codification. The guidance in ASU 2017-07 requires that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the statement of operations separately from the service cost component and outside a subtotal of income from operations. The line item or items used in the statement of operations to present the other components of net benefit cost must be disclosed. The amendments in ASU 2017-07 must be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic postretirement benefit cost in the statement of operations. As a result of the adoption of ASU 2017-07, we reclassified approximately $20 million of net benefit cost from salaries, wages and benefits expense to other non-operating income (expense), net, in the accompanying Condensed Consolidated Statement of Operations for both of the nine month periods ended September 30, 2017 and 2016 . Upon adoption of ASU 2017-07, we also reclassified approximately $8 million of net benefit cost from salaries, wages and benefits expense to other non-operating income (expense), net for the three months ended December 31, 2016 , and we reclassified approximately $21 million of net benefit cost from salaries, wages and benefits expense to other non-operating income (expense), net for the year ended December 31, 2015 . 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 and are of a normal recurring nature. In preparing our financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”), we are required to make 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 and nine month periods ended September 30, 2017 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 and other supplemental funding levels set by the states in which we operate; the timing of approval by the Centers for Medicare and Medicaid Services 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 and other weather-related occurrences; litigation and investigation costs; gains (losses) on sales, consolidation and deconsolidation of facilities; income tax rates and deferred tax asset valuation allowance activity; changes in estimates of accruals for annual incentive compensation; the timing 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, the results of operations at our hospitals and related healthcare facilities include, but are not limited to: the business environment, economic conditions and demographics of local communities in which we operate; 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 healthcare competitors; managed care contract negotiations or terminations; the number of patients with high-deductible health insurance plans; any unfavorable publicity about us, or our joint venture partners, that impacts our relationships with physicians and patients; changes in healthcare regulations and the participation of individual states in federal programs; and the timing of elective procedures. These considerations apply to year-to-year comparisons as well. |
Translation of Foreign Currencies | Translation of Foreign Currencies The accounts of European Surgical Partners Limited (“Aspen”) were measured in its local currency (the pound sterling) and then translated into U.S. dollars. All assets and liabilities were translated using the current rate of exchange at the balance sheet date. Results of operations were translated using the average rates prevailing throughout the period of operations. Translation gains or losses resulting from changes in exchange rates are accumulated in shareholders’ equity. |
Net Operating Revenues Before Provision for Doubtful Accounts | 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 and other uninsured discount and charity programs. |
Cash and Cash Equivalents | Cash and Cash Equivalents We treat highly liquid investments with original maturities of three months or less as cash equivalents. |
Investments in Unconsolidated Affiliates | Investments in Unconsolidated Affiliates We control 220 of the facilities within our Ambulatory Care segment and, therefore, consolidate their results. We account for many of the facilities our Ambulatory Care segment operates ( 109 of 329 at September 30, 2017 ) and four of the hospitals our Hospital Operations and other segment operates, as well as 11 additional facilities in which our Hospital Operations and other segment holds ownership interests, under the equity method as investments in unconsolidated affiliates and report only our share of net income attributable to the investee as equity in earnings of unconsolidated affiliates in the accompanying Condensed Consolidated Statements of Operations. |
Recent Accounting Standards | RECENT ACCOUNTING STANDARDS In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). In August 2015, the FASB amended the guidance to defer the effective date of this standard by one year. ASU 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. The core principle of the guidance in ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We have substantially completed our evaluation of the requirements of the new standard to insure that we have processes, systems and internal controls in place to collect the necessary information to implement the standard, which will be effective for us beginning in 2018. It is our current intention to use a modified retrospective method of application to adopt ASU 2014-09. For our Hospital Operations and other and Ambulatory Care segments, we will use a portfolio approach to apply the new model to classes of payers with similar characteristics and will analyze cash collection trends over an appropriate collection look-back period of 18 to 36 months depending on the payer. Adoption of ASU 2014-09 will result in changes to our presentation for and disclosure of revenue related to uninsured or underinsured patients. Currently, a significant portion of our provision for doubtful accounts relates to self-pay patients, as well as co-pays and deductibles owed to us by patients with insurance, in our Hospital Operations and other segment. Under ASU 2014-09, the estimated uncollectable amounts due from these patients will generally be considered a direct reduction to net operating revenues and, correspondingly, will result in a material reduction in the amounts presented separately as provision for doubtful accounts. We have also substantially completed our process of assessing the impact of the new standard on various reimbursement programs that represent variable consideration. These include supplemental state Medicaid programs, disproportionate share payments and settlements with third party payers. The payment mechanisms for these types of programs often vary by state. During July 2017, industry guidance surrounding these programs was issued by the American Institute of Certified Public Accountants’ Financial Reporting Executive Committee. Our implementation team reviewed the guidance and concluded it was substantially consistent with our existing accounting processes. For our Conifer segment, we expect the adoption of ASU 2014-09 will result in changes to our presentation and disclosure of customer contract assets and liabilities and variable consideration. While the adoption of ASU 2014-09 will have a material effect on the presentation of net operating revenues in our consolidated statements of operations and on certain of our disclosures, we do not expect it to materially impact our financial position, results of operations or cash flows. We believe that the cumulative effect of the change in accounting principle effective January 1, 2018, if any, will be immaterial. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), which affects any entity that enters into a lease (as that term is defined in ASU 2016-02), with some specified scope exceptions. The main difference between the guidance in ASU 2016-02 and current GAAP is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under current GAAP. Recognition of these assets and liabilities will have a material impact to our consolidated balance sheets upon adoption. Under ASU 2016-02, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach, which includes a number of optional practical expedients. We are currently evaluating the potential impact of this guidance, which will be effective for us beginning in 2019, including performing an assessment of the quantity of and contractual provisions in various leasing arrangements to guide our implementation plan related to processes, systems and internal controls and the conclusion on the use of the optional practical expedients. In January 2017, the FASB issued ASU 2017-04, “Intangibles—Goodwill and Other (Topic 350)” (“ASU 2017-04”), which affects public business and other entities that have goodwill reported in their financial statements and have not elected the private company alternative for the subsequent measurement of goodwill. The amendments in ASU 2017-04 modify the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. An entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Because these amendments eliminate Step 2 from the goodwill impairment test, they should reduce the cost and complexity of evaluating goodwill for impairment. It is our intention to early adopt ASU 2017-04 for our annual goodwill impairment tests for the year ending December 31, 2017 . As of September 30, 2017 , we do not expect the adoption of this guidance to materially impact our financial position, results of operations or cash flows. |
BASIS OF PRESENTATION (Tables)
BASIS OF PRESENTATION (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of sources of net operating revenues before provision for doubtful accounts | The table below shows the sources of net operating revenues before provision for doubtful accounts from continuing operations: Three Months Ended Nine Months Ended 2017 2016 2017 2016 Hospital Operations and other: Net patient revenues from acute care hospitals, related outpatient facilities and physician practices Medicare $ 809 $ 844 $ 2,563 $ 2,658 Medicaid 256 339 822 1,009 Managed care 2,524 2,729 7,867 8,031 Indemnity, self-pay and other 442 328 1,316 1,264 Net patient revenues (1) 4,031 4,240 12,568 12,962 Health plans 10 122 100 385 Revenue from other sources 171 158 480 482 Hospital Operations and other total prior to inter-segment eliminations 4,212 4,520 13,148 13,829 Ambulatory Care 477 457 1,422 1,346 Conifer 401 398 1,203 1,169 Inter-segment eliminations (149 ) (159 ) (463 ) (488 ) Net operating revenues before provision for doubtful accounts $ 4,941 $ 5,216 $ 15,310 $ 15,856 (1) Net patient revenues include revenues from physician practices of $171 million and $179 million for the three months ended September 30, 2017 and 2016 , respectively, and $551 million and $558 million for the nine months ended September 30, 2017 and 2016 , respectively. |
Schedule of other intangible assets | The following tables provide information regarding other intangible assets, which are included in the accompanying Condensed Consolidated Balance Sheets at September 30, 2017 and December 31, 2016 : Gross Accumulated Net Book At September 30, 2017: Capitalized software costs $ 1,537 $ (721 ) $ 816 Trade names 105 — 105 Contracts 855 (55 ) 800 Other 108 (65 ) 43 Total $ 2,605 $ (841 ) $ 1,764 Gross Accumulated Net Book At December 31, 2016: Capitalized software costs $ 1,572 $ (681 ) $ 891 Trade names 106 — 106 Contracts 845 (43 ) 802 Other 94 (48 ) 46 Total $ 2,617 $ (772 ) $ 1,845 |
Schedule of estimated future amortization of intangibles with finite useful lives | Estimated future amortization of intangibles with finite useful lives at September 30, 2017 is as follows: Three Months Years Ending Later December 31, Total 2017 2018 2019 2020 2021 Amortization of intangible assets $ 1,097 $ 47 $ 152 $ 135 $ 104 $ 92 $ 567 |
Schedule of equity method investments | Summarized financial information for the equity method investees within our Ambulatory Care segment and the four equity method investee hospitals operated by our Hospital Operations and other segment are included in the following table. For investments acquired during the reported periods, amounts reflect 100% of the investee’s results beginning on the date of our acquisition of the investment. Three Months Ended Nine Months Ended 2017 2016 2017 2016 Net operating revenues $ 635 $ 610 $ 1,819 $ 1,803 Net income $ 143 $ 129 $ 376 $ 364 Net income attributable to the investees $ 93 $ 83 $ 242 $ 241 |
ACCOUNTS RECEIVABLE AND ALLOW26
ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Accounts Receivable Additional Disclosures [Abstract] | |
Schedule of components of accounts receivable | The principal components of accounts receivable are shown in the table below: September 30, 2017 December 31, 2016 Continuing operations: Patient accounts receivable $ 3,371 $ 3,799 Allowance for doubtful accounts (934 ) (1,031 ) Estimated future recoveries 130 141 Net cost reports and settlements payable and valuation allowances (2 ) (14 ) 2,565 2,895 Discontinued operations 2 2 Accounts receivable, net $ 2,567 $ 2,897 |
Schedule of estimated costs for charity care and self-pay patients | The table below shows our estimated costs (based on selected operating expenses, which include salaries, wages and benefits, supplies and other operating expenses and which exclude the costs of our health plan businesses) of caring for our self-pay patients and charity care patients, and revenues attributable to Medicaid DSH and other supplemental revenues we recognized in three and nine months ended September 30, 2017 and 2016 : Three Months Ended Nine Months Ended 2017 2016 2017 2016 Estimated costs for: Self-pay patients $ 164 $ 158 $ 484 $ 453 Charity care patients 29 36 92 104 Total $ 193 $ 194 $ 576 $ 557 Medicaid DSH and other supplemental revenues $ 140 $ 249 $ 462 $ 691 |
ASSETS AND LIABILITIES HELD F27
ASSETS AND LIABILITIES HELD FOR SALE ASSETS AND LIABILITIES HELD FOR SALE (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Discontinued Operation, Additional Disclosures [Abstract] | |
Assets and liabilities classified as held for sale | Assets and liabilities classified as held for sale at September 30, 2017 were comprised of the following: Accounts receivable $ 178 Other current assets 100 Investments and other long-term assets 20 Property and equipment 456 Other intangible assets 8 Goodwill 80 Current liabilities (107 ) Long-term liabilities (300 ) Net assets held for sale $ 435 |
LONG-TERM DEBT AND LEASE OBLI28
LONG-TERM DEBT AND LEASE OBLIGATIONS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Long-term Debt and Capital Lease Obligations [Abstract] | |
Summary of long-term debt | The table below shows our long-term debt at September 30, 2017 and December 31, 2016 : September 30, 2017 December 31, 2016 Senior unsecured notes: 5.000% due 2019 $ — $ 1,100 5.500% due 2019 500 500 6.750% due 2020 300 300 8.000% due 2020 — 750 8.125% due 2022 2,800 2,800 6.750% due 2023 1,900 1,900 7.000% due 2025 500 — 6.875% due 2031 430 430 Senior secured notes: 6.250% due 2018 — 1,041 4.750% due 2020 500 500 6.000% due 2020 1,800 1,800 Floating % due 2020 — 900 4.500% due 2021 850 850 4.375% due 2021 1,050 1,050 7.500% due 2022 750 750 4.625% due 2024 1,870 — 5.125% due 2025 1,410 — Capital leases 377 735 Mortgage notes 85 84 Unamortized issue costs, note discounts and premiums (241 ) (235 ) Total long-term debt 14,881 15,255 Less current portion 140 191 Long-term debt, net of current portion $ 14,741 $ 15,064 |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Defined Benefit Plan [Abstract] | |
Summary of stock option activity | The following table summarizes stock option activity during the nine months ended September 30, 2017 : Options Weighted Average Aggregate Weighted Average (In Millions) Outstanding at December 31, 2016 1,435,921 $ 22.87 Granted 1,396,307 18.24 Exercised (16,525 ) 4.56 Forfeited/Expired (187,458 ) 26.07 Outstanding at September 30, 2017 2,628,245 $ 20.30 $ 2 5.1 years Vested and expected to vest at September 30, 2017 2,628,245 $ 20.30 $ 2 5.1 years Exercisable at September 30, 2017 1,231,938 $ 22.63 $ 2 1.7 years |
Schedule of assumptions used to determine fair value of stock options | The fair values were calculated based on the grant date, using a Monte Carlo simulation with the following assumptions: Three Months Ended March 31, 2017 Expected volatility 49% Expected dividend yield 0% Expected life 6.2 years Expected forfeiture rate 0% Risk-free interest rate 2.15% |
Summary of information about stock options by range of exercise prices | The following table summarizes information about our outstanding stock options at September 30, 2017 : Options Outstanding Options Exercisable Range of Exercise Prices Number of Weighted Average Weighted Average Number of Weighted Average $0.00 to $4.569 154,361 1.4 years $ 4.56 154,361 $ 4.56 $4.57 to $19.759 1,396,607 8.1 years 18.24 300 14.52 $19.76 to $32.569 822,890 2.1 years 20.87 822,890 20.87 $32.57 to $42.529 254,387 0.4 years 39.31 254,387 39.31 2,628,245 5.1 years $ 20.30 1,231,938 $ 22.63 |
Summary of restricted stock unit activity | The following table summarizes restricted stock unit activity during the nine months ended September 30, 2017 : Restricted Stock Weighted Average Grant Unvested at December 31, 2016 3,174,533 $ 38.75 Granted 643,329 18.65 Vested (1,302,503 ) 35.99 Forfeited (93,618 ) 37.62 Unvested at September 30, 2017 2,421,741 $ 35.16 |
EQUITY (Tables)
EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
Schedule of changes in consolidated equity | The following table shows the changes in consolidated equity during the nine months ended September 30, 2017 and 2016 (dollars in millions, share amounts in thousands): Tenet Healthcare Corporation Shareholders’ Equity Common Stock Additional Accumulated Accumulated Treasury Noncontrolling Total Equity Shares Issued Par Balances at December 31, 2016 99,686 $ 7 $ 4,827 $ (258 ) $ (1,742 ) $ (2,417 ) $ 665 $ 1,082 Net income (loss) — — — — (475 ) — 99 (376 ) Distributions paid to noncontrolling interests — — — — — — (93 ) (93 ) Other comprehensive income — — — 20 — — — 20 Accretion of redeemable noncontrolling interests — — (32 ) — — — — (32 ) Purchases (sales) of businesses and noncontrolling interests — — (4 ) — — — — (4 ) Cumulative effect of accounting change — — — — 56 — — 56 Stock-based compensation expense, tax benefit and issuance of common stock 1,145 — 44 — — (2 ) — 42 Balances at September 30, 2017 100,831 $ 7 $ 4,835 $ (238 ) $ (2,161 ) $ (2,419 ) $ 671 $ 695 Balances at December 31, 2015 98,495 $ 7 $ 4,815 $ (164 ) $ (1,550 ) $ (2,417 ) $ 267 $ 958 Net income (loss) — — — — (113 ) — 96 (17 ) Distributions paid to noncontrolling interests — — — — — — (82 ) (82 ) Other comprehensive loss — — — (36 ) — — — (36 ) Purchases (sales) of businesses and noncontrolling interests — — (43 ) — — — 119 76 Purchase accounting adjustments — — — — — — 237 237 Stock-based compensation expense and issuance of common stock 1,033 — 29 — — — — 29 Balances at September 30, 2016 99,528 $ 7 $ 4,801 $ (200 ) $ (1,663 ) $ (2,417 ) $ 637 $ 1,165 |
CLAIMS AND LAWSUITS (Tables)
CLAIMS AND LAWSUITS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Reconciliations of legal settlements and related costs | 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, 2017 and 2016 : Balances at Beginning of Period Litigation and Investigation Costs Cash Payments Balances at End of Period Nine Months Ended September 30, 2017 Continuing operations $ 12 $ 12 $ (14 ) $ 10 Discontinued operations — — — — $ 12 $ 12 $ (14 ) $ 10 Nine Months Ended September 30, 2016 Continuing operations $ 299 $ 291 $ (59 ) $ 531 Discontinued operations — — — — $ 299 $ 291 $ (59 ) $ 531 |
REDEEMABLE NONCONTROLLING INT32
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Noncontrolling Interest [Abstract] | |
Schedule of changes in redeemable noncontrolling interests in equity of consolidated subsidiaries | The following table shows the changes in redeemable noncontrolling interests in equity of consolidated subsidiaries during the nine months ended September 30, 2017 and 2016 : Nine Months Ended 2017 2016 Balances at beginning of period $ 2,393 $ 2,266 Net income 155 170 Distributions paid to noncontrolling interests (85 ) (69 ) Purchase accounting adjustments — (47 ) Accretion of redeemable noncontrolling interests 32 — Purchases and sales of businesses and noncontrolling interests, net (679 ) (13 ) Balances at end of period $ 1,816 $ 2,307 The following tables show the composition by segment of our redeemable noncontrolling interests balances at September 30, 2017 and December 31, 2016 , as well as our net income attributable to redeemable noncontrolling interests for the nine months ended September 30, 2017 and 2016 : September 30, 2017 December 31, 2016 Hospital Operations and other $ 529 $ 520 Ambulatory Care 1,090 1,715 Conifer 197 158 Redeemable noncontrolling interests $ 1,816 $ 2,393 Nine Months Ended 2017 2016 Hospital Operations and other $ 14 $ 16 Ambulatory Care 103 116 Conifer 38 38 Net income attributable to redeemable noncontrolling interests $ 155 $ 170 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of reconciliation between reported income tax expense (benefit) and income taxes calculated by the statutory federal income tax rate | Three Months Ended Nine Months Ended 2017 2016 2017 2016 Tax expense (benefit) at statutory federal rate of 35% $ (122 ) $ 31 $ (114 ) $ 77 State income taxes, net of federal income tax benefit 8 3 13 10 Tax benefit attributable to noncontrolling interests (25 ) (28 ) (79 ) (75 ) Nondeductible goodwill 104 — 104 29 Nontaxable gains — (1 ) — (18 ) Nondeductible litigation — 4 — 37 Change in tax contingency reserves, including interest (1 ) (1 ) (3 ) (4 ) Stock-based compensation — — 9 — Change in indefinite reinvestment assertion (30 ) — (30 ) — Change in valuation allowance (5 ) — (5 ) — Other items 11 2 — 5 $ (60 ) $ 10 $ (105 ) $ 61 |
LOSS PER COMMON SHARE (Tables)
LOSS PER COMMON SHARE (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of reconciliation of numerators and denominators of our basic and diluted loss per common share | The following table is a reconciliation of the numerators and denominators of our basic and diluted loss per common share calculations for our continuing operations for three and nine months ended September 30, 2017 and 2016 . Loss attributable to our common shareholders is expressed in millions and weighted average shares are expressed in thousands. Loss Attributable Weighted Per-Share Three Months Ended September 30, 2017 Net loss attributable to Tenet Healthcare Corporation common shareholders $ (366 ) 100,812 $ (3.63 ) Effect of dilutive stock options, restricted stock units and deferred compensation units — — — Net loss attributable to Tenet Healthcare Corporation common shareholders for diluted loss per share $ (366 ) 100,812 $ (3.63 ) Three Months Ended September 30, 2016 Net loss attributable to Tenet Healthcare Corporation common shareholders $ (9 ) 99,523 $ (0.09 ) Effect of dilutive stock options, restricted stock units and deferred compensation units — — — Net loss attributable to Tenet Healthcare Corporation common shareholders for diluted loss per share $ (9 ) 99,523 $ (0.09 ) Nine Months Ended September 30, 2017 Net loss attributable to Tenet Healthcare Corporation common shareholders $ (474 ) 100,475 $ (4.72 ) Effect of dilutive stock options, restricted stock units and deferred compensation units — — — Net loss attributable to Tenet Healthcare Corporation common shareholders for diluted loss per share $ (474 ) 100,475 $ (4.72 ) Nine Months Ended September 30, 2016 Net loss attributable to Tenet Healthcare Corporation common shareholders $ (108 ) 99,210 $ (1.09 ) Effect of dilutive stock options, restricted stock units and deferred compensation units — — — Net loss attributable to Tenet Healthcare Corporation common shareholders for diluted loss per share $ (108 ) 99,210 $ (1.09 ) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities measured at fair value on a recurring basis | The following tables present information about our assets and liabilities that are measured at fair value on a recurring basis. 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. Investments September 30, 2017 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Marketable debt securities — noncurrent $ 54 $ 40 $ 14 $ — $ 54 $ 40 $ 14 $ — Investments December 31, 2016 Quoted Prices Significant Other Significant Marketable debt securities — noncurrent $ 49 $ 23 $ 26 $ — $ 49 $ 23 $ 26 $ — Our non-financial assets and liabilities not permitted or required to be measured at fair value on a recurring basis typically relate to long-lived assets held and used, long-lived assets held for sale and goodwill. We are required to provide additional disclosures about fair value measurements as part of our financial statements for each major category of assets and liabilities measured at fair value on a non-recurring basis. The following table presents this information and indicates 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, which generally are not applicable to non-financial assets and liabilities. Fair values determined by Level 2 inputs utilize data points that are observable, such as definitive sales agreements, appraisals or established market values of comparable assets. 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, such as internal estimates of future cash flows. September 30, 2017 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Long-lived assets held for sale $ 399 $ — $ 399 $ — Other than temporarily impaired equity method investments 112 — 112 — $ 511 $ — $ 511 $ — December 31, 2016 Quoted Prices Significant Other Significant Long-lived assets held and used $ 163 $ — $ 163 $ — Other than temporarily impaired equity method investments 27 — 27 — $ 190 $ — $ 190 $ — |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Schedule of preliminary purchase price allocation | Preliminary purchase price allocations (representing the fair value of the consideration conveyed) for all acquisitions made during the nine months ended September 30, 2017 and 2016 are as follows: Nine Months Ended 2017 2016 Current assets $ 4 $ 42 Property and equipment 5 33 Other intangible assets 5 7 Goodwill 65 316 Other long-term assets 1 6 Current liabilities (4 ) (25 ) Long-term liabilities (1 ) (14 ) Redeemable noncontrolling interests (18 ) (114 ) Noncontrolling interests (13 ) (122 ) Cash paid, net of cash acquired (41 ) (96 ) Gains on consolidations $ 3 $ 33 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Reconciliation of assets by reportable segment to consolidated assets | The following tables include amounts for each of our reportable segments and the reconciling items necessary to agree to amounts reported in the accompanying Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Operations: September 30, 2017 December 31, 2016 Assets: Hospital Operations and other $ 16,249 $ 17,871 Ambulatory Care 5,847 5,722 Conifer 1,112 1,108 Total $ 23,208 $ 24,701 |
Reconciliation of other significant reconciling items from segments to consolidated | Three Months Ended Nine Months Ended 2017 2016 2017 2016 Capital expenditures: Hospital Operations and other $ 122 $ 182 $ 441 $ 557 Ambulatory Care 16 14 37 42 Conifer 6 5 14 15 Total $ 144 $ 201 $ 492 $ 614 Net operating revenues: Hospital Operations and other total prior to inter-segment eliminations (1) $ 3,866 $ 4,162 $ 12,066 $ 12,761 Ambulatory Care 468 448 1,395 1,319 Conifer Tenet 149 159 463 488 Other customers 252 239 740 681 Total Conifer 401 398 1,203 1,169 Inter-segment eliminations (149 ) (159 ) (463 ) (488 ) Total $ 4,586 $ 4,849 $ 14,201 $ 14,761 Equity in earnings of unconsolidated affiliates: Hospital Operations and other $ 4 $ 3 $ 4 $ 6 Ambulatory Care 34 28 91 79 Total $ 38 $ 31 $ 95 $ 85 Adjusted EBITDA: Hospital Operations and other (2) $ 269 $ 346 $ 924 $ 1,191 Ambulatory Care 159 157 476 432 Conifer 79 79 204 205 Total $ 507 $ 582 $ 1,604 $ 1,828 Depreciation and amortization: Hospital Operations and other $ 185 $ 170 $ 560 $ 525 Ambulatory Care 22 22 66 69 Conifer 12 13 36 38 Total $ 219 $ 205 $ 662 $ 632 Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Adjusted EBITDA $ 507 $ 582 $ 1,604 $ 1,828 Loss from divested and closed businesses (6 ) (6 ) (41 ) (8 ) Depreciation and amortization (219 ) (205 ) (662 ) (632 ) Impairment and restructuring charges, and acquisition-related costs (329 ) (31 ) (403 ) (81 ) Litigation and investigation costs (6 ) (4 ) (12 ) (291 ) Interest expense (257 ) (243 ) (775 ) (730 ) Loss from early extinguishment of debt (138 ) — (164 ) — Other non-operating expense, net (4 ) (7 ) (14 ) (18 ) Gains on sales, consolidation and deconsolidation of facilities 104 3 142 151 Net income (loss) from continuing operations $ (348 ) $ 89 $ (325 ) $ 219 (1) Hospital Operations and other revenues includes health plan revenues of $10 million and $100 million for the three and nine months ended September 30, 2017 , respectively, and $122 million and $385 million for the three and nine months ended September 30, 2016 , respectively. (2) Hospital Operations and other Adjusted EBITDA excludes health plan EBITDA of $(6) million and $(41) million for the three and nine months ended September 30, 2017 , respectively, and $(6) million and $(8) million for the three and nine months ended September 30, 2016 , respectively. |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) | 9 Months Ended |
Sep. 30, 2017hospitalcenter | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of hospitals | 77 |
Number of surgical hospitals | 20 |
Number of outpatient centers | center | 460 |
BASIS OF PRESENTATION - ASU Ado
BASIS OF PRESENTATION - ASU Adoption (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2015 | Jan. 01, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Deferred income tax assets | $ 783 | $ 871 | $ 783 | ||||
Retained earnings | (2,161) | (1,742) | (2,161) | ||||
Salaries, wages and benefits | 2,264 | $ 2,308 | 6,990 | $ 7,012 | |||
Other non-operating expense, net | $ (4) | $ (7) | (14) | (18) | |||
Accounting Standards Update 2016 09 | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Deferred income tax assets | $ 56 | ||||||
Retained earnings | $ 56 | ||||||
Accounting Standards Update 2017 07 | Adjustments for New Accounting Principle, Early Adoption | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Salaries, wages and benefits | (8) | (20) | (20) | $ (21) | |||
Other non-operating expense, net | $ 8 | $ 20 | $ 20 | $ 21 |
BASIS OF PRESENTATION - Revenue
BASIS OF PRESENTATION - Revenues (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Supplemental payments and net operating revenues | ||||
Net operating revenues before provision for doubtful accounts | $ 4,941 | $ 5,216 | $ 15,310 | $ 15,856 |
Operating segments | Hospital Operations and other | ||||
Supplemental payments and net operating revenues | ||||
Net operating revenues before provision for doubtful accounts | 4,212 | 4,520 | 13,148 | 13,829 |
Operating segments | Hospital Operations and other | Medicare | ||||
Supplemental payments and net operating revenues | ||||
Net operating revenues before provision for doubtful accounts | 809 | 844 | 2,563 | 2,658 |
Operating segments | Hospital Operations and other | Medicaid | ||||
Supplemental payments and net operating revenues | ||||
Net operating revenues before provision for doubtful accounts | 256 | 339 | 822 | 1,009 |
Operating segments | Hospital Operations and other | Managed care | ||||
Supplemental payments and net operating revenues | ||||
Net operating revenues before provision for doubtful accounts | 2,524 | 2,729 | 7,867 | 8,031 |
Operating segments | Hospital Operations and other | Indemnity, self-pay and other | ||||
Supplemental payments and net operating revenues | ||||
Net operating revenues before provision for doubtful accounts | 442 | 328 | 1,316 | 1,264 |
Operating segments | Hospital Operations and other | Net patient revenues | ||||
Supplemental payments and net operating revenues | ||||
Net operating revenues before provision for doubtful accounts | 4,031 | 4,240 | 12,568 | 12,962 |
Operating segments | Hospital Operations and other | Health plans | ||||
Supplemental payments and net operating revenues | ||||
Net operating revenues before provision for doubtful accounts | 10 | 122 | 100 | 385 |
Operating segments | Hospital Operations and other | Revenue from other sources | ||||
Supplemental payments and net operating revenues | ||||
Net operating revenues before provision for doubtful accounts | 171 | 158 | 480 | 482 |
Operating segments | Hospital Operations and other | Physician practices | ||||
Supplemental payments and net operating revenues | ||||
Net operating revenues before provision for doubtful accounts | 171 | 179 | 551 | 558 |
Operating segments | Ambulatory Care | Ambulatory Care | ||||
Supplemental payments and net operating revenues | ||||
Net operating revenues before provision for doubtful accounts | 477 | 457 | 1,422 | 1,346 |
Operating segments | Conifer | Conifer | ||||
Supplemental payments and net operating revenues | ||||
Net operating revenues before provision for doubtful accounts | 401 | 398 | 1,203 | 1,169 |
Inter-segment eliminations | ||||
Supplemental payments and net operating revenues | ||||
Net operating revenues before provision for doubtful accounts | $ (149) | $ (159) | $ (463) | $ (488) |
BASIS OF PRESENTATION - Cash an
BASIS OF PRESENTATION - Cash and Cash Equivalents (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash and Cash Equivalents | ||||
Cash and cash equivalents | $ 429 | $ 649 | $ 716 | $ 356 |
Accrued property and equipment purchases for items received but not yet paid | 89 | 179 | ||
Non-cancellable capital leases primarily for buildings and equipment | 82 | $ 110 | ||
Captive insurance subsidiaries | ||||
Cash and Cash Equivalents | ||||
Cash and cash equivalents | 167 | 147 | ||
Health plan-related businesses | ||||
Cash and Cash Equivalents | ||||
Cash and cash equivalents | 62 | 85 | ||
Accounts payable | ||||
Cash and Cash Equivalents | ||||
Book overdrafts classified as accounts payable | 240 | 279 | ||
Accrued property and equipment purchases for items received but not yet paid | $ 57 | $ 141 |
BASIS OF PRESENTATION - Intangi
BASIS OF PRESENTATION - Intangible Assets Summary (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Other intangible assets | ||
Gross Carrying Amount | $ 2,605 | $ 2,617 |
Accumulated Amortization | (841) | (772) |
Net Book Value | 1,764 | 1,845 |
Capitalized software costs | ||
Other intangible assets | ||
Gross Carrying Amount | 1,537 | 1,572 |
Accumulated Amortization | (721) | (681) |
Net Book Value | 816 | 891 |
Trade names | ||
Other intangible assets | ||
Gross Carrying Amount | 105 | 106 |
Accumulated Amortization | 0 | 0 |
Net Book Value | 105 | 106 |
Contracts | ||
Other intangible assets | ||
Gross Carrying Amount | 855 | 845 |
Accumulated Amortization | (55) | (43) |
Net Book Value | 800 | 802 |
Other | ||
Other intangible assets | ||
Gross Carrying Amount | 108 | 94 |
Accumulated Amortization | (65) | (48) |
Net Book Value | $ 43 | $ 46 |
BASIS OF PRESENTATION - Amortiz
BASIS OF PRESENTATION - Amortization of Intangible Assets (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Estimated future amortization of intangibles with finite useful lives | ||
Total | $ 1,097 | |
2,017 | 47 | |
2,018 | 152 | |
2,019 | 135 | |
2,020 | 104 | |
2,021 | 92 | |
Later Years | 567 | |
Amortization expense | $ 125 | $ 111 |
BASIS OF PRESENTATION - Investm
BASIS OF PRESENTATION - Investments in Unconsolidated Affiliates (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)hospitalcenter | Sep. 30, 2016USD ($) | |
Schedule of Equity Method Investments [Line Items] | ||||
Number of outpatient centers | center | 460 | |||
Investee results reflected | 1 | |||
Net operating revenues | $ | $ 635 | $ 610 | $ 1,819 | $ 1,803 |
Net income | $ | 143 | 129 | 376 | 364 |
Net income attributable to the investees | $ | $ 93 | $ 83 | $ 242 | $ 241 |
Ambulatory Care | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Number of outpatient centers recorded not using equity method | 220 | |||
Number of outpatient centers recorded using equity method | 109 | |||
Number of outpatient centers | 329 | |||
Hospital Operations and other | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Number of outpatient centers recorded using equity method | 11 | |||
Number of hospitals recorded using equity method | 4 |
ACCOUNTS RECEIVABLE AND ALLOW45
ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS - Components (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Accounts receivable and allowance for doubtful accounts | ||
Accounts receivable, net | $ 2,567 | $ 2,897 |
Continuing operations | ||
Accounts receivable and allowance for doubtful accounts | ||
Patient accounts receivable | 3,371 | 3,799 |
Allowance for doubtful accounts | (934) | (1,031) |
Estimated future recoveries | 130 | 141 |
Net cost reports and settlements payable and valuation allowances | (2) | (14) |
Accounts receivable, net | 2,565 | 2,895 |
Discontinued operations | ||
Accounts receivable and allowance for doubtful accounts | ||
Accounts receivable, net | $ 2 | $ 2 |
ACCOUNTS RECEIVABLE AND ALLOW46
ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS - Allowance (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Accounts receivable and allowance for doubtful accounts | |||||
Allowance for doubtful accounts as a percent of patients accounts receivable | 27.70% | 27.10% | |||
Estimated costs of caring | $ 193 | $ 194 | $ 576 | $ 557 | |
Self-pay patients | |||||
Accounts receivable and allowance for doubtful accounts | |||||
Estimated costs of caring | 164 | 158 | 484 | 453 | |
Charity care patients | |||||
Accounts receivable and allowance for doubtful accounts | |||||
Estimated costs of caring | 29 | 36 | 92 | 104 | |
Medicaid DSH and other supplemental revenues | |||||
Accounts receivable and allowance for doubtful accounts | |||||
Estimated costs of caring | $ 140 | $ 249 | $ 462 | $ 691 |
ACCOUNTS RECEIVABLE AND ALLOW47
ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS - Other Receivables (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Accounts receivable and allowance for doubtful accounts | ||
Receivables | $ 2,567 | $ 2,897 |
Payables | 1,100 | 1,329 |
California's Provider Fee Program | Other current assets | ||
Accounts receivable and allowance for doubtful accounts | ||
Receivables | 375 | 537 |
California's Provider Fee Program | Other current liabilities | ||
Accounts receivable and allowance for doubtful accounts | ||
Payables | $ 56 | $ 139 |
ASSETS AND LIABILITIES HELD F48
ASSETS AND LIABILITIES HELD FOR SALE (Details) $ in Millions | Aug. 01, 2017USD ($) | Mar. 31, 2016USD ($) | Sep. 30, 2017USD ($)hospital | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)hospital | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) |
Current Assets and Liabilities Held for Sale | |||||||
Number of hospitals | hospital | 77 | ||||||
Impairment charges | $ 3 | $ 2 | |||||
Proceeds from sales of facilities and other assets | 826 | 573 | |||||
Gain on sale | $ 104 | $ 3 | 142 | $ 151 | |||
Net receivables | 2,567 | 2,567 | $ 2,897 | ||||
Philadelphia Facilities | Discontinued Operations, Held-for-sale | |||||||
Current Assets and Liabilities Held for Sale | |||||||
Assets held for sale | 222 | 222 | |||||
Liabilities held for sale | 52 | 52 | |||||
Impairment charges | 235 | ||||||
Chicago Facilities | Discontinued Operations, Held-for-sale | |||||||
Current Assets and Liabilities Held for Sale | |||||||
Assets held for sale | 222 | 222 | |||||
Liabilities held for sale | 33 | 33 | |||||
United Kingdom Facilities | Discontinued Operations, Held-for-sale | |||||||
Current Assets and Liabilities Held for Sale | |||||||
Assets held for sale | 398 | 398 | |||||
Liabilities held for sale | $ 322 | $ 322 | |||||
Number of hospitals | hospital | 9 | ||||||
Impairment charges | $ 59 | ||||||
Houston, Texas Facilities | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||
Current Assets and Liabilities Held for Sale | |||||||
Proceeds from sales of facilities and other assets | $ 750 | ||||||
Gain on sale | $ 111 | ||||||
Michigan Facilities | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||
Current Assets and Liabilities Held for Sale | |||||||
Proceeds from sales of facilities and other assets | 20 | ||||||
Gain on sale | 3 | ||||||
Arizona Facilities | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||
Current Assets and Liabilities Held for Sale | |||||||
Proceeds from sales of facilities and other assets | 13 | ||||||
Gain on sale | 13 | ||||||
Texas Facilities | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||
Current Assets and Liabilities Held for Sale | |||||||
Proceeds from sales of facilities and other assets | 12 | ||||||
Gain on sale | $ 10 | ||||||
Georgia Facilities | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||
Current Assets and Liabilities Held for Sale | |||||||
Proceeds from sales of facilities and other assets | $ 575 | ||||||
Gain on sale | 113 | ||||||
Net receivables | $ 17 |
ASSETS AND LIABILITIES HELD F49
ASSETS AND LIABILITIES HELD FOR SALE - Net Assets Held For Sale (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Current liabilities | $ (407) | $ (9) |
Hospital Operations and other | Discontinued Operations, Held-for-sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Accounts receivable | 178 | |
Other current assets | 100 | |
Investments and other long-term assets | 20 | |
Property and equipment | 456 | |
Other intangible assets | 8 | |
Goodwill | 80 | |
Current liabilities | (107) | |
Long-term liabilities | (300) | |
Net assets held for sale | $ 435 |
IMPAIRMENT AND RESTRUCTURING 50
IMPAIRMENT AND RESTRUCTURING CHARGES, AND ACQUISITION-RELATED COSTS (Details) $ in Millions | 9 Months Ended | |
Sep. 30, 2017USD ($)segmentinvestment | Sep. 30, 2016USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net impairment and restructuring charges and acquisition-related costs | $ 403 | $ 81 |
Impairment charges | 3 | 2 |
Equity method investment impairment | $ 29 | |
Number of impaired equity method investments | investment | 2 | |
Employee severance costs | $ 40 | 26 |
Contract and lease termination costs | 8 | 4 |
Restructuring costs | 13 | 9 |
Acquisition costs | 16 | 40 |
Acquisition-related transaction costs | 5 | 5 |
Acquisition integration charges | $ 11 | $ 35 |
Number of continuing operating segments | segment | 3 | |
Hospital Operations and other | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net impairment and restructuring charges and acquisition-related costs | $ 319 | |
Ambulatory Care | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net impairment and restructuring charges and acquisition-related costs | 70 | |
Conifer | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net impairment and restructuring charges and acquisition-related costs | 14 | |
Discontinued Operations, Held-for-sale | Aspen And Philadelphia Area Facilities | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Impairment charges | $ 294 |
LONG-TERM DEBT AND LEASE OBLI51
LONG-TERM DEBT AND LEASE OBLIGATIONS - Schedule of Debt (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Sep. 11, 2017 | Aug. 01, 2017 | Jul. 14, 2017 | Jun. 14, 2017 | Dec. 31, 2016 |
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||||||
Capital leases | $ 377 | $ 735 | ||||
Mortgage notes | 85 | 84 | ||||
Unamortized issue costs, note discounts and premiums | (241) | (235) | ||||
Total long-term debt | 14,881 | 15,255 | ||||
Less current portion | 140 | 191 | ||||
Long-term debt, net of current portion | $ 14,741 | 15,064 | ||||
Senior Notes | 5.000% due 2019 | ||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||||||
Interest rate, stated percentage | 5.00% | 5.00% | ||||
Carrying amount | $ 0 | 1,100 | ||||
Senior Notes | 5.500% due 2019 | ||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||||||
Interest rate, stated percentage | 5.50% | |||||
Carrying amount | $ 500 | 500 | ||||
Senior Notes | 6.750% due 2020 | ||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||||||
Interest rate, stated percentage | 6.75% | |||||
Carrying amount | $ 300 | 300 | ||||
Senior Notes | 8.000% due 2020 | ||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||||||
Interest rate, stated percentage | 8.00% | 8.00% | 8.00% | |||
Carrying amount | $ 0 | 750 | ||||
Senior Notes | 8.125% due 2022 | ||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||||||
Interest rate, stated percentage | 8.125% | |||||
Carrying amount | $ 2,800 | 2,800 | ||||
Senior Notes | 6.750% due 2023 | ||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||||||
Interest rate, stated percentage | 6.75% | |||||
Carrying amount | $ 1,900 | 1,900 | ||||
Senior Notes | 7.000% due 2025 | ||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||||||
Interest rate, stated percentage | 7.00% | 7.00% | ||||
Carrying amount | $ 500 | 0 | ||||
Senior Notes | 6.875% due 2031 | ||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||||||
Interest rate, stated percentage | 6.875% | |||||
Carrying amount | $ 430 | 430 | ||||
Senior Notes | 6.250% due 2018 | ||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||||||
Interest rate, stated percentage | 6.25% | 6.25% | ||||
Carrying amount | $ 0 | 1,041 | ||||
Senior Notes | 4.750% due 2020 | ||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||||||
Interest rate, stated percentage | 4.75% | |||||
Carrying amount | $ 500 | 500 | ||||
Senior Notes | 6.000% due 2020 | ||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||||||
Interest rate, stated percentage | 6.00% | |||||
Carrying amount | $ 1,800 | 1,800 | ||||
Senior Notes | Floating % due 2020 | ||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||||||
Carrying amount | $ 0 | 900 | ||||
Senior Notes | 4.500% due 2021 | ||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||||||
Interest rate, stated percentage | 4.50% | |||||
Carrying amount | $ 850 | 850 | ||||
Senior Notes | 4.375% due 2021 | ||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||||||
Interest rate, stated percentage | 4.375% | |||||
Carrying amount | $ 1,050 | 1,050 | ||||
Senior Notes | 7.500% due 2022 | ||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||||||
Interest rate, stated percentage | 7.50% | |||||
Carrying amount | $ 750 | 750 | ||||
Senior Notes | 4.625% due 2024 | ||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||||||
Interest rate, stated percentage | 4.625% | 4.625% | ||||
Carrying amount | $ 1,870 | 0 | ||||
Senior Notes | 5.125% due 2025 | ||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | ||||||
Interest rate, stated percentage | 5.125% | 5.125% | ||||
Carrying amount | $ 1,410 | $ 0 |
LONG-TERM DEBT AND LEASE OBLI52
LONG-TERM DEBT AND LEASE OBLIGATIONS - Senior Secured and Senior Secured Notes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2017 | Jun. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 11, 2017 | Aug. 01, 2017 | Jul. 14, 2017 | Jun. 14, 2017 | |
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||
Loss from early extinguishment of debt | $ 138,000,000 | $ 0 | $ 164,000,000 | $ 0 | |||||
Senior Notes | |||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||
Loss from early extinguishment of debt | $ 26,000,000 | ||||||||
Senior Notes | 4.625% due 2024 | |||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||
Aggregate principal amount | $ 830,000,000 | ||||||||
Interest rate, stated percentage | 4.625% | 4.625% | 4.625% | ||||||
Senior Notes | Floating % due 2020 | |||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||
Repurchased face amount | $ 900,000,000 | ||||||||
Loss from early extinguishment of debt | $ 138,000,000 | ||||||||
Senior Notes | Escrow Secured First Lien Notes | |||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||
Aggregate principal amount | $ 1,040,000,000 | ||||||||
Interest rate, stated percentage | 4.625% | ||||||||
Senior Notes | 5.125% due 2025 | |||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||
Aggregate principal amount | $ 1,410,000,000 | ||||||||
Interest rate, stated percentage | 5.125% | 5.125% | 5.125% | ||||||
Senior Notes | 7.000% due 2025 | |||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||
Aggregate principal amount | $ 500,000,000 | ||||||||
Interest rate, stated percentage | 7.00% | 7.00% | 7.00% | ||||||
Senior Notes | 6.250% due 2018 | |||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||
Interest rate, stated percentage | 6.25% | 6.25% | 6.25% | ||||||
Repurchased face amount | $ 1,041,000,000 | ||||||||
Senior Notes | 5.000% due 2019 | |||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||
Interest rate, stated percentage | 5.00% | 5.00% | 5.00% | ||||||
Repurchased face amount | $ 1,100,000,000 | ||||||||
Senior Notes | 8.000% due 2020 | |||||||||
LONG-TERM DEBT AND LEASE OBLIGATIONS | |||||||||
Interest rate, stated percentage | 8.00% | 8.00% | 8.00% | 8.00% | |||||
Repurchased face amount | $ 250,000,000 | $ 500,000,000 |
LONG-TERM DEBT AND LEASE OBLI53
LONG-TERM DEBT AND LEASE OBLIGATIONS - Credit Agreement and Letter of Credit Facility (Details) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Credit Agreement | |
LONG-TERM DEBT AND LEASE OBLIGATIONS | |
Revolving credit facility, maximum borrowing capacity (up to) | $ 1,000,000,000 |
Line of credit facility, subfacility maximum available capacity | 300,000,000 |
Borrowings outstanding | 0 |
Standby letters of credit outstanding | 2,000,000 |
Amount available for borrowing under revolving credit facility | $ 998,000,000 |
Credit Agreement | Minimum | |
LONG-TERM DEBT AND LEASE OBLIGATIONS | |
Unused commitment fee | 0.25% |
Credit Agreement | Maximum | |
LONG-TERM DEBT AND LEASE OBLIGATIONS | |
Unused commitment fee | 0.375% |
Credit Agreement | Base rate | Minimum | |
LONG-TERM DEBT AND LEASE OBLIGATIONS | |
Margin on variable rate | 0.25% |
Credit Agreement | Base rate | Maximum | |
LONG-TERM DEBT AND LEASE OBLIGATIONS | |
Margin on variable rate | 0.75% |
Credit Agreement | LIBOR | Minimum | |
LONG-TERM DEBT AND LEASE OBLIGATIONS | |
Margin on variable rate | 1.25% |
Credit Agreement | LIBOR | Maximum | |
LONG-TERM DEBT AND LEASE OBLIGATIONS | |
Margin on variable rate | 1.75% |
Letter of Credit Facility | |
LONG-TERM DEBT AND LEASE OBLIGATIONS | |
Revolving credit facility, maximum borrowing capacity (up to) | $ 180,000,000 |
Unused commitment fee | 0.25% |
Standby letters of credit outstanding | $ 105,000,000 |
Borrowing capacity after increase subject to certain conditions (up to) | $ 200,000,000 |
Secured debt to EBITDA ratio | 3 |
Issuance fee | 1.50% |
Issuance fee, based on face amount | 0.125% |
Letter of Credit Facility | Maximum | |
LONG-TERM DEBT AND LEASE OBLIGATIONS | |
Number of business days after notice, for reimbursement of amount drawn | 3 days |
Unused commitment fee after step down (up to) | 0.375% |
Letter of Credit Facility | Base rate | |
LONG-TERM DEBT AND LEASE OBLIGATIONS | |
Margin on variable rate | 0.50% |
GUARANTEES (Details)
GUARANTEES (Details) $ in Millions | Sep. 30, 2017USD ($) |
Income and Revenue Collection Guarantee | |
GUARANTEES | |
Maximum potential amount of future payments under guarantees | $ 172 |
Income and Revenue Collection Guarantee | Other current liabilities | |
GUARANTEES | |
Liability for the fair value of guarantees | 139 |
Guaranteed Investees Of Third Parties | |
GUARANTEES | |
Liability for the fair value of guarantees | 23 |
Guaranteed Investees Of Third Parties | Other current liabilities | |
GUARANTEES | |
Guarantee obligations for consolidated subsidiaries | $ 17 |
EMPLOYEE BENEFIT PLANS (Details
EMPLOYEE BENEFIT PLANS (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
EMPLOYEE BENEFIT PLANS | ||
Stock-based compensation costs, pretax | $ 44 | $ 46 |
2008 Stock Incentive Plan | ||
EMPLOYEE BENEFIT PLANS | ||
Shares available for issuance under the plan (in shares) | 5,600,000 | |
Shares available assuming maximum performance (in shares) | 4,600,000 | |
Stock Options | ||
EMPLOYEE BENEFIT PLANS | ||
Expiration period from the date of grant | 10 years | |
Portion of awards vesting on each of the first three anniversary dates of the grant | 33.33% | |
Vesting period | 3 years | |
Restricted Stock Units | ||
EMPLOYEE BENEFIT PLANS | ||
Contractual right to receive shares of common stock for a stock based award (in shares) | 1 | |
Portion of awards vesting on each of the first three anniversary dates of the grant | 33.33% | |
Vesting period | 3 years |
EMPLOYEE BENEFIT PLANS - Stock
EMPLOYEE BENEFIT PLANS - Stock Options (Details) - USD ($) $ / shares in Units, $ in Millions | Sep. 29, 2017 | Mar. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 |
Weighted Average Remaining Life | ||||
Weighted average estimated fair value of awards granted (in dollars per share) | $ 8.52 | |||
Assumptions used to calculate fair value of awards granted to top eleven employees | ||||
Expected volatility | 49.00% | |||
Expected dividend yield | 0.00% | |||
Expected life | 6 years 2 months 12 days | |||
Expected forfeiture rate | 0.00% | |||
Risk-free interest rate | 2.15% | |||
Stock Options | ||||
Options | ||||
Outstanding at the beginning of the period (in shares) | 1,435,921 | 1,435,921 | ||
Granted (in shares) | 1,396,307 | |||
Exercised (in shares) | (16,525) | (110,715) | ||
Forfeited/Expired (in shares) | (187,458) | |||
Outstanding at the end of the period (in shares) | 2,628,245 | |||
Vested and expected to vest at the end of the period (in shares) | 2,628,245 | |||
Exercisable at the end of the period (in shares) | 1,231,938 | |||
Weighted Average Exercise Price Per Share | ||||
Outstanding at the beginning of the period (in dollars per share) | $ 22.87 | $ 22.87 | ||
Granted (in dollars per share) | 18.24 | |||
Exercised (in dollars per share) | 4.56 | |||
Forfeited/Expired (in dollars per share) | 26.07 | |||
Outstanding at the end of the period (in dollars per share) | 20.30 | |||
Vested and expected to vest at the end of the period (in dollars per share) | 20.30 | |||
Exercisable at the end of the period (in dollars per share) | $ 22.63 | |||
Aggregate Intrinsic Value | ||||
Outstanding at the end of the period | $ 2 | |||
Vested and expected to vest at the end of the period | 2 | |||
Exercisable at the end of the period | $ 2 | |||
Weighted Average Remaining Life | ||||
Outstanding at the end of the period | 5 years 1 month 7 days | |||
Vested and expected to vest at the end of the period | 5 years 1 month 7 days | |||
Exercisable at the end of the period | 1 year 7 months 29 days | |||
Aggregate Intrinsic value of awards exercised (less than $1 million - 2017) | $ 1 | $ 1 | ||
Unrecognized compensation costs | $ 9 | |||
Period for recognition of unrecognized compensation costs | 2 years 22 days | |||
Granted (in shares) | 0 | |||
Vesting period | 3 years | |||
Stock Options | 2008 Stock Incentive Plan | Senior Officers | ||||
Options | ||||
Granted (in shares) | 987,781 | |||
Weighted Average Remaining Life | ||||
Target closing stock price (in dollars per share) | $ 23.74 | |||
Stock price premium | 25.00% | |||
Share price (in dollars per share) | $ 18.99 | |||
Number of consecutive trading days (at least) | 20 days | |||
Vesting date of grant anniversary subject to specific conditions | 3 years | |||
Performance Shares | 2008 Stock Incentive Plan | Executive Chairman | ||||
Options | ||||
Granted (in shares) | 408,526 | |||
Weighted Average Remaining Life | ||||
Number of consecutive trading days (at least) | 30 days | |||
Vesting date of grant anniversary subject to specific conditions | 4 years | |||
Weighted average estimated fair value of awards granted (in dollars per share) | $ 5.63 | |||
Weighted average estimated fair value of awards granted subject to conditions (in dollars per share) | $ 20.53 |
EMPLOYEE BENEFIT PLANS - Range
EMPLOYEE BENEFIT PLANS - Range of Exercise Prices (Details) - Stock Options | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Options Outstanding | |
Number of Options Outstanding (in shares) | shares | 2,628,245 |
Weighted Average Remaining Contractual Life | 5 years 1 month 6 days |
Weighted Average Exercise Price (in dollars per share) | $ 20.30 |
Options Exercisable | |
Number of Options Exercisable (in shares) | shares | 1,231,938 |
Weighted Average Exercise Price (in dollars per share) | $ 22.63 |
$0.00 to $4.569 | |
Summary information about outstanding stock options | |
Exercise price per share, low end of the range (in dollars per share) | 0 |
Exercise price per share, high end of the range (in dollars per share) | $ 4.569 |
Options Outstanding | |
Number of Options Outstanding (in shares) | shares | 154,361 |
Weighted Average Remaining Contractual Life | 1 year 4 months 28 days |
Weighted Average Exercise Price (in dollars per share) | $ 4.56 |
Options Exercisable | |
Number of Options Exercisable (in shares) | shares | 154,361 |
Weighted Average Exercise Price (in dollars per share) | $ 4.56 |
$4.57 to $19.759 | |
Summary information about outstanding stock options | |
Exercise price per share, low end of the range (in dollars per share) | 4.57 |
Exercise price per share, high end of the range (in dollars per share) | $ 19.759 |
Options Outstanding | |
Number of Options Outstanding (in shares) | shares | 1,396,607 |
Weighted Average Remaining Contractual Life | 8 years 1 month 17 days |
Weighted Average Exercise Price (in dollars per share) | $ 18.24 |
Options Exercisable | |
Number of Options Exercisable (in shares) | shares | 300 |
Weighted Average Exercise Price (in dollars per share) | $ 14.52 |
$19.76 to $32.569 | |
Summary information about outstanding stock options | |
Exercise price per share, low end of the range (in dollars per share) | 19.76 |
Exercise price per share, high end of the range (in dollars per share) | $ 32.569 |
Options Outstanding | |
Number of Options Outstanding (in shares) | shares | 822,890 |
Weighted Average Remaining Contractual Life | 2 years 1 month 5 days |
Weighted Average Exercise Price (in dollars per share) | $ 20.87 |
Options Exercisable | |
Number of Options Exercisable (in shares) | shares | 822,890 |
Weighted Average Exercise Price (in dollars per share) | $ 20.87 |
$32.57 to $42.529 | |
Summary information about outstanding stock options | |
Exercise price per share, low end of the range (in dollars per share) | 32.57 |
Exercise price per share, high end of the range (in dollars per share) | $ 42.529 |
Options Outstanding | |
Number of Options Outstanding (in shares) | shares | 254,387 |
Weighted Average Remaining Contractual Life | 5 months |
Weighted Average Exercise Price (in dollars per share) | $ 39.31 |
Options Exercisable | |
Number of Options Exercisable (in shares) | shares | 254,387 |
Weighted Average Exercise Price (in dollars per share) | $ 39.31 |
EMPLOYEE BENEFIT PLANS - Restri
EMPLOYEE BENEFIT PLANS - Restricted Stock Units (Details) - Restricted Stock Units $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2017USD ($)$ / sharesshares | |
Restricted Stock Units | |
Unvested at the beginning of the period (in shares) | 3,174,533 |
Granted (in shares) | 643,329 |
Vested (in shares) | (1,302,503) |
Forfeited (in shares) | (93,618) |
Unvested at the end of the period (in shares) | 2,421,741 |
Weighted Average Grant Date Fair Value Per Unit | |
Unvested at the beginning of the period (in dollars per share) | $ / shares | $ 38.75 |
Granted (in dollars per share) | $ / shares | 18.65 |
Vested (in dollars per share) | $ / shares | 35.99 |
Forfeited (in dollars per share) | $ / shares | 37.62 |
Unvested at the end of the period (in dollars per share) | $ / shares | $ 35.16 |
Vesting period | 3 years |
Unrecognized compensation costs | $ | $ 44 |
Period for recognition of unrecognized compensation costs | 1 year 9 months 18 days |
Time-vesting | |
Restricted Stock Units | |
Granted (in shares) | 643,329 |
Weighted Average Grant Date Fair Value Per Unit | |
Restricted stock that will vest and be settled over a three-year period from the grant date (in shares) | 630,426 |
Vesting period | 3 years |
Performance-based vesting | |
Weighted Average Grant Date Fair Value Per Unit | |
Restricted stock that will vest and be settled over a three-year period from the grant date (in shares) | 12,903 |
Performance-based vesting | Minimum | |
Weighted Average Grant Date Fair Value Per Unit | |
Percentage of restricted stock units, which will vest three years from the grant date | 0.00% |
Performance-based vesting | Maximum | |
Weighted Average Grant Date Fair Value Per Unit | |
Percentage of restricted stock units, which will vest three years from the grant date | 200.00% |
EMPLOYEE BENEFIT PLANS - Employ
EMPLOYEE BENEFIT PLANS - Employee Retirement Plans (Details) $ in Millions | 9 Months Ended | |
Sep. 30, 2017USD ($)plan | Sep. 30, 2016USD ($)plan | |
Employee Retirement Plans | ||
Number of frozen plans | plan | 1 | 1 |
Salaries, wages and benefits expense | ||
Employee Retirement Plans | ||
Service costs | $ 1 | $ 1 |
Other non-operating income (expense), net | ||
Employee Retirement Plans | ||
Other components | $ 20 | $ 20 |
EQUITY - Changes in Shareholder
EQUITY - Changes in Shareholders' Equity (Details) - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Changes in Shareholders' Equity | ||||
Balance, beginning of period | $ 1,082 | $ 958 | ||
Net income (loss) | (376) | (17) | ||
Distributions paid to noncontrolling interests | (93) | (82) | ||
Other comprehensive income (loss) | $ 4 | $ 3 | 20 | (36) |
Accretion of redeemable noncontrolling interests | (32) | |||
Purchases (sales) of businesses and noncontrolling interests | (4) | 76 | ||
Cumulative effect of accounting change | 56 | 56 | ||
Purchase accounting adjustments | 237 | |||
Stock-based compensation expense and issuance of common stock | 42 | 29 | ||
Balance, end of period | $ 695 | $ 1,165 | $ 695 | $ 1,165 |
Common Stock | ||||
Changes in Shareholders' Equity | ||||
Balances, beginning of period (in shares) | 99,686 | 98,495 | ||
Balance, beginning of period | $ 7 | $ 7 | ||
Stock-based compensation expense and issuance of common stock (in shares) | 1,145 | 1,033 | ||
Balances, end of period (in shares) | 100,831 | 99,528 | 100,831 | 99,528 |
Balance, end of period | $ 7 | $ 7 | $ 7 | $ 7 |
Additional Paid-In Capital | ||||
Changes in Shareholders' Equity | ||||
Balance, beginning of period | 4,827 | 4,815 | ||
Accretion of redeemable noncontrolling interests | (32) | |||
Purchases (sales) of businesses and noncontrolling interests | (4) | (43) | ||
Stock-based compensation expense and issuance of common stock | 44 | 29 | ||
Balance, end of period | 4,835 | 4,801 | 4,835 | 4,801 |
Accumulated Other Comprehensive Loss | ||||
Changes in Shareholders' Equity | ||||
Balance, beginning of period | (258) | (164) | ||
Other comprehensive income (loss) | 20 | (36) | ||
Balance, end of period | (238) | (200) | (238) | (200) |
Accumulated Deficit | ||||
Changes in Shareholders' Equity | ||||
Balance, beginning of period | (1,742) | (1,550) | ||
Net income (loss) | (475) | (113) | ||
Cumulative effect of accounting change | 56 | 56 | ||
Balance, end of period | (2,161) | (1,663) | (2,161) | (1,663) |
Treasury Stock | ||||
Changes in Shareholders' Equity | ||||
Balance, beginning of period | (2,417) | (2,417) | ||
Stock-based compensation expense and issuance of common stock | (2) | 0 | ||
Balance, end of period | (2,419) | (2,417) | (2,419) | (2,417) |
Noncontrolling Interests | ||||
Changes in Shareholders' Equity | ||||
Balance, beginning of period | 665 | 267 | ||
Net income (loss) | 99 | 96 | ||
Distributions paid to noncontrolling interests | (93) | (82) | ||
Purchases (sales) of businesses and noncontrolling interests | 0 | 119 | ||
Purchase accounting adjustments | 237 | |||
Balance, end of period | $ 671 | $ 637 | $ 671 | $ 637 |
EQUITY - Changes in Sharehold61
EQUITY - Changes in Shareholders' Equity - Noncontrolling interests (Details) - USD ($) $ in Millions | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stockholders equity balance | $ 695 | $ 1,165 | $ 1,082 | $ 958 |
Net income | (376) | (17) | ||
Noncontrolling Interests | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stockholders equity balance | 671 | 637 | 665 | $ 267 |
Net income | 99 | 96 | ||
Noncontrolling Interests | Hospital Operations and other | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stockholders equity balance | 70 | 89 | ||
Net income | 9 | 8 | ||
Noncontrolling Interests | Ambulatory Care | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stockholders equity balance | 601 | $ 576 | ||
Net income | $ 90 | $ 88 |
PROPERTY AND PROFESSIONAL AND62
PROPERTY AND PROFESSIONAL AND GENERAL LIABILITY INSURANCE (Details) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Insurance coverage | |
Insurance coverage, aggregate limit | $ 850,000,000 |
Flood and Earthquake | |
Insurance coverage | |
Insurance, maximum coverage per incident | 100,000,000 |
Windstorms | |
Insurance coverage | |
Insurance, maximum coverage per incident | $ 200,000,000 |
Flood, earthquake and windstorm | |
Insurance coverage | |
Insurance deductible as a percent | 5.00% |
Flood, earthquake and windstorm | Maximum | |
Insurance coverage | |
Insurance deductible | $ 25,000,000 |
New Madrid fault earthquakes | |
Insurance coverage | |
Insurance deductible as a percent | 2.00% |
New Madrid fault earthquakes | Maximum | |
Insurance coverage | |
Insurance deductible | $ 25,000,000 |
Fire and other perils | Minimum | |
Insurance coverage | |
Insurance deductible | $ 1,000,000 |
PROPERTY AND PROFESSIONAL AND63
PROPERTY AND PROFESSIONAL AND GENERAL LIABILITY INSURANCE - Professional and General Liability Reserves (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Other operating expense, net | |||
Insurance coverage | |||
Malpractice expense | $ 225 | $ 233 | |
Professional and General Liability Reserves | |||
Insurance coverage | |||
Self insurance reserve | $ 827 | $ 794 | |
Loss contingency discount rate, maturity rate period | 7 years | 7 years | |
Risk-free discount rate | 2.16% | 2.25% |
CLAIMS AND LAWSUITS (Details)
CLAIMS AND LAWSUITS (Details) | 1 Months Ended | 9 Months Ended | ||
Apr. 30, 2017plantiff | Sep. 30, 2017system | Feb. 28, 2017lawsuit | Jan. 31, 2017lawsuit | |
Securities Litigation | ||||
Loss Contingencies | ||||
Consolidated lawsuits | 2 | |||
Number of plaintiffs | plantiff | 4 | |||
Shareholder Derivative Litigation | ||||
Loss Contingencies | ||||
Consolidated lawsuits | 2 | |||
Antitrust Class Action Lawsuit | ||||
Loss Contingencies | ||||
Number of hospital systems alleging violation | system | 3 |
CLAIMS AND LAWSUITS - Reconcili
CLAIMS AND LAWSUITS - Reconciliations (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Loss Contingency Accrual [Roll Forward] | ||||
Litigation and Investigation Costs | $ 6 | $ 4 | $ 12 | $ 291 |
Claims, lawsuits, and regulatory proceedings | ||||
Loss Contingency Accrual [Roll Forward] | ||||
Litigation reserve, Balances at Beginning of Period | 12 | 299 | ||
Litigation and Investigation Costs | 12 | 291 | ||
Cash Payments | (14) | (59) | ||
Litigation reserve, Balances at End of Period | 10 | 531 | 10 | 531 |
Claims, lawsuits, and regulatory proceedings | Continuing operations | ||||
Loss Contingency Accrual [Roll Forward] | ||||
Litigation reserve, Balances at Beginning of Period | 12 | 299 | ||
Litigation and Investigation Costs | 12 | 291 | ||
Cash Payments | (14) | (59) | ||
Litigation reserve, Balances at End of Period | 10 | 531 | 10 | 531 |
Claims, lawsuits, and regulatory proceedings | Discontinued operations | ||||
Loss Contingency Accrual [Roll Forward] | ||||
Litigation reserve, Balances at Beginning of Period | 0 | 0 | ||
Litigation and Investigation Costs | 0 | 0 | ||
Cash Payments | 0 | 0 | ||
Litigation reserve, Balances at End of Period | $ 0 | $ 0 | $ 0 | $ 0 |
REDEEMABLE NONCONTROLLING INT66
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES - Ownership percentage (Details) - United Surgical Partners International - Redeemable noncontrolling interests - USD ($) $ in Millions | Jul. 03, 2017 | May 01, 2017 | Apr. 30, 2016 | Sep. 30, 2017 |
REDEEMABLE NONCONTROLLING INTEREST | ||||
Payment made to purchase shares in joint venture | $ 716 | $ 711 | $ 127 | |
Joint venture ownership | 80.00% | 56.30% | 15.00% | |
Joint venture, ownership percentage acquired | 23.70% | |||
Joint venture, put option, percentage ownership purchase option, next fiscal year | 7.50% | |||
Joint venture, put option, percentage ownership purchase option, in two years | 7.50% |
REDEEMABLE NONCONTROLLING INT67
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES - Changes in Redeemable Noncontrolling Interests (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Changes in redeemable noncontrolling interests in equity of consolidated subsidiaries | ||
Distributions paid to noncontrolling interests | $ (93) | $ (82) |
Purchase accounting adjustments | 237 | |
Accretion of redeemable noncontrolling interests | 32 | 0 |
Redeemable noncontrolling interests | ||
Changes in redeemable noncontrolling interests in equity of consolidated subsidiaries | ||
Balances at beginning of period | 2,393 | 2,266 |
Net income | 155 | 170 |
Distributions paid to noncontrolling interests | (85) | (69) |
Purchase accounting adjustments | 0 | (47) |
Purchases and sales of businesses and noncontrolling interests, net | (679) | (13) |
Balances at end of period | $ 1,816 | $ 2,307 |
REDEEMABLE NONCONTROLLING INT68
REDEEMABLE NONCONTROLLING INTERESTS IN EQUITY OF CONSOLIDATED SUBSIDIARIES - Segment Details (Details) - Redeemable noncontrolling interests - USD ($) $ in Millions | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
REDEEMABLE NONCONTROLLING INTEREST | ||||
Redeemable noncontrolling interests | $ 1,816 | $ 2,307 | $ 2,393 | $ 2,266 |
Net income attributable to redeemable noncontrolling interests | 155 | 170 | ||
Hospital Operations and other | ||||
REDEEMABLE NONCONTROLLING INTEREST | ||||
Redeemable noncontrolling interests | 529 | 520 | ||
Net income attributable to redeemable noncontrolling interests | 14 | 16 | ||
Ambulatory Care | ||||
REDEEMABLE NONCONTROLLING INTEREST | ||||
Redeemable noncontrolling interests | 1,090 | 1,715 | ||
Net income attributable to redeemable noncontrolling interests | 103 | 116 | ||
Conifer | ||||
REDEEMABLE NONCONTROLLING INTEREST | ||||
Redeemable noncontrolling interests | 197 | $ 158 | ||
Net income attributable to redeemable noncontrolling interests | $ 38 | $ 38 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Taxes | ||||
Income tax expense (benefit) | $ (60) | $ 10 | $ (105) | $ 61 |
Continued operations pre-tax earnings | (348) | 89 | (325) | 219 |
Reduction in estimated liabilities for uncertain tax positions | (33) | |||
Unrecognized tax benefits | 68 | 68 | ||
Unrecognized tax benefits which, if recognized, would impact effective tax rate | 65 | 65 | ||
Unrecognized federal and state tax benefits and reserves for interest and penalties, which may decrease in the next 12 months | 2 | 2 | ||
Discontinued Operations, Held-for-sale | United Kingdom Facilities | ||||
Income Taxes | ||||
Income tax expense (benefit) | (30) | |||
Continuing operations | ||||
Income Taxes | ||||
Income tax expense (benefit) | $ (60) | $ 10 | (105) | $ 61 |
Interest and penalties related to accrued liabilities for uncertain tax positions, recognized | $ 4 |
INCOME TAXES - Federal Tax Reco
INCOME TAXES - Federal Tax Reconciliation (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Reconciliation between reported income tax expense (benefit) and income taxes calculated by the statutory federal income tax rate | ||||
Tax expense (benefit) at statutory federal rate of 35% | $ (122) | $ 31 | $ (114) | $ 77 |
State income taxes, net of federal income tax benefit | 8 | 3 | 13 | 10 |
Tax benefit attributable to noncontrolling interests | (25) | (28) | (79) | (75) |
Nondeductible goodwill | 104 | 0 | 104 | 29 |
Nontaxable gains | 0 | (1) | 0 | (18) |
Nondeductible litigation | 0 | 4 | 0 | 37 |
Change in tax contingency reserves, including interest | (1) | (1) | (3) | (4) |
Stock-based compensation | 0 | 0 | 9 | 0 |
Change in indefinite reinvestment assertion | (30) | 0 | (30) | 0 |
Change in valuation allowance | (5) | 0 | (5) | 0 |
Other items | 11 | 2 | 0 | 5 |
Income tax expense (benefit) | $ (60) | $ 10 | $ (105) | $ 61 |
Statutory federal rate | 35.00% |
LOSS PER COMMON SHARE (Details)
LOSS PER COMMON SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Loss Attributable to Common Shareholders (Numerator) | ||||
Net loss attributable to Tenet Healthcare Corporation common shareholders for basic loss per share | $ (366) | $ (9) | $ (474) | $ (108) |
Effect of dilutive stock options, restricted stock units and deferred compensation units | 0 | 0 | 0 | 0 |
Net loss attributable to Tenet Healthcare Corporation common shareholders for diluted loss per share | $ (366) | $ (9) | $ (474) | $ (108) |
Weighted Average Shares (Denominator) | ||||
Net loss attributable to Tenet Healthcare Corporation common shareholders for basic loss per share (in shares) | 100,812 | 99,523 | 100,475 | 99,210 |
Effect of dilutive stock options, restricted stock units and deferred compensation units (in shares) | 0 | 0 | 0 | 0 |
Net loss attributable to Tenet Healthcare Corporation common shareholders for diluted loss per share (in shares) | 100,812 | 99,523 | 100,475 | 99,210 |
Per-Share Amount | ||||
Net loss attributable to Tenet Healthcare Corporation common shareholders for basic loss per share (in dollars per share) | $ (3.63) | $ (0.09) | $ (4.72) | $ (1.09) |
Effect of dilutive stock options, restricted stock units and deferred compensation units (in dollars per share) | 0 | 0 | 0 | 0 |
Net loss attributable to Tenet Healthcare Corporation common shareholders for diluted loss per share (in dollars per share) | $ (3.63) | $ (0.09) | $ (4.72) | $ (1.09) |
LOSS PER COMMON SHARE - Antidil
LOSS PER COMMON SHARE - Antidilutive securities (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Employee stock options, restricted stock units and deferred compensation units | ||||
Antidilutive securities | ||||
Anti-dilutive securities excluded from computation of earnings per share (in shares) | 711 | 1,455 | 747 | 1,470 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) $ in Millions | 9 Months Ended | ||
Sep. 30, 2017USD ($)hospital | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) | |
Fair value of assets and liabilities measured on recurring basis | |||
Impairment charges | $ 3 | $ 2 | |
Number of hospitals | hospital | 77 | ||
Equity method investment impairment | $ 29 | ||
Aspen And Philadelphia Area Facilities | Discontinued Operations, Held-for-sale | |||
Fair value of assets and liabilities measured on recurring basis | |||
Impairment charges | 294 | ||
Recurring basis | |||
Fair value of assets and liabilities measured on recurring basis | |||
Marketable debt securities — noncurrent | 54 | $ 49 | |
Investments | 54 | 49 | |
Recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Fair value of assets and liabilities measured on recurring basis | |||
Marketable debt securities — noncurrent | 40 | 23 | |
Investments | $ 40 | $ 23 | |
Estimated fair value of the long-term debt instrument as a percentage of carrying value | 100.60% | 93.90% | |
Recurring basis | Significant Other Observable Inputs (Level 2) | |||
Fair value of assets and liabilities measured on recurring basis | |||
Marketable debt securities — noncurrent | $ 14 | $ 26 | |
Investments | 14 | 26 | |
Nonrecurring | |||
Fair value of assets and liabilities measured on recurring basis | |||
Long-lived assets held for sale | 399 | ||
Long-lived assets held and used | 163 | ||
Other than temporarily impaired equity method investments | 112 | 27 | |
Investments | 511 | 190 | |
Nonrecurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Fair value of assets and liabilities measured on recurring basis | |||
Long-lived assets held for sale | 0 | ||
Long-lived assets held and used | 0 | ||
Other than temporarily impaired equity method investments | 0 | 0 | |
Investments | 0 | 0 | |
Nonrecurring | Significant Other Observable Inputs (Level 2) | |||
Fair value of assets and liabilities measured on recurring basis | |||
Long-lived assets held for sale | 399 | ||
Long-lived assets held and used | 163 | ||
Other than temporarily impaired equity method investments | 112 | 27 | |
Investments | $ 511 | $ 190 |
ACQUISITIONS - Purchase Price A
ACQUISITIONS - Purchase Price Allocation (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Final purchase price allocations | |||
Goodwill | $ 7,022 | $ 7,425 | |
Series of individual business acquisitions | |||
Final purchase price allocations | |||
Current assets | 4 | $ 42 | |
Property and equipment | 5 | 33 | |
Other intangible assets | 5 | 7 | |
Goodwill | 65 | 316 | |
Other long-term assets | 1 | 6 | |
Current liabilities | (4) | (25) | |
Long-term liabilities | (1) | (14) | |
Redeemable noncontrolling interests | (18) | (114) | |
Noncontrolling interests | (13) | (122) | |
Cash paid, net of cash acquired | (41) | (96) | |
Gains on consolidations | 3 | 33 | |
Transaction costs related to prospective and closed acquisitions | $ 5 | $ 5 |
SEGMENT INFORMATION - General I
SEGMENT INFORMATION - General Information and Customer Concentration (Details) | 9 Months Ended |
Sep. 30, 2017hospitalstate | |
SEGMENT INFORMATION | |
Number of surgical hospitals | 20 |
Conifer | |
SEGMENT INFORMATION | |
Ownership percentage by parent | 76.20% |
Minimum | Conifer | |
SEGMENT INFORMATION | |
Number of hospitals to which segment of the entity provides revenue cycle services | 800 |
United Surgical Partners International | |
SEGMENT INFORMATION | |
Number of ambulatory surgery centers | 244 |
Number of urgent care centers | 34 |
Number of diagnostic imaging centers | 22 |
Number of states where operations occur | state | 27 |
Ownership percentage by parent | 80.00% |
European Surgical Partners Ltd | |
SEGMENT INFORMATION | |
Number of facilities owned by subsidiaries | 9 |
SEGMENT INFORMATION - Reconcili
SEGMENT INFORMATION - Reconciling Items (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
SEGMENT INFORMATION | |||||
Assets | $ 23,208 | $ 23,208 | $ 24,701 | ||
Capital expenditures | 144 | $ 201 | 492 | $ 614 | |
Net operating revenues | 4,586 | 4,849 | 14,201 | 14,761 | |
Equity in earnings of unconsolidated affiliates | 38 | 31 | 95 | 85 | |
Adjusted EBITDA | 507 | 582 | 1,604 | 1,828 | |
Depreciation and amortization | 219 | 205 | 662 | 632 | |
Adjusted EBITDA and Other Reconciling Items | |||||
Adjusted EBITDA | 507 | 582 | 1,604 | 1,828 | |
Loss from divested and closed businesses (i.e., the Company’s health plan businesses) | (6) | (6) | (41) | (8) | |
Depreciation and amortization | (219) | (205) | (662) | (632) | |
Impairment and restructuring charges, and acquisition-related costs | (329) | (31) | (403) | (81) | |
Litigation and investigation costs | (6) | (4) | (12) | (291) | |
Interest expense | (257) | (243) | (775) | (730) | |
Loss from early extinguishment of debt | (138) | 0 | (164) | 0 | |
Other non-operating expense, net | (4) | (7) | (14) | (18) | |
Gains on sales, consolidation and deconsolidation of facilities | 104 | 3 | 142 | 151 | |
Net income (loss) from continuing operations, before income taxes | (348) | 89 | (325) | 219 | |
Inter-segment eliminations | |||||
SEGMENT INFORMATION | |||||
Net operating revenues | (149) | (159) | (463) | (488) | |
Hospital Operations and other | |||||
SEGMENT INFORMATION | |||||
Assets | 16,249 | 16,249 | 17,871 | ||
Adjusted EBITDA and Other Reconciling Items | |||||
Health plan revenues | 10 | 122 | 100 | 385 | |
Hospital Operations and other | Operating segments | |||||
SEGMENT INFORMATION | |||||
Capital expenditures | 122 | 182 | 441 | 557 | |
Net operating revenues | 3,866 | 4,162 | 12,066 | 12,761 | |
Equity in earnings of unconsolidated affiliates | 4 | 3 | 4 | 6 | |
Adjusted EBITDA | 269 | 346 | 924 | 1,191 | |
Depreciation and amortization | 185 | 170 | 560 | 525 | |
Adjusted EBITDA and Other Reconciling Items | |||||
Adjusted EBITDA | 269 | 346 | 924 | 1,191 | |
Depreciation and amortization | (185) | (170) | (560) | (525) | |
Ambulatory Care | |||||
SEGMENT INFORMATION | |||||
Assets | 5,847 | 5,847 | 5,722 | ||
Ambulatory Care | Operating segments | |||||
SEGMENT INFORMATION | |||||
Capital expenditures | 16 | 14 | 37 | 42 | |
Net operating revenues | 468 | 448 | 1,395 | 1,319 | |
Equity in earnings of unconsolidated affiliates | 34 | 28 | 91 | 79 | |
Adjusted EBITDA | 159 | 157 | 476 | 432 | |
Depreciation and amortization | 22 | 22 | 66 | 69 | |
Adjusted EBITDA and Other Reconciling Items | |||||
Adjusted EBITDA | 159 | 157 | 476 | 432 | |
Depreciation and amortization | (22) | (22) | (66) | (69) | |
Conifer | |||||
SEGMENT INFORMATION | |||||
Assets | 1,112 | 1,112 | $ 1,108 | ||
Conifer | Operating segments | |||||
SEGMENT INFORMATION | |||||
Capital expenditures | 6 | 5 | 14 | 15 | |
Net operating revenues | 401 | 398 | 1,203 | 1,169 | |
Adjusted EBITDA | 79 | 79 | 204 | 205 | |
Depreciation and amortization | 12 | 13 | 36 | 38 | |
Adjusted EBITDA and Other Reconciling Items | |||||
Adjusted EBITDA | 79 | 79 | 204 | 205 | |
Depreciation and amortization | (12) | (13) | (36) | (38) | |
Conifer | Operating segments | Tenet | |||||
SEGMENT INFORMATION | |||||
Net operating revenues | 149 | 159 | 463 | 488 | |
Conifer | Operating segments | Other customers | |||||
SEGMENT INFORMATION | |||||
Net operating revenues | $ 252 | $ 239 | $ 740 | $ 681 |